8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

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

Date of Report (Date of earliest event reported): March 15, 2010

Commission file numbers:
SunGard Capital Corp.     000-53653
SunGard Capital Corp.II   000-53654
SunGard Data Systems Inc.  1-12989

SunGard^® Capital Corp.
SunGard^® Capital Corp. II
SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware
Delaware
Delaware
(State or other jurisdiction of
incorporation or organization) 20-3059890
20-3060101
51-0267091
(IRS Employer
Identification No.)

Not Applicable
(Former Name and Former Address, if Changed Since Last Report)

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

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

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

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

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

Item 2.02. Results of Operations and Financial Condition.

SunGard Data Systems Inc. (“SunGard”) is an indirect wholly owned subsidiary of SunGard Capital Corp. II, which is a subsidiary of SunGard Capital Corp. On March 15, 2010, SunGard issued a press release announcing its financial results for the year ended December 31, 2009. After releasing annual earnings on March 15, 2010, SunGard identified an error in its accounting for the income tax benefit associated with the goodwill impairment. As a result, the reported benefit from income taxes in both the three months and twelve months ended December 31, 2009 was understated by $52 million. The correction also impacts the deferred income taxes line item on the Consolidated Condensed Balance Sheets as well as Note 1 of the Notes to Consolidated Condensed Financial Information in the earnings release. A reconciliation of the originally reported amounts to the as adjusted amounts is attached to this filing as Exhibit 99.1.

The information in this Item 2.02, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1:   Adjusted Earnings Release Financial Statements

SIGNATURES

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

	SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP. II
Date: March 24, 2010	By:	/s/ Robert F. Woods
		Robert F. Woods
		Executive Vice President and Chief Financial Officer

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

	SUNGARD DATA SYSTEMS INC.
Date: March 24, 2010	By:	/s/ Robert F. Woods
		Robert F. Woods
		Senior Vice President-Finance and Chief Financial Officer

EXHIBIT INDEX

The following is a list of Exhibits furnished with this report.

Exhibit No.	Description
99.1:	Adjusted Earnings Release Financial Statements

EX-99.1

Exhibit 99.1

SunGard Data Systems Inc.
Consolidated Statements of Operations
(in millions)

	Three Months Ended December 31, 2009
	As Originally
	Reported			Adjustment		As Adjusted
Revenue:
Services	$	1,274		$	—	$	1,274
License and resale fees		148			—		148
Total products and services		1,422			—		1,422
Reimbursed expenses		45			—		45
		1,467			—		1,467
Costs and expenses:
Cost of sales and direct operating		671			—		671
Sales, marketing and administration		320			—		320
Product development		77			—		77
Depreciation and amortization		76			—		76
Amortization of acquisition-related intangible assets		136			—		136
Goodwill impairment charge and merger costs		1,129			—		1,129
		2,409			—		2,409
Income (loss) from operations		(942	)		—		(942	)
Interest income		1			—		1
Interest expense and amortization of deferred financing fees		(166	)		—		(166	)
Other income (expense)		9			—		9
Loss before income taxes		(1,098	)		—		(1,098	)
Benefit from (provision for) income taxes		9			52		61
Net loss	$	(1,089	)	$	52	$	(1,037	)

SunGard Data Systems Inc.
Consolidated Statements of Operations
(in millions)

	Twelve Months Ended December 31, 2009
	As Originally
	Reported			Adjustment		As Adjusted
Revenue:
Services	$	4,961		$	—	$	4,961
License and resale fees		384			—		384
Total products and services		5,345			—		5,345
Reimbursed expenses		163			—		163
		5,508			—		5,508
Costs and expenses:
Cost of sales and direct operating		2,709			—		2,709
Sales, marketing and administration		1,112			—		1,112
Product development		302			—		302
Depreciation and amortization		291			—		291
Amortization of acquisition-related intangible assets		540			—		540
Goodwill impairment charge and merger costs		1,130			—		1,130
		6,084			—		6,084
Income (loss) from operations		(576	)		—		(576	)
Interest income		7			—		7
Interest expense and amortization of deferred financing fees		(637	)		—		(637	)
Other income (expense)		15			—		15
Loss before income taxes		(1,191	)		—		(1,191	)
Benefit from (provision for) income taxes		21			52		73
Net loss	$	(1,170	)	$	52	$	(1,118	)

See Notes to Consolidated Condensed Financial Information.

SunGard Data Systems Inc.
Consolidated Condensed Balance Sheets
(in millions)

	December 31, 2009
	As Originally
	Reported		Adjustment			As Adjusted
Assets:
Current:
Cash and cash equivalents	$	664	$	—		$	664
Accounts receivable, net		1,136		—			1,136
Clearing broker assets		332		—			332
Prepaid expenses and other current assets		211		—			211
Total current assets		2,343		—			2,343
Property and equipment, net		925		—			925
Software products, net		1,020		—			1,020
Customer base, net		2,294		—			2,294
Other assets, net		1,220		—			1,220
Goodwill		6,178		—			6,178
Total Assets	$	13,980	$	—		$	13,980
Liabilities and Stockholder’s Equity:
Current:
Short-term and current portion of long-term debt	$	64	$	—		$	64
Accounts payable and accrued expenses		950		—			950
Clearing broker liabilities		294		—			294
Deferred revenue		1,040		—			1,040
Total current liabilities		2,348		—			2,348
Long-term debt		8,251		—			8,251
Deferred income taxes		1,366		(52	)		1,314
Total liabilities		11,965		(52	)		11,913
Stockholder’s equity		2,015		52			2,067
Total Liabilities and Stockholder’s Equity	$	13,980	$	—		$	13,980

See Notes to Consolidated Condensed Financial Information.

SunGard Data Systems Inc.
Notes to Consolidated Condensed Financial Information

Note 1. Reconciliation of Net Income (Loss) to EBITDA and Reconciliation of EBITDA to Adjusted EBITDA

EBITDA represents net income (loss) before interest expense, income taxes, depreciation and amortization and goodwill impairment. Adjusted EBITDA is defined as EBITDA further adjusted to give effect to certain items that are required in calculating covenant compliance under our senior and senior subordinated notes as well as under our senior secured credit facilities, which were entered into in August 2005 and our senior notes entered into in September 2008. Adjusted EBITDA is calculated by subtracting from or adding to EBITDA items of income or expense described below. EBITDA and Adjusted EBITDA are not recognized terms under generally accepted accounting principles (GAAP). EBITDA and Adjusted EBITDA do not represent net income (loss), as that term is defined under GAAP, and should not be considered as an alternative to net income (loss) as an indicator of our operating performance. Additionally, EBITDA and Adjusted EBITDA are not intended to be measures of free cash flow available for management or discretionary use as such measures do not consider certain cash requirements such as capital expenditures (including capitalized software expense), tax payments and debt service requirements. SunGard considers EBITDA and Adjusted EBITDA to be key indicators of our ability to pay our debt. EBITDA and Adjusted EBITDA as presented herein are not necessarily comparable to similarly titled measures. The following is a reconciliation of EBITDA and Adjusted EBITDA to net income (loss), the GAAP measure we believe to be most directly comparable to EBITDA and Adjusted EBITDA. Further information regarding this reconciliation is included in our periodic filings with the U.S. Securities and Exchange Commission.

	Three Months Ended December 31, 2009
	As Originally
(in millions)	Reported			Adjustment			As Adjusted
Net loss	$	(1,089	)	$	52		$	(1,037	)
Interest expense, net		165			—			165
Income tax (benefit) expense		(9	)		(52	)		(61	)
Depreciation and amortization		212			—			212
Goodwill impairment charge		1,126			—			1,126
EBITDA		405			—			405
Purchase accounting adjustments		4			—			4
Non-cash charges		11			—			11
Restructuring and other charges		21			—			21
Adjusted EBITDA — senior secured credit facilities		441						441
Loss on sale of receivables		—			—			—
Adjusted EBITDA — senior notes due 2013 and 2015 and senior subordinated notes due 2015	$	441		$	—		$	441

	Twelve Months Ended December 31, 2009
	As Originally
(in millions)	Reported			Adjustment			As Adjusted
Net loss	$	(1,170	)	$	52		$	(1,118	)
Interest expense, net		630			—			630
Income tax expense (benefit)		(21	)		(52	)		(73	)
Depreciation and amortization		831			—			831
Goodwill impairment charge		1,126			—			1,126
EBITDA		1,396			—			1,396
Purchase accounting adjustments		17			—			17
Non-cash charges		36			—			36
Restructuring and other charges		42			—			42
Pro forma expense savings related to acquisitions		3			—			3
Other		5			—			5
Adjusted EBITDA — senior secured credit facilities		1,499						1,499
Loss on sale of receivables		—			—			—
Adjusted EBITDA — senior notes due 2013 and 2015 and senior subordinated notes due 2015	$	1,499		$	—		$	1,499

SunGard Data Systems Inc.
Notes to Consolidated Condensed Financial Information

Note 2. Reconciliation of Income from Operations to Adjusted Income from Operations

Adjusted income from operations represents income from operations adjusted for goodwill impairment charges, amortization of acquisition-related intangible assets, merger costs, purchase accounting adjustments for deferred revenue, stock-based compensation expense and management fee expense. Adjusted income from operations is not a recognized term under generally accepted accounting principles (GAAP). Adjusted income from operations does not represent income from operations, as that term is defined under GAAP, and should not be considered as an alternative to income from operations as an indicator of our operating performance. We have included information concerning adjusted income from operations because we use such information when evaluating income from operations to better evaluate the underlying performance of the Company. Adjusted income from operations as presented herein is not necessarily comparable to similarly titled measures. The following is a reconciliation between adjusted income from operations and income from operations, the GAAP measure we believe to be most directly comparable to adjusted income from operations.

	Three Months Ended December 31, 2009
	As Originally
(in millions)	Reported			Adjustment		As Adjusted
Income (loss) from operations	$	(942	)	$	—	$	(942	)
Amortization of acquisition-related intangible assets		136			—		136
Goodwill impairment charge		1,126			—		1,126
Merger costs		3			—		3
Purchase accounting adjustments		4			—		4
Stock-based compensation and other costs		15			—		15
Adjusted income from operations	$	342		$	—	$	342

	Twelve Months Ended December 31, 2009
	As Originally
(in millions)	Reported			Adjustment		As Adjusted
Income (loss) from operations	$	(576	)	$	—	$	(576	)
Amortization of acquisition-related intangible assets		540			—		540
Goodwill impairment charge		1,126			—		1,126
Merger costs		4			—		4
Purchase accounting adjustments		17			—		17
Stock-based compensation and other costs		48			—		48
Adjusted income from operations	$	1,159		$	—	$	1,159

SunGard Data Systems Inc.
Notes to Consolidated Condensed Financial Information

Note 3. Impact of Broker/Dealer on Organic Revenue Growth

The Company defines organic revenue as revenue from businesses owned for at least one year and excluding revenue from businesses sold in the previous twelve months further adjusted to remove the impact of changes in currency exchange rates. When assessing its financial results, the Company focuses on organic revenue because reported revenue is affected by the timing and magnitude of acquisitions, dispositions and currency. Beginning in 2007, the Company began to experience significant revenue growth in one of our trading systems businesses, a broker/dealer business with inherently lower margins than the rest of the financial systems business, and whose revenue is a function of market volatility and customer mix. Reported revenue and organic revenue growth with and without the broker/dealer business for the total Company and Financial Systems for 2008 and 2009 follows:

	Twelve Months Ended December 31, 2009
	As Originally
	Reported			Adjustment		As Adjusted
Revenue growth as reported:
Total SunGard		-2	%		—		-2	%
Financial Systems		—	%		—		—	%
Organic revenue growth:
Total SunGard		-3	%		—		-3	%
Financial Systems		-5	%		—		-5	%
Organic revenue growth without broker/dealer business:
Total SunGard		-3	%		—		-3	%
Financial Systems		-6	%		—		-6	%