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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, 2006
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:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

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. þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer o Non-accelerated filer þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the registrant’s common equity held by non-affiliates is zero. The registrant is a privately-held corporation.

There were 1,000 shares of the registrant’s common stock outstanding as of March 30, 2007.

DOCUMENTS INCORPORATED BY REFERENCE:

None.

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 “Item 1A. Risk Factors”, 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, except as required by law.

The following (identified in the chart of products and services on pages 11 and 12) are registered trademarks and/or service marks of SS&C Technologies, Inc. and/or its subsidiaries in the United States and/or in other countries: ADVISORWARE, DBC, FUNDRUNNER, HEATMAPS, MARGINMAN, PACER, PAGES, PORTPRO, RECON, SKYLINE, SYLVAN, TRADEDESK, TRADETHRU, and ZOOLOGIC. SS&C Technologies, Inc. and/or its subsidiaries in the United States and/or in other countries have trademark or service mark rights to certain other names and marks referred to in this annual report.

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*

SS&C Technologies, Inc. was acquired on November 23, 2005 through a merger transaction with Sunshine Acquisition Corporation, a Delaware corporation formed by investment funds associated with The Carlyle Group. The acquisition was accomplished through the merger of Sunshine Merger Corporation, a wholly-owned subsidiary of Sunshine Acquisition Corporation, into SS&C Technologies, Inc., with SS&C Technologies, Inc. being the surviving company and a wholly-owned subsidiary of Sunshine Acquisition Corporation (the “Transaction”). See further discussion of the Transaction in Note 1 of notes to the consolidated financial statements.

Although SS&C Technologies, Inc. continued as the same legal entity after the Transaction, the accompanying consolidated statements of operations, cash flows and stockholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of SS&C Technologies, Inc. and subsidiaries for both the Predecessor and Successor periods. We have prepared our discussion of the results of operations by comparing the years ended December 31, 2006 and 2004 to the mathematical combination of the Successor and Predecessor periods in the year ended December 31, 2005. Although this presentation does not comply with generally accepted accounting principles (GAAP), we believe that it provides a meaningful method of comparison. The combined operating results have not been prepared as pro forma results under applicable regulations and may not reflect the actual results we would have achieved absent the Transaction and may not be predictive of future results of operations.

Company Overview

We are a leading global provider of a broad range of highly specialized proprietary software and software-enabled outsourcing solutions for the financial services industry. Our software facilitates and automates the entire lifecyle of securities processing and other mission-critical functions within large financial institutions, including modeling, trading, accounting, performance measurement, analytics, reporting, and compliance. For over 20 years, our products and services have been instrumental in helping our customers solve complex information processing requirements and improve the effectiveness of their investment professionals. We generate revenues by licensing our proprietary software to users (coupled with renewable maintenance contracts), leveraging our software to provide outsourcing solutions, and providing professional services to implement and otherwise support our products. Our business model is characterized by significant contractual recurring revenue, high operating margins and significant cash flow. For the year ended December 31, 2006, we generated revenues of $205.5 million. For financial information related to our business, including geographic information, please see our consolidated financial statements, including the notes thereto.

We provide over 50 products and services to more than 4,000 clients globally in eight vertical markets in the financial services industry:


	•	insurance and pension funds

	•	institutional asset managers

	•	alternative investment managers

	•	financial institutions

	•	commercial lenders

	•	real estate property managers

	•	municipal finance groups

	•	corporate treasury groups

We believe that we are a leading provider of financial management software in the sectors within the highly fragmented market for financial services software in which we compete. Our customers include many of the largest

and most well-recognized firms in the financial services industry, which together manage over $7 trillion in assets worldwide. Our revenue is highly diversified, with no single client accounting for more than 5% of our revenue for fiscal 2006. We have continued to migrate our business to a contractually recurring revenue model (79.3% of our revenue for the year ended December 31, 2006 was contractually recurring in nature, which we define as outsourcing and maintenance revenues), which helps us minimize the fluctuations in revenues and cash flows typically associated with non-recurring software license revenues and enhances our ability to estimate our future results of operations. We have experienced average revenue retention rates in each of the last three years of greater than 90% on our maintenance and outsourcing service contracts for our core enterprise software products, which generate a substantial majority of our contractually recurring revenue. We believe that the high-value added nature of our products and services have enabled us to maintain our high revenue retention rates.

We were founded in 1986 by William C. Stone, who has served as our Chairman and Chief Executive Officer since our inception. We have grown our business by increasing sales of products and services to existing customers, attracting new clients to increase our installed customer base, cross selling products to this base, and utilizing innovative product development and complementary acquisitions to capitalize on evolving market opportunities. We believe we offer one of the broadest selections of products and services in the industry, in both “best of breed” category and integrated suite of products, and offer multiple deployment options, allowing us to offer comprehensive end-to-end solutions to our customers.

Industry Background

We believe that IT spending in the financial services industry is growing and that several factors will continue to drive growth in the future, including:


	•	constantly evolving regulatory requirements with increasing regulatory oversight;

	•	increasing transaction volumes with shorter settlement cycles;

	•	increasing assets under management;

	•	fierce global competition;

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

	•	outsourcing of non-core business functions; and

	•	consolidation of industry assets at both large insurers and asset managers.

As a result of these factors, many financial services organizations face an increasing gap between the amount and complexity of data that they must analyze and control and their finite internal IT resources. Financial services organizations rely in large part on internal IT departments to supply the systems required to meet their information analysis requirements. Often, 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 expenditures including sophisticated data centers and business continuity centers. To meet their demands, financial services organizations continue to turn to flexible, cost-effective, rapidly deployable software and software-enabled outsourcing solutions that support informed, real-time business decision-making and regulatory compliance.

Our Strengths

We believe that attractive industry dynamics coupled with our competitive advantages will enable us to continue to expand our business.

Highly Diversified and Stable Customer Base. By providing mission-critical, reliable software products and services, we have developed a large installed customer base within the multiple segments in the financial services industry that we serve. Our client base of over 4,000 includes some of the largest and most well recognized firms in the financial services industry. We believe that our high-quality products and superior services have led to long-term customer relationships, some of which date from our earliest days of operations in 1987. During fiscal 2006, our top 10 customers represented approximately 20% of our revenues, with no single customer accounting for

more than 5%. We have experienced average revenue retention rates of over 90% on our maintenance and outsourcing contracts for our core enterprise software products in each of the last three years.

Substantial Contractually Recurring Revenues. We continue to focus on growing contractually recurring revenue streams from our software-enabled outsourcing solutions and maintenance services because they provide greater predictability in the operation of our business and enable us to build valued long-term relationships with our clients. The shift to a more recurring revenues based business model has reduced volatility in our revenues and earnings, and increased management’s ability to estimate future results. Contractually recurring revenues represented approximately 79.3% of total revenues for the year ended December 31, 2006, up from 23% of total revenues in 1997.

Ownership of Outsourcing Software Promotes Higher Margins and Product Improvement. We use our own proprietary software products and infrastructure to provide our software-enabled outsourcing services, resulting in high overall operating margins and multiyear contractually recurring revenues. In addition, our daily usage of these products in the execution of our business process outsourcing (BPO) and fund administration outsourcing business allows us to quickly identify and deploy product improvements and respond to client feedback, enhancing the competitiveness of both our license and outsourcing offerings. This continuous feedback process provides us with a significant advantage over many of our competitors, specifically those software competitors that do not provide outsourcing services and therefore do not have the same level of hands-on experience with their products. In particular it allows us to compete effectively with traditional outsourcing firms such as custodian banks that utilize third-party technology and are therefore dependent on third-party software providers for key service support and product development.

Attractive Industry Dynamics. We believe that we will benefit from favorable dynamics in the financial services industry, including the growth of worldwide IT spending on software, professional services and outsourcing. The financial services industry is one of the largest global investors in IT software and services. Favorable growth factors for IT spending in the financial services industry include: increasing transaction volumes; constantly evolving regulatory requirements; the increasing number, and greater complexity, of asset classes; and the challenge to enable real-time business decision-making amid increased amounts and complexity of information. We believe that these trends, coupled with our ability to leverage our extensive global industry expertise to rapidly react to our customers’ needs and incremental penetration opportunities within the financial services industry, will further drive our organic growth.

Extensive Industry Expertise. Our team of approximately 727 development and service professionals has significant expertise across the eight vertical markets that we serve and a deep working knowledge of our clients’ businesses. By leveraging this expertise and knowledge, we have developed, and continue to improve, our software products and services to enable our clients to overcome the complexities inherent in their businesses.

Successful, Disciplined Acquisition History. We have a proven ability to acquire and integrate complementary businesses. Our experienced senior management team leads a rigorous evaluation of our acquisition candidates to ensure that they satisfy our product or service needs and will successfully integrate with our business while meeting our targeted financial goals. As a result, our acquisitions have contributed marketable products or services that have added to our revenues. In addition, our acquisitions have enabled us to expand our product and service offerings to our existing customers and given us the opportunity to market our existing products into new markets or client bases. We also have generally been able to improve the operational performance and profitability of the acquired businesses. In addition, we believe that our acquisitions have been a low risk extension of our research and development effort that has enabled us to purchase proven products without the uncertainty of in-house development.

Experienced Management Team with an Average of Over 15 Years of Experience. Our management team has an established track record of operational excellence. On average, our senior management team has more than 15 years of experience with us or other companies in the software and financial services industries.

Business Strategy

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

Grow Our Software-Enabled Outsourcing and Other Contractually Recurring Revenues. We plan to further increase our contractually recurring revenue streams from our software-enabled 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 software-enabled outsourcing solutions provide an attractive alternative to clients that do not wish to install, run and maintain complicated financial software.

Increase Revenues from Our Existing Clients. Revenues from our existing clients generally grow along with the volume of assets that they manage. While we expect to continue to benefit from this trend, we intend to continue to use our deep understanding of the financial services industry to identify other opportunities to increase our revenues from our existing clients. Many of our current customers use our products for a relatively small portion of their total funds and investment vehicles under management, providing us with excellent opportunities for growth as we attempt to gain a larger share of their business. We have been successful in, and expect to continue to focus our marketing efforts on, providing additional modules or features to the products and services our existing clients already use, as well as cross-selling our other products and services.

Enhance Our Product and Service Offerings to Address the Specialized Needs of Our Clients. 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 leverage our expertise by continuing to offer products and services that address the highly specialized needs of the financial services industry. Our internal product development team works closely with marketing and client service personnel to ensure that product evolution reflects developments in the marketplace and trends in client requirements. In addition, we intend to continue to develop our products in a cost-effective manner by leveraging common components across product families. 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 and enable our clients to automate and integrate their front-, middle- and back-office functions for improved productivity, reduced manual intervention and bottom-line savings.

Maintain Our Commitment to the Highest Level of Client Service. We intend to continue to differentiate ourselves from our competition through 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 functional and technical expertise of our sales, professional services and support staffs. Our commitment begins with our senior management team, which actively participates 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 full-time dedicated client support team whose primary responsibility is to resolve questions and provide solutions to address ongoing needs. We expect to continue to build client loyalty and generate high-quality references for future clients by leveraging the individual attention and industry expertise provided by our senior management and staff.

Capitalize on Acquisition Opportunities. 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. To supplement our internal development efforts and capitalize on growth opportunities, we intend to continue to employ a disciplined and highly focused acquisition strategy. We will seek to opportunistically acquire, at attractive valuations, businesses, products and technologies in our existing or complementary vertical markets.

Our Acquisitions

Since 1995, we have acquired over 20 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 software-enabled BPO service or an application service provider (ASP) solution;

	•	possess proven technology and an established client base that will provide a source of ongoing revenues and to whom we may be able to sell existing products and services; 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
April 2005	Financial Models Company	$159,000,000	FMC suite of products
June 2005	Financial Interactive, Inc.	358,424 shares of common stock and warrants to purchase 50,000 shares of common stock with an exercise price of $37.69 per share	FundRunner
August 2005	MarginMan	$5,600,000	MarginMan
October 2005	Open Information Systems, Inc.	$24,000,000	Money Market Manager, Information Manager
March 2006	Cogent Management	$12,250,000	Fund services
August 2006	Zoologic	$3,000,000	Education and training courseware
March 2007	Northport	$5,000,000	Fund services

Many of our acquisitions have enabled us to expand our product and service 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 groups market after the DBC acquisition. Our acquisition of OMR Systems Corporation and OMR Systems International Limited (together “OMR”) allows us to offer integrated, global solutions to financial institutions and hedge funds through our TradeThru software and Xacct services. The acquisitions of EisnerFast, Cogent and Northport have expanded our software-enabled outsourcing offerings to the hedge fund and private equity markets. With our acquisition of

FMC, we were able to complement and expand our product and service offerings to meet the front-, middle- and back-office needs of the investment management industry. 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 Hypersystems, Inc.

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 operating 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 revenues generated by acquired products and services by leveraging our larger sales capabilities and client base.

Products and Services

Our products and services allow professionals in the financial services industry to efficiently and rapidly analyze and manage information, increase productivity, reduce costs and devote more time to critical business decisions. We provide highly flexible, scaleable and cost-effective solutions that enable our clients to meet growing and evolving regulatory requirements, track complex securities, better employ sophisticated investment strategies and scale efficiently with growing assets under management. Our portfolio of over 50 products and services enables our customers to integrate their front-office functions (trading and modeling), with their middle-office functions (portfolio management and reporting) and their back-office functions (processing, clearing, accounting, performance measurement, reconciliation and reporting). Our portfolio accounting products (CAMRA, TradeThru, Pacer, AdvisorWare and Total Return) accounted for approximately 51% of our revenues for the year ended December 31, 2006.

We have substantial industry expertise across the eight vertical markets that we serve. Our team of approximately 727 professionals is well positioned to address many of the complex needs of our clients due in part to constantly evolving regulatory requirements with increasing regulatory oversight and the increasing number, and greater complexity, of asset classes and securities products. Our portfolio of products and services enables our clients to address many of these and other complicated business needs, as well as to simplify their day-to-day operations.

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 FundRunner FundRunner Investorsite FundRunner Marathon Lightning Pacer Pages PALMS PortPro Recon SS&C Wealth Management Suite Front Office Sylvan Total Return	Portfolio managers Asset managers Fund administrators Investment advisors Accountants Auditors Alternative investment managers Brokers/dealers	Alternative investment managers Corporate treasury groups Financial institutions Institutional asset managers Insurance & pension funds
*Outsourcing*
SS&C Direct SS&C Fund Services SSCNet SVC	Portfolio managers Asset managers Fund administrators Investment advisors Alternative investment managers Securities traders	Alternative investment managers Financial institutions Institutional asset managers Insurance & pension funds
*Trading/Treasury Operations*
Antares Heatmaps MarginMan Suite Front Office TradeDesk TradeThru	Securities traders Financial institutions Risk managers Foreign exchange traders Asset managers	Alternative investment managers Corporate treasury groups Financial institutions Institutional asset managers Insurance & pension funds
*Financial Modeling*
AnalyticsExpress DBC (family of products) Finesse HD PTS	CEO/CFOs Risk managers Actuarial professionals Bank asset/liability managers Investment bankers State/local treasury staff Financial advisors	Insurance & pension funds Financial institutions Municipal finance groups
*Loan Management/Accounting*
LMS Loan Suite LMS Originator LMS Servicer The BANC Mall	Mortgage originators Commercial lenders Mortgage loan servicers Mortgage loan portfolio managers Real estate investment managers Bank/credit union loan officers	Commercial lenders Financial institutions Insurance & pension funds


Products and Services	Typical Users	Vertical Markets Served

Property Management
SKYLINE (family of products) SamTrak	Real estate investment managers Real estate leasing agents Real estate property managers Facility managers	Real estate leasing/property managers
Money Market Processing
Information Manager Money Market Manager	Financial institutions Custodians Security lenders Cash managers	Financial institutions
Training
Zoologic Learning Solutions	Financial institutions Asset managers Hedge fund managers Investment bankers	All verticals

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, stock brokers, 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.

CAMRA D Class. CAMRA D Class software is 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. Debt & Derivatives delivers real-time transaction processing to treasury and investment professionals, including traders, operations staff, accountants and auditors.

FundRunner. FundRunner is a hedge fund investor relationship management and fund profiling solution. FundRunner solutions provide a comprehensive investor relationship management and fund profiling infrastructure for managing sophisticated investors by consolidating and automating their communication needs. FundRunner solutions streamline client servicing and marketing for fund managers and integrates account management, correspondence tracking, marketing, reporting, fund and investor performance analysis and compliance.

FundRunner InvestorSite. FundRunner InvestorSite is a robust, easy-to-use Internet communications development and administration toolset for the investment management industry. FundRunner InvestorSite empowers investment managers to easily develop and maintain a secure, personalized web presence in order to give their clients valuable information.

FundRunner Marathon. FundRunner Marathon HF gives hedge fund managers every tool necessary for investor communication and reporting in a clear and simple package any user can easily adopt out of the box.

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 automates a number of processes, including trading, sales, funding, accounting, risk analysis and asset/liability management.

Pacer. Pacer is a portfolio management and accounting system designed to manage diversified global portfolios and meet the unique management and accounting needs of all business streams, from institutional and pension management, to separately managed accounts, private client portfolios, mutual funds and unit trusts.

Pages. Pages is a client communication system that generates unique individual client statements and slide presentations for print, electronic or face-to-face meetings. Pages helps enhance customer services by producing client statements that automatically assemble data from portfolio management, customer relationship management, performance measurement and other investment systems.

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 bond accounting and analytics.

Recon. Recon is a transaction, position and cash reconciliation system that streamlines reconciliation by identifying exceptions and providing effective workflow tools to resolve issues faster, thereby reducing operational risk. Recon automatically reconciles transactions, holdings and cash from multiple sources.

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.

Suite Front Office. A web-based service, Suite Front Office combines our core asset management product functionalities into an innovative, visually appealing, and easy-to-use interface. Suite provides an integrated suite with best-of-breed components — modeling, trading, portfolio accounting, client communications and other mission critical workflows — in an on-demand, ASP environment.

Sylvan. Sylvan is a performance measurement, attribution and composite management platform designed to streamline the calculation and reporting of performance measurement requirements of clients. It provides an enterprise-wide performance solution with data sourced from multiple accounting engines and is highly scaleable, supporting the high volumes of detailed analysis requirements of institutional investment managers.

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.

Software-Enabled 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 using our proprietary software products. SS&C Fund Services offers fund manager services, transfer agency services, funds 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;

	•	family offices;

	•	private wealth groups;

	•	investment managers;

	•	commodity pool operators;

	•	proprietary traders;

	•	private equity groups; and

	•	separate managed accounts.

SSCNet. SSCNet is a global trade network linking investment managers, broker-dealers, clearing agencies, custodians and interested parties. SSCNet’s real-time trade matching utility and delivery instruction database facilitate integration of front-, middle- and back-office functions, reducing operational risk and costs.

SVC. SVC is a single source for securities data that consolidates data from leading global sources to provide clients with the convenience of one customized data feed. SVC provides clients with seamless, timely and accurate data for pricing, corporate actions, dividends, interest payments, foreign exchange rates and security master for global financial instruments.

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 BPO 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.

Heatmaps. 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.

MarginMan. MarginMan delivers collateralized trading software to the foreign exchange (FX) marketplace. MarginMan supports collateralized FX trading, precious metals trading and over-the-counter FX options trading.

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, online access to complete client information and holdings.

TradeThru. TradeThru is a web-based treasury and derivatives operations service that supports multiple asset classes and provides multi-bank, multi-entity and multi-currency integration of front-, middle- and back-office trade functions for financial institutions. TradeThru is available as either a license, ASP or BPO solution. The system delivers 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 groups market.

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 and create high-level reports and charts.

DBC Product Suite. We provide analytical software and services to municipal finance groups. 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.

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 and is designed to generate iterative computer-simulated scenarios.

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.

Loan Management/Accounting

Our products that support loan administration 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 integrated loan portfolio processing.

LMS Originator. LMS Originator is a comprehensive commercial loan origination system, designed to bring efficiencies and controls to streamline the loan origination process. LMS Originator tracks the origination of a loan from the initial request through the initial funding. It enables clients to set production goals, measure production volumes against these goals and analyze the quality of loan requests being submitted by third parties. LMS Originator is integrated with LMS Servicer for seamless loan management processing throughout the life cycle of a loan.

LMS Servicer. LMS Servicer is a comprehensive commercial loan servicing system designed to support the servicing of a wide variety of product types and complex loan structures. LMS Servicer provides capabilities in implementing complex investor structures, efficient payment processing, escrow processing and analysis, commercial mortgage-backed securities (CMBS) servicing and reporting and portfolio analytics. LMS Servicer is integrated with LMS Originator for seamless loan management processing throughout the life cycle of a loan.

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, online 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.

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:


	•	commercial;

	•	residential;

	•	retail;

	•	retirement communities;

	•	universities; and

	•	hospitals.

SamTrak. SamTrak is a comprehensive facilities maintenance and work processing system designed to seamlessly integrate accounting functionality with building management.

Money Market Processing

Information Manager. Information Manager is a comprehensive web-enabled solution for financial institutions that delivers core business application functionality to internal and external clients’ desktops. Information Manager provides reporting, transaction entry, scheduling, entitlement and work flow management and interfaces to third-party applications. Information Manager supports back-office systems, including custody, trust accounting, security lending, cash management, collateral management and global clearing.

Money Market Manager. Money Market Manager (M3) is a web-enabled solution that is used by banks and broker-dealers for the money market issuance services. M3 provides the functionality required for issuing and

acting as a paying agent for money market debt instruments. M3 provides the reports needed for clients to manage their business, including deals, issues and payment accruals.

Training

Zoologic Learning Solutions. Zoologic Learning Solutions is a suite of learning solutions that provides in-depth, introductory and continuing education training at all levels, offering mix-and-match courses easily configured into curriculums that meet your needs. It includes instructor-led training, web-based courseware and program design.

Software and Service Delivery Options

Our delivery methods include software licenses with related maintenance agreements, software-enabled outsourcing alternatives (BPO and ASP) and blended solutions. All of our outsourcing solutions are built around and leverage our own proprietary software. Clients looking to outsource investment accounting operations, or needing a blended solution, work with SS&C Direct, SS&C Fund Services and FMC Outsourcing, which strive to price the delivery options to make them competitive with other offerings in the marketplace.

Software License and Related Maintenance Agreements. We license our software to clients through either perpetual or term licenses, both of which include annually renewable maintenance contracts. Maintenance contracts on our core enterprise software products, which typically incorporate annual pricing increases, provide us with a stable and recurring revenue base due to average revenue retention rates of over 90% in each of the last five years. We typically generate additional revenues as our existing clients expand usage of our products. For the year ended December 31, 2006, license and maintenance revenues represented approximately 11.2% and 26.9% of total revenues, respectively.

Software-Enabled Outsourcing. We provide a broad range of software-enabled outsourcing solutions for our clients, ranging from ASP services to full BPO services. By utilizing our proprietary software and avoiding the use of third-party products to provide our outsourcing solutions, we are able to greatly reduce potential operating risks, efficiently tailor our products and services to meet specific customer needs, significantly improve overall service levels and generate high overall operating margins and cash flow. Our outsourcing solutions are generally provided under two- to five-year non-cancelable contracts with required monthly payments. Pricing on our outsourcing services varies depending upon the complexity of the services being provided, the number of users, assets under management and transaction volume. Importantly, our outsourcing solutions allow us to leverage our proprietary software and existing infrastructure, thereby increasing our aggregate profits and cash flows. For the year ended December 31, 2006, revenues from outsourcing represented 52.4% of total revenues.


	•	*Application Service Provider.* We provide our clients with the ability to utilize our software and processing services remotely using web-based application services. Several of our product offerings are available via ASP only: Lightning, PortPro, TradeDesk 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.

	•	*Business Process Outsourcing.* We provide services under multiyear contracts that allow our customers to outsource back-office and support services and benefit from our proprietary software, specialized in-house accounting and technology resources and our state-of-the-art processing and operations facilities.

Blended Solutions. We provide certain customers with unique, blended solutions that are tailored to meet their specialized needs. We believe that this capability further differentiates us from many of our competitors that are unable to provide this level of service.

Professional Services

We offer a range of professional services to assist clients. Professional services consist of consulting and implementation services, including the initial installation of the system, conversion of historical data and ongoing training and support. Our in-house consulting teams work closely with the client to ensure the smooth transition and operation of our systems. Our consulting teams have a broad range of experience in the financial services industry

and include certified public accountants, chartered financial analysts, mathematicians and IT 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. For the year ended December 31, 2006, revenues from professional services represented 9.5% of total revenues.

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 online community for clients, where clients can find answers to product questions, exchange information, share best practices and comment on business issues. Approximately every two weeks, we distribute via the Internet our software and services ebriefings, which are industry-specific articles delivered to approximately 300,000 readers in our eight 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 and online 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, on a when and if available basis), to meet industry reporting obligations and other processing requirements.

Clients

We have over 4,000 clients globally in eight vertical markets in the financial services industry 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 multinational banks, retail banks and credit unions, hedge funds, funds of funds and family offices, institutional asset managers, insurance companies and pension funds, municipal finance groups, commercial lenders, real estate lenders and property managers. Our clients include many of the largest and most well-recognized firms in the financial services industry, which together manage over $7 trillion in assets worldwide. During the year ended December 31, 2006, our top 10 customers represented approximately 20% of revenues, with no single customer accounting for more than 4.6%.

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.

Our marketing personnel have extensive experience in high tech marketing to the financial services industry and 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;

	•	regular product-focused webinars;

	•	seminars and symposiums;


	•	trade shows and conferences; and

	•	emarketing campaigns.

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 ensure a high degree of product functionality and quality. Maintaining and improving the integrity, quality and functionality 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, 2006, 2005 and 2004 were $23.6 million, $21.3 million and $14.0 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: Blackrock, Bloomberg, Charles River, Classic Solutions/Tillinghast, DFA Capital Management, Eagle Investment Systems (subsidiary of Mellon Financial), Princeton Financial Systems (subsidiary of State Street Bank) and SunGard.

	•	Institutional Asset Managers: Advent Software, Bloomberg, Charles River, DST International, Eagle Investment Systems, Macgregor, SunGard, Statpro and Thomson Financial.

	•	Alternative Investment Managers: Advent Software, Bank of New York, BISYS Hedge Fund Services, Citco, EZ Castle, Globe Ops, Netage Solutions, PFPC, State Street Bank and Whittaker Garnier.

	•	Financial Institutions: Calypso, Murex, SunGard, Thomson Financial and TPG.

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

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

	•	Municipal Finance Groups: Ferrand Jordan and Prescient Software.

	•	Corporate Treasury: SunGard and Simcorp

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 “Risk Factors — 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.”

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, 2006, we had 901 full-time employees, consisting of:


	•	188 employees in research and development;

	•	446 employees in consulting and services;

	•	71 employees in sales and marketing;

	•	93 employees in client support; and

	•	103 employees in finance and administration.

As of December 31, 2006, 328 of our employees were in our international operations. No employee is covered by any collective bargaining agreement. We believe that 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.


Item 1A.	*Risk Factors*

You should carefully consider the following risk factors, in addition to other information included in this annual report on Form 10-K and the other reports we file with the Securities and Exchange Commission. If any of the following risks occur, our business, financial condition and operating results could be materially adversely affected.

Risks Relating to Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under our 113/4% senior subordinated notes due 2013.

We have incurred a significant amount of indebtedness. As of December 31, 2006, we had total indebtedness of $471.9 million and additional available borrowings of $72.0 million under our revolving credit facility. $205.0 million of our total indebtedness consisted of senior subordinated notes, $3.0 million consisted of secured indebtedness under our revolving credit facility and $263.9 million consisted of secured indebtedness under our term loan B facility.

Our substantial indebtedness could have important consequences. For example, it could:


	•	make it more difficult for us to satisfy our obligations with respect to our 113/4% senior subordinated notes due 2013, which we refer to as the notes;

	•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund acquisitions, working capital, capital expenditures, research and development efforts and other general corporate purposes;

	•	increase our vulnerability to and limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

	•	expose us to the risk of increased interest rates as borrowings under our senior credit facilities are subject to variable rates of interest;

	•	place us at a competitive disadvantage compared to our competitors that have less debt; and

	•	limit our ability to borrow additional funds.

In addition, the indenture governing the notes and the agreement governing our senior credit facilities contain financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our debts.

To service our indebtedness, we require a significant amount of cash. Our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our senior credit facilities in an amount sufficient to enable us to pay our indebtedness or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We cannot assure you that we will be able to refinance any of our indebtedness, including our senior credit facilities and the notes, on commercially reasonable terms or at all. If we cannot service our indebtedness, we may have to take actions such as selling assets, seeking additional equity or reducing or delaying capital expenditures, strategic acquisitions, investments and alliances. We cannot assure you that any such actions, if necessary, could be effected on commercially reasonable terms or at all.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial financial leverage.

We and our subsidiaries may be able to incur substantial additional indebtedness in the future because the terms of the indenture governing the notes and our senior credit facilities do not fully prohibit us or our subsidiaries from doing so. Subject to covenant compliance and certain conditions, our senior credit facilities permit additional borrowing, including borrowing up to $75.0 million under our revolving credit facility. If new debt is added to our and our subsidiaries’ current debt levels, the related risks that we and they now face could intensify.

Right to receive payments on the notes are junior to the borrowings under our senior credit facilities and all future secured or senior indebtedness. Further, the guarantees of the notes are junior to the guarantors’ secured and senior indebtedness and all future secured or senior indebtedness.

The notes and the guarantees thereof are subordinated obligations to substantially all of our existing and future debt, in particular our senior credit facilities, other than trade payables and any such debt that expressly provides that it ranks equally with, or is subordinated to, the notes or the guarantees. Any guarantee is subordinated in right of payment to all senior indebtedness of the relevant guarantor, including guarantees of our senior credit facilities. The notes and guarantees are also effectively subordinated to all of our and the guarantors’ secured debt to the extent of the assets securing such indebtedness. As of December 31, 2006, the notes were subordinated to $266.9 million of senior indebtedness and $72.0 million was available for borrowing as additional senior indebtedness under our revolving credit facility. We are permitted to borrow substantial additional indebtedness, including senior indebtedness, in the future under the terms of the indenture governing the notes.

In a bankruptcy, liquidation, reorganization or dissolution relating to us or the guarantors, our or the guarantors’ assets will be available to pay the notes and the guarantees only after all payments have been made on our or the guarantors’ senior indebtedness. After all payments have been made on such senior indebtedness, holders of the notes will participate with trade creditors and all other holders of senior subordinated indebtedness in the assets remaining. However, because the indenture governing the notes requires that amounts otherwise payable to holders of the notes in a bankruptcy or similar proceeding be paid to holders of senior indebtedness instead, holders of the notes may receive less, ratably, than holders of trade payables in any such proceeding. As a result, we cannot assure you that in any such event sufficient assets would remain to make any payments on the notes. In addition, all payments on the notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on senior debt.

Restrictive covenants in the indenture governing the notes and the agreement governing our senior credit facilities may restrict our ability to pursue our business strategies.

The indenture governing the notes and the agreement governing our senior credit facilities limit our ability, among other things, to:


	•	incur additional indebtedness;

	•	sell assets, including capital stock of restricted subsidiaries;

	•	agree to payment restrictions affecting our restricted subsidiaries;

	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our assets;

	•	enter into transactions with our affiliates;

	•	incur liens; and

	•	designate any of our subsidiaries as unrestricted subsidiaries.

In addition, our senior credit facilities include other and more restrictive covenants and, subject to certain exceptions, prohibit us from prepaying our other indebtedness while indebtedness under our senior credit facilities is outstanding. The agreement governing our senior credit facilities also requires us to maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control.

The restrictions contained in the indenture governing the notes and the agreement governing our senior credit facilities could limit our ability to plan for or react to market conditions, meet capital needs or make acquisitions or otherwise restrict our activities or business plans.

A breach of any of these restrictive covenants or our inability to comply with the required financial ratios could result in a default under the agreement governing our senior credit facilities. If a default occurs, the lenders under our senior credit facilities may elect to:


	•	declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable; or

	•	prevent us from making payments on the notes,

either of which would result in an event of default under the notes. The lenders also have the right in these circumstances to terminate any commitments they have to provide further borrowings. If we are unable to repay outstanding borrowings when due, the lenders under our senior credit facilities also have the right to proceed against the collateral, including our available cash, granted to them to secure the indebtedness. If the indebtedness under our senior credit facilities and the notes were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness.

Federal and state statutes allow courts, under specific circumstances, to void guarantees and require note holders to return payments received from guarantors.

Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the indebtedness evidenced by its guarantee, received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee and:


	•	was insolvent or rendered insolvent by reason of such incurrence; or

	•	was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or

	•	intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

In addition, any payment by that guarantor pursuant to its guarantee could be voided and required to be returned to the guarantor, or to a fund for the benefit of the creditors of the guarantor.

The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:


	•	the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or

	•	if the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or

	•	it could not pay its debts as they become due.

Certain subsidiaries are not included as subsidiary guarantors.

The notes are, or will be, guaranteed on a senior subordinated basis by our existing and future U.S. subsidiaries that are obligors under any of our indebtedness, including our senior credit facilities, or any indebtedness of our subsidiary guarantors. Our non-guarantor subsidiaries generated approximately 34% of our 2006 revenues, and as of December 31, 2006, our non-guarantor subsidiaries held approximately 15% and 41% of our total assets and tangible assets, respectively. In addition, we have the ability to designate certain of our subsidiaries as unrestricted subsidiaries pursuant to the terms of the indenture, and any subsidiary so designated will not be a subsidiary guarantor of the notes.

Our non-guarantor subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the notes, or to make any funds available therefore, whether by dividends, loans, distributions or other payments. Any right that we or the subsidiary guarantors have to receive any

assets of any of the non-guarantor subsidiaries upon the liquidation or reorganization of those subsidiaries, and the consequent rights of holders of notes to realize proceeds from the sale of any of those subsidiaries’ assets, will be effectively subordinated to the claims of that subsidiary’s creditors, including trade creditors and holders of debt of that subsidiary.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our senior credit facilities will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a “Change of Control” under the indenture governing the notes.

Risks Relating to Our Business

Our business is greatly affected by changes in the state of the general economy and the financial markets, and a slowdown or downturn in the general economy or the financial markets could adversely affect our results of operations.

Our clients include a range of organizations in the financial services industry whose success is intrinsically linked to the health of the economy generally and of the financial markets specifically. As a result, we believe that fluctuations, disruptions, instability or downturns in the general economy and the financial markets could disproportionately affect demand for our products and services. For example, such fluctuations, disruptions, instability or downturns may cause our clients to do the following:


	•	cancel or reduce planned expenditures for our products and services;

	•	seek to lower their costs by renegotiating their contracts with us;

	•	move their IT solutions in-house;

	•	switch to lower-priced solutions provided by our competitors; or

	•	exit the industry.

If such conditions occur and persist, our business and financial results, including our liquidity and our ability to fulfill our obligations to the holders of the notes and our other lenders, could be materially adversely affected.

Further or accelerated consolidations in the financial services industry could adversely affect our business, financial condition and results of operations.

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. The resulting decline in demand for our products and services could have a material adverse effect on our business, financial condition and results of operations.

We expect that our operating results, including our profit margins and profitability, may fluctuate over time.

Historically, our revenues, profit margins and other operating results have fluctuated significantly from period to period and over time. Such fluctuations are due to a number of factors, including:


	•	the timing, size and nature of our 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 amount and timing of our operating costs and other expenses;

	•	the financial health of our clients;

	•	changes in the volume of assets under our clients’ management;

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

	•	changes in local, national and international regulatory requirements;

	•	changes in our personnel;

	•	implementation of our licensing contracts and outsourcing arrangements;

	•	changes in economic and financial market conditions; and

	•	changes in the mix in the types of products and services we provide.

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

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 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 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.

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. 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 or write off investments, infrastructure costs or other assets.

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 software and services industry may be more difficult to accomplish than in other industries. We may not realize the benefits we anticipate from 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. Such acquisitions may also place a significant strain on our management, administrative, operational, financial 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.

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 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 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 use certain third-party software in providing our products and services, such as industry standard databases and report writers. If we lost our licenses to use such software or if such licenses were found to infringe upon the rights of others, we would need to seek alternative means of obtaining the licensed software to continue to provide our products or services. Our inability to replace such software, or to replace such software 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 revenues, 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.

Our failure to continue to derive substantial revenues from the licensing of, or outsourcing solutions related to, our CAMRA, TradeThru, Pacer, AdvisorWare and Total Return software, and the provision of maintenance and professional services in support of such licensed software, could adversely affect our ability to sustain or grow our revenues and harm our business, financial condition and results of operations.

Our CAMRA, TradeThru, Pacer, AdvisorWare and Total Return products accounted for approximately 51% of our revenue for the year ended December 31, 2006. 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 may be unable to adapt to rapidly changing technology and evolving industry standards, and our inability to introduce new products and services could adversely affect our business, financial condition and results of operations.

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 keep pace with such changes and developments and to meet changing client needs. The process of developing our software

products is extremely complex and is expected to become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems and technologies. Our ability to keep up with technology and business changes is subject to a number of risks, including that:


	•	we may find it difficult or costly to update our services and software and to develop new products and services quickly enough to meet our clients’ needs;

	•	we may find it difficult or costly to make some features of our software work effectively and securely over the Internet or with new or changed operating systems;

	•	we may find it difficult or costly to update our software and services to keep pace with business, evolving industry standards, regulatory and other developments in the industries where our clients operate; and

	•	we may be exposed to liability for security breaches that allow unauthorized persons to gain access to confidential information stored on our computers or transmitted over our network.

Our failure to enhance our existing products and services and to develop and introduce new products and services to promptly address 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 or in liabilities 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 or in litigation and other claims for damages against us 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 of Directors. 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. Loss of the services of these employees could materially affect our operations. Competition for qualified technical personnel in the software industry is intense, and we have, at times, found it difficult to attract and retain skilled personnel for our operations.

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, 2006, 2005 and 2004, international revenues accounted for 40%, 37% and 22%, respectively, of our total revenues. We sell certain of our products, such as Altair, Mabel and Pacer, primarily outside the United States. 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;

	•	foreign regulatory compliance; 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.

Our application service provider systems may be subject to disruptions that could adversely affect our reputation and our business.

Our ASP systems maintain and process confidential data on behalf of our customers, some of which is critical to their business operations. For example, our trading systems maintain account and trading information for our customers and their clients. There is no guarantee that the systems and procedures that we maintain to protect against unauthorized access to such information are adequate to protect against all security breaches. If our ASP systems are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, our customers could experience data loss, financial loss, harm or reputation and significant business interruption. If that happens, we may be exposed to unexpected liability, our customers may leave, our reputation may be tarnished, and there could be a material adverse effect on our business and financial results.

We are controlled by The Carlyle Group, whose interests may not be aligned with yours.

The Carlyle Group and its affiliates own a substantial majority of the fully diluted equity of Sunshine Acquisition Corporation, and, therefore, have the power to control our affairs and policies. Carlyle and its affiliates also control, to a large degree, the election of directors, the appointment of management, the entering into mergers, sales of substantially all of our assets and other extraordinary transactions. The directors so elected will have authority, subject to the terms of our debt, to issue additional stock, implement stock repurchase programs, declare dividends and make other decisions. The interests of Carlyle and its affiliates could conflict with your interests. For example, if we encounter financial difficulties or are unable to pay our debts as they mature, the interests of Carlyle, as equity holders, might conflict with your interests as a note holder. Carlyle and its affiliates may also have an interest in pursuing acquisitions, divestitures, financings or other transactions that, in their judgment, could enhance

their equity investments, even though such transactions might involve risks to you as a note holder. Additionally, Carlyle and its affiliates are in the business of making investments in companies, and may from time to time in the future acquire interests in businesses that directly or indirectly compete with certain portions of our business or are suppliers or customers of ours.


Item 1B.	*Unresolved Staff Comments*

None.


Item 2.	*Properties*

We lease our corporate offices, which consist of 73,000 square feet of office space located in 80 Lamberton Road, Windsor, CT 06095. In 2006, we extended the lease term through October 2016. We utilize facilities and offices in eleven locations in the United States and have offices in Toronto, Canada; Montreal, Canada; London, England; Amsterdam, the Netherlands; Kuala Lumpur, Malaysia; Tokyo, Japan; Curacao, the Netherlands Antilles; Dublin, Ireland; and Sydney, Australia.


Item 3.	*Legal Proceedings*

In connection with the definitive merger agreement that we signed on July 28, 2005 to be acquired by a corporation affiliated with The Carlyle Group, two purported class action lawsuits were filed against us, each of our directors and, with respect to the first matter described below, Sunshine Acquisition Corporation, in the Court of Chancery of the State of Delaware, in and for New Castle County.

The first lawsuit is Paulena Partners, LLC v. SS&C Technologies, Inc., et al., C.A. No. 1525-N (filed July 28, 2005). The complaint purports to state claims for breach of fiduciary duty against all of our directors at the time of filing of the lawsuit. The complaint alleges, among other things, that (1) the merger will benefit our management at the expense of our public stockholders, (2) the merger consideration to be paid to stockholders is inadequate and does not represent the best price available in the marketplace for us and (3) the directors breached their fiduciary duties to our stockholders in negotiating and approving the merger. The complaint seeks, among other relief, class certification of the lawsuit, an injunction preventing the consummation of the merger (or rescinding the merger if it is completed prior to the receipt of such relief), compensatory and/or rescissory damages to the class and attorneys’ fees and expenses, along with such other relief as the court might find just and proper.

The second lawsuit is Stephen Landen v. SS&C Technologies, Inc., et al., C.A. No. 1541-N (filed August 3, 2005). The complaint purports to state claims for breach of fiduciary duty against all of our directors at the time of filing of the lawsuit. The complaint alleges, among other things, that (1) the merger will benefit Mr. Stone and Carlyle at the expense of our public stockholders, (2) the merger consideration to be paid to stockholders is unfair and that the process by which the merger was approved was unfair and (3) the directors breached their fiduciary duties to our stockholders in negotiating and approving the merger. The complaint seeks, among other relief, class certification of the lawsuit, an injunction preventing the consummation of the merger (or rescinding the merger if it is completed prior to the receipt of such relief), compensatory and/or rescissory damages to the class and costs and disbursements of the lawsuit, including attorneys’ and experts’ fees, along with such other relief as the court might find just and proper.

The two lawsuits were consolidated by order dated August 31, 2005. On October 18, 2005, the parties to the consolidated lawsuit entered into a memorandum of understanding, pursuant to which we agreed to make certain additional disclosures to our stockholders in connection with their approval of the merger. The memorandum of understanding also contemplated that the parties would enter into a settlement agreement, which the parties executed on July 6, 2006. The settlement agreement was subject to customary conditions, including court approval following notice to the stockholders of SS&C. The court held a hearing on September 13, 2006, after which the court requested supplemental briefing as to the fairness, reasonableness and adequacy of the settlement. Parties submitted such supplemental briefing on September 27, 2006. On November 29, 2006, the court disapproved the proposed settlement. While the plaintiffs are pursuing the litigation, we believe that the claims are without merit and are defending them rigorously.


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

None.

PART II


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

Our outstanding common stock is privately held, and there is no established public trading market for our common stock. As of the date of this filing, there was one holder of record of our common stock.

On November 22, 2004, our board of directors declared an $0.08 cash dividend per share of common stock, which was paid in March 2005. On August 4, 2005, our board of directors declared an $0.08 cash dividend per share of common stock, which was paid in September 2005. See Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Liquidity and Capital Resources — The Transaction” and Note 6 of notes to our consolidated financial statements for a description of restrictions on our ability to pay dividends.


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.


			Combined				Predecessor
	Successor		(1)		Successor		Year Ended December 31,
	Year		Year		November		January 1
	Ended		Ended		23 through		through
	December 31,		December 31,		December 31,		November 22,
	2006(6)		2005(5)		2005		2005		2004(4)		2003(3)		2002(2)
	(In thousands)

Statement of Operations Data:
Revenues	$	205,469	$	161,634	$	17,665	$	143,969	$	95,888	$	65,531	$	62,434
Income from operations		43,869		9,239		5,463		3,776		29,413		18,378		11,142
Net income		1,075		1,543		831		712		19,010		11,796		7,305


	Successor				Predecessor
	2006(6)		2005(5)		2004(4)		2003(3)		2002(2)

Balance Sheet Data (at period end):
Total assets	$	1,152,521	$	1,176,371	$	185,663	$	82,585	$	75,480
Total long-term debt		471,929		488,581		—		—		—
Stockholders’ equity		563,132		577,133		156,094		61,588		57,270


(1)		Our combined results for the year ended December 31, 2005 represent the addition of the Predecessor period from January 1, 2005 through November 22, 2005 and the Successor period from November 23, 2005 through December 31, 2005. This combination does not comply with generally accepted accounting principles (GAAP) or with the rules for pro forma presentation, but is presented because we believe it provides the most meaningful comparison of our results.

(2)		On January 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.

(3)		On December 12, 2003, we acquired the assets and business of Amicorp Group’s fund services business.

(4)		On January 16, 2004, we acquired the assets and business of Investment Advisory Network, LLC. On February 17, 2004 we acquired the assets and business of NeoVision Hypersystems, Inc. On April 12, 2004, we acquired all the outstanding shares of OMR Systems Corporation and OMR Systems International, Ltd. See Notes 2 and 11 of notes to our consolidated financial statements.

(5)		On February 11, 2005, we acquired the assets and business of Achievement Technologies, Inc. On February 28, 2005, we acquired all the membership interests in EisnerFast LLC. On April 19, 2005, we acquired


		substantially all the outstanding stock of Financial Models Company Inc. On June 3, 2005, we acquired all the outstanding stock of Financial Interactive, Inc. On August 24, 2005, we acquired the assets and business of MarginMan. On October 31, 2005, we acquired all the outstanding stock of Open Information Systems, Inc. See Notes 2 and 11 of notes to our consolidated financial statements.

(6)		On March 3, 2006, we acquired all of the outstanding stock of Cogent Management Inc. On August 31, 2006, we acquired the assets and business of Zoologic, Inc. See Notes 2 and 11 of notes to our consolidated financial statements.


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

Overview

We are a leading provider of a broad range of highly specialized proprietary software and software-enabled outsourcing solutions for the financial services industry. Substantially all of our revenues are derived from our proprietary software, which facilitates and automates mission-critical processing for information management, analysis, trading, accounting, reporting and compliance.

We focus on increasing the portion of our revenues derived from our software-enabled outsourcing solutions and maintenance services because these provide us with contractually 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 software-enabled outsourcing services or that have a large base of maintenance clients. We believe that increasing the portion of our total revenues that are contractually recurring gives us the ability to better plan and manage our business and helps us to reduce the fluctuations in revenues and cash flows typically associated with software license revenues. Our outsourcing revenues increased from $30.9 million, or 32% of total revenues, in 2004 to $107.7 million, or 52% of total revenues, in 2006. Our maintenance revenues increased from $36.4 million in 2004 to $55.2 million in 2006. We expect our maintenance and outsourcing revenues to continue to increase as a percentage of our total revenues.

While increasing our contractually recurring revenues, we also focus on increasing our profitability and operating cash flow. Although operating expenses increased in terms of dollars due to our acquisitions, we reduced operating expenses as a percentage of total revenues from 34% in 2004 to 30% in both 2005 and 2006, excluding one-time costs of $36.9 million associated with the Transaction. These efforts contributed to a 49% increase in our operating income from 2004 to 2006. 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.

Strategic Acquisitions

In recent periods, we have consummated a number of strategic acquisitions through which we have generated revenue growth, expanded our customer base and added strategic assets to our business. The overall impact of these acquisitions on the operation of our business has been to increase our market presence both in the United States and abroad, expand the breadth of our proprietary software and software-enabled outsourcing service offerings and increase the number of customers to whom we provide our services. Our most significant strategic acquisitions in 2006, 2005 and 2004 include:


	•	Our March 3, 2006 purchase of Cogent Management Inc. (“Cogent”), a provider of hedge fund management services primarily to U.S.-based hedge funds. We purchased all of the outstanding capital stock of Cogent for $12.25 million, using a combination of $6.25 million of cash on hand and $6.0 million of additional borrowings under the revolving portion of our senior credit facility to fund the acquisition.

	•	Our October 31, 2005 purchase of Open Information Systems, Inc. (“OIS”), a provider of Internet-based solutions that address the functions that banks provide to the securities industry, such as issuing and paying agent, custody, security lending and collateral management. We purchased all of the outstanding capital stock of OIS for $24.0 million, using a combination of $16.0 million of cash on hand and $8.0 million of additional borrowings under our existing credit facility.


	•	Our April 19, 2005 purchase of FMC, a leading provider of comprehensive investment management systems that complement our product and service offerings to meet the front-, middle- and back- office needs of the investment management industry. This acquisition is our largest to date and provides us with significant opportunities to grow revenues while eliminating duplicative costs. We purchased substantially all of the outstanding stock of FMC for $159.0 million in cash.

	•	Our February 28, 2005 purchase of EisnerFast LLC (“EisnerFast”), which provides fund accounting and administration services to on- and off-shore hedge and private equity funds, funds of funds, and investment advisors. We purchased all of the membership interests in EisnerFast for $25.3 million in cash. EisnerFast has been renamed SS&C Fund Administration Services LLC.

	•	Our April 12, 2004 purchase of OMR Systems Corporation and OMR Systems International, Ltd. (together “OMR”), which provides treasury processing software and outsourcing solutions to banks in Europe and the U.S. and offers comprehensive hedge fund administration. We purchased all of the outstanding capital stock of OMR for $19.7 million.

The Transaction

Although SS&C Technologies, Inc. continued as the same legal entity after the Transaction, the accompanying consolidated statements of operations, cash flows and stockholders’ equity are presented for two periods: Predecessor and Successor, which relate to the period preceding the Transaction and the period succeeding the Transaction, respectively. The Company refers to the operations of SS&C Technologies, Inc. and subsidiaries for both the Predecessor and Successor periods. We have prepared our discussion of the results of operations by comparing the mathematical combination of the Successor and Predecessor periods in the year ended December 31, 2005 to the years ended December 31, 2006 and 2004. Although this presentation does not comply with generally accepted accounting principles (GAAP), we believe that it provides a meaningful method of comparison. The combined operating results have not been prepared as pro forma results under applicable regulations and may not reflect the actual results we would have achieved absent the Transaction and may not be predictive of future results of operations.

Effect of the Transaction

As a result of the Transaction, our assets and liabilities, including customer relationships, completed technology and trade names, were adjusted to their fair market values as of the closing date. These adjusted valuations resulted in an increase in our cost of revenue and operating expenses due to the increase in expense related to amortization of intangible assets.

The value at which we carry our intangible assets and goodwill increased significantly. As set forth in greater detail in the table below, as a result of the application of purchase accounting, our intangible assets with definite lives were revalued from an aggregate of $80.7 million prior to the consummation of the Transaction to $272.1 million after the consummation of the Transaction, and were assigned new amortization periods.

The valuation assigned to our intangible assets at the date of the Transaction is as follows:


			Weighted
			Average
	Carrying		Amortization
	Value		Period
	(In millions)

Customer relationships	$	197.1		11.5 years
Completed technology	$	55.7		8.5 years
Trade names	$	17.2		13.9 years
Exchange relationships	$	1.4		10 years
Other	$	0.7		3 years

In addition, goodwill was also revalued from $175.5 million prior to the consummation of the Transaction to $809.5 million after the consummation of the Transaction and is subject to annual impairment testing.

Additionally, as discussed below in “— Liquidity and Capital Resources,” we incurred significant indebtedness in connection with the consummation of the Transaction, and our total indebtedness and related interest expenses will be significantly higher than prior to the Transaction.

Critical Accounting Estimates and Assumptions

Our significant accounting policies are summarized in Note 2 to our audited 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 or 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 generally occurs when the product is delivered to a common carrier F.O.B. shipping point, or if delivered electronically, when the customer has been provided with access codes that allow for immediate possession via a download. 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 or 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 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 (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS 142) we must test goodwill annually for impairment (and in interim periods if certain events occur indicating that the carrying value of goodwill or indefinite-lived intangible assets may be impaired) using reporting units identified for the purpose of assessing potential future impairments of goodwill.

We apply the provisions of SFAS 142 and SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, and 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 apply the provisions of SFAS 141, “Business Combinations”, and allocate the purchase price to the assets and liabilities 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, 2006, 2005 and 2004 were consistent with our estimated cash flows and we did not incur any impairment charges during those years, different estimates and assumptions in valuing acquired assets could yield materially different results.

Stock-based Compensation

As of the date of the Transaction, the Company adopted SFAS No. 123R (revised 2004), Share-Based Payment (“SFAS 123R”), using the modified prospective method, which requires companies to record stock compensation expense over the remaining service period for all unvested awards as of the adoption date. Accordingly, prior period amounts have not been restated. Using the fair value recognition provisions of SFAS 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the appropriate service period. Determining the fair value of stock-based awards requires considerable judgment, including estimating the expected term of stock options, expected volatility of our stock price, and the number of awards expected to be forfeited. In addition, for stock-based awards where vesting is dependent upon achieving certain operating performance goals, we estimate the likelihood of achieving the performance goals. Differences between actual results and these estimates could have a material effect on our financial results. A deferred income tax asset is recorded over the vesting period as stock compensation expense is recorded. The realizability of the deferred tax asset is ultimately based on the actual value of the stock-based award upon exercise. If the actual value is lower than the fair value determined on the date of grant, then there could be an income tax expense for the portion of the deferred tax asset that is not realizable.

Income Taxes

The carrying value of our 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.

Results of Operations for the Years Ended December 31, 2006, 2005 and 2004

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


					Successor		Predecessor
					Period from		Period from
	Successor		Combined		November 23,		January 1,
	Year Ended		Year Ended		2005 through		2005 through		Year Ended
	December 31,		December 31,		December 31,		November 22,		December 31,		Percent Change in
	2006 ,		2005 ,		2005 ,		2005 ,		2004 ,		2006			2005 ,

Revenues:
Software licenses	$	22,925	$	23,734	$	3,587	$	20,147	$	17,250		(3.4	)%		37.6	%
Maintenance		55,222		47,765		3,701		44,064		36,433		15.6			31.1
Professional services		19,582		15,085		2,520		12,565		11,320		29.8			33.3
Outsourcing		107,740		75,050		7,857		67,193		30,885		43.6			143.0

Total revenues	$	205,469	$	161,634	$	17,665	$	143,969	$	95,888		27.1			68.6

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,
	2006			2005			2004

Revenues:
Software licenses		11.2	%		14.7	%		18.0	%
Maintenance		26.9			29.6			38.0
Professional services		9.5			9.3			11.8
Outsourcing		52.4			46.4			32.2

Revenues

We derive our revenues from software licenses, related maintenance and professional services and software-enabled outsourcing 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.

Revenues were $205.5 million, $161.6 million and $95.9 million in 2006, 2005 and 2004, respectively. Revenue growth in 2006 of $43.8 million, or 27%, was primarily a result of our 2005 acquisitions of FMC, EisnerFast, Financial Interactive, Inc., MarginMan and OIS, which increased revenues by an aggregate of $24.5 million, reflecting a full twelve months of activity. Our 2006 acquisitions of Cogent and Zoologic added $5.1 million in the aggregate and revenues for businesses and products that we have owned for at least 12 months, or organic revenues, increased $17.1 million, or 10.5%, from 2005. Organic growth came from increased demand for our outsourcing services totaling $15.7 million and increases in sales of our maintenance and professional services of $3.2 million and $1.6 million, respectively. These increases were offset by a decrease of $3.4 million in license sales. Revenues for 2006 also include a reduction of $3.6 million related to the valuation of deferred revenue acquired in the Transaction, while 2005 revenues were reduced by $0.7 million. The increase in revenues from 2004 to 2005 of $65.7 million, or 69%, was primarily a result of our 2005 acquisitions, which added an aggregate of $53.5 million, our 2004 acquisition of OMR, which increased $6.4 million, reflecting a full twelve months of activity and organic revenue growth of $6.6 million, or 6.9%. Revenues for 2005 also include a reduction of $0.7 million related to the valuation of deferred revenue acquired in the Transaction.

Software Licenses

Software license revenues were $22.9 million, $23.7 million and $17.3 million in 2006, 2005 and 2004, respectively. The decrease in software license revenues from 2005 to 2006 of $0.8 million was due to a reduction of $1.5 million related to the valuation of deferred revenue acquired in the Transaction. Our acquisition of Zoologic in August 2006 added $0.7 million, while organic revenues were consistent with 2005. The increase in software license revenues from 2004 to 2005 of $6.4 million, or 38%, was due to our 2005 acquisitions, which contributed $4.3 million in the aggregate and organic revenue growth of $2.1 million, or 12.5%. 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 $55.2 million, $47.8 million and $36.4 million in 2006, 2005 and 2004, respectively. The increase in maintenance revenues from 2005 to 2006 of $7.5 million, or 16%, was primarily

due to our 2005 acquisitions, which increased revenues an aggregate of $5.9 million, reflecting a full twelve months of activity, organic growth of $3.2 million and our acquisition of Zoologic, which added $0.2 million. These increases in maintenance revenues were offset by a reduction of $2.8 million related to the valuation of deferred revenue acquired in the Transaction, and 2005 revenues were reduced by $1.0 million due to the valuation of acquired deferred revenues. The increase in maintenance revenues from 2004 to 2005 of $11.4 million, or 31%, was primarily attributable to our 2005 acquisitions, which added $9.3 million in the aggregate, our 2004 acquisition of OMR, which increased $1.5 million, reflecting a full twelve months of activity and organic revenue growth of $1.5 million, or 4.0%. These increases in maintenance revenues were offset by a reduction of $1.0 million related to the valuation of deferred revenue acquired in the Transaction. 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 $19.6 million, $15.1 million and $11.3 million in 2006, 2005 and 2004, respectively. The increase in professional services revenues from 2005 to 2006 of $4.5 million, or 30%, was primarily due to our 2005 acquisitions which increased revenues by an aggregate of $2.9 million, reflecting a full twelve months of activity and organic growth of $1.6 million. The increase in professional services revenues from 2004 to 2005 of $3.8 million, or 33%, was primarily attributable to our 2005 acquisitions, which added an aggregate of $5.0 million in revenues. Organic revenues decreased by $1.4 million, primarily the result of significant implementation projects from 2004 that were completed during the first quarter of 2005. Professional services revenues for 2005 also include an increase of $0.2 million related to the valuation of deferred revenue acquired in the Transaction. 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 $107.7 million, $75.1 million and $30.9 million in 2006, 2005 and 2004, respectively. The increase in outsourcing revenues from 2005 to 2006 of $32.7 million, or 44%, was primarily due to our 2005 acquisitions which increased revenues by an aggregate of $12.5 million, reflecting a full twelve months of activity, our 2006 acquisition of Cogent, which added $4.2 million and organic growth of $15.7 million, or 21%. Organic growth was driven by SS&C Fund Services and Pacer ASP services provided by SS&C Canada. Outsourcing revenues for 2006 include an increase of $0.4 million related to the valuation of deferred revenue acquired in the Transaction, while 2005 revenues were increased by $0.1 million. The increase in outsourcing revenues from 2004 to 2005 of $44.2 million, or 143%, was primarily attributable to our 2005 acquisitions, which added an aggregate of $34.9 million in revenues, our 2004 acquisition of OMR, which increased $3.8 million, reflecting a full twelve months of activity and organic revenue growth of $5.4 million, or 17.6%. Outsourcing revenues for 2005 also include an increase of $0.1 million related to the valuation of deferred revenue acquired in the Transaction. Future outsourcing revenue growth is dependent on our ability to add new outsourcing clients, retain existing clients and increase average outsourcing fees.

Cost of Revenues

The total cost of revenues was $100.0 million, $66.6 million and $33.8 million in 2006, 2005 and 2004, respectively. The gross margin decreased from 65% in 2004 to 59% in 2005 and to 51% in 2006. The increase in costs in 2006 was primarily due to our 2005 acquisitions which increased an aggregate of $10.7 million, reflecting a full twelve months of activity, our 2006 acquisitions of Cogent and Zoologic, which added $2.9 million, incremental amortization of $10.2 million related to the revaluation of intangible assets in connection with the Transaction and cost increases of $10.0 million to support our organic revenue growth. The increased costs included $9.0 million for personnel, infrastructure and other costs to support the growth in our outsourcing revenues and professional services revenues, respectively, and $1.0 million of stock-based compensation expense. The increase in cost of revenues in 2005 was primarily attributable to our 2005 acquisitions, which added an aggregate of $25.6 million in costs and $3.2 million of costs for OMR, reflecting a full twelve months of activity for this April 2004 acquisition. Additionally, personnel costs and other expenses increased $4.0 million to support our increased revenues.

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 $9.2 million, $3.8 million and $2.3 million in 2006, 2005 and 2004, respectively. The increase in cost from 2005 to 2006 was primarily attributable $3.9 million in additional amortization relating to the Transaction, reflecting a full twelve months, our 2005 acquisitions, which increased $0.8 million, reflecting a full twelve months, and our acquisition of Zoologic, which added $0.1 million in costs. Organically, costs increased $0.6 million, reflecting additional amortization under the percent of cash flows method. The increase in cost from 2004 to 2005 was primarily attributable to amortization of completed technology associated with our 2005 acquisitions, which added $0.8 million in costs, and $0.2 million of costs for OMR, reflecting a full twelve months of amortization for the completed technology acquired in April 2004. Additionally, costs increased $0.5 million reflecting the revaluation of intangibles acquired in the Transaction.

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 $20.4 million, $11.9 million and $8.5 million in 2006, 2005 and 2004, respectively. The increase in costs from 2005 to 2006 was primarily due to $7.0 million in additional amortization relating to the Transaction, our 2005 acquisitions, which increased costs by an aggregate of $1.4 million, reflecting a full twelve months of activity, and our 2006 acquisition of Zoologic, which added $0.3 million. These increases were offset by a $0.2 million decrease in organic costs. The increase in costs from 2004 to 2005 was primarily due to $2.7 million in additional costs associated with our 2005 acquisitions and additional costs of $0.7 million related to OMR, reflecting a full 12 months of activity. Additionally, reductions in personnel and other expenses of $0.7 million were fully offset by an increase in amortization expense related to the revaluation of intangible assets acquired in the Transaction.

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 $12.6 million, $8.7 million and $6.6 million in 2006, 2005 and 2004, respectively. The increase in costs from 2005 to 2006 was primarily due to our 2005 acquisitions, which increased an aggregate of $2.3 million, reflecting a full twelve months of activity, and an increase of $1.5 million to support organic revenue growth. The increase in costs from 2004 to 2005 was attributable to our 2005 acquisitions, which added $2.1 million in the aggregate, and increased costs of $0.5 million related to OMR, reflecting a full 12 months of activity, partially offset by a reduction of $0.5 million in personnel and other expenses.

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 $57.8 million, $42.2 million and $16.4 million in 2006, 2005 and 2004, respectively. The increase in costs from 2005 to 2006 was primarily due to our 2005 acquisitions, which increased costs an aggregate of $6.2 million, reflecting a full twelve months of activity, our 2006 acquisition of Cogent, which added $2.5 million, and an increase of $7.0 million in organic costs to support the growth in outsourcing revenues. Additionally, 2006 costs include $0.8 million related to stock-based compensation and a decrease of $0.8 million in amortization expense. The increase in costs from 2004 to 2005 was primarily due to $20.0 million of costs associated with our 2005 acquisitions and increased costs of $1.8 million related to OMR, reflecting a full 12 months of activity. Additionally, personnel and other expenses increased $3.8 million to support growth in organic revenues, and amortization expense increased $0.2 million due to the revaluation of intangible assets acquired in the Transaction.

Operating Expenses

Our total operating expenses were $61.6 million, $85.8 million and $32.7 million in 2006, 2005 and 2004, respectively, and represent 30%, 53% and 34%, respectively, of total revenues in those years. The decrease in total operating expenses from 2005 to 2006 was primarily due to one-time transaction costs of $36.9 million in 2005. Additionally, our 2005 acquisitions increased costs by an aggregate of $6.6 million, reflecting a full twelve months of activity, our 2006 acquisitions added $0.6 million and organic costs increased $5.5 million. The increase in organic costs was primarily due to $2.9 million in stock-based compensation, $1.8 million in capital-based taxes, $1.1 million in increased amortization expense due to the revaluation of intangible assets acquired in the Transaction and $1.0 million in post-Transaction management services provided by The Carlyle Group. These increases were offset by a decrease of $1.3 million in personnel and other expenses. The increase in total operating expenses from 2004 to 2005 was primarily due to transaction costs of $36.9 million related to the sale of the Company, the 2005 acquisitions, which added $14.1 million in expenses, and an increase of $1.1 million reflecting a full 12 months of activity for OMR. Additionally, bad debt expense increased $1.3 million, mainly due to a benefit of $0.4 million recorded in 2004, partially offset by a decrease in personnel and other costs of $0.3 million.

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 amortization of intangible assets, the cost of branch sales offices, trade shows and marketing and promotional materials. Selling and marketing expenses were $17.6 million, $14.5 million and $10.7 million in 2006, 2005 and 2004, respectively, representing 9%, 9% and 11%, respectively, of total revenues in those years. The increase in expenses from 2005 to 2006 was primarily due to our 2005 acquisitions, which increased costs by an aggregate of $1.8 million, reflecting a full twelve months of activity, our 2006 acquisitions, which added $0.4 million, a $1.0 million in increased amortization expense due to the revaluation of intangible assets acquired in the Transaction and stock-based compensation expense of $0.6 million. These increases were offset by a decrease of $0.7 million in personnel and other costs. The increase in expenses from 2004 to 2005 was due to the 2005 acquisitions, which added $4.2 million in costs, and an increase of $0.2 million, reflecting a full 12 months of activity for OMR. Additionally, a reduction in personnel and other costs of $0.7 million was partially offset by increased amortization of $0.1 million related to the revaluation of intangible assets acquired in the Transaction.

Research and Development

Research and development expenses consist primarily of personnel costs attributable to the enhancement of existing products and the development of new software products. Research and development expenses were $23.6 million, $21.3 million and $14.0 million in 2006, 2005 and 2004, respectively, representing 11%, 13% and 15%, respectively, of total revenues in those years. The increase in expenses from 2005 to 2006 was primarily due to our 2005 acquisitions, which increased costs by an aggregate of $3.4 million, reflecting a full twelve months of activity, our 2006 acquisitions, which added $0.2 million, and stock-based compensation expense of $0.4 million. These increases were offset by a decrease of $1.6 million in personnel and other costs. The increase in expenses from 2004 to 2005 was primarily attributable to our 2005 acquisitions, which added $6.7 million in costs, and increased expenses of $0.7 million, reflecting a full 12 months of activity for OMR, partially offset by a reduction in personnel costs of $0.1 million.

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 $20.4 million, $13.1 million and $8.0 million in 2006, 2005 and 2004, respectively, representing 10%, 8% and 8%, respectively, of total revenues in those years. The increase in expenses from 2005 to 2006 was primarily due to our 2005 acquisitions, which increased costs by an aggregate of $1.4 million, reflecting a full twelve months of activity, stock-based compensation expense of $1.8 million, capital-based taxes of $1.8 million and $1.0 million in post-Transaction management services provided by The Carlyle Group. Personnel and other costs increased an additional $1.3 million. The

increase in expenses from 2004 to 2005 was primarily attributable to our 2005 acquisitions, which added $3.2 million in costs, and increased expenses of $0.2 million, reflecting a full 12 months of activity for OMR. Additionally, bad debt expense increased $1.3 million, primarily due to a benefit of $0.4 million recorded in 2004, and personnel costs increased $0.4 million.

Merger Costs Related to the Sale of SS&C

In November 2005, Sunshine Acquisition Corporation, a corporation affiliated with The Carlyle Group, completed the acquisition of SS&C Technologies, Inc. In connection with the Transaction, we incurred $36.9 million in costs, including $31.7 million of compensation expense related to our settlement of outstanding stock options.

Interest Income, Interest Expense and Other Income, Net

We had interest expense of $47.4 million and interest income of $0.4 million in 2006. In 2005, we had interest expense of $7.0 million and interest income of $1.1 million. In 2004, we had no interest expense and interest income of $1.5 million. The increase in interest expense from 2005 to 2006 reflects a full twelve months of carrying the debt issued in connection with the Transaction. The interest expense in 2005 was due to the issuance of $205.0 million in senior subordinated notes and $285.0 million of borrowings in November 2005 in connection with the Transaction. Additionally, we used $84.0 million of cash on hand and incurred $75.0 million of debt to effect our acquisition of FMC in April 2005. Other income, net in 2006 primarily reflects income recorded under the equity method from a private investment. Included in other income, net in 2005 were net gains of $0.6 million resulting from the sale of marketable securities and net foreign currency translation gains of $0.2 million. Included in other income, net in 2004 was $0.1 million related to a favorable legal settlement.

Provision for Income Taxes

For the year ended December 31, 2006, we recorded a benefit of $3.8 million. This was partially due to a change in Canadian statutory tax rates enacted in June 2006, for which we recorded a benefit of approximately $1.2 million on our deferred tax assets, and foreign tax benefits of approximately $1.9 million. For the years ended December 31, 2005 and 2004, we had effective income tax rates of approximately 63% and 39%, respectively. The higher tax rate in 2005 was primarily due to merger costs related to the sale of SS&C, which were not deductible for tax purposes. We had $89.0 million of deferred tax liabilities and $19.1 million of deferred tax assets at December 31, 2006. In future years, we expect to have sufficient levels of profitability to realize the deferred tax assets at December 31, 2006.

Liquidity and Capital Resources

Our principal cash requirements are to finance the costs of our operations pending the billing and collection of client receivables, to fund payments with respect to our indebtedness, to invest in research and development and to acquire complementary businesses or assets. We expect our cash on hand, cash flows from operations and availability under the revolving credit portion of our senior credit facilities to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for at least the next twelve months.

Our cash, cash equivalents and marketable securities at December 31, 2006 were $11.7 million, which represents a decrease of $3.9 million from $15.6 million at December 31, 2005. The decrease was primarily due to net repayment of debt and cash paid for acquisitions and fixed assets, partially offset by cash provided by operations.

Net cash provided by operating activities was $30.7 million in 2006. Net cash provided by operating activities during 2006 was primarily due to net income of $1.1 million adjusted for non-cash items of $23.6 million, decreases of $7.8 million and $2.5 million in taxes receivable and accounts receivable, respectively, and an increase of $1.2 million in deferred revenue. These items were partially offset by an increase of $2.0 million in prepaid expenses and a decrease of $3.1 million in accrued expenses.

Net cash used in investing activities was $18.6 million in 2006, including $14.0 million for the acquisitions of Cogent and Zoologic and $4.2 million for capital expenditures. Additionally, we capitalized $0.4 million of development costs related to our FundRunner Marathon product that was released in December 2006.

Net cash used in financing activities was $16.4 million in 2006, primarily related to $17.1 million net repayments of debt. Additionally, we received $0.7 million from the sale of Sunshine Acquisition Corporation common stock.

As a result of the Transaction, we are highly leveraged and our debt service requirements are significant. At December 31, 2006, our total indebtedness was $471.9 million and we had $72.0 million available for borrowing under our revolving credit facility.

Contractual Obligations

The following table summarizes our contractual obligations as of December 31, 2006 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

Short-term and long-term debt	$	471,929	$	2,674	$	5,348	$	8,348	$	455,559
Interest payments(1)		283,943		46,749		86,744		85,834		64,616
Operating lease obligations(2)		48,758		8,098		13,964		11,955		14,741
Purchase obligations(3)		3,940		1,754		1,168		509		509

Total contractual obligations	$	808,570	$	59,275	$	107,224	$	106,646	$	535,425


(1)		Reflects interest payments on our term loan facility at an assumed interest rate of three-month LIBOR of 5.36% plus 2.0%, interest payments on our revolving credit facility at an assumed interest rate of one-month LIBOR of 5.35% plus 2.75% and required interest payment payments on our senior subordinated notes of 11.75%.

(2)		We are obligated under noncancelable operating leases for office space and office equipment. The lease for the corporate facility in Windsor, Connecticut was extended in 2006 and now expires in 2016. We sublease office space under noncancelable leases. We received rental income under these leases of $1.4 million, $352,000 and $456,000 for the years ended December 31, 2006, 2005 and 2004, respectively. The effect of the rental income to be received in the future has not been included in the table above.

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

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.

The Transaction

On November 23, 2005, in connection with the Transaction, we (i) entered into a new $350 million credit facility, consisting of a $200 million term loan facility with SS&C Technologies, Inc. as the borrower, a $75 million-equivalent term loan facility with a Canadian subsidiary as the borrower ($17 million of which is denominated in US dollars and $58 million of which is denominated in Canadian dollars) and a $75 million revolving credit facility and (ii) issued $205 million aggregate principal amount of senior subordinated notes.

Senior Credit Facilities

Our borrowings under our senior credit facilities bear interest at either a floating base rate or a Eurocurrency rate plus, in each case, an applicable margin. In addition, we pay a commitment fee in respect of unused revolving commitments at a rate that will be adjusted based on our leverage ratio. We are obligated to make quarterly principal payments on the term loan of $2.7 million per year. Subject to certain exceptions, thresholds and other limitations, we are required to prepay outstanding loans under our senior credit facilities with the net proceeds of certain asset dispositions and certain debt issuances and 50% of our excess cash flow (as defined in the agreements governing our senior credit facilities), which percentage will be reduced based on our reaching certain leverage ratio thresholds.

The obligations under our senior credit facilities are guaranteed by all of our existing and future wholly owned U.S. subsidiaries and by Sunshine Acquisition Corporation, which we also refer to as Holdings, with certain exceptions as set forth in our credit agreement. The obligations of the Canadian borrower are guaranteed by us, each of our U.S. and Canadian subsidiaries and Holdings, with certain exceptions as set forth in our credit agreement. Our obligations under our senior credit facilities are secured by a perfected first priority security interest in all of our capital stock and all of the capital stock or other equity interests held by us, Holdings and each of our existing and future U.S. subsidiary guarantors (subject to certain limitations for equity interests of foreign subsidiaries and other exceptions as set forth in our credit agreement) and all of our and Holdings’ tangible and intangible assets and the tangible and intangible assets of each of our existing and future U.S. subsidiary guarantors, with certain exceptions as set forth in our credit agreement. The Canadian borrower’s borrowings under our senior credit facilities and all guarantees thereof are secured by a perfected first priority security interest in all of our capital stock and all of the capital stock or other equity interests held by us, Holdings and each of our existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in our credit agreement, and all of our and Holdings’ tangible and intangible assets and the tangible and intangible assets of each of our existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in our credit agreement.

The senior credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, our (and most of our subsidiaries’) ability to incur additional indebtedness, pay dividends and distributions on capital stock, create liens on assets, enter into sale and lease-back transactions, repay subordinated indebtedness, make capital expenditures, engage in certain transactions with affiliates, dispose of assets and engage in mergers or acquisitions. In addition, under the senior credit facilities, we are required to satisfy and maintain a maximum total leverage ratio and a minimum interest coverage ratio. We were in compliance with all covenants at December 31, 2006.

In March 2007, we amended our credit agreement to reduce the margin on the U.S. Term Loan from 2.5% to 2.0%.

113/4% Senior Subordinated Notes due 2013

The 113/4% senior subordinated notes due 2013 are unsecured senior subordinated obligations that are subordinated in right of payment to all existing and future senior debt, including the senior credit facilities. The senior subordinated notes will be pari passu in right of payment to all future senior subordinated debt.

The senior subordinated notes are redeemable in whole or in part, at our option, at any time at varying redemption prices that generally include premiums, which are defined in the indenture. In addition, upon a change of control, we are required to make an offer to redeem all of the senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

The indenture governing the senior subordinated notes contains a number of covenants that restrict, subject to certain exceptions, our ability and the ability of our restricted subsidiaries to incur additional indebtedness, pay dividends, make certain investments, create liens, dispose of certain assets and engage in mergers or acquisitions.

Covenant Compliance

Under the senior credit facilities, we are required to satisfy and maintain specified financial ratios and other financial condition tests. As of December 31, 2006, we were in compliance with the financial and non-financial covenants. Our continued ability to meet these financial ratios and tests can be affected by events beyond our

control, and we cannot assure you that we will meet these ratios and tests. A breach of any of these covenants could result in a default under the senior credit facilities. Upon the occurrence of any event of default under the senior credit facilities, the lenders could elect to declare all amounts outstanding under the senior credit facilities to be immediately due and payable and terminate all commitments to extend further credit.

Consolidated earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP measure used to determine our compliance with certain covenants contained in the indenture governing the senior subordinated notes and in our senior credit facilities. Consolidated EBITDA is defined as EBITDA further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the indenture and our senior credit facilities. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with our financing covenants.

The breach of covenants in our senior credit facilities that are tied to ratios based on Consolidated EBITDA could result in a default under that agreement, in which case the lenders could elect to declare all amounts borrowed due and payable. Any such acceleration would also result in a default under our indenture. Additionally, under our debt agreements, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to ratios based on Consolidated EBITDA.

Consolidated EBITDA does not represent net income (loss) or cash flow from operations as those terms are defined by GAAP and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. While Consolidated EBITDA and similar measures are frequently used as measures of operations and the ability to meet debt service requirements, these terms are not necessarily comparable to other similarly titled captions of other companies due to the potential inconsistencies in the method of calculation. Consolidated EBITDA does not reflect the impact of earnings or charges resulting from matters that we may consider not to be indicative of our ongoing operations. In particular, the definition of Consolidated EBITDA in the senior credit facilities allows us to add back certain non-cash, extraordinary, unusual or non-recurring charges that are deducted in calculating net income (loss). However, these are expenses that may recur, vary greatly and are difficult to predict. Further, our debt instruments require that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.

The following is a reconciliation of net income, which is a GAAP measure of our operating results, to Consolidated EBITDA as defined in our senior credit facilities.


							Successor
							Period from			Predecessor
							November 23,			Period from
	Successor			Combined			2005			January 1
	Year Ended			Year Ended			through			through
	December 31,			December 31,			December 31,			November 22,
	2006			2005			2005			2005
	(In thousands)
Net income	$	1,075		$	1,543		$	831		$	712
Interest expense (income), net		47,039			5,951			4,890			1,061
Income taxes		(3,789	)		2,658			—			2,658
Depreciation and amortization		27,128			11,876			2,301			9,575

EBITDA		71,453			22,028			8,022			14,006
Purchase accounting adjustments(1)		3,017			616			616			—
Merger costs(2)		—			36,912			—			36,912
Unusual or non-recurring charges(3)		3,326			(894	)		(242	)		(652	)
Acquired EBITDA and cost savings(4)		1,147			16,962			201			16,761
Stock-based compensation		3,871			—			—			—
Other(5)		1,184			107			107			—

Consolidated EBITDA, as defined	$	83,998		$	75,731		$	8,704		$	67,027


(1)		Purchase accounting adjustments include the adjustment of deferred revenue and lease obligations to fair value at the date of the Transaction.

(2)		Merger costs include expenses for investment banking, legal and accounting services related to the Transaction.

(3)		Unusual or non-recurring charges include capital-based taxes reflected in general and administrative expenses, foreign currency gains and losses, gains and losses on the sales of marketable securities, proceeds from legal settlements, costs associated with the closing of a regional office and other one-time expenses.

(4)		Acquired EBITDA reflects the EBITDA impact of significant businesses that were acquired during the period as if the acquisition occurred at the beginning of the period.

(5)		Other includes management fees paid to The Carlyle Group and the non-cash portion of straight-line rent expense.

Our covenant restricting capital expenditures for year ended December 31, 2006 limited expenditures to $10 million. Actual capital expenditures for the period were $4.6 million. Our covenant requirements for total leverage ratio and minimum interest coverage ratio and the actual ratios for the year ended December 31, 2006 are as follows:


	Covenant			Actual
	Requirements			Ratios

Maximum consolidated total leverage to Consolidated EBITDA Ratio		7.50	x		5.48x
Minimum Consolidated EBITDA to consolidated net interest coverage ratio		1.40	x		1.88x

Recent Accounting Pronouncement

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes”, an interpretation of FAS 109, “Accounting for Income Taxes”, to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. We have adopted FIN 48 as of January 1, 2007 as required. We do not expect that the adoption of FIN 48 will have a significant impact on our financial position and results of operations.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This standard does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. We do not expect that the adoption of FAS 157 will have a significant impact on our financial position and results of operations.


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

We do not use derivative financial instruments for trading or speculative purposes. We have invested our available cash in short-term, highly liquid financial instruments, having initial maturities of three months or less. When necessary we have borrowed to fund acquisitions.

At December 31, 2006, we had total debt of $471.9 million, including $266.9 million of variable rate debt. We have entered into three interest rate swap agreements which fixed the interest rates for $200.6 million of our variable rate debt. Two of our swap agreements are denominated in U.S. dollars and have notional values of $100 million and $50 million, effectively fix our interest rates at 6.78% and 6.71%, respectively, and expire in December 2010 and December 2008, respectively. Our third swap agreement is denominated in Canadian dollars and has a notional value equivalent to approximately $50.6 million U.S. dollars. The Canadian swap effectively fixes our interest rate at 6.679% and expires in December 2008. During the period when all three of our swap agreements are effective, a 1% change in interest rates would result in a change in interest of approximately $0.7 million per year. Upon the expiration of the two interest rate swap agreements in December 2008 and the third interest rate swap agreement in

December 2010, a 1% change in interest rates would result in a change in interest of approximately $1.7 million and $2.7 million per year, respectively. See Note 6 of notes to our consolidated financial statements.

At December 31, 2006, $51.9 million of our debt was denominated in Canadian dollars. We expect that our foreign denominated debt will be serviced through our local operations.

During 2006, approximately 40% of our revenues was from customers located outside the United States. A portion of the revenues from customers located outside the United States is denominated in foreign currencies, the majority being the Canadian dollar. Revenues and expenses of our foreign operations are denominated in their respective local currencies. We continue to monitor our exposure to foreign exchange rates as a result of our foreign currency denominated debt, our acquisitions and changes in our operations.

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, which information follows the signature page to this annual report and is incorporated herein by reference.


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

None.


Item 9A.	*Controls and Procedures*

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2006. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of our disclosure controls and procedures as of December 31, 2006, our chief executive officer and chief financial officer concluded that, as of such date, our disclosure controls and procedures were effective at the reasonable assurance level.

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, 2006, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

This annual report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the Securities and Exchange Commission for newly public companies.


Item 9B.	*Other Information*

Effective as of October 31, 2006, in connection with the termination of his employment, Kevin Milne, our former Senior Vice President — International, entered into a Compromise Agreement with our subsidiary, SS&C

Technologies Limited. Under the terms of the agreement, Mr. Milne’s employment terminated on October 31, 2006 (the “Termination Date”). The agreement provides that, in addition to payment of Mr. Milne’s salary and benefits through the Termination Date, Mr. Milne will be paid, within seven days of the Termination Date, £50,000 in lieu of three months’ notice of termination, £215.58 in lieu of the benefits Mr. Milne would have received during the three-month notice period, £10,769.23 in respect of unused holiday accrued through the Termination Date and holiday accruing during the three-month notice period, and £15,384.15 as a severance payment. Under the agreement, Mr. Milne executed a release in favor of SS&C Technologies Limited and any subsidiary or holding company of SS&C Technologies Limited (collectively, the “Employer”), agreed to continue to satisfy his non-solicitation obligations under the Contract of Employment with the Employer, dated June 7, 2004, and agreed to satisfy certain confidentiality obligations. In addition, Mr. Milne and the Employer agreed not to disparage each other following the Termination Date.

The foregoing description of the Compromise Agreement is qualified in its entirety by reference to the actual Compromise Agreement, which is attached as Exhibit 10.19 to this Annual Report on Form 10-K and is incorporated herein by reference.

PART III


Item 10.	*Directors, Executive Officers and Corporate Governance*

The following table sets forth information concerning our executive officers and directors as of the date of this report.


Name	Age		Position

William C. Stone		51	Chairman of the Board and Chief Executive Officer
Normand A. Boulanger		45	President, Chief Operating Officer and Director
Patrick J. Pedonti		55	Senior Vice President and Chief Financial Officer
Stephen V.R. Whitman		60	Senior Vice President and General Counsel
William A. Etherington		65	Director
Allan M. Holt		54	Director
Todd R. Newnam		36	Director
Claudius (Bud) E. Watts IV		45	Director

Our executive officers and directors are briefly described below:

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 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. Mr. Boulanger was elected as one of our directors in February 2006.

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.

William A. Etherington was elected as one of our directors in May 2006. He currently serves as Chairman of the Board of the Canadian Imperial Bank of Commerce (CIBC). Mr. Etherington retired from IBM in September 2001 as Senior Vice President and Group Executive, Sales and Distribution. Mr. Etherington spent over 37 years with IBM and was a member of IBM’s Operations Committee and Worldwide Management Council. He also serves on the boards of directors of Celestica Inc. and MDS Inc.

Allan M. Holt was elected as one of our directors in February 2006. He currently serves as a Managing Director and Co-head of the U.S. Buyout group of The Carlyle Group, which he joined in 1991. He previously was head of Carlyle’s Global Aerospace, Defense, Technology and Business/Government Services group. Prior to joining Carlyle, Mr. Holt spent three and a half years with Avenir Group, Inc., an investment and advisory group. From 1984 to 1987, Mr. Holt was Director of Planning and Budgets at MCI Communications Corporation. He also serves on the Boards of Directors of Landmark Aviation, MedPointe, Inc., Standard Aero Holdings, Inc., The Neilsen Company and Vought Aircraft Industries, Inc.

Todd R. Newnam was elected as one of our directors in February 2006. He currently serves as a Managing Director of The Carlyle Group, which he joined in 2000. Prior to joining Carlyle in 2000, Mr. Newnam was a Vice President of the Defense, Aerospace, and Technical Services Group in the First Union Securities, Inc.’s M&A Group (formerly Bowles Hollowell Conner & Co.). He also serves on the board of directors of CPU Technology.

Claudius (Bud) E. Watts IV was elected as one of our directors in November 2005. He currently serves as a Managing Director and Head of the Technology Buyout Group of The Carlyle Group, which he joined in 2000. Prior to joining Carlyle in 2000, Mr. Watts was a Managing Director in the M&A group of First Union Securities, Inc. He joined First Union Securities when First Union acquired Bowles Hollowell Conner & Co., where Mr. Watts was a principal. He also serves on the boards of directors of CPU Technology, Firth Rixson, Ltd., Freescale Semiconductor and Open Solutions Inc.

Committees of our Board of Directors

Our board of directors directs the management of our business and affairs, as provided by Delaware law, and conducts its business through meetings of the board of directors and two standing committees: the audit committee, which is currently composed of Messrs. Etherington, Newnam and Watts, and the compensation committee, which is currently composed of Messrs. Etherington, Holt and Watts. In addition, from time to time, special committees may be established under the direction of the board of directors when necessary to address specific issues. We have no nominating committee or similar committee.

Our equity securities are not publicly traded. Each of the current members of our audit committee has been formally designated as an “audit committee financial expert” as that term is defined under the rules and regulations of the SEC. Our board of directors is comfortable with the present composition of the audit committee and believes that the members of the audit committee are fully qualified to address any issue that is likely to come before it, including the evaluation of our financial statements and supervision of our independent registered public accounting firm.

Code of Ethics

We have adopted a written code of ethics, referred to as the SS&C Code of Business Conduct and Ethics, which is applicable to all directors, officers and employees and includes provisions relating to accounting and financial matters. The SS&C Code of Business Conduct and Ethics is available on our website at www.ssctech.com. If we make any substantive amendments to, or grant any waivers from, the code of ethics for any director or officer, we will disclose the nature of such amendment or waiver on our website or in a current report on Form 8-K.


Item 11.	*Executive Compensation*

Compensation Discussion and Analysis

On November 23, 2005, we were acquired through a merger transaction with Sunshine Acquisition Corporation, a Delaware corporation formed by investment funds associated with The Carlyle Group. As discussed below, various aspects of executive officer compensation were negotiated and determined in connection with Sunshine’s acquisition of SS&C, which we refer to herein as the “Transaction.”

Our executive compensation program is overseen and administered by our compensation committee, which currently consists of Messrs. Etherington, Holt and Watts. Our compensation committee operates under a written charter adopted by our board of directors and discharges the responsibilities of the board relating to the compensation of our executive officers. Our chief executive officer typically presents salary, bonus and equity compensation recommendations to the compensation committee, which, in turn, considers the recommendations and has ultimate approval authority. As a technical matter, all equity compensation awarded to our executive officers is Sunshine equity and must be approved by Sunshine’s compensation committee. As a practical matter, the members of the compensation committees of Sunshine and SS&C are identical, and the meetings are generally held on a concurrent basis. For purposes of this compensation discussion and analysis, references to the compensation committee are to the compensation committee of SS&C, with the understanding that formal approval of equity compensation resides with the Sunshine compensation committee.

Objectives of Our Executive Compensation Program

The primary objectives of the compensation committee with respect to executive compensation are to:


	•	attract, retain and motivate the best possible executive talent;

	•	reward successful performance by the executive officers and the company; and

	•	align the interests of executive officers with those of Sunshine’s stockholders by providing long-term equity compensation.

To achieve these objectives, the compensation committee evaluates our executive compensation program with the goal of setting compensation at levels the committee believes are competitive with those of other companies in our industry and in our region that compete with us for executive talent. Our compensation program rewards our executive officers based on a number of factors, including the company’s operating results, the company’s performance against budget, individual performance, prior-period compensation and prospects for individual growth. Changes in compensation are generally incremental in nature without wide variations from year to year but with a general trend that has matched increasing compensation with the growth of our business. Our compensation committee relies heavily on the recommendations of our chief executive officer, and the factors that affect compensation are subjective in nature and not tied to peer group analyses, surveys of compensation consultants or other statistical criteria. The committee, in consultation with the chief executive officer, attempts to structure a compensation package based on years of experience in the industry and knowledge of what keeps people motivated and committed to the institution.

Components of our Executive Compensation Program

The primary elements of our executive compensation program are:


	•	base salary;

	•	discretionary annual cash bonuses;

	•	stock option awards;

	•	perquisites; and

	•	severance and change-of-control benefits.

We have no formal or informal policy or target for allocating compensation between long-term and short-term compensation, between cash and non-cash compensation or among the different forms of non-cash compensation. Instead, the compensation committee, in consultation with and upon the recommendation of our chief executive officer, determines subjectively what it believes to be the appropriate level and mix of the various compensation components. While we identify below particular compensation objectives that each element of executive compensation serves, we believe that each element of compensation, to a greater or lesser extent, serves each of the objectives of our executive compensation program.

Base Salary

Base salary is used to recognize the experience, skills, knowledge and responsibilities required of all our employees, including our executives. When establishing base salaries for 2006, the compensation committee, together with our chief executive officer, considered a variety of factors, including the seniority of the individual, the level of the individual’s responsibility, the ability to replace the individual, the individual’s tenure at the company, relative pay among the executive officers and the dollar amount that would be necessary to keep the executive in the Windsor, Connecticut area. Generally, we believe that executive base salaries should grow incrementally over time and that more of the “up side” of compensation should rest with cash bonuses and long-term equity incentive compensation. We believe that the base salaries of our executive officers are reasonable and competitive with other companies of similar size and in the same industry as SS&C. In the case of Mr. Stone, the minimum base salary is mandated by his employment agreement negotiated in connection with the Transaction and cannot be less than $500,000 per year. Kevin Milne, our former Senior Vice President — International whose employment with the company terminated as of October 31, 2006, was party to an employment agreement that provided for a base salary of £200,000 per year.

Base salaries are reviewed at least annually by our compensation committee, and are adjusted from time to time to realign salaries with market levels after taking into account company performance and individual responsibilities, performance and experience. In March 2007, the compensation committee, upon Mr. Stone’s recommendation, set the following base salaries for its executive officers in 2007: Mr. Stone, $600,000; Mr. Boulanger, $400,000; Mr. Pedonti, $225,000; and Mr. Whitman, $205,000.

Discretionary Annual Cash Bonus

As part of the annual budgeting process each year, we set aside a “bonus pool” for our employees, including our executive officers. The bonus pool may ultimately change in size from the budgeted pool depending on whether we meet, exceed or fail to meet our budgeted results. The discretionary annual cash bonuses are intended to compensate for the achievement of strategic, operational and financial performance of the company as a whole or of particular business units, as well as individual performance and growth potential. The annual cash bonuses are discretionary in nature and not tied to the achievement of specific results or pre-established financial metrics. The chief executive officer proposes executive bonus allocations to the compensation committee, which has ultimate approval authority. Mr. Stone is entitled to a minimum annual bonus of at least $450,000 pursuant to his employment agreement. Mr. Milne’s employment agreement provided him with an opportunity to earn an annual cash bonus of up to 50% of his annual base salary, based on certain metrics relating to Mr. Milne’s performance and SS&C’s financial performance and at the discretion of Mr. Stone. We awarded no bonus to Mr. Milne for his 2006 services because we provided him with a severance package, which is described more fully in Item 9B of this Annual Report on Form 10-K.

Stock Option Awards

In August 2006, the board of directors and stockholders of Sunshine adopted the 2006 Equity Incentive Plan, which provides for the grant of options to purchase shares of Sunshine common stock to employees, consultants and directors and provides for the sale of Sunshine common stock to employees, consultants and directors. A maximum of 1,314,567 shares of Sunshine common stock are reserved for issuance under the plan. Options may be incentive stock options that qualify under Section 422 of the Internal Revenue Code of 1986, or nonqualified options. Options granted under the plan may not be exercised more than ten years after the date of grant. Shares acquired by any

individuals will be subject to the terms and conditions of a stockholders agreement that governs the transferability of the shares.

During August 2006, we awarded our executive officers long-term incentive compensation in the form of option grants to purchase shares of Sunshine common stock. The Sunshine board of directors awarded the following types of options to its executive officers:


	•	40% of the options are “time-based” options that vest as to 25% of the number of shares underlying the option on November 23, 2006 and as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on November 23, 2009. The time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, as defined;

	•	40% of the options are “performance-based” options that vest based on the determination by the Sunshine board of directors or compensation committee as to whether our earnings before interest, taxes, depreciation and amortization, as adjusted (EBITDA), for each fiscal year 2006 through 2010 equals, exceeds or falls short by a certain percentage of the EBITDA target for such year. A certain percentage of performance-based options will vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by Mr. Stone and investment funds associated with The Carlyle Group, which we refer to collectively as our “principal stockholders”; and

	•	20% of the options are “superior” options that vest (in whole or in part) only upon a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by our principal stockholders.

The exercise price per share for the options awarded in August 2006 is $74.50, which is the split-adjusted value of the Sunshine common stock at the time of the consummation of the Transaction. As there is no trading market for Sunshine common stock, the Sunshine board of directors determined in good faith that the valuation of the consolidated Sunshine enterprise at the time of the Transaction continued to represent the fair market value of the common stock as of August 2006. The Sunshine board of directors determined the number of options to be awarded to the executive officers based on projected ownership percentages of Sunshine common stock that were disclosed in connection with the Transaction. At that time, we disclosed that Mr. Stone was entitled to options for 2% of the fully diluted Sunshine shares, per his employment agreement, and that we would award options representing an aggregate of 2.9% of the fully diluted shares to our other executive officers.

We believe that the combination of time-based, performance-based and superior options provides incentives to our executive officers not only to remain with the company but also to help grow the company and improve profitability. Although the 2006 EBITDA targets contained in the performance-based options were not met, and thus none of the performance-based options had vested as of December 31, 2006, we believe it is reasonably likely that future EBITDA targets will be met and that the performance-based options will vest in whole or in part in the future.

Perquisites

We offer a variety of benefit programs to all eligible employees, including our executive officers. Our executive officers generally are eligible for the same benefits on the same basis as the rest of our employees, including medical, dental and vision benefits, life insurance coverage and short- and long-term disability coverage. Our executive officers are also eligible to contribute to our 401(k) plan and receive matching company contributions under the plan. In addition, our executive officers are entitled to reimbursement for all reasonable travel and other expenses incurred during the performance of the executive officer’s duties in accordance with our expense reimbursement policy.

We limit the use of perquisites as a method of compensation and provide our executive officers with only those perquisites that we believe are reasonable and consistent with our overall compensation program to better enable us to attract and retain talented employees for key positions.

Severance and Change-of-Control Benefits

Pursuant to his employment agreement, Mr. Stone is entitled to specified benefits in the event of the termination of his employment under certain circumstances. Mr. Stone’s severance benefits were negotiated with representatives of The Carlyle Group in connection with the Transaction. In the fourth quarter of 2006, we negotiated a compromise agreement with Mr. Milne that provided Mr. Milne with certain severance benefits as part of his separation from the company. We provide more detailed information about the benefits to Messrs. Stone and Milne, along with estimates of their value under various circumstances, under the captions “Employment and Related Agreements” and “Potential Payments Upon Termination or Change of Control” below and in Item 9B of this Annual Report on Form 10-K.

As described above, the time-based options awarded to our executive officers vest in full immediately prior to the effective date of a liquidity event, and the performance-based and superior options vest in whole or in part if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by our principal stockholders. The option agreements, the terms of which were negotiated with representatives of The Carlyle Group, define a “liquidity event” as either

(a) the consummation of the sale, transfer, conveyance or other disposition in one or a series of related transactions, of the equity securities of Sunshine held, directly or indirectly, by all of our principal stockholders in exchange for currency, such that immediately following such transaction (or series of related transactions), the total number of all equity securities held, directly or indirectly, by all of the principal stockholders and any affiliates is, in the aggregate, less than 50% of the total number of equity securities (as adjusted) held, directly or indirectly, by all of the principal stockholders as of November 23, 2005; or

(b) the consummation of the sale, lease, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Sunshine to any person other than to any of the principal stockholders or their affiliates.

In addition, under the terms of the 2006 Equity Incentive Plan, either the Sunshine board or Sunshine compensation committee can accelerate in whole or in part the vesting periods for outstanding options. Please see “Potential Payments Upon Termination or Change of Control” below for estimates of the value our executive officers would receive in the event of a liquidity event.

Accounting and Tax Implications

The accounting and tax treatment of particular forms of compensation do not materially affect our compensation decisions. However, we evaluate the effect of such accounting and tax treatment on an ongoing basis and will make appropriate modifications to compensation policies where appropriate.

Compensation Committee Report

The compensation committee has reviewed and discussed with management the Compensation Discussion and Analysis. Based upon this review and our discussions, the compensation committee recommended to SS&C’s board of directors that the Compensation Discussion and Analysis be included in this Annual Report on Form 10-K.

By the compensation committee of the board of directors

William A. Etherington

Allan M. Holt

Claudius (Bud) E. Watts IV

Compensation Committee Interlocks and Insider Participation

The compensation committee members whose names appear above were committee members since the inception of the compensation committee in 2006. No member of the compensation committee is or has been a

former or current officer or employee of SS&C or had any related person transaction involving SS&C. None of our executive officers served as a director or a member of a compensation committee (or other committee serving an equivalent function) of any other entity, one of whose executive officers served as a director or member of our compensation committee during the fiscal year ended December 31, 2006.

Summary Compensation Table

The following table contains information with respect to the compensation for the fiscal year ended December 31, 2006 of our chief executive officer (principal executive officer), chief financial officer (principal financial officer), two other executive officers and one former executive officer, who were the most highly compensated executive officers in 2006. We refer to these five executive officers as our named executive officers.


									All Other
Name and			Salary		Bonus		Option Awards		Compensation			Total
Principal Position	Year		($)		($)		($)(1)		($)			($)

William C. Stone Chief Executive Officer		2006	$	500,000	$	895,000	$	597,582	$	3,224	(2)	$	1,995,806
Normand A. Boulanger Chief Operating Officer		2006		350,000		440,000		448,188		3,264	(3)		1,241,452
Patrick J. Pedonti Chief Financial Officer		2006		200,000		165,000		224,094		3,160	(4)		592,254
Stephen V.R. Whitman General Counsel		2006		190,000		100,000		119,515		3,264	(5)		412,779
Kevin Milne Senior Vice President — International(6)		2006		317,867		—		—		148,765	(7)		466,632


(1)		The amounts in this column reflect the dollar amounts recognized for financial statement reporting purposes for 2006 in accordance with Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment, or FAS 123R, for options to purchase shares of Sunshine common stock granted under Sunshine’s 2006 Equity Incentive Plan. The amounts disregard the estimate of forfeitures related to service-based vesting and are based on assumptions included in Note 10 of the notes to our consolidated financial statements for the fiscal year ended December 31, 2006 included in this Annual Report on Form 10-K.

(2)		Consists of our contribution of $3,000 to Mr. Stone’s account under the SS&C 401(k) savings plan and our payment of $224 of long-term disability premiums for the benefit of Mr. Stone.

(3)		Consists of our contribution of $3,000 to Mr. Boulanger’s account under the SS&C 401(k) savings plan and our payment of $264 of long-term disability premiums for the benefit of Mr. Boulanger.

(4)		Consists of our contribution of $3,000 to Mr. Pedonti’s account under the SS&C 401(k) savings plan and our payment of $160 of long-term disability premiums for the benefit of Mr. Pedonti.

(5)		Consists of our contribution of $3,000 to Mr. Whitman’s account under the SS&C 401(k) savings plan and our payment of $264 of long-term disability premiums for the benefit of Mr. Whitman.

(6)		Amounts based on the pound-dollar exchange rate as of October 31, 2006 of 1.9072.

(7)		Mr. Milne’s employment was terminated effective October 31, 2006. In connection with such termination, Mr. Milne received an aggregate of $148,765, consisting of $95,360 in lieu of three months’ notice of termination, $411 in lieu of benefits Mr. Milne would have received during the notice period, a severance payment of $29,341 and accrued vacation pay of $23,653.

2006 Grants of Plan-Based Awards

The following table contains information concerning grants of plan-based awards to our named executive officers during 2006.


						All Other
			Estimated Future			Option Awards:
			Payouts Under			Number of
			Equity Incentive			Securities			Exercise or Base		Grant Date Fair
			Plan Awards			Underlying			Price of Option		Value of Option
Name	Grant Date (1)		Target (#)			Options (#)			Awards ($/Sh)		Awards(5)

William C. Stone		8/9/06		—			70,993	(2)	$	74.50	$	31.08
		8/9/06		70,993	(3)		—			74.50		32.98
		8/9/06		35,496	(4)					74.50		21.23
Normand A. Boulanger		8/9/06		—			53,245	(2)		74.50		31.08
		8/9/06		53,245	(3)		—			74.50		32.98
		8/9/06		26,622	(4)		—			74.50		21.23
Patrick J. Pedonti		8/9/06		—			26,623	(2)		74.50		31.08
		8/9/06		26,622	(3)		—			74.50		32.98
		8/9/06		13,311	(4)		—			74.50		21.23
Stephen V.R. Whitman		8/9/06		—			14,199	(2)		74.50		31.08
		8/9/06		14,198	(3)		—			74.50		32.98
		8/9/06		7,099	(4)		—			74.50		21.23
Kevin Milne		8/9/06		—			8,874	(2)		74.50		31.08
		8/9/06		8,874	(3)		—			74.50		32.98
		8/9/06		4,437	(4)		—			74.50		21.23


(1)		Awarded under Sunshine’s 2006 Equity Incentive Plan.

(2)		This option is a time-based option that vests as to 25% of the number of shares underlying the option on November 23, 2006 and as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on November 23, 2009. The time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, as defined.

(3)		This option is a performance-based option that vests based on the determination by Sunshine’s board of directors or compensation committee as to whether our EBITDA for each fiscal year 2006 through 2010 equals, exceeds or falls short by a certain percentage of the EBITDA target for such year. A certain percentage of performance-based options will vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by our principal stockholders.

(4)		This option is a superior option that vests (in whole or in part) only upon a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by our principal stockholders.

(5)		Represents the grant date fair value of each option award computed in accordance with FAS 123R.

Employment and Related Agreements

Effective as of November 23, 2005, Sunshine entered into a definitive employment agreement with Mr. Stone. The terms of the agreement, which were negotiated between Mr. Stone and representatives of The Carlyle Group in connection with the Transaction, include the following:


	•	The employment of Mr. Stone as the chief executive officer of Sunshine and SS&C;

	•	An initial term through November 23, 2008, with automatic one-year renewals until terminated either by Mr. Stone or Sunshine;


	•	An annual base salary of at least $500,000;

	•	An opportunity to receive an annual bonus in an amount to be established by the board of directors of Sunshine based on achieving individual and company performance goals mutually determined by such board of directors and Mr. Stone. If Mr. Stone is employed at the end of any calendar year, his annual bonus will not be less than $450,000 for that year;

	•	A grant of options to purchase shares of common stock of Sunshine representing 2% of the outstanding common stock of Sunshine on November 23, 2005;

	•	Certain severance payments and benefits. If Sunshine terminates Mr. Stone’s employment without cause, if Mr. Stone resigns for good reason (including, under certain circumstances, within three months following a Change of Control (as defined in the employment agreement)) prior to the end of the term of the employment agreement, or if Mr. Stone receives a notice of non-renewal of the employment term by Sunshine, Mr. Stone will be entitled to receive (1) an amount equal to 200% of his base salary and 200% of his target annual bonus, (2) vesting acceleration with respect to 50% of his then unvested options and shares of restricted stock, and (3) three years of coverage under SS&C’s medical, dental and vision benefit plans. In the event of Mr. Stone’s death or a termination of Mr. Stone’s employment due to any disability that renders Mr. Stone unable to perform his duties under the agreement for six consecutive months, Mr. Stone or his representative or heirs, as applicable, will be entitled to receive (1) vesting acceleration with respect to 50% of his then unvested options and shares of restricted stock, and (2) a pro-rated amount of his target annual bonus. In the event payments to Mr. Stone under his employment agreement (or the management agreement entered into in connection with the Transaction) cause Mr. Stone to incur a 20% excise tax under Section 4999 of the Internal Revenue Code, Mr. Stone will be entitled to an additional payment sufficient to cover such excise tax and any taxes associated with such payments; and

	•	Certain restrictive covenants, including a non-competition covenant pursuant to which Mr. Stone will be prohibited from competing with SS&C and its affiliates during his employment and for a period equal to the later of (1) four years following the effective time of the merger, in the case of a termination by Sunshine for cause or a resignation by Mr. Stone without good reason, and (2) two years following Mr. Stone’s termination of employment for any reason.

Other than Mr. Stone, none of our current executive officers is party to an employment agreement. Kevin Milne, our former Senior Vice President — International, was party to an employment agreement that provided, among other things, for an annual base salary of £200,000 and the opportunity to earn an annual cash bonus of up to 50% of his annual base salary based on certain metrics relating to Mr. Milne’s performance and SS&C’s financial performance and at the discretion of Mr. Stone. In connection with the termination of his employment, Mr. Milne entered into a compromise agreement with our subsidiary, SS&C Technologies Limited, the terms of which are described in Item 9B of this Annual Report on Form 10-K.

For more information regarding our option awards, please see “Compensation Discussion and Analysis — Stock Option Awards.”

2006 Outstanding Equity Awards at Fiscal Year-End

The following table sets forth information concerning stock options held by each of our named executive officers as of December 31, 2006.


							Equity Incentive
	Number of			Number of			Plan Awards:
	Securities			Securities			Number of Securities
	Underlying			Underlying			Underlying
	Unexercised			Unexercised			Unexercised
	Options (#)			Options (#)			Unearned Options			Option Exercise		Option Expiration
Name	Exercisable			Unexercisable			(#)(3)			Price ($)		Date

William C. Stone		75,000	(1)		—			—		$	7.334		2/17/2010
		75,000	(1)		—			—			6.60		5/31/2011
		150,000	(1)		—			—			15.986		4/8/2013
		19,720	(2)		51,273	(2)		—			74.50		8/9/2016
		—			—			70,993	(3)		74.50		8/9/2016
		—			—			35,496	(4)		74.50		8/9/2016
Normand A. Boulanger		25,000	(1)		—			—			35.70		10/18/2014
		37,500	(1)		—			—			14.962		2/6/2013
		14,790	(2)		38,455	(2)		—			74.50		8/9/2016
		—			—			53,245	(3)		74.50		8/9/2016
		—			—			26,622	(4)		74.50		8/9/2016
Patrick J. Pedonti		15,000	(1)		—			—			16.56		8/1/2012
		7,395	(2)		19,228	(2)		—			74.50		8/9/2016
		—			—			26,622	(3)		74.50		8/9/2016
		—			—			13,311	(4)		74.50		8/9/2016
Stephen V.R.Whitman		7,461	(1)		—			—			14.962		2/6/2013
		3,944	(2)		10,255	(2)		—			74.50		8/9/2016
		—			—			14,198	(3)		74.50		8/9/2016
		—			—			7,099	(4)		74.50		8/9/2016
Kevin Milne(5)		—			—			—			—		—


(1)		These options were granted under the 1998 Plan and are fully vested.

(2)		This option is a time-based option awarded under Sunshine’s 2006 Equity Incentive Plan that vests as to 25% of the number of shares underlying the option on November 23, 2006 and as to 1/36 of the number of shares underlying the option each month thereafter until fully vested on November 23, 2009. The time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, as defined.

(3)		This option is a performance-based option awarded under Sunshine’s 2006 Equity Incentive Plan that vests based on the determination by Sunshine’s board of directors or compensation committee as to whether our EBITDA for each fiscal year 2006 through 2010 equals, exceeds or falls short by a certain percentage of the EBITDA target for such year. A certain percentage of performance-based options will vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by our principal stockholders.

(4)		This option is a superior option awarded under Sunshine’s 2006 Equity Incentive Plan that vests (in whole or in part) only upon a liquidity event if proceeds from the liquidity event equal or exceed specified returns on investments in Sunshine made by our principal stockholders.

(5)		All options held by Mr. Milne were unvested at the date of his termination and forfeited at that time.

Potential Payments Upon Termination or Change-in-Control

William C. Stone

Effective as of November 23, 2005, Sunshine entered into a definitive employment agreement with Mr. Stone. The terms of the agreement are described in this Item 11 under the caption “Employment and Related Agreements” and incorporated herein by reference.

The table below reflects the amount of compensation payable to Mr. Stone in the event of termination of his employment or a liquidity event (as defined in Sunshine’s 2006 Equity Incentive Plan). The amounts shown assume that such termination was effective as of December 31, 2006, and thus include amounts earned through such time and are estimates of the amounts that would be paid out to him upon his termination. The actual amounts to be paid out, if any, can only be determined at the time of his separation from SS&C.


	Without
Payments to	Cause, For			For Cause or
William C. Stone	Good Reason			Without
Upon Termination	or Upon Notice			Good Reason
or Liquidity Event	of Non-Renewal			(1)		Liquidity Event(2)		Disability			Death

Base salary	$	1,000,000	(3)	$	—	$	—	$	—		$	—
Target annual bonus		900,000	(4)		—		—		450,000	(5)		450,000	(5)
Stock Options(6)		—	(7)		—		—		—	(7)		—	(7)
Health and welfare benefits		33,986	(8)		—		—		—			—
Tax gross up payment		2,363,761	(9)		—		—		—			—
Disability benefits		—			—		—					—
Life insurance proceeds		—			—		—		—			—
Total	$	4,297,747		$	—	$	—	$	450,000		$	450,000


(1)		In the event that Mr. Stone’s employment is terminated for cause or without good reason, he will be entitled to unpaid base salary through the date of the termination, payment of any annual bonus earned with respect to a completed fiscal year of SS&C that is unpaid as of the date of termination and any benefits due to him under any employee benefit plan, policy, program, arrangement or agreement.

(2)		Liquidity event is defined in Sunshine’s 2006 Equity Incentive Plan. Time-based options will become fully vested and exercisable immediately prior to the effective date of a liquidity event. Performance-based options will vest in whole or in part immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain target. The vesting of superior options will be determined based on the extent to which proceeds from a liquidity event equal or exceed a certain target. Because the exercise price of all of Mr. Stone’s unvested options is equal to the fair market value of such options as of December 31, 2006, Mr. Stone would not have recognized any value from the acceleration of vesting and exercise of such options.

(3)		Consists of 200% of 2006 base salary payable promptly upon termination.

(4)		Consists of 200% of 2006 target annual bonus payable promptly upon termination. The compensation committee did not set a formal 2006 target annual bonus for Mr. Stone. The figure used for the 2006 target annual bonus is $450,000, the minimum annual bonus specified for Mr. Stone in his employment agreement.

(5)		Consists of a cash payment equal to the amount of Mr. Stone’s target annual bonus for 2006, payable within 30 business days of termination. The compensation committee did not set a formal 2006 target annual bonus for Mr. Stone. The figure used for the 2006 target annual bonus is $450,000, the minimum annual bonus specified for Mr. Stone in his employment agreement.

(6)		Based upon an exercise price of $74.50 per share and a fair market price of $74.50 per share as of December 31, 2006.

(7)		Vesting acceleration with respect to unvested options to purchase an aggregate of 79,127 shares of Sunshine common stock, which is equal to 50% of all unvested options held by Mr. Stone on December 31, 2006. Because the exercise price of such options is equal to the fair market value of such options as of December 31, 2006, Mr. Stone would not have recognized any value from the acceleration of vesting and exercise of such options.

(8)		Represents three years of coverage under SS&C’s medical, dental and vision benefit plans.

(9)		In the event that the severance and other benefits provided for in Mr. Stone’s employment agreement or otherwise payable to him in connection with a change in control constitute “parachute payments” within the meaning of Section 280G of the Inernal Revenue Code of 1986 and will be subject to the excise tax imposed by Section 4999 of the Code, then Mr. Stone shall receive (a) a payment from Sunshine sufficient to pay such excise tax, and (b) an additional payment from Sunshine sufficient to pay the excise tax and federal and state income taxes arising from the payments made by Sunshine to Mr. Stone pursuant to this sentence.

In accordance with Mr. Stone’s employment agreement, none of the severance payments described above will be paid during the six-month period following his termination of employment unless Sunshine determines, in its good faith judgment, that paying such amounts at the time or times indicated above would not cause him to incur an additional tax under Section 409A of the Internal Revenue Code (in which case such amounts shall be paid at the time or times indicated above). If the payment of any amounts are delayed as a result of the previous sentence, on the first day following the end of the six-month period, Sunshine will pay Mr. Stone a lump-sum amount equal to the cumulative amounts that would have otherwise been previously paid to him under his employment agreement. Thereafter, payments will resume in accordance with the above table.

Kevin Milne

As of October 31, 2006, in connection with his termination of employment, Kevin Milne, our former Senior Vice President — International, entered into a compromise agreement with our subsidiary, SS&C Technologies Limited, providing for an aggregate severance payment to Mr. Milne of £65,600, consisting of £50,000 in lieu of three months’ notice of termination; £216 in lieu of benefits Mr. Milne would have received during the notice period and a severance payment of £15,384. In addition, Mr. Milne received £12,402 for accrued vacation time. The aggregate payments to Mr. Milne equaled approximately $148,765, based on the pound-dollar exchange rate as of October 31, 2006 of 1.9072. All unvested options held by Mr. Milne on October 31, 2006 were forfeited.

Other Named Executive Officers

Other than Mr. Stone, none of our current named executive officers has any arrangement that provides for severance payments. Sunshine’s 2006 Equity Incentive Plan provides for vesting of stock options in connection with a liquidity event. Time-based options become fully vested and exercisable immediately prior to the effective date of a liquidity event, a certain percentage of performance-based options vest immediately prior to the effective date of a liquidity event if proceeds from the liquidity event equal or exceed a certain target and superior options vest based on the extent to which proceeds from a liquidity event equal or exceed a certain target.

As of December 31, 2006, Messrs. Boulanger, Pedonti and Whitman held the following unvested stock options that would have become fully vested upon a liquidity event, assuming that certain targets with respect to proceeds from the liquidity event were met.


	Number of Shares Underlying		Value of Unvested
Name	Unvested Options (#)		Options ($)(1)

Normand A. Boulanger		118,692		—
Patrick J. Pedonti		59,346		—
Stephen V.R. Whitman		31,651		—


(1)		The value of unvested options was calculated by multiplying the number of shares underlying unvested options by $74.50, the fair market value of Sunshine’s common stock on December 31, 2006, and then deducting the aggregate exercise price for these options. Because the exercise price of such options is equal to the fair market value of such options as of December 31, 2006, Messrs. Boulanger, Pendonti and Whitman would not have recognized any value from the acceleration of vesting and exercise of such options.

2006 Director Compensation

None of our directors, except Mr. Etherington, receives compensation for serving as a director. All of the directors are reimbursed for reasonable out-of-pocket expenses associated with their service on the board. The following table contains for Mr. Etherington’s compensation received during the year ended December 31, 2006 for serving as a director.


	Fees Earned or
	Paid in Cash		Option Awards		Total
Name	($)(1)		($)(2)		($)

William Etherington	$	27,500	$	77,700	$	105,200


(1)		For his service as a director, Mr. Etherington is paid an annual retainer fee of $25,000 and $2,500 for each board meeting attended in person. Mr. Etherington was paid an aggregate of $27,500 for his service as a director in 2006.

(2)		Upon his election to the board of directors, Mr. Etherington was granted an option to purchase 2,500 shares of common stock of Sunshine at an exercise price per share of $74.50. Such option was 100% vested on the date of grant. This option, which was outstanding at December 31, 2006, had a calculated fair value of $31.08 per underlying share, representing a total grant date fair value of $77,700. The amount in this column reflects the dollar amount recognized for financial statement reporting purposes for the year ended December 31, 2006 in accordance with FAS 123R. A discussion of the assumptions used in calculating the amount in this column may be found in Note 10 to our audited consolidated financial statements for the year ended December 31, 2006 included in this Annual Report on Form 10-K.


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

All of the issued and outstanding common stock of SS&C Technologies, Inc is owned by our parent, Sunshine Acquisition Corporation.

The following table provides summary information regarding the beneficial ownership of our outstanding Sunshine Acquisition Corporation common stock as of December 31, 2006, for:


	•	Each person or group known to beneficially own more than 5% of the common stock;

	•	Each of the named executive officers in the Summary Compensation Table;

	•	Each of our directors; and

	•	All of our directors and executive officers as a group.

Beneficial ownership of shares is determined under the rules of the Securities and Exchange Commission and generally includes any shares over which a person exercises sole or shared voting or investment power. Except as indicated by footnote, and subject to applicable community property laws, each person identified in the table possesses sole voting and investment power with respect to all shares of common stock held by them. Shares of common stock subject to options currently exercisable or exercisable within 60 days of December 31, 2006 and not subject to repurchase as of that date are deemed outstanding for calculating the percentage of outstanding shares of the person holding these options, but are not deemed outstanding for calculating the percentage of any other person.

Except as otherwise indicated in the footnotes, each of the beneficial owners listed has, to our knowledge, sole voting and investment power with respect to the shares of the common stock.


	Shares Owned(1)
Name of Beneficial Owner	Number		Percentage

TCG Holdings, L.L.C.(2)		5,114,095		68.1	%
William A. Etherington(3)		2,500		*
Allan M. Holt(4)		—		—
Claudius (Bud) E. Watts IV(4)		—		—
Todd Newnam(4)		—		—
William C. Stone(5)		2,283,164		30.4	%
Normand A. Boulanger(6)		79,138		1.1	%
Patrick J. Pedonti(7)		23,321		*
Stephen V.R. Whitman(8)		11,899		*
Kevin Milne		—		—
All Directors and Executive Officers as a Group(9)		2,400,022		31.9	%


*		Less than 1%

(1)		Includes shares held in the beneficial owner’s name or jointly with others, or in the name of a bank, nominee or trustee for the beneficial owner’s account. Unless otherwise indicated in the footnotes to this table and subject to


		community property laws where applicable, we believe that each stockholder named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Beneficial ownership includes any shares as to which the individual has sole or shared voting power or investment power and also any shares which the individual has the right to acquire either currently or at any time within the 60-day period following December 31, 2006 through the exercise of any stock option or other right. The inclusion herein of such shares, however, does not constitute an admission that the named stockholder is a direct or indirect beneficial owner of such shares.

(2)		TC Group IV, L.P. is the sole general partner of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P., the record holders of 4,915,571 and 198,524 shares of common stock of Holdings, respectively. TC Group IV, L.L.C. is the sole general partner of TC Group IV, L.P. TC Group, L.L.C. is the sole managing member of TC Group IV, L.L.C. TCG Holdings, L.L.C. is the sole managing member of TC Group, L.L.C. Accordingly, TC Group IV, L.P., TC Group IV, L.L.C., TC Group, L.L.C. and TCG Holdings, L.L.C. each may be deemed owners of shares of common stock of Holdings owned of record by each of Carlyle Partners IV, L.P. and CP IV Coinvestment, L.P. William E. Conway, Jr., Daniel A. D’Aniello and David M. Rubenstein are managing members of TCG Holdings, L.L.C. and, in such capacity, may be deemed to share beneficial ownership of shares of common stock of Holdings beneficially owned by TCG Holdings, L.L.C. Such individuals expressly disclaim any such beneficial ownership. The principal address and principal offices of TCG Holdings, L.L.C. and certain affiliates is c/o The Carlyle Group, 1001 Pennsylvania Avenue, N.W., Suite 220 South, Washington, D.C. 20004-2505.

(3)		Includes 2,500 shares subject to outstanding stock options exercisable on December 31, 2006.

(4)		Messrs. Holt, Watts and Newnam, as employees of The Carlyle Group, do not directly or indirectly have or share voting or investment power or have or share the ability to influence voting or investment power over the shares shown as beneficially owned by TCG Holdings, L.L.C.

(5)		Consists of 322,185 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2006. The principal address of Mr. Stone is c/o SS&C Technologies, Inc., 80 Lamberton Road, Windsor, CT 06095.

(6)		Consists of 79,138 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2006.

(7)		Consists of 23,321 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2006.

(8)		Consists of 11,899 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2006.

(9)		Includes 439,043 shares subject to outstanding stock options exercisable on or within the 60-day period following December 31, 2006.

Equity Compensation Plan Information

The following table sets forth, as of December 31, 2006, the number of securities outstanding under Sunshine Acquisition Corporation’s equity compensation plans, the weighted-average exercise price of such securities and the number of securities available for grant under these plans:


					Number of Securities
	Number of Securities				Remaining Available
	to be Issued Upon		Weighted-Average		for Future Issuance
	Exercise of		Exercise Price of		Under Equity
Plan Category	Outstanding Options		Outstanding Options		Compensation Plans

Equity compensation plans approved by security holders		1,613,446	$	57.37		181,121
Equity compensation plans not approved by security holders		—		—		—
Total		1,613,446	$	57.37		181,121


Item 13.	*Security Certain Relationships and Related Transactions*

Transactions with Related Persons

Carlyle Management Agreement

TC Group L.L.C. (an affiliate of Carlyle), Mr. Stone and Sunshine Acquisition Corporation, entered into a management agreement on November 23, 2005, pursuant to which Sunshine Acquisition Corporation pays to TC Group L.L.C. an annual fee of $1.0 million for certain management services performed by it for Sunshine Acquisition Corporation and its subsidiaries and may reimburse TC Group L.L.C. for certain out-of pocket expenses incurred in connection with the performance of such services. In addition, under the management agreement, Sunshine Acquisition Corporation may pay to TC Group L.L.C. additional reasonable compensation for other services provided by TC Group L.L.C. to Sunshine Acquisition Corporation and its subsidiaries from time to time, including investment banking, financial advisory and other services. From January 1, 2006 through the quarter ended March 31, 2007, pursuant to the management agreement, Sunshine Acquisition Corporation paid to TC Group L.L.C. an aggregate amount of $1,250,000.

RLI Insurance Company

From January 1, 2006 through the quarter ended March 31, 2007, RLI Insurance Company paid an aggregate of $123,077 to us for maintenance of CAMRA and Finesse products. Michael J. Stone, President of RLI Insurance, is the brother of William C. Stone.

Other Transactions

John Stone, the brother of William C. Stone, is employed by SS&C as Vice President of Sales Management. From January 1, 2006 through the quarter ended March 31, 2007, John Stone was paid an aggregate of $226,501 as salary and commissions related to his employment at SS&C.

Review, Approval or Ratification of Transactions with Related Persons

We have not adopted any policies or procedures for the review, approval and ratification of related-person transactions because we are not a listed issuer whose related-person transactions would require such policies. As a Delaware corporation, we are subject to Section 144 of the Delaware General Corporation Law, which provides procedures for the approval of interested director transactions.

Director Independence

Our securities are not listed on a national securities exchange or in an inter-dealer quotation system. All of our board members other than Messrs. Stone and Boulanger are considered to be “independent” members of the board under applicable NASDAQ rules. Mr. Etherington is considered to be an “independent” member of the audit committee, and Messrs. Newnam and Watts are not, under applicable NASDAQ and SEC rules.


Item 14.	*Principal Accountant Fees and Services*

The following table summarizes the fees of PricewaterhouseCoopers LLP, our registered public accounting firm, billed to us for each of the last two fiscal years. For fiscal 2006, audit fees include an estimate of amounts not yet billed.


	Fiscal		Fiscal
Fee Category	2006		2005

Audit Fees(1)	$	593,942	$	587,470
Audit-Related Fees(2)		210,726		532,091
Tax Fees(3)		569,120		505,840
All Other Fees(4)		1,500		1,500

Total Fees	$	1,375,288	$	1,626,901


(1)		Audit fees consist of fees for the audit of our financial statements, the review of the interim financial statements included in our quarterly reports on Form 10-Q, and services related to our filing of Form S-4 such as the issuance of comfort letters and consents.


(2)		Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit and the review of our financial statements and which are not reported under “Audit Fees”. These services relate to accounting consultations in connection with acquisitions and the Transaction, procedures performed for SAS 70 reports, attest services that are not required by statute or regulation and consultations concerning internal controls, financial accounting and reporting standards. None of the audit-related fees billed in 2005 or 2006 related to services provided under the de minimis exception to the audit committee pre-approval requirements.

(3)		Tax fees consist of fees for tax compliance, tax advice and tax planning services. Tax compliance services, which relate to preparation of original and amended tax returns, claims for refunds and tax payment-planning services, accounted for $272,300 of the total tax fees billed in 2006 and $125,000 of the total tax fees billed in 2005. Tax advice and tax planning services relate to assistance with tax audits and appeals, tax advice related to acquisitions and requests for rulings or technical advice from taxing authorities. None of the tax fees billed in 2005 or 2006 related to services provided under the de minimis exception to the audit committee pre-approval requirements.

(4)		All other fees for Fiscal 2006 and Fiscal 2005 consist of the licensing of accounting and finance research technology owned by PricewaterhouseCoopers LLP. None of the all other fees billed in 2005 or 2006 were provided under the de minimis exception to the audit committee pre-approval requirements.

Audit Committee Pre-Approval Policies and Procedures

All the services described above were approved by our board of directors or audit committee in advance of the services being rendered. The audit committee is responsible for the appointment, compensation and oversight of the work performed by the independent registered public accounting firm. The audit committee must pre-approve all audit (including audit related) services and permitted non-audit services provided by the independent registered public accounting firm in accordance with the pre-approval policies and procedures established by the audit committee. The audit committee annually approves the scope and fee estimates for the quarterly reviews, year-end audit, statutory audits and tax work to be performed by the Company’s independent registered public accounting firm for the next fiscal year. With respect to other permitted services, management defines and presents specific projects and categories of service for which the advance approval of the audit committee is requested. The audit committee pre-approves specific engagements, projects and categories of services on a fiscal year basis, subject to individual project thresholds and annual thresholds. In assessing requests for services by the independent registered public accounting firm, the audit committee considers whether such services are consistent with the independent registered public accounting firm’s independence, whether the independent registered public accounting firm is likely to provide the most effective and efficient service based upon their familiarity with us, and whether the service could enhance our ability to manage or control risk or improve audit quality. At each audit committee meeting, the audit committee is advised of the aggregate fees for which the independent registered public accounting firm has been engaged for such engagements, projects and categories of services compared to the approved amounts.

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.

SS&C TECHNOLOGIES, INC.


	By:	/s/ William C. Stone

William C. Stone

Chairman of the Board and Chief Executive Officer

Date: April 2, 2007

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.


Signatures	Title	Date

/s/ William C. Stone William C. Stone	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)	April 2, 2007

/s/ Patrick J. Pedonti Patrick J. Pedonti	Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	April 2, 2007

/s/ Normand A. Boulanger Normand A. Boulanger	Director	April 2, 2007

/s/ William A. Etherington William A. Etherington	Director	April 2, 2007

/s/ Allan M. Holt Allan M. Holt	Director	April 2, 2007

/s/ Todd R. Newnam Todd R. Newnam	Director	April 2, 2007

/s/ Claudius E. Watts, IV Claudius E. Watts, IV	Director	April 2, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of SS&C Technologies, Inc.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of operations, cash flows and changes in stockholder’s equity present fairly, in all material respects, the financial position of SS&C Technologies, Inc. and its subsidiaries (Successor) at December 31, 2006 and 2005 and the results of their operations and their cash flows for the year ended December 31, 2006 and the period from November 23, 2005 through December 31, 2005 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 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.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for share-based compensation effective November 23, 2005.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut
March 30, 2007

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholder of SS&C Technologies, Inc.

In our opinion, the accompanying consolidated statements of operations, cash flows and changes in stockholders’ equity present fairly, in all material respects, the results of operations and cash flows of SS&C Technologies, Inc. and its subsidiaries (Predecessor) for the period from January 1, 2005 through November 22, 2005 and for the year 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 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.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut
March 31, 2006, except for
Note 12 as to which the date is
June 12, 2006

F-1

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS


	Successor
	December 31,			December 31,
	2006			2005
	(In thousands, except per share data)

ASSETS
Current assets:
Cash and cash equivalents	$	11,718		$	15,584
Accounts receivable, net of allowance for doubtful accounts of $1,670 and $2,092, respectively (Note 3)		31,695			32,862
Income taxes receivable		—			8,176
Prepaid expenses and other current assets		7,823			6,236

Total current assets		51,236			62,858

Property and equipment:
Leasehold improvements		2,850			2,422
Equipment, furniture, and fixtures		12,168			8,298

		15,018			10,720
Less accumulated depreciation		(4,999	)		(431	)

Net property and equipment		10,019			10,289

Goodwill		820,470			818,180
Intangible and other assets, net of accumulated amortization of $24,260 and $1,870, respectively		270,796			285,044

Total assets	$	1,152,521		$	1,176,371


LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Current portion of long-term debt (Note 6)	$	5,694		$	10,438
Accounts payable		2,305			2,367
Income taxes payable		191			—
Accrued employee compensation and benefits		8,961			9,048
Other accrued expenses		7,157			8,769
Interest payable		2,177			3,082
Deferred income taxes (Note 5)		384			1,305
Deferred maintenance and other revenue		25,679			20,566

Total current liabilities		52,548			55,575
Long-term debt, net of current portion (Note 6)		466,235			478,143
Other long-term liabilities		1,088			1,257
Deferred income taxes (Note 5)		69,518			84,263

Total liabilities		589,389			619,238

Commitments and contingencies
Stockholder’s equity (Notes 4 and 10):
Common stock, $0.01 par value, 1 share authorized; 1 share issued and outstanding		—			—
Additional paid-in capital		559,527			554,965
Accumulated other comprehensive income		1,699			1,337
Retained earnings		1,906			831

Total stockholder’s equity		563,132			557,133

Total liabilities and stockholder’s equity	$	1,152,521		$	1,176,371

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

F-2

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS


	Successor						Predecessor
				Period from			Period from
				November 23,			January 1,
				2005			2005
	Year Ended			through			through			Year Ended
	December 31,			December 31,			November 22,			December 31,
	2006			2005			2005			2004
	(In thousands)
Revenues:
Software licenses	$	22,925		$	3,587		$	20,147		$	17,250
Maintenance		55,222			3,701			44,064			36,433
Professional services		19,582			2,520			12,565			11,320
Outsourcing		107,740			7,857			67,193			30,885

Total revenues		205,469			17,665			143,969			95,888

Cost of revenues:
Software licenses		9,216			856			2,963			2,258
Maintenance		20,415			1,499			10,393			8,462
Professional services		12,575			861			7,849			6,606
Outsourcing		57,810			4,411			37,799			16,444

Total cost of revenues		100,016			7,627			59,004			33,770

Gross profit		105,453			10,038			84,965			62,118

Operating expenses:
Selling and marketing		17,598			1,364			13,134			10,734
Research and development		23,620			2,071			19,199			13,957
General and administrative		20,366			1,140			11,944			8,014
Merger costs related to the sale of SS&C		—			—			36,912			—

Total operating expenses		61,584			4,575			81,189			32,705

Operating income		43,869			5,463			3,776			29,413

Interest income		388			30			1,031			1,528
Interest expense		(47,427	)		(4,920	)		(2,092	)		—
Other income, net		456			258			655			99

(Loss) income before income taxes		(2,714	)		831			3,370			31,040
(Benefit) provision for income taxes (Note 5)		(3,789	)		—			2,658			12,030

Net income	$	1,075		$	831		$	712		$	19,010

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

F-3

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Successor						Predecessor
				Period from			Period from
				November 23,			January 1,
				2005			2005
	Year Ended			through			through			Year Ended
	December 31,			December 31,			November 22,			December 31,
	2006			2005			2005			2004
	(In thousands)
Cash flow from operating activities:
Net income	$	1,075		$	831		$	712		$	19,010

Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		27,128			2,301			9,575			4,593
Stock compensation expense		3,871			—			—			—
Foreign exchange gains on debt		(15	)		—			—			—
Amortization of loan origination costs		2,754			159			82			—
Equity earnings in long-term investment		(456	)		—			—			—
Net realized (gains) losses on equity investments		—			—			(641	)		26
Loss (gain) on sale or disposition of property and equipment		4			(15	)		15			(7	)
Deferred income taxes		(10,112	)		(1,107	)		(337	)		1,134
Provision for doubtful accounts		424			41			945			(378	)
Income tax benefit related to exercise of stock options		—			—			3,177			2,720
Changes in operating assets and liabilities, excluding effects from acquisitions:
Accounts receivable		2,509			(395	)		(5,442	)		1,664
Prepaid expenses and other assets		(2,044	)		(798	)		(1,287	)		271
Income taxes receivable		7,844			654			(8,286	)		—
Accounts payable		(114	)		(801	)		240			(340	)
Accrued expenses		(3,088	)		4,178			34,891			2,596
Income taxes payable		(247	)		(3	)		(619	)		521
Deferred maintenance and other revenue		1,176			(130	)		(909	)		(3,286	)

Net cash provided by operating activities		30,709			4,915			32,116			28,524

Cash flow from investing activities:
Additions to property and equipment		(4,223	)		(276	)		(2,488	)		(1,345	)
Proceeds from sale of property and equipment		1			15			3			7
Cash paid for business acquisitions, net of cash acquired (Note 11)		(13,979	)		—			(207,919	)		(23,541	)
Additions to capitalized software		(425	)		—			—			—
Acquisition of SS&C		—			(877,000	)		—			—
Purchase of long-term investment		—			—			(2,000	)		—
Purchases of marketable securities		—			—			(88,250	)		(165,556	)
Sales of marketable securities		—			—			190,159			101,215

Net cash used in investing activities		(18,626	)		(877,261	)		(110,495	)		(89,220	)

Cash flow from financing activities:
Cash received from other borrowings		17,400			—			83,000			—
Repayment of debt and acquired debt		(34,518	)		(2,345	)		(8,016	)		—
Issuance of common stock		—			—			930			74,795
Exercise of options		—			—			2,549			2,203
Purchase of common stock for treasury		—			—			(5,584	)		—
Transactions involving Sunshine Acquisition Corporation common stock		691			—			—			—
Cash received from borrowings for the Transaction		—			490,000			—			—
Investment by Sunshine Acquisition Corporation		—			381,000			—			—
Common stock dividends		—			—			(3,718	)		(2,924	)

Net cash (used in) provided by financing activities		(16,427	)		868,655			69,161			74,074

Effect of exchange rate changes on cash		478			26			(446	)		274

Net (decrease) increase in cash and cash equivalents		(3,866	)		(3,665	)		(9,664	)		13,652
Cash and cash equivalents, beginning of period		15,584			19,249			28,913			15,261

Cash and cash equivalents, end of period	$	11,718		$	15,584		$	19,249		$	28,913

Supplemental disclosure of cash flow information
Interest paid	$	45,094		$	2,702		$	1,872		$	9
Income tax refunds, net of payments	$	(635	)	$	—		$	—		$	—
Income taxes paid, net of refunds	$	—		$	407		$	7,441		$	7,713
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 consolidated financial statements.

F-4

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Year Ended December 31, 2004, the Periods January 1, 2005 through November 22, 2005 and November 23, 2005 through December 31, 2005 and the Year Ended December 31, 2006


	Common Stock									Accumulated
	Number				Additional					Other						Total
	of Issued				Paid-in		Retained			Comprehensive			Treasury			Stockholders’
	Shares		Amount		Capital		Earnings			Income			Stock			Equity
	(In thousands, except per share amounts)

*Predecessor*
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		—		—		—		(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
Exercise of options		390		4		2,545		—			—			—			2,549
Issuance of common stock		406		4		10,220		—			—			—			10,224
Issuance of warrants		—		—		691		—			—			—			691
Purchase of common stock		—		—		—		—			—			(5,584	)		(5,584	)
Cash dividends declared — $0.08 per share		—		—		—		(1,868	)		—			—			(1,868	)
Income tax benefit related to exercise of stock options		—		—		3,177		—			—			—			3,177
Net income		—		—		—		712			—			—			712
Foreign exchange translation adjustment		—		—		—		—			7,215			—			7,215
Change in unrealized gain on investments, net of tax		—		—		—		—			(654	)		—			(654	)

Balance, at November 22, 2005		32,072	$	321	$	201,665	$	21,873		$	7,701		$	(59,004	)	$	172,556

*Successor*
Investment by Sunshine Acquisition Corporation		1	$	—	$	554,965	$	—		$	—		$	—		$	554,965
Net income		—		—		—		831			—			—			831
Foreign exchange translation adjustment		—		—		—		—			1,232			—			1,232
Change in unrealized gain on interest rate swaps, net of tax		—		—		—		—			105			—			105

Balance, at December 31, 2005		1	$	—	$	554,965	$	831		$	1,337		$	—		$	557,133
Stock-based compensation expense		—		—		3,871		—			—			—			3,871
Net income		—		—		—		1,075			—			—			1,075
Foreign exchange translation adjustment		—		—		—		—			(273	)		—			(273	)
Change in unrealized gain on interest rate swaps, net of tax		—		—		—		—			635			—			635
Exercise of stock options and issuance of Sunshine Acquisition Corporation common stock, net		—		—		691		—			—			—			691

Balance, at December 31, 2006		1	$	—	$	559,527	$	1,906		$	1,699		$	—		$	563,132

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

F-5

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1.	Organization

SS&C Technologies, Inc. (“SS&C” or the “Company”) was acquired on November 23, 2005 through a merger transaction with Sunshine Acquisition Corporation (“Sunshine Acquisition Corporation” or “Holdings”), a Delaware corporation formed by investment funds associated with The Carlyle Group. The acquisition was accomplished through the merger of Sunshine Merger Corporation, a wholly-owned subsidiary of Sunshine Acquisition Corporation, into SS&C Technologies, Inc., with SS&C Technologies, Inc. being the surviving company and a wholly-owned subsidiary of Sunshine Acquisition Corporation (the “Transaction”). Although the Transaction occurred on November 23, 2005, the Company adopted an effective date of November 30, 2005 for accounting purposes. The activity for the period November 23, 2005 through November 30, 2005 was not material to either the successor or predecessor periods for 2005.

The Transaction was a non-taxable purchase and, as a result, the net assets of the Company were not stepped-up to fair value for U.S. tax purposes.

The Transaction was financed by a combination of borrowings under the Company’s senior credit facility, the issuance of senior subordinated notes due 2013 and the equity investment of The Carlyle Group and management. See Note 6 for a description of the Company’s indebtedness. Additionally, the Predecessor Company incurred costs of $36.9 million in the period January 1, 2005 through November 22, 2005 related to the Transaction. These costs consisted primarily of stock-based compensation expense (see Note 2) as well as legal and other advisory fees. Costs related to the financing facilities were capitalized (see Note 6).

The purchase price, including transaction costs that have been recorded as debt issuance costs or included in the overall purchase price, was approximately $1.05 billion. The sources and uses of funds in connection with the Transaction are summarized below (in thousands):


Sources

Senior credit facilities
Revolving credit facility	$	10,000
Term loan facility		275,000
Senior subordinated notes due 2013		205,000
Cash on hand		6,000
Equity contribution — cash		381,000
Equity contribution — non-cash		173,965

Total sources	$	1,050,965


Uses

Consideration paid to stockholders and optionholders	$	768,416
Repayment of existing debt and legal fees		75,153
Converted share and option consideration		173,965
Transaction costs		33,431

Total uses	$	1,050,965

F-6

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The non-cash equity contribution was a combination of shares and fully vested stock options of the Predecessor. The shares were converted into shares of Sunshine Acquisition Corporation. The fully vested stock options were converted into fully vested stock options of Sunshine Acquisition Corporation.

The total purchase price was allocated to the Company’s tangible and identifiable intangible assets and liabilities based on their estimated fair values on November 23, 2005, the closing date of the Transaction, as set forth below. The remainder of the purchase price was recorded as goodwill. The allocation of the purchase price was based upon a third-party valuation.

The final allocation of the purchase price is as follows (in thousands):


Assets acquired, net of cash received	$	235,088
Completed technology		55,700
Acquired client contracts and relationships		197,100
Trade names		17,200
Other intangible assets		2,070
Goodwill		806,587
Deferred income taxes		(79,817	)
Debt assumed		(75,000	)
Other liabilities assumed		(107,963	)

Total purchase price		1,050,965
Non-cash equity contribution		(173,965	)

Cash used in acquisition of SS&C	$	877,000

The fair value of intangible assets, including completed technology, trade names and customer relationships, was based on an independent appraisal and was determined using various methods of the income approach. Intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. Completed technology is amortized over estimated lives ranging from approximately six to nine years (weighted-average of 8.5 years). Acquired client contracts and relationships are amortized over estimated lives ranging from 11 to 13 years (weighted-average of 11.5 years). Trade names are amortized over estimated lives ranging from nine to 15 years (weighted-average of 13.9 years). Other intangible assets are amortized over estimated lives ranging from three to ten years (weighted-average of 7.7 years).

In connection with the purchase price allocation, the Company estimated the fair value of the maintenance and support obligation assumed by the Successor company in connection with the Transaction. The estimated fair value of the maintenance and support obligation was determined using a cost build-up approach. The cost build-up approach determines fair value by estimating the costs relating to fulfilling the obligation plus a normal profit margin.

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 and Canada. The Company also has operations in the U.K., the Netherlands, Malaysia, Ireland, Australia, the Netherlands Antilles and Japan. 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 eight vertical markets in the financial services industry:

1. Insurance and pension funds;

2. Institutional asset management;

F-7

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

3. Alternative asset management;

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

5. Commercial lending;

6. Real estate property management;

7. Municipal finance; and

8. Corporate treasury groups.


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. In the first quarter of 2005, we made a $2.0 million investment in a company. This unconsolidated investment is in a company over which we do not have control, but have the ability to exercise influence over operating and financial policies, and as a result is accounted for under the equity method of accounting. The carrying value of this investment is $2.5 million at December 31, 2006 and is included in intangible and other assets in the Consolidated Balance Sheets. The earnings from the investment are recorded on a pre-tax basis.

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, 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.

F-8

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 (on a when-and-if-available basis) 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.

Professional Services

The Company provides consulting and training services to its clients. Revenues for such services are 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. Revenues are 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

F-9

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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 Staff Accounting Bulletin (“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 revenues before services are performed. Certain contracts contain additional fees for increases in market value, pricing and trading activity. Revenues related to these additional fees are 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 Statement of Financial Accounting Standards (“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 $425,000 and $0 are included in the December 31, 2006 and 2005 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 was $0 for the year ended December 31, 2006 and the period November 23, 2005 through December 31, 2005, $52,000 for the period January 1, 2005 through November 22, 2005 and $57,000 for the year ended December 31, 2004.

Stock-based Compensation

Successor

The Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123(R) (revised 2004), “Share-Based Payment” (“SFAS 123R”), as of the date of the closing of the Transaction using the modified prospective method, which requires companies to record stock compensation expense for all unvested and new awards as of the adoption date. Accordingly, prior period amounts presented herein have not been restated. Under the fair value recognition provisions of SFAS 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the requisite service period.

Predecessor

Prior to the closing of the Transaction, the Company applied APB 25 in accounting for its stock plans. The Company followed the disclosure-only provisions of SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure”. Had compensation cost for the Company’s stock option plans and employee stock purchase plan been

F-10

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

determined consistent with SFAS 123, the Company’s net income would have been adjusted to the pro forma amounts indicated in the table below (in thousands):


	Predecessor
	Period From
	January 1
	through
	November 23,
	2005			2004

Net income, as reported	$	712		$	19,010
Add back: compensation expense recorded in period		31,700			—
Deduct: total stock-based employee compensation determined under fair value based method for all awards, net of related tax effects		(3,473	)		(1,293	)

Net income, pro forma	$	28,939		$	17,717

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.

Cash and Cash Equivalents

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.

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 year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004 was $4,635,000, $431,000, $3,286,000 and $2,192,000, 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

SFAS No. 142, “Goodwill and Other Intangible Assets”, 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, 2006 or 2005. There were no indefinite-lived intangible assets as of December 31, 2006 or 2005.

F-11

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes changes in goodwill (in thousands):


Balance at December 31, 2005	$	818,180
Adjustments related to the Transaction		(9,045	)
2006 acquisitions		11,891
Adjustments to previous acquisitions		(67	)
Effect of foreign currency translation		(489	)

Balance at December 31, 2006	$	820,470

The adjustments made to reduce deferred tax liabilities, increase deferred revenues and increase deferred financing costs related to the Transaction were made as final information became available for these items.

Completed technology and other identifiable intangible assets are amortized over lives ranging from three to 15 years based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. Amortization expense associated with completed technology and other amortizable intangible assets was $22,493,000, $1,870,000, $6,237,000 and $2,344,000 for the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, respectively.

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


2007	$	28,873
2008		28,786
2009		28,158
2010		27,145
2011		25,818

	$	138,780

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 and Canada.

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, 2006 and 2005, the Company had no significant concentrations of credit risk and the carrying value of these assets approximates fair value.

F-12

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

Derivative Instruments

The Company uses derivative instruments, consisting of interest rates swaps, to manage interest rate risk associated with the variable interest rate on its bank credit facility. The Company’s objective in managing interest rate risk is to manage volatility in the effective cost of debt. The Company accounts for its derivative instruments in accordance with Statement of Financial Accounting Standards No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“SFAS 133”), which requires that all derivative instruments be recorded at fair value.

In order for derivative instruments to qualify for hedge accounting in accordance with SFAS 133, the underlying hedged item must expose the Company to risks associated with market fluctuations and the financial instrument used as a hedge must reduce the Company’s exposure to market fluctuation throughout the hedge period. If these criteria are not met, a change in the market value of the financial instrument is recognized as a gain or loss and is recorded as a component of interest expense in the period of change. The Company excludes the change in the time value of money when assessing the effectiveness of the hedging relationship. All derivatives are evaluated quarterly.

Derivative instruments entered into by the Company qualify for hedge accounting and are designated as cash flow hedges. Cash flow hedges are hedges of forecasted transactions or the variability of cash flows to be received or paid related to a recognized asset or liability. For cash flow hedge transactions, changes in the fair value of the derivative instrument are reported in other comprehensive income. The gains and losses on cash flow hedge transactions reported in other comprehensive income are effectively reclassified to earnings in the periods in which earnings are affected by the variability of the cash flows of the hedged item.

Net interest paid or received pursuant to the derivative instruments is included as a component of interest expense in the period. Pending interest settlements earned on derivative instruments held at the end of a period are also included as a component of interest expense and in the accompanying consolidated balance sheet. See Note 6 for further disclosure related to the Company’s derivative instruments.

Comprehensive Income

SFAS 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.

F-13

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	Successor					Predecessor
				Period from		Period from
				November 23		January 1
				through		through
				December 31,		November 22,
	2006			2005		2005			2004

Net income	$	1,075		$	831	$	712		$	19,010
Foreign currency translation (losses) gains		(273	)		1,232		7,215			263
Unrealized gains on interest rate swaps		635			105		—			—
Unrealized gains (losses) on marketable securities		—			—		(654	)		289

Total comprehensive income	$	1,437		$	2,168	$	7,273		$	19,562

At December 31, 2006, the Company had a balance of $960,000 in foreign currency translation gains and a balance of $739,000 (net of taxes of $548,000) in unrealized gains on interest rate swaps.

Recent Accounting Pronouncement

In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. (“FIN”) 48, “Accounting for Uncertainty in Income Taxes”, an interpretation of FAS 109, “Accounting for Income Taxes”, to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosures and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Company will adopt FIN 48 as of January 1, 2007 as required. The Company does not expect that the adoption of FIN 48 will have a significant impact on its financial position and results of operations.

In September 2006, the FASB issued SFAS 157, “Fair Value Measurements” (“FAS 157”). FAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. This standard does not require any new fair value measurements. FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The Company does not expect that the adoption of FAS 157 will have a significant impact on its financial position and results of operations.

F-14

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


3.	Accounts Receivable

The following table represents the activity for the allowance for doubtful accounts during the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004 (in thousands):


	Successor						Predecessor
				Period from			Period from
				November 23			January 1
				through			through
				December 31,			November 22,
	2006			2005			2005			2004
Allowance for Doubtful Accounts:
Balance at beginning of period	$	2,092		$	2,057		$	766		$	1,449
Charge (benefit) to costs and expenses		424			41			945			(378	)
Write-offs, net of recoveries		(853	)		(6	)		(280	)		(305	)
Other adjustments		7			—			626			—

Balance at end of period	$	1,670		$	2,092		$	2,057		$	766

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.


4.	Stockholder’s Equity

At December 31, 2006 and 2005, 1,000 shares of common stock were authorized, issued and outstanding.


5.	Income Taxes

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


	Successor						Predecessor
				Period from			Period from
				November 23			January 1
	Year Ended			through			through		Year Ended
	December 31,			December 31,			November 22,		December 31,
	2006			2005			2005		2004
U.S.	$	(10,670	)	$	(159	)	$	1,650	$	30,634
Foreign		7,956			990			1,720		406

(Loss) income before taxes	$	(2,714	)	$	831		$	3,370	$	31,040

F-15

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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


	Successor						Predecessor
				Period from			Period from
				November 23			January 1
	Year Ended			through			through			Year Ended
	December 31,			December 31,			November 22,			December 31,
	2006			2005			2005			2004
Current:
Federal	$	1,168		$	334		$	(61	)	$	8,802
Foreign		3,556			467			2,002			227
State		75			90			371			2,020
Deferred:
Federal		(6,116	)		(575	)		234			497
Foreign		(2,776	)		(258	)		(92	)		—
State		304			(58	)		204			484

Total	$	(3,789	)	$	—		$	2,658		$	12,030

The effective tax rates were 140%, 0%, 78.9% and 38.8% for the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, respectively. The reconciliation between the effective tax rates and the expected tax expense is computed by applying the U.S. federal corporate income tax rate of 35% to income before income taxes as follows (in thousands):


	Successor						Predecessor
				Period from			Period from
				November 23			January 1
	Year Ended			through			through			Year Ended
	December 31,			December 31,			November 22,			December 31,
	2006			2005			2005			2004
Computed “expected” tax expense	$	(949	)	$	290		$	1,180		$	10,864
Increase in income taxes resulting from:
State income taxes (net of federal income tax benefit)		248			21			373			1,627
Tax-exempt interest income		—			—			(175	)		(267	)
Foreign operations		(1,905	)		(303	)		(390	)		61
Rate change impact on deferred tax assets		(1,228	)		—			—			(126	)
Deal costs (non-deductible)		—			—			1,516			—
Other		45			(8	)		154			(129	)

(Benefit) provision for income taxes	$	(3,789	)	$	—		$	2,658		$	12,030

The Company has recorded valuation allowances of $5,680,000 and $2,228,000 at December 31, 2006 and 2005 related to net operating loss carryforwards and tax credits in certain foreign jurisdictions.

F-16

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The components of deferred income taxes at December 31, 2006 and 2005 are as follows (in thousands):


	Successor
	2006					2005
	Deferred			Deferred		Deferred			Deferred
	Tax			Tax		Tax			Tax
	Assets			Liabilities		Assets			Liabilities

Purchased in-process research and development	$	1,635		$	—	$	2,244		$	—
Net operating loss carryforwards		8,730			—		4,815			—
Acquired technology		9,250			—		2,254			—
Accounts receivable		287			—		497			—
Tax credit carryforwards		2,356			—		2,101			—
Accrued expenses		921			—		633			—
Fixed assets		726			—		623			—
Deferred revenue		—			—		—			1,528
Intangible assets		—			88,879		—			94,391
Prepaid expenses		—			94		—			181
Capitalized software		4			—		—			15
Other		842			—		—			392

Total		24,751			88,973		13,167			96,507
Valuation allowance		(5,680	)		—		(2,228	)		—

Total	$	19,071		$	88,973	$	10,939		$	96,507

As of December 31, 2006, the Company has not accrued deferred income taxes on $5.6 million of unremitted earnings from Non-U.S. subsidiaries as such earnings are expected to be reinvested overseas and used to service Canadian debt.

At December 31, 2006, the Company had federal net operating loss carryforwards of $5.2 million that begin to expire in 2017.

At December 31, 2006, the Company had state net operating loss carryforwards in various states of $98.5 million that expire between 2008 and 2026.

As defined in Section 382 of the Internal Revenue Code, certain ownership changes limit the annual utilization of federal net operating losses and tax credit carryforwards. The Company does not believe that the Section 382 limitation from its previous ownership changes will result in the loss of any net operating loss or credit carryforwards.

As of December 31, 2006, the Company had foreign net operating loss carryforwards other than Japan of $3.6 million, which are available to offset foreign income on an infinite carryforward basis. Japan’s net operating loss carryforward of $0.4 million begins to expire in 2007.

At December 31, 2006, the Company had federal tax credit carryforwards of $0.4 million that begin to expire in 2011.

F-17

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


6.	Debt and Derivative Instruments

At December 31, 2006 and 2005, debt consisted of the following (in thousands):


	Successor
	2006			2005

Senior credit facility, revolving portion, weighted-average interest rate of 8.10% and 6.57%, respectively(A)	$	3,000		$	7,734
Senior credit facility, term loan portion, weighted-average interest rate of 7.73% and 6.90%, respectively(A)		263,929			275,833
113/4% Senior subordinated notes due 2013(B)		205,000			205,000
Other		—			14

		471,929			488,581
Short-term borrowings and current portion of long-term debt		(5,694	)		(10,438	)

Long-term debt	$	466,235		$	478,143

On November 23, 2005, in connection with the Transaction, the Company (i) entered into a new $350 million credit facility, consisting of a $200 million term loan facility with SS&C Technologies, Inc. as the borrower, a $75 million-equivalent term loan facility with a Canadian subsidiary as the borrower ($17 million of which is denominated in U.S. dollars and $58 million of which is denominated in Canadian dollars) and a $75 million revolving credit facility, of which $10 million was immediately drawn ($5 million of which is denominated in U.S. dollars and $5 million of which is denominated in Canadian dollars) and (ii) issued $205 million aggregate principal amount of senior subordinated notes. The portion of the term loan facility denominated in Canadian dollars was $51.9 million and $58.8 million, respectively, at December 31, 2006 and 2005. The portion of the revolving credit facility denominated in Canadian dollars was $0 and $4.7 million, respectively, at December 31, 2006 and 2005. The Company capitalized financing costs of approximately $17.2 million associated with these facilities. Costs of $8.5 million associated with the credit facility are being amortized over a period of seven years. Costs of $8.7 million associated with the senior subordinated notes are being amortized over a period of eight years. Costs of $2.8 million and $0.2 million were amortized to interest expense in the year ended December 31, 2006 and the period November 23, 2005 through December 31, 2005, respectively. The amount due under the revolving portion of the senior credit facility has been classified as a current liability based on the Company’s intent to repay the obligation in 2007.

(A) Senior Credit Facilities

Borrowings under the senior credit facilities bear interest at either a floating base rate or a Eurocurrency rate plus, in each case, an applicable margin. In addition, the Company pays a commitment fee in respect of unused revolving commitments at a rate that will be adjusted based on its leverage ratio. The initial commitment fee rate is 0.5% per annum. The Company is obligated to make quarterly principal payments on the term loan of approximately $2.7 million per year. Subject to certain exceptions, thresholds and other limitations, the Company is required to prepay outstanding loans under its senior credit facilities with the net proceeds of certain asset dispositions and certain debt issuances and 50% of its excess cash flow (as defined in the agreements governing the senior credit facilities), which percentage will be reduced based on the Company reaching certain leverage ratio thresholds.

The obligations under the senior credit facilities are guaranteed by all of the Company’s existing and future wholly owned U.S. subsidiaries and by Holdings, with certain exceptions as set forth in the credit agreement. The obligations of the Canadian borrower are guaranteed by the Company, each of its U.S. and Canadian subsidiaries and Sunshine Acquisition Corporation, with certain exceptions as set forth in the credit agreement. Obligations under the senior credit facilities are secured by a perfected first priority security interest in all of the Company’s

F-18

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

capital stock and all of the capital stock or other equity interests held by the Company, Holdings and each of the Company’s existing and future U.S. subsidiary guarantors (subject to certain limitations for equity interests of foreign subsidiaries and other exceptions as set forth in the credit agreement) and all of the Company’s and Holdings’ tangible and intangible assets and the tangible and intangible assets of each of the Company’s existing and future U.S. subsidiary guarantors, with certain exceptions as set forth in the credit agreement. The Canadian borrower’s borrowings under the senior credit facilities and all guarantees thereof are secured by a perfected first priority security interest in all of the Company’s capital stock and all of the capital stock or other equity interests held by the Company, Holdings and each of the Company’s existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement, and all of the Company’s and Holdings’ tangible and intangible assets and the tangible and intangible assets of each of the Company’s existing and future U.S. and Canadian subsidiary guarantors, with certain exceptions as set forth in the credit agreement.

The senior credit facilities contain a number of covenants that, among other things, restrict, subject to certain exceptions, the Company’s (and most of its subsidiaries’) ability to incur additional indebtedness, pay dividends and distributions on capital stock, create liens on assets, enter into sale and lease-back transactions, repay subordinated indebtedness, make capital expenditures, engage in certain transactions with affiliates, dispose of assets and engage in mergers or acquisitions. In addition, under the senior credit facilities, the Company is required to satisfy and maintain a maximum total leverage ratio and a minimum interest coverage ratio. As of December 31, 2006, the Company was in compliance with the financial and non-financial covenants.

The Company uses interest rate swap agreements to manage the floating rate portion of its debt portfolio. An interest rate swap is a contractual agreement to exchange payments based on underlying interest rates. In November 2005, the Company entered into three interest rate swap agreements which fixed the interest rates for $200.6 million of its variable rate debt. Two of the Company’s swap agreements are denominated in U.S. dollars and have notional values of $100 million and $50 million and expire in December 2010 and December 2008, respectively. Under these agreements, the Company is required to pay the counterparty a stream of fixed interest payments of 4.78% and 4.71%, respectively, and in turn, receive variable interest payments based on LIBOR (5.36% at December 31, 2006) from the counterparty. The Company’s third swap agreement is denominated in Canadian dollars and has a notional value equivalent to approximately $50.6 million U.S. dollars and expires in December 2008. Under this agreement, the Company is required to pay the counterparty fixed interest payments of 3.93% and in turn, receive variable interest payments based on the Canadian dollar Bankers’ Acceptances rate (4.34% at December 31, 2006) from the counterparty. The net receipt or payment from the interest rate swap agreements is recorded in interest expense. The interest rate swaps are designated and qualify as cash flow hedges under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities”, as amended. As such, the swaps are accounted for as assets and liabilities in the consolidated balance sheet at fair value. The fair value of derivatives was approximately $1.3 million and $0.1 million at December 31, 2006 and 2005, respectively, and was estimated based on past, present and expected future market conditions and represents their carrying values. For the year ended December 31, 2006 and the period November 23, 2005 through December 31, 2005, the Company recognized unrealized gains of $635,000 and $105,000, net of tax, in Other Comprehensive Income related to the change in fair value of the swaps. There is no income statement impact from changes in the fair value of the swap agreements as the hedges have been assessed with no ineffectiveness. The fair value of the swaps recorded in Other Comprehensive Income may be recognized in the statement of operations if certain terms of the senior credit facility change, if the loan is extinguished or if the swaps agreements are terminated prior to maturity. No amounts are expected to be recognized in the statement of operations during 2007.

(B) 113/4% Senior Subordinated Notes due 2013

The 113/4% senior subordinated notes due 2013 are unsecured senior subordinated obligations that are subordinated in right of payment to all existing and future senior debt, including the senior credit facilities. The senior subordinated notes will be pari passu in right of payment to all future senior subordinated debt.

F-19

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The senior subordinated notes are redeemable in whole or in part, at the Company’s option, at any time at varying redemption prices that generally include premiums, which are defined in the indenture. In addition, upon a change of control, the Company is required to make an offer to redeem all of the senior subordinated notes at a redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest.

The indenture governing the senior subordinated notes contains a number of covenants that restrict, subject to certain exceptions, the Company’s ability and the ability of its restricted subsidiaries to incur additional indebtedness, pay dividends, make certain investments, create liens, dispose of certain assets and engage in mergers or acquisitions. As of December 31, 2006, the Company was in compliance with the financial covenants.

The estimated fair value of the Company’s senior subordinated notes due 2013 is $222.4 million at December 31, 2006. The estimated fair value of the Company’s senior subordinated notes was based on quoted market prices on or about December 31, 2006 and is presented to satisfy the disclosure requirements of SFAS No. 107, “Disclosures about Fair Values of Financial Instruments” (“SFAS 107”), and is not necessarily indicative of the amounts that the Company could realize in a current market exchange.

At December 31, 2006, annual maturities of long-term debt during the next five years and thereafter are as follows (in thousands):


	Successor

2007	$	2,674
2008		2,674
2009		2,674
2010		2,674
2011		5,674
Thereafter		455,559

	$	471,929

Predecessor — Revolving Credit Facility

On April 13, 2005, the Company entered into a credit agreement (as amended, the “Credit Agreement”) with Fleet National Bank regarding a two-year, $75,000,000 senior revolving credit facility intended to finance a portion of the Company’s acquisition of Financial Models Company Inc. (“FMC”) and related fees and expenses and to provide ongoing working capital and cash for other general corporate purposes. Pursuant to the terms of the Credit Agreement, the Company was permitted to borrow funds from Fleet, initially in the principal amount of $75 million and including a $5 million sublimit for the issuance of standby and commercial letters of credit. Upon execution of the Credit Agreement on April 13, 2005, the Company drew down the full amount of the Loan, which consisted of (1) $65 million as a Eurodollar Rate Loan with an interest period of thirty days at a rate per annum equal to the British Bankers Association LIBOR Rate plus 100 basis points, and (2) $10 million as a Base Rate Loan bearing interest at a fluctuating rate per annum equal to the higher of the Federal Funds Rate plus 0.5% or the “prime rate” as publicly announced by Bank of America, N.A. The obligations of the Company under the credit agreement were guaranteed by OMR Systems Corporation and Financial Models Company Ltd., both of which are wholly-owned subsidiaries of the Company. This facility was terminated in connection with the Transaction.


7.	Leases

The Company is obligated under noncancelable operating leases for office space and office equipment. Total rental expense was $8,976,000, $625,000, $6,373,000 and $3,155,000 for the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, respectively. The lease for the corporate facility in Windsor, Connecticut

F-20

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

expires in 2016. Future minimum lease payments under the Company’s operating leases, excluding future sublease income, as of December 31, 2006, are as follows (in thousands):


Year Ending December 31,
2007	$	8,098
2008		7,297
2009		6,667
2010		6,540
2011		5,415
2012 and thereafter		14,741

	$	48,758

The Company subleases office space under noncancelable leases. The Company received rental income under these leases of $1.4 million, $19,000, $333,000 and $456,000 for the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, respectively.

Future minimum lease receipts under these leases as of December 31, 2006 are as follows (in thousands):


Year Ending December 31,
2007	$	1,460
2008		1,255
2009		1,114
2010		1,127
2011		1,127
2012 and thereafter		2,441

	$	8,524


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 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 year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004 was $412,000, $34,000, $384,000 and $448,000, 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 year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, the Company incurred $998,000, $67,000, $765,000 and $710,000, respectively, of matching contribution expenses related to these plans.

F-21

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


10.	Stock Option and Purchase Plans

Successor

In connection with the Transaction, options to purchase 968,934 shares of the Predecessor held by certain employees that were not exercised prior to the closing of the Transaction were automatically converted into fully-vested options to purchase 484,467 shares of Sunshine Acquisition Corporation (“Rollover Options”), having the same intrinsic value of $27.9 million. The Rollover Options had a weighted-average exercise price of $16.96 per share and a weighted-average remaining life of 6.4 years.

In August 2006, the Board of Directors of Sunshine Acquisition Corporation adopted a new equity-based incentive plan (the “Plan”), which authorizes equity awards to be granted for up to 1,314,567 shares of common stock of Sunshine Acquisition Corporation. During the year ended December 31, 2006, Sunshine Acquisition Corporation granted time-based and performance-based options to purchase approximately 472,032 and 704,299 shares of its common stock, respectively. All options awarded during 2006 have an exercise price of $74.50 and expire ten years from the date of grant.

Time-based options granted upon adoption of the Plan vest 25% on November 23, 2006 and 1/36th of the remaining balance each month thereafter for 36 months. Time-based options granted thereafter generally vest 25% on the first anniversary of the grant date and 1/36th of the remaining balance each month thereafter for 36 months. All time-based options can vest upon a change in control, subject to certain conditions. Time-based options granted during 2006 have a fair value of $31.08 per share based on the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected life of four years; expected volatility of 45.85% and risk-free interest rate of 4.86%. Compensation expense is recorded on a straight-line basis over the requisite service period, with the exception of the options granted upon adoption of the Plan, for which the first 25%, which is recorded between the grant date and November 23, 2006, to mirror the vesting. The Company recorded approximately $3.9 million of stock-based compensation expense related to these options for the year ended December 31, 2006. At December 31, 2006, there is approximately $6.0 million of unearned non-cash stock-based compensation that the Company expects to recognize as expense over the next 2.9 years.

Performance-based options to purchase approximately 470,000 shares of common stock vest upon the attainment of certain annual EBITDA targets for the Company during the five-year period beginning January 1, 2006. Additionally, EBITDA in excess of the EBITDA target in any given year shall be applied to the EBITDA of any previous year for which the EBITDA target was not met in full such that attainment of a prior year EBITDA target can be achieved subsequently. In the event all EBITDA targets of previous years were met in full, the excess EBITDA shall be applied to the EBITDA of future years. These performance-based options can also vest upon a change in control, subject to certain conditions. These performance-based options granted during 2006 have a fair value of $32.98 per share based on the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected life of 4.5 years; expected volatility of 45.85% and risk-free interest rate of 4.86%. Compensation expense is recorded at the time that the attainment of the annual and cumulative EBITDA targets becomes probable. The Company did not record stock-based compensation expense related to these options during the year ended December 31, 2006. At December 31, 2006, there is approximately $10.4 million of unearned non-cash stock-based compensation that the Company could recognize as expense over approximately the next four years when and if the attainment of the EBITDA targets become probable.

For the time-based and performance-based options valued using the Black-Scholes option-pricing model, the Company used the following assumptions: expected term to exercise of 4.0 years and 4.5 years, respectively; expected volatility of 45.85%; risk-free interest rate of 4.86%; and no dividend yield. Expected volatility is based on a combination of the Company’s historical volatility adjusted for the Transaction and historical volatility of the Company’s peer group. Expected term to exercise is based on the Company’s historical stock option exercise experience, adjusted for the Transaction.

F-22

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The remaining performance-based options to purchase approximately 234,000 shares of common stock vest only upon a change in control in which certain internal rate of return targets are attained. These performance-based options granted during 2006 have a fair value of $21.23 per share based on a Monte Carlo simulation and the Black-Scholes option pricing model with the following assumptions: dividend yield of zero; expected life of 2.9 years; expected volatility of 56.7% and risk-free interest rate of 4.77%. Compensation expense will be recorded at the time that a change in control becomes probable. The Company did not record stock-based compensation expense related to these options during the year ended December 31, 2006. At December 31, 2006, there is approximately $4.8 million of unearned non-cash stock-based compensation that the Company expects to recognize when and if a change in control becomes probable.

There were no unvested stock options at December 31, 2005 that carry over into future periods. The Company generally settles stock option exercises with newly issued common shares of Sunshine Acquisition Corporation, the Company’s parent. The issuance of Sunshine Acquisition Corporation shares is recorded as an additional capital contribution by the Company.

The amount of stock-based compensation expense recognized in the Company’s consolidated statements of operations for the year ended December 31, 2006 was as follows (in thousands):


Statement of operations classification
Cost of Maintenance	$	100
Cost of Professional services		124
Cost of Outsourcing		785

Total cost of revenues		1,009
Selling and marketing		647
Research and development		425
General and administrative		1,790

Total operating expenses		2,862

Total stock-based compensation expense	$	3,871

The following table summarizes stock option transactions for the year ended December 31, 2006:


				Weighted Average
	Shares			Exercise Price

Outstanding at December 31, 2005 (Rollover options)		484,467			16.97
Granted		1,176,331			74.50
Cancelled		(42,885	)		74.50
Exercised		(4,467	)		21.34

Outstanding at December 31, 2006		1,613,446			57.37

The intrinsic value of options exercised during the year ended December 31, 2006 was $0.2 million.

The following table summarizes information about stock options outstanding that are expected to vest and stock options outstanding that are exercisable at December 31, 2006:

Outstanding, Vested Options Currently Exercisable

Outstanding Options Expected to Vest

Weighted-Average

Weighted-Average Exercise

Aggregate Intrinsic

Remaining

Weighted-Average Exercise

Aggregate Intrinsic

Remaining

Shares

Price

Value

Contractual Term (Years)

Shares

Price

Value

Contractual Term (Years)

(In thousands)

602,058

28.60

27,636

6.3

220,406

74.50

—

9.6

F-23

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Predecessor

Prior to the Transaction, the Company offered an employee stock purchase plan whereby employees could purchase Company stock 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 semi-annual purchase periods were October through March and April through September. This plan was discontinued in connection with the Transaction.

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 vested ratably over four years and expired 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 0 and 111,401 shares of common stock outstanding as of November 22, 2005 and December 31, 2004, respectively, of which options to purchase 111,401 shares of common stock were exercisable as of December 31, 2004.

The Company’s 1996 Director Stock Option Plan (“1996 Plan”) provided 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 was fully vested immediately upon the option grant date and expired 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 November 22, 2005 and December 31, 2004, there were 0 and 262,500 shares, respectively, available for director option grants. There were options to purchase 0 and 360,000 shares of common stock outstanding as of November 22, 2005 and December 31, 2004, respectively. All options outstanding were exercisable as of December 31, 2004.

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 vested ratably over four years and expired ten years subsequent to the grant. Shares available for option grants under the 1998 Plan were 0 and 2,784,048 at November 22, 2005 and December 31, 2004, respectively. There were options to purchase 0 and 1,504,913 shares of common stock outstanding at November 22, 2005 and December 31, 2004, respectively, of which options to purchase 0 and 905,694 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 were 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 vested ratably over four years and expired ten years after the date of grant. Shares available for option grants under the 1999 Plan were 0 and 700,985 at November 22, 2005 and December 31, 2004, respectively. There were options to purchase 0 and 403,148 shares of common stock outstanding at November 22, 2005 and December 31, 2004, respectively, of which options to purchase 0 and 291,767 shares were exercisable.

F-24

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following table summarizes stock option transactions for the years ended December 31, 2004 and the period January 1, 2005 through November 22, 2005.


				Weighted Average
	Shares			Exercise Price

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
Granted		137,200			26.99
Cancelled		(25,213	)		16.92
Exercised(1)		(1,522,515	)		8.59
Rollover options		(968,934	)		8.48

Outstanding at November 22, 2005		—			—


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


11.	Acquisitions

On August 31, 2006, the Company purchased substantially all the assets of Zoologic, Inc. (“Zoologic”) for approximately $3.0 million in cash, plus the costs of effecting the transaction. Zoologic provides web-based courseware and instructor-led training for the securities, asset management and wealth management markets.

The net assets and results of operations of Zoologic have been included in the Company’s consolidated financial statements from September 1, 2006. 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 intangible assets, consisting of completed technology, trade name, client relationships and client contracts, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The completed technology and trade name are amortized over approximately six years, and the contractual relationships are amortized over approximately three years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.

On March 3, 2006, the Company purchased all of the outstanding stock of Cogent Management Inc. (“Cogent”), for $12.25 million in cash, plus the costs of effecting the transaction. The Company used $6.25 million of cash on hand and borrowed $6.0 million under the revolving portion of its senior credit facility to fund the acquisition. Cogent provides hedge fund management services primarily to U.S.-based hedge funds.

The net assets and results of operations of Cogent have been included in the Company’s consolidated financial statements from March 1, 2006. 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 intangible assets, consisting of client relationships and client contracts, was determined using the future cash flows method. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over approximately seven years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.

F-25

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

The following summarizes the allocation of the purchase price for the acquisitions of Zoologic and Cogent (in thousands):


	Zoologic			Cogent

Tangible assets acquired, net of cash received	$	535		$	1,074
Completed technology		425			—
Trade names		60			—
Acquired client relationships and contracts		500			4,500
Goodwill		2,524			9,367
Deferred revenue		(1,163	)		(756	)
Debt		—			(300	)
Deferred taxes		—			(1,755	)
Other liabilities assumed		(169	)		(236	)

Consideration paid, net of cash received	$	2,712		$	11,894

Acquisitions by the Predecessor Company — 2005

On October 31, 2005, the Company purchased all the outstanding stock of Open Information Systems, Inc. (“OIS”) for $24.0 million in cash. Potential earn-out payments may be made by the Company based on revenue growth, if certain 2006 revenue targets, or, under certain circumstances, 2007 revenue targets are met. OIS’ Money Market Manager is used by banks and broker/dealers for money market issuance services. Information Manager, another OIS product, is a comprehensive tool for financial institutions, allowing banks to web-enable core business applications for Internet transaction entry, scheduling, reporting, work flow management and third-party interfaces.

The net assets and results of operations of OIS have been included in the Company’s consolidated financial statements from November 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name and contractual relationships, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over lives ranging from approximately six to ten years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.

On August 24, 2005, the Company acquired substantially all the assets of MarginMan, a business within Integral Development Corporation, for $5.6 million, plus the costs of effecting the acquisition, and the assumption of certain liabilities. MarginMan provides collateralized trading software to the foreign exchange marketplace.

The net assets and results of operations of MarginMan have been included in the Company’s consolidated financial statements from August 24, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name and contractual relationships, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over a life of approximately seven years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.

F-26

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On June 3, 2005, the Company purchased all the outstanding stock of Financial Interactive, Inc. (“FI”) in exchange for 358,424 shares of the Company’s common stock and warrants to purchase 50,000 shares of the Company’s stock with an exercise price of $37.69 per share, expiring on June 3, 2010. FI’s product, FundRunner, provides a comprehensive investor relationship management and fund profiling infrastructure to alternative fund managers, funds of funds managers and fund administrators.

The shares of common stock issued as consideration were valued at $9.3 million using the average closing market price for several days prior to closing of the transaction, less a discount for lack of registration. The warrants issued were valued at $0.7 million using the Black-Scholes option pricing model.

The net assets and results of operations of FI have been included in the Company’s consolidated financial statements from June 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of completed technology, trade name and contractual relationships, was determined using the income approach. Specifically, the relief-from-royalty method was utilized for the completed technology and trade name and the discounted cash flows method was utilized for the contractual relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over lives ranging from seven to ten years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.

On April 19, 2005, the Company purchased substantially all the outstanding stock of the Financial Models Company Inc. (“FMC”) for approximately $159.0 million in cash, plus approximately $13.8 million of costs to effect the acquisition. The Company financed the FMC acquisition with $75 million of borrowings under the credit facility (Note 6) and approximately $84 million from cash on hand. FMC provides comprehensive investment management systems and services to the international investment management industry.

The net assets and results of operations of FMC have been included in the Company’s consolidated financial statements from April 19, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, including technology, trade names, contractual relationships and exchange relationships, was based on an independent appraisal and was determined using the income approach. Specifically, the relief-from-royalty method was utilized for completed technology and trade names, the discounted cash flow method for contractual relationships, and the avoided-cost method for the exchange relationships. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over lives ranging from seven to 15 years, the estimated lives of the assets. The remainder of the purchase price was allocated to goodwill.

In connection with the acquisition, the Company committed to a plan to reduce headcount at FMC. Under the plan, the Company terminated approximately 75 employees and accrued severance costs of $3.3 million of which substantially all has been paid as of December 31, 2006. The severance costs were included in the allocation of the purchase price and recorded as an assumed liability.

On February 28, 2005, the Company purchased all of the membership interests in EisnerFast LLC (“EisnerFast”), for $25.3 million in cash. 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 have been included in the Company’s consolidated financial statements from March 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed based on their fair value at the date of acquisition. The fair value of the intangible assets, consisting of client contracts and client relationships, was determined using the future cash flows method. The intangible assets are amortized each year based on the ratio that current cash flows for the intangible asset bear to the total of current and expected future cash flows for the intangible asset. The intangible assets are amortized over nine years, the estimated life of the assets. The remainder of the purchase price was allocated to goodwill.

F-27

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

On February 11, 2005, the Company acquired substantially all the assets of Achievement Technologies, Inc. (“Achievement”) for $470,000, plus the costs of effecting the acquisition, 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 have been included in the Company’s consolidated financial statements from February 1, 2005. The purchase price was allocated to tangible and intangible assets and liabilities assumed 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.

The following summarizes the allocation of the purchase price for the acquisitions of OIS, MarginMan, FI, FMC, EisnerFast and Achievement (in thousands):


	OIS			MarginMan			FI			FMC			EisnerFast			Achievement

Assets acquired, net of cash received	$	2,474		$	105		$	815		$	16,223		$	1,089		$	3
Purchased technology		5,275			1,447			1,306			9,683			—			210
Acquired client contracts and relationships		4,000			2,266			2,078			37,103			8,587			—
Trade names		230			76			138			814			—			—
Goodwill		12,328			2,303			9,829			113,560			17,106			350
Deferred income taxes		—			—			(199	)		(13,835	)		—			—
Other liabilities assumed		(307	)		(516	)		(3,388	)		(11,633	)		(1,449	)		(91	)

Consideration paid	$	24,000		$	5,681		$	10,579		$	151,915		$	25,333		$	472

Acquisitions by the Predecessor Company — 2004

On April 12, 2004, the Company acquired all of the outstanding shares of OMR Systems Corporation and OMR Systems International, Ltd. (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.

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

F-28

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

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.

The following summarizes the allocation of the purchase price for the OMR, NeoVision and IAN (in thousands):


	OMR			NeoVision			IAN
	(2004)			(2004)			(2004)

Assets acquired, net of cash received	$	8,134		$	9		$	232
Acquired client contracts, customer relationships and trade names		3,800			—			—
Completed technology		4,400			430			1,100
In-process research & development		—			—			—
Goodwill		9,249			1,259			1,892
Liabilities assumed		(6,618	)		(91	)		(255	)

Consideration paid	$	18,965		$	1,607		$	2,969

The following unaudited pro forma condensed consolidated results of operations is provided for illustrative purposes only and assumes that the Transaction and the acquisitions of Zoologic, Cogent, OIS, MarginMan, FI, FMC, EisnerFast, OMR and IAN occurred on January 1, 2005. This unaudited pro forma information (in thousands) should not be relied upon as being 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.


			Period from		Period from
			November 23		January 1
			through		through
			December 31,		November 22,
	2006		2005		2005

Revenues	$	208,231	$	18,274	$	179,210
Net income		1,425		907		3,664

The pro forma results of operations presented above include a reduction in revenues of $3.6 million and $0.7 million for 2006 and the period from November 23 through December 31, 2005, respectively, related to the deferred revenue adjustment recorded in connection with the Transaction. Pro forma results of operations have not been presented for the acquisition of Achievement and NeoVision, as results of operations of these acquisition are not significant to the Company.


12.	Supplemental Guarantor Condensed Consolidating Financial Statements

On November 23, 2005, in connection with the Transaction, the Company issued $205 million aggregate principal amount of 113/4% senior subordinated notes due 2013. The senior subordinated notes are jointly and severally and fully and unconditionally guaranteed on an unsecured senior subordinated basis, in each case, subject to certain exceptions, by substantially all wholly owned domestic subsidiaries of the Company (collectively

F-29

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

“Guarantors”). All of the Guarantors are 100% owned by the Company. All other subsidiaries of the Company, either direct or indirect, do not guarantee the senior subordinated notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the senior secured credit facilities. There are no significant restrictions on the ability of the Company or any of the subsidiaries that are Guarantors to obtain funds from its subsidiaries by dividend or loan.

Condensed consolidating financial information as of December 31, 2006 and December 31, 2005 and for the year ended December 31, 2006, for the period from January 1, 2005 to November 22, 2005, for the period from November 23, 2005 to December 31, 2005 and for the year ended December 31, 2004 are presented. The condensed consolidating financial information of the Company and its subsidiaries are as follows:


	At December 31, 2006 — Successor
				Total			Total Non-			Consolidating
	SS&C			Guarantors			Guarantors			Adjustments			Total

Cash and cash equivalents	$	3,055		$	2,317		$	6,346		$	—		$	11,718
Accounts receivable, net		15,640			4,808			11,247			—			31,695
Prepaid expenses and other current assets		3,929			730			3,164			—			7,823
Property and equipment, net		4,897			987			4,135			—			10,019
Investment in subsidiaries		83,863			—			—			(83,863	)		—
Intercompany balances		142,577			(9,433	)		(133,144	)		—			—
Goodwill, intangible and other assets, net		795,697			16,918			278,651			—			1,091,266

Total assets	$	1,049,658		$	16,327		$	170,399		$	(83,863	)	$	1,152,521

Current portion of long-term debt	$	5,000		$	—		$	694		$	—		$	5,694
Accounts payable		1,019			418			868			—			2,305
Accrued expenses		11,232			1,715			5,348			—			18,295
Deferred income taxes		(268	)		(86	)		738			—			384
Income taxes payable		(5,260	)		1,522			3,929			—			191
Deferred maintenance and other revenue		15,821			3,677			6,181			—			25,679
Long-term debt, net of current portion		401,000			—			65,235			—			466,235
Other long-term liabilities		—			—			1,088			—			1,088
Deferred income taxes, long-term		57,982			(1,583	)		13,119			—			69,518

Total liabilities		486,526			5,663			97,200			—			589,389
Stockholder’s equity		563,132			10,664			73,199			(83,863	)		563,132

Total liabilities and stockholder’s equity	$	1,049,658		$	16,327		$	170,399		$	(83,863	)	$	1,152,521

F-30

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

At December 31, 2005 — Successor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Cash and cash equivalents
$ 6,319 $ 1,971 $ 7,294 $ — $ 15,584

Accounts receivable, net
15,825 5,258 11,779 — 32,862

Prepaid expenses and other current assets
3,152 467 2,617 — 6,236

Income taxes receivable
8,509 1,133 (1,466 ) — 8,176

Property and equipment, net
3,966 1,289 5,034 — 10,289

Investment in subsidiaries
67,078 — — (67,078 ) —

Intercompany balances
152,516 (23,738 ) (128,778 ) — —

Goodwill, intangible and other assets, net
800,837 17,987 284,400 — 1,103,224

Total assets
$ 1,058,202 $ 4,367 $ 180,880 $ (67,078 ) $ 1,176,371

Current portion of long-term debt
$ 5,013 $ — $ 5,425 $ — $ 10,438

Accounts payable
1,128 411 828 — 2,367

Income taxes payable
— 498 (498 ) — —

Accrued expenses
11,320 1,604 7,975 — 20,899

Deferred income taxes
46 63 1,196 — 1,305

Deferred maintenance and other revenue
10,340 2,910 7,316 — 20,566

Long-term debt, net of current portion
403,000 — 75,143 — 478,143

Other long-term liabilities
— — 1,257 — 1,257

Deferred income taxes, long-term
70,222 (1,766 ) 15,807 — 84,263

Total liabilities
501,069 3,720 114,449 — 619,238

Stockholder’s equity
557,133 647 66,431 (67,078 ) 557,133

Total liabilities and stockholder’s equity
$ 1,058,202 $ 4,367 $ 180,880 $ (67,078 ) $ 1,176,371

F-31

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Year Ended December 31, 2006 — Successor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Revenues
$ 81,934 $ 55,705 $ 69,397 $ (1,567 ) $ 205,469

Cost of revenues
41,379 34,130 26,074 (1,567 ) 100,016

Gross profit
40,555 21,575 43,323 — 105,453

Operating expenses:

Selling & marketing
10,268 2,088 5,242 — 17,598

Research & development
12,858 3,295 7,467 — 23,620

General & administrative
13,418 1,116 5,832 — 20,366

Total operating expenses
36,544 6,499 18,541 — 61,584

Operating income
4,011 15,076 24,782 — 43,869

Interest expense, net
(30,361 ) (7 ) (16,671 ) — (47,039 )

Other income, net
429 5 22 — 456

Income (loss) before income taxes
(25,921 ) 15,074 8,133 — (2,714 )

Provision (benefit) for income taxes
(7,715 ) 3,147 779 — (3,789 )

Equity in net income of subsidiaries
19,281 — — (19,281 ) —

Net income
$ 1,075 $ 11,927 $ 7,354 $ (19,281 ) $ 1,075


	For the Period from November 23 through December 31, 2005 — Successor
				Total		Total Non-			Consolidating
	SS&C			Guarantors		Guarantors			Adjustments			Total

Revenues	$	7,283		$	3,825	$	6,765		$	(208	)	$	17,665
Cost of revenues		3,236			2,088		2,511			(208	)		7,627

Gross profit		4,047			1,737		4,254			—			10,038
Operating expenses:
Selling & marketing		631			129		604			—			1,364
Research & development		965			343		763			—			2,071
General & administrative		544			164		432			—			1,140

Total operating expenses		2,140			636		1,799			—			4,575

Operating income		1,907			1,101		2,455			—			5,463
Interest expense net		(3,437	)		—		(1,453	)		—			(4,890	)
Other income, net		13			—		245			—			258

(Loss) income before income taxes		(1,517	)		1,101		1,247			—			831
(Benefit) provision for income taxes		(250	)		125		125			—			—
Equity in net income of subsidiaries		2,098			—		—			(2,098	)		—

Net income	$	831		$	976	$	1,122		$	(2,098	)	$	831

F-32

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Period from January 1 through November 22, 2005 — Predecessor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Revenues
$ 68,644 $ 33,904 $ 42,446 $ (1,025 ) $ 143,969

Cost of revenues
21,544 17,958 20,527 (1,025 ) 59,004

Gross profit
47,100 15,946 21,919 — 84,965

Operating expenses:

Selling & marketing
6,167 1,597 5,370 — 13,134

Research & development
10,095 2,558 6,546 — 19,199

General & administrative
7,624 888 3,432 — 11,944

Merger costs related to the sale of SS&C
36,789 — 123 — 36,912

Total operating expenses
60,675 5,043 15,471 — 81,189

Operating (loss) income
(13,575 ) 10,903 6,448 — 3,776

Interest income, net
3,527 — (4,588 ) — (1,061 )

Other income (expense), net
744 39 (128 ) — 655

(Loss) income before income taxes
(9,304 ) 10,942 1,732 — 3,370

Provision for income taxes
560 658 1,440 — 2,658

Equity in net income of subsidiaries
10,576 — — (10,576 ) —

Net income
$ 712 $ 10,284 $ 292 $ (10,576 ) $ 712


	For the Year Ended December 31, 2004 — Predecessor
			Total			Total Non-			Consolidating
	SS&C		Guarantors			Guarantors			Adjustments			Total

Revenues	$	70,011	$	18,657		$	8,028		$	(808	)	$	95,888
Cost of revenues		21,411		9,743			3,424			(808	)		33,770

Gross profit		48,600		8,914			4,604			—			62,118
Operating expenses:
Selling & marketing		7,380		629			2,725			—			10,734
Research & development		11,039		2,111			807			—			13,957
General & administrative		6,737		584			693			—			8,014

Total operating expenses		25,156		3,324			4,225			—			32,705

Operating income		23,444		5,590			379			—			29,413
Interest income, net		1,448		—			80			—			1,528
Other income (expense), net		119		(4	)		(16	)		—			99

Income before income taxes		25,011		5,586			443			—			31,040
Provision for income taxes		11,759		—			271			—			12,030
Equity in net income of subsidiaries		5,758		—			—			(5,758	)		—

Net income	$	19,010	$	5,586		$	172		$	(5,758	)	$	19,010

F-33

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Year Ended December 31, 2006 — Successor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Cash Flow from Operating Activities:

Net income
$ 1,075 $ 11,927 $ 7,354 $ (19,281 ) $ 1,075

Non-cash adjustments
(2,364 ) 1,717 4,964 19,281 23,598

Changes in operating assets and liabilities
3,241 3,336 (541 ) — 6,036

Net cash provided by operating activities
1,952 16,980 11,777 — 30,709

Cash Flow from Investment Activities:

Intercompany transactions
13,123 (16,214 ) 3,091 — —

Cash paid for businesses acquired, net of cash acquired
(13,500 ) — (479 ) — (13,979 )

Additions to property and equipment and software
(3,216 ) (420 ) (1,012 ) — (4,648 )

Proceeds from sale of property and equipment
— — 1 — 1

Net cash provided by (used in) investing activities
(3,593 ) (16,634 ) 1,601 — (18,626 )

Cash Flow from Financing Activities:

Net repayments of debt
(2,314 ) — (14,804 ) — (17,118 )

Transactions involving Sunshine Acquisition Corporation common stock
691 — — — 691

Net cash used in financing activities
(1,623 ) — (14,804 ) — (16,427 )

Effect of exchange rate changes on cash
— — 478 — 478

Net increase (decrease) in cash and cash equivalents
(3,264 ) 346 (948 ) — (3,866 )

Cash and cash equivalents, beginning of period
6,319 1,971 7,294 — 15,584

Cash and cash equivalents, end of period
$ 3,055 $ 2,317 $ 6,346 $ — $ 11,718

F-34

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Period from November 23 through December 31, 2005 — Successor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Cash Flow from Operating Activities:

Net income
$ 831 $ 976 $ 1,122 $ (2,098 ) $ 831

Non-cash adjustments
(3,449 ) 403 2,327 2,098 1,379

Changes in operating assets and liabilities
3,620 (122 ) (793 ) — 2,705

Net cash provided by operating activities
1,002 1,257 2,656 — 4,915

Cash Flow from Investment Activities:

Intercompany transactions
3,989 (517 ) (3,472 ) — —

Acquisition of SS&C
(797,000 ) — (80,000 ) — (877,000 )

Additions to property and equipment
(241 ) — (35 ) — (276 )

Other investing activities
15 — — — 15

Net cash used in investing activities
(793,237 ) (517 ) (83,507 ) — (877,261 )

Cash Flow from Financing Activities:

Cash received from borrowings for the Transaction
410,000 — 80,000 — 490,000

Investment by Sunshine Acquisition Corporation
381,000 — — — 381,000

Net repayments of debt
(2,002 ) — (343 ) — (2,345 )

Net cash provided by financing activities
788,998 — 79,657 — 868,655

Effect of exchange rate changes on cash
— — 26 — 26

Net increase (decrease) in cash and cash equivalents
(3,237 ) 740 (1,168 ) — (3,665 )

Cash and cash equivalents, beginning of period
9,556 1,231 8,462 — 19,249

Cash and cash equivalents, end of period
$ 6,319 $ 1,971 $ 7,294 $ — $ 15,584

F-35

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Period from January 1 through November 22, 2005 — Predecessor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Cash Flow from Operating Activities:

Net income
$ 712 $ 10,284 $ 292 $ (10,576 ) $ 712

Non-cash adjustments
(3,757 ) 1,613 4,384 10,576 12,816

Changes in operating assets and liabilities
20,169 (861 ) (720 ) — 18,588

Net cash provided by operating activities
17,124 11,036 3,956 — 32,116

Cash Flow from Investment Activities:

Intercompany transactions
(158,547 ) (5,823 ) 166,969 (2,599 ) —

Cash paid for businesses acquired, net of cash acquired
(39,745 ) (3,949 ) (164,225 ) — (207,919 )

Additions to property and equipment
(1,553 ) (337 ) (598 ) — (2,488 )

Net sales of marketable securities
101,909 — — — 101,909

Purchase of long-term investment
(2,000 ) — — — (2,000 )

Other investing activities
3 — — — 3

Net cash (used in) provided by investing activities
(99,933 ) (10,109 ) 2,146 (2,599 ) (110,495 )

Cash Flow from Financing Activities:

Net borrowings of debt
74,984 — — — 74,984

Issuance of common stock
3,479 — — — 3,479

Purchase of common stock for treasury
(5,584 ) — — — (5,584 )

Common stock dividends
(3,718 ) — (2,599 ) 2,599 (3,718 )

Net cash provided by (used in) financing activities
69,161 — (2,599 ) 2,599 69,161

Effect of exchange rate changes on cash
— — (446 ) — (446 )

Net increase (decrease) in cash and cash equivalents
(13,648 ) 927 3,057 — (9,664 )

Cash and cash equivalents, beginning of period
23,204 304 5,405 — 28,913

Cash and cash equivalents, end of period
$ 9,556 $ 1,231 $ 8,462 $ — $ 19,249

F-36

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

For the Year Ended December 31, 2004 — Successor

Total
Total Non-
Consolidating

SS&C Guarantors Guarantors Adjustments Total

Cash Flow from Operating Activities:

Net income
$ 19,010 $ 5,586 $ 172 $ (5,758 ) $ 19,010

Non-cash adjustments
962 1,044 324 5,758 8,088

Changes in operating assets and liabilities
2,455 (668 ) (361 ) — 1,426

Net cash provided by operating activities
22,427 5,962 135 — 28,524

Cash Flow from Investment Activities:

Intercompany transactions
(14,212 ) 13,624 588 — —

Cash paid for businesses acquired, net of cash acquired
(4,576 ) (19,065 ) 100 — (23,541 )

Additions to property and equipment
(1,054 ) (217 ) (74 ) — (1,345 )

Net purchases of marketable securities
(64,341 ) — — — (64,341 )

Other investing activities
— — 7 — 7

Net cash (used in) provided by investing activities
(84,183 ) (5,658 ) 621 — (89,220 )

Cash Flow from Financing Activities:

Issuance of common stock
76,998 — — — 76,998

Common stock dividends
(2,924 ) — — — (2,924 )

Net cash provided by financing activities
74,074 — — — 74,074

Effect of exchange rate changes on cash
— — 274 — 274

Net increase in cash and cash equivalents
12,318 304 1,030 — 13,652

Cash and cash equivalents, beginning of period
10,886 — 4,375 — 15,261

Cash and cash equivalents, end of period
$ 23,204 $ 304 $ 5,405 $ — $ 28,913


13.	Related Party Transactions

In connection with the Transaction, the Carlyle Group, the Company’s CEO and Holdings entered into an agreement pursuant to which Holdings paid (i) Carlyle a fee for certain services provided by it to Holdings in connection with the Transaction, and (ii) the Company’s CEO a fee in consideration of his commitment to contribute equity to Holdings pursuant to a contribution and subscription agreement and as consideration for the CEO’s agreement to enter into a long-term employment agreement with Holdings, including non-competition provisions therein. The aggregate amount of these fees was $7.5 million, which was allocated to the Company’s CEO and Carlyle pro rata based on their respective ownership of Holdings following the Transaction, and was recorded as part of the overall purchase price of the Transaction.

The Company has agreed to pay Carlyle an annual fee of $1.0 million for certain management services to be performed by Carlyle following the Transaction, and will also pay Carlyle additional reasonable compensation for other services provided by Carlyle to the Company from time to time, including investment banking, financial advisory and other services.

F-37

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)


14.	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.


15.	International Sales and Geographic Information

The Company operates in one reportable 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 periods in the three-year period ended December 31, 2006 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, $0.6 million, $1.7 million and $2.0 million in the year ended December 31, 2006, the period November 23, 2005 through December 31, 2005, the period January 1, 2005 through November 22, 2005 and the year ended December 31, 2004, respectively.

Revenues by geography were (in thousands):


	Successor				Predecessor
			Period from		Period from
			November 23,		January 1,
			2005		2005
	Year Ended		through		through		Year Ended
	December 31,		December 31,		November 22,		December 31,
	2006		2005		2005		2004

United States	$	122,341	$	10,261	$	91,542	$	74,724
Canada		35,924		2,572		18,406		—
Americas excluding United States and Canada		2,850		370		3,163		3,688
Europe		40,150		4,151		27,737		14,965
Asia Pacific and Japan		4,204		311		3,121		2,511

	$	205,469	$	17,665	$	143,969	$	95,888

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


	2006		2005

United States	$	20,814	$	17,518
Canada		5,057		6,733
Americas excluding United States and Canada		85		81
Europe		425		349
Asia Pacific and Japan		125		91

	$	26,506	$	24,772


16.	Subsequent Events

On March 12, 2007, the Company acquired substantially all the assets of Northport LLC for $5.0 million, plus the costs of effecting the acquisition, and the assumption of certain liabilities. Northport provides private equity

F-38

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

fund management and accounting services. The net assets and results of operations of Northport will be included in the Company’s consolidated financial statements as of March 1, 2007.

In March 2007, the Company amended its Credit Agreement to reduce the interest rate on the U.S. term loan facility.


17.	Selected Quarterly Financial Data (Unaudited)


	Successor
	First			Second		Third		Fourth
	Quarter			Quarter		Quarter		Quarter
				(In thousands)

2006
Revenue	$	48,365		$	50,655	$	52,449	$	54,000
Gross profit		25,069			26,150		26,641		27,593
Operating income		11,427			11,340		10,579		10,523
Net income (loss)		(226	)		1,787		359		(845	)


	Predecessor									Successor
							Period from			Period from
							October 1,			November 23,
							2005			2005
							through			through
	First		Second		Third		November 22,			December 31,
	Quarter		Quarter		Quarter(1)		2005(1)			2005
					(In thousands)

2005
Revenue	$	27,416	$	40,713	$	46,110	$	29,730		$	17,665
Gross profit		17,608		24,086		26,869		16,402			10,038
Operating income (loss)		9,163		10,741		11,939		(28,067	)		5,463
Net income (loss)		5,969		6,589		6,995		(18,841	)		831


(1)		Includes merger costs associated with the Transaction.

F-39

EXHIBIT INDEX


Exhibit
Number			Description of Exhibit

	2	.1†	Acquisition Agreement, dated February 25, 2005, by and between the Registrant and Financial Models Company Inc. is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on March 2, 2005 (File No. 000-28430)
	2	.2†	Purchase Agreement, dated February 28, 2005, by and among the Registrant, EisnerFast LLC and EHS, LLC is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on March 3, 2005 (File No. 000-28430)
	2	.3†	Agreement and Plan of Merger, dated as of July 28, 2005, by and among Sunshine Acquisition Corporation, Sunshine Merger Corporation and the Registrant is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on July 28, 2005 (File No. 000-28430)
	2	.4†	Amendment No. 1 to Agreement and Plan of Merger, dated as of August 25, 2005, by among Sunshine Acquisition Corporation, Sunshine Merger Corporation and the Registrant is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on August 30, 2005 (File No. 000-28430)
	3	.1	Restated Certificate of Incorporation of the Registrant is incorporated herein by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form S-4, as amended (File No. 333-135139) (the ‘‘Form S-4”)
	3	.2	Bylaws of the Registrant are incorporated herein by reference to Exhibit 3.2 to the Form S-4
	4	.1	Indenture, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., the Registrant, the Guarantors named on the signature pages thereto, and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, including the form of 113/4% Senior Subordinated Note due 2013, is incorporated herein by reference to Exhibit 4.1 to the Form S-4
	4	.2	First Supplemental Indenture, dated as of April 27, 2006, among Cogent Management Inc., the Registrant and Wells Fargo Bank, National Association, as Trustee, relating to the 113/4% Senior Subordinated Notes due 2013, is incorporated herein by reference to Exhibit 4.2 to the Form S-4
	4	.3	Guarantee of 113/4% Senior Subordinated Notes due 2013 by Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.3 to the Form S-4
	4	.4	Guarantee of 113/4% Senior Subordinated Notes due 2013 by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.4 to the Form S-4
	4	.5	Registration Rights Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., the Registrant and the Guarantors named therein, as Issuers, and Wachovia Capital Markets, LLC, J.P. Morgan Securities Inc. and Banc of America Securities LLC, as Initial Purchasers, is incorporated herein by reference to Exhibit 4.5 to the Form S-4
	4	.6	Purchase Agreement, dated as of November 17, 2005, between Sunshine Acquisition II, Inc. and the Initial Purchasers named in Schedule I thereto is incorporated herein by reference to Exhibit 4.6 to the Form S-4
	4	.7	Joinder Agreement, dated as of November 23, 2005, executed by the Registrant, Financial Models Company Ltd., Financial Models Holdings Inc., SS&C Fund Administration Services LLC, OMR Systems Corporation and Open Information Systems, Inc. is incorporated herein by reference to Exhibit 4.7 to the Form S-4
	4	.8	Joinder Agreement, dated as of April 27, 2006, executed by Cogent Management Inc. is incorporated herein by reference to Exhibit 4.8 to the Form S-4
	10	.1	Credit Agreement, dated as of November 23, 2005, among Sunshine Acquisition II, Inc., the Registrant, SS&C Technologies Canada Corp., the several lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, Wachovia Bank, National Association, as Syndication Agent, and Bank of America, N.A., as Documentation Agent, is incorporated herein by reference to Exhibit 10.1 to the Form S-4

F-40


Exhibit
Number			Description of Exhibit

	10	.2	Guarantee and Collateral Agreement, dated as of November 23, 2005, made by Sunshine Acquisition Corporation, Sunshine Acquisition II, Inc., the Registrant and certain of its subsidiaries in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.2 to the Form S-4
	10	.3	CDN Guarantee and Collateral Agreement, dated as of November 23, 2005, made by SS&C Technologies Canada Corp. and 3105198 Nova Scotia Company in favor of JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.3 to the Form S-4
	10	.4	Assumption Agreement, dated as of April 27, 2006, made by Cogent Management Inc., in favor of JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.4 to the Form S-4
	10	.5	Stockholders Agreement of Sunshine Acquisition Corporation, dated as of November 23, 2005, by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.5 to the Form S-4
	10	.6	Registration Rights Agreement, dated as of November 23, 2005, by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., William C. Stone and Other Executive Investors (as defined therein) is incorporated herein by reference to Exhibit 10.6 to the Form S-4
	10	.7	Form of Service Provider Stockholders Agreement of Sunshine Acquisition Corporation by and among Sunshine Acquisition Corporation, Carlyle Partners IV, L.P., CP IV Coinvestment, L.P. and the Service Provider Stockholders (as defined therein) is incorporated herein by reference to Exhibit 10.7 to the Form S-4
	10	.8	Management Agreement, dated as of November 23, 2005, between Sunshine Acquisition Corporation, William C. Stone and TC Group, L.L.C. is incorporated herein by reference to Exhibit 10.8 to the Form S-4
	10	.9	SS&C Technologies, Inc. Management Rights Agreement, dated as of November 23, 2005, by and among Carlyle Partners IV, L.P., CP IV Coinvestment, L.P., Sunshine Acquisition Corporation and the Registrant is incorporated herein by reference to Exhibit 10.9 to the Form S-4
	10	.10*	1998 Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.10 to the Form S-4
	10	.11*	1999 Non-Officer Employee Stock Incentive Plan, including form of stock option agreement, is incorporated herein by reference to Exhibit 10.11 to the Form S-4
	10	.12*	Form of Option Assumption Notice for 1998 Stock Incentive Plan and 1999 Non-Officer Employee Stock Incentive Plan is incorporated herein by reference to Exhibit 10.12 to the Form S-4
	10	.13*	2006 Equity Incentive Plan of Sunshine Acquisition Corporation is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 15, 2006 (File No. 000-28430) (the ‘‘August 15, 2006 8-K”)
	10	.14*††	Form of Stock Option Grant Notice and Stock Option Agreement is incorporated herein by reference to Exhibit 10.2 to the August 15, 2006 8-K
	10	.15*	Form of Dividend Equivalent Agreement is incorporated herein by reference to Exhibit 10.3 to the August 15, 2006 8-K
	10	.16*	Form of Stock Award Agreement is incorporated herein by reference to Exhibit 10.4 to the August 15, 2006 8-K
	10	.17*	Employment Agreement, dated as of November 23, 2005, by and between William C. Stone and Sunshine Acquisition Corporation is incorporated herein by reference to Exhibit 10.13 to the Form S-4
	10	.18*	Contract of Employment between Kevin Milne and the Registrant, effective as of June 9, 2004, is incorporated herein by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2005 (File No. 000-28430)
	10	.19*	Compromise Agreement between Kevin Milne and SS&C Technologies Limited, dated as of October 31, 2006

F-41


Exhibit
Number			Description of Exhibit

	10	.20*	Description of Executive Officer Compensation Arrangements is incorporated herein by reference to Item 5.02 of the Registrant’s Current Report on Form 8-K, filed on March 16, 2007 (File No. 000-28430)
	10	.21	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	.22	Second Amendment to Lease, dated as of April 1999, between the Registrant and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.12 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2004 (File No. 000-28430) (the ‘‘2004 10-K”)
	10	.23	Third Amendment to Lease, effective as of July 1, 1999, between the Registrant and New Boston Lamberton Limited Partnership is incorporated herein by reference to Exhibit 10.13 to the 2004 10-K
	10	.24	Fourth Amendment to Lease, effective as of June 7, 2005, between the Registrant and New Boston Lamberton Limited Partnership, is incorporated herein by reference to Exhibit 10.5 to the Registrant’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2005 (File No. 000-28430) (the ‘‘Q2 2005 10-Q”)
	10	.25	Lease Agreement, dated January 6, 1998, by and between Financial Models Company Inc. and Polaris Realty (Canada) Limited, as amended by First Amendment of Lease, dated as of June 24, 1998, and as amended by Second Lease Amending Agreement, dated as of November 13, 1998, is incorporated herein by reference to Exhibit 10.6 to the Q2 20005 10-Q
	10	.26	First Amendment, dated as of March 6, 2007, to the Credit Agreement, dated as of November 23, 2005, among the Registrant, SS&C Technologies Canada Corp., as CDN Borrower, the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders, Wachovia Bank, National Association, as Syndication Agent, JPMorgan Chase Bank, N.A., as administrative agent and JPMorgan Chase Bank, N.A., Toronto Branch, as Canadian Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current on Form 8-K, filed on March 9, 2007 (File No. 000-28430)
	12		Statement of Computation of Ratio of Earnings to Fixed Charges
	21		Subsidiaries of the Registrant
	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 1351, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002


*		Management contract or compensatory plan or arrangement filed herewith in response to Item 15(a)(3) of the Instructions to the Annual Report on Form 10-K.

†		The Registrant hereby agrees to furnish supplementally a copy of any omitted schedules to this agreement to the Securities and Exchange Commission upon its request.

††		Confidential treatment has been requested as to certain portions of this Exhibit. Such portions have been omitted and filed separately with the Securities and Exchange Commission.

F-42


			Page

PART I
	Item 1.	Business		4
	Item 1A.	Risk Factors		20
	Item 1B.	Unresolved Staff Comments		30
	Item 2.	Properties		30
	Item 3.	Legal Proceedings		30
	Item 4.	Submission of Matters to a Vote of Security Holders		30

PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		31
	Item 6.	Selected Financial Data		31
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
	Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		45
	Item 8.	Financial Statements and Supplementary Data		46
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure		46
	Item 9A.	Controls and Procedures		46
	Item 9B.	Other Information		46

PART III
	Item 10.	Directors, Executive Officers and Corporate Governance		47
	Item 11.	Executive Compensation		49
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		59
	Item 13.	Certain Relationships and Related Transactions, and Director Independence		61
	Item 14.	Principal Accountant Fees and Services		61

PART IV
	Item 15.	Exhibits and Financial Statement Schedules		63
Signatures				64
Consolidated Financial Statements				F-2
Exhibit Index				F-40
EX-10.19 Compromise Agreement dated as of October 31, 2006
EX-12 Statement of Computation of Ratio of Earnings to Fixed Charges
EX-21 Subsidiaries of the Registrant
EX-31.1 Section 302 Certification of C.E.O.
EX-31.2 Section 302 Certification of C.F.O.
EX-32 Section 906 Certification of C.E.O. & C.F.O.


Item 15.	*Exhibits and Financial Statement Schedules*


Document	Page

Reports of Independent Registered Public Accounting Firm		F-1
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2006 and 2005 (Successor)		F-2
Consolidated Statements of Operations for the year ended December 31, 2006 (Successor), for the period from November 23, 2005 through December 31, 2005 (Successor), for the period from January 1, 2005 through November 22, 2005 (Predecessor) and for the year ended December 31, 2004 (Predecessor)		F-3
Consolidated Statements of Cash Flows for the year ended December 31, 2006 (Successor), for the period from November 23, 2005 through December 31, 2005 (Successor), for the period from January 1, 2005 through November 22, 2005 (Predecessor) and for the year ended December 31, 2004 (Predecessor)		F-4
Consolidated Statements of Changes in Stockholders’ Equity for the year ended December 31, 2004 (Predecessor), for the period from January 1, 2005 through November 22, 2005 (Predecessor), for the period from November 23, 2005 through December 31, 2005 (Successor) and for the year ended December 31, 2006 (Successor)		F-5
Notes to Consolidated Financial Statements		F-6


	At December 31, 2005 — Successor
			Total			Total Non-			Consolidating
	SS&C		Guarantors			Guarantors			Adjustments			Total

Cash and cash equivalents	$	6,319	$	1,971		$	7,294		$	—		$	15,584
Accounts receivable, net		15,825		5,258			11,779			—			32,862
Prepaid expenses and other current assets		3,152		467			2,617			—			6,236
Income taxes receivable		8,509		1,133			(1,466	)		—			8,176
Property and equipment, net		3,966		1,289			5,034			—			10,289
Investment in subsidiaries		67,078		—			—			(67,078	)		—
Intercompany balances		152,516		(23,738	)		(128,778	)		—			—
Goodwill, intangible and other assets, net		800,837		17,987			284,400			—			1,103,224

Total assets	$	1,058,202	$	4,367		$	180,880		$	(67,078	)	$	1,176,371

Current portion of long-term debt	$	5,013	$	—		$	5,425		$	—		$	10,438
Accounts payable		1,128		411			828			—			2,367
Income taxes payable		—		498			(498	)		—			—
Accrued expenses		11,320		1,604			7,975			—			20,899
Deferred income taxes		46		63			1,196			—			1,305
Deferred maintenance and other revenue		10,340		2,910			7,316			—			20,566
Long-term debt, net of current portion		403,000		—			75,143			—			478,143
Other long-term liabilities		—		—			1,257			—			1,257
Deferred income taxes, long-term		70,222		(1,766	)		15,807			—			84,263

Total liabilities		501,069		3,720			114,449			—			619,238
Stockholder’s equity		557,133		647			66,431			(67,078	)		557,133

Total liabilities and stockholder’s equity	$	1,058,202	$	4,367		$	180,880		$	(67,078	)	$	1,176,371

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

	2.		Based on my knowledge, this 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 report;

	3.		Based on my knowledge, the financial statements, and other financial information included in this 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 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)) 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 report is being prepared;

	b)		[not applicable]

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

	d)		Disclosed in this 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

	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: April 2, 2007	/s/ Patrick J. Pedonti
	Patrick J. Pedonti
	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

	(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.