8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report:

April 19, 2005
(Date of earliest event reported)

SYBASE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-16493	94-2951005
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)

One Sybase Drive
Dublin, CA 94568
(Address of principal executive offices)

Registrant’s telephone number, including area code: (925) 236-5000

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

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

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

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

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

TABLE OF CONTENTS

EXHIBIT 99.1

Item 2.02 Results of Operations and Financial Condition

     (a) On April 19, 2005, Sybase, Inc. issued a press release announcing its results for the three months ended March 31, 2005 (“Q1 2005 Release”), a copy of which is furnished as Exhibit 99.1 and incorporated herein by reference. As part of the Q1 2005 Release, Sybase presented certain financial information, including the following:

(1)	Reconciliation to Pro Forma Condensed Consolidated Statements of Operations (unaudited) for the three months ended March 31, 2005 and 2004, respectively
(2)	Condensed Consolidated Balance Sheets for March 31, 2005 (unaudited) and December 31, 2004
(3)	Condensed Consolidated Statements of Income Pro Forma without purchase accounting, cost of restructure, and stock compensation expense (unaudited) for the three months ended March 31, 2005 and 2004, respectively
(4)	Condensed Consolidated Statements of Income (unaudited) for the three months ended March 31, 2005 and 2004, respectively
(5)	Condensed Consolidated Statements of Cash Flows (unaudited) for the three months ended March 31, 2005 and 2004, respectively
(6)	Consolidated Statement of Operations by Segment Pro Forma without purchase accounting, cost of restructure, and stock compensation expense for the three months ended March 31, 2005 (unaudited)
(7)	Consolidated Statement of Operations by Segment for the three months ended March 31, 2005 (unaudited)

     (b) On the same date, the Company orally disclosed certain of the above-referenced pro forma and GAAP amounts, and provided pro forma and GAAP financial guidance for the three months ending June 30, 2005 and twelve months ending December 31, 2005 during a webcast and conference call meeting all of the following requirements:

(1)	The information was provided as part of a presentation that was complementary to and occurred within 48 hours of publication of the Q1 2005 Release;
(2)	The presentation was broadly accessible to the public by dial-in conference call and webcast;
(3)	The financial and other statistical information contained in the presentation was available on the Company’s external website together with information required under Section 244.100 of Regulation G at the time of the conference call and webcast; and
(4)	The presentation was announced by widely disseminated press release that included instructions as to when and how to access the presentation and the location on the Company’s website where the information would be available.

     (c) In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits

     (c) Exhibits

Exhibit No.	Description
99.1	Press Release of Sybase, Inc. issued April 19, 2005

SIGNATURE

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

	SYBASE, INC.
Date: April 20, 2005	By:	/s/ DANIEL R. CARL
		Name:	Daniel R. Carl
		Title:	Vice President and General Counsel

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of Sybase, Inc. issued April 19, 2005

EX-99.1

Exhibit 99.1

For Financial Inquiries, Contact:

Lynne Farris
Sybase Investor Relations
lfarris@sybase.com
(925) 236-8797

For Press Inquiries, Contact:

Heather Peterson
Sybase Public Relations
heatherp@sybase.com
(925) 236-6517

SYBASE REPORTS STRONG 2005 FIRST QUARTER RESULTS,
EXCEEDING FIRST CALL CONSENSUS ESTIMATES
License Revenues Increase 8%
Mobile & Wireless Business Grows 38%

DUBLIN, Calif. – April 19, 2005 – Sybase, Inc. (NYSE: SY), a leading provider of enterprise infrastructure and wireless software, today reported that total license revenues increased 8% for the first quarter ended March 31, 2005 compared with the same quarter a year ago. Total revenues for the quarter increased 5% to $191.9 million from total revenues of $183.2 million for the first quarter of 2004.

     Pro forma net income for the first quarter reached $20.6 million, or earnings of $0.22 per share on a diluted basis (EPS). This compares with pro forma net income of $18.2 million, or EPS of $0.18 for the 2004 first quarter. Net income for the 2005 first quarter calculated in accordance with generally accepted accounting principles (GAAP) was $13.3 million, or EPS of $0.14, versus GAAP net income of $13.2 million, or EPS of $0.13 for the 2004 first quarter. Pro forma amounts exclude amortization of certain expenses including certain purchased intangibles, unearned stock-based compensation, and restructuring costs. Accompanying this release is a reconciliation of pro forma and GAAP amounts for the first quarter ended March 31, 2005.

     “We’re proud of our results this quarter,” said John Chen, chairman, CEO, and president of Sybase. “Our performance was driven by ongoing growth in our

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mobile/wireless segment and substantial growth in our flagship database business. It’s clear the investment we made over the past year in building and training our sales force is paying dividends, as we executed very well in a soft environment.”

     “Additionally, we generated strong cash flow from operations and increased profitability on a GAAP and pro forma basis. With leading-edge technology, financial strength, and a strong management team guiding our initiatives, we’re confident in our ability to advance our goals in 2005 and beyond,“ concluded Mr. Chen.

Balance Sheet and Other Data

     At March 31, 2005, Sybase reported $899.3 million in cash and cash investments, including restricted cash of $8.0 million. The company generated $70.0 million in cash flow from operations in the first quarter.

     Sybase repurchased approximately $130 million worth of its stock during the 2005 first quarter, which included $125 million repurchased concurrent with the convertible subordinated note offering in February 2005. Approximately $98.7 million remains authorized in the company’s current share repurchase program.

     Days sales outstanding for the first quarter was 59 days.

Conference Call and Webcast Information

     The Sybase 2005 first quarter conference call and Webcast is scheduled to begin at 7:30 a.m., Pacific Time/10:30 a.m. Eastern Time, on Tuesday, April 19, 2005. To access the live Webcast, please visit www.fulldisclosure.com or Sybase’s Website at www.sybase.com at least 20 minutes prior to the call to download any necessary audio or plug-in software. A one-week conference call replay will be available. To access the replay, please dial (888) 203-1112 for domestic access and (719) 457-0820 for international callers; the access code for the telephone replay is #8478640. Additionally, a Webcast replay will be available through July 20, 2005.

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About Sybase, Inc.

     Sybase is the largest global enterprise software company exclusively focused on managing and mobilizing information from the data center to the point of action. Sybase provides open, cross-platform solutions that securely deliver information anytime, anywhere, enabling customers to create an information edge. The world’s most critical data in commerce, finance, government, healthcare, and defense runs on Sybase. For more information, visit the Sybase Website: http://www.sybase.com.

Forward-Looking Statements

     Certain statements in this release concerning Sybase, Inc. and its prospects and future growth are forward-looking and involve a number of uncertainties and risks. Factors that could cause actual events or results to differ materially from those suggested by these forward-looking statements include, but are not limited to, the performance of the global economy and growth in software industry sales; possible disruptive effects of organizational or personnel changes; the success of certain business combinations engaged in by the company or by competitors; political unrest or acts of war; market acceptance of the company’s products and services; customer and industry analyst perception of the company and its technology vision and future prospects; and other factors described in Sybase, Inc.’s reports filed with the Securities Exchange Commission, including its Annual Report on Form 10-K for the year ended December 31, 2004.

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Sybase First Quarter 2005 Selected Highlights

Sybase announcements during the first quarter of 2005 expanded upon the company’s leadership in the mobile enterprise computing market, with particular focus on industry accolades and the extension of new product offerings. Additionally, Sybase broadened its reach with key strategic partnerships and deepened its influence in the healthcare and aeronautical markets.

In Q1 2005, Sybase:

Mobile Enterprise Computing:

•	Outlined vision for delivering the Unwired Enterprise in CTIA keynote address by Sybase CEO John Chen:
	http://www.sybase.com/detail?id=1034836
•	Debuted latest version of AvantGo®, a service of Sybase subsidiary iAnywhere Solutions, with enhanced capabilities for improved wireless synchronization, demonstrating leadership in mobile content delivery and mobile marketing:
	http://www.ianywhere.com/press_releases/ag_new_version.html
•	Debuted new RFID Anywhere™ middleware platform from Sybase subsidiary iAnywhere Solutions, providing a platform to plan, develop, deploy and manage radio frequency identification (RFID) network solutions:
	http://www.ianywhere.com/press_releases/rfid_anywhere.html

Customer Deployments:

•	Revealed the success of a real-time information management solution for Cessna Aircraft company, using Sybase EAServer, PowerBuilder® and PowerDesigner®:
	http://www.sybase.com/detail?id=1034506
•	Announced that ProPath, a leader in pathology services to physicians and hospitals, is implementing two Sybase software solutions — the Sybase Provider kiosk and RFID Anywhere — to better manage specimen testing:
	http://www.sybase.com/detail?id=1034545
•	Revealed that Relavis Corporation, a leader in CRM solutions, selected Sybase subsidiary iAnywhere Solutions’ Pylon Application Server™ to enable sales people to access key information through the convenience of hand-held technology:
	http://www.ianywhere.com/press_releases/relavis.html
•	Announced Sybase subsidiary iAnywhere Solutions’ customers Brink’s; Lufthansa Systems; The Office of the Sheriff, Charles County, MD; Pioneer Hi-Bred; Reed Elsevier; and Winfield Solutions, demonstrating momentum and success of mobile technology to simplify business processes and drive revenue:
	http://www.ianywhere.com/press_releases/customer_wins.html

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Partnerships:

•	Announced that several Sybase technologies have been certified for use on Cingular’s GSM/GPRS/EDGE wireless network, an agreement that should speed the development and deployment of wireless applications on the fastest national wireless network in the U.S.:
	http://www.ianywhere.com/press_releases/sybase_cingular.html
•	Unveiled the general availability of Sybase Adaptive Server® Enterprise for Linux on IBM’s eServer™ OpenPower™ systems with complete support and consulting services from Sybase and IBM to support mission-critical applications:
	http://www.sybase.com/detail?id=1034555
•	Extended support for the Research In Motion (RIM) BlackBerry wireless platform within its iAnywhere Solutions mobile product portfolio to empower BlackBerry users with broader access to enterprise applications:
	http://www.ianywhere.com/press_releases/sybase_rim.html
•	Sybase joined the Eclipse Foundation as a Strategic Developer Member, building upon its significant contributions to the Eclipse community and furthering the development and delivery of open source development tooling.
	http://search.sybase.com/search/simple.do?keyword=Eclipse

Industry Accolades:

•	Recognized by MobileTrax’s annual Mobility Awards for Sybase subsidiary iAnywhere Solutions’ Answers Anywhere™ product and acquisition of XcelleNet®, highlighting best of breed product portfolio:
	http://www.ianywhere.com/press_releases/mobiletrax_2005.html
•	Acknowledged by Open Source World’s Editor’s Choice Award, highlighting Sybase ASE for the “Best Linux Database”:
	http://www.sybase.com/detail?id=1034058
•	Attained a security certification of level 4 (EAL4) from the International Common Criteria for Information Technology Security Evaluation for Sybase ASE:
	http://www.sybase.com/detail?id=1034550
•	Announced that 24 Sybase technology partners will be named 2005 Computerworld Honors Laureates and receive a Medal of Achievement, a program recognizing leaders of innovation in nine fields:
	http://www.sybase.com/details?id=1035147
	Sybase, Adaptive Server Enterprise, Answers Anywhere, AvantGo, iAnywhere Solutions, PowerBuilder, PowerDesigner, Pylon Application Server, RFID Anywhere, and XcelleNet are trademarks of Sybase, Inc. or its subsidiaries. All other names may be trademarks of the companies with which they are associated.

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SYBASE, INC.
RECONCILIATION TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(UNAUDITED)

	Three Months Ended March 31, 2005									Three Months Ended March 31, 2004
				Pro forma								Pro forma
(In thousands, except per share data)	GAAP			Adjustments (2)				Pro forma		GAAP		Adjustments (2)				Pro forma
Revenues:
License fees	$	62,708			–			$	62,708	$	57,905		–			$	57,905
Services		129,203			–				129,203		125,254		–				125,254
Total revenues		191,911			–				191,911		183,159		–				183,159
Costs and expenses:
Cost of license fees		14,258			(4,710	)	a		9,548		13,580		(3,831	)	a		9,749
Cost of services		40,340			(67	)	b		40,273		41,629		(45	)	b		41,584
Sales and marketing		59,578			(93	)	b		59,485		58,240		(68	)	b		58,172
Product development and engineering		33,527			(9	)	b		33,518		30,667		(19	)	b		30,648
General and administrative		22,233			(1,288	)	b		20,945		20,943		(1,170	)	b		19,773
Amortization of other purchased intangibles		1,677			(1,677	)	a		–		500		(500	)	a		–
Cost (Reversal) of restructure		(8	)		8		c		–		125		(125	)	c		–
Total costs and expenses		171,605			(7,836	)			163,769		165,684		(5,758	)			159,926
Operating income		20,306			7,836				28,142		17,475		5,758				23,233
Interest income and expense and other, net		3,108			–				3,108		3,589		–				3,589
Income before income taxes		23,414			7,836				31,250		21,064		5,758				26,822
Provision for income taxes		10,068			557		d		10,625		7,879		704		d		8,583
Net income	$	13,346		$	7,279			$	20,625	$	13,185	$	5,054			$	18,239
Basic net income per share	$	0.14		$	0.08			$	0.22	$	0.14	$	0.05			$	0.19
Shares used in computing basic net income per share		92,669			92,669				92,669		97,291		97,291				97,291
Diluted net income per share	$	0.14		$	0.08			$	0.22	$	0.13	$	0.05			$	0.18
Shares used in computing diluted net income per share		95,134			95,134				95,134		101,054		101,054				101,054

(1)	Use of Pro Forma Financial Information
	To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles (GAAP), Sybase uses pro forma measures of operating results, net income and earnings per share, which are adjusted from GAAP-based results to exclude certain costs and expenses. These pro forma adjustments are provided to enhance an overall understanding of our current financial performance and our prospects for the future, and are one of the primary indicators management uses for planning and forecasting future periods. We have excluded such items, including purchase accounting adjustments in connection with acquisitions, and the cost of restructuring because we do not believe they are indicative of our core business. Even though such items have recurred in the past and may recur in future periods, they are driven by events (such as acquisitions and restructurings) that occur sporadically and are not directly related to our ongoing core business operations. Pro forma financial information is never intended to be considered in isolation from, or as a substitute for, financial results prepared in accordance with GAAP.
(2)	Proforma adjustments
	Proforma adjustments include the following: (a) amortization of purchased intangibles; (b) amortization of unearned stock compensation; (c) cost of restructuring charges; (d) income tax effect of proforma adjustments.

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SYBASE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,			December 31,
	2005			2004
(In thousands, except share and per share data)	(Unaudited)
Current assets:
Cash and cash equivalents	$	394,886		$	321,417
Short-term investments		437,211			158,217
Total cash, cash equivalents and short-term cash investments		832,097			479,634
Restricted cash		5,438			5,356
Accounts receivable, net		126,352			157,897
Deferred income taxes		11,199			11,205
Other current assets		21,318			14,790
Total current assets		996,404			668,882
Long-term cash investments		59,198			33,998
Restricted long-term cash investments		2,600			2,600
Property, equipment and improvements, net		61,013			64,371
Deferred income taxes		41,529			39,440
Capitalized software, net		64,038			61,771
Goodwill, net		213,856			214,110
Other purchased intangibles, net		60,820			67,208
Other assets		39,752			31,142
Total assets	$	1,539,210		$	1,183,522
Current liabilities:
Accounts payable	$	12,557		$	11,962
Accrued compensation and related expenses		32,146			43,632
Accrued income taxes		41,933			32,595
Other accrued liabilities		74,180			81,715
Deferred revenue		231,003			208,741
Total current liabilities		391,819			378,645
Other liabilities		35,118			33,121
Long-term deferred revenue		6,966			10,170
Minority interest		5,030			5,030
Long-term convertible debt		460,000			–
Stockholders’ equity:
Preferred stock, $0.001 par value, 8,000,000 shares authorized; none issued or outstanding		–			–
Common stock, $0.001 par value, 200,000,000 shares authorized; 105,337,362 shares issued (2004 - 105,337,362)		105			105
Additional paid-in capital		952,621			940,806
Accumulated deficit		(54,023	)		(66,690	)
Other comprehensive income		38,133			49,356
Less: Cost of treasury stock (15,865,448 shares and 2004 - 9,818,385)		(278,796	)		(159,617	)
Unearned compensation		(17,763	)		(7,404	)
Total stockholders’ equity		640,277			756,556
Total liabilities and stockholders’ equity	$	1,539,210		$	1,183,522

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SYBASE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
PROFORMA WITHOUT PURCHASE ACCOUNTING, COST OF RESTRUCTURE, AND STOCK COMPENSATION EXPENSE
(UNAUDITED)

	Three Months Ended March 31,
(In thousands, except per share data)	2005		2004
Revenues:
License fees	$	62,708	$	57,905
Services		129,203		125,254
Total revenues		191,911		183,159
Costs and expenses:
Cost of license fees		9,548		9,749
Cost of services		40,273		41,584
Sales and marketing		59,485		58,172
Product development and engineering		33,518		30,648
General and administrative		20,945		19,773
Total costs and expenses		163,769		159,926
Operating income		28,142		23,233
Interest income and expense and other, net		3,108		3,589
Income before income taxes		31,250		26,822
Provision for income taxes		10,625		8,583
Net income	$	20,625	$	18,239
Basic net income per share	$	0.22	$	0.19
Shares used in computing basic net income per share		92,669		97,291
Diluted net income per share	$	0.22	$	0.18
Shares used in computing diluted net income per share		95,134		101,054

Note: The pro forma statement of operations is intended to present the Company’s operating results excluding purchase accounting adjustments associated with the acquisitions of Home Financial Network, Inc., New Era of Networks, Inc., AvantGo Inc., Dejima, Inc., and XcelleNet, Inc. and other purchased intangibles. Such purchase accounting adjustments would include amortization of developed technology, amortization of intangibles, goodwill impairment loss, in-process research and development costs, and related adjustments for income tax provision. The pro forma statement of operations also excludes stock compensation expense, restructuring costs, and cumulative effect of an accounting change which we do not believe are indicative of our core business. Even though such items have recurred in the past and may recur in future periods, they are driven by events (such as acquisitions and restructurings) that occur sporadically and are not directly related to our ongoing core business operations. Pro forma financial information is never intended to be considered in isolation from, or as a substitute for, financial results prepared in accordance with GAAP.

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SYBASE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

	Three Months Ended March 31,
(In thousands, except per share data)	2005			2004
Revenues:
License fees	$	62,708		$	57,905
Services		129,203			125,254
Total revenues		191,911			183,159
Costs and expenses:
Cost of license fees		14,258			13,580
Cost of services		40,340			41,629
Sales and marketing		59,578			58,240
Product development and engineering		33,527			30,667
General and administrative		22,233			20,943
Amortization of other purchased intangibles		1,677			500
Cost (Reversal) of restructure		(8	)		125
Total costs and expenses		171,605			165,684
Operating income		20,306			17,475
Interest income and expense and other, net		3,108			3,589
Income before income taxes		23,414			21,064
Provision for income taxes		10,068			7,879
Net income	$	13,346		$	13,185
Basic net income per share	$	0.14		$	0.14
Shares used in computing basic net income per share		92,669			97,291
Diluted net income per share	$	0.14		$	0.13
Shares used in computing diluted net income per share		95,134			101,054

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SYBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Three Months Ended
	March 31,
(Dollars in thousands)	2005			2004
Cash and cash equivalents, beginning of year	$	321,417		$	315,404
Cash flows from operating activities:
Net income		13,346			13,185
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		20,539			19,892
Loss on disposal of assets		327			341
Deferred income taxes		(2,083	)		(1,324	)
Amortization of deferred stock-based compensation		1,457			1,302
Amortization of note issuance costs		202			—
Changes in assets and liabilities:
Accounts receivable		29,853			31,864
Other current assets		(6,527	)		(3,128	)
Other assets – operating		877			216
Accounts payable		595			2,010
Accrued compensation and related expenses		(11,486	)		(9,235	)
Accrued income taxes		9,472			(1,321	)
Other accrued liabilities		(7,747	)		(13,235	)
Deferred revenues		19,058			24,705
Other liabilities		2,082			1,126
Net cash provided by operating activities		69,965			66,398
Cash flows from investing activities:
Increase in restricted cash		(82	)		(165	)
Purchases of available-for-sale cash investments		(404,594	)		(25,336	)
Maturities of available-for-sale cash investments		99,297			22,286
Sales of available-for-sale cash investments		451			45,561
Purchases of property, equipment and improvements		(3,757	)		(7,764	)
Proceeds from sale of fixed assets		10			68
Capitalized software development costs		(9,588	)		(8,157	)
(Increase) Decrease in other assets – investing		1			(26	)
Net cash provided by (used for) investing activities		(318,262	)		26,467
Cash flows from financing activities:
Proceeds from the issuance of convertible subordinated notes, net of issuance costs		450,529			—
Payments on capital lease		(79	)		—
Net proceeds from the issuance of common stock and reissuance of treasury stock		10,085			16,950
Purchases of treasury stock		(129,942	)		(53,946	)
Net cash provided by (used for) financing activities		330,593			(36,996	)
Effect of exchange rate changes on cash		(8,827	)		(817	)
Net increase in cash and cash equivalents		73,469			55,052
Cash and cash equivalents, end of period		394,886			370,456
Cash investments, end of period		496,409			216,202
Total cash, cash equivalents and cash investments, end of period	$	891,295		$	586,658

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SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
PROFORMA WITHOUT PURCHASE ACCOUNTING, COST OF RESTRUCTURE, AND STOCK COMPENSATION EXPENSE
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(UNAUDITED)

	Infrastructure		iAnywhere		Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions		Fusion			Eliminations			Total
Revenues:
License fees
Infrastructure	$	46,861	$	11	$	–		$	–		$	46,872
Mobile and Embedded		5,422		10,120		–			–			15,542
E-Finance		–		–		294			–			294
Subtotal license fees		52,283		10,131		294			–			62,708
Intersegment license revenues		21		4,510		–			(4,531	)		–
Total license fees		52,304		14,641		294			(4,531	)		62,708
Services		114,648		8,939		5,616			–			129,203
Intersegment service revenues		5		6,499		1,004			(7,508	)		–
Total services		114,653		15,438		6,620			(7,508	)		129,203
Total revenues		166,957		30,079		6,914			(12,039	)		191,911
Total allocated costs and expenses		142,266		27,457		7,600			(12,039	)		165,284
Operating income (loss) before unallocated costs	$	24,691	$	2,622	$	(686	)	$	–		$	26,627
Other unallocated cost savings												(1,515	)
Operating income after unallocated expenses												28,142
Interest income and expense and other, net												3,108
Income before income taxes												31,250
Provision for income taxes												10,625
Net income											$	20,625
Basic net income per share											$	0.22
Shares used in computing basic net income per share												92,669
Diluted net income per share											$	0.22
Shares used in computing diluted net income per share												95,134

Note: The pro forma statement of operations is intended to present the Company’s operating results excluding purchase accounting adjustments associated with the acquisitions of Home Financial Network, Inc., New Era of Networks, Inc., AvantGo Inc., Dejima, Inc., and XcelleNet, Inc. and other purchased intangibles. Such purchase accounting adjustments would include amortization of developed technology, amortization of intangibles, goodwill impairment loss, in-process research and development costs, and related adjustments for income tax provision. The pro forma statement of operations also excludes stock compensation expense, restructuring costs, and cumulative effect of an accounting change which we do not believe are indicative of our core business. Even though such items have recurred in the past and may recur in future periods, they are driven by events (such as acquisitions and restructurings) that occur sporadically and are not directly related to our ongoing core business operations. Pro forma financial information is never intended to be considered in isolation from, or as a substitute for, financial results prepared in accordance with GAAP.

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SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
FOR THE THREE MONTHS ENDED MARCH 31, 2005
(UNAUDITED)

	Infrastructure			iAnywhere		Financial						Consolidated
(In thousands, except per share data)	Platform Group			Solutions		Fusion			Eliminations			Total
Revenues:
License fees
Infrastructure	$	46,861		$	11	$	–		$	–		$	46,872
Mobile and Embedded		5,422			10,120		–			–			15,542
E-Finance		–			–		294			–			294
Subtotal license fees		52,283			10,131		294			–			62,708
Intersegment license revenues		21			4,510		–			(4,531	)		–
Total license fees		52,304			14,641		294			(4,531	)		62,708
Services		114,648			8,939		5,616						129,203
Intersegment service revenues		5			6,499		1,004			(7,508	)		–
Total services		114,653			15,438		6,620			(7,508	)		129,203
Total revenues		166,957			30,079		6,914			(12,039	)		191,911
Total allocated costs and expenses before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		142,266			27,457		7,600			(12,039	)		165,284
Operating income (loss) before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		24,691			2,622		(686	)		–			26,627
Cost of restructure - 2005 Activity		(8	)		–					–			(8	)
Amortization of customer lists		–			711		500			–			1,211
Amortization of covenant not to compete		–			466		–			–			466
Amortization of purchased technology		2,920			979		811			–			4,710
Operating income (loss) before unallocated costs	$	21,779		$	466	$	(1,997	)	$	–		$	20,248
Other unallocated cost savings													(58	)
Operating income after unallocated expenses													20,306
Interest income and expense and other, net													3,108
Income before income taxes													23,414
Provision for income taxes													10,068
Net income												$	13,346
Basic net income per share												$	0.14
Shares used in computing basic net income per share													92,669
Diluted net income per share												$	0.14
Shares used in computing diluted net income per share													95,134

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