424B3

FILED PURSUANT TO RULE 424(B)(3)

File Number 333-166304

SUNGARD DATA SYSTEMS INC.

SUPPLEMENT NO. 12 TO

MARKET-MAKING PROSPECTUS DATED JUNE 18, 2010

THE DATE OF THIS SUPPLEMENT IS MAY 25, 2011

ON MAY 25, 2011, SUNGARD DATA SYSTEMS INC. FILED THE ATTACHED

CURRENT REPORT ON FORM 8-K DATED MAY 25, 2011

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): MAY 25, 2011

Commission file numbers:

SunGard Capital Corp.	000-53653
SunGard Capital Corp. II	000-53654
SunGard Data Systems Inc.	1-12989

SunGard^® Capital Corp.

SunGard^® Capital Corp. II

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3059890
Delaware	20-3060101
Delaware	51-0267091
(State or other jurisdiction of incorporation)	(I.R.S. Employer Identification No.)
680 East Swedesford Road Wayne, Pennsylvania	19087
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (484) 582-2000

Not Applicable

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 8.01 Other Events.

SunGard Data Systems Inc. is an indirect wholly owned subsidiary of SunGard Capital Corp II, which is a subsidiary of SunGard Capital Corp. (collectively, “SunGard” or the “Company”). We are filing this Current Report on Form 8-K to revise the presentation of the segment information contained in Notes 1 and 12 of Notes to Consolidated Financial Statements initially provided in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 filed on March 1, 2011 (collectively, the “2010 Form 10-K”). This revised presentation reflects the transfer of the Company’s K-12 business from its Public Sector segment to its Higher Education segment (“Transfer”) which took effect as of January 1, 2011.

To provide comparability, we have revised the segment information provided in our 2010 Form 10-K to reflect the Transfer. The change in segment measurement had no impact on our historical consolidated financial position, results of operations, or cash flows.

We have updated and revised the items in our 2010 Form 10-K that were impacted by the Transfer. We have not otherwise updated our 2010 Form 10-K for any other activities or events occurring after the original filing date. The following summarizes the sections of our 2010 Form 10-K that have been updated from their previous presentation to reflect the Transfer:

• Note 1 – Basis of Presentation and Summary of Significant Accounting Policies;

• Note 12 – Segment Information; and

• Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The revised financial information does not represent a restatement of previously issued financial statements. The Current Report on Form 8-K should be read in conjunction with our Quarterly Report on Form 10-Q for the quarter ended March 31, 2011.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

23.1:	Consent of Independent Registered Public Accounting Firm
99.1:	Financial Statements and Supplementary Data under Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, revised solely to reflect the transfer of the Company’s K-12 business from its Public Sector segment to its Higher Education segment.
99.2:	Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, revised solely to reflect the transfer of the Company’s K-12 business from its Public Sector segment to its Higher Education segment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SunGard Capital Corp.
	SunGard Capital Corp. II
May 25, 2011	By:	/s/ Robert F. Woods
		Robert F. Woods
		Executive Vice President and Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
	SunGard Data Systems Inc.
May 25, 2011	By:	/s/ Robert F. Woods
		Robert F. Woods
		Senior Vice President—Finance, Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.	Description
23.1	Consent of Independent Registered Public Accounting Firm
99.1	Financial Statements and Supplementary Data under Part II, Item 8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, revised solely to reflect the transfer of the Company’s K-12 business from its Public Sector segment to its Higher Education segment.
99.2	Management’s Discussion and Analysis of Financial Condition and Results of Operations under Part II, Item 7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, revised solely to reflect the transfer of the Company’s K-12 business from its Public Sector segment to its Higher Education segment.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (No. 333-163309) of SunGard Capital Corp. and Form S-8 (No. 333-163311) of SunGard Capital Corp. II of our reports dated March 1, 2011, except for the Trade Name and Goodwill section in Note 1 and Note 12, as to which the date is May 25, 2011, relating to the financial statements and the effectiveness of internal control over financial reporting, which appear in this Current Report on Form 8-K.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

May 25, 2011

EX-99.1

Exhibit 99.1

As revised to reflect the transfer of SunGard’s K-12 business from its Public Sector segment to its Higher Education segment.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Index to Consolidated Financial Statements

Management’s Report on Internal Control Over Financial Reporting	2
Reports of Independent Registered Public Accounting Firm	3
SunGard Capital Corp.
Consolidated Balance Sheets as of December 31, 2009 and 2010	6
Consolidated Statements of Operations for the years ended December 31, 2008, 2009 and 2010	7
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2009 and 2010	8
Consolidated Statement of Changes in Equity for the years ended December 31, 2008, 2009 and 2010	9
SunGard Capital Corp. II
Consolidated Balance Sheets as of December 31, 2009 and 2010	11
Consolidated Statements of Operations for the years ended December 31, 2008, 2009 and 2010	12
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2009 and 2010	13
Consolidated Statement of Changes in Stockholders’ Equity for the years ended December 31, 2008, 2009 and 2010	14
SunGard Data Systems Inc.
Consolidated Balance Sheets as of December 31, 2009 and 2010	16
Consolidated Statements of Operations for the years ended December 31, 2008, 2009 and 2010	17
Consolidated Statements of Cash Flows for the years ended December 31, 2008, 2009 and 2010	18
Consolidated Statement of Changes in Stockholder’s Equity for the years ended December 31, 2008, 2009 and 2010	19
Notes to Consolidated Financial Statements	20

1

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of the Company’s financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. Management conducted an assessment of the Company’s internal control over financial reporting based on the criteria established by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework. Based on the assessment, management concluded that, as of December 31, 2010, the Company’s internal control over financial reporting is effective based on those criteria.

The independent registered public accounting firm that audited the financial statements included in this annual report has issued an attestation report on the Company’s internal control over financial reporting. The attestation report is included herein.

SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of SunGard Capital Corp.:

In our opinion, the accompanying consolidated balance sheets and the related statements of operations, of changes in equity and of cash flows present fairly, in all material respects, the financial position of SunGard Capital Corp. and its subsidiaries (“SCC”) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, SCC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). SCC’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on SCC’s internal control over financial reporting based on our audits (which was an integrated audit in 2010). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 1, 2011, except for the Trade Name and Goodwill section in Note 1 and Note 12, as to which the date is May 25, 2011

3

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of SunGard Capital Corp. II:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of changes in stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of SunGard Capital Corp. II and its subsidiaries (“SCC II”) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, SCCII maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). SCCII’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on SCCII’s internal control over financial reporting based on our audits (which was an integrated audit in 2010). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 1, 2011, except for the Trade Name and Goodwill section in Note 1 and Note 12, as to which the date is May 25, 2011

4

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholder of SunGard Data Systems Inc.:

In our opinion, the accompanying consolidated balance sheets and the related statements of operations, of changes in stockholder’s equity and of cash flows present fairly, in all material respects, the financial position of SunGard Data Systems Inc. and its subsidiaries (“SDS”) at December 31, 2010 and 2009, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2010 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, SDS maintained, in all material respects, effective internal control over financial reporting as of December 31, 2010, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). SDS’ management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on SDS’ internal control over financial reporting based on our audits (which was an integrated audit in 2010). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 1, 2011, except for the Trade Name and Goodwill section in Note 1 and Note 12, as to which the date is May 25, 2011

5

SunGard Capital Corp.

Consolidated Balance Sheets

(In millions except share and per-share amounts)	December 31, 2009			December 31, 2010
Assets
Current:
Cash and cash equivalents	$	642		$	778
Trade receivables, less allowance for doubtful accounts of $48 and $41		925			894
Earned but unbilled receivables		163			167
Prepaid expenses and other current assets		172			178
Clearing broker assets		332			230
Deferred income taxes		19			10
Current assets of discontinued operations		90			—
Total current assets		2,343			2,257
Property and equipment, less accumulated depreciation of $931 and $1,135		919			918
Software products, less accumulated amortization of $1,069 and $1,301		1,014			809
Customer base, less accumulated amortization of $918 and $1,158		2,239			2,000
Other intangible assets, less accumulated amortization of $24 and $23		193			187
Trade name, less accumulated amortization of $10 and $7		1,025			1,023
Goodwill		6,027			5,774
Long-term assets of discontinued operations		220			—
Total Assets	$	13,980		$	12,968
Liabilities and Equity
Current:
Short-term and current portion of long-term debt	$	64		$	9
Accounts payable		61			64
Accrued compensation and benefits		311			302
Accrued interest expense		146			103
Other accrued expenses		386			421
Clearing broker liabilities		294			210
Deferred revenue		1,025			997
Current liabilities of discontinued operations		60			—
Total current liabilities		2,347			2,106
Long-term debt		8,251			8,046
Deferred income taxes		1,302			1,212
Long-term liabilities of discontinued operations		16			—
Total liabilities		11,916			11,364
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII subject to a put option		51			54
Class L common stock subject to a put option		88			87
Class A common stock subject to a put option		11			11
Stockholders’ equity:
Class L common stock, convertible, par value $.001 per share; cumulative 13.5% per annum, compounded quarterly; aggregate liquidation preference of $4,118 million and $4,699 million; 50,000,000 shares authorized, 28,613,930 and 28,670,331 shares issued		—			—
Class A common stock, par value $.001 per share; 550,000,000 shares authorized, 257,529,758 and 258,037,523 shares issued		—			—
Capital in excess of par value		2,678			2,703
Treasury stock, 248,414 and 326,329 shares of Class L common stock; and 2,239,549 and 2,940,981 shares of Class A common stock		(27	)		(34	)
Accumulated deficit		(2,209	)		(2,970	)
Accumulated other comprehensive income		(121	)		(29	)
Total SunGard Capital Corp. stockholders’ equity (deficit)		321			(330	)
Noncontrolling interest in preferred stock of SCCII		1,593			1,782
Total equity		1,914			1,452
Total Liabilities and Equity	$	13,980		$	12,968

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

6

SunGard Capital Corp.

Consolidated Statements of Operations

	Year ended December 31,
(in millions)	2008			2009			2010
Revenue:
Services	$	4,898		$	4,844		$	4,485
License and resale fees		359			324			380
Total products and services		5,257			5,168			4,865
Reimbursed expenses		144			164			127
		5,401			5,332			4,992
Costs and expenses:
Cost of sales and direct operating		2,601			2,534			2,201
Sales, marketing and administration		1,113			1,088			1,141
Product development		309			348			370
Depreciation and amortization		274			288			291
Amortization of acquisition-related intangible assets		472			529			484
Goodwill impairment charges		—			1,126			237
		4,769			5,913			4,724
Operating income (loss)		632			(581	)		268
Interest income		17			7			2
Interest expense and amortization of deferred financing fees		(597	)		(637	)		(638	)
Loss on extinguishment of debt		—			—			(58	)
Other income (expense)		(93	)		15			7
Loss from continuing operations before income taxes		(41	)		(1,196	)		(419	)
Benefit from (provision for) income taxes		(51	)		75			29
Loss from continuing operations		(92	)		(1,121	)		(390	)
Income (loss) from discontinued operations, net of tax		(150	)		4			(180	)
Net loss		(242	)		(1,117	)		(570	)
Income attributable to the noncontrolling interest (including $4 million, $5 million and $3 million in temporary equity)		(157	)		(180	)		(191	)
Net loss attributable to SunGard Capital Corp.	$	(399	)	$	(1,297	)	$	(761	)

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

7

SunGard Capital Corp.

Consolidated Statements of Cash Flows

	Year ended December 31,
(in millions)	2008			2009			2010
Cash flow from operations:
Net loss	$	(242	)	$	(1,117	)	$	(570	)
Income (loss) from discontinued operations		(150	)		4			(180	)
Loss from continuing operations		(92	)		(1,121	)		(390	)
Reconciliation of loss from continuing operations to cash flow from operations:
Depreciation and amortization		746			817			775
Goodwill impairment charge		—			1,126			237
Deferred income tax benefit		(94	)		(166	)		(90	)
Stock compensation expense		35			33			31
Amortization of deferred financing costs and debt discount		37			42			43
Loss on extinguishment of debt		—			—			58
Other noncash items		50			(14	)		3
Accounts receivable and other current assets		(349	)		(57	)		33
Accounts payable and accrued expenses		(18	)		(74	)		26
Clearing broker assets and liabilities, net		36			(39	)		18
Deferred revenue		24			60			(30	)
Cash flow from continuing operations		375			607			714
Cash flow from discontinued operations		9			33			7
Cash flow from operations		384			640			721
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(721	)		(13	)		(82	)
Cash paid for property and equipment and software		(391	)		(323	)		(312	)
Other investing activities		4			5			9
Cash used in continuing operations		(1,108	)		(331	)		(385	)
Cash provided by (used in) discontinued operations		(17	)		(2	)		125
Cash used in investment activities		(1,125	)		(333	)		(260	)
Financing activities:
Cash received from issuance of common stock		3			4			1
Cash received from issuance of preferred stock		1			1			—
Cash received from borrowings, net of fees		1,444			202			1,633
Cash used to repay debt		(103	)		(825	)		(1,924	)
Premium paid to retire debt		—			—			(41	)
Cash used to repurchase treasury stock		(18	)		(6	)		(12	)
Other financing activities		(7	)		(3	)		(1	)
Cash used in continuing operations		1,320			(627	)		(344	)
Cash provided by (used in) discontinued operations		—			(2	)		—
Cash provided by (used in) financing activities		1,320			(629	)		(344	)
Effect of exchange rate changes on cash		(31	)		11			(3	)
Increase (decrease) in cash and cash equivalents		548			(311	)		114
Beginning cash and cash equivalents includes cash of discontinued operations: 2008, $25; 2009, $10; 2010, $22		427			975			664
Ending cash and cash equivalents includes cash of discontinued operations: 2008, $10; 2009, $22; 2010, $0	$	975		$	664		$	778

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

8

SunGard Capital Corp.

Consolidated Statement of Changes in Equity

	Common Stock						Capital in Excess of Par Value			Treasury Stock
										Common Stock
	Number of Shares issued				Par Value					Shares				Par Value		Amount
(In millions)	Class L		Class A							Class L		Class A
Balances at December 31, 2007		28		256	$	—	$	2,580			—		1	$	—	$	(10	)
Comprehensive loss:
Net loss		—		—		—		—			—		—		—		—
Foreign currency translation		—		—		—		—			—		—		—		—
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—		—			—		—		—		—
Total comprehensive loss
Stock compensation expense		—		—		—		35			—		—		—		—
Issuance of common and preferred stock		1		—		—		—			—		—		—		—
Purchase of treasury stock		—		—		—		—			—		1		—		(14	)
Other		—		—		—		(2	)		—		—		—		—
Balances at December 31, 2008		29		256		—		2,613			—		2		—		(24	)
Comprehensive loss:
Net loss		—		—		—		—			—		—		—		—
Foreign currency translation		—		—		—		—			—		—		—		—
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—		—			—		—		—		—
Total comprehensive loss
Stock compensation expense		—		—		—		33			—		—		—		—
Issuance of common and preferred stock		—		2		—		(1	)		—		—		—		—
Purchase of treasury stock		—		—		—		—			—		—		—		(3	)
Expiration of put option		—		—		—		44			—		—		—		—
Transfer intrinsic value of vested restricted stock units to temporary equity		—		—		—		(9	)		—		—		—		—
Other		—		—		—		(2	)		—		—		—		—
Balances at December 31, 2009		29		258		—		2,678			—		2		—		(27	)
Comprehensive loss:
Net loss		—		—		—		—			—		—		—		—
Foreign currency translation including the impact of the sale of a business of $109		—		—		—		—			—		—		—		—
Net unrealized gain on derivative instruments (net of tax provision of $12)		—		—		—		—			—		—		—		—
Total comprehensive loss
Stock compensation expense		—		—		—		31			—		—		—		—
Issuance of common stock		—		—		—		1			—		—		—		—
Purchase of treasury stock		—		—		—		(1	)		—		1		—		(7	)
Expiration of put option		—		—		—		10			—		—		—		—
Transfer intrinsic value of vested restricted stock units to temporary equity		—		—		—		(13	)		—		—		—		—
Other		—		—		—		(3	)		—		—		—		—
Balances at December 31, 2010		29		258	$	—	$	2,703			—		3	$	—	$	(34	)

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

9

SunGard Capital Corp.

Consolidated Statement of Changes in Equity

	Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)						Noncontrolling interest			Total
(In millions)				Foreign Currency Translation			Net Unrealized Gain (Loss) on Derivative Instruments
Balances at December 31, 2007	$	(513	)	$	90		$	(21	)	$	1,258		$	3,384
Comprehensive loss:
Net loss		(399	)		—			—			153			(246	)
Foreign currency translation		—			(249	)		—			—			(249	)
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—			—			(39	)		—			(39	)
Total comprehensive loss														(534	)
Stock compensation expense		—			—			—			—			35
Issuance of common and preferred stock		—			—			—			—			—
Purchase of treasury stock		—			—			—			—			(14	)
Other		—			—			—			—			(2	)
Balances at December 31, 2008		(912	)		(159	)		(60	)		1,411			2,869
Comprehensive loss:
Net loss		(1,297	)		—			—			175			(1,122	)
Foreign currency translation		—			80			—			—			80
Net unrealized gain on derivative instruments (net of tax provision of $11)		—			—			18			—			18
Total comprehensive loss														(1,024	)
Stock compensation expense		—			—			—			—			33
Issuance of common and preferred stock		—			—			—			1			—
Purchase of treasury stock		—			—			—			(2	)		(5	)
Expiration of put option		—			—			—			8			52
Transfer intrinsic value of vested restricted stock units to temporary equity		—			—			—			—			(9	)
Other		—			—			—			—			(2	)
Balances at December 31, 2009		(2,209	)		(79	)		(42	)		1,593			1,914
Comprehensive loss:
Net loss		(761	)		—			—			188			(573	)
Foreign currency translation including the impact of the sale of a business of $109		—			68			—			—			68
Net unrealized gain on derivative instruments (net of tax provision of $12)		—			—			24			—			24
Total comprehensive loss														(481	)
Stock compensation expense		—			—			—			—			31
Issuance of common stock		—			—			—			—			1
Purchase of treasury stock		—			—			—			(3	)		(11	)
Expiration of put option		—			—			—			3			13
Transfer intrinsic value of vested restricted stock units to temporary equity		—			—			—			—			(13	)
Other		—			—			—			1			(2	)
Balances at December 31, 2010	$	(2,970	)	$	(11	)	$	(18	)	$	1,782		$	1,452

10

SunGard Capital Corp. II

Consolidated Balance Sheets

(In millions except share and per-share amounts)	December 31, 2009			December 31, 2010
Assets
Current:
Cash and cash equivalents	$	642		$	778
Trade receivables, less allowance for doubtful accounts of $48 and $41		925			894
Earned but unbilled receivables		163			167
Prepaid expenses and other current assets		172			178
Clearing broker assets		332			230
Deferred income taxes		19			10
Current assets of discontinued operations		90			—
Total current assets		2,343			2,257
Property and equipment, less accumulated depreciation of $931 and $1,135		919			918
Software products, less accumulated amortization of $1,069 and $1,301		1,014			809
Customer base, less accumulated amortization of $918 and $1,158		2,239			2,000
Other intangible assets, less accumulated amortization of $24 and $23		193			187
Trade name, less accumulated amortization of $10 and $7		1,025			1,023
Goodwill		6,027			5,774
Long-term assets of discontinued operations		220			—
Total Assets	$	13,980		$	12,968
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	64		$	9
Accounts payable		61			64
Accrued compensation and benefits		311			302
Accrued interest expense		146			103
Other accrued expenses		386			422
Clearing broker liabilities		294			210
Deferred revenue		1,025			997
Current liabilities of discontinued operations		60			—
Total current liabilities		2,347			2,107
Long-term debt		8,251			8,046
Deferred income taxes		1,302			1,211
Long-term liabilities of discontinued operations		16			—
Total liabilities		11,916			11,364
Commitments and contingencies
Preferred stock subject to a put option		38			37
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,623 million and $1,818 million; 14,999,000 shares authorized, 9,904,863 and 9,924,392 issued		—			—
Common stock, par value $.001 per share; 1,000 shares authorized, 100 shares issued and outstanding		—			—
Capital in excess of par value		3,724			3,747
Treasury stock, 86,008 and 112,987 shares		(10	)		(14	)
Accumulated deficit		(1,567	)		(2,137	)
Accumulated other comprehensive income		(121	)		(29	)
Total stockholders’ equity		2,026			1,567
Total Liabilities and Stockholders’ Equity	$	13,980		$	12,968

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

11

SunGard Capital Corp. II

Consolidated Statements of Operations

	Year ended December 31,
(in millions)	2008			2009			2010
Revenue:
Services	$	4,898		$	4,844		$	4,485
License and resale fees		359			324			380
Total products and services		5,257			5,168			4,865
Reimbursed expenses		144			164			127
		5,401			5,332			4,992
Costs and expenses:
Cost of sales and direct operating		2,601			2,534			2,201
Sales, marketing and administration		1,113			1,088			1,141
Product development		309			348			370
Depreciation and amortization		274			288			291
Amortization of acquisition-related intangible assets		472			529			484
Goodwill impairment charges		—			1,126			237
		4,769			5,913			4,724
Operating income (loss)		632			(581	)		268
Interest income		17			7			2
Interest expense and amortization of deferred financing fees		(597	)		(637	)		(638	)
Loss on extinguishment of debt		—			—			(58	)
Other income (expense)		(93	)		15			7
Loss from continuing operations before income taxes		(41	)		(1,196	)		(419	)
Benefit from (provision for) income taxes		(51	)		74			29
Loss from continuing operations		(92	)		(1,122	)		(390	)
Income (loss) from discontinued operations, net of tax		(150	)		4			(180	)
Net loss	$	(242	)	$	(1,118	)	$	(570	)

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

12

SunGard Capital Corp. II

Consolidated Statements of Cash Flows

	Year ended December 31,
(in millions)	2008			2009			2010
Cash flow from operations:
Net loss	$	(242	)	$	(1,118	)	$	(570	)
Income (loss) from discontinued operations		(150	)		4			(180	)
Loss from continuing operations		(92	)		(1,122	)		(390	)
Reconciliation of loss from continuing operations to cash flow from operations:
Depreciation and amortization		746			817			775
Goodwill impairment charge		—			1,126			237
Deferred income tax benefit		(94	)		(166	)		(90	)
Stock compensation expense		35			33			31
Amortization of deferred financing costs and debt discount		37			42			43
Loss on extinguishment of debt		—			—			58
Other noncash items		50			(14	)		3
Accounts receivable and other current assets		(351	)		(57	)		33
Accounts payable and accrued expenses		(15	)		(73	)		26
Clearing broker assets and liabilities, net		36			(39	)		18
Deferred revenue		24			60			(30	)
Cash flow from continuing operations		376			607			714
Cash flow from discontinued operations		9			33			7
Cash flow from operations		385			640			721
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(721	)		(13	)		(82	)
Cash paid for property and equipment and software		(391	)		(323	)		(312	)
Other investing activities		4			5			9
Cash used in continuing operations		(1,108	)		(331	)		(385	)
Cash provided by (used in) discontinued operations		(17	)		(2	)		125
Cash used in investment activities		(1,125	)		(333	)		(260	)
Financing activities:
Cash received from issuance of preferred stock		1			1			—
Cash received from borrowings, net of fees		1,444			202			1,633
Cash used to repay debt		(103	)		(825	)		(1,924	)
Premium paid to retire debt		—			—			(41	)
Cash used to repurchase treasury stock		(5	)		(2	)		(4	)
Other financing activities		(18	)		(3	)		(8	)
Cash used in continuing operations		1,319			(627	)		(344	)
Cash provided by (used in) discontinued operations		—			(2	)		—
Cash provided by (used in) financing activities		1,319			(629	)		(344	)
Effect of exchange rate changes on cash		(31	)		11			(3	)
Increase (decrease) in cash and cash equivalents		548			(311	)		114
Beginning cash and cash equivalents includes cash of discontinued operations: 2008, $25; 2009, $10; 2010, $22		427			975			664
Ending cash and cash equivalents includes cash of discontinued operations: 2008, $10; 2009, $22; 2010, $0	$	975		$	664		$	778

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

13

SunGard Capital Corp. II

Consolidated Statement of Changes in Stockholders’ Equity

	Preferred Stock				Common Stock				Capital in Excess of Par Value
(In millions)	Number of Shares issued		Par Value		Number of Shares issued		Par Value
Balances at December 31, 2007		10	$	—		—	$	—	$	3,646
Comprehensive loss:
Net loss		—		—		—		—		—
Foreign currency translation		—		—		—		—		—
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—		—		—
Total comprehensive loss
Stock compensation expense		—		—		—		—		35
Purchase of treasury stock		—		—		—		—		—
Other		—		—		—		—		6
Balances at December 31, 2008		10		—		—		—		3,687
Comprehensive loss:
Net loss		—		—		—		—		—
Foreign currency translation		—		—		—		—		—
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—		—		—
Total comprehensive loss
Stock compensation expense		—		—		—		—		33
Purchase of treasury stock		—		—		—		—		—
Expiration of put option		—		—		—		—		15
Other		—		—		—		—		(11	)
Balances at December 31, 2009		10		—		—		—		3,724
Comprehensive loss:
Net loss		—		—		—		—		—
Foreign currency translation including the impact of the sale of a business of $109		—		—		—		—		—
Net unrealized gain on derivative instruments (net of tax provision of $12)		—		—		—		—		—
Total comprehensive loss
Stock compensation expense		—		—		—		—		31
Purchase of treasury stock		—		—		—		—		—
Transfer intrinsic value of vested restricted stock units to temporary equity		—		—		—		—		(4	)
Expiration of put option		—		—		—		—		4
Other		—		—		—		—		(8	)
Balances at December 31, 2010		10	$	—		—	$	—	$	3,747

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

14

SunGard Capital Corp. II

Consolidated Statement of Changes in Stockholders’ Equity

		Treasury Stock (Preferred Stock)								Accumulated Other Comprehensive Income (Loss)
(In millions)	Shares		Amount			Retained Earnings (Accumulated Deficit)			Foreign Currency Translation			Net Unrealized Gain (Loss) on Derivative Instruments			Total
Balances at December 31, 2007		—	$	(3	)	$	(207	)	$	90		$	(21	)	$	3,505
Comprehensive loss:
Net loss		—		—			(242	)		—			—			(242	)
Foreign currency translation		—		—			—			(249	)		—			(249	)
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—			—			—			(39	)		(39	)
Total comprehensive loss																(530	)
Stock compensation expense		—		—			—			—			—			35
Purchase of treasury stock		—		(5	)		—			—			—			(5	)
Other		—		—			—			—			—			6
Balances at December 31, 2008		—		(8	)		(449	)		(159	)		(60	)		3,011
Comprehensive loss:
Net loss		—		—			(1,118	)		—			—			(1,118	)
Foreign currency translation		—		—			—			80			—			80
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—			—			—			18			18
Total comprehensive loss																(1,020	)
Stock compensation expense		—		—			—			—			—			33
Purchase of treasury stock		—		(2	)		—			—			—			(2	)
Expiration of put option		—		—			—			—			—			15
Other		—		—			—			—			—			(11	)
Balances at December 31, 2009		—		(10	)		(1,567	)		(79	)		(42	)		2,026
Comprehensive loss:
Net loss		—		—			(570	)		—			—			(570	)
Foreign currency translation including the impact of the sale of a business of $109		—		—			—			68			—			68
Net unrealized gain on derivative instruments (net of tax provision of $12)		—		—			—			—			24			24
Total comprehensive loss																(478	)
Stock compensation expense		—		—			—			—			—			31
Purchase of treasury stock		—		(4	)		—			—			—			(4	)
Transfer intrinsic value of vested restricted stock units to temporary equity		—		—			—			—			—			(4	)
Expiration of put option		—		—			—			—			—			4
Other		—		—			—			—			—			(8	)
Balances at December 31, 2010		—	$	(14	)	$	(2,137	)	$	(11	)	$	(18	)	$	1,567

15

SunGard Data Systems Inc.

Consolidated Balance Sheets

(In millions except share and per-share amounts)	December 31, 2009			December 31, 2010
Assets
Current:
Cash and cash equivalents	$	642		$	778
Trade receivables, less allowance for doubtful accounts of $48 and $41		925			894
Earned but unbilled receivables		163			167
Prepaid expenses and other current assets		172			178
Clearing broker assets		332			230
Deferred income taxes		19			10
Current assets of discontinued operations		90			—
Total current assets		2,343			2,257
Property and equipment, less accumulated depreciation of $931 and $1,135		919			918
Software products, less accumulated amortization of $1,069 and $1,301		1,014			809
Customer base, less accumulated amortization of $918 and $1,158		2,239			2,000
Other intangible assets, less accumulated amortization of $24 and $23		193			187
Trade name, less accumulated amortization of $10 and $7		1,025			1,023
Goodwill		6,027			5,774
Long-term assets of discontinued operations		220			—
Total Assets	$	13,980		$	12,968
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	64		$	9
Accounts payable		61			64
Accrued compensation and benefits		311			302
Accrued interest expense		146			103
Other accrued expenses		387			423
Clearing broker liabilities		294			210
Deferred revenue		1,025			997
Current liabilities of discontinued operations		60			—
Total current liabilities		2,348			2,108
Long-term debt		8,251			8,046
Deferred income taxes		1,298			1,207
Long-term liabilities of discontinued operations		16			—
Total liabilities		11,913			11,361
Commitments and contingencies
Stockholder’s equity:
Common stock, par value $.01 per share; 100 shares authorized, issued and outstanding		—			—
Capital in excess of par value		3,755			3,773
Accumulated deficit		(1,567	)		(2,137	)
Accumulated other comprehensive income		(121	)		(29	)
Total stockholder’s equity		2,067			1,607
Total Liabilities and Stockholder’s Equity	$	13,980		$	12,968

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

16

SunGard Data Systems Inc.

Consolidated Statements of Operations

	Year ended December 31,
(In millions)	2008			2009			2010
Revenue:
Services	$	4,898		$	4,844		$	4,485
License and resale fees		359			324			380
Total products and services		5,257			5,168			4,865
Reimbursed expenses		144			164			127
		5,401			5,332			4,992
Costs and expenses:
Cost of sales and direct operating		2,601			2,534			2,201
Sales, marketing and administration		1,113			1,088			1,141
Product development		309			348			370
Depreciation and amortization		274			288			291
Amortization of acquisition-related intangible assets		472			529			484
Goodwill impairment charges		—			1,126			237
		4,769			5,913			4,724
Operating income (loss)		632			(581	)		268
Interest income		17			7			2
Interest expense and amortization of deferred financing fees		(597	)		(637	)		(638	)
Loss on extinguishment of debt		—			—			(58	)
Other income (expense)		(93	)		15			7
Loss from continuing operations before income taxes		(41	)		(1,196	)		(419	)
Benefit from (provision for) income taxes		(51	)		74			29
Loss from continuing operations		(92	)		(1,122	)		(390	)
Income (loss) from discontinued operations, net of tax		(150	)		4			(180	)
Net loss	$	(242	)	$	(1,118	)	$	(570	)

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

17

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

	Year ended December 31,
(In millions)	2008			2009			2010
Cash flow from operations:
Net loss	$	(242	)	$	(1,118	)	$	(570	)
Income (loss) from discontinued operations		(150	)		4			(180	)
Loss from continuing operations		(92	)		(1,122	)		(390	)
Reconciliation of loss from continuing operations to cash flow from operations:
Depreciation and amortization		746			817			775
Goodwill impairment charge		—			1,126			237
Deferred income tax benefit		(95	)		(166	)		(91	)
Stock compensation expense		35			33			31
Amortization of deferred financing costs and debt discount		37			42			43
Loss on extinguishment of debt		—			—			58
Other noncash items		50			(14	)		3
Accounts receivable and other current assets		(351	)		(57	)		33
Accounts payable and accrued expenses		(14	)		(74	)		27
Clearing broker assets and liabilities, net		36			(39	)		18
Deferred revenue		24			60			(30	)
Cash flow from continuing operations		376			606			714
Cash flow from discontinued operations		9			33			7
Cash flow from operations		385			639			721
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(721	)		(13	)		(82	)
Cash paid for property and equipment and software		(391	)		(323	)		(312	)
Other investing activities		4			5			9
Cash used in continuing operations		(1,108	)		(331	)		(385	)
Cash provided by (used in) discontinued operations		(17	)		(2	)		125
Cash used in investment activities		(1,125	)		(333	)		(260	)
Financing activities:
Cash received from borrowings, net of fees		1,444			202			1,633
Cash used to repay debt		(103	)		(825	)		(1,924	)
Premium paid to retire debt		—			—			(41	)
Other financing activities		(22	)		(3	)		(12	)
Cash used in continuing operations		1,319			(626	)		(344	)
Cash provided by (used in) discontinued operations		—			(2	)		—
Cash provided by (used in) financing activities		1,319			(628	)		(344	)
Effect of exchange rate changes on cash		(31	)		11			(3	)
Increase (decrease) in cash and cash equivalents		548			(311	)		114
Beginning cash and cash equivalents includes cash of discontinued operations: 2008, $25; 2009, $10; 2010, $22		427			975			664
Ending cash and cash equivalents includes cash of discontinued operations: 2008, $10; 2009, $22; 2010, $0	$	975		$	664		$	778

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

18

SunGard Data Systems Inc.

Consolidated Statement of Changes in Stockholder’s Equity

	Common Stock							Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)						Total
(in millions)	Number of Shares issued		Par Value		Capital in Excess of Par Value						Foreign Currency Translation			Net Unrealized Gain (Loss) on Derivative Instruments
Balances at December 31, 2007		—	$	—	$	3,694		$	(207	)	$	90		$	(21	)	$	3,556
Comprehensive loss:
Net loss		—		—		—			(242	)		—			—			(242	)
Foreign currency translation		—		—		—			—			(249	)		—			(249	)
Net unrealized loss on derivative instruments (net of tax benefit of $25)		—		—		—			—			—			(39	)		(39	)
Total comprehensive loss																		(530	)
Stock compensation expense		—		—		35			—			—			—			35
Other		—		—		2			—			—			—			2
Balances at December 31, 2008		—		—		3,731			(449	)		(159	)		(60	)		3,063
Comprehensive loss:
Net loss		—		—		—			(1,118	)		—			—			(1,118	)
Foreign currency translation		—		—		—			—			80						80
Net unrealized gain on derivative instruments (net of tax provision of $11)		—		—		—			—			—			18			18
Total comprehensive loss																		(1,020	)
Stock compensation expense		—		—		33			—			—			—			33
Other		—		—		(9	)		—			—			—			(9	)
Balances at December 31, 2009		—		—		3,755			(1,567	)		(79	)		(42	)		2,067
Comprehensive loss:
Net loss		—		—		—			(570	)		—			—			(570	)
Foreign currency translation including the impact of the sale of a business of $109		—		—		—			—			68			—			68
Net unrealized gain on derivative instruments (net of tax provision of $12)		—		—		—			—			—			24			24
Total comprehensive loss																		(478	)
Stock compensation expense		—		—		31			—			—			—			31
Other		—		—		(13	)		—			—			—			(13	)
Balances at December 31, 2010		—	$	—	$	3,773		$	(2,137	)	$	(11	)	$	(18	)	$	1,607

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

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SunGard Capital Corp.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Notes to Consolidated Financial Statements

1. Basis of Presentation and Summary of Significant Accounting Policies:

SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 (the “LBO”) in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”).

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp. (“SCC”). SCC and SCCII are collectively referred to as the “Parent Companies.” All four of these companies were formed in 2005 for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.” SCC, SCCII and SunGard are separate reporting companies and are collectively referred to as the “Company.”

The Holding Companies have no other operations beyond those of their ownership of SunGard. SunGard is one of the world’s leading software and technology services companies and has four segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

Estimates

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make many estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. The Company evaluates its estimates and judgments on an ongoing basis and revises them when necessary. Actual results may differ from the original or revised estimates.

The presentation of certain prior year amounts has been revised to conform to the current year presentation.

Revenue Recognition

In the fourth quarter of 2010 the Company adopted, retrospective to the beginning of the year, the provisions of Accounting Standards Update No. 2009-13, Revenue Recognition—Multiple-Deliverable Revenue Arrangements (“ASU 2009-13”) and Accounting Standards Update 2009-14, Software-Certain Revenue Arrangements that Include Software Elements (“ASU 2009-14”). ASU 2009-13 amended existing accounting guidance for revenue recognition for multiple-element arrangements by establishing a selling price hierarchy that allows for the best estimated selling price (“BESP”) to determine the allocation of arrangement consideration to a deliverable in a multiple element arrangement where neither vendor specific objective evidence (“VSOE”) nor third-party evidence (“TPE”) is available for that deliverable. ASU 2009-14 modifies the scope of existing software guidance to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. In addition, ASU 2009-14 provides guidance on how a vendor should allocate arrangement consideration to non-software and

20

software deliverables in an arrangement where the vendor sells tangible products containing software components that are essential in delivering the tangible product’s functionality. The impact of the adoption of ASU 2009-13 and ASU 2009-14 was not material to the results of operations for 2010.

The following criteria must be met in determining whether revenue may be recorded: persuasive evidence of a contract exists; services have been provided; the price is fixed or determinable; and collection is reasonably assured.

The Company generates revenue from the following sources: (1) services revenue, which includes revenue from processing services, software maintenance and support, rentals, recovery and managed services, professional services and broker/dealer fees; and, (2) software license fees, which result from contracts that permit the customer to use a SunGard product at the customer’s site.

Services revenue is recorded as the services are provided based on the fair value of each element. Most AS services revenue consists of fixed monthly fees based upon the specific computer configuration or business process for which the service is being provided. When recovering from an interruption, customers generally are contractually obligated to pay additional fees, which typically cover the incremental costs of supporting customers during recoveries. FS services revenue includes monthly fees, which may include a fixed minimum fee and/or variable fees based on a measure of volume or activity, such as the number of accounts, trades or transactions, users or the number of hours of service.

For fixed-fee professional services contracts, services revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract and losses, if any, are reflected in the period during which the change or loss becomes known.

License fees result from contracts that permit the customer to use a SunGard software product at the customer’s site. Generally, these contracts are multiple-element arrangements since they usually provide for professional services and ongoing software maintenance. In these instances, license fees are recognized upon the signing of the contract and delivery of the software if the license fee is fixed or determinable, collection is probable, and there is sufficient vendor specific evidence of the fair value of each undelivered element. When there are significant program modifications or customization, installation, systems integration or related services, the professional services and license revenue are combined and recorded based upon proportional performance, measured in the manner described above. Revenue is recorded when billed when customer payments are extended beyond normal billing terms, or at acceptance when there is significant acceptance, technology or service risk. Revenue also is recorded over the longest service period in those instances where the software is bundled together with post-delivery services and there is not sufficient evidence of the fair value of each undelivered service element.

With respect to software related multiple-element arrangements, sufficient evidence of fair value is defined as VSOE. If there is no VSOE of the fair value of the delivered element (which is usually the software) but there is VSOE of the fair value of each of the undelivered elements (which are usually maintenance and professional services), then the residual method is used to determine the revenue for the delivered element. The revenue for each of the undelivered elements is set at the fair value of those elements using VSOE of the price paid when each of the undelivered elements is sold separately. The revenue remaining after allocation to the undelivered elements (i.e., the residual) is allocated to the delivered element.

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VSOE supporting the fair value of maintenance is based on the optional renewal rates for each product and is typically 18% to 20% of the software license fee per year. VSOE supporting the fair value of professional services is based on the standard daily rates charged when those services are sold separately.

In some software related multiple-element arrangements, the services rates are discounted. In these cases, a portion of the software license fee is deferred and recognized as the services are performed based on VSOE of the services.

From time to time, the Company enters into arrangements with customers that purchase non-software related services at the same time, or within close proximity, of purchasing software (non-software multiple-element arrangements). Each element within a non-software multiple-element arrangement is accounted for as a separate unit of accounting provided the following criteria are met: the delivered services have value to the customer on a standalone basis; and for an arrangement that includes a general right of return relative to the delivered services, delivery or performance of the undelivered service is considered probable and is substantially controlled by the Company. Where the criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.

For non-software multiple-element arrangements, the Company allocates revenue to each element based on a selling price hierarchy at the arrangement inception. During 2008 and 2009 the fair value of each undelivered element was determined using VSOE, and the residual method was used to assign a fair value to the delivered element if its VSOE was not available. Under the new rules for 2010 described above, the selling price for each element is based upon the following selling price hierarchy: VSOE then TPE then BESP. The total arrangement consideration is allocated to each separate unit of accounting for each of the non-software deliverables using the relative selling prices of each unit based on this hierarchy. The Company limits the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. Since under the new hierarchy a fair value for each element will be determinable, the residual method is no longer used.

To determine the selling price in non-software multiple-element arrangements, the Company establishes VSOE of the selling price using the price charged for a deliverable when sold separately. Where VSOE does not exist, TPE is established by evaluating similar competitor products or services in standalone arrangements with similarly situated customers. If the Company is unable to determine the selling price because VSOE or TPE doesn’t exist, it determines BESP for the purposes of allocating the arrangement by considering pricing practices, margin, competition and geographies in which it offers its products and services.

Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met.

Cash and Cash Equivalents

Cash and cash equivalents consist of investments that are readily convertible into cash and have original maturities of three months or less.

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Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist primarily of accounts receivable. The Company sells a significant portion of its products and services to the financial services industry and could be affected by the overall condition of that industry. The Company believes that any credit risk associated with accounts receivable is substantially mitigated by the relatively large number of customer accounts and reasonably short collection terms. Accounts receivable are stated at estimated net realizable value, which approximates fair value. By policy, the Company places its available cash and short-term investments with institutions of high credit-quality and limits the amount of credit exposure to any one issuer.

Foreign Currency Translation

The functional currency of each of the Company’s foreign operations is generally the local currency of the country in which the operation is located. All assets and liabilities are translated into U.S. dollars using exchange rates in effect at the balance sheet date. Revenue and expenses are translated using average exchange rates during the period.

Increases and decreases in net assets resulting from foreign currency translation are reflected in stockholder’s equity as a component of accumulated other comprehensive income (loss).

Property and Equipment

Property and equipment are recorded at cost and depreciated on the straight-line method over the estimated useful lives of the assets (three to eight years for equipment and ten to 40 years for buildings and improvements). Leasehold improvements are amortized ratably over their remaining lease term or useful life, if shorter. Depreciation and amortization of property and equipment in continuing operations was $237 million in 2008, $243 million in 2009 and $237 million in 2010.

Software Products

Software development costs are expensed as incurred and consist primarily of design and development costs of new products and significant enhancements to existing products incurred before the establishment of technological feasibility. Recoverable costs incurred subsequent to technological feasibility of new products and enhancements to existing products as well as costs associated with purchased software and software obtained through business acquisitions are capitalized and amortized over the estimated useful lives of the related products, generally three to twelve years (average life is eight years), using the straight-line method or the ratio of current revenue to current and anticipated revenue from such software, whichever provides the greater amortization. Amortization of all software products of continuing operations, including software acquired in business acquisitions and software purchased for internal use, aggregated $253 million in 2008, $290 million in 2009 and $265 million in 2010. Capitalized development costs of continuing operations were $17 million in 2008, $16 million in 2009 and $15 million in 2010.

Purchase Accounting and Intangible Assets

Purchase accounting requires that all assets and liabilities be recorded at fair value on the acquisition date, including identifiable intangible assets separate from goodwill. Identifiable intangible assets include customer base (which includes customer contracts and relationships), software and trade name. Goodwill represents the excess of cost over the fair value of net assets acquired.

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The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, the specific characteristics of the identified intangible assets, and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, technological developments, economic conditions and competition. In connection with our determination of fair values for the LBO and for other significant acquisitions, the Company engages independent appraisal firms to assist with the valuation of intangible (and certain tangible) assets acquired and certain assumed obligations.

Customer Base Intangible Assets

Customer base intangible assets represent customer contracts and relationships obtained as a result of the LBO and as part of acquired businesses and are amortized using the straight-line method over their estimated useful lives, ranging from three to 18 years (average life is 12 years). Amortization of all customer base intangible assets of continuing operations aggregated $243 million in 2008, $274 million in 2009 and $266 million in 2010.

Effective January 1, 2009, the Company shortened the remaining useful lives of certain intangible assets to reflect revisions to estimated customer attrition rates. The impact of this revision was an increase in amortization of acquisition-related intangible assets of approximately $36 million in 2009.

Other Intangible Assets

Other intangible assets consist primarily of deferred financing costs incurred in connection with debt issued in the LBO and amendments to our debt and other financing transactions (see Note 5), noncompetition agreements obtained in business acquisitions, long-term accounts receivable, prepayments and long-term investments. Deferred financing costs are amortized over the term of the related debt. Noncompetition agreements are amortized using the straight-line method over their stated terms, ranging from two to five years.

Impairment Reviews for Long-Lived Assets

The Company periodically reviews carrying values and useful lives of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, or significant negative industry or economic trends. When the Company determines that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future undiscounted cash flows is less than the carrying amount, an impairment charge is recorded based on the difference between the carrying value of the asset and its fair value, which the Company estimates based on discounted expected future cash flows. In determining whether an asset is impaired, the Company makes assumptions regarding recoverability of costs, estimated future cash flows from the asset, intended use of the asset and other relevant factors. If these estimates or their related assumptions change, impairment charges for these assets may be required.

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Future Amortization of Acquisition-Related Intangible Assets

Based on amounts recorded at December 31, 2010, total expected amortization of all acquisition-related intangible assets in each of the years ended December 31 follows (in millions):

2011	$	463
2012		414
2013		360
2014		307
2015		248

Trade Name and Goodwill

The trade name intangible asset primarily represents the fair value of the SunGard trade name at August 11, 2005 and is an indefinite-lived asset and therefore is not subject to amortization but is reviewed at least annually for impairment. Other trade names are amortized over their estimated useful lives. Goodwill represents the excess of cost over the fair value of net assets acquired. Generally accepted accounting principles require the Company to perform an impairment test, a two-step test, annually and more frequently when negative conditions or a triggering event arise. The Company completes its annual goodwill impairment test as of July 1. In step one, the estimated fair value of each reporting unit is compared to its carrying value. The Company estimates the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). If there is a deficiency (the estimated fair value of a reporting unit is less than the carrying value), a step two test is required. In step two, the amount of any goodwill impairment is measured by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected in operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination.

Estimating the fair value of a reporting unit requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving those cash flows. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves as well as industry and general economic data from third party sources. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. For the most recent annual impairment test as of July 1, 2010, the discount rates used were 10% or 11% and perpetual growth rates used were 3% or 4%, based on the specific characteristics of the reporting unit.

Based on the results of the step one test for the July 1 annual impairment test for 2010, the Company determined that the carrying value of our Public Sector North America (“PS NA”), Public Sector United Kingdom (“PS UK”), which has since been sold and is included in discontinued operations, and Higher Education Managed Services (“HE MS”) reporting units were in excess of their respective fair values and a step two test was required for each of these reporting units. The primary driver for the decline in the fair value of each of the reporting units compared to the prior year is the reduction in the perpetual growth rate assumption used for each of these three reporting units, stemming from the disruption in the global financial markets, particularly the markets in which

25

these three reporting units serve. Furthermore, there was a decline in the cash flow projections for the PS NA and PS UK reporting units, compared to those used in the 2009 goodwill impairment test, as a result of decline in the overall outlook for these two reporting units. Additionally, the discount rate assumption used for the PS UK reporting unit was higher than the discount rate used in the 2009 impairment test.

A one percentage point increase in the perpetual growth rate or a one percentage point decrease in the discount rate would have resulted in the HE MS reporting unit having a fair value in excess of carrying value and a step two test would not have been required.

Prior to completing the step two tests, the Company first evaluated the long-lived assets, primarily the software, customer base and property and equipment, for impairment. In performing the impairment tests for long-lived assets, the Company estimated the undiscounted cash flows for the asset groups over the remaining useful lives of the reporting unit’s primary asset and compared that to the carrying value of the asset groups. There was no impairment of the long-lived assets.

In completing the step two tests to determine the implied fair value of goodwill and therefore the amount of impairment, the Company first determined the fair value of the tangible and intangible assets and liabilities. Based on the testing performed, the Company determined that the carrying value of goodwill exceeded its implied fair value for each of the three reporting units and recorded a goodwill impairment charge of $328 million, of which $237 million is presented in continuing operations and $91 million in discontinued operations.

The Company has three other reporting units, whose goodwill balances total $2.1 billion as of December 31, 2010, where the excess of the estimated fair value over the carrying value of the reporting unit was less than 10% of the carrying value as of the July 1, 2010 impairment test. A one percentage point decrease in the perpetual growth rate or a one percentage point increase in the discount rate would cause each of these reporting units to fail the step one test and require a step two analysis, and some or all of this goodwill could be impaired. Furthermore, if any of these units fail to achieve expected performance levels or experience a downturn in the business below current expectations, goodwill could be impaired.

The Company’s remaining 10 reporting units, whose goodwill balances in aggregate total $3.2 billion as of December 31, 2010, each had estimated fair values in excess of 25% more than the carrying value of the reporting unit as of the July 1, 2010 impairment test.

During 2009, based on an evaluation of year-end results and a reduction in the revenue growth outlook for the AS business, the Company concluded that AS had experienced a triggering event in its North American reporting unit (“AS NA”), one of two reporting units identified in the July 1, 2009 annual impairment test where the excess of the estimated fair value over the carrying value was less than 10%. As a result, the Company determined that the carrying value of AS NA was in excess of its fair value. In completing the step two test we determined that the carrying value of AS NA’s goodwill exceeded its implied fair value by $1.13 billion and recorded a goodwill impairment charge for this amount.

As a result of the change in the economic environment in the second half of 2008 and completion of the annual budgeting process, the Company completed an assessment of the recoverability of our goodwill in December 2008. In completing this review, the Company considered a number of factors,

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including a comparison of the budgeted revenue and profitability for 2009 to that included in the annual impairment test conducted as of July 1, 2008, and the amount by which the fair value of each reporting unit exceeded its carrying value in the 2008 impairment analysis, as well as qualitative factors such as the overall economy’s effect on each reporting unit. Based on this analysis, the Company concluded that the decline in expected future cash flows in one of its PS reporting units, which has since been sold and presented in discontinued operations, was sufficient to result in an impairment of goodwill of $128 million.

The following table summarizes changes in goodwill by segment (in millions):

	Cost															Cumulative Impairment
	FS			HE			PS			AS			Subtotal			HE			PS			AS			Subtotal			Total
Balance at December 31, 2008	$	3,431		$	1,063		$	451		$	2,247		$	7,192		$	—		$	—		$	—		$	—		$	7,192
2009 acquisitions		2			—			—			—			2			—			—			—			—			2
Adjustments related to the LBO and prior year acquisitions		(9	)		(15	)		(14	)		(53	)		(91	)		—			—			—			—			(91	)
Impairment charges		—			—			—			—			—			—			—			(1,126	)		(1,126	)		(1,126	)
Effect of foreign currency translation		33			—			—			17			50			—			—			—			—			50
Balance at December 31, 2009		3,457			1,048			437			2,211			7,153			—			—			(1,126	)		(1,126	)		6,027
2010 acquisitions		24			—			—			1			25			—			—			—			—			25
Adjustments related to the LBO and prior year acquisitions		(2	)		—			(1	)		(1	)		(4	)		—			—			—			—			(4	)
Impairment charges		—			—			—			—			—			(32	)		(205	)		—			(237	)		(237	)
Effect of foreign currency translation		(29	)		—			—			(8	)		(37	)		—			—			—			—			(37	)
Balance at December 31, 2010	$	3,450		$	1,048		$	436		$	2,203		$	7,137		$	(32	)	$	(205	)	$	(1,126	)	$	(1,363	)	$	5,774

The 2009 adjustments related to the LBO and prior year acquisitions includes a $114 million adjustment to correct the income tax rate used to calculate the deferred tax liabilities associated with the intangible assets at the LBO date. The adjustment was not material to prior periods.

Stock Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Fair value for stock options is computed using the Black-Scholes pricing model. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of the Company’s stock price, and the number of awards expected to be forfeited. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, the Company estimates the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on the consolidated financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recognized. The Company’s ability to use the deferred tax asset is ultimately based on the actual value of the stock option upon exercise or restricted stock unit upon distribution. If the actual value is lower than the fair value determined on the date of grant, there could be an income tax expense for the portion of the deferred tax asset that cannot be used, which could have a material effect on the consolidated financial results.

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Income Taxes

The Company recognizes deferred income tax assets and liabilities based upon the expected future tax consequences of events that have been recognized in the financial statements or tax returns. Deferred income tax assets and liabilities are calculated based on the difference between the financial and tax bases of assets and liabilities using the currently enacted income tax rates in effect during the years in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed their examination even though the statute of limitations remains open, or the statute of limitation expires. Considerable judgment is required in assessing and estimating these amounts and differences between the actual outcome of these future tax consequences and estimates made could have a material effect on the consolidated financial results.

2. Acquisitions and Discontinued Operations:

Acquisitions

The Company seeks to acquire businesses that broaden its existing product lines and service offerings by adding complementary products and service offerings and by expanding its geographic reach. During 2010, the Company completed three acquisitions in its FS segment and one in its AS segment. Cash paid, subject to certain adjustments, was $82 million.

During 2009, the Company completed three acquisitions in its FS segment, and, in 2008, the Company completed four acquisitions in its FS segment, including GL TRADE S.A., and two in its AS segment.

Pro Forma Financial Information (unaudited)

The following unaudited pro forma results of operations (in millions) for 2008 assumes that businesses acquired in 2008 and 2009 occurred as of the beginning of 2008 and were reflected in the Company’s results from that date. The pro forma effect of the 2010 acquisitions on 2010 was not material. The pro forma effect of the 2009 and 2010 acquisitions on 2009 was not material. For 2008, in addition to the businesses acquired in 2009, the pro forma results include the 2008 acquisitions, the more significant of which are GL TRADE S.A., Strohl Systems Group, Inc. and Advanced Portfolio Technologies, Inc. The 2010 acquisitions are excluded from the 2008 pro forma results. This unaudited pro forma information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the acquisitions had actually occurred at the beginning of each period presented, nor of the results that may be obtained in the future. The pro forma adjustments include the effect of purchase accounting adjustments, interest expense and related tax effects.

	2008
Revenue	$	5,823
Net loss		(256	)

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Discontinued Operations

In December 2010, the Company sold its PS UK operations for gross proceeds of £88 million ($138 million) and recorded a noncash loss on the sale of $94 million. In 2008 and 2010, impairment charges of $128 million and $91 million, respectively, were incurred related to the discontinued operations. The results for the discontinued operations for 2008, 2009 and 2010 were as follows (in millions):

	Year ended December 31,
	2008			2009			2010
Revenue	$	194		$	177		$	180
Operating income (loss), excluding goodwill impairment		(34	)		6			7
Goodwill impairment charge		(128	)		—			(91	)
Loss on disposal		—			—			(94	)
Interest expense		(1	)		—			—
Income (loss) before income taxes		(163	)		6			(178	)
Benefit from (provision for) income taxes		13			(2	)		(2	)
Net income (loss) from discontinued operations	$	(150	)	$	4		$	(180	)

3. Clearing Broker Assets and Liabilities:

Clearing broker assets and liabilities are comprised of the following (in millions):

	December 31, 2009		December 31, 2010
Segregated customer cash and treasury bills	$	153	$	57
Securities owned		40		—
Securities borrowed		116		154
Receivables from customers and other		23		19
Clearing broker assets	$	332	$	230
Payables to customers	$	163	$	19
Securities loaned		95		137
Customer securities sold short, not yet purchased		9		—
Payable to brokers and dealers		27		54
Clearing broker liabilities	$	294	$	210

Segregated customer cash and treasury bills are held by the Company on behalf of customers. Clearing broker securities consist of trading and investment securities at fair market values, which are based on quoted market rates. Securities borrowed and loaned are collateralized financing transactions which are cash deposits made to or received from other broker/dealers. Receivables from and payables to customers represent amounts due or payable on cash and margin transactions.

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4. Property and Equipment:

Property and equipment consisted of the following (in millions):

	December 31, 2009			December 31, 2010
Computer and telecommunications equipment	$	811		$	923
Leasehold improvements		708			772
Office furniture and equipment		118			142
Buildings and improvements		143			151
Land		22			19
Construction in progress		48			46
		1,850			2,053
Accumulated depreciation and amortization		(931	)		(1,135	)
	$	919		$	918

5. Debt and Derivative Instruments:

Debt consisted of the following (in millions):

	December 31, 2009			December 31, 2010
Senior Secured Credit Facility:
Secured revolving credit facility (A)	$	—		$	—
Tranche A, effective interest rate of 3.24% and 3.29% (A)		1,506			1,447
Tranche B, effective interest rate of 6.79% and 6.67% (A)		2,717			2,468
Incremental term loan, effective interest rate of 6.75% and 6.75% (A)		494			479
Total Senior Secured Credit Facility		4,717			4,394
Senior Notes due 2013 at 9.125% (C)		1,600			—
Senior Notes due 2014 at 4.875%, net of discount of $16 and $12 (B)		234			238
Senior Notes due 2015 at 10.625%, net of discount of $5 and $4 (C)		495			496
Senior Notes due 2018 at 7.375% (C)		—			900
Senior Notes due 2020 at 7.625% (C)		—			700
Senior Subordinated Notes due 2015 at 10.25% (C)		1,000			1,000
Secured accounts receivable facility, effective interest rate of 7.5% and 3.76% (D)		250			313
Other, primarily acquisition purchase price and capital lease obligations		19			14
		8,315			8,055
Short-term borrowings and current portion of long-term debt		(64	)		(9	)
Long-term debt	$	8,251		$	8,046

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As a result of the LBO, the Company is highly leveraged. SunGard was in compliance with all covenants at December 31, 2010. Below is a summary of our debt instruments.

(A) Senior Secured Credit Facilities

SunGard’s senior secured credit facilities (Credit Agreement) consist of (1) $1.39 billion of U.S. dollar-denominated tranche A term loans and $62 million of pound sterling-denominated tranche A term loans, each maturing on February 28, 2014, collectively referred to as the unextended term loans, (2) $2.41 billion of U.S. dollar-denominated tranche B term loans and $60 million of pound sterling-denominated tranche B term loans, each maturing on February 28, 2016, collectively referred to as the extended term loans, (3) $479 million of U.S. dollar-denominated incremental term loans maturing on February 28, 2014 and (4) an $829 million revolving credit facility with $580 million of commitments terminating on May 11, 2013, referred to as the extended revolving credit loans, and $249 million of commitments terminating on August 11, 2011, referred to as the unextended revolving credit loans. As of December 31, 2010, $796 million was available for borrowing under the revolving credit facility after giving effect to certain outstanding letters of credit.

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at our option, either (a) a base rate that is the higher of (1) the prime rate of JPMorgan Chase Bank, N.A. and (2) the federal funds rate plus 1/2 of 1% or (b) LIBOR based on the costs of funds for deposits in the currency of such borrowing for either 30, 60, 90 or 180 days. The applicable margin for borrowings under the revolving credit facility and the term loan facility may change subject to attaining certain leverage ratios. In addition to paying interest on outstanding principal under the senior secured credit facilities, we pay a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments. The commitment fee rates with respect to unused commitments terminating in 2011 and unused commitments terminating in 2013 are 0.50% per annum and 0.75% per annum, respectively, and may change subject to attaining certain leverage ratios. As of December 31, 2010, the interest rate for the extended term loans, after adjusting for interest rate swaps, was 6.67% and for the unextended term loans, after adjusting for interest rate swaps, was 3.29%. As of December 31, 2010, the interest rate options available under the revolving credit facility were (a) the base rate, which was 4.25% for the unextended revolving credit loans and 5.50% for extended revolving credit loans or (b) LIBOR plus 2.00% for unextended revolving credit loans and LIBOR plus 3.25% for extended revolving credit loans.

All obligations under the senior secured credit facilities are fully and unconditionally guaranteed by SunGard Holdco LLC and by substantially all domestic, 100% owned subsidiaries, referred to, collectively, as Guarantors.

SunGard is required to repay installments on the loans under the term loan facilities in quarterly principal amounts of 0.25% of their funded total principal amount through the maturity date for each class of term loans, at which time the remaining aggregate principal balance is due. Maturity dates for our tranche B term loan facilities will automatically become May 15, 2015 if the Senior Subordinated Notes are not extended, renewed or refinanced on or prior to May 15, 2015.

The senior secured credit facilities also require SunGard to prepay outstanding term loans, subject to certain exceptions, with excess cash flow and proceeds from certain asset sales, casualty and condemnation events, other borrowings and certain financings under SunGard’s accounts receivable securitization program. Any required payments would be applied pro rata to the term loan lenders and to installments of the term loan facilities in direct order of maturity.

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The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, SunGard’s (and most or all of its subsidiaries’) ability to incur additional debt or issue preferred stock, pay dividends and distributions on or repurchase capital stock, create liens on assets, enter into sale and leaseback transactions, repay subordinated indebtedness, make investments, loans or advances, make capital expenditures, engage in certain transactions with affiliates, amend certain material agreements, change its lines of business, sell assets and engage in mergers or consolidations. In addition, under the senior secured credit facilities, SunGard is required to satisfy certain total leverage and interest coverage ratios.

In December 2010, we sold our PS UK operation for gross proceeds of £88 million ($138 million). Under SunGard’s debt covenants, the Company was required to apply the “Net Proceeds,” as defined in the Credit Agreement, to the repayment of outstanding term loans. Accordingly, SunGard repaid $96 million of its US dollar-denominated term loans, $3 million of pound sterling-denominated term loans and $2 million of our euro-denominated term loans. In addition, and concurrent with these mandatory prepayments, other available cash was used to voluntarily repay the remaining $164 million balance outstanding on the euro-denominated term loans. As a result of the repayment, SunGard is not required to make quarterly principal payments on the term loans until December 2012.

In June 2009, SunGard amended and restated its existing Credit Agreement to (a) extend the maturity date of $2.5 billion of its U.S. dollar-denominated term loans, £40 million of pound sterling-denominated term loans, and €120 million of euro-denominated term loans from February 2014 to February 2016, (b) reduce existing revolving credit commitments to $829 million from $1 billion and extend the termination date of $580 million of those commitments to May 2013, and (c) amend certain other provisions including those related to negative and financial covenants.

In September 2008, the Credit Agreement was amended to increase the amount of term loan borrowings by SunGard under the Credit Agreement by $500 million (“Incremental Term Loan”), and SunGard issued at a $6 million discount $500 million aggregate principal amount of 10.625% Senior Notes due 2015, together with the Incremental Term Loan, to fund the acquisition of GL TRADE and repay $250 million of senior notes due in January 2009. The second amendment to the Credit Agreement in September 2008 changed certain terms applicable to the Incremental Term Loan. Borrowings can be at either a Base Rate or a Eurocurrency Rate. Base Rate borrowings reset daily and bear interest at a minimum of 4.0% plus a spread of 2.75%. Eurocurrency borrowings can be made for periods of 30, 60, 90 or 180 days and bear interest at a minimum of 3.0% plus a spread of 3.75%. The interest rate at each of December 31, 2009 and 2010 was 6.75%. In January 2011, we amended SunGard’s Incremental Term Loan to (a) eliminate the LIBOR and Base Rate floors and (b) reduce the Eurocurrency Rate spread from 3.75% to 3.50% and the base rate spread from 2.75% to 2.50% with no impact on maturity.

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SunGard uses interest rate swap agreements to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the senior secured credit facilities. SunGard pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on the one-month LIBOR rate or three-month LIBOR rate, which were 0.26% and 0.30%, respectively, at December 31, 2010. The net receipt or payment from the interest rate swap agreements is included in interest expense. A summary of the Company’s interest rate swaps at December 31, 2010 follows:

Inception	Maturity	Notional Amount (in millions)		Interest rate paid			Interest rate received (LIBOR)
February 2006	February 2011	$	800		5.00	%		3-Month
January 2008	February 2011		750		3.17	%		3-Month
January/February 2009	February 2012		1,200		1.78	%		1-Month
February 2010	May 2013		500		1.99	%		3-Month
Total / Weighted Average interest rate		$	3,250		2.93	%

The interest rate swaps are designated and qualify as cash flow hedges and are included at estimated fair value as an asset or a liability in the consolidated balance sheet based on a discounted cash flow model using applicable market swap rates and certain assumptions. For 2008, 2009 and 2010, SunGard included an unrealized after-tax loss of $39 million, an unrealized after-tax gain of $18 million, and an unrealized after-tax gain of $21 million, respectively, in Other Comprehensive Income (Loss) related to the change in market value on the swaps. The market value of the swaps recorded in Other Comprehensive Income (Loss) may be recognized in the statement of operations if certain terms of the senior secured credit facilities change or if the loan is extinguished. The $70 million and $38 million fair value of the swap agreements at December 31, 2009 and 2010, respectively, is included in accrued expenses. The effects of the interest rate swaps are reflected in the effective interest rate for the senior secured credit facilities in the components of debt table above.

The table below summarizes the impact of the effective portion of interest rate swaps on the balance sheets and statements of operations for 2008, 2009 and 2010 (in millions):

	Classification	2008			2009			2010
Gain (loss) recognized in Accumulated Other Comprehensive Loss (OCI)	OCI	$	(96	)	$	(51	)	$	(49	)
Loss reclassified from accumulated OCI into income	Interest expense and amortization of deferred financing fees		32			80			85

The Company had no ineffectiveness related to its swap agreements.

The Company expects to reclassify in the next twelve months approximately $33 million of expense from accumulated other comprehensive income into earnings related to the Company’s interest rate swaps based on the borrowing rates at December 31, 2010.

(B) Senior Notes due 2009 and 2014

On January 15, 2004, SunGard issued $500 million of senior unsecured notes, of which $250 million 3.75% notes were due and paid in full in January 2009 and $250 million 4.875% notes are due

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2014, which are subject to certain standard covenants. As a result of the LBO, these senior notes became collateralized on an equal and ratable basis with loans under the senior secured credit facilities and are guaranteed by all subsidiaries that guarantee the senior notes due 2013, 2015, 2018 and 2020 and senior subordinated notes due 2015. The senior notes due 2014 are recorded at $234 million and $238 million as of December 31, 2009 and 2010, respectively, reflecting the remaining unamortized discount caused by the LBO. The $12 million discount at December 31, 2010 will be amortized and included in interest expense over the remaining periods to maturity.

(C) Senior Notes due 2013, 2015, 2018 and 2020 and Senior Subordinated Notes due 2015

The senior notes due 2013, 2015, 2018 and 2020 are senior unsecured obligations that rank senior in right of payment to future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior notes, including the senior subordinated notes. The senior notes (i) rank equally in right of payment to all existing and future senior debt and other obligations that are not, by their terms, expressly subordinated in right of payment to the senior notes, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, and (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior notes. All obligations under the senior notes are fully and unconditionally guaranteed, subject to certain exceptions, by substantially all domestic, wholly owned subsidiaries of SunGard. In November 2010, SunGard issued $900 million of 7.375% senior notes due 2018 and $700 million of 7.625% senior notes due 2020 and used the proceeds and excess cash to retire the $1.6 billion 9.125% senior notes due 2013.

The senior subordinated notes due 2015 are unsecured senior subordinated obligations that are subordinated in right of payment to the existing and future senior debt, including the senior secured credit facilities, the senior notes due 2009 and 2014 and the senior notes due 2013, 2015, 2018 and 2020. The senior subordinated notes (i) rank equally in right of payment to all future senior subordinated debt, (ii) are effectively subordinated in right of payment to all existing and future secured debt to the extent of the value of the assets securing such debt, (iii) are structurally subordinated to all obligations of each subsidiary that is not a guarantor of the senior subordinated notes, and (iv) rank senior in right of payment to all future debt and other obligations that are, by their terms, expressly subordinated in right of payment to the senior subordinated notes.

The senior notes due 2015, 2018 and 2020 and senior subordinated notes due 2015 are redeemable in whole or in part, at SunGard’s option, at any time at varying redemption prices that generally include premiums, which are defined in the applicable indentures. In addition, upon a change of control, SunGard is required to make an offer to redeem all of the senior notes and senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

The indentures governing the senior notes due 2015, 2018 and 2020 and senior subordinated notes due 2015 contain a number of covenants that restrict, subject to certain exceptions, SunGard’s ability and the ability of its restricted subsidiaries to incur additional debt or issue certain preferred shares, pay dividends on or make other distributions in respect of its capital stock or make other restricted payments, make certain investments, enter into certain types of transactions with affiliates, create liens securing certain debt without securing the senior notes due 2015, 2018 and 2020 or senior subordinated notes due 2015, as applicable, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of its assets and designate its subsidiaries as unrestricted subsidiaries.

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The senior notes due 2018 and 2020 contain registration rights by which the Company has agreed to use its reasonable best efforts to register with the U.S. Securities & Exchange Commission notes having substantially identical terms. The Company will use its reasonable best efforts to cause the exchange offer to be completed or, if required, to have one or more shelf registration statements declared effective, within 360 days after the issue date of the senior notes due 2018 and 2020.

If the Company fails to meet this target (a “registration default”) with respect to the senior notes due 2018 and 2020, the annual interest rate on the senior notes due 2018 and 2020 will increase by 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year over the applicable interest rate. If the registration default is corrected or, if it is not corrected, upon the two year anniversary of the issue date of the senior notes due 2018 and 2020, the applicable interest rate on such senior notes due 2018 and 2020 will revert to the original level.

(D) Accounts Receivable Securitization Program

In December 2008, SunGard terminated its off-balance sheet accounts receivable securitization program. Under this accounts receivable facility, eligible receivables were sold to third-party conduits through a wholly owned, bankruptcy remote, special purpose entity that was not consolidated for financial reporting purposes. SunGard serviced the receivables and charged a monthly servicing fee at market rates. The third-party conduits were sponsored by certain lenders under SunGard’s senior secured credit facilities. Sales of receivables under the facility qualified as sales under applicable accounting rules. Accordingly, at December 31, 2008, these receivables, totaling $363 million, net of applicable allowances, and the corresponding borrowings totaling $77 million were excluded from SunGard’s consolidated balance sheet. SunGard’s retained interest in receivables sold as of December 31, 2008 was $285 million. The loss on sale of receivables and discount on retained interests were included in other expense and totaled $25 million for 2008. The gain or loss on sale of receivables was determined at the date of transfer based upon the fair value of the assets sold and the interests retained. SunGard estimated fair value based on the present value of expected cash flows.

In March 2009, SunGard entered into a syndicated three-year receivables facility. The facility limit was $317 million, which consisted of a term loan commitment of $181 million and a revolving commitment of $136 million. Advances may be borrowed and repaid under the revolving commitment with no impact on the facility limit. The term loan commitment may be repaid at any time at SunGard’s option, but will result in a permanent reduction in the facility limit. On September 30, 2010, SunGard entered into an Amended and Restated Credit and Security Agreement (“Agreement”) related to its receivables facility. Among other things, the amendment (a) increased the borrowing capacity under the facility from $317 million to $350 million, (b) increased the term loan component to $200 million from $181 million, (c) extended the maturity date to September 30, 2014, (d) removed the 3% LIBOR floor and set the interest rate to one-month LIBOR plus 3.5%, which at December 31, 2010 was 3.76%, and (e) amended certain terms. At December 31, 2010, $200 million was drawn against the term loan commitment and $113 million was drawn against the revolving commitment, which represented the full amount available for borrowing based on the terms and conditions of the facility. At December 31, 2010, $680 million of accounts receivable secure the borrowings under the receivables facility.

The facility is subject to a fee on the unused portion of 1.00% per annum. The receivables facility contains certain covenants and SunGard is required to satisfy and maintain specified facility performance ratios, financial ratios and other financial condition tests.

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Future Maturities

At December 31, 2010, annual maturities of long-term debt during the next five years and thereafter are as follows (in millions):

2011	$	9
2012		8
2013		47
2014(1)		2,482
2015(2)		1,522
Thereafter		3,987

(1) Included in 2014 are debt discounts of $12 million.

(2) Included in 2015 are debt discounts of $4 million.

6. Fair Value Measurements:

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2010 (in millions):

	Fair Value Measures Using						Total
	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents—money market funds	$	210	$	—	$	—	$	210
Clearing broker assets—treasury bills		2		—		—		2
	$	212	$	—	$	—	$	212
Liabilities
Interest rate swap agreements and other	$	—	$	34	$	—	$	34

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2009 (in millions):

	Fair Value Measures Using						Total
	Level 1		Level 2		Level 3
Assets
Cash and cash equivalents—money market funds	$	168	$	—	$	—	$	168
Clearing broker assets—treasury bills		151		—		—		151
Clearing broker assets—securities owned		40		—		—		40
	$	359	$	—	$	—	$	359
Liabilities
Clearing broker liabilities—customer securities sold short, not yet purchased	$	9	$	—	$	—	$	9
Interest rate swap agreements		—		70		—		70
	$	9	$	70	$	—	$	79

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A Level 1 fair value measure is based upon quoted prices in active markets for identical assets or liabilities. A Level 2 fair value measure is based upon quoted prices for similar assets and liabilities in active markets or inputs that are observable. A Level 3 fair value measure is based upon inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Cash and cash equivalents—money market funds and Clearing broker assets—U.S. treasury bills are recognized and measured at fair value in the Company’s financial statements. Clearing broker assets and liabilities—securities owned and customer securities sold short, not yet purchased are recorded at closing exchange-quoted prices. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers.

During 2009, the Company recorded impairment charges on certain of its FS customer base and software assets of $18 million and $17 million, respectively, as a result of changes to the cash flow projections of the applicable businesses. These non-recurring fair value measures are classified as Level 3 in the fair value hierarchy and were valued using discounted cash flow models. The valuation inputs included estimates of future cash flows, expectations about possible variations in the amount and timing of cash flows and discount rates based on the risk-adjusted cost of capital.

The following table summarizes assets and liabilities measured at fair value on a non-recurring basis at December 31, 2010 (in millions):

	Fair Value Measures Using
	Level 1		Level 2		Level 3		Total Gains (Losses)
Assets
Goodwill	$	—	$	—	$	560	$	(328	)

The following table summarizes assets and liabilities measured at fair value on a non-recurring basis at December 31, 2009 (in millions):

	Fair Value Measures Using
	Level 1		Level 2		Level 3		Total Gains (Losses)
Assets
Goodwill	$	—	$	—	$	928	$	(1,126	)

The fair value of goodwill is categorized in Level 3, fair value measurement using significant unobservable inputs, and is estimated by a combination of discounted cash flows based on (i) projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). This requires the use of various assumptions including projections of future cash flows, perpetual growth rates and discount rates. Goodwill with a carrying value of $888 million was written down to fair value of $560 million and a $328 million impairment loss was recognized, of which $237 million is reflected in continuing operations and $91 million is reflected in discontinued operations as discussed further in Notes 1 and 2.

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Goodwill with a carrying value of $2,054 million was written down to fair value of $928 million and a $1,126 million impairment loss was recognized, which is reflected in continuing operations for the year ended December 31, 2009 as discussed further in Note 1.

Fair Value of Financial Instruments

The following table presents the carrying amounts and fair values of financial instruments (in millions):

	December 31, 2009				December 31, 2010
	Carrying Value		Fair Value		Carrying Value		Fair Value
Floating rate debt	$	4,967	$	4,815	$	4,707	$	4,644
Fixed rate debt		3,348		3,507		3,348		3,432

The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. The derivative financial instruments are carried at fair value. The fair value of SunGard’s floating rate and fixed rate long-term debt is primarily based on market rates.

7. Preferred Stock

SCCII

SCCII has preferred and common stock outstanding at December 31, 2009 and 2010. The preferred stock is non-voting and ranks senior in right of payment to the common stock. Each share of preferred stock has a liquidation preference of $100 (the initial class P liquidation preference) plus an amount equal to the accrued and unpaid dividends accruing at a rate of 11.5% per year of the initial Class P liquidation preference ($100 per share), compounded quarterly. Holders of preferred stock are entitled to receive cumulative preferential dividends to the extent a dividend is declared by the Board of Directors of SCCII at a rate of 11.5% per year of the initial Class P liquidation preference ($100 per share) payable quarterly in arrears. The aggregate amount of cumulative but undeclared preferred stock dividends at December 31, 2009 and 2010 was $641 million and $837 million, respectively ($65.25 and $85.29 per share, respectively). No dividends have been declared since inception.

Preferred shares and stock awards based in preferred shares are held by certain members of management. In the case of termination resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. These shares of preferred stock must be classified as temporary equity (between liabilities and stockholder’s equity) on the balance sheet of SCCII.

SCC

Preferred stock of SCCII is classified as Noncontrolling interest in the equity section or temporary equity on the balance sheet of SCC.

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8. Common Stock

SCC has nine classes of common stock, Class L and Class A-1 through A-8. Class L common stock has identical terms as Class A common stock except as follows:

• Class L common stock has a liquidation preference: distributions by SCC are first allocated to Class L common stock up to its $81 per share liquidation preference plus an amount sufficient to generate a rate of return of 13.5% per annum, compounded quarterly (“Class L Liquidation Preference”). All holders of Common stock, as a single class, share in any remaining distributions pro rata based on the number of outstanding shares of Common stock;

• each share of Class L common stock automatically converts into Class A common stock upon an initial public offering or other registration of the Class A common stock and is convertible into Class A common stock upon a majority vote of the holders of the outstanding Class L common stock upon a change in control or other realization events. If converted, each share of Class L common stock is convertible into one share of Class A common stock plus an additional number of shares of Class A common stock determined by dividing the Class L Liquidation Preference at the date of conversion by the adjusted market value of one share of Class A common stock as set forth in the certificate of incorporation of SCC; and

• holders of Class A common stock and Class L common stock will generally vote as a single class, except that the election of directors is structured to permit the holders of one or more specific series of Class A common stock to elect separate directors.

In the case of termination resulting from disability or death, an employee or his/her estate may exercise a put option which would require the Company to repurchase vested shares at the current fair market value. These common shares must be classified as temporary equity (between liabilities and equity) on the balance sheet of SCC.

9. Stock Option and Award Plans and Stock-Based Compensation:

The SunGard 2005 Management Incentive Plan as amended from time to time (Plan) was established to provide long-term equity incentives. The Plan authorizes the issuance of equity subject to awards made under the Plan for up to 70 million shares of Class A common stock and 7 million shares of Class L common stock of SCC and 2.5 million shares of preferred stock of SCCII.

Under the Plan, awards of time-based and performance-based options have been granted to purchase “Units” in the Parent Companies. Each “Unit” consists of 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SCC and 0.05 shares of preferred stock of SCCII. The shares comprising a Unit are in the same proportion as the shares issued to all stockholders of the Parent Companies. Options on Units are exercisable only for whole Units and cannot be separately exercised for the individual classes of stock. Beginning in 2007, hybrid equity awards generally were granted under the Plan, which awards are composed of restricted stock units (RSUs) for Units and options to purchase Class A common stock in SCC. Currently, equity awards are being granted for RSUs. All awards under the Plan are granted at fair market value on the date of grant.

Time-based options vest over five years as follows: 25% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Time-based RSUs vest over five years as follows: 10% one year after date of grant, and 1/48th of the remaining balance each month thereafter for 48 months. Performance-based options and RSUs are earned upon the attainment of certain annual earnings goals based on Internal EBITA (defined as operating income before amortization of acquisition-related intangible assets, stock compensation expense and certain other items) targets for

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the Company during a specified performance period, generally five years. Time-based and performance-based options can partially or fully vest upon a change of control and certain other termination events, subject to certain conditions, and expire ten years from the date of grant. Once vested, time-based and performance-based RSUs become payable in shares upon the first to occur of a change of control, separation from service without cause, or the date that is five years (ten years for modified performance-based RSUs) after the date of grant.

During the third quarter of 2009, the Company amended the terms of unvested performance awards granted prior to 2009 by (i) reducing performance targets for 2009 and 2010 to budgeted Internal EBITA, (ii) reducing the number of shares that are earned at the reduced targets, (iii) delaying vesting of earned shares, and, (iv) in the case of certain RSUs, increasing the length of time for distribution, or release, of vested awards. Excluding the 15 senior executive management award holders at that time, all 290 award holders participated in the amendments. During the fourth quarter of 2009, senior executive management’s performance awards were amended consistent with non-senior executive awards and in addition were amended to modify or add, as applicable, vesting on a return-on-equity basis terms. All amended equity awards were revalued at the modification dates at the respective fair market value. There was no expense recognized as a result of the modifications.

During the second quarter of 2010, the Company amended the terms of all unvested performance awards outstanding with performance periods after 2010 by reducing the performance targets for those periods to the budgeted Internal EBITA for the applicable year. All 280 award holders participated in the amendments, and there was no expense recognized as a result of the modification.

The total fair value of options that vested for 2008, 2009 and 2010 was $32 million, $24 million and $18 million, respectively. The total fair value of RSUs that vested for the years 2008, 2009 and 2010 was $3 million, $10 million and $13 million, respectively. At December 31, 2009 and 2010, approximately 592,000 and 804,000 RSU Units, respectively, were vested.

The fair value of option Units granted in each year using the Black-Scholes pricing model and related assumptions follow:

	Year ended December 31,
	2008			2009			2010
Weighted-average fair value on date of grant	$	7.67		$	7.64		$	7.37
Assumptions used to calculate fair value:
Volatility		37	%		43	%		36	%
Risk-free interest rate		1.5	%		2.1	%		1.9	%
Expected term		5.0 years			5.0 years			5.0 years
Dividends		zero			zero			zero

The fair value of Class A options granted in each year using the Black-Scholes pricing model and related assumptions follow:

	Year ended December 31,
	2008			2009			2010
Weighted-average fair value on date of grant	$	1.73		$	0.28		$	0.23
Assumptions used to calculate fair value:
Volatility		84	%		81	%		156	%
Risk-free interest rate		2.8	%		2.3	%		2.1	%
Expected term		5.0 years			5.0 years			5.0 years
Dividends		zero			zero			zero

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The fair value of each option award is estimated on the date of grant using the Black-Scholes option-pricing model. Since the Company is not publicly traded, the Company utilizes equity valuations based on (a) stock market valuations of public companies in comparable businesses, (b) recent transactions involving comparable companies and (c) any other factors deemed relevant. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant. Expected volatilities are based on implied volatilities from market comparisons of certain publicly traded companies and other factors. The expected term of stock options granted is derived from historical experience and expectations and represents the period of time that stock options granted are expected to be outstanding. The requisite service period is generally five years from the date of grant.

For 2008, 2009 and 2010, the Company included non-cash stock compensation expense of $35 million, $33 million and $31 million, respectively, in sales, marketing and administration expenses. At December 31, 2010, there is approximately $7 million and $46 million, respectively, of unearned non-cash stock-based compensation related to time-based options and RSUs that the Company expects to record as expense over a weighted average of 2.5 and 3.7 years, respectively. In addition, at December 31, 2010, there is approximately $36 million and $44 million, respectively, of unearned non-cash stock-based compensation related to performance-based options and RSUs that the Company could record as expense over a weighted average of 3.1 and 4.0 years, respectively, depending on the level of achievement of financial performance goals. Included in the performance award amounts above are approximately 892,000 option Units ($5.0 million), 483,000 class A options ($0.5 million) and 226,000 RSUs ($4.5 million) that were earned during 2009 and 2010, but that will vest monthly during 2011 through 2013. For time-based options and RSUs, compensation expense is recorded on a straight-line basis over the requisite service period of five years. For performance-based options and RSUs, recognition of compensation expense starts when the achievement of financial performance goals becomes probable and is recorded over the remaining service period.

The following table summarizes option/RSU activity:

		Units
	Options (in millions)			Weighted- Average Price		RSUs (in millions)			Weighted- Average Price		Class A Options (in millions)			Weighted- Average Price
Outstanding at December 31, 2007		35.2		$	16.03		1.1		$	21.14		2.7		$	2.26
Granted		0.4			22.17		2.8			23.75		7.1			2.56
Exercised / released		(1.4	)		9.11		—					—
Canceled		(2.4	)		18.16		(0.2	)		22.24		(0.4	)		2.58
Outstanding at December 31, 2008		31.8			16.24		3.7			23.07		9.4			2.47
Granted		0.4			19.00		1.5			19.10		3.7			0.42
Exercised / released		(1.7	)		10.56		—					—
Canceled		(2.5	)		18.14		(0.2	)		23.36		(0.6	)		2.50
Outstanding at December 31, 2009		28.0			16.46		5.0			21.87		12.5			1.86
Granted		0.2			21.32		2.3			21.23		2.0			0.25
Exercised / released		(0.7	)		11.94		(0.1	)		22.86		—
Canceled		(1.3	)		18.09		(0.8	)		22.16		(2.1	)		1.97
Outstanding at December 31, 2010		26.2			16.54		6.4			21.59		12.4			1.58

Included in the table above are 3.1 million option Units (weighted-average exercise price of $18.38), 0.8 million RSUs (weighted-average price of $21.90) and 1.9 million Class A options (weighted-average exercise price of $1.87) that have not vested and for which the performance period has ended. These options and RSUs may be canceled in the future.

41

Shares available for grant under the 2005 plan at December 31, 2010 were approximately 11.3 million shares of Class A common stock and 1.9 million shares of Class L common stock of SunGard Capital Corp. and 0.7 million shares of preferred stock of SunGard Capital Corp. II.

The total intrinsic value of options exercised during the years 2008, 2009 and 2010 was $20 million, $16 million and $7 million, respectively.

Cash proceeds received by SCC, including proceeds received by SCCII, from exercise of stock options was $3 million, $5 million and $1 million in 2008, 2009 and 2010, respectively. Cash proceeds received by SCCII from exercise of stock options was $1 million in each of 2008 and 2009 and $0.4 million in 2010.

The tax benefit from options exercised during 2008, 2009 and 2010 was $7 million, $6 million and $2 million, respectively. The tax benefit from release of RSUs during 2008, 2009 and 2010 was $0.1 million, $0.1 million and $0.8 million, respectively. The tax benefit is realized by SCC since SCC files as a consolidated group which includes SCCII and SunGard.

The following table summarizes information as of December 31, 2010 concerning options for Units and Class A shares that have vested and that are expected to vest in the future:

	Vested and Expected to Vest						Exercisable
Exercise Price	Number of Options Outstanding (in millions)		Weighted-average Remaining Life (years)		Aggregate Intrinsic Value (in millions)		Number of Options (in millions)		Weighted-average Remaining Life (years)		Aggregate Intrinsic Value (in millions)
Units
$  4.50		3.29		2.9	$	55		3.29		2.9	$	55
18.00 - 24.51		15.20		4.9		47		13.62		4.8		43
Class A Shares
0.21 - 0.44		3.69		8.9		—		0.68		8.6		—
1.41		0.99		7.9		—		0.43		7.9		—
2.22 - 3.06		4.00		7.2		—		2.26		7.2		—

10. Savings Plans:

The Company and its subsidiaries maintain savings and other defined contribution plans. Certain of these plans generally provide that employee contributions are matched with cash contributions by the Company subject to certain limitations including a limitation on the Company’s contributions to 4% of the employee’s compensation. Total expense for continuing operations under these plans aggregated $54 million in 2008, $58 million in 2009 and $63 million in 2010.

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11. Income Taxes:

The provision (benefit) for income taxes for 2008, 2009 and 2010 consisted of the following (in millions):

	SCC									SCCII									SunGard
	2008			2009			2010			2008			2009			2010			2008			2009			2010
Current:
Federal	$	92		$	22		$	(2	)	$	92		$	23		$	(2	)	$	93		$	23		$	(1	)
State		18			17			9			18			17			9			18			17			9
Foreign		35			52			54			35			52			54			35			52			54
		145			91			61			145			92			61			146			92			62
Deferred:
Federal		(83	)		(141	)		(70	)		(83	)		(141	)		(70	)		(84	)		(141	)		(71	)
State		3			3			(9	)		3			3			(9	)		3			3			(9	)
Foreign		(14	)		(28	)		(11	)		(14	)		(28	)		(11	)		(14	)		(28	)		(11	)
		(94	)		(166	)		(90	)		(94	)		(166	)		(90	)		(95	)		(166	)		(91	)
	$	51		$	(75	)	$	(29	)	$	51		$	(74	)	$	(29	)	$	51		$	(74	)	$	(29	)

Income (loss) before income taxes for 2008, 2009 and 2010 consisted of the following (in millions):

	SCC									SCCII									SunGard
	2008			2009			2010			2008			2009			2010			2008			2009			2010
U.S. operations	$	(78	)	$	(1,249	)	$	(583	)	$	(78	)	$	(1,249	)	$	(583	)	$	(78	)	$	(1,249	)	$	(583	)
Foreign operations		37			53			164			37			53			164			37			53			164
	$	(41	)	$	(1,196	)	$	(419	)	$	(41	)	$	(1,196	)	$	(419	)	$	(41	)	$	(1,196	)	$	(419	)

43

Differences between income tax expense (benefit) at the U.S. federal statutory income tax rate and the Company’s effective income tax rate for 2008, 2009 and 2010 were as follows (in millions):

	SCC									SCCII									SunGard
	2008			2009			2010			2008			2009			2010			2008			2009			2010
Tax at federal statutory rate	$	(15	)	$	(419	)	$	(146	)	$	(15	)	$	(419	)	$	(146	)	$	(15	)	$	(419	)	$	(146	)
State income taxes, net of federal benefit		15			13			7			15			13			7			15			13			7
Foreign taxes, net of U.S. foreign tax credit		29			(11	) (1)		(6	)		29			(11	) (1)		(6	)		29			(11	) (1)		(6	)
Tax rate changes		—			(1	)		(13	)		—			(1	)		(13	)		—			(1	)		(13	)
Nondeductible goodwill impairment charge		—			343			79			—			343			79			—			343			79
Nondeductible expenses		4			4			3			4			4			3			4			4			3
Change in tax positions		17			(1	)		—			17			(1	)		—			17			(1	)		—
Research and development credit		—			(2	)		(3	)		—			(2	)		(3	)		—			(2	)		(3	)
U.S. income taxes on non-U.S. unremitted earnings		1			3			48			1			3			48			1			3			48
Other, net		—			(4	)		2			—			(3	)		2			—			(3	)		2
	$	51		$	(75	)	$	(29	)	$	51		$	(74	)	$	(29	)	$	51		$	(74	)	$	(29	)
Effective income tax rate		(124	)%		6	%		7	%		(124	)%		6	%		7	%		(124	)%		6	%		7	%

(1) Foreign taxes, net in 2009 includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.

Deferred income taxes are recorded based upon differences between financial statement and tax bases of assets and liabilities. Deferred tax assets and liabilities at December 31, 2009 and 2010 consisted of the following (in millions):

	SCC						SCCII						SunGard
	December 31, 2009			December 31, 2010			December 31, 2009			December 31, 2010			December 31, 2009			December 31, 2010
Current:
Trade receivables and retained interest	$	15		$	12		$	15		$	12		$	15		$	12
Accrued expenses, net		14			7			14			7			14			7
Total current deferred income tax asset		29			19			29			19			29			19
Valuation allowance		(10	)		(9	)		(10	)		(9	)		(10	)		(9	)
Net current deferred income tax asset	$	19		$	10		$	19		$	10		$	19		$	10
Long-term:
Property and equipment	$	34		$	29		$	34		$	29		$	34		$	29
Intangible assets		(1,458	)		(1,320	)		(1,458	)		(1,319	)		(1,458	)		(1,319	)
Net operating loss carry-forwards		122			136			122			136			122			136
Stock compensation		45			50			45			50			45			50
U.S. income taxes on non-U.S. unremitted earnings		(4	)		(52	)		(4	)		(52	)		(4	)		(52	)
Other, net		19			6			19			6			23			10
Total long-term deferred income tax liability		(1,242	)		(1,151	)		(1,242	)		(1,150	)		(1,238	)		(1,146	)
Valuation allowance		(60	)		(61	)		(60	)		(61	)		(60	)		(61	)
Net long-term deferred income tax liability	$	(1,302	)	$	(1,212	)	$	(1,302	)	$	(1,211	)	$	(1,298	)	$	(1,207	)

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The net operating loss carryforwards total $2.2 billion, primarily U.S. state of $1.9 billion and U.S. federal of $136 million. These tax loss carryforwards expire between 2011 and 2030 and utilization is limited in certain jurisdictions. The Company recorded the benefit of tax loss carryforwards of $2 million, $23 million and $32 million in 2008, 2009 and 2010, respectively. A valuation allowance for deferred income tax assets associated with certain net operating loss carryforwards has been established.

A reconciliation of the beginning and ending amount of unrecognized tax benefits follows (in millions):

	2008		2009			2010
Balance at beginning of year	$	20	$	38		$	38
Additions for tax positions of prior years		17		1			17
Reductions for tax positions of prior years		—		(4	)		(4	)
Settlements for tax positions of prior years		—		(3	)		(18	)
Additions for tax positions of current year		—		5			4
Additions for incremental interest		1		1			—
Balance at end of year	$	38	$	38		$	37

Included in the balance of unrecognized tax benefits at December 31, 2010 is approximately $2 million (net of state benefit) of accrued interest and penalties. The Company recognizes interest and penalties related to uncertain tax positions in income tax expense.

The Company is currently under audit by the Internal Revenue Service for the calendar years 2007 and 2008 and various state and foreign jurisdiction tax years remain open to examination as well. At any time some portion of the Company’s operations are under audit. Accordingly, certain matters may be resolved within the next 12 months which could result in a change in the unrecognized tax benefit liability.

As part of the Company’s strategy on the deployment of global cash, during the fourth quarter of 2010, the Company determined that unremitted earnings of approximately $446 million which had previously been considered to be indefinitely reinvested in its non-U.S. operations may be repatriated. Accordingly, deferred tax expense of $48 million was recognized to establish the deferred tax liability associated with unremitted earnings. As of December 31, 2010, the Company provided a deferred tax liability of approximately $52 million for non-U.S. withholding and U.S. income taxes associated with the future repatriation of earnings for certain non-U.S. subsidiaries.

12. Segment Information:

The Company has four segments: FS, HE and PS, which together form the Company’s Software & Processing Solutions business, and AS.

FS primarily serves financial services companies through a broad range of complementary software solutions that process their investment and trading transactions. The principal purpose of most of these systems is to automate the many detailed processes associated with trading securities, managing investment portfolios and accounting for investment assets.

HE primarily provides software, strategic and systems integration consulting, and technology management services to colleges, universities and public schools.

45

PS primarily provides software and processing solutions designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, utilities, non-profits and other public sector institutions.

AS helps its customers maintain access to the information and computer systems they need to run their businesses by providing them with cost-effective resources to keep their IT systems reliable and secure. AS offers a complete range of availability services, including recovery services, managed services, consulting services and business continuity management software.

The Company evaluates the performance of its segments based on operating results before interest, income taxes, goodwill impairment, amortization of acquisition-related intangible assets, stock compensation and certain other costs. The operating results for each segment follow (in millions):

2008	FS		HE		PS		AS		Total Operating Segments		Corporate and Other Items			Consolidated Total
Revenue	$	3,078	$	594	$	162	$	1,567	$	5,401	$	—		$	5,401
Depreciation and amortization		70		11		4		189		274		—			274
Operating income (loss)		608		147		49		443		1,247		(615	)(1)		632
Cash paid for property and equipment and software		91		25		6		269		391		—			391
2009	FS		HE		PS		AS		Total Operating Segments		Corporate and Other Items			Consolidated Total
Revenue	$	3,068	$	594	$	153	$	1,517	$	5,332	$	—		$	5,332
Depreciation and amortization		77		15		4		192		288		—			288
Operating income (loss)		618		155		43		380		1,196		(1,777	)(1)		(581	)
Total assets		8,605		2,322		810		5,695		17,432		(3,452	)(2)		13,980
Cash paid for property and equipment and software		82		9		10		222		323		—			323
2010	FS		HE		PS		AS		Total Operating Segments		Corporate and Other Items			Consolidated Total
Revenue	$	2,807	$	571	$	145	$	1,469	$	4,992	$	—		$	4,992
Depreciation and amortization		82		14		5		190		291		—			291
Operating income (loss)		624		149		39		326		1,138		(870	)(1)		268
Total assets		8,830		2,355		604		5,957		17,746		(4,778	)(2)		12,968
Cash paid for property and equipment and software		93		15		7		196		311		1			312

(1) Includes corporate administrative expenses, goodwill impairments, stock compensation expense, management fees paid to the Sponsors, other costs and certain other items, and amortization of acquisition-related intangible assets of $472 million, $529 million and $484 million in the years ended December 31, 2008, 2009 and 2010, respectively.

(2) Includes items that are eliminated in consolidation, deferred income taxes and, in 2009, the assets of the Company’s discontinued operations of $310 million.

Amortization of acquisition-related intangible assets by segment follows (in millions):

	FS			HE		PS			AS		Total Operating Segments		Corporate		Consolidated Total
2008	$	286	(1)	$	39	$	14	(1)	$	129	$	468	$	4	$	472
2009		303	(2)		39		15			170		527		2		529
2010		259			39		14			171		483		1		484

(1) Includes the combined effect of approximately $67 million of impairment charges related to software and customer base affecting both FS and PS.

46

(2) Includes approximately $35 million of impairment charges related to software and customer base.

The FS segment is organized to align with customer-facing business areas. FS revenue by business area follows (in millions):

	Year ended December 31,
	2009		2010
Position, Risk & Operations	$	581	$	668
Global Trading		989		589
Wealth Management		380		389
Asset Management		371		362
Banking		186		203
Corporate Liquidity		167		175
Insurance		162		175
Global Services		115		120
Technology, Deployment & Distribution		84		92
All other		33		34
Total Financial Systems	$	3,068	$	2,807

The Company’s revenue by customer location follows (in millions):

	Year ended December 31,
	2008		2009		2010
United States	$	3,952	$	3,835	$	3,435
International:
United Kingdom		445		415		457
Continental Europe		609		597		585
Asia/Pacific		104		188		254
Canada		169		158		165
Other		122		139		96
		1,449		1,497		1,557
	$	5,401	$	5,332	$	4,992

The Company’s property and equipment by geographic location follows (in millions):

	December 31, 2009		December 31, 2010
United States	$	614	$	612
International:
United Kingdom		186		179
Continental Europe		64		62
Canada		44		40
Asia/Pacific		10		22
Other		1		3
		305		306
	$	919	$	918

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13. Related Party Transactions:

SunGard is required to pay management fees to affiliates of the Sponsors in connection with management consulting services provided to SunGard and the Parent Companies. These services include financial, managerial and operational advice and implementation strategies for improving the operating, marketing and financial performance of SunGard and its subsidiaries. The management fees are equal to 1% of quarterly Adjusted EBITDA, defined as earnings before interest, taxes, depreciation and amortization and goodwill impairment, further adjusted to exclude unusual items and other adjustments as defined in the management agreement, and are payable quarterly in arrears. In addition, these affiliates of the Sponsors may be entitled to additional fees in connection with certain financing, acquisition, disposition and change in control transactions. For the years ended December 31, 2008, 2009 and 2010, SunGard recorded $23 million, $15 million and $17 million, respectively, relating to management fees in sales, marketing and administration expenses in the statement of operations, of which $4 million and $6 million, respectively, is included in other accrued expenses at December 31, 2009 and 2010, respectively.

Two of the Company’s Sponsors, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co., and/or their respective affiliates served as co-managers in connection with SunGard’s 2008 debt offering of $500 million Senior Notes due 2015 and $500 million Incremental Term Loan. In connection with serving in such capacity, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co. were paid $26 million and $4 million, respectively, for customary fees and expenses.

One of the Company’s Sponsors, Goldman Sachs & Co. and/or its respective affiliates served as a joint book-running manager in connection with SunGard’s 2010 debt offering of $900 million Senior Notes due 2018 and $700 million Senior Notes due 2020. In connection with serving in such capacity, Goldman Sachs & Co. was paid $10 million for customary fees and expenses.

14. Commitments, Contingencies and Guarantees:

The Company leases a substantial portion of its computer equipment and facilities under operating leases. The Company’s leases are generally non-cancelable or cancelable only upon payment of cancellation fees. All lease payments are based on the passage of time, but include, in some cases, payments for insurance, maintenance and property taxes. There are no bargain purchase options on operating leases at favorable terms, but most facility leases have one or more renewal options and have either fixed or Consumer Price Index escalation clauses. Certain facility leases include an annual escalation for increases in utilities and property taxes. In addition, certain facility leases are subject to restoration clauses, whereby the facility may need to be restored to its original condition upon termination of the lease. There were $28 million of restoration liabilities included in accrued expenses at December 31, 2010.

Future minimum rentals under operating leases with initial or remaining non-cancelable lease terms in excess of one year at December 31, 2010 follow (in millions):

2011	$	210
2012		195
2013		165
2014		147
2015		129
Thereafter		519
	$	1,365

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Rent expense from continuing operations aggregated $222 million in 2008, $243 million in 2009 and $237 million in 2010. At December 31, 2010, the Company had $42 million of outstanding letters of credit and bid bonds issued primarily as security for performance under certain customer contracts.

In the event that the management agreement described in Note 13 is terminated by the Sponsors (or their affiliates) or SunGard and its Parent Companies, the Sponsors (or their affiliates) will receive a lump sum payment equal to the present value of the annual management fees that would have been payable for the remainder of the term of the management agreement. The initial term of the management agreement is ten years, and it extends annually for one year unless the Sponsors (or their affiliates) or SunGard and its Parent Companies provide notice to the other. The initial ten year term expires August 11, 2015.

The Company is presently a party to certain lawsuits arising in the ordinary course of its business. In the opinion of management, none of its current legal proceedings are expected to have a material impact on the Company’s business or financial results. The Company’s customer contracts generally include typical indemnification of customers, primarily for intellectual property infringement claims. Liabilities in connection with such obligations have not been material.

15. Quarterly Financial Data (unaudited):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2009
Revenue	$	1,295		$	1,330		$	1,291		$	1,416
Gross profit(1)		637			673			695			793
Loss before income taxes		(45	)		(7	)		(45	)		(1,099	)(3)
Loss from continuing operations (SCC)		(35	)		(8	)		(37	)(2)		(1,041	)(3)
Loss from continuing operations (SCCII and SunGard)		(35	)		(8	)		(37	)(2)		(1,042	)(3)
Income (loss) from discontinued operations		1			1			(3	)		5
Net loss (SCC)		(34	)		(7	)		(40	)(2)		(1,036	)(3)
Net loss (SCCII and SunGard)		(34	)		(7	)		(40	)(2)		(1,037	)(3)
Net loss attributable to SCC		(76	)		(51	)		(86	)(2)		(1,084	)(3)
2010
Revenue	$	1,200		$	1,253		$	1,201		$	1,338
Gross profit(1)		632			694			663			802
Loss before income taxes		(88	)		(20	)		(300	)(4)		(11	)
Loss from continuing operations		(56	)		(21	)		(288	)(4)		(25	)
Income (loss) from discontinued operations		2			—			(90	)(5)		(92	)(6)
Net loss		(54	)		(21	)		(378	)(4)(5)		(117	)(6)
Net loss attributable to SCC		(101	)		(70	)		(429	)(4)(5)		(161	)(6)

(1) Gross profit equals revenue less cost of sales and direct operating expenses.

(2) Includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.

(3) Includes a pre-tax goodwill impairment charge of $1.13 billion.

(4) Includes a pre-tax goodwill impairment charge of $237 million.

49

(5) Includes a pre-tax goodwill impairment charge of $91 million.

(6) Includes a pre-tax loss on sale of the discontinued operation of $94 million.

16. Supplemental Cash Flow Information:

Supplemental cash flow information for 2008, 2009 and 2010 follows (in millions):

	Year ended December 31,
	2008			2009			2010
Supplemental information:
Interest paid	$	550		$	596		$	625
Income taxes paid, net of refunds	$	134		$	135		$	43
Acquired businesses:
Property and equipment	$	11		$	—		$	5
Software products		140			10			21
Customer base		198			5			27
Goodwill		629			2			25
Other tangible and intangible assets		67			—			8
Deferred income taxes		(117	)		(1	)		(5	)
Purchase price obligations and debt assumed		(74	)		(1	)		(2	)
Net current liabilities assumed		(133	)		(2	)		3
Cash paid for acquired businesses, net of cash acquired of $78, $1 and $10, respectively	$	721		$	13		$	82

17. Supplemental Guarantor Condensed Consolidating Financial Statements:

SunGard’s senior notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned, domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the senior secured credit facilities, described in Note 5.

The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2009 and 2010, and for the years ended December 31, 2008, 2009 and 2010 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties to nor guarantors of the debt issued as described in Note 5.

50

Supplemental Condensed Consolidating Balance Sheet

	December 31, 2009
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	126		$	(9	)	$	525		$	—		$	642
Intercompany balances		(6,563	)		5,787			776			—			—
Trade receivables, net		—			734			354			—			1,088
Prepaid expenses, taxes and other current assets		2,017			77			397			(1,968	)		523
Current assets of discontinued operations		—			—			90			—			90
Total current assets		(4,420	)		6,589			2,142			(1,968	)		2,343
Property and equipment, net		1			603			315			—			919
Intangible assets, net		164			3,756			551			—			4,471
Intercompany balances		961			(691	)		(270	)		—			—
Goodwill		—			4,895			1,132			—			6,027
Long-term assets of discontinued operations		—			—			220			—			220
Investment in subsidiaries		13,394			2,490			—			(15,884	)		—
Total Assets	$	10,100		$	17,642		$	4,090		$	(17,852	)	$	13,980
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	45		$	7		$	12		$	—		$	64
Accounts payable and other current liabilities		272			2,901			1,019			(1,968	)		2,224
Current liabilities of discontinued operations		—			—			60			—			60
Total current liabilities		317			2,908			1,091			(1,968	)		2,348
Long-term debt		7,687			3			561			—			8,251
Intercompany debt		82			103			(23	)		(162	)		—
Deferred income taxes		(53	)		1,234			117			—			1,298
Long-term liabilities of discontinued operations		—			—			8			8			16
Total liabilities		8,033			4,248			1,754			(2,122	)		11,913
Total stockholder’s equity		2,067			13,394			2,336			(15,730	)		2,067
Total Liabilities and Stockholder’s Equity	$	10,100		$	17,642		$	4,090		$	(17,852	)	$	13,980

51

Supplemental Condensed Consolidating Balance Sheet

	December 31, 2010
(in millions)	Parent Company			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	179		$	—	$	599	$	—		$	778
Intercompany balances		(7,500	)		6,659		841		—			—
Trade receivables, net		2			702		357		—			1,061
Prepaid expenses, taxes and other current assets		2,729			85		309		(2,705	)		418
Total current assets		(4,590	)		7,446		2,106		(2,705	)		2,257
Property and equipment, net		—			602		316		—			918
Intangible assets, net		150			3,330		539		—			4,019
Intercompany balances		(4	)		—		4		—			—
Goodwill		—			4,657		1,117		—			5,774
Investment in subsidiaries		14,012			2,456		—		(16,468	)		—
Total Assets	$	9,568		$	18,491	$	4,082	$	(19,173	)	$	12,968
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	—		$	2	$	7	$	—		$	9
Accounts payable and other current liabilities		203			3,661		940		(2,705	)		2,099
Total current liabilities		203			3,663		947		(2,705	)		2,108
Long-term debt		7,607			2		437		—			8,046
Intercompany debt		(195	)		65		249		(119	)		—
Deferred income taxes		346			749		112		—			1,207
Total liabilities		7,961			4,479		1,745		(2,824	)		11,361
Total stockholder’s equity		1,607			14,012		2,337		(16,349	)		1,607
Total Liabilities and Stockholder’s Equity	$	9,568		$	18,491	$	4,082	$	(19,173	)	$	12,968

52

Supplemental Condensed Consolidating Schedule of Operations

	Year ended December 31, 2008
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	3,540		$	1,954		$	(93	)	$	5,401
Costs and expenses:
Cost of sales and direct operating		—			1,558			1,136			(93	)		2,601
Sales, marketing and administration		112			584			417			—			1,113
Product development		—			183			126			—			309
Depreciation and amortization		—			205			69			—			274
Amortization of acquisition-related intangible assets		4			373			95			—			472
		116			2,903			1,843			(93	)		4,769
Income (loss) from operations		(116	)		637			111			—			632
Net interest income (expense)		(533	)		(18	)		(29	)					(580	)
Other income (expense)		173			(209	)		(72	)		15			(93	)
Income (loss) before income taxes		(476	)		410			10			15			(41	)
Benefit from (provision for) income taxes		234			(212	)		(73	)		—			(51	)
Income (Loss) from continuing operations		(242	)		198			(63	)		15			(92	)
Loss from discontinued operations, net of tax		—			—			(150	)		—			(150	)
Net income (loss)	$	(242	)	$	198		$	(213	)	$	15		$	(242	)

Supplemental Condensed Consolidating Schedule of Operations

	Year ended December 31, 2009
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	3,429		$	2,006		$	(103	)	$	5,332
Costs and expenses:
Cost of sales and direct operating		—			1,462			1,175			(103	)		2,534
Sales, marketing and administration		99			593			396			—			1,088
Product development		—			166			182			—			348
Depreciation and amortization		—			214			74			—			288
Amortization of acquisition-related intangible assets		2			404			123			—			529
Goodwill impairment charges		—			1,126			—			—			1,126
		101			3,965			1,950			(103	)		5,913
Income (loss) from operations		(101	)		(536	)		56			—			(581	)
Net interest income (expense)		(547	)		(48	)		(35	)		—			(630	)
Other income (expense)		(707	)		(21	)		11			732			15
Income (loss) before income taxes		(1,355	)		(605	)		32			732			(1,196	)
Benefit from (provision for) income taxes		237			(101	)		(62	)		—			74
Income (loss) from continuing operations		(1,118	)		(706	)		(30	)		732			(1,122	)
Income from discontinued operations, net of tax		—			—			4			—			4
Net loss	$	(1,118	)	$	(706	)	$	(26	)	$	732		$	(1,118	)

53

Supplemental Condensed Consolidating Schedule of Operations

	Year ended December 31, 2010
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	3,624		$	1,531		$	(163	)	$	4,992
Costs and expenses:
Cost of sales and direct operating		—			1,532			832			(163	)		2,201
Sales, marketing and administration		112			583			446			—			1,141
Product development		—			107			263			—			370
Depreciation and amortization		—			205			86			—			291
Amortization of acquisition-related intangible assets		1			406			77			—			484
Goodwill impairment charges		—			237			—			—			237
		113			3,070			1,704			(163	)		4,724
Income (loss) from operations		(113	)		554			(173	)		—			268
Net interest income (expense)		(591	)		(110	)		65			—			(636	)
Other income (expense)		42			(198	)		5			100			(51	)
Income (loss) before income taxes		(662	)		246			(103	)		100			(419	)
Benefit from (provision for) income taxes		272			(146	)		(97	)		—			29
Income (loss) from continuing operations		(390	)		100			(200	)		100			(390	)
Loss from discontinued operations, net of tax		—			—			(180	)		—			(180	)
Net income (loss)	$	(390	)	$	100		$	(380	)	$	100		$	(570	)

54

Supplemental Condensed Consolidating Schedule of Cash Flows

	Year ended December 31, 2008
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(242	)	$	198		$	(213	)	$	15		$	(242	)
Loss from discontinued operations		—			—			(150	)		—			(150	)
Income (loss) from continuing operations		(242	)		198			(63	)		15			(92	)
Non cash adjustments		(128	)		720			196			(15	)		773
Changes in operating assets and liabilities		(672	)		462			(95	)		—			(305	)
Cash flow provided by (used in) continuing operations		(1,042	)		1,380			38			—			376
Cash flow provided by discontinued operations		—			—			9			—			9
Cash flow provided by (used in) operations		(1,042	)		1,380			47			—			385
Investment activities:
Intercompany transactions		141			(439	)		298			—			—
Cash paid for acquired businesses, net of cash acquired		—			(657	)		(64	)		—			(721	)
Cash paid for property and equipment and software		1			(261	)		(131	)		—			(391	)
Other investing activities		4			(12	)		12			—			4
Cash provided by (used in) continuing operations		146			(1,369	)		115			—			(1,108	)
Cash used in discontinued operations		—			—			(17	)		—			(17	)
Cash provided by (used in) investment activities		146			(1,369	)		98			—			(1,125	)
Financing activities:
Net repayments of debt		1,390			3			(52	)		—			1,341
Other financing activities		(22	)		—			—			—			(22	)
Cash provided by (used in) continuing operations		1,368			3			(52	)		—			1,319
Cash provided by discontinued operations		—			—			—			—			—
Cash provided by (used in) financing activities		1,368			3			(52	)		—			1,319
Effect of exchange rate changes on cash		—			—			(31	)		—			(31	)
Increase in cash and cash equivalents		472			14			62			—			548
Beginning cash and cash equivalents		39			2			386			—			427
Ending cash and cash equivalents	$	511		$	16		$	448		$	—		$	975

55

Supplemental Condensed Consolidating Schedule of Cash Flows

	Year ended December 31, 2009
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(1,118	)	$	(706	)	$	(26	)	$	732		$	(1,118	)
Income from discontinued operations		—			—			4			—			4
Income (loss) from continuing operations		(1,118	)		(706	)		(30	)		732			(1,122	)
Non cash adjustments		776			1,646			148			(732	)		1,838
Changes in operating assets and liabilities		(334	)		(115	)		339			—			(110	)
Cash flow provided by (used in) continuing operations		(676	)		825			457			—			606
Cash flow provided by discontinued operations		—			—			33			—			33
Cash flow provided by (used in) operations		(676	)		825			490			—			639
Investment activities:
Intercompany transactions		1,138			(598	)		(540	)		—			—
Cash paid for acquired businesses, net of cash acquired		—			(13	)		—			—			(13	)
Cash paid for property and equipment and software		—			(231	)		(92	)		—			(323	)
Other investing activities		—			—			5			—			5
Cash provided by (used in) continuing operations		1,138			(842	)		(627	)		—			(331	)
Cash used in discontinued operations		—			—			(2	)		—			(2	)
Cash provided by (used in) investment activities		1,138			(842	)		(629	)		—			(333	)
Financing activities:
Net repayments of debt		(844	)		(8	)		229			—			(623	)
Other financing activities		(3	)		—			—			—			(3	)
Cash provided by (used in) continuing operations		(847	)		(8	)		229			—			(626	)
Cash used in discontinued operations		—			—			(2	)		—			(2	)
Cash provided by (used in) financing activities		(847	)		(8	)		227			—			(628	)
Effect of exchange rate changes on cash		—			—			11			—			11
Increase (decrease) in cash and cash equivalents		(385	)		(25	)		99			—			(311	)
Beginning cash and cash equivalents		511			16			448			—			975
Ending cash and cash equivalents	$	126		$	(9	)	$	547		$	—		$	664

56

Supplemental Condensed Consolidating Schedule of Cash Flows

	Year ended December 31, 2010
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(390	)	$	100		$	(380	)	$	100		$	(570	)
Loss from discontinued operations		—			—			(180	)		—			(180	)
Income (loss) from continuing operations		(390	)		100			(200	)		100			(390	)
Non cash adjustments		25			937			194			(100	)		1,056
Changes in operating assets and liabilities		(339	)		409			(22	)		—			48
Cash flow provided by (used in) continuing operations		(704	)		1,446			(28	)		—			714
Cash flow provided by discontinued operations		—			—			7			—			7
Cash flow provided by (used in) operations		(704	)		1,446			(21	)		—			721
Investment activities:
Intercompany transactions		984			(1,142	)		158			—			—
Cash paid for acquired businesses, net of cash acquired		—			(82	)		—			—			(82	)
Cash paid for property and equipment and software		(1	)		(221	)		(90	)		—			(312	)
Other investing activities		(2	)		14			(3	)		—			9
Cash provided by (used in) continuing operations		981			(1,431	)		65			—			(385	)
Cash provided by discontinued operations		—			—			125			—			125
Cash provided by (used in) investment activities		981			(1,431	)		190			—			(260	)
Financing activities:
Net repayments of debt		(212	)		(6	)		(114	)		—			(332	)
Other financing activities		(12	)		—			—			—			(12	)
Cash provided by (used in) continuing operations		(224	)		(6	)		(114	)		—			(344	)
Cash provided by discontinued operations		—			—			—			—			—
Cash provided by (used in) financing activities		(224	)		(6	)		(114	)		—			(344	)
Effect of exchange rate changes on cash		—			—			(3	)		—			(3	)
Increase (decrease) in cash and cash equivalents		53			9			52			—			114
Beginning cash and cash equivalents		126			(9	)		547			—			664
Ending cash and cash equivalents	$	179		$	—		$	599		$	—		$	778

57

EX-99.2

Exhibit 99.2

As revised to reflect the transfer of SunGard’s K-12 business from its Public Sector segment to its Higher Education segment.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are one of the world’s leading software and technology services companies. We provide software and technology services to financial services, higher education and public sector organizations. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We serve more than 25,000 customers in more than 70 countries. Our high quality software solutions, excellent customer support and specialized technology services result in strong customer retention rates across our business segments and create long-term customer relationships. We believe that we are one of the most efficient operators of mission-critical IT solutions as a result of the economies of scale we derive from serving multiple customers on shared processing platforms.

We operate our business in four segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). Our FS segment primarily serves financial services companies, corporate and government treasury departments and energy companies. Our HE segment primarily serves higher education institutions. Our PS segment primarily serves state and local governments and not-for-profit organizations. Our AS segment serves IT-dependent companies across virtually all industries.

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp (“SCC”). SCCII and SCC are collectively referred to as the “Parent Companies.” All four of these companies were formed for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.”

SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (the “LBO”). Our Sponsors continually evaluate various strategic alternatives with respect to the Company, including a potential spin-off of the AS business to our current equity holders. We expect that if we were to spin-off any business segment, that business segment would incur new debt and we would repay a portion of our existing indebtedness. Additionally, it is possible that along with any spin-off, we would receive cash proceeds from an issuance of equity of one of our Parent Companies. There can be no assurance that we will ultimately pursue any strategic alternatives with respect to any business segment, including AS, or an equity issuance or, if we do, what the structure or timing for any such transaction would be.

FS provides mission-critical software and technology services to virtually every type of financial services institution, including buy-side and sell-side institutions, third-party administrators, wealth managers, retail banks, insurance companies, corporate treasuries and energy trading firms. Our broad range of complementary software solutions and associated technology services help financial services institutions automate the business processes associated with trading, managing portfolios and accounting for investment assets.

HE provides software and technology services primarily to colleges and universities as well as to school districts. Education institutions rely on our broad portfolio of solutions and technology services to improve the way they teach, learn, manage and connect with their constituents.

1

PS provides software and technology services designed to meet the specialized needs of local, state and federal governments, public safety and justice agencies, utilities, nonprofits and other public sector institutions.

AS provides disaster recovery services, managed IT services, information availability consulting services and business continuity management software to 10,000 customers in North America and Europe. With five million square feet of data center and operations space, AS assists IT organizations across virtually all industry and government sectors to prepare for and recover from emergencies by helping them minimize their computer downtime and optimize their uptime. Through direct sales and channel partners, AS helps organizations ensure their people and customers have uninterrupted access to the information systems they need in order to do business.

Global Economic Conditions

Current instability in the worldwide financial markets, including volatility in and disruption of the credit markets, has resulted in uncertain economic conditions. Late in 2008, a global financial crisis triggered unprecedented market volatility and depressed economic growth. In 2009, the markets began to slowly stabilize as the year progressed and continued to improve in 2010. However, the current economic conditions remain dynamic and uncertain and are likely to remain so into 2011. Irrespective of global economic conditions, we are positive about our competitive position and our current product portfolio. We believe that SunGard is well-positioned to capitalize on new opportunities to increase revenue as the global economy improves. We remain focused on executing in the areas we can control by continuing to provide high-value products and solutions while managing our expenses.

SunGard’s results of operations typically trail current economic activity, largely due to the multi-year contracts that generate the majority of our revenue. We participate in the financial services, higher education and public sector industries and, in our availability services business, across a broad cross-section of the economy. Each of these sectors, to varying degrees, has experienced some disruption. The results in 2010 reflect the impact of these challenging economic conditions. In response, we have right-sized our expense base in line with expected revenue opportunities but have continued to invest in capital spending, product development and to opportunistically acquire technology through acquisitions.

The following discussion reflects the results of operations and financial condition of SCC, which are materially the same as the results of operations and financial condition of SCCII and SunGard. Therefore, the discussions provided are applicable to each of SCC, SCCII and SunGard unless otherwise noted. Also, the following discussion includes historical and certain forward-looking information that should be read together with the accompanying Consolidated Financial Statements and related footnotes and the discussion above of certain risks and uncertainties (see ITEM 1A—RISK FACTORS) that could cause future operating results to differ materially from historical results or the expected results indicated by forward-looking statements.

Use of Estimates and Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires us to make many estimates and judgments that affect the reported amounts of assets, liabilities, revenue and expenses. Those estimates and judgments are based on historical experience, future expectations and other factors and assumptions we believe to be reasonable under the circumstances. We review our estimates and judgments on an ongoing basis and revise them when necessary. Actual results may differ from the original or revised estimates. A

2

summary of our significant accounting policies is contained in Note 1 of Notes to Consolidated Financial Statements. A description of the most critical policies and those areas where estimates have a relatively greater effect in the financial statements follows. Our management has discussed the critical accounting policies described below with our audit committee.

Intangible Assets and Purchase Accounting

Purchase accounting requires that all assets and liabilities be recorded at fair value on the acquisition date, including identifiable intangible assets separate from goodwill. Identifiable intangible assets include customer base (which includes customer contracts and relationships), software and trade name. Goodwill represents the excess of cost over the fair value of net assets acquired.

The estimated fair values and useful lives of identifiable intangible assets are based on many factors, including estimates and assumptions of future operating performance and cash flows of the acquired business, the nature of the business acquired, the specific characteristics of the identified intangible assets, and our historical experience and that of the acquired business. The estimates and assumptions used to determine the fair values and useful lives of identified intangible assets could change due to numerous factors, including product demand, market conditions, technological developments, economic conditions and competition. In connection with our determination of fair values for the LBO and for other significant acquisitions, we engage independent appraisal firms to assist us with the valuation of intangible (and certain tangible) assets acquired and certain assumed obligations.

We periodically review carrying values and useful lives of long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of the asset may not be recoverable. Factors that could indicate an impairment include significant underperformance of the asset as compared to historical or projected future operating results, or significant negative industry or economic trends. When we determine that the carrying value of an asset may not be recoverable, the related estimated future undiscounted cash flows expected to result from the use and eventual disposition of the asset are compared to the carrying value of the asset. If the sum of the estimated future undiscounted cash flows is less than the carrying amount, we record an impairment charge based on the difference between the carrying value of the asset and its fair value, which we estimate based on discounted expected future cash flows. In determining whether an asset is impaired, we make assumptions regarding recoverability of costs, estimated future cash flows from the asset, intended use of the asset and other relevant factors. If these estimates or their related assumptions change, we may be required to record impairment charges for these assets.

We are required to perform a goodwill impairment test, a two-step test, annually and more frequently when negative conditions or a triggering event arise. We complete our annual goodwill impairment test as of July 1. In step one, the estimated fair value of each reporting unit is compared to its carrying value. We estimate the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). If there is a deficiency (the estimated fair value of a reporting unit is less than the carrying value), a step two test is required. In step two, the amount of any goodwill impairment is measured by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected in operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination.

3

Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates that reflect the risks associated with achieving those cash flows. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, as well as industry and general economic data from third party sources. Discount rate assumptions are based on an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. For our most recent annual impairment test as of July 1, 2010, the discount rates used were 10% or 11% and perpetual growth rates used were 3% or 4%, based on the specific characteristics of the reporting unit.

Based on the results of our July 1, 2010 step one tests, we determined that the carrying value of our Public Sector North America (“PS NA”) reporting unit, Public Sector United Kingdom (“PS UK”) reporting unit, which has since been sold and is included in discontinued operations, and our Higher Education Managed Services (“HE MS”) reporting unit were in excess of their respective fair values and a step two test was required for each of these reporting units. The primary drivers for the decline in the fair value of the reporting units compared to the prior year is the reduction in the perpetual growth rate assumption used for each of these three reporting units, stemming from the disruption in the global financial markets, particularly the markets in which these three reporting units serve. Furthermore, there was a decline in the cash flow projections for the PS NA and PS UK reporting units, compared to those used in the 2009 goodwill impairment test, as a result of decline in the overall outlook for these two reporting units. Additionally, the discount rate assumption used in 2010 for the PS UK reporting unit was higher than the discount rate used in the 2009 impairment test.

A one percentage point increase in the perpetual growth rate or a one percentage point decrease in the discount rate would have resulted in our HE MS reporting unit having a fair value in excess of carrying value and a step two test would not have been required.

Prior to completing the step two tests, we first evaluated the long-lived assets, primarily the software, customer base and property and equipment, for impairment. In performing the impairment tests for long-lived assets, we estimated the undiscounted cash flows for the asset groups over the remaining useful lives of the reporting unit’s primary asset and compared that to the carrying value of the asset groups. There was no impairment of the long-lived assets.

In completing the step two tests to determine the implied fair value of goodwill and therefore the amount of impairment, we first determined the fair value of the tangible and intangible assets and liabilities. Based on the testing performed, we determined that the carrying value of goodwill exceeded its implied fair value for each of the three reporting units and recorded a goodwill impairment charge of $328 million, of which $237 million is presented in continuing operations and $91 million in discontinued operations.

We have three other reporting units, whose goodwill balances in the aggregate total $2.1 billion as of December 31, 2010, where the excess of the estimated fair value over the carrying value of the reporting unit was less than 10% of the carrying value as of the July 1, 2010 impairment test. A one percentage point decrease in the perpetual growth rate or a one percentage point increase in the discount rate would cause each of these reporting units to fail the step one test and require a step two analysis, and some or all of this goodwill could be impaired. Furthermore, if any of these units fail to achieve expected performance levels or experience a downturn in the business below current expectations, goodwill could be impaired.

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Our remaining 10 reporting units, whose goodwill balances in aggregate total $3.2 billion as of December 31, 2010, each had estimated fair values in excess of 25% more than the carrying value of the reporting unit as of the July 1, 2010 impairment test.

During 2009, based on an evaluation of year-end results and a reduction in the revenue growth outlook for the AS business, we concluded that AS had experienced a triggering event in its North American reporting unit (“AS NA”), one of two reporting units identified in the July 1, 2009 annual impairment test where the excess of the estimated fair value over the carrying value was less than 10%. As a result, we determined that the carrying value of AS NA was in excess of its fair value. In completing the step two test, we determined that the carrying value of AS NA’s goodwill exceeded its implied fair value by $1.13 billion and recorded a goodwill impairment charge for this amount.

As a result of the change in the economic environment in the second half of 2008 and completion of the annual budgeting process, we completed an assessment of the recoverability of our goodwill in December 2008. In completing this review, we considered a number of factors, including a comparison of the budgeted revenue and profitability for 2009 to that included in the annual impairment test conducted as of July 1, 2008, and the amount by which the fair value of each reporting unit exceeded its carrying value in the 2008 impairment analysis, as well as qualitative factors such as the overall economy’s effect on each reporting unit. Based on this analysis, we concluded that the decline in expected future cash flows in one of our PS reporting units, which has since been sold and is presented in discontinued operations, was sufficient to result in an impairment of goodwill of $128 million.

Revenue Recognition

In the fourth quarter of 2010 we adopted, retrospective to the beginning of the year, the provisions of Accounting Standards Update No. 2009-13, Revenue Recognition—Multiple—Deliverable Revenue Arrangements (“ASU 2009-13”) and Accounting Standards Update 2009-14, Software—Certain Revenue Arrangements that Include Software Elements (“ASU 2009-14”). ASU 2009-13 amended existing accounting guidance for revenue recognition for multiple-element arrangements by establishing a selling price hierarchy that allows for the best estimated selling price (“BESP”) to determine the allocation of arrangement consideration to a deliverable in a multiple element arrangement where neither vendor specific objective evidence (“VSOE”) nor third-party evidence (“TPE”) is available for that deliverable. ASU 2009-14 modifies the scope of existing software guidance to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. In addition, ASU 2009-14 provides guidance on how a vendor should allocate arrangement consideration to non-software and software deliverables in an arrangement where the vendor sells tangible products containing software components that are essential in delivering the tangible product’s functionality. The impact of our adoption of ASU 2009-13 and ASU 2009-14 was not material to our consolidated results of operations for 2010.

The following criteria must be met in determining whether revenue may be recorded: persuasive evidence of a contract exists; services have been provided; the price is fixed or determinable; and collection is reasonably assured.

We generate revenue from the following sources: (1) services revenue, which includes revenue from processing services, software maintenance and support, rentals, recovery and managed services, professional services and broker/dealer fees; and (2) software license fees, which result from contracts that permit the customer to use a SunGard product at the customer’s site.

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Services revenue is recorded as the services are provided based on the fair value of each element. Most AS services revenue consists of fixed monthly fees based upon the specific computer configuration or business process for which the service is being provided. When recovering from an interruption, customers generally are contractually obligated to pay additional fees, which typically cover the incremental costs of supporting customers during recoveries. FS services revenue includes monthly fees, which may include a fixed minimum fee and/or variable fees based on a measure of volume or activity, such as the number of accounts, trades or transactions, users or the number of hours of service.

For fixed-fee professional services contracts, services revenue is recorded based upon proportional performance, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. Changes in the estimated costs or hours to complete the contract and losses, if any, are reflected in the period during which the change or loss becomes known.

License fees result from contracts that permit the customer to use a SunGard software product at the customer’s site. Generally, these contracts are multiple-element arrangements since they usually provide for professional services and ongoing software maintenance. In these instances, license fees are recognized upon the signing of the contract and delivery of the software if the license fee is fixed or determinable, collection is probable, and there is sufficient vendor specific evidence of the fair value of each undelivered element. When there are significant program modifications or customization, installation, systems integration or related services, the professional services and license revenue are combined and recorded based upon proportional performance, measured in the manner described above. Revenue is recorded when billed when customer payments are extended beyond normal billing terms, or at acceptance when there is significant acceptance, technology or service risk. Revenue also is recorded over the longest service period in those instances where the software is bundled together with post-delivery services and there is not sufficient evidence of the fair value of each undelivered service element.

With respect to software related multiple-element arrangements, sufficient evidence of fair value is defined as VSOE. If there is no VSOE of the fair value of the delivered element (which is usually the software) but there is VSOE of the fair value of each of the undelivered elements (which are usually maintenance and professional services), then the residual method is used to determine the revenue for the delivered element. The revenue for each of the undelivered elements is set at the fair value of those elements using VSOE of the price paid when each of the undelivered elements is sold separately. The revenue remaining after allocation to the undelivered elements (i.e., the residual) is allocated to the delivered element.

VSOE supporting the fair value of maintenance is based on the optional renewal rates for each product and is typically 18% to 20% of the software license fee per year. VSOE supporting the fair value of professional services is based on the standard daily rates charged when those services are sold separately.

In some software related multiple-element arrangements, the services rates are discounted. In these cases, a portion of the software license fee is deferred and recognized as the services are performed based on VSOE of the services.

From time to time we enter into arrangements with customers who purchase non-software related services from us at the same time, or within close proximity, of purchasing software (non-software multiple-element arrangements). Each element within a non-software multiple-element arrangement is

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accounted for as a separate unit of accounting provided the following criteria are met: the delivered services have value to the customer on a standalone basis; and, for an arrangement that includes a general right of return relative to the delivered services, delivery or performance of the undelivered service is considered probable and is substantially controlled by us. Where the criteria for a separate unit of accounting are not met, the deliverable is combined with the undelivered element(s) and treated as a single unit of accounting for the purposes of allocation of the arrangement consideration and revenue recognition.

For our non-software multiple-element arrangements, we allocate revenue to each element based on a selling price hierarchy at the arrangement inception. During 2008 and 2009 the fair value of each undelivered element was determined using VSOE, and the residual method was used to assign a fair value to the delivered element if its VSOE was not available. Under the new rules for 2010 described above, the selling price for each element is based upon the following selling price hierarchy: VSOE then TPE then BESP. The total arrangement consideration is allocated to each separate unit of accounting for each of the non-software deliverables using the relative selling prices of each unit based on this hierarchy. We limit the amount of revenue recognized for delivered elements to an amount that is not contingent upon future delivery of additional products or services or meeting of any specified performance conditions. Since under the new hierarchy a fair value for each element will be determinable, the residual method is no longer used.

To determine the selling price in non-software multiple-element arrangements, we establish VSOE of the selling price using the price charged for a deliverable when sold separately. Where VSOE does not exist, TPE is established by evaluating similar competitor products or services in standalone arrangements with similarly situated customers. If we are unable to determine the selling price because VSOE or TPE doesn’t exist, we determine BESP for the purposes of allocating the arrangement by considering pricing practices, margin, competition, and geographies in which we offer our products and services.

Unbilled receivables are created when services are performed or software is delivered and revenue is recognized in advance of billings. Deferred revenue is created when billing occurs in advance of performing services or when all revenue recognition criteria have not been met.

We believe that our revenue recognition practices comply with the complex and evolving rules governing revenue recognition. Future interpretations of existing accounting standards, new standards or changes in our business practices could result in changes in our revenue recognition accounting policies that could have a material effect on our consolidated financial results.

Accounting for Income Taxes

We recognize deferred income tax assets and liabilities based upon the expected future tax consequences of events that have been recognized in our financial statements or tax returns. Deferred income tax assets and liabilities are calculated based on the difference between the financial and tax bases of assets and liabilities using the currently enacted income tax rates in effect during the years in which the differences are expected to reverse. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized. Deferred tax assets for which no valuation allowance is recorded may not be realized upon changes in facts and circumstances. Tax benefits related to uncertain tax positions taken or expected to be taken on a tax return are recorded when such benefits meet a more likely than not threshold. Otherwise, these tax

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benefits are recorded when a tax position has been effectively settled, which means that the appropriate taxing authority has completed their examination even though the statute of limitations remains open, or the statute of limitation expires. Considerable judgment is required in assessing and estimating these amounts and differences between the actual outcome of these future tax consequences and our estimates could have a material effect on our consolidated financial results.

Accounting for Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate service period. Fair value for stock options is computed using the Black-Scholes pricing model. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock price, and the number of awards expected to be forfeited. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our consolidated financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recognized. Our ability to use the deferred tax asset is ultimately based on the actual value of the stock option upon exercise or restricted stock unit upon distribution. If the actual value is lower than the fair value determined on the date of grant, then there could be an income tax expense for the portion of the deferred tax asset that cannot be used, which could have a material effect on our consolidated financial results.

Results of Operations

We evaluate performance of our segments based on operating results before interest, income taxes, goodwill impairment charges, amortization of acquisition-related intangible assets, stock compensation and certain other costs (see Note 12 of Notes to Consolidated Financial Statements). During 2010, we sold our PS UK operation which is presented as discontinued operations.

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The following table sets forth, for the periods indicated, certain amounts included in our Consolidated Statements of Operations and the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated).

	2008						2009						Percent Increase (Decrease) 2009 vs. 2008			2010						Percent Increase (Decrease) 2010 vs. 2009
(in millions)				% of revenue						% of revenue									% of revenue
Revenue
Financial Systems (FS)	$	3,078			57	%	$	3,068			58	%		—	%	$	2,807			56	%		(9	)%
Higher Education (HE)		594			11	%		594			11	%		—	%		571			11	%		(4	)%
Public Sector (PS)		162			3	%		153			3	%		(6	)%		145			3	%		(5	)%
Software & Processing Solutions		3,834			71	%		3,815			72	%		—	%		3,523			71	%		(8	)%
Availability Services (AS)		1,567			29	%		1,517			28	%		(3	)%		1,469			29	%		(3	)%
	$	5,401			100	%	$	5,332			100	%		(1	)%	$	4,992			100	%		(6	)%
Costs and Expenses
Cost of sales and direct operating	$	2,601			48	%	$	2,534			48	%		(3	)%	$	2,201			44	%		(13	)%
Sales, marketing and administration		1,113			21	%		1,088			20	%		(2	)%		1,141			23	%		5	%
Product development		309			6	%		348			7	%		13	%		370			7	%		6	%
Depreciation and amortization		274			5	%		288			5	%		5	%		291			6	%		1	%
Amortization of acquisition-related intangible assets		472			9	%		529			10	%		12	%		484			10	%		(9	)%
Goodwill impairment charge		—			—	%		1,126			21	%		—	%		237			5	%		(79	)%
	$	4,769			88	%	$	5,913			111	%		24	%	$	4,724			95	%		(20	)%
Operating Income (Loss)
Financial Systems(1)	$	608			20	%	$	618			20	%		2	%	$	624			22	%		1	%
Higher Education(1)		147			25	%		155			26	%		5	%		149			26	%		(4	)%
Public Sector(1)		49			30	%		43			28	%		(12	)%		39			27	%		(9	)%
Software & Processing Solutions(1)		804			21	%		816			21	%		1	%		812			23	%		—	%
Availability Services(1)		443			28	%		380			25	%		(14	)%		326			22	%		(14	)%
Corporate administration		(51	)		(1	)%		(57	)		(1	)%		(12	)%		(73	)		(1	)%		(28	)%
Amortization of acquisition-related intangible assets		(472	)		(9	)%		(529	)		(10	)%		(12	)%		(484	)		(10	)%		9	%
Goodwill impairment charge		—			—	%		(1,126	)		(21	)%		—	%		(237	)		(5	)%		79	%
Stock compensation expense		(35	)		(1	)%		(33	)		(1	)%		6	%		(31	)		(1	)%		6	%
Other costs(2)		(57	)		(1	)%		(32	)		(1	)%		44	%		(45	)		(1	)%		(41	)%
Operating Income (Loss)	$	632			12	%	$	(581	)		(11	)%		(192	)%	$	268			5	%		146	%

(1) Percent of revenue is calculated as a percent of revenue from FS, HE, PS, Software & Processing Solutions, and AS, respectively.

(2) Other costs include management fees paid to the Sponsors, purchase accounting adjustments, including in 2008 certain acquisition-related compensation expense, merger costs, and certain other costs, partially offset in each year by capitalized software development costs.

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The following table sets forth, for the periods indicated, certain supplemental revenue data and the relative percentage that those amounts represent to total revenue.

	2008					2009					Percent Increase (Decrease) 2009 vs. 2008			2010					Percent Increase (Decrease) 2010 vs. 2009
(in millions)			% of revenue					% of revenue								% of revenue
Financial Systems
Services	$	2,737		51	%	$	2,737		51	%		—	%	$	2,448		49	%		(11	)%
License and resale fees		229		4	%		197		4	%		(14	)%		256		5	%		30	%
Total products and services		2,966		55	%		2,934		55	%		(1	)%		2,704		54	%		(8	)%
Reimbursed expenses		112		2	%		134		3	%		20	%		103		2	%		(23	)%
	$	3,078		57	%	$	3,068		58	%		—	%	$	2,807		56	%		(9	)%
Higher Education
Services	$	491		9	%	$	490		9	%		—	%	$	465		9	%		(5	)%
License and resale fees		92		2	%		94		2	%		2	%		98		2	%		4	%
Total products and services		583		11	%		584		11	%		—	%		563		11	%		(4	)%
Reimbursed expenses		11		—	%		10		—	%		(9	)%		8		—	%		(20	)%
	$	594		11	%	$	594		11	%		—	%	$	571		11	%		(4	)%
Public Sector
Services	$	126		2	%	$	121		2	%		(4	)%	$	120		2	%		(1	)%
License and resale fees		32		1	%		29		1	%		(9	)%		23		—	%		(21	)%
Total products and services		158		3	%		150		3	%		(5	)%		143		3	%		(5	)%
Reimbursed expenses		4		—	%		3		—	%		(25	)%		2		—	%		(33	)%
	$	162		3	%	$	153		3	%		(6	)%	$	145		3	%		(5	)%
Software & Processing Solutions
Services	$	3,354		62	%	$	3,348		63	%		—	%	$	3,033		61	%		(9	)%
License and resale fees		353		7	%		320		6	%		(9	)%		377		8	%		18	%
Total products and services		3,707		69	%		3,668		69	%		(1	)%		3,410		68	%		(7	)%
Reimbursed expenses		127		2	%		147		3	%		16	%		113		2	%		(23	)%
	$	3,834		71	%	$	3,815		72	%		—	%	$	3,523		71	%		(8	)%
Availability Services
Services	$	1,544		29	%	$	1,496		28	%		(3	)%	$	1,452		29	%		(3	)%
License and resale fees		6		—	%		4		—	%		(33	)%		3		—	%		(25	)%
Total products and services		1,550		29	%		1,500		28	%		(3	)%		1,455		29	%		(3	)%
Reimbursed expenses		17		—	%		17		—	%		—	%		14		—	%		(18	)%
	$	1,567		29	%	$	1,517		28	%		(3	)%	$	1,469		29	%		(3	)%
Total Revenue
Services	$	4,898		91	%	$	4,844		91	%		(1	)%	$	4,485		90	%		(7	)%
License and resale fees		359		7	%		324		6	%		(10	)%		380		8	%		17	%
Total products and services		5,257		97	%		5,168		97	%		(2	)%		4,865		97	%		(6	)%
Reimbursed expenses		144		3	%		164		3	%		14	%		127		3	%		(23	)%
	$	5,401		100	%	$	5,332		100	%		(1	)%	$	4,992		100	%		(6	)%

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Results of operations, excluding broker/dealer business

We assess our performance both with and without one of our trading systems businesses, a broker/dealer with an inherently lower margin than our other software and processing businesses, whose performance is a function of market volatility and customer mix (the “Broker/Dealer”). By excluding the Broker/Dealer’s results, we are able to perform additional analysis of our business which we believe is important in understanding the results of both the Broker/Dealer and the software and processing businesses. We use the information excluding the Broker/Dealer business for a variety of purposes and we regularly communicate our results excluding this business to our board of directors.

The following is a reconciliation of revenue excluding the Broker/Dealer and operating income (loss) excluding the Broker/Dealer, which are each non-GAAP measures, to the corresponding reported GAAP measures that we believe to be most directly comparable for each of 2008, 2009 and 2010 (in millions). While these adjusted results are useful for analysis purposes, they should not be considered as an alternative to our reported GAAP results.

	2008			2009			% change			2010			% change
Revenue
Total	$	5,401		$	5,332			(1	)%	$	4,992			(6	)%
Less Broker/Dealer business		600			587						184
Total excluding Broker/Dealer business	$	4,801		$	4,745			(1	)%	$	4,808			1	%
Financial Systems	$	3,078		$	3,068			—	%	$	2,807			(9	)%
Less Broker/Dealer business		600			587						184
Financial Systems excluding Broker/Dealer business	$	2,478		$	2,481			—	%	$	2,623			6	%
Operating Income (Loss)
Total	$	632		$	(581	)		(192	)%	$	268			146	%
Less Broker/Dealer business		44	(1)		31	(1)					(33	)(1)
Total excluding Broker/Dealer business	$	588		$	(612	)		(204	)%	$	301			149	%
Financial Systems	$	608		$	618			2	%	$	624			1	%
Less Broker/Dealer business		47	(1)		34	(1)					(21	)(1)
Financial Systems excluding Broker/Dealer business	$	561		$	584			4	%	$	645			10	%

(1) The operating income related to the Broker/Dealer excluded from Total and FS differ because we evaluate performance of our segments based on operating results before goodwill impairment charges, amortization of acquisition-related intangible assets, stock compensation and certain other costs. FS excludes certain of these costs and therefore, we do not need to adjust the Broker/Dealer for these costs. However, these costs are included in Total operating income (loss) and therefore, to the extent applicable, we adjust the Broker/Dealer’s operating income for its portion of these costs.

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Year Ended December 31, 2010 Compared to Year Ended December 31, 2009

Operating Income:

Our total operating margin increased to 5% in 2010 from -11% in 2009 due to $237 million of goodwill impairment charges in 2010 and $1.13 billion of goodwill impairment charges in 2009. In addition, the operating margin was also impacted by a $58 million increase in license fees, the impact from the Broker/Dealer and the decline in AS margin performance.

Financial Systems:

The FS operating margin increased to 22% in 2010 from 20% in 2009. The operating margin improvement is mainly due to a $63 million increase in software license fees, including the recognition of $32 million of license fee backlog that existed at December 31, 2009. Margin improvement from the reduced contribution from the Broker/Dealer and reduced facilities expense was mostly offset by increased employment-related and other operating expenses. The impact of the decrease in the Broker/Dealer’s revenue and operating income on FS operating margin is an increase in 2010 of one margin point.

The most important factors affecting the FS operating margin are:

• the level of trading volumes,

• the level of IT spending and its impact on the overall demand for professional services and software license sales,

• the rate and value of contract renewals, new contract signings and contract terminations,

• the overall condition of the financial services industry and the effect of any further consolidation among financial services firms, and

• the operating margins of recently acquired businesses, which tend to be lower at the outset and improve over a number of years.

Higher Education:

The HE operating margin was 26% in each of 2010 and 2009. Although revenue decreased $23 million, we maintained the operating margin primarily by decreasing employment-related expense in managed services.

The most important factors affecting the HE operating margin are:

• the rate and value of managed services (technology outsourcing services) contract renewals, new contract signings and contract terminations,

• continued pressure on the level of institutional and school district funding, and

• the level of IT spending and its impact on the overall demand for professional services and software license sales.

Public Sector:

The PS operating margin was 27% and 28% in 2010 and 2009, respectively. The operating margin decrease is due primarily to a $5 million decrease in software license fees, partially offset by decreased employment-related expense.

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The most important factors affecting the PS operating margin are:

• the rate and value of contract renewals, new contract signings and contract terminations,

• the level of government funding, and

• the level of IT spending and its impact on the overall demand for professional services and software license sales.

Availability Services:

The AS operating margin was 22% in 2010 compared to 25% in 2009. The lower margin was driven by the lower mix of revenue from higher margin recovery services, which typically use shared resources, and an absolute decline in recovery services margin due mainly to the lower revenue on a relatively stable fixed cost base and costs related to eliminating redundant network capacity resulting from the redesign and re-architecture of our data communications network. Recovery services cost savings initiatives also produced expense savings in 2010 including lower facilities and employment-related costs. In addition, AS operating margin was impacted by an increase in revenue from lower margin managed services, which use dedicated resources, and an absolute decline in managed services margin due mainly to higher facilities costs, primarily utility costs related to cooling due to warmer summer temperatures and the addition of a new facility, increased employment-related and temporary staffing costs due to an increased focus on service delivery, and increased costs associated with the redesign and re-architecture of our data communications network and natural demand resulting from revenue growth. Also impacting the change in the margin was a decrease in other administrative expenses in North America, including reduced bad debt expense resulting from improved collections and lower professional services expenses, and the decrease in the margin in our European business mostly due to an increase in employment-related costs and depreciation and amortization, partially offset by reduced bad debt expense.

The most important factors affecting the AS operating margin are:

• the rate and value of contract renewals, new contract signings and contract terminations,

• the timing and magnitude of equipment and facilities expenditures,

• the level and success of new product development, and

• the trend toward availability solutions utilizing more dedicated resources.

The margin rate of the AS European business is lower than the margin rate of the North American business due primarily to a higher concentration of dedicated resources in European recovery services. However, the differential in the margins has narrowed over the past several years because of the growing proportion of managed services in North America.

Revenue:

Total revenue was $4.99 billion in 2010 compared to $5.33 billion in 2009, a decrease of 6%. Organic revenue decreased 7% primarily due to a decline in the Broker/Dealer’s revenue of $403 million, comprised of $367 million of broker/dealer fees and $36 million of reimbursed expenses, partially offset by a $58 million increase in software license fees. Excluding the Broker/Dealer, organic revenue increased 1%. Organic revenue is defined as revenue from businesses owned for at least one year and adjusted for both the effects of businesses sold in the previous twelve months and the impact

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of currency exchange rates, and excludes revenue from discontinued operations in all periods presented. When assessing our financial results, we focus on growth in organic revenue because overall revenue growth is affected by the timing and magnitude of acquisitions, dispositions and by currency exchange rates.

Our revenue is highly diversified by customer and product. During each of the past three fiscal years, no single customer has accounted for more than 10% of total revenue. On average for the past three fiscal years, services revenue has been approximately 90% of total revenue. About 70% of services revenue is highly recurring as a result of multi year contracts and is generated from (1) software-related services including software maintenance and support, processing and rentals; and (2) recovery and managed services. The remaining services revenue includes (1) professional services, which are recurring in nature as a result of long-term customer relationships; and (2) broker/dealer fees, which are largely correlated with trading volumes. Services revenue decreased to $4.49 billion from $4.84 billion, representing approximately 90% of total revenue in 2010 compared to 91% in 2009. The revenue decrease was mainly due to the $367 million decrease in broker/dealer fees noted.

Professional services revenue was $791 million and $770 million in 2010 and 2009, respectively. The change was due to an increase in FS, partially offset by decreases in AS and HE. Revenue from total broker/dealer fees was $217 million and $570 million in 2010 and 2009, respectively.

Revenue from license and resale fees was $380 million and $324 million for 2010 and 2009, respectively, and includes software license revenue of $291 million and $233 million, respectively.

SunGard ended 2009 with a software license backlog of $35 million in FS, which consisted of signed contracts for licensed software that (i) at our election, was not shipped to the customer until 2010, (ii) we voluntarily extended payment terms or (iii) included products or services not yet deliverable and from which the license element cannot be separated. Of this backlog, $32 million was recognized in 2010.

Financial Systems:

FS revenue was $2.81 billion in 2010 compared to $3.07 billion in 2009, a decrease of 9%. Organic revenue decreased by approximately 9% in 2010. Excluding the Broker/Dealer business, organic revenue increased 6%. The 6% increase is primarily driven by increases in software license, professional services and processing revenue. Professional services revenue increased $50 million, or 9%, to $583 million due to a general increase in demand from existing clients as well as new projects. Processing revenue increased $22 million, or 3%, mainly driven by increases in transaction volumes and additional hosted services. Revenue from license and resale fees included software license revenue of $237 million, an increase of $63 million compared to 2009, reflecting the recognition in 2010 of $32 million that was in backlog at December 31, 2009 and improved economic conditions in 2010.

Higher Education:

HE revenue was $571 million in 2010 compared to $594 million in 2009. The $23 million, or 4%, decrease was all organic and primarily due to decreases in managed services revenue mainly resulting from customers bringing their IT solutions in-house, and professional services mainly due to fewer and smaller-sized customer installations, partially offset by an increase in software support revenue due to sales of new licenses in the past 12 months and annual rate increases. Professional services revenue was $128 million in 2010 compared to $141 million in 2009. Software license fees increased $1 million to $39 million in 2010 from $38 million in 2009. HE includes our K-12 operations for all periods presented.

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Public Sector:

PS revenue was $145 million in 2010 compared to $153 million in 2009. The $8 million, or 5%, decrease was all organic and primarily due to a $5 million decrease in software license fees. Revenue from license and resale fees included software license fees of $11 million and $16 million in 2010 and 2009, respectively.

Availability Services:

AS revenue was $1.47 billion in 2010 compared to $1.52 billion in 2009, a 3% decrease overall and organically. In North America, which accounts for approximately 80% of our AS business, revenue decreased 4% overall and 4.5% organically where decreases in recovery services and professional services revenue exceeded growth in managed services revenue. Revenue in Europe, primarily from our U.K. operations, increased 0.5%, but increased 2% organically, where increases in managed services revenue were partially offset by decreases in recovery services revenue. Most of our recovery services revenue is derived from tape-based solutions. Recovery services has been shifting from tape-based solutions to disk-based and managed service solutions. We expect this shift to continue in the future.

Costs and Expenses:

Total costs decreased to 95% of revenue in 2010 from 111% of 2009 revenue. Excluding the goodwill impairment charges of $237 million in 2010 and $1.13 billion in 2009 and the Broker/Dealer’s total costs of $207 million in 2010 and $556 million in 2009, total costs as a percentage of total revenue (also excluding the Broker/Dealer) was unchanged at 89%.

Cost of sales and direct operating expenses as a percentage of total revenue was 44% in 2010 and 48% in 2009, largely the result of the lower volumes of the Broker/Dealer. Excluding the Broker/Dealer’s expenses of $189 million in 2010 and $534 million in 2009, cost of sales and direct operating expenses as a percentage of total revenue (also excluding the Broker/Dealer) was unchanged at 42%. Also impacting the period were lower employee-related expenses in our software and processing businesses, mostly offset by higher AS facilities and data communications network costs associated with the redesign and re-architecture of our data communications network.

Sales, marketing and administration expenses as a percentage of total revenue was 23% and 20% in 2010 and 2009, respectively. Excluding the Broker/Dealer’s expenses of $12 million in 2010 and $13 million in 2009, sales, marketing and administration expenses as a percentage of total revenue (also excluding the Broker/Dealer) was unchanged at 23%. The $53 million increase in sales, marketing and administration expenses was due primarily to higher employment-related expense in FS resulting from increased employment to support both growth in the business and international expansion, principally in Asia and Brazil, as well as annual increases following cost restraint in 2009 due to economic conditions. Also impacting the change were increases in professional services expense, advertising and trade show expenses and currency transaction losses, partially offset by decreases in FS facilities expense, resulting from facilities consolidation in 2009, and lower bad debt expense in AS.

Because AS software development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. In 2010 and 2009, software development expenses were 10% and 9%, respectively, of revenue from software and processing solutions.

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Amortization of acquisition-related intangible assets was 10% of total revenue in each of 2010 and 2009, respectively. During 2009, we shortened the remaining useful lives of certain intangible assets and also recorded impairment charges of our customer base and software assets of $18 million and $17 million, respectively. These impairments are the result of reduced cash flow projections related to the software and customer base assets that were impaired.

We recorded goodwill impairment charges of $205 million and $32 million in PS and HE, respectively, in 2010 and $1.13 billion in AS in 2009. These impairments are described in the Use of Estimates and Critical Accounting Policies section above.

Interest expense was $638 million in 2010 compared to $637 million in 2009. Interest expense in 2010 compared to 2009 was impacted by the following: (a) lower average borrowings under our term loans at a slightly higher interest rate, (b) higher average debt outstanding resulting from the timing of our borrowings and delayed repayment due to calling bonds that were not tendered related to the refinance of our $1.6 billion of senior notes due 2013 at a lower interest rate, (c) higher average borrowings on our accounts receivable facility at a lower interest rate and (d) lower average borrowings under our revolving credit facility.

The loss on extinguishment of debt in 2010 was due to the early extinguishments of our $1.6 billion of senior notes due in 2013 and our euro-denominated term loans. The loss included $39 million of tender and call premiums.

Other income was $7 million in 2010 compared to $15 million in 2009. The decrease is due primarily to a $9 million decrease in foreign currency transaction gains related to our euro-denominated term loans.

Our overall effective income tax rate is typically between 38% and 40%. The effective income tax rates for each of 2010 and 2009 were a tax benefit of 7% and 6%, respectively, reflecting nondeductible goodwill impairment charges in both years. The reported benefit in 2010 includes a $13 million favorable adjustment due primarily to the impact of tax rate changes on deferred tax assets and liabilities offset by a $48 million unfavorable charge for recording deferred income taxes on unremitted earnings of non-U.S. subsidiaries which are no longer considered to be permanently reinvested. The reported benefit from income taxes in 2009 includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.

Loss from discontinued operations, net of tax, was $180 million in 2010 compared to income from discontinued operations, net of tax, of $4 million in 2009. During 2010, we sold our PS UK operation which included an impairment charge, net of tax, of $91 million and a loss on disposal of approximately $94 million which included the write-off of the currency translation adjustment (CTA) which is included as a separate component of equity.

Accreted dividends on SCCII’s cumulative preferred stock were $191 million and $180 million in 2010 and 2009, respectively. The increase in dividends is due to compounding. No dividends have been declared by SCCII.

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Year Ended December 31, 2009 Compared to Year Ended December 31, 2008

The following discussion has been updated to reflect the disposition of PS UK and its presentation as a discontinued operation.

Operating Income:

Our total operating margin was -11% in 2009, which included a $1.13 billion goodwill impairment charge, and 12% in 2008. In addition to the goodwill impairment charge, the operating margin was also impacted by the decline in AS, a $33 million decrease in license fees and a $57 million increase in amortization of acquisition-related intangible assets, partially offset by margin improvement in our software and processing businesses primarily due to cost savings.

Financial Systems:

The FS operating margin was unchanged at 20% in each of 2009 and 2008. Margin improvement from cost savings initiatives, primarily in employee-related and consultant costs, was offset by a $30 million decrease in software license revenue and the reduced contribution from the Broker/Dealer mentioned above. The impact of this Broker/Dealer on FS operating margin is a decline of almost one margin point.

Higher Education:

The HE operating margin was 26% in 2009 compared to 25% in 2008. The operating margin increase is due to the impact of cost savings during the year, primarily in employee-related and consultant costs and professional services expenses.

Public Sector:

The PS operating margin was 28% and 30% in 2009 and 2008, respectively. The operating margin decline was due primarily to a $3 million decrease in software license fees.

Availability Services:

The AS operating margin was 25% in 2009 compared to 28% in 2008, primarily due to facility expansions, mostly in Europe, which increased the fixed cost base in advance of anticipated revenue growth, increases in employee-related costs, mostly in North America, increased depreciation and amortization, and the impact of a change in the mix of revenue from recovery services which typically use shared resources to managed services which use dedicated resources.

Revenue:

Total revenue was $5.33 billion in 2009 compared to $5.40 billion in 2008. Included in 2009 was the full year impact from the acquisitions made in 2008 including the October 2008 acquisition of GL TRADE S.A. Organic revenue declined 3% primarily due to a decrease in professional services revenue in FS and HE.

Services revenue decreased to $4.84 billion from $4.90 billion, representing approximately 91% of total revenue in each of 2009 and 2008. The revenue decrease of $54 million in 2009 was mainly

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due to a decrease in professional services and processing revenue and the impact of changes in currency exchange rates offset in part by an increase in software rentals, primarily from FS acquired businesses.

Professional services revenue was $770 million and $912 million in 2009 and 2008, respectively. The decrease was primarily in FS and HE and was the result of customers delaying or cancelling projects due to the economic climate, as well as completion of certain projects in 2008.

Revenue from license and resale fees was $324 million and $359 million for 2009 and 2008, respectively, and includes software license revenue of $233 million and $266 million, respectively.

SunGard ended 2009 with a software license backlog of $35 million in FS, which consisted of signed contracts for licensed software that (i) at our election, was not shipped to the customer until 2010, (ii) we voluntarily extended payment terms or (iii) included products or services not yet deliverable and from which the license element cannot be separated.

Financial Systems:

FS revenue was $3.07 billion in 2009 compared to $3.08 billion in 2008. Organic revenue decreased by approximately 5% in 2009. Included in 2009 was the full year impact from acquired businesses which mostly offset the decline in organic revenue, largely professional services.

Professional services revenue decreased $120 million or 18% to $533 million. Revenue from license and resale fees included software license revenue of $174 million and $204 million, respectively, in 2009 and 2008.

We expect a material decline in 2010 revenue in one of our trading systems businesses, a Broker/Dealer, as a result of changes in customer mix and lower levels of volatility. The customer mix is impacted by the market-wide dynamics by which active trading firms are opting to become broker/dealers and trade on their own behalf. Beginning in the first quarter of 2010, a major customer of this Broker/Dealer started trading on its own behalf. This Broker/Dealer business, which has an inherently lower margin than our other FS businesses, has driven organic revenue growth over the past three years.

Higher Education:

HE revenue was $594 million in each of 2009 and 2008. Organic revenue decreased 1%. A decline in professional services revenue was mostly offset by increases in processing and software support revenue. Professional services revenue was $141 million in 2009 compared to $157 million in 2008. Software license fees increased $1 million to $38 million in 2009.

Public Sector:

PS revenue was $153 million in 2009 compared to $162 million in 2008. Organic revenue decreased 6% in 2009. The $9 million, or 6%, decrease was due primarily to decreases in professional services and software license fees, partially offset by an increase in software support revenue. Revenue from license and resale fees included software license fees of $16 million and $20 million in 2009 and 2008, respectively.

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Availability Services:

AS revenue was $1.52 billion in 2009 compared to $1.57 billion in 2008, a 3% decrease. AS organic revenue was unchanged in 2009. In North America, revenue decreased 1% overall and 2% organically where decreases in recovery services exceeded growth in managed services and professional services revenue. Revenue from license and resale fees included software license revenue of $4 million, a decrease of $2 million from the prior year. Revenue in Europe decreased 12%, but increased 2.5% organically.

Costs and Expenses:

Total costs increased to 111% of revenue in 2009 from 88% of 2008 revenue. Included in 2009 was a $1.13 billion impairment charge related to our AS business.

Cost of sales and direct operating expenses as a percentage of total revenue was 48% in each of 2009 and 2008. Lower employee-related and consultant expenses in our software and processing businesses were partially offset by increased costs from acquired businesses, net of a business sold in 2008.

The decrease in sales, marketing and administration expenses of $25 million was due primarily to decreased costs resulting from FS employee-related expenses partially offset by increased costs from acquired businesses, net of a business sold in 2008, and increases in FS facilities expense.

Because AS software development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. In 2009 and 2008, software development expenses were 9% and 8%, respectively, of revenue from software and processing solutions.

Depreciation and amortization as a percentage of total revenue was 5% in each of 2009 and 2008. The $14 million increase in 2009 was due primarily to capital expenditures supporting AS, FS and HE.

Amortization of acquisition-related intangible assets was 10% and 9% of total revenue in 2009 and 2008, respectively. During 2009, we shortened the remaining useful lives of certain intangible assets and also recorded impairment charges of our customer base and software assets of $18 million and $17 million, respectively. During 2008, we recorded impairment charges of our customer base, software and trade name assets of $27 million, $9 million and $3 million, respectively. These impairments are the result of reduced cash flow projections.

We recorded a goodwill impairment charge of $1.13 billion in AS in 2009. This impairment is described in the Use of Estimates and Critical Accounting Policies section above.

Interest expense was $637 million in 2009 compared to $597 million in 2008. The increase is primarily due to increased borrowings from the issuance of $500 million senior notes due 2015, a $500 million increase in the term loan and borrowings under our receivables facility, partially offset by decreased borrowings under our term loans and revolving credit facility, repayment of our senior notes due in January 2009 and interest rate decreases.

Other income was $15 million in 2009 compared to other expense of $93 million in 2008. The income in 2009 was due primarily to $14 million of foreign currency translation gains related to our euro-denominated term loan. In contrast, during 2008, currency translation related to those same euro-

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denominated term loans produced $46 million of foreign currency translation losses. Also incurred in 2008 were $25 million of losses on sales of receivables related to our terminated off-balance sheet receivables facility and $17 million of losses on euros purchased in advance of and fees associated with unused alternative financing commitments for the acquisition of GL TRADE.

We believe that our overall effective income tax rate is typically between 38% and 40%. The effective income tax rates for 2009 and 2008 were a tax benefit of 6% and a tax provision of 124%, respectively. The rate in 2009 reflects a nondeductible goodwill impairment charge. The rate in 2008 reflects a charge for tax positions taken in prior years as well as differences in the mix of taxable income in various jurisdictions. The reported benefit from income taxes in 2009 includes a $12 million favorable adjustment primarily related to utilization in our 2008 U.S. federal income tax return of foreign tax credit carryforwards that were not expected to be utilized at the time of the 2008 tax provision.

Income from discontinued operations, net of tax, was $4 million in 2009 compared to loss from discontinued operations, net of tax, of $150 million in 2008. During 2008, we incurred a goodwill impairment charge, net of tax, of $128 million. Also in 2008, we recorded impairment charges of our customer base and software assets of $20 million and $8 million, respectively. These impairments are the result of reduced cash flow projections related to the software and customer base assets that were impaired.

Accreted dividends on SCCII’s cumulative preferred stock were $180 million and $157 million in 2009 and 2008, respectively. The increase in dividends is due to compounding. No dividends have been declared by SCCII.

Liquidity and Capital Resources:

At December 31, 2010, cash and cash equivalents in continuing operations were $778 million, an increase of $136 million from December 31, 2009, while availability under our revolving credit facility was $796 million. Approximately $483 million of cash and cash equivalents at December 31, 2010 was held by our wholly owned non-U.S. subsidiaries. While available to fund operations and strategic investment opportunities abroad, most of these funds cannot be repatriated for use in the United States without incurring additional cash tax costs and in some cases are in countries with currency restrictions. Also, approximately $100 million of cash and cash equivalents at December 31, 2010 relates to our broker/dealer operations which is not available for general corporate use without adversely affecting the operation of the broker/dealer businesses.

Cash flow from continuing operations was $714 million in 2010 compared to cash flow from continuing operations of $607 million in 2009. The increase in cash flow from continuing operations is due primarily to the termination in December 2008 of our off-balance sheet accounts receivable securitization program, which reduced 2009 operating cash flow, and $92 million less of income tax payments, net of refunds, in 2010, partially offset by the reduction in operating income after adjusting for the noncash goodwill impairments in 2010 and 2009. Cash flow from continuing operations was $607 million in 2009 compared to cash flow from continuing operations of $375 million in 2008. The increase in cash flow from continuing operations is due primarily to the positive impact of approximately $287 million from the termination in December 2008 of our off-balance sheet accounts receivable securitization program, offset by an increased use of cash, principally in working capital, in the balance of the business.

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Net cash used by continuing operations in investing activities was $385 million in 2010 and $331 million in 2009. During 2010, we spent $82 million for four acquisitions, whereas we spent $13 million for three acquisitions during 2009. Capital expenditures for continuing operations were $312 million in 2010 and $323 million in 2009. In 2008, net cash used by continuing operations in investing activities was $1.1 billion, primarily related to $721 million spent on six acquisitions, including $546 million for the acquisition of GL TRADE S.A. in our FS business, and capital expenditures were $391 million.

In 2010, net cash used by continuing operations in financing activities was $344 million, which included the early retirements of our senior notes due 2013 along with the associated retirement premium and $265 million of term loans, and the issuance of $900 million of senior notes due 2018 and $700 million of senior notes due 2020 (net of associated fees). We also increased our borrowings under our accounts receivable securitization program by $63 million in 2010. In 2009, net cash used by continuing operations in financing activities was $627 million, primarily related to repayment at maturity of the $250 million senior secured notes and repayment of $500 million of borrowings under our revolving credit facility, partially offset by cash received from the new receivables facility (net of associated fees). In 2008, net cash provided by financing activities was $1.3 billion, which was used to fund the acquisition of GL TRADE, replace the liquidity provided by the terminated off-balance sheet accounts receivable securitization facility and repay $250 million of senior notes due in January 2009.

As a result of the LBO, we are highly leveraged. Our Sponsors continually evaluate strategic initiatives, some of which could significantly impact our debt profile. See above Overview. See Note 5 of Notes to Consolidated Financial Statements which contains a full description of our debt. Total debt outstanding as of December 31, 2010 was $8.06 billion, which consists of the following (in millions):

	December 31, 2010
Senior Secured Credit Facility:
Secured revolving credit facility	$	—
Tranche A, effective interest rate of 3.29%		1,447
Tranche B, effective interest rate of 6.67%		2,468
Incremental term loan, effective interest rate of 6.75%		479
Total Senior Secured Credit Facility		4,394
Senior Notes due 2014 at 4.875%, net of discount of $12		238
Senior Notes due 2015 at 10.625%, net of discount of $4		496
Senior Notes due 2018 at 7.375%		900
Senior Notes due 2020 at 7.625%		700
Senior Subordinated Notes due 2015 at 10.25%		1,000
Secured accounts receivable facility, effective interest rate of 3.76%		313
Other, primarily acquisition purchase price and capital lease obligations		14
		8,055
Short-term borrowings and current portion of long-term debt		(9	)
Long-term debt	$	8,046

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Senior Secured Credit Facilities

As of December 31, 2010, SunGard’s senior secured credit facilities (“Credit Agreement”) consist of (1) $1.39 billion of U.S. dollar-denominated tranche A term loans and $62 million of pound sterling-denominated tranche A term loans, each maturing on February 28, 2014, (2) $2.41 billion of U.S. dollar-denominated tranche B term loans and $60 million of pound sterling-denominated tranche B term loans, each maturing on February 28, 2016, (3) $479 million of U.S. dollar-denominated incremental term loans maturing on February 28, 2014 and (4) an $829 million revolving credit facility with $580 million of commitments terminating on May 11, 2013, and $249 million of commitments terminating on August 11, 2011. As of December 31, 2010, $796 million was available for borrowing under the revolving credit facility after giving effect to certain outstanding letters of credit.

In December 2010, we sold our PS UK operation for gross proceeds of £88 million ($138 million). Pursuant to our Credit Agreement, we were required to apply the “Net Proceeds,” as defined in the Credit Agreement, to the repayment of outstanding term loans. Accordingly, we repaid $96 million of SunGard’s U.S. dollar-denominated term loans, $3 million of pound sterling-denominated term loans and $2 million of our euro-denominated term loans. In addition, and concurrent with these mandatory prepayments, other available cash was used to voluntarily repay the remaining $164 million balance outstanding on the euro-denominated term loans.

In January 2011, we amended SunGard’s incremental term loan to (a) eliminate the LIBOR and Base Rate floors and (b) reduce the Eurocurrency Rate spread from 3.75% to 3.50% and the Base Rate spread from 2.75% to 2.50%. The loan maturity was not changed.

Senior Notes

On November 1, 2010, SunGard issued $900 million of 7.375% senior notes due in November 2018 and $700 million of 7.625% senior notes due in November 2020. The proceeds, together with other cash, were used to retire our $1.6 billion 9.125% senior notes due 2013.

The senior notes due 2018 and 2020 contain registration rights by which SunGard has agreed to use its reasonable best efforts to register with the U.S. Securities & Exchange Commission notes having substantially identical terms. SunGard will use its reasonable best efforts to cause the exchange offer to be completed or, if required, to have one or more shelf registration statements declared effective, within 360 days after the issue date of the senior notes due 2018 and 2020.

If SunGard fails to meet this target (a “registration default”) with respect to the senior notes due 2018 and 2020, the annual interest rate on the senior notes due 2018 and 2020 will increase by 0.25% for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 1.0% per year over the applicable interest rate. If the registration default is corrected or, if it is not corrected, upon the two year anniversary of the issue date of the senior notes due 2018 and 2020, the applicable interest rate on such senior notes due 2018 and 2020 will revert to the original level.

Receivables Facilities

On September 30, 2010, SunGard entered into an Amended and Restated Credit and Security Agreement related to its receivables facility. Among other things, the amendment (a) increased the borrowing capacity under the facility from $317 million to $350 million, (b) increased the term loan

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component to $200 million from $181 million, (c) extended the maturity date to September 30, 2014, (d) removed the 3% LIBOR floor and set the interest rate to one-month LIBOR plus 3.5%, which at December 31, 2010 was 3.76%, and (e) amended certain other terms. At December 31, 2010, $200 million was drawn against the term loan commitment and $113 million was drawn against the revolving commitment, which represented the full amount available for borrowing based on the terms and conditions of the facility. At December 31, 2010, $680 million of accounts receivable secure the borrowings under the receivables facility.

In March 2009, SunGard entered into a syndicated three-year receivables facility. The facility limit was $317 million, which consisted of a term loan commitment of $181 million and a revolving commitment of $136 million. Advances may be borrowed and repaid under the revolving commitment with no impact on the facility limit. The term loan commitment may be repaid at any time at SunGard’s option, but such repayment will result in a permanent reduction in the facility limit. Under the receivables facility, SunGard was generally required to pay interest on the amount of each advance at the one month LIBOR rate (with a floor of 3%) plus 4.50% per annum. The facility is subject to a fee on the unused portion of 1.00% per annum. The receivables facility contains certain covenants, and SunGard is required to satisfy and maintain specified facility performance ratios, financial ratios and other financial condition tests.

In December 2008, SunGard terminated its off-balance sheet accounts receivable securitization program. Under that accounts receivable facility, eligible receivables were sold to third-party conduits through a wholly owned, bankruptcy remote, special purpose entity that is not consolidated for financial reporting purposes. SunGard serviced the receivables and charged a monthly servicing fee at market rates. The third-party conduits were sponsored by certain lenders under SunGard’s senior secured credit facilities.

Interest Rate Swaps

We use interest rate swap agreements to manage the amount of our floating rate debt in order to reduce our exposure to variable rate interest payments associated with the senior secured credit facilities. We pay a stream of fixed interest payments for the term of the swap, and in turn, receive variable interest payments based on one-month LIBOR or three-month LIBOR (0.26% and 0.30%, respectively, at December 31, 2010). The net receipt or payment from the interest rate swap agreements is included in interest expense. A summary of our interest rate swaps at December 31, 2010 follows:

Inception	Maturity	Notional Amount (in millions)		Interest rate paid			Interest rate received (LIBOR)
February 2006	February 2011	$	800		5.00	%		3-Month
January 2008	February 2011		750		3.17	%		3-Month
January / February 2009	February 2012		1,200		1.78	%		1-Month
February 2010	May 2013		500		1.99	%		3-Month
Total/Weighted average interest rate		$	3,250		2.93	%

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Contractual Obligations

At December 31, 2010, our contractual obligations follow (in millions):

	Total		2011		2012 - 2013		2014 - 2015		2016 and After
Short-term and long-term debt(1)	$	8,055	$	9	$	55	$	4,004	$	3,987
Interest payments(2)		2,704		495		943		763		503
Operating leases		1,365		210		360		276		519
Purchase obligations(3)		300		136		130		34		—
	$	12,424	$	850	$	1,488	$	5,077	$	5,009

(1) The senior notes due 2014 and the senior notes due 2015 are recorded at $238 million and $496 million, respectively, as of December 31, 2010, reflecting the remaining unamortized discount. The $16 million discount at December 31, 2010 will be amortized and included in interest expense over the remaining periods to maturity.

(2) Interest payments consist of interest on both fixed-rate and variable-rate debt. Variable-rate debt consists primarily of the tranche A secured term loan facility ($1.45 billion at 3.29%), the tranche B term loan facility ($2.47 billion at 6.67%), the incremental term loan ($479 million at 6.75%) and the secured accounts receivable facility ($313 million at 3.76%), each as of December 31, 2010. The impact of amending the incremental term loan in January 2011 is to decrease the amount of interest paid in the table above by $10 million in 2011, $29 million in 2012-2013 and $6 million in 2014. See Note 5 to Notes to Consolidated Financial Statements.

(3) Purchase obligations include our estimate of the minimum outstanding obligations under noncancelable commitments to purchase goods or services.

At December 31, 2010, contingent purchase price obligations that depend upon the operating performance of certain acquired businesses were less than $1 million. We also have outstanding letters of credit and bid bonds that total approximately $42 million.

We expect our cash on hand, cash flows from operations, availability under our Credit Agreement and availability under our accounts receivable revolving commitment to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes at least the next 12 months.

Depending on market conditions, SunGard, its Sponsors and their affiliates may from time to time repurchase debt securities issued by SunGard, in privately negotiated or open market transactions, by tender offer or otherwise.

Covenant Compliance

Our senior secured credit facilities and the indentures governing our senior notes due 2015, 2018 and 2020 and our senior subordinated notes due 2015 contain various covenants that limit our ability to engage in specified types of transactions. These covenants limit our ability to, among other things:

• incur additional indebtedness or issue certain preferred shares,

• pay dividends on, repurchase or make distributions in respect of our capital stock or make other restricted payments,

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• make certain investments,

• sell certain assets,

• create liens,

• consolidate, merge, sell or otherwise dispose of all or substantially all of our assets, and

• enter into certain transactions with our affiliates.

In addition, pursuant to the Principal Investor Agreement by and among our Holding Companies and the Sponsors, we are required to obtain approval from certain Sponsors prior to the declaration or payment of any dividend by us or any of our subsidiaries (other than dividends payable to us or any of our wholly owned subsidiaries).

Under the senior secured credit facilities, we are required to satisfy and maintain specified financial ratios and other financial condition tests. As of December 31, 2010, we are in compliance with all financial and nonfinancial covenants. While we believe that we will remain in compliance, our continued ability to meet those financial ratios and tests can be affected by events beyond our control, and there is no assurance that we will continue to meet those ratios and tests.

Adjusted earnings before interest, taxes, depreciation and amortization and goodwill impairment (“EBITDA”) is a non-GAAP measure used to determine our compliance with certain covenants contained in the indentures governing the senior notes due 2015, 2018 and 2020 and senior subordinated notes due 2015 and in our senior secured credit facilities. Adjusted EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the indentures and our senior secured credit facilities. We believe that including supplementary information concerning Adjusted EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants.

The breach of covenants in our senior secured credit facilities that are tied to ratios based on Adjusted EBITDA could result in a default and the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indentures. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Adjusted EBITDA.

Adjusted EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While Adjusted EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Adjusted EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of our ongoing operations. In particular, the definition of Adjusted EBITDA in the indentures allows us to add back certain noncash, extraordinary or unusual charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, our debt instruments require that Adjusted EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.

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The following is a reconciliation of net loss, which is a GAAP measure of our operating results, to Adjusted EBITDA as defined in our debt agreements. The terms and related calculations are defined in the indentures.

	Year ended December 31,
(in millions)	2008			2009			2010
Net loss from continuing operations	$	(92	)	$	(1,122	)	$	(390	)
Interest expense, net		580			630			636
Taxes		51			(74	)		(29	)
Depreciation and amortization		746			817			775
Goodwill impairment charge		—			1,126			237
EBITDA		1,285			1,377			1,229
Purchase accounting adjustments(1)		35			17			13
Non-cash charges(2)		35			36			38
Restructuring and other charges(3)		66			41			50
Acquired EBITDA, net of disposed EBITDA(4)		57			4			7
Pro forma expense savings related to acquisitions(5)		17			4			2
Loss on extinguishment of debt and other(6)		76			5			68
Adjusted EBITDA—Senior Secured Credit Facilities		1,571			1,484			1,407
Loss on sale of receivables(7)		25			—			—
Adjusted EBITDA—Senior Notes due 2015, 2018 and 2020 and Senior Subordinated Notes due 2015	$	1,596		$	1,484		$	1,407

(1) Purchase accounting adjustments include the adjustment of deferred revenue and lease reserves to fair value at the dates of the LBO and subsequent acquisitions made by SunGard and certain acquisition-related compensation expense.

(2) Non-cash charges include stock-based compensation (see Note 9 of Notes to Consolidated Financial Statements) and loss on the sale of assets.

(3) Restructuring and other charges include debt refinancing costs, severance and related payroll taxes, reserves to consolidate certain facilities, settlements with former owners of acquired companies and other expenses associated with acquisitions made by SunGard.

(4) Acquired EBITDA net of disposed EBITDA reflects the EBITDA impact of businesses that were acquired or disposed of during the period as if the acquisition or disposition occurred at the beginning of the period.

(5) Pro forma adjustments represent the full-year impact of savings resulting from post-acquisition integration activities.

(6) Loss on extinguishment of debt and other includes the loss on extinguishment of $1.6 billion of senior notes due in 2013, gains or losses related to fluctuation of foreign currency exchange rates impacting the foreign-denominated debt, management fees paid to the Sponsors, and franchise and similar taxes reported in operating expenses, partially offset by certain charges relating to the off-balance sheet accounts receivable securitization facility (terminated in December 2008).

(7) The loss on sale of receivables under the off-balance sheet accounts receivable securitization facility (terminated in December 2008) is added back in calculating Adjusted EBITDA for purposes of the indentures governing the senior notes due 2015, 2018 and 2020 and the senior subordinated notes due 2015 but is not added back in calculating Adjusted EBITDA for purposes of the senior secured credit facilities.

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Our covenant requirements and actual ratios for the year ended December 31, 2010 are as follows:

	Covenant Requirements		Actual Ratios
Senior secured credit facilities(1)
Minimum Adjusted EBITDA to consolidated interest expense ratio		1.80x		2.43x
Maximum total debt to Adjusted EBITDA		6.25x		4.997x
Senior Notes due 2015, 2018, and 2020 and Senior Subordinated Notes due 2015(2)
Minimum Adjusted EBITDA to fixed charges ratio required to incur additional debt pursuant to ratio provisions		2.00x		2.41x

(1) Our senior secured credit facilities require us to maintain an Adjusted EBITDA to consolidated interest expense ratio starting at a minimum of 1.80x for the four-quarter period ended December 31, 2010 and increasing over time to 1.95x by the end of 2011 and 2.20x by the end of 2013. Consolidated interest expense is defined in the senior secured credit facilities as consolidated cash interest expense less cash interest income further adjusted for certain noncash or nonrecurring interest expense. Beginning with the four-quarter period ending December 31, 2010, we are required to maintain a consolidated total debt to Adjusted EBITDA ratio of 6.25x and decreasing over time to 5.75x by the end of 2011 and to 4.75x by the end of 2013. Consolidated total debt is defined in the senior secured credit facilities as total debt less certain indebtedness and further adjusted for cash and cash equivalents on our balance sheet in excess of $50 million. Failure to satisfy these ratio requirements would constitute a default under the senior secured credit facilities. If our lenders failed to waive any such default, our repayment obligations under the senior secured credit facilities could be accelerated, which would also constitute a default under our indentures.

(2) Our ability to incur additional debt and make certain restricted payments under our indentures, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charges ratio of at least 2.0x, except that we may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as our ability to incur up to an aggregate principal amount of $5.75 billion under credit facilities (inclusive of amounts outstanding under our senior credit facilities from time to time; as of December 31, 2010, we had $4.39 billion outstanding under our term loan facilities and available commitments of $796 million under our revolving credit facility), to acquire persons engaged in a similar business that become restricted subsidiaries and to make other investments equal to 6% of our consolidated assets. Fixed charges is defined in the indentures governing the Senior Notes due 2015, 2018 and 2020 and the Senior Subordinated Notes due 2015 as consolidated interest expense less interest income, adjusted for acquisitions, and further adjusted for noncash interest.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

We do not use derivative financial instruments for trading or speculative purposes. We have invested our available cash in short-term, highly liquid financial instruments, substantially all having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

At December 31, 2010, we had total debt of $8.06 billion, including $4.71 billion of variable rate debt. We entered into interest rate swap agreements which fixed the interest rates for $3.25 billion of

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our variable rate debt. Swap agreements expiring in February 2011 have notional values of $800 million and $750 million and effectively fix the variable portion of our interest rates at 5.00% and 3.17%, respectively. Swap agreements expiring in February 2012 have a notional value of $1.2 billion and effectively fix the variable portion of our interest rates at 1.78%. Swap agreements expiring in May 2013 have a notional value of $500 million and effectively fix the variable portion of our interest rates at 1.99%. Our remaining variable rate debt of $1.46 billion is subject to changes in underlying interest rates, and, accordingly, our interest payments will fluctuate. During the period when all of our interest rate swap agreements are effective, a 1% change in interest rates would result in a change in interest of approximately $15 million per year. Upon the expiration of each interest rate swap agreement in February 2011 and 2012 and May 2013, a 1% change in interest rates would result in a change in interest of approximately $30 million, $42 million and $47 million per year, respectively. See Note 5 to Consolidated Financial Statements.

During 2010, approximately 31% of our revenue was from customers outside the United States with approximately 67% of this revenue coming from customers located in the United Kingdom and Continental Europe. Only a portion of the revenue from customers outside the United States is denominated in other currencies, the majority being pounds sterling and euros. Revenue and expenses of our foreign operations are generally denominated in their respective local currencies. We continue to monitor our exposure to currency exchange rates.

We enter into currency hedging transactions from time to time to mitigate certain currency exposures.

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