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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended: December 31, 2004                         Commission File Number 1-9853

EMC CORPORATION

(Exact name of registrant as specified in its charter)

176 South Street

Hopkinton, Massachusetts 01748

(Address of principal executive offices, including zip code)

(508) 435-1000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

      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 þ          No o

      Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     o

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2).     Yes þ          No o

      The aggregate market value of voting stock held by non-affiliates of the registrant was $27,328,224,381 based upon the closing price on the New York Stock Exchange on the last business day of the registrant’s most recently completed second fiscal quarter (June 30, 2004).

      The number of shares of the registrant’s Common Stock, par value $.01 per share, outstanding as of January 31, 2005 was 2,404,007,873.

DOCUMENTS INCORPORATED BY REFERENCE

      Information required in response to Part III of Form 10-K (Items 10, 11, 12, 13 and 14) is hereby incorporated by reference to the specified portions of the registrant’s Proxy Statement for the Annual Meeting of Shareholders to be held on May 5, 2005.

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EMC CORPORATION

FACTORS THAT MAY AFFECT FUTURE RESULTS

      This Annual Report on Form 10-K contains forward-looking statements, within the meaning of the Federal securities laws, about our business and prospects, including without limitation statements regarding our expected revenues and revenue growth rate in 2005. The forward-looking statements do not include the potential impact of any mergers, acquisitions, divestitures or business combinations that may be completed 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 the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations–Factors That May Affect Future Results.” We disclaim any obligation to update any forward-looking statements contained herein after the date of this Annual Report.

PART I

General

      EMC Corporation and its subsidiaries offer a wide range of systems, software, services and solutions that help organizations get more value from their information and get the most out of their information technology (IT) assets. EMC helps individuals and organizations store, share, manage, protect and apply information to collaborate, solve problems, save money, exploit new opportunities and enhance operational results.

      EMC has led the market in developing solutions for customers to manage information intelligently based on its changing value to an organization over time. With a strategy known as information lifecycle management, we help organizations organize, protect, move and manage information on the lowest-cost storage system appropriate for the level of protection and the speed of access needed at each point in information’s life. Information lifecycle management simultaneously lowers the cost and reduces the risk of managing information, no matter what format it is in – documents, images or e-mail – as well as the data that resides in databases. Information lifecycle management provides for cost-effective business continuity and more efficient compliance with government and industry regulations. We also provide specialized virtual infrastructure software that can help organizations respond to changing IT requirements by dynamically altering their computing and storage environments without interruption to their businesses. Our unique capabilities deliver lower total operating costs, optimized service and performance and a more responsive IT infrastructure.

      The customers for our products are located worldwide and represent a cross-section of industries and government agencies. Our customers use our products and services in conjunction with a variety of computing platforms, storage systems and software applications that support key business processes including transaction processing, enterprise resource planning, customer relationship management, data warehousing, electronic commerce, content management, regulatory compliance, business intelligence, e-mail and web hosting.

      We were incorporated in Massachusetts in 1979. Our corporate headquarters are located at 176 South Street, Hopkinton, Massachusetts.

Products and Offerings

      Our principal segments comprise EMC information storage products, EMC Software Group products and services, EMC information storage and management services and VMware software products and services.

EMC Information Storage Products Segment

      EMC information storage products are composed of information storage systems and platform-based software.

      We offer a wide range of networked information storage systems to meet the specific needs of our customers in terms of performance, functionality, scalability, data availability and cost. Our information storage systems can be deployed in a storage area network (SAN), networked attached storage (NAS), content addressed storage (CAS) or direct attached storage environment. Our portfolio of systems ranges from the EMC CLARiiON AX100 on the low end to the EMC Symmetrix DMX-2 3000 systems on the high end. At their respective price points, we believe that our networked information storage systems offer the highest levels of functionality, performance and availability in the information storage market.

          EMC Symmetrix Systems

      Our EMC Symmetrix family of high-end networked storage systems delivers the highest levels of functionality, performance, data availability and information protection. These systems are based upon our Direct Matrix Architecture, which enables us to cost-effectively increase performance, availability, functionality and scalability. Our Symmetrix systems operate in conjunction with our platform and multi-platform storage management and infrastructure software products.

      In 2004, we introduced a new line of our Symmetrix DMX series, including the Symmetrix DMX-2 1000, DMX-2 2000 and DMX-2 3000 systems. These systems incorporate significant enhancements that deliver up to twice the performance of the original Symmetrix DMX systems introduced in 2003.

      We intend to continue to enhance our Symmetrix family of systems with additional features and capabilities.

          EMC CLARiiON Systems

      Our EMC CLARiiON family of mid-tier networked storage systems is based on a modular design, providing for flexible levels of functionality, performance, scalability and availability. These systems are offered with integrated ATA (advanced technology attachment) and Fibre Channel disk drives and are available in different configurations. As a result, our CLARiiON networked storage systems give customers more choices, enabling them to meet differing performance requirements at varying price points. These systems also enable them to bring their formerly offline, tape-based data online to improve accessibility and extend such data’s useful life. Our CLARiiON systems operate in conjunction with our platform and multi-platform storage management and infrastructure software products.

      In 2004, we introduced a new line of our CLARiiON CX series, including the CLARiiON CX300, CX500 and CX700 systems. These systems offer customers higher performance at the same price as previous CLARiiON models and new, cost-effective replication options. We also introduced the EMC CLARiiON Disk Library, which combines the power and reliability of CLARiiON technology with cost-efficient ATA disk drives and 100% compatible tape library emulation, offering the immediate benefits of backup-to-disk and serving as a new alternative to traditional tape-based solutions.

      In 2004, we also introduced the CLARiiON AX100 system, which set a new industry benchmark for affordable, easy-to-use networked storage. The CLARiiON AX100 is an easy-to-install networked storage

system capable of storing up to three terabytes of information with integrated functions for simple management and advanced protection.

      We intend to continue to enhance our CLARiiON family of systems with additional features and capabilities.

          EMC Celerra and EMC NetWin Systems–Network Attached Storage Products

      We offer a range of products designed specifically for NAS environments, including the EMC Celerra and EMC NetWin systems. Celerra is available both as a front-end NAS system or “gateway” for an externally attached or networked Symmetrix or CLARiiON storage system, and as a single, integrated enclosure with a CLARiiON or Symmetrix storage system. Our NetWin product combines the Microsoft Windows Storage Server 2003 with certain CLARiiON CX models. NetWin systems are used by customers operating predominantly in Microsoft Windows environments who require NAS functionality, enabling them to more cost-effectively manage, share and protect business-critical data.

      In 2004, we introduced new gateway-enabled NAS products, including the Celerra NS700G NAS Gateway, Celerra NS700 Integrated NAS and Celerra CNS 514 Data Mover systems. These products enable customers to rapidly capitalize on the industry trend towards gateway-based NAS deployments. These systems pool SAN and NAS-based storage for improved utilization, flexibility and scale while leveraging existing SAN investments.

      We intend to continue to enhance our Celerra and NetWin families of systems with additional features and capabilities.

          EMC Centera Systems–Content Addressed Storage Products

      We offer the EMC Centera CAS product to meet the requirements of “fixed content.” We define fixed content as information whose value lies in part in its unchanging nature, such as digital x-rays and other medical records, movies, check images and e-mail correspondence. Centera eliminates the need for applications to be aware of the physical location of information, regardless of scale, from terabytes to petabytes, thereby simplifying the task of having applications access and manage huge numbers of objects.

      In 2004, we introduced several enhancements to Centera, including mainframe connectivity, improved performance, active archiving and data replication capabilities. We also introduced new Centera features to address key information management and storage-related regulatory requirements.

      Centera is integrated by third parties with their software applications and is generally sold as part of a joint solution. We have more than 400 partners in the Centera developers program and more than 170 applications available to be used with Centera.

      We intend to continue to enhance and improve our Centera system with additional features and capabilities, as well as add new partners to expand the number of applications integrated with Centera.

          EMC Connectrix Systems–Storage Area Network Products

      Our EMC Connectrix family includes high-end directors and departmental switches. These Fibre Channel-based systems significantly increase the connectivity between servers and storage systems in a SAN and permit users to centralize monitoring and control of information in a SAN. Our Connectrix family of directors and switches is manufactured for us by third-party original equipment manufacturers (OEMs).

      We intend to continue to enhance our Connectrix family of switches and directors with additional features and capabilities.

      Our platform-based software generally controls and enables functions that take place within the EMC networked storage system, such as replication, optimization and data movement. We are the leading supplier of platform-based software for local and remote replication, which customers use to protect and share data.

      In 2004, we introduced EMC SRDF/Star for data replication over unlimited distances between multiple data centers. We also introduced EMC Open Replicator for Symmetrix, array-based software that provides platform-independent information replication, distribution and migration between EMC Symmetrix and non-EMC storage systems with full or incremental copy functionality. Additionally, we introduced EMC AutoSwap, which enables mainframe users to redirect storage workloads without disrupting application processing.

      We intend to continue to enhance our platform-based software with additional features and capabilities.

EMC Software Group Products and Services Segment

      We established the EMC Software Group in July 2004. This segment includes the products and services revenues formerly related to LEGATO Systems, Inc. and Documentum, Inc., which we acquired in October 2003 and December 2003, respectively, certain other software companies we acquired in 2004 and Systems Management Arts Incorporated (“Smarts”), which we acquired in February 2005. The segment also includes EMC multi-platform license revenues and related software maintenance revenues that have historically been included in our information storage products and information storage and management services segments.

      The EMC Software Group develops platform-independent storage management software and content management software. Our storage management software simplifies, automates, protects and manages multi-vendor storage infrastructures. Our content management software enables users to collaboratively create, manage, deliver and archive unstructured content, including documents, e-mail, Web pages, records and rich media.

      In 2004, we introduced new versions of EMC ControlCenter for monitoring the health and utilization of multi-vendor environments including EMC and non-EMC storage, and a new version of EMC Legato EmailXtender for policy-based e-mail archiving. We also introduced the EMC DatabaseXtender software suite for monitoring database growth and usage and relocating less frequently used data to various EMC or non-EMC storage systems, EMC Content Archiving and Retrieval Solution (CARS) with Documentum to help customers meet the evolving requirements of internally and externally mandated compliance initiatives, and EMC Documentum Content Storage Services software to automate the placement and movement of content across a tiered heterogeneous storage infrastructure.

      We intend to continue to enhance our products and services in this segment with additional features and capabilities and to introduce new software products and services.

EMC Information Storage and Management Services Segment

      Our information storage and management services segment includes Technology Solutions, Customer Service and Customer Education, to help our customers plan, build and manage integrated IT infrastructures to more cost-effectively manage and protect their information throughout its lifecycle. We provide consulting, assessments, implementations, integration, operations management, day-to-day support, maintenance, education and training to our customers.

      Our Technology Solutions Group provides a full range of storage services to help organizations simplify and manage their information assets. It includes the Information Solutions Consulting

(ISC) organization, which provides a full range of storage consulting services. Our Technology Solutions organization focuses on networked storage, storage management, strategy, data migration, business continuity and project management. Our consultants, technology experts and Authorized Services Network (ASN) partners deliver to customers operational, financial and business impact analyses and they design, integrate and implement information storage infrastructures.

      Our Customer Service organization supports our solutions at worldwide customer sites 24 hours a day, seven days a week, 365 days a year. This support is delivered through a combination of remote and onsite service, directly through us and our global ASN partners. Automated remote support features designed into our information storage systems enable Customer Service personnel to proactively monitor, diagnose and resolve issues wherever a product is located, often without the need for onsite service. Other remote support capabilities are also provided with certain software products.

      To ensure that customers with multi-vendor storage network environments receive the highest level of support and the fastest issue resolution possible, we have entered into cooperative support agreements with more than 350 vendors, including many leading systems, software and services companies.

      Our Customer Education organization delivers instruction on our technology, our products and storage management job functions as part of the EMC Proven Professional Certification program. Courses and the certification program are available to our employees, customers, prospects and partners. Training is worldwide in scope and employs e-learning and geographically dispersed classrooms, labs and testing centers.

      We intend to continue to enhance our service offerings in this segment with additional capabilities by adding new resources and expertise.

      In January 2004, we acquired VMware, Inc., a virtual infrastructure software company, which we operate as an independent subsidiary. VMware’s software provides a layer of abstraction between the computing, storage and networking hardware and the software that runs on it. VMware software enables customers to achieve much higher utilization of the server, storage and network resources deployed within their operations, while dramatically simplifying how the workloads that are run on those systems are operated and managed. The result for the customer is substantially lower operating costs and a more responsive IT infrastructure.

      In 2004, VMware introduced VMware ACE, an enterprise solution for IT desktop managers who want to rapidly provision standardized and secure PC environments throughout the extended enterprise.

      We intend to continue to enhance VMware’s products and services with additional features and capabilities and to introduce new products and services.

Other Businesses Segment

      Following our acquisition of Data General Corporation in 1999, we sold AViiON server products. In 2001, we stopped selling such products; however, we continue to support AViiON servers.

Revenue by Class of Product

      Revenue from our systems, software, services and other businesses represented the following percentage of total revenues in 2004, 2003 and 2002:

Markets and Distribution Channels

Markets

      We focus primarily on the information storage and management markets and the virtualization infrastructure software market. In these markets, EMC targets large and medium-sized organizations, and, for the first time in 2004, smaller organizations with annual revenues well below $25 million.

Distribution Channels

      We market our products through direct sales and through multiple distribution channels. We have a direct sales presence throughout North America, Latin America, Europe, the Middle East, South Africa, and the Asia Pacific region. We also have agreements in place with many distributors, systems integrators, resellers and OEMs. These agreements, subject to certain terms and conditions, enable these companies to market and resell certain EMC systems and software. In 2004, we expanded our distribution capabilities through both new and enhanced partner and channel relationships. VMware generally distributes its products and services through its own distribution channels that include distributors, systems integrators, resellers and OEM hardware vendors.

Technology Alliances

      We have technology alliances with leading software, networking and services companies. We intend to continue to form additional alliances. Our strategy is to work closely with these and other companies to provide added value to our customers by integrating our solutions with software and networking applications that customers rely on to manage their day-to-day business operations.

Manufacturing and Quality

      Our information storage systems are assembled and tested primarily at our facilities in the United States and Ireland. See “Properties.” We work closely with our suppliers to design, assemble and test product components in accordance with production standards and quality controls established by us. Our software products are designed, developed and tested primarily at our facilities in the United States and abroad. The products are tested to meet quality standards established by us.

      We have implemented a formal, documented quality management system to ensure that our products and services satisfy customer needs and expectations, and to provide the framework for continual improvement of our processes and products. This system is certified to the ISO 9001 International Standard. Several additional 9001 certifications are maintained for sales and service operations worldwide. We have also implemented Six Sigma, Lean Manufacturing and other quality methodologies to ensure that the quality of our designs, manufacturing, test processes and supplier relationships are continually improved. Our manufacturing and test facilities in Massachusetts, North Carolina and Ireland are certified to ISO 14001, the International Standard for environmental management systems. We also maintain Support Center Practices (SCP) certification for our customer support centers. These internationally recognized endorsements of ongoing quality and environmental management are among the highest levels of certifications available.

Raw Materials

      We purchase many sophisticated components and products from one or a limited number of qualified suppliers, including some of our competitors. Our products utilize industry-standard and semi-custom components and subsystems. Among the most important components that we use are disk drives, high density memory components and power supplies. While such components are generally available, 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. We currently expect that the availability of certain disk drives will be limited in the first half of 2005. We may experience shortages or delivery delays in such components. In addition, as a result of such limited availability of disk drives, we may experience an increase in our component costs.

Research and Development

      We continually enhance our existing products and develop new products to meet changing customer requirements. In 2004, 2003 and 2002, our research and development expenses totaled $847.9 million, $718.5 million and $781.5 million, respectively. We support our research and development efforts through state-of-the art development labs worldwide, including in Massachusetts, California, Maryland, North Carolina, Belgium, India and Ireland.

Backlog

      We manufacture our systems on the basis of our forecast of near-term demand and maintain inventory in advance of receipt of firm orders from customers. We configure to customer specifications and generally ship systems shortly after receipt of the order. Customers may reschedule or cancel orders with little or no penalty. For these reasons, we believe that our backlog at any particular time is not meaningful because it is not necessarily indicative of future sales levels.

Competition

      We compete with many companies in the markets we serve, including companies that offer a broad spectrum of IT products and services and others that offer specific information storage, management or server virtualization products or services. We believe that most of these companies compete based on their market presence, products, service or price. Some of these companies also compete by offering information storage, management or virtualization-related products or services, together with other IT products or services, at minimal or no additional cost in order to preserve or gain market share.

      We believe that we have a number of competitive advantages over these companies, including product, distribution and service. We believe the advantages in our products include quality, breadth of offerings, performance, functionality, scalability, availability, interoperability, connectivity, time to market enhancements and total value of ownership. We believe our advantages in distribution include the world’s largest information management and storage-focused direct sales force and a broad network of channel partners. We believe our advantages in service include our ability to provide our customers with a full range of expertise before, during and after their purchase of solutions from us or other vendors.

Seasonality

      Although we do not consider our business to be highly seasonal, we generally experience the greatest demand for our products and services in the last quarter of the year.

Intellectual Property

      We generally rely on patent, copyright, trademark and trade secret laws and contract rights to establish and maintain our proprietary rights in our technology and products. While our intellectual

property rights are important to our success, we believe that our business as a whole is not materially dependent on any particular patent, trademark, license or other intellectual property right.

      We have been granted or own by assignment approximately 980 patents issued by and have more than approximately 840 patent applications pending with the U.S. Patent and Trademark Office, as well as a corresponding number of international patents and patent applications. While the duration of our patents varies, we believe that the duration of our patents is adequate relative to the expected lives of our products.

      We have used, registered or applied to register certain trademarks and copyrights in the United States and in other countries. We also license certain technology from third parties for use in our products and processes and license some of our technologies to third parties.

Employees

      As of December 31, 2004, we had approximately 22,700 employees worldwide. None of our domestic employees is represented by a labor union, and we have never suffered an interruption of business as a result of a labor dispute. We consider our relations with our employees to be good.

Financial Information About Segments, Foreign and Domestic Operations and Export Sales

      We operate in five business segments: information storage products, EMC Software Group products and services, information storage and management services, VMware products and services and other businesses. Sales and marketing operations outside the United States are conducted through sales subsidiaries and branches located principally in Europe, Latin America and the Asia Pacific region. We have three manufacturing facilities: one in Massachusetts, which manufactures Symmetrix and Celerra systems for the North American markets; one in Ireland, which manufactures Symmetrix, CLARiiON and Celerra systems for markets outside of North America; and one in North Carolina, which manufactures CLARiiON systems for the North American markets and NetWin and Centera systems for worldwide markets. See Note Q to our Consolidated Financial Statements for information about revenues by segment and geographic area.

Available Information

      Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are made available free of charge on or through our website at www.emc.com as soon as reasonably practicable after such reports are filed with, or furnished to, the Securities and Exchange Commission (the SEC). Copies of our (i) Corporate Governance Guidelines, (ii) charters for the Audit Committee, Compensation Committee, Corporate Governance and Nominating Committee, Mergers & Acquisitions Committee and Stock Repurchase and Bond Redemption Oversight Committee and (iii) Business Conduct Guidelines (code of business conduct and ethics) are available at www.emc.com/about/governance. Copies also will be provided to any shareholder upon written request to EMC Corporation, Investor Relations, 176 South Street, Hopkinton, MA 01748 or by contacting EMC Investor Relations at 508-293-6313. None of the information posted on our website is incorporated by reference into this Annual Report.

CEO Certification

      An annual CEO Certification was submitted by our CEO to the New York Stock Exchange on June 1, 2004 in accordance with the NYSE’s listing standards.

      As of December 31, 2004, we owned or leased the facilities described below:

      We also own land in Massachusetts and Ireland for possible future expansion purposes. We believe our existing facilities are suitable and adequate for our present purposes. For further information regarding our lease obligations, see Note M to our Consolidated Financial Statements.

      On September 30, 2002, Hewlett-Packard Company (“HP”) filed a complaint against us in the United States Federal District Court for the Northern District of California alleging that certain of our products infringe seven HP patents (the “First HP Lawsuit”). HP seeks a permanent injunction as well as unspecified monetary damages for patent infringement. We believe that HP’s claims are without merit. On July 21, 2003, we answered the complaint and filed counterclaims alleging that certain HP products infringe six EMC patents. We seek a permanent injunction as well as unspecified monetary damages for patent infringement. On February 16, 2005, summary judgment motions were heard. The court’s ruling on such motions is currently pending.

      On October 27, 2004, a second complaint was filed by HP against us in the same court based on six of the seven patents asserted in the First HP Lawsuit (the “Second HP Lawsuit”). The Second HP Lawsuit was filed shortly after the court had denied HP’s motion for leave to amend its infringement contentions in the First HP Lawsuit to add certain EMC products. In the Second HP Lawsuit, HP alleges patent infringement by the same EMC products that they attempted to add to the First HP Lawsuit. On February 3, 2005, the court stayed the Second HP Lawsuit.

      We are a party (either as plaintiff or defendant) to various other patent litigation matters, including certain matters which we assumed in connection with our acquisitions of LEGATO and VMware.

      We are a party to other litigation which we consider routine and incidental to our business.

      Management does not expect the results of any of these actions to have a material adverse effect on our business, results of operations or financial condition.

      No matter was submitted to a vote of our shareholders during the fourth quarter of 2004.

EXECUTIVE OFFICERS OF THE REGISTRANT

      Our executive officers are as follows:

      Michael C. Ruettgers has been our Chairman of the Board of Directors since January 2004 and has been a Director since May 1992. From January 2001 to December 2003, Mr. Ruettgers served as Executive Chairman of the Board of Directors. Mr. Ruettgers served as our Chief Executive Officer from January 1992 to January 2001, President from January 1990 to January 2000, Chief Operating Officer from October 1989 to January 1990, and as Executive Vice President, Operations, from July 1988 to October 1989. Mr. Ruettgers is also a director of Raytheon Company, a global technology and electronics company.

      Joseph M. Tucci has been our Chief Executive Officer and a Director since January 2001 and has served as our President since January 2000. He also served as Chief Operating Officer from January 2000 to January 2001. Prior to joining EMC, Mr. Tucci served as Deputy Chief Executive Officer of Getronics N.V., an information technology services company, from June 1999 through December 1999 and as Chairman of the Board and Chief Executive Officer of Wang Global, an information technology services company, from December 1993 to June 1999. Getronics acquired Wang Global in June 1999. Mr. Tucci joined Wang Global in 1990 as its Executive Vice President, Operations. Mr. Tucci is also a director of Paychex, Inc., a provider of payroll, human resources and benefits outsourcing solutions.

      David G. DeWalt has been our Executive Vice President, EMC Software Group and President of our Documentum and LEGATO Software divisions since July 2004. He served as Executive Vice President and President of our Documentum division from December 2003 to July 2004. Prior to joining EMC, Mr. DeWalt served as President and Chief Executive Officer of Documentum, Inc. from July 2001 to December 2003, Executive Vice President and Chief Operating Officer of Documentum, from October 2000 to July 2001 and Executive Vice President and General Manager, eBusiness Unit of Documentum, from August 1999 to October 2000. Prior to joining Documentum in 1999, Mr. DeWalt was the Founding Principal and Vice President of Eventus Software, a web content software company, from August 1997 to December 1998. Following Eventus’ 1998 acquisition by Segue Software, an e-business software company, Mr. DeWalt served as Vice President, North American sales for Segue. Mr. DeWalt is a director of SERENA Software, Inc., a provider of enterprise change management software, and MatrixOne, a provider of product lifecycle management technology.

      David A. Donatelli has been our Executive Vice President, Storage Platforms Operations, since November 2001. Mr. Donatelli served as Senior Vice President, Corporate Marketing and New Business Development, from April 2001 to November 2001, Senior Vice President, New Business Development,

from February 2000 to April 2001 and as Vice President, New Business Development, from April 1999 to February 2000. He has also held a number of other executive positions since he joined EMC in 1987, including serving as Vice President, General Manager of our EDM business from September 1996 to April 1999 and as Vice President of Global Alliances from February 1996 to November 1998.

      Howard D. Elias has been our Executive Vice President, Corporate Marketing, Office of Technology and New Business Development since January 2004. He served as Executive Vice President, New Ventures and Office of Technology, from September 2003 to January 2004. Prior to joining EMC, Mr. Elias served as Senior Vice President of Business Management and Operations in the Enterprise Systems Group at Hewlett-Packard Company, a provider of information technology products, services and solutions for enterprise customers, from May 2003 to August 2003 and Senior Vice President and General Manager of Network Storage Solutions from May 2002 to April 2003. Prior to Hewlett-Packard’s acquisition of Compaq Computer Corporation, Mr. Elias served as Senior Vice President and General Manager of Compaq’s Business Critical Server Group from January 2001 to April 2002. He served as Vice President and General Manager in the Storage Products Division of Compaq from 1998 to 2000.

      David I. Goulden has been our Executive Vice President, Customer Operations since April 2004. Mr. Goulden served as Executive Vice President, Customer Solutions and Marketing and New Business Development from November 2003 to April 2004 and as Executive Vice President, Global Marketing and New Business Development from July 2002 to November 2003. Prior to joining EMC, Mr. Goulden served as a member of the Board of Management, President and Chief Operating Officer for the Americas and Asia Pacific of Getronics N.V., an information technology services company, from April 2000 to July 2002, as President and Chief Operating Officer for the Americas of Getronics from June 1999 to April 2000, and in a number of executive positions at Wang Global, an information technology services company, from September 1990 to June 1999. Getronics acquired Wang Global in June 1999.

      Diane Greene has been our Executive Vice President and President of our VMware subsidiary since January 2005. She served as President of our VMware subsidiary from January 2004 to January 2005. Ms. Greene was a founder of VMware and served as its President and CEO from its inception in 1998 to January 2004. Ms. Greene is a director of West Marine, Inc., a provider of boating gear and services.

      Frank M. Hauck has been our Executive Vice President, Customer Operations, since November 2001. Mr. Hauck served as Executive Vice President, Global Sales and Services, from April 2001 to November 2001 and as Executive Vice President, Products and Offerings, from June 2000 to April 2001. He served as Senior Vice President and Chief Information Officer from January 2000 to June 2000, as Senior Vice President, Business Integration, from July 1999 to January 2000, and as Senior Vice President, Customer Service, from November 1997 to July 1999. Mr. Hauck has also held a number of other executive positions since he joined EMC in 1990.

      Mark S. Lewis has been our Executive Vice President, EMC Software Group since July 2004. Mr. Lewis served as Executive Vice President, Open Software Operations, from July 2003 to July 2004 and as Executive Vice President, New Ventures and Chief Technology Officer from July 2002 to July 2003. Prior to joining EMC, Mr. Lewis served as Vice President of Worldwide Marketing and Solutions in the Network Storage Solutions Group at Hewlett-Packard Company. Prior to Hewlett-Packard’s acquisition of Compaq Computer Corporation, Mr. Lewis served as Vice President and General Manager of Compaq’s Enterprise Storage Group from January 2001 to April 2002. Prior to joining Compaq, Mr. Lewis spent fourteen years at Digital Equipment Corporation, where he helped develop the StorageWorks product line.

      William J. Teuber, Jr. has been our Executive Vice President and Chief Financial Officer since November 2001. Mr. Teuber served as Senior Vice President and Chief Financial Officer from February 2000 to November 2001, as Vice President and Chief Financial Officer from February 1997 to February 2000, and as Vice President and Controller from August 1995 to February 1997. Mr. Teuber is a director of Popular, Inc., a financial holding company.

      David B. Wright has been our Executive Vice President, Strategic Alliances and Global Accounts since July 2004. Mr. Wright served as Executive Vice President and President of our LEGATO Software division from October 2003 to July 2004. Prior to joining EMC, Mr. Wright served as Chairman of the Board of Directors of LEGATO Systems, Inc. from March 2001 to October 2003 and as President and Chief Executive Officer from October 2000 to October 2003. Prior to joining LEGATO in 2000, Mr. Wright spent thirteen years at Amdahl Corporation, where he held a variety of positions, including President and Chief Executive Officer from 1997 to 2000. Mr. Wright is a director of Applied Micro Circuits Corporation, a provider of information storage services, Aspect Communications Corporation, a provider of contact center solutions and services, and VA Software Corporation, a provider of collaborative application development and project management platforms.

      Paul T. Dacier has been our Senior Vice President and General Counsel since February 2000. Mr. Dacier served as Vice President and General Counsel from February 1993 to February 2000 and as General Counsel of EMC from March 1990 to February 1993.

      AutoSwap, EMC, CLARiiON, Celerra, Centera, Connectrix, DatabaseXtender, Direct Matrix Architecture, DMX, Documentum, EMC ControlCenter, EMC Proven, EDM, EmailXtender, LEGATO, NetWin, Open Replicator, SRDF, Symmetrix, VMware are either registered trademarks or trademarks of EMC Corporation. Other trademarks are either registered trademarks or trademarks of their respective owners.

PART II

      Our common stock, par value $.01 per share, trades on the New York Stock Exchange under the symbol EMC.

      The following table sets forth the range of high and low sales prices of our common stock on the New York Stock Exchange for the past two years during the fiscal periods shown.

      We had 20,851 holders of record of our common stock as of March 1, 2005.

      We have never paid cash dividends on our common stock. While subject to periodic review, the current policy of our Board of Directors is to retain cash and investments primarily to provide funds for our future growth. Additionally, we use cash to repurchase our common stock.

ISSUER PURCHASES OF EQUITY SECURITIES IN THE FOURTH QUARTER OF 2004