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EMC: Form, Schedule Or Registration Statement No Filing Party: Date Filed:

The following excerpt is from the company's SEC filing.

Table of Contents

On October 20, 2015, the following FAQ was posted on the EMC Corporation employee intranet.

Answers to Common Questions Regarding Dell & EMC

Answers to Common Questions Regarding the EMC and Dell Merger

Table of Contents

About the Dell and EMC Announcement

Transaction Details & What Comes Next

EMC II and the Federation Entities

(VCE, Virtustream, Pivotal, RSA, VMware)

How Does this Impact Me? Employee Questions

Important Legal Information

About the Dell and EMC Announcement

Whats being ann ounced?

EMC Corporation and the parent company of Dell Inc., Denali Holding Inc. (Dell), controlled by Michael S. Dell (founder, chairman and chief executive officer of Dell), MSD Partners and Silver Lake Partners (a global leader in technology investing), have signed a definitive agreement under which Dell will acquire EMC Corporation, with VMware remaining a publicly-traded company.

The combined company will be a leader in numerous high-growth areas of the $2 trillion information technology market, with a complementary portfolio, sales team and R&D organization across four globally recognized technology franchises servers, storage, virtualization and PCs and brings together strong capabilities in the fast growing areas of the industry, including converged infrastructure, digital transformation, software-defined data center, hybrid cloud, mobile and security.

Why? Why Dell? And why now?

The transaction strengthens the position of both Dell and EMC in an increasingly competitive global marketplace. Both companies have market-leading portfolios in their respective segments, and the transaction unites Dells server franchises and go-to-market strength in the mid-market with EMCs storage and CI franchises and go-to-market strength in the large enterprise market. As the infrastructure market moves to a compute-centric/converged model, Dell is a natural fit with EMC.

Answers to Common Questions Regarding Dell & EMC

We believe that the combined go-to-market capabilities and reach of Dell and EMC will also benefit VMware. The transaction brings together companies that have a demonstrated ability to win in fast-changing markets. The combined company will leverage the top talent and best practices from both Dell and EMC.

As a privately-controlled company, Dells structure provides it with the flexibility and agility to focus on customers and invest and innovate for long-term results, and the ability to incubate high-growth businesses in promising markets.

How does this business combination benefit customers? And what is our shared vision of the future we will create together?

We are in an era of unprecedented change driven by technology. Customers are turning to fewer strategic vendors to help them digitally transform their businesses and re-architect their IT environments to take advantage of the efficiency and agility that hybrid clouds bring.

The combination of Dell and EMC enables us to address more of our customers needs with one of the largest innovation and go-to-market engines in the technology industry.

Specifically, the server business within Dell is highly complementary to EMCs strength in storage. Given that the future of infrastructure clearly is heading towards a converged or hyper-converged model, this is hugely beneficial to our customers.

Layering VMwares software-defined data center on top of Dell and EMCs converged infrastructure provides customers with a best-of-breed stack. This can be offered as-a-service through Virtustream and also can be delivered underneath Pivotals next generation application development platform. Finally, security assets from Dell and RSA enable us to further extend our trust value proposition to the customer critical in cloud environments.

To quantify our combined value, consider this: EMC and Dell are positioned as a Leader in 22 Gartner magic quadrants.

Will we be privately owned or privately controlled?

We will be privately controlled because of Michael Dell and Silver Lake Partners control of Dell, but not privately owned because the tracking stock issued by Dell will be publicly traded.

How does Dells privately-controlled model help our business?

Dells privately-controlled ownership structure is not subject to the public equity markets short-term focus on quarterly results. This will give EMC the same flexibility enjoyed by Dell, to focus on customers, invest for long-term results, and incubate our most promising high-growth businesses, enabling further innovation and customer choice, and increasing our ability to attract and retain world-class talent.

Is this a victory for shareholder activists?

We believe this transaction is good for all shareholders. Under the terms of the agreement, EMC shareholders will receive $24.05 per share in cash in addition to tracking stock linked to a portion of EMCs economic interest in the VMware business. Based on the estimated number of EMC shares outstanding at the closing of the transaction, EMC shareholders are expected to receive approximately 0.111 shares of new tracking stock for each EMC share. Assuming, for illustrative purposes, a valuation for each share of tracking stock of $81.78, the intraday volume-weighted average price for VMware on Wednesday, October 7, 2015, EMC shareholders would receive a total combined consideration of $33.15 per EMC share and the total transaction would be valued at approximately $67 billion. The expected value of the tracking stock consideration will fluctuate based on a number of factors, including changes in the value of VMware common stock.

Whats the new reporting structure, alignment and governance model?

After the close, we expect to retain a similar business unit model and will continue to offer customers choice. After closing, we expect the new company to create a combined enterprise systems business, headquartered in Hopkinton, with annual revenues expected to be more than $30 billion. VMware will remain a publicly-traded company. Pivotal will continue to operate as a fast moving startup with the intent to go public. Additional assets, including rapidly-growing Virtustream, focused on managed cloud services for mission critical applications, will position the combined company well for success.

Whats the go-to-market model/brand, and how do we offer a more seamless experience for customers?

Much of this will be decided as we work to close the transaction and beyond. For now, we can say that we have already begun to explore what it means to go-to-market in more seamless ways across our businesses, targeting the largest transformation opportunities and providing a better experience for customers. Until closing, both Dell and EMC will continue to operate independently.

What will happen to the EMC brand and other Federation brands?

No decisions with respect to branding have currently been made. That said, at the town meeting that Joe Tucci and Michael Dell held with Dell employees on October 13, Michael Dell said:

Youve got some of the strongest brands in our industry, and we would be really foolish to do anything other than to enhance those brands.

What will happen to the unique EMC culture?

Mr. Dell in the town hall with Dell employees also said that

each of these organizations will have slightly different cultures that develop that we dont want to try to homogenize all those cultures into one. I think we want to get the best out of those cultures. Certainly, well have some common (effects) that we abide to and standards that we uphold. But theres a lot to be said for the EMC strategy which was to allow these units to flourish and grow, aided by the parent company.

Where do you see the cultural synergies or likely clash points? How do our cultures differ?

We have worked with Dell for a long time. We both like to win and have a strong desire to lean into change in the marketplace. Our customers tend to see EMC as a high-touch, high-value culture, while the appeal of Dell is in the midmarket and SMB space, where customers put a higher premium on transaction convenience. Well aim to preserve the best of each for the respective segments we serve, but well be in alignment more than not.

What does this transaction mean for partners?

We value all of our partner relationships, and each business remains committed to investing in and strengthening our respective partner ecosystems.

Will any organizations or units within Dell be merged with portions of EMC?

After the close, the new ownership structure will create a combined enterprise systems business, headquartered in Hopkinton. This is expected to be a $30 billion-plus business in terms of annual revenues, which is larger than EMC is today. We expect to provide more clarity on the combined operating model as we close the transaction.

How will EMC merge with Dells server business?

The enterprise systems business will include the EMC business plus Dells servers, storage and networking. It will be a fully integrated business with dedicated marketing and selling resources. We have a lot to do in order to see how this all gets put together, but we are confident we will be able to give customers the full range of solutions that we offer across our combined company.

Regarding location of the new enterprise systems business, Michael Dell, in speaking with Dell leadership at an Austin, Texas Town Hall on October 14, said:

Were going to have big hubs of innovation. So, all of you here in Austin, as part of our ESG business, incredibly important.were not asking you to move anywhere. We want you to stay right here and continue to innovate and do great work. EMC has a fantastic hub in the Boston area. Both of us combined have a big innovation hub in the Silicon Valley area, of course, that is where VMware is headquartered.

How does conflict within the larger entity get resolved?

The simplified governance structure will enable us to make business decisions more quickly and efficiently. We expect that our alignment will be strengthened in the new model through, for example, coordinated development of technology and go-to-market strategies. Still, one of the key tenets of the model is to offer customers choice. By definition, that means, at times, there

will be conflict because we will be supporting third party technology as a part of solutions demanded by customers. That said, we also expect business entities within the combined company to be strategically aligned and take a first and best approach with other business units technology.

What Quality of Service guarantees can we communicate to customers?

We remain committed to quality of service and are committed to the contractual obligations we have agreed with customers.

Transaction Details & What Comes Next

Who is Denali Holding Inc.?

Denali Holding Inc. is the parent company of Dell Inc. and is controlled by Michael S. Dell (founder, chairman and chief executive officer of Dell), MSD Partners and Silver Lake Partners (a global leader in technology investing). Upon closing of the merger, EMC will be a wholly owned subsidiary of Denali Holding Inc.

What needs to happen for the deal to go through?

We anticipate closing in mid-2016, subject to receiving regulatory approvals in various jurisdictions and the satisfaction of customary closing conditions, as well as receiving the approval of the holders of a majority of the outstanding EMC shares.

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