Sybase 8-K SYBASE REPORTS 2004 SECOND QUARTER RESULTS Mobile and Wireless Business Grows 28% Year over Year

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 2004 SECOND QUARTER RESULTS
Mobile and Wireless Business Grows 28% Year over Year

     DUBLIN, Calif. – July 22, 2004 –Sybase, Inc. (NYSE: SY), a leading provider of enterprise infrastructure and wireless software, today reported total revenues of $188.0 million for the 2004 second quarter ended June 30, 2004, versus total revenue of $192.0 million for the 2003 second quarter.

     Pro forma net income for the second quarter was $17.3 million, or earnings per share of $0.18 on a diluted basis (EPS). This compares with pro forma net income of $23.2 million, or EPS of $0.24 for the 2003 second quarter. Net income for the 2004 second quarter calculated in accordance with generally accepted accounting principles (GAAP) was $12.8 million, or EPS of $0.13, versus GAAP net income of $14.6 million, or EPS of $0.15 for the year-ago second 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 EPS for the second quarter and six-month period ended June 30, 2004.

     “Sybase is a leader in Unwired Enterprise solutions, a new, fast-growing category,” said John Chen, chairman, CEO and president of Sybase, Inc. “We are sharply focused on helping customers unwire their enterprises so they can capitalize on their data assets while mobilizing their workforce and achieving greater efficiencies.

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     “Supported by solid financials and a loyal customer base, we have achieved a dominant position in the mobile enterprise space and enjoy an expanding global footprint. We believe this powerful combination of assets gives us the opportunity to grow and enhance shareholder value,” concluded Mr. Chen.

Balance Sheet and Other Data

     For the period ended June 30, 2004, Sybase reported $459.7 million in cash and cash investments, including restricted cash of $8.2 million. The company generated $16.8 million in cash flow from operations in the second quarter, which brings total year-to-date cash flow from operations to $83.0 million.

     Sybase repurchased approximately $30 million worth of its stock during the 2004 second quarter, with $135 million of its current share repurchase authorization remaining.

     Days sales outstanding for the three months ended June 30, 2004 was 56 days, compared with 59 days for the same quarter a year ago.

     At quarter-end, Sybase employed 3,741 people worldwide.

Conference Call and Webcast Information

     The Sybase 2004 second quarter conference call and Webcast is scheduled to begin at 7:30 a.m., Pacific Time/10:30 a.m. Eastern Time, on Thursday, July 22, 2004. 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 90-day Webcast replay will be available through October 20, 2004.

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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

     Statements in this release concerning Sybase, Inc. and its prospects and future growth are forward looking statements that 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 the global economy; sales productivity; possible disruptive effects of organizational or personnel changes; the success of certain business combinations; 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 March 31, 2004.

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Sybase Second Quarter 2004 Selected Highlights

     Sybase announcements during the second quarter of 2004 expanded upon the company’s leadership in the mobile enterprise computing market, while positioning it for growth in the core information management market with the addition of new product offerings. Additionally, Sybase broadened its reach with key strategic partnerships and deepened its influence in the financial services and international markets.

In Q2 2004, Sybase:

Mobile Enterprise Computing

• Announced completion of the acquisition of XcelleNet, the leader in frontline device management software:http://www.sybase.com/detail/1,6904,1029793,00.html

• Announced completion of the acquisition of patented natural language technology from Dejima:http://www.sybase.com/detail/1,6904,1029792,00.html

• Introduced several XcelleNet Afaria product enhancements, including availability of Afaria 5.1, new Afaria Patch Manager and new Afaria Security Manager support for Windows Mobile-based Smartphones:http://www.ianywhere.com/press_releases/afaria_smartphones.html

• Participated in Sprint partner announcements of new mobile banking and mobile claims solutions powered by M-Business Anywhere:
http://www.sybase.com/detail/1,6904,1030024,00.html

• Announced M-Business Anywhere support for tablet PCs:
http://www.sybase.com/detail/1,6904,1029435,00.html

• Debuted Pylon Application Server 6.0, which enables deployment of Domino applications using a web-based architecture and supports client-side business logic, scanning and application management:
http://www.ianywhere.com/press_releases/pylon_6.html

• Announced two partnerships to enhance Mac support, with Mark/Space to deliver AvantGo Mac OS X support, and Servoy to enable simplified development of database-powered applications for Mac OS X:
http://www.sybase.com/detail/1,6904,1030676,00.html,
http://www.ianywhere.com/press_releases/servoy_mac_os_x.html

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• Announced Siebel 7 validation for mobile sales:
http://www.sybase.com/detail/1,6904,1029735,00.html

Information Management and Enterprise Applications

• Announced the extension of its partnership with NEC Corporation to offer Sybase IQ with NEC’s BankingWeb21, providing financial services companies with innovative data management and analysis solutions:
http://www.sybase.com/detail/1,6904,1030797,00.html

• Announced with Egenera, Inc. that Sybase® data management and analytic engine software is now supported on Egenera® BladeFrame® products:
http://www.sybase.com/detail/1,6904,1030677,00.html

• Introduced Sybase® Dynamic Archive, an online database archiving solution that gives enterprise customers the performance and cost benefits of data archiving while enabling instant access to information:
http://www.sybase.com/detail/1,6904,1030678,00.html

• Launched Sybase Mirror Activator to minimize database downtime for business-critical applications by providing a continuously available standby system, increasing availability and lowering Total Cost of Ownership (TCO):
http://www.sybase.com/detail/1,6904,1030679,00.html

• Announced a new partnership with Red Hat for Sybase® Education to offer an extended suite of courses to meet the diverse training needs of Sybase and Red Hat customers:http://www.sybase.com/detail/1,6904,1029623,00.html

• Announced availability of Sybase® Real Time Data Services, a complete solution for real-time enterprise information management, and Sybase Adaptive Server® Enterprise (ASE) 12.5.2:http://www.sybase.com/detail/1,6904,1029515,00.html

Partnerships and Customer Wins

• Announced a partnership with ProPath to provide technology solutions for healthcare providers:
http://www.sybase.com/detail/1,6904,1030777,00.html

• Announced that First Citizens Bank selected Financial Fusion for small business and corporate cash management:http://www.sybase.com/detail/1,6904,1029969,00.html

• Announced that its Unwired Enterprise strategy is endorsed by resellers and supported by technology partners:
http://www.sybase.com/detail/1,6904,1030390,00.html

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• Announced that Hurley Corporation chose iAnywhere for enhanced customer service and frontline device security:
http://www.sybase.com/detail/1,6904,1030424,00.html

• Announced a partnership with OuterBay to provide database information lifecycle management solutions:http://www.sybase.com/detail/1,6904,1030678,00.html

• Announced its contribution to the national fight against terrorism with a solution showcased at the Third Annual Government Symposium on Information Sharing &Homeland Security: http://www.sybase.com/detail/1,6904,1030778,00.html

Global Reach and Accolades

• Announced a strategic relationship with Capinfo of China to drive expansion of wireless and IT infrastructure in Beijing and beyond:
http://www.sybase.com/detail/1,6904,1030412,00.html

• Announced that Sybase Pocket PowerBuilder Wins 2004Software Development MagazineMobile Development Tools Productivity Award:
http://www.sybase.com/detail/1,6904,1029593,00.html

• Announced that recently acquired XcelleNet, Inc. was named to the Red Herring 100:http://www.sybase.com/detail/1,6904,1029994,00.html

Financial Statements Follow

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

	Three Months Ended June 30, 2004								Three Months Ended June 30, 2003
				Pro forma							Pro forma
(In thousands, except per share data)	GAAP			Adjustments (2)			Pro forma		GAAP		Adjustments (2)			Pro forma
Revenues:
License fees	$	60,427			—		$	60,427	$	63,897		—		$	63,897
Services		127,603			—			127,603		128,135		—			128,135
Total revenues		188,030			—			188,030		192,032		—			192,032
Costs and expenses:
Cost of license fees		15,558			(4,567	)a		10,991		14,589		(3,831	)a		10,758
Cost of services		41,455			—			41,455		40,643		—			40,643
Sales and marketing		62,066			—			62,066		59,666		—			59,666
Product development and engineering		29,121			—			29,121		29,348		—			29,348
General and administrative		21,300			—			21,300		20,471		—			20,471
Amortization of other purchased intangibles		1,285			(1,285	)a		—		500		(500	)a		—
Stock compensation expense		1,544			(1,544	)b		—		727		(727	)b		—
Cost (Reversal) of restructure		(253	)		253	c		—		7,957		(7,957	)c		—
Total costs and expenses		172,076			(7,143	)		164,933		173,901		(13,015	)		160,886
Operating income		15,954			7,143			23,097		18,131		13,015			31,146
Interest income and expense and other, net		2,387			—			2,387		3,524		—			3,524
Income before income taxes		18,341			7,143			25,484		21,655		13,015			34,670
Provision for income taxes		5,519			2,636	d		8,155		7,096		4,345	d		11,441
Net income	$	12,822		$	4,507		$	17,329	$	14,559	$	8,670		$	23,229
Basic net income per share	$	0.13		$	0.05		$	0.18	$	0.16	$	0.09		$	0.25
Shares used in computing basic net income per share		96,130			96,130			96,130		93,787		93,787			93,787
Diluted net income per share	$	0.13		$	0.05		$	0.18	$	0.15	$	0.09		$	0.24
Shares used in computing diluted net income per share		98,612			98,612			98,612		96,432		96,432			96,432

(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 from prior restructuring activities because we do not believe they are indicative of our core business. 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.
RECONCILIATION TO PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)
(UNAUDITED)

	Six Months Ended June 30, 2004								Six Months Ended June 30, 2003
				Pro forma							Pro forma
(In thousands, except per share data)	GAAP			Adjustments (2)			Pro forma		GAAP		Adjustments (2)			Pro forma
Revenues:
License fees	$	118,332			—		$	118,332	$	124,771		—		$	124,771
Services		252,857			—			252,857		248,808		—			248,808
Total revenues		371,189			—			371,189		373,579		—			373,579
Costs and expenses:
Cost of license fees		29,138			(8,398	)a		20,740		28,518		(7,595	)a		20,923
Cost of services		83,039			—			83,039		79,874		—			79,874
Sales and marketing		120,238			—			120,238		118,162		—			118,162
Product development and engineering		59,769			—			59,769		59,266		—			59,266
General and administrative		41,073			—			41,073		42,571		—			42,571
Amortization of other purchased intangibles		1,785			(1,785	)a		—		1,000		(1,000	)a		—
Stock compensation expense		2,846			(2,846	)b		—		1,388		(1,388	)b		—
Cost (Reversal) of restructure		(128	)		128	c		—		7,748		(7,748	)c		—
Total costs and expenses		337,760			(12,901	)		324,859		338,527		(17,731	)		320,796
Operating income		33,429			12,901			46,330		35,052		17,731			52,783
Interest income and expense and other, net		5,977			—			5,977		5,967		—			5,967
Income before income taxes		39,406			12,901			52,307		41,019		17,731			58,750
Provision for income taxes		13,398			3,340	d		16,738		13,486		5,901	d		19,387
Net income	$	26,008		$	9,561		$	35,569	$	27,533	$	11,830		$	39,363
Basic net income per share	$	0.27		$	0.10		$	0.37	$	0.29	$	0.13		$	0.42
Shares used in computing basic net income per share		96,710			96,710			96,710		94,072		94,072			94,072
Diluted net income per share	$	0.26		$	0.10		$	0.36	$	0.28	$	0.13		$	0.41
Shares used in computing diluted net income per share		99,826			99,826			99,826		96,858		96,858			96,858

(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 from prior restructuring activities because we do not believe they are indicative of our core business. 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

	June 30,			December 31 ,
	2004			2003
(In thousands, except share and per share data)	(Unaudited)
Current assets:
Cash and cash equivalents	$	252,789		$	315,404
Short-term investments		132,253			155,093
Total cash, cash equivalents and short-term cash investments		385,042			470,497
Restricted cash		4,842			4,747
Accounts receivable, net		116,555			140,332
Deferred income taxes		11,705			12,739
Other current assets		17,530			16,167
Total current assets		535,674			644,482
Long-term cash investments		66,428			103,296
Restricted long-term cash investments		3,400			3,400
Property, equipment and improvements, net		73,737			67,462
Deferred income taxes		42,750			58,506
Capitalized software, net		59,975			58,947
Goodwill and other purchased intangibles, net		293,971			179,590
Other assets		34,450			35,673
Total assets	$	1,110,385		$	1,151,356
Current liabilities:
Accounts payable	$	17,932		$	15,425
Accrued compensation and related expenses		36,124			39,134
Accrued income taxes		32,047			33,677
Other accrued liabilities		73,355			94,611
Deferred revenue		220,184			206,881
Total current liabilities		379,642			389,728
Other liabilities		27,174			15,129
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		940,797			933,657
Accumulated deficit		(100,377	)		(126,385	)
Other comprehensive income		19,074			26,849
Less: Cost of treasury stock (9,360,711 shares and 2003 - - 6,811,898)		(151,911	)		(87,672	)
Unearned compensation		(9,149	)		(5,085	)
Total stockholders’ equity		698,539			741,469
Total liabilities and stockholders’ equity	$	1,110,385		$	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 June 30,				Six Months Ended June 30,
(In thousands, except per share data)	2004		2003		2004		2003
Revenues:
License fees	$	60,427	$	63,897	$	118,332	$	124,771
Services		127,603		128,135		252,857		248,808
Total revenues		188,030		192,032		371,189		373,579
Costs and expenses:
Cost of license fees		10,991		1 0,758		20,740		20,923
Cost of services		41,455		40,643		83,039		79,874
Sales and marketing		62,066		59,666		120,238		118,162
Product development and engineering		29,121		29,348		59,769		59,266
General and administrative		21,300		20,471		41,073		42,571
Total costs and expenses		164,933		160,886		324,859		320,796
Operating income		23,097		31,146		46,330		52,783
Interest income and expense and other, net		2,387		3,524		5,977		5,967
Income before income taxes		25,484		34,670		52,307		58,750
Provision for income taxes		8,155		11,441		16,738		19,387
Net income	$	17,329	$	23,229	$	35,569	$	39,363
Basic net income per share	$	0.18	$	0.25	$	0.37	$	0.42
Shares used in computing basic net income per share		96,130		93,787		96,710		94,072
Diluted net income per share	$	0.18	$	0.24	$	0.36	$	0.41
Shares used in computing diluted net income per share		98,612		96,432		99,826		96,858

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.

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

	Three Months Ended June 30,					Six Months Ended June 30,
(In thousands, except per share data)	2004			2003		2004			2003
Revenues:
License fees	$	60,427		$	63,897	$	118,332		$	124,771
Services		127,603			128,135		252,857			248,808
Total revenues		188,030			192,032		371,189			373,579
Costs and expenses:
Cost of license fees		15,558			14,589		29,138			28,518
Cost of services		41,455			40,643		83,039			79,874
Sales and marketing		62,066			59,666		120,238			118,162
Product development and engineering		29,121			29,348		59,769			59,266
General and administrative		21,300			20,471		41,073			42,571
Amortization of other purchased intangibles		1,285			500		1,785			1,000
Stock compensation expense		1,544			727		2,846			1,388
Cost (Reversal) of restructure		(253	)		7,957		(128	)		7,748
Total costs and expenses		172,076			173,901		337,760			338,527
Operating income		15,954			18,131		33,429			35,052
Interest income and expense and other, net		2,387			3,524		5,977			5,967
Income before income taxes		18,341			21,655		39,406			41,019
Provision for income taxes		5,519			7,096		13,398			13,486
Net income	$	12,822		$	14,559	$	26,008		$	27,533
Basic net income per share	$	0.13		$	0.16	$	0.27		$	0.29
Shares used in computing basic net income per share		96,130			93,787		96,710			94,072
Diluted net income per share	$	0.13		$	0.15	$	0.26		$	0.28
Shares used in computing diluted net income per share		98,612			96,432		99,826			96,858

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SYBASE, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

	Six Months Ended
	June 30,
(Dollars in thousands)	2004			2003
Cash and cash equivalents, beginning of year	$	315,404		$	231,267
Cash flows from operating activities:
Net income		26,008			27,533
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		41,325			42,127
Write-off of assets in restructuring		427			343
(Gain) Loss on disposal of assets		224			(168	)
Deterred income taxes		(2,130	)		(2,675	)
Amortization of deferred stock-based compensation		2,845			1,388
Changes in assets and liabilities:
Accounts receivable		28,868			52,531
Other current assets		(580	)		778
Accounts payable		3,793			(182	)
Accrued compensation and related expenses		(4,113	)		(3,389	)
Accrued income taxes		(1,299	)		1,773
Other accrued liabilities		(25,814	)		(23,433	)
Deferred revenues		10,175			20,826
Other liabilities		3,221			2,414
Net cash provided by operating activities		82,950			119,866
Cash flows from investing activities:
(Increase) Decrease in restricted cash		(95	)		1,249
Purchases of available-for-sale cash investments		(101,307	)		(134,283	)
Maturities of available-for-sale cash investments		88,134			41,350
Sales of available-for-sale cash investments		71,673			38,755
Business combinations, net of cash acquired		(81,270	)		(13,900	)
Purchases of property, equipment and improvements		(14,553	)		(20,608	)
Proceeds from sale of fixed assets		110			141
Capitalized software development costs		(17,772	)		(15,130	)
Decrease in other assets		1,323			2,216
Net cash used for investing activities		(53,757	)		(100,210	)
Cash flows from financing activities:
Repayments of long-term obligations		(22,173	)		—
Net proceeds from the issuance of common stock and reissuance of treasury stock		20,408			13,853
Purchases of treasury stock		(84,417	)		(30,883	)
Net cash used for financing activities		(86,182	)		(17,030	)
Effect of exchange rate changes on cash		(5,626	)		15,177
Net increase (decrease) in cash and cash equivalents		(62,615	)		17,803
Cash and cash equivalents, end of period		252,789			249,070
Cash investments, end of period		198,681			210,255
Total cash, cash equivalents and cash investments, end of period	$	451,470		$	459,325

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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 JUNE 30,2004
(UNAUDITED)

	Infrastructure		iAnywhere		Financial					Consolidated
(In thousands, except per share data)	Platform Group		Solutions, Inc.		Fusion, Inc.		Eliminations			Total
Revenues:
License fees
Infrastructure	$	38,742	$	6	$	—	$	—		$	38,748
Mobile and Embedded		7,947		11,330		—		—			19,277
E-Finance		410		—		1,992		—			2,402
Subtotal license fees		47,099		11,336		1,992		—			60,427
Intersegment license revenues		21		6,748		342		(7,111	)		—
Total license fees		47,120		18,084		2,334		(7,111	)		60,427
Services		119,382		4,258		3,963		—			127,603
Intersegment service revenues		11		6,656		1,096		(7,763	)		—
Total services		119,393		10,914		5,059		(7,763	)		127,603
Total revenues		166,513		28,998		7,393		(14,874	)		188,030
Total allocated costs and expenses		150,174		25,814		7,217		(14,874	)		168,331
Operating income before unallocated expenses	$	16,339	$	3,184	$	176	$	—		$	19,699
Other unallocated expenses											(3,398	)
Operating income after unallocated expenses											23,097
Interest income and expense and other, net											2,387
Income before income taxes											25,484
Provision for income taxes											8,155
Net income										$	17,329
Basic net income per share										$	0.18
Shares used in computing basic net income per share											96,130
Diluted net income per share										$	0.18
Shares used in computing diluted net income per share											98,612

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.

-13-

SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
PROFORMA WITHOUT PURCHASE ACCOUNTING, COST OF RESTRUCTURE, AND STOCK COMPENSATION EXPENSE
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)

	Infrastructure		iAnywhere		Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions, Inc.		Fusion,Inc.			Eliminations			Total
Revenues:
License fees
Infrastructure	$	82,122	$	46	$	—		$	—		$	82,168
Mobile and Embedded		13,000		19,669		—			—			32,669
E-Finance		512		—		2,983			—			3,495
Subtotal license fees		95,634		19,715		2,983			—			118,332
Intersegment license revenues		74		10,971		446			(11,491	)		—
Total license fees		95,708		30,686		3,429			(11,491	)		118,332
Services		238,451		6,885		7,521			—			252,857
Intersegment service revenues		11		13,189		2,331			(15,531	)		—
Total services		238,462		20,074		9,852			(15.531	)		252,857
Total revenues		334,170		50,760		13,281			(27,022	)		371,189
Total allocated costs and expenses		296,407		46,199		13,910			(27,022	)		329,494
Operating income (loss) before unallocated expenses	$	37,763	$	4,561	$	(629	)	$	—		$	41,695
Other unallocated expenses												(4,635	)
Operating income after unallocated expenses												46,300
Interest income and expense and other, net												5,977
Income before income taxes												52,307
Provision for income taxes												16,738
Net income											$	35,569
Basic net income per share											$	0.37
Shares used in computing basic net income per share												96,710
Diluted net income per share											$	0.36
Shares used in computing diluted net income per share												99,826

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.

-14-

SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
FOR THE THREE MONTHS ENDED JUNE 30, 2004
(UNAUDITED)

	Infrastructure		iAnywhere			Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions, Inc.			Fusion, Inc.			Eliminations			Total
Revenues:
License fees
Infrastructure	$	38,742	$	6		$	—		$	—		$	38,748
Mobile and Embedded		7,947		11,330			—			—			19,277
E-Finance		410		—			1,992			—			2,402
Subtotal license fees		47,099		11,336			1,992			—			60,427
Intersegment license revenues		21		6,748			342			(7,111	)		—
Total license fees		47,120		18,084			2,334			(7,111	)		60,427
Services		119,382		4,258			3,963			—			127,603
Intersegment service revenues		11		6,656			1,096			(7,763	)		—
Total services		119,393		10,914			5,059			(7,763	)		127,603
Total revenues		166,513		28,998			7,393			(14,874	)		188,030
Total allocated costs and expenses before cost of restructure and amortization of customer lists, convenant not to compete, and purchased technology		150,174		25,814			7,217			(14,874	)		168,331
Operating income before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		16,339		3,184			176			—			19,699
Cost of restructure - 2004 Activity		429		(2	)		—			—			427
Amortization of customer lists		—		474			500			—			974
Amortization of covenant not to compete		—		311			—			—			311
Amortization of purchased technology		2,920		836			811			—			4,567
Operating income (loss) before unallocated costs	$	12,990	$	1,565		$	(1,135	)	$	—		$	13,420
Other unallocated expenses													(2,534	)
Operating income after unallocated expenses													15,954
Interest income and expense and other, net													2,387
Income before income taxes													18,341
Provision for income taxes													5,519
Net income												$	12,822
Basic net income per share												$	0.13
Shares used in computing basic net income per share													96,130
Diluted net income per share												$	0.13
Shares used in computing diluted net income per share													98,612

-15-

SYBASE, INC.
CONSOLIDATED STATEMENT OF OPERATIONS BY SEGMENT
FOR THE SIX MONTHS ENDED JUNE 30, 2004
(UNAUDITED)

	Infrastructure		iAnywhere			Financial						Consolidated
(In thousands, except per share data)	Platform Group		Solutions, Inc.			Fusion, Inc.			Eliminations			Total
Revenues:
License fees
Infrastructure	$	82,122	$	46		$	—		$	—		$	82,168
Mobile and Embedded		13,000		19,669			—			—			32,669
E-Finance		512		—			2,983			—			3,495
Subtotal license fees		95,634		19,715			2,983			—			118,332
Intersegment license revenues		74		10,971			446			(11,491	)		—
Total license fees		95,708		30,686			3,429			(11,491	)		118,332
Services		238,451		6,885			7,521			—			252,857
Intersegment service revenues		11		13,189			2,331			(15,531	)		—
Total services		238,462		20,074			9,852			(15,531	)		252,857
Total revenues		334,170		50,760			13,281			(27,022	)		371,189
Total allocated costs and expenses before cost of restructure and amortization of customer lists, convenant not to compete, and purchased technology		296,407		46,199			13,910			(27,022	)		329,494
Operating loss before cost of restructure and amortization of customer lists, covenant not to compete, and purchased technology		37,763		4,561			(629	)		—			41,695
Cost of restructure - 2004 Activity		555		(2	)		—			—			553
Amortization of customer lists		—		474			1,000			—			1,474
Amortization of covenant not to compete		—		311			—			—			311
Amortization of purchased technology		5,840		936			1,622			—			8,398
Operating income (loss) before unallocated costs	$	31,368	$	2,842		$	(3,251	)	$	—		$	30,959
Other unallocated expenses													(2,470	)
Operating income after unallocated expenses													33,429
Interest income and expense and other, net													5,977
Income before income taxes													39,406
Provision for income taxes													13,398
Net income												$	26,008
Basic net income per share												$	0.27
Shares used in computing basic net income per share													96,710
Diluted net income per share												$	0.26
Shares used in computing diluted net income per share													99,826

-16-