10-Q

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

x Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2004

OR

¨ Transition report pursuant to section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from              to             

Commission file number 1-12989

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

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

680 East Swedesford Road, Wayne, Pennsylvania 19087

(Address of principal executive offices, including zip code)

484-582-2000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes  x    No  ¨

There were 288,396,605 shares of the registrant’s common stock, par value $.01 per share, outstanding at June 30, 2004.

SUNGARD DATA SYSTEMS INC.

AND SUBSIDIARIES

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements:
	Consolidated Balance Sheets as of June 30, 2004 (unaudited) and December 31, 2003	1
	Consolidated Statements of Income for the six and three months ended June 30, 2004 and 2003 (unaudited)	2
	Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2003 (unaudited)	3
	Notes to Consolidated Financial Statements (unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	22
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	22
Item 2.	Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities	22
Item 3.	Defaults upon Senior Securities	23
Item 4.	Submission of Matters to a Vote of Security Holders	23
Item 5.	Other Information	23
Item 6.	Exhibits and Reports on Form 8-K	24
SIGNATURES		25

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

SunGard Data Systems Inc.

Consolidated Balance Sheets

(In thousands, except per-share amounts)

	June 30, 2004 (unaudited)			December 31, 2003
Assets
Current:
Cash and equivalents	$	312,058		$	478,941
Trade receivables, less allowance for doubtful accounts of $55,562 and $45,785		591,288			560,898
Earned but unbilled receivables		121,334			62,194
Prepaid expenses and other current assets		119,246			95,495
Assets to be disposed of		115,648			—
Clearing broker assets		178,952			126,250
Deferred income taxes		51,171			39,514
Total current assets		1,489,697			1,363,292
Property and equipment, less accumulated depreciation of $812,968 and $744,264		590,405			562,325
Software products, less accumulated amortization of $373,062 and $335,175		359,139			220,091
Customer base, less accumulated amortization of $180,963 and $156,318		573,660			398,765
Other tangible and intangible assets, less accumulated amortization of $23,919 and $20,562		63,245			72,166
Deferred income taxes		—			29,070
Goodwill		1,796,514			1,354,398
Total Assets	$	4,872,660		$	4,000,107
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	49,723		$	12,943
Accounts payable		47,006			51,111
Accrued compensation and benefits		122,615			149,147
Other accrued expenses		227,827			195,828
Clearing broker liabilities		151,443			120,357
Deferred revenue		598,261			517,999
Total current liabilities		1,196,875			1,047,385
Long-term debt		651,797			186,854
Deferred income taxes		88,651			—
Total liabilities		1,937,323			1,234,239
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.01 per share; 5,000 shares authorized, of which 3,200 is designated as Series A Junior Participating Preferred Stock		—			—
Common stock, par value $.01 per share; 800,000 shares authorized; 290,897 and 288,536 shares issued		2,909			2,885
Capital in excess of par value		931,820			886,651
Restricted stock plans		(2,093	)		(2,002	)
Retained earnings		1,955,214			1,766,990
Accumulated other comprehensive income		113,417			111,344
		3,001,267			2,765,868
Treasury stock, at cost, 2,500 and 0 shares		(65,930	)		—
Total stockholders’ equity		2,935,337			2,765,868
Total Liabilities and Stockholders’ Equity	$	4,872,660		$	4,000,107

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

1

SunGard Data Systems Inc.

Consolidated Statements of Income

(In thousands, except per-share amounts)

(Unaudited)

	Six Months Ended June 30,						Three Months Ended June 30,
	2004			2003			2004			2003
Revenues:
Services	$	1,564,385		$	1,285,878		$	804,911		$	665,643
License and resale fees		125,434			86,348			69,670			49,635
Total products and services		1,689,819			1,372,226			874,581			715,278
Reimbursed expenses		49,549			36,298			24,138			18,685
		1,739,368			1,408,524			898,719			733,963
Costs and expenses:
Cost of sales and direct operating		806,309			625,187			415,243			321,777
Sales, marketing and administration		322,506			261,332			158,862			131,866
Product development		119,813			91,682			60,889			49,636
Depreciation and amortization		108,010			111,486			54,653			55,258
Amortization of acquisition-related intangible assets		58,426			39,999			31,644			22,764
Merger costs		(424	)		1,296			(424	)		1,296
		1,414,640			1,130,982			720,867			582,597
Income from operations		324,728			277,542			177,852			151,366
Interest income		3,374			2,912			1,532			1,636
Interest expense		(14,393	)		(5,301	)		(7,199	)		(3,533	)
Income before income taxes		313,709			275,153			172,185			149,469
Income taxes		125,484			109,234			69,582			59,589
Net income	$	188,225		$	165,919		$	102,603		$	89,880
Basic net income per common share	$	0.65		$	0.58		$	0.35		$	0.32
Shares used to compute basic net income per common share		289,129			284,339			289,102			284,744
Diluted net income per common share	$	0.64		$	0.57		$	0.35		$	0.31
Shares used to compute diluted net income per common share		296,068			289,572			295,360			290,786

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

2

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	Six Months Ended June 30,
	2004			2003
Cash flow from operations:
Net income	$	188,225		$	165,919
Reconciliation of net income to cash flow from operations:
Depreciation and amortization		166,436			151,485
Other noncash credits		(10,427	)		(10,456	)
Deferred income tax provision		20,452			9,092
Accounts receivable and other current assets		38,130			29,195
Accounts payable and accrued expenses		(93,023	)		(79,816	)
Clearing broker assets and liabilities, net		(21,647	)		(3,029	)
Deferred revenues		(10,636	)		(184	)
Cash flow from operations		277,510			262,206
Financing activities:
Cash received from stock option and award plans		37,257			23,358
Cash used to purchase treasury stock		(65,930	)		—
Cash received from borrowings, net of fees		590,514			140,484
Cash used to repay debt		(146,794	)		(49,384	)
Cash provided by financing activities		415,047			114,458
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(749,016	)		(328,054	)
Cash received from sale of businesses		3,993			—
Cash paid for property and equipment		(97,894	)		(97,357	)
Cash paid for software and other assets		(16,523	)		(11,298	)
Cash used in investment activities		(859,440	)		(436,709	)
Decrease in cash and equivalents		(166,883	)		(60,045	)
Beginning cash and equivalents		478,941			439,735
Ending cash and equivalents	$	312,058		$	379,690
Supplemental information:
Acquired businesses:
Property and equipment	$	27,291		$	8,492
Software products		163,707			95,936
Purchased in-process research and development		—			910
Customer base		201,665			57,206
Goodwill		521,087			278,764
Other tangible and intangible assets		7,914			4,498
Deferred income taxes		(78,606	)		(42,779	)
Purchase price obligations and debt assumed		(58,086	)		(6,696	)
Net current liabilities assumed		(35,956	)		(68,277	)
Cash paid for acquired businesses, net of cash acquired of $148,595 and $57,874, respectively	$	749,016		$	328,054

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

3

SUNGARD DATA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation:

SunGard Data Systems Inc. has three segments: Investment Support Systems (ISS), Availability Services (AS) and Higher Education and Public Sector Systems (HE/PS). 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, 2003. 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 six and three months ended June 30, 2004 are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.

2. Acquisitions and Dispositions:

ACQUISITIONS:

The Company seeks to grow through both internal development and the acquisition of businesses that broaden or complement its existing product lines. During the six months ended June 30, 2004, the Company completed five acquisitions in its ISS segment and three acquisitions in its HE/PS segment. Gross cash paid was $883 million, subject to certain adjustments, and there was $508 million of goodwill recorded in connection with these acquisitions, including the acquisition of Systems & Computer Technology Corporation (SCT) on February 12, 2004 for approximately $574 million in cash. SCT is part of the HE/PS segment.

The following table lists the businesses the Company acquired since January 1, 2004:

Acquired Company/Business	Date Acquired	Description
FAME Information Services, Inc.	01/22/04	Historical market and reference data, and data management technology.
Systems & Computer Technology Corporation	02/12/04	Global technology solutions for higher education.
Collegis, Inc.	03/04/04	Outsourced IT solutions for higher education.
Real Time Financial Management Limited	03/05/04	Global bond and equity trading systems.
Derivatech Risk Solutions, Inc.	03/17/04	Foreign exchange derivative trading software solutions.

4

Acquired Company/Business	Date Acquired	Description
SBPA Systems, Inc.	05/10/04	Health claims administration software for third-party administrators and health-insurance companies.
Octigon, LLC	05/13/04	Workflow solutions add-in technology.
Open Software Solutions, Inc.	05/21/04	Public safety and justice software solutions.

At June 30, 2004, the purchase-price allocations to the assets acquired and liabilities assumed for SCT and Open Software Solutions, Inc. (OSSI) are preliminary and subject to finalization of independent appraisals of acquired software and customer base, deferred income taxes and facility integration plans. The preliminary purchase-price allocation for the SCT acquisition follows (in thousands):

	June 30, 2004
Property and equipment	$	22,803
Software products		113,329
Customer base		120,700
Goodwill		287,658
Other tangible and intangible assets		977
Deferred income taxes		(62,796	)
Purchase price obligations and debt assumed		(16,981	)
Net current liabilities assumed		(15,135	)
Cash paid, net of cash acquired of $123,604	$	450,555

In connection with nine previously acquired businesses, up to $195 million could be paid as additional consideration over the next two years depending on the future operating results of those businesses. The amounts paid, if any, are recorded as additional goodwill at the time the actual performance is known and the amounts become due. During each of the six months ended June 30, 2004 and 2003, the Company paid $15 million as additional consideration based upon the operating performance of a business previously acquired.

5

Changes in goodwill by segment during the six months ended June 30, 2004 follow (in thousands):

	ISS			AS			HE/PS			Total
Balances at December 31, 2003	$	627,903		$	618,148		$	108,347		$	1,354,398
2004 acquisitions		58,449			—			449,907			508,356
Adjustments to previous acquisitions		(358	)		(1,533	)		(379	)		(2,270	)
Payment of contingent purchase price		15,000			—			—			15,000
Reclassification of Brut goodwill to assets to be disposed of		(85,814	)		—			—			(85,814	)
Effect of foreign currency translation		934			5,910			—			6,844
Balances at June 30, 2004	$	616,114		$	622,525		$	557,875		$	1,796,514

Because of the acquisitions completed in 2004, the estimated amortization expense for each of the years 2004 to 2008 contained in Footnote 1 to the Company’s Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2003 has been updated below. In addition, because these allocations are still preliminary, it is likely that the estimated annual amortization expense will continue to be updated as the allocations are finalized. Based on amounts recorded at June 30, 2004, total estimated amortization of all acquisition-related intangible assets during each of the years ended December 31 follows (in thousands):

2004	$	118,628
2005		112,632
2006		106,188
2007		95,372
2008		82,261

6

DISPOSITIONS:

On May 25, 2004, the Company entered into a definitive agreement for the sale of 100% of the membership interests of Brut LLC, an electronic communications network, to NASDAQ Stock Market, Inc. (NASDAQ) for a total consideration of $190 million of cash. In addition, and conditioned upon completion of the sale, SunGard and NASDAQ will enter into a multiyear agreement for the continued processing of Brut trades by SunGard. The transaction is subject to customary closing conditions and regulatory approval and is expected to close during the third quarter of 2004. The Brut assets and liabilities to be sold are reported in the accompanying Consolidated Balance Sheet at June 30, 2004 in “assets to be disposed of” and “other accrued expenses,” respectively, and are set forth below:

	June 30, 2004
Trade receivables, net	$	19,309
Property and equipment, net		3,124
Goodwill		85,814
Deferred income taxes		6,318
Other tangible and intangible assets, net		1,083
Assets to be disposed of	$	115,648
Accounts payable	$	4,345
Accrued compensation and benefits		1,352
Other accrued expenses		6,344
Accumulated other comprehensive income		100
Liabilities to be disposed of	$	12,141

During the second quarter of 2004, the Company sold two businesses in its ISS segment for net cash proceeds of $4 million with no material gain or loss on the transactions.

PRO FORMA FINANCIAL INFORMATION:

The following unaudited pro forma results of operations (in thousands, except per-share amounts) assume that the acquisitions of Andover Brokerage, LLC; Caminus Corporation; Collegis, Inc.; FAME Information Services, Inc.; H.T.E., Inc.; OSSI; SCT and Sherwood International plc occurred on January 1, 2003 and were included in the Company’s results from that date.

	Six Months Ended June 30,				Three Months Ended June 30,
	2004		2003		2004		2003
Revenue	$	1,794,645	$	1,691,881	$	900,350	$	857,944
Net income		190,165		127,579		102,311		70,356
Diluted net income per common share, as reported		0.64		0.57		0.35		0.31
Pro forma diluted net income per common share		0.64		0.44		0.35		0.24

This unaudited pro forma information should not be relied upon as necessarily being indicative of the results that would have been obtained if these acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

7

3. Stock-Based Compensation:

The Company applies Accounting Principles Board Opinion Number 25, “Accounting for Stock Issued to Employees,” in accounting for its stock option and award plans. Accordingly, compensation expense has been recorded for its restricted stock awards and no expense has been recorded for its other stock-based plans. As required by Statement of Financial Accounting Standards Number 123, “Accounting for Stock-Based Compensation” (SFAS 123), the following supplemental information is provided for each of the six and three months ended June 30 (in thousands, except per-share amounts) :

	Six Months Ended June 30,						Three Months Ended June 30,
	2004			2003			2004			2003
Net income, as reported (including stock-based compensation costs, net of tax, of $245, $248, $123 and $119, respectively)	$	188,225		$	165,919		$	102,603		$	89,880
Additional stock-based employee compensation costs under SFAS 123, net of tax		(40,278	)		(32,533	)		(26,315	)		(18,911	)
Pro forma net income	$	147,947		$	133,386		$	76,288		$	70,969
Pro forma net income per common share:
Basic	$	0.51		$	0.47		$	0.26		$	0.25
Diluted	$	0.50		$	0.46		$	0.26		$	0.24

The fair value of the options granted using the Black-Scholes pricing model and the related assumptions follow:

	Six Months Ended June 30,						Three Months Ended June 30,
	2004			2003			2004			2003
Weighted-average fair value on date of grant	$	15.74		$	11.67		$	13.74		$	12.30
Ratio of weighted-average fair value to weighted-average market value on date of grant		57	%		58	%		52	%		54	%
Assumptions used to calculate fair value:
Volatility		49	%		53	%		49	%		53	%
Risk-free interest rate		3.2	%		3.1	%		4.0	%		2.85	%
Expected term (1)		6 years			6 years			6 years			6 years
Dividends		zero			zero			zero			zero

⁽¹⁾ Nine and one-half years for unvested performance accelerated stock options.

This pro forma disclosure is not necessarily indicative of what the impact would be of applying SFAS 123 in future years.

8

4. Clearing Broker Assets and Liabilities:

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

	June 30, 2004		December 31, 2003
Segregated customer cash and treasury bills	$	48,216	$	52,531
Customer securities		23,926		7,826
Securities borrowed		76,023		52,187
Receivables from customers and other		30,787		13,706
Clearing broker assets	$	178,952	$	126,250
Payables to customers	$	64,139	$	67,208
Securities loaned		57,266		38,824
Customer securities sold short, not yet purchased		20,833		6,919
Other		9,205		7,406
Clearing broker liabilities	$	151,443	$	120,357

Segregated customer cash and treasury bills are held by the Company on behalf of customers. Customer securities consist of trading and investment securities at fair market values. Securities borrowed and loaned represent 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.

5. Shares Used in Computing Net Income per Common Share:

The computation of shares used in computing basic and diluted net income per common share follows (in thousands):

	Six Months Ended June 30,		Three Months Ended June 30,
	2004	2003	2004	2003
Weighted-average common shares outstanding used for calculation of basic net income per common share	289,129	284,339	289,102	284,744
Dilutive effect of employee stock options	6,939	5,233	6,258	6,042
Total shares used for calculation of diluted net income per common share	296,068	289,572	295,360	290,786

During the six months ended June 30, 2004 and 2003, there were approximately 16.5 million and 18.8 million outstanding employee stock options, respectively, that are out-of-the-money and therefore excluded from the calculation of the dilutive effect of employee stock options. During the three months ended June 30, 2004 and 2003, there were approximately 18.7 million and 18.0 million outstanding employee stock options, respectively, that are out-of-the-money and therefore excluded from the calculation of the dilutive effect of employee stock options. Stock options are considered to be out-of-the-money when the option exercise price exceeds the average share price during the respective periods. The range of exercise prices for out-of-the-money options for the six and three month periods ended June 30, 2004 is $27.81 to $32.81 per share and $26.89 to $32.81 per share, respectively.

In February 2004, the Company announced a five million share repurchase program to provide

9

shares for the Company’s employee stock purchase and stock option programs which expires in February 2005. There were 2.5 million shares repurchased under the program in the three month period ended June 30, 2004 for a total cost of $65.9 million.

6. Comprehensive Income:

Comprehensive income consists of net income adjusted for other increases and decreases affecting stockholders’ equity that are excluded from the determination of net income. The calculation of comprehensive income follows (in thousands):

	Six Months Ended June 30,				Three Months Ended June 30,
	2004		2003		2004			2003
Net income	$	188,225	$	165,919	$	102,603		$	89,880
Foreign currency translation gains (losses)		2,173		26,005		(12,265	)		28,953
Comprehensive income	$	190,398	$	191,924	$	90,338		$	118,833

7. Segment Information:

The Company has three segments: ISS, AS and HE/PS. The operating results for each of the segments follow (in thousands):

	Six Months Ended June 30,						Three Months Ended June 30,
	2004			2003			2004			2003
Revenue:
Investment support systems	$	919,870		$	746,208		$	464,497		$	394,023
Availability services		590,766			579,196			293,620			290,900
Higher education and public sector systems		228,732			83,120			140,602			49,040
	$	1,739,368		$	1,408,524		$	898,719		$	733,963
Income from operations:
Investment support systems	$	143,793		$	143,296		$	79,382		$	76,117
Availability services		172,739			147,701			89,665			81,610
Higher education and public sector systems		32,852			9,336			20,624			5,714
Corporate administration		(25,080	)		(21,495	)		(12,243	)		(10,779	)
Merger costs		424			(1,296	)		424			(1,296	)
	$	324,728		$	277,542		$	177,852		$	151,366

10

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis supplement the management’s discussion and analysis in our Annual Report on Form 10-K for the year ended December 31, 2003 and presume that readers have read or have access to the discussion and analysis in our Annual Report. The following discussion and analysis includes historical and certain forward-looking information that should be read together with the accompanying Consolidated Financial Statements, related footnotes, and the discussion below of certain risks and uncertainties that could cause future operating results to differ materially from historical results or from the expected results indicated by forward-looking statements.

RESULTS OF OPERATIONS:

The following table sets forth, for the periods indicated, certain amounts included in the Company’s Consolidated Statements of Income, the relative percentages that those amounts represent to consolidated revenue (unless otherwise indicated), and the percentage change in those amounts from period to period. All percentages are calculated using actual amounts rounded to the nearest one-hundred thousand and are rounded to the nearest whole percentage.

11

													Percent of Revenue
	Six months ended						Three months ended						Six months ended				Three months ended				Percent Increase (Decrease)
	June 30, (in thousands)						June 30, (in thousands)						June 30,				June 30,				Six months		Three months
	2004			2003			2004			2003			2004		2003		2004		2003		2004 vs. 2003		2004 vs. 2003
Revenue
Investment support systems (ISS)	$	919.9		$	746.2		$	464.5		$	394.0		53	%	53	%	52	%	54	%	23	%	18	%
Availability services (AS)		590.8			579.2			293.6			290.9		34		41		33		40		2		1
Higher education and public sector systems (HE/PS)		228.7			83.1			140.6			49.0		13		6		16		7		175		187
	$	1,739.4		$	1,408.5		$	898.7		$	733.9		100		100		100		100		23		22
Costs and Expenses
Cost of sales and direct operating	$	806.3		$	625.2		$	415.2		$	321.8		46	%	44	%	46	%	44	%	29	%	29	%
Sales, marketing and administration		322.5			261.3			158.9			131.9		19		19		18		18		23		20
Product development		119.8			91.7			60.9			49.6		7		7		7		7		31		23
Depreciation and amortization		108.0			111.5			54.7			55.2		6		8		6		8		(3	)	(1	)
Amortization of acquisition-related intangible assets		58.4			40.0			31.6			22.8		3		3		4		3		46		39
Merger costs		(0.4	)		1.3			(0.4	)		1.3		—		—		—		—		n/a		n/a
	$	1,414.6		$	1,131.0		$	720.9		$	582.6		81		80		80		79		25		24
Operating Income
Investment support systems (1)	$	143.8		$	143.3		$	79.4		$	76.2		16	%	19	%	17	%	19	%	—	%	4	%
Availability services (1)		172.7			147.7			89.7			81.6		29		26		31		28		17		10
Higher education and public sector systems (1)		32.8			9.3			20.6			5.7		14		11		15		12		253		261
Corporate administration		(25.0	)		(21.5	)		(12.2	)		(10.8	)	(1	)	(2	)	(1	)	(1	)	16		13
Merger costs		0.4			(1.3	)		0.4			(1.3	)	—		—		—		—		n/a		n/a
	$	324.7		$	277.5		$	177.9		$	151.4		19		20		20		21		17		18

(1) Percent of revenue is calculated as a percent of revenue from ISS, AS and HE/PS, respectively.

12

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 changes in those amounts from period to period. All percentages are calculated using actual amounts rounded to the nearest one-hundred thousand and are rounded to the nearest whole percentage.

	Six months ended June 30,								Percent increase (decrease)		Three months ended June 30,								Percent increase (decrease)
	(in thousands)				Percent of revenue						(in thousands)				Percent of revenue
	2004		2003		2004		2003		2004 vs. 2003		2004		2003		2004		2003		2004 vs. 2003
Investment Support Systems
Services	$	805.5	$	657.1	46	%	47	%	23	%	$	405.5	$	345.2	45	%	47	%	17	%
License and resale fees		74.2		69.8	4		5		6			40.7		38.4	5		5		6
Total products and services		879.7		726.9	51		52		21			446.2		383.6	50		52		16
Reimbursed expenses		40.2		19.3	2		1		108			18.3		10.4	2		1		76
	$	919.9	$	746.2	53		53		23		$	464.5	$	394.0	52		54		18
Availability Services
Services	$	574.1	$	571.0	33	%	41	%	1	%	$	286.4	$	285.6	32	%	39	%	—	%
License and resale fees		12.5		6.5	1		—		92			4.5		4.7	1		—		(4	)
Total products and services		586.6		577.5	34		41		2			290.9		290.3	32		40		—
Reimbursed expenses		4.2		1.7	—		—		147			2.7		0.6	—		—		350
	$	590.8	$	579.2	34		41		2		$	293.6	$	290.9	33		40		1
Higher Education and Public Sector Systems
Services	$	184.8	$	57.8	11	%	4	%	220	%	$	113.0	$	34.8	13	%	5	%	225	%
License and resale fees		38.7		10.0	2		1		287			24.4		6.6	3		1		270
Total products and services		223.5		67.8	13		5		230			137.4		41.4	15		6		232
Reimbursed expenses		5.2		15.3	—		1		(66	)		3.2		7.7	—		1		(58	)
	$	228.7	$	83.1	13		6		175		$	140.6	$	49.1	16		7		186
Total Revenue
Services	$	1,564.4	$	1,285.9	90	%	91	%	22	%	$	804.9	$	665.6	90	%	91	%	21	%
License and resale fees		125.4		86.3	7		6		45			69.6		49.7	8		7		40
Total products and services		1,689.8		1,372.2	97		97		23			874.5		715.3	97		97		22
Reimbursed expenses		49.6		36.3	3		3		37			24.2		18.7	3		3		29
	$	1,739.4	$	1,408.5	100		100		23		$	898.7	$	734.0	100		100		22

13

Internal revenue is defined as revenue from businesses owned for at least one year. When assessing our financial results, we focus on growth in internal revenue because overall revenue growth is affected by the timing and magnitude of acquisitions. In August 2002, we acquired 80% of Brut LLC (Brut), an electronic communications network (ECN), bringing our total ownership to 100%. Since the first year anniversary of that acquisition in August 2003, revenue from Brut has been classified as internal revenue. Since that time, the increase in internal revenue was primarily due to growth in Brut. Due to the pending sale of Brut to NASDAQ Stock Market, Inc. (see Note 2 of Notes to Consolidated Financial Statements), which is expected to be completed in the third quarter of 2004, we are presenting internal revenue growth with and without Brut for the total Company and for ISS for each of the past six quarters, as follows:

	(unaudited)								(unaudited)
	2003								2004
	Three Months Ended								Three Months Ended
	March 31		June 30		Sept. 30		Dec. 31		March 31		June 30
With BRUT
Total SunGard	0	%	(1	)%	0	%	2	%	6	%	3	%
Investment support systems	(4	)%	(5	)%	(1	)%	2	%	9	%	4	%
Without BRUT
Total SunGard	0	%	(1	)%	(5	)%	1	%	2	%	0	%
Investment support systems	(4	)%	(5	)%	(10	)%	(1	)%	0	%	0	%

SIX MONTHS ENDED JUNE 30, 2004 COMPARED TO SIX MONTHS ENDED JUNE 30, 2003

INCOME FROM OPERATIONS:

Overall results were consistent with our expectations at the beginning of 2004. Our total operating margin declined to 19% from 20% in 2003 due to the negative impact on margins from acquired ISS businesses offset in part by the positive impact on margins from acquired HE/PS businesses and an improvement in the AS margin. We expect that our 2004 full-year operating margin will approximate our 2003 full-year margin of 21%. For this purpose, we assumed a continuation of the current demand environment for our products and services and an improvement in margins due to the anticipated sale of Brut. In addition, because the timing and magnitude of merger costs are unpredictable, we assumed no further merger-related items in 2004 and we have not taken into account the anticipated gain from the sale of Brut.

Investment Support Systems:

The ISS operating margin was 16% and 19% in 2004 and 2003, respectively. The ISS margin declined due primarily to the margins of acquired businesses, which are typically lower at the outset and improve over a number of years. In addition, with revenue from the Brut ECN growing faster than other ISS revenue, the structurally lower margin of ECNs compared to other ISS businesses also compressed the margin.

Availability Services:

The AS operating margin was 29% and 26% in 2004 and 2003, respectively. The higher margin in

14

2004 was due primarily to lower depreciation expense because certain short-lived assets acquired in 2001 are fully depreciated, a decrease in commission expense resulting from lower sales, and lower costs associated with certain recovery resources.

Higher Education and Public Sector Systems:

The HE/PS operating margin was 14% and 11% in 2004 and 2003, respectively. The higher margin in 2004 was due primarily to acquired businesses.

REVENUE:

Total revenue increased $331 million in 2004 compared to the same period in 2003. Internal revenue increased approximately 4% in 2004 compared to a decrease of approximately 1% in the same period in 2003. Excluding Brut, internal revenue grew approximately 1% in 2004. Currency fluctuation had a positive impact of approximately 2% on 2004 internal revenue growth.

Services revenue increased to $1.6 billion from $1.3 billion, representing approximately 90% and 91% of total revenue in 2004 and 2003, respectively. The increase in revenue was due primarily to acquired businesses and brokerage and trading systems.

Professional services revenue was $245 million and $174 million in 2004 and 2003, respectively. The increase was due to acquired businesses.

Revenue from license and resale fees was $125 million and $86 million in 2004 and 2003, respectively, and included software license revenue of $94 million and $72 million, respectively. The increase in license and resale fees was due primarily to acquired businesses.

Investment Support Systems:

ISS revenue increased $174 million in 2004. ISS internal revenue increased approximately 6% in 2004 compared to a decrease of approximately 4% in the same period in 2003. Excluding Brut, internal revenue was unchanged in 2004.

ISS services revenue increased $148 million and ISS license and resale fees increased $4 million. The increase in services revenue was due primarily to acquired businesses and brokerage and trading systems. We believe that improvement in internal professional services revenue will depend, in part, on an improved IT spending environment, but will lag an increase in new contract signings. The increase in license and resale fees was due primarily to acquired businesses.

Reimbursed expenses revenue increased $21 million in 2004 compared to the corresponding period in 2003 due to Brut and the inclusion, effective January 1, 2004, of our output solutions business in ISS.

Availability Services:

AS revenue, which is all internal, increased $12 million, or 2%, in 2004 compared to an internal

15

revenue increase of approximately 5% in 2003. The primary factors for the lower internal revenue growth were the loss of business to customers taking certain of their availability solutions in-house, as well as the pressure that this and other competitive and technological factors continue to have on prices. Among our largest customers, there is a trend toward dedicated solutions rather than traditional recovery solutions. The primary reason for this trend is that dedicated solutions, although more costly, provide greater control and faster response to processing interruptions. Many customers choose dedicated solutions provided by us in order to take advantage of our business continuity expertise and resource management capabilities. Other customers, especially among the very largest having significant IT resources, choose to manage these dedicated solutions in-house, often utilizing both ongoing technological advances and their excess data center capacity. When an existing customer augments or replaces a traditional shared SunGard solution with a dedicated SunGard solution, there is a positive impact on AS revenue, but usually at a lower incremental margin. Although we cannot predict the exact mix of customer decisions that will result from the trend toward dedicated solutions, we expect that this trend will continue to create pressure on our AS internal revenue growth rate. We believe that future increases in AS internal revenue will depend, in part, on an improving economy, but will lag an increase in IT capital spending.

Higher Education and Public Sector Systems:

Revenue from HE/PS increased $146 million in 2004 compared to the corresponding period in 2003. HE/PS services revenue increased $127 million and license and resale fees increased $29 million, due to acquired businesses. Reimbursed expenses revenue decreased $10 million in 2004 due to the reclassification, effective January 1, 2004, of our output solutions business from HE/PS to ISS.

COSTS AND EXPENSES:

Cost of sales and direct operating expenses increased as a percentage of total revenue to 46% in 2004 compared to 44% for the comparable period in 2003. The increase was due to acquired businesses and to Brut’s structurally higher cost of sales.

Sales, marketing and administration expenses increased $61 million in 2004 compared to the corresponding period in 2003, due primarily to acquired businesses.

Since AS product development costs are insignificant, it is more meaningful to look at product development expenses as a percentage of revenue from ISS and HE/PS. Product development costs were 10% and 11% of revenue from ISS and HE/PS in 2004 and 2003, respectively. Capitalized development costs, amortization of previously capitalized development costs, (which is included in depreciation and amortization) and net capitalized development costs in each of the six-month periods follow (in millions):

	Six Months Ended June 30,
	2004		2003
Capitalized development costs	$	8.4	$	5.6
Amortization of previously capitalized development costs		5.6		4.0
Net capitalized development costs	$	2.8	$	1.6

16

Depreciation and amortization declined to 6% of total revenue in 2004 compared to 8% for the comparable period in 2003 because certain short-lived AS assets acquired in 2001 are fully depreciated.

Amortization of acquisition-related intangible assets increased $18 million to $58 million ($0.12 per diluted share compared to $0.08 per diluted share in 2003) due to recently acquired businesses.

Interest income for each of the six-month periods ended June 30, 2004 and 2003 was $3 million. Interest expense in 2004 and 2003 was $14 million and $5 million, respectively. The increase in interest expense was due to the issuance of $500 million in senior unsecured notes in January 2004.

THREE MONTHS ENDED JUNE 30, 2004 COMPARED TO THREE MONTHS ENDED JUNE 30, 2003

INCOME FROM OPERATIONS:

Our total operating margin declined to 20% from 21% in 2003 due to the negative impact on margins from acquired ISS businesses offset in part by the positive impact on margins from acquired HE/PS businesses and an improvement in the AS margin.

Investment Support Systems:

The ISS operating margin was 17% and 19% in 2004 and 2003, respectively. The ISS margin declined due primarily to the margins of acquired businesses, which are typically lower at the outset and improve over a number of years. In addition, with revenue from the Brut ECN growing faster than other ISS revenue, the structurally lower margin of ECNs compared to other ISS businesses also compressed the margin.

Availability Services:

The AS operating margin was 31% and 28% in 2004 and 2003, respectively. The higher margin in 2004 was due primarily to lower depreciation expense because certain short-lived assets acquired in 2001 are fully depreciated, a decrease in commission expense resulting from lower sales, and lower costs associated with certain recovery resources.

Higher Education and Public Sector Systems:

The HE/PS operating margin was 15% and 12% in 2004 and 2003, respectively. The higher margin in 2004 was due primarily to acquired businesses.

REVENUE:

Total revenue increased $165 million in 2004 compared to the same period in 2003. Internal revenue increased approximately 3% in 2004 compared to a decrease of approximately 1% in the same period in 2003. Excluding Brut, internal revenue was unchanged in 2004. Currency fluctuation had a positive impact of approximately 2% on 2004 internal revenue growth.

Services revenue increased to $805 million from $666 million, representing approximately 90% and 91% of total revenue in 2004 and 2003, respectively. The increase in revenue was due primarily to acquired businesses and brokerage and trading systems.

17

Professional services revenue was $133 million and $94 million in 2004 and 2003, respectively. The increase was due to acquired businesses.

Revenue from license and resale fees was $70 million and $50 million in 2004 and 2003, respectively, and included software license revenue of $51 million and $41 million, respectively. The increase in license and resale fees was due primarily to acquired businesses.

Investment Support Systems:

ISS revenue increased $70 million in 2004. ISS internal revenue increased approximately 4% in 2004 compared to a decrease of approximately 5% in the same period in 2003. Excluding Brut, internal revenue was unchanged in 2004. The increase in Brut in 2004 was offset in part by the negative impact of a treasury and risk management systems acquisition that reached its first year anniversary and is now included in internal revenue.

ISS services revenue increased $60 million and ISS license and resale fees increased $2 million. The increase in services revenue was due primarily to acquired businesses and brokerage and trading systems. We believe that improvement in internal professional services revenue will depend, in part, on an improved IT spending environment, but will lag an increase in new contract signings. The increase in license and resale fees was due primarily to acquired businesses.

Reimbursed expenses revenue increased $8 million in 2004 compared to the corresponding period in 2003 due to Brut and the inclusion, effective January 1, 2004, of our output solutions business in ISS.

Availability Services:

AS revenue, which is all internal, increased $3 million, or 1%, in 2004 compared to an internal revenue increase of approximately 4% in 2003. The primary factors for the lower internal revenue growth were the loss of business to customers taking certain of their availability solutions in-house, as well as the pressure that this and other competitive and technological factors continue to have on prices. Among our largest customers, there is a trend toward dedicated solutions rather than traditional recovery solutions. The primary reason for this trend is that dedicated solutions, although more costly, provide greater control and faster response to processing interruptions. Many customers choose dedicated solutions provided by us in order to take advantage of our business continuity expertise and resource management capabilities. Other customers, especially among the very largest having significant IT resources, choose to manage these dedicated solutions in-house, often utilizing both ongoing technological advances and their excess data center capacity. When an existing customer augments or replaces a traditional shared SunGard solution with a dedicated SunGard solution, there is a positive impact on AS revenue, but usually at a lower incremental margin. Although we cannot predict the exact mix of customer decisions that will result from the trend toward dedicated solutions, we expect that this trend will continue to create pressure on our AS internal revenue growth rate. We believe that future increases in AS internal revenue will depend, in part, on an improving economy, but will lag an increase in IT capital spending.

18

Higher Education and Public Sector Systems:

Revenue from HE/PS increased $92 million in 2004 compared to the corresponding period in 2003. HE/PS services revenue increased $78 million and license and resale fees increased $18 million, due to acquired businesses. Reimbursed expenses revenue decreased $4 million in 2004 due to the reclassification, effective January 1, 2004, of our output solutions business from HE/PS to ISS.

COSTS AND EXPENSES:

Cost of sales and direct operating expenses increased as a percentage of total revenue to 46% in 2004 compared to 44% for the comparable period in 2003. The increase was due to acquired businesses and the structurally higher cost of sales of Brut.

Sales, marketing and administration expenses were consistent as a percentage of total revenue at 18% in 2004 and 2003. The increase in sales, marketing and administration expenses of $27 million was due primarily to acquired businesses.

Since AS product development costs are insignificant, it is more meaningful to look at product development expenses as a percentage of revenue from ISS and HE/PS. Product development costs were 9% and 11% of revenue from ISS and HE/PS in 2004 and 2003, respectively. Capitalized development costs, amortization of previously capitalized development costs, (which is included in depreciation and amortization) and net capitalized development costs in each of the three-month periods follow (in millions):

	Three Months Ended June 30,
	2004		2003
Capitalized development costs	$	4.7	$	2.9
Amortization of previously capitalized development costs		2.8		2.2
Net capitalized development costs	$	1.9	$	0.7

Depreciation and amortization declined to 6% of total revenue in 2004 compared to 8% for the corresponding period in 2003 because certain short-lived AS assets acquired in 2001 are fully depreciated.

Amortization of acquisition-related intangible assets was 4% of total revenue in 2004, compared to 3% for the corresponding period in 2003. Amortization of acquisition-related intangible assets increased $9 million to $32 million ($0.06 per diluted share compared to $0.05 per diluted share in 2003) due to recently acquired businesses.

Interest income in 2004 and 2003 was $2 million. Interest expense in 2004 and 2003 was $7 million and $4 million, respectively. The increase in interest expense was due to the issuance of $500 million in senior unsecured notes in January 2004.

LIQUIDITY AND CAPITAL RESOURCES:

Cash flow from operations for the six months ended June 30, 2004 was $278 million, an increase of $15 million over the comparable period in 2003. The increase in cash flow from operations was due to a

19

$22 million increase in net income and a $27 million benefit from non-cash expenses (depreciation, amortization and deferred income taxes), which were offset in part by a $19 million net increase in clearing broker assets and liabilities and a $15 million net increase in other working capital items. The net increase in clearing broker assets and liabilities is related to the timing of customer securities borrowing activities at the end of the second quarter of 2004.

At June 30, 2004, cash and equivalents were $312 million, a decrease of $167 million from December 31, 2003. Earned but unbilled receivables increased $59 million since December 31, 2003, including $48 million relating to HE/PS, a substantial portion of which results from SCT’s practice of billing maintenance services annually in arrears. At June 30, 2004, we had $50 million of short-term debt and $652 million of long-term debt, while stockholders’ equity exceeded $2.9 billion. On January 15, 2004, we borrowed $500 million by issuing senior unsecured notes. For the six months ended June 30, 2004, we spent $749 million (net of cash acquired) on acquisitions, $114 million on capital expenditures and $66 million to repurchase common stock under our stock repurchase program announced February 2004. We believe that capital spending in 2004 will not exceed $250 million.

In addition to our short- and long-term debt, our remaining commitments consist primarily of operating leases for computer equipment and facilities; purchase obligations, consisting of the minimum outstanding obligations under non-cancelable commitments to purchase goods or services; and contingent purchase price obligations for previously completed acquisitions, subject to the operating performance of the acquired businesses. Contingent purchase price obligations cannot exceed $195 million and could be paid over the next two years. The maximum amount payable within the next twelve months is $82 million, of which we currently expect to pay $10 million. We also have outstanding letters of credit and bid bonds that total approximately $33 million.

We do not participate in, nor have we created, any off-balance sheet special purpose entities or other off-balance sheet arrangements, other than operating leases.

We expect that our existing cash resources and cash generated from operations will be sufficient to meet our operating requirements, debt repayments, contingent acquisition payments, stock repurchases and ordinary capital spending needs for the foreseeable future. We have a $600 million revolving credit facility, of which $460 million is available at June 30, 2004. We believe that we have the capacity to secure additional credit or issue equity to finance additional capital needs.

EFFECT OF RECENT ACCOUNTING PRONOUNCEMENTS:

In March 2004, the FASB issued an exposure document entitled “Share-Based Payment - an amendment of Statements No. 123 and 95 (Proposed Statement of Financial Accounting Standards).” The Proposed Statement would eliminate the ability to account for share-based compensation transactions using APB Opinion No. 25 and generally require instead that such transactions be accounted for using a fair-value-based method. This accounting, if approved, will result in significant non-cash compensation expense. The Proposed Statement, if adopted, would be applied to public entities prospectively for fiscal years beginning after December 15, 2004, as if all share-based compensation awards granted, modified, or settled after December 15, 1994, had been accounted for using the fair-value method of accounting. Retrospective application of the Proposed Statement is not permitted.

20

CERTAIN RISKS AND UNCERTAINTIES:

Certain of the matters we discuss in this Form 10-Q, including our expected margins, revenue and spending and all other statements in this Form 10-Q other than historical facts, 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. 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 revenue, 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 dedicated solutions; the overall condition of the financial services industry, including the effect of any further consolidation among financial services firms; the regulatory, credit and market risks associated with clearing broker operations; the integration of acquired businesses, the performance of acquired businesses including Systems & Computer Technology Corporation, acquired on February 12, 2004, 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. We may not be able to complete the Brut divestiture due to a number of factors, including the failure to obtain regulatory approvals. The factors described in this paragraph and other factors that may affect our business or future financial results, as and when applicable, are discussed in our filings with the Securities and Exchange Commission, including our Form 10-K for the year ended December 31, 2003, a copy of which may be obtained from us 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.

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK:

We have rarely used derivative financial instruments to manage risk exposures and have never used derivative financial instruments for trading or speculative purposes. Our available cash is invested in short-term, highly liquid financial instruments, with a substantial portion of such investments having initial maturities of three months or less. When necessary, we borrow to fund acquisitions. We do not believe that we have a material exposure to interest rates changes. Based on borrowings under our credit facility of $140 million at June 30, 2004, a 1% change in the borrowing rate would increase annual interest expense related to the credit facility by $1.4 million. A downgrade in our credit rating would result in an increase in our interest rate under our credit facility of up to 0.75%, while an upgrade in our credit rating would result in a decrease in our interest rate of 0.25%.

21

Item 4. CONTROLS AND PROCEDURES:

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this Report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this Report were designed and functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. However, we caution that a system of controls, no matter how well designed and operated, cannot provide absolute assurance that its objectives are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected.

(b) Change in Internal Control over Financial Reporting

No change in our internal control over financial reporting occurred during our most recent fiscal quarter that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Part II. OTHER INFORMATION:

ITEM 1. LEGAL PROCEEDINGS: None.

ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES OF EQUITY SECURITIES:

(e) The following table sets forth information regarding purchases made by us of shares of our common stock during the three months ended June 30, 2004:

Issuer Purchases of Equity Securities

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Number of Shares That May Yet Be Purchased Under the Plans or Programs (1)
April 1 - 30, 2004	—		—	—	5,000,000
May 1 - 31, 2004	200,000	$	26.10	200,000	4,800,000
June 1 - 30, 2004	2,300,000	$	26.40	2,300,000	2,500,000
Total	2,500,000	$	26.37	2,500,000

(1) On February 26, 2004, we announced that our Board of Directors authorized us to repurchase five million shares of our common stock (“2004 Repurchase Program”). The terms of the 2004 Repurchase Program provide that we may repurchase shares of our common stock from time to time in the open market at the discretion of management. Shares purchased under the 2004 Repurchase Program will be used for our employee stock option and purchase plans. As of June 30, 2004, 2.5 million shares have been repurchased under the 2004 Repurchase Program. Unless earlier terminated by our Board of Directors, the 2004 Repurchase Program will expire on February 24, 2005.

22

ITEM 3. DEFAULTS UPON SENIOR SECURITIES: None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS:

(a) The 2004 Annual Meeting of Stockholders of the registrant was held on May 14, 2004.

(b) At the 2004 Annual Meeting, the following were elected as directors:

Director	For	Withheld
Gregory S. Bentley (1)	158,361,974	98,148,323
Michael C. Brooks	242,668,407	13,841,890
Cristóbal Conde	249,766,405	6,743,892
Ramon de Oliveira	250,370,486	6,139,811
Henry C. Duques	246,981,860	9,528,437
Albert A. Eisenstat	242,018,203	14,492,094
Bernard Goldstein	246,323,509	10,186,788
Janet Brutschea Haugen	250,492,848	6,017,449
James L. Mann	248,965,990	7,544,307
Malcolm I. Ruddock	246,060,139	10,450,158

(1) We believe that Mr. Bentley received a disproportionate number of withheld votes due to a recommendation by Institutional Shareholder Services (ISS) to withhold votes for any audit committee member who previously was an officer of the company, no matter how long ago he left the company. Mr. Bentley was an officer of SunGard from 1988 to 1991 and has been an officer of a completely unaffiliated company since 1991. Mr. Bentley is considered “independent” under SEC and NYSE rules, and we believe that Mr. Bentley acts as a fully independent director and audit committee member.

(c) At the 2004 Annual Meeting, the appointment of PricewaterhouseCoopers LLP as the corporation’s independent auditors for 2004 was ratified by the following vote:

Votes in favor	243,137,934
Votes against	12,015,064
Votes abstaining	1,357,298
Broker non-votes	0

ITEM 5. OTHER INFORMATION: None.

23

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K:

(a) Exhibits:

3.1 - Amended and Restated Bylaws of SunGard.

31.1 - Certification of Cristóbal Conde required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.

31.2 - Certification of Michael J. Ruane required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 - Certification of Cristóbal Conde required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 - Certification of Michael J. Ruane required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.

(b) Reports on Form 8-K:

Form 8-K, filed on April 22, 2004, to furnish the Company’s earnings release reporting its financial results for the quarter ended March 31, 2004. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934.

24

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 thereunto duly authorized.

	SUNGARD DATA SYSTEMS INC.
Date: August 6, 2004	By:	/s/ Michael J. Ruane
		Michael J. Ruane
		Senior Vice President-Finance and Chief Financial Officer
		(Principal Financial Officer)

25

EXHIBIT INDEX

Exhibit No.	Document
3.1	Amended and Restated Bylaws of SunGard.
31.1	Certification of Cristóbal Conde required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Michael J. Ruane required by Rule 13a-14(a) or Rule 15d-14(a) and Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Cristóbal Conde required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Michael J. Ruane required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.

26

EX-3.1

EXHIBIT 3.1

AMENDED AND

RESTATED BYLAWS

OF

SUNGARD DATA SYSTEMS INC.

(a Delaware Corporation)

ARTICLE I

OFFICES

The registered office of the Corporation in the State of Delaware shall be located in the City of Wilmington, County of New Castle. The Corporation may establish or discontinue, from time to time, such other offices, within or without the State of Delaware, as the Board of Directors may designate.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 1. Place of the Meetings. All meetings of stockholders shall be held at such place or places, within or without the State of Delaware, as may from time to time be fixed by the Board of Directors, or as shall be specified in the respective notices, or waivers of notice, thereof.

Section 2. Annual Meeting. The annual meeting of stockholders for the election of Directors and the transaction of other business shall be held on such date and at such place as may be designated by the Board of Directors. At each annual meeting, the stockholders entitled to vote shall elect a Board of Directors and may transact such other proper business as may come before the meeting, irrespective of whether the notice of said meeting contains any reference thereto, except as otherwise provided by applicable law.

Section 3. Special Meetings. A special meeting of the stockholders, or of any class thereof entitled to vote, for any purpose or purposes may be called at any time by the Board of Directors, the Chairman of the Board or the President of the Corporation. Only such business shall be conducted at a special meeting of stockholders as shall have been brought before the meeting pursuant to the Corporation’s notice of meeting.

Section 4. Notice of Meetings. Except as otherwise provided by law, written notice of each meeting of stockholders, whether annual or special, stating the place, date and hour of the meeting, and in the case of a special meeting, stating the purpose or purposes for which the meeting is called, shall be given not less than ten days nor more than sixty days before the date on which the meeting is to be held to each stockholder of record entitled to vote thereat by delivering a notice thereof to him personally or by mailing such notice in a postage prepaid envelope directed to him at his address as it appears on the records of the

Corporation, unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be directed to another address, in which case such notice shall be directed to him at the address designated in such request. Notice shall not be required to be given to any stockholder who shall waive such notice in writing, whether prior to or after such meeting, or who shall attend such meeting in person or by proxy unless such attendance is for the express purpose of objecting, at the beginning of such meeting, to the transaction of any business because the meeting is not lawfully called or convened.

Section 5. List of Stockholders. The Secretary or other officer of the Corporation shall prepare or have prepared before every meeting of stockholders a complete list of the stockholders entitled to vote at the meeting in compliance with the provisions of Delaware law.

Section 6. Quorum. At each meeting of the stockholders, the holders of record of a majority of the issued and outstanding stock of the Corporation entitled to vote at such meeting, present in person or by proxy, shall constitute a quorum for the transaction of business, except where otherwise provided by law, the Certificate of Incorporation or these Bylaws. In the absence of a quorum, any officer entitled to preside at, or act as secretary of, such meeting shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be constituted, and thereupon, any business may be transacted at the adjourned meeting that might have been transacted at the meeting as originally called.

Section 7. Conduct of the Meetings. The Chairman of the Board shall preside at all meetings. In the absence of the Chairman of the Board, the Chief Executive Officer shall preside or, in his absence, any officer designated by the Board of Directors. The officer presiding over the meeting of stockholders may establish such rules and regulations for the conduct of the meeting as he may deem to be reasonably necessary or desirable for the orderly and expeditious conduct of the meeting.

Section 8. Stockholder Business and Nominations.

(A) Annual Meetings of Stockholders.

(1) Nominations of persons for election to the Board of Directors and the proposal of business to be considered by the stockholders may be made at an annual meeting of stockholders only (a) pursuant to the Corporation’s notice of meeting (or any supplement thereto) provided pursuant to Section 4 of Article II, (b) by or at the direction of the Board of Directors or (c) by any stockholder of the Corporation who was a stockholder of record of the Corporation at the time the notice provided for in this Section 8 is delivered to the Secretary of the Corporation, who is entitled to vote at the meeting and who complies with the notice procedures set forth in this Section 8.

(2) For nominations or other business to be properly brought before an annual meeting by a stockholder pursuant to clause (A)(1)(c) of this Section 8, (a) the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation and (b) any such proposed business other than the nominations of persons for election to the Board of Directors must be a proper subject for action by stockholders under

2

the laws of the State of Delaware and any other applicable law. To be timely, a stockholder’s notice must be received by the Secretary at the principal executive offices of the Corporation not less than 120 days nor more than 150 days before the date of the Corporation’s proxy statement released to stockholders in connection with the previous year’s annual meeting (provided, however, that in the event that the date of the current year’s annual meeting has been changed by more than 30 days from the date of the previous year’s annual meeting, notice by the stockholder to be timely must be so received not earlier than 150 days prior to the date of the current year’s annual meeting and not later than the later of 120 days prior to the date of such meeting or the 10th day following the day on which public announcement of the date of such meeting is first made by the Corporation). In no event shall the public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this paragraph (A)(2).

(3) A stockholder’s notice shall set forth: (a) as to each person whom the stockholder proposes to nominate for election as a director (i) all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), as such regulation is then in effect, and (ii) such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) as to any other business that the stockholder proposes to bring before the meeting, (i) a brief description of the business desired to be brought before the meeting, (ii) the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Certificate of Incorporation or Bylaws of the Corporation, the language of the proposed amendment), (iii) the reasons for conducting such business at the meeting and (iv) any direct or indirect material interest in such business of such stockholder and the beneficial owner, if any, on whose behalf the proposal is made; and (c) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (ii) the class and number of shares of capital stock of the Corporation which are held of record and beneficially owned by such stockholder and such beneficial owner, if any, and (iii) a representation that the stockholder is a holder of record of stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to propose such business or nominate the individual(s) specified in the stockholder’s notice. The Corporation may require any proposed nominee to furnish such other information as it may reasonably require to determine the independence of such proposed nominee and his or her eligibility to serve as a director of the Corporation.

(B) Special Meetings of Stockholders. In the event the Corporation calls a special meeting of stockholders for the purpose of electing one or more directors to the Board of Directors, any such stockholder entitled to vote in such election of directors may nominate a person or persons (as the case may be) for election to such position(s) as specified in the Corporation’s notice of meeting, if the stockholder gives notice in the form set forth in paragraph (A)(3) of this Section 8, which notice shall be received by the Secretary at the principal executive offices of the Corporation not earlier than the 90th day prior to such

3

special meeting and not later than the later of the 60th day prior to such special meeting or the 10th day following the day on which public announcement is first made of the date of the special meeting and of the nominees proposed by the Board of Directors to be elected at such meeting. In no event shall the public announcement of an adjournment or postponement of a special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in this paragraph (B).

(C) General.

(1) Except as otherwise provided by law, the chairman of a meeting of stockholders shall have the power and duty (a) to determine whether a nomination or any business proposed to be brought before the meeting was made or proposed, as the case may be, in compliance with this Section 8 and (b) if any proposed nomination or business is determined not to be made or proposed in compliance with this Section 8, to declare that such nomination shall be disregarded or that such proposed business shall not be considered at the meeting. The chairman’s determination shall be conclusive and binding on all stockholders of the Corporation. Notwithstanding the foregoing provisions of this Section 8, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual or special meeting of stockholders to present a nomination or to propose business, such nomination shall be disregarded and such proposed business shall not be considered, notwithstanding that proxies in respect of such vote may have been received by the Corporation.

(2) For purposes of this Section 8, “public announcement” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(3) Notwithstanding the foregoing provisions of this Section 8, a stockholder shall also comply with all applicable requirements of the Exchange Act and the rules and regulations thereunder with respect to the matters set forth in this Section 8. Nothing in this Section 8 shall be deemed to affect any rights of stockholders to request inclusion of proposals in the Corporation’s proxy statement pursuant to Rule 14a-8 under the Exchange Act.

Section 9. Voting. Every stockholder of record who is entitled to vote shall at every meeting of the stockholders be entitled to one vote for each share of stock held by him on the record date; except, however, that shares of its own stock belonging to the Corporation or to another corporation, if a majority of the shares entitled to vote in the election of the directors of such other corporation is held by the Corporation, shall neither be entitled to vote nor counted for the quorum purposes. Nothing in this Section shall be construed as limiting the right of the Corporation to vote its own stock held by it in a fiduciary capacity. At all meetings of the stockholders at which a quorum is present, all matters shall be decided by majority vote of the shares of the stock present in person or by proxy and entitled to vote thereon, except as otherwise required by law or the Certificate of Incorporation, and except that at all meetings of the stockholders at which Directors are to be elected, a plurality of the votes cast thereat shall elect Directors. The vote on all elections of Directors shall be by

4

written ballot, and upon demand of any stockholder, the vote on any other question before the meeting shall be by ballot or otherwise as determined by the chairman of the meeting. On a vote by written ballot, each ballot shall be signed by the stockholder voting, or in his name by his proxy, if there be such proxy, and shall state the number of shares voted by him and the number of votes to which each share is entitled.

Section 10. Proxies. Each stockholder entitled to vote at a meeting of stockholders or to express consent to corporate action in writing without a meeting shall have the right to do so either in person or by an agent or agents authorized by a proxy granted in accordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be valid after the expiration of three years from the date thereof unless the proxy provides for a longer period.

Section 11. Action without a Meeting. No action shall be taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall be taken by the stockholders by written consent.

ARTICLE III

BOARD OF DIRECTORS

Section 1. Powers. The business and affairs of the Corporation shall be managed under the direction of the Board of Directors.

Section 2. Election and Term. Except as otherwise provided by law, Directors shall be elected at the annual meeting of stockholders and shall hold office until the next annual meeting of stockholders and until their successors are elected and qualify, or until they sooner die, resign or are removed. At each meeting of stockholders at which Directors are elected, the persons receiving a plurality of the votes cast shall be the Directors.

Section 3. Number. The number of Directors shall be such number as shall be determined from time to time by the Board of Directors.

Section 4. Quorum and Manner of Acting. Unless otherwise provided by law, the presence of a majority of the members of the whole Board of Directors shall be necessary to constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the Directors present may adjourn the meeting from time to time until the quorum shall be present. Notice of any adjourned meeting need not be given. At all meetings of Directors at which a quorum is present, all matters shall be decided by the affirmative vote of the majority of the Directors present, except as otherwise required by law. The Board of Directors may hold its meetings at such place or places within or without the State of Delaware as the Board of Directors may from time to time determine or as shall be specified in the respective notices, or waivers of notice, thereof.

Section 5. Organization Meeting. Immediately after each annual meeting of stockholders for the election of the Directors, the Board of Directors shall meet at the place of the annual meeting of the stockholders for the purpose of organization, the election of officers

5

and the transaction of other business. Notice of such meeting need not be given. If such meeting is held at any other time or place, notice thereof must be given as hereinafter provided for special meetings of the Board of Directors, subject to the execution of a waiver of the notice thereof signed by, or the attendance at such meeting of, all Directors who may not have received such notice.

Section 6. Regular Meetings. Regular meetings of the Board of Directors may be held, without notice, at such time and place, within or without the State of Delaware, as shall from time to time be determined by resolution of the Board of Directors. At such meetings, the Board of Directors may transact such business as may be brought before the meeting.

Section 7. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairman of the Board, the Chief Executive Officer or the President or by a majority of the Directors. Notice of each such meeting shall be given orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means, at least twenty-four (24) hours before the date and time of the meeting, or sent in writing to each Director either by first class mail, charges prepaid, at least three days before the date of the meeting or by a reputable overnight delivery service, at least two days before the date of the meeting. Each such notice shall state the time and place of the meeting and, as may be required, the purposes thereof. Notice of any meeting of the Board of Directors need not be given to any Director if he shall sign a written waiver thereof either before or after the time stated therein for such meeting, or if he shall be present at the meeting. Unless limited by law, the Certificate of Incorporation, these Bylaws or terms of the notice thereof, any and all business may be transacted at any meeting even though no notice shall have been given.

Section 8. Removal of Directors. Any Director or the entire Board of Directors may be removed, with or without cause, by action of the holders of record of the majority of the shares of the Corporation then entitled to vote at an election of the directors present in person or by proxy at a meeting of the holders of such stock, and the vacancy or vacancies in the Board of Directors caused by any such removal may be filled by action of such a majority at such meeting or at any subsequent meeting.

Section 9. Resignations. Any Director of the Corporation may resign at any time by giving notice to the Chairman of the Board, the President, the Secretary of the Corporation or any committee to which the Board has delegated the authority to accept resignations. The resignation of any Director shall take effect upon receipt of notice thereof or at such later time as shall be specified in such notice, and acceptance of such resignation shall not be necessary to make it effective.

Section 10. Vacancies. Any newly created directorships or vacancies occurring in the Board by reason of death, resignation, retirement, disqualification or removal, with or without cause, may be filled by a majority of the directors then in office though less than a quorum. Any Director so chosen, whether selected to fill a vacancy or elected to a new directorship, shall hold office until the next meeting of stockholders at which an election of directors is in the regular order of business, and until his successor has been elected and qualifies, or until he sooner dies, resigns or is removed.

6

Section 11. Compensation of Directors. No Director shall be entitled to any salary as such, but Directors shall be entitled to such compensation for their services, in the form of cash or equity of the Corporation, or a combination thereof, as may be approved by the Board of Directors from time to time, including, if so approved, reasonable annual fees and reasonable fees for attending meetings of the Board of Directors and meetings of any committee of the Board of Directors. Directors may also be reimbursed by the Corporation for all reasonable expenses incurred in traveling to and from any such meetings. Nothing herein contained shall be construed to preclude any Director from serving the Corporation in any other capacity as an officer, agent, employee, or otherwise and receiving compensation therefor.

Section 12. Action without a Meeting. Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if written consent thereto is signed or transmitted electronically by all members of the Board, and such written consent is filed with the minutes or proceedings of the Board.

Section 13. Telephonic Participation in Meetings. Any member of the Board of Directors, or any committee thereof, may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and such participation shall constitute presence in person at such meetings.

ARTICLE IV

COMMITTEES

Section 1. Committees. The Board of Directors may, by resolution passed by a majority of the entire Board, designate one or more committees, each committee to consist of one or more of the Directors of the Corporation, which, to the extent provided in the resolution and permitted by law, shall have and may exercise the powers of the Board of Directors in the management of the business and the affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers which may require it. The Board of Directors may designate one or more Directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Such committee or committees shall have such name or names as may be determined from time to time by resolution adopted by the Board of Directors. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required.

Section 2. Appointment of Additional Members to Committees. In the absence or disqualification of any member of such committee or committees, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another Director to act at the meeting in the place of any such absent or disqualified members.

7

ARTICLE V

OFFICERS

Section 1. Principal Officers. The Board of Directors shall elect, if and when designated by the Board of Directors, a Chairman of the Board, a Chief Executive Officer, a President, a Secretary and a Treasurer, and may in addition elect one or more Vice Presidents and such other officers as it deems fit; the Chairman of the Board, the Chief Executive Officer, the President, the Secretary, the Treasurer, the Vice Presidents, if any, being the principal officers of the Corporation. One person may hold, and perform the duties of, any two or more of the said offices.

Section 2. Election and Term of Office. The principal officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting thereof. Each such officer shall hold office until his successor shall have been elected and shall qualify, or until his earlier death, resignation or removal.

Section 3. Other Officers. In addition, the Board may elect, or the Chairman of the Board or President may appoint, such other officers as they deem fit. Any such other officers chosen by the Board of Directors shall be subordinate officers and shall hold office for such period, have such authority and perform such duties as the Board of Directors, the Chairman of the Board or the President may from time to time determine.

Section 4. Removal. Any officer may be removed, either with or without cause, at any time, by resolution adopted by the Board of Directors at any regular meeting of the Board, or at any special meeting of the Board called for that purpose, at which a quorum is present.

Section 5. Resignations. Any officer may resign at any time by giving written notice to the Chairman of the Board, the President, the Secretary or the Board of Directors. Any such resignation shall take effect upon receipt of such notice or at any later time specified therein, and the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled for the unexpired portion of the term in the manner prescribed in these Bylaws for election or appointment to such office for such term.

Section 7. Chairman of the Board. The Chairman of the Board shall have general powers and duties of supervision and management usually vested in the office of the chairman of the board of a corporation. The Chairman of the Board of Directors shall preside, if present, at all meetings of the Board of Directors and at all meetings of the stockholders. He shall have and perform such other duties as from time to time may be assigned to him by the Board of Directors.

Section 8. Chief Executive Officer. The Chief Executive Officer shall be the chief executive officer of the Corporation and shall have general supervision, direction and control of the business of the Corporation. He shall, in the absence of the Chairman, preside at all

8

meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall have such other powers and be subject to such other duties as the Board of Directors or the Chairman of the Board may from time to time assign.

Section 9. President. Unless some other officer has been elected Chief Executive Officer, the President shall be the chief executive officer of the Corporation with the powers and duties set forth in Section 8 of Article V. If a Chief Executive Officer has been elected, the President shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors, the Chairman of the Board or the Chief Executive Officer.

Section 10. Vice President. Each Vice President shall have such powers and shall perform such duties as shall be assigned to him by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

Section 11. Treasurer. The Treasurer shall have charge and custody of, and be responsible for, all funds and securities of the Corporation. He shall exhibit at all reasonable times his books of account and records to any of the Directors of the Corporation upon application during business hours at the office of the Corporation where such books and records shall be kept; when requested by the Board of Directors, he shall render a statement of the condition of the finances of the Corporation at any meeting of the Board or at the annual meeting of stockholders; he shall receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever; in general, he shall perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President. The Treasurer shall give such bond, if any, for the faithful discharge of his duties as the Board of Directors may require.

Section 12. Secretary. The Secretary, if present, shall act as secretary at all meetings of the Board of Directors and of the stockholders and keep the minutes thereof in a book or books to be provided for that purpose; he shall see that all notices required to be given by the Corporation are duly given and served; he shall have charge of the stock records of the corporation, he shall see that all reports, statements and other documents required by law are properly kept and filed; and in general he shall perform all the duties incident to the office of Secretary and such other duties as from time to time may be assigned to him by the Board of Directors, the Chairman of the Board, the Chief Executive Officer or the President.

ARTICLE VI

INDEMNIFICATION

Section 1. Mandatory Indemnification. The Corporation shall, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time (but, in the case of any such amendment, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than permitted prior thereto), indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal,

9

administrative or investigative, by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or of any of its subsidiaries, or is or was serving at the request of the Corporation or any of its subsidiaries, as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise.

Section 2. Optional Indemnification. In all situations in which indemnification is not mandatory under Section 1 of this Article VI, the Corporation may, to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, indemnify all persons whom it is empowered to indemnify pursuant thereto.

Section 3. Non-Exclusivity of Rights. The indemnification and advancement of expenses provided by, or granted pursuant to, the other sections of this Article VI shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any statute, law, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office.

Section 4. Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Article VI shall not adversely affect any right or protection hereunder of any person in respect of any act or omission occurring prior to the time of such repeal or modification.

ARTICLE VII

SHARES AND THEIR TRANSFER

Section 1. Certificate for Stock. Every stockholder of the Corporation shall be entitled to a certificate or certificates, to be in such form as the Board of Directors shall prescribe, certifying the number of shares of the capital stock of the Corporation owned by him. No certificates shall be issued for partly paid shares.

Section 2. Stock Certificate Signature. The certificates for such stock shall be numbered in the order in which they shall be issued and shall be signed by the Chairman of the Board or the President and the Secretary or Treasurer of the Corporation and its seal shall be affixed thereto. If such certificate is countersigned (1) by a transfer agent other than the Corporation or its employee, or (2) by a registrar other than the Corporation or its employee, the signatures of such officers of the Corporation may be facsimiles. In case any officer of the Corporation who has signed, or whose facsimile signature has been placed upon, any such certificate shall have ceased to be such officer before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer at the date of issue.

Section 3. Stock Ledger. A record shall be kept by the Secretary or by any other officer, employee or agent designated by the Board of Directors of the name of each person, firm or corporation holding capital stock of the Corporation, the number of shares represented by, and the respective dates of, each certificate for such capital stock, and in case of cancellation of any such certificate, the respective dates of cancellation.

10

Section 4. Registrations of Transfers of Stock. Registrations of transfers of shares of the capital stock of the Corporation shall be made on the books of the Corporation by the registered holder thereof, or by his attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation or with a transfer clerk or a transfer agent appointed as provided in Section 5 of this Article VII, and on surrender of the certificate or certificates for such shares properly endorsed, with such proof of authenticity of the signature as the Corporation or its agents may reasonably require, and the payment of all taxes thereon. The person in whose name shares of stock stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation; provided, however, that whenever any transfer of shares shall be made for collateral security, and not absolutely, it shall be so expressed in the entry of the transfer if, when the certificates are presented to the Corporation for transfer, both the transferor and the transferee request the Corporation to do so.

Section 5. Regulations. The Board of Directors may make such rules and regulations as it may deem expedient, not inconsistent with the Certificate of the Incorporation or these Bylaws, concerning the issue, transfer and registration of certificates for shares of the stock of the Corporation. It may appoint, or authorize any principal officer or officers to appoint, one or more transfer clerks or one or more transfer agents and one or more registrars, and may require all certificates of stock to bear the signature or signatures of any of them.

Section 6. Lost, Stolen, Destroyed or Mutilated Certificates. Before any certificates for stock of the Corporation shall be issued in exchange for certificates which shall become mutilated or shall be lost, stolen, or destroyed, proper evidence of such loss, theft, mutilation or destruction shall be furnished to the Corporation, and if required by the Board of Directors, the owner of the lost, stolen or destroyed certificate, or his legal representatives, shall be required to give the Corporation a bond sufficient to indemnify the Corporation against any claim made against it on account of the alleged loss, theft or destruction of any such certificate.

Section 7. Record Dates. For the purpose of determining the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect to any change, conversion or exchange of stock or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a date as a record date for any such determination of stockholders. Such record date shall not be more than sixty nor less than ten days before the date of such meeting, nor shall it be more than sixty days prior to any other action.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1. Corporate Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall bear the name of the Corporation and words

11

and figures showing that it was incorporated in the State of Delaware in the year 1982. The Secretary shall be the custodian of the seal. The Board of Directors may authorize a duplicate seal to be kept and used by any other officer.

Section 2. Voting of Stock Owned by the Corporation. The Board of Directors may authorize any person on behalf of the Corporation to attend, vote and grant proxies to be used at any meeting of stockholders of any corporation (except the Corporation) in which the Corporation may hold stock.

Section 3. Dividends. Subject to the provisions of the Certificate of Incorporation, the Board of Directors may, out of funds legally available therefor, at any regular or special meeting, declare dividends upon the capital stock of the Corporation as and when they deem expedient. Before declaring any dividend, there may be set apart out of any funds of the Corporation available for dividends such sum or sums as the Directors from time to time in their discretion deem proper for working capital or as a reserve fund to meet contingencies or for equalizing dividends or for such other purposes as the Board of Directors shall deem conducive to the interests of the Corporation.

Section 4. Emergency Bylaws. In the event of any emergency resulting from a nuclear attack or similar disaster, and during the continuance of such emergency, the following Bylaw provisions shall be in effect, notwithstanding any other provisions of these Bylaws:

(a) A meeting of the Board of Directors or of any committee thereof may be called by any officer or director upon one hour’s notice to all persons entitled to notice whom, in the sole judgment of the notifier, it is feasible to notify;

(b) The director or directors in attendance at the meeting of the Board of Directors or of any committee thereof shall constitute a quorum; and

(c) These Bylaws may be amended or repealed, in whole or in part, by a majority vote of the directors attending any meeting of the Board of Directors, provided such amendment or repeal shall only be effective for the duration of such emergency.

Section 5. Severability. If any provision of these Bylaws is illegal or unenforceable as such, such illegality or unenforceability shall not affect any other provision of these Bylaws and such other provisions shall continue in full force and effect.

ARTICLE IX

AMENDMENTS OR REPEAL

Section 1. Amendments or Repeal. These Bylaws of the Corporation may be altered, amended or repealed, in whole or in part, by the Board of Directors at any regular or special meeting of the Board of Directors or by the affirmative vote of the holders of record of a majority of the issued and outstanding stock of the Corporation present in person or by

12

proxy at a meeting of holders of such stock and entitled to vote thereon; provided, however, that notice of the proposed alteration, amendment or repeal is contained in the notice of such meeting. Bylaws, whether made or altered by the stockholders or by the Board of Directors, shall be subject to alteration or repeal by the stockholders as provided in this Section 1.

Section 2. Recording Amendments and Repeals. The text of all amendments and repeals to these Bylaws shall be attached to the Bylaws with a notation of the date of each such amendment or repeal and a notation of whether such amendment or repeal was adopted by the Board of Directors or the stockholders.

ARTICLE X

APPROVAL OF AMENDED BYLAWS AND

RECORD OF AMENDMENTS AND REPEALS

Section 1. Approval and Effective Date. These Bylaws have been approved as the Bylaws of the Corporation this 31st day of January, 1986 and shall be effective as of said date.

Section 2. Amendments or Repeals.

Section Involved	Date Amended or Repealed	Approved By
Article II, Section 9	March 30, 1999	Board of Directors
Article III, Section 3	August 11, 1999	Board of Directors
Article III, Section 3	November 15, 1999	Board of Directors
Article II, Sections 4 and 10	August 18, 2000	Board of Directors
Article III, Sections 3, 7, 11 and 13	August 18, 2000	Board of Directors
Article V, Sections 1 and 8	August 18, 2000	Board of Directors
Article II, Sections 3 and 8	June 18, 2004	Board of Directors
Article III, Section 2, 4, 8, 9 and 12	June 18, 2004	Board of Directors
Article IX, Section 1	June 18, 2004	Board of Directors

13

EX-31.1

EXHIBIT 31.1

Certification of Cristóbal Conde

Required by Rule 13a-14(a) or Rule 15d-14(a) and

Section 302 of the Sarbanes-Oxley Act of 2002

I, Cristóbal Conde, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Data Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2004

/s/ Cristóbal Conde

Cristóbal Conde

President and Chief Executive Officer

EX-31.2

EXHIBIT 31.2

Certification of Michael J. Ruane

Required by Rule 13a-14(a) or Rule 15d-14(a) and

Section 302 of the Sarbanes-Oxley Act of 2002

I, Michael J. Ruane, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Data Systems Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

c) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 6, 2004

/s/ Michael J. Ruane

Michael J. Ruane

Senior Vice President-Finance and Chief Financial Officer

EX-32.1

EXHIBIT 32.1

Certification of Cristóbal Conde

Required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Cristóbal Conde, Chief Executive Officer of SunGard Data Systems Inc. (the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 6, 2004

/s/ Cristóbal Conde

Cristóbal Conde

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Data Systems Inc. and will be retained by SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

EXHIBIT 32.2

Certification of Michael J. Ruane

Required by Rule 13a-14(b) or Rule 15d-14(b) and

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C.(S) 1350, as adopted), I, Michael J. Ruane, Chief Financial Officer of SunGard Data Systems Inc. (the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2004 (the “Periodic Report”) fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934, as amended; and

2. The information contained in the Periodic Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: August 6, 2004

/s/ Michael J. Ruane

Michael J. Ruane

Chief Financial Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Data Systems Inc. and will be retained by SunGard Data Systems Inc. and furnished to the Securities and Exchange Commission or its staff upon request.