Sungard Data Systems 8-K/A Report of Independent Accountants to the Directors of Guardian iT plc

EXHIBIT 99.2

SunGard Data Systems Inc.

Pro Forma Combined Condensed Balance Sheet

June 30, 2002

(Unaudited)

(In thousands)

	Historical SunGard (1)			Historical Guardian (2)			Pro Forma Adjustments				Pro Forma Combined
Assets:
Cash, cash equivalents and short-term investments	$	438,797		$	3,145		$	(102,120	)	(3)	$	339,822
Accounts receivable, net		542,274			36,738			—				579,012
Prepaid expenses and other current assets		69,007			54,273			(1,914	)	(5)		121,366
Deferred income taxes		45,767			—			—				45,767
Total current assets		1,095,845			94,156			(104,034	)			1,085,967
Property and equipment, net		501,761			86,683			(3,988	)	(4)		584,456
Software products		133,552			1,256			(863	)	(4)		133,945
Customer base		255,160			—			73,000		(4)		328,160
Goodwill		639,348			305,228			(48,987	)	(4)		895,589
Other tangible and intangible assets		77,232			325			(18,235	)	(4)		59,322
Deferred income taxes		135,808			—			(21,900	)	(4)		113,908
Total assets	$	2,838,706		$	487,648		$	(125,007	)		$	3,201,347
Liabilities and Stockholders’ Equity:
Short-term and current portion of long-term debt	$	3,101		$	86,288		$	(19,473	)	(3)	$	164,128
								55,000		(3)
								39,212		(3)
Accounts payable		32,864			29,953			10,000		(6)		72,817
Accrued compensation and benefits		111,026			3,231			3,255		(6)		117,512
Other accrued expenses		102,637			11,414			59,003		(6)		173,054
Accrued income taxes		24,325			—			—				24,325
Deferred revenues		338,828			65,086			4,350		(3)		408,264
Total current liabilities		612,781			195,972			151,347				960,100
Long-term debt		230,470			124,592			(70,058	)	(3)		245,792
								(39,212	)	(3)
Total liabilities		843,251			320,564			42,077				1,205,892
Stockholders’ Equity:
Preferred stock		—			—			—				—
Common stock		2,833			16,159			(16,159	)	(7)		2,833
Capital in excess of par value		797,172			269,158			(269,158	)	(7)		797,172
Restricted stock plans and notes receivable for common stock		(2,268	)		—			—				(2,268	)
Retained earnings		1,222,745			(118,233	)		118,233		(7)		1,222,745
Foreign currency translation adjustment		(10,292	)		—			—				(10,292	)
		2,010,190			167,084			(167,084	)			2,010,190
Treasury stock		(14,735	)		—			—				(14,735	)
Total stockholders’ equity		1,995,455			167,084			(167,084	)			1,995,455
Total liabilities and stockholders’ equity	$	2,838,706		$	487,648		$	(125,007	)		$	3,201,347

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

SunGard Data Systems Inc.

Pro Forma Combined Condensed Statement of Income

For the six months ended June 30, 2002

(Unaudited)

(In thousands, except per share data)

	Historical SunGard (1)			Historical Guardian (2)			Pro Forma Adjustments				Pro Forma Combined
Revenues	$	1,231,551		$	75,573		$	—			$	1,307,124
Operating expenses, excluding merger and restructuring costs		975,949			76,008			2,920		(4)		1,054,877
Merger and restructuring costs		1,677			8,806			—		(8)		10,483
Operating income (loss)		253,925			(9,241	)		(2,920	)			241,764
Interest and other income		4,717			38			(1,447	)	(3)		3,308
Interest expense		(6,979	)		(7,064	)		(935	)	(3)		(14,978	)
Other income		590			—			—				590
Income (loss) before income taxes		252,253			(16,267	)		(5,302	)			230,684
Income taxes		100,548			419			(1,591	)	(9)		99,376
Net income (loss)	$	151,705		$	(16,686	)	$	(3,711	)		$	131,308
Basic net income per common share	$	0.54									$	0.47
Diluted net income per common share	$	0.52									$	0.45
Shares used to compute net income per common share:
Basic		281,760										281,760
Diluted		290,974										290,974

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

SunGard Data Systems Inc.

Pro Forma Combined Condensed Statement of Income

For the year ended December 31, 2001

(Unaudited)

(In thousands, except per share data)

	Historical SunGard (1)			Historical Guardian (2)			Pro Forma Adjustments			Pro Forma Combined
Revenues	$	1,928,673		$	165,358		$	—		$	2,094,031
Operating expenses, excluding merger and restructuring costs		1,522,240			165,580			5,840	(4)		1,693,660
Merger and restructuring costs		7,223			124,512			—	(8)		131,735
Operating income (loss)		399,210			(124,734	)		(5,840	)		268,636
Interest and other income		26,793			267			(3,066	) (3)		23,994
Interest expense		(3,641	)		(8,380	)		(1,870	) (3)		(13,891	)
Loss on write-off of investment		(11,890	)		—			—			(11,890	)
Income (loss) before income taxes		410,472			(132,847	)		(10,776	)		266,849
Income taxes		164,417			1,724			(3,233	) (9)		162,908
Net income (loss)	$	246,055		$	(134,571	)	$	(7,543	)	$	103,941
Basic net income per common share	$	0.89								$	0.38
Diluted net income per common share	$	0.86								$	0.36
Shares used to compute net income per common share:
Basic		276,057									276,057
Diluted		285,112									285,112

See accompanying Notes to Unaudited Pro Forma Combined Condensed Financial Statements.

SunGard Data Systems Inc.

Notes to Unaudited Pro Forma Combined Condensed Financial Statements

(Unaudited)

The unaudited pro forma combined condensed financial information is presented for illustrative purposes only and assumes that the acquisition had occurred as of the beginning of each period presented. This financial information should not be relied upon as necessarily being indicative of the historical results that would have been obtained if the companies had been combined during those periods or the results that may be obtained in the future.

Note 1—SunGard historical financial information

SunGard Data Systems Inc. (SunGard) historical financial information as previously filed with the Securities and Exchange Commission.

Note 2—Guardian iT plc historical financial information

The Guardian iT plc (Guardian) historical financial information as presented in accordance with the generally accepted accounting principles in the United States of America. Prior to acquisition by SunGard, Guardian was a publicly listed company that traded on the London Stock Exchange. The following exchange rates were used in translating Guardian’s financial statements in British pounds sterling to US dollars:

Average rate for the year ended December 31, 2001	1.443923
Average rate for the six months ended June 30, 2002	1.450629
At June 30, 2002	1.532100

Refer to Note 32 of Notes to Guardian’s consolidated financial statements for the year ended December 31, 2001.

Note 3—Acquisition financing and preliminary purchase price allocation

The purchase price values Guardian at approximately $274.1 million, consisting of $86.8 million for the shares of Guardian plus $187.3 million of Guardian bank debt and finance lease obligations. SunGard acquired 24.9% of Guardian shares during the second quarter of 2002 for $20.5 million, and purchased the remaining shares and repaid Guardian bank debt totaling approximately $157.1 million, and expects to pay the remaining balances under most of Guardian’s finance leases, totaling approximately $96.5 million by September 30, 2002. The Company borrowed $55.0 million under its unsecured revolving credit agreement (Credit Agreement) at a rate of approximately 2.9%, with an effective interest rate of approximately 3.4%. For every one-eighth percent adjustment to the interest rate, interest expense increases or decreases by $69,000 per year. The pro forma rules require using current borrowing rates and do not reflect rates that would have been charged during the periods presented. The interest rate used to calculate lost interest income from use of previously existing cash is 2.5%, and represents the estimated rate of interest earned on cash and investment balances during the periods presented.

The allocation of the purchase price is preliminary and is subject to change based on the completion of independent appraisals of tangible and intangible assets, possible changes to the preliminary decisions about which facilities to close, the difference between actual costs and estimated costs (including facility closure costs) used in the preliminary purchase price allocation (also see Note 8), and the completion of financial information as of July 1, 2002, the date of closing of the acquisition. The finalization of the allocation of the purchase price will result in adjustment to certain assets acquired and liabilities assumed, with an offsetting increase or decrease to goodwill. The preliminary estimated allocation of the purchase price follows (in millions):

Cash paid from existing cash balances	$	102.1
Cash paid from borrowings under Credit Agreement		55.0
Cash paid during the second quarter 2002 to acquire 24.9% of Guardian		20.5
Total cash paid		177.6
Finance leases assumed		96.5
Total cash paid plus finance leases assumed		274.1
Acquisition costs		10.0
Equity in loss of Guardian during May and June		(2.3	)
Restructuring accruals		39.7
Unfavorable leases assumed		13.8
Liabilities assumed		147.7
Deferred income taxes		21.9
Total cash paid and liabilities assumed and created	$	504.9
Assets acquired:
Tangible assets at estimated fair value	$	175.7
Customer base (life of 12.5 years)		73.0
Goodwill		256.2
Total assets acquired	$	504.9

Note 4—Valuation of property and equipment and other tangible and intangible assets

The pro forma adjustment is based on preliminary results of an independent inventory and appraisal of facilities and equipment. An independent appraisal is also underway in connection with acquired contracts and customer relationships. The fair value of acquired contracts and customer relationships will be amortized over their estimated useful lives. In accordance with Statement of Financial Accounting Standards Number 142, goodwill is not amortized and will be evaluated for impairment at least annually. In addition, the Company purchased 24.9% of Guardian’s outstanding common stock on May 1, 2002. The investment in Guardian common stock purchased by the Company on May 1, 2002 is reclassified to goodwill upon completion of the acquisition, net of the Company’s equity in Guardian’s net loss during May and June of 2002.

Note 5—Commissions

Guardian records commissions as an asset when paid, and then expenses the commission over the contract period. SunGard expenses commissions when paid. Pro forma adjustments conforms Guardian’s deferred commissions to SunGard’s accounting policy. For pro forma purposes, the amount of commission expense is assumed to approximate the amount of commissions paid.

Note 6—Other pro forma adjustments

Other pro forma adjustments include estimates for acquisition costs ($10.0 million), costs for termination of certain Guardian employees ($3.3 million), closure of certain Guardian facilities ($35.7 million), accrual for unfavorable leases ($13.8 million), lease termination fees ($8.8 million) and exit costs associated with certain other businesses ($0.7 million).

Note 7—Equity

Removes historical equity of Guardian.

Note 8—Restructuring

As a result of the acquisition of Guardian, SunGard will eliminate certain positions and plans to close certain Guardian and SunGard facilities. While estimated restructuring costs related to SunGard employee terminations and SunGard facilities closures are not included in these pro forma financial statements, such costs will be expensed in the third quarter of 2002. Costs related to Guardian employee terminations and Guardian facility closures are included in the allocation of purchase price (see Notes 3 and 6 above).

Note 9—Income taxes

Assumes an effective income tax rate of 30%.