SS&C TECHNOLOGIES INC - 10-K Annual Report

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002

OR

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

COMMISSION FILE NUMBER: 000-28430

SS&C TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)

DELAWARE 06-1169696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) identification No.)

80 LAMBERTON ROAD
WINDSOR, CT 06095
(Address of principal executive offices, including zip code)

860-298-4500
(Registrant's telephone number, including area code)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
NONE

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
COMMON STOCK, $.01 PAR VALUE PER SHARE

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

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

Indicate by check mark whether the registrant in an accelerated Filer (as
defined in Exchange Act Rule 12b-2). Yes [X] No [ ]

As of June 28, 2002, the aggregate market value of the Registrant's Common
Stock held by non-affiliates was approximately $88,345,000 based on the closing
sale price per share of $14.03 of the Registrant's Common Stock on the Nasdaq
National Market on such date.

As of March 20, 2003, 12,523,524 shares of the Registrant's Common Stock
were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Part III -- Portions of the Registrant's definitive proxy statement to be
issued in conjunction with the Registrant's annual meeting of stockholders to be
held on May 22, 2003.
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SS&C TECHNOLOGIES, INC.

YEAR 2002 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

1

FORWARD-LOOKING INFORMATION

This Annual Report contains forward-looking statements within the meaning
of Section 21E of the Securities Exchange Act of 1934, as amended, and Section
27A of the Securities Act of 1933, 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," and similar expressions are
intended to identify forward-looking statements. The factors discussed under the
caption "Certain Factors That May Affect Future Operating Results" in Item 7,
among others, could cause actual results to differ materially from those
indicated by forward-looking statements made herein and presented elsewhere by
management from time to time. The Company expressly disclaims any obligation to
update or alter its forward-looking statements, whether as a result of new
information, future events or otherwise.

AdvisorWare, DBC, HedgeWare, PortPro, SKYLINE, and TradePath are registered
trademarks; Altair, Analytics Express, Antares, CAMRA CAMRA D Class, Debt &
Derivatives, Finesse, Lightning, LMS, Mabel, PTS SKYLINE II, The Banc Mall and
Total Return are trademarks; and ASPplus SS&C Direct and Straight-Thru
Processing are service marks of the Company or one of its subsidiaries. All
other trademarks or trade names referred to in this Annual Report are the
property of their respective owners.

2

PART I

ITEM 1. BUSINESS

OVERVIEW

SS&C Technologies, Inc. ("SS&C" or the "Company") was organized as a
Connecticut corporation in March 1986 and reincorporated as a Delaware
corporation in April 1996. The Company is a leading provider of
client/server-based investment and financial management software, Application
Service Provider ("ASP") solutions and Business Process Outsourcing ("BPO")
solutions.

SS&C products and related services compete in seven vertical markets in the
institutional investment management marketplace:

1) Commercial lending;

2) Financial institutions;

3) Hedge funds and family offices;

4) Institutional asset management;

5) Insurance entities and pension funds;

6) Municipal finance; and

7) Real estate property management.

SS&C offers a full range of software products to help investment
professionals with their front-, middle-, and back-office needs. SS&C products
provide mission critical processing for information management, analysis,
trading, accounting, reporting, and compliance. SS&C clients use SS&C products
to manage in the aggregate over $4 trillion in assets.

For financial information relating to SS&C's business, including geographic
information, please see SS&C's consolidated financial statements, including the
notes thereto.

INDUSTRY BACKGROUND

The institutional investment management marketplace is broad and complex.
SS&C classifies institutional investment marketplace into the seven vertical
markets described above. Each vertical market operates in an environment
characterized by:

- Changing market conditions;

- Globalization requiring around-the-clock solutions, service and support;

- Increasing regulatory requirements and oversight;

- Asset and security products proliferating in both number and complexity;

- Increasing trading and monetary transaction volumes coupled with shorter
settlement cycles;

- Evolving technology; and

- Fierce competition.

COMPANY STRATEGY

The Company's strategy is to be a leading application software products and
services provider to the global institutional investment marketplace, delivering
superior product functionality with enabling technologies that can be deployed
globally and integrated via the Internet, and available on a license, outsource,
ASP, or "blended" solution basis.

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COMPETITIVE ADVANTAGES

SS&C maintains a competitive position in each of the vertical markets it
serves. SS&C's suite of products gives it a significant market presence within
each vertical market and the capacity to cross vertical markets.

SS&C provides solutions to clients through a number of delivery options for
SS&C's products and services, including: license, outsource, ASP, or a "blended"
solutions that allow clients to take advantage of SS&C's technology in the
manner best suited to their individual needs. All of SS&C's products support
connectivity, Internet delivery, and global timeframes.

SS&C was one of the earliest pioneers of "Straight-Thru
Processing" -- providing integration of front-end trading and
modeling -- straight through to portfolio management, compliance, and
reporting -- to back-office processing, clearing, and accounting. SS&C continues
to incorporate this concept into its products.

Maintaining and marketing SS&C's developed and acquired systems requires
not only robust technology, but also highly specialized knowledge and expertise.
SS&C has a significant numbers of employees who are "subject matter experts".
SS&C believes its continual pursuit of such expertise distinguishes it from
other technology vendors in the vertical markets we serve.

SS&C is strategically positioned in the global institutional investment
marketplace, with a presence in North America, Europe and Asia Pacific.

PRODUCTS AND SERVICES

SS&C offers a family of application software products and services designed
to address the requirements of professionals in the financial services industry,
and provide the tools that meet the day-to-day processing needs of a broad range
of users within financial organizations.

The following chart summarizes SS&C's principal products and services,
typical users, and the vertical markets each product serves:

PORTFOLIO MANAGEMENT/ACCOUNTING

SS&C's products and services for portfolio management span most of its
vertical markets and offer its clients a wide range of investment management
solutions.

AdvisorWare

AdvisorWare software supports investment firms with sophisticated global
investment, trading and management concerns, and/or complex financial, tax,
partnership, and allocation reporting requirements. It delivers comprehensive
multi-currency investment management, financial, contact management and
partnership accounting in a straight-through processing environment.

Altair; Mabel

Altair software is a portfolio management system designed for companies
that are looking for a solution that meets Benelux market requirements, and want
client server architecture with SQL support. Altair is targeted to European
asset managers, stockbrokers, custodians, banks, pension funds, and insurance
companies, and supports a full range of financial instruments, including:
stocks, bonds, private loans, warrants, rights, convertibles, options, futures,
interest rate swaps, real estate, currency swaps, term deposits, floating loans,
and mortgages. Mabel is a portfolio management system offered by SS&C for
smaller-sized companies who are looking for a solution that meets Benelux market
requirements and require a range of functionality but do not need client server
architecture with SQL support. Mabel is targeted to the same types of clients as
Altair and supports the same financial investments.

CAMRA

CAMRA (Complete Asset Management, Reporting and Accounting) software
supports the integrated management of asset portfolios by investment
professionals operating across a wide range of institutional

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investment entities. CAMRA is a 32-bit, multi-user, integrated solution tailored
to support the entire portfolio management function, and includes features to
execute, account for, and report on all typical securities transactions.

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

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

Debt & Derivatives

Debt & Derivatives is a comprehensive financial application software
package designed to process and analyze all activities related to derivative and
debt portfolios, from pricing, valuation and risk analysis, straight through to
derivative processing, accounting, management reporting and regulatory
reporting. Debt & Derivatives supports the following derivative instruments:
swaps, caps/floors/collars, Forward Rate Agreements, debt, short-term discounted
debt, futures, options, F/X spot and forwards, bond forwards, equity swaps and
equity options. Debt & Derivatives is designed to deliver real-time transaction
processing to treasury and investment professionals, including traders,
operations staff, accountants, and auditors.

Lightning

Lightning is a comprehensive ASP solution supporting the front-, middle-,
and back-office processing needs of commercial banks and broker dealers of all
sizes and complexity. Lightning fully automates the trading, sales, funding,
accounting, risk analysis, asset/liability management, portfolio management, and
safekeeping processes. Lightning provides comprehensive regulatory reporting and
books and records maintenance for various regulatory regimes.

PortPro

PortPro is a suite of Internet-based information tools available on an ASP
basis and designed to help financial institutions effectively measure, analyze,
and manage balance sheets and investment portfolios. It includes:

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

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

- PortPro PALMS(TM) (Portfolio Asset Liability Management
System) -- Manages and analyzes a financial institution's balance sheet.

SS&C Direct

SS&C provides comprehensive ASP/BPO services through its SS&C Direct
operating unit for portfolio accounting, reporting, and analysis functions. SS&C
Direct's ASPplus service includes: hosting of the Company's application
software; automated workflow integration; automated quality control mechanisms;
and extensive interface and connectivity services to custodian banks, data
service providers, depositories, and other external entities. SS&C Direct's
Outsourced Investment Accounting Services option includes comprehensive
investment accounting and investment operations services for sophisticated,
global organizations.

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Total Return

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

TRADING

SS&C's comprehensive trading systems offer a wide range of trade order
management solutions that support both buy-side and sell-side trading.
Automated, real-time trading is available to clients on a license or ASP basis.

Antares

Antares is a comprehensive, real-time, event-driven trading and profit and
loss reporting system designed to integrate trade modeling with trade order
management. Antares enables clients to trade and report on fixed-income,
equities, foreign exchange, futures, options, repos, and many other instruments
across different asset classes.

TradeDesk

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

FINANCIAL MODELING

SS&C offers several powerful analytical software and financial modeling
applications for the insurance industry. With the acquisition of the DBC
business of The Thomson Corporation in November 2002, the Company now provides
standard-setting analytical software and services to the municipal finance
marketplace.

AnalyticsExpress

AnalyticsExpress is a reporting and data visualization tool that translates
actuarial analysis into meaningful management information. AnalyticsExpress
brings flexibility to the reporting process, and allows clients to analyze and
present output at any level of detail, create high-level reports and charts, or
separate management information into a multitude of detailed reports.

Finesse

Finesse is a financial simulation tool for the property/casualty insurance
industry that uses the principles of dynamic financial analysis. Designed to
generate iterative computer-simulated scenarios, Finesse helps clients model
operating results, gauge the effects of reinsurance, validate pricing, value
business transactions such as mergers and acquisitions, measure the impact of
new products, predict cash flows, analyze the impact of investment decisions,
and improve the overall strategic planning process.

PTS

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

DBC Product Suite

SS&C entered the municipal finance market with the acquisition of DBC in
November 2002. SS&C's DBC operation is a leading provider of analytical software
and services to the municipal finance community. The comprehensive suite of DBC
products addresses a broad spectrum of municipal finance concerns,

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including general bond structures, revenue bonds, housing bonds, student loans,
FHA-insured revenue bonds, securitizations, and delivers solutions for debt
structuring, cash flow modeling, and database management. The products are used
by underwriters, investment banks, municipal issuers, and financial advisors for
structuring new issues, securitizations, strategic planning and asset/liability
management.

LENDING AND LEASING

SS&C products that support lending and leasing activities are LMS and The
Banc Mall.

LMS

LMS is a comprehensive loan management system for the commercial loan
industry. LMS supports the straight through processing needs of commercial
originators, lenders and servicers, including loan request pre-qualification,
application and commitment processing, servicing, accounting and loan
disposition.

The BANC Mall

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

PROPERTY MANAGEMENT

SS&C's product that supports property management is Skyline II.

SKYLINE II

SKYLINE II is a comprehensive property management system that simplifies
property management by providing a single-source view of all real estate
holdings. SKYLINE II functions as an integrated lease administration system, a
historical property/portfolio knowledge base, and a robust accounting and
financial reporting system, enabling users to track each property managed,
including data on specific units and tenants.

PRODUCT DELIVERY OPTIONS

SS&C products are available via license, outsource, ASP, or "blended"
solutions. Clients looking to outsource investment accounting operations, or
needing a blended solution, work with SS&C Direct.

Several of the Company's product offerings are available via ASP only:
Lightning, PortPro, TradeDesk, TradePath, and The BANC Mall. These products were
developed to enable smaller institutions, such as community banks and credit
unions, to access sophisticated functionality that previously had been available
only to larger institutions.

PROFESSIONAL SERVICES

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

PRODUCT SUPPORT

The Company believes a close and active service and support relationship is
important to enhancing client satisfaction and furnishes an important source of
information regarding evolving client issues. The Company

8

provides each of its significant clients with a dedicated client support team
whose primary responsibility is to resolve questions and concerns. Direct
telephone support is provided during extended business hours, and additional
hours are available during peak periods. In 2002, the Company launched the
Solution Center, a web site that serves as an exclusive on-line community for
clients, where clients can find answers to product questions, exchange
information, share best practices and comment on business issues. The Company's
service and support activities are supplemented by comprehensive training.
Training options include both web-based training and classroom instruction.

Clients are supplied with the latest product information via the Internet,
electronic bulletin boards, and other forms of electronic data distribution. The
Company periodically makes maintenance releases of licensed software available
to its clients, as well as regulatory updates (generally during the fourth
quarter), to meet industry reporting obligations and other processing
requirements.

CLIENTS

SS&C has a global client base of institutional investment enterprises and
other organizations that require a full range of information management and
analysis, accounting, actuarial, reporting, and compliance software on a timely
and flexible basis. SS&C has more than 4,000 clients worldwide that include
financial institutions, hedge funds, funds of funds and family offices,
institutional asset managers, insurance companies and pension funds, municipal
finance professionals, and real estate lenders and asset managers.

SALES AND MARKETING

SS&C believes a direct sales organization is essential to the successful
implementation of its business strategy, given the complexity and importance of
the operations and information the Company's products are designed to manage,
the extensive regulatory and reporting requirements of each industry, and the
unique dynamics of each vertical market. SS&C's dedicated direct sales and
support staff continually undergoes extensive product and sales training, and is
situated in the Company's various sales offices worldwide. The Company also uses
telemarketing to support sales of its real estate equity products and works
through alliance partners who sell the Company's ASP service to their
correspondent banking customers in the financial institutions market.

The Company's marketing personnel are responsible for identifying market
trends, evaluating and developing marketing opportunities and providing sales
support. The Company's marketing activities include generation of client leads,
targeted direct electronic marketing campaigns, Internet marketing, bi-weekly
e-briefings targeted at clients and prospects in each of the Company's vertical
markets, seminars, advertising, trade shows, conferences, and public relations
efforts. The marketing department also supports the sales force with appropriate
documentation or electronic materials for use during the sales process.

PRODUCT DEVELOPMENT AND ENGINEERING

SS&C believes it must introduce new products and offer product innovation
on a regular basis to maintain its competitive advantage. To meet these goals,
SS&C uses multidisciplinary teams of highly trained personnel and leverages this
expertise across all product lines. SS&C has invested heavily in developing a
comprehensive product analysis process to insure a high degree of product
functionality and quality. Maintaining and improving the integrity and quality
of existing products is the responsibility of individual product managers.
Product engineering management efforts focus on enterprise-wide strategies,
implementing best-practice technology regimens, maximizing resources, and
mapping out an integration plan for the entire SS&C umbrella of products as well
as third party products. SS&C research and development expenses for the years
ended December 31, 2002, 2001, and 2000 were $11,760,000, $11,291,000 and
$14,239,000, respectively.

The Company's research and development engineers work closely with its
marketing and support personnel to assure that product evolution reflects
developments in the marketplace and trends in client requirements. Historically,
the Company has issued a major functional release of its core products during
the second or third quarter of each fiscal year, including functional
enhancements, as well as an annual fourth quarter release to reflect evolving
regulatory changes in time to meet clients' year-end reporting requirements.
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COMPETITION

The market for financial services software is competitive, rapidly
evolving, and highly sensitive to new product introductions and marketing
efforts by industry participants. The market is also highly fragmented and
served by numerous firms that only target local markets or specific customer
types. Much of SS&C's competition stems from information systems or timesharing
services developed and serviced internally by the MIS departments of financial
services firms. The major competitors SS&C faces in its primary markets include:

- Commercial lending: McCracken (subsidiary of GMAC), Midland Loan Services
(subsidiary of PNC Financial Services), Princeton Financial Systems
(subsidiary of State Street Bank), and Synergy Software.

- Financial institutions: ADP, SunGard, Thomson Financial, and TPG.

- Hedge funds and family offices: Advent Software, EZ Castle, Globe Ops and
IMS.

- Institutional asset management: Bloomberg, Charles River, Eagle
Investment Systems (subsidiary of Mellon Financial Company), FMC,
McGregor, and Thomson Financial.

- Insurance entities and pension funds: Princeton Financial Systems
(subsidiary of State Street Bank), Bloomberg, Charles River, Classic
Solutions/Tillinghast, DFA Capital Management, and SunGard.

- Municipal finance: Ferrand Jordan and Prescient Software.

- Real estate property management: MRI (subsidiary of Intuit), Timberline,
and Yardi.

SS&C believes the principal competitive factors in its industry include
consistent product performance, broad functionality, ease of use, scalability,
integration capabilities, product and company reputation, client service and
support, and price.

PROPRIETARY RIGHTS

The Company primarily relies on a combination of copyright, trademark, and
trade secret laws and license agreements to establish and protect proprietary
rights of its products. The source code for the Company's products is protected
under both trade secret and copyright laws. The Company generally enters into
confidentiality and/or license agreements with its employees, distributors,
clients, and potential clients and limits access to, and distribution of, its
software, documentation, and other proprietary information. Despite these
precautions, it may be possible for a third party to copy or otherwise obtain
and use the Company's products or technology without authorization or to develop
similar technology independently. In addition, effective copyright and trade
secret protection may be unavailable or limited in certain foreign countries.

The software development industry is characterized by rapid technological
change. The Company believes factors such as the technological and creative
skills of its personnel, new product developments, frequent product
enhancements, name recognition, and reliable service and support are more
important to establishing and maintaining a leadership position than legal
protections of its technology.

EMPLOYEES

As of December 31, 2002, the Company had 319 full-time employees,
consisting of 93 employees in research and development, 89 employees in
consulting and services, 45 employees in sales and marketing, 58 employees in
client support, and 34 employees in finance and administration. Of the total, 45
employees were in the Company's international operations. None of the Company's
employees is covered by any collective bargaining agreement. In the opinion of
management, the Company has a good relationship with its employees.

10

AVAILABLE INFORMATION

SS&C's Internet address is www.ssctech.com. The contents of SS&C's website
are not part of this Annual Report on Form 10-K, and its Internet address is
included in this document as an inactive textual reference only. SS&C makes its
Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on
Form 8-K and all amendments to those reports available free of charge through
its website as soon as reasonably practicable after it files such reports with,
or furnishes such reports to, the Securities and Exchange Commission.

ITEM 2. PROPERTIES

The Company leases its corporate offices, which consist of 73,000 square
feet of office space located in Windsor, Connecticut. The initial lease term
expires in 2008, and the Company has the right to extend the lease for one
additional term of five years. In support of direct sales and support
operations, the Company utilizes facilities and offices in seven locations in
the United States and also has offices in London, England; Amsterdam,
Netherlands; Kuala Lumpur, Malaysia; Singapore; and Tokyo, Japan.

ITEM 3. LEGAL PROCEEDINGS

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

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The Company did not submit any matters to a vote of security holders during
the fourth quarter of the fiscal year covered by this Annual Report.

EXECUTIVE OFFICERS OF THE REGISTRANT

The executive officers of the Company are as follows:

William C. Stone founded the Company in 1986 and has served as Chairman of
the Board of Directors and Chief Executive Officer since the Company's
inception. He also has served as the Company's President from inception through
April 1997 and since March 1999. Prior to founding the Company, Mr. Stone
directed the financial services consulting practice of KPMG LLP in Hartford,
Connecticut and was Vice President of Administration and Special Investment
Services at Advest, Inc.

Normand A. Boulanger has served as the Executive Vice President and Chief
Operating Officer of the Company since October 2001. Prior to that, Mr.
Boulanger served the Company as Senior Vice President, SS&C Direct from March
2000 to September 2001, Vice President, SS&C Direct from April 1999 to February
2000, Vice President of Professional Services for the Americas, from July 1996
to April 1999, and Director of Consulting from March 1994 to July 1996. Prior to
joining the Company, Mr. Boulanger served as

11

Director of Investment Operations for The Travelers, now a Citigroup
organization, from September 1986 to March 1994.

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

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

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock has been trading on the Nasdaq National Market
under the symbol "SSNC" since the Company's initial public offering of Common
Stock on May 31, 1996. The following table sets forth, for the fiscal periods
indicated, the high and low sales prices per share of Common Stock as reported
on the Nasdaq National Market:

There were 61 stockholders of record of the Company's Common Stock as of
March 20, 2003. The number of stockholders of record may not be representative
of the number of beneficial owners because many shares are held by depositories,
brokers or other nominees.

On March 29, 2002, the Company granted Conseco, Inc., a customer of the
Company, a warrant (the "Warrant") to purchase 60,000 shares of the Company's
Common Stock in consideration of the business relationship between the Company
and Conseco, Inc. The Warrant is exercisable in whole or in part (but no
individual exercise may be for fewer than 5,000 shares) at any time up to March
29, 2007 at an exercise price of $7.00 per share. No underwriters were involved
in the offer and sale of the Warrant. Such offer and sale was made in reliance
upon an exemption from registration provisions of the Securities Act of 1933 set
forth in section 4(2) thereof relative to sales by an issuer not involving any
public offering.

The Company has never declared or paid any cash dividends on its capital
stock. The Company currently intends to retain future earnings, if any, to
support its growth strategy and does not anticipate paying cash dividends in the
foreseeable future. Payment of future dividends, if any, will be at the
discretion of the Company's Board of Directors after taking into account various
factors, including the Company's financial condition, operating results, current
and anticipated cash needs, and plans for expansion.

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ITEM 6. SELECTED FINANCIAL DATA

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(1) On January 15, 2002, the Company acquired the assets and business of
Real-Time USA, Inc. On November 15, 2002, the Company acquired the assets
and business of DBC, a business within the Thomson Corporation. See Notes 2
and 12 of Notes to the Company's Consolidated Financial Statements.

(2) On November 15, 2001, the Company acquired Digital Visions, a division of
Netzee Inc. See Notes 2 and 12 of Notes to the Company's Consolidated
Financial Statements.

(3) On March 11, 1999, the Company acquired all of the outstanding stock of
HedgeWare, Inc. in a business combination accounted for as a
pooling-of-interests. Accordingly, the selected financial data for all
periods prior to the combination have been restated to reflect the combined
operations.

(4) On March 20, 1998, the Company purchased substantially all of the assets of
Quantra Corporation. On April 9, 1998, the Company acquired all of the
outstanding stock of Savid International Inc. and The Savid Group.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are summarized in Note 2 to
its consolidated financial statements. However, certain of the Company's
accounting policies require the application of significant judgment by its
management, and such judgments are reflected in the amounts reported in its
consolidated financial statements. In applying these policies, the Company's
management uses its judgment to determine the appropriate assumptions to be used
in the determination of estimates. Those estimates are based on the Company's
historical experience, terms of existing contracts, management's observation of
trends in the industry, information provided by its clients, and information
available from other outside sources, as appropriate. Actual results may differ
significantly from the estimates contained in the Company's consolidated
financial statements. The Company's significant accounting policies include:

Revenue Recognition. The Company's revenues consist primarily of software
license revenues, maintenance revenues, and professional and outsourcing
services revenues.

13

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

The Company uses a signed license agreement as evidence of an arrangement
for the majority of its transactions. Certain products are sold with a
shrink-wrapped license and under those arrangements. Delivery occurs when the
product is delivered to a common carrier F.O.B. shipping point. The arrangements
generally do not have acceptance provisions, if they are included in the
arrangement, then delivery occurs at acceptance. At the time of the transaction,
the Company assesses whether the fee is fixed and determinable based on the
payment terms. Collection is assessed based on several factors, including past
transaction history with the customer and the credit-worthiness of the customer.
The arrangements for software licenses are sold with maintenance and generally
with professional services. The Company allocates revenue to the delivered
components, normally the license component, using the residual value method
based on objective evidence of the fair value of the undelivered elements. The
total contract value is attributed first to the maintenance and support
arrangement based on the fair value, equal to its stated list price as a fixed
percentage of the software price. Fair value of the professional services is
based on upon separate sales of those services. Professional services are
generally billed at an hourly rate plus travel related expenses. Professional
services revenue is recognized as the services are performed. Maintenance
revenue is recognized ratable over the term of the contract. Outsourcing
services revenues, which are based on a monthly fee or transaction based are
recognized as the services are performed. The Company occasionally enters into
software license agreements requiring significant customization. The Company
accounts for these agreements on the percentage-of-completion method based on
the ratio of hours incurred to expected total hours; accordingly the Company
must estimate the costs to complete the agreement utilizing an estimate of
development man-hours remaining. Due to uncertainties inherent in the estimation
process, it is at least reasonably possible that completion costs may be
revised. Such revisions are recognized in the period in which the revisions are
determined. Due to the complexity of some software license agreements, the
Company routinely applies judgments to the application of software recognition
accounting principles to specific agreements and transactions. Different
judgments and/or different contract structures could have led to different
accounting conclusions, which could have a material effect on the Company's
reported quarterly results of operations.

Allowance for Doubtful Accounts. The preparation of financial statements
requires the Company's management to make estimates relating to the
collectibility of its accounts receivable. Management establishes the allowance
for doubtful accounts based on historical bad debt experience. In addition,
management analyzes customer accounts, client concentrations, client
credit-worthiness, current economic trends, and changes in the Company's client
payment terms when evaluating the adequacy of the allowance for doubtful
accounts. Such estimates require significant judgment on the part of the
Company's management. Therefore, changes in the assumptions underlying the
Company's estimates or changes in the financial condition of the Company's
customers could result in a different required allowance, which could have a
material impact on the Company's reported results of operations.

Long-lived Assets, Intangible Assets and Goodwill. The Company adopted
Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and
Other Intangible Assets" in the first fiscal quarter of 2002. SFAS 142
supercedes Accounting Principles Board Opinion No. 17 "Intangible Assets" and
discontinues the amortization of goodwill. SFAS 142 primarily addresses the
accounting for goodwill and intangible assets subsequent to their initial
recognition. The provisions of SFAS 142 (1) prohibit the amortization of
goodwill and indefinite-lived intangible assets, (2) require that goodwill and
indefinite-lived intangibles assets be tested annually for impairment (and in
interim periods if certain events occur indicating that the carrying value of
goodwill and/or indefinite-lived intangible assets may be impaired), (3) require
that reporting units be identified for the purpose of assessing potential future
impairments of goodwill, and (4) remove the forty-year limitation on the
amortization period of intangible assets that have finite lives.

14

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

- Significant underperformance relative to expected historical or projected
future operating results;

- Significant changes in the manner of our use of the acquired assets or
the strategy for our overall business; and

- Significant negative industry or economic trends.

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

Acquisition Accounting. In January 2002, the Company acquired Real-Time
USA, Inc. for total consideration of $3.9 million, net of cash acquired, which
was allocated to net tangible assets acquired of $0.5 million, completed
technology of $1.7 million and in-process R&D of $1.7 million. In November 2002,
we acquired DBC for total consideration of $4.6 million, which was allocated to
net liabilities acquired of $0.7 million, completed technology of $2.9 million
and goodwill of $2.4 million.

The fair value of the completed technology was determined based on the
discounted estimated future cash flows from the sale of the completed
technology. Actual results during the year ended December 31, 2002 were
consistent with our estimated cash flows. We estimated that the useful life of
the acquired technology would be five years. Significant judgments and estimates
are involved in determining the fair market value of assets acquired and their
useful lives. Different assumptions could yield materially different results.

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

Marketable Securities. The Company classifies its entire investment
portfolio, consisting of debt securities issued by federal government agencies,
debt securities issued by state and local governments of the United States, debt
securities issued by corporations and equities, as available for sale
securities. Carrying amounts approximate fair value, as estimated based on
market prices and any unrealized gain or loss is recognized in stockholder's
equity. Statement of Financial Accounting Standards No. 115, "Accounting for
Certain Investments in Debt and Equity Securities", and Securities and Exchange
Commission Staff Accounting Bulletin (SAB) 59, "Accounting for Noncurrent
Marketable Equity Securities", provide guidance on determining when an
investment is other than temporarily impaired. In making this judgment, the
Company's management evaluates, among other factors, the duration and extent to
which the fair value of the investment is less than its cost and the financial
health of and the business outlook for the investee, including factors in the
industry and financing cash flows. If management's assessments are incorrect,
the Company's working capital could be adversely affected.

OVERVIEW OF 2002

In 2002, the Company accomplished three primary objectives: to enter new
markets and expand its presence in current markets, to increase recurring
revenues as a percentage of total revenues and to enhance profitability. Through
two acquisitions in 2002, the Company expanded its presence in the financial
institutions

15

market and entered the municipal finance market. In January 2002, the Company
acquired Real-Time USA, Inc., a provider of front-, middle- and back-office
applications via ASP or license to commercial banks and broker dealers
throughout the United States. This acquisition, combined with the Digital
Visions acquisition in 2001, provided immediate opportunities with "Lightning,"
a capital markets fixed-income trading, analytics, and portfolio management
system. In November 2002, the Company acquired DBC, a leading provider of
financial software for fixed income analysis in the municipal finance market.

The Company considers recurring revenues to include maintenance and
outsourcing revenues. Over the last several years, much of the Company's efforts
to increase recurring revenues have focused on building its outsourcing and ASP
businesses. This model not only supports client straight-through-processing
initiatives, but also enables the Company to increase recurring revenues. In
2002, recurring revenues represented 64.8% of total revenues, as compared with
58.7% in 2001 and 51.9% in 2000. Also during 2002, the Company continued to
follow through on efforts initiated in 2000 to reduce expenses. Excluding the
IPR&D expense of $1.7 million in 2002, the Company reduced expenses by 8% versus
the prior year and by more than 20% versus 2000.

As a result of these initiatives, the Company reported revenue of $62.4
million, operating income of $11.1 million, net income of $7.3 million and $0.53
diluted earnings per common share for 2002. Operating income in 2002 increased
by $8.5 million and $13.3 million compared to the years-ended 2001 and 2000,
respectively. The Company ended 2002 with cash and cash equivalents and
marketable securities of $41.7 million after investing in capital expenditures,
acquisitions and repurchases of shares.

Motivated by the belief that shares of the Company's Common Stock continues
to be undervalued, on May 22, 2002, the Company's Board of Directors authorized
the continued repurchase of shares of the Company's Common Stock, up to an
additional expenditure of $10 million. The Company initiated the repurchase
program on May 23, 2000. In 2002, the Company repurchased 2.9 million shares of
its Common Stock for a total of $27.7 million. Since initiating its repurchase
program in May 2000, the Company has repurchased a total of 4.3 million shares
of its Common Stock for approximately $35.7 million.

YEARS ENDED DECEMBER 31, 2000, 2001, AND 2002

REVENUES

The Company's revenues are derived from software licenses, related
maintenance and professional services and outsourcing services provided by the
SS&C Direct, Digital Visions, and Real-Time operating units. Revenues were $61.4
million, $56.4 million and $62.4 million in 2000, 2001 and 2002, respectively.
The increase in revenues from 2001 to 2002 of $6.1 million, or 10.8%, was due
primarily to increases in license, maintenance, and outsourcing revenues offset
by a decrease in professional services revenues. Revenue growth in 2002 was led
by acquisitions and strong sales of Loan Management and Real Estate Equity
Management products. The decrease in revenues from 2000 to 2001 of $5.0 million,
or 8.2%, was due primarily to a decrease in professional services and license
revenues offset by increases in outsourcing and maintenance revenues.

Software Licenses. Software license revenues were $16.6 million, $15.3
million and $15.6 million in 2000, 2001 and 2002, respectively. The increase in
license revenue from 2001 to 2002 of $0.3 million, or 2.2%, was mainly due to an
increase in sales due to the acquisitions of Real-Time and DBC and strong sales
of the LMS product, offset by decreases in sales of the CAMRA and Total Return
products. The decrease from 2000 to 2001 of $1.3 million, or 8.1%, was mainly
due to a decrease in sales of Mabel and Antares products offset by an increase
in sales of the CAMRA, Total Return, and PTS products. The Company has diverse
product offerings and, as a result, different products show strength in given
years due to market demands in the markets those products serve. Product revenue
results will vary depending on the timing, size and nature of the Company's
license transactions.

Maintenance. Maintenance revenues were $26.2 million, $26.7 million and
$27.9 million in 2000, 2001 and 2002, respectively. The increase in maintenance
revenues from 2001 to 2002 of $1.1 million, or 4.2%, was primarily due to the
acquisitions of Real-Time and DBC and higher average annual maintenance fees
offset by a decrease in maintenance revenues from discontinued products. The
increase in maintenance revenues from

16

2000 to 2001 of $0.5 million, or 1.9%, was primarily due to higher average
annual maintenance fees. Future maintenance revenue growth is dependent on the
Company's ability to retain clients, add new licensed clients and increase
average maintenance fees.

Professional Services. Professional services revenues were $12.9 million,
$8.0 million and $6.3 million in 2000, 2001 and 2002, respectively. The
decreases in professional services revenue for both 2002 and 2001 were primarily
due to a decrease in demand for the Company's implementation, conversion, and
training services. Professional services revenues will continue to be affected
by the Company's overall license revenue levels and market demand for
professional services.

Outsourcing. Outsourcing revenues were $5.6 million, $6.3 million and
$12.6 million in 2000, 2001 and 2002, respectively. The increase in outsourcing
revenues from 2001 to 2002 was primarily attributable to the outsourcing
services which are provided by the acquisitions of Digital Visions and Real-Time
and increased demand by customers for outsourcing services provided by SS&C
Direct as an alternative to license purchases. The increase in 2001 was
primarily due to the acquisition of Digital Visions in November 2001 and growth
in the SS&C Direct business. Future outsourcing revenue growth is dependent on
the Company's ability to retain clients, add new outsourcing clients and
increase average outsourcing fees.

COST OF REVENUES

The total cost of revenues was $24.4 million, $20.3 million and $21.0
million in 2000, 2001 and 2002, respectively. The gross margin increased from
60% in 2000 to 64% in 2001, and increased to 66% in 2002. The increase in gross
margins from 2001 to 2002 was primarily due to increased outsourcing revenues
and lower costs of maintenance revenues due to cost reduction programs initiated
by the Company. The increase in overall gross margins from 2000 to 2001 is
mainly due to improved margins in outsourcing.

Cost of Software Licenses. Cost of software license revenues consists
primarily of amortization expense of completed technology, royalties,
third-party software, the costs of product media, packaging, and documentation.
The cost of software license revenues was $1.0 million, $0.7 million, and $1.3
million in 2000, 2001 and 2002, respectively. The cost of software license
revenues as a percentage of these revenues was 6%, 5% and 8% in 2000, 2001, and
2002, respectively. The decrease in cost in 2001 was primarily due to the
reduction in amortization of completed technology related to the acquisition of
Savid in April 1998, which was completed in 2000. The increase in cost from 2001
to 2002 was primarily due to the amortization expense of completed technology
related to the acquisitions of Real-Time in January 2002 and DBC in November
2002.

Cost of Maintenance Revenues. Cost of maintenance revenues consists
primarily of technical customer support and the engineering costs associated
with product and regulatory updates. The cost of maintenance revenues was $6.5
million, $6.8 million and $5.6 million in 2000, 2001 and 2002, respectively. The
cost of maintenance revenues as a percentage of these revenues was 25%, 25% and
20% in 2000, 2001 and 2002, respectively. The decrease in cost from 2001 to 2002
of $1.2 million, or 17.2%, was primarily due to improved efficiencies and cost
reductions initiated by the Company in late 2001 and continuing in 2002. These
cost reductions resulted in lower personnel-related costs and lower operating
costs. The increase in cost of $0.3 million, or 4.8%, from 2000 to 2001 was
primarily due to higher personnel-related costs as the Company increased its
staff levels.

Cost of Professional Services. Cost of professional services revenues
consists primarily of the cost related to personnel utilized to provide
implementation, conversion and training services to the Company's software
licensees, as well as system integration, custom programming and actuarial
consulting services. The cost of professional services revenue was $10.4
million, $6.9 million and $5.4 million in 2000, 2001 and 2002, respectively. The
cost of professional services as a percentage of these revenues was 81%, 86% and
86% in 2000, 2001 and 2002, respectively. The Company significantly reduced its
professional consulting organization and associated costs due to the decrease in
demand for the Company's implementation and consulting services, which was a
result of the lower license revenues as compared to the preceding years, and
lower market demand for those services.

17

Cost of Outsourcing Revenues. Cost of outsourcing revenues consists
primarily of the cost related to personnel utilized in servicing the Company's
outsourcing clients. The cost of outsourcing revenues was $6.5 million, $5.9
million and $8.6 million in 2000, 2001 and 2002, respectively. The cost of
outsourcing revenues as a percentage of these revenues was 116%, 93% and 68% of
outsourcing revenues in 2000, 2001 and 2002, respectively. The Company has
improved margins for outsourcing revenues by managing costs, improving
efficiencies and acquiring new businesses. The increase in cost in 2002 was due
to the DVI and Real-Time acquisitions partially offset by cost reductions in the
SS&C Direct business unit. The decrease in cost in 2001 was primarily due to
lower personnel-related costs as a result of improved operational efficiencies.

OPERATING EXPENSES

The total operating expenses were $39.2 million, $33.5 million and $30.3
million in 2000, 2001 and 2002, respectively and represent 64%, 59% and 49%,
respectively, of total revenues in those years. The Company initiated cost
reduction and improved operating efficiency programs in both 2001 and 2002 to
reduce operating costs and bring them more in-line with the Company's revenues.

Selling and Marketing. Selling and marketing expenses consist primarily of
the personnel costs associated with the selling and marketing of the Company's
products, including salaries, commissions and travel and entertainment. Such
expenses also include the cost of branch sales offices, advertising, trade shows
and marketing and promotional materials. Selling and marketing expenses were
$12.3 million, $11.3 million and $9.1 million in 2000, 2001 and 2002,
respectively, representing 20%, 20% and 15%, respectively, of total revenues in
those years. The decrease in selling and marketing expenses in 2001 was
primarily due to lower advertising and promotion costs as the Company found more
efficient methods of delivering product promotional information to the market.
In 2001, the Company initiated an E-Marketing strategy that is designed to
provide information about key issues in the marketplace and SS&C product
information to clients and prospects. The decrease in costs in 2002 was
primarily due to reductions in support personnel costs and continued reductions
in advertising and promotion expenses from the E-Marketing strategy.

Research and Development. Research and development expenses consist
primarily of personnel costs attributable to the development of new software
products and the enhancement of existing products. Research and development
expenses were $14.2 million, $11.3 million and $11.8 million in 2000, 2001 and
2002, respectively, representing 23%, 20% and 19%, respectively, of total
revenues in those years. The increase in research and development expenses in
2002 was mainly due to the acquisitions of DVI, Real-Time and DBC offset by cost
reductions in personnel and other related support costs. The decrease in
research and development expenses in 2001 was mainly due to lower personnel
costs as a result of the Company's consolidation of its research and development
functions and the elimination of redundant costs.

General and Administrative. General and administrative expenses consist
primarily of personnel costs related to management, accounting and finance,
information management, human resources and administration and associated
overhead costs, as well as fees for professional services. General and
administrative expenses were $12.6 million, $10.0 million and $7.7 million in
2000, 2001 and 2002, respectively, representing 21%, 18% and 12%, respectively,
of total revenues in those years. The decrease in general and administrative
expenses in 2002 was attributable to lower personnel-related costs and improved
cost controls in the areas of telecommunications and professional services. The
decrease in general and administrative expenses in 2001 was $0.6 million
excluding the acquisition-related payments of $2.0 million made in 2000. This
reduction was mainly attributable to a reduction in the bad debt expense in 2001
compared to 2000. In 2000, general and administrative expenses included
acquisition performance payments of $2.0 million. These payments were based on
certain revenue attainment goals related to the 1997 acquisition of Mabel and
the 1998 acquisition of Savid.

Restructuring Charge. In 2001, the Company incurred a restructuring charge
of $0.8 million related to the elimination of 55 positions and the closing of
several branches. This charge primarily consisted of severance pay for
terminated employees of $467,000, ongoing lease commitments of $272,000 and
fixed assets write-offs of $101,000.

18

Write-off of Purchased In-Process Research and Development. In 2002, the
Company acquired Real-Time. The acquisition was accounted for as a purchase and,
accordingly, the purchase price was allocated among tangible and intangible
assets, liabilities, and in-process research and development based on their fair
values on the date of the acquisition. The acquired IPR&D had not yet reached
technological feasibility and had no alternative future use and accordingly $1.7
million was expensed on the date of the acquisition.

Interest and Other Income, Net. Interest income, net consists of interest
income less interest expense. Interest income, net was $2.9 million, $2.7
million, and $1.4 million in 2000, 2001 and 2002, respectively. The decrease in
interest income, net in 2002 was the result of lower market interest rates on
investments and a reduction in the cash and investment balance due to the
Company's stock repurchase program. The decrease in interest income, net in 2001
was mainly the result of lower market interest rates on investments. Included in
other income, net in 2000 and 2001 were net gains of $2.4 million and $1.2
million, respectively, resulting from sales of equity investments. The 2001 net
gain included the write-off of $1.25 million related to an investment in a
privately held company. Included in other income in 2002 were net losses of $0.2
million related to the sale of equity investments.

Provision for Income Taxes. The Company had effective tax rates of
approximately 35%, 38% and 41% in 2000, 2001 and 2002, respectively. The higher
tax rate in 2002 was primarily due to lower tax credits in the period and the
impact of a settlement reached with the Internal Revenue Service in the third
quarter of 2002 of a dispute arising out of the Company's deductions related to
the 1999 litigation settlement payment of $9.3 million. The Company reached a
settlement with the IRS that allowed the Company to deduct $5.5 million of the
original $6.8 million deduction. The impact of this settlement has been included
in the Company's 2002 income tax provision. The lower effective tax rate in 2000
was primarily due to the impact of tax-exempt interest earned during that
period. The Company had $7.9 million of deferred tax assets at December 31,
2002. In future years, the Company expects to have sufficient levels of
profitability to realize the deferred tax assets at December 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash, cash equivalents and marketable securities at December
31, 2002 were $41.7 million, which represents a decrease of $17.8 million from
$59.5 million at December 31, 2001. The decrease in cash, cash equivalents and
marketable securities was mainly due to the Company's stock repurchase program
and cash paid for acquisitions. In 2002, the Company used $27.7 million in cash
for the repurchase of 2.9 million shares of its Common Stock and used $8.3
million in cash, net of cash acquired, for the acquisitions of Real-Time and
DBC. Included in marketable securities at December 31, 2002 were equity
investments valued at $5.5 million that are subject to market risk due to their
volatility.

The net cash provided by operating activities was $15.5 million in 2002.
Net cash provided by operating activities was primarily due to earnings adjusted
for non-cash items and tax benefits partially offset by an increase in accounts
receivable. The Company's accounts receivable days sales outstanding at December
31, 2002 was 61 days.

Cash used in investing activities was $2.7 million in 2002. Cash used in
investing activities was primarily due to cash paid for acquisitions of $8.3
million, net of cash acquired, offset by the net proceeds from the sale of
marketable securities of $6.1 million.

Cash used in financing activities was $23.3 million in 2002. Cash used in
financing activities was primarily due to the Company's stock repurchase plan.
In 2002, the Company purchased 2.9 million shares of its Common Stock for
treasury for a total of $27.7 million. This use of cash was partially offset by
the proceeds from the exercise of options and the issuance of Common Stock
pursuant to the Company's employee stock purchase plan.

As of December 31, 2002, the Company had $18.3 million in cash and $23.4
million of highly-liquid marketable securities. The Company believes that its
current cash and marketable securities balances and anticipated cash flow from
operations will be sufficient to meet its working capital and capital
expenditure requirements for at least the next 12 months. As of December 31,
2002 and 2001, the Company does not have
19

any relationships with unconsolidated entities or financial partnerships, which
would have been established for the purpose of facilitating off-balance sheet
arrangements.

For information related to the Company's commercial commitments and
contingencies, please see Notes 8 and 13 to the Company's Consolidated Financial
Statements. For information related to the Company's related party transactions,
please see Note 15 to the Company's Consolidated Financial Statements.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS No. 146 nullifies the guidance of the Emerging Issues Task Force ("EITF")
in EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)". Under EITF Issue No. 94-3, an entity recognized a
liability for an exit cost on the date that the entity committed itself to an
exit plan. In SFAS No. 146, the FASB acknowledges that an entity's commitment to
a plan does not, by itself, create a present obligation to the other parties
that meets the definition of a liability and requires that a liability for a
cost that is associated with an exit or disposal activity be recognized when the
liability is incurred. It also establishes that fair value is the objective for
the initial measurement of the liability. SFAS 146 will be effective for exit or
disposal activities that are initiated after December 31, 2002. We do not expect
a significant impact on our financial position and results of operations for the
adoption of SFAS 146.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the guarantor's balance sheet upon issuance of a guarantee. In
addition, FIN 45 requires disclosure about the guarantees that an entity has
issued, including a reconciliation of changes in the entity's product warranty
liabilities. The initial recognition and initial measurement provisions of FIN
45 are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002. Our software license agreements typically indemnify our clients for
intellectual property infringement claims. We also warrant to our clients that
our software operates substantially in accordance with our specifications. We
believe that the adoption of this standard will not have a material impact on
the consolidated financial statements. However, we continue to evaluate the
impact of FIN 45 on our financial statements and related disclosures.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation Costs-Transition and Disclosure". This statement amends SFAS No.
123, "Accounting for Stock-Based Compensation", and provides alternative methods
of transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based compensation. It also requires additional
disclosures about the effects on reported net income of an entity's accounting
policy with respect to stock-based employee compensation. We account for
stock-based compensation in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees" and have adopted the disclosure-only alternative of
SFAS No. 123. We adopted the disclosure provisions of SFAS No. 148 in December
2002.

CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS

Fluctuations in Quarterly Performance. Historically, the Company's
revenues and operating results have fluctuated substantially from quarter to
quarter. The Company's quarterly operating results may continue to fluctuate due
to a number of factors, including the timing, size and nature of the Company's
individual license transactions; the timing of the introduction and the market
acceptance of new products or product enhancements by the Company or its
competitors; the relative proportions of revenues derived from license fees,
maintenance, consulting, and other recurring revenues and professional services;
changes in the Company's operating expenses; changes in the Company's personnel;
and fluctuations in economic and financial market conditions. The timing, size,
and nature of individual license transactions are important
20

factors in the Company's quarterly operating results. Many such license
transactions involve large dollar amounts, and the sales cycles for these
transactions are often lengthy and unpredictable. There can be no assurance that
the Company will be successful in closing large license transactions on a timely
basis or at all.

Dependence on the Financial Services Industry. The Company's clients
include a range of organizations in the financial services industry. The success
of these clients is intrinsically linked to the health of the financial markets.
In addition, because of the capital expenditures required in connection with an
investment in the Company's products, the Company believes that demand for its
products could be disproportionately affected by fluctuations, disruptions,
instability, or downturns in the financial markets, which may cause clients and
potential clients to exit the industry or delay, cancel, or reduce any planned
expenditures for investment management systems and software products. Any
resulting decline in demand for the Company's products could have a material
adverse effect on the Company's business, financial condition, and results of
operations.

Integration of Operations. The Company's success is dependent in part on
its ability to complete the integration of the operations of recently acquired
businesses, including DBC, Real-Time and Digital Visions, in an efficient and
effective manner. Successful integration in the rapidly changing financial
services industry may be more difficult to accomplish than in other industries.
The combination of these acquired businesses will require, among other things,
integration of product offerings and coordination of sales and marketing and
research and development efforts. There can be no assurance that such
integration will be accomplished smoothly or successfully. The difficulties of
integration may be increased by the necessity of coordinating geographically
separated organizations. The integration of certain operations will require the
dedication of management resources that may temporarily distract attention from
the day-to-day business of the Company. The inability of management to
successfully integrate the operations of acquired companies could have a
material adverse effect on the Company's business, financial condition, and
results of operations.

Product Concentration. To date, substantially all of the Company's
revenues have been attributable to the licensing and outsourcing of its CAMRA,
AdvisorWare, SKYLINE, and LMS software and the provision of maintenance and
consulting services in support of such software. The Company expects that the
revenue from these software products will continue to account for a significant
portion of its total revenues for the foreseeable future. As a result, factors
adversely affecting the pricing of or demand for such products and services,
such as competition or technological change, could have a material adverse
effect on the Company's business, financial condition and results of operations.

Competition. The market for financial service software is competitive,
rapidly evolving and highly sensitive to new product introductions and marketing
efforts by industry participants. The Company believes the principal competitive
factors in its industry include consistent product performance, broad
functionality, ease of use, scalability, integration capabilities, product and
company reputation, client service and support, and price. Although the Company
believes it currently competes effectively with respect to these factors, there
can be no assurance that the Company will be able to maintain its competitive
position against current and potential competitors.

SS&C believes none of its competitors currently compete against it in all
of its target industry segments, although there can be no assurance that one or
more may not compete against the Company in the future in additional industry
segments. Many of the Company's current and potential competitors have
significantly greater financial, technical, and marketing resources, generate
higher revenues, and have greater name recognition. There can be no assurance
that the Company's current or potential competitors will not develop products
comparable or superior to those developed by the Company, or adapt more quickly
than the Company to new technologies, evolving industry trends, or changing
client requirements. It is also possible that alliances among competitors may
emerge and rapidly acquire significant market share. Increased competition may
result in price reductions, reduced gross margins, and loss of market share, any
of which would materially adversely affect the Company's business, financial
condition, and results of operations.

Rapid Technological Change. The market for the Company's products and
services is characterized by rapidly changing technology, evolving industry
standards and new product introductions. The Company's future success will
depend in part upon its ability to enhance its existing products and services
and to develop and introduce new products and services to meet changing client
needs. The process of developing software
21

products such as those offered by the Company is extremely complex and is
expected to become increasingly complex and expensive in the future due to the
introduction of new platforms and technologies. There can be no assurance that
the Company will successfully complete the development of new products in a
timely fashion or that the Company's current or future products will satisfy the
needs of the financial markets.

Dependence on Proprietary Technology. The Company's success and ability to
compete depends in part upon its ability to protect its proprietary technology.
The Company relies on a combination of trade secret, copyright, and trademark
law, nondisclosure agreements and technical measures to protect its proprietary
technology. There can be no assurance that the steps taken by the Company to
protect its proprietary technology will be adequate to prevent misappropriation
or independent third-party development of such technology.

Product Defects and Product Liability. The Company's software products are
highly complex and sophisticated and could contain design defects or software
errors that are difficult to detect and correct. Errors, bugs or viruses may
result in loss of or delay in market acceptance of the Company's software
products or loss of client data. Although the Company has not experienced
material adverse effects resulting from any software defects or errors, there
can be no assurance that, despite testing by the Company and its clients, errors
will not be found in new products, which errors could result in a delay in or an
inability to achieve market acceptance and thus could have a material adverse
effect upon the Company's business, financial condition, and results of
operations.

Key Personnel. The Company's success is dependent in part upon its ability
to attract, train and retain highly skilled technical, managerial, and sales
personnel. The loss of services of one or more of the Company's key employees
could have a material adverse effect on the Company's business, financial
condition and results of operations. Competition for the hiring of such
personnel in the software industry is intense. Locating candidates with the
appropriate qualifications, particularly in the desired geographic location, is
difficult. Although the Company expects to continue to attract and retain
sufficient numbers of highly skilled employees for the foreseeable future, there
can be no assurance that the Company will be able to do so.

Risks Associated with International Operations. The Company has risks
associated with its foreign operations. An increase in the value of the U.S.
dollar relative to foreign currencies could make the Company's products more
expensive and, therefore, potentially less competitive in those foreign markets.
A portion of the Company's international sales is denominated in foreign
currency, and the Company occasionally hedges some of the risk associated with
foreign exchange fluctuations. Although the Company believes its foreign
currency exchange rate risk is minimal, significant fluctuations in the value of
foreign currencies could have a material adverse effect on the earnings of the
Company. In addition, the Company's international business may be subject to a
variety of other risks, including difficulties in obtaining U.S. export
licenses, potentially longer payment cycles, increased costs associated with
maintaining international marketing efforts, the introduction of non-tariff
barriers and higher duty rates, and difficulties in enforcement of third-party
contractual obligations and intellectual property rights. There can be no
assurance that such factors will not have a material adverse effect on the
Company's business, financial condition, or results of operations.

Because of these and other factors, past financial performance should not
be considered an indication of future performance. The Company's quarterly
operating results may vary significantly, depending on factors such as the
timing, size, and nature of licensing transactions and new product introductions
by the Company or its competitors. Investors should not use historical trends to
anticipate future results and should be aware that the trading price of the
Company's common stock may be subject to wide fluctuations in response to
quarterly variations in operating results and other factors, including those
discussed above.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company has no derivative financial instruments. The Company generally
places its marketable security investments in high credit quality instruments,
primarily U.S. Government and Federal Agency obligations, tax-exempt municipal
obligations and corporate obligations. The Company does not expect any material
loss from its marketable security investments and therefore believes that its
potential interest rate exposure is not material.
22

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

The Company invoices customers primarily in U.S. dollars and in local
currency in those countries in which the Company has branch and subsidiary
operations. The Company is exposed to foreign exchange rate fluctuations from
the time customers are invoiced in local currency until collection occurs.
Through December 31, 2002, foreign currency fluctuations have not had a material
effect on the Company's financial position or results of operations, and
therefore the Company believes that its potential foreign currency exchange rate
exposure is not material.

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

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Information required by this item is contained in the Consolidated
Financial Statements, related footnotes and the reports of
PricewaterhouseCoopers, LLP appearing in this Report, which information is
incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

PART III

Certain information required by Part III is omitted from this Report as the
Company intends to file its definitive proxy statement for its Annual Meeting of
Stockholders to be held on May 22, 2003 (the "Proxy Statement"), pursuant to
Regulation 14A of the Securities Exchange Act of 1934, not later than 120 days
after the end of the fiscal year covered by this Report, and certain information
included in the Proxy Statement is incorporated herein by reference.

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this Item 10 is set forth in the Proxy Statement
under the headings "Directors and Nominees for Director" and "Section 16(a)
Beneficial Ownership Reporting Compliance," which information is incorporated
herein by reference. The name, age, and position of each executive officer of
the Company is set forth under the heading "Executive Officers of the
Registrant" in Part I of this Report, which information is incorporated herein
by reference.

ITEM 11. EXECUTIVE COMPENSATION

Information required by this Item 11 is set forth in the Proxy Statement
under the headings "Compensation of Executive Officers" and "Director
Compensation," which information is incorporated herein by reference.

23

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

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

ITEM 14. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. Based on their
evaluation of the Company's disclosure controls and procedures (as defined in
Rules 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934) as of a
date within 90 days of the filing date of this Report, the Company's chief
executive officer and chief financial officer have concluded that the Company's
disclosure controls and procedures are designed to ensure that the information
required to be disclosed by the 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 SEC's rules and forms and are operating in an
effective manner.

(b) Changes in internal controls. There were no significant changes in the
Company's internal controls or in other factors that could significantly affect
these controls subsequent to the date of their most recent evaluation.

24

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(A)

1. FINANCIAL STATEMENTS

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

2. EXHIBITS

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

(B) REPORTS ON FORM 8-K

On November 22, 2002, the Company filed a Current Report on Form 8-K, dated
November 15, 2002, to report under Item 5 (Other Events) the Company's
acquisition of DBC. No financial statements were required to be filed under such
report.

25

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on March 31, 2003.

SS&C TECHNOLOGIES, INC.

BY: /s/ WILLIAM C. STONE

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

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

26

CERTIFICATIONS

I, William C. Stone, certify that:

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

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

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

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

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

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

/s/ WILLIAM C. STONE

--------------------------------------
William C. Stone
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)

Date: March 31, 2003

27

CERTIFICATIONS

I, Patrick J. Pedonti, certify that:

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

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

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

4. The registrant's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
have:

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

b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures as of a date within 90 days prior to the filing
date of this annual report (the "Evaluation Date"); and

c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. The registrant's other certifying officers and I have disclosed,
based on our most recent evaluation, 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 in the design or operation of
internal controls which could adversely affect the registrant's ability
to record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and

b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's internal
controls; and

6. The registrant's other certifying officers and I have indicated in
this annual report whether there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.

/s/ PATRICK J. PEDONTI
--------------------------------------
Patrick J. Pedonti
Senior Vice President and Chief
Financial Officer
(Principal Financial Officer)

Date: March 31, 2003

28

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders of
SS&C Technologies, Inc. and Subsidiaries:

In our opinion, the consolidated financial statements listed in the
accompanying index present fairly, in all material respects, the financial
position of SS&C Technologies, Inc. and its subsidiaries at December 31, 2002
and 2001, and the results of their operations and their cash flows for each of
the three years in the period ended December 31, 2002, in conformity with
accounting principles generally accepted in the United States of America. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

The Company adopted Statement of Accounting Standards No. 142, GOODWILL
AND OTHER INTANGIBLE ASSETS, effective January 1, 2002.

/s/ PRICEWATERHOUSECOOPERS LLP

Hartford, Connecticut
January 28, 2003

29

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.
30

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.
31

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Supplemental disclosure of non-cash investing activities
See Note 12 for a discussion of acquisitions.

The accompanying notes are an integral part of these financial statements.
32

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000, 2001, AND 2002

The accompanying notes are an integral part of these financial statements.
33

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. ORGANIZATION

SS&C Technologies, Inc. ("SS&C" or the "Company") was organized as a
Connecticut corporation in March 1986 and reincorporated as a Delaware
corporation in April 1996. The Company is a leading provider of
client/server-based investment and financial management software, Application
Service Provider (ASP) solutions and Business Process Outsourcing (BPO)
solutions, and related services in seven vertical markets in the institutional
investment marketplace:

1. commercial lending;

2. financial institutions;

3. hedge funds and family offices;

4. institutional asset management;

5. insurance companies and pension funds;

6. municipal finance; and

7. real estate property management.

The Company has developed or acquired a family of software products that
provides a full range of mission-critical information management and analysis,
trading, accounting, reporting, and compliance tools to help high-level
investment professionals make informed real-time decisions and automate many
operational functions in today's increasingly complex and fast-moving financial
markets. The Company's products are focused on improving the effectiveness of
decision-making through open, fully integrated access to meaningful data,
acquired on a timely basis.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

USE OF ESTIMATES

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

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of the Company
and its subsidiaries. All intercompany transactions and balances among the
companies have been eliminated.

REVENUE RECOGNITION

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

34

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

LICENSE REVENUE

The Company generally recognizes revenue from sales of software or products
including proprietary software upon product shipment provided that the
transaction is evidenced by a signed contract, collection is probable, the fees
are fixed and determinable and all other revenue recognition criteria of SOP
97-2 are met. The Company's products generally do not require significant
modification or customization of software. Installation of the products is
generally routine and is not essential to the functionality of the product.

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

MAINTENANCE AGREEMENTS

Maintenance agreements generally require the Company to provide technical
support and software updates to its customers. Maintenance revenue is recognized
ratably over the term of the maintenance agreement.

PROFESSIONAL AND OUTSOURCING SERVICES

The Company provides consulting, training, and outsourcing services to its
customers. Revenue for such services are generally recognized over the period
during which the applicable services are performed.

RECENT ACCOUNTING PRONOUNCEMENTS

In July 2002, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 146, "Accounting for Costs Associated with Exit or Disposal Activities".
SFAS No. 146 nullifies the guidance of the Emerging Issues Task Force ("EITF")
in EITF Issue No. 94-3, "Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred
in a Restructuring)". Under EITF Issue No. 94-3, an entity recognized a
liability for an exit cost on the date that the entity committed itself to an
exit plan. In SFAS No. 146, the FASB acknowledges that an entity's commitment to
a plan does not, by itself, create a present obligation to the other parties
that meets the definition of a liability and requires that a liability for a
cost that is associated with an exit or disposal activity be recognized when the
liability is incurred. It also establishes that fair value is the objective for
the initial measurement of the liability. SFAS 146 will be effective for exit or
disposal activities that are initiated after December 31, 2002. We do not expect
a significant impact on our financial position and results of operations for the
adoption of SFAS 146.

In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN 45"),
"Guarantor's Accounting and Disclosure Requirements for Guarantees, Including
Indirect Guarantees of Indebtedness of Others." FIN 45 requires that a liability
be recorded in the guarantor's balance sheet upon issuance of a guarantee. In
addition, FIN 45 requires disclosure about the guarantees that an entity has
issued, including a reconciliation of changes in the entity's product warranty
liabilities. The initial recognition and initial measurement provisions of FIN
45 are applicable on a prospective basis to guarantees issued or modified after
December 31, 2002. The disclosure requirements of FIN 45 are effective for
financial statements of interim or annual periods ending after December 15,
2002. Our software license agreements typically indemnify our clients for
intellectual property infringement claims. We also warrant to our clients that
our software operates substantially in accordance with our specifications. We
believe that the adoption of this standard will not have

35

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

a material impact on the consolidated financial statements. However, we continue
to evaluate the impact of FIN 45 on our financial statements and related
disclosures.

In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation Costs-Transition and Disclosure". This statement amends SFAS No.
123, "Accounting for Stock-Based Compensation", and provides alternative methods
of transition for an entity that voluntarily changes to the fair value based
method of accounting for stock-based compensation. It also requires additional
disclosures about the effects on reported net income of an entity's accounting
policy with respect to stock-based employee compensation. We account for
stock-based compensation in accordance with APB Opinion No. 25, "Accounting for
Stock Issued to Employees" and have adopted the disclosure-only alternative of
SFAS No. 123. We adopted the disclosure provisions of SFAS No. 148 in December
2002.

IMPAIRMENT OF LONG-LIVED ASSETS

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

RESEARCH AND DEVELOPMENT

Research and development costs associated with computer software are
charged to expense as incurred. In accordance with SFAS No. 86, "Accounting for
the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed,"
capitalization of internally developed computer software costs begins upon the
establishment of technological feasibility based on a working model. Capitalized
software costs of $401,000 and $695,000 are included in the December 31, 2002
and 2001 balance sheets, respectively, under "Intangible and other assets."

The Company's policy is to amortize these costs upon a product's general
release to the customer. Amortization of capitalized software costs is
calculated by the greater of (a) the ratio that current gross revenues for a
product bear to the total of current and anticipated future gross revenues for
that product or (b) the straight-line method over the remaining estimated
economic life of the product, including the period being reported on, typically
two to six years. It is reasonably possible that those estimates of anticipated
future gross revenues, the remaining estimated economic life of the product, or
both could be reduced significantly due to competitive pressures. Amortization
expense related to capitalized software for 2002, 2001, and 2000, was $294,000,
$222,000, and $201,000, respectively.

CASH AND CASH EQUIVALENTS AND MARKETABLE SECURITIES

The Company considers all highly liquid marketable securities with original
maturities of three months or less at the date of acquisition to be cash
equivalents. Debt securities with original maturities of more than three months
at the date of acquisition are classified as marketable securities. The Company
classifies its entire investment portfolio, consisting of debt securities issued
by state and local governments of the United States, debt securities issued by
corporations and equities, as available for sale securities. The cost basis,
using the specific identification method, approximates fair market value and an
unrealized gain or loss is recognized in stockholders' equity.

36

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

PROPERTY AND EQUIPMENT

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

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

GOODWILL AND INTANGIBLE ASSETS

On January 1, 2002, the Company adopted SFAS No. 142, "Goodwill and Other
Intangible Assets". SFAS No. 142 requires that goodwill and intangible assets
with indefinite useful lives no longer be amortized, but instead be tested for
impairment at least annually. The Company has completed the required transition
impairment test as of January 1, 2002 and determined that no impairment existed.
Additionally, the Company performed their annual impairment test for goodwill
and determined that no impairment existed in the fourth quarter of 2002.
Amortization expense associated with goodwill was $64,000 and $168,000 for the
years ended December 31, 2001 and 2000, respectively.

Completed technology is amortized over four to five years based on the
ratio that current gross revenues of the product bear to the total of current
and anticipated future gross revenues of the product or on a straight-line
method, whichever is shorter. Amortization expense associated with completed
technology was $739,000, $34,000, and $96,000 for the years ended December 31,
2002, 2001, and 2000, respectively.

CONCENTRATION OF CREDIT RISK

Financial instruments, which potentially subject the Company to
concentrations of credit risk, consist principally of cash, cash equivalents,
marketable securities, and trade receivables. The Company has cash investment
policies that limit investments to investment grade securities. Concentrations
of credit risk, with respect to trade receivables, are limited due to the fact
that the Company's customer base is highly diversified. As of December 31, 2002
and 2001, the Company had no significant concentrations of credit risk and the
carrying value of these assets approximates fair value.

INCOME TAXES

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

INTERNATIONAL OPERATIONS AND FOREIGN CURRENCY

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

37

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

BASIC AND DILUTED EARNINGS PER SHARE

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

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

Options to purchase 739,966, 2,136,512, and 2,809,180, shares were
outstanding at December 31, 2002, 2001, and 2000, respectively, but were not
included in the computation of diluted earnings per share because the effect of
including the options would be antidilutive.

COMPREHENSIVE INCOME

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

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

RECLASSIFICATION

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

38

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

3. MARKETABLE SECURITIES

At December 31, 2002 and 2001, the cost basis, fair value, and unrealized
gains and losses by major security type, were as follows (in thousands):

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

4. ACCOUNTS RECEIVABLE

Accounts receivable are as follows (in thousands):

The Company records an allowance for doubtful accounts based on individual
customer analyses. Write-offs of accounts receivable were $99,000 and $2,653,000
for the years ended December 31, 2002 and 2001, respectively.

39

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

5. LONG-TERM DEBT

Long-term debt consists of capitalized lease obligations for office
equipment.

6. COMMON STOCK

At December 31, 2002, 50,000,000 shares of Common Stock were authorized and
12,664,111 shares were outstanding. At December 31, 2001, 50,000,000 shares of
common stock were authorized and 14,918,578 shares were outstanding.

On May 22, 2002, the Company's Board of Directors authorized the continued
repurchase of shares of the Company's common stock up to an additional
expenditure of $10 million. The Company originally initiated the repurchase
program on May 23, 2000, pursuant to which it repurchased 1.2 million shares for
$6.5 million between that date and May 23, 2001. The Company continued the
repurchase program on May 24, 2001, pursuant to which it repurchased 2.9 million
shares for $26.4 million between that date and May 21, 2002. During the year
ended December 31, 2002, 2.9 million shares were repurchased for approximately
$27.7 million. As of December 31, 2002, the Company had repurchased a total of
4.3 million shares of Common Stock for approximately $35.7 million.

7. INCOME TAXES

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

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

The effective tax rates were 40.6%, 38.0%, and 34.8% for the years ended
December 31, 2002, 2001, and 2000, respectively. The reconciliation between the
effective tax rates and the expected tax expense is

40

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

The Company has recorded valuation allowances of $357,000 and $672,000 at
December 31, 2002 and 2001 related to net operating loss carryforwards.

The components of deferred income taxes at December 31, 2002 and 2001 are
as follows (in thousands):

At December 31, 2002, no deferred taxes have been provided on the
unremitted earnings of the Company's foreign subsidiaries, which have been, or
intend to be, permanently reinvested. Undistributed earnings amounted to
approximately $2,095,000.

At December 31, 2002, the Company had foreign net operating loss
carryforwards other than Japan of $767,000 which are available to offset foreign
income on an indefinite carryforward basis. Japan's net operating loss of
$691,000 expires in 2005.

The Company's tax credit carryforwards expire at various dates through
2021.

In 2001, the Internal Revenue Service ("IRS") notified the Company of
purported federal income tax deficiencies for the years 1997 through 1999. At
issue is the Company's deduction of an aggregate of $

41

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

6.8 million of payments made by the Company pursuant to the settlement, on May
7, 1999, of a consolidated securities class action lawsuit. In 2002, the Company
reached a settlement with the IRS that allowed the Company to deduct $5.5
million of the original $6.8 million deduction. The impact of this settlement
has been included in the Company's 2002 income tax provision. Although a
substantial number of issues for the years being audited have been resolved, the
Company has also received a notice of proposed tax deficiencies for the years
1997 through 1999 for other matters, for which the Company intends to file an
appeal. Management believes the ultimate outcome will not have a material
adverse impact on the Company's financial position or results of operations.

8. LEASES

The Company is obligated under noncancelable operating leases for office
space and office equipment. Total rental expense was $2,709,000, $3,095,000, and
$3,366,000 for the years ended December 31, 2002, 2001, and 2000, respectively.
The lease for the corporate facility in Windsor, Connecticut expires in 2008 and
the Company has the right to extend the lease for an additional term of five
years. Future minimum lease payments under the Company's operating leases as of
December 31, 2002, are as follows (in thousands):

The Company subleases office space under noncancelable leases. The Company
received rental income under these leases of $512,000, $569,000, and $620,000
for the years ended December 31, 2002, 2001, and 2000, respectively. Future
minimum lease receipts under these leases as of December 31, 2002, are as
follows (in thousands):

9. LICENSE AND ROYALTY AGREEMENTS

The Company has non-exclusive rights to integrate certain third-party
software into certain of the Company's products. Under the terms of an
agreement, the licensor of the software is paid royalties based on a percentage
of the related license fee revenues collected by the Company. Under another
agreement, the Company is obligated to pay at least $25,000 per quarter. The
total royalty expense under these agreements for the years ended December 31,
2002, 2001, and 2000 was $458,000, $456,000, and $476,000, respectively.

In connection with the Savid acquisition, the Company is obligated to pay
10% of license fees with respect to sales and/or licensing of the Savid system
during the period commencing on April 15, 1998 and
42

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

ending on April 14, 2003. Royalty expense for the years ended December 31, 2002,
2001, and 2000 was $47,000, $0, and $37,000, respectively.

In connection with the Quantra acquisition in 1998, the Company is party to
three royalty agreements as a result of utilities that interface with the
Company's SKYLINE II product. The royalties are paid based on either annual
guaranteed total unit sales of the product at a rate of $15 per user, or as a
percentage of the utility list price, which is typically 33.33%. Royalty expense
under these agreements for the years ended December 31, 2002, 2001, and 2000 was
$39,000, $25,000, and $4,000, respectively.

10. DEFINED CONTRIBUTION PLANS

The Company has a 401(k) Retirement Plan (the "Plan"), which covers
substantially all employees. Each employee may elect to contribute to the Plan,
through payroll deductions, up to 20% of his or her salary, subject to certain
limitations. The Plan provides for a Company match of employees' contributions
in an amount equal to 50% of an employee's contributions up to $2,000 per year.
The Company offers employees a selection of various public mutual funds but does
not include Company common stock as an investment option in its Plan.

In connection with the acquisitions of Shepro Braun Systems and HedgeWare
(Note 13), the Company assumed pre-existing deferred compensation plans, which
were established in January 1995 and January 1994, respectively. Since the
acquisitions, Shepro Braun Systems and HedgeWare employees may elect to
contribute to the Plan. The Shepro Braun Systems and HedgeWare plans have been
frozen for any additional contributions.

During the years ended December 31, 2002, 2001, and 2000, the Company
incurred $426,000, $339,000, and $568,000, respectively, of expenses related to
these plans.

11. STOCK OPTION AND PURCHASE PLANS

During 1994, the Board of Directors approved a new plan ("1994 Plan"),
effective January 1, 1995, for which 1,000,000 shares of common stock were
reserved. The 1994 Plan was amended in October 1995 and April 1996 to reserve
additional shares of common stock for issuance under the 1994 Plan, bringing the
total shares of common stock reserved for issuance to 3,000,000. Options under
the 1994 Plan generally vest ratably over four years and expire ten years after
the date of grant. The Board of Directors, as of April 30, 1998, decided that no
further options would be granted under the 1994 plan. Under the 1994 Plan, there
were options to purchase 943,700, 1,201,667, and 1,253,876 shares of common
stock outstanding as of December 31, 2002, 2001, and 2000, respectively, of
which options to purchase 640,958, 861,990, and 784,020 shares of common stock
were exercisable as of December 31, 2002, 2001, and 2000, respectively.

The Company's 1996 Director Stock Option Plan ("1996 Plan") provides for
non-employee directors to receive options to purchase common stock of the
Company at an exercise price equal to the fair market value of the common stock
at the date of grant. Each option granted under the 1996 Plan is fully vested
immediately upon the option grant date and expires ten years from the grant
date. On May 23, 2000, the 1996 Plan was amended to increase the number of
shares of Common Stock reserved for issuance to 300,000. At December 31, 2002,
2001, and 2000, there were 85,000, 145,000, and 160,000 shares, respectively,
available for director option grants. There were options to purchase 200,000,
140,000, and 125,000 shares of common stock outstanding as of December 31, 2002,
2001, and 2000, respectively. All options outstanding were exercisable as of
December 31, 2002, 2001, and 2000, respectively.

During 1998, the Board of Directors approved the 1998 Stock Incentive Plan
("1998 Plan"), for which 1,500,000 shares of common stock were reserved for
issuance. On May 23, 2000, the number of reserved shares was increased by
500,000 and on May 24, 2001, the number of reserved shares was increased by
500,000 for a total of 2,500,000 shares. Generally, options under the 1998 Plan
vest ratably over four years and
43

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

expire ten years subsequent to the grant. Shares available for option grants
under the 1998 Plan were 438,140, 1,185,962, and 1,134,070 at December 31, 2002,
2001, and 2000, respectively. There were options to purchase 1,377,462,
1,305,497, and 859,680 shares of common stock outstanding at December 31, 2002,
2001, and 2000, respectively, of which options to purchase 613,744, 503,030, and
294,206 shares were exercisable.

In 1999, the Board of Directors approved the Company's 1999 Non-Officer
Employee Stock Incentive Plan ("1999 Plan") and reserved 1,250,000 shares of
common stock for issuance under the 1999 Plan. All of the Company's employees,
consultants, and advisors other than the Company's executive officers and
directors are eligible to participate in the 1999 Plan. Only non-statutory stock
options, restricted stock awards, and other stock-based awards may be granted
under the 1999 Plan. Shares available for option grants under the 1999 Plan were
536,726, 453,381, and 217,266 at December 31, 2002, 2001, and 2000,
respectively. There were options to purchase 408,570, 668,490, and 999,400
shares of common stock outstanding at December 31, 2002, 2001, and 2000,
respectively, of which options to purchase 255,608, 300,770 and 67,917 shares
were exercisable.

The following table summarizes stock option transactions for the years
ended December 31, 2002, 2001, and 2000.

The following table summarizes information about stock options outstanding
at December 31, 2002:

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

44

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company's 1996 Employee Stock Purchase Plan ("ESPP") permits employees
to purchase shares of common stock pursuant to payroll deductions at a price
equal to 85% of the fair market value of the Company's common stock on either
the first or last day of the purchase period, whichever is lower. The Company
has adopted semiannual purchase periods of October through March and April
through September. As of December 31, 2002, employees had deposited with the
Company, through payroll deductions, approximately $66,000 to purchase shares
through the ESPP at March 31, 2003. In May 2000, the ESPP was further amended to
increase the reserved shares from 400,000 to 600,000.

At December 31, 2002, 2001, and 2000, an aggregate of 4,090,000, 5,245,000,
and 4,968,000 shares, respectively, were reserved for issuance under the
Company's stock option plans and employee stock purchase plan.

STOCK-BASED COMPENSATION

The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees" ("APB 25"), and related
interpretations in accounting for its stock options. Under APB 25, because the
exercise price of employee stock options equals the market price of the
underlying stock on the date of grant, no compensation expense is recorded.

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

The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option-pricing model with the following weighted-average
assumptions used for grants in 2002, 2001, and 2000, respectively: dividend
yield of 0%; expected lives of five years; expected volatility of 59%, 58%, and
65%; and risk-free interest rate of 3.9%, 4.49%, and 6.6%. The weighted-average
fair value of options granted using this option-pricing model in 2002, 2001, and
2000 was $4.17, $2.47, and $3.26, respectively.

The fair value of each estimated stock grant under the employee stock
purchase plan is based on the price of the stock at the beginning of the
offering period using the Black-Scholes option-pricing model with the following
weighted average assumptions used for grants in 2002, 2001, and 2000,
respectively: dividend yield of 0%; expected volatility of 59%, 58%, and 65%;
risk-free interest rate of 2.27%, 5.39%, and 5.53% and expected lives of 6
months.

12. ACQUISITIONS

On November 15, 2001, the Company acquired substantially all of the assets
of Digital Visions ("DVI"), a division of Netzee, Inc. and assumed certain
liabilities, for $1.584 million. DVI delivers two major products
45

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

over the Internet to over 1,700 community financial institutions. The first is a
suite of bond accounting, interest rate analytic, and asset liability management
services under the brand name PortPro(R), which is primarily sold through dealer
banks and bond brokers. The second is a "Mall" of information services designed
to help retail and small business lending officers at these institutions.

The acquisition was accounted for as a purchase. The net assets and results
of operations of DVI have been included in the consolidated financial statements
from November 1, 2001. A summary of the purchase price allocation appears below.
The purchase price was allocated to tangible and intangible assets and
liabilities based on their fair market value on the date of the acquisition. The
fair value of acquired completed technology of $0.9 million was determined based
on the future cash flows method. The acquired completed technology is amortized
on a straight-line basis over 5 years, the estimated life of the product.

On January 15, 2002, the Company acquired the assets and business of
Real-Time USA, Inc. ("Real-Time"), a solution provider of sell-side fixed income
applications. Real-Time delivers a comprehensive suite of front-, mid-, and
back-office applications via Application Service Provider ("ASP") or license, to
commercial banks and broker-dealers throughout the United States. The
consideration for the deal was $3.9 million and the assumption of certain
liabilities by the Company, and a potential earn-out payment by the Company of
up to $1.17 million in cash if certain 2002 revenue targets were achieved. The
earn-out targets were not attained in 2002 and thus no payment was made. A
summary of the allocation of the purchase price appears below.

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

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

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

The acquisition was accounted for as a purchase. The net assets and results
of operations of DBC have been included in the consolidated financial statements
of the Company from November 1, 2002. The purchase price was first allocated to
tangible assets and liabilities based on their fair value on the date of the
acquisition. The fair value of acquired completed technology of $2.9 million was
determined based on the future cash flows

46

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

method. The acquired completed technology is amortized on a straight-line basis
over five years, the estimated life of the product. The remainder of the
purchase price was allocated to goodwill.

The following summarizes the allocation of the purchase price for the
Real-Time, DBC, and DVI acquisitions (in thousands):

13. COMMITMENTS AND CONTINGENCIES

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

14. RESTRUCTURING CHARGE

As a result of a review of its resource needs, the Company made the
decision to close several branches and eliminate redundant positions. The
restructuring charge incurred in connection with the branch closings and the
elimination of positions was $0.8 million for the year ended December 31, 2001.
The charge primarily consisted of severance pay for terminated employees,
ongoing lease commitments and fixed assets write-offs.

15. RELATED PARTY TRANSACTIONS

On May 1, 1998, the Company invested approximately $2.2 million in cash in
exchange for a 24% ownership interest in Caminus Corporation, a services and
software company serving the power and gas trading business. The Company also
entered into an exclusive distribution agreement which allows Caminus to sell
the Company's software products within energy-related markets over a five-year
period based on certain terms and conditions. Under this agreement, Caminus
purchased software for $750,000 in 1998, $1,250,000 in 1999, $750,000 in 2000,
$0 in 2001, and $0 in 2002.

In the fourth quarter of 1998, the Company sold its interest in Caminus for
$2,250,000 and obtained a warrant to purchase 4.5% of Caminus. In January 2000,
the Company exercised the warrant to purchase 277,052 shares of Caminus for $1.8
million. During 2000, 2001 and 2002 the Company sold 111,205, 135,000 and 30,847
shares, respectively, for realized gains of $2.3 million, $2.4 million and $0.5
million, respectively.

16. INTERNATIONAL SALES AND GEOGRAPHIC INFORMATION

The Company has adopted SFAS No. 131, "Disclosures about Segments of an
Enterprise and Related Information". There were no sales to any individual
customers during the years in the three-year period ended 2001 that represented
10% or more of net sales. The Company attributes net sales to an individual
country based upon location of the customer.

The Company manages its business primarily on a geographic basis. The
Company's reportable segments consist of the Americas and Europe. The European
segment includes European countries as well as the Middle East and Africa. Other
operating segments include Asia Pacific and Japan.

47

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

Long-lived assets by geography for the years ended December 31, were (in
thousands):

17. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED)

The first quarter of 2002 includes a $1.7 million pretax write-off of
purchased in-process research and development.

48

EXHIBIT INDEX

- ---------------

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

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