10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 

FORM 10-Q 

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from        to        

Commission File Number 001-34675

SS&C TECHNOLOGIES HOLDINGS, INC.

(Exact name of Registrant as specified in its charter) 

Delaware	71-0987913
(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)

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  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.   ☐

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

There were 238,091,089 shares of the registrant’s common stock outstanding as of May 2, 2018.

SS&C TECHNOLOGIES HOLDINGS, INC.

INDEX

	Page Number
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)	3
Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017	3
Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018 and 2017	4
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017	5
Notes to Condensed Consolidated Financial Statements	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3. Quantitative and Qualitative Disclosures About Market Risk	28
Item 4. Controls and Procedures	28
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	29
Item 1A. Risk Factors	29
Item 6. Exhibits	44
EXHIBIT INDEX	45
SIGNATURE	46

This Quarterly Report on Form 10-Q may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. 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”, “estimates”, “projects”, “forecasts”, “may”, “assume”, “intend”, “will”, “continue”, “opportunity”, “predict”, “potential”, “future”, “guarantee”, “likely”, “target”, “indicate”, “would”, “could” and “should” and similar expressions are intended to identify forward-looking statements. The important factors discussed under the caption “Risk Factors” in this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission on February 28, 2018, 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. The Company does not undertake an obligation to update its forward-looking statements to reflect future events or circumstances.

2

PART I

Item 1. Financial Statements

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data) (Unaudited)

	March 31,			December 31,
	2018			2017
ASSETS
Current assets:
Cash and cash equivalents	$	74,077		$	64,057
Accounts receivable, net of allowance for doubtful accounts of $7,390 and $6,739,    respectively		264,076			243,900
Contract asset		11,942			—
Prepaid expenses and other current assets		35,559			38,742
Prepaid income taxes		—			12,166
Restricted cash		543			592
Total current assets		386,197			359,457
Property, plant and equipment:
Land		2,655			2,655
Building and improvements		61,354			59,935
Equipment, furniture, and fixtures		144,825			138,747
		208,834			201,337
Less: accumulated depreciation		(106,840	)		(100,381	)
Net property, plant and equipment		101,994			100,956
Deferred income taxes		2,041			2,324
Contract asset		22,076			—
Goodwill (Note 4)		3,711,181			3,707,823
Intangible and other assets, net of accumulated amortization of $1,011,145 and $953,957,    respectively		1,326,095			1,368,956
Total assets	$	5,549,584		$	5,539,516
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long-term debt (Note 3)	$	37,338		$	37,863
Accounts payable		17,637			27,087
Income taxes payable		16,182			6,031
Accrued employee compensation and benefits		42,193			96,016
Interest payable		7,620			16,425
Other accrued expenses		60,875			55,637
Deferred revenue		193,024			204,601
Total current liabilities		374,869			443,660
Long-term debt, net of current portion (Note 3)		1,949,232			2,007,332
Other long-term liabilities		120,621			118,679
Deferred income taxes		288,954			283,457
Total liabilities		2,733,676			2,853,128
Commitments and contingencies (Note 9)
Stockholders’ equity (Note 6):
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized; no shares issued		—			—
Class A non-voting common stock, $0.01 par value per share, 5,000,000 shares authorized;    no shares issued		—			—
Common stock, $0.01 par value per share, 400,000,000 shares authorized;  209,375,921 shares    and 208,109,294 shares issued, respectively, and 207,802,582 shares and 206,535,955 shares    outstanding, respectively, of which 938 and 1,126 are unvested, respectively		2,094			2,081
Additional paid-in capital		2,057,757			2,018,106
Accumulated other comprehensive loss		(77,438	)		(82,655	)
Retained earnings		851,495			766,856
		2,833,908			2,704,388
Less: cost of common stock in treasury, 1,573,339 shares		(18,000	)		(18,000	)
Total stockholders’ equity		2,815,908			2,686,388
Total liabilities and stockholders’ equity	$	5,549,584		$	5,539,516

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

3

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(In thousands, except per share data) (Unaudited)

	Three Months Ended March 31,
	2018			2017
Revenues:
Software-enabled services	$	294,803		$	276,452
License, maintenance and related		127,126			131,247
Total revenues		421,929			407,699
Cost of revenues:
Software-enabled services		167,416			154,006
License, maintenance and related		62,164			63,453
Total cost of revenues		229,580			217,459
Gross profit		192,349			190,240
Operating expenses:
Selling and marketing		31,150			30,242
Research and development		38,919			38,449
General and administrative		35,433			31,832
Total operating expenses		105,502			100,523
Operating income		86,847			89,717
Interest expense, net		(25,354	)		(29,020	)
Other income (expense), net		438			(71	)
Loss on extinguishment of debt		—			(2,326	)
Income before income taxes		61,931			58,300
Provision for income taxes		10,681			10,153
Net income	$	51,250		$	48,147
Basic earnings per share	$	0.25		$	0.24
Diluted earnings per share	$	0.24		$	0.23
Basic weighted average number of common shares outstanding		206,993			203,376
Diluted weighted average number of common and common equivalent shares outstanding		217,656			209,704
Cash dividends declared and paid per common share	$	0.07		$	0.0625
Net income	$	51,250		$	48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		5,217			10,779
Total comprehensive income, net of tax		5,217			10,779
Comprehensive income	$	56,467		$	58,926

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

4

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands) (Unaudited)

	Three Months Ended March 31,
	2018			2017
Cash flow from operating activities:
Net income	$	51,250		$	48,147
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		61,372			58,557
Stock-based compensation expense		12,702			10,900
Amortization and write-offs of loan origination costs		2,626			2,656
Loss on extinguishment of debt		—			2,326
Loss on sale or disposition of property and equipment		28			10
Deferred income taxes		(12,425	)		(7,295	)
Provision for doubtful accounts		44			1,154
Changes in operating assets and liabilities, excluding effects from acquisitions:
Accounts receivable		(19,818	)		(7,087	)
Prepaid expenses and other assets		(30	)		(2,532	)
Contract assets		26,847			—
Accounts payable		(10,548	)		6,106
Accrued expenses		(54,389	)		(72,908	)
Income taxes prepaid and payable		19,680			5,077
Deferred revenue		(7,395	)		12,777
Net cash provided by operating activities		69,944			57,888
Cash flow from investing activities:
Additions to property and equipment		(7,163	)		(5,990	)
Cash paid for business acquisitions, net of cash acquired		(191	)		1,805
Additions to capitalized software		(3,945	)		(3,277	)
Net cash used in investing activities		(11,299	)		(7,462	)
Cash flow from financing activities:
Cash received from debt borrowings		45,000			45,000
Repayments of debt		(106,250	)		(105,200	)
Proceeds from exercise of stock options		29,132			14,017
Withholding taxes paid related to equity award net share settlement		(2,171	)		(589	)
Fees paid for debt extinguishment		—			(1,363	)
Dividends paid on common stock		(14,504	)		(12,715	)
Net cash used in financing activities		(48,793	)		(60,850	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		119			1,663
Net increase (decrease) in cash, cash equivalents and restricted cash		9,971			(8,761	)
Cash, cash equivalents and restricted cash, beginning of period		64,649			119,674
Cash, cash equivalents and restricted cash, end of period	$	74,620		$	110,913

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

5

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1—Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles were applied on a basis consistent with those of the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2018 (the “2017 Form 10-K”). In the opinion of the Company, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments, except as noted elsewhere in the notes to the Condensed Consolidated Financial Statements) necessary for a fair statement of its financial position as of March 31, 2018, the results of its operations for the three months ended March 31, 2018 and 2017 and its cash flows for the three months ended March 31, 2018 and 2017. Certain prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect total revenues, operating income or net income.  These statements do not include all of the information and footnotes required by GAAP for annual financial statements. The Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited Consolidated Financial Statements and footnotes as of and for the year ended December 31, 2017, which were included in the 2017 Form 10-K. The December 31, 2017 Consolidated Balance Sheet data were derived from audited financial statements but do not include all disclosures required by GAAP for annual financial statements. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the expected results for any subsequent quarters or the full year.  

In connection with the adoption of ASC 606, the Company revised its presentation of revenues to illustrate its two primary sources of revenues: software-enabled services revenues and license, maintenance and other related revenues. The Company believes its prior presentation of recurring and non-recurring revenue streams is no longer useful, as the license portion of revenue from multi-year term license agreements is now recognized up-front and is no longer annually recurring in nature.  

Recently Adopted Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Accounting Standards Codification (“ASC”) Topic 230, Statement of Cash Flow, and other Topics.  ASU 2016-15 is effective for the Company for its first quarter of fiscal 2018 and the guidance requires application using a retrospective method.  The impact of the Company’s adoption of ASU 2016-15 to the Company’s Condensed Consolidated Financial Statements was to reflect the presentation of debt prepayment or debt extinguishment costs as cash outflows from financing activities within the Company’s Condensed Consolidated Statement of Cash Flows.  The Company adopted ASU 2016-15, which did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU, Revenue from Contracts with Customers (Topic 606). ASC 606 supersedes the revenue recognition requirements in ASC 605 and 985 and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method.  See Note 2 for further details.

Recent Accounting Pronouncements Not Yet Effective

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company for its first quarter of fiscal 2020 and earlier adoption is permitted beginning in the first quarter of fiscal 2019. Application of the ASU is through a cumulative-effect adjustment to retained earnings as of the effective date.  The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s Condensed Consolidated Financial Statements.  This ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU.Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases

6

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

existing at the time of adoption.  ASU 2016-02 is effective for the Company for its first quarter of fiscal 2019 and earlier adoption is permitted.  The impact of the Company’s adoption of ASU 2016-02 to the Company’s Condensed Consolidated Financial Statements will be to recognize the majority of the Company’s operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in a material increase in the assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheet.  The Company is continuing its assessment, which may identify additional impacts this ASU will have on the Company’s Condensed Consolidated Financial Statements and related disclosures and internal controls over financial reporting.

Note 2—Revenues

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method for those contracts which were not completed as of the date of adoption.  Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts continue to be reported in accordance with ASC 605 and 985. The most significant impact of the standard to the Company relates to the timing of revenue recognition for arrangements involving term licenses. Under ASC 606, the Company is required to recognize term license revenues upon the transfer of the license and recognize the associated maintenance revenues over the contract period, as opposed to the Company’s prior practice of recognizing both the term license and maintenance revenues ratably over the contract period. In addition, the Company is required to capitalize and amortize incremental costs of obtaining a contract, such as certain sales commission costs, over the expected customer relationship period if the Company expects to recover those costs. The Company previously expensed these costs over the length of the initial contract excluding any renewals.

The Company recorded an increase to retained earnings of $65.8 million, or $47.9 million net of tax, as of January 1, 2018 due to the cumulative impact of adopting ASC 606, with the impact primarily related to the Company’s term license revenues.  The impact to revenues for the three months ended March 31, 2018 related to these adjustments was a decrease of $11.8 million.

The impact of adoption of ASC 606 on the Company’s Condensed Consolidated Statement of Comprehensive Income was as follows (in thousands):

	For the Three Months Ended March 31, 2018
	As Reported		Balance without adoption of ASC 606		Effect of Change
Revenues:
License, maintenance and related	$	127,126	$	122,128	$	4,998
Operating expenses:
Selling and marketing	$	31,150	$	31,748	$	(598	)

The impact of adoption of ASC 606 on the Company’s Condensed Consolidated Balance Sheet was as follows (in thousands):

	As of March 31, 2018
	As Reported		Balance without adoption of ASC 606		Effect of Change
Assets:
Accounts receivable, net	$	264,076	$	265,272	$	(1,196	)
Contract asset (current)		11,942		-		11,942
Prepaid expenses and other current assets		35,559		31,943		3,616
Contract asset (non-current)		22,076		-		22,076
Liabilities:
Deferred revenue	$	193,024	$	230,504	$	(37,480	)
Other long-term liabilities		120,621		118,115		2,506

The adoption of ASC 606 had no impact on the Company’s total cash flows from operations.

Revenue Recognition

Software-enabled Services Revenue

7

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

The Company primarily offers software-enabled outsourcing services in which the Company utilizes its own software to offer comprehensive fund administration services for alternative investment managers, including fund manager services, transfer agency services, funds-of-funds services, tax processing and accounting. The Company also offers subscription-based on-demand software applications that are managed and hosted at the Company’s facilities. The software-enabled services arrangements provide an alternative for clients who do not wish to install, run and maintain complicated financial software. Under these arrangements, the client does not have the right to take possession of the software, rather, 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.

Software-enabled services are generally provided under contracts with initial terms of one to five years that require monthly or quarterly payments, and are subject to automatic annual renewal at the end of the initial term unless terminated by either party.

In software-enabled services arrangements, the arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (i.e. distinct months of service).  The Company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the distinct periods of service based on usage or summarization of account information.  These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved.  Revenue is generally recognized over the period the services are provided, which results in revenue recognition that corresponds with the value to the client of the services transferred to date relative to the remaining services promised.

License, Maintenance and Related Revenue Agreements

The Company generates revenues in the form of software license fees and related maintenance and services fees. License fees include perpetual license fees and term license fees which differ mainly in the duration over which the customer benefits from the software. Maintenance and services primarily consist of fees for maintenance services (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services which focus on both deployment and training the Company’s customers to fully leverage the use of its products although the user can benefit from the software without the Company’s assistance.

Under ASC 606, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.

Software license performance obligations are functional intellectual property that are distinct as the user can benefit from the software on its own as defined under ASC 606.  Software license revenues are recognized at the point of time when the software license has been delivered.  Term license fees are typically due in annual installments at the beginning of each annual period and we record a contract asset for amounts recognized as revenue in excess of amounts billed.

The Company recognizes revenues from maintenance ratably over the term of the underlying maintenance contract term because the Company transfers control evenly by providing a stand-ready service. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the term with the revenues recognized ratably over the term.

Revenues from professional services consist mostly of services provided on a time and materials basis. The performance obligations are satisfied, and revenues are recognized, over time as the services are provided.

In contracts with multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of total consideration of the contract. Standalone selling price is determined utilizing observable prices to the extent available.  If the standalone selling price for a performance obligation is not directly observable, the Company estimates it maximizing the use of observable inputs.  For maintenance and support, the Company determines the standalone selling price based on the price at which the Company separately sells a renewal contract and the economic relationship between licenses and maintenance. The Company determines the standalone selling price for sales of licenses using the residual approach. For professional services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services.

8

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

The Company occasionally enters into license agreements requiring significant customization of the Company’s softwarewhich are not material to the Company’s results of operations. The Company accounts for the license and professional service fees under these agreements as a single performance obligation, recognized over time using an input method during the development of the license. 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.

Accounts Receivable, net is primarily comprised of billed and unbilled receivables for which we have an unconditional right to consideration, net of an allowance for doubtful accounts.

Deferred revenues represent mostly unrecognized fees billed or collected for maintenance and professional services. Deferred revenues are recognized as (or when) the Company performs under the contract. Deferred revenues are recorded on a net basis with contract assets at the contract level.  Accordingly, approximately $29.3 million of deferred revenue is presented net within contract assets arising from the same contracts.  The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $76.5 million for the three months ended March 31, 2018.

As of March 31, 2018, revenue of approximately $266.3 million is expected to be recognized from remaining performance obligations for license, maintenance and related revenues, of which $174.1 million is expected to be recognized over the next twelve months.  Software-enabled services are generally provided under contracts which are cancelable with 90 days’ notice.

Revenue Disaggregation

The following table disaggregates our revenues by geography (in thousands):

	Three Months Ended March 31,
	2018		2017 (1)
United States	$	302,703	$	296,836
United Kingdom		32,011		27,543
Asia-Pacific and Japan		28,988		26,449
Europe, excluding United Kingdom		27,808		24,876
Canada		18,318		20,628
Americas, excluding United States and Canada		12,101		11,367
Total	$	421,929	$	407,699

(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.

The following table disaggregates our revenues by source (in thousands):

	Three Months Ended March 31,
	2018		2017 (1)
Software-enabled services	$	294,803	$	276,452
Maintenance and term licenses		107,756		110,557
Perpetual licenses		4,400		2,828
Professional services		14,970		17,862
Total	$	421,929	$	407,699

(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.

Costs of Revenues

9

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

Costs of revenues include all costs, including depreciation and amortization, incurred to produce revenues. Incremental costs of obtaining a contract (e.g., sales commissions) are capitalized and amortized on a basis consistent with the pattern of transfer of goods or services to the customer to which the asset relates over the expected customer relationship period if the Company expects to recover those costs. The Company previously expensed these costs over the length of the initial contract excluding any renewals. The expected customer relationship period is determined based on average historical customer relationship periods, including expected renewals. Expected renewal periods are only included in the expected customer relationship period if commission amounts paid upon renewal are not commensurate with amounts paid on the initial contract. Incremental costs of obtaining a contract include only those costs the Company incurs to obtain a contract that it would not have incurred if the contract had not been obtained. The Company has determined that certain commissions programs meet the requirements to be capitalized.  Certain sales commissions associated with multi-year contracts are subject to an employee service requirement. As an action other than each party approving the contract is required to trigger payment of these sales commissions, they are not considered incremental costs to obtain a contract and are expensed as incurred.These costs are included in selling, general and administrative expenses.

Practical Expedients

The Company applies a practical expedient to expense sales commissions as incurred when the amortization period would have been one year or less.

As a practical expedient, the Company does not account for significant financing components if the period between when the Company transfers the promised product or service to the client and when the client pays for that product or service will be one year or less.  

For the Company’s software-enabled services contracts which are cancelable with 90 days’ notice, the Company uses the practical expedient applicable to such contracts and has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue.

The Company records revenue net of any taxes assessed by governmental authorities.

Note 3—Debt

At March 31, 2018 and December 31, 2017, debt consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Senior secured credit facilities, weighted-average interest rate of 4.05% and 3.75%, respectively	$	1,430,925		$	1,492,175
5.875% senior notes due 2023		600,000			600,000
Unamortized original issue discount and debt issuance costs		(44,355	)		(46,980	)
		1,986,570			2,045,195
Less current portion of long-term debt		37,338			37,863
Long-term debt	$	1,949,232		$	2,007,332

Fair value of debt. The carrying amounts and fair values of financial instruments are as follows (in thousands):

	March 31, 2018				December 31, 2017
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial liabilities:
Senior secured credit facilities	$	1,430,925	$	1,436,911	$	1,492,175	$	1,500,761
5.875% senior notes due 2023		600,000		630,660		600,000		631,313

The above fair values, which are Level 2 liabilities, were computed based on comparable quoted market prices. The fair values of cash, accounts receivable, net, short-term borrowings, and accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.

10

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

Note 4—Goodwill

The change in carrying value of goodwill as of and for the three months ended March 31, 2018 is as follows (in thousands):

Balance at December 31, 2017	$	3,707,823
Adjustments to prior acquisitions		208
Effect of foreign currency translation		3,150
Balance at March 31, 2018	$	3,711,181

Note 5—Earnings per Share

Earnings per share (“EPS”) is calculated in accordance with the relevant standards. Basic EPS includes no dilution and is computed by dividing net income available to the Company’s common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares consist of stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) using the treasury stock method. Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of including such common equivalent shares is anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period.

The following table sets forth the computation of basic and diluted EPS (in thousands, except per share amounts):

	For the Three Months Ended March 31,
	2018		2017
Net income	$	51,250	$	48,147
Shares:
Weighted average common shares outstanding — used in calculation of basic EPS		206,993		203,376
Weighted average common stock equivalents — options and restricted shares		10,663		6,328
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS		217,656		209,704
Earnings per share - Basic	$	0.25	$	0.24
Earnings per share - Diluted	$	0.24	$	0.23

11

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

Weighted average stock options and SARs representing 182,333 and 14,455,614 shares were outstanding for the three months ended March 31, 2018 and 2017, respectively, but were not included in the computation of diluted EPS because the effect of including them would be anti-dilutive.  

Dividends. In 2018, the Company paid a quarterly cash dividend of $0.07 per share of common stock on March 15, 2018 to stockholders of record as of the close of business on March 1, 2018 totaling $14.5 million.   In 2017, the Company paid a quarterly cash dividend of $0.0625 per share of common stock on March 15, 2017 to stockholders of record as of the close of business on March 1, 2017, totaling $12.7 million.

Note 6—Equity and Stock-based Compensation

Total stock options, SARs, RSUs and RSAs. The amount of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Comprehensive Income for three months ended March 31, 2018 and 2017 was as follows (in thousands):

	For the Three Months Ended March 31,
Consolidated Statements of Comprehensive Income Classification	2018		2017
Cost of software-enabled services	$	3,544	$	2,729
Cost of license, maintenance and other related		1,094		1,106
Total cost of revenues		4,638		3,835
Selling and marketing		2,682		2,673
Research and development		2,083		1,987
General and administrative		3,299		2,405
Total operating expenses		8,064		7,065
Total stock-based compensation expense	$	12,702	$	10,900

The following table summarizes stock option and SAR activity as of and for the three months ended March 31, 2018:

	Shares
Outstanding at December 31, 2017		31,339,515
Granted		347,500
Cancelled/forfeited		(218,882	)
Exercised		(1,413,744	)
Outstanding at March 31, 2018		30,054,389

The following table summarizes RSU activity as of and for the three months ended March 31, 2018:

	Shares
Outstanding at December 31, 2017		183,076
Granted		24,923
Cancelled/forfeited		(556	)
Vested		(14,628	)
Outstanding at March 31, 2018		192,815

Note 7—Income Taxes

The effective tax rate was 17.2% and 17.4% for the three months ended March 31, 2018 and 2017, respectively.  The change in the effective tax rate for the three months ended March 31, 2018 was primarily due to the decrease in the domestic statutory tax rate from 35% to 21%, offset partially by the unfavorable impact of a tax on Global Intangible Low-Taxed Income (“GILTI”).  Both the domestic statutory tax rate decrease and GILTI tax became effective January 1, 2018 as a result of the Tax Cut and Jobs Act of 2017 (“Tax Act”) enacted into law in the U.S. on December 22, 2017.  In December 2017, the SEC Staff issued Staff Accounting Bulletin

12

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

No. 118 (“SAB 118”) to provide guidance on how to implement the accounting required as a result of the Tax Act.  Due to the complexity of the Tax Act, SAB 118 allowed companies to record provisional amounts, or reasonable estimates of the tax effects of the Act during a measurement period not to exceed one year beyond the enactment date.  Accordingly, we provided provisional amounts for the period ending December 31, 2017 relating to the deemed repatriation provisions, revaluation of deferred taxes, other international provisions and the related state tax impacts.  We have not yet completed our accounting related to these items and we did not record any significant adjustments related to our provisional amounts during the period ending March 31, 2018.  We will continue to analyze the provisional amounts in conjunction with guidance issued by the Department of Treasury in order to complete our accounting during the measurement period.

Note 8—Acquisitions

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisitions of CommonWealth Fund Services Ltd. and Modestspark occurred on January 1, 2016. This unaudited pro forma information (in thousands, except per share data) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

	For the Three Months Ended March 31,
	2017
Revenues	$	411,045
Net income	$	50,482
Basic EPS	$	0.25
Diluted EPS	$	0.24
Basic weighted average number of common shares outstanding		203,376
Diluted weighted average number of common and common equivalent shares outstanding		209,704

Note 9—Commitments and Contingencies

From time to time, the Company is subject to legal proceedings and claims. In the opinion of the Company's management, the Company is not involved in any litigation or proceedings that would have a material adverse effect on the Company or its business.

Note 10—Supplemental Guarantor Financial Statements

On July 8, 2015, the Company issued $600.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes are jointly and severally and fully and unconditionally guaranteed, in each case subject to certain customary release provisions, by substantially all wholly-owned domestic subsidiaries of the Company that guarantee the Company’s Amended Senior Secured Credit Agreement (collectively “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 Notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the Amended Senior Secured Credit Agreement. 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.  

13

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

Condensed consolidating financial information as of March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018and 2017 are presented.  The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):

	March 31, 2018
	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
Cash and cash equivalents	$	—	$	10,952	$	63,125	$	—		$	74,077
Accounts receivable, net		—		177,378		86,698		—			264,076
Contract asset		—		11,156		786		—			11,942
Prepaid expenses and other current assets		—		16,100		19,459		—			35,559
Restricted cash		—		543		—		—			543
Net property, plant and equipment		—		61,058		40,936		—			101,994
Investment in subsidiaries		3,512,062		982,351		—		(4,494,413	)		—
Intercompany receivables		—		265,532		116,137		(381,669	)		—
Deferred income taxes, long-term		—		—		2,041		—			2,041
Long-term contract asset		—		21,406		670		—			22,076
Goodwill, intangible and other assets, net		—		3,836,385		1,200,891		—			5,037,276
Total assets	$	3,512,062	$	5,382,861	$	1,530,743	$	(4,876,082	)	$	5,549,584
Current portion of long-term debt		—		12,199		25,139		—			37,338
Accounts payable		—		8,441		9,196		—			17,637
Accrued expenses		7,344		57,597		45,747		—			110,688
Income taxes payable		—		13,140		3,042		—			16,182
Deferred revenue		—		163,056		29,968		—			193,024
Long-term debt, net of current portion		600,000		1,154,848		194,384		—			1,949,232
Other long-term liabilities		—		83,125		37,496		—			120,621
Intercompany payables		88,810		116,137		176,722		(381,669	)		—
Deferred income taxes, long-term		—		262,256		26,698		—			288,954
Total liabilities		696,154		1,870,799		548,392		(381,669	)		2,733,676
Total stockholders’ equity		2,815,908		3,512,062		982,351		(4,494,413	)		2,815,908
Total liabilities and stockholders’ equity	$	3,512,062	$	5,382,861	$	1,530,743	$	(4,876,082	)	$	5,549,584

14

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

	December 31, 2017
	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
Cash and cash equivalents	$	—	$	21,191	$	42,866	$	—		$	64,057
Accounts receivable, net		—		173,997		69,903		—			243,900
Prepaid expenses and other current assets		—		19,770		18,972		—			38,742
Prepaid income taxes		—		6,366		5,800		—			12,166
Restricted cash		—		592		—		—			592
Net property, plant and equipment		—		60,774		40,182		—			100,956
Investment in subsidiaries		3,373,730		938,794		—		(4,312,524	)		—
Intercompany receivables		—		199,503		74,005		(273,508	)		—
Deferred income taxes, long-term		—		—		2,324		—			2,324
Goodwill, intangible and other assets, net		—		3,871,503		1,205,276		—			5,076,779
Total assets	$	3,373,730	$	5,292,490	$	1,459,328	$	(4,586,032	)	$	5,539,516
Current portion of long-term debt		—		12,626		25,237		—			37,863
Accounts payable		—		19,223		7,864		—			27,087
Accrued expenses		16,157		96,540		55,381		—			168,078
Income taxes payable		—		—		6,031		—			6,031
Deferred revenue		—		182,181		22,420		—			204,601
Long-term debt, net of current portion		600,000		1,197,576		209,756		—			2,007,332
Other long-term liabilities		—		82,239		36,440		—			118,679
Intercompany payables		71,185		74,005		128,318		(273,508	)		—
Deferred income taxes, long-term		—		254,370		29,087		—			283,457
Total liabilities		687,342		1,918,760		520,534		(273,508	)		2,853,128
Total stockholders’ equity		2,686,388		3,373,730		938,794		(4,312,524	)		2,686,388
Total liabilities and stockholders’ equity	$	3,373,730	$	5,292,490	$	1,459,328	$	(4,586,032	)	$	5,539,516

	For the Three Months Ended March 31, 2018
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Revenues	$	—		$	287,651		$	134,453		$	(175	)	$	421,929
Cost of revenues		—			149,678			80,077			(175	)		229,580
Gross profit		—			137,973			54,376			—			192,349
Operating expenses:
Selling and marketing		—			22,025			9,125			—			31,150
Research and development		—			27,289			11,630			—			38,919
General and administrative		—			26,690			8,743			—			35,433
Total operating expenses		—			76,004			29,498			—			105,502
Operating income		—			61,969			24,878			—			86,847
Interest expense, net		(8,813	)		(12,267	)		(4,274	)		—			(25,354	)
Other (expense) income, net		—			(18,846	)		19,284			—			438
Earnings from subsidiaries		60,063			33,480			—			(93,543	)		—
Income before income taxes		51,250			64,336			39,888			(93,543	)		61,931
Provision for income taxes		—			4,273			6,408			—			10,681
Net income	$	51,250		$	60,063		$	33,480		$	(93,543	)	$	51,250
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		5,217			5,217			7,386			(12,603	)		5,217
Comprehensive income	$	56,467		$	65,280		$	40,866		$	(106,146	)	$	56,467

15

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

	For the Three Months Ended March 31, 2017
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Revenues	$	—		$	286,034		$	122,100		$	(435	)	$	407,699
Cost of revenues		—			144,757			73,137			(435	)		217,459
Gross profit		—			141,277			48,963			—			190,240
Operating expenses:
Selling and marketing		—			22,625			7,617			—			30,242
Research and development		—			27,169			11,280			—			38,449
General and administrative		—			22,608			9,224			—			31,832
Total operating expenses		—			72,402			28,121			—			100,523
Operating income		—			68,875			20,842			—			89,717
Interest expense, net		(8,813	)		(15,004	)		(5,203	)		—			(29,020	)
Other (expense) income, net		—			(17,731	)		17,660			—			(71	)
Loss on extinguishment of debt		—			(1,743	)		(583	)		—			(2,326	)
Earnings from subsidiaries		56,960			28,629			—			(85,589	)		—
Income before income taxes		48,147			63,026			32,716			(85,589	)		58,300
Provision for income taxes		—			6,066			4,087			—			10,153
Net income	$	48,147		$	56,960		$	28,629		$	(85,589	)	$	48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		10,779			10,779			10,109			(20,888	)		10,779
Comprehensive income	$	58,926		$	67,739		$	38,738		$	(106,477	)	$	58,926

16

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

	For the Three Months Ended March 31, 2018
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Cash Flow from Operating Activities:
Net income	$	51,250		$	60,063		$	33,480		$	(93,543	)	$	51,250
Non-cash adjustments		—			48,163			16,184			—			64,347
Intercompany transactions		17,626			(22,927	)		5,301			—			—
Earnings from subsidiaries		(60,063	)		(33,480	)		—			93,543			—
Changes in operating assets and liabilities		(8,813	)		(22,644	)		(14,196	)		—			(45,653	)
Net cash provided by operating activities		—			29,175			40,769			—			69,944
Cash Flow from Investment Activities:
Additions to property and equipment		—			(4,173	)		(2,990	)		—			(7,163	)
Cash paid for business acquisitions, net of cash acquired		—			—			(191	)		—			(191	)
Additions to capitalized software		—			(2,689	)		(1,256	)		—			(3,945	)
Net cash used in investing activities		—			(6,862	)		(4,437	)		—			(11,299	)
Cash Flow from Financing Activities:
Cash received from debt borrowings		—			45,000			—			—			45,000
Repayments of debt		—			(90,250	)		(16,000	)		—			(106,250	)
Transactions involving Holding's common stock		—			12,457			—			—			12,457
Intercompany transactions		—			192			(192	)		—			—
Net cash used in financing activities		—			(32,601	)		(16,192	)		—			(48,793	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			119			—			119
Net increase (decrease) in cash, cash equivalents and restricted cash		—			(10,288	)		20,259			—			9,971
Cash, cash equivalents and restricted cash, beginning of period		—			21,783			42,866			—			64,649
Cash, cash equivalents and restricted cash, end of period	$	—		$	11,495		$	63,125		$	—		$	74,620

17

SS&C TECHNOLOGIES HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – Continued

(Unaudited)

	For the Three Months Ended March 31, 2017
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Cash Flow from Operating Activities:
Net income	$	48,147		$	56,960		$	28,629		$	(85,589	)	$	48,147
Non-cash adjustments		—			51,401			16,907			—			68,308
Intercompany transactions		17,625			(12,791	)		(4,834	)		—			—
Earnings from subsidiaries		(56,960	)		(28,629	)		—			85,589			—
Changes in operating assets and liabilities		(8,812	)		(36,492	)		(13,263	)		—			(58,567	)
Net cash provided by operating activities		—			30,449			27,439			—			57,888
Cash Flow from Investment Activities:
Additions to property and equipment		—			(5,027	)		(963	)		—			(5,990	)
Cash paid for business acquisitions, net of cash acquired		—			1,802			3			—			1,805
Additions to capitalized software		—			(2,331	)		(946	)		—			(3,277	)
Net cash used in investing activities		—			(5,556	)		(1,906	)		—			(7,462	)
Cash Flow from Financing Activities:
Cash received from debt borrowings		—			45,000			—			—			45,000
Repayments of debt		—			(77,200	)		(28,000	)		—			(105,200	)
Transactions involving Holding's common stock		—			713			—			—			713
Fees paid for debt extinguishment		—			(943	)		(420	)		—			(1,363	)
Intercompany transactions		—			60			(60	)		—			—
Net cash used in financing activities		—			(32,370	)		(28,480	)		—			(60,850	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			1,663			—			1,663
Net decrease in cash, cash equivalents and restricted cash		—			(7,477	)		(1,284	)		—			(8,761	)
Cash, cash equivalents and restricted cash, beginning of period		—			35,511			84,163			—			119,674
Cash, cash equivalents and restricted cash, end of period	$	—		$	28,034		$	82,879		$	—		$	110,913

Note 11—Subsequent Events

Equity offering.  In April 2018, the Company completed a public offering of its common stock.  The offering included 30,262,250 newly issued shares of common stock sold by the Company at an offering price to the public of $47.50 per share for which the Company received total net proceeds of approximately $1.4 billion.

Acquisition of DST Systems, Inc. On April 16, 2018, the Company purchased all of the outstanding stock of DST Systems, Inc. (“DST”) for approximately $5.0 billion in cash, plus the costs, fees, expenses and debt assumed in connection with the transaction. In connection with this acquisition, the Company entered into an amended and restated senior secured credit facility pursuant to which the Company borrowed an aggregate of approximately $7.4 billion (approximately $524.5 million of which was rolled over from the Company’s existing credit facility). A portion of these proceeds was used to repay the Company’s Senior Notes and the remaining amounts outstanding under the Company’s existing credit facility.  In addition, the amended and restated senior secured credit facility includes an undrawn revolving credit facility of $250.0 million.  DST is a global provider of specialized technology, strategic advisory and business operations outsourcing to the financial services and healthcare industries.  The net assets and results of operations of DST will be included in the Company’s consolidated financial statements from April 16, 2018.  The relevant business combination disclosures will be included in the Company’s consolidated financial statements once preliminary accounting has been completed.

18

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

This Management's Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to provide readers of our Condensed Consolidated Financial Statements with the perspectives of management. It presents, in narrative form, information regarding our financial condition, results of operations, liquidity and certain other factors that may affect our future results. It should be read in conjunction with our 2017 Form 10-K and the Condensed Consolidated Financial Statements included in this Form 10-Q.

Critical Accounting Policies

Certain of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our Condensed 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. Actual results may differ significantly from the estimates contained in our Condensed Consolidated Financial Statements. There have been no material changes to our critical accounting estimates and assumptions or the judgments affecting the application of those estimates and assumptions since the filing of our 2017 Form 10-K. Our critical accounting policies are described in the 2017 Form 10-K and include:

• Revenue Recognition

• Long-Lived Assets, Intangible Assets and Goodwill

• Acquisition Accounting

• Stock-based Compensation

• Income Taxes

Acquisition of DST Systems, Inc.

On April 16, 2018, the Company purchased all of the outstanding stock of DST Systems, Inc. (“DST”) for approximately $5.0 billion in cash, plus the costs, fees, expenses and debt assumed in connection with the transaction. In connection with this acquisition, the Company entered into an amended and restated senior secured credit facility pursuant to which the Company borrowed an aggregate of approximately $7.4 billion (approximately $524.5 million of which was rolled over from the Company’s existing credit facility).  A portion of these proceeds was used to repay the Company’s Senior Notes and the remaining amounts outstanding under the Company’s existing credit facility.  In addition, the amended and restated senior secured credit facility includes an undrawn revolving credit facility of $250.0 million.DST is a global provider of specialized technology, strategic advisory and business operations outsourcing to the financial services and healthcare industries.  The net assets and results of operations of DST will be included in the Company’s consolidated financial statements from April 16, 2018.  The relevant business combination disclosures will be included in the Company’s consolidated financial statements once preliminary accounting has been completed.

Results of Operations

We derive our revenue from two sources: software-enabled services revenues and license, maintenance and related revenues. See Note 1 to our Condensed Consolidated Financial Statements for discussion of the change in revenue presentation compared to prior periods.  As a general matter, fluctuations in our software-enabled services revenues are attributable to the number of new software-enabled services clients as well as total assets under management in our clients’ portfolios and the number of outsourced transactions provided to our existing clients. License, maintenance and related revenues consist of term and perpetual license fees, maintenance fees and professional services.  Maintenance revenues vary based on customer retention and on the annual increases in fees, which are generally tied to the consumer price index. License and professional services revenues tend to fluctuate based on the number of new licensing clients, the timing and terms of contract renewals and demand for consulting services.

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Revenues

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

	Three Months Ended March 31,
	2018			2017
Revenues:
Software-enabled services		70	%		68	%
License, maintenance and related		30			32
Total revenues		100	%		100	%

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

	Three Months Ended March 31,				Percent Change from Prior Period
	2018		2017
Revenues:
Software-enabled services	$	294,803	$	276,452		7	%
License, maintenance and related		127,126		131,247		(3	)
Total revenues	$	421,929	$	407,699		3

Three Months Ended March 31, 2018 and 2017. Our revenues increased $14.2 million or 3.5%.  Revenues increased primarily due to increased demand for our software-enabled services.  Our acquisitions, which included CommonWealth Fund Services Ltd. (“CommonWealth”) in the fourth quarter of 2017, contributed $1.8 million in revenues and the favorable impact from foreign currency translation added $3.3 million, which resulted primarily from the strength of the U.S. dollar relative to the British Pound, the Euro and the Canadian dollar.  Software-enabled services revenues increased $18.4 million or 6.6% primarily due to a continued increase in demand for our fund administration services as well as services for advisory and wealth managers.  Acquisitions contributed $1.8 million and the favorable impact from foreign currency translation was $1.8 million.  License, maintenance and related revenues decreased $4.1 million or 3.1% primarily due to lower demand for professional services and the impact on term licenses as a result of the implementation of ASC 606.  Offsetting the overall decrease in license, maintenance and related revenues was an increase of $1.5 million due to the favorable impact from foreign currency translation.

Cost of Revenues

Cost of software-enabled services revenues consists primarily of costs related to personnel utilized in servicing our software-enabled services and amortization of intangible assets. Cost of license, maintenance and other related revenues consists primarily of the cost related to personnel utilized in servicing our maintenance contracts and to provide implementation, conversion and training services to our software licensees, as well as system integration and custom programming consulting services and amortization of intangible assets.

The following tables set forth each of the following cost of revenues as a percentage of their respective revenue source for the periods indicated:

	Three Months Ended March 31,
	2018			2017
Cost of revenues:
Cost of software-enabled services		57	%		56	%
Cost of license, maintenance and related		49			48
Total cost of revenues		54			53
Gross margin percentage		46			47

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The following table sets forth cost of revenues (dollars in thousands) and percent change in cost of revenues for the periods indicated:

	Three Months Ended March 31,				Percent Change from Prior Period
	2018		2017
Cost of revenues:
Cost of software-enabled services	$	167,416	$	154,006		9	%
Cost of license, maintenance and related		62,164		63,453		(2	)
Total cost of revenues	$	229,580	$	217,459		6

Three Months Ended March 31, 2018 and 2017. Our total cost of revenues increased $12.1 million or 5.6%.  Acquisitions contributed $1.3 million to the increase and the unfavorable impact from foreign currency translation added $3.6 million, which resulted primarily from the strength of the U.S. dollar relative to the British Pound, the Euro and the Canadian dollar.  Costs of software-enabled services revenues increased $13.4 million primarily due to increased personnel-related costs as well as rent and occupancy costs incurred to support the growth in software –enabled services revenues.  Acquisitions added $1.3 million and the unfavorable impact from foreign currency translation added $2.8 million.  Costs of license, maintenance and related revenues decreased $1.3 million primarily due to a decrease in personnel-related costs, offset by an increase of $0.8 million due to the unfavorable impact from foreign currency translation.  

Operating Expenses

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. Research and development expenses consist primarily of personnel costs attributable to the enhancement of existing products and the development of new software products. 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.

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

	Three Months Ended March 31,
	2018			2017
Operating expenses:
Selling and marketing		7	%		7	%
Research and development		9			10
General and administrative		9			8
Total operating expenses		25	%		25	%

The following table sets forth operating expenses (dollars in thousands) and percent change in operating expenses for the periods indicated:

	Three Months Ended March 31,				Percent Change from Prior Period
	2018		2017
Operating expenses:
Selling and marketing	$	31,150	$	30,242		3	%
Research and development		38,919		38,449		1
General and administrative		35,433		31,832		11
Total operating expenses	$	105,502	$	100,523		5

Three Months Ended March 31, 2018 and 2017. Operating expenses increased $5.0 million, or 4.9% primarily due to higher professional fees associated with the acquisition of DST, legal-related expenses and higher personnel-related costs, partially offset by a decrease in rent and occupancy costs.  Acquisitions added $0.3 million and the unfavorable impact from foreign currency translation added $1.7 million, which resulted primarily from the strength of the U.S. dollar relative to the British Pound, the Euro and the Canadian dollar.

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Comparison of the Three Months Ended March 31, 2018 and 2017 for Interest, Taxes and Other

Interest expense, net. We had net interest expense of $25.4 million in 2018 compared to $29.0 million in 2017.  The decrease in interest expense for 2018 as compared to 2017 was primarily due to a lower average debt balance as compared to the three months ended March 31, 2017. These facilities are discussed further in “Liquidity and Capital Resources”.

Other income (expense), net. We had other income, net of $0.4 million and other expense, net of less than $0.1 million for the three months ended March 31, 2018 and 2017, respectively.  Other income (expense), net consists primarily of foreign currency transaction losses in both periods.

Loss on extinguishment of debt. We recorded a $2.3 million loss on extinguishment of debt in the three months ended March 31, 2017 in connection with the amendment of our senior secured credit facility. The loss on early extinguishment of debt includes the write-off of a portion of the unamortized capitalized financing fees related to the senior secured credit facility for amounts accounted for as a debt extinguishment, as well as the new financing fees related to the senior secured credit facility for amounts accounted for as a debt modification.  

Provision for income taxes. The following table sets forth the provision for income taxes (dollars in thousands) and effective tax rates for the periods indicated:

	Three Months Ended March 31,
	2018			2017
Provision for income taxes	$	10,681		$	10,153
Effective tax rate		17	%		17	%

Our March 31, 2018 effective tax rate differs from the statutory rate of 21% primarily due to the recognition of windfall tax benefits from stock awards in the current quarter.  Our March 31, 2017 effective tax rate differs from the statutory rate of 35% primarily due to the effect of our foreign operations. While the effective tax rate for the three months ended March 31, 2018 is consistent with the effective tax rate for the three months ended March 31, 2017, the effective tax rate for the three months ended March 31, 2018 was benefitted by the decrease in statutory rate from 35% to 21%, partially offset by the unfavorable impact of a tax on Global Intangible Low-Taxed Income (“GILTI”), both as a result of the Tax Cut and Jobs Act of 2017 (“Tax Act”) that was enacted into law in the U.S. in December 2017.  Our effective tax rate benefited in prior years from the effect of operations outside the United States, which prior to 2018, were taxed at rates lower than the U.S. statutory rate.  While we have income from multiple foreign sources, the majority of our non-U.S. operations are in Canada, India and the United Kingdom, where we anticipate the statutory rates to be 26.5%, 30.5% and 19.0%, respectively, in 2018. The consolidated expected effective tax rate for the year ended December 31, 2018 is forecasted to be between 23% and 25%. A future proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.

In accordance with Staff Accounting Bulletin No. 118 (“SAB 118”) issued by the SEC Staff in December 2017, we recorded provisional estimates regarding certain provisions of the Tax Act in the period ending December 31, 2017, including the mandatory deemed repatriation provisions, revaluation of deferred taxes and related state tax impacts.  We did not make any significant adjustments to these estimates for the quarter ending March 31, 2018.  We will continue to analyze all necessary information and guidance in order to complete our accounting related to the Tax Act within the measurement period, which is not to exceed one year beyond the date of enactment.

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, to acquire complementary businesses or assets and to pay dividends on our common stock. We expect our cash on hand, cash flows from operations, and cash available under the Amended Senior Secured Credit Agreement to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for at least the next twelve months.

In April 2018, we purchased all of the outstanding stock of DST for approximately $5.0 billion in cash, plus the costs, fees, expenses and debt assumed in connection with the transaction.  We funded the acquisition and refinancing of existing debt with $7.4 billion of debt financing (of which approximately $524.5 million was rolled over from our existing credit facility) and a portion of the net proceeds from the issuance and sale of approximately $1.4 billion of our common stock.

In 2018, we paid quarterly cash dividends of $0.07 per share of common stock on March 15, 2018 to stockholders of record as of the close of business on March 1, 2018, totaling $14.5 million.  In 2017, we paid quarterly cash dividends of $0.0625 per share of common stock on March 15, 2017 to stockholders of record as of the close of business on March 1, 2017, totaling $12.7 million.

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Our cash, cash equivalents and restricted cash at March 31, 2018were $74.6million, anincrease of $10.0million from$64.6million at December 31, 2017. The increase in cash,cash equivalents and restricted cash is primarily due to cash provided by operations and proceeds from stock option exercises.  These increases were partially offset by net repayments of debt, payment of dividends and capital expenditures.

Net cash provided by operating activities was $69.9 million for the three months ended March 31, 2018.  Cash provided by operating activities primarily resulted from net income of $51.3 million adjusted for non-cash items of $64.3 million, partially offset by changes in our working capital accounts (excluding the effect of acquisitions) totaling $45.7 million. The changes in our working capital accounts were driven by decreases in accrued expenses, accounts payable and deferred revenue and an increase in accounts receivable, partially offset by changes in contract assets and income taxes prepaid and payable.  The decrease in accrued expenses was primarily due to the payment of annual employee bonuses in the first quarter of 2018.  The decrease in accounts payable was primarily due to the timing of payments.  The decrease in deferred revenue and change in contract assets was primarily due to the adoption of ASC 606.  The increase in accounts receivable was primarily due to an increase in days’ sales outstanding related to receivables for annual maintenance invoices that are typically billed in the first quarter of each year.

Investing activities used net cash of $11.3 million for the three months ended March 31, 2018, primarily related to $7.2 million in capital expenditures and $3.9 million in capitalized software development costs as well as cash paid of $0.2 million related to purchase price adjustments for prior acquisitions.

Financing activities used net cash of $48.8 million for the three months ended March 31, 2018, representing net repayments of debt totaling $61.3 million, $14.5 million in quarterly dividends paid and $2.2 million in withholding taxes paid related to equity award net share settlements, partially offset by proceeds of $29.1 million from stock option exercises.

Our cash, cash equivalents and restricted cash at March 31, 2017 were $110.9 million, a decrease of $8.8 million from $119.7 million at December 31, 2016.  The decrease in cash, cash equivalents and restricted cash is primarily due to net repayments of debt, payments of annual employee cash incentive, payment of dividends, capital expenditures and payment of withholding taxes related to equity award net share settlement. These decreases were partially offset by cash provided by operations and proceeds from stock option exercises.

Net cash provided by operating activities was $57.9 million for the three months ended March 31, 2017. Cash provided by operating activities primarily resulted from net income of $48.1 million adjusted for non-cash items of $68.3 million, partially offset by changes in our working capital accounts (excluding the effect of acquisitions) totaling $58.6 million. The changes in our working capital accounts include a decrease in accrued expenses and increases in accounts receivable and prepaid expenses and other assets.  These changes were partially offset by increases in deferred revenues and accounts payable and a change in income taxes prepaid and payable. The decrease in accrued expenses was primarily due to the payment of annual employee bonuses in the first quarter of 2017. The increase in accounts receivable was primarily due to an increase in days’ sales outstanding related to receivables within recently acquired businesses. The increase in deferred revenues was primarily due to the collection of annual maintenance fees. The increase in accounts payable was primarily due to the timing of payments.

Investing activities used net cash of $7.5 million for the three months ended March 31, 2017, primarily related to $6.0 million in capital expenditures and $3.3 million in capitalized software costs partially offset by cash received of $1.8 million related to purchase price adjustments for prior acquisitions.

Financing activities used net cash of $60.9 million for the three months ended March 31, 2017, representing net repayments of debt totaling $60.2 million, $12.7 million in quarterly dividends paid, $1.4 million in fees paid for debt extinguishment and $0.6 million in withholding taxes paid related to equity award net share settlements, partially offset by proceeds of $14.0 million from stock option exercises.

We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At March 31, 2018, we held approximately $57.2 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for foreign withholding, foreign local, or U.S. state income taxes had been made. At March 31, 2018, we held approximately $51.8 million in cash that was available to our foreign borrowers under our senior secured credit facility and will be used to facilitate debt servicing of those entities.

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.

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Senior Secured Credit Facilities

On March 2, 2017, we entered into an amendment (the “Amendment”) to our Credit Agreement (“Amended Senior Secured Credit Agreement”). Pursuant to the Amendment, the highest (non-default) interest rate margin applicable to Term Loan A was reduced from LIBOR plus 2.75% to LIBOR plus 1.75%, and the highest (non-default) interest rate margin applicable to Term Loan B was reduced from LIBOR plus 3.25% to LIBOR plus 2.25%. The LIBOR “floor” was also amended for the Term Loan A and the Term Loan B to be 0%.  No changes were made to the financial covenants, outstanding principal amounts or the scheduled amortization.

The Amendment was evaluated in accordance with FASB Accounting Standards Codification 470-50, Debt-Modifications and Extinguishments, for modification and extinguishment accounting. We accounted for the debt re-pricing as a debt modification with respect to amounts that remained obligations of the same lender in the syndicate with minor changes in cash flows and as a debt extinguishment with respect to amounts that were obligations of lenders that exited the syndicate or remained in the syndicate but experienced a change in cash flows of greater than 10%. See Note 3 to our Condensed Consolidated Financial Statements for further discussion of debt.

The Company recorded a $2.3 million loss on extinguishment of debt in the three months ended March 31, 2017 in connection with the Amendment. The loss on early extinguishment of debt includes the write-off of a portion of the unamortized capitalized financing fees related to the senior secured credit facility for amounts accounted for as a debt extinguishment, as well as new financing fees related to the Amendment for amounts accounted for as a debt modification.

As of March 31, 2018, there was $83.3 million in principal amount outstanding under the Term Loan A-1, $129.2 million in principal amount outstanding under the Term Loan A-2, $1,204.7 million in principal amount outstanding under the Term Loan B-1 and $13.7 million in principal amount outstanding under the Term Loan B-2.  In addition, the Amended Senior Secured Credit Agreement had a revolving credit facility with a five year term available for borrowings by SS&C with $149.1 million in available commitments.  The revolving credit facility also contained a $25 million letter of credit sub-facility, of which $0.9 million was outstanding as of March 31, 2018 and December 31, 2017, respectively.  As of March 31, 2018, we were in compliance with the financial and non-financial covenants under the Amended Senior Secured Credit Agreement.

On April 16, 2018, in connection with our acquisition of DST, the Company, SS&C Technologies, Inc., SS&C European Holdings S.a r.l., SS&C Technologies Holdings Europe S.a r.l., and certain of the Company’s subsidiaries, amended and restated the Amended Senior Secured Credit Agreement (as amended and restated, the “New Credit Agreement”), with Credit Suisse AG, Cayman Islands Branch acting as administrative agent and certain lenders party thereto. Pursuant to the New Credit Agreement, (i) a new $5.0 billion senior secured Term Loan B facility ( “Term Loan B-3”), was made available to, and incurred by, SS&C Technologies, Inc., (ii) a new $1.8 billion senior secured Term Loan B facility ( “Term Loan B-4”) was made available to, and incurred by, SS&C European Holdings S.a r.l., (iii) approximately $524.5 million in aggregate principal amount of the Company’s existing Term Loan B-1 and B-2 facilities borrowed under the Amended Senior Secured Credit Agreement remained outstanding and (iv) a $250.0 million senior secured revolving credit facility, or the Revolving Credit Facility, made available to SS&C Technologies, Inc., $25.0 million of which is available for letters of credit. Approximately $1.5 billion of those borrowings was used to repay the remaining existing indebtedness of the Company and the remainder was used to finance, in part, the DST acquisition.

Under the New Credit Agreement, we are required to make scheduled quarterly payments of 0.25% of the original principal amount of the Term Loans, with the balance due and payable on the seventh anniversary of its incurrence. No amortization is required under the Revolving Credit Facility.

Our obligations under the New Credit Agreement are guaranteed by (i) the Company and each of our existing and future U.S. wholly-owned restricted subsidiaries (subject to customary exceptions and limitations) and (ii) in the case of Term Loan B-4, by SS&C Technologies Holdings Europe S.a r.l. and each of our existing and future foreign wholly-owned restricted subsidiaries (subject to customary exceptions and limitations).

The obligations of the U.S. loan parties under the New Credit Agreement are secured by substantially all of the assets of such persons (subject to customary exceptions and limitations), including a pledge of all of the capital stock of substantially all of the U.S. wholly-owned restricted subsidiaries of such persons (with customary exceptions and limitations) and 65% of the capital stock of certain foreign restricted subsidiaries of such persons (with customary exceptions and limitations). All obligations of the non-U.S. loan parties under the New Credit Agreement are secured by substantially all of Holdings’ and the other guarantors’ assets (subject to customary exceptions and limitations), including a pledge of all of the capital stock of substantially all of Holdings’ wholly-owned restricted subsidiaries (with customary exceptions and limitations).

The New Credit Agreement includes negative covenants that, among other things and subject to certain thresholds and exceptions, limit our ability and the ability of our restricted subsidiaries to incur debt or liens, make investments (including in the form

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of loans and acquisitions), merge, liquidate or dissolve, sell property and assets, including capital stock of our subsidiaries, pay dividends on our capital stock or redeem, repurchase or retire our capital stock, alter the business we conduct, amend, prepay, redeem or purchase subordinated debt, or engage in transactions with our affiliates. In addition, the New Credit Agreementcontains a financial covenant requiring us to maintain a consolidated net secured leverage ratio.In addition, under the New Credit Agreement, certain defaults under agreementsgoverning other material indebtedness could result in an event of default under the New Credit Agreement, in which case the lenders could elect to accelerate paymentsunder the New Credit Agreement and terminate any commitments they have to provide future borrowings.

Senior Notes

On July 8, 2015, in connection with the acquisition of Advent, we issued $600.0 million aggregate principal amount of 5.875% Senior Notes due 2023. As of March 31, 2018, there were $600.0 million in principal amount of Senior Notes outstanding.  On April 16, 2018, in connection with our acquisition of DST, we redeemed in full all of the outstanding Senior Notes.  

The Senior Notes were guaranteed by SS&C and each of our wholly-owned domestic subsidiaries that borrowed or guaranteed obligations under the Amended Senior Secured Credit Agreement. The guarantees were full and unconditional and joint and several. The Senior Notes were unsecured senior obligations that were equal in right of payments to all existing and future senior debt, including the Amended Senior Secured Credit Agreement.

The indenture governing the Senior Notes contained a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, engage in mergers or acquisitions or engage in transactions with our affiliates.  Any event of default under the Amended Senior Secured Credit Agreement that led to an acceleration of those amounts due would also have resulted in a default under the indenture governing the Senior Notes.

Covenant Compliance

Under the Amended Senior Secured Credit Agreement, we were required to satisfy and maintain a specified financial ratio. We are required to satisfy and maintain a specified financial ratio under the New Credit Agreement as well.  Our continued ability to meet this financial ratio can be affected by events beyond our control, and we cannot assure you that we will continue to meet this ratio. Any breach of these covenants could result in an event of default under the New Credit Agreement. Upon the occurrence of any event of default under the New Credit Agreement, the lenders could elect to declare all amounts outstanding under the New Credit Agreement to be immediately due and payable and terminate all commitments to extend further credit.

Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in the Amended Senior Secured Credit Agreement and now the New Credit Agreement, which is the material facility supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the Amended Senior Secured Credit Agreement. 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 the specified financial ratio and other financial condition tests contained in the New Credit Agreement.

Management uses Consolidated EBITDA to gauge the costs of our capital structure on a day-to-day basis when full financial statements are unavailable. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.

Any breach of covenants in the New Credit Agreement that are tied to ratios based on Consolidated EBITDA could result in an event of default under that agreement, in which case the lenders could elect to declare all amounts borrowed immediately due and payable and to terminate any commitments they have to provide further borrowings. Any default and subsequent acceleration of payments under the New Credit Agreement would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the New Credit Agreement, 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 or cash flow from operations as those terms are defined by generally accepted accounting principles, or GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, the New Credit Agreement requires 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.

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Consolidated EBITDA is not a recognized measurement under GAAP and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income, which is the most directly comparable GAAP financial measure, including:

• Consolidated EBITDA does not reflect the provision of income tax expense in our various jurisdictions;

• Consolidated EBITDA does not reflect the significant interest expense we incur as a result of our debt leverage;

• Consolidated EBITDA does not reflect any attribution of costs to our operations related to our investments and capital expenditures through depreciation and amortization charges;

• Consolidated EBITDA does not reflect the cost of compensation we provide to our employees in the form of stock option awards; and

• Consolidated EBITDA excludes expenses and income that are permitted to be excluded per the terms of our Amended Senior Secured Credit Agreement, but which others may believe are normal expenses for the operation of a business.

The following is a reconciliation of net income to Consolidated EBITDA as defined in our New Credit Agreement.

	Three Months Ended March 31,					Twelve Months Ended March 31,
(in thousands)	2018			2017		2018
Net income	$	51,250		$	48,147	$	331,967
Interest expense, net		25,354			29,020		103,807
Provision (benefit) for income taxes		10,681			10,153		(45,706	)
Depreciation and amortization		61,372			58,557		240,004
EBITDA		148,657			145,877		630,072
Stock-based compensation		12,702			10,900		43,289
Capital-based taxes		—			375		(61	)
Acquired EBITDA and cost savings (1)		—			808		2,144
Non-cash portion of straight-line rent expense		(24	)		68		4,293
Loss on extinguishment of debt		—			2,326		—
Purchase accounting adjustments (2)		599			352		4,563
ASC 606 adoption impact		11,929			—		11,929
Other (3)		4,811			1,755		18,450
Consolidated EBITDA	$	178,674		$	162,461	$	714,679

________________________

(1) 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, as well as cost savings enacted in connection with acquisitions.

(2) Purchase accounting adjustments include (a) an adjustment to increase revenues by the amount that would have been recognized if deferred revenue were not adjusted to fair value at the date of acquisitions, (b) an adjustment to increase personnel and commissions expense by the amount that would have been recognized if prepaid commissions and deferred personnel costs were not adjusted to fair value at the date of the acquisitions and (c) an adjustment to increase rent expense by the amount that would have been recognized if lease obligations were not adjusted to fair value at the date of acquisitions.

(3) Other includes expenses and income that are permitted to be excluded per the terms of our Amended Senior Secured Credit Agreement from Consolidated EBITDA, a financial measure used in calculating our covenant compliance.  These include expenses and income related to currency transactions, facilities and workforce restructuring, legal settlements and business combinations.

Recently Adopted Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”), 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Accounting Standards Codification (“ASC”) 230, Statement of Cash flow, and other Topics.  ASU 2016-15 is effective for the first quarter of fiscal 2018 and the guidance requires application using a retrospective method.  The impact of our adoption of ASU 2016-15 to our Condensed Consolidated Financial Statements will be to reflect the presentation of debt prepayment or debt extinguishment costs as cash outflows for financing activities within our

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Condensed Consolidated Statement of Cash Flows.  We adopted ASU 2016-15, which did not have a material impact on our financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASC 606 supersedes the revenue recognition requirements in ASC 605 and 985 and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services.  We adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method.  See Note 2 in our Condensed Consolidated Financial Statements for further details.

Recent Accounting Pronouncements Not Yet Effective

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the first quarter of fiscal 2020 and earlier adoption is permitted beginning in the first quarter of fiscal 2019.  Application of the ASU is through a cumulative-effect adjustment to retained earnings as of the effective date.  We are currently evaluating the impact of the pending adoption of ASU 2016-13 on our Condensed Consolidated Financial Statements.  This ASU is not expected to have a material impact on our financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU.Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.  ASU 2016-02 is effective for the first quarter of fiscal 2019 and earlier adoption is permitted.  The impact of the adoption of ASU 2016-02 to our Condensed Consolidated Financial Statements will be to recognize the majority of our operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in a material increase in the assets and liabilities recorded on our Condensed Consolidated Balance Sheet.  We are continuing our assessment, which may identify additional impacts this ASU will have on our Condensed Consolidated Financial Statements and related disclosures and internal controls over financial reporting.

Item 3. 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 March 31, 2018, we had total debt of $2,030.9 million, including $1,430.9 million of variable interest rate debt. As of March 31, 2018, a 1% increase in interest rates would result in an increase in interest expense of approximately $14.3 million per year.

During the three months ended March 31, 2018, approximately 28% of our revenues were from clients located outside the United States. A portion of the revenues from clients located outside the United States is denominated in foreign currencies, the majority being the Canadian dollar. While revenues and expenses of our foreign operations are primarily denominated in their respective local currencies, some subsidiaries do enter into certain transactions in currencies that are different from their local currency. These transactions consist primarily of cross-currency intercompany balances and trade receivables and payables. As a result of these transactions, we have exposure to changes in foreign currency exchange rates that result in foreign currency transaction gains and losses, which we report in other income (expense). These outstanding amounts were not material for the three months ended March 31, 2018. The amount of these balances can fluctuate in the future as we bill customers and buy products or services in currencies other than our functional currency, which could increase our exposure to foreign currency exchange rates. We continue to monitor our exposure to foreign exchange rates as a result of our acquisitions and changes in our operations. We do not enter into any market risk sensitive instruments for trading purposes.

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.

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Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer (our principal executive officer and principal financial officer, respectively), evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2018. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or Exchange Act, 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 March 31, 2018, 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.

Changes in Internal Control Over Financial Reporting

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 fiscal quarter ended March 31, 2018, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The information regarding certain legal proceedings in which we are involved as set forth in Note 9 – Commitments and Contingencies of the Notes to the Condensed Consolidated Financial Statements (Part I, Item 1 of this Quarterly Report on Form 10-Q) is incorporated by reference into this Item 1.

Item 1A. Risk Factors

The following disclosure modifies the discussion of risks and uncertainties previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2017. If any of the following risks occur, it could materially affect our business, operating results, cash flows and financial condition and possibly lead to a decline in our stock price. The risks and uncertainties described below are those that we have identified as material, but are not the only risks and uncertainties facing us. Our business is also subject to general risks and uncertainties that affect many other companies. Additional risks and uncertainties not currently known to us or that we currently believe are not material may also impair our business, operating results, cash flows and financial condition.

Risks Relating to Our Business

Our business is greatly affected by changes in the state of the general economy and the financial markets, and uncertainty in the general economy, the financial services industry or other industries in which our clients operate could disproportionately affect the demand for our products and services.

We derive our revenues from the delivery of products and services to clients primarily in the financial services and healthcare industries. Demand for our products and services among companies in those industries could decline for many reasons. If demand for our products or services decreases or any of the industries we serve decline, our business and our operating results could be adversely affected.

In recent years, the global economy has experienced a significant recession, severe disruptions in the credit markets, increased uncertainty about economic, political and market conditions, and periods of heightened volatility in a variety of financial and other markets, including commodity prices and currency rates, all of which have had at times a material and adverse effect on the financial markets and the activity levels of our clients. While the U.S. economy may technically have come out of the recession, the recovery is fragile and may not be sustainable for any specific period of time, and the economy could slip back into an even more significant recession. Our clients include a range of organizations in the financial services industry whose success is linked to the health of the economy generally and of the financial markets specifically. Unfavorable or uncertain economic conditions, economic instability or economic downturns could: (i) cause our clients or prospective clients to cancel, reduce or delay planned expenditures for our products

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and services; (ii) impair our clients’ ability to pay for products they have purchased; or (iii) cause our clients to process fewer transactions through our software-enabled services, renegotiate their contracts with us, move their IT solutions in-house, switch to lower-priced solutions offered by our competitors or exit the industry. Fluctuations in the value of assets under our clients’ management could also adversely affect our revenues because pricing in many of our agreements is adjusted based on assets under management. We cannot predict the occurrence, timing or duration of any economic downturn, generally, or in the markets in which our businesses operate. Turbulence in the U.S. and international markets, renewed concern about the strength and sustainability of a recovery and prolonged declines in business consumer spending could materially adversely affect our business, results of operations and financial condition, and the liquidity and financial condition of our clients.

In addition, any other events that adversely affect our clients’ businesses, rates of growth or numbers of clients they serve could decrease demand for our products and services and the number of transactions we process. Events that could adversely affect our clients’ businesses include decreased demand for our clients’ products and services, adverse conditions in our clients’ markets or adverse economic conditions generally. We may be unsuccessful in predicting the needs of changing industries and whether potential clients will accept our products or services. We also may invest in technology or infrastructure for specific clients and not realize additional revenue from such investments. If trends or events do not occur as we expect, our business could be negatively impacted.

We may not achieve the anticipated benefits from our acquisitions and may face difficulties in integrating our acquisitions.

We have acquired and intend in the future to acquire 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. For example, on April 16, 2018 we consummated our previously announced acquisition of DST. However, 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, which may be difficult to accomplish in the rapidly changing financial services software and services industry. We may not realize the benefits we anticipate from acquisitions, such as lower costs, increased revenues, synergies and growth opportunities, or we may realize such benefits more slowly than anticipated, due to our inability to:

● combine operations, facilities and differing firm cultures;

● maintain employee morale or 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, including compliance with laws, rules and regulations in multiple jurisdictions;

● integrate the technical teams of acquired companies with our engineering organization; or

● incorporate acquired technologies, products and services into our current and future product and service lines.

The process of integrating the operations of acquired companies could disrupt our ongoing operations, divert management from day-to-day responsibilities, increase our expenses and harm our business, results of operations and financial condition. Acquisitions may also place a significant strain on our administrative, operational, financial and other resources. In addition, certain of our acquisitions have generated disputes with stockholders or management of acquired companies that have required the expenditure of our resources to address or have led to litigation; any such disputes may reduce the value we hope to realize from our acquisitions, either by increasing our costs of the acquisition, reducing our opportunities to realize revenues from the acquisition or imposing litigation costs or adverse judgments on us. Acquisitions may also expose us to litigation from our stockholders arising out of the acquisition, which, even if unsuccessful, could be costly to defend and serve as a distraction to management.  See also “-Risks Relating to Our Acquisition of DST Systems, Inc.”

Consolidations or failures among our clients or within their respective industries could adversely affect us by causing a decline in demand for our products and services.

If banks and financial services firms fail or consolidate or if there are failures or consolidation in any of the other industries in which our clients operate including healthcare, there could be a decline in the demand for our products and services. Failures, mergers and consolidations of banks and financial services firms or in any other industries in which our clients operate could reduce the number of our clients and potential clients, which could adversely affect our revenues even if these events do not reduce the aggregate activities of the consolidated entities. Further, if our clients fail and/or merge with or are acquired by other entities that are not our clients, or that use fewer of our products and services, they may discontinue or reduce their use of our products and services. It is also possible that the larger financial institutions or other entities resulting from mergers or consolidations would have greater leverage in negotiating terms with us. In addition, these larger financial institutions or other entities could decide to perform in-house some or all of the services that we currently provide or could provide or to consolidate their processing on a non-SS&C system. The resulting

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

Our business has become increasingly focused on the hedge fund industry, and we are subject to the variations and fluctuations of that industry.

As a result of our acquisitions of DST in April 2018, CommonWealth Fund Services Ltd. (“CommonWealth”) in October 2017, Conifer Financial Services (“Conifer”) and Wells Fargo’s Global Fund Services business (“GFS”) in December 2016, Citigroup Alternative Investor Services business (“Citigroup AIS”) in March 2016, Advent Software, Inc. (“Advent”) in July 2015 and GlobeOp Financial Services S.A. (“GlobeOp”) in May 2012, a higher percentage of our clients are hedge funds or funds of hedge funds. We derive significant revenues from asset management, administration and distribution contracts with such clients. Under these contracts, the fees paid to us are based on a variety of factors, including the market value of assets under management, assets under administration and number of transactions processed. Assets under management, assets under administration or the number of transactions processed may decline for various reasons, causing results to vary. Factors that could decrease assets under management and assets under administration (and therefore revenues) include declines in the market value of the assets in the funds (and accounts as applicable) managed, administered and distributed, redemptions and other withdrawals from, or shifts among, the funds (and accounts as applicable) managed, administered and distributed, as well as market conditions generally.

These clients and our business relating to them are affected by trends, developments and risks associated with the global hedge fund industry. In addition, the market environment for hedge funds involves risk and has suffered significant turmoil, including as a result of substantial changes in global economies, political uncertainty, stock market declines and new regulatory initiatives. Even in the absence of such factors, the global hedge fund industry is subject to fluctuations in assets under management that are impossible to predict or anticipate. Further, investor demand for hedge funds has experienced recent declines and increased withdrawals as a result of poor performance relative to benchmark indices and increased negative investor sentiment on fees. These risks and trends could significantly and adversely affect some or all of our hedge fund clients, which could adversely affect our business, results of operations and financial condition. In addition, market forces have negatively impacted liquidity for many of the financial instruments in which hedge fund client’s trade, which, in turn, could negatively impact our ability to access independent pricing sources for valuing those instruments.

Our revenues may decrease due to declines in the levels of participation and activity in the securities markets.

We generate significant revenues from the transaction processing fees we earn for our products and services. These revenue sources are substantially dependent on the levels of participation and activity in the securities markets. The number of unique securities positions held by investors through our clients and our clients’ customer trading volumes reflect the levels of participation and activity in the markets, which are impacted by market prices and the liquidity of the securities markets, among other factors. We could continue to be negatively impacted by the volatile markets as certain of our fees are tied to the asset bases of our clients. The occurrence of significant market volatility or decreased levels of participation would likely result in reduced revenues and decreased profitability from our business operations. Additionally, we may be exposed to operational or other risks in connection with any systematic failures in the markets, or the default due to market-related failures of one or more counterparties with whom we transact.

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 IT;

● the level of competition from internal client solutions and from other vendors;

● the quality of our client service and the performance of our products;

● 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.

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In the financial and healthcare markets we serve, we compete based on a variety of factors, including investment performance, the range of products or services offered, brand recognition, business reputation, financial strength, stability and continuity of client and other intermediary relationships, quality of service, and level of fees charged for products and services. The market for financial and healthcare services software and services is competitive, rapidly evolving and highly sensitive to new product and service introductions and marketing efforts by industry participants. The markets we serve are 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 may have significantly greater financial, technical, distribution 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 our competitors may enter into alliances with each other or other third-parties, and through such alliances, acquire increased market share. Increased competition may result in price reductions, reduced gross margins and loss of market share. Accordingly, our failure to successfully compete in any of our material businesses could have a material adverse effect on results of operations. Competition could also affect the revenue mix of products or services we provide, resulting in decreased revenues in lines of business with higher profit margins, and our business may not grow as expected and may decline.

Our role as a fund administrator has in the past, and may in the future, expose us to claims and litigation from clients, their investors, regulators or other third-parties.

As a service provider, we have been, and may in the future be, subject to claims and lawsuits from investors, regulators, liquidators, other third-parties and our clients, some of which pursue high-risk investment strategies and all of which are subject to substantial market risk, in the event that the underlying fund suffers investment losses, incurs instances of fraud, becomes insolvent, files for bankruptcy or otherwise becomes defunct. Even if we are not ultimately found to be liable, defending such claims or lawsuits could be time-consuming, divert management resources, harm our reputation and cause us to incur significant expenses. These claims or lawsuits could have an adverse effect on our business, results of operations and financial condition.

An increase in subaccounting services performed by brokerage firms has and will continue to adversely impact our revenues.

We service open-end and closed-end funds registered under the Investment Company Act of 1940, including mutual funds, exchange-traded funds, interval funds and exchange-listed closed-end funds, as well as private funds, collective investment trusts and other accounts under shareowner recordkeeping arrangements which we refer to as registered accounts. These arrangements are distinguished from broker subaccounts, which are serviced under contract with a broker/dealer. Our clients may adopt the broker subaccount structure. We offer subaccounting services to brokerage firms that perform shareowner subaccounting. As the recordkeeping functions in connection with subaccounting are more limited than traditional shareowner accounting, the fees charged are generally lower on a per unit basis. Brokerage firms that obtain agreements from our clients to use a broker subaccount structure cause accounts currently on our traditional recordkeeping system to convert to our subaccounting system, or to the subaccounting systems of other service providers, which generally results in lower revenues. While subaccounting conversions have generally been limited to our non tax-advantaged mutual fund accounts, such conversions have begun to extend to the tax-advantaged accounts (such as retirement and Section 529 accounts) we service, which could adversely affect our business and operating results.

Catastrophic events may adversely affect our business.

A war, terrorist attack, natural disaster, pandemic 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 effect on our business operations 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, physical or cyber 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 events could adversely affect our business, results of operation and financial condition.

Our software-enabled services may be subject to disruptions, attacks or failures that could adversely affect our reputation and our business.

Our software-enabled services maintain and process confidential data and process trades and perform other back-office functions, including wiring funds, on behalf of our clients, some of which is critical to their business operations. For example, our trading systems maintain account and trading information for our clients and their customers. Our internal technology infrastructure on which our software-enabled services depend may be subject to disruptions or may otherwise fail to operate properly or become disabled or damaged as a result of a number of factors, including events that are wholly or partially beyond our control and that could

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adversely affect our ability to process transactions, provide services or otherwise appropriately conduct our business activities. Such events include IT attacks or failures, threats to physical security, sudden increases in transaction volumes, electrical or telecommunications outages, damaging weather or other acts of nature, or employee or contractor error or malfeasance. In particular, cybersecurity threats have become prevalent in our industry as well as for many firms that process information. Cybersecurity threats are evolving and our security measures, and those of our service providers, may not detect or prevent all attempts to hack our systems, denial-of-service attacks, viruses, malicious software, attempts to gain unauthorized access to data, phishing attacks, social engineering, security breaches or employee or contractor malfeasance and other electronic security breaches that may jeopardize the security of information stored in or transmitted by our sites, networks and systems or that we or our third-party service providers otherwise maintain. Such cyber security incidents could lead to disruptions in our systems, the unauthorized release or destruction of our or our clients’ or other parties’ confidential or otherwise protected information and corruption of data. We and our service providers may not have the resources or technical sophistication to anticipate or prevent all types of attacks, and techniques used to obtain unauthorized access to or sabotage systems change frequently and may not be known until launched against us or our third-party service providers. In the last few years there have been many successful advanced cyber-attacks that have damaged several prominent companies in spite of strong information security measures, and we expect that the risks associated with cyber-attacks and the costs of preventing such attacks will continue to increase in the future. We and our clients are regularly the target of attempted cyber-attacks and we must continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption. Although we expend significant resources and oversight efforts in an attempt to ensure that we maintain appropriate safeguards with respect to cyber-attacks, there is no guarantee that our systems and procedures are adequate to protect against all security breaches.If our software-enabled services are disrupted or fail for any reason, or if our systems or facilities are infiltrated or damaged by unauthorized persons, we and our clients could experience data loss, including confidential and personal information, financial loss, harm to their reputation and significant business interruption. If that happens, we may be exposed to significant liability, our reputation may be harmed, our clients may be dissatisfied and we may lose business. Although we maintain privacy, data breach and network security liability insurance, we cannot be certain that our coverage will be adequate or cover liabilities actually incurred, or that insurance will continue to be available to us on economically reasonable terms, or at all. Given the unpredictability of the timing, nature and scope of such failures or disruptions, we could potentially experience significant costs and exposures, including production downtimes, operational delays, other detrimental impacts on our operations or ability to provide services to our customers, the compromising of confidential or otherwise protected information, misappropriation, destruction or corruption of data, security breaches, other manipulation or improper use of our systems or networks, financial losses from remedial actions, loss of business, potential liability, regulatory inquiries, enforcements, actions and fines and/or damage to our reputation, any of which could have a material adverse effect on our business, results of operations and financial condition.

If third-party service providers on which we rely, or other third-parties with which we do business or which facilitate our business activities, suffer disruptions to their IT systems, our business could be harmed.

In providing our software-enabled services to our customers, we depend upon IT infrastructure that is primarily managed by our firm, but we also depend on third-party service providers to provide some of the IT infrastructure on which we rely. Although we seek to ensure that appropriate security and other standards are maintained by these third-parties, these third-parties are also subject to the risks discussed in the preceding risk factor, and there is no guarantee that they will maintain systems and procedures sufficient to protect against system failures and security breaches, including as a result of cyber-attacks.

In addition, the third-parties with which we do business or which facilitate our business activities, including financial intermediaries, are susceptible to the risks described in the preceding risk factor (including regarding the third-parties with which they are similarly interconnected), and our or their business operations and activities may therefore be adversely affected, perhaps materially, by failures, terminations, errors or malfeasance by, or attacks or constraints on, one or more financial, technology or infrastructure institutions or intermediaries with whom they are interconnected or conduct business.

We have substantial operations and a significant number of employees in India and we are therefore subject to regulatory, economic and political uncertainties in India.

We currently have approximately 4,038 employees located in India. The economy of India may differ favorably or unfavorably from the U.S. economy and our business may be adversely affected by the general economic conditions and economic and fiscal policy in India, including changes in exchange rates and controls, interest rates and taxation policies. In particular, in recent years, India’s government has adopted policies that are designed to promote foreign investment, including significant tax incentives, relaxation of regulatory restrictions, liberalized import and export duties and preferential rules on foreign investment and repatriations. These policies may not continue. In addition, we are subject to risks relating to social stability, political, economic or diplomatic developments affecting India in the future.

India faces major challenges in the years ahead sustaining the economic growth that it has experienced over the past several years. These challenges include the need for substantial infrastructure development and improving access to healthcare and education. Our ability to recruit, train and retain qualified employees and develop and operate our facilities in India could be adversely affected if

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India does not successfully meet these challenges, in which case we may need to relocate those facilities and that 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 from period to period and over time primarily due to the timing, size and nature of our license and service transactions. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on fluctuations in revenues, profit margins and other operating results. Additional factors that may lead to such fluctuation include:

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

● the lengthy and often unpredictable sales cycles of large client engagements;

● the amount and timing of our operating costs and other expenses;

● the financial health of our clients;

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

● cancellations of maintenance and/or software-enabled services arrangements by our clients;

● changes in local, national and international regulatory requirements;

● acquisitions during the relevant period;

● implementation of our licensing contracts and software-enabled services arrangements;

● changes in economic and financial market conditions; and

● changes in the types of products and services we provide.

We are dependent on our senior management and their continued performance and productivity.

We are dependent on the continued efforts of the members of our senior management. The loss of any of the members of our senior management may cause a significant disruption in our business, jeopardize existing customer relationships, impair our compliance efforts as a public company, and have a material adverse effect on our business objectives. We do not maintain key man life insurance policies for any senior officer or manager.

If we cannot attract, train and retain qualified employees, we may not be able to provide adequate technical expertise and customer service to our clients.

We believe that our success is due in part to our ability to attract, train and retain highly skilled employees. Competition for qualified personnel in the software and hedge fund industries is intense, and we have, at times, found it difficult to attract and retain skilled personnel for our operations. Our failure to attract and retain a sufficient number of highly skilled employees could prevent us from developing and servicing our products at the same levels as our competitors; therefore, we may lose potential clients and suffer a decline in revenues.

If we are unable to protect our proprietary technology and other confidential information, 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 and other confidential information. We rely on a combination of patent, trade secret, copyright and trademark law, and nondisclosure agreements, license agreements and technical measures to protect our proprietary technology and other confidential information. We have registered trademarks for some of our products and will continue to evaluate the registration of additional trademarks as appropriate. We generally enter into confidentiality agreements with our employees, distributors, clients and potential clients. However, these efforts may be insufficient to prevent those parties or others from infringing, misappropriating, violating or asserting rights in our intellectual property, confidential information or other technology and our proprietary technology and confidential information may be subject to embezzlement, theft, or other similar illegal behavior by our employees or third-parties. In addition, our employees, distributors, clients and potential clients may breach our confidentiality agreements and we may not have adequate remedies for any such breach. 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. If a third-party were to gain unauthorized access to or independently develop the confidential or proprietary information we possess, we could suffer a loss of revenues, we could experience an adverse impact on our

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competitive position, and our relationships with our clients and our reputation could be materially adversely effected. Existing patent and copyright laws afford only limited protection. Third-parties may develop substantially equivalent or superseding proprietary technology or may offer equivalent products in competition with our products in a manner that does not infringe, misappropriate or otherwise violate our intellectual property or other proprietary rights, thereby substantially reducing the value of our proprietary rights. A number of third-parties hold patents and other intellectual property rights with application in the financial services field. Consequently, we are subject to the risk that such third-parties will claim that our products infringe, misappropriate or otherwise violate their intellectual property rights, including their patent rights. Such claims, regardless of merit, could result in expensive and time-consuming litigation, divert the attention of our personnel, and impair our intellectual property rights. Moreover, as a result of such claims, we may be required to redesign our products or services in a manner that is not infringing, misappropriating or otherwise violating such third-party’s intellectual property rights, which may not be technically or commercially feasible. We may also be required to obtain a license to such intellectual property rights, which may not be available on commercially reasonable terms or at all. Any of the foregoing could have a material adverse effect on our business, results of operation, and financial condition.

We incorporate open source software into a limited number of our software products. We monitor our use of open source software in an effort to avoid subjecting our products to unfavorable conditions or conditions we do not intend. Some open source licenses require that source code subject to the license be disclosed to third-parties, grant such third-parties the right to modify and redistribute that source code and a requirement that the source code for any software derived from it be disclosed. If we combine our proprietary software with open source software in a certain manner, we could, under certain open source licenses, be required to release the source code of our proprietary software to the public. Although we believe that we have complied with our obligations under the applicable licenses for open source software that we use, there is little or no legal precedent governing the interpretation of many of the terms of certain of these licenses. As a result, the potential impact of these terms is uncertain and may result in unanticipated obligations or restrictions regarding those of our products, technologies or solutions affected.

We have acquired and may acquire important technology rights through our acquisitions and have often incorporated and may incorporate features of these technologies across many of our 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 rely on third-party software in providing some of our products and services. If we lose our licenses to use such software or if such licenses are found to infringe, misappropriate or otherwise violate upon the rights of others, we will need to seek alternative means of obtaining the licensed software to continue to provide our products or services, which may not be feasible on a technical or commercial basis. Our inability to replace such software, or to replace such software in a timely manner, could significantly disrupt our business and our ability to deliver products and services to our clients, and adversely affect our business, results of operation and financial condition.

We could become subject to litigation regarding our or a third-party’s intellectual property rightsor other confidential or proprietary information, which could seriously harm our business and require us to incur significant costs.

In recent years, there has been a high incidence of litigation in the U.S. involving patents and other intellectual property rights. We are from time to time a party to litigation to enforce our intellectual property rights or to protect our confidential or proprietary information, or as a result of an allegation that we infringe, misappropriate or otherwise violate a third-party’s intellectual property rights, including patents, trademarks, trade secrets and copyrights. From time to time, we have received notices claiming our technology may infringe, misappropriate or otherwise violate third-party intellectual property rights or otherwise threatening to assert intellectual property rights. These claims and any resulting lawsuit, if successful, could subject us to significant liability for damages and our intellectual property rights being reduced, narrowed or held unenforceable or invalid. 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. If we are found to infringe, misappropriate or otherwise violate a third-party’s intellectual property rights, we may be required to pay the third-party substantial monetary damages and to cease the activities covered by such intellectual property rights, unless we obtain a license to such intellectual property rights, which may not be available on commercially reasonable terms or at all. In addition, these claims and threats could also cause us to undertake to re-engineer our products or services which may not be technically or commercially feasible. Any of the foregoing could have a material adverse effect on our business, results of operation and financial condition.

We may be unable to adapt to rapidly changing technology and evolving industry standards and regulatory requirements.

Rapidly changing technology, evolving industry standards and regulatory requirements 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 complex and is expected to become increasingly complex and expensive in the future due to the introduction of new platforms, operating systems and

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technologies. Current areas of significant technological change include mobility, cloud-based computing and the processing and analyzing of large amounts of data. Our ability to keep up with technology and business and regulatory 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 requirements and other developments in the industries in which 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 our clients and a changing marketplace could adversely affect our business, results of operations and financial condition.

Undetected software design defects, errors or failures, or employee errors, may result in defects, delays, loss of our clients’ data, litigation against us and harm to our reputation and business.

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 in our software may affect the ability of our products to work with other hardware or software products, delay the development or release of new products or new versions of products, result in the loss of client data, damage our reputation, affect market acceptance of our products or result in the rejection of our products by the market, cause loss of revenues, divert development resources, increase product liability and warranty claims, and increase service and support costs. We cannot be certain that, despite testing by us and our clients, errors will not be found in new products or new versions of products. Moreover, our clients engage in complex trading activities and this complexity increases the likelihood that our employees may make errors. Employee errors, poor employee performance or misconduct may be difficult to detect and deter. These product defects or errors in the product operations, or employee errors, poor performance or misconduct, could cause damages to our clients for which they may assert claims or lawsuits against us. The cost of defending such a lawsuit, regardless of its merit, could be substantial and could divert management’s attention and result in reputational harm. In addition, if our business liability insurance coverage proves inadequate with respect to a claim or future coverage is unavailable on acceptable terms or at all, we may be liable for payment of substantial damages. Any or all of these potential consequences could have an adverse impact on our business, results of operations and financial condition.

Because our platform could be used to collect and store personal information of our customers’ employees or customers, privacy concerns could result in additional cost and liability to us or inhibit use of our platform.

Personal privacy has become a significant issue in the U.S. and in many other countries where we offer our solutions or may offer them in the future. The regulatory framework for privacy issues worldwide is currently evolving, is not uniform and is likely to remain uncertain for the foreseeable future. Many federal, state and foreign government bodies and agencies have adopted or are considering adopting laws and regulations regarding the collection, use, disclosure, control, security and deletion of personal information. In the U.S., these include, without limitation, laws and regulations promulgated by states, as well as rules and regulations promulgated under the authority of the Federal Trade Commission (“FTC”) and federal financial regulatory bodies. Internationally, most of the jurisdictions in which we operate have established their own data security and privacy legal frameworks, many of which are broader in scope, more restrictive and impose greater obligations on us and our customers. For instance, effective May 2018, the European Union’s (“E.U.”) General Data Protection Regulation (“GDPR”), a new E.U.-wide legal framework to govern data collection use and sharing and related consumer privacy rights, will strengthen and unify data protection rules for individuals within the E.U. The GDPR also addresses export of personal data outside the E.U. Many of these obligations are updated frequently and subject to interpretation by various regulatory bodies and thus require ongoing monitoring. In addition to government regulation, privacy advocacy and industry groups may propose new and different self-regulatory standards that either legally or contractually apply to us. As a result of uncertainty regarding the interpretation and application of privacy and data protection-related laws, regulations, and self-regulatory requirements, it is possible that these laws, regulations, and requirements may be interpreted and applied in a manner that is inconsistent with our existing data handling practices or the technological features of our solutions. If so, in addition to the possibility of fines, lawsuits and other claims, we could be required to fundamentally change our business activities and practices or modify our solutions, which could have an adverse effect on our business. Any inability to adequately address privacy or data protection-related concerns, even if unfounded, or comply with applicable privacy or data protection-related laws, regulations and policies, could result in additional cost and liability to us, damage our reputation, inhibit sales and harm our business.

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Furthermore, the costs of compliance with, and other burdens imposed by, the laws, regulations, standards and policies that are applicable to the businesses of our customers may limit the use and adoption of, and reduce the overall demand for, our solutions. Also, privacy concerns, whether valid or not valid, may inhibit market adoption of our solutions, particularly in foreign countries.

Our businesses expose us to risks of claims and losses that could be significant and damage our reputation and business prospects.

Our proprietary applications and related consulting and other services include the processing or clearing of financial and healthcare transactions for our clients and their customers and the design of benefit plans and compliance programs. The dollar amount of transactions processed or cleared is vastly higher than the revenues we derive from providing these services. In the event we make transaction processing or operational errors, or mismanage any process, we could be exposed to claims for any resulting processing delays, disclosure of protected information, miscalculations, mishandling of pass-through disbursements or other processes, and failure to follow a client’s instructions or meet specifications. Additionally, we may be subject to claims or liability resulting from a failure of third parties (including regulatory authorities) to recognize the limitations of our role as our clients’ agent or consultant, and we may be subject to claims or liability resulting from fraud committed by third parties. We may be exposed to the risk of counterparty breaches or failure to perform. We may be subject to claims, including class actions, for reimbursements, losses or damages arising from any transaction processing or operational error, or from process mismanagement. Because of the sensitive nature of the financial and healthcare transactions we process, our liability and any alleged damages may significantly exceed the fees we receive for performing the service at issue. Litigation could include class action claims based upon, among other theories, various regulatory requirements and consumer protection and privacy laws that class action plaintiffs may attempt to use to assert private rights of action. Any of these claims and related settlements or judgments could affect our operating results, damage our reputation, decrease demand for our products and services, or cause us to make costly operating changes.

Investment decisions with respect to cash balances, market returns or losses on investments, and limits on insurance applicable to cash balances held in bank and brokerage accounts, including those held by us and as agent on behalf of our clients, could expose us to losses of such cash balances and adversely affect revenues attributable to cash balance deposit investments.

As part of our transaction processing and other services, we maintain and manage large bank and investment accounts containing client funds, which we hold as agent, as well as operational funds. Our revenues include investment earnings related to client fund cash balances. Our choices in selecting investments, or market conditions that affect the rate of return on or the availability of investments, could have an adverse effect on the level of such revenues. The amounts held in our operational and client deposit accounts could exceed the limits of government insurance programs of organizations such as the Federal Deposit Insurance Corporation and the Securities Investors Protection Corporation, exposing us to the risk of loss. Any substantial loss would have a material adverse impact on our business, results of operations and our financial condition.

Our business is subject to evolving regulations and increased scrutiny from regulators.

Our business is subject to evolving and increasing U.S. and foreign regulation, including privacy, licensing, processing, recordkeeping, investment adviser, broker/dealer, retirement, data protection, reporting and related regulations. New products and services we plan to offer may also be subject to regulation, either directly or as a downstream provider to customers or clients. Such regulations cover all aspects of our business including, but not limited to, sales and trading methods, trade practices among broker/dealers, use and safekeeping of clients’ funds and securities, use of client and employee data, capital structure of securities firms, net capital, anti-money laundering efforts, healthcare, recordkeeping and the conduct of directors, officers and employees. Any violation of applicable regulations could expose us or those businesses to civil or criminal liability, significant fines or sanctions, damage our reputation, the revocation of licenses, censures, or a temporary suspension or permanent bar from conducting business, which could adversely affect our business, results of operations and our financial condition.

Our clients are subject to extensive regulation, including investment adviser, broker/dealer and privacy regulations applicable to products and services we provide to the financial services industry and insurance, privacy and other regulations applicable to services we provide to the healthcare industry. As a result, our relationships with our clients may subject us to increased scrutiny from a number of regulators, including the Bermuda Monetary Authority, British Virgin Islands Financial Services Commission, Centrale Bank van Curacao en Sint Maarten, Commodity Futures Trading Commission, FTC, Cayman Islands Monetary Authority, Commission de Surveillance du Secteur Financier, Financial Industry Regulatory Authority, Financial Conduct Authority, Central Bank of Ireland, National Futures Association, Ontario Securities Commission, SEC, Securities Commission of the Bahamas, U.S. Treasury Department and other government entities that regulate the financial services, hedge fund and hedge fund services industry in the U.S., the United Kingdom (“U.K.”) and the other jurisdictions in which we operate. As a result of the changes in the global economy and the turmoil in global financial markets in recent years, the risk of additional government regulation has increased. In addition, the final outcome of negotiations between the U.K. and the E.U. with respect to the U.K.’s exit from the E.U. is uncertain. As a result, the impact of the U.K.’s exit on the U.K. regulatory regime is unknown, but it is possible that we will become subject to more onerous regulations in the U.K. as a result.  Moreover, our healthcare business is subject to evolving and increasing federal and state regulation.  Such federal regulation is developed, interpreted or enforced by regulators including, the Centers for Medicare and Medicaid Services, the U.S. Dept. of Health and Human Services, the Office for Civil Rights and the Office of the Inspector General.  

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Typically a state’s department of insurance regulates much of our healthcare business; however, each state’s statutes dictate such authority.  Any of these regulations may limit or curtail our activities, including activities that might be profitable, and changes to existing regulations, or the interpretations thereof, may affect our ability to continue to offer our existing products and services, or to offer products and services we may wish to offer in the future.

The European Union’s AIFMD and the U.S. Dodd-Frank Act, among other initiatives, pose significant changes to the regulatory environment in which we and our clients operate. The impact of these regulatory changes remains uncertain. If we fail to comply with any applicable laws, rules or regulations, we may be subject to censure, fines or other sanctions, including revocation of our licenses and/or registrations with various regulatory agencies, criminal penalties and civil lawsuits.

The U.S. Foreign Corrupt Practices Act (“FCPA”) and anti-bribery laws in other jurisdictions, including the U.K. Bribery Act (“Bribery Act”), generally prohibit companies and their intermediaries from making improper payments for the purpose of obtaining or retaining business or other commercial advantage. The FCPA also imposes accounting standards and requirements on publicly traded U.S. corporations and their foreign affiliates which are intended to prevent the diversion of corporate funds to the payment of bribes and other improper payments, and to prevent the establishment of “off books” slush funds from which such improper payments can be made. We and our clients operate in a number of jurisdictions that may pose a risk of potential FCPA or Bribery Act violations.

Changes in, and any violation by our clients of, applicable laws and regulations (whether related to the products and services we provide or otherwise) could diminish their business or financial condition and thus their demand for our products and services or could increase our cost of continuing to provide our products and services to such industries. Demand could also decrease if we do not continue to offer products and services that help our clients comply with regulations. For example, our accounts in the healthcare industry are impacted by the Patient Protection and Affordable Care Act of 2010 (the “Affordable Care Act”), including the Health Insurance Marketplace. Changes to the Affordable Care Act may be enacted by Congress in response to the current administration’s stated agenda, and we cannot predict the impact that will have on our clients and their demand for our products and services.

In addition, we cannot predict the nature, scope or effect of future regulatory requirements to which our internal operations might be subject or the manner in which existing laws might be administered or interpreted. While our policies mandate compliance with these laws, there can be no assurance that we will be completely effective in ensuring our compliance with all applicable anti-corruption laws. A failure to comply with these laws, rules or regulations, or allegations of such noncompliance, could adversely affect our business, reputation, results of operations and financial condition.

Additional tax expense or additional tax exposures could affect our future profitability.

We are subject to income taxes in the U.S. and various international jurisdictions. Changes in tax laws and regulations, as well as changes in related interpretations and other tax guidance could materially impact our tax receivables and liabilities and our deferred tax assets and deferred tax liabilities. On December 22, 2017, U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act (“Tax Act”), was signed into law, significantly reforming the U.S. Internal Revenue Code. The Tax Act, among other things, reduces the U.S. federal statutory corporate tax rate from 35% to 21%, imposes significant additional limitations on the deductibility of interest and executive compensation, allows for the expensing of capital expenditures, puts into effect the migration from a “worldwide” system of taxation to a territorial system, established a new base erosion tax that is imposed in relation to certain payments made to foreign affiliates (the “Base Erosion and Anti-Abuse Tax”) and modifies or repeals many business deductions and credits. We recorded a net benefit to income tax expense of $88 million in 2017 related to the enactment of the Tax Act, which includes the remeasurement of deferred tax assets and liabilities for the corporate tax rate reduction, the one-time transition tax imposed on accumulated foreign earnings and deferred taxes provided for the global intangible low-taxed income (“GILTI”) minimum tax that took effect January 1, 2018. The SEC Staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance to companies on how to implement the accounting and disclosure changes required as a result of the Tax Act. The SEC staff guidance has recognized that, due to the complexity of the Tax Act, the accounting for income tax effects of the change in law may be incomplete upon issuance of a company's financial statements for the reporting period in which the Tax Act was enacted. SAB 118 states that if a company can determine a reasonable estimate for the effects of the Tax Act then this estimate can be included in the financial statements.  We have made reasonable estimates and recorded certain provisional tax benefits and charges in connection with the implementation of the Tax Act that were based on our current interpretation and understanding of the law and may change as we receive additional clarification and implementation guidance. Changes to these provisional amounts could result in material charges or credits in future reporting periods. We will continue to gather and analyze information on historical unrepatriated foreign earnings and to monitor state laws relating to this income to finalize both the federal and state tax impact.  We will also continue to review the impact of certain limitations on deductions in our assessment of the value of our deferred tax assets as regulatory guidance is issued. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for additional information.

For the three months ended March 31, 2018, the provision for income taxes includes expenses related to GILTI and non-deductible officer’s compensation, offset partially by a benefit recorded for the Foreign-Derived Intangible Income deduction.  As of March 31, 2018, we do not expect to be materially impacted by the Base Erosion and Anti-Abuse Tax.  We will continue to assess our income tax receivables and liabilities and deferred tax assets and liabilities as further guidance is issued regarding provisions of the

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Tax Act, and there can be no assurance that our business, results of operations or financial condition will not be materially impacted by the Base Erosion and Anti-Abuse Tax or any other provisions of the Tax Act in the future.

Additionally, in the ordinary course of business we are subject to examinations by various authorities, including tax authorities. In addition to ongoing investigations, there could be additional investigations launched in the future by governmental authorities in various jurisdictions, and existing investigations could be expanded. The global and diverse nature of our operations means that these risks will continue to exist and additional investigations, proceedings and contingencies will arise from time to time. Our business, results of operations and financial condition may be affected by the outcome of investigations, proceedings and other contingencies that cannot be predicted with certainty.

A substantial portion of our revenues are derived, and a substantial portion of our operations are conducted, outside the U.S.

For the three months ended March, 31, 2018 and for the years ended December 31, 2017, 2016 and 2015 international revenues accounted for 28%, 27%, 27% and 32%, respectively, of our total revenues. We sell certain of our products, such as MarginMan and Pacer, primarily outside the U.S. On June 23, 2016, the U.K. held a referendum in which voters approved an exit from the E.U, commonly referred to as “Brexit.” Current uncertainty over the final outcome of the negotiations between the U.K. and the E.U., with respect to the terms of the U.K.’s exit, may adversely affect our operations and financial results, as we generated approximately $32.0 million and $115.8 million in revenue from the U.K. in the three months ended March, 31, 2018 and the year ended December 31, 2017, respectively. Our international business is also subject to a variety of other risks, including:

● potential changes in a specific country’s or region’s political or economic climate;

● the need to comply with a variety of local regulations and laws, U.S. export controls, the FCPA and the Bribery Act;

● potential expropriation of assets by foreign governments,

● difficulty repatriating any international profits,

● fluctuations in foreign currency exchange rates;

● application of discriminatory fiscal policies;

● potential changes in tax laws and the interpretation of such laws; and

● potential difficulty enforcing third-party contractual obligations and intellectual property rights.

Such factors could adversely affect our business, results of operations and financial condition.

We are exposed to fluctuations in currency exchange rates that could negatively impact our operating results and financial condition.

Because a significant portion of our business is conducted outside the U.S. and significant revenues are generated outside the U.S., we face exposure to adverse movements in foreign currency exchange rates. Fluctuations in currencies relative to currencies in which our earnings are generated also make it more difficult to perform period-to-period comparisons of our reported results of operations. Because our Consolidated Financial Statements are reported in U.S. dollars, translation of sales or earnings generated in other currencies into U.S. dollars can result in a significant increase or decrease in the reported amount of those sales or earnings. In addition, we incur currency transaction risk whenever we enter into either a purchase or a sales transaction using a currency other than the local currency of the transacting entity. Given the volatility of exchange rates, we cannot be assured we will be able to effectively manage our currency translation or transaction risk, and significant changes in the value of foreign currencies relative to the U.S. dollar could adversely affect our financial statements. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations” for further discussion on the foreign currency translation impact on operating results and financial condition.

We do not currently engage in hedging activities. Changes in economic or political conditions globally and in any of the countries in which we operate could result in exchange rate movements, new currency or exchange controls or other restrictions being imposed on our operations.

Our investments in funds and our joint ventures could decline in value.

From time to time we add new investment strategies to our investment product offerings by providing the initial cash investments as “seed capital.” The seed capital investments may decline in value. A significant decline in their value could have a material adverse effect on our financial condition or operating results. We are a limited partner in various private equity funds and have future capital commitments related to certain private equity fund investments. These investments are illiquid. Generally, private equity fund securities are non-transferable or are subject to long holding periods, and withdrawals from the private equity firm partnerships are typically not permitted. Even when transfer restrictions do not apply, there is generally no public market for the

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securities. Therefore, we may not be able to sell the securities at a time when we desire to do so. We may not always be able to sell those investments at the same or higher prices than we paid for them. We also participate in joint ventures with other companies. These joint venture investments could require further capital contributions.

We do not control certain businesses in which we have significant ownership.

We invest in joint ventures and other unconsolidated affiliates as part of our business strategy, and part of our net income is derived from our pro rata share of the earnings of those businesses. Despite owning significant equity interests in those companies and having directors on their boards, we do not control their operations, strategies or financial decisions. The other owners may have economic, business or legal interests or goals that are inconsistent with our goals or the goals of the businesses we co-own. Our pro rata share of any losses due to unfavorable performance of those companies could negatively impact our financial results.

Some of our joint venture investments are subject to buy-sell agreements, which could, among other things, restrict us from selling our interests even if we were to determine it would be prudent to do so.

We own interests in unconsolidated entities and various real estate joint ventures. Our interests in such unconsolidated entities are subject to buy/sell arrangements, which could restrict our ability to sell our interests even if we were to determine it would be prudent to do so. These arrangements could also allow us to purchase the other owners’ interests to prevent someone else from acquiring them and we cannot control the timing of occasions to do so. The businesses or other owners may encourage us to increase our investment in or make contributions to the businesses at an inopportune time.

In addition, some of the agreements governing our joint venture arrangements include buy/sell provisions that provide a party to the arrangement with the option to purchase the other party’s interests upon such other party’s change of control at a purchase price that may be less than fair market value. For instance, under the partnership agreement of IFDS L.P., in the event of a change of control of the Company, the other partner would have the option to purchase our interests in IFDS L.P. at a price equal to book value, unless another purchase provision in the partnership agreement was triggered prior to the change of control. Book value may be substantially less than fair market value at the time of any sale of our interests upon a change of control.

Changes or modifications in financial accounting standards may have a material adverse impact on our reported results of operations or financial condition.

A change or modification in accounting policies can have a significant effect on our reported results and may even affect our reporting of transactions completed before the change is effective, including the impact of the adoption and implementation of the accounting standard update on revenue recognition issued in May 2014 by the FASB. Under the new standard, we recognize term license revenues upfront at time of delivery rather than ratably over the related contract period. Additionally, under the new standard, we capitalize and amortize certain direct costs, such as commissions, over the expected customer life rather than expensing them as incurred. While the adoption of the new standard does not change the cash flows received from our contracts with customers, its adoption could have a material adverse effect on our financial position or results of operations. See Note 2 to our Consolidated Financial Statements for additional information. New pronouncements and varying interpretations of existing pronouncements have occurred with frequency and may occur in the future. Changes to existing rules, or changes to the interpretations of existing rules, could lead to changes in our accounting practices, and such changes could materially adversely affect our reported financial results or the way we conduct our business.

A material weakness in our internal controls could have a material adverse effect on us.

Effective internal controls are necessary for us to provide reasonable assurance with respect to our financial reports and to effectively prevent fraud. If we cannot do so, our reputation and operating results could be harmed. A material weakness in our internal control over financial reporting could adversely impact our ability to provide timely and accurate financial information. Even effective internal controls can provide only reasonable assurance with respect to the preparation and fair presentation of financial statements. In addition, controls can be circumvented by individual acts of some persons, by collusion of two or more people, or by management override of the controls. Over time, controls may become inadequate because changes in conditions or deterioration in the degree of compliance with policies or procedures may occur. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. If we are unable to report financial information timely and accurately or to maintain effective disclosure controls and procedures, our stock price could be negatively impacted and we could be subject to, among other things, regulatory or enforcement actions by the SEC, which could have a material adverse effect on our business, results of operations and financial condition.

Risks Relating to Our Indebtedness

Our substantial indebtedness could adversely affect our financial health and operations.

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We currently have a substantial amount of indebtedness. As of March 31, 2018, we had total indebtedness of $2,030.9 million and additional available borrowings of $149.1 million under our revolving credit facility. To fund our acquisition of DST, and to refinance certain of the Company’s and DST’s existing indebtedness, we incurred approximately $5.4 billion in additional indebtedness in connection with our entry into the New Credit Agreement. This indebtedness could have adverse consequences. For example, it may:

● 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, change in our business and the industry in which we operate;

● restrict our ability to make certain distributions with respect to our capital stock due to restricted payment and other financial covenants in our credit facilities and other financing agreements;

● expose us to the risk of increased interest rates as borrowings under our senior credit facility 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 agreement governing our senior credit facility contains financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests, and the additional indebtedness we incurred to fund the DST acquisition or otherwise may also contain restrictive covenants. 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.

Following the DST acquisition and our entry into the New Credit Agreement, we currently expect to make periodic interest payments of approximately $317.8 million annually. 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.

If our business fails to generate sufficient cash flow from operations and future borrowings are not available to us, we may not be able to pay our indebtedness or fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness 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 joint ventures. We may not be able to effect such actions, if necessary, on commercially reasonable terms or at all.

Restrictive covenants in the agreements governing our indebtedness may restrict our ability to pursue our business strategies.

The New Credit Agreement limits our ability, among other things, to:

● incur additional indebtedness;

● make certain investments;

● sell assets, including capital stock of certain subsidiaries;

● declare or pay dividends, repurchase or redeem stock or make other distributions to stockholders;

● consolidate, merge, liquidate or dissolve;

● enter into transactions with our affiliates; and

● incur liens.

In addition, the New Credit Agreement also requires us to maintain compliance with specified leverage ratios. Our ability to comply with these provisions may be affected by events beyond our control, and these provisions could limit our ability to plan for or react to market conditions, meet capital needs or otherwise conduct our business activities and plans.

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Our inability to comply with any of these provisions could result in a default under one or more of the agreements governing our indebtedness. If such a default occurs under one such agreement, the creditors under another debt agreement may elect to declare all borrowings outstanding, together with accrued interest and other fees, to be immediately due and payable. In addition, the lenders under our New Credit Agreement would have the right to terminate any commitments they have to provide further borrowings.

If we are unable to repay outstanding borrowings when due, the lenders under our New Credit Agreement also have the right to proceed against the collateral, including our available cash and substantially all of our domestic assets and the assets of our domestic subsidiaries, granted to them to secure the indebtedness under that facility. If the indebtedness under our New Credit Agreement were to be accelerated, we cannot assure you that our assets would be sufficient to repay in full that indebtedness and our other indebtedness.

Risks Relating to Our Acquisition of DST Systems, Inc.

The anticipated benefits of our acquisition of DST may not be realized or those benefits may take longer to realize than expected.

The success of our acquisition of DST will depend, to a large extent, on our ability to realize the anticipated benefits and cost savings derived from this transaction and our ability to integrate the two organizations and businesses. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, DST and we will devote significant management attention and resources prior to closing to prepare for integrating, and we will devote significant management attention and resources post-closing to integrate the business practices and operations of both organizations. The integration process may disrupt the businesses and, if implemented ineffectively, would impair the realization of the full expected benefits.

In addition, we continue to evaluate our estimates of synergies to be realized from the acquisition, so our actual cost-savings could differ materially from our current estimates. We cannot assure you that we will achieve the full amount of cost-savings on the schedule anticipated or at all.

A failure to meet the challenges involved in integrating the two businesses and to realize the anticipated benefits of the transaction could cause an interruption of, or a loss of momentum in, the activities of the post-acquisition company and could adversely affect its results of operations. In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer and other business relationships, and diversion of management’s attention. The difficulties of combining the operations of the companies include, among others:

● the diversion of management’s attention to integration matters;

● difficulties in achieving anticipated cost savings, synergies, business opportunities and growth;

● difficulties in the integration of operations, software and technology systems;

● difficulties in conforming standards, controls, procedures and accounting and other policies, business cultures and compensation structures between the two companies;

● difficulties in the assimilation of employees;

● difficulties in managing the expanded operations of a significantly larger and more complex company;

● challenges in keeping existing customers and obtaining new customers;

● potential unknown liabilities, adverse consequences and unforeseen increased expenses and unanticipated competitive responses associated with our acquisition of DST; and

● coordinating a more geographically dispersed organization.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management’s time and energy, which could materially impact our business, financial condition and results of operations. In addition, even if our operations are integrated successfully with DST, the full benefits of the transactions may not be realized, including the synergies, cost savings or sales or growth opportunities that are expected. These benefits may not be achieved within the anticipated time frame, or at all. Further, additional unanticipated costs may be incurred in the integration of our business with DST. An inability to realize the full extent of, or any of, the anticipated benefits of the acquisition, as well as any delays encountered in the integration process, could have an adverse effect on our financial condition, results of operations and cash flows. All of these factors could cause dilution to our earnings per share, decrease or delay the expected accretive effect of the transaction, and negatively impact the price of our common stock.

We will incur costs as a result of our acquisition of DST.

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We will incur substantial expenses in connection with our acquisition of DST and over a period of time following the completion of the acquisition. While we have assumed that a certain level of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately. Any increase in these estimated expenses or change in the timing of these expenses could have an adverse effect on our financial condition, results of operations and cash flows.

Risks Relating to Ownership of Our Common Stock

If equity research analysts do not publish or cease publishing research or reports about our business or if they issue unfavorable commentary or downgrade our common stock, the price and trading volume of our common stock could decline.

The trading market for our common stock is influenced by the research and reports that equity research analysts publish about us and our business. We do not control these analysts. The price of our stock or trading volume in our stock could decline if one or more equity analysts downgrade our stock or if those analysts issue other unfavorable commentary or cease publishing regular reports about us or our business.

The market price of our common stock may be volatile, which could result in substantial losses for investors in our common stock.

Shares of our common stock were sold in our initial public offering at a price of $7.50 per share on March 31, 2010, and through March 31, 2018 our common stock has traded as high as $53.99 and as low as $6.64. An active, liquid and orderly market for our common stock may not be sustained, which could depress the trading price of our common stock. In addition, the market price of our common stock may fluctuate significantly. Some of the factors that may cause the market price of our common stock to fluctuate include:

● fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;

● changes in estimates of our financial results or recommendations by securities analysts;

● failure of any of our products to achieve or maintain market acceptance;

● changes in market valuations of similar companies;

● success of competitive products;

● changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;

● announcements by us or our competitors of significant products, contracts, acquisitions or strategic alliances;

● regulatory developments in any of our markets;

● litigation involving our Company, our general industry or both;

● additions or departures of key personnel;

● investors’ general perception of us; and

● changes in general economic, industry and market conditions.

In addition, if the market for technology stocks, financial services stocks or the stock market in general experiences a loss of investor confidence, the trading price of our common stock could decline for reasons unrelated to our business, financial condition or results of operations. If any of the foregoing occurs, it could cause our stock price to fall and may expose us to class action lawsuits that, even if unsuccessful, could be costly to defend and a distraction to management.

William C. Stone, our Chairman of the Board and Chief Executive Officer, exerts significant control over our Company.

As of May 2, 2018, William C. Stone, our Chairman of the Board and Chief Executive Officer, beneficially owned approximately 14.2% of the outstanding shares of our common stock. We are party to a stockholders’ agreement with Mr. Stone, pursuant to which Mr. Stone has the right to nominate two members of our board of directors, one of which will be Mr. Stone for so long as he is our Chief Executive Officer. As a result, Mr. Stone has significant influence over our policy and affairs and matters requiring stockholder approval.

SS&C Holdings is a holding company with no operations or assets of its own and its ability to pay dividends is limited or otherwise restricted.

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As of March 31, 2018, SS&C Holdings has no direct operations and no significant assets other than the stock of SS&C and Advent Software, Inc. The ability of SS&C Holdings to pay dividends is limited by its status as a holding company and by the terms of the agreement governing our indebtedness. See “Risk factors - Risks relating to our indebtedness - Restrictive covenants in the agreements governing our indebtedness may restrict our ability to pursue our business strategies.”Moreover, none of the subsidiaries of SS&C Holdings is obligated to make funds available to SS&C Holdings for the payment of dividends or otherwise. In addition, Delaware law imposes requirements that may restrict the ability of our subsidiaries, including SS&C, to pay dividends to SS&C Holdings. These limitations could reduce our attractiveness to investors.

Our management has broad discretion in the use of our existing cash resources and may not use such funds effectively.

Our management has broad discretion in the application of our cash resources. Accordingly, our stockholders will have to rely upon the judgment of our management with respect to our existing cash resources, with only limited information concerning management’s specific intentions. Our management may spend our cash resources in ways that our stockholders may not desire or that may not yield a favorable return. The failure by our management to apply these funds effectively could harm our business.

Provisions in our certificate of incorporation and bylaws might discourage, delay or prevent a change of control of our Company or changes in our management and, therefore, depress the trading price of our common stock.

Provisions of our certificate of incorporation and bylaws and Delaware law may discourage, delay or prevent a merger, acquisition or other change in control that stockholders may consider favorable, including transactions in which stockholders might otherwise receive a premium for their shares of our common stock. These provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management. These provisions include:

● limitations on the removal of directors;

● a classified board of directors so that not all members of our board are elected at one time;

● advance notice requirements for stockholder proposals and nominations;

● the inability of stockholders to call special meetings;

● the ability of our board of directors to make, alter or repeal our bylaws;

● the ability of our board of directors to designate the terms of and issue new series of preferred stock without stockholder approval, which could be used to institute a rights plan, or a poison pill, that would work to dilute the stock ownership of a potential hostile acquirer, likely preventing acquisitions that have not been approved by our board of directors; and

● a prohibition on stockholders from acting by written consent.

The existence of the foregoing provisions and anti-takeover measures could limit the price that investors might be willing to pay in the future for shares of our common stock. They could also deter potential acquirers of our Company, thereby reducing the likelihood that our stockholders could receive a premium for their shares of common stock in an acquisition.

Item 6. Exhibits

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

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EXHIBIT INDEX

Exhibit Number	Description of Exhibit
2.1 †	Agreement and Plan of Merger, dated as of January 11, 2018, by and among DST Systems, Inc., SS&C Technologies Holdings, Inc. and Diamond Merger Sub, Inc. is incorporated herein by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed on January 11, 2018 (File No. 001-34675)
10.1	Second Amendment to Credit Agreement, dated as of March 9, 2018, among SS&C Technologies Holdings, Inc., SS&C Technologies, Inc., SS&C European Holdings S.a R.L, SS&C Technologies Holdings Europe S.a R.L., the Company’s other subsidiaries party thereto, Credit Suisse AG, Cayman Islands Branch, as administrative agent, and the lenders and L/C issuers party thereto (Exhibit A thereto is incorporated herein by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on April 16, 2018 (File No. 001-34675))
10.2	Employment Agreement, dated as of February 8, 2018, among SS&C Technologies Holdings, Inc, SS&C Technologies, Inc. and Joseph J. Frank
10.3	Separation and Release Agreement, dated as of March 8, 2018, among SS&C Technologies Holdings, Inc, SS&C Technologies, Inc. and Paul G. Igoe
10.4	Restricted Stock Unit Award Agreement, dated as of March 9, 2018, among SS&C Technologies Holdings, Inc and Joseph J. Frank
10.5	Form of Restricted Stock Unit Award Agreement under Amended and Restated 2014 Stock Incentive Plan of SS&C Technologies Holdings, Inc.
31.1	Certifications of the Registrant’s Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certifications of the Registrant’s Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32	Certification of the Registrant’s Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished and not filed for purposes of sections 11 or 12 of the Securities Act and section 18 of the Exchange Act)
101.INS	XBRL Instance Document.*
101.SCH	XBRL Taxonomy Extension Schema Document.*
101.CAL	XBRL Taxonomy Calculation Linkbase Document.*
101.LAB	XBRL Taxonomy Label Linkbase Document.*
101.PRE	XBRL Taxonomy Presentation Linkbase Document.*
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document.*

† Schedules have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. The Registrant agrees to furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon its request; provided, however, that the Registrant may request confidential treatment pursuant to Rule 24b-2 of the Exchange Act for any schedule so furnished.

* submitted electronically herewith

Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i) Condensed Consolidated Balance Sheets at March 31, 2018 and December 31, 2017, (ii) Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2018, (iii) Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2018 and 2017 and (iv) Notes to Condensed Consolidated Financial Statements.

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SIGNATURE

Pursuant to the requirements 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 HOLDINGS, INC.
By:	/s/ Patrick J. Pedonti
	Patrick J. Pedonti Senior Vice President and Chief Financial Officer (Duly Authorized Officer, Principal Financial and Accounting Officer)

Date: May 10, 2018

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EX-10.1

Exhibit 10.1

SECOND AMENDMENT TO CREDIT AGREEMENT

This SECOND AMENDMENT TO CREDIT AGREEMENT, dated as of March 9, 2018 (this “Second Amendment”), among SS&C TECHNOLOGIES, INC. (the “Company”), SS&C EUROPEAN HOLDINGS, a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 2, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B 173.925 (the “Designated Borrower 1”), SS&C TECHNOLOGIES HOLDINGS EUROPE, a Luxembourg private limited liability company (société à responsabilité limitée), having its registered office at 2, rue Jean Monnet, L-2180 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg trade and companies register under number B 163.061 (the “Designated Borrower 2”, and collectively with the Designated Borrower 1 and the Company, the “Borrowers” and each, a “Borrower”), SS&C TECHNOLOGIES HOLDINGS, INC. (the “Parent”), the Guarantors (collectively with the Parent and the Borrowers, the “Loan Parties”) under, and as defined in, the Credit Agreement (as defined below), DEUTSCHE BANK AG NEW YORK BRANCH, as administrative agent (in such capacity, the “Existing Administrative Agent”) and L/C Issuer, MORGAN STANLEY SENIOR FUNDING, INC., as L/C Issuer, CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as successor administrative agent (in such capacity, the “Successor Administrative Agent” and together with the Existing Administrative Agent, the “Administrative Agents”) and L/C Issuer, certain Lenders (as defined below) party hereto constituting the Required Lenders under, and as defined in, the Credit Agreement and the Agents (as defined in the Commitment Letter (as defined below)) party hereto.

WHEREAS, the Company, the Designated Borrower 1 and the Designated Borrower 2 have previously entered into that certain Credit Agreement, dated as of July 8, 2015 (as amended by that certain First Amendment to the Credit Agreement dated as of March 2, 2017, and as it may be further amended, restated, supplemented and/or otherwise modified prior to the Second Amendment Effective Date referred to below, the “Credit Agreement”), among, inter alios, the Borrowers, the Guarantors, the Existing Administrative Agent and the lenders from time to time party thereto (the “Lenders”);

WHEREAS, reference is hereby made to the Agreement and Plan of Merger (the “Merger Agreement”) dated as of January 11, 2018, among DST Systems, Inc., a Delaware corporation (the “Target”), the Parent and Diamond Merger Sub, Inc., a Delaware corporation (“MergerCo”), pursuant to which MergerCo will merge with and into the Target on the Acquisition Closing Date (as defined herein), in accordance with the terms and conditions set forth in the Merger Agreement (the “Target Acquisition”);

WHEREAS, each Revolving Lender and Term Lender party to the Credit Agreement immediately prior to the Second Amendment Effective Date that executes and delivers a consent to this Second Amendment substantially in the form of Exhibit C hereto (a “Lender Consent”) on or prior to the Consent Deadline (as defined in Section 5 of this Second Amendment) (each such Lender, a “Consenting Lender”) shall be deemed, upon effectiveness of this Second Amendment, to have consented to this Second Amendment;

WHEREAS, the Consenting Lenders party hereto collectively constitute at least the Required Lenders;

WHEREAS, (i) each Term B-1 Lender and Term B-2 Lender party to the Credit Agreement immediately prior to the Second Amendment Effective Date that fails to execute and return a Lender Consent by the Consent Deadline (such Lender, a “Non-Consenting Lender”) and (ii) the Term A-1 and Term A-2 Lenders, shall be prepaid in full on, and subject to the occurrence of, the Acquisition Closing Date;

WHEREAS, the Loan Parties, the Existing Administrative Agent and the Lenders party hereto constituting the Required Lenders have agreed to amend and restate the Credit Agreement in its entirety to read as set forth in the form of the Amended and Restated Credit Agreement attached hereto as Exhibit A (including all schedules and exhibits thereto (in each case which shall be in form and substance satisfactory to the Successor Administrative Agent), the “Amended and Restated Credit Agreement”) on the Acquisition Closing Date and, to the extent set forth herein, on the Second Amendment Effective Date (as defined herein), and it has been agreed by such parties that the Loans and any Letters of Credit outstanding as of the Acquisition Closing Date and other “Obligations” under (and as defined in) the Credit Agreement (including indemnities) on and after the Acquisition Closing Date shall be governed by and deemed to be outstanding under the Amended and Restated Credit Agreement with the intent that the terms of the Amended and Restated Credit Agreement shall supersede the terms of the Credit Agreement, and all references to the Credit Agreement in any Loan Document or other document or instrument delivered in connection therewith shall be deemed to refer to the Amended and Restated Credit Agreement and the provisions hereof; provided that (1) the grants of security interests and Liens under and pursuant to the Loan Documents shall continue unaltered to secure, guarantee, support and otherwise benefit the Secured Obligations of the Company and the other Loan Parties under the Amended and Restated Credit Agreement and each other Loan Document, and each of the foregoing shall continue in full force and effect in accordance with its terms except as expressly amended thereby or hereby, and the parties hereto hereby ratify and confirm the terms thereof as being in full force and effect and unaltered by this Second Amendment, (2) the Existing Letters of Credit (as defined in the Amended and Restated Credit Agreement) shall be deemed to be Letters of Credit for all purposes under the Amended and Restated Credit Agreement and (3) it is agreed and understood that this Second Amendment does not constitute a novation, satisfaction, payment or reborrowing of any Obligation under the Credit Agreement or any other Loan Document, nor does it operate as a waiver of any right, power or remedy of any Lender under any Loan Document;

WHEREAS, pursuant to that certain Resignation and Appointment Agreement to be dated as of the Agency Transfer Date (as defined below) (which shall be substantially in the form attached hereto as Exhibit B, the “Resignation and Appointment Agreement”), Deutsche Bank AG New York Branch, the existing Collateral Agent under the Credit Agreement (in such capacity, the “Existing Collateral Agent”) and the Existing Administrative Agent, desires to resign as collateral agent and administrative agent effective as of the Agency Transfer Date, the Lenders party hereto (which constitute the Required Lenders) and the Company desire to appoint  Credit Suisse AG, Cayman Islands Branch, as Successor Collateral Agent (as defined below) and Successor Administrative Agent and Credit Suisse AG, Cayman Islands Branch desires to serve

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as the successor collateral agent (in such capacity, the “Successor Collateral Agent”) and Successor Administrative Agent from and after the Agency Transfer Date;

WHEREAS, the Loan Parties expect to realize substantial direct and indirect benefits as a result of the Amended and Restated Credit Agreement becoming effective and the consummation of the transactions contemplated thereby and desires to reaffirm their obligations pursuant to the Collateral Documents to which they are parties; and

NOW THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Defined Terms; Rules of Construction

.  Capitalized terms used herein and not otherwise defined herein have the meanings assigned to such terms in the Credit Agreement or, if not defined therein, the Amended and Restated Credit Agreement.  The rules of construction specified in Sections 1.02 through 1.11 of the Credit Agreement shall apply to this Second Amendment, including the terms defined in the preamble and recitals hereto.

Amendments to the Credit Agreement

. The Loan Parties, the Existing Administrative Agent, the L/C Issuers, the Lenders party hereto constituting the Required Lenders and the other parties party hereto each agree that, on the Second Amendment Effective Date:

(a)Section 1.01 of the Credit Agreement shall be amended (or amended and restated, if applicable) by adding the following defined terms:

“2018 Merger” means the merger of Diamond MergerCo with and into DST (with DST to be the surviving corporation of such merger) in accordance with the 2018 Merger Agreement.

“2018 Merger Agreement” means that certain Agreement and Plan of Merger, dated as of January 11, 2018, among DST, the Parent and Diamond MergerCo (including all exhibits and disclosure schedules thereto).

“2018 Senior Notes” means the unsecured senior notes issued by the Parent pursuant to the 2018 Senior Notes Indenture, if any.

“2018 Senior Notes Indenture” means the Indenture, if any, dated on or around the Restatement Effective Date, among the Parent, the Company, the other Domestic Guarantors and the financial institution party thereto as trustee.

“Diamond MergerCo” means Diamond Merger Sub, Inc., a Delaware corporation and a Wholly Owned Subsidiary of the Company.

“DST” means DST Systems, Inc., a Delaware corporation.

“DST Acquisition” means the acquisition by Parent of the Target pursuant to the 2018 Merger Agreement, to be effected by way of the 2018 Merger.

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“Existing 2017 Target Note Purchase Agreement” means the Master Note Purchase Agreement, dated November 14, 2017, by and among the Target and the purchasers party thereto.

“Parent Equity Offering” means all public offerings of common equity of the Parent consummated prior to the Restatement Effective Date.

“Restatement Effective Date” means the “Acquisition Closing Date” under and as defined in the Second Amendment.

“Second Amendment” means that certain Second Amendment to Credit Agreement, dated as of March 9, 2018 among the Parent, each Borrower, the Guarantors, the Lenders party thereto constituting the Required Lenders, and the Administrative Agents (as defined in the Second Amendment).

“Target Tranche C Senior Notes” means the 4.02%, Series 2017A, Tranche C Senior Notes due August 6, 2025 to be issued pursuant to the Existing 2017 Target Note Purchase Agreement.

“Target Tranche C Senior Notes Waiting Period” means, solely to the extent that the Target Tranche C Senior Notes have not been issued prior to the Restatement Effective Date, the period from the issuance of the Target Tranche C Senior Notes until the first business day on or immediately following the day that is 15 days after the issuance thereof.

(b)Clause (b) of the definition of “Available Amount” shall be replaced in its entirety with the following:

“(b) the cumulative amount of cash and Cash Equivalent proceeds from the sale of Equity Interests and capital contributions (other than Disqualified Capital Stock and Equity Interests under any Parent Equity Offerings) received by the Parent (other than any proceeds included for purposes of determining amounts available for Investments under Section 8.02(n)) and contributed to the Company after the Closing Date in the form of common equity, plus”

(c)The definition of “Permitted Acquisition” shall be replaced in its entirety with the following:

““Permitted Acquisition” means (i) an Investment consisting of an Acquisition by the Parent or any of its Restricted Subsidiaries, provided that (a) the property acquired (or the property of the Person acquired) in such Acquisition complies with Section 8.07, (b) in the case of an Acquisition of the Equity Interests of another Person, the board of directors (or other comparable governing body) of such other Person shall have duly approved such Acquisition, (c) the representations and warranties made by the Loan Parties in each Loan Document shall be true and correct in all material respects at and as if made as of the date of such Acquisition (after giving effect thereto) except to the extent such representations and warranties expressly relate to an earlier date, (d) no Default exists or would result therefrom, (e) if the Person acquired is or becomes a Domestic Subsidiary of the Company, it shall (to the extent required by Section 7.12) guarantee all of the Obligations and otherwise satisfy the requirements of Section 7.12  and Section 7.14 within the timeframes provided therein, and (f) if the Person acquired is or becomes

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a Restricted Subsidiary of Lux Intermediate Holdco, it shall (to the extent required by Section 7.12) guarantee the Foreign Obligations and otherwise satisfy the requirements of Section 7.12 and Section 7.14 within the timeframes provided therein; provided that the requirements of clauses (c) and (d) above shall be subject to Sections 1.12 and 2.01(i) in the case of a Limited Condition Acquisition, and (ii) the DST Acquisition to be consummated on the Restatement Effective Date pursuant to the 2018 Merger Agreement.”

(d)Section 2.01(f)(i) of the Credit Agreement shall be replaced in its entirety with the following:

“(i) the sum of (A) the aggregate amount of all increases in the Aggregate Revolving Commitments pursuant to this Section 2.01(f) plus (B) the aggregate original principal amount of all Incremental Term Loans made pursuant to Section 2.01(e) shall not exceed the sum of (x) $6,945,800,000 plus (y) the principal amount of Loans and/or Aggregate Revolving Commitments that, on a Pro Forma Basis at the time of determination, would not cause the Consolidated Net Secured Leverage Ratio to be greater than 5.25 to 1.0 (for this purpose, calculated as if any increase in the Aggregate Revolving Commitments were fully drawn and determined without regard to the netting of any cash proceeds from the increase in the Aggregate Revolving Commitments or the incurrence of Incremental Term Loans);”

(e)Section 2.01 of the Credit Agreement shall be amended by adding the following clause as a new clause (j):

“Incremental Term Loans.  Each Incremental Term Loan Lender party to the Incremental Term Loan Agreement to be dated on or around the Restatement Effective Date and entered into in connection with the second amended and restated commitment letter dated February 15, 2018, among the financial institutions party thereto as Initial Lenders (as defined therein) and the Company, severally agrees to make to the Company an Incremental Term Loan in an aggregate principal amount not to exceed its 2018 Incremental Term Loan Commitments (as defined in such Incremental Term Loan Agreement), subject solely to the terms and conditions set forth therein; provided that such Incremental Term Loan may only be utilized for the purpose of financing the DST Acquisition, the refinancing of certain indebtedness, and costs and expenses incurred in connection therewith.  Amounts prepaid or repaid in respect of such Incremental Term Loans may not be reborrowed.”  

(f)Section 8.02(n) of the Credit Agreement shall be replaced in its entirety with the following:

“(n) Investments to the extent made with the cash proceeds of an issuance of Equity Interests by the Parent (other than any such proceeds included for purposes of determining the Available Amount or any proceeds from a Parent Equity Offering), so long as (i) such proceeds are maintained in a segregated account pending such Investment and (ii) such Investment is consummated within sixty (60) days of such issuance of Equity Interests;”

(g)Section 8.03 of the Credit Agreement shall be amended by adding the following clause as a new clause (q):

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“(q) solely to the extent (A) the Target Tranche C Senior Notes have not been issued prior to the Restatement Effective Date, (B) the Company shall have delivered an irrevocable notice of prepayment of the Target Tranche C Senior Notes on the date of issuance thereof and (C) the Company shall have deposited, on or prior to such date of issuance, an amount not to exceed the sum of the aggregate principal amount of the Target Tranche C Senior Notes upon issuance thereof plus any make whole amount required pursuant to the Existing 2017 Target Note Purchase Agreement plus any accrued and unpaid interest under the Target Tranche C Senior Notes into an escrow account to be held by an escrow agent acceptable to theAdministrative Agent and subject to escrow arrangements reasonably satisfactory to the Administrative Agent, which escrowed proceeds shall only be released from escrow to repay the Target Tranche C Senior Notes (it being understood that such repayment shall occur no later than the end of the Target Tranche C Senior Notes Waiting Period) and for the period of the Target Tranche C Senior Notes Waiting Period, the Target Tranche C Senior Notes;”

(h) Section 8.03 of the Credit Agreement shall be amended by adding the following clause as a new clause (r):

“(r)(i) Indebtedness in respect of the 2018 Senior Notes, if any, in an aggregate principal amount not to exceed $750,000,000 and (ii) and Permitted Refinancing with respect thereto.”

Amendment and Restatement of the Credit Agreement

. The Loan Parties, the Existing Administrative Agent, the Successor Administrative Agent, the L/C Issuers, the Lenders party hereto and the other parties party hereto each agree that on the Acquisition Closing Date:

(a)the Credit Agreement shall be amended and restated in the form of the Amended and Restated Credit Agreement and any term or provision of the Credit Agreement which is different from that set forth in the Amended and Restated Credit Agreement shall be replaced and superseded in all respects by the terms and provisions of the Amended and Restated Credit Agreement; and

(b)the Successor Administrative Agent and the Successor Collateral Agent are directed to date and execute the Amended and Restated Credit Agreement for and on behalf of the Lenders, thereby becoming the “Administrative Agent” and “Collateral Agent” thereunder;

Representations and Warranties

.  To induce the other parties hereto to enter into this Second Amendment and the Amended and Restated Credit Agreement, each of the Borrowers and each other Loan Party hereto hereby represents and warrants to each other party hereto that:

(a)each Loan Party party hereto has the corporate or other power and authority to make, deliver and perform this Second Amendment.  Each Loan Party party hereto has taken all necessary corporate or other action to authorize the execution, delivery and performance of this Second Amendment.  This Second Amendment has been duly executed and delivered by each Loan Party that is a party thereto.  This Second Amendment constitutes a legal, valid and binding obligation of each Loan Party that is a party thereto, enforceable against each such Loan Party in

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accordance with its terms except as may be limited by applicable Debtor Relief Laws, concepts of reasonableness and general principles of equity;

(b)the representations and warranties of each Loan Party contained in Article VI of the Credit Agreement or any other Loan Document shall be true and correct in all material respects (except when qualified by materiality, in which case they shall be true and correct in all respects) on and as of the Second Amendment Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct as of such earlier date in all material respects (except when qualified by materiality, in which case they shall be true and correct in all respects); and

(c)both immediately before and after giving effect to (i) this Second Amendment and (ii) the Acquisition Closing Date, no Default or Event of Default shall have occurred and be continuing.

Conditions of Effectiveness of this Second Amendment

.  This Second Amendment shall become effective as of the first date (the “Second Amendment Effective Date”) on which each of the following conditions shall have been satisfied:

(a)The Administrative Agents shall have received duly executed counterparts hereof that, when taken together, bear the signatures of (i) the Borrowers, (ii) each of the other Loan Parties, (iii) Lenders constituting Required Lenders, in the case of this clause (iii), prior to 5:00 p.m., New York City time, on February 27, 2018 (the “Consent Deadline”) (iv) the Existing Administrative Agent, (v) the Successor Administrative Agent, and (vi) the Agents (as defined in the Commitment Letter).

(b)The Company shall have delivered a certificate to the Administrative Agents confirming that the representations and warranties contained in Section 4 of this Second Amendment are true and correct as of the Second Amendment Effective Date.

(c)Both before and after the Second Amendment Effective Date, no Default or Event of Default has occurred and is continuing.

(d)The Company shall have delivered a binding notice pursuant to the second amended and restated commitment letter dated February 15, 2018 (including the exhibits and other attachments thereto, the “Commitment Letter”), among the financial institutions party thereto as Initial Lenders (as defined therein) and the Company to confirm that (i) the ‘Amendment Effective Date’ (as defined in the Commitment Letter) shall have occurred (or shall occur concurrently with the Second Amendment Effective Date) and (ii) the commitments of the Initial Lenders (as defined in the Commitment Letter) under the Commitment Letter shall be reduced in accordance with the Commitment Letter to (I) in respect of the Term Loan Facilities, $5,626,075,000.11, and (II) in respect of the Revolving Facility, $250,000,000 (in each case, as defined in the Commitment Letter).

(e)The Company shall have delivered to the Successor Administrative Agent a duly executed counterpart to the fee letter in respect of the ticking fee applicable to the Term B-3 Facility (as defined in the Amended and Restated Credit Agreement) and the Term B-4 Facility (as defined in the Amended and Restated Credit Agreement).

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Upon the satisfaction (or waiver) of the conditions precedent in this Section 5, the

Administrative Agents shall promptly confirm the Second Amendment Effective Date,

which confirmation shall be conclusive absent manifest error.

Conditions of Effectiveness of the Amended and Restated Credit Agreement

. The Amended and Restated Credit Agreement attached hereto as Exhibit A shall become effective as of the first date on which each of the following conditions shall have been satisfied, which shall be no later than the Outside Date (the “Acquisition Closing Date”):

(a)Loan Documents.  Receipt by the Successor Administrative Agent of executed counterparts of: (i) the Resignation and Appointment Agreement (including any assignments, filings or registrations required thereby), (ii) the Security Trust Resignation and Appointment Deed (as defined below), and (iii) the Re-allocation Agreement (as defined in the Amended and Restated Credit Agreement), in each case in form and substance satisfactory to the Successor Administrative Agent, and properly executed by the Existing Administrative Agent, the Existing Collateral Agent, the Successor Administrative Agent and the Successor Collateral Agent, as applicable.

(b)The Administrative Agents shall have received:

(i) an English law governed supplemental security deed in relation to each of (i) the equitable charge over shares, dated 8 July 2015, between the Designated Borrower 2, as company and the Existing Administrative Agent; and (ii) the debenture, dated 8 July 2015, between Financial Models Corporation Limited, SS&C Solutions Limited and SS&C Financial Services Limited (formerly known as GlobeOp Financial Services Limited), as chargors and the Existing Administrative Agent, each in form and substance reasonably satisfactory to the Successor Administrative Agent and properly executed by a Responsible Officer of each Loan Party party thereto;

(ii) a Luxembourg law governed (a) amendment and confirmation agreement to the CPECs pledge agreement between Advent Software Luxembourg, as pledgor, the Existing Administrative Agent, as pledgee, and the Designated Borrower 1, over the CPECs issued by the Designated Borrower 1, dated July 8, 2015, as amended and confirmed on March 4, 2016 and confirmed on March 2, 2017, (b) amendment and confirmation agreement to the share pledge agreement between Advent Software Luxembourg, as pledgor, the Existing Administrative Agent, as pledgee, and the Designated Borrower 1, as company, over the shares of the Designated Borrower 1, dated July 8, 2015, as amended and confirmed on March 4, 2016 and confirmed on March 2, 2017 (c) amendment and confirmation agreement to the CPECs and PECs pledge agreement between Hub Data Incorporated, as pledgor, the Existing Administrative Agent, as pledgee and Advent Software Luxembourg, as company, over the CPECs and PECs issued by Advent Software Luxembourg, dated March 4, 2016 and confirmed on March 2, 2017, (d) amendment and

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confirmation agreement to the share pledge agreement between Hub Data Incorporated, as pledgor, the Existing Administrative Agent, as pledgee, and Advent Software Luxembourg, as company, over the shares of Advent Software Luxembourg, dated March 4, 2016 and confirmed on March 2, 2017, (e) amendment and confirmation agreement to the share pledge between the Designated Borrower 1, as pledgor, the Existing Administrative Agent, as pledgee, and the Designated Borrower 2, as company, over the shares issued by the Designated Borrower 2, dated July 8, 2015 and confirmed on March 2, 2017 and (f) amendment and confirmation agreement to the CPECs pledge agreement between the Designated Borrower 1, as pledgor, the Existing Administrative Agent, as pledgee and the Designated Borrower 2, as company, over the CPECs issued by the Designated Borrower 2, dated July 8, 2015 and confirmed on March 2, 2017, each in form and substance reasonably satisfactory to the Successor Administrative Agent and properly executed by a Responsible Officer of each Loan Party party thereto;

(iii) a Cayman Islands law governed security confirmation deed in relation to the share security agreement, dated 8 July 2015, and entered into between GlobeOp Financial Services (Switzerland) GmbH, as chargor, SS&C Fund Services (Cayman) Ltd. (formerly known as GlobeOp Financial Services (Cayman) Ltd.) as company and the Existing Administrative Agent, in form and substance reasonably satisfactory to the Successor Administrative Agent and properly executed by a Responsible Officer of each Loan Party party thereto;

(iv) a Swiss law governed security confirmation agreement in relation to the Swiss law governed quota pledge agreement regarding the pledge of quotas in GlobeOp Financial Services (Switzerland) GmbH, dated 8 July 2015, between SS&C European Holdings S.A.R.L. and the holders of Secured Obligations (as defined therein), represented by Deutsche Bank AG New York Branch as Administrative Agent, in form and substance reasonably satisfactory to the Successor Administrative Agent and properly executed by a Responsible Officer of each Loan Party party thereto; and

(v) an Irish law governed security confirmation agreement in relation to the share mortgage in respect of the shares in SS&C Technologies Ireland Limited, dated 8 July 2015 and entered into or to be entered into between &C European Holdings S.A.R.L., as chargor, and the Existing Administrative Agent, in form and substance reasonably satisfactory to the Successor Administrative Agent and properly executed by a Responsible Officer of each Loan Party party thereto.

(c)Opinions of Counsel. Receipt by the Successor Administrative Agent of legal opinions of (i) Davis Polk & Wardwell LLP, New York counsel to the Loan Parties, (ii) Arendt & Medernach SA, Luxembourg counsel to the Successor Administrative Agent,

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(iii) Latham & Watkins LLP, English counsel to theSuccessor Administrative Agent (iv) Mourant Ozannes, Cayman Islands counsel to the Successor Administrative Agent, (v) Stewart McKelvey, Canadian counsel to the Loan Parties, and (vi) Homburger, Swiss counsel to the Successor Administrative Agent, in each case addressed to the Successor  Administrative Agent, each L/C Issuer and each Lender, dated as of the Acquisition Closing Date, and in form and substance reasonably satisfactory to the Successor Administrative Agent.

(d)No Target Material Adverse Effect. Since December 31, 2016, there shall not have occurred and be continuing any event, occurrence, revelation or development of a state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Target Material Adverse Effect (as defined in the Amended and Restated Credit Agreement).

(e)Limited Representations and Warranties. The Specified Representations (as defined in the Amended and Restated Credit Agreement) and the Merger Agreement Representations (as defined in the Amended and Restated Credit Agreement) shall be true and correct in all material respects (or, in the case of any representations and warranties qualified by materiality, shall be true and correct in all respects).

(f)Target Acquisition. Prior to or substantially concurrently with the initial Borrowing and the issuance of the 2018 Senior Notes, if any, (as defined in the Amended and Restated Credit Agreement) and/or any borrowing under the Bridge Facility, if any, (as defined in the Amended and Restated Credit Agreement), if applicable, on the Acquisition Closing Date, the Target Acquisition shall have been consummated in accordance with the terms of the Merger Agreement and the Merger Agreement shall not have been altered, amended or otherwise changed or supplemented or any provision or condition therein waived, and neither the Parent nor any affiliate thereof shall have consented to any action which would require the consent of the Parent or such affiliate under the Merger Agreement, if such alteration, amendment, change, supplement, waiver or consent would be adverse to the interests of the Lenders in any material respect, in any such case without the prior written consent of the Arrangers (as defined in the Amended and Restated Credit Agreement) (such consent not to be unreasonably withheld) (it being understood and agreed that any alteration, supplement, amendment, modification, waiver or consent that (a) decreases the purchase price in respect of the Target Acquisition by 10% or more other than purchase price adjustments pursuant to the express terms of the Merger Agreement shall be deemed to be adverse to the interests of the Lenders in a material respect, (b) any increase in the purchase price in respect of the Target Acquisition shall not be deemed to be adverse to the interests of the Lenders in any material respect, so long as such increase is funded solely by the issuance of the Parent of common equity, or (c) modifies the so-called “Xerox” provisions of the Merger Agreement providing protection with respect to exclusive jurisdiction, waiver of jury trial, liability caps and third party beneficiary status for the benefit of the Lenders (as defined in the Merger Agreement) and their respective affiliates shall be deemed to be adverse to the interests of the Lenders in a material respect).

(g)Refinancing. The Successor Administrative Agent shall have received evidence that all obligations of each of the Parent and its Subsidiaries and the Target and its Subsidiaries with respect to the Indebtedness being refinanced pursuant to the Refinancing (as defined in the Amended and Restated Credit Agreement) shall have been paid in full, and all commitments,

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security interests and guaranties in connection therewith shall have been terminated and released.  After giving effect to the consummation of the Transaction (as defined in the Amended and Restated Credit Agreement), the Parent and its Subsidiaries shall have no outstanding preferred equity or Indebtedness, except for Indebtedness incurred pursuant to (i) the Loan Documents, (ii) indebtedness expressly permitted to remain outstanding after the Closing Date pursuant to the Merger Agreement, (iii) during the Existing Target Senior Notes Waiting Period (as defined in the Amended and Restated Credit Agreement), to the extent that the Existing Target Senior Notes (as defined in the Amended and Restated Credit Agreement) have not been repaid as part of the Refinancing (as defined in the Amended and Restated Credit Agreement) and the Existing Target Senior Notes Condition (as defined in the Amended and Restated Credit Agreement) shall have been satisfied, the Existing Target Senior Notes, (iv) (i) the 2018 Senior Notes, if any (as defined in the Amended and Restated Credit Agreement) and/or (ii) the Bridge Facility, if any, (as defined in the Amended and Restated Credit Agreement), (v) ordinary course capital leases and purchase money indebtedness, in each case that would be permitted under the Amended and Restated Credit Agreement, (vi)from the Restatement Effective Date to April 6, 2018, so long as the Existing Senior Notes Condition shall have been satisfied, the Senior Notes, and (vii) such other existing indebtedness identified to the Arrangers (as defined in the Amended and Restated Credit Agreement) as “surviving debt” prior to the date of the Fee Letter (as defined in the Amended and Restated Credit Agreement) and which is acceptable to the Arrangers (as defined in the Amended and Restated Credit Agreement).  If the Existing Target Senior Notes (as defined in the Amended and Restated Credit Agreement) shall not have been repaid in full on or prior to the Acquisition Closing Date, the Existing Target Senior NotesCondition shall have been satisfied.

(h)Organization Documents, Resolutions, Etc.  Receipt by the Successor Administrative Agent of a certificate of each Loan Party, dated the date of the Acquisition Closing Date (the statements made in such certificate shall be true and correct on and as of the Acquisition Closing Date), certifying as to each of the following:

(i) copies of the Organization Documents of each Loan Party certified to be true and complete as of the date of the resolutions referred to in clause (ii) below were adopted by the appropriate Governmental Authority of the state or other jurisdiction of its incorporation or organization, where applicable, and certified by a secretary or assistant secretary (or, in the case of a Loan Party incorporated under the laws of England and Wales, a director) of such Loan Party to be true and correct as of the Acquisition Closing Date;

(ii) such certificates of resolutions or other action, incumbency certificates (if applicable in the relevant jurisdiction) and/or other certificates of Responsible Officers of each Loan Party as the Successor Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; and

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(iii) such documents and certifications as the Successor Administrative Agent may reasonably require to evidence that each Loan Party is duly incorporated, organized or formed, and is validly existing, in good standing and qualified to engage in business in its state or jurisdiction of incorporation, organization or formation (if applicable).

(i)Financial Statements. The Successor Administrative Agent shall have received (1) audited consolidated balance sheets and related statements of income and cash flows of each of the Parent and the Target for the most recent three fiscal years ended at least 90 days prior to the Acquisition Closing Date, (2) unaudited consolidated balance sheets and related statements of income and cash flows of each of the Parent and the Target for each fiscal quarter ended after the close of its most recent fiscal year (other than the last quarter of a fiscal year) and at least 45 days prior to the Acquisition Closing Date and (3) pro forma consolidated financial statements (including a consolidated balance sheet and related statements of income and cash flow) of the Parent and its Subsidiaries (including the Target and its Subsidiaries) meeting the requirements of Regulation S-X for registration statements (as if such a registration statement for a debt issuance of the Company became effective on the Acquisition Closing Date) on Form S-1 and a pro forma consolidated statement of income of the Parent for the twelve-month period ending on the last day of the most recently completed four fiscal quarter period ended at least 45 days before the Acquisition Closing Date, prepared after giving effect to the Transaction (as defined in the Amended and Restated Credit Agreement) as if the Transaction had occurred at the beginning of such period. The Successor Administrative Agent hereby acknowledges receipt of (i) the audited financial statements referred to in clause (1) above of each of the Parent and the Target as of, and for the years ended, December 31, 2014, December 31, 2015 and December 31, 2016 and (ii) the unaudited financial statements of each of the Parent and the Target referred to in clause (2) above as of, and for the 3-month period ended March 31, 2017, the 3- and 6-month periods ended June 30, 2017 and the 3- and 9-month periods ended September 30, 2017. It is understood and agreed that filing of the required financial statements on Form 10-K and Form 10-Q by the Parent and the Target, as applicable, will satisfy the foregoing requirements.

(j)Solvency Certificate.  Receipt by the Successor Administrative Agent of a certificate of Parent in the form of Exhibit 5.01(j) of the Amended and Restated Credit Agreement, dated the Acquisition Closing Date, signed by the chief financial officer of the Parent.

(k)Lien Searches.  Receipt by the Successor Administrative Agent of completed customary searches dated on or before the Acquisition Closing Date, including all effective financing statements filed in the jurisdictions of organization of each Loan Party that name such Loan Party as debtor, together with copies of such other financing statements.

(l)Collateral.  The Successor Administrative Agent shall have received the following:

(i) UCC financing statements (or the equivalent thereof in any applicable jurisdiction) for each appropriate jurisdiction as is necessary, in the Successor Administrative Agent’s reasonable discretion, to perfect the Successor Collateral Agent's security interest in the Collateral, including

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any UCC amendment statements (or the equivalent thereof in any applicable jurisdiction) to assign the security interest to the Successor Collateral Agent;

(ii) to the extent required under the laws of the relevant jurisdiction for perfecting (or achieving the required priority with respect to) a security interest in Equity Interests pledged as Collateral for the Obligations (or any portion thereof), all certificates evidencing such Equity Interests that are issued by any Subsidiary of Parent and that are pledged to the Successor Collateral Agent pursuant to any Collateral Document together with duly executed in blank, undated stock powers attached thereto;

(iii) evidence of the completion of all other recordings and filings of, or with respect to, any Collateral Document as may be required pursuant to such Collateral Document and necessary or, in the reasonable opinion of the Successor Collateral Agent, desirable, to perfect the security interests intended to be created by the Collateral Documents; and

(iv) evidence that all other actions necessary or, in the reasonable opinion of the Successor Collateral Agent, desirable to perfect and protect the security interests purported to be created by the Collateral Documents and that are required to be taken pursuant to the Collateral Documents have been taken;

provided that, notwithstanding the foregoing or anything to the contrary herein, to the extent any Collateral (including any Collateral granted pursuant to the Collateral Documents identified in Section 6(b) of this Second Amendment) may not be perfected by (A) the filing of a UCC financing statement (or the equivalent thereof in any applicable jurisdiction), or (B) taking delivery and possession of a stock certificate of each Borrower and each direct and indirect holding company thereof (other than the Parent), as well as each material direct or indirect wholly-owned Domestic Subsidiary of the Company (other than a Foreign Holdco) (provided that such certificates of the Target and its material wholly-owned domestic Restricted Subsidiaries will be required to be delivered on the Acquisition Closing Date only to the extent received from Target after the Company’s use of commercially reasonable efforts to do so), if the perfection of the Successor Collateral Agent’s security interest in such Collateral shall not be accomplished prior to the Acquisition Closing Date after the Company’s use of commercially reasonable efforts to do so and without undue burden and expense, then the perfection of the security interest in such Collateral shall not constitute a condition precedent under this Section 6(l) but, instead, may be accomplished within 90 days after the Acquisition Closing Date (which date may be extended by the Successor Collateral Agent in its reasonable discretion).

(m)Fees and Expenses.  To the extent invoiced at least three Business Days prior to the Acquisition Closing Date, all costs, fees, expenses (including, without limitation, legal fees and expenses) and other compensation contemplated by the Fee Letter or as otherwise agreed by the parties thereto, payable to the Existing Administrative Agent, the Successor Administrative Agent, the Co-Managers (as defined in the Amended and Restated Credit Agreement) and the Lenders shall have been paid to the extent due.

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(n)PATRIOT ACT, KYC, etc.  The Successor Administrative Agent and the Lenders shall have received, at least five days prior to the Acquisition Closing Date, all documentation and other information regarding Parent, each Borrower and each Guarantor, as required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the Act, to the extent requested at least 10 days prior to the Acquisition Closing Date.

(o)Process Agent Appointment Letter. Subject to Section 7.19(b) of the Amended and Restated Credit Agreement, the Successor Administrative Agent shall have received a copy of a letter appointing a process agent reasonably acceptable to the Successor Administrative Agent as process agent for each Designated Borrower pursuant to Section 11.14(d) of the Amended and Restated Credit Agreement in form and substance reasonably satisfactory to the Successor Administrative Agent.

(p)Acquisition Closing Date Certificate.  The Successor Administrative Agent shall have received a certificate signed by a Responsible Officer of the Company certifying that the conditions specified in this Section 6(d) and Section 6(e) have been satisfied.

(q)Incremental Joinder. The Successor Administrative Agent shall have received duly executed counterparts of the Incremental Joinder (as defined in the Amended and Restated Credit Agreement) that, when taken together, bears the signatures of (i) the Company, (ii) the Designated Borrowers, (iii) each Revolving Lender party thereto, (iv)  each of the Incremental Term Loan Lenders party thereto, and (v) the Successor Administrative Agent.

(r)Joinder Agreement. The Successor Administrative Agent shall have received a Joinder Agreement in respect of the Designated U.S. Co-Borrower (defined in the Amended and Restated Credit Agreement).

(s)Consent Fee. The Successor Administrative Agent shall have received for distribution to each Consenting Lender that is a Revolving Lender, a Term B-1 Lender or Term B-2 Lender on or prior to the Acquisition Closing Date a consent fee equal to 0.10% (the “Consent Fee”) of the aggregate principal amount of its Revolving Commitments and Term B-1 Loans and Term B-2 Loans as of the Consent Deadline, immediately prior to giving effect to this Amendment; provided that each Term B-1 Lender and Term B-2 Lender who is a Consenting Lender and elects Option B (Assignment Settlement Option) in the Lender Consent (such Consenting Lender, a “Rollover Lender”) shall receive, with respect to such Rollover Lender’s aggregate commitments under the Term B-3 Facility and Term B-4 Facility (in each case, as defined in the Amended and Restated Credit Agreement) allocated to such Rollover Lender by the Successor Administrative Agent (such aggregate commitments for each Rollover Lender, the “Rollover Commitments”) an upfront fee equal to 0.25% with respect to the Rollover Commitments held by such Rollover Lender (such fee, the “Rollover Upfront Fee”), and such Rollover Upfront Fee shall be in lieu of the Consent Fee payable to such Rollover Lender solely with respect to the Term B-1 Loans and Term B-2 Loans held by such Rollover Lender which are exchanged into Rollover Commitments (and, for the avoidance of doubt, each Rollover Lender shall nevertheless receive the Consent Fee in respect of the principal amount by which the aggregate Term B-1 Loans and Term B-2 Loans held by such Rollover Lender as of Consent Deadline exceeds its Rollover Commitments); provided further that the Consent Fee and

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Rollover Upfront Fee shall not be payable if the Second Amendment Effective Date does not occur.

(t)Prepayment of Non-Continuing Lenders, Term A Lenders and Senior Notes. TheCompany shall have, substantially concurrently with the Acquisition Closing Date, (i) paid to the Non-Consenting Lenders and to the Lenders under the Term A Facilities all amounts necessary (including the principal amount, accrued interest and fees owed to such Lenders) to repay in full the Loans held by such Lenders immediately prior to the effectiveness of the Amended and Restated Credit Agreement, and (ii) repaid in full the Senior Notes.

Without limiting the generality of the provisions of the last paragraph of Section 10.03 of the Amended and Restated Credit Agreement, for purposes of determining compliance with the conditions specified in this Section 6, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented to or approved by or acceptable or satisfactory to a Lender unless the Administrative Agents shall have received notice from such Lender prior to the proposed Acquisition Closing Date specifying its objection thereto.

Outside Date

.

Notwithstanding anything herein to the contrary, if the Outside Date occurs prior to the Acquisition Closing Date, the amendments set forth in Sections 2 and 3 hereof shall not be effective.  “Outside Date” shall mean 5:00 p.m. (New York time) on July 11, 2018 (the “Initial Outside Date”) or, if the conditions set forth in the following sentence have been satisfied, 5:00 p.m. (New York time) on November 11, 2018 (the “Extended Outside Date”).  The Company may extend the Initial Outside Date to the Extended Outside Date so long as (x) the conditions set forth in Section 8.01(b)(i) of the Merger Agreement are complied with and (y) the Company shall have delivered to the Existing Administrative Agent and the Successor Administrative Agent a copy of the written extension notice required under such Section 8.01(b) of the Merger Agreement.

Effect of Amendment

. Except as expressly set forth in this Second Amendment or in the Credit Agreement, this Second Amendment shall not by implication or otherwise limit, impair, constitute a waiver of or otherwise affect the rights and remedies of the Lenders or the Existing Administrative Agent under the Credit Agreement or any other Loan Document, and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other provision of the Credit Agreement or of any other Loan Document, all of which are ratified and affirmed in all respects and shall continue in full force and effect.  Without limiting the generality of the foregoing, the Collateral Documents and all of the Collateral described therein do and shall continue to secure the payment of all Obligations or Foreign Obligations (as applicable) of the applicable Loan Parties under the Loan Documents, in each case, as amended by this Second Amendment.  Nothing herein shall be deemed to entitle the Borrowers to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Credit Agreement or any other Loan Document in similar or different circumstances.

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(a)On and after the Second Amendment Effective Date, each reference in the Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein”, or words of like import, and each reference to the Credit Agreement in any other Loan Document, in each case shall be deemed a reference to the Credit Agreement (as amended by this Second Amendment).  This Second Amendment shall constitute a “Loan Document” for all purposes of the Credit Agreement and the other Loan Documents.

(b)The parties hereto confirm that no novation of any kind has occurred as a result of, or in connection with, this Second Amendment or otherwise, any such novation being hereby expressly disclaimed.

Costs and Expenses

.  The Borrowers hereby agree to reimburse the Existing Administrative Agent, the Successor Administrative Agent and the Arrangers (as defined in the Fee Letter) for their reasonable and documented out-of-pocket expenses in connection with this Second Amendment, including the reasonable fees, charges and disbursements of counsel for the Existing Administrative Agent, Successor Administrative Agent and the Arrangers (as defined in the Fee Letter), in each case, as required to be reimbursed pursuant to the Credit Agreement or that certain Second Amended and Restated Fee Letter, dated as of February 15, 2018 (the “Fee Letter”), among the Company, the Arrangers (as defined in the Fee Letter) and the other parties thereto, as applicable.

Reaffirmation

.  By executing and delivering a counterpart hereof, (i) each Borrower and each Guarantor hereby agrees that all Loans incurred by the applicable Borrowers shall be guaranteed by the applicable Guarantors pursuant to the Guaranty set forth at Article IV of the Credit Agreement in accordance with the terms and provisions thereof and shall be secured pursuant to the Collateral Documents in accordance with the terms and provisions thereof and (ii) each Borrower and each other Loan Party hereby (A) agrees that, notwithstanding the effectiveness of this Second Amendment, after giving effect to this Second Amendment, the Collateral Documents continue to be in full force and effect and (B) affirms and confirms all of its obligations and liabilities under the Credit Agreement and each other Loan Document, in each case after giving effect to this Second Amendment, including, with respect to the Guarantors, the guaranty of the Obligations or Foreign Obligations (as applicable) by each Guarantor and, with respect to each Loan Party, the pledge of and/or grant of a security interest in its assets as Collateral pursuant to the Collateral Documents to secure such Obligations or Foreign Obligations (as applicable), and acknowledges and agrees that such obligations, liabilities, guarantee, pledge and grant continue in full force and effect in respect of, and to secure, such Obligations or Foreign Obligations (as applicable) under the Credit Agreement and the other Loan Documents, in each case after giving effect to this Second Amendment.

GOVERNING LAW; JURISDICTION, ETC.

THIS SECOND AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK.  SECTION 11.14 OF THE CREDIT AGREEMENT IS HEREBY INCORPORATED BY REFERENCE INTO THIS SECOND AMENDMENT AND SHALL APPLY TO THIS SECOND AMENDMENT, MUTATIS MUTANDIS.

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Counterparts

.  This Second Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.  Delivery by facsimile or other electronic transmission (including in “.pdf” or “.tif” format) of an executed counterpart of a signature page to this Second Amendment shall be effective as delivery of an original executed counterpart of this Second Amendment.

Headings

.  Section headings herein are included for convenience of reference only and shall not affect the interpretation of this Second Amendment.

Severability

.  Section 11.12 of the Credit Agreement is hereby incorporated by reference into this Second Amendment and shall apply to this Second Amendment mutatis mutandis.

Resignation and Appointment of Successor Collateral Agent and Successor Administrative Agent

.

(a)Pursuant to Section 10.06 of the Credit Agreement, the Existing Collateral Agent, and the Existing Administrative Agent hereby deliver notice to each of the Lenders, the other Agents, the L/C Issuers (each as defined in the Credit Agreement) and the Borrower that, effective upon earlier to occur of the Outside Date and the Acquisition Closing Date (such earlier date, the “Agency Transfer Date”), (i) the Existing Collateral Agent hereby resigns as Collateral Agent and (ii) the Existing Administrative Agent hereby resigns as Existing Administrative Agent and as an L/C Issuer, in each case, under the Amended and Restated Credit Agreement and the other Loan Documents (as defined in the Amended and Restated Credit Agreement).  The Required Lenders hereby appoint the Successor Collateral Agent as successor Collateral Agent and the Successor Administrative Agent as successor Administrative Agent effective upon the Agency Transfer Date, the Borrowers hereby consent to the Successor Collateral Agent’s appointment as successor Collateral Agent and the Successor Administrative  Agent’s appointment as successor Administrative Agent as of the Agency Transfer Date, the Successor Collateral Agent and the Successor Administrative Agent hereby accept such appointment as of the Acquisition Closing Date and the Lenders party hereto irrevocably direct the Existing Collateral Agent and the Existing Administrative Agent to execute the Resignation and Appointment Agreement and the Security Trust Resignation and Appointment Deed on the Agency Transfer Date.  In addition, each of the parties hereto agree that effective as of the Agency Transfer Date, (i) the Successor Collateral Agent and the Successor Administrative Agent shall succeed to the rights, powers and duties of the Existing Collateral Agent and the Existing Administrative Agent, respectively, as set forth in the Amended and Restated Credit Agreement and the other Loan Documents (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement), (ii) the Existing Collateral Agent shall assign to the Successor Collateral Agent all of its rights, obligations and other interests (other than any of its rights and indemnities which expressly survive the resignation of the Existing Administrative Agent in accordance with Section 11.04(f) of the Amended and Restated Credit Agreement) (collectively, the “Collateral Agency Interests”) as the Collateral Agent under the Amended and Restated Credit Agreement and the other Loan Documents (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Collateral Agent hereby

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assumes the Collateral Agency Interests, (iii) the Existing Administrative Agent shall assign to the Successor Administrative Agent all of its rights, obligations and other interests (other than any of its rights and indemnities which expressly survive the resignation of the Existing Administrative Agent in accordance with Section 11.04(f) of the Amended and Restated Credit Agreement) (collectively, the “Administrative Agency Interests”) as the Existing Administrative Agent under the Amended and Restated Credit Agreement and the other Loan Documents (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement) and effective as of the Agency Transfer Date the Successor Administrative Agent hereby assumes the Administrative Agency Interests, (iv) the Existing Collateral Agent and the Existing Administrative Agent shall be released from all duties and obligations (other than the English Law Documents and as otherwise set forth in the Resignation and Appointment Agreement) and (v) any notice requirements in connection with the Resignation and Appointment and the Security Trust Resignation and Appointment Deed (as defined below) are deemed to be satisfied by this Second Amendment and any other time periods or requirements in connection therewith are waived. The Lenders, L/C Issuers, the Company and the other Loan Parties hereby (a) waive any notice period under Section 10.06 of the Credit Agreement or Section 5.3 of the Security Trust Deed required before the resignation by the Existing Collateral Agent and the Existing Administrative Agent may become effective and (b) authorize each of the Borrower, the Existing Collateral Agent, the Successor Collateral Agent, the Existing Administrative Agent, and the Successor Administrative Agent, to enter into the Resignation and Appointment Agreement and the Security Trust Resignation and Appointment Deed and any instruments and ancillary documents related thereto, and authorize the Existing Collateral Agent, the Successor Collateral Agent, the Existing Administrative Agent, and the Successor Administrative Agent to perform such actions as each of the Existing Collateral Agent and the Successor Collateral Agent, or the Existing Administrative Agent and Successor Administrative Agent, as applicable, determines are necessary thereunder to give effect to this Section 15.  

(b)As used in this Second Amendment,

“Resignation and Appointment” shall mean the consummation of the actions contemplated by this Section 15 of this Second Amendment on the Agency Transfer Date pursuant to the Resignation and Appointment Agreement and the Security Trust Resignation and Appointment Deed.

“Security Trust Resignation and Appointment Deed” shall mean the English law resignation and appointment deed, dated on the Agency Transfer Date, entered into by the Existing Administrative Agent and the Successor Administrative Agent, in relation to the Resignation and Appointment in connection with the Security Trust Deed.

“English Law Documents” shall mean: (i) the Security Trust Deed and (ii) the English Security Documents.

SECTION 16.Submission to Jurisdiction; WAIVERS OF JURY TRIAL. Section 11.15 of the Credit Agreement is hereby incorporated by reference herein. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS SECOND

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AMENDMENT, THE CREDIT AGREEMENT OR ANY OTHER LOAN DOCUMENT AND FOR ANY COUNTERCLAIM THEREIN.

[Remainder of page intentionally blank.]

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IN WITNESS WHEREOF, the parties hereto have caused this Second Amendment to be duly executed by their duly authorized officers, all as of the date and year first above written.

SS&C TECHNOLOGIES, INC., as a Borrower

By:   _/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Senior Vice President, Chief
Financial Officer and Treasurer

SS&C TECHNOLOGIES HOLDINGS EUROPE, as a Borrower

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Type A Manager

SS&C EUROPEAN HOLDINGS, as a Borrower

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Type A Manager

SS&C TECHNOLOGIES HOLDINGS, INC., as Parent and a Guarantor

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Senior Vice President, Chief
Financial Officer and Treasurer

ADVENT SOFTWARE, INC., as a Guarantor

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Authorized Signatory

[Signature Page to Second Amendment]

SS&C FINANCIAL SERVICES LLC, as a Guarantor

By:_/s/ Paul G. Igoe_______________
Name:Paul G. Igoe
Title:Type A Manager

FINANCIAL MODELS COMPANY LTD., as a Guarantor

By:_/s/ Paul G. Igoe_______________
Name:Paul G. Igoe
Title:Secretary

HUB DATA INCORPORATED, as a Guarantor

By:_/s/ Patrick J. Pedonti___________Name:Patrick J. Pedonti
Title:Senior Vice President

SS&C TECHNOLOGIES CONNECTICUT, LLC, as a Guarantor

By:_/s/ Patrick J. Pedonti___________Name:Patrick J. Pedonti
Title:Senior Vice President

SS&C SOLUTIONS LIMITED, as a Guarantor

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Authorized Signatory

ADVENT SOFTWARE LUXEMBOURG, as a Guarantor

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Authorized Signatory

[Signature Page to Second Amendment]

SS&C TECHNOLOGIES CANADA CORP., as a Guarantor

By:_/s/ Paul G. Igoe_______________
Name:Paul G. Igoe
Title:Vice President and Secretary

GLOBEOP FINANCIAL SERVICES (SWITZERLAND) GMBH, as a Guarantor

By: _/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Managing Officer

FINANCIAL MODELS CORPORATION LIMITED, as a Guarantor

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Authorized Signatory

SS&C FINANCIAL SERVICES LIMITED, as a Guarantor

By:_/s/ Patrick J. Pedonti___________
Name:Patrick J. Pedonti
Title:Authorized Signatory

[Signature Page to Second Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH, as Existing Administrative Agent and L/C Issuer

By:______/s/ Alicia Schug __________
Name:Alicia Schug
Title:Vice President

By:______/s/ Marguerite Sutton ______
Name:Marguerite Sutton
Title:Vice President

[Signature Page to Second Amendment]

MORGAN STANLEY SENIOR FUNDING, INC., as an L/C Issuer

By:_____/s/ Jonathon Rauen ________
Name:Jonathon Rauen
Title:Authorized Signatory

[Signature Page to Second Amendment]

CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, as the Successor Administrative Agent, as L/C Issuer and as an Agent

By:______/s/ Vipul Dhadda _________
Name: Vipul Dhadda

         Title:Authorized Signatory

By:______/s/ Brady Bingham _______
Name:Brady Bingham

         Title:Authorized Signatory

[Signature Page to Second Amendment]

MORGAN STANLEY SENIOR FUNDING, INC.

as Agent

By: _____/s/ Jonathon Rauen ________
Name:Jonathon Rauen
Title:Authorized Signatory

[Signature Page to Second Amendment]

BARCLAYS BANK PLC

as Agent

By:______/s/ Jeremy Hazan ______________

Name:Jeremy Hazan

Title:Managing Director

[Signature Page to Second Amendment]

CITIGROUP GLOBAL MARKETS INC.

as Agent

By:______/s/ Caesar Wyszomirski _____________

Name:Caesar Wyszomirski

Title:Drrector

[Signature Page to Second Amendment]

DEUTSCHE BANK AG NEW YORK BRANCH

as Agent

By:______/s/ Nicholas Hayes __________________

Name:Nicholas Hayes

Title:Managing Director

By:______/s/ Ryan Corning ___________________

Name:Ryan Corning

Title:Director

DEUTSCHE BANK SECURITIES INC.

as Agent

By:______/s/ Nicholas Hayes __________________

Name:Nicholas Hayes

Title:Managing Director

By:______/s/ Ryan Corning ___________________

Name:Ryan Corning

Title:Director

DEUTSCHE BANK AG CAYMAN ISLANDS BRANCH

as Agent

By:______/s/ Nicholas Hayes __________________

Name:Nicholas Hayes

Title:Managing Director

By:______/s/ Ryan Corning ___________________

Name:Ryan Corning

Title:Director

[Signature Page to Second Amendment]

JPMORGAN CHASE BANK, N.A.

as Agent

By:_____/s/ Justin Burton __________________

Name:Justin Burton

Title:Vice President

[Signature Page to Second Amendment]

ROYAL BANK OF CANADA

as Agent

By:_____/s/ James S. Wolfe ________________

Name: James S. Wolfe

Title:Managing Director
Head of Global Leveraged Finance

[Signature Page to Second Amendment]

EX-10.2

Exhibit 10.2

EMPLOYMENT AGREEMENT

This Employment Agreement (the “Agreement”), dated as of February 9, 2018, is entered into by and among Joseph J. Frank (the “Executive”), SS&C Technologies Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”) and SS&C Technologies, Inc. (together with any successor thereto, “SS&C”).

W I T N E S S E T H   T H A T:

WHEREAS, the Company desires to employ Executive, and Executive desires to be employed with the Company, all in accordance with the terms and conditions set forth below;

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, it is hereby agreed as follows:

1.Term of Employment; Advisory Services.  The term of the Executive’s employment (the “Term”) shall begin on  a date (the “Effective Date”) following the date hereof mutually agreed between the Company and the Executive, but no later than March 16, 2018, and end on the third (3rd) anniversary of the Effective Date; provided that the Term shall be extended by successive periods of one (1) year, unless the Company shall have notified the Executive or the Executive shall have notified the Company that no such extension shall take place, in each case at least ninety (90) days prior to the expiration of the then-current Term (a “Notice of Nonrenewal”); and provided, further, that the Term shall in any event end upon a termination of employment in accordance with the terms of Section ‎5 hereof.  During the period between the date hereof and the Effective Date, the Executive shall be available to advise and consult on matters relating to the Company, as reasonably requested by the Chief Executive Officer of the Company.

2.Position, Duties and Location.  (a) Position. The Executive shall serve as (i) Group General Counsel of the Company and SS&C, (ii) Chief Legal Officer of the Company and SS&C and (iii) Head of Mergers & Acquisitions (“M&A”) of the Company and SS&C, with the duties and responsibilities customarily assigned to those positions and such other duties and responsibilities as set forth below in ‎2(b) and as the Chief Executive Officer of the Company and the Board of Directors of the Company (the “Board”) shall from time to time reasonably assign to the Executive consistent with the Executive’s positions. The Executive shall at all times report solely and directly to the Chief Executive Officer of the Company. All employees working in the legal function of the Company and SS&C shall report solely and directly to the Executive or his designees. The Executive shall have the right to select and hire a General Counsel of the Executive’s choice subject to approval by the Chief Executive Officer of the Company.

(b)Duties.  During the Term, Executive shall be responsible for the legal and M&A functions of the Company and SS&C, subject to the oversight, guidance and/or input of the Chief Executive Officer of the Company and the Board. During the Term, the Executive shall devote the Executive’s full business attention and time to the business of the Company and SS&C and shall use the Executive’s reasonable best efforts to carry out such responsibilities faithfully and efficiently. During the Term, it shall not be considered a violation of the foregoing for the Executive to serve on civic or charitable boards or committees or corporate boards (subject to prior approval of the Board), and manage personal investments, so long as such activities do not materially interfere with the performance of the Executive’s responsibilities as an employee of the Company and SS&C and do not violate the restrictions contained in Section 6 or ‎7.

3.Compensation.  (a) Base Salary. As of the Effective Date, the Executive shall receive a base salary (the “Base Salary”) of seven hundred fifty thousand dollars ($750,000) per annum, payable the earlier of monthly or at such other times as SS&C customarily pays the base salaries of other senior executives of SS&C (hereinafter, “Other Senior Executives”). The Base Salary shall be reviewed annually for increase in accordance with SS&C’s normal practices for Other Senior Executives. The Base Salary shall not be reduced, including, after any increase, and the term “Base Salary” shall thereafter refer to the Base Salary as so increased.

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(b)Guaranteed Annual Bonus.  During the Term and subsequent to the Effective Date, the Executive shall receive a guaranteed annual incentive payment (the “Guaranteed Annual Bonus”) equal to not less than one million two hundred fifty thousand dollars ($1,250,000), with any excess over such amount as determined by the Chief Executive Officer of the Company and the Compensation Committee of the Board. The Guaranteed Annual Bonus payable to the Executive shall be paid at the same time the bonuses of Other Senior Executives are paid, but in no event paid later than March 15 of the calendar year following the calendar year to which such Guaranteed Annual Bonus relates; provided, however, that the Guaranteed Annual Bonus for 2018 shall be paid as follows: $600,000 shall be payable in twelve (12) equal installments, with the first installment payable commencing on the Effective Date and the next eleven (11) installments payable on the last business day of the months February–December of 2018 and the remainder shall be payable at the same time the bonuses of Other Senior Executives are paid for 2018, but in no event paid later than March 15, 2019.

(c)Performance Annual Bonus.  During the Term and subsequent to the Effective Date, the Executive shall be eligible to receive an annual incentive payment (the “Performance Annual Bonus”) based on performance goals established by the Chief Executive Officer of the Company in good faith, with a target bonus opportunity of five hundred thousand dollars ($500,000). The Performance Annual Bonus payable to the Executive shall be paid at the same time the bonuses of Other Senior Executives are paid, but in no event paid later than March 15 of the calendar year following the calendar year to which such Performance Annual Bonus relates.  

(d)Long-Term Incentive Compensation. (i) As of the date hereof, and subject to the terms of this Agreement, the Executive shall be awarded a non-qualified stock option to acquire three hundred thousand (300,000) shares of the exchange-traded common stock of the Company (the “Initial Option Grant”) granted under the Amended and Restated 2014 Stock Incentive Plan of the Company (the “Plan”). The Initial Option Grant shall become vested as to twenty-five percent (25%) of the original number of shares on the first anniversary of the date of grant and as to an additional one thirty-sixth (1/36th) of the remaining number of unvested shares on the day of the month of the date of grant beginning with each successive month following the first anniversary of the date of grant until the fourth anniversary of the date of grant; provided that upon a Change in Control (as defined in the applicable award agreement), any unvested portion of the Initial Option Grant shall become fully vested.  The Initial Option Grant shall be made pursuant to the form of the Company’s Stock Option Agreement attached hereto as Exhibit A.

(ii)During the Term and subject to the terms of this Agreement, commencing with the Company’s next normal equity or equity-based award grant cycle in 2018–19 and in each year thereafter, the Executive shall additionally be awarded an annual grant (the “Annual Option Grant”) of non-qualified stock options to acquire a target amount ranging from one hundred and fifty thousand (150,000) shares to two hundred thousand (200,000) shares of the exchange-traded common stock of the Company, but in no event less than one hundred and fifty thousand (150,000) of such underlying shares (it being understood that such number will be subject to adjustment in the same manner as awards under the Plan generally may be adjusted pursuant to Section 7(a) of the Plan or any substantially similar provision in any successor plan thereto) granted under the Plan or any successor plan thereto. Each Annual Option Grant shall otherwise be made on substantially the same terms as option grants are made to Other Senior Executives and in the form of the Company’s Stock Option Agreement (or a substantially similar successor thereto) attached hereto as Exhibit A.  

(iii)On or about the Effective Date and subject to the terms of this Agreement, the Executive shall be awarded restricted stock units (the “RSUs” or the “RSU Grant”, as the case may be) granted under the Plan, with the number of such RSUs granted determined to be equal to the quotient, rounded up to the nearest whole number, obtained by dividing one million two hundred thousand dollars ($1,200,000) by the closing price of the exchange-traded common stock of the Company on February 9, 2018. The RSU Grant shall become vested as to fifty percent (50%) of the original number of RSUs on the date of grant and as to an additional one thirty-sixth (1/36^th) of the remaining number of unvested RSUs, rounded up to the nearest whole number, on the day of the month of the date of grant beginning with each successive month following the date

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of grant until the third anniversary of the date of grant; provided that on the third anniversary of the date of grant or upon a Change in Control (as defined in the applicable award agreement) all remaining unvested RSUs shall become vested. The RSUs shall be accorded dividend equivalent treatment in the applicable award agreement with any dividend equivalents structured so as to be exempt from Section 409A (as defined below) and subject to the same vesting conditions as the RSUs with respect to which they are paid. The RSUs shall be settled in shares of the exchange-traded common stock of the Company as promptly as practicable after vesting, but in no event later than March 15 of the calendar year following the calendar year in which such RSUs vest. The RSU Grant shall be made pursuant to the form of the Company’s Restricted Stock Unit Award Agreement attached hereto as Exhibit B.

4.Other Benefits.  (a) Benefits.  During the Term, the Executive shall be entitled to participate in the benefits, incentive and compensation plans, programs and arrangements of SS&C (“Employee Benefit Plans”), on terms and conditions  substantially similar to those applicable to Other Senior Executives generally. Without limiting the generality of the foregoing, the Executive shall be entitled to no less than four (4) weeks of paid vacation per calendar year.

(b)Expenses.  During the Term, the Executive shall be entitled to receive reimbursement for all reasonable expenses that Executive incurs during the Term in carrying out Executive’s duties under this Agreement in accordance with the Company’s applicable expense reimbursement policy as in effect from time to time.

(c)Indemnity.  The Executive will be entitled to be indemnified in respect of the Executive’s service to SS&C and the Company to the fullest extent permitted by applicable law and will be covered by the Company’s directors’ and officers’ liability insurance policy, and such indemnification shall continue with respect to the period of Executive’s service to SS&C and the Company, as to the Executive even if the Executive has ceased to be a director, member, employee or agent of the Company, SS&C or other entity and shall inure to the benefit of the Executive’s heirs, executors and administrators. To the extent provided in the Company or SS&C’s directors’ and officers’ insurance policies as in effect as of the applicable time, the Company and SS&C shall advance to the Executive all reasonable costs and expenses incurred by the Executive in connection with any action, suit or proceeding, whether civil, criminal, administrative or investigative within twenty (20) calendar days after receipt by the Company of a written request for such advance. Such request shall include an undertaking by the Executive to repay the amount of such advance if it shall ultimately be determined that the Executive is not entitled to be indemnified against such costs and expense. The failure of the Company or SS&C (including their boards of directors, independent legal counsel or stockholders) to have made a determination prior to the commencement of any proceeding concerning payment of amounts claimed by the Executive that indemnification of the Executive is proper because the Executive has met the applicable standard of conduct shall not create a presumption that the Executive has or has not met the applicable standard of conduct. The Company and SS&C agree to continue and maintain a directors’ and officers’ liability insurance policy covering the Executive to the extent the Company and SS&C provide such coverage for their other executive officers.

5.Payments to Executive at Termination.  (a) Consequences of Termination. If the Executive’s employment with the Company and SS&C is terminated for any reason, the Executive (or, in the case of Executive’s death, the Executive’s estate and/or beneficiaries) shall be entitled to the following: (i) unpaid Base Salary through the date of the termination; (ii) payment of any Annual Bonus earned with respect to a completed fiscal year of the Company that is unpaid as of the date of termination; and (iii) any benefits due to Executive under any Employee Benefit Plan and any accrued and vested payments due to the Executive under any Company or SS&C policy, program, arrangement or agreement (including, without limitation, reimbursement for previously incurred expenses pursuant to Section ‎4(b)) (collectively, the “Accrued Amounts”).

(b)Termination Without Cause; for Good Reason; Nonrenewal by the Company.  The Company may terminate the Executive’s employment without Cause and the Executive may terminate his employment for Good Reason (notwithstanding anything in this Agreement to the contrary, “Good Reason” shall not exist unless the provisions of Section ‎5(f) are complied with), in each case upon thirty (30) days

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written notice, and the Executive’s employment may be terminated upon a Notice of Nonrenewal by the Company. Upon a termination of the Executive’s employment by the Company without Cause, as a result of the Company’s Notice of Nonrenewal, or by the Executive for Good Reason, the Executive shall be entitled to, provided that the Executive has executed and submitted a Release and the statutory period during which Executive is entitled to revoke the Release has expired on or before the sixtieth day following the date of termination, the following:

(i)severance payments totaling the sum of 75% of each of the Executive’s Base Salary and Guaranteed Annual Bonus, payable on the sixtieth day following termination; provided that if Executive’s termination is for Good Reason due to a reduction in the Executive’s Base Salary or Guaranteed Annual Bonus the amount used in calculating the severance payment shall be the Executive’s Base Salary or Guaranteed Annual Bonus, as applicable, in effect prior to the event giving rise to Good Reason;

(ii)reimbursement of the employer portion (for active employees) of insurance premiums for eighteen (18) months with respect to Executive’s COBRA continuation premiums under the Company’s group medical, dental and vision benefit plans.

(c)Termination Due to Death or Disability.  The Company shall have the right to terminate the Executive’s employment as a result of Executive’s Disability (as defined below) upon thirty (30) days written notice and the Executive’s employment shall automatically terminate upon the death of the Executive. In the event that Executive’s employment is terminated during the Term due to Executive’s Disability or death, Executive shall be entitled to: (i) disability benefits in accordance with the Company or SS&C provided insurance programs and arrangements in which the Executive was participating immediately prior to such termination; (ii) a cash payment equal to the sum of the Executive’s Base Salary, Guaranteed Annual Bonus and Performance Annual Bonus (in an amount determined based on the Company’s actual performance) for the year in which the Executive’s death or Disability occurs, multiplied by the greater of (A) 75% or (B) a fraction, the numerator of which is the number of days during such year that the Executive was employed and the denominator of which is 365, with amounts in respect of the Base Salary and Guaranteed Annual Bonus payable on the sixtieth day following the date of termination and the amount payable in respect of the Performance Annual Bonus paid at the same time annual bonuses are paid to Other Senior Executives.

(d)Voluntary Resignation.  The Executive may terminate his employment at any time without Good Reason upon ninety 90 days written notice to the Company. In the event that the Executive resigns without Good Reason, which shall include a termination upon a Notice of Nonrenewal by Executive (a “Voluntary Resignation”), the Executive shall only be entitled to the Accrued Amounts, and any options and other equity-based awards that are vested as of the effective date of termination shall continue according to the terms of such awards applicable to such a termination.

(e)Termination for Cause.  (i) The Company may terminate the Executive’s employment for Cause in compliance with the requirements of this Section ‎5(e), and notwithstanding anything in this Agreement to the contrary, “Cause” shall not exist unless the provisions of this Section ‎5(e) are complied with. In the event that the Company terminates the Executive’s employment for Cause, then the Executive shall only be entitled to the Accrued Amounts, and options and any other equity-based awards that are vested as of the effective date of termination shall continue according to the terms of such awards applicable to a termination for Cause.

(ii)The Executive shall be given written notice by the Company of the intention to terminate Executive for Cause, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Cause is based and (B) to be given within the three (3) month period immediately following the date the members of the Board learn of such act or acts or failure or failures to act. The Executive shall have ten (10) business days after the date that such written notice has been given to the Executive in which to cure such conduct, to the extent such cure is possible. If the Executive fails to cure such conduct, the Company must terminate the Executive’s employment within thirty (30) business days

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following such failure to cure. Any purported termination for Cause that fails to comply with the foregoing requirements shall be conclusively deemed to be a termination by the Company without Cause. The Company may suspend Executive during the pendency of the foregoing process; provided that Executive shall continue to receive all compensation and benefits during such suspension.

(f)Termination for Good Reason.  (i) The Executive may terminate the Executive’s employment for Good Reason in compliance with the requirements of this Section ‎5(f), and notwithstanding anything in this Agreement to the contrary, “Good Reason” shall not exist unless the provisions of this Section ‎5(f) are complied with. In the event that the Executive terminates his employment for Good Reason, then the Executive shall be entitled to the amounts set forth in Section ‎5(b).

(ii)The Company shall be given written notice by the Executive of his intention to terminate for Good Reason, such notice (A) to state in detail the particular act or acts or failure or failures to act that constitute the grounds on which the proposed termination for Good Reason is based and (B) to be given within the three (3) months period immediately following the date the Executive learns of such act or acts or failure or failures to act. The Company shall have ten (10) business days after the date that such written notice has been given to the Company in which to cure such conduct, to the extent such cure is possible. If the Company fails to cure such conduct, the Executive must terminate his employment within thirty (30) business days following such failure to cure. Any purported termination for Good Reason that fails to comply with the foregoing requirements shall be conclusively deemed to be a termination by the Executive without Good Reason. The Company may suspend the Executive during the pendency of the foregoing process; provided that Executive shall continue to receive all compensation and benefits during such suspension.

(g)Definitions.  For purposes of this Agreement, the following definitions shall apply:

(i) “Cause” shall mean: (i) the Executive’s willful and continuing failure (except where due to physical or mental incapacity) to substantially perform his duties; the Executive’s conviction of, or plea of guilty or nolo contendere to, the commission of a felony by the Executive; the commission by the Executive of an act of fraud or embezzlement against the Company or any of its subsidiaries (other than a good faith expense dispute); or the Executive’s breach of any material provision of this Agreement.

(ii)“Disability” shall mean physical or mental incapacity as a result of which the Executive is unable to substantially perform his duties to the Company and SS&C for a period of six consecutive months and as a result of which the Executive is entitled to long-term disability benefits under the Company’s or SS&C’s long-term disability plan applicable to the Executive and Other Senior Executives.

(iii)“Good Reason” shall mean the occurrence without the Executive’s express written consent of (i) an adverse change in the Executive’s employment titles; (ii) a material diminution in the Executive’s employment duties or responsibilities or authority, or the assignment to the Executive of duties that are materially inconsistent with his positions; (iii) any reduction in Base Salary, Guaranteed Annual Bonus or target Performance Annual Bonus opportunity; (iv) any breach by the Company of any material provision of this Agreement or any other material agreement between the Executive and one or both of the other parties hereto; or (v) a material diminution in the Executive’s reporting line.

(iv)“Release” means a written release, in form and substance reasonably satisfactory to the Executive and the Company, whereby the Executive waives and releases the Company and its affiliates and related parties from any and all claims that the Executive may have against the Company and its affiliates relating to the Executive’s employment or the termination thereof (other than rights under Sections 4(b), 4(c), ‎5, ‎9, 10 and 19 of this Agreement, the Release and any other vested benefits, including without limitation under any equity or equity-based awards).

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6.Confidentiality of Trade Secrets and Business Information.  (a) Except in connection with the faithful performance of the Executive’s duties hereunder or pursuant to Section ‎6(c), the Executive shall, in perpetuity, maintain in confidence and shall not directly, indirectly or otherwise, use, disseminate, disclose or publish, or use for his benefit or the benefit of any person, firm, corporation or other entity any confidential or proprietary information or trade secrets of or relating to the Company (including, without limitation, intellectual property in the form of patents, trademarks and copyrights and applications therefor, ideas, inventions, works, discoveries, improvements, information, documents, formulae, practices, processes, methods, developments, source code, modifications, technology, techniques, data, programs, other know-how or materials, owned, developed or possessed by the Company, whether in tangible or intangible form, information with respect to the Company’s operations, processes, products, inventions, business practices, finances, principals, vendors, suppliers, customers, potential customers, marketing methods, costs, prices, contractual relationships, regulatory status, prospects and compensation paid to employees or other terms of employment), or deliver to any person, firm, corporation or other entity any document, record, notebook, computer program or similar repository of or containing any such confidential or proprietary information or trade secrets. The parties hereby stipulate and agree that as between them the foregoing matters are important, material and confidential proprietary information and trade secrets and affect the successful conduct of the businesses of the Company (and any successor or assignee of the Company).

(b)Upon termination of the Executive’s employment with the Company for any reason, the Executive will promptly deliver to the Company all correspondence, drawings, manuals, letters, notes, notebooks, reports, programs, plans, proposals, financial documents, or any other documents concerning the Company’s customers, business plans, marketing strategies, products or processes.

(c)The Executive may respond to a lawful and valid subpoena or other legal process but shall give the Company prompt notice thereof, shall promptly make available to the Company and its counsel the documents and other information sought and shall assist, if appropriate, such counsel at Company’s expense in resisting or otherwise responding to such process.

(d)As used in this Section ‎6, the term “Company” shall include the Company and its direct or indirect parents, if any, and subsidiaries.

(e)Nothing in this Agreement shall prohibit the Executive from (i) disclosing information and documents when required by law, subpoena or court order or any governmental agency or authority (subject to the requirements of Section ‎6(c) above), (ii) disclosing information and documents to his attorney or tax adviser for the purpose of securing legal or tax advice, (iii) disclosing the post-employment restrictions in this Agreement in confidence to any potential new employer, or (iv) retaining, at any time, his personal correspondence, his personal rolodex and documents related to his own personal benefits, entitlements and obligations.

(f)The Executive and the Company acknowledge and agree that nothing in this Agreement or otherwise limits the Executive’s ability to communicate directly with and provide information, including documents, not otherwise protected from disclosure by any applicable law or privilege to the U.S. Securities and Exchange Commission (the “SEC”), any other federal, state or local governmental agency or commission (“Government Agency”) or self-regulatory organization regarding possible legal violations, without disclosure to the Company. The Company may not retaliate against the Executive for any of these activities, and nothing in this Agreement requires the Executive to waive any monetary award or other payment that the Executive might become entitled to from the SEC or any other Government Agency or self-regulatory organization. In addition, pursuant to the Defend Trade Secrets Act of 2016, the Executive and the Company acknowledge and agree that the Executive shall not have criminal or civil liability under any Federal or State trade secret law for the disclosure of a trade secret that (A) is made (i) in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney and (ii) solely for the purpose of reporting or investigating a suspected violation of law; or (B) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. In addition and without limiting the preceding sentence, if the Executive files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Executive may disclose the trade secret to the Executive’s

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attorney and may use the trade secret information in the court proceeding, if the Executive (X) files any document containing the trade secret under seal and (Y) does not disclose the trade secret, except pursuant to court order.

(g)All rights to discoveries, inventions, improvements and innovations (including all data and records pertaining thereto) related to the business of the Company, whether or not patentable, copyrightable, registrable as a trademark, or reduced to writing, that the Executive may discover, invent or originate during the Term, either alone or with others and whether or not during working hours or by the use of the facilities of the Company (“Inventions”), shall be the exclusive property of the Company. The Executive shall promptly disclose all Inventions to the Company, shall execute at the request of the Company any assignments or other documents the Company may deem reasonably necessary to protect or perfect its rights therein, and shall assist the Company, upon reasonable request and at the Company’s expense, in obtaining, defending and enforcing the Company’s rights therein. The Executive hereby appoints the Company as his attorney-in-fact to execute on his behalf any assignments or other documents reasonably deemed necessary by the Company to protect or perfect its rights to any Inventions.

7.Noncompetition.  (a) In consideration for the compensation payable to the Executive under this Agreement, the Executive agrees that Executive will not, during the Non-Compete Period, directly or indirectly engage in, have any equity interest in, manage or operate, provide services for, consult with or be employed by any person, firm, corporation, partnership or business (whether as director, officer, employee, agent, representative, partner, security holder, consultant or otherwise) that engages in any business which competes with any Competitive Business (as defined below) anywhere in the World; provided, however, that the Executive shall be permitted to acquire a passive stock interest in such a business provided the stock acquired is publicly traded and is not more than two percent (2%) of the outstanding interest in such business. For purposes of this Section ‎7, the “Non-Compete Period” shall mean the period beginning on the Effective Date and ending (i) if Executive is terminated by the Company pursuant to Sections ‎5(b), ‎5(c) or ‎5(e) or (ii) by Executive pursuant to Section ‎5(d) or ‎5(f), eighteen (18) months following the Executive’s termination of employment.

(b)During the Non-Compete Period, the Executive shall not recruit or otherwise solicit or induce any employee, consultant, independent contractor, customer, subscriber or supplier of the Company (i) to terminate its employment or arrangement with the Company, or (ii) to otherwise change its relationship with the Company.

(c)In the event the terms of this Section ‎7 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

(d)As used in this Section ‎7, (i) the term “Company” shall include the Company and its parent and subsidiaries, and (ii) the term “Competitive Business” shall mean any business that competes with the business conducted by the Company as of the date of the Executive’s termination of employment with the Company.

(e)During his employment and for the 12-month period following termination of his employment with the Company, (i) the Executive agrees not to disparage in any material respect the Company, any of its products or practices, or any of its directors, officers, agents, representatives, stockholders or affiliates, either orally or in writing, and (ii) the Company agrees not to disparage in any material respect the Executive.

8.Enforcement.  The Executive acknowledges and agrees that: (i) the purpose of the covenants set forth in Sections ‎6 and ‎7 above are to protect the goodwill, trade secrets and other confidential information of the Company; (ii) because of the nature of the business in which the Company is engaged and because of the nature of the Confidential Information to which the Executive has access, it

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would be impractical and excessively difficult to determine the actual damages of the Company in the event the Executive breached any such covenants; and (iii) remedies at law (such as monetary damages) for any breach of the Executive’s obligations under Sections ‎6 and ‎7 would be inadequate. The Executive therefore agrees and consents that if Executive commits any breach of a covenant under Sections ‎6 or ‎7, the Company shall have the right (in addition to, and not in lieu of, any other right or remedy that may be available to it) to temporary and permanent injunctive relief from a court of competent jurisdiction.

9.Resolution of Disputes.  Any disputes arising under or in connection with this Agreement, other than Sections ‎6 and ‎7 above, shall first be addressed by third-party mediation and, if such mediation fails to resolve such dispute within sixty days, by binding arbitration, to be held in New York, New York. The arbitration shall be conducted according to the rules and procedures of the American Arbitration Association governing employment disputes. Judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Company shall pay the costs of the arbitrator or the mediator and each party shall pay the cost of its own legal fees incurred in connection with any such dispute between the parties.

10.Section 280G.  If any amounts payable under this Agreement or under any other agreement, plan or arrangement applicable to the Executive (including, for the avoidance of doubt, the value of any acceleration of vesting of equity awards held by the Executive), either alone or together with any other payments which the Executive is entitled to receive from the Company or SS&C or any affiliate thereof or otherwise, would constitute an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), such payments  shall be reduced to the largest amount (the “Reduced Amount”) that will result in no portion of such payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if it is determined that the net after-tax amounts the Executive would receive (the “Unreduced Amounts”), after taking into account both income taxes and any excise tax imposed under Section 4999 of the Code is greater than the net after-tax amount of the Reduced Amount, the Executive will instead receive the Unreduced Amounts.   Any such reduction in payments and benefits shall be applied first against the latest scheduled cash payments; then current cash payments; then any equity or equity derivatives that are included under Section 280G of the Code at full value rather than accelerated value; then any equity or equity derivatives included under Section 280G of the Code at an accelerated value (and not at full value) shall be reduced with the highest value reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); finally any other non-cash benefits will be reduced.Any determinations pursuant to this Section 10 shall be made by the Company’s independent accountants.

11.Section 409A.  (a) This Agreement is intended to satisfy the requirements of Section 409A of the Code (“Section 409A”) with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. The parties agree that the payments and benefits set forth herein, including the Initial Option Grant and the RSU Grant, comply with or are exempt from the requirements of Section 409A. If the Company or the Executive notifies the other in writing that one or more or the provisions of this Agreement contravenes any Treasury Regulations or guidance promulgated under Section 409A or causes any amounts to be subject to interest, additional tax or penalties under Section 409A, the parties shall promptly and reasonably consult with each other, and shall use their commercially reasonable efforts to reform the provisions of this Agreement to (i) maintain to the maximum extent reasonably practicable the original intent of the applicable provisions without violating the provisions of Section 409A and (ii) to the maximum extent possible, to avoid the imposition of any interest, additional tax or other penalties under Section 409A upon the Executive. In no event shall the Company be required to provide a tax gross-up payment to the Executive for any Section 409A penalties or interest in respect of any compensation or benefits provided to the Executive under the terms of this Agreement or any other agreement, plan or arrangement applicable to the Executive.

(b)To the extent the Executive would otherwise be entitled to any payment under this Agreement that constitutes a “deferral of compensation” subject to Section 409A and that if paid during the six (6) months beginning on the date of termination of the Executive’s employment would be subject to the Section 409A additional tax because the Executive is a “specified employee” (within the meaning of Section 409A and as determined by the Company), the payment will be paid to the Executive on the earlier

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of the six (6) month anniversary of the Executive’s date of termination or death. Similarly, to the extent the Executive would otherwise be entitled to any benefit (other than a payment) during the six (6) months beginning on termination of his employment that would be subject to the Section 409A additional tax, the benefit will be delayed and will begin being provided on the earlier of the first day following the six (6) month anniversary of his date of termination or death.

(c)Any payment or benefit due upon a termination of the Executive’s employment that represents a “deferral of compensation” within the meaning of Section 409A shall be paid or provided to the Executive only upon a “separation from service” as defined in Treas. Reg. § 1.409A-1(h). Each payment made under this Agreement shall be deemed to be a separate payment for purposes of Section 409A. Amounts payable under this Agreement are not intended to be a “deferral of compensation” subject to Section 409A to the extent provided in the exceptions in Treasury Regulation §§ 1.409A-1(b)(4) (“short-term deferrals”) and (b)(9) (“separation pay plans,” including the exception under subparagraph (iii)) and other applicable provisions of Treasury Regulation § 1.409A-1 through A-6.

(d)Notwithstanding anything to the contrary in this Agreement or elsewhere, any payment or benefit under this Agreement or otherwise that is exempt from Section 409A pursuant to Treasury Regulation § 1.409A-1(b)(9)(v)(A) or (C) (relating to certain reimbursements and in-kind benefits) shall be paid or provided to the Executive only to the extent that the expenses are not incurred, or the benefits are not provided, beyond the last day of the second calendar year following the calendar year in which the Executive’s “separation from service” occurs; and provided, further, that such expenses are reimbursed no later than the last day of the third calendar year following the calendar year in which the Executive’s “separation from service” occurs. To the extent any expense reimbursement or the provision of any in-kind benefit is determined to be subject to Section 409A (and not exempt pursuant to the prior sentence or otherwise), the amount of any such expenses eligible for reimbursement, or the provision of any in-kind benefit, in one calendar year shall not affect the expenses eligible for reimbursement in any other calendar year (except for any life-time or other aggregate limitation applicable to medical expenses), in no event shall any expenses be reimbursed after the last day of the calendar year following the calendar year in which the Executive incurred such expenses, and in no event shall any right to reimbursement or the provision of any in-kind benefit be subject to liquidation or exchange for another benefit.  The Company’s reimbursement obligations under this Section 11(d) are subject to the Executive submitting to the Company the applicable expense reimbursement request no later than thirty (30) days prior to the last day such expense can be reimbursed without creating an additional tax under Section 409A.

12.The Executive’s Representations.  The Executive hereby represents and warrants that the Executive has the right to enter into this Agreement with the Company and to grant the rights contained in this Agreement, and the provisions of this Agreement do not violate any other contracts or agreements that the Executive has entered into with any other individual or entity. The Executive acknowledges that before signing this Agreement, Executive was given the opportunity to read it, evaluate it and discuss it with Executive’s personal advisors and attorney and with representatives of the Company. The Executive further acknowledges that the Company has not provided the Executive with any legal advice regarding this Agreement.

13.Notices.  All notices and other communications required or permitted hereunder shall be in writing and shall be deemed given when delivered (a) personally, (b) by facsimile with evidence of completed transmission, (c) by email, or (d) delivered by overnight courier to the party concerned at the address indicated below or to such changed address as such party may subsequently give such notice of:

If to the Company:

SS&C Technologies Holdings, Inc.
80 Lamberton Road
Windsor, Connecticut 06095
Attention: Rahul Kanwar
Email: rkanwar@sscinc.com
Fax: (860) 298-4500

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If to SS&C:

SS&C Technologies, Inc.
80 Lamberton Road
Windsor, Connecticut 06095
Attention: Rahul Kanwar
Email: rkanwar@sscinc.com
Fax: (860) 298-4500

If to the Executive:

To the most recent address and email on file in the Company’s records.

With a copy to:

Dechert LLP
1095 Avenue of the Americas
New York, NY 10036
Attention: Stephen W. Skonieczny
Email: stephen.skonieczny@dechert.com

14.Assignment and Successors.  This Agreement shall inure to the benefit of and be binding upon the Company and SS&C and their successors and assigns. None of the Executive’s rights or obligations may be assigned or transferred by the Executive, other than the Executive’s rights to payments hereunder, which may be transferred only by will or operation of law. The Company and/or SS&C may not assign its rights and obligations under this Agreement to any corporation or other business entity or person, other than to an entity that is the successor to the business of the Company and/or SS&C, as applicable. The Company will require any such successor to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.

15.Governing Law; Amendment.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of Delaware, without reference to principles of conflict of laws. This Agreement may not be amended or modified except by a written agreement executed by the Executive and the Company or their respective successors and legal representatives.

16.Severability.  The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. If any provision of this Agreement shall be held invalid or unenforceable in part, the remaining portion of such provision, together with all other provisions of this Agreement, shall remain valid and enforceable and continue in full force and effect to the fullest extent consistent with law.

17.Tax Withholding.  Notwithstanding any other provision of this Agreement, the Company or SS&C may withhold from amounts payable under this Agreement all federal, state, local and foreign taxes that are required to be withheld by applicable laws or regulations.

18.No Waiver.  The Executive’s or the Company’s failure to insist upon strict compliance with any provision of, or to assert any right under, this Agreement shall not be deemed to be a waiver of such provision or right or of any other provision of or right under this Agreement.

19.No Mitigation/Offset.  The Executive shall not be obligated to mitigate the amount of any payments due under this Agreement and no payments or benefits under this Agreement shall be subject to reduction, offset or forfeiture for any reason.

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20.Headings.  The section headings contained in this Agreement are for convenience only and in no manner shall be construed as part of this Agreement.

21.Entire Agreement.  This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and shall supersede all prior agreements, whether written or oral, with respect thereto.

22.Duration of Terms.  The respective rights and obligations of the parties hereunder shall survive any termination of Executive’s employment, the Term or this Agreement to the extent necessary to give effect to such rights and obligations.

23.Counterparts.  This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed, all as of the day and year first above written.

SS&C TECHNOLOGIES HOLDINGS, INC.

/s/ William C. Stone

By:William C. Stone

Its:Chairman of the Board

and Chief Executive Officer

SS&C TECHNOLOGIES, INC.

/s/ William C. Stone

By:William C. Stone

Its:Chairman of the Board

and Chief Executive Officer

JOSEPH J. FRANK

/s/ Joseph J. Frank

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EX-10.3

Exhibit 10.3

Execution Copy

[SS&C Letterhead]

Mr. Paul G. Igoe
c/o SS&C Technologies Holdings, Inc.

80 Lamberton Road
Windsor, Connecticut 06095

March 8, 2018

Dear Paul:

This letter agreement (this “Agreement”) sets forth our mutual agreement concerning your termination as an executive officer and employee of SS&C Technologies Holdings, Inc., a Delaware corporation (together with any successor thereto, the “Company”), and SS&C Technologies, Inc., a Delaware corporation (together with any successor thereto, “SS&C”), and their subsidiaries and affiliates (collectively, the “Company Group”).

1.Termination.  Your employment with the Company Group will terminate in all capacities as of July 31, 2018 (the “Effective Date”).  In that regard, you hereby resign, effective as of the Effective Date, from (a) your position as Senior Vice President, General Counsel and Secretary of the Company and (b) all other officer positions, committee memberships, directorships and other positions that you hold with the Company Group.  You agree that you will cooperate with the Company Group in connection with any such resignation.  With respect to any Company Group entity of which you currently serve as an officer or director or other corporate capacity, you will continue to review and execute such documents and take such other actions as may be reasonably requested by the Company until your replacement in such entity is properly installed.  In addition, you agree that on and after the Effective Date, you will not represent yourself as being an employee, officer, director, agent or representative of the Company Group for any purpose, except for the limited purposes described in the preceding sentence or as otherwise authorized in writing by the Company.  

2.Salary and Benefits Prior to the Effective Date.  During the period commencing on the date of this Agreement and ending on the Effective Date (or, if earlier, the date of any termination of your employment) (the “Continuation Period”), you will continue to receive your current base salary at the rate of $275,000 (the “Base Salary”) and you will continue to participate as an employee in the Company’s health and welfare plans and programs in accordance with their terms.

3.Consulting Services.  In consideration for the severance benefits set forth in Section 4 below, from the Effective Date through December 31, 2018 (the “Consulting Period”), you will make yourself available to provide consulting and advisory services as may be requested from time to time by the Company; provided, however¸ that such services will not be required for more than 20 hours during any one-month period.  During the Consulting Period, you will not be treated as an employee of the Company or any other member of the Company Group for any purposes, including, without limitation, for purposes of any past, present or future employee benefit plan, program or arrangement of the Company or the Company Group.  Your services

hereunder during the Consulting Period will be performed in the capacity of an “independent contractor”.

4.Severance Benefits.  Subject to your execution of and continuing compliance with your obligations under this Agreement and in consideration of the covenants referenced herein and the waiver and release set forth below, and provided that you do not revoke this Agreement in accordance with Section ‎22(h), as severance, the Company will pay you an annual bonus for the year 2017 in the amount of $550,000 payable when bonuses for 2017 are paid to other executive officers of the Company.  

5.Paid Time Off.  Any accrued but unused paid time off you have as of the Effective Date will be paid to you in accordance with the Company’s vacation policy.

6.Retirement Plans.  You will be entitled to receive your vested accrued benefits, if any, under the Company’s 401(k) plan in accordance with the terms and conditions of such plan.

7.Business Expenses.  As promptly as practicable after the Effective Date, the Company will pay you any unreimbursed business expenses incurred through the Effective Date to which you are entitled to reimbursement.

8.Outstanding Options. You hereby acknowledge that the options to purchase shares of the exchange-traded common stock of the Company (“Options”) that have been granted to you under the Amended and Restated 2014 Stock Incentive Plan of the Company pursuant to the option award agreements dated as of January 7, 2013, December 20, 2013, December 19, 2014, December 22, 2015, December 21, 2016 and December 22, 2017 (the “Award Agreements”) that are vested as of the Effective Date (or, if earlier, the date of your termination of employment) will be treated in accordance with the terms of the applicable Award Agreements, and any Options that are not vested as of the Effective Date (or, if earlier, the date of your termination of employment) will, in accordance with the terms of the Award Agreements, be forfeited and cancelled in their entirety as of the Effective Date (or, if earlier, the date of your termination of employment).  In addition, you acknowledge and agree that except for the Options, you do not hold and are you not entitled to receive any other equity or equity-based awards in respect of the Company.

9.No Other Compensation or Benefits.  Except as otherwise specifically provided herein or as required by COBRA or other applicable law, you will not be entitled to any compensation or benefits or to participate in any past, present or future employee benefit programs or arrangements of the Company Group on or after the Effective Date.

10.Duties; Cooperation.  During the Continuation Period, you agree to render your services to the Company on a full-time, exclusive basis and use your good faith best efforts to promote and serve the interests of the Company Group subject to any alternate written instructions provided by the Company to you.  Following the Effective Date, you agree to cooperate fully with the Company and its counsel with respect to any matter (including, without limitation, any litigation, investigation or government proceeding) that relates to matters with which you are or were involved or about which you had knowledge during your employment with the Company.

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11.Confidential Information.  Subject to Section ‎20,you hereby confirm and acknowledge that certain assets of the Company Group and its affiliates, including, without limitation, information regarding their methods of operation, financial information, strategic planning, operational budgets and strategies, payroll data, management systems, programs, computer systems, marketing plans and strategies, merger and acquisition strategies and customer lists (collectively, the “Confidential Information”) are valuable, special, and unique assets of the Company Group. You will not, during or after your employment with the Company Group, disclose any or any part of the Confidential Information to any person or entity for any reason or purpose whatsoever, directly or indirectly,except as may be required pursuant to your employment during the Continuation Period; provided, however, that the Confidential Information will in no event include (i) any Confidential Information which was generally available to the public at the time of disclosure by you or (ii) any Confidential Information which becomes publicly available other than as a consequence of the breach by you of your confidentiality obligations hereunder. As of the Effective Date, you will deliver to the Company all documents and data pertaining to the Confidential Information and will not take with you any documents or data of any kind or any reproductions (in whole or in part) or extracts of any items relating to the Confidential Information. Nothing contained in this Section 11 will prohibit you from disclosing Confidential Information if such disclosure is required by law, governmental process or valid legal process. In the event that you are legally compelled to disclose any of the Confidential Information, you will provide the Company with prompt written notice so that the Company, at its sole cost and expense, may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If such protective order or other remedy is not obtained, or if the Company waives compliance with the provisions of this Agreement, you will furnish only that portion of the Confidential Information that you are advised by counsel is legally required to be disclosed.

12.Non-Solicit and No-Hire.  During the Continuation Period and for the period ending on the second anniversary of the Effective Date (the “Non-Solicit Restricted Period”), you will not (i) solicit or encourage any employee of the Company Group to terminate his or her employment with the Company Group, (ii) hire any employee of the Company Group prior to the date on which such person has not been employed by the Company Group for a period of at least one (1) year, or (iii) induce or attempt to induce any customer, client, supplier, licensee or other business relationship of the Company Group to cease doing or reduce their business with the Company Group, or in any way interfere with the relationship between the Company Group and any customer, client, supplier, licensee or other business relationship of the Company Group.

13.Certain Remedies.  Without intending to limit the remedies available to the Company, you agree that a breach of any of the covenants contained in ‎Section 11 and Section 12 will result in material and irreparable injury to the Company Group for which there is no adequate remedy at law, that it will not be possible to measure damages for such injuries precisely and that, in the event of such a breach or threat thereof, the Company will be entitled to seek a temporary restraining order or a preliminary or permanent injunction, or both, without bond or other security, restraining you from engaging in activities prohibited by the covenants contained in‎ Section 11, Section 12 and Section 14 or such other relief as may be required specifically to enforce any of the covenants contained in this Agreement. Such injunctive relief in any court will be available to the Company in lieu of, or prior to or pending determination in,

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any proceeding.  In addition to the remedies the Company may seek and obtain pursuant to this Agreement, the Non-Solicit Restricted Period will be extended by any and all periods during which you are in breach of ‎Section 11, Section 12 or Section 14.

14.Nondisparagement.  You agree that at no time following the Effective Date will you make, cause or assist any other person or entity to make any statement or other communication to any person or entity, including, without limitation, any third party, reporter, author, producer or similar person or entity, or to any general public media in any form (including, without limitation, books, articles or writings of any other kind, as well as film, videotape, audio tape, computer/internet format or any other medium), which impugns or attacks, or is otherwise critical of in any way, the reputation, business or character of the Company Group or any of its respective current, former or prospective directors, officers, shareholders or employees.

15.Confidentiality of this Agreement.  Subject to Section ‎20, you agree that, except to enforce the terms of this Agreement or as may be required by applicable law or legal process, you will not disclose the terms of this Agreement to any person other than your accountants, financial advisors, attorneys or spouse; provided that such accountants, financial advisors, attorneys and spouse agree not to disclose the terms of this Agreement to any other person or entity.

16.Return of Property.  No later than seven (7) days following the Effective Date, you will deliver to the Company (or, if requested by any member of the Company Group, destroy) all property made available to you in connection with your employment by any member of the Company Group, including, without limitation, any and all records, manuals, customer lists, notebooks, cellphones, electronic devices, computers, computer programs, credit cards, and files, papers, electronically stored information and documents kept or made by you in connection with your employment.

17.Employee Protections.  As described further in Section ‎20, you have the right under federal law to certain protections for cooperating with or reporting legal violations to the Securities Exchange Commission (the “SEC”) and/or its Office of the Whistleblower, as well as certain other governmental entities and self-regulatory organizations.  As such, nothing in this Agreement or otherwise is intended to prohibit you from disclosing this Agreement to, or from cooperating with or reporting violations to, the SEC or any other such governmental entity or self-regulatory organization, and you may do so without notifying the Company.  The Company may not retaliate against you for any of these activities, and nothing in this Agreement or otherwise would require you to waive any monetary award or other payment that you might become entitled to from the SEC or any other governmental entity.  Moreover, nothing in this Agreement or otherwise prohibits you from notifying the Company that you are going to make a report or disclosure to law enforcement.

18.Release.

(a)General Release.  In consideration of the Company’s obligations under this Agreement and for other valuable consideration, you hereby release and forever discharge the Company, each other member of the Company Group and each of their

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respectivedirect or indirect shareholders, officers, employees, directors and agents (collectively, the “Released Parties”) from any and all claims, actions and causes of action (collectively, “Claims”), including, without limitation, any Claims arising under (A) the Sarbanes-Oxley Act of 2002, 18 U.S.C. § 1514; Sections 748(h)(i), 922(h)(i) and 1057 of the Dodd-Frank Wall Street and Consumer Protection Act (the “Dodd Frank Act”), 7 U.S.C. § 26(h), 15 U.S.C. § 78u-6(h)(i) and 12 U.S.C. § 5567(a) but excluding from this release any right you may have to receive a monetary award from theSEC as an SEC Whistleblower, pursuant to the bounty provision under Section 922(a)-(g) of the Dodd Frank Act, 7 U.S.C. Sec. 26(a)-(g), or directly from any other federal or state agency pursuant to a similar program, or (B) any applicable federal, state, local or foreign law, that you may have, or in the future may possess arising out of (x) your employment relationship with and service as a director, employee, officer or manager of the Company or any other member of the Company Group, and the termination of such relationship or service, or (y) any event, condition, circumstance or obligation that occurred, existed or arose on or prior to the date hereof; provided, however, that the release set forth in this Section 18‎(a) will not apply to (i) the obligations of the Company under this Agreement and (ii) the obligations ofthe Company to continue to provide officer indemnification to you as provided in the Company’s, as applicable, governing documents.  You further agree that the payments and benefits described in this Agreement will be in full satisfaction of any and all claims for payments or benefits, whether express or implied, that you may have against the Company or any other member of the Company Group arising out of your employment relationship, your service as a director, employee, officer or manager of the Company or any other member of the Company Group and the termination thereof.  The provision of the payments and benefits described in this Agreement will not be deemed an admission of liability or wrongdoing by the Company or any other member of the Company Group.  This Section18‎(a)does not apply to any Claims that you may have as of the date you sign this Agreement arising under the Federal Age Discrimination in Employment Act of 1967, as amended, and the applicable rules and regulations promulgated thereunder (“ADEA”).  Claims arising under ADEA are addressed in Section 18‎(b) of this Agreement.

(b)Specific Release of ADEA Claims.  In consideration of the payments and benefits provided to you under this Agreement, you hereby release and forever discharge the Company, each other member of the Company Group, the Investor and each of their respective direct or indirect shareholders, officers, employees, directors and agents from any and all Claims that you may have as of the date you sign this Agreement arising under ADEA.  By signing this Agreement, you hereby acknowledge and confirm the following: (i) you were advised by the Company in connection with your termination to consult with an attorney of your choice prior to signing this Agreement and to have such attorney explain to you the terms of this Agreement, including, without limitation, the terms relating to your release of claims arising under ADEA; (ii) you have been given a period of not fewer than 21 days to consider the terms of this Agreement and to consult with an attorney of your choosing with respect thereto; and (iii) you are providing the release and discharge set forth in this Section 18‎(b) only in exchange for consideration in addition to anything of value to which you are already entitled.

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(c)Section 1542 of the Civil Code of the State of California Waiver.  You acknowledge that you may hereafter discover Claims or facts in addition to or different from those which you now know or believe to exist with respect to the subject matter of this release and which, if known or suspected at the time of executing this release, may have materially affected this release or your decision to enter into it.  Nevertheless, you hereby waive any right or Claim that might arise as a result of such different or additional Claims or facts and you hereby expressly waive any and all rights and benefits conferred upon you by the provisions of Section 1542 of the Civil Code of the State of California, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

(d)Representation.  You hereby represent that you have not instituted, assisted or otherwise participated in connection with, any action, complaint, claim, charge, grievance, arbitration, lawsuit or administrative agency proceeding, or action at law or otherwise against the Company or any other member of the Company Group or any of their respective shareholders, officers, employees, directors, shareholders or agents.

(e)Re-execution of Release and Representation.  You hereby agree to re-execute the release and representation set forth in this Section 18 as of the Effective Date by signing below.

19.Cessation of Payments.  In the event that you (a) file any charge, claim, demand, action or arbitration with regard to your employment, compensation or termination of employment under any federal, state, local or foreign law, or an arbitration under any industry regulatory entity, except in either case for a claim for breach of this Agreement or failure to honor the obligations set forth herein or (b) breach any of the covenants contained or referenced in this Agreement, the Company will be entitled to immediately cease making any payments due pursuant to Section 4.

20.Certain Exceptions.  (a) Notwithstanding anything in this Agreement or anywhere else in this Agreement or in any other agreement between you and any member of the Company Group, or in any Company code of conduct, employee manual, confidentiality policy or similar document, you have the right to:

(i)report possible violations of state or federal law or regulation that have occurred, are occurring, or are about to occur to any governmental agency or entity, or self-regulatory organization;

(ii)cooperate voluntarily with, or respond to any inquiry from, or provide testimony before any self-regulatory organization or any other federal, state or local regulatory or law enforcement authority;

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(iii)make reports or disclosures to law enforcement or a regulatory authority without prior notice to, or authorization from, the Company; and

(iv)respond truthfully to a valid subpoena.  

(b)In addition, the Company wants you to be aware that:

(i)(A) you have the right to not be retaliated against for reporting, either internally to the Company or to any governmental agency or entity or self-regulatory organization, information which you reasonably believe relates to a possible violation of law, (B) it is a violation of federal law to retaliate against anyone who has reported such potential misconduct either internally or to any governmental agency or entity or self-regulatory organization (retaliatory conduct includes discharge, demotion, suspension, threats, harassment, and any other manner of discrimination in the terms and conditions of employment because of any lawful act you may have performed) and (C) it is unlawful for the Company to retaliate against you for reporting possible misconduct either internally or to any governmental agency or entity, or self-regulatory organization;

(ii)notwithstanding anything contained in this Agreement or otherwise, you may, to the extent contemplated by Section 11, disclose confidential Company information, including the existence and terms of any confidential agreements between you and the Company (including employment or severance agreements), to any governmental agency or entity or self-regulatory organization;

(iii)the Company cannot require you to withdraw reports or filings alleging possible violations of federal, state or local law or regulation, and may not offer you any kind of inducement, including payment, to do so;

(iv)your rights and remedies as a whistleblower protected under applicable whistleblower laws, including a monetary award, if any, may not be waived by any agreement, policy, form, or condition of employment, including by a predispute arbitration agreement; and

(v)even if you have participated in a possible violation of law, you may be eligible to participate in the confidentiality and retaliation protections afforded under applicable whistleblower laws, and may also be eligible to receive an award under such laws.

21.Section 409A.  This Agreement is intended to meet the requirements of Section 409A of the Internal Revenue Code and the regulations and interpretive guidance promulgated thereunder (collectively, “Section 409A”), with respect to amounts subject thereto, and will be interpreted and construed consistent with that intent.  No expenses eligible for reimbursement, or in-kind benefits to be provided, during any calendar year will affect the amounts eligible for reimbursement in any other calendar year, to the extent subject to the

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requirements of Section 409A, and no such right to reimbursement or right to in-kind benefits will be subject to liquidation or exchange for any other benefit.  For purposes of Section 409A, each payment in a series of installment payments provided under this Agreement will be treated as a separate payment.  Any payments to be made under this Agreement upon a termination of employment will only be made upon a “separation from service” under Section 409A.  The Company makes no representations that the payments provided under this Agreement comply with Section 409A and in no event will the Company be liable for any taxes, penalties, interest or other expenses that may be incurred by you on account of non-compliance with Section 409A.

22.Miscellaneous.

(a)Entire Agreement.  This Agreement and any other agreement containing restrictive covenant obligations owed by you to any member of the Company Group (including, without limitation, the Non-Disclosure Employment Agreement between you and SS&C Technologies, Inc. dated January 10, 2013) sets forth the entire agreement and understanding of the parties hereto with respect to the matters covered hereby and supersedes and replaces any express or implied prior agreement with respect to the terms of your employment and the termination thereof which you may have had with the Company Group.  This Agreement may be amended only by a written document signed by the parties hereto.

(b)Governing Law; Submission to Jurisdiction.  This Agreement will be governed by, and construed in accordance with, the laws of the State of Delaware (determined without regard to the choice of law provisions thereof).  To the fullest extent permitted by law, the parties hereto agree that any claim, suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the other agreements or transactions contemplated hereby will be brought only in the Federal courts located in the County of New York in the State of New York or, if unavailable, an appropriate state court in the County of New York in the State of New York, and not in any other Federal or State court located in the United States of America or any court in any other country, and each of the parties hereby consents to the jurisdiction of such courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding in any such court or that any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection which it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding which is brought in any such court has been brought in an inconvenient forum.

(c)Withholding.  Any payments made to you under this Agreement will be reduced by any applicable withholding taxes or other amounts required to be withheld by law or contract.

(d)Voluntary Assent.  You affirm that you have read this Agreement, and understand all of its terms, including the full and final release of claims set forth in Section ‎18.  You further acknowledge that you have voluntarily entered into this Agreement; that you have not relied upon any representation or statement, written or oral, not set forth in this Agreement; that the only consideration for signing this Agreement is

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as set forth herein; and that this document gives you the opportunity and encourages you to have this Agreement reviewed by your attorney and/or tax advisor.

(e)Waiver.  The failure of either party to this Agreement to enforce any of its terms, provisions or covenants will not be construed as a waiver of the same or of the right of such party to enforce the same.  Waiver by either party hereto of any breach or default by the other party of any term or provision of this Agreement will not operate as a waiver of any other breach or default.

(f)Severability.  In the event that any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remainder of this Agreement will not in any way be affected or impaired thereby.  If any provision of this Agreement is held to be excessively broad as to duration, activity or subject, such provision will be construed by limiting and reducing it so as to be enforceable to the maximum extent allowed by applicable law.

(g)Counterparts.  This Agreement may be executed in one or more counterparts, which together will constitute one and the same agreement.

(h)Revocation.  This Agreement may be revoked by you within the seven-day period commencing on the date you sign this Agreement (the “Revocation Period”).  In the event of any such revocation by you, all obligations of the Company and you under this Agreement will terminate and be of no further force and effect as of the date of such revocation.  No such revocation by you will be effective unless it is in writing and signed by you and received by the Company prior to the expiration of the Revocation Period.

(i)Notices.  All notices, demands, requests or other communications which may be or are required to be given, served, or sent by a party pursuant to this Agreement will be in writing and will be hand delivered (including delivery by courier), mailed by first-class, registered or certified mail, return-receipt requested, postage prepaid, or transmitted by telegram, telex or facsimile transmission, addressed as follows:

If to the Company:

SS&C Technologies Holdings, Inc.

80 Lamberton Road

Windsor, Connecticut 06095

Attention:  Joseph J. Frank

If to you:

At your address on file with the Company.

Each party may designate by notice in writing a new address to which any notice, demand, request or communication may thereafter be so given, served or sent.

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SS&C Technologies Holdings, Inc.
By:	/s/ Joseph J. Frank
Name:Joseph J. Frank
Title:Global General Counsel

YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU FULLY KNOW, UNDERSTAND AND APPRECIATE ITS CONTENTS, AND THAT YOU HEREBY ENTER INTO THIS AGREEMENT VOLUNTARILY AND OF YOUR OWN FREE WILL.

ACCEPTED AND AGREED: /s/ Paul G. Igoe
Paul G. Igoe
Date:	March 8, 2018

The release and representations contained in Sections 18(a), (b) and (c) above are ratified and confirmed with respect to any Claims, acts or omissions through the Effective Date.

ACCEPTED AND AGREED: /s/ Paul G. Igoe
Paul G. Igoe
Date:	March 8, 2018

[Signature Page to Separation and Release Agreement]

EX-10.4

Exhibit 10.4

Execution Version

AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN
OF SS&C TECHNOLOGIES HOLDINGS, INC.

RESTRICTED STOCK UNIT AWARD AGREEMENT

AGREEMENT made this 9^th day of March, 2018 (the “Grant Date”) between SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), and Joseph J. Frank (the “Participant”). 

Section 1.Grant of Restricted Stock Units.

The Company has issued to the Participant, pursuant to the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Plan”), an aggregate of 24,923 Restricted Stock Units (the “RSUs”) representing 24,923  shares of common stock, $0.01 par value per share, of the Company (the “Shares”), in consideration for employment services to be rendered by the Participant to the Company. Upon the vesting and settlement of the RSUs, the Company shall (i) issue one or more certificates in the name of the Participant for the Shares or (ii) issue the Shares in book entry form only in the name of the Participant. If the Company issues one or more certificates for the Shares, such certificate(s) shall initially be held on behalf of the Participant by the Secretary of the Company. Following the vesting of any RSUs pursuant to Section 2 below, the Secretary shall, if requested by the Participant, deliver to the Participant a certificate representing the Shares. If the Shares are issued in book entry form only, the Company shall, if requested by the Participant, issue and deliver to the Participant a certificate representing the Shares following the settlement of any RSUs pursuant to Section 2 below.

Section 2.Vesting Schedule.

(a)Unless otherwise provided in this Agreement or the Plan, the RSUs shall vest as to fifty percent (50%) of the original number of RSUs on the Grant Date and as to an additional one thirty-sixth (1/36^th) of the remaining number of unvested RSUs, rounded up to the nearest whole number, on the date of the month of the Grant Date beginning with each successive month following the Grant Date until the third anniversary of the Grant Date; provided, that on the third anniversary of the Grant Date all remaining unvested RSUs shall become vested.  

(b)Immediately prior to the effective date of a Change in Control, all RSUs shall become fully vested.

Section 3.Settlement of RSUs and Dividend Equivalents.

(a)The RSUs shall be settled to the extent vested on any applicable vesting date (including without limitation any vesting under Section 2 above) by delivery of one (1) Share for each vested RSU being settled.  Such delivery shall be made as promptly as practicable following such vesting date.

(b)If and whenever any cash dividends are declared on the Shares, on the date such dividend is paid, the Company will credit to the Participant a number of additional RSUs equal to the result of dividing (i) the product of the total number of RSUs credited to the Participant on

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the record date for such dividend (other than previously settled or forfeited RSUs) times the per share amount of such dividend, by (ii) the closing price of one Share on the record date for such dividend. The additional RSUs shall be or become vested to the same extent and at the same times as the RSUs that resulted in the crediting of such additional RSUs.

(c)If and whenever the Company declares and pays a dividend or distribution on the Shares in the form of additional Shares, then a number of additional RSUs shall be credited to the Participant as of the payment date for such dividend or distribution equal to (i) the total number of RSUs credited to the Participant on the record date for such dividend or distribution (other than previously settled or forfeited RSUs), multiplied by (ii) the number of additional Shares actually paid as a dividend or distribution in respect of each outstanding Share. The additional RSUs shall be or become vested to the same extent and at the same times as the RSUs that resulted in the crediting of such additional RSUs.

Section 4.Consequences of Termination.

In the event that the Participant ceases to be employed by the Company and SS&C for any reason, all of the RSUs that are unvested as of the time of such employment termination shall be immediately forfeited without the payment of any consideration to the Participant.

Section 5.Withholding Taxes.

(a)The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the vesting and/or settlement of the RSUs, including, without limitation, by withholding a net number of Shares underlying vested RSUs equal to such withholding obligation.

(b)The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Section 6.Miscellaneous.

(a)Provisions of the Plan. This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

(b)Nontransferability of RSUs.  The RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution.

(c)No Rights to Employment. The Participant acknowledges and agrees that the transactions contemplated hereunder do not constitute an express or implied promise of continued engagement as an employee for any period or at all.

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(d)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(e)Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company.

(f)Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns.

(g)Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 6(g).

(h)Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(i)Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.

(j)Amendment. Notwithstanding anything to the contrary in the Plan, this Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant.

(k)Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.

(l)Participant’s Acknowledgments. The Participant acknowledges that he: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement.

Section 7.Section 409A.

This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Company shall have the right to defer the delivery of any such payments except to the extent

3

specifically permitted or required by Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A, the receipt of any benefits under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) or any successor thereto. In addition, if the Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Except as provided in the immediately preceding sentence, in no event shall settlement of the RSUs occur later than March 15 of the year after the year in which such RSUs become vested.

Section 8.Definitions.

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.

(a)“Change in Control” shall mean the consummation of any transaction or series of transactions pursuant to which one or more Persons or group of Persons acquires (a) capital stock of the Company possessing the voting power sufficient to elect a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise) or (b) all or substantially all of the assets of the Company and its subsidiaries.

(b)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(c)“Section 409A” shall mean Section 409A of the Code.

(d)“SS&C” shall mean SS&C Technologies, Inc.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SS&C Technologies Holdings, Inc.
By:	/s/ William C. Stone
	Name:William C. Stone
	Title:Chairman of the Board and      Chief Executive Officer
Address:80 Lamberton Road Windsor, CT 06095
Participant /s/ Joseph J. Frank
Joseph J. Frank
Address: [ - ]

[Signature Page to Restricted Stock Unit Agreement]

EX-10.5

Exhibit 10.5

AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN
OF SS&C TECHNOLOGIES HOLDINGS, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT

AGREEMENT made this __________ (the “Grant Date”) between SS&C Technologies Holdings, Inc., a Delaware corporation (the “Company”), and _________ (the “Participant”). 

Section 1.Grant of Restricted Stock Units.

The Company has issued to the Participant, pursuant to the Company’s Amended and Restated 2014 Stock Incentive Plan (the “Plan”), an aggregate of ____ Restricted Stock Units (the “RSUs”) representing ____ shares of common stock, $0.01 par value per share, of the Company (the “Shares”), in consideration for employment services to be rendered by the Participant to the Company. Upon the vesting and settlement of the RSUs, the Company shall (i) issue one or more certificates in the name of the Participant for the Shares or (ii) issue the Shares in book entry form only in the name of the Participant. If the Company issues one or more certificates for the Shares, such certificate(s) shall initially be held on behalf of the Participant by the Secretary of the Company. Following the vesting of any RSUs pursuant to Section 2 below, the Secretary shall, if requested by the Participant, deliver to the Participant a certificate representing the Shares. If the Shares are issued in book entry form only, the Company shall, if requested by the Participant, issue and deliver to the Participant a certificate representing the Shares following the settlement of any RSUs pursuant to Section 2 below.

Section 2.Vesting Schedule.

(a)Unless otherwise provided in this Agreement or the Plan, the RSUs shall vest as to fifty percent (50%) of the original number of RSUs on the Grant Date and as to an additional one thirty-sixth (1/36^th) of the remaining number of unvested RSUs, rounded up to the nearest whole number, on the date of the month of the Grant Date beginning with each successive month following the Grant Date until the third anniversary of the Grant Date; provided, that on the third anniversary of the Grant Date all remaining unvested RSUs shall become vested.  

(b)Immediately prior to the effective date of a Change in Control, all RSUs shall become fully vested.

Section 3.Settlement of RSUs and Dividend Equivalents.

(a)The RSUs shall be settled to the extent vested on any applicable vesting date (including without limitation any vesting under Section 2 above) by delivery of one (1) Share for each vested RSU being settled.  Such delivery shall be made as promptly as practicable following such vesting date.

(b)If and whenever any cash dividends are declared on the Shares, on the date such dividend is paid, the Company will credit to the Participant a number of additional RSUs equal to the result of dividing (i) the product of the total number of RSUs credited to the Participant on the record date for such dividend (other than previously settled or forfeited RSUs) times the per share amount of such dividend, by (ii) the closing price of one Share on the record date for such

1

dividend. The additional RSUs shall be or become vested to the same extent and at the same times as the RSUs that resulted in the crediting of such additional RSUs.

(c)If and whenever the Company declares and pays a dividend or distribution on the Shares in the form of additional Shares, then a number of additional RSUs shall be credited to the Participant as of the payment date for such dividend or distribution equal to (i) the total number of RSUs credited to the Participant on the record date for such dividend or distribution (other than previously settled or forfeited RSUs), multiplied by (ii) the number of additional Shares actually paid as a dividend or distribution in respect of each outstanding Share. The additional RSUs shall be or become vested to the same extent and at the same times as the RSUs that resulted in the crediting of such additional RSUs.

Section 4.Consequences of Termination.

In the event that the Participant ceases to be employed by the Company and SS&C for any reason, all of the RSUs that are unvested as of the time of such employment termination shall be immediately forfeited without the payment of any consideration to the Participant.

Section 5.Withholding Taxes.

(a)The Participant acknowledges and agrees that the Company has the right to deduct from payments of any kind otherwise due to the Participant any federal, state or local taxes of any kind required by law to be withheld with respect to the vesting and/or settlement of the RSUs, including, without limitation, by withholding a net number of Shares underlying vested RSUs equal to such withholding obligation.

(b)The Participant has reviewed with the Participant’s own tax advisors the federal, state, local and foreign tax consequences of the transactions contemplated by this Agreement. The Participant is relying solely on such advisors and not on any statements or representations of the Company or any of its agents. The Participant understands that the Participant (and not the Company) shall be responsible for the Participant’s own tax liability that may arise as a result of the transactions contemplated by this Agreement.

Section 6.Miscellaneous.

(a)Provisions of the Plan. This Agreement is subject to the provisions of the Plan, a copy of which is furnished to the Participant with this Agreement.

(b)Nontransferability of RSUs.  The RSUs may not be sold, assigned, transferred, pledged or otherwise encumbered by the Participant, either voluntarily or by operation of law, except by will or the laws of descent and distribution.

(c)No Rights to Employment. The Participant acknowledges and agrees that the transactions contemplated hereunder do not constitute an express or implied promise of continued engagement as an employee for any period or at all.

(d)Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, and each

2

other provision of this Agreement shall be severable and enforceable to the extent permitted by law.

(e)Waiver. Any provision for the benefit of the Company contained in this Agreement may be waived, either generally or in any particular instance, by the Board of Directors of the Company.

(f)Binding Effect. This Agreement shall be binding upon and inure to the benefit of the Company and the Participant and their respective heirs, executors, administrators, legal representatives, successors and assigns.

(g)Notice. All notices required or permitted hereunder shall be in writing and deemed effectively given upon personal delivery or five days after deposit in the United States Post Office, by registered or certified mail, postage prepaid, addressed to the other party hereto at the address shown beneath his or its respective signature to this Agreement, or at such other address or addresses as either party shall designate to the other in accordance with this Section 6(g).

(h)Pronouns. Whenever the context may require, any pronouns used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns and pronouns shall include the plural, and vice versa.

(i)Entire Agreement. This Agreement and the Plan constitute the entire agreement between the parties, and supersedes all prior agreements and understandings, relating to the subject matter of this Agreement.

(j)Amendment. Notwithstanding anything to the contrary in the Plan, this Agreement may be amended or modified only by a written instrument executed by both the Company and the Participant.

(k)Governing Law. This Agreement shall be construed, interpreted and enforced in accordance with the internal laws of the State of Delaware without regard to any applicable conflicts of laws.

(l)Participant’s Acknowledgments. The Participant acknowledges that he: (i) has read this Agreement; (ii) has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of the Participant’s own choice or has voluntarily declined to seek such counsel; (iii) understands the terms and consequences of this Agreement; and (iv) is fully aware of the legal and binding effect of this Agreement.

Section 7.Section 409A.

This Agreement is intended to satisfy the requirements of Section 409A with respect to amounts, if any, subject thereto and shall be interpreted and construed and shall be performed by the parties consistent with such intent. The parties agree that the payments set forth herein comply with or are exempt from the requirements of Section 409A. Neither Participant nor the Company shall have the right to defer the delivery of any such payments except to the extent specifically permitted or required by Section 409A. Notwithstanding anything in this Agreement to the contrary, to the extent necessary to comply with Section 409A, the receipt of any benefits

3

under this Agreement as a result of a termination of employment shall be subject to satisfaction of the condition precedent that the Participant undergo a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h) or any successor thereto. In addition, if the Participant is deemed to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment or the provisions of any benefit that is required to be delayed pursuant to Section 409A(a)(2)(B) of the Code, such payment shall not be made or provided prior to the earlier of (i) the expiration of the six (6) month period measured from the date of the Participant’s “separation from service” (as such term is defined in Treasury Regulation Section 1.409A-1(h)), or (ii) the date of the Participant’s death (the “Delay Period”). Within ten (10) days following the expiration of the Delay Period, all payments delayed pursuant to this Section (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to the Participant in a lump sum, and any remaining payments and benefits due under this Agreement shall be paid or provided in accordance with the normal payment dates specified for them herein. Except as provided in the immediately preceding sentence, in no event shall settlement of the RSUs occur later than March 15 of the year after the year in which such RSUs become vested.

Section 8.Definitions.

Whenever the following terms are used in this Agreement, they shall have the meaning specified below unless the context clearly indicates to the contrary. Capitalized terms used in this Agreement and not defined below shall have the meaning given such terms in the Plan. The singular pronoun shall include the plural, where the context so indicates.

(a)“Change in Control” shall mean the consummation of any transaction or series of transactions pursuant to which one or more Persons or group of Persons acquires (a) capital stock of the Company possessing the voting power sufficient to elect a majority of the members of the Board or the board of directors of the successor to the Company (whether such transaction is effected by merger, consolidation, recapitalization, sale or transfer of the Company’s capital stock or otherwise) or (b) all or substantially all of the assets of the Company and its subsidiaries.

(b)“Code” shall mean the Internal Revenue Code of 1986, as amended.

(c)“Section 409A” shall mean Section 409A of the Code.

(d)“SS&C” shall mean SS&C Technologies, Inc.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

SS&C Technologies Holdings, Inc.
By:
	Name:
	Title:
Address:80 Lamberton Road Windsor, CT 06095
Participant
Address:

EX-31.1

Exhibit 31.1

CERTIFICATION

I, William C. Stone, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SS&C Technologies Holdings, 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 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

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

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

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

Date: May 10, 2018	/s/ William C. Stone
	William C. Stone
	Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Patrick J. Pedonti, certify that:

1. I have reviewed this quarterly report on Form 10-Q of SS&C Technologies Holdings, 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(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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

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

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this 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

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

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

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

Date: May 10, 2018	/s/ Patrick J. Pedonti
	Patrick J. Pedonti
	Senior Vice President and Chief Financial Officer (Principal Financial Officer)

EX-32

Exhibit 32

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

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the quarterly report on Form 10-Q of SS&C Technologies Holdings, Inc. (the “Company”) for the period ended March 31, 2018 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company hereby certify to their knowledge, pursuant to 18 U.S.C. Section 1350, that:

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

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

Date: May 10, 2018	By:	/s/ William C. Stone
		William C. Stone
		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)

Date: May 10, 2018	By:	/s/ Patrick J. Pedonti
		Patrick J. Pedonti
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 02, 2018
Document And Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	SSNC
Entity Registrant Name	SS&C Technologies Holdings Inc
Entity Central Index Key	0001402436
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		238,091,089

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and cash equivalents	$ 74,077	$ 64,057
Accounts receivable, net of allowance for doubtful accounts of $7,390 and $6,739, respectively	264,076	243,900
Contract asset	11,942
Prepaid expenses and other current assets	35,559	38,742
Prepaid income taxes		12,166
Restricted cash	543	592
Total current assets	386,197	359,457
Property, plant and equipment:
Land	2,655	2,655
Building and improvements	61,354	59,935
Equipment, furniture, and fixtures	144,825	138,747
Total property and equipment	208,834	201,337
Less: accumulated depreciation	(106,840)	(100,381)
Net property, plant and equipment	101,994	100,956
Deferred income taxes	2,041	2,324
Contract asset	22,076
Goodwill (Note 4)	3,711,181	3,707,823
Intangible and other assets, net of accumulated amortization of $1,011,145 and $953,957, respectively	1,326,095	1,368,956
Total assets	5,549,584	5,539,516
Current liabilities:
Current portion of long-term debt (Note 3)	37,338	37,863
Accounts payable	17,637	27,087
Income taxes payable	16,182	6,031
Accrued employee compensation and benefits	42,193	96,016
Interest payable	7,620	16,425
Other accrued expenses	60,875	55,637
Deferred revenue	193,024	204,601
Total current liabilities	374,869	443,660
Long-term debt, net of current portion (Note 3)	1,949,232	2,007,332
Other long-term liabilities	120,621	118,679
Deferred income taxes	288,954	283,457
Total liabilities	2,733,676	2,853,128
Commitments and contingencies (Note 9)
Stockholders’ equity (Note 6):
Preferred stock, $0.01 par value per share, 5,000,000 shares authorized; no shares issued
Common stock	2,094	2,081
Additional paid-in capital	2,057,757	2,018,106
Accumulated other comprehensive loss	(77,438)	(82,655)
Retained earnings	851,495	766,856
Stockholders' equity before treasury stock	2,833,908	2,704,388
Less: cost of common stock in treasury, 1,573,339 shares	(18,000)	(18,000)
Total stockholders’ equity	2,815,908	2,686,388
Total liabilities and stockholders’ equity	5,549,584	5,539,516
Class A Non-Voting Common Stock [Member]
Stockholders’ equity (Note 6):
Common stock

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Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Allowance for doubtful accounts receivable	$ 7,390	$ 6,739
Accumulated amortization of finite-lived intangible assets	$ 1,011,145	$ 953,957
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	209,375,921	208,109,294
Common stock, shares outstanding	207,802,582	206,535,955
Common stock, shares unvested	938	1,126
Treasury stock, shares	1,573,339	1,573,339
Class A Non-Voting Common Stock [Member]
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	5,000,000	5,000,000
Common stock, shares issued	0	0

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Condensed Consolidated Statements of Comprehensive Income - USD ($) shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
Software-enabled services	$ 294,803	$ 276,452
License, maintenance and related	127,126	131,247
Total revenues	421,929	407,699
Cost of revenues:
Software-enabled services	167,416	154,006
License, maintenance and related	62,164	63,453
Total cost of revenues	229,580	217,459
Gross profit	192,349	190,240
Operating expenses:
Selling and marketing	31,150	30,242
Research and development	38,919	38,449
General and administrative	35,433	31,832
Total operating expenses	105,502	100,523
Operating income	86,847	89,717
Interest expense, net	(25,354)	(29,020)
Other income (expense), net	438	(71)
Loss on extinguishment of debt		(2,326)
Income before income taxes	61,931	58,300
Provision for income taxes	10,681	10,153
Net income	$ 51,250	$ 48,147
Basic earnings per share	$ 0.25	$ 0.24
Diluted earnings per share	$ 0.24	$ 0.23
Basic weighted average number of common shares outstanding	206,993	203,376
Diluted weighted average number of common and common equivalent shares outstanding	217,656	209,704
Cash dividends declared and paid per common share	$ 0.07	$ 0.0625
Net income	$ 51,250	$ 48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment	5,217	10,779
Total comprehensive income, net of tax	5,217	10,779
Comprehensive income	$ 56,467	$ 58,926

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Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash flow from operating activities:
Net income	$ 51,250	$ 48,147
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	61,372	58,557
Stock-based compensation expense	12,702	10,900
Amortization and write-offs of loan origination costs	2,626	2,656
Loss on extinguishment of debt		2,326
Loss on sale or disposition of property and equipment	28	10
Deferred income taxes	(12,425)	(7,295)
Provision for doubtful accounts	44	1,154
Changes in operating assets and liabilities, excluding effects from acquisitions:
Accounts receivable	(19,818)	(7,087)
Prepaid expenses and other assets	(30)	(2,532)
Contract assets	26,847
Accounts payable	(10,548)	6,106
Accrued expenses	(54,389)	(72,908)
Income taxes prepaid and payable	19,680	5,077
Deferred revenue	(7,395)	12,777
Net cash provided by operating activities	69,944	57,888
Cash flow from investing activities:
Additions to property and equipment	(7,163)	(5,990)
Cash paid for business acquisitions, net of cash acquired	(191)	1,805
Additions to capitalized software	(3,945)	(3,277)
Net cash used in investing activities	(11,299)	(7,462)
Cash flow from financing activities:
Cash received from debt borrowings	45,000	45,000
Repayments of debt	(106,250)	(105,200)
Proceeds from exercise of stock options	29,132	14,017
Withholding taxes paid related to equity award net share settlement	(2,171)	(589)
Fees paid for debt extinguishment		(1,363)
Dividends paid on common stock	(14,504)	(12,715)
Net cash used in financing activities	(48,793)	(60,850)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	119	1,663
Net increase (decrease) in cash, cash equivalents and restricted cash	9,971	(8,761)
Cash, cash equivalents and restricted cash, beginning of period	64,649	119,674
Cash, cash equivalents and restricted cash, end of period	$ 74,620	$ 110,913

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Basis of Presentation

3 Months Ended

Mar. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Basis of Presentation

Note 1—Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). These accounting principles were applied on a basis consistent with those of the audited Consolidated Financial Statements contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission (the “SEC”) on February 28, 2018 (the “2017 Form 10-K”). In the opinion of the Company, the accompanying unaudited Condensed Consolidated Financial Statements contain all adjustments (consisting of only normal recurring adjustments, except as noted elsewhere in the notes to the Condensed Consolidated Financial Statements) necessary for a fair statement of its financial position as of March 31, 2018, the results of its operations for the three months ended March 31, 2018 and 2017 and its cash flows for the three months ended March 31, 2018 and 2017. Certain prior year balances have been reclassified to conform to the current year presentation. Such reclassifications did not affect total revenues, operating income or net income.  These statements do not include all of the information and footnotes required by GAAP for annual financial statements. The Condensed Consolidated Financial Statements contained herein should be read in conjunction with the audited Consolidated Financial Statements and footnotes as of and for the year ended December 31, 2017, which were included in the 2017 Form 10-K. The December 31, 2017 Consolidated Balance Sheet data were derived from audited financial statements but do not include all disclosures required by GAAP for annual financial statements. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the expected results for any subsequent quarters or the full year.  

In connection with the adoption of ASC 606, the Company revised its presentation of revenues to illustrate its two primary sources of revenues: software-enabled services revenues and license, maintenance and other related revenues. The Company believes its prior presentation of recurring and non-recurring revenue streams is no longer useful, as the license portion of revenue from multi-year term license agreements is now recognized up-front and is no longer annually recurring in nature.  

Recently Adopted Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Accounting Standards Codification (“ASC”) Topic 230, Statement of Cash Flow, and other Topics.  ASU 2016-15 is effective for the Company for its first quarter of fiscal 2018 and the guidance requires application using a retrospective method.  The impact of the Company’s adoption of ASU 2016-15 to the Company’s Condensed Consolidated Financial Statements was to reflect the presentation of debt prepayment or debt extinguishment costs as cash outflows from financing activities within the Company’s Condensed Consolidated Statement of Cash Flows.  The Company adopted ASU 2016-15, which did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU, Revenue from Contracts with Customers (Topic 606). ASC 606 supersedes the revenue recognition requirements in ASC 605 and 985 and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method.  See Note 2 for further details.

Recent Accounting Pronouncements Not Yet Effective

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company for its first quarter of fiscal 2020 and earlier adoption is permitted beginning in the first quarter of fiscal 2019. Application of the ASU is through a cumulative-effect adjustment to retained earnings as of the effective date.  The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s Condensed Consolidated Financial Statements.  This ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU.Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.  ASU 2016-02 is effective for the Company for its first quarter of fiscal 2019 and earlier adoption is permitted.  The impact of the Company’s adoption of ASU 2016-02 to the Company’s Condensed Consolidated Financial Statements will be to recognize the majority of the Company’s operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in a material increase in the assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheet.  The Company is continuing its assessment, which may identify additional impacts this ASU will have on the Company’s Condensed Consolidated Financial Statements and related disclosures and internal controls over financial reporting.

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Revenues

3 Months Ended

Mar. 31, 2018

Revenue From Contract With Customer [Abstract]

Revenues

Note 2—Revenues

Adoption of ASC Topic 606, “Revenue from Contracts with Customers”

On January 1, 2018, the Company adopted ASC 606 using the modified retrospective method for those contracts which were not completed as of the date of adoption.  Results for reporting periods beginning after January 1, 2018 are presented under ASC 606, while prior period amounts continue to be reported in accordance with ASC 605 and 985. The most significant impact of the standard to the Company relates to the timing of revenue recognition for arrangements involving term licenses. Under ASC 606, the Company is required to recognize term license revenues upon the transfer of the license and recognize the associated maintenance revenues over the contract period, as opposed to the Company’s prior practice of recognizing both the term license and maintenance revenues ratably over the contract period. In addition, the Company is required to capitalize and amortize incremental costs of obtaining a contract, such as certain sales commission costs, over the expected customer relationship period if the Company expects to recover those costs. The Company previously expensed these costs over the length of the initial contract excluding any renewals.

The Company recorded an increase to retained earnings of $65.8 million, or $47.9 million net of tax, as of January 1, 2018 due to the cumulative impact of adopting ASC 606, with the impact primarily related to the Company’s term license revenues.  The impact to revenues for the three months ended March 31, 2018 related to these adjustments was a decrease of $11.8 million.

The impact of adoption of ASC 606 on the Company’s Condensed Consolidated Statement of Comprehensive Income was as follows (in thousands):

	For the Three Months Ended March 31, 2018
	As Reported		Balance without adoption of ASC 606		Effect of Change
Revenues:
License, maintenance and related	$	127,126	$	122,128	$	4,998
Operating expenses:
Selling and marketing	$	31,150	$	31,748	$	(598	)

The impact of adoption of ASC 606 on the Company’s Condensed Consolidated Balance Sheet was as follows (in thousands):

	As of March 31, 2018
	As Reported		Balance without adoption of ASC 606		Effect of Change
Assets:
Accounts receivable, net	$	264,076	$	265,272	$	(1,196	)
Contract asset (current)		11,942		-		11,942
Prepaid expenses and other current assets		35,559		31,943		3,616
Contract asset (non-current)		22,076		-		22,076
Liabilities:
Deferred revenue	$	193,024	$	230,504	$	(37,480	)
Other long-term liabilities		120,621		118,115		2,506

The adoption of ASC 606 had no impact on the Company’s total cash flows from operations.

Revenue Recognition

Software-enabled Services Revenue

The Company primarily offers software-enabled outsourcing services in which the Company utilizes its own software to offer comprehensive fund administration services for alternative investment managers, including fund manager services, transfer agency services, funds-of-funds services, tax processing and accounting. The Company also offers subscription-based on-demand software applications that are managed and hosted at the Company’s facilities. The software-enabled services arrangements provide an alternative for clients who do not wish to install, run and maintain complicated financial software. Under these arrangements, the client does not have the right to take possession of the software, rather, 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.

Software-enabled services are generally provided under contracts with initial terms of one to five years that require monthly or quarterly payments, and are subject to automatic annual renewal at the end of the initial term unless terminated by either party.

In software-enabled services arrangements, the arrangement is a single performance obligation comprised of a series of distinct services that are substantially the same and have the same pattern of transfer to the customer (i.e. distinct months of service).  The Company applies a measure of progress (typically time-based) to any fixed consideration and allocates variable consideration to the distinct periods of service based on usage or summarization of account information.  These amounts may be constrained and are only included in revenue to the extent we do not expect a significant reversal when the uncertainty associated with the variable consideration is resolved.  Revenue is generally recognized over the period the services are provided, which results in revenue recognition that corresponds with the value to the client of the services transferred to date relative to the remaining services promised.

License, Maintenance and Related Revenue Agreements

The Company generates revenues in the form of software license fees and related maintenance and services fees. License fees include perpetual license fees and term license fees which differ mainly in the duration over which the customer benefits from the software. Maintenance and services primarily consist of fees for maintenance services (including support and unspecified upgrades and enhancements when and if they are available) and to a lesser extent professional services which focus on both deployment and training the Company’s customers to fully leverage the use of its products although the user can benefit from the software without the Company’s assistance.

Under ASC 606, the Company identifies a contract with a customer, identifies the performance obligations in the contract, determines the transaction price, allocates the transaction price to each performance obligation in the contract and recognizes revenues when (or as) the Company satisfies a performance obligation.

Software license performance obligations are functional intellectual property that are distinct as the user can benefit from the software on its own as defined under ASC 606.  Software license revenues are recognized at the point of time when the software license has been delivered.  Term license fees are typically due in annual installments at the beginning of each annual period and we record a contract asset for amounts recognized as revenue in excess of amounts billed.

The Company recognizes revenues from maintenance ratably over the term of the underlying maintenance contract term because the Company transfers control evenly by providing a stand-ready service. The term of the maintenance contract is usually one year. Renewals of maintenance contracts create new performance obligations that are satisfied over the term with the revenues recognized ratably over the term.

Revenues from professional services consist mostly of services provided on a time and materials basis. The performance obligations are satisfied, and revenues are recognized, over time as the services are provided.

In contracts with multiple performance obligations, the Company accounts for individual performance obligations separately if they are distinct. The Company allocates the transaction price to each performance obligation based on its relative standalone selling price out of total consideration of the contract. Standalone selling price is determined utilizing observable prices to the extent available.  If the standalone selling price for a performance obligation is not directly observable, the Company estimates it maximizing the use of observable inputs.  For maintenance and support, the Company determines the standalone selling price based on the price at which the Company separately sells a renewal contract and the economic relationship between licenses and maintenance. The Company determines the standalone selling price for sales of licenses using the residual approach. For professional services, the Company determines the standalone selling prices based on the price at which the Company separately sells those services.

The Company occasionally enters into license agreements requiring significant customization of the Company’s software which are not material to the Company’s results of operations. The Company accounts for the license and professional service fees under these agreements as a single performance obligation, recognized over time using an input method during the development of the license. 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.

Accounts Receivable, net is primarily comprised of billed and unbilled receivables for which we have an unconditional right to consideration, net of an allowance for doubtful accounts.

Deferred revenues represent mostly unrecognized fees billed or collected for maintenance and professional services. Deferred revenues are recognized as (or when) the Company performs under the contract. Deferred revenues are recorded on a net basis with contract assets at the contract level.  Accordingly, approximately $29.3 million of deferred revenue is presented net within contract assets arising from the same contracts.  The amount of revenues recognized in the period that was included in the opening deferred revenues balance was $76.5 million for the three months ended March 31, 2018.

As of March 31, 2018, revenue of approximately $266.3 million is expected to be recognized from remaining performance obligations for license, maintenance and related revenues, of which $174.1 million is expected to be recognized over the next twelve months.  Software-enabled services are generally provided under contracts which are cancelable with 90 days’ notice.

Revenue Disaggregation

The following table disaggregates our revenues by geography (in thousands):

	Three Months Ended March 31,
	2018		2017 (1)
United States	$	302,703	$	296,836
United Kingdom		32,011		27,543
Asia-Pacific and Japan		28,988		26,449
Europe, excluding United Kingdom		27,808		24,876
Canada		18,318		20,628
Americas, excluding United States and Canada		12,101		11,367
Total	$	421,929	$	407,699

(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.

The following table disaggregates our revenues by source (in thousands):

	Three Months Ended March 31,
	2018		2017 (1)
Software-enabled services	$	294,803	$	276,452
Maintenance and term licenses		107,756		110,557
Perpetual licenses		4,400		2,828
Professional services		14,970		17,862
Total	$	421,929	$	407,699

(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.

Costs of Revenues

Costs of revenues include all costs, including depreciation and amortization, incurred to produce revenues. Incremental costs of obtaining a contract (e.g., sales commissions) are capitalized and amortized on a basis consistent with the pattern of transfer of goods or services to the customer to which the asset relates over the expected customer relationship period if the Company expects to recover those costs. The Company previously expensed these costs over the length of the initial contract excluding any renewals. The expected customer relationship period is determined based on average historical customer relationship periods, including expected renewals. Expected renewal periods are only included in the expected customer relationship period if commission amounts paid upon renewal are not commensurate with amounts paid on the initial contract. Incremental costs of obtaining a contract include only those costs the Company incurs to obtain a contract that it would not have incurred if the contract had not been obtained. The Company has determined that certain commissions programs meet the requirements to be capitalized.  Certain sales commissions associated with multi-year contracts are subject to an employee service requirement. As an action other than each party approving the contract is required to trigger payment of these sales commissions, they are not considered incremental costs to obtain a contract and are expensed as incurred.  These costs are included in selling, general and administrative expenses.

Practical Expedients

The Company applies a practical expedient to expense sales commissions as incurred when the amortization period would have been one year or less.

As a practical expedient, the Company does not account for significant financing components if the period between when the Company transfers the promised product or service to the client and when the client pays for that product or service will be one year or less.  

For the Company’s software-enabled services contracts which are cancelable with 90 days’ notice, the Company uses the practical expedient applicable to such contracts and has not disclosed the transaction price for the remaining performance obligations as of the end of each reporting period or when the Company expects to recognize this revenue.

The Company records revenue net of any taxes assessed by governmental authorities.

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Debt

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Debt

Note 3—Debt

At March 31, 2018 and December 31, 2017, debt consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Senior secured credit facilities, weighted-average interest rate of 4.05% and 3.75%, respectively	$	1,430,925		$	1,492,175
5.875% senior notes due 2023		600,000			600,000
Unamortized original issue discount and debt issuance costs		(44,355	)		(46,980	)
		1,986,570			2,045,195
Less current portion of long-term debt		37,338			37,863
Long-term debt	$	1,949,232		$	2,007,332

Fair value of debt. The carrying amounts and fair values of financial instruments are as follows (in thousands):

	March 31, 2018				December 31, 2017
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial liabilities:
Senior secured credit facilities	$	1,430,925	$	1,436,911	$	1,492,175	$	1,500,761
5.875% senior notes due 2023		600,000		630,660		600,000		631,313

The above fair values, which are Level 2 liabilities, were computed based on comparable quoted market prices. The fair values of cash, accounts receivable, net, short-term borrowings, and accounts payable approximate the carrying amounts due to the short-term maturities of these instruments.

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Goodwill

3 Months Ended

Mar. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill

Note 4—Goodwill

The change in carrying value of goodwill as of and for the three months ended March 31, 2018 is as follows (in thousands):

Balance at December 31, 2017	$	3,707,823
Adjustments to prior acquisitions		208
Effect of foreign currency translation		3,150
Balance at March 31, 2018	$	3,711,181

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Earnings per Share

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Earnings per Share

Note 5—Earnings per Share

Earnings per share (“EPS”) is calculated in accordance with the relevant standards. Basic EPS includes no dilution and is computed by dividing net income available to the Company’s common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed by dividing net income by the weighted average number of common and common equivalent shares outstanding during the period. Common equivalent shares consist of stock options, stock appreciation rights (“SARs”), restricted stock units (“RSUs”) and restricted stock awards (“RSAs”) using the treasury stock method. Common equivalent shares are excluded from the computation of diluted earnings per share if the effect of including such common equivalent shares is anti-dilutive because their total assumed proceeds exceed the average fair value of common stock for the period.

The following table sets forth the computation of basic and diluted EPS (in thousands, except per share amounts):

	For the Three Months Ended March 31,
	2018		2017
Net income	$	51,250	$	48,147
Shares:
Weighted average common shares outstanding — used in calculation of basic EPS		206,993		203,376
Weighted average common stock equivalents — options and restricted shares		10,663		6,328
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS		217,656		209,704
Earnings per share - Basic	$	0.25	$	0.24
Earnings per share - Diluted	$	0.24	$	0.23

Weighted average stock options and SARs representing 182,333 and 14,455,614 shares were outstanding for the three months ended March 31, 2018 and 2017, respectively, but were not included in the computation of diluted EPS because the effect of including them would be anti-dilutive.  

Dividends. In 2018, the Company paid a quarterly cash dividend of $0.07 per share of common stock on March 15, 2018 to stockholders of record as of the close of business on March 1, 2018 totaling $14.5 million.   In 2017, the Company paid a quarterly cash dividend of $0.0625 per share of common stock on March 15, 2017 to stockholders of record as of the close of business on March 1, 2017, totaling $12.7 million.

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Equity and Stock-based Compensation

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Equity and Stock-based Compensation

Note 6—Equity and Stock-based Compensation

Total stock options, SARs, RSUs and RSAs. The amount of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Comprehensive Income for three months ended March 31, 2018 and 2017 was as follows (in thousands):

	For the Three Months Ended March 31,
Consolidated Statements of Comprehensive Income Classification	2018		2017
Cost of software-enabled services	$	3,544	$	2,729
Cost of license, maintenance and other related		1,094		1,106
Total cost of revenues		4,638		3,835
Selling and marketing		2,682		2,673
Research and development		2,083		1,987
General and administrative		3,299		2,405
Total operating expenses		8,064		7,065
Total stock-based compensation expense	$	12,702	$	10,900

The following table summarizes stock option and SAR activity as of and for the three months ended March 31, 2018:

	Shares
Outstanding at December 31, 2017		31,339,515
Granted		347,500
Cancelled/forfeited		(218,882	)
Exercised		(1,413,744	)
Outstanding at March 31, 2018		30,054,389

The following table summarizes RSU activity as of and for the three months ended March 31, 2018:

	Shares
Outstanding at December 31, 2017		183,076
Granted		24,923
Cancelled/forfeited		(556	)
Vested		(14,628	)
Outstanding at March 31, 2018		192,815

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Tax Disclosure [Abstract]

Income Taxes

Note 7—Income Taxes

The effective tax rate was 17.2% and 17.4% for the three months ended March 31, 2018 and 2017, respectively.  The change in the effective tax rate for the three months ended March 31, 2018 was primarily due to the decrease in the domestic statutory tax rate from 35% to 21%, offset partially by the unfavorable impact of a tax on Global Intangible Low-Taxed Income (“GILTI”).  Both the domestic statutory tax rate decrease and GILTI tax became effective January 1, 2018 as a result of the Tax Cut and Jobs Act of 2017 (“Tax Act”) enacted into law in the U.S. on December 22, 2017.  In December 2017, the SEC Staff issued Staff Accounting Bulletin No. 118 (“SAB 118”) to provide guidance on how to implement the accounting required as a result of the Tax Act.  Due to the complexity of the Tax Act, SAB 118 allowed companies to record provisional amounts, or reasonable estimates of the tax effects of the Act during a measurement period not to exceed one year beyond the enactment date.  Accordingly, we provided provisional amounts for the period ending December 31, 2017 relating to the deemed repatriation provisions, revaluation of deferred taxes, other international provisions and the related state tax impacts.  We have not yet completed our accounting related to these items and we did not record any significant adjustments related to our provisional amounts during the period ending March 31, 2018.  We will continue to analyze the provisional amounts in conjunction with guidance issued by the Department of Treasury in order to complete our accounting during the measurement period.

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Acquisitions

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Acquisitions

Note 8—Acquisitions

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisitions of CommonWealth Fund Services Ltd. and Modestspark occurred on January 1, 2016. This unaudited pro forma information (in thousands, except per share data) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

	For the Three Months Ended March 31,
	2017
Revenues	$	411,045
Net income	$	50,482
Basic EPS	$	0.25
Diluted EPS	$	0.24
Basic weighted average number of common shares outstanding		203,376
Diluted weighted average number of common and common equivalent shares outstanding		209,704

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

Note 9—Commitments and Contingencies

From time to time, the Company is subject to legal proceedings and claims. In the opinion of the Company's management, the Company is not involved in any litigation or proceedings that would have a material adverse effect on the Company or its business.

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Supplemental Guarantor Financial Statements

3 Months Ended

Mar. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Supplemental Guarantor Financial Statements

Note 10—Supplemental Guarantor Financial Statements

On July 8, 2015, the Company issued $600.0 million aggregate principal amount of 5.875% Senior Notes due 2023 (the “Senior Notes”). The Senior Notes are jointly and severally and fully and unconditionally guaranteed, in each case subject to certain customary release provisions, by substantially all wholly-owned domestic subsidiaries of the Company that guarantee the Company’s Amended Senior Secured Credit Agreement (collectively “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 Notes (“Non-Guarantors”). The Guarantors also unconditionally guarantee the Amended Senior Secured Credit Agreement. 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 March 31, 2018 and December 31, 2017 and for the three months ended March 31, 2018 and 2017 are presented.  The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):

	March 31, 2018
	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
Cash and cash equivalents	$	—	$	10,952	$	63,125	$	—		$	74,077
Accounts receivable, net		—		177,378		86,698		—			264,076
Contract asset		—		11,156		786		—			11,942
Prepaid expenses and other current assets		—		16,100		19,459		—			35,559
Restricted cash		—		543		—		—			543
Net property, plant and equipment		—		61,058		40,936		—			101,994
Investment in subsidiaries		3,512,062		982,351		—		(4,494,413	)		—
Intercompany receivables		—		265,532		116,137		(381,669	)		—
Deferred income taxes, long-term		—		—		2,041		—			2,041
Long-term contract asset		—		21,406		670		—			22,076
Goodwill, intangible and other assets, net		—		3,836,385		1,200,891		—			5,037,276
Total assets	$	3,512,062	$	5,382,861	$	1,530,743	$	(4,876,082	)	$	5,549,584
Current portion of long-term debt		—		12,199		25,139		—			37,338
Accounts payable		—		8,441		9,196		—			17,637
Accrued expenses		7,344		57,597		45,747		—			110,688
Income taxes payable		—		13,140		3,042		—			16,182
Deferred revenue		—		163,056		29,968		—			193,024
Long-term debt, net of current portion		600,000		1,154,848		194,384		—			1,949,232
Other long-term liabilities		—		83,125		37,496		—			120,621
Intercompany payables		88,810		116,137		176,722		(381,669	)		—
Deferred income taxes, long-term		—		262,256		26,698		—			288,954
Total liabilities		696,154		1,870,799		548,392		(381,669	)		2,733,676
Total stockholders’ equity		2,815,908		3,512,062		982,351		(4,494,413	)		2,815,908
Total liabilities and stockholders’ equity	$	3,512,062	$	5,382,861	$	1,530,743	$	(4,876,082	)	$	5,549,584

	December 31, 2017
	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
Cash and cash equivalents	$	—	$	21,191	$	42,866	$	—		$	64,057
Accounts receivable, net		—		173,997		69,903		—			243,900
Prepaid expenses and other current assets		—		19,770		18,972		—			38,742
Prepaid income taxes		—		6,366		5,800		—			12,166
Restricted cash		—		592		—		—			592
Net property, plant and equipment		—		60,774		40,182		—			100,956
Investment in subsidiaries		3,373,730		938,794		—		(4,312,524	)		—
Intercompany receivables		—		199,503		74,005		(273,508	)		—
Deferred income taxes, long-term		—		—		2,324		—			2,324
Goodwill, intangible and other assets, net		—		3,871,503		1,205,276		—			5,076,779
Total assets	$	3,373,730	$	5,292,490	$	1,459,328	$	(4,586,032	)	$	5,539,516
Current portion of long-term debt		—		12,626		25,237		—			37,863
Accounts payable		—		19,223		7,864		—			27,087
Accrued expenses		16,157		96,540		55,381		—			168,078
Income taxes payable		—		—		6,031		—			6,031
Deferred revenue		—		182,181		22,420		—			204,601
Long-term debt, net of current portion		600,000		1,197,576		209,756		—			2,007,332
Other long-term liabilities		—		82,239		36,440		—			118,679
Intercompany payables		71,185		74,005		128,318		(273,508	)		—
Deferred income taxes, long-term		—		254,370		29,087		—			283,457
Total liabilities		687,342		1,918,760		520,534		(273,508	)		2,853,128
Total stockholders’ equity		2,686,388		3,373,730		938,794		(4,312,524	)		2,686,388
Total liabilities and stockholders’ equity	$	3,373,730	$	5,292,490	$	1,459,328	$	(4,586,032	)	$	5,539,516

	For the Three Months Ended March 31, 2018
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Revenues	$	—		$	287,651		$	134,453		$	(175	)	$	421,929
Cost of revenues		—			149,678			80,077			(175	)		229,580
Gross profit		—			137,973			54,376			—			192,349
Operating expenses:
Selling and marketing		—			22,025			9,125			—			31,150
Research and development		—			27,289			11,630			—			38,919
General and administrative		—			26,690			8,743			—			35,433
Total operating expenses		—			76,004			29,498			—			105,502
Operating income		—			61,969			24,878			—			86,847
Interest expense, net		(8,813	)		(12,267	)		(4,274	)		—			(25,354	)
Other (expense) income, net		—			(18,846	)		19,284			—			438
Earnings from subsidiaries		60,063			33,480			—			(93,543	)		—
Income before income taxes		51,250			64,336			39,888			(93,543	)		61,931
Provision for income taxes		—			4,273			6,408			—			10,681
Net income	$	51,250		$	60,063		$	33,480		$	(93,543	)	$	51,250
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		5,217			5,217			7,386			(12,603	)		5,217
Comprehensive income	$	56,467		$	65,280		$	40,866		$	(106,146	)	$	56,467

	For the Three Months Ended March 31, 2017
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Revenues	$	—		$	286,034		$	122,100		$	(435	)	$	407,699
Cost of revenues		—			144,757			73,137			(435	)		217,459
Gross profit		—			141,277			48,963			—			190,240
Operating expenses:
Selling and marketing		—			22,625			7,617			—			30,242
Research and development		—			27,169			11,280			—			38,449
General and administrative		—			22,608			9,224			—			31,832
Total operating expenses		—			72,402			28,121			—			100,523
Operating income		—			68,875			20,842			—			89,717
Interest expense, net		(8,813	)		(15,004	)		(5,203	)		—			(29,020	)
Other (expense) income, net		—			(17,731	)		17,660			—			(71	)
Loss on extinguishment of debt		—			(1,743	)		(583	)		—			(2,326	)
Earnings from subsidiaries		56,960			28,629			—			(85,589	)		—
Income before income taxes		48,147			63,026			32,716			(85,589	)		58,300
Provision for income taxes		—			6,066			4,087			—			10,153
Net income	$	48,147		$	56,960		$	28,629		$	(85,589	)	$	48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		10,779			10,779			10,109			(20,888	)		10,779
Comprehensive income	$	58,926		$	67,739		$	38,738		$	(106,477	)	$	58,926

	For the Three Months Ended March 31, 2018
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Cash Flow from Operating Activities:
Net income	$	51,250		$	60,063		$	33,480		$	(93,543	)	$	51,250
Non-cash adjustments		—			48,163			16,184			—			64,347
Intercompany transactions		17,626			(22,927	)		5,301			—			—
Earnings from subsidiaries		(60,063	)		(33,480	)		—			93,543			—
Changes in operating assets and liabilities		(8,813	)		(22,644	)		(14,196	)		—			(45,653	)
Net cash provided by operating activities		—			29,175			40,769			—			69,944
Cash Flow from Investment Activities:
Additions to property and equipment		—			(4,173	)		(2,990	)		—			(7,163	)
Cash paid for business acquisitions, net of cash acquired		—			—			(191	)		—			(191	)
Additions to capitalized software		—			(2,689	)		(1,256	)		—			(3,945	)
Net cash used in investing activities		—			(6,862	)		(4,437	)		—			(11,299	)
Cash Flow from Financing Activities:
Cash received from debt borrowings		—			45,000			—			—			45,000
Repayments of debt		—			(90,250	)		(16,000	)		—			(106,250	)
Transactions involving Holding's common stock		—			12,457			—			—			12,457
Intercompany transactions		—			192			(192	)		—			—
Net cash used in financing activities		—			(32,601	)		(16,192	)		—			(48,793	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			119			—			119
Net increase (decrease) in cash, cash equivalents and restricted cash		—			(10,288	)		20,259			—			9,971
Cash, cash equivalents and restricted cash, beginning of period		—			21,783			42,866			—			64,649
Cash, cash equivalents and restricted cash, end of period	$	—		$	11,495		$	63,125		$	—		$	74,620

	For the Three Months Ended March 31, 2017
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Cash Flow from Operating Activities:
Net income	$	48,147		$	56,960		$	28,629		$	(85,589	)	$	48,147
Non-cash adjustments		—			51,401			16,907			—			68,308
Intercompany transactions		17,625			(12,791	)		(4,834	)		—			—
Earnings from subsidiaries		(56,960	)		(28,629	)		—			85,589			—
Changes in operating assets and liabilities		(8,812	)		(36,492	)		(13,263	)		—			(58,567	)
Net cash provided by operating activities		—			30,449			27,439			—			57,888
Cash Flow from Investment Activities:
Additions to property and equipment		—			(5,027	)		(963	)		—			(5,990	)
Cash paid for business acquisitions, net of cash acquired		—			1,802			3			—			1,805
Additions to capitalized software		—			(2,331	)		(946	)		—			(3,277	)
Net cash used in investing activities		—			(5,556	)		(1,906	)		—			(7,462	)
Cash Flow from Financing Activities:
Cash received from debt borrowings		—			45,000			—			—			45,000
Repayments of debt		—			(77,200	)		(28,000	)		—			(105,200	)
Transactions involving Holding's common stock		—			713			—			—			713
Fees paid for debt extinguishment		—			(943	)		(420	)		—			(1,363	)
Intercompany transactions		—			60			(60	)		—			—
Net cash used in financing activities		—			(32,370	)		(28,480	)		—			(60,850	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			1,663			—			1,663
Net decrease in cash, cash equivalents and restricted cash		—			(7,477	)		(1,284	)		—			(8,761	)
Cash, cash equivalents and restricted cash, beginning of period		—			35,511			84,163			—			119,674
Cash, cash equivalents and restricted cash, end of period	$	—		$	28,034		$	82,879		$	—		$	110,913

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events [Abstract]

Subsequent Events

Note 11—Subsequent Events

Equity offering.  In April 2018, the Company completed a public offering of its common stock.  The offering included 30,262,250 newly issued shares of common stock sold by the Company at an offering price to the public of $47.50 per share for which the Company received total net proceeds of approximately $1.4 billion.

Acquisition of DST Systems, Inc. On April 16, 2018, the Company purchased all of the outstanding stock of DST Systems, Inc. (“DST”) for approximately $5.0 billion in cash, plus the costs, fees, expenses and debt assumed in connection with the transaction. In connection with this acquisition, the Company entered into an amended and restated senior secured credit facility pursuant to which the Company borrowed an aggregate of approximately $7.4 billion (approximately $524.5 million of which was rolled over from the Company’s existing credit facility). A portion of these proceeds was used to repay the Company’s Senior Notes and the remaining amounts outstanding under the Company’s existing credit facility.  In addition, the amended and restated senior secured credit facility includes an undrawn revolving credit facility of $250.0 million.  DST is a global provider of specialized technology, strategic advisory and business operations outsourcing to the financial services and healthcare industries.  The net assets and results of operations of DST will be included in the Company’s consolidated financial statements from April 16, 2018.  The relevant business combination disclosures will be included in the Company’s consolidated financial statements once preliminary accounting has been completed.

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Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Recently Adopted Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-15, Classification of Certain Cash Receipts and Cash Payments. ASU 2016-15 addresses how certain cash receipts and cash payments are presented and classified in the statement of cash flows under Accounting Standards Codification (“ASC”) Topic 230, Statement of Cash Flow, and other Topics.  ASU 2016-15 is effective for the Company for its first quarter of fiscal 2018 and the guidance requires application using a retrospective method.  The impact of the Company’s adoption of ASU 2016-15 to the Company’s Condensed Consolidated Financial Statements was to reflect the presentation of debt prepayment or debt extinguishment costs as cash outflows from financing activities within the Company’s Condensed Consolidated Statement of Cash Flows.  The Company adopted ASU 2016-15, which did not have a material impact on the Company’s financial position, results of operations or cash flows.

In May 2014, the FASB issued ASU, Revenue from Contracts with Customers (Topic 606). ASC 606 supersedes the revenue recognition requirements in ASC 605 and 985 and requires entities to recognize revenue when control of the promised goods or services is transferred to customers at an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The Company adopted ASC 606 as of January 1, 2018 using the modified retrospective transition method.  See Note 2 for further details.

Recent Accounting Pronouncements Not Yet Effective

Recent Accounting Pronouncements Not Yet Effective

In June 2016, the FASB issued ASU 2016-13, Measurement of Credit Losses on Financial Instruments. ASU 2016-13 requires companies to measure credit losses utilizing a methodology that reflects expected credit losses and requires a consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company for its first quarter of fiscal 2020 and earlier adoption is permitted beginning in the first quarter of fiscal 2019. Application of the ASU is through a cumulative-effect adjustment to retained earnings as of the effective date.  The Company is currently evaluating the impact of the pending adoption of ASU 2016-13 on the Company’s Condensed Consolidated Financial Statements.  This ASU is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842). This ASU would require lessees to recognize the following for all leases (with the exception of short-term leases) at the commencement date; (i) a lease liability, which is a lessee’s obligation to make lease payments arising from a lease, measured on a discounted basis; and (ii) a right-of-use asset, which is an asset that represents the lessee’s right to use, or control the use of, a specified asset for the lease term. Lessor accounting is largely unchanged under the amendments of this ASU.Additional disclosures will be required to allow the user to assess the amount, timing and uncertainty of cash flows arising from leasing activities. A modified retrospective transition approach is required for leases existing at the time of adoption.  ASU 2016-02 is effective for the Company for its first quarter of fiscal 2019 and earlier adoption is permitted.  The impact of the Company’s adoption of ASU 2016-02 to the Company’s Condensed Consolidated Financial Statements will be to recognize the majority of the Company’s operating lease commitments as operating lease liabilities and right-of-use assets upon adoption, which will result in a material increase in the assets and liabilities recorded on the Company’s Condensed Consolidated Balance Sheet.  The Company is continuing its assessment, which may identify additional impacts this ASU will have on the Company’s Condensed Consolidated Financial Statements and related disclosures and internal controls over financial reporting.

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Revenues (Tables)

3 Months Ended

Mar. 31, 2018

Disaggregation of Revenues by Geography and Source

The following table disaggregates our revenues by geography (in thousands):

	Three Months Ended March 31,
	2018		2017 (1)
United States	$	302,703	$	296,836
United Kingdom		32,011		27,543
Asia-Pacific and Japan		28,988		26,449
Europe, excluding United Kingdom		27,808		24,876
Canada		18,318		20,628
Americas, excluding United States and Canada		12,101		11,367
Total	$	421,929	$	407,699

(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.

The following table disaggregates our revenues by source (in thousands):

	Three Months Ended March 31,
	2018		2017 (1)
Software-enabled services	$	294,803	$	276,452
Maintenance and term licenses		107,756		110,557
Perpetual licenses		4,400		2,828
Professional services		14,970		17,862
Total	$	421,929	$	407,699

(1) As noted above, prior period amounts have not been adjusted under the modified retrospective method.

ASU 2014-09 [Member]

Impact of Adoption of ASC 606 on Company's Condensed Consolidated Statement of Comprehensive Income

The impact of adoption of ASC 606 on the Company’s Condensed Consolidated Statement of Comprehensive Income was as follows (in thousands):

	For the Three Months Ended March 31, 2018
	As Reported		Balance without adoption of ASC 606		Effect of Change
Revenues:
License, maintenance and related	$	127,126	$	122,128	$	4,998
Operating expenses:
Selling and marketing	$	31,150	$	31,748	$	(598	)

Impact of Adoption of ASC 606 on Company's Condensed Consolidated Balance Sheet

The impact of adoption of ASC 606 on the Company’s Condensed Consolidated Balance Sheet was as follows (in thousands):

	As of March 31, 2018
	As Reported		Balance without adoption of ASC 606		Effect of Change
Assets:
Accounts receivable, net	$	264,076	$	265,272	$	(1,196	)
Contract asset (current)		11,942		-		11,942
Prepaid expenses and other current assets		35,559		31,943		3,616
Contract asset (non-current)		22,076		-		22,076
Liabilities:
Deferred revenue	$	193,024	$	230,504	$	(37,480	)
Other long-term liabilities		120,621		118,115		2,506

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Debt (Tables)

3 Months Ended

Mar. 31, 2018

Debt Disclosure [Abstract]

Component of Debt

At March 31, 2018 and December 31, 2017, debt consisted of the following (in thousands):

	March 31, 2018			December 31, 2017
Senior secured credit facilities, weighted-average interest rate of 4.05% and 3.75%, respectively	$	1,430,925		$	1,492,175
5.875% senior notes due 2023		600,000			600,000
Unamortized original issue discount and debt issuance costs		(44,355	)		(46,980	)
		1,986,570			2,045,195
Less current portion of long-term debt		37,338			37,863
Long-term debt	$	1,949,232		$	2,007,332

Schedule of Carrying Amounts and Fair Values of Financial Instruments

The carrying amounts and fair values of financial instruments are as follows (in thousands):

	March 31, 2018				December 31, 2017
	Carrying		Fair		Carrying		Fair
	Amount		Value		Amount		Value
Financial liabilities:
Senior secured credit facilities	$	1,430,925	$	1,436,911	$	1,492,175	$	1,500,761
5.875% senior notes due 2023		600,000		630,660		600,000		631,313

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Goodwill (Tables)

3 Months Ended

Mar. 31, 2018

Goodwill And Intangible Assets Disclosure [Abstract]

Summary of Change in Carrying Value of Goodwill

The change in carrying value of goodwill as of and for the three months ended March 31, 2018 is as follows (in thousands):

Balance at December 31, 2017	$	3,707,823
Adjustments to prior acquisitions		208
Effect of foreign currency translation		3,150
Balance at March 31, 2018	$	3,711,181

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Earnings per Share (Tables)

3 Months Ended

Mar. 31, 2018

Earnings Per Share [Abstract]

Computation of Basic and Diluted EPS

The following table sets forth the computation of basic and diluted EPS (in thousands, except per share amounts):

	For the Three Months Ended March 31,
	2018		2017
Net income	$	51,250	$	48,147
Shares:
Weighted average common shares outstanding — used in calculation of basic EPS		206,993		203,376
Weighted average common stock equivalents — options and restricted shares		10,663		6,328
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS		217,656		209,704
Earnings per share - Basic	$	0.25	$	0.24
Earnings per share - Diluted	$	0.24	$	0.23

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Equity and Stock-based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

Equity [Abstract]

Schedule of Stock-Based Compensation Expense Recognized

Total stock options, SARs, RSUs and RSAs. The amount of stock-based compensation expense recognized in the Company’s Condensed Consolidated Statements of Comprehensive Income for three months ended March 31, 2018 and 2017 was as follows (in thousands):

	For the Three Months Ended March 31,
Consolidated Statements of Comprehensive Income Classification	2018		2017
Cost of software-enabled services	$	3,544	$	2,729
Cost of license, maintenance and other related		1,094		1,106
Total cost of revenues		4,638		3,835
Selling and marketing		2,682		2,673
Research and development		2,083		1,987
General and administrative		3,299		2,405
Total operating expenses		8,064		7,065
Total stock-based compensation expense	$	12,702	$	10,900

Summary of Stock Option and SAR Activity

The following table summarizes stock option and SAR activity as of and for the three months ended March 31, 2018:

	Shares
Outstanding at December 31, 2017		31,339,515
Granted		347,500
Cancelled/forfeited		(218,882	)
Exercised		(1,413,744	)
Outstanding at March 31, 2018		30,054,389

Summary of RSU Activity

The following table summarizes RSU activity as of and for the three months ended March 31, 2018:

	Shares
Outstanding at December 31, 2017		183,076
Granted		24,923
Cancelled/forfeited		(556	)
Vested		(14,628	)
Outstanding at March 31, 2018		192,815

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Acquisitions (Tables)

3 Months Ended

Mar. 31, 2018

Business Combinations [Abstract]

Summary of Unaudited Pro Forma Information

The following unaudited pro forma condensed consolidated results of operations are provided for illustrative purposes only and assume that the acquisitions of CommonWealth Fund Services Ltd. and Modestspark occurred on January 1, 2016. This unaudited pro forma information (in thousands, except per share data) should not be relied upon as being indicative of the historical results that would have been obtained if the acquisitions had actually occurred on that date, nor of the results that may be obtained in the future.

	For the Three Months Ended March 31,
	2017
Revenues	$	411,045
Net income	$	50,482
Basic EPS	$	0.25
Diluted EPS	$	0.24
Basic weighted average number of common shares outstanding		203,376
Diluted weighted average number of common and common equivalent shares outstanding		209,704

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Supplemental Guarantor Financial Statements (Tables)

3 Months Ended

Mar. 31, 2018

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Schedule Of Condensed Consolidating Financial Information

The condensed consolidating financial information of the Company and its subsidiaries are as follows (in thousands):

	March 31, 2018
	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
Cash and cash equivalents	$	—	$	10,952	$	63,125	$	—		$	74,077
Accounts receivable, net		—		177,378		86,698		—			264,076
Contract asset		—		11,156		786		—			11,942
Prepaid expenses and other current assets		—		16,100		19,459		—			35,559
Restricted cash		—		543		—		—			543
Net property, plant and equipment		—		61,058		40,936		—			101,994
Investment in subsidiaries		3,512,062		982,351		—		(4,494,413	)		—
Intercompany receivables		—		265,532		116,137		(381,669	)		—
Deferred income taxes, long-term		—		—		2,041		—			2,041
Long-term contract asset		—		21,406		670		—			22,076
Goodwill, intangible and other assets, net		—		3,836,385		1,200,891		—			5,037,276
Total assets	$	3,512,062	$	5,382,861	$	1,530,743	$	(4,876,082	)	$	5,549,584
Current portion of long-term debt		—		12,199		25,139		—			37,338
Accounts payable		—		8,441		9,196		—			17,637
Accrued expenses		7,344		57,597		45,747		—			110,688
Income taxes payable		—		13,140		3,042		—			16,182
Deferred revenue		—		163,056		29,968		—			193,024
Long-term debt, net of current portion		600,000		1,154,848		194,384		—			1,949,232
Other long-term liabilities		—		83,125		37,496		—			120,621
Intercompany payables		88,810		116,137		176,722		(381,669	)		—
Deferred income taxes, long-term		—		262,256		26,698		—			288,954
Total liabilities		696,154		1,870,799		548,392		(381,669	)		2,733,676
Total stockholders’ equity		2,815,908		3,512,062		982,351		(4,494,413	)		2,815,908
Total liabilities and stockholders’ equity	$	3,512,062	$	5,382,861	$	1,530,743	$	(4,876,082	)	$	5,549,584

	December 31, 2017
	Parent		Guarantor Subsidiaries		Non-guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated
Cash and cash equivalents	$	—	$	21,191	$	42,866	$	—		$	64,057
Accounts receivable, net		—		173,997		69,903		—			243,900
Prepaid expenses and other current assets		—		19,770		18,972		—			38,742
Prepaid income taxes		—		6,366		5,800		—			12,166
Restricted cash		—		592		—		—			592
Net property, plant and equipment		—		60,774		40,182		—			100,956
Investment in subsidiaries		3,373,730		938,794		—		(4,312,524	)		—
Intercompany receivables		—		199,503		74,005		(273,508	)		—
Deferred income taxes, long-term		—		—		2,324		—			2,324
Goodwill, intangible and other assets, net		—		3,871,503		1,205,276		—			5,076,779
Total assets	$	3,373,730	$	5,292,490	$	1,459,328	$	(4,586,032	)	$	5,539,516
Current portion of long-term debt		—		12,626		25,237		—			37,863
Accounts payable		—		19,223		7,864		—			27,087
Accrued expenses		16,157		96,540		55,381		—			168,078
Income taxes payable		—		—		6,031		—			6,031
Deferred revenue		—		182,181		22,420		—			204,601
Long-term debt, net of current portion		600,000		1,197,576		209,756		—			2,007,332
Other long-term liabilities		—		82,239		36,440		—			118,679
Intercompany payables		71,185		74,005		128,318		(273,508	)		—
Deferred income taxes, long-term		—		254,370		29,087		—			283,457
Total liabilities		687,342		1,918,760		520,534		(273,508	)		2,853,128
Total stockholders’ equity		2,686,388		3,373,730		938,794		(4,312,524	)		2,686,388
Total liabilities and stockholders’ equity	$	3,373,730	$	5,292,490	$	1,459,328	$	(4,586,032	)	$	5,539,516

	For the Three Months Ended March 31, 2018
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Revenues	$	—		$	287,651		$	134,453		$	(175	)	$	421,929
Cost of revenues		—			149,678			80,077			(175	)		229,580
Gross profit		—			137,973			54,376			—			192,349
Operating expenses:
Selling and marketing		—			22,025			9,125			—			31,150
Research and development		—			27,289			11,630			—			38,919
General and administrative		—			26,690			8,743			—			35,433
Total operating expenses		—			76,004			29,498			—			105,502
Operating income		—			61,969			24,878			—			86,847
Interest expense, net		(8,813	)		(12,267	)		(4,274	)		—			(25,354	)
Other (expense) income, net		—			(18,846	)		19,284			—			438
Earnings from subsidiaries		60,063			33,480			—			(93,543	)		—
Income before income taxes		51,250			64,336			39,888			(93,543	)		61,931
Provision for income taxes		—			4,273			6,408			—			10,681
Net income	$	51,250		$	60,063		$	33,480		$	(93,543	)	$	51,250
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		5,217			5,217			7,386			(12,603	)		5,217
Comprehensive income	$	56,467		$	65,280		$	40,866		$	(106,146	)	$	56,467

	For the Three Months Ended March 31, 2017
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Revenues	$	—		$	286,034		$	122,100		$	(435	)	$	407,699
Cost of revenues		—			144,757			73,137			(435	)		217,459
Gross profit		—			141,277			48,963			—			190,240
Operating expenses:
Selling and marketing		—			22,625			7,617			—			30,242
Research and development		—			27,169			11,280			—			38,449
General and administrative		—			22,608			9,224			—			31,832
Total operating expenses		—			72,402			28,121			—			100,523
Operating income		—			68,875			20,842			—			89,717
Interest expense, net		(8,813	)		(15,004	)		(5,203	)		—			(29,020	)
Other (expense) income, net		—			(17,731	)		17,660			—			(71	)
Loss on extinguishment of debt		—			(1,743	)		(583	)		—			(2,326	)
Earnings from subsidiaries		56,960			28,629			—			(85,589	)		—
Income before income taxes		48,147			63,026			32,716			(85,589	)		58,300
Provision for income taxes		—			6,066			4,087			—			10,153
Net income	$	48,147		$	56,960		$	28,629		$	(85,589	)	$	48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment		10,779			10,779			10,109			(20,888	)		10,779
Comprehensive income	$	58,926		$	67,739		$	38,738		$	(106,477	)	$	58,926

	For the Three Months Ended March 31, 2018
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Cash Flow from Operating Activities:
Net income	$	51,250		$	60,063		$	33,480		$	(93,543	)	$	51,250
Non-cash adjustments		—			48,163			16,184			—			64,347
Intercompany transactions		17,626			(22,927	)		5,301			—			—
Earnings from subsidiaries		(60,063	)		(33,480	)		—			93,543			—
Changes in operating assets and liabilities		(8,813	)		(22,644	)		(14,196	)		—			(45,653	)
Net cash provided by operating activities		—			29,175			40,769			—			69,944
Cash Flow from Investment Activities:
Additions to property and equipment		—			(4,173	)		(2,990	)		—			(7,163	)
Cash paid for business acquisitions, net of cash acquired		—			—			(191	)		—			(191	)
Additions to capitalized software		—			(2,689	)		(1,256	)		—			(3,945	)
Net cash used in investing activities		—			(6,862	)		(4,437	)		—			(11,299	)
Cash Flow from Financing Activities:
Cash received from debt borrowings		—			45,000			—			—			45,000
Repayments of debt		—			(90,250	)		(16,000	)		—			(106,250	)
Transactions involving Holding's common stock		—			12,457			—			—			12,457
Intercompany transactions		—			192			(192	)		—			—
Net cash used in financing activities		—			(32,601	)		(16,192	)		—			(48,793	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			119			—			119
Net increase (decrease) in cash, cash equivalents and restricted cash		—			(10,288	)		20,259			—			9,971
Cash, cash equivalents and restricted cash, beginning of period		—			21,783			42,866			—			64,649
Cash, cash equivalents and restricted cash, end of period	$	—		$	11,495		$	63,125		$	—		$	74,620

	For the Three Months Ended March 31, 2017
	Parent			Guarantor Subsidiaries			Non-guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated
Cash Flow from Operating Activities:
Net income	$	48,147		$	56,960		$	28,629		$	(85,589	)	$	48,147
Non-cash adjustments		—			51,401			16,907			—			68,308
Intercompany transactions		17,625			(12,791	)		(4,834	)		—			—
Earnings from subsidiaries		(56,960	)		(28,629	)		—			85,589			—
Changes in operating assets and liabilities		(8,812	)		(36,492	)		(13,263	)		—			(58,567	)
Net cash provided by operating activities		—			30,449			27,439			—			57,888
Cash Flow from Investment Activities:
Additions to property and equipment		—			(5,027	)		(963	)		—			(5,990	)
Cash paid for business acquisitions, net of cash acquired		—			1,802			3			—			1,805
Additions to capitalized software		—			(2,331	)		(946	)		—			(3,277	)
Net cash used in investing activities		—			(5,556	)		(1,906	)		—			(7,462	)
Cash Flow from Financing Activities:
Cash received from debt borrowings		—			45,000			—			—			45,000
Repayments of debt		—			(77,200	)		(28,000	)		—			(105,200	)
Transactions involving Holding's common stock		—			713			—			—			713
Fees paid for debt extinguishment		—			(943	)		(420	)		—			(1,363	)
Intercompany transactions		—			60			(60	)		—			—
Net cash used in financing activities		—			(32,370	)		(28,480	)		—			(60,850	)
Effect of exchange rate changes on cash, cash equivalents and restricted cash		—			—			1,663			—			1,663
Net decrease in cash, cash equivalents and restricted cash		—			(7,477	)		(1,284	)		—			(8,761	)
Cash, cash equivalents and restricted cash, beginning of period		—			35,511			84,163			—			119,674
Cash, cash equivalents and restricted cash, end of period	$	—		$	28,034		$	82,879		$	—		$	110,913

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Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2018 Source
ASC 606 [Member]
Basis Of Presentation [Line Items]
Number of primary sources of revenues	2

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Revenues - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Jan. 01, 2018	Mar. 31, 2018	Dec. 31, 2017
Deferred Revenue Arrangement [Line Items]
Retained earnings		$ 851,495	$ 766,856
Maintenance contract term		1 year
Deferred revenue presented net within contract assets arised from contract		$ 29,300
Deferred revenue recognized		76,500
Revenue expected to be recognized from remaining performance obligations		266,300
Revenue expected to be recognized from remaining performance obligations in next twelve months		$ 174,100
Software-enabled Services [Member]
Deferred Revenue Arrangement [Line Items]
Notice period for cancelling contract		90 days
Minimum [Member] | Software-enabled Services [Member]
Deferred Revenue Arrangement [Line Items]
Revenue recognition period		1 year
Maximum [Member] | Software-enabled Services [Member]
Deferred Revenue Arrangement [Line Items]
Revenue recognition period		5 years
Effect of Change [Member] | ASU 2014-09 [Member]
Deferred Revenue Arrangement [Line Items]
Retained earnings	$ 65,800
Cumulative impact on retained earnings, net of tax	$ 47,900
Decrease in revenue		$ (11,800)

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Revenues - Impact of Adoption of ASC 606 on Company's Condensed Consolidated Statement of Comprehensive Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenues:
License, maintenance and related	$ 127,126	$ 131,247
Operating expenses:
Selling and marketing	31,150	$ 30,242
Balance Without Adoption of ASC 606 [Member] | ASU 2014-09 [Member]
Revenues:
License, maintenance and related	122,128
Operating expenses:
Selling and marketing	31,748
Effect of Change [Member] | ASU 2014-09 [Member]
Revenues:
License, maintenance and related	4,998
Operating expenses:
Selling and marketing	$ (598)

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Revenues - Impact of Adoption of ASC 606 on Company's Condensed Consolidated Balance Sheet (Details) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
ASSETS
Accounts receivable, net of allowance for doubtful accounts of $7,390 and $6,739, respectively	$ 264,076	$ 243,900
Contract asset (current)	11,942
Prepaid expenses and other current assets	35,559	38,742
Contract asset (non-current)	22,076
Liabilities:
Deferred revenue	193,024	204,601
Other long-term liabilities	120,621	$ 118,679
ASU 2014-09 [Member] | Balance Without Adoption of ASC 606 [Member]
ASSETS
Accounts receivable, net of allowance for doubtful accounts of $7,390 and $6,739, respectively	265,272
Prepaid expenses and other current assets	31,943
Liabilities:
Deferred revenue	230,504
Other long-term liabilities	118,115
ASU 2014-09 [Member] | Effect of Change [Member]
ASSETS
Accounts receivable, net of allowance for doubtful accounts of $7,390 and $6,739, respectively	(1,196)
Contract asset (current)	11,942
Prepaid expenses and other current assets	3,616
Contract asset (non-current)	22,076
Liabilities:
Deferred revenue	(37,480)
Other long-term liabilities	$ 2,506

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Revenues - Disaggregation of Revenues by Geography (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	$ 421,929	$ 407,699
United States [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	302,703	296,836
United Kingdom [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	32,011	27,543
Asia-Pacific and Japan [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	28,988	26,449
Europe, excluding United Kingdom [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	27,808	24,876
Canada [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	18,318	20,628
Americas, excluding United States and Canada [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	$ 12,101	$ 11,367

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Revenues - Disaggregation of Revenues by Source (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	$ 421,929	$ 407,699
Software-enabled Services [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	294,803	276,452
Maintenance and Term Licenses [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	107,756	110,557
Perpetual Licenses [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	4,400	2,828
Professional Services [Member]
Disaggregation Of Revenue [Line Items]
Disaggregation of revenue	$ 14,970	$ 17,862

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Debt - Component of Debt (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Unamortized original issue discount and debt issuance costs	$ (44,355)	$ (46,980)
Debt	1,986,570	2,045,195
Less current portion of long-term debt	37,338	37,863
Long-term debt	1,949,232	2,007,332
Secured Debt [Member] | Senior Secured Credit Facilities [Member]
Debt Instrument [Line Items]
Long-term debt gross	1,430,925	1,492,175
Senior Notes [Member] | 5.875% Senior Notes due 2023 [Member]
Debt Instrument [Line Items]
Long-term debt gross	$ 600,000	$ 600,000

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Debt - Component of Debt (Parenthetical) (Detail)		3 Months Ended
	Jul. 08, 2015	Mar. 31, 2018	Dec. 31, 2017
Secured Debt [Member] | Senior Secured Credit Facilities [Member]
Debt Instrument [Line Items]
Debt, weighted-average interest rate of credit facility		4.05%	3.75%
Senior Notes [Member] | 5.875% Senior Notes due 2023 [Member]
Debt Instrument [Line Items]
Debt, interest rate	5.875%	5.875%	5.875%
Debt, due date	2023	2023

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Debt - Schedule of Carrying Amounts and Fair Values of Financial Instruments (Detail) - USD ($) $ in Thousands	Mar. 31, 2018	Dec. 31, 2017
Senior Secured Credit Facilities [Member] | Carrying Amount [Member]
Financial liabilities:
Credit facility	$ 1,430,925	$ 1,492,175
Senior Secured Credit Facilities [Member] | Fair Value [Member]
Financial liabilities:
Credit facility	1,436,911	1,500,761
5.875% Senior Notes due 2023 [Member] | Carrying Amount [Member]
Financial liabilities:
Senior notes	600,000	600,000
5.875% Senior Notes due 2023 [Member] | Fair Value [Member]
Financial liabilities:
Credit facility	$ 630,660	$ 631,313

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Goodwill - Summary of Change in Carrying Value of Goodwill (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Goodwill And Intangible Assets Disclosure [Abstract]
Beginning balance	$ 3,707,823
Adjustments to prior acquisitions	208
Effect of foreign currency translation	3,150
Ending balance	$ 3,711,181

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Earnings per Share - Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Abstract]
Net income	$ 51,250	$ 48,147
Shares:
Weighted average common shares outstanding — used in calculation of basic EPS	206,993	203,376
Weighted average common stock equivalents — options and restricted shares	10,663	6,328
Weighted average common and common equivalent shares outstanding — used in calculation of diluted EPS	217,656	209,704
Earnings per share - Basic	$ 0.25	$ 0.24
Earnings per share - Diluted	$ 0.24	$ 0.23

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Earnings per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Earnings Per Share [Line Items]
Dividends paid on common stock	$ 14,504	$ 12,715
First Quarter Dividend [Member]
Earnings Per Share [Line Items]
Dividend record date	Mar. 01, 2018	Mar. 01, 2017
Dividend paid date	Mar. 15, 2018	Mar. 15, 2017
Quarterly cash dividend paid	$ 0.07	$ 0.0625
Stock Options [Member]
Earnings Per Share [Line Items]
Options to purchase shares outstanding	182,333	14,455,614

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Equity and Stock-based Compensation - Schedule of Stock-Based Compensation Expense Recognized (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 12,702	$ 10,900
Cost of Software-Enabled Services [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	3,544	2,729
Cost of License, Maintenance and Other Related [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	1,094	1,106
Total Cost of Revenues [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	4,638	3,835
Selling and Marketing [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	2,682	2,673
Research and Development [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	2,083	1,987
General and Administrative [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	3,299	2,405
Total Operating Expenses [Member]
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items]
Total stock-based compensation expense	$ 8,064	$ 7,065

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Equity and Stock-based Compensation - Summary of Stock Option and SAR Activity (Detail)	3 Months Ended
	Mar. 31, 2018 shares
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Number of Shares, Outstanding Opening	31,339,515
Granted	347,500
Cancelled/forfeited	(218,882)
Exercised	(1,413,744)
Number of Shares, Outstanding Closing	30,054,389

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Equity and Stock-based Compensation - Summary of RSU Activity (Detail)	3 Months Ended
	Mar. 31, 2018 shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Outstanding Opening	1,126
Number of Shares, Outstanding Closing	938
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of Shares, Outstanding Opening	183,076
Granted	24,923
Cancelled/forfeited	(556)
Vested	(14,628)
Number of Shares, Outstanding Closing	192,815

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Income Taxes - Additional Information (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Income Tax Disclosure [Abstract]
Effective tax rate	17.20%	17.40%
Domestic statutory tax rate	21.00%		35.00%

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Acquisitions - Summary of Unaudited Pro Forma Information (Detail) $ / shares in Units, shares in Thousands, $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) $ / shares shares
Business Combinations [Abstract]
Revenues | $	$ 411,045
Net income | $	$ 50,482
Basic EPS | $ / shares	$ 0.25
Diluted EPS | $ / shares	$ 0.24
Basic weighted average number of common shares outstanding | shares	203,376
Diluted weighted average number of common and common equivalent shares outstanding | shares	209,704

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Supplemental Guarantor Financial Statements - Additional Information (Detail) - USD ($)		3 Months Ended
	Jul. 08, 2015	Mar. 31, 2018	Dec. 31, 2017
Condensed Financial Statements Captions [Line Items]
Ownership in subsidiary percentage	100.00%
5.875% Senior Notes due 2023 [Member] | Senior Notes [Member]
Condensed Financial Statements Captions [Line Items]
Debt principal amount	$ 600,000,000
Debt, interest rate	5.875%	5.875%	5.875%
Debt, due date	2023	2023

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Supplemental Guarantor Financial Statements - Condensed Consolidating Financial Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Condensed Financial Statements Captions [Line Items]
Cash and cash equivalents	$ 74,077		$ 64,057
Accounts receivable, net	264,076		243,900
Contract asset	11,942
Prepaid expenses and other current assets	35,559		38,742
Prepaid income taxes			12,166
Restricted cash	543		592
Net property, plant and equipment	101,994		100,956
Deferred income taxes, long-term	2,041		2,324
Long-term contract asset	22,076
Goodwill, intangible and other assets, net	5,037,276		5,076,779
Total assets	5,549,584		5,539,516
Current portion of long-term debt	37,338		37,863
Accounts payable	17,637		27,087
Accrued expenses	110,688		168,078
Income taxes payable	16,182		6,031
Deferred revenue	193,024		204,601
Long-term debt, net of current portion	1,949,232		2,007,332
Other long-term liabilities	120,621		118,679
Deferred income taxes, long-term	288,954		283,457
Total liabilities	2,733,676		2,853,128
Total stockholders’ equity	2,815,908		2,686,388
Total liabilities and stockholders’ equity	5,549,584		5,539,516
Revenues	421,929	$ 407,699
Cost of revenues	229,580	217,459
Gross profit	192,349	190,240
Operating expenses:
Selling and marketing	31,150	30,242
Research and development	38,919	38,449
General and administrative	35,433	31,832
Total operating expenses	105,502	100,523
Operating income	86,847	89,717
Interest expense, net	(25,354)	(29,020)
Other (expense) income, net	438	(71)
Loss on extinguishment of debt		(2,326)
Income before income taxes	61,931	58,300
Provision for income taxes	10,681	10,153
Net income	51,250	48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment	5,217	10,779
Comprehensive income	56,467	58,926
Cash Flow from Operating Activities:
Net income	51,250	48,147
Non-cash adjustments	64,347	68,308
Changes in operating assets and liabilities	(45,653)	(58,567)
Net cash provided by operating activities	69,944	57,888
Cash Flow from Investment Activities:
Additions to property and equipment	(7,163)	(5,990)
Cash paid for business acquisitions, net of cash acquired	(191)	1,805
Additions to capitalized software	(3,945)	(3,277)
Net cash used in investing activities	(11,299)	(7,462)
Cash Flow from Financing Activities:
Cash received from debt borrowings	45,000	45,000
Repayments of debt	(106,250)	(105,200)
Transactions involving Holding's common stock	12,457	713
Fees paid for debt extinguishment		(1,363)
Net cash used in financing activities	(48,793)	(60,850)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	119	1,663
Net increase (decrease) in cash, cash equivalents and restricted cash	9,971	(8,761)
Cash, cash equivalents and restricted cash, beginning of period	64,649	119,674
Cash, cash equivalents and restricted cash, end of period	74,620	110,913
Parent Company [Member]
Condensed Financial Statements Captions [Line Items]
Investment in subsidiaries	3,512,062		3,373,730
Total assets	3,512,062		3,373,730
Accrued expenses	7,344		16,157
Long-term debt, net of current portion	600,000		600,000
Intercompany payables	88,810		71,185
Total liabilities	696,154		687,342
Total stockholders’ equity	2,815,908		2,686,388
Total liabilities and stockholders’ equity	3,512,062		3,373,730
Operating expenses:
Interest expense, net	(8,813)	(8,813)
Earnings from subsidiaries	60,063	56,960
Income before income taxes	51,250	48,147
Net income	51,250	48,147
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment	5,217	10,779
Comprehensive income	56,467	58,926
Cash Flow from Operating Activities:
Net income	51,250	48,147
Intercompany transactions	17,626	17,625
Earnings from subsidiaries	(60,063)	(56,960)
Changes in operating assets and liabilities	(8,813)	(8,812)
Guarantor Subsidiaries [Member]
Condensed Financial Statements Captions [Line Items]
Cash and cash equivalents	10,952		21,191
Accounts receivable, net	177,378		173,997
Contract asset	11,156
Prepaid expenses and other current assets	16,100		19,770
Prepaid income taxes			6,366
Restricted cash	543		592
Net property, plant and equipment	61,058		60,774
Investment in subsidiaries	982,351		938,794
Intercompany receivables	265,532		199,503
Long-term contract asset	21,406
Goodwill, intangible and other assets, net	3,836,385		3,871,503
Total assets	5,382,861		5,292,490
Current portion of long-term debt	12,199		12,626
Accounts payable	8,441		19,223
Accrued expenses	57,597		96,540
Income taxes payable	13,140
Deferred revenue	163,056		182,181
Long-term debt, net of current portion	1,154,848		1,197,576
Other long-term liabilities	83,125		82,239
Intercompany payables	116,137		74,005
Deferred income taxes, long-term	262,256		254,370
Total liabilities	1,870,799		1,918,760
Total stockholders’ equity	3,512,062		3,373,730
Total liabilities and stockholders’ equity	5,382,861		5,292,490
Revenues	287,651	286,034
Cost of revenues	149,678	144,757
Gross profit	137,973	141,277
Operating expenses:
Selling and marketing	22,025	22,625
Research and development	27,289	27,169
General and administrative	26,690	22,608
Total operating expenses	76,004	72,402
Operating income	61,969	68,875
Interest expense, net	(12,267)	(15,004)
Other (expense) income, net	(18,846)	(17,731)
Loss on extinguishment of debt		(1,743)
Earnings from subsidiaries	33,480	28,629
Income before income taxes	64,336	63,026
Provision for income taxes	4,273	6,066
Net income	60,063	56,960
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment	5,217	10,779
Comprehensive income	65,280	67,739
Cash Flow from Operating Activities:
Net income	60,063	56,960
Non-cash adjustments	48,163	51,401
Intercompany transactions	(22,927)	(12,791)
Earnings from subsidiaries	(33,480)	(28,629)
Changes in operating assets and liabilities	(22,644)	(36,492)
Net cash provided by operating activities	29,175	30,449
Cash Flow from Investment Activities:
Additions to property and equipment	(4,173)	(5,027)
Cash paid for business acquisitions, net of cash acquired		1,802
Additions to capitalized software	(2,689)	(2,331)
Net cash used in investing activities	(6,862)	(5,556)
Cash Flow from Financing Activities:
Cash received from debt borrowings	45,000	45,000
Repayments of debt	(90,250)	(77,200)
Transactions involving Holding's common stock	12,457	713
Fees paid for debt extinguishment		(943)
Intercompany transactions	192	60
Net cash used in financing activities	(32,601)	(32,370)
Net increase (decrease) in cash, cash equivalents and restricted cash	(10,288)	(7,477)
Cash, cash equivalents and restricted cash, beginning of period	21,783	35,511
Cash, cash equivalents and restricted cash, end of period	11,495	28,034
Non-guarantor Subsidiaries [Member]
Condensed Financial Statements Captions [Line Items]
Cash and cash equivalents	63,125		42,866
Accounts receivable, net	86,698		69,903
Contract asset	786
Prepaid expenses and other current assets	19,459		18,972
Prepaid income taxes			5,800
Net property, plant and equipment	40,936		40,182
Intercompany receivables	116,137		74,005
Deferred income taxes, long-term	2,041		2,324
Long-term contract asset	670
Goodwill, intangible and other assets, net	1,200,891		1,205,276
Total assets	1,530,743		1,459,328
Current portion of long-term debt	25,139		25,237
Accounts payable	9,196		7,864
Accrued expenses	45,747		55,381
Income taxes payable	3,042		6,031
Deferred revenue	29,968		22,420
Long-term debt, net of current portion	194,384		209,756
Other long-term liabilities	37,496		36,440
Intercompany payables	176,722		128,318
Deferred income taxes, long-term	26,698		29,087
Total liabilities	548,392		520,534
Total stockholders’ equity	982,351		938,794
Total liabilities and stockholders’ equity	1,530,743		1,459,328
Revenues	134,453	122,100
Cost of revenues	80,077	73,137
Gross profit	54,376	48,963
Operating expenses:
Selling and marketing	9,125	7,617
Research and development	11,630	11,280
General and administrative	8,743	9,224
Total operating expenses	29,498	28,121
Operating income	24,878	20,842
Interest expense, net	(4,274)	(5,203)
Other (expense) income, net	19,284	17,660
Loss on extinguishment of debt		(583)
Income before income taxes	39,888	32,716
Provision for income taxes	6,408	4,087
Net income	33,480	28,629
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment	7,386	10,109
Comprehensive income	40,866	38,738
Cash Flow from Operating Activities:
Net income	33,480	28,629
Non-cash adjustments	16,184	16,907
Intercompany transactions	5,301	(4,834)
Changes in operating assets and liabilities	(14,196)	(13,263)
Net cash provided by operating activities	40,769	27,439
Cash Flow from Investment Activities:
Additions to property and equipment	(2,990)	(963)
Cash paid for business acquisitions, net of cash acquired	(191)	3
Additions to capitalized software	(1,256)	(946)
Net cash used in investing activities	(4,437)	(1,906)
Cash Flow from Financing Activities:
Repayments of debt	(16,000)	(28,000)
Fees paid for debt extinguishment		(420)
Intercompany transactions	(192)	(60)
Net cash used in financing activities	(16,192)	(28,480)
Effect of exchange rate changes on cash, cash equivalents and restricted cash	119	1,663
Net increase (decrease) in cash, cash equivalents and restricted cash	20,259	(1,284)
Cash, cash equivalents and restricted cash, beginning of period	42,866	84,163
Cash, cash equivalents and restricted cash, end of period	63,125	82,879
Consolidation, Eliminations [Member]
Condensed Financial Statements Captions [Line Items]
Investment in subsidiaries	(4,494,413)		(4,312,524)
Intercompany receivables	(381,669)		(273,508)
Total assets	(4,876,082)		(4,586,032)
Intercompany payables	(381,669)		(273,508)
Total liabilities	(381,669)		(273,508)
Total stockholders’ equity	(4,494,413)		(4,312,524)
Total liabilities and stockholders’ equity	(4,876,082)		$ (4,586,032)
Revenues	(175)	(435)
Cost of revenues	(175)	(435)
Operating expenses:
Earnings from subsidiaries	(93,543)	(85,589)
Income before income taxes	(93,543)	(85,589)
Net income	(93,543)	(85,589)
Other comprehensive income, net of tax:
Foreign currency exchange translation adjustment	(12,603)	(20,888)
Comprehensive income	(106,146)	(106,477)
Cash Flow from Operating Activities:
Net income	(93,543)	(85,589)
Earnings from subsidiaries	$ 93,543	$ 85,589

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Subsequent Events - Additional Information (Detail) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Millions		1 Months Ended
	Apr. 16, 2018	Apr. 30, 2018
Subsequent Event [Line Items]
Common stock shares issued		30,262,250
Common stock offering price to public		$ 47.50
Proceeds from common stock issuance, net		$ 1,400.0
DST [Member]
Subsequent Event [Line Items]
Business acquisition, effective date of acquisition	Apr. 16, 2018
Purchase of outstanding stock of DST Systems, Inc. in cash, including assumption of debt, plus costs, fees and expenses	$ 5,000.0
Senior Secured Credit Facilities [Member] | DST [Member]
Subsequent Event [Line Items]
Amount borrowed in connection with acquisition	7,400.0
Amount rolled over from existing credit facility	524.5
Senior Secured Credit Facilities Revolving Portion [Member] | DST [Member]
Subsequent Event [Line Items]
Undrawn revolver	$ 250.0