##### Table of Contents





UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
    Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the fiscal year ended
    December 31, 2009oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934for the transition period
    from          to   Commission File Numbers:
  SunGard Capital Corp.

000-53653SunGard Capital Corp. II

000-53654SunGard 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

20-3059890Delaware

20-3060101Delaware

51-0267091(State of
    incorporation)

(I.R.S. Employer Identification
    No.)   680 East Swedesford Road, Wayne, Pennsylvania 19087
 (Address of principal executive
    offices, including zip code)
  484-582-2000
 (Telephone number, including
    area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
  Restricted Stock Units Granting Conditional Rights to Units
    Consisting of:
  Class A Common Stock of SunGard Capital Corp., par value
    $0.001 per share,
 Class L Common Stock of SunGard Capital Corp., par value
    $0.001 per share, and
 Preferred Stock of SunGard Capital Corp. II, par value $0.001
    per share
      SunGard Capital Corp.

Yes o     No þSunGard Capital Corp. II

Yes o     No þSunGard Data Systems Inc.

Yes o     No þ
     SunGard Capital Corp.

Yes o     No þSunGard Capital Corp. II

Yes o     No þSunGard Data Systems Inc.

Yes þ     No o




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SunGard Capital Corp.

Yes þ     No oSunGard Capital Corp. II

Yes þ     No oSunGard Data Systems Inc.

Yes o     No þ
   Regulation S-T
  SunGard Capital Corp.

Yes o     No oSunGard Capital Corp. II

Yes o     No oSunGard Data Systems Inc.

Yes o     No o
   Regulation S-K Form 10-K Form 10-K.
  SunGard
    Capital
    Corp. þ
    SunGard
    Capital Corp. II
    þ
    SunGard
    Data Systems Inc.
    þ  Rule 12b-2
  SunGard Capital Corp.

Large accelerated
    filer o.

Accelerated
    filer o.

Non-accelerated
    filer þ.

Smaller reporting
    company o.SunGard Capital Corp.II

Large accelerated
    filer o.

Accelerated
    filer o.

Non-accelerated
    filer þ.

Smaller reporting
    company o.SunGard Data Systems Inc.

Large accelerated
    filer o.

Accelerated
    filer o.

Non-accelerated
    filer þ.

Smaller reporting
    company o.   Rule 12b-2
  SunGard Capital Corp.

Yes o     No þSunGard Capital Corp. II

Yes o     No þSunGard Data Systems Inc.

Yes o     No þ
       SunGard Capital Corp.:

255,328,407 shares of Class A common stock and 28,369,759
    shares of Class L common stockSunGard Capital Corp. II:

100 shares of common stockSunGard Data Systems Inc.:

100 shares of common stock   DOCUMENTS INCORPORATED BY REFERENCE




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##### 





Table of
    Contents
   
 PageForward-Looking Statements


1PART IItem 1.

Business


2Overview


2Our Strengths


3Business Strategy


4Business Segment Overview


5Financial
    Systems


5Higher Education


7Public Sector


7Availability
    Services


7Acquisitions


9Product Development


9Marketing


9Brand and Intellectual Property


9Competition


10Employees


10Sustainable Development


11Item 1A.

Risk Factors


11Item 1B.

Unresolved Staff Comments


21Item 2.

Properties


21Item 3.

Legal Proceedings


21Item 4.

(Removed and Reserved)


21PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


21Item 6.

Selected Financial Data


21Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 7A.

Quantitative and Qualitative Disclosures About
    Market Risk


42Item 8.

Financial Statements and Supplementary Data


43Item 9.

Changes In and Disagreements With Accountants on
    Accounting and Financial Disclosure


92Item 9A(T).

Controls and Procedures


92Item 9B.

Other Information


92PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


92Item 11.

Executive Compensation


96Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


116Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


120Item 14.

Principal Accountant Fees and Services


121PART IVItem 15.

Exhibits and Financial Statement Schedules


122Signatures


123List of Exhibits


124Exhibit 10.9 - 401 N. Broad LeaseExhibit 10.11 - Amended & Restated 777 Central LeaseExhibit 10.14 - Amended & Restated 760 Washington LeaseExhibit 10.16 - Amendment to 410 Commerce LeaseExhibit 10.33 - Asser Weslock Employment AgreementExhibit 10.35 - Mullane Employment AgreementExhibit 10.37 - Amendment to Santos Employment AgreementExhibit 10.59 - Summary Description of Annual Executive Incentive Compensation ProgramExhibit 12.1 - Computation of Ratio of Earnings to Fixed ChargesExhibit 21.1 - Subsidiaries of the RegistrantsExhibit 23.1 - Consent of Independent Registered Public Accounting FirmExhibit 31.1 - 302 Certification - Chief Executive OfficerExhibit 31.2 - 302 Certification - Chief Financial OfficerExhibit 32.1 - 906 Certification - Chief Executive OfficerExhibit 32.2 - 906 Certification - Chief Financial Officer   i




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Explanatory
    Note
  Form 10-K
 Forward-Looking
    Statements  Form 10-K
 1




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##### Table of Contents



PART I  Item1.
    Business Overview        Our
    Segments
  Software & ProcessingFinancial Systems

Higher Education

Public Sector

Availability ServicesRevenue for the Year Ended December 31, 2009

 $3.1 billion

 $526 million

 $397 million

 $1.5 billionProduct and Service Offerings

   Specialized software and processing
    solutions that automate the mission-critical business processes
    associated with trading securities, managing portfolios and
    accounting for investment assets, and consulting and IT
    management services

   Specialized software and enterprise
    resource planning solutions, professional services, and
    consulting and IT management services to address the
    administrative, academic and community needs of higher education
    institutions

   Specialized software and enterprise
    resource planning and administrative solutions, public safety
    and justice solutions, K-12 student information solutions, and
    consulting and IT management services

   Recovery services and managed services,
    consulting, and business continuity management software that
    help companies maintain uninterrupted access to their
    mission-critical IT systemsNumber of Customers

 14,000

 1,600

 2,000

 10,000Primary Customers

   Financial services companies
       Corporate and government treasury
    departments
       Energy companies

   Higher education organizations around
    the world, including colleges, universities, campuses,
    foundations and state systems

   School districts
       Central, federal, state and local
    governments
       Public safety and justice agencies
       Not-for-profit organizations

   IT departments of large, medium and
    small companies across virtually all industries, primarily in
    North America and Europe     Form 10-K,
 2




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Our
    Strengths  Leading franchise in attractive
    industries.
  
    Leading industry positions.  We believe that,
    within the highly fragmented global market for financial
    services IT software and services, the majority of businesses
    within our FS segment are leaders in the sectors in which they
    participate. We believe that HE and PS are both leading
    providers of software and services to higher education
    institutions and the public sector, respectively, and that AS is
    the pioneer and a leading provider in the information
    availability services industry.
    Attractive industry dynamics.  While the
    economic crisis and resulting recession has had a negative
    impact on the sectors in which we operate, we believe that, over
    the long term, our primary market segments continue to have
    strong growth potential. We believe that our FS business will
    benefit from several key industry dynamics: the shift from
    internal to outsourced IT spending, the shift from
    infrastructure to application software spending, and the general
    increase in IT spending associated with increasing compliance
    and regulatory requirements and customers increasing need
    for real-time information. We anticipate that our HE and PS
    businesses will benefit from favorable growth dynamics in higher
    education and public safety and justice IT spending. We believe
    that our AS business will continue to benefit from favorable
    growth in the small and medium business sector as well as in the
    managed services industry. We believe that our strong
    relationships with our customers in the relatively fragmented
    software and processing sectors that we serve and our extensive
    experience and the significant total capital that we have
    invested in AS help us to maintain leading positions. We believe
    that these factors should provide us with competitive advantages
    and enhance our growth potential.  Highly attractive business model.
  
    Extensive portfolio of businesses with substantial recurring
    revenue.  With a large portfolio of proprietary
    services and products in each of our four business segments, we
    have a diversified and stable business. We estimate that
    approximately 90% of our revenue for the past three fiscal years
    was recurring in nature. With the exception of our broker/dealer
    business, we believe that our FS revenue is more insulated from
    changes in trading and transaction volumes than the financial
    services industry at large because our FS customers generally
    pay us monthly fees that are based on metrics such as number of
    accounts, trades or transactions, users or number of hours of
    service. Our portfolio of solutions and the largely recurring
    nature of our revenue across all four of our segments have
    reduced volatility in our revenue and income from operations.
    Diversified and stable customer base.  Our
    customer base is highly diversified with no single customer
    accounting for more than 9% of total revenue during any of the
    last three fiscal years. Our base of more than 25,000 customers
    includes most of the worlds largest financial services
    firms, a variety of other financial services firms, corporate
    and government treasury departments, energy companies, higher
    education institutions, school districts, local governments and
    not-for-profit
    organizations. Our AS business serves customers across virtually
    all industries. In addition, our track record of helping our
    customers improve their operational efficiency, achieve high
    levels of availability and address regulatory requirements
    results in stable, long-term customer relationships.
    Significant operating cash flow
    generation.  With strong operating margins and
    relatively moderate capital-expenditure and working-capital
    investment needs, we generate significant operating cash flow.
    Our strong cash flow allows us to meet our significant
    debt-service requirements and make discretionary investments to
    grow the business, both by investing in new products and
    services and through acquisitions.  Experienced management team with track record of success with
    proper incentives.
 3




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##### Table of Contents




    Long track record of operational
    excellence.  We have a solid track record of
    performance consistent with internal financial targets. Our
    experienced senior executive officers have proven capabilities
    in both running a global business and managing numerous
    applications that are important to our customers. Our FS
    solutions account for and manage over $25 trillion in investment
    assets and process over 5 million transactions per day. In
    our HE business, 1,600 organizations including colleges,
    universities, campuses, foundations and state systems rely on
    our solutions. Our PS products are used by agencies that serve
    more than 140 million citizens in North America and
    40 million citizens in the UK. Our AS business has had a
    100% success rate in supporting customer recoveries since our
    inception.
    Successful, disciplined acquisition
    program.  To complement our organic growth, we
    have a highly disciplined program to identify, evaluate, execute
    and integrate acquisitions. We have completed over 170
    acquisitions and overall have improved the operating performance
    of acquired businesses. Our ongoing acquisition program has
    contributed significantly to our long-term growth and success.
    Experienced and committed management team.  Our
    executive officers have on average more than 15 years of
    industry experience. Our senior managers have committed
    significant personal capital to our Company in connection with
    the Transaction. Business
    Strategy    Expand our industry-leading franchise.
  
    Enhance our product and service offerings.  We
    continually support, upgrade and enhance our systems to
    incorporate new technology and meet the needs of our customers
    for increased operational efficiency and resilience. Our strong
    base of recurring revenue drives high operating margins that
    allow us to consistently reinvest in our products and services.
    In 2009 and 2008, software development expenses were 7% and 8%,
    respectively, of revenue from software and processing solutions.
    We continue to introduce innovative products and services in all
    four of our business segments. We believe that our focus on
    product enhancement and innovation will help us to increase our
    penetration of existing and new customers.
    Extend our strong customer relationships.  We
    focus on developing trusted, mutually beneficial, long-term
    relationships with our customers. We look to maximize
    cross-selling opportunities, increase our share of our
    customers total IT spending and maintain a high level of
    customer satisfaction. Our global account management program
    allows us to present a single face to our larger FS customers as
    well as better target potential cross-selling opportunities.
    Acquire and integrate complementary
    businesses.  We seek opportunistically to acquire
    businesses that broaden our existing product and service
    offerings, expand our customer base and strengthen our
    leadership positions, especially within the fragmented FS, HE
    and PS markets, and that will provide us with a suitable return
    on investment. Before committing to an acquisition, we devote
    significant resources to due diligence and to developing a
    post-acquisition integration plan, including the identification
    and quantification of potential cost savings and synergies.  Continue to enhance our attractive business
    model.
 4




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
    Increase our recurring revenue base.  We strive
    to generate a high level of recurring revenue and stable cash
    flow from operations. We charge customers monthly subscription
    fees under multi-year contracts, and we continue to prefer such
    contracts because they offer high levels of revenue stability
    and visibility. Moreover, we believe that our high quality
    services and customized solutions help increase the level of
    integration and efficiency for our customers and reduce customer
    defections to other vendors or to in-house solutions.
    Implement incremental operational
    improvements.  We have identified opportunities to
    further increase revenue, reduce costs and improve cash flow
    from operations. These include the global account management
    program within FS, which stimulates cross-selling opportunities
    and enhances relationship management at our largest customers;
    the combination of our consulting services and technology
    services business units to form a global services organization
    which offers a broader range of services to our customers
    leveraging a global delivery model; the introduction of a
    customer relationship management system to enhance sales force
    automation in our AS business; the implementation of a
    software-as-a-service (SaaS) application development framework
    to help accelerate
    time-to-market
    and achieve flexible delivery of software solutions; and the
    consolidation of data centers within FS.  Enhance our performance-based culture.
 Business
    Segment Overview Financial
    Systems        Americas Division:
  International Division:
 5




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Alternative Investments:
  Banks:
  Corporations: end-to-end
  Brokerage & Clearance: front-to-back
  Capital Markets & Investment
    Banking:
  Global Services:
  Global Trading:
  Institutional Asset Management:
  Insurance:
 6




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Trading:
  Wealth Management: high-net code-of-ethics
 Higher
    Education   Public
    Sector   Availability
    Services   7




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end-to-end
  Recovery Services:
  Managed Services: day-to-day
  Consulting Services:
  Business Continuity Management Software:
 8




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Acquisitions      Acquired Company/Business

Date Acquired

DescriptionPerformance Pathways, Inc.

03/01/09

Student assessment and curriculum solutions for K-12 school
    districts.Genix Systems AG

04/01/09

Integrated CRM solution primarily for private banking in
    Switzerland and Luxembourg.Ice Risk

05/04/09

Front-end real-time risk solution for commodities marketplace.  Product
    Development     Marketing   Brand and
    Intellectual Property    case-by-case
 9




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Competition    Financial Systems.
  Higher Education and Public Sector.
  Availability Services.
 Employees   10




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Sustainable
    Development    http://sungard.com/aboutsungard/corporateresponsibility.aspx.
    Item 1A.
    Risk
    Factors  Form 10-K
  
    our high degree of debt-related leverage;
    general economic and market conditions;
    the condition of the financial services industry, including the
    effect of any further consolidation among financial services
    firms;
    the integration of acquired businesses, the performance of
    acquired businesses, and the prospects for future acquisitions;
    the effect of war, terrorism, natural disasters or other
    catastrophic events;
    the effect of disruptions to our systems and infrastructure; 11




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
    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 clearing broker
    operations;
    the ability to retain and attract customers and key personnel;
    risks relating to the foreign countries where we transact
    business;
    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 tax provision or the adoption of
    new tax legislation.  Form 10-K.
  Risks
    Related to Our Indebtedness
  Our
    substantial leverage could adversely affect our ability to raise
    additional capital to fund our operations, limit our ability to
    react to changes in the economy or our industry, expose us to
    interest rate risk to the extent of our variable rate debt and
    prevent us from meeting our debt obligations.
      
    making it more difficult for us to make payments on our debt
    obligations;
    increasing our vulnerability to general economic and industry
    conditions;
    requiring a substantial portion of cash flow from operations to
    be dedicated to the payment of principal and interest on our
    indebtedness, therefore reducing our ability to use our cash
    flow to fund our operations, capital expenditures and future
    business opportunities;
    exposing us to the risk of increased interest rates as certain
    of our borrowings, including borrowings under our senior secured
    credit facilities, are at variable rates of interest;
    restricting us from making acquisitions or causing us to make
    non-strategic divestitures;
    limiting our ability to obtain additional financing for working
    capital, capital expenditures, product development, debt service
    requirements, acquisitions and general corporate or other
    purposes; and
    limiting our ability to adjust to changing market conditions and
    placing us at a competitive disadvantage compared to our
    competitors who are less highly leveraged.   12




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Our debt
    agreements contain restrictions that limit our flexibility in
    operating our business.
    
    incur additional indebtedness or issue certain preferred shares;
    pay dividends on, repurchase or make distributions in respect of
    our capital stock or make other restricted payments;
    make certain investments;
    sell certain assets;
    create liens;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets; and
    enter into certain transactions with our affiliates.      Risks
    Related to Our Business
  Our
    business depends largely on the economy and financial markets,
    and a slowdown or downturn in the economy or financial markets
    could adversely affect our business and results of
    operations.
    Our
    business depends to a significant degree on the financial
    services industry, and a weakening of, or further consolidation
    in, the financial services industry could adversely affect our
    business and results of operations.
   13




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Our
    acquisition program is an important element of our strategy but,
    because of the uncertainties involved, this program may not be
    successful and we may not be able to successfully integrate and
    manage acquired businesses.
    
    we may have to devote unanticipated financial and management
    resources to acquired businesses;
    we may not be able to realize expected operating efficiencies or
    product integration benefits from our acquisitions;
    we may have to write off goodwill or other intangible
    assets; and
    we may incur unforeseen obligations or liabilities (including
    assumed liabilities not fully indemnified by the seller) in
    connection with acquisitions.  If we are
    unable to identify suitable acquisition candidates and
    successfully complete acquisitions, our growth may be adversely
    affected.
    
    we may not be able to find suitable businesses to acquire at
    affordable valuations or on other acceptable terms;
    we may face competition for acquisitions from other potential
    acquirers, some of whom may have greater resources than us or
    may be less highly leveraged, or from the possibility of an
    acquisition target pursuing an initial public offering of its
    stock;
    we may have to incur additional debt to finance future
    acquisitions as we have done in the past and no assurance can be
    given as to whether, and on what terms, such additional debt
    will be available; and
    we may find it more difficult or costly to complete acquisitions
    due to changes in accounting, tax, securities or other
    regulations.  Catastrophic
    events may disrupt or otherwise adversely affect the markets in
    which we operate, our business and our profitability.
   14




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Our
    application service provider systems may be subject to
    disruptions that could adversely affect our reputation and our
    business.
    Because
    the sales cycle for our software is typically lengthy and
    unpredictable, our results may fluctuate from period to
    period.
    Rapid
    changes in technology and our customers businesses could
    adversely affect our business and financial results.
    
    update our products and services and to develop new products
    fast enough to meet our customers needs;
    make some features of our products and services work effectively
    and securely over the Internet;
    integrate more of our FS solutions; 15




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
    update our products and services to keep pace with business,
    regulatory and other developments in the financial services
    industry, where many of our customers operate; and
    update our services to keep pace with advancements in hardware,
    software and telecommunications technology.    Customers
    taking their information availability solutions in-house may
    continue to create pressure on our organic revenue growth
    rate.
    The trend
    toward information availability solutions utilizing more single
    customer dedicated resources likely will lower our overall
    operating margin rate over time.
    Our
    brokerage operations are highly regulated and are riskier than
    our other businesses.
  cease-and-desist
   16




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We could
    lose revenue due to fiscal funding or
    termination for convenience clauses in certain
    customer contracts, especially in our HE and PS
    businesses.
    If we
    fail to comply with government regulations in connection with
    our business or providing technology services to certain
    financial institutions, our business and results of operations
    may be adversely affected.
    and/or
  If we are
    unable to retain or attract customers, our business and
    financial results will be adversely affected.
   17




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If we
    fail to retain key employees, our business may be
    harmed.
    We are
    subject to the risks of doing business
    internationally.
    
    changes in a specific countrys or regions political
    and cultural climate or economic condition;
    unexpected changes in foreign laws and regulatory requirements;
    difficulty of effective enforcement of contractual provisions in
    local jurisdictions;
    inadequate intellectual property protection in foreign countries;
    trade-protection measures, import or export licensing
    requirements such as Export Administration Regulations
    promulgated by the U.S. Department of Commerce and fines,
    penalties or suspension or revocation of export privileges;
    the effects of applicable foreign tax law and potentially
    adverse tax law changes;
    significant adverse changes in foreign currency exchange rates;
    longer accounts receivable cycles;
    managing a geographically dispersed workforce; and
    difficulties associated with repatriating cash in a
    tax-efficient manner.    The
    private equity firms that acquired the Company
    (Sponsors) control us and may have conflicts of
    interest with us.
   18




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If we are
    unable to protect our proprietary technologies and defend
    infringement claims, we could lose one of our competitive
    advantages and our business could be adversely
    affected.
       19




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Defects,
    design errors or security flaws in our products could harm our
    reputation and expose us to potential liability.
      A
    material weakness in our internal controls could have a material
    adverse affect on us.
    Unanticipated
    changes in our tax provision or the adoption of new tax
    legislation could affect our profitability or cash
    flow.
    20




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Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities      Item 6.
    Selected
    Financial Data  SunGard
    Capital Corp.
    (1)
  For the period fromAugust 11, 2005 throughIncome Statement Data
    (2) (3)

December 31,
    2005(1)

2006

2007

2008

2009(In millions)Revenue

$
1,631


$
4,323


$
4,901


$
5,596


$
5,508Income (loss) from operations


198



532



630



469



(576
)Net loss


(29
)


(116
)


(60
)


(242
)


(1,117
)   Balance Sheet Data
    (2)

2005

2006

2007

2008

2009(In millions)Total assets

$
14,589


$
14,682


$
14,842


$
15,778


$
13,980Total short-term and long-term debt


7,429



7,439



7,485



8,875



8,315Equity


3,389



3,394



3,384



2,869



1,914   21




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SunGard
    Capital Corp. II
    (1)
  For the period fromAugust 11, 2005 throughIncome Statement Data
    (2) (3)

December 31,
    2005(1)

2006

2007

2008

2009(In millions)Revenue

$
1,631


$
4,323


$
4,901


$
5,596


$
5,508Income (loss) from operations


198



532



631



470



(576
)Net loss


(29
)


(118
)


(60
)


(242
)


(1,118
)   Balance Sheet
    Data(2)

2005

2006

2007

2008

2009(In millions)Total assets

$
14,587


$
14,673


$
14,840


$
15,778


$
13,980Total short-term and long-term debt


7,429



7,439



7,485



8,875



8,315Stockholders equity


3,521



3,524



3,505



3,011



2,026   SunGard
    Data Systems Inc.
  Predecessor


SuccessorJanuary 1


August 11

Combined(1)through


through

Year EndedAugust 10,


December 31,

December 31,

SuccessorIncome Statement
    Data(2)(3)

2005


2005

2005

2006

2007

2008

2009(In millions)Revenue

$
2,371



$
1,631


$
4,002


$
4,323


$
4,901


$
5,596


$
5,508Income (loss) from operations


296




197



493



532



631



470



(576
)Net income (loss)


146




(29
)


117



(118
)


(60
)


(242
)


(1,118
)   SuccessorBalance Sheet
    Data(2)

2005

2006

2007

2008

2009(In millions)Total assets

$
14,587


$
14,671


$
14,840


$
15,778


$
13,980Total short-term and long-term debt


7,429



7,439



7,485



8,875



8,315Stockholders equity


3,572



3,574



3,556



3,063



2,067     (1)
    
    SunGard Capital Corp. (SCC) and SunGard Capital
    Corp. II (SCCII) were created in 2005 for the
    purpose of acquiring SunGard Data Systems Inc.
    (SunGard) which occurred on August 11, 2005
    (the Transaction). SunGards combined results
    for the year ended December 31, 2005 represent the addition
    of the Predecessor period from January 1, 2005 through
    August 10, 2005 and the Successor period from
    August 11, 2005 through December 31, 2005. This
    combination does not comply with generally accepted accounting
    principles or with the rules for pro forma presentation, but is
    presented because we believe it provides the most meaningful
    comparison of our results.(2)
    
    Includes the effect of business acquisitions and dispositions
    from the date of each event. There were eleven acquisitions in
    2005, ten acquisitions in 2006, eleven acquisitions in 2007, six
    acquisitions in 2008 and three acquisitions in 2009. Three
    businesses were sold in 2006, four businesses were sold in 2008
    and two businesses were sold in 2009.(3)
    
    The period from January 1, 2005 through August 10,
    2005 includes $59 million of accounting, investment
    banking, legal and other costs associated with the Transaction
    and the abandoned spin-off of SunGard Availability Services as
    well as $59 million resulting from the acceleration of
    vesting of stock options and restricted stock.The period from August 11, 2005 through December 31,
    2005 includes $18 million consisting primarily of payroll
    taxes and certain compensation expenses related to the
    Transaction. 22




---



##### Table of Contents



2007 includes expense of $28 million associated with the
    early retirement of the $400 million of senior floating
    rate notes due 2013, of which $19 million represented the
    retirement premium paid to noteholders.2008 includes a goodwill impairment charge of $128 million,
    intangible asset write-offs of $67 million and foreign
    currency losses and unused alternative financing commitment fees
    associated with the acquisition of GL TRADE S.A. of
    $17 million.2009 includes a goodwill impairment charge of $1.13 billion
    and intangible asset write-offs of $35 million.See Notes 1, 2 and 6 of Notes to Consolidated Financial
    Statements.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
  not-for-profit
             23




---



##### Table of Contents



Global
    Economic Conditions
        Use of
    Estimates and Critical Accounting Policies
    Intangible
    Assets and Purchase Accounting
       24




---



##### Table of Contents



25




---



##### Table of Contents



Revenue
    Recognition
  and/or
        Accounting
    for Income Taxes
   26




---



##### Table of Contents



Accounting
    for Stock-Based Compensation
    Results
    of Operations
   27




---



##### Table of Contents



Percent








PercentIncrease








Increase2007


2008


(Decrease)


2009


(Decrease)% of





% of


2008 vs.





% of


2009 vs.Revenue





Revenue


2007





Revenue


2008(In millions)RevenueFinancial systems (FS)

$
2,500



51
%

$
3,078



55
%


23
%

$
3,068



56
%



%Higher education (HE)


543



11
%


540



10
%


(1
)%


526



10
%


(3
)%Public sector systems (PS)


410



8
%


411



7
%



%


397



7
%


(3
)%Software & processing solutions


3,453



70
%


4,029



72
%


17
%


3,991



72
%


(1
)%Availability services (AS)


1,448



30
%


1,567



28
%


8
%


1,517



28
%


(3
)%$
4,901



100
%

$
5,596



100
%


14
%

$
5,508



100
%


(2
)%Costs and ExpensesCost of sales and direct operating

$
2,268



46
%

$
2,744



49
%


21
%

$
2,709



49
%


(1
)%Sales, marketing and administration


1,043



21
%


1,152



21
%


10
%


1,112



20
%


(3
)%Product development


271



6
%


308



6
%


14
%


302



5
%


(2
)%Depreciation and amortization


251



5
%


278



5
%


11
%


291



5
%


5
%Amortization of acquisition- related intangible assets


438



9
%


515



9
%


18
%


540



10
%


5
%Goodwill impairment charge and merger costs







%


130



2
%



%


1,130



21
%


769
%$
4,271



87
%

$
5,127



92
%


20
%

$
6,084



110
%


19
%Income from operationsFinancial
    systems(1)

$
525



21
%

$
608



20
%


16
%

$
618



20
%


2
%Higher
    education(1)


143



26
%


130



24
%


(9
)%


138



26
%


6
%Public sector
    systems(1)


84



20
%


79



19
%


(6
)%


77



19
%


(3
)%Software & processing
    solutions(1)


752



22
%


817



20
%


9
%


833



21
%


2
%Availability
    services(1)


428



30
%


443



28
%


4
%


380



25
%


(14
)%Corporate administration


(55
)


(1
)%


(51
)


(1
)%


7
%


(57
)


(1
)%


(12
)%Amortization of acquisition- related intangible assets


(438
)


(9
)%


(515
)


(9
)%


(18
)%


(540
)


(10
)%


(5
)%Goodwill impairment charge







%


(128
)


(2
)%



%


(1,126
)


(20
)%


(780
)%Stock Compensation expense


(32
)


(1
)%


(35
)


(1
)%


(9
)%


(33
)


(1
)%


6
%Merger costs and other
    items(2)


(25
)


(1
)%


(62
)


(1
)%


(148
)%


(33
)


(1
)%


47
%Income from operations

$
630



13
%

$
469



8
%


(26
)%

$
(576
)


(10
)%


(223
)%     (1)
    
    Percent of revenue is calculated as a percent of revenue from
    FS, HE, PS, Software & Processing Solutions, and AS,
    respectively.(2)
    
    Merger costs and other items include merger costs, management
    fees paid to the Sponsors, purchase accounting adjustments,
    including in 2008 certain acquisition-related compensation
    expense, and, in 2007, an unfavorable arbitration award related
    to a customer dispute, partially offset in each year by
    capitalized software development costs. 28




---



##### Table of Contents



Percent








PercentIncrease








Increase2007


2008


(Decrease)


2009


(Decrease)% of





% of


2008 vs.





% of


2009 vs.Revenue





Revenue


2007





Revenue


2008(In millions)Financial SystemsServices

$
2,155



44
%

$
2,737



49
%


27
%

$
2,737



50
%



%License and resale fees


232



5
%


229



4
%


(1
)%


197



4
%


(14
)%Total products and services


2,387



49
%


2,966



53
%


24
%


2,934



53
%


(1
)%Reimbursed expenses


113



2
%


112



2
%


(1
)%


134



2
%


20
%$
2,500



51
%

$
3,078



55
%


23
%

$
3,068



56
%



%Higher EducationServices

$
435



9
%

$
453



8
%


4
%

$
439



8
%


(3
)%License and resale fees


98



2
%


77



1
%


(21
)%


79



1
%


3
%Total products and services


533



11
%


530



9
%


(1
)%


518



9
%


(2
)%Reimbursed expenses


10




%


10




%



%


8




%


(20
)%$
543



11
%

$
540



10
%


(1
)%

$
526



10
%


(3
)%Public Sector SystemsServices

$
348



7
%

$
349



6
%



%

$
289



5
%


(17
)%License and resale fees


58



1
%


57



1
%


(2
)%


104



2
%


82
%Total products and services


406



8
%


406



7
%



%


393



7
%


(3
)%Reimbursed expenses


4




%


5




%


25
%


4




%


(20
)%$
410



8
%

$
411



7
%



%

$
397



7
%


(3
)%Software & Processing SolutionsServices

$
2,938



60
%

$
3,539



63
%


20
%

$
3,465



63
%


(2
)%License and resale fees


388



8
%


363



6
%


(6
)%


380



7
%


5
%Total products and services


3,326



68
%


3,902



70
%


17
%


3,845



70
%


(1
)%Reimbursed expenses


127



3
%


127



2
%



%


146



3
%


15
%$
3,453



70
%

$
4,029



72
%


17
%

$
3,991



72
%


(1
)%Availability ServicesServices

$
1,426



29
%

$
1,544



28
%


8
%

$
1,496



27
%


(3
)%License and resale fees


8




%


6




%


(25
)%


4




%


(33
)%Total products and services


1,434



29
%


1,550



28
%


8
%


1,500



27
%


(3
)%Reimbursed expenses


14




%


17




%


21
%


17




%



%$
1,448



30
%

$
1,567



28
%


8
%

$
1,517



28
%


(3
)%Total RevenueServices

$
4,364



89
%

$
5,083



91
%


16
%

$
4,961



90
%


(2
)%License and resale fees


396



8
%


369



7
%


(7
)%


384



7
%


4
%Total products and services


4,760



97
%


5,452



97
%


15
%


5,345



97
%


(2
)%Reimbursed expenses


141



3
%


144



3
%


2
%


163



3
%


13
%$
4,901



100
%

$
5,596



100
%


14
%

$
5,508



100
%


(2
)%  29




---



##### Table of Contents



Year
    Ended December 31, 2009 Compared to Year Ended
    December 31, 2008
  Income
    from Operations:
    Financial
    Systems:
      
    the level of trading volumes,
    the level of IT spending and its impact on the overall demand
    for professional services and software license sales,
    the rate and value of contract renewals, new contract signings
    and contract terminations,
    the overall condition of the financial services industry and the
    effect of any further consolidation among financial services
    firms, and
    the operating margins of recently acquired businesses, which
    tend to be lower at the outset and improve over a number of
    years.  Higher
    Education:
      
    the rate and value of contract renewals, new contract signings
    and contract terminations,
    the level of government funding and endowments, and
    the level of IT spending and its impact on the overall demand
    for professional services and software license sales.  Public
    Sector:
      
    the rate and value of contract renewals, new contract signings
    and contract terminations,
    the level of government and school district funding, and
    the level of IT spending and its impact on the overall demand
    for professional services and software license sales. 30




---



##### Table of Contents



Availability
    Services:
      
    the rate and value of contract renewals, new contract signings
    and contract terminations,
    the timing and magnitude of equipment and facilities
    expenditures,
    the level and success of new product development, and
    the trend toward availability solutions utilizing more dedicated
    resources.    Revenue:
           31




---



##### Table of Contents



Financial
    Systems:
      market-wide broker/dealers
  Higher
    Education:
    Public
    Sector:
    Availability
    Services:
    Costs and
    Expenses:
         32




---



##### Table of Contents



Year
    Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Income
    from Operations:
    Financial
    Systems:
    Higher
    Education:
   33




---



##### Table of Contents



Public
    Sector:
    Availability
    Services:
    Revenue:
          Financial
    Systems:
      Higher
    Education:
    Public
    Sector:
    Availability
    Services:
   34




---



##### Table of Contents



Costs and
    Expenses:
                      Liquidity
    and Capital Resources:
  broker/dealer
   35




---



##### Table of Contents



Senior Secured Credit Facility:Secured revolving credit facility of %

$
Term loans, tranche A, effective interest rate of 3.24%


1,506Term loans, tranche B, effective interest rate of 6.79%


2,717Incremental term loan, effective interest rate of 6.75%


494Total Senior Secured Credit Facility


4,717Senior Notes due 2014 at 4.875%, net of discount of $16


234Senior Notes due 2013 at 9.125%


1,600Senior Subordinated Notes due 2015 at 10.25%


1,000Senior Notes due 2015 at 10.625%, net of discount of $5


495Secured accounts receivable facility, effective interest rate of
    7.5%


250Other, primarily acquisition purchase price and capital lease
    obligations


198,315Short-term borrowings and current portion of long-term debt


(64
)Long-term debt

$
8,251      36




---



##### Table of Contents



InterestNotional


Interest Rate


RateInception

Maturity


Amount


Paid


Received(In millions)February 2006


February 2011


$
800



5.00
%


LIBORJanuary 2008


February 2011


$
750



3.17
%


LIBORFebruary 2008


February 2010


$
750



2.71
%


LIBORJanuary / February 2009


February 2012


$
1,200



1.78
%


LIBORTotal/Weighted average interest rate





$
3,500



3.01
%   3-year
         37




---



##### Table of Contents



2015Total


2010


2011 - 2012


2013 - 2014


and AfterShort-term and long-term
    debt(1)

$
8,315


$
64


$
350


$
3,830


$
4,071Interest
    payments(2)


2,898



567



1,016



904



411Operating leases


1,373



211



338



253



571Purchase
    obligations(3)


288



118



107



58



5$
12,874


$
960


$
1,811


$
5,045


$
5,058     (1)
    
    The senior notes due 2014 and the senior notes due 2015 are
    recorded at $234 million and $495 million,
    respectively, as of December 31, 2009, reflecting the
    remaining unamortized discount. The $21 million discount at
    December 31, 2009 will be amortized and included in
    interest expense over the remaining periods to maturity.(2)
    
    Interest payments consist of interest on both fixed-rate and
    variable-rate debt. Variable-rate debt consists primarily of the
    Tranche A secured term loan facility ($1,506 million
    at 3.24%), the Tranche B secured term loan facility
    ($2,717 million at 6.79%), the Incremental Term Loan
    ($494 million at 6.75%) and the secured accounts receivable
    facility ($250 million at 7.5%), each as of
    December 31, 2009. See Note 5 to Notes to Consolidated
    Financial Statements. The swap agreements entered into in early
    2010 will increase the amount of interest payments in the table
    above by $4 million in 2010, $15 million in
    2011-2012,
    and $4 million in 2013.(3)
    
    Purchase obligations include our estimate of the minimum
    outstanding obligations under noncancelable commitments to
    purchase goods or services.      Covenant
    Compliance
    
    incur additional indebtedness or issue certain preferred shares,
    pay dividends on, repurchase or make distributions in respect of
    our capital stock or make other restricted payments,
    make certain investments,
    sell certain assets,
    create liens,
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets, and
    enter into certain transactions with our affiliates.   38




---



##### Table of Contents



39




---



##### Table of Contents



Year Ended December 31,2007


2008


2009(In millions)Net loss

$
(60
)

$
(242
)

$
(1,118
)Interest expense, net


626



581



630Taxes


(3
)


38



(73
)Depreciation and amortization


689



793



831Goodwill impairment charge






128



1,126EBITDA


1,252



1,298



1,396Purchase accounting
    adjustments(1)


14



39



17Non-cash
    charges(2)


37



35



36Restructuring and other
    charges(3)


43



68



42Acquired EBITDA, net of disposed
    EBITDA(4)


12



57



Pro forma expense savings related to
    acquisitions(5)






17



3Other(6)


38



76



5Adjusted EBITDA  Senior Secured Credit Facilities


1,396



1,590



1,499Loss on sale of
    receivables(7)


29



25



Adjusted EBITDA  Senior Notes due 2013 and 2015 and
    Senior Subordinated Notes due 2015

$
1,425


$
1,615


$
1,499     (1)
    
    Purchase accounting adjustments include the adjustment of
    deferred revenue and lease reserves to fair value at the dates
    of the Transaction and subsequent acquisitions made by the
    Company and certain acquisition-related compensation expense.(2)
    
    Non-cash charges include stock-based compensation (see
    Note 9 of Notes to Consolidated Financial Statements) and
    loss on the sale of assets.(3)
    
    Restructuring and other charges include debt refinancing costs,
    severance and related payroll taxes, reserves to consolidate
    certain facilities, an unfavorable arbitration award related to
    a customer dispute, settlements with former owners of acquired
    companies, an insurance recovery and other expenses associated
    with acquisitions made by the Company.(4)
    
    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.(5)
    
    Pro forma adjustments represent the full-year impact of savings
    resulting from post-acquisition integration activities.(6)
    
    Other includes gains or losses related to fluctuation of foreign
    currency exchange rates impacting the foreign-denominated debt,
    management fees paid to the Sponsors and franchise and similar
    taxes reported in operating expenses, partially offset by
    certain charges relating to the off-balance sheet accounts
    receivable securitization facility (terminated in December 2008).(7)
    
    The loss on sale of receivables under the off-balance sheet
    accounts receivable securitization facility (terminated in
    December 2008) is added back in calculating Adjusted EBITDA
    for purposes of the indentures governing the senior notes due
    2013 and 2015 and the senior subordinated notes due 2015 but is
    not added back in calculating Adjusted EBITDA for purposes of
    the senior secured credit facilities. 40




---



##### Table of Contents



CovenantRequirements

Actual RatiosSenior secured credit
    facilities(1)Minimum Adjusted EBITDA to consolidated interest expense ratio


1.70
x


2.60
xMaximum total debt to Adjusted EBITDA


6.25
x


4.99
xSenior Notes due 2013 and 2015 and Senior Subordinated Notes due
    2015(2)Minimum Adjusted EBITDA to fixed charges ratio required to incur
    additional debt pursuant to ratio provisions


2.00
x


2.54
x     (1)
    
    SunGards senior secured credit facilities require us to
    maintain an Adjusted EBITDA to consolidated interest expense
    ratio starting at a minimum of 1.70x for the four-quarter period
    ended December 31, 2009 and increasing over time to 1.80x
    by the end of 2010 and 2.20x by the end of 2013. Consolidated
    interest expense is defined in the senior secured credit
    facilities as consolidated cash interest expense less cash
    interest income further adjusted for certain noncash or
    nonrecurring interest expense. Beginning with the four-quarter
    period ending December 31, 2009, we are required to
    maintain a consolidated total debt to Adjusted EBITDA ratio of
    6.25x and decreasing over time to 5.75x by the end of 2011 and
    to 4.75x by the end of 2013. Consolidated total debt is defined
    in the senior secured credit facilities as total debt less
    certain indebtedness and further adjusted for cash and cash
    equivalents on our balance sheet in excess of $50 million.
    Failure to satisfy these ratio requirements would constitute a
    default under the senior secured credit facilities. If our
    lenders failed to waive any such default, our repayment
    obligations under the senior secured credit facilities could be
    accelerated, 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 our ability to incur up to
    an aggregate principal amount of $5.75 billion under credit
    facilities (inclusive of amounts outstanding under our senior
    credit facilities from time to time; as of December 31,
    2009, we had $4.72 billion outstanding under our term loan
    facilities and available commitments of $804 million under
    our 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 2013 and 2015 and the Senior Subordinated Notes due 2015 as
    consolidated interest expense less interest income, adjusted for
    acquisitions, and further adjusted for noncash interest.  Effect of
    Recent Accounting Pronouncements:
   41




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk         42




---



##### Table of Contents



Item 8.
    Financial
    statements and Supplementary Data  SunGard
    Capital Corp.
    SunGard Capital Corp. II
    SunGard Data Systems Inc.
  Index to
    Consolidated Financial Statements
  Managements Report on Internal Control Over
    Financial Reporting


44Reports of Independent Registered Public
    Accounting Firm


45SunGard Capital Corp.Consolidated Balance Sheets


47Consolidated Statements of Operations


48Consolidated Statements of Cash Flows


49Consolidated Statement of Changes in Equity


50SunGard Capital Corp. IIConsolidated Balance Sheets


52Consolidated Statements of Operations


53Consolidated Statements of Cash Flows


54Consolidated Statement of Changes in
    Stockholders Equity


55SunGard Data Systems Inc.Consolidated Balance Sheets


56Consolidated Statements of Operations


57Consolidated Statements of Cash Flows


58Consolidated Statement of Changes in
    Stockholders Equity


59Notes to Consolidated Financial Statements


60  43




---



##### Table of Contents



Managements
    Report on Internal Control Over Financial Reporting         44




---



##### Table of Contents



Reports
    of Independent Registered Public Accounting Firm                       45




---



##### Table of Contents



46




---



##### Table of Contents



SunGard
    Capital Corp.



Consolidated
    Balance Sheets  December 31,


December 31,2008


2009(In millions except share and per-share amounts)ASSETSCurrent:Cash and cash equivalents

$
975


$
664Trade receivables, less allowance for doubtful accounts of $15
    and $49


701



955Earned but unbilled receivables


81



181Prepaid expenses and other current assets


122



189Clearing broker assets


309



332Retained interest in accounts receivable sold


285



Deferred income taxes


22



22Total current assets


2,495



2,343Property and equipment, less accumulated depreciation of $689
    and $936


898



925Software products, less accumulated amortization of $793 and
    $1,091


1,159



1,020Customer base, less accumulated amortization of $668 and $954


2,616



2,294Other intangible assets, less accumulated amortization of $29
    and $24


207



195Trade name, less accumulated amortization of $4 and $10


1,075



1,025Goodwill


7,328



6,178Total Assets

$
15,778


$
13,980Liabilities and EquityCurrent:Short-term and current portion of long-term debt

$
322


$
64Accounts payable


87



72Accrued compensation and benefits


314



319Accrued interest expense


159



146Other accrued expenses


409



412Clearing broker liabilities


310



294Deferred revenue


977



1,040Total current liabilities


2,578



2,347Long-term debt


8,553



8,251Deferred income taxes


1,595



1,318Total liabilities


12,726



11,916Commitments and contingenciesNoncontrolling interest in preferred stock of SCCII subject to a
    put option


60



51Class L common stock subject to a put option


111



88Class A common stock subject to a put option


12



11Stockholders equity:Class L common stock, convertible, par value $.001 per
    share; cumulative 13.5% per annum, compounded quarterly;
    aggregate liquidation preference of $3,612 million and
    $4,151 million; 50,000,000 shares authorized,
    28,472,965 and 28,613,930 shares issued






Class A common stock, par value $.001 per share;
    550,000,000 shares authorized, 256,260,680 and
    257,529,758 shares issued






Capital in excess of par value


2,613



2,678Treasury stock, 208,071 and 248,414 shares of Class L
    common stock; and 1,873,932 and 2,239,549 shares of
    Class A common stock


(24
)


(27
)Accumulated deficit


(912
)


(2,209
)Accumulated other comprehensive income


(219
)


(121
)Total SunGard Capital Corp. stockholders equity


1,458



321Noncontrolling interest in preferred stock of SCCII


1,411



1,593Total equity


2,869



1,914Total Liabilities and Equity

$
15,778


$
13,980    47




---



##### Table of Contents



SunGard
    Capital Corp.



Consolidated
    Statements of Operations  Year Ended December 31,2007


2008


2009(In millions)Revenue:Services

$
4,364


$
5,083


$
4,961License and resale fees


396



369



384Total products and services


4,760



5,452



5,345Reimbursed expenses


141



144



1634,901



5,596



5,508Costs and expenses:Cost of sales and direct operating


2,268



2,744



2,709Sales, marketing and administration


1,043



1,152



1,112Product development


271



308



302Depreciation and amortization


251



278



291Amortization of acquisition-related intangible assets


438



515



540Goodwill impairment charge and merger costs






130



1,1304,271



5,127



6,084Income (loss) from operations


630



469



(576
)Interest income


20



18



7Interest expense and amortization of deferred financing fees


(645
)


(599
)


(637
)Other income (expense)


(68
)


(93
)


15Loss before income taxes


(63
)


(205
)


(1,191
)Benefit from (provision for) income taxes


3



(37
)


74Net loss


(60
)


(242
)


(1,117
)Income attributable to the noncontrolling interest (including
    $2 million, $4 million, and $5 million in
    temporary equity)


(139
)


(157
)


(180
)Net loss attributable to SunGard Capital Corp.

$
(199
)

$
(399
)

$
(1,297
)    48




---



##### Table of Contents



SunGard
    Capital Corp.



Consolidated
    Statements of Cash Flows  Year Ended December 31,2007


2008


2009(In millions)Cash flow from operations:Net loss

$
(60
)

$
(242
)

$
(1,117
)Reconciliation of net loss to cash flow from operations:Depreciation and amortization


689



793



831Goodwill impairment charge






128



1,126Deferred income tax benefit


(119
)


(107
)


(170
)Stock compensation expense


32



35



33Amortization of deferred financing costs and debt discount


46



37



42Other noncash items


14



50



(14
)Accounts receivable and other current assets


(20
)


(339
)


(63
)Accounts payable and accrued expenses


58



(32
)


(56
)Clearing broker assets and liabilities, net


9



36



(39
)Deferred revenue


40



25



67Cash flow from operations


689



384



640Investment activities:Cash paid for acquired businesses, net of cash acquired


(265
)


(721
)


(13
)Cash paid for property and equipment and software


(307
)


(392
)


(327
)Other investing activities


8



4



7Cash used in investment activities


(564
)


(1,109
)


(333
)Financing activities:Cash received from issuance of common stock


1



3



4Cash received from issuance of preferred stock


1



1



1Cash received from stock subscription receivable


18







Cash received from other borrowings, net of fees


591



1,444



202Cash used to repay debt


(623
)


(119
)


(827
)Cash used to purchase treasury stock


(13
)


(18
)


(6
)Other financing activities


(3
)


(7
)


(3
)Cash provided by (used in) financing activities


(28
)


1,304



(629
)Effect of exchange rate changes on cash


6



(31
)


11Increase (decrease) in cash and cash equivalents


103



548



(311
)Beginning cash and cash equivalents


324



427



975Ending cash and cash equivalents

$
427


$
975


$
664Supplemental information:Interest paid

$
643


$
550


$
596Income taxes paid, net of refunds

$
74


$
134


$
135Acquired businesses:Property and equipment

$
40


$
14


$
Software products


68



133



10Customer base


92



215



5Goodwill


166



613



2Other intangible assets


11



67



Deferred income taxes


(49
)


(123
)


(1
)Purchase price obligations and debt assumed


(41
)


(75
)


(1
)Net current liabilities assumed


(22
)


(123
)


(2
)Cash paid for acquired businesses, net of cash acquired of $22,
    $78 and $1, respectively

$
265


$
721


$
13    49




---



##### Table of Contents



SunGard
    Capital Corp.



Consolidated
    Statement of Changes in Equity  Common Stock


CapitalNumber of





in Excess


StockShares Issued





of Par


SubscriptionClass L


Class A


Par Value


Value


Receivable(In millions)Balances at December 31, 2006


28



255


$



$
2,549


$
(18
)Comprehensive loss:Net loss


















Foreign currency translation


















Net unrealized loss on derivative instruments 
    (net of tax benefit of $15)


















Total comprehensive lossStock compensation expense














32



Issuance of common and preferred stock






1











Purchase of treasury stock


















Stock subscription received


















18Other














(1
)


Balances at December 31, 2007


28



256







2,580



Comprehensive loss:Net loss


















Foreign currency translation


















Net unrealized loss on derivative instruments (net of tax
    benefit of $25)


















Total comprehensive lossStock compensation expense














35



Issuance of common and preferred stock


1















Purchase of treasury stock


















Other














(2
)


Balances at December 31, 2008


29



256







2,613



Comprehensive loss:Net loss


















Foreign currency translation


















Net unrealized gain on derivative instruments (net of tax
    provision of $11)


















Total comprehensive lossStock compensation expense














33



Issuance of common and preferred stock






2







(1
)


Purchase of treasury stock


















Expiration of put option














44



Transfer intrinsic value of vested restricted stock units to
    temporary equity














(9
)


Other














(2
)


Balances at December 31, 2009


29



258


$



$
2,678


$
    50




---



##### Table of Contents



SunGard
    Capital Corp.
  Consolidated
    Statement of Changes in Equity
  Treasury Stock





Accumulated Other ComprehensiveCommon Stock





Income (Loss)NetUnrealizedRetained





GainEarnings


Foreign


(Loss) onShares


Par





(Accumulated


Currency


Derivative


NoncontrollingClass L


Class A


Value


Amount


Deficit)


Translation


Instruments


Interest


Total(In millions)Balances at December 31, 2006









$



$
(1
)

$
(314
)

$
55


$
2


$
1,121


$
3,394Comprehensive loss:Net loss


















(199
)










137



(62
)Foreign currency translation






















35











35Net unrealized loss on derivative instruments (net of tax
    benefit of $15)


























(23
)






(23
)Total comprehensive loss


































(50
)Stock compensation expense


































32Issuance of common and preferred stock


































Purchase of treasury stock






1







(9
)


















(9
)Stock subscription received


































18Other


































(1
)Balances at December 31, 2007






1







(10
)


(513
)


90



(21
)


1,258



3,384Comprehensive loss:Net loss


















(399
)










153



(246
)Foreign currency translation






















(249
)










(249
)Net unrealized loss on derivative instruments (net of tax
    benefit of $25)


























(39
)






(39
)Total comprehensive loss


































(534
)Stock compensation expense


































35Issuance of common and preferred stock


































Purchase of treasury stock






1







(14
)


















(14
)Other


































(2
)Balances at December 31, 2008






2







(24
)


(912
)


(159
)


(60
)


1,411



2,869Comprehensive loss:Net loss


















(1,297
)










175



(1,122
)Foreign currency translation






















80











80Net unrealized gain on derivative instruments (net of tax
    provision of $11)


























18







18Total comprehensive loss


































(1,024
)Stock compensation expense


































33Issuance of common and preferred stock






























1



Purchase of treasury stock














(3
)














(2
)


(5
)Expiration of put option






























8



52Transfer intrinsic value of vested restricted stock units to
    temporary equity


































(9
)Other


































(2
)Balances at December 31, 2009






2


$



$
(27
)

$
(2,209
)

$
(79
)

$
(42
)

$
1,593


$
1,914    51




---



##### Table of Contents



SunGard
    Capital Corp. II



Consolidated
    Balance Sheets  December 31,


December 31,2008


2009(In millions except share and per-share amounts)AssetsCurrent:Cash and cash equivalents

$
975


$
664Trade receivables, less allowance for doubtful accounts of $15
    and $49


701



955Earned but unbilled receivables


81



181Prepaid expenses and other current assets


122



189Clearing broker assets


309



332Retained interest in accounts receivable sold


285



Deferred income taxes


22



22Total current assets


2,495



2,343Property and equipment, less accumulated depreciation of $689
    and $936


898



925Software products, less accumulated amortization of $793 and
    $1,091


1,159



1,020Customer base, less accumulated amortization of $668 and $954


2,616



2,294Other intangible assets, less accumulated amortization of $29
    and $24


207



195Trade name, less accumulated amortization of $4 and $10


1,075



1,025Goodwill


7,328



6,178Total Assets

$
15,778


$
13,980Liabilities and Stockholders EquityCurrent:Short-term and current portion of long-term debt

$
322


$
64Accounts payable


87



72Accrued compensation and benefits


314



319Accrued interest expense


159



146Other accrued expenses


399



412Clearing broker liabilities


310



294Deferred revenue


977



1,040Total current liabilities


2,568



2,347Long-term debt


8,553



8,251Deferred income taxes


1,595



1,318Total liabilities


12,716



11,916Commitments and contingenciesPreferred stock subject to a put option


51



38Stockholders equity:Preferred stock, par value $.001 per share; cumulative 11.5% per
    annum, compounded quarterly; aggregate liquidation preference of
    $1,444 million and $1,627 million;
    14,999,000 shares authorized, 9,856,052 and 9,904,863 issued






Common stock, par value $.001 per share; 1,000 shares
    authorized, 100 shares issued and oustanding






Capital in excess of par value


3,687



3,724Treasury stock, 72,039 and 86,008 shares


(8
)


(10
)Accumulated deficit


(449
)


(1,567
)Accumulated other comprehensive income


(219
)


(121
)Total stockholders equity


3,011



2,026Total Liabilities and Stockholders Equity

$
15,778


$
13,980    52




---



##### Table of Contents



SunGard
    Capital Corp. II
    Consolidated Statements of Operations  Year Ended December 31,2007


2008


2009(In millions)Revenue:Services

$
4,364


$
5,083


$
4,961License and resale fees


396



369



384Total products and services


4,760



5,452



5,345Reimbursed expenses


141



144



1634,901



5,596



5,508Costs and expenses:Cost of sales and direct operating


2,268



2,744



2,709Sales, marketing and administration


1,042



1,151



1,112Product development


271



308



302Depreciation and amortization


251



278



291Amortization of acquisition-related intangible assets


438



515



540Goodwill impairment charge and merger costs






130



1,1304,270



5,126



6,084Income (loss) from operations


631



470



(576
)Interest income


19



18



7Interest expense and amortization of deferred financing fees


(645
)


(599
)


(637
)Other income (expense)


(68
)


(93
)


15Loss before income taxes


(63
)


(204
)


(1,191
)Benefit from (provision for) income taxes


3



(38
)


73Net loss

$
(60
)

$
(242
)

$
(1,118
)    53




---



##### Table of Contents



SunGard
    Capital Corp. II
    Consolidated Statements of Cash Flows  Year Ended December 31,2007


2008


2009(In millions)Cash flow from operations:Net loss

$
(60
)

$
(242
)

$
(1,118
)Reconciliation of net loss to cash flow from operations:Depreciation and amortization


689



793



831Goodwill impairment charge






128



1,126Deferred income tax benefit


(119
)


(107
)


(170
)Stock compensation expense


32



35



33Amortization of deferred financing costs and debt discount


46



37



42Other noncash items


14



50



(14
)Accounts receivable and other current assets


(20
)


(341
)


(63
)Accounts payable and accrued expenses


70



(29
)


(55
)Clearing broker assets and liabilities, net


9



36



(39
)Deferred revenue


40



25



67Cash flow from operations


701



385



640Investment activities:Cash paid for acquired businesses, net of cash acquired


(265
)


(721
)


(13
)Cash paid for property and equipment and software


(307
)


(392
)


(327
)Other investing activities


8



4



7Cash used in investment activities


(564
)


(1,109
)


(333
)Financing activities:Cash received from issuance of preferred stock


1



1



1Cash received from stock subscription receivable


5







Cash received from other borrowings, net of fees


591



1,444



202Cash used to repay debt


(623
)


(119
)


(827
)Cash used to purchase treasury stock


(3
)


(5
)


(2
)Other financing activities


(3
)


(18
)


(3
)Cash provided by (used in) financing activities


(32
)


1,303



(629
)Effect of exchange rate changes on cash


6



(31
)


11Increase (decrease) in cash and cash equivalents


111



548



(311
)Beginning cash and cash equivalents


316



427



975Ending cash and cash equivalents

$
427


$
975


$
664Supplemental information:Interest paid

$
643


$
550


$
596Income taxes paid, net of refunds

$
62


$
134


$
135Acquired businesses:Property and equipment

$
40


$
14


$
Software products


68



133



10Customer base


92



215



5Goodwill


166



613



2Other intangible assets


11



67



Deferred income taxes


(49
)


(123
)


(1
)Purchase price obligations and debt assumed


(41
)


(75
)


(1
)Net current liabilities assumed


(22
)


(123
)


(2
)Cash paid for acquired businesses, net of cash acquired of $22,
    $78 and $1, respectively

$
265


$
721


$
13    54




---



##### Table of Contents



SunGard
    Capital Corp. II
    Consolidated Statement of Changes in Stockholders
    Equity  Accumulated Other Comprehensive Income (Loss)Preferred Stock

Common Stock









Retained



Net UnrealizedNumber



Number



Capital

Stock

Treasury Stock (Preferred

Earnings

Foreign

Gain (Loss) onof Shares



of Shares



in Excess

Subscription

Stock)

(Accumulated

Currency

Derivativeissued

Par Value

issued

Par Value

of Par Value

Receivable

Shares

Amount

Deficit)

Translation

Instruments

Total(In millions)Balances at December 31, 2006


10


$







$



$
3,619


$
(5
)





$



$
(147
)

$
55


$
2


$
3,524Comprehensive loss:Net loss


































(60
)










(60
)Foreign currency translation






































35







35Net unrealized loss on derivative instruments (net of tax
    benefit of $15)










































(23
)


(23
)Total comprehensive loss














































(48
)Stock compensation expense


















32



























32Issuance of preferred stock














































Purchase of treasury stock






























(3
)














(3
)Stock subscription received






















5























5Other


















(5
)


























(5
)Balances at December 31, 2007


10















3,646











(3
)


(207
)


90



(21
)


3,505Comprehensive loss:Net loss


































(242
)










(242
)Foreign currency translation






































(249
)






(249
)Net unrealized loss on derivative instruments (net of tax
    benefit of $25)










































(39
)


(39
)Total comprehensive loss














































(530
)Stock compensation expense


















35



























35Issuance of preferred stock














































Purchase of treasury stock






























(5
)














(5
)Other


















6



























6Balances at December 31, 2008


10















3,687











(8
)


(449
)


(159
)


(60
)


3,011Comprehensive loss:


Net loss


































(1,118
)










(1,118
)Foreign currency translation






































80







80Net unrealized gain on derivative instruments (net of tax
    provision of $11)










































18



18Total comprehensive loss














































(1,020
)Stock compensation expense


















33



























33Issuance of preferred stock














































Purchase of treasury stock






























(2
)














(2
)Expiration of put option


















15



























15Other


















(11
)


























(11
)Balances at December 31, 2009


10


$







$



$
3,724


$







$
(10
)

$
(1,567
)

$
(79
)

$
(42
)

$
2,026    55




---



##### Table of Contents



SunGard
    Data Systems Inc.
    Consolidated Balance Sheets  December 31,


December 31,2008


2009(In millions except share and per-share amounts)ASSETSCurrent:Cash and cash equivalents

$
975


$
664Trade receivables, less allowance for doubtful accounts of $15
    and $49


701



955Earned but unbilled receivables


81



181Prepaid expenses and other current assets


122



189Clearing broker assets


309



332Retained interest in accounts receivable sold


285



Deferred income taxes


22



22Total current assets


2,495



2,343Property and equipment, less accumulated depreciation of $689
    and $936


898



925Software products, less accumulated amortization of $793 and
    $1,091


1,159



1,020Customer base, less accumulated amortization of $668 and $954


2,616



2,294Other intangible assets, less accumulated amortization of $29
    and $24


207



195Trade name, less accumulated amortization of $4 and $10


1,075



1,025Goodwill


7,328



6,178Total Assets

$
15,778


$
13,980LIABILITIES AND STOCKHOLDERS EQUITYCurrent:Short-term and current portion of long-term debt

$
322


$
64Accounts payable


87



72Accrued compensation and benefits


314



319Accrued interest expense


159



146Other accrued expenses


401



413Clearing broker liabilities


310



294Deferred revenue


977



1,040Total current liabilities


2,570



2,348Long-term debt


8,553



8,251Deferred income taxes


1,592



1,314Total liabilities


12,715



11,913Commitments and contingenciesStockholders equity:Common stock, par value $.01 per share; 100 shares
    authorized, issued and oustanding






Capital in excess of par value


3,731



3,755Accumulated deficit


(449
)


(1,567
)Accumulated other comprehensive income


(219
)


(121
)Total stockholders equity


3,063



2,067Total Liabilities and Stockholders Equity

$
15,778


$
13,980    56




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##### Table of Contents



SunGard
    Data Systems Inc.
    Consolidated Statements of Operations  Year Ended December 31,2007


2008


2009(In millions)Revenue:Services

$
4,364


$
5,083


$
4,961License and resale fees


396



369



384Total products and services


4,760



5,452



5,345Reimbursed expenses


141



144



1634,901



5,596



5,508Costs and expenses:Cost of sales and direct operating


2,268



2,744



2,709Sales, marketing and administration


1,042



1,151



1,112Product development


271



308



302Depreciation and amortization


251



278



291Amortization of acquisition-related intangible assets


438



515



540Goodwill impairment charge and merger costs






130



1,1304,270



5,126



6,084Income (loss) from operations


631



470



(576
)Interest income


19



18



7Interest expense and amortization of deferred financing fees


(645
)


(599
)


(637
)Other income (expense)


(68
)


(93
)


15Loss before income taxes


(63
)


(204
)


(1,191
)Benefit from (provision for) income taxes


3



(38
)


73Net loss

$
(60
)

$
(242
)

$
(1,118
)    57




---



##### Table of Contents



SunGard
    Data Systems Inc.
    Consolidated Statements of Cash Flows  Year Ended December 31,2007


2008


2009(In millions)Cash flow from operations:Net loss

$
(60
)

$
(242
)

$
(1,118
)Reconciliation of net loss to cash flow from operations:Depreciation and amortization


689



793



831Goodwill impairment charge






128



1,126Deferred income tax benefit


(120
)


(108
)


(170
)Stock compensation expense


32



35



33Amortization of deferred financing costs and debt discount


46



37



42Other noncash items


14



50



(14
)Accounts receivable and other current assets


(20
)


(341
)


(63
)Accounts payable and accrued expenses


71



(28
)


(56
)Clearing broker assets and liabilities, net


9



36



(39
)Deferred revenue


40



25



67Cash flow from operations


701



385



639Investment activities:Cash paid for acquired businesses, net of cash acquired


(265
)


(721
)


(13
)Cash paid for property and equipment and software


(307
)


(392
)


(327
)Other investing activities


8



4



7Cash used in investment activities


(564
)


(1,109
)


(333
)Financing activities:Cash received from other borrowings, net of fees


591



1,444



202Cash used to repay debt


(623
)


(119
)


(827
)Other financing activities






(22
)


(3
)Cash provided by (used in) financing activities


(32
)


1,303



(628
)Effect of exchange rate changes on cash


6



(31
)


11Increase (decrease) in cash and cash equivalents


111



548



(311
)Beginning cash and cash equivalents


316



427



975Ending cash and cash equivalents

$
427


$
975


$
664Supplemental information:Interest paid

$
643


$
550


$
596Income taxes paid, net of refunds

$
62


$
134


$
135Acquired businesses:Property and equipment

$
40


$
14


$
Software products


68



133



10Customer base


92



215



5Goodwill


166



613



2Other intangible assets


11



67



Deferred income taxes


(49
)


(123
)


(1
)Purchase price obligations and debt assumed


(41
)


(75
)


(1
)Net current liabilities assumed


(22
)


(123
)


(2
)Cash paid for acquired businesses, net of cash acquired of $22,
    $78 and $1, respectively

$
265


$
721


$
13    58




---



##### Table of Contents



SunGard
    Data Systems Inc.
    Consolidated Statement of Changes in Stockholders
    Equity  Accumulated Other Comprehensive Income (Loss)Common Stock


Capital


Retained





Net UnrealizedNumber





in Excess


Earnings


Foreign


Gain (Loss) onof Shares


Par


of Par


(Accumulated


Currency


Derivativeissued


Value


Value


Deficit)


Translation


Instruments


Total(In millions)Balances at December 31, 2006





$



$
3,664


$
(147
)

$
55


$
2


$
3,574Comprehensive loss:Net loss














(60
)










(60
)Foreign currency translation


















35







35Net unrealized loss on derivative instruments (net of tax
    benefit of $15)






















(23
)


(23
)Total comprehensive loss


























(48
)Stock compensation expense










32















32Other










(2
)














(2
)Balances at December 31, 2007










3,694



(207
)


90



(21
)


3,556Comprehensive loss:Net loss














(242
)










(242
)Foreign currency translation


















(249
)






(249
)Net unrealized loss on derivative instruments (net of tax
    benefit of $25)






















(39
)


(39
)Total comprehensive loss


























(530
)Stock compensation expense










35















35Other










2















2Balances at December 31, 2008










3,731



(449
)


(159
)


(60
)


3,063Comprehensive loss:Net loss














(1,118
)










(1,118
)Foreign currency translation


















80







80Net unrealized gain on derivative instruments (net of tax
    provision of $11)






















18



18Total comprehensive loss


























(1,020
)Stock compensation expense










33















33Other










(9
)














(9
)Balances at December 31, 2009





$



$
3,755


$
(1,567
)

$
(79
)

$
(42
)

$
2,067    59




---



##### Table of Contents



SunGard
    Capital Corp.
    SunGard Capital Corp. II
    SunGard Data Systems Inc.Notes to Consolidated Financial
    Statements
  1.
    Basis of
    Presentation and Summary of Significant Accounting
    Policies:        Estimates
    Revenue
    Recognition
    and/or
   60




---



##### Table of Contents



Cash and
    Cash Equivalents
    Concentration
    of Credit Risk
    Foreign
    Currency Translation
   61




---



##### Table of Contents



Property
    and Equipment
    Software
    Products
    Purchase
    Accounting and Intangible Assets
      Customer
    Base Intangible Assets
      Other
    Intangible Assets
   62




---



##### Table of Contents



Impairment
    Reviews for Long-Lived Assets
    Future
    Amortization of Acquisition-Related Intangible Assets
    2010

$
4942011


4662012


4162013


3622014


297   Trade
    Name and Goodwill
     63




---



##### Table of Contents



64




---



##### Table of Contents



Cost


Accumulated ImpairmentFS


HE


PS


AS


Subtotal


PS


AS


Subtotal


TotalBalance at December 31, 2007

$
2,942


$
971


$
911


$
2,262


$
7,086


$



$



$



$
7,0862008 acquisitions


561











67



628















628Adjustments related to the Transaction and prior year
    acquisitions


(45
)


(6
)


(3
)


(15
)


(69
)














(69
)Impairment charges






















(128
)






(128
)


(128
)Effect of foreign currency translation


(27
)






(95
)


(67
)


(189
)














(189
)Balance at December 31, 2008


3,431



965



813



2,247



7,456



(128
)






(128
)


7,3282009 acquisitions


2















2















2Adjustments related to the Transaction and prior year
    acquisitions


(9
)


(15
)


(14
)


(53
)


(91
)














(91
)Impairment charges


























(1,126
)


(1,126
)


(1,126
)Effect of foreign currency translation


33







15



17



65















65Balance at December 31, 2009

$
3,457


$
950


$
814


$
2,211


$
7,432


$
(128
)

$
(1,126
)

$
(1,254
)

$
6,178     Stock
    Compensation
    Income
    Taxes
   65




---



##### Table of Contents



Effect of
    Recent Accounting Pronouncements
    2.
    Acquisitions:          Pro forma
    financial information (unaudited)
    2007

2008Revenue

$
5,299


$
5,823Net loss


(95
)


(256
)  66




---



##### Table of Contents



3.
    Clearing
    Broker Assets and Liabilities:    December 31,


December 31,2008


2009Segregated customer cash and treasury bills

$
148


$
153Securities owned


44



40Securities borrowed


87



116Receivables from customers and other


30



23Clearing broker assets

$
309


$
332Payables to customers

$
191


$
163Securities loaned


47



95Customer securities sold short, not yet purchased


3



9Payable to brokers and dealers


69



27Clearing broker liabilities

$
310


$
294     4.
    Property
    and Equipment:    December 31,


December 31,2008


2009Computer and telecommunications equipment

$
681


$
817Leasehold improvements


565



709Office furniture and equipment


99



120Buildings and improvements


130



145Land


22



22Construction in progress


90



481,587



1,861Accumulated depreciation and amortization


(689
)


(936
)$
898


$
925  67




---



##### Table of Contents



5.
    Debt and
    Derivative Instruments:    December 31,


December 31,2008


2009Senior Secured Credit Facility:Secured revolving credit facility of 3.08% and %(A)

$
500


$
Term loans, tranche A, effective interest rate of 5.37% and
    3.24%(A)


4,249



1,506Term loans, tranche B, effective interest rate of %
    and 6.79%(A)






2,717Incremental term loan, effective interest rate of 6.75% and
    6.75%(A)


499



494Total Senior Secured Credit Facility


5,248



4,717Senior Notes due 2009 at 3.75%(B)


250



Senior Notes due 2014 at 4.875%, net of discount of $20 and
    $16(B)


230



234Senior Notes due 2013 at 9.125%(C)


1,600



1,600Senior Subordinated Notes due 2015 at 10.25%(C)


1,000



1,000Senior Notes due 2015 at 10.625%, net of discount of $6 and $5(C)


494



495Secured accounts receivable facility, effective interest rate of
    % and 7.5%(D)






250Other, primarily acquisition purchase price and capital lease
    obligations


53



198,875



8,315Short-term borrowings and current portion of long-term debt


(322
)


(64
)Long-term debt

$
8,553


$
8,251     (A)
    Senior
    Secured Credit Facilities    1 2
 68




---



##### Table of Contents



69




---



##### Table of Contents



InterestRateNotional


Interest


ReceivedInception

Maturity


Amount


Rate Paid


(LIBOR)(In millions)February 2006


February 2011


$
800



5.00
%


3-MonthJanuary 2008


February 2011



750



3.17
%


3-MonthFebruary 2008


February 2010



750



2.71
%


3-MonthJanuary / February 2009


February 2012



1,200



1.78
%


1-MonthTotal/Weighted Average interest rate





$
3,500



3.01
%         Classification

2007

2008

2009Gain (loss) recognized in Accumulated Other Comprehensive Loss
    (OCI)

OCI

$
(23
)

$
(39
)

$
18Gain (loss) reclassified from accumulated OCI into income

Interest expense and amortization of
    deferred financing fees


6



(32
)


(80
)       (B)
    Senior
    Notes due 2009 and 2014   70




---



##### Table of Contents



(C)
    Senior
    Notes due 2013 and 2015 and Senior Subordinated Notes due
    2015          (D)
    Accounts
    Receivable Securitization Program     71




---



##### Table of Contents



Future
    Maturities
    2010





$
642011






502012






3002013






1,6492014






2,181Thereafter(1)






4,071     (1)
    
    2014 includes debt discounts of $16 million.(2)
    
    Thereafter includes debt discounts of $5 million.  6.
    Fair
    Value Measurements:    Fair Value Measures UsingLevel 1


Level 2


Level 3


TotalAssetsCash and cash equivalents  money market funds

$
168


$



$



$
168Clearing broker assets  treasury bills


151











151Clearing broker assets  securities owned


40











40$
359


$



$



$
359LiabilitiesClearing broker liabilities  customer securities sold
    short, not yet purchased

$
9


$



$



$
9Interest rate swap agreements






70







70$
9


$
70


$



$
79  72




---



##### Table of Contents



Fair Value Measures UsingLevel 1


Level 2


Level 3


TotalAssetsCash and cash equivalents  money market funds

$
589


$



$



$
589Clearing broker assets  treasury bills


140











140Clearing broker assets  securities owned


44











44Retained interest in accounts recevable sold










285



285$
773


$



$
285


$
1,058LiabilitiesClearing broker liabilities  customer securities sold
    short, not yet purchased

$
3


$



$



$
3Interest rate swap agreements






98







98$
3


$
98


$



$
101         Fair
    Value of Financial Instruments
    December 31,

December 31,2008

2009Carrying

Fair

Carrying

FairValue

Value

Value

ValueInterest rate swap contracts

$
(98
)

$
(98
)

$
(70
)

$
(70
)Floating rate debt


5,248



4,437



4,967



4,815Fixed rate debt


3,627



2,903



3,348



3,507    73




---



##### Table of Contents



7.
    Preferred
    Stock  SCCII
    his/her
  SCC
    8.
    Common
    Stock  Class A-1 A-8.
  
    Class L common stock has a liquidation preference:
    distributions by SCC are first allocated to Class L common
    stock up to its $81 per share liquidation preference plus an
    amount sufficient to generate a rate of return of 13.5% per
    annum, compounded quarterly (Class L Liquidation
    Preference). All holders of Common stock, as a single
    class, share in any remaining distributions pro rata based on
    the number of outstanding shares of Common stock;
    Each share of Class L common stock automatically converts
    into Class A common stock upon an initial public offering
    or other registration of the Class A common stock and is
    convertible into Class A common stock upon a majority vote
    of the holders of the outstanding Class L common stock upon
    a change in control or other realization events. If converted,
    each share of Class L common stock is convertible into one
    share of Class A common stock plus an additional number of
    shares of Class A common stock determined by dividing the
    Class L Liquidation Preference at the date of conversion by
    the adjusted market value of one share of Class A common
    stock as set forth in the certificate of incorporation of
    SCC; and
    Holders of Class A common stock and Class L common
    stock will generally vote as a single class, except that the
    election of directors is structured to permit the holders of one
    or more specific series of Class A common stock to elect
    separate directors.  his/her
 74




---



##### Table of Contents



9.
    Stock
    Option and Award Plans and Stock-Based Compensation:      return-on-equity
      Year Ended December 31,2007

2008

2009Weighted-average fair value on date of grant

$
11.47


$
7.67


$
7.64Assumptions used to calculate fair value:Volatility


60
%


37
%


43
%Risk-free interest rate


4.6
%


1.5
%


2.1
%Expected term


5.0 years



5.0 years



5.0 yearsDividends


zero



zero



zero  75




---



##### Table of Contents



Year Ended December 31,2007

2008

2009Weighted-average fair value on date of grant

$
1.49


$
1.73


$
0.28Assumptions used to calculate fair value:Volatility


79
%


84
%


81
%Risk-free interest rate


4.1
%


2.8
%


2.3
%Expected term


5.0 years



5.0 years



5.0 yearsDividends


zero



zero



zero      76




---



##### Table of Contents



UnitsWeighted-



Weighted-



Weighted-Average



Average

Class A

AverageOptions

Price

RSUs

Price

Options

Price(In millions)



(In millions)



(In millions)Outstanding at December 31, 2006


37.4


$
15.57Granted


1.7



20.72



1.1


$
21.14



2.7


$
2.26Exercised / released


(1.4
)


6.25











Canceled


(2.5
)


18.08











Outstanding at December 31, 2007


35.2



16.03



1.1



21.14



2.7



2.26Granted


0.4



22.17



2.8



23.75



7.1



2.56Exercised / released


(1.4
)


9.11











Canceled


(2.4
)


18.16



(0.2
)


22.24



(0.4
)


2.58Outstanding at December 31, 2008


31.8



16.24



3.7



23.07



9.4



2.47Granted


0.4



19.00



1.5



19.10



3.7



0.42Exercised / released


(1.7
)


10.56











Canceled


(2.5
)


18.14



(0.2
)


23.36



(0.6
)


2.50Outstanding at December 31, 2009


28.0



16.46



5.0



21.87



12.5



1.86             Vested and Expected to Vest

ExercisableWeighted-Average





Weighted-AverageNumber of

Remaining

Aggregate

Number of

Remaining

AggregateExercise Price

Options Outstanding

Life (Years)

Intrinsic Value

Options

Life (Years)

Intrinsic Value(In millions)



(In millions)

(In millions)



(In millions)Units$4.50


3.61



3.9


$
56



3.61



3.9


$
5618.00  24.51


16.76



5.8



31



12.15



5.7



23Class A Shares0.28  0.44


1.88



9.6







0.04



9.7



1.41


1.02



8.9







0.29



8.9



2.22  3.06


4.18



8.2







1.72



8.2



   10.
    Savings
    Plans:   77




---



##### Table of Contents



11.
    Income
    Taxes:    SCC


SCCII


SunGard2007


2008


2009


2007


2008


2009


2007


2008


2009Current:Federal

$
45


$
88


$
21


$
45


$
89


$
22


$
46


$
90


$
22State


15



18



17



15



18



17



15



18



17Foreign


56



38



58



56



38



58



56



38



58116



144



96



116



145



97



117



146



97Deferred:Federal


(98
)


(83
)


(141
)


(98
)


(83
)


(141
)


(99
)


(84
)


(141
)State


(4
)


3



3



(4
)


3



3



(4
)


3



3Foreign


(17
)


(27
)


(32
)


(17
)


(27
)


(32
)


(17
)


(27
)


(32
)(119
)


(107
)


(170
)


(119
)


(107
)


(170
)


(120
)


(108
)


(170
)$
(3
)

$
37


$
(74
)

$
(3
)

$
38


$
(73
)

$
(3
)

$
38


$
(73
)     SCC


SCCII


SunGard2007


2008


2009


2007


2008


2009


2007


2008


2009U.S. operations

$
(195
)

$
(80
)

$
(1,251
)

$
(195
)

$
(79
)

$
(1,251
)

$
(195
)

$
(79
)

$
(1,251
)Foreign operations


132



(125
)


60



132



(125
)


60



132



(125
)


60$
(63
)

$
(205
)

$
(1,191
)

$
(63
)

$
(204
)

$
(1,191
)

$
(63
)

$
(204
)

$
(1,191
)     SCC


SCCII


SunGard2007


2008


2009


2007


2008


2009


2007


2008


2009Tax at federal statutory rate

$
(22
)

$
(71
)

$
(417
)

$
(22
)

$
(71
)

$
(417
)

$
(22
)

$
(71
)

$
(417
)State income taxes, net of federal benefit


6



15



13



6



15



13



6



15



13Foreign taxes, net of U.S. foreign tax credit


12



28



(9
)(1)


12



28



(9
)(1)


12



28



(9
)(1)Tax rate changes


(4
)






(1
)


(4
)






(1
)


(4
)






(1
)Goodwill impairment charge






45



343







45



343







45



343Nondeductible expenses






3



4







4



4







4



4Change in tax positions






17



(1
)






17



(1
)






17



(1
)Research and development credit










(2
)










(2
)










(2
)Other, net


5







(4
)


5







(3
)


5







(3
)$
(3
)

$
37


$
(74
)

$
(3
)

$
38


$
(73
)

$
(3
)

$
38


$
(73
)Effective income tax rate


5
%


(18
)%


6
%


5
%


(19
)%


6
%


5
%


(19
)%


6
%     (1)
    
    Foreign taxes, net in 2009 includes a $12 million favorable
    adjustment primarily related to utilization in our 2008 U.S.
    federal income tax return of foreign tax credit carryforwards
    that were not expected to be utilized at the time of the 2008
    tax provision. 78




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##### Table of Contents



SCC


SCCII


SunGardDecember 31,


December 31,


December 31,


December 31,


December 31,


December 31,2008


2009


2008


2009


2008


2009Current:Trade receivables and retained interest

$
13


$
15


$
13


$
15


$
13


$
15Accrued Expenses, net


18



17



18



17



18



17Total current deferred income tax asset


31



32



31



32



31



32Valuation allowance


(9
)


(10
)


(9
)


(10
)


(9
)


(10
)Net current deferred income tax asset

$
22


$
22


$
22


$
22


$
22


$
22Long-term:Property and equipment

$
51


$
36


$
51


$
36


$
51


$
36Intangible assets


(1,766
)


(1,482
)


(1,766
)


(1,482
)


(1,766
)


(1,482
)Net operating loss carryforwards


103



118



103



118



103



118Other, net


68



70



68



70



71



74Total long-term deferred income tax liability


(1,544
)


(1,258
)


(1,544
)


(1,258
)


(1,541
)


(1,254
)Valuation allowance


(51
)


(60
)


(51
)


(60
)


(51
)


(60
)Net long-term deferred income tax liability

$
(1,595
)

$
(1,318
)

$
(1,595
)

$
(1,318
)

$
(1,592
)

$
(1,314
)         2007

2008

2009Balance at beginning of year

$
28


$
20


$
38Reductions for settled audits


(7
)






Additions for tax positions of prior years






17



1Reductions for tax positions of prior years


(2
)






(4
)Additions for tax positions of current year










5Settlements for tax positions of prior years










(3
)Additions for incremental interest


1



1



1Balance at end of year

$
20


$
38


$
38  79




---



##### Table of Contents



non-U.S. subsidiaries
  12.
    Segment
    Information:            Total Operating

Corporate and

Consolidated2007

FS

HE

PS

AS

Segments

Other Items

TotalRevenue

$
2,500


$
543


$
410


$
1,448


$
4,901


$



$
4,901Depreciation and amortization


59



8



9



175



251







251Income from operations (SCC)


525



143



84



428



1,180



(550
)(1)


630Income from operations (SCCII and SunGard)


525



143



84



428



1,180



(549
)(1)


631Cash paid for property and equipment and software


87



21



10



189



307







307   80




---



##### Table of Contents



Total Operating

Corporate and

Consolidated2008

FS

HE

PS

AS

Segments

Other Items

TotalRevenue

$
3,078


$
540


$
411


$
1,567


$
5,596


$



$
5,596Depreciation and amortization


70



10



9



189



278







278Income from operations (SCC)


608



130



79



443



1,260



(791
)(1)


469Income from operations (SCCII and SunGard)


608



130



79



443



1,260



(790
)(1)


470Total assets


8,998



2,062



1,362



6,646



19,068



(3,290
)(2)


15,778Cash paid for property and equipment and software


91



24



8



269



392







392   Total Operating

Corporate and

Consolidated2009

FS

HE

PS

AS

Segments

Other Items

TotalRevenue

$
3,068


$
526


$
397


$
1,517


$
5,508


$



$
5,508Depreciation and amortization


77



13



9



192



291







291Income from operations


618



138



77



380



1,213



(1,789
)(1)


(576
)Total assets


8,605



2,086



1,353



5,695



17,739



(3,759
)(2)


13,980Cash paid for property and equipment and software


82



8



15



222



327







327     (1)
    
    Includes corporate administrative expenses, goodwill impairment,
    stock compensation expense, management fees paid to the
    Sponsors, merger costs and certain other items, and amortization
    of acquisition-related intangible assets of $438 million,
    $515 million and $540 million in the years ended
    December 31, 2007, 2008 and 2009, respectively.(2)
    
    Includes items that are eliminated in consolidation and deferred
    income taxes.    Total Operating



ConsolidatedFS

HE

PS

AS

Segments

Corporate

Total2007


238
(1)


35



40



122



435



3



4382008


286
(2)


34



62
(2)


129



511



4



5152009


303
(3)


33



32



170



538



2



540     (1)
    
    Includes approximately $10 million of impairment charges
    related to software, customer base and goodwill.(2)
    
    Includes the combined effect of approximately $67 million
    of impairment charges related to software and customer base
    affecting both FS and PS.(3)
    
    Includes approximately $35 million of impairment charges
    related to software and customer base. 81




---



##### Table of Contents



2007


2008


2009Trading Systems

$
459


$
806


$
787Wealth Management


533



526



437Capital Markets


321



333



290Global Trading






76



280Brokerage & Clearance


251



264



279Institutional Asset Management


216



235



211Corporations


185



198



183Banks


162



170



168All other


373



470



433Total Financial Systems

$
2,500


$
3,078


$
3,068     Year Ended December 31,2007


2008


2009United States

$
3,426


$
3,952


$
3,835International:United Kingdom


635



639



590Continental Europe


511



609



598Canada


133



169



158Asia/Pacific


83



104



188Other


113



123



1391,475



1,644



1,673$
4,901


$
5,596


$
5,508     December 31,


December 31,2008


2009United States

$
628


$
614International:United Kingdom


166



192Continental Europe


58



64Canada


35



44Asia/Pacific


10



10Other


1



1270



311$
898


$
925   13.
    Related
    Party Transactions:   82




---



##### Table of Contents



and/or
    14.
    Commitments,
    Contingencies and Guarantees:      2010

$
2112011


1812012


1572013


1352014


118Thereafter


571$
1,373        83




---



##### Table of Contents



15.
    Quarterly
    Financial Data (unaudited):  First

Second

Third

FourthQuarter

Quarter

Quarter

Quarter2008Revenue

$
1,302


$
1,357


$
1,394


$
1,543Gross
    profit(1)


659



704



666



823Income (loss) before income taxes (SCC)


(40
)


2



(26
)


(141
)(2)Income (loss) before income taxes (SCCII and SunGard)


(40
)


2



(26
)


(140
)(2)Net income (loss)


(22
)


2



(35
)


(187
)(2)Net loss attributable to SCC


(61
)


(37
)


(72
)


(229
)(2)2009Revenue

$
1,335


$
1,369


$
1,337


$
1,467Gross
    profit(1)


644



664



695



796Income (loss) before income taxes


(43
)


(7
)


(43
)


(1,098
)(4)Net income (loss) (SCC)


(34
)


(7
)


(40
)(3)


(1,036
)(4)Net income (loss) (SCCII and SunGard)


(34
)


(7
)


(40
)(3)


(1,037
)(4)Net loss attributable to SCC


(76
)


(51
)


(86
)(3)


(1,084
)(4)     (1)
    
    Gross profit equals revenue less cost of sales and direct
    operating expenses.(2)
    
    Includes pre-tax goodwill impairment charge of $128 million
    and an $8 million charge to correct previously reported
    loss on sale of receivables in connection with the
    Companys accounts receivable securitization program, which
    was terminated in December 2008.(3)
    
    Includes a $12 million favorable adjustment primarily
    related to utilization in our 2008 U.S. federal income tax
    return of foreign tax credit carryforwards that were not
    expected to be utilized at the time of the 2008 tax provision.(4)
    
    Includes pre-tax goodwill impairment charge of
    $1.13 billion.  16.
    Supplemental
    Guarantor Condensed Consolidating Financial
    Statements:   84




---



##### Table of Contents



December 31, 2008Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)AssetsCurrent:Cash and cash equivalents

$
511


$
16


$
448


$



$
975Intercompany balances


(5,192
)


5,268



(76
)






Trade receivables, net


(1
)


406



377







782Prepaid expenses, taxes and other current assets


1,680



75



660



(1,677
)


738Total current assets


(3,002
)


5,765



1,409



(1,677
)


2,495Property and equipment, net


1



619



278







898Intangible assets, net


178



4,106



773







5,057Intercompany balances


967



(720
)


(247
)






Goodwill






6,146



1,182







7,328Investment in subsidiaries


13,686



2,298







(15,984
)


Total Assets

$
11,830


$
18,214


$
3,395


$
(17,661
)

$
15,778Liabilities and Stockholders EquityCurrent:Short-term and current portion of long-term debt

$
295


$
9


$
18


$



$
322Accounts payable and other current liabilities


319



2,611



995



(1,677
)


2,248Total current liabilities


614



2,620



1,013



(1,677
)


2,570Long-term debt


8,227



9



317







8,553Intercompany debt


(8
)


416



(162
)


(246
)


Deferred income taxes


(66
)


1,483



175







1,592Total liabilities


8,767



4,528



1,343



(1,923
)


12,715Total stockholders equity


3,063



13,686



2,052



(15,738
)


3,063Total Liabilities and Stockholders Equity

$
11,830


$
18,214


$
3,395


$
(17,661
)

$
15,778   85




---



##### Table of Contents



Supplemental Condensed Consolidating Balance SheetDecember 31, 2009Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)AssetsCurrent:Cash and cash equivalents

$
126


$
(9
)

$
547


$



$
664Intercompany balances


(6,563
)


5,787



776







Trade receivables, net






734



402







1,136Prepaid expenses, taxes and other current assets


2,017



77



417



(1,968
)


543Total current assets


(4,420
)


6,589



2,142



(1,968
)


2,343Property and equipment, net


1



603



321







925Intangible assets, net


164



3,756



614







4,534Intercompany balances


961



(691
)


(270
)






Goodwill






4,895



1,283







6,178Investment in subsidiaries


13,394



2,490







(15,884
)


Total Assets

$
10,100


$
17,642


$
4,090


$
(17,852
)

$
13,980Liabilities and Stockholders EquityCurrent:Short-term and current portion of long-term debt

$
45


$
7


$
12


$



$
64Accounts payable and other current liabilities


272



2,901



1,079



(1,968
)


2,284Total current liabilities


317



2,908



1,091



(1,968
)


2,348Long-term debt


7,687



3



561







8,251Intercompany debt


82



103



(31
)


(154
)


Deferred income taxes


(53
)


1,234



133







1,314Total liabilities


8,033



4,248



1,754



(2,122
)


11,913Total stockholders equity


2,067



13,394



2,336



(15,730
)


2,067Total Liabilities and Stockholders Equity

$
10,100


$
17,642


$
4,090


$
(17,852
)

$
13,980  86




---



##### Table of Contents



Supplemental
    Condensed Consolidating Schedule of Operations
  Year Ended December 31, 2007Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)Total revenue

$



$
3,436


$
1,610


$
(145
)

$
4,901Costs and expenses:Cost of sales and direct operating






1,546



867



(145
)


2,268Sales, marketing and administration


124



546



372







1,042Product development






173



98







271Depreciation and amortization






184



67







251Amortization of acquisition-related intangible assets


4



363



71







438128



2,812



1,475



(145
)


4,270Income (loss) from operations


(128
)


624



135







631Net interest income (expense)


(606
)


(70
)


50







(626
)Other income (expense)


403



59



(43
)


(487
)


(68
)Income (loss) before income taxes


(331
)


613



142



(487
)


(63
)Benefit from (provision for) income taxes


271



(181
)


(87
)






3Net income (loss)

$
(60
)

$
432


$
55


$
(487
)

$
(60
)   Supplemental
    Condensed Consolidating Schedule of Operations
  Year Ended December 31, 2008Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)Total revenue

$



$
3,540


$
2,149


$
(93
)

$
5,596Costs and expenses:Cost of sales and direct operating






1,558



1,279



(93
)


2,744Sales, marketing and administration


111



583



457







1,151Product development






183



125







308Depreciation and amortization






205



73







278Amortization of acquisition-related intangible assets


4



373



138







515Goodwill impairment charge and merger costs


1



1



128







130116



2,903



2,200



(93
)


5,126Income (loss) from operations


(116
)


637



(51
)






470Net interest income (expense)


(533
)


(18
)


(30
)






(581
)Other income (expense)


173



(209
)


(72
)


15



(93
)Income (loss) before income taxes


(476
)


410



(153
)


15



(204
)Benefit from (provision for) income taxes


234



(212
)


(60
)






(38
)Net income (loss)

$
(242
)

$
198


$
(213
)

$
15


$
(242
)  87




---



##### Table of Contents



Supplemental
    Condensed Consolidating Schedule of Operations
    (Successor)
  Year Ended December 31, 2009Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)Total revenue

$



$
3,429


$
2,182


$
(103
)

$
5,508Costs and expenses:Cost of sales and direct operating






1,462



1,350



(103
)


2,709Sales, marketing and administration


98



593



421







1,112Product development






166



136







302Depreciation and amortization






214



77







291Amortization of acquisition-related intangible assets


2



404



134







540Goodwill impairment charge and merger costs


1



1,126



3







1,130101



3,965



2,121



(103
)


6,084Income (loss) from operations


(101
)


(536
)


61







(576
)Net interest income (expense)


(547
)


(48
)


(35
)






(630
)Other income (expense)


(707
)


(21
)


11



732



15Income (loss) before income taxes


(1,355
)


(605
)


37



732



(1,191
)Benefit from (provision for) income taxes


237



(101
)


(63
)






73Net income (loss)

$
(1,118
)

$
(706
)

$
(26
)

$
732


$
(1,118
)  88




---



##### Table of Contents



Supplemental
    Condensed Consolidating Schedule of Cash Flows
  Year Ended December 31, 2007Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)Cash flow from operationsNet income (loss)

$
(60
)

$
432


$
55


$
(487
)

$
(60
)Non cash adjustments


(368
)


403



139



487



661Changes in operating assets and liabilities


(793
)


854



39







100Cash flow provided by (used in) operations


(1,221
)


1,689



233







701Investment activitiesIntercompany transactions


1,219



(1,222
)


3







Cash paid for acquired businesses, net of cash acquired






(237
)


(28
)






(265
)Cash paid for property and equipment and software






(211
)


(96
)






(307
)Other investing activities


2



6











8Cash provided by (used in) investment activities


1,221



(1,664
)


(121
)






(564
)Financing activitiesNet repayments of long-term debt


(17
)


(4
)


(11
)






(32
)Cash used in financing activities


(17
)


(4
)


(11
)






(32
)Effect of exchange rate changes on cash










6







6Increase (decrease) in cash and cash equivalents


(17
)


21



107







111Beginning cash and cash equivalents


56



(19
)


279







316Ending cash and cash equivalents

$
39


$
2


$
386


$



$
427  89




---



##### Table of Contents



Supplemental
    Condensed Consolidating Schedule of Cash Flows
  Year Ended December 31, 2008Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)Cash flow from operationsNet income (loss)

$
(242
)

$
198


$
(213
)

$
15


$
(242
)Non cash adjustments


(128
)


720



358



(15
)


935Changes in operating assets and liabilities


(672
)


462



(98
)






(308
)Cash flow provided by (used in) operations


(1,042
)


1,380



47







385Investment activitiesIntercompany transactions


141



(439
)


298







Cash paid for acquired businesses, net of cash acquired






(657
)


(64
)






(721
)Cash paid for property and equipment and software


1



(261
)


(132
)






(392
)Other investing activities


4



(12
)


12







4Cash provided by (used in) investment activities


146



(1,369
)


114







(1,109
)Financing activitiesNet borrowings (repayments) of long-term debt


1,390



3



(68
)






1,325Other financing activities


(22
)














(22
)Cash provided by (used in) financing activities


1,368



3



(68
)






1,303Effect of exchange rate changes on cash










(31
)






(31
)Increase in cash and cash equivalents


472



14



62







548Beginning cash and cash equivalents


39



2



386







427Ending cash and cash equivalents

$
511


$
16


$
448


$



$
975  90




---



##### Table of Contents



Supplemental
    Condensed Consolidating Schedule of Cash Flows
  Year Ended December 31, 2009Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


Consolidated(In millions)Cash flow from operationsNet income (loss)

$
(1,118
)

$
(706
)

$
(26
)

$
732


$
(1,118
)Non cash adjustments


776



1,646



158



(732
)


1,848Changes in operating assets and liabilities


(334
)


(115
)


358







(91
)Cash flow provided by (used in) operations


(676
)


825



490







639Investment activitiesIntercompany transactions


1,138



(598
)


(540
)






Cash paid for acquired businesses, net of cash acquired






(13
)










(13
)Cash paid for property and equipment and software






(231
)


(96
)






(327
)Other investing activities










7







7Cash provided by (used in) investment activities


1,138



(842
)


(629
)






(333
)Financing activitiesNet repayments of long-term debt


(844
)


(8
)


227







(625
)Other financing activities


(3
)














(3
)Cash provided by (used in) financing activities


(847
)


(8
)


227







(628
)Effect of exchange rate changes on cash










11







11Increase (decrease) in cash and cash equivalents


(385
)


(25
)


99







(311
)Beginning cash and cash equivalents


511



16



448







975Ending cash and cash equivalents

$
126


$
(9
)

$
547


$



$
664  91




---



##### Table of Contents



Item9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure  None.
  Item9A(T).
    Controls
    and Procedures  Evaluation of Disclosure Controls and
    Procedures: Rules 13a-15(e) 15d-15(e)
  Managements Annual Report on Internal Control
    Over Financial Reporting: ITEM 8-FINANCIAL
  Change in Internal Control over Financial
    Reporting:
  Item9B.
    Other
    Information    PART III  Item10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

Principal Position with
    SunGard Data Systems Inc.Executive
    OfficersJames E. Ashton III


51


Division Chief Executive Officer, Financial SystemsKathleen Asser Weslock


54


Senior Vice President Human Resources and Chief Human
    Resources OfficerCristóbal Conde


49


President, Chief Executive Officer and DirectorHarold C. Finders


54


Division Chief Executive Officer, Financial SystemsTill M. Guldimann


61


Vice ChairmanRon M. Lang


58


Group Chief Executive Officer, Higher EducationThomas J. McDugall


52


Chief Financial Officer, Financial SystemsKaren M. Mullane


45


Vice President and ControllerBrian Robins


51


Senior Vice President and Chief Marketing OfficerGilbert O. Santos


50


Group Chief Executive Officer, Public SectorVictoria E. Silbey


46


Senior Vice President Legal and General CounselRichard C. Tarbox


57


Senior Vice President Corporate DevelopmentRobert F. Woods


55


Senior Vice President Finance and Chief Financial OfficerDirectorsChinh E. Chu


43


DirectorJohn Connaughton


44


DirectorJames H. Greene, Jr.


59


DirectorGlenn H. Hutchins


54


Chairman of the Board of DirectorsJames L. Mann


75


DirectorJohn Marren


47


DirectorSanjeev Mehra


51


DirectorJulie Richardson


46


Director  92




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and/or
  and/or
     93




---



##### Table of Contents



94




---



##### Table of Contents



95




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##### Table of Contents



Form 8-K.
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
      Objectives
    of Our Compensation Program
    
    to provide competitive compensation packages to attract and
    retain superior executive talent;
    to reward successful performance by the executive and the
    Company by linking a significant portion of compensation to
    future financial and business results; and
    to further align the interests of executive officers with those
    of our ultimate stockholders by providing long-term equity
    compensation and meaningful equity ownership.     96




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##### Table of Contents



Elements
    of Our Executive Compensation Program
    
    annual cash compensation consisting of base salary and
    performance-based incentive bonuses;
    long-term equity incentive compensation;
    benefits and perquisites; and
    severance compensation and change of control protection.  Annual
    Cash Compensation
          
     97




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##### Table of Contents



Base Salary.
  Performance-Based Incentive Compensation. and/or
  1 3 year-over-year
 98




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##### Table of Contents



ActualInternal EBITA Goals

2009 EIC(in thousands)

BonusName and Type of Internal
    EBITA Goal

Threshold

Mid-Point

On-Target

PaymentCristóbal CondeConsolidated Company Internal EBITA

$
1,054,000


$
1,081,000


$
1,109,000


$
2,168,428
(1)Michael J. RuaneConsolidated Company Internal EBITA

$
1,054,000


$
1,081,000


$
1,109,000


$
808,996
(1)James E. Ashton IIIFinancial Systems Segment Internal EBITA

$
529,985


$
543,932


$
557,879


$
1,355,091
(2)Harold C. FindersFinancial Systems Segment Internal EBITA

$
529,985


$
543,932


$
557,879


$
1,365,180
(2)Richard C.
    Tarbox(2)Consolidated Company Internal EBITA

$
1,054,000


$
1,081,000


$
1,109,000


$
808,996
(1)     (1)
    
    Represents the EIC bonus earned as a result of the consolidated
    Company exceeding the on-target 2009 Internal EBITA goal but not
    the actual 2008 Internal EBITA. Thus, the bonus amount earned
    reflects the on-target EIC amount plus 1/3 of the applicable
    override.(2)
    
    Represents the EIC bonus earned as a result of the Financial
    Systems Segment exceeding the on-target 2009 Internal EBITA
    goal. Thus, the bonus amount earned reflects the on-target EIC
    amount plus the override. The revenue multiplier applicable to
    the 2009 EBITA incentive amounts earned was 1 in 2009;
    therefore, it did not increase or decrease the incentive payment
    earned based on the achievement of the on-target Internal EBITA
    goal.    0 Multiplier

1 Multiplier

1.5 Multiplier

Actual 2009Name

Low

Target

Max

MultiplierJames E. Ashton IIIFinancial Systems Segment Revenue Growth 
    (% increase/(decrease) over prior year)


(2.0
)%


0.5-7.0
%


7.0
%


1Harold C. FindersFinancial Systems Segment Revenue Growth 
    (% increase/(decrease) over prior year)


(2.0
)%


0.5-7.0
%


7.0
%


1   Long-Term
    Equity Compensation
     99




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##### Table of Contents




    Reduce the performance targets for 2009 and 2010 to reflect the
    Companys enterprise-wide EBITA budget for the 2009 and
    2010 calendar years.
    At the amended targets, the number of shares earned depends on
    the percentage of the amended target that is achieved between
    95% and 106.25%.  
    If between 95% and 100% of the amended target is achieved, the
    number of shares that will be earned will be determined by
    interpolation at a specified linear rate based on the
    Companys actual EBITA results.
    If 100% of the amended target is achieved, approximately 72% of
    the shares that would have been earned if 100% of the original
    targets were achieved will be earned.
    If the amended target is achieved between 100% and 106.25%, an
    additional portion of the remaining 28% of the shares that could
    be earned for the year will be earned pro rata.
    If 106.25% of the amended target is achieved, the maximum number
    of shares that can be earned is the number that would have been
    earned in such year under the performance awards current
    terms if 100% of the original target had been achieved. In no
    case can 100% of the shares underlying the performance awards
    for 2009 and 2010 be earned solely under the amended targets.  
    For each of 2009 and 2010, if the original target is achieved
    between 100% and 106.25%, then the remaining eligible shares for
    that year will be earned pro rata based on the Companys
    attainment of the original target between 100% and 106.25%.
    For each of 2009 and 2010, any shares earned will vest as
    follows: 25% of the earned award will vest on December 31 of the
    applicable calendar year, and the remaining 75% will vest in
    equal monthly installments over the next 36 months, subject
    to continued employment. If the named executives
    employment is terminated by the Company without cause or by the
    named executive for good reason or on account of his disability
    or death or if a change in control of the Company occurs after
    2009 or 2010, the unvested portion of the earned award for each
    of 2009 and 2010 will vest upon such event.
    For the named executives and certain other senior executives
    only, the performance-based awards were also amended to extend
    through 2013 the awards ability to vest on an accelerated
    basis in the event of a change in control of the Company. The
    amended awards will vest on an accelerated basis if a change in
    control transaction results in (i) the Companys
    investors receiving an amount constituting at least 300% of
    their initial equity investment in the Company and any
    subsequent equity investments and (ii) achievement of an
    internal rate of return by the Companys investors of at
    least 14%. Any portion 100




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##### Table of Contents



of the awards that accelerate will vest on the one-year
    anniversary of the change in control, provided the executive
    remains employed with the Company through such date. If an
    executive terminates employment without cause, resigns for good
    reason, dies or becomes disabled during the one-year period
    following the change in control, the amount that would otherwise
    vest on the one-year anniversary will accelerate.        Benefits
    and Perquisites
    gross-ups
  Employment
    Agreements, Severance Compensation & Change of Control
    Protection
      
    A term through December 31, 2010, with one-year automatic
    renewals unless terminated on one years advance notice.
    The same base salary as that payable by the Company prior to the
    Transaction, subject to annual adjustments, if any, made by the
    Board of Directors or the Compensation Committee of the Board,
    in consultation with the CEO. See Base Salary above
    for a description of the determination of base salary for the
    Companys senior management.
    The opportunity to earn an annual cash bonus provided that the
    aggregate bonus opportunity for the senior management as a group
    will be consistent with that provided by the Company to
    executives as a group prior to the Transaction, although the
    Board of Directors may re-align the performance metrics and
    other terms in consultation with the CEO. See
    Performance-Based Incentive Compensation above for a
    description of the determination of cash bonuses for the
    Companys senior management. 101




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##### Table of Contents




    Employee benefits consistent with those provided by the Company
    to executives prior to the Transaction, including the right to
    participate in all employee benefit plans and programs.
    Participation in the equity plan of SCC and SCCII.
    The right to receive certain severance payments, including upon
    a termination without cause, a resignation for
    good reason or a change of control, consistent with
    the severance payments provided for under the change of control
    agreement with the Company in effect prior to the Transaction.
    See Potential Payments Upon Termination or Change of
    Control below.
    Certain restrictive covenants (noncompetition, confidentiality
    and nonsolicitation) that continue for applicable
    post-termination periods.
    The right to receive a tax
    gross-up
    payment should any payment provided under the agreement be
    subject to the excise tax under section 4999 of the
    Internal Revenue Code of 1986, as amended.      
    Mr. Ruanes annual salary and executive incentive
    compensation plan will remain unchanged and shall be reviewed
    annually pursuant to the Companys normal compensation and
    performance review policies for senior level executives.
    An equity grant of 7,535 RSUs and 18,975 Class A options,
    which grant was approved by the Compensation Committee on
    February 18, 2010.
    A total payment of $3,646,538, to be paid in equal semi-monthly
    installments over 24 months commencing January 1, 2010
    and ending December 31, 2011, subject to
    Mr. Ruanes continued employment.
    If Mr. Ruanes employment is terminated without cause
    or due to his death or disability before December 31, 2011,
    any remaining unpaid payments will be paid in a lump sum payment
    within 30 days after the date of termination of employment.
    If Mr. Ruanes employment is terminated for cause or
    on account of voluntary termination before December 31,
    2011, all such payments shall cease.
    If a change of control of the Company or a sale of the
    Companys Availability Services business occurs before
    December 31, 2011 while Mr. Ruane is employed by the
    Company, any remaining unpaid payments will be paid in a lump
    sum payment upon or within 30 days after the change of
    control of the Company or sale of the Companys
    Availability Services business, as applicable.
    No other severance amounts shall be payable to or on behalf of
    Mr. Ruane under Section 2.1 of the Employment
    Agreement under any circumstances.  Accounting
    and Tax Implications
   102




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Stock
    Ownership
    2010
    Compensation Update
    Compensation
    Committee Report
  Form 10-K.
  
  Summary
    Compensation Table
    Table
    1  Summary Compensation Table
  Change inPension ValueandNon-Equity

NonqualifiedIncentive

DeferredPlan

Compen-

All OtherStock

Option

Compen-

sation

Compen-Salary

Bonus

Awards(1)

Awards(1)

sation(2)

Earnings

sation(3)

TotalName and Principal Position

Year

($)

($)

($)

($)

($)

($)

($)

($)Cristóbal Conde


2009



931,000















2,168,428







57,879



3,157,307President, Chief Executive


2008



931,000















1,946,000







47,588



2,924,588Officer and Director


2007



887,000















1,883,400







46,110



2,816,510Michael J.
    Ruane(4)


2009



454,000















808,996







54,599



1,317,595Former Senior Vice


2008



454,000















726,000







46,712



1,226,712President  Finance and


2007



430,000















698,851







40,145



1,168,996Chief Financial OfficerJames E. Ashton
    III(5)


2009



510,000







359,244



13,285



1,355,091







57,049



2,294,669Division Chief Executive


2008



510,000















770,130







51,084



1,331,214Officer


2007



468,500















2,061,346







49,573



2,579,419Harold C.
    Finders(6)


2009



571,089







359,244



13,285



1,365,180







119,963



2,428,761Division Chief Executive


2008



522,532















731,666







71,505



1,325,703Officer


2007



487,740











1,211,165



2,011,400







190,327



3,900,632Richard C.
    Tarbox(7)


2009



454,000







179,621



6,642



808,996







55,203



1,504,462Senior Vice President  Corporate Development     (1)
    
    The amounts in these columns reflect the fair value as of grant
    date, in accordance with FAS 123(R), of awards granted
    pursuant to the SunGard 2005 Management Incentive Plan.
    Performance-based awards granted 103




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##### Table of Contents



before 2009 to the named executives were amended during 2009 but
    the amended awards had no incremental value (see the
    Compensation Discussion and Analysis above for a description of
    the amendments).(2)
    
    The amounts in this column reflect the cash EIC awards payable
    under performance-based incentive compensation, which is
    discussed in further detail above in the Compensation Discussion
    and Analysis.(3)
    
    For Mr. Conde, amount includes health and welfare benefits,
    matching 401(k) savings plan contributions, car lease payments
    and related maintenance expenses, automobile tax
    gross-ups
    ($13,801 in 2009 and $12,341 in each of 2008 and 2007), and
    annual sales incentive award trips.For Mr. Ruane, amount includes health and welfare benefits,
    matching 401(k) savings plan contributions, car lease payments
    and related maintenance expenses, automobile tax
    gross-ups
    ($10,609 in 2009, $10,844 in 2008 and $11,066 in 2007), and in
    2009 a service award gift and related tax gross-up ($3,691).For Mr. Ashton, amount includes health and welfare
    benefits, matching 401(k) savings plan contributions, car lease
    payments and related maintenance expenses, reimbursement of fuel
    expenses in 2007, automobile tax
    gross-ups
    ($9,317 in 2009, $11,524 in 2008, and $10,104 in 2007), and
    annual sales incentive award trips.For Mr. Finders, amount includes health and welfare
    benefits, company defined contribution pension plan
    contributions, car lease payments and related fuel and
    maintenance expenses, and annual sales incentive award trips.For Mr. Tarbox, amount includes health and welfare
    benefits, matching 401(k) savings plan contributions, car lease
    payments and related fuel and maintenance expenses, and an
    automobile tax
    gross-up
    ($13,649 in 2009).(4)
    
    Mr. Ruane resigned as the Companys chief financial
    officer effective January 1, 2010 and remains employed as
    the chief financial officer of the Companys Availability
    Services business. As of January 1, 2010, Mr. Ruane is
    no longer an executive officer of the Company. In accordance
    with the Addendum to Mr. Ruanes employment agreement,
    Mr. Ruane is entitled to additional amounts payable in 2010
    and 2011, as described above in the Compensation Discussion and
    Analysis.(5)
    
    For Mr. Ashton, the 2007 salary represents a blended rate
    of $374,000 from January 1 to March 31, 2007 and $500,000
    from April 1 to December 31, 2007. In April 2007,
    Mr. Ashton received a promotion and a salary increase
    commensurate with his new responsibilities.(6)
    
    Mr. Finders compensation was paid in Swiss Francs
    (CHF). While conversion into U.S. dollars shows an increase in
    salary from 2008 to 2009, Mr. Finders annual salary
    rate was CHF 627,847 in both 2008 and 2009, and he did not
    receive any salary increase in 2009. All amounts have been
    converted into U.S. dollars at the currency exchange rates used
    for purposes of the Companys annual operating budget and
    establishing compensation for the applicable year, as follows:
    0.909599 in 2009; 0.832260 in 2008; and 0.83424 in 2007. For
    Mr. Finders, the 2007 salary represents a blended rate of
    $410,000 from January 1 to March 31, 2007 and $500,000 from
    April 1 to December 31, 2007. In April 2007,
    Mr. Finders received a promotion and a salary increase
    commensurate with his new responsibilities.(7)
    
    Mr. Tarbox was not a named executive in 2008 or 2007.  Grants
    of Plan-Based Awards in Fiscal Year 2009
     104




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##### Table of Contents



Table
    2  2009 Grants of Plan-Based Awards
  EstimatedPossible







All Other

All OtherPayouts







Stock

Optionunder







Awards:

Awards:

Exercise

Grant DateNon-Equity

Estimated Future Payouts

Number of

Number of

or Base

Fair ValueIncentive

Under Equity Incentive Plan

Shares of

Securities

Price of

of StockPlan

Awards(2)

Stock

Underlying

Option

and OptionGrant

Grant

Awards(1)

Threshold

Target

Maximum

or Units(3)

Options(4)

Awards

Awards(5)Name

Type

Date

($)

(#)

(#)

(#)

(#)

(#)

($/Sh)

($)Cristóbal Conde

EIC


N/A


2,168,428



























Michael J. Ruane

EIC


N/A


808,996



























James E. Ashton III

EIC


N/A


1,355,091



























RSUs


09/14/09






2,183



10,914



27,677



15,376











359,244Options


09/14/09






5,497



27,486



69,700







38,722



0.44



13,285Harold C. Finders

EIC


N/A


1,365,180



























RSUs


09/14/09






2,183



10,914



27,677



15,376











359,244Options


09/14/09






5,497



27,486



69,700







38,722



0.44



13,285Richard C. Tarbox

EIC


N/A


808,996



























RSUs


09/14/09






1,091



5,457



13,838



7,688











179,621Options


09/14/09






2,749



13,743



34,850







19,361



0.44



6,642     (1)
    
    Amounts reflect the cash EIC bonuses paid to the named
    executives under the performance-based incentive compensation,
    which is described in further detail above, including the
    threshold, mid-point, and on-target goals, in the Compensation
    Discussion and Analysis and reported in the Non-Equity
    Incentive Plan Compensation column of Table 1 
    Summary Compensation Table above.(2)
    
    Represents performance-based RSUs and Class A options.(3)
    
    Represents time-based RSUs.(4)
    
    Represents time-based Class A options.(5)
    
    Amounts reflect the fair value as of grant date, in accordance
    with FAS 123(R), of awards granted pursuant to the SunGard 2005
    Management Incentive Plan. 105




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##### Table of Contents



Outstanding
    Equity Awards at 2009 Fiscal Year-End
    Table
    3  Outstanding Equity Awards at 2009 Fiscal
    Year-End
  Option Awards

Stock AwardsEquity

EquityEquity









Incentive

IncentiveIncentive









Plan

Plan Awards:Plan









Awards:

Market orAwards:





Number

Market

Number of

Payout ValueNumber of

Number of

Number of





of Shares

Value of

Unearned

of UnearnedSecurities

Securities

Securities





or Units

Shares or

Shares, Units

Shares, UnitsUnderlying

Underlying

Underlying





of Stock

Units of

or Other

or OtherUnexercised.

Unexercised

Unexercised

Option



That

Stock That

Rights That

Rights ThatOptions

Options

Unearned

Exercise

Option

Have Not

Have Not

Have Not

Have Not(#)

(#)

Options(1)

Price

Expiration

Vested(2)

Vested(3)

Vested(1)

Vested(3)Name

Exercisable

Unexercisable

(#)

($)

Date

(#)

($)

(#)

($)Cristóbal Conde


1,550,495
(4)


221,499







18.00



08/11/2015















736,147
(5)


172,235
(6)


229,647



18.00



08/11/2015Michael J. Ruane


338,535
(4)


48,362







18.00



08/11/2015















171,767
(5)


40,188
(6)


53,584



18.00



08/11/20153,424
(7)










4.50



02/26/201343,687
(7)










4.50



02/25/201459,153
(7)










4.50



03/03/2015James E. Ashton III


178,402
(4)


25,486







18.00



08/11/2015117,784
(5)


27,558
(6)


36,743



18.00



08/11/2015
(8)


38,722







0.44



09/14/20191,506
(9)


4,517
(6)


24,611



0.44



09/14/2019



















17,169



343,389



9,773



195,455Harold C. Finders


155,051
(4)


22,150







18.00



08/11/201551,506
(10)


54,827







20.72



09/20/201743,616
(5)


17,224
(6)


22,965



18.00



08/11/201523,068
(11)


12,403
(6)


33,552



20.72



09/20/2017
(8)


38,722







0.44



09/14/20191,506
(9)


4,517
(6)


24,611



0.44



09/14/2019



















17,169



343,389



9,773



195,455Richard C. Tarbox


154,139
(4)


22,020







18.00



08/11/2015117,784
(5)


27,558
(6)


36,743



18.00



08/11/2015
(8)


19,361







0.44



09/14/2019753
(9)


2,258
(6)


12,306



0.44



09/14/201924,666
(7)










4.50



02/26/2013111,771
(7)










4.50



03/03/201343,687
(7)










4.50



02/25/201459,153
(7)










4.50



03/03/2015



















8,585



171,694



4,886



97,724     (1)
    
    Represents anticipated achievement of performance goals in
    future years for unearned portions of performance-based awards.(2)
    
    Represents (i) time-based RSUs granted on
    September 14, 2009 which vest over five years with 10%
    vesting on the first anniversary of the date of grant, and
    1/48th of the remaining balance vesting each month thereafter
    for 48 months, and (ii) the unvested portion of
    performance-based RSUs earned for calendar year 2009.(3)
    
    Based upon a fair market value of $20 per Unit as of
    December 31, 2009. 106




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##### Table of Contents



(4)
    
    Time-based options granted on August 12, 2005 and which
    vest over five years with 25% vesting one year from the date of
    grant, and 1/48th of the remaining balance vesting each month
    thereafter for 48 months.(5)
    
    Represents (i) performance-based options granted on
    August 12, 2005 which vest upon the attainment of certain
    annual or cumulative earnings goals for the Company during the
    six-year period beginning January 1, 2005 for calendar
    years 2005-2008 and (ii) performance-based options earned and
    vested for calendar year 2009 pursuant to the awards amended in
    2009; vesting of the remaining earned portion is described in
    note 6.(6)
    
    Represents the unvested portion of performance-based options
    earned for calendar year 2009, which vests in 36 equal monthly
    installments beginning January 31, 2010.(7)
    
    To the extent outstanding options of SunGard were not exercised
    before closing the Transaction, such options converted into
    fully vested options to purchase equity units in the Parent
    Companies.(8)
    
    Time-based Class A options granted on September 14,
    2009, which vest over five years with 25% vesting one year from
    the date of grant, and 1/48th of the remaining balance vesting
    each month thereafter for 48 months.(9)
    
    Performance-based Class A options granted on
    September 14, 2009 are earned upon the attainment of
    certain annual or cumulative earnings goals for the Company
    during the five-year period beginning January 1, 2009.
    Represents performance-based Class A options earned and
    vested for calendar year 2009. Vesting of the remaining earned
    portion is described in note 6.(10)
    
    Time-based options granted on September 21, 2007, which
    vest over five years with 25% vesting one year from the date of
    grant, and 1/48th of the remaining balance vesting each month
    thereafter for 48 months.(11)
    
    Represents (i) performance-based options granted on
    September 21, 2007, which vest upon the attainment of
    certain annual or cumulative earnings goals for the Company
    during the five-year period beginning January 1, 2007 for
    calendar years 2007-2008 and (ii) performance-based options
    earned and vested for calendar year 2009 pursuant to the 2009
    amended awards; vesting of the remaining earned portion is
    described in note 6.  Option
    Exercises and Stock Vested
    Table
    4  2009 Option Exercises and Stock Vesting
  Option Awards

Stock AwardsNumber of Shares



Number of SharesAcquired

Value Realized

Acquired

Value Realizedon Exercise

on Exercise

on
    Vesting(1)

on
    Vesting(2)Name

(#)

($)

(#)

($)Cristóbal Conde














Michael J. Ruane














James E. Ashton III


318,519



4,618,521



598



11,960Harold C. Finders


30,000



30,000



598



11,960Richard C. Tarbox


190,159



2,757,312



299



5,980     (1)
    
    Represents vested performance-based RSUs for 2009, which are not
    distributed until five years after date of grant. For RSUs
    earned in 2009, 25% vest at December 31, 2009, shown in the
    table above, and 1/36th of the remaining balance vests each
    month thereafter for 36 months, which portion is not
    reflected in the table.(2)
    
    Based upon a fair market value of $20 per Unit as of
    December 31, 2009. 107




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##### Table of Contents



Pension
    Benefits
    Employment
    and Change of Control Agreements
    Potential
    Payments Upon Termination or Change of Control
    Form 10-Q
  Termination without Cause or Resignation for Good Reason;
    Certain Change in Control or Sale of Business
    Transactions.
  
    the Company will pay the named executive officer the following:  
    a lump sum cash severance amount equal to the applicable
    multiplier multiplied by the sum of 2009 base salary and target
    incentive bonus;
    a lump sum cash payment of all accrued compensation (as defined
    in the agreement) as of December 31, 2009;
    a lump sum cash payment in an amount equal to the applicable
    multiplier multiplied by the Companys cost of the named
    executive officers medical, dental and vision coverage in
    effect on December 31, 2009, as increased by a tax
    gross-up
    payment equal to the income and FICA tax imposed on such payment;
    a lump sum cash payment in an amount equal to the applicable
    multiplier multiplied by $17,500, in lieu of retirement, life
    insurance and long term disability coverage, as increased by a
    tax gross-up
    payment equal to the income and FICA tax imposed on such payment;
    an amount equal to any excise tax charged to the named executive
    as a result of the receipt of any change of control payments;  
    performance-based equity awards vest on a pro rata basis through
    the termination date, any unvested portion of performance-based
    equity awards earned for calendar year 2009 or 2010 become fully
    vested at the termination date, time-based equity awards
    immediately stop vesting and all unvested time-based equity
    awards are forfeited;
    if a change of control occurs and employment is not offered,
    then all unvested performance-based equity awards vest on a
    return-on-equity
    basis and all unvested time-based equity awards become fully
    vested;
    if a sale of the business occurs and the employment agreement is
    not assumed, then performance-based equity awards vest on a pro
    rata basis through the termination date, any unvested portion of
    performance-based equity awards earned for calendar year 2009 or
    2010 become fully vested at the termination date, all unvested
    time-based equity awards become fully vested and all unvested
    performance-based equity awards are forfeited. 108




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##### Table of Contents



Resignation without Good Reason; Voluntary Retirement and
    Certain Change in Control Transactions.
  
    with the exception of certain voluntary retirements, the Company
    will pay the named executive only a lump sum cash payment of all
    accrued compensation with the exception of his 2009 pro rated
    target incentive bonus. Under the terms of Mr. Condes
    employment agreement, if a change of control occurs and
    Mr. Conde is offered employment but he resigns, his
    resignation is considered for good reason;
    if the named executive voluntarily retires after August 11,
    2008, provided he is at least 62 years of age, the Company
    will pay the named executive a lump sum cash payment of all
    accrued compensation and upon satisfying certain conditions,
    $10,000 per month for twelve months from the date of termination;
    all performance-based equity awards stop vesting as of the date
    of termination, no performance-based equity awards are earned in
    the year of termination, all time-based equity awards
    immediately stop vesting, and all unvested time-based and
    performance-based equity awards are forfeited;
    if a change of control occurs and employment is offered but the
    named executive resigns, then all amended unvested
    performance-based options on Units vest on a
    return-on-equity
    basis, performance-based RSUs and Class A performance-based
    options do not vest and all unvested time-based equity awards
    become fully vested; and
    if the named executive retires after August 11, 2008,
    provided he is at least 62 years of age, then all
    performance-based equity awards stop vesting as of the date of
    termination, no performance-based equity awards are earned in
    the year of termination, all time-based equity awards continue
    to vest throughout the consulting period and all unvested
    performance-based equity awards are forfeited.  Termination for Cause.
  
    the Company will pay the named executive only a lump sum cash
    payment of all accrued compensation with the exception of his
    2009 pro rated target incentive bonus;
    all vested and unvested time and performance equity awards are
    forfeited.  Disability or Death.
  
    the Company will pay the named executive (or his beneficiary in
    the event of death) a lump sum cash payment of all accrued
    compensation;
    in the event of disability, if the named executive elected to
    participate, he shall receive payments under an insurance policy
    offered through the Company until he reaches retirement age as
    defined by the 1983 Amended Social Security Normal Retirement
    Age or other applicable law;
    in the event of death, the named executives beneficiary
    shall receive payments under an insurance policy offered through
    the Company; and
    performance-based equity awards vest on a pro rata basis through
    the termination date, any unvested portion of performance-based
    equity awards earned for calendar year 2009 or 2010 become fully
    vested at the termination date, all time-based equity awards
    immediately stop vesting and all unvested time-based equity
    awards are forfeited.     109




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Cristóbal
    Conde  Potential Termination Payments and
    Benefits
  TerminationTermination











Termination


Due toWithout


Termination





Termination


Due to


Change ofCause or


For Cause;


Termination


Due to Sale


Change of


ControlExecutive Benefits and

Resignation


Resignation


Due to


of Business


Control


Employment


Termination


TerminationPayment Upon

For


Without Good


Voluntary


Employment


Employment


Offered but


Due to


Due toTermination

Good Reason


Reason


Retirement


Not Offered


Not Offered


Resigns


Disability


DeathCompensation:Base Salary & Target Incentive
    Bonus(1)

$
8,631,000










$
8,631,000


$
8,631,000


$
8,631,000







Target Incentive Bonus of Year of Termination

$
1,946,000






$
1,946,000


$
1,946,000


$
1,946,000


$
1,946,000


$
1,946,000


$
1,946,000Time-Based
    Equity(2)













$
442,998


$
442,998


$
442,998







Performance-Based Equity

$
344,471
(3)










344,471
(3)

$
4,906,792
(4)

$
4,906,792
(4)

$
344,471
(3)

$
344,471
(3)Benefits & Perquisites:Health and Welfare
    Benefits(5)

$
178,296










$
178,296


$
178,296


$
178,296







Disability Benefits






























Life Insurance Proceeds





























$
1,000,000Accrued Vacation Pay

$
17,904


$
17,904


$
17,904


$
17,904


$
17,904


$
17,904


$
17,904


$
17,904Excise Tax &
    Gross-Up






























Total:

$
11,117,671


$
17,904


$
1,963,904


$
11,560,669


$
16,122,990


$
16,122,990


$
2,308,375


$
3,308,375     (1)
    
    Consists of three times the sum of (a) 2009 base salary of
    $931,000 and (b) 2009 target incentive bonus of $1,946,000.(2)
    
    Represents the value of accelerated unvested time-based equity
    based upon a fair market price of $20.00 per Unit as of
    December 31, 2009. Excludes the value of vested time-based
    equity.(3)
    
    Represents the value of the accelerated unvested portion of the
    performance-based equity earned for calendar year 2009. Excludes
    the value of vested performance-based equity earned for calendar
    year 2009.(4)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    300% of their equity investment (Investment) and an
    internal rate of return (IRR) of 16% or higher. If
    the Sponsors receive less than 300% of their Investment or an
    amount constituting at least 300% of their Investment but less
    than 14% IRR, the performance-based equity will not accelerate.
    Excludes the value of vested performance-based equity.(5)
    
    Consists of three times the sum of (a) the Companys
    cost of Mr. Condes medical, dental and vision
    coverage and (b) $17,500 in lieu of the Companys
    retirement plan matching contribution, life insurance and
    long-term disability coverage. The health and welfare benefits
    have been increased by a tax
    gross-up
    equal to the estimated income and FICA tax that would be imposed
    on such payments. 110




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##### Table of Contents



Michael
    J. Ruane  Potential Termination Payments and
    Benefits
    Termination








TerminationDue to


Termination


Termination


Due toTermination


Voluntary


Due to Sale


Due to


Change ofFor Cause;


Retirement or


of Availability


Change of


ControlExecutive Benefits and

Termination


Resignation


Resignation


Business


Control


Employment


Termination


TerminationPayment Upon

Without


Without Good


For


Employment


Employment


Offered but


Due to


Due toTermination

Cause


Reason


Good Reason


Not Offered


Not Offered


Resigns


Disability


DeathCompensation:Additional
    Compensation(1)

$
3,646,538










$
3,646,538


$
3,646,538


$
3,646,538


$
3,646,538


$
3,646,538Base Salary & Target Incentive Bonus






























Target Incentive Bonus of Year of Termination

$
726,000






$
726,000


$
726,000


$
726,000






$
726,000


$
726,000Time-Based
    Equity(2)













$
96,724


$
96,724


$
96,724







Performance-Based Equity

$
80,376
(3)





$
80,376
(3)(4)

$
80,376
(3)

$
1,144,912
(5)

$
248,124
(6)

$
80,376
(3)

$
80,376
(3)Benefits & Perquisites:Health
    Benefits(7)

$
65,966






















$
65,966


$
65,966Disability Benefits






























Life Insurance Proceeds





























$
909,000Accrued Vacation Pay

$
8,731


$
8,731


$
8,731


$
8,731


$
8,731


$
8,731


$
8,731


$
8,731Excise Tax &
    Gross-Up






























Total:

$
4,527,611


$
8,731


$
815,107


$
4,558,369


$
5,622,905


$
4,000,117


$
4,527,611


$
5,436,611     (1)
    
    Represents the amount of additional compensation due and payable
    to Mr. Ruane pursuant to the terms of the Addendum to
    employment agreement, as described above in the Compensation
    Discussion and Analysis.(2)
    
    Represents the value of accelerated unvested time-based equity
    based upon a fair market price of $20.00 per Unit as of
    December 31, 2009. Excludes the value of vested time-based
    equity.(3)
    
    Represents the value of the accelerated unvested portion of the
    performance-based equity earned for calendar year 2009. Excludes
    the value of vested performance-based equity earned for calendar
    year 2009.(4)
    
    Upon a termination due to voluntary retirement, Mr. Ruane
    would not receive this amount.(5)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    300% of their Investment and an IRR of 16% or higher. If the
    Sponsors receive less than 300% of their Investment or an amount
    constituting at least 300% of their Investment but less than 14%
    IRR, the performance-based equity will not accelerate. Excludes
    the value of vested performance-based equity.(6)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    200% of their Investment. If the Sponsors receive an amount
    constituting less than 200% of their Investment the
    performance-based equity will not accelerate.(7)
    
    Represents three times the Companys cost of
    Mr. Ruanes medical, dental and vision coverage. The
    health benefits have been increased by a tax
    gross-up
    equal to the estimated income and FICA tax that would be imposed
    on such payments. 111




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##### Table of Contents



James E.
    Ashton III  Potential Termination Payments and
    Benefits
  TerminationTermination











Termination


Due toWithout


Termination





Termination


Due to


Change ofCause or


For Cause;


Termination


Due to Sale


Change of


ControlExecutive Benefits and

Resignation


Resignation


Due to


of Business


Control


Employment


Termination


TerminationPayment Upon

For


Without Good


Voluntary


Employment


Employment


Offered but


Due to


Due toTermination

Good Reason


Reason


Retirement


Not Offered


Not Offered


Resigns


Disability


DeathCompensation:Base Salary & Target Incentive
    Bonus(1)

$
2,142,000










$
2,142,000


$
2,142,000











Target Incentive Bonus of Year of Termination

$
561,000






$
561,000


$
561,000


$
561,000






$
561,000


$
561,000Time-Based Equity
    Awards(2)













$
358,492


$
358,492


$
358,492







Performance-Based Equity Awards

$
90,985
(3)









$
90,985
(3)

$
1,326,667
(4)

$
170,142
(5)

$
90,985
(3)

$
90,985
(3)Benefits & Perquisites:Health and Welfare
    Benefits(6)

$
99,251










$
99,251


$
99,251











Disability
    Benefits(7)

























$
1,412,288



Life Insurance Proceeds





























$
1,000,000Accrued Vacation Pay






























Excise Tax &
    Gross-Up






























Total:

$
2,893,236






$
561,000


$
3,251,728


$
4,487,410


$
528,634


$
2,064,272


$
1,651,985     (1)
    
    Consists of two times the sum of (a) 2009 base salary of
    $510,000 and (b) 2009 target incentive bonus of $561,000.(2)
    
    Represents the value of accelerated unvested time-based equity
    awards based upon a fair market price of $20.00 per Unit as of
    December 31, 2009. Excludes the value of vested and
    underwater time-based equity.(3)
    
    Represents the value of the accelerated unvested portion of the
    performance-based equity awards earned for calendar year 2009.
    Excludes the value of vested performance-based equity earned for
    calendar year 2009 and underwater performance-based equity.(4)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    300% of their Investment and an IRR of 16% or higher. If the
    Sponsors receive less than 300% of their Investment or an amount
    constituting at least 300% of their Investment but less than 14%
    IRR, the performance-based equity will not accelerate. Excludes
    the value of vested and underwater performance-based equity.(5)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    200% of their Investment. If the Sponsors receive an amount
    constituting less than 200% of their Investment the
    performance-based equity will not accelerate. Excludes the value
    of vested performance-based equity.(6)
    
    Consists of two times the sum of (a) the Companys
    cost for Mr. Ashtons medical, dental and vision
    coverage and (b) $17,500 in lieu of the Companys
    retirement plan matching contribution, life insurance and
    long-term disability coverage. The health and welfare benefits
    have been increased by a tax
    gross-up
    equal to the estimated income and FICA tax that would be imposed
    on such payments.(7)
    
    Reflects the estimated lump-sum present value of all future
    payments which Mr. Ashton would be entitled to receive
    under the Companys fully insured disability program.
    Mr. Ashton is entitled to receive such benefits until he
    reaches the age of 66 years and 8 months. 112




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##### Table of Contents



Harold C.
    Finders  Potential Termination Payments and
    Benefits
  TerminationTermination











Termination


Due toWithout


Termination





Termination


Due to


Change ofCause or


For Cause;


Termination


Due to Sale


Change of


ControlExecutive Benefits and

Resignation


Resignation


Due to


of Business


Control


Employment


Termination


TerminationPayment Upon

For


Without Good


Voluntary


Employment


Employment


Offered but


Due to


Due toTermination

Good Reason


Reason


Retirement


Not Offered


Not Offered


Resigns


Disability


DeathCompensation:Base Salary & Target Incentive
    Bonus(1)

$
2,419,973










$
2,419,973


$
2,419,973











Target Incentive Bonus of Year of Termination

$
604,993






$
604,993


$
604,993


$
604,993






$
604,993


$
604,993Time-Based Equity
    Awards(2)













$
351,820


$
351,820


$
351,820







Performance-Based Equity Awards

$
70,317
(3)









$
70,317
(3)

$
1,032,267
(4)

$
106,341
(5)

$
70,317
(3)

$
70,317
(3)Benefits & Perquisites:Health and Welfare
    Benefits(6)

$
103,362










$
103,362


$
103,362











Disability
    Benefits(7)

























$
15,106,854



Death
    Benefits(8)





























$
2,700,007Accrued Vacation Pay






























Excise Tax &
    Gross-Up






























Total:

$
3,198,645






$
604,993


$
3,550,465


$
4,512,415


$
458,161


$
15,782,164


$
3,375,317     (1)
    
    Consists of two times the sum of (a) 2009 base salary of
    $604,993 and (b) 2009 target incentive bonus of $604,993.
    Mr. Finders payments would be in Swiss Francs (CHF).
    All amounts reported in the table have been converted into U.S.
    dollars at the December 31, 2009 currency exchange rate of
    0.96360.(2)
    
    Represents the value of accelerated unvested time-based equity
    awards based upon a fair market price of $20.00 per Unit as of
    December 31, 2009. Excludes the value of vested and
    underwater time-based equity.(3)
    
    Represents the value of the accelerated unvested portion of the
    performance-based equity awards earned for calendar year 2009.
    Excludes the value of vested performance-based equity earned for
    calendar year 2009 and underwater performance-based equity.(4)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    300% of their Investment and an IRR of 16% or higher. If the
    Sponsors receive less than 300% of their Investment or an amount
    constituting at least 300% of their Investment but less than 14%
    IRR, the performance-based equity will not accelerate. Excludes
    the value of vested and underwater performance-based equity.(5)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    200% of their Investment. If the Sponsors receive an amount
    constituting less than 200% of their Investment the
    performance-based equity will not accelerate. Excludes the value
    of vested and underwater performance-based equity.(6)
    
    Consists of two times the sum of (a) the Companys
    cost for Mr. Finders medical benefits and
    (b) $17,500 in lieu of the Companys defined
    contribution pension plan contribution, life insurance and
    long-term disability coverage. The health and welfare benefits
    have been increased by a tax
    gross-up
    equal to the estimated taxes that would be imposed on such
    payments.(7)
    
    Represents a lump sum payment upon disability due to an accident
    of $14,098,432 and the estimated present value of annual annuity
    payments to age 65. Upon disability due to sickness,
    Mr. Finders would receive $4,308,435 which represents the
    estimated present value of annual annuity payments to
    age 65. Each of Mr. Finders children would also
    receive an annual annuity payment of $47,427 until they reach
    the age of 25 (five and eight years remaining). Portions of the
    reported benefits payable upon Mr. Finders disability
    are financed by contributions made by Mr. Finders. 113




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##### Table of Contents



(8)
    
    Represents a lump sum payment upon death due to an accident.
    Mr. Finders spouse would also receive an annual
    annuity for life of $48,565 and each of his children would
    receive an annual annuity of $18,212 until they reach the age of
    25 (five and eight years remaining). Upon death due to sickness,
    Mr. Finders estate would receive a lump sum of
    $1,778,516 and Mr. Finders spouse would receive an
    annual annuity for life of $248,992 and each of his children
    would receive an annual annuity of $47,427 until they reach the
    age of 25 (five and eight years remaining). Portions of the
    reported benefits payable upon Mr. Finders death are
    financed by contributions made by Mr. Finders.  Richard
    C. Tarbox  Termination Payments and
    Benefits
  TerminationTermination











Termination


Due toWithout


Termination





Termination


Due to


Change ofCause or


For Cause;


Termination


Due to Sale


Change of


ControlExecutive Benefits and

Resignation


Resignation


Due to


of Business


Control


Employment


Termination


TerminationPayment Upon

For


Without Good


Voluntary


Employment


Employment


Offered but


Due to


Due toTermination

Good Reason


Reason


Retirement


Not Offered


Not Offered


Resigns


Disability


DeathCompensation:Base Salary & Target Incentive
    Bonus(1)

$
3,540,000










$
3,540,000


$
3,540,000











Target Incentive Bonus of Year of Termination

$
726,000






$
726,000


$
726,000


$
726,000






$
726,000


$
726,000Time-Based Equity
    Awards(2)













$
197,800


$
197,800


$
197,800







Performance-Based Equity Awards

$
73,049
(3)









$
73,049
(3)

$
1,055,865
(4)

$
170,142
(5)

$
73,049
(3)

$
73,049
(3)Benefits & Perquisites:Health and Welfare
    Benefits(6)

$
148,877










$
148,877


$
148,877











Disability
    Benefits(7)

























$
693,765



Life Insurance Proceeds





























$
909,000Accrued Vacation Pay

$
8,731


$
8,731


$
8,731


$
8,731


$
8,731


$
8,731


$
8,731


$
8,731Excise Tax &
    Gross-Up






























Total:

$
4,496,657


$
8,731


$
734,731


$
4,694,457


$
5,677,273


$
376,673


$
1,501,545


$
1,716,780     (1)
    
    Consists of three times the sum of (a) 2009 base salary of
    $454,000 and (b) 2009 target incentive bonus of $726,000.(2)
    
    Represents the value of accelerated unvested time-based equity
    awards based upon a fair market price of $20.00 per Unit as of
    December 31, 2009. Excludes the value of vested and
    underwater time-based equity.(3)
    
    Represents the value of the accelerated unvested portion of
    performance-based equity earned for calendar year 2009. Excludes
    the value of vested performance-based equity earned for calendar
    year 2009 and underwater performance-based equity.(4)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    300% of their Investment and an IRR of 16% or higher. If the
    Sponsors receive less than 300% of their Investment or an amount
    constituting at least 300% of their Investment but less than 14%
    IRR, the performance-based equity will not accelerate. Excludes
    the value of vested and underwater performance-based equity.(5)
    
    Represents the value of accelerated unvested performance-based
    equity if the Sponsors receive an amount constituting at least
    200% of their Investment. If the Sponsors receive an amount
    constituting less than 200% of their Investment the
    performance-based equity will not accelerate. Excludes the value
    of vested performance-based equity.(6)
    
    Consists of three times the sum of (a) the Companys
    cost for Mr. Tarboxs medical, dental and vision
    coverage and (b) $17,500 in lieu of the Companys
    retirement plan matching contribution, life insurance and
    long-term disability coverage. The health and welfare benefits
    have been increased by a tax
    gross-up
    equal to the estimated income and FICA tax that would be imposed
    on such payments. 114




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##### Table of Contents



(7)
    
    Reflects the estimated lump-sum present value of all future
    payments which Mr. Tarbox would be entitled to receive
    under the Companys fully insured disability program.
    Mr. Tarbox is entitled to receive such benefits until he
    reaches the age of 66 years.  Director
    Compensation
  1/48th of
  Change in PensionFees Earned





Non-Equity

Value and Nonqualifiedor Paid in

Stock

Option

Incentive Plan

Deferred Compensation

All OtherCash

Awards

Awards(1)

Compensation

Earnings

Compensation

TotalName

($)

($)

($)

($)

($)

($)

($)James L.
    Mann(2)






830



38,360















38,190     (1)
    
    The amount in this column reflects the fair value as of grant
    date, in accordance with FAS 123(R), of awards granted
    pursuant to the SunGard 2005 Management Incentive Plan.(2)
    
    In addition to serving as a director, Mr. Mann is currently
    an employee of the Company and received in 2009 a base salary of
    $300,000 and health and welfare benefits, a matching 401(k)
    savings plan contribution, automobile benefits including
    reimbursement of fuel and maintenance expenses and an automobile
    tax gross-up
    ($3,930).  Compensation
    Committee Interlocks and Insider Participation
   115




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Information
    Number of SecuritiesWeighted-

Remaining Available forAverage

Issuance Under EquityNumber of Securities to

Exercise

Compensation Plansbe Issued Upon Exercise of

Price of

(excluding SecuritiesOutstanding Options,

Outstanding

Reflected in Column (A))Warrants and Rights (A)

Options,

(C)Shares of

Shares of

Shares of

Warrants and

Shares of

Shares of

Shares ofClass A

Class L

Preferred

Rights

Class A

Class L

PreferredPlan Category

Common Stock

Common Stock

Stock

(B)

Common Stock

Common Stock

StockEquity compensation plans approved by security holdersOptions for Units


36,422,454



4,045,694



1,400,864


$
16.46Restricted Stock Units


6,475,702



719,301



249,065


$
21.87
*


11,166,716



1,857,164



719,239Options for Class A Common Stock


12,350,179










$
1.86Equity compensation plans not approved by security holders


























Total


55,248,334



4,764,995



1,649,929







11,166,716



1,857,164



719,239     *
    
    Value of RSUs as of date of grant.  Beneficial
    Ownership
    Number of Shares Beneficially
    Owned(1)

Percent ofName of Beneficial Owner

Class A Common

Class L Common

Preferred

Classes(2)Bain
    Funds(3)


34,849,657



3,872,184



1,340,371



13.65
%Blackstone
    Funds(4)


34,849,657



3,872,184



1,340,371



13.65
%GS Limited
    Partnerships(5)


28,393,651



3,154,850



1,092,063



11.12
%KKR
    Funds(6)


34,849,657



3,872,184



1,340,371



13.65
%Providence Equity
    Funds(7)


21,295,238



2,366,138



819,048



8.34
%Silver Lake
    Funds(8)


34,488,546



3,832,061



1,326,483



13.51
%TPG
    Funds(9)


34,849,657



3,872,184



1,340,371



13.65
%James E. Ashton
    III(10)

    (named executive)


822,706



91,161



31,565



Chinh E.
    Chu(4)(11)

    (director)


34,849,657



3,872,184



1,340,371



13.65
%Cristóbal
    Conde(10)(12)

    (director and named executive)


4,730,376



525,490



181,938



1.85
%John
    Connaughton(13)

    (director)














Harold C.
    Finders(10)

    (named executive)


535,670



59,294



23,362



James H. Greene,
    Jr.(14)

    (director)














Glenn H.
    Hutchins(8)(15)

    (director)


34,488,546



3,832,061



1,326,483



13.51
%James L.
    Mann(10)

    (director)


81,642



8,651



2,995



John
    Marren(16)

    (director)














 116




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##### Table of Contents



Number of Shares Beneficially
    Owned(1)

Percent ofName of Beneficial Owner

Class A Common

Class L Common

Preferred

Classes(2)Sanjeev
    Mehra(5)(17)(director)


28,393,651



3,154,850



1,092,063



11.12
%Julie
    Richardson(7)(18)

    (director)


21,295,238



2,366,138



819,048



8.34
%Michael J.
    Ruane(19)

    (named executive)


1,226,280



136,229



47,165



Richard C.
    Tarbox(10)

    (named executive)


1,178,790



130,844



45,299



All 21 directors and executive officers as a
    group(10)(11)(12)(13)(14)(15)(16)(17)(18)(20)


131,250,949



14,575,604



5,048,313



51.41
%     (1)
    
    Includes shares held in the beneficial owners name or
    jointly with others, or in the name of a bank, nominee or
    trustee for the beneficial owners account. Unless
    otherwise indicated in the footnotes to this table and subject
    to community property laws where applicable, we believe that
    each stockholder named in this table has sole voting and
    investment power with respect to the shares indicated as
    beneficially owned. Class A shares of common stock of SCC,
    Class L shares of common stock of SCC and preferred shares
    of SCCII are referred to in the notes to this table as,
    respectively, Class A shares, Class L shares and
    preferred shares.(2)
    
    Unless otherwise indicated, the beneficial ownership of any
    named person does not exceed, in the aggregate, one percent of
    the outstanding equity securities of SCC and SCCII Corp. II on
    March 1, 2010, as adjusted as required by applicable rules.(3)
    
    Includes (i) 34,693,273 Class A shares, 3,801,832
    Class L shares and 1,313,076 preferred shares held by
    Bain Capital Integral Investors, LLC (Bain
    Integral), whose administrative member is Bain Capital
    Investors, LLC (BCI); and (ii) 156,384
    Class A shares, 70,352 Class L shares and
    27,295 preferred shares held by BCIP TCV, LLC (BCIP
    TCV and, together with Bain Integral, the Bain
    Funds), whose administrative member is BCI. The address of
    each of the entities listed in this footnote is
    c/o Bain
    Capital, LLC, 111 Huntington Avenue, Boston, Massachusetts 02199.(4)
    
    Includes (i) 18,317,228 Class A shares, 2,035,248
    Class L shares and 704,509 preferred shares held by
    Blackstone Capital Partners IV L.P. (BCP IV),
    whose general partner is Blackstone Management
    Associates IV L.L.C. (BMA IV);
    (ii) 289,253 Class A shares, 32,139 Class L
    shares and 11,125 preferred shares held by Blackstone
    Capital Partners IV-A L.P. (BCP IV-A), whose general
    partner is BMA IV; (iii) 810,541 Class A shares,
    90,060 Class L shares and 31,175 preferred shares held
    by Blackstone Family Investment Partnership IV-A L.P.
    (BFIP IV-A), whose general partner is BMA IV;
    (iv) 66,204 Class A shares, 7,356 Class L shares
    and 2,546 preferred shares held by Blackstone Participation
    Partnership IV L.P. (BPP IV), whose general
    partner is BMA IV; (v) 14,444,444 Class A shares,
    1,604,938 Class L shares and 555,556 preferred shares
    held by Blackstone GT Communications Partners L.P.
    (BGTCP), whose general partner is Blackstone
    Communications Management Associates I L.L.C. (BCMA
    IV); and (vi) 921,986 Class A shares,102,443
    Class L shares and 35,461 preferred shares held by
    Blackstone Family Communications Partnership L.P.
    (BFCP and, collectively with BCP IV, BCP IV-A, BFIP
    IV-A, BPP IV and BGTCP, the Blackstone Funds), whose
    general partner is BCMA IV. Messrs. Peter G. Peterson and
    Stephen A. Schwarzman are the founding members of BMA IV and
    BCMA IV and as such may be deemed to share beneficial ownership
    of the shares held or controlled by the Blackstone Funds. Each
    of BMA IV and BCMA IV and Messrs. Peterson and Schwarzman
    disclaims beneficial ownership of such shares. The address of
    each of the entities listed in this footnote is
    c/o The
    Blackstone Group, L.P., 345 Park Avenue, New York, New York
    10154.(5)
    
    The Goldman Sachs Group, Inc., which we refer to as GS Grup,
    Goldman, Sachs & Co., which we refer to as Goldman
    Sachs, and certain of their affiliates may be deemed to own
    beneficially and indirectly Class A shares, Class L
    shares and preferred shares which are owned directly or
    indirectly by investment partnerships of which affiliates of
    Goldman Sachs and GS Group are the general partner, managing
    limited partner or managing partner. We refer to these
    investment partnerships as the GS Limited Partnerships. Goldman
    Sachs is an affiliate of each of, and investment manager for
    certain of, the GS Limited Partnerships. GS Group, Goldman,
    Sachs and the GS Limited Partnerships share voting power and
    investment power with certain of their respective affiliates.
    The GS Limited Partnerships and their respective beneficial
    ownership of shares of SCC and SCC II include:
    (i) 8,034,125 Class A shares, 117




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##### Table of Contents



892,681 Class L shares and 309,005 preferred shares
    held by GS Capital Partners 2000, L.P.; (ii) 2,552,674
    Class A shares, 283,630 Class L shares and
    98,180 preferred shares held by GS Capital Partners 2000
    Employee Fund, L.P.; (iii) 2,919,293 Class A shares,
    324,366 Class L shares and preferred 112,281 held by
    GS Capital Partners 2000 Offshore, L.P.; (iv) 354,921
    Class A shares, 39,436 Class L shares and
    13,651 preferred shares held by Goldman Sachs Direct
    Investment Fund 2000, L.P.; (v) 335,812 Class A
    shares, 37,312 Class L shares and 12,916 preferred
    shares held by GS Capital Partners 2000 GmbH & Co.
    Beteiligungs KG; (vi) 7,475,480 Class A shares,
    830,609 Class L shares and 287,518 preferred shares
    held by GS Capital Partners V Fund, L.P.; (vii) 3,861,537
    Class A shares, 429,060 Class L shares and
    148,521 preferred shares held by GS Capital Partners V
    Offshore Fund, L.P.; (viii) 296,373 Class A shares,
    32,930 Class L shares and 11,399 preferred shares held
    by GS Capital Partners V GmbH & Co. KG; and
    (ix) 2,563,436 Class A shares, 284,826 Class L
    shares and 98,594 preferred shares held by GS Capital
    Partners V Institutional, L.P. Each of Goldman Sachs and GS
    Group disclaims beneficial ownership of the shares owned
    directly and indirectly by the GS Limited Partnerships, except
    to the extent of their pecuniary interest therein, if any. The
    address for GS Group, Goldman Sachs and the GS Limited
    Partnerships is 200 West Street, New York, New York 10282.(6)
    
    Includes (i) 33,937,852 Class A shares, 3,770,872
    Class L shares and 1,305,302 preferred shares held by
    KKR Millennium Fund L.P. (KKR Millennium Fund),
    whose general partner is KKR Associates Millennium L.P., whose
    general partner is KKR Millennium GP LLC; and (ii) 911,806
    Class A shares, 101,312 Class L shares and
    35,069 preferred shares held by KKR Partners III, L.P.
    (KKR III and, together with KKR Millennium Fund, the
    KKR Funds), whose general partner is KKR III GP LLC.
    The address of each of the entities listed in this footnote is
    c/o Kohlberg
    Kravis Roberts & Co. L.P., 9 West 57th Street,
    New York, New York 10019.(7)
    
    Includes (i) 18,390,397 Class A shares, 2,043,377
    Class L shares and 707,323 preferred shares held by
    Providence Equity Partners V LP (PEP V), whose
    general partner is Providence Equity GP V LP, whose general
    partner is Providence Equity Partners V L.L.C. (PEP V
    LLC); and (ii) 2,904,841 Class A shares, 322,760
    Class L shares and 111,725 preferred shares held by
    Providence Equity Partners V-A LP (PEP V-A and,
    together with PEP V, the Providence Equity
    Funds), whose general partner is Providence Equity GP V
    LP, whose general partner is PEP V LLC. PEP V LLC may be deemed
    to share beneficial ownership of the shares owned by PEP V and
    PEP V-A. PEP V LLC disclaims this beneficial ownership.
    Messrs. Angelakis, Creamer, Masiello, Mathieu, Nelson,
    Pelson and Salem are members of PEP V LLC and may also be deemed
    to possess indirect beneficial ownership of the securities owned
    by the Providence Equity Funds, but disclaim such beneficial
    ownership. The address of each of the entities listed in this
    footnote is
    c/o Providence
    Equity Partners Inc., 50 Kennedy Plaza, 18th Floor, Providence,
    Rhode Island 02903.(8)
    
    Includes (i) 34,440,889 Class A shares, 3,826,765
    Class L shares and 1,324,650 preferred shares held by
    Silver Lake Partners II, L.P. (SLP II), whose
    general partner is Silver Lake Technology Associates II, L.L.C.
    (SLTA II); and (ii) 47,657 Class A shares,
    5,295 Class L shares and 1,833 preferred shares held
    by Silver Lake Technology Investors II, L.P. (SLTI
    II and, together with SLP II, the Silver Lake
    Funds), whose general partner is SLTA II. The address of
    each of the entities listed in this footnote is
    c/o Silver
    Lake, 9 West 57th Street, 32nd Floor, New York, New York
    10019.(9)
    
    Includes (i) 20,745,833 Class A shares, 2,305,093
    Class L shares and 797,917 preferred shares held by
    TPG Partners IV, L.P. (TPG IV), whose general
    partner is TPG GenPar IV, L.P. (TPG GenPar IV),
    whose general partner is TPG Advisors IV, Inc. (TPG
    Advisors IV); (ii) 2,349,389 Class A shares,
    261,043 Class L shares and 90,361 preferred shares
    held by T3 Partners II, L.P. (T3 Partners II), whose
    general partner is T3 GenPar II, L.P. (T3 GenPar
    II), whose general partner is T3 Advisors II, Inc.
    (T3 Advisors II); (iii) 377,000 Class A
    shares, 41,889 Class L shares and 14,500 preferred
    shares held by T3 Parallel II, L.P. (T3 Parallel
    II), whose general partner is T3 GenPar II, whose general
    partner is T3 Advisors II; (iv) 5,416,667 Class A
    shares, 601,852 Class L shares and 208,333 preferred
    shares held by TPG Solar III LLC (TPG Solar
    III), whose managing member is TPG Partners III, L.P.
    (TPG Partners III), whose general partner is TPG
    GenPar III, L.P. (TPG GenPar III), whose general
    partner is TPG Advisors III, Inc. (TPG Advisors
    III); and (v) 5,960,768 Class A shares, 662,308
    Class L shares and 229,260 preferred shares held by
    TPG Solar Co-Invest LLC (TPG Solar Co-Invest and,
    collectively 118




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##### Table of Contents



with TPG IV, T3 Partners II, T3 Parallel II and TPG Solar
    III, the TPG Funds), whose managing member is TPG
    GenPar IV, whose general partner is TPG Advisors IV.
    Messrs. David Bonderman and James G. Coulter are directors,
    officers and sole shareholders of each of TPG Advisors IV, T3
    Advisors II and TPG Advisors III. Because of these
    relationships, each of Messrs. Bonderman and Coulter and
    TPG Advisors IV, T3 Advisors II and TPG Advisors III
    may be deemed to have investment powers and beneficial ownership
    with respect to the shares directly held by the TPG Funds. The
    address of each of the entities and persons identified in this
    footnote is
    c/o TPG
    Capital, L.P., 301 Commerce Street, Fort Worth, Texas 76102.(10)
    
    Includes the following shares which the beneficial owner has the
    right to acquire within 60 days after March 1, 2010 by
    exercising stock options:  Shares of Class A

Shares of Class L

Shares ofBeneficial Owner

Common Stock

Common Stock

Preferred StockJames E. Ashton III


408,632



45,167



15,639Cristóbal Conde


3,141,487



348,947



120,826Harold C. Finders


424,448



46,937



16,253James L. Mann


9,538



627



217Richard C. Tarbox


931,583



103,385



35,792All 21 directors and officers as a group


7,900,878



870,065



301,247    (11)
    
    Mr. Chu, a director of the Parent Companies and SunGard, is
    a member of BMA IV and BCMA IV and a senior managing director of
    The Blackstone Group, L.P. Amounts disclosed for Mr. Chu
    are also included above in the amounts disclosed in the table
    next to Blackstone Funds. Mr. Chu disclaims
    beneficial ownership of any shares owned directly or indirectly
    by the Blackstone Funds, except to the extent of his pecuniary
    interest therein. Mr. Chu does not have sole voting or
    investment power with respect to the shares owned by the
    Blackstone Funds.(12)
    
    In connection with a loan, Mr. Conde pledged the following
    shares as security: 361,111.11 Class A shares, 40,123.46
    Class L shares and 13,888.89 preferred shares.(13)
    
    Investment and voting decisions at BCI are made jointly by three
    or more individuals who are managing directors of the entity,
    and therefore no individual managing director of BCI is the
    beneficial owner of the securities, except with respect to the
    shares in which such member holds a pecuniary interest.
    Mr. Connaughton, a director of the Parent Companies and
    SunGard, is a member and managing director of BCI and may
    therefore be deemed to beneficially own the amounts disclosed in
    the table next to Bain Funds. Mr. Connaughton
    disclaims beneficial ownership of any shares owned directly or
    indirectly by the Bain Funds, except to the extent of his
    pecuniary interest therein.(14)
    
    Mr. Greene, a director of the Parent Companies and SunGard,
    is an executive of Kohlberg Kravis Roberts & Co. L.P.
    and/or one or more of its affiliates. Mr. Greene disclaims
    beneficial ownership of any shares owned directly or indirectly
    by the KKR Funds, except to the extent of his pecuniary interest
    therein.(15)
    
    Mr. Hutchins, a director of the Parent Companies and
    SunGard, is a managing director of SLTA II. Amounts disclosed
    for Mr. Hutchins are also included above in the amounts
    disclosed in the table next to Silver Lake Funds.
    Mr. Hutchins disclaims beneficial ownership of any shares
    owned directly or indirectly by the Silver Lake Funds, except to
    the extent of his pecuniary interest therein.(16)
    
    Mr. Marren, a director of the Parent Companies and SunGard,
    is a senior partner of TPG Capital, L.P., an affiliate of the
    TPG Funds.(17)
    
    Mr. Mehra, a director of the Parent Companies and SunGard,
    is a managing director of Goldman Sachs. Amounts disclosed for
    Mr. Mehra are also included above in the amounts disclosed
    in the table next to GS Limited Partnerships.
    Mr. Mehra disclaims beneficial ownership of any shares
    owned directly or indirectly by the GS Limited Partnerships,
    except to the extent of his pecuniary interest therein.(18)
    
    Ms. Richardson, a director of the Parent Companies and
    SunGard, is a managing director of Providence Equity Partners,
    Inc., an affiliate of the Providence Equity Funds. Amounts
    disclosed for Ms. Richardson 119




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##### Table of Contents



are also included above in the amounts disclosed in the table
    next to Providence Equity Funds. Ms. Richardson
    disclaims beneficial ownership of any shares owned directly or
    indirectly by the Providence Equity Funds, except to the extent
    of her pecuniary interest therein.(19)
    
    Includes the following shares which Mr. Ruane has the right
    to acquire within 60 days after March 1, 2010 by
    exercising stock options: 838,776 Class A shares,
    93,173 Class L shares and 32,261 preferred shares.(20)
    
    Excluding shares beneficially owned by Ms. Richardson and
    Messrs. Chu, Hutchins and Mehra and by Mr. Ruane, who
    is no longer an executive officer, the number of shares
    beneficially owned by all directors and executive officers as a
    group is as follows: Class A shares  12,223,857;
    Class L shares  1,350,372; preferred
    shares  470,348; percent of classes  4.79%.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Certain
    Relationships and Related Transactions
    case-by-case
       120




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##### Table of Contents



and/or
  and/or
    Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services  Auditors
    Fees
    Fees

2008

2009Audit
    fees(1)

$
7,196,000


$
6,822,000Audit-related
    fees(2)

$
370,000


$
618,000Tax
    fees(3)

$
261,000


$
679,000All other
    fees(4)

$
250,000


$
290,000Total Fees

$
8,077,000


$
8,409,000     (1)
    
    In 2008, consists of services rendered in connection with the
    audit of our annual financial statements ($4,125,000),
    consultation on technical accounting issues ($168,000) and
    certain broker-dealer audits and statutory audits ($2,904,000).
    In 2009, consists of services rendered in connection with the
    audit of our annual financial statements ($3,407,000),
    consultation on technical accounting issues ($25,000) and
    certain broker-dealer audits and statutory audits ($3,126,000).(2)
    
    Consists of SAS 70 data center audit fees, savings plan audits
    and special audits.(3)
    
    Consists of worldwide tax services.(4)
    
    Consists of other IT-related services. 121




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##### Table of Contents



Audit
    Committee Pre-Approval of Audit and Permissible Non-Audit
    Services of Independent Registered Public Accounting
    Firm
  case-by-case
   PART IV  Item 15.
    Exhibits and
    Financial Statement Schedules  (a)(1) Financial
    Statements
    (a)(2) Financial
    Statement Schedules
    (a)(3) Exhibits
  Form 10-K,
 122




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##### Table of Contents



Signatures  Pursuant to the requirements of Section 13 or 15(d) of
    the Securities Exchange Act of 1934, each of the registrants has
    duly caused this report to be signed on its behalf by the
    undersigned, thereunto duly authorized.
  
    By:
    /s/  Cristóbal
    Conde  Cristóbal Conde,
 President and Chief Executive Officer
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, this Report has been signed below by the following
    persons on behalf of the registrants and in the capacities and
    on the dates indicated.
  Signature

Capacity

Date/s/  Cristóbal
    CondeCristóbal
    Conde

President, Chief Executive Officer and Director (principal
    executive officer)

March 24, 2010/s/  Robert
    F. WoodsRobert
    F. Woods

Chief Financial Officer (principal financial officer)

March 24, 2010/s/  Karen
    M. MullaneKaren
    M. Mullane

Vice President and Controller (principal accounting officer)

March 24, 2010/s/  Chinh
    E. ChuChinh
    E. Chu

Director

March 24, 2010/s/  John
    ConnaughtonJohn
    Connaughton

Director

March 24, 2010/s/  James
    H. Greene, Jr.James
    H. Greene, Jr.

Director

March 24, 2010/s/  Glenn
    H. HutchinsGlenn
    H. Hutchins

Chairman of the Board of Directors

March 24, 2010/s/  James
    MannJames
    Mann

Director

March 24, 2010/s/  John
    MarrenJohn
    Marren

Director

March 24, 2010/s/  Sanjeev
    MehraSanjeev
    Mehra

Director

March 24, 2010/s/  Julie
    RichardsonJulie
    Richardson

Director

March 24, 2010  123




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##### Table of Contents



List of
    Exhibits  NUMBER

DOCUMENT3
.1

Amended and Restated Certificate of Incorporation of SunGard
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).3
.2

Amended and Restated Bylaws of SunGard (incorporated by
    reference to the Exhibits filed with SunGards Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2007 (Commission
    File
    No. 1-12989)).3
.3

Amended and Restated Certificate of Incorporation of SunGard
    Capital Corp. (incorporated by reference to the Exhibits filed
    with SunGard Capital Corp.s Registration Statement on
    Form 10-12G
    filed on April 30, 2009 (Commission File
    No. 000-53653)).3
.4

Amended and Restated Bylaws of SunGard Capital Corp.
    (incorporated by reference to the Exhibits filed with SunGard
    Capital Corp.s Registration Statement on
    Form 10-12G
    filed on April 30, 2009 (Commission File
    No. 000-53653)).3
.5

Amended and Restated Certificate of Incorporation of SunGard
    Capital Corp. II (incorporated by reference to the Exhibits
    filed with SunGard Capital Corp. IIs Registration
    Statement on
    Form 10-12G
    filed on April 30, 2009 (Commission File
    No. 000-53654)).3
.6

Amended and Restated Bylaws of SunGard Capital Corp. II
    (incorporated by reference to the Exhibits filed with SunGard
    Capital Corp. IIs Registration Statement on
    Form 10-12G
    filed on April 30, 2009 (Commission File
    No. 000-53654)).4
.1

Indenture dated January 15, 2004 between SunGard and The
    Bank of New York, as trustee (incorporated by reference to the
    Exhibits filed with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003 (Commission
    File
    No. 1-12989)).4
.2

Indenture, dated as of August 11, 2005, among Solar Capital
    Corp., SunGard Data Systems Inc., Guarantors named therein and
    The Bank of New York, as Trustee, governing the
    91/8% Senior
    Notes and Senior Floating Rate Notes (incorporated by reference
    to the Exhibits filed with SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).4
.3

Indenture, dated as of August 11, 2005, among Solar Capital
    Corp., SunGard Data Systems Inc., Guarantors named therein and
    The Bank of New York, as Trustee, governing the
    101/4% Senior
    Subordinated Notes (incorporated by reference to the Exhibits
    filed with SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).4
.4

Indenture, dated as of September 29, 2008, among SunGard
    Data Systems Inc., Guarantors named therein and The Bank of New
    York Mellon, as Trustee, governing the 10.625% Senior Notes
    (incorporated by reference to the Exhibits filed with
    SunGards Current Report on
    Form 8-K
    dated September 29, 2008 and filed October 3, 2008
    (Commission File
    No. 1-12989)).10
.1

Lease, dated April 12, 1984, between SunGard and Broad and
    Noble Associates, Inc., relating to SunGards facility at
    401 North Broad Street, Philadelphia, Pennsylvania, and
    Amendments thereto, dated October 18, 1989,
    September 30, 1991 and November 19, 1992 (401
    Lease) (incorporated by reference to the Exhibits filed
    with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1992 (Commission
    File
    No. 0-14232)).10
.2

Amendment to 401 Lease, dated October 9, 1995 (incorporated
    by reference to the Exhibits filed with SunGards Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 1995 (Commission
    File
    No. 0-14232)).10
.3

Amendment to 401 Lease, dated December 23, 1996
    (incorporated by reference to the Exhibits filed with
    SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1996 (Commission
    File
    No. 0-14232)).10
.4

Amendment to 401 Lease, dated March 1997 (incorporated by
    reference to the Exhibits filed with SunGards Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 1997 (Commission
    File
    No. 1-12989)). 124




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NUMBER

DOCUMENT10
.5

Amendment to 401 Lease, dated December 18, 1997
    (incorporated by reference to the Exhibits filed with
    SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1997 (Commission
    File
    No. 1-12989)).10
.6

Amendment to 401 Lease, dated June 9, 1999 (incorporated by
    reference to the Exhibits filed with SunGards Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 1999 (Commission
    File
    No. 1-12989)).10
.7

Amendment to 401 Lease, dated June 29, 2000 (incorporated
    by reference to the Exhibits filed with SunGards Annual
    Report on
    Form 10-K
    for the fiscal year ended December 31, 2000 (Commission
    File
    No. 1-12989)).10
.8

Amendment to 401 Lease, dated March 31, 2006 (incorporated
    by reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended March 31, 2006 (Commission
    File
    No. 1-12989)).10
.9*

Lease, effective January 1, 2010 and dated
    November 20, 2009, between SunGard and Callowhill
    Management, Inc. relating to SunGards facility at 401
    North Broad Street, Philadelphia, Pennsylvania (filed with this
    Report).10
.10

October 1999 Lease by and between Russo Family Limited
    Partnership and SunGard (as successor to Comdisco, Inc.);
    Amendment to Lease Agreement, dated November 15, 2001, by
    and between Russo Family Limited Partnership and SunGard; and
    Lease Assignment and Assumption Agreement, dated
    November 15, 2001, between Comdisco, Inc. and SunGard (each
    relating to SunGards facility at 777 Central Boulevard,
    Carlstadt, New Jersey) (incorporated by reference to the
    Exhibits filed with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2001 (Commission
    File
    No. 1-12989)).10
.11*

Amended and Restated Lease Agreement, dated November 23,
    2009, by and between Russo Family Limited Partnership, L.P. and
    SunGard relating to SunGards facility at 777 Central
    Boulevard, Carlstadt, New Jersey (filed with this Report).10
.12

August 2002 Lease Agreement between 760 Washington Avenue,
    L.L.C. and SunGard relating to SunGards facility at 760
    Washington Avenue, Carlstadt, New Jersey (760 Washington
    Lease) (incorporated by reference to the Exhibits filed
    with SunGards Annual Report on Form
    10-K for the
    fiscal year ended December 31, 2002 (Commission File
    No. 1-12989)).10
.13

Amendment to 760 Washington Lease, dated May 16, 2003
    (incorporated by reference to the Exhibits filed with
    SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2003 (Commission
    File
    No. 1-12989)).10
.14*

Amended and Restated Lease Agreement, dated November 23,
    2009, by and between 760 Washington Avenue, L.L.C. and SunGard
    relating to SunGards facility at 760 Washington Avenue,
    Carlstadt, New Jersey (filed with this Report).10
.15

January 2005 Lease Agreement between 410 Commerce L.L.C. and
    SunGard relating to SunGards facility at 410 Commerce
    Boulevard, Carlstadt, New Jersey (410 Commerce Boulevard
    Lease) (incorporated by reference to the Exhibits filed
    with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2004 (Commission
    File
    No. 1-12989)).10
.16*

Amendment to 410 Commerce Boulevard Lease, dated
    November 23, 2009 (filed with this Report).10
.17

Amended and Restated Credit Agreement, dated as of June 9,
    2009 among SunGard Data Systems Inc. and the Overseas Borrowers
    party thereto as Borrowers, SunGard Holdco LLC, the Lenders
    party thereto and JPMorgan Chase Bank, N.A., as Administrative
    Agent, Swing Line Lender and L/C Issuer (incorporated by
    reference to the Exhibit filed on SunGards Current Report
    on
    Form 8-K
    dated June 9, 2009 and filed June 10, 2009 (Commission
    File
    No. 1-12989)10
.20

Guarantee Agreement, dated as of August 11, 2005, among
    SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital
    Corp., the Subsidiaries of SunGard Data Systems Inc. identified
    therein and JPMorgan Chase Bank, N.A., as Administrative Agent
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)). 125




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NUMBER

DOCUMENT10
.21

Security Agreement, dated as of August 11, 2005, among
    SunGard Holdco LLC, SunGard Data Systems Inc., Solar Capital
    Corp., the Subsidiaries of SunGard Data Systems Inc. identified
    therein and JPMorgan Chase Bank, N.A., as Collateral Agent
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.22

Intellectual Property Security Agreement, dated as of
    August 11, 2005, among SunGard Holdco LLC, SunGard Data
    Systems Inc., Solar Capital Corp., the Subsidiaries of SunGard
    Data Systems Inc. identified therein and JPMorgan Chase Bank,
    N.A., as Collateral Agent (incorporated by reference to the
    Exhibits filed with SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.23

Credit and Security Agreement, dated as of March 27, 2009,
    by and among SunGard AR Financing LLC as the Borrower, the
    financial institutions signatory thereto from time to time as
    the Lenders, and General Electric Capital Corporation as a
    Lender, as the Swing Line Lender and as the Administrative Agent
    (incorporated by reference to the Exhibits filed with
    SunGards Current Report on
    Form 8-K
    dated March 27, 2009 and filed on April 2, 2009
    (Commission File
    No. 1-12989)).10
.24

Receivables Sale Agreement, dated as of March 27, 2009, by
    and among each of the persons signatory thereto from time to
    time as Sellers, SunGard AR Financing LLC as the Buyer, and
    SunGard Data Systems Inc., as the Seller Agent (incorporated by
    reference to the Exhibits filed with SunGards Current
    Report on
    Form 8-K
    dated March 27, 2009 and filed on April 2, 2009
    (Commission File
    No. 1-12989)).10
.25

Seller Support Agreement, dated as of March 27, 2009, by
    SunGard Data Systems Inc., in favor of SunGard AR Financing LLC
    (incorporated by reference to the Exhibits filed with
    SunGards Current Report on
    Form 8-K
    dated March 27, 2009 and filed on April 2, 2009
    (Commission File
    No. 1-12989)).10
.26(1)

Form of Change in Control Agreement including the
    30-Day
    Clause between SunGard Data Systems Inc. and certain key
    executives of SunGard Data Systems Inc., effective
    December 15, 2004 (incorporated by reference to the
    Exhibits filed with SunGards Current Report on
    Form 8-K
    dated December 14, 2004 and filed on December 20,
    2004).10
.27(1)

Form of Change in Control Agreement not including the
    30-Day
    Clause between SunGard Data Systems Inc. and certain key
    executives of SunGard Data Systems Inc., effective
    December 15, 2004 (incorporated by reference to the
    Exhibits filed with SunGards Current Report on
    Form 8-K
    dated December 14, 2004 and filed on December 20,
    2004).10
.28(1)

Form of Executive Employment Agreement, effective as of
    August 11, 2005, between SunGard Data Systems Inc. and
    certain executive officers of SunGard Data Systems Inc.
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.29(1)

Form of Executive Employment Agreement, effective as of
    August 11, 2005, between SunGard Data Systems Inc. and
    certain executive officers of SunGard Data Systems Inc. located
    in California, the United Kingdom and Switzerland (incorporated
    by reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.30(1)

Form of Executive Employment Agreement, effective as of
    August 11, 2005, between SunGard Data Systems Inc. and
    certain executive officers of SunGard Data Systems Inc. employed
    by a subsidiary of SunGard Data Systems Inc. (incorporated by
    reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.31(1)

Form of Executive Employment Agreement, effective as of
    August 11, 2005, between SunGard Data Systems Inc. and
    certain executive officers of SunGard Data Systems Inc. located
    in California, the United Kingdom and Switzerland employed by a
    subsidiary of SunGard Data Systems Inc. (incorporated by
    reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)). 126




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##### Table of Contents



NUMBER

DOCUMENT10
.32(1)

Employment Agreement between Cristóbal Conde and SunGard
    Data Systems Inc., dated and effective as of August 11,
    2005 (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.33*(1)

Employment Agreement between Kathleen Asser Weslock and SunGard
    Data Systems Inc., dated and effective as of March 16, 2010
    (filed with this Report).10
.34(1)

Employment Agreement between Eric Berg and SunGard Availability
    Services LP, dated and effective as of October 9, 2007
    (incorporated by reference to the Exhibits filed with
    SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007 (Commission
    File
    No. 1-12989)).10
.35*(1)

Employment Agreement between Karen Mullane and SunGard Data
    Systems Inc., dated and effective as of December 29 2009 (filed
    with this Report).10
.36(1)

Employment Agreement between Gil Santos and SunGard HTE Inc.
    (now named SunGard Public Sector Inc.), dated and effective as
    of November 15, 2007 (Santos Employment
    Agreement) (incorporated by reference to the Exhibits
    filed with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007 (Commission
    File
    No. 1-12989)).10
.37*(1)

Amendment dated February 27, 2010 to Santos Employment
    Agreement (filed with this Report).10
.38(1)

Employment Agreement between Robert Woods and SunGard Data
    Systems Inc., effective as of January 1, 2010 (incorporated
    by reference to the Exhibits filed with SCCs, SCCIIs
    and SunGards Current Report on
    Form 8-K
    dated December 16, 2009 and filed on December 22,
    2009) (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.39(1)

Agreement between James L. Mann and SunGard Data Systems Inc.
    dated August 16, 2002 (incorporated by reference to the
    Exhibits filed with SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2002
    (Commission File
    No. 1-12989)),
    as amended by Amendment dated as of February 25, 2004
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended March 31, 2004 (Commission
    File
    No. 1-12989)).10
.40(1)

SunGard 2005 Management Incentive Plan as Amended May 12,
    2009 (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2009 (Commission
    File
    No. 1-12989)).10
.41(1)

SunGard Dividend Rights Plan as Amended September 6, 2007
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007
    (Commission File
    No. 1-12989)).10
.42(1)

Forms of Rollover Stock Option Award Agreements (incorporated by
    reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.43(1)

Forms of Time-Based Stock Option Award Agreements (incorporated
    by reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.44(1)

Forms of Performance-Based Stock Option Award Agreements
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.45(1)

Forms of Time-Based Restricted Stock Unit Award Agreements
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007
    (Commission File
    No. 1-12989)).10
.46(1)

Forms of Performance-Based Restricted Stock Unit Award
    Agreements (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007
    (Commission File
    No. 1-12989)).10
.47(1)

Forms of Time-Based Class A Stock Option Award Agreements
    (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007
    (Commission File
    No. 1-12989)). 127




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##### Table of Contents



NUMBER

DOCUMENT10
.48(1)

Forms of Performance-Based Class A Stock Option Award
    Agreements (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2007
    (Commission File
    No. 1-12989)).10
.49(1)

Form of Amendment to the Performance Based Stock Option Award
    Agreements (incorporated by reference to the Exhibits filed with
    Schedule TO of SunGard Capital Corp. and SunGard Capital
    Corp. II, each filed August 13, 2009 (Commission File Nos.
    5-84880 and 5-84881, respectively)).10
.50(1)

Form of Amendment to the Performance-Based Restricted Stock Unit
    Award Agreements (incorporated by reference to the Exhibits
    filed with Schedule TO of SunGard Capital Corp. and SunGard
    Capital Corp. II, each filed August 13, 2009 (Commission
    File Nos. 5-84880 and 5-84881, respectively)).10
.51(1)

Form of Amendment to the Performance-Based Class A Stock
    Option Award Agreements (incorporated by reference to the
    Exhibits filed with Schedule TO of SunGard Capital Corp.
    and SunGard Capital Corp. II, each filed August 13, 2009
    (Commission File Nos. 5-84880 and 5-84881, respectively))10
.52(1)

Forms of Amendment to Senior Management Performance-Based Stock
    Option Award Agreements (incorporated by reference to the
    Exhibits filed with SCCs, SCCIIs and SunGards
    Current Report on
    Form 8-K
    dated November 30, 2009 and filed on December 3, 2009)
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.53(1)

Form of Amendment to Senior Management Performance-Based
    Class A Stock Option Award Agreement (incorporated by
    reference to the Exhibits filed with SCCs, SCCIIs
    and SunGards Current Report on
    Form 8-K
    dated November 30, 2009 and filed on December 3, 2009)
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.54(1)

Form of Amendment to Senior Management Performance-Based
    Restricted Stock Unit Award Agreement (incorporated by reference
    to the Exhibits filed with SCCs, SCCIIs and
    SunGards Current Report on
    Form 8-K
    dated November 30, 2009 and filed on December 3, 2009)
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.55(1)

Forms of 2009 Senior Management Performance-Based Restricted
    Stock Unit Award Agreements (incorporated by reference to the
    Exhibits filed with SCCs, SCCIIs and SunGards
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.56(1)

Forms of 2009 Senior Management Performance-Based Class A
    Stock Option Award Agreements (incorporated by reference to the
    Exhibits filed with SCCs, SCCIIs and SunGards
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.57(1)

Form of 2009 Senior Management Time-Based Restricted Stock Unit
    Award Agreement (incorporated by reference to the Exhibits filed
    with SCCs, SCCIIs and SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.58(1)

Form of 2009 Senior Management Time-Based Class A Stock
    Option Award Agreement (incorporated by reference to the
    Exhibits filed with SCCs, SCCIIs and SunGards
    Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2009
    (Commission File Nos. 1-12989,
    000-53653
    and
    000-53654,
    respectively).10
.59*(1)

Summary Description of SunGards Annual Executive Incentive
    Compensation Program (filed with this Report).10
.60(1)

Form of Indemnification Agreement entered into by SunGard with
    certain officers (incorporated by reference to the Exhibits
    filed with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 1991 (Commission
    File
    No. 0-14232)).10
.61(1)

Form of Indemnification Agreement between SunGard Capital
    Corporation, SunGard Capital Corporation II, SunGard Holding
    Corporation, SunGard HoldCo LLC, SunGard Data Systems Inc. and
    directors and certain executive officers of SunGard Data Systems
    Inc. (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)). 128




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##### Table of Contents



NUMBER

DOCUMENT10
.62

Stockholders Agreement, dated as of August 10, 2005, by and
    among SunGard Capital Corp., SunGard Capital Corp. II, SunGard
    Holding Corp., SunGard Holdco LLC, Solar Capital Corp. and
    Certain Stockholders of SunGard Capital Corp. and SunGard
    Capital Corp. II (incorporated by reference to the Exhibits
    filed with SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989))10
.63

Participation, Registration Rights and Coordination Agreement,
    dated as of August 10, 2005, by and among SunGard Capital
    Corp., SunGard Capital Corp. II, SunGard Holding Corp., SunGard
    Holdco LLC, Solar Capital Corp. and Certain Persons who will be
    Stockholders of SunGard Capital Corp. and SunGard Capital Corp.
    II (incorporated by reference to the Exhibits filed with
    SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.64

Principal Investor Agreement, dated as of August 10, 2005,
    by and among SunGard Capital Corp., SunGard Capital Corp. II,
    SunGard Holding Corp., SunGard Holdco LLC, Solar Capital Corp.
    and the Principal Investors (Principal Investor
    Agreement) (incorporated by reference to the Exhibits
    filed with SunGards Quarterly Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).10
.65

Amendment No. 2 to Principal Investor Agreement, dated as
    of January 31, 2008 (incorporated by reference to the
    Exhibits filed with SunGards Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007 (Commission
    File
    No. 1-12989)).10
.66

Management Agreement, dated as of August 11, 2005, by and
    among SunGard Data Systems Inc., SunGard Capital Corp., SunGard
    Capital Corp. II, SunGard Holding Corp., SunGard Holdco LLC,
    Bain Capital Partners, LLC, Blackstone Communications Advisors I
    L.L.C., Blackstone Management Partners IV L.L.C., Goldman,
    Sachs & Co., Kohlberg Kravis Roberts & Co.
    L.P., Providence Equity Partners V Inc., Silver Lake Management
    Company, L.L.C. and TPG GenPar IV, L.P. (incorporated by
    reference to the Exhibits filed with SunGards Quarterly
    Report on
    Form 10-Q
    for the quarterly period ended September 30, 2005
    (Commission File
    No. 1-12989)).12
.1*

Computation of Ratio of Earnings to Fixed Charges (filed with
    this Report).21
.1*

Subsidiaries of the Registrants (filed with this Report).23
.1*

Consent of Independent Registered Public Accounting Firm
    regarding SunGards consolidated financial statements
    (filed with this Report).31
.1*

Certification of Cristóbal Conde, Chief Executive Officer,
    required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    and Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    with this Report).31
.2*

Certification of Robert F. Woods, Chief Financial Officer,
    required by
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    and Section 302 of the Sarbanes-Oxley Act of 2002 (filed
    with this Report).32
.1*

Certification of Cristóbal Conde, Chief Executive Officer,
    required by
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    and Section 906 of the Sarbanes-Oxley Act of 2002 (filed
    with this Report).32
.2*

Certification of Robert F. Woods, Chief Financial Officer,
    required by
    Rule 13a-14(b)
    or
    Rule 15d-14(b)
    and Section 906 of the Sarbanes-Oxley Act of 2002 (filed
    with this Report).     
    
    Material redacted and submitted by the registrants separately to
    the U.S. Securities and Exchange Commission under a request for
    confidential treatment.*
    
    Filed with this report.(1)
    
    Management contract or compensatory plan or arrangement. 129