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 September 30, 2013

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 numbers:

SunGard Capital Corp.	000-53653
SunGard Capital Corp. II	000-53654
SunGard Data Systems Inc.	001-12989

SunGard^® Capital Corp.

SunGard^® Capital Corp. II

SunGard^® Data Systems Inc.

(Exact name of registrant as specified in its charter)

Delaware	20-3059890
Delaware	20-3060101
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

(Registrants’ 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.

SunGard Capital Corp.	Yes	x	No	¨
SunGard Capital Corp. II	Yes	x	No	¨
SunGard Data Systems Inc.	Yes	x	No	¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

SunGard Capital Corp.	Yes	x	No	¨
SunGard Capital Corp. II	Yes	x	No	¨
SunGard Data Systems Inc.	Yes	x	No	¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

SunGard Capital Corp.	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
SunGard Capital Corp. II	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨
SunGard Data Systems Inc.	Large accelerated filer ¨	Accelerated filer ¨	Non-accelerated filer x	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

SunGard Capital Corp.	Yes	¨	No	x
SunGard Capital Corp. II	Yes	¨	No	x
SunGard Data Systems Inc.	Yes	¨	No	x

The number of shares of the registrants’ common stock outstanding as of September 30, 2013:

SunGard Capital Corp.	256,905,469 shares of Class A common stock and 28,545,050 shares of Class L common stock
SunGard Capital Corp. II	100 shares of common stock
SunGard Data Systems Inc.	100 shares of common stock

SUNGARD CAPITAL CORP.

SUNGARD CAPITAL CORP. II

SUNGARD DATA SYSTEMS INC.

AND SUBSIDIARIES

INDEX

		PAGE
PART I.	FINANCIAL INFORMATION		1
Item 1.	Financial Statements:		2
	SunGard Capital Corp.
	Consolidated Balance Sheets as of December 31, 2012 and September 30, 2013 (unaudited)		2
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2013 (unaudited)		3
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2013 (unaudited)		4
	SunGard Capital Corp. II
	Consolidated Balance Sheets as of December 31, 2012 and September 30, 2013 (unaudited)		5
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2013 (unaudited)		6
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2013 (unaudited)		7
	SunGard Data Systems Inc.
	Consolidated Balance Sheets as of December 31, 2012 and September 30, 2013 (unaudited)		8
	Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2012 and 2013 (unaudited)		9
	Consolidated Statements of Cash Flows for the nine months ended September 30, 2012 and 2013 (unaudited)		10
	Notes to Consolidated Financial Statements (unaudited)		11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		44
Item 4.	Controls and Procedures		44
PART II.	OTHER INFORMATION		45
Item 1.	Legal Proceedings		45
Item 1A.	Risk Factors		45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		45
Item 3.	Defaults upon Senior Securities		45
Item 4.	Mine Safety Disclosures		45
Item 5.	Other Information		45
Item 6.	Exhibits		45
SIGNATURES			46

PART I. FINANCIAL INFORMATION

Explanatory Note

This Quarterly Report on Form 10-Q (“Report”) is a combined quarterly report being filed separately by three registrants: SunGard Capital Corp. (“SCC”), SunGard Capital Corp. II (“SCCII”) and SunGard Data Systems Inc. (“SunGard”). SCC and SCCII are collectively referred to as the “Parent Companies.” Unless the context indicates otherwise, any reference in this report to the “Company,” “we,” “us” and “our” refer to the Parent Companies together with their direct and indirect subsidiaries, including SunGard. Each registrant hereto is filing on its own behalf all of the information contained in this quarterly report that relates to such registrant. Each registrant hereto is not filing any information that does not relate to such registrant, and therefore makes no representation as to any such information.

1

ITEM 1. FINANCIAL STATEMENTS

SunGard Capital Corp.

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

	December 31, 2012			September 30, 2013
Assets
Current:
Cash and cash equivalents	$	546		$	689
Trade receivables, less allowance for doubtful accounts of $30 and $25		781			593
Earned but unbilled receivables		119			122
Prepaid expenses and other current assets		230			228
Total current assets		1,676			1,632
Property and equipment, less accumulated depreciation of $1,509 and $1,683		874			812
Software products, less accumulated amortization of $1,649 and $1,782		411			326
Customer base, less accumulated amortization of $1,481 and $1,640		1,367			1,205
Other intangible assets, less accumulated amortization of $27 and $24		132			125
Trade name		1,019			1,019
Goodwill		4,539			4,545
Total Assets	$	10,018		$	9,664
Liabilities and Equity
Current:
Short-term and current portion of long-term debt	$	63		$	342
Accounts payable		32			34
Accrued compensation and benefits		297			253
Accrued interest expense		41			89
Other accrued expenses		238			212
Deferred revenue		836			773
Total current liabilities		1,507			1,703
Long-term debt		6,599			6,106
Deferred and other income taxes		1,127			1,032
Other long-term liabilities		95			118
Total liabilities		9,328			8,959
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII subject to a put option		26			34
Class L common stock subject to a put option		45			52
Class A common stock subject to a put option		5			4
Stockholders’ equity:
Class L common stock, convertible, par value $.001 per share; cumulative 13.5% per annum, compounded quarterly; aggregate liquidation preference of $6,154 million and $6,813 million; 50,000,000 shares authorized, 29,027,610 and 29,062,421 shares issued		—			—
Class A common stock, par value $.001 per share; 550,000,000 shares authorized, 261,251,822 and 261,565,118 shares issued		—			—
Capital in excess of par value		2,483			2,488
Treasury stock, 541,886 and 517,371 shares of Class L common stock; and 4,880,305 and 4,659,649 shares of Class A common stock		(50	)		(46	)
Accumulated deficit		(3,391	)		(3,521	)
Accumulated other comprehensive income (loss)		(3	)		1
Total SunGard Capital Corp stockholders’ equity (deficit)		(961	)		(1,078	)
Noncontrolling interest in preferred stock of SCCII		1,575			1,693
Total equity		614			615
Total Liabilities and Equity	$	10,018		$	9,664

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

2

SunGard Capital Corp.

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2013			2012			2013
Revenue:
Services	$	969		$	951		$	2,916		$	2,844
License and resale fees		53			65			168			166
Total products and services		1,022			1,016			3,084			3,010
Reimbursed expenses		13			12			47			41
Total revenue		1,035			1,028			3,131			3,051
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)		430			423			1,316			1,284
Sales, marketing and administration		237			232			751			716
Product development and maintenance		98			96			295			285
Depreciation		70			73			211			222
Amortization of acquisition-related intangible assets		94			82			295			255
Goodwill impairment charge		385			—			385			—
Total costs and expenses		1,314			906			3,253			2,762
Operating income (loss)		(279	)		122			(122	)		289
Interest income		1			1			1			1
Interest expense and amortization of deferred financing fees		(102	)		(96	)		(325	)		(302	)
Loss on extinguishment of debt		—			(1	)		(51	)		(6	)
Other income (expense)		—			—			2			(1	)
Income (loss) from continuing operations before income taxes		(380	)		26			(495	)		(19	)
Benefit from (provision for) income taxes		13			(3	)		44			10
Income (loss) from continuing operations		(367	)		23			(451	)		(9	)
Income (loss) from discontinued operations, net of tax		5			—			316			—
Net income (loss)		(362	)		23			(135	)		(9	)
Income attributable to the noncontrolling interest (including $- million, $1 million, $- million and $2 million in temporary equity)		(64	)		(49	)		(186	)		(121	)
Net income (loss) attributable to SunGard Capital Corp		(426	)		(26	)		(321	)		(130	)
Other comprehensive income (loss):
Foreign currency translation, net		27			54			16			10
Unrealized gain (loss) on derivative instruments, net of tax		5			(1	)		11			—
Other, net of tax		—			(1	)		—			(6	)
Other comprehensive income (loss), net of tax		32			52			27			4
Comprehensive income (loss)		(330	)		75			(108	)		(5	)
Comprehensive income (loss) attributable to the noncontrolling interest		(64	)		(49	)		(186	)		(121	)
Comprehensive income (loss) attributable to SunGard Capital Corp	$	(394	)	$	26		$	(294	)	$	(126	)

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

3

SunGard Capital Corp.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Nine Months Ended     September 30,
	2012			2013
Cash flow from operations:
Net income (loss)	$	(135	)	$	(9	)
Income (loss) from discontinued operations		316			—
Income (loss) from continuing operations		(451	)		(9	)
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations:
Depreciation and amortization		506			477
Goodwill impairment charge		385			—
Deferred income tax provision (benefit)		(29	)		(106	)
Stock compensation expense		29			35
Amortization of deferred financing costs and debt discount		26			30
Loss on extinguishment of debt		51			6
Other noncash items		(1	)		2
Accounts receivable and other current assets		157			176
Accounts payable and accrued expenses		(169	)		14
Deferred revenue		(78	)		(59	)
Cash flow from (used in) continuing operations		426			566
Cash flow from (used in) discontinued operations		(340	)		—
Cash flow from (used in) operations		86			566
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(10	)		(1	)
Cash paid for property and equipment, and software		(173	)		(160	)
Other investing activities		3			1
Cash provided by (used in) continuing operations		(180	)		(160	)
Cash provided by (used in) discontinued operations		1,758			—
Cash provided by (used in) investment activities		1,578			(160	)
Financing activities:
Cash received from borrowings, net of fees		(17	)		2,173
Cash used to repay debt		(1,727	)		(2,419	)
Premium paid to retire debt		(27	)		—
Cash used to purchase treasury stock		(9	)		(7	)
Other financing activities		(10	)		(8	)
Cash provided by (used in) continuing operations		(1,790	)		(261	)
Cash provided by (used in) discontinued operations		—			—
Cash provided by (used in) financing activities		(1,790	)		(261	)
Effect of exchange rate changes on cash		5			(2	)
Increase (decrease) in cash and cash equivalents		(121	)		143
Beginning cash and cash equivalents includes cash of discontinued operations: 2012, $6; 2013, $-		873			546
Ending cash and cash equivalents includes cash of discontinued operations: 2012, $-; 2013, $-	$	752		$	689
Supplemental information:
Interest paid	$	321		$	223
Income taxes paid, net of refunds of $7 million and $13 million, respectively	$	397		$	64

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

4

SunGard Capital Corp. II

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

	December 31, 2012			September 30, 2013
Assets
Current:
Cash and cash equivalents	$	546		$	689
Trade receivables, less allowance for doubtful accounts of $30 and $25		781			593
Earned but unbilled receivables		119			122
Prepaid expenses and other current assets		230			228
Total current assets		1,676			1,632
Property and equipment, less accumulated depreciation of $1,509 and $1,683		874			812
Software products, less accumulated amortization of $1,649 and $1,782		411			326
Customer base, less accumulated amortization of $1,481 and $1,640		1,367			1,205
Other intangible assets, less accumulated amortization of $27 and $24		132			125
Trade name		1,019			1,019
Goodwill		4,539			4,545
Total Assets	$	10,018		$	9,664
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	63		$	342
Accounts payable		32			34
Accrued compensation and benefits		297			253
Accrued interest expense		41			89
Other accrued expenses		235			211
Deferred revenue		836			773
Total current liabilities		1,504			1,702
Long-term debt		6,599			6,106
Deferred and other income taxes		1,127			1,032
Other long-term liabilities		76			100
Total liabilities		9,306			8,940
Commitments and contingencies
Preferred stock subject to a put option		24			30
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,581 million and $1,703 million; 14,999,000 shares authorized, 10,048,018 and 10,060,069 issued		—			—
Common stock, par value $.001 per share; 1,000 shares authorized, 100 shares issued and outstanding		—			—
Capital in excess of par value		3,492			3,501
Treasury stock, 187,576 and 179,089 shares		(30	)		(28	)
Accumulated deficit		(2,771	)		(2,780	)
Accumulated other comprehensive income (loss)		(3	)		1
Total stockholders’ equity		688			694
Total Liabilities and Stockholders’ Equity	$	10,018		$	9,664

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

5

SunGard Capital Corp. II

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2013			2012			2013
Revenue:
Services	$	969		$	951		$	2,916		$	2,844
License and resale fees		53			65			168			166
Total products and services		1,022			1,016			3,084			3,010
Reimbursed expenses		13			12			47			41
Total revenue		1,035			1,028			3,131			3,051
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)		430			423			1,316			1,284
Sales, marketing and administration		237			232			751			716
Product development and maintenance		98			96			295			285
Depreciation		70			73			211			222
Amortization of acquisition-related intangible assets		94			82			295			255
Goodwill impairment charge		385			—			385			—
Total costs and expenses		1,314			906			3,253			2,762
Operating income (loss)		(279	)		122			(122	)		289
Interest income		1			1			1			1
Interest expense and amortization of deferred financing fees		(102	)		(96	)		(325	)		(302	)
Loss on extinguishment of debt		—			(1	)		(51	)		(6	)
Other income (expense)		—			—			2			(1	)
Income (loss) from continuing operations before income taxes		(380	)		26			(495	)		(19	)
Benefit from (provision for) income taxes		13			(3	)		44			10
Income (loss) from continuing operations		(367	)		23			(451	)		(9	)
Income (loss) from discontinued operations, net of tax		5			—			316			—
Net income (loss)		(362	)		23			(135	)		(9	)
Other comprehensive income (loss):
Foreign currency translation, net		27			54			16			10
Unrealized gain (loss) on derivative instruments, net of tax		5			(1	)		11			—
Other, net of tax		—			(1	)		—			(6	)
Comprehensive income (loss), net of tax	$	(330	)	$	75		$	(108	)	$	(5	)

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

6

SunGard Capital Corp. II

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Nine Months Ended September 30,
	2012			2013
Cash flow from operations:
Net income (loss)	$	(135	)	$	(9	)
Income (loss) from discontinued operations		316			—
Income (loss) from continuing operations		(451	)		(9	)
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations:
Depreciation and amortization		506			477
Goodwill impairment charge		385			—
Deferred income tax provision (benefit)		(29	)		(106	)
Stock compensation expense		29			35
Amortization of deferred financing costs and debt discount		26			30
Loss on extinguishment of debt		51			6
Other noncash items		(1	)		2
Accounts receivable and other current assets		157			176
Accounts payable and accrued expenses		(169	)		17
Deferred revenue		(78	)		(59	)
Cash flow from (used in) continuing operations		426			569
Cash flow from (used in) discontinued operations		(340	)		—
Cash flow from (used in) operations		86			569
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(10	)		(1	)
Cash paid for property and equipment, and software		(173	)		(160	)
Other investing activities		3			1
Cash provided by (used in) continuing operations		(180	)		(160	)
Cash provided by (used in) discontinued operations		1,758			—
Cash used in investment activities		1,578			(160	)
Financing activities:
Cash received from borrowings, net of fees		(17	)		2,173
Cash used to repay debt		(1,727	)		(2,419	)
Premium paid to retire debt		(27	)		—
Cash used to purchase treasury stock		(5	)		(3	)
Other financing activities		(14	)		(15	)
Cash provided by (used in) continuing operations		(1,790	)		(264	)
Cash provided by (used in) discontinued operations		—			—
Cash provided by (used in) financing activities		(1,790	)		(264	)
Effect of exchange rate changes on cash		5			(2	)
Increase (decrease) in cash and cash equivalents		(121	)		143
Beginning cash and cash equivalents includes cash of discontinued operations: 2012, $6; 2013, $-		873			546
Ending cash and cash equivalents includes cash of discontinued operations: 2012, $-; 2013, $-	$	752		$	689
Supplemental information:
Interest paid	$	321		$	223
Income taxes paid, net of refunds of $7 million and $13 million, respectively	$	397		$	64

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

7

SunGard Data Systems Inc.

Consolidated Balance Sheets

(In millions except share and per-share amounts)

(Unaudited)

	December 31, 2012			September 30, 2013
Assets
Current:
Cash and cash equivalents	$	546		$	689
Trade receivables, less allowance for doubtful accounts of $30 and $25		781			593
Earned but unbilled receivables		119			122
Prepaid expenses and other current assets		230			228
Total current assets		1,676			1,632
Property and equipment, less accumulated depreciation of $1,509 and $1,683		874			812
Software products, less accumulated amortization of $1,649 and $1,782		411			326
Customer base, less accumulated amortization of $1,481 and $1,640		1,367			1,205
Other intangible assets, less accumulated amortization of $27 and $24		132			125
Trade name		1,019			1,019
Goodwill		4,539			4,545
Total Assets	$	10,018		$	9,664
Liabilities and Stockholders’ Equity
Current:
Short-term and current portion of long-term debt	$	63		$	342
Accounts payable		32			34
Accrued compensation and benefits		297			253
Accrued interest expense		41			89
Other accrued expenses		238			214
Deferred revenue		836			773
Total current liabilities		1,507			1,705
Long-term debt		6,599			6,106
Deferred and other income taxes		1,120			1,025
Other long-term liabilities		76			100
Total liabilities		9,302			8,936
Commitments and contingencies
Stockholder’s equity:
Common stock, par value $.01 per share; 100 shares authorized, issued and outstanding		—			—
Capital in excess of par value		3,490			3,507
Accumulated deficit		(2,771	)		(2,780	)
Accumulated other comprehensive income (loss)		(3	)		1
Total stockholder’s equity		716			728
Total Liabilities and Stockholder’s Equity	$	10,018		$	9,664

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

8

SunGard Data Systems Inc.

Consolidated Statements of Comprehensive Income

(In millions)

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2012			2013			2012			2013
Revenue:
Services	$	969		$	951		$	2,916		$	2,844
License and resale fees		53			65			168			166
Total products and services		1,022			1,016			3,084			3,010
Reimbursed expenses		13			12			47			41
Total revenue		1,035			1,028			3,131			3,051
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)		430			423			1,316			1,284
Sales, marketing and administration		237			232			751			716
Product development and maintenance		98			96			295			285
Depreciation		70			73			211			222
Amortization of acquisition-related intangible assets		94			82			295			255
Goodwill impairment charge		385			—			385			—
Total costs and expenses		1,314			906			3,253			2,762
Operating income (loss)		(279	)		122			(122	)		289
Interest income		1			1			1			1
Interest expense and amortization of deferred financing fees		(102	)		(96	)		(325	)		(302	)
Loss on extinguishment of debt		—			(1	)		(51	)		(6	)
Other income (expense)		—			—			2			(1	)
Income (loss) from continuing operations before income taxes		(380	)		26			(495	)		(19	)
Benefit from (provision for) income taxes		13			(3	)		44			10
Income (loss) from continuing operations		(367	)		23			(451	)		(9	)
Income (loss) from discontinued operations, net of tax		5			—			316			—
Net income (loss)		(362	)		23			(135	)		(9	)
Other comprehensive income (loss):
Foreign currency translation, net		27			54			16			10
Unrealized gain (loss) on derivative instruments, net of tax		5			(1	)		11			—
Other, net of tax		—			(1	)		—			(6	)
Comprehensive income (loss)	$	(330	)	$	75		$	(108	)	$	(5	)

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

9

SunGard Data Systems Inc.

Consolidated Statements of Cash Flows

(In millions)

(Unaudited)

	Nine Months Ended     September 30,
	2012			2013
Cash flow from operations:
Net income (loss)	$	(135	)	$	(9	)
Income (loss) from discontinued operations		316			—
Income (loss) from continuing operations		(451	)		(9	)
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations:
Depreciation and amortization		506			477
Goodwill impairment charge		385			—
Deferred income tax provision (benefit)		(30	)		(106	)
Stock compensation expense		29			35
Amortization of deferred financing costs and debt discount		26			30
Loss on extinguishment of debt		51			6
Other noncash items		(1	)		2
Accounts receivable and other current assets		157			176
Accounts payable and accrued expenses		(168	)		17
Deferred revenue		(78	)		(59	)
Cash flow from (used in) continuing operations		426			569
Cash flow from (used in) discontinued operations		(340	)		—
Cash flow from (used in) operations		86			569
Investment activities:
Cash paid for acquired businesses, net of cash acquired		(10	)		(1	)
Cash paid for property and equipment, and software		(173	)		(160	)
Other investing activities		3			1
Cash provided by (used in) continuing operations		(180	)		(160	)
Cash provided by (used in) discontinued operations		1,758			—
Cash used in investment activities		1,578			(160	)
Financing activities:
Cash received from borrowings, net of fees		(17	)		2,173
Cash used to repay debt		(1,727	)		(2,419	)
Premium paid to retire debt		(27	)		—
Other financing activities		(19	)		(18	)
Cash provided by (used in) continuing operations		(1,790	)		(264	)
Cash provided by (used in) discontinued operations		—			—
Cash provided by (used in) financing activities		(1,790	)		(264	)
Effect of exchange rate changes on cash		5			(2	)
Increase (decrease) in cash and cash equivalents		(121	)		143
Beginning cash and cash equivalents includes cash of discontinued operations: 2012, $6; 2013, $-		873			546
Ending cash and cash equivalents includes cash of discontinued operations: 2012, $-; 2013, $-	$	752		$	689
Supplemental information:
Interest paid	$	321		$	223
Income taxes paid, net of refunds of $7 million and $13 million, respectively	$	397		$	64

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

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SUNGARD CAPITAL CORP.

SUNGARD CAPITAL CORP. II

SUNGARD DATA SYSTEMS INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

1. Basis of Presentation:

SunGard Data Systems Inc. (“SunGard”) was acquired on August 11, 2005 (the “LBO”) in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs & Co., Kohlberg Kravis Roberts & Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”).

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp. (“SCC”). All four of these companies were formed for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.” SCC, SCCII and SunGard are separate reporting companies and, together with their direct and indirect subsidiaries, are collectively referred to as the “Company.” The Holding Companies have no other operations beyond those of their ownership of SunGard.

SunGard is one of the world’s leading software and technology services companies and has three segments: Financial Systems (“FS”), Availability Services (“AS”) and Public Sector & Education (“PS&E”), which is comprised of the Company’s Public Sector business and K-12 Education business. 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, 2012. Interim financial reporting does not include all of the information and footnotes required by GAAP for annual financial statements. The interim financial information is unaudited, but, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments necessary to provide a fair statement of results for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.

As discussed in Note 2 and Note 13, the presentation of certain prior-year amounts has been revised to conform to the current-year presentation.

Recent Accounting Pronouncements

In July 2013, the FASB issued guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance is a change in financial statement presentation only and has no material impact in the consolidated financial results. The guidance is effective beginning January 1, 2014 on either a prospective or retrospective basis.

2. Expense Classification:

During a review of spending by functional area, the Company identified a misclassification of certain expenses in 2010, 2011 and 2012. The misclassification stems from the treatment of certain offshore resources by functional area. It resulted in an understatement of product development and maintenance expense with an

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offsetting overstatement within cost of sales and direct operating expense and sales, marketing and administration expense. There was no impact on total reported expenses for any period and therefore no impact on operating or net income.

The impact within the functional expense areas is as follows for the three and nine months ended September 30, 2012:

	Three months ended September 30, 2012
	As reported		As revised
Cost of sales and direct operating	$	430	$	430
Sales, marketing and administration		245		237
Product development and maintenance		90		98
Total functional expenses	$	765	$	765

	Nine months ended September 30, 2012
	As reported		As revised
Cost of sales and direct operating	$	1,321	$	1,316
Sales, marketing and administration		768		751
Product development and maintenance		273		295
Total functional expenses	$	2,362	$	2,362

3. Discontinued Operations:

In January 2012, the Company sold its Higher Education (“HE”) business and used the net cash proceeds (as defined in its senior secured credit agreement) of $1,222 million, which is the gross transaction value of $1,775 million less applicable taxes and fees, to repay a pro-rata portion of its outstanding term loans. In July 2012, the Company sold its FS subsidiary SunGard Global Services (France) for gross proceeds of €14 million. The results for discontinued operations for the three and nine months ended September 30, 2012 reflect the impact of these sales.

The results for the discontinued operations for the three and nine months ended September 30, 2012 and 2013 were as follows (in millions):

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2013		2012			2013
Revenue	$	5		$	—	$	55		$	—
Operating income (loss)		(1	)		—		(4	)		—
Gain on sale of business		8			—		571			—
Income (loss) before income taxes		7			—		567			—
Benefit from (provision for) income taxes		(2	)		—		(251	)		—
Income (loss) from discontinued operations	$	5		$	—	$	316		$	—

4. Intangible Assets and Goodwill:

Trade Name

The trade name intangible asset represents the fair value of the SunGard trade name and is an indefinite-lived asset not subject to amortization. The Company performed its annual impairment test of the SunGard trade name in the third quarter of 2013. Based on the results of this test, the fair value of the trade name exceeded its

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carrying value, resulting in no impairment of the trade name, but the excess of fair value over the carrying value was 6%. The sale of the HE business in January 2012 significantly decreased the estimated fair value of the Company’s trade name. As compared to the July 1, 2012 test, projected future revenues have declined and the discount rate has increased. In addition to future revenue projections, a critical assumption considered in the impairment test of the trade name is the implied royalty rate. A 50 basis point decrease in the assumed royalty rate would have resulted in an impairment of the trade name asset of approximately $156 million (100 basis point decrease would result in an impairment of approximately $372 million). A 100 basis point increase in the discount rate would result in an impairment of the trade name asset of approximately $51 million. Furthermore, to the extent that additional businesses are divested in the future, the revenue supporting the trade name will decline, which may result in impairment charges.

Goodwill

GAAP requires the Company to perform a goodwill impairment test annually and more frequently when negative conditions or triggering events arise. The Company completes its annual goodwill impairment test as of July 1 for each of its 11 reporting units. In September 2011, the FASB issued amended guidance that simplified how entities test goodwill for impairment. After an assessment of certain qualitative factors (referred to as “step zero”), if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test(s) become optional. As allowed under the amended guidance, the Company chose to assess the qualitative factors of five of its reporting units and determined, for each of those five reporting units, a step-one test was not required. The five reporting units selected for a step-zero analysis each had a fair value of goodwill in excess of 25% of its respective carrying value as of the July 1, 2012 step-one test. The Company performed a step-one test for the remaining six reporting units.

In step one, the estimated fair value of each reporting unit is compared to its carrying value. The Company estimated the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). An equal weighting of the income approach and the market approach was used in the July 1, 2013 test. If there is a deficiency (the estimated fair value of a reporting unit is less than its carrying value), a step-two test is required. In step two, the amount of any goodwill impairment is measured by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected in operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination.

Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, as well as industry and general economic data from third party sources. Discount rate assumptions reflect an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. For the July 1, 2013 impairment test, the discount rates used were between 9% and 13.5% and the perpetual growth rates used were between 1.5% and 4%. Based on the results of the step-one tests, the Company determined that the fair values of each of the reporting units tested exceeded the respective carrying value and a step-two test was not required.

The Company determined that the excess of the estimated fair value over the carrying value of one of its reporting units was 9% of the carrying value as of the July 1, 2013 impairment test. This reporting unit’s goodwill balance at July 1, 2013 was $527 million. As mentioned above, the Company uses a combination of the income approach and market approach to determine the fair value of each reporting unit. Under the income approach, which is subject to variability based on the discount and perpetual growth rate assumptions used, a 50 basis point decrease in the perpetual growth rate or a 50 basis point increase in the discount rate would not cause this reporting unit to fail the step-one test. A one hundred basis point decrease in the perpetual growth rate or a one hundred basis point increase in the discount rate would cause this reporting unit to fail the step-one test and require a step-two analysis, and some or all of this goodwill could be impaired. Furthermore, if this unit fails to achieve expected performance levels in the next twelve months or experiences a downturn in the business, goodwill could be impaired. The

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other five reporting units for which the Company performed a step one test each had estimated fair values that exceeded the respective carrying value of the reporting unit by at least 25% as of the July 1, 2013 impairment test.

The following table summarizes changes in goodwill by segment (in millions):

	Cost											Accumulated Impairment
	FS			AS			PS&E		Subtotal			AS			PS&E			Subtotal			Total
Balance at December 31, 2012	$	3,516		$	2,243		$	544	$	6,303		$	(1,547	)	$	(217	)	$	(1,764	)	$	4,539
Effect of foreign currency translation		9			(2	)		—		7			—			—			—			7
Other		(1	)		—			—		(1	)		—			—			—			(1	)
Balance at September 30, 2013	$	3,524		$	2,241		$	544	$	6,309		$	(1,547	)	$	(217	)	$	(1,764	)	$	4,545

Intangible Asset amortization

Based on amounts recorded at September 30, 2013, total expected amortization of all acquisition-related intangible assets in each of the years ended December 31 follows (in millions):

2013	$	341
2014		290
2015		235
2016		215
2017		207

5. Accumulated Other Comprehensive Income:

The following table summarizes the unrealized gains (losses) on derivative instruments including the impact of components reclassified into net income from accumulated other comprehensive income for the three and nine months ended September 30, 2012 and 2013 (in millions):

Other Comprehensive Income Components	Three months ended September 30,					Nine months ended September 30,						Affected Line Item in the Statement of ComprehensiveIncome for Components Reclassified from OCI
	2012		2013			2012			2013
Unrealized gain (loss) on derivative instruments and other	$	1	$	(3	)	$	1		$	(3	)
Less: gain (loss) on derivatives reclassified into income
Interest rate contracts		2		1			8			5		Interest expense and amortization of deferred financing fees
Forward currency hedges		1		2			3			—		Cost of sales and direct operating
Total reclassified into income		3		3			11			5
Less: income tax benefit (expense)		1		(1	)		(1	)		(2	)
Unrealized gain (loss) on derivative instruments, net of tax	$	5	$	(1	)	$	11		$	—

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The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, through September 30, 2013 as follows (in millions):

	Gains (Losses) on Derivative Instruments			Currency Translation			Other			Total Accumulated Other Comprehensive Income (loss)
Balance at December 31, 2012	$	2		$	(4	)	$	(1	)	$	(3	)
Other comprehensive income before reclassifications		(3	)		10			(6	)		1
Amounts reclassified from accumulated other comprehensive income net of tax		3			—			—			3
Net current-period other comprehensive income		—			10			(6	)		4
Balance at September 30, 2013	$	2		$	6		$	(7	)	$	1

6. Debt and Derivatives:

On January 2, 2013, SunGard repaid a $50 million revolving credit advance borrowed under its secured accounts receivable facility.

On March 8, 2013, SunGard amended and restated its senior secured credit agreement (“Credit Agreement”) to, among other things, (i) issue an additional term loan of $2,200 million (“tranche E”) maturing on March 8, 2020, the proceeds of which were used to (a) repay in full the $1,719 million tranche B term loan and (b) repay $481 million of the tranche C term loan; (ii) replace the $880 million of revolving commitments with $850 million of new revolving commitments, which will mature on March 8, 2018; and (iii) modify certain covenants and other provisions in order to, among other things (x) modify (and in the case of the term loan facility, remove) the financial maintenance covenants included therein and (y) permit the Company to direct the net cash proceeds of permitted dispositions otherwise requiring a pro rata prepayment of term loans to the prepayment of specific tranches of term loans at the Company’s sole discretion. The interest rate on tranche E is LIBOR plus 3% with a 1% LIBOR floor, which at September 30, 2013 was 4%. SunGard is required to repay installments in quarterly principal amounts of 0.25% of its funded tranche E principal amount through the maturity date, at which time the remaining aggregate principal balance is due. Tranche E and the new revolving commitments are subject to certain springing maturities which are described in the Credit Agreement. As a result of this transaction, the Company incurred a loss on the extinguishment of debt of approximately $5 million.

SunGard voluntarily prepaid $50 million of its tranche A term loan in each of the first three quarters of 2013. The related loss on the extinguishment of debt was not material to the Company’s operations, financial position or cash flows.

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Debt consisted of the following (in millions):

	December 31, 2012			September 30, 2013
Senior Secured Credit Facilities:
Secured revolving credit facility	$	—		$	—
Tranche A, effective interest rate of 1.96% and 1.93%		207			57
Tranche B, effective interest rate of 4.35%		1,719			—
Tranche C, effective interest rate of 4.17% and 4.41%		908			427
Tranche D, effective interest rate of 4.50% and 4.50%		720			714
Tranche E, effective interest rate of 4.10%		—			2,189
Total Senior Secured Credit Facilities		3,554			3,387
Senior Secured Notes due 2014 at 4.875%, net of discount of $4 and $1		246			249
Senior Notes due 2018 at 7.375%		900			900
Senior Notes due 2020 at 7.625%		700			700
Senior Subordinated Notes due 2019 at 6.625%		1,000			1,000
Secured accounts receivable facility, at 3.71% and 3.68%		250			200
Other, primarily foreign bank debt and capital lease obligations		12			12
Total debt		6,662			6,448
Short-term borrowings and current portion of long-term debt		(63	)		(342	)
Long-term debt	$	6,599		$	6,106

SunGard uses interest rate swap agreements to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the Credit Agreement. Each swap agreement is designated as a cash flow hedge. SunGard pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on LIBOR. At September 30, 2013, one-month and three-month LIBOR was 0.18% and 0.25%, respectively. The net receipt or payment from the interest rate swap agreements is included in interest expense. The interest rates in the table above reflect the impact of the swaps.

A summary of the Company’s interest rate swaps at September 30, 2013 follows (in millions):

Inception	Maturity	Notional Amount (in millions)		Interest rate paid			Interest rate received (LIBOR)
August-September 2012	February 2017	$	400		0.69	%		1-Month
June 2013	June 2019		100		1.86	%		3-Month
September 2013	June 2019		100		2.26	%		3-Month
Total / Weighted Average		$	600		1.15	%

The fair values of interest rate swaps designated as cash flow hedging instruments, included in other accrued expenses on the consolidated balance sheets, are $5 million as of December 31, 2012. At September 30, 2013, the fair values of interest rate swaps are $2 million and are included in other intangible assets.

The Company has no ineffectiveness related to its swap agreements. The Company expects to reclassify in the next twelve months approximately $4 million from other comprehensive income (loss) into earnings related to the Company’s interest rate swaps based on the borrowing rates at September 30, 2013.

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7. Fair Value Measurements:

The following table summarizes assets and liabilities measured at fair value on a recurring basis at September 30, 2013 (in millions):

	Fair Value Measures Using
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents—money market funds	$	330	$	—	$	—	$	330
Interest rate swap agreements and other		—		2		—		2
Total	$	330		2		—		332

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December 31, 2012 (in millions):

	Fair Value Measures Using
	Level 1		Level 2		Level 3		Total
Assets
Cash and cash equivalents—money market funds	$	227	$	—	$	—	$	227
Currency forward contracts		—		4		—		4
Total	$	227	$	4	$	—	$	231
Liabilities
Interest rate swap agreements and other	$	—	$	4	$	—	$	4

A Level 1 fair value measure is based upon quoted prices in active markets for identical assets or liabilities. A Level 2 fair value measure is based upon quoted prices for similar assets and liabilities in active markets or inputs that are observable. A Level 3 fair value measure is based upon inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Cash and cash equivalents—money market funds are recognized and measured at fair value in the Company’s financial statements. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers.

The Company uses currency forward contracts to manage its exposure to fluctuations in costs caused by variations in Indian Rupee and British Pound Sterling exchange rates. These forward contracts are designated as cash flow hedges. The fair value of these currency forward contracts is determined using currency exchange market rates, obtained from independent, third party banks, at the balance sheet date. This fair value of forward contracts is subject to changes in currency exchange rates. The Company has no ineffectiveness related to its use of currency forward contracts.

The following table presents the carrying amount and estimated fair value of the Company’s debt, including the current portion and excluding the interest rate swaps, as of December 31, 2012 and September 30, 2013 (in millions):

	December 31, 2012				September 30, 2013
	Carrying Value		Fair Value		Carrying Value		Fair Value
Floating rate debt	$	3,803	$	3,826	$	3,587	$	3,601
Fixed rate debt		2,859		3,023		2,861		2,976

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The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. The derivative financial instruments are carried at fair value. The fair value of the Company’s floating rate and fixed rate long-term debt (Level 2) is determined using actual market quotes and benchmark yields received from independent vendors.

8. Equity:

A rollforward of SCC’s equity for 2013 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December 31, 2012	$	45		$	5		$	(961	)	$	(911	)	$	26		$	1,575		$	1,601
Net income (loss)		—			—			(130	)		(130	)		2			119			121
Foreign currency translation		—			—			10			10			—			—			—
Net unrealized gain on derivative instruments		—			—			—			—			—			—			—
Other		—			—			(6	)		(6	)		—			—			—
Comprehensive income (loss)		—			—			(126	)		(126	)		2			119			121
Stock compensation expense		—			—			35			35			—			—			—
Termination of put options due to employee terminations and other		(8	)		(1	)		11			2			(4	)		2			(2	)
Purchase of treasury stock		—			—			(4	)		(4	)		—			(3	)		(3	)
Transfer intrinsic value of vested restricted stock units		15			—			(25	)		(10	)		10			—			10
Other		—			—			(8	)		(8	)		—			—			—
Balance at September 30, 2013	$	52		$	4		$	(1,078	)	$	(1,022	)	$	34		$	1,693		$	1,727

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A rollforward of SCC’s equity for 2012 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December 31, 2011	$	47		$	6		$	(663	)	$	(610	)	$	28		$	2,038		$	2,066
Net income (loss)		—			—			(321	)		(321	)		—			186			186
Foreign currency translation		—			—			16			16			—			—			—
Net unrealized gain on derivative instruments		—			—			11			11			—			—			—
Comprehensive income (loss)		—			—			(294	)		(294	)		—			186			186
Stock compensation expense		—			—			29			29			—			—			—
Termination of put options due to employee terminations and other		(16	)		(2	)		20			2			(8	)		5			(3	)
Issuance of common and preferred stock		—			—			1			1			—			—			—
Purchase of treasury stock		—			—			(7	)		(7	)		—			(2	)		(2	)
Transfer intrinsic value of vested restricted stock units		15			1			(25	)		(9	)		9			—			9
Other		—			—			(10	)		(10	)		—			—			—
Balance at September 30, 2012	$	46		$	5		$	(949	)	$	(898	)	$	29		$	2,227		$	2,256

In June 2013, certain senior executives of the Company were granted a new form of long-term incentive equity award (“Appreciation Units”) to be settled in stock. The Appreciation Units’ vesting terms are either market-based dependent upon the performance of the Company’s Unit price (“Performance-based”) or time-based. Performance-based Appreciation Units will vest only if the average value per Unit (defined as 1.3 shares of Class A common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.05 shares of preferred stock of SunGard Capital Corp. II) at each measurement date (as defined in the agreements) increases over a base Unit value specified in the agreements and may be subject to continued employment through June 1, 2017. Time-based Appreciation Units will vest in annual installments over a period of years as specified in the applicable award agreement, subject to continued employment. The Company determined the fair value of the Performance-based Appreciation Units using a Monte Carlo valuation model and will record the aggregate expense of $22 million over the four-year measurement period on a straight-line basis regardless of vesting, subject to continued employment, if applicable. Time-based Appreciation Units were valued using the Black-Scholes pricing model at $4 million in the aggregate, which will be expensed over the four-year service period on a straight-line basis.

9. Income Taxes:

Included in the benefit recorded in income tax expense for the nine months ended September 30, 2013 is a discrete item of $9 million related to a benefit associated with a tax accounting method change related to certain lease-related reserves.

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10. Segment Information:

The Company has three reportable segments: FS, AS and PS&E. The Company evaluates the performance of its segments based on Adjusted EBITDA. Adjusted EBITDA, a non-GAAP measure, is defined as operating income before the following items:

• depreciation,

• amortization of acquisition-related intangible assets,

• goodwill impairment,

• severance and facility closure charges,

• stock compensation,

• management fees, and

• certain other costs.

While these charges may be recurring, management excludes them in order to better analyze the segment results and evaluate the segment performance. This analysis is used extensively by management and is also used to communicate the segment results to the Company’s board of directors. In addition, management reviews Adjusted EBITDA on a constant currency basis, especially when comparing to the prior year results. While Adjusted EBITDA is useful for analysis purposes, it should not be considered as an alternative to the Company’s reported GAAP results. Also, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is similar, but not identical, to adjusted EBITDA as defined in the Credit Agreement for purposes of SunGard’s debt covenants. The operating results apply to each of SCC, SCCII and SunGard unless otherwise noted.

The operating results for the three months ended September 30, 2013 and 2012 for each segment follow (in millions):

Three Months Ended September 30, 2013	FS			AS			PS&E			Sum of segments
Revenue	$	635	(1)	$	340		$	53		$	1,028
Adjusted EBITDA		194	(1)		108			16			318
Adjusted EBITDA margin		30.5	%		31.6	%		31.4	%		30.9	%
Year to year revenue change		(1	)%		(2	)%		6	%		(1	)%
Year to year Adjusted EBITDA change		14	%		(11	)%		10	%		4	%

Three Months Ended September 30, 2012	FS			AS			PS&E			Sum of segments
Revenue	$	640		$	346		$	49		$	1,035
Adjusted EBITDA		170			120			15			305
Adjusted EBITDA margin		26.6	%		34.8	%		30.4	%		29.5	%

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Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes:

	Three Months Ended
	September 30, 2012			September 30, 2013
Adjusted EBITDA (sum of segments)	$	305		$	318
Corporate		(10	)		(12	)
Depreciation(3)		(70	)		(73	)
Amortization of acquisition-related intangible assets		(94	)		(82	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(13	)		(9	)
Stock compensation expense		(9	)		(12	)
Management fees		(3	)		(3	)
Other costs (included in operating income)		—			(5	)
Interest expense, net		(101	)		(95	)
Loss on extinguishment of debt		—			(1	)
Income (loss) from continuing operations before income tax	$	(380	)	$	26

Depreciation and amortization and capital expenditures by segment follow (in millions):

Three Months Ended September 30, 2013	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	23	$	34	$	2	$	59	$	—	$	59
Depreciation(3)		22		49		2		73		—		73
Amortization of acquisition-related intangible assets		40		38		3		81		1		82

Three Months Ended September 30, 2012	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	19	$	36	$	2	$	57	$	1	$	58
Depreciation(3)		22		46		1		69		1		70
Amortization of acquisition-related intangible assets		49		40		5		94		—		94

The operating results for the nine months ended September 30, 2013 and 2012 for each segment follow (in millions):

Nine Months Ended September 30, 2013	FS			AS			PS&E			Sum of segments
Revenue	$	1,867	(1)	$	1,029		$	155		$	3,051
Adjusted EBITDA		502	(1)(2)		325			48			875
Adjusted EBITDA margin		26.9	%		31.5	%		31.2	%		28.7	%
Year to year revenue change		(3	)%		(2	)%		2	%		(3	)%
Year to year Adjusted EBITDA change		6	%		(7	)%		3	%		—	%

Nine Months Ended September 30, 2012	FS			AS			PS&E			Sum of Segments
Revenue	$	1,928		$	1,052		$	151		$	3,131
Adjusted EBITDA		474			351			47			872
Adjusted EBITDA margin		24.6	%		33.4	%		31.0	%		27.9	%

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Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes:

	Nine Months Ended
	September 30, 2012			September 30, 2013
Adjusted EBITDA (sum of segments)	$	872		$	875
Corporate		(35	)		(36	)
Depreciation(3)		(211	)		(222	)
Amortization of acquisition-related intangible assets		(295	)		(255	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(22	)		(15	)
Stock compensation expense		(29	)		(35	)
Management fees		(9	)		(8	)
Other costs (included in operating income)		(8	)		(15	)
Interest expense, net		(324	)		(301	)
Loss on extinguishment of debt		(51	)		(6	)
Other income (expense)		2			(1	)
Income (loss) from continuing operations before income tax	$	(495	)	$	(19	)

Depreciation and amortization and capital expenditures by segment follow (in millions):

Nine Months Ended September 30, 2013	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	64	$	89	$	6	$	159	$	1	$	160
Depreciation(3)		67		149		5		221		1		222
Amortization of acquisition-related intangible assets		128		115		11		254		1		255

Nine Months Ended September 30, 2012	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	62	$	104	$	6	$	172	$	1	$	173
Depreciation(3)		63		142		5		210		1		211
Amortization of acquisition-related intangible assets		155		126		14		295		—		295

⁽¹⁾ SunGard received approximately $12 million in proceeds related to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a Financial Systems customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which now has been recognized, and a termination charge related to the customer contract.

⁽²⁾ During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations. In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $9 million for the nine month period ended September 30, 2013. The impact of this change is expected to be negligible for the full year.

⁽³⁾  Includes amortization of capitalized software.

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11. Employee Termination Benefits and Facility Closures:

The following table provides a rollforward of the liability balances for workforce reductions and facility closures, which occurred through September 30, 2013 (in millions):

	Balance 12/31/2012		Expense Related to 2013 Actions		Paid			Other Adjustments*			Balance 09/30/2013
Workforce-related	$	32	$	18	$	(23	)	$	(6	)	$	21
Facilities		22		1		(3	)		—			20
Total	$	54	$	19	$	(26	)	$	(6	)	$	41

* The other adjustments column in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation and other adjustments.

The workforce related actions are expected to be paid out over the next 18 months (the majority within 12 months). The facilities accruals are for ongoing obligations to pay rent for vacant space and are net of sublease reserves. The lengths of these obligations vary by lease with the majority ending in 2019.

12. Related Party Transactions:

In accordance with the Management Agreement between the Company and affiliates of the Sponsors, the Company recorded $3 million of management fees in sales, marketing and administration expenses during each of the three months ended September 30, 2012 and 2013. The Company recorded $9 million and $8 million of management fees in sales, marketing and administration expenses during the nine months ended September 30, 2012 and 2013, respectively.

Regarding the timing of these payments, at December 31, 2012 and September 30, 2013, the Company had $4 million and $3 million, respectively, due to the Sponsors which were included in other accrued expenses.

During the first quarter of 2012, in connection with the sale of HE, the Company paid the Sponsors $17.8 million of management fees, which are included in the results of discontinued operations.

In addition to management fees, one of our Sponsors, Goldman Sachs & Co. and/or its respective affiliates, received fees of approximately $1 million for each of the nine months ended September 30, 2012 and 2013 in connection with amendments of SunGard’s Credit Agreement. For the three months ended September 30, 2012 and 2013, no fees were paid to Goldman Sachs & Co. and/or its respective affiliates.

13. Supplemental Guarantor Condensed Consolidating Financial Statements:

SunGard’s senior unsecured notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned, domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors and SunGard Holdco LLC also unconditionally guarantee the senior secured credit facilities. The Guarantors are subject to release under certain circumstances as described below.

The indentures evidencing the guarantees provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of:

• The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets;

• Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants;

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• Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or

• Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied.

The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December 31, 2012 and September 30, 2013, and for the three and nine month periods ended September 30, 2012 and 2013 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties to nor guarantors of the debt issued as described in Note 5 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for 2012.

(in millions)	Supplemental Condensed Consolidating Balance Sheet December 31, 2012
	Parent Company		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	220	$	(3	)	$	329	$	—		$	546
Intercompany balances		—		2,457			742		(3,199	)		—
Trade receivables, net		3		566	(a)		331		—			900
Prepaid expenses, taxes and other current assets		1,312		70			89		(1,241	)		230
Total current assets		1,535		3,090			1,491		(4,440	)		1,676
Property and equipment, net		—		574			300		—			874
Intangible assets, net		112		2,413			404		—			2,929
Deferred income taxes		39		—			—		(39	)		—
Intercompany balances		254		7			76		(337	)		—
Goodwill		—		3,470			1,069		—			4,539
Investment in subsidiaries		8,620		2,101			—		(10,721	)		—
Total Assets	$	10,560	$	11,655		$	3,340	$	(15,537	)	$	10,018
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	57	$	—		$	6	$	—		$	63
Intercompany balances		3,199		—			—		(3,199	)		—
Accounts payable and other current liabilities		70		1,983			632		(1,241	)		1,444
Total current liabilities		3,326		1,983			638		(4,440	)		1,507
Long-term debt		6,343		2			254		—			6,599
Intercompany debt		83		—			254		(337	)		—
Deferred and other income taxes		92		1,000			67		(39	)		1,120
Other liabilities		—		50			26		—			76
Total liabilities		9,844		3,035			1,239		(4,816	)		9,302
Total stockholder’s equity		716		8,620			2,101		(10,721	)		716
Total Liabilities and Stockholder’s Equity	$	10,560	$	11,655		$	3,340	$	(15,537	)	$	10,018

(a) This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $250 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

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(in millions)	Supplemental Condensed Consolidating Balance Sheet September 30, 2013
	Parent Company		Guarantor Subsidiaries			Non- Guarantor Subsidiaries		Eliminations			Consolidated
Assets
Current:
Cash and cash equivalents	$	316	$	—		$	373	$	—		$	689
Intercompany balances		—		2,951			694		(3,645	)		—
Trade receivables, net		10		473	(b)		232		—			715
Prepaid expenses, taxes and other current assets		1,432		73			104		(1,381	)		228
Total current assets		1,758		3,497			1,403		(5,026	)		1,632
Property and equipment, net		—		540			272		—			812
Intangible assets, net		108		2,208			359		—			2,675
Deferred income taxes		38		—			—		(38	)		—
Intercompany balances		261		8			76		(345	)		—
Goodwill		—		3,468			1,077		—			4,545
Investment in subsidiaries		8,742		2,075			—		(10,817	)		—
Total Assets	$	10,907	$	11,796		$	3,187	$	(16,226	)	$	9,664
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	335	$	1		$	6	$	—		$	342
Intercompany balances		3,646		—			—		(3,646	)		—
Accounts payable and other current liabilities		116		2,079			549		(1,381	)		1,363
Total current liabilities		4,097		2,080			555		(5,027	)		1,705
Long-term debt		5,901		2			203		—			6,106
Intercompany debt		83		—			261		(344	)		—
Deferred and other income taxes		98		924			41		(38	)		1,025
Other liabilities		—		48			52		—			100
Total liabilities		10,179		3,054			1,112		(5,409	)		8,936
Total stockholder’s equity		728		8,742			2,075		(10,817	)		728
Total Liabilities and Stockholder’s Equity	$	10,907	$	11,796		$	3,187	$	(16,226	)	$	9,664

(b) This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

25

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Three Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	725		$	394		$	(84	)	$	1,035
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		20			506			323			(84	)		765
Depreciation		—			48			22			—			70
Amortization of acquisition-related intangible assets		1			76			17			—			94
Goodwill impairment charges		—			385			—			—			385
Total costs and expenses		21			1,015			362			(84	)		1,314
Operating income (loss)		(21	)		(290	)		32			—			(279	)
Net interest income (expense)		(94	)		—			(7	)		—			(101	)
Equity in earnings of unconsolidated subsidiaries (c)		(287	)		25			—			262			—
Other income (expense)		—			—			—			—			—
Income (loss) from continuing operations before income taxes		(402	)		(265	)		25			262			(380	)
Benefit from (provision for) income taxes		40			(18	)		(9	)		—			13
Income (loss) from continuing operations		(362	)		(283	)		16			262			(367	)
Income (loss) from discontinued operations, net of tax		—			(4	)		9			—			5
Net income (loss)	$	(362	)	$	(287	)	$	25		$	262		$	(362	)
Comprehensive income (loss)	$	(330	)	$	(265	)	$	45		$	220		$	(330	)

(c) The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the three months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

While these revisions have no impact on the previously reported Net income or total cash flows from operations of the Parent Company or Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Parent Company in 2012, Equity in earnings of unconsolidated subsidiaries changed from $(292) million to $(287) million; Income (loss) from continuing operations changed from $(367) million to $(362) million; and Income (loss) from discontinued operations, net of tax changed from $5 million to $- million. For the Guarantor Subsidiaries in 2012, Equity in earnings of unconsolidated subsidiaries changed from $16 million to $25 million; Income (loss) from continuing operations changed from $(292) million to $(283) million; and Income (loss) from discontinued operations, net of tax changed from $5 million to $(4) million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Comprehensive Income or the Supplemental Condensed Consolidating Schedule of Cash Flows for any period.

26

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Three Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	712		$	402		$	(86	)	$	1,028
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		25			498			314			(86	)		751
Depreciation		1			50			22			—			73
Amortization of acquisition-related intangible assets		—			67			15			—			82
Goodwill impairment charges		—			—			—			—			—
Total costs and expenses		26			615			351			(86	)		906
Operating income (loss)		(26	)		97			51			—			122
Net interest income (expense)		(91	)		1			(5	)		—			(95	)
Equity in earnings of unconsolidated subsidiaries		99			32			—			(131	)		—
Other income (expense)		(1	)		—			—			—			(1	)
Income (loss) from continuing operations before income taxes		(19	)		130			46			(131	)		26
Benefit from (provision for) income taxes		42			(31	)		(14	)		—			(3	)
Income (loss) from continuing operations		23			99			32			(131	)		23
Income (loss) from discontinued operations, net of tax		—			—			—			—			—
Net income (loss)		23			99		$	32			(131	)		23
Comprehensive income (loss)	$	75		$	144		$	77		$	(221	)	$	75

27

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Nine Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	2,170		$	1,218		$	(257	)	$	3,131
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		69			1,562			988			(257	)		2,362
Depreciation		—			144			67			—			211
Amortization of acquisition-related intangible assets		1			245			49			—			295
Goodwill impairment charges		—			385			—			—			385
Total costs and expenses		70			2,336			1,104			(257	)		3,253
Operating income (loss)		(70	)		(166	)		114			—			(122	)
Net interest income (expense)		(303	)		—			(21	)		—			(324	)
Equity in earnings of unconsolidated subsidiaries (d)		(83	)		65			—			18			—
Other income (expense)		(51	)		—			2			—			(49	)
Income (loss) from continuing operations before income taxes		(507	)		(101	)		95			18			(495	)
Benefit from (provision for) income taxes		147			(68	)		(35	)		—			44
Income (loss) from continuing operations		(360	)		(169	)		60			18			(451	)
Income (loss) from discontinued operations, net of tax		225			86			5			—			316
Net income (loss)	$	(135	)	$	(83	)	$	65		$	18		$	(135	)
Comprehensive income (loss)	$	(108	)	$	(65	)	$	80		$	(15	)	$	(108	)

(d) The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the nine months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

While these revisions have no impact on the previously reported Net income or total cash flows from operations of the Parent Company or Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Parent Company in 2012, Equity in earnings of unconsolidated subsidiaries changed from $(174) million to $(83) million; Income (loss) from continuing operations changed from $(451) million to $(360) million; and Income (loss) from discontinued operations, net of tax changed from $316 million to $225 million. For the Guarantor Subsidiaries in 2012, Equity in earnings of unconsolidated subsidiaries changed from $60 million to $65 million; Income (loss) from continuing operations changed from $(174) million to $(169) million; and Income (loss) from discontinued operations, net of tax changed from $91 million to $86 million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Comprehensive Income or the Supplemental Condensed Consolidating Schedule of Cash Flows for any period.

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(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Nine Months Ended September 30 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Total revenue	$	—		$	2,112		$	1,201		$	(262	)	$	3,051
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		74			1,518			955			(262	)		2,285
Depreciation		1			150			71			—			222
Amortization of acquisition-related intangible assets		—			208			47			—			255
Goodwill impairment charges		—			—			—			—			—
Total costs and expenses		75			1,876			1,073			(262	)		2,762
Operating income (loss)		(75	)		236			128			—			289
Net interest income (expense)		(283	)		—			(18	)		—			(301	)
Equity in earnings of unconsolidated subsidiaries		234			87			—			(321	)		—
Other income (expense)		(6	)		—			(1	)		—			(7	)
Income (loss) from continuing operations before income taxes		(130	)		323			109			(321	)		(19	)
Benefit from (provision for) income taxes		121			(89	)		(22	)		—			10
Income (loss) from continuing operations	$	(9	)	$	234		$	87		$	(321	)	$	(9	)
Income (loss) from discontinued operations, net of tax		—			—			—			—			—
Net income (loss)	$	(9	)	$	234		$	87		$	(321	)	$	(9	)
Comprehensive income (loss)	$	(5	)	$	232		$	91		$	(323	)	$	(5	)

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	Supplemental Condensed Consolidating Schedule of Cash Flows Nine Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(135	)	$	(83	)	$	65		$	18		$	(135	)
Income (loss) from discontinued operations		225			86			5			—			316
Income (loss) from continuing operations		(360	)		(169	)		60			18			(451	)
Non cash adjustments		220			653			111			(18	)		966
Changes in operating assets and liabilities		(175	)		92			(6	)		—			(89	)
Cash flow from (used in) continuing operations		(315	)		576			165			—			426
Cash flow from (used in) discontinued operations		(338	)		(5	)		3			—			(340	)
Cash flow from (used in) operations		(653	)		571			168			—			86
Investment activities:
Intercompany transactions (e)		2,342			(411	)		(160	)		(1,771	)		—
Cash paid for acquired businesses, net of cash acquired		—			(1	)		(9	)		—			(10	)
Cash paid for property and equipment and software		—			(125	)		(48	)		—			(173	)
Other investing activities		(1	)		1			3			—			3
Cash provided by (used in) continuing operations		2,341			(536	)		(214	)		(1,771	)		(180	)
Cash provided by (used in) discontinued operations		—			1,744			14			—			1,758
Cash provided by (used in) investment activities		2,341			1,208			(200	)		(1,771	)		1,578
Financing activities:
Intercompany dividends of HE sale proceeds		—			(1,771	)		—			1,771			—
Intercompany dividends		—			—			—			—			—
Net repayments of long-term debt		(1,742	)		(2	)		—			—			(1,744	)
Premium paid to retire debt		(27	)		—			—			—			(27	)
Other financing activities		(19	)		—			—			—			(19	)
Cash provided by (used in) continuing operations		(1,788	)		(1,773	)		—			1,771			(1,790	)
Cash provided by (used in) discontinued operations		—			—			—			—			—
Cash provided by (used in) financing activities		(1,788	)		(1,773	)		—			1,771			(1,790	)
Effect of exchange rate changes on cash		—			—			5			—			5
Increase (decrease) in cash and cash equivalents		(100	)		6			(27	)		—			(121	)
Beginning cash and cash equivalents		529			(15	)		359			—			873
Ending cash and cash equivalents	$	429		$	(9	)	$	332		$	—		$	752

(e) The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business.

30

	Supplemental Condensed Consolidating Schedule of Cash Flows Nine Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations			Consolidated
Cash flow from operations:
Net income (loss)	$	(9	)	$	234		$	87		$	(321	)	$	(9	)
Income (loss) from discontinued operations		—			—			—			—			—
Income (loss) from continuing operations		(9	)		234			87			(321	)		(9	)
Non cash adjustments		(164	)		195			92			321			444
Changes in operating assets and liabilities		(75	)		184			25			—			134
Cash flow from (used in) continuing operations		(248	)		613			204			—			569
Cash flow from (used in) discontinued operations		—			—			—			—			—
Cash flow from (used in) operations		(248	)		613			204			—			569
Investment activities:
Intercompany transactions		555			(386	)		43			(212	)		—
Cash paid for acquired businesses, net of cash acquired		—			(1	)		—			—			(1	)
Cash paid for property and equipment and software		—			(116	)		(44	)		—			(160	)
Other investing activities		—			—			1			—			1
Cash provided by (used in) continuing operations		555			(503	)		—			(212	)		(160	)
Cash provided by (used in) discontinued operations		—			—			—			—			—
Cash provided by (used in) investment activities		555			(503	)		—			(212	)		(160	)
Financing activities:
Intercompany dividends of HE sale proceeds		—			—			—			—			—
Intercompany dividends		—			(106	)		(106	)		212			—
Net repayments of long-term debt		(193	)		(1	)		(52	)		—			(246	)
Premium paid to retire debt		—			—			—			—			—
Other financing activities		(18	)		—			—			—			(18	)
Cash provided by (used in) continuing operations		(211	)		(107	)		(158	)		212			(264	)
Cash provided by (used in) discontinued operations		—			—			—			—			—
Cash provided by (used in) financing activities		(211	)		(107	)		(158	)		212			(264	)
Effect of exchange rate changes on cash		—			—			(2	)		—			(2	)
Increase (decrease) in cash and cash equivalents		96			3			44			—			143
Beginning cash and cash equivalents		220			(3	)		329			—			546
Ending cash and cash equivalents	$	316		$	—		$	373		$	—		$	689

31

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Introduction

The following discussion and analysis supplements management’s discussion and analysis in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and presumes that readers are familiar with the discussion and analysis in that filing. 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. The following discussion reflects the results of operations and financial condition of SunGard, which are materially the same as the results of operations and financial condition of SCC and SCCII. Therefore, the discussions provided are applicable to each of SCC, SCCII and SunGard unless otherwise noted.

Our critical accounting estimate disclosure from our Annual Report on Form 10-K for the year ended December 31, 2012 has been updated as a result of our annual trade name and goodwill impairment tests as discussed in Note 4 of Notes to Consolidated Financial Statements.

Except as otherwise noted, all explanations below exclude the impacts from changes in currency translation, which we refer to as constant currency, a non-GAAP measure. We believe presenting our results on a constant currency basis is meaningful for assessing how our underlying businesses have performed due to the fact that we have international operations that are material to our overall operations. As a result, total revenues and expenses are affected by changes in the U.S. Dollar against international currencies. To present this constant currency information, current period results for entities reporting in currencies other than U.S. Dollars are converted to U.S. Dollars at the average exchange rate used in the prior year period rather than the actual exchange rates in effect during the current year period. In each of the tables below, we present the percent change based on actual, unrounded results in reported currency and in constant currency. Also, percentages may not add due to rounding.

We evaluate our performance using both GAAP and non-GAAP measures. Our primary non-GAAP measure is Adjusted EBITDA, whose corresponding GAAP measure is income from continuing operations before income taxes (see Note 10 of Notes to Consolidated Financial Statements). Adjusted EBITDA is defined as operating income excluding the following items:

• depreciation,

• amortization of acquisition-related intangible assets,

• goodwill impairment,

• severance and facility closure charges,

• stock compensation,

• management fees, and

• certain other costs.

We believe Adjusted EBITDA is an effective tool to measure our operating performance since it excludes non-cash items and certain variable charges. We use Adjusted EBITDA extensively to measure both SunGard and its reportable segments within the Company and also to report our results to our board of directors.

While Adjusted EBITDA is useful for analysis purposes, it should not be considered as an alternative to our reported GAAP results. Also, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA is similar, but not identical, to adjusted EBITDA as defined in the Credit Agreement (as defined above) for purposes of our debt covenants.

32

Results of Operations:

Three Months Ended September 30, 2013 Compared to Three Months Ended September 30, 2012

The following table sets forth, for the periods indicated, certain supplemental revenue data and the percentage change in those amounts from period to period (in millions).

Revenue:

Three Months Ended September 30, 2013	FS			AS			PS&E			Total
Total revenue	$	635		$	340		$	53		$	1,028
Year to year revenue change		(1	)%		(2	)%		6	%		(1	)%
Year to year revenue change at constant currency		(1	)%		(1	)%		6	%		(1	)%
Services	$	572		$	334		$	45		$	951
Year to year services revenue change		(2	)%		(2	)%		3	%		(2	)%
Year to year services revenue change at constant currency		(2	)%		(2	)%		3	%		(2	)%
License and resale fees	$	57		$	—		$	8		$	65
Year to year license and resale fees revenue change		20	%		(19	)%		29	%		21	%
Year to year license and resale fees revenue change at constant currency		19	%		(19	)%		29	%		20	%
Reimbursable expenses	$	6		$	6		$	—		$	12
Year to year reimbursable expenses revenue change		(19	)%		55	%		7	%		4	%
Year to year reimbursable expenses revenue change at constant currency		(19	)%		56	%		7	%		4	%
Three Months Ended September 30, 2012	FS			AS			PS&E			Total
Total revenue	$	640		$	346		$	49		$	1,035
Services		584			342			43			969
License and resale fees		48			—			5			53
Reimbursable expenses		8			4			1			13

Total SunGard reported revenue and constant-currency revenue decreased $7 million, or 1%, for the three months ended September 30, 2013 compared to the third quarter of 2012. The $7 million decrease at constant-currency is due mainly to a $10 million decrease in FS professional services revenue, a $10 million decrease in AS recovery services, and a $9 million decrease in FS managed services revenue, partially offset by the sale of a $12 million customer bankruptcy claim, a $10 million increase in FS software license fee revenue and a $6 million increase in AS managed services revenue, primarily due to a new customer in Europe.

Financial Systems segment:

FS reported revenue decreased $5 million, or 1%, in the third quarter of 2013 from the prior year period. On a constant currency basis, revenue decreased $7 million, or 1%, in the quarter. Software license and resale fees were $57 million and increased $9 million, or 19%, year to year on a constant currency basis. The year to year increase in license sales reflects a combination of existing customer renewals and new customer sales. Services revenue benefited from the sale of the bankruptcy claim mentioned above and was impacted by a reduction in professional services reflecting the completion of large projects and continued cautious spending by our customers. Moreover, certain customer losses, in some cases due to bankruptcies and mergers, impacted services revenue. In many cases, these customer decisions occurred shortly after the financial crisis of 2008. However, migration from SunGard systems took multiple years to execute. We expect this attrition to mitigate as the financial services industry recovers. These trends were partially offset by a $4 million increase from the fourth quarter 2012 acquisition of a business.

33

Availability Services segment:

AS reported revenue decreased $6 million, or 2%, in the third quarter of 2013 from the prior year period. On a constant currency basis, revenue decreased $4 million, or 1%, in the quarter primarily due to decreases in recovery services and professional services revenue, partially offset by an increase in managed services particularly due to a new customer in Europe. Recovery services revenue has been declining due to customers shifting from traditional backup and recovery solutions to either in-house solutions or disk-based, cloud-based or managed recovery solutions. In this environment, we have introduced the Managed Recovery Program (“MRP”), which brings SunGard’s expertise to our customers’ disaster recovery operations. Demand has also been increasing for outsourced management of IT operations and applications. We expect these trends to continue in the future.

Public Sector & Education segment:

PS&E reported revenue and constant currency revenue increased $4 million, or 6%, for the three months ended September 30, 2013, from the corresponding period in 2012. Reported revenue from license and resale fees grew $3 million, or 29%, from the prior year period driven by strong acceptance of new public sector solutions.

Operating Income and Operating Margin:

The tables below set forth, for the periods indicated, certain amounts included in our Consolidated Statements of Comprehensive Income, the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated), and the percentage change in those amounts from period to period (in millions).

Three Months Ended September 30, 2013	FS			AS			PS&E			Sum of segments			Corporate			Total
Revenue	$	635		$	340		$	53		$	1,028		$	—		$	1,028
Adjusted EBITDA		194			108			16			318			(12	)		306
Adjusted EBITDA margin		30.5	%		31.6	%		31.4	%		30.9	%		(1.2	)%		29.7	%
Adjusted EBITDA margin at constant currency		29.8	%		31.7	%		31.4	%		30.5	%		(1.2	)%		29.3	%
Year to year revenue change		(1	)%		(2	)%		6	%		(1	)%		—	%		(1	)%
Year to year Adjusted EBITDA change		14	%		(11	)%		10	%		4	%		(26	)%		3	%
Year to year revenue change at constant currency		(1	)%		(1	)%		6	%		(1	)%		—	%		(1	)%
Year to year Adjusted EBITDA change at constant currency		11	%		(10	)%		10	%		3	%		(27	)%		2	%

Three Months Ended September 30, 2012	FS			AS			PS&E			Sum of segments			Corporate			Total
Revenue	$	640		$	346		$	49		$	1,035		$	—		$	1,035
Adjusted EBITDA		170			120			15			305			(10	)		295
Adjusted EBITDA margin		26.6	%		34.8	%		30.4	%		29.5	%		(0.9	)%		28.6	%

34

Reconciliation of Adjusted EBITDA to operating income:

	Three Months Ended
	September 30, 2012			September 30, 2013
Adjusted EBITDA	$	295		$	306
Depreciation(1)		(70	)		(73	)
Amortization of acquisition-related intangible assets		(94	)		(82	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(13	)		(9	)
Stock compensation expense		(9	)		(12	)
Management fees		(3	)		(3	)
Other costs (included in operating income)		—			(5	)
Operating income	$	(279	)	$	122
Operating income margin		(27.0	)%		11.9	%
Operating income margin at constant currency					11.4	%

Depreciation and amortization and capital expenditures by segment follow (in millions):

Three Months Ended September 30, 2013	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	23	$	34	$	2	$	59	$	—	$	59
Depreciation(1)		22		49		2		73		—		73
Amortization of acquisition-related intangible assets		40		38		3		81		1		82

Three Months Ended September 30, 2012	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	19	$	36	$	2	$	57	$	1	$	58
Depreciation(1)		22		46		1		69		1		70
Amortization of acquisition-related intangible assets		49		40		5		94		—		94

⁽¹⁾  Includes amortization of capitalized software.

SunGard Total Operating Margin:

Our total operating margin was 11.4% for the three months ended September 30, 2013, compared to (27.0)% for the three months ended September 30, 2012. The more significant factors impacting the 38.4 margin point improvement are the following:

• The $385 million goodwill impairment in the third quarter of 2012 impacted that period’s operating margin by 37.2 points. There was no impairment in third quarter 2013;

• The improvement in the FS Adjusted EBITDA margin increased the total operating margin by 1.7 points primarily due to a shift in the revenue mix toward higher margin software licenses from lower margin professional services, the sale of the bankruptcy claim, increased capitalized software costs and decreased consultant and facilities expenses;

• The decline in the AS Adjusted EBITDA margin decreased the total operating margin by 1.3 points due primarily to lower revenue in managed services and a decrease in recovery services revenue in North America, and the margin pressure of start-up costs for a new managed services customer in Europe; and

• The decrease in amortization of acquisition-related intangible assets increased margin by 1.2 points, or $12 million, due primarily to the $13 million impact of software and customer base intangible assets that were fully amortized in 2012.

35

Segment Adjusted EBITDA:

Financial Systems segment:

The FS Adjusted EBITDA margin was 29.8% and 26.6% for the three months ended September 30, 2013 and 2012, respectively. The more significant factors impacting the 3.2 margin point improvement are a change in the revenue mix to higher margin software licenses from lower margin professional services; the sale of a customer bankruptcy claim; an increase in capitalized software development costs; a reduction in certain personnel costs; and a $1 million increase in expense from the change in the second quarter of 2013 in the estimate for vacation liabilities as described in Note 10 of Notes to Consolidated Financial Statements.

Availability Services segment:

The AS Adjusted EBITDA margin was 31.7% and 34.8% for the three months ended September 30, 2013 and 2012, respectively. The 3.1 point reduction in AS Adjusted EBITDA margin was driven by lower managed services and recovery services revenue in North America, and investments made in MRP and other new AS offerings. In addition, margins were impacted by start-up costs for a significant, new managed services customer in Europe.

Public Sector & Education segment:

The PS&E Adjusted EBITDA margin was 31.4% and 30.4% for the three months ended September 30, 2013 and 2012, respectively, and Adjusted EBITDA increased $1 million. The $1 million increase resulted from customer acceptance of new solutions, partially offset by higher employment-related costs.

Non-operating Expenses:

Interest expense was $96 million and $102 million for the three months ended September 30, 2013 and 2012, respectively. The $6 million decrease in interest expense was due primarily to lower interest rates from the refinance of the Company’s senior subordinated notes in November 2012, partially offset by higher average debt outstanding primarily as a result of the December 2012 $720 million tranche D term loan borrowing.

The effective income tax rates for the three months ended September 30, 2013 and 2012 were 14% and a benefit of 4%, respectively. The effective tax rate for the three months ended September 30, 2013 reflects the benefit of the rate differential between the U.S. and other countries, the benefit of a temporary reduction in statutory tax rates in certain jurisdictions, and the benefit of U.S. deductions associated with development and certain R&D tax credits. Changes in the jurisdictional mix of income or the total amount of income for 2013 may significantly impact the estimated effective income tax rate for the year. The effective tax rate for the three months ended September 30, 2012 was impacted by the goodwill impairment charge, which is largely nondeductible, and by the application of the loss limitation guidance, which requires that when the interim period loss before taxes exceeds the forecasted loss before taxes for the annual period, the tax benefit recognized associated with the interim period loss should be limited to the tax benefit associated with the loss expected to be recognized for the annual period.

For SCC, accreted dividends on SCCII’s cumulative preferred stock were $49 million and $64 million for the three months ended September 30, 2013 and 2012, respectively. The decrease in accreted dividends is due to the declaration and payment of a dividend in December 2012, partially offset by compounding.

36

Nine months Ended September 30, 2013 Compared to Nine Months Ended September 30, 2012

The following table sets forth, for the periods indicated, certain supplemental revenue data and the percentage change in those amounts from period to period (in millions).

Revenue:

Nine Months Ended September 30, 2013	FS			AS			PS&E			Total
Total revenue	$	1,867		$	1,029		$	155		$	3,051
Year to year revenue change		(3	)%		(2	)%		2	%		(3	)%
Year to year revenue change at constant currency		(3	)%		(2	)%		2	%		(2	)%
Services	$	1,701		$	1,011		$	132		$	2,844
Year to year services revenue change		(3	)%		(2	)%		1	%		(2	)%
Year to year services revenue change at constant currency		(3	)%		(2	)%		1	%		(2	)%
License and resale fees	$	144		$	1		$	21		$	166
Year to year license and resale fees revenue change		(3	)%		(9	)%		9	%		(1	)%
Year to year license and resale fees revenue change at constant currency		(3	)%		(9	)%		9	%		(2	)%
Reimbursable expenses	$	22		$	17		$	2		$	41
Year to year reimbursable expenses revenue change		(25	)%		14	%		8	%		(11	)%
Year to year reimbursable expenses revenue change at constant currency		(25	)%		15	%		8	%		(11	)%
Nine Months Ended September 30, 2012	FS			AS			PS&E			Total
Total revenue	$	1,928		$	1,052		$	151		$	3,131
Services		1,750			1,036			130			2,916
License and resale fees		148			1			19			168
Reimbursable expenses		30			15			2			47

Total SunGard reported revenue decreased $80 million, or 3%, for the nine months ended September 30, 2013 compared to the nine months ended September 30, 2012. On a constant currency basis, revenue decreased $75 million, or 2%. The $75 million decrease is due mainly to a $34 million decrease in AS recovery services revenue, a combined $33 million decrease in FS and AS professional services revenue, a $23 million decrease in FS managed services, and a $12 million decrease in FS software rental revenue, partially offset by a $21 million increase in AS managed services, primarily due to a new customer in Europe, the sale of a $12 million customer bankruptcy claim and a $10 million increase from the fourth quarter 2012 FS acquisition of an business.

Financial Systems segment:

FS reported revenue and constant-currency revenue decreased $61 million, or 3%, in the nine months ended September 30, 2013 from the prior year period. Software license and resale fees were $143 million and decreased $5 million, or 3%, year to year on a constant currency basis. The decline in license sales reflects, to some degree, cautious spending patterns in some of our largest customers and the timing of license renewals. Services revenue benefitted from the sale of the bankruptcy claim mentioned above and was impacted by a reduction in professional services reflecting the completion of large projects and continued cautious spending by our customers. Moreover, certain customer losses, in some cases due to bankruptcies and mergers, impacted services revenue. In many cases, these customer decisions occurred shortly after the financial crisis of 2008. However, migration from SunGard systems took multiple years to execute. We expect this attrition to mitigate as the financial services industry recovers. These trends were partially offset by a $10 million increase from the fourth quarter 2012 acquisition of a business.

37

Despite the overall decline in revenue, emerging markets revenue grew year-to-year in the nine months ended September 2013 as customers continue to demand the world-class software and services that SunGard provides. Emerging markets revenue now comprises over 10% of total FS revenue. Emerging markets include China, India and countries located in Latin America, Central and Eastern Europe, Middle East, Africa and Southeast Asia.

Availability Services segment:

AS reported revenue decreased $23 million, or 2%, in the nine months ended September 30, 2013 from the prior year period. On a constant currency basis, revenue decreased $18 million, or 2%. Decreases in recovery services and professional services revenue in the nine months ended September 30, 2013 from the prior year period were partially offset by managed services, particularly due to a new customer in Europe.

Public Sector & Education segment:

PS&E reported revenue and constant currency revenue increased $4 million, or 2%, for the nine months ended September 30, 2013 from the corresponding period in 2012 driven by strong acceptance of new public sector solutions.

Operating Income and Operating Margin:

The tables below set forth, for the periods indicated, certain amounts included in our Consolidated Statements of Comprehensive Income, the relative percentage that those amounts represent to consolidated revenue (unless otherwise indicated), and the percentage change in those amounts from period to period (in millions).

Nine Months Ended September 30, 2013	FS			AS			PS&E			Sum of segments			Corporate			Total
Revenue	$	1,867		$	1,029		$	155		$	3,051		$	—		$	3,051
Adjusted EBITDA		502			325			48			875			(36	)		839
Adjusted EBITDA margin		26.9	%		31.5	%		31.2	%		28.7	%		(1.2	)%		27.5	%
Adjusted EBITDA margin at constant currency		26.4	%		31.6	%		31.2	%		28.4	%		(1.2	)%		27.2	%
Year to year revenue change		(3	)%		(2	)%		2	%		(3	)%					(3	)%
Year to year Adjusted EBITDA change		6	%		(7	)%		3	%		—	%		(4	)%		—	%
Year to year revenue change at constant currency		(3	)%		(2	)%		2	%		(2	)%					(2	)%
Year to year Adjusted EBITDA change at constant currency		4	%		(7	)%		3	%		—	%		(4	)%		(1	)%
Nine Months Ended September 30, 2012	FS			AS			PS&E			Sum of segments			Corporate			Total
Revenue	$	1,928		$	1,052		$	151		$	3,131		$	—		$	3,131
Adjusted EBITDA		474			351			47			872			(35	)		837
Adjusted EBITDA margin		24.6	%		33.4	%		31.0	%		27.9	%		(1.1	)%		26.7	%

38

Reconciliation of Adjusted EBITDA to operating income:

	Nine Months Ended
	September 30, 2012			September 30, 2013
Adjusted EBITDA	$	837		$	839
Depreciation(1)		(211	)		(222	)
Amortization of acquisition-related intangible assets		(295	)		(255	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(22	)		(15	)
Stock compensation expense		(29	)		(35	)
Management fees		(9	)		(8	)
Other costs (included in operating income)		(8	)		(15	)
Operating income	$	(122	)	$	289
Operating income margin		(3.9	)%		9.5	%
Operating income margin at constant currency					9.2	%

Depreciation and amortization and capital expenditures by segment follow (in millions):

Nine Months Ended September 30, 2013	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	64	$	89	$	6	$	159	$	1	$	160
Depreciation(1)		67		149		5		221		1		222
Amortization of acquisition-related intangible assets		128		115		11		254		1		255

Nine Months Ended September 30, 2012	FS		AS		PS&E		Sum of segments		Corporate		Total
Capital expenditures	$	62	$	104	$	6	$	172	$	1	$	173
Depreciation(1)		63		142		5		210		1		211
Amortization of acquisition-related intangible assets		155		126		14		295		—		295

⁽¹⁾  Includes amortization of capitalized software.

SunGard Total Operating Margin:

Our total operating margin was 9.2% for the nine months ended September 30, 2013, compared to (3.9)% for the nine months ended September 30, 2012. The more significant factors impacting the 13.1 margin point improvement are the following:

• The $385 million goodwill impairment in the third quarter of 2012 impacted the operating margin for the nine months ended September 30, 2012 by 12.3 points. There was no impairment in the nine months ended September 30, 2013;

• The improvement in FS Adjusted EBITDA increased total operating margin by 0.5 points primarily due to lower employment and facility-related expenses due to 2012 restructuring actions, increased capitalized software costs, the sale of the bankruptcy claim, a $9 million change in estimate for vacation liabilities and a shift in the revenue mix toward higher margin software from professional services;

• The decline in the AS Adjusted EBITDA margin decreased the total operating margin by 0.8 points due primarily to the decrease in recovery services revenue and the margin pressure of start-up costs reflecting the investment in a new managed services customer contract in Europe; and

• The decrease in amortization of acquisition-related intangible assets increased margin by 1.3 points, or $40 million, due primarily to the $42 million impact of software and customer base intangible assets that were fully amortized in 2012.

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Segment Adjusted EBITDA:

Financial Systems segment:

The FS Adjusted EBITDA margin was 26.4% and 24.6% for the nine months ended September 30, 2013 and 2012, respectively. The more significant factors impacting the 1.8 margin point improvement are a change in the revenue mix to higher margin software from lower margin professional services; the sale of a customer bankruptcy claim; reduced labor and facility costs, partially as a result of our 2012 restructuring actions; an increase in capitalized software development costs; the $9 million impact from the change in estimate for vacation liabilities as described in Note 10 of Notes to Consolidated Financial Statements.

Availability Services segment:

The AS Adjusted EBITDA margin was 31.6% and 33.4% for the nine months ended September 30, 2013 and 2012, respectively. The 1.8 point reduction in AS Adjusted EBITDA margin was driven by lower recovery services revenue in North America, and investments made in MRP and other new AS offerings. In addition, margins were impacted by start-up costs for a new managed services customer in Europe.

Public Sector & Education segment:

The PS&E Adjusted EBITDA margin was 31.2% and 31.0% for the nine months ended September 30, 2013 and 2012, respectively. The Adjusted EBITDA margin increased by 0.2 points due primarily to a change in the mix of revenue to higher margin software and services from lower margin professional services and lower facilities costs, partially offset by an increase in external services expense reflecting a benefit received in the nine months ended September 30, 2012.

Non-operating Expenses:

Interest expense was $302 million and $325 million for the nine months ended September 30, 2013 and 2012, respectively. The $23 million decrease in interest expense was due primarily to lower interest rates from the refinancing of the Company’s senior subordinated notes in November 2012 and lower average outstanding debt from the early extinguishment of the 2015 Notes in April 2012 and the December 2012 prepayment of the incremental term loan, partially offset by the December 2012 $720 million tranche D term loan borrowing.

Loss on extinguishment of debt was $6 million and $51 million for the nine months ended September 30, 2013 and 2012, respectively. The loss on extinguishment of debt in 2013 includes the loss related to the March 2013 refinance of $2.2 billion of term loans. The loss on extinguishment of debt in 2012 includes the loss related to the January 2012 repayment of $1.22 billion of term loans and the early extinguishment of the 2015 Notes.

The effective income tax rates for the nine months ended September 30, 2013 and 2012 were a benefit of 50% and 9%, respectively. The effective tax rate for the nine months ended September 30, 2013 reflects the benefit of the rate differential between the U.S. and other countries, the benefit of a temporary reduction in statutory tax rates in certain jurisdictions, and the benefit of U.S. deductions associated with development and certain R&D tax credits. Also included in the benefit recorded in tax expense for the year to date September 30, 2013 results is a discrete item of $9 million related to a benefit associated with a tax accounting method change related to certain lease-related reserves. Changes in the jurisdictional mix of income or the total amount of income for 2013 may significantly impact the estimated effective income tax rate for the year. The effective tax rate for the nine months ended September 30, 2012 was impacted by the goodwill impairment charge, which is largely nondeductible, and by the application of the loss limitation guidance, which requires that when the interim period loss before taxes exceeds the forecasted loss before taxes for the annual period, the tax benefit recognized associated with the interim period loss should be limited to the tax benefit associated with the loss expected to be recognized for the annual period.

Accreted dividends on SCCII’s cumulative preferred stock were $121 million and $186 million for the nine months ended September 30, 2013 and 2012, respectively. The decrease in accreted dividends is due to the declaration and payment of a dividend in December 2012, partially offset by compounding.

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Liquidity and Capital Resources:

At September 30, 2013, our liquidity was $1.56 billion, comprised of cash and equivalents of $689 million capacity under our revolving credit facility of $827 million and capacity under our receivables facility of $42 million. Included in cash and cash equivalents at September 30, 2013 is $311 million invested in money market accounts in the United States. Cash flow from continuing operations was $569 million in the nine months ended September 30, 2013 compared to $426 million in the nine months ended September 30, 2012. Cash flow from continuing operations increased $143 million due to $98 million in lower interest payments reflecting lower average interest rates and the timing of payments partially offset by higher average debt outstanding. Cash flow also improved due to improved collections of accounts receivable and improved payables management.

Net cash used by continuing operations in investing activities was $160 million in the nine months ended September 30, 2013, comprised mainly of cash paid for property and equipment and software. Net cash used by continuing operations in investing activities was $180 million in the nine months ended September 30, 2012, comprised mainly of cash paid for property and equipment and software and one business acquired in our FS segment. In January 2012, we sold our HE business for gross proceeds of approximately $1.775 billion less applicable taxes and fees.

Net cash used by continuing operations in financing activities was $264 million for the nine months ended September 30, 2013, primarily related to refinancing $2.2 billion of term loans and additional repayments of $166 million of term loans and $50 million of our receivables facility revolver borrowings. Net cash used by continuing operations in financing activities was $1.79 billion for the nine months ended September 30, 2012, primarily related to repayments of $1.222 billion of term loans resulting from the sale of HE and $527 million related to the early retirement of the 2015 Notes.

At September 30, 2013, the contractual future maturities of debt, excluding the $12 million of other debt, are as follows (in millions):

2013	$	8
2014		335
2015		29
2016		29
2017		656
Thereafter		5,379
Total	$	6,436

We expect our available cash balances and cash flows from operations, combined with availability under the revolving credit facility and receivables facility, to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for a period that includes at least the next 12 months.

Covenant Compliance

In connection with the March 2013 senior secured credit agreement amendment, we removed the financial maintenance covenants for the term loan facility and modified the financial maintenance covenants for the senior secured revolving credit facility. As amended, the financial maintenance covenant is applicable at quarter end only if there is an amount outstanding under the revolving credit facility that is greater than or equal to 15% of the total revolving commitments (see footnote 1 below for further details). If applicable, the financial maintenance covenant allows a maximum total leverage ratio of 5.75x at the end of such quarter.

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If the financial maintenance covenant in the revolving credit facility were to apply and we failed to satisfy such covenant, then a default solely of the revolving credit facility would occur. If the revolving credit lenders fail to waive such default, then the revolving credit lenders could elect (upon a determination by a majority of the revolving credit lenders) to terminate their commitments and declare all amounts borrowed under the revolving credit facility due and payable. If this happens, all amounts borrowed under the senior secured term loan facilities would be due and payable as well. This acceleration would also result in a default under the indentures.

Under the indentures governing SunGard’s senior notes due 2018 and 2020 and senior subordinated notes due 2019 and SunGard’s senior secured credit agreement, our ability to incur additional indebtedness, make investments and pay dividends remains tied to a leverage or fixed charge ratio based on Adjusted EBITDA. Adjusted EBITDA is defined as EBITDA, which we define as earnings before interest, taxes, depreciation and amortization, further adjusted to exclude certain adjustments permitted in calculating covenant compliance under the indentures and senior secured credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Adjusted EBITDA are appropriate to provide additional information to investors to demonstrate compliance with the financing covenants. Adjusted EBITDA is similar, but not identical, to Adjusted EBITDA which we use to measure performance of our business and our segments.

Adjusted EBITDA is calculated as follows (in millions):

	Three Months Ended September 30,					Nine Months Ended September 30,						Last Twelve Months Ended September 30, 2013
	2012			2013		2012			2013
Income (loss) from continuing operations	$	(367	)	$	23	$	(451	)	$	(9	)	$	45
Interest expense, net		101			95		324			301			404
Taxes		(13	)		3		(44	)		(10	)		(4	)
Depreciation and amortization		164			155		506			477			643
EBITDA		(115	)		276		335			759			1,088
Goodwill impairment charge		385			—		385			—			—
Purchase accounting adjustments (a)		2			1		7			6			8
Non-cash charges (b)		10			12		30			36			45
Restructuring and other (c)		16			16		29			33			68
Acquired EBITDA, net of disposed EBITDA (d)		1			—		2			—			1
Loss on extinguishment of debt (e)		—			1		51			6			36
Adjusted EBITDA—senior secured credit facilities, senior notes due 2018 and 2020 and senior subordinated notes due 2019	$	299		$	306	$	839		$	840		$	1,246

(a) Purchase accounting adjustments include the adjustment of deferred revenue and lease reserves to fair value at the date of the LBO and subsequent acquisitions made by the Company and certain acquisition-related compensation expense.

(b) Non-cash charges include stock-based compensation and loss on the sale of assets.

(c) Restructuring and other charges include severance and related payroll taxes, reserves to consolidate or exit certain facilities, strategic initiative expenses, certain other expenses associated with acquisitions made by the Company, management fees paid to the Sponsors (see Note 12 of Notes to Financial Statements) and franchise and similar taxes reported in operating expenses, partially offset by certain charges relating to the receivables facility.

(d) Acquired EBITDA net of disposed EBITDA reflects the EBITDA impact of businesses that were acquired or disposed of during the period as if the acquisition or disposition occurred at the beginning of the period.

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(e) Loss on extinguishment of debt for the nine months ended September 30, 2012 primarily includes the write-off of deferred financing fees associated with the January 2012 repayment of $1.22 billion of our US$-denominated term loans and the April 2012 retirement of the 2015 Notes. Loss on extinguishment of debt for the nine months ended September 30, 2013 primarily includes the write-off of deferred financing fees associated with the March 2013 refinance of $2.2 billion of term loans. Loss on extinguishment of debt for the last twelve months ended September 30, 2013 primarily includes the write-off of deferred financing fees associated with the December 2012 retirement of $1 billion, 10.25% senior subordinated notes due 2015, the December 2012 repayment of $217 million of US$-denominated term loans and the March 2013 refinance of $2.2 billion of term loans.

The covenant requirements and actual ratios for the twelve months ended September 30, 2013 are as follows. All covenants are in compliance.

	Covenant Requirements		Actual Ratios
Senior secured credit facilities(1)
Maximum total debt to Adjusted EBITDA		5.75x		4.50x
Senior notes due 2018 and 2020 and senior subordinated notes due 2019(2)
Minimum Adjusted EBITDA to fixed charges ratio required to incur additional debt pursuant to ratio provisions		2.00x		3.56x

(1) If on the last day of any four consecutive fiscal quarters our total revolving credit exposure minus the lesser of (x) the amount of outstanding letters of credit under the senior secured revolving credit facility and (y) $25 million, is equal to or greater than an amount equal to 15% of our aggregate revolving credit commitments, then on such day, we would be required to maintain a maximum consolidated total debt to Adjusted EBITDA ratio of 5.75x. Consolidated total debt is defined in the senior secured credit facilities as total debt less (i) certain indebtedness and (ii) cash and cash equivalents on our balance sheet in excess of $50 million. Failure to satisfy this ratio requirement would constitute a default solely under the senior secured revolving credit facility. If our revolving credit facility lenders failed to waive any such default and subsequently accelerated our obligations or terminated their commitments under the senior secured revolving credit facility, our repayment obligations under the senior secured term loan facilities would be accelerated as well, which would also constitute a default under our indentures.

(2) SunGard’s ability to incur additional debt and make certain restricted payments under our indentures, subject to specified exceptions, is tied to an Adjusted EBITDA to fixed charges ratio of at least 2.0x, except that we may incur certain debt and make certain restricted payments and certain permitted investments without regard to the ratio, such as the ability to incur up to an aggregate principal amount of $5.75 billion under credit facilities (inclusive of amounts outstanding under the senior credit facilities from time to time; as of September 30, 2013, we had $3.39 billion outstanding under the term loan facilities and available commitments of $827 million under the revolving credit facility), to acquire persons engaged in a similar business that become restricted subsidiaries and to make other investments equal to 6% of our consolidated assets. Fixed charges is defined in the indentures governing the Senior Notes due 2018 and 2020 and the Senior Subordinated Notes due 2019 as consolidated interest expense less interest income, adjusted for acquisitions, and further adjusted for non-cash interest and the elimination of interest expense and fees associated with the receivables facility.

Certain Risks and Uncertainties

Certain of the matters we discuss in this Report may 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

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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: global economic and market conditions; the condition of the financial services industry, including the effect of any further consolidation among financial services firms; our high degree of debt-related leverage; the effect of war, terrorism, natural disasters or other catastrophic events; the effect of disruptions to our systems and infrastructure; the timing and magnitude of software sales; the timing and scope of technological advances; customers taking their information availability solutions in-house; the trend in information availability toward solutions utilizing more dedicated resources; the market and credit risks associated with broker/dealer operations; the ability to retain and attract customers and key personnel; risks relating to the foreign countries where we transact business; the integration and performance of acquired businesses; 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; a material weakness in our internal controls; and unanticipated changes in our income tax provision or the enactment of new tax legislation, issuance of regulations or relevant judicial decisions. The factors described in this paragraph and other factors that may affect our business or future financial results are discussed in our filings with the Securities and Exchange Commission, including this Form 10-Q. 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 do not use derivative financial instruments for trading or speculative purposes. We have invested our available cash in short- term, highly liquid financial instruments, with a substantial portion having initial maturities of three months or less. When necessary, we have borrowed to fund acquisitions.

At September 30, 2013, we had total debt of $6.45 billion, including $3.59 billion of variable rate debt. We have entered into interest rate swap agreements which fix the interest rates for $600 million of our variable rate debt. Swap agreements expiring in February 2017 with a notional value of $400 million effectively fix our interest rates at 0.69%. Swap agreements expiring in June 2019 with a notional value of $200 million effectively fix our interest rates at 2.06%. Our remaining variable rate debt of $2.99 billion is subject to changes in underlying interest rates, and, accordingly, our interest payments will fluctuate. During the period when all of our interest rate swap agreements are effective, a 1% change in interest rates would result in a change in interest of approximately $30 million per year. Upon the expiration of the interest rate swap agreements in February 2017 and June 2019, a 1% change in interest rates would result in a change in interest of approximately $34 million and $36 million per year, respectively.

Item 4. 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 effective.

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

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Part II. Other Information:

Item 1. Legal Proceedings: We are presently a party to certain lawsuits arising in the ordinary course of our business. We believe that none of our current legal proceedings will be material to our business, financial condition or results of operations.

Item 1A. Risk Factors: There have been no material changes to SCC’s, SCCII’s or SunGard’s Risk Factors as previously disclosed in their Form 10-K for the year ended December 31, 2012.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds: None.

Item 3. Defaults Upon Senior Securities: None.

Item 4. Mine Safety Disclosures: None.

Item 5. Other Information:

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

Because of the broad definition of “affiliate” in Rule 12b-2 of the Securities Exchange Act of 1934, certain of our Sponsors and the companies in which their affiliated funds are invested (“portfolio companies”) may be deemed to be affiliates of ours. Accordingly, we note that affiliates of one of our Sponsors, The Blackstone Group L.P., will include information in its Quarterly Report on Form 10-Q, as required by Section 13(r) of the Exchange Act, regarding activities of a portfolio company. These disclosures are reproduced on Exhibit 99.1 of this report, which disclosures are hereby incorporated by reference herein. We have no involvement in or control over such activities, and we have not independently verified or participated in the preparation of the disclosures described in that filing. To the extent any of our Sponsors make additional disclosures under Section 13(r), we will provide updates in our subsequent periodic filings.

Item 6. Exhibits:

Number	Document
10.1	Amendment dated October 1, 2013 to the Executive Employment Agreement effective as of August 11, 2005 by and between SunGard Data Systems Inc. and Victoria Silbey.
12.1	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. 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 Charles J. Neral, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. 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 Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. 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 Charles J. Neral, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Section 13(r) Disclosure of Certain Sponsors
101	Interactive Data Files for SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2012 and September 30, 2013, (ii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2013, (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2013 and (iv) Notes to Consolidated Financial Statements.

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SIGNATURES

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

		SUNGARD CAPITAL CORP. SUNGARD CAPITAL CORP.II SUNGARD DATA SYSTEMS INC.
Dated: November 6, 2013	By:	/s/ Charles J. Neral
		Charles J. Neral
		Senior Vice President-Finance and Chief Financial Officer (Principal Financial Officer)

46

EXHIBIT INDEX

Exhibit No.	Document
10.1	Amendment dated October 1, 2013 to the Executive Employment Agreement effective as of August 11, 2005 by and between SunGard Data Systems Inc. and Victoria Silbey.
12.1	Computation of Ratio of Earnings to Fixed Charges.
31.1	Certification of Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. 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 Charles J. Neral, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. 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 Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. 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 Charles J. Neral, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. required by Rule 13a-14(b) or Rule 15d-14(b) and Section 906 of the Sarbanes-Oxley Act of 2002.
99.1	Section 13(r) Disclosure of Certain Sponsors
101	Interactive Data Files for SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. pursuant to Rule 405 of Regulation S-T: (i) Consolidated Balance Sheets as of December 31, 2012 and September 30, 2013, (ii) Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2012 and 2013, (iii) Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2012 and 2013 and (iv) Notes to Consolidated Financial Statements.

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EX-10.1

Exhibit 10.1

Execution Copy

AMENDMENT 2013-1

TO

EMPLOYMENT AGREEMENT

THIS AMENDMENT, dated as of October 1, 2013, is by and between SunGard Data Systems Inc., a Delaware corporation (“SunGard”) and Victoria E. Silbey (“Executive”).

WHEREAS, SunGard and Executive previously entered into an Employment Agreement, effective August 11, 2005, as amended by amendment 2008-1, effective January 1, 2008 (“Employment Agreement”), which sets forth the terms and conditions of Executive’s employment with SunGard;

WHEREAS, SunGard and Executive desire to amend the Employment Agreement to reflect a shift in the allocation of Executive’s cash to stock compensation ratio; and

WHEREAS, pursuant to Section 10(a) of the Employment Agreement, the Employment Agreement may be amended upon written amendment approved by the Board (as defined in the Employment Agreement) and executed on behalf of SunGard by a duly authorized officer of SunGard and by Executive.

NOW, THEREFORE, SunGard and Executive hereby agree that, effective as of the date of this Amendment, the Employment Agreement shall be amended as follows:

1. Section 1 of the Employment Agreement is hereby amended to add a new Section 1.9 to read as follows:

“1.9 RSU Grants.

(a) Initial Grant. In exchange for a reduction in Executive’s target annual incentive bonus under the EIC plan for 2013 and later years from $650,000 to $500,000 in accordance with the terms of this Section 1.9, on June 1, 2013 (“Grant Date”), Executive shall receive an award of restricted stock units for units of Stock (as defined in the Incentive Plan) with a value of $450,000 on the Grant Date (“Initial RSU Grant”), subject to vesting and other terms and conditions set forth in the restricted stock unit grant agreement attached hereto as Exhibit E (the “RSU Grant Agreement”) and in the Incentive Plan, as it may be amended from time to time. Notwithstanding anything to the contrary in the Initial RSU Grant, upon distribution of the shares of Stock underlying the Initial RSU Grant (“RSU Shares”) and prior to the date that the capital stock of SunGard Capital Corp. and SunGard Capital Corp. II (collectively, “Capital”) is publicly traded in the open market (“Open Public Market Date”), Executive (or Executive’s estate or legal representatives in the case of Executive’s death or Disability) shall have the right to require SunGard, on 30 days prior notice, to repurchase for cash all or any portion of the RSU Shares on a date that is at least six months after the date on which Executive receives a distribution of such RSU Shares pursuant to the terms of the RSU Grant. The purchase price per RSU Share that has been distributed to Executive shall be equal to the fair market value of such RSU Share on the date of repurchase, based on the good faith determination of

“fair market value” by the Board. On and after the Open Public Market Date and following the expiration of any lockup or other limitation on Executive’s ability to sell the RSU Shares freely in the public market, Executive may sell the RSU Shares freely in the public market, subject to compliance with SunGard’s policy on trading by executives. Executive’s right (or the right of Executive’s estate or legal representatives in the event of Executive’s death or Disability) to sell the RSU Shares to SunGard pursuant to this Section 1.9 shall expire on the earlier of (i) the date immediately preceding the Open Public Market Date or (ii) the date that is one year after Executive ceases to be employed by SunGard for any reason.

(b) Follow-On Grant(s). SunGard has the option to make additional and successive follow-on grant(s) of equity for similar value as the Initial RSU Grant on or around January 1, 2016 and on the day following the last day of the vesting period of any successive grant, with similar terms and conditions as the Initial RSU Grant set forth in Section 1.9(a) and the RSU Grant Agreement (“Follow-On Grant”). If SunGard determines that it will not make a Follow-On Grant at the end of the vesting period of the then current grant made under this section 1.9, Executive’s Base Salary plus Target Incentive Bonus (“Annual Cash Target”) will increase by at least $150,000.”

2. Section 2.1(b)(i) is hereby amended in its entirety to read as follows:

“SunGard shall pay to Executive a lump sum cash payment equal to the Applicable Multiplier multiplied by the greater of (x) $1,128,000 or (y) Executive’s Annual Cash Target for the Year of Termination (which shall utilize, if applicable, such higher rate of Base Salary in effect immediately before any reduction thereof that constituted Good Reason), payable within ten (10) days after Executive’s Date of Termination.”

3. The individual signing below on behalf of SunGard is a duly authorized officer of SunGard who has the authority to enter into this Amendment on behalf of SunGard.

4. In all respects not modified by this Amendment, the Employment Agreement is hereby ratified and confirmed.

[Signature Page Follows]

2

IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Amendment, effective as of the date set forth above.

		SUNGARD DATA SYSTEMS INC.
Date: June 3, 2013	By:	/s/ Russell P. Fradin
	Name:	Russell P. Fradin
	Title:	Chief Executive Officer
Date: October 1, 2013		/s/ Victoria E. Silbey
		Executive

For good and valuable consideration, including Executive’s agreement to continue to serve as Senior Vice President – Legal, and Chief Legal Officer of SunGard Data Systems Inc., the obligations of SunGard Data Systems Inc. under this Employment Agreement, dated August 11, 2005, as amended by amendment 2008-1, effective January 1, 2008 and this amendment 2013-1, effective October 1, 2013 (the “Amended Employment Agreement”), with Victoria E. Silbey shall be, jointly and severally, guaranteed by SunGard Capital Corp. and SunGard Capital Corp. II. In addition, SunGard Capital Corp. and SunGard Capital Corp. II agree to be bound by the terms of Section 1.9 of the Amended Employment Agreement which are expressly applicable to SunGard Capital Corp. and SunGard Capital Corp. II.

SUNGARD CAPITAL CORP.
By:	/s/ Russell P. Fradin
Name:	Russell P. Fradin
Title:	Chief Executive Officer
Dated: June 3, 2013
SUNGARD CAPITAL CORP. II
By:	/s/ Russell P. Fradin
Name:	Russell P. Fradin
Title:	Chief Executive Officer
Dated: June 3, 2013

3

Exhibit E

Name: Victoria E. Silbey

Number of Stock Units: 25,290

Date of Grant: June 1, 2013

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II

MANAGEMENT TIME-BASED RESTRICTED STOCK UNIT AGREEMENT

THIS AWARD AND ANY SECURITIES ISSUED UPON THE PAYMENT OF THIS RESTRICTED STOCK UNIT AWARD ARE SUBJECT TO RESTRICTIONS ON VOTING AND TRANSFER AND REQUIREMENTS OF SALE AND OTHER PROVISIONS AS SET FORTH IN THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT AMONG SUNGARD CAPITAL CORP., SUNGARD CAPITAL CORP. II, SUNGARD HOLDING CORP., SUNGARD HOLDCO LLC, SUNGARD DATA SYSTEMS INC. AND CERTAIN STOCKHOLDERS OF SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II, DATED AS OF NOVEMBER 7, 2012 (AS IN EFFECT FROM TIME TO TIME, THE “STOCKHOLDERS AGREEMENT”).

SUNGARD CAPITAL CORP. AND SUNGARD CAPITAL CORP. II STRONGLY ENCOURAGE YOU TO SEEK THE ADVICE OF YOUR OWN LEGAL AND FINANCIAL ADVISORS WITH RESPECT TO YOUR AWARD AND ITS TAX CONSEQUENCES.

This agreement (the “Agreement”) evidences Restricted Stock Units granted by SunGard Capital Corp., a Delaware corporation (the “Company”), and SunGard Capital Corp. II, a Delaware corporation (“Lowerco” and together with the Company, the “Companies”), to the undersigned (the “Grantee”), pursuant to, and subject to the terms of, the SunGard 2005 Management Incentive Plan (as amended from time to time, the “Plan”) which is incorporated herein by reference and of which the Grantee hereby acknowledges receipt.

1. Grant of Restricted Stock Units. The Company and Lowerco (as applicable) grant to the Grantee, as of the above Date of Grant, Restricted Stock Units for the number of Stock Units stated above (the “Stock Units”), on the terms provided herein and in the Plan. The Stock Units represent a conditional right to receive Units (as defined below) consisting of Class A Common shares, Class L Common shares and Lowerco Preferred shares (the “Shares”). The Stock Units evidenced by this Agreement are granted to the Grantee in an Employment capacity as an Employee.

2. Stock Unit Account. The Company shall establish and maintain a Stock Unit account (the “Account”) as a bookkeeping account on its records for the Grantee and shall record in the Account the number of Stock Units awarded to the Grantee. No Shares shall be issued to the Grantee at the time the Award is made, and the Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Companies with respect to any Stock Units recorded in the Account or amounts credited to the Account pursuant to Section 8. The Grantee shall not have any interest in any fund or specific assets of the Companies by reason of this Award or the Account established for the Grantee.

3. Meaning of Certain Terms. Except as otherwise defined herein, all capitalized terms used in this Agreement shall have the same meaning as in the Plan. The terms “Change of Control,” “Disability” and “Fair Market Value” shall have the same meaning as set forth in the Stockholders Agreement and without regard to any subsequent amendment thereof. The terms “Cause” and “Good Reason” shall have the same meaning as set forth in the Employment Agreement by and between the Employer and the Grantee, effective August 11, 2005, as amended by amendment 2008-1 and amendment 2013-1 (the “Employment Agreement”). The following terms shall have the following meanings:

(a) “Adjustment Event” means (i) a cash distribution with respect to Shares paid to all or substantially all holders of Shares, other than cash dividends in respect of Shares declared by the Board as part of a regular dividend payment practice or stated cash dividend policy of the Company following an IPO, or (ii) a substantially pro rata redemption or substantially pro rata repurchase (in each case, as applicable, by the Company, Lowerco or any of their subsidiaries) of all or part of any class of Shares;

(b) “CEO” means the Chief Executive Officer of the Company.

(c) “Date of Termination” means the date that the termination of the Grantee’s Employment with Employer is effective on account of the Grantee’s death, the Grantee’s Disability, termination by Employer for Cause or without Cause, or by the Grantee, as the case may be; “Year of Termination” means the calendar year during which the Grantee’s Date of Termination occurs;

(d) “Employer” means the Company or, as the case may be, its Affiliate with whom the Grantee has entered into an Employment relationship;

(e) “Restrictive Covenant” means any of the restrictive covenants set forth in Exhibit A, which is incorporated herein by reference;

(f) “Tax” or “Taxes” means any income tax, social insurance, payroll tax, contributions, payment on account obligations or other payments; and

(g) “Unit” means an undivided interest in 1.3 Class A shares, 0.1444 Class L shares and 0.05 Lowerco Preferred shares, determined at the Date of Grant, as it may be adjusted as provided herein.

As used herein with respect to the Stock Units, the term “vest” means that the restrictions on the right to receive payment pursuant to the Stock Units lapse in whole or in specified part.

4. Vesting of Stock Units. The Stock Units shall be subject to forfeiture until the Stock Units vest. The Stock Units shall vest, in accordance with Schedule A, based on the Grantee’s continued Employment; provided, however, that:

(a) upon a Change of Control on or prior to December 30 of a calendar year and prior to the date that the Stock Units are fully vested, one-third of the Stock Units shall

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become vested, and any remaining unvested Stock Units shall continue to vest as provided for herein;

(b) if the Grantee’s Employment terminates as a result of death on or prior to December 30 of a calendar year and prior to the date that the Stock Units are fully vested, one-third of the Stock Units shall become vested as of the Date of Termination, and any remaining unvested Stock Units shall be forfeited as of the Date of Termination;

(c) other than as provided for in subsection (a), if the Grantee’s Employment terminates (i) as a result of termination by Employer without Cause or as a result of resignation by Grantee for Good Reason and, in either case, Grantee has executed and not revoked the release required by the Employment Agreement or Employer did not provide such release or (ii) as a result of Grantee’s disability, then the Stock Units to vest in that Year of Termination shall vest on a pro rata basis, with such portion vesting being determined by multiplying (x) 8,430 by (y) (A) the number of days in which the Grantee was employed by Employer during the Year of Termination divided by (B) 365 (rounded to the nearest whole number of Stock Units), and any remaining unvested Stock Units shall be forfeited as of the Date of Termination; and

(d) if the Grantee’s Employment terminates (i) as a result of termination by Employer without Cause or by Grantee for Good Reason and, in either case, Grantee has not executed the release required by the Employment Agreement or has revoked such release, (ii) as a result of termination by Employer for Cause, or (iii) as a result of Grantee’s resignation without Good Reason, then all of the unvested Stock Units will be immediately forfeited by the Grantee and terminate as of the Date of Termination.

5. Payment of Stock Units. The Grantee’s vested Stock Units shall be paid in Shares as and when they vest in accordance with Section 4. Subject to Sections 15, 16 and 21, when the vested Stock Units become payable, the Companies will issue to the Grantee Shares representing the Units underlying the vested Stock Units, subject to satisfaction of the Grantee’s Tax withholding obligations as described below, within 30 days after the payment event.

6. Certain Calls and Puts. The Stock Units granted hereunder and the related Shares are subject to the call rights contained in Section 6 of the Stockholders Agreement, while the Stockholders Agreement remains in effect; provided, however, that the call rights contained in Section 6 of the Stockholders Agreement shall not apply in the event of a termination resulting from Disability or death. In addition, the Stock Units granted hereunder and the related Shares are subject to the put rights contained in Section 1.9 of the Employment Agreement.

7. Share Restrictions, etc. Except as expressly provided herein, the Grantee’s rights hereunder and with respect to Shares received upon payment in accordance with Section 5 herein are subject to the restrictions and other provisions contained in the Stockholders Agreement, while the Stockholders Agreement remains in effect.

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8. Distributions, Redemptions, etc.

(a) Upon the occurrence of an Adjustment Event, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units in connection with the Adjustment Event, multiplied by (ii) the number of Shares of the class of stock affected by the Adjustment Event that are included in each Unit immediately prior to the Adjustment Event, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

(b) If any other cash dividend or distribution is paid with respect to Shares underlying the Stock Units, there shall be credited to the Account an amount equal to the product of (i) the per-Share amount paid with respect to Shares underlying the Stock Units, multiplied by (ii) the number of Shares of the applicable class of stock that are included in each Unit, multiplied by (iii) the number of Units underlying the Grantee’s Stock Units pursuant to this Award.

(c) The amount credited to the Account pursuant to this Section 8 with respect to Stock Units is referred to as the “Bonus Value.” The Bonus Value shall vest on the same terms as the Stock Units to which it relates, as set forth in this Agreement, and the vested Bonus Value shall be paid to the Grantee, in cash, Shares or such other securities or assets as the Compensation Committee or Board shall determine, at the same time as the vested Stock Units are paid pursuant to Section 5 herein, consistent with Section 409A of the Code.

(d) In the case of a redemption or repurchase of Shares, the number of Shares of the class of stock redeemed or repurchased that are subject to outstanding Stock Units will be automatically reduced by an amount proportionate to the percentage reduction in outstanding Shares of the affected class resulting from the redemption or repurchase. The Grantee shall be entitled to receive any information reasonably requested regarding the composition of a Unit, as adjusted in accordance with this Section 8.

9. Forfeiture. Upon delivery of Shares pursuant to the Stock Units, the Grantee shall certify on a form acceptable to the Committee that the Grantee is, and at all times during and after Employment has been, in compliance with the Restrictive Covenants and all other agreements between the Grantee and the Company or any of its Affiliates. If the Company determines that the Grantee is not, or at any time during or after Employment has not been, in compliance with one or more of the Restrictive Covenants or with the provisions of any agreement between the Grantee and the Company or any of its Affiliates, and such non-compliance has not been authorized in advance in a specific written waiver from the Company or the applicable party, the Committee may cancel any unpaid Stock Units. The Company shall also have the following (and only the following) additional remedies:

(a) During the six months after any delivery of Shares pursuant to the Stock Units, such delivery may be rescinded at the Company’s option if the Grantee fails, or at any time during or after Employment has failed, to comply in any material respect with the terms of the Restrictive Covenants or of any other agreement with the

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Company or any of its Affiliates or if the Grantee breaches, or at any time during or after Employment has breached, any duty to the Company or any of its Affiliates. The Company shall notify the Grantee in writing of any such rescission within one year after such delivery. Within ten days after receiving such a notice from the Company, the Grantee shall remit or deliver to the Company (i) the amount of any gain realized upon the sale of any Shares, (ii) any consideration received upon the exchange of any Shares (or to the extent that such consideration was not received in the form of cash, the cash equivalent thereof valued at the time of the exchange), and (iii) the number of Shares received in connection with the rescinded delivery.

(b) The Company shall have the right to offset, against any Shares and any cash amounts due to the Grantee under or by reason of the Grantee’s holding the Stock Units, any amounts to which the Company is entitled as a result of the Grantee’s violation of the terms of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or the Grantee’s breach of any duty to the Company or any of its Affiliates; provided, however, that no offset shall accelerate or defer the distribution date of amounts payable under this Agreement in violation of Section 409A of the Code, and any offset in violation of Section 409A shall be null and void. Accordingly, the Grantee acknowledges that (i) the Company may withhold delivery of Shares, (ii) the Company may place the proceeds of any sale or other disposition of Shares in an escrow account of the Company’s choosing pending resolution of any dispute with the Company, and (iii) the Company has no liability for any attendant market risk caused by any such withholding, or escrow, subject, however, to compliance with the requirements of Section 409A of the Code.

The Grantee acknowledges and agrees that the calculation of damages from a breach of any of the Restrictive Covenants or of any other agreement with the Company or any of its Affiliates or of any duty to the Company or any of its Affiliates would be difficult to calculate accurately and that the right to offset or other remedy provided for herein is reasonable and not a penalty. The Grantee further agrees not to challenge the reasonableness of such provisions even where the Company rescinds, delays, withholds or escrows Shares or proceeds or uses those Shares or proceeds as a setoff.

10. Legends, etc. Shares issued upon the lapse of any restrictions on the Stock Units shall bear such legends as may be required or provided for under the terms of the Stockholders Agreement.

11. Transfer of Stock Units. The Stock Units may only be transferred by the laws of descent and distribution, or to a legal representative in the event of the Grantee’s incapacity and in accordance with the terms of the Stockholders Agreement.

12. Withholding. The payment of the Shares and other amounts in accordance with this Agreement will give rise to compensation income which may be subject to Tax withholding. The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued Shares in accordance with Section 5 herein and paid cash, Shares or other property in accordance with Section 8 hereof, are subject to the Grantee promptly paying to the

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Companies all Taxes required to be withheld. The Administrator may require that the Grantee pay any Tax withholding or other amounts required to be paid by the Companies or any Affiliate with respect to the grant or vesting of the Stock Units or the payment of the Shares or other amounts under this Agreement at such time as the Administrator determines. The Grantee authorizes the Companies and their Affiliates to withhold all required tax withholding amounts from any amounts payable under this Agreement or otherwise owed to the Grantee. Any tax withholding obligation with respect to the payment of Shares shall be satisfied by having Shares withheld up to an amount that does not exceed the minimum applicable withholding Tax.

13. Grant Subject to Plan Provisions. This Award is made pursuant to the Plan, the terms of which are incorporated herein by reference, and in all respects shall be interpreted in accordance with the Plan. The Award and payment of the Stock Units are subject to interpretations, regulations and determinations concerning the Plan established from time to time by the Administrator in accordance with the provisions of the Plan, including, but not limited to, provisions pertaining to (i) the registration, qualification or listing of the shares issued under the Plan, (ii) changes in capitalization and (iii) other requirements of applicable law. The Administrator shall have the authority to interpret and construe the Stock Units pursuant to the terms of the Plan, and its decisions shall be conclusive as to any questions arising hereunder.

14. Effect on Employment. Neither the grant of the Stock Units, nor the issuance of Shares or other payments in accordance with this Agreement, shall give the Grantee any right to be retained in the employ of the Company, Lowerco or any of their Affiliates, affect the right of the Company, Lowerco or any of their Affiliates to discharge or discipline the Grantee at any time, or affect any right of the Grantee to terminate his or her Employment at any time, subject to applicable local law and the terms of any employment agreement.

15. Delay in Payments for Specified Employees. Notwithstanding anything in this Agreement to the contrary, if the Grantee is a “specified employee” of a publicly traded corporation under Section 409A of the Code at the time of separation from service and if payment of any amount under this Agreement is required to be delayed for a period of six months after the separation from service pursuant to Section 409A of the Code, payment of such amount shall be delayed as required by Section 409A of the Code, and the accumulated postponed amount shall be paid in a lump sum payment within 10 days after the end of the six-month period. If the Grantee dies during the postponement period prior to the payment of postponed amount, the accumulated postponed amount shall be paid to the personal representative of the Grantee’s estate within 60 days after the date of the Grantee’s death.

16. Section 409A. It is intended that the Stock Units awarded hereunder shall be exempt from Section 409A of the Code (and any regulations and guidelines issued thereunder) under the “short-term deferral” exception, and this Agreement shall be interpreted on a basis consistent with such intent. If applicable, payments shall only be made on an event and in a manner permitted by Section 409A of the Code. Each payment under this Agreement is considered a separate payment for purposes of Section 409A of the Code. As provided under Section 409A, if calculation of the amount of a payment is not administratively practicable due to events beyond the control of the Grantee, the payment will be treated as made upon the date specified hereunder if the payment is made during the first calendar year in which calculation of the amount of the payment is administratively practicable. This Agreement may be amended

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without the consent of the Grantee in any respect deemed by the Committee to be necessary in order to preserve compliance with Section 409A of the Code.

17. Nature of Grant; No Entitlement; No Claim for Compensation. The Grantee, in accepting the Stock Units, represents and acknowledges the following:

(a) The Plan is established voluntarily by the Company, it is discretionary in nature and may be modified, amended, suspended or terminated by the Company at any time.

(b) The grant of the Stock Units is voluntary and occasional and does not create any contractual or other right to receive future grants of awards, or benefits in lieu of awards, even if awards have been granted repeatedly in the past.

(c) All decisions with respect to future awards, if any, will be at the sole discretion of the Administrator.

(d) The Stock Units and any Shares acquired under the Plan are extraordinary items that do not constitute compensation of any kind for services of any kind rendered to the Company or any Affiliate (including, as applicable, the Grantee’s Employer) and which are outside the scope of the your employment contract, if any.

(e) The Stock Units and any Shares acquired under the Plan are not part of the Grantee’s normal or expected compensation or salary for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, end of service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments.

(f) The Stock Units and the Shares subject to the Stock Units are not intended to replace any pension rights or compensation.

(g) The Grantee has not been induced to participate in the Plan by any expectation of employment or continued employment with the Company or any of its subsidiaries.

(h) In the event that the Grantee’s employer is not the Company, the grant of the Stock Units will not be interpreted to form an employment contract or relationship with the Company and, furthermore, the grant of the Stock Units will not be interpreted to form an employment contract with the Grantee’s Employer or any Affiliate.

(i) The future value of the underlying Shares is unknown and cannot be predicted with certainty. If the Grantee vests in the Stock Units and receives Shares, the value of the acquired Shares may increase or decrease. The Grantee understands that the Companies are not responsible for any foreign exchange fluctuation between the United States Dollar and the Grantee’s local currency that may affect the value of the Stock Units or the Shares.

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(j) In consideration of the grant of the Stock Units, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Units or diminution in value of the Stock Units or any of the Shares issuable under the Stock Units from termination of the Grantee’s employment by the Company or his or her Employer, as applicable (and for any reason whatsoever and whether or not in breach of contract or local labor laws) or notice to terminate employment having been given by the Grantee or the Grantee’s Employer, and the Grantee irrevocably releases his or her Employer, the Company and its Affiliates, as applicable, from any such claim that may arise; if, notwithstanding the foregoing, any such claim is found by a court of competent jurisdiction to have arisen, then, by signing this Agreement, the Grantee shall be deemed to have irrevocably waived the Grantee’s entitlement to pursue such claim.

18. Data Privacy.

(a) The Grantee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Grantee’s personal data as described in this Agreement by and among, as applicable, the Grantee’s Employer, the Company and its Affiliates for the exclusive purpose of implementing, administering and managing the Grantee’s participation in the Plan.

(b) The Grantee understands that the Grantee’s Employer, the Company and its Affiliates, as applicable, hold certain personal information about the Grantee regarding the Grantee’s employment, the nature and amount of the Grantee’s compensation and the fact and conditions of the Grantee’s participation in the Plan, including, but not limited to, the Grantee’s name, home address, telephone number and e-mail address, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of stock or directorships held in the Company and its Affiliates, details of all options, awards or any other entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in the Grantee’s favor, for the purpose of implementing, administering and managing the Plan (the “Data”).

(c) The Grantee understands that the Data may be transferred to the Company, an Affiliate and any third parties assisting in the implementation, administration and management of the Plan, that these recipients may be located in the Grantee’s country, or elsewhere, and that the recipient’s country may have different data privacy laws and protections than the Grantee’s country. The Grantee understands that the Grantee may request a list with the names and addresses of any potential recipients of the Data by contacting the Grantee’s local human resources representative. The Grantee authorizes the recipients to receive, possess, use, retain and transfer the Data, in electronic or other form, for the purposes of implementing, administering and managing the Grantee’s participation in the Plan, including any requisite transfer of such Data as may be required to a broker or other third party. The Grantee understands that the Data will be held only as long as is

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necessary to implement, administer and manage the Grantee’s participation in the Plan. The Grantee understands that Grantee may, at any time, view the Data, request additional information about the storage and processing of the Data, require any necessary amendments to the Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Grantee’s local human resources representative. The Grantee understands, however, that refusing or withdrawing the Grantee’s consent may affect the Grantee’s ability to participate in the Plan. For more information on the consequences of refusal to consent or withdrawal of consent, the Grantee understands that the Grantee may contact the Grantee’s local human resources representative.

19. Governing Law. This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

20. Severability. If any provision of this Agreement, or part thereof, is held to be unenforceable, then it shall be reformed so as to be enforceable consistent with the parties’ intent. Only if such unenforceable provision (or part thereof) cannot be reformed, shall such provision (or part thereof) be severed from this Agreement and such unenforceability will not affect any other provision (or part thereof) of this Agreement.

21. Compliance with Laws, Regulations and Policies. The issuance of Shares pursuant to the vested Stock Units shall be subject to compliance by the Companies and the Grantee with all applicable requirements of law relating thereto (including, without limitation, foreign securities and exchange control requirements). The inability of the Companies to lawfully issue Shares or the inability of the Companies and/or the Grantee to obtain approval from any regulatory body having authority deemed by the Companies to be necessary to the lawful issuance of any Shares hereby shall relieve the Companies of any liability with respect to the non-issuance of the Shares. The Stock Units, and all Shares and other amounts payable pursuant to the Stock Units, are subject to the terms of any applicable clawback and other policies adopted by the Board.

22. Amendment. In addition to the authority to make adjustments pursuant to Section 7(b) of the Plan, the Administrator may modify the terms of the Award as the Administrator deems appropriate, in good faith, to take account of a change in circumstances occasioned by a stock dividend or other similar distribution (whether in the form of stock, other securities or other property), stock split or combination of shares (including a reverse stock split), recapitalization, conversion, reorganization, consolidation, split-up, spin-off, combination, merger, exchange of stock, redemption or repurchase of all or part of the shares of any class of stock or any change in the capital structure of the Company or an Affiliate or other transaction or event.

[SIGNATURE PAGE FOLLOWS]

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By acceptance of the Stock Units, the undersigned agrees hereby to become a party to, and be bound by the terms of, the Stockholders Agreement as a “Manager” as defined therein.

Executed as of the Date of Grant.

SunGard Capital Corp. and	SUNGARD CAPITAL CORP.
SunGard Capital Corp. II	SUNGARD CAPITAL CORP. II
	By:

Grantee

I ACKNOWLEDGE THAT I HAVE RECEIVED A COPY OF THIS AGREEMENT AND CERTAIN RELATED INFORMATION, AND THAT I HAVE READ AND UNDERSTOOD THESE DOCUMENTS, INCLUDING THE RESTRICTIVE COVENANTS SET FORTH IN EXHIBIT A TO THIS AGREEMENT. I ACCEPT AND AGREE TO ALL OF THE PROVISIONS OF THIS AGREEMENT. I AGREE THAT ALL DECISIONS AND DETERMINATIONS OF THE ADMINISTRATOR SHALL BE FINAL AND BINDING ON ME AND ON ANY OTHER PERSON HAVING OR CLAIMING A RIGHT UNDER THIS AGREEMENT.

Victoria E. Silbey

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Schedule A

Vesting Schedule

Subject to continued Employment, one-third (1/3) of the Stock Units shall vest on each of December 31, 2013, December 31, 2014 and December 31, 2015.

Exhibit A

Restrictive Covenants

1. The “Restricted Period” means the period during the Grantee’s Employment and continuing until the date that is six months following the final delivery of Shares under this Agreement. The “Post-Termination Restricted Period” is that portion of the Restricted Period beginning on the Grantee’s Date of Termination and ending on the six month anniversary of the date of final delivery of Shares under this Agreement.

2. Except as noted in subsection 2(c),

a. The Grantee will not render services during the Restricted Period for any organization or engage directly or indirectly in any business which, in the judgment and sole determination of the CEO or another senior officer designated by the Committee, is or becomes competitive with any business of the Company and/or its Affiliates (together, for purposes of this Exhibit A, “Company”) with respect to which the Grantee had significant involvement or responsibility during his or her Employment (the “Grantee’s Business”), or which organization or business, or the rendering of services to such organization or business, is or becomes otherwise prejudicial to or in conflict with the interests of the Company with respect to the Grantee’s Business. The foregoing covenant shall apply to any such business or organization that operates in the same geographic location anywhere in the world in which the Grantee’s Business operates, unless Grantee’s responsibilities were limited to a defined territory or market. If Grantee’s responsibilities were limited to a defined territory or market, then this covenant will apply only to any territory or market for which Grantee was responsible during the last two years of Grantee’s employment with the Company. If the Grantee’s Employment with the Company has terminated, the judgment of the CEO or other designated officer will be based on the Grantee’s position and responsibilities while employed by the Company, the Grantee’s post-employment responsibilities and position with the other organization or business, the extent of past, current and potential competition or conflict between the Company and the other organization or business, the effect on the Company’s customers, suppliers, employees and competitors of the Grantee’s assuming the post-employment position and such other considerations as are deemed relevant given the applicable facts and circumstances.

b. During the Restricted Period, the Grantee will not solicit or contact at any time, directly or through others, for the purpose or with the effect of competing or interfering with or harming any part of the Company’s business, (a) any customer or acquisition target under contract with the Company at any time during the last two years of the Grantee’s Employment with the Company; (b) any prospective customer or acquisition target that received or requested a proposal, offer or letter of intent from the Company at any time during the last two years of the Grantee’s Employment with the Company; (c) any affiliate of any such customer or prospect; and (d) any of the individual contacts established by the Company or the Grantee or others at the Company during the period of the Grantee’s Employment with the Company.

c. The foregoing covenants shall apply to the Post-Termination Restricted Period only if Grantee was not a resident of California on the Grantee’s Date of Termination and is not a resident of California during the Post-Termination Restricted Period.

3. At all times during the Grantee’s Employment and after the Grantee’s Date of Termination, the Grantee will not disclose to anyone outside the Company, or use other than in and for the sole benefit of the Company’s business, any confidential or proprietary information or material relating to the business of the Company (“Proprietary Information”), acquired or developed by the Grantee during Employment with the Company. The Grantee understands that the Company’s Proprietary Information includes, by way of example and not limitation, the following information that is not generally available to the public nor readily ascertainable by the public, which has been subject to reasonable procedures of confidentiality, and has value to the Company’s business and, if disclosed, likely would have value to the business of the Company’s competitors: (a) the identity of customers and prospects, their specific requirements, and the names, addresses and telephone numbers of individual contacts; (b) prices, renewal dates and other detailed terms of customer and supplier contracts and

proposals; (c) pricing policies, information about costs, profits and sales, methods of delivering software and services, marketing and sales strategies, and software and service development strategies; (d) source code, object code, specifications, user manuals, technical manuals and other documentation for software products; (e) screen designs, report designs and other designs, concepts and visual expressions for software products; (f) employment and payroll records; (g) forecasts, budgets, acquisition models and other non-public financial information; and (h) expansion plans, business or development plans, management policies, information about possible acquisitions or divestitures, potential new products, markets or market extensions, and other business and acquisition strategies and policies. Proprietary Information does not include information that is generally available to, or known by, the public without violation of any applicable trade secret law or breach of a contractual covenant of confidentiality by Employee or any current or former employee, contractor or others in such relationships with the Company.

4. The Grantee will promptly communicate to the Company, in writing, all marketing strategies, product ideas, software designs and concepts, software enhancement and improvement ideas, and other ideas and inventions (collectively, “works and ideas”) pertaining to the Company’s business, whether or not patentable or copyrightable, that are made, written, developed, conceived or reduced to practice by the Grantee, alone or with others, at any time (during or after business hours) while the Grantee is employed by the Company or during the three months after the Grantee’s Date of Termination. The Grantee understands that all of those works and ideas will be the Company’s exclusive property, and by accepting the Stock Units the Grantee hereby assigns all the Grantee’s right, title and interest in those works and ideas to the Company. The Grantee will sign all documents which the Company deems necessary to confirm its ownership of those works and ideas, and the Grantee will cooperate fully with the Company to allow the Company to take full advantage of those works and ideas, including the securing of patent and/or copyright protection and/or other similar rights in the United States and in foreign countries. Works and ideas, whether or not patentable or copyrightable, made, written, developed, conceived or reduced to practice by the Grantee, alone or with others, not subject to compelled assignment under this Section 4 are those that meet each of the following criteria: (a) are or were developed entirely on Grantee’s own time; and (b) are or were developed without use of any equipment, supplies, facility or Proprietary Information of the Company; and (c) (i) do not relate, at the time made, written, developed, conceived or reduced to practice, to the Company’s business or its actual or demonstrably anticipated research, development or business plans, or (ii) do not result from any service provided or work performed by Grantee for the Company.

5. During the Restricted Period, the Grantee will not solicit or encourage, directly or indirectly,

a. any individual who is an employee or independent contractor of the Company during the Restricted Period (“Service Provider”), and also was an employee or independent contractor of the Company within the six months before Grantee’s Date of Termination, to terminate or reduce such employee’ or independent contractor’s relationship with the Company.

b. by use of any Proprietary Information, any Service Provider to terminate or reduce his, her or its employment or independent contractor relationship with the Company.

6. If any provision of this Exhibit A, or part thereof, is held to be unenforceable due to being overbroad with respect to time, geography or scope, then it shall be reformed so as to be enforceable consistent with the Company’s intent to award Stock Units only to Grantees who are contractually bound to protect, to the maximum extent permitted by applicable law, the Company’s Proprietary Information, business goodwill, relationships with customers, prospective customers, vendors and Service Providers, as well as the Company’s works and ideas. Only if such unenforceable provision (or part thereof) cannot be reformed, shall such provision (or part thereof) be severed from this Exhibit A and such unenforceability will not affect any other provision (or part thereof) of this Exhibit A or the Agreement of which this Exhibit A is a part.

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EX-12.1

Exhibit 12.1

SunGard Capital Corp.

Computation of Ratio of Earnings to Fixed Charges (Unaudited)

($ in millions)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2013		2012			2013
Fixed charges
Interest expense	$	95		$	90	$	299		$	272
Amortization of debt issuance costs and debt discount		7			6		26			30
Portion of rental expense representative of interest		17			18		54			52
Undeclared preferred stock dividend of SunGard Capital Corp. II before income taxes (at effective rate)		37			154		204			255
Total fixed charges	$	156		$	268	$	583		$	609
Earnings
Income (loss) from continuing operations before income taxes	$	(380	)	$	26	$	(495	)	$	(19	)
Fixed charges per above		156			268		583			609
Total earnings	$	(224	)	$	294	$	88		$	590
Ratio of earnings to fixed charges		*			1.1		*			*

* Earnings for the three months ended September 30, 2012 and for the nine months ended September 30, 2012 and 2013 were inadequate to cover fixed charges by $380 million, $495 million and $19 million, respectively.

SunGard Capital Corp. II

SunGard Data Systems Inc.

Computation of Ratio of Earnings to Fixed Charges (Unaudited)

($ in millions)

	Three Months Ended September 30,					Nine Months Ended September 30,
	2012			2013		2012			2013
Fixed charges
Interest expense	$	95		$	90	$	299		$	272
Amortization of debt issuance costs and debt discount		7			6		26			30
Portion of rental expense representative of interest		17			18		54			52
Total fixed charges	$	119		$	114	$	379		$	354
Earnings
Income (loss) from continuing operations before income taxes	$	(380	)	$	26	$	(495	)	$	(19	)
Fixed charges per above		119			114		379			354
Total earnings	$	(261	)	$	140	$	(116	)	$	335
Ratio of earnings to fixed charges		*			1.2		*			*

* Earnings for the three months ended September 30, 2012 and for the nine months ended September 30, 2012 and 2013 were inadequate to cover fixed charges by $380 million, $495 million and $19 million, respectively.

EX-31.1

Exhibit 31.1

Certification of Russell P. Fradin

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

Section 302 of the Sarbanes-Oxley Act of 2002

I, Russell P. Fradin, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, “registrant”);

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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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: November 6, 2013

/s/ Russell P. Fradin

Russell P. Fradin

President and Chief Executive Officer

SunGard Capital Corp., SunGard Capital Corp. II

& SunGard Data Systems Inc.

EX-31.2

Exhibit 31.2

Certification of Charles J. Neral

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

Section 302 of the Sarbanes-Oxley Act of 2002

I, Charles J. Neral, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, “registrant”);

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)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) 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) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) 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

d) 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: November 6, 2013

/s/ Charles J. Neral

Charles J. Neral

Chief Financial Officer

SunGard Capital Corp., SunGard Capital Corp. II

& SunGard Data Systems Inc.

EX-32.1

Exhibit 32.1

Certification of Russell P. Fradin

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, Russell P. Fradin, Chief Executive Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 (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.

    Date: November 6, 2013

/s/ Russell P. Fradin

Russell P. Fradin

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. and will be retained by SunGard Capital Corp., SunGard Capital Corp. II and 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 Charles J. Neral

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, Charles J. Neral, Chief Financial Officer of SunGard Capital Corp., SunGard Capital Corp. II and SunGard Data Systems Inc. (collectively, the “Company”), hereby certify that to my knowledge:

1. The Company’s Quarterly Report on Form 10-Q for the period ended September 30, 2013 (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.

    Date: November 6, 2013

/s/ Charles J. Neral

Charles J. Neral

Chief Financial Officer

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

EX-99.1

Exhibit 99.1

Section 13(r) Disclosure of Certain Sponsors

The Blackstone Group L.P. (“Blackstone”) has reported to us that Travelport Limited (“Travelport”) provided the disclosure reproduced below for this fiscal quarter. We have not independently verified or participated in the preparation of this disclosure.

“As part of our global business in the travel industry, we provide certain passenger travel related GDS and Airline IT Solutions services to Iran Air. We also provide certain Airline IT Solutions services to Iran Air Tours. All of these services are either exempt from applicable sanctions prohibitions pursuant to a statutory exemption in the International Emergency Economic Powers Act permitting transactions ordinarily incident to travel or, to the extent not otherwise exempt, specifically licensed by the U.S. Office of Foreign Assets Control (“OFAC”). Subject to any changes in the exempt/licensed status of such activities, we intend to continue these business activities, which are directly related to and promote the arrangement of travel for individuals.”

Travelport has not provided Blackstone with gross revenues and net profits attributable to the activities described above.

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Segment Information

9 Months Ended

Sep. 30, 2013

Segment Information

10. Segment Information:

The Company has three reportable segments: FS, AS and PS&E. The Company evaluates the performance of its segments based on Adjusted EBITDA. Adjusted EBITDA, a non-GAAP measure, is defined as operating income before the following items:

• depreciation,
• amortization of acquisition-related intangible assets,
• goodwill impairment,
• severance and facility closure charges,
• stock compensation,
• management fees, and
• certain other costs.

While these charges may be recurring, management excludes them in order to better analyze the segment results and evaluate the segment performance. This analysis is used extensively by management and is also used to communicate the segment results to the Company’s board of directors. In addition, management reviews Adjusted EBITDA on a constant currency basis, especially when comparing to the prior year results. While Adjusted EBITDA isuseful for analysis purposes, itshould not be considered as an alternative to the Company’s reported GAAP results. Also, Adjusted EBITDA may not be comparable to similarly titled measures used by other companies. Adjusted EBITDA issimilar, but not identical, to adjusted EBITDA as defined in the Credit Agreement for purposes of SunGard’s debt covenants. The operating results apply to each of SCC, SCCII and SunGard unless otherwise noted.

The operating results for the three months ended September30, 2013 and 2012 for each segment follow (in millions):

Three Months Ended September30, 2013	FS						AS					PS&E				Sum of segments
Revenue	$	635	(1	)		$		340			$		53		$		1,028
Adjusted EBITDA		194	(1	)				108					16				318
Adjusted EBITDA margin		30.5			%			31.6		%			31.4	%			30.9		%
Year to year revenue change		(1	)%					(2	)%				6	%			(1	)%
Year to year Adjusted EBITDA change		14			%			(11	)%				10	%			4		%

Three Months Ended September30, 2012	FS			AS			PS&E				Sum of segments
Revenue	$	640		$	346		$	49		$		1,035
Adjusted EBITDA		170			120			15				305
Adjusted EBITDA margin		26.6	%		34.8	%		30.4	%			29.5	%

Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes:

	ThreeMonthsEnded
	September30,2012			September30,2013
Adjusted EBITDA (sum of segments)	$	305		$	318
Corporate		(10	)		(12	)
Depreciation (3)		(70	)		(73	)
Amortization of acquisition-related intangible assets		(94	)		(82	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(13	)		(9	)
Stock compensation expense		(9	)		(12	)
Management fees		(3	)		(3	)
Other costs (included in operating income)		—			(5	)
Interest expense, net		(101	)		(95	)
Loss on extinguishment of debt		—			(1	)
Income (loss) from continuing operations before income tax	$	(380	)	$	26

Depreciation and amortization and capital expenditures by segment follow (in millions):

ThreeMonthsEndedSeptember30, 2013	FS		AS			PS&E			Sumof segments			Corporate			Total
Capital expenditures	$	23	$	34	$		2	$		59	$		—	$		59
Depreciation(3)		22		49			2			73			—			73
Amortization of acquisition-related intangible assets		40		38			3			81			1			82

ThreeMonthsEndedSeptember30, 2012	FS		AS			PS&E			Sumof segments			Corporate			Total
Capital expenditures	$	19	$	36	$		2	$		57	$		1	$		58
Depreciation(3)		22		46			1			69			1			70
Amortization of acquisition-related intangible assets		49		40			5			94			—			94

The operating results for the nine months ended September30, 2013 and 2012 for each segment follow (in millions):

Nine Months Ended September30, 2013	FS					AS				PS&E			Sum of segments
Revenue	$	1,867	(1	)		$	1,029			$	155		$	3,051
Adjusted EBITDA		502	(1)(2)				325				48			875
Adjusted EBITDA margin		26.9			%		31.5		%		31.2	%		28.7		%
Year to year revenue change		(3	)%				(2	)%			2	%		(3	)%
Year to year Adjusted EBITDA change		6			%		(7	)%			3	%		—		%

NineMonthsEndedSeptember30, 2012	FS			AS			PS&E			Sum of Segments
Revenue	$	1,928		$	1,052		$	151		$	3,131
Adjusted EBITDA		474			351			47			872
Adjusted EBITDA margin		24.6	%		33.4	%		31.0	%		27.9	%

Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes:

	NineMonthsEnded
	September30,2012			September30,2013
Adjusted EBITDA (sum of segments)	$	872		$	875
Corporate		(35	)		(36	)
Depreciation (3)		(211	)		(222	)
Amortization of acquisition-related intangible assets		(295	)		(255	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(22	)		(15	)
Stock compensation expense		(29	)		(35	)
Management fees		(9	)		(8	)
Other costs (included in operating income)		(8	)		(15	)
Interest expense, net		(324	)		(301	)
Loss on extinguishment of debt		(51	)		(6	)
Other income (expense)		2			(1	)
Income (loss) from continuing operations before income tax	$	(495	)	$	(19	)

Depreciation and amortization and capital expenditures by segment follow (in millions):

NineMonthsEndedSeptember30, 2013	FS		AS		PS&E		Sumof segments		Corporate		Total
Capital expenditures	$	64	$	89	$	6	$	159	$	1	$	160
Depreciation(3)		67		149		5		221		1		222
Amortization of acquisition-related intangible assets		128		115		11		254		1		255

NineMonthsEndedSeptember30, 2012	FS		AS			PS&E			Sumof segments			Corporate			Total
Capital expenditures	$	62	$	104	$		6	$		172	$		1	$		173
Depreciation(3)		63		142			5			210			1			211
Amortization of acquisition-related intangible assets		155		126			14			295			—			295

(1)  SunGard received approximately$12million in proceeds relating to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a Financial Systems customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which has now been recognized, and a termination charge related to the customer contract.

(2)During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations.  In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $9 million for the nine month period ended September30, 2013. The impact of this change is expected to be negligible for the full year.

(3)Includes amortization of capitalized software.

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Operating Results for Each Segment (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Selected Financial Information [Line Items]
Change in Accounting Estimate Financial Effect Costs and Expenses		$ 9
Bankruptcy claims sold	$ 12

XML

Consolidated Statements of Comprehensive Income (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Revenue:
Services	$ 951		$ 969		$ 2,844		$ 2,916
License and resale fees	65		53		166		168
Total products and services	1,016		1,022		3,010		3,084
Reimbursed expenses	12		13		41		47
Total revenue	1,028		1,035		3,051		3,131
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)	423		430		1,284		1,316
Sales, marketing and administration	232		237		716		751
Product development and maintenance	96		98		285		295
Depreciation	73	[1]	70	[1]	222	[1]	211	[1]
Amortization of acquisition-related intangible assets	82		94		255		295
Goodwill impairment charge			385				385
Total costs and expenses	906		1,314		2,762		3,253
Operating income (loss)	122		(279)		289		(122)
Interest income	1		1		1		1
Interest expense and amortization of deferred financing fees	(96)		(102)		(302)		(325)
Loss on extinguishment of debt	(1)				(6)		(51)
Other income (expense)					(1)		2
Income (loss) from continuing operations before income taxes	26		(380)		(19)		(495)
Benefit from (provision for) income taxes	(3)		13		10		44
Income (loss) from continuing operations	23		(367)		(9)		(451)
Income (loss) from discontinued operations, net of tax			5				316
Net income (loss)	23		(362)		(9)		(135)
Income attributable to the noncontrolling interest (including $- million, $1 million, $- million and $2 million in temporary equity)	(49)		(64)		(121)		(186)
Net income (loss) attributable to SunGard Capital Corp	(26)		(426)		(130)		(321)
Other comprehensive income (loss):
Foreign currency translation, net	54		27		10		16
Unrealized gain (loss) on derivative instruments, net of tax	(1)		5				11
Other, net of tax	(1)				(6)
Other comprehensive income (loss), net of tax	52		32		4		27
Comprehensive income (loss) including noncontrolling interest	75		(330)		(5)		(108)
Comprehensive income (loss) attributable to the noncontrolling interest	(49)		(64)		(121)		(186)
Comprehensive income (loss)	26		(394)		(126)		(294)
SunGard Capital Corp. II
Revenue:
Services	951		969		2,844		2,916
License and resale fees	65		53		166		168
Total products and services	1,016		1,022		3,010		3,084
Reimbursed expenses	12		13		41		47
Total revenue	1,028		1,035		3,051		3,131
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)	423		430		1,284		1,316
Sales, marketing and administration	232		237		716		751
Product development and maintenance	96		98		285		295
Depreciation	73		70		222		211
Amortization of acquisition-related intangible assets	82		94		255		295
Goodwill impairment charge			385				385
Total costs and expenses	906		1,314		2,762		3,253
Operating income (loss)	122		(279)		289		(122)
Interest income	1		1		1		1
Interest expense and amortization of deferred financing fees	(96)		(102)		(302)		(325)
Loss on extinguishment of debt	(1)				(6)		(51)
Other income (expense)					(1)		2
Income (loss) from continuing operations before income taxes	26		(380)		(19)		(495)
Benefit from (provision for) income taxes	(3)		13		10		44
Income (loss) from continuing operations	23		(367)		(9)		(451)
Income (loss) from discontinued operations, net of tax			5				316
Net income (loss)	23		(362)		(9)		(135)
Other comprehensive income (loss):
Foreign currency translation, net	54		27		10		16
Unrealized gain (loss) on derivative instruments, net of tax	(1)		5				11
Other, net of tax	(1)				(6)
Comprehensive income (loss)	75		(330)		(5)		(108)
SunGard Data Systems Inc.
Revenue:
Services	951		969		2,844		2,916
License and resale fees	65		53		166		168
Total products and services	1,016		1,022		3,010		3,084
Reimbursed expenses	12		13		41		47
Total revenue	1,028		1,035		3,051		3,131
Costs and expenses:
Cost of sales and direct operating (excluding depreciation)	423		430		1,284		1,316
Sales, marketing and administration	232		237		716		751
Product development and maintenance	96		98		285		295
Depreciation	73		70		222		211
Amortization of acquisition-related intangible assets	82		94		255		295
Goodwill impairment charge			385				385
Total costs and expenses	906		1,314		2,762		3,253
Operating income (loss)	122		(279)		289		(122)
Interest income	1		1		1		1
Interest expense and amortization of deferred financing fees	(96)		(102)		(302)		(325)
Loss on extinguishment of debt	(1)				(6)		(51)
Other income (expense)					(1)		2
Income (loss) from continuing operations before income taxes	26		(380)		(19)		(495)
Benefit from (provision for) income taxes	(3)		13		10		44
Income (loss) from continuing operations	23		(367)		(9)		(451)
Income (loss) from discontinued operations, net of tax			5				316
Net income (loss)	23		(362)		(9)		(135)
Other comprehensive income (loss):
Foreign currency translation, net	54		27		10		16
Unrealized gain (loss) on derivative instruments, net of tax	(1)		5				11
Other, net of tax	(1)				(6)
Comprehensive income (loss)	$ 75		$ (330)		$ (5)		$ (108)

[1] Includes amortization of capitalized software.

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Discontinued Operations

9 Months Ended

Sep. 30, 2013

Discontinued Operations

3. Discontinued Operations:

In January 2012, the Company sold its Higher Education (“HE”) business and used the net cash proceeds (as defined in its senior secured credit agreement) of $1,222 million, which is the gross transaction value of $1,775 million less applicable taxes and fees, to repay a pro-rata portion of its outstanding term loans. In July 2012, the Company sold its FS subsidiary SunGard Global Services (France) for gross proceeds of €14 million. The results for discontinued operations for the three and nine months ended September 30, 2012 reflect the impact of these sales.

The results for the discontinued operations for the three and nine months endedSeptember 30, 2012 and 2013 were as follows (in millions):

	ThreeMonthsEndedSeptember 30,						NineMonthsEndedSeptember 30,
	2012			2013		2012				2013
Revenue	$	5		$	—	$		55		$	—
Operating income (loss)		(1	)		—			(4	)		—
Gain on sale of business		8			—			571			—
Income (loss) before income taxes		7			—			567			—
Benefit from (provision for) income taxes		(2	)		—			(251	)		—
Income (loss) from discontinued operations	$	5		$	—	$		316		$	—

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Intangible Assets and Goodwill (Tables)

9 Months Ended

Sep. 30, 2013

Changes in Goodwill By Segment

The following table summarizes changes in goodwill by segment (in millions):

	Cost												Accumulated Impairment
	FS			AS			PS&E		Subtotal			AS				PS&E			Subtotal				Total
Balance at December31, 2012	$	3,516		$	2,243		$	544	$	6,303		$		(1,547	)	$	(217	)	$	(1,764	)	$		4,539
Effect of foreign currency translation		9			(2	)		—		7				—			—			—				7
Other		(1	)		—			—		(1	)			—			—			—				(1	)
Balance at September 30, 2013	$	3,524		$	2,241		$	544	$	6,309		$		(1,547	)	$	(217	)	$	(1,764	)	$		4,545

Future Amortization of Acquisition-Related Intangible Assets

Based on amounts recorded at September 30, 2013, total expected amortization of all acquisition-related intangible assets in each of the years ended December31 follows (in millions):

2013	$	341
2014		290
2015		235
2016		215
2017		207

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Supplemental Condensed Consolidating Balance Sheet (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013		Dec. 31, 2012
Current:
Cash and cash equivalents	$ 689		$ 546
Total current assets	1,632		1,676
Property and equipment, net	812		874
Goodwill	4,545		4,539
Total Assets	9,664		10,018
Current:
Short-term and current portion of long-term debt	342		63
Total current liabilities	1,703		1,507
Long-term debt	6,106		6,599
Deferred and other income taxes	1,032		1,127
Other liabilities	118		95
Total liabilities	8,959		9,328
Total stockholder’s equity	(1,078)		(961)
Total Liabilities and Stockholder’s Equity	9,664		10,018
Parent
Current:
Cash and cash equivalents	316		220
Trade receivables, net	10		3
Prepaid expenses, taxes and other current assets	1,432		1,312
Total current assets	1,758		1,535
Intangible assets, net	108		112
Deferred income taxes	38		39
Intercompany balances	261		254
Investment in subsidiaries	8,742		8,620
Total Assets	10,907		10,560
Current:
Short-term and current portion of long-term debt	335		57
Intercompany balances	3,646		3,199
Accounts payable and other current liabilities	116		70
Total current liabilities	4,097		3,326
Long-term debt	5,901		6,343
Intercompany debt	83		83
Deferred and other income taxes	98		92
Total liabilities	10,179		9,844
Total stockholder’s equity	728		716
Total Liabilities and Stockholder’s Equity	10,907		10,560
Guarantor Subsidiaries
Current:
Cash and cash equivalents			(3)
Intercompany balances	2,951		2,457
Trade receivables, net	473	[1]	566	[2]
Prepaid expenses, taxes and other current assets	73		70
Total current assets	3,497		3,090
Property and equipment, net	540		574
Intangible assets, net	2,208		2,413
Intercompany balances	8		7
Goodwill	3,468		3,470
Investment in subsidiaries	2,075		2,101
Total Assets	11,796		11,655
Current:
Short-term and current portion of long-term debt	1
Accounts payable and other current liabilities	2,079		1,983
Total current liabilities	2,080		1,983
Long-term debt	2		2
Deferred and other income taxes	924		1,000
Other liabilities	48		50
Total liabilities	3,054		3,035
Total stockholder’s equity	8,742		8,620
Total Liabilities and Stockholder’s Equity	11,796		11,655
Non-Guarantor Subsidiaries
Current:
Cash and cash equivalents	373		329
Intercompany balances	694		742
Trade receivables, net	232		331
Prepaid expenses, taxes and other current assets	104		89
Total current assets	1,403		1,491
Property and equipment, net	272		300
Intangible assets, net	359		404
Intercompany balances	76		76
Goodwill	1,077		1,069
Total Assets	3,187		3,340
Current:
Short-term and current portion of long-term debt	6		6
Accounts payable and other current liabilities	549		632
Total current liabilities	555		638
Long-term debt	203		254
Intercompany debt	261		254
Deferred and other income taxes	41		67
Other liabilities	52		26
Total liabilities	1,112		1,239
Total stockholder’s equity	2,075		2,101
Total Liabilities and Stockholder’s Equity	3,187		3,340
Eliminations
Current:
Intercompany balances	(3,645)		(3,199)
Prepaid expenses, taxes and other current assets	(1,381)		(1,241)
Total current assets	(5,026)		(4,440)
Deferred income taxes	(38)		(39)
Intercompany balances	(345)		(337)
Investment in subsidiaries	(10,817)		(10,721)
Total Assets	(16,226)		(15,537)
Current:
Intercompany balances	(3,646)		(3,199)
Accounts payable and other current liabilities	(1,381)		(1,241)
Total current liabilities	(5,027)		(4,440)
Intercompany debt	(344)		(337)
Deferred and other income taxes	(38)		(39)
Total liabilities	(5,409)		(4,816)
Total stockholder’s equity	(10,817)		(10,721)
Total Liabilities and Stockholder’s Equity	(16,226)		(15,537)
SunGard Data Systems Inc.
Current:
Cash and cash equivalents	689		546
Trade receivables, net	715		900
Prepaid expenses, taxes and other current assets	228		230
Total current assets	1,632		1,676
Property and equipment, net	812		874
Intangible assets, net	2,675		2,929
Goodwill	4,545		4,539
Total Assets	9,664		10,018
Current:
Short-term and current portion of long-term debt	342		63
Accounts payable and other current liabilities	1,363		1,444
Total current liabilities	1,705		1,507
Long-term debt	6,106		6,599
Deferred and other income taxes	1,025		1,120
Other liabilities	100		76
Total liabilities	8,936		9,302
Total stockholder’s equity	728		716
Total Liabilities and Stockholder’s Equity	$ 9,664		$ 10,018

[1] This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

[2] This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $250 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

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Employee Termination Benefits and Facility Closures

9 Months Ended

Sep. 30, 2013

Employee Termination Benefits and Facility Closures

11. Employee Termination Benefits and Facility Closures:

The following table provides a rollforward of the liability balances for workforce reductions and facility closures, which occurred through September30, 2013 (in millions):

	Balance 12/31/2012		Expense Related to 2013 Actions		Paid			Other Adjustments*			Balance 09/30/2013
Workforce-related	$	32	$	18	$	(23	)	$	(6	)	$	21
Facilities		22		1		(3	)		—			20
Total	$	54	$	19	$	(26	)	$	(6	)	$	41

*The other adjustments column in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation and other adjustments.

The workforce related actions are expected to be paid out over the next 18 months (the majority within 12 months). The facilities accruals are for ongoing obligations to pay rent for vacant space and are net of sublease reserves. The lengths of these obligations vary by lease with the majority ending in 2019.

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Equity - Additional Information (Detail) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Class Of Stock [Line Items]
Measurement date	June 1, 2017
Aggregate expense subject to continued employment	$ 22
Measurement period on a straight-line basis	4 years
Time-based appreciation rights using the Black-Scholes pricing model	$ 4
Class A common stock
Class Of Stock [Line Items]
Common stock shares held in time or performance based vesting	1.3
Class L common stock
Class Of Stock [Line Items]
Common stock shares held in time or performance based vesting	0.1444
Preferred Stock
Class Of Stock [Line Items]
Common stock shares held in time or performance based vesting	0.05

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Supplemental Condensed Consolidating Balance Sheet (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Condensed Financial Statements Captions [Line Items]
Proceed from sale of accounts receivable due to the receivables facility lender in the event of liquidation	$ 200	$ 250

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Intangible Assets and Goodwill - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	1 Months Ended			1 Months Ended					9 Months Ended
	Jul. 31, 2013 Segment	Sep. 30, 2013	Dec. 31, 2012	Jul. 31, 2013 Reporting units where the excess of estimated fair value over carrying value was less than 10% of carrying value Segment	Jul. 31, 2013 Reporting units where the excess of estimated fair value over carrying value was more than 25% of carrying value Segment	Jul. 31, 2013 Goodwill balance as of the July 1 test date for units where the fair value of goodwill is less than 10% greater than the carrying value	Sep. 30, 2013 Minimum	Sep. 30, 2013 Maximum	Sep. 30, 2013 50 Basis Point Decrease in Assumed Royalty Rate	Sep. 30, 2013 100 Basis Point Decrease in Assumed Royalty Rate	Sep. 30, 2013 100 Basis Point Increase in Discount Rate
Goodwill [Line Items]
Trade Name impairment loss for a percent change in the assumed royalty rate or discount rate									$ 156	$ 372	$ 51
Trade Name Percentage Of Fair Value In Excess Of Carrying Amount		6.00%
Number of Reporting Units	11
Reporting Unit, Percentage of Fair Value in Excess of Carrying Amount		25.00%
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, discount rates							9.00%	13.50%
Assumptions used in estimating the fair value of a reporting unit for annual goodwill impairment test, perpetual growth rates							1.50%	4.00%
Number of operating units				1	5
Goodwill		$ 4,545	$ 4,539			$ 527

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2013

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following table summarizes assets and liabilities measured at fair value on a recurring basis at September30, 2013 (in millions):

	FairValueMeasuresUsing
	Level1		Level2			Level3			Total
Assets
Cash and cash equivalents—money market funds	$	330	$	—	$		—	$		330
Interest rate swap agreements and other		—		2			—			2
Total	$	330		2			—			332

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December31, 2012 (in millions):

	Fair Value Measures Using
	Level1		Level2		Level3		Total
Assets
Cash and cash equivalents—money market funds	$	227	$	—	$	—	$	227
Currency forward contracts		—		4		—		4
Total	$	227	$	4	$	—	$	231
Liabilities
Interest rate swap agreements and other	$	—	$	4	$	—	$	4

Carrying Amount and Estimated Fair Value of Debt, Including Current Portion and Excluding Interest Rate Swaps

The following table presents the carrying amount and estimated fair value of the Company’s debt, including the current portion and excluding the interest rate swaps, as of December31, 2012 and September30, 2013 (in millions):

	December31, 2012					September30, 2013
	Carrying Value		Fair Value		Carrying Value			Fair Value
Floating rate debt	$	3,803	$	3,826	$		3,587	$	3,601
Fixed rate debt		2,859		3,023			2,861		2,976

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Debt and Derivatives (Tables)

9 Months Ended

Sep. 30, 2013

Debt

Debt consisted of the following (in millions):

	December31, 2012			September30, 2013
Senior Secured Credit Facilities:
Secured revolving credit facility	$	—		$	—
Tranche A, effective interest rate of 1.96% and 1.93%		207			57
Tranche B, effective interest rate of 4.35%		1,719			—
Tranche C, effective interest rate of 4.17% and 4.41%		908			427
Tranche D, effective interest rate of 4.50% and 4.50%		720			714
Tranche E, effective interest rate of 4.10%		—			2,189
Total Senior Secured Credit Facilities		3,554			3,387
Senior Secured Notes due 2014 at 4.875%, net of discount of $4 and $1		246			249
Senior Notes due 2018 at 7.375%		900			900
Senior Notes due 2020 at 7.625%		700			700
Senior Subordinated Notes due 2019 at 6.625%		1,000			1,000
Secured accounts receivable facility, at 3.71% and 3.68%		250			200
Other, primarily foreign bank debt and capital lease obligations		12			12
Total debt		6,662			6,448
Short-term borrowings and current portion of long-term debt		(63	)		(342	)
Long-term debt	$	6,599		$	6,106

Interest Rate Swaps

A summary of the Company’s interest rate swaps at September30, 2013 follows (in millions):

Inception	Maturity		Notional Amount (inmillions)		Interest rate paid			Interest rate received (LIBOR)
August-September 2012		February2017	$	400		0.69	%		1-Month
June 2013		June2019		100		1.86	%		3-Month
September 2013		June 2019		100		2.26	%		3-Month
Total / Weighted Average			$	600		1.15	%

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Carrying Amount and Estimated Fair Value of Debt Including Current Portion and Excluding Interest Rate Swaps (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Floating Rate Debt
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	$ 3,587	$ 3,803
Fair Value	3,601	3,826
Fixed Rate Debt
Fair Value Balance Sheet Grouping Financial Statement Captions [Line Items]
Carrying Value	2,861	2,859
Fair Value	$ 2,976	$ 3,023

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Results for Discontinued Operations (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Income (loss) from discontinued operations		$ 5		$ 316
Segment, Discontinued Operations
Income Statement Balance Sheet And Additional Disclosures By Disposal Groups Including Discontinued Operations [Line Items]
Revenue		5		55
Operating income (loss)		(1)		(4)
Gain on sale of business		8		571
Income (loss) before income taxes		7		567
Benefit from (provision for) income taxes		(2)		(251)
Income (loss) from discontinued operations		$ 5		$ 316

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Component of Accumulated Other Comprehensive Loss Net of Tax (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Accumulated Other Comprehensive Income [Line Items]
Balance at December 31, 2012			$ (3)
Other comprehensive income before reclassifications			1
Amounts reclassified from accumulated other comprehensive income net of tax			3
Net current-period other comprehensive income	52	32	4	27
Balance at September 30, 2013	1		1
Foreign Currency Gain (Loss)
Accumulated Other Comprehensive Income [Line Items]
Balance at December 31, 2012			(4)
Other comprehensive income before reclassifications			10
Net current-period other comprehensive income			10
Balance at September 30, 2013	6		6
Other
Accumulated Other Comprehensive Income [Line Items]
Balance at December 31, 2012			(1)
Other comprehensive income before reclassifications			(6)
Net current-period other comprehensive income			(6)
Balance at September 30, 2013	(7)		(7)
Gains (Losses) on Derivative Instruments
Accumulated Other Comprehensive Income [Line Items]
Balance at December 31, 2012			2
Other comprehensive income before reclassifications			(3)
Amounts reclassified from accumulated other comprehensive income net of tax			3
Net current-period other comprehensive income
Balance at September 30, 2013	$ 2		$ 2

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Income Taxes - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Income Taxes [Line Items]
Income tax benefit associated with a tax accounting method change related to certain lease related reserves	$ 9

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Supplemental Guarantor Condensed Consolidating Financial Statements (Tables)

9 Months Ended

Sep. 30, 2013

Supplemental Condensed Consolidating Balance Sheet

(in millions)	SupplementalCondensedConsolidatingBalanceSheet December31, 2012
	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations				Consolidated
Assets
Current:
Cash and cash equivalents	$	220	$	(3	)	$	329	$	—		$		546
Intercompany balances		—		2,457			742		(3,199	)			—
Trade receivables, net		3		566	(a)		331		—				900
Prepaid expenses, taxes and other current assets		1,312		70			89		(1,241	)			230
Total current assets		1,535		3,090			1,491		(4,440	)			1,676
Property and equipment, net		—		574			300		—				874
Intangible assets, net		112		2,413			404		—				2,929
Deferred income taxes		39		—			—		(39	)			—
Intercompany balances		254		7			76		(337	)			—
Goodwill		—		3,470			1,069		—				4,539
Investment in subsidiaries		8,620		2,101			—		(10,721	)			—
Total Assets	$	10,560	$	11,655		$	3,340	$	(15,537	)	$		10,018
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	57	$	—		$	6	$	—		$		63
Intercompany balances		3,199		—			—		(3,199	)			—
Accounts payable and other current liabilities		70		1,983			632		(1,241	)			1,444
Total current liabilities		3,326		1,983			638		(4,440	)			1,507
Long-term debt		6,343		2			254		—				6,599
Intercompany debt		83		—			254		(337	)			—
Deferred and other income taxes		92		1,000			67		(39	)			1,120
Other liabilities		—		50			26		—				76
Total liabilities		9,844		3,035			1,239		(4,816	)			9,302
Total stockholder’s equity		716		8,620			2,101		(10,721	)			716
Total Liabilities and Stockholder’s Equity	$	10,560	$	11,655		$	3,340	$	(15,537	)	$		10,018

(a)This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $250 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

(in millions)	Supplemental Condensed Consolidating Balance Sheet September 30, 2013
	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations				Consolidated
Assets
Current:
Cash and cash equivalents	$	316	$	—		$	373	$	—		$		689
Intercompany balances		—		2,951			694		(3,645	)			—
Trade receivables, net		10		473	(b)		232		—				715
Prepaid expenses, taxes and other current assets		1,432		73			104		(1,381	)			228
Total current assets		1,758		3,497			1,403		(5,026	)			1,632
Property and equipment, net		—		540			272		—				812
Intangible assets, net		108		2,208			359		—				2,675
Deferred income taxes		38		—			—		(38	)			—
Intercompany balances		261		8			76		(345	)			—
Goodwill		—		3,468			1,077		—				4,545
Investment in subsidiaries		8,742		2,075			—		(10,817	)			—
Total Assets	$	10,907	$	11,796		$	3,187	$	(16,226	)	$		9,664
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	335	$	1		$	6	$	—		$		342
Intercompany balances		3,646		—			—		(3,646	)			—
Accounts payable and other current liabilities		116		2,079			549		(1,381	)			1,363
Total current liabilities		4,097		2,080			555		(5,027	)			1,705
Long-term debt		5,901		2			203		—				6,106
Intercompany debt		83		—			261		(344	)			—
Deferred and other income taxes		98		924			41		(38	)			1,025
Other liabilities		—		48			52		—				100
Total liabilities		10,179		3,054			1,112		(5,409	)			8,936
Total stockholder’s equity		728		8,742			2,075		(10,817	)			728
Total Liabilities and Stockholder’s Equity	$	10,907	$	11,796		$	3,187	$	(16,226	)	$		9,664

(b)This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

Supplemental Condensed Consolidating Schedule of Comprehensive Income

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Three Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	725		$	394		$	(84	)	$		1,035
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		20			506			323			(84	)			765
Depreciation		—			48			22			—				70
Amortization of acquisition-related intangible assets		1			76			17			—				94
Goodwill impairment charges		—			385			—			—				385
Total costs and expenses		21			1,015			362			(84	)			1,314
Operating income (loss)		(21	)		(290	)		32			—				(279	)
Net interest income (expense)		(94	)		—			(7	)		—				(101	)
Equity in earnings of unconsolidated subsidiaries (c)		(287	)		25			—			262				—
Other income (expense)		—			—			—			—				—
Income (loss) from continuing operations before income taxes		(402	)		(265	)		25			262				(380	)
Benefit from (provision for) income taxes		40			(18	)		(9	)		—				13
Income (loss) from continuing operations		(362	)		(283	)		16			262				(367	)
Income (loss) from discontinued operations, net of tax		—			(4	)		9			—				5
Net income (loss)	$	(362	)	$	(287	)	$	25		$	262		$		(362	)
Comprehensive income (loss)	$	(330	)	$	(265	)	$	45		$	220		$		(330	)

(c)The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the three months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

While these revisions have no impact on the previously reported Net income or total cash flows from operations of the Parent Company or Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Parent Company in 2012, Equity in earnings of unconsolidated subsidiaries changed from $(292) million to $(287) million; Income (loss) from continuing operations changed from $(367) million to $(362) million; and Income (loss) from discontinued operations, net of tax changed from $5 million to $- million. For the Guarantor Subsidiaries in 2012, Equity in earnings of unconsolidated subsidiaries changed from $16 million to $25 million; Income (loss) from continuing operations changed from $(292) million to $(283) million; and Income (loss) from discontinued operations, net of tax changed from $5 million to $(4) million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Comprehensive Income or the Supplemental Condensed Consolidating Schedule of Cash Flows for any period.

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Three Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	712		$	402		$	(86	)	$		1,028
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		25			498			314			(86	)			751
Depreciation		1			50			22			—				73
Amortization of acquisition-related intangible assets		—			67			15			—				82
Goodwill impairment charges		—			—			—			—				—
Total costs and expenses		26			615			351			(86	)			906
Operating income (loss)		(26	)		97			51			—				122
Net interest income (expense)		(91	)		1			(5	)		—				(95	)
Equity in earnings of unconsolidated subsidiaries		99			32			—			(131	)			—
Other income (expense)		(1	)		—			—			—				(1	)
Income (loss) from continuing operations before income taxes		(19	)		130			46			(131	)			26
Benefit from (provision for) income taxes		42			(31	)		(14	)		—				(3	)
Income (loss) from continuing operations		23			99			32			(131	)			23
Income (loss) from discontinued operations, net of tax		—			—			—			—				—
Net income (loss)		23			99		$	32			(131	)			23
Comprehensive income (loss)	$	75		$	144		$	77		$	(221	)	$		75

(in millions)	SupplementalCondensedConsolidatingScheduleofComprehensiveIncome Nine Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	2,170		$	1,218		$	(257	)	$		3,131
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		69			1,562			988			(257	)			2,362
Depreciation		—			144			67			—				211
Amortization of acquisition-related intangible assets		1			245			49			—				295
Goodwill impairment charges		—			385			—			—				385
Total costs and expenses		70			2,336			1,104			(257	)			3,253
Operating income (loss)		(70	)		(166	)		114			—				(122	)
Net interest income (expense)		(303	)		—			(21	)		—				(324	)
Equity in earnings of unconsolidated subsidiaries (d)		(83	)		65			—			18				—
Other income (expense)		(51	)		—			2			—				(49	)
Income (loss) from continuing operations before income taxes		(507	)		(101	)		95			18				(495	)
Benefit from (provision for) income taxes		147			(68	)		(35	)		—				44
Income (loss) from continuing operations		(360	)		(169	)		60			18				(451	)
Income (loss) from discontinued operations, net of tax		225			86			5			—				316
Net income (loss)	$	(135	)	$	(83	)	$	65		$	18		$		(135	)
Comprehensive income (loss)	$	(108	)	$	(65	)	$	80		$	(15	)	$		(108	)

(d)The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the nine months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

While these revisions have no impact on the previously reported Net income or total cash flows from operations of the Parent Company or Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Parent Company in 2012, Equity in earnings of unconsolidated subsidiaries changed from $(174) million to $(83) million; Income (loss) from continuing operations changed from $(451) million to $(360) million; and Income (loss) from discontinued operations, net of tax changed from $316 million to $225 million. For the Guarantor Subsidiaries in 2012, Equity in earnings of unconsolidated subsidiaries changed from $60 million to $65 million; Income (loss) from continuing operations changed from $(174) million to $(169) million; and Income (loss) from discontinued operations, net of tax changed from $91 million to $86 million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Comprehensive Income or the Supplemental Condensed Consolidating Schedule of Cash Flows for any period.

(in millions)	SupplementalCondensedConsolidatingScheduleofComprehensiveIncome Nine Months Ended September 30 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	2,112		$	1,201		$	(262	)	$		3,051
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		74			1,518			955			(262	)			2,285
Depreciation		1			150			71			—				222
Amortization of acquisition-related intangible assets		—			208			47			—				255
Goodwill impairment charges		—			—			—			—				—
Total costs and expenses		75			1,876			1,073			(262	)			2,762
Operating income (loss)		(75	)		236			128			—				289
Net interest income (expense)		(283	)		—			(18	)		—				(301	)
Equity in earnings of unconsolidated subsidiaries		234			87			—			(321	)			—
Other income (expense)		(6	)		—			(1	)		—				(7	)
Income (loss) from continuing operations before income taxes		(130	)		323			109			(321	)			(19	)
Benefit from (provision for) income taxes		121			(89	)		(22	)		—				10
Income (loss) from continuing operations	$	(9	)	$	234		$	87		$	(321	)	$		(9	)
Income (loss) from discontinued operations, net of tax		—			—			—			—				-
Net income (loss)	$	(9	)	$	234		$	87		$	(321	)	$		(9	)
Comprehensive income (loss)	$	(5	)	$	232		$	91		$	(323	)	$		(5	)

Supplemental Condensed Consolidating Schedule of Cash Flows

	SupplementalCondensedConsolidatingScheduleofCashFlowsNine MonthsEndedSeptember 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Cash flow from operations:
Net income (loss)	$	(135	)	$	(83	)	$	65		$	18		$		(135	)
Income (loss) from discontinued operations		225			86			5			—				316
Income (loss) from continuing operations		(360	)		(169	)		60			18				(451	)
Non cash adjustments		220			653			111			(18	)			966
Changes in operating assets and liabilities		(175	)		92			(6	)		—				(89	)
Cash flow from (used in) continuing operations		(315	)		576			165			—				426
Cash flow from (used in) discontinued operations		(338	)		(5	)		3			—				(340	)
Cash flow from (used in) operations		(653	)		571			168			—				86
Investment activities:
Intercompany transactions (e)		2,342			(411	)		(160	)		(1,771	)			—
Cash paid for acquired businesses, net of cash acquired		—			(1	)		(9	)		—				(10	)
Cash paid for property and equipment and software		—			(125	)		(48	)		—				(173	)
Other investing activities		(1	)		1			3			—				3
Cash provided by (used in) continuing operations		2,341			(536	)		(214	)		(1,771	)			(180	)
Cash provided by (used in) discontinued operations		—			1,744			14			—				1,758
Cash provided by (used in) investment activities		2,341			1,208			(200	)		(1,771	)			1,578
Financing activities:
Intercompany dividends of HE sale proceeds		—			(1,771	)		—			1,771				—
Intercompany dividends		—			—			—			—				—
Net repayments of long-term debt		(1,742	)		(2	)		—			—				(1,744	)
Premium paid to retire debt		(27	)		—			—			—				(27	)
Other financing activities		(19	)		—			—			—				(19	)
Cash provided by (used in) continuing operations		(1,788	)		(1,773	)		—			1,771				(1,790	)
Cash provided by (used in) discontinued operations		—			—			—			—				—
Cash provided by (used in) financing activities		(1,788	)		(1,773	)		—			1,771				(1,790	)
Effect of exchange rate changes on cash		—			—			5			—				5
Increase (decrease) in cash and cash equivalents		(100	)		6			(27	)		—				(121	)
Beginning cash and cash equivalents		529			(15	)		359			—				873
Ending cash and cash equivalents	$	429		$	(9	)	$	332		$	—		$		752

(e)The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business.

	Supplemental Condensed Consolidating Schedule of Cash FlowsNine Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Cash flow from operations:
Net income (loss)	$	(9	)	$	234		$	87		$	(321	)	$		(9	)
Income (loss) from discontinued operations		—			—			—			—				—
Income (loss) from continuing operations		(9	)		234			87			(321	)			(9	)
Non cash adjustments		(164	)		195			92			321				444
Changes in operating assets and liabilities		(75	)		184			25			—				134
Cash flow from (used in) continuing operations		(248	)		613			204			—				569
Cash flow from (used in) discontinued operations		—			—			—			—				—
Cash flow from (used in) operations		(248	)		613			204			—				569
Investment activities:
Intercompany transactions		555			(386	)		43			(212	)			—
Cash paid for acquired businesses, net of cash acquired		—			(1	)		—			—				(1	)
Cash paid for property and equipment and software		—			(116	)		(44	)		—				(160	)
Other investing activities		—			—			1			—				1
Cash provided by (used in) continuing operations		555			(503	)		—			(212	)			(160	)
Cash provided by (used in) discontinued operations		—			—			—			—				—
Cash provided by (used in) investment activities		555			(503	)		—			(212	)			(160	)
Financing activities:
Intercompany dividends of HE sale proceeds		—			—			—			—				—
Intercompany dividends		—			(106	)		(106	)		212				—
Net repayments of long-term debt		(193	)		(1	)		(52	)		—				(246	)
Premium paid to retire debt		—			—			—			—				—
Other financing activities		(18	)		—			—			—				(18	)
Cash provided by (used in) continuing operations		(211	)		(107	)		(158	)		212				(264	)
Cash provided by (used in) discontinued operations		—			—			—			—				—
Cash provided by (used in) financing activities		(211	)		(107	)		(158	)		212				(264	)
Effect of exchange rate changes on cash		—			—			(2	)		—				(2	)
Increase (decrease) in cash and cash equivalents		96			3			44			—				143
Beginning cash and cash equivalents		220			(3	)		329			—				546
Ending cash and cash equivalents	$	316		$	—		$	373		$	—		$		689

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Interest Rate Swaps (Detail) (Interest Rate Swap, USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Derivative [Line Items]
Notional Amount	$ 600
Interest rate paid	1.15%
Derivative Instrument 1
Derivative [Line Items]
Maturity	2017-02
Notional Amount	400
Interest rate paid	0.69%
Interest rate received (LIBOR)	1 month
Derivative Instrument 1 | Minimum
Derivative [Line Items]
Inception	2012-08
Derivative Instrument 1 | Maximum
Derivative [Line Items]
Inception	2012-09
Derivative Instrument 2
Derivative [Line Items]
Inception	2013-06
Maturity	2019-06
Notional Amount	100
Interest rate paid	1.86%
Interest rate received (LIBOR)	3 months
Derivative Instrument 3
Derivative [Line Items]
Inception	2013-09
Maturity	2019-06
Notional Amount	$ 100
Interest rate paid	2.26%
Interest rate received (LIBOR)	3 months

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Accumulated Other Comprehensive Income (Tables)

9 Months Ended

Sep. 30, 2013

Unrealized Gains Losses on Derivative Instruments

The following table summarizes the unrealized gains (losses) on derivative instruments including the impact of components reclassified into net income from accumulated other comprehensive income for the three and nine months ended September30, 2012 and 2013 (in millions):

	Threemonthsended September30,					Ninemonthsended September30,
Other Comprehensive Income Components	2012		2013			2012			2013				AffectedLineItemintheStatementofComprehensive Income for Components Reclassified from OCI
Unrealized gain (loss) on derivative instruments and other	$	1	$	(3	)	$	1		$	(3	)
Less: gain (loss) on derivatives reclassified into income
Interest rate contracts		2		1			8			5		Interest expense and amortization of deferred financingfees
Forward currency hedges		1		2			3			-		Cost of sales and direct operating
Total reclassified into income		3		3			11			5
Less: income tax benefit (expense)		1		(1	)		(1	)		(2	)
Unrealized gain (loss) on derivative instruments, net of tax	$	5	$	(1	)	$	11		$	-

Component of Accumulated Other Comprehensive Loss, Net of Tax

The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, through September30, 2013 as follows (in millions):

	Gains(Losses)onDerivative Instruments			Currency Translation			Other			Total AccumulatedOtherComprehensiveIncome (loss)
Balance at December31, 2012	$	2		$	(4	)	$	(1	)	$	(3	)
Other comprehensive income before reclassifications		(3	)		10			(6	)		1
Amounts reclassified from accumulated other comprehensive income net of tax		3			—			—			3
Net current-period other comprehensive income		—			10			(6	)		4
Balance at September30, 2013	$	2		$	6		$	(7	)	$	1

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Consolidated Statements of Cash Flows (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Cash flow from operations:
Net income (loss)	$ (9)	$ (135)
Income (loss) from discontinued operations		316
Income (loss) from continuing operations	(9)	(451)
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations:
Depreciation and amortization	477	506
Goodwill impairment charge		385
Deferred income tax provision (benefit)	(106)	(29)
Stock compensation expense	35	29
Amortization of deferred financing costs and debt discount	30	26
Loss on extinguishment of debt	6	51
Other noncash items	2	(1)
Accounts receivable and other current assets	176	157
Accounts payable and accrued expenses	14	(169)
Deferred revenue	(59)	(78)
Cash flow from (used in) continuing operations	566	426
Cash flow from (used in) discontinued operations		(340)
Cash flow from (used in) operations	566	86
Investment activities:
Cash paid for acquired businesses, net of cash acquired	(1)	(10)
Cash paid for property and equipment, and software	(160)	(173)
Other investing activities	1	3
Cash provided by (used in) continuing operations	(160)	(180)
Cash provided by (used in) discontinued operations		1,758
Cash provided by (used in) investment activities	(160)	1,578
Financing activities:
Cash received from borrowings, net of fees	2,173	(17)
Cash used to repay debt	(2,419)	(1,727)
Premium paid to retire debt		(27)
Cash used to purchase treasury stock	(7)	(9)
Other financing activities	(8)	(10)
Cash provided by (used in) continuing operations	(261)	(1,790)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities	(261)	(1,790)
Effect of exchange rate changes on cash	(2)	5
Increase (decrease) in cash and cash equivalents	143	(121)
Beginning cash and cash equivalents	546	873
Ending cash and cash equivalents	689	752
Supplemental information:
Interest paid	223	321
Income taxes paid, net of refunds of $7 million and $13 million, respectively	64	397
SunGard Capital Corp. II
Cash flow from operations:
Net income (loss)	(9)	(135)
Income (loss) from discontinued operations		316
Income (loss) from continuing operations	(9)	(451)
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations:
Depreciation and amortization	477	506
Goodwill impairment charge		385
Deferred income tax provision (benefit)	(106)	(29)
Stock compensation expense	35	29
Amortization of deferred financing costs and debt discount	30	26
Loss on extinguishment of debt	6	51
Other noncash items	2	(1)
Accounts receivable and other current assets	176	157
Accounts payable and accrued expenses	17	(169)
Deferred revenue	(59)	(78)
Cash flow from (used in) continuing operations	569	426
Cash flow from (used in) discontinued operations		(340)
Cash flow from (used in) operations	569	86
Investment activities:
Cash paid for acquired businesses, net of cash acquired	(1)	(10)
Cash paid for property and equipment, and software	(160)	(173)
Other investing activities	1	3
Cash provided by (used in) continuing operations	(160)	(180)
Cash provided by (used in) discontinued operations		1,758
Cash provided by (used in) investment activities	(160)	1,578
Financing activities:
Cash received from borrowings, net of fees	2,173	(17)
Cash used to repay debt	(2,419)	(1,727)
Premium paid to retire debt		(27)
Cash used to purchase treasury stock	(3)	(5)
Other financing activities	(15)	(14)
Cash provided by (used in) continuing operations	(264)	(1,790)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities	(264)	(1,790)
Effect of exchange rate changes on cash	(2)	5
Increase (decrease) in cash and cash equivalents	143	(121)
Beginning cash and cash equivalents	546	873
Ending cash and cash equivalents	689	752
Supplemental information:
Interest paid	223	321
Income taxes paid, net of refunds of $7 million and $13 million, respectively	64	397
SunGard Data Systems Inc.
Cash flow from operations:
Net income (loss)	(9)	(135)
Income (loss) from discontinued operations		316
Income (loss) from continuing operations	(9)	(451)
Reconciliation of income (loss) from continuing operations to cash flow from (used in) operations:
Depreciation and amortization	477	506
Goodwill impairment charge		385
Deferred income tax provision (benefit)	(106)	(30)
Stock compensation expense	35	29
Amortization of deferred financing costs and debt discount	30	26
Loss on extinguishment of debt	6	51
Other noncash items	2	(1)
Accounts receivable and other current assets	176	157
Accounts payable and accrued expenses	17	(168)
Deferred revenue	(59)	(78)
Cash flow from (used in) continuing operations	569	426
Cash flow from (used in) discontinued operations		(340)
Cash flow from (used in) operations	569	86
Investment activities:
Cash paid for acquired businesses, net of cash acquired	(1)	(10)
Cash paid for property and equipment, and software	(160)	(173)
Other investing activities	1	3
Cash provided by (used in) continuing operations	(160)	(180)
Cash provided by (used in) discontinued operations		1,758
Cash provided by (used in) investment activities	(160)	1,578
Financing activities:
Cash received from borrowings, net of fees	2,173	(17)
Cash used to repay debt	(2,419)	(1,727)
Premium paid to retire debt		(27)
Other financing activities	(18)	(19)
Cash provided by (used in) continuing operations	(264)	(1,790)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities	(264)	(1,790)
Effect of exchange rate changes on cash	(2)	5
Increase (decrease) in cash and cash equivalents	143	(121)
Beginning cash and cash equivalents	546	873
Ending cash and cash equivalents	689	752
Supplemental information:
Interest paid	223	321
Income taxes paid, net of refunds of $7 million and $13 million, respectively	$ 64	$ 397

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Basis of Presentation

9 Months Ended

Sep. 30, 2013

Basis of Presentation

1. Basis of Presentation:

SunGard Data Systems Inc. (“SunGard”) was acquired on August11, 2005 (the “LBO”) in a leveraged buy-out by a consortium of private equity investment funds associated with Bain Capital Partners, The Blackstone Group, Goldman Sachs& Co., Kohlberg Kravis Roberts& Co., Providence Equity Partners, Silver Lake and TPG (collectively, the “Sponsors”).

SunGard is a wholly owned subsidiary of SunGard Holdco LLC, which is wholly owned by SunGard Holding Corp., which is wholly owned by SunGard Capital Corp. II (“SCCII”), which is a subsidiary of SunGard Capital Corp. (“SCC”). All four of these companies were formed for the purpose of facilitating the LBO and are collectively referred to as the “Holding Companies.” SCC, SCCII and SunGard are separate reporting companies and, together with their direct and indirect subsidiaries, are collectively referred to as the “Company.” The Holding Companies have no other operations beyond those of their ownership of SunGard.

SunGard is one of the world’s leading software and technology services companies and has three segments: Financial Systems (“FS”), Availability Services (“AS”) and Public Sector& Education (“PS&E”), which is comprised of the Company’s Public Sector business and K-12 Education business. 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 December31, 2012. Interim financial reporting does not include all of the information and footnotes required by GAAP for annual financial statements. The interim financial information is unaudited, but, in the opinion of management, includes all adjustments, consisting only of normal recurring adjustments necessary to provide a fair statement of results for the interim periods presented. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the year ending December31, 2013.

As discussed in Note 2 and Note 13, the presentation of certain prior-year amounts has been revised to conform to the current-year presentation.

Recent Accounting Pronouncements

In July 2013, the FASB issued guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance is a change in financial statement presentation only and has no material impact in the consolidated financial results. The guidance is effective beginning January 1, 2014 on either a prospective or retrospective basis.

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Intangible Assets and Goodwill

9 Months Ended

Sep. 30, 2013

Intangible Assets and Goodwill

4. Intangible Assets and Goodwill:

Trade Name

The trade name intangible asset represents the fair value of the SunGard trade name and is an indefinite-lived asset not subject to amortization. The Company performed its annual impairment test of the SunGard trade name in the third quarter of 2013.Based on the results of this test, the fair value of the trade name exceeded its carrying value, resulting in no impairment of the trade name, but the excess of fair value over the carrying value was 6%. The sale of the HE business in January 2012 significantly decreased the estimated fair value of the Company’s trade name. As compared to the July 1, 2012 test, projected future revenues have declined and the discount rate has increased. In addition to future revenue projections, a critical assumption considered in the impairment test of the trade name is the implied royalty rate. A 50 basis point decrease in the assumed royalty rate would have resulted in an impairment of the trade name asset of approximately $156 million (100 basis point decrease would result in an impairment of approximately $372 million). A 100 basis point increase in the discount rate would result in an impairment of the trade name asset of approximately $51 million. Furthermore, to the extent that additional businesses are divested in the future, the revenue supporting the trade name will decline, which may result in impairment charges.

Goodwill

GAAP requires the Company to perform a goodwill impairment test annually and more frequently when negative conditions or triggering events arise.The Company completes its annual goodwill impairment test as of July 1 for each of its 11 reporting units. In September 2011, the FASB issued amended guidance that simplified how entities test goodwill for impairment. After an assessment of certain qualitative factors (referred to as “step-zero”), if it is determined to be more likely than not that the fair value of a reporting unit is less than its carrying amount, entities must perform the quantitative analysis of the goodwill impairment test. Otherwise, the quantitative test(s) become optional. As allowed under the amended guidance, the Company chose to assess the qualitative factors of five of its reporting units and determined, for each of those five reporting units, a step one test was not required. The five reporting units selected for a step-zero analysis each had a fair value of goodwill in excess of 25% of its respective carrying value as of the July 1, 2012 step-one test. The Company performed a step-one test for the remaining six reporting units.

In step one, the estimated fair value of each reporting unit is compared to its carrying value. The Company estimated the fair values of each reporting unit by a combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) a comparative analysis of revenue and EBITDA multiples of public companies in similar markets (the market approach). An equal weighting of the income approach and the market approach was used in the July 1, 2013 test.If there is a deficiency (the estimated fair value of a reporting unit is less than its carrying value), a step-two test is required. In step two, the amount of any goodwill impairment is measured by comparing the implied fair value of the reporting unit’s goodwill to the carrying value of goodwill, with the resulting impairment reflected in operations. The implied fair value is determined in the same manner as the amount of goodwill recognized in a business combination.

Estimating the fair value of a reporting unit requires various assumptions including projections of future cash flows, perpetual growth rates and discount rates. The assumptions about future cash flows and growth rates are based on management’s assessment of a number of factors including the reporting unit’s recent performance against budget, performance in the market that the reporting unit serves, as well as industry and general economic data from third party sources. Discount rate assumptions reflect an assessment of the risk inherent in those future cash flows. Changes to the underlying businesses could affect the future cash flows, which in turn could affect the fair value of the reporting unit. For the July 1, 2013 impairment test, the discount rates used were between 9% and 13.5% and the perpetual growth rates used were between 1.5% and 4%. Based on the results of the step-one tests, the Company determined that the fair values of each of the reporting units tested exceeded the respective carrying value and a step-two test was not required.

The Company determined that the excess of the estimated fair value over the carrying value of one of its reporting units was 9% of the carrying value as of the July 1, 2013 impairment test. This reporting unit’s goodwill balance at July 1, 2013 was $527 million.As mentioned above, the Company uses a combination of the income approach and the market approach to determine the fair value of each reporting unit. Under the income approach, which is subject to variability based on the discount and perpetual growth rate assumptions used, a 50 basis point decrease in the perpetual growth rate or a 50 basis point increase in the discount rate would not cause this reporting unit to fail the step-one test. A one hundred basis point decrease in the perpetual growth rate or a one hundred basis point increase in the discount rate would cause this reporting unit to fail the step-one test and require a step-two analysis, and some or all of this goodwill could be impaired. Furthermore, if this unit fails to achieve expected performance levels in the next twelve months or experiences a downturn in the business, goodwill could be impaired. The other five reporting units for which the Company performed a step one test each had estimated fair values that exceeded the respective carrying value of the reporting unit by at least 25% as of the July 1, 2013 impairment test.

The following table summarizes changes in goodwill by segment (in millions):

	Cost												Accumulated Impairment
	FS			AS			PS&E		Subtotal			AS				PS&E			Subtotal				Total
Balance at December31, 2012	$	3,516		$	2,243		$	544	$	6,303		$		(1,547	)	$	(217	)	$	(1,764	)	$		4,539
Effect of foreign currency translation		9			(2	)		—		7				—			—			—				7
Other		(1	)		—			—		(1	)			—			—			—				(1	)
Balance at September 30, 2013	$	3,524		$	2,241		$	544	$	6,309		$		(1,547	)	$	(217	)	$	(1,764	)	$		4,545

Intangible Asset amortization

Based on amounts recorded at September 30, 2013, total expected amortization of all acquisition-related intangible assets in each of the years ended December31 follows (in millions):

2013	$	341
2014		290
2015		235
2016		215
2017		207

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Expense Classification

9 Months Ended

Sep. 30, 2013

Expense Classification

2. Expense Classification:

During a review of spending by functional area, the Company identified a misclassification of certain expenses in 2010, 2011 and 2012. The misclassification stems from the treatment of certain offshore resources by functional area. It resulted in an understatement of product development and maintenance expense with an offsetting overstatement within cost of sales and direct operating expense and sales, marketing and administration expense. There was no impact on total reported expenses for any period and therefore no impact on operating or net income.

The impact within the functional expense areas is as follows for the three and nine months ended September 30, 2012:

		Three months ended September 30, 2012
		As reported		As revised
Cost of sales and direct operating	$	430	$	430
Sales, marketing and administration		245		237
Product development and maintenance		90		98
Total functional expenses	$	765	$	765

		Nine months ended September 30, 2012
		As reported		As revised
Cost of sales and direct operating	$	1,321	$	1,316
Sales, marketing and administration		768		751
Product development and maintenance		273		295
Total functional expenses	$	2,362	$	2,362

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Debt (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Debt Instrument [Line Items]
Total debt	$ 6,448	$ 6,662
Short-term borrowings and current portion of long-term debt	(342)	(63)
Long-term debt	6,106	6,599
Senior Secured Credit Facility
Debt Instrument [Line Items]
Debt agreement, outstanding amount	3,387	3,554
Senior Secured Credit Facility | Revolving Credit Facility
Debt Instrument [Line Items]
Debt agreement, outstanding amount
Senior Secured Credit Facility | Tranche A
Debt Instrument [Line Items]
Debt agreement, outstanding amount	57	207
Senior Secured Credit Facility | Tranche B
Debt Instrument [Line Items]
Debt agreement, outstanding amount		1,719
Senior Secured Credit Facility | Tranche C
Debt Instrument [Line Items]
Debt agreement, outstanding amount	427	908
Senior Secured Credit Facility | Tranche D
Debt Instrument [Line Items]
Debt agreement, outstanding amount	714	720
Senior Secured Credit Facility | Tranche E
Debt Instrument [Line Items]
Debt agreement, outstanding amount	2,189
Senior Secured Notes 4.875% due 2014
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes	249	246
Senior Notes 7.375% due 2018
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes	900	900
Senior Notes 7.625% due 2020
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes	700	700
Senior Subordinated Notes 6.625% due 2019
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes	1,000	1,000
Accounts Receivable Facilities
Debt Instrument [Line Items]
Debt agreement, outstanding amount	200	250
Debt and Capital Lease Obligations, Other
Debt Instrument [Line Items]
Other, primarily foreign bank debt and capital lease obligations	$ 12	$ 12

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Equity (Tables)

9 Months Ended

Sep. 30, 2013

Rollforward of SCC's Equity

A rollforward of SCC’s equity for 2013 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December31, 2012	$	45		$	5		$	(961	)	$	(911	)	$	26		$	1,575		$	1,601
Net income (loss)		—			—			(130	)		(130	)		2			119			121
Foreign currency translation		—			—			10			10			—			—			—
Net unrealized gain on derivative instruments		—			—			—			—			—			—			—
Other		—			—			(6	)		(6	)		—			—			—
Comprehensive income (loss)		—			—			(126	)		(126	)		2			119			121
Stock compensation expense		—			—			35			35			—			—			—
Termination of put options due to employee terminations and other		(8	)		(1	)		11			2			(4	)		2			(2	)
Purchase of treasury stock		—			—			(4	)		(4	)		—			(3	)		(3	)
Transfer intrinsic value of vested restricted stockunits		15			—			(25	)		(10	)		10			—			10
Other		—			—			(8	)		(8	)		—			—			—
Balance at September30, 2013	$	52		$	4		$	(1,078	)	$	(1,022	)	$	34		$	1,693		$	1,727

A rollforward of SCC’s equity for 2012 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December31, 2011	$	47		$	6		$	(663	)	$	(610	)	$	28		$	2,038		$	2,066
Net income (loss)		—			—			(321	)		(321	)		—			186			186
Foreign currency translation		—			—			16			16			—			—			—
Net unrealized gain on derivative instruments		—			—			11			11			—			—			—
Comprehensive income (loss)		—			—			(294	)		(294	)		—			186			186
Stock compensation expense		—			—			29			29			—			—			—
Termination of put options due to employee terminations and other		(16	)		(2	)		20			2			(8	)		5			(3	)
Issuance of common and preferred stock		—			—			1			1			—			—			—
Purchase of treasury stock		—			—			(7	)		(7	)		—			(2	)		(2	)
Transfer intrinsic value of vested restricted stockunits		15			1			(25	)		(9	)		9			—			9
Other		—			—			(10	)		(10	)		—			—			—
Balance at September30, 2012	$	46		$	5		$	(949	)	$	(898	)	$	29		$	2,227		$	2,256

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Basis of Presentation - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2013 Segment
Basis Of Presentation [Line Items]
Number of reportable segments	3

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Future Amortization of Acquired Intangible Assets (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013
Schedule Of Estimated Future Amortization Expense [Line Items]
2013	$ 341
2014	290
2015	235
2016	215
2017	$ 207

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Related Party Transactions - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended			3 Months Ended			9 Months Ended
	Sep. 30, 2013 Management Fees Selling, General and Administrative Expenses	Sep. 30, 2012 Management Fees Selling, General and Administrative Expenses	Sep. 30, 2013 Management Fees Selling, General and Administrative Expenses	Sep. 30, 2012 Management Fees Selling, General and Administrative Expenses	Dec. 31, 2012 Management Fees Selling, General and Administrative Expenses	Mar. 31, 2012 Management Fees Segment, Discontinued Operations SunGard's HE Business	Sep. 30, 2013 Customary fees and expenses Amended And Restated Credit Agreement	Sep. 30, 2012 Customary fees and expenses Amended And Restated Credit Agreement	Sep. 30, 2013 Customary fees and expenses Amended And Restated Credit Agreement	Sep. 30, 2012 Customary fees and expenses Amended And Restated Credit Agreement
Related Party Transaction [Line Items]
Related party transactions, expenses	$ 3.0	$ 3.0	$ 8.0	$ 9.0		$ 17.8	$ 0	$ 0	$ 1.0	$ 1.0
Related party transactions, accrued expenses	$ 3		$ 3		$ 4

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Operating Results for Each Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012	Sep. 30, 2013		Sep. 30, 2012
Selected Financial Information [Line Items]
Revenue	$ 1,028		$ 1,035	$ 3,051		$ 3,131
Adjusted EBITDA	318		305	875		872
Adjusted EBITDA margin	30.90%		29.50%	28.70%		27.90%
Year to year revenue change	(1.00%)			(3.00%)
Year to year Adjusted EBITDA change	4.00%
Financial Systems
Selected Financial Information [Line Items]
Revenue	635	[1]	640	1,867	[1]	1,928
Adjusted EBITDA	194	[1]	170	502	[1],[2]	474
Adjusted EBITDA margin	30.50%		26.60%	26.90%		24.60%
Year to year revenue change	(1.00%)			(3.00%)
Year to year Adjusted EBITDA change	14.00%			6.00%
Availability Services
Selected Financial Information [Line Items]
Revenue	340		346	1,029		1,052
Adjusted EBITDA	108		120	325		351
Adjusted EBITDA margin	31.60%		34.80%	31.50%		33.40%
Year to year revenue change	(2.00%)			(2.00%)
Year to year Adjusted EBITDA change	(11.00%)			(7.00%)
Public Sector and Education
Selected Financial Information [Line Items]
Revenue	53		49	155		151
Adjusted EBITDA	$ 16		$ 15	$ 48		$ 47
Adjusted EBITDA margin	31.40%		30.40%	31.20%		31.00%
Year to year revenue change	6.00%			2.00%
Year to year Adjusted EBITDA change	10.00%			3.00%

[1] SunGard received approximately $12 million in proceeds relating to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a Financial Systems customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which has now been recognized, and a termination charge related to the customer contract.

[2]   During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations. In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $9 million for the nine month period ended September 30, 2013. The impact of this change is expected to be negligible for the full year.

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Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents—money market funds	$ 330	$ 227
Interest rate swap agreements and other	2
Currency forward contracts		4
Total	332	231
Liabilities
Interest rate swap agreements and other		4
Fair Value Measures Using Level 1
Assets
Cash and cash equivalents—money market funds	330	227
Total	330	227
Fair Value Measures Using Level 2
Assets
Interest rate swap agreements and other	2
Currency forward contracts		4
Total	2	4
Liabilities
Interest rate swap agreements and other		4
Fair Value Measures Using Level 3
Assets
Cash and cash equivalents—money market funds
Interest rate swap agreements and other
Currency forward contracts
Total
Liabilities
Interest rate swap agreements and other

XML

Consolidated Balance Sheets (Parenthetical) (USD $) In Millions, except Share data, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Trade receivables, allowance for doubtful accounts	$ 25	$ 30
Property and equipment, accumulated depreciation	1,683	1,509
Software products, accumulated amortization	1,782	1,649
Customer base, accumulated amortization	1,640	1,481
Other intangible assets, accumulated amortization	24	27
Class L common stock, convertible
Common stock, par value	$ 0.001	$ 0.001
Common stock, cumulative liquidation preference percentage	13.50%	13.50%
Common stock, aggregate liquidation preference	6,813	6,154
Common stock, shares authorized	50,000,000	50,000,000
Common stock, shares issued	29,062,421	29,027,610
Treasury stock, shares	517,371	541,886
Class A common stock
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	550,000,000	550,000,000
Common stock, shares issued	261,565,118	261,251,822
Treasury stock, shares	4,659,649	4,880,305
SunGard Capital Corp. II
Trade receivables, allowance for doubtful accounts	25	30
Property and equipment, accumulated depreciation	1,683	1,509
Software products, accumulated amortization	1,782	1,649
Customer base, accumulated amortization	1,640	1,481
Other intangible assets, accumulated amortization	24	27
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,000	1,000
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100
Treasury stock, shares	179,089	187,576
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, cumulative liquidation preference percentage	11.50%	11.50%
Preferred stock, aggregate liquidation preference	1,703	1,581
Preferred stock, shares authorized	14,999,000	14,999,000
Preferred stock, shares issued	10,060,069	10,048,018
SunGard Data Systems Inc.
Trade receivables, allowance for doubtful accounts	25	30
Property and equipment, accumulated depreciation	1,683	1,509
Software products, accumulated amortization	1,782	1,649
Customer base, accumulated amortization	1,640	1,481
Other intangible assets, accumulated amortization	$ 24	$ 27
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	100	100
Common stock, shares issued	100	100
Common stock, shares outstanding	100	100

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Fair Value Measurements

9 Months Ended

Sep. 30, 2013

Fair Value Measurements

7. Fair Value Measurements:

The following table summarizes assets and liabilities measured at fair value on a recurring basis at September30, 2013 (in millions):

	FairValueMeasuresUsing
	Level1		Level2			Level3			Total
Assets
Cash and cash equivalents—money market funds	$	330	$	—	$		—	$		330
Interest rate swap agreements and other		—		2			—			2
Total	$	330		2			—			332

The following table summarizes assets and liabilities measured at fair value on a recurring basis at December31, 2012 (in millions):

	Fair Value Measures Using
	Level1		Level2		Level3		Total
Assets
Cash and cash equivalents—money market funds	$	227	$	—	$	—	$	227
Currency forward contracts		—		4		—		4
Total	$	227	$	4	$	—	$	231
Liabilities
Interest rate swap agreements and other	$	—	$	4	$	—	$	4

A Level 1 fair value measure is based upon quoted prices in active markets for identical assets or liabilities. A Level 2 fair value measure is based upon quoted prices for similar assets and liabilities in active markets or inputs that are observable. A Level 3 fair value measure is based upon inputs that are unobservable (for example, cash flow modeling inputs based on assumptions).

Cash and cash equivalents—money market funds are recognized and measured at fair value in the Company’s financial statements. Fair values of the interest rate swap agreements are calculated using a discounted cash flow model using observable applicable market swap rates and assumptions and are compared to market valuations obtained from brokers.

The Company uses currency forward contracts to manage its exposure to fluctuations in costs caused by variations in Indian Rupee and British PoundSterling exchange rates. These forward contracts are designated as cash flow hedges. The fair value of these currency forward contracts is determined using currency exchange market rates, obtained from independent, third party banks, at the balance sheet date. This fair value of forward contracts is subject to changes in currency exchange rates. The Company has no ineffectiveness related to its use of currency forward contracts.

The following table presents the carrying amount and estimated fair value of the Company’s debt, including the current portion and excluding the interest rate swaps, as of December31, 2012 and September30, 2013 (in millions):

	December31, 2012					September30, 2013
	Carrying Value		Fair Value		Carrying Value			Fair Value
Floating rate debt	$	3,803	$	3,826	$		3,587	$	3,601
Fixed rate debt		2,859		3,023			2,861		2,976

The fair values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, to the extent the underlying liability will be settled in cash, approximate carrying values because of the short-term nature of these instruments. The derivative financial instruments are carried at fair value. The fair value of the Company’s floating rate and fixed rate long-term debt (Level 2) is determined using actual market quotes and benchmark yields received from independent vendors.

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Consolidated Statements of Comprehensive Income (Parenthetical) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013
Income attributable to the noncontrolling interest, temporary equity	$ 1	$ 2

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Supplemental Condensed Consolidating Schedule of Comprehensive Income (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Condensed Financial Statements Captions [Line Items]
Total revenue	$ 1,028		$ 1,035		$ 3,051		$ 3,131
Costs and expenses:
Depreciation	73	[1]	70	[1]	222	[1]	211	[1]
Amortization of acquisition-related intangible assets	82		94		255		295
Goodwill impairment charge			385				385
Total costs and expenses	906		1,314		2,762		3,253
Operating income (loss)	122		(279)		289		(122)
Benefit from (provision for) income taxes	(3)		13		10		44
Income (loss) from continuing operations	23		(367)		(9)		(451)
Income (loss) from discontinued operations, net of tax			5				316
Net income (loss)	23		(362)		(9)		(135)
Comprehensive income (loss)	26		(394)		(126)		(294)
Parent
Costs and expenses:
Total functional expenses	25		20		74		69
Depreciation	1				1
Amortization of acquisition-related intangible assets			1				1
Goodwill impairment charge
Total costs and expenses	26		21		75		70
Operating income (loss)	(26)		(21)		(75)		(70)
Net interest income (expense)	(91)		(94)		(283)		(303)
Equity in earnings of unconsolidated subsidiaries	99		(287)	[2]	234		(83)	[3]
Other income (expense)	(1)				(6)		(51)
Income (loss) from continuing operations before income taxes	(19)		(402)		(130)		(507)
Benefit from (provision for) income taxes	42		40		121		147
Income (loss) from continuing operations	23		(362)		(9)		(360)
Income (loss) from discontinued operations, net of tax							225
Net income (loss)	23		(362)		(9)		(135)
Comprehensive income (loss)	75		(330)		(5)		(108)
Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
Total revenue	712		725		2,112		2,170
Costs and expenses:
Total functional expenses	498		506		1,518		1,562
Depreciation	50		48		150		144
Amortization of acquisition-related intangible assets	67		76		208		245
Goodwill impairment charge			385				385
Total costs and expenses	615		1,015		1,876		2,336
Operating income (loss)	97		(290)		236		(166)
Net interest income (expense)	1
Equity in earnings of unconsolidated subsidiaries	32		25	[2]	87		65	[3]
Other income (expense)
Income (loss) from continuing operations before income taxes	130		(265)		323		(101)
Benefit from (provision for) income taxes	(31)		(18)		(89)		(68)
Income (loss) from continuing operations	99		(283)		234		(169)
Income (loss) from discontinued operations, net of tax			(4)				86
Net income (loss)	99		(287)		234		(83)
Comprehensive income (loss)	144		(265)		232		(65)
Non-Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
Total revenue	402		394		1,201		1,218
Costs and expenses:
Total functional expenses	314		323		955		988
Depreciation	22		22		71		67
Amortization of acquisition-related intangible assets	15		17		47		49
Goodwill impairment charge
Total costs and expenses	351		362		1,073		1,104
Operating income (loss)	51		32		128		114
Net interest income (expense)	(5)		(7)		(18)		(21)
Equity in earnings of unconsolidated subsidiaries				[2]				[3]
Other income (expense)					(1)		2
Income (loss) from continuing operations before income taxes	46		25		109		95
Benefit from (provision for) income taxes	(14)		(9)		(22)		(35)
Income (loss) from continuing operations	32		16		87		60
Income (loss) from discontinued operations, net of tax			9				5
Net income (loss)	32		25		87		65
Comprehensive income (loss)	77		45		91		80
Eliminations
Condensed Financial Statements Captions [Line Items]
Total revenue	(86)		(84)		(262)		(257)
Costs and expenses:
Total functional expenses	(86)		(84)		(262)		(257)
Goodwill impairment charge
Total costs and expenses	(86)		(84)		(262)		(257)
Equity in earnings of unconsolidated subsidiaries	(131)		262	[2]	(321)		18	[3]
Other income (expense)
Income (loss) from continuing operations before income taxes	(131)		262		(321)		18
Income (loss) from continuing operations	(131)		262		(321)		18
Income (loss) from discontinued operations, net of tax
Net income (loss)	(131)		262		(321)		18
Comprehensive income (loss)	(221)		220		(323)		(15)
SunGard Data Systems Inc.
Condensed Financial Statements Captions [Line Items]
Total revenue	1,028		1,035		3,051		3,131
Costs and expenses:
Total functional expenses	751		765		2,285		2,362
Depreciation	73		70		222		211
Amortization of acquisition-related intangible assets	82		94		255		295
Goodwill impairment charge			385				385
Total costs and expenses	906		1,314		2,762		3,253
Operating income (loss)	122		(279)		289		(122)
Net interest income (expense)	(95)		(101)		(301)		(324)
Equity in earnings of unconsolidated subsidiaries				[2]				[3]
Other income (expense)	(1)				(7)		(49)
Income (loss) from continuing operations before income taxes	26		(380)		(19)		(495)
Benefit from (provision for) income taxes	(3)		13		10		44
Income (loss) from continuing operations	23		(367)		(9)		(451)
Income (loss) from discontinued operations, net of tax			5				316
Net income (loss)	23		(362)		(9)		(135)
Comprehensive income (loss)	$ 75		$ (330)		$ (5)		$ (108)

[1] Includes amortization of capitalized software.

[2] The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the three months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

[3] The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the nine months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

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Consolidated Balance Sheets (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Current:
Cash and cash equivalents	$ 689	$ 546
Trade receivables, less allowance for doubtful accounts of $30 and $25	593	781
Earned but unbilled receivables	122	119
Prepaid expenses and other current assets	228	230
Total current assets	1,632	1,676
Property and equipment, less accumulated depreciation of $1,509 and $1,683	812	874
Software products, less accumulated amortization of $1,649 and $1,782	326	411
Customer base, less accumulated amortization of $1,481 and $1,640	1,205	1,367
Other intangible assets, less accumulated amortization of $27 and $24	125	132
Trade name	1,019	1,019
Goodwill	4,545	4,539
Total Assets	9,664	10,018
Current:
Short-term and current portion of long-term debt	342	63
Accounts payable	34	32
Accrued compensation and benefits	253	297
Accrued interest expense	89	41
Other accrued expenses	212	238
Deferred revenue	773	836
Total current liabilities	1,703	1,507
Long-term debt	6,106	6,599
Deferred and other income taxes	1,032	1,127
Other long-term liabilities	118	95
Total liabilities	8,959	9,328
Commitments and contingencies
Noncontrolling interest in preferred stock of SCCII subject to a put option	34	26
Stockholders’ equity:
Capital in excess of par value	2,488	2,483
Treasury stock Value	(46)	(50)
Accumulated deficit	(3,521)	(3,391)
Accumulated other comprehensive income (loss)	1	(3)
Total stockholder's equity	(1,078)	(961)
Noncontrolling interest in preferred stock of SCCII	1,693	1,575
Total equity	615	614
Total Liabilities and Equity	9,664	10,018
Class L common stock, convertible
Current:
Stock subject to a put option	52	45
Stockholders’ equity:
Common stock, value
Class A common stock
Current:
Stock subject to a put option	4	5
Stockholders’ equity:
Common stock, value
SunGard Capital Corp. II
Current:
Cash and cash equivalents	689	546
Trade receivables, less allowance for doubtful accounts of $30 and $25	593	781
Earned but unbilled receivables	122	119
Prepaid expenses and other current assets	228	230
Total current assets	1,632	1,676
Property and equipment, less accumulated depreciation of $1,509 and $1,683	812	874
Software products, less accumulated amortization of $1,649 and $1,782	326	411
Customer base, less accumulated amortization of $1,481 and $1,640	1,205	1,367
Other intangible assets, less accumulated amortization of $27 and $24	125	132
Trade name	1,019	1,019
Goodwill	4,545	4,539
Total Assets	9,664	10,018
Current:
Short-term and current portion of long-term debt	342	63
Accounts payable	34	32
Accrued compensation and benefits	253	297
Accrued interest expense	89	41
Other accrued expenses	211	235
Deferred revenue	773	836
Total current liabilities	1,702	1,504
Long-term debt	6,106	6,599
Deferred and other income taxes	1,032	1,127
Other long-term liabilities	100	76
Total liabilities	8,940	9,306
Commitments and contingencies
Stockholders’ equity:
Preferred stock, par value $.001 per share; cumulative 11.5% per annum, compounded quarterly; aggregate liquidation preference of $1,581 million and $0 million; 14,999,000 shares authorized, 10,048,018 and 0 issued
Common stock, value
Capital in excess of par value	3,501	3,492
Treasury stock Value	(28)	(30)
Accumulated deficit	(2,780)	(2,771)
Accumulated other comprehensive income (loss)	1	(3)
Total stockholder's equity	694	688
Total Liabilities and Equity	9,664	10,018
SunGard Capital Corp. II | Preferred Stock
Current:
Stock subject to a put option	30	24
SunGard Data Systems Inc.
Current:
Cash and cash equivalents	689	546
Trade receivables, less allowance for doubtful accounts of $30 and $25	593	781
Earned but unbilled receivables	122	119
Prepaid expenses and other current assets	228	230
Total current assets	1,632	1,676
Property and equipment, less accumulated depreciation of $1,509 and $1,683	812	874
Software products, less accumulated amortization of $1,649 and $1,782	326	411
Customer base, less accumulated amortization of $1,481 and $1,640	1,205	1,367
Other intangible assets, less accumulated amortization of $27 and $24	125	132
Trade name	1,019	1,019
Goodwill	4,545	4,539
Total Assets	9,664	10,018
Current:
Short-term and current portion of long-term debt	342	63
Accounts payable	34	32
Accrued compensation and benefits	253	297
Accrued interest expense	89	41
Other accrued expenses	214	238
Deferred revenue	773	836
Total current liabilities	1,705	1,507
Long-term debt	6,106	6,599
Deferred and other income taxes	1,025	1,120
Other long-term liabilities	100	76
Total liabilities	8,936	9,302
Commitments and contingencies
Stockholders’ equity:
Common stock, value
Capital in excess of par value	3,507	3,490
Accumulated deficit	(2,780)	(2,771)
Accumulated other comprehensive income (loss)	1	(3)
Total stockholder's equity	728	716
Total Liabilities and Equity	$ 9,664	$ 10,018

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Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Segment Reporting Information [Line Items]
Adjusted EBITDA (sum of segments)	$ 318		$ 305		$ 875		$ 872
Corporate	(12)		(10)		(36)		(35)
Depreciation	(73)	[1]	(70)	[1]	(222)	[1]	(211)	[1]
Amortization of acquisition-related intangible assets	(82)		(94)		(255)		(295)
Goodwill impairment charge			(385)				(385)
Severance and facility closure costs	(9)		(13)		(15)		(22)
Stock compensation expense	(12)		(9)		(35)		(29)
Management fees	(3)		(3)		(8)		(9)
Other costs (included in operating income)	(5)				(15)		(8)
Interest expense, net	(95)		(101)		(301)		(324)
Loss on extinguishment of debt	(1)				(6)		(51)
Income (loss) from continuing operations before income taxes	26		(380)		(19)		(495)
Other income (expense)					$ (1)		$ 2

[1] Includes amortization of capitalized software.

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Segment Information (Tables)

9 Months Ended

Sep. 30, 2013

Operating Results

The operating results for the three months ended September30, 2013 and 2012 for each segment follow (in millions):

Three Months Ended September30, 2013	FS						AS					PS&E				Sum of segments
Revenue	$	635	(1	)		$		340			$		53		$		1,028
Adjusted EBITDA		194	(1	)				108					16				318
Adjusted EBITDA margin		30.5			%			31.6		%			31.4	%			30.9		%
Year to year revenue change		(1	)%					(2	)%				6	%			(1	)%
Year to year Adjusted EBITDA change		14			%			(11	)%				10	%			4		%

Three Months Ended September30, 2012	FS			AS			PS&E				Sum of segments
Revenue	$	640		$	346		$	49		$		1,035
Adjusted EBITDA		170			120			15				305
Adjusted EBITDA margin		26.6	%		34.8	%		30.4	%			29.5	%

The operating results for the nine months ended September30, 2013 and 2012 for each segment follow (in millions):

Nine Months Ended September30, 2013	FS					AS				PS&E			Sum of segments
Revenue	$	1,867	(1	)		$	1,029			$	155		$	3,051
Adjusted EBITDA		502	(1)(2)				325				48			875
Adjusted EBITDA margin		26.9			%		31.5		%		31.2	%		28.7		%
Year to year revenue change		(3	)%				(2	)%			2	%		(3	)%
Year to year Adjusted EBITDA change		6			%		(7	)%			3	%		—		%

NineMonthsEndedSeptember30, 2012	FS			AS			PS&E			Sum of Segments
Revenue	$	1,928		$	1,052		$	151		$	3,131
Adjusted EBITDA		474			351			47			872
Adjusted EBITDA margin		24.6	%		33.4	%		31.0	%		27.9	%

Reconciliation of Adjusted EBITDA to Income Loss from Continuing Operations before Income Taxes

Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes:

	ThreeMonthsEnded
	September30,2012			September30,2013
Adjusted EBITDA (sum of segments)	$	305		$	318
Corporate		(10	)		(12	)
Depreciation (3)		(70	)		(73	)
Amortization of acquisition-related intangible assets		(94	)		(82	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(13	)		(9	)
Stock compensation expense		(9	)		(12	)
Management fees		(3	)		(3	)
Other costs (included in operating income)		—			(5	)
Interest expense, net		(101	)		(95	)
Loss on extinguishment of debt		—			(1	)
Income (loss) from continuing operations before income tax	$	(380	)	$	26

Reconciliation of Adjusted EBITDA to income (loss) from continuing operations before income taxes:

	NineMonthsEnded
	September30,2012			September30,2013
Adjusted EBITDA (sum of segments)	$	872		$	875
Corporate		(35	)		(36	)
Depreciation (3)		(211	)		(222	)
Amortization of acquisition-related intangible assets		(295	)		(255	)
Goodwill impairment charge		(385	)		—
Severance and facility closure costs		(22	)		(15	)
Stock compensation expense		(29	)		(35	)
Management fees		(9	)		(8	)
Other costs (included in operating income)		(8	)		(15	)
Interest expense, net		(324	)		(301	)
Loss on extinguishment of debt		(51	)		(6	)
Other income (expense)		2			(1	)
Income (loss) from continuing operations before income tax	$	(495	)	$	(19	)

Depreciation and Amortization and Capital Expenditures by Segment

Depreciation and amortization and capital expenditures by segment follow (in millions):

ThreeMonthsEndedSeptember30, 2013	FS		AS			PS&E			Sumof segments			Corporate			Total
Capital expenditures	$	23	$	34	$		2	$		59	$		—	$		59
Depreciation(3)		22		49			2			73			—			73
Amortization of acquisition-related intangible assets		40		38			3			81			1			82

ThreeMonthsEndedSeptember30, 2012	FS		AS			PS&E			Sumof segments			Corporate			Total
Capital expenditures	$	19	$	36	$		2	$		57	$		1	$		58
Depreciation(3)		22		46			1			69			1			70
Amortization of acquisition-related intangible assets		49		40			5			94			—			94

Depreciation and amortization and capital expenditures by segment follow (in millions):

NineMonthsEndedSeptember30, 2013	FS		AS		PS&E		Sumof segments		Corporate		Total
Capital expenditures	$	64	$	89	$	6	$	159	$	1	$	160
Depreciation(3)		67		149		5		221		1		222
Amortization of acquisition-related intangible assets		128		115		11		254		1		255

NineMonthsEndedSeptember30, 2012	FS		AS			PS&E			Sumof segments			Corporate			Total
Capital expenditures	$	62	$	104	$		6	$		172	$		1	$		173
Depreciation(3)		63		142			5			210			1			211
Amortization of acquisition-related intangible assets		155		126			14			295			—			295

(1)  SunGard received approximately$12million in proceeds relating to a bankruptcy claim assigned and sold to a third party in the third quarter of 2013. The claim related to a Financial Systems customer that filed for Chapter 11 bankruptcy in January 2013. The amount of the claim represented previously reserved revenue, which has now been recognized, and a termination charge related to the customer contract.

(2)During the second quarter of 2013, the Company completed a review of its accounting practices related to vacation pay obligations.  In countries where the vacation policy stipulated that vacation days earned in the current year must be used in that same year, the Company adjusted its quarterly estimate of accrued vacation costs to better match expense recognition with amounts payable to employees when leaving the Company. The impact of the change in estimate was an aggregate decrease to costs and expenses of $9 million for the nine month period ended September30, 2013. The impact of this change is expected to be negligible for the full year.

(3)Includes amortization of capitalized software.

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Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2013

Results For Discontinued Operations

The results for the discontinued operations for the three and nine months endedSeptember 30, 2012 and 2013 were as follows (in millions):

	ThreeMonthsEndedSeptember 30,						NineMonthsEndedSeptember 30,
	2012			2013		2012				2013
Revenue	$	5		$	—	$		55		$	—
Operating income (loss)		(1	)		—			(4	)		—
Gain on sale of business		8			—			571			—
Income (loss) before income taxes		7			—			567			—
Benefit from (provision for) income taxes		(2	)		—			(251	)		—
Income (loss) from discontinued operations	$	5		$	—	$		316		$	—

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Debt and Derivatives - Additional Information (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended	9 Months Ended						1 Months Ended		1 Months Ended					1 Months Ended			3 Months Ended
	Sep. 30, 2013	Sep. 30, 2013	Sep. 30, 2012	Dec. 31, 2012 Interest Rate Swap Other Accrued Expenses	Sep. 30, 2013 Interest Rate Swap Other Intangible Assets	Sep. 30, 2013 One Month Libor	Sep. 30, 2013 Three Month Libor	Mar. 31, 2013 Amended And Restated Credit Agreement	Sep. 30, 2013 Amended And Restated Credit Agreement	Mar. 31, 2013 Amended And Restated Credit Agreement Tranche E	Mar. 31, 2013 Amended And Restated Credit Agreement Tranche B	Mar. 31, 2013 Amended And Restated Credit Agreement Tranche C	Mar. 31, 2013 Amended And Restated Credit Agreement Revolving Credit Facility	Mar. 08, 2013 Amended And Restated Credit Agreement Revolving Credit Facility	Mar. 31, 2013 Amended And Restated Credit Agreement London Interbank Offered Rate (LIBOR)	Mar. 31, 2013 Amended And Restated Credit Agreement Libor Floor Rate	Jan. 31, 2013 Accounts Receivable Facilities	Sep. 30, 2013 Senior Secured Credit Facility Tranche A	Jun. 30, 2013 Senior Secured Credit Facility Tranche A	Mar. 31, 2013 Senior Secured Credit Facility Tranche A
Debt Instrument [Line Items]
Payment of revolving commitment of secured accounts receivable facility																	$ 50
Proceeds from term loan		2,173	(17)							2,200
Credit Facility, maturity date										Mar. 08, 2020
Cash used to repay debt		2,419	1,727								1,719	481
Revolving credit, maximum borrowing capacity								850
Line of Credit Facility, outstanding balance														880
Debt instrument, maturity date													Mar. 08, 2018
Variable interest rate over base rate															3.00%	1.00%
Libor plus interest rate on term loan									4.00%
Required quarterly principal repayment, as a percentage of funded total principal amount								0.25%
Loss on extinguishment of debt	(1)	(6)	(51)					5
Repayment of term loan																		50	50	50
Interest rate received						0.18%	0.25%
Cash flow hedging instruments				5	2
Interest rate swaps, amount expected to be reclassified from OCI into earnings in the next twelve months	$ 4	$ 4

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Liability for Workforce Reductions and Facility Closures (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013
Restructuring Cost And Reserve [Line Items]
Beginning Balance	$ 54
Expense	19
Paid	(26)
Other Adjustments	(6)	[1]
Ending Balance	41
Workforce-related
Restructuring Cost And Reserve [Line Items]
Beginning Balance	32
Expense	18
Paid	(23)
Other Adjustments	(6)	[1]
Ending Balance	21
Facilities
Restructuring Cost And Reserve [Line Items]
Beginning Balance	22
Expense	1
Paid	(3)
Ending Balance	$ 20

[1] The other adjustments column in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation and other adjustments.

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Unrealized Gains Losses on Derivative Instruments (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items]
Unrealized gain (loss) on derivative instruments, net of tax	$ (1)	$ 5		$ 11
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items]
Unrealized gain (loss) on derivative instruments and other	(3)	1	(3)	1
Gain (loss) on derivatives reclassified into income	3	3	5	11
Less: income tax benefit (expense)	(1)	1	(2)	(1)
Unrealized gain (loss) on derivative instruments, net of tax	(1)	5		11
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Interest rate contracts
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items]
Gain (loss) on derivatives reclassified into income	1	2	5	8
Accumulated Net Gain (Loss) from Designated or Qualifying Cash Flow Hedges | Forward currency hedges
Reclassification Adjustment Out Of Accumulated Other Comprehensive Income On Derivatives [Line Items]
Gain (loss) on derivatives reclassified into income	$ 2	$ 1		$ 3

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Discontinued Operations - Additional Information (Detail) In Millions, unless otherwise specified	1 Months Ended
	Jan. 31, 2012 USD ($)	Jan. 31, 2012 SunGard's HE Business Segment, Discontinued Operations USD ($)	Jul. 31, 2012 SunGard Global Services France EUR (€)
Business Acquisitions And Dispositions [Line Items]
Net cash proceeds from sale of business	$ 1,222
Proceeds from sale of business		1,775
Proceed from sale of subsidiary			€ 14

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Changes in Goodwill by Reportable Segment (Detail) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2013 Goodwill Gross	Sep. 30, 2013 Goodwill Gross Financial Systems	Sep. 30, 2013 Goodwill Gross Availability Services	Sep. 30, 2013 Goodwill Gross Public Sector and Education	Dec. 31, 2012 Goodwill Gross Public Sector and Education	Sep. 30, 2013 Accumulated Impairment	Dec. 31, 2012 Accumulated Impairment	Sep. 30, 2013 Accumulated Impairment Availability Services	Dec. 31, 2012 Accumulated Impairment Availability Services	Sep. 30, 2013 Accumulated Impairment Public Sector and Education	Dec. 31, 2012 Accumulated Impairment Public Sector and Education
Goodwill [Line Items]
Beginning Balance	$ 4,539	$ 6,303	$ 3,516	$ 2,243	$ 544	$ 544	$ (1,764)	$ (1,764)	$ (1,547)	$ (1,547)	$ (217)	$ (217)
Effect of foreign currency translation	7	7	9	(2)
Other	(1)	(1)	(1)
Ending Balance	$ 4,545	$ 6,309	$ 3,524	$ 2,241	$ 544	$ 544	$ (1,764)	$ (1,764)	$ (1,547)	$ (1,547)	$ (217)	$ (217)

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Debt and Derivatives

9 Months Ended

Sep. 30, 2013

Debt and Derivatives

6. Debt and Derivatives:

On January2, 2013, SunGard repaid a $50 million revolving credit advance borrowed under its secured accounts receivable facility.

On March8, 2013, SunGard amended and restated its senior secured credit agreement (“Credit Agreement”) to, among other things, (i)issue an additional term loan of $2,200 million (“tranche E”) maturing on March8, 2020, the proceeds of which were used to (a)repay in full the $1,719 million tranche B term loan and (b)repay $481 million of the tranche C term loan; (ii)replace the $880 million of revolving commitments with $850 million of new revolving commitments, which will mature on March8, 2018; and (iii)modify certain covenants and other provisions in order to, among other things (x)modify (and in the case of the term loan facility, remove) the financial maintenance covenants included therein and (y)permit the Company to direct the net cash proceeds of permitted dispositions otherwise requiring a pro rata prepayment of term loans to the prepayment of specific tranches of term loans at the Company’s sole discretion. The interest rate on tranche E is LIBOR plus 3% with a 1% LIBOR floor, which at September30, 2013 was 4%. SunGard is required to repay installments in quarterly principal amounts of 0.25% of its funded tranche E principal amount through the maturity date, at which time the remaining aggregate principal balance is due. Tranche E and the new revolving commitments are subject to certain springing maturities which are described in the Credit Agreement. As a result of this transaction, the Company incurred a loss on the extinguishment of debt of approximately $5 million.

SunGard voluntarily prepaid $50 million of its tranche A term loan in each of the first three quarters of 2013. The related loss on the extinguishment of debt was not material to the Company’s operations, financial position or cash flows.

Debt consisted of the following (in millions):

	December31, 2012			September30, 2013
Senior Secured Credit Facilities:
Secured revolving credit facility	$	—		$	—
Tranche A, effective interest rate of 1.96% and 1.93%		207			57
Tranche B, effective interest rate of 4.35%		1,719			—
Tranche C, effective interest rate of 4.17% and 4.41%		908			427
Tranche D, effective interest rate of 4.50% and 4.50%		720			714
Tranche E, effective interest rate of 4.10%		—			2,189
Total Senior Secured Credit Facilities		3,554			3,387
Senior Secured Notes due 2014 at 4.875%, net of discount of $4 and $1		246			249
Senior Notes due 2018 at 7.375%		900			900
Senior Notes due 2020 at 7.625%		700			700
Senior Subordinated Notes due 2019 at 6.625%		1,000			1,000
Secured accounts receivable facility, at 3.71% and 3.68%		250			200
Other, primarily foreign bank debt and capital lease obligations		12			12
Total debt		6,662			6,448
Short-term borrowings and current portion of long-term debt		(63	)		(342	)
Long-term debt	$	6,599		$	6,106

SunGard uses interest rate swap agreements to manage the amount of its floating rate debt in order to reduce its exposure to variable rate interest payments associated with the Credit Agreement. Each swap agreement is designated as a cash flow hedge. SunGard pays a stream of fixed interest payments for the term of the swap, and in turn, receives variable interest payments based on LIBOR. At September30, 2013, one-month and three-month LIBOR was 0.18% and 0.25%, respectively. The net receipt or payment from the interest rate swap agreements is included in interest expense.  The interest rates in the table above reflect the impact of the swaps.

A summary of the Company’s interest rate swaps at September30, 2013 follows (in millions):

Inception	Maturity		Notional Amount (inmillions)		Interest rate paid			Interest rate received (LIBOR)
August-September 2012		February2017	$	400		0.69	%		1-Month
June 2013		June2019		100		1.86	%		3-Month
September 2013		June 2019		100		2.26	%		3-Month
Total / Weighted Average			$	600		1.15	%

The fair values of interest rate swaps designated as cash flow hedging instruments, included in other accrued expenses on the consolidated balance sheets, are $5 million as of December31, 2012. At September 30, 2013, the fair values of interest rate swaps are $2 million and are included in other intangible assets.

The Company has no ineffectiveness related to its swap agreements. The Company expects to reclassify in the next twelve months approximately $4 million from other comprehensive income (loss) into earnings related to the Company’s interest rate swaps based on the borrowing rates at September30, 2013.

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Supplemental Guarantor Condensed Consolidating Financial Statements - Additional Information (Detail)	9 Months Ended
	Sep. 30, 2013
Condensed Financial Statements Captions [Line Items]
Percentage of each of the Guarantors owned by SunGard	100.00%

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Employee Termination Benefits and Facility Closures (Tables)

9 Months Ended

Sep. 30, 2013

Liability for Workforce Reductions and Facility Closures

The following table provides a rollforward of the liability balances for workforce reductions and facility closures, which occurred through September30, 2013 (in millions):

	Balance 12/31/2012		Expense Related to 2013 Actions		Paid			Other Adjustments*			Balance 09/30/2013
Workforce-related	$	32	$	18	$	(23	)	$	(6	)	$	21
Facilities		22		1		(3	)		—			20
Total	$	54	$	19	$	(26	)	$	(6	)	$	41

*The other adjustments column in the table principally relates to changes in estimates from when the initial charge was recorded and also foreign currency translation and other adjustments.

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Debt (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	Sep. 30, 2013	Dec. 31, 2012
Senior Secured Credit Facility | Tranche A
Debt Instrument [Line Items]
Debt agreement, effective interest rate	1.93%	1.96%
Senior Secured Credit Facility | Tranche B
Debt Instrument [Line Items]
Debt agreement, effective interest rate	4.35%	4.35%
Senior Secured Credit Facility | Tranche C
Debt Instrument [Line Items]
Debt agreement, effective interest rate	4.41%	4.17%
Senior Secured Credit Facility | Tranche D
Debt Instrument [Line Items]
Debt agreement, effective interest rate	4.50%	4.50%
Senior Secured Credit Facility | Tranche E
Debt Instrument [Line Items]
Debt agreement, effective interest rate	4.10%
Senior Secured Notes 4.875% due 2014
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes, due date	2014	2014
Senior Notes, interest Rate	4.875%	4.875%
Discount on notes	$ 1	$ 4
Senior Notes 7.375% due 2018
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes, due date	2018	2018
Senior Notes, interest Rate	7.375%	7.375%
Senior Notes 7.625% due 2020
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes, due date	2020	2020
Senior Notes, interest Rate	7.625%	7.625%
Senior Subordinated Notes 6.625% due 2019
Debt Instrument [Line Items]
Senior Notes or Senior Subordinated Notes, due date	2019	2019
Senior Notes, interest Rate	6.625%	6.625%
Accounts Receivable Facilities
Debt Instrument [Line Items]
Debt agreement, effective interest rate	3.68%	3.71%

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Income Taxes

9 Months Ended

Sep. 30, 2013

Income Taxes

9. Income Taxes:

Included in the benefit recorded in income tax expense for the ninemonths ended September 30, 2013 is a discrete item of $9 million related to a benefit associated with a tax accounting method change related to certain lease-related reserves.

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Accumulated Other Comprehensive Income

9 Months Ended

Sep. 30, 2013

Accumulated Other Comprehensive Income

5. Accumulated Other Comprehensive Income:

The following table summarizes the unrealized gains (losses) on derivative instruments including the impact of components reclassified into net income from accumulated other comprehensive income for the three and nine months ended September30, 2012 and 2013 (in millions):

	Threemonthsended September30,					Ninemonthsended September30,
Other Comprehensive Income Components	2012		2013			2012			2013				AffectedLineItemintheStatementofComprehensive Income for Components Reclassified from OCI
Unrealized gain (loss) on derivative instruments and other	$	1	$	(3	)	$	1		$	(3	)
Less: gain (loss) on derivatives reclassified into income
Interest rate contracts		2		1			8			5		Interest expense and amortization of deferred financingfees
Forward currency hedges		1		2			3			-		Cost of sales and direct operating
Total reclassified into income		3		3			11			5
Less: income tax benefit (expense)		1		(1	)		(1	)		(2	)
Unrealized gain (loss) on derivative instruments, net of tax	$	5	$	(1	)	$	11		$	-

The following table provides a rollforward of the components of accumulated other comprehensive loss, net of tax, through September30, 2013 as follows (in millions):

	Gains(Losses)onDerivative Instruments			Currency Translation			Other			Total AccumulatedOtherComprehensiveIncome (loss)
Balance at December31, 2012	$	2		$	(4	)	$	(1	)	$	(3	)
Other comprehensive income before reclassifications		(3	)		10			(6	)		1
Amounts reclassified from accumulated other comprehensive income net of tax		3			—			—			3
Net current-period other comprehensive income		—			10			(6	)		4
Balance at September30, 2013	$	2		$	6		$	(7	)	$	1

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Consolidated Statements of Cash Flows (Parenthetical) (USD $) In Millions, unless otherwise specified	9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012
Beginning cash and cash equivalents, cash of discontinued operations		$ 6
Ending cash and cash equivalents, cash of discontinued operations
Income taxes paid, net of refunds	13	7
SunGard Capital Corp. II
Beginning cash and cash equivalents, cash of discontinued operations		6
Ending cash and cash equivalents, cash of discontinued operations
Income taxes paid, net of refunds	13	7
SunGard Data Systems Inc.
Beginning cash and cash equivalents, cash of discontinued operations		6
Ending cash and cash equivalents, cash of discontinued operations
Income taxes paid, net of refunds	$ 13	$ 7

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Depreciation and Amortization and Capital Expenditures by Segment (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended				9 Months Ended
	Sep. 30, 2013		Sep. 30, 2012		Sep. 30, 2013		Sep. 30, 2012
Segment Reporting Information [Line Items]
Capital expenditures	$ 59		$ 58		$ 160		$ 173
Depreciation	73	[1]	70	[1]	222	[1]	211	[1]
Amortization of acquisition-related intangible assets	82		94		255		295
Financial Systems
Segment Reporting Information [Line Items]
Capital expenditures	23		19		64		62
Depreciation	22	[1]	22	[1]	67	[1]	63	[1]
Amortization of acquisition-related intangible assets	40		49		128		155
Availability Services
Segment Reporting Information [Line Items]
Capital expenditures	34		36		89		104
Depreciation	49	[1]	46	[1]	149	[1]	142	[1]
Amortization of acquisition-related intangible assets	38		40		115		126
Public Sector and Education
Segment Reporting Information [Line Items]
Capital expenditures	2		2		6		6
Depreciation	2	[1]	1	[1]	5	[1]	5	[1]
Amortization of acquisition-related intangible assets	3		5		11		14
Segment Total
Segment Reporting Information [Line Items]
Capital expenditures	59		57		159		172
Depreciation	73	[1]	69	[1]	221	[1]	210	[1]
Amortization of acquisition-related intangible assets	81		94		254		295
Corporate
Segment Reporting Information [Line Items]
Capital expenditures			1		1		1
Depreciation			1	[1]	1	[1]	1	[1]
Amortization of acquisition-related intangible assets	$ 1				$ 1

[1] Includes amortization of capitalized software.

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Rollforward of SCC's Equity (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Stockholders Equity [Line Items]
Beginning Balance			$ (961)
Net income (loss)	(26)	(426)	(130)	(321)
Other	(1)		(6)
Comprehensive income (loss)	26	(394)	(126)	(294)
Stock compensation expense	12	9	35	29
Ending Balance	(1,078)		(1,078)
Net income (loss)	49	64	121	186
Comprehensive income (loss)	49	64	121	186
SunGard Capital Corp. stockholders
Stockholders Equity [Line Items]
Beginning Balance			(911)	(610)
Net income (loss)			(130)	(321)
Foreign currency translation			10	16
Net unrealized gain on derivative instruments				11
Other			(6)
Comprehensive income (loss)			(126)	(294)
Stock compensation expense			35	29
Termination of put options due to employee terminations and other			2	2
Purchase of treasury stock			(4)	(7)
Transfer intrinsic value of vested restricted stock units			(10)	(9)
Other			(8)	(10)
Ending Balance	(1,022)	(898)	(1,022)	(898)
Issuance of common and preferred stock				1
SunGard Capital Corp. stockholders | Class L - temporary equity
Stockholders Equity [Line Items]
Beginning Balance			45	47
Net income (loss)
Foreign currency translation
Net unrealized gain on derivative instruments
Other
Comprehensive income (loss)
Stock compensation expense
Termination of put options due to employee terminations and other			(8)	(16)
Purchase of treasury stock
Transfer intrinsic value of vested restricted stock units			15	15
Other
Ending Balance	52	46	52	46
Issuance of common and preferred stock
SunGard Capital Corp. stockholders | Class A - temporary equity
Stockholders Equity [Line Items]
Beginning Balance			5	6
Net income (loss)
Foreign currency translation
Net unrealized gain on derivative instruments
Other
Comprehensive income (loss)
Stock compensation expense
Termination of put options due to employee terminations and other			(1)	(2)
Purchase of treasury stock
Transfer intrinsic value of vested restricted stock units				1
Other
Ending Balance	4	5	4	5
Issuance of common and preferred stock
SunGard Capital Corp. stockholders | Permanent equity
Stockholders Equity [Line Items]
Beginning Balance			(961)	(663)
Net income (loss)			(130)	(321)
Foreign currency translation			10	16
Net unrealized gain on derivative instruments				11
Other			(6)
Comprehensive income (loss)			(126)	(294)
Stock compensation expense			35	29
Termination of put options due to employee terminations and other			11	20
Purchase of treasury stock			(4)	(7)
Transfer intrinsic value of vested restricted stock units			(25)	(25)
Other			(8)	(10)
Ending Balance	(1,078)	(949)	(1,078)	(949)
Issuance of common and preferred stock				1
Noncontrolling Interest
Stockholders Equity [Line Items]
Beginning Balance			1,601	2,066
Other
Stock compensation expense
Termination of put options due to employee terminations and other			(2)	(3)
Purchase of treasury stock			(3)	(2)
Transfer intrinsic value of vested restricted stock units			10	9
Other
Ending Balance	1,727	2,256	1,727	2,256
Issuance of common and preferred stock
Net income (loss)			121	186
Foreign currency translation
Net unrealized gain on derivative instruments
Comprehensive income (loss)			121	186
Noncontrolling Interest | Permanent equity
Stockholders Equity [Line Items]
Beginning Balance			1,575	2,038
Other
Stock compensation expense
Termination of put options due to employee terminations and other			2	5
Purchase of treasury stock			(3)	(2)
Transfer intrinsic value of vested restricted stock units
Other
Ending Balance	1,693	2,227	1,693	2,227
Issuance of common and preferred stock
Net income (loss)			119	186
Foreign currency translation
Net unrealized gain on derivative instruments
Comprehensive income (loss)			119	186
Noncontrolling Interest | Temporary equity
Stockholders Equity [Line Items]
Beginning Balance			26	28
Other
Stock compensation expense
Termination of put options due to employee terminations and other			(4)	(8)
Purchase of treasury stock
Transfer intrinsic value of vested restricted stock units			10	9
Other
Ending Balance	34	29	34	29
Issuance of common and preferred stock
Net income (loss)			2
Foreign currency translation
Net unrealized gain on derivative instruments
Comprehensive income (loss)			$ 2

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Functional Expense Areas (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Cost of sales and direct operating (excluding depreciation)	$ 423	$ 430	$ 1,284	$ 1,316
Sales, marketing and administration	232	237	716	751
Product development and maintenance	96	98	285	295
As reported
Cost of sales and direct operating (excluding depreciation)		430		1,321
Sales, marketing and administration		245		768
Product development and maintenance		90		273
Total functional expenses		765		2,362
As revised
Cost of sales and direct operating (excluding depreciation)		430		1,316
Sales, marketing and administration		237		751
Product development and maintenance		98		295
Total functional expenses		$ 765		$ 2,362

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Supplemental Condensed Consolidating Schedule of Comprehensive Income (Parenthetical) (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended			9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012		Sep. 30, 2013	Sep. 30, 2012
Condensed Financial Statements Captions [Line Items]
Income (loss) from continuing operations	$ 23	$ (367)		$ (9)	$ (451)
Income (loss) from discontinued operations, net of tax		5			316
Parent
Condensed Financial Statements Captions [Line Items]
Equity in earnings of unconsolidated subsidiaries	99	(287)	[1]	234	(83)	[2]
Income (loss) from continuing operations	23	(362)		(9)	(360)
Income (loss) from discontinued operations, net of tax					225
Parent | Scenario, Previously Reported
Condensed Financial Statements Captions [Line Items]
Equity in earnings of unconsolidated subsidiaries		(292)			(174)
Income (loss) from continuing operations		(367)			(451)
Income (loss) from discontinued operations, net of tax		5			316
Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
Equity in earnings of unconsolidated subsidiaries	32	25	[1]	87	65	[2]
Income (loss) from continuing operations	99	(283)		234	(169)
Income (loss) from discontinued operations, net of tax		(4)			86
Guarantor Subsidiaries | Scenario, Previously Reported
Condensed Financial Statements Captions [Line Items]
Equity in earnings of unconsolidated subsidiaries		16			60
Income (loss) from continuing operations		(292)			(174)
Income (loss) from discontinued operations, net of tax		$ 5			$ 91

[1] The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the three months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

[2] The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the nine months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

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Related Party Transactions

9 Months Ended

Sep. 30, 2013

Related Party Transactions

12. Related Party Transactions:

In accordance with the Management Agreement between the Company and affiliates of the Sponsors, the Company recorded $3 million of management fees in sales, marketing and administration expenses during each of the three months ended September30, 2012 and 2013. The Company recorded $9million and $8 million of management fees in sales, marketing and administration expenses during the nine months ended September30, 2012 and 2013, respectively.

Regarding the timing of these payments, at December31, 2012 and September30, 2013, the Company had $4 million and $3 million, respectively, due to the Sponsors which were included in other accrued expenses.

During the first quarter of 2012, in connection with the sale of HE, the Company paid the Sponsors $17.8 million of management fees, which are included in the results of discontinued operations.

In addition to management fees, one of our Sponsors, Goldman Sachs& Co. and/or its respective affiliates, received fees of approximately $1 million for each of the nine months ended September30, 2012 and 2013 in connection with amendments of SunGard’s Credit Agreement. For the three months ended September30, 2012 and 2013, no fees were paid to Goldman Sachs& Co. and/or its respective affiliates.

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Equity

9 Months Ended

Sep. 30, 2013

Equity

8. Equity:

A rollforward of SCC’s equity for 2013 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December31, 2012	$	45		$	5		$	(961	)	$	(911	)	$	26		$	1,575		$	1,601
Net income (loss)		—			—			(130	)		(130	)		2			119			121
Foreign currency translation		—			—			10			10			—			—			—
Net unrealized gain on derivative instruments		—			—			—			—			—			—			—
Other		—			—			(6	)		(6	)		—			—			—
Comprehensive income (loss)		—			—			(126	)		(126	)		2			119			121
Stock compensation expense		—			—			35			35			—			—			—
Termination of put options due to employee terminations and other		(8	)		(1	)		11			2			(4	)		2			(2	)
Purchase of treasury stock		—			—			(4	)		(4	)		—			(3	)		(3	)
Transfer intrinsic value of vested restricted stockunits		15			—			(25	)		(10	)		10			—			10
Other		—			—			(8	)		(8	)		—			—			—
Balance at September30, 2013	$	52		$	4		$	(1,078	)	$	(1,022	)	$	34		$	1,693		$	1,727

A rollforward of SCC’s equity for 2012 follows (in millions):

	SunGard Capital Corp. stockholders												Noncontrolling interest
	Class L - temporary equity			Class A - temporary equity			Permanent equity			Total			Temporary equity			Permanent equity			Total
Balance at December31, 2011	$	47		$	6		$	(663	)	$	(610	)	$	28		$	2,038		$	2,066
Net income (loss)		—			—			(321	)		(321	)		—			186			186
Foreign currency translation		—			—			16			16			—			—			—
Net unrealized gain on derivative instruments		—			—			11			11			—			—			—
Comprehensive income (loss)		—			—			(294	)		(294	)		—			186			186
Stock compensation expense		—			—			29			29			—			—			—
Termination of put options due to employee terminations and other		(16	)		(2	)		20			2			(8	)		5			(3	)
Issuance of common and preferred stock		—			—			1			1			—			—			—
Purchase of treasury stock		—			—			(7	)		(7	)		—			(2	)		(2	)
Transfer intrinsic value of vested restricted stockunits		15			1			(25	)		(9	)		9			—			9
Other		—			—			(10	)		(10	)		—			—			—
Balance at September30, 2012	$	46		$	5		$	(949	)	$	(898	)	$	29		$	2,227		$	2,256

In June 2013, certain senior executives of the Company were granted a new form of long-term incentive equity award (“Appreciation Units”) to be settled in stock. The Appreciation Units’ vesting terms are either market-based dependent upon the performance of the Company’s Unit price (“Performance-based”) or time-based.  Performance-based Appreciation Units will vest only if the average value per Unit (defined as 1.3 shares of ClassA common stock and 0.1444 shares of Class L common stock of SunGard Capital Corp. and 0.05 shares of preferred stock of SunGard Capital Corp. II) at each measurement date (as defined in the agreements) increases over a base Unit value specified in the agreements and may be subject to continued employment through June1, 2017. Time-based Appreciation Units will vest in annual installments over a period of years as specified in the applicable award agreement, subject to continued employment. The Company determined the fair value of the Performance-based Appreciation Units using a Monte Carlo valuation model and will record the aggregate expense of$22 million over the four-year measurement period on a straight-line basis regardless of vesting, subject to continued employment, if applicable. Time-based Appreciation Units were valued using the Black-Scholes pricing model at $4 million in the aggregate, which will be expensed over the four-year service period on a straight-line basis.

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Expense Classification (Tables)

9 Months Ended

Sep. 30, 2013

Functional Expense Areas

The impact within the functional expense areas is as follows for the three and nine months ended September 30, 2012:

		Three months ended September 30, 2012
		As reported		As revised
Cost of sales and direct operating	$	430	$	430
Sales, marketing and administration		245		237
Product development and maintenance		90		98
Total functional expenses	$	765	$	765

		Nine months ended September 30, 2012
		As reported		As revised
Cost of sales and direct operating	$	1,321	$	1,316
Sales, marketing and administration		768		751
Product development and maintenance		273		295
Total functional expenses	$	2,362	$	2,362

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Supplemental Guarantor Condensed Consolidating Financial Statements

9 Months Ended

Sep. 30, 2013

Supplemental Guarantor Condensed Consolidating Financial Statements

13. Supplemental Guarantor Condensed Consolidating Financial Statements:

SunGard’s senior unsecured notes are jointly and severally, fully and unconditionally guaranteed on a senior unsecured basis and the senior subordinated notes are jointly and severally, fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned, domestic subsidiaries of SunGard (collectively, the “Guarantors”). Each of the Guarantors is 100% owned, directly or indirectly, by SunGard. None of the other subsidiaries of SunGard, either direct or indirect, nor any of the Holding Companies, guarantee the senior notes and senior subordinated notes (“Non-Guarantors”). The Guarantors and SunGard Holdco LLC also unconditionally guarantee the senior secured credit facilities. The Guarantors are subject to release under certain circumstances as described below.

The indentures evidencing the guarantees provide for a Guarantor to be automatically and unconditionally released and discharged from its guarantee obligations in certain circumstances, including upon the earliest to occur of:

The sale, exchange or transfer of the subsidiary’s capital stock or all or substantially all of its assets;

Designation of the Guarantor as an “unrestricted subsidiary” for purposes of the indenture covenants;

Release or discharge of the Guarantor’s guarantee of certain other indebtedness; or

Legal defeasance or covenant defeasance of the indenture obligations when provision has been made for them to be fully satisfied.

The following tables present the financial position, results of operations and cash flows of SunGard (referred to as “Parent Company” for purposes of this note only), the Guarantor subsidiaries, the Non-Guarantor subsidiaries and Eliminations as of December31, 2012 and September 30, 2013, and for the three and nine month periods ended September 30, 2012 and 2013 to arrive at the information for SunGard on a consolidated basis. SCC and SCCII are neither parties to nor guarantors of the debt issued as described in Note 5 of Notes to Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for 2012.

(in millions)	SupplementalCondensedConsolidatingBalanceSheet December31, 2012
	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations				Consolidated
Assets
Current:
Cash and cash equivalents	$	220	$	(3	)	$	329	$	—		$		546
Intercompany balances		—		2,457			742		(3,199	)			—
Trade receivables, net		3		566	(a)		331		—				900
Prepaid expenses, taxes and other current assets		1,312		70			89		(1,241	)			230
Total current assets		1,535		3,090			1,491		(4,440	)			1,676
Property and equipment, net		—		574			300		—				874
Intangible assets, net		112		2,413			404		—				2,929
Deferred income taxes		39		—			—		(39	)			—
Intercompany balances		254		7			76		(337	)			—
Goodwill		—		3,470			1,069		—				4,539
Investment in subsidiaries		8,620		2,101			—		(10,721	)			—
Total Assets	$	10,560	$	11,655		$	3,340	$	(15,537	)	$		10,018
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	57	$	—		$	6	$	—		$		63
Intercompany balances		3,199		—			—		(3,199	)			—
Accounts payable and other current liabilities		70		1,983			632		(1,241	)			1,444
Total current liabilities		3,326		1,983			638		(4,440	)			1,507
Long-term debt		6,343		2			254		—				6,599
Intercompany debt		83		—			254		(337	)			—
Deferred and other income taxes		92		1,000			67		(39	)			1,120
Other liabilities		—		50			26		—				76
Total liabilities		9,844		3,035			1,239		(4,816	)			9,302
Total stockholder’s equity		716		8,620			2,101		(10,721	)			716
Total Liabilities and Stockholder’s Equity	$	10,560	$	11,655		$	3,340	$	(15,537	)	$		10,018

(a)This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $250 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

(in millions)	Supplemental Condensed Consolidating Balance Sheet September 30, 2013
	Parent Company		Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations				Consolidated
Assets
Current:
Cash and cash equivalents	$	316	$	—		$	373	$	—		$		689
Intercompany balances		—		2,951			694		(3,645	)			—
Trade receivables, net		10		473	(b)		232		—				715
Prepaid expenses, taxes and other current assets		1,432		73			104		(1,381	)			228
Total current assets		1,758		3,497			1,403		(5,026	)			1,632
Property and equipment, net		—		540			272		—				812
Intangible assets, net		108		2,208			359		—				2,675
Deferred income taxes		38		—			—		(38	)			—
Intercompany balances		261		8			76		(345	)			—
Goodwill		—		3,468			1,077		—				4,545
Investment in subsidiaries		8,742		2,075			—		(10,817	)			—
Total Assets	$	10,907	$	11,796		$	3,187	$	(16,226	)	$		9,664
Liabilities and Stockholder’s Equity
Current:
Short-term and current portion of long-term debt	$	335	$	1		$	6	$	—		$		342
Intercompany balances		3,646		—			—		(3,646	)			—
Accounts payable and other current liabilities		116		2,079			549		(1,381	)			1,363
Total current liabilities		4,097		2,080			555		(5,027	)			1,705
Long-term debt		5,901		2			203		—				6,106
Intercompany debt		83		—			261		(344	)			—
Deferred and other income taxes		98		924			41		(38	)			1,025
Other liabilities		—		48			52		—				100
Total liabilities		10,179		3,054			1,112		(5,409	)			8,936
Total stockholder’s equity		728		8,742			2,075		(10,817	)			728
Total Liabilities and Stockholder’s Equity	$	10,907	$	11,796		$	3,187	$	(16,226	)	$		9,664

(b)This balance is primarily comprised of a receivable from the borrower under the secured accounts receivable facility, which is a non-Guarantor subsidiary, resulting from the normal, recurring sale of accounts receivable under the receivables facility. In a liquidation, the first $200 million (plus interest) of collections of accounts receivable sold to this subsidiary are due to the receivables facility lender. The remaining balance would be available for collection for the benefit of the Guarantors.

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Three Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	725		$	394		$	(84	)	$		1,035
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		20			506			323			(84	)			765
Depreciation		—			48			22			—				70
Amortization of acquisition-related intangible assets		1			76			17			—				94
Goodwill impairment charges		—			385			—			—				385
Total costs and expenses		21			1,015			362			(84	)			1,314
Operating income (loss)		(21	)		(290	)		32			—				(279	)
Net interest income (expense)		(94	)		—			(7	)		—				(101	)
Equity in earnings of unconsolidated subsidiaries (c)		(287	)		25			—			262				—
Other income (expense)		—			—			—			—				—
Income (loss) from continuing operations before income taxes		(402	)		(265	)		25			262				(380	)
Benefit from (provision for) income taxes		40			(18	)		(9	)		—				13
Income (loss) from continuing operations		(362	)		(283	)		16			262				(367	)
Income (loss) from discontinued operations, net of tax		—			(4	)		9			—				5
Net income (loss)	$	(362	)	$	(287	)	$	25		$	262		$		(362	)
Comprehensive income (loss)	$	(330	)	$	(265	)	$	45		$	220		$		(330	)

(c)The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the three months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

While these revisions have no impact on the previously reported Net income or total cash flows from operations of the Parent Company or Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Parent Company in 2012, Equity in earnings of unconsolidated subsidiaries changed from $(292) million to $(287) million; Income (loss) from continuing operations changed from $(367) million to $(362) million; and Income (loss) from discontinued operations, net of tax changed from $5 million to $- million. For the Guarantor Subsidiaries in 2012, Equity in earnings of unconsolidated subsidiaries changed from $16 million to $25 million; Income (loss) from continuing operations changed from $(292) million to $(283) million; and Income (loss) from discontinued operations, net of tax changed from $5 million to $(4) million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Comprehensive Income or the Supplemental Condensed Consolidating Schedule of Cash Flows for any period.

(in millions)	Supplemental Condensed Consolidating Schedule of Comprehensive Income Three Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	712		$	402		$	(86	)	$		1,028
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		25			498			314			(86	)			751
Depreciation		1			50			22			—				73
Amortization of acquisition-related intangible assets		—			67			15			—				82
Goodwill impairment charges		—			—			—			—				—
Total costs and expenses		26			615			351			(86	)			906
Operating income (loss)		(26	)		97			51			—				122
Net interest income (expense)		(91	)		1			(5	)		—				(95	)
Equity in earnings of unconsolidated subsidiaries		99			32			—			(131	)			—
Other income (expense)		(1	)		—			—			—				(1	)
Income (loss) from continuing operations before income taxes		(19	)		130			46			(131	)			26
Benefit from (provision for) income taxes		42			(31	)		(14	)		—				(3	)
Income (loss) from continuing operations		23			99			32			(131	)			23
Income (loss) from discontinued operations, net of tax		—			—			—			—				—
Net income (loss)		23			99		$	32			(131	)			23
Comprehensive income (loss)	$	75		$	144		$	77		$	(221	)	$		75

(in millions)	SupplementalCondensedConsolidatingScheduleofComprehensiveIncome Nine Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	2,170		$	1,218		$	(257	)	$		3,131
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		69			1,562			988			(257	)			2,362
Depreciation		—			144			67			—				211
Amortization of acquisition-related intangible assets		1			245			49			—				295
Goodwill impairment charges		—			385			—			—				385
Total costs and expenses		70			2,336			1,104			(257	)			3,253
Operating income (loss)		(70	)		(166	)		114			—				(122	)
Net interest income (expense)		(303	)		—			(21	)		—				(324	)
Equity in earnings of unconsolidated subsidiaries (d)		(83	)		65			—			18				—
Other income (expense)		(51	)		—			2			—				(49	)
Income (loss) from continuing operations before income taxes		(507	)		(101	)		95			18				(495	)
Benefit from (provision for) income taxes		147			(68	)		(35	)		—				44
Income (loss) from continuing operations		(360	)		(169	)		60			18				(451	)
Income (loss) from discontinued operations, net of tax		225			86			5			—				316
Net income (loss)	$	(135	)	$	(83	)	$	65		$	18		$		(135	)
Comprehensive income (loss)	$	(108	)	$	(65	)	$	80		$	(15	)	$		(108	)

(d)The Supplemental Condensed Consolidating Schedule of Comprehensive Income for Parent Company and Guarantor Subsidiaries for the nine months ended September 30, 2012 has been revised to present all equity in earnings of unconsolidated subsidiaries in a single caption within Other income (expense). The portion of equity in earnings of unconsolidated subsidiaries which related to the investees’ income (loss) from discontinued operations had previously been presented separately in the Income (loss) from discontinued operations, net of tax caption for the Parent Company and Guarantor Subsidiaries. This revision has also been reflected in the Net income (loss) and Income (loss) from discontinued operations captions in the Supplemental Condensed Consolidating Schedule of Cash Flows for Parent Company and Guarantor Subsidiaries for the same periods.

While these revisions have no impact on the previously reported Net income or total cash flows from operations of the Parent Company or Guarantor Subsidiaries, they resulted in the following changes to previously reported amounts. For the Parent Company in 2012, Equity in earnings of unconsolidated subsidiaries changed from $(174) million to $(83) million; Income (loss) from continuing operations changed from $(451) million to $(360) million; and Income (loss) from discontinued operations, net of tax changed from $316 million to $225 million. For the Guarantor Subsidiaries in 2012, Equity in earnings of unconsolidated subsidiaries changed from $60 million to $65 million; Income (loss) from continuing operations changed from $(174) million to $(169) million; and Income (loss) from discontinued operations, net of tax changed from $91 million to $86 million. These revisions had no impact on the consolidated results of the Company and were not material to the Supplemental Condensed Consolidating Schedule of Comprehensive Income or the Supplemental Condensed Consolidating Schedule of Cash Flows for any period.

(in millions)	SupplementalCondensedConsolidatingScheduleofComprehensiveIncome Nine Months Ended September 30 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Total revenue	$	—		$	2,112		$	1,201		$	(262	)	$		3,051
Costs and expenses:
Cost of sales and administrative expenses (excluding depreciation)		74			1,518			955			(262	)			2,285
Depreciation		1			150			71			—				222
Amortization of acquisition-related intangible assets		—			208			47			—				255
Goodwill impairment charges		—			—			—			—				—
Total costs and expenses		75			1,876			1,073			(262	)			2,762
Operating income (loss)		(75	)		236			128			—				289
Net interest income (expense)		(283	)		—			(18	)		—				(301	)
Equity in earnings of unconsolidated subsidiaries		234			87			—			(321	)			—
Other income (expense)		(6	)		—			(1	)		—				(7	)
Income (loss) from continuing operations before income taxes		(130	)		323			109			(321	)			(19	)
Benefit from (provision for) income taxes		121			(89	)		(22	)		—				10
Income (loss) from continuing operations	$	(9	)	$	234		$	87		$	(321	)	$		(9	)
Income (loss) from discontinued operations, net of tax		—			—			—			—				-
Net income (loss)	$	(9	)	$	234		$	87		$	(321	)	$		(9	)
Comprehensive income (loss)	$	(5	)	$	232		$	91		$	(323	)	$		(5	)

	SupplementalCondensedConsolidatingScheduleofCashFlowsNine MonthsEndedSeptember 30, 2012
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Cash flow from operations:
Net income (loss)	$	(135	)	$	(83	)	$	65		$	18		$		(135	)
Income (loss) from discontinued operations		225			86			5			—				316
Income (loss) from continuing operations		(360	)		(169	)		60			18				(451	)
Non cash adjustments		220			653			111			(18	)			966
Changes in operating assets and liabilities		(175	)		92			(6	)		—				(89	)
Cash flow from (used in) continuing operations		(315	)		576			165			—				426
Cash flow from (used in) discontinued operations		(338	)		(5	)		3			—				(340	)
Cash flow from (used in) operations		(653	)		571			168			—				86
Investment activities:
Intercompany transactions (e)		2,342			(411	)		(160	)		(1,771	)			—
Cash paid for acquired businesses, net of cash acquired		—			(1	)		(9	)		—				(10	)
Cash paid for property and equipment and software		—			(125	)		(48	)		—				(173	)
Other investing activities		(1	)		1			3			—				3
Cash provided by (used in) continuing operations		2,341			(536	)		(214	)		(1,771	)			(180	)
Cash provided by (used in) discontinued operations		—			1,744			14			—				1,758
Cash provided by (used in) investment activities		2,341			1,208			(200	)		(1,771	)			1,578
Financing activities:
Intercompany dividends of HE sale proceeds		—			(1,771	)		—			1,771				—
Intercompany dividends		—			—			—			—				—
Net repayments of long-term debt		(1,742	)		(2	)		—			—				(1,744	)
Premium paid to retire debt		(27	)		—			—			—				(27	)
Other financing activities		(19	)		—			—			—				(19	)
Cash provided by (used in) continuing operations		(1,788	)		(1,773	)		—			1,771				(1,790	)
Cash provided by (used in) discontinued operations		—			—			—			—				—
Cash provided by (used in) financing activities		(1,788	)		(1,773	)		—			1,771				(1,790	)
Effect of exchange rate changes on cash		—			—			5			—				5
Increase (decrease) in cash and cash equivalents		(100	)		6			(27	)		—				(121	)
Beginning cash and cash equivalents		529			(15	)		359			—				873
Ending cash and cash equivalents	$	429		$	(9	)	$	332		$	—		$		752

(e)The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business.

	Supplemental Condensed Consolidating Schedule of Cash FlowsNine Months Ended September 30, 2013
	Parent Company			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations				Consolidated
Cash flow from operations:
Net income (loss)	$	(9	)	$	234		$	87		$	(321	)	$		(9	)
Income (loss) from discontinued operations		—			—			—			—				—
Income (loss) from continuing operations		(9	)		234			87			(321	)			(9	)
Non cash adjustments		(164	)		195			92			321				444
Changes in operating assets and liabilities		(75	)		184			25			—				134
Cash flow from (used in) continuing operations		(248	)		613			204			—				569
Cash flow from (used in) discontinued operations		—			—			—			—				—
Cash flow from (used in) operations		(248	)		613			204			—				569
Investment activities:
Intercompany transactions		555			(386	)		43			(212	)			—
Cash paid for acquired businesses, net of cash acquired		—			(1	)		—			—				(1	)
Cash paid for property and equipment and software		—			(116	)		(44	)		—				(160	)
Other investing activities		—			—			1			—				1
Cash provided by (used in) continuing operations		555			(503	)		—			(212	)			(160	)
Cash provided by (used in) discontinued operations		—			—			—			—				—
Cash provided by (used in) investment activities		555			(503	)		—			(212	)			(160	)
Financing activities:
Intercompany dividends of HE sale proceeds		—			—			—			—				—
Intercompany dividends		—			(106	)		(106	)		212				—
Net repayments of long-term debt		(193	)		(1	)		(52	)		—				(246	)
Premium paid to retire debt		—			—			—			—				—
Other financing activities		(18	)		—			—			—				(18	)
Cash provided by (used in) continuing operations		(211	)		(107	)		(158	)		212				(264	)
Cash provided by (used in) discontinued operations		—			—			—			—				—
Cash provided by (used in) financing activities		(211	)		(107	)		(158	)		212				(264	)
Effect of exchange rate changes on cash		—			—			(2	)		—				(2	)
Increase (decrease) in cash and cash equivalents		96			3			44			—				143
Beginning cash and cash equivalents		220			(3	)		329			—				546
Ending cash and cash equivalents	$	316		$	—		$	373		$	—		$		689

XML

Document and Entity Information	9 Months Ended
	Sep. 30, 2013
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2013
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q3
Trading Symbol	ck0001337272
Entity Registrant Name	SUNGARD CAPITAL CORP
Entity Central Index Key	0001337272
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Class A common stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	256,905,469
Class L common stock, convertible
Document Information [Line Items]
Entity Common Stock, Shares Outstanding	28,545,050
SunGard Capital Corp. II
Document Information [Line Items]
Entity Registrant Name	SUNGARD CAPITAL CORP II
Entity Central Index Key	0001337274
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	100
SunGard Data Systems Inc.
Document Information [Line Items]
Entity Registrant Name	SUNGARD DATA SYSTEMS INC
Entity Central Index Key	0000789388
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding	100

XML

Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2013

Recent Accounting Pronouncements

Recent Accounting Pronouncements

In July 2013, the FASB issued guidance regarding the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Under certain circumstances, unrecognized tax benefits should be presented in the financial statements as a reduction to a deferred tax asset for a net operating loss carryforward, a similar tax loss, or a tax credit carryforward. The guidance is a change in financial statement presentation only and has no material impact in the consolidated financial results. The guidance is effective beginning January 1, 2014 on either a prospective or retrospective basis.

XML

Supplemental Condensed Consolidating Schedule of Cash Flows (Parenthetical) (Detail) (USD $) In Billions, unless otherwise specified	9 Months Ended
	Sep. 30, 2012
Condensed Financial Statements Captions [Line Items]
Cash dividend received from guarantor subsidiaries	$ 1.8

XML

Supplemental Condensed Consolidating Schedule of Cash Flows (Detail) (USD $) In Millions, unless otherwise specified	3 Months Ended		9 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012
Cash flow from operations:
Net income (loss)	$ 23	$ (362)	$ (9)	$ (135)
Income (loss) from discontinued operations, net of tax		5		316
Income (loss) from continuing operations	23	(367)	(9)	(451)
Cash flow from (used in) continuing operations			566	426
Cash flow from (used in) discontinued operations				(340)
Cash flow from (used in) operations			566	86
Investment activities:
Cash paid for acquired businesses, net of cash acquired			(1)	(10)
Cash paid for property and equipment, and software			(160)	(173)
Other investing activities			1	3
Cash provided by (used in) continuing operations			(160)	(180)
Cash provided by (used in) discontinued operations				1,758
Cash provided by (used in) investment activities			(160)	1,578
Financing activities:
Other financing activities			(8)	(10)
Cash provided by (used in) continuing operations			(261)	(1,790)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities			(261)	(1,790)
Effect of exchange rate changes on cash			(2)	5
Beginning cash and cash equivalents			546	873
Ending cash and cash equivalents	689	752	689	752
Parent
Cash flow from operations:
Net income (loss)	23	(362)	(9)	(135)
Income (loss) from discontinued operations, net of tax				225
Income (loss) from continuing operations	23	(362)	(9)	(360)
Non cash adjustments			(164)	220
Changes in operating assets and liabilities			(75)	(175)
Cash flow from (used in) continuing operations			(248)	(315)
Cash flow from (used in) discontinued operations				(338)
Cash flow from (used in) operations			(248)	(653)
Investment activities:
Intercompany transactions			555	2,342	[1]
Other investing activities				(1)
Cash provided by (used in) continuing operations			555	2,341
Cash provided by (used in) discontinued operations
Cash provided by (used in) investment activities			555	2,341
Financing activities:
Intercompany dividends of HE sale proceeds
Intercompany dividends
Net repayments of long-term debt			(193)	(1,742)
Premium paid to retire debt				(27)
Other financing activities			(18)	(19)
Cash provided by (used in) continuing operations			(211)	(1,788)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities			(211)	(1,788)
Increase (decrease) in cash and cash equivalents			96	(100)
Beginning cash and cash equivalents			220	529
Ending cash and cash equivalents	316	429	316	429
Guarantor Subsidiaries
Cash flow from operations:
Net income (loss)	99	(287)	234	(83)
Income (loss) from discontinued operations, net of tax		(4)		86
Income (loss) from continuing operations	99	(283)	234	(169)
Non cash adjustments			195	653
Changes in operating assets and liabilities			184	92
Cash flow from (used in) continuing operations			613	576
Cash flow from (used in) discontinued operations				(5)
Cash flow from (used in) operations			613	571
Investment activities:
Intercompany transactions			(386)	(411)	[1]
Cash paid for acquired businesses, net of cash acquired			(1)	(1)
Cash paid for property and equipment, and software			(116)	(125)
Other investing activities				1
Cash provided by (used in) continuing operations			(503)	(536)
Cash provided by (used in) discontinued operations				1,744
Cash provided by (used in) investment activities			(503)	1,208
Financing activities:
Intercompany dividends of HE sale proceeds				(1,771)
Intercompany dividends			(106)
Net repayments of long-term debt			(1)	(2)
Premium paid to retire debt
Cash provided by (used in) continuing operations			(107)	(1,773)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities			(107)	(1,773)
Increase (decrease) in cash and cash equivalents			3	6
Beginning cash and cash equivalents			(3)	(15)
Ending cash and cash equivalents		(9)		(9)
Non-Guarantor Subsidiaries
Cash flow from operations:
Net income (loss)	32	25	87	65
Income (loss) from discontinued operations, net of tax		9		5
Income (loss) from continuing operations	32	16	87	60
Non cash adjustments			92	111
Changes in operating assets and liabilities			25	(6)
Cash flow from (used in) continuing operations			204	165
Cash flow from (used in) discontinued operations				3
Cash flow from (used in) operations			204	168
Investment activities:
Intercompany transactions			43	(160)	[1]
Cash paid for acquired businesses, net of cash acquired				(9)
Cash paid for property and equipment, and software			(44)	(48)
Other investing activities			1	3
Cash provided by (used in) continuing operations				(214)
Cash provided by (used in) discontinued operations				14
Cash provided by (used in) investment activities				(200)
Financing activities:
Intercompany dividends of HE sale proceeds
Intercompany dividends			(106)
Net repayments of long-term debt			(52)
Premium paid to retire debt
Cash provided by (used in) continuing operations			(158)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities			(158)
Effect of exchange rate changes on cash			(2)	5
Increase (decrease) in cash and cash equivalents			44	(27)
Beginning cash and cash equivalents			329	359
Ending cash and cash equivalents	373	332	373	332
Eliminations
Cash flow from operations:
Net income (loss)	(131)	262	(321)	18
Income (loss) from discontinued operations, net of tax
Income (loss) from continuing operations	(131)	262	(321)	18
Non cash adjustments			321	(18)
Cash flow from (used in) discontinued operations
Investment activities:
Intercompany transactions			(212)	(1,771)	[1]
Cash provided by (used in) continuing operations			(212)	(1,771)
Cash provided by (used in) discontinued operations
Cash provided by (used in) investment activities			(212)	(1,771)
Financing activities:
Intercompany dividends of HE sale proceeds				1,771
Intercompany dividends			212
Premium paid to retire debt
Cash provided by (used in) continuing operations			212	1,771
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities			212	1,771
SunGard Data Systems Inc.
Cash flow from operations:
Net income (loss)	23	(362)	(9)	(135)
Income (loss) from discontinued operations, net of tax		5		316
Income (loss) from continuing operations	23	(367)	(9)	(451)
Non cash adjustments			444	966
Changes in operating assets and liabilities			134	(89)
Cash flow from (used in) continuing operations			569	426
Cash flow from (used in) discontinued operations				(340)
Cash flow from (used in) operations			569	86
Investment activities:
Cash paid for acquired businesses, net of cash acquired			(1)	(10)
Cash paid for property and equipment, and software			(160)	(173)
Other investing activities			1	3
Cash provided by (used in) continuing operations			(160)	(180)
Cash provided by (used in) discontinued operations				1,758
Cash provided by (used in) investment activities			(160)	1,578
Financing activities:
Intercompany dividends of HE sale proceeds
Intercompany dividends
Net repayments of long-term debt			(246)	(1,744)
Premium paid to retire debt				(27)
Other financing activities			(18)	(19)
Cash provided by (used in) continuing operations			(264)	(1,790)
Cash provided by (used in) discontinued operations
Cash provided by (used in) financing activities			(264)	(1,790)
Effect of exchange rate changes on cash			(2)	5
Increase (decrease) in cash and cash equivalents			143	(121)
Beginning cash and cash equivalents			546	873
Ending cash and cash equivalents	$ 689	$ 752	$ 689	$ 752

[1] The intercompany cash transactions reflected above within investment activities largely reflect cash dividends or the return of capital, including the cash dividend of $1.8 billion from Guarantor Subsidiaries to Parent in connection with the sale of our Higher Education business.