Sybase 8K Results of Operations and Financial Condition | SEC 27 Jan 05

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 2004 FOURTH QUARTER LICENSE REVENUE
UP 7 PERCENT YEAR-OVER-YEAR
Revenues and Earnings Exceed Expectations
Mobile & Wireless Business Grows 48 Percent

DUBLIN, Calif. – January 25, 2005 –Sybase, Inc. (NYSE: SY), a leading provider of enterprise infrastructure and wireless software, today reported total license revenues increased 7% for the fourth quarter ended December 31, 2004 compared with the same quarter a year ago. Total revenues for the quarter increased 4% to $218.6 million from total revenues of $210.7 million for the fourth quarter of 2003.

Pro forma net income for the fourth quarter reached $38.5 million, or earnings of $0.40 per share on a diluted basis (EPS). This compares with pro forma net income of $39.2 million, or EPS of $0.39 for the 2003 fourth quarter. Net income for the fourth quarter calculated in accordance with generally accepted accounting principles (GAAP) was $24.1 million, or EPS of $0.25, versus GAAP net income of $37.7 million, or EPS of $0.38 for the 2003 fourth 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 fourth quarter and calendar year ended December 31, 2004.

“Our team did an excellent job of executing this quarter, allowing us to achieve outstanding results and exceed expectations,” said John Chen, chairman, CEO, and

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president of Sybase. “Increased demand for mobility and data management solutions, plus strength in our partner channels helped us generate year-over-year license and total revenue growth.”

“We’re very pleased with our results for the year. We strengthened and enhanced our traditional products, as 2004 emerged as our most prolific product-introduction year ever. Additionally, long-time customers demonstrated their confidence in Sybase with renewed investments in our technology. With strong cash flow and solid profitability, we finished the year on a solid note and are confident about our prospects in the coming year,” concluded Mr. Chen.

Balance Sheet and Other Data

At December 31, 2004, Sybase reported $521.6 million in cash and cash investments, including restricted cash of $8.0 million. The company generated $68.1 million in cash flow from operations in the fourth quarter, which brings total 2004 cash flow from operations to $176.2 million.

Sybase repurchased approximately $6.0 million worth of its stock during the 2004 fourth quarter, with $104 million of the company’s current share repurchase authorization remaining.

Days sales outstanding for the fourth quarter was 65 days.

Conference Call and Webcast Information

The Sybase 2004 fourth quarter conference call and Webcast is scheduled to begin at 7:30 a.m., Pacific Time/10:30 a.m. Eastern Time, on Tuesday, January 25, 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

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international callers; the access code for the telephone replay is #307348. Additionally, a Webcast replay will be available through April 19, 2005.

About Sybase, Inc.

Celebrating 20 years of innovation, Sybase enables the Unwired Enterprise by delivering enterprise and mobile infrastructure, development and integration software solutions. Organizations can attain maximum value from their data assets by getting the right information to the right people at the right time and place. 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, 2003 and its Quarterly Report on Form 10-Q for the three months ended September 30, 2004.

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Sybase Fourth Quarter 2004 Selected Highlights

To help commemorate its 20^th Anniversary, Sybase announcements during the fourth quarter of 2004 expanded upon the company’s leadership in the mobile enterprise computing market, while broadening its reach with key strategic partnerships.

In Q4 2004, Sybase:

Mobile Enterprise Computing

•	Was recognized as mobile middleware leader by IDC for third consecutive year:

	http://www.ianywhere.com/press_releases/mobile_middleware_leader.html

•	Debuted next-generation of Pylon Anywhere™ 6.0 from Sybase subsidiary iAnywhere Solutions, Inc. and announced customers including Atea, Duke University, Eastman Chemical, Linde Gas and Rockwol:

	http://www.ianywhere.com/press_releases/pylon_anywhere6.html

•	Announced one-billionth subscriber sync and celebration of the five-year anniversary of AvantGo®, a service of iAnywhere Solutions, demonstrating leadership in mobile content delivery and mobile marketing:

	http://www.ianywhere.com/press_releases/ag_billionth_sync.html

•	Introduced two complementary new products — Unwired Accelerator and Unwired Orchestrator — to rapidly mobilize and extend enterprise applications for burgeoning mobile workforce:

	http://www.sybase.com/detail/1,6904,1032624,00.html

•	Celebrated grand opening of new campus facility for iAnywhere Solutions in the University of Waterloo Research + Technology Park:

	http://www.ianywhere.com/press_releases/waterloo_openhouse.html

•	Debuted new Answers Anywhere™ middleware platform from iAnywhere Solutions, providing advanced natural language and context understanding technology:

	http://www.ianywhere.com/press_releases/answers_anywhere.html

Developer Initiatives:

•	Announced Sybase PocketBuilder™ 2.0, the latest version of the only true rapid application development tool for mobile and wireless applications:

	http://www.sybase.com/detail/1,6904,1032843,00.html

•	Debuted PowerDesigner® 11, a unique Enterprise Modeling tool that enables better alignment between business and IT goals and enables flexible adaptation to changes in business conditions:

	http://www.sybase.com/detail/1,6904,1033459,00.html

•	Increased Sybase Developer Network over 30 percent in the past year and added a wealth of new education and collaboration opportunities for the developer community, including membership in the Microsoft Visual Studio Industry Partner program:

	http://www.sybase.com/detail/1,6904,1033769,00.html

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Partnerships:

•	Created largest verified data warehouse in the world with Sun Microsystems:

	http://www.sybase.com/detail/1,6904,1032634,00.html

•	Integrated Sybase Adaptive Server® Enterprise (ASE) with SAP Business One 2004 — the latest release of SAP’s business management solutions for SMBs — offering customers leading application functionality on a data management platform that delivers both high performance and low TCO:

	http://www.sybase.com/detail/1,6904,1032737,00.html

•	Announced ASE for Linux will run on IBM’s eServer OpenPower systems, along with supporting joint sales, marketing and services activities worldwide, with a focus on financial services:

	http://www.sybase.com/detail/1,6904,1033623,00.html

•	Introduced, with Midwest Wireless, a pilot launch of a new offering based on Sybase mFolio™ to help subscribers access personalized Web content with an enhanced browsing experience on handheld devices:

	http://www.sybase.com/detail/1,6904,1032842,00.html

Industry Accolades:

•	Celebrated 20^th Anniversary at a New York Stock Exchange event with more than 700 customers and partners:http://www.sybase.com/detail/1,6904,1033624,00.html

•	Sybase ASE was recognized as Golden Software Award winner in database sector by the China Software Association and the China Center for Information Industry Development:

	http://www.sybase.com/detail/1,6904,1033430,00.html

	Sybase, Adaptive Server, Answers Anywhere, AvantGo, iAnywhere Solutions, mFolio, PowerDesigner, PocketBuilder, and Pylon Anywhere, and are trademarks of Sybase, Inc. or its subsidiaries. “®” indicates registration with the U.S. Patent and Trademark Office. 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 December 31, 2004								Three Months Ended December 31, 2003
			Pro forma									Pro forma
(In thousands, except per share data)	GAAP		Adjustments (2)				Pro forma		GAAP			Adjustments (2)				Pro forma

Revenues:
License fees	$	87,160		—			$	87,160	$	81,564			—			$	81,564
Services		131,468		—				131,468		129,088			—				129,088

Total revenues		218,628		—				218,628		210,652			—				210,652

Costs and expenses:
Cost of license fees		16,091		(4,710	)	a		11,381		16,656			(3,831	)	a		12,825
Cost of services		39,068		—				39,068		42,140			—				42,140
Sales and marketing		63,022		—				63,022		61,613			—				61,613
Product development and engineering		31,013		—				31,013		28,578			—				28,578
General and administrative		22,515		—				22,515		19,260			—				19,260
Amortization of other purchased intangibles		1,677		(1,677	)	a		—		500			(500	)	a		—
Stock compensation expense		1,127		(1,127	)	b		—		799			(799	)	b		—
Reversal of purchase accounting accrual		—		—		c		—		—			—		c		—
Cost (Reversal) of restructure		9,666		(9,666	)	d		—		(1,589	)		1,589		d		—


Total costs and expenses		184,179		(17,180	)			166,999		167,957			(3,541	)			164,416


Operating income		34,449		17,180				51,629		42,695			3,541				46,236

Interest income and expense and other, net		3,079		—				3,079		1,529			—				1,529


Income before income taxes		37,528		17,180				54,708		44,224			3,541				47,765

Provision for income taxes		13,417		2,742		e		16,159		6,502			2,072		e		8,574


Net income	$	24,111	$	14,438			$	38,549	$	37,722		$	1,469			$	39,191
							-									—

Basic net income per share	$	0.26	$	0.15			$	0.41	$	0.39		$	0.02			$	0.41
							-

Shares used in computing basic net income per share		94,280		94,280				94,280		96,662			96,662				96,662
							-

Diluted net income per share	$	0.25	$	0.15			$	0.40	$	0.38		$	0.01			$	0.39
							-									—

Shares used in computing diluted net income per share		96,466		96,466				96,466		100,253			100,253				100,253
							-									—

(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) reversal of purchase accounting accrual; (d) cost of restructuring charges; (e) income tax effect of proforma adjustments,

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


	Twelve Months Ended December 31, 2004									Twelve Months Ended December 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	$	275,872			—			$	275,872	$	274,817		—			$	274,817
Services		512,664			—				512,664		503,245		—				503,245

Total revenues		788,536			—				788,536		778,062		—				778,062

Costs and expenses:
Cost of license fees		60,795			(17,818	)	a		42,977		60,711		(15,257	)	a		45,454
Cost of services		161,848			—				161,848		162,666		—				162,666
Sales and marketing		242,431			—				242,431		239,045		—				239,045
Product development and engineering		119,877			—				119,877		116,889		—				116,889
General and administrative		87,115			—				87,115		82,111		—				82,111
Amortization of other purchased intangibles		5,139			(5,139	)	a		—		2,000		(2,000	)	a		—
Stock compensation expense		4,599			(4,599	)	b		—		2,882		(2,882	)	b		—
Reversal of purchase accounting accrual		(2,677	)		2,677		c		—		—		—		c		—
Cost of restructure		20,017			(20,017	)	d		—		7,429		(7,429	)	d		—


Total costs and expenses		699,144			(44,896	)			654,248		673,733		(27,568	)			646,165


Operating income		89,392			44,896				134,288		104,329		27,568				131,897

Interest income and expense and other, net		11,574			—				11,574		13,766		—				13,766


Income before income taxes		100,966			44,896				145,862		118,095		27,568				145,663

Provision for income taxes		33,016			11,268		e		44,284		30,829		9,072		e		39,901


Net income	$	67,950		$	33,628			$	101,578	$	87,266	$	18,496			$	105,762


Basic net income per share	$	0.71		$	0.35			$	1.06	$	0.92	$	0.20			$	1.12


Shares used in computing basic net income per share		95,550			95,550				95,550		94,833		94,833				94,833


Diluted net income per share	$	0.69		$	0.35			$	1.04	$	0.89	$	0.19			$	1.08


Shares used in computing diluted net income per share		98,001			98,001				98,001		97,582		97,582				97,582

(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 Prolorma adjustments include the fallowing: (a) amortization of purchased intangibles; (b) amortization of unearned stock compensation; (c) reversal of purchase accounting accrual; (d) cost of restructuring charges; (e) income tax effect of proforma adjustments.

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SYBASE, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS


	December 31,			December 31,
(In thousands, except share and per share data)	2004			2003
	(Unaudited)
Current assets:
Cash and cash equivalents	$	321,417		$	315,404
Short-term investments		158,217			155,093

Total cash, cash equivalents and short-term cash investments		479,634			470,497

Restricted cash		5,356			4,747
Accounts receivable, net		157,897			140,332
Deferred income taxes		11,205			12,739
Other current assets		14,790			16,167


Total current assets		668,882			644,482

Long-term cash investments		33,998			103,296
Restricted long-term cash investments		2,600			3,400
Property, equipment and improvements, net		64,371			67,462
Deferred income taxes		39,440			58,506
Capitalized software, net		61,771			58,947
Goodwill, net		214,110			140,875
Other purchased intangibles, net		67,208			38,715
Other assets		31,142			35,673


Total assets	$	1,183,522		$	1,151,356


Current liabilities:
Accounts payable	$	11,962		$	15,425
Accrued compensation and related expenses		43,632			39,134
Accrued income taxes		32,595			33,677
Other accrued liabilities		81,715			94,611
Deferred revenue		208,741			200,612


Total current liabilities		378,645			383,459

Other liabilities		33,121			15,129
Long-term deferred revenue		10,170			6,269
Minority interest		5,030			5,030

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 (2003- 105,337,362)		105			105
Additional paid-in capital		940,806			933,657
Accumulated deficit		(66,690	)		(126,385	)
Other comprehensive income		49,356			26,849
Less: Cost of treasury stock (9,818,385 shares and 2003 -6,811,898)		(159,617	)		(87,672	)
Unearned compensation		(7,404	)		(5,085	)


Total stockholders’ equity		756,556			741,469


Total liabilities and stockholders’ equity	$	1,183,522		$	1,151,356

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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 December 31 ,				Twelve Months Ended December 31 ,
(in thousands, except per share data)	2004		2003		2004		2003
Revenues:
License fees	$	87,160	$	81,564	$	275,872	$	274,817
Services		131,468		129,088		512,664		503,245


Total revenues		218,628		210,652		788,536		778,062

Costs and expenses:
Cost of license fees		11,381		12,825		42,977		45,454
Cost of services		39,068		42,140		161,848		162,666
Sales and marketing		63,022		61,613		242,431		239,045
Product development and engineering		31,013		28,578		119,877		116,889
General and administrative		22,515		19,260		87,115		82,111


Total costs and expenses		166,999		164,416		654,248		646,165


Operating income		51,629		46,236		134,288		131,897

Interest income and expense and other, net		3,079		1,529		11,574		13,766


Income before income taxes		54,708		47,765		145,862		145,663

Provision for income taxes		16,159		8,574		44,284		39,901


Net income	$	38,549	$	39,191	$	101,578	$	105,762


Basic net income per share	$	0.41	$	0.41	$	1.06	$	1.12


Shares used in computing basic net income per share		94,280		96,662		95,550		94,833


Diluted net income per share	$	0.40	$	0.39	$	1.04	$	1.08


Shares used in computing diluted net income per share		96,466		100,253		98,001		97,582

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 STATEMENTSOFINCOME
(UNAUDITED)


	Three Months Ended December 31 ,					Twelve Months Ended December 31 ,
(In thousands, except per share data)	2004		2003			2004			2003
Revenues:
License fees	$	87,160	$	81,564		$	275,872		$	274,817
Services		131,468		129,088			512,664			503,245


Total revenues		218,628		210,652			788,536			778,062

Costs and expenses Cost of license fees		16,091		16,656			60,795			60,711
Cost of services		39,068		42,140			161,848			162,666
Sales and marketing		63,022		61,613			242,431			239,045
Product development and engineering		31,013		28,578			119,877			116,889
General and administrative		22,515		19,260			87,115			82,111
Amortization of other purchased intangibles		1,677		500			5,139			2,000
Stock compensation expense		1,127		799			4,599			2,882
Reversal of purchase accounting accrual		—		—			(2,677	)		—
Cost (Reversal) of restructure		9,666		(1,589	)		20,017			7,429


Total costs and expenses		184,179		167,957			699,144			673,733


Operating income		34,449		42,695			89,392			104,329

Interest income and expense and other, net		3,079		1,529			11,574			13,766


Income before income taxes		37,528		44,224			100,966			118,095

Provision for income taxes		13,417		6,502			33,016			30,829


Net income	$	24,111	$	37,722		$	67,950		$	87,266


Basic net income per share	$	0.26	$	0.39		$	0.71		$	0.92


Shares used in computing basic net income per share		94,280		96,662			95,550			94,833


Diluted net income per share	$	0.25	$	0.38		$	0.69		$	0.89


Shares used in computing diluted net income per share		96,466		100,253			98,001			97,582

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SYBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)


	Twelve Months Ended
	December 31,

(Dollars in thousands)	2004			2003
Cash and cash equivalents, beginning of year	$	315,404		$	231,267
Cash flows from operating activities:
Net income		67,950			87,266
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		84,912			84,885
Write-off of assets in restructuring		6,908			258
(Gain) Loss on disposal of assets		2,680			(435	)
Reversal of purchase accounting accrual		(2,677	)		—
Deferred income taxes		504			729
Amortization of deferred stock-based compensation		4,599			2,882
Changes in assets and liabilities:
Accounts receivable		(5,342	)		40,738
Other current assets		2,070			1,646
Other assets - - operating		4,623			—
Accounts payable		2,323			(4,591	)
Accrued compensation and related expenses		3,397			1,495
Accrued income taxes		791			6,598
Other accrued liabilities		(14,792	)		(29,598	)
Deferred revenues		8,887			5,622
Other liabilities		9,318			4,650

Net cash provided by operating activities		176,151			202,145
Cash flows from investing activities:
Decrease in restricted cash		191			906
Purchases of available-for-sale cash investments		(201,417	)		(325,725	)
Maturities of available-for-sale cash investments		149,923			153,805
Sales of available-for-sale cash investments		116,462			69,064
Business combinations, net of cash acquired		(81,255	)		(13,900	)
Purchases of property, equipment and improvements		(30,445	)		(35,325	)
Proceeds from sale of fixed assets		205			159
Capitalized software development costs		(36,484	)		(27,964	)
Decrease in other assets - investing		2			288

Net cash used for investing activities		(82,818	)		(178,692	)
Cash flows from financing activities:
Repayments of long-term obligations		(22,173	)		—
Payments on capital lease		(63	)		—
Minority interest		—			1
Net proceeds from the issuance of common stock and reissuance of treasury stock		35,592			55,914
Purchases of treasury stock		(115,563	)		(30,883	)

Net cash provided by (used for) financing activities		(102,207	)		25,032
Effect of exchange rate changes on cash		14,887			35,652

Net increase in cash and cash equivalents		6,013			84,137

Cash and cash equivalents, end of period		321,417			315,404
Cash investments, end of period		192,215			258,389

Total cash, cash equivalents and cash investments, end of period	$	513,632		$	573,793

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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 DECEMBER 31, 2004
(UNAUDITED)


	Infrastructure		iAnywhere		Financial
(In thousands, except per share data)	Platform Group		Solutions		Fusion		Eliminations			Consolidated Total
Revenues:
License fees
Infrastructure	$	58,622	$	31	$	—	$	—		$	58,653
Mobile and Embedded		11,927		13,226		—		—			25,153
E-Finance		715		—		2,639		—			3,354

Subtotal license fees		71,264		13,257		2,639		—			87,160
Intersegment license revenues		21		9,929		596		(10,546	)		—

Total license fees		71,285		23,186		3,235		(10,546	)		87,160

Services		119,293		7,821		4,354		—			131,468
Intersegment service revenues		—		7,074		1,170		(8,244	)		—

Total services		119,293		14,895		5,524		(8,244	)		131,468


Total revenues		190,578		38,081		8,759		(18,790	)		218,628

Total allocated costs and expenses		148,716		27,402		7,834		(18,790	)		165,162

			��
Operating income before unallocated expenses	$	41,862	$	10,679	$	925	$	—		$	53,466

Other unallocated expenses											1,837


Operating income after unallocated expenses											51,629

Interest income and expense and other, net											3,079


Income before income taxes											54,708

Provision for income taxes											16,159


Net income										$	38,549


Basic net income per share										$	0.41


Shares used in computing basic net income per share											94,280


Diluted net income per share										$	0.40


Shares used in computing diluted net income per share											96,466

- 12 -

SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
PROFORMA WITHOUT PURCHASE ACCOUNTING, COST OF RESTRUCTURE, AND STOCK COMPENSATION EXPENSE
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2004
(UNAUDITED)


	Infrastructure		iAnywhere		Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions		Fusion			Eliminations			Total
Revenues:
License fees
Infrastructure	$	192,588	$	87	$	—		$	—		$	192,675
Mobile and Embedded		31,152		44,536		—			—			75,688
E-Finance		1,405		—		6,104			—			7,509

Subtotal license fees		225,145		44,623		6,104			—			275,872
Intersegment license revenues		117		26,063		1,190			(27,370	)		—

Total license fees		225,262		70,686		7,294			(27,370	)		275,872

Services		475,502		21,631		15,531			—			512,664
Intersegment service revenues		11		27,007		4,709			(31,727	)		—

Total services		475,513		48,638		20,240			(31,727	)		512,664


Total revenues		700,775		119,324		27,534			(59,097	)		788,536

Total allocated costs and expenses		586,606		100,428		29,302			(59,097	)		657,239


Operating income (loss) before unallocated expenses	$	114,169	$	18,896	$	(1,768	)	$	—		$	131,297

Other unallocated expenses												(2,991	)


Operating income after unallocated expenses												134,288

Interest income and expense and other, net												11,574


Income before income taxes												145,862

Provision for income taxes												44,284


Net income											$	101,578


Basic net income per share											$	1.06


Shares used in computing basic net income per share												95,550


Diluted net income per share											$	1.04


Shares used in computing diluted net income per share												98,001

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 XcclIeNet, 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.

- 13 -

SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
FOR THE THREE MONTHS ENDED DECEMBER 31, 2004
(UNAUDITED)


	Infrastructure		iAnywhere		Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions		Fusion			Eliminations			Total
Revenues:
License fees
Infrastructure	$	58,622	$	31	$	—		$	—		$	58,653
Mobile and Embedded		11,927		13,226		—			—			25,153
E-Finance		715		—		2,639			—			3,354

Subtotal license fees		71,264		13,257		2,639			—			87,160
Intersegment license revenues		21		9,929		596			(10,546	)		—

Total license fees		71,285		23,186		3,235			(10,546	)		87,160

Services		119,293		7,821		4,354						131,468
Intersegment service revenues		—		7,074		1,170			(8,244	)		—

Total services		119,293		14,895		5,524			(8,244	)		131,468


Total revenues		190,578		38,081		8,759			(18,790	)		218,628

Total allocated costs and expenses before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		148,716		27,402		7,834			(18,790	)		165,162


Operating income before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		41,862		10,679		925			—			53,466

Cost of restructure - 2004 Activity		7,985		—					—			7,985
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	$	30,957	$	8,523	$	(386	)	$	—		$	39,094

Other unallocated expenses												4,645

Operating income after unallocated expenses												34,449

Interest income and expense and other, net												3,079


Income before income taxes												37,528

Provision for income taxes												13,417


Net income											$	24,111


Basic net income per share											$	0.26


Shares used in computing basic net income per share												94,280


Diluted net income per share											$	0.25


Shares used in computing diluted net income per share												96,466

- 14 -

SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2004
(UNAUDITED)


	Infrastructure		lAnywhere		Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions		Fusion			Eliminations			Total
Revenues:
License fees
Infrastructure	$	192,588	$	87	$	—		$	—		$	192,675
Mobile and Embedded		31,152		44,536		—			—			75,688
E-Finance		1,405		—		6,104			—			7,509

Subtotal license fees		225,145		44,623		6,104			—			275,872
Intersegment license revenues		117		26,063		1,190			(27,370	)		—

Total license fees		225,262		70,686		7,294			(27,370	)		275,872

Services		475,502		21,631		15,531			—			512,664
Intersegment service revenues		11		27,007		4,709			(31,727	)		—

Total services		475,513		48,638		20,240			(31,727	)		512,664


Total revenues		700,775		119,324		27,534			(59,097	)		788,536

Total allocated costs and expenses before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		586,606		100,428		29,302			(59,097	)		657,239


Operating income (loss) before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		114,169		18,896		(1,768	)		—			131,297

Cost of restructure -2004 Activity		18,976		140		40			—			19,156
Amortization of customer lists		—		1,896		2,000			—			3,896
Amortization of covenant not to compete		—		1,243		—			—			1,243
Amortization of purchased technology		11,680		2,894		3,244			—			17,818


Operating income (loss) before unallocated costs	$	83,513	$	12,723	$	(7,052	)	$	—		$	89,184

Other unallocated expenses												(208	)

Operating income after unallocated expenses												89,392

Interest income and expense and other, net												11,574


Income before income taxes												100,966

Provision for income taxes												33,016


Net income											$	67,950


Basic net income per share											$	0.71


Shares used in computing basic net income per share												95,550


Diluted net income per share											$	0.69


Shares used in computing diluted net income per share												98,001

- 15 -

Sybase Inactive 8-KResults of Operations and Financial Condition