##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 30, 2007
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
 Commission
File Number 333-135139
 SS&C TECHNOLOGIES, INC.
 (Exact name of Registrant as specified in its charter)
 Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    06-1169696
(I.R.S. Employer Identification No.)
 80 Lamberton Road
Windsor, CT 06095
(Address of principal executive offices, including zip code)
 860-298-4500
(Registrants telephone number, including area code)
 þ o
  o o þ
 o þ




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##### 



SS&C TECHNOLOGIES, INC.
 INDEX
 PageNumberPART I. FINANCIAL INFORMATIONItem 1.
    
    Financial StatementsCondensed Consolidated Balance Sheets at
June 30, 2007 and December 31, 2006
    
    
    2Condensed Consolidated Statements of Operations for the
three months and six months ended June 30, 2007 and 2006
    
    
    3Condensed Consolidated Statements of Cash Flows for the
six months ended June 30, 2007 and 2006
    
    
    4Notes to Condensed Consolidated Financial Statements
    
    
    5Item 2.
    
    Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    14Item 3.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    20Item 4.
    
    Controls and Procedures
    
    
    21PART II. OTHER INFORMATIONItem 1.
    
    Legal Proceedings
    
    
    22Item 1A.
    
    Risk Factors
    
    
    22Item 6.
    
    Exhibits
    
    
    30SIGNATURE
    
    
    31EXHIBIT INDEX
    
    
    32EX-10.1 Form of 2006 Equity Incentive PlanEX-31.1 Section 302 Certification of CEOEX-31.2 Section 302 Certification of CFOEX-32 Section 906 Certification of CEO & CFO
   1




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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 
 
  
 June 30,
    
    
    December 31,2007
    
    
    2006ASSETSCurrent assetsCash and cash equivalents
    
    $
    13,210
    
    
    $
    11,718Accounts receivable, net of allowance for
doubtful accounts of $1,602 and $1,670,
respectively
    
    
    36,941
    
    
    
    31,695Prepaid expenses and other current assets
    

    
    8,185
    
    
    
    7,823Deferred income taxes
    
    
    283
    
    
    
    Total current assets
    
    
    58,619
    
    
    
    51,236Property and equipmentLeasehold improvements
    
    
    2,584
    
    
    
    2,850Equipment, furniture, and fixtures
    
    
    15,774
    
    
    
    12,16818,358
    
    
    
    15,018Less accumulated depreciation
    
    
    (7,098
    )
    
    
    (4,999
    )Net property and equipment
    
    
    11,260
    
    
    
    10,019Goodwill
    
    
    844,484
    
    
    
    820,470Intangible and other assets, net of
accumulated amortization of $39,691 and
$24,260, respectively
    
    
    263,237
    
    
    
    270,796Total assets
    
    $
    1,177,600
    
    
    $
    1,152,521LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilitiesCurrent portion of long-term debt
    
    $
    2,680
    
    
    $
    5,694Accounts payable
    
    
    2,374
    
    
    
    2,305Income taxes payable
    
    
    2,688
    
    
    
    191Accrued employee compensation and benefits
    
    
    4,927
    
    
    
    8,961Other accrued expenses
    
    
    7,139
    
    
    
    7,157Interest payable
    
    
    2,130
    
    
    
    2,177Deferred income taxes
    
    
    
    
    
    
    384Deferred maintenance and other revenue
    
    
    33,421
    
    
    
    25,679Total current liabilities
    
    
    55,359
    
    
    
    52,548Long-term debt, net of current portion
    
    
    461,077
    
    
    
    466,235Other long-term liabilities
    
    
    6,114
    
    
    
    1,088Deferred income taxes
    
    
    68,328
    
    
    
    69,518Total liabilities
    
    
    590,878
    
    
    
    589,389Commitments and contingencies (Note 8)Stockholders equityCommon stock
    
    
    
    
    
    
    Additional paid-in capital
    
    
    564,059
    
    
    
    559,527Accumulated other comprehensive income
    
    
    21,989
    
    
    
    1,699Retained earnings
  
    
    674
    
    
    
    1,906Total stockholders equity
    
    
    586,722
    
    
    
    563,132Total liabilities and stockholders equity
    
    $
    1,177,600
    
    
    $
    1,152,521
  2




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Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Revenues:Software licenses
    
    $
    5,377
    
    
    $
    5,164
    
    
    $
    11,494
    
    
    $
    10,362Maintenance
    
    
    15,246
    
    
    
    13,306
    
    
    
    30,233
    
    
    
    26,348Professional services
    
    
    4,908
    
    
    
    4,950
    
    
    
    9,043
    
    
    
    10,128Software-enabled services
    
    
    34,797
    
    
    
    27,235
    
    
    
    65,472
    
    
    
    52,182Total revenues
    
    
    60,328
    
    
    
    50,655
    
    
    
    116,242
    
    
    
    99,020Cost of revenues:Software licenses
    
    
    2,363
    
    
    
    2,287
    
    
    
    4,781
    
    
    
    4,548Maintenance
    
    
    6,646
    
    
    
    5,064
    
    
    
    13,108
    
    
    
    9,863Professional services
    
    
    3,559
    
    
    
    3,311
    
    
    
    7,022
    
    
    
    6,293Software-enabled services
    
    
    19,740
    
    
    
    13,843
    
    
    
    36,839
    
    
    
    27,097Total cost of revenues
    
    
    32,308
    
    
    
    24,505
    
    
    
    61,750
    
    
    
    47,801Gross profit
    
    
    28,020
    
    
    
    26,150
    
    
    
    54,492
    
    
    
    51,219Operating expenses:Selling and marketing
    
    
    5,175
    
    
    
    4,187
    
    
    
    9,283
    
    
    
    7,895Research and development
    
    
    6,770
    
    
    
    5,928
    
    
    
    13,037
    
    
    
    11,804General and administrative
    
    
    6,477
    
    
    
    4,695
    
    
    
    11,527
    
    
    
    8,753Total operating expenses
    
    
    18,422
    
    
    
    14,810
    
    
    
    33,847
    
    
    
    28,452Operating income
    
    
    9,598
    
    
    
    11,340
    
    
    
    20,645
    
    
    
    22,767Interest expense, net
    
    
    (11,135
    )
    
    
    (11,764
    )
    
    
    (22,555
    )
    
    
    (23,273
    )Other income, net
    
    
    454
    
    
    
    888
    
    
    
    580
    
    
    
    827(Loss) income before income taxes
    
    
    (1,083
    )
    
    
    464
    
    
    
    (1,330
    )
    
    
    321Benefit for income taxes
    
    
    (24
    )
    
    
    (1,323
    )
    
    
    (98
    )
    
    
    (1,240
    )Net (loss) income
    
    $
    (1,059
    )
    
    $
    1,787
    
    
    $
    (1,232
    )
    
    $
    1,561
  3




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Six Months EndedJune 30,
    
    
    June 30,2007
    
    
    2006Cash flow from operating activities:Net (loss) income
    
    $
    (1,232
    )
    
    $
    1,561Adjustments to reconcile net income to net cash provided by
operating activities:Depreciation and amortization
    
    
    17,213
    
    
    
    13,372Foreign exchange gains on debt
    
    
    (754
    )
    
    
    (682
    )Amortization of loan origination costs
    
    
    1,145
    
    
    
    1,265Equity earnings on long-term investment
    
    
    
    
    
    
    (72
    )Gain (loss) on sale or disposal of property and equipment
    
    
    53
    
    
    
    (1
    )Deferred income taxes
    
    
    (3,716
    )
    
    
    (1,927
    )Stock-based compensation expense
    
    
    4,540
    
    
    
    Provision for doubtful accounts
    
    
    408
    
    
    
    187Changes in operating assets and liabilities, excluding effects from
acquisitions:Accounts receivable
    
    
    (4,394
    )
    
    
    1,173Prepaid expenses and other assets
    
    
    (131
    )
    
    
    (1,149
    )Income taxes receivable
    
    
    
    
    
    
    3,948Accounts payable
    
    
    (30
    )
    
    
    (45
    )Accrued expenses
    
    
    430
    
    
    
    (7,546
    )Income taxes payable
    
    
    2,146
    
    
    
    (247
    )Deferred maintenance and other revenues
    
    
    7,070
    
    
    
    6,964Net cash provided by operating activities
    
    
    22,748
    
    
    
    16,801Cash flow from investing activities:Additions to property and equipment
    
    
    (3,434
    )
    
    
    (1,944
    )Proceeds from sale of property and equipment
    
    
    
    
    
    
    2Cash paid for business acquisitions, net of cash acquired
    
    
    (5,136
    )
    
    
    (11,500
    )Cash paid for long-term investment
    
    
    (200
    )
    
    
    Net cash used in investing activities
    
    
    (8,770
    )
    
    
    (13,442
    )Cash flow from financing activities:Cash received from borrowings
    
    
    5,200
    
    
    
    13,400Repayment of debt
    
    
    (18,070
    )
    
    
    (18,171
    )Income tax benefit related to exercise of stock options
    
    
    82
    
    
    
    Transactions involving SS&C Technologies Holdings, Inc. common stock
    
    
    (8
    )
    
    
    72Net cash used in financing activities
    
    
    (12,796
    )
    
    
    (4,699
    )Effect of exchange rate changes on cash
    
    
    310
    
    
    
    314Net increase (decrease) in cash and cash equivalents
    
    
    1,492
    
    
    
    (1,026
    )Cash and cash equivalents, beginning of period
    
    
    11,718
    
    
    
    15,584Cash and cash equivalents, end of period
    
    $
    13,210
    
    
    $
    14,558




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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES
 
         th
   5




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##### Table of Contents



Three Months
    
    
    Six MonthsEnded
    
    
    EndedJune 30, 2007
    
    
    June 30, 2007Statements of operations classification:Cost of maintenance
    
    $
    80
    
    
    $
    101Cost of professional services
    
    
    120
    
    
    
    146Cost of software-enabled services
    
    
    800
    
    
    
    979Total cost of revenues
    
    
    1,000
    
    
    
    1,226Selling and marketing
    
    
    609
    
    
    
    740Research and development
    
    
    386
    
    
    
    471General and administrative
    
    
    1,732
    
    
    
    2,103Total operating expenses
    
    
    2,727
    
    
    
    3,314Total stock-based compensation expense
    
    $
    3,727
    
    
    $
    4,540
    Three Months Ended
    
    
    Six Months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    7 June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net (loss) income
    
    $
    (1,059
    )
    
    $
    1,787
    
    
    $
    (1,232
    )
    
    $
    1,561Foreign currency translation gains
    
    
    17,267
    
    
    
    9,098
    
    
    
    19,242
    
    
    
    8,040Unrealized gains on interest rate
swaps, net of tax
    
    
    1,353
    
    
    
    1,207
    
    
    
    1,048
    
    
    
    2,743Total comprehensive income
    
    $
    17,561
    
    
    $
    12,092
    
    
    $
    19,058
    
    
    $
    12,344
   June 30,
    
    
    December 31,2007
    
    
    2006Senior credit facility, revolving portion, weighted-average interest rate of 8.10%
    
    $
    
    
    
    $
    3,000Senior credit facility, term loan portion, weighted-average interest rate of
7.36% and 7.73%, respectively
    
    
    258,757
    
    
    
    263,92911 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000463,757
    
    
    
    471,929Short-term borrowings and current portion of long-term debt
    
    
    (2,680
    )
    
    
    (5,694
    )Long-term debt
    
    $
    461,077
    
    
    $
    466,235
 6




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##### Table of Contents



Tangible assets acquired, net of cash received
    
    $
    714Acquired client relationships and contracts
    
    
    1,500Goodwill
    
    
    3,303Deferred revenue
    
    
    (350
    )Other liabilities assumed
    
    
    (34
    )Consideration paid, net of cash received
    
    $
    5,133
      7




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Three Months Ended
    
    
    Six months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006United States
    
    $
    36,623
    
    
    $
    30,578
    
    
    $
    70,970
    
    
    $
    58,801Canada
    
    
    9,771
    
    
    
    8,745
    
    
    
    18,575
    
    
    
    16,923Americas excluding United States and Canada
    
    
    873
    
    
    
    624
    
    
    
    1,718
    
    
    
    1,882Europe
    
    
    11,843
    
    
    
    9,618
    
    
    
    22,584
    
    
    
    19,465Asia Pacific and Japan
    
    
    1,218
    
    
    
    1,090
    
    
    
    2,395
    
    
    
    1,949$
    60,328
    
    
    $
    50,655
    
    
    $
    116,242
    
    
    $
    99,020
 8




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##### Table of Contents



Three Months Ended
    
    
    Six months EndedJune 30,
    
    
    June 30,
    
    
    June 30,
    
    
    June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Portfolio management/accounting
    
    $
    47,438
    
    
    $
    37,070
    
    
    $
    90,974
    
    
    $
    73,012Trading/treasury operations
    
    
    6,794
    
    
    
    7,826
    
    
    
    13,069
    
    
    
    14,383Financial modeling
    
    
    2,267
    
    
    
    2,347
    
    
    
    4,363
    
    
    
    4,714Loan management/accounting
    
    
    1,125
    
    
    
    1,151
    
    
    
    2,056
    
    
    
    2,207Property management
    
    
    1,220
    
    
    
    1,385
    
    
    
    2,617
    
    
    
    2,841Money market processing
    
    
    1,010
    
    
    
    876
    
    
    
    2,159
    
    
    
    1,863Training
    
    
    474
    
    
    
    
    
    
    
    1,004
    
    
    
    $
    60,328
    
    
    $
    50,655
    
    
    $
    116,242
    
    
    $
    99,020
     3 4
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##### Table of Contents



At June 30, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    6,260
    
    
    $
    822
    
    
    $
    6,128
    
    
    $
    
    
    
    $
    13,210Accounts receivable, net
    
    
    18,030
    
    
    
    6,946
    
    
    
    11,965
    
    
    
    
    
    
    
    36,941Income taxes receivable
    
    
    464
    
    
    
    
    
    
    
    
    
    
    
    (464
    )
    
    
    Prepaid expenses and other current assets
    
    
    4,115
    
    
    
    607
    
    
    
    3,463
    
    
    
    
    
    
    
    8,185Deferred income taxes
    
    
    269
    
    
    
    81
    
    
    
    
    
    
    
    (67
    )
    
    
    283Property and equipment, net
    
    
    6,293
    
    
    
    714
    
    
    
    4,253
    
    
    
    
    
    
    
    11,260Investment in subsidiaries
    
    
    102,504
    
    
    
    
    
    
    
    
    
    
    
    (102,504
    )
    
    
    Intercompany balances
    
    
    152,265
    
    
    
    (12,557
    )
    
    
    (139,708
    )
    
    
    
    
    
    
    Goodwill, intangible and other assets, net
    
    
    785,751
    
    
    
    21,277
    
    
    
    300,693
    
    
    
    
    
    
    
    1,107,721Deferred income taxes, long-term
    
    
    
    
    
    
    1,427
    
    
    
    
    
    
    
    (1,427
    )
    
    
    Total assets
    
    $
    1,075,951
    
    
    $
    19,317
    
    
    $
    186,794
    
    
    $
    (104,462
    )
    
    $
    1,177,600Current portion of long-term debt
    
    $
    2,000
    
    
    $
    
    
    
    $
    680
    
    
    $
    
    
    
    $
    2,680Accounts payable
    
    
    1,302
    
    
    
    187
    
    
    
    885
    
    
    
    
    
    
    
    2,374Accrued expenses
    
    
    7,997
    
    
    
    1,386
    
    
    
    4,813
    
    
    
    
    
    
    
    14,196Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    67
    
    
    
    (67
    )
    
    
    Income taxes payable
    
    
    
    
    
    
    83
    
    
    
    3,069
    
    
    
    (464
    )
    
    
    2,688Deferred maintenance and other revenue
    
    
    21,825
    
    
    
    4,790
    
    
    
    6,806
    
    
    
    
    
    
    
    33,421Long-term debt, net of current portion
    
    
    400,000
    
    
    
    
    
    
    
    61,077
    
    
    
    
    
    
    
    461,077Other long-term liabilities
    
    
    880
    
    
    
    
    
    
    
    5,234
    
    
    
    
    
    
    
    6,114Deferred income taxes, long-term
    
    
    55,225
    
    
    
    
    
    
    
    14,530
    
    
    
    (1,427
    )
    
    
    68,328Total liabilities
    
    
    489,229
    
    
    
    6,446
    
    
    
    97,161
    
    
    
    (1,958
    )
    
    
    590,878Stockholders equity
    
    
    586,722
    
    
    
    12,871
    
    
    
    89,633
    
    
    
    (102,504
    )
    
    
    586,722Total liabilities and stockholders equity
    
    $
    1,075,951
    
    
    $
    19,317
    
    
    $
    186,794
    
    
    $
    (104,462
    )
    
    $
    1,177,600
 At December 31, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash and cash equivalents
    
    $
    3,055
    
    
    $
    2,317
    
    
    $
    6,346
    
    
    $
    
    
    
    $
    11,718Accounts receivable, net
    
    
    15,640
    
    
    
    4,808
    
    
    
    11,247
    
    
    
    
    
    
    
    31,695Income taxes receivable
    
    
    5,260
    
    
    
    
    
    
    
    
    
    
    
    (5,260
    )
    
    
    Prepaid expenses and other current assets
    
    
    3,929
    
    
    
    730
    
    
    
    3,164
    
    
    
    
    
    
    
    7,823Deferred income taxes
    
    
    268
    
    
    
    87
    
    
    
    
    
    
    
    (355
    )
    
    
    Property and equipment, net
    
    
    4,897
    
    
    
    987
    
    
    
    4,135
    
    
    
    
    
    
    
    10,019Investment in subsidiaries
    
    
    83,863
    
    
    
    
    
    
    
    
    
    
    
    (83,863
    )
    
    
    Intercompany balances
    
    
    142,577
    
    
    
    (9,433
    )
    
    
    (133,144
    )
    
    
    
    
    
    
    Deferred income taxes, long-term
    
    
    
    
    
    
    1,583
    
    
    
    
    
    
    
    (1,583
    )
    
    
    Goodwill, intangible and other assets, net
    
    
    795,697
    
    
    
    16,918
    
    
    
    278,651
    
    
    
    
    
    
    
    1,091,266Total assets
    
    $
    1,055,186
    
    
    $
    17,997
    
    
    $
    170,399
    
    
    $
    (91,061
    )
    
    $
    1,152,521Current portion of long-term debt
    
    $
    5,000
    
    
    $
    
    
    
    $
    694
    
    
    $
    
    
    
    $
    5,694Accounts payable
    
    
    1,019
    
    
    
    418
    
    
    
    868
    
    
    
    
    
    
    
    2,305Accrued expenses and other liabilities
    
    
    11,232
    
    
    
    1,715
    
    
    
    5,348
    
    
    
    
    
    
    
    18,295Deferred income taxes
    
    
    
    
    
    
    
    
    
    
    739
    
    
    
    (355
    )
    
    
    384Income taxes payable
    
    
    
    
    
    
    1,522
    
    
    
    3,929
    
    
    
    (5,260
    )
    
    
    191Deferred maintenance and other revenue
    
    
    15,821
    
    
    
    3,678
    
    
    
    6,180
    
    
    
    
    
    
    
    25,679Long-term debt, net of current portion
    
    
    401,000
    
    
    
    
    
    
    
    65,235
    
    
    
    
    
    
    
    466,235Other long-term liabilities
    
    
    
    
    
    
    
    
    
    
    1,088
    
    
    
    
    
    
    
    1,088Deferred income taxes, long-term
    
    
    57,982
    
    
    
    
    
    
    
    13,119
    
    
    
    (1,583
    )
    
    
    69,518Total liabilities
    
    
    492,054
    
    
    
    7,333
    
    
    
    97,200
    
    
    
    (7,198
    )
    
    
    589,389Stockholders equity
    
    
    563,132
    
    
    
    10,664
    
    
    
    73,199
    
    
    
    (83,863
    )
    
    
    563,132Total liabilities and stockholders equity
    
    $
    1,055,186
    
    
    $
    17,997
    
    
    $
    170,399
    
    
    $
    (91,061
    )
    
    $
    1,152,521
 10




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##### Table of Contents



For the three months ended June 30, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    25,299
    
    
    $
    15,916
    
    
    $
    19,557
    
    
    $
    (444
    )
    
    $
    60,328Cost of revenue
    
    
    14,620
    
    
    
    10,077
    
    
    
    8,055
    
    
    
    (444
    )
    
    
    32,308Gross profit
    
    
    10,679
    
    
    
    5,839
    
    
    
    11,502
    
    
    
    
    
    
    
    28,020Operating expenses:Selling & marketing
    
    
    3,383
    
    
    
    386
    
    
    
    1,406
    
    
    
    
    
    
    
    5,175Research & development
    
    
    3,961
    
    
    
    899
    
    
    
    1,910
    
    
    
    
    
    
    
    6,770General & administrative
    
    
    4,945
    
    
    
    411
    
    
    
    1,121
    
    
    
    
    
    
    
    6,477Total operating expenses
    
    
    12,289
    
    
    
    1,696
    
    
    
    4,437
    
    
    
    
    
    
    
    18,422Operating (loss) income
    
    
    (1,610
    )
    
    
    4,143
    
    
    
    7,065
    
    
    
    
    
    
    
    9,598Interest expense, net
    
    
    (7,138
    )
    
    
    
    
    
    
    (3,997
    )
    
    
    
    
    
    
    (11,135
    )Other income (expense), net
    
    
    64
    
    
    
    (133
    )
    
    
    523
    
    
    
    
    
    
    
    454(Loss) income before income taxes
    
    
    (8,684
    )
    
    
    4,010
    
    
    
    3,591
    
    
    
    
    
    
    
    (1,083
    )(Benefit) provision for income taxes
    
    
    (1,694
    )
    
    
    322
    
    
    
    1,348
    
    
    
    
    
    
    
    (24
    )Equity in net income of subsidiaries
    
    
    5,931
    
    
    
    
    
    
    
    
    
    
    
    (5,931
    )
    
    
    Net (loss) income
    
    $
    (1,059
    )
    
    $
    3,688
    
    
    $
    2,243
    
    
    $
    (5,931
    )
    
    $
    (1,059
    )
 For the three months ended June 30, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    19,693
    
    
    $
    13,944
    
    
    $
    17,344
    
    
    $
    (326
    )
    
    $
    50,655Cost of revenue
    
    
    9,786
    
    
    
    6,470
    
    
    
    8,575
    
    
    
    (326
    )
    
    
    24,505Gross profit
    
    
    9,907
    
    
    
    7,474
    
    
    
    8,769
    
    
    
    
    
    
    
    26,150Operating expenses:Selling & marketing
    
    
    2,336
    
    
    
    562
    
    
    
    1,289
    
    
    
    
    
    
    
    4,187Research & development
    
    
    3,051
    
    
    
    915
    
    
    
    1,962
    
    
    
    
    
    
    
    5,928General & administrative
    
    
    2,752
    
    
    
    1,704
    
    
    
    239
    
    
    
    
    
    
    
    4,695Total operating expenses
    
    
    8,139
    
    
    
    3,181
    
    
    
    3,490
    
    
    
    
    
    
    
    14,810Operating income
    
    
    1,768
    
    
    
    4,293
    
    
    
    5,279
    
    
    
    
    
    
    
    11,340Interest expense, net
    
    
    (7,605
    )
    
    
    
    
    
    
    (4,159
    )
    
    
    
    
    
    
    (11,764
    )Other income (expense), net
    
    
    38
    
    
    
    (2
    )
    
    
    852
    
    
    
    
    
    
    
    888(Loss) income before income taxes
    
    
    (5,799
    )
    
    
    4,291
    
    
    
    1,972
    
    
    
    
    
    
    
    464Benefit for income taxes
    
    
    (19
    )
    
    
    (90
    )
    
    
    (1,214
    )
    
    
    
    
    
    
    (1,323
    )Equity in net income of subsidiaries
    
    
    7,567
    
    
    
    
    
    
    
    
    
    
    
    (7,567
    )
    
    
    Net income
    
    $
    1,787
    
    
    $
    4,381
    
    
    $
    3,186
    
    
    $
    (7,567
    )
    
    $
    1,787
 11




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##### Table of Contents



For the six months ended June 30, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    48,309
    
    
    $
    31,616
    
    
    $
    36,871
    
    
    $
    (554
    )
    
    $
    116,242Cost of revenue
    
    
    27,723
    
    
    
    19,915
    
    
    
    14,666
    
    
    
    (554
    )
    
    
    61,750Gross profit
    
    
    20,586
    
    
    
    11,701
    
    
    
    22,205
    
    
    
    
    
    
    
    54,492Operating expenses:Selling & marketing
    
    
    5,933
    
    
    
    826
    
    
    
    2,524
    
    
    
    
    
    
    
    9,283Research & development
    
    
    7,473
    
    
    
    1,842
    
    
    
    3,722
    
    
    
    
    
    
    
    13,037General & administrative
    
    
    8,362
    
    
    
    659
    
    
    
    2,506
    
    
    
    
    
    
    
    11,527Total operating expenses
    
    
    21,768
    
    
    
    3,327
    
    
    
    8,752
    
    
    
    
    
    
    
    33,847Operating (loss) income
    
    
    (1,182
    )
    
    
    8,374
    
    
    
    13,453
    
    
    
    
    
    
    
    20,645Interest (expense) income, net
    
    
    (14,546
    )
    
    
    10
    
    
    
    (8,019
    )
    
    
    
    
    
    
    (22,555
    )Other income (expense), net
    
    
    99
    
    
    
    (136
    )
    
    
    617
    
    
    
    
    
    
    
    580Income (loss) before income taxes
    
    
    (15,629
    )
    
    
    8,248
    
    
    
    6,051
    
    
    
    
    
    
    
    (1,330
    )(Benefit) provision for income taxes
    
    
    (3,736
    )
    
    
    1,568
    
    
    
    2,070
    
    
    
    
    
    
    
    (98
    )Equity in net income of subsidiaries
    
    
    10,661
    
    
    
    
    
    
    
    
    
    
    
    (10,661
    )
    
    
    Net (loss) income
    
    $
    (1,232
    )
    
    $
    6,680
    
    
    $
    3,981
    
    
    $
    (10,661
    )
    
    $
    (1,232
    )
 For the six months ended June 30, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalRevenue
    
    $
    38,553
    
    
    $
    27,145
    
    
    $
    33,912
    
    
    $
    (590
    )
    
    $
    99,020Cost of revenue
    
    
    19,435
    
    
    
    12,116
    
    
    
    16,840
    
    
    
    (590
    )
    
    
    47,801Gross profit
    
    
    19,118
    
    
    
    15,029
    
    
    
    17,072
    
    
    
    
    
    
    
    51,219Operating expenses:Selling & marketing
    
    
    4,388
    
    
    
    1,110
    
    
    
    2,397
    
    
    
    
    
    
    
    7,895Research & development
    
    
    6,372
    
    
    
    1,601
    
    
    
    3,831
    
    
    
    
    
    
    
    11,804General & administrative
    
    
    5,223
    
    
    
    2,988
    
    
    
    542
    
    
    
    
    
    
    
    8,753Total operating expenses
    
    
    15,983
    
    
    
    5,699
    
    
    
    6,770
    
    
    
    
    
    
    
    28,452Operating income
    
    
    3,135
    
    
    
    9,330
    
    
    
    10,302
    
    
    
    
    
    
    
    22,767Interest expense, net
    
    
    (15,145
    )
    
    
    
    
    
    
    (8,128
    )
    
    
    
    
    
    
    (23,273
    )Other income (expense), net
    
    
    45
    
    
    
    (1
    )
    
    
    783
    
    
    
    
    
    
    
    827Income (loss) before income taxes
    
    
    (11,965
    )
    
    
    9,329
    
    
    
    2,957
    
    
    
    
    
    
    
    321Provision (benefit) for income taxes
    
    
    (2,819
    )
    
    
    2,198
    
    
    
    (619
    )
    
    
    
    
    
    
    (1,240
    )Equity in net income of subsidiaries
    
    
    10,707
    
    
    
    
    
    
    
    
    
    
    
    (10,707
    )
    
    
    Net income
    
    $
    1,561
    
    
    $
    7,131
    
    
    $
    3,576
    
    
    $
    (10,707
    )
    
    $
    1,561
 12




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##### Table of Contents



For the six months ended June 30, 2007Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net (loss) income
    
    $
    (1,232
    )
    
    $
    6,680
    
    
    $
    3,981
    
    
    $
    (10,661
    )
    
    $
    (1,232
    )Non-cash adjustments
    
    
    3,823
    
    
    
    1,136
    
    
    
    3,269
    
    
    
    10,661
    
    
    
    18,889Changes in operating assets and liabilities
    
    
    5,640
    
    
    
    (2,687
    )
    
    
    2,138
    
    
    
    
    
    
    
    5,091Net cash provided by operating activities
    
    
    8,231
    
    
    
    5,129
    
    
    
    9,388
    
    
    
    
    
    
    
    22,748Cash Flow from Investment Activities:Intercompany transactions
    
    
    1,572
    
    
    
    (1,349
    )
    
    
    (223
    )
    
    
    
    
    
    
    Cash paid for businesses acquired, net of
cash Acquired
    
    
    
    
    
    
    (5,133
    )
    
    
    (3
    )
    
    
    
    
    
    
    (5,136
    )Additions to property and equipment
    
    
    (2,472
    )
    
    
    (142
    )
    
    
    (820
    )
    
    
    
    
    
    
    (3,434
    )Purchase of long-term investment
    
    
    (200
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (200
    )Net cash provided by (used in) investing
activities
    
    
    (1,100
    )

    
    
    (6,624
    )
    
    
    (1,046
    )
    
    
    
    
    
    
    (8,770
    )Cash Flow from Investment Activities:Net repayments of debt
    
    
    (4,000
    )
    
    
    
    
    
    
    (8,870
    )
    
    
    
    
    
    
    (12,870
    )Income tax benefit related to exercise of stock options
    
    
    82
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82Transactions involving Sunshine
Acquisition Corporation common stock
    
    
    (8
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8
    )Net cash used in financing activities
    
    
    (3,926
    )
    
    
    
    
    
    
    (8,870
    )
    
    
    
    
    
    
    (12,796
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    310
    
    
    
    
    
    
    
    310Net increase (decrease) in cash and cash
equivalents
    
    
    3,205
    
    
    
    (1,495
    )
    
    
    (218
    )
    
    
    
    
    
    
    1,492Cash and cash equivalents, beginning of
period
    
    
    3,055
    
    
    
    2,317
    
    
    
    6,346
    
    
    
    
    
    
    
    11,718Cash and cash equivalents, end of period
    
    $
    6,260
    
    
    $
    822
    
    
    $
    6,128
    
    
    $
    
    
    
    $
    13,210
 For the six months ended June 30, 2006Total
    
    
    Total Non-
    
    
    ConsolidatingSS&C
    
    
    Guarantors
    
    
    Guarantors
    
    
    Adjustments
    
    
    TotalCash Flow from Operating Activities:Net income
    
    $
    1,561
    
    
    $
    7,131
    
    
    $
    3,576
    
    
    $
    (10,707
    )
    
    $
    1,561Non-cash adjustments
    
    
    (402
    )
    
    
    674
    
    
    
    1,163
    
    
    
    10,707
    
    
    
    12,142Changes in operating assets and liabilities
    
    
    3,074
    
    
    
    911
    
    
    
    (887
    )
    
    
    
    
    
    
    3,098Net cash provided by operating activities
    
    
    4,233
    
    
    
    8,716
    
    
    
    3,852
    
    
    
    
    
    
    
    16,801Cash Flow from Investment Activities:Intercompany transactions
    
    
    4,761
    
    
    
    (9,003
    )
    
    
    4,242
    
    
    
    
    
    
    
    Cash paid for businesses acquired, net of
cash acquired
    
    
    (11,492
    )
    
    
    
    
    
    
    (8
    )
    
    
    
    
    
    
    (11,500
    )Additions to property and equipment
    
    
    (1,179
    )
    
    
    (84
    )
    
    
    (681
    )
    
    
    
    
    
    
    (1,944
    )Proceed from sale of property and equipment
    
    
    
    
    
    
    2
    
    
    
    
    
    
    
    
    
    
    
    2Net cash provided by (used in) investing
activities
    
    
    (7,910
    )
    
    
    (9,085
    )
    
    
    3,553
    
    
    
    
    
    
    
    (13,442
    )Cash Flow from Investment Activities:Net borrowings (repayments) of debt
    
    
    1,090
    
    
    
    
    
    
    
    (5,861
    )
    
    
    
    
    
    
    (4,771
    )Exercise of stock options
    
    
    72
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72Net cash provided by (used in) financing
activities
    
    
    1,162
    
    
    
    
    
    
    
    (5,861
    )
    
    
    
    
    
    
    (4,699
    )Effect of exchange rate changes on cash
    
    
    
    
    
    
    
    
    
    
    314
    
    
    
    
    
    
    
    314Net increase (decrease) in cash and cash
equivalents
    
    
    (2,515
    )
    
    
    (369
    )
    
    
    1,858
    
    
    
    
    
    
    
    (1,026
    )Cash and cash equivalents, beginning of
period
    
    
    6,319
    
    
    
    1,971
    
    
    
    7,294
    
    
    
    
    
    
    
    15,584Cash and cash equivalents, end of period
    
    $
    3,804
    
    
    $
    1,602
    
    
    $
    9,152
    
    
    $
    
    
    
    $
    14,558
 13




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 CRITICAL ACCOUNTING POLICIES
  -
    
    Revenue Recognition-
    
    Allowance for Doubtful Accounts-
    
    Long-Lived Assets, Intangible Assets and Goodwill-
    
    Acquisition Accounting-
    
    Income Taxes-
    
    Stock-based compensation
 Results of Operations for the Three Months and Six Months Ended June 30, 2007 and 2006
  Three Months Ended June 30,
    
    
    Percent
    
    
    Six Months Ended June 30,
    
    
    Percent2007
    2006
    
    
    Change
    
    
    2007
    2006
    
    
    ChangeRevenues:Software licenses
    
    $
    5,377
    
    
    $
    5,164
    
    
    
    4
    %
    
    $
    11,494
    
    
    $
    10,362
    
    
    
    11
    %Maintenance
    
    
    15,246
    
    
    
    13,306
    
    
    
    15
    %
    
    
    30,233
    
    
    
    26,348
    
    
    
    15
    %Professional services
    
    
    4,908
    
    
    
    4,950
    
    
    
    -1
    %
    
    
    9,043
    
    
    
    10,128
    
    
    
    -11
    %Software-enabled
services
    
    
    34,797
    
    
    
    27,235
    
    
    
    28
    %
    
    
    65,472
    
    
    
    52,182
    
    
    
    25
    %Total revenues
    
    $
    60,328
    
    
    $
    50,655
    
    
    
    19
    %
    
    $
    116,242
    
    
    $
    99,020
    
    
    
    17
    %
  Three Months Ended June 30,
    
    Six Months Ended June 30,2007

    2006
    

2007

    2006Revenues:Software licenses
    
    
    9
    %
    
    
    10
    %
    
    
    10
    %
    
    
    10
    %Maintenance
    
    
    25
    %
    
    
    26
    %
    
    
    26
    %
    
    
    27
    %Professional services
    
    
    8
    %
    
    
    10
    %
    
    
    8
    %
    
    
    10
    %Software-enabled
services
    
    
    58
    %
    
    
    54
    %
    
    
    56
    %
    
    
    53
    %
 Revenues
  14




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##### Table of Contents



Software Licenses
 Maintenance
 Professional Services
 Software-enabled Services
 15




---



##### Table of Contents



Cost of Revenues
  Cost of Software Licenses
 Cost of Maintenance
 Cost of Professional Services
 Cost of Software-enabled Services
 Operating Expenses
  16




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##### Table of Contents



Selling and Marketing
 Research and Development
 General and Administrative
 Interest Expense, Net 3 4
 Other Income, Net
 Benefit for Income Taxes
 Liquidity and Capital Resources
  17




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##### Table of Contents



Off-Balance Sheet Arrangements
  Senior Credit Facilities
    18




---



##### Table of Contents



11 3/4 % Senior Subordinated Notes due 2013
 3 4
   Covenant Compliance
       19




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(in thousands)
    
    Three Months Ended June 30,
    
    
    Six Months Ended June 30,2007
    
    
    2006
    
    
    2007
    
    
    2006Net (loss) income
    
    $
    (1,059
    )
    
    $
    1,787
    
    
    $
    (1,232
    )
    
    $
    1,561Interest (income) expense, net
    
    
    11,135
    
    
    
    11,764
    
    
    
    22,555
    
    
    
    23,273Income taxes
    
    
    (24
    )
    
    
    (1,323
    )
    
    
    (98
    )
    
    
    (1,240
    )Depreciation and amortization
    
    
    8,730
    
    
    
    6,803
    
    
    
    17,213
    
    
    
    13,372EBITDA
    
    $
    18,782
    
    
    $
    19,031
    
    
    $
    38,438
    
    
    $
    36,966Purchase accounting adjustments (1)
    
    
    (72
    )
    
    
    1,414
    
    
    
    (139
    )
    
    
    2,555Unusual or non-recurring charges (2)
    
    
    (186
    )
    
    
    (735
    )
    
    
    (241
    )
    
    
    (670
    )Acquired EBITDA and cost savings (3)
    
    
    
    
    
    
    116
    
    
    
    135
    
    
    
    748Stock-based compensation
    
    
    3,727
    
    
    
    
    
    
    
    4,540
    
    
    
    Capital-based taxes
    
    
    251
    
    
    
    880
    
    
    
    664
    
    
    
    880Other (4)
    
    
    295
    
    
    
    250
    
    
    
    785
    
    
    
    500Consolidated EBITDA
    
    $
    22,797
    
    
    $
    20,956
    
    
    $
    44,182
    
    
    $
    40,979
 
 (1)
    
    Purchase accounting adjustments include the adjustment of deferred revenue
and lease obligations to fair value at the date of the Transaction.(2)
    
    Unusual or non-recurring charges include foreign currency gains and losses,
proceeds from legal settlements and other one-time gains and expenses.(3)
    
    Acquired EBITDA and cost savings reflects the impact of EBITDA and cost
savings from synergies for significant businesses that were acquired during the
period as if the acquisition occurred at the beginning of that period.(4)
    
    Other includes management fees paid to The Carlyle Group and the non-cash
portion of straight-line rent expense.  Covenant
    
    
    ActualRequirements
    
    
    RatiosMaximum consolidated total leverage to
Consolidated EBITDA Ratio
    
    
    6.75x
    
    
    
    5.16xMinimum Consolidated EBITDA to consolidated net
interest coverage ratio
    
    
    1.50x
    
    
    
    2.00x
 
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
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Item 4. Controls and Procedures
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PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
     
 Item 1A. Risk Factors
  Risks Relating to Our Business
 Our business is affected by changes in the state of the general economy and the
financial markets, and a slowdown or downturn in the general economy or the financial
markets could adversely affect our results of operations.
  
    
    cancel or reduce planned expenditures for our products and services;
    
    seek to lower their costs by renegotiating their contracts with us;
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
    
    move their IT solutions in-house;
    
    switch to lower-priced solutions provided by our competitors; or
    
    exit the industry.
  Further or accelerated consolidations in the financial services industry could adversely
affect our business, financial condition and results of operations.
  We expect that our operating results, including our profit margins and profitability,
may fluctuate over time.
  
    
    the timing of the introduction and the market acceptance of new products,
product enhancements or services by us or our competitors;
    
    the lengthy and often unpredictable sales cycles of large client engagements;
    
    the amount and timing of our operating costs and other expenses;
    
    the financial health of our clients;
    
    changes in the volume of assets under our clients management;
    
    cancellations of maintenance and/or software-enabled services arrangements
by our clients;
    
    changes in local, national and international regulatory requirements;
    
    changes in our personnel;
    
    implementation of our licensing contracts and software-enabled services
arrangements;
    
    changes in economic and financial market conditions; and
    
    changes in the mix in the types of products and services we provide.
 If we are unable to retain and attract clients, our revenues and net income would remain
stagnant or decline.
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
    
    the level of demand for our products and services;
    
    the level of client spending for information technology;
    
    the level of competition from internal client solutions and from other vendors;
    
    the quality of our client service;
    
    our ability to update our products and services and develop new products and
services needed by clients;
    
    our ability to understand the organization and processes of our clients; and
    
    our ability to integrate and manage acquired businesses.
 We are currently subject to a consolidated shareholder class action lawsuit, the
unfavorable outcome of which might have a material adverse effect on our financial
condition, results of operations and cash flows.
  We face significant competition with respect to our products and services, which may
result in price reductions, reduced gross margins or loss of market share.
   Catastrophic events may adversely affect our ability to provide, our clients ability to
use, and the demand for, our products and services, which may disrupt our business and
cause a decline in revenues.
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Our software-enabled services may be subject to disruptions that could adversely affect our
reputation and our business.
  We may not achieve the anticipated benefits from our acquisitions and may face difficulties
in integrating our acquisitions, which could adversely affect our revenues, subject us to
unknown liabilities, increase costs and place a significant strain on our management.
   
    
    combine operations, facilities and differing firm cultures;
    
    retain the clients or employees of acquired entities;
    
    generate market demand for new products and services;
    
    coordinate geographically dispersed operations and successfully adapt to the
complexities of international operations;
    
    integrate the technical teams of these companies with our engineering organization;
    
    incorporate acquired technologies and products into our current and future product lines; and
    
    integrate the products and services of these companies with our business, where
we do not have distribution, marketing or support experience for such products and
services.
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If we cannot attract, train and retain qualified managerial, technical and sales personnel,
we may not be able to provide adequate technical expertise and customer service to our
clients or maintain focus on our business strategy.
    If we are unable to protect our proprietary technology, our success and our ability to
compete will be subject to various risks, such as third-party infringement claims,
unauthorized use of our technology, disclosure of our proprietary information or inability
to license technology from third parties.
     We could become subject to litigation regarding intellectual property rights, which could
seriously harm our business and require us to incur significant costs, which, in turn,
could reduce or eliminate profits.
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Our failure to continue to derive substantial revenues from the licensing of, or the
provision of software-enabled services relating to, our CAMRA, TradeThru, Pacer,
AdvisorWare and Total Return software, and the provision of maintenance and professional
services in support of such licensed software, could adversely affect our ability to
sustain or grow our revenues and harm our business, financial condition and results of
operations.
  We may be unable to adapt to rapidly changing technology and evolving industry standards
and regulatory requirements, and our inability to introduce new products and services could
adversely affect our business, financial condition and results of operations.
  
    
    we may find it difficult or costly to update our services and software and to
develop new products and services quickly enough to meet our clients needs;
    
    we may find it difficult or costly to make some features of our software work
effectively and securely over the Internet or with new or changed operating
systems;
    
    we may find it difficult or costly to update our software and services to keep
pace with business, evolving industry standards, regulatory and other developments
in the industries where our clients operate; and
    
    we may be exposed to liability for security breaches that allow unauthorized
persons to gain access to confidential information stored on our computers or
transmitted over our network.
  Undetected software design defects, errors or failures may result in loss of our clients
data or in liabilities that could adversely affect our revenues, financial condition and
results of operations.
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Challenges in maintaining and expanding our international operations can result in
increased costs, delayed sales efforts and uncertainty with respect to our intellectual
property rights and results of operations.
  
    
    changes in a specific countrys or regions political or economic condition;
    
    difficulties in obtaining U.S. export licenses;
    
    potentially longer payment cycles;
    
    increased costs associated with maintaining international marketing efforts;
    
    foreign currency fluctuations;
    
    the introduction of non-tariff barriers and higher duty rates;
    
    foreign regulatory compliance; and
    
    difficulties in enforcement of third-party contractual obligations and intellectual property rights.
  Risks Relating to Our Substantial Indebtedness
 Our substantial indebtedness could adversely affect our financial health and prevent us
from fulfilling our obligations under our 11 3/4% senior subordinated notes due 2013 and
our senior credit facilities.
   
    
    make it more difficult for us to satisfy our obligations with respect to our
notes and our senior credit facilities;
    
    require us to dedicate a substantial portion of our cash flow from operations
to payments on our indebtedness, thereby reducing the availability of our cash
flow to fund acquisitions, working capital, capital expenditures, research and
development efforts and other general corporate purposes;
    
    increase our vulnerability to and limit our flexibility in planning for, or
reacting to, changes in our business and the industry in which we operate;
    
    expose us to the risk of increased interest rates as borrowings under our
senior credit facilities are subject to variable rates of interest;
    
    place us at a competitive disadvantage compared to our competitors that have less debt; and
    
    limit our ability to borrow additional funds.
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To service our indebtedness, we require a significant amount of cash. Our ability to
generate cash depends on many factors beyond our control.
   Despite current indebtedness levels, we and our subsidiaries may still be able to incur
substantially more debt. This could further exacerbate the risks associated with our
substantial financial leverage.
  Restrictive covenants in the indenture governing the notes and the agreement governing our
senior credit facilities may restrict our ability to pursue our business strategies.
  
    
    incur additional indebtedness;
    
    sell assets, including capital stock of restricted subsidiaries;
    
    agree to payment restrictions affecting our restricted subsidiaries;
    
    pay dividends;
    
    consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;
    
    make strategic acquisitions;
    
    enter into transactions with our affiliates;
    
    incur liens; and
    
    designate any of our subsidiaries as unrestricted subsidiaries.
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
    
    declare all borrowings outstanding, together with accrued interest and other
fees, to be immediately due and payable; or
    
    prevent us from making payments on the notes,
  We may not have the ability to raise the funds necessary to finance the change of control
offer required by the indenture governing the notes.
  
 Item 6. Exhibits
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SIGNATURE
  SS&C TECHNOLOGIES, INC.Date: August 8, 2007
    By:
    /s/ Patrick J. PedontiPatrick J. Pedonti
Senior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 31




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Exhibit Index
 Exhibit Number
    
    Description10.1
    
    
    Form of 2006 Equity Incentive Plan of SS&C Technologies
Holdings, Inc. Stock-Option Grant Notice and Stock Option
Agreement31.1
    
    
    Certification of the Registrants Chief Executive Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of the Registrants Chief Financial Officer
pursuant to Section 302 of the Sarbanes-Oxley Act of 200232
    
    
    Certification of the Registrants Chief Executive Officer
and Chief Financial Officer pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 
 
    
    Confidential treatment has been requested as to certain portions of this Exhibit. Such
portions have been omitted and filed separately with the Securities and Exchange
Commission. 32