##### 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 March 31, 2010
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 Commission File Number 001-34675
 SS&C TECHNOLOGIES HOLDINGS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    71-0987913
(I.R.S. Employer Identification No.)
 
 
 o þ
 o o
  Large accelerated filer o
    
    Accelerated filer o
    
    Non-accelerated filer þ
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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##### 



SS&C TECHNOLOGIES HOLDINGS, INC.
 INDEX
 PageNumberPART I. FINANCIAL INFORMATIONItem 1. Financial StatementsCondensed Consolidated Balance Sheets at
March 31, 2010 and December 31, 2009
    
    
    3Condensed Consolidated Statements of Operations for the
three months ended March 31, 2010 and 2009
    
    
    4Condensed Consolidated Statements of Cash Flows for the
three months ended March 31, 2010 and 2009
    
    
    5Notes to Condensed Consolidated Financial Statements
    
    
    6Item 2. Managements Discussion and Analysis of Financial
Condition and Results of Operations
    
    
    12Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    19Item 4T. Controls and Procedures
    
    
    19PART II. OTHER INFORMATIONItem 1A. Risk Factors
    
    
    20Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    31Item 6. Exhibits
    
    
    32SIGNATURE
    
    
    33EXHIBIT INDEX
    
    
    34EX-31.1EX-31.2EX-32
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##### Table of Contents



Part I. FINANCIAL INFORMATION
 
 Item 1.
    
    Financial Statements
 
 
 
 March 31,
    
    
    December 31,2010
    
    
    2009ASSETSCurrent assets:Cash and cash equivalents
    
    $
    21,189
    
    
    $
    19,055Accounts receivable, net of allowance for doubtful accounts of $1,428 and $1,425, respectively
    
    
    44,367
    
    
    
    41,600Prepaid expenses and other current assets
    
    
    6,057
    
    
    
    6,164Income taxes receivable
    
    
    6,539
    
    
    
    669Deferred income taxes
    
    
    1,773
    
    
    
    1,780Total current assets
    
    
    79,925
    
    
    
    69,268Property and equipment:Leasehold improvements
    
    
    5,413
    
    
    
    5,358Equipment, furniture, and fixtures
    
    
    27,187
    
    
    
    25,91532,600
    
    
    
    31,273Less accumulated depreciation
    
    
    (18,893
    )
    
    
    (17,237
    )Net property and equipment
    
    
    13,707
    
    
    
    14,036Deferred income taxes
    
    
    331
    
    
    
    499Goodwill (Note 10)
    
    
    900,021
    
    
    
    885,517Intangible and other assets, net of accumulated amortization of $126,139 and $116,670, respectively
    
    
    211,117
    
    
    
    216,321Total assets
    
    $
    1,205,101
    
    
    $
    1,185,641LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 6)
    
    $
    2,138
    
    
    $
    4,270Accounts payable
    
    
    3,867
    
    
    
    4,804Income taxes payable
    
    
    767
    
    
    
    703Accrued employee compensation and benefits
    
    
    5,096
    
    
    
    14,693Other accrued expenses
    
    
    13,815
    
    
    
    16,938Interest payable
    
    
    8,029
    
    
    
    2,070Deferred maintenance and other revenue
    
    
    50,126
    
    
    
    40,400Total current liabilities
    
    
    83,838
    
    
    
    83,878Long-term debt, net of current portion (Note 6)
    
    
    394,026
    
    
    
    392,989Other long-term liabilities
    
    
    9,899
    
    
    
    10,764Deferred income taxes
    
    
    50,253
    
    
    
    52,023Total liabilities
    
    
    538,016
    
    
    
    539,654Commitments and contingencies (Note 8)Stockholders equity (Note 3 and 4):Common stock:Class A non-voting common stock, $0.01 par value, 5,000 shares authorized; 638 shares issued and outstanding
    
    
    6
    
    
    
    Common stock, $0.01 par value, 100,000
shares authorized; 61,027 shares and 60,807 shares
issued, respectively, and 60,540 shares and 60,400 shares outstanding, respectively
    
    
    610
    
    
    
    608Additional paid-in capital
    
    
    591,595
    
    
    
    587,293Accumulated other comprehensive income
    
    
    25,372
    
    
    
    16,436Retained earnings
    
    
    55,321
    
    
    
    46,300672,904
    
    
    
    650,637Less: cost of common stock in treasury, 488 shares and 407 shares, respectively
    
    
    (5,819
    )
    
    
    (4,650
    )Total stockholders equity
    
    
    667,085
    
    
    
    645,987Total liabilities and stockholders equity
    
    $
    1,205,101
    
    
    $
    1,185,641
 See accompanying notes to Condensed Consolidated Financial Statements.
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Three months ended March 31,2010
    
    
    2009Revenues:Software licenses
    
    $
    5,589
    
    
    $
    5,820Maintenance
    
    
    18,019
    
    
    
    15,540Professional services
    
    
    5,389
    
    
    
    5,196Software-enabled services
    
    
    49,177
    
    
    
    37,166Total revenues
    
    
    78,174
    
    
    
    63,722Cost of revenues:Software licenses
    
    
    1,928
    
    
    
    2,048Maintenance
    
    
    7,997
    
    
    
    6,474Professional services
    
    
    3,358
    
    
    
    3,977Software-enabled services
    
    
    25,879
    
    
    
    20,573Total cost of revenues
    
    
    39,162
    
    
    
    33,072Gross profit
    
    
    39,012
    
    
    
    30,650Operating expenses:Selling and marketing
    
    
    6,152
    
    
    
    5,228Research and development
    
    
    7,759
    
    
    
    5,867General and administrative
    
    
    5,680
    
    
    
    5,082Total operating expenses
    
    
    19,591
    
    
    
    16,177Operating income
    
    
    19,421
    
    
    
    14,473Interest expense, net
    
    
    (9,017
    )
    
    
    (9,350
    )Other (expense) income, net
    
    
    (115
    )
    
    
    557Income before income taxes
    
    
    10,289
    
    
    
    5,680Provision for income taxes
    
    
    1,268
    
    
    
    1,782Net income
    
    $
    9,021
    
    
    $
    3,898Basic earnings per share
    
    $
    0.15
    
    
    $
    0.06Basic weighted average number of common shares outstanding
    
    
    60,785
    
    
    
    60,362Diluted earnings per share
    
    $
    0.14
    
    
    $
    0.06Diluted weighted average number of common and common equivalent shares outstanding
    
    
    64,542
    
    
    
    62,888
 See accompanying notes to Condensed Consolidated Financial Statements.
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##### Table of Contents



Three months ended March 31,2010
    
    
    2009Cash flow from operating activities:Net income
    
    $
    9,021
    
    
    $
    3,898Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    10,113
    
    
    
    8,573Amortization of loan origination costs
    
    
    584
    
    
    
    570(Gain) loss on sale or disposition of property and equipment
    
    
    (2
    )
    
    
    2Deferred income taxes
    
    
    (2,359
    )
    
    
    (2,089
    )Stock-based compensation expense
    
    
    1,350
    
    
    
    1,269Provision for doubtful accounts
    
    
    146
    
    
    
    349Changes in operating assets and liabilities, excluding effects from acquisitions:Accounts receivable
    
    
    (1,178
    )
    
    
    (4,223
    )Prepaid expenses and other assets
    
    
    193
    
    
    
    208Accounts payable
    
    
    (966
    )
    
    
    45Accrued expenses and other liabilities
    
    
    (7,156
    )
    
    
    (3,369
    )Income taxes receivable and payable
    
    
    (2,989
    )
    
    
    (3,869
    )Deferred maintenance and other revenues
    
    
    8,785
    
    
    
    9,668Net cash provided by operating activities
    
    
    15,542
    
    
    
    11,032Cash flow from investing activities:Additions to property and equipment
    
    
    (998
    )
    
    
    (102
    )Proceeds from sale of property and equipment
    
    
    52
    
    
    
    Cash paid for business acquisitions, net of cash acquired
    
    
    (11,372
    )
    
    
    (3,550
    )Additions to capitalized software and other intangibles
    
    
    (51
    )
    
    
    Net cash used in investing activities
    
    
    (12,369
    )
    
    
    (3,652
    )Cash flow from financing activities:Repayment of debt
    
    
    (2,659
    )
    
    
    (531
    )Exercise of stock options
    
    
    953
    
    
    
    534Income tax benefit related to exercise of stock options
    
    
    2,009
    
    
    
    Purchase of common stock for treasury
    
    
    (1,169
    )
    
    
    (657
    )Net cash used in financing activities
    
    
    (866
    )
    
    
    (654
    )Effect of exchange rate changes on cash and cash equivalents
    
    
    (173
    )
    
    
    (488
    )Net increase in cash and cash equivalents
    
    
    2,134
    
    
    
    6,238Cash and cash equivalents, beginning of period
    
    
    19,055
    
    
    
    29,299Cash and cash equivalents, end of period
    
    $
    21,189
    
    
    $
    35,537Supplemental disclosure of cash paid for:Interest
    
    $
    2,750
    
    
    $
    1,791Income taxes, net
    
    $
    5,901
    
    
    $
    7,817Supplemental disclosure of non-cash investing activities:See Note 9 for a discussion of acquisitions
 See accompanying notes to Condensed Consolidated Financial Statements.
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SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES
 
 
          6




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Statements of operations classification
    
    2010
    
    
    2009Cost of maintenance
    
    $
    27
    
    
    $
    25Cost of professional services
    
    
    46
    
    
    
    47Cost of software-enabled services
    
    
    267
    
    
    
    253Total cost of revenues
    
    
    340
    
    
    
    325Selling and marketing
    
    
    208
    
    
    
    237Research and development
    
    
    132
    
    
    
    134General and administrative
    
    
    670
    
    
    
    573Total operating expenses
    
    
    1,010
    
    
    
    944Total stock-based compensation expense
    
    $
    1,350
    
    
    $
    1,269
  Shares UnderlyingOptionsOutstanding at January 1, 2010
    
    
    12,737,559Granted
    
    
    2,019,685Cancelled/forfeited
    
    
    (25,576
    )Exercised
    
    
    (857,512
    )Outstanding at March 31, 2010
    
    
    13,874,156
    Three Months Ended March 31,2010
    
    
    2009Net income
    
    $
    9,021
    
    
    $
    3,898Foreign currency translation gains (losses)
    
    
    8,442
    
    
    
    (7,105
    )Unrealized gains on interest rate swaps, net of tax
    
    
    494
    
    
    
    351Total comprehensive gain (loss)
    
    $
    17,957
    
    
    $
    (2,856
    )
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Three Months Ended March 31,2010
    
    2009Weighted average common shares outstanding
    
    
    60,785
    
    
    
    60,362Weighted average common stock equivalents  options
    
    
    3,757
    
    
    
    2,526Weighted average common and common equivalent shares outstanding
    
    
    64,542
    
    
    
    62,888
    March 31,
    
    
    December  31,2010
    
    
    2009Senior credit facility, revolving portion
    
    $
    
    
    
    $
    2,000Senior credit facility, term loan portion,
weighted-average interest rate of 2.45% and 2.39%,
respectively
    
    
    190,989
    
    
    
    190,03211 3/4% senior subordinated notes due 2013
    
    
    205,000
    
    
    
    205,000Capital leases
    
    
    175
    
    
    
    227396,164
    
    
    
    397,259Short-term borrowings and current portion of long-term debt
    
    
    (2,138
    )
    
    
    (4,270
    )Long-term debt
    
    $
    394,026
    
    
    $
    392,989
      Three Months EndedMarch 31,2010
    
    2009Interest rate swaps
    
    $
    1,132
    
    
    $
    839
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Three Months EndedMarch 31,2010
    
    2009Amount of gain recognized in AOCI, net of tax
    
    $
    494
    
    
    $
    351
           9




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Accounts receivable
    
    $
    1,680Tangible assets acquired, net of cash received
    
    
    32Acquired customer relationships and contracts
    
    
    2,500Goodwill
    
    
    8,404Deferred revenue
    
    
    (1,126
    )Other liabilities assumed
    
    
    (118
    )Consideration paid, net of cash received
    
    $
    11,372
  Three Months Ended March 31,2010
    
    2009Revenues
    
    $
    78,830
    
    
    $
    75,492Net income
    
    $
    9,097
    
    
    $
    4,444Basic earnings per share
    
    $
    0.15
    
    
    $
    0.07Basic weighted average number of common shares outstanding
    
    
    60,785
    
    
    
    60,362Diluted earnings per share
    
    $
    0.14
    
    
    $
    0.07Diluted weighted average number of common and common
equivalent shares outstanding
    
    
    64,542
    
    
    
    62,888
   Balance at December 31, 2009
    
    $
    885,5172010 acquisitions
    
    
    8,404Income tax benefit on rollover options exercised
    
    
    (2,753
    )Effect of foreign currency translation
    
    
    8,853Balance at March 31, 2010
    
    $
    900,021
    Three Months Ended March 31,2010
    
    
    2009United States
    
    $
    52,116
    
    
    $
    40,930Canada
    
    
    11,685
    
    
    
    9,716Americas excluding United States and Canada
    
    
    1,001
    
    
    
    2,278Europe
    
    
    11,397
    
    
    
    9,472Asia Pacific and Japan
    
    
    1,975
    
    
    
    1,326$
    78,174
    
    
    $
    63,722
 10




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Three Months Ended March 31,2010
    
    
    2009Portfolio management/accounting
    
    $
    62,225
    
    
    $
    51,390Trading/treasury operations
    
    
    9,920
    
    
    
    6,118Financial modeling
    
    
    2,346
    
    
    
    2,099Loan management/accounting
    
    
    949
    
    
    
    1,268Property management
    
    
    1,190
    
    
    
    1,269Money market processing
    
    
    906
    
    
    
    833Training
    
    
    638
    
    
    
    745$
    78,174
    
    
    $
    63,722
   3 4
     11




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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 Ended March 31, 2010 and 2009
  Three months ended March 31,
    
    
    Percentage2010
    
    
    2009
    
    
    ChangeRevenues:Software licenses
    
    $
    5,589
    
    
    $
    5,820
    
    
    
    -4
    %Maintenance
    
    
    18,019
    
    
    
    15,540
    
    
    
    16
    %Professional services
    
    
    5,389
    
    
    
    5,196
    
    
    
    4
    %Software-enabled services
    
    
    49,177
    
    
    
    37,166
    
    
    
    32
    %Total revenues
    
    $
    78,174
    
    
    $
    63,722
    
    
    
    23
    %
  Three months ended March 31,2010
    
    
    2009Revenues:Software licenses
    
    
    7
    %
    
    
    9
    %Maintenance
    
    
    23
    %
    
    
    25
    %Professional services
    
    
    7
    %
    
    
    8
    %Software-enabled services
    
    
    63
    %
    
    
    58
    %Total revenues
    
    
    100
    %
    
    
    100
    %
 Revenues
  12




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Software Licenses
 Maintenance
 Professional Services
 Software-Enabled Services
 Cost of Revenues
  Cost of Software Licenses
 13




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Cost of Maintenance
 Cost of Professional Services
 Cost of Software-Enabled Services
 Operating Expenses
  Selling and Marketing
 Research and Development
 General and Administrative
 14




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Interest Expense, Net. 3 4
 Other (Expense) Income, Net
 Provision for Income Taxes.
 Liquidity and Capital Resources
      3 4
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Off-Balance Sheet Arrangements
  Senior Credit Facilities
    11 3/4% Senior Subordinated Notes due 2013
 3 4 pari passu
 3 4
  Covenant Compliance
  16




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
    
    Consolidated EBITDA does not reflect the provision of income tax expense in our various
jurisdictions;
    
    Consolidated EBITDA does not reflect the significant interest expense we incur as a
result of our debt leverage;
    
    Consolidated EBITDA does not reflect any attribution of costs to our operations related
to our investments and capital expenditures through depreciation and amortization charges;
    
    Consolidated EBITDA does not reflect the cost of compensation we provide to our
employees in the form of stock option awards; and
    
    Consolidated EBITDA excludes expenses that we believe are unusual or non-recurring, but
which others may believe are normal expenses for the operation of a business.
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TwelveMonths EndedThree Months Ended March 31,
    
    
    March 31,2010
    
    
    2009
    
    
    2010Net income
    
    $
    9,021
    
    
    $
    3,898
    
    
    $
    24,141Interest expense
    
    
    9,017
    
    
    
    9,350
    
    
    
    36,530Income taxes
    
    
    1,268
    
    
    
    1,782
    
    
    
    9,290Depreciation and amortization
    
    
    10,113
    
    
    
    8,573
    
    
    
    37,568EBITDA
    
    
    29,419
    
    
    
    23,603
    
    
    
    107,529Purchase accounting adjustments (1)
    
    
    23
    
    
    
    (51
    )
    
    
    (19
    )Unusual or non-recurring charges (2)
    
    
    351
    
    
    
    (472
    )
    
    
    2,813Acquired EBITDA and cost savings (3)
    
    
    192
    
    
    
    221
    
    
    
    7,021Stock-based compensation
    
    
    1,350
    
    
    
    1,269
    
    
    
    5,688Capital-based taxes
    
    
    226
    
    
    
    334
    
    
    
    687Other (4)
    
    
    206
    
    
    
    345
    
    
    
    1,062Consolidated EBITDA
    
    $
    31,767
    
    
    $
    25,249
    
    
    $
    124,781
 
 (1)
    
    Purchase accounting adjustments include an adjustment to increase rent expense by the amount
that would have been recognized if lease obligations were not adjusted to fair value at the date of
the Transaction.(2)
    
    Unusual or non-recurring charges include foreign currency gains and losses, expenses related to
the withdrawn public offering, severance expenses associated with workforce reduction, equity
earnings and losses on investments, proceeds from legal and other settlements and other one-time
expenses.(3)
    
    Acquired EBITDA and cost savings reflects the EBITDA impact of significant businesses that were
acquired during the period as if the acquisition occurred at the beginning of the period and cost
savings to be realized from such acquisitions.(4)
    
    Other includes management fees and related expenses 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
    
    
    5.50x
    
    
    
    3.01xMinimum Consolidated EBITDA to consolidated net interest coverage ratio
    
    
    2.25x
    
    
    
    3.65x
 Recent Accounting Pronouncements
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
      
 Item 4T. Controls and Procedures
   19




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PART II  OTHER INFORMATION
 
 Item 1A. Risk Factors
 Our business is subject to numerous risks. We caution you that the following important factors,
among others, could cause our actual results to differ materially from those expressed in
forward-looking statements made by us or on our behalf in filings with the SEC, press releases,
communications with investors and oral statements. Any or all of our forward-looking statements in
this Quarterly Report on Form 10-Q and in any other public statements we make may turn out to be
wrong. They can be affected by inaccurate assumptions we might make or by known or unknown risks
and uncertainties. Many factors mentioned in the discussion below will be important in determining
future results. Consequently, no forward-looking statement can be guaranteed. Actual future results
may differ materially from those anticipated in forward-looking statements. We undertake no
obligation to update any forward-looking statements, whether as a result of new information, future
events or otherwise. You are advised, however, to consult any further disclosure we make in our
reports filed with the SEC.
 Risks relating to our business
 Our business is greatly affected by changes in the state of the general economy and the financial
markets, and a prolonged downturn in the general economy or the financial services industry could
disproportionately affect the demand for our products and services.
   
    
    cancel or reduce planned expenditures for our products and services;
    
    process fewer transactions through our software-enabled services;
    
    seek to lower their costs by renegotiating their contracts with us;
    
    move their IT solutions in-house;
    
    switch to lower-priced solutions provided by our competitors; or
    
    exit the industry.
  Further or accelerated consolidations and failures in the financial services industry could
adversely affect our results of operations due to a resulting decline in demand for our products
and services.
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If we are unable to retain and attract clients, our revenues and net income would remain stagnant
or decline.
  
    
    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 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
  Our software-enabled services may be subject to disruptions that could adversely affect our
reputation and our business.
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##### Table of Contents



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 these products and services.
  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;
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
    
    the amount and timing of our operating costs and other expenses;
    
    the financial health of our clients;
    
    changes in the value 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 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.
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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.
  Our failure to continue to derive substantial revenues from the licensing of, or the provision of
software-enabled services related 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 result in a
loss of market share.
  
    
    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;
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
    
    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,
litigation against us and harm to our reputation and business.
  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 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.
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
    
    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.
  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.
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
    
    incur additional indebtedness;
    
    sell assets, including capital stock of restricted subsidiaries;
    
    agree to payment restrictions affecting SS&Cs restricted subsidiaries;
    
    pay dividends;
    
    consolidate, merge, sell or otherwise dispose of all or substantially all of SS&Cs assets;
    
    make strategic acquisitions;
    
    enter into transactions with SS&Cs affiliates;
    
    incur liens; and
    
    designate any of SS&Cs subsidiaries as unrestricted subsidiaries.
    
    
    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.
  We
are a holding company with no operations or assets of our own and
our ability to pay
dividends is limited or otherwise restricted.
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Risks relating to ownership of our common stock
 An active trading market for our common stock may not develop, and you may not be able to sell your
common stock at or above the price at which you purchased them.
  If equity research analysts do not publish or cease publishing research or reports about our
business or if they issue unfavorable commentary or downgrade our common stock, the price of our
common stock could decline.
  The market price of our common stock may be volatile.
  
    
    fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;
    
    changes in estimates of our financial results or recommendations by securities analysts;
    
    failure of any of our products to achieve or maintain market acceptance;
    
    changes in market valuations of similar companies;
    
    success of competitive products;
    
    changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;
    
    announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;
    
    regulatory developments in the United States, foreign countries or both;
    
    litigation involving our company, our general industry or both;
    
    additions or departures of key personnel;
    
    investors general perception of us; and
    
    changes in general economic, industry and market conditions.
  A significant portion of our total outstanding shares may be sold into the public market in the
near future, which could cause the market price of our common stock to drop significantly, even if
our business is doing well.
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A few significant stockholders control the direction of our business. If the ownership of our
common stock continues to be highly concentrated, it will prevent you and other stockholders from
influencing significant corporate decisions.
   Our management has broad discretion over the use of our existing cash resources and might not use
such funds in ways that increase the value of our common stock.
  Provisions in our certificate of incorporation and bylaws might discourage, delay or prevent a
change of control of our company or changes in our management and, therefore, depress the trading
price of our common stock.
  
    
    limitations on the removal of directors;
    
    a classified board of directors so that not all members of our board are elected at one time;
    
    advance notice requirements for stockholder proposals and nominations;
    
    the inability of stockholders to call special meetings;
    
    the ability of our board of directors to make, alter or repeal our bylaws;
    
    the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used to institute a rights plan, or a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and
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
    
    a prohibition on stockholders from acting by written consent if William C. Stone, investment funds affiliated with Carlyle, and certain transferees of Carlyle cease to collectively hold a majority of our outstanding common stock.
  As a result of our operating as a public company, our management is required to devote significant
time to public company compliance requirements. This may divert managements attention from the
growth and operation of the business.
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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Item 6. Exhibits
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SIGNATURE
  SS&C TECHNOLOGIES HOLDINGS, INC.Date: May 14, 2010
    By:
    /s/ Patrick J. PedontiPatrick J. PedontiSenior Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer) 33




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Exhibit Index
 ExhibitNumber
    
    Description10.1
    
    Amendment No. 2, dated March 2, 2010, to the Stockholders
Agreement dated as of November 23, 2005, as amended by
Amendment No. 1 to the Stockholders Agreement dated April
22, 2008, by and among the Registrant, Carlyle Partners IV,
L.P., CP IV Coinvestment, L.P. and William C. Stone is
incorporated herein by reference to Exhibit 10.1 to SS&C
Technologies, Inc.s Current Report on Form 8-K, filed on
March 2, 2010 (File No. 000-28430) (the March 2, 2010 Form
8-K)10.2
    
    Forms of 2006 Equity Incentive Plan Amended and Restated
Stock Option Grant Notice and Amended and Restated Stock
Option Agreement is incorporated herein by reference to
Exhibit 10.2 to the March 2, 2010 Form 8-K10.3
    
    Form of Indemnification Agreement is incorporated herein by
reference to Exhibit 10.35 to the Registrants Registration
Statement on Form S-1, as amended (File No. 333-164043)
(the S-1)10.4
    
    Employment Agreement, dated as of March 11, 2010, by and
among William C. Stone, the Registrant and SS&C
Technologies, Inc. is incorporated herein by reference to
Exhibit 10.27 to the S-110.5
    
    Assumption Agreement, dated as of April 12, 2010, by
Tradeware Global Corp. in favor of JPMorgan Chase Bank is
incorporated herein by reference to Exhibit 10.1 to SS&C
Technologies, Inc.s Current Report on Form 8-K, filed on
April 15, 2010 (File No. 000-28430) (the April 15, 2010
Form 8-K)10.6
    
    Fourth Supplemental Indenture, dated as of April 12, 2010,
among SS&C Technologies, Inc., Tradeware Global Corp. and
Wells Fargo Bank, National Association is incorporated
herein by reference to Exhibit 10.2 to the April 15, 2010
8-K10.7
    
    Note Guarantee by Tradeware Global Corp. is incorporated
herein by reference to Exhibit 10.3 to the April 15, 2010
8-K10.8
    
    Joinder Agreement, dated as of April 12, 2010, executed and
delivered by Tradeware Global Corp. is incorporated herein
by reference to Exhibit 10.4 to the April 15, 2010 8-K31.1
    
    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
 34