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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  FOR ANNUAL AND TRANSITION
    REPORTS PURSUANT TO
 SECTIONS 13 OR 15(d) OF
    THE SECURITIES EXCHANGE ACT OF 1934
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2008oro

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

06-1169696(State or Other Jurisdiction
    of
    Incorporation or Organization)

(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)
  Securities registered pursuant to Section 12(b) of the
    Act:
 None
  Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  þ o
  o þ
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated filer o

Accelerated filer o

Non-accelerated filer þ

Smaller reporting company o(Do not check if a smaller reporting company)   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:
  None.




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##### 





SS&C
    TECHNOLOGIES, INC.
  YEAR 2008
    FORM 10-K
    ANNUAL REPORT
  TABLE OF
    CONTENTS
   
 PagePART IItem 1.

Business


4Item 1A.

Risk Factors


21Item 1B.

Unresolved Staff Comments


29Item 2.

Properties


30Item 3.

Legal Proceedings


30Item 4.

Submission of Matters to a Vote of Security
    Holders


30PART IIItem 5.

Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


31Item 6.

Selected Financial Data


31Item 7.

Managements Discussion and Analysis of
    Financial Condition and Results of Operations


32Item 7A.

Quantitative and Qualitative Disclosures about
    Market Risk


47Item 8.

Financial Statements and Supplementary Data


48Item 9.

Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


48Item 9A(T).

Controls and Procedures


48Item 9B.

Other Information


49PART IIIItem 10.

Directors, Executive Officers and Corporate
    Governance


50Item 11.

Executive Compensation


51Item 12.

Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


67Item 13.

Certain Relationships and Related Transactions,
    and Director Independence


69Item 14.

Principal Accountant Fees and Services


70PART IVItem 15.

Exhibits and Financial Statement Schedules


72Signatures


73Consolidated Financial Statements


F-2Exhibit IndexEX-12 Statement of Computation of Ratio of Earnings to Fixed ChargesEX-21 Subsidiaries of the RegistrantEX-31.1 Certification of the Registrant's Chief Executive Officer pursuant to Section 302EX-31.2 Certification of the Registrant's Chief Financial Officer pursuant to Section 302EX-32 Certification of the Registrant's Chief Executive Officer and Chief Financial Officer pursuant to Section 906   2




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FORWARD-LOOKING
    INFORMATION
    and/or and/or and/or and/or and/or
   3




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##### Table of Contents



PART I  Item 1.
    Business    Company
    Overview
      Treasury,Alternative





Banks &


Institutional


Insurance &





Municipal


Real EstateSelected

Investment


Financial


Credit


Asset


Pension


Commercial


Finance


PropertyFunctionality

Managers


Markets


Unions


Managers


Funds


Lenders


Groups


ManagersPortfolio Management/Accounting


ü



ü



ü







üTrading/Treasury Operations


ü



ü



ü



ü



üFinancial Modeling










ü







ü







üSS&C Fund Services


üLoan Management/Accounting










ü







ü



üMoney Market Processing










üProperty Management






























ü  4




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Our
    Industry
      Opportunities
    Asset Classes and Securities Products Growing in Volume
    and Complexity.
  Increasing Regulatory Requirements.
 5




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Increasing Willingness to Implement Solutions from
    Independent Software Vendors and Outsource IT
    Operations. best-in-class end-to-end
  Intense Global Competition Among Financial Services
    Providers.
  Our
    Competitive Strengths
    Enhanced Capability Through Software
    Ownership.
  Broad Portfolio of Products and Services Focused on
    Financial Services Organizations.
 6




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Independent Fund Administration
    Services.
  Attractive Operating Model.
  Growing Contractually Recurring Revenues.
  Scalable Software and Software-enabled
    Services.
  Significant Operating Cash Flow.
  Highly Effective Sales and Marketing Model. eBriefings day-to-day eBriefings
  Deep Domain Knowledge and Extensive Industry
    Experience.
  Trusted Provider to Our Highly Diversified Client
    Base.
  Superior Client Support and Focus.
 7




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Our
    Strategy
    Continue to Develop Software-Enabled Services and New
    Proprietary Software.
  Expand Our Client Base.
  Increase Revenues from Existing
    Clients.
  Continue to Capitalize on Acquisitions of Complementary
    Businesses and Technologies.
  Strengthen Our International
    Presence.
 8




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##### Table of Contents



Our
    Acquisitions
    
    provide complementary products or services in the financial
    services industry;
    address a highly specialized problem or a market niche in the
    financial services industry;
    expand our global reach into strategic geographic markets;
    have solutions that lend themselves to being delivered as
    software-enabled services; and
    possess proven technology and an established client base that
    will provide a source of ongoing revenues and to whom we may be
    able to sell existing products and services.      Acquired Products andDate

Acquired Business

Contract Purchase Price*

Services Currently OfferedMarch 1995

Chalke

$10,000,000

PTSNovember 1997

Mabel Systems

$850,000 and 109,224 shares

MabelDecember 1997

Shepro Braun Systems

1,500,000 shares

Total Return, AntaresMarch 1998

Quantra

$2,269,800 and 819,028 shares

SKYLINEApril 1998

The Savid Group

$821,500

Debt & DerivativesMarch 1999

HedgeWare

1,028,524 shares

AdvisorWareMarch 1999

Brookside

41,400 shares

Consulting servicesNovember 2001

Digital Visions

$1,350,000

PortPro, The BANC Mall, PALMSJanuary 2002

Real-Time, USA

$4,000,000

Real-Time, LightningNovember 2002

DBC

$4,500,000

Municipal finance productsDecember 2003

Amicorp Fund Services

$1,800,000

Fund servicesJanuary 2004

Investment Advisory Network

$3,000,000

Compass, Portfolio ManagerFebruary 2004

NeoVision Hypersystems

$1,600,000

HeatmapsApril 2004

OMR Systems

$19,671,000

TradeThru, XacctFebruary 2005

Achievement Technologies

$470,000

SamTrakFebruary 2005

EisnerFast

$25,300,000

Fund servicesApril 2005

Financial Models Company

$159,000,000

Financial Models suite of products 9




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Acquired Products andDate

Acquired Business

Contract Purchase Price*

Services Currently OfferedJune 2005

Financial Interactive

358,424 shares and warrants to purchase 50,000 shares

FundRunnerAugust 2005

MarginMan

$5,600,000

MarginManOctober 2005

Open Information Systems

$24,000,000

Money Market Manager, Information ManagerMarch 2006

Cogent Management

$12,250,000

Fund servicesAugust 2006

Zoologic

$3,000,000

Education and training coursewareMarch 2007

Northport

$5,000,000

Fund servicesOctober 2008

Micro Design Services, LLC

$17,755,000

MarketLook, BlockTalk, MarketTraderMarch 2009

Evare, LLC

$3,514,500

Financial data services     *
    
    Share references are to shares of SS&C common stock after
    giving effect to SS&Cs
    three-for-two
    common stock split in the form of a stock dividend effective as
    of March 2004.      Products
    and Services
   10




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Products

Typical Users

Vertical Markets ServedPortfolio Management/AccountingAdvisorWare
    Altair
    CAMRA
    CAMRA D Class
    Debt & Derivatives
    Fund RunnerInvestorsite
    Fund RunnerMarathon
    Global Wealth Platform
    Lightning
    Pacer
    Pages
    PALMS
    PortPro
    Recon
    Suite for Australia
    Sylvan
    Total Return

Portfolio managers
    Asset managers
    Fund administrators
    Investment advisors
    Accountants
    Auditors
    Alternative investment managers Brokers/dealers

Alternative investment managers
    Financial markets
    Institutional asset managers
    Insurance & pension funds
    Treasury, banks & credit unionsTrading/Treasury OperationsAntares
    BlockTalk
    BlockTalkPlusMarginMan
    MarketLook Information System
    MarketTrader
    TradeDesk
    TradeThru

Securities traders
    Financial institutions
    Risk managers
    Foreign exchange traders
    Asset managers
    Brokers/dealers
    Financial exchanges

Alternative investment managers
    Financial markets
    Institutional asset managers
    Insurance & pension funds
    Treasury, banks & credit unionsFinancial ModelingDBC (family of products)
    PTS

CEO/CFOs
    Risk managers
    Actuarial professionals
    Bank asset/liability managers
    Investment bankers
    State/local treasury staff
    Financial advisors

Insurance & pension funds
    Municipal finance groups
    Treasury, banks & credit unionsLoan Management/AccountingLMS Loan Suite
    LMS Originator
    LMS Servicer
    The BANC Mall

Mortgage originators
    Commercial lenders
    Mortgage loan servicers
    Mortgage loan portfolio managers
    Real estate investment managers
    Bank/credit union loan officers

Commercial lenders
    Insurance & pension funds
    Treasury, banks & credit unionsProperty ManagementSKYLINE (family of products) SamTrak

Real estate investment managers
    Real estate leasing agents
    Real estate property managers
    Facility managers

Real estate property managers 11




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Products

Typical Users

Vertical Markets ServedMoney Market ProcessingInformation Manager
    Money Market Manager

Financial institutions
    Custodians
    Security lenders
    Cash managers

Treasury, banks & credit unionsTrainingZoologic Learning Solutions

Financial institutions
    Asset managers
    Hedge fund managers
    Investment bankers

All verticals   Services

Typical Users

Vertical Markets ServedSoftware-enabled servicesAdvanced Component Architecture (ACA)
    Custom Mobility
    SS&C Direct
    SS&C Fund Services
    SSCNet
    SVC

Portfolio managers
    Asset managers
    Financial exchanges
    Fund administrators
    Investment advisors
    Alternative investment managers
    Securities traders Brokers/dealers

Alternative investment managers
    Financial markets
    Institutional asset managers
    Insurance and pension funds
    Treasury, banks & credit unions   Portfolio
    Management/Accounting
    AdvisorWare. and/or
  Altair.
  CAMRA.
  day-to-day
   12




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CAMRA D Class.
  Debt & Derivatives.
  FundRunner InvestorSite. Runner Runner
  FundRunner Marathon. Runner
  Global Wealth Platform. best-of-breed
  Lightning.
  Pacer.
  Pages. face-to-face
  PALMS.
  PortPro.
  Recon.
  Suite for Australia.
  Sylvan.
 13




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Total Return.
  Trading/Treasury
    Operations
    Antares.
  BlockTalk.
  BlockTalkPlus. Plus
  MarketLook Information System (MLIS).
  MarketTrader.
  MarginMan. over-the-counter
  TradeDesk.
  TradeThru. end-of-day
  Financial
    Modeling
    DBC Product Suite.
  
    general bond structures;
    revenue bonds; 14




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
    housing bonds;
    student loans; and
    Federal Housing Administration  insured revenue bonds
    and securitizations.    PTS.
  Loan
    Management/Accounting
    LMS Loan Suite.
  LMS Originator.
  LMS Servicer.
  The BANC Mall. fee-for-service
  Property
    Management
  SKYLINE.
  
    commercial
    retirement communities
    residential
    universities
    retail
    hospitals 15




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##### Table of Contents



SamTrak.
  Money
    Market Processing
  Information Manager.
  Money Market Manager.
  Training
  Zoologic Learning Solutions. mix-and-match
  Software-Enabled
    Services
  Advanced Component Architecture (ACA).
  Custom Mobility.
  SS&C Direct.
  
    hosting of a companys application software;
    automated workflow integration;
    automated quality control mechanisms; and
    extensive interface and connectivity services to custodian
    banks, data service providers, depositories and other external
    entities.    SS&C Fund Services.
  
    hedge fund managers
    investment managers
    funds of funds managers
    commodity pool operators 16




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
    commodity trading advisors
    proprietary traders
    family offices
    private equity groups
    private wealth groups
    separate managed accounts  SSCNet.
  SVC.
  Software
    and Service Delivery Options
    Software-Enabled Services.
  Software License and Related Maintenance
    Agreements.
  Blended Solutions.
  Professional
    Services
   17




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Product
    Support
  eBriefings e.Training
    Clients
    Sales and
    Marketing
      
    content-rich, periodic software and services ebriefingstargeted at clients and prospects in each of our vertical
    and geographic markets,
    regular product-focused webinars,
    seminars and symposiums,
    trade shows and conferences, and
    e-marketing
    campaigns.  up-to-date
 18




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Product
    Development and Engineering
      Competition
    Alternative Investments:
  Asset Management:
 19




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Insurance and Pension Funds:
    Real Estate Property Management:
  Treasury, Banks & Credit Unions:
  Commercial Lending:
  Financial Markets:
  Proprietary
    Rights
  and/or
 20




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Employees
    
    190 employees in research and development;
    662 employees in consulting and services;
    70 employees in sales and marketing;
    96 employees in client support; and
    110 employees in finance and administration.    Additional
    Information
  (860) 298-4500.
  Item 1A.
    Risk
    Factors  Form 10-K
  Risks
    Relating to Our Indebtedness
  Our
    substantial indebtedness could adversely affect our financial
    health and prevent us from fulfilling our obligations under our
    113/4% senior
    subordinated notes due 2013 and our senior credit
    facilities.
  3 4
    
    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; 21




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
    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.
    
    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 22




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
    designate any of our 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.
    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 slowdown or
    prolonged downturn in the general economy or the financial
    services industry could disproportionately affect the demand for
    our products and services.
   23




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
    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 in the financial services industry
    could result in a decline in demand for our 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;
    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; 24




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
    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.
    
    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.
   25




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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.  day-to-day
  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.
     26




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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.
  and/or
        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.
   27




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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;
    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.
   28




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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.    We are
    controlled by The Carlyle Group, whose interests may not be
    aligned with yours.
    Item 1B.
    Unresolved
    Staff Comments   29




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Item 2.
    Properties    Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   30




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PART II  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities    Item 6.
    Selected
    Financial Data    Successor


Combined(1)


Successor


PredecessorYear


Year


Year


Year


November 23


January 1


YearEnded


Ended


Ended


Ended


through


through


EndedDecember 31,


December 31,


December 31,


December 31,


December 31,


November 22,


December2008(6)


2007(5)


2006(4)


2005(3)


2005


2005


2004(2)(In thousands)Statement of
    Operations Data:Revenues

$
280,006


$
248,168


$
205,469


$
161,634


$
17,665


$
143,969


$
95,888Operating income


65,083



48,730



43,869



9,239



5,463



3,776



29,413Net income


18,801



6,575



1,075



1,543



831



712



19,010Cash dividends declared per share













$
0.08






$
0.08


$
0.22   2008(6)


2007(5)


2006(4)


2005(3)


2004(2)Balance Sheet Data (at period end):Total assets

$
1,127,353


$
1,190,495


$
1,152,521


$
1,176,371


$
185,663Total long-term debt, including current portion


408,726



443,009



471,929



488,581



Stockholders equity


587,253



612,593



563,132



577,133



156,094     (1)
    
    Our combined results for the year ended December 31, 2005
    represent the addition of the Predecessor period from
    January 1, 2005 through November 22, 2005 and the
    Successor period from November 23, 2005 through
    December 31, 2005. This combination does not comply with
    generally accepted accounting principles (GAAP) or with the
    rules for pro forma presentation, but is presented because we
    believe it provides the most meaningful comparison of our
    results.(2)
    
    On January 16, 2004, we acquired the assets and business of
    Investment Advisory Network, LLC. On February 17, 2004 we
    acquired the assets and business of NeoVision Hypersystems, Inc.
    On April 12, 2004, we acquired all the outstanding shares
    of OMR Systems Corporation and OMR Systems International, Ltd.(3)
    
    On February 11, 2005, we acquired the assets and business
    of Achievement Technologies, Inc. On February 28, 2005, we
    acquired all the membership interests in EisnerFast LLC. On
    April 19, 2005, we acquired substantially all the
    outstanding stock of Financial Models Company Inc. On
    June 3, 2005, we acquired all the outstanding stock of
    Financial Interactive, Inc. On August 24, 2005, we acquired
    the assets and business of MarginMan. On October 31, 2005,
    we acquired all the outstanding stock of Open Information
    Systems, Inc.(4)
    
    On March 3, 2006, we acquired all of the outstanding stock
    of Cogent Management Inc. On August 31, 2006, we acquired
    the assets and business of Zoologic, Inc. See Notes 2 and
    10 of notes to our consolidated financial statements. 31




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(5)
    
    On March 12, 2007, we acquired all of the outstanding stock
    of Northport LLC. See Notes 2 and 10 of notes to our
    consolidated financial statements.(6)
    
    On October 1, 2008, we acquired the assets and business of
    Micro Design Services, LLC.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
              Strategic
    Acquisitions
   32




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Acquired Business

Acquisition Date

DescriptionEvare

March 20, 2009

Financial data servicesMicro Design Services

October 1, 2008

Securities trading systems and servicesNorthport

March 12, 2007

Alternative investment fund management servicesZoologic

August 31, 2006

Web-based training softwareCogent Management

March 3, 2006

Alternative investment fund management services   Critical
    Accounting Estimates and Assumptions
    Revenue
    Recognition
        No. 97-2, (SOP 97-2)
 33




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##### Table of Contents



out-of-pocket
    percentage-of-completion man-hours
  Allowance
    for Doubtful Accounts
    Long-lived
    Assets, Intangible Assets and Goodwill
      
    significant underperformance relative to historical or projected
    future operating results;
    significant changes in the manner of our use of the acquired
    assets or the strategy for our overall business; and
    significant negative industry or economic trends. 34




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##### Table of Contents



Acquisition
    Accounting
    Stock-based
    Compensation
      
    the value of our business as determined at arms length in
    connection with the Transaction;
    significant business milestones that may have affected the value
    of our business subsequent to the Transaction;
    the continued risks associated with our business; 35




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
    the economic outlook in general and the condition and outlook of
    our industry;
    our financial condition and expected operating results;
    our level of outstanding indebtedness;
    the market price of stocks of publicly traded corporations
    engaged in the same or similar lines of business; and
    as of July 31, 2006 and March 31, 2007, analyses using
    a weighted average of three generally accepted valuation
    procedures: the income approach, the market approach - publicly
    traded guideline company method and the market
    approach  transaction method.    Fair Value of


Weighted-Average Grant Date Fair Value of Options by Vesting
    Type (1):Exercise


Underlying








Change inGrant Date

Shares


Price


Stock


Time


Performance


ControlAugust 2006


1,165,831


$
74.50


$
74.50


$
31.08


$
32.98


$
21.23November 2006


10,500



74.50



74.50



30.75



32.61



21.23March 2007


23,000



74.50



74.50



30.69



32.54



7.41May 2007


17,500



98.91



98.91



40.85



43.32



9.09June 2007


3,000



98.91



98.91



41.37



43.89



8.64     (1)
    
    The weighted-average fair value of options by vesting type
    represents the value as determined under SFAS 123R at the
    grant date. These fair values do not reflect the re-valuation of
    certain options related to modifications effected in March 2008
    and April 2007, as more fully described in Note 9 to the
    consolidated financial statements for the year ended
    December 31, 2008.  Income
    Taxes
       36




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##### Table of Contents



Results
    of Operations for the Years Ended December 31, 2008, 2007
    and 2006
    Year Ended


Year Ended


Year Ended


Percent ChangeDecember 31,


December 31,


December 31,


from Prior Year2008


2007


2006


2008


2007Revenues:Software licenses

$
24,844


$
27,514


$
22,925



(9.7
)%


20.0
%Maintenance


65,178



61,910



55,222



5.3



12.1Professional services


24,352



17,491



19,582



39.2



(10.7
)Software-enabled services


165,632



141,253



107,740



17.3



31.1Total revenues

$
280,006


$
248,168


$
205,469



12.8



20.8     Year EndedDecember 31,2008


2007


2006Revenues:Software licenses


8.9
%


11.1
%


11.2
%Maintenance


23.3



25.0



26.9Professional services


8.7



7.0



9.5Software-enabled services


59.1



56.9



52.4   Comparison
    of Years Ended December 31, 2008, 2007 and 2006
  Revenues
   37




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##### Table of Contents



Software
    Licenses
  period-to-period
  Maintenance
    Professional
    Services
   38




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##### Table of Contents



Software-Enabled
    Services
      Cost of
    Revenues
    Cost
    of Software License Revenues
   39




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##### Table of Contents



Cost
    of Maintenance Revenues
    Cost
    of Professional Services Revenues
    Cost
    of Software-Enabled Services Revenues
    Operating
    Expenses
   40




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Selling
    and Marketing
    Research
    and Development
    General
    and Administrative
    Interest
    Income, Interest Expense and Other Income, Net
   41




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##### Table of Contents



Provision
    for Income Taxes
    Liquidity
    and Capital Resources
            Contractual
    Obligations
    Less Than








More Than


AllContractual Obligations

Total


1 Year


1-3 Years


3-5 Years


5 Years


OtherShort-term and long-term debt

$
408,726


$
2,101


$
4,202


$
402,423


$



$
Interest payments(1)


152,521



34,770



65,990



51,761







Operating lease obligations(2)


36,138



7,540



13,154



9,266



6,178



Purchase obligations(3)


3,157



2,209



658



290







FIN 48 liability and interest(4)


6,341



















6,341Total contractual obligations

$
606,883


$
46,620


$
84,004


$
463,740


$
6,178


$
6,341  42




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##### Table of Contents



(1)
    
    Reflects interest payments on our term loan facility and
    associated interest rate swap agreement at an assumed interest
    rate of three-month LIBOR of 1.46% plus 2.0% for U.S. dollar
    loans and CDOR of 1.57% plus 2.85% for Canadian dollar loans,
    and required interest payment payments on our senior
    subordinated notes of 11.75%.(2)
    
    We are obligated under noncancelable operating leases for office
    space and office equipment. The lease for the corporate facility
    in Windsor, Connecticut expires in 2016. We sublease office
    space under noncancelable leases. We received rental income
    under these leases of $1.4 million, $1.5 million and
    $1.4 million for the years ended December 31, 2008,
    2007 and 2006, respectively. The effect of the rental income to
    be received in the future has not been included in the table
    above.(3)
    
    Purchase obligations include the minimum amounts committed under
    contracts for goods and services.(4)
    
    As of December 31, 2008, our FIN 48 liability and
    related net interest payable were $5.8 million and
    $0.5 million, respectively. We are unable to reasonably
    estimate the timing of FIN 48 liability and interest payments in
    individual years beyond 12 months due to uncertainties in
    the timing of the effective settlement of tax positions.  Off-Balance
    Sheet Arrangements
    The
    Going-Private Transaction
  113 4
    Senior
    Credit Facilities
   43




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113/4% Senior
    Subordinated Notes due 2013
  113 4 pari passu
      Covenant
    Compliance
   44




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##### Table of Contents



day-to-day
        
    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. 45




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##### Table of Contents



Year Ended December 31,2008


2007


2006(In thousands)Net income

$
18,801


$
6,575


$
1,075Interest expense, net


41,130



44,524



47,039Income tax provision (benefit)


7,146



(458
)


(3,789
)Depreciation and amortization


35,038



35,047



27,128EBITDA


102,115



85,688



71,453Purchase accounting adjustments(1)


(289
)


(296
)


3,017Capital-based taxes


1,212



1,721



1,841Unusual or non-recurring charges(2)


1,480



(1,718
)


1,485Acquired EBITDA and cost savings(3)


2,379



135



1,147Stock-based compensation


7,323



10,979



3,871Other(4)


1,346



2,158



1,184Consolidated EBITDA, as defined

$
115,566


$
98,667


$
83,998     (1)
    
    Purchase accounting adjustments include (a) an adjustment
    to increase revenues by the amount that would have been
    recognized if deferred revenue were not adjusted to fair value
    at the date of the Transaction and (b) 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
    earning and losses on investments, proceeds from legal and other
    settlements, costs associated with the closing of a regional
    office 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
    Carlyle and the non-cash portion of straight-line rent expense.    Covenant


ActualRequirements


RatiosMaximum consolidated total leverage to Consolidated EBITDA Ratio


6.00
x


3.28
xMinimum Consolidated EBITDA to consolidated net interest
    coverage ratio


1.70
x


2.98
x   Recent
    Accounting Pronouncements
  FAS 142-3 FAS 142-3), FAS 142-3 FAS 142-3
 46




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Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk         47




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##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data    Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A(T).
    Controls
    and Procedures  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
  Management
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that in reasonable detail
    accurately and fairly reflect the transactions and dispositions
    of the assets of the company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the company are being made
    only in accordance with authorizations of our management and
    directors; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    companys assets that could have a material effect on the
    financial statements. 48




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information   49




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##### Table of Contents



PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance    Name

Age

PositionWilliam C. Stone


53


Chairman of the Board and Chief Executive OfficerNormand A. Boulanger


47


President, Chief Operating Officer and DirectorPatrick J. Pedonti


57


Senior Vice President and Chief Financial OfficerStephen V.R. Whitman


62


Senior Vice President, General Counsel and SecretaryCampbell (Cam) R. Dyer


35


DirectorWilliam A. Etherington


67


DirectorAllan M. Holt


57


DirectorClaudius (Bud) E. Watts IV


47


Director     William C. Stone
  Normand A. Boulanger
  Patrick J. Pedonti
  Stephen V. R. Whitman
  Campbell (Cam) R. Dyer
  William A. Etherington 38-year
 50




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##### Table of Contents



Allan M. Holt
  Claudius (Bud) E. Watts IV
  Committees
    of our Board of Directors
      Code of
    Business Conduct and Ethics
  Form 8-K.
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
     51




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##### Table of Contents



Objectives
    of Our Executive Compensation Program
    
    attract, retain and motivate the best possible executive talent;
    reward successful performance by the executive officers and the
    company; and
    align the interests of executive officers with those of
    SS&C Holdings stockholders by providing long-term
    equity compensation.    Components
    of our Executive Compensation Program
    
    base salary;
    discretionary annual cash bonuses;
    stock option awards;
    perquisites; and
    severance and
    change-of-control
    benefits.   52




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##### Table of Contents



Base
    Salary
      Discretionary
    Annual Cash Bonus
       53




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##### Table of Contents



Stock
    Option Awards
      
    40% of the options are time-based options that vest
    as to 25% of the number of shares underlying the option on
    November 23, 2006 and as to
    1/36
    of the number of shares underlying the option each month
    thereafter until fully vested on November 23, 2009. The
    time-based options become fully vested and exercisable
    immediately prior to the effective date of a liquidity event, as
    defined in the stock option agreement;
    40% of the options are performance-based options
    that vest based on the determination by the SS&C Holdings
    board of directors or compensation committee as to whether our
    earnings before interest, taxes, depreciation and amortization,
    as adjusted (EBITDA), for each fiscal year 2006 through 2010
    falls within the targeted EBITDA range for such year. If our
    EBITDA for a particular year is at the low end of the targeted
    EBITDA range, 50% of the performance-based option for that year
    vests, and if our EBITDA is at or above the high end of the
    targeted EBITDA range, 100% of the performance-based option for
    that year vests. If our EBITDA is below the targeted EBITDA
    range, the performance-based option does not vest, and if our
    EBITDA is within the targeted EBITDA range, between 50% and 100%
    of the performance-based option vests, based on linear
    interpolation. A certain percentage of performance-based options
    will vest immediately prior to the effective date of a liquidity
    event if proceeds from the liquidity event equal or exceed
    specified returns on investments in SS&C Holdings made by
    Mr. Stone and investment funds associated with The Carlyle
    Group, which we refer to collectively as our principal
    stockholders; and
    20% of the options are superior options that vest
    (in whole or in part) only upon a liquidity event if proceeds
    from the liquidity event equal or exceed specified returns on
    investments in SS&C Holdings made by our principal
    stockholders.   54




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##### Table of Contents



Perquisites
      Severance
    and
    Change-of-Control
    Benefits
     55




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##### Table of Contents



Accounting
    and Tax Implications
    Compensation
    Committee Report
  Form 10-K.
  
  
 56




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##### Table of Contents



Compensation
    Committee Interlocks and Insider Participation
    Summary
    Compensation Table
    All OtherName and



Salary

Bonus

Option Awards

Compensation

TotalPrincipal Position

Year

($)

($)

($)(1)

($)

($)William C. Stone


2008


$
737,500


$
1,500,000


$
1,296,624


$
3,552
(2)

$
3,537,676Chief Executive Officer


2007



591,667



1,175,000



1,713,901



3,552



3,484,1202006



500,000



895,000



597,582



3,552



1,996,134Normand A. Boulanger


2008



445,833



750,000



972,468



3,360
(3)


2,171,661Chief Operating Officer


2007



395,833



600,000



1,285,437



3,360



2,284,6302006



350,000



440,000



448,188



3,240



1,241,428Patrick J. Pedonti


2008



257,083



300,000



486,250



4,011
(4)


1,047,344Chief Financial Officer


2007



222,917



225,000



642,734



3,887



1,094,5382006



200,000



165,000



224,094



3,774



592,868Stephen V.R. Whitman


2008



223,333



200,000



259,319



4,360
(5)


687,012General Counsel


2007



203,750



150,000



342,811



4,213



700,7742006



190,000



100,000



119,515



3,722



413,237     (1)
    
    The amounts in this column reflect the dollar amount earned for
    financial reporting purposes for the applicable year, in
    accordance with SFAS 123R, for options to purchase shares
    of SS&C Holdings common stock granted under SS&C
    Holdings 2006 equity incentive plan. The amounts disregard
    the estimate of forfeitures related to service-based vesting and
    are based on assumptions included in Note 9 of the notes to
    our consolidated financial statements for the fiscal year ended
    December 31, 2008 included in this Annual Report on
    Form 10-K.(2)
    
    Consists of our contribution of $3,000 to Mr. Stones
    account under the SS&C 401(k) savings plan and our payment
    of $552 of group term life premiums for the benefit of
    Mr. Stone.(3)
    
    Consists of our contribution of $3,000 to
    Mr. Boulangers account under the SS&C 401(k)
    savings plan and our payment of $360 of group term life premiums
    for the benefit of Mr. Boulanger.(4)
    
    Consists of our contribution of $3,000 to
    Mr. Pedontis account under the SS&C 401(k)
    savings plan and our payment of $1,011 of group term life
    premiums for the benefit of Mr. Pedonti.(5)
    
    Consists of our contribution of $3,000 to
    Mr. Whitmans account under the SS&C 401(k)
    savings plan and our payment of $1,360 of group term life
    premiums for the benefit of Mr. Whitman.  Employment
    and Related Agreements
    
    The employment of Mr. Stone as the chief executive officer
    of SS&C Holdings and SS&C;
    An initial term through November 23, 2008, with automatic
    one-year renewals until terminated either by Mr. Stone or
    SS&C Holdings; 57




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##### Table of Contents




    An annual base salary of at least $500,000;
    An opportunity to receive an annual bonus in an amount to be
    established by the board of directors of SS&C Holdings
    based on achieving individual and company performance goals
    mutually determined by such board of directors and
    Mr. Stone. If Mr. Stone is employed at the end of any
    calendar year, his annual bonus will not be less than $450,000
    for that year;
    A grant of options to purchase shares of common stock of
    SS&C Holdings representing 2% of the outstanding common
    stock of SS&C Holdings on November 23, 2005;
    Certain severance payments and benefits. If SS&C Holdings
    terminates Mr. Stones employment without cause, if
    Mr. Stone resigns for good reason (including, under certain
    circumstances, following a Change of Control (as defined in the
    employment agreement)) prior to the end of the term of the
    employment agreement, or if Mr. Stone receives a notice of
    non-renewal of the employment term by SS&C Holdings,
    Mr. Stone will be entitled to receive (1) an amount
    equal to 200% of his base salary and 200% of his target annual
    bonus, (2) vesting acceleration with respect to 50% of his
    then unvested options and shares of restricted stock, and
    (3) three years of coverage under SS&Cs medical,
    dental and vision benefit plans. In the event of
    Mr. Stones death or a termination of
    Mr. Stones employment due to any disability that
    renders Mr. Stone unable to perform his duties under the
    agreement for six consecutive months, Mr. Stone or his
    representative or heirs, as applicable, will be entitled to
    receive (1) vesting acceleration with respect to 50% of his
    then unvested options and shares of restricted stock, and
    (2) a pro-rated amount of his target annual bonus. In the
    event payments to Mr. Stone under his employment agreement
    (or the management agreement entered into in connection with the
    Transaction) cause Mr. Stone to incur a 20% excise tax
    under Section 4999 of the Internal Revenue Code, Mr. Stone
    will be entitled to an additional payment sufficient to cover
    such excise tax and any taxes associated with such
    payments; and
    Certain restrictive covenants, including a non-competition
    covenant pursuant to which Mr. Stone will be prohibited
    from competing with SS&C and its affiliates during his
    employment and for a period equal to the later of (1) four
    years following the effective time of the merger, in the case of
    a termination by SS&C Holdings for cause or a resignation
    by Mr. Stone without good reason, and (2) two years
    following Mr. Stones termination of employment for
    any reason.        Rule 13d-3
  
    the then-outstanding shares of our common stock or the common
    stock of SS&C Holdings, or
    the combined voting power of our then-outstanding voting
    securities or the then-outstanding voting securities of
    SS&C Holdings entitled to vote generally in the election of
    directors (in each case, other than any acquisition by SS&C
    Holdings, Carlyle Partners IV, L.P. (an investment fund
    affiliated with Carlyle), Mr. Stone, any employee or group
    of employees of SS&C Holdings, or affiliates of any of the 58




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##### Table of Contents



foregoing, or by any employee benefit plan (or related trust)
    sponsored or maintained by SS&C Holdings or any of its
    affiliates); or    
    individuals whose election, or nomination for election by
    SS&C Holdings stockholders, was approved by at least
    a majority of the directors comprising the board of directors of
    SS&C Holdings on the effective date of
    Mr. Stones employment agreement and any individuals
    subsequently elected to SS&C Holdings board of
    directors pursuant to the stockholders agreement or
    individuals nominated or designated for election by Carlyle
    Partners IV, L.P.    2008
    Grants of Plan-Based Awards
    1998
    Stock Incentive Plan
    1999
    Non-Officer Employee Stock Incentive Plan
   59




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##### Table of Contents



2006
    Equity Incentive Plan
        
    to prescribe, amend and rescind rules and regulations relating
    to the 2006 equity incentive plan,
    to determine the type or types of awards to be granted under the
    2006 equity incentive plan,
    to select the persons to whom awards may be granted under the
    2006 equity incentive plan,
    to grant awards and to determine the terms and conditions of
    such awards,
    to construe and interpret the 2006 equity incentive plan and
    to amend, suspend or terminate the 2006 equity incentive plan.    
    each option will vest, depending on the classification of the
    option as a time option, performance option or superior option,
    as follows:  
    Time options will vest as to 25% of the number of shares
    underlying the option on a date certain (November 23, 2006
    for the first tranche of options awarded under the plan in
    August 2006, but generally the first anniversary of either the
    date of grant or the start date for a new employee) and will
    continue to vest as to 1/36 of the number of shares underlying
    the option on the day of the month of the date of grant each
    month thereafter until such options are fully vested. Time
    options will become fully vested and exercisable immediately
    prior to the effective date of a liquidity event as defined in
    the stock option agreement.
    A certain percentage of the performance options will vest based
    on the administrators determination as to whether our
    EBIDTA for each fiscal year 2006 through 2010 (2007 through 2011
    for options awarded in 2007) falls within the targeted
    EBITDA range for such year. If our EBITDA is at or above the
    high end of the targeted EBITDA range, 100% of the
    performance-based option for that year vests. If our EBITDA is
    below the targeted EBITDA range, the performance-based option
    does not vest, and if our EBITDA is within the targeted EBITDA
    range, between 50% and 100% of the performance-based option
    vests, based on linear interpolation. A certain percentage of
    performance options will also vest immediately prior to the
    effective date of a liquidity event if proceeds from the
    liquidity event equal or exceed a certain target. 60




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##### Table of Contents




    The superior options vest only upon specified liquidity events
    if proceeds from the liquidity event equal or exceed a certain
    target.  
    any portion of an option that is unvested at the time of a
    participants termination of service with us will be
    forfeited to SS&C Holdings; and
    any portion of an option that is vested but unexercised at the
    time of a participants termination of service with us may
    not be exercised after the first to occur of the following:  
    the expiration date of the option, which will be no later than
    ten years from the date of grant,
    90 days following the date of the termination of service
    for any reason other than cause, death or disability,
    the date of the termination of service for cause and
    twelve months following the termination of service by reason of
    the participants death or disability.      2008
    Stock Incentive Plan
           61




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##### Table of Contents




    to adopt, amend and repeal rules and regulations relating to the
    2008 stock incentive plan;
    to determine the type or types of awards to be granted under the
    2008 stock incentive plan;
    to select the persons to whom awards may be granted under the
    2008 stock incentive plan;
    to grant awards and to determine the terms and conditions of
    such awards;
    to delegate to one or more of our officers the power to grant
    awards under the 2008 stock incentive plan to our employees or
    officers (other than executive officers);
    to construe and interpret the 2008 stock incentive plan; and
    to amend, suspend or terminate the 2008 stock incentive plan,
    subject in certain instances to stockholder approval.    
    each option will vest as to 25% of the number of shares
    underlying the option on the first anniversary of the date of
    grant and will continue to vest as to an additional
    1/36
    of the remaining number of shares underlying the option on the
    day of the month of the date of grant each month thereafter
    until the fourth anniversary of the date of grant;
    options will become fully vested and exercisable immediately
    prior to the effective date of a change in control as defined in
    the stock option agreement;
    any portion of an option that is unvested at the time of a
    participants termination of service with us will be
    forfeited to SS&C Holdings; and
    any portion of an option that is vested but unexercised at the
    time of a participants termination of service with us may
    not be exercised after the first to occur of the following:  
    the expiration date of the option, which will be no later than
    ten years from the date of grant,
    90 days following the date of the termination of service
    for any reason other than cause, death or disability,
    the date of the termination of service for cause, and
    twelve months following the termination of service by reason of
    the participants death or disability.   62




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##### Table of Contents




    provide that awards shall be assumed, or substantially
    equivalent awards shall be distributed, by the acquiring or
    succeeding corporation;
    upon written notice to a participant, provide that the
    participants unexercised awards will terminate immediately
    prior to the consummation of such corporate event unless
    exercised by the participant within a specified period following
    the date of notice;
    provide that outstanding awards shall become exercisable,
    realizable or deliverable, or restrictions applicable to an
    award shall lapse, in whole or in part prior to or upon such
    corporate event;
    in the event of a corporate event under the terms of which
    holders of SS&C Holdings common stock will receive a cash
    payment for each share surrendered in connection with the
    corporate event, make or provide for a cash payment to
    participants in exchange for the termination of all such awards;
    provide that, in connection with a liquidation or dissolution,
    awards shall convert into the right to receive liquidation
    proceedings (net of any applicable exercise price or tax
    withholdings); and
    any combination of the foregoing.         63




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##### Table of Contents



2008
    Outstanding Equity Awards at Fiscal Year-End
    Equity IncentivePlan Awards:Number of

Number of

Number ofSecurities

Securities

SecuritiesUnderlying

Underlying

UnderlyingUnexercised

Unexercised

Unexercised

Option

OptionOptions (#)

Options (#)

Unearned Options

Exercise

ExpirationName

Exercisable

Unxercisable

(#)(3)

Price ($)

DateWilliam C. Stone


75,000
(1)









$
7.34



2/17/201075,000
(1)










6.60



5/31/2011150,000
(1)










15.99



4/8/201354,724
(2)


16,269
(2)






74.50



8/9/201641,964
(3)






29,029
(3)


74.50



8/9/2016







35,496
(4)


74.50



8/9/2016Normand A. Boulanger


25,000
(1)










35.70



10/18/201437,500
(1)










14.97



2/6/201341,043
(2)


12,202
(2)






74.50



8/9/201631,473
(3)






21,772
(3)


74.50



8/9/2016







26,622
(4)


74.50



8/9/2016Patrick J. Pedonti


15,000
(1)










16.56



8/1/201220,521
(2)


6,101
(2)






74.50



8/9/201615,737
(3)






10,885
(3)


74.50



8/9/2016







13,311
(4)


74.50



8/9/2016Stephen V.R. Whitman


7,461
(1)










14.97



2/6/201310,945
(2)


3,253
(2)






74.50



8/9/20168,393
(3)






5,805
(3)


74.50



8/9/2016







7,099
(4)


74.50



8/9/2016     (1)
    
    These options were granted under our prior 1998 Plan and are
    fully vested.(2)
    
    This option is a time-based option awarded under SS&C
    Holdings 2006 equity incentive plan that vests as to 25%
    of the number of shares underlying the option on
    November 23, 2006 and as to 1/36 of the number of shares
    underlying the option each month thereafter until fully vested
    on November 23, 2009. The time-based options become fully
    vested and exercisable immediately prior to the effective date
    of a liquidity event, as defined in the stock option agreement.(3)
    
    This option is a performance-based option awarded under
    SS&C Holdings 2006 equity incentive plan that vests
    based on the determination by SS&C Holdings board of
    directors or compensation committee as to whether our EBITDA for
    each fiscal year 2006 through 2010 falls within the targeted
    EBITDA range for such year. If our EBITDA for a particular year
    is at the low end of the targeted EBITDA range, 50% of the
    performance-based option for that year vests, and if our EBITDA
    is at or above the high end of the targeted EBITDA range, 100%
    of the performance-based option for that year vests. If our
    EBITDA is below the targeted EBITDA range, the performance-based
    option does not vest, and if our EBITDA is within the targeted
    EBITDA range, between 50% and 100% of the performance-based
    option vests, based on linear interpolation. A certain
    percentage of performance-based options will vest immediately
    prior to the effective date of a liquidity event if proceeds
    from the liquidity event equal or exceed specified returns on
    investments in SS&C Holdings made by our principal
    stockholders.(4)
    
    This option is a superior option awarded under SS&C
    Holdings 2006 Equity Incentive Plan that vests (in whole
    or in part) only upon a liquidity event if proceeds from the
    liquidity event equal or exceed specified returns on investments
    in SS&C Holdings made by our principal stockholders. 64




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##### Table of Contents



2008
    Option Exercises
    2008
    Pension Benefits
    2008
    Non-qualified Deferred Compensation
    Potential
    Payments Upon Termination or
    Change-in-Control
  William
    C. Stone
      WithoutCause, ForGood ReasonPayments to

(Including Certain


For Cause orWilliam C. Stone

Changes of Control)


Without GoodUpon Termination or

or Upon Notice of


Reason


LiquidityLiquidity Event

Non-Renewal


(1)


Event(2)


Disability


DeathBase salary

$
1,500,000
(3)

$



$



$



$
Target annual bonus


900,000
(4)










450,000
(5)


450,000
(5)Stock Options(6)


450,421
(7)






900,842



450,421
(7)


450,421
(7)Health and welfare benefits


37,077
(8)














Tax gross up payment


3,158,966
(9)














Disability benefits


















Life insurance proceeds














Total

$
6,046,464


$



$
900,842


$
900,421


$
900,421     (1)
    
    In the event that Mr. Stones employment is terminated
    for cause or without good reason, he will be entitled to unpaid
    base salary through the date of the termination, payment of any
    annual bonus earned with respect to a completed fiscal year of
    SS&C that is unpaid as of the date of termination and any
    benefits due to him under any employee benefit plan, policy,
    program, arrangement or agreement.(2)
    
    Liquidity event is defined in SS&C Holdings 2006
    equity incentive plan. Time-based options will become fully
    vested and exercisable immediately prior to the effective date
    of a liquidity event. Performance-based options will vest in
    whole or in part immediately prior to the effective date of a
    liquidity event if proceeds from the liquidity event equal or
    exceed a certain target. The vesting of superior options will be
    determined based on the extent to which proceeds from a
    liquidity event equal or exceed a certain target. The payments
    in this column assume the liquidity event will generate
    sufficient proceeds to accelerate in full the performance-based
    and superior options.(3)
    
    Consists of 200% of 2008 base salary payable promptly upon
    termination. 65




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##### Table of Contents



(4)
    
    Consists of 200% of 2008 target annual bonus payable promptly
    upon termination. The compensation committee did not set a
    formal 2008 target annual bonus for Mr. Stone. The figure
    used for the 2008 target annual bonus is $450,000, the minimum
    annual bonus specified for Mr. Stone in his employment
    agreement.(5)
    
    Consists of a cash payment equal to the amount of
    Mr. Stones target annual bonus for 2008, payable
    within 30 business days of termination. The compensation
    committee did not set a formal 2008 target annual bonus for
    Mr. Stone. The figure used for the 2008 target annual bonus
    is $450,000, the minimum annual bonus specified for
    Mr. Stone in his employment agreement.(6)
    
    Based upon an exercise price of $74.50 per share and an
    estimated fair market price of $85.65 per share as of
    December 31, 2008. The common stock of SS&C
    Holdings is privately held and there is no established
    public trading market for its common stock. The estimated fair
    market price represents the fair market value of the common
    stock of SS&C Holdings as determined by its board of
    directors as of the last option award date.(7)
    
    Vesting acceleration with respect to unvested options to
    purchase an aggregate of 40,397 shares of SS&C
    Holdings common stock, which is equal to 50% of all unvested
    options held by Mr. Stone on December 31, 2008.(8)
    
    Represents three years of coverage under SS&Cs
    medical, dental and vision benefit plans.(9)
    
    In the event that the severance and other benefits provided for
    in Mr. Stones employment agreement or otherwise
    payable to him in connection with a change in control constitute
    parachute payments within the meaning of
    Section 280G of the Internal Revenue Code of 1986 and will
    be subject to the excise tax imposed by Section 4999 of the
    Code, then Mr. Stone shall receive (a) a payment from
    SS&C Holdings sufficient to pay such excise tax, and
    (b) an additional payment from SS&C Holdings
    sufficient to pay the excise tax and federal and state income
    taxes arising from the payments made by SS&C Holdings to
    Mr. Stone pursuant to this sentence.    Other
    Named Executive Officers
      Number of Shares Underlying


Value of UnvestedName

Unvested Options (#)


Options ($)(1)Normand A. Boulanger


60,595


$
675,634Patrick J. Pedonti


30,297



337,812Stephen V.R. Whitman


16,158



180,162     (1)
    
    The value of unvested options was calculated by multiplying the
    number of shares underlying unvested options by $85.65, the
    estimated fair market value of SS&C Holdings common
    stock on December 31, 2008, and then deducting the
    aggregate exercise price for these options. The common stock of
    SS&C Holdings is privately held and there is no
    established public trading market for its common stock. The
    estimated fair market price represents the fair market value of
    the common stock of SS&C Holdings as determined by
    its board of directors as of the last option award date. 66




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##### Table of Contents



Director
    Compensation
  out-of-pocket
  2008 Director
    Compensation
  Fees Earned orPaid in Cash

Option Awards

TotalName

($)(1)

($)(2)

($)William Etherington

$
35,000






$
35,000     (1)
    
    For his service as a director, Mr. Etherington is paid an
    annual retainer fee of $25,000 and $2,500 for each board meeting
    attended in person. Mr. Etherington was paid an aggregate
    of $35,000 for his service as a director in 2008.(2)
    
    Upon his election to the board of directors in 2006,
    Mr. Etherington was granted an option to purchase
    2,500 shares of common stock of SS&C Holdings at an
    exercise price per share of $74.50. Such option was 100% vested
    on the date of grant.  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters      
    Each person or group known to beneficially own more than 5% of
    the common stock;
    Each of the named executive officers in the Summary Compensation
    Table;
    Each of our directors; and
    All of our directors and executive officers as a group.   67




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##### Table of Contents



Shares Owned(1)Name of Beneficial Owner

Number


PercentageTCG Holdings, L.L.C.(2)


5,114,094



72.0
%William A. Etherington(3)


2,500



*Allan M. Holt(4)






Claudius (Bud) E. Watts IV(4)






Campbell (Cam) R. Dyer(4)






William C. Stone(5)


2,360,625



31.5
%Normand A. Boulanger(6)


137,236



1.9
%Patrick J. Pedonti(7)


52,367



*Stephen V.R. Whitman(8)


27,390



*All Directors and Executive Officers as a Group
    (8 persons)(9)


2,580,118



33.4
%     *
    
    Less than 1%(1)
    
    Includes shares held in the beneficial owners name or
    jointly with others, or in the name of a bank, nominee or
    trustee for the beneficial owners account. Unless
    otherwise indicated in the footnotes to this table and subject
    to community property laws where applicable, we believe that
    each stockholder named in this table has sole voting and
    investment power with respect to the shares indicated as
    beneficially owned. Beneficial ownership includes any shares as
    to which the individual has sole or shared voting power or
    investment power and also any shares which the individual has
    the right to acquire either currently or at any time within the
    60-day
    period following December 31, 2008 through the exercise of
    any stock option or other right. The inclusion herein of such
    shares, however, does not constitute an admission that the named
    stockholder is a direct or indirect beneficial owner of such
    shares.(2)
    
    TC Group IV, L.P. is the sole general partner of Carlyle
    Partners IV, L.P. and CP IV Coinvestment, L.P., the record
    holders of 4,915,570 and 198,524 shares of common stock of
    Holdings, respectively. TC Group IV Managing GP, L.L.C. is
    the sole general partner of TC Group IV, L.P. TC Group, L.L.C.
    is the sole managing member of TC Group IV Managing GP,
    L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC
    Group, L.L.C. Accordingly, TC Group IV, L.P., TC Group IV
    Managing GP, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C.
    each may be deemed owners of shares of common stock owned of
    record by each of Carlyle Partners IV, L.P. and CP IV
    Coinvestment, L.P. William E. Conway, Jr., Daniel A.
    DAniello and David M. Rubenstein are managing members of
    TCG Holdings, L.L.C. and, in such capacity, may be deemed to
    share beneficial ownership of shares of common stock
    beneficially owned by TCG Holdings, L.L.C. Such individuals
    expressly disclaim any such beneficial ownership. The principal
    address and principal offices of TCG Holdings, L.L.C. and
    certain affiliates is
    c/o The
    Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220
    South, Washington, D.C.
    20004-2505.(3)
    
    Includes 2,500 shares subject to outstanding stock options
    exercisable on December 31, 2008.(4)
    
    Does not include 5,114,094 shares held by investment funds
    associated with or designated by The Carlyle Group.
    Messrs. Holt, Watts and Dyer are executives of The Carlyle
    Group. They disclaim beneficial ownership of the shares held by
    investment funds associated with or designated by The Carlyle
    Group.(5)
    
    Consists of 399,647 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2008. The principal address
    of Mr. Stone is
    c/o SS&C
    Technologies, Inc., 80 Lamberton Road, Windsor, CT 06095.(6)
    
    Consists of 137,236 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2008.(7)
    
    Consists of 52,367 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2008. 68




---



##### Table of Contents



(8)
    
    Consists of 27,390 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2008.(9)
    
    Includes 619,140 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2008.  Equity
    Compensation Plan Information
    Number of SecuritiesNumber of Securities





Remaining Availableto be Issued Upon


Weighted-Average


for Future IssuanceExercise of


Exercise Price of


Under EquityPlan Category

Outstanding Options


Outstanding Options


Compensation PlansEquity compensation plans approved by security holders


1,513,193


$
56.65



403,403Equity compensation plans not approved by security holders










Total


1,513,193


$
56.65



403,403   Item 13.
    Security
    Certain Relationships and Related Transactions  Transactions
    with Related Persons
  The
    Carlyle Group
  Carlyle
    Management Agreement
    Carlyle
    Fund Services Agreement
  sub-trusts,
 69




---



##### Table of Contents



RLI
    Insurance Company
    Other
    Transactions
    Review,
    Approval or Ratification of Transactions with Related
    Persons
    Director
    Independence
    Item 14.
    Principal
    Accountant Fees and Services    Fiscal


FiscalFee Category

2008


2007Audit Fees(1)

$
724,763


$
1,122,811Audit-Related Fees(2)


757,060



375,700Tax Fees(3)


138,443



325,953All Other Fees(4)


1,500



1,500Total Fees

$
1,621,766


$
1,825,964     (1)
    
    Audit fees consist of fees for the audit of our financial
    statements, the review of the interim financial statements
    included in our quarterly reports on
    Form 10-Q,
    and services related to SS&C Holdings filings of
    Form S-1
    in 2007 and 2008, such as the issuance of comfort letters and
    consents.(2)
    
    Audit-related fees consist of fees for assurance and related
    services that are reasonably related to the performance of the
    audit and the review of our financial statements and which are
    not reported under Audit Fees. These services relate
    to accounting consultations in connection with acquisitions,
    procedures performed for SAS 70 reports, attest services that
    are not required by statute or regulation and consultations
    concerning internal controls, financial accounting and reporting
    standards. None of the audit-related fees billed in 2007 or 2008
    related to services provided under the de minimis exception to
    the audit committee pre-approval requirements.(3)
    
    Tax fees consist of fees for tax compliance, tax advice and tax
    planning services. Tax compliance services, which relate to
    preparation of original and amended tax returns, claims for
    refunds and tax payment-planning services, accounted for
    $113,822 of the total tax fees billed in 2008 and $194,451 of
    the total tax fees billed in 2007. Tax advice and tax planning
    services relate to assistance with tax audits and appeals, tax
    advice related to acquisitions and requests for rulings or
    technical advice from taxing authorities. None of the tax fees
    billed in 2007 or 2008 related to services provided under the de
    minimis exception to the audit committee pre-approval
    requirements. 70




---



##### Table of Contents



(4)
    
    All other fees for 2007 and 2008 consist of the licensing of
    accounting and finance research technology owned by
    PricewaterhouseCoopers LLP. None of the all other fees billed in
    2007 or 2008 were provided under the de minimis exception to the
    audit committee pre-approval requirements.  Audit
    Committee Pre-Approval Policies and Procedures
   71




---



##### 



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules  (a)
  Financial Statements
     
 Document

PageReports of Independent Registered Public
    Accounting Firm


F-1Consolidated Balance Sheets as of December 31,
    2008 and 2007


F-2Consolidated Statements of Operations for the
    years ended December 31, 2008, 2007 and 2006


F-3Consolidated Statements of Cash Flows for the
    years ended December 31, 2008, 2007 and 2006


F-4Consolidated Statements of Changes in
    Stockholders Equity for years ended December 31, 2008,
    2007 and 2006


F-5Notes to Consolidated Financial Statements


F-6    Financial Statement Schedules
    Exhibits
   72




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##### Table of Contents



SIGNATURES      By:
    /s/  William
    C. Stone         Signatures

Title

Date/s/  William
    C. StoneWilliam
    C. Stone

Chairman of the Board and
    Chief Executive Officer
    (Principal Executive Officer)

March 30, 2009/s/  Patrick
    J. PedontiPatrick
    J. Pedonti

Senior Vice President and
    Chief Financial Officer
    (Principal Financial and
    Accounting Officer)

March 30, 2009/s/  Normand
    A. BoulangerNormand
    A. Boulanger

Director

March 30, 2009/s/  Campbell
    R. DyerCampbell
    R. Dyer

Director

March 30, 2009/s/  William
    A. EtheringtonWilliam
    A. Etherington

Director

March 30, 2009/s/  Allan
    M. HoltAllan
    M. Holt

Director

March 30, 2009/s/  Claudius
    E. Watts, IVClaudius
    E. Watts, IV

Director

March 30, 2009  73




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM      
    F-1




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
   December 31,


December 31,2008


2007(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
29,299


$
19,175Accounts receivable, net of allowance for doubtful accounts of
    $1,444 and $1,223, respectively (Note 3)


38,318



39,546Prepaid expenses and other current assets


4,327



7,237Deferred income taxes


3,777



1,169Total current assets


75,721



67,127Property and equipment:Leasehold improvements


4,852



4,522Equipment, furniture, and fixtures


20,978



17,53225,830



22,054Less accumulated depreciation


(11,800
)


(9,014
)Net property and equipment


14,030



13,040Goodwill


822,409



860,690Intangible and other assets, net of accumulated amortization of
    $82,520 and $55,572, respectively


215,193



249,638Total assets

$
1,127,353


$
1,190,495LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 6)

$
2,101


$
2,429Accounts payable


1,821



2,558Income taxes payable


4,898



3,181Accrued employee compensation and benefits


13,640



11,668Other accrued expenses


11,561



10,053Interest payable


2,007



2,090Deferred maintenance and other revenue


30,844



29,480Total current liabilities


66,872



61,459Long-term debt, net of current portion (Note 6)


406,625



440,580Other long-term liabilities


9,991



10,216Deferred income taxes (Note 5)


56,612



65,647Total liabilities


540,100



577,902Commitments and contingencies (Note 12)Stockholders equity (Notes 4 and 9):Common stock, $0.01 par value, 1 share authorized;
    1 share issued and outstanding






Additional paid-in capital


577,861



570,497Accumulated other comprehensive (loss) income


(17,890
)


33,615Retained earnings


27,282



8,481Total stockholders equity


587,253



612,593Total liabilities and stockholders equity

$
1,127,353


$
1,190,495    F-2




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2008


2007


2006(In thousands)Revenues:Software licenses

$
24,844


$
27,514


$
22,925Maintenance


65,178



61,910



55,222Professional services


24,352



17,491



19,582Software-enabled services


165,632



141,253



107,740Total revenues


280,006



248,168



205,469Cost of revenues:Software licenses


9,198



9,616



9,216Maintenance


26,854



26,038



20,415Professional services


16,118



14,277



12,575Software-enabled services


90,263



78,951



57,810Total cost of revenues


142,433



128,882



100,016Gross profit


137,573



119,286



105,453Operating expenses:Selling and marketing


19,566



19,701



17,598Research and development


26,804



26,282



23,620General and administrative


26,120



24,573



20,366Total operating expenses


72,490



70,556



61,584Operating income


65,083



48,730



43,869Interest income


409



939



388Interest expense


(41,539
)


(45,463
)


(47,427
)Other income, net


1,994



1,911



456Income (loss) before income taxes


25,947



6,117



(2,714
)Provision (benefit) for income taxes (Note 5)


7,146



(458
)


(3,789
)Net income

$
18,801


$
6,575


$
1,075    F-3




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2008


2007


2006(In thousands)Cash flow from operating activities:Net income

$
18,801


$
6,575


$
1,075Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


35,038



35,047



27,128Stock compensation expense


7,323



10,979



3,871Foreign exchange gains on debt






(768
)


(15
)Amortization of loan origination costs


2,328



2,317



2,754Equity losses (earnings) in long-term investment


2,098



187



(456
)Loss on sale or disposition of property and equipment


1



105



4Deferred income taxes


(7,368
)


(6,115
)


(10,112
)Provision for doubtful accounts


865



336



424Changes in operating assets and liabilities, excluding effects
    from acquisitions:Accounts receivable


(1,301
)


(6,635
)


2,509Prepaid expenses and other assets


(2,742
)


(1,723
)


(2,044
)Income taxes receivable










7,844Accounts payable


(494
)


101



(114
)Accrued expenses


1,581



10,745



(3,088
)Income taxes payable


2,552



2,790



(247
)Deferred maintenance and other revenue


2,973



3,116



1,176Net cash provided by operating activities


61,655



57,057



30,709Cash flow from investing activities:Additions to property and equipment


(6,746
)


(7,717
)


(4,223
)Proceeds from sale of property and equipment


2



8



1Cash paid for business acquisitions, net of cash acquired
    (Note 10)


(17,864
)


(5,130
)


(13,979
)Additions to capitalized software










(425
)Net cash used in investing activities


(24,608
)


(12,839
)


(18,626
)Cash flow from financing activities:Cash received from other borrowings






5,200



17,400Repayment of debt and acquired debt


(25,574
)


(42,688
)


(34,518
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


42



80



691Net cash used in financing activities


(25,532
)


(37,408
)


(16,427
)Effect of exchange rate changes on cash


(1,391
)


647



478Net increase (decrease) in cash and cash equivalents


10,124



7,457



(3,866
)Cash and cash equivalents, beginning of period


19,175



11,718



15,584Cash and cash equivalents, end of period

$
29,299


$
19,175


$
11,718Supplemental disclosure of cash paid (refunded) for:Interest

$
38,505


$
43,451


$
45,549Income taxes, net

$
12,472


$
(1,627
)

$
(635
)Supplemental disclosure of non-cash investing activitiesSee Note 10 for a discussion of acquisitions.    F-4




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
 For the
    Years Ended December 31, 2008, 2007 and 2006
  Common Stock








AccumulatedNumber





Additional





Other


Total


Totalof Issued





Paid-in


Retained


Comprehensive


Stockholders


ComprehensiveShares


Amount


Capital


Earnings


Income (Loss)


Equity


Income (Loss)(In thousands, except per share amounts)Balance, at December 31, 2005


1


$



$
554,965


$
831


$
1,337


$
557,133Net income














1,075







1,075


$
1,075Foreign exchange translation adjustment


















(273
)


(273
)


(273
)Change in unrealized gain on interest rate swaps, net of tax


















635



635



635Total comprehensive income

























$
1,437Stock-based compensation expense










3,871











3,871Exercise of stock options and issuance of SS&C Technologies
    Holdings, Inc. common stock, net










691











691Balance, at December 31, 2006


1


$



$
559,527


$
1,906


$
1,699


$
563,132Net income














6,575







6,575


$
6,575Foreign exchange translation adjustment














34,490







34,490



34,490Change in unrealized gain on interest rate swaps, net of tax


















(2,574
)


(2,574
)


(2,574
)Total comprehensive income

























$
38,491Stock-based compensation expense










10,979











10,979Exercise of stock options and issuance of SS&C Technologies
    Holdings, Inc. common stock










(9
)










(9
)Balance, at December 31, 2007


1


$



$
570,497


$
8,481


$
33,615


$
612,593Net income














18,801







18,801


$
18,801Foreign exchange translation adjustment


















(49,078
)


(49,078
)


(49,078
)Change in unrealized gain on interest rate swaps, net of tax


















(2,427
)


(2,427
)


(2,427
)Total comprehensive loss

























$
(32,704
)Stock-based compensation expense










7,323











7,323Exercise of stock options and issuance of SS&C Technologies
    Holdings, Inc. common stock










41











41Balance, at December 31, 2008


1


$



$
577,861


$
27,282


$
(17,890
)

$
587,253    F-5




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES
    TO CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization                      2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Principles
    of Consolidation
   F-6




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Revenue
    Recognition
        License
    Revenue
  No. 97-2, (SOP 97-2), SOP 97-2 SOP 97-2,
  SOP 97-2 SOP 98-9, SOP 97-2,
   F-7




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  percentage-of-completion man-hours contract-by-contract
  Maintenance
    Agreements
  when-and-if-available
  Professional
    Services
    Software-enabled
    Services
      Research
    and Development
   F-8




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Stock-based
    Compensation
    Other
    Income
    Income
    Taxes
    .
 F-9




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash
    and Cash Equivalents
    Property
    and Equipment
    Description

Useful LifeEquipment

3-5 yearsFurniture and fixtures

7-10 yearsLeasehold improvements

Shorter of lease term or estimated useful life       Registration
    Costs
    Goodwill
    and Intangible Assets
   F-10




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at December 31, 2006

$
820,4702007 acquisition


3,303Adjustments to previous acquisitions


15Income tax benefit on Rollover options exercised


(89
)Effect of foreign currency translation


36,991Balance at December 31, 2007

$
860,6902008 acquisition


8,937Adjustments to previous acquisitions


2Income tax benefit on Rollover options exercised


(578
)Effect of foreign currency translation


(46,642
)Balance at December 31, 2008

$
822,409       December 31,2008


2007Customer relationships

$
207,757


$
210,128Completed technology


58,046



59,593Trade names


17,391



17,411Other


2,016



2,272285,210



289,404Less: accumulated amortization


(82,236
)


(55,430
)$
202,974


$
233,974     2009

$
29,5162010


28,3662011


26,9102012


25,2312013


23,322$
133,345  F-11




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Impairment
    of Long-Lived Assets
    Concentration
    of Credit Risk
    International
    Operations and Foreign Currency
    Derivative
    Instruments
         F-12




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Comprehensive
    Income
      Reclassification
    Recent
    Accounting Pronouncements
  FAS 142-3 FAS 142-3), FAS 142-3 FAS 142-3
     F-13




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    3.
    Accounts
    Receivable    December 31,2008


2007Accounts receivable

$
28,785


$
29,521Unbilled accounts receivable


10,977



11,248Allowance for doubtful accounts


(1,444
)


(1,223
)Total accounts receivable

$
38,318


$
39,546     Year Ended December 31,2008


2007


2006Allowance for Doubtful Accounts:Balance at beginning of period

$
1,223


$
1,638


$
2,026Charge to costs and expenses


865



336



424Write-offs, net of recoveries


(524
)


(812
)


(820
)Other adjustments


(120
)


61



8Balance at end of period

$
1,444


$
1,223


$
1,638     4.
    Stockholders
    Equity    5.
    Income
    Taxes    Year Ended December 31,2008


2007


2006U.S.

$
6,671


$
(11,417
)

$
(10,670
)Foreign


19,276



17,534



7,956Income (loss) before taxes

$
25,947


$
6,117


$
(2,714
)  F-14




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended December 31,2008


2007


2006Current:Federal

$
6,580


$
460


$
1,168Foreign


7,746



4,406



3,556State


94



99



75Deferred:Federal


(7,129
)


(6,262
)


(6,116
)Foreign


(1,602
)


441



(2,776
)State


1,457



398



304Total

$
7,146


$
(458
)

$
(3,789
)     Year Ended December 31,2008


2007


2006Computed expected tax expense (benefit)

$
9,081


$
2,141


$
(949
)Increase (decrease) in income tax expense resulting from:State income taxes (net of federal income tax benefit)


1,008



321



248Foreign operations


(2,333
)


(1,883
)


(1,905
)Rate change impact on tax liabilities


(581
)


(1,536
)


(1,228
)Uncertain tax positions


702



646



Other


(731
)


(147
)


45Provision (benefit) for income taxes

$
7,146


$
(458
)

$
(3,789
)    F-15




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007Deferred


Deferred


Deferred


DeferredTax


Tax


Tax


TaxAssets


Liabilities


Assets


LiabilitiesDeferred compensation

$
6,327


$



$
4,418


$
Net operating loss carryforwards


5,512







6,592



Interest rate swap


2,382







1,041



Purchased in-process research and development


1,251







1,658



Accrued expenses


898







887



Impaired investment interest


738











Tax credit carryforwards


237







548



Other






345







449Property and equipment






468



985



Acquired technology






691







3,808Trade names






4,750







5,440Other intangible assets






8,122







5,616Customer relationships






51,232







60,192Total


17,345



65,608



16,129



75,505Valuation allowance


(4,572
)






(5,102
)


Total

$
12,773


$
65,608


$
11,027


$
75,505   non-U.S. subsidiaries
     F-16




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Balance at January 1, 2007

$
5,266Increases related to current year tax positions


452Foreign exchange translation adjustment


739Balance at December 31, 2007


6,457Increases related to current year tax positions


375Lapse of statute of limitation


(19
)Foreign exchange translation adjustment


(1,020
)Balance at December 31, 2008

$
5,793       6.
    Debt and
    Derivative Instruments    2008


2007Senior credit facility, revolving portion(A)

$



$
Senior credit facility, term loan portion, weighted-average
    interest rate of 3.54% and 7.04%, respectively(A)


203,726



238,009113/4% senior
    subordinated notes due 2013(B)


205,000



205,000408,726



443,009Short-term borrowings and current portion of long-term debt


(2,101
)


(2,429
)Long-term debt

$
406,625


$
440,580  F-17




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (A)
    Senior
    Credit Facilities       F-18




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    FAS 157-2, FAS 157-3 FAS 157-3), FAS 157-3 FAS 157-3 FAS 157-3
       F-19




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (B)
    113/4% Senior
    Subordinated Notes due 2013  3 4 pari passu
          Year Ending December 31,2009

$
2,1012010


2,1012011


2,1012012


197,4232013


205,000$
408,726   7.
    Leases   F-20




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ending December 31,2009

$
7,5402010


7,1702011


5,9842012


5,2422013


4,0242014 and thereafter


6,178$
36,138       Year Ending December 31,2009

$
1,1912010


1,2052011


1,2052012


1,2052013


1,2052014 and thereafter


200$
6,211   8.
    Defined
    Contribution Plans      9.
    Stock
    Option and Purchase Plans     F-21




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       F-22




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Time-based Awards


Performance-based Awards2007


2006


2007


2006Expected term to exercise (years)


4.0



4.0



4.5



4.5Expected volatility


45.85
%


45.85
%


45.85
%


45.85
%Risk-free interest rate


4.57
%


4.86
%


4.57
%


4.86
%Expected dividend yield


0
%


0
%


0
%


0
%           2008


2007


2006Statement of operations classificationCost of maintenance

$
142


$
257


$
100Cost of professional services


240



343



124Cost of software-enabled services


1,621



2,452



785Total cost of revenues


2,003



3,052



1,009Selling and marketing


1,184



1,803



647Research and development


777



1,146



425General and administrative


3,359



4,978



1,790Total operating expenses


5,320



7,927



2,862Total stock-based compensation expense

$
7,323


$
10,979


$
3,871  F-23




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Weighted AverageShares


Exercise PriceOutstanding at December 31, 2005 (Rollover options)


484,467


$
16.97Granted


1,176,331



74.50Cancelled


(42,885
)


74.50Exercised


(4,467
)


21.34Outstanding at December 31, 2006


1,613,446



57.37Granted


43,500



86.00Cancelled/forfeited


(36,050
)


73.88Exercised


(225
)


7.33Outstanding at December 31, 2007


1,620,671



57.78Granted






Cancelled/forfeited


(73,216
)


75.40Exercised


(34,262
)


70.00Outstanding at December 31, 2008


1,513,193



56.65     Outstanding, Vested Options Currently Exercisable


Outstanding Options Expected to VestWeighted -Weighted-





Average





Weighted





Weighted -AverageAverage


Aggregate


Remaining





-Average


Aggregate


RemainingExercise


Intrinsic


Contractual





Exercise


Intrinsic


ContractualShares

Price


Value


Term (years)


Shares


Price


Value


Term (years)(In thousands)











(In thousands)1,035,217

$
48,13


$
38,845



5.7



100,561


$
75.53


$
1,018



7.7   10.
    Acquisitions     F-24




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            U.S.-based
   F-25




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    MicroDesign


Northport


Zoologic


CogentTangible assets acquired, net of cash received

$
1,216


$
708


$
505


$
1,019Completed technology


2,300







425



Trade names


155







60



Acquired client relationships and contracts


5,370



1,500



500



4,500Goodwill


8,937



3,303



2,535



9,328Deferred revenue


(114
)


(350
)


(1,163
)


(756
)Debt














(300
)Deferred taxes














(1,755
)Other liabilities assumed






(31
)


(150
)


(142
)Consideration paid, net of cash acquired

$
17,864


$
5,130


$
2,712


$
11,894     2008


2007


2006Revenues

$
285,875


$
258,194


$
219,886Net income


20,457



9,828



4,458     11.
    Related
    Party Transactions      12.
    Commitments
    and Contingencies    13.
    Product
    and Geographic Sales Information   F-26




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        2008


2007


2006United States

$
169,749


$
147,104


$
122,341Canada


44,112



40,892



35,924Americas excluding United States and Canada


4,448



4,672



2,850Europe


53,860



49,612



40,150Asia Pacific and Japan


7,837



5,888



4,204$
280,006


$
248,168


$
205,469     2008


2007United States

$
20,107


$
20,702Canada


5,132



4,580Americas excluding United States and Canada


141



134Europe


300



523Asia Pacific and Japan


444



124$
26,124


$
26,063     2008


2007


2006Portfolio management/accounting

$
223,864


$
192,617


$
152,094Trading/treasury operations


29,367



29,341



27,686Financial modeling


8,685



8,919



9,446Loan management/accounting


5,189



5,120



5,296Property management


5,874



5,514



5,983Money market processing


4,032



4,498



4,083Training


2,995



2,159



881$
280,006


$
248,168


$
205,469  F-27




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  14.
    Selected
    Quarterly Financial Data (Unaudited)  First


Second


Third


Fourth2008

Quarter


Quarter


Quarter


Quarter(In thousands)Revenue

$
68,523


$
72,195


$
71,001


$
68,287Gross profit


33,600



35,779



35,029



33,165Operating income


15,822



17,276



15,579



16,406Net income


3,736



3,786



4,810



6,469   First


Second


Third


Fourth2007

Quarter


Quarter


Quarter


Quarter(In thousands)Revenue

$
55,914


$
60,328


$
63,483


$
68,443Gross profit


26,472



28,020



31,114



33,680Operating income


11,047



9,598



13,902



14,183Net income (loss)


(173
)


(1,059
)


2,221



5,586   15.
    Subsequent
    Event    16.
    Supplemental
    Guarantor Condensed Consolidating Financial Statements  3 4
 F-28




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    December 31, 2008Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash and cash equivalents

$
10,329


$
5,180


$
13,790


$



$
29,299Accounts receivable, net


19,945



6,397



11,976







38,318Prepaid expenses and other current assets


1,342



530



2,455







4,327Deferred income taxes


673



92



340



2,672



3,777Property and equipment, net


8,574



1,007



4,449







14,030Investment in subsidiaries


126,555











(126,555
)


Intercompany balances


134,025



(20,441
)


(113,584
)






Deferred income taxes, long-term






606



489



(1,095
)


Goodwill, intangible and other assets, net


747,894



35,702



254,006







1,037,602Total assets

$
1,049,337


$
29,073


$
173,921


$
(124,978
)

$
1,127,353Current portion of long-term debt

$
1,724


$



$
377


$



$
2,101Accounts payable


448



132



1,241







1,821Accrued expenses


20,127



1,472



5,609







27,208Deferred income taxes






125







(125
)


Income taxes payable


1,102



2



3,794







4,898Deferred maintenance and other revenue


20,643



2,788



7,413







30,844Long-term debt, net of current portion


370,551







36,074







406,625Other long-term liabilities


4,294







5,697







9,991Deferred income taxes, long-term


43,195







11,715



1,702



56,612Total liabilities


462,084



4,519



71,920



1,577



540,100Stockholders equity


587,253



24,554



102,001



(126,555
)


587,253Total liabilities and stockholders equity

$
1,049,337


$
29,073


$
173,921


$
(124,978
)

$
1,127,353   F-29




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  December 31, 2007Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash and cash equivalents

$
9,031


$
1,984


$
8,160


$



$
19,175Accounts receivable, net


19,281



4,792



15,473







39,546Prepaid expenses and other current assets


3,441



421



3,375







7,237Deferred income taxes


497



77



595







1,169Property and equipment, net


8,475



661



3,904







13,040Investment in subsidiaries


121,363











(121,363
)


Intercompany balances


151,489



(8,769
)


(142,720
)






Deferred income taxes, long-term






1,026







(1,026
)


Goodwill, intangible and other assets, net


772,445



20,766



317,117







1,110,328Total assets

$
1,086,022


$
20,958


$
205,904


$
(122,389
)

$
1,190,495Current portion of long-term debt

$
1,817


$



$
612


$



$
2,429Accounts payable


1,407



56



1,095







2,558Accrued expenses


15,248



1,725



6,838







23,811Income taxes payable


623







2,558







3,181Deferred maintenance and other revenue


18,768



2,894



7,818







29,480Long-term debt, net of current portion


381,214







59,366







440,580Other long-term liabilities


3,680







6,536







10,216Deferred income taxes, long-term


50,672







16,001



(1,026
)


65,647Total liabilities


473,429



4,675



100,824



(1,026
)


577,902Stockholders equity


612,593



16,283



105,080



(121,363
)


612,593Total liabilities and stockholders equity

$
1,086,022


$
20,958


$
205,904


$
(122,389
)

$
1,190,495   For the Year Ended December 31, 2008Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
115,501


$
78,577


$
87,514


$
(1,586
)

$
280,006Cost of revenues


65,069



44,268



34,682



(1,586
)


142,433Gross profit


50,432



34,309



52,832







137,573Operating expenses:Selling & marketing


12,085



1,799



5,682







19,566Research & development


14,237



4,163



8,404







26,804General & administrative


18,995



1,318



5,807







26,120Total operating expenses


45,317



7,280



19,893







72,490Operating income


5,115



27,029



32,939







65,083Interest expense, net


(26,117
)


(3
)


(15,010
)






(41,130
)Other income, net


541



106



1,347







1,994(Loss) income before income taxes


(20,461
)


27,132



19,276







25,947(Benefit) provision for income taxes


(4,905
)


5,657



6,394







7,146Equity in net income of subsidiaries


34,357











(34,357
)


Net income

$
18,801


$
21,475


$
12,882


$
(34,357
)

$
18,801   F-30




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2007Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
101,686


$
66,431


$
81,566


$
(1,515
)

$
248,168Cost of revenues


58,086



41,399



30,912



(1,515
)


128,882Gross profit


43,600



25,032



50,654







119,286Operating expenses:Selling & marketing


12,471



1,717



5,513







19,701Research & development


14,747



3,360



8,175







26,282General & administrative


18,424



1,024



5,125







24,573Total operating expenses


45,642



6,101



18,813







70,556Operating (loss) income


(2,042
)


18,931



31,841







48,730Interest expense, net


(27,754
)


10



(16,780
)






(44,524
)Other income, net


(422
)


(139
)


2,472







1,911Income (loss) before income taxes


(30,218
)


18,802



17,533







6,117(Benefit) provision for income taxes


(7,778
)


3,695



3,625







(458
)Equity in net income of subsidiaries


29,015











(29,015
)


Net income

$
6,575


$
15,107


$
13,908


$
(29,015
)

$
6,575   For the Year Ended December 31, 2006Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
81,934


$
55,705


$
69,397


$
(1,567
)

$
205,469Cost of revenues


41,379



34,130



26,074



(1,567
)


100,016Gross profit


40,555



21,575



43,323







105,453Operating expenses:Selling & marketing


10,268



2,088



5,242







17,598Research & development


12,858



3,295



7,467







23,620General & administrative


13,418



1,116



5,832







20,366Total operating expenses


36,544



6,499



18,541







61,584Operating income


4,011



15,076



24,782







43,869Interest expense, net


(30,361
)


(7
)


(16,671
)






(47,039
)Other income, net


429



5



22







456Income (loss) before income taxes


(25,921
)


15,074



8,133







(2,714
)Provision (benefit) for income taxes


(10,916
)


6,348



779







(3,789
)Equity in net income of subsidiaries


16,080











(16,080
)


Net income

$
1,075


$
8,726


$
7,354


$
(16,080
)

$
1,075   F-31




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2008Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
18,801



21,475


$
12,882


$
(34,357
)

$
18,801Non-cash adjustments


(6,424
)


3,320



9,032



34,357



40,285Changes in operating assets and liabilities


3,305



(1,200
)


464







2,569Net cash provided by operating activities


15,682



23,595



22,378







61,655Cash Flow from Investment Activities:Intercompany transactions


(1,011
)


(1,771
)


2,782







Cash paid for businesses acquired, net of cash acquired






(17,864
)










(17,864
)Additions to property and equipment and software


(2,662
)


(764
)


(3,320
)






(6,746
)Proceeds from sale of property and equipment


2















2Net cash used in investing activities


(3,671
)


(20,399
)


(538
)






(24,608
)Cash Flow from Financing Activities:Net repayments of debt


(10,755
)






(14,819
)






(25,574
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


42















42Net cash used in financing activities


(10,713
)






(14,819
)






(25,532
)Effect of exchange rate changes on cash










(1,391
)






(1,391
)Net increase in cash and cash equivalents


1,298



3,196



5,630







10,124Cash and cash equivalents, beginning of period


9,031



1,984



8,160







19,175Cash and cash equivalents, end of period

$
10,329


$
5,180


$
13,790


$



$
29,299   F-32




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2007Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
6,575


$
15,107


$
13,908


$
(29,015
)

$
6,575Non-cash adjustments


2,766



1,993



8,314



29,015



42,088Changes in operating assets and liabilities


8,402



(1,911
)


1,903







8,394Net cash provided by operating activities


17,743



15,189



24,125







57,057Cash Flow from Investment Activities:Intercompany transactions


17,092



(10,152
)


(6,940
)






Cash paid for businesses acquired, net of cash acquired






(5,127
)


(3
)






(5,130
)Additions to property and equipment and software


(5,977
)


(243
)


(1,497
)






(7,717
)Proceeds from sale of property and equipment


7







1







8Net cash provided by (used in) investing activities


11,122



(15,522
)


(8,439
)






(12,839
)Cash Flow from Financing Activities:Net repayments of debt


(22,969
)






(14,519
)






(37,488
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


80















80Net cash used in financing activities


(22,889
)






(14,519
)






(37,408
)Effect of exchange rate changes on cash










647







647Net increase (decrease) in cash and cash equivalents


5,976



(333
)


1,814







7,457Cash and cash equivalents, beginning of period


3,055



2,317



6,346







11,718Cash and cash equivalents, end of period

$
9,031


$
1,984


$
8,160


$



$
19,175   F-33




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Year Ended December 31, 2006Total


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
1,075


$
8,726


$
7,354


$
(16,080
)

$
1,075Non-cash adjustments


837



1,717



4,964



16,080



23,598Changes in operating assets and liabilities


3,241



3,336



(541
)






6,036Net cash provided by operating activities


5,153



13,779



11,777







30,709Cash Flow from Investment Activities:Intercompany transactions


9,922



(13,013
)


3,091







Cash paid for businesses acquired, net of cash acquired


(13,500
)






(479
)






(13,979
)Additions to property and equipment and software


(3,216
)


(420
)


(1,012
)






(4,648
)Proceeds from sale of property and equipment










1







1Net cash provided by (used in) investing activities


(6,794
)


(13,433
)


1,601







(18,626
)Cash Flow from Financing Activities:Net repayments of debt


(2,314
)






(14,804
)






(17,118
)Transactions involving SS&C Technologies, Holdings, Inc.
    common stock


691















691Net cash used in financing activities


(1,623
)






(14,804
)






(16,427
)Effect of exchange rate changes on cash










478







478Net increase (decrease) in cash and cash equivalents


(3,264
)


346



(948
)






(3,866
)Cash and cash equivalents, beginning of period


6,319



1,971



7,294







15,584Cash and cash equivalents, end of period

$
3,055


$
2,317


$
6,346


$



$
11,718  F-34




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##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of Exhibit2
.1

Agreement and Plan of Merger, dated as of July 28, 2005, by
    and among Sunshine Acquisition Corporation, Sunshine Merger
    Corporation and the Registrant is incorporated herein by
    reference to Exhibit 2.1 to the Registrants Current
    Report on
    Form 8-K,
    filed on July 28, 2005 (File
    No. 000-28430)2
.2

Amendment No. 1 to Agreement and Plan of Merger, dated as
    of August 25, 2005, by among Sunshine Acquisition
    Corporation, Sunshine Merger Corporation and the Registrant is
    incorporated herein by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on August 30, 2005 (File
    No. 000-28430)2
.3

Asset Purchase Agreement, dated September 30, 2008, by and
    among SS&C Technologies New Jersey, Inc., Micro Design
    Services, LLC and, for the limited purposes stated therein,
    Roman J. Szymansky and Xavier F. Gonzalez is incorporated herein
    by reference to Exhibit 2.1 to the Registrants
    Current Report on
    Form 8-K,
    filed on October 2, 2008 (File
    No. 333-135139)3
.1

Restated Certificate of Incorporation of the Registrant is
    incorporated herein by reference to Exhibit 3.1 to the
    Registrants Registration Statement on
    Form S-4,
    as amended (File
    No. 333-135139)
    (the
    Form S-4)3
.2

Bylaws of the Registrant are incorporated herein by reference to
    Exhibit 3.2 to the
    Form S-44
.1

Indenture, dated as of November 23, 2005, among Sunshine
    Acquisition II, Inc., the Registrant, the Guarantors named on
    the signature pages thereto, and Wells Fargo Bank, National
    Association, as Trustee, relating to the
    113/4% Senior
    Subordinated Notes due 2013, including the form of
    113/4% Senior
    Subordinated Note due 2013, is incorporated herein by reference
    to Exhibit 4.1 to the
    Form S-44
.2

First Supplemental Indenture, dated as of April 27, 2006,
    among Cogent Management Inc., the Registrant and Wells Fargo
    Bank, National Association, as Trustee, relating to the
    113/4% Senior
    Subordinated Notes due 2013, is incorporated herein by reference
    to Exhibit 4.2 to the
    Form S-44
.3

Guarantee of
    113/4% Senior
    Subordinated Notes due 2013 by Financial Models Company Ltd.,
    Financial Models Holdings Inc., SS&C
    Fund Administration Services LLC, OMR Systems Corporation
    and Open Information Systems, Inc. is incorporated herein by
    reference to Exhibit 4.3 to the
    Form S-44
.4

Guarantee of
    113/4% Senior
    Subordinated Notes due 2013 by Cogent Management Inc. is
    incorporated herein by reference to Exhibit 4.4 to the
    Form S-44
.5

Registration Rights Agreement, dated as of November 23,
    2005, among Sunshine Acquisition II, Inc., the Registrant and
    the Guarantors named therein, as Issuers, and Wachovia Capital
    Markets, LLC, J.P. Morgan Securities Inc. and Banc of
    America Securities LLC, as Initial Purchasers, is incorporated
    herein by reference to Exhibit 4.5 to the
    Form S-44
.6

Purchase Agreement, dated as of November 17, 2005, between
    Sunshine Acquisition II, Inc. and the Initial Purchasers named
    in Schedule I thereto is incorporated herein by reference
    to Exhibit 4.6 to the
    Form S-44
.7

Joinder Agreement, dated as of November 23, 2005, executed
    by the Registrant, Financial Models Company Ltd., Financial
    Models Holdings Inc., SS&C Fund Administration
    Services LLC, OMR Systems Corporation and Open Information
    Systems, Inc. is incorporated herein by reference to
    Exhibit 4.7 to the
    Form S-44
.8

Joinder Agreement, dated as of April 27, 2006, executed by
    Cogent Management Inc. is incorporated herein by reference to
    Exhibit 4.8 to the
    Form S-410
.1

Credit Agreement, dated as of November 23, 2005, among
    Sunshine Acquisition II, Inc., the Registrant, SS&C
    Technologies Canada Corp., the several lenders from time to time
    parties thereto, JPMorgan Chase Bank, N.A., as Administrative
    Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
    Administrative Agent, Wachovia Bank, National Association, as
    Syndication Agent, and Bank of America, N.A., as Documentation
    Agent, is incorporated herein by reference to Exhibit 10.1
    to the
    Form S-410
.2

Guarantee and Collateral Agreement, dated as of
    November 23, 2005, made by Sunshine Acquisition
    Corporation, Sunshine Acquisition II, Inc., the Registrant and
    certain of its subsidiaries in favor of JPMorgan Chase Bank,
    N.A., as Administrative Agent, is incorporated herein by
    reference to Exhibit 10.2 to the
    Form S-4




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.3

CDN Guarantee and Collateral Agreement, dated as of
    November 23, 2005, made by SS&C Technologies Canada
    Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase
    Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is
    incorporated herein by reference to Exhibit 10.3 to the
    Form S-410
.4

Assumption Agreement, dated as of April 27, 2006, made by
    Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A.,
    as Administrative Agent, is incorporated herein by reference to
    Exhibit 10.4 to the
    Form S-410
.5*

Stockholders Agreement of Sunshine Acquisition Corporation,
    dated as of November 23, 2005, by and among Sunshine
    Acquisition Corporation, Carlyle Partners IV, L.P., CP IV
    Coinvestment, L.P., William C. Stone and Other Executive
    Stockholders (as defined therein) is incorporated herein by
    reference to Exhibit 10.5 to the
    Form S-410
.6

Registration Rights Agreement, dated as of November 23,
    2005, by and among Sunshine Acquisition Corporation, Carlyle
    Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone
    and Other Executive Investors (as defined therein) is
    incorporated herein by reference to Exhibit 10.6 to the
    Form S-410
.7*

Form of Service Provider Stockholders Agreement of Sunshine
    Acquisition Corporation by and among Sunshine Acquisition
    Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P.
    and the Service Provider Stockholders (as defined therein) is
    incorporated herein by reference to Exhibit 10.7 to the
    Form S-410
.8

Management Agreement, dated as of November 23, 2005,
    between Sunshine Acquisition Corporation, William C. Stone and
    TC Group, L.L.C. is incorporated herein by reference to
    Exhibit 10.8 to the
    Form S-410
.9

SS&C Technologies, Inc. Management Rights Agreement, dated
    as of November 23, 2005, by and among Carlyle Partners IV,
    L.P., CP IV Coinvestment, L.P., Sunshine Acquisition Corporation
    and the Registrant is incorporated herein by reference to
    Exhibit 10.9 to the
    Form S-410
.10*

1998 Stock Incentive Plan, including form of stock option
    agreement, is incorporated herein by reference to
    Exhibit 10.10 to the
    Form S-410
.11*

1999 Non-Officer Employee Stock Incentive Plan, including form
    of stock option agreement, is incorporated herein by reference
    to Exhibit 10.11 to the
    Form S-410
.12*

Form of Option Assumption Notice for 1998 Stock Incentive Plan
    and 1999 Non-Officer Employee Stock Incentive Plan is
    incorporated herein by reference to Exhibit 10.12 to the
    Form S-410
.13*

2006 Equity Incentive Plan is incorporated herein by reference
    to Exhibit 10.1 to the Registrants Current Report on
    Form 8-K,
    filed on August 15, 2006 (File
    No. 333-135139)
    (the August 15, 2006
    8-K)10
.14*

Form of Stock Option Grant Notice and Stock Option Agreement is
    incorporated herein by reference to Exhibit 10.1 to the
    Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2007 (File
    No. 333-135139)10
.15*

Form of Dividend Equivalent Agreement is incorporated herein by
    reference to Exhibit 10.3 to the August 15, 2006
    8-K10
.16*

Form of Stock Award Agreement is incorporated herein by
    reference to Exhibit 10.4 to the August 15, 2006
    8-K10
.17*

Employment Agreement, dated as of November 23, 2005, by and
    between William C. Stone and Sunshine Acquisition Corporation is
    incorporated herein by reference to Exhibit 10.13 to the
    Form S-410
.18

Lease Agreement, dated September 23, 1997, by and between
    the Registrant and Monarch Life Insurance Company, as amended by
    First Amendment to Lease dated as of November 18, 1997, is
    incorporated herein by reference to Exhibit 10.15 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 1997 (File
    No. 000-28430)10
.19

Second Amendment to Lease, dated as of April 1999, between the
    Registrant and New Boston Lamberton Limited Partnership is
    incorporated herein by reference to Exhibit 10.12 to the
    Registrants Annual Report on
    Form 10-K
    for the year ended December 31, 2004 (File
    No. 000-28430)
    (the 2004
    10-K)10
.20

Third Amendment to Lease, effective as of July 1, 1999,
    between the Registrant and New Boston Lamberton Limited
    Partnership is incorporated herein by reference to
    Exhibit 10.13 to the 2004
    10-K




---



##### Table of Contents



ExhibitNumber

Description of Exhibit10
.21

Fourth Amendment to Lease, effective as of June 7, 2005,
    between the Registrant and New Boston Lamberton Limited
    Partnership, is incorporated herein by reference to
    Exhibit 10.5 to the Registrants Quarterly Report on
    Form 10-Q
    for the quarterly period ended June 30, 2005 (File
    No. 000-28430)
    (the Q2 2005
    10-Q)10
.22

Lease Agreement, dated January 6, 1998, by and between
    Financial Models Company Inc. and Polaris Realty (Canada)
    Limited, as amended by First Amendment of Lease, dated as of
    June 24, 1998, and as amended by Second Lease Amending
    Agreement, dated as of November 13, 1998, is incorporated
    herein by reference to Exhibit 10.6 to the Q2 2005
    10-Q10
.23

First Amendment, dated as of March 6, 2007, to the Credit
    Agreement, dated as of November 23, 2005, among the
    Registrant, SS&C Technologies Canada Corp., as CDN
    Borrower, the several banks and other financial institutions or
    entities from time to time parties to the Credit Agreement as
    lenders, Wachovia Bank, National Association, as Syndication
    Agent, JPMorgan Chase Bank, N.A., as administrative agent and
    JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian
    Administrative Agent, is incorporated herein by reference to
    Exhibit 10.1 to the Registrants Current on
    Form 8-K,
    filed on March 9, 2007 (File
    No. 333-135139)10
.24

Fifth Amendment to Lease, dated as of November 1, 2006, by
    and between the Registrant and New Boston Limited Partnership is
    incorporated herein by reference to Exhibit 10.25 to
    SS&C Technologies Holdings, Inc.s Registration
    Statement on
    Form S-1,
    as amended (File
    No. 333-143719)
    (the
    Form S-1)10
.25*

2008 Stock Incentive Plan is incorporated herein by reference to
    Exhibit 10.26 to the
    Form S-110
.26*

Form of 2008 Stock Incentive Plan Stock Option Grant Notice and
    Stock Option Agreement is incorporated herein by reference to
    Exhibit 10.27 to the
    Form S-110
.27*

Amendment No. 1, dated April 22, 2008, to the
    Stockholders Agreement dated as of November 23, 2005, by
    and among SS&C Technologies Holdings, Inc., Carlyle
    Partners IV, L.P., CP IV Coinvestment, L.P. and William C. Stone
    is incorporated herein by reference to Exhibit 10.28 to the
    Form S-110
.28*

Amendment No. 1, dated April 22, 2008, to the Service
    Provider Stockholders Agreement dated as of November 23,
    2005, by and among SS&C Technologies Holdings, Inc.,
    Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. is
    incorporated herein by reference to Exhibit 10.29 to the
    Form S-110
.29

Amendment No. 1, dated April 22, 2008, to the
    Management Agreement dated as of November 23, 2005, by and
    among SS&C Technologies Holdings, Inc., William C. Stone
    and TC Group, L.L.C. is incorporated herein by reference to
    Exhibit 10.30 to the
    Form S-112


Statement of Computation of Ratio of Earnings to Fixed Charges21


Subsidiaries of the Registrant31
.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 1351, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002     *
    
    Management contract or compensatory plan or arrangement filed
    herewith in response to Item 15(a)(3) of the Instructions
    to the Annual Report on
    Form 10-K.
    
    The Registrant hereby agrees to furnish supplementally a copy of
    any omitted schedules to this agreement to the Securities and
    Exchange Commission upon its request.
    
    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.