8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): February 19, 2009

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 2.02. Results of Operations and Financial Condition.

On February 19, 2009, SunGard Data Systems Inc. issued a press release announcing its financial results for the year ended December 31, 2008. After releasing annual earnings on February 19, 2009, the Company identified an error in its accounting for termination of the accounts receivable securitization facility. As a result, the reported loss before income taxes in both the three months and twelve months ended December 31, 2008 was understated by $17 million ($13 million after taxes). The correction primarily impacts the other expense, retained interest and accrued expense line items in the financial statements as well as Note 2 of the Notes to Consolidated Condensed Financial Information in the earnings release. A reconciliation of the originally reported amounts to the as adjusted amounts is attached to this filing as Exhibit 99.1.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1: Adjusted Earnings Release Financial Statements

SIGNATURES

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

	SUNGARD DATA SYSTEMS INC.
Date: March 6, 2009	By:	/s/ Michael J. Ruane
		Michael J. Ruane
		Senior Vice President-Finance and Chief Financial Officer

EXHIBIT INDEX

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

Exhibit No.	Description
99.1:	Adjusted Earnings Release Financial Statements

EX-99.1

Exhibit 99.1

SunGard Data Systems Inc.

Consolidated Statements of Operations

(in millions)

	Three Months Ended Dec. 31, 2008
	As Originally Reported			Adjustment			As Adjusted
Revenue:
Services	$	1,404		$	—		$	1,404
License and resale fees		134			—			134
Total products and services		1,538			—			1,538
Reimbursed expenses		5			—			5
		1,543			—			1,543
Costs and expenses:
Cost of sales and direct operating		720			—			720
Sales, marketing and administration		336			—			336
Product development		67			—			67
Depreciation and amortization		71			—			71
Amortization of acquisition-related intangible assets		154			—			154
Goodwill impairment and merger costs		130			—			130
		1,478			—			1,478
Income from operations		65			—			65
Interest income		5			—			5
Interest expense and amortization of deferred financing fees		(166	)		—			(166	)
Other expense		(27	)		(17	)		(44	)
Loss before income taxes		(123	)		(17	)		(140	)
Income tax expense (benefit)		51			(4	)		47
Net loss	$	(174	)	$	(13	)	$	(187	)

SunGard Data Systems Inc.

Consolidated Statements of Operations

(in millions)

	Twelve Months Ended Dec. 31, 2008
	As Originally Reported			Adjustment			As Adjusted
Revenue:
Services	$	5,083		$	—		$	5,083
License and resale fees		369			—			369
Total products and services		5,452			—			5,452
Reimbursed expenses		144			—			144
		5,596			—			5,596
Costs and expenses:
Cost of sales and direct operating		2,744			—			2,744
Sales, marketing and administration		1,151			—			1,151
Product development		308			—			308
Depreciation and amortization		278			—			278
Amortization of acquisition-related intangible assets		515			—			515
Goodwill impairment and merger costs		130			—			130
		5,126			—			5,126
Income from operations		470			—			470
Interest income		18			—			18
Interest expense and amortization of deferred financing fees		(599	)		—			(599	)
Other expense		(76	)		(17	)		(93	)
Loss before income taxes		(187	)		(17	)		(204	)
Income tax expense (benefit)		42			(4	)		38
Net loss	$	(229	)	$	(13	)	$	(242	)

See Notes to Consolidated Condensed Financial Information.

SunGard Data Systems Inc.

Consolidated Condensed Balance Sheets

(in millions)

	Dec. 31, 2008
	As Originally Reported		Adjustment			As Adjusted
Assets:
Current:
Cash and cash equivalents	$	975	$	—		$	975
Accounts receivable, net		782		—			782
Clearing broker assets		309		—			309
Prepaid expenses and other current assets		140		4			144
Retained interest in accounts receivable sold		302		(17	)		285
Total current assets		2,508		(13	)		2,495
Property and equipment, net		898		—			898
Software products, net		1,159		—			1,159
Customer base, net		2,616		—			2,616
Other assets, net		1,282		—			1,282
Goodwill		7,328		—			7,328
Total Assets	$	15,791	$	(13	)	$	15,778
Liabilities and Stockholder's Equity:
Current:
Short-term and current portion of long-term debt	$	322	$	—		$	322
Accounts payable and accrued expenses		973		(12	)		961
Clearing broker liabilities		310		—			310
Deferred revenue		977		—			977
Total current liabilities		2,582		(12	)		2,570
Long-term debt		8,553		—			8,553
Deferred income taxes		1,584		8			1,592
Total liabilities		12,719		(4	)		12,715
Stockholder's equity		3,072		(9	)		3,063
Total Liabilities and Stockholder's Equity	$	15,791	$	(13	)	$	15,778

See Notes to Consolidated Condensed Financial Information.

SunGard Data Systems Inc.

Notes to Consolidated Condensed Financial Information

Note 1. Reconciliation of Income from Operations to Adjusted Income from Operations

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

	Three Months Ended Dec. 31, 2008
(in millions)	As Originally Reported		Adjustment		As Adjusted
Income from operations	$	65	$	—	$	65
Amortization of acquisition-related intangible assets		154		—		154
Goodwill impairment charge		128		—		128
Merger costs		2		—		2
Purchase accounting adjustments		11		—		11
Stock-based compensation and other costs		23		—		23
Adjusted income from operations	$	383	$	—	$	383
	Twelve Months Ended Dec. 31, 2008
(in millions)	As Originally Reported		Adjustment		As Adjusted
Income from operations	$	470	$	—	$	470
Amortization of acquisition-related intangible assets		515		—		515
Goodwill impairment charge		128		—		128
Merger costs		2		—		2
Purchase accounting adjustments		43		—		43
Stock-based compensation and other costs		57		—		57
Adjusted income from operations	$	1,215	$	—	$	1,215

SunGard Data Systems Inc.

Notes to Consolidated Condensed Financial Information

Note 2. Reconciliation of Net Loss to EBITDA and Reconciliation of EBITDA to Adjusted EBITDA

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

	Three Months Ended Dec. 31, 2008
(in millions)	As Originally Reported			Adjustment			As Adjusted
Net loss	$	(174	)	$	(13	)	$	(187	)
Interest expense, net		161			—			161
Income tax expense (benefit)		51			(4	)		47
Depreciation and amortization		225			—			225
Goodwill impairment charge		128			—			128
EBITDA		391			(17	)		374
Purchase accounting adjustments		11			—			11
Non-cash charges		13			—			13
Unusual or non-recurring charges		34			—			34
Pro forma expense savings related to acquisitions		—			4			4
Other		45			—			45
Adjusted EBITDA—senior secured credit facilities		494			(13	)		481
(Gain) Loss on sale of receivables		(5	)		17			12
Adjusted EBITDA—senior notes due 2013 and 2015 and senior subordinated notes due 2015	$	489		$	4		$	493
	Twelve Months Ended Dec. 31, 2008
(in millions)	As Originally Reported			Adjustment			As Adjusted
Net loss	$	(229	)	$	(13	)	$	(242	)
Interest expense, net		581			—			581
Income tax expense (benefit)		42			(4	)		38
Depreciation and amortization		793			—			793
Goodwill impairment charge		128			—			128
EBITDA		1,315			(17	)		1,298
Purchase accounting adjustments		39			—			39
Non-cash charges		35			—			35
Unusual or non-recurring charges		68			—			68
Acquired EBITDA, net of disposed EBITDA		57			—			57
Pro forma expense savings related to acquisitions		—			17			17
Other		76			—			76
Adjusted EBITDA—senior secured credit facilities		1,590			—			1,590
Loss on sale of receivables		8			17			25
Adjusted EBITDA—senior notes due 2013 and 2015 and senior subordinated notes due 2015	$	1,598		$	17		$	1,615