8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 12, 2004

SunGard^® Data Systems Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	1-12989	51-0267091
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

680 East Swedesford Road, Wayne, Pennsylvania	19087
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

(Former Name and Former Address, if Changed Since Last Report)

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits

Exhibits.

99.1:    Press Release, dated January 12, 2004, issued by SunGard Data Systems Inc.

Item 9. Regulation FD Disclosure

This information set forth under “Item 9. Regulation FD Disclosure” shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

On January 12, 2004, SunGard Data Systems Inc. issued a press release announcing a private offering of senior notes. A copy of the press release is furnished as Exhibit 99.1 to this report. In connection with the offering, SunGard disclosed the following information:

	Year Ended December 31,										Nine Months Ended September 30,
	1998		1999		2000		2001		2002		2002		2003
	(in thousands)
EBITDA	$	333,872	$	314,726	$	481,324	$	563,152	$	816,024	$	582,721	$	665,510

EBITDA is defined as net income before (i) interest income and expense, (ii) income taxes and (iii) depreciation and amortization (including amortization of acquisition-related intangible assets). Management believes that this presentation of EBITDA provides useful information regarding our results of operations because it assists in analyzing and benchmarking the performance and value of our business. Although we use EBITDA as a financial measure to assess the performance of our business, the use of EBITDA is limited because it does not include certain material costs, such as depreciation, amortization and taxes, necessary to operate our business. EBITDA should be considered in addition to, and not as a substitute for, net income as calculated in accordance with GAAP as a measure of performance.

A reconciliation of EBITDA to net income follows:

	Year Ended December 31,															Nine Months Ended September 30,
	1998			1999			2000			2001			2002			2002			2003
	(in thousands)
Reconciliation of EBITDA to Net Income:
EBITDA	$	333,872		$	314,726		$	481,324		$	563,152		$	816,024		$	582,721		$	665,510
Depreciation and amortization		(71,453	)		(76,843	)		(88,708	)		(108,972	)		(202,963	)		(148,360	)		(168,708	)
Amortization of acquisition-related intangible assets		(44,441	)		(45,202	)		(57,354	)		(66,860	)		(65,098	)		(47,782	)		(63,721	)
Interest income		9,742			16,862			23,745			26,793			8,408			6,253			4,289
Interest expense		(2,398	)		(2,321	)		(2,241	)		(3,641	)		(13,074	)		(10,596	)		(7,854	)
Income taxes(a)		(93,546	)		(123,402	)		(143,794	)		(164,417	)		(217,656	)		(152,453	)		(171,232	)
Net income	$	131,776		$	83,820		$	212,972		$	246,055		$	325,641		$	229,783		$	258,284

(a) Includes income taxes of $6,096 in 1999 relating to income from an extraordinary item.

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 DATA SYSTEMS INC.
Date:	January 12, 2004	By:	/S/    MICHAEL J. RUANE
			Michael J. Ruane 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	Press Release, dated January 12, 2004, issued by SunGard Data Systems Inc.

4

EX-99.1

EXHIBT 99.1

January 12, 2004
Madeline Hopkins	Michael Ruane
(484) 582-5506	(484) 582-5405

SUNGARD ANNOUNCES $500 MILLION SENIOR NOTES OFFERING

Wayne, PA — SunGard Data Systems Inc. (NYSE:SDS) announced today its intention to offer $500 million aggregate principal amount of unsecured senior notes.

SunGard intends to use the net proceeds from this offering, together with bank borrowings and internally-generated cash, for acquisitions, and for other general corporate purposes. Pending such use, the proceeds will be invested in short-term interest bearing investments.

The notes have not been registered under the Securities Act of 1933 (the “Act”). Accordingly, the notes may not be offered or sold in the United States or to U.S. persons absent registration or an applicable exemption from registration under the Act.

About SunGard

SunGard is a global leader in integrated IT solutions for financial services. SunGard is also the pioneer and leading provider of information availability services. SunGard serves more than 20,000 clients in over 50 countries, including 47 of the world’s 50 largest financial services companies. SunGard (NYSE:SDS) is a member of the S&P 500 and has annual revenues of more than $2 billion. Visit SunGard at www.sungard.com.

“Safe Harbor” Statement under Private Securities Litigation Reform Act of 1995

Certain of the matters we discuss in this press release, including the likelihood of completion and expected terms of the financing, 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. These forward-looking statements are subject to risks and uncertainties that may change at any time, and, therefore, 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 actual results. Some of the factors that we believe could affect our results include: general economic and market conditions, including the lingering effects of the economic slowdown on information technology spending levels, trading volumes and services revenues, and including the fact that the economic slowdown has left many companies with excess data center capacity that provides them with the capability for in-house high-availability solutions; the overall condition of the financial services industry, including the effect of any further consolidation among financial services firms, and including the market and credit risks associated with clearing broker operations; the integration and performance of acquired businesses and the prospects for future acquisitions; the effect of war, terrorism or catastrophic events; the timing and magnitude of software sales; the timing and scope of technological advances; the ability to retain and attract customers and key personnel; and 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. The factors described in this paragraph and other factors that may affect SunGard, its business or future financial results, as and when applicable, are discussed in the Company’s filings with the Securities and Exchange Commission, including its Form 10-K for the year ended December 31, 2002, a copy of which may be obtained from SunGard without charge. We assume no obligation to update any written or oral forward-looking statement made by us or on our behalf as a result of new information, future events or other factors.

Trademark information: SunGard and the SunGard logo are trademarks or registered trademarks of SunGard Data Systems Inc. or its subsidiaries in the US and other countries. All other trade names are trademarks or registered trademarks of their respective holders.