##### Table of Contents





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, 2007oro

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
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  Large accelerated
    filer o

Accelerated
    filer o

Non-accelerated
    filer þ
    (Do not check if a smaller reporting company)

Smaller reporting
    company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE:




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##### 





SS&C
    TECHNOLOGIES, INC.
  YEAR 2007
    FORM 10-K
    ANNUAL REPORT
  TABLE OF CONTENTS
   
 PagePART IItem 1.


Business


4Item 1A.


Risk Factors


22Item 1B.


Unresolved Staff Comments


30Item 2.


Properties


30Item 3.


Legal Proceedings


30Item 4.


Submission of Matters to a Vote of Security
    Holders


31PART IIItem 5.


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


32Item 6.


Selected Financial Data


32Item 7.


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


33Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


48Item 8.


Financial Statements and Supplementary Data


49Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


49Item 9A(T).


Controls and Procedures


49Item 9B.


Other Information


50PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


51Item 11.


Executive Compensation


52Item 12.


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


66Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


68Item 14.


Principal Accountant Fees and Services


69PART IVItem 15.


Exhibits and Financial Statement Schedules


71Signatures


72Consolidated 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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##### Table of Contents



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
     4




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##### Table of Contents



RealEstateAlternative


Corporate





Institutional


Insurance





Municipal


Leasing/Selected

Investment


Treasury


Financial


Asset


& Pension


Commercial


Finance


PropertyFunctionality

Managers


Groups


Institutions


Managers


Funds


Lenders


Groups


ManagersPortfolio Management/Accounting


ü



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           Our
    Industry
   5




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Rapidly Growing Worldwide Financial Services
    Industry.
  Increasing Willingness to Implement Solutions from
    Independent Software Vendors and Outsource IT
    Operations. best-in-class
  Asset Classes and Securities Products Growing in Both
    Number and Complexity.
  Increasing Regulatory
    Requirements.
 6




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Intense Global Competition Among Financial Services
    Providers.
  Our
    Competitive Strengths
    Broad Portfolio of Products and Services Focused on
    Financial Services Organizations.
  Enhanced Profitability Through Software
    Ownership.
  Attractive Operating Model.
  Growing Contractually Recurring Revenues.
  Scalable Software and Software-enabled
    Services.
 7




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Significant Operating Cash Flow.
  Highly Effective Sales and Marketing Model. eBriefings eBriefings
  Deep Domain Knowledge and Extensive Industry
    Experience.
  Trusted Provider to Our Highly Diversified and Growing
    Client Base.
  Superior Client Support and Focus.
  Our
    Growth Strategy
    Continue to Develop Software-Enabled Services and New
    Proprietary Software.
 8




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Expand Our Client Base.
  Increase Revenues from Existing
    Clients.
  Continue to Capitalize on Acquisitions of Complementary
    Businesses and Technologies.
  Strengthen Our International
    Presence. U.S.-based
 9




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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

FMC suite of productsJune 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 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. 10




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##### Table of Contents



Products
    and Services
      Products

Typical Users

Vertical Markets ServedPortfolio Management/AccountingAdvisorWare
    Altair
    CAMRA
    CAMRA D Class
    Debt & Derivatives
    FundRunnerFundRunnerInvestorsite
    FundRunnerMarathon
    Lightning
    Pacer
    Pages
    PALMS
    PortPro
    Recon
    SS&C Wealth Management Suite Front Office
    Sylvan

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

Alternative investment managers Corporate treasury groups
    Financial institutions
    Institutional asset managers Insurance & pension fundsTotal Return 11




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##### Table of Contents



Products

Typical Users

Vertical Markets ServedTrading/Treasury OperationsAntares
    Heatmaps
    MarginMan
    Suite Front Office
    TradeDesk
    TradeThru

Securities traders
    Financial institutions
    Risk managers
    Foreign exchange traders
    Asset managers

Alternative investment managers
    Corporate treasury groups
    Financial institutions
    Institutional asset managers
    Insurance & pension fundsFinancial ModelingAnalyticsExpress
    DBC (family of products)
    Finesse HD
    PTS

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

Insurance & pension funds
    Financial institutions
    Municipal finance groupsLoan 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
    Financial institutions
    Insurance & pension fundsProperty ManagementSKYLINE (family of products)
    SamTrak

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

Real estate leasing/property
    managersMoney Market ProcessingInformation Manager
    Money Market Manager

Financial institutions
    Custodians
    Security lenders
    Cash managers

Financial institutionsTrainingZoologic Learning Solutions

Financial institutions
    Asset managers
    Hedge fund managers
    Investment bankers

All verticals   Services

Typical Users

Vertical Markets ServedSoftware-enabled servicesSS&C Direct

Portfolio managers

Alternative investment managersSS&C Fund Services

Asset managers

Financial institutionsSSCNet

Fund administrators

Institutional asset managersSVC

Investment advisors

Insurance and pension fundsAlternative investment managersSecurities traders   Portfolio
    Management/Accounting
   12




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##### Table of Contents



AdvisorWare. and/or
  Altair.
  CAMRA.
      CAMRA D Class.
  Debt & Derivatives.
  FundRunner. Runner Runner Runner
  FundRunner Runner Runner
  FundRunner Marathon. Runner
  Lightning.
  Pacer.
 13




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##### Table of Contents



Pages.
  PALMS.
  PortPro.
  Recon.
  SS&C Wealth Management.
  Suite Front Office.
  Sylvan.
  Total Return.
  Trading/Treasury
    Operations
    Antares.
  Heatmaps.
 14




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##### Table of Contents



MarginMan.
  TradeDesk.
  TradeThru.
  Financial
    Modeling
    AnalyticsExpress.
  DBC Product Suite.
  
    general bond structures;
    revenue bonds;
    housing bonds;
    student loans; and
    Federal Housing Administration  insured revenue bonds
    and securitizations.    Finesse HD.
  PTS.
  Loan
    Management/Accounting
    LMS Loan Suite.
 15




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LMS Originator.
  LMS Servicer.
  The BANC Mall.
  Property
    Management
  SKYLINE.
  
    commercial
    retirement communities
    residential
    universities
    retail
    hospitals  SamTrak.
  Money
    Market Processing
  Information Manager.
  Money Market Manager.
  Training
  Zoologic Learning Solutions. mix-and-match
 16




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Software-Enabled
    Services
  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
    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.
 17




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##### Table of Contents



Software License and Related Maintenance
    Agreements.
  Blended Solutions.
  Professional
    Services
    Product
    Support
  eBriefings e.Training
    Clients
   18




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##### Table of Contents



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.      Product
    Development and Engineering
      Competition
   19




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##### Table of Contents



Alternative Investments:
  Asset Management:
  Insurance and Pension Funds:
    Real Estate Property Management:
  Financial Institutions:
 20




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##### Table of Contents



Commercial Lending:
  Corporate Treasury:
  Proprietary
    Rights
  and/or
    Employees
    
    195 employees in research and development;
    579 employees in consulting and services;
    77 employees in sales and marketing;
    94 employees in client support; and
    114 employees in finance and administration. 21




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##### Table of Contents



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;
    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.
   22




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Despite
    current indebtedness levels, we and our subsidiaries may still
    be able to incur substantially more debt. This could further
    exacerbate the risks associated with our substantial financial
    leverage.
    Restrictive
    covenants in the indenture governing the notes and the agreement
    governing our senior credit facilities may restrict our ability
    to pursue our business strategies.
    
    incur additional indebtedness;
    sell assets, including capital stock of restricted subsidiaries;
    agree to payment restrictions affecting our restricted
    subsidiaries;
    pay dividends;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our assets;
    make strategic acquisitions;
    enter into transactions with our affiliates;
    incur liens; and
    designate any of our subsidiaries as unrestricted subsidiaries.        
    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, 23




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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.
    
    cancel or reduce planned expenditures for our products and
    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.  3 4
  Further
    or accelerated consolidations in the financial services industry
    could result in a decline in demand for our products and
    services.
   24




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We
    expect that our operating results, including our profit margins
    and profitability, may fluctuate over time.
    
    the timing of the introduction and the market acceptance of new
    products, product enhancements or services by us or our
    competitors;
    the lengthy and often unpredictable sales cycles of large client
    engagements;
    the amount and timing of our operating costs and other expenses;
    the financial health of our clients;
    changes in the volume of assets under our clients
    management;
    cancellations of maintenance
    and/or
    software-enabled services arrangements by our clients;
    changes in local, national and international regulatory
    requirements;
    changes in our personnel;
    implementation of our licensing contracts and software-enabled
    services arrangements;
    changes in economic and financial market conditions; and
    changes in the mix in the types of products and services we
    provide.  If we
    are unable to retain and attract clients, our revenues and net
    income would remain stagnant or decline.
    
    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.
     25




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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.
    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.   26




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If we
    cannot attract, train and retain qualified managerial, technical
    and sales personnel, we may not be able to provide adequate
    technical expertise and customer service to our clients or
    maintain focus on our business strategy.
        If we
    are unable to protect our proprietary technology, our success
    and our ability to compete will be subject to various risks,
    such as third-party infringement claims, unauthorized use of our
    technology, disclosure of our proprietary information or
    inability to license technology from third
    parties.
  and/or
   27




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##### Table of Contents



We
    could become subject to litigation regarding intellectual
    property rights, which could seriously harm our business and
    require us to incur significant costs, which, in turn, could
    reduce or eliminate profits.
    Our
    failure to continue to derive substantial revenues from the
    licensing of, or the provision of software-enabled services
    related to, our CAMRA, TradeThru, Pacer, AdvisorWare and Total
    Return software, and the provision of maintenance and
    professional services in support of such licensed software,
    could adversely affect our ability to sustain or grow our
    revenues and harm our business, financial condition and results
    of operations.
    We may
    be unable to adapt to rapidly changing technology and evolving
    industry standards and regulatory requirements, and our
    inability to introduce new products and services could result in
    a loss of market share.
   28




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##### Table of Contents




    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.
    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.   29




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##### Table of Contents



We are
    controlled by The Carlyle Group, whose interests may not be
    aligned with yours.
    Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties    Item 3.
    Legal
    Proceedings    No. 1525-N No. 1541-N and/or
   30




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Item 4.
    Submission
    of Matters to a Vote of Security Holders   31




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##### Table of Contents



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


Combined(1)


Successor


Year Ended December 31,Year


Year


Year


November 23


January 1Ended


Ended


Ended


through


throughDecember 31,


December 31,


December 31,


December 31,


November 22,2007(6)


2006(5)


2005(4)


2005


2005


2004(3)


2003(2)(In thousands)Statement of Operations Data:Revenues

$
248,168


$
205,469


$
161,634


$
17,665


$
143,969


$
95,888


$
65,531Operating income


48,730



43,869



9,239



5,463



3,776



29,413



18,378Net income


6,575



1,075



1,543



831



712



19,010



11,796Cash dividends declared per share









$
0.08






$
0.08


$
0.22


$
0.067   Successor


Predecessor2007(6)


2006(5)


2005(4)


2004(3)


2003(2)Balance Sheet Data (at period end):Total assets

$
1,190,495


$
1,152,521


$
1,176,371


$
185,663


$
82,585Total long-term debt, including current portion


443,009



471,929



488,581







Stockholders equity


612,593



563,132



577,133



156,094



61,588     (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 December 12, 2003, we acquired the assets and business
    of Amicorp Groups fund services business.(3)
    
    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.(4)
    
    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 32




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##### Table of Contents



MarginMan. On October 31, 2005, we acquired all the
    outstanding stock of Open Information Systems, Inc. See
    Notes 2 and 10 of notes to our consolidated financial
    statements.(5)
    
    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.(6)
    
    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.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Overview
         33




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##### Table of Contents



The
    Going-Private Transaction
      Effect of
    the Going-Private Transaction
        WeightedAverageCarrying


AmortizationValue


Period(In millions)Customer relationships

$
197.1



11.5 yearsCompleted technology

$
55.7



8.5 yearsTrade names

$
17.2



13.9 yearsExchange relationships

$
1.4



10 yearsOther

$
0.7



3 years  34




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##### Table of Contents



Strategic
    Acquisitions
      Acquired Business

Acquisition Date

DescriptionNorthport

March 12, 2007

Alternative investment fund management servicesZoologic

August 31, 2006

Web-based training softwareCogent Management

March 3, 2006

Alternative investment fund management servicesOpen Information Systems

October 31, 2005

Money market processing software and servicesMarginMan

August 24, 2005

Collateralized trading software and servicesFinancial Interactive

June 3, 2005

Investor relations software and servicesFinancial Models Company

April 19, 2005

Investment management software and servicesEisnerFast

February 28, 2005

Alternative investment fund management servicesAchievement Technologies

February 11, 2005

Facilities management software   Critical
    Accounting Estimates and Assumptions
    Revenue
    Recognition
       35




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##### Table of Contents



No. 97-2, (SOP 97-2)
      man-hours
  Allowance
    for Doubtful Accounts
    Long-lived
    Assets, Intangible Assets and Goodwill
     36




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##### Table of Contents




    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.    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; 37




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##### Table of Contents




    the continued risks associated with our business;
    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.    Weighted-Average Fair Value ofFair 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 April 2007,
    as more fully described in Note 9 to the consolidated
    financial statements for the year ended December 31, 2007.  Income
    Taxes
       38




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##### Table of Contents



Results
    of Operations for the Years Ended December 31, 2007, 2006
    and 2005
    Successor


PredecessorPeriod from


Period fromSuccessor


Combined


November 23,


January 1,Year Ended


Year Ended


Year Ended


2005 through


2005 throughDecember 31,


December 31,


December 31,


December 31,


November 22,


Percent Change from Prior Year2007  ,


2006  ,


2005  ,


2005  ,


2005  ,


2007


2006  ,Revenues:Software licenses

$
27,514


$
22,925


$
23,734


$
3,587


$
20,147



20.0
%


(3.4
)%Maintenance


61,910



55,222



47,765



3,701



44,064



12.1



15.6Professional services


17,491



19,582



15,085



2,520



12,565



(10.7
)


29.8Software-enabled services


141,253



107,740



75,050



7,857



67,193



31.1



43.6Total revenues

$
248,168


$
205,469


$
161,634


$
17,665


$
143,969



20.8



27.1     Year EndedDecember 31,2007


2006


2005Revenues:Software licenses


11.1
%


11.2
%


14.7
%Maintenance


25.0



26.9



29.6Professional services


7.0



9.5



9.3Software-enabled services


56.9



52.4



46.4   Comparison
    of Years Ended December 31, 2007, 2006 and 2005
  Revenues
   39




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##### Table of Contents



Software
    Licenses
    Maintenance
    Professional
    Services
    Software-Enabled
    Services
   40




---



##### Table of Contents



Cost of
    Revenues
    Cost
    of Software License Revenues
    Cost
    of Maintenance Revenues
    Cost
    of Professional Services Revenues
   41




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##### Table of Contents



Cost
    of Software-Enabled Services Revenues
    Operating
    Expenses
    Selling
    and Marketing
    Research
    and Development
    General
    and Administrative
   42




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##### Table of Contents



Merger
    Costs Related to the Transaction
    Interest
    Income, Interest Expense and Other Income, Net
    Provision
    for Income Taxes
    Liquidity
    and Capital Resources
       43




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##### Table of Contents



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

$
443,009


$
2,429


$
4,857


$
230,723


$
205,000


$
Interest payments(1)


218,047



40,784



80,890



72,285



24,088



Operating lease obligations(2)


45,676



7,665



14,729



12,428



10,854



Purchase obligations(3)


3,058



1,924



604



509



21



FIN 48 liability and interest(4)


6,712



















6,712Total contractual obligations

$
716,502


$
52,802


$
101,080


$
315,945


$
239,963


$
6,712     (1)
    
    Reflects interest payments on our term loan facility at an
    assumed interest rate of three-month LIBOR of 4.83% plus 2.0%
    for U.S. dollar loans and CDOR of 4.81% plus 2.85% for Canadian
    dollar loans, interest payments on our revolving credit facility
    at an assumed interest rate of one-month LIBOR of 4.83% plus
    2.75% 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 $1.5 million, $1.4 million and
    $0.4 million for the years ended December 31, 2007,
    2006 and 2005, 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, 2007, our FIN 48 liability and
    related net interest payable were $6.5 million and
    $0.2 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
   44




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##### Table of Contents



113 4
    Senior
    Credit Facilities
          113/4% Senior
    Subordinated Notes due 2013
  3 4 pari passu
   45




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Covenant
    Compliance
           46




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
    Consolidated EBITDA does not reflect the provision of income tax
    expense in our various jurisdictions;
    Consolidated EBITDA does not reflect the significant interest
    expense we incur as a result of our debt leverage;
    Consolidated EBITDA does not reflect any attribution of costs to
    our operations related to our investments and capital
    expenditures through depreciation and amortization charges;
    Consolidated EBITDA does not reflect the cost of compensation we
    provide to our employees in the form of stock option
    awards; and
    Consolidated EBITDA excludes expenses that we believe are
    unusual or non-recurring, but which others may believe are
    normal expenses for the operation of a business.    SuccessorPeriod from


PredecessorNovember 23,


Period fromSuccessor


Combined



2005


January 1Year Ended


Year Ended


Year Ended



through


throughDecember 31,


December 31,


December 31,



December 31,


November 22,2007


2006


2005



2005


2005(In thousands)Net income

$
6,575


$
1,075


$
1,543



$
831


$
712Interest expense (income), net


44,524



47,039



5,951




4,890



1,061Income tax (benefit) provision


(458
)


(3,789
)


2,658








2,658Depreciation and amortization


35,047



27,128



11,876




2,301



9,575EBITDA


85,688



71,453



22,028




8,022



14,006Purchase accounting adjustments(1)


(296
)


3,017



616




616



Merger costs










36,912








36,912Capital-based taxes


1,721



1,841












Unusual or non-recurring charges(2)


(1,718
)


1,485



(979
)



(242
)


(737
)Acquired EBITDA and cost savings(3)


135



1,147



14,893




85



14,808Stock-based compensation


10,979



3,871












Other(4)


2,158



1,184



107




107



Consolidated EBITDA, as defined

$
98,667


$
83,998


$
73,577



$
8,588


$
64,989     (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. 47




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##### Table of Contents



(2)
    
    Unusual or non-recurring charges include foreign currency gains
    and losses, gains and losses on the sales of marketable
    securities, 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


6.75
x


4.30
xMinimum Consolidated EBITDA to consolidated net interest
    coverage ratio


1.50
x


2.34
x   Recent
    Accounting Pronouncements
        Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk   48




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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)
 49




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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.            Changes
    in Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
  Item 9B.
    Other
    Information   50




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##### Table of Contents



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

Age

PositionWilliam C. Stone


52


Chairman of the Board and Chief Executive OfficerNormand A. Boulanger


46


President, Chief Operating Officer and DirectorPatrick J. Pedonti


56


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


61


Senior Vice President and General CounselWilliam A. Etherington


66


DirectorAllan M. Holt


56


DirectorTodd R. Newnam


37


DirectorClaudius (Bud) E. Watts IV


46


Director     William C. Stone
  Normand A. Boulanger
  Patrick J. Pedonti
  Stephen V. R. Whitman
  William A. Etherington
  Allan M. Holt
 51




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##### Table of Contents



Todd R. Newnam
  Claudius (Bud) E. Watts IV
  Committees
    of our Board of Directors
      Compensation
    Committee.
  
    reviewing and approving, or making recommendations to our board
    of directors with respect to, the compensation of our chief
    executive officer and our other executive officers;
    overseeing and administering our cash and equity incentive plans;
    reviewing and making recommendations to our board with respect
    to director compensation; and
    preparing the compensation committee report required by
    Securities and Exchange Commission rules.  Code of
    Business Conduct and Ethics
  Form 8-K.
  Item 11.
    Executive
    Compensation  Compensation
    Discussion and Analysis
   52




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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; 53




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##### Table of Contents




    perquisites; and
    severance and change-of-control benefits.    Base
    Salary
      Discretionary
    Annual Cash Bonus
     54




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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.   55




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##### Table of Contents



Perquisites
      Severance
    and Change-of-Control Benefits
     56




---



##### Table of Contents



Accounting
    and Tax Implications
    Compensation
    Committee Report
  Form 10-K.
       57




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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


2007


$
591,667


$
1,175,000


$
1,713,901


$
3,552
(2)

$
3,484,120Chief Executive Officer


2006



500,000



895,000



597,582



3,552



1,996,134Normand A. Boulanger


2007



395,833



600,000



1,285,437



3,360
(3)


2,284,630Chief Operating Officer


2006



350,000



440,000



448,188



3,240



1,241,508Patrick J. Pedonti


2007



222,917



225,000



642,734



3,887
(4)


1,094,538Chief Financial Officer


2006



200,000



165,000



224,094



3,774



592,254Stephen V.R. Whitman


2007



203,750



150,000



342,811



4,213
(5)


700,774General Counsel


2006



190,000



100,000



119,515



3,722



412,819     (1)
    
    The amounts in this column for 2007 and 2006 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, 2007
    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 $887 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 $1,213 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;
    An annual base salary of at least $500,000; 58




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##### Table of Contents




    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 59




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##### Table of Contents



Carlyle), Mr. Stone, any employee or group of employees of
    SS&C Holdings, or affiliates of any of the 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.    2007
    Grants of Plan-Based Awards
    1998
    Stock Incentive Plan
    1999
    Non-Officer Employee Stock Incentive Plan
   60




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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. 61




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
    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.     62




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##### Table of Contents



2007
    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)









$
7.334



2/17/201075,000
(1)










6.60



5/31/2011150,000
(1)










15.986



4/8/201336,976
(2)


34,017
(2)






74.50



8/9/201625,559
(3)






45,434
(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)










14.962



2/6/201327,732
(2)


25,513
(2)






74.50



8/9/201619,169
(3)






34,076
(3)


74.50



8/9/2016







26,622
(4)


74.50



8/9/2016Patrick J. Pedonti


15,000
(1)










16.56



8/1/201213,866
(2)


12,757
(2)






74.50



8/9/20169,585
(3)






17,037
(3)


74.50



8/9/2016







13,311
(4)


74.50



8/9/2016Stephen V.R. Whitman


7,461
(1)










14.962



2/6/20137,395
(2)


6,804
(2)






74.50



8/9/20165,112
(3)






9,086
(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. 63




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##### Table of Contents



2007
    Option Exercises
    2007
    Pension Benefits
    2007
    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

$
1,200,000
(3)

$



$



$



$
Target annual bonus


900,000
(4)










450,000
(5)


450,000
(5)Stock Options(6)


1,402,940
(7)










1,402,940
(7)


1,402,940
(7)Health and welfare benefits


37,351
(8)














Tax gross up payment


2,612,318
(9)














Disability benefits


















Life insurance proceeds














Total

$
6,152,609


$



$



$
1,852,940


$
1,852,940     (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.(3)
    
    Consists of 200% of 2007 base salary payable promptly upon
    termination. 64




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##### Table of Contents



(4)
    
    Consists of 200% of 2007 target annual bonus payable promptly
    upon termination. The compensation committee did not set a
    formal 2007 target annual bonus for Mr. Stone. The figure
    used for the 2007 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 2007, payable
    within 30 business days of termination. The compensation
    committee did not set a formal 2007 target annual bonus for
    Mr. Stone. The figure used for the 2007 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 $98.91 per share as of
    December 31, 2007. 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 57,474 shares of SS&C
    Holdings common stock, which is equal to 50% of all unvested
    options held by Mr. Stone on December 31, 2007.(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


86,211


$
2,104,411Patrick J. Pedonti


43,105



1,052,193Stephen V.R. Whitman


22,989



561,161     (1)
    
    The value of unvested options was calculated by multiplying the
    number of shares underlying unvested options by $98.91, the
    estimated fair market value of SS&C Holdings common
    stock on December 31, 2007, and then deducting the
    aggregate exercise price for these options. The common stock of
    SS&C Holdings is privately 65




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##### Table of Contents



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.  Director
    Compensation
    2007 Director
    Compensation
  Fees Earned orPaid in Cash


Option Awards


TotalName

($)(1)


($)(2)


($)William Etherington

$
32,500






$
32,500     (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 $32,500 for his service as a director in 2007.(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.      66




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##### Table of Contents



Shares Owned(1)Name of Beneficial Owner

Number


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


5,114,095



72.2
%William A. Etherington(3)


2,500



*Allan M. Holt(4)






Claudius (Bud) E. Watts IV(4)






Todd Newnam(4)






William C. Stone(5)


2,326,472



31.2
%Normand A. Boulanger(6)


111,620



1.6
%Patrick J. Pedonti(7)


39,562



*Stephen V.R. Whitman(8)


20,560



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


2,498,214



32.8
%     *
    
    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, 2007 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 4,915,571 and 198,524 shares of common stock of
    Holdings, respectively. TC Group IV, 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, 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, L.L.C., TC Group, L.L.C. and TCG
    Holdings, L.L.C. each may be deemed owners of shares of common
    stock of SS&C Holdings 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 of SS&C Holdings 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, 2007.(4)
    
    Does not include 5,114,095 shares held by investment funds
    associated with or designated by The Carlyle Group.
    Messrs. Holt, Watts and Newnam 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 365,493 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2007. The principal address
    of Mr. Stone is
    c/o SS&C
    Technologies, Inc., 80 Lamberton Road, Windsor, CT 06095.(6)
    
    Consists of 111,620 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2007.(7)
    
    Consists of 39,562 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2007. 67




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##### Table of Contents



(8)
    
    Consists of 20,560 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2007.(9)
    
    Includes 537,235 shares subject to outstanding stock
    options exercisable on or within the
    60-day
    period following December 31, 2007.  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


1,620,671


$
57.78



172,921Equity compensation plans not approved by security holders










Total


1,620,671


$
57.78



172,921   Item 13.
    Security
    Certain Relationships and Related Transactions  Transactions
    with Related Persons
  Carlyle
    Management Agreement
    RLI
    Insurance Company
    Other
    Transactions
   68




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##### Table of Contents



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


FiscalFee Category

2007


2006Audit Fees(1)

$
1,122,811


$
703,531Audit-Related Fees(2)


375,700



327,974Tax Fees(3)


325,953



630,619All Other Fees(4)


1,500



1,500Total Fees

$
1,825,964


$
1,663,624     (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 our filings of Form S-1 in 2007 and
    Form S-4
    in 2006, 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 and
    the Transaction, 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 2006 or 2007 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
    $194,451 of the total tax fees billed in 2007 and $309,249 of
    the total tax fees billed in 2006. 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 2006 or 2007 related to services provided under the de
    minimis exception to the audit committee pre-approval
    requirements.(4)
    
    All other fees for 2007 and 2006 consist of the licensing of
    accounting and finance research technology owned by
    PricewaterhouseCoopers LLP. None of the all other fees billed in
    2007 or 2006 were provided under the de minimis exception to the
    audit committee pre-approval requirements. 69




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##### Table of Contents



Audit
    Committee Pre-Approval Policies and Procedures
   70




---



##### Table of Contents



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, 2007 and 2006 (Successor)


F-2Consolidated Statements of Operations for the
    years ended December 31, 2007 and 2006 (Successor), for the
    period from November 23, 2005 through December 31,
    2005 (Successor) and for the period from January 1, 2005
    through November 22, 2005 (Predecessor)


F-3Consolidated Statements of Cash Flows for the
    years ended December 31, 2007 and 2006 (Successor), for the
    period from November 23, 2005 through December 31,
    2005 (Successor) and for the period from January 1, 2005
    through November 22, 2005 (Predecessor)


F-4Consolidated Statements of Changes in
    Stockholders Equity for the period from January 1,
    2005 through November 22, 2005 (Predecessor), for the
    period from November 23, 2005 through December 31,
    2005 (Successor) and for the years ended December 31, 2007
    and 2006 (Successor)


F-5Notes to Consolidated Financial Statements


F-6   Financial Statement Schedules
    Exhibits
   71




---



##### 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 28, 2008/s/  Patrick
    J. PedontiPatrick
    J. Pedonti

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

March 28, 2008/s/  Normand
    A. BoulangerNormand
    A. Boulanger

Director

March 28, 2008/s/  William
    A. EtheringtonWilliam
    A. Etherington

Director

March 28, 2008/s/  Allan
    M. HoltAllan
    M. Holt

Director

March 28, 2008/s/  Todd
    R. NewnamTodd
    R. Newnam

Director

March 28, 2008/s/  Claudius
    E. Watts, IVClaudius
    E. Watts, IV

Director

March 28, 2008  72




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM        
     REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      
    F-1




---



##### Table of Contents



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


December 31,2007


2006(In thousands, except per share data)ASSETSCurrent assets:Cash and cash equivalents

$
19,175


$
11,718Accounts receivable, net of allowance for doubtful accounts of
    $1,248 and $1,670, respectively (Note 3)


39,546



31,695Prepaid expenses and other current assets


9,585



7,823Deferred income taxes


1,169



Total current assets


69,475



51,236Property and equipment:Leasehold improvements


4,522



2,850Equipment, furniture, and fixtures


17,532



12,16822,054



15,018Less accumulated depreciation


(9,014
)


(4,999
)Net property and equipment


13,040



10,019Goodwill


860,690



820,470Intangible and other assets, net of accumulated amortization of
    $55,572 and $24,260, respectively


247,290



270,796Total assets

$
1,190,495


$
1,152,521LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Current portion of long-term debt (Note 6)

$
2,429


$
5,694Accounts payable


2,558



2,305Income taxes payable


3,181



191Accrued employee compensation and benefits


11,668



8,961Other accrued expenses


10,053



7,157Interest payable


2,090



2,177Deferred income taxes (Note 5)






384Deferred maintenance and other revenue


29,480



25,679Total current liabilities


61,459



52,548Long-term debt, net of current portion (Note 6)


440,580



466,235Other long-term liabilities


10,216



1,088Deferred income taxes (Note 5)


65,647



69,518Total liabilities


577,902



589,389Commitments and contingenciesStockholders equity (Notes 4 and 9):Common stock, $0.01 par value, 1 share authorized;
    1 share issued and outstanding






Additional paid-in capital


570,497



559,527Accumulated other comprehensive income


33,615



1,699Retained earnings


8,481



1,906Total stockholders equity


612,593



563,132Total liabilities and stockholders equity

$
1,190,495


$
1,152,521    F-2




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##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF OPERATIONS
  Successor



PredecessorPeriod from



Period fromNovember 23,



January 1,2005



2005Year Ended


Year Ended


through



throughDecember 31,


December 31,


December 31,



November 22,2007


2006


2005



2005(In thousands)Revenues:Software licenses

$
27,514


$
22,925


$
3,587



$
20,147Maintenance


61,910



55,222



3,701




44,064Professional services


17,491



19,582



2,520




12,565Software-enabled services


141,253



107,740



7,857




67,193Total revenues


248,168



205,469



17,665




143,969Cost of revenues:Software licenses


9,616



9,216



856




2,963Maintenance


26,038



20,415



1,499




10,393Professional services


14,277



12,575



861




7,849Software-enabled services


78,951



57,810



4,411




37,799Total cost of revenues


128,882



100,016



7,627




59,004Gross profit


119,286



105,453



10,038




84,965Operating expenses:Selling and marketing


19,701



17,598



1,364




13,134Research and development


26,282



23,620



2,071




19,199General and administrative


24,573



20,366



1,140




11,944Merger costs related to the Transaction















36,912Total operating expenses


70,556



61,584



4,575




81,189Operating income


48,730



43,869



5,463




3,776Interest income


939



388



30




1,031Interest expense


(45,463
)


(47,427
)


(4,920
)



(2,092
)Other income, net


1,911



456



258




655Income (loss) before income taxes


6,117



(2,714
)


831




3,370(Benefit) provision for income taxes (Note 5)


(458
)


(3,789
)







2,658Net income

$
6,575


$
1,075


$
831



$
712    F-3




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##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  Successor



PredecessorPeriod from



Period fromNovember 23,



January 1,2005



2005Year Ended


Year Ended


through



throughDecember 31,


December 31,


December 31,



November 22,2007


2006


2005



2005(In thousands)Cash flow from operating activities:Net income

$
6,575


$
1,075


$
831



$
712Adjustments to reconcile net income to net cash provided by
    operating activities:Depreciation and amortization


35,047



27,128



2,301




9,575Stock compensation expense


10,979



3,871








Foreign exchange gains on debt


(768
)


(15
)







Income tax benefit related to exercise of stock options















3,177Amortization of loan origination costs


2,317



2,754



159




82Equity losses (earnings) in long-term investment


187



(456
)







Net realized gains on marketable securities















(641
)Loss (gain) on sale or disposition of property and equipment


105



4



(15
)



15Deferred income taxes


(6,115
)


(10,112
)


(1,107
)



(337
)Provision for doubtful accounts


336



424



41




945Changes in operating assets and liabilities, excluding effects
    from acquisitions:Accounts receivable


(6,635
)


2,509



(395
)



(5,442
)Prepaid expenses and other assets


(1,723
)


(2,044
)


(798
)



(1,287
)Income taxes receivable






7,844



654




(8,286
)Accounts payable


101



(114
)


(801
)



240Accrued expenses


10,745



(3,088
)


4,178




34,891Income taxes payable


2,790



(247
)


(3
)



(619
)Deferred maintenance and other revenue


3,116



1,176



(130
)



(909
)Net cash provided by operating activities


57,057



30,709



4,915




32,116Cash flow from investing activities:Additions to property and equipment


(7,717
)


(4,223
)


(276
)



(2,488
)Proceeds from sale of property and equipment


8



1



15




3Cash paid for business acquisitions, net of cash acquired
    (Note 10)


(5,130
)


(13,979
)







(207,919
)Additions to capitalized software






(425
)







Acquisition of SS&C Technologies, Inc.










(877,000
)



Purchase of long-term investment















(2,000
)Purchases of marketable securities















(88,250
)Sales of marketable securities















190,159Net cash used in investing activities


(12,839
)


(18,626
)


(877,261
)



(110,495
)Cash flow from financing activities:Cash received from other borrowings


5,200



17,400








83,000Repayment of debt and acquired debt


(42,688
)


(34,518
)


(2,345
)



(8,016
)Issuance of common stock















930Exercise of options















2,549Income tax benefit related to exercise of stock options















Purchase of common stock for treasury















(5,584
)Transactions involving SS&C Technologies Holdings, Inc.
    common stock


80



691








Cash received from borrowings for the Transaction










490,000




Initial capital contributions










381,000




Common stock dividends















(3,718
)Net cash (used in) provided by financing activities


(37,408
)


(16,427
)


868,655




69,161Effect of exchange rate changes on cash


647



478



26




(446
)Net increase (decrease) in cash and cash equivalents


7,457



(3,866
)


(3,665
)



(9,664
)Cash and cash equivalents, beginning of period


11,718



15,584



19,249




28,913Cash and cash equivalents, end of period

$
19,175


$
11,718


$
15,584



$
19,249Supplemental disclosure of cash paid (refunded) for:Interest

$
43,451


$
45,549


$
3,491



$
1,384Income taxes, net

$
(1,627
)

$
(635
)

$
407



$
7,441Supplemental 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 Periods January 1, 2005 through
    November 22, 2005 (Predecessor) and November 23,
    2005
 through December 31, 2005 and the
 Years Ended December 31, 2007 and 2006 (Successor)
  Common Stock








AccumulatedNumber





Additional





Other





Total


Totalof Issued





Paid-in


Retained


Comprehensive


Treasury


Stockholders


ComprehensiveShares


Amount


Capital


Earnings


Income


Stock


Equity


Income(In thousands, except per share amounts)PredecessorBalance, at December 31, 2004


31,276


$
313


$
185,032


$
23,029


$
1,140


$
(53,420
)

$
156,094Net income














712











712


$
712Foreign exchange translation adjustment


















7,215







7,215



7,215Change in unrealized gain on investments, net of tax


















(654
)






(654
)


(654
)Total comprehensive income





























$
7,273Exercise of options


390



4



2,545















2,549Issuance of common stock


406



4



10,220















10,224Issuance of warrants










691















691Purchase of common stock






















(5,584
)


(5,584
)Cash dividends declared  $0.08 per share














(1,868
)










(1,868
)Income tax benefit related to exercise of stock options










3,177















3,177Balance, at November 22, 2005


32,072


$
321


$
201,665


$
21,873


$
7,701


$
(59,004
)

$
172,556SuccessorInvestment by SS&CTechnologies Holdings, Inc.


1


$



$
554,965


$



$



$



$
554,965Net income














831











831


$
831Foreign exchange translation adjustment


















1,232







1,232



1,232Change in unrealized gain on interest rate swaps, net of tax


















105







105



105Total comprehensive income





























$
2,168Balance, 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&CTechnologies 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&CTechnologies Holdings, Inc. common stock










(9
)














(9
)Balance, at December 31, 2007


1


$



$
570,497


$
8,481


$
33,615


$



$
612,593    F-5




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization      stepped-up
      SourcesSenior credit facilitiesRevolving credit facility

$
10,000Term loan facility


275,000Senior subordinated notes due 2013


205,000Cash on hand


6,000Equity contribution  cash


381,000Equity contribution  non-cash


173,965Total sources

$
1,050,965   UsesConsideration paid to stockholders and optionholders

$
768,416Repayment of existing debt and legal fees


75,153Converted share and option consideration


173,965Transaction costs


33,431Total uses

$
1,050,965  F-6




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Assets acquired, net of cash received

$
235,088Completed technology


55,700Acquired client contracts and relationships


197,100Trade names


17,200Other intangible assets


2,070Goodwill


806,587Deferred income taxes


(79,817
)Debt assumed


(75,000
)Other liabilities assumed


(107,963
)Total purchase price


1,050,965Non-cash equity contribution


(173,965
)Cash used in acquisition of SS&C

$
877,000     build-up build-up
       F-7




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
              2.
    Summary
    of Significant Accounting Policies  Use of
    Estimates
    Principles
    of Consolidation
    Revenue
    Recognition
       F-8




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  License
    Revenue
  No. 97-2, (SOP 97-2), SOP 97-2 SOP 97-2,
  SOP 97-2 SOP 98-9, SOP 97-2,
    man-hours contract-by-contract
  Maintenance
    Agreements
  when-and-if-available
 F-9




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Professional
    Services
    Software-enabled
    Services
      Research
    and Development
     F-10




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Stock-based
    Compensation
  Successor
    Predecessor
    PredecessorPeriod fromJanuary 1throughNovember 23,2005Net income, as reported

$
712Add back: compensation expense recorded in period


31,700Deduct: total stock-based employee compensation determined under
    fair value based method for all awards, net of related tax
    effects


(3,473
)Net income, pro forma

$
28,939     Other
    Income
    Income
    Taxes
   F-11




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Accounting for
    Uncertainty in Income Taxes  an Interpretation of
    FASB Statement No. 109
  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-12




---



##### 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

$
860,690       December 31,2007


2006Customer relationships

$
210,128


$
202,353Completed technology


59,593



56,454Trade names


17,411



17,268Other


2,272



2,070289,404



278,145Less: accumulated amortization


(55,430
)


(24,260
)$
233,974


$
253,885     2008

$
30,1152009


29,3652010


28,2242011


26,7972012


25,073$
139,574   Impairment
    of Long-Lived Assets
   F-13




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Concentration
    of Credit Risk
    International
    Operations and Foreign Currency
    Derivative
    Instruments
          Comprehensive
    Income
   F-14




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Recent
    Accounting Pronouncements
  ®
      3.
    Accounts
    Receivable    SuccessorDecember 31,


December 31,2007


2006Accounts receivable

$
29,546


$
24,679Unbilled accounts receivable


11,248



8,686Allowance for doubtful accounts


(1,248
)


(1,670
)Total accounts receivable

$
39,546


$
31,695  F-15




---



##### Table of Contents



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



Period fromNovember 23



January 1Year Ended


Year Ended


through



throughDecember 31,


December 31,


December 31,



November 22,2007


2006


2005



2005Allowance for Doubtful Accounts:Balance at beginning of period

$
1,670


$
2,092


$
2,057



$
766Charge to costs and expenses


336



424



41




945Write-offs, net of recoveries


(823
)


(853
)


(6
)



(280
)Other adjustments


65



7








626Balance at end of period

$
1,248


$
1,670


$
2,092



$
2,057     4.
    Stockholders
    Equity    5.
    Income
    Taxes    PredecessorSuccessorPeriod from



Period fromNovember 23



January 1Year Ended


Year Ended


through



throughDecember 31,


December 31,


December 31,



November 22,2007


2006


2005



2005U.S.

$
(11,417
)

$
(10,670
)

$
(159
)


$
1,650Foreign


17,534



7,956



990




1,720Income (loss) before taxes

$
6,117


$
(2,714
)

$
831



$
3,370  F-16




---



##### Table of Contents



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



Period fromNovember 23



January 1Year Ended


Year Ended


through



throughDecember 31,


December 31,


December 31,



November 22,2007


2006


2005



2005Current:Federal

$
460


$
1,168


$
334



$
(61
)Foreign


4,406



3,556



467




2,002State


99



75



90




371Deferred:Federal


(6,262
)


(6,116
)


(575
)



234Foreign


441



(2,776
)


(258
)



(92
)State


398



304



(58
)



204Total

$
(458
)

$
(3,789
)

$




$
2,658     PredecessorSuccessorPeriod from



Period fromNovember 23



January 1Year Ended


Year Ended


through



throughDecember 31,


December 31,


December 31,



November 22,2007


2006


2005



2005Computed expected tax expense (benefit)

$
2,141


$
(949
)

$
290



$
1,180Increase (decrease) in income tax expense resulting from:State income taxes (net of federal income tax benefit)


321



248



21




373Tax-exempt interest income















(175
)Foreign operations


(1,883
)


(1,905
)


(303
)



(390
)Rate change impact on deferred tax liabilities


(1,536
)


(1,228
)







Deal costs (non-deductible)















1,516Uncertain tax positions


646












Other


(147
)


45



(8
)



154(Benefit) provision for income taxes

$
(458
)

$
(3,789
)

$




$
2,658    F-17




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor2007


2006Deferred


Deferred


Deferred


DeferredTax


Tax


Tax


TaxAssets


Liabilities


Assets


LiabilitiesNet operating loss carryforwards

$
6,606


$



$
8,688


$
Deferred compensation


4,418







1,161



Purchased in-process research and development


1,658







2,053



Property and equipment


985







726



Accrued expenses


887







890



Tax credit carryforwards


548







2,860



Accounts receivable


299







287



Other


293











844Acquired technology






3,808







6,267Trade names






5,440







5,931Other intangible assets






5,616







2,612Customer relationships






60,192







65,201Total


15,694



75,056



16,665



80,855Valuation allowance


(5,116
)






(5,712
)


Total

$
10,578


$
75,056


$
10,953


$
80,855   non-U.S. subsidiaries
     F-18




---



##### 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

$
6,457       6.
    Debt and
    Derivative Instruments    Successor2007


2006Senior credit facility, revolving portion, weighted-average
    interest rate of 8.10%(A)

$



$
3,000Senior credit facility, term loan portion, weighted-average
    interest rate of 7.04% and 7.73%, respectively(A)


238,009



263,929113/4% senior
    subordinated notes due 2013(B)


205,000



205,000443,009



471,929Short-term borrowings and current portion of long-term debt


(2,429
)


(5,694
)Long-term debt

$
440,580


$
466,235    F-19




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (A)
    Senior
    Credit Facilities         F-20




---



##### 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
       F-21




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Successor2008

$
2,4292009


2,4292010


2,4292011


2,4292012


228,293Thereafter


205,000$
443,009   Predecessor 
    Revolving Credit Facility
    7.
    Leases    Year Ending December 31,2008

$
7,6652009


7,3632010


7,3662011


6,4432012


5,9852013 and thereafter


10,854$
45,676    F-22




---



##### Table of Contents



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

$
1,3202009


1,1812010


1,1952011


1,1952012


1,1952013 and thereafter


1,393$
7,479   8.
    Defined
    Contribution Plans      9.
    Stock
    Option and Purchase Plans  Successor
       F-23




---



##### 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
%      F-24




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Successor2007


2006Statement of operations classificationCost of maintenance

$
257


$
100Cost of professional services


343



124Cost of software-enabled services


2,452



785Total cost of revenues


3,052



1,009Selling and marketing


1,803



647Research and development


1,146



425General and administrative


4,978



1,790Total operating expenses


7,927



2,862Total stock-based compensation expense

$
10,979


$
3,871         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



57.78  F-25




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Outstanding, Vested Options Currently Exercisable


Outstanding Options Expected to VestWeighted-











Weighted-Weighted-





Average





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)869,557

$
42.80


$
48,789



6.3



229,484


$
75.37


$
5,402



8.7   Predecessor
          Weighted AverageShares


Exercise PriceOutstanding at December 31, 2004


2,379,462


$
7.56Granted


137,200



26.99Cancelled


(25,213
)


16.92Exercised(1)


(1,522,515
)


8.59Rollover options


(968,934
)


8.48Outstanding at November 22, 2005






     (1)
    
    Includes 1,132,676 options with a weighted-average exercise
    price of $9.29 that were cashed out in connection with the
    Transaction, with the same economic effect as an exercise and
    sale for the Transaction consideration.   F-26




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10.
    Acquisitions          U.S.-based
   F-27




---



##### Table of Contents



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


Zoologic


CogentTangible assets acquired, net of cash received

$
708


$
505


$
1,019Completed technology






425



Trade names






60



Acquired client relationships and contracts


1,500



500



4,500Goodwill


3,303



2,535



9,328Deferred revenue


(350
)


(1,163
)


(756
)Debt










(300
)Deferred taxes










(1,755
)Other liabilities assumed


(31
)


(150
)


(142
)Consideration paid, net of cash acquired

$
5,130


$
2,712


$
11,894   Acquisitions
    by the Predecessor Company  2005
         F-28




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
                 F-29




---



##### Table of Contents



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


MarginMan


FI


FMC


EisnerFast


AchievementAssets acquired, net of cash received

$
2,474


$
105


$
815


$
16,223


$
1,089


$
3Completed technology


5,275



1,447



1,306



9,683







210Acquired client contracts and relationships


4,000



2,266



2,078



37,103



8,587



Trade names


230



76



138



814







Goodwill


12,328



2,303



9,829



113,560



17,106



350Deferred income taxes










(199
)


(13,835
)






Other liabilities assumed


(307
)


(516
)


(3,388
)


(11,633
)


(1,449
)


(91
)Consideration paid, net of cash acquired

$
24,000


$
5,681


$
10,579


$
151,915


$
25,333


$
472     Period from


Period fromNovember 23


January 1through


throughDecember 31,


November 22,2007


2006


2005


2005Revenues

$
248,854


$
211,354


$
18,506


$
181,332Net income


6,596



1,777



902



3,613    F-30




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  11.
    Related
    Party Transactions      12.
    Commitments
    and Contingencies    No. 1525-N No. 1541-N and/or
   F-31




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      13.
    Product
    and Geographic Sales Information          Successor



PredecessorPeriod



Periodfrom



fromNovember



January 1,23, 2005



2005through



throughDecember



November2007


2006


31, 2005



22, 2005United States

$
147,104


$
122,341


$
10,261



$
91,542Canada


40,892



35,924



2,572




18,406Americas excluding United States and Canada


4,672



2,850



370




3,163Europe


49,612



40,150



4,151




27,737Asia Pacific and Japan


5,888



4,204



311




3,121$
248,168


$
205,469


$
17,665



$
143,969  F-32




---



##### Table of Contents



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


2006United States

$
20,702


$
20,814Canada


4,580



5,057Americas excluding United States and Canada


134



85Europe


523



425Asia Pacific and Japan


124



125$
26,063


$
26,506     Successor



PredecessorPeriod



Periodfrom



fromNovember



January 1,23, 2005



2005through



throughDecember



November2007


2006


31, 2005



22, 2005Portfolio management/accounting

$
192,617


$
152,094


$
12,883



$
105,081Trading/treasury operations


29,341



27,686



2,458




21,143Financial modeling


8,919



9,446



625




8,521Loan management/accounting


5,120



5,296



790




3,499Property management


5,514



5,983



569




5,192Money market processing


4,498



4,083



340




533Training


2,159



881








$
248,168


$
205,469


$
17,665



$
143,969   14.
    Selected
    Quarterly Financial Data (Unaudited)  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   First


Second


Third


Fourth2006

Quarter


Quarter


Quarter


Quarter(In thousands)Revenue

$
48,365


$
50,655


$
52,449


$
54,000Gross profit


25,069



26,150



26,641



27,593Operating income


11,427



11,340



10,579



10,523Net income (loss)


(226
)


1,787



359



(845
)   15.
    Supplemental
    Guarantor Condensed Consolidating Financial Statements  3 4
 F-33




---



##### Table of Contents



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


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


5,444



421



3,720







9,585Deferred 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


770,442



20,766



316,772







1,107,980Total 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







23,811Deferred income taxes


















Income 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   F-34




---



##### Table of Contents



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


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash and cash equivalents

$
3,055


$
2,317


$
6,346


$



$
11,718Accounts receivable, net


15,640



4,808



11,247







31,695Prepaid expenses and other current assets


3,929



730



3,164







7,823Property and equipment, net


4,897



987



4,135







10,019Investment in subsidiaries


83,863











(83,863
)


Intercompany balances


142,577



(9,433
)


(133,144
)






Goodwill, intangible and other assets, net


795,697



16,918



278,651







1,091,266Total assets

$
1,049,658


$
16,327


$
170,399


$
(83,863
)

$
1,152,521Current portion of long-term debt

$
5,000


$



$
694


$



$
5,694Accounts payable


1,019



418



868







2,305Accrued expenses


11,232



1,715



5,348







18,295Deferred income taxes


(268
)


(86
)


738







384Income taxes payable


(5,260
)


1,522



3,929







191Deferred maintenance and other revenue


15,821



3,677



6,181







25,679Long-term debt, net of current portion


401,000







65,235







466,235Other long-term liabilities










1,088







1,088Deferred income taxes, long-term


57,982



(1,583
)


13,119







69,518Total liabilities


486,526



5,663



97,200







589,389Stockholders equity


563,132



10,664



73,199



(83,863
)


563,132Total liabilities and stockholders equity

$
1,049,658


$
16,327


$
170,399


$
(83,863
)

$
1,152,521   F-35




---



##### Table of Contents



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


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, 2006 
    SuccessorTotal


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
)(Benefit) provision 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-36




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the period from November 23 through
    December 31, 2005  SuccessorTotal


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
7,283


$
3,825


$
6,765


$
(208
)

$
17,665Cost of revenues


3,236



2,088



2,511



(208
)


7,627Gross profit


4,047



1,737



4,254







10,038Operating expenses:Selling & marketing


631



129



604







1,364Research & development


965



343



763







2,071General & administrative


544



164



432







1,140Total operating expenses


2,140



636



1,799







4,575Operating income


1,907



1,101



2,455







5,463Interest expense, net


(3,437
)






(1,453
)






(4,890
)Other income, net


13







245







258(Loss) income before income taxes


(1,517
)


1,101



1,247







831(Benefit) provision for income taxes


(250
)


125



125







Equity in net income of subsidiaries


2,098











(2,098
)


Net income

$
831


$
976


$
1,122


$
(2,098
)

$
831   For the Period from January 1 through November 22,
    2005  PredecessorTotal


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalRevenues

$
68,644


$
33,904


$
42,446


$
(1,025
)

$
143,969Cost of revenues


21,544



17,958



20,527



(1,025
)


59,004Gross profit


47,100



15,946



21,919







84,965Operating expenses:Selling & marketing


6,167



1,597



5,370







13,134Research & development


10,095



2,558



6,546







19,199General & administrative


7,624



888



3,432







11,944Merger costs related to the sale of SS&C


36,789







123







36,912Total operating expenses


60,675



5,043



15,471







81,189Operating (loss) income


(13,575
)


10,903



6,448







3,776Interest income, net


3,527







(4,588
)






(1,061
)Other income (expense), net


744



39



(128
)






655(Loss) income before income taxes


(9,304
)


10,942



1,732







3,370Provision for income taxes


560



658



1,440







2,658Equity in net income of subsidiaries


10,576











(10,576
)


Net income

$
712


$
10,284


$
292


$
(10,576
)

$
712   F-37




---



##### Table of Contents



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


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-38




---



##### Table of Contents



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


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-39




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Period from November 23 through
    December 31, 2005  SuccessorTotal


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
831


$
976


$
1,122


$
(2,098
)

$
831Non-cash adjustments


(3,449
)


403



2,327



2,098



1,379Changes in operating assets and liabilities


3,620



(122
)


(793
)






2,705Net cash provided by operating activities


1,002



1,257



2,656







4,915Cash Flow from Investment Activities:Intercompany transactions


3,989



(517
)


(3,472
)






Acquisition of SS&C


(797,000
)






(80,000
)






(877,000
)Additions to property and equipment


(241
)






(35
)






(276
)Other investing activities


15















15Net cash used in investing activities


(793,237
)


(517
)


(83,507
)






(877,261
)Cash Flow from Financing Activities:Cash received from borrowings for the Transaction


410,000







80,000







490,000Investment by SS&C Holdings


381,000















381,000Net repayments of debt


(2,002
)






(343
)






(2,345
)Net cash provided by financing activities


788,998







79,657







868,655Effect of exchange rate changes on cash










26







26Net increase (decrease) in cash and cash equivalents


(3,237
)


740



(1,168
)






(3,665
)Cash and cash equivalents, beginning of period


9,556



1,231



8,462







19,249Cash and cash equivalents, end of period

$
6,319


$
1,971


$
7,294


$



$
15,584   F-40




---



##### Table of Contents



SS&C
    TECHNOLOGIES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  For the Period from January 1 through November 22,
    2005  PredecessorTotal


Total Non-


ConsolidatingSS&C


Guarantors


Guarantors


Adjustments


TotalCash Flow from Operating Activities:Net income

$
712


$
10,284


$
292


$
(10,576
)

$
712Non-cash adjustments


(3,757
)


1,613



4,384



10,576



12,816Changes in operating assets and liabilities


20,169



(861
)


(720
)






18,588Net cash provided by operating activities


17,124



11,036



3,956







32,116Cash Flow from Investment Activities:Intercompany transactions


(158,547
)


(5,823
)


166,969



(2,599
)


Cash paid for businesses acquired, net of cash acquired


(39,745
)


(3,949
)


(164,225
)






(207,919
)Additions to property and equipment


(1,553
)


(337
)


(598
)






(2,488
)Net sales of marketable securities


101,909















101,909Purchase of long-term investment


(2,000
)














(2,000
)Other investing activities


3















3Net cash (used in) provided by investing activities


(99,933
)


(10,109
)


2,146



(2,599
)


(110,495
)Cash Flow from Financing Activities:Net borrowings of debt


74,984















74,984Issuance of common stock


3,479















3,479Purchase of common stock for treasury


(5,584
)














(5,584
)Common stock dividends


(3,718
)






(2,599
)


2,599



(3,718
)Net cash provided by (used in) financing activities


69,161







(2,599
)


2,599



69,161Effect of exchange rate changes on cash










(446
)






(446
)Net increase (decrease) in cash and cash equivalents


(13,648
)


927



3,057







(9,664
)Cash and cash equivalents, beginning of period


23,204



304



5,405







28,913Cash and cash equivalents, end of period

$
9,556


$
1,231


$
8,462


$



$
19,249  F-41




---



##### Table of Contents



EXHIBIT INDEX  ExhibitNumber

Description of Exhibit2
.1

Acquisition Agreement, dated February 25, 2005, by and
    between the Registrant and Financial Models Company Inc. is
    incorporated herein by reference to Exhibit 2.1 to the
    Registrants Current Report on
    Form 8-K,
    filed on March 2, 2005 (File
    No. 000-28430)2
.2

Purchase Agreement, dated February 28, 2005, by and among
    the Registrant, EisnerFast LLC and EHS, LLC is incorporated
    herein by reference to Exhibit 2.1 to the Registrants
    Current Report on
    Form 8-K,
    filed on March 3, 2005 (File
    No. 000-28430)2
.3

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
.4

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)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




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##### 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 of Sunshine Acquisition Corporation
    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 10.2 to the
    August 15, 2006
    8-K10
.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*

Description of Executive Officer Compensation Arrangements is
    incorporated herein by reference to Item 5.02 of the
    Registrants Current Report on
    Form 8-K,
    filed on March 18, 2008 (File
    No. 333-135139)10
.19

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
.20

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)




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##### Table of Contents



ExhibitNumber

Description of Exhibit10
.21

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-K10
.22

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
.23

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
.24

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
.25

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)12


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.