SS&C TECHNOLOGIES INC (Form: 10-K, Received: 03/15/2005 06:24:07)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, 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 1934
		For the fiscal year ended December 31, 2004
or
	o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number: 000-28430

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: Common Stock, $.01 par value per share

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant in an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes þ No o

As of June 30, 2004, the aggregate market value of the Registrant’s Common Stock held by non-affiliates was approximately $315,636,000 based on the closing sale price per share of the Registrant’s Common Stock on the Nasdaq National Market on such date.

As of March 4, 2005, 22,940,988 shares of the Registrant’s Common Stock were outstanding.

Documents Incorporated by Reference:

Part III — Portions of the Registrant’s definitive proxy statement to be issued in conjunction with the Registrant’s annual meeting of stockholders to be held on May 26, 2005.

SS&C TECHNOLOGIES, INC.

YEAR 2004 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS


		Page

PART I
Item 1.	Business		3
Item 2.	Properties		17
Item 3.	Legal Proceedings		17
Item 4.	Submission of Matters to a Vote of Security Holders		17
	Executive Officers of the Registrant
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		19
Item 6.	Selected Financial Data		19
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		20
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		38
Item 8.	Financial Statements and Supplementary Data		39
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		39
Item 9A.	Controls and Procedures		39
Item 9B.	Other Information		40
PART III
Item 10.	Directors and Executive Officers of the Registrant		41
Item 11.	Executive Compensation		41
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		41
Item 13.	Certain Relationships and Related Transactions		41
Item 14.	Principal Accountant Fees and Services		41
PART IV
Item 15.	Exhibits and Financial Statement Schedules		42
	Signatures Page		43
	Consolidated Financial Statements		F-3
	Exhibit Index
EX-10.2 DIRECTOR STOCK OPTION PLAN, AS AMENDED
EX-10.10 DESCRIPTION OF REGISTRANT EX OFFICER & DIRECTOR COMP. ARRANGEMENTS
EX-10.12 - 2nd AMENDMENT TO LEASE DATED 4/1999
EX-10.13 - 3rd AMENDMENT TO LEASE DATED 7/1/1999
EX-21 SUBSIDIARIES OF THE REGISTRANT
EX-23 CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-31.1 SECTION 302 CEO CERTIFICATION
EX-31.2 SECTION 302 CFO CERTIFICATION
EX-32 SECTION 906 CERTIFICATION OF CEO & CFO

FORWARD-LOOKING INFORMATION

This annual report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and Section 27A of the Securities Act of 1933. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “believes”, “anticipates”, “plans”, “expects”, “should” and similar expressions are intended to identify forward-looking statements. The factors discussed under the caption “Certain Factors That May Affect Future Operating Results” in Item 7, among others, could cause actual results to differ materially from those indicated by forward-looking statements made herein and presented elsewhere by management from time to time. We expressly disclaim any obligation

to update or alter our forward-looking statements, whether as a result of new information, future events or otherwise.

AdvisorWare, DBC, Heatmaps, HedgeWare, PortPro, SKYLINE, TradeThru and Xacct are registered trademarks; Altair, AnalyticsExpress, Antares, CAMRA, CAMRA D Class, Debt & Derivatives, Finesse, Lightning, LMS, Mabel, PTS, SamTrak, The BANC Mall and Total Return are trademarks; and SS&C Direct is a service mark of SS&C Technologies, Inc. or one of its subsidiaries. All other trademarks or trade names referred to in this annual report are the property of their respective owners.

Unless the context otherwise requires, all share and per share numbers in this annual report give effect to our three-for-two common stock split in the form of a common stock dividend, which was payable on March 5, 2004 to stockholders of record as of February 20, 2004.

We use the terms “SS&C”, the “company”, “we”, “us” and “our” in this annual report to refer to SS&C Technologies, Inc. and its subsidiaries, unless the context requires otherwise.

PART I


Item 1.	*Business*

Overview

SS&C Technologies, Inc. provides the financial services industry with a broad range of highly specialized software, business process outsourcing (BPO) services and application service provider (ASP) solutions. We deliver mission-critical processing for information management, analysis, trading, accounting, reporting and compliance. We provide our products and related services in seven vertical markets in the financial services industry:


	•	insurance entities and pension funds,

	•	institutional asset management,

	•	hedge funds and family offices,

	•	financial institutions,

	•	commercial lending,

	•	real estate property management, and

	•	municipal finance.

Our clients include some of the largest and most well recognized entities in the financial services industry, managing, in the aggregate, over $4 trillion in assets. For the year ended December 31, 2004, we generated $19.0 million of net income, or $0.84 per share, on $95.9 million of total revenues.

For financial information relating to our business, including geographic information, please see our consolidated financial statements, including the notes thereto. For risks relating to our business, including the risks of our foreign operations, see “Certain Factors That May Affect Future Operating Results — Risks Relating to Our Business”.

Industry Background

The financial services industry is a large market that is expected to grow significantly over the next several years. According to a February 2003 report by Empirical Research Partners, the total financial assets under management in the U.S. were $18 trillion in 2002, and are expected to grow to $26 trillion in 2007, a compound annual growth rate of 8%.

The financial services industry traditionally invests more heavily in information technology, or IT, than other industries, and as the financial services market grows, IT budgets are expected to increase. According to a January 2004 IDC report, spending on software and services by the banking, insurance and financial services markets is expected to grow at a compound annual growth rate of over 6% to $75 billion in 2007.

Today’s participants in the financial services industry face a number of challenges, including:


	•	rapidly changing market conditions,

	•	increasing transaction volumes with shorter settlement cycles,

	•	fierce global competition,

	•	constantly evolving regulatory requirements with increasing regulatory oversight, and

	•	an increasing number, and greater complexity, of asset classes and securities products.

Many financial services organizations face an increasing gap between the amount and complexity of data that they must analyze and control and their finite IT resources. Financial services organizations rely in large part on internal IT departments to supply the systems required to meet their information analysis

requirements. Typically, the systems used are a mix of internally developed programs implemented on expensive mainframes and externally developed software applications deployed in a distributed computing environment. These systems require large IT departments, are expensive to implement, support and modify, have limited interoperability and often cannot fully support specialized asset classes or regulatory compliance and reporting. To meet their requirements, financial services organizations require flexible, cost-effective, rapidly deployable systems that support informed, real-time business decision making and regulatory compliance. As an alternative to supporting an internal IT structure, many organizations are turning to BPO/ ASP services to meet their business needs.

The SS&C Solution

We offer a family of highly specialized, mission-critical software and services that help automate and simplify information management, analysis, accounting, reporting and compliance for investment professionals in a broad range of financial services segments. We have designed our solutions to improve the effectiveness of decision making by executives, portfolio managers and other investment professionals by allowing them to rapidly access, manage and analyze large amounts of transactions-based data both in the aggregate and in detail. We also provide our clients with comprehensive professional service and support organizations that facilitate successful product implementation and provide ongoing training and support.

Our clients choose us because we offer the following benefits:


	•	*Range of Solution Delivery Methods.* Our solution delivery methods include licenses, BPO services, ASP solutions, or “blended” solutions that allow clients to take advantage of our technology in the manner best suited to their individual needs.

	•	*Rapidly Deployable and Cost-Effective Outsourcing Solutions.* By offering outsourcing solutions that can be easily and rapidly deployed, we allow our clients to meet the challenges of a rapidly changing industry and regulatory environment in a cost-effective manner.

	•	*Deep Vertical Market Expertise.* Our deep vertical market experience enables us to provide advanced quantitative analytical tools tailored to the requirements of particular industry segments or asset classes. We maintain and market these tools based on our robust technology and highly specialized knowledge and expertise.

	•	*Scalability and Flexibility.* We provide highly scalable and flexible solutions addressing our clients’ requirements and priorities, regardless of client size, organizational structure and number of relevant portfolios, securities types, asset classes, accounting methods or regulatory regimes.

	•	*End-to-End Solutions.* Our integrated end-to-end solutions enable straight-through processing, which provides integration of front-end trading and modeling — straight through to portfolio management, compliance and reporting — to back-office processing, clearing and accounting.

	•	*Global Presence.* We are strategically positioned in the global financial services marketplace, with a presence in North America, Europe and Asia Pacific, allowing us to better serve the needs of our international clients.

Our products enable users to efficiently and rapidly analyze and manage information, increase productivity, reduce costs and devote more time to critical business decisions rather than administrative, reporting and compliance matters.

Our Strategy

Our goal is to be the leading provider of superior technology and outsourcing solutions to the financial services industry. To achieve our goal, we intend to:

Maintain Our Commitment to the Highest Level of Client Service. We believe that one of the factors that distinguishes us from our competition is our commitment to the highest level of client service.

Our clients include large, sophisticated institutions with complex systems and requirements, and we understand the importance of providing them with both the experience of our senior management and the subject matter expertise of our sales, professional services and support staffs. Our commitment begins with our senior management team. Our top three executives have in the aggregate over 50 years of experience in the software and financial services industries and actively participate in creating and building client relationships. For each solution deployment, we analyze our client’s needs and assemble a team of appropriate industry vertical and technical experts who can quickly and efficiently deliver tailored solutions to the client. We provide our larger clients with a dedicated client support team whose primary responsibility is to resolve questions and provide solutions to address ongoing needs. We believe that the individual attention and industry expertise provided by our senior management and staff help solidify strong relationships with our clients. Our strong client relationships in turn build client loyalty, including a base of clients who are more likely to buy our other products and services and serve as references for future clients.

Leverage Our Existing Client Relationships. We intend to continue to expand the scope of existing client relationships by marketing and delivering the full range of our capabilities to our clients. Our clients include many large and sophisticated organizations in the financial services industry with extensive, highly specialized software and service needs across the multiple vertical markets we serve. Our business with existing clients generally increases along with the volume of assets that they manage. We can also provide additional modules or features to the products and services currently used by our clients as well as “cross sell” products and services that may address our clients’ other information management, analysis, trading, accounting, reporting or compliance needs. For instance, users of our CAMRA asset management product may also have a need for our Antares trading product or our AnalyticsExpress financial modeling product. Our critical understanding of our clients’ businesses is a competitive advantage in capturing additional sales opportunities in our referenceable client base.

Grow Our Outsourcing Business and Increase Our Recurring Revenues. We plan to further increase our recurring revenue streams from our outsourcing solutions and maintenance services, because they provide us with greater predictability in the operation of our business and enable us to build valued relationships with our clients. We believe that our outsourcing services provide an attractive alternative to clients that do not wish to install, run and maintain complicated financial software. We generally provide our outsourcing services under one- to five-year contracts with minimum fee commitments that are often renewed at the expiration of their terms. Our outsourcing revenues under these contracts are predictable and recurring. Our outsourcing revenues increased from $12.6 million, or 20.2% of total revenues, in 2002 to $30.9 million, or 32.2% of total revenues, in 2004. Maintenance revenues also provide another source of recurring revenues and represented 38.0% of total revenues in 2004.

Continue to Address the Specialized Needs of the Financial Services Industry. We have accumulated substantial financial expertise since our founding in 1986 through close working relationships with our clients, resulting in a deep knowledge base that enables us to respond to their most complex financial, accounting, actuarial, tax and regulatory needs. We intend to build on this expertise by continuing to offer products and services that address the highly specialized needs of the financial services industry. We believe that we enjoy a competitive advantage because we can address the investment and financial management needs of high-end clients by providing industry-tested products and services that meet global market demands while also providing integrated processing for improved productivity, reduced manual intervention and bottom-line savings.

Capitalize on Acquisition Opportunities. We employ a disciplined and highly focused acquisition strategy in which we seek to acquire businesses, products and technologies in our existing or complementary vertical markets. We believe that the market for financial services software and services is highly fragmented and rapidly evolving, with many new product introductions and industry participants. These factors create both the need and the opportunity to effect strategic transactions to increase the breadth and depth of our product and service offerings and capitalize on evolving market opportunities. Our experienced senior management team leads a rigorous evaluation of our acquisition candidates to

ensure that they satisfy our product or service needs and can be integrated with our business while meeting our financial metrics, including expected return on investment.

Our Acquisitions

Since 1995, we have acquired more than 15 businesses within our industry. We generally seek to acquire companies that:


	•	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 either a BPO service or an ASP solution,

	•	possess proven technology and an established client base that will provide a source of ongoing revenue and to whom we may be able to sell existing products and services, and

	•	satisfy our financial metrics, including expected return on investment.

Our senior management receives numerous acquisition proposals and chooses to evaluate several proposals each quarter. We receive referrals from several sources, including clients, investment banks and industry contacts. We believe based on our experience that there are numerous solution providers addressing highly particularized financial services needs or providing specialized services that would meet our acquisition criteria.

Below is a table summarizing our acquisitions.


				Acquired Products and
Date	Acquired Business	Contract Purchase Price		Services Currently Offered

March 1995	Chalke		$10,000,000	PTS
November 1997	Mabel Systems	$850,000 and 109,224 shares of common stock		Mabel
December 1997	Shepro Braun Systems	1,500,000 shares of common stock		Total Return, Antares
March 1998	Quantra	$2,269,800 and 819,028 shares of common stock		SKYLINE
April 1998	The Savid Group		$821,500	Debt & Derivatives
March 1999	HedgeWare	1,028,524 shares of common stock		AdvisorWare
March 1999	Brookside	41,400 shares of common stock		Consulting services
November 2001	Digital Visions		$1,350,000	PortPro, The BANC Mall, PALMS
January 2002	Real-Time, USA		$4,000,000	Real-Time, Lightning
November 2002	DBC		$4,500,000	Municipal finance products
December 2003	Amicorp Fund Services		$1,800,000	Fund services
January 2004	Investment Advisory Network		$3,000,000	Compass, Portfolio Manager
February 2004	NeoVision Hypersystems		$1,600,000	Heatmaps
April 2004	OMR Systems		$19,671,000	TradeThru, Xacct
February 2005	Achievement Technologies		$470,000	SamTrak
February 2005	Eisnerfast LLC		$25,300,000	Fund services
* February 2005	Financial Models Company		*	FMC suite of products

On February 25, 2005, we entered into a definitive agreement to make an offer to acquire all of the outstanding common shares and Class C shares of Financial Models Company Inc. (FMC) of Mississauga, Ontario, Canada for C$17.70 in cash, or an aggregate amount of approximately US$160 million. The consummation of the transaction is subject to certain customary conditions, including the tender of a majority of the FMC shares. The transaction is expected to close during April 2005.

Many of our acquisitions have enabled us to expand our product and services offerings into new markets or client bases within the financial services industry. For example, with our acquisitions of Shepro Braun Systems and HedgeWare we began providing portfolio management and accounting software to the hedge funds and family offices market. We began offering property management products to the real estate property management industry after we acquired Quantra and started selling financial modeling products to the municipal finance market after the DBC acquisition. Our acquisition of OMR Systems allows us to offer integrated, global solutions to the financial services industry through our TradeThru software and Xacct services. The acquisition of Eisnerfast has expanded our outsourcing offerings to the hedge fund market. The addition of new products and services also has enabled us to market other products and services to acquired client bases. Some acquisitions have also provided us with new technology, such as the Heatmaps data visualization product developed by NeoVision.

To date, all of our acquisitions have resulted in a marketable product or service that has added to our revenues. We also have generally been able to improve the operation performance and profitability of the acquired businesses. We seek to reduce the costs of the acquired businesses by consolidating sales and marketing efforts and by eliminating redundant administrative tasks and research and development expenses. In some cases, we have also been able to increase revenue generated by acquired products and services by leveraging our larger sales capabilities and client base.

Products and Services

We offer a family of application software products and services designed to address the requirements of professionals in the financial services industry and meet the day-to-day processing needs of a broad range of users within financial services organizations.

The following chart summarizes our principal products and services, typical users and the vertical markets each product serves:



PRODUCTS AND SERVICES	TYPICAL USERS	VERTICAL MARKETS SERVED

Portfolio
Management/Accounting
AdvisorWare Altair CAMRA CAMRA D Class Debt & Derivatives Lightning PALMS PortPro SS&C Wealth Management Total Return	Portfolio Managers Asset Managers Fund Administrators Investment Advisors Accountants Auditors Alternative Investment Managers Brokers/Dealers	Financial Institutions Hedge Funds and Family Offices Institutional Asset Management Insurance Companies and Pension Funds Municipal Finance

Outsourcing
SS&C Direct SS&C Fund Services	Portfolio Managers Asset Managers Fund Administrators Investment Advisors Alternative Investment Managers	Hedge Funds and Family Offices Institutional Asset Management Insurance Companies and Pension Funds

Trading/Treasury Operations
Antares TradeDesk TradeThru	Securities Traders Financial Institutions	Financial Institutions Hedge Funds and Family Offices Insurance Companies and Pension Funds

Financial Modeling
AnalyticsExpress Finesse HD PTS DBC (family of products)	CEO/CFOs Risk Managers Actuarial Professionals Bank Asset/Liability Managers Investment Bankers State/Local Treasury Staff Financial Advisors	Insurance Companies and Pension Funds Municipal Finance

Lending/Leasing
LMS Loan Suite The BANC Mall	Mortgage Originators Commercial Lenders Mortgage Loan Servicers Mortgage Loan Portfolio Managers Real Estate Investment Managers Bank/Credit Union Loan Officers	Commercial Lending Financial Institutions Institutional Asset Management Insurance Companies and Pension Funds

Property Management
SKYLINE SamTrak	Real Estate Investment Managers Real Estate Leasing Agents Real Estate Property Managers	Real Estate Leasing/Property Management

Technology
Heatmaps	Securities Traders Portfolio Managers Risk Managers Financial Advisors Hedge Fund Managers	Institutional Asset Management


	*Portfolio Management/ Accounting*

Our products and services for portfolio management span most of our vertical markets and offer our clients a wide range of investment management solutions.

AdvisorWare. AdvisorWare software supports hedge funds, funds of funds, and family offices with sophisticated global investment, trading and management concerns, and/or complex financial, tax (including German tax requirements), partnership and allocation reporting requirements. It delivers comprehensive multi-currency investment management, financial reporting, performance fee calculations, net asset value calculations, contact management and partnership accounting in a straight-through processing environment.

Altair. Altair software is a portfolio management system designed for companies that are looking for a solution that meets Benelux market requirements, and want client/server architecture with SQL support. We sell Altair primarily to European asset managers, stockbrokers, custodians, banks, pension funds and insurance companies. Altair supports a full range of financial instruments, including fixed income, equities, real estate investments and alternative investment vehicles.

CAMRA. CAMRA (Complete Asset Management, Reporting and Accounting) software supports the integrated management of asset portfolios by investment professionals operating across a wide range of institutional investment entities. CAMRA is a 32-bit, multi-user, integrated solution tailored to support the entire portfolio management function, and includes features to execute, account for and report on all typical securities transactions.

We have designed CAMRA to account for all activities of the investment operation and to continually update investment information through the processing of day-to-day securities transactions. CAMRA maintains transactions and holdings and stores the results of most accounting calculations in its open, relational database, providing user-friendly, flexible data access and supporting data warehousing.

CAMRA offers a broad range of integrated modules that can support specific client requirements, such as TBA dollar rolls, trading, compliance monitoring, net asset value calculations, performance measurement, fee calculations and reporting.

In 2002, we introduced the CAMRA D Class product for smaller U.S. insurance companies that need to account for their trades and holdings and comply with statutory reporting requirements, but do not require a software application as sophisticated as CAMRA.

Debt & Derivatives. Debt & Derivatives is a comprehensive financial application software package designed to process and analyze all activities relating to derivative and debt portfolios, including pricing, valuation and risk analysis, derivative processing, accounting, management reporting and regulatory reporting.

We have designed Debt & Derivatives to deliver real-time transaction processing to treasury and investment professionals, including traders, operations staff, accountants and auditors.

Lightning. Lightning is a comprehensive ASP solution supporting the front-, middle- and back-office processing needs of commercial banks and broker-dealers of all sizes and complexity. Lightning fully automates a number of processes, including:


	•	trading,

	•	sales,

	•	funding,

	•	accounting,

	•	risk analysis,

	•	asset/liability management,


	•	portfolio management, and

	•	safekeeping.

Lightning also provides comprehensive regulatory reporting and books and records maintenance for various regulatory regimes.

PALMS. PALMS (Portfolio Asset Liability Management System) is an Internet-based service for community banks and credit unions, that enables them to manage and analyze their balance sheet. PALMS gives financial institutions instant access to their balance sheet by importing data directly from general ledger, loan, deposit and investment systems and can perform simulations for detailed analysis of the data.

PortPro. PortPro delivers Internet-based portfolio accounting and is available on an ASP basis. PortPro helps financial institutions effectively measure, analyze and manage balance sheets and investment portfolios. PortPro is offered as a stand-alone product or as a module of Lightning. PortPro includes:


	•	PortPro Bond Accounting — Manages bond portfolios and provides accurate accounting and performance results.

	•	PortPro Analytics — Provides performance and risk analysis of investment portfolios, including interest rate risk reporting, pre-purchase and swap analysis tools and stress testing.

SS&C Wealth Management. SS&C Wealth Management is a web services platform that delivers core account management services to wealth management professionals. Services include investor prospecting, account aggregation and reconciliation, account management, tax lot accounting, performance measurement, fee processing and reporting. Services can be customized to meet the specific needs of registered investment advisors, broker dealers or financial institutions. SS&C Wealth Management supports Distributed Managed Account Programs including:


	•	Separately managed accounts,

	•	Mutual fund wrap programs, and

	•	Rep as manager/fee in lieu of commission programs.

Total Return. Total Return is a portfolio management and partnership accounting system directed toward the hedge fund and family office markets. It is a multi-currency system, designed to provide financial and tax accounting and reporting for businesses with high transaction volumes.


	*Outsourcing*

SS&C Direct. We provide comprehensive ASP/BPO services through our SS&C Direct operating unit for portfolio accounting, reporting and analysis functions. The SS&C Direct service includes:


	•	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 Direct’s Outsourced Investment Accounting Services option includes comprehensive investment accounting and investment operations services for sophisticated, global organizations.

SS&C Fund Services. We provide complete on- and offshore fund administration outsourcing services to hedge fund and other alternative investment managers. SS&C Fund Services offers fund manager services, transfer agency services, Director services, fund of funds services, tax processing and

accounting and processing. SS&C Fund Services supports all fund types and investment strategies. Market segments served include:


	•	hedge fund managers,

	•	funds of funds managers,

	•	commodity trading advisors (CTAs),

	•	family offices,

	•	private wealth groups,

	•	investment managers,

	•	commodity pool operators (CPOs),

	•	proprietary traders,

	•	private equity groups, and

	•	separate managed accounts.


	*Trading/ Treasury Operations*

Our comprehensive real-time trading systems offer a wide range of trade order management solutions that support both buy-side and sell-side trading. Our full-service trade processing system delivers comprehensive processing for global treasury and derivative operations. Solutions are available to clients on a license, ASP or outsourcing basis.

Antares. Antares is a comprehensive, real-time, event-driven trading and profit and loss reporting system designed to integrate trade modeling with trade order management. Antares enables clients to trade and report fixed-income, equities, foreign exchange, futures, options, repos and many other instruments across different asset classes. Antares also offers an add-on option of integrating Heatmaps’ data visualization technology to browse and navigate holdings information.

TradeDesk. TradeDesk is a comprehensive paperless trading system that automates front- and middle-office aspects of fixed-income transaction processing. In particular, TradeDesk enables clients to automate ticket entry, confirmation and access to offerings and provides clients with immediate, on-line access to complete client information and holdings.

TradeThru. We acquired the TradeThru product through our acquisition of OMR Systems in April 2004. TradeThru is a web-based treasury and derivatives operations service that supports multiple asset classes and provides multi-bank, multi-entity and multi-currency straight through trade processing for financial institutions. TradeThru is available as either a license, ASP, or outsourcing solution. The system delivers fully automated front- to back-office functions throughout the lifecycle of a trade, from deal capture to settlement, risk management, accounting and reporting. TradeThru also provides data to other external systems, such as middle-office analytic and risk management systems and general ledgers. TradeThru provides one common instrument database, counterparty database, audit trail and end-of-day runs.


	*Financial Modeling*

We offer several powerful analytical software and financial modeling applications for the insurance industry. We also provide analytical software and services to the municipal finance marketplace.

AnalyticsExpress. AnalyticsExpress is a reporting and data visualization tool that translates actuarial analysis into meaningful management information. AnalyticsExpress brings flexibility to the reporting process and allows clients to:


	•	analyze and present output at varying levels of detail,

	•	create high-level reports and charts, and

	•	separate management information into a multitude of detailed reports.

Finesse HD. Finesse HD is a financial simulation tool for the property/casualty insurance industry that uses the principles of dynamic financial analysis. Finesse HD measures multiple future risk scenarios to provide a more accurate picture of financial risk. Designed to generate iterative computer-simulated scenarios, Finesse HD helps clients:


	•	model operating results,

	•	gauge the effects of reinsurance,

	•	validate pricing,

	•	value business transactions, such as mergers and acquisitions,

	•	measure the impact of new products,

	•	predict cash flows,

	•	analyze the impact of investment decisions, and

	•	improve the overall strategic planning process.

PTS. PTS is a pricing and financial modeling tool for life insurance companies. PTS provides an economic model of insurance assets and liabilities, generating option-adjusted cash flows to reflect the complex set of options and covenants frequently encountered in insurance contracts or comparable agreements.

DBC Product Suite. We provide analytical software and services to the municipal finance community. Our suite of DBC products addresses a broad spectrum of municipal finance concerns, including:


	•	general bond structures,

	•	revenue bonds,

	•	housing bonds,

	•	student loans, and

	•	Federal Housing Administration-insured revenue bonds and securitizations.

Our DBC products also deliver solutions for debt structuring, cash flow modeling and database management. Typical users of our DBC products include investment banks, municipal issuers and financial advisors for structuring new issues, securitizations, strategic planning and asset/liability management.


	*Lending and Leasing*

Our products that support lending and leasing activities are LMS and The BANC Mall.

LMS Loan Suite. The LMS Loan Suite is a single database application that provides comprehensive loan management throughout the life cycle of a loan, from the initial request to final disposition. We have structured the flexible design of the LMS Loan Suite to meet the most complex needs of commercial lenders and servicers worldwide. The LMS Loan Suite includes both the LMS Originator and the LMS Servicer, facilitating fully integrated loan portfolio processing.

The BANC Mall. The BANC Mall is an Internet-based lending and leasing tool designed for loan officers and loan administrators. The BANC Mall provides, on an ASP basis, on-line lending, leasing and research tools that deliver critical information for credit processing and loan administration. Clients use The BANC Mall on a fee-for-service basis to access more than a dozen data providers.


	*Real Estate Property Management*

SKYLINE. SKYLINE is a comprehensive property management system that integrates all aspects of real estate property management, from prospect management to lease administration, work order management, accounting and reporting. By providing a single-source view of all real estate holdings, SKYLINE functions as an integrated lease administration system, a historical property/portfolio knowledge base and a robust accounting and financial reporting system, enabling users to track each property managed, including data on specific units and tenants. Market segments served include:


	•	residential,

	•	commercial,

	•	multifamily,

	•	industrial, and

	•	retail.


	*Technology*

Heatmaps. The Heatmaps product was added as a result of the NeoVision acquisition in February 2004. Heatmaps is a data visualization technology that uses color, sound, animation and pattern to integrate vast amounts of financial data and analytics into dynamic, visual color displays. Heatmaps provides professional traders, analysts, asset managers and senior management with consolidated and simplified views of their information, allowing them to proactively monitor their business for opportunities, trends and potential risks.

Product Delivery Options

Our products are available via license, BPO, ASP or “blended” solutions. Clients looking to outsource investment accounting operations, or needing a blended solution, work with SS&C Direct and SS&C Fund Services. Several of our product offerings are available via ASP only: Lightning, PortPro, TradeDesk, TradePath and The BANC Mall. These products enable smaller institutions, such as community banks and credit unions, to access sophisticated functionality that previously had been available only to our larger institutional clients.

The prices of our products and services vary depending upon the features being provided, the number of users, the assets under management and, with respect to our outsourcing solutions, the transaction volume. SS&C Direct and SS&C Fund Services strive to price their delivery options to make them competitive with other offerings in the marketplace.

Professional Services

We offer a range of professional services to assist clients in implementing our software products, including the initial installation of the system, conversion of historical data and ongoing training and support. Our consulting team works closely with the client to ensure the smooth transition and operation of our systems. Consultants have a broad range of experience in the financial services industry and include certified public accountants, chartered financial analysts, mathematicians and professionals from the asset management, real estate, investment, insurance, hedge fund, municipal finance and banking industries. We believe our commitment to professional services facilitates the adoption of our software products across our target markets.

Product Support

We believe a close and active service and support relationship is important to enhancing client satisfaction and furnishes an important source of information regarding evolving client issues. We provide our larger clients with a dedicated client support team whose primary responsibility is to resolve questions and provide solutions to address ongoing needs. Direct telephone support is provided during extended business hours, and additional hours are available during peak periods. We also offer the Solution Center, a website that serves as an exclusive on-line community for clients, where clients can find answers to product questions, exchange information, share best practices and comment on business issues. We regularly distribute via the Internet our software and services ebriefings, which are industry-specific articles targeted to participants in our seven vertical markets and in geographic regions around the world. We supplement our service and support activities with comprehensive training. Training options include regularly hosted classroom instruction, eTraining, and online client seminars, or “webinars,” that address current, often technical issues in the financial services industry.

Clients receive the latest product information via the Internet. We periodically make maintenance releases of licensed software available to our clients, as well as regulatory updates (generally during the fourth quarter), to meet industry reporting obligations and other processing requirements.

Clients

We have a global client base of financial services enterprises and other organizations that require a full range of information management and analysis, accounting, actuarial, reporting and compliance software on a timely and flexible basis. Our clients include financial institutions, hedge funds, funds of funds and family offices, institutional asset managers, insurance companies and pension funds, municipal finance professionals, real estate lenders and asset managers.

Sales and Marketing

We believe a direct sales organization is essential to the successful implementation of our business strategy, given the complexity and importance of the operations and information managed by our products, the extensive regulatory and reporting requirements of each industry, and the unique dynamics of each vertical market. Our dedicated direct sales and support personnel continually undergo extensive product and sales training, and are located in our various sales offices worldwide. We also use telemarketing to support sales of our real estate property management products and work through alliance partners who sell our ASP solution to their correspondent banking clients in the financial institutions market.

Our marketing personnel are responsible for identifying market trends, evaluating and developing marketing opportunities, generating client leads and providing sales support. Our marketing activities, which focus on the use of the Internet as a cost-effective means of reaching current and potential clients, include:


	•	content-rich, periodic Software and Services eBRIEFINGs targeted at clients and prospects in each of our vertical and geographic markets,

	•	seminars and webinars,

	•	trade shows,

	•	conferences, and

	•	public relations efforts.

Some of the benefits of our shift in focus to an Internet-based marketing strategy include lower marketing costs, more direct contacts with actual and potential clients, increased marketing leads, distribution of more up-to-date marketing information and an improved ability to measure marketing initiatives.

The marketing department also supports the sales force with appropriate documentation or electronic materials for use during the sales process.

Product Development and Engineering

We believe we must introduce new products and offer product innovation on a regular basis to maintain our competitive advantage. To meet these goals, we use multidisciplinary teams of highly trained personnel and leverage this expertise across all product lines. We have invested heavily in developing a comprehensive product analysis process to insure a high degree of product functionality and quality. Maintaining and improving the integrity and quality of existing products is the responsibility of individual product managers. Product engineering management efforts focus on enterprise-wide strategies, implementing best-practice technology regimens, maximizing resources, and mapping out an integration plan for our entire umbrella of products as well as third-party products. Our research and development expenses for the years ended December 31, 2004, 2003 and 2002 were $14.0 million, $11.2 million and $11.8 million, respectively.

Our research and development engineers work closely with our marketing and support personnel to ensure that product evolution reflects developments in the marketplace and trends in client requirements. We have generally issued a major functional release of our core products during the second or third quarter of each fiscal year, including functional enhancements, as well as an annual fourth quarter release to reflect evolving regulatory changes in time to meet clients’ year-end reporting requirements.

Competition

The market for institutional and financial management software and services is competitive, rapidly evolving and highly sensitive to new product introductions and marketing efforts by industry participants. The market is also highly fragmented and served by numerous firms that target only local markets or specific client types. We also face competition from information systems developed and serviced internally by the IT departments of financial services firms. The major competitors in our primary markets include:


	•	Insurance Entities and Pension Funds: Princeton Financial Systems (subsidiary of State Street Bank), Bloomberg, Blackrock, Charles River, Classic Solutions/ Tillinghast, DFA Capital Management, Eagle Investment Systems, and SunGard.

	•	Institutional Asset Management: Advent Software, Bloomberg, Charles River, Eagle Investment Systems, Macgregor and Thomson Financial.

	•	Hedge Funds and Family Offices: Advent Software, EZ Castle, Globe Ops, Citco, PFPC, BISYS Hedge Fund Services and IMS.

	•	Financial Institutions: SunGard, Thomson Financial and TPG.

	•	Commercial Lending: McCracken (subsidiary of GMAC), Midland Loan Services (subsidiary of PNC Financial Services), Princeton Financial Systems and Synergy Software.

	•	Real Estate Property Management: Intuit, Best Software and Yardi.

	•	Municipal Finance: Ferrand Jordan and Prescient Software.

We believe we compete on the basis of:


	•	consistent product performance,

	•	broad, demonstrated functionality,

	•	ease of use,

	•	scalability,

	•	integration capabilities,


	•	product and company reputation,

	•	client service and support, and

	•	price.

Proprietary Rights

We rely on a combination of trade secret, copyright, trademark and patent law, nondisclosure agreements and technical measures to protect our proprietary technology. We have registered trademarks for many of our products and will continue to evaluate the registration of additional trademarks as appropriate. We generally enter into confidentiality and/or license agreements with our employees, distributors, clients and potential clients. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford limited protection. These efforts may be insufficient to prevent third parties from asserting intellectual property rights in our technology. Furthermore, it may be possible for unauthorized third parties to copy portions of our products or to reverse engineer or otherwise obtain and use proprietary information, and third parties may assert ownership rights in our proprietary technology. For additional risks relating to our proprietary technology, please see “If we are unable to protect our proprietary technology, our success and our ability to compete will be subject to various risks” in “Certain Factors That May Affect Future Operating Results.”

Rapid technological change characterizes the software development industry. We believe factors such as the technological and creative skills of our personnel, new product developments, frequent product enhancements, name recognition, and reliable service and support are more important to establishing and maintaining a leadership position than legal protections of our technology.

Employees

As of December 31, 2004, we had 422 full-time employees, consisting of:


	•	107 employees in research and development,

	•	139 employees in consulting and services,

	•	56 employees in sales and marketing,

	•	68 employees in client support, and

	•	52 employees in finance and administration.

As of December 31, 2004, 66 of our employees were in our international operations. None of our employees is covered by any collective bargaining agreement. In the opinion of management, we have a good relationship with our employees.

Additional Information

We were organized as a Connecticut corporation in March 1986 and reincorporated as a Delaware corporation in April 1996. Our principal executive offices are located at 80 Lamberton Road, Windsor, Connecticut 06095. The telephone number of our principal executive offices is (860) 298-4500.

Our Internet address is www.ssctech.com. The contents of our website are not part of this annual report on Form 10-K, and our Internet address is included in this document as an inactive textual reference only. We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports available free of charge through our website as soon as reasonably practicable after we file such reports with, or furnish such reports to, the Securities and Exchange Commission. You may also access our reports on the SEC’s website, www.sec.gov.


Item 2.	*Properties*

We lease our corporate offices, which consist of 73,000 square feet of office space located in Windsor, Connecticut. The initial lease term expires in 2008, and we have the right to extend the lease for one additional term of five years. We utilize facilities and offices in eight locations in the United States and have offices in London, England; Paris, France; Amsterdam, the Netherlands; Kuala Lumpur, Malaysia; Singapore; Tokyo, Japan and Curacao, the Netherlands Antilles.


Item 3.	*Legal Proceedings*

From time to time, we are subject to certain legal proceedings and claims that arise in the normal course of our business. In the opinion of our management, we are not involved in any litigation or proceedings by third parties that our management believes could have a material effect on us or our business. In the opinion of our management, we are not party to any litigation or proceedings known to be contemplated by government authorities that our management believes could have a material effect on us or our business.


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

We did not submit any matters to a vote of security holders during the fourth quarter of the fiscal year covered by this annual report.

Executive Officers of the Registrant

Our executive officers and their respective age and position as of February 28, 2005 are as follows:


Name	Age		Position

William C. Stone		49	Chief Executive Officer and Chairman of the Board of Directors
Normand A. Boulanger		43	President and Chief Operating Officer
Patrick J. Pedonti		53	Senior Vice President and Chief Financial Officer
Stephen V. R. Whitman		58	Senior Vice President and General Counsel
Kevin Milne		42	Senior Vice President of International

William C. Stone founded SS&C in 1986 and has served as Chairman of the Board of Directors and Chief Executive Officer since our inception. He also has served as the our President from inception through April 1997 and again from March 1999 until October 2004. Prior to founding SS&C, Mr. Stone directed the financial services consulting practice of KPMG LLP, an accounting firm, in Hartford, Connecticut and was Vice President of Administration and Special Investment Services at Advest, Inc., a financial services company.

Normand A. Boulanger has served as our President and Chief Operating Officer since October 2004. Prior to that, Mr. Boulanger served as our Executive Vice President and Chief Operating Officer from October 2001 to October 2004, Senior Vice President, SS&C Direct from March 2000 to September 2001, Vice President, SS&C Direct from April 1999 to February 2000, Vice President of Professional Services for the Americas, from July 1996 to April 1999, and Director of Consulting from March 1994 to July 1996. Prior to joining SS&C, Mr. Boulanger served as Director of Investment Operations for The Travelers, now a Citigroup organization, from September 1986 to March 1994.

Patrick J. Pedonti has served as our Senior Vice President and Chief Financial Officer since August 2002. Prior to that, Mr. Pedonti served as our Vice President and Treasurer from May 1999 to August 2002. Prior to joining SS&C, Mr. Pedonti served as Vice President and Chief Financial Officer for Accent Color Sciences, Inc., a company specializing in high-speed color printing, from January 1997 to May 1999.

Stephen V. R. Whitman has served as our Senior Vice President and General Counsel since June 2002. Prior to joining SS&C, Mr. Whitman served as an attorney for PA Consulting Group, an international management consulting company headquartered in the United Kingdom, from November 2000 to December 2001. Prior to that, Mr. Whitman served as Senior Vice President and General Counsel of Hagler Bailly, Inc., a publicly-traded international consulting company to the energy and network industries, from October 1998 to October 2000 and as Vice President and General Counsel from July 1997 to October 1998.

Kevin Milne has served as our Senior Vice President of International since June 2004. Prior to joining SS&C, Mr. Milne served as Executive Vice President for Macgregor, a company specializing in investment technology, from March 2002 to May 2004. Prior to that, Mr. Milne served as Executive Managing Director for Omgeo, a company specializing in global trade management and workflow, from 1993 to the end of 2001.

PART II


Item 5.	*Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities*

Our common stock has been trading on the Nasdaq National Market under the symbol “SSNC” since our initial public offering of common stock on May 31, 1996. The following table sets forth, for the fiscal periods indicated, the high and low sales prices per share of common stock as reported on the Nasdaq National Market:


	Fiscal 2004				Fiscal 2003
	Price Range(1)				Price Range(1)

Quarter	High		Low		High		Low

First	$	34.23	$	18.15	$	8.37	$	5.83
Second		30.88		17.26		11.39		7.74
Third		21.74		15.05		14.08		10.40
Fourth		24.53		17.80		21.95		12.40


(1)	Amounts have been restated to reflect our three-for-two common stock split in the form of a common stock dividend, effective on March 5, 2004.

There were 42 stockholders of record of our common stock as of March 4, 2005. The number of stockholders of record may not be representative of the number of beneficial owners because many shares are held by depositories, brokers or other nominees.

In July 2003, our board of directors declared its first semi-annual cash dividend of $0.067 per share of common stock, which was paid in September 2003. On February 5, 2004, our board of directors declared a $0.07 cash dividend per share of common stock, which was paid in March 2004. On August 4, 2004, our board of directors declared a $0.07 cash dividend per share of common stock, which was paid in September 2004. On November 30, 2004, our board of directors declared an $0.08 cash dividend per share of common stock, payable on or about March 3, 2005 to stockholders of record as of February 10, 2005. Although we expect to declare cash dividends in the future, various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion, will affect our decision-making process.

On October 18, 2004, we announced a stock repurchase program providing for expenditures of up to $50 million over the period extending from October 18, 2004 through October 17, 2005. We may purchase our shares in open market, negotiated and block transactions. We did not repurchase any shares of our common stock during the quarter ended December 31, 2004.


Item 6.	*Selected Financial Data*

The selected financial data set forth below should be read in conjunction with our consolidated financial statements and related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” appearing elsewhere herein.


		Year Ended December 31,

		2004(5)		2003(4)		2002(3)		2001(2)		2000

		(In thousands)
Statement of Operations Data:
Revenues		$	95,888	$	65,531	$	62,434	$	56,369	$	61,406
Income before income taxes			31,040		19,337		12,300		6,487		3,333
Net income			19,010		11,796		7,305		4,022		2,172
Net income per share(1):
	Basic earnings per share	$	0.90	$	0.63	$	0.38	$	0.18	$	0.09
	Shares used in basic per share calculation		21,185		18,617		19,473		22,506		23,877
	Diluted earnings per share	$	0.84	$	0.59	$	0.36	$	0.18	$	0.09
	Shares used in diluted per share calculation		22,499		19,832		20,531		22,752		23,943
Cash dividends declared per share		$	0.22	$	0.067	$	—	$	—	$	—


	Year Ended December 31,

	2004(5)		2003(4)		2002(3)		2001(2)		2000

	(In thousands)
Balance Sheet Data (at period end):
Cash and cash equivalents	$	28,913	$	15,261	$	18,336	$	28,425	$	20,690
Investments in marketable securities		101,922		37,120		23,383		31,077		35,840
Working capital		116,418		42,009		36,699		56,284		54,330
Total assets		185,663		82,585		75,480		88,779		90,858
Long-term obligations		—		—		—		—		5
Stockholders’ equity		156,094		61,588		57,270		72,948		72,654


(1)	Earnings per share have been restated for all periods presented to reflect a three-for-two common stock split in the form of a common stock dividend effective on March 5, 2004.

(2)	On November 15, 2001, we acquired Digital Visions, a division of Netzee Inc.

(3)	On January 15, 2002, we acquired the assets and business of Real-Time USA, Inc. On November 15, 2002, we acquired the assets and business of DBC, a business within the Thomson Corporation. See notes 2 and 11 of notes to our consolidated financial statements.

(4)	On December 12, 2003, we acquired the assets and business of Amicorp Group’s fund services business. See notes 2 and 11 of notes to our consolidated financial statements.

(5)	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, Limited. See notes 2 and 11 of notes to our consolidated financial statements.


Item 7.	*Management’s Discussion and Analysis of Financial Condition and Results of Operations*

Overview

We focus on four primary objectives in measuring our financial performance:


	•	increasing recurring revenues as a percentage of total revenues,

	•	enhancing our profitability,

	•	entering new markets through acquisitions and expanding our presence in current markets, and

	•	improving operating cash flow.

We continue to focus on increasing the portion of our revenues derived from our outsourcing solutions and maintenance services because these provide us with recurring revenue streams. We have taken a number of steps to increase recurring revenues, such as automating our outsourcing delivery methods, providing our employees with sales incentives, and acquiring businesses that offer outsourcing services or that have a large base of maintenance clients. Our acquisition of OMR Systems Corporation provided both of these sources of recurring revenue. Moving our business to a recurring revenue model gives us the ability to better plan and manage our business going forward, and should help us reduce the quarterly fluctuations in revenues and operating results typically associated with software license revenues. We expect our maintenance and outsourcing revenues to continue to increase as a percentage of total revenues. Our outsourcing revenues increased from $12.6 million, or 20% of total revenues, in 2002 to $30.9 million, or 32% of total revenues, in 2004, a 145% increase. Our maintenance revenues increased from $27.9 million in 2002 to $36.4 million in 2004, an increase of 31%.

While increasing our revenues, we maintained our focus on profitability in 2004. Although operating expenses increased in terms of dollars due to our acquisitions, we reduced operating expenses as a percentage of total revenues from 41% in 2003 to 34% in 2004. These efforts contributed to a 60% increase in our operating income from 2003 to 2004. We believe that our success in managing operating expenses results from a disciplined approach to cost controls, our focus on operational efficiencies, identification of synergies related to acquisitions and more cost-effective marketing programs.

We continue to increase our market presence through acquisitions. In January 2002, we acquired Real-Time USA, Inc., a provider of ASP and license office applications to commercial banks and broker-dealers, and in November 2002, we acquired DBC, a provider of financial software for fixed-income analysis in the municipal finance market. In December 2003, we acquired Amicorp Group’s fund services line of business, which has significantly expanded our capacity in the global hedge fund market. We named this business SS&C Fund Services and expect it to be an important element of our strategy to increase our outsourcing business. In January 2004, we acquired the businesses of Investment Advisory Network, which provides web-based wealth management services to financial institutions, and NeoVision Hypersystems, which provides tactical visual analytic solutions for the financial services industry. In April 2004, we acquired OMR Systems Corporation and OMR Systems International Limited. OMR provides treasury processing software and outsourcing solutions to banks in Europe and the United States and offers comprehensive hedge fund administration.

Net cash provided by operating activities was $28.5 million in 2004, and we ended the period with $130.8 million in cash, cash equivalents and marketable securities and $13.5 million in accounts receivable.

Critical Accounting Estimates and Assumptions

Our significant accounting policies are summarized in note 2 to our consolidated financial statements. A number of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our consolidated financial statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, management’s observation of trends in the industry, information provided by our clients and information available from other outside sources, as appropriate. On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, doubtful accounts receivable, goodwill and other intangible assets and other contingent liabilities. Actual results may differ significantly from the estimates contained in our consolidated financial statements. We believe that the following are our critical accounting policies.


	*Revenue Recognition*

Our revenues consist primarily of software license revenues, maintenance revenues, and professional and outsourcing services revenues.

We apply the provisions of Statement of Position No. 97-2, “Software Revenue Recognition” (SOP 97-2) to all software transactions. We recognize revenues from the sale of software licenses when persuasive evidence of an arrangement exists, the product has been delivered, the fee is fixed and determinable, and collection of the resulting receivable is reasonably assured. Our products generally do not require significant modification or customization of software. Installation of the products is generally routine and is not essential to the functionality of the product.

We use a signed license agreement as evidence of an arrangement for the majority of our transactions. Delivery occurs when the product is delivered to a common carrier F.O.B. shipping point. Although our arrangements generally do not have acceptance provisions, if such provisions are included in the arrangement, then delivery occurs at acceptance. At the time of the transaction, we assess whether the fee is fixed and determinable based on the payment terms. Collection is assessed based on several factors, including past transaction history with the client and the creditworthiness of the client. The arrangements for software licenses are generally sold with maintenance and professional services. We allocate revenue to the delivered components, normally the license component, using the residual value method based on objective evidence of the fair value of the undelivered elements. The total contract value is attributed first to the maintenance and support arrangement based on the fair value, which is derived from renewal rates. Fair value of the professional services is based upon stand-alone sales of those services. Professional services are generally billed at an hourly rate plus out-of-pocket expenses. Professional services revenues are recognized as the services are performed. Maintenance revenues are recognized ratably over the term

of the contract. Outsourcing services revenues, which are based on a monthly fee or transaction-based, are recognized as the services are performed.

We occasionally enter into software license agreements requiring significant customization or fixed-fee professional service arrangements. We account for these arrangements in accordance with the percentage-of-completion method based on the ratio of hours incurred to expected total hours; accordingly we must estimate the costs to complete the arrangement utilizing an estimate of man-hours remaining. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that completion costs may be revised. Such revisions are recognized in the period in which the revisions are determined. Due to the complexity of some software license agreements, we routinely apply judgments to the application of software recognition accounting principles to specific agreements and transactions. Different judgments and/or different contract structures could have led to different accounting conclusions, which could have a material effect on our reported quarterly results of operations.


	*Allowance for Doubtful Accounts*

The preparation of financial statements requires our management to make estimates relating to the collectability of our accounts receivable. Management establishes the allowance for doubtful accounts based on historical bad debt experience. In addition, management analyzes client accounts, client concentrations, client creditworthiness, current economic trends and changes in our clients’ payment terms when evaluating the adequacy of the allowance for doubtful accounts. Such estimates require significant judgment on the part of our management. Therefore, changes in the assumptions underlying our estimates or changes in the financial condition of our clients could result in a different required allowance, which could have a material effect on our reported results of operations.


	*Long-lived Assets, Intangible Assets and Goodwill*

Under Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets”, we must test goodwill and indefinite-lived intangible assets annually for impairment (and in interim periods if certain events occur indicating that the carrying value of goodwill and/or indefinite-lived intangible assets may be impaired) using reporting units identified for the purpose of assessing potential future impairments of goodwill.

We assess the impairment of identifiable intangibles, long-lived assets and goodwill whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors we consider important which could trigger an impairment review include the following:


	•	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.

When we determine that the carrying value of intangibles, long-lived assets and goodwill may not be recoverable based upon the existence of one or more of the above indicators of potential impairment, we assess whether an impairment has occurred based on whether net book value of the assets exceeds related projected undiscounted cash flows from these assets, considering a number of factors including past operating results, budgets, economic projections, market trends and product development cycles. Differing estimates and assumptions as to any of the factors described above could result in a materially different impairment charge and thus materially different results of operations.


	*Acquisition Accounting*

In connection with our acquisitions, we must allocate the purchase price to the assets we acquire, such as net tangible assets, completed technology, in-process research and development (IPR&D), client contracts, other identifiable intangible assets and goodwill. We apply significant judgments and estimates in

determining the fair market value of the assets acquired and their useful lives. For example, we have determined the fair value of existing client contracts based on the discounted estimated net future cash flows from such client contracts existing at the date of acquisition and the fair value of the completed technology based on the discounted estimated future cash flows from the product sales of such completed technology. While actual results during the years ended December 31, 2004 and 2003 were consistent with our estimated cash flows and we did not incur any impairment charges in 2004 or 2003, different estimates and assumptions in valuing acquired assets could yield materially different results.


	*Income Taxes*

The carrying value of our net deferred tax assets assumes that we will be able to generate sufficient future taxable income in certain tax jurisdictions, based on estimates and assumptions. If these estimates and related assumptions change in the future, we may be required to record additional valuation allowances against our deferred tax assets resulting in additional income tax expense in our consolidated statement of operations. On a quarterly basis, we evaluate whether deferred tax assets are realizable and assess whether there is a need for additional valuation allowances. Such estimates require significant judgment on the part of our management. In addition, we evaluate the need to provide additional tax provisions for adjustments proposed by taxing authorities.


	*Marketable Securities*

We classify our entire investment portfolio, consisting of corporate equities and debt securities issued by federal government agencies, state and local governments of the United States and corporations, as available for sale securities. Carrying amounts approximate fair value, as estimated based on market prices and any unrealized gain or loss is recognized in stockholders’ equity. Statement of Financial Accounting Standards No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, Securities and Exchange Commission Staff Accounting Bulletin (SAB) 59, “Accounting for Noncurrent Marketable Equity Securities” and EITF Issue No. 03-1 “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments” provide guidance on determining when an investment is other than temporarily impaired. The Company periodically reviews its marketable securities portfolio for potential other-than-temporary impairment and recoverability. In making this judgment, we evaluate, among other factors, the duration and extent to which the fair value of the investment is less than its cost and the financial health of and the business outlook for the investee, including factors in the industry and financing cash flows. Incorrect assessments could adversely affect our working capital.

Results of Operations for the Years Ended December 31, 2004, 2003 and 2002

The following table sets forth revenues (in thousands) and changes in revenues for the periods indicated:


									Percentage
			Year Ended December 31,						Change in

			2004		2003		2002		2004			2003

Revenues:
	Software licenses		$	17,250	$	14,233	$	15,631		21.2	%		(8.9	)%
	Maintenance			36,433		31,318		27,850		16.3			12.5
	Professional services			11,320		6,757		6,326		67.5			6.8
	Outsourcing			30,885		13,223		12,627		133.6			4.7

		Total revenues	$	95,888	$	65,531	$	62,434		46.3			5.0

The following table sets forth the percentage of our total revenues represented by each of the following sources of revenues for the periods indicated:


		Year Ended
		December 31,

		2004			2003			2002

Revenues:
	Software licenses		18.0	%		21.7	%		25.0	%
	Maintenance		38.0			47.8			44.6
	Professional services		11.8			10.3			10.1
	Outsourcing		32.2			20.2			20.2

Revenues

We derive our revenues from software licenses, related maintenance and professional services and outsourcing services. Revenues were $95.9 million, $65.5 million and $62.4 million in 2004, 2003 and 2002, respectively. Revenue growth in 2004 of $30.4 million, or 46%, was primarily a result of our acquisitions of OMR Systems, IAN and the fund services business, which added an aggregate of $22.4 million in revenues. Revenues for businesses owned at least 12 months (organic revenues) increased $8.0 million, or 12%, from 2003. Organic growth came from increased demand for our SS&C Direct outsourcing services, CAMRA products and services, Total Return product, Lightning product and services and Skyline product and services totaling $8.1 million. This was offset by decreased sales of other products and services totaling $0.1 million. The increase in revenues from 2002 to 2003 of $3.1 million, or 5%, was primarily the result of our acquisition of DBC, which added $3.6 million in revenues, offset by a decrease of $0.5 million from sales of other products and services. As a general matter, our software license and professional services revenues tend to fluctuate based on the number of new licensing clients, while fluctuations in our outsourcing revenues are attributable to the number of new outsourcing clients as well as the number of outsourced transactions provided to our existing clients. Maintenance revenues vary primarily on the rate by which we add or lose maintenance clients over time and, to a lesser extent, the annual increases in maintenance fees, which are generally tied to the consumer price index.

During 2004 and 2003, we experienced improved sales opportunities, as clients began to increase spending following the economic conditions of 2002, and a trend toward sales of outsourcing services over software licenses. We have diverse product and service offerings and, as a result, different products and services show strength in given years due to factors such as fluctuating economic conditions affecting the vertical markets for such products and services, shifts in client preferences for licensing software or obtaining outsourcing services, improvements in technology leading to new software releases and changing regulatory environments adding to the complexity of managing client data. As noted above, however, we intend to continue to focus on providing outsourcing services to our clients, as these services can result in a more predictable, recurring source of our revenue.


	*Software Licenses*

Software license revenues were $17.3 million, $14.2 million and $15.6 million in 2004, 2003 and 2002, respectively. The increase in software license revenues from 2003 to 2004 of $3.0 million, or 21%, was primarily due to increases in sales of our CAMRA, Total Return and Skyline products of $1.8 million, $1.1 million and $0.6 million, respectively, offset by decreases in sales of our LMS and AdvisorWare products of $0.7 million and $0.8 million, respectively. The remaining increase of $1.0 million in license revenues was spread among various other products. The decrease in software license revenues from 2002 to 2003 of $1.4 million, or 9%, was primarily due to decreases in sales of LMS, Skyline and CAMRA licenses of $1.1 million, $0.6 million and $0.5 million, respectively. Sales of DBC products increased in 2003 by $0.9 million, representing a full year of activity following our acquisition of this business in November 2002. Software license revenues will vary depending on the timing, size and nature of our license transactions. For example, the average size of our software license transactions and the number of

large transactions may fluctuate on a period-to-period basis. Additionally, software license revenues will vary among the various products that we offer, due to differences such as the timing of new releases and variances in economic conditions affecting opportunities in the vertical markets served by such products.


	*Maintenance*

Maintenance revenues were $36.4 million, $31.3 million and $27.9 million in 2004, 2003 and 2002, respectively. The increase in maintenance revenues from 2003 to 2004 of $5.1 million, or 16%, was primarily attributable to our acquisition of OMR, which added $4.1 million in revenues and an increase of $0.4 million in CAMRA maintenance revenues, as well as annual maintenance fee increases for most of our other products. Maintenance revenues increased from 2002 to 2003 by $3.5 million, or 12%, primarily as a result of our acquisition of DBC, which contributed $2.7 million to the overall increase, as well as annual maintenance fee increases for most of our products. We typically provide maintenance services under one-year renewable contracts that provide for an annual increase in fees, generally tied to the percentage changes in the consumer price index. Future maintenance revenue growth is dependent on our ability to retain existing clients, add new license clients and increase average maintenance fees.


	*Professional Services*

Professional services revenues were $11.3 million, $6.8 million and $6.3 million in 2004, 2003 and 2002, respectively. The increase in professional services revenues from 2003 to 2004 of $4.6 million, or 68%, was primarily attributable to our acquisitions of OMR Systems and IAN, which added an aggregate of $5.0 million in revenues. Organic revenues decreased by $0.4 million. Increases of $0.4 million for Lightning and $0.1 million for CAMRA were offset by decreases of $0.7 million for LMS and $0.3 million for AdvisorWare. The increase in Lightning services was the result of a large implementation project that was near completion at year end. We had a large LMS project in 2003, for which there was no comparable project in 2004. Professional services revenues increased from 2002 to 2003 by $0.4 million, or 7%, primarily due to a significant professional services project during the third and fourth quarters of 2003, which contributed $1.6 million in revenues for that period. That project, which was completed in the first quarter of 2004, represented a unique opportunity, and we do not expect single projects of comparable size in the near future. Our overall software license revenue levels and market demand for professional services will continue to have an effect on our professional services revenues.


	*Outsourcing*

Outsourcing revenues were $30.9 million, $13.2 million and $12.6 million in 2004, 2003 and 2002, respectively. The increase in outsourcing revenues from 2003 to 2004 of $17.7 million, or 134%, was primarily attributable to our acquisitions of OMR Systems, IAN and the fund services business, which added an aggregate of $13.3 million in revenues and increased demand for our SS&C Direct outsourcing services of $4.2 million. Outsourcing revenues increased from 2002 to 2003 by $0.6 million, or 5%, as a result of increased demand for our SS&C Direct services, which added $1.6 million in outsourcing revenues, and the introduction of our Lightning product in 2002, which added $0.3 million in outsourcing revenues. These increases were offset by a $1.4 million decrease in PortPro revenues. In 2002, we significantly increased the pricing of our PortPro product, which caused us to lose some of our PortPro clients in 2003. Future outsourcing revenue growth is dependent on our ability to retain existing clients, add new outsourcing clients and increase average outsourcing fees.

Cost of Revenues

The total cost of revenues was $33.8 million, $20.4 million and $21.0 million in 2004, 2003 and 2002, respectively. The gross margin increased from 66% in 2002 to 69% in 2003, and decreased to 65% in 2004. The increase in cost of revenues in 2004 was primarily attributable to our recent acquisitions, which added an aggregate of $12.0 million in costs and increased personnel expenses of $1.4 million to support the increased organic revenues. The decrease in gross margin from 2003 to 2004 was primarily attributable to our acquisition of OMR Systems, which had been operating at overall gross margins lower than our

historical gross margins. The increase in gross margin from 2002 to 2003 was primarily attributable to efficiencies gained in providing an increased level of outsourcing and professional services without incurring the same level of increase in our costs.


	*Cost of Software License Revenues*

Cost of software license revenues consists primarily of amortization expense of completed technology, royalties, third-party software, the costs of product media, packaging and documentation. The cost of software license revenues was $2.3 million, $1.8 million and $1.3 million in 2004, 2003 and 2002, respectively. The cost of software license revenues as a percentage of these revenues was 13%, 13% and 8% in 2004, 2003 and 2002, respectively. The increase in cost from 2003 to 2004 was attributable to amortization of completed technology associated with our acquisition of OMR Systems. The increase in cost from 2002 to 2003 was the reflection of a full year of amortization expense of completed technology related to the November 2002 acquisition of DBC of $0.6 million.


	*Cost of Maintenance Revenues*

Cost of maintenance revenues consists primarily of technical client support and costs associated with the distribution of product and regulatory updates. The cost of maintenance revenues was $8.5 million, $6.2 million and $5.6 million in 2004, 2003 and 2002, respectively. The increase in costs from 2003 to 2004 was primarily due to $2.1 million in additional costs associated with our recent acquisitions and increased personnel costs of $0.2 million. The increase in costs from 2002 to 2003 was primarily due to a $0.4 million engagement of a third party with actuarial expertise to assist with the management of our PTS business. Costs, as a percentage of revenues, relating to these management services are expected to continue at approximately these levels for the near term. The cost of maintenance revenues as a percentage of these revenues was 23%, 20% and 20% in 2004, 2003 and 2002, respectively.


	*Cost of Professional Services Revenues*

Cost of professional services revenues consists primarily of the cost related to personnel utilized to provide implementation, conversion and training services to our software licensees, as well as system integration, custom programming and actuarial consulting services. The cost of professional services revenue was $6.6 million, $4.4 million and $5.4 million in 2004, 2003 and 2002, respectively. The cost of professional services as a percentage of these revenues was 58%, 65% and 86% in 2004, 2003 and 2002, respectively. The increase in costs from 2003 to 2004 was attributable to our recent acquisitions, which added $2.2 million in the aggregate. The improvement in gross margin in 2004 was due to our acquisitions of OMR Systems and IAN, which are generating higher gross margins on professional services than our historical gross margins. Our professional services margin improved from 2002 to 2003 primarily due to a large consulting project that commenced during the third quarter of 2003. The decrease in cost from 2002 to 2003, in terms of dollars, was a product of our effort to align the size of our professional consulting organization with the demand for our implementation and consulting services. As a result, average headcount decreased by seven employees from 2002 to 2003.


	*Cost of Outsourcing Revenues*

Cost of outsourcing revenues consists primarily of the cost related to personnel utilized in servicing our outsourcing clients. The cost of outsourcing revenues was $16.4 million, $8.0 million and $8.6 million in 2004, 2003 and 2002, respectively. The cost of outsourcing revenues as a percentage of these revenues was 53%, 61% and 68% in 2004, 2003 and 2002, respectively. We have improved margins for outsourcing revenues by managing costs and improving efficiencies through the automation of processes that were previously done manually. The increase in costs from 2003 to 2004 was largely due to $7.3 million of costs associated with our recent acquisitions and increased personnel costs of $1.1 million to support growth in organic revenues. The decrease in cost from 2002 to 2003 was largely attributable to our ability to effectively service a larger base of outsourcing clients with a lower average headcount. Average headcount

decreased by two employees from 2002 to 2003. Additionally, we were able to manage our costs for outside data fees, which decreased by $0.3 million from 2002 to 2003, due to the successful negotiation of a new agreement.

Operating Expenses

Our total operating expenses were $32.7 million, $26.7 million and $30.3 million in 2004, 2003 and 2002, respectively, and represent 34%, 41% and 49%, respectively, of total revenues in those years. The increase in total operating expenses from 2003 to 2004 was primarily due to costs of $5.0 million associated with the recent acquisitions, increased personnel-related costs of $1.6 million and increased professional fees of $0.4 million related to our implementation of the Sarbanes-Oxley Act of 2002, offset by a decrease of $1.1 million in bad debt expense, which was due to the collection of a significant, aged receivable that had been fully reserved. The decrease in total operating expenses from 2002 to 2003 was primarily due to the absence of $1.7 million of in-process research and development (IPR&D) expense we took in 2002, as well as a decrease of $0.8 million of depreciation and $0.7 million of personnel-related costs.


	*Selling and Marketing*

Selling and marketing expenses consist primarily of the personnel costs associated with the selling and marketing of our products, including salaries, commissions and travel and entertainment. Such expenses also include the cost of branch sales offices, trade shows and marketing and promotional materials. Selling and marketing expenses were $10.7 million, $8.4 million and $9.1 million in 2004, 2003 and 2002, respectively, representing 11%, 13% and 15%, respectively, of total revenues in those years. The increase in costs from 2003 to 2004 was due to the recent acquisitions which added $1.6 million in costs, and increased personnel costs of $0.6 million related to the hiring of senior level international sales personnel. Our costs decreased from 2002 to 2003 primarily due to reductions in support personnel costs and continued reductions in advertising and promotion expenses as a result of our increased focus on using the Internet to provide current and potential clients with information about our products and services, such as through our Software and Services ebriefings and webinars, rather than using traditional forms of advertising such as radio and print media, which are considerably more expensive.


	*Research and Development*

Research and development expenses consist primarily of personnel costs attributable to the development of new software products and the enhancement of existing products. Research and development expenses were $14.0 million, $11.2 million and $11.8 million in 2004, 2003 and 2002, respectively, representing 15%, 17% and 19%, respectively, of total revenues in those years. The increase in costs from 2003 to 2004 was primarily attributable to the recent acquisitions, which added $2.7 million in costs, and increased personnel costs of $0.5 million, offset by reduced facilities costs of $0.2 million and reduced amortization expense of $0.2 million. The decrease in research and development expenses in 2003 was primarily due to lower compensation expense of $0.9 million as a result of staffing reductions and decreases in other operating expenses of $0.7 million. This was offset by expense increases of $1.0 million as a result of the DBC acquisition.


	*General and Administrative*

General and administrative expenses consist primarily of personnel costs related to management, accounting and finance, information management, human resources and administration and associated overhead costs, as well as fees for professional services. General and administrative expenses were $8.0 million, $7.2 million and $7.7 million in 2004, 2003 and 2002, respectively, representing 8%, 11% and 12%, respectively, of total revenues in those years. The increase in costs from 2003 to 2004 was primarily attributable to our recent acquisitions, which added $0.7 million in costs, increased personnel costs of $0.6 million, additional costs of $0.4 million related to our implementation of the Sarbanes-Oxley Act of 2002 and an increase in other operating expenses of $0.2 million, offset by a decrease of $1.1 million in

bad debt expense, which was due to the collection of a significant, aged receivable that had been fully reserved. General and administrative expenses decreased in 2003 primarily due to lower personnel-related costs of $0.7 million, offset by a small increase in other operating expenses.


	*Write-off of Purchased In-Process Research and Development*

In January 2002, we acquired Real-Time. The acquisition was accounted for as a purchase and, accordingly, the purchase price was allocated among tangible and intangible assets, liabilities, and IPR&D based on their fair values on the date of the acquisition. The acquired IPR&D had not yet reached technological feasibility and had no alternative future use and, accordingly, $1.7 million was expensed on the date of the acquisition.


	*Interest and Other Income, Net*

Interest income, net consists of interest income less interest expense. Interest income, net was $1.5 million, $0.9 million and $1.4 million in 2004, 2003 and 2002, respectively. The increase in interest income, net from 2003 to 2004 was primarily due to a higher average cash and investments balance, which more than doubled as a result of the public stock offering completed in June 2004. Interest income, net decreased in 2003 primarily due to lower market interest rates on investments. Included in other income, net in 2004 was $0.1 million related to a favorable legal settlement. Included in other income, net in 2003 were net gains of $0.3 million resulting from the sale of equity investments, offset by $0.2 million in expenses related to the settlement of outstanding tax-related issues. Included in other income, net in 2002 were net losses of $0.2 million related to the sale of investments.


	*Provision for Income Taxes*

We had effective tax rates of approximately 39%, 39% and 41% in 2004, 2003 and 2002, respectively. The higher tax rate in 2002 was primarily due to lower tax credits in the period and the impact of a settlement reached with the Internal Revenue Service in the third quarter of 2002 of a dispute arising out of our deductions related to the 1999 litigation settlement payment of $9.3 million. We reached a settlement with the IRS that allowed us to deduct $5.5 million of the original $6.8 million deduction. The impact of this settlement was a tax cost of $0.5 million, which was included in our 2002 income tax provision. We also received notice of proposed tax deficiencies for the years 1996 to 1999 relating to our research and experimentation credits. In 2003, we reached a tentative settlement with the IRS that allowed 50% of the research and experimentation credits associated with the 1996 to 1999 years, or $351,000, which was included in our tax provision as of December 31, 2003. We had $5.9 million of deferred tax assets at December 31, 2004. In future years, we expect to have sufficient levels of profitability to realize the deferred tax assets at December 31, 2004.

Liquidity and Capital Resources

Our liquidity needs have historically been to finance the costs of operations pending the billing and collection of client receivables, to acquire complementary businesses or assets, to invest in research and development and to repurchase shares of our common stock. We have historically relied on cash flow from operations for liquidity. We expect that our future liquidity needs will consist of financing the costs of operations pending the billing and collection of client receivables, strategic acquisitions that allow us to expand our product offerings and client base, investments in research and development, repurchase of our common stock and payment of dividends, if any, to our stockholders. Our operating cash flow is primarily affected by the overall profitability of the sales of our products and services, our ability to invoice and collect from clients in a timely manner, our ability to efficiently implement our acquisition strategy and our ability to manage costs.

On March 4, 2005, we entered into a firm commitment letter with Fleet National Bank, a Bank of America Company, regarding a two-year, $75 million senior revolving credit facility intended (1) to finance a portion of our proposed acquisition of FMC; (2) to pay fees and expenses incurred in connection

with the acquisition of FMC; and (3) to provide us with ongoing working capital and cash for other general corporate purposes. We currently anticipate financing the acquisition of FMC with approximately $60 million of borrowings under the credit facility and approximately $100 million from cash on hand. By the earlier of (1) June 30, 2005 or (2) 45 calendar days after the closing of the acquisition, the maximum amount of borrowings under the credit facility will be reduced to $50 million and all amounts outstanding in excess of $50 million must be repaid. Interest on any loan extended under the credit facility will bear interest, at our option, at either Fleet’s prime rate or the Eurodollar rate plus 100 basis points. We currently anticipate entering into the credit facility and closing the acquisition of FMC in April 2005.


	*Cash Flows*

Our cash, cash equivalents and marketable securities at December 31, 2004 were $130.8 million, which represents an increase of $78.5 million from $52.4 million at December 31, 2003. The increase in cash, cash equivalents and marketable securities was mainly due to our public stock offering in June 2004, as well as net income for the period and proceeds from stock option exercises, offset by cash paid for acquisitions and dividends. Equity investments valued at $5.1 million, which are subject to market risk due to their volatility, are included in marketable securities at December 31, 2004.

Net cash provided by operating activities was $28.5 million in 2004, an increase of $4.8 million from $23.7 million in 2003. Net cash provided by operating activities during 2004 was primarily due to earnings of $19.0 million adjusted for non-cash items of $8.1 million, including a $2.7 million tax benefit related to stock option exercises, a decrease of $1.7 million in accounts receivable and an increase of $2.3 million in accounts payable and accrued expenses. These items were partially offset by a decrease of $3.3 million in deferred revenue. Our accounts receivable days sales outstanding at December 31, 2004 was 45 days, compared to 52 days as of September 30, 2004 and 43 days as of December 31, 2003. While our days sales outstanding increased during 2004 as a result of the transition of receivables related to our acquisition of OMR Systems, we have reduced the days sales outstanding each quarter and returned this metric to approximately the pre-acquisition level.

Cash used in investing activities was $89.2 million in 2004. Cash used in investing activities was primarily due to net purchases of marketable securities of $64.3 million and the $23.5 million net cash paid for the acquisitions of OMR Systems, IAN and NeoVision.

Cash provided by financing activities was $74.1 million in 2004. Cash provided by financing activities was primarily due to the $74.4 million in proceeds from our public stock offering. The exercise of stock options provided $2.2 million, offset by $2.9 million for the payment of our semi-annual cash dividends.

As of December 31, 2004, we had $28.9 million in cash and $101.9 million of marketable securities. We believe that our current cash, cash equivalents and marketable securities balances and anticipated cash flow from operations will be sufficient to meet our working capital requirements for at least the next 12 months. During the first quarter of 2005, we used approximately $1.9 million for the payment of the semi-annual cash dividend of $0.08 per share.

In February 2005, we entered into a definitive agreement to make an offer to acquire all of the outstanding common shares and Class C shares of FMC for C$17.70 in cash, or an aggregate amount of approximately US$160 million. The consummation of the transaction is subject to certain customary conditions, including the tender of a majority of the FMC shares. The transaction is expected to close during April 2005. We currently anticipate financing the acquisition with approximately $60 million of borrowings under the Fleet credit facility and approximately $100 million from cash on hand.


	*Contractual Obligations*

The following table summarizes our contractual obligations as of December 31, 2004 that require us to make future cash payments (in thousands):


	Payments Due by Period

			Less than						More than
Contractual Obligations	Total		1 Year		1-3 Years		3-5 Years		5 Years

Operating lease obligations(1)	$	8,829	$	3,518	$	4,346	$	767	$	198
Purchase obligations(2)		6,002		1,817		1,526		1,107		1,552


(1)	We are obligated under noncancelable operating leases for office space and office equipment. The lease for the corporate facility in Windsor, Connecticut expires in 2008 and we have the right to extend the lease for an additional term of five years. We sublease office space under noncancelable leases. We received rental income under these leases of $456,000, $500,000 and $512,000 for the years ended December 31, 2004, 2003 and 2002, respectively.

(2)	Purchase obligations include the minimum amounts committed under contracts for goods and services.

On March 4, 2005, we entered into a firm commitment letter with Fleet regarding a two-year, $75 million senior revolving credit facility. Please see “Liquidity and Capital Resources” for a discussion of the commitment letter.

On November 30, 2004, as part of our semi-annual cash dividend program, our board of directors declared a cash dividend of $0.08 per share of common stock, which was paid on March 3, 2005 to stockholders of record as of February 10, 2005. Although we expect to declare cash dividends in the future, various factors, including our financial condition, operating results, current and anticipated cash needs and plans for expansion, will affect our decision-making process.

In addition, from time to time, we are subject to certain legal proceedings and claims that arise in the normal course of our business. In the opinion of management, we are not a party to any litigation that we believe could have a material effect on us or our business.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Recent Accounting Pronouncement

In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123 (revised 2004), “Share-Based Payment”. SFAS No. 123® requires that the compensation cost relating to equity awards be recognized in financial statements. The cost will be measured based on the fair value of the instruments issued. SFAS No. 123® covers a wide range of stock-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. SFAS No. 123® replaces SFAS No. 123 and supersedes APB Opinion No. 25. As originally issued in 1995, SFAS No. 123 established as preferable the fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial statements disclosed what net income would have been had the preferable fair-value-based method been used. We will be required to apply SFAS No. 123® as of July 1, 2005.

We are currently evaluating the two methods of adoption allowed by SFAS 123R: the modified-prospective transition method and the modified-retrospective transition method. Adoption of SFAS 123R will materially increase stock compensation expense and decrease net income. In addition, SFAS 123R requires that the excess tax benefits related to stock compensation be reported as a cash inflow from financing activities rather than as a reduction of taxes paid in cash from operations.

Certain Factors That May Affect Future Operating Results

Risks Relating to Our Business

Our revenues and operating results have fluctuated significantly, and may continue to fluctuate significantly, from quarter to quarter

Historically, our revenues and operating results have fluctuated significantly from quarter to quarter. Our quarterly operating results may continue to fluctuate due to a number of factors, including:


	•	the timing, size and nature of our individual license and service transactions,

	•	the timing of the introduction and the market acceptance of new products, product enhancements or services by us or our competitors,

	•	the relative proportions of revenues derived from license fees, maintenance, professional services and outsourcing,

	•	the tendency of some of our clients to wait until the end of a fiscal quarter or our fiscal year in the hope of obtaining more favorable terms,

	•	changes in client budgets and decision-making processes that could affect both the timing and the size of any transaction,

	•	the amount and timing of operating costs and other expenses,

	•	cancellations of maintenance and/or outsourcing arrangements by our clients,

	•	changes in local, national and international regulatory requirements,

	•	changes in our personnel, and

	•	fluctuations in economic and financial market conditions.

The timing, size and nature of individual license and outsourcing transactions are important factors in our quarterly operating results. Many of the products we provide through licensing transactions are relatively complex, and licensing transactions involve a significant commitment of capital, with attendant delays frequently associated with large capital expenditures and implementation procedures within an organization. Moreover, licensing arrangements may require coordination within an organization’s various divisions and operations. For these and other reasons, the sales cycles for these transactions are often lengthy and unpredictable. Our inability to close license transactions on a timely basis or at all could adversely affect our quarterly revenues and operating results.

General economic and market conditions and a weakening of the financial services industry may cause clients and potential clients to reduce expenditures on our products and services, which would result in lost revenues and reduced income

Our clients include a range of organizations in the financial services industry. The success of these clients is intrinsically linked to the health of the financial markets. In addition, we believe that fluctuations, disruptions, instability or downturns in the financial markets, which may cause clients and potential clients to exit the industry or delay, cancel or reduce any planned expenditures for investment management systems and software products, could disproportionately affect demand for our products and

services. In addition, if financial services firms continue to consolidate, as they have over the past decade, there could be a material adverse effect on our business and financial results. For example, if a client merges with a firm using its own solution or another vendor’s solution, it could decide to consolidate its processing on a non-SS&C system, which could have an adverse effect on our financial results. Any resulting decline in demand for our products and services could have a material adverse effect on our business, financial condition and results of operations.

If we are unable to retain and attract clients, our revenues and net income would remain stagnant or decline

If we are unable to keep existing clients satisfied, sell additional products and services to existing clients or attract new clients, then our revenues and net income would remain stagnant or decline. A variety of factors could affect our ability to successfully retain and attract clients, including:


	•	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 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

We have made and may in the future make acquisitions of companies, products or technologies that we believe could complement or expand our business, augment our market coverage, enhance our technical capabilities or otherwise offer growth opportunities, including our proposed acquisition of FMC. Failure to achieve the anticipated benefits of an acquisition could harm our business, results of operations and cash flows. Acquisitions could subject us to contingent or unknown liabilities, and we may have to incur debt or severance liabilities, write-off investments, infrastructure costs, impaired goodwill or other assets, or issue equity securities to pay for any future acquisitions. The issuance of equity securities could dilute our existing stockholders’ ownership.

Our success is also dependent on our ability to complete the integration of the operations of acquired businesses in an efficient and effective manner. Successful integration in the rapidly changing financial services industry may be more difficult to accomplish than in other industries. We may not realize the benefits we anticipate from these acquisitions, such as lower costs or increased revenues. We may also realize such benefits more slowly than anticipated, due to our inability to:


	•	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.

Integration may not be smooth or successful. The inability of management to successfully integrate the operations of acquired companies could have a material adverse effect on our business, financial condition and results of operations. The acquisitions may also place a significant strain on our management, administrative, operational and other resources. To manage growth effectively, we must continue to improve our management and operational controls, enhance our reporting systems and procedures, integrate new personnel and manage expanded operations. If we are unable to manage our growth and the related expansion in our operations from recent and future acquisitions, our business may be harmed through a decreased ability to monitor and control effectively our operations, and a decrease in the quality of work and innovation of our employees.

We may be unable to identify suitable businesses to acquire, which would hinder our ability to grow our revenues and client base and adversely affect our business and financial results

We may not identify suitable businesses to acquire or negotiate acceptable terms for acquisitions. Historically, a significant portion of our growth has occurred as a result of our ability to acquire similar or complementary businesses on favorable terms. We have relied heavily on acquisitions for adding new products, increasing revenues and adding to our client base, and we expect to continue to do so in the future. This growth strategy is subject to a number of risks that could adversely affect our business and financial results, including:


	•	we may not be able to find suitable businesses to acquire at affordable valuations or on other acceptable terms,

	•	we may face competition for acquisitions from other potential acquirers or from the possibility of the acquisition target pursuing an initial public offering of its stock, and

	•	we may find it more difficult or costly to complete acquisitions due to changes in accounting, tax, securities or other regulations.

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

Our success and ability to compete depends in part upon our ability to protect our proprietary technology. We rely on a combination of trade secret, patent, copyright and trademark law, nondisclosure agreements and technical measures to protect our proprietary technology. We have registered trademarks for many of our products and will continue to evaluate the registration of additional trademarks as appropriate. We generally enter into confidentiality agreements with our employees and clients. We seek to protect our software, documentation and other written materials under trade secret and copyright laws, which afford only limited protection. These efforts may be insufficient to prevent third parties from asserting intellectual property rights in our technology. Furthermore, it may be possible for unauthorized third parties to copy portions of our products or to reverse engineer or otherwise obtain and use our proprietary information, and third parties may assert ownership rights in our proprietary technology.

Existing patent and copyright laws afford only limited protection. Others may develop substantially equivalent or superseding proprietary technology, or competitors may offer equivalent products in competition with our products, thereby substantially reducing the value of our proprietary rights. We cannot be sure that our proprietary technology does not include open-source software, free-ware, share-ware or other publicly available technology. There are many patents in the investment management field. As a result, we are subject to the risk that others will claim that the important technology we have developed, acquired or incorporated into our products will infringe the rights, including the patent rights, such persons may hold. Third parties also could claim that our software incorporates publicly available software and that, as a result, we must publicly disclose our source code. Because we

rely on confidentiality for protection, such an event could result in a material loss of intellectual property rights. We cannot be sure that we will develop proprietary products or technologies that are patentable, that any patent, if issued, would provide us with any competitive advantages or would not be challenged by third parties, or that the patents of others will not adversely affect our ability to do business. Expensive and time-consuming litigation may be necessary to protect our proprietary rights.

We have acquired and may acquire important technology rights through our acquisitions and have often incorporated and may incorporate features of this technology across many products and services. As a result, we are subject to the above risks and the additional risk that the seller of the technology rights may not have appropriately protected the intellectual property rights we acquired. Indemnification and other rights under applicable acquisition documents are limited in term and scope and therefore provide us with only limited protection.

In addition, we currently rely on third-party licenses in providing our products and services. If we lost such licenses or such licenses were found to infringe upon the rights of others, we would need to seek alternative means of obtaining the licensed technology to continue to provide our products or services. Our inability to replace such technology, or to replace such technology in a timely manner, could have a negative impact on our operations and financial results.

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

In recent years, there has been significant litigation in the United States involving patents and other intellectual property rights. While we are not currently a party to any litigation asserting that we have violated third-party intellectual property rights, we may be a party to litigation in the future to enforce our intellectual property rights or as a result of an allegation that we infringe others’ intellectual property, including patents, trademarks and copyrights. Any parties asserting that our products or services infringe upon their proprietary rights would force us to defend ourselves and possibly our clients against the alleged infringement. Third parties could claim that our software incorporates publicly available software and that, as a result, we must publicly disclose our source code. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and invalidation of our proprietary rights. These lawsuits, regardless of their success, could be time-consuming and expensive to resolve, adversely affect our sales, profitability and prospects and divert management time and attention away from our operations. We may be required to re-engineer our products or services or obtain a license of third-party technologies on unfavorable terms.

We expect our gross and operating margins may fluctuate over time, which could cause our financial results to differ from investor expectations or negatively affect our profitability

We expect that our gross and operating margins may fluctuate from period to period as we continue to introduce new products, experience fluctuations in the relative proportions of revenues derived from our products and services, continue to hire and acquire additional personnel and increase other expenses to support our business. Historically, we derived our revenues principally from the licensing of our products. However, we are increasingly deriving our revenues from outsourcing and related services, which have lower profit margins. For the years ended December 31, 2004, 2003 and 2002, our outsourcing revenues represented 32%, 20% and 20%, respectively, of our total revenues. The gross margins for outsourcing services were 47%, 39% and 32% in 2004, 2003 and 2002, respectively. We expect that the portion of our revenues derived from outsourcing and related services will continue to increase, which, because of the lower margins associated with such revenues, could adversely affect our profitability.

Our failure to continue to derive substantial revenues from the licensing of, or outsourcing solutions related to, our CAMRA, TradeThru, AdvisorWare, SKYLINE and LMS 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

To date, substantially all of our revenues have been attributable to the licensing of, or outsourcing solutions related to, our CAMRA, TradeThru, AdvisorWare, SKYLINE and LMS software and the provision of maintenance and professional services in support of such licensed software. During the year ended December 31, 2004, we derived an aggregate of $59.8 million in revenues from CAMRA, TradeThru, AdvisorWare, SKYLINE and LMS, consisting of revenues from licenses, related maintenance and professional services, and outsourcing services. We expect that the revenues from these software products and services will continue to account for a significant portion of our total revenues for the foreseeable future. As a result, factors adversely affecting the pricing of or demand for such products and services, such as competition or technological change, could have a material adverse effect on our ability to sustain or grow our revenues and harm our business, financial condition and results of operations.

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

The market for financial services software and services is competitive, rapidly evolving and highly sensitive to new product and service introductions and marketing efforts by industry participants. The market is also highly fragmented and served by numerous firms that target only local markets or specific client types. We also face competition from information systems developed and serviced internally by the IT departments of financial services firms.

Some of our current and potential competitors have significantly greater financial, technical and marketing resources, generate higher revenues and have greater name recognition. Our current or potential competitors may develop products comparable or superior to those developed by us, or adapt more quickly than us to new technologies, evolving industry trends or changing client or regulatory requirements. It is also possible that alliances among competitors may emerge and rapidly acquire significant market share. Increased competition may result in price reductions, reduced gross margins and loss of market share, any of which could materially adversely affect our business, financial condition and results of operations.

Our inability to introduce new products and services could adversely affect our revenues and cause us to lose current or potential clients

Rapidly changing technology, evolving industry standards and new product and service introductions characterize the market for our products and services. Our future success will depend in part upon our ability to enhance our existing products and services and to develop and introduce new products and services to meet changing client needs and evolving regulatory requirements. The process of developing software products such as those offered by us is extremely complex and is expected to become increasingly complex and expensive in the future due to the introduction of new platforms and technologies. Our ability to keep up with technology and business changes is subject to a number of risks, including:


	•	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,

	•	we may find it difficult or costly to update our software and services to keep pace with business, 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.

Our failure to develop new products and services in a timely fashion or to address promptly the needs of the financial markets could adversely affect our business, financial condition and results of operations.

Undetected software design defects, errors or failures may result in loss of or delay in market acceptance of our products that could adversely affect our revenues, financial condition and results of operations

Our software products are highly complex and sophisticated and could contain design defects or software errors that are difficult to detect and correct. Errors or bugs may result in loss of or delay in market acceptance of our software products or loss of client data or require design modifications. We cannot assure you that, despite testing by us and our clients, errors will not be found in new products, which errors could result in a delay in or an inability to achieve market acceptance and thus could have a material adverse effect upon our revenues, financial condition and results of operations.

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

We believe that our success is due in part to our experienced management team. We depend in large part upon the continued contribution of our senior management and, in particular, William C. Stone, our chief executive officer and chairman of the board. Losing the services of one or more members of our senior management could adversely affect our business and results of operations. Mr. Stone has been instrumental in developing our business strategy and forging our business relationships since he founded the company in 1986. We maintain no key man life insurance policies for Mr. Stone or any other senior officers or managers.

Our success is also dependent upon our ability to attract, train and retain highly skilled technical and sales personnel. Competition for the hiring of such personnel in the software industry can be intense. Locating candidates with the appropriate qualifications, particularly in the desired geographic location and with the necessary subject matter expertise, is difficult. Our failure to attract and retain a sufficient number of highly skilled employees could adversely affect our business, financial condition and results of operations.

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

For the years ended December 31, 2004, 2003 and 2002, international revenues accounted for 22%, 17% and 16%, respectively, of our total revenues. We sell certain of our products, such as Altair and Mabel, primarily overseas. Our international business may be subject to a variety of risks, including:


	•	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, and

	•	difficulties in enforcement of third-party contractual obligations and intellectual property rights.

Such factors could have a material adverse effect on our business, financial condition or results of operations.

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

A war, terrorist attack, natural disaster or other catastrophe may adversely affect our business. A catastrophic event could have a direct negative impact on us or an indirect impact on us by, for example, affecting our clients, the financial markets or the overall economy and reducing our ability to provide, our clients’ ability to use, and the demand for, our products and services. The potential for a direct impact is due primarily to our significant investment in infrastructure. Although we maintain redundant facilities and have contingency plans in place to protect against both man-made and natural threats, it is impossible to fully anticipate and protect against all potential catastrophes. A computer virus, security breach, criminal act, military action, power or communication failure, flood, severe storm or the like could lead to service interruptions and data losses for clients, disruptions to our operations, or damage to important facilities. In addition, such an event may cause clients to cancel their agreements with us for our products or services. Any of these could have a material adverse effect on our business, revenues and financial condition.

Recently enacted and proposed regulatory changes may cause us to incur increased costs and divert the attention of our management from the operation of our business, and failure or circumvention of our controls and procedures could delay our ability to identify error or fraud and cause loss of investor and client confidence and serious harm to our business, financial condition, results of operations and cash flows

Recently enacted and proposed changes in the laws and regulations affecting public companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules proposed by the Securities and Exchange Commission and NASDAQ, could cause us to incur increased costs as we evaluate the implications of new rules and respond to new requirements. The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control for financial reporting. As a result, management’s attention may be diverted from other business concerns, which could have a material adverse effect on our business, financial condition, results of operations and cash flows. In addition, we may need to hire additional accounting and financial staff with appropriate public company experience and technical accounting knowledge, and we cannot assure you that we will be able to do so in a timely fashion.

Our internal controls and procedures may not be able to prevent other than inconsequential error or fraud in the future. Any system of controls, however well designed and operated, is based in part on certain assumptions and can provide only reasonable, and not absolute, assurances that the objectives of the system are met. Faulty judgments, simple errors or mistakes, or the failure of our personnel to adhere to established controls and procedures may make it impossible for us to ensure that the objectives of the control system are met. A failure of our controls and procedures to detect other than inconsequential error or fraud could seriously harm our business, results of operations and financial condition.

Risks Relating to Our Common Stock

Our stock price is volatile and may continue to be volatile in the future, which could result in substantial losses for our investors

The trading price of our common stock has been, and is expected to continue to be, highly volatile. The following factors may significantly and adversely affect the trading price of our common stock:


	•	actual or anticipated fluctuations in our operating results,

	•	announcements of technological innovations,

	•	new products or new contracts by us or our competitors,

	•	developments with respect to copyrights or propriety rights,

	•	conditions and trends in the financial services and software industries,


	•	changes in financial estimates by securities analysts, and

	•	general market conditions and other factors.

William C. Stone has the ability to exercise substantial influence over all matters requiring stockholder and board approval and could make decisions about our business that conflict with the interests of other stockholders

William C. Stone, our chief executive officer and chairman of the board of directors, owns approximately 27% of our outstanding common stock. Mr. Stone has the ability to exert significant influence over our affairs, including the election of directors and decisions related to our strategic and operating activities. This concentration of ownership and board representation may have the effect of delaying or preventing a change in control that other stockholders may find favorable.

Provisions of our charter and bylaws may delay or prevent transactions that are in your best interests

Our charter and bylaws contain provisions, including a staggered board of directors, that may make it more difficult for a third party to acquire us, or may discourage bids to do so. These provisions could limit the price that investors might be willing to pay for shares of our common stock and could make it more difficult for a third party to acquire, or could discourage a third party from acquiring, a majority of our outstanding common stock. Our board of directors also has the authority to issue up to 1,000,000 shares of preferred stock and to determine the price, rights, preferences, privileges and restrictions, including voting rights, of those shares without any further vote or action by the stockholders. The rights of the holders of common stock will be subject to, and may be adversely affected by, the rights of the holders of any preferred stock that may be issued in the future. The issuance of preferred stock could make it more difficult for a third party to acquire, or may discourage a third party from acquiring, a majority of our outstanding common stock.


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

We have no derivative financial instruments. We generally place our marketable security investments in high credit quality instruments, primarily U.S. Government and Federal Agency obligations, tax-exempt municipal obligations and corporate obligations. We do not expect any material loss from our marketable security investments and therefore believe that our potential interest rate exposure is not material.

The following table provides information about our financial instruments that are sensitive to changes in interest rates (dollars in thousands):


	Fair Value of
	Investments as of
	December 31, 2004
	Maturing in:

Investments	2005			2006

Fixed Rate Investments	$	11,933		$	12,946
Average Interest		2.09	%		2.70	%

We invoice clients primarily in U.S. dollars and in local currency in those countries in which we have branch and subsidiary operations. We are exposed to foreign exchange rate fluctuations from the time clients are invoiced in local currency until collection occurs. Through December 31, 2004, foreign currency fluctuations have not had a material effect on our financial position or results of operations, and therefore we believe that our potential foreign currency exchange rate exposure is not material.

The foregoing risk management discussion and the effect thereof are forward-looking statements. Actual results in the future may differ materially from these projected results due to actual developments in global financial markets. The analytical methods used by us to assess and minimize risk discussed above should not be considered projections of future events or losses.


Item 8.	*Financial Statements and Supplementary Data*

Information required by this item is contained in our consolidated financial statements, related footnotes and the report of PricewaterhouseCoopers LLP appearing in this annual report, which information is incorporated herein by reference.


Item 9.	*Changes in and Disagreements with Accountants on Accounting and Financial Disclosure*

None.


Item 9A.	*Controls and Procedures*

Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of December 31, 2004, the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of December 31, 2004 that our disclosure controls and procedures were effective such that the information relating to us and our consolidated subsidiaries, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control

There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that occurred during the quarter ended December 31, 2004, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934. A company’s internal control over financial reporting is a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Our management, including our principal executive officer and principal financial officer, conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004. In conducting their assessment, our management used the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our management concluded that our internal control over financial reporting was effective as of December 31, 2004.

Management’s assessment of the effectiveness of our internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Item 9B. Other Information

On March 11, 2005, our compensation committee and board of directors approved a number of compensation arrangements with our executive officers and directors, as discussed below.

Our compensation committee ratified and approved the following 2005 base salaries for our executive officers (Mr. Milne’s compensation is based on the pound-dollar exchange rate as of March 8, 2005), which include pay increases for Messrs. Pedonti and Whitman:


	*2005 Base Compensation (Annual Rate)*


William C. Stone	Chairman of the Board and Chief Executive Officer	$	500,000
Normand A. Boulanger	President and Chief Operating Officer		350,000
Patrick J. Pedonti	Senior Vice President and Chief Financial Officer		200,000
Stephen V.R. Whitman	Senior Vice President and General Counsel		190,000
Kevin Milne	Senior Vice President — International		383,178

Under our senior officer short-term incentive program, our compensation committee has discretionary authority to award cash bonuses to individual executive officers. Our compensation committee believes the short-term incentive program provides significant incentive to our executive officers because it enables our compensation committee to reward outstanding individual achievement. The total amount of funds available for annual bonuses to executive officers and other employees in the incentive program is tied to our overall financial performance. On March 11, 2005, our compensation committee elected to award the following bonuses to our executive officers for services rendered during 2004:


	*Short-Term Incentive Compensation Awarded for Performance in 2004*


William C. Stone	Chairman of the Board and Chief Executive Officer		$700,000
Normand A. Boulanger	President and Chief Operating Officer		250,000
Patrick J. Pedonti	Senior Vice President and Chief Financial Officer		100,000
Stephen V.R. Whitman	Senior Vice President and General Counsel		75,000
Kevin Milne	Senior Vice President — International	15% of base salary


	*Director Compensation Program*

On March 11, 2005, our compensation committee recommended, and our board of directors approved, a director compensation package in which each non-employee director will receive (i) an annual payment of $10,000 for service on the board, (ii) a payment of $1,000 for each board meeting attended and (iii) a payment of $500 for each committee meeting attended. In addition, the chairman of our audit committee will receive an annual payment of $5,000, and the chairman of each other board committee will receive an annual payment of $2,500. All of the directors are reimbursed for expenses incurred in connection with their attendance at board and committee meetings.

Under our 1996 Director Stock Option Plan, each non-employee director is entitled to receive an option to purchase shares of common stock upon his or her initial election to the board and at each annual meeting of stockholders thereafter, provided that he or she continues to serve as a director immediately following such annual meeting. Such option is fully vested and has an exercise price equal to the closing price of our common stock on the Nasdaq Stock Market on the date of grant. On March 11, 2005, our board amended the director plan to reduce the initial and annual option grants from 7,500 to 5,000 shares (in each instance after giving effect to our three-for-two stock split in the form of a stock dividend, which was payable on March 5, 2004 to stockholders of record as of February 20, 2004).

PART III

Certain information required by Part III is omitted from this annual report as we intend to file our definitive proxy statement for our annual meeting of stockholders to be held on May 26, 2005, pursuant to Regulation 14A of the Securities Exchange Act of 1934, not later than 120 days after the end of the fiscal year covered by this annual report, and certain information included in the proxy statement is incorporated herein by reference.


Item 10.	*Directors and Executive Officers of the Registrant*

Information required by this Item 10 is set forth in the proxy statement under the headings “Directors and Nominees for Director”, “Board Committees”, “Director Candidates” and “Section 16(a) Beneficial Ownership Reporting Compliance”, which information is incorporated herein by reference. Biographical information for each of our executive officers is set forth under the heading “Executive Officers of the Registrant” in Part I of this annual report, which information is incorporated herein by reference.

Our board of directors has adopted a code of business conduct and ethics that applies to all of our executive officers, directors and employees. The code was approved by the audit committee of our board of directors and by the full board of directors. We have posted a current copy of our code under “Corporate Governance” in the “Investor Information” section of our website at www.ssctech.com. To the extent permitted by applicable rules of the NASDAQ Stock Market, we intend to satisfy the disclosure requirements under Item 5.05 of Form 8-K regarding an amendment to, or waiver from, a provision of the code of business conduct and ethics with respect to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website.


Item 11.	*Executive Compensation*

Information required by this Item 11 is set forth in the proxy statement under the headings “Compensation of Executive Officers”, “Compensation Committee Interlocks and Insider Participation” and “Compensation of Directors”, which information is incorporated herein by reference.


Item 12.	*Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters*

Information required by this Item 12 is set forth in the proxy statement under the headings “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans”, which information is incorporated herein by reference.


Item 13.	*Certain Relationships and Related Transactions*

Information required by this Item 13 is set forth in the Proxy Statement under the headings “Certain Transactions” and “Compensation of Executive Officers — Employment Agreements”, which information is incorporated herein by reference.


Item 14.	*Principal Accountant Fees and Services*

Information required by this Item 14 is set forth in the proxy statement under the heading “Independent Auditor’s Fees”, which information is incorporated herein by reference.

PART IV


Item 15.	*Exhibits and Financial Statement Schedules*

(a)

1. Financial Statements

The following financial statements are filed as a part of this annual report:


Document		Page

Report of Independent Registered Public Accounting Firm			F-1
Consolidated Financial Statements:
	Balance Sheets as of December 31, 2004 and 2003		F-3
	Statements of Operations for the years ended December 31, 2004, 2003 and 2002		F-4
	Statements of Cash Flows for the years ended December 31, 2004, 2003 and 2002		F-5
	Statements of Changes in Stockholders’ Equity for the years ended December 31, 2002, 2003 and 2004		F-6
	Notes to Consolidated Financial Statements		F-7

2. Financial Statement Schedules

Financial statement schedules are not submitted because they are not applicable, not required or the information is included in our consolidated financial statements.

3. Exhibits

The exhibits listed in the Exhibit Index immediately preceding the exhibits are filed as part of this annual report.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on March 14, 2005.


	SS&C Technologies, Inc.


	By:	/s/ William C. Stone



	William C. Stone
	Chief Executive Officer
	and Chairman of the Board of Directors

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


Signature	Title	Date


/s/ William C. Stone William C. Stone	Chief Executive Officer and Chairman of the Board of Directors (Principal Executive Officer)	March 14, 2005

/s/ Patrick J. Pedonti Patrick J. Pedonti	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 14, 2005

/s/ David W. Clark Jr. David W. Clark, Jr.	Director	March 14, 2005

/s/ Joseph H. Fisher Joseph H. Fisher	Director	March 14, 2005

/s/ Jonathan M. Schofield Jonathan M. Schofield	Director	March 14, 2005

/s/ Patrick J. McDonnell Patrick J. McDonnell	Director	March 14, 2005

/s/ Albert L. Lord Albert L. Lord	Director	March 14, 2005

/s/ James L. Sullivan James L. Sullivan	Director	March 14, 2005

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

SS&C Technologies, Inc. and Subsidiaries:

We have completed an integrated audit of SS&C Technologies, Inc.’s 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below.

Consolidated financial statements

In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of SS&C Technologies, Inc. and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

Internal control over financial reporting

Also, in our opinion, management’s assessment, included in Management’s Report on Internal Control Over Financial Reporting appearing under Item 9A, that the Company maintained effective internal control over financial reporting as of December 31, 2004 based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO), is fairly stated, in all material respects, based on those criteria. Furthermore, in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control — Integrated Framework issued by the COSO. The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management’s assessment and on the effectiveness of the Company’s internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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 management and directors of the company; and (iii) provide reasonable assurance regarding prevention or

F-1

timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.


	/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut

March 14, 2005

F-2

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


		December 31,

		2004			2003

		(In thousands, except
		per share data)
ASSETS
Current assets:
	Cash and cash equivalents	$	28,913		$	15,261
	Investments in marketable securities (Note 3)		101,922			37,120
	Accounts receivable, net of allowance for doubtful accounts of $766 and $1,449, respectively (Note 4)		13,545			8,571
	Prepaid expenses and other current assets		1,607			1,434
	Deferred income taxes (Note 6)		—			620

Total current assets			145,987			63,006


Property and equipment:
	Leasehold improvements		4,100			3,593
	Equipment, furniture, and fixtures		18,016			15,805

			22,116			19,398
	Less accumulated depreciation		(16,763	)		(14,634	)

	Net property and equipment		5,353			4,764

Deferred income taxes (Note 6)			5,894			6,417
Goodwill			16,227			3,841
Intangible and other assets, net of accumulated amortization of $5,570 and $3,168, respectively			12,202			4,557

Total assets		$	185,663		$	82,585


LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:
	Accounts payable	$	1,073		$	916
	Income taxes payable		609			91
	Accrued employee compensation and benefits		6,248			3,484
	Other accrued expenses		3,549			2,039
	Deferred income taxes		188			—
	Dividend payable		1,850			—
	Deferred maintenance and other revenue		16,052			14,467

Total current liabilities			29,569			20,997

Commitments and contingencies (Notes 7, 8, 9 and 12)
Stockholders’ equity (Notes 5 and 10):
	Common stock, $0.01 par value, 50,000 shares authorized; 31,276 and 26,806 shares issued and 23,085 and 18,615 shares outstanding, respectively (including 6,205 shares issued on March 5, 2004 as a stock dividend to effect the stock split)		313			268
	Additional paid-in capital		185,032			105,359
	Accumulated other comprehensive income		1,140			588
	Retained earnings		23,029			8,793

			209,514			115,008
	Less: cost of common stock in treasury; 8,191 shares (Note 5)		53,420			53,420

Total stockholders’ equity			156,094			61,588

Total liabilities and stockholders’ equity		$	185,663		$	82,585

The accompanying notes are an integral part of these financial statements.

F-3

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


			Year Ended December 31,

			2004		2003		2002

			(In thousands, except
			per share data)
Revenues:
	Software licenses		$	17,250	$	14,233	$	15,631
	Maintenance			36,433		31,318		27,850
	Professional services			11,320		6,757		6,326
	Outsourcing			30,885		13,223		12,627

		Total revenues		95,888		65,531		62,434

Cost of revenues:
	Software licenses			2,258		1,788		1,316
	Maintenance			8,462		6,248		5,640
	Professional services			6,606		4,387		5,412
	Outsourcing			16,444		8,003		8,621

		Total cost of revenues		33,770		20,426		20,989

Gross profit				62,118		45,105		41,445

Operating expenses:
	Selling and marketing			10,734		8,393		9,078
	Research and development			13,957		11,180		11,760
	General and administrative			8,014		7,154		7,721
	Write-off of purchased in-process research and development (Note 11)			—		—		1,744

		Total operating expenses		32,705		26,727		30,303

Operating income				29,413		18,378		11,142

Interest income				1,528		912		1,431
Other income (expense), net				99		47		(273	)

Income before income taxes				31,040		19,337		12,300
Provision for income taxes (Note 6)				12,030		7,541		4,995

Net income			$	19,010	$	11,796	$	7,305


Basic earnings per share			$	0.90	$	0.63	$	0.38

Basic weighted average number of common shares outstanding				21,185		18,617		19,473

Diluted earnings per share			$	0.84	$	0.59	$	0.36

Diluted weighted average number of common and common equivalent shares outstanding				22,499		19,832		20,531

The accompanying notes are an integral part of these financial statements.

F-4

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


				Year Ended December 31,

				2004			2003			2002

				(In thousands)
Cash flow from operating activities:
	Net income			$	19,010		$	11,796		$	7,305

Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization				4,593			3,563			3,939
	Net realized losses (gains) on equity investments				26			(259	)		208
	Loss (gain) on sale or disposition of property and equipment				(7	)		25			2
	Deferred income taxes				1,134			620			1,222
	Income tax benefit related to exercise of stock options				2,720			3,280			1,073
	Purchased in-process research and development				—			—			1,744
	Provision for doubtful accounts				(378	)		689			452
	Changes in operating assets and liabilities, excluding effects from acquisitions:
		Accounts receivable			1,664			1,784			(1,238	)
		Prepaid expenses and other assets			271			(346	)		286
		Accounts payable			(340	)		65			(202	)
		Accrued expenses			2,596			(13	)		488
		Income taxes payable			521			(581	)		(52	)
		Deferred maintenance and other revenues			(3,286	)		3,088			268

			Total adjustments		9,514			11,915			8,190

	Net cash provided by operating activities				28,524			23,711			15,495

Cash flow from investing activities:
	Additions to property and equipment				(1,345	)		(1,100	)		(554	)
	Proceeds from sale of property and equipment				7			—			7
	Cash paid for business acquisitions, net of cash acquired (Note 11)				(23,541	)		(1,817	)		(8,332	)
	Purchases of marketable securities				(165,556	)		(28,579	)		(17,965	)
	Sales of marketable securities				101,215			16,175			24,106

	Net cash used in investing activities				(89,220	)		(15,321	)		(2,738	)

Cash flow from financing activities:
	Repayment of debt and acquired debt				—			—			(146	)
	Issuance of common stock				74,795			290			252
	Exercise of options				2,203			6,563			4,323
	Purchase of common stock for treasury				—			(17,698	)		(27,719	)
	Common stock dividends				(2,924	)		(1,236	)		—

	Net cash provided by (used in) financing activities				74,074			(12,081	)		(23,290	)

Effect of exchange rate changes on cash					274			616			444

Net increase (decrease) in cash and cash equivalents					13,652			(3,075	)		(10,089	)
Cash and cash equivalents, beginning of year					15,261			18,336			28,425

Cash and cash equivalents, end of year				$	28,913		$	15,261		$	18,336

Supplemental disclosure of cash flow information
	Cash paid for
		Interest expense		$	9		$	1		$	2
		Income taxes		$	7,713		$	4,245		$	2,560
Supplemental disclosure of non-cash investing activities
	See Note 11 for a discussion of acquisitions.
Supplemental disclosure of non-cash financing activities
	Dividends declared but not paid			$	1,850			—			—

The accompanying notes are an integral part of these financial statements.

F-5

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Years Ended December 31, 2002, 2003 and 2004


		Common Stock									Accumulated
											Other
		Number				Additional		Accumulated			Comprehensive						Total
		of Issued				Paid-in		Earnings			Income			Treasury			Stockholders’
		Shares		Amount		Capital		(Deficit)			(Loss)			Stock			Equity

		(In thousands)
Balance, at December 31, 2001			24,534	$	245	$	89,592	$	(9,072	)	$	186		$	(8,003	)	$	72,948
	Exercise of options		890		9		4,314		—			—			—			4,323
	Issuance of common stock		67		1		251		—			—			—			252
	Issuance of warrants		—		—		9		—			—			—			9
	Purchase of common stock		—		—		—		—			—			(27,719	)		(27,719	)
	Income tax benefit related to exercise of stock options		—		—		1,073		—			—			—			1,073
	Net income		—		—		—		7,305			—			—			7,305
	Foreign exchange translation adjustment		—		—		—		—			424			—			424
	Change in unrealized loss on investments		—		—		—		—			(1,345	)		—			(1,345	)

Balance, at December 31, 2002			25,491		255		95,239		(1,767	)		(735	)		(35,722	)		57,270
	Exercise of options		1,262		13		6,550		—			—			—			6,563
	Issuance of common stock		53		—		290		—			—			—			290
	Purchase of common stock		—		—		—		—			—			(17,698	)		(17,698	)
	Cash dividends declared — $0.067 per share (see Note 5)		—		—		—		(1,236	)		—			—			(1,236	)
	Income tax benefit related to exercise of stock options		—		—		3,280		—			—			—			3,280
	Net income		—		—		—		11,796			—			—			11,796
	Foreign exchange translation adjustment		—		—		—		—			496			—			496
	Change in unrealized gain on investments, net of tax		—		—		—		—			827			—			827

Balance, at December 31, 2003			26,806		268	$	105,359	$	8,793		$	588		$	(53,420	)	$	61,588
	Exercise of options		391		4		2,199		—			—			—			2,203
	Issuance of common stock		4,079		41		74,754		—			—			—			74,795
	Cash dividends declared — $0.22 per share (see Note 5)		—		—		—		(4,774	)		—			—			(4,774	)
	Income tax benefit related to exercise of stock options		—		—		2,720		—			—			—			2,720
	Net income		—		—		—		19,010			—			—			19,010
	Foreign exchange translation adjustment		—		—		—		—			263			—			263
	Change in unrealized gain on investments, net of tax		—		—		—		—			289			—			289

Balance, at December 31, 2004			31,276	$	313	$	185,032	$	23,029		$	1,140		$	(53,420	)	$	156,094

The accompanying notes are an integral part of these financial statements.

F-6

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	Organization

SS&C Technologies, Inc. (“SS&C” or the “Company”) was organized as a Connecticut corporation in March 1986 and reincorporated as a Delaware corporation in April 1996. The Company provides software, business process outsourcing (BPO) services and application service provider (ASP) solutions to the financial services industry, primarily in the United States of America. The Company also has operations in the U.K., France, the Netherlands, Malaysia, the Netherlands Antilles, Japan and Singapore. The Company delivers a broad range of highly specialized software products and services that provide mission-critical processing for information management, analysis, trading, accounting, reporting and compliance. The Company provides its products and related services in seven vertical markets in the financial services industry:

1. Insurance entities and pension funds;

2. Institutional asset management;

3. Hedge funds and family offices;

4. Financial institutions, such as retail banks and credit unions;

5. Commercial lending;

6. Real estate property management; and

7. Municipal finance.


2.	Summary of Significant Accounting Policies


	*Use of Estimates*

The preparation of the consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates are used for, but not limited to, collectibility of accounts receivable, costs to complete certain contracts, valuation of acquired assets and liabilities, income tax accruals and the value of deferred tax assets. Estimates are also used to determine the remaining economic lives and carrying value of fixed assets, goodwill and intangible assets. Actual results could differ from those estimates.


	*Principles of Consolidation*

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant accounts, transactions and profits between the consolidated companies have been eliminated in consolidation.


	*Revenue Recognition*

The Company follows the principles of Statement of Position (SOP) No. 97-2, “Software Revenue Recognition” (“SOP 97-2”), which provides guidance on applying generally accepted accounting principles in recognizing revenue on software transactions. SOP 97-2 requires that revenue recognized from software transactions be allocated to each element of the transaction based on the relative fair values of the elements, such as software products, specified upgrades, enhancements, post-contract client support, installation or training. The determination of fair value is based upon vendor-specific objective evidence. Under SOP 97-2, the Company recognizes software license revenue allocated to software products,

F-7

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

specified upgrades and enhancements generally upon delivery of each of the related products, upgrades or enhancements, assuming all other revenue recognition criteria are met.

The Company’s payment terms for software licenses typically require that the total fee be paid upon signing of the contract. Maintenance services are typically due in full at the beginning of the maintenance period. Professional services and outsourcing services are typically due and payable monthly in arrears. Normally the Company’s arrangements do not provide for any refund rights, and payments are not contingent on specific milestones or customer acceptance conditions. For arrangements that do contain such provisions, the Company defers revenue until the rights or conditions have expired or have been met.

Unbilled accounts receivable primarily relates to professional services and outsourcing revenue that has been earned as of month end but is not invoiced until the subsequent month, and to software license revenue that has been earned and is realizable but not invoiced to clients until future dates specified in the client contract.

Deferred revenue consists of payments received related to product delivery, maintenance and other services, which have been paid by customers prior to the recognition of revenue. Deferred revenue relates primarily to cash received for maintenance contracts in advance of services performed.


	*License Revenue*

The Company generally recognizes revenue from sales of software or products including proprietary software upon product shipment and receipt of a signed contract, provided that collection is probable and all other revenue recognition criteria of SOP 97-2 are met. The Company sells software licenses in conjunction with professional services for installation and maintenance. For these arrangements, the total contract value is attributed first to the maintenance arrangement based on its fair value, which is derived from stated renewal rates. The contract value is then attributed to professional services based on estimated fair value, which is derived from the rates charged for similar services provided on a stand-alone basis. The Company’s software license agreements generally do not require significant modification or customization of the underlying software, and, accordingly, installation services are not considered essential to the functionality of the software. The remainder of the total contract value is then attributed to the software license based on the residual method described in SOP 98-9, “Modification of SOP 97-2, Software Revenue Recognition, With Respect to Certain Transactions”.

The Company occasionally enters into license agreements requiring significant customization of the Company’s software. The Company accounts for the license fees under these agreements on the percentage-of-completion basis. This method requires estimates to be made for costs to complete the agreement utilizing an estimate of development man-hours remaining. Revenue is recognized each period based on the hours incurred to date compared to the total hours expected to complete the project. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that completion costs may be revised. Such revisions are recognized in the period in which the revisions are determined. Provisions for estimated losses on uncompleted contracts are determined on a contract-by-contract basis, and are made in the period in which such losses are first estimated or determined.


	*Maintenance Agreements*

Maintenance agreements generally require the Company to provide technical support and software updates to its clients. Such services are generally provided under one-year renewable contracts. Maintenance revenues are recognized ratably over the term of the maintenance agreement.

F-8

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Professional Services*

The Company provides consulting and training services to its clients. Revenue for such services is generally recognized over the period during which the services are performed. The Company typically charges for professional services on a time and materials basis. However, some contracts are for a fixed fee. For the fixed-fee arrangements, an estimate is made of the total hours expected to be incurred to complete the project. Due to uncertainties inherent in the estimation process, it is at least reasonably possible that completion costs may be revised. Such revisions are recognized in the period in which the revisions are determined. Revenue is recognized each period based on the hours incurred to date compared to the total hours expected to complete the project.


	*Outsourcing Services*

The Company’s outsourcing arrangements make its software application available to its clients for processing of transactions. The outsourcing arrangements provide an alternative for clients who do not wish to install, run and maintain complicated financial software. Under the arrangements, the Company agrees to provide access to its applications, remote use of its equipment to process transactions, access to client’s data stored on its equipment, and connectivity between its environment and the client’s computing systems. Outsourcing arrangements generally have terms of three or five years and contain monthly or quarterly fixed payments, with additional billing for increases in market value of a client’s assets, pricing and trading activity under certain contracts.

The Company recognizes outsourcing revenues in accordance with SAB 104 “Revenue Recognition”, on a monthly basis as the outsourcing services are provided and when persuasive evidence of an arrangement exists, the price is fixed or determinable and collectibility is reasonably assured. The Company does not recognize any revenue before services are performed. Certain contracts contain additional fees for increases in market value, pricing and trading activity. Revenue related to these additional fees is recognized in the month in which the activity occurs based upon the Company’s summarization of account information and trading volume.


	*Research and Development*

Research and development costs associated with computer software are charged to expense as incurred. In accordance with SFAS No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”, capitalization of internally developed computer software costs begins upon the establishment of technological feasibility based on a working model. Net capitalized software costs of $94,000 and $151,000 are included in the December 31, 2004 and 2003 balance sheets, respectively, under “Intangible and other assets”.

The Company’s policy is to amortize these costs upon a product’s general release to the client. Amortization of capitalized software costs is calculated by the greater of (a) the ratio that current gross revenues for a product bear to the total of current and anticipated future gross revenues for that product or (b) the straight-line method over the remaining estimated economic life of the product, including the period being reported on, typically two to six years. It is reasonably possible that those estimates of anticipated future gross revenues, the remaining estimated economic life of the product, or both could be reduced significantly due to competitive pressures. Amortization expense related to capitalized software development costs for 2004, 2003 and 2002 was $57,000, $250,000 and $294,000, respectively.


	*Stock Compensation*

The Company has elected to follow Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”), and related interpretations in accounting for its employee stock

F-9

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

options. Under APB 25, because the exercise price of employee stock options equals the market price of the underlying stock on the date of grant and the grants are for a fixed number of shares, no compensation expense is recorded.

In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation-Transition and Disclosure”. SFAS No. 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation”, to provide alternative methods of accounting for stock-based employee compensation. We have adopted the disclosure provisions of SFAS No. 148. SFAS No. 148 did not require us to change to the fair value method of accounting for stock-based compensation.

The Company follows the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation”, amended by SFAS No. 148. Accordingly, under APB 25 no compensation cost has been recognized for the stock option plans and employee stock purchase plan. Had compensation cost for the Company’s stock option plans and employee stock purchase plan been determined consistent with SFAS No. 123, the Company’s net income and earnings per share would have been adjusted to the pro forma amounts indicated in the table below for the years ending December 31 (in thousands except per share amounts):


	2004			2003			2002

Net income, as reported	$	19,010		$	11,796		$	7,305
Deduct: total stock-based employee compensation determined under fair value based method for all awards, net of related tax effects		(1,293	)		(1,229	)		(2,490	)

Net income, pro forma	$	17,717		$	10,567		$	4,815

Basic earnings per share, as reported	$	0.90		$	0.63		$	0.38
Basic earnings per share, pro forma		0.84			0.57			0.25
Diluted earnings per share, as reported		0.84			0.59			0.36
Diluted earnings per share, pro forma		0.79			0.53			0.24

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option-pricing model with the following weighted-average assumptions used for grants in 2004, 2003 and 2002, respectively: dividend yield of 0.8%, 0% and 0%; expected lives of five years; expected volatility of 59%, 57% and 59%; and risk-free interest rate of 3.4%, 2.9% and 3.9%. The weighted-average fair value of options granted using this option-pricing model in 2004, 2003 and 2002 was $9.26, $4.04 and $2.78, respectively.

The fair value of each estimated stock grant under the employee stock purchase plan is based on the price of the stock at the beginning of the offering period using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants in 2004, 2003 and 2002, respectively: dividend yield of 0.5%, 0% and 0%; expected volatility of 68%, 50% and 59%; risk-free interest rate of 1.05%, 1.43% and 2.27% and expected lives of 6 months.


	*Income Taxes*

The Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes”. Under SFAS No. 109, an asset and liability approach is used to recognize deferred tax assets and liabilities for the future tax consequences of items that are recognized in its financial statements and tax returns in different years. A valuation allowance is established against net deferred tax assets if, based on the weight of available evidence, it is more likely than not that some or all of the net deferred tax assets will not be realized.

F-10

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


	*Cash and Cash Equivalents and Marketable Securities*

The Company considers all highly liquid marketable securities with original maturities of three months or less at the date of acquisition to be cash equivalents. Debt securities with original maturities of more than three months at the date of acquisition are classified as marketable securities. The Company classifies its entire investment portfolio, consisting of debt securities issued by state and local governments of the United States, debt securities issued by corporations and equities, as available for sale securities. All available for sale securities are recorded at fair market value, and changes in fair market value are recorded in stockholders’ equity until the securities are sold.

In accordance with EITF Issue No. 03-1, “The Meaning of Other-Than-Temporary Impairment and Its Application to Certain Investments”, the Company reviewed its marketable securities portfolio for potential other-than-temporary impairment. Gross unrealized losses related to the Company’s investments at December 31, 2004 were not material.


	*Property and Equipment*

Property and equipment are stated at cost. Depreciation of property and equipment is calculated using a combination of straight-line and accelerated methods over the estimated useful lives of the assets as follows:


Description		Useful Life

Equipment		3-5 years
Furniture and fixtures		7-10 years
Leasehold improvements		Shorter of lease term or estimated useful life

Depreciation expense for the years ended December 31, 2004, 2003 and 2002 was $2,192,000, $2,119,000 and $2,906,000, respectively.

Maintenance and repairs are expensed as incurred. The costs of sold or retired assets are removed from the related asset and accumulated depreciation accounts and any gain or loss is included in other income, net.


	*Goodwill and Intangible Assets*

On January 1, 2002, the Company adopted SFAS No. 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 requires that goodwill and intangible assets with indefinite useful lives no longer be amortized, but instead be tested for impairment at least annually. The Company has completed the required impairment tests for goodwill and has determined that no impairment existed as of December 31, 2004 or 2003.

Completed technology and other identifiable intangible assets are amortized over four to five years based on the greater of the amount computed using the ratio that current gross revenues of the product bear to the total of current and anticipated future gross revenues of the product or the straight-line method. Amortization expense associated with completed technology and other amortizable intangible assets was $2,344,000, $1,193,000 and $739,000 for the years ended December 31, 2004, 2003, and 2002, respectively.

F-11

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Amortization expense, related to intangible assets, for each of the next five years ending December 31 is expected to approximate (in thousands):


2005	$	2,661
2006		2,205
2007		1,962
2008		1,473
2009		1,108

	$	9,409


	*Impairment of Long-Lived Assets*

The Company evaluates the recoverability of its long-lived assets in accordance with SFAS No. 144, “Accounting for the Impairment of Long-Lived Assets to be Disposed of”. The Company assesses potential impairments to its long-lived assets when there is evidence that events or changes in circumstances have made recovery of the assets’ carrying value unlikely. An impairment loss would be recognized when the sum of the expected future undiscounted net cash flows is less than the carrying amount of the asset. The Company has identified no such impairment losses. Substantially all of the Company’s long-lived assets are located in the United States.


	*Concentration of Credit Risk*

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist principally of cash, cash equivalents, marketable securities, and trade receivables. The Company has cash investment policies that limit investments to investment grade securities. Concentrations of credit risk, with respect to trade receivables, are limited due to the fact that the Company’s client base is highly diversified. As of December 31, 2004 and 2003, the Company had no significant concentrations of credit risk and the carrying value of these assets approximates fair value.


	*International Operations and Foreign Currency*

The functional currency of each foreign subsidiary is the local currency. Accordingly, assets and liabilities of foreign subsidiaries are translated to U.S. dollars at period-end exchange rates, and capital stock accounts are translated at historical rates. Revenues and expenses are translated using the average rates during the period. The resulting translation adjustments are excluded from net earnings and accumulated as a separate component of stockholders’ equity. Foreign currency transaction gains and losses are included in the results of operations in the periods in which they occur and are immaterial for all periods presented.


	*Basic and Diluted Earnings Per Share*

Basic earnings per share is calculated by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income by the weighted average number of common shares and common equivalent shares outstanding during the period.

F-12

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table sets forth the weighted average common shares used in the computation of basic and diluted earnings per share (in thousands):


	2004		2003		2002

Weighted average common shares outstanding		21,185		18,617		19,473
Weighted average common stock equivalents — options		1,314		1,215		1,058

Weighted average common and common equivalent shares outstanding		22,499		19,832		20,531

Options to purchase 117,174, 0 and 1,109,949 shares were outstanding at December 31, 2004, 2003 and 2002, respectively, but were not included in the computation of diluted earnings per share because the effect of including the options would be antidilutive.


	*Comprehensive Income*

Statement of Financial Accounting Standards No. 130, “Reporting Comprehensive Income”, requires that items defined as comprehensive income, such as foreign currency translation adjustments and unrealized gains (losses) on marketable securities, be separately classified in the financial statements and that the accumulated balance of other comprehensive income be reported separately from retained earnings and additional paid-in capital in the equity section of the balance sheet. Total comprehensive income consists of net income and other accumulated comprehensive income disclosed in the equity section of the balance sheet.

The following table sets forth the components of comprehensive income (in thousands):


	2004		2003		2002

Net income	$	19,010	$	11,796	$	7,305
Foreign currency translation gains		263		496		424
Unrealized gains (losses) on marketable securities		289		827		(1,345	)

Total comprehensive income	$	19,562	$	13,119	$	6,384

At December 31, 2004, the Company had a balance of $486,000 in foreign currency translation gains and a balance of $654,000 (net of taxes of $447,000) in unrealized gains on investments.


	*Reclassification*

Certain amounts in prior year consolidated financial statements have been reclassified to be comparable with current year presentation. These reclassifications have had no effect on net income, working capital or net equity.


	*Recent Accounting Pronouncement*

In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS No. 123 (revised 2004), “Share-Based Payment”. SFAS No. 123® requires that the compensation cost relating to equity awards be recognized in financial statements. The cost will be measured based on the fair value of the instruments issued. SFAS No. 123® covers a wide range of stock-based compensation arrangements including stock options, restricted stock plans, performance-based awards, stock appreciation rights and employee stock purchase plans. SFAS No. 123® replaces SFAS No. 123 and supersedes APB 25. As originally issued in 1995, SFAS No. 123 established as preferable the fair-value-based method of accounting for share-based payment transactions with employees. However, that Statement permitted entities the option of continuing to apply the guidance in APB 25, as long as the footnotes to financial

F-13

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

statements disclosed what net income would have been had the preferable fair-value-based method been used. The Company will be required to apply SFAS No. 123® as of July 1, 2005.

The Company is currently evaluating the two methods of adoption allowed by SFAS 123R: the modified-prospective transition method and the modified-retrospective transition method. Adoption of SFAS 123R will materially increase stock compensation expense and decrease net income. In addition, SFAS 123R requires that the excess tax benefits related to stock compensation be reported as a cash inflow from financing activities rather than as a reduction of taxes paid in cash from operations.


3.	Marketable Securities

At December 31, 2004 and 2003, the cost basis, fair value, and unrealized gains and losses by major security type, were as follows (in thousands):


				Gross
				Unrealized
December 31, 2004:		Cost		Gains/(Losses)			Fair Value

State, municipal and county government bonds		$	73,327	$	(22	)	$	73,305
US government securities			6,517		(8	)		6,509
Corporate bonds			17,015		(2	)		17,013
Equities			3,965		1,130			5,095

	Total	$	100,824	$	1,098		$	101,922


				Gross
				Unrealized		Fair
December 31, 2003:		Cost		Gains		Value

State, municipal and county government bonds		$	8,777	$	2	$	8,779
US government securities			3,531		6		3,537
Corporate bonds			17,722		42		17,764
Equities			6,479		561		7,040

	Total	$	36,509	$	611	$	37,120

The following table summarizes the maturities of marketable securities at December 31 (in thousands):


		2004		2003

Less than one year		$	86,824	$	25,506
Due in 1-2 years			15,098		11,104
Due in 3-5 years			—		510

	Total	$	101,922	$	37,120


4.	Accounts Receivable

Accounts receivable are as follows (in thousands):


	December 31,

	2004		2003

Accounts receivable, net of allowance for doubtful accounts of $631 and $1,404, respectively	$	9,715	$	6,426
Unbilled accounts receivable, net of allowance for doubtful accounts of $135 and $45, respectively		3,830		2,145

Total accounts receivable	$	13,545	$	8,571

F-14

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table represents the activity for the allowance for doubtful accounts during the years ended December 31, 2004, 2003 and 2002 (in thousands):


				Additions

		Balance at		Charge (Benefit)			Charge to				Balance at
		Beginning of		to Costs and			Other		Deductions,		End of
Description		Period		Expenses			Accounts		Net		Period

Allowance for Doubtful Accounts:
Years Ended December 31
	2004	$	1,449	$	(378	)	$	—	$	305	$	766
	2003		1,353		689			—		593		1,449
	2002		1,000		452			—		99		1,353

Management establishes the allowance for doubtful accounts based on historical bad debt experience. In addition, management analyzes client accounts, client concentrations, client creditworthiness, current economic trends and changes in the client’s payment terms when evaluating the adequacy of the allowance for doubtful accounts.


5.	Stockholders’ Equity

At December 31, 2004, 50,000,000 shares of common stock were authorized and 23,085,522 shares were outstanding and 1,000,000 shares of preferred stock were authorized, none of which were issued or outstanding. At December 31, 2003, 50,000,000 shares of common stock were authorized and 18,614,765 shares were outstanding and 1,000,000 shares of preferred stock were authorized, none of which were issued or outstanding.

On October 18, 2004, the Company’s Board of Directors authorized the continued repurchase of shares of the Company’s common stock up to an additional expenditure of $50 million through October 17, 2005. The Company did not repurchase any shares during the year ended December 31, 2004. Under the repurchase programs, the Company purchased a total of 1.7 million shares for approximately $17.7 million during the year ended December 31, 2003. As of December 31, 2004, the Company had repurchased a total of 8.2 million shares of common stock for approximately $53.4 million. The Company uses the cost method to account for treasury stock purchases. Under the cost method, the price paid for the stock is charged to the treasury stock account.

The following table summarizes information about quarterly share repurchases (shares in thousands):


				Fiscal 2004						Fiscal 2003
				Price Range						Price Range

Quarter		Shares		High		Low		Shares		High		Low

First			—		—		—		259	$	8.03	$	6.63
Second			—		—		—		854		10.03		7.16
Third			—		—		—		384		13.73		10.95
Fourth			—		—		—		199		19.39		14.89

	Total		—		—		—		1,696		19.39		6.63

In June 2004, the Company completed an underwritten public offering of 4.05 million shares of the Company’s common stock. The Company received net proceeds of approximately $74.4 million from the offering.

F-15

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On February 5, 2004, the Company’s Board of Directors approved a three-for-two stock split, which was effected in the form of a stock dividend. All share and per share amounts for all periods presented have been restated to reflect the stock split.

On February 5, 2004, as part of the Company’s semi-annual cash dividend program, its board of directors declared a $0.07 cash dividend per share of common stock, which was paid in March 2004. On August 4, 2004, the board of directors declared a $0.07 cash dividend per share of common stock, which was paid in September 2004. On November 30, 2004, the board of directors declared an $0.08 cash dividend per share of common stock, payable on or about March 3, 2005 to stockholders of record as of February 10, 2005.


6.	Income Taxes

The sources of income before income taxes were as follows (in thousands):


	Year Ended December 31,

	2004		2003		2002

U.S.	$	30,634	$	18,547	$	11,455
Foreign		406		790		845

Income before taxes	$	31,040	$	19,337	$	12,300

The income tax provision consists of the following (in thousands):


		Year Ended December 31,

		2004		2003		2002

Current:
	Federal	$	8,802	$	5,524	$	2,748
	Foreign		227		182		375
	State		2,020		1,110		493
Deferred:
	Federal		497		442		1,025
	State		484		283		354

Total		$	12,030	$	7,541	$	4,995

The effective tax rates were 38.8%, 39.0% and 40.6% for the years ended December 31, 2004, 2003 and 2002, respectively. The reconciliation between the effective tax rates and the expected tax expense is

F-16

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

computed by applying the U.S. federal corporate income tax rate of 35% in 2004 and 34% in 2003 and 2002 to income before income taxes as follows (in thousands):


		Year Ended December 31,

		2004			2003			2002

Computed “expected” tax expense		$	10,864		$	6,575		$	4,182
Increase (decrease) in income taxes resulting from:
	State income taxes (net of federal income tax benefit)		1,627			920			558
	Tax-exempt interest income		(267	)		(34	)		—
	Foreign operations		61			(94	)		(145	)
	Rate change impact on deferred tax assets		(126	)		—			—
	Litigation settlement		—			—			515
	Other		(129	)		174			(115	)

Provision for income taxes		$	12,030		$	7,541		$	4,995

The Company has recorded valuation allowances of $1,959,000 and $273,000 at December 31, 2004 and 2003 related to net operating loss carryforwards in certain foreign jurisdictions and tax credits. No portion of these valuation allowances relates to current deferred tax assets for the years ended December 31, 2004 and 2003.

The components of deferred income taxes at December 31, 2004 and 2003 are as follows (in thousands):


		December 31,

		2004					2003

		Deferred			Deferred		Deferred			Deferred
		Tax			Tax		Tax			Tax
		Assets			Liabilities		Assets			Liabilities

Purchased in-process research and development		$	2,891		$	—	$	3,304		$	—
Net operating loss carryforwards			239			—		273			—
Acquired technology			2,914			—		2,745			—
Accounts receivable			299			—		562			—
Tax credit carryforwards			1,890			—		502			—
Accrued expenses			—			26		202			—
Unrealized gain on marketable securities			—			447		—			246
Fixed assets			—			82		—			103
Prepaid expenses			—			161		—			—
Capitalized software			—			36		—			57
Other			184			—		128			—

	Total		8,417			752		7,716			406
Valuation allowance			(1,959	)		—		(273	)		—

	Total	$	6,458		$	752	$	7,443		$	406

At December 31, 2004, the Company has arranged for the repatriation of certain undistributed earnings of its foreign subsidiaries. The Company anticipates that sufficient foreign tax credits will be available to offset any U.S. tax liability associated with the remitted amounts. The amount of undistributed earnings which have been, or intend to be, permanently reinvested amounted to approximately $546,000.

F-17

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2004, the Company had foreign net operating loss carryforwards other than Japan of $338,000, which are available to offset foreign income on an indefinite carryforward basis. Japan’s net operating loss carryforward of $359,000 begins to expire in 2006.

At December 31, 2004, the Company had federal tax credit carryforwards of $508,000 that begin to expire in 2007 and state credit carryforwards of $1,425,000 that begin to expire in 2009.

In 2001, the Internal Revenue Service (“IRS”) notified the Company of purported federal income tax deficiencies for the years 1997 through 1999. At issue was the Company’s deduction of an aggregate of $6.8 million of payments made by the Company pursuant to the settlement, on May 7, 1999, of a consolidated securities class action lawsuit. In 2002, the Company reached a settlement with the IRS that allowed the Company to deduct $5.5 million of the original $6.8 million deduction. The impact of this settlement has been included in the Company’s 2002 income tax provision.

The Company also received notice of proposed tax deficiencies for the years 1996 to 1999 relating to its research and experimentation credits. In 2003, the Company reached a tentative settlement with the IRS that allowed 50% of the research and experimentation credits associated with the 1996 to 1999 years, or $351,000, which was included in the Company’s income tax provision as of December 1, 2003.


7.	Leases

The Company is obligated under noncancelable operating leases for office space and office equipment. Total rental expense was $3,155,000, $3,137,000 and $2,709,000 for the years ended December 31, 2004, 2003 and 2002, respectively. The lease for the corporate facility in Windsor, Connecticut expires in 2008 and the Company has the right to extend the lease for an additional term of five years. Future minimum lease payments under the Company’s operating leases, excluding future sublease income, as of December 31, 2004, are as follows (in thousands):


Year Ending December 31,
2005	$	3,518
2006		2,572
2007		1,774
2008		500
2009 and thereafter		465

	$	8,829

The Company subleases office space under noncancelable leases. The Company received rental income under these leases of $456,000, $500,000 and $512,000 for the years ended December 31, 2004, 2003 and 2002, respectively. Future minimum lease receipts under these leases as of December 31, 2004 are as follows (in thousands):


Year Ending December 31,
2005	$	328
2006		115

	$	443

8. License and Royalty Agreements

The Company has non-exclusive rights to integrate certain third-party software into certain of the Company’s products. Under the terms of an agreement, the licensor of the software is paid royalties based

F-18

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

on a percentage of the related license fee revenues collected by the Company. Under another agreement, the Company is obligated to pay at least $25,000 per quarter. The total royalty expense under these agreements for the years ended December 31, 2004, 2003 and 2002 was $448,000, $490,000 and $458,000, respectively.

In connection with the Savid acquisition, the Company was obligated to pay 10% of license fees with respect to sales and/or licensing of the Savid system during the period commencing on April 15, 1998 and ending on April 14, 2003. Royalty expense for the years ended December 31, 2003 and 2002 was $13,000 and $47,000, respectively.

In connection with the Quantra acquisition in 1998, the Company is party to three royalty agreements as a result of utilities that interface with the Company’s SKYLINE product. The royalties are paid based on either annual guaranteed total unit sales of the product at a rate of $15 per user, or as a percentage of the utility list price, which is typically 33.33%. Royalty expense under these agreements for the years ended December 31, 2004, 2003 and 2002 was $27,000, $21,000 and $39,000, respectively.


9.	Defined Contribution Plans

The Company has a 401(k) Retirement Plan (the “Plan”) that covers substantially all employees. Each employee may elect to contribute to the Plan, through payroll deductions, up to 20% of his or her salary, subject to certain limitations. The Plan provides for a Company match of employees’ contributions in an amount equal to 50% of an employee’s contributions up to $3,000 per year. The Company offers employees a selection of various public mutual funds but does not include Company common stock as an investment option in its Plan.

During the years ended December 31, 2004, 2003 and 2002, the Company incurred $710,000, $500,000 and $426,000, respectively, of matching contribution expenses related to these plans.


10.	Stock Option and Purchase Plans

During 1994, the Board of Directors approved a plan (“1994 Plan”), effective January 1, 1995, for which 1,500,000 shares of common stock were reserved. The 1994 Plan was amended in October 1995 and April 1996 to reserve additional shares of common stock for issuance under the 1994 Plan, bringing the total shares of common stock reserved for issuance to 4,500,000. Options under the 1994 Plan generally vest ratably over four years and expire ten years after the date of grant. The Board of Directors, as of April 30, 1998, decided that no further options would be granted under the 1994 plan. Under the 1994 Plan, there were options to purchase 111,401, 140,550 and 1,415,550 shares of common stock outstanding as of December 31, 2004, 2003 and 2002, respectively, of which options to purchase 111,401, 140,550 and 961,437 shares of common stock were exercisable as of December 31, 2004, 2003 and 2002, respectively.

The Company’s 1996 Director Stock Option Plan (“1996 Plan”) provides for non-employee directors to receive options to purchase common stock of the Company at an exercise price equal to the fair market value of the common stock at the date of grant. Each option granted under the 1996 Plan is fully vested immediately upon the option grant date and expires ten years from the grant date. On May 23, 2000, the 1996 Plan was amended to increase the number of shares of common stock reserved for issuance to 450,000. The 1996 Plan was further amended on May 20, 2004 to increase the number of shares of common stock reserved for issuance to 675,000. At December 31, 2004, 2003 and 2002, there were 262,500, 82,500 and 127,500 shares, respectively, available for director option grants. There were options to purchase 360,000, 345,000 and 300,000 shares of common stock outstanding as of December 31, 2004, 2003 and 2002, respectively. All options outstanding were exercisable as of December 31, 2004, 2003 and 2002, respectively.

F-19

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

During 1998, the Board of Directors approved the 1998 Stock Incentive Plan (“1998 Plan”), for which 2,250,000 shares of common stock were reserved for issuance. The number of reserved shares was increased by 750,000 in both May 2000 and 2001. In May 2003, the number of reserved shares was further increased by 1,500,000 for a total of 5,250,000 shares. Generally, options under the 1998 Plan vest ratably over four years and expire ten years subsequent to the grant. Shares available for option grants under the 1998 Plan were 2,784,048, 2,839,938 and 657,210 at December 31, 2004, 2003 and 2002, respectively. There were options to purchase 1,504,913, 1,702,923 and 2,066,193 shares of common stock outstanding at December 31, 2004, 2003 and 2002, respectively, of which options to purchase 905,694, 678,573, and 920,616 shares were exercisable.

In 1999, the Board of Directors approved the Company’s 1999 Non-Officer Employee Stock Incentive Plan (“1999 Plan”) and reserved 1,875,000 shares of common stock for issuance under the 1999 Plan. All of the Company’s employees, consultants, and advisors other than the Company’s executive officers and directors are eligible to participate in the 1999 Plan. Only non-statutory stock options, restricted stock awards, and other stock-based awards may be granted under the 1999 Plan. Generally, options under the 1999 Plan vest ratably over four years and expire ten years after the date of grant. Shares available for option grants under the 1999 Plan were 700,985, 799,659 and 805,089 at December 31, 2004, 2003 and 2002, respectively. There were options to purchase 403,148, 382,493 and 612,855 shares of common stock outstanding at December 31, 2004, 2003 and 2002, respectively, of which options to purchase 291,767, 325,806 and 383,412 shares were exercisable.

The following table summarizes stock option transactions for the years ended December 31, 2002, 2003 and 2004.


					Weighted Average
		Shares			Exercise Price

Outstanding at December 31, 2001			4,973,482		$	5.93
	Granted		651,000			6.43
	Cancelled		(340,441	)		6.23
	Exercised		(889,443	)		4.87

Outstanding at December 31, 2002			4,394,598			6.19
	Granted		637,500			8.04
	Cancelled		(1,199,298	)		8.78
	Exercised		(1,261,834	)		5.20

Outstanding at December 31, 2003			2,570,966			5.92
	Granted		284,798			22.81
	Cancelled		(85,291	)		17.68
	Exercised		(391,011	)		5.64

Outstanding at December 31, 2004			2,379,462		$	7.56

F-20

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes information about stock options outstanding at December 31, 2004:


			Options Outstanding				Options Exercisable

	Number		Weighted Average				Number
Range of	Outstanding at		Remaining Contractual		Weighted Average		Exercisable at		Weighted Average
Exercise Price	12/31/04		Life (years)		Exercise Price		12/31/04		Exercise Price

$ 2.63 – $ 3.83		1,012,121		5.4	$	3.44		953,337	$	3.44
4.00 – 6.00		169,795		6.3		5.18		95,599		4.98
6.52 – 8.64		764,202		7.9		7.74		380,226		7.82
10.00 – 11.08		121,500		5.7		10.34		121,500		10.34
15.17 – 21.69		239,700		7.6		18.47		118,200		17.89
23.09 – 31.85		72,144		9.1		28.20		—		—

		2,379,462		6.6		7.56		1,668,862		6.05

The exercise price for each of the above grants was determined by the Board of Directors to be equal to the fair market value of the Company’s common stock on the date of grant.

The Company’s 1996 Employee Stock Purchase Plan (“ESPP”) permits employees to purchase shares of common stock pursuant to payroll deductions at a price equal to 85% of the fair market value of the Company’s common stock on either the first or last day of the purchase period, whichever is lower. The Company has adopted semi-annual purchase periods of October through March and April through September. As of December 31, 2004, employees had deposited with the Company, through payroll deductions, approximately $194,000 to purchase shares through the ESPP at March 31, 2005. In May 2003, the ESPP was further amended to increase the reserved shares from 900,000 to 1,200,000.

At December 31, 2004, 2003 and 2002, an aggregate of 6,494,000, 6,691,000, and 6,135,000 shares of common stock, respectively, were reserved for issuance under the Company’s stock option plans and employee stock purchase plan.


11.	Acquisitions

On April 12, 2004, the Company acquired all of the outstanding shares of OMR Systems Corporation and OMR Systems International Limited (together “OMR”) for $19.7 million, plus the costs of effecting the transaction. OMR provides treasury processing software and outsourcing solutions to banks in Europe and the United States and offers comprehensive hedge fund administration.

The net assets and results of operations of OMR have been included in the Company’s consolidated financial statements from April 12, 2004. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of intangible assets, including trade names and customer relationships, was based on an independent appraisal and was determined using the income approach. The completed technology is amortized on a straight-line basis over seven years, the estimated life of the product. Other acquired intangibles are amortized over lives ranging from seven to nine years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.

On February 17, 2004, the Company acquired substantially all the assets of NeoVision Hypersystems, Inc. (“NeoVision”) for $1.6 million and the assumption of certain liabilities. The Company paid $0.8 million during the first quarter of 2004 and made the remaining payment in the second quarter of 2004. NeoVision is a provider of tactical visual analytical solutions for the financial industry. NeoVision’s products complement the Company’s existing product offerings and provide traders, brokers and portfolio managers with the ability to quickly track, analyze and assess market positions and performance.

F-21

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The net assets and results of operations of NeoVision have been included in the Company’s consolidated financial statements from February 15, 2004. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of the completed technology was determined using the future cash flows method. The acquired technology is amortized on a straight-line basis over five years, the estimated life of the product. The remainder of the purchase price was allocated to goodwill.

On January 16, 2004, the Company acquired substantially all the assets of Investment Advisory Network, LLC (“IAN”) for $3 million and the assumption of certain liabilities. IAN provides web-based wealth management services to financial institutions, broker-dealers and financial advisors who offer managed accounts to the private wealth market.

The net assets and results of operations of IAN have been included in the Company’s consolidated financial statements from January 1, 2004. The purchase price was allocated to tangible and intangible assets based on their fair value at the date of acquisition. The fair value of the completed technology was determined using the future cash flows method. The acquired technology is amortized on a straight-line basis over five years, the estimated life of the product. The remainder of the purchase price was allocated to goodwill.

On December 12, 2003, the Company acquired substantially all of the assets of Amicorp Group’s fund services business for $1.8 million in cash. The fund services business, incorporated as SS&C Fund Services N.V., is headquartered in Curacao, the Netherlands Antilles. SS&C Fund Services serves the fund community with both on and offshore services, including transfer agency, net asset valuation, account control and reconciliation, set up of investment funds, maintenance of corporate vehicles and client service management.

The acquisition was accounted for as a purchase. The net assets and results of operations of the fund services business have been included in the consolidated financial statements from December 12, 2003. The purchase price was allocated to tangible and intangible assets based on their fair market value on the date of the acquisition. There was no technology acquired as part of this acquisition. The fair value of acquired client contracts of $0.4 million was determined based on the discounted future cash flows method. This intangible asset is amortized on a straight-line basis over five years, the estimated future period over which the Company expects to derive an economic benefit from the contracts.

On November 15, 2002, the Company acquired the assets and business of DBC, a business within The Thomson Corporation and assumed certain liabilities. DBC provides financial software for fixed income analysis in municipal finance in the United States. DBC products are widely used for structuring general obligation and revenue bond issues, including asset-backed housing and student loan securitizations. The consideration for the deal was $4.6 million in cash and the costs of the transaction.

The acquisition was accounted for as a purchase. The net assets and results of operations of DBC have been included in the consolidated financial statements of the Company from November 1, 2002. The purchase price was first allocated to tangible assets and liabilities based on their fair value on the date of the acquisition. The fair value of acquired completed technology of $2.9 million was determined based on the future cash flows method. The acquired completed technology is amortized on a straight-line basis over five years, the estimated life of the product. The remainder of the purchase price was allocated to goodwill.

On January 15, 2002, the Company acquired the assets and business of Real-Time USA, Inc. (“Real-Time”), a solution provider of sell-side fixed income applications. Real-Time delivers a comprehensive suite of front-, mid-, and back-office applications via Application Service Provider (“ASP”) or license, to commercial banks and broker-dealers throughout the United States. The consideration for the deal was $3.9 million in cash and the assumption of certain liabilities by the Company, and a potential earn-out payment by the Company of up to $1.2 million in cash if certain 2002 revenue targets were achieved. The

F-22

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

earn-out targets were not attained in 2002 and thus no payment was made. A summary of the allocation of the purchase price appears below.

The acquisition was accounted for as a purchase. The net assets and results of operations of Real-Time have been included in the consolidated financial statements of the Company from January 1, 2002. The purchase price was allocated to tangible and intangible assets, liabilities, and in-process research and development (“IPR&D”) based on their fair value on the date of the acquisition. The fair value assigned to intangible assets acquired was based on an independent appraisal. The fair value of acquired completed technology of $1.7 million was determined based on the future cash flows method. The acquired completed technology is amortized on a straight-line basis over four years, the estimated life of the product.

The Company recorded a one-time write-off of $1.7 million in the period ended March 31, 2002 related to the value of IPR&D acquired as part of the purchase of Real-Time that had not yet reached technological feasibility and had no alternative future use. Accordingly, these costs were expensed upon acquisition. At the acquisition date, Real-Time was developing Lightning, a full-service ASP bond accounting solution designed specifically for large regional banks. The allocation of $1.7 million to IPR&D represents the estimated fair value related to this incomplete project based on risk-adjusted cash flows adjusted to reflect the contribution of core technology. The net cash flows were then discounted utilizing a weighted average cost of capital of 26%. This discount rate takes into consideration the inherent uncertainties surrounding the successful development of the in-process research and development, the profitability levels of such technology and the potential for other competing technological advances which could potentially impact the estimates. The Lightning project was completed in 2002.

The following summarizes the allocation of the purchase price for the OMR, NeoVision, IAN, Amicorp Group’s fund services business, Real-Time and DBC acquisitions (in thousands):


										Fund
	OMR			NeoVision			IAN			Services		Real-Time			DBC
	(2004)			(2004)			(2004)			(2003)		(2002)			(2002)

Assets acquired, net of cash received	$	8,134		$	9		$	232		$	41	$	664		$	819
Acquired client contracts, customer relationships and tradenames		3,800			—			—			366		—			—
Completed technology		4,400			430			1,100			—		1,743			2,912
In-process research & development		—			—			—			—		1,744			—
Goodwill		9,249			1,259			1,892			1,410		—			2,368
Liabilities assumed		(6,618	)		(91	)		(255	)		—		(221	)		(1,534	)

Consideration paid	$	18,965		$	1,607		$	2,969		$	1,817	$	3,930		$	4,565

The following unaudited pro forma combined results of operations is provided for illustrative purposes only and assumes that the acquisitions of OMR, NeoVision, IAN, Real-Time and DBC occurred on January 1, 2002. The unaudited pro forma combined results of operations for the year ended December 31, 2002 excludes the $1.7 million write-off of purchased IPR&D related to Real-Time. This unaudited pro forma information (in thousands, except per share amounts) should not be relied upon as necessarily being

F-23

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

indicative of the historical results that would have been obtained if these acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.


	2004		2003		2002

Revenues	$	101,755	$	92,415	$	101,139
Net income		18,839		10,022		11,324
Basic earnings per share		0.89		0.54		0.58
Diluted earnings per share		0.84		0.51		0.55

Pro forma results of operations have not been presented for the acquisition of Amicorp Group’s fund services business, as results of operations of the acquired business are not significant to the Company.


12.	Commitments and Contingencies

From time to time, the Company is subject to certain legal proceedings and claims that arise in the normal course of its business. In the opinion of management, the Company is not a party to any litigation that it believes could have a material effect on the Company or its business.


13.	Subsequent Events

From January 1, 2005 through February 28, 2005, under its repurchase program, the Company repurchased 259,050 shares of its common stock for approximately $5.6 million.

On February 11, 2005, the Company acquired substantially all the assets of Achievement Technologies, Inc. (“Achievement”) for $470,000 and the assumption of certain liabilities. Achievement provides a software solution for facilities maintenance and management to real estate property managers. The net assets and results of operations of Achievement will be included in the Company’s consolidated financial statements as of February 1, 2005.

On February 25, 2005, the Company entered into a definitive agreement to make an offer to acquire all of the outstanding common shares and Class C shares of Financial Models Company Inc. (FMC) of Mississauga, Ontario, Canada for C$17.70 per share in cash, or an aggregate amount of approximately US$160 million. The consummation of the transaction is subject to certain customary conditions, including the tender of a majority of the FMC shares. The transaction is expected to close during April 2005.

On February 28, 2005, the Company purchased all of the membership interests in EisnerFast LLC (“EisnerFast”), for $25.3 million. Eisnerfast provides fund accounting and administration services to on- and off-shore hedge and private equity funds, funds of funds, and investment advisors. The net assets and results of operations of Eisnerfast will be included in the Company’s consolidated financial statements as of March 1, 2005.

On March 4, 2005, the Company entered into a firm commitment letter with Fleet National Bank, a Bank of America Company, regarding a two-year, $75 million senior revolving credit facility intended (1) to finance a portion of the Company’s proposed acquisition of FMC; (2) to pay fees and expenses incurred in connection with the FMC acquisition; and (3) to provide ongoing working capital and cash for other general corporate purposes of the Company. The Company currently anticipates financing the FMC acquisition with approximately $60 million of borrowings under the credit facility and approximately $100 million from cash on hand. By the earlier of (1) June 30, 2005 or (2) 45 calendar days after the closing of the FMC acquisition, the maximum amount of borrowings under the credit facility will be reduced to $50 million and all amounts outstanding in excess of $50 million must be repaid. Interest on any loan extended under the credit facility will bear interest, at the option of the Company, at either Fleet’s prime rate or the Eurodollar rate plus 100 basis points.

F-24

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


14.	International Sales and Geographic Information

The Company operates in one segment, as defined by SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information”. There were no sales to any individual clients during the years in the three-year period ended December 31, 2004 that represented 10% or more of net sales. The Company attributes net sales to an individual country based upon location of the client.

The Company manages its business primarily on a geographic basis. The Company’s reportable regions consist of the United States, Americas excluding the United States, Europe and Asia Pacific and Japan. The European region includes European countries as well as the Middle East and Africa.

The Company relies exclusively on its operations in the Netherlands for sales of its Altair product. Total revenue derived from this product was $2.0 million, $1.7 million and $1.9 million in the years ended December 31, 2004, 2003 and 2002, respectively.

Revenues by geography for the years ended December 31, were (in thousands):


	2004		2003		2002

United States	$	74,724	$	54,379	$	52,436
Americas excluding United States		3,688		4,050		3,165
Europe		14,965		4,796		4,546
Asia Pacific and Japan		2,511		2,306		2,287

	$	95,888	$	65,531	$	62,434

Long-lived assets as of December 31, were (in thousands):


	2004		2003		2002

United States	$	31,588	$	10,869	$	13,221
Americas excluding United States		1,757		1,813		—
Europe		323		352		440
Asia Pacific and Japan		114		128		148

	$	33,782	$	13,162	$	13,809


15.	Selected Quarterly Financial Data (Unaudited)


	First		Second		Third		Fourth
	Quarter		Quarter		Quarter		Quarter

	(In thousands, except per share data)
2004
Revenue	$	19,189	$	24,484	$	25,163	$	27,052
Gross profit		13,075		15,418		16,008		17,617
Operating income		6,030		7,170		7,514		8,699
Net income		3,770		4,413		4,843		5,984
Basic earnings per share	$	0.20	$	0.22	$	0.21	$	0.26
Diluted earnings per share		0.19		0.21		0.20		0.25
2003 Revenue	$	15,738	$	15,906	$	16,008	$	17,879
Gross profit		10,595		10,816		11,094		12,600
Operating income		3,565		4,173		4,609		6,031
Net income		2,329		2,734		3,041		3,692
Basic earnings per share	$	0.12	$	0.15	$	0.16	$	0.20
Diluted earnings per share		0.12		0.14		0.15		0.19

F-25

Exhibit Index


Exhibit
No.			Description

	2	.1†	Asset Purchase Agreement, dated November 15, 2001, by and between the Registrant and Netzee, Inc. is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, dated November 15, 2001 (File No. 000-28430)

	2	.2†	Stock Purchase Agreement, dated as of March 15, 2004, by and between the Registrant and ADP Financial Information Services, Inc. is incorporated herein by reference to Exhibit 2.2 to the Registrant’s Registration Statement on Form S-3, as amended (File No. 333-113178)

	2	.3†	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	.4†	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)

	3	.1	Amended and Restated Certificate of Incorporation of the Registrant, as amended is, incorporated herein by reference to Exhibit 3.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 1999 (File No. 000-28430)

	3	.2	Second Amended and Restated By-Laws of the Registrant is incorporated herein by reference to Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2000 (File No. 000-28430)

	4	.1	Specimen Certificate for shares of Common Stock, $.01 par value per share, of the Registrant is incorporated herein by reference to Exhibit 4 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-3094) (the ‘Form S-1”)

	4	.2	Warrant, dated March 29, 2002, made by the registrant in favor of Conseco, Inc. is incorporated herein by reference to Exhibit 4.1 to Registrant’s Annual Report on Form 10-K for the year ended December 31, 2002 (File No. 000-28430)

	10	.1*	1994 Stock Option Plan, as amended, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 1996 (File No. 000-28430)

	10	.2*	1996 Director Stock Option Plan, as amended, including form of stock option agreement

	10	.3*	1998 Stock Incentive Plan, as amended, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2004 (File No. 000-28430)(the “Q2 2004 10-Q”)

	10	.4*	1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.3 to the Q2 2004 10-Q

	10	.5*	Employment Agreement, dated March 28, 1996, between the Registrant and William C. Stone is incorporated herein by reference to Exhibit 10.5 to the Form S-1

	10	.6	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	.7	Stock and Note Purchase Agreement, dated September 25, 1990, as amended on September 20, 1994, among the Registrant and certain stockholders of the Registrant is incorporated herein by reference to Exhibit 10.10 to the Form S-1

	10	.8	Series B Preferred Stock Purchase Agreement, dated September 20, 1994, among the Registrant and certain stockholders of the Registrant is incorporated herein by reference to Exhibit 10.11 to the Form S-1

	10	.9	Series C Preferred Stock Purchase Agreement, dated March 31, 1995, among the Registrant and certain stockholders of the Registrant is incorporated herein by reference to Exhibit 10.12 to the Form S-1

	10	.10*	Description of Registrant Executive Officer and Director Compensation Arrangements


Exhibit
No.			Description

	10	.11	Commitment Letter, dated as of March 4, 2005, between the Registrant and Fleet National Bank, a Bank of America Company, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on March 9, 2005 (File No. 000-28430)

	10	.12	Second Amendment to Lease, dated as of April 1999, between the Registrant and New Boston Lamberton Limited Partnership

	10	.13	Third Amendment to Lease, effective as of July 1, 1999, between the Registrant and New Boston Lamberton Limited Partnership

	21		Subsidiaries of the Registrant

	23		Consent of PricewaterhouseCoopers LLP

	31	.1	Certification of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	31	.2	Certification of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

	32		Certification of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*	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.

EXHIBIT 10.2

SS&C TECHNOLOGIES, INC.
1996 DIRECTOR STOCK OPTION PLAN

1. Purpose.

The purpose of this 1996 Director Stock Option Plan (the "Plan") of SS&C Technologies, Inc. (the "Company") is to encourage ownership in the Company by outside directors of the Company whose continued services are considered essential to the Company's future progress and to provide them with a further incentive to remain as directors of the Company.

2. Administration.

The Board of Directors shall supervise and administer the Plan. Grants of stock options under the Plan and the amount and nature of the awards to be granted shall be automatic in accordance with Section 5. However, all questions concerning interpretation of the Plan or any options granted under it shall be resolved by the Board of Directors and such resolution shall be final and binding upon all persons having an interest in the Plan.

3. Participation in the Plan.

Directors of the Company who are not full-time employees of the Company or any subsidiary of the Company ("outside directors") shall be eligible to receive options under the Plan.

4. Stock Subject to the Plan.

(a) The maximum number of shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), which may be issued under the Plan shall be 150,000 shares, subject to adjustment as provided in Section 7.

(b) If any outstanding option under the Plan for any reason expires or is terminated without having been exercised in full, the shares covered by the unexercised portion of such option shall again become available for issuance pursuant to the Plan.

(c) All options granted under the Plan shall be non-statutory options not entitled to special tax treatment under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

5. Terms, Conditions and Form of Options.

Each option granted under the Plan shall be evidenced by a written agreement in such form as the Board of Directors shall from time to time approve, which agreements shall comply with and be subject to the following terms and conditions:

(a) Option Grant Dates. Options shall automatically be granted to all eligible outside directors as follows:

(i) each person who first becomes an eligible outside director after the closing date (the "Closing Date") of the Company's initial public offering of Common Stock pursuant to an effective registration statement under the Securities Act of 1933, as amended, shall be granted an option to purchase 5,000 shares of Common Stock on the date of his or her initial election to the Board of Directors, provided that such eligible director is elected on a date other than the date of an Annual Meeting of Stockholders; and

(ii) each eligible outside director shall be granted an additional option to purchase 5,000 shares of Common Stock on the date of each Annual Meeting of Stockholders of the Company commencing with the 1997 Annual Meeting of Stockholders, provided that he or she continues to serve as a director immediately following such Annual Meeting.

(b) Option Exercise Price. The option exercise price per share for each option granted under the Plan shall equal (i) the last reported sales price per share of the Company's Common Stock on the Nasdaq National Market (or, if the Company is traded on a nationally recognized securities exchange on the date of grant, the reported closing sales price per share of the Company's Common Stock by such exchange) on the date of grant (or if no such price is reported on such date such price as reported on the nearest preceding day) or (ii) if the Common Stock is not traded on the Nasdaq National Market or an exchange, the fair market value per share on the date of grant as most recently determined by the Board of Directors.

(c) Options Non-Transferable. To the extent required to qualify for the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), any option granted under the Plan to an optionee shall not be transferable by the optionee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, and shall be exercisable during the optionee's lifetime only by the optionee or the optionee's guardian or legal representative.

(d) Vesting Period.

(i) General. Each option granted under the Plan shall become exercisable on the first anniversary of the Option Grant Date; provided, however, that the optionee continue to serve as a director on such date.

(ii) Acceleration Upon Change in Control. Notwithstanding the foregoing, each outstanding option granted under the Plan shall immediately become exercisable in full in the event a Change in Control (as defined in
Section 8) of the Company occurs.

(e) Termination. Each option shall terminate, and may no longer be exercised, on the earlier of the (i) the date 10 years after the Option Grant Date or (ii) the date 60 days after the optionee ceases to serve as a director of the Company; provided that, in the event an optionee ceases to serve as a director due to his or her death or disability (within the meaning of Section 22(e)(3) of the Code or any successor provision), then the exercisable portion of the option may be exercised, within the period of 180 days following the date the optionee ceases to serve as a director (but in no event later than 10 years after the Option Grant Date), by the optionee or by the person to whom the option is transferred by will, by the laws of descent and distribution, or by written notice pursuant to Section 5(h).

(f) Exercise Procedure. An option may be exercised only by written notice to the Company at its principal office accompanied by payment in cash of the full consideration for the shares as to which the option is exercised.

(g) Exercise by Representative Following Death of Director. An optionee, by written notice to the Company, may designate one or more persons (and from time to time change such designation), including his or her legal representative, who, by reason of the optionee's death, shall acquire the right to exercise all or a portion of the option. If the person or persons so designated wish to exercise any portion of the option, they must do so within the term of the option as provided herein. Any exercise by a representative shall be subject to the provisions of the Plan.

-2-

6. Limitation of Rights.

(a) No Right to Continue as a Director. Neither the Plan, nor the granting of an option nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the optionee as a director for any period of time.

(b) No Stockholders' Rights for Options. An optionee shall have no rights as a stockholder with respect to the shares covered by his or her option until the date of the issuance to him or her of a stock certificate therefor, and no adjustment will be made for dividends or other rights (except as provided in Section 7) for which the record date is prior to the date such certificate is issued.

7. Adjustment Provisions for Mergers, Recapitalizations and Related Transactions.

If, through or as a result of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split, or other similar transaction, (i) the outstanding shares of Common Stock are exchanged for a different number or kind of securities of the Company or of another entity, or (ii) additional shares or new or different shares or other securities of the Company or of another entity are distributed with respect to such shares of Common Stock, the Board of Directors shall make an appropriate and proportionate adjustment in (x) the maximum number and kind of shares reserved for issuance under the Plan, (y) the number and kind of shares or other securities subject to then outstanding options under the Plan, and/or (z) the price for each share subject to any then outstanding options under the Plan (without changing the aggregate purchase price for such options), to the end that each option shall be exercisable, for the same aggregate exercise price, for such securities as such optionholder would have held immediately following such event if he had exercised such option immediately prior to such event. No fractional shares will be issued under the Plan on account of any such adjustments.

8. Change in Control. For purposes of the Plan, a "Change in Control" shall be deemed to have occurred only if any of the following events occurs: (i) any "person", as such term is used in Sections 13(d) and 14(d) of the Exchange Act (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, or any corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportion as their ownership of stock of the Company), is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company's then outstanding securities; (ii) the stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) more than 50% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; (iii) the stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all of the Company's assets; or (iv) individuals who, on the date on which the Plan was adopted by the Board of Directors, constituted the Board of Directors of the Company, together with any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then still in office who were directors on the date on which the Plan was adopted by the Board of Directors or whose election or nomination was previously so approved, cease for any reason to constitute at least a majority of the Board of Directors.

9. Modification, Extension and Renewal of Options.

-3-

The Board of Directors shall have the power to modify or amend outstanding options; provided, however, that no modification or amendment may (i) have the effect of altering or impairing any rights or obligations of any option previously granted without the consent of the optionee, or (ii) modify the number of shares of Common Stock subject to the option (except as provided in
Section 7).

10. Termination and Amendment of the Plan.

The Board of Directors may suspend, terminate or discontinue the Plan or amend it in any respect whatsoever; provided, however, that without approval of the stockholders of the Company, no amendment may (i) increase the number of shares subject to the Plan (except as provided in Section 7), (ii) materially modify the requirements as to eligibility to receive options under the Plan, or
(iii) materially increase the benefits accruing to participants in the Plan; and provided further that the Board of Directors may not amend the provisions of Sections 3, 5(a), 5(b) or 5(c) more frequently than once every six months, other than to comply with changes in the Code or the rules thereunder.

11. Notice.

Any written notice to the Company required by any of the provisions of the Plan shall be addressed to the Treasurer of the Company and shall become effective when it is received.

12. Governing Law.

The Plan and all determinations made and actions taken pursuant hereto shall be governed by the laws of the State of Delaware.

13. Stockholder Approval.

The Plan is conditional upon stockholder approval of the Plan within one year from its date of adoption by the Board of Directors. No option under the Plan may be exercised until such stockholder approval is obtained, and the Plan and all options granted under the Plan shall be null and void if the Plan is not so approved by the Company's stockholders.

Adopted by the Board of Directors on April 1, 1996.

Approved by the Stockholders on April 1, 1996.

-4-

SS&C TECHNOLOGIES, INC.

AMENDMENT NO. 1
TO
1996 DIRECTOR STOCK OPTION PLAN

The 1996 Director Stock Option Plan (the "Plan") of SS&C Technologies, Inc. is hereby amended as follows (capitalized terms used herein and not defined herein shall have the respective meaning ascribed to such terms in the Plan):

1. The reference to Section 5(h) at the end of Section 5(e) of the Plan shall be amended to refer to Section 5(f).

2. Section 10 of the Plan shall be deleted in its entirety and replaced with the following:

"10. Termination and Amendment of the Plan. The Board of Directors may suspend, terminate or discontinue the Plan or amend it in any respect whatsoever."

Except as aforesaid, the Plan shall remain in full force and effect.

Adopted by the Board of Directors on October 30, 1996.

-5-

SS&C TECHNOLOGIES, INC.

AMENDMENT NO. 2
TO

1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED

1. The 1996 Director Stock Option Plan, as amended (the "Plan"), is hereby amended to delete subsection 5(d) thereof and replace such subsection in its entirety with the following:

"(d) Vesting Period. Each option granted under the Plan shall be exercisable in full immediately upon the Option Grant Date."

2. The Plan is hereby amended to delete section 8 thereof and replace such section in its entirety with the following:

"8. Intentionally deleted."

3. Except as aforesaid, the Plan shall remain in full force and effect.

Adopted by the Board of Directors on May 5, 1999.

-6-

SS&C TECHNOLOGIES, INC.

AMENDMENT NO. 3
TO

1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED

1. The 1996 Director Stock Option Plan, as amended (the "Plan"), is hereby amended to delete subsection 4(a) thereof and replace such subsection in its entirety with the following:

"4(a) The maximum number of shares of the Company's Common Stock, par value $.01 per share ("Common Stock"), which may be issued under the Plan shall be 300,000 shares, subject to adjustment as provided in Section 7."

2. The Plan is hereby amended to delete section 5(a) thereof and replace such section in its entirety with the following:

"5(a) Option Grant Dates. Options shall automatically be granted to all eligible outside directors as follows:

(i) each person who first becomes an eligible outside director after the 2000 Annual Meeting of Stockholders of the Company shall be granted an option to purchase 10,000 shares of Common Stock on the date of his or her initial election to the Board of Directors, provided that such eligible director is elected on a date other than the date of an Annual Meeting of Stockholders; and

(ii) each eligible outside director shall be granted an option to purchase 10,000 shares of Common Stock on the date of each Annual Meeting of Stockholders of the Company commencing with the 2000 Annual Meeting of Stockholders, provided that he or she continues to serve as a director immediately following such Annual Meeting."

3. Except as aforesaid, the Plan shall remain in full force and effect.

Adopted by the Board of Directors on February 7, 2000.

Approved by the Stockholders on May 23, 2000.

-7-

SS&C TECHNOLOGIES, INC.

AMENDMENT NO. 4
TO

1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED

1. The Plan is hereby amended to delete section 5(a) thereof and replace such section in its entirety with the following:

"5(a) Option Grant Dates. Options shall automatically be granted to all eligible outside directors as follows:

(i) each person who first becomes an eligible outside director after the 2002 Annual Meeting of Stockholders of the Company shall be granted an option to purchase 5,000 shares of Common Stock on the date of his or her initial election to the Board of Directors, provided that such eligible director is elected on a date other than the date of an Annual Meeting of Stockholders; and

(ii) each eligible outside director shall be granted an option to purchase 5,000 shares of Common Stock on the date of each Annual Meeting of Stockholders of the Company commencing with the 2002 Annual Meeting of Stockholders, provided that he or she continues to serve as a director immediately following such annual Meeting."

2. Except as aforesaid, the Plan shall remain in full force and effect.

Adopted by the Board of Directors on May 22, 2002.

-8-

SS&C TECHNOLOGIES, INC.

AMENDMENT NO. 5
TO

1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED

The Director Stock Option Plan (the "Plan") of SS&C Technologies, Inc. is hereby amended as follows (capitalized terms used herein and not defined herein shall have the respective meanings ascribed to such terms in the Plan):

1. Subsection 4(a) of the Plan is deleted and replaced with the following:

"The maximum number of shares of the Company's common stock, par value $.01 per share ("Common Stock"), which may be issued under the Plan shall be 675,000 shares (after giving effect to the Company's three-for-two stock split payable March 5, 2004 to stockholders of record February 20, 2004), subject to adjustment as provided in section 7."

2. Except as amended hereby, the Plan remains in full force and effect.

Adopted by the Board of Directors on February 5, 2004.

Approved by the Stockholders on May 20, 2004.

-9-

SS&C TECHNOLOGIES, INC.

AMENDMENT NO. 6
TO

1996 DIRECTOR STOCK OPTION PLAN, AS AMENDED

1. The Plan is hereby amended to delete section 5(a) thereof and replace such section in its entirety with the following:

"5(a) Option Grant Dates. Options shall automatically be granted to all eligible outside directors as follows:

(i) each person who first becomes an eligible outside director on or after March 11, 2005 shall be granted an option to purchase 5,000 shares of Common Stock (after giving effect to the Company's three-for-two stock split payable March 5, 2004 to stockholders of record on February 20, 2004) on the date of his or her initial election to the Board of Directors, provided that such eligible director is elected on a date other than the date of an Annual Meeting of Stockholders; and

(ii) each eligible outside director shall be granted an option to purchase 5,000 shares of Common Stock (after giving effect to the Company's three-for-two stock split payable March 5, 2004 to stockholders of record on February 20, 2004) on the date of each Annual Meeting of Stockholders of the Company commencing with the 2005 Annual Meeting of Stockholders, provided that he or she continues to serve as a director immediately following such Annual Meeting."

2. Except as aforesaid, the Plan shall remain in full force and effect.

Adopted by the Board of Directors on March 11, 2005.

-10-

SS&C TECHNOLOGIES, INC.
1996 DIRECTOR STOCK OPTION PLAN

DIRECTOR STOCK OPTION AGREEMENT

1. Grant of Option. SS&C Technologies, Inc., a Delaware corporation (the "Company"), hereby grants to [________________] (the "Optionee"), an option, pursuant to the Company's 1996 Director Stock Option Plan, as amended (the "Plan"), to purchase an aggregate of [_______] shares of Common Stock, $.01 par value per share ("Common Stock"), of the Company at an exercise price of $[_____] per share, purchasable as set forth in, and subject to the terms and conditions of, this option and the Plan.

2. Non-Statutory Stock Option. This option is not intended to qualify as an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, and any regulations thereunder (the "Code").

3. Vesting, Exercise of Option and Provisions for Termination.

(a) Vesting Schedule. Except as otherwise provided in this Agreement, this option may be exercised at any time, and from time to time, on or after the date of grant but prior to the tenth anniversary of the date of grant (hereinafter the "Expiration Date"). This option may not be exercised at any time on or after the Expiration Date.

(b) Exercise Procedure. Subject to the conditions set forth in this Agreement, this option shall be exercised by the Optionee's delivery of written notice of exercise to the Treasurer of the Company, specifying the number of shares to be purchased and the purchase price to be paid therefor and accompanied by payment in full in accordance with Section 4. Such exercise shall be effective upon receipt by the Treasurer of the Company of such written notice together with the required payment. The Optionee may purchase less than the number of shares of Common Stock covered hereby.

(c) Exercise by Representative Following Death of Director. The Optionee, by written notice to the Treasurer of the Company, may designate one or more persons (and from time to time change such designation), including his or her legal representative, who, by reason of the Optionee's death, shall acquire the right to exercise all or a portion of this option. If the person or persons so designated wish to exercise any portion of this option, they must do so within the term of this option as provided herein. Any exercise by a representative shall be subject to the provisions of the Plan.

(d) Termination of Service as a Director. If the Optionee ceases to serve as a director of the Company for any reason, then, except as provided in
Section 3(e), the right to exercise this option shall terminate 60 days after such cessation (but in no event after the Expiration Date).

(e) Exercise Period Upon Death or Disability. If the Optionee ceases to serve as a director due to his or her death or disability (within the meaning of Section 22(e)(3) of the Code, or any successor provision) prior to the Expiration Date, then the exercisable portion of this option may be exercised, within the period of 180 days following the date the Optionee ceases to serve as a director (but in no event later than the Expiration Date), by the Optionee or by the person to whom this option is transferred by will, by the laws of descent and distribution, or by written notice pursuant to Section 3(c).

4. Payment of Purchase Price. Payment of the purchase price for shares of Common Stock purchased upon exercise of this option shall be made by delivery to the Company of cash or a check to the order of the Company in an amount equal to the purchase price of such shares.

5. Delivery of Shares; Compliance With Securities Laws, Etc.

(a) General. The Company shall, upon payment of the option price for the number of shares purchased and paid for, make prompt delivery of such shares to the Optionee; provided that if any law or regulation requires the Company to take any action with respect to such shares before the issuance thereof, then the date of delivery of such shares shall be extended for the period necessary to complete such action.

(b) Listing, Qualification, Etc. This option shall be subject to the requirement that if, at any time, counsel to the Company shall determine that the listing, registration or qualification of the shares subject hereto upon any securities exchange or under any state or federal law, or the consent or approval of any governmental or regulatory body, or that the disclosure of non-public information or the satisfaction of any other condition is necessary as a condition of, or in connection with, the issuance or purchase of shares hereunder, this option may not be exercised, in whole or in part, unless such listing, registration, qualification, consent or approval, disclosure or satisfaction of such other condition shall have been effected or obtained on terms acceptable to the Board of Directors. Nothing herein shall be deemed to require the Company to apply for, effect or obtain such listing, registration, qualification or disclosure, or to satisfy such other condition.

6. Nontransferability of Option. Except as provided in Section 3(c), to the extent required to qualify for the exemption provided by Rule 16b-3 under the Securities Exchange Act of 1934, as amended, this option shall not be transferable by the Optionee other than by will or the laws of descent and distribution or pursuant to a qualified domestic relations order as defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules thereunder, and shall be exercisable during the Optionee's lifetime only by the Optionee or the Optionee's guardian or legal representative. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this option or of such rights contrary to the provisions hereof, or upon the levy of any attachment or similar process upon this option or such rights, this option and such rights shall, at the election of the Company, become null and void.

7. No Right to Continue as a Director. Neither the Plan, nor the granting of this option nor any other action taken pursuant to the Plan, shall constitute or be evidence of any agreement or understanding, express or implied, that the Company will retain the Optionee as a director for any period of time.

8. Rights as a Stockholder. The Optionee shall have no rights as a stockholder with respect to any shares of Common Stock which may be purchased by exercise of this option (including, without limitation, any rights to receive dividends or non-cash distributions with respect to such shares) unless and until a certificate representing such shares is duly issued and delivered to the Optionee. No adjustment shall be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued.

9. Adjustment Provisions.

(a) General. If, through or as a result of any merger, consolidation, reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock split or other similar transaction, (i) the outstanding shares of Common Stock are exchanged for a different number or kind of securities of the Company or of another entity, or (ii) additional shares or new or different shares or other securities of the Company or of another entity are distributed with respect to such shares of Common Stock, the Board of Directors shall make an appropriate and proportionate adjustment in the price for each share subject to this option (without changing the aggregate purchase price for this option), to the end that this option shall be exercisable, for the same aggregate exercise price, for such securities as the Optionee

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would have held immediately following such event if he had exercised this option immediately prior to such event. No fractional shares will be issued to the Optionee on account of any such adjustments.

(b) Limits on Adjustments. No adjustment shall be made under this
Section 9 which would (i) have the effect of altering or impairing any rights or obligations of this option without the consent of the Optionee, or (ii) modify the number of shares of Common Stock subject to this option (except as provided in Section 9(a)).

10. Withholding Taxes. The Company's obligation to deliver shares upon the exercise of this option shall be subject to the Optionee's satisfaction of all applicable federal, state and local income and employment tax withholding requirements.

11. Miscellaneous.

(a) Except as provided herein, this option may not be amended or otherwise modified unless evidenced in writing and signed by the Company and the Optionee.

(b) All notices under this option shall be mailed (including by electronic mail) or delivered by hand to the parties at their respective addresses set forth beneath their names below or at such other address as may be designated in writing by either of the parties to one another.

Date of Grant: ______________               SS&C TECHNOLOGIES, INC.

                                            By:_____________________________

                                            Title:__________________________

                                            Address:

                                            80 Lamberton Road
                                            Windsor, CT 06095

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OPTIONEE'S ACCEPTANCE

The undersigned hereby accepts the foregoing option and agrees to the terms and conditions thereof. The undersigned hereby acknowledges receipt of a copy of the Company's 1996 Director Stock Option Plan, as amended.

OPTIONEE

[Name]

Address:

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EXHIBIT 10.10

DESCRIPTION OF SS&C TECHNOLOGIES, INC. ("SS&C") EXECUTIVE
OFFICER AND DIRECTOR COMPENSATION ARRANGEMENTS

Executive Compensation Program

The objectives of SS&C's executive compensation program are to:

- Attract and retain key executives critical to SS&C's long-term success;

- Align the interests of executive officers with the interests of stockholders and SS&C's success; and

- Recognize and reward individual performance and responsibility.

General. SS&C's executive compensation program consists of base salary, short-term incentive compensation in the form of cash bonuses and long-term incentive compensation in the form of stock options. In addition, executive officers are entitled to participate in benefit programs that are available generally to SS&C employees. These benefit programs include medical benefits, the employee stock purchase plan and the 401(k) profit sharing plan and trust.

For 2004, SS&C's management recommended the executive compensation packages, subject to approval and oversight by the Compensation Committee of SS&C's Board. On March 11, 2005, the Compensation Committee ratified and approved the increased annual salaries of Messrs. Pedonti and Whitman set out below, effective as of March 1, 2005. The base compensation figure for Mr. Milne is based on the pound-dollar exchange rate as of March 8, 2005.

Base Compensation (Annual Rate)

William C. Stone        Chairman of the Board and Chief Executive Officer      $   500,000
Normand A. Boulanger    President and Chief Operating Officer                      350,000
Patrick J. Pedonti      Senior Vice President and Chief Financial Officer          200,000
Stephen V.R. Whitman    Senior Vice President and General Counsel                  190,000
Kevin Milne             Senior Vice President--International                       383,178

Short-Term Incentive Compensation. Under SS&C's senior officer short-term incentive program, the Compensation Committee has discretionary authority to award cash bonuses to individual executive officers. The Compensation Committee believes the short-term incentive program provides significant incentive to SS&C's executive officers because it enables the Compensation Committee to reward outstanding individual achievement. The total amount of funds available for annual bonuses to executive officers and other employees in the incentive program is tied to SS&C's overall financial performance. On March 11, 2005, the Compensation Committee elected to award the following bonuses to SS&C's executive officers for services rendered during 2004:

Short-Term Incentive Compensation Awarded for Performance in 2004

William C. Stone        Chairman of the Board and Chief Executive Officer      $    700,000
Normand A. Boulanger    President and Chief Operating Officer                       250,000
Patrick J. Pedonti      Senior Vice President and Chief Financial Officer           100,000
Stephen V. R. Whitman   Senior Vice President and General Counsel                    75,000
Kevin Milne             Senior Vice President--International                         15% of
                                                                                base salary

Long-Term Incentive Compensation. SS&C provides long-term incentives to its executive officers and key employees in the form of stock options. The objectives of this program are to align executive and stockholder long-term interests by creating a strong and direct link between executive compensation and stockholder return, and to enable executives to develop and maintain a significant, long-term stock

ownership position in the common stock. Stock options are granted generally at the fair market value of the common stock at the time the option is granted. Accordingly, these stock options will only have value if SS&C's stock price increases above the fair market value of the common stock at the time the options were granted. In selecting executives eligible to receive option grants and determining the amount and frequency of such grants, the Compensation Committee evaluates a variety of factors, including (1) the job level of the executive and (2) past, current and prospective service to SS&C rendered, or to be rendered, by the executive. During 2004, SS&C granted options to purchase an aggregate of 50,000 shares of common stock to SS&C's executive officers.

Director Compensation Program

Under a revised director compensation program recommended by the Compensation Committee and adopted by the Board on March 11, 2005, each non-employee member of the Board shall receive (i) an annual payment of $10,000 for service on the Board, (ii) a payment of $1,000 for each Board meeting attended and (iii) a payment of $500 for each Committee meeting attended. In addition, the Chairman of the Audit Committee of the Board shall receive an annual payment of $5,000, and the Chairman of each other Board Committee shall receive an annual payment of $2,500. All of the directors are reimbursed for expenses incurred in connection with their attendance at Board and committee meetings. Non-employee directors are also awarded non-statutory options under SS&C's 1996 Director Stock Option Plan. Each eligible director is entitled to receive an option to purchase shares of common stock upon his or her initial election to the Board and at each annual meeting of stockholders thereafter, provided that he or she continues to serve as a director immediately following such annual meeting. Such option shall be fully vested and shall have an exercise price of the closing price of the Corporation's common stock on the Nasdaq Stock Market on the date of grant. On March 11, 2005, the Board of Directors amended the Director Plan to

reduce the initial and annual option grants from 7,500 to 5,000 shares.

Exhibit 10.12

SECOND AMENDMENT TO LEASE

WHEREAS, Monarch Life Insurance Company (hereinafter referred to as the "Original Landlord") and SS&C TECHNOLOGIES, INC. (hereinafter referred to as the "Tenant" or the "Lessee") entered into a certain lease for approximately 48,126 square feet of rentable area on the first and second floors (hereinafter referred to as the "Premises") of the building known and numbered as 80 Lamberton Road, Windsor, Connecticut (hereinafter referred to as "Building") dated September 23, 1997, as amended by a certain First Amendment to Lease dated November 18, 1997, whereby the Premises were expanded to consist of a total of 54,082 square feet of rentable area on the first and second floors and the "Highbay I Space", (hereinafter referred to as the "Initial Lease" and the "First Amendment", respectively, and collectively referred to as the "Lease"); and

WHEREAS, NEW BOSTON LAMBERTON LIMITED PARTNERSHIP (hereinafter referred to as the "Landlord" or the "Lessor") is the successor in interest to the Original Landlord; and

WHEREAS, Tenant desires to lease additional space at the Building; and

WHEREAS, Landlord and Tenant now mutually desire to establish the terms and conditions for the rental of additional space at the Building, and to amend the Lease in various respects as more particularly set forth below.

NOW THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged by both parties hereto, Landlord and Tenant hereby agree to amend the Lease as follows:

1. Section 2 (a) of the Lease is amended by inserting the following language after the first sentence of the first paragraph thereof:

"Effective as of July 1, 1999, the Premises shall include approximately an additional 19,663 square feet of net rentable area; consisting of approximately an additional 7,300 square feet of net rentable area (the exact dimensions of which are to be determined at a later date, and will be incorporated into a revised Third Amendment to Lease in substantially the same form as this Second Amendment to Lease), and an additional 12,363 square feet of net rentable area on the ground floor of the Building (hereinafter referred to as the "Highbay II Space", and the "Ground Floor Space", respectively, and collectively hereinafter referred to as the "Second Amendment Expansion Space") as more particularly shown as the cross-hatched area on Exhibit A-2 attached hereto and incorporated herein by reference."

2. Section 2 of the Lease is amended by inserting the following language after subsection (c) thereof:

"(d) Tenant shall have the right, without payment of rent or charge, to use space in the Lamberton Road side of the Building (the "Lobby") for its reception area as set forth in Exhibit A-3 attached hereto and incorporated hereby. Tenant, at its sole cost and expense

shall make the improvements to the Lobby (the "Lobby Improvements"), as set forth in Exhibit E attached hereto and incorporated hereby, upon Landlord's written approval of the same, which approval shall not be unreasonably withheld or delayed. The Lobby Improvements will not interfere with the means of ingress or egress for other tenants in the Building, or interfere with any Building systems. Upon the completion of the Lobby Improvements, Tenant will, at its sole cost, provide all cleaning services to the Lobby in accordance with prior Building practices, and the standards of a first class office building. Upon the termination or expiration of the Lease, Tenant will surrender the Lobby in broom clean condition, and in good order and repair, reasonable wear and tear excepted."

3. Section 3 (c) of the Lease is amended by inserting the following language at the end thereof.

"Notwithstanding anything to the contrary herein, Tenant's right to extend this Lease in accordance with this Section 3 (c) shall not include a right to extend this Lease with respect to the Ground Floor Space."

4. Section 4 (a) of the Lease is amended by inserting the following language after Section 4(a) (ii):

"(iii) In addition to the Minimum Annual Rent set forth in Section 4 (a)
(i) and (ii), Tenant shall pay rent with respect to the Highbay II Space as set forth below;

PERIOD               RENT PER SQ. FT.     MONTHLY RENT
------               ----------------     ------------
7/1/99-7/31/99       NONE                 NONE
8/1/99-12/31/02      $13.25               to be determined upon re-
1/1/03-1/14/08       $14.00               measurement at a later date.

In addition to the Minimum Annual Rent set forth in Section 4 (a) (i) and
(ii), Tenant shall pay rent with respect to the Ground Floor Space as set forth below;

PERIOD               RENT PER SQ. FT.     MONTHLY RENT
------               ----------------     ------------
7/1/99-7/31/99       N/A                      $6,196.19
8/1/99-6/30/01       $14.75                  $15,196.19
7/1/01-6/30/03       $15.25                  $15,711.31
7/1/03-6/30/05       $15.75                  $16,226.44
7/1/05-1/14/08       $16.25                  $16,741.56"

5. Section 5 (a) of the Lease is amended by inserting the following language after the second sentence of the first paragraph thereof"

"Effective as of the July 1, 1999, the "Lessee's Proportionate Share" for purposes of this Section 5 (a) shall be approximately 46.8% (the exact "Lessee's Proportionate Share" shall be determined at a later date upon re-measurement by Landlord and will be incorporated into a revised Third Amendment to Lease in substantially the same form as this Second Amendment to Lease)".

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6. Section 7 of the Lease is amended by inserting the following subsection at the end thereof:

"(e) Effective July 1, 1999, thee Lessee accepts the Premises (with the exception of the Highbay II Space and Ground Floor Space) in its "As Is" condition and acknowledges the satisfactory completion of all improvements and conditions set forth in Section 7 (a) - (d). Tenant shall do the work shown as the work to be performed by Tenant on, and in accordance with, final plans and specifications prepared by Tenant's Architect, and to be reviewed and approved by Landlord (hereinafter referred to as "Build-Out Drawings" a copy of which shall be attached hereto and incorporated hereby as Exhibit A-4), which Build-Out Drawings will be prepared at Tenant's expense. The work shown thereon as the work to be performed by Tenant shall be done in a good and workmanlike manner, in accordance with all laws, rules, regulations and ordinances applicable thereto, and pursuant to a Town of Windsor Building Permit (hereinafter referred to as "Tenant's Work"), and shall be done by Tenant's choice of contractor (which shall be subject to Landlord's reasonable approval) pursuant to a Stipulated Sum AIA Document A101 Standard Form of Agreement Between Tenant and Contractor (hereinafter referred to as "General Contractor"). Tenant shall have no authority to make any changes to the Build-Out Drawings after approval of the same by Landlord and Tenant, whether by change order or otherwise, absent Landlord's prior written consent, which consent shall not be unreasonably withheld or delayed. Tenant's Work shall be done at Tenant's expense except as otherwise provided herein. Tenant shall pursue the issuance of a permanent Certificate of Occupancy for Tenant's Work after the completion of the same.

Prior to the commencement of Tenant's Work, Tenant shall provide Landlord with the General Contractor's firm quote for the cost of performing Tenant's Work. Landlord shall provide an allowance of up to Two Hundred Thirty Nine Thousand One Hundred Thirty Dollars ($239,130.00) towards the actual cost of Tenant's Work (approximately One Hundred Fifteen Thousand Five Hundred Dollars ($115,500.00) towards the actual costs of performing Tenant's Work to the Highbay II Space, and approximately One Hundred Twenty Three Thousand Six Hundred Thirty Dollars ($123,630.00) toward the actual cost of performing Tenant's Work on the Ground Floor Space) (hereinafter collectively referred to as the "TI Contribution"). Landlord shall pay to Tenant the TI Contribution upon: the completion of Tenant's Work, the issuance of a Certificate of Occupancy by the Town of Windsor, and Landlord's receipt of a lien waiver from the General Contractor. The costs of performing Tenant's Work in excess of said Two Hundred Thirty Nine Thousand One Hundred Thirty Dollars ($239,130.00) shall be borne by Tenant.

Tenant shall furnish and install any and all necessary trade fixtures, equipment and other items necessary for the proper conduct of Tenant's business. In no event shall Landlord be required to provide or install any trade fixtures or equipment.

Tenant agrees to employ for any work it may do pursuant to this Section 5 one or more responsible contractors whose labor will work in harmony with other labor working in the Building and with suppliers of materials for use in construction in and on the Building, and especially Tenant agrees that it will not do or permit to be done anything which would cause any labor difficulty in connection with any construction in the Building,

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Tenant shall require all such contractors employed by Tenant to carry Worker's Compensation Insurance in accordance with statutory requirements and to carry Commercial General Liability Insurance and Automobile Liability Insurance covering such contractors in or about the Building and property in amounts not less that Two Million ($2,000,000) Dollars combined single limits for property damage, for injury or death of more than one person in a single accident and to submit certificates of insurance evidencing such coverage to Landlord prior to commencement of such work. Tenant agrees to indemnify and hold harmless Landlord from all claims, actions, demands and causes of actions occasioned by Tenant's contractors being on or about the Premises or the Building, and from Tenant's contractors performing work in the Building or on the Premises.

All contractors, subcontractors, mechanics, laborers, materialmen, and others who perform any work, labor or services, or furnish any materials, or otherwise participate in the labor or services, or furnish any materials, or otherwise participate in the improvement of the Building shall be and are hereby given notice that Tenant is not authorized to subject Landlord's interest in the Building to any claim for mechanics', laborers' and materialmen's liens, and all persons dealing directly or indirectly with Tenant may not look to the Building as security for payment. Tenant shall save Landlord harmless from and against all expenses, liens, claims or damages to either property or person which may or might arise by reason of the making of any such additions, improvements, alterations and/or installations.

Tenant shall be liable to Landlord for any damage to the Building caused by Tenant's work hereunder."

7. Section 31 of the Lease is amended to provide that:

"All notices required to be sent to the Lessor pursuant to the Lease shall be sent to the following addresses:

To Lessor:          New Boston Lamberton, LP
                    c\o New Boston Fund, Inc.
                    One Longfellow Place, Suite 3612
                    Boston, MA 02114
                    Attn. Jerome L. Rappaport, Jr.

With a copy to:     Rappaport, Aserkoff & Rappaport
                    One Longfellow Place, Suite 3611
                    Boston, MA 02114
                    Attn. Janet F. Aserkoff, Esq."

8. Section 32 of the Lease is amended by adding the following sentence after the first sentence of the first paragraph:

"Lessor and Lessee warrant and represent to each other that they have dealt with no broker or other person or entity entitled to a commission with respect to the Second Amendment Expansion Space except Corporate Facility Advisors and CB Richard Ellis - N.E. Partners, LP".

9. Section 35 of the Lease is hereby deleted in its entirety.

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10. Notwithstanding anything to the contrary in the Lease, Tenant shall have the right to install its own exclusive signage within the Lamberton Road Building lobby entrance, consistent with a first class office building and similar in design and materials to Tenant's existing signage, subject to obtaining the Landlord's prior written consent after Landlord's review of the planned signage, which consent shall not be unreasonably withheld or delayed. All costs associated with said signage (including without limitation all permitting costs) shall be at the Tenant's sole expense.

11. Provided Tenant is not in default of its obligations hereunder, beyond any applicable cure period, and subject to a right of first refusal in favor of Milliman & Robertson, as presently exists under its lease, Landlord shall provide Tenant with written notice (the "Right of First Offer Notice") for the approximately 11,147 square feet of rentable area on the second floor of the I-91 side of the Building should said space become available for lease. Landlord's Right of First Offer Notice to Tenant shall set forth the premises' square footage, the availability date, the term of occupancy (which term shall be coterminous with the term of this lease as it may be extended), the rent, the base years for the purpose of Tax and Operating Cost Excess, and the tenant improvements to be performed by Landlord, if any. The terms and conditions contained in the Right of First Offer Notice shall reflect Landlord's good faith determination of the then current fair market rental terms available for comparable premises in the Building to new tenants. Tenant shall have fifteen
(15) days following receipt of the Right of First Offer Notice to accept said space on the terms and conditions offered, and if Tenant shall fail to accept the Offer within said fifteen (15) day period, Tenant shall have waived its right to the space and shall have no further right pursuant to this Section 11 to the space offered for the remainder of the term of this Lease, as it may be extended. In the event Tenant accepts the offer of any space pursuant to this
Section 11, Landlord and Tenant shall execute an amendment to this lease, setting forth the terms and conditions for the lease by Tenant of the space so acquired.

12. Except as herein provided, all other terms and conditions of the Lease are hereby ratified and confirmed, and shall remain in full force and effect.

THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.
SIGNATURES ARE ON THE FOLLOWING PAGE.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Second Amendment to Lease to be duly executed, under seal, by persons hereunto duly authorized, in multiple counterparts, each of which shall be considered an original hereof, as of this ____ day of April 1999.

LANDLORD:
NEW BOSTON LAMBERTON LIMITED PARTNERSHIP
BY: NEW BOSTON FUND IV, INC.
Its General Partner

/s/ illegible                           By: /s/ Jerome L. Rappaport, Jr.
---------------------                       ------------------------------------
Witness                                 Jerome L. Rappaport, Jr.
                                        Its President

                                        TENANT:

                                        SS&C TECHNOLOGIES, INC.

/s/ illegible                           By: /s/ Anthony R. Guarascio
---------------------                       ------------------------------------
Witness                                 Anthony R. Guarascio
                                        Its Senior Vice President, Finance and
                                             Chief Financial Officer

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Exhibit 10.13

THIRD AMENDMENT TO LEASE

THIS THIRD AMENDMENT OF LEASE (the "AGREEMENT") made effective July 1, 1999 between NEW BOSTON LAMBERTON LIMITED PARTNERSHIP, with a principal place of business at One Longfellow Place, Suite 3612, Boston, Massachusetts 02114 ("LANDLORD") and SS&C TECHNOLOGIES, INC. ("TENANT").

WHEREAS, Landlord is the owner of a building located at 80 Lamberton Road (the "BUILDING") situated on a parcel of land in Windsor, Connecticut (collectively the "PROPERTY");

WHEREAS, Monarch Life Insurance Company, Landlord's predecessor-in- interest and Tenant entered into a certain lease for space on the first and second floors of the Building dated September 23, 1997 (the "ORIGINAL LEASE"), as expanded and amended by a certain First Amendment to Lease dated November 18, 1997, and as further amended by a certain "SECOND AMENDMENT OF LEASE" dated April, 1999 which included among other provisions, the expansion of the leased premises to include 7,300 square feet of space known as the "HIGHBAY II SPACE" (the leases, as amended, hereinafter collectively referred to as the "LEASE");

WHEREAS, Tenant desires to further expand the leased premises and the Highbay II Space to include an additional 150 square feet (the "EXPANSION SPACE");

WHEREAS, Landlord and Tenant desire to clarify and amend certain terms in the Lease as required pertaining to the required re-measurement of the Highbay II Space; and

NOW, THEREFORE, for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the mutual promises hereinafter set forth, Landlord and Tenant agree to amend the Lease, effective as of the date above, as follows:

1. Tenant shall pay rent from August 1, 1999 through December 31, 1999 for the Highbay II Space pursuant to Section 4 of the Second Amendment to Lease, based upon 6,862 square feet of space at a rate of $13.25 per square foot, or $7,576.79 monthly.

2. Effective as of July 1, 1999 and throughout the remainder of the term of the Lease, "Lessee's Proportionate Share" for the purposes of Section 5(a) of the Second Amendment to Lease and Section 5 of the Original Lease shall be forty-six and seventy-nine one hundredths percent (46.79%).

3. Effective as of January 1, 2000, the Highbay II Space shall include the Expansion Space and shall total 7,012 square feet of space.

4. Effective as of the January 1, 2000, Tenant shall pay the following Annual Minimum Rent for the Highbay II Space:

     PERIOD          RENT PER SQ. FT.   MONTHLY RENT
     ------          ----------------   ------------
1/l/00-12/31/02          $13.25          $7,742.42
1/1/03 -1/14/08          $14.00          $8,180.67

5. Effective as of January 1, 2000, the Premises, pursuant to Section 2 of the Original Lease, shall total 73,457 square feet of space, an approximation of which is shown as cross-hatched on the attached EXHIBIT A.

6. Except as modified herein, all other terms and conditions of the Lease, as previously amended, will remain in full force and effect.

LANDLORD:

NEW BOSTON LAMBERTON LIMITED PARTNERSHIP

BY: NEW BOSTON FUND IV, INC.
Its General Partner

/s/ illegible                           By: /s/ Jerome L. Rappaport, Jr.
---------------------                       ------------------------------------
Witness                                 Jerome L. Rappaport, Jr.
                                        Its President


                                        TENANT:


                                        SS&C TECHNOLOGIES, INC.


/s/ illegible                           By: /s/ Anthony R. Guarascio
---------------------                       ------------------------------------
Witness                                 Anthony R. Guarascio
                                        Its Senior Vice President, Finance and
                                        Chief Financial Officer

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.
.

Exhibit 21

SUBSIDIARIES OF THE REGISTRANT

        Subsidiary Name                  Jurisdiction of Organization
----------------------------------       ----------------------------
SS&C Ventures, Inc.                      Connecticut
HC Investments Ltd.                      British Virgin Islands
HedgeWare, Inc.                          Delaware
Quantra Software Corporation             Delaware
SSC Direct.com, Inc.                     Delaware
SS&C Pacific, Inc.                       Delaware
Shepro Braun Systems, Inc.               Illinois
SAVID International Inc.                 New Jersey
The SAVID Group, Inc.                    New York
The Brookside Corporation                Rhode Island
SS&C Fund Services N.V.                  Netherlands Antilles
SS&C Fund Services (B.V.I.) Limited      British Virgin Islands
SS&C Technologies PTE Ltd.               Singapore
SS&C Technologies, KK                    Japan
SS&C Technologies Limited                United Kingdom
SS&C Technologies Sdn. Bhd.              Malaysia
SS&C Technologies B.V.                   Netherlands
SS&C (Bahamas) Ltd.                      Bahamas
OMR Systems Corporation                  New Jersey
OMR Systems International Limited        New Jersey
OMR Systems United Kingdom               United Kingdom
OMR Systems S.A.R.L.                     France
EisnerFast LLC                           New York
1651943 Ontario Inc.                     Ontario

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (File numbers 333-07205, 333-07207, 333-07211, 333-07213, 333-52295, 333-82131, 333-95401, 333-38144, 333-38142, 333-38140, 333-61628, 333-106021, 333-106023 and 333-118110) of SS&C Technologies, Inc. of our report dated March 14, 2005 relating to the consolidated financial statements, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut
March 14, 2005

Exhibit 31.1

CERTIFICATION

I, William C. Stone, certify that:

1. I have reviewed this annual report on Form 10-K of SS&C Technologies, Inc.;

2. Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3. Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this annual report based on such evaluation; and

d) Disclosed in this annual report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: March 14, 2005                     /s/ William C. Stone

                                         William C. Stone
                                         Chief Executive Officer and
                                         Chairman of the Board of Directors


                                         (Principal Executive Officer)

Exhibit 31.2

CERTIFICATION

I, Patrick J. Pedonti, certify that:

1. I have reviewed this annual report on Form 10-K of SS&C Technologies, Inc.;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  March 14, 2005                    /s/ Patrick J. Pedonti

                                         Patrick J. Pedonti
                                         Senior Vice President and Chief
                                         Financial Officer


                                         (Principal Financial Officer)

Exhibit 32

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the annual report on Form 10-K of SS&C Technologies, Inc. (the "Company") for the period ended December 31, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), the undersigned officers of the Company hereby certify, pursuant to 18 U.S.C.
Section 1350, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: March 14, 2005                     By: /s/ William C. Stone
                                             ----------------------------------
                                             William C. Stone
                                             Chief Executive Officer

Date: March 14, 2005                     By: /s/ Patrick J. Pedonti
                                             ----------------------------------
                                             Patrick J. Pedonti


                                             Chief Financial Officer