Sybase Beats Third Quarter Pro Forma EPS Estimates

Mobile and Wireless Business Grows 30 Percent Year-Over-Year

Database License Revenue Up 11 Percent Year-Over-Year

DUBLIN, Calif. – October 28, 2003 – Sybase, Inc. (NYSE: SY), a leading provider of enterprise infrastructure and wireless software, today announced net income on a pro forma basis for the third quarter was $27.2 million, or earnings per share of $0.28 on a diluted basis (EPS), exceeding First Call consensus EPS estimates of $0.25. Net income for the third quarter calculated in accordance with generally accepted accounting principles (GAAP) was $22.0 million, or EPS of $0.23.

For the same period in 2002, pro forma net income was $25.2 million, or EPS of $0.26, and net income on a GAAP basis was $11.3 million, or EPS of $0.12.

Total revenues for the third quarter 2003 were $193.8 million, including license fees of $68.5 million.

Pro forma amounts exclude amortization of purchased intangibles, stock-based compensation expense, restructuring charges and the related income tax effects. A detailed reconciliation of pro forma and GAAP amounts in this release is set forth in the attached financial exhibits, along with full details of the company’s financial results.

“We are very encouraged by the signs of renewed IT spending,” said John Chen, chairman, president and CEO of Sybase, Inc. “Our database business grew 11 percent over last year thanks in part to the release of our new ASE 12.5.1 database. The 30 percent increase year-over-year in our mobile and wireless business is a solid indicator of market share gain. Our Unwired Enterprise initiative is also gaining ground as a growing number of larger enterprises express interest in Sybase’s mobile and wireless solutions.”

Balance Sheet and Other Data
For the period ended September 30, 2003, Sybase reported $506 million in cash and cash investments, including restricted cash of $7.9 million. This is the highest cash balance in the company’s history. The company generated $27.2 million in cash flow from operations in the third quarter bringing total year-to-date cash flow from operations to $147.1 million.

Days sales outstanding for the three months ended September 30, 2003 was 51 days, compared with 59 days for the three months ended June 30, 2003.

About Sybase, Inc.
Sybase enables the Unwired Enterprise by delivering enterprise and mobile infrastructure, integration and application 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 Web site: http://www.sybase.com.

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Forward-looking Statements: Statements in this release concerning Sybase, Inc., its subsidiaries and their respective 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 such forward-looking statements include general business conditions; sales productivity; possible disruptive effects of organizational or personnel changes; 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; rapid technological changes; competitive factors; unanticipated delays in scheduled product availability dates; interoperability of the company’s products with other leading software application products; volatility of the stock markets generally; actual market growth rates in the mobile and wireless, client/server and Internet software markets; and other factors discussed 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, 2002, and its Quarterly Report on Form 10-Q for the quarter ended June 30, 2003.

Sybase Third Quarter 2003 Selected Highlights

Mobile and wireless, database and enterprise applications, and partnerships represented the bulk of the announcements made by Sybase in the third quarter of 2003.

Mobile & Wireless:

• Sybase joined the Wi-Fi Alliance, taking an active role in establishing industry-wide standards for the rapidly expanding market.
  http://www.sybase.com/detail?id=1025573
• Announced that an IDC report found iAnywhere Solutions, Inc. is the leader in mobile middleware technology with higher revenues and market share than nearly 20 competitors.
  

Database & Enterprise Applications:

• Sybase deepened its support for enterprise-class computing on Linux with the opening of its Linux Competency Center in New York.
  http://www.sybase.com/detail?id=1025309
• Launched general availability of Sybase Adaptive Server® Enterprise 12.5.1, with increased system performance and advanced Web Services and XML support.
  http://www.sybase.com/detail?id=1026395
• Announced general availability of Pocket PowerBuilder™, an integrated application development product designed to create mobile and wireless enterprise applications.
  http://www.sybase.com/detail?id=1025574

Partnerships:

• Forged a new strategic partnership with Fujitsu Software Corp. that will enhance customer value through joint product initiatives.
  http://www.sybase.com/detail?id=1025592
• Launched a managed services offering with BearingPoint, Inc. that will deliver high-performance management of enterprise processes, applications and IT infrastructure.
  http://www.sybase.com/detail?id=1025593
• Signed an agreement with TIBCO Software, Inc. to develop and deliver Sybase Real-time Services, allowing customers to improve business performance.
  http://www.sybase.com/detail?id=1025590

Global Reach:

• Sybase and Shanghai University (SHU) announced the official opening of the Sybase SHU e-Information (Shanghai) Co., Ltd., also known as the Sybase-Shanghai Information Technology (IT) Institute, and awarded Sybase CEO John Chen the prestigious title of Honorary Professor.
  http://www.sybase.com/detail?id=1026314
• Won the “Best Customer Satisfaction Award” from the China Center of Information Industry Development Consulting Co. Ltd., for the third year in a row. http://www.sybase.com/detail?id=1026070

Awards & Benchmarking:

• Ranked among the top three vendors in integration and Web Services by leading European market analyst firm the Butler Group.
  http://www.sybase.com/detail?id=1025591
• Produced market-leading TPC-H benchmark results, rating the Sun hardware/Sybase IQ configuration Number One for storage efficiency, price/ performance and total cost of ownership.
  http://www.sun.com/smi/Press/sunflash/2003-09/sunflash.20030917.2.html

SYBASE, INC.
RECONCILIATION TO PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)

(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. For the sake of consistency and clarity in our financial reporting, we will continue to include the cost of prior restructuring activity as a pro forma adjustment in our financial statements until the related charges and liabilities are completely settled. 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, (e) cumulative effect of an accounting change.

(3) Non-recurring gain in interest income and expense and other, net
Interest income and expense and other, net for the three and nine months ended September 30, 2003 includes a gain of approximately $3.2 million relating to the realization of a note receivable originally generated from the sale of our SLI Swiss subsidiaries.

SYBASE, INC.
RECONCILIATION TO PRO FORMA
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (1)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003
(UNAUDITED)