8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): December 30, 2004

SUNGARD^® DATA SYSTEMS INC.

(Exact Name of Registrant as Specified in Charter)

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

680 EAST SWEDESFORD ROAD, WAYNE, PENNSYLVANIA	19087
(Address of Principal Executive Offices)	(Zip Code)

REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE: 484-582-2000

Not Applicable

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

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

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

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

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

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

Item 7.01. Regulation FD Disclosure.

In connection with the proposed spin-off by SunGard Data Systems Inc. (the “Company”) of the Company’s availability services business announced on October 4, 2004, the Company is furnishing herewith as Exhibit 99.1 to this Current Report on Form 8-K unaudited pro forma condensed financial information for the Company. The unaudited pro forma condensed financial information consists of the unaudited pro forma condensed balance sheet as of September 30, 2004 and the unaudited pro forma condensed statements of income for the nine months ended September 30, 2004 and for the years ended December 31, 2003, 2002 and 2001. The unaudited pro forma condensed financial information has been prepared giving effect to the spin-off and the separation from the Company of its availability services business as if this transaction occurred as of September 30, 2004 for the unaudited pro forma condensed balance sheet and as of January 1, 2001 for the unaudited pro forma condensed statements of income. The unaudited pro forma condensed financial information has been derived from the Company’s consolidated financial statements and does not purport to represent what the Company’s financial position and results of operations actually would have been had the spin-off and separation from the Company of its availability services business occurred on the dates indicated or to project the Company’s financial performance for any future period.

The information being furnished in this Current Report under Item 7.01, including Exhibit 99.1 hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired.

None.

(b) Pro Forma Financial Information.

None.

(c) Exhibits.

99.1 SunGard Data Systems Inc. Unaudited Pro Forma Condensed Financial Information.

SIGNATURES

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

	SUNGARD DATA SYSTEMS INC.
Date: December 30, 2004	By:	/s/    MICHAEL J. RUANE
		Michael J. Ruane
		Senior Vice President-Finance and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.	Description
99.1	SunGard Data Systems Inc. Unaudited Pro Forma Condensed Financial Information.

EX-99.1

Exhibit 99.1

SunGard Data Systems Inc.

Unaudited Pro Forma Condensed Balance Sheet

September 30, 2004

(In thousands)

	Historical SunGard (1)			Historical Availability (2)		Pro Forma Adjustments			Pro Forma Software and Processing Business
	(A)			(B)		(C)			(A) minus (B + C)
Assets:
Current:
Cash and equivalents	$	487,341		$	36,806	$	206,865	(3)	$	243,670
Accounts receivable, net		708,254			244,356		—			463,898
Prepaid expenses and other current assets		107,344			41,905		—			65,439
Clearing broker assets		138,499			—		—			138,499
Deferred income taxes		49,307			20,663		—			28,644
Total current assets		1,490,745			343,730		206,865			940,150
Property and equipment, net		588,153			450,899		—			137,254
Software products, net		351,151			9,151		—			342,000
Customer base, net		560,166			262,380		—			297,786
Other assets		58,810			18,491		—			40,319
Goodwill		1,787,986			622,060		—			1,165,926
Total Assets	$	4,837,011		$	1,706,711	$	206,865		$	2,923,435
Liabilities and Stockholders’ Equity:
Current:
Current portion of notes to affiliated company	$	—		$	28,750	$	(28,750	)(3)	$	—
Short-term and current portion of long-term debt		48,948			6,482		—			42,466
Accounts payable		36,339			16,715		—			19,624
Accrued compensation and benefits		142,021			27,863		—			114,158
Other accrued expenses		223,206			92,520		—			130,686
Clearing broker liabilities		113,462			—		—			113,462
Deferred revenue		592,111			270,454		—			321,657
Total current liabilities		1,156,087			442,784		(28,750	)		742,053
Notes to affiliated company		—			493,692		(493,692	)(3)		—
Long-term debt		510,014			7,496		250,000	(3)		252,518
Deferred income taxes		68,832			36,412		—			32,420
Total Liabilities		1,734,933			980,384		(272,442	)		1,026,991
Stockholders’ equity
Owner’s net investment		—			630,943		479,307	(3)		—
							(1,110,250	)(3)
Common stock		2,914			—		—			2,914
Capital in excess of par value		941,205			—		—			941,205
Restricted stock plans		(2,373	)		—		—			(2,373	)
Retained earnings		2,108,752			—		1,110,250	(4)		998,502
Accumulated other comprehensive income		117,510			95,384		—			22,126
		3,168,008			726,327		479,307			1,962,374
Treasury stock, at cost		(65,930	)		—		—			(65,930	)
Total Stockholders’ Equity		3,102,078			726,327		479,307			1,896,444
Total Liabilities and Stockholders’ Equity	$	4,837,011		$	1,706,711	$	206,865		$	2,923,435

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

SunGard Data Systems Inc.

Unaudited Pro Forma Condensed Statement of Income

For the nine months ended September 30, 2004

(In thousands)

	Historical SunGard (1)			Historical Availability (2)			Pro Forma Adjustments			Pro Forma Software and Processing Business
	(A)			(B)			(C)			(A) minus (B + C)
Revenue	$	2,638,706		$	866,318		$	—		$	1,772,388
Operating expenses		2,130,577			615,328			(8,477	)(5)		1,523,726
Income from operations		508,129			250,990			8,477			248,662
Interest income		5,233			1,009			—			4,224
Interest expense		(22,173	)		(17,351	)		7,976	(6)		(11,086	)
								(1,712	)(6)
Gain on sale of Brut		79,362			—			—			79,362
Income before income taxes		570,551			234,648			14,741			321,162
Income taxes		228,789			98,083			6,162	(7)		124,544
Net income	$	341,762		$	136,565		$	8,579		$	196,618
Basic net income per common share	$	1.18								$	0.68
Diluted net income per common share	$	1.16								$	0.67
Shares used to compute net income per common share:
Basic		288,937									288,937
Diluted (Note 8)		295,053									295,053

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

SunGard Data Systems Inc.

Unaudited Pro Forma Condensed Statement of Income

For the year ended December 31, 2003

(In thousands)

	Historical SunGard (1)			Historical Availability (2)			Pro Forma Adjustments			Pro Forma Software and Processing Business
	(A)			(B)			(C)			(A) minus (B + C)
Revenue	$	2,955,252		$	1,136,138		$	—		$	1,819,114
Operating expenses		2,331,643			821,756			(11,119	)(5)		1,521,006
Income from operations		623,609			314,382			11,119			298,108
Interest income		6,048			1,104			—			4,944
Interest expense		(11,653	)		(38,642	)		26,142	(6)		(5,827	)
								6,674	(6)
Other expense		(2,880	)		—			—			(2,880	)
Income before income taxes		615,124			276,844			43,935			294,345
Income taxes		244,814			115,839			18,383	(7)		110,592
Net income	$	370,310		$	161,005		$	25,552		$	183,753
Basic net income per common share	$	1.30								$	0.64
Diluted net income per common share	$	1.27								$	0.63
Shares used to compute net income per common share:
Basic		285,679									285,679
Diluted (Note 8)		292,067									292,067

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

SunGard Data Systems Inc.

Unaudited Pro Forma Condensed Statement of Income

For the year ended December 31, 2002

(In thousands)

	Historical SunGard (1)			Historical Availability (2)			Pro Forma Adjustments			Pro Forma Software and Processing Business
	(A)			(B)			(C)			(A) minus (B + C)
Revenue	$	2,593,237		$	1,008,963		$	—		$	1,584,274
Operating expenses		2,046,004			793,693			(10,521	)(5)		1,262,832
Income from operations		547,233			215,270			10,521			321,442
Interest income		8,408			834			—			7,574
Interest expense		(13,074	)		(36,919	)		24,419	(6)		(6,537	)
								5,963	(6)
Other income		730			730			—			—
Income before income taxes		543,297			179,915			40,903			322,479
Income taxes		217,656			75,716			17,214	(7)		124,726
Net income	$	325,641		$	104,199		$	23,689		$	197,753
Basic net income per common share	$	1.15								$	0.70
Diluted net income per common share	$	1.12								$	0.68
Shares used to compute net income per common share:
Basic		282,420									282,420
Diluted (Note 8)		289,654									289,654

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

SunGard Data Systems Inc.

Unaudited Pro Forma Condensed Statement of Income

For the year ended December 31, 2001

(In thousands)

	Historical SunGard (1)			Historical Availability (2)			Pro Forma Adjustments			Pro Forma Software and Processing Business
	(A)			(B)			(C)			(A) minus (B + C)
Revenue	$	1,981,837		$	482,922		$	—		$	1,498,915
Operating expenses		1,582,627			363,629			(6,000	)(5)		1,224,998
Income from operations		399,210			119,293			6,000			273,917
Interest income		26,793			2,342			—			24,451
Interest expense		(3,641	)		(6,339	)		(6,161	)(6)		(1,821	)
								10,680	(6)
Loss on write-off of investment		(11,890	)		(11,890	)		—			—
Income before income taxes		410,472			103,406			10,519			296,547
Income taxes		164,417			43,299			4,404	(7)		116,714
Net income	$	246,055		$	60,107		$	6,115		$	179,833
Basic net income per common share	$	0.89								$	0.65
Diluted net income per common share	$	0.86								$	0.63
Shares used to compute net income per common share:
Basic		276,057									276,057
Diluted (Note 8)		285,112									285,112

See accompanying Notes to Unaudited Pro Forma Condensed Financial Statements.

SunGard Data Systems Inc.

Notes to Unaudited Pro Forma Condensed Financial Statements

The unaudited pro forma condensed financial information is presented for illustrative purposes only and should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the availability services business had not been part of SunGard Data Systems Inc. during the periods presented or of the results that may be obtained in the future.

Note 1	-	The historical consolidated financial statements of SunGard Data Systems Inc. (SDS) are as previously filed with the U.S. Securities and Exchange Commission.
Note 2	-	The historical combined financial statements of the availability services business of SDS are as filed by SunGard Availability Inc. with the U.S. Securities and Exchange Commission on Form 10 on December 30, 2004. SDS currently operates its availability services business through wholly owned subsidiaries. On October 4, 2004, SDS announced its plan to spin off its availability services business through a tax-free distribution of shares to its stockholders. The shares distributed will be those of SunGard Availability Inc., which will hold the availability services business at the time of the spin-off. SDS currently expects to complete the spin-off on March 31, 2005. The spin-off is subject to certain conditions, including receipt of a favorable ruling from the Internal Revenue Service and/or an acceptable tax opinion, and may or may not occur by the contemplated time or at all. The historical combined financial statements of the availability services business have been derived from the consolidated financial statements and accounting records of SDS using the historical results of operations and historical bases of assets and liabilities of the availability services business. These combined financial statements may not necessarily be indicative of the historical results that would have been obtained if the availability services business had been a separate company during the periods presented or of the results that may be obtained in the future.
Note 3	-	Cash and Debt - The actual capitalization of SunGard Availability Inc. has not yet been determined and will be updated to the distribution date, considering the sources and uses of cash and payment of debt, if any, up to the distribution date. The pro forma adjustments assume that cash and long-term notes of SDS are split equally between SDS and its availability services business. SDS management expects that the final capitalization will result in investment grade credit ratings for both SDS and SunGard Availability Inc.
Note 4	-	Retained Earnings - This adjustment reflects the pro forma dividend of shares of SunGard Availability Inc. to stockholders of SDS based on the assumptions described in Note 3.
Note 5	-	Operating expenses - This adjustment adds back the corporate costs that were required to be included in the historical combined financial statements of the availability services business filed in the Form 10.
Note 6	-	Interest expense - For purposes of the pro forma income statements, total SDS interest expense is assumed to be split equally.
Note 7	-	Income taxes - This adjustment reflects the tax effect of the other pro forma adjustments.
Note 8	-	Diluted shares outstanding is subject to adjustment based on the effect of the final distribution ratio on outstanding stock options.