As filed with the Securities and Exchange Commission on June 26, 2009

File Nos. 000-53653 and 000-53654

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10/A

Amendment No. 1

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934

SunGard^® Capital Corp.

SunGard^® Capital Corp. II

(Exact Names of Registrants as Specified in their Charters)

Delaware	20-3059890
Delaware	20-3060101
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Nos.)

680 East Swedesford Road

Wayne, Pennsylvania 19087

484-582-2000

(Address, Including Zip Code, and Telephone Number, Including

Area Code, of Registrants’ Principal Executive Offices)

With copies to:

Victoria E. Silbey, Esq.	Julie H. Jones, Esq.
Senior Vice President–Legal and General Counsel	Ropes & Gray LLP
SunGard Data Systems Inc.	One International Place
680 East Swedesford Road	Boston, Massachusetts 02110
Wayne, Pennsylvania 19087	Telephone: 617-951-7000
Telephone: 484-582-2000	Fax: (617) 951-7050

Securities registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act: Restricted Stock Units Granting Conditional Rights to Units Consisting of Class A Common Stock of SunGard Capital Corp., par value $0.001 per share, Class L Common Stock of SunGard Capital Corp., par value $0.001 per share, and Preferred Stock of SunGard Capital Corp. II.

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

SunGard Capital Corp.	Large accelerated filer  ¨. Non-accelerated filer  x.	Accelerated filer  ¨. Smaller reporting company  ¨.
SunGard Capital Corp. II	Large accelerated filer  ¨. Non-accelerated filer  x.	Accelerated filer  ¨. Smaller reporting company  ¨.

Forward-Looking Statements

Certain of the matters we discuss in this registration statement on Form 10 may constitute forward-looking statements. You can identify forward-looking statements because they contain words such as “believes,” “expects,” “may,” “will,” “should,” “seeks,” “approximately,” “intends,” “plans,” “estimates,” or “anticipates” or similar expressions which concern our strategy, plans or intentions. All statements we make relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and financial results are forward-looking statements. In addition, we, through our senior management, from time to time make forward-looking public statements concerning our expected future operations and performance and other developments. All of these forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, our actual results may differ materially from those we expected. We derive most of our forward-looking statements from our operating budgets and forecasts, which are based upon many detailed assumptions. While we believe that our assumptions are reasonable, we caution that it is very difficult to predict the impact of known factors, and, of course, it is impossible for us to anticipate all factors that could affect our actual results. We describe some of the factors that we believe could affect our results in ITEM 1A—RISK FACTORS. Such factors include, among others:

• our high degree of leverage;

• general economic and market conditions;

• the condition of the financial services industry, including the effect of any further consolidation among financial services firms;

• the integration of acquired businesses, the performance of acquired businesses, and the prospects for future acquisitions;

• the effect of war, terrorism, natural disasters or other catastrophic events;

• the effect of disruptions to our systems and infrastructure;

• the timing and magnitude of software sales;

• the timing and scope of technological advances;

• customers taking their information availability solutions in-house;

• the trend in information availability toward solutions utilizing more dedicated resources;

• the market and credit risks associated with clearing broker operations;

• the ability to retain and attract customers and key personnel;

• risks relating to the foreign countries where we transact business;

• the ability to obtain patent protection and avoid patent-related liabilities in the context of a rapidly developing legal framework for software and business-method patents; and

• a material weakness in our internal controls.

There may be other factors not presently known to us or which we currently consider to be immaterial that may cause our actual results to differ materially from the forward-looking statements.

All forward-looking statements and projections attributable to us or persons acting on our behalf apply only as of the date of this registration statement and are expressly qualified in their entirety by the cautionary statements included in this registration statement. We undertake no obligation to publicly update or revise any written or oral forward-looking statements, made by us or on our behalf including any of the projections presented herein, to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

EXPLANATORY NOTE

SunGard Capital Corp. (“SCC”) and its subsidiary SunGard Capital Corp. II (“SCCII” and when referred to together with SCC, the “Parent Companies”) are filing this registration statement on Form 10 pursuant to Section 12(g) of the Securities Exchange Act of 1934 (“Exchange Act”) because there are more than 500 holders of restricted stock units (“RSUs”) granting the conditional right to receive units (“Units”) consisting of 1.3 shares of Class A common stock of SCC, par value $0.001 per share, 0.1444 shares of Class L common stock of SCC, par value $0.001 per share, and 0.05 shares of preferred stock of SCCII (the “Shares” and when referred to together with RSUs, “Equity Securities”). The Equity Securities are subject to significant restrictions on transfer as described herein. See “Description of Registrants’ Securities to be Registered.” Because of such restrictions, there is no market for the Equity Securities and none is expected to develop.

ITEM 1. BUSINESS

Registrants

This registration statement is that of SCC and its subsidiary SCCII. Currently, the principal asset of SCC is 100% of the common stock of SCCII, whose principal asset is the equity of its wholly owned subsidiary SunGard Holding Corp., whose principal asset is the equity of its wholly owned subsidiary SunGard Holdco LLC, whose principal asset is the equity of its wholly owned subsidiary SunGard Data Systems Inc. (“SunGard”), a Delaware company organized in 1982, which is an operating company. SunGard was acquired on August 11, 2005 by a consortium of private equity investment funds (“Sponsors”) associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (the “Transaction”). The Parent Companies, together with their consolidated subsidiaries, are referred to as the “Company,” “we,” “us” or “our.”

We are one of the world’s leading software and IT services companies. We provide software and processing solutions to institutions throughout the financial services industry, higher education and the public sector. We also provide disaster recovery services, managed services, information availability consulting services and business continuity management software. We operate our business in four segments:

Financial Systems (“FS”)—serves financial services companies, corporate and government treasury departments and energy companies;

Higher Education (“HE”)—serves higher education institutions;

Public Sector (“PS”)—serves state and local governments, public safety and justice agencies, and not-for-profit organizations; and

Availability Services (“AS”)—serves IT-dependent companies across virtually all industries.

We serve more than 25,000 customers in more than 70 countries, including the world’s 25 largest financial services companies. We seek to establish long-term customer relationships by negotiating multi-year contracts and by emphasizing customer support and product quality and integration. 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 platforms. Our revenue is highly diversified by customer and product, with no single customer accounting for more than 8% of our total revenue during any of the past three fiscal years. We estimate that approximately 90% of our revenue for the past three fiscal years was recurring in nature.

Our Strengths

Leading franchise in attractive industries. Built over many years, our business has leading positions and strong customer relationships in industries with attractive growth dynamics.

• Leading industry positions. We believe that the majority of businesses within our FS segment are leaders in the sectors in which they participate within the highly fragmented global market for financial services IT software and services. We believe that HE and PS are both leading providers of software and services to higher education institutions and the public sector, respectively. AS is the pioneer and leading provider in the availability services industry.

• Attractive industry dynamics. While the current economic crisis has presented some challenges in the near term, we believe that, over the long term, the sectors in which we participate will continue to have favorable growth dynamics. We believe that FS will benefit from several key industry dynamics: the shift from internal to external IT spending, the shift from infrastructure to application software spending, and the general increase in IT spending associated with rising compliance and regulatory requirements and real-time information needs. We anticipate that HE and PS will benefit from favorable growth dynamics in higher education and public justice and safety IT spending. We believe that AS will continue to benefit from favorable organic growth in the small and medium business sector. We believe that our strong relationships with our customers in the relatively fragmented software and processing sectors that we serve and our extensive experience and the significant total capital that we have invested in AS help us to maintain leading positions. We believe that these factors provide us with competitive advantages and enhance our growth potential.

Highly attractive business model. Our portfolio of businesses has substantial recurring revenue, a diversified customer base and significant operating cash flow generation.

• Extensive portfolio of businesses with substantial recurring revenue. With a large portfolio of services and products in each of our four business segments, we have a diversified and stable business. We estimate that approximately 90% of our revenue for the past three fiscal years was recurring in nature. Because our FS customers generally pay us monthly fees that are based on metrics such as number of accounts, trades or transactions, users or number of hours of service, we believe that our FS revenue is more insulated from trading and transaction volumes than the financial services industry at large. Our portfolio of businesses and the largely recurring nature of our revenue across all four of our segments have reduced volatility in our revenue and income from operations.

• Diversified and stable customer base. Our base of more than 25,000 customers includes the world’s 25 largest financial services firms, a variety of other financial services firms, corporate and government treasury departments, energy companies, higher education institutions, school districts, local governments and not-for-profit organizations. Our AS business serves customers across virtually all industries. We believe that our specialized solutions and services help our customers improve operational efficiency, capture growth opportunities and respond to regulatory requirements, which results in long-term customer relationships. Our customer base is highly diversified with no single customer accounting for more than 8% of total revenue during any of the last three fiscal years.

• Significant operating cash flow generation. The combination of moderate capital expenditures and minimal working capital requirements allows us to convert a significant proportion of our revenue to cash available for debt service.

Experienced and committed management team with track record of success. Our management team fosters an entrepreneurial culture, has a long track record of operational excellence, has a proven ability to acquire and integrate complementary businesses, and is highly committed to our Company’s long-term success.

• Long track record of operational excellence. We have a solid track record of performance consistent with internal financial targets. Our experienced senior executive officers have proven capabilities in both running a global business and managing numerous applications that are important to our customers. Our FS solutions account for and manage over $25 trillion in investment assets and process over 5 million transactions per day. In our HE business, 1,600 organizations including colleges, universities, campuses, foundations and state systems rely on SunGard Higher Education. Our PS products are used by agencies that serve more than 140 million citizens in North America and 40 million citizens in the UK. Our AS business has had a 100% success rate in supporting customer recoveries since our inception.

• Successful, disciplined acquisition program. To complement our organic growth, we have a highly disciplined due diligence program to evaluate, execute and integrate acquisitions. We have completed 170 acquisitions and overall have improved the operating performance of acquired businesses. Our ongoing acquisition program has contributed significantly to our long-term growth and success.

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• Experienced and committed management team. Our executive officers have on average more than 15 years of industry experience. Our senior managers have committed significant personal capital to our Company in connection with the Transaction.

Business Strategy

We are focused on expanding our position not only as a leading provider of integrated software and processing solutions, but also as the provider of choice for a wide range of availability services for IT-dependent companies. Our operating and financial strategy emphasizes fiscal discipline, profitable revenue growth and significant operating cash flow generation. In pursuit of these objectives, we have implemented the following strategies:

Expand our industry-leading franchise. We are constantly enhancing our product and service offerings across our portfolio of businesses, further building and leveraging our customer relationships, and looking to acquire complementary businesses at attractive valuations.

• Enhance our product and service offerings. We continually support, upgrade and enhance our systems to incorporate new technology and meet the needs of our customers for increased operational efficiency and resilience. Our strong base of recurring revenue allows us to consistently reinvest in our products and services. We continue to introduce innovative products and services in all four of our business segments. We believe that our focus on product enhancement and innovation will help us to increase our penetration of existing and new customers.

• Extend our strong customer relationships. We focus on developing trusted, well-managed, long-term relationships with our customers. We look to maximize cross-selling opportunities, increase our share of our customers’ total IT spending and maintain a high level of customer satisfaction. Our global account management program allows us to present a single face to our larger FS customers as well as better target potential cross-selling opportunities.

• Acquire and integrate complementary businesses. We seek opportunistically to acquire, at attractive valuations, businesses that broaden our existing product and service offerings, expand our customer base and strengthen our leadership positions, especially within the fragmented FS, HE and PS markets. Before committing to an acquisition, we devote significant resources to due diligence and to developing a post-acquisition integration plan, including the identification and quantification of potential cost savings and synergies. Our ongoing acquisition program has contributed significantly to our long-term growth and success.

Optimize our attractive business model. We continue to focus on maintaining our attractive business model and, in particular, increasing our recurring revenue base and implementing incremental operational improvements.

• Increase our recurring revenue base. We strive to generate a high level of recurring revenue and stable cash flow from operations. We prefer to charge customers monthly subscription fees under multi-year contracts, and we continue to prefer such contracts because they offer high levels of revenue stability and visibility. Moreover, we believe that our high quality services and customized solutions help increase the level of integration and efficiency for our customers and reduce customer defections to other vendors or to in-house solutions.

• Implement incremental operational improvements. We have identified opportunities to further increase revenue, reduce costs and improve cash flow from operations. These include the global account management program within FS, which stimulates cross-selling opportunities and account penetration for our largest customers; centralization of certain product management functions and expansion of certain software development capacity in lower-cost regions; the selective integration of certain FS, HE and PS business units and back-office operations; and the increased focus on generating revenue from ancillary services such as customer training and education as well as consulting.

Enhance our performance-based culture. We have an experienced management team that is focused on enhancing our performance-based culture. We continue to evaluate and implement programs to improve our current management structure through competitive compensation plans and continue to implement methods to effectively retain key individuals at acquired businesses. Our compensation program, consistent with past practices, is highly performance-based.

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Business Segment Overview

Our Segments

		Software & Processing
		Financial Systems		Higher Education		Public Sector		Availability Services
Revenue for the Year Ended December 31, 2008	•	$3.1 billion	•	$540 million	•	$411 million	•	$1.6 billion
Product and Service Offerings	•	Specialized software and processing solutions that automate the business processes associated with trading securities, managing portfolios and accounting for investment assets, consulting services, and IT management services	•	Specialized software and enterprise resource planning solutions, professional services, consulting services and IT management services to address the administrative, academic and community needs of higher education institutions	•	Specialized software and enterprise resource planning and administrative solutions, public safety and justice solutions, K-12 student information solutions, consulting services and IT management services	•	Portfolio of standby recovery services, advanced recovery and managed services, consulting services and software that help companies maintain uninterrupted access to their mission-critical IT systems
Number of Customers	•	14,000	•	1,600	•	2,000	•	10,000
Primary Customers	• • •	Financial services companies Corporate and government treasury departments Energy companies	•	Higher education organizations around the world, including colleges, universities, campuses, foundations and state systems	• • • •	School districts Federal, state and local governments Public safety and justice agencies Not-for-profit organizations	•	Large, medium and small companies across virtually all industries, primarily in North America and Europe

Financial Systems

FS provides mission-critical software and IT services to institutions in virtually every segment of the financial services industry. The primary purpose of these systems is to automate the many detailed processes associated with trading, managing investment portfolios and accounting for investment assets. These solutions address the processing requirements of a broad range of users within financial services, including asset managers, traders, custodians, compliance officers, treasurers, insurers, risk managers, hedge fund managers, plan administrators and clearing agents. In addition, we also provide professional services that focus on application implementation and integration of these solutions and on custom software development. Since our inception, we have consistently enhanced our FS solutions to add new features, process new types of financial instruments, meet new regulatory requirements, incorporate new technologies and meet evolving customer demands.

We deliver many of our FS solutions as an application service provider, primarily from our data centers located in North America and Europe that customers access through the Internet or virtual private networks. We also deliver some of our FS solutions by licensing the software to customers for use on their own computers.

Our FS businesses are grouped internally into two divisions. The main distinction between the two divisions is that one division serves customers whose business is primarily in North America while the other division serves customers whose business is primarily international. The grouping of FS businesses in two divisions also takes into account the balance of management workload.

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Americas Division: The Americas division includes our Brokerage & Clearance, Corporations, Insurance, Trading and Wealth Management businesses as well as our US-based Consulting Services. It offers software solutions and strategic IT consulting to a broad range of users, including insurers and reinsurers, traders, custodians, plan administrators and compliance officers. These solutions help automate and manage the trading and processing requirements of banks, broker/dealers, insurance companies, pension companies, fiduciary trusts and other financial services firms primarily in North America.

International Division: The International division includes our Alternative Investments, Banks, Capital Markets & Investment Banking, Global Trading and Institutional Asset Management businesses, as well as our European-based Consulting Services. It also includes our FS international distribution organization which conducts business with customers in China, Japan, and the rest of Asia-Pacific, Central and Eastern Europe, Africa and the Middle East. The International division offers software solutions and strategic IT consulting to a broad range of users including asset managers, fund administrators, traders, compliance officers, market makers, chief financial officers and treasurers. These solutions help connect every stage of the investment lifecycle, from portfolio analysis to regulatory compliance to investor accounting and reporting. They also help mitigate risk and deliver straight-through processing.

Our FS businesses in the Americas and International divisions are organized in the following customer-facing business areas:

Alternative Investments: We offer solutions specifically designed for firms specializing in alternative investments. These solutions support multiple asset classes and their derivatives, including equities, currency exchange rates, interest rates, credit, commodities, and convertibles. Solutions include strategy-specific applications for convertible and capital structure arbitrage, global repurchase agreements, stock finance, and listed options trading. Our enterprise-wide, straight-through processing solutions meet the trading, risk management, and investor and portfolio accounting requirements of single- and multi-strategy institutions.

Banks: We provide an integrated solution suite for asset/liability management, budgeting and planning, regulatory compliance, and profitability. Our products also manage all aspects of universal banking including back-office transaction processing, front-office multi-channel delivery, card management and payments.

Corporations: Our solutions provide chief financial officers and treasurers with the ability to monitor cash flow in real time and with increased operational controls on treasury, receivables and payments functions. An end-to-end collaborative financial management framework gives CFOs and treasurers tools to help drive maximum value from working capital and reduce risk.

Brokerage & Clearance: We are a leading provider of solutions for the global processing of securities and derivatives. These solutions support trade processing, clearing, and accounting, helping brokerage and clearing firms streamline operations and control risk and cost. Our solutions provide centralized transactional databases, support cross-asset business functions, and offer consolidated views of accounts and risk management. These solutions help firms gain front-to-back operational efficiencies and realize advantages of scale, supporting business growth.

Capital Markets & Investment Banking: Our solutions support cross-asset trading and straight-through processing of derivative instruments, helping investment banks to manage global trading books in multiple asset classes. These solutions also support securities lending and borrowing, repurchase agreements, and related transactions. We also offer solutions for the enterprise-wide management of market, credit, interest rate and liquidity risk. In addition, we provide a framework for helping banks to manage operational risk and compliance requirements.

Institutional Asset Management: We provide asset managers with comprehensive, integrated solutions to support their global investment operations. These solutions help connect every stage of the investment lifecycle, from portfolio analysis and electronic trading connectivity to regulatory compliance and investment accounting and reporting. We also provide systems for trading, pre- and post-trade compliance measurement, risk management, performance measurement and attribution, and data management.

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Insurance: We provide IT solutions for the insurance industry in each of the following major business lines: life/health/annuities/pensions, property and casualty, reinsurance and asset management. Our software and services support functions from the front-office through the back-office—from customer service and policy administration to actuarial calculations, financial and investment accounting, and reporting.

Trading: We provide traders of U.S. equities, commodities and listed options with Web-based, electronic trading platforms for trade order management, direct market access and risk and compliance management. Our cross-asset solutions automate the transaction lifecycle, providing network connectivity and straight-through processing from pre- to post-trade. Our data analysis tools help improve the speed and ease of optimizing portfolios, assessing risk exposure and identifying market opportunities. Our energy solutions help financial services institutions, industrial and energy companies to efficiently compete in global energy markets by streamlining and integrating the trading, risk management and operations of physical commodities and their associated financial instruments.

Global Trading: Through the acquisition of GL TRADE S.A. in October 2008, we provide multi-asset, front- to back-office trading solutions for equities, fixed income, derivatives, FX and commodities on exchanges worldwide. These solutions support full lifecycle trading and trade processing activities including information services, market connectivity and order management that help improve trade efficiency and risk monitoring.

Wealth Management: Our wealth management solutions help investment advisors, trust bank managers and wealth managers grow their businesses by helping support the needs of their mass affluent and high-net worth clients. We provide solutions for financial planning, asset allocation, surveillance and suitability, new account opening, portfolio management, unified managed account programs, trade execution, asset management, custody and trust accounting. Our compliance and data management solutions help compliance officers mitigate risk and improve efficiencies through centralized data infrastructures, automated trade supervision and code-of-ethics monitoring. We also serve organizations that administer defined-contribution and defined-benefit retirement plans. Our retirement plan recordkeeping systems support many plan types and fulfill functions ranging from processing of contributions and payments to tax reporting and trade management.

Higher Education

In HE, we provide software, strategic and systems integration consulting, and technology management services to colleges and universities. Our HE solutions help institutions worldwide strengthen institutional performance by improving constituent services, increasing accountability and enhancing the education experience. Our Unified Digital Campus Solutions unite people, processes and technology in an environment that addresses the needs of higher education institutions and the people they serve with specific components tailored to the unique needs of each institution. HE solutions include administration and enterprise resource planning, advancement, IT management and outsourcing, portal and communication tools, performance management, enrollment management, academic performance and strategic planning.

Public Sector

In PS, we provide software and processing solutions designed to meet the specialized needs of local, state, federal and central governments, public safety and justice agencies, public schools, utilities, non-profits, and other public sector institutions. Our systems and services help institutions improve the efficiency of their operations and utilize the Web and wireless technologies in serving their constituents. Our PS products support a range of specialized enterprise resource planning and administrative solutions for functions such as accounting, human resources, payroll, utility billing, land management, public safety and criminal justice, and grant and project management.

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Availability Services

In AS, we help our customers improve the uptime and resilience of their information and computer systems by providing them with cost-effective IT infrastructure and services to help them keep their mission-critical business systems reliable and secure. Since we pioneered commercial disaster recovery in the 1970s, we believe that our specialization in information availability solutions, together with our experience, technology expertise, resource management capabilities, vendor neutrality and diverse service offerings, have uniquely positioned us to meet customers’ varied needs in an environment where businesses are critically dependent on availability of IT. Over three decades, we have developed a comprehensive portfolio of business continuity and information availability services that extend from always ready standby services to advanced recovery services and always on production and managed services. We also provide business continuity management software and consulting services to help our customers design, implement and maintain plans to protect their central business systems. To serve our 10,000 AS customers, we utilize 4,000,000 square feet of operations space at over 60 locations in nine countries and a global network of approximately 25,000 miles. Since our inception, we have had a 100% success rate helping our customers recover from unplanned interruptions resulting from major disasters including the Gulf Coast hurricanes in 2008, widespread flooding in the U.K. in 2007, hurricane Katrina and Gulf Coast hurricanes in 2005, Florida hurricanes in 2004, the Northeast U.S. blackout in 2003 and the terrorist attacks of September 11, 2001.

We provide the following four categories of services: recovery services, managed services, consulting services and business continuity management software. They can be purchased independently or collectively, depending on the level of information availability required by customers as well as their other business continuity and IT infrastructure services needs. Although recovery services remain our principal revenue generating services, managed services, consulting and business continuity management software increasingly accounts for a greater percentage of our new sales. Because these services are often unique to individual customers and utilize a greater proportion of dedicated vs. shared resources, they typically require modestly more capital expenditures and command a somewhat lower operating margin rate than recovery services. The combination of all of these services provides our customers with a total, end-to-end business continuity solution.

Recovery Services: AS helps customers maintain access to the information and computer systems they need to run their businesses by providing cost-effective solutions to keep IT systems operational and secure in the event of an unplanned business disruption. These business disruptions can range from man-made events (e.g. power outages, telecommunications disruptions and acts of terrorism) to natural disasters (e.g. floods, hurricanes and earthquakes). AS offers a complete range of recovery services, depending on the length of time deemed acceptable by customers for IT systems outage – ranging from minutes (for mission-critical applications) to several hours or several days (for non-mission-critical applications). We deliver these services using processors, servers, storage devices, networks and other resources and infrastructure that are subscribed to by multiple customers, which results in economies of scale for us and cost-effectiveness for our customers. These shared services range from basic standby disaster recovery services to blended services labeled as “advanced recovery” or “high availability” solutions that combine the basic standby services with dedicated workgroup recovery and data storage resources that allow customers to continuously replicate data to one of our sites, helping customers to minimize data loss and reduce recovery times.

Managed Services: AS increasingly provides IT infrastructure and production services that customers use to run their businesses on a day-to-day basis. These services range from co-located IT infrastructure (e.g., where AS provides data center space, power, cooling and network connectivity) to fully-managed infrastructure services (e.g., where AS fully manages the daily operation of a customer’s IT infrastructure). Managed services typically require more dedicated processors, servers, storage devices, networks and other resources, which are either obtained by the customer or provided by us for the customer’s exclusive use. Managed services are designed in a flexible manner allowing customers to choose the services they need from a menu of options. Therefore, the combination of selected managed services is unique to each customer, with solutions crafted to meet that customer’s specific needs. Managed services help customers augment their IT resources and skills without having to hire full-time internal IT staff.

Consulting and Professional Services: AS offers consulting services to help customers solve critical business continuity and IT infrastructure problems including business continuity, data storage and management, information security, and numerous categories of IT infrastructure operations. In addition, we also provide professional services that help customers design, implement and maintain other services provided by AS.

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Business Continuity Management Software: AS offers software solutions that help customers operate a comprehensive and professional business continuity plan across their enterprise. AS software solutions include business risk assessment, business continuity plan development, emergency notification in the event of a business disruption and virtual command center functionality. These solutions help enable ongoing business operations and management when business teams cannot be physically together because of an unplanned business disruption.

Acquisitions

To complement organic growth, we have a highly disciplined due diligence program to evaluate, execute and integrate acquisitions. Generally, we seek to acquire businesses that broaden our existing product lines and service offerings by adding complementary products and service offerings and by expanding our geographic reach. During 2008, we spent approximately $721 million in cash to acquire six businesses.

The following table lists the businesses we acquired in 2008:

Acquired Company/Business	Date Acquired	Description
Advanced Portfolio Technologies, Inc.	02/29/08	Portfolio optimization and risk management software.
Corporate Payments Division of Payformance Corporation	02/29/08	Integrated electronic and outsourced payment solutions.
Strohl Systems Group, Inc.	05/21/08	Business continuity planning software.
Delphi Technologies Ltd.	07/01/08	Consulting and IT professional services to banks and insurance companies in Ireland.
GL TRADE SA	10/01/08	Global provider of multi-asset front to back solutions, connectivity and information services.
Assets of a disaster recovery business based in Paris, France	10/07/08	Disaster recovery business based in Paris, France.

Product Development

We continually support, upgrade and enhance our systems and develop new products to meet the needs of our customers for operational efficiency and resilience and to leverage advances in technology. FS is transforming some of the key functionality of its core systems into components to form a new software development and on-demand delivery environment called Infinity. Infinity enables financial institutions to develop and deploy custom applications, integrating SunGard components with their own proprietary or third party components. Infinity uses SunGard’s Common Services Architecture (CSA), a service-oriented architecture (SOA) development framework, offering business process management (BPM) and a virtualized, software-as-a-service (SaaS) infrastructure.

Our expenditures for software development during the years ended December 31, 2006, 2007 and 2008, including amounts that were capitalized, totaled approximately $276 million, $297 million and $325 million, respectively. These amounts do not include routine software support costs that are included in cost of sales, nor do they include costs incurred in performing certain customer-funded development projects in the ordinary course of business.

Marketing

Most of our FS solutions are marketed throughout North America and Western Europe and many are marketed world wide, including Asia-Pacific, Central and Eastern Europe, the Middle East and Africa, with the principal focus being on selling additional products and services to existing customers. Our AS, HE and PS solutions are marketed primarily in North America and Europe, with a focus on both new accounts and existing accounts. Our revenue from sales outside the United States during the years ended December 31, 2006, 2007 and 2008 totaled approximately $1.23 billion, $1.48 billion and $1.64 billion, respectively.

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Competition

Since most of our computer services and software solutions are specialized and technical in nature, most of the market niches in which we compete have a relatively small number of significant competitors. Some of our existing competitors and some potential competitors have substantially greater financial, technological and marketing resources than we have (see ITEM 1A—RISK FACTORS).

Financial Systems. In our FS business, we compete with numerous other data processing and software vendors that may be broadly categorized into two groups. The first group is comprised of specialized financial systems companies that are much smaller than us. The second group is comprised of large computer services companies whose principal businesses are not in the financial systems area, some of which are also active acquirors. We also face competition from the internal processing and IT departments of our customers and prospects. The key competitive factors in marketing financial systems are the accuracy and timeliness of processed information provided to customers, features and adaptability of the software, level and quality of customer support, degree of responsiveness, level of software development expertise, total cost of ownership and return on investment. We believe that we compete effectively with respect to each of these factors and that our leadership, reputation and experience in this business are important competitive advantages.

Higher Education and Public Sector. In our HE and PS businesses, we compete with a variety of other vendors depending upon customer characteristics such as size, type, location, computing environment and functional requirements. For example, there may be different competitors for different sizes or types of educational institutions or government agencies, or in different states or geographic regions. Competitors in this business range from larger providers of generic enterprise resource planning systems to smaller providers of specialized applications and technologies. We also compete with outsourcers and systems integrators, as well as the internal processing and information technology departments of our customers and prospective customers. The key competitive factors in marketing higher education and public sector systems are the accuracy and timeliness of processed information provided to customers, features and adaptability of the software, level and quality of customer support, degree of responsiveness, level of software development expertise and overall net cost. We believe that we compete effectively as to each of these factors and that our leadership, reputation and experience in these businesses are important competitive advantages.

Availability Services. In our AS business, our greatest source of competition for recovery and advanced recovery services is in-house dedicated solutions, which are solutions that our customers or prospective customers develop and maintain internally instead of purchasing from a vendor such as us. Historically, our single largest commercial competitor in the AS business for recovery and advanced recovery services has been IBM Corporation, which we believe is the only company other than ours that currently provides the full continuum of availability services. We also face competition from specialized vendors, including hardware manufacturers, data-replication and virtualization software companies, outsourcers, managed hosting companies, IT services companies and telecommunications companies. Competition among managed or data center service providers is fragmented with various competitor types, such as major telecommunication providers, carrier neutral managed services providers, real estate investment trusts , IT outsourcers and regional colocation providers. We believe that we compete effectively with respect to the key competitive dimensions in information availability, namely economies of scale, quality of infrastructure, scope and quality of services, including breadth of hardware platforms and network capacity, level and quality of customer support, level of technical expertise, vendor neutrality and price. We also believe that our experience and reputation as an innovator in information availability solutions, our proven track record, our financial stability and our ability to provide the entire portfolio of availability services as a single vendor solution are important competitive advantages.

Employees

On March 31, 2009, we had approximately 20,000 employees. We believe that our success depends partly on our continuing ability to retain and attract skilled technical, sales and management personnel. While skilled personnel are in high demand and competition exists for their talents, we believe that we have been able to retain and attract highly qualified personnel (see ITEM 1A—RISK FACTORS). We believe that our employee relations are excellent.

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Proprietary Protection

We own registered marks for the SUNGARD name and own or have applied for trademark registrations for many of our services and software products.

To protect our proprietary services and software, we rely upon a combination of copyright, patent, trademark and trade secret law, confidentiality restrictions in contracts with employees, customers and others, software security measures, and registered copyrights and patents. We also have established policies requiring our personnel and representatives to maintain the confidentiality of our proprietary property. We have a few registrations of our copyrights and a number of patents and patent applications pending. We will continue to apply for software and business method patents on a case-by-case basis and will continue to monitor ongoing developments in the evolving software and business method patent field (see ITEM 1A—RISK FACTORS).

Sustainable Development

We have a strong commitment to sustainability. The customers, communities and environment we do business with and in are increasingly influenced by sustainability issues. Our employees identify strongly with global issues such as climate change, and most of our businesses already have established practices for recycling, conservation and disposal of hazardous materials. We believe in accountability, doing business ethically and doing the right thing. During 2008, we adopted a company-wide sustainability policy and supplier code of conduct, began a process to measure our carbon footprint and continued our employee engagement and communications programs. We also continued our partnerships with the World Business Council on Sustainable Development, The Green Grid and the Corporate Eco-Forum as part of our objective to work with companies across industries to implement best practices. We remain dedicated to establishing a corporate culture of sustainable development to help ensure that SunGard can continue to take pride in what we do and the way we do it.

ITEM 1A. RISK FACTORS

Risks Related to SunGard’s Indebtedness

SunGard’s substantial leverage could adversely affect our ability to raise additional capital to fund our operations, limit our ability to react to changes in the economy or our industry, expose us to interest rate risk to the extent of our variable rate debt and prevent us from meeting our debt obligations.

As a result of being acquired on August 11, 2005 by the Sponsors, SunGard is highly leveraged and its debt service requirements are significant. At March 31, 2009, SunGard’s total indebtedness was $8.56 billion, and it had $755 million available for borrowing under its revolving credit facility, after giving effect to certain outstanding letters of credit. At March 31, 2009, the Parent Companies did not have any outstanding indebtedness.

SunGard’s high degree of leverage could have important consequences, including:

• making it more difficult for SunGard to make payments on its debt obligations;

• increasing our vulnerability to general economic and industry conditions;

• requiring a substantial portion of cash flow from operations to be dedicated to the payment of principal and interest on SunGard’s indebtedness, therefore reducing our ability to use our cash flow to fund our operations, capital expenditures and future business opportunities;

• exposing us to the risk of increased interest rates as certain of SunGard’s borrowings, including borrowings under its senior secured credit facilities, are at variable rates of interest;

• restricting us from making acquisitions or causing us to make non-strategic divestitures;

• limiting our ability to obtain additional financing for working capital, capital expenditures, product development, debt service requirements, acquisitions and general corporate or other purposes; and

• limiting our ability to adjust to changing market conditions and placing us at a competitive disadvantage compared to our competitors who are less highly leveraged.

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We and our subsidiaries may be able to incur substantial additional indebtedness in the future, subject to the restrictions contained in SunGard’s senior secured credit facilities and the indentures relating to SunGard’s senior notes due 2013 and 2015 and senior subordinated notes due 2015. If new indebtedness is added to our current debt levels, the related risks that we now face could intensify.

SunGard’s debt agreements contain restrictions that limit our flexibility in operating our business.

SunGard’s senior secured credit agreement and the indentures governing SunGard’s senior notes due 2013 and 2015 and senior subordinated notes due 2015 contain various covenants that limit its ability to engage in specified types of transactions. These covenants limit SunGard’s 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;

• make certain investments;

• sell certain assets;

• create liens;

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

• enter into certain transactions with its affiliates.

In addition, under the senior secured credit agreement, SunGard is required to satisfy and maintain specified financial ratios and other financial condition tests. SunGard’s ability to meet those financial ratios and tests can be affected by events beyond its control, and it may not be able to meet those ratios and tests. A breach of any of these covenants could result in a default under the senior secured credit agreement. Upon an event of default under the senior secured credit agreement, the lenders could elect to declare all amounts outstanding to be immediately due and payable and terminate all commitments to extend further credit.

If SunGard were unable to repay those amounts, the lenders under the senior secured credit agreement could proceed against the collateral granted to them to secure that indebtedness. SunGard has pledged a significant portion of its assets as collateral under the senior secured credit agreement and the senior notes due 2014, to the extent required by the indenture governing these notes. If the lenders under the senior secured credit agreement accelerate the repayment of borrowings, SunGard may not have sufficient assets to repay the senior secured credit facilities and the senior notes, as well as its unsecured indebtedness.

Provisions of SunGard’s credit agreements could discourage an acquisition of us by a third party.

Certain provisions of SunGard’s credit agreements could make it more difficult or more expensive for a third party to acquire us. Upon the occurrence of certain transactions constituting a change of control, all indebtedness under SunGard’s credit agreements may be accelerated and become due.

Risks Related to Our Business

Our business depends largely on the economy and financial markets, and a slowdown or downturn in the economy or financial markets could adversely affect our business and results of operations.

When there is a slowdown or downturn in the economy, a drop in stock market levels or trading volumes, or an event that disrupts the financial markets, our business and financial results may suffer for a number of reasons. Customers may react to worsening conditions by reducing their capital expenditures in general or by specifically reducing their IT spending. In addition, customers may curtail or discontinue trading operations, delay or cancel IT projects, or seek to lower their costs by renegotiating vendor contracts. Also, customers with excess IT resources may choose to take their availability solutions in-house rather than obtain those solutions from us. Moreover, competitors may respond to market conditions by lowering prices and attempting to lure away our customers to lower cost solutions. If any of these circumstances remain in effect for an extended period of time, there could be a material adverse effect on our financial results. Because our financial performance tends to lag behind fluctuations in the economy, our recovery from any particular downturn in the economy may not occur until after economic conditions have generally improved.

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Our business depends largely on the financial services industry, and a weakening of the financial services industry could adversely affect our business and results of operations.

Because our customer base is concentrated in the financial services industry, our business is largely dependent on the health of that industry. When there is a general downturn in the financial services industry, or if our customers in that industry experience financial or business problems, our business and financial results may suffer. If financial services firms continue to consolidate, there could be a material adverse effect on our business and financial results. When a customer merges with a firm using its own solution or another vendor’s solution, they could decide to consolidate on a non-SunGard system, which could have an adverse effect on our financial results.

Our acquisition program is an important element of our strategy but, because of the uncertainties involved, this program may not be successful and we may not be able to successfully integrate and manage acquired businesses.

Part of our growth strategy is to pursue additional acquisitions in the future. There can be no assurance that our acquisition program will continue to be successful. In addition, we may finance any future acquisition with debt, which would increase our interest costs. If we are unable to successfully integrate and manage acquired businesses, including GL TRADE, then our business and financial results may suffer. It is possible that the businesses we have acquired and businesses that we acquire in the future may perform worse than expected, be subject to an adverse litigation outcome or prove to be more difficult to integrate and manage than expected. If that happens, there may be a material adverse effect on our business and financial results for a number of reasons, including:

• we may have to devote unanticipated financial and management resources to acquired businesses;

• we may not be able to realize expected operating efficiencies or product integration benefits from our acquisitions;

• we may have to write-off goodwill or other intangible assets; and

• we may incur unforeseen obligations or liabilities (including assumed liabilities not fully indemnified by the seller) in connection with acquisitions.

If we are unable to identify suitable acquisition candidates and successfully complete acquisitions, our growth and our financial results may be adversely affected.

Our growth has depended in part on our ability to acquire similar or complementary businesses on favorable terms. This growth strategy is subject to a number of risks that could adversely affect our business and financial results, including:

• we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms;

• we may face competition for acquisitions from other potential acquirers, some of whom may have greater resources than us or may be less highly leveraged, or from the possibility of an acquisition target pursuing an initial public offering of its stock;

• we may have to incur additional debt to finance future acquisitions as we have done in the past and no assurance can be given as to whether, and on what terms, such additional debt will be available; and

• we may find it more difficult or costly to complete acquisitions due to changes in accounting, tax, securities or other regulations.

Catastrophic events may disrupt or otherwise adversely affect the markets in which we operate, our business and our profitability.

Our business may be adversely affected by a war, terrorist attack, natural disaster or other catastrophe. A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our customers, the financial markets or the overall economy. The potential for a direct impact is due primarily to our significant investment in our infrastructure. Although we maintain redundant facilities and have contingency plans in place to protect against both man-made and natural threats, it is impossible to fully anticipate and protect against all potential catastrophes. Despite our preparations, a security breach, criminal act, military action, power or communication failure, flood, severe storm or the like could lead to service interruptions and data losses for

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customers, disruptions to our operations, or damage to our important facilities. The same disasters or circumstances that may lead to our customers requiring access to our availability services may negatively impact our own ability to provide such services. Our three largest availability services facilities are particularly important, and a major disruption at one or more of those facilities could disrupt or otherwise impair our ability to provide services to our availability services customers. If any of these events happen, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

Our application service provider systems may be subject to disruptions that could adversely affect our reputation and our business.

Our application service provider systems maintain and process confidential data on behalf of our customers, some of which is critical to their business operations. For example, our trading, treasury and risk management systems maintain account and trading information for our customers and their clients, and our benefit administration and insurance systems maintain investor account information for retirement plans, insurance policies and mutual funds. There is no guarantee that the systems and procedures that we maintain to protect against unauthorized access to such information are adequate to protect against all security breaches. If our application service provider systems are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, our customers could experience data loss, financial loss, harm to reputation and significant business interruption. If that happens, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

Because the sales cycle for our software is typically lengthy and unpredictable, our results may fluctuate from period to period.

Our operating results may fluctuate from period to period and be difficult to predict in a particular period due to the timing and magnitude of software sales. We offer a number of our software solutions on a license basis, which means that the customer has the right to run the software on its own computers. The customer usually makes a significant up-front payment to license software, which we generally recognize as revenue when the license contract is signed and the software is delivered. The size of the up-front payment often depends on a number of factors that are different for each customer, such as the number of customer locations, users or accounts. As a result, the sales cycle for a software license may be lengthy and take unexpected turns. Thus, it is difficult to predict when software sales will occur or how much revenue they will generate. Since there are few incremental costs associated with software sales, our operating results may fluctuate from quarter to quarter and year to year due to the timing and magnitude of software sales.

Rapid changes in technology and our customers’ businesses could adversely affect our business and financial results.

Our business may suffer if we do not successfully adapt our products and services to changes in technology and changes in our customers’ businesses. These changes can occur rapidly and at unpredictable intervals and we may not be able to respond adequately. If we do not successfully update and integrate our products and services to adapt to these changes, or if we do not successfully develop new products and services needed by our customers to keep pace with these changes, then our business and financial results may suffer. Our ability to keep up with technology and business changes is subject to a number of risks, including:

• we may find it difficult or costly to update our products and services and to develop new products fast enough to meet our customers’ needs;

• we may find it difficult or costly to make some features of our products and services work effectively and securely over the Internet;

• we may find it difficult or costly to integrate more of our FS solutions;

• we may find it difficult or costly to update our products and services to keep pace with business, regulatory and other developments in the financial services industry, where many of our customers operate; and

• we may find it difficult or costly to update our services to keep pace with advancements in hardware, software and telecommunications technology.

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Some technological changes, such as advancements that have facilitated the ability of our AS customers to develop their own internal solutions, may render some of our products and services less valuable or eventually obsolete. In addition, because of ongoing, rapid technological changes, the useful lives of some technology assets have become shorter and customers are therefore replacing these assets more often. As a result, our customers are increasingly expressing a preference for contracts with shorter terms, which could make our revenue less predictable in the future.

Customers taking their availability solutions in-house may continue to create pressure on our organic revenue growth rate.

Our AS solutions allow customers to leverage our significant infrastructure and take advantage of our experience, technology expertise, resource management capabilities and vendor neutrality. Technological advances in recent years have significantly reduced the cost and the complexity of developing in-house solutions. Some customers, especially among the very largest having significant IT resources, prefer to develop and maintain their own in-house availability solutions, which can result in a loss of revenue from those customers. If this trend continues or worsens, there will be continued pressure on our organic revenue growth rate.

The trend toward information availability solutions utilizing more single customer dedicated resources likely will lower our overall operating margin rate over time.

In the information availability services industry, especially among our more sophisticated customers, there is an increasing preference for solutions that utilize some level of dedicated resources, such as blended advanced recovery services and managed services. The primary reason for this trend is that adding dedicated resources, although more costly, provides greater control, reduces data loss and facilitates quicker responses to business interruptions. Advanced recovery services often result in greater use of dedicated resources with a modest decrease in operating margin rate. Managed services require significant dedicated resources and, therefore, have an appropriately lower operating margin rate.

Our brokerage operations are highly regulated and are riskier than our other businesses.

Organizations like the Securities and Exchange Commission, Financial Services Authority and Financial Industry Regulatory Authority can, among other things, fine, censure, issue cease-and-desist orders and suspend or expel a broker/dealer or any of its officers or employees for failures to comply with the many laws and regulations that govern brokerage operations. Our ability to comply with these laws and regulations is largely dependent on our establishment, maintenance and enforcement of an effective brokerage compliance program. Our failure to establish, maintain and enforce proper brokerage compliance procedures, even if unintentional, could subject us to significant losses, lead to disciplinary or other actions, and tarnish our reputation. Regulations affecting the brokerage industry, in particular with respect to active traders, may change, which could adversely affect our financial results.

We are exposed to certain risks relating to the execution and clearance services provided by our brokerage operations to retail customers, institutional clients (including hedge funds and other broker-dealers), and proprietary traders. These risks include, but are not limited to, customers failing to pay for securities commitments in the marketplace, trading errors, the inability or failure to settle trades, and trade execution or clearance systems failures. In our other businesses, we generally can disclaim liability for trading losses that may be caused by our software, but in our brokerage operations, we cannot limit our liability for trading losses even when we are not at fault. As a result we may suffer losses that are disproportionate to the relatively modest profit contributions of this business

We could lose revenue due to “fiscal funding” or “termination for convenience” clauses in certain customer contracts, especially in our HE and PS businesses.

Certain of our customer contracts, particularly those with governments, institutions of higher education and school districts, may be partly or completely terminated by the customer due to budget cuts or sometimes for any reason at all. These types of clauses are often called “fiscal funding” or “termination for convenience” clauses. If a customer exercises one of these clauses, the customer would be obligated to pay for the services we performed up to the date of exercise, but would not have to pay for any further services. While we have not been materially affected by exercises of these clauses in the past, we may be in the future. If customers that collectively represent a substantial portion of our revenue were to invoke the fiscal funding or termination for convenience clauses of their contracts, our future business and results of operations could be adversely affected.

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If we fail to comply with government regulations in connection with our business or providing technology services to certain financial institutions, our business and results of operations may be adversely affected.

Because we act as a third-party service provider to financial institutions and provide mission-critical applications for many financial institutions that are regulated by one or more member agencies of the Federal Financial Institutions Examination Council (“FFIEC”), we are subject to examination by the member agencies of the FFIEC. More specifically, we are a Multi-Regional Data Processing Servicer of the FFIEC because we provide mission critical applications for financial institutions from several data centers located in different geographic regions. As a result, the FFIEC conducts periodic reviews of certain of our operations in order to identify existing or potential risks associated with our operations that could adversely affect the financial institutions to whom we provide services, evaluate our risk management systems and controls, and determine our compliance with applicable laws that affect the services we provide to financial institutions. In addition to examining areas such as our management of technology, data integrity, information confidentiality and service availability, the reviews also assess our financial stability. Our incurrence of significant debt in connection with the Transaction increases the risk of an FFIEC agency review determining that our financial stability has been weakened. A sufficiently unfavorable review from the FFIEC could result in our financial institution customers not being allowed to use our technology services, which could have a material adverse effect on our business and financial condition.

If we fail to comply with any regulations applicable to our business, we may be exposed to unexpected liability and/or governmental proceedings, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results. In addition, the future enactment of more restrictive laws or rules on the federal or state level, or, with respect to our international operations, in foreign jurisdictions on the national, provincial, state or other level, could have an adverse impact on business and financial results.

If we are unable to retain or attract customers, our business and financial results will be adversely affected.

If we are unable to keep existing customers satisfied, sell additional products and services to existing customers or attract new customers, then our business and financial results may suffer. A variety of factors could affect our ability to successfully retain and attract customers, including the level of demand for our products and services, the level of customer spending for information technology, the level of competition from customers that develop their own solutions internally and from other vendors, the quality of our customer service, our ability to update our products and develop new products and services needed by customers, and our ability to integrate and manage acquired businesses. Our services revenue, which has been largely recurring in nature, comes from the sale of our products and services under fixed-term contracts. We do not have a unilateral right to extend these contracts when they expire. Revenue from our broker/dealer businesses is not subject to minimum or ongoing contractual commitments on the part of brokerage customers. If customers cancel or refuse to renew their contracts, or if customers reduce the usage levels or asset values under their contracts, there could be a material adverse effect on our business and financial results.

If we fail to retain key employees, our business may be harmed.

Our success depends on the skill, experience and dedication of our employees. If we are unable to retain and attract sufficiently experienced and capable personnel, especially in product development, sales and management, our business and financial results may suffer. For example, if we are unable to retain and attract a sufficient number of skilled technical personnel, our ability to develop high quality products and provide high quality customer service may be impaired. Experienced and capable personnel in the technology industry remain in high demand, and there is continual competition for their talents. When talented employees leave, we may have difficulty replacing them, and our business may suffer. There can be no assurance that we will be able to successfully retain and attract the personnel that we need.

We are subject to the risks of doing business internationally.

During 2008, approximately 29% of our revenue was generated outside the United States. Approximately 76% of this revenue was from customers located in the United Kingdom and Continental Europe. Over the past few years

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we have expanded our support operations in India and acquired businesses in China and Singapore, in an effort to increase our presence throughout Asia Pacific. Because we sell our services outside the United States, our business is subject to risks associated with doing business internationally. Accordingly, our business and financial results could be adversely affected due to a variety of factors, including:

• changes in a specific country’s or region’s political and cultural climate or economic condition;

• unexpected changes in foreign laws and regulatory requirements;

• difficulty of effective enforcement of contractual provisions in local jurisdictions;

• inadequate intellectual property protection in foreign countries;

• trade-protection measures, import or export licensing requirements such as Export Administration Regulations promulgated by the U.S. Department of Commerce and fines, penalties or suspension or revocation of export privileges;

• the effects of applicable foreign tax structures and potentially adverse tax consequences; and

• significant adverse changes in foreign currency exchange rates.

The Sponsors control us and may have conflicts of interest with us.

Investment funds associated with or designated by the Sponsors indirectly own, through their ownership in our Parent Companies, a substantial portion of our capital stock. As a result, the Sponsors have control over our decisions to enter into any corporate transaction regardless of whether holders of RSUs believe that any such transaction is in their own best interests. The interests of the Sponsors may not in all cases be aligned with our own interests or the interests of our RSU holders.

Additionally, the Sponsors are in the business of making investments in companies and may from time to time acquire and hold interests in businesses that compete directly or indirectly with us. One or more of the Sponsors may also pursue acquisition opportunities that may be complementary to our business and, as a result, those acquisition opportunities may not be available to us. So long as investment funds associated with or designated by the Sponsors continue to indirectly own a significant amount of our outstanding equity, even if such amount is less than 50%, the Sponsors will continue to be able to strongly influence or effectively control our decisions.

If we are unable to protect our proprietary technologies and defend infringement claims, we could lose one of our competitive advantages and our business could be adversely affected.

Our success depends in part on our ability to protect our proprietary products and services and to defend against infringement claims. If we are unable to do so, our business and financial results may suffer. To protect our proprietary technology, we rely upon a combination of copyright, patent, trademark and trade secret law, confidentiality restrictions in contracts with employees, customers and others, software security measures, and registered copyrights and patents. Despite our efforts to protect the proprietary technology, unauthorized persons may be able to copy, reverse engineer or otherwise use some of our technology. It also is possible that others will develop and market similar or better technology to compete with us. Furthermore, existing patent, copyright and trade secret laws may afford only limited protection, and the laws of certain countries do not protect proprietary technology as well as United States law. For these reasons, we may have difficulty protecting our proprietary technology against unauthorized copying or use. If any of these events happens, there could be a material adverse effect on the value of our proprietary technology and on our business and financial results. In addition, litigation may be necessary to protect our proprietary technology. This type of litigation is often costly and time-consuming, with no assurance of success.

The software industry is characterized by the existence of a large number of patents and copyrights and by frequent litigation based on allegations of infringement or other violations of intellectual property rights. Some of our competitors or other third parties may have been more aggressive than us in applying for or obtaining patent protection for innovative proprietary technologies both in the United States and internationally In addition, we use a limited amount of open source software in our products and may use more open source software in the future. Because open source software is developed by numerous independent parties over whom we exercise no supervision or control, allegations of infringement for using open source software are possible. As a result of all of these factors, there can be no assurance that in the future third parties will not assert infringement claims against us (as they have already done in the past) and preclude us from using a technology in our products or require us to enter into royalty

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and licensing arrangements on terms that are not favorable to us, or force us to engage in costly infringement litigation, which could result in us paying monetary damages or being forced to redesign our products to avoid infringement. Additionally, our licenses and service agreements with our customers generally provide that we will defend and indemnify them for claims against them relating to our alleged infringement of the intellectual property rights of third parties with respect to our products or services. We might have to defend or indemnify our customers to the extent they are subject to these types of claims. Any of these claims may be difficult and costly to defend and may lead to unfavorable judgments or settlements, which could have a material adverse effect on our reputation, business and financial results. For these reasons, we may find it difficult or costly to add or retain important features in our products and services.

Certain of our and our suppliers’ software may contain open source software. Although we monitor our use of open source software to avoid subjecting our products to conditions we do not intend, the terms of many open source licenses have not been interpreted by United States or other courts, and there is a risk that these licenses could be construed in a manner that could impose unanticipated conditions or restrictions on our ability to commercialize our products.

Defects, design errors or security flaws in our products could harm our reputation and expose us to potential liability.

Most of our products are very complex software systems that are regularly updated. No matter how careful the design and development, complex software often contains errors and defects when first introduced and when major new updates or enhancements are released. If errors or defects are discovered in our current or future products, we may not be able to correct them in a timely manner, if at all. In our development of updates and enhancements to our products, we may make a major design error that makes the product operate incorrectly or less efficiently.

In addition, certain of our products include security features that are intended to protect the privacy and integrity of customer data. Despite these security features, our products and systems, and our customers’ systems may be vulnerable to break-ins and similar problems caused by third parties, such as hackers bypassing firewalls and misappropriating confidential information. Such break-ins or other disruptions could jeopardize the security of information stored in and transmitted through our computer systems and those of our customers, subject us to liability and tarnish our reputation. We may need to expend significant capital resources in order to eliminate or work around errors, defects, design errors or security problems. Any one of these problems in our products may result in the loss of or a delay in market acceptance of our products, the diversion of development resources, a lower rate of license renewals or upgrades and damage to our reputation, and in turn may increase service and warranty costs.

A material weakness in our internal controls could have a material adverse affect on us.

Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. If we cannot provide reasonable assurance with respect to our financial reports and effectively prevent fraud, our reputation and operating results could be harmed. Pursuant to the Sarbanes-Oxley Act of 2002, we are required to furnish a report by management on internal control over financial reporting, including management’s assessment of the effectiveness of such control. Internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud. Therefore, even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, projections of any evaluation of effectiveness of internal control over financial reporting to future periods are subject to the risk that the control may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. If we fail to maintain the adequacy of our internal controls, including any failure to implement required new or improved controls, or if we experience difficulties in their implementation, we could fail to meet our reporting obligations, and there could be a material adverse effect on our business and financial results.

RISKS RELATED TO OUR RSUS, OUR CLASS A AND L COMMON STOCK AND OUR PREFERRED STOCK

The RSUs are subject to several restrictions, including, without limitation, no voting rights and restrictions on transfer.

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Our RSUs have no voting rights and are not transferable other than by will or by the laws of descent and distribution upon death of the holder of the RSU. The holder of an RSU is not entitled to voting rights. There currently is not and there will be no market or periodically available process or methodology that would allow holders of RSUs to receive any consideration or compensation for the RSUs at any time. See “Description of Registrants’ Securities to be Registered–2005 Management Incentive Plan.”

There are risks associated with an investment in our Equity Securities given the general illiquid nature of our Equity Securities.

There is no public market for our Equity Securities and they are subject to significant restrictions on transfer, including restrictions under the federal and state securities laws and the Stockholders Agreement among SCC, SCCII, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and certain stockholders of SCC and SCCII, dated as of August 10, 2005 (as in effect from time to time, the “Stockholders Agreement”), which substantially restrict the liquidity of the securities described herein. See “Description of Registrants’ Securities to be Registered.” In general, the Stockholders Agreement contains “tag-along” and “drag-along” rights, rights of first offer, call rights, transfer restrictions and other terms and conditions that substantially restrict the liquidity of our equity securities. See “Description of Registrants’ Securities to be Registered—Stockholders Agreement.” In addition, there are no assurances that a liquidity event will occur, and if it does so when such event occurs or on what terms and conditions. Therefore investors must be prepared to bear the economic risk of holding such securities for an indefinite period of time and without any assurance that the RSUs or the Shares will generate any investment return.

SCC does not expect to pay dividends on our common stock in the foreseeable future and SCCII does not expect to pay dividends on our preferred stock in the foreseeable future.

The Parent Companies are holding companies with no business operations of their own. As a result, they depend on their operating subsidiaries for cash to make dividend payments. Deterioration in the financial conditions, earnings or cash flow of our significant subsidiaries for any reason could limit or impair their ability to pay cash dividends or other distributions to the Parent Companies. The Parent Companies may also need to contribute additional capital to improve the capital ratios of certain of its subsidiaries, which could also affect the ability of these subsidiaries to pay dividends.

In addition, the terms of certain of the outstanding indebtedness of subsidiaries of the Parent Companies substantially restricts our ability to pay dividends. See “Management’s Discussion and Analysis of Our Financial Condition and Results of Operations—Indebtedness.” There cannot be any assurance that agreements governing the current and future indebtedness of the Parent Companies or their subsidiaries will permit the Parent Companies or their subsidiaries to provide our stockholders with sufficient dividends, distributions or loans.

Accordingly, the restrictions above would limit the Parent Companies’ ability to make dividend payments to our stockholders, and investors must be prepared to rely on sales of their common and preferred stock after price appreciation to earn an investment return, which may never occur, particularly in view of our transfer restrictions applicable to our capital stock.

Any determination to pay dividends in the future will be made at the discretion of our board of directors and will depend on our results of operations, cash flows, financial conditions, contractual restrictions, restrictions imposed by applicable law and other factors the board deems relevant.

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ITEM 2. FINANCIAL INFORMATION

SELECTED FINANCIAL DATA

SunGard Capital Corp. ⁽¹⁾

	For the period from August 11, 2005 through December 31, 2005 (1)												Three Months Ended March 31,
(in millions)				2006			2007			2008			2008			2009
Income Statement Data(2)(3)
Revenue	$	1,631		$	4,323		$	4,901		$	5,596		$	1,302		$	1,335
Income from operations		198			532			630			469			124			100
Net loss		(29	)		(116	)		(60	)		(242	)		(22	)		(34	)
	2005			2006			2007			2008						As of March 31, 2009
Balance Sheet Data(2)
Total assets	$	14,589		$	14,682		$	14,842		$	15,778					$	15,073
Total short-term and long-term debt		7,429			7,439			7,485			8,875						8,559
Stockholders’ equity		3,389			3,394			3,384			2,869						2,796

SunGard Capital Corp. II ⁽¹⁾

	For the period from August 11, 2005 through December 31, 2005 (1)												Three Months Ended March 31,
(in millions)				2006			2007			2008			2008			2009
Income Statement Data(2)(3)
Revenue	$	1,631		$	4,323		$	4,901		$	5,596		$	1,302		$	1,335
Income from operations		198			532			631			470			124			100
Net loss		(29	)		(118	)		(60	)		(242	)		(22	)		(34	)
	2005			2006			2007			2008						As of March 31, 2009
Balance Sheet Data(2)
Total assets	$	14,587		$	14,673		$	14,840		$	15,778					$	15,073
Total short-term and long-term debt		7,429			7,439			7,485			8,875						8,559
Stockholders’ equity		3,521			3,524			3,505			3,011						2,900

SunGard Data Systems Inc.

	Predecessor				Successor			Combined(1)		Successor
	2004		January 1 through August 10, 2005		August 11 through December 31, 2005			Year Ended December 31, 2005		2006			2007			2008			Three Months Ended March 31,
(in millions)																			2008			2009
Income Statement Data(2)(3)
Revenue	$	3,556	$	2,371	$	1,631		$	4,002	$	4,323		$	4,901		$	5,596		$	1,302		$	1,335
Income from operations		704		296		197			493		532			631			470			124			100
Net income (loss)		454		146		(29	)		117		(118	)		(60	)		(242	)		(22	)		(34	)

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	Predecessor		Successor
	2004		2005		2006		2007		2008		As of March 31, 2009
Balance Sheet Data(2)
Total assets	$	5,195	$	14,587	$	14,671	$	14,840	$	15,778	$	15,073
Total short-term and long-term debt		554		7,429		7,439		7,485		8,875		8,559
Stockholder’s equity		3,252		3,572		3,574		3,556		3,063		2,936

(1) SunGard Capital Corp. (“SCC”) and SunGard Capital Corp. II (“SCCII”) were created in 2005 for the purpose of acquiring SunGard Data Systems Inc. (“SunGard”), which occurred on August 11, 2005 (the “Transaction”). SunGard’s combined results for the year ended December 31, 2005 represent the addition of the Predecessor period from January 1, 2005 through August 10, 2005 and the Successor period from August 11, 2005 through December 31, 2005. This combination does not comply with generally accepted accounting principles or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.

(2) Includes the effect of business acquisitions and dispositions from the date of each event. There were ten acquisitions in 2004, eleven acquisitions in 2005, ten acquisitions in 2006, eleven acquisitions in 2007, six acquisitions in 2008, two acquisitions in the three months ended March 31, 2008 and one acquisition in the three months ended March 31, 2009. Three businesses were sold in each of 2004 and 2006, and 4 businesses were sold in 2008. See Note 2 of Notes to Consolidated Financial Statements.

(3) 2004 includes a gain of $78 million from the sale of Brut LLC, offset by $6 million of costs associated with the abandoned spin-off of SunGard Availability Services.

The period from January 1, 2005 through August 10, 2005 includes $59 million of accounting, investment banking, legal and other costs associated with the Transaction and the abandoned spin-off of SunGard Availability Services as well as $59 million resulting from the acceleration of vesting of stock options and restricted stock.

The period from August 11, 2005 through December 31, 2005 includes $18 million consisting primarily of payroll taxes and certain compensation expenses related to the Transaction.

2007 includes expense of $28 million associated with the early retirement of the $400 million of senior floating rate notes due 2013, of which $19 million represented the retirement premium paid to noteholders.

2008 includes a goodwill impairment charge of $128 million, intangible asset write-offs of $67 million and foreign currency losses and unused alternate financing commitment fees associated with the acquisition of GL TRADE S.A. of $17 million.

See Notes 1 and 2 of Notes to Consolidated Financial Statements.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

We are one of the world’s leading software and IT services companies. We provide software and processing solutions to institutions throughout the financial services industry, higher education, and the public sector; and we help enterprises of all types maintain the continuity of their business through information availability services. We support more than 25,000 customers in over 70 countries, including the world’s 25 largest financial services companies. 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 was acquired on August 11, 2005 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 “Transaction”).

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 of these companies were formed for the purpose of facilitating the Transaction and are collectively referred to as the “Holding Companies.”

In FS, we primarily serve 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 business processes associated with trading securities, managing portfolios and accounting for investment assets.

In HE, we primarily provide software, strategic and systems integration consulting, and technology management services to higher education organizations around the world, including colleges, universities, campuses, foundations and state systems. HE solutions include administration, advancement, IT management, performance analytics, enrollment management, academic performance and strategic planning.

In PS, we primarily provide software and processing solutions designed to meet the specialized needs of central, federal, state and local governments, public safety and justice agencies, public schools, utilities, non-profits, and other public sector institutions. Our PS solutions support a range of specialized enterprise resource planning and administrative solutions.

In AS, we help our 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 mission-critical IT systems reliable and secure. We offer a complete range of availability services, including recovery services, managed services, consulting services and business continuity management software.

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.

SunGard’s results of operations are typically a trailing indicator of current economic activity, largely due to the multi-year contracts that generate the majority of our revenue. While our 2008 results show some effect of the current crisis, we believe that 2009 will be more challenging. As we have always done, our businesses have right-sized their expense base in line with their expected revenue opportunities, but the lack of visibility in the current economic environment limits our ability to estimate the impact of the crisis.

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

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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 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 identified 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 Transaction 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. The carrying values and useful lives for amortization of identified intangible assets are reviewed on an ongoing basis, and any resulting changes in estimates could have a material adverse effect on our financial results.

At least annually, we compare the carrying value of our reporting units to their estimated fair value. If the carrying value is greater than the respective estimated fair value, we then determine if the goodwill is impaired, and whether some or all of the goodwill should be written off as a charge to operations, which could have a material adverse effect on our financial results. The estimate of fair value requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving the future cash flows. Changes in the underlying business could affect these estimates, which in turn could affect the fair value of the reporting unit.

In connection with certain acquisitions, we have accrued the estimated costs of closing certain facilities. Historically, the estimated cost of closing our existing facilities was included in merger costs and the estimated cost of closing acquired facilities was included in goodwill. Effective for acquisitions after January 1, 2009, the estimated cost of closing acquired facilities will also be recorded in merger costs.

Revenue Recognition

We generate services revenue from availability services, processing services, software maintenance and rentals, professional services and broker/dealer fees. All services revenue is recorded as the services are provided based on the fair value of each element. Fair value is determined based on the sales price of each element when sold separately. 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, and the related costs are incurred ratably over the contract period. When recovering from an interruption, customers generally are contractually obligated to pay additional fees, which typically cover our 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.

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For fixed-fee professional services contracts, services revenue is recorded based upon the estimated percentage of completion, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. When contracts include both professional services and software and require a significant amount of program modification or customization, installation, systems integration or related services, the professional services and license revenue is recorded based upon the estimated percentage of completion, measured in the manner described above. 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 our software products at its 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, collection is probable, and there is sufficient evidence of the fair value of each undelivered element. Revenue is recorded when billed when customer payments are extended beyond normal billing terms, or when there is significant acceptance, technology or service risk. Revenue also is recorded over the contract period in those instances where the software is bundled together with computer equipment or other post-delivery services, and there is not sufficient evidence of the fair value of each undelivered element.

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 financial results.

Accounting for Income Taxes

The objectives of accounting for income taxes are to recognize the amount of taxes payable or refundable for the current year and deferred tax liabilities and assets for the future tax consequences of events that have been recognized in an entity’s financial statements or tax returns. 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 our estimates could have a material effect on our financial results.

Accounting for Stock-Based Compensation

Stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate service period. 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 financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded. Our ability to use the deferred tax asset is ultimately based on the actual value of the stock-based award upon exercise. 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 financial results.

Consolidated Results of Operations

We evaluate performance of our segments based on operating results before interest, income taxes, amortization of acquisition-related intangible assets, goodwill impairment charges, stock compensation and certain other costs (see Note 12 of Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2008 included elsewhere herein and Note 7 of Notes to Consolidated Financial Statements for the three months ended March 31, 2009 included elsewhere herein).

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Three Months Ended March 31, 2008 and March 31, 2009

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

	Three Months Ended March 31, 2008					Three Months Ended March 31, 2009					Percent Increase (Decrease) 2009 vs. 2008
(in millions)				percent of revenue					percent of revenue
Revenue
Financial systems (FS)	$	687		53	%	$	742		56	%	8	%
Higher education (HE)		126		10	%		132		10	%	5	%
Public sector (PS)		101		8	%		91		7	%	(10	)%
Software & processing solutions		914		70	%		965		72	%	6	%
Availability services (AS)		388		30	%		370		28	%	(5	)%
	$	1,302		100	%	$	1,335		100	%	3	%
Costs and Expenses
Cost of sales and direct operating	$	643		49	%	$	691		52	%	7	%
Sales, marketing and administration		277		21	%		276		21	%	—	%
Product development		79		6	%		75		6	%	(5	)%
Depreciation and amortization		67		5	%		69		5	%	3	%
Amortization of acquisition-related intangible assets		112		9	%		124		9	%	11	%
	$	1,178		90	%	$	1,235		93	%	5	%
Income from Operations
Financial systems(1)	$	121		18	%	$	119		16	%	(2	)%
Higher education(1)		24		19	%		27		20	%	13	%
Public sector(1)		18		18	%		17		19	%	(6	)%
Software & processing solutions(1)		163		18	%		163		17	%	—	%
Availability services(1)		101		26	%		89		24	%	(12	)%
Corporate administration		(12	)	(1	)%		(13	)	(1	)%	8	%
Amortization of acquisition-related intangible assets		(112	)	(9	)%		(124	)	(9	)%	11	%
Stock compensation expense		(7	)	(1	)%		(7	)	(1	)%	—	%
Other items(2)		(9	)	(1	)%		(8	)	(1	)%	(11	)%
	$	124		10	%	$	100		7	%	(19	)%

(1) Percent of revenue is calculated as a percent of revenue from FS, HE, PS, software and processing solutions, and AS, respectively.

(2) Other items include certain purchase accounting adjustments and management fees paid to the Sponsors, partially offset by capitalized software development costs.

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

	Three Months Ended March 31, 2008				Three Months Ended March 31, 2009				Percent Increase (Decrease) 2009 vs. 2008
(in millions)			percent of revenue				percent of revenue
Financial Systems
Services	$	615	47	%	$	698	52	%	13	%
License and resale fees		34	3	%		26	2	%	(24	)%
Total products and services		649	50	%		724	54	%	12	%
Reimbursed expenses		38	3	%		18	1	%	(53	)%
	$	687	53	%	$	742	56	%	8	%
Higher Education
Services	$	110	8	%	$	114	9	%	4	%
License and resale fees		14	1	%		16	1	%	14	%
Total products and services		124	10	%		130	10	%	5	%
Reimbursed expenses		2	—	%		2	—	%	—	%
	$	126	10	%	$	132	10	%	5	%
Public Sector
Services	$	89	7	%	$	69	5	%	(22	)%
License and resale fees		11	1	%		21	2	%	91	%
Total products and services		100	8	%		90	7	%	(10	)%
Reimbursed expenses		1	—	%		1	—	%	—	%
	$	101	8	%	$	91	7	%	(10	)%
Software & Processing Solutions
Services	$	814	63	%	$	881	66	%	8	%
License and resale fees		59	5	%		63	5	%	7	%
Total products and services		873	67	%		944	71	%	8	%
Reimbursed expenses		41	3	%		21	2	%	(49	)%
	$	914	70	%	$	965	72	%	6	%
Availability Services
Services	$	384	29	%	$	366	27	%	(5	)%
License and resale fees		—	—	%		1	—	%	—	%
Total products and services		384	29	%		367	27	%	(4	)%
Reimbursed expenses		4	—	%		3	—	%	(25	)%
	$	388	30	%	$	370	28	%	(5	)%
Total Revenue
Services	$	1,198	92	%	$	1,247	93	%	4	%
License and resale fees		59	5	%		64	5	%	8	%
Total products and services		1,257	97	%		1,311	98	%	4	%
Reimbursed expenses		45	3	%		24	2	%	(47	)%
	$	1,302	100	%	$	1,335	100	%	3	%

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Income from Operations:

Our total operating margin was 7% for the three months ended March 31, 2009, compared to 10% for the three months ended March 31, 2008 primarily due to the decline in operating margins at AS and FS.

Financial Systems:

The FS operating margin was 16% and 18% for the three months ended March 31, 2009 and 2008, respectively. The operating margin decline is primarily related to a $9 million decrease in software license fees, the impact of the increase in revenue at one of our trading systems businesses which has an inherently lower margin and by the impact of recently acquired businesses which tend to have lower operating margins at the outset and improve over a number of years.

Higher Education:

The HE operating margin was 20% and 19% for the three months ended March 31, 2009 and 2008, respectively. The operating margin increase is due primarily to a $1 million increase in software license fees.

Public Sector:

The PS operating margin was 19% and 18% for the three months ended March 31, 2009 and 2008, respectively, due primarily to improvement in the U.K. business, with the impact of foreign exchange movements in revenue and expenses largely offsetting each other in our U.K.-based business.

Availability Services:

The AS operating margin was 24% and 26% for the three months ended March 31, 2009 and 2008, respectively. The operating margin decline and the decrease of $12 million are primarily due to currency movements and facility expansions in Europe and North America, which increased the fixed cost base in advance of anticipated revenue growth.

Revenue:

Total revenue increased $33 million or 2.5% for the three months ended March 31, 2009 compared to the first quarter of 2008. On a constant currency basis, organic revenue growth was 2% in the first quarter of 2009 compared to the prior year period. Organic revenue is defined as revenue for businesses owned for at least one year and further adjusted for the effects of businesses sold in the previous twelve months. Including the impact of foreign exchange movements, most notably the strengthening of the U.S. dollar, organic revenue declined 3% in the quarter compared to the first quarter of 2008, primarily because of a decline in professional services revenue across all of our segments except AS. Approximately 5% of organic revenue growth in the quarter was attributed to one of our broker/dealer businesses.

Financial Systems:

FS revenue increased $55 million or 8% in the first quarter of 2009 from the prior year period. On a constant currency basis, organic revenue grew 4% in the quarter. Including the impact of foreign exchange movements, organic revenue grew just under 1% in the quarter compared to the first quarter of 2008. Approximately 9% of organic revenue growth was attributed to one of our broker/dealer businesses. The broker/dealer revenue has remained uncharacteristically high and is a function of market volatility and customer mix; while this revenue increased year over year, it declined sequentially from the fourth quarter of 2008. We expect this revenue to decline further but are unable to predict the timing. Professional services revenue decreased $35 million or 22%. Revenue from license and resale fees included software license revenue of $21 million and $30 million in the three months ended March 31, 2009 and 2008, respectively.

Higher Education:

HE revenue increased $6 million or 5% for the three months ended March 31, 2009 compared to the corresponding period in 2008 due entirely to organic revenue growth. HE services revenue increased $4 million, primarily due to revenue associated with a customer conference held in the first quarter of 2009 that was held in the second quarter of 2008 partly offset by a decrease in professional services. Revenue from license and resale fees included software license revenue of $5 million in the three months ended March 31, 2009, an increase of $1 million from the prior year period.

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Public Sector:

PS revenue decreased $10 million or 10% for the three months ended March 31, 2009 compared to the corresponding period in 2008, all of which was organic. On a constant currency basis, organic revenue increased 2%. Revenue from license and resale fees included software license revenue of $5 million in both the three months ended March 31, 2009 and 2008.

Availability Services:

AS revenue decreased $18 million or 5% in 2009. On a constant currency basis, organic revenue grew 1% in the quarter. Including the impact of foreign exchange movements, organic revenue declined 7%. In North America, revenue grew 1.5% overall, but decreased 1% organically where decreases in basic and advanced recovery services exceeded growth in managed services. Revenue in Europe decreased 22.5%, but grew 7% on a constant currency basis.

Costs and Expenses:

Cost of sales and direct operating expenses as a percentage of total revenue was 52% and 49% in the three-month periods ended March 31, 2009 and 2008, respectively, largely the result of the higher volumes of the broker/dealer business previously mentioned. Also impacting the period were increased costs from acquired businesses, net of a business sold in 2008.

Sales, marketing and administration expenses as a percentage of total revenue was 21% in each of the three-month periods ended March 31, 2009 and 2008. Organic decreases in sales, marketing and administration expenses, most notably decreases in FS and PS employment-related expenses, were mostly offset by increases from acquired businesses.

Because AS product development costs are insignificant, it is more meaningful to measure product development expenses as a percentage of revenue from software and processing solutions. For the three months ended March 31, 2009 and 2008, product development costs were 8% and 9% of revenue from software and processing solutions, respectively.

Depreciation and amortization as a percentage of total revenue was 5% in each of the three-month periods ended March 31, 2009 and 2008. The $2 million increase in 2009 was due primarily to capital expenditures supporting FS and from the FS businesses acquired in 2008.

Amortization of acquisition-related intangible assets as a percentage of total revenue was 9% in each of the three-month periods ended March 31, 2009 and 2008. The $12 million increase in 2009 was due to shortening the remaining useful lives of certain intangible assets to reflect revisions to estimated customer attrition rates as well as acquisitions made in 2008.

Interest expense was $151 million and $148 million for the three months ended March 31, 2009 and 2008, respectively. The increase in interest expense was due primarily to increased borrowings from the issuance of $500 million senior notes due 2015, a $500 million increase in the term loan and additional borrowings under our revolving credit facility, partially offset by interest rate decreases.

Other income was $7 million for the three months ended March 31, 2009 compared to other expense of $21 million for the three months ended March 31, 2008. The change is primarily attributable to $7 million of foreign currency translation gains primarily related to our Euro denominated term loan in the three months ended March 31, 2009 compared to $16 million of translation losses in the same period in 2008.

The effective income tax rates in the three months ended March 31, 2009 and 2008 were 21% and 45%, respectively. The rate in the first quarter of 2009 reflects limitations on our ability to utilize certain foreign tax credits.

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Fiscal Years Ended December 31, 2006, 2007 and 2008

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).

	2006					2007					2008
(in millions)				% of revenue					% of revenue					% of revenue
Revenue
Financial systems (FS)	$	2,072		48	%	$	2,500		51	%	$	3,078		55	%
Higher education (HE)		498		12	%		543		11	%		540		10	%
Public sector systems (PS)		395		9	%		410		8	%		411		7	%
Software & processing solutions		2,965		69	%		3,453		70	%		4,029		72	%
Availability services (AS)		1,358		31	%		1,448		30	%		1,567		28	%
	$	4,323		100	%	$	4,901		100	%	$	5,596		100	%
Costs and Expenses
Cost of sales and direct operating	$	1,980		46	%	$	2,268		46	%	$	2,744		49	%
Sales, marketing and administration		915		21	%		1,043		21	%		1,152		21	%
Product development		255		6	%		271		6	%		308		6	%
Depreciation and amortization		238		6	%		251		5	%		278		5	%
Amortization of acquisition-related intangible assets		399		9	%		438		9	%		515		9	%
Goodwill impairment charge and merger costs		4		—	%		—		—	%		130		2	%
	$	3,791		88	%	$	4,271		87	%	$	5,127		92	%
Income from operations
Financial systems(1)	$	414		20	%	$	525		21	%	$	608		20	%
Higher education(1)		118		24	%		143		26	%		130		24	%
Public sector systems(1)		79		20	%		84		20	%		79		19	%
Software & processing solutions(1)		611		21	%		752		22	%		817		20	%
Availability services (1)		412		30	%		428		30	%		443		28	%
Corporate administration		(46	)	(1	)%		(55	)	(1	)%		(51	)	(1	)%
Amortization of acquisition- related intangible assets		(399	)	(9	)%		(438	)	(9	)%		(515	)	(9	)%
Goodwill impairment charge		—		—	%		—		—	%		(128	)	(2	)%
Stock Compensation expense		(38	)	(1	)%		(32	)	(1	)%		(35	)	(1	)%
Merger costs and other items(2)		(8	)	—	%		(25	)	(1	)%		(62	)	(1	)%
Income from operations	$	532		12	%	$	630		13	%	$	469		8	%

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

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(2) Merger costs and other items include merger costs, management fees paid to the Sponsors, purchase accounting adjustments, including in 2008 certain acquisition-related compensation expense, and, in 2007, an unfavorable arbitration award related to a customer dispute, partially offset in each year by capitalized software development costs.

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

	2006				2007				2008
(in millions)			% of revenue				% of revenue				% of revenue
Financial Systems
Services	$	1,792	41	%	$	2,155	44	%	$	2,737	49	%
License and resale fees		196	5	%		232	5	%		229	4	%
Total products and services		1,988	46	%		2,387	49	%		2,966	53	%
Reimbursed expenses		84	2	%		113	2	%		112	2	%
	$	2,072	48	%	$	2,500	51	%	$	3,078	55	%
Higher Education
Services	$	409	9	%	$	435	9	%	$	453	8	%
License and resale fees		80	2	%		98	2	%		77	1	%
Total products and services		489	11	%		533	11	%		530	9	%
Reimbursed expenses		9	—	%		10	—	%		10	—	%
	$	498	12	%	$	543	11	%	$	540	10	%
Public Sector Systems
Services	$	329	8	%	$	348	7	%	$	349	6	%
License and resale fees		62	1	%		58	1	%		57	1	%
Total products and services		391	9	%		406	8	%		406	7	%
Reimbursed expenses		4	—	%		4	—	%		5	—	%
	$	395	9	%	$	410	8	%	$	411	7	%
Software & Processing Solutions
Services	$	2,530	59	%	$	2,938	60	%	$	3,539	63	%
License and resale fees		338	8	%		388	8	%		363	6	%
Total products and services		2,868	66	%		3,326	68	%		3,902	70	%
Reimbursed expenses		97	2	%		127	3	%		127	2	%
	$	2,965	69	%	$	3,453	70	%	$	4,029	72	%
Availability Services
Services	$	1,340	31	%	$	1,426	29	%	$	1,544	28	%
License and resale fees		4	—	%		8	—	%		6	—	%
Total products and services		1,344	31	%		1,434	29	%		1,550	28	%
Reimbursed expenses		14	—	%		14	—	%		17	—	%
	$	1,358	31	%	$	1,448	30	%	$	1,567	28	%
Total Revenue
Services	$	3,870	90	%	$	4,364	89	%	$	5,083	91	%
License and resale fees		342	8	%		396	8	%		369	7	%
Total products and services		4,212	97	%		4,760	97	%		5,452	97	%
Reimbursed expenses		111	3	%		141	3	%		144	3	%
	$	4,323	100	%	$	4,901	100	%	$	5,596	100	%

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Year Ended December 31, 2008 Compared to Year Ended December 31, 2007

Income from Operations:

Our total operating margin decreased from 13% in 2007 to 8% in 2008 primarily due to a $128 million goodwill impairment charge in PS, intangible asset write-offs of $67 million and the decline in operating margins at each of our operating segments.

Financial Systems:

The FS operating margin was 20% for the year ended December 31, 2008, compared to 21% for the prior year period. The operating margin decline reflects the impact of the increase in revenue at one of our trading systems businesses which has an inherently lower margin, an increase in restructuring charges and an $11 million decrease in software license revenue.

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 extent and degree of price negotiation by our customers,

• 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 24% for the year ended December 31, 2008 compared to 26% for the year ended December 31, 2007. The operating margin decline is due to a $15 million decrease in software license fees.

The most important factors affecting the HE operating margin are:

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

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

• the extent and degree of price negotiation by our customers.

Public Sector:

The PS operating margin was 19% for the year ended December 31, 2008 compared to 20% for the year ended December 31, 2007. The operating margin decline is due primarily to the impact of significantly lower margins in the U.K. business and a $4 million decrease in software license fees.

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

• the extent and degree of price negotiation by our customers.

Availability Services:

The AS operating margin was 28% for the year ended December 31, 2008 compared to 30% for the year ended December 31, 2007, primarily due to facility expansions in both North America and Europe, which increased the fixed cost base in advance of anticipated revenue growth.

The most important factors affecting the AS operating margin are:

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

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• the timing and magnitude of equipment and facilities expenditures, and

• the trend toward availability solutions utilizing more dedicated resources.

The margin rate of the AS European business is inherently lower than the margin rate of the North American business due primarily to lower economies of scale in the distinct geographic markets served. However, the differential in the margins has narrowed over the past several years because of operational improvements in Europe and the growing proportion of managed services in North America.

Revenue:

Total revenue was $5.60 billion for the year ended December 31, 2008 compared to $4.90 billion for the year ended December 31, 2007. The increase in total revenue in 2008 is due primarily to organic revenue growth of approximately 10%, with trading volumes of one of our trading systems businesses adding $335 million or six percentage points to the growth rate. The broker/dealer revenue has remained uncharacteristically high and is a function of market volatility and customer mix. We expect this revenue to decline at some point but are unable to predict the timing. Organic revenue is defined as revenue from businesses owned for at least one year and further adjusted for the effects of businesses sold in the previous twelve months. 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 purchase accounting adjustments.

Services revenue, which is largely recurring in nature, includes revenue from availability services, processing services, software support and rentals, professional services, broker/dealer fees and hardware rentals. Services revenue increased to $5.08 billion from $4.36 billion, representing approximately 91% of total revenue in 2008 compared to 89% in 2007. The revenue increase of $719 million in 2008 was due primarily to organic revenue growth of $529 million, mostly in FS with $333 million coming from the broker/dealer mentioned above, and the impact of acquired revenue in FS and AS.

Professional services revenue was $961 million and $886 million in 2008 and 2007, respectively. The $75 million increase was due primarily to FS acquired and organic revenue.

Revenue from license and resale fees was $369 million and $396 million for the years ended December 31, 2008 and 2007, respectively, and includes software license revenue of $266 million and $293 million, respectively.

Financial Systems:

FS revenue was $3.08 billion for the year ended December 31, 2008 compared to $2.50 billion for the year ended December 31, 2007. Organic revenue growth was approximately 18% in 2008, with trading volumes of one of our trading systems businesses adding $335 million or 13 percentage points to the growth rate. The broker/dealer revenue has remained uncharacteristically high and is a function of market volatility and customer mix. We expect this revenue to decline at some point but are unable to predict the timing.

Professional services revenue increased $63 million or 11%. Revenue from license and resale fees included software license revenue of $204 million and $214 million, respectively, in 2008 and 2007.

Higher Education:

HE revenue was $540 million for the year ended December 31, 2008 compared to $543 million for the year ended December 31, 2007. Services revenue increased $18 million, primarily from increases in software support revenue. Professional services revenue was $146 million in 2008, an increase of $7 million. In 2008, longer sales cycles caused software license fees and resale fees to decline by $15 million and $6 million, respectively. HE organic revenue decreased 1% in 2008.

Public Sector:

PS revenue was $411 million for the year ended December 31, 2008 compared to $410 million for the year ended December 31, 2007. Excluding the impact of currency exchange rates, organic revenue increased approximately 2%. Increases in software support revenue and processing revenue were offset by a decrease in professional services. Software license fees were $25 million in 2008, a decrease of $4 million.

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Availability Services:

AS revenue was $1.57 billion for the year ended December 31, 2008 compared to $1.45 billion for the year ended December 31, 2007, an 8% increase. AS organic revenue increased approximately 3% in 2008. In North America, revenue grew 10% overall and 3% organically as strong growth in managed services was offset in part by a decrease in basic and advanced recovery services. Revenue from license and resale fees included software license revenue of $6 million, an increase of $3 million from the prior year. Revenue in Europe grew 4% overall and 9% excluding the impact of currency exchange rates.

Costs and Expenses:

Cost of sales and direct operating expenses as a percentage of total revenue was 49% and 46% for the years ended December 31, 2008 and 2007, respectively, largely the result of the higher volumes of the trading systems business previously mentioned. Also impacting the period were increased costs resulting from acquired businesses, an increase in FS and HE employee-related expenses supporting increased services revenue and an increase in AS facilities costs.

The increase in sales, marketing and administration expenses of $109 million was due primarily to increased costs resulting from acquired businesses, AS employee-related expenses and an insurance settlement in 2007, partially offset by decreases in HE and FS employee-related expenses and an unfavorable arbitration award in 2007 related to a customer dispute.

Because AS product development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. For the years ended December 31, 2008 and 2007, software development expenses were unchanged at 8% of revenue from software and processing solutions.

Depreciation and amortization as a percentage of total revenue was 5% for each of the years ended December 31, 2008 and 2007. The $27 million increase in 2008 was due primarily to capital expenditures supporting FS and AS and from the AS business acquired in the third quarter of 2007.

Amortization of acquisition-related intangible assets was 9% of total revenue for each of the years ended December 31, 2008 and 2007. Amortization of acquisition-related intangible assets increased $77 million in 2008 due primarily to the impact of recent acquisitions made by SunGard and a $57 million increase in impairment charges.

As a result of the change in the economic environment in the second half of 2008 and completion of the annual budgeting process, we reviewed our annual impairment test in December 2008 and concluded that the decline in expected future cash flows in one of our PS reporting units was sufficient to result in an impairment of goodwill of $128 million.

Interest expense was $599 million for the year ended December 31, 2008 compared to $645 million for the year ended December 31, 2007. The decrease is primarily due to interest rate decreases and the redemption of the senior floating rate notes in 2007, partially offset by the issuance of $500 million senior notes due 2015, a $500 million increase in the term loan and additional borrowings under our revolving credit facility.

Other expense increased $25 million in the year ended December 31, 2008 due primarily to increased foreign currency translation losses primarily related to our Euro denominated term loan and losses on Euros purchased in advance of and fees associated with unused alternative financing commitments for the acquisition of GL TRADE S.A. (“GL TRADE”), partially offset by $28 million of expense in 2007 associated with the early retirement of the $400 million of senior floating rate notes due 2013, of which $19 million represented the retirement premium paid to noteholders.

We believe that our overall effective income tax rate is typically between 38% and 40%. The effective income tax rates for 2008 and 2007 were -18% and 5%, respectively. The rate in 2008 reflects a nondeductible goodwill impairment charge as well as an increase to our income tax reserve for tax matters for open years, some of which are currently under audit. The rate in 2007 reflects a change in the mix of taxable income in various jurisdictions and limitations on our ability to utilize certain foreign tax credits.

Dividends on SCCII’s cumulative preferred stock were $157 million and $139 million for 2008 and 2007, respectively. The increase in the dividends is due to compounding since no dividends have been declared by SCCII.

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Year Ended December 31, 2007 Compared to Year Ended December 31, 2006

Income from Operations:

Our total operating margin increased from 12% in 2006 to 13% in 2007 because of improved performance within FS and HE.

Financial Systems:

The FS operating margin was 21% for the year ended December 31, 2007 compared to 20% for the prior year period. The $32 million increase in software license fees, improvement in the operating contribution from the growth in professional services revenue and operating leverage from other services revenue were partially offset by the impact of recently acquired businesses.

Higher Education:

The HE operating margin was 26% for the year ended December 31, 2007 compared to 24% for the year ended December 31, 2006. Income from operations increased $25 million in 2007 primarily due to a $15 million increase in resale fees, improved operating profit contribution from services revenue, and a $4 million increase in software license fees.

Public Sector:

The PS operating margin was 20% for the year ended December 31, 2007, unchanged from the prior year period. Income from operations increased $5 million in 2007 primarily due to a $3 million increase in software license fees.

Availability Services:

The AS operating margin was 30% for the year ended December 31, 2007, unchanged from the prior year period. Income from operations increased $16 million in 2007 primarily due to improved operating profit contribution.

Revenue:

Total revenue was $4.90 billion for the year ended December 31, 2007 compared to $4.32 billion for the year ended December 31, 2006. The increase in total revenue in 2007 is due primarily to organic revenue growth of approximately 11%, with trading volumes of one of our trading systems businesses adding three percentage points to the growth rate and changes in currency exchange rates adding approximately two percentage points overall. Excluding these items, organic growth would have been 6%.

Services revenue increased to $4.36 billion from $3.87 billion, representing approximately 89% of total revenue in 2007 compared to 90% in 2006. The revenue increase of $494 million in 2007 was due to organic revenue growth of $391 million across all segments and the impact of acquired revenue in FS.

Professional services revenue was $886 million and $767 million in 2007 and 2006, respectively. The $119 million increase was due primarily to FS organic and acquired revenue.

Revenue from license and resale fees was $396 million and $342 million for the years ended December 31, 2007 and 2006, respectively, and includes software license revenue of $293 million and $255 million, respectively.

Financial Systems:

FS revenue was $2.50 billion for the year ended December 31, 2007 compared to $2.07 billion for the year ended December 31, 2006. Organic revenue growth was approximately 17% in 2007, with trading volumes of one of our trading systems businesses adding $121 million or five percentage points to the growth rate, which exceeded our expectations for the year and the future. Excluding this business, organic revenue growth was approximately 12% in 2007.

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Professional services had the most significant contribution to overall FS growth, having increased $133 million or 29%. Revenue from license and resale fees included software license revenue of $214 million and $182 million, respectively, in 2007 and 2006.

Higher Education:

HE revenue was $543 million for the year ended December 31, 2007 compared to $498 million for the year ended December 31, 2006. Services revenue increased $26 million. In 2007, resale fees were $51 million, an increase of $15 million, and software license fees were $47 million, an increase of $4 million. HE organic revenue growth was approximately 9% in 2007.

Public Sector:

PS revenue was $410 million for the year ended December 31, 2007 compared to $395 million for the year ended December 31, 2006, an increase of 4%, with changes in currency exchange rates adding approximately five percentage points. Organic revenue declined approximately 2%. Software license fees were $28 million in 2007, an increase of $3 million.

Availability Services:

AS revenue was $1.45 billion for the year ended December 31, 2007 compared to $1.36 billion for the year ended December 31, 2006, a 7% increase. AS organic revenue increased approximately 4% in 2007. In North America revenue grew 4% overall and 1% organically as strong growth in managed services was offset by a net decrease in basic and advanced recovery services. Revenue in Europe grew 17%, 8% excluding the impact of currency exchange rates.

Costs and Expenses:

Cost of sales and direct operating expenses as a percentage of total revenue remained unchanged at 46% for each of the years ended December 31, 2007 and 2006. The increase of $288 million was due primarily to an increase in FS employee-related and consultant expenses supporting increased services revenue and increased costs related to the higher volumes in one of our trading systems businesses.

Sales, marketing and administration expenses remained unchanged as a percentage of total revenue at 21% for each of the years ended December 31, 2007 and 2006. The increase of $128 million was due primarily to FS businesses acquired in the last twelve months and an unfavorable arbitration award related to a customer dispute, partially offset by reduced stock compensation expense and an insurance settlement.

Because AS product development costs are insignificant, it is more meaningful to measure product development expense as a percentage of revenue from software and processing solutions. For the years ended December 31, 2007 and 2006, software development expenses were 8% and 9% of revenue from software and processing solutions, respectively.

Depreciation and amortization as a percentage of total revenue was 5% and 6% for the years ended December 31, 2007 and 2006, respectively. The $13 million increase in 2007 was due primarily to capital expenditures supporting AS.

Amortization of acquisition-related intangible assets was 9% of total revenue for each of the years ended December 31, 2007 and 2006. Amortization of acquisition-related intangible assets increased $39 million in 2007 due primarily to the impact of recent acquisitions made by SunGard and an impairment charge of $10 million.

Interest expense was $645 million for the year ended December 31, 2007 compared to $656 million for the year ended December 31, 2006. The decrease is primarily due to a lower effective interest cost due to the refinancing of our term loan facility in February 2007, partially offset by the additional borrowing on our Term loan prior to the early retirement of the senior floating rate notes and an increase in average borrowings under the revolving credit facility.

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Other expense increased $39 million in the year ended December 31, 2007 due primarily to $28 million of expense associated with the early retirement of the $400 million of senior floating rate notes due 2013, of which $19 million represented the retirement premium paid to noteholders.

We believe that our overall effective income tax rate is typically between 38% and 40%. The effective income tax rates for 2007 and 2006 were 5% and 15%, respectively. The lower rates in 2007 and 2006 reflect the combination of our overall net loss in each year, limitations on our ability to utilize foreign tax credits resulting from the large amount of interest expense and, in 2007, changes in enacted tax rates in certain state and foreign jurisdictions. The result is a lower income tax benefit in each of 2007 and 2006 than would otherwise be expected.

Dividends on SCCII’s cumulative preferred stock were $139 million and $124 million in 2007 and 2006, respectively. The increase in the dividends is due to compounding since no dividends have been declared by SCCII.

Liquidity and Capital Resources:

At March 31, 2009, cash and equivalents were $491 million, a decrease of $484 million from December 31, 2008. Cash flow used in operations was $72 million in the three months ended March 31, 2009 compared to cash flow provided by operations of $28 million in the three months ended March 31, 2008. The decrease in cash flow from operations is due primarily to an $84 million increase in working capital requirements related to lower deferred revenue balances and higher requirements for the clearing broker/dealer.

Net cash used in investing activities was $90 million in the three months ended March 31, 2009, comprised of cash paid for property and equipment and other assets, one business acquired in our PS segment and payment of a contingent purchase obligation.

Net cash used in financing activities was $316 million for the three months ended March 31, 2009, primarily related to repayment at maturity of the $250 million senior notes, repayment of $275 million of borrowings under the revolving credit facility, partially offset by cash received from the new receivables facility (net of associated fees). At March 31, 2009, there was $225 million outstanding under our revolving credit facility and $250 million outstanding under the receivables facility. During the three months ended March 31, 2009, we entered into interest rate swap agreements, with an aggregate notional amount of $1.2 billion, which expire in February 2012 under which we pay fixed interest payments (at 1.78%) for the term of the swaps and, in turn, receive variable interest payments based on LIBOR.

At March 31, 2009, contingent purchase price obligations that depend upon the operating performance of certain acquired businesses could total $54 million, of which $4 million could be due in the next 12 months. Of this amount, we currently expect to pay approximately $1 million. We also have outstanding letters of credit and bid bonds that total approximately $27 million.

At March 31, 2009, we have outstanding $8.56 billion in aggregate indebtedness, with additional borrowing capacity of $755 million under our revolving credit facility (after giving effect to outstanding letters of credit). In May 2009, we increased the size of our receivables facility by $66.5 million.

We expect our cash flows from operations, combined with availability under our revolving credit facility and receivables facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes the next 12 months.

At December 31, 2008, cash and cash equivalents were $975 million, an increase of $548 million from December 31, 2007, while availability under our revolving credit facility decreased $458 million to $483 million. Early in 2009, $250 million was used to repay the senior notes due 2009.

Cash flow from operations was $384 million in the year ended December 31, 2008 compared to cash flow from operations of $689 million in the year ended December 31, 2007. The decrease in cash flow from operations is due primarily to increased working capital needed to replace the liquidity provided by the terminated accounts receivable securitization program, higher income tax payments and higher incentive compensation payments, partially offset by lower interest payments and improvement in earnings before interest, taxes, depreciation and amortization and goodwill impairment (“EBITDA” as defined and calculated below).

Net cash used in investing activities was $1.1 billion in 2008 and $564 million in 2007. We spent $721 million for six acquisitions during 2008, including $546 million for the acquisition of GL TRADE in our FS business, and $265 million for eleven acquisitions during 2007, including $161 million for the acquisition of VeriCenter in our AS business. Capital expenditures were $392 million in 2008 and $307 million in 2007.

Net cash provided by financing activities was $1.3 billion in 2008, the proceeds of which were used to fund the acquisition of GL TRADE, replace the liquidity provided by the terminated accounts receivable securitization facility and repay $250 million of senior notes due in January 2009.

In September 2008 the Credit Agreement was amended to increase the amount of our term loan borrowings under the Credit Agreement by $500 million (“Incremental Term Loan”), and we issued at a $6 million discount $500 million aggregate principal amount of 10.625% Senior Notes due 2015.

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 LIBOR (2.39% at December 31, 2008). 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, 2008 follows:

Inception	Maturity	Notional Amount (in millions)		Interest rate paid		Interest rate received
November 2005	February 2009	$	800	4.85	%	LIBOR
February 2006	February 2011	$	800	5.00	%	LIBOR
January 2008	February 2011	$	750	3.17	%	LIBOR
February 2008	February 2010	$	750	2.71	%	LIBOR
Total/Weighted average interest rate		$	3,100	3.96	%

In early 2009, we entered into 3-year interest rate swaps that expire in February 2012 for an aggregate notional amount of $1.2 billion under which we pay fixed interest payments (at 1.78%) for the term of the swaps, and in turn, receive variable interest payments based on LIBOR.

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At December 31, 2008, contingent purchase price obligations that depend upon the operating performance of certain acquired businesses could total $71 million, $20 million of which could be due in the next 12 months. We also have outstanding letters of credit and bid bonds that total approximately $25 million.

We are highly leveraged and our debt service requirements are significant. At December 31, 2008, our total indebtedness was $8.87 billion and we had $483 million available for borrowing under the revolving credit facility, after giving effect to certain outstanding letters of credit. In addition, at December 31, 2008, we had outstanding $77 million under our $450 million off-balance sheet accounts receivable securitization program that was terminated in December 2008. We funded the $77 million outstanding during January 2009 with collections of receivables previously sold into the facility and repaid the $250 million senior notes that matured in January 2009.

At December 31, 2008, our contractual obligations follow (in millions):

	Total		2009		2010 – 2011		2012 – 2013		2014 and After
Short-term and long-term debt(1)	$	8,901	$	322	$	625	$	5,730	$	2,224
Interest payments(2)		2,907		563		1,091		919		334
Operating leases		942		198		291		200		253
Purchase obligations(3)		151		89		51		8		3
	$	12,901	$	1,172	$	2,058	$	6,857	$	2,814

(1) The senior notes due 2014 and the senior notes due 2015 are recorded at $230 million and $494 million, respectively, as of December 31, 2008, reflecting the remaining unamortized discount caused by the Transaction. The $26 million discount at December 31, 2008 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 unhedged portion of the US$ term loan facility ($849 million at 3.58% at December 31, 2008), the euro denominated portion of the term loan facility ($181 million at 4.71% at December 31, 2008) and pound sterling denominated portion of the term loan facility ($119 million at 4.52% at December 31, 2008), the revolving credit facility ($500 million at 3.1%) and the Incremental Term Loan ($499 million at 6.75%). See Note 5 to Notes to Consolidated Financial Statements. The swap agreements put in place in early 2009 will increase the amount of interest payments in the table above by $2 million in 2009 and $5 million in 2010-2011.

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

We expect our cash on hand, cash flows from operations and availability under our revolving credit facility to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes 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.

Receivables Facility

Overview

On March 27, 2009, SunGard AR Financing LLC, a newly-formed wholly-owned, bankruptcy-remote, special purpose financing subsidiary (“Financing”) of SunGard entered into a syndicated receivables facility with each of the financial institutions signatory thereto from time to time, as the Lenders and General Electric Capital Corporation, as a Lender, as the Swing Line Lender and as administrative agent (the “Receivables Facility”). The initial maximum commitment under the Receivables Facility is $250 million of which approximately $107 million is on a revolving basis and the balance is a term loan. The Receivables Facility has a term of three years.

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Subject to obtaining the commitment of additional lenders, and the satisfaction of other customary conditions, the Receivables Facility may be increased up to a maximum amount of $500 million.

In May 2009, SunGard increased the size of its receivables facility by $66.5 million.

The full amount of the initial availability under the Receivables Facility was borrowed as of March 30, 2009. Subsidiaries of SunGard that participate in the Receivables Facility (“Sellers”) transfer their receivables as a true sale to Financing pursuant to the Receivables Sale Agreement dated as of March 27, 2009 (the “Receivables Sale Agreement”) and without recourse except for recourse for breaches of customary representations and warranties related to the receivables. Additional subsidiaries of SunGard may become parties to the Receivables Facility, subject to the satisfaction of specified conditions. Upon becoming parties, receivables originated by these subsidiaries will be included in the receivables balance eligible for funding under the Receivables Facility and will be included in the calculation of available funding thereunder.

Availability of funding under the Receivables Facility depends primarily upon the outstanding trade accounts receivable balance of the Sellers. Aggregate availability is determined by using a formula that reduces the gross receivables balance by factors that take into account historical default and dilution rates, excessive concentrations and average days outstanding and the costs of the facility.

Interest Rates and Fees

Under the Receivables Facility, Financing is generally required to pay interest on the amount of each advance at the one month LIBOR rate, adjusted for statutory reserves, plus 4.50% per annum. Financing is required to pay a fee on the unused portion of the Receivables Facility of 1.00% per annum, payable monthly in arrears. In addition, SunGard, acting as the initial receivables servicer, services, administers and collects receivables transferred pursuant to the Receivables Facility. Under the Receivables Facility, SunGard receives a monthly servicing fee of 1.00% per annum of the daily average outstanding balance of the receivables under such facility, payable monthly in arrears by Financing.

The Receivables Facility may be terminated for material breaches of representations and warranties, bankruptcies of any Seller, the collection agent or Financing, a default by any Seller or Financing in the performance of any payment required to be made under the transaction documents, a merger or similar transaction involving Financing, cross acceleration under our other facilities, a change of control affecting SunGard, and a failure to maintain a minimum fixed charge coverage ratio, among other reasons.

Guaranty and Security

SunGard unconditionally guarantees the performance of the Sellers’ obligations under the Receivables Sale Agreement. All obligations under the Receivables Facility are secured by the receivables purchased by Financing under the Receivables Sale Agreement.

The Transaction

As a result of the Transaction (August 11, 2005), we are highly leveraged and our debt service requirements are significant. Below is a summary of SunGard’s debt instruments.

Senior Secured Credit Facilities

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.

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

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We are 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 March 2013, with the remaining amount payable in May 2013, provided, however, that such date will automatically become February 2014 if all the Senior Notes due 2013 are extended, renewed or refinanced on or prior to May 15, 2013.

The senior secured credit facilities also require us 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 our 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.

Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity in August 2011. As of March 31, 2009, we had $755 million available under the revolving credit facility, after giving effect to certain letters of credit.

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 March 31, 2009 was 6.75%.

The senior secured credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our (and most or all of our 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 our lines of business, sell assets and engage in mergers or consolidations. In addition, under the senior secured credit facilities, we are required to satisfy certain total leverage and interest coverage ratios. We were in compliance with all covenants at March 31, 2009.

2009 Amendment to the Senior Secured Credit Agreement

On June 9, 2009, we entered into an amendment to the Credit Agreement (“Amended Credit Agreement”) which, among other things, (a) extends the maturity date of $2.5 billion of its dollar-denominated term loans, £40 million of pound sterling-denominated term loans, and €120 million of euro-denominated term loans to February 28, 2016, (b) reduces existing revolving credit commitments to $829 million and extends the termination date of $580 million of revolving credit commitments to May 11, 2013, and (c) amends certain other provisions of the Credit Agreement, including provisions relating to negative covenants and financial covenants.

Interest rate spreads with respect to the extended term loans and interest rate spreads (and letter of credit fees) with respect to the 2013 revolving credit facility will be the applicable rate as set forth in the Amended Credit Agreement and may change subject to attaining certain leverage ratios. All other interest rate spreads and fees remain unchanged.

Based on the leverage ratio for the period ended March 31, 2009, the current interest spread for extended LIBOR based loans is 3.625% and for 2013 revolving credit loans is 3.25%. The commitment fee on the daily unused portion of the 2013 revolving credit commitments is 0.75%.

Senior Notes due 2009 and 2014

On January 15, 2004, we 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 are 4.875% notes due 2014, which are subject to certain standard covenants. As a result of the Transaction, 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 and 2015 and senior subordinated notes due 2015. The senior notes due 2014 are recorded at $231 million as of March 31, 2009, reflecting the remaining unamortized discount caused by the Transaction. The $19 million discount will be amortized and included in interest expense.

Senior Notes due 2013 and 2015 and Senior Subordinated Notes due 2015

The senior notes due 2013 and 2015 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, 100% wholly owned subsidiaries of SunGard.

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 2014 and the senior notes due 2013 and 2015. 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.

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The senior notes due 2013 and 2015 and senior subordinated notes due 2015 are redeemable in whole or in part, at our 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, we are 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 2013 and 2015 and senior subordinated notes due 2015 contain a number of covenants that restrict, subject to certain exceptions, our ability and the ability of our restricted subsidiaries to incur additional indebtedness 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 2013 and 2015 or senior subordinated notes due 2015, as applicable, sell certain assets, consolidate, merge, sell or otherwise dispose of all or substantially all of our assets and designate our subsidiaries as unrestricted subsidiaries.

The senior notes due 2015 contain registration rights by which SunGard has agreed to use its reasonable 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 2015.

If SunGard fails to meet this target (a “registration default”) with respect to the senior notes due 2015, the annual interest rate on the senior notes due 2015 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 2015, the applicable interest rate on such senior notes due 2015 will revert to the original level.

Off-Balance Sheet Debt—Accounts Receivable Securitization Program

In December 2008, we terminated our accounts receivable securitization program. Under the 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. We serviced the receivables and charged a monthly servicing fee at market rates. The third-party conduits were sponsored by certain lenders under our senior secured credit facilities.

Sales of receivables under the facility qualified as sales under applicable accounting pronouncements. Accordingly, receivables totaling $363 million net of applicable allowances, and the corresponding borrowings, totaling $77 million, are excluded from our consolidated balance sheet as of December 31, 2008. Our retained interest in these receivables is $285 million as of December 31, 2008. Expenses associated with the receivables facilities totaled $25 million for 2008, which related to the loss on sale of the receivables and the discount on retained interest, and is recorded in other income (expense) in our consolidated statements of operations. The 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 based on the present value of expected cash flows.

On March 27, 2009, we entered into a new accounts receivable securitization program (see Liquidity and Capital Resources—Receivables Facility).

Covenant Compliance

Our senior secured credit facilities and the indentures governing our senior notes due 2013 and 2015 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,

• make certain investments,

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• 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 March 31, 2009, we are in compliance with the 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 meet those ratios and tests. A breach of any of these covenants could result in a default under the senior secured credit facilities. Upon the occurrence of an event of default under the senior secured credit facilities, the lenders could elect to declare all amounts outstanding under the senior secured credit facilities to be immediately due and payable and terminate all commitments to extend further credit.

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 2013 and 2015 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 non-cash, extraordinary, unusual or non-recurring 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 of SunGard as defined in our debt agreements. SCC and SCCII are neither parties nor guarantors to the debt agreements. The terms and related calculations are defined in the indentures.

	Year ended December 31,									Three Months Ended March 31,						Last Twelve Months March 31, 2009
(in millions)	2006			2007			2008			2008			2009
										(unaudited)			(unaudited)			(unaudited)
Net loss of SunGard	$	(118	)	$	(60	)	$	(242	)	$	(22	)	$	(34	)	$	(254	)
Interest expense, net		642			626			581			143			150			588
Taxes		(21	)		(3	)		38			(18	)		(9	)		47
Depreciation and amortization		637			689			793			179			193			807
Goodwill impairment charge		—			—			128			—			—			128
EBITDA		1,140			1,252			1,298			282			300			1,316
Purchase accounting adjustments(1)		(2	)		14			39			11			5			34
Non-cash charges(2)		41			37			35			6			9			38
Unusual or non-recurring items(3)		30			43			68			1			4			71
Acquired EBITDA, net of disposed EBITDA(4)		—			12			57			(2	)		—			38
Pro forma expense savings related to acquisitions(5)		—			—			17			—			1			14
Other(6)		16			38			76			20			1			55
Adjusted EBITDA—Senior Secured Credit Facilities		1,225			1,396			1,590			318			320			1,566
Loss on sale of receivables(7)		29			29			25			4			—			21
Adjusted EBITDA—Senior Notes due 2013 and 2015 and Senior Subordinated Notes due 2015	$	1,254		$	1,425		$	1,615		$	322		$	320		$	1,587

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

(2) Non-cash charges include stock-based compensation resulting from stock-based compensation accounted for under SFAS 123R (see Note 9 of Notes to Consolidated Financial Statements for the fiscal year ended December 31, 2008 included elsewhere herein and Note 7 of Notes to Consolidated Financial Statements for the three months ended March 31, 2009 included elsewhere herein) and loss on the sale of assets.

(3) Unusual or non-recurring items include debt refinancing costs, severance and related payroll taxes, an unfavorable arbitration award related to a customer dispute, an insurance recovery 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) Other includes 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 accounts receivable securitization facility (terminated in December 2008).

(7) The loss on sale of receivables under the 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 2013 and 2015 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 twelve months ended March 31, 2009 are as follows:

	Covenant Requirements	Actual Ratios
Senior secured credit facilities(1)
Minimum Adjusted EBITDA to consolidated interest expense ratio	1.65x	2.67x
Maximum total debt to Adjusted EBITDA	6.75x	5.04x
Senior Notes due 2013 and 2015 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	2.69x

(1) Our senior secured credit facilities require us to maintain an Adjusted EBITDA to consolidated interest expense ratio starting at a minimum of 1.65x for the four-quarter period ended December 31, 2008 and increasing over time to 1.70x by the end of 2009, to 1.80x by the end of 2010 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 non-cash or nonrecurring interest expense and the elimination of interest expense and fees associated with our receivables facility. Beginning with the four-quarter period ending December 31, 2008, we are required to maintain a consolidated total debt to Adjusted EBITDA ratio of 6.75x and decreasing over time to 6.25x by the end of 2009 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 March 31, 2009, we had $4.72 billion outstanding under our term loan facilities and available commitments of $755 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 2013 and 2015 and the Senior Subordinated Notes due 2015 as consolidated interest expense less interest income, adjusted for acquisitions, and further adjusted for non-cash interest and the elimination of interest expense and fees associated with our accounts receivable securitization program.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:

In April 2009, the Financial Accounting Standards Board (“FASB”) issued FSP FAS 107-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1”). FSP 107-1 increases the frequency of fair value disclosures from annual only to quarterly, in an effort to provide financial statement users with more timely and transparent information about the effects of current market conditions on financial instruments. FSP 107-1 is effective as of April 1, 2009. The Company is evaluating the impact of this standard but does not expect it to have a material impact on the consolidated financial statements.

In December 2007, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 141R, Business Combinations, (“SFAS 141R”), which changes accounting principles for business acquisitions. SFAS No. 141R requires the recognition of all the assets acquired and liabilities assumed in the transaction based on the acquisition-date fair value. Certain provisions of this standard will, among other things, impact the determination of consideration paid or payable in a business combination and change accounting practices for transaction costs, acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets, and tax benefits. SFAS No. 141R is effective for business combinations and adjustments to all acquisition-related deferred tax asset and liability balances occurring after December 31, 2008. This standard could have a significant impact on our consolidated financial statements.

In December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). The objective of SFAS 160 is to improve the relevance, comparability and transparency of the financial information that a reporting entity provides in its consolidated

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financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective January 1, 2009. The financial statements included in this filing are prepared in accordance with SFAS 160 and all prior period information has been retrospectively adjusted.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 is intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS 161 is effective as of January 1, 2009. We do not expect the adoption of SFAS 161 to have a material impact on the consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). FSP 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other GAAP. FSP 142-3 is effective as of January 1, 2009. We do not expect the adoption of FSP 142-3 to have a material impact on the consolidated financial statements.

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, Accounting for Defensive Intangible Assets (“EITF 08-7”). EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. We do not expect the adoption of EITF 08-7 to have a material impact on the consolidated financial statements.

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, with a substantial portion having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

At March 31, 2009, we had total debt of $8.56 billion, including $5.20 billion of variable rate debt. We have entered into interest rate swap agreements which fixed the interest rates for $3.5 billion of our variable rate debt. Swap agreements with a notional value of $800 million effectively fix our interest rates at 5.00% and expire in February 2011. Swap agreements expiring in February 2010 and 2011 each have a notional value of $750 million and, effectively, fix our interest rates at 2.71% and 3.17%, respectively. Swap agreements expiring in February 2012 have a notional value of $1.2 billion and effectively fix our interest rates at 1.78%. Our remaining variable rate debt of $1.70 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 $17 million per year. Upon the expiration of each interest rate swap agreement in February 2010, February 2011 and February 2012, a 1% change in interest rates would result in a change in interest of approximately $25 million, $40 million and $52 million per year, respectively.

At December 31, 2008, we had total debt of $8.87 billion, including $5.25 billion of variable rate debt. We entered into interest rate swap agreements which fixed the interest rates for $3.1 billion of our variable rate debt. Our swap agreements each have notional values of $800 million or $750 million (see table above), and effectively fix our interest rates at a weighted average rate of 3.96%, and expire in February 2009, 2010 or 2011. In early 2009, we entered into additional three-year interest rate swap agreements for a notional amount of $1.2 billion, under which we are required to pay a stream of fixed rate interest payments of 1.78%, and in turn, receive variable interest payments based on LIBOR. After the early 2009 activity, our remaining variable rate debt of $1.75 billion is subject to changes in underlying interest rates and our interest payments will also change as a result of market changes. During the period when our interest rate swap agreements are effective, a 1% change in interest rates would result in a change in interest of approximately $17 million per year. Upon the expiration of interest rate swap agreements in February 2010, 2011 and 2012, a 1% change in interest rates would result in a change in interest of approximately $25 million, $40 million and $52 million per year, respectively. See Note 5 of Notes to Consolidated Financial Statements.

In addition, at December 31, 2008, one of our U.K. subsidiaries, whose functional currency is the pound sterling, has $181 million of debt which is denominated in euros. A 10% change in the euro-pound sterling exchange rate would result in a charge or credit in the statement of operations of approximately $19 million.

During 2008, approximately 29% of our revenue was from customers outside the United States with approximately 76% 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.

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ITEM 3. PROPERTIES

We lease space, primarily for availability services facilities, data centers, sales offices, customer support offices and administrative offices, in many locations worldwide. We also own some of our computer and office facilities. Our principal facilities include our leased availability services facilities in Philadelphia, Pennsylvania (640,000 square feet), Carlstadt, New Jersey (578,600 square feet), and Hounslow, England (195,000 square feet) and include our financial systems application service provider centers in Voorhees, New Jersey, Birmingham, Alabama, Burlington, Massachusetts, Hopkins, Minnesota and Ridgefield, New Jersey. We believe that our leased and owned facilities are adequate for our present operations.

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Beneficial Ownership

The following table presents information regarding beneficial ownership of the equity securities of SunGard Capital Corp. and SunGard Capital Corp. II as of April 15, 2009 by each person who is known by us to beneficially own more than 5% of the equity securities of SunGard Capital Corp. and SunGard Capital Corp. II, by each of our directors, by each of the Named Executive Officers (defined below in Item 6), and by all of our directors and executive officers as a group.

Name of Beneficial Owner	Number of Shares Beneficially Owned(1)			Percent of Classes(2)
	Class A Common	Class L Common	Preferred
Bain Funds(3)	34,849,657	3,872,184	1,340,371	13.70	%
Blackstone Funds(4)	34,849,657	3,872,184	1,340,371	13.70	%
GS Limited Partnerships(5)	28,393,651	3,154,850	1,092,063	11.16	%
KKR Funds(6)	34,849,657	3,872,184	1,340,371	13.70	%
Providence Equity Funds(7)	21,295,238	2,366,138	819,048	8.37	%
Silver Lake Funds(8)	34,488,546	3,832,061	1,326,483	13.55	%
TPG Funds(9)	34,849,657	3,872,184	1,340,371	13.70	%
James E. Ashton III(10) (Named Executive Officer)	762,326	84,691	29,320	—
Chinh E. Chu(4)(11) (director)	34,849,657	3,872,184	1,340,371	13.70	%
Cristóbal Conde(10) (director and Named Executive Officer)	4,270,926	474,456	164,266	1.68	%
John Connaughton(3)(12) (director)	—	—	—	—
Harold C. Finders(10) (Named Executive Officer)	416,882	46,308	16,034	—
James H. Greene, Jr.(6)(13) (director)	34,849,657	3,872,184	1,340,371	13.70	%
Glenn H. Hutchins(8)(14) (director)	34,488,546	3,832,061	1,326,483	13.55	%
James L. Mann (director)	77,544	8,444	2,923	—
John Marren(15) (director)	—	—	—	—
Sanjeev Mehra(5)(16) (director)	28,393,651	3,154,850	1,092,063	11.16	%
Michael K. Muratore (Named Executive Officer)	1,558,362	173,115	59,937	—
Julie Richardson(7)(17) (director)	21,295,238	2,366,138	819,048	8.37	%
Michael J. Ruane(10) (Named Executive Officer)	1,124,472	124,921	43,249	—
All 21 directors and executive officers as a group(10)(11)(12)(13)(14)(15)(16)(17)(18)	200,390,266	22,299,475	7,719,115	78.86	%

(1) Includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each stockholder named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned.

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(2) Unless otherwise indicated, the beneficial ownership of any named person does not exceed, in the aggregate, one percent of the outstanding equity securities of SunGard Capital Corp. and SunGard Capital Corp. II on April 15, 2009, as adjusted as required by applicable rules.

(3) Includes (i) 34,693,273 Class A shares and 3,801,832 Class L shares of common stock of SunGard Capital Corp. and 1,313,076 shares of preferred stock of SunGard Capital Corp. II held by Bain Capital Integral Investors, LLC (“Bain Integral”), whose administrative member is Bain Capital Investors, LLC (“BCI”); and (ii) 156,384 Class A shares and 70,352 Class L shares of common stock of SunGard Capital Corp. and 27,295 shares of preferred stock of SunGard Capital Corp. II held by BCIP TCV, LLC (“BCIP TCV” and, together with Bain Integral, the “Bain Funds”), whose administrative member is BCI. The address of each of the entities listed in this footnote is c/o Bain Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.

(4) Includes (i) 18,317,228 Class A shares and 2,035,248 Class L shares of common stock of SunGard Capital Corp. and 704,509 shares of preferred stock of SunGard Capital Corp. II held by Blackstone Capital Partners IV L.P. (“BCP IV”), whose general partner is Blackstone Management Associates IV L.L.C. (“BMA IV”); (ii) 289,253 Class A shares and 32,139 Class L shares of common stock of SunGard Capital Corp. and 11,125 shares of preferred stock of SunGard Capital Corp. II held by Blackstone Capital Partners IV-A L.P. (“BCP IV-A”), whose general partner is BMA IV; (iii) 810,541 Class A shares and 90,060 Class L shares of common stock of SunGard Capital Corp. and 31,175 shares of preferred stock of SunGard Capital Corp. II held by Blackstone Family Investment Partnership IV-A L.P. (“BFIP IV-A”), whose general partner is BMA IV; (iv) 66,204 Class A shares and 7,356 Class L shares of common stock of SunGard Capital Corp. and 2,546 shares of preferred stock of SunGard Capital Corp. II held by Blackstone Participation Partnership IV L.P. (“BPP IV”), whose general partner is BMA IV; (v) 14,444,444 Class A shares and 1,604,938 Class L shares of common stock of SunGard Capital Corp. and 555,556 shares of preferred stock of SunGard Capital Corp. II held by Blackstone GT Communications Partners L.P. (“BGTCP”), whose general partner is Blackstone Communications Management Associates I L.L.C. (“BCMA IV”); and (vi) 921,986 Class A shares and 102,443 Class L shares of common stock of SunGard Capital Corp. and 35,461 shares of preferred stock of SunGard Capital Corp. II held by Blackstone Family Communications Partnership L.P. (“BFCP” and, collectively with BCP IV, BCP IV-A, BFIP IV-A, BPP IV and BGTCP, the “Blackstone Funds”), whose general partner is BCMA IV. Messrs. Peter G. Peterson and Stephen A. Schwarzman are the founding members of BMA IV and BCMA IV and as such may be deemed to share beneficial ownership of the shares held or controlled by the Blackstone Funds. Each of BMA IV and BCMA IV and Messrs. Peterson and Schwarzman disclaims beneficial ownership of such shares. The address of each of the entities listed in this footnote is c/o The Blackstone Group, L.P., 345 Park Avenue, New York, New York 10154.

(5) The Goldman Sachs Group, Inc., which we refer to as GS Group, Goldman, Sachs & Co., which we refer to as Goldman Sachs, and certain of their affiliates may be deemed to own beneficially and indirectly Class A shares and Class L shares of common stock of SunGard Capital Corp. and shares of preferred stock of SunGard Capital Corp. II which are owned directly or indirectly by investment partnerships of which affiliates of Goldman Sachs and GS Group are the general partner, managing limited partner or managing partner. We refer to these investment partnerships as the GS Limited Partnerships. Goldman Sachs is an affiliate of each of, and investment manager for certain of, the GS Limited Partnerships. GS Group, Goldman, Sachs and the GS Limited Partnerships share voting power and investment power with certain of their respective affiliates. The GS Limited Partnerships and their respective beneficial ownership of shares of SunGard Capital Corp. and SunGard Capital Corp. II include: (i) 8,034,125 Class A shares and 892,681 Class L shares of common stock of SunGard Capital Corp. and 309,005 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners 2000, L.P.; (ii) 2,552,674 Class A shares and 283,630 Class L shares of common stock of SunGard Capital Corp. and 98,180 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners 2000 Employee Fund, L.P.; (iii) 2,919,293 Class A shares and 324,366 Class L shares of common stock of SunGard Capital Corp. and 112,281 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners 2000 Offshore, L.P.; (iv) 354,921 Class A shares and 39,436 Class L shares of common stock of SunGard Capital Corp. and 13,651 shares of preferred stock of SunGard Capital Corp. II held by Goldman Sachs Direct Investment Fund 2000, L.P.; (v) 335,812 Class A shares and 37,312 Class L shares of common stock of SunGard Capital Corp. and 12,916 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners 2000 GmbH & Co. Beteiligungs KG; (vi) 7,475,480 Class A shares and 830,609 Class L shares of common stock of SunGard Capital Corp. and 287,518 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners V Fund, L.P.; (vii) 3,861,537 Class A shares and 429,060 Class L shares

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of common stock of SunGard Capital Corp. and 148,521 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners V Offshore Fund, L.P.; (viii) 296,373 Class A shares and 32,930 Class L shares of common stock of SunGard Capital Corp. and 11,399 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners V GmbH & Co. KG; and (ix) 2,563,436 Class A shares and 284,826 Class L shares of common stock of SunGard Capital Corp. and 98,594 shares of preferred stock of SunGard Capital Corp. II held by GS Capital Partners V Institutional, L.P. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the shares owned directly and indirectly by the GS Limited Partnerships, except to the extent of their pecuniary interest therein, if any. The address for GS Group, Goldman Sachs and the GS Limited Partnerships is 85 Broad Street, New York, New York 10004.

(6) Includes (i) 33,937,852 Class A shares and 3,770,872 Class L shares of common stock of SunGard Capital Corp. and 1,305,302 shares of preferred stock of SunGard Capital Corp. II held by KKR Millennium Fund L.P. (“KKR Millennium Fund”), whose general partner is KKR Associates Millennium L.P., whose general partner is KKR Millennium GP LLC; and (ii) 911,806 Class A shares and 101,312 Class L shares of common stock of SunGard Capital Corp. and 35,069 shares of preferred stock of SunGard Capital Corp. II held by KKR Partners III, L.P. (“KKR III” and, together with KKR Millennium Fund, the “KKR Funds”), whose general partner is KKR III GP LLC. Messrs. Henry R. Kravis, George R. Roberts, James H. Greene, Jr., Paul E. Raether, Michael W. Michelson, Perry Golkin, Johannes P. Huth, Todd A. Fisher, Alexander Navab, Marc Lipschultz, Jacques Garaialde, Reinhard Gorenflos, Michael M. Calbert and Scott C. Nuttall, as members or managing members of KKR Millennium GP LLC and KKR III GP LLC, may be deemed to share beneficial ownership of any shares beneficially owned by KKR Millennium GP LLC and KKR III GP LLC, respectively, but disclaim such beneficial ownership except to the extent of their pecuniary interest therein. The address of each of the entities listed in this footnote is c/o Kohlberg Kravis Roberts & Co. L.P., 9 West 57th Street, New York, New York 10019.

(7) Includes (i) 18,390,397 Class A shares and 2,043,377 Class L shares of common stock of SunGard Capital Corp. and 707,323 shares of preferred stock of SunGard Capital Corp. II held by Providence Equity Partners V LP (“PEP V”), whose general partner is Providence Equity GP V LP, whose general partner is Providence Equity Partners V L.L.C. (“PEP V LLC”); and (ii) 2,904,841 Class A shares and 322,760 Class L shares of common stock of SunGard Capital Corp. and 111,725 shares of preferred stock of SunGard Capital Corp. II held by Providence Equity Partners V-A LP (“PEP V-A” and, together with PEP V, the “Providence Equity Funds”), whose general partner is Providence Equity GP V LP, whose general partner is PEP V LLC. PEP V LLC may be deemed to share beneficial ownership of the shares owned by PEP V and PEP V-A. PEP V LLC disclaims this beneficial ownership. Messrs. Angelakis, Creamer, Masiello, Mathieu, Nelson, Pelson and Salem are members of PEP V LLC and may also be deemed to possess indirect beneficial ownership of the securities owned by the Providence Equity Funds, but disclaim such beneficial ownership. The address of each of the entities listed in this footnote is c/o Providence Equity Partners Inc., 50 Kennedy Plaza, 18th Floor, Providence, Rhode Island 02903.

(8) Includes (i) 34,440,889 Class A shares and 3,826,765 Class L shares of common stock of SunGard Capital Corp. and 1,324,650 shares of preferred stock of SunGard Capital Corp. II held by Silver Lake Partners II, L.P. (“SLP II”), whose general partner is Silver Lake Technology Associates II, L.L.C. (“SLTA II”); and (ii) 47,657 Class A shares and 5,295 Class L shares of common stock of SunGard Capital Corp. and 1,833 shares of preferred stock of SunGard Capital Corp. II held by Silver Lake Technology Investors II, L.P. (“SLTI II” and, together with SLP II, the “Silver Lake Funds”), whose general partner is SLTA II. The address of each of the entities listed in this footnote is c/o Silver Lake, 9 West 57th Street, 25th Floor, New York, New York 10019.

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(9) Includes (i) 20,745,833 Class A shares and 2,305,093 Class L shares of common stock of SunGard Capital Corp. and 797,917 shares of preferred stock of SunGard Capital Corp. II held by TPG Partners IV, L.P. (“TPG IV”), whose general partner is TPG GenPar IV, L.P. (“TPG GenPar IV”), whose general partner is TPG Advisors IV, Inc. (“TPG Advisors IV”); (ii) 2,349,389 Class A shares and 261,043 Class L shares of common stock of SunGard Capital Corp. and 90,361 shares of preferred stock of SunGard Capital Corp. II held by T3 Partners II, L.P. (“T3 Partners II”), whose general partner is T3 GenPar II, L.P. (“T3 GenPar II”), whose general partner is T3 Advisors II, Inc. (“T3 Advisors II”); (iii) 377,000 Class A shares and 41,889 Class L shares of common stock of SunGard Capital Corp. and 14,500 shares of preferred stock of SunGard Capital Corp. II held by T3 Parallel II, L.P. (“T3 Parallel II”), whose general partner is T3 GenPar II, whose general partner is T3 Advisors II; (iv) 5,416,667 Class A shares and 601,852 Class L shares of common stock of SunGard Capital Corp. and 208,333 shares of preferred stock of SunGard Capital Corp. II held by TPG Solar III LLC (“TPG Solar III”), whose managing member is TPG Partners III, L.P. (“TPG Partners III”), whose general partner is TPG GenPar III, L.P. (“TPG GenPar III”), whose general partner is TPG Advisors III, Inc. (“TPG Advisors III”); and (v) 5,960,768 Class A shares and 662,308 Class L shares of common stock of SunGard Capital Corp. and 229,260 shares of preferred stock of SunGard Capital Corp. II held by TPG Solar Co-Invest LLC (“TPG Solar Co-Invest” and, collectively with TPG IV, T3 Partners II, T3 Parallel II and TPG Solar III, the “TPG Funds”), whose managing member is TPG GenPar IV, whose general partner is TPG Advisors IV. Messrs. David Bonderman and James G. Coulter, as directors, officers and sole shareholders of each of TPG Advisors IV, T3 Advisors II and TPG Advisors III, may be deemed to have investment powers and beneficial ownership with respect to the shares owned by the TPG Funds, but disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interest therein. The address of each of the entities and persons identified in this footnote is c/o TPG Capital, L.P., 301 Commerce Street, Fort Worth, Texas 76102.

(10) Includes the following shares which the beneficial owner has the right to acquire within 60 days after April 15, 2009 by exercising stock options:

Beneficial Owner	Shares of Class A Common Stock	Shares of Class L Common Stock	Shares of Preferred Stock
James E. Ashton III	762,326	84,691	29,320
Cristóbal Conde	2,682,037	297,912	103,155
Harold C. Finders	344,660	38,284	13,256
James L. Mann	5,322	420	145
Michael J. Ruane	736,968	81,865	28,345
All 21 directors and officers as a group	8,088,585	883,557	305,910

(11) Mr. Chu, a director of the Parent Companies and SunGard, is a member of BMA IV and BCMA IV and a senior managing director of The Blackstone Group, L.P. Amounts disclosed for Mr. Chu are also included above in the amounts disclosed in the table next to “Blackstone Funds.” Mr. Chu disclaims beneficial ownership of any shares owned directly or indirectly by the Blackstone Funds, except to the extent of his pecuniary interest therein. Mr. Chu does not have sole voting or investment power with respect to the shares owned by the Blackstone Funds.

(12) Investment and voting decisions at BCI are made jointly by three or more individuals who are managing directors of the entity, and therefore no individual managing director of BCI is the beneficial owner of the securities, except with respect to the shares in which such member holds a pecuniary interest. Mr. Connaughton, a director of the Parent Companies and SunGard, is a member and managing director of BCI and may therefore be deemed to beneficially own the amounts disclosed in the table next to “Bain Funds.” Mr. Connaughton disclaims beneficial ownership of any shares owned directly or indirectly by the Bain Funds, except to the extent of his pecuniary interest therein.

(13) Mr. Greene, a director of the Parent Companies and SunGard, is a member of KKR Millennium GP LLC and KKR III GP LLC. Amounts disclosed for Mr. Greene are also included above in the amounts disclosed in the table next to “KKR Funds.” Mr. Greene disclaims beneficial ownership of any shares owned directly or indirectly by the KKR Funds, except to the extent of his pecuniary interest therein.

(14) Mr. Hutchins, a director of the Parent Companies and SunGard, is a managing director of SLTA II. Amounts disclosed for Mr. Hutchins are also included above in the amounts disclosed in the table next to “Silver Lake Funds.” Mr. Hutchins disclaims beneficial ownership of any shares owned directly or indirectly by the Silver Lake Funds, except to the extent of his pecuniary interest therein.

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(15) Mr. Marren, a director of the Parent Companies and SunGard, is a senior partner of TPG Capital, L.P., an affiliate of the TPG Funds.

(16) Mr. Mehra, a director of the Parent Companies and SunGard, is a managing director of Goldman Sachs. Amounts disclosed for Mr. Mehra are also included above in the amounts disclosed in the table next to “GS Limited Partnerships.” Mr. Mehra disclaims beneficial ownership of any shares owned directly or indirectly by the GS Limited Partnerships, except to the extent of his pecuniary interest therein.

(17) Ms. Richardson, a director of the Parent Companies and SunGard, is a managing director of Providence Equity Partners, Inc., an affiliate of the Providence Equity Funds. Amounts disclosed for Ms. Richardson are also included above in the amounts disclosed in the table next to “Providence Equity Funds.” Ms. Richardson disclaims beneficial ownership of any shares owned directly or indirectly by the Providence Equity Funds, except to the extent of her pecuniary interest therein.

(18) Excluding shares beneficially owned by Ms. Richardson and Messrs. Chu, Connaughton, Greene, Hutchins and Mehra, the number of shares beneficially owned by all directors and officers as a group is as follows: Class A Common—13,477,404; Class L Common—1,483,148; Preferred—513,474; percent of classes—5.25%.

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ITEM 5. DIRECTORS AND EXECUTIVE OFFICERS

Our executive officers and directors are listed below.

Name	Age	Principal Position With SunGard Data Systems Inc.
Executive Officers
James E. Ashton III	50	Division Chief Executive Officer, Financial Systems
Kathleen Asser Weslock	53	Senior Vice President—Human Resources and Chief Human Resources Officer
Eric Berg	46	Group Chief Executive Officer, Availability Services
Cristóbal Conde	49	President, Chief Executive Officer and Director
Harold C. Finders	53	Division Chief Executive Officer, Financial Systems
Till M. Guldimann	60	Vice Chairman
Ronald M. Lang	57	Group Chief Executive Officer, Higher Education
Karen M. Mullane	44	Vice President and Controller
Brian Robins	50	Senior Vice President and Chief Marketing Officer
Michael J. Ruane	55	Senior Vice President—Finance and Chief Financial Officer
Gilbert O. Santos	49	Group Chief Executive Officer, Public Sector
Victoria E. Silbey	45	Senior Vice President—Legal and General Counsel
Richard C. Tarbox	56	Senior Vice President—Corporate Development
Directors
Chinh E. Chu	42	Director
John Connaughton	43	Director
James H. Greene, Jr.	58	Director
Glenn H. Hutchins	53	Chairman of the Board of Directors
James L. Mann	75	Director
John Marren	46	Director
Sanjeev Mehra	50	Director
Julie Richardson	46	Director

Mr. Ashton has been Division Chief Executive Officer, Financial Systems, since 2007. Mr. Ashton was Group Chief Executive Officer, SunGard Trading, Treasury & Risk Management from 2005 to 2007. Mr. Ashton served as Group Chief Executive Officer, SunGard Trading and Risk Systems from 1999 to 2005 and Group Chief Executive Officer, SunGard Treasury Systems from 2003 to 2005. From 1997 to 1999, he served as Senior Vice President and General Manager of a wealth management systems business that we acquired in 1997.

Ms. Asser Weslock has been Senior Vice President—Human Resources and Chief Human Resources Officer since 2006. From 2005 to 2006, Ms. Asser Weslock was head of Human Resources at Deloitte Financial Services LLP, and from 2001 to 2005 she was Director of Global Human Resources for Shearman & Sterling LLP, an international law firm. Ms. Asser Weslock has over twenty years of human resources experience as both a consultant and a practitioner.

Mr. Berg has been Group Chief Executive Officer, SunGard Availability Services since 2007. Before joining SunGard, Mr. Berg was Chief Administrative Officer of NCR Corporation from 2003 to 2007. Prior to that, Mr. Berg was Chief Information Officer at The Goodyear Tire & Rubber Company and a Regional Vice President of PepsiCo’s Frito-Lay division.

Mr. Conde has been Chief Executive Officer since 2002, President since 2000 and a director since 1999. Mr. Conde served as Chief Operating Officer from 1999 to 2002 and Executive Vice President from 1998 to 1999. Before then, Mr. Conde was Chief Executive Officer of SunGard Trading Systems Group from 1991 to 1998. Mr. Conde was cofounder of a trading and risk systems business that we acquired in 1987.

Mr. Finders has been Division Chief Executive Officer, Financial Systems, since 2007. Mr. Finders was Group Chief Executive Officer, SunGard Europe from 2005 to 2007. From 2001 to 2005, Mr. Finders headed the SunGard Investment Management Systems businesses based in Europe. From 1996 to 2001, he held various senior management positions with us overseeing a number of our European financial systems businesses. Mr. Finders headed a Geneva-based wealth management systems business that we acquired in 1996.

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Mr. Guldimann has been Vice Chairman since 2002. He was our Senior Vice President, Strategy and a member of our board of directors from 1999 to 2002. Mr. Guldimann was Vice Chairman from 1997 to 1999 and Senior Vice President from 1995 to 1997 of a trading and risk systems business that we acquired in 1998.

Mr. Lang has been Group Chief Executive Officer, SunGard Higher Education since January 2009 and Group Chief Executive Officer, Enterprise Solutions Group from 2005 until January 2009. He was Chief Product Officer—Financial Systems from January to December 2005. From 2000 to 2005, Mr. Lang was Group Chief Executive Officer, SunGard Trading Systems and was responsible for our SunGard Brokerage Systems and SunGard Financial Networks groups from 2003 to January 2005. Mr. Lang was Vice President of Marketing from 1997 to 1998 and President from 1998 to 2000 of a trading and risk systems business that we acquired in 1998.

Ms. Mullane has been Vice President and Controller since 2006, Vice President and Director of SEC Reporting from 2005 to 2006, Director of SEC Reporting from 2004 to 2005 and Manager of SEC Reporting from 1999 to 2004. From 1997 to 1999, she was Vice President of Finance at NextLink Communications of Pennsylvania and, from 1994 to 1997, she was Director of Finance at EMI Communications. Ms. Mullane is a director and/or officer of most of our domestic subsidiaries.

Mr. Robins has been Senior Vice President—Chief Marketing Officer since 2005. From 2003 to 2005, he was Senior Vice President—Corporate Marketing and was Vice President—Corporate Marketing from 2000 to 2003. From 1995 to 2000, Mr. Robins held various marketing positions, including Vice President—Marketing, with a trading and risk systems business that we acquired in 1998.

Mr. Ruane has been Senior Vice President—Finance since 2001 and our Chief Financial Officer since 1994. He was Vice President—Finance from 1994 to 2001 and Treasurer from 1994 to 2005. From 1984 to 1994, Mr. Ruane held various executive positions with us. Mr. Ruane is a director and officer of most of our domestic and foreign subsidiaries. Mr. Ruane was a director of Arbinet-thexchange, Inc. from 2004 to 2009.

Mr. Santos has been Group Chief Executive Officer, SunGard Public Sector since 2007. Mr. Santos held various senior executive positions, including most recently President and Chief Executive Officer, with a business that we acquired in 2003 and that he joined in 1998. From 1983 to 1998, Mr. Santos held various executive positions at Motorola, Inc., including Director of the Public Sector Solutions Division and Land Mobile Sector Strategy Office.

Ms. Silbey has been Senior Vice President—Legal and General Counsel since 2006 and Vice President—Legal and General Counsel from 2005 to 2006. From 1997 to 2005, Ms. Silbey held various legal positions with us, including Vice President—Legal and Assistant General Counsel from 2004 to 2005. From 1991 to 1997, she was a lawyer with Morgan, Lewis & Bockius LLP, Philadelphia. Ms. Silbey is a director and officer of most of our domestic and foreign subsidiaries.

Mr. Tarbox has been Senior Vice President—Corporate Development since 2001 and was Vice President—Corporate Development from 1987 to 2001.

Mr. Chu has been a Director since 2005. Mr. Chu is a Senior Managing Director of The Blackstone Group, a private equity firm which he joined in 1990. Mr. Chu serves on the Boards of Directors of Alliant Insurance, Allied Barton, Bayview, Catalent Pharma Solutions, DJO Incorporated, Financial Guaranty Insurance Company, Graham Packaging Holdings Company, HealthMarkets, Inc. and Stiefel Laboratories.

Mr. Connaughton has been a Director since 2005. Mr. Connaughton has been a Managing Director of Bain Capital Partners, LLC, a global private investment firm, since 1997 and a member of the firm since 1989. Mr. Connaughton serves on the Boards of Directors of Clear Channel, CRC Health Group, MC Communications (PriMed), Quintiles Transnational Corp., The Boston Celtics, Warner Chilcott, Warner Music Group Corp. and Hospital Corporation of America.

Mr. Greene has been a Director since 2005. Mr. Greene joined Kohlberg Kravis Roberts & Co. LP, a private equity firm (“KKR”), in 1986 and was a General Partner of KKR from 1993 until 1996, when he became a member

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of KKR & Co. L.L.C., which is the general partner of KKR. Mr. Greene serves on the Boards of Directors of Aricent Inc., Avago Technologies, NuVox Inc., Sun Microsystems, Inc., Western New York Energy, LLC and Zhone Technologies, Inc.

Mr. Hutchins has been Chairman of the Board of Directors since 2005. Mr. Hutchins is a co-founder and Co-Chief Executive of Silver Lake, a technology investment firm that was established in 1999. Mr. Hutchins serves on the Board of Directors of The Nasdaq OMX Group, Inc.

Mr. Mann has been a Director since September 2006 and has been employed by SunGard since 1983. Mr. Mann served as Chairman of the Board from 1987 to 2005 and as a Director from 1983 to 1986. Mr. Mann served as Chief Executive Officer from 1986 to 2002, President from 1986 to 2000, and Chief Operating Officer from 1983 to 1985. Mr. Mann serves on the Board of Directors of athenahealth, Inc.

Mr. Marren has been a Director since 2005. Mr. Marren joined TPG Capital, a private equity firm, in 2000 as a partner and leads the firm’s technology team. From 1996 to 2000, he was a Managing Director at Morgan Stanley. From 1992 to 1996, he was a Managing Director and Senior Semiconductor Research Analyst at Alex Brown & Sons. Mr. Marren is currently the Chairman of the Board of MEMC Electronic Materials, Inc. and serves on the Boards of Directors of AllTel Corporation, Avaya Inc., Freescale Semiconductor Inc., Intergraph Corp. and Isola Group S.à r.l.

Mr. Mehra has been a Director since 2005. Mr. Mehra has been a partner of Goldman, Sachs & Co. since 1998 and a Managing Director of Goldman, Sachs & Co.’s Principal Investment Area of its Merchant Banking Division since 1996. He serves on the Boards of Directors of ADESA, Inc., ARAMARK Corporation, Burger King Corporation, First Aviation Services, Inc., Hawker Beechcraft, Inc. and Sigma Electric.

Ms. Richardson has been a Director since 2005. Ms. Richardson has been a Managing Director of Providence Equity Partners since 2003 and oversees the New York-based team. Between 1998 and 2003, Ms. Richardson held various roles at JPMorgan, including Vice Chairman of the firm’s investment banking division and Global Co-Head of the firm’s Telecom, Media and Technology group. Prior to joining JPMorgan in 1998, Ms. Richardson was a Managing Director at Merrill Lynch, where she spent over 11 years. Ms. Richardson serves on the Boards of Directors of eTelecare Global Solutions, Open Solutions Inc. and USIS Corporation.

The Principal Investor Agreement dated August 10, 2005 by and among the Holding Companies and the Sponsors contain agreements among the parties with respect to the election of our directors and the directors or managers of the Holding Companies. Each Sponsor is entitled to elect one representative to the board of directors of SCC, which will then cause the board of directors or managers, as applicable, of the other Holding Companies and of SunGard to consist of the same members.

ITEM 6. EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

This section discusses the principles underlying our executive compensation policies and decisions. It provides qualitative information regarding the manner in which compensation is earned by our executive officers and places in context the data presented in the tables that follow. In addition, in this section, we address the compensation paid or awarded during fiscal year 2008 to our chief executive officer (principal executive officer), chief financial officer (principal financial officer) and three other executive officers who were the most highly compensated executive officers in fiscal year 2008. We refer to these five executive officers as our “Named Executive Officers.”

Our executive compensation program is overseen and administered by the Compensation Committee. The Compensation Committee operates under a written charter adopted by our Board and has responsibility for discharging the responsibilities of the Board of Directors relating to the compensation of the Company’s executive officers and related duties. Management, including our chief executive officer, or CEO, evaluates a number of factors in developing cash and equity compensation recommendations to the Compensation Committee for its consideration and approval. Following this in-depth review and in consultation with management, our CEO makes compensation recommendations for our corporate executive officers and our Named Executive Officers to the Compensation Committee based on his evaluation of each officer’s performance, expectations for the coming year and market compensation data, and our CEO also provides an overview of compensation for other executive officers. The Compensation Committee reviews these proposals and makes all final compensation decisions for corporate executive officers and Named Executive Officers by exercising its discretion in accepting, modifying or rejecting any management recommendations, including any recommendations from our CEO.

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Objectives of Our Compensation Program

Our executive compensation program is intended to meet three principal objectives:

• to provide competitive compensation packages to attract and retain superior executive talent;

• to reward successful performance by the executive and the Company by linking a significant portion of compensation to future financial and business results; and

• to further align the interests of executive officers with those of our ultimate parent company stockholders by providing long-term equity compensation and meaningful equity ownership.

To meet these objectives, our compensation program balances short-term and long-term performance goals and mixes fixed and at-risk compensation that is directly related to stockholder value and overall performance.

Our compensation program for senior executives, including the Named Executive Officers, is designed to reward Company performance. The compensation program is intended to reinforce the importance of performance and accountability at various operational levels, and therefore a significant portion of total compensation is in both cash and stock-based compensation incentives that reward performance as measured against established goals, i.e., “pay for performance.” Each element of our compensation program is reviewed individually and considered collectively with the other elements of our compensation program to ensure that it is consistent with the goals and objectives of both that particular element of compensation and our overall compensation program. For each Named Executive Officer, we look at each individual’s contributions to our overall results, our operating and financial performance compared with the targeted goals, and our size and complexity compared with companies in our compensation peer group.

Elements of Our Executive Compensation Program

In 2008, the principal elements of compensation for Named Executive Officers were:

• annual cash compensation consisting of base salary and performance-based incentive bonuses;

• long-term equity incentive compensation;

• benefits and perquisites; and

• severance compensation and change of control protection.

Annual Cash Compensation

Management, including our CEO, develops recommendations for annual executive cash compensation plans by using compensation survey data for a broad set of organizations of comparable business, size and complexity, and then compares the survey results to publicly available compensation data for a group of companies we consider to be our peer group. We believe that the compensation practices of these companies provide us with appropriate benchmarks because they also provide technology products and services to a variety of customers and compete with us for executives and other employees.

The survey data comes from three sources: Radford Executive Benchmark Survey, which focuses on technology companies; Towers Perrin Compensation Data Bank, which focuses on a broader array of organizations including professional services, high-tech and manufacturing companies; and CHiPS, which has a technology industry focus. For purposes of establishing compensation recommendations, we use a blend of the Radford, Towers Perrin and CHiPS survey data to reflect our size and industry. From the Radford survey data, we assessed compensation from 220 public and private companies with annual revenues above $1 billion, from the Towers Perrin survey data we assessed compensation of 80 companies with annual revenues in the range of $3 billion to $6 billion, and from the CHiPS survey data we assessed compensation from 66 companies with annual revenues between $1 billion to $10 billion.

The companies we consider within our peer group are financial services and software companies of similar industry and revenue as the Company, and some of which various businesses within the Company compete against for business and for talent. Peer group compensation data is limited to publicly available information and therefore generally does not provide precise comparisons by position as offered by the more comprehensive survey data from Radford, Towers Perrin and CHiPS. As a result, the peer group data provides limited guidance and does not dictate the setting of executive officers’ compensation. The following companies comprised our peer group in 2008:

Automatic Data Processing, Inc. BMC Software, Inc. Broadridge Financial Solutions, Inc. Computer Sciences Corporation Convergys Corporation DST Systems, Inc. Fidelity National Information Services, Inc. Fiserv, Inc. Iron Mountain Incorporated MasterCard Incorporated Paychex, Inc. SEI Investments Company The Thomson Corporation The Western Union Company

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Our annual cash compensation packages for executive officers include base salary and a performance-based executive incentive compensation (“EIC”) bonus. We generally target total cash compensation at approximately 85% of the blended survey data. Because we pay for performance, we weight the cash compensation more heavily toward the performance incentives and less toward the base salary.

Base Salary. For base salary, we generally target the 60th percentile of the blended survey data to provide a fixed compensation based on competitive market practice that is not subject to performance risk while also considering other factors, such as individual and company performance. We review the base salaries for each Named Executive Officer annually as well as at the time of any promotion or significant change in job responsibilities. Base salaries are determined for each Named Executive Officer based on his or her position and responsibility by using survey data. In 2008, we provided salary increases for the Named Executive Officers of 2.0% to 5.6% to more closely align base salaries with the targeted 60^th percentile of market data for each position. Salary for each Named Executive Officer for calendar year 2008 is reported in Table 1—Summary Compensation Table below.

Performance-Based Incentive Compensation. The annual EIC bonus for executive officers is designed to reward our executives for the achievement of annual financial goals related to the business for which they have responsibility. A minimum incentive may be earned at threshold EIC goals, which are set generally at levels that reflect an improvement over prior year results, and no payment is awarded if the threshold goal is not achieved. On-target EIC goals are set generally at levels that reflect budgeted performance. Consistent with our focus on pay for performance, additional amounts can be earned when actual performance exceeds on-target performance. Additional mid-range goals between threshold and target with corresponding incentive amounts are also established. The Company may revise or cancel an executive’s EIC at any time as a result of a significant change in circumstances or the occurrence of an unusual event that was not anticipated when the performance plan was approved. Internal EBITA targets are adjusted to take into account acquisitions and/or dispositions which were not included in the budgeted EIC targets.

The financial measures used for the 2008 EIC bonuses for the Named Executive Officers were one or both of the following: (i) EBITA, which represents actual earnings before interest, taxes and amortization, noncash stock compensation expense, management fees paid to the Sponsors and certain other unusual items (“Internal EBITA”) and (ii) budgeted revenue growth of the Company’s business segments. Internal EBITA and budgeted revenue growth were selected as the most appropriate measures upon which to base the 2008 EIC bonuses for the Named Executive Officers because they are important metrics that management and the Sponsors use to evaluate the performance of the Company. For Messrs. Ashton and Finders, EIC bonuses earned on the achievement of EBITA goals were subject to a multiplier that, depending upon the achievement of year-over-year revenue growth goals of the Financial Systems segment, could result in the executives receiving less than or more than their EBITA incentive amount. The multiplier ranged from 0 to 1.5, meaning that revenue growth results could reduce or increase the EBITA incentive amount; with a multiplier of 1 resulting in no adjustment to the EBITA incentive.

The following table provides the 2008 threshold, mid-range, and on-target Internal EBITA goals for the Named Executive Officers and the EIC bonuses paid to them based on actual results from 2008:

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Name	Threshold (in thousands)		Mid-Point (in thousands)		On-Target (in thousands)		Actual 2008 EIC Bonus
Cristóbal Conde     Consolidated Company Internal EBITA	$	1,134,000	$	1,164,000	$	1,194,000	$	1,946,000
Michael J. Ruane     Consolidated Company Internal EBITA	$	1,134,000	$	1,164,000	$	1,194,000	$	726,000
James E. Ashton III     Financial Systems Segment Internal EBITA	$	522,640	$	542,100	$	556,000	$	770,130
Harold C. Finders     Financial Systems Segment Internal EBITA	$	522,640	$	542,100	$	556,000	$	731,665
Michael K. Muratore     Financial Systems, Higher Education and Public Sector Segments Internal EBITA	$	783,900	$	844,600	$	825,200	$	885,000

The following table provides the low, target and maximum multiplier applicable to the 2008 EBITA incentive amounts earned by Messrs. Ashton and Finders, which is based on the percentage increase or decrease in revenue of the Financial Systems segment as compared to the prior year.

Name	0 Multiplier Low	1 Multiplier Target	1.5 Multiplier Max	Actual 2008 Multiplier
James E. Ashton III     Financial Systems Segment Revenue Growth (% increase/(decrease) over prior year)	(1.0%)	5.2-7.4%	14.0%	1
Harold C. Finders     Financial Systems Segment Revenue Growth (% increase/(decrease) over prior year)	(1.0%)	5.2-7.4%	14.0%	1

Long-Term Equity Compensation

We intend for our equity program to be the primary vehicle for offering long-term incentives and rewarding our executive officers, managers and key employees. Because of the direct relationship between the value of an option or RSU award and the value of our stock, we believe that granting options and RSUs is the best method of motivating our executive officers to manage our Company in a manner that is consistent with the interests of our Company and our stockholders. We also regard our equity program as a key retention tool. Retention is an important factor in our determination of the type of award to grant and the number of underlying Units to grant.

In 2005 in connection with the Transaction, executive officers and other managers and key employees were granted a combination of time-based and performance-based options to purchase equity in the Parent Companies. The size of these initial option grants were commensurate with the executive’s position, performance and tenure with the Company and were agreed to in connection with the Transaction. These grants were intended to cover the period between the grant date and December 31, 2010, absent promotions or other unusual circumstances. Accordingly, no Named Executive Officers has received equity grants since 2005 other than Mr. Finders, who received a 2007 option grant due to his promotion to Division Chief Executive Officer, Financial Systems. Additional information on all outstanding grants to the Named Executive Officers is shown in Table 3—Outstanding Equity Awards at 2008 Fiscal Year-End below.

Performance-based options granted to the Named Executive Officers vest upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA targets for the Company during a specified performance period, generally five or six years. Based upon actual year-end 2008 results, 3.86% of each 2005 performance-based option award vested out of a maximum of 16.67% available to vest each of six years in the performance period, and 4.63% of each 2007 performance-based option award vested out of a maximum of 20% available to vest each of five years in the performance period. The annual vesting goals for the performance-based options were agreed to by the Sponsors and senior management in 2005 in connection with the Transaction and require sustained and superior company-wide performance in each of the years in the performance period but allow for additional vesting for over performance.

Benefits and Perquisites

We offer a variety of health and welfare programs to all eligible employees, including the Named Executive Officers. The Named Executive Officers are eligible for the same benefit programs on the same basis as the rest of the Company’s employees in the particular country in which the Named Executive Officer resides, including medical and dental care coverage, life insurance coverage, short-and long-term disability and a 401(k) or defined contribution pension plan.

The Company limits the use of perquisites as a method of compensation and provides executive officers with only those perquisites that we believe are reasonable and consistent with our overall compensation program to better enable the Company to attract and retain superior employees for key positions. The perquisites provided to the Named Executive Officers include leased automobiles and related tax gross-ups and are quantified in Table 1—Summary Compensation Table below.

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Employment Agreements, Severance Compensation & Change of Control Protection

In connection with the Transaction, the Company entered into definitive employment agreements with certain senior managers, including the Named Executive Officers. The executives with such agreements are eligible for payments if employment terminates or if there is a change of control, as described under “Potential Payments on Termination or Change of Control” below. The agreements were designed to retain executives and provide continuity of management in the event of an actual or threatened change of control.

The agreements include the following terms:

• A term through December 31, 2010, with one-year automatic renewals unless terminated on one year’s advance notice.

• The same base salary as that payable by the Company prior to the Transaction, subject to annual adjustments, if any, made by the board of directors or the compensation committee of the board, in consultation with the chief executive officer. See “Base Salary” above for a description of the determination of base salary for the Company’s senior management.

• The opportunity to earn an annual cash bonus provided that the aggregate bonus opportunity for the senior management as a group will be consistent with that provided by the Company to executives as a group prior to the Transaction, although the board of directors may re-align the performance metrics and other terms in consultation with the chief executive officer. See “Performance-Based Incentive Compensation” above for a description of the determination of cash bonuses for the Company’s senior management.

• Employee benefits consistent with those provided by the Company to executives prior to the Transaction, including the right to participate in all employee benefit plans and programs.

• Participation in the equity plan of SCC and SCCII.

• The right to receive certain severance payments, including upon a termination without “cause,” a resignation for “good reason” or a change of control, consistent with the severance payments provided for under the change of control agreement with the Company in effect prior to the Transaction. See “Potential Payments Upon Termination or Change of Control” below.

• Certain restrictive covenants (noncompetition, confidentiality and nonsolicitation) that continue for applicable post-termination periods.

• The right to receive a tax gross-up payment should any payment provided under the agreement be subject to the excise tax under section 4999 of the Internal Revenue Code of 1986, as amended.

In addition, under the terms of the option awards made to executives, acceleration of vesting of options occurs if a change of control takes place or due to certain other termination events. These arrangements and potential post-employment termination compensation payments are described in more detail in the section entitled “Potential Payments Upon Termination or Change of Control” below.

Accounting and Tax Implications

The accounting and tax treatment of particular forms of compensation do not materially affect the Compensation Committee’s compensation decisions. However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to compensation policies where appropriate.

Stock Ownership

The Company does not have a formal policy requiring stock ownership by management. Our senior managers, including the Named Executive Officers, however, have committed significant personal capital to our Company in connection with the Transaction. See “Beneficial Ownership” under ITEM 12 below.

2009 Compensation Update

Our normal schedule would have called for approval of salary and bonus adjustments during the February 2009 Compensation Committee meeting. However, because the economic outlook for 2009 remains uncertain and in order to help best position our Company to emerge from this economic crisis stronger, we determined that there will be no increases of salary or EIC performance bonus for the Named Executive Officers and other senior executives in 2009.

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Summary Compensation Table

The following table contains certain information about compensation earned in 2008, 2007 and 2006 by the Named Executive Officers.

Table 1—Summary Compensation Table

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards(1) ($)	Non-Equity Incentive Plan Compen- sation(2) ($)	Change in Pension Value and Nonqualified Deferred Compen- sation Earnings ($)	All Other Compen- sation(3) ($)	Total ($)
Cristóbal Conde President, Chief Executive Officer and Director	2008	931,000	—	—	4,530,698	1,946,000	—	47,588	7,455,286
	2007	887,000	—	—	4,770,589	1,883,400	—	46,110	7,587,099
	2006	874,000	—	—	5,580,358	1,517,972	—	46,299	8,018,629
Michael J. Ruane Senior Vice President—Finance and Chief Financial Officer	2008	454,000	—	—	1,004,429	726,000	—	46,712	2,231,141
	2007	430,000	—	—	1,060,530	698,851	—	40,145	2,229,526
	2006	424,000	—	—	1,238,870	550,749	—	47,997	2,261,616
James E. Ashton III(4) Division Chief Executive Officer, Financial Systems	2008	510,000	—	—	566,865	770,130	—	51,084	1,898,079
	2007	468,500	—	—	605,626	2,061,346	—	49,573	3,185,045
	2006	374,000	—	—	703,387	1,213,629	—	50,941	2,341,957
Harold C. Finders(5) Division Chief Executive Officer, Financial Systems	2008	522,532	—	—	823,770	731,665	—	71,505	2,149,472
	2007	487,740	—	—	675,241	2,011,400	—	190,327	3,364,708
Michael K. Muratore(6) Former Executive Vice President	2008	582,000	—	—	1,812,273	885,000	—	48,537	3,327,810
	2007	565,000	—	—	1,908,235	1,034,036	—	48,300	3,555,571
	2006	557,000	—	—	2,232,136	850,423	—	55,055	3,694,614

(1) No option awards were granted in 2008 or 2006 to any of the Named Executive Officers. The amounts in this column reflect the dollar amount recorded for financial statement reporting purposes for the fiscal year ended December 31, 2008, 2007 and 2006, as applicable, in accordance with FAS 123(R), of awards granted pursuant to the SunGard 2005 Management Incentive Plan. The amounts for all of the Named Executive Officers thus include amounts from awards granted on August 12, 2005 at an exercise price of $18.00 per Unit and for Mr. Finders additional amounts from awards granted on September 21, 2007 at an exercise price of $20.72 per Unit. Assumptions used in the calculation of this amount are included in Note 7 of the Notes to Company’s Consolidated Financial Statements for the fiscal year ended December 31, 2008 included in this Annual Report on Form 10-K. Because these amounts represent expense for financial reporting purposes, they are not representative of the actual value that the Named Executive Officer would receive upon exercise of these options.

(2) The amounts in this column reflect the cash awards payable under performance-based incentive compensation, which is discussed in further detail above in the Compensation Discussion and Analysis.

(3) For Mr. Conde, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments, and automobile tax gross-ups ($12,341 in each of 2008 and 2007 and $10,770 in 2006).

For Mr. Ruane, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments and related maintenance expenses, and automobile tax gross-ups ($10,844 in 2008 and $11,066 in both 2007 and 2006). For Mr. Ashton, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments, reimbursement of fuel and maintenance expenses in 2007 and 2006, and automobile tax gross-ups ($11,524 in 2008, $10,104 in 2007 and $9,364 in 2006).

For Mr. Finders, amount includes health and welfare benefits, company defined contribution pension plan contributions, car lease payments and reimbursement of fuel and maintenance expenses.

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For Mr. Muratore, amount includes health and welfare benefits, matching 401(k) savings plan contributions, car lease payments, reimbursement of fuel and maintenance expenses, and automobile tax gross-ups ($8,842 in 2008, $10,610 in 2007 and $13,639 in 2006).

(4) For Mr. Ashton, the 2007 salary represents a blended rate of $374,000 from January 1 to March 31, 2007 and $500,000 from April 1 to December 31, 2007. In April 2007, Mr. Ashton received a promotion and a salary increase commensurate with his new responsibilities.

(5) Mr. Finders’ compensation was paid in Swiss Francs (CHF). All 2008 amounts have been converted into U.S. dollars at the currency exchange rate of 0.832260, which rate was used for purposes of the Company’s 2008 operating budget and for purposes of establishing 2008 compensation, and all 2007 amounts have been converted into U.S. dollars at the 2007 average annual currency exchange rate of 0.83424. For Mr. Finders, the 2007 salary represents a blended rate of $410,000 from January 1 to March 31, 2007 and $500,000 from April 1 to December 31, 2007. In April 2007, Mr. Finders received a promotion and a salary increase commensurate with his new responsibilities. Compensation information for fiscal year 2006 is not provided for Mr. Finders because he was not a Named Executive Officer in that year.

(6) Mr. Muratore retired on February 2, 2009. Mr. Muratore had been Executive Vice President since 2002 and most recently serving as acting Group Chief Executive Officer, SunGard Higher Education from September 2008 until his retirement. He was Senior Vice President from 1998 to 2002, Chief Executive Officer of the SunGard Financial Systems Group from 1995 to 1998 and Chief Executive Officer of the SunGard Computer Services Group from 1990 to 1995. From 1985 to 1990, Mr. Muratore held various senior executive positions with us.

Grants of Plan-Based Awards in Fiscal Year 2008

To provide long-term equity incentives following the Transaction, the SunGard 2005 Management Incentive Plan, as amended (the “Plan”) was established. The Plan authorizes the issuance of equity subject to awards made under the Plan for up to 60 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, we have granted awards of time-based and performance-based options and RSUs. Since August 2005 we have granted options to purchase Units under the Plan (“Unit Options”). Beginning in 2007, awards granted under the Plan generally consisted of RSUs and options to purchase SCC Class A-8 common stock (“Class A Options” and together with Unit Options, “options”). Unit Options are exercisable only for whole Units and cannot be separately exercised for the individual classes of stock. 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 1/48^th 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 1/48^th of the remaining balance each month thereafter for 48 months. Performance-based options and RSUs vest upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA targets for the Company during a specified performance period, generally five or six years. Time-based and performance-based options can partly 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 after the date of grant.

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The following table contains information concerning grants of plan-based awards to the Named Executive Officers during 2008.

Table 2—2008 Grants of Plan-Based Awards

Name	Grant Date	Estimated Possible Payouts under Non-Equity Incentive Plan Awards(1) ($)	Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards
			Threshold (#)	Target (#)	Maximum (#)
Cristóbal Conde	N/A	1,946,000	—	—	—	—	—	—	—
Michael J. Ruane	N/A	726,000	—	—	—	—	—	—	—
James E. Ashton III	N/A	770,130	—	—	—	—	—	—	—
Harold C. Finders	N/A	731,665	—	—	—	—	—	—	—
Michael K. Muratore	N/A	885,000	—	—	—	—	—	—	—

(1) Amounts reflect the cash awards to the named individuals under the performance-based incentive compensation, which is discussed in further detail above in the Compensation Discussion and Analysis.

Outstanding Equity Awards at 2008 Fiscal Year-End

The following table contains certain information with respect to options held as of December 31, 2008 by the Named Executive Officers.

Table 3—Outstanding Equity Awards at 2008 Fiscal Year-End

	Option Awards						Stock Awards
Name	Number of Securities Underlying Unexercised Options (#) Exercisable		Number of Securities Underlying Unexercised Options (#) Unexercisable	Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)	Option Exercise Price ($)	Option Expiration Date	Number of Shares or Units of Stock That Have Not Vested (#)	Market Value of Shares or Units of Stock That Have Not Vested ($)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)
Cristóbal Conde	1,218,246	(1)	553,748	—	18.00	08/11/2015	—	—	—	—
	678,735	(2)	—	2,510,808	18.00	08/11/2015
Michael J. Ruane	265,992	(1)	120,905	—	18.00	08/11/2015	—	—	—	—
	158,371	(2)	—	585,852	18.00	08/11/2015
	3,424	(3)	—	—	4.50	02/26/2013
	43,687	(3)	—	—	4.50	02/25/2014
	59,153	(3)	—	—	4.50	03/03/2015
James E. Ashton III	140,173	(1)	63,715	—	18.00	08/11/2015	—	—	—	—
	108,598	(2)	—	401,727	18.00	08/11/2015
	3,083	(3)	—	—	4.50	02/22/2010
	50,648	(3)	—	—	4.50	08/22/2010
	36,578	(3)	—	—	4.50	11/18/2010
	11,111	(3)	—	—	4.50	03/07/2011
	34,000	(3)	—	—	4.50	03/07/2011
	10,740	(3)	—	—	4.50	03/06/2012
	77,885	(3)	—	—	4.50	03/03/2013
	39,437	(3)	—	—	4.50	02/25/2014
	55,038	(3)	—	—	4.50	03/03/2015
Harold C. Finders	121,826	(1)	55,375	—	18.00	08/11/2015	—	—	—	—
	31,568	(4)	74,765	—	20.72	09/20/2017
	67,875	(2)	—	251,083	18.00	08/11/2015
	18,934	(5)	—	172,465	20.72	09/20/2017
Michael K. Muratore	487,297	(1)	221,498	—	18.00	08/11/2015	—	—	—	—
	271,494	(2)	—	1,004,320	18.00	08/11/2015

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(1) Time-based stock options granted on August 12, 2005 and which vest over five years with 25% vesting one year from the date of grant, and 1/48th of the remaining balance vesting each month thereafter for 48 months.

(2) Performance-based options granted on August 12, 2005 and which vest upon the attainment of certain annual or cumulative earnings goals for the Company during the six-year period beginning January 1, 2005, as discussed in further detail above.

(3) Continuation options are fully vested. To the extent outstanding options of the Predecessor company were not exercised before closing the Transaction, such options converted into fully vested options to purchase equity units in the Parent Companies.

(4) Time-based stock options granted on September 21, 2007 and which vest over five years with 25% vesting one year from the date of grant, and 1/48th of the remaining balance vesting each month thereafter for 48 months.

(5) Performance-based options granted on September 21, 2007 and which vest upon the attainment of certain annual or cumulative earnings goals for the Company during the five-year period beginning January 1, 2007, as discussed in further detail above.

Option Exercises and Stock Vested

None of the Named Executive Officers exercised any stock options during the fiscal year ended December 31, 2008.

Pension Benefits

None of the Named Executive Officers receive benefits under any defined benefit or actuarial pension plan.

Employment and Change of Control Agreements

As discussed above, the Company entered into a definitive employment agreement with each of the Named Executive Officers. The terms of these agreements are described above under Compensation Discussion and Analysis.

Potential Payments Upon Termination or Change of Control

Pursuant to the terms of the executive employment agreements and option agreements, set forth below is a description of the potential payments the Named Executive Officers would receive if their employment was terminated on December 31, 2008.

The terms cause, good reason, change of control and sale of business are defined in the executive employment agreements. Forms of these agreements have been filed as exhibits to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2005.

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Termination without Cause or Resignation for Good Reason; Certain Change in Control or Sale of Business Transactions. If a Named Executive Officer’s employment is terminated by the Company without cause, or a Named Executive Officer terminates his employment in certain circumstances which constitute good reason, including certain change of control and sale of business transactions, then:

• the Company will pay the Named Executive Officer the following:

• a lump sum cash severance amount equal to the applicable multiplier multiplied by the sum of 2008 base salary and target incentive bonus;

• a lump sum cash payment of all accrued compensation (as defined in the agreement) as of December 31, 2008;

• a lump sum cash payment in an amount equal to the applicable multiplier multiplied by the Company’s cost of the Named Executive Officer’s medical, dental and vision coverage in effect on December 31, 2008, as increased by a tax gross-up payment equal to the income and FICA tax imposed on such payment;

• a lump sum cash payment in an amount equal to the applicable multiplier multiplied by $17,500, in lieu of retirement, life insurance and long term disability coverage, as increased by a tax gross-up payment equal to the income and FICA tax imposed on such payment;

• an amount equal to any excise tax charged to the Named Executive Officer as a result of the receipt of any change of control payments;

• performance-based options vest on a pro rata basis through the termination date, time-based options immediately stop vesting and all unvested time-based options are forfeited;

• if a change of control occurs and employment is not offered, then all unvested performance-based options vest on a return-on-equity basis and all unvested time-based options become fully vested;

• if a sale of the business occurs and the employment agreement is not assumed, then performance-based options vest on a pro rata basis through the termination date, all unvested time-based options become fully vested and all unvested performance-based options are forfeited.

Resignation without Good Reason; Voluntary Retirement and Certain Change in Control Transactions. If a Named Executive Officer terminates his employment voluntarily without good reason, including certain change of control transactions and retirements, then:

• with the exception of certain voluntary retirements, the Company will pay the Named Executive Officer only a lump sum cash payment of all accrued compensation with the exception of his 2008 pro rated target incentive bonus. Under the terms of Mr. Conde’s employment agreement, if a change of control occurs and Mr. Conde is offered employment but he resigns, his resignation is considered for good reason;

• if the Named Executive Officer voluntarily retires after August 11, 2008, provided he is at least 62 years of age, the Company will pay the Named Executive Officer a lump sum cash payment of all accrued compensation and upon satisfying certain conditions, $10,000 per month for twelve months from the date of termination;

• all performance-based options stop vesting as of the beginning of the year of termination, all time-based options immediately stop vesting, and all unvested time-based and performance-based options are forfeited;

• if a change of control occurs and employment is offered but the Named Executive Officer resigns, then all unvested performance-based options vest on a return-on-equity basis and all unvested time-based options become fully vested; and

• if the Named Executive retires after August 11, 2008, provided he is at least 62 years of age, then all performance-based options stop vesting as of the beginning of the year of termination, all time-based options continue to vest throughout the consulting period and all unvested performance-based options are forfeited.

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Termination for Cause. If the Company terminates a Named Executive Officer’s employment for cause, then:

• the Company will pay the Named Executive Officer only a lump sum cash payment of all accrued compensation with the exception of his 2008 pro rated target incentive bonus;

• all vested and unvested time and performance options are forfeited.

Disability or Death. If a Named Executive Officer’s employment is terminated due to his disability or death, then:

• the Company will pay the Named Executive Officer (or his beneficiary in the event of death) a lump sum cash payment of all accrued compensation;

• in the event of disability, if the Named Executive Officer elected to participate, he shall receive payments under an insurance policy offered through the Company until he reaches retirement age as defined by the 1983 Amended Social Security Normal Retirement Age;

• in the event of death, the Named Executive Officer’s beneficiary shall receive payments under an insurance policy offered through the Company; and

• performance-based options vest on a pro rata basis through the termination date; all time-based options immediately stop vesting and all unvested time-based options are forfeited.

In order to receive any of the above described severance benefits, the Named Executive Officer is required to execute a release of all claims against the Company. In order to exercise stock options, the Named Executive Officer must execute a certificate of compliance with the restrictive covenants contained in his employment agreement and all other agreements.

With the exception of Mr. Muratore, the tables below reflect the amount of compensation payable to each of the Named Executive Officers in the event of termination of such executive’s employment. The amounts shown assume that such termination was effective as of December 31, 2008, and thus includes amounts earned through such time and are estimates of the amounts which would be paid out to the Named Executive Officers upon their termination. The actual amounts to be paid, if any, can only be determined at the time of such executive’s separation from the Company. Effective as of February 2, 2009, Mr. Muratore retired from his position as an executive officer of the Company. The table for Mr. Muratore reflects the actual amount of compensation he received from the Company in connection with his retirement.

Cristóbal Conde—Potential Termination Payments and Benefits

Executive Benefits and Payment Upon Termination	Termination Without Cause or Resignation For Good Reason		Termination For Cause; Resignation Without Good Reason		Termination Due to Voluntary Retirement	Termination Due to Sale of Business Employment Not Offered		Termination Due to Change of Control Employment Not Offered		Termination Due to Change of Control Employment Offered but Resigns		Termination Due to Disability		Termination Due to Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	8,631,000		—	—	$	8,631,000	$	8,631,000	$	8,631,000		—		—
Target Incentive Bonus of Year of Termination	$	1,946,000		—	1,946,000	$	1,946,000	$	1,946,000	$	1,946,000	$	1,946,000	$	1,946,000
Time-Based Stock Options(2)		—		—	—	$	2,214,992	$	2,214,992	$	2,214,992		—		—
Performance-Based Stock Options(3)		—		—	—		—	$	10,043,231	$	10,043,231		—		—
Benefits & Perquisites:
Health and Welfare Benefits(4)	$	174,984		—	—	$	174,984	$	174,984	$	174,984		—		—
Life Insurance Proceeds		—		—	—		—		—		—		—	$	1,000,000
Disability Benefits		—		—	—		—		—		—		—		—
Accrued Vacation Pay	$	17,904	$	17,904	17,904	$	17,904	$	17,904	$	17,904	$	17,904	$	17,904
Excise Tax & Gross-Up		—		—	—		—		—		—		—		—
Total:	$	10,769,888	$	17,904	1,963,904	$	12,984,880	$	23,028,111	$	23,028,111	$	1,963,904	$	2,963,904

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(1) Consists of three times the sum of (a) 2008 base salary of $931,000 and (b) 2008 target incentive bonus of $1,946,000.

(2) Represents the value of accelerated unvested time-based options based upon a fair market price of $22.00 per Unit as of December 31, 2008. Excludes the value of vested time-based options.

(3) Represents the value of accelerated performance-based options if the Sponsors receive an amount constituting at least 300% of their equity investment (“Investment”). If the Sponsors receive an amount constituting at least 200% of their Investment, then the value of the accelerated performance-based options would be $4,253,575, and if the Sponsors receive an amount constituting less than 200% of their Investment the performance-based options would have no value. Excludes the value of vested performance-based options.

(4) Consists of three times the sum of (a) the Company’s cost of Mr. Conde’s medical, dental and vision coverage and (b) $17,500 in lieu of the Company’s retirement plan matching contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.

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Michael J. Ruane—Potential Termination Payments and Benefits

Executive Benefits and Payment Upon Termination	Termination Without Cause or Resignation For Good Reason		Termination For Cause; Resignation Without Good Reason		Termination Due to Voluntary Retirement		Termination Due to Sale of Business Employment Not Offered		Termination Due to Change of Control Employment Not Offered		Termination Due to Change of Control Employment Offered but Resigns		Termination Due to Disability		Termination Due to Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	3,540,000		—		—	$	3,540,000	$	3,540,000		—		—		—
Target Incentive Bonus of Year of Termination	$	726,000		—	$	726,000	$	726,000	$	726,000		—	$	726,000	$	726,000
Time-Based Stock Options(2)		—		—		—	$	483,620	$	483,620	$	483,620		—		—
Performance-Based Stock Options(3)		—		—		—		—	$	2,343,408	$	2,343,408		—		—
Benefits & Perquisites:
Health and Welfare Benefits(4)	$	141,593		—		—	$	141,593	$	141,593		—		—		—
Life Insurance Proceeds		—		—		—		—		—		—		—	$	909,000
Disability Benefits		—		—		—		—		—		—		—		—
Accrued Vacation Pay	$	8,731	$	8,731	$	8,731	$	8,731	$	8,731	$	8,731	$	8,731	$	8,731
Excise Tax & Gross-Up		—		—		—		—		—		—		—		—
Total:	$	4,416,324	$	8,731	$	734,731	$	4,899,944	$	7,243,352	$	2,835,759	$	734,731	$	1,643,731

(1) Consists of three times the sum of (a) 2008 base salary of $454,000 and (b) 2008 target incentive bonus of $726,000.

(2) Represents the value of accelerated unvested time-based options based upon a fair market price of $22.00 per Unit as of December 31, 2008. Excludes the value of vested time-based options.

(3) Represents the value of accelerated performance-based options if the Sponsors receive an amount constituting at least 300% of their Investment. If the Sponsors receive an amount constituting at least 200% of their Investment, then the value of the accelerated performance-based options would be $992,496, and if the Sponsors receive an amount constituting less than 200% of their Investment the performance-based options would have no value. Excludes the value of vested performance-based options.

(4) Consists of three times the sum of (a) the Company’s cost of Mr. Ruane’s medical, dental and vision coverage and (b) $17,500 in lieu of the Company’s retirement plan matching contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.

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James E. Ashton III—Potential Termination Payments and Benefits

Executive Benefits and Payment Upon Termination	Termination Without Cause or Resignation For Good Reason		Termination For Cause; Resignation Without Good Reason	Termination Due to Voluntary Retirement		Termination Due to Sale of Business Employment Not Offered		Termination Due to Change of Control Employment Not Offered		Termination Due to Change of Control Employment Offered but Resigns		Termination Due to Disability		Termination Due to Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	2,142,000	—			$	2,142,000	$	2,142,000		—		—		—
Target Incentive Bonus of Year of Termination	$	561,000	—	$	561,000	$	561,000	$	561,000		—	$	561,000	$	561,000
Time-Based Stock Options(2)		—	—		—	$	254,860	$	254,860	$	254,860		—		—
Performance-Based Stock Options(3)		—	—		—		—	$	1,606,910	$	1,606,910		—		—
Benefits & Perquisites:
Health and Welfare Benefits(4)	$	97,408	—		—	$	97,408	$	97,408		—		—		—
Life Insurance Proceeds		—	—		—		—		—		—		—	$	1,000,000
Disability Benefits(5)		—	—		—		—		—		—	$	1,449,038		—
Accrued Vacation Pay		—	—		—		—		—		—		—		—
Excise Tax & Gross-Up		—	—		—		—		—		—		—		—
Total:	$	2,800,408	—	$	561,000	$	3,055,268	$	4,662,178	$	1,861,770	$	2,010,038	$	1,561,000

(1) Consists of two times the sum of (a) 2008 base salary of $510,000 and (b) 2008 target incentive bonus of $561,000.

(2) Represents the value of accelerated unvested time-based options based upon a fair market price of $22.00 per Unit as of December 31, 2008. Excludes the value of vested time-based options.

(3) Represents the value of accelerated performance-based options if the Sponsors receive an amount constituting at least 300% of their Investment. If the Sponsors receive an amount constituting at least 200% of their Investment, then the value of the accelerated performance-based options would be $680,570, and if the Sponsors receive an amount constituting less than 200% of their Investment the performance-based options would have no value. Excludes the value of vested performance-based options.

(4) Consists of two times the sum of (a) the Company’s cost for Mr. Ashton’s medical, dental and vision coverage and (b) $17,500 in lieu of the Company’s retirement plan matching contribution, life insurance and long-term disability coverage. The health and welfare benefits have been increased by a tax gross-up equal to the estimated income and FICA tax that would be imposed on such payments.

(5) Reflects the estimated lump-sum present value of all future payments which Mr. Ashton would be entitled to receive under the Company’s fully insured disability program. Mr. Ashton is entitled to receive such benefits until he reaches the age of 66 years and 8 months.

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Harold C. Finders—Potential Termination Payments and Benefits

Executive Benefits and Payment Upon Termination	Termination Without Cause or Resignation For Good Reason		Termination For Cause; Resignation Without Good Reason	Termination Due to Voluntary Retirement		Termination Due to Sale of Business Employment Not Offered		Termination Due to Change of Control Employment Not Offered		Termination Due to Change of Control Employment Offered but Resigns		Termination Due to Disability		Termination Due to Death
Compensation:
Base Salary & Target Incentive Bonus(1)	$	2,379,038	—		—	$	2,379,038	$	2,379,038		—		—		—
Target Incentive Bonus of Year of Termination	$	594,759	—	$	594,759	$	594,759	$	594,759		—	$	594,759	$	594,759
Time-Based Stock Options(2)		—	—		—	$	317,200	$	317,200	$	317,200		—		—
Performance-Based Stock Options(3)		—	—		—		—	$	1,225,089	$	1,225,089		—		—
Benefits & Perquisites:
Health and Welfare Benefits(4)	$	54,905	—		—	$	54,905	$	54,905		—		—		—
Death Benefits		—	—		—		—		—		—		—	$	4,962,276
Disability Benefits(5)		—	—		—		—		—		—	$	8,812,732		—
Accrued Vacation Pay		—	—		—		—		—		—		—		—
Excise Tax & Gross-Up		—	—		—		—		—		—		—		—
Total:	$	3,028,702	—	$	594,759	$	3,345,902	$	4,570,991	$	1,542,289	$	9,407,491	$	5,557,035

(1) Consists of two times the sum of (a) 2008 base salary of $594,759 and (b) 2008 target incentive bonus of $594,759. Mr. Finders’ payments would be in Swiss Francs (CHF). These amounts have been converted into U.S. dollars at the December 31, 2008 currency exchange rate of 0.94730.

(2) Represents the value of accelerated unvested time-based options based upon a fair market price of $22.00 per Unit as of December 31, 2008. Excludes the value of vested time-based options.

(3) Represents the value of accelerated performance-based options if the Sponsors receive an amount constituting at least 300% of their Investment. If the Sponsors receive an amount constituting at least 200% of their Investment, then the value of the accelerated performance-based options would be $572,357, and if the Sponsors receive an amount constituting less than 200% of their Investment the performance-based options would have no value. Excludes the value of vested performance-based options.

(4) Consists of two times the sum of (a) the Company’s cost for Mr. Finders’ medical benefits, as converted into U.S. dollars and (b) $17,500 in lieu of the Company’s defined contribution pension plan contribution, life insurance and long-term disability coverage.

(5) Represents Swiss disability program benefits, as converted into U.S. dollars.

Michael K. Muratore—Termination Payments and Benefits

Mr. Muratore voluntarily retired from the Company effective as of February 2, 2009 and in connection with his retirement, Mr. Muratore waived his right to receive certain compensation from the Company. Consistent with the terms of his employment agreement, Mr. Muratore entered into a consulting agreement with the Company, effective February 3, 2009 to February 2, 2010.

Compensation Committee Interlocks and Insider Participation

Our Compensation Committee is currently comprised of Messrs. Connaughton, Greene and Marren, who were each appointed to the Compensation Committee in 2005 in connection with the Transaction, and Ms. Richardson, who was appointed to the Compensation Committee in March 2008. None of these individuals has been at any time an officer or employee of our Company. During 2008, we had no compensation committee “interlocks”—meaning that it was not the case that an executive officer of ours served as a director or member of the compensation committee of another entity and an executive officer of the other entity served as a director or member of our Compensation Committee.

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ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Pursuant to our Global Business Conduct and Compliance Program, all employees and directors (including our NEOs) who have, or whose immediate family members have, any financial interests in other entities where such involvement is or may appear to cause a conflict of interest situation are required to report to us the conflict. If the conflict involves a director or executive officer or is considered material, the situation will be reviewed by the Compliance Committee. The Compliance Committee will then consult with the Audit Committee and determine whether a conflict exists or will exist, and if so, what action should be taken to resolve the conflict or potential conflict. In other cases, conflicts are reviewed and resolved by the Compliance Committee. Additionally, in connection with the Transaction, the Holing Companies and the Sponsors entered into a principal investor agreement which requires affiliated party transactions involving the Sponsors to be approved by the majority of Sponsors not involved in the affiliated party transaction.

Other than as described under this heading, the Company has not adopted any formal policies or procedures for the review, approval or ratification of certain related-party transactions that may be required to be reported under the SEC disclosure rules. Such transactions, if and when they are proposed or have occurred, have traditionally been (and will continue to be) reviewed by the Audit Committee (other than the committee members involved, if any) on a case-by-case basis.

On August 11, 2005, upon completion of the Transaction, SunGard and the Holding Companies entered into a management agreement with affiliates of each of the Sponsors pursuant to which such entities or their affiliates will provide management consultant services, including financial, managerial and operational advice and implementation of strategies for improving the operating, marketing and financial performance of the Company and its subsidiaries. Under the management agreement, affiliates of the Sponsors receive quarterly annual management fees equal to 1% of the Company’s quarterly “EBITDA,” as defined in the Indenture dated August 11, 2005 governing the senior notes due 2013 (but assuming the management fee had not been paid for purposes of such calculation), and reimbursement for out-of-pocket expenses incurred by them or their affiliates in connection with the provision of management consulting services pursuant to the agreement. During the years ended December 31, 2006, 2007 and 2008, the Company recorded $14 million, $17 million and $23.3 million respectively relating to management fees.

In the event that the management agreement is terminated, the Sponsors 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 SunGard and the Holding Companies provide notice to the other. Finally, the management agreement provides that affiliates of the Sponsors will be entitled to receive a fee equal to 1% of the gross transaction value in connection with certain subsequent financing, acquisition, disposition and change of control transactions in excess of a threshold amount.

In addition to serving as a director, Mr. Mann is currently an employee of the Company and accordingly in 2008 received salary and benefits. See note 2 to the table under “Director Compensation.”

Our Sponsors and/or their respective affiliates have from time to time entered into, and may continue to enter into, arrangements with us to use our products and services in the ordinary course of their business, which often result in revenues to us in excess of $120,000 annually.

Two of our Sponsors, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co., and/or their respective affiliates served as co-managers in connection with both SunGard’s recent debt offering of $500,000,000 10.625% Senior Notes due 2015 and Incremental Term Loan. In connection with serving in such capacity, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co. received customary fees and expenses in amounts of $25.9 million and $4.3 million, respectively.

DIRECTOR INDEPENDENCE

The Parent Companies are privately held corporations with identical boards of directors. Our directors (other than Messrs. Conde and Mann) are not independent because of their affiliations with funds which hold more than 5% equity interests in the Parent Companies. Messrs. Conde and Mann are not independent directors because they are currently employed by the Company.

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ITEM 8. LEGAL PROCEEDINGS

We are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.

ITEM 9. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANTS’ COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our outstanding common and preferred stock is privately held, and there is no established public trading market for either.

Holders

As of April 15, 2009, SCC had a total of 254,485,515 outstanding shares of Class A common stock and 28,275,865 outstanding shares of Class L common stock, which was held by 178 stockholders and 174 stockholders, respectively. SCC holds all of the common stock of SCC II and as of April 15, 2009, SCCII had a total of 9,787,812 outstanding shares of preferred stock, which was held by 174 stockholders.

Dividends

None.

Equity Compensation Plan Information

The following table contains certain information as of December 31, 2008 with respect to the SunGard 2005 Management Incentive Plan under which equity in the Parent Companies are authorized for issuance.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights (A)			Weighted- Average Exercise Price of Outstanding Options, Warrants and Rights (B)			Number of Securities Remaining Available for Issuance Under Equity Compensation Plans (excluding Securities Reflected in Column (A)) (C)
	Shares of Class A Common Stock	Shares of Class L Common Stock	Shares of Preferred Stock				Shares of Class A Common Stock	Shares of Class L Common Stock	Shares of Preferred Stock
Equity compensation plans approved by security holders
Options for Units	41,298,334	4,587,292	1,588,397	$	16.25
Restricted Stock Units	4,831,090	536,623	185,811	$	23.07	*	775,840	1,466,150	583,850
Options for Class A Common Stock	9,388,589			$	2.47
Equity compensation plans not approved by security holders	—	—	—		—		—	—	—
Total	55,518,013	5,123,915	1,774,208				775,840	1,466,150	583,850

* Value of restricted stock units as of date of grant.

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ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES

The following information relates to options and RSUs issued by us pursuant to our 2005 Management Incentive Plan, as amended (the “Plan”) within the past three years and does not take into account options and RSUs that were canceled during those years. We generally, but not always, issue both time-based and performance-based options and RSUs to eligible participants under the Plan four times each year. Since August 2005 we have granted options to purchase Units under the Plan (“Unit Options”). Beginning in 2007, awards granted under the Plan generally consisted of RSUs and options to purchase SCC Class A-8 common stock (“Class A Options” and together with Unit Options, “options”). All awards under the Plan are granted at fair market value on the date of grant. The table below shows the aggregate total of the options and RSUs issued under the Plan for each of the last three fiscal years and for the period beginning January 1, 2009 through April 30, 2009. The option and RSU grants were conducted in reliance upon the available exemptions from the registration requirements of the Securities Act, including those contained in Rule 701 promulgated under Section 3(b), which relates to exemptions for offers and sales of securities pursuant to certain compensatory benefit plans. No consideration was paid to the registrants by any recipient of any of the options or RSUs set forth in the table below for the grant of stock options or RSUs as applicable.

Grant Date	Units
	Options (in millions)	RSUs (in millions)	Class A Options (in millions)
2006	2.6	—	—
2007	1.7	1.1	2.7
2008	0.4	2.8	7.1
January 1 to April 30, 2009	—	—	—

The following information relates to all Units sold by us to accredited investors within the past three years and for the period beginning January 1, 2009 through April 30, 2009 and not registered under the Securities Act. Each of the transactions described below was conducted in reliance upon the available exemptions from the registration requirements of the Securities Act, including those contained in Section 4(2), on the basis that such transactions did not involve a public offering, and on Rule 701 promulgated under Section 3(b), which related to exemptions for offers and sales of securities pursuant to certain compensatory benefit plans. There were no underwriters employed in connection with any of the transactions set forth in this Item 10.

Sold	Purchase Price (fair market value on date of sale)	Number of Units Sold
December 22, 2006	$18.00 per Unit	222,222
February 4, 2008	$22.52 per Unit	13,321
July 9, 2008	$24.51 per Unit	8,159
January 1 to April 30, 2009	—	—

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ITEM 11. DESCRIPTION OF REGISTRANTS’ SECURITIES TO BE REGISTERED

Overview of our Capital Stock

The authorized capital of SCC consists of 600,000,000 shares, par value $0.001 per share, consisting of 35,000,000 shares of Class A-1 common stock; 35,000,000 shares of Class A-2 common stock; 35,000,000 shares of Class A-3 common stock; 29,000,000 shares of Class A-4 common stock; 35,000,000 shares of Class A-5 common stock; 22,000,000 shares of Class A-6 common stock; 35,000,000 shares of Class A-7 common stock; 324,000,000 shares of Class A-8 common stock (collectively all such Classes of common A stock are referred to as “Class A common stock”); and 50,000,000 shares of Class L common stock (“Class L common stock”). As of April 15, 2009, SCC had a total of 254,485,515 outstanding shares of Class A common stock and 28,275,865 outstanding shares of Class L common stock, which was held by 174 stockholders and 171 stockholders, respectively. The authorized capital of SCCII consists of 15,000,000 shares, par value $0.001 per share, consisting of 1,000 shares of common stock and 14,999,000 shares of 11.5% cumulative preferred stock (“preferred stock”). As of the date hereof, all of the outstanding SCCII common stock is held by SCC and, as of April 15, 2009, SCCII had a total of 9,787,812 outstanding shares of preferred stock, which was held by 171 stockholders. Additionally, as of April 15, 2009, we have outstanding options to acquire 28,466,585 Units, which are comprised of 37,006,561 shares of Class A common stock, 4,110,575 shares of Class L common stock and 1,423,329 shares of preferred stock to approximately 483 of our employees, outstanding options to acquire 9,182,120 shares of Class A-8 common stock to approximately 781 of our employees, and 3,649,347 outstanding RSUs granting the conditional right to receive 4,744,151 shares of our Class A common stock, 526,966 shares of our Class L common stock and 182,467 shares of preferred stock to approximately 783 employees.

Common Stock

SCC has nine classes of common stock, designated as Class L and Class A-1 through Class A-8. Class L common stock has substantially 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 of 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 classes of Class A common stock to elect separate directors.

Preferred stock

SCCII currently has one class of preferred stock. The preferred stock is non-voting and ranks senior in right of payment to SCCII’s common stock. Each share of preferred stock has a liquidation preference of $100 (the initial “Class P Liquidation Preference”) plus an amount equal to accrued and unpaid dividends accruing at a rate of 11.5% per annum of the initial Class P Liquidation Preference ($100 per share), compounded quarterly. The preferred stock is not entitled to any other participation in the increase in value of our Company. The preferred stock will not be convertible or exchangeable into any other shares of stock at the option of the holder and is not redeemable at the option of any holder. Holders of preferred stock are entitled to receive cumulative preferential dividends, if declared by the Board of Directors, at a rate of 11.5% per annum of the initial Class P Liquidation Preference ($100 per share) payable quarterly in arrears. Dividends on the preferred stock will accrue whether or not dividends are declared.

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2005 Management Incentive Plan

Our 2005 Management Incentive Plan, as amended (the “Plan”) is not designed to raise capital. Rather, the Plan has been established to advance the interests of the Company and its affiliates by providing for the grant to participants of stock-based and other incentive awards. While the Plan provides for a number of different types of awards, including stock options, restricted and unrestricted stock, RSUs, performance awards, cash awards, and certain other awards that are convertible into or exchangeable for stock, the RSUs are the only type of award that is the subject of this registration statement. RSUs have been granted under the Plan to employees subject to the terms and conditions of the Plan and the applicable Management Time-Based Restricted Stock Unit Agreement (“Time-Based Agreement”) or Management Performance-Based Restricted Stock Unit Agreement (“Performance-Based Agreement” and together with the Time-Based Agreement, the “RSU Agreements”) entered into between us and the employee and subject to the restrictions and other provisions contained in the Stockholders Agreement among SCC, SCCII, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and certain stockholders of SCC and SCCII, dated as of August 10, 2005 (as in effect from time to time, the “Stockholders Agreement”). This summary of our Plan and the related form RSU Agreements is not complete, and is qualified by reference to the Plan, the form RSU Agreements, the Stockholders Agreement and our certificates of incorporation and bylaws. You should read this summary together with our Plan, form RSU Agreements, Stockholders Agreement and certificates of incorporation and bylaws, which are exhibits to this registration statement.

Administration. The Plan is administered, with respect to SCC, by the SCC board of directors or one or more committees of the SCC board and, with respect to SCCII, by the SCCII board of directors or one or more committees of the SCCII board (collectively, the “Administrator”). The Administrator may delegate ministerial tasks to such persons as it deems appropriate. The Administrator has the authority to interpret the Plan; determine eligibility for and grant awards; determine, modify or waive the terms and conditions of any award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan.

Limits on Shares Deliverable Under the Plan. The maximum number of shares of Class A common stock that may be delivered in satisfaction of awards under the Plan is sixty million (60,000,000), the maximum number of shares of Class L common stock that may be delivered in satisfaction of awards under the Plan is seven million (7,000,000) and the maximum number of shares of preferred stock that may be delivered in satisfaction of awards under the Plan is two million five hundred thousand (2,500,000). The number of shares of stock delivered in satisfaction of awards shall, for purposes of the preceding sentence, be determined net of shares of stock withheld by the Company in payment of the exercise price of the award or in satisfaction of tax withholding requirements with respect to the award. In addition, to the extent consistent with the requirements of Section 422 of the Internal Revenue Code and regulations thereunder, stock issued under awards of an acquired company that are converted, replaced or adjusted in connection with the acquisition do not reduce the number of shares available for awards under the Plan.

Eligibility. Participation is limited to those key employees and directors of, and consultants and advisors to, the Company or its affiliates who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its affiliates and who are selected by the Administrator to receive an award.

RSUs. Each RSU represents the conditional right to receive a unit consisting of an undivided interest in 1.3 shares of Class A common stock, 0.1444 shares of Class L common stock, and 0.05 shares of preferred stock (“Unit”), determined at the date of grant, as it may be adjusted. No Shares are issued to the holder at the time the award is made, and the holder is not, and does not have any of the rights or privileges of, a stockholder of the Parent Companies with respect to any Units recorded in, or credited to, the holder until Shares are distributed. RSUs are subject to certain restrictive covenants set forth in the RSU Agreements, including covenants of non-competition, non-solicitation, non-disclosure and covenants relating to invention assignment.

Payment of Shares. The holder’s vested RSUs are paid in Shares upon the first to occur of (i) a change of control that meets the requirements of a “change in control event” under Section 409A of the Internal Revenue Code, (ii) the holder’s separation from service to us without cause, or (iii) the date that is five years after the date of grant. If a change of control occurs before the RSUs are fully vested, any RSUs that subsequently vest are paid upon the first to occur of clauses (ii) and (iii) above.

Vesting of RSUs. The RSUs are subject to forfeiture until the restrictions on the right to receive payment pursuant to the RSUs lapse in whole or in specified part, which is referred to as vesting. With respect to RSUs

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issued under the Time-Based Agreement, ten percent of such RSUs vest on the first anniversary of the date of their grant (the “Initial Vesting Date”) and the remaining ninety percent vest in equal monthly installments over the 48 months following the Initial Vesting Date. With respect to RSUs issued under the Performance-Based Agreement, RSUs vest each calendar year based on various performance targets set forth in the Performance-Based Agreement, and some RSUs may vest based on the achievement of cumulative year performance targets that generally extend over a period of five or six years. The vesting schedules are subject to adjustment in the event the holder is terminated by the Company, resigns or retires, or the Company undergoes a change of control as described below.

In the case of termination of the holder for cause, the RSUs will be immediately forfeited and terminate as of the date of termination. In the case of termination of the holder without cause or upon death or disability, then (i) the holder’s time-based RSUs immediately stop vesting, and any unvested time-based RSUs are forfeited as of the date of termination and (ii) the holder’s performance-based RSUs will continue vesting through the end of the year of termination, provided that only a pro-rated portion of the RSUs that otherwise would have vested at the end of such year shall vest based on the number of days the holder was employed during such year. In the case of a holder resigning or retiring, then, with respect to time-based RSUs, the RSUs immediately stop vesting, and any unvested time-based RSUs are forfeited as of the date of resignation, and with respect to performance-based RSUs, if the holder resigns the RSUs are deemed to have stopped vesting at the beginning of the year in which the holder resigned and if the holder retires the RSUs shall continue vesting through the end of the year of retirement, provided that only a pro-rated portion of the RSUs that otherwise would have vested at the end of such year shall vest based on the number of days the holder was employed during such year. In the case of a sale of certain business segments where the holder is employed by the business segment and is not offered employment by the acquiring company on substantially similar terms and conditions, or upon an involuntary termination within six months following a change of control other than for cause, time-based RSUs become fully vested and the effect of a change of control on performance-based RSUs will be determined by the compensation committee of the board of directors and the chief executive officer.

Distributions, Redemptions, etc. In the case of any dividend or other distribution that is paid with respect to Shares, the account of each holder will be credited with an equivalent per share amount calculated based on the number of Shares of the class of stock underlying the Unit that was paid pursuant to such dividend or distribution. On the fifth business day after the end of each calendar quarter, the Company will pay to the holder in cash the amount credited to that holder pursuant to such dividend or distribution that relates to vested RSUs. Amounts credited to each holder that relate to unvested RSUs will be paid to the holder on the fifth business day after the end of the calendar quarter in which such RSUs vest. In the case of a redemption or repurchase of Shares, the number of Shares of the class of stock redeemed or repurchased that are subject to outstanding RSUs will be proportionately reduced.

Stockholders Agreement. The RSUs and the underlying Shares are subject to restrictions on voting and transfer and requirements of sale and other provisions set forth in the Stockholders Agreement and are subject to forfeiture if SCC determines that the holder is not in compliance with the provisions of any agreement between the holder and the Company. Among other provisions set forth in the Stockholders Agreement, the RSUs and the related Shares are also subject to certain call and put rights contained in Section 6 of the Stockholders Agreement and any Shares issued upon vesting of the RSUs must bear such legends as may be required or provided for under the terms of the Stockholders Agreement. See “Description of Registrants’ Securities to be Registered – Stockholders Agreement.”

Forfeiture. The RSUs are subject to forfeiture until they vest. In addition, for a period of six months after the date of delivery of Shares pursuant to an RSU, such delivery may be rescinded if the holder fails to comply in any material respect with the terms of the restrictive covenants set forth in the RSU Agreements or any other agreement with, or duty to, SCC or its affiliates. If the Shares are rescinded, the holder would be required to remit or deliver to SCC the amount of any gain realized upon the sale or exchange of any Shares and the number of Shares received in connection with the rescinded delivery.

Transfer Restrictions. RSUs granted under the Plan are not transferable other than by the laws of descent and distribution, or to a legal representative in the event of the holder’s incapacity. Shares issued pursuant to RSUs are subject to restrictions on voting and transfer and requirements of sale and other provisions set forth in the Stockholders Agreement.

There is no market or periodically available process or methodology that would allow holders of RSUs granted under the Plan to receive any consideration or compensation for these RSUs at any time.

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Other Awards. In addition to RSUs, Class A Options and Unit Options have also been granted under the Plan.

Amendment and Termination. The Administrator may amend, alter or terminate the Plan in its sole discretion. No amendment may materially and adversely affect or impair any of the rights of a participant under any RSUs outstanding as of the date of such amendment.

Stockholders Agreement

The following is not a complete summary of the terms of the Stockholders Agreement. You should read the Stockholders Agreement, attached as exhibit 10.45 to this Registration Statement for a complete description of important terms and conditions contained in the Stockholders Agreement. Certain of the restrictions described below may expire or be significantly reduced after an initial public offering (an “Initial Public Offering”) or other public offering or offerings which exceed(s) a specified size (a “Qualified Public Offering”). The term “stockholder” as used in this section refers to all holders of Equity Securities.

Permitted Transfers. For the first five years after the closing of the Transaction, but prior to a Qualified Public Offering, stockholders generally may not transfer Equity Securities without the consent of a super-majority in interest of the Sponsors other than to immediate family members or estate planning vehicles, charitable organizations, in a transaction subject to the tag-along and drag-along provisions described below or in certain other private transfers which may be subject to tag-along and right of first offer provisions described herein. After a Qualified Public Offering, or any prior public offering including the Qualified Public Offering with the consent of the Sponsors, Equity Securities will be transferable in a public offering, in accordance with Rule 144 under the Securities Act, in a block sale to a financial institution or in other sorts of private transfers. Stockholders are generally subject to limitations on transfers to certain “strategic investors,” transfers which would jeopardize the ability of the Company to do a tax free spin-off of one of its business units and any underwriter lock-ups in connection with a public offering of the Company’s securities.

Tag Along Rights. Prior to a Qualified Public Offering, stockholders wishing to transfer their Equity Securities (each a “Prospective Selling Stockholder”) to a buyer (other than affiliates or certain other permitted transferees or charitable organizations) are subject to the tag along rights of other stockholders. Subject to certain exceptions, stockholders other than the Prospective Selling Stockholder have the right to participate in sales by any Prospective Selling Stockholder (subject to a pro rata cut-back by which the stockholder can only sell his or her pro-rata percentage) on the same basis as the Prospective Selling Stockholder.

Drag Along Rights. Prior to the third anniversary of a Qualified Public Offering, the Sponsors have the right at any time to require all other stockholders to sell Equity Securities at the same price and on the same other terms as the Sponsors when the Sponsors sell their Equity Securities in a “change of control” transaction. Similarly, prior to a Qualified Public Offering, the Sponsors generally have the right to require all other stockholders to exchange or convert their Equity Securities in a recapitalization transaction on comparable terms to the terms on which the Sponsors are exchanging or converting their Equity Securities in the recapitalization.

Right of First Offer. If any stockholder proposes to sell Equity Securities prior to a Qualified Public Offering, the Sponsors, on a pro rata basis, will have a right of first offer to purchase the Equity Securities proposed to be sold.

Lock-Up. In connection with any underwritten public offering and any other public offerings, each stockholder agrees to be bound by any lock-up agreement agreed to by a majority in interest of the Sponsors, provided, that these lock-up agreements may not bind the stockholder for longer than 180 days following the initial public offerings up to and including the Qualified Public Offering, and 90 days for subsequent public offerings.

Voting Agreement. The Stockholders Agreement includes provisions pursuant to which all stockholders agree to vote their shares as directed by the Sponsors with respect to a sale, recapitalization, merger, consolidation, reorganization or any other transaction involving us and with respect to any recapitalization transaction, in either case incident to the exercise of their Drag Along Rights. All stockholders must also agree to vote their Shares in favor (to the same extent and in the same proportion as the Sponsors have voted) of an amendment to SCC’s charter including any increase in the number of authorized common shares to the extent necessary to permit the conversion of common shares as set forth in SCC’s charter.

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Call Rights. Pursuant to the Stockholders Agreement, if an RSU holder’s employment is terminated or the holder resigns, we will have a call option on such holder’s Equity Securities and certain options. To the extent that we do not exercise this call right, the Equity Securities will be subject to a similar call right of the Sponsors. Except where the RSU holder is terminated “for cause,” the call price for any Shares or option or RSU that is vested will be fair market value, and for any share or option or RSU that is unvested (and not forfeited in connection with the cessation of employment) will be the lower of cost or fair market value. If the RSU holder is terminated “for cause,” the call price on all Shares and options will be the lower of cost or fair market value. In limited circumstances, we may issue a promissory note that bears interest at the prime rate plus 1% and will become payable over the three year period from the date of issuance of the note in lieu of cash to pay the call price. Our and the Sponsors’ call right will end on a Qualified Public Offering.

Put Rights. Pursuant to the Stockholders Agreement, if an RSU holder’s employment ceases as a result of his or her death or disability, the holder or his or her beneficiaries will have the right to cause us to repurchase such holder’s Equity Securities and options; provided, that with respect to Shares the put option will apply only with respect to Shares that have been held by the holder (or his or her beneficiaries) for at least six months. The put price for such holder’s Shares is fair market value. We are required to use commercially reasonable efforts to pay the put price in cash, provided that if we are not able to pay the put price in cash as a result of any contractual or legal restriction, we may issue a promissory note that bears interest at the prime rate plus 1% and will become payable over the three year period from the date of the issuance of the note. The put option will expire on a Qualified Public Offering.

Amendment and Termination. Certain provisions of the Stockholders Agreement may be amended, modified, extended, terminated or waived without prior notice to a holder of RSUs, including in ways that may materially and adversely affect the rights of an RSU holder.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Section 102(b)(7) of the Delaware General Corporation Law (“DGCL”) enables a corporation in its original certificates of incorporation or an amendment thereto to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except (i) for any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for liability of directors for unlawful payment of dividends or unlawful stock purchase or redemptions pursuant to Section 174 of the DGCL or (iv) for any transaction from which a director derived an improper personal benefit. Our certificate of incorporation includes a provision that eliminates the personal liability of directors for monetary damages for breach of fiduciary duty as a director to the fullest extent authorized by the DGCL.

Section 145(a) of the DGCL provides in relevant part that a corporation may indemnify any officer or director who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another entity, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful.

Section 145(b) of the DGCL provides in relevant part that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation

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unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Our certificates of incorporation and bylaws generally provide that we will indemnify our directors and officers to the fullest extent permitted by law and, upon request, advance expenses to any director or officer who is or was a party or is threatened to be made a party to any threatened, pending or completed action or suit. We and our subsidiary SunGard have also entered into indemnification agreements with certain of our directors and officers. Such agreements generally provide for indemnification by reason of being our director or officer, as the case may be. These agreements are in addition to the indemnification provided by our and SunGard’s charters and bylaws.

We also obtained officers’ and directors’ liability insurance which insures against liabilities that our officers and directors may, in their capacities as our officers and directors, incur. Section 145(g) of the DGCL provides that a corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation would have the power to indemnify such person against such liability under that section.

ITEM 13. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

See “Item 15. Financial Statements and Exhibits.”

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS

(a) Financial Statements.

Our financial statements appearing on pages F-1 through F-146 are incorporated herein by reference. Our pro forma financial information, relating to the acquisition of GL TRADE S.A., appearing on pages P-1 through P-3 is incorporated herein by reference.

(b) Exhibits.

The exhibits that are incorporated by reference in this registration statement on Form 10, or are filed with this registration statement, are listed in the LIST OF EXHIBITS following the signature page of this registration statement.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: June 26, 2009	SunGard Capital Corp.
	By:	/s/    Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Senior Vice President – Finance and Chief Financial Officer
Date: June 26, 2009	SunGard Capital Corp. II
	By:	/s/    Michael J. Ruane
	Name:	Michael J. Ruane
	Title:	Senior Vice President – Finance and Chief Financial Officer

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LIST OF EXHIBITS

NUMBER	DOCUMENT
3.1*	Amended and Restated Certificate of Incorporation of SunGard Capital Corp. (filed with this registration statement).
3.2*	Amended and Restated Certificate of Incorporation of SunGard Capital Corp. II (filed with this registration statement).
3.3*	Amended and Restated Bylaws of SunGard Capital Corp. (filed with this registration statement).
3.4*	Bylaws of SunGard Capital Corp. II (filed with this registration statement).
4.1	Indenture dated January 15, 2004 between SunGard and The Bank of New York, as trustee (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).
4.2	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 9 1/8% Senior Notes and Senior Floating Rate Notes (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
4.3	Indenture, dated as of August 11, 2005, among Solar Capital Corp., SunGard Data Systems Inc., Guarantors named therein and The Bank of New York, as Trustee, governing the 10 1/4% Senior Subordinated Notes (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
4.4	Indenture, dated as of September 29, 2008, among SunGard Data Systems Inc., Guarantors named therein and The Bank of New York Mellon, as Trustee, governing the 10.625% Senior Notes (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated September 29, 2008 and filed October 3, 2008 (Commission File No. 1-12989)).
10.1	Lease, dated April 12, 1984, between SunGard and Broad and Noble Associates, Inc., relating to SunGard’s facility at 401 North Broad Street, Philadelphia, Pennsylvania, and Amendments thereto, dated October 18, 1989, September 30, 1991 and November 19, 1992 (“401 Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1992 (Commission File No. 0-14232)).
10.2	Amendment to 401 Lease, dated October 9, 1995 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1995 (Commission File No. 0-14232)).
10.3	Amendment to 401 Lease, dated December 23, 1996 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1996 (Commission File No. 0-14232)).
10.4	Amendment to 401 Lease, dated March 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).

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NUMBER	DOCUMENT
10.5	Amendment to 401 Lease, dated December 18, 1997 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1997 (Commission File No. 1-12989)).
10.6	Amendment to 401 Lease, dated June 9, 1999 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1999 (Commission File No. 1-12989)).
10.7	Amendment to 401 Lease, dated June 29, 2000 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2000 (Commission File No. 1-12989)).
10.8	Amendment to 401 Lease, dated March 31, 2006 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2006 (Commission File No. 1-12989)).
10.9	October 1999 Lease by and between Russo Family Limited Partnership and SunGard (as successor to Comdisco, Inc.); Amendment to Lease Agreement, dated November 15, 2001, by and between Russo Family Limited Partnership and SunGard; and Lease Assignment and Assumption Agreement, dated November 15, 2001, between Comdisco, Inc. and SunGard (each relating to SunGard’s facility at 777 Central Boulevard, Carlstadt, New Jersey) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2001 (Commission File No. 1-12989)).
10.10	August 2002 Lease Agreement between 760 Washington Avenue, L.L.C. and SunGard relating to SunGard’s facility at 760 Washington Avenue, Carlstadt, New Jersey (“760 Washington Lease”) (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2002 (Commission File No. 1-12989)).
10.11	Amendment to 760 Washington Lease, dated May 16, 2003 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2003 (Commission File No. 1-12989)).
10.12	January 2005 Lease Agreement between 410 Commerce L.L.C. and SunGard relating to SunGard’s facility at 410 Commerce Boulevard, Carlstadt, New Jersey (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2004 (Commission File No. 1-12989)).
10.13	Credit Agreement, dated as of August 11, 2005, among Solar Capital Corp. and the Overseas Borrowers party thereto as Borrowers, SunGard Holdco LLC, SunGard Data Systems Inc., JPMorgan Chase Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the Other Lenders party thereto, Citigroup Global Markets Inc. and Deutsche Bank Securities Inc., as Co-Syndication Agents, and Barclays Bank PLC and The Royal Bank of Canada as Co-Documentation Agents, J.P. Morgan Securities Inc. and Citigroup Global Markets Inc., as Co-Lead Arrangers, and J.P. Morgan Securities Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. as Joint Bookrunners (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

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NUMBER	DOCUMENT
10.14	Amendment dated February 28, 2007 to Credit Agreement (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated February 28, 2007 and filed March 2, 2007 (Commission File No. 1-12989)).
10.15	Second Amendment dated September 29, 2008 to Credit Agreement (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K/A dated September 29, 2008 and filed October 6, 2008 (Commission File No. 1-12989)).
10.16	Amended and Restated Credit Agreement, dated as of June 9, 2009 (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated June 9, 2009 and filed June 10, 2009 (Commission File No 1-12989)).
10.17	Guarantee Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Administrative Agent (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.18	Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.19	Intellectual Property Security Agreement, dated as of August 11, 2005, among SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard Data Systems Inc. identified therein and JPMorgan Chase Bank, N.A., as Collateral Agent (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.20	Credit and Security Agreement, dated as of March 27, 2009, by and among SunGard AR Financing LLC as the Borrower, the financial institutions signatory thereto from time to time as the Lenders, and General Electric Capital Corporation as a Lender, as the Swing Line Lender and as the Administrative Agent (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated March 27, 2009 and filed April 2, 2009 (Commission File No. 1-12989)).
10.21	Receivables Sale Agreement, dated as of March 27, 2009, by and among each of the persons signatory thereto from time to time as Sellers, SunGard AR Financing LLC as the Buyer, and SunGard Data Systems Inc., as the Seller Agent. (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated March 27, 2009 and filed April 2, 2009 (Commission File No. 1-12989)).
10.22	Seller Support Agreement, dated as of March 27, 2009, by SunGard Data Systems Inc., in favor of SunGard AR Financing LLC (incorporated by reference to the Exhibit filed with SunGard’s Current Report on Form 8-K dated March 27, 2009 and filed April 2, 2009 (Commission File No. 1-12989)).
10.23 (1)	Form of Change in Control Agreement including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).
10.24 (1)	Form of Change in Control Agreement not including the 30-Day Clause between SunGard Data Systems Inc. and certain key executives of SunGard Data Systems Inc., effective December 15, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated December 14, 2004 and filed on December 20, 2004).

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NUMBER	DOCUMENT
10.25 (1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.26 (1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.27 (1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.28 (1)	Form of Executive Employment Agreement, effective as of August 11, 2005, between SunGard Data Systems Inc. and certain executive officers of SunGard Data Systems Inc. located in California, the United Kingdom and Switzerland employed by a subsidiary of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.29 (1)	Employment Agreement between Cristóbal Conde and SunGard Data Systems Inc., dated and effective as of August 11, 2005 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.30 (1)	Employment Agreement between Eric Berg and SunGard, dated and effective as of October 9, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
10.31 (1)	Employment Agreement between Gil Santos and SunGard, dated and effective as of November 15, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
10.32 (1)	Agreement between James L. Mann and SunGard Data Systems Inc. dated August 16, 2002 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2002 (Commission File No. 1-12989)), as amended by Amendment dated as of February 25, 2004 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004 (Commission File No. 1-12989)).
10.33 (1)	SunGard 2005 Management Incentive Plan as Amended September 6, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.34 (1)	SunGard Dividend Rights Plan as Amended September 6, 2007 (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.35 (1)	Forms of Rollover Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.36 (1)	Forms of Time-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

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NUMBER	DOCUMENT
10.37 (1)	Forms of Performance-Based Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.38 (1)	Forms of Time-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.39 (1)	Forms of Performance-Based Restricted Stock Unit Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.40 (1)	Forms of Time-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.41 (1)	Forms of Performance-Based Class A Stock Option Award Agreements (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2007 (Commission File No. 1-12989)).
10.42 (1)	Summary Description of SunGard’s Annual Executive Incentive Compensation Program (incorporated by reference to the Exhibits filed with SunGard’s Current Report on Form 8-K dated May 16, 2006 and filed May 22, 2006 (Commission File No. 1-12989)).
10.43 (1)	Form of Indemnification Agreement entered into by SunGard with certain officers (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 1991 (Commission File No. 0-14232)).
10.44 (1)	Form of Indemnification Agreement between SunGard Capital Corporation, SunGard Capital Corporation II, SunGard Holding Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and directors and certain executive officers of SunGard Data Systems Inc. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.45	Stockholders Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.46	Participation, Registration Rights and Coordination Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and Certain Persons who will be Stockholders of SunGard Capital Corp. and SunGard Capital Corp. II (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).

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NUMBER	DOCUMENT
10.47	Principal Investor Agreement, dated as of August 10, 2005, by and among SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and the Principal Investors (“Principal Investor Agreement”) (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
10.48	Amendment No. 2 to Principal Investor Agreement, dated as of January 31, 2008 (incorporated by reference to the Exhibits filed with SunGard’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (Commission File No. 1-12989)).
10.49	Management Agreement, dated as of August 11, 2005, by and among SunGard Data Systems Inc., SunGard Capital Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC, Bain Capital Partners, LLC, Blackstone Communications Advisors I L.L.C., Blackstone Management Partners IV L.L.C., Goldman, Sachs & Co., Kohlberg Kravis Roberts & Co. L.P., Providence Equity Partners V Inc., Silver Lake Management Company, L.L.C. and TPG GenPar IV, L.P. (incorporated by reference to the Exhibits filed with SunGard’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2005 (Commission File No. 1-12989)).
21.1*	Subsidiaries of the Registrants (filed with this registration statement).

(1) Management contract or compensatory plan or arrangement.

* Previously filed.

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FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Consolidated Financial Statements

Audited Annual Financial Statements

Reports of Independent Registered Public Accounting Firm	F-2
SunGard Capital Corp.
Consolidated Balance Sheets as of December 31, 2007 and 2008	F-4
Consolidated Statements of Operations for the years ended December 31, 2006, 2007 and 2008	F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2007 and 2008	F-6
Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2006, 2007 and 2008	F-7
SunGard Capital Corp. II
Consolidated Balance Sheets as of December 31, 2007 and 2008	F-8
Consolidated Statements of Operations for the years ended December 31, 2006, 2007 and 2008	F-9
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2007 and 2008	F-10
Consolidated Statement of Stockholders’ Equity for the years ended December 31, 2006, 2007 and 2008	F-11
SunGard Data Systems Inc.
Consolidated Balance Sheets as of December 31, 2007 and 2008	F-12
Consolidated Statements of Operations for the years ended December 31, 2006, 2007 and 2008	F-13
Consolidated Statements of Cash Flows for the years ended December 31, 2006, 2007 and 2008	F-14
Consolidated Statement of Stockholder’s Equity for the years ended December 31, 2006, 2007 and 2008	F-15
Notes to Consolidated Financial Statements	F-16

Interim Financial Statements (unaudited)

SunGard Capital Corp.
Consolidated Balance Sheets as of December 31, 2008 and March 31, 2009	F-43
Consolidated Statements of Operations for the three months ended March 31, 2008 and 2009	F-44
Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2009	F-45
SunGard Capital Corp. II
Consolidated Balance Sheets as of December 31, 2008 and March 31, 2009	F-46
Consolidated Statements of Operations for the three months ended March 31, 2008 and 2009	F-47
Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2009	F-48
SunGard Data Systems Inc.
Consolidated Balance Sheets as of December 31, 2008 and March 31, 2009	F-49
Consolidated Statements of Operations for the three months ended March 31, 2008 and 2009	F-50
Consolidated Statements of Cash Flows for the three months ended March 31, 2008 and 2009	F-51
Notes to Consolidated Financial Statements	F-52
GL TRADE S.A.
Reports of independent auditors	F-63
Consolidated Statements of Income	F-64
Consolidated Statements of Recognized Income and Expense	F-65
Consolidated Balance Sheets	F-66
Consolidated Statements of Cash Flows	F-67
Consolidated Statement of Changes in Shareholders’ Equity	F-68
Notes to Consolidated Financial Statements	F-70
GL TRADE S.A.
Consolidated Statements of Income	F-125
Consolidated Statements of Recognized Income and Expense	F-126
Consolidated Balance Sheet	F-127
Consolidated Statements of Cash Flows	F-130
Notes to Unaudited Consolidated Financial Statements	F-131
SunGard Data Systems Inc.
Explanatory introduction	P-1
Pro Forma Combined Condensed Statement of Operations for the year ended December 31, 2008	P-2
Notes to Consolidated Financial Data	P-3

F-1

Reports 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 consolidated statements of operations, of stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of SunGard Capital Corp. and its subsidiaries (the “Company”) at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 16 to the consolidated financial statements, the Company changed the manner in which it accounts for noncontrolling (minority) interests as of January 1, 2009.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

April 30, 2009, except for Note 16, as to which the date is June 24, 2009

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 stockholders’ equity and of cash flows present fairly, in all material respects, the financial position of SunGard Capital Corp. II and its subsidiaries (the “Company”) at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

April 30, 2009, except for Note 16, as to which the date is June 24, 2009

F-2

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

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, of stockholder’s equity and of cash flows present fairly, in all material respects, the financial position of SunGard Data Systems Inc. and its subsidiaries (the “Company”) at December 31, 2008 and December 31, 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audits provide a reasonable basis for our opinion.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania

March 5, 2009, except for Note 16, as to which the date is June 24, 2009.

F-3

SunGard Capital Corp.

Consolidated Balance Sheets

(in millions except share and per-share amounts)	December 31, 2007			December 31, 2008
Assets
Current:
Cash and cash equivalents	$	427		$	975
Trade receivables, less allowance for doubtful accounts of $12 and $15		290			701
Earned but unbilled receivables		63			81
Prepaid expenses and other current assets		168			122
Clearing broker assets		469			309
Retained interest in accounts receivable sold		243			285
Deferred income taxes		32			22
Total current assets		1,692			2,495
Property and equipment, less accumulated depreciation of $533 and $689		852			898
Software products, less accumulated amortization of $542 and $793		1,266			1,159
Customer base, less accumulated amortization of $475 and $668		2,745			2,616
Other tangible and intangible assets, less accumulated amortization of $21 and $29		179			207
Trade name .		1,022			1,075
Goodwill		7,086			7,328
Total Assets	$	14,842		$	15,778
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	55		$	322
Accounts payable		85			87
Accrued compensation and benefits		271			314
Accrued interest expense		148			159
Other accrued expenses		376			409
Clearing broker liabilities		434			310
Deferred revenue		825			977
Total current liabilities		2,194			2,578
Long-term debt		7,430			8,553
Deferred income taxes		1,649			1,595
Total liabilities		11,273			12,726
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII (held by management subject to a put option for death or disability)		56			60
Class L common stock held by management subject to a put option for death or disability		116			111
Class A common stock held by management subject to a put option for death or disability		13			12
Stockholders’ equity:
Class L common stock, convertible, par value $.001 per share; cumulative 13.5% per annum, compounded quarterly; aggregate liquidation preference of $3,157 million and $3,612 million; 50,000,000 shares authorized, 28,367,742 and 28,472,965 shares issued		—			—
Class A common stock, par value $.001 per share; 550,000,000 shares authorized, 255,310,045 and 256,260,680 shares issued		—			—
Capital in excess of par value		2,580			2,613
Treasury stock, 102,628 and 208,071 shares of Class L common stock; and 923,847 and 1,873,932 shares of Class A common stock		(10	)		(24	)
Accumulated deficit		(513	)		(912	)
Accumulated other comprehensive income		69			(219	)
Total SunGard Capital Corp. stockholders’ equity		2,126			1,458
Noncontrolling interest in preferred stock of SCCII		1,258			1,411
Total stockholders’ equity		3,384			2,869
Total Liabilities and Stockholders’ Equity	$	14,842		$	15,778

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

F-4

SunGard Capital Corp.

Consolidated Statements of Operations

	Year ended December 31,
(in millions)	2006			2007			2008
Revenue:
Services	$	3,870		$	4,364		$	5,083
License and resale fees		342			396			369
Total products and services		4,212			4,760			5,452
Reimbursed expenses		111			141			144
		4,323			4,901			5,596
Costs and expenses:
Cost of sales and direct operating		1,980			2,268			2,744
Sales, marketing and administration		915			1,043			1,152
Product development		255			271			308
Depreciation and amortization		238			251			278
Amortization of acquisition-related intangible assets		399			438			515
Goodwill impairment charge and merger costs		4			—			130
		3,791			4,271			5,127
Income from operations		532			630			469
Interest income		16			20			18
Interest expense and amortization of deferred financing fees		(656	)		(645	)		(599	)
Other expense		(29	)		(68	)		(93	)
Loss before income taxes and minority interest		(137	)		(63	)		(205	)
Benefit (provision) for income taxes		21			3			(37	)
Net loss		(116	)		(60	)		(242	)
Less: Income attributable to the noncontrolling interest (undeclared preferred stock dividends of SCCII)		(124	)		(139	)		(157	)
Net loss attributable to SunGard Capital Corp	$	(240	)	$	(199	)	$	(399	)

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

F-5

SunGard Capital Corp.

Consolidated Statements of Cash Flows

	Year ended December 31,
(in millions)	2006			2007			2008
Cash flow from operations:
Net loss	$	(116	)	$	(60	)	$	(242	)
Reconciliation of net loss to cash flow from operations:
Depreciation and amortization		637			689			793
Goodwill impairment charge		—			—			128
Deferred income tax benefit		(85	)		(119	)		(107	)
Stock compensation expense		38			32			35
Amortization of deferred financing costs and debt discount		40			46			37
Other noncash items		(2	)		14			50
Accounts receivable and other current assets		(48	)		(20	)		(339	)
Accounts payable and accrued expenses		(5	)		58			(32	)
Clearing broker assets and liabilities, net		(13	)		9			36
Deferred revenue		46			40			25
Cash flow from operations		492			689			384
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(163	)		(265	)		(721	)
Cash paid for property and equipment and software		(312	)		(307	)		(392	)
Other investing activities		6			8			4
Cash used in investment activities		(469	)		(564	)		(1,109	)
Financing activities:
Cash received from issuance of common stock		3			1			3
Cash received from issuance of preferred stock		1			1			1
Cash received from stock subscription receivable		3			18			—
Cash received from other borrowings, net of fees		—			591			1,444
Cash used to repay debt		(48	)		(623	)		(119	)
Cash used to purchase treasury stock		(1	)		(13	)		(18	)
Other financing activities		—			(3	)		(7	)
Cash provided by (used in) financing activities		(42	)		(28	)		1,304
Effect of exchange rate changes on cash		25			6			(31	)
Increase in cash and cash equivalents		6			103			548
Beginning cash and cash equivalents		318			324			427
Ending cash and cash equivalents	$	324		$	427		$	975
Supplemental information:
Interest paid	$	613		$	643		$	550
Income taxes paid, net of refunds	$	26		$	74		$	134
Acquired businesses:
Property and equipment	$	2		$	40		$	14
Software products		58			68			133
Customer base		44			92			215
Goodwill		96			166			613
Other tangible and intangible assets		5			11			67
Deferred income taxes		(29	)		(49	)		(123	)
Purchase price obligations and debt assumed		(6	)		(41	)		(75	)
Net current liabilities assumed		(7	)		(22	)		(123	)
Cash paid for acquired businesses, net of cash acquired of $5, $22 and $78, respectively	$	163		$	265		$	721

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

F-6

SunGard Capital Corp.

Consolidated Statement of Stockholders’ Equity

SunGard Capital Corp. Shareholders

											Treasury Stock										Accumulated Other Comprehensive Income (Loss)
	Common Stock										Common Stock
	Number of Shares issued		Par Value		Capital in Excess of Par Value			Stock subscription receivable			Shares		Par Value		Amount			Retained Earnings (Accumulated Deficit)			Foreign Currency Translation			Net Unrealized Gain (Loss) on Derivative Instruments			Noncontrolling Interest		Total
(in millions)	Class L	Class A									Class L	Class A
Balances at December 31, 2005	28	254	$	—	$	2,513		$	(21	)	—	—	$	—	$	—		$	(74	)	$	(27	)	$	(1	)	$	999	$	3,389
Comprehensive loss:
Net income (loss)	—	—		—		—			—		—	—		—		—			(240	)		—			—			122
Foreign currency translation	—	—		—		—			—		—	—		—		—			—			82			—			—
Net unrealized gain on derivative instruments (net of tax provision of $2)	—	—		—		—			—		—	—		—		—			—			—			3			—
Total comprehensive loss	—	—		—		—			—		—	—		—		—			—			—			—			—		(33	)
Stock compensation expense	—	—		—		38			—		—	—		—		—			—			—			—			—		38
Issuance of common stock	—	1		—		—			—		—	—		—		—			—			—			—			—		—
Purchase of treasury stock	—	—		—		—			—		—	—		—		(1	)		—			—			—			—		(1	)
Stock subscription received	—	—		—		—			3		—	—		—		—			—			—			—			—		3
Other	—	—		—		(2	)		—		—	—		—		—			—			—			—			—		(2	)
Balances at December 31, 2006	28	255		—		2,549			(18	)	—	—		—		(1	)		(314	)		55			2			1,121		3,394
Comprehensive loss:
Net income (loss)	—	—		—		—			—		—	—		—		—			(199	)		—			—			137
Foreign currency translation	—	—		—		—			—		—	—		—		—			—			35			—			—
Net unrealized loss on derivative instruments (net of tax benefit of $15)	—	—		—		—			—		—	—		—		—			—			—			(23	)		—
Total comprehensive loss	—	—		—		—			—		—	—		—		—			—			—			—			—		(50	)
Stock compensation expense	—	—		—		32			—		—	—		—		—			—			—			—			—		32
Issuance of common stock	—	1		—		—			—		—	—		—		—			—			—			—			—		—
Purchase of treasury stock	—	—		—		—			—		—	1		—		(9	)		—			—			—			—		(9	)
Stock subscription received	—	—		—		—			18		—	—		—		—			—			—			—			—		18
Other	—	—		—		(1	)		—		—	—		—		—			—			—			—			—		(1	)
Balances at December 31, 2007	28	256		—		2,580			—		—	1		—		(10	)		(513	)		90			(21	)		1,258		3,384
Comprehensive loss:
Net income (loss)	—	—		—		—			—		—	—		—		—			(399	)		—			—			153
Foreign currency translation	—	—		—		—			—		—	—		—		—			—			(249	)		—			—
Net unrealized loss on derivative instruments (net of tax benefit of $25)	—	—		—		—			—		—	—		—		—			—			—			(39	)		—
Total comprehensive loss	—	—		—		—			—		—	—		—		—			—			—			—			—		(534	)
Stock compensation expense	—	—		—		35			—		—	—		—		—			—			—			—			—		35
Issuance of common stock	1	—		—		—			—		—	—		—		—			—			—			—			—		—
Purchase of treasury stock	—	—		—		—			—		—	1		—		(14	)		—			—			—			—		(14	)
Other	—	—		—		(2	)		—		—	—		—		—			—			—			—			—		(2	)
Balances at December 31, 2008	29	256	$	—	$	2,613		$	—		—	2	$	—	$	(24	)	$	(912	)	$	(159	)	$	(60	)	$	1,411	$	2,869

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

F-7

SunGard Capital Corp. II

Consolidated Balance Sheets

(in millions except share and per-share amounts)	December 31, 2007			December 31, 2008
Assets
Current:
Cash and cash equivalents	$	427		$	975
Trade receivables, less allowance for doubtful accounts of $12 and $15		290			701
Earned but unbilled receivables		63			81
Prepaid expenses and other current assets		166			122
Clearing broker assets		469			309
Retained interest in accounts receivable sold		243			285
Deferred income taxes		32			22
Total current assets		1,690			2,495
Property and equipment, less accumulated depreciation of $533 and $689		852			898
Software products, less accumulated amortization of $542 and $793		1,266			1,159
Customer base, less accumulated amortization of $475 and $668		2,745			2,616
Other tangible and intangible assets, less accumulated amortization of $21 and $29		179			207
Trade name .		1,022			1,075
Goodwill		7,086			7,328
Total Assets	$	14,840		$	15,778
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	55		$	322
Accounts payable		85			87
Accrued compensation and benefits		271			314
Accrued interest expense		148			159
Other accrued expenses		388			399
Clearing broker liabilities		434			310
Deferred revenue		825			977
Total current liabilities		2,206			2,568
Long-term debt		7,430			8,553
Deferred income taxes		1,649			1,595
Total liabilities		11,285			12,716
Commitments and contingencies
Preferred stock held by management subject to a put option for death or disability		50			51
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,287 million and $1,444 million; 14,999,000 shares authorized, 9,819,617 and 9,856,052 issued		—			—
Common stock, par value $.001 per share; 1,000 shares authorized, 100 shares issued and outstanding		—			—
Capital in excess of par value		3,646			3,687
Treasury stock, 35,533 and 72,039 shares		(3	)		(8	)
Accumulated deficit		(207	)		(449	)
Accumulated other comprehensive income		69			(219	)
Total stockholders’ equity		3,505			3,011
Total Liabilities and Stockholders’ Equity	$	14,840		$	15,778

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

F-8

SunGard Capital Corp. II

Consolidated Statements of Operations

	Year ended December 31,
(in millions)	2006			2007			2008
Revenue:
Services	$	3,870		$	4,364		$	5,083
License and resale fees		342			396			369
Total products and services .		4,212			4,760			5,452
Reimbursed expenses .		111			141			144
		4,323			4,901			5,596
Costs and expenses:
Cost of sales and direct operating .		1,980			2,268			2,744
Sales, marketing and administration		915			1,042			1,151
Product development		255			271			308
Depreciation and amortization		238			251			278
Amortization of acquisition-related intangible assets		399			438			515
Goodwill impairment charge and merger costs		4			—			130
		3,791			4,270			5,126
Income from operations		532			631			470
Interest income		14			19			18
Interest expense and amortization of deferred financing fees		(656	)		(645	)		(599	)
Other expense		(29	)		(68	)		(93	)
Loss before income taxes		(139	)		(63	)		(204	)
Benefit (provision) for income taxes		21			3			(38	)
Net loss	$	(118	)	$	(60	)	$	(242	)

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

F-9

SunGard Capital Corp. II

Consolidated Statements of Cash Flows

	Year ended December 31,
(in millions)	2006			2007			2008
Cash flow from operations:
Net loss	$	(118	)	$	(60	)	$	(242	)
Reconciliation of net loss to cash flow from operations:
Depreciation and amortization		637			689			793
Goodwill impairment charge		—			—			128
Deferred income tax benefit		(85	)		(119	)		(107	)
Stock compensation expense		38			32			35
Amortization of deferred financing costs and debt discount		40			46			37
Other noncash items		(2	)		14			50
Accounts receivable and other current assets		(47	)		(20	)		(341	)
Accounts payable and accrued expenses		(5	)		70			(29	)
Clearing broker assets and liabilities, net		(13	)		9			36
Deferred revenue		46			40			25
Cash flow from operations		491			701			385
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(163	)		(265	)		(721	)
Cash paid for property and equipment and software		(312	)		(307	)		(392	)
Other investing activities		6			8			4
Cash used in investment activities		(469	)		(564	)		(1,109	)
Financing activities:
Cash received from issuance of preferred stock		1			1			1
Cash received from stock subscription receivable		1			5			—
Cash received from other borrowings, net of fees		—			591			1,444
Cash used to repay debt		(48	)		(623	)		(119	)
Cash used to purchase treasury stock		—			(3	)		(5	)
Other financing activities		(2	)		(3	)		(18	)
Cash provided by (used in) financing activities		(48	)		(32	)		1,303
Effect of exchange rate changes on cash		25			6			(31	)
Increase (decrease) in cash and cash equivalents		(1	)		111			548
Beginning cash and cash equivalents		317			316			427
Ending cash and cash equivalents	$	316		$	427		$	975
Supplemental information:
Interest paid	$	613		$	643		$	550
Income taxes paid, net of refunds	$	24		$	62		$	134
Acquired businesses:
Property and equipment	$	2		$	40		$	14
Software products		58			68			133
Customer base		44			92			215
Goodwill		96			166			613
Other tangible and intangible assets		5			11			67
Deferred income taxes		(29	)		(49	)		(123	)
Purchase price obligations and debt assumed		(6	)		(41	)		(75	)
Net current liabilities assumed		(7	)		(22	)		(123	)
Cash paid for acquired businesses, net of cash acquired of $5, $22 and $78, respectively	$	163		$	265		$	721

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

F-10

SunGard Capital Corp. II

Consolidated Statement of Stockholders’ Equity

	Preferred Stock			Common Stock																Accumulated Other Comprehensive Income (Loss)
													Treasury Stock (Preferred Stock)
(in millions)	Number of Shares issued	Par Value		Number of Shares issued	Par Value		Capital in Excess of Par Value			Stock subscription receivable			Shares	Amount			Retained Earnings (Accumulated Deficit)			Foreign Currency Translation			Net Unrealized Gain (Loss) on Derivative Instruments			Total
Balances at December 31, 2005	10	$	—	—	$	—	$	3,584		$	(6	)	—	$	—		$	(29	)	$	(27	)	$	(1	)	$	3,521
Comprehensive loss:
Net loss	—		—	—		—		—			—		—		—			(118	)		—			—
Foreign currency translation	—		—	—		—		—			—		—		—			—			82			—
Net unrealized gain on derivative instruments (net of tax provision of $2)	—		—	—		—		—			—		—		—			—			—			3
Total comprehensive loss	—		—	—		—		—			—		—		—			—			—			—			(33	)
Stock compensation expense	—		—	—		—		38			—		—		—			—			—			—			38
Issuance of preferred stock	—		—	—		—		—			—		—		—			—			—			—			—
Purchase of treasury stock	—		—	—		—		—			—		—		—			—			—			—			—
Stock subscription received	—		—	—		—		—			1		—		—			—			—			—			1
Other	—		—	—		—		(3	)		—		—		—			—			—			—			(3	)
Balances at December 31, 2006	10		—	—		—		3,619			(5	)	—		—			(147	)		55			2			3,524
Comprehensive loss:
Net loss	—		—	—		—		—			—		—		—			(60	)		—			—
Foreign currency translation	—		—	—		—		—			—		—		—			—			35			—
Net unrealized loss on derivative instruments (net of tax benefit of $15)	—		—	—		—		—			—		—		—			—			—			(23	)
Total comprehensive loss	—		—	—		—		—			—		—		—			—			—			—			(48	)
Stock compensation expense	—		—	—		—		32			—		—		—			—			—			—			32
Issuance of preferred stock	—		—	—		—		—			—		—		—			—			—			—			—
Purchase of treasury stock	—		—	—		—		—			—		—		(3	)		—			—			—			(3	)
Stock subscription received	—		—	—		—		—			5		—		—			—			—			—			5
Other	—		—	—		—		(5	)		—		—		—			—			—			—			(5	)
Balances at December 31, 2007	10		—	—		—		3,646			—		—		(3	)		(207	)		90			(21	)		3,505
Comprehensive loss:	—												—
Net loss	—		—	—		—		—			—		—		—			(242	)		—			—
Foreign currency translation	—		—	—		—		—			—		—		—			—			(249	)		—
Net unrealized loss on derivative instruments (net of tax benefit of $25)	—		—	—		—		—			—		—		—			—			—			(39	)
Total comprehensive loss	—		—	—		—		—			—		—		—			—			—			—			(530	)
Stock compensation expense	—		—	—		—		35			—		—		—			—			—			—			35
Issuance of preferred stock	—		—	—		—		—			—		—		—			—			—			—			—
Purchase of treasury stock	—		—	—		—		—			—		—		(5	)		—			—			—			(5	)
Other	—		—	—		—		6			—		—		—			—			—			—			6
Balances at December 31, 2008	10	$	—	—	$	—	$	3,687		$	—		—	$	(8	)	$	(449	)	$	(159	)	$	(60	)	$	3,011

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

F-11

SunGard Data Systems Inc.

Consolidated Balance Sheets

(in millions except share and per-share amounts)	December 31, 2007			December 31, 2008
Assets
Current:
Cash and cash equivalents	$	427		$	975
Trade receivables, less allowance for doubtful accounts of $12 and $15		290			701
Earned but unbilled receivables		63			81
Prepaid expenses and other current assets		166			122
Clearing broker assets		469			309
Retained interest in accounts receivable sold		243			285
Deferred income taxes		32			22
Total current assets		1,690			2,495
Property and equipment, less accumulated depreciation of $533 and $689		852			898
Software products, less accumulated amortization of $542 and $793		1,266			1,159
Customer base, less accumulated amortization of $475 and $668		2,745			2,616
Other tangible and intangible assets, less accumulated amortization of $21 and $29		179			207
Trade name .		1,022			1,075
Goodwill		7,086			7,328
Total Assets	$	14,840		$	15,778
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	55		$	322
Accounts payable		85			87
Accrued compensation and benefits		271			314
Accrued interest expense		148			159
Other accrued expenses		390			401
Clearing broker liabilities		434			310
Deferred revenue		825			977
Total current liabilities		2,208			2,570
Long-term debt		7,430			8,553
Deferred income taxes		1,646			1,592
Total liabilities		11,284			12,715
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		3,694			3,731
Accumulated deficit		(207	)		(449	)
Accumulated other comprehensive income		69			(219	)
Total stockholder’s equity		3,556			3,063
Total Liabilities and Stockholder’s Equity	$	14,840		$	15,778

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

F-12

SunGard Data Systems Inc.

Consolidated Statements of Operations

	Year ended December 31,
(in millions)	2006			2007			2008
Revenue:
Services	$	3,870		$	4,364		$	5,083
License and resale fees		342			396			369
Total products and services		4,212			4,760			5,452
Reimbursed expenses		111			141			144
		4,323			4,901			5,596
Costs and expenses:
Cost of sales and direct operating		1,980			2,268			2,744
Sales, marketing and administration		915			1,042			1,151
Product development		255			271			308
Depreciation and amortization		238			251			278
Amortization of acquisition-related intangible assets		399			438			515
Goodwill impairment charge and merger costs		4			—			130
		3,791			4,270			5,126
Income from operations		532			631			470
Interest income		14			19			18
Interest expense and amortization of deferred financing fees		(656	)		(645	)		(599	)
Other expense		(29	)		(68	)		(93	)
Loss before income taxes		(139	)		(63	)		(204	)
Benefit (provision) for income taxes		21			3			(38	)
Net loss	$	(118	)	$	(60	)	$	(242	)

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

F-13

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

	Year ended December 31,
(in millions)	2006			2007			2008
Cash flow from operations:
Net loss	$	(118	)	$	(60	)	$	(242	)
Reconciliation of net loss to cash flow from operations:
Depreciation and amortization		637			689			793
Goodwill impairment charge		—			—			128
Deferred income tax benefit		(86	)		(120	)		(108	)
Stock compensation expense		38			32			35
Amortization of deferred financing costs and debt discount		40			46			37
Other noncash items		(2	)		14			50
Accounts receivable and other current assets		(47	)		(20	)		(341	)
Accounts payable and accrued expenses		(4	)		71			(28	)
Clearing broker assets and liabilities, net		(13	)		9			36
Deferred revenue		46			40			25
Cash flow from operations		491			701			385
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(163	)		(265	)		(721	)
Cash paid for property and equipment and software		(312	)		(307	)		(392	)
Other investing activities		6			8			4
Cash used in investment activities		(469	)		(564	)		(1,109	)
Financing activities:
Cash received from other borrowings, net of fees		—			591			1,444
Cash used to repay debt		(48	)		(623	)		(119	)
Other financing activities		—			—			(22	)
Cash provided by (used in) financing activities		(48	)		(32	)		1,303
Effect of exchange rate changes on cash		25			6			(31	)
Increase (decrease) in cash and cash equivalents		(1	)		111			548
Beginning cash and cash equivalents		317			316			427
Ending cash and cash equivalents	$	316		$	427		$	975
Supplemental information:
Interest paid	$	613		$	643		$	550
Income taxes paid, net of refunds	$	24		$	62		$	134
Acquired businesses:
Property and equipment	$	2		$	40		$	14
Software products		58			68			133
Customer base		44			92			215
Goodwill		96			166			613
Other tangible and intangible assets		5			11			67
Deferred income taxes		(29	)		(49	)		(123	)
Purchase price obligations and debt assumed		(6	)		(41	)		(75	)
Net current liabilities assumed		(7	)		(22	)		(123	)
Cash paid for acquired businesses, net of cash acquired of $5, $22 and $78, respectively	$	163		$	265		$	721

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

F-14

SunGard Data Systems Inc.

Consolidated Statement of Stockholder’s Equity

	Common Stock									Accumulated Other Comprehensive Income (Loss)
(in millions)	Number of Shares issued	Par Value		Capital in Excess of Par Value			Retained Earnings (Accumulated Deficit)			Foreign Currency Translation			Net Unrealized Gain (Loss) on Derivative Instruments			Total
Balances at December 31, 2005	—	$	—	$	3,629		$	(29	)	$	(27	)	$	(1	)	$	3,572
Comprehensive loss:
Net loss	—		—		—			(118	)		—			—
Foreign currency translation	—		—		—			—			82			—
Net unrealized gain on derivative instruments (net of tax provision of $2)	—		—		—			—			—			3
Total comprehensive loss	—		—		—			—			—			—			(33	)
Stock compensation expense	—		—		38			—			—			—			38
Other	—		—		(3	)		—			—			—			(3	)
Balances at December 31, 2006	—		—		3,664			(147	)		55			2			3,574
Comprehensive loss:
Net loss	—		—		—			(60	)		—			—
Foreign currency translation	—		—		—			—			35			—
Net unrealized loss on derivative instruments (net of tax benefit of $15)	—		—		—			—			—			(23	)
Total comprehensive loss	—		—		—			—			—			—			(48	)
Stock compensation expense	—		—		32			—			—			—			32
Other	—		—		(2	)		—			—			—			(2	)
Balances at December 31, 2007	—		—		3,694			(207	)		90			(21	)		3,556
Comprehensive loss:
Net loss	—		—		—			(242	)		—			—
Foreign currency translation	—		—		—			—			(249	)		—
Net unrealized loss on derivative instruments (net of tax benefit of $25)	—		—		—			—			—			(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

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

F-15

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 “Transaction”) 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 of these companies were formed in 2005 for the purpose of facilitating the Transaction 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 IT services companies and has four segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). The Company’s Software & Processing Solutions business is comprised of the FS, HE and PS segments. 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 Company amortizes identifiable intangible assets over periods that it believes approximate the related useful lives of those assets based upon estimated future operating results and cash flows of the underlying business operations. The Company closely monitors estimates of those lives, which could change due to many factors, including product demand, market conditions, technological developments, economic conditions and competition.

Revenue Recognition

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 known; and collection is reasonably assured.

The Company generates services revenue from availability services, processing services, software maintenance and rentals, professional services and broker/dealer fees. Services revenue is recorded as the services are provided based on the fair value of each element which is based on the sales price of each element when sold separately. 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, and the related costs are incurred ratably over the contract period. 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 the estimated percentage of completion, measured by the actual number of hours incurred divided by the total estimated number of hours for the project. When contracts include both professional services and software and there are significant program modifications or customization, installation, systems integration or related services, the professional services and license revenue is combined and recorded based upon the estimated percentage of completion, measured in the manner described above. 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.

F-16

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 known, collection is probable, and there is sufficient evidence of the fair value of each undelivered element. 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 contract period in those instances where the software is bundled together with computer equipment or other post-delivery services and there is not sufficient evidence of the fair value of each undelivered element.

Sufficient evidence of fair value is determined by reference to applicable accounting standards and is defined as vendor specific objective evidence (“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 multiple-element arrangements that include software licenses and services, 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.

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 certain services.

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.

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 was $212 million in 2006, $219 million in 2007 and $240 million in 2008.

F-17

Software Products

Product 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. Costs associated with purchased software, software obtained through business acquisitions, and new products and enhancements to existing products that are technologically feasible and recoverable are capitalized and amortized over the estimated useful lives of the related products, generally two to eleven years (average life is seven 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 aggregated $223 million in 2006, $246 million in 2007 and $267 million in 2008. Capitalized development costs were $21 million in 2006, $26 million in 2007 and $17 million in 2008.

Customer Base Intangible Assets

Customer base intangible assets represent customer contracts and relationships obtained as part of acquired businesses and are amortized using the straight-line method over their estimated useful lives, ranging from three to 19 years (average life is 13 years).

Other Tangible and Intangible Assets

Other tangible and intangible assets consist primarily of deferred financing costs incurred in connection with debt issued in the Transaction and for the acquisition of GL TRADE S.A. (“GL TRADE”) (see Notes 2 and 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.

Future Amortization of Acquisition-Related Intangible Assets

Based on amounts recorded at December 31, 2008, total expected amortization of all acquisition-related intangible assets in each of the years ended December 31 follows (in millions):

2009	$	508
2010		499
2011		472
2012		424
2013		370

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.

Goodwill represents the excess of cost over the fair value of net assets acquired. At least annually, the Company compares the carrying value of its reporting units to their estimated fair value. If the carrying value is greater than the respective estimated fair value, the Company then determines if the goodwill is impaired and whether some or all of the goodwill should be written off as a charge to operations. The estimate of fair value requires various assumptions including the use of projections of future cash flows and discount rates that reflect the risks associated with achieving the future cash flows. Changes in the underlying business could affect these estimates, which in turn could affect the fair value of the reporting unit.

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

	FS			HE			PS			AS			Total
Balance at December 31, 2006	$	2,918		$	976		$	904		$	2,153		$	6,951
2007 acquisitions		47			—			12			129			188
Adjustments related to the Transaction and prior year acquisitions		(33	)		(5	)		(6	)		(28	)		(72	)
Effect of foreign currency translation		10			—			1			8			19
Balance at December 31, 2007		2,942			971			911			2,262			7,086
2008 acquisitions		561			—			—			67			628
Adjustments related to the Transaction and prior year acquisitions		(45	)		(6	)		(3	)		(15	)		(69	)
Impairment charges		—			—			(128	)		—			(128	)
Effect of foreign currency translation		(27	)		—			(95	)		(67	)		(189	)
Balance at December 31, 2008	$	3,431		$	965		$	685		$	2,247		$	7,328

The Company completes its annual goodwill impairment test as of July 1 and generally estimates the fair value of its reporting units using the present value of expected future cash flows. 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 reviewed its annual impairment test in December 2008 and concluded that the decline in expected future cash flows in the PS reporting unit was sufficient to result in an impairment of goodwill of $128 million.

Stock Compensation

Statement of Financial Accounting Standards (“SFAS”) Number 123R (revised 2004), Share-Based Payment (“SFAS 123R”) requires companies to expense the fair value of employee stock options. Using the fair value recognition provisions of SFAS 123R, stock-based compensation cost is measured at the grant date based on the fair value of the award or using the Black-Scholes pricing model and is recognized as expense over the appropriate service period.

Income Taxes

The Company recognizes deferred income tax assets and liabilities based upon the expected future tax consequences of events that have been included 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.

Effect of Recent Accounting Pronouncements

In December 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 141R, Business Combinations, (“SFAS 141R”), which changes accounting principles for business acquisitions. SFAS 141R requires the recognition of all the assets acquired and liabilities assumed in the transaction based on the acquisition-date fair value. Certain provisions of this standard will, among other things, impact the determination of consideration paid or payable in a business combination and change accounting practices for transaction costs, acquired contingencies, acquisition-related restructuring costs, in-process research and development, indemnification assets, and tax benefits. SFAS 141R is effective for business combinations and adjustments to all acquisition-related deferred tax asset and liability balances occurring after December 31, 2008. This standard could have a significant impact on the consolidated financial statements.

In December 2007, the FASB also issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB No. 51 (“SFAS 160”). The objective of SFAS 160 is to improve the relevance, comparability and transparency of

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the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 is effective January 1, 2009.

In March 2008, the FASB issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities (“SFAS 161”). SFAS 161 is intended to help investors better understand how derivative instruments and hedging activities affect an entity’s financial position, financial performance and cash flows through enhanced disclosure requirements. SFAS 161 is effective as of January 1, 2009. The Company does not expect the adoption of SFAS 161 to have a material impact on the consolidated financial statements.

In April 2008, the FASB issued FASB Staff Position (“FSP”) No. FAS 142-3, Determination of the Useful Life of Intangible Assets. FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets (“SFAS 142”). FSP 142-3 is intended to improve the consistency between the useful life of an intangible asset determined under SFAS 142 and the period of expected cash flows used to measure the fair value of the asset under SFAS 141R and other GAAP. FSP 142-3 is effective as of January 1, 2009. The Company does not expect the adoption of FSP 142-3 to have a material impact on the consolidated financial statements.

In November 2008, the Emerging Issues Task Force (“EITF”) issued Issue No. 08-7, Accounting for Defensive Intangible Assets (“EITF 08-7”). EITF 08-7 applies to all acquired intangible assets in which the acquirer does not intend to actively use the asset but intends to hold (lock up) the asset to prevent its competitors from obtaining access to the asset (a defensive asset), assets that the acquirer will never actually use, as well as assets that will be used by the acquirer during a transition period when the intention of the acquirer is to discontinue the use of those assets. EITF 08-7 is effective as of January 1, 2009. The Company does not expect the adoption of EITF 08-7 to have a material impact on the consolidated financial statements.

2. 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 2008, the Company completed four acquisitions in its FS segment and two in its AS segment. Cash paid, subject to certain adjustments, was $721 million.

The following table lists the businesses the Company acquired in 2008:

Acquired Company/Business	Date Acquired	Description
Advanced Portfolio Technologies, Inc.	2/29/2008	Portfolio optimization and risk management software.
Corporate Payments Division of Payformance Corporation	2/29/2008	Integrated electronic and outsourced payment solutions.
Strohl Systems Group, Inc.	5/21/2008	Business continuity planning software.
Delphi Technologies Ltd.	7/1/2008	Consulting and IT professional services to banks and insurance companies in Ireland.
GL TRADE S.A.	10/1/2008	A leading provider of equity and derivative trading solutions and market connectivity for financial institutions.
Assets of a disaster recovery business based in Paris, France	10/7/2008	Disaster recovery business based in Paris, France.

At December 31, 2008, the purchase price allocations for certain businesses acquired in 2008 are preliminary and subject to finalization of independent appraisals of acquired software and customer base assets and deferred income taxes.

During 2007, the Company completed nine acquisitions in its FS segment and one in each of its AS and PS segments, and, in 2006, the Company completed ten acquisitions in its FS segment.

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At December 31, 2008, contingent purchase price obligations that depend upon the operating performance of five acquired businesses total $71 million, $20 million of which could be due in the next 12 months. The amount paid, if any, will be recorded as a charge to the income statement at the time the actual performance is known and the amounts become due. There were no amounts earned or paid in 2006 or 2007 and approximately $1 million was paid during 2008. There were no amounts payable as of December 31, 2008.

Pro forma financial information (unaudited)

The following unaudited pro forma results of operations (in millions) for SunGard for 2007 and 2008 assume that businesses acquired in 2007 and 2008 occurred as of the beginning of 2007 and were reflected in SunGard’s results from that date. The pro forma results for 2008 include the businesses listed in the table above. For 2007, in addition to the businesses listed in the table above, the pro forma results include the 2007 acquisitions, the more significant of which are VeriCenter, Inc., DSPA Software Inc. and Aspiren Group Limited. 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.

	2007			2008
Revenue	$	5,299		$	5,822
Net loss		(95	)		(254	)

3. Clearing Broker Assets and Liabilities:

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

	December 31, 2007		December 31, 2008
Segregated customer cash and treasury bills	$	109	$	148
Securities owned		25		44
Securities borrowed		302		87
Receivables from customers and other		33		30
Clearing broker assets	$	469	$	309
Payables to customers	$	114	$	191
Securities loaned		271		47
Customer securities sold short, not yet purchased		16		3
Payable to brokers and dealers		33		69
Clearing broker liabilities	$	434	$	310

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, 2007			December 31, 2008
Computer and telecommunications equipment	$	599		$	681
Leasehold improvements		503			565
Office furniture and equipment		96			99
Buildings and improvements		118			130
Land		23			22
Construction in progress		46			90
		1,385			1,587
Accumulated depreciation and amortization		(533	)		(689	)
	$	852		$	898

5. Debt and Derivative Instruments:

Debt consisted of the following (in millions):

	December 31, 2007			December 31, 2008
Secured revolving credit facility (8.50% and 3.08%) (A)	$	30		$	500
Secured term loan facilities, effective interest rate of 6.95% and 5.37% (A)		4,344			4,748
Senior Notes due 2009 at 3.75%, net of discount of $6 and $-(B)		244			250
Senior Notes due 2014 at 4.875%, net of discount of $24 and $20 (B)		226			230
Senior Notes due 2013 at 9.125% (C)		1,600			1,600
Senior Subordinated Notes due 2015 at 10.25% (C)		1,000			1,000
Senior Notes due 2015 at 10.625%, net of discount of $6 (C)		—			494
Other, primarily acquisition purchase price and capital lease obligations		41			53
		7,485			8,875
Short-term borrowings and current portion of long-term debt		(55	)		(322	)
Long-term debt	$	7,430		$	8,553

On August 11, 2005, SunGard (i) entered into a $5.0 billion senior secured credit facility, consisting of a $3.69 billion term loan facility with SunGard as the borrower, a $315 million-equivalent term loan facility with a U.K. subsidiary as the borrower (denominated in euros and pounds sterling), and a $1.0 billion revolving credit facility ($483 million available as of December 31, 2008 after giving effect to certain outstanding letters of credit), and (ii) issued $3.0 billion aggregate principal amount of senior notes and senior subordinated notes. The amounts outstanding under the term loan facility denominated in euros and pounds sterling was $181 million and $119 million, respectively, at December 31, 2008. In February 2007 the Credit Agreement was amended to reduce the effective interest rates on the term loan facility, increase the size of that facility from $4.0 billion to $4.4 billion, extend the maturity by one year and change certain other terms. SunGard used the additional borrowings to redeem $400 million of senior floating rate notes that were due 2013. The related redemption premium of $19 million and write-off of approximately $9 million of deferred financing costs were included in other expense. 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.

(A) Senior Secured Credit Facilities

Borrowings under the senior secured credit facilities bear interest at a rate equal to an applicable margin plus, at SunGard’s option, either (a) a base rate that is the higher of (1) the prime rate of JP Morgan 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 may change subject to attaining certain leverage ratios. In

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addition to paying interest on outstanding principal under the senior secured credit facilities, SunGard pays a commitment fee to the lenders under the revolving credit facility in respect of the unutilized commitments. The commitment fee rate is 0.375% per annum and may change subject to attaining certain leverage ratios.

All obligations under the senior secured credit agreement are fully and unconditionally guaranteed by SunGard Holdco LLC and by substantially all domestic, 100% wholly owned subsidiaries of SunGard, 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 March 2013, with the remaining amount payable in May 2013, provided, however, that such date will automatically become February 2014 if all the Senior Notes due 2013 are extended, renewed or refinanced on or prior to May 15, 2013.

The senior secured credit facilities also require SunGard to pay 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 (terminated in December 2008). 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.

Principal amounts outstanding under the revolving credit facility are due and payable in full at maturity in August 2011.

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 December 31, 2008 was 6.75%.

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.

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 LIBOR (2.39% at December 31, 2008). 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, 2008 follows:

Inception	Maturity	Notional Amount (in millions)		Interest rate paid		Interest rate received
November 2005	February 2009	$	800	4.85	%	LIBOR
February 2006	February 2011	$	800	5.00	%	LIBOR
January 2008	February 2011	$	750	3.17	%	LIBOR
February 2008	February 2010	$	750	2.71	%	LIBOR
Total/Weighted Average interest rate		$	3,100	3.96	%

In early 2009, SunGard entered into 3-year interest rate swaps that expire in February 2012 for an aggregate notional amount of $1.2 billion under which SunGard pays a stream of fixed interest payments (at 1.78%) for the term of the swap, and in turn, receives variable interest payments based on LIBOR.

The interest rate swaps are designated and qualify as a cash flow hedge under SFAS 133, Accounting for Derivative Instruments and Hedging Activities, and 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 assumptions. For 2006, 2007 and 2008, SunGard included an unrealized after-tax gain of $3 million, an unrealized after-tax loss of $23 million and an unrealized after-tax loss of $39 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 $98 million fair value of the swap agreements at December 31, 2008 is included in accrued expenses. The effects of the November 2005, the February 2006, the January 2008 and the February 2008 swaps are reflected in the effective interest rate for the senior secured credit facilities in the table above.

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(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 are 4.875% notes due 2014, which are subject to certain standard covenants. As a result of the Transaction, 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 and 2015 and senior subordinated notes due 2015. The senior notes due 2009 and 2014 are recorded at $470 million and $480 million as of December 31, 2007 and 2008, respectively, reflecting the remaining unamortized discount caused by the Transaction. The $20 million discount at December 31, 2008 will be amortized and included in interest expense over the remaining periods to maturity.

(C) Senior Notes due 2013 and 2015 and Senior Subordinated Notes due 2015

The senior notes due 2013 and 2015 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, 100% wholly owned subsidiaries of SunGard.

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 and 2015. 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 2013 and 2015 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 2013 and 2015 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 2013 and 2015 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.

The senior notes due 2015 contain registration rights by which SunGard has agreed to use its reasonable 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 2015.

If SunGard fails to meet this target (a “registration default”) with respect to the senior notes due 2015, the annual interest rate on the senior notes due 2015 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 2015, the applicable interest rate on such senior notes due 2015 will revert to the original level.

(D) Off Balance Sheet Debt—Accounts Receivable Securitization Program

In December 2008, SunGard terminated its accounts receivable securitization program. Under the 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. Sales of receivables under the facility qualified as sales under the provisions of SFAS No. 140 “Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities” (SFAS 140). Accordingly, these receivables, totaling $682 million and $363 million as of

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December 31, 2007 and 2008, respectively, net of applicable allowances, and the corresponding borrowings, totaling $441 million and $77 million at December 31, 2007 and 2008, respectively, are excluded from SunGard’s consolidated balance sheets. SunGard’s retained interest in receivables sold as of December 31, 2007 and 2008 is $243 million and $285 million, respectively. The loss on sale of receivables and discount on retained interests are included in other expense and totaled $29 million for each of 2006 and 2007 and $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.

Future Maturities

At December 31, 2008, annual maturities of long-term debt during the next five years and thereafter are as follows (in millions):

2009	$	322
2010		67
2011		558
2012		49
2013		5,681
Thereafter (1)		2,224

(1) Thereafter includes debt discounts of $26 million.

Fair Value of Financial Instruments

The following table presents the carrying amounts and fair values of financial instruments as of the end of the last two years (in millions):

	December 31, 2007						December 31, 2008
	Carrying Value			Fair Value			Carrying Value			Fair Value
Interest rate swap contracts	$	(35	)	$	(35	)	$	(98	)	$	(98	)
Floating rate debt		4,374			4,228			5,248			4,437
Fixed rate debt		3,111			3,142			3,627			2,903

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 based on market rates.

6. Fair Value Measurements:

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on inputs used to measure fair value, and expands disclosure about the use of fair value measures. The Company adopted SFAS 157 for financial assets and liabilities on January 1, 2008 with no impact on its financial position or operating results. FASB Staff Position SFAS 157-2, Effective Date of FASB Statement 157, permits the Company to defer recognition and measurement of nonfinancial assets and liabilities measured on a nonrecurring basis until January 1, 2009.

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The fair value hierarchy, as defined by SFAS 157, is as follows:

Level 1—quoted prices in active markets for identical assets or liabilities

Level 2—quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3—inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2008 (in millions):

	Fair Value Measures Using						Total
	Level 1		Level 2		Level 3
Assets
Clearing broker assets—securities owned	$	44	$	—	$	—	$	44
Retained interest in accounts receivable sold		—		—		285		285
	$	44	$	—	$	285	$	329
Liabilities
Clearing broker liabilities—customer securities sold short, not yet purchased	$	3	$	—	$	—	$	3
Interest rate swap agreements		—		98		—		98
	$	3	$	98	$	—	$	101

Clearing broker assets and liabilities—securities owned and customer securities sold short, not yet purchased are recorded at closing exchange-quoted prices. Retained interest in accounts receivable sold is calculated using a discounted cash flow model using an applicable market interest rate and assumptions based upon collection period. Fair values of the interest rate swap agreements and currency option are calculated using a discounted cash flow model using applicable market swap rates and assumptions and are compared to market valuations obtained from brokers. During 2008, the fair value of retained interest in accounts receivable sold increased $42 million from $243 million at December 31, 2007 resulting from purchases, issuances and settlements.

7. Preferred Stock

SCCII

SCCII has preferred and common stock outstanding at December 31, 2007 and 2008. 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 accrued and unpaid dividends accruing at a rate of 11.5% per annum 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, 2007 and 2008 was $309 million and $466 million, respectively ($31.57 and $47.57 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. ASR 268 requires that these shares of preferred stock be classified as temporary equity (between liabilities and stockholder’s equity) on the balance sheet of SCCII.

SCC

EITF 86-32 requires that all preferred stock of SCCII be classified as Minority interest in preferred stock of subsidiary (between liabilities and stockholders’ equity) on the balance sheet of SCC. Effective January 1, 2009, the adoption of SFAS 160 will require this to be classified as Noncontrolling interest in the stockholders’ equity section.

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;

F-26

• 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 of 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 shares at the current fair market value. ASR 268 requires that these common shares be classified as temporary equity (between liabilities and stockholders’ equity) on the balance sheet of SCC.

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

To provide long-term equity incentives following the Transaction, the SunGard 2005 Management Incentive Plan, as amended (“Plan”) was established. The Plan authorizes the issuance of equity subject to awards made under the Plan for up to 60 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. Option 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 in the Parent Companies and options to purchase Class A common stock in SCC. 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 vest upon the attainment of certain annual or cumulative earnings goals based on Internal EBITA (defined as income from operations before amortization of acquisition-related intangible assets, stock compensation expense and certain other items) targets for the Company during a specified performance period, generally five or six years. Time-based and performance-based options can partly 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 after the date of grant.

The total fair value of options that vested for 2006, 2007 and 2008 was $50 million, $31 million and $32 million, respectively. The total fair value of RSUs that vested for the years 2007 and 2008 was $0.7 million and $3 million, respectively. At December 31, 2007 and 2008, approximately 32,000 and 163,000 RSUs 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,
	2006			2007			2008
Weighted-average fair value on date of grant	$	9.99		$	11.47		$	7.67
Assumptions used to calculate fair value:
Volatility		62	%		60	%		37	%
Risk-free interest rate		4.8	%		4.6	%		1.5	%
Expected term		4.8 years			5.0 years			5.0 years
Dividends		zero			zero			zero

F-27

The fair value of Class A options granted in 2007 and 2008 using the Black-Scholes pricing model and related assumptions follow:

	Year ended December 31,
	2007			2008
Weighted-average fair value on date of grant	$	1.49		$	1.73
Assumptions used to calculate fair value:
Volatility		79	%		84	%
Risk-free interest rate		4.1	%		2.8	%
Expected term		5.0 years			5.0 years
Dividends		zero			zero

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 2006, 2007 and 2008, the Company included non-cash stock compensation expense of $38 million, $32 million and $35 million, respectively, in sales, marketing and administration expenses. At December 31, 2008, there is approximately $42 million and $38 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 2.4 and 4.4 years, respectively. In addition, at December 31, 2008, there is approximately $110 million and $40 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 2.2 and 3.7 years, respectively, depending on the level of achievement of financial performance goals. 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								Class A Options (in millions)		Weighted- Average Price
	Options (in millions)		Weighted- Average Price		RSUs (in millions)		Weighted- Average Price
Outstanding at December 31, 2005	36.5		$	15.40
Granted	2.6			18.00
Exercised	(0.3	)		4.58
Canceled	(1.4	)		18.00
Outstanding at December 31, 2006	37.4			15.57
Granted	1.7			20.72	1.1		$	21.14	2.7		$	2.26
Exercised	(1.4	)		6.25	—				—
Canceled	(2.5	)		18.08	—				—
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	(1.4	)		9.11	—				—
Canceled	(2.4	)		18.16	(0.2	)		22.24	(0.4	)		2.58
Outstanding at December 31, 2008	31.8			16.25	3.7			23.07	9.4			2.47

Shares available for grant under the 2005 plan at December 31, 2008 were approximately 0.8 million shares of Class A common stock and 1.5 million shares of Class L common stock of SunGard Capital Corp. and 0.6 million shares of preferred stock of SunGard Capital Corp. II.

The total intrinsic value of options exercised during the years 2006, 2007 and 2008 was $4 million, $20 million and $20 million, respectively.

F-28

Cash proceeds received by SCC, including proceeds received by SCCII, from exercise of stock options was $40 thousand, $2 million and $3 million in 2006, 2007 and 2008, respectively. Cash proceeds received by SCCII from exercise of stock options was $10 thousand, $540 thousand and $930 thousand in 2006, 2007 and 2008, respectively.

The tax benefit from options exercised during 2006, 2007 and 2008 was $1 million, $7 million and $7 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, 2008 concerning option Units and Class A options 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	4.56	4.6	$	80	4.56	4.6	$	80
18.00	14.23	6.7		57	10.41	6.7		42
20.72	0.87	8.2		1	0.40	8.2		1
22.00	0.17	10.0		—	0.01	10.0		—
24.51	0.01	9.4		—	—	9.4		—
Class A options
1.41	0.87	9.9		—	0.06	9.9		—
2.22	0.90	8.7		—	0.36	8.7		—
2.38	0.28	9.0		—	0.10	9.0		—
3.06	2.87	9.4		—	0.09	9.4		—

10. Savings Plans:

The Company and its subsidiaries maintain savings and other defined contribution plans that cover substantially all employees. 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 under these plans aggregated $49 million in 2006, $53 million in 2007 and $58 million in 2008.

11. Income Taxes:

The provision (benefit) for income taxes for 2006, 2007 and 2008 consisted of the following (in millions):

	SCC									SCCII									SunGard
	2006			2007			2008			2006			2007			2008			2006			2007			2008
Current
Federal	$	—		$	45		$	88		$	—		$	45		$	89		$	—		$	46		$	90
State		12			15			18			12			15			18			13			15			18
Foreign		52			56			38			52			56			38			52			56			38
		64			116			144			64			116			145			65			117			146
Deferred
Federal		(78	)		(98	)		(83	)		(78	)		(98	)		(83	)		(79	)		(99	)		(84	)
State		2			(4	)		3			2			(4	)		3			2			(4	)		3
Foreign		(9	)		(17	)		(27	)		(9	)		(17	)		(27	)		(9	)		(17	)		(27	)
		(85	)		(119	)		(107	)		(85	)		(119	)		(107	)		(86	)		(120	)		(108	)
	$	(21	)	$	(3	)	$	37		$	(21	)	$	(3	)	$	38		$	(21	)	$	(3	)	$	38

F-29

Income (loss) before income taxes for 2006, 2007 and 2008 consisted of the following (in millions):

	SCC									SCCII									SunGard
	2006			2007			2008			2006			2007			2008			2006			2007			2008
US Operations	$	(261	)	$	(195	)	$	(80	)	$	(263	)	$	(195	)	$	(79	)	$	(263	)	$	(195	)	$	(79	)
Foreign Operations		124			132			(125	)		124			132			(125	)		124			132			(125	)
	$	(137	)	$	(63	)	$	(205	)	$	(139	)	$	(63	)	$	(204	)	$	(139	)	$	(63	)	$	(204	)

Differences between income tax expense (benefit) at the U.S. federal statutory income tax rate and the Company’s effective income tax rate for 2006, 2007 and 2008 were as follows (in millions):

	SCC									SCCII									SunGard
	2006			2007			2008			2006			2007			2008			2006			2007			2008
Tax at federal statutory rate	$	(48	)	$	(22	)	$	(71	)	$	(48	)	$	(22	)	$	(71	)	$	(48	)	$	(22	)	$	(71	)
State income taxes, net of federal benefit		8			6			15			8			6			15			8			6			15
Foreign taxes, net of U.S. foreign tax credit		16			12			28			16			12			28			16			12			28
Tax Rate changes		—			(4	)		—			—			(4	)		—			—			(4	)		—
Goodwill Impairment charge		—			—			45			—			—			45			—			—			45
Nondeductible expenses		—			—			3			—			—			4			—			—			4
Change in Tax Positions		—			—			17			—			—			17			—			—			17
Other, net		3			5			—			3			5			—			3			5			—
	$	(21	)	$	(3	)	$	37		$	(21	)	$	(3	)	$	38		$	(21	)	$	(3	)	$	38
		15	%		5	%		-18	%		15	%		5	%		-19	%		15	%		5	%		-19	%

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, 2007 and 2008 are summarized as follows (in millions):

	SCC						SCCII						SunGard
	December 31,						December 31,						December 31,
	2007			2008			2007			2008			2007			2008
Current
Trade receivables and retained interest	$	14		$	13		$	14		$	13		$	14		$	13
Accrued expenses, net		18			18			18			18			18			18
Total current deferred income tax asset		32			31			32			31			32			31
Valuation Allowance		—			(9	)		—			(9	)		—			(9	)
Net current deferred income tax asset	$	32		$	22		$	32		$	22		$	32		$	22
Long Term
Property and equipment	$	63		$	51		$	63		$	51		$	63		$	51
Intangible assets		(1,800	)		(1,766	)		(1,800	)		(1,766	)		(1,800	)		(1,766	)
Net operating loss carry-forwards		132			103			132			103			132			103
Other, net		31			68			31			68			34			71
Total long term deferred income tax liability		(1,574	)		(1,544	)		(1,574	)		(1,544	)		(1,571	)		(1,541	)
Valuation Allowance		(75	)		(51	)		(75	)		(51	)		(75	)		(51	)
Net current deferred income tax liability	$	(1,649	)	$	(1,595	)	$	(1,649	)	$	(1,595	)	$	(1,646	)	$	(1,592	)

F-30

The U.S. tax loss carry-forwards include federal of $99 million and state of $1.4 billion, respectively, and a total of $8 million in Canada, Mexico and Brazil. European and Asian tax loss carry-forwards total $152 million. These tax loss carry-forwards expire between 2009 and 2028 and utilization is limited in certain jurisdictions. Israeli tax loss carry-forwards, totaling $24 million, are unlimited in duration and are linked to the Israeli consumer price index. The Company recorded the benefit of tax loss carry-forwards of $58 million, $2 million and $2 million in 2006, 2007 and 2008, respectively. A valuation allowance for deferred income tax assets associated with certain net operating loss carry-forwards has been established. Net operating loss carry-forwards of the predecessor entity prior to the Transaction as of December 31, 2008 were $198 million. Utilization, if any, of predecessor entity net operating loss carry-forwards not recorded as an asset at August 10, 2005 will be recorded as a benefit to the income statement.

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”) on January 1, 2007 with no material effect. A reconciliation of the beginning and ending amount of unrecognized tax benefits follows (in millions):

Balance at January 1, 2007	$	28
Reduction due to settled audits		(7	)
Reduction for tax positions of prior years		(2	)
Additions for incremental interest		1
Balance at December 31, 2007		20
Additions for tax positions of prior years		17
Additions for incremental interest		1
Balance at December 31, 2008	$	38

Included in the balance of unrecognized tax benefits at December 31, 2008 is approximately $3 million (net of federal and 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 2003 through 2007 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 liability.

As of December 31, 2008, the Company has not accrued deferred U.S. income taxes on $300 million of unremitted earnings from non-U.S. subsidiaries as such earnings are expected to be reinvested overseas and used for U.K. debt service. If all of these earnings were to be repatriated at one time, the residual U.S. tax is estimated to be $28 million.

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 and universities.

PS primarily provides software and processing solutions designed to meet the specialized needs of local, state, federal and central governments, public safety and justice agencies, public schools, 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.

F-31

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

2006	FS		HE		PS		AS		Total Operating Segments		Corporate and Other Items			Consolidated Total
Revenue	$	2,072	$	498	$	395	$	1,358	$	4,323	$	—		$	4,323
Depreciation and amortization		57		7		8		166		238		—			238
Income from operations		414		118		79		412		1,023		(491	)(1)		532
Cash paid for property and equipment and software		89		13		8		202		312		—			312
2007	FS		HE		PS		AS		Total Operating Segments		Corporate and Other Items			Consolidated Total
Revenue	$	2,500	$	543	$	410	$	1,448	$	4,901	$	—		$	4,901
Depreciation and amortization		59		8		9		175		251		—			251
Income from operations (SCC)		525		143		84		428		1,180		(550	)(1)		630
Income from operations (SCCII & SunGard)		525		143		84		428		1,180		(549	)(1)		631
Total assets (SCC)		8,109		1,986		1,734		6,483		18,312		(3,470	)(2)		14,842
Total assets (SCCII & SunGard)		8,109		1,986		1,734		6,483		18,312		(3,472	)(2)		14,840
Cash paid for property and equipment and software		87		21		10		189		307		—			307
2008	FS		HE		PS		AS		Total Operating Segments		Corporate and Other Items			Consolidated Total
Revenue	$	3,078	$	540	$	411	$	1,567	$	5,596	$	—		$	5,596
Depreciation and amortization		70		10		9		189		278		—			278
Income from operations (SCC)		608		130		79		443		1,260		(791	)(1)		469
Income from operations (SCCII & SunGard)		608		130		79		443		1,260		(790	)(1)		470
Total assets		9,004		2,062		1,373		6,646		19,085		(3,307	)(2)		15,778
Cash paid for property and equipment and software		91		24		8		269		392		—			392

(1) Includes corporate administrative expenses, goodwill impairment, stock compensation expense, management fees paid to the Sponsors, merger costs and certain other items, and amortization of acquisition-related intangible assets of $399 million, $438 million and $515 million in the years ended December 31, 2006, 2007 and 2008, respectively.

(2) Includes items that are eliminated in consolidation and deferred income taxes.

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

	FS			HE		PS			AS		Total Operating Segments		Corporate		Consolidated Total
2006	$	207		$	32	$	41		$	117	$	397	$	2	$	399
2007		238	(1)		35		40			122		435		3		438
2008		286	(2)		34		62	(2)		129		511		4		515

(1) Includes approximately $10 million of impairment charges related to software, customer base and goodwill.

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

F-32

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

	Year Ended December 31, 2006		Year Ended December 31, 2007		Year Ended December 31, 2008
Trading Systems	$	323	$	459	$	806
Banks & Corporations		249		347		367
Capital Markets		263		321		333
Wealth Management		223		258		268
Institutional Asset Management		208		216		235
Brokerage & Clearance		224		218		232
Workflow & Business Processing		168		176		168
All other		414		505		669
Total Financial Systems	$	2,072	$	2,500	$	3,078

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

	Year ended December 31,
	2006		2007		2008
United States	$	3,091	$	3,426	$	3,952
International:
United Kingdom		569		635		639
Continental Europe		376		511		609
Canada		122		133		169
Asia/Pacific		79		83		104
Other		86		113		123
		1,232		1,475		1,644
	$	4,323	$	4,901	$	5,596

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

	December 31, 2007		December 31, 2008
United States	$	570	$	628
International:
United Kingdom		185		166
Continental Europe		52		58
Canada		30		35
Asia/Pacific		10		10
Other		5		1
		282		270
	$	852	$	898

13. Related Party Transactions:

In connection with the Transaction, SunGard Holdco LLC, SunGard’s parent, paid the Sponsors $96 million in fees and expenses for financial and structural advice and analysis as well as assistance with due diligence investigations and debt financing negotiations. This amount has been allocated as debt issuance costs or included in the overall purchase price of the Transaction.

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, 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, 2006, 2007 and 2008,

F-33

SunGard recorded $14 million, $17 million and $23 million, respectively, relating to management fees in sales, marketing and administration expenses in the statement of operations, of which $4 million and $10 million, respectively, is included in other accrued expenses at December 31, 2007 and 2008, respectively.

Two of our Sponsors, Goldman Sachs & Co. and Kohlberg Kravis Roberts & Co., and/or their respective affiliates served as co-managers in connection with SunGard’s recent 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.

In connection with the Transaction, SCC received a $16 million promissory note from the Company’s Chief Executive Officer (CEO) in payment for 1.6 million shares of Class A common stock and 0.2 million shares of Class L common stock and SCCII received a $6 million promissory note (together with the SCC note, the “Notes”) from the CEO in payment for 61 thousand shares of preferred stock. In 2007, these notes were fully repaid and cancelled. The Notes bore interest at a floating rate equal to LIBOR plus 2.5% divided by 0.84725 per annum and were payable on the last day of each calendar quarter in arrears.

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 $22 million of restoration liabilities included in accrued expenses at December 31, 2008. Future minimum rentals under operating leases with initial or remaining non-cancelable lease terms in excess of one year at December 31, 2008 follow (in millions):

2009	$	198
2010		163
2011		128
2012		107
2013		93
Thereafter		253
	$	942

Rent expense aggregated $184 million in 2006, $208 million in 2007 and $226 million in 2008.

At December 31, 2008, the Company had outstanding letters of credit and bid bonds of $25 million, issued primarily as security for performance under certain customer contracts. In connection with certain previously acquired businesses, up to $71 million could be paid as additional consideration depending on the future operating results of those businesses (see Note 2).

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 will be material to 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.

F-34

15. Quarterly Financial Data (unaudited):

	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
2007
Revenue	$	1,116		$	1,175		$	1,222		$	1,388
Gross profit(1)		591			632			641			769
Income (loss) before income taxes		(83	)		(24	)		(4	)		48
Net income (loss)		(96	)		(5	)		11			30
2008
Revenue	$	1,302		$	1,357		$	1,394		$	1,543
Gross profit(1)		659			704			666			823
Income (loss) before income taxes (SCC)		(40	)		2			(26	)		(141	)(2)
Income (loss) before income taxes (SCCII and SunGard)		(40	)		2			(26	)		(140	)(2)
Net income (loss)		(22	)		2			(35	)		(187	)(2)

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

(2) Includes pre-tax goodwill impairment charge of $128 million and an $8 million charge to correct previously reported loss on sale of receivables in connection with the Company’s accounts receivable securitization program, which was terminated in December 2008.

16. Retrospective Adjustments and Subsequent Event:

Retrospective Adjustments

The SunGard Capital Corp. consolidated financial statements include retrospective adjustments that have been made to the consolidated financial statements for the adoption of SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements.

Subsequent Event

On June 9, 2009, we entered into an amendment to the Credit Agreement (“Amended Credit Agreement”) which, among other things, (a) extends the maturity date of $2.5 billion of its dollar-denominated term loans, £40 million of pound sterling-denominated term loans, and €120 million of euro-denominated term loans to February 28, 2016, (b) reduces existing revolving credit commitments to $829 million and extends the termination date of $580 million of revolving credit commitments to May 11, 2013, and (c) amends certain other provisions of the Credit Agreement, including provisions relating to negative covenants and financial covenants.

Interest rate spreads with respect to the extended term loans and interest rate spreads (and letter of credit fees) with respect to the 2013 revolving credit facility will be the applicable rate as set forth in the Amended Credit Agreement and may change subject to attaining certain leverage ratios. All other interest rate spreads and fees remain unchanged.

Based on the leverage ratio for the period ended March 31, 2009, the current interest spread for extended LIBOR based loans is 3.625% and for 2013 revolving credit loans is 3.25%. The commitment fee on the daily unused portion of the 2013 revolving credit commitments is 0.75%.

17. Supplemental Guarantor Condensed Consolidating Financial Statements:

On August 11, 2005, in connection with the Transaction, SunGard issued $3.0 billion aggregate principal amount of senior notes and senior subordinated notes, $2.6 billion of which was outstanding at December 31, 2008, as described in Note 5. On September 29, 2008, SunGard issued $500 million aggregate principal amount of senior notes due 2015, all of which was outstanding at December 31, 2008. The 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, 2007 and 2008, and for the years ended December 31, 2006, 2007 and 2008 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties nor guarantors to the debt issued as described in Note 5.

F-35

Supplemental Condensed Consolidating Balance Sheet

	December 31, 2007
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	39		$	2		$	386		$	—		$	427
Intercompany balances		(4,616	)		4,628			(12	)		—			—
Trade receivables, net		(1	)		74			280			—			353
Prepaid expenses, taxes and other current assets		1,416			98			784			(1,388	)		910
Total current assets		(3,162	)		4,802			1,438			(1,388	)		1,690
Property and equipment, net		1			562			289			—			852
Intangible assets, net		153			4,420			639			—			5,212
Intercompany balances		684			(720	)		36			—			—
Goodwill		—			6,120			966			—			7,086
Investment in subsidiaries		13,205			2,120			—			(15,325	)		—
Total Assets	$	10,881		$	17,304		$	3,368		$	(16,713	)	$	14,840
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	40		$	6		$	9		$	—		$	55
Accounts payable and other current liabilities		264			2,222			1,055			(1,388	)		2,153
Total current liabilities		304			2,228			1,064			(1,388	)		2,208
Long-term debt		7,049			10			371			—			7,430
Intercompany debt		(5	)		330			(166	)		(159	)		—
Deferred income taxes		(23	)		1,531			138			—			1,646
Total liabilities		7,325			4,099			1,407			(1,547	)		11,284
Total stockholder’s equity		3,556			13,205			1,961			(15,166	)		3,556
Total Liabilities and Stockholder’s Equity	$	10,881		$	17,304		$	3,368		$	(16,713	)	$	14,840

F-36

Supplemental Condensed Consolidating Balance Sheet

	December 31, 2008
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	511		$	16		$	448		$	—		$	975
Intercompany balances		(5,192	)		5,268			(76	)		—			—
Trade receivables, net		(1	)		406			377			—			782
Prepaid expenses, taxes and other current assets		1,680			75			660			(1,677	)		738
Total current assets		(3,002	)		5,765			1,409			(1,677	)		2,495
Property and equipment, net		1			619			278			—			898
Intangible assets, net		178			4,106			773			—			5,057
Intercompany balances		967			(720	)		(247	)		—			—
Goodwill		—			6,146			1,182			—			7,328
Investment in subsidiaries		13,686			2,298			—			(15,984	)		—
Total Assets	$	11,830		$	18,214		$	3,395		$	(17,661	)	$	15,778
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	295		$	9		$	18		$	—		$	322
Accounts payable and other current liabilities		319			2,611			995			(1,677	)		2,248
Total current liabilities		614			2,620			1,013			(1,677	)		2,570
Long-term debt		8,227			9			317			—			8,553
Intercompany debt		(8	)		416			(162	)		(246	)		—
Deferred income taxes		(66	)		1,483			175			—			1,592
Total liabilities		8,767			4,528			1,343			(1,923	)		12,715
Total stockholder’s equity		3,063			13,686			2,052			(15,738	)		3,063
Total Liabilities and Stockholder’s Equity	$	11,830		$	18,214		$	3,395		$	(17,661	)	$	15,778

F-37

Supplemental Condensed Consolidating Schedule of Operations

	Year ended December 31, 2006
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	3,145		$	1,332		$	(154	)	$	4,323
Costs and expenses:
Cost of sales and direct operating		—			1,469			665			(154	)		1,980
Sales, marketing and administration		118			492			305			—			915
Product development		—			171			84			—			255
Depreciation and amortization		—			171			67			—			238
Amortization of acquisition-related intangible assets		2			329			68			—			399
Merger costs		4			—			—			—			4
		124			2,632			1,189			(154	)		3,791
Income (loss) from operations		(124	)		513			143			—			532
Net interest income (expense)		(632	)		(11	)		1			—			(642	)
Other income (expense)		374			76			(26	)		(453	)		(29	)
Income (loss) before income taxes		(382	)		578			118			(453	)		(139	)
Provision (benefit) for income taxes		(264	)		204			39			—			(21	)
Net income (loss)	$	(118	)	$	374		$	79		$	(453	)	$	(118	)

Supplemental Condensed Consolidating Schedule of Operations

	Year ended December 31, 2007
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	3,436		$	1,610		$	(145	)	$	4,901
Costs and expenses:
Cost of sales and direct operating		—			1,546			867			(145	)		2,268
Sales, marketing and administration		124			546			372			—			1,042
Product development		—			173			98			—			271
Depreciation and amortization		—			184			67			—			251
Amortization of acquisition-related intangible assets		4			363			71			—			438
		128			2,812			1,475			(145	)		4,270
Income (loss) from operations		(128	)		624			135			—			631
Net interest income (expense)		(606	)		(70	)		50			—			(626	)
Other income (expense)		403			59			(43	)		(487	)		(68	)
Income (loss) before income taxes		(331	)		613			142			(487	)		(63	)
Provision (benefit) for income taxes		(271	)		181			87			—			(3	)
Net income (loss)	$	(60	)	$	432		$	55		$	(487	)	$	(60	)

F-38

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		$	2,149		$	(93	)	$	5,596
Costs and expenses:
Cost of sales and direct operating		—			1,558			1,279			(93	)		2,744
Sales, marketing and administration		111			583			457			—			1,151
Product development		—			183			125			—			308
Depreciation and amortization		—			205			73			—			278
Amortization of acquisition-related intangible assets		4			373			138			—			515
Goodwill impairment charge and merger costs		1			1			128			—			130
		116			2,903			2,200			(93	)		5,126
Income (loss) from operations		(116	)		637			(51	)		—			470
Net interest income (expense)		(533	)		(18	)		(30	)		—			(581	)
Other income (expense)		173			(209	)		(72	)		15			(93	)
Income (loss) before income taxes		(476	)		410			(153	)		15			(204	)
Provision (benefit) for income taxes		(234	)		212			60			—			38
Net income (loss)	$	(242	)	$	198		$	(213	)	$	15		$	(242	)

F-39

Supplemental Condensed Consolidating Schedule of Cash Flows

	Year ended December 31, 2006
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flow From Operations
Net income (loss)	$	(118	)	$	374		$	79		$	(453	)	$	(118	)
Non cash adjustments		(293	)		351			116			453			627
Changes in operating assets and liabilities		(284	)		310			(44	)		—			(18	)
Cash flow provided by (used in) operations		(695	)		1,035			151			—			491
Investment Activities
Intercompany transactions		722			(654	)		(68	)		—			—
Cash paid for acquired businesses, net of cash acquired		—			(163	)		—			—			(163	)
Cash paid for property and equipment and software		(1	)		(244	)		(67	)		—			(312	)
Other investing activities		(7	)		18			(5	)		—			6
Cash provided by (used in) investment activities		714			(1,043	)		(140	)		—			(469	)
Financing Activities
Net repayments of long-term debt		(37	)		(3	)		(8	)		—			(48	)
Cash used in financing activities		(37	)		(3	)		(8	)		—			(48	)
Effect of exchange rate changes on cash		—			—			25			—			25
Increase (decrease) in cash and equivalents		(18	)		(11	)		28			—			(1	)
Beginning cash and equivalents		74			(8	)		251			—			317
Ending cash and equivalents	$	56		$	(19	)	$	279		$	—		$	316

F-40

Supplemental Condensed Consolidating Schedule of Cash Flows

	Year ended December 31, 2007
(in millions)	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Cash Flow From Operations
Net income (loss)	$	(60	)	$	432		$	55		$	(487	)	$	(60	)
Non cash adjustments		(368	)		403			139			487			661
Changes in operating assets and liabilities		(793	)		854			39			—			100
Cash flow provided by (used in) operations		(1,221	)		1,689			233			—			701
Investment Activities
Intercompany transactions		1,219			(1,222	)		3			—			—
Cash paid for acquired businesses, net of cash acquired		—			(237	)		(28	)		—			(265	)
Cash paid for property and equipment and software		—			(211	)		(96	)		—			(307	)
Other investing activities		2			6			—			—			8
Cash provided by (used in) investment activities		1,221			(1,664	)		(121	)		—			(564	)
Financing Activities
Net repayments of long-term debt		(17	)		(4	)		(11	)		—			(32	)
Cash used in financing activities		(17	)		(4	)		(11	)		—			(32	)
Effect of exchange rate changes on cash		—			—			6			—			6
Increase (decrease) in cash and equivalents		(17	)		21			107			—			111
Beginning cash and equivalents		56			(19	)		279			—			316
Ending cash and equivalents	$	39		$	2		$	386		$	—		$	427

F-41

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	)
Non cash adjustments		(128	)		720			358			(15	)		935
Changes in operating assets and liabilities		(672	)		462			(98	)		—			(308	)
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	)		(132	)		—			(392	)
Other investing activities		4			(12	)		12			—			4
Cash provided by (used in) investment activities		146			(1,369	)		114			—			(1,109	)
Financing Activities
Net borrowings (repayments) of long-term debt		1,390			3			(68	)		—			1,325
Other financing activities		(22	)		—			—			—			(22	)
Cash used in financing activities		1,368			3			(68	)		—			1,303
Effect of exchange rate changes on cash		—			—			(31	)		—			(31	)
Increase (decrease) in cash and equivalents		472			14			62			—			548
Beginning cash and equivalents		39			2			386			—			427
Ending cash and equivalents	$	511		$	16		$	448		$	—		$	975

F-42

SunGard Capital Corp.

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

(in millions except share and per-share amounts)	December 31, 2008			March 31, 2009
Assets
Current:
Cash and cash equivalents	$	975		$	491
Trade receivables, less allowance for doubtful accounts of $15 and $60		701			866
Earned but unbilled receivables		81			209
Prepaid expenses and other current assets		122			160
Clearing broker assets		309			267
Retained interest in accounts receivable sold		285			—
Deferred income taxes		22			18
Total current assets		2,495			2,011
Property and equipment, less accumulated depreciation of $689 and $735		898			887
Software products, less accumulated amortization of $793 and $856		1,159			1,107
Customer base, less accumulated amortization of $668 and $732		2,616			2,548
Other tangible and intangible assets, less accumulated amortization of $29 and $25		207			185
Trade name		1,075			1,068
Goodwill		7,328			7,267
Total Assets	$	15,778		$	15,073
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	322		$	64
Accounts payable		87			99
Accrued compensation and benefits		314			205
Accrued interest expense		159			86
Other accrued expenses		409			416
Clearing broker liabilities		310			248
Deferred revenue		977			973
Total current liabilities		2,578			2,091
Long-term debt		8,553			8,495
Deferred income taxes		1,595			1,551
Total liabilities		12,726			12,137
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII (held by management subject to a put option for death or disability)		60			46
Class L common stock held by management subject to a Put option for death or disability		111			84
Class A common stock held by management subject to a Put option for death or disability		12			10
Stockholders’ equity:
Class L common stock, convertible, par value $.001 per share; cumulative 13.5% per annum, compounded quarterly; aggregate liquidation preference of $3,612 million and $3,734 million; 50,000,000 shares authorized, 28,472,965 and 28,484,060 shares issued		—			—
Class A common stock, par value $.001 per share; 550,000,000 shares authorized, 256,260,680 and 256,360,565 shares issued		—			—
Capital in excess of par value		2,613			2,667
Treasury stock, 208,071 and 209,593 shares of Class L common stock; and 1,873,932 and 1,887,640 shares of Class A common stock		(24	)		(24	)
Accumulated deficit		(912	)		(988	)
Accumulated other comprehensive income		(219	)		(310	)
Total SunGard Capital Corp. stockholders’ equity		1,458			1,345
Noncontrolling interest in preferred stock of SCCII		1,411			1,451
Total stockholders’ equity		2,869			2,796
Total Liabilities and Stockholders’ Equity	$	15,778		$	15,073

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

F-43

SunGard Capital Corp.

Consolidated Statements of Operations

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2008			2009
Revenue:
Services	$	1,198		$	1,247
License and resale fees		59			64
Total products and services		1,257			1,311
Reimbursed expenses		45			24
		1,302			1,335
Costs and expenses:
Cost of sales and direct operating		643			691
Sales, marketing and administration		277			276
Product development		79			75
Depreciation and amortization		67			69
Amortization of acquisition-related intangible assets		112			124
		1,178			1,235
Income from operations		124			100
Interest income		5			1
Interest expense and amortization of deferred financing fees		(148	)		(151	)
Other income (expense)		(21	)		7
Loss before income taxes		(40	)		(43	)
Benefit from income taxes		18			9
Net loss		(22	)		(34	)
Less: Income attributable to the noncontrolling interest (undeclared preferred stock dividends of SCCII)		(39	)		(42	)
Net loss attributable to SunGard Capital Corp	$	(61	)	$	(76	)

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

F-44

SunGard Capital Corp.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2008			2009
Cash flow from operations:
Net loss	$	(22	)	$	(34	)
Reconciliation of net loss to cash flow (used in) provided by operations:
Depreciation and amortization		179			193
Deferred income tax benefit		(30	)		(26	)
Stock compensation expense		7			7
Amortization of deferred financing costs and debt discount		9			10
Other noncash items		16			(7	)
Accounts receivable and other current assets		(8	)		(15	)
Accounts payable and accrued expenses		(164	)		(171	)
Clearing broker assets and liabilities, net		9			(20	)
Deferred revenue		24			(9	)
Cash flow (used in) provided by operations		20			(72	)
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(64	)		(6	)
Cash paid for property and equipment and software		(84	)		(79	)
Other investing activities		—			(5	)
Cash used in investment activities		(148	)		(90	)
Financing activities:
Cash received from issuance of common stock		2			—
Cash received from issuance of preferred stock		1			—
Cash received from borrowings, net of fees		151			240
Cash used to repay debt		(30	)		(555	)
Cash used to purchase treasury stock		(1	)		—
Other financing activities		(4	)		(1	)
Cash provided by (used in) financing activities		119			(316	)
Effect of exchange rate changes on cash		9			(6	)
Increase (decrease) in cash and cash equivalents		—			(484	)
Beginning cash and cash equivalents		427			975
Ending cash and cash equivalents	$	427		$	491
Supplemental information:
Acquired businesses:
Property and equipment	$	1		$	—
Software products		39			5
Customer base		44			2
Goodwill		37			2
Other tangible and intangible assets		1			—
Deferred income taxes		(34	)		—
Purchase price obligations and debt assumed		(10	)		—
Net current liabilities assumed		(14	)		(3	)
Cash paid for acquired businesses, net of cash acquired of $20 and $-, respectively	$	64		$	6

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

F-45

SunGard Capital Corp. II

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

(in millions except share and per-share amounts)	December 31, 2008			March 31, 2009
Assets
Current:
Cash and cash equivalents	$	975		$	491
Trade receivables, less allowance for doubtful accounts of $15 and $60		701			866
Earned but unbilled receivables		81			209
Prepaid expenses and other current assets		122			160
Clearing broker assets		309			267
Retained interest in accounts receivable sold		285			—
Deferred income taxes		22			18
Total current assets		2,495			2,011
Property and equipment, less accumulated depreciation of $689 and $735		898			887
Software products, less accumulated amortization of $793 and $856		1,159			1,107
Customer base, less accumulated amortization of $668 and $732		2,616			2,548
Other tangible and intangible assets, less accumulated amortization of $29 and $25		207			185
Trade name		1,075			1,068
Goodwill		7,328			7,267
Total Assets	$	15,778		$	15,073
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	322		$	64
Accounts payable		87			99
Accrued compensation and benefits		314			205
Accrued interest expense		159			86
Other accrued expenses		399			416
Clearing broker liabilities		310			248
Deferred revenue		977			973
Total current liabilities		2,568			2,091
Long-term debt		8,553			8,495
Deferred income taxes		1,595			1,551
Total liabilities		12,716			12,137
Commitments and contingencies
Preferred stock held by management subject to a Put option for death or disability		51			36
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,444 million and $1,486 million; 14,999,000 shares authorized, 9,856,052 and 9,859,894 issued		—			—
Common stock, par value $.001 per share; 1,000 shares authorized, 100 shares issued and outstanding		—			—
Capital in excess of par value		3,687			3,701
Treasury stock, 72,039 and 72,566 shares		(8	)		(8	)
Accumulated deficit		(449	)		(483	)
Accumulated other comprehensive income		(219	)		(310	)
Total stockholders’ equity		3,011			2,900
Total Liabilities and Stockholders’ Equity	$	15,778		$	15,073

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

F-46

SunGard Capital Corp. II

Consolidated Statements of Operations

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2008			2009
Revenue:
Services	$	1,198		$	1,247
License and resale fees		59			64
Total products and services		1,257			1,311
Reimbursed expenses		45			24
		1,302			1,335
Costs and expenses:
Cost of sales and direct operating		643			691
Sales, marketing and administration		277			276
Product development		79			75
Depreciation and amortization		67			69
Amortization of acquisition-related intangible assets		112			124
		1,178			1,235
Income from operations		124			100
Interest income		5			1
Interest expense and amortization of deferred financing fees		(148	)		(151	)
Other income (expense)		(21	)		7
Loss before income taxes		(40	)		(43	)
Benefit from income taxes		18			9
Net loss	$	(22	)	$	(34	)

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

F-47

SunGard Capital Corp. II

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2008			2009
Cash flow from operations:
Net loss	$	(22	)	$	(34	)
Reconciliation of net loss to cash flow (used in) provided by operations:
Depreciation and amortization		179			193
Deferred income tax benefit		(30	)		(26	)
Stock compensation expense		7			7
Amortization of deferred financing costs and debt discount		9			10
Other noncash items		16			(7	)
Accounts receivable and other current assets		(10	)		(15	)
Accounts payable and accrued expenses		(154	)		(170	)
Clearing broker assets and liabilities, net		9			(20	)
Deferred revenue		24			(9	)
Cash flow (used in) provided by operations		28			(71	)
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(64	)		(6	)
Cash paid for property and equipment and software		(84	)		(79	)
Other investing activities		—			(5	)
Cash used in investment activities		(148	)		(90	)
Financing activities:
Cash received from issuance of preferred stock		1			—
Cash received from borrowings, net of fees		151			240
Cash used to repay debt		(30	)		(555	)
Other financing activities		(11	)		(2	)
Cash provided by (used in) financing activities		111			(317	)
Effect of exchange rate changes on cash		9			(6	)
Increase (decrease) in cash and cash equivalents		—			(484	)
Beginning cash and cash equivalents		427			975
Ending cash and cash equivalents	$	427		$	491
Supplemental information:
Acquired businesses:
Property and equipment	$	1		$	—
Software products		39			5
Customer base		44			2
Goodwill		37			2
Other tangible and intangible assets		1			—
Deferred income taxes		(34	)		—
Purchase price obligations and debt assumed		(10	)		—
Net current liabilities assumed		(14	)		(3	)
Cash paid for acquired businesses, net of cash acquired of $20 and $-, respectively	$	64		$	6

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

F-48

SunGard Data Systems Inc.

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

(in millions except share and per-share amounts)	December 31, 2008			March 31, 2009
Assets
Current:
Cash and cash equivalents	$	975		$	491
Trade receivables, less allowance for doubtful accounts of $15 and $60		701			866
Earned but unbilled receivables		81			209
Prepaid expenses and other current assets		122			160
Clearing broker assets		309			267
Retained interest in accounts receivable sold		285			—
Deferred income taxes		22			18
Total current assets		2,495			2,011
Property and equipment, less accumulated depreciation of $689 and $735		898			887
Software products, less accumulated amortization of $793 and $856		1,159			1,107
Customer base, less accumulated amortization of $668 and $732		2,616			2,548
Other tangible and intangible assets, less accumulated amortization of $29 and $25		207			185
Trade name		1,075			1,068
Goodwill		7,328			7,267
Total Assets	$	15,778		$	15,073
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	322		$	64
Accounts payable		87			99
Accrued compensation and benefits		314			205
Accrued interest expense		159			86
Other accrued expenses		401			416
Clearing broker liabilities		310			248
Deferred revenue		977			973
Total current liabilities		2,570			2,091
Long-term debt		8,553			8,495
Deferred income taxes		1,592			1,551
Total liabilities		12,715			12,137
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		3,731			3,729
Accumulated deficit		(449	)		(483	)
Accumulated other comprehensive income		(219	)		(310	)
Total stockholder’s equity		3,063			2,936
Total Liabilities and Stockholder’s Equity	$	15,778		$	15,073

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

F-49

SunGard Data Systems Inc.

Consolidated Statements of Operations

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2008			2009
Revenue:
Services	$	1,198		$	1,247
License and resale fees		59			64
Total products and services		1,257			1,311
Reimbursed expenses		45			24
		1,302			1,335
Costs and expenses:
Cost of sales and direct operating		643			691
Sales, marketing and administration		277			276
Product development		79			75
Depreciation and amortization		67			69
Amortization of acquisition-related intangible assets		112			124
		1,178			1,235
Income from operations		124			100
Interest income		5			1
Interest expense and amortization of deferred financing fees		(148	)		(151	)
Other income (expense)		(21	)		7
Loss before income taxes		(40	)		(43	)
Benefit from income taxes		18			9
Net loss	$	(22	)	$	(34	)

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

F-50

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Three Months Ended March 31,
	2008			2009
Cash flow from operations:
Net loss	$	(22	)	$	(34	)
Reconciliation of net loss to cash flow (used in) provided by operations:
Depreciation and amortization		179			193
Deferred income tax benefit		(30	)		(26	)
Stock compensation expense		7			7
Amortization of deferred financing costs and debt discount		9			10
Other noncash items		16			(7	)
Accounts receivable and other current assets		(10	)		(15	)
Accounts payable and accrued expenses		(154	)		(171	)
Clearing broker assets and liabilities, net		9			(20	)
Deferred revenue		24			(9	)
Cash flow (used in) provided by operations		28			(72	)
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(64	)		(6	)
Cash paid for property and equipment and software		(84	)		(79	)
Other investing activities		—			(5	)
Cash used in investment activities		(148	)		(90	)
Financing activities:
Cash received from borrowings, net of fees		151			240
Cash used to repay debt		(30	)		(555	)
Other financing activities		(10	)		(1	)
Cash provided by (used in) financing activities		111			(316	)
Effect of exchange rate changes on cash		9			(6	)
Increase (decrease) in cash and cash equivalents		—			(484	)
Beginning cash and cash equivalents		427			975
Ending cash and cash equivalents	$	427		$	491
Supplemental information:
Acquired businesses:
Property and equipment	$	1		$	—
Software products		39			5
Customer base		44			2
Goodwill		37			2
Other tangible and intangible assets		1			—
Deferred income taxes		(34	)		—
Purchase price obligations and debt assumed		(10	)		—
Net current liabilities assumed		(14	)		(3	)
Cash paid for acquired businesses, net of cash acquired of $20 and $-, respectively	$	64		$	6

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

F-51

SUNGARD DATA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation:

SunGard Data Systems Inc. (“SunGard” or the “Company”) was acquired on August 11, 2005 (the “Transaction”) 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, which is a subsidiary of SunGard Capital Corp. All of these companies were formed for the purpose of facilitating the Transaction 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”.

SunGard has four reportable segments: Financial Systems (“FS”), Higher Education (“HE”), Public Sector (“PS”) and Availability Services (“AS”). The Company’s Software & Processing Solutions business is comprised of the FS, HE and PS segments. The consolidated financial statements include the accounts of the Company and its majority-owned subsidiaries. All significant intercompany transactions and accounts have been eliminated.

The accompanying interim consolidated financial statements of the Company have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”), consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Interim financial reporting does not include all of the information and footnotes required by GAAP for complete financial statements. The interim financial information is unaudited, but reflects all normal adjustments which are, in the opinion of management, necessary to provide a fair statement of results for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2009.

Recent Accounting Pronouncements

In April 2009, the Financial Accounting Standards Board issued FSP FAS 107-1, Interim Disclosures about Fair Value of Financial Instruments (“FSP 107-1”). FSP 107-1 increases the frequency of fair value disclosures from annual only to quarterly, in an effort to provide financial statement users with more timely and transparent information about the effects of current market conditions on financial instruments. FSP 107-1 is effective as of April 1, 2009. The Company is evaluating the impact of this standard but does not expect it to have a material impact on the consolidated financial statements.

2. Goodwill and Intangible Assets

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

	FS			HE		PS			AS			Total
Balance at December 31, 2008	$	3,431		$	965	$	685		$	2,247		$	7,328
Adjustments related to prior year acquisitions and the Transaction		4			—		—			(8	)		(4	)
Effect of foreign currency translation		(51	)		—		(1	)		(5	)		(57	)
Balance at March 31, 2009	$	3,384		$	965	$	684		$	2,234		$	7,267

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 $9 million in the three months ended March 31, 2009 and estimated to be approximately $36 million on an annual basis.

F-52

3. Clearing Broker Assets and Liabilities:

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

	December 31, 2008		March 31, 2009
Segregated customer cash and treasury bills	$	148	$	138
Securities owned		44		34
Securities borrowed		87		69
Receivables from customers and other		30		26
Clearing broker assets	$	309	$	267
Payables to customers	$	191	$	161
Securities loaned		47		21
Customer securities sold short, not yet purchased		3		3
Payable to brokers and dealers		69		63
Clearing broker liabilities	$	310	$	248

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.

4. Debt and derivatives:

On March 27, 2009, SunGard entered into a syndicated receivables facility with an initial maximum commitment of $250 million. The facility was fully drawn at March 31, 2009, with approximately $107 million available on a revolving basis and the balance as a term loan. The Receivables Facility has a term of three years. Each of the term loan portion and the revolving portion of the receivables facility may be repaid at any time at the Company’s option and is therefore accounted for as an on-balance sheet secured borrowing. At March 31, 2009, $704 million of accounts receivable secure the borrowings under the receivables facility.

Subject to obtaining the commitment of additional lenders, and the satisfaction of other customary conditions, the receivables facility may be increased up to a maximum amount of $500 million.

Under the receivables facility, SunGard is 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 standard covenants, and the Company is required to satisfy and maintain specified facility performance ratios, financial ratios and other financial condition tests.

In May 2009, the Company increased the size of its receivables facility by $66.5 million.

Derivatives

In early 2009, the Company entered into three-year interest rate swaps that expire in February 2012 for an aggregate notional amount of $1.2 billion under which SunGard pays a stream of fixed interest payments (at 1.78%) for the term of the swap, and in turn, receives variable interest payments based on LIBOR.

F-53

The Company 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. Each of these swap agreements is designated as a cash flow hedge in accordance with Statement of Financial Accounting Standards No. 133, Accounting for Derivative Instruments and Hedging Activities. The Company pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on LIBOR. The net receipt or payment from the interest rate swap agreements is included in interest expense. The Company does not enter into interest rate swaps for speculative or trading purposes. A summary of the Company’s interest rate swaps follows:

Inception	Maturity	Notional Amount (in millions)		Interest rate paid		Interest rate received
February 2006	February 2011	$	800	5.00	%	LIBOR
January 2008	February 2011	$	750	3.17	%	LIBOR
February 2008	February 2010	$	750	2.71	%	LIBOR
January/February 2009	February 2012	$	1,200	1.78	%	LIBOR
Total / Weighted Average interest rate		$	3,500	3.01	%

Below are the fair values of interest rate swaps as of December 31, 2008 and March 31, 2009 (in millions):

	Balance Sheet Location	Fair Value
		December 31, 2008		March 31, 2009
Interest rate contracts designated as cash flow hedging instruments	Other accrued expenses	$	98	$	103

The table below summarizes the impact of the effective portion of interest rate swaps on the balance sheets and statements of operations for the three months ended March 31, 2008 and 2009 (in millions):

	Three months ended March 31,						Financial Statement Classification
	2008			2009
Gain (loss) recognized in Other Comprehensive Income (OCI) (loss) (effective portion)	$	(30	)	$	(4	)	OCI
Gain (loss) reclassified from accumulated OCI into income (effective portion)		(3	)		(15	)	Interest expense and amortization of deferred financing costs

The Company has no ineffectiveness related to its swap agreements.

5. Fair Value Measurements:

In September 2006, the FASB issued Statement of Financial Accounting Standards No. 157, Fair Value Measurements (“SFAS 157”). SFAS 157 clarifies the definition of fair value, prescribes methods for measuring fair value, established a fair value hierarchy based on inputs used to measure fair value, and expands disclosure about the use of fair value measures.

The fair value hierarchy, as defined by SFAS 157, is as follows:

Level 1 – quoted prices in active markets for identical assets or liabilities

Level 2 – quoted prices for similar assets and liabilities in active markets or inputs that are observable

Level 3 – inputs that are unobservable (for example, cash flow modeling inputs based on assumptions)

F-54

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

	Fair Value Measures Using						Total
	Level 1		Level 2		Level 3
Assets
Clearing broker assets - securities owned	$	34	$	—	$	—	$	34
Liabilities
Clearing broker liabilities - customer securities sold short, not yet purchased	$	3	$	—	$	—	$	3
Interest rate swap agreements		—		103		—		103
	$	3	$	103	$	—	$	106

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 applicable market swap rates and assumptions and are compared to market valuations obtained from brokers. During the three months ended March 31, 2009, the fair value of retained interest in accounts receivable sold (a Level 3 measurement) decreased to zero due to the termination of the Company’s off-balance sheet accounts receivable securitization program from $285 million at December 31, 2008 resulting from purchases, issuances and settlements. Retained interest in accounts receivable sold was calculated using a discounted cash flow model using an applicable market interest rate and assumptions based upon collection period.

6. Comprehensive Income (Loss):

Comprehensive loss consists of net loss adjusted for other increases and decreases affecting stockholder’s equity that are excluded from the determination of net loss. The calculation of comprehensive loss follows (in millions):

SCC
	Three Months Ended March 31,
	2008			2009
Net Loss	$	(22	)	$	(34	)
Foreign currency translation gains (losses)		20			(87	)
Unrealized loss on derivative instruments		(30	)		(4	)
Comprehensive loss		(32	)		(125	)
Comprehensive income attributable to the noncontrolling interest		(39	)		(42	)
Comprehensive loss attributable to SCC	$	(71	)	$	(167	)
SCCII and SunGard
	Three Months Ended March 31,
	2008			2009
Net loss	$	(22	)	$	(34	)
Foreign currency translation gains (losses)		20			(87	)
Unrealized loss on derivative instruments		(30	)		(4	)
Comprehensive loss	$	(32	)	$	(125	)

F-55

7. Segment Information:

The Company has four reportable segments: FS, HE and PS, which together form the Company’s Software & Processing Solutions business, and AS. The Company evaluates the performance of its segments based on operating results before interest, income taxes, amortization of acquisition-related intangible assets, stock compensation and certain other costs. The operating results apply to each of SCC, SCCII and SunGard unless otherwise noted. The operating results for each segment follow (in millions):

	Three Months Ended March 31,
	2008			2009
Revenue:
Financial systems	$	687		$	742
Higher education		126			132
Public sector		101			91
Software & processing solutions		914			965
Availability services		388			370
	$	1,302		$	1,335
Depreciation and amortization:
Financial systems	$	16		$	19
Higher education		2			3
Public sector		2			2
Software & processing solutions		20			24
Availability services		47			45
Corporate administration		—			—
	$	67		$	69
Income (loss) from operations:
Financial systems	$	121		$	119
Higher education		24			27
Public sector		18			17
Software & processing solutions		163			163
Availability services		101			89
Corporate and other items (1)		(140	)		(152	)
	$	124		$	100
Cash paid for property and equipment and software:
Financial systems	$	15		$	26
Higher education		11			2
Public sector		2			2
Software & processing solutions		28			30
Availability services		56			49
Corporate administration		—			—
	$	84		$	79

(1) Includes corporate administrative expenses, stock compensation expense, management fees paid to the Sponsors, other items and amortization of acquisition-related intangible assets of $112 million and $124 million for the three month periods ended March 31, 2008 and 2009, respectively.

F-56

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

	Three Months Ended March 31,
	2008		2009
Amortization of acquisition-related intangible assets:
Financial systems	$	60	$	66
Higher education		9		8
Public sector		11		8
Software & processing solutions		80		82
Availability services		31		41
Corporate administration		1		1
	$	112	$	124

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

	Three Months Ended March 31,
	2008		2009
Trading Systems	$	164	$	220
Wealth Management		138		104
Brokerage & Clearance		70		71
Capital Markets		81		62
Global Trading		—		57
Institutional Asset Management		55		50
Corporations		38		44
Banks		36		32
All other		105		102
Total Financial Systems	$	687	$	742

8. Related Party Transactions:

In accordance with the Management Agreement between the Company and affiliates of the Sponsors, the Company recorded $4 million and $5 million of management fees in sales, marketing and administration expenses during the three months ended March 31, 2008 and 2009, respectively. At December 31, 2008 and March 31, 2009, $10 million and $5 million, respectively, was included in other accrued expenses.

9. Subsequent Event:

On June 9, 2009, we entered into an amendment to the Credit Agreement (“Amended Credit Agreement”) which, among other things, (a) extends the maturity date of $2.5 billion of its dollar-denominated term loans, £40 million of pound sterling-denominated term loans, and €120 million of euro-denominated term loans to February 28, 2016, (b) reduces existing revolving credit commitments to $829 million and extends the termination date of $580 million of revolving credit commitments to May 11, 2013, and (c) amends certain other provisions of the Credit Agreement, including provisions relating to negative covenants and financial covenants.

Interest rate spreads with respect to the extended term loans and interest rate spreads (and letter of credit fees) with respect to the 2013 revolving credit facility will be the applicable rate as set forth in the Amended Credit Agreement and may change subject to attaining certain leverage ratios. All other interest rate spreads and fees remain unchanged.

Based on the leverage ratio for the period ended March 31, 2009, the current interest spread for extended LIBOR based loans is 3.625% and for 2013 revolving credit loans is 3.25%. The commitment fee on the daily unused portion of the 2013 revolving credit commitments is 0.75%.

10. 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.

F-57

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, 2008 and March 31, 2009, and for the three months ended March 31, 2008 and 2009 to arrive at the information for SunGard on a consolidated basis.

(in millions)	Supplemental Condensed Consolidating Balance Sheet December 31, 2008
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	511		$	16		$	448		$	—		$	975
Intercompany balances		(5,192	)		5,268			(76	)		—			—
Trade receivables, net		(1	)		406			377			—			782
Prepaid expenses, taxes and other current assets		1,680			75			660			(1,677	)		738
Total current assets		(3,002	)		5,765			1,409			(1,677	)		2,495
Property and equipment, net		1			619			278			—			898
Intangible assets, net		178			4,106			773			—			5,057
Intercompany balances		967			(720	)		(247	)		—			—
Goodwill		—			6,146			1,182			—			7,328
Investment in subsidiaries		13,686			2,298			—			(15,984	)		—
Total Assets	$	11,830		$	18,214		$	3,395		$	(17,661	)	$	15,778
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	295		$	9		$	18		$	—		$	322
Accounts payable and other current liabilities		319			2,611			995			(1,677	)		2,248
Total current liabilities		614			2,620			1,013			(1,677	)		2,570
Long-term debt		8,227			9			317			—			8,553
Intercompany debt		(8	)		416			(162	)		(246	)		—
Deferred income taxes		(66	)		1,483			175			—			1,592
Total liabilities		8,767			4,528			1,343			(1,923	)		12,715
Total stockholder’s equity		3,063			13,686			2,052			(15,738	)		3,063
Total Liabilities and Stockholder’s Equity	$	11,830		$	18,214		$	3,395		$	(17,661	)	$	15,778

F-58

(in millions)	Supplemental Condensed Consolidating Balance Sheet March 31, 2009
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	20		$	21		$	450		$	—		$	491
Intercompany balances		(5,784	)		4,983			801			—			—
Trade receivables, net		(6	)		732			349			—			1,075
Prepaid expenses, taxes and other current assets		1,845			82			360			(1,842	)		445
Total current assets		(3,925	)		5,818			1,960			(1,842	)		2,011
Property and equipment, net		1			614			272			—			887
Intangible assets, net		155			4,033			720			—			4,908
Intercompany balances		971			(720	)		(251	)		—			—
Goodwill		—			6,138			1,129			—			7,267
Investment in subsidiaries		13,995			2,500			—			(16,495	)		—
Total Assets	$	11,197		$	18,383		$	3,830		$	(18,337	)	$	15,073
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	45		$	9		$	10		$	—		$	64
Accounts payable and other current liabilities		245			2,683			941			(1,842	)		2,027
Total current liabilities		290			2,692			951			(1,842	)		2,091
Long-term debt		7,942			8			545			—			8,495
Intercompany debt		96			233			(172	)		(157	)		—
Deferred income taxes		(67	)		1,455			163			—			1,551
Total liabilities		8,261			4,388			1,487			(1,999	)		12,137
Total stockholder’s equity		2,936			13,995			2,343			(16,338	)		2,936
Total Liabilities and Stockholder’s Equity	$	11,197		$	18,383		$	3,830		$	(18,337	)	$	15,073
(in millions)	Supplemental Condensed Consolidating Schedule of Operations Three Months Ended March 31, 2008
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	888		$	468		$	(54	)	$	1,302
Costs and expenses:
Cost of sales and direct operating		—			419			278			(54	)		643
Sales, marketing and administration		24			154			99			—			277
Product development		—			46			33			—			79
Depreciation and amortization		—			49			18			—			67
Amortization of acquisition-related intangible assets		1			92			19			—			112
		25			760			447			(54	)		1,178
Income (loss) from operations		(25	)		128			21			—			124
Net interest income (expense)		(144	)		(15	)		16			—			(143	)
Other income (expense)		86			13			(20	)		(100	)		(21	)
Income (loss) before income taxes		(83	)		126			17			(100	)		(40	)
Benefit (provision) for income taxes		61			(39	)		(4	)		—			18
Net income (loss)	$	(22	)	$	87		$	13		$	(100	)	$	(22	)

F-59

(in millions)	Supplemental Condensed Consolidating Schedule of Operations Three Months Ended March 31, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	834		$	522		$	(21	)	$	1,335
Costs and expenses:
Cost of sales and direct operating		—			372			340			(21	)		691
Sales, marketing and administration		23			154			99			—			276
Product development		—			45			30			—			75
Depreciation and amortization		—			52			17			—			69
Amortization of acquisition-related intangible assets		1			100			23			—			124
		24			723			509			(21	)		1,235
Income (loss) from operations		(24	)		111			13			—			100
Net interest income (expense)		(143	)		(11	)		4			—			(150	)
Other income (expense)		75			17			6			(91	)		7
Income (loss) before income taxes		(92	)		117			23			(91	)		(43	)
Benefit (provision) for income taxes		58			(42	)		(7	)		—			9
Net income (loss)	$	(34	)	$	75		$	16		$	(91	)	$	(34	)
(in millions)	Supplemental Condensed Consolidating Schedule of Cash Flows Three Months Ended March 31, 2008
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flow From Operations
Net income (loss)	$	(22	)	$	87		$	13		$	(100	)	$	(22	)
Non cash adjustments		(71	)		100			52			100			181
Changes in operating assets and liabilities		(174	)		135			(92	)					(131	)
Cash flow provided by (used in) operations		(267	)		322			(27	)		—			28
Investment Activities
Intercompany transactions		137			(219	)		82			—			—
Cash paid for businesses acquired by the Company, net of cash acquired		—			(64	)		—			—			(64	)
Cash paid for property and equipment and software		—			(63	)		(21	)		—			(84	)
Other investing activities		—			—			—			—			—
Cash provided by (used in) investment activities		137			(346	)		61			—			(148	)
Financing Activities
Net borrowings (repayments) of long-term debt		135			4			(18	)		—			121
Other financing activities		(10	)		—			—			—			(10	)
Cash provided by (used in) financing activities		125			4			(18	)		—			111
Effect of exchange rate changes on cash		—			—			9			—			9
Increase (decrease) in cash and cash equivalents		(5	)		(20	)		25			—			—
Beginning cash and cash equivalents		39			2			386			—			427
Ending cash and cash equivalents	$	34		$	(18	)	$	411		$	—		$	427

F-60

(in millions)	Supplemental Condensed Consolidating Schedule of Cash Flows Three Months Ended March 31, 2009
	Parent			Guarantor			Non-Guarantor
	Company			Subsidiaries			Subsidiaries			Eliminations			Consolidated
Cash Flow From Operations
Net income (loss)	$	(34	)	$	75		$	16		$	(91	)	$	(34	)
Non cash adjustments		(56	)		112			30			91			177
Changes in operating assets and liabilities		(226	)		(336	)		347			—			(215	)
Cash flow provided by (used in) operations		(316	)		(149	)		393			—			(72	)
Investment Activities
Intercompany transactions		375			223			(598	)		—			—
Cash paid for businesses acquired by the Company, net of cash acquired		—			(6	)		—			—			(6	)
Cash paid for property and equipment and software		—			(61	)		(18	)		—			(79	)
Other investing activities		(3	)		—			(2	)		—			(5	)
Cash provided by (used in) investment activities		372			156			(618	)		—			(90	)
Financing Activities
Net borrowings (repayments) of long-term debt		(546	)		(2	)		233			—			(315	)
Other financing activities		(1	)		—			—			—			(1	)
Cash provided by (used in) financing activities		(547	)		(2	)		233			—			(316	)
Effect of exchange rate changes on cash		—			—			(6	)		—			(6	)
Increase (decrease) in cash and cash equivalents		(491	)		5			2			—			(484	)
Beginning cash and cash equivalents		511			16			448			—			975
Ending cash and cash equivalents	$	20		$	21		$	450		$	—		$	491

F-61

Report of Independent Registered Public Accounting Firm

To the shareholders

GL Trade S.A.

42 rue Notre Dame des Victoires

75002 Paris

France

In our opinion, the accompanying consolidated balance sheet and the related consolidated statements of income, recognized income and expense, changes in shareholders’ equity and cash flows present fairly, in all material respects, the financial position of GL Trade S.A. at December 31, 2007 and the results of its operations and its cash flows for the year then ended in conformity with International Financial Reporting Standards as issued by International Accounting Standards Board. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes 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. We believe that our audit provides a reasonable basis for our opinion.

As described in Note 34, on 1 October 2008, SunGard Data Systems Inc., acquired a majority interest in GL Trade S.A.

Neuilly-sur-Seine, December 1st, 2008

PricewaterhouseCoopers Audit

F-62

Independent Auditors’ Report

The Board of Directors

GL Trade S.A.

42 rue Notre Dame des Victoires

75002 Paris

France

We have audited the accompanying consolidated balance sheets of GL Trade S.A. and subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of income, changes in shareholders’ equity, cash flows, and recognized income and expense for the years then ended. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes 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, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of GL Trade S.A. and subsidiaries as of December 31, 2006 and 2005, and the results of its operations and its cash flows for the years then ended in conformity with International Financial Reporting Standards as adopted by the European Union and in conformity with International Financial Reporting Standards as issued by the International Accounting Standards Board.

As discussed in the note “Accounting principles and methods” to the consolidated financial statements, the consolidated financial statements have been authorized by the Board of Directors of the Company on 6 March 2007 and 7 March 2006 for the years ended December 31, 2006 and 2005, respectively, and then amended on 26 November 2008 in order to translate them into English, to issue one set of financial statements covering the three years ended 31 December 2007, 2006 and 2005, respectively, and also to disclose that the consolidated financial statements have also been prepared in accordance with IFRS as issued by the IASB.

Paris La Défense

December 1, 2008

KPMG Audit

A division of KPMG S.A.

Jean-Pierre Valensi

F-63

GL TRADE S.A.

Consolidated statements of income

€ ‘000s	Notes	Year ended 31 December
		2007		Continuing operations 2006		Discontinued operations 2006		2006		Continuing operations 2005		Discontinued operations 2005		2005
Revenue	(4)	203,252		172,619		12,215		184,834		164,370		14,858		179,228
Other operating income		653		831		55		886		624		5		629
Personnel costs	(5)	(103,165	)	(87,184	)	(1,104	)	(88,288	)	(84,443	)	(1,199	)	(85,642	)
Depreciation, amortization and provisions		(4,149	)	(3,757	)	(22	)	(3,779	)	(4,277	)	(18	)	(4,295	)
Other operating costs	(6)	(61,207	)	(51,852	)	(8,931	)	(60,783	)	(50,087	)	(9,263	)	(59,350	)
Operating income before amortization of intangible assets resulting from business combination		35,384		30,657		2,213		32,870		26,187		4,383		30,570
Amortization of intangible assets resulting from business combination		(769	)	(995	)	(1,100	)	(2,095	)	(1,450	)	(1,900	)	(3,350	)
Operating income		34,615		29,662		1,113		30,775		24,737		2,483		27,220
Interest on cash and cash equivalents		776		935		0		935		743		0		743
Other financial income		4,661		1,752		12		1,764		1,381		1		1,382
Cost of financial debt		(1,690	)	(639	)	0		(639	)	(393	)	0		(393	)
Other financial costs		(5,036	)	(2,911	)	0		(2,911	)	(1,204	)	0		(1,204	)
Net financial income (loss)	(7)	(1,289	)	(864	)	12		(852	)	527		1		528
Profit from the sale of stake in associated companies		0		0		0		0		8,119		0		8,119
Share in profit of associated companies		0		0		0		0		739		0		739
Profit before income tax		33,326		28,798		1,125		29,923		34,122		2,484		36,606
Income tax	(8)	(11,337	)	(9,866	)	(505	)	(10,371	)	(8,930	)	(1,089	)	(10,019	)
Net income from discontinued operations	(9)	1,834		0		0		0		0		0		0
Net income		23,823		18,933		620		19,553		25,191		1,395		26,586
Attributable to
– Equity holders		23,740		18,836		620		19,456		25,145		1,395		26,540
– Minority interests		83		97		0		97		46		0		46
Net income		23,823		18,933		620		19,553		25,191		1,395		26,586
in €
Earnings per share (attributable to holders of the parent company’s shares)	(19)	2.47		1.97		0.06		2.03		2.62		0.15		2.77
Diluted earnings per share (attributable to holders of the parent company’s shares)	(19)	2.46		1.96		0.06		2.02		2.61		0.15		2.76

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

F-64

GL TRADE S.A.

Consolidated statements of recognized income and expense

€ ‘000s	Year ended 31 December
	2007		2006		2005
Translation differences	(5,590	)	(1,867	)	789
Actuarial differences	137		(87	)	(82	)
Total of income and costs recognized directly against equity	(5,453	)	(1,955	)	707
Profit for the year	23,823		19,553		26,586
Income and expense recognized for the year	18,370		17,598		27,293
Attributable to:
– Group share	18,287		17,502		27,243
– Minority interests	83		97		50

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

F-65

GL TRADE S.A.

Consolidated balance sheets

€ ‘000s	Notes	As at 31 December
		2007	2006	2005
Property and equipment	(10)	6,771	6,247	5,790
Goodwill	(11)	131,183	79,301	66,706
Other intangible assets	(12)	4,890	3,154	4,317
Non-current financial assets	(13)	3,039	2,526	2,150
Deferred tax assets	(14)	1,609	1,553	1,511
Non-current assets		147,492	92,781	80,474
Trade and other receivables	(15)	62,689	56,737	75,745
Current tax receivable		428	0	418
Current financial assets	(16)	438	1,139	1,102
Cash and cash equivalents	(17)	23,354	36,829	42,791
Assets classified as held for sale	(18)	0	5,258	385
Current assets		86,909	99,964	120,441
Total assets		234,401	192,744	200,914
Share capital		293	293	292
Share premium		1,583	1,277	888
Reserves		39,093	35,614	24,433
Net income (attributable to equity holders)		23,740	19,456	26,540
Shareholders’ equity – attributable to equity holders		64,709	56,639	52,153
Minority interests		997	914	817
Total equity		65,706	57,553	52,970
Non-current financial liabilities	(20)	27,609	15,845	9,982
Deferred tax liabilities	(21)	2,807	1,315	1,727
Retirement benefit obligations	(22)	19	50	43
Other non-current liabilities	(23)	2,899	0	1,378
Non-current liabilities		33,334	17,210	13,130
Current financial liabilities	(24)	22,997	7,381	8,324
Current tax liabilities	(26)	2,669	2,704	2,798
Trade payable and other debts	(26)	51,092	43,089	42,832
Provisions	(27)	636	595	756
Other current liabilities	(28)	57,967	60,821	80,103
Liabilities classified as held for sale	(29)	0	3,391	0
Current liabilities		135,361	117,981	134,814
Total liabilities		168,695	135,191	147,944
Total liabilities and equity		234,401	192,744	200,914

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

F-66

GL TRADE S.A.

Consolidated statements of cash flows

€ ‘000s	Notes	Year ended 31 December
		Continuing operations		Discontinued operations	2007		Continuing operations		Discontinued operations		2006		Continuing operations		Discontinued operations		2005
Net income		23,823			23,823		18,933		620		19,553		25,191		1,395		26,586
Add back depreciation, amortisation and provisions		4,964			4,964		3,998		1,122		5,120		5,828		1,918		7,746
Add back changes in deferred taxes		532			532		478		(384	)	94		1,372		(664	)	708
Add back capital gains or losses on disposal		(1,415	)		(1,415	)	(344	)			(344	)	(7,682	)			(7,682	)
Add back share in profit of associated companies		0			0		0				0		(739	)			(739	)
Other non-cash items		508			508		34				34		0				0
Income tax expenses	(8)	10,664			10,664		9,393		884		10,277		7,558		1,753		9,311
Cash flow from operations		39,076			39,076		32,492		2,242		34,734		31,528		4,402		35,930
Change in working capital used in operations		(1,219	)		(1,219	)	4,298		(4,642	)	(344	)	418		(1,486	)	(1,068	)
Income tax paid		(11,019	)		(11,019	)	(9,678	)	(275	)	(9,953	)	(8,392	)			(8,392	)
Financial charges paid		(1,835	)		(1,835	)	(444	)			(444	)	(372	)			(372	)
Net cash provided/(used) by operating activities (A)		25,003			25,003		26,668		(2,675	)	23,993		23,182		2,916		26,098
Acquisition of fixed assets		(7,848	)		(7,848	)	(5,910	)	(17	)	(5,927	)	(4,738	)	(28	)	(4,766	)
Disposal of fixed assets		456			456		1,432				1,432		417				417
Short-term investments		0			0		(1,139	)			(1,139	)	(1,102	)			(1,102	)
Disposal of short-term investments		1,139			1,139		1,102				1,102		0				0
Acquisition of subsidiaries less cash acquired	(32)	(44,500	)		(44,500	)	(16,196	)			(16,196	)	(4,340	)			(4,340	)
Increased stakes in existing subsidiaries	(32)	(920	)		(920	)	0				0		0				0
Disposal of subsidiaries		0		1,589	1,589		1,080				1,080		9,000				9,000
Dividends from associated companies		0			0		0				0		1,725				1,725
Net cash provided/(used) by investing activities (B)		(51,673	)	1,589	(50,084	)	(19,631	)	(17	)	(19,648	)	961		(28	)	933
Dividends paid		(10,568	)		(10,568	)	(13,440	)			(13,440	)	(9,559	)			(9,559	)
Capital increase		306			306		390				390		725				725
Repurchase of own shares		(143	)		(143	)	0				0		0				0
Borrowing received		31,524			31,524		7,181				7,181		0				0
Repayment of borrowings		(7,508	)		(7,508	)	(3,110	)			(3,110	)	(7,301	)			(7,301	)
Net cash provided/(used) by financing activities (C)		13,611			13,611		(8,979	)			(8,979	)	(16,136	)			(16,136	)
Impact of changes in exchange rates (D)		(2,005	)		(2,005	)	(1,111	)			(1,111	)	1,028				1,028
Change in net cash (A)+(B)+(C)+(D)		(15,064	)	1,589	(13,475	)	(3,053	)	(2,692	)	(5,745	)	9,036		2,888		11,924
Opening net cash	(17)	36,829			36,829		39,882		2,909		42,791		30,847		21		30,868
Closing net cash	(17)	21,765		1,589	23,354		36,829		217		37,046		39,882		2,909		42,791

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

F-67

GL TRADE S.A.

Consolidated statements of changes in shareholders’ equity

€ ‘000s	Attributable to shareholders in the parent company													Minority interests		Total shareholders’ equity
	Share Capital	Issue Premium	Treasury shares	Stock Options reserves	Actuarial differences		Hedging instruments reserves	Translation differences on foreign subsidiaries		Profit and retained earnings		Total
Balance at 1 January 2005	290	214		443				(435	)	33,033		33,545		1,855		35,400
Translation differences on foreign subsidiaries								785				785		4		789
Income and expenses booked directly to shareholders’ equity					(82	)						(82	)			(82	)
Total changes booked directly to shareholder’s equity					(82	)		785				703		4		707
Profit for the period										26,540		26,540		46		26,586
Total income and costs booked for the period					(82	)		785		26,540		27,243		50		27,293
Dividend payments										(9,561	)	(9,561	)			(9,561	)
Other changes to minority interests												0		49		49
Stock option costs				402								402				402
Exercise of options	2	674										676				676
Undertaking to acquired minority interests												0		(1,138	)	(1,138	)
Other changes								(6	)	(146	)	(152	)			(152	)
Balance at 31 December 2005	292	888	0	845	(82	)	0	344		49,866		52,153		817		52,970
Changes in shareholders’ equity 2006
Translation differences on foreign subsidiaries								(1,867	)			(1,867	)			(1,867	)
Income and expenses booked directly to shareholders’ equity					(87	)						(87	)			(87	)
Total changes booked directly to shareholder’s equity					(87	)		(1,867	)			(1,954	)			(1,954	)
Profit for the period										19,456		19,456		97		19,553
Total income and costs booked for the period					(87	)		(1,867	)	19,456		17,502		97		17,599
Dividend payments										(13,439	)	(13,439	)			(13,439	)
Stock option costs				33								33				33
Exercise of options	1	389										390				390
Balance at 31 December 2006 carried forward	293	1,277	0	878	(169	)	0	(1,523	)	55,883		56,639		914		57,553

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€ ‘000s	Attributable to shareholders in the parent company														Minority interests	Total shareholders’ equity
	Share Capital	Issue Premium	Treasury shares		Stock Options reserves	Actuarial differences		Hedging instruments reserves	Translation differences on foreign subsidiaries		Profit and retained earnings		Total
Balance at 31 December 2006 carried forward	293	1,277	0		878	(169	)	0	(1,523	)	55,883		56,639		914	57,553
Change in shareholders’ equity 2007
Conversion differences on the conversion of businesses abroad									(5,590	)			(5,590	)		(5,590	)
Income and costs booked directly to shareholders’ equity						137							137			137
Total recognized elements in shareholders’ equity						137			(5,590	)			(5,453	)		(5,453	)
Profit for the period											23,740		23,740		83	23,823
Total income and costs booked for the period						137			(5,590	)	23,740		18,287		83	18,370
Dividend payments											(10,568	)	(10,568	)		(10,568	)
Stock option costs					126								126			126
Repurchase and cancellation of own shares			(143	)							8		(135	)		(135	)
Exercise of options		306											306			306
Derivative hedging instruments								54					54			54
Balance at 31 December 2007	293	1,583	(143	)	1,004	(32	)	54	(7,113	)	69,063		64,709		997	65,706

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

F-69

GL TRADE SA

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

GL TRADE SA (“the Company”) is a French domiciled company.

The address of the Company’s registered office is 42, rue Notre Dame des Victoires, 75002 Paris. The consolidated financial statements as at and for the years ended 31 December 2007, 2006 and 2005 comprise the Company and its subsidiaries (together referred to as “the Group”) and the Group’s share in associated companies. The Group provides the international financial community with a full range of software solutions to cover the entire order flow, from the dispatch of an order to post-trade settlement.

Accounting principles and methods

Statement of compliance

The consolidated financial statements have been prepared in accordance with the International Financial Reporting Standards (IFRS) effective as of December 31, 2007, 2006, and 2005 respectively as issued by the IASB and in accordance with IFRS as adopted by the European Union as of December 31, 2007, 2006 and 2005 respectively.

The standards, amendments and interpretations effective as from 1 January 2007 were applied to the 2007 consolidated accounts, and have had no material effect on the financial statements for that year. These standards, amendments and interpretations are as follows:

• Amendments to IAS 1 on additional information regarding share capital;

• IFRIC 7 Applying the Restatement Approach under IAS 29

• IFRIC 8 Scope of IFRS 2, regarding share-based payments;

• IFRIC 9 Reassessment of Embedded Derivatives;

• IFRIC 10 Interim Financial Reporting and Impairment.

Additional information required by IFRS 7 is presented in the consolidated financial statements.

The following new standards, amendments and interpretations effective as from 1 January 2009, were not applied for 2007:

• IAS 1 (revised) Presentation of financial statements

• IFRS 8 Operating Segments,

• Amendments to IAS 23 regarding borrowing costs,

• IFRIC 11 Group and Treasury Share Transactions,

• IFRIC 12 Service Concession Arrangements,

• IFRIC 13 Customer Loyalty Programmes,

• IFRIC 14 Limit on a Defined Benefit Asset and Minimum Funding Requirement.

The potential impact of the above pronouncements on Group consolidated financial statements is being assessed by management.

The consolidated financial statements have been authorized by the Board of Directors of the Company on 10 March 2008, 6 March 2007, 7 March 2006 for years ended in 2007, 2006 and 2005, respectively, and then amended on 26 November 2008 in order to translate them in English, to issue one set of financial statements covering the three years ended 31 December 2007, 2006 and 2005, respectively, and also to disclose that the financial statements have also been prepared in accordance with IFRS as issued by the IASB.

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BASIS OF PREPARATION

The consolidated financial statements are presented in euros, which is the Company’s functional currency. All financial information presented in euro has been rounded to the nearest thousand. The consolidated financial statements are established on the basis of historic cost, except for the following assets and liabilities which are recorded at fair value: derivative financial instruments, financial instruments held for trading, and available-for-sale financial assets.

Non-current assets and groups of assets held for sale are valued at the lower of their book value and their fair value less disposal costs.

The preparation of the financial statements in conformity with IFRS requires the Group’s management to make estimates and assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The underlying estimates and assumptions are made on the basis of past experience and of other factors considered to be reasonable in the circumstances. These estimates and assumptions serve as the basis for the exercise of judgment, as required when determining values for assets and liabilities that can not be obtained directly from other sources. Actual results may differ from these estimates.

Estimates and the underlying assumptions are reviewed on an ongoing basis. The effect of changes in estimates is recognized in the period in which the estimates are revised, and in any future periods affected.

Information about significant areas of judgments in applying accounting policies that have the most significant effect on the amounts recognized in the consolidated financial statements and which may carry substantial risk of adjustment in subsequent years is included in the notes to the consolidated financial statements. The major line items affected by such judgments are Other Intangible assets, Goodwill, Deferred taxation, Financial liabilities and Provisions.

Accounting methods have been consistently applied by all Group entities.

Note 1 - PRINCIPLES OF CONSOLIDATION

BASIS OF CONSOLIDATION

Subsidiaries

Subsidiaries are entities controlled by the Group. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases.

Acquisitions of subsidiaries are accounted for using the purchase method of accounting; subsidiaries are consolidated on the full consolidation method under which all balance sheet and income statement accounts of the consolidated companies are integrated (after necessary consolidation adjustments and elimination of intra-group transactions and balances). Shareholders’ equity and net income (loss) are then allocated to other shareholders and minority interests.

The cost of an acquisition corresponds to the total of the fair value of the assets acquired, equity instruments issued and liabilities assumed or incurred at the date of transfer, plus costs directly related to the acquisition. The identifiable assets and liabilities assumed in a business combination are initially assessed at fair value at the date of acquisition, regardless of minority interests. Goodwill represents the excess of the cost of an acquisition over the fair value of the identifiable net assets acquired. Where the acquisition cost is lower than the fair value of the subsidiary acquired, the difference is recognized directly in the income statement.

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Associates

Associates are those entities in which the group has significant influence, but not control, over the financial and operating policies. The consolidated financial statements include the Group’s share of net income /loss of equity accounted investees, from the date that significant influence commences until the date that significant influence ceases. When the Group’s share of losses exceeds its interest in an equity accounted investee, the carrying amount of that interest (including any long-term investments) is reduced to nil and the recognition of further losses is discontinued except to the extent that the Group has an obligation or has made payments on behalf of the investee.

Transaction eliminated on consolidation

Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions, are eliminated in preparing the consolidated financial statements.

Foreign currency translation

The euro is the functional currency of GL TRADE SA and is the currency in which the accounts of the company are presented.

Monetary assets and liabilities denominated in foreign currencies at the reporting date are converted to the functional currency at the exchange rate effective on that date. Foreign currency differences arising on translation are recognized in profit or loss in the income statement.

Non-monetary assets and liabilities denominated in foreign currencies and valued at their historic cost are translated to the functional currency using the exchange rate in effect on the transaction date. Non-monetary assets and liabilities denominated in foreign currencies and valued at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined.

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising from acquisition, are translated to euros at exchange rates at the reporting date. The income and expenses of foreign operations, are translated to euro at the average exchange rates over the period. Foreign currency differences are recorded as currency translation adjustment directly in equity.

Net investment in a foreign business

Translation differences arising from the conversion of a net investment in a foreign business and the associated hedging are accounted as currency translation adjustment. They are accounted for in the income statement if and when the Group withdraws from the foreign business.

Deferred tax

Deferred taxes are determined using the balance sheet method. The group treats deferred tax using the ‘liability method’ for all timing differences between the inclusion of assets and liabilities on the consolidated balance sheet at their reported value and their value for tax purposes, with the exception of:

• goodwill which is not tax deductible

• the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit or loss; and,

• differences relating to investments in subsidiaries and jointly controlled entities to the extent that it is probable that they will not reverse in the foreseeable future.

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The valuation of deferred tax assets or liabilities is determined by the manner in which the Group expects to recover or settle the value of assets or liabilities on the balance sheet, using the tax rates that have been adopted, or effectively adopted, at the balance sheet date.

The net balance of deferred tax items is determined on the basis of the tax status of each Group entity or the income for tax purposes of all Group entities included in the tax consolidation scope. A deferred tax asset is recognized only to the extent that it is probable that future taxable profits will be available against which the asset can be utilized. Deferred tax assets are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

Dividends

Any dividends paid by one of the Group entities to another of the Group entities are eliminated in the calculation of net profit for the Group.

Goodwill

The purchase method of accounting is used to account for business combinations.

For business combinations occurring after the Group’s transition to IFRS on 1 January 2004, goodwill represents the difference between the acquisition cost and the corresponding share of the fair value of the identifiable assets acquired, any identifiable liabilities and any contingent liabilities.

For business combinations occurring prior to the Group’s transition to IFRS on 1 January 2004, goodwill is maintained at its book value as calculated under previous accounting methods. In preparing the opening balance sheet under IFRS at 1 January 2004, the Group did not change the classification and accounting treatment of acquisitions occurring prior to 1 January 2004.

Goodwill is measured at cost less accumulated impairment losses. Goodwill is allocated to Cash Generating Units and is not amortized, but is subject to an impairment test on an annual basis or at any time that there is an indication that value may have been impaired. In respect of equity accounted investees, the carrying amount of goodwill is included in the carrying amount of the investment.

Negative goodwill on an acquisition is immediately accounted for in the income statement after a re-examination of the fair values of the assets, liabilities and contingent liabilities acquired.

Note 2 - Significant accounting policies

Revenue recognition

Revenue is reported for the financial year to which it relates. Revenue from operating activities is generated from the services provided by GL TRADE to its clients. Revenue from these services is recognized according to one of the following models, depending on the type of product sold:

• Solutions sold as a subscription: under this billing model, GL TRADE grants its clients the right to use software and provides them with associated maintenance, technical support, hot-line and update services, at no extra cost, over the subscription period. Revenue is billed in advance and recognized straight line over the life of the contract starting from the installation date.

• Associated services: the sale of solutions is often bundled with associated services, such as project management, installation and training. These services are billed and revenue is recognized upon the performance of the service. Revenues from bundled arrangements are allocated to the individual elements based on their relative fair value.

• Solutions sold in the form of a license with associated maintenance contract: licenses give the right to use software and are generally granted for a limited period (3 to 5 years). Revenue from licenses is

F-73

recognized in its entirety at the time of installation at the latest, with revenue from annually renewable maintenance contracts recognized straight line over the contract period.

• Projects including a license and specific development and/or significant integration services: at the contract proposal phase complex projects are divided up into a number of phases corresponding to the services accepted by the client. Revenue is recognized as work is completed, on the basis of technical milestones achieved. The percentage of completion is determined by assessing the work already completed at the end of the financial period.

• Royalty fees are paid to stock markets based on the number of displays utilized by end-user customers, and are recharged to such customers. Access to stock market data is part of a full service offering and the related fees are recognized as revenue since GL Trade is the primary obligor.

Leases

Leases are accounted for as finance leases if they transfer nearly all the risks and rewards of the ownership of the leased assets to the lessee.

In particular, contracts are considered as financial lease contracts if:

• they allow for automatic transfer of ownership at the end of the contract, or

• they offer a purchase option that is likely to be exercised during or at the end of the contract, or

• they have a term close to the expected useful life of the asset, or

• the present value of minimum payments under the contract is close to the fair value of the asset.

Assets financed through finance leases are classified in the balance sheet as property and equipment at the lower of the fair value of the asset and the present value of minimum payments under the lease contract at the reception date and are depreciated, and the corresponding liabilities are classified as short- or long-term debt.

Lease payments are broken down between financial costs and principal payment of the debt.

Assets under finance lease are depreciated using the same method used for property and equipment of the same type.

Payments made under operating leases are charged to the income statement on a straight line basis over the period of the lease. Lease incentives received are recognized on a straight line basis over the term of the lease.

Employee benefits

Retirement benefits

Defined contribution retirement plan

Contributions relating to the defined contribution retirement plans are reported as expenses in the income statement when incurred.

Defined benefit plans

The Group’s liabilities under defined benefit retirement plans are calculated separately for each plan by estimating the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value and the fair value of any plan assets is deducted. Valuation and other calculations are performed by a qualified actuary using the projected unit credit method. The Company’s actuarial debt is the sum of the liabilities thus calculated for each of its employees.

The Group recognizes all actuarial gains and losses arising from defined benefit plans directly in equity immediately.

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When the valuation of the net obligations results in the recognition of an asset at the Group’s level, the amount recorded in relation to this asset is limited to the unrecognized prior service costs and the fair value of any future plan repayment.

Share-based payment transactions

The Group provides non-transferable share-based payment plans that give some employees options to acquire shares in the Group. The cost of share-based payment plans is recognized in the income statement with an offset to equity over the vesting period, after which the employees become the beneficial owners of the shares.

When the options are exercised, equity is increased by the amount of the payment received. The cost of share-based payment plans is the grant date fair value of options granted to employees. Fair value of the options is determined using the Black-Scholes model.

The Group applied the transitional provisions of IFRS 1 regarding share-based payments, limiting its application to grants made after 7 November 2002.

Earnings per share

Earnings per share is calculated on the basis of the weighted average number of ordinary shares outstanding during the period.

The weighted average number of ordinary shares outstanding is calculated on the basis of any changes in the share capital and corrected for shares held in treasury by the Group.

Diluted earnings per share is calculated by dividing net income by the weighted average number of shares outstanding adjusted for the effects of all dilutive potential ordinary shares. Potentially dilutive ordinary shares are those stock options where the strike price is lower than the fair value price of the Group’s share.

The method used to calculate the dilutive effect of these instruments is the share purchase method. This method determines the theoretical number of shares that could be bought at the market price for the amount of the option strike price. The number of shares thus calculated is subtracted from the total number of shares that would be issued if all options outstanding were exercised, to give the additional number of shares to be used in calculating the diluted earnings per share figure.

Net finance income (cost)

Net financial income (cost) includes interest on financial liabilities, calculated using the effective interest rate method, interest earned on investments, dividends income, foreign exchange gains and losses, and gains and losses on hedging instruments reported in the income statement.

Interest income is recorded in the income statement when earned, using the effective interest rate method.

Dividend income is recorded in the consolidated income statement when the Group acquires the right to receive payments.

Interest costs included in payments under finance lease contracts are recorded using the effective interest rate method.

Income tax

Income tax expense comprises current and deferred tax. Income tax expense is recognized in profit or loss except to the extent that it relates to items recognized directly in equity, in which case it is recognized in equity.

Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.

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Intangible assets

Research and development costs

Expenditure on research activities, undertaken with the prospect of gaining technical knowledge, is recognized as an expense as incurred.

Development costs with a view to developing or industrializing a new product or production process are capitalized as intangible assets if the company can demonstrate that:

• it is technically feasible to develop the intangible asset to the stage of use or sale;

• it has the intention, and financial capacity, to pursue the development project to completion;

• it has the capacity to use or sell the intangible asset thus created;

• it has available financial and technical resources which will enable the development and the sale;

• the intangible asset will generate probable future economic benefits in a given manner;

• the cost of this asset can be assessed in a reliable way.

The expenditure capitalized includes the direct labor and overhead costs that are directly attributable to preparing the asset for its intended use.

These capitalized expenditures are recorded as an intangible asset at cost less amortization and any cumulative impairment of value.

Other development expenditure is recognized as expense as incurred.

Other intangible assets

Other intangible assets that are acquired by the Group are measured at cost less accumulated amortization and accumulated impairment losses.

Amortization

Amortization is recognized in the consolidated income statement on a straight-line basis or on an accelerated basis over the estimated useful life of the intangible asset, based on which ever method provides a more accurate rate at which the future economic benefits of the intangible asset are consumed. Amortization is not recognized for intangible assets where the estimated useful life is indefinite.

Goodwill is not subject to amortization. Instead, the Group performs impairment tests at the balance sheet date and when there is an indication that the value of goodwill may have been impaired.

Amortization of intangible assets is recognized beginning from the date that the assets are available for use. The estimated useful lives for the current and comparative periods range from 1 to 5 years.

Property and equipment

Acquired property and equipment

Property and equipment are measured at cost less accumulated depreciation and accumulated impairment losses. Where components of an item of property and equipment have different useful lives, they are accounted for as separated items of property and equipment.

Expenditure occurring after acquisition

The Group recognizes in the carrying amount of an item of property and equipment the cost of replacing part of such an item when that cost is incurred and if it is probable that the future economic benefits embodied in the item will flow to the Group and the cost of the item can be reliably measured. Other costs are recognized in the income statement as an expense when incurred.

F-76

Amortization

Amortization is recognized in the income statement on a straight-line method over the estimated useful life of the asset, or using the accelerated amortization method when it more accurately reflects the use of the future economic benefits of the asset. Amortization takes into account the residual value corresponding to the amount the Group would currently receive for the disposal of the asset, after deduction of related costs, if the asset was already of the age and in the expected condition at the end of its useful life.

Land is not amortized.

Estimated useful lives are as follows:

Property and equipment	Period	Method
Building and investment property	20 years	Straight line
Computer Equipment	3 to 4 yrs	Accelerated amortization
Leasehold improvements	5 to 10 yrs	Straight line
Vehicles	4 to 5 yrs	Straight line
Office equipment and furniture	3 to 5 yrs	Straight line

Financial instruments

Loans and receivables are non-derivative financial instruments producing payments that are or can be determined and which are not listed on an active market. They exclude those assets that the entity has classified as being held for trading or available for sale. In particular, these loans and receivables include deposits and guarantees on assets held under lease and loans granted to partners.

Held-for-trading financial assets are those financial assets acquired mainly to generate a profit, from price variations, in the short term.

Available-for-sale financial assets are those financial assets which are not held-for-trading, issued by the group or held until their due date, or designated as such.

Loans granted by the Group are recorded on the balance sheet at their value on the date of grant or of their transfer to the Group. The classification of the financial asset and the valuation method applied is determined on the date of acquisition based on management’s intention.

Financial assets are recognized initially at fair value plus, for instruments not at fair value through profit or loss, any directly attributable transaction costs.

Subsequent to initial recognition, held-for-trading and available-for-sale financial assets are measured at fair value. As an exception, financial instruments for which a trading price on a liquid market is not available and whose fair value may not be determined in a reliable manner are kept at cost, net of transaction costs, and deduction of any impairment.

Changes in the fair value of available-for-sale financial assets are recorded directly in shareholders’ equity. When available-for-sale financial assets are sold, transferred or redeemed, the cumulative gain or loss is recorded in the income statement. When an available-for-sale financial asset experiences an other-than-temporary impairment in value, fair value is adjusted and depreciation is recorded in the income statement under “Net financial income (loss)”, to the extent of the cumulative balance in shareholders’ equity.

Changes in the fair value of held-for-trading financial assets are recorded in the income statement.

Financial liabilities, other than those classified as held-for-trading, are recognized initially at fair value less transaction costs, and then at amortized cost calculated using the effective interest rate method. The fair value of financial instruments is determined by the market price at the balance sheet date.

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Trade and other receivables

Trade and other receivables are non-derivative financial instruments. They are recorded at fair value when first recognized, and then at their amortized cost less accumulated impairment losses.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and short-term investments that are readily convertible in cash. Bank overdrafts, repayable on demand and which form an integral part of the Group’s cash management activities, are included as an element of cash and cash equivalents for the purposes of the consolidated cash flow statement.

Derivatives

Derivative financial instruments are recognized initially at fair value on the contract day, and classified on the consolidated balance sheet line item “Non- current financial assets.” Subsequent to initial recognition, derivatives are measured at fair value, and changes therein are recorded in the consolidated income statement.

The fair value of derivative instruments is provided on a quarterly basis by third party financial institutions which ensure the reliability of such information.

The fair value of derivative instruments used in 2007 for interest rate hedging is given in Note 25.

IAS 39 requires that hedge effectiveness is assessed upon the initiation of the hedge strategy and throughout the use of the strategy in order to qualify for hedge accounting. Hedge effectiveness is measured by matching the variations in the value of the hedging instrument against the underlying hedged item; the actual results should remain within a range of 80% to 125%.

When a derivative is reclassified (no longer qualifying under IAS 39 for hedge accounting), the fair value of the derivative is transferred from the shareholders’ equity to the income statement over its useful life.

The amount of equity transferred to the income statement is adjusted based on the accumulated depreciation at the discontinuation date set against the total number of days of hedge accounting.

The Group uses derivative instruments to hedge against interest rates risk, and not for market speculation purposes.

Impairment

Assets are assessed at each reporting date to determine whether there is any objective evidence that they are impaired. If any such indication exists, then the asset’s recoverable amount is estimated.

For goodwill and intangible assets that have indefinite lives or that are not yet available for use, the recoverable amount is estimated each year at the same time, even in the absence of impairment indicators.

The recoverable amount of an asset is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For an asset that does not generate largely independent cash flow, the recoverable amount is determined for the lowest cash generating unit of assets.

Impairment tests are carried out using discounted future cash flow methods. Their purpose is to ensure that the recoverable amount at the balance sheet date is greater than the net book value of the asset recorded on the balance sheet. Should this not be the case, an impairment loss will be recognized equal to the difference between the recoverable value of these assets and their net book value.

F-78

For goodwill, intangible assets with an indefinite useful life and intangible assets which are not yet available for use, the recoverable amount is estimated at each balance sheet date. An impairment loss is recognized whenever the carrying amount of an asset or its cash generating unit exceeds its estimated recoverable amount. Impairment losses are recognized in the consolidated income statement.

Impairment losses recognized in respect of cash generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (group of units) on a pro rata basis.

An impairment loss in respect of goodwill is not reversed. In respect of other assets, an impairment loss may be reversed if there has been a change in the estimates used to determine the recoverable amount.

An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortization, if no impairment loss had been recognized.

Financial liabilities

Financial liabilities related to undertakings to buy out minority interests

Put Options to acquire minority interests in fully consolidated subsidiaries are recorded as Financial liabilities. The counterpart of this debt is booked against minority interests with the balance being recorded as goodwill. The exercise price of the put is revalued at its fair value at each financial year end and changes in its fair value are recorded to goodwill.

Loans

Interest-bearing loans are initially recorded at fair value after deduction of related transaction costs. Subsequently loans are recorded at amortized cost and the difference between the cost and the redemption value is recognized in the income statement over the period of the borrowings using the effective interest rate.

Provisions

A provision is recognized if, as a result of a past event, the Group has a present legal or constructive obligation that can be reliably estimated, and it is probable that an outflow of economic benefits will be required to settle the obligation.

If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A provision for loss-making contracts is recorded when the Group’s expected future benefits relating to a specific contract are less than the costs that will be incurred to meet contractual obligations.

Trade payables and other liabilities

Trade payables and other liabilities are stated at their amortized cost.

Current assets held for sale and discontinued operations

Immediately before classification as held for sale, the assets (or components of a disposal group) are remeasured in accordance with the Group’s accounting policies. Thereafter, generally the assets (or disposal group) are measured at the lower of their carrying amount and fair value less costs to sell.

Impairment losses on initial classification of an asset (or group of assets) as held for sale and subsequent gains and losses on remeasurement are recognized in the consolidated income statement, irrespective of whether or not the assets have previously been recorded under the periodic revaluation method. Gains are not recognized in excess of any cumulative impairment loss.

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Segment reporting

A segment is a distinguishable component of the Group that is engaged either in providing related products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and returns that are different from those of other segments. The Group has identified various segments within its range of products.

Segmentation by product type is the primary segmentation used.

For the marketing of its products, GL TRADE has structured its segment reporting by product lines:

• Trading Solutions / Client Connectivity

• Post Trade Derivatives

• Post Trade Securities

• Capital Market Solutions

• Information Services

With the exception of the activities of GL SETTLE INC, no changes of the Business Lines resulted in a reallocation of their respective activities relative to previous years in 2007. The Capital Market Solutions (“CMS”) Business Line now includes the FNX Group, acquired in February 2007. CMS now handles the TxPress product from GL SETTLE INC., which was formerly part of the PTS Business Line.

The new Information Services Business Line was created in 2007, subsequent to the acquisition of INFOTEC, and specializes in the distribution of the Group’s financial data. Decision Software, which specializes in Fixed Income, was acquired in mid-November of 2007, and is currently consolidated by the Group.

Each business unit is in a position to sell all of the product’s line, and adapts the Group’s overall strategy into regional and local action plans. Each has its own inherent risks and returns.

The Group’s financial reporting system is organized in such a way that it is able to monitor the accounts of each Product Line. Budgeting and quarterly budget reporting are carried out by Product Line in order to monitor the profitability of each business unit.

Geographical segmentation is the secondary segmentation used.

Note 3 - scope of consolidation

At 31 December 2007, 2006 and 2005, the following companies were included in the scope of consolidation:

			12/31/2007			12/31/2006			12/31/2005
Company	Head Office	Holding company	%		Method	%		Method	%		Method
GL TRADE SA	France		Parent company			Parent company			Parent company
GL MULTIMEDI@ SA	France	GL TRADE SA	82.04	%	FC	82.04	%	FC	82.04	%	FC
GL TRADE LTD	UK	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE AG	Germany	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE BV	Netherlands	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE IBERICA S.L.	Spain	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE SWITZERLAND SA (**) (***)	Switzerland	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE BELGIUM	Belgium	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GLESIA (*)	Italy	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE AMERICAS INC (ex GL CONSULTANTS INC)	USA	GL TRADE HOLDINGS INC	100	%	FC	100	%	FC	100	%	FC
GL TRADE SOLUTIONS PTE LTD	Singapore	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE SYSTEMS LTD HK	Hong Kong	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC

F-80

			12/31/2007			12/31/2006			12/31/2005
Company	Head Office	Holding company	%		Method	%		Method	%		Method
GL TRADE AUSTRALIA PTY LTD	Australia	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE JAPAN KK	Japan	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL TRADE SOUTH AFRICA PTY LTD	South Africa	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
GL SETTLE LTD	UK	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
UBITRADE SA	France	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
UBITRADE LTD	UK	UBITRADE SA	liquidated		FC	liquidated		FC	100	%	FC
UBITRADE GmbH	Germany	UBITRADE SA	sold		FC	100	%	FC	100	%	FC
UBITRADE INC.	USA	UBITRADE SA	liquidated		FC	liquidated		FC	100	%	FC
GL TRADE MENA (ex UBITRADE MSP)	Tunisia	UBITRADE SA	100	%	FC	100	%	FC	100	%	FC
UBITRADE OSI	Tunisia	UBITRADE SA	100	%	FC	100	%	FC	100	%	FC
GL SOFTWARE UNIPESSOAL LDA	Portugal	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
4D TRADING	UK	GL TRADE SA	liquidated		FC	liquidated		FC	100	%	FC
TFC SAS	France	GL TRADE SA	sold		FC	51	%	FC	51	%	FC
GL SETTLE INC (ex OASIS)	USA	GL TRADE HOLDINGS INC	100	%	FC	100	%	FC	100	%	FC
GL TRADE HOLDINGS INC	USA	GL TRADE SA	100	%	FC	100	%	FC	100	%	FC
EMOS SYSTEMS SAS	France	GL TRADE SA	merged		FC	merged		FC	merged		FC
EMOS FUTURES LTD	UK	GL TRADE SA	in liquidation		FC	100	%	FC
EMOS SYSTEMS INC	USA	GL TRADE SA	liquidated		FC	100	%	FC
GL TRADE OVERSEAS INC (ex NYFIX OVERSEAS INC)	USA	GL TRADE SA	100	%	FC	100	%	FC
GL Bilglsayar hizmetleri Ticareet Ltd. Sirketi	Turkey	GL TRADE SA	100	%	FC	100	%	FC
FXN Limited Business Corporation	USA	GL TRADE HOLDINGS INC	100	%	FC
FNI (I), L.L.C.	USA	FNX Limited	100	%	FC
FNX (UK)	UK	FNI (I), L.L.C.	100	%	FC
FNX, L.L.C.	USA	FNX Limited	100	%	FC
FNX LTD, Mauritius	Mauritius	FNX Limited	100	%	FC
Prismlight Pte Ltd	Singapore	FNX LTD, Mauritius	100	%	FC
FNX Solutions (Thailand) Co., Ltd Juristinc Person, Limited Company	Thailand	FNX Limited	100	%	FC
FNX (Thailand) Co., Ltd Juristinc Person, Limited Company	Thailand	FNX Limited	100	%	FC
FNX India Software Private Limited	India	FNX Limited	100	%	FC
GL TRADE TUNISIA	Tunisia	GL TRADE SA	100	%	FC
INFOTEC SA (***)	Switzerland	GL TRADE SA	merged		FC
IFIS INFOTEC FRANCE Sarl	France	GL TRADE SUISSE SA	100	%	FC
INFOTEC (Deutchland) GmbH	Germany	GL TRADE SUISSE SA	100	%	FC
INFOTEC FINANCIAL (UK) LIMITED	UK	GL TRADE SUISSE SA	100	%	FC
IFIS INFOTEC (USA) INC.	USA	GL TRADE SUISSE SA	100	%	FC
GL TRADE SOFTWARE DOO	Serbia	GL TRADE SA	100	%	FC
DECISION SOFTWARE INC.	USA	GL TRADE HOLDINGS INC	100	%	FC

F-81

FC: full consolidation

(*) Legally 51% owned by GL TRADE SA

(**) Legally 93.054% owned by GL TRADE SA

(***) Merger of GL TRADE SCHWEIZ AG with INFOTEC SA at 09/30/2007

All fully-consolidated companies have a financial year end on 31 December.

The Company has not carried out any securitization transactions nor created any ad hoc entities.

Changes in the scope of consolidation in 2007

• The GL TRADE Group sold the FERMAT distribution business on 1 January 2007, formerly part of its UBITRADE Gmbh subsidiary. It was deconsolidated at the same date.

• EMOS Inc. was deconsolidated after being struck from the register of companies in the state of Delaware in January 2007.

• On 1 March 2007, GL TRADE, via its holding company GL TRADE HOLDINGS Inc. purchased all the shares of FNX Ltd BUSINESS CORPORATION in the US. FNX Ltd holds eight fully-owned subsidiaries.

• In April 2007, GL TRADE SA set up a new subsidiary in Tunisia, GL TRADE TUNISIA SARL.

• GL TRADE sold its 51% stake in SAS TFC to its former partners in June 2007.

• In July 2007, GL TRADE SA acquired 90% of INFOTEC SA which has its registered office in Switzerland. That company owns four distribution subsidiaries in France, the UK, Germany and the US.

• In August 2007, GL TRADE SA created a new subsidiary in Serbia, GL SOFTWARE DOO.

• In September 2007, GL TRADE SCHWEIZ and INFOTEC SA merged. GL TRADE SCHWEIZ AG absorbed INFOTEC SA., resulting in a new entity, GL TRADE SUISSE SA.

• In November 2007, GL TRADE SA acquired all the shares of the New York-based company, DECISION SOFTWARE, through its holding company, GL TRADE HOLDINGS Inc.

Changes in the scope of consolidation in 2006

• In July 2006, GL TRADE SA acquired all shares in Emos Systems SAS. This French company held 100% stakes in Emos Futures Ltd in the UK and Emos Systems Inc in the USA. On 31 December 2006, Emos Systems SAS was wound up without being liquidated and its assets were fully transferred to its sole shareholder, GL TRADE SA. On 29 December 2006, Emos Futures Ltd made a partial asset transfer to GL TRADE Ltd. These restructuring measures were taken for the purposes of simplifying the Group’s legal structure. Employees and business activities have been transferred to existing Group subsidiaries.

• On 25 August 2006, GL TRADE SA acquired all the shares in Nyfix Overseas Inc (since renamed GL Overseas Inc) in the USA with a view to strengthening its position in the UK market. This US registered company generated the bulk of its turnover in the UK, where it has a branch.

• In December 2006, GL TRADE SA created a distribution subsidiary, GL Bilglsayar Hizmetleri Ticaret Ltd Sirketi, in Turkey.

Changes in the scope of consolidation in 2005

• GL TRADE Holdings Inc was created in July 2005 for the purpose of holding shares in GL TRADE Americas Inc and GL SETTLE Inc. It is wholly-owned by GL TRADE SA.

F-82

• GL TRADE Americas Inc is included in the scope of consolidation at 100% in accordance with IAS 32 and with respect to the accounting treatment of the put options held on minority shareholders. The shares formerly held by GL TRADE SA were transferred to the newly created GL TRADE Holdings Inc. This legal transaction does not represent a change in the scope of consolidation.

• GL TRADE Holdings Inc acquired 100% of the shares in GL SETTLE Inc (formerly OASIS) in July 2005.

• In April 2005, GL TRADE SA and a partner created TFC, for the purposes of developing consultancy services associated with the solutions sold by GL TRADE. GL TRADE owns 51% of this company.

• GLESIA is included in the scope of consolidation at 100% in accordance with IAS 32, and with respect to the accounting treatment of the put options held on minority interests shares.

• UBITRADE Pty, a subsidiary of UBITRADE SA, was removed from the scope of consolidation in September 2005 following its closure.

Foreign Currency translation

The average exchange rates for 2007 and the exchange rates at 31 December 2007 were as follows:

Currency	Average euro exchange rate	Closing euro exchange rate
Australian $1	0.61141	0.59677
Swiss franc 1	0.60876	0.60434
£1 Sterling	1.46081	1.36361
Hong Kong $1	0.09352	0.08711
Yen 1	0.00620	0.00606
Singapore $1	0.48459	0.47252
Tunisian dinar 1	0.57120	0.55712
US $1	0.72959	0.67930
South African rand 1	0.10351	0.09970
Indian rupee 1	0.01780	0.01725
Mauritanian rupee 1	0.02347	0.02494
Thai baht 1	0.02272	0.02283
New Turkish lira 1	0.55968	0.58241

The average exchange rates for 2006 and the exchange rates at 31 December 2006 were as follows:

Currency	Average euro exchange rate	Closing euro exchange rate
Australian $1	0.59999	0.59913
Swiss franc 1	0.63569	0.62232
£1 Sterling	1.46566	1.48920
Hong Kong $1	0.10251	0.09765
Yen 1	0.00685	0.00637
Singapore $1	0.50151	0.49500
Tunisian dinar 1	0.59937	0.58327
US $1	0.79639	0.75930
South African rand 1	0.11734	0.10855

F-83

The average exchange rates for 2005 and the exchange rates at 31 December 2005 were as follows:

Currency	Average euro exchange rate	Closing euro exchange rate
Australian $1	0.61254	0.62077
Swiss franc 1	0.64586	0.64305
£1 Sterling	1.46218	1.45921
Hong Kong $1	0.10328	0.10932
Yen 1	0.00731	0.00720
Singapore $1	0.48285	0.50948
Tunisian dinar 1	0.62081	0.62190
US $1	0.80336	0.84767
South African rand 1	0.12631	0.13397

Income statement details in 2007

On actual figures, revenue rose by 10.0% to €203.3 million in 2007, and 13% at constant exchange rates.

At constant scope of consolidation and exchange rates from 2006 through 2007, revenue would have risen by 7%.

The adjusted figure is calculated by subtracting EMOS and NYFIX OVERSEAS revenues purchased in 2006, the FERMAT business sold early in 2007 and the revenue of FNX Ltd BUSINESS CORPORATION, INFOTEC and DECISION SOFTWARE Inc., acquired in 2007.

Income statement details in 2006

On actual figures, revenue rose 3.1% to €184.8m in 2006. At constant scope of consolidation, revenue would have been €182.5m in 2006. The adjusted figure is calculated by subtracting revenue at EMOS and GL OVERSEAS INC (formerly Nyfix Overseas), which were acquired on 1 July and 25 August 2006 respectively.

There was no significant impact from currency movements in 2006 (less than 0.5%). At constant exchange rates revenue would have reached €185.6 million for the year.

Income statement details in 2005

On actual figures, revenue rose 19.4% to €179.2 million in 2005. Adjusted for changes in the scope of consolidation, revenue would have been €177.7 million in 2005. The adjusted figure is calculated by subtracting revenue at OASIS (now GL SETTLE US), which was acquired on 1 July 2005, and including revenue at DAVIDGE and UBITRADE for a full year in 2004.

The impact of currency movements was not significant in 2005. At constant exchange rates revenue would have reached €180.3 million for the year.

F-84

Note 4 - Analysis of revenue by client

Analysis of revenue by client (2007 breakdown)

€ ‘000s	year ended 12/31/2007		year ended 12/31/2006		year ended 12/31/2005
20 largest clients or groups
Value	91,172		86,851		84,565
% of revenue	45	%	47	%	47	%
10 largest clients or groups
Value	61,901		61,753		60,318
% of revenue	30	%	33	%	34	%
5 largest clients or groups
Value	39,482		40,882		40,078
% of revenue	19	%	22	%	22	%

For purposes of comparison, clients in 2005 and 2006 were regrouped to match the 2007 breakdown. Revenue by client was determined based on legal entities belonging to the same Group, even if orders were not centralized at that particular Group’s headquarters.

In spite of constant concentration in the financial sector, the weighting of our main clients by revenue remains very stable from one year to the next. The slight slip in the weighting of our main clients in 2007 compared to 2005 and 2006 can be attributed to the discontinuation of FERMAT products, which was distributed to some of our top ten clients.

Analysis of revenue by client (2006 breakdown)

€ ‘000s	year ended 12/31/2006		year ended 12/31/2006*		year ended 12/31/2005		year ended 12/31/2004
20 largest clients or groups
Value	84,9		83,7		76,9		58,9
% of revenue	45,9	%	45,9	%	42,9	%	39,2	%
10 largest clients or groups
Value	62,8		61,8		58,5		41,1
% of revenue	34,0	%	33,9	%	32,6	%	27,4	%
5 largest clients or groups
Value	42,4		41,9		40,3		25,3
% of revenue	22,9	%	23,0	%	22,5	%	16,9	%

* excluding Emos and GL Overseas Inc

Analysis of revenue by client (2005 breakdown)

	Year ended December 31,
€ ‘000s	2005		2005**		2004*
20 largest clients or groups
Value	76,9		59,5		58,9
% of revenue	42,9	%	40,6	%	39,2	%
10 largest clients or groups
Value	58,5		44,3		41,1
% of revenue	32,6	%	30,2	%	27,4	%
5 largest clients or groups
Value	40,3		28,3		25,3
% of revenue	22,5	%	19,3	%	16,9	%

F-85

* excluding UBITRADE

** excluding UBITRADE and OASIS

Analysis of revenue by Business Line

€ ‘000s		2007	2006	2007/2006		Like-for-like		2005
BL Trading Solution and Client Connectivity		144,360	137,572	5	%	3	%	138,596
	France	27,471	28,054	(2	)%	(2	)%
	UK	29,359	24,475	20	%	2	%
	Emea	45,430	45,541	(0	)%	0	%
	Asia	25,504	23,379	9	%	18	%
	USA	16,596	16,123	3	%	4	%
BL Post Trade Derivatives		27,499	20,629	33	%	35	%	13,914
	France	8,284	7,838	6	%	5	%
	UK	7,634	4,811	59	%	53	%
	Emea	2,925	2,298	27	%	27	%
	Asia	2,225	1,205	85	%	91	%
	USA	6,431	4,477	44	%	57	%
BL Capital Markets Solutions		16,489	7,823	111	%	(11	)%	4,440
	France	4,214	4,551	(7	)%	(7	)%
	UK	535	—	n/a		n/a
	Emea	56	—	n/a		n/a
	Asia	3,314	—	n/a		n/a
	USA(1)	8,370	3,272	156	%	(17	)%
BL Post Trade Securities		7,749	6,599	17	%	17	%	7,420
	France	—	—	n/a		n/a
	UK	7,224	6,491	11	%	12	%
	Emea	479	108	344	%	344	%
	Asia	46	—	n/a		n/a
	USA	—	—	n/a		n/a
BL Information Services		6,850	n/a	n/a		—
	France	130	n/a	n/a		n/a
	UK	543	n/a	n/a		n/a
	Emea	6,177	n/a	n/a		n/a
	Asia	—	n/a	n/a		n/a
	USA	—	n/a	n/a		n/a
DECISION SOFTWARE (consolidation in progress)		305	n/a	n/a		n/a		—
	France	—	n/a	n/a		n/a
	UK	—	n/a	n/a		n/a
	Emea	—	n/a	n/a		n/a
	Asia	—	n/a	n/a		n/a
	USA	305	n/a	n/a		n/a
BL FERMAT		—	12,215	n/a		n/a		14,858
Total		203,252	184,834	10	%	n/a		179,228

(1) GL Settle US and FNX Ltd

Concerning long term contracts including a significant part of specific developments or integrations, GL Trade applies IAS 11 and recognizes the revenue based upon the percentage of completion method.

F-86

Note 5 - Personnel costs

Analysis of personnel costs by type

€ ‘000s	Year ended 12/31/07	Year ended 12/31/06	Year ended 12/31/05
Fixed remuneration	67,624	55,852	53,399
Variable remuneration	14,129	12,338	11,779
Social charges	21,412	20,098	20,464
Total	103,165	88,288	85,642

Personnel costs amounted to €103 million, the largest cost item for the Group, accounting for 50.7% of revenue compared to 50.5% in 2006, excluding discontinued operations (FERMAT distribution, mainly outsourced).

Since December 2006, the number of employees has increased by 253 persons, with 151 employees from the FNX Group (essentially in the US with 87 employees, and in Serbia with 56 employees), 41 employees from the INFOTEC Group (mainly in Switzerland) and 14 employees from DECISION SOFTWARE Inc. in the US.

At a constant scope of consolidation, the number would have risen by 47 persons (4.1%, which is less than the organic growth rate). Teams were reinforced in Tunisia, our main growth center in Europe after Paris (115 employees at end December), as well as Singapore (19 employees) to handle the implementation of a large client contract. In its other locations, the Group has continued its resource rationalization efforts in line with trends in revenue.

At 31 December 2007, GL TRADE Group had 1,408 salaried employees in all its subsidiaries.

Valuation of share-based payments

The Group applies IFRS 2 to stock option plans granted after 7 November 2002. This standard requires that the company recognize personnel costs corresponding to the fair value of services received over the vesting period. Personnel costs therefore include the fair value of stock options awarded to the Group’s employees on 13 August 2007. In 2006 and 2005, Personnel costs include the fair value of stock options awarded to the Group’s employees on 29 November 2004. In 2005, Personnel costs also include the fair value of stock options awarded to the Group’s employees on 24 October 2003.

	12/31/2007			12/31/2006			12/31/2005
	Options	Weighted average exercise price		Options	Weighted average exercise price		Options	Weighted average exercise price
Options in issue at 1 January	267,585	€	31.85	304,665	€	30.01	353,501	€	27.98
Attributed during the period	160,000	€	37.59
Exercised during the period	9,040	€	33.97	23,780	€	16.39	46,166	€	14.61
Forfeited during the period	10,400	€	38.36	13,300	€	17.45	2,670	€	26.89
Options in issue at 31 December	408,145	€	33.89	267,585	€	31.85	304,665	€	30.01
Exercisable options at 31 December	248,145	€	31.50	262,585	€	31.94	164,125	€	32.68

F-87

On the date on which options were awarded, the fair value of each option and the evaluation assumptions used were as follows:

	Plan of 08/13/07			Plan of 11/29/04			Plan of 10/24/03
Pricing model		Black Scholes Model			Black Scholes Model			Black Scholes Model
Exercise price	€	37.59		€	27.17		€	26.89
Share price on allocation	€	38.10		€	31.94		€	27.75
Risk-free annual interest rate		5	%		2	%		2	%
Share price volatility		18	%		10	%		10	%
Employee turnover rate		2	%		3	%		3	%
Rights acquisition period		2 to 3 years			2 years			2 years
Maturity date		7 years			7 years			7 years
Fair value of option	€	4.95		€	8.79		€	5.44
Cost corresponding to the fair value to be recorded in the income statement	€	792,000		€	65,925		€	759,648

The expense is spread over three years corresponding to the vesting period. Acquisition is subject to a presence obligation.

In 2007, 160,000 stock options were awarded, and the corresponding compensation expense booked for this stock option plan amounts to €126,000.

Previous share option plans generated no personnel costs for 2007, as the vesting period for previous share option plans has ended.

Note 6 - other operating costs

Other external costs were as follows:

€ ‘000s	Year ended 12/31/2007	Year ended 12/31/2006	Change 2007/2006		Year ended 12/31/2005
Telecommunication costs	6,238	5,470	14	%	5,649
Hosting costs GL NET and ASP sites	3,291	2,795	18	%	2,784
Acquisition of financial market information	11,813	7,586	56	%	6,787
Outsourcing and distribution fees to SIA	2,557	4,469	(43	)%	5,474
Distribution fees to FERMAT		3,267	(100	)%	3,704
Outsourced consulting	400	3,590	(89	)%	4,809
Purchase of material re-billed to clients	1,375	1,898	(28	)%	586
Direct costs of sales	25,674	29,074	(12	)%	29,793
Rent and service charges	10,447	9,869	6	%	10,065
Travel and entertainment expenses	5,948	4,335	37	%	4,811
Advertising, trade fairs, promotions	2,013	1,792	12	%	1,585
Telephone	1,919	1,569	22	%	1,819
Recruitment, accounting, audit and legal fees	7,403	6,551	13	%	3,827
Temporary staff and IT outsourcing	2,909	2,203	32	%	1,314
Maintenance	727	700	4	%	684
Administrative supplies and minor items	845	787	7	%	954
Insurance	755	692	9	%	984
Taxes	2,007	2,211	(9	)%	1,928
Other costs	560	999	(44	)%	1,586
Total other costs	35,533	31,709	12	%	29,557
Total other operating costs	61,207	60,783	1	%	59,350

F-88

The reduction in direct costs resulted from 3 factors:

• lower distribution fees paid to SIA subsequent to the mid-2006 renegotiation of the distribution agreement with this Italian partner;

• the sale of the FERMAT distribution business early in 2007, which reduced to nil the distribution fees to FERMAT (€3.3 million in 2006) and decreased outsourced consulting for contracts by 90%;

• the July 2007 acquisition of INFOTEC, whose business is providing stock market data to its clients. This accounts for the sharp increase in the costs for acquisition of financial market information.

• In 2006, the reduction in direct costs of around 2% was mainly due to the reduction in distribution royalties paid to SIA, which were renegotiated by GL TRADE and SIA over the course of the year, and to the internalization of consulting fees for Fermat clients in Germany.

Leases

The Group has entered into operating lease contracts for its vehicle fleet and some office equipment. The Group has signed standard leases for its office property in compliance with local laws. These contracts were initially signed for periods ranging between 3 and 9 years, with options to renew on expiry. In general, rent levels are reviewed on an annual basis to account for market conditions.

€ ‘000s | Future aggregate minimum lease payments	12/31/2007	12/31/2006	12/31/2005
No later than 1 year	7,916	5,211	5,750
Within 1 and 5 years	14,168	8,580	10,602
Later than 5 years	3,608	2,324	3,651
Total	25,692	16,115	20,003

Some leases on GL TRADE SA’s Paris locations came up for renewal in the first half of 2007, which explains the increase in lease commitments.

The impact of acquisitions on the schedule of lease payments due at less than one year amounts to €500,000.

Note 7 - Net financial income (loss)

€ ‘000s	Year ended 12/31/2007		Year ended 12/31/2006		Change 2007/2006	Year ended 12/31/2005
Proceeds from sale of marketable securities and other income	776		935		(17)%	720
Interest received	0		0			23
Income on cash and cash equivalent (A)	776		935		(17)%	743
Interest and similar charges	(1,690	)	(639	)	165%	(393	)
Cost of gross financial debt (B)	(1,690	)	(639	)	165%	(393	)
Negative currency translation differences	(4,794	)	(2,045	)	134%	(1,077	)
Provision on equity holdings	0		0		N/A	0
Provision for financial contingencies and liabilities	0		0		N/A	0
Other	(242	)	(866	)	(72)%	(127	)
Other financial debt (C)	(5,036	)	(2,911	)	73%	(1,204	)
Positive currency translation differences	4,661		1,284		263%	1,382
Reversal of financial provisions	0		480		N/A	0
Other	0		0		N/A	0
Other financial income (D)	4,661		1,764		164%	1,382
Net financial income (loss) (A) + (B) + (C) + (D)	(1,289	)	(852	)	51%	528

F-89

The net financial income (loss) was sharply affected by the €1 million increase in financial expense relating to new loans taken by the Group to finance its acquisitions. The net financial income (loss) related to currency translation differences amounted to a negative €0.1 million (versus a negative €0.8m in 2006), and had only a slight impact on the total result.

Note 8 - Income tax

Tax expenses were as follows:

€ ‘000s	Year ended 12/31/07		Year ended 12/31/06		change		Year ended 12/31/05
Domestic income tax	(2,990	)	(3,054	)	(2	)%	(4,422	)
Foreign income tax	(7,626	)	(7,223	)	6	%	(4,855	)
Deferred tax	(721	)	(94	)	667	%	(742	)
Total	(11,337	)	(10,371	)	11	%	(10,019	)

Reconciliation between actual and theoretical income tax:

€ ‘000s	Year ended 12/31/2007		Year ended 12/31/2006		Year ended 12/31/2005
Consolidated net income before tax	33,326		29,924		36,606
Theoretical tax rate (underlying rate applying to parent company	34.43	%	34.43	%	34.95	%
Theoretical tax expense	11,474		10,303		12,794
Difference in foreign company tax rates	(1,566	)	(246	)	(303	)
Unused/uncapitalized tax losses for the year	754		377		36
Use of uncapitalized carried losses from previous years	0		(18	)	(515	)
Permanent differences	1,802		233		(1,342	)
Research tax credit	(101	)	(359	)	(452	)
Adjustment for deferred taxes of previous years	0		0		(199	)
Other	(1,026	)	81		0
Actual income tax	11,337		10,371		10,019
Effective tax rate	34.02	%	34.66	%	27.37	%

“Other” mainly refers to the difference in tax rates on income from discontinued businesses, totaling €985,000.

Income tax was adjusted for the capital loss on the sale of the FERMAT operations. The €48,000 impact is taken into account by the disposed activities. Presentation of this capital loss as a value net of tax diminishes the Group’s consolidated net income before tax, giving rise to a permanent difference of €985,000 to offset the presentation impact. The other permanent differences derive from consolidation treatment, spread over all of the Group’s subsidiaries.

“Difference in foreign company tax rates” refers to the differences between tax rates of individual foreign companies and the theoretical tax rate of the parent company. The Group’s Tunisian subsidiaries are corporate tax exempt, representing a theoretical tax charge of €1,115,000.

Note 9 - Net income from discontinued operations

The €1,834,000 figure corresponds to the net profit from the sale of UBITRADE Gmbh, the company in which the Group’s FERMAT business was lodged at 1 January 2007.

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Note 10 - Property and equipment

Balance sheet details

€ ‘000s	12/31/2004		Increase		Decrease		Effect of currency translation		12/31/2005
Land and buildings	35		0		(35	)	0		0
Investment property	350		0		(350	)	0		0
Computer Equipment & Leasehold Improvements	28,308		3,170		(6,819	)	529		25,188
Gross total	28,693		3,170		(7,204	)	529		25,188
Land and buildings	0		0		0		0		0
Investment property	0		0		0		0		0
Computer Equipment & Leasehold Improvements	(21,697	)	(3,698	)	6,372		(375	)	(19,398	)
Total depreciation	(21,697	)	(3,698	)	6,372		(375	)	(19,398	)
Net total	6,996		(528	)	(832	)	154		5,790
€ ‘000s	12/31/2005		Increase		Decrease		Effect of currency translation		12/31/2006
Land and buildings	0		0		0		0		0
Investment property	0		0		0		0		0
Computer Equipment & Leasehold Improvements	25,188		4,507		(2,348	)	(514	)	26,833
Prepayments on property and equipment	0		30		0		0		30
Gross total	25,188		4,537		(2,348	)	(514	)	26,863
Land and buildings	0		0		0		0		0
Investment property	0		0		0		0		0
Computer Equipment & Leasehold Improvements	(19,398	)	(3,851	)	2,256		376		(20,617	)
Total depreciation	(19,398	)	(3,851	)	2,256		376		(20,617	)
Net total	5,790		686		(92	)	(138	)	6,247
€ ‘000s	12/31/2006		Increase		Decrease		Effect of currency translation		12/31/2007
Land and buildings	0		0		0		0		0
Investment property	0		0		0		0		0
Computer Equipment & Leasehold Improvements	26,833		10,699		(3,015	)	(1,215	)	33,302
Prepayments on property and equipment	30		79		(30	)	(5	)	73
Gross total	26,863		10,777		(3,045	)	(1,220	)	33,375
Land and buildings	0		0		0		0		0
Investment property	0		0		0		0		0
Computer Equipment & Leasehold Improvements	(20,617	)	(9,800	)	2,840		971		(26,605	)
Total depreciation	(20,617	)	(9,800	)	2,840		971		(26,605	)
Net total	6,247		977		(204	)	(249	)	6,771

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The increase in “Computer Equipment & Leasehold Improvements” in 2007 is due to the renewal of the Group’s systems hardware. The impact of acquired entities in the scope of consolidation on property and equipment fixed assets accounts for €600,000 net of depreciation.

The Group did not recognize any provision for impairment for years ended 2007, 2006, and 2005.

Note 11 - Goodwill

€ ‘000s | Company	12/31/2004	Acquisition	Price supplement		Put option	Goodwill allocation		Deferred tax		Decrease		Business held for sale	Effect of currency translation		12/31/2005
GL TRADE Ltd (FL Software/FL WW business)	3,417												44		3,461
GL TRADE Americas Inc.	10,101		544			(230	)	(349	)				1,301		11,367
GL MULTIMEDI@ SA	1,075														1,075
GL TRADE BV	2,432														2,432
GL TRADE JAPAN KK	4,306														4,306
GLESIA	320		5,982												6,302
4D TRADING	28														28
GL SETTLE Ltd ex MSTS UK	7,578														7,578
GL TRADE SYSTEMS Ltd HK	8,285														8,285
UBITRADE SA	22,612		3,722			(4,409	)	(3,187	)						18,738
GL Settle Inc (ex Oasis)		3,091											43		3,134
Total	60,154	3,091	10,248			(4,639	)	(3,536	)				1,388		66,706
€ ‘000s | Company	12/31/2005	Acquisition	Price supplement		Put option	Goodwill allocation		Deferred tax		Decrease		Business held for sale	Effect of currency translation		12/31/2006
GL TRADE Ltd	3,461												73		3,534
GL TRADE Americas Inc.	11,367	419											(1,045	)	10,741
GL MULTIMEDI@ SA	1,075														1,075
GL TRADE BV	2,432		200												2,632
GL TRADE JAPAN KK	4,306														4,306
GLESIA	6,302				1,622										7,924
4D TRADING	28									(28	)				0
GL SETTLE Ltd	7,578														7,578
GL TRADE SYSTEMS Ltd HK	8,285														8,285
UBITRADE SA	18,738		(472	)		(432	)					472			18,305
GL SETTLE Inc.	3,134					(399	)	138					(306	)	2,566
EMOS SYSTEMS SAS	0	4,510				(104	)								4,406
GL TRADE OVERSEAS Inc	0	8,168											(219	)	7,949
Total	66,706	13,097	(272	)	1,622	(935	)	138		(28	)	472	(1,497	)	79,301

F-92

€ ‘000s | Company	12/31/2006	Acquisition	Price supplement		Put option	Goodwill allocation		Deferred tax	Decrease	Business held for sale	Effect of currency translation		12/31/2007
GL TRADE Ltd	3,534										(307	)	3,227
GL TRADE Americas Inc.	10,741	55									(962	)	9,834
GL MULTIMEDI@ SA	1,075												1,075
GL TRADE BV	2,632												2,632
GL TRADE JAPAN KK	4,306												4,306
GLESIA	7,924				1,540								9,464
4D TRADING	0												0
GL SETTLE Ltd	7,578												7,578
GL TRADE SYSTEMS Ltd HK	8,285												8,285
UBITRADE SA	18,305		(22	)									18,283
GL SETTLE Inc.	2,566										(264	)	2,302
Emos SYSTEMS SAS	4,406					(367	)	126					4,165
GL TRADE OVERSEAS Inc	7,949		1,019								(908	)	8,060
FNX CORPORATION Ltd	0	27,197	1,734								(2,977	)	25,954
INFOTEC SA	0	15,532			2,571						(62	)	18,041
DECISION SOFTWARE Inc.	0	6,717	1,298								(38	)	7,977
Total	79,301	49,501	4,029		4,111	(367	)	126	0	0	(5,518	)	131,183

EMOS SAS

Changes in 2007

The GL TRADE Group, within the 12-month time limit allowed by IFRS 3, attributed the initially recognized goodwill to identifiable intangible assets, valuing the Client List as such at fair value. The excess earnings method was used to value this intangible asset at €367,000. This increase in total intangible assets results in a €241,000 decrease in goodwill (net of deferred tax).

Changes in 2006

The acquisition of Emos SAS in July 2006 gave rise to goodwill of €4,406,000.

GLESIA

Changes in 2007

The Group revised its valuation assumptions for the financial debt recorded in 2006, in accordance with IAS 32, in connection with the conditional purchase of SIA’s GLESIA shares by GL TRADE. In 2007, the difference was recorded as an increase in goodwill and in non-current financial liabilities, in the amount of €1,540,000.

Changes in 2006

The undertaking by GL TRADE SA to acquire shares in GLESIA held by SIA under certain conditions was renegotiated during 2006. The Group reviewed the assumptions used in valuing the financial debt recorded in 2005, in accordance with IAS 32, and recorded the difference in value as an increase in goodwill and a corresponding increase in non-current financial liabilities. This resulted in a €1,622,000 addition to goodwill.

Changes in 2005

The shareholders’ agreement between GL TRADE SA and SIA (minority shareholder in GLESIA, with a 49% stake) creates for GL TRADE SA an undertaking to buy the shares held by the minority shareholder under certain circumstances. The Group has accounted for this undertaking in accordance with IAS 32. It is recorded as

F-93

a financial liability at the discounted present value of the purchase price, which is offset by a reduction in minority interests and, for the balance, an increase of €4,402,000 in goodwill. Subsequent changes in the value of this undertaking are recorded by adjustments to goodwill (excluding discounting effects).

The shareholders’ agreement also allowed for a preferred dividend to be paid to SIA in additional compensation for SIA’s partial contribution of assets to GLESIA. The €950,000 dividend paid in 2005 in relation to 2004 earnings was recorded as goodwill. The preferred dividend on 2005 earnings, paid in 2006, was recorded as goodwill, for an estimated value of €630,000 at 31 December 2005.

In addition, the other dividends paid in relation 2004 and 2005 earnings (€283,000), representing the balance between total dividends and preferred dividends, were also considered as being part of goodwill. The Group believes that the formula for valuing the exercise price for the buy-out option of minority interests represents the fair value of the portion of shareholders’ equity acquired.

Lastly, the Group did not allocate the goodwill arising from this transaction, as separately identifiable assets were not identified.

At 31 December 2005, the discounted value of the obligation was €4,893,000, the share of minority interests that would be acquired was €775,000 and the additional goodwill was €5,982,000, including dividends related to 2004 and 2005 earnings.

GL TRADE OVERSEAS Inc.

Changes in 2007

The purchase price was reduced by US$1,318,000 over the period subsequent to the final calculation of the company’s Working Capital Requirement upon the date of acquisition, which was taken into account at acquisition as part of the purchase price.

At 31 December 2007, the Group estimated that an additional US$2,714,000 should be paid to the former shareholders of NYFIX OVERSEAS Inc. This figure was based on probable assumptions of revenue at 31 December 2007.

Changes in 2006

The acquisition of all shares in NYFIX OVERSEAS Inc (GL Overseas Inc) resulted in the recording of €8,168,000 of goodwill.

GL TRADE Americas Inc.

Changes in 2007

The final purchase price for buying back the 2.5% stake from the minority shareholder in GL TRADE Americas Inc. amounts to US$868,000 and was paid in January 2007. The liability recorded at 31 December 2006 amounted to US$793,000; the difference has been booked to goodwill.

Changes in 2006

In August 2006, GL TRADE Holdings Inc acquired from Mr Gérard Varjacques his 5% holding in GL TRADE Americas Inc. The first tranche, representing 2.5% of the capital, was paid for in cash, with the second half being paid for by an exchange of GL TRADE Americas Inc shares for GL TRADE SA shares.

During 2006, changes to the underlying assumptions used in valuing the shares acquired by GL TRADE under its undertaking resulted in an adjustment to goodwill of €419,000. The liability related to the 2.5% of the shares that had not been acquired at 31 December 2006 is recorded as other current liabilities.

F-94

Changes in 2005

An agreement between GL TRADE SA and Mr Gérard Varjacques, director of GL TRADE Americas Inc who owns 5% of its shares, creates for GL TRADE SA an undertaking to acquire the shares held by Mr Varjacques under certain conditions. GL TRADE has accounted for this undertaking in accordance with IAS 32. It is recorded as a financial debt, counterbalanced by an increase in goodwill of €544,000 and a reduction in minority interests of €491,000 at 31 December 2005.

DAVIDGE Inc was acquired in November 2004 and merged with GL TRADE Americas Inc in January 2005. Within the 12-month allocation period allowed under IFRS 3, the GL TRADE Group allocated the goodwill initially recorded for this acquisition to identifiable assets, placing a fair value on the “client portfolio” and “technology” assets. The Group used the excess earnings method in valuing these intangible assets at €353,000. This allocation to intangible assets was offset by a €230,000 reduction to goodwill on the acquisition net of deferred tax. In addition, DAVIDGE’s loss carried forward was capitalized to offset the goodwill arising on the merger of DAVIDGE and GL TRADE Americas Inc, for a value of €349,000, reducing goodwill by the same amount.

FNX Group

The acquisition of all the shares in FNX Ltd Business Corporation on 1 March 2007 led to the recognition of goodwill for US $35,917,000.

The Group is currently carrying out additional analysis to ensure that there are no other identifiable assets separable from goodwill. As a result of this work, the values identified at 31 December 2007 could be adjusted within the twelve-month period from the date of acquisition allowed under IFRS 3.

The acquisition agreement provides for payment of a price supplement based on revenue and backlog assumptions. The Group recorded a price supplement of US$2,290,000 to goodwill.

In accordance with IFRS 3, the non-current debt recorded for the price supplement was discounted.

INFOTEC Group

The acquisition of a 90% stake in INFOTEC SA on 6 July 2007 gave rise to a goodwill entry of CHF25,613,000. INFOTEC SA was absorbed by GL TRADE Schweiz AG in a merger transaction at net book value. The restructuring has no impact on the initial valuation of the goodwill.

The Group is currently carrying out additional analysis to ensure that there are no other identifiable assets separable from goodwill. As a result of this work, the values identified at 31 December 2007 could be adjusted within the twelve-month period from the date of acquisition allowed under IFRS 3.

The conditional commitment of GL TRADE SA to purchase the rest of the INFOTEC SA shares from minority shareholders was recorded as financial debt at the balance sheet date, in accordance with IAS 32. The difference in value was recognized as an increase to goodwill and in non-current financial debt, at a discounted present value of CHF4,239,000.

DECISION SOFTWARE Inc.

The acquisition of all the shares in DECISION SOFTWARE Inc. on 16 November 2007 gave rise to goodwill of US$9,841,000.

The Group is currently carrying out additional analysis to ensure that there are no other identifiable assets separable from goodwill. As a result of this work, the values identified at 31 December 2007 could be adjusted within the twelve-month period from the date of acquisition allowed under IFRS 3.

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The acquisition agreement calls for a price supplement based on 2008 revenue assumptions. At present, the Group has recorded a price supplement of US$1,902,000.

In accordance with IFRS 3, the non-current debt entered for the price supplement has been discounted.

Ubitrade

Changes in 2006

The final valuation of the price supplement determined in April 2006 was due to former shareholders of Ubitrade SA at that time, and was below the amount estimated at 31 December 2005. The difference between the two figures was €472,000. This was recorded as a reduction in goodwill on Ubitrade in June 2006, and then reclassified as an asset classified as held for sale at 31 December 2006, given that it related to an adjustment of the price of the Fermat business.

Changes in 2005

The €3,722,000 increase in goodwill on the UBITRADE SA acquisition relates to the provision made for a price supplement payable under the acquisition contract and based on the performance of Fermat.

In accordance with IFRS 3, GL TRADE has allocated part of the goodwill to identifiable assets. The assets identified are as follows:

The price supplement values the client portfolio of the Fermat distribution business, and this constitutes an identifiable asset under the criteria of IAS 38. This asset is recorded as an intangible asset, set against a reduction in goodwill, for its value, net of tax, of €2,320,000.

Within the period of allocation of twelve months allowed under IFRS 3, the GL TRADE Group allocated the goodwill initially recorded to identifiable assets, valuing the “client portfolio” and “technology” assets at their fair value. The Group used the excess earnings method to value these intangible assets at €3,211,000. This increase in intangible assets was counterbalanced by a €2,089,000 reduction in goodwill (net of deferred tax).

The amount of goodwill on the UBITRADE acquisition was affected by €3,198,000 of tax loss carry-forwards of certain subsidiaries dating from before the acquisition. In order to offset the effect of these gains on profits, goodwill was reduced by the same amount.

GL TRADE BV

The acquisition price for Robijn Groep, acquired in 2004, has been adjusted due to the meeting of targets defined in the price adjustment clause of the purchase contract. An additional €200,000 was paid to former shareholders.

GL SETTLE Inc.

The acquisition of GL SETTLE Inc (ex OASIS) in July 2005 gave rise to goodwill of €3 million. Within the period for determination of goodwill of 12 months from the date of acquisition, as allowed under IFRS 3, GL TRADE allocated part of goodwill to identifiable assets, valuing the client list asset at fair value. The Group valued this intangible asset at €399,000. This increase in intangible assets was counterbalanced by a €261,000 reduction in goodwill (net of deferred tax). The maximum price supplement payable on this acquisition is US$3 million. Currently, no price supplement has been recorded as the likelihood that the triggering conditions will be met has not been demonstrated.

F-96

Impairment tests

In accordance with IAS 36, the GL TRADE Group has carried out tests for impairment of value on all goodwill recorded on the balance sheet at 31 December 2007, 2006 and 2005. The Group has allocated each goodwill element to a Cash-Generating Unit, and has performed tests to ensure that the recoverable value of each Cash-Generating Unit is greater than its book value.

To perform this test at 31 December 2007, GL TRADE has used the discounted future cash flow method over a five-year period, based on the budget for 2008 and the business plan forecasts for the remaining four years.

The before tax discount rates used were 17.3%, 13.05% and 13.27% at 31 December 2007, 2006 and 2005, respectively.

The terminal value assumes perpetual growth in revenue of 2.5%.

With respect to the tests at 31 December 2006, GL TRADE has used the discounted future cash flow method over a five-year period, based on the budget for 2007 and the business plan forecasts at 31 December 2006 for the remaining four years.

With respect to the tests at 31 December 2005, GL TRADE used a discounted cash flow model, based on the 2006 budget and the forecasts of the three-year business plan at 31 December 2005.

The impairment tests carried out at 31 December 2007, 2006 and 2005 did not result in any charge for impairment of goodwill. Sensitivity tests, in which key assumptions of the valuation are changed, were carried out by the Group. These tests did not call the recoverable values of the Cash Generating Units into question.

Allocation of goodwill to Cash-Generating Units in 2007

€ ‘000s	Trading Solutions	Post Trade Derivatives	Capital Markets Solutions	Post Trade Securities	Information Services	Other unallocated CGU	Total
GL TRADE Ltd		3,227					3,227
GL TRADE Americas Inc.	9,834						9,834
GL MULTIMEDI@ SA	1,075						1,075
GL TRADE BV	2,632						2,632
GL TRADE JAPAN KK	4,306						4,306
GLESIA	9,464						9,464
GL SETTLE Ltd	2,173			5,405			7,578
GL TRADE SYSTEMS Ltd HK	8,285						8,285
UBITRADE SA		13,750	4,533				18,283
GL SETTLE Inc.			2,302				2,302
EMOS SYSTEMS SAS		4,165					4,165
GL TRADE OVERSEAS Inc.	8,060						8,060
FNX CORPORATION Ltd			25,954				25,954
INFOTEC SA					18,041		18,041
DECISION SOFTWARE Inc.						7,977	7,977
Total	45,829	21,142	32,789	5,405	18,041	7,977	131,183

F-97

Allocation of goodwill to Cash-Generating Units in 2006

€ ‘000s	Trading Solutions	Post Trade Derivatives	Capital Markets Solutions	Post Trade Securities	Total
GL TRADE Ltd		3,534			3,534
GL TRADE Americas Inc.	10,741				10,741
GL MULTIMEDI@ SA	1,075				1,075
GL TRADE BV	2,632				2,632
GL TRADE JAPAN KK	4,306				4,306
GLESIA	7,924				7,924
GL SETTLE Ltd	2,173		5,405		7,578
GL TRADE SYSTEMS Ltd HK	8,285				8,285
UBITRADE		13,767		4,538	18,305
GL SETTLE Inc.			2,566		2,566
EMOS		4,406			4,406
GL Overseas	7,949				7,949
Total	45,085	21,707	7,971	4,538	79,301

Allocation of goodwill to Cash-Generating Units in 2005

€ ‘000s	Trading Solutions	Post Trade Derivatives	Capital Markets Solutions	Post Trade Securities	Total
GL TRADE Ltd		3,461			3,461
GL TRADE Americas Inc.	11,367				11,367
GL MULTIMEDI@ SA	1,074				1,074
GL TRADE BV	2,432				2,432
GL TRADE JAPAN KK	4,306				4,306
GLESIA	6,302				6,302
4D Trading	28				28
GL SETTLE Ltd	2,173		5,405		7,578
GL TRADE SYSTEMS Ltd HK	8,285				8,285
UBITRADE		14,054		4,685	18,739
GL SETTLE Inc (Oasis)			3,134		3,134
Total	35,967	17,515	8,539	4,685	66,706

Note 12 - Other intangible assets

Changes in 2005

€ ‘000s	12/31/2004		Increase		Decrease		Effect of currency translation		12/31/2005
Software	2,347		359		(781	)	24		1,949
Software sold	4,792		0		(4,645	)	0		147
Other intangible assets	0		7,129		0		0		7,129
Prepayments on intangible assets	0		258		0		0		258
Gross total	7,139		7,746		(5,426	)	24		9,483
Software	(1,831	)	(485	)	771		(11	)	(1,556	)
Software sold	(4,789	)	0		4,642		0		(147	)
Other intangible assets	0		(3,350	)	0		0		(3,350	)
Prepayments on intangible assets	0		(113	)	0		0		(113	)
Total amortization	(6,620	)	(3,948	)	5,413		(11	)	(5,166	)
Net total	519		3,798		(13	)	13		4,317

F-98

Software sold

In 2005 software sold includes a €4.3m reduction corresponding to the exclusion of the GL CLEARVISION software acquired August 1999 and now fully amortized. The version of this software that is now marketed has been entirely reworked over the last 5 years.

Other intangible assets

Other intangible assets consist of assets identified during additional analysis of the goodwill elements of the UBITRADE and DAVIDGE acquisitions.

For UBITRADE and DAVIDGE, the Group has placed a value of €3 million on “Technology” intangible assets of the two acquired companies, to be amortized over five years using the accelerated method (rate of future economic benefits), and of €540,000 for “Client portfolio” assets amortized over five years, which is the average renewal period of client contracts.

The charge to amortization for 2005 on technology and client portfolio assets was €1,450,000.

Lastly, €3,565,000 corresponds to the price supplement payable in 2006 by GL TRADE to former UBITRADE SA shareholders. This represents a client portfolio asset amortized over three years on the accelerated method (reflecting the rate of future economic benefits), the period for which the GL TRADE Group enjoys exclusive distribution rights on Fermat products. An amortization charge of €1.9 million was booked against this asset in 2005.

Changes in 2006

€ ‘000s	12/31/2005		Increase		Decrease		Effect of currency translation		12/31/2006
Software	1,949		454		(196	)	(6	)	2,201
Software sold	147		0		0		0		147
Other intangible assets	7,129		399		(3,572	)	(43	)	3,913
Intangible assets in progress	0		1,065		0		0		1,065
Prepayments on intangible assets	258		87		(113	)	2		234
Gross total	9,483		2,005		(3,881	)	(47	)	7,560
Software	(1,556	)	(467	)	196		(1	)	(1,828	)
Software sold	(147	)	0		0		0		(147	)
Other intangible assets	(3,350	)	(2,095	)	3,000		14		(2,431	)
Prepayments on intangible assets	(113	)	0		113		0		0
Total amortization	(5,166	)	(2,562	)	3,309		13		(4,406	)
Net total	4,317		(557	)	(572	)	(34	)	3,154

Other intangible assets

For 2006 the increase of €399,000 over the year mainly represents the identification of the GL Settle Inc’s client list as a separate asset for €397,000. This asset will be amortized over 10 years. Amortization for 2006 was €95,000.

Amortization of other intangible assets resulting from the allocation of goodwill made in 2005 was €2,000,000 (including €1,100,000 for the Fermat distribution business).

Of the €3,572,000 reduction in this item, €3,565,000 related to the reclassification of Fermat assets classified as held for sale. The associated amortization was also reclassified, resulting in a €3,000,000 reduction.

F-99

Intangible assets in progress

Expenditures capitalized totaled €1,065,000. At 31 December 2006, with all projects under finalization, no amortization expense was recorded.

Changes in 2007

€ ‘000s	12/31/2006		Increase		Decrease		Effect of currency translation		12/31/2007
Software	2,201		2,725		(1,301	)	(177	)	3,448
Software sold	147		0		0		0		147
Other intangible assets	3,913		381		0		(77	)	4,217
Intangible assets in progress	1,065		2,012		(373	)	(38	)	2,666
Projects in development	0		373		0		(11	)	362
Prepayments on intangible assets	234		370		0		0		604
Gross total	7,560		5,861		(1,674	)	(303	)	11,444
Software	(1,828	)	(2,722	)	1,218		135		(3,197	)
Software sold	(147	)	0		0		0		(147	)
Other intangible assets	(2,431	)	(769	)	0		48		(3,152	)
Intangible assets in progress	0		(59	)	0		1		(58	)
Prepayments on intangible assets	0		0		0		0		0
Total amortization	(4,406	)	(3,550	)	1,218		184		(6,554	)
Net total	3,154		2,311		(456	)	(119	)	4,890

The heading “Other intangible assets” consists of identified assets resulting from the additional analysis of goodwill from acquired companies. The €373,000 increase for the year corresponds to the identification of the client lists of companies in the EMOS Group. These assets will be amortized over six years. The amortization expense for 2007 amounted €160,000.

For 2007, amortization of other intangible assets resulting from the allocation of goodwill made in 2005 and 2006 amounted to €609,000. Such amortization concerns Client Lists and technologies on previously acquired companies, for which goodwill was allocated.

In accordance with IAS 38, the Group capitalized development expenditure on projects which met the six criteria set out in this standard. The expenditure capitalized totalled €2,012,000.

Over 2007, five projects were completed and put into production for €373,000. The related amortization amounted to €59,000.

At 31 December 2007, the Group booked €577,000 to prepayments intangible assets for the SAP project. It will go into production and be amortized over a five-year period starting from 1 January 2008.

F-100

Note 13 - Non-current financial assets

€ ‘000s	12/31/2004		Increase	Decrease		Effect of currency translation	12/31/2005
Investment	200		0	(1	)	0	199
Receivables from related parties	280		0	0		0	280
Loans	30		45	(68	)	0	7
Deposits and guarantees paid	1,835		603	(315	)	21	2,144
Other receivables	577		0	(577	)	0	0
Gross total	2,922		648	(961	)	21	2,630
Provisions for impairments of receivables	(280	)	0	0		0	(280	)
Provisions on investments	(200	)	0	0		0	(200	)
Total provisions	(480	)	0	0		0	(480	)
Net total	2,442		648	(961	)	21	2,150

€ ‘000s	12/31/2005		Increase	Decrease		Effect of currency translation		12/31/2006
Investment	199		0	(199	)	0		0
Receivables from related parties	280		0	(280	)	0		0
Loans	7		4	(2	)	0		9
Deposits and guarantees paid	2,144		428	(162	)	(61	)	2,349
Other receivables	0		168	0		0		168
Gross total	2,630		600	(643	)	(61	)	2,526
Provisions for impairments of receivables	(280	)	0	280		0		0
Provisions on investments	(200	)	0	200		0		0
Total provisions	(480	)	0	480		0		0
Net total	2,150		600	(163	)	(61	)	2,526

€ ‘000s	12/31/2006	Increase	Decrease		Effect of currency translation		12/31/2007
Investment	0	0	0		0		0
Receivables from related parties	0	0	0		0		0
Loans	9	1	(5	)	0		5
Deposits and guarantees paid	2,349	796	(206	)	(100	)	2,839
Other receivables	168	205	(178	)	0		195
Gross total	2,526	1,002	(389	)	(100	)	3,039
Provisions for impairments of receivables	0	0	0		0		0
Provisions on investments	0	0	0		0		0
Total provisions	0	0	0		0		0
Net total	2,526	1,002	(389	)	(100	)	3,039

Deposits and guaranties were made on leases entered into for offices rented by each company in the Group.

“Other receivables” are mainly comprised of the rates hedging contracts entered into in 2007 with Société Générale and Crédit Lyonnais, amounting to €141,000.

F-101

Note 14 - Deferred tax assets

€ ‘000s	12/31/2007	12/31/2006		12/31/2005
Property and equipment	92	104		142
Losses carried forward	102	350		374
Financial assets	0	0		0
Employee benefits	449	499		496
Provisions	63	(11	)	(32	)
Working capital items	903	612		531
Total	1,609	1,553		1,511

The deferred tax asset related to employee benefits is comprised of the taxes on employee profit sharing plans and bonuses paid to salaried staff working in the Group’s French subsidiaries.

Deferred tax credits on working capital items mainly concern prepaid income and provisions for personnel costs in foreign subsidiaries.

Note 15 - Trade and other receivables

Trade receivables

€ ‘000s	12/31/2007		12/31/2006		Change		12/31/2005
Trade receivables	54,460		47,519		15	%	68,945
Provisions for impairment on trade receivables	(411	)	(340	)	21	%	(606	)
Net	54,049		47,179		15	%	68,339

The Group pays particular attention to collecting its trade receivables. The changes in this item at 31 December 2007 essentially reflect the early invoicing made as of December for the following period’s recurring revenue. The amount of trade receivables should also be seen in the perspective of the amount of deferred income.

The provisions for impairment of trade receivables at 31 December 2007, related to commercial claims or client deficiencies, remains below 1%. The acquisitions of FNX Group and INFOTEC had a negative impact on this provision of €89,000.

Other receivables

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Prepayments	1,785	2,082	(14	)%	1,074
Tax receivables	3,258	5,075	(36	)%	2,469
Other receivables	776	596	30	%	797
Accrued expense	2,821	1,805	56	%	3,066
Total other receivables	8,640	9,558	(10	)%	7,406

Note 16 - Current financial assets

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Deposits & guarantees	438	1,139	(62	)%	1,102
Total	438	1,139	(62	)%	1,102

F-102

At 31 December 2007, deposits & guarantees are deposits and guaranties made to third parties with a maturity of less than one year.

At 31 December 2006, deposits & guarantees these are comprised of bonds investments with maturities of over three months.

Note 17 - Cash and cash equivalents

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Short term bank deposit	315	2,765	(89	)%	6,174
Cash	23,039	34,064	(32	)%	36,617
Total cash and cash equivalents	23,354	36,829	(37	)%	42,791

Cash is invested in marketable securities, money market mutual funds or interest-earning accounts. These financial assets are recorded at their fair value on 31 December 2007, 2006 and 2005.

Note 18 - Assets held for sale

Ubitrade GmbH (fermat business) is presented as discontinued operations in 2006 and 2005.

During 2007 GL TRADE Group sold UBITRADE GmbH for €2,886,000. The company specialized in distributing FERMAT software and was essentially a line of business itself. The net capital gain on the sale operation amounted to €1,834,000. All assets and liabilities classified as held for sale at 31 December 2006 were FERMAT’s software distribution business.

Note 19 - Earnings per share

€ ‘000s	12/31/2007		12/31/2006	12/31/2005
Net income for the year (group share)	23,740		19,456	26,540
(A) Net income available to holders of ordinary shares	23,740		19,456	26,540
Opening number of ordinary shares in issue	9,601,221		9,577,441	9,531,275
Shares issued (cancelled) during the year	9,040		23,780	46,166
Shares treasury	(4,550	)	0	0
(B) Closing number of ordinary shares	9,605,711		9,601,221	9,577,441
Effect of options to issue	46,762		37,089	49,177
(C) Potential total number of shares in issue	9,652,473		9,638,310	9,626,618
(A)/(B) Earnings per share before dilution	2.47		2.03	2.77
(A)/(C) Earnings per share after dilution	2.46		2.02	2.76

At its meeting of 10 March 2008, the Board of Directors noted the number of stock options that had been exercised prior to 31 December 2007. At this date, the company’s issued capital was €293,056 comprised of 9,610,261 fully paid up shares with a nominal value of €0.03.

Note 20 - Non-current financial liabilities

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Bank borrowings	17,700	10,123	75	%	9,000
Other borrowings	0	0	N/A		11
Financial debts from option to buy out minority interests	9,909	5,722	73	%	971
Total	27,609	15,845	74	%	9,982

F-103

A €15 million 5-year loan was contracted in June 2004 to help finance GL TRADE’s repurchase of 8% of its own shares. This is a variable rate loan based on 3-month Euribor. €1.5 million falls due in between 1 and 5 years.

A second €7 million 5-year loan was contracted out in September 2006 to help finance the acquisition of Nyfix Overseas Inc. This is a variable rate loan based on 3-month Euribor. €4.2 million falls due in between 1 and 5 years.

Two other 5-year loans of €7.5 million each were contracted out in February and March 2007 to help finance the acquisition of FNX group. They are variable- rate loans based on 3-month Euribor plus 0.2% annually and 3-month Euribor plus 0.3%. €12 million of the loans have maturities ranging between 1 and 5 years.

The GL TRADE Group has recorded as a financial debt its undertaking to buy out shares held by a minority shareholder in its Italian subsidiary GLESIA, in accordance with IAS 32 para. 23 and AG 29. The value of the debt thus recorded in 2007 is €7,322,000. This debt has been valued at the price of exercising the option, which is determined by contractually defined criteria and corresponds to the discounted fair value of the minority stake in GLESIA.

The GL TRADE Group has recorded as a financial debt its undertaking to buy out shares held by minority shareholders in the INFOTEC Group, in accordance with IAS 32 para. 23 and AG 29. The value of the debt thus recorded in 2007 is €2,587,000. This debt has been valued at the option’s exercise price, which is determined by contractually defined criteria and corresponds to the discounted fair value of the minority stake in INFOTEC.

Valuation assumptions were reviewed at 31 December 2007. Changes in the value of the engagement were accounted for by an adjustment to goodwill.

Note 21 - Deferred tax liabilities

€ ‘000s	12/31/2007	12/31/2006	12/31/2005
Intangible assets	1,419	912	1,342
Employee benefits	30	138	80
Provisions	1,092	60	44
Other	266	205	261
Total	2,807	1,315	1,727

Deferred tax liabilities on intangible assets are comprised of €1,022,000 from capitalization of R&D costs and €387,000 from the allocation of goodwill.

€708,000 of deferred tax liabilities on provisions relates to the tax impact on reversals of intra-Group provisions at INFOTEC.

F-104

Note 22 - Retirement benefits obligations

Changes in net retirement benefit liabilities were a follows:

€ ‘000s	12/31/2007		12/31/2006		12/31/2005
Opening actuarial liability	830		643		480
Opening fair value of plan assets	(780	)	(600	)	(263	)
Opening net liability	50		43		217
Cost for the year	106		76		75
Contribution for the year	0		(156	)	(330	)
Actuarial (gain)/loss	(137	)	87		81
Closing net liability	19		50		43
Charge for the year	106		76		75

Costs recognized for the year was as follows:

€ ‘000s	12/31/2007		12/31/2006		12/31/2005
Current service cost	91		71		63
Financial costs	41		29		22
Return on plan assets	(26	)	(24	)	(10	)
Charge for the year	106		76		75

At 31 December 2007, the total liability was €825,000.

The assessment of retirement benefit liabilities was carried out by an independent actuary using the projected unit credit method in accordance with IAS 19.

Each period of service gives rise to an additional unit of rights to benefits. These are allocated as a function of periods of service according to the benefits formula defined in the SYNTEC collective employment agreement.

Retirement benefit liabilities were calculated using a discount rate of 5.25%, inflation of 2%, an average increase in employee salaries of 2.5%, and a retirement age of 65 for managerial and non-managerial employees.

The Group’s French subsidiaries have each taken out an insurance policy with a well know insurance company to cover their retirement benefit liabilities.

Retirement assets are invested in a fund guaranteeing virtually all euro-denominated commitments of the collective retirement contracts managed by the insurance company. The fund is two-thirds invested in bonds, with some 17% in equities and 10% in property assets. In 2007, the gross yield on the underlying assets was 5.1%.

GL TRADE SA has applied the amended version of IAS 19. In accordance with this standard, the effects of changes in actuarial assumptions were recorded as shareholders’ equity for a total of (€137,000).

Employees of newly acquired US companies do not have a defined benefit retirement plan, so the inclusion thereof in the scope of consolidation had no impact on retirement benefit liabilities at 31 December 2007.

The Group did not subscribe to any mutual or multi-employer retirement benefit plans.

At 31 December 2006, the total liability was €830,000. Retirement benefit liabilities were calculated using a discount rate of 4.50%, inflation of 2%, an average increase in employee numbers of 2%, and a retirement age of

F-105

65 for managerial and 60 for non-managerial employees. GL TRADE SA has applied the amended version of IAS 19. In accordance with this standard, the effects of changes in actuarial assumptions were recorded as shareholders’ equity for a total of €87,000.

At 31 December 2005, the total liability was €643,000. The assessment of retirement benefit liabilities was calculated using a discount rate of 4.25%, an inflation rate of 2%, and an average rate of growth in the number of employees of 2% and a retirement age of 65 for executives and 60 for non executives. GL TRADE SA has applied the amended version of IAS 19. In accordance with this standard, the effects of changes in actuarial assumptions were recorded as shareholders’ equity for a total of €82,000.

Note 23 - Other non-current liabilities

€ ‘000s	12/31/2007	12/31/2006	Change	12/31/2005
Other non-current liabilities	2,899	0	N/A	1,378
Total	2,899	0	N/A	1,378

Other non-current liabilities in 2007

The Group recognized as other non current liabilities the debts to former shareholders of newly acquired companies. The earn-out supplement is conditional upon the realization of revenue targets and if applicable margin targets one or two years out, as defined contractually in the acquisition agreements.

The present value of discounted debt to be paid to former shareholders of FNX Group is €1,607,000 and will be due and payable in 2009.

The present value of discounted debt in connection with DECISION SOFTWARE Inc. is €1,292,000, due and payable in 2009.

The debt is revalued at each balance sheet date, and the impact of discounting to present value is recognized as financial income (loss).

Other non-current liabilities in 2005

Other non-current liabilities includes €1,230,000 relating to GL TRADE SA’s undertaking to certain employees of the UBITRADE Group to buy back share options granted prior to the acquisition, as part of the allocation program of 4 December 2003. This liability expires in December 2007.

Note 24 - Current financial liabilities

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Borrowings	18,688	6,216	201	%	3,193
Financial debt on option to buy out minority interests	0	924	100	%	4,893
Other borrowings	4,309	241	1,688	%	238
Total	22,997	7,381	212	%	8,324

Current financial liabilities in 2007

The €18,688,000 in borrowings represents payments due in less than one year for loans from CALYON, Société Générale and HSBC (see Note 20) and includes €11 million in credit lines contracted with Société Générale and HSBC in February 2007.

Other borrowings include mainly a €4,029,000 loan contracted with the parent company, EURONEXT PARIS.

F-106

Current financial liabilities in 2006

The €6,216,000 in borrowings represents payments on the CALYON loan which fall due in less than one year.

Other borrowings mainly cover deposits received on GL multimedi@ decoders.

The Group recorded as a financial liability for the year the total of preferred dividends allowed for in the shareholders’ agreement and payable to the minority shareholders of GLESIA. This liability was offset through an adjustment to goodwill.

Current financial liabilities in 2005

In 2005, €3 million of the borrowings corresponded to the CALYON loan which falls due in less than one year. Other borrowings cover mainly deposits received on GL multimedi@ decoders.

In 2005, the Group recorded as a financial debt its undertaking to buy out the shares of the minority shareholder in its Italian subsidiary, GLESIA, in accordance with IAS 32. At 31 December 2005, this liability was recorded as a debt of €4,893,000. This debt has been assessed at the exercise price of the option, which is determined by criteria set out in the shareholders’ agreement, and corresponds to the fair value of the minority stake in GLESIA Any subsequent change in the value of this undertaking is recorded through an adjustment to goodwill (other than for discounting effects).

Note 25 - Derivative instruments relating to the management of interest rates risks

The risk management policy at Group consists of protecting its income against rapid and significant changes in interest rates.

For this purpose, the Group has used conditional interest rate derivatives (CAPS).

The portfolio of derivative instruments at 31 December 2007 for hedging euro-denominated debt, is broken down in the table below:

€000s	At 31 December 2007
Contract date	Beginning of hedge	End of hedge	Notional amount	Premium amount	Base rate	Period	Guarantied		Fair value at 12/31/2007	Impact on income
02/15/2007	02/15/2007	02/15/2012	15,000	88	3-month Euribor	02/15/2007 to 02/05/2012	4.25	%	116	28
07/27/2007	08/31/2007	08/29/2008	5,600	25	12-month Euribor	08/31/2007 to 08/31/2009	4.70	%	7	(7	)
					3-month Euribor	08/31/2009 to 08/31/2011	4.50	%	11
07/27/2007	09/24/2007	06/24/2009	5,250	10	3-month Euribor	09/24/2007 to 06/24/2009	4.50	%	7	(3	)

Although the Group is in the position of financially hedging against risks, it has opted not to apply hedge accounting as defined in IAS 39, but rather to recognize all derivative instruments used at fair value in the balance sheet, with changes in fair value recorded in the income statement.

F-107

Note 26 - Trade payables and other debts

Trade creditors

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Trade payables	16,808	11,096	51	%	12,002

The impact on “Trade payables” of additions of acquired entities to the scope of consolidation in 2007 amounted to €2,728,000.

Other debts

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Current tax liabilities	2,669	2,704	(1	)%	2,798
Advances and deposits received	6,086	4,443	37	%	4,187
Social security contributions	17,475	16,261	6	%	12,493
Tax debts	6,953	7,692	(10	)%	8,958
Other debts	3,770	3,596	5	%	5,192
Total	36,953	34,697	6	%	33,628

The heading “Other debts” is made up mainly of the following:

In 2007

• the price supplement for the GL TRADE OVERSEAS Inc. shares, valued at US$2,714,000 (€1,844,000) at 31 December 2007.

• the part of the price supplement due in less than one year for the shares of Decision Software valued at US$600,000 (€488,000) at 31 December 2007, which corresponds to the amount left as a guaranty deposit by former shareholders.

In 2006

• The “Other debts” caption includes the value of the undertaking by GL TRADE SA to buy back stock options held by Ubitrade employees for a total of €1,230,000. This payment fell due in December 2007.

• It also includes the sum due to the minority shareholder in GL TRADE Americas Inc, for the acquisition of his remaining 2.5% stake (€602,000). This debt was extinguished in January 2007.

In 2005

• The “Other debts” caption includes the amount of the price supplement (€3,565,000) due to former UBITRADE shareholders for the Fermat business. This debt was paid in the first half of 2006.

Note 27 - Provisions (current)

Provisions for contingencies recorded at 31 December 2007 related to employee litigations in progress at this date.

€ ‘000s	12/31/2004	Provisions	Reversals		12/31/2005
			Used	unused
Provisions	534	498	173	103	756
Total	534	498	173	103	756
€ ‘000s	12/31/2005	Provisions	Reversals		12/31/2006
			Used	unused
Provisions for contingencies	756	230	312	79	595
Total	756	230	312	79	595

F-108

€ ‘000s	12/31/2006	Provisions	Reversals		12/31/2007
Provisions for contingencies	595	379	49	289	636
Total	595	379	49	289	636

Outstanding litigations

In September 2005, US company Trading Technologies (TT) confirmed its claim against GL TRADE SA and GL TRADE Americas Inc before the Illinois Court, accusing the companies of having included in their software elements that TT claims were protected by its patents in the USA. This claim follows a dozen others claims launched against some of its competitors and clients.

To date, the plaintiff’s demands are not quantified. GL TRADE SA, created several years before TT, believes that it has substantial prior art that would be an important point in its defense. Considering this, no provision was made against this claim at 31 December 2007.

The provision made in 2007 for legal fees in connection with this dispute amounted to €1,600,000.

To the best of the Group’s knowledge, there is no other unprovisioned claim or exceptional event that could have an impact on the Group’s financial position.

Note 28 - Other current liabilities

€ ‘000s	12/31/2007	12/31/2006	Change		12/31/2005
Deferred revenue	57,967	60,821	(5	)%	80,103
Total	57,967	60,821	(5	)%	80,103

Deferred revenue arises as a result of the billing model for software contracts, which is generally paid for in advance for a 12-month period.

Note 29 - Liabilities classified as held for sale

Liabilities classified as held for sale at 31 December 2006 included solely the liabilities of Ubitrade GmbH, the sale of which was completed on 1 January 2007.

Note 30 - Reporting segment

Product type is the primary segmentation used. The Group’s historical Front Office product line was expanded by the Back Office products of GL SETTLE in 2003 and then by Ubitrade’s products in 2004. The Group has organized itself into Business Lines for the purpose of marketing its products, each of which has its own inherent profitability and specific risks.

The Group’s financial reporting system is organized in such a way as to monitor the accounts of each business line. The 2007 budget has been prepared using the same basis, and Quarterly Business Line budget reporting is performed to ensure that profitability can be monitored in each area.

This structure was introduced over the course of 2005, the year in which the businesses acquired had their most significant effect on the Group’s accounts.

Geographical segmentation is the secondary segmentation used.

The Group has created Business Units which are responsible for action plans to implement locally the Group’s global strategy. They adapt the plans to suit the potential and the technical, regulatory and cultural specificities of each market. Each has its own inherent profitability and specific risks.

F-109

In 2007, the Information Services Business Line was created subsequent to the acquisition of the INFOTEC Group.

Data for DECISION SOFTWARE, acquired late 2007, are presented separately because the company was in the process of consolidation into the Group at 31 December 2007.

Information recorded in the income statement

€ ‘000s	Trading Solutions/Client Connectivity			Post Trade Derivatives			Post Trade Securities				Capital Markets Solution
	2007	2006	2005	2007	2006	2005	2007	2006	2005		2007		2006	2005
Information recorded in the income statement
Revenue	144,360	137,573	138,596	27,499	20,623	13,914	7,749	6,601	7,420		16,489		7,822	4,440
Depreciation and amortization (excluding intangible assets from acquisitions)	3,080	3,296	3,516	420	185	289	95	256	379		392		21	95
Operating income (before amortization of intangible assets resulting from the acquisition method)	27,122	23,672	22,887	8,168	5,547	2,297	1,655	162	(91	)	1,393		1,277	912
Amortization of intangible assets resulting from the acquisition method	53	89	133	490	545	988	0	95	0		226		266	329
Operating income	27,069	23,583	22,754	7,678	5,002	1,309	1,655	67	91		(1619	)	1,011	583
Impairment	0
Share of results from equity consolidated companies	0		739	0			0				0
Information recorded on the balance sheet
Goodwill and intangible assets from acquisitions	48,396	46,222	36,509	22,105	22,731	19,079	3,782	5,713	8,600		35,754		7,790	5,162
Net property and equipment	5,370	5,198	4,857	607	573	465	233	256	307		535		220	99
Employee benefit liabilities	19	47	30	0	2	10	0	0
Other non-current assets	2,410	2,157	0	205	111		151	145			256		112
Other non-current liabilities	0		148			922					1,607			308
Assets held for sale	0			0			0	0	0		0		0	0
Liabilities held for sale	0			0			0				0
Other current assets	63,167	72,238	92,349	12,970	14,027	13,461	3,497	2,662	1,185		6,141		5,779	3,283
Other current liabilities	89,413	89,337	104,860	11,783	11,239	12,844	4,368	3,315	3,794		5,604		3,319	2,643
Information recorded on the cash flow statement
Acquisition of property and equipment and intangible assets	5,112	4,178	3,423	496	650	336	753	272	155		346		282	84
Acquisition of financial assets	1,181	463	639	82	45	62	0	7			20		11	6
Acquisition of subsidiaries	0	8,603			4,500		0		4,340		24,455

F-110

€ ‘000s	Information Services		DECISION SOFTWARE	Discontinued operations				Unallocated holding			Total
	2007		2007	2007	2006		2005	2007	2006	2005	2007	2006	2005
Information recorded in the income statement
Revenue	6,850		305		12,215		14,858	0	0	0	203,252	184,834	179,228
Depreciation and amortization (excluding intangible assets from acquisitions)	159		4		22		16				4,150	3,779	4,295
Operating income (before amortization of intangible assets resulting from the acquisition method)	(209	)	41		2,213		4,383	0	0	0	35,384	32,870	30,570
Amortization of intangible assets resulting from the acquisition method	0		0		1,100		1,900				769	2,095	3,350
Operating income	(209	)	41	0	1,113		2,483	0	0	0	34,615	30,775	27,220
Impairment											0
Share of results from equity consolidated companies											0		739
Information recorded on the balance sheet
Goodwill and intangible assets from acquisitions	18,058		7,978				1,673				136,073	82,456	71,023
Net property and equipment	25		1				62				6,771	6,247	5,790
Employee benefit liabilities	0		0	0				0			19	50	43
Other non-current assets	10		7								3,039	2,526
Other non-current liabilities			1,292	0				0			2,899	0	1,378
Assets held for sale	0		0	0	5,258			0		385	0	5,258	385
Liabilities held for sale	0		0	0	3,391			0			0	3,391
Other current assets	315		819				9,778				86,909	94,705	120,056
Other current liabilities	239		956				2,348				112,362	107,209	126,489
Information recorded on the cash flow statement
Acquisition of property and equipment and intangible assets	20		0	0	17		57	0	0	0	6,726	5,400	4,055
Acquisition of financial assets	0		0	0	0		3	0	0	0	1,283	527	710
Acquisition of subsidiaries	14,329		5,716		(472	)	3,565				44,500	12,631	7,905

Secondary segment analysis: by region

€ ‘000	France		EMEA		UK		US		Asia		FERMAT		Unallocated holding			Total
	2007	2006	2007	2006	2007	2006	2007	2006	2007	2006	2007	2006	2007	2006	2005	2007	2006
Revenue	40,099	40,443	55,067	47,943	45,295	35,777	31,702	23,872	31,089	24,584	0	12,215				203,252	184,834
Acquisition of tangible assets	1,331	1,708	758	433	277	765	853	598	910	354	0					4,129	3,860
Acquisition of intangible assets	1,889	1,271	19	64	586	204	99	0	4	1						2,598	1,540
Total assets	54,614	65,044	51,609	36,323	32,825	39,327	67,634	24,518	27,718	28,994					385	234,401	194,205

From 2006, the breakdown by geography is prepared based upon the country location of the GL TRADE subsidiaries which sold software to the client. However, until 2005, the breakdown by geography was prepared based upon the country/region where the software has been installed (the client site).

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Secondary segment analysis: by region

€ ‘000s	Paris Continental Europe		London North Europe		Americas		Asia Pacific		Unallocated holding		Total
	2006	2005	2006	2005	2006	2005	2006	2005	2006	2005	2006	2005
Revenue	101.185	99.948	33.957	38.493	23.896	18.961	25.797	21.826			184.834	179.228
Acquisition of tangible fixed assets	2.094	2.104	814	402	598	339	354	807			3.860	3.652
Acquisition of intangible fixed assets	1.328	188	211	152	0	2	1	61			1.540	403
Total assets	95.103	113.065	45.590	27.787	24.518	29.124	28.994	30.553		385	194.206	200.914

Note 31 - Related party information

Related party information in 2007

At 31 December 2007, GL TRADE SA was 55.2% owned by Holding Financière Montmartre, in which Euronext Paris holds a 57.77% stake. Euronext Paris also directly owned a 8.2% stake in GL TRADE SA. The GL TRADE sub-group is fully consolidated by the Euronext Group.

GL TRADE Group’s ultimate parent company is NYSE EURONEXT, 11 Wall Street New York, New York 10005.

The founders and current directors of GL TRADE, Messrs GATIGNOL, LAURENT and MORIN, own 42.23% of Holding Financière Montmartre.

Mr. Yassine BRAHIM was appointed CEO of the Group on 1 July 2007.

GL TRADE Group: Related parties transactions

€ ‘000s	2007				2006				2005
	EXPENSE	Revenue	Borrowings	LOANS	EXPENSE	Revenue	Borrowings	Loans	EXPENSE	Revenue	Borrowings	Loans
Directors(1)									None	None	None	None
Euronext Group(2)(3)	811	232		4,026	882	226			995	236	None	None
Holding Financière Montmartre	3	12		3					18	9	None	None
Logic Invest					5				20	40	280	None
Total	814	244	0	4,029	887	226			1,033	285	280	0

(1) Excluding salary and director’s compensation

(2) Revenue and expense: resulting from services provided as part of the normal business activities of the two entities.

(3) Borrowings: a short-term (1 yr.) credit line for €10 million taken out in November 2007, with which GL TRADE can make drawdowns and repayments at its convenience. The terms and conditions of this credit line are comparable to those of the recent borrowings GL TRADE has contracted with its bankers.

The founder-directors received gross annual compensation during 2007 of €228,000 with regard to their employment and €184,000 as directors. They do not benefit from any agreed severance bonuses.

Only Mr. GATIGNOL has an Article 83 retirement plan, to which an annual contribution of €5,000 is made, and Mr. Yassine BRAHIM has a supplementary retirement benefit plan of €30,000.

For 2007, Yassine BRAHIM received gross annual compensation including benefits in kind of €344,000, of which €98,000 as a variable portion. He does not benefit from any agreed severance bonus.

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Total gross compensation paid to the members of the Group’s Managing Board increased by €3,407,000 in 2007. This figure does not include share options allocated to them.

At 31 December 2007, Messrs GATIGNOL and BRAHIM each held 5,000 share options.

Transactions between GL TRADE SA and its subsidiaries, which are related parties, are eliminated on consolidation and do not therefore feature in this report.

Related party information in 2006

At 31 December 2006, GL TRADE SA was 55.2% owned by Holding Financière Montmartre, in which Euronext Paris holds a 55.76% stake. Euronext Paris also directly owned a 9.3% stake in GL TRADE SA. The GL TRADE sub-group is fully consolidated by the Euronext Group.

The Euronext Group’s parent company is Euronext NV.

The founders and current directors of GL TRADE, Messrs Gatignol, Laurent and Morin, own 44.24% of Holding Financière Montmartre.

Related party information in 2005

At 31 December 2005, Holding Financière Montmartre held a 55.3% stake in GL TRADE SA. Euronext Paris owned a 54% stake in Holding Financière Montmartre and also owned directly a 9.9% stake in GL TRADE SA. The GL TRADE sub-group is fully consolidated by the Euronext Group.

The ultimate parent company is Euronext NV, Beursplein 5, 1012 JW Amsterdam, Holland.

The founders and directors of GL TRADE, Messrs Gatignol, Laurent and Morin, own 46% of Holding Financière Montmartre.

GL TRADE owns a 19% stake in Logic Invest. This entity is not consolidated.

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Note 32 - Acquisitions impacts

Acquisitions impacts in 2007

€ ‘000s	FNX Group		INFOTEC Group		DECISION SOFTWARE		Total 12/31/2007
Property and equipment	338		249		0		587
Intangible assets	29		16		0		45
Financial assets	212		69		7		288
Deferred tax assets	0		263		0		263
Other receivables	3,197		974		468		4,639
Provision	(85	)	(4	)	0		(89	)
Cash and cash equivalents	97		502		846		1,445
Total	3,788		2,069		1,321		7,178
Minority interests	0		0		0		0
Employee benefits	0		0		0		0
Deferred tax liabilities	0		0		0		0
Non-current financial liabilities	0		0		0		0
Provision	0		0		0		0
Other debts	(6,440	)	(2,718	)	(1,475	)	(10,633	)
Total	(6,440	)	(2,718	)	(1,475	)	(10,633	)
Fair value of assets required	(2,652	)	(649	)	(154	)	(3,455	)
Conversion difference	7		(52	)	(1	)	(46	)
Goodwill	27,197		15,532		6,717		49,446
Total	24,552		14,831		6,562		45,945
Financing
Current financial liabilities	15,000		0		0		15,000
Cash and cash equivalents	9,522		14,779		6,532		30,833
Acquisition costs	245		52		30		327
Currency effects	(215	)	0		0		(215	)
Total	24,552		14,831		6,562		45,945
Net cash
Cash acquired with subsidiary	(97	)	(502	)	(846	)	(1,445	)
Price paid	24,552		14,831		6,562		45,945
Net cash impact	24,455		14,329		5,716		44,500

The cash flows relating to acquisitions of subsidiaries amounted to €45,420,000 in 2007.

The difference between the net cash caused by acquisitions (€44.5 million) and the cash flow from investing activities is related to:

• the buy-back of minority interests in UBITRADE SA (€1,228,000) upon their exercise of stock options in December 2007.

• the closing of the Put Option on GL TRADE Americas (€657,000).

• the payment by a former shareholder of GL OVERSEAS of the price adjustment as determined on the basis of “working capital” calculated in 2007 for €965,000.

GL TRADE HOLDINGS Inc. acquired all the share capital of FNX CORPORATION Ltd on 1 March 2007. The acquisition was financed by two loans of €7,500,000 each. Since the acquisition, companies in the FNX Group have contributed to the Group’s income and revenue in the respective amounts of (€1,282,000) and €9,716,000. Total revenue of the FNX Group for full-year 2007 amounted to €11,572,000 (unaudited information).

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GL TRADE SA acquired 90% of the share capital of INFOTEC SA. The contribution of the acquired INFOTEC companies to the Group’s income amounted to (€248,000) since their acquisition in July 2007, and the contribution to revenue was €6,851,000. Total Infotec group’s 2007 revenue amounted to €13,259,000 (unaudited information).

GL TRADE HOLDINGS Inc. acquired all the share capital of DECISION SOFTWARE Inc. in November 2007. Contributions to the group’s net income and revenue amounted €26,000 and €305,000 respectively. DECISION SOFTWARE Inc.’s full-year 2007 Revenue amounted to €3,230,000 (unaudited information).

Acquisitions impacts in 2006

€ ‘000s	GL Overseas		Emos SA		Total 12/31/2006
Property and equipment	189		25		214
Intangible assets	69		12		81
Financial assets	0		0		0
Deferred tax assets	0		0		0
Other receivables	2,536		430		2,966
Cash and cash equivalents	140		329		469
Total	2,934		796		3,730
Minority interests	0		0		0
Employee benefits	0		0		0
Deferred tax liabilities	0		0		0
Non-current financial liabilities	0		0		0
Provision	0		0		0
Other debts	(3,987	)	(477	)	(4,464	)
Total	(3,987	)	(477	)	(4,464	)
Fair value of assets required	(1,053	)	319		(734	)
Conversion difference	0		0		0
Goodwill	8,168		4,510		12,678
Total	7,115		4,829		11,944
Financing
Current financial liabilities	0		0		0
Cash and cash equivalents	7,053		4,801		11,854
Acquisition costs	62		28		90
Currency effects	0		0		0
Total	7,115		4,829		11,944
Net cash
Cash acquired with subsidiary	(140	)	(329	)	(469	)
Price paid	7,115		4,829		11,944
Net cash impact	6,975		4,500		11,475

The cash flows relating to acquisitions of subsidiaries totalled €16.2 million in 2006. The difference in net cash caused by acquisitions (minus €11.5 million) as mentioned above was due mainly to:

• the price supplement relating to Ubitrade’s Fermat business (€3 million);

• the completion of the Put Option on GL TRADE Americas (€0.7 million);

• the price supplement on minority interests in Glesia (€0.7 million).

F-115

GL TRADE Holdings Inc acquired all shares in Nyfix Overseas Inc (renamed GL Overseas Inc) in August 2006. This acquisition was financed by a €7 million loan. Since its acquisition GL Overseas Inc’s contribution in revenue and net loss is respectively €1,648,000 and €634,000.

GL TRADE SA has acquired 100% of the shares in Emos SAS. Since its acquisition, Emos’ contribution in revenue and net income is respectively €670,000 and €75,000.

Acquisitions impacts in 2005

€ ‘000s	Oasis		GLESIA sale option	GL TRADE Americas sale option		Total 12/31/2005
Property and equipment	10					10
Intangible assets	0					0
Financial assets	53					53
Deferred tax assets	242					242
Other current assets	588					588
Cash and cash equivalents	318					318
Total	1,211		0	0		1,211
Minority interests			775	442		1,217
Employee benefits						0
Deferred tax liabilities						0
Non-current financial liabilities						0
Provision						0
Other debts	(958	)	0	0		(958	)
Total	(958	)	775	442		259
Fair value of assets required	253		775	442		1,470
Conversion difference	43		0	0		43
Goodwill	3,091		5,982	544		9,617
Total	3,387		6,757	986		11,130
Financing
Current financial liabilities	0		4,893	971		5,864
Cash and cash equivalents	3,344		0	0		3,344
Dividends paid to minority shareholders	0		1,864	64		1,928
Currency effects	43		0	(49	)	(6	)
Total	3,387		6,757	986		11,130
Cash acquired with subsidiary	(318	)	0	0		(318	)
Price paid	3,344		0	0		3,344
Net cash impact	3,026		0	0		3,026

Items from the financial statements were determined at the date of acquisition of the various entities.

GL TRADE SA, through its GL TRADE Holding company, acquired 100% of the capital in OASIS. The contribution to group net income from OASIS, since its acquisition in July 2005, was €42,000.

In accordance with IAS 32, the Group has recorded as a financial liability its undertaking to buy out from minority shareholders in GLESIA the 49% of shares and voting rights that they own. The additional share of net income accruing to the group was €376,000 for 2005.

Similarly, the undertaking to buy out the 5% minority stake held in GL TRADE Americas Inc had an impact of €68,000 on group net income.

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Note 33 - Commitments

Off balance sheet liabilities relating to ordinary business

€ ‘000s	12/31/2007	12/31/2006	12/31/2005
Endorsements, deposits and guaranties given(1)	1,055	1,111	746

(1) Foreign currency deposits and guaranties are valued at the closing exchange rate. The bulk of this caption is the guaranty given by GL TRADE SA to the owner of the offices occupied by its British subsidiary GL TRADE Ltd.

Covenants

CALYON and Crédit Lyonnais borrowings

Under the two loan agreements with CALYON and CRÉDIT LYONNAIS for an initial total of €21 million, GL TRADE SA gave undertakings to these two companies that for the durations of the agreements and until full repayment of the amounts due:

• it would not grant nor allow to be granted by one or more of its major subsidiaries any lien or real or personal guarantee against any present or future borrowing without the prior agreement of the majority of the Banks and without granting to these lenders at the same time the same lien or guarantee having the same ranking and covering repayment of all sums that might fall due under the loan agreement,

• it would ensure that at the end of each financial year net consolidated debt shall be no more than:

• 1 times net shareholders’ equity;

• 2 times consolidated EBITDA.

Ebitda correspond to operating income plus amortization of acquisition costs, provisions (net of deferrals) relating to operating assets and to risks and charges, and to amortization expenses (net of deferrals), as recorded in the consolidated financial statements.

These undertakings were complied with at 31 December 2007, 2006 and 2005.

HSBC Borrowing

In guarantee for the borrowing from HSBC France to finance the acquisition of FNX Group, GL TRADE SA has pledged 30% of its shares in GL TRADE HOLDINGS Inc., as collateral against the loan principal of €13 million.

In addition, GL TRADE SA undertook to maintain the ratio of total gross medium- and long-term debt and restated lease commitments to shareholders’ equity at less than 1 to 1, and the ratio of total gross medium- and long-term debt and restated lease commitments to EBITDA at less than 3 to 1.

Shareholders’ Equity is comprised of the group’s shareholders’ equity, other shareholders’ equity, subscribed uncalled equity, subscribed and called equity not paid in, set-up fees, costs to spread over several years and bond redemption bonuses.

Medium- and long-term debts include convertible bonds, other bonds and bank borrowings with a maturity of at least 2 years.

Restated finances leases correspond to the net value of the goods leased.

EBITDA is earnings before interest, tax, depreciation and amortization.

The ratios were complied with at 31 December 2007.

F-117

Société Générale borrowing

Under the borrowing agreement contracted with Société Générale to finance the acquisition of the FNX Group, GL TRADE SA undertook that at each consolidated accounts approval date:

• consolidated net liabilities to shareholders funds would be maintained at 1 to 1 or lower;

• consolidated net financial debts to consolidated gross operating surplus would remain below 3.5 to 1;

• consolidated net shareholders’ funds to consolidated balance sheet total would remain above 20%;

• consolidated net cash would remain above €15 million.

Consolidated net debt includes short-term, medium-term and long-term debts contracted with banks and other lenders not directly related to commercial businesses, less cash and cash equivalents and financial investments.

Consolidated net shareholders’ funds are all the registered capital and reserves entered on the liabilities side of the balance sheet.

Gross operating surplus is the sum of operating income, charges to depreciation and amortization expenses and rents expenses for building and equipments.

Net cash is the difference between cash and cash equivalents plus securities held for investment and bank overdrafts plus liabilities sold under the Dailly law or factoring.

These undertakings were complied with at 31 December 2007.

Early redemption of Crédit Lyonnais and CALYON loans GL TRADE may make early redemption of the entire amount of loans on each interest payment date by making payment to the banks of:

• the outstanding principal due under the loan;

• accrued interest on the loan;

• the re-application indemnity due under the loan agreement;

• all other sums due under the loan.

Contingent Liabilities

GLESIA

As part of SIA’s purchase of an equity stake in GLESIA, formerly GL TRADE Italia, on 1 January 2007, GL TRADE SA (51 % owner) and SIA (49% owner) renewed their agreement, for a three-year period, with the following main provisions:

• SIA granted GLESIA non-exclusive distribution rights for its GAM and FINESTWAY products;

• SIA provided GLESIA with all Facility Management and Help Desk services.

The General Meeting of Shareholders held in June 2007 for the 2006 financial year approved the payment of a €1,222,000 dividend, of which €857,000 in preferred dividends for minority shareholders of GLESIA. It was paid out in July 2007. Under the agreement, there are no further preferred dividends to be paid in the future.

Under the terms of the new agreement, SIA and GL TRADE SA agreed that if one of the parties decides to terminate the agreement, SIA will sell its shares in GLESIA and GL TRADE will be obliged to purchase them at a price determined as follows: (0.49 x EBIT x n - net financial liabilities), where n is 4.2 if GL TRADE SA terminates the contract and 2.5 if SIA terminates the contract. This undertaking has been recorded in the Group’s accounts under current financial liabilities.

F-118

NYFIX Overseas Inc.

Earn-out clause

The acquisition price for Nyfix Overseas Inc. will be increased by 1.5 times the difference between the full year’s revenue recognized by the GL TRADE Group from license, maintenance or service contracts for Nyfx Overseas Inc.’s OBMS software between the acquisition date and 31 December 2007 and seven million five hundred thousand US dollars (US$7,500,000). The price supplement is capped at six million US dollars (US$6,000,000).

A price supplement of US$2,714,000 was recognized at 31 December 2007, as due and payable on 31 March 2008.

FNX Group

Earn-out clause

The acquisition price for FNX will be increased by an amount determined based on 2007 revenue and backlog and 2008 capital market activities revenue.

Such price supplement was capped at US $5million at end 2007. On the basis of the results of the FNX business, no price supplement was due for that period.

The price supplement is capped at US $4million at end 2008, payable in the second quarter of 2009. At 31 December 2007, a liability of US$2,500,000 (€1,698,000) was recognized in connection therewith (excluding effects of discount unwinding). Discounted to present value, the liability amounted to €1,607,000 at 31 December 2007.

FERMAT

Earn-out clause

The disposal price set in the sale agreement for the FERMAT distribution business will be increased by 10% of the amount of services rendered by the FERMAT Group in Germany and Austria in 2007, or for its existing clients at the date of discontinuation of the business, capped at €500,000. If applicable, FERMAT will pay any supplement due to the Group in the first half of 2008.

A balance of €250,000 on the initial price is also due by FERMAT in the first quarter of 2009.

INFOTEC group

Put Option Clause

On 1 July 2007, GL TRADE SA acquired more than 90% of the shares of the Swiss company INFOTEC SA. Each minority shareholder undertook to sell its shares on the terms set out below, and GL TRADE SA likewise undertook to buy the INFOTEC SA shares held by minorities in 2009.

The share disposal price depends on the revenue growth of the Infotec business for 2007 and 2008 periods, and on EBIT margin for 2008.

The total purchase price for the shares cannot be in excess of CHF6 million and will be paid in the second quarter of 2009.

At 31 December 2007, this liability was recognized in the Group’s accounts for CHF4,500,000(€2,720,000) excluding discount effect. The amount of the liability discounted to present value was €2,588,000 at 31 December 2007.

The merger-absorption of INFOTEC SA by GL TRADE SUISSE SA, formerly GL TRADE SCHWEIZ AG, did not change the terms of the undertaking.

F-119

DECISION SOFTWARE Inc.

Earn-out clause

The acquisition price will be increased by an amount depending on revenue from new contract generated in 2008, and is capped at US$2 million.

At 31 December 2007, a liability was recognized amounting to US$2 million (€1,359,000) excluding discount effect. Discounted to present value, that liability was €1,292,000 at 31 December 2007. The definitive amount is due and payable in the first quarter of 2009.

To the best of the Group’s knowledge, there are no off-balance sheet undertakings other than those referred to herein.

Note 34 - Events occurring after the balance sheet date

• UBITRADE SA was removed from the register of companies on 28 January 2008 subsequent to winding up without liquidation. GL TRADE SA assumed its assets and liabilities. The transaction was the result of legal, accounting and tax rationalization, with no effect on operations.

• On 18 February 2008, the GL TRADE Group acquired a 30% stake in a French company, NEXFI. The Group has also become the exclusive and international partner for the distribution of the new generation of multi-instrument portfolio management software (PMS). Through this transaction, GL TRADE intends to develop synergies with existing Buy Side solutions and confirm its ambition to become a key partner in the international Buy Side community. NEXFI has been active in the French financial community for several years and has a substantial client base including French and international financial institutions. In 2007, NEXFI brought in US$3.4 million in revenue and currently employs thirty persons in Paris. This company will be consolidated according to the equity method.

• On 1 October 2008, SunGard Data Systems Inc. a global leader in software and processing solutions for financial services, higher education and the public sector, completed its acquisition of a majority interest in GL TRADE. SunGard acquired from Euronext Paris S.A. and GL TRADE’s three founders, Messrs. Pierre Gatignol, Louis-Christophe Laurent and Frédéric Morin, together with entities controlled by them, 6,200,030 shares of GL TRADE, representing 64.51% of GL TRADE’s share capital, at a price of €41.70 per share. The transaction puts a value of €400.7 million on 100% of GL TRADE’s share capital (excluding the effect of outstanding stock options).

In accordance with the AMF General Regulation (“règlement général de l’AMF”), Paris-based Oddo Corporate Finance launched on SunGard’s behalf an all-cash tender offer under the simplified procedure (“offre publique d’achat simplifiée”) for the remainder of GL TRADE’s share capital at the same price of €41.70 per share. At 28 November 2008, SunGard owns approximately 99% of GL TRADE.

• In connection with SunGard’s acquisition of GL Trade, the loan from the parent company, EURONEXT PARIS, was fully repaid.

Note 35 - Risk management

Financial instruments concern mainly the following:

• Client receivables,

• Cash,

• Trade payables,

• Financial liabilities.

F-120

At 31 December 2007, the GL TRADE Group held only derivative financial instruments used for managing interest rate risks. Initially, fair value is equivalent to the premium amount. Bank institutions provide updates on the value of theses instruments at the end of each quarter to enable the company to adjust the fair value of its financial assets.

Performance

“Trade receivables” at 31 December 2007 showed €54,460,000 versus €47,519,000 in 2006 and €68,945,000 in 2005, increasing by 14.61 % between 2006 and 2007, proportional to the increase in revenue over the same period. The revenue increase reflects the Group’s organic growth and acquisitions over FY 2007.

Impairment on uncertain trade receivables due to client insolvency was valued at €411,000 at 31 December 2007, compared to €340,000 in 2006 and €606,000 in 2005.

The GL TRADE Group does not engage in speculation, but makes only risk-free investments in financial instruments available for sale, recognized at fair value. They are money market mutual funds and short-term investments which generated net fair value of €775,000. At 31 December 2007, financial instruments available for sale amounted to €315,000 compared to €2,765,000 in 2006 and €6,174,000 in 2005.

At 31 December 2007, “Trade payables” amounted to €16,808,000 compared to €11,096,000 in 2006 and €12,002,000 in 2005. The €5,712,000 variation between 2006 and 2007 is related to new companies in the scope of consolidation (€2.7 million), a time lag payment to suppliers due to the implementation of SAP software in the Group’s two largest subsidiaries and of the early invoicing of certain trade creditors (€3 million).

Derivative financial instruments used by the Group for managing interest rate risks were recognised at fair value on the balance sheet under “Financial assets”. Subsequent changes in fair value are recognised directly in the income statement as financial costs. At 31 December 2007, the fair value of these financial instruments amounted to €141,000 (see Note 25).

Financial instruments are valued by the financial institutions which provided them to the Group.

Borrowings taken out in 2007 financed the acquisitions of the Group’s new subsidiaries. The total debt for this purpose amounts to €30,518,000. The direct impact on the year’s net income was a €1,690,000 increase in interest expense, up by €1,051,000 compared to 2006 and by €1,297,000 in 2005.

The various covenants (see Note 33) in connection with these loans were complied with at 31 December 2007.

Measuring risk on financial instruments

Credit risk

The Group’s clients are mainly financial institutions or stock brokers. At 10 March 2008, the Group is not directly affected by the subprime crisis and considers that its clients are credit worthy. The “in advance” payment terms for the Group’s subscribed services partly protect it from this risk.

The outstanding balance of “Trade receivables” at 31 December 2007 stood at €54,460,000 (see Note 15) and their overdue time is less than 120 days.

The Group follows its trade receivables with particular attention. Each subsidiary submits a monthly statement of customer receivables to the parent company, which reviews how long such payments have been overdue. This data is also reviewed on a quarterly basis by central management to assess which outstanding receivables are potentially at risk based on time overdue, and ensures that steps have been taken to cover such risk (collection action, provisions). Accounting impact is assessed based on the probability of risk on a case-by-case basis.

F-121

At 31 December 2007, “Impairment provisions” on trade receivables amounted to €411,000, or about 1% of outstanding trade receivables.

The impact on the income statement of so-called doubtful receivables at 31 December 2007 was as follows:

• €34,000 for bad debts written off

• €70,000 for provisions for impairment of trade receivables

• €60,000 for reversals of provisions for impairment on trade receivables

for a total impact of €44,000 on 2007 net income.

Liquidity risk

The invoicing terms implemented by the Group (payment in advance) for subscriptions to its services create a large cash reserve at the beginning of a period and generate structurally negative working capital. The recurring contract base at the beginning of a financial year (subscriptions and maintenance) accounts for approximately 80% of the Group’s annual revenue.

The Group entered into borrowings for €30,518,000 over the year to finance its acquisitions. The Group’s net debt amounts to €27,252,000 including €9,909,000 financial liabilities for undertakings to buy out GLESIA and INFOTEC shares, which excluding price supplements due for companies acquired.

The Group has not encountered any payment defaults, and has been able to honor its payable debts all through 2007 and previous financial years.

Detailed due dates for financial liabilities (see Note 20 & 24):

	<1 month	>1 mo. & <3 mos.	>3 mo. & <1 yr.	>1 yr. & <5 yrs.
Variable-rate borrowings		14,750	3,645	17,700
Accrued interests		220
Bank overdrafts		73
Financial debt on option to buy out GLESIA shares				7,322
Financial liabilities on option to buy out INFOTEC shares				2,587
Other borrowings and financial debts			4,309
Total non-derivative financial liabilities	0	15,043	7,954	27,609
Interest rates hedge				141
Total derivatives	0	0	0	141

At 31 December 2007, the Group showed net debt (including undertakings to purchase shares) of €27,252,000, broken down as follows;

• Cash and cash equivalents:

€23,354,000 (see Note 17),

• Current financial liabilities:

€22,997,000 (see Note 24),

• Non-current financial liabilities:

€27,609,000 (see Note 20).

F-122

Market risk

This risk concerns:

Interest rates risk

The GL TRADE Group invests most of its available cash in short-term money market mutual funds or in interest-bearing accounts that are risk free and track market interest rates. As a result, GL TRADE is not exposed to significant interest rate risk on its investments.

The Group has debt with lending institutions for €41 million (see Notes 20 & 24). These loans are at variable rates based on 3-month and 12-month Euribor depending on the due date. Loans initially taken out with due dates over one year out are hedged by derivative instruments.

The sensitivity of financial charges to a 1% change in short-term interest rates is insignificant.

Exchange rate risks

Each GL TRADE subsidiary bills mainly in its own local currency, with Asian subsidiaries also billing clients in US dollars. The portion of revenue now generated by subsidiaries outside the euro zone amounted to 61% of the 2007 total, with 16% in the US, 20% in the UK, 16% in Asia and 9% in other countries.

In 2007, the impact of foreign exchange trends on revenue was negative and affected growth by 3%.

GL TRADE has limited the effect on margins by pursuing a policy of strict cost control and ensuring that costs are incurred in currency zones where they generate revenues. In addition to distribution costs, which are local in nature, development costs are increasingly being decentralized from the Group’s headquarters.

The Group does not use Forex hedging instruments to guarantee its cash flows.

The evaluation of consolidated net assets held in foreign currencies shows that the Group is exposed to a risk of €227,000, assuming a negative and uniform movement in the euro’s exchange rate of 1 euro centime compared to all of the currencies considered from its rate at 31 December 2007.

Translation differences from converting foreign business revenues and affecting the Group’s consolidated reserves at 31 December 2007 amounted to €7,113,000, an increase of €5,590,000 compared to 31 December 2006 and of €7,457,000 compared to 31 December 2005.

Price risk

The price risk is low due to the amount of financial assets exposed, and was negligible for both 2005 et 2006 for reasons involving the Group’s financial policy. Cash assets are invested in short-term money market mutual funds or placed in risk free interest bearing accounts.

Risk of hedge accounting

The GL TRADE Group is not exposed to hedge accounting risk because it has opted not to use hedge accounting for its derivative financial instruments.

F-123

Note 36 - Information on share capital management

The Group’s objectives in managing its own funds are to ensure:

• the continuation of operations,

• compliance with debt to equity ratio (gearing),

€ ‘000s	2007		2006		2005
Financial debt	40,697		16,580		12,442
Shareholders’ funds	65,706		57,553		52,970
Gearing	62	%	29	%	23	%

• adequate yield for shareholders.

€ ‘000s	2007		2006		2005
Dividends*	12,493		10,568		13,439
Net income	23,740		19,456		26,540
Pay-out ratio	53	%	54	%	51	%

(*) proposed to the forthcoming ordinary general meeting and subject to its approval

The Group has not set up any financial instruments which could impact its shareholders’ funds other than in stock options plans. The capital dilution effect as a result of stock options as calculated on 31 December 2007 works out to only 0.5%. Moreover, the Group has not implemented any capital increases over the past three financial years.

F-124

GL TRADE S.A.

Consolidated statements of income

	Notes	Six months ended
€’000s		30 June 2008		30 June 2007
Revenue	(2)	108,208		94,264
Other operating income		3		484
Personnel costs	(3)	(54,207	)	(48,724	)
Depreciation, amortization and provisions		(2,301	)	(1,905	)
Other operating costs	(4)	(32,148	)	(27,565	)
Operating income before amortization of intangible assets resulting from business combinations		19,555		16,553
Amortization of intangible assets resulting from business combinations		(244	)	(417	)
Operating income		19,311		16,136
Interest on cash and cash equivalents		219		436
Other financial income		2,936		1,429
Cost of financial debt		(1,003	)	(668	)
Other financial costs		(4,119	)	(1,490	)
Net financial income (loss)	(5)	(1,967	)	(292	)
Share in income of associate companies		36		0
Profit before income tax		17,380		15,844
Income tax	(6)	(4,644	)	(5,200	)
Net income from discontinued operations		0		1,076
Net income		12,736		11,720
Attributable to
- Equity holders		12,702		11,687
- Minority interests		34		33
Net income in €		12,736		11,720
Earnings per share (attributable to holders of the parent company’s share)	(11)	1.32		1.22

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

F-125

GL TRADE S.A.

Statement of recognised income and expense

	Six months ended
€’000s	30 June 2008		30 June 2007
Translation differences	(2,735	)	(1,356	)
Actuarial differences	62		0
Total of income and costs recognized directly against equity	(2,673	)	(1,356	)
Profit for the period	12,736		11,720
Income and expense recognized during the period	10,063		10,364
Attributable to:
- Group Share	10,029		10,331
- Minority interests	34		33

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

F-126

GL TRADE SA

Consolidated balance sheet

		As at
€’000s	Notes	30 June 2008	31 December 2007
Property & equipment		6,276	6,771
Goodwill	(7) & (8)	116,801	131,183
Other intangible assets	(9)	5,816	4,890
Non-current financial assets		3,227	3,039
Investments accounted for under the equity method	(10)	2,705	0
Deferred tax assets	(12)	10,776	1,609
Non-current assets		145,601	147,492
Trade and other receivables		59,120	62,689
Current tax receivables		1,366	428
Current financial assets		0	438
Cash and cash equivalents		30,823	23,354
Current assets		91,309	86,909
Total assets		236,910	234,401
Share capital		293	293
Share premium		1,583	1,583
Reserves		47,924	39,093
Net income (attributable to the equity holders)		12,702	23,740
Shareholders’ equity (attributable to the equity holders)		62,502	64,709
Minority interests		1,031	997
Total equity		63,533	65,706
Non-current financial liabilities	(13)	20,659	27,609
Deferred tax liabilities	(14)	3,274	2,807
Retirement benefit obligation	(15)	3	19
Other non-current liabilities		0	2,899
Non-current liabilities		23,936	33,334
Current financial liabilities	(16)	27,777	22,997
Current tax liabilities	(17)	2,960	2,669
Trade payable and other debts	(17)	58,083	51,092
Provisions		616	636
Other current liabilities		60,005	57,967
Current liabilities		149,441	135,361
Total liabilities		173,377	168,695
Total liabilities and equity		236,910	234,401

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

F-127

GL TRADE SA

Consolidated statements of changes in shareholders’ equity

	Attributable to equity holders of the parent														Minority interests	Total Shareholders’ equity
€’000s	Share capital	Issue premium	Treasury shares		Stock option reserves	Actuarial differences		Hedging instrument reserves	Translation differences on foreign subsidiaries		Profit and retained earnings		Total
Equity at 1 January 2007	293	1,277	0		878	(169	)	0	(1,523	)	55,883		56,639		914	57,553
Change in 2007 equity
Translation difference on foreign subsidiaries									(1,355	)			(1,355	)		(1,355	)
Other income and expense recognized directly in equity													0			0
Total items recognized directly in equity	0	0	0		0	0		0	(1,355	)	0		(1,355	)		(1,355	)
Net income for the period											11,687		11,687		33	11,720
Total income and expense recognized in the period	0	0	0		0	0		0	(1,355	)	11,687		10,332		33	10,365
Dividend payments											(10,568	)	(10,568	)		(10,568	)
Repurchases and cancellations of treasury shares			(4	)									(4	)		(4	)
Exercise of options		233											233			233
Hedging instruments								52					52			52
Equity at 30 June 2007	293	1,510	(4	)	878	(169	)	52	(2,878	)	57,002		56,684		947	57,631

F-128

	Attributable to equity holders of the parent															Minority interests	Total Shareholders’ equity
€’ 000s	Share capital	Issue premium	Treasury shares		Stock option reserves	Actuarial differences		Hedging instrument reserves		Translation difference on foreign subsidiaries		Profit and retained earnings		Total
Equity at 31 December 2007	293	1,583	(143	)	1,004	(32	)	54		(7,113	)	69,063		64,709		997	65,706
Change in 2008 equity
Translation difference on foreign subsidiaries										(2,735	)			(2,735	)		(2,735	)
Other income and expense recognized directly in equity						69								69			69
Total items recognized directly in equity	0	0	0		0	69		0		(2,735	)	0		(2,666	)		(2,666	)
Net income for the period												12,702		12,702		34	12,736
Total income and expense recognized in the period	0	0	0		0	69		0		(2,735	)	12,702		10,036		34	10,070
Dividend payments												(12,493	)	(12,493	)		(12,493	)
Repurchases and cancellations of treasury shares			121									2		123			123
Exercise of options					134									134			134
Hedging instruments								(7	)					(7	)		(7	)
Equity at 30 June 2008	293	1,583	(22	)	1,138	37		47		(9,848	)	69,274		62,502		1,031	63,533

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

F-129

GL TRADE SA

Consolidated statements of cash flows

	Six months ended
	30 June 2008		30 June 2007
€’000s	Continuing operations		Continuing operations		Discontinued operations		Continuing and Discontinued Operations
Net income	12,736		11,720				11,720
Add back depreciation, amortization and provisions	2,525		2,210				2,210
Add back changes in deferred taxes	755		161				161
Add back capital gains/(losses) on disposal	12		(846	)			(846	)
Add back share in profit of associated companies	(36	)	0				0
Other non-cash items	226		80				80
Income tax expenses	3,889		4,842				4,842
Financial expenses	994		655				655
Cash flow from operations	21,101		18,822		0		18,822
Change in working capital used in operations	2,192		7,006				7,006
Income tax paid	(4,853	)	(6,623	)			(6,623	)
Financial charges paid	(745	)	(235	)			(235	)
Net cash provided/(used) by operating activities (A)	17,695		18,970		0		18,970
Acquisitions of fixed assets	(3,637	)	(4,148	)			(4,148	)
Disposals of fixed assets	801		190				190
Short-term investments	0		0				0
Disposals of short-term investments	0		1,139				1,139
Acquisition of subsidiaries less cash acquired	(2,670	)	(24,333	)			(24,333	)
Increase stakes in existing subsidiaries	(1,492	)	0				0
Disposals of subsidiaries	0		0		(217	)	(217	)
Dividends from associated companies	0		0				0
Net cash provided/(used) by investing activities (B)	(6,998	)	(27,152	)	(217	)	(27,369	)
Dividends paid	0		0				0
Capital increase	0		233				233
Repurchase of own shares	(22	)	(4	)			(4	)
Borrowings received	4,602		15,224				15,224
Repayments of borrowings	(7,008	)	(3,255	)			(3,255	)
Net cash provided/(used) by financing activities (C)	(2,428	)	12,198		0		12,198
Impact of changes in exchange rates (D)	(802	)	(596	)			(596	)
Change in net cash (A)+(B)+(C)+(D)	7,467		3,423		(217	)	3,206
Opening net cash	23,354		36,829				36,829
Closing net cash at 30 June 2008	30,823		40,252		(217	)	40,035

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

F-130

GL TRADE S.A.

Notes to the unaudited consolidated financial statements

Accounting rules and methods

GL Trade SA is a company domiciled in France. The Company’s interim consolidated financial statements for the six months ended 30 June 2008 include the Company and its subsidiaries (together referred to as “the Group”) and the Group’s equity in associate or jointly controlled companies.

All the accounting rules and methods used by the Group are presented in the Group’s consolidated financial statements for the year ended 31 December 2007.

The Group’s consolidated financial statements for the year ended 31 December 2007 are available upon request from the Company’s registered offices at 42, rue Notre Dame des Victoires, 75002 Paris, or from the www.gltrade.com website.

Statement of compliance

The interim consolidated financial statements have been prepared in accordance with IAS 34, “Interim financial reporting”. They should be read in conjunction with the Group’s financial statements for the year ended 31 December 2007. The financial statements for the six months ended 30 June 2008 were prepared in accordance with the International Financial Reporting Standards (IFRS) as those used to prepare the full-year consolidated 2007 financial statements.

The interim consolidated financial statements were approved by the Board of Directors on 27 August 2008.

Basis of preparation

The interim consolidated financial statements are presented in thousands of euros. They are established on the basis of historical cost, with the exception of those assets and liabilities recorded at fair value, i.e. derivative financial instruments, financial instruments held for trading purposes and financial instruments classified as available for sale.

Non-current assets and groups of assets held for sale are measured at the lower of their carrying amount and fair value less costs to sell.

Estimates

The preparation of the interim consolidated financial statements requires management to exercise judgment, make estimates and use assumptions that affect the application of accounting policies and reported amounts of asset, liability, income and expense amounts. Actual values may differ from the estimated amounts.

For the preparation of the interim consolidated financial statements, methods used in the exercising of judgement by management in applying the Group’s accounting methods and the main sources of uncertainty regarding its estimates are identical to those described in the full-year consolidated financial statements for 2007.

Accounting methods have been applied in a uniform manner by all Group companies.

F-131

Note 1 - Scope of consolidation

At 30 June 2008, the scope of consolidation included the following companies:

	Head office	Holding company	30 June 2008		30 June 2007
Company			%	Method	%	Method
GL TRADE SA	France		Parent company		Parent company
GL MULTIMEDI@ SA	France	GL TRADE SA	82.01%	FC	82.01%	FC
GL TRADE LTD	UK	GL TRADE SA	100%	FC	100%	FC
GL TRADE AG	Germany	GL TRADE SA	100%	FC	100%	FC
GL TRADE BV	Netherlands	GL TRADE SA	100%	FC	100%	FC
GL TRADE IBERICA S.L.	Spain	GL TRADE SA	100%	FC	100%	FC
GL TRADE SUISSE SA (**) (***)	Switzerland	GL TRADE SA	100%	FC	100%	FC
GL TRADE BELGIUM SA	Belgium	GL TRADE SA	100%	FC	100%	FC
GLESIA SRL (*)	Italy	GL TRADE SA	100%	FC	100%	FC
GL TRADE AMERICAS INC (ex GL CONSULTANTS INC)	USA	GL TRADE HOLDINGS INC	100%	FC	100%	FC
GL TRADE SOLUTIONS PTE LTD	Singapore	GL TRADE SA	100%	FC	100%	FC
GL TRADE SYSTEMS LTD HK	Hong Kong	GL TRADE SA	100%	FC	100%	FC
GL TRADE AUSTRALIA PTY LTD	Australia	GL TRADE SA	100%	FC	100%	FC
GL TRADE JAPAN KK	Japan	GL TRADE SA	100%	FC	100%	FC
GL TRADE SOUTH AFRICA PTY LTD	South Africa	GL TRADE SA	100%	FC	100%	FC
GL SETTLE LTD	UK	GL TRADE SA	100%	FC	100%	FC
UBITRADE SA (****)	France	GL TRADE SA	Merged	FC	100%	FC
GL TRADE MENA SARL (ex UBITRADE MSP)	Tunisia	GL TRADE SA	100%	FC	100%	FC
UBITRADE OSI SARL	Tunisia	GL TRADE SA	100%	FC	100%	FC
GL SOFTWARE UNIPESSOAL LDA	Portugal	GL TRADE SA	100%	FC	100%	FC
GL SETTLE INC (ex OASIS)	USA	GL TRADE HOLDINGS INC	100%	FC	100%	FC
GL TRADE HOLDINGS INC	USA	GL TRADE SA	100%	FC	100%	FC
EMOS FUTURES LTD	UK	GL TRADE SA	In liquidation	FC	In liquidation	FC
GL TRADE OVERSEAS INC (ex NYFIX OVERSEAS INC)	USA	GL TRADE SA	100%	FC	100%	FC
GL Bilglsayar Hizmetleri Ticaret Ltd Sirketi	Turkey	GL TRADE SA	100%	FC	100%	FC
GL Trade Capital Market Solutions Inc. (ex FNX Limited Business Corporation)	USA	GL TRADE HOLDINGS INC	100%	FC	100%	FC
FNI (I), L.L.C	USA	GL Trade Capital Market Solutions Inc.	100%	FC	100%	FC
FNX (UK) LTD	UK	FNI (I), L.L.C	100%	FC	100%	FC
FNX, L.L.C.	USA	GL Trade Capital Market Solutions Inc.	100%	FC	100%	FC
FNX LTD, Mauritius	Mauritius	GL Trade Capital Market Solutions Inc.	100%	FC	100%	FC
Prismlight Pte Ltd	Singapore	FNX LTD, Mauritius	100%	FC	100%	FC
FNX Solutions (Thailand) Co., Ltd Juristinc Person, Limited Company	Thailand	GL Trade Capital Market Solutions Inc.	100%	FC	100%	FC
FNX (Thailand) Co., Ltd Juristinc Person, Limited Company	Thailand	GL Trade Capital Market Solutions Inc.	100%	FC	100%	FC
FNX India Software Private Limited	India	GL Trade Capital Market Solutions Inc.	100%	FC	100%	FC
GL TRADE TUNISIA SARL	Tunisia	GL TRADE SA	100%	FC	100%	FC
INFOTEC SA (***)	Switzerland	GL TRADE SA	Merged	FC
IFIS INFOTEC FRANCE Sarl	France	GL TRADE SUISSE SA	100%	FC
INFOTEC (Deutchland) GmbH	Germany	GL TRADE SUISSE SA	100%	FC
INFOTEC FINANCIAL (UK) LIMITED	UK	GL TRADE SUISSE SA	100%	FC
IFIS INFOTEC (USA) INC.	USA	GL TRADE SUISSE SA	100%	FC
GL TRADE SOFTWARE DOO BELGRADE LLC	Serbia	GL TRADE SA	100%	FC
DECISION SOFTWARE INC.	USA	GL TRADE HOLDINGS INC	100%	FC
NEXFI SAS	France	GL TRADE SA	30%	EQ

(*) Legally 51% owned by GL Trade SA w/o application of IAS 32 and 39

(**) Legally 93.054% owned by GL Trade SA w/o application of IAS 32 and 39

(***) Merger of GL Trade Scweiz AG with Infotec SA at 30 Sept. 2007

(****) Merger of GL Trade SA and Ubitrade SA at 28 January 2008

F-132

FC: full consolidation EQ: equity method

The Company has not carried out any securitization transactions or created any special-purpose entities.

Changes in the scope of consolidation

• On 28 January 2008, UBITRADE SA was wound up without being liquidated, and all its assets and liabilities were transferred to its only shareholder, namely GL Trade SA.

• During February 2008, the GL Trade SA group acquired 30% of the share capital of NEXFI, a company having its registered office in France.

Foreign currency translation

The exchange rates used at 30 June 2008 were as follows:

Currencies	Average euro exchange rate	Closing euro exchange rate
1 AUD	0.60441	0.61084
1 CHF	0.62270	0.62282
1 GBP	1.28988	1.26223
1 HKD	0.08378	0.08134
1 INR	0.01605	0.01478
1 JPY	0.00623	0.00601
1 MUR	0.02414	0.02327
1 SGD	0.47100	0.46629
1 THB	0.02062	0.01896
1 TND	0.55235	0.54474
1 TRY	0.52920	0.51752
1 USD	0.65322	0.63436
1 ZAR	0.08515	0.08102

F-133

Note 2 - Revenue

The comparable structure figures are calculated by excluding revenue from companies in the FNX, INFOTEC and DECISION SOFTWARE Inc. groups. INFOTEC and DECISION SOFTWARE Inc. were acquired during the second half of 2007. The FNX group, which was acquired on 28 February 2007, was not included in comparatives at comparable structure.

Revenue at constant exchange rates is calculated using June 2007 exchange rates.

• Revenue by business line and by region at constant exchange rates and at a comparable structure

€’000s	Six months ended 30 June 2008		Six months ended 30 June 2007	2008/2007		At constant exch. rates & Like-for- Like
Trading Solutions and Client Connectivity BL	70,550		70,831	(0	)%	5	%
France	14,195		13,241	7	%	7	%
UK	12,925		14,872	(13	)%	(0	)%
Emea	21,829		22,182	(2	)%	(1	)%
Asia	15,034		11,770	28	%	36	%
USA	6,567		8,766	(25	)%	(14	)%
Post Trade Derivatives BL	16,036		11,931	34	%	45	%
France	4,819		3,875	24	%	25	%
UK	4,722		2,635	79	%	106	%
Emea	1,815		1,421	28	%	28	%
Asia	1,391		884	57	%	63	%
USA	3,289		3,116	6	%	22	%
Capital Market Solutions BL	7,916		7,905	0	%	(10	)%
France	1,786		2,158	(17	)%	(2	)%
UK	324		213	52	%	0	%
Emea	16		23	(30	)%	0	%
Asia	1,665		1,176	42	%	0	%
USA	4,125		4,335	(5	)%	23	%
Post Trade Securities BL	3,968		3,597	10	%	23	%
France	43		0	0	%	0	%
UK	2,812		3,280	(14	)%	(2	)%
Emea	473		110	330	%	329	%
Asia	665		207	221	%	251	%
USA	(25	)	0	n/a		n/a
Information Services BL	7,645		n/a	n/a		n/a
France	130		n/a	n/a		n/a
UK	549		n/a	n/a		n/a
Emea	6,966		n/a	n/a		n/a
Asia	0		n/a	n/a		n/a
USA	0		n/a	n/a		n/a
Decision Software	2,093		n/a	n/a		n/a
France	0		n/a	n/a		n/a
UK	0		n/a	n/a		n/a
Emea	0		n/a	n/a		n/a
Asia	0		n/a	n/a		n/a
USA	2,093		n/a	n/a		n/a
Total turnover	108,208		94,264	15	%	10	%

F-134

Note 3 - Personnel costs

• Analysis of headcount by region

	Six months ended 30 June 2008	Six months ended 30 June 2007	Change in scope of consolidation	Like-for-Like	% change Like-for-Like		% change at current scope
France	463	454	0	463	2	%	2	%
UK	201	207	2	199	(4	)%	(3	)%
Emea	373	296	41	332	12	%	26	%
Asia	189	172	0	189	10	%	10	%
US	200	194	14	186	(4	)%	3	%
Total	1,426	1,323	57	1,369	3	%	8	%

Personnel costs are the Group’s largest cost item and accounted for 50.1% of the consolidated revenue as opposed to 51.7% in 2007.

The Group continues its efforts to reduce its personnel costs in conjunction with revenue.

€’000s	Six months ended 30 June 2008	Six months ended 30 June 2007
Fixed remuneration	34,952	32,561
Variable remuneration*	7,845	5,694
Social charges	11,410	10,469
Total	54,207	48,724

* Included in 2008 is a non-recurring bonus of €2.3m awarded to 20 or so Group managers.

Note 4 - Other operating costs

Other operating costs break down as follows:

	Six months ended
€’000s	Six months ended 30 June 2008	Six months ended 30 June 2007	% change 2008/2007
Telecommunication costs	3,373	2,918	16	%
GL Net and ASP site hosting costs	1,675	1,767	(5	)%
Acquisition of financial market information	7,973	3,888	105	%
Outsourcing and distribution fees to SIA	997	1,405	(29	)%
Outsourced consulting	282	114	148	%
Purchase of equipment charged to clients	654	680	(4	)%
Direct cost of sales	14,954	10,772	39	%
Rent and service charges	5,340	4,812	11	%
Travel and entertainment expenses	2,840	2,725	4	%
Advertising, trade fairs, promotions	723	789	(8	)%
Telephone	955	904	6	%
Recruitment, accounting, audit and legal fees	3,267	3,407	(4	)%
Temporary staff and IT outsourcing	1,316	1,545	(15	)%
Maintenance	337	376	(10	)%
Administrative supplies and minor items	530	370	43	%
Insurance	390	391	(0	)%
Taxes other than on income	1,006	1,012	(1	)%
Other costs	490	462	6	%
Total other costs	17,194	16,793	2	%

F-135

Changes in the first half of 2008 came mainly from the increase in financial and stock market data procurement costs (up €4,085,000). This increase was attributable to the acquisition in July 2007 of the INFOTEC group specialized in the distribution of financial data.

Other expenses varied in proportion to revenue owing notably to the external growth transactions completed in 2007. The acquisitions of the INFOTEC group and of DECISION SOFTWARE Inc. were completed during the second half of 2007. Since the acquisition of the FNX group was completed on 28 February 2007, only four months of activity were included in the interim 2007 consolidated financial statements.

Note 5 - Net financial income (loss)

€’000s	Six months ended 30 June 2008		Six months ended 30 June 2007
Proceeds from sale of marketable securities and other income	219		436
Income from cash and cash equivalents (A)	219		436
Interest and similar charges	(1,003	)	(668	)
Cost of debt (B)	(1,003	)	(668	)
Foreign exchange losses	(3,233	)	(1,450	)
Other	(886	)	(40	)
Other financial costs (C)	(4,119	)	(1,490	)
Foreign exchange gains	2,602		1,400
Other	334		29
Other financial income (D)	2,936		1,429
Net financial income/(loss) (A) + (B) + (C) + (D)	(1,967	)	(292	)

Net financial income/(loss) in the first half of 2008 totalled (€1.967 million) versus (€0.292 million) in the year-earlier period.

Foreign exchange differences resulted in a loss for the Group of €631,000 in the first half of 2008, compared with a loss of €50,000 in the first half of 2007.

Cost of debt during the first half of 2008 exceeded those incurred in the first half of 2007 by €335,000 following the borrowings arranged in February and November 2007 in order to finance the Group’s external growth.

The Other financial costs item primarily reflects the dividends paid to minority shareholders in Glesia, which were accounted for under goodwill in the previous year.

Note 6 - Income tax

€’000s	Six months ended 30 June 2008		Six months ended 30 June 2007
Consolidated pre-tax income	17,380		15,844
Theoretical tax rate (underlying rate applicable to parent company)	34.43	%	34.43	%
Theoretical tax charge	5,974		5,455
Difference in foreign company tax rates	(1,514	)	(311	)
Unused/uncapitalised tax losses for the year	176		217
Use of uncapitalised tax loss carryforwards	(327	)	0
Permanent differences	856		(278	)
Research tax credits	(633	)	0
Other	112		(80	)
Actual tax charge	4,644		4,842
Effective tax rate	26.77	%	32.82	%

F-136

Note 7 - Goodwill

Company (€’000s)	31 December 2007	Opening adjustment	Acquisition	Earn-out		Put option	Goodwill allocation	Deferred tax		Increase/ Decrease	Foreign exchange differences		30 June 2008
GL TRADE LTD	3,227										(233	)	2,994
GL TRADE AMERICAS INC.	9,834										(542	)	9,292
GL MULTIMEDI@ SA	1,075												1,075
GL TRADE BV	2,632												2,632
GL TRADE JAPAN KK	4,306												4,306
GLESIA	9,464												9,464
GL SETTLE LTD	7,578												7,578
GL TRADE SYSTEMS LTD HK	8,285												8,285
UBITRADE SA	18,283												18,283
GL SETTLE INC.	2,302										(148	)	2,154
EMOS SYSTEMS SAS	4,165										9		4,174
GL TRADE OVERSEAS INC.	8,060			(273	)						(524	)	7,262
FNX CORPORATION LTD	25,954	94		(1,496	)			(3,313	)		(1,580	)	19,658
INFOTEC SA	18,041							(6,396	)		550		12,195
DECISION SOFTWARE INC.	7,977										(528	)	7,449
Total	131,183	94	0	(1,769	)	0	0	(9,709	)	0	(2,996	)	116,801

GL TRADE OVERSEAS Inc.

The final earn-out payment to the former shareholders of GL OVERSEAS Inc. (previously NYFIX OVERSEAS Inc.) was made on 17 June 2008 amounting to US$2.296 million.

At 31 December 2007, the Group recognised US$2.714 million in respect of this earn-out payment.

FNX group

The GL TRADE group finalised its additional analysis concerning the allocation of the FNX goodwill to identifiable items separable from goodwill within the twelve-month period from the date of acquisition available under IFRS 3.

The goodwill value was impacted by an increase of US$143,000 following adjustments made to the opening balance sheet of the FNX group’s subsidiaries concerning current assets and a reduction of US$5.072 million deriving from the recognition of tax losses recognized prior to the acquisition of FNX LIMITED BUSINESS CORPORATION (see Note 12 on deferred tax assets).

In addition, the GL TRADE group revised its assumptions concerning the earn-out payment due to the former shareholders of the FNX group. It considers that no earn-out payment will have to be made and has recognised a reduction in goodwill of US$2.290 million.

INFOTEC group

The GL TRADE is currently carrying out additional analysis concerning the allocation of the INFOTEC goodwill to identifiable items separable from goodwill within the twelve-month period from the date of acquisition allowed under IFRS 3.

The goodwill value was impacted solely by the recognition of the tax losses recorded prior to the acquisition amounted by of CHF10.272 million (see Note 12 on deferred tax assets).

F-137

The assumptions concerning the measurement of the debt arising on the option to buy out minority shareholders were maintained, and the value recognised in goodwill stands at CHF4.239 million, which is identical to that recognised at 31 December 2007.

DECISION SOFTWARE Inc.

The acquisition of 100% of the shares in DECISION SOFTWARE Inc. on 16 November 2007 gave rise to the recognition of US$9.841 million in goodwill.

In parallel, the Group is conducting additional analyses to ensure that there are no other identifiable items separable from goodwill. Depending on the outcome, the value determined at 31 December 2007 may possibly be modified within the twelve-month period from the date of acquisition available under IFRS 3.

The acquisition agreement provides for an earn-out payment to be assessed based on projected revenue as at year-end 2008. At 31 December 2007, the Group set aside a provision for an earn-out payment of US$1.902 million. At 30 June 2008, this amount did not change.

Note 8 - Allocation of goodwill to the Cash-Generating Units

Goodwill allocated in €’000s	Trading Solutions & Client Connectivity	Post Trade Derivatives	Capital Market Solutions	Post Trade Securities	Information Services	Decision Software	Total
GL TRADE LTD		2,994					2,994
GL TRADE AMERICAS INC.	9,292						9,292
GL MULTIMEDI@ SA	1,075						1,075
GL TRADE BV	2,632						2,632
GL TRADE JAPAN KK	4,306						4,306
GLESIA	9,464						9,464
GL SETTLE LTD	2,173			5,405			7,578
GL TRADE SYSTEMS LTD HK	8,285						8,285
UBITRADE SA		13,750	4,533				18,283
GL SETTLE INC.			2,154				2,154
EMOS SYSTEMS SAS		4,174					4,174
GL TRADE OVERSEAS INC.	7,262						7,262
FNX CORPORATION LTD			19,658				19,658
INFOTEC SA					12,195		12,195
DECISION SOFTWARE INC.						7,449	7,449
Total	44,489	20,918	26,345	5,405	12,195	7,449	116,801

Impairment tests

Management did not find any indication of impairment in the goodwill recognised at 30 June 2008.

In accordance with IAS 36, the GL TRADE group did not conduct any impairment test as at 30 June 2008.

F-138

Note 9 - Other intangible assets

The €1 million increase in other intangible assets is primarily due to:

• the net change of €0.8 million in development costs,

• amortization of non-current assets arising from the allocation of goodwill, with a negative impact of €0.2 million,

• the net change of €0.1 million in production start-up costs for SAP software, and

• the remainder of €0.3 million, represents net acquisitions of office productivity and management software net of amortization.

Management did not identify any indication of impairment in the other intangible assets recognised at 30 June 2008.

In accordance with IAS 36, the GL TRADE group did not conduct any impairment test as at 30 June 2008.

Note 10 - Investments accounted for under the equity method

NEXFI

On 18 February 2008, GL TRADE SA acquired 30% of the shares in NEXFI for €2.670 million. The equity value was deducted from the value of the investment recognised according to the equity method at €162,000.

Note 11 - Earnings per share

	Six months ended	Six months ended
€’000s	30 June 2008	30 June 2007
Net income for the year (group share)	12,702	11,687
(A) Net income attributable to holders of ordinary shares	12,702	11,687
Opening number of ordinary shares in issue	9,610,261	9,601,221
Shares issued/(cancelled) during the period	0	6,320
Treasury shares	600	100
(B) Closing number of ordinary shares	9,609,661	9,607,641
Effect of options to issue	12,575	52,903
(C) Potential capital	9,622,236	9,660,544
(A)/(B) Earnings per share before dilution	1.32	1.22

At 30 June 2008, GL TRADE SA’s share capital stood at €293,056 divided into 9,610,261 fully paid shares belonging to a single category with a nominal value of €0.03.

Note 12 - Deferred tax assets

€’000s	As at 30 June 2008	As at 31 December 2007
Property and equipment	86	92
Tax loss carryforwards before acquisitions	9,309	102
Employee benefits	284	449
Provisions	47	63
Working capital items	1,050	903
Total	10,776	1,609

F-139

The Group recognised tax losses incurred prior to the acquisition of the FNX and INFOTEC groups in respective amounts of €3.217 million and €6.398 million in accordance with IAS 12.

When these tax losses are subsequently used, the Group will recognise a tax charge to neutralise the impact of these tax savings on the income statement. The assumptions used to measure these deferred tax assets were determined under a loss utilisation plan deemed to be the most likely at present.

Employee benefits comprise the tax on employee profit sharing and the employer contribution to be paid to French employees.

The deferred tax asset on Working Capital Requirements (WCR) items primarily comprise prepaid income and provisions for personnel costs in foreign subsidiaries.

Note 13 - Non-current financial liabilities

€’000s	As at 30 June 2008	As at 31 December 2007
Bank borrowings	13,200	17,700
Financial debts from option to buy out minority interests	7,459	9,909
Total	20,659	27,609

The assumptions used to measure the financial liabilities arising from the undertaking to buy out GLESIA are the same as those determined at 31 December 2007. An expense of €137,000 was recognised to take into account the discounting effect at 30 June 2008.

The financial debt representing the option to buy out the INFOTEC group’s minority interest was reclassified from non-current financial liabilities to current financial liabilities.

Note 14 - Deferred tax liabilities

€’000s	As at 30 June 2008	As at 31 December 2007
Intangible assets	1,633	1,419
Financial assets	67	0
Employee benefits	12	30
Provisions	1,102	1,092
Other	460	266
Total	3,274	2,807

Deferred tax liabilities on intangible assets comprise €1,328,000 from the capitalisation of R&D costs and €305,000 from the allocation of goodwill.

Of the deferred tax liabilities on provisions, €730,000 comprise the tax impact on the elimination of intercompany provisions for the INFOTEC group.

Note 15 - Employee benefits

In accordance with IAS 19 and Group policy the GL TRADE Group did not carry out an actuarial assessment as at 30 June 2008.

F-140

Note 16 - Current financial liabilities

€’000s	As at 30 June 2008	As at 31 December 2007
Bank borrowings	16,803	18,688
Financial debt from option to buy out minority interests	2,720	0
Other borrowings	8,254	4,309
Total	27,777	22,997

Bank borrowings represent outstanding borrowings repayable in less than one year.

During the first half of 2008, GL TRADE SA repaid its bank borrowings for an amount of €7 million, compared with €3.3 million during the first half of 2007. The Group arranged a €4 million borrowing from NYSE Euronext.

The GL TRADE group recognised under current financial liabilities its undertaking to buy out INFOTEC Group’s minority interest in accordance with IAS 32 § 23 and AG 29. The debt recognised at 30 June 2008 amounted to €2,720,000. This financial liability was valued at the exercise price of the option determined in line with contractually agreed criteria and represents the discounted fair value of the minority shareholders’ investment in the INFOTEC group.

The valuation assumptions are identical to those as at 31 December 2007. The change in liability was recognised through an adjustment to goodwill. A financial expense of €54,000 was recognised to take into account the discounting effect as at 30 June 2008.

Note 17 - Trade payables, other payables and current tax liabilities

€’000s	As at 30 June 2008	As at 31 December 2007
Trade payables	13,250	16,808
Current tax liabilities	2,960	2,669
Advances and deposits received	8,275	6,086
Social security contributions	16,551	17,475
Tax liabilities	5,010	6,953
Other liabilities	14,997	3,769
Total	61,043	53,761

Other liabilities include the €12,493,000 in dividend payments due to 11 July 2008. This item also includes an amount held in escrow and the earn-out payment due to DECISION SOFTWARE Inc’s shareholders which respectively amounts to €455,000 and €1,231,000.

Note 18 - Litigation

In September 2005, US company Trading Technologies (TT) confirmed its claim against GL TRADE SA and GL TRADE Americas Inc before the Illinois Court, accusing the companies of having included in their software elements that TT claims were protected by its US patents. This claim follows a dozen other claims launched against some of its competitors and clients.

The proceedings are ongoing. To date, the plaintiff’s demands have not been quantified. The GL TRADE SA group, created several years before TT, believes that it has substantial prior art that would be an important point in its defence. Accordingly, no provision was set aside to cover this claim in the financial statements at 30 June 2008.

F-141

The legal fees recognised in relation to this dispute in the first half of 2008 amounted to €401,000.

The Group has not identified any other unprovisioned risks, litigation or exceptional event liable to have an impact on the Group’s financial position.

Note 19 - Segment reporting

Primary segment reporting format: by business line

	Trading Solutions / Client Connectivity				Post Trade Derivatives				Post Trade Securities				Capital Market Solutions				Information Services			Decision Software			Total
€’000s	Jun-08		Jun-07		Jun-08		Jun-07		Jun-08		Jun-07		Jun-08		Jun-07		Jun-08		Jun-07	Jun-08		Jun-07	Jun-08		Jun-07
Income statement items
Revenue	70,549		70,831		16,036		11,931		3,968		3,597		7,916		7,905		7,645		n/a	2,093		n/a	108,208		94,264
Operating income (before amortisation of intangible assets created through business combinations)	13,150		13,649		5,806		2,589		871		371		-625		-56		-346		n/a	701		n/a	19,556		16,553
Percentage	18.6	%	19.0	%	36.2	%	22.0	%	21.9	%	10.0	%	-7.9	%	-1.0	%	-4.5	%	n/a	33.5	%	n/a	18.1	%	17.6	%

Note 20 - Related party information

At 30 June 2008, GL TRADE SA was 55.2% owned by Holding Financière Montmartre, in which the NYSE Euronext group owns a 57.77% stake. The NYSE Euronext group also directly owns an 8.2% stake in GL TRADE SA. The GL TRADE sub-group is fully consolidated by the NYSE Euronext group.

GL TRADE group’s ultimate parent company is NYSE Euronext, 11 Wall Street, New York, New York 10005.

The founders and current directors of the GL TRADE group, Messrs Gatignol, Laurent and Morin, own 42.23% of Holding Financière Montmartre.

GL TRADE Group: Related party transactions

	30 June 2008				30 June 2007
€’000s	Expense	Income	Loans	Borrowings	Expense	Income	Loans	Borrowings
Directors(1)
NYSE Euronext group(2)(3)	865			8,057	349	115
Holding Financière Montmartre		1		3		5
Logic Invest
Total	865	1	0	8,060	349	120	0	0

(1) Excluding salary and director’s remuneration

(2) Services provided as part of the normal business activities of the two entities.

(3) Borrowings: a short-term (1 yr.) credit line for €10 million taken out in November 2007, with which GL TRADE can draw down and repay at its convenience. The terms and conditions of this credit line are comparable to those of the recent borrowings GL TRADE has contracted with its bankers.

Transactions between GL TRADE SA and its subsidiaries, which are related parties, were eliminated during the consolidation process and are not presented in this note.

F-142

Note 21 - Commitments

Covenants

• Calyon and Crédit Lyonnais borrowings

Under the two loan agreements with CALYON and CRÉDIT LYONNAIS for an initial total of €22 million, GL TRADE SA gave undertakings to these two companies that for the durations of the agreements and until full repayment of the amounts due:

• it would not grant nor allow to be granted by one or more of its major subsidiaries any lien or real or personal guarantee against any present or future borrowing without the prior agreement of the majority of the Banks and without granting to these lenders at the same time the same lien or guarantee having the same ranking and covering repayment of all amounts that might fall due under the loan agreement,

• it would ensure that at the end of each financial year consolidated net debt shall be no more than:

• one times net shareholders’ equity;

• two times consolidated EBITDA (earnings before interest, tax, depreciation and amortisation).

• HSBC borrowing

As a guarantee for the borrowing from HSBC France to finance the acquisition of the FNX Group, GL TRADE SA has pledged 30% of its shares in GL TRADE Holdings Inc., as collateral against the loan principal of €13 million.

In addition, GL TRADE SA undertook to maintain the ratio of total gross medium- and long-term debt and restated lease commitments to equity at less than 1 to 1, and the ratio of total gross medium- and long-term debt and restated lease commitments to EBITDA at less than 3 to 1.

• SOCIÉTÉ GÉNÉRALE borrowing

Under the borrowing agreement contracted with SOCIÉTÉ GÉNÉRALE to finance the acquisition of the FNX group, GL TRADE SA undertook that at each consolidated accounts approval date:

• consolidated net debt to equity would be maintained at 1 to 1 or lower;

• the ratio of its consolidated net debt to consolidated gross operating income would remain below 3.5;

• consolidated net equity to consolidated total assets would remain above 20%;

• consolidated net cash would remain above €15 million.

All these covenants were met at as at 31 December 2007.

Early redemption of LCL and CALYON loans

GL TRADE SA may, at each interest payment date, make a full early reimbursement of the borrowing, solely by making payment to the banks of:

• the outstanding principal due under the loan,

• accrued interest on the loan,

• the re-application indemnity due under the loan agreement,

• all other sums due under the loan agreement.

F-143

Contingent liabilities

GLESIA:

As part of SIA’s purchase of an equity stake in GLESIA, formerly GL TRADE Italia, GL TRADE SA (51% owner) and SIA (49% owner) renewed their agreement for a three-year period from 1 January 2007, with the following main provisions:

• SIA granted GLESIA non-exclusive distribution rights for its GAM and FinestWay products;

• SIA provided GLESIA with all Facility Management and Help Desk services.

The General Meeting of Shareholders held in April 2008 for the 2007 financial year approved the payment of a €1,379,000 dividend, of which €703,000 was for GL TRADE SA. It was paid out in May 2008. There are no further preferred dividends to be paid from the 2007 financial year onwards.

As a reminder, under the terms of the new agreement, SIA and GL TRADE SA agreed that if one of the parties decides to terminate the agreement, SIA will sell its shares in Glesia, and GL TRADE SA will be obliged to purchase them at a price determined as follows: (0.49 x EBIT x n—net liabilities), where n is 4.2x if GL TRADE SA terminates the contract and 2.5x if SIA terminates the contract. This commitment was recognised under the Group’s non-current financial liabilities.

FNX group

Earn-out clause

The acquisition price for FNX will be increased by an amount based on 2007 revenue, backlog and 2008 FNX group, and GL Settle Inc.’s revenue.

This earn-out payment is capped at a maximum of US$5,000,000 at year-end 2007. Given the results recorded by the FNX business, no earn-out payment is due in respect of this period.

The earn-out payment is capped at a maximum of US$7,500,000 at year-end 2008 and payable during the second quarter of 2009. At 31 December 2007, a liability of US$2,500,000, i.e. €1,698,000, was recognised in respect of this item (excluding the unwinding of the discount). The discounted value of the liability stood at €1,607,000 at 31 December 2007. Given the results recorded by the FNX business, no provision was booked for an earn-out payment at 30 June 2008. The existing liability at 31 December 2007 was cancelled.

FERMAT

Earn-out clause

The disposal price set in the sale agreement for FERMAT distribution agreement will be increased by 10% of the amount of services performed in 2007 by the FERMAT group in Germany and Austria, or for its existing customers at the date of the discontinuation of the business, capped at €500,000. Where appropriate, Fermat will make any earn-out payment during the first half of 2008.

A balance of €250,000 on the initial price is also due by FERMAT in the first quarter of 2009. At this stage of the year, no earn-out payments have been recognised in the financial statements.

INFOTEC group

Put Option clause

On 1 July 2007, GL TRADE SA acquired more than 90% of the shares in Swiss company INFOTEC SA. Each minority shareholder undertook to sell its shares on the terms set out below, and GL TRADE SA took a put option to buy out the Infotec SA shares held by minorities in 2009.

F-144

The share disposal price depends on the turnover growth of the INFOTEC business in 2007 and 2008, and on EBIT margin for 2008.

The total consideration for the shares may not exceed CHF6 million and will be paid in the second quarter of 2009.

At 30 June 2008, this liability was recognised at a value of CHF4.5 million, i.e. €2,803,000 (excluding the discounting effect) in the Group’s financial statements. The discounted value of this liability amounts to €2,720,000 at 30 June 2008.

The merger of INFOTEC SA into GL TRADE Suisse SA, formerly GL TRADE Schweiz AG, did not change the terms of the undertaking.

DECISION SOFTWARe Inc.

Earn-out clause

The acquisition price will be increased by an amount depending on revenue from new contracts signed in 2008 and is capped at US$2 million.

At 30 June 2008, a US$2m liability, i.e. €1,269,000, was recognised (excluding the discounting effect). The discounted value of this liability stands at €1,231,000 at 30 June 2008. The definitive amount will be payable in the first quarter of 2009.

NEXFI

Promise to sell

In connection with the acquisition of a 30% interest in NEXFI by GL TRADE SA, a shareholders’ agreement was signed on 18 February 2008. In Article 3 of which NEXFI’s Founders have a put option to sell to GL all their shares in GL TRADE SA.

It is stated that this promise to sell granted by the founders will have to be exercised by GL TRADE SA during the second quarter of 2010, with the effective sale of the shares taking place during the first half of 2011 within 15 days of the approval of NEXFI’s financial statements for the year ending on 31 December 2010.

The cost of each Share will be correspond to the value of NEXFI group, to be calculated by multiplying the 2010 financial year revenue, in line with GL’s GAAP, by a factor (“the Multiple”) as described in the shareholders’ agreement, adjusted by the amount of Nexfi’s working capital at the date on which the transaction took place, this value will be divided by the total number of Shares in NEXFI’s share capital at the completion date of the transaction.

To the best of the Company’s knowledge, there are no significant off-balance sheet commitments other than those presented in this note.

Note 22 - Events occurring after the balance sheet date

• On 1 October 2008, SunGard Data Systems Inc., a global leader in software and processing solutions for financial services, higher education and the public sector, completed its acquisition of a majority interest in GL TRADE. SunGard acquired from Euronext Paris S.A. and GL TRADE’s three founders, Messrs. Pierre Gatignol, Louis-Christophe Laurent and Frédéric Morin, together with entities controlled by them, 6,200,030 shares of GL TRADE, representing 64.51% of GL TRADE’s share capital, at a price of €41.70 per share. The transaction puts a value of €400.7 million on 100% of GL TRADE’s share capital (excluding the effect of outstanding stock options).

F-145

In accordance with the AMF General Regulation (“règlement général de l’AMF”), Paris-based Oddo Corporate Finance launched on SunGard’s behalf an all-cash tender offer under the simplified procedure (“offre publique d’achat simplifiée”) for the remainder of GL TRADE’s share capital at the same price of €41.70 per share. At 28 November 2008, SunGard owns approximately 99% of GL TRADE.

• In connection with SunGard’s acquisition of GL Trade, the loan from the parent company, EURONEXT PARIS, was fully repaid.

F-146

SUNGARD DATA SYSTEMS INC.

UNAUDITED PRO FORMA COMBINED CONDENSED FINANCIAL DATA

The following unaudited pro forma combined condensed financial data of SunGard Data Systems Inc. as of December 31, 2008 have been derived by applying pro forma adjustments attributable to the GL TRADE S.A. acquisition and related debt financing (the “Transactions”) to our historical audited financial statements. We have based our unaudited pro forma adjustments upon available information and assumptions that we consider reasonable under the circumstances. Our unaudited pro forma combined condensed financial data is not necessarily indicative of what our actual financial position or results of operations would have been had the Transactions occurred for the period indicated, nor does it purport to represent our future results of operations.

The unaudited pro forma combined condensed statement of operations data for the year ended December 31, 2008 gives effect to the Transactions as if they were consummated on January 1, 2008. Assumptions underlying the pro forma adjustments are described in the accompanying notes, which should be read in conjunction with this unaudited pro forma combined condensed financial data.

In our unaudited pro forma combined condensed financial data, we have accounted for the GL TRADE S.A. acquisition as a purchase in accordance with SFAS No. 141, “Business Combinations.” Under purchase accounting, the total acquisition consideration is allocated to our assets and liabilities based upon preliminary estimates of fair value. The final allocations of acquisition consideration will be based on management’s final valuation analyses, which we expect to be completed in mid-2009. Any adjustments based on these final valuation analyses may change the allocations of the acquisition consideration, which could affect the fair value assigned to our assets and liabilities and could result in a material change to the unaudited pro forma combined condensed financial data.

The unaudited pro forma combined condensed financial data is presented for information purposes only and should be read in conjunction with “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the historical financial statements and related notes of SunGard Data Systems Inc. and the historical financial statements and related notes of GL TRADE S.A. included elsewhere herein.

P-1

SunGard Data Systems Inc.

Pro Forma Combined Condensed Statement of Operations

For the Year Ended December 31, 2008

(Unaudited)

(in millions)	Historical GL TRADE (1)			Historical GL TRADE (1)			Historical SunGard (2)			Pro Forma Adjustments (3)			Pro Forma Combined
Exchange Rate				$	1.51752
Revenues	€	154		$	234		$	5,596		$	—		$	5,830
Operating expenses		127			193			5,126			27	(4)		5,346
Income from operations		27			41			470			(27	)		484
Interest income		—			—			18						18
Interest expense and amortization of deferred financing fees		(2	)		(3	)		(599	)		(73	) (5)		(675	)
Other expense		—			—			(93	)		—			(93	)
Income (loss) before income taxes		25			38			(204	)		(100	)		(266	)
Provision (benefit) for income taxes		7			11			38			(35	) (6)		14
Net income (loss)	€	18		$	27		$	(242	)	$	(65	)	$	(280	)

P-2

SunGard Data Systems Inc.

Notes to Unaudited Pro Forma Combined Condensed Financial Data

(Unaudited)

The pro forma combined condensed financial information is presented for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the companies had been combined during the period presented or the results that may be obtained in the future.

Note 1 – GL TRADE Historical Financial Information

GL TRADE S.A. (GL TRADE) has a calendar yearend. GL TRADE’s financial position and results of operations have been translated into English from previously issued financial statements. The GL TRADE financial data included in this pro forma combined condensed financial data is prepared in accordance with accounting principles generally accepted in the United States. This financial data is derived from GL TRADE’s historical financial statements, which have been prepared in accordance with the International Financial Reporting Standards (IFRS) as issued by the IASB and in accordance with IFRS adopted by the European Union. SunGard has concluded that there are no material differences between GL TRADE’s financial position and results of operations under IFRS compared to accounting principles generally accepted in the United States. Historical GL Trade amounts were converted to US dollars using the average exchange rates during the period for the Pro Forma Combined Condensed Statement of Operations. GL TRADE’s historical results are for the nine months ended September 30, 2008.

Note 2 – SunGard Historical Financial Information

SunGard’s historical financial information as previously filed with the Securities and Exchange Commission which includes the results of GL TRADE from October 1, 2008 through December 31, 2008.

Note 3 – Allocation of the purchase price

The allocation of the estimated $629 million purchase price is preliminary and is subject to change based on the completion of independent appraisals of intangible assets, actual costs as compared with estimated costs used in the preliminary purchase price allocation, and completion of financial information as of October 1, 2008, the date of closing of the acquisition. The finalization of the allocation of the purchase price which we expect to be completed in mid-2009 will result in adjustment to certain assets acquired and liabilities assumed, with an offsetting increase or decrease to goodwill, and could impact amortization of acquisition-related intangible assets and therefore results of operations.

Note 4 – Other tangible and intangible assets

The Company is completing its determination of the fair values of certain acquired technology, contracts, customer relationships and trade name. To assist with this determination, the Company has engaged an independent appraisal firm. The estimated fair values and useful lives of identified 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. The fair value of these intangible assets will be amortized, on a straight line basis, over their estimated useful lives, which for software, customer base and trade name, we currently estimate to be approximately seven years, ten years and ten years, respectively. In accordance with Statement of Financial Accounting Standards Number 142, goodwill is not amortized and will be evaluated for impairment. Deferred income taxes have been provided for the step-up in basis of intangible assets excluding goodwill.

Note 5 – Financing of the acquisition

In connection with the acquisition of GL TRADE, SunGard borrowed $500 million under a secured incremental credit facility and $500 million through issuance of Senior unsecured notes. The interest rate of credit facility debt will adjust periodically. For purposes of the pro forma financial statements, the weighted interest rate on the debt is assumed to be approximately 9.2%. For every one-eighth percent adjustment to the interest rate, interest expense increases or decreases by $1.25 million per year and net income increases or decreases by $0.8 million per year. The pro forma rules require using current borrowing rates and do not reflect rates that would have been charged during the periods presented. In addition, estimated fees associated with the financing of the acquisition have been capitalized and will be amortized over the relevant period of the debt.

Note 6 – Income taxes

Assumes an effective income tax rate equal to the statutory rates in France and the US, as appropriate. The actual effective tax rate may be different due to the mix of income from different jurisdictions.

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