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, 2001

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 INCORPORATION (I.R.S. EMPLOYER IDENTIFICATION NO.)
OR ORGANIZATION)

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. [ ]

As of March 21, 2002, the aggregate market value of the Registrant's Common
Stock held by non-affiliates was approximately $124,130,000 based on the closing
sale price of $9.15 of the Registrant's Common Stock on the Nasdaq National
Market on such date.

As of March 21, 2002, 13,566,093 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, 2002.

SS&C TECHNOLOGIES, INC.

YEAR 2001 FORM 10-K ANNUAL REPORT

TABLE OF CONTENTS

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.

PTS, Macro Pricing, SKYLINE, PRO-JECT, HedgeWare, AdvisorWare, PortPro, BANC,
TradeDesk and TradePath are registered trademarks, SS&C, CAMRA, CAMRA, CAMRA XE,
XE for Asset Management, SKYLINE II, AdvisorWare, LMS, LMS SnapShots, Extend,
PTS, Capital Suite, Total Return, Antares, Antares XE, SS&C Debt & Derivatives,
Mabel, REMS, and Finesse are trademarks; and SS&C Direct, ASPplus, Center of
Excellence, and Straight-Thru Processing are service marks of either SS&C
Technologies, Inc., or one of its subsidiaries. All other trademarks or trade
names referred to in this Annual Report are the property of their respective
owners.

Page 1

PART I

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, and related services in five
vertical markets in the institutional investment marketplace:

1) financial institutions;

2) hedge funds and family offices;

3) institutional asset managers;

4) insurance entities and pension funds; and

5) real estate property managers.

The Company has developed 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. The Company provides products and services to more than 7,500
organizations worldwide.

INDUSTRY BACKGROUND

The institutional investment management marketplace comprises a variety of
enterprises and organizations. The Company classifies the markets it serves into
the five segments outlined above. Each of these industry segments operates in an
environment characterized by:

- rapidly changing market conditions;

- globalization requiring 24 x 7 x 365 solutions, service, and support;

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

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

- continually evolving regulatory requirements; and

- fierce competition.

Professionals throughout the global financial services industry must be able to
make timely and informed investment decisions reflecting global market
information about securities that are often far more complex than those
associated with traditional equity and debt instruments.

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.

The Company's primary objectives are to:

- Provide "Front-to-Back" solutions that deliver depth and breadth of
product offering for each of the markets served;

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- Facilitate connectivity among SS&C systems, and between SS&C systems and
third-party systems and information providers;

- Deliver web-enabled applications that permit clients to access their
information whenever they need it, wherever they need it;

- Increase recurring revenues as a percentage of total revenues;

- Pursue strategic acquisitions that further strengthen the Company's
leadership position in vertical market spaces, and drive revenues and
recurring revenues; and

- Closely manage expenses to deliver profitability and earnings per share.

COMPETITIVE ADVANTAGES

The Company maintains a competitive position in each of the markets it serves.
Moreover, within each vertical market and asset class, the Company offers a
"suite" of products and/or services to meet the needs of the enterprise. These
tools deliver a breadth and depth of functionality that afford the Company a
competitive advantage.

Since 1997, the Company has championed the concept 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. All of the Company's products support
connectivity, Internet delivery, and global timeframes.

Creating, maintaining, and marketing the Company's systems require not only
robust technology, but also a wealth of highly specialized knowledge and
expertise that comes from years of hands-on, "real-world" experience. SS&C calls
this knowledge and experience "Subject Matter Expertise," or SME. SS&C believes
its continual pursuit of SME distinguishes it from other technology vendors in
the vertical markets served.

The Company delivers solutions to clients in a number of ways: license,
outsource, ASP, or "blended" solutions. In this way, the Company allows clients
to take advantage of the Company's technology in the manner best suited to their
individual needs.

PRODUCTS AND SERVICES--LICENSED SOFTWARE, OUTSOURCING, ASP, AND "BLENDED"
SOLUTIONS

The Company offers a family of application software products and services
designed to address the requirements of professionals in the financial services
industry for flexible, scaleable, and secure analysis and reporting tools to
support automation of the investment process. The Company's family of software
products supports trading, accounting, reporting, and analysis requirements of a
broad range of users within financial organizations, including senior
executives, portfolio managers, actuaries, analysts, portfolio accountants, and
traders. Most of the Company's products are available via license, outsource,
ASP, or a "blended" solution incorporating two or more options (i.e., a client
may license a front-office system and outsource back-office functions, or other
combinations).

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The following chart summarizes the Company's principal products and services and
typical users:

The Company's licensed software applications are compatible with the Intel
Pentium family of processors and a wide range of popular topologies, protocols,
and network operating systems. Database engines supported include MS SQL Server,
Sybase, Pervasive SQL, Powerflex, and Universe.

The prices of the Company's software products vary depending upon the product
features included and, in the case of the Company's CAMRA and LMS products, on
the client's assets under management. The Company's Antares, Mabel system, and
SS&C Debt and Derivatives software is available for purchase by site or based on
the number of concurrent users. AdvisorWare and Total Return pricing is based on
a combination of sites, concurrent users and assets under management.
Outsourcing and ASP services are available on a monthly, fee-for-service basis.
The BANC Mall pricing is based on a per-usage basis.

TRADE ORDER MANAGEMENT, PORTFOLIO MANAGEMENT, INVESTMENT ACCOUNTING

AdvisorWare

AdvisorWare supports investment firms with sophisticated global investment,
trading and management concerns, and/or complex financial, tax, partnership, and
allocation reporting requirements. It delivers

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comprehensive multi-currency investment management, financial, contact
management and partnership accounting in a Straight-Through Processing (STP)
environment. Key features include:

- Interfaces with the Company's Antares product;

- A streamlined process flow that follows client workflow, and speeds data
retrieval, inquiry, and navigation;

- Complete and timely client reporting;

- Comprehensive general ledger capabilities;

- A flexible, powerful Windows-based client/server database;

- Contact management;

- Multi-tasking, point-and-click, and smart (context sensitive) look-ups,
linkages, and edits;

- Full-screen inquiry offers reporting flexibility, drill-down for extra
detail, and quick filters, and can be saved in spreadsheet or HTML
format; and

- Document Warehousing.

AdvisorWare provides for multiple modules that process a unified flow of
information, including communications, research, portfolio management, trading
and operations, as well as portfolio accounting, financial accounting, and tax
accounting. AdvisorWare features comprehensive report writing capabilities
across all modules; seamless integration with all Microsoft Office products; the
ability to retain multiple cost bases; an extensive user security system; and
multi-user, client/server, Microsoft Windows operating systems.

Altair

Altair is a new, "next-generation" 32-bit Windows client/server portfolio
management system offered by the Company's Netherlands-based Mabel subsidiary,
released in the first quarter of 2002. Altair software is a portfolio management
system designed for smaller-sized companies that are looking for a solution that
meets the local Benelux market requirements, offering more advanced
implementation options than a file server environment. Altair offers all of the
full functionality available in the Company's Mabel system, with the additional
capabilities of easier data entry, multi-tasking, flexibility, user-defined
toolbars and fields that are available in a 32-bit client/server Windows
environment. Altair offers full multi-currency, multi-language client reporting,
accrual and payment processing, general ledger accounting, forecasting,
performance analysis, and margin calculation with EURONEXT standards. Altair
also delivers tax reporting, government/STE reporting, and enhanced reporting
capabilities incorporating Crystal reports, a user-friendly, Windows-based
client reporting tool that enables the user to export reports to HTML and
Microsoft Excel formats. Altair is targeted to asset managers, stockbrokers,
custodians, banks, pension funds, and insurance companies, and supports a full
range of financial instruments, including: stocks, bonds, collateralized loans,
warrants, rights, convertibles, options, futures, interest rate swaps, real
estate, currency swaps, term deposits, floating loans, and mortgages. Like the
Company's Mabel system, Altair's functionality includes accounting and
performance measurement consistent with the Association for Investment
Management and Research (AIMR) standards, net asset value calculations for
mutual funds, local regulations including reclaimable withholding tax,
accounting of cash (capital and earnings separated), and has a separate
shareholders-register module. Altair also provides support for stock brokering
and custodial services. Altair automatically maps data to and from messages in
the S.W.I.F.T. (Society for Worldwide Interbank Financial Communications)
format, and supports interfaces to Antares, KAS Bank/EURONEXT, GL Trade,
MarketMatch, WM/Statpro, Telekurs, Reuters, Bloomberg, Stockdata, and export to
General Ledger programs including Exact, FinFact, Decade, Coda, Oracle
Financial, and JD Edwards.

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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 also offers pre-trade compliance, "what-if" analysis, and
Financial Information Exchange (FIX) connectivity. Modeling scenarios, including
trader-defined formulas, can be customized and stored in a familiar spreadsheet
environment. Antares is designed to transfer data seamlessly from modeling
scenarios to trade orders. With Antares, trades can be managed in the multiple
steps of trade ordering, order filling, and trade approval, or can be recorded
in a single step. Antares can also allocate trades across accounts at any step
in the process.

Trade blotters in Antares can be customized depending on client, product type,
or trader. Full position accounting is provided across all types of securities.
Antares also accepts real-time pricing updates and can display real-time
positions and profit and loss statements. Portfolio rebalancing can be set to
occur automatically. As Antares uses an open relational database, customized
reporting is supported through its own report writing facilities, or through
other third-party reporting tools. Antares also includes functionality to
automate the processing of options, futures, and forward currency contracts.

For some financial institutions, the Antares trading system may serve as a
comprehensive, stand-alone investment management system. For financial
institutions with more accounting and historical reporting requirements, Antares
may serve as the front-end trading system which can be connected to a
back-office solution composed of CAMRA, Total Return, AdvisorWare, or other
portfolio management investment accounting systems.

Antares XE

Antares XE is the trade order management component to the Company's recently
released XE for Asset Management platform. This platform incorporates
Microsoft's DNAfs architecture and development strategy, and uses XML-based
messaging and workflow technology for processing trade order and allocation data
from outside sources as well as within the SS&C application environment.

Aurora

Aurora is the Company's fully integrated front, middle, and back-office solution
incorporating the Company's proprietary XE messaging technology with the
Company's Antares and Altair systems. Aurora is marketed in Europe. Aurora
combines the Company's Antares front office trade order management system with
its Altair back office functionality for a straight-through processing solution,
incorporating trade order management, pre-trade compliance and modeling with
secure communications using Microsoft Queuing technology, automatic
system-to-system data delivery, and fault tolerance, in a solution specifically
tailored for the European market.

CAMRA

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

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. The product accounts for 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. In addition to storing transactions and holdings
data on securities, cash, and foreign exchange forward contracts,

CAMRA stores data on custodians, brokers and broker budgets, analytical
information, general ledger entries, alternative accounting basis, tax
information, and other aspects of the investment operation. To facilitate
further automation of the storage and access of such extensive data, the Company
has developed
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interface capabilities for smooth information exchange with custodian banks,
data providers, and analytic data services.

Other CAMRA features include:

Comprehensive Accounting and Reporting Capabilities. CAMRA supports four
accounting bases--GAAP, statutory, management, and tax -- plus multiple
alternative accrual methods, multiple sales methods, average cost or tax lot
accounting, and multiple amortization methods.

Support of Trading Transactions. CAMRA supports a wide variety of transactions,
including buy and sell, short and cover, swap, put, call, redemption, return of
capital, settlement, account transfer, and portfolio transfer. Authorized users
record all transactions on a real-time basis, permitting immediate
enterprise-wide access to the most current portfolio information.

Multi-currency Processing. CAMRA automatically calculates transaction and
translation values in accordance with applicable accounting and industry
conventions, supports calculation of market, accounting, and foreign exchange
gains and losses, and provides a full foreign exchange trading capability with
forward pricing, while taking into account such critical parameters as global
calendars (with weekends and holidays defined by countries), multiple-based
currencies, and required rounding techniques.

Regulatory Compliance. CAMRA includes standard reports to meet the annual and
quarterly regulatory reporting requirements of insurance organizations as
promulgated by the National Association of Insurance Commissioners (NAIC). CAMRA
also supports regulatory reporting requirements of various other regulatory
agencies such as the Securities and Exchange Commission and the Office of the
Comptroller of the Currency.

Integrated Modules. CAMRA is designed to facilitate seamless integration with
its software modules. Modules to CAMRA are available for performance measurement
using computations consistent with Association for Investment Management and
Research (AIMR) standards, pre- and post-trade compliance monitoring, net asset
value computations for mutual funds, optimization of trading in mortgage-backed
securities on a to-be-announced (TBA) basis, client fee billing, and interfacing
with various products including Bloomberg Trade Book, Open Bloomberg,
Interactive Data Corporation, and other analytic data services.

CAMRA XE

SS&C's CAMRA XE is the portfolio management and accounting component of the
Company's recently introduced XE for Asset Management platform. This platform
incorporates Microsoft's DNAfs architecture and development strategy, and uses
XML-based messaging and workflow technology for processing trade order and
allocation data from outside sources as well as within the SS&C application
environment.

Lightning

Lightning is a full-service ASP solution supporting the front office, middle
office, 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 is a suite of "best-of-breed"
products and services in a comprehensive straight-through-processing solution.
Lightning has a robust middleware and message router system that keeps
applications continuously in sync with one another. The product uses a
customizable set of alerts and alarms that allows clients to route transactions
for approval or for notification.

Lightning's front office TradeDesk module provides ticket entry, confirmation,
access to offerings, and comprehensive customer information and holdings.
TradeDesk simplifies offering distribution, order flow management, and position
risk evaluation, and provides performance measurement, compliance monitoring,
and real-time risk measurement.

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Lightning's TradePath module provides a seamless gateway to the Bloomberg
Trading System. It also provides a back office interface for transaction
processing. TradePath maintains a mirror of the Bloomberg positions and captures
Bloomberg trades in real time. A powerful repair queue eliminates manual
processing by automatically correcting profit-and-loss adjustments. TradeDesk
also provides middle-office capabilities including: trade order routing, repair
queue, alerts and alarms; a back-office interface to facilitate straight-through
trade processing; management review of sales production by product, salesperson,
or trading desk; on-line review of positions, limits, and hedge total from an
overall desk view or individual trader perspective; immediate routing of trades
to clearing/custody/settlement systems; and customer and security/CUSIP master
review and completion.

Lightning's back-office capabilities include safekeeping, portfolio accounting,
analytics, and asset liability management. Lightning provides full regulatory
reporting and books and records for various regulatory regimes.

Mabel

Mabel is a portfolio management system offered by the Company's
Netherlands-based Mabel subsidiary that is used by clients throughout Europe and
the Caribbean. Mabel software is a portfolio management system designed for
smaller-sized companies who are looking for a solution that meets the local
Benelux market requirements and require a range of functionality. The system is
available in both Dutch and English language. Primarily, Mabel is used by asset
managers, stockbrokers, custodians, banks, pension funds, and insurance
companies. Mabel supports a full range of financial instruments: stocks, bonds,
collateralized loans, warrants, rights, convertibles, options, futures, interest
rate swaps, real estate, currency swaps, term deposits, floating loans, and
mortgages. Mabel's functionality includes accounting and reporting, performance
measurement consistent with the Association for Investment Management and
Research (AIMR) standards, net asset value calculations for mutual funds, local
regulations including reclaimable withholding tax, accounting of cash (capital
and earnings separated), and has a separate shareholders-register module, Mabel
also provides support for stock brokering and custodial services. The Mabel
system is designed to automatically map data to and from messages in the
S.W.I.F.T. (Society for Worldwide Interbank Financial Communications) format.

PortPro

The Company's PortPro line of Internet-based information tools is designed to
help financial institutions effectively measure, analyze, and manage balance
sheets and investment portfolios. PortPro includes bond accounting, interest
rate risk monitoring, investment portfolio analytics, and asset/liability
management tools, available via secure Internet delivery. PortPro is available
on an ASP basis.

PortPro Bond Accounting enables users to manage bond portfolios and provides
accurate accounting and performance results, and reports. PortPro Analytics
allows users to manage their investment portfolios by providing performance and
risk analysis, including interest rate risk reporting, pre-purchase and swap
analysis tools, and stress testing, among other features.

SS&C Debt & Derivatives

SS&C Debt & Derivatives is a comprehensive financial application software
package designed to process and analyze all activities related to derivative and
debt portfolios. SS&C Debt & Derivatives supports the following derivative
instruments: supported include swaps; caps/floors/collars; Forward Rate
Agreements, equity swaps, equity options, interest bearing debt, discounted
debt, futures, options, foreign exchange, spot/forwards, and bond forwards. The
SS&C Debt & Derivatives system also provides extensive management and regulatory
reporting capability.

Total Return

Total Return is a portfolio management and partnership accounting system
oriented toward the hedge fund and private wealth markets. It is a
multi-currency system which is designed to provide securities
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accounting and reporting for businesses with high transaction volumes.
Partnership accounting, including the generation of tax forms 1065 and K-1, are
provided through Total Return's TR1065 module. Total Return also incorporates a
comprehensive general ledger. Performance measurement using computations
consistent with AIMR standards is also provided through a module to the system.
Other modules to Total Return provide for tax reporting and trust reporting.
Total Return also has interfaces with brokers, pricing services, data services,
and front-end trading systems.

TradeDesk

TradeDesk is a comprehensive paperless trading system that automates front- and
mid-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.
TradeDesk simplifies trading details such as offering distribution, order flow
management, and position risk evaluation. Clients benefit from immediate
performance measurement, effective compliance monitoring, real-time risk
measurement, and cost savings from straight-through processing. TradeDesk also
provides: customized views (e.g., traders, sales, and funding desk); the
TradePath Bloomberg Gateway; remote entry via the Internet; "drag & drop" deal
capture; position and order management; cost of carry and profit-and-loss; and
customer holdings, suitability and credit risk. TradeDesk is available on an ASP
basis.

ASSET/LIABILITY MANAGEMENT

PTS

PTS provides an economic model of insurance assets and liabilities, generating
option-adjusted cash flows to reflect the complex sets of options and covenants
frequently encountered in insurance contracts or comparable agreements. PTS
includes the following features:

Large-Scale Corporate Simulation Models. The Company and certain significant
clients have implemented a number of complex models of whole-company financial
performance. Unlike simpler systems, PTS 2000 maintains an internal architecture
patterned after the structure of insurance companies themselves, making
full-scale corporate models practical. Such corporate models are used to
facilitate capital structure decisions, revealing and measuring overall
financial performance, and guiding overall risk management practice.

Option Pricing. The PTS option-pricing model provides option-adjusted valuation
of assets and liabilities under a consistent conceptual framework. The PTS
option-pricing model explicitly considers interest-sensitive embedded options,
providing valid interest rate risk analysis by using price behavior curves that
graphically depict asset/liability performance over shifts in the interest rate
term structure.

Macro Pricing. The Company's proprietary Macro-Pricing algorithm recognizes the
complex relationships within contemporary financial intermediaries and provides
a matrix of possible product and production quota options in conformity with the
profit expectations of the client.

PortPro PALMS

Developed exclusively for the Internet, PortPro PALMS is an asset/liability
management service that enables users to perform detailed balance sheet
analysis, review reports, and perform simulations (e.g., adding products,
changing existing products). PortPro PALMS imports asset information from the
client's loan, deposit, and investment systems without data entry, and enables
clients to evaluate the impact of a specific asset or liability on their balance
sheets. Features supported include: projected income at risk, market value at
risk, historical performance analysis, historical income analysis, balance sheet
composition, balance sheet supporting data. PortPro PALMS is part of the PortPro
family of services that delivers portfolio accounting, analytics, and risk
management tools over the Internet to community banks and credit unions. PortPro
PALMS is available on an ASP basis.

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DYNAMIC FINANCIAL ANALYSIS

Finesse

Finesse is a dynamic financial analysis (DFA) tool, designed and developed in
cooperation with Ernst & Young LLP, to perform the following functions:

- Model operating results;

- Gauge the effects of reinsurance and 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 strategic planning.

Finesse generates iterative computer-simulated scenarios in response to events
that may have an impact on a client's business. The results of this iterative
process are stored in Finesse's "virtual general ledger," which mimics the
financial accounting that would occur if these scenarios were to occur. All
simulated results are recorded and can be easily viewed on Finesse's "graphical
palette," an on-line facility that visually depicts the likely occurrence of one
or more specific events.

LOAN MANAGEMENT, LENDING AND LEASING

LMS

LMS enables mortgage professionals to process, analyze, and report on a
comprehensive basis information regarding their mortgage loan portfolios. LMS is
a 32-bit, multi-user, integrated solution operating on a client/server platform,
which eliminates the need for separate, independent systems within the mortgage
loan area. LMS, which can be integrated with data stored in the Company's CAMRA
and PTS products, provides the following features:

Application and Commitment Processing. LMS supports the processing of
commercial and residential mortgage loans, providing on-line access to critical
evaluative information, including credit history, appraisals, ratio, broker
information, duration, convexity, average life and discounted cash flow
valuation, permitting loan recommendations to be generated quickly,
consistently, and easily.

Accounting and Servicing Support. LMS supports accurate and consistent
servicing of loans, including general ledger entries at the sub-portfolio level,
with a direct interface to the corporate general ledger. LMS also maintains
appraisals and operating statements at the proper level to support loan and
portfolio management.

Comprehensive Reports. LMS generates and supports a wide range of accounting,
servicing, and management reports. All reports can be viewed on-line, downloaded
or printed.

Real Estate Owned ("REO"). LMS provides a smooth transition from a loan to an
equity asset, establishes/monitors budgets, maintains depreciation records and
processes REO-specific transactions.

Executive Summary. LMS SnapShots captures a comprehensive overview of a
selected portfolio, making essential information immediately available. LMS
SnapShots also exports into Microsoft Excel or Lotus.

Interested Party Directory. LMS's Interested Party Directory serves as a common
source for all business entities, providing comprehensive borrower financial
exposure analysis, relationship tracking, and business functionality exposure.

Extend. LMS's Extend utility allows users to customize their databases by
creating screens and database fields to enter, review, and report information.
It attaches to more than 25 areas of the system.

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Imaging and Mapping. LMS enables users to attach image files to multiple areas
of the system for document and collateral imaging and tracking, and plots
properties onto on-line geographic maps, facilitating analyses at both a general
and a property-specific detailed level.

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-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, including Trans Union, Equifax, and Paragon. The BANC Mall is
structured around three information centers: Research; Lending; and Leasing. The
BANC Mall is available on an ASP basis.

The BANC Mall's Research Center brings many resources to the desktop, including:
Commercial Business Information Reports; Credit Reports; U.S. Company
Information; Worldwide Company Information; Business Research & News; Management
& Marketing Research; LEXIS(R)--NEXIS(R) Case Law; Patents, Trademarks, &
Copyrights; Newspapers; and Biographies & Government. The BANC Mall's Loan
Center provides accurate and timely online information for loan officers and
loan administrators, including credit evaluations and collateral valuation
services. Clients can access all sources of information through the BANC Mall's
Web Portal. The BANC Mall's Leasing Center, also known as CapitalClick, is
available to community financial institutions and enables clients to offer
equipment leasing to commercial customers on a referral basis.

REAL ESTATE EQUITY MANAGEMENT

PRO-JECT

PRO-JECT is property valuation software that calculates the value of any
combination of office, industrial, retail, apartment, and mixed-use property
types. It can perform sophisticated sensitivity analysis on property
assumptions, and produce detailed reports such as present value and consolidated
cash flow reports.

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. SKYLINE II helps users make
decisions, report status, manage cash flows, and service accounts. SKYLINE II
manages all aspects of office/industrial, residential, and retail properties,
even those that are decentralized geographically. Functionality includes
comprehensive property management for multiple properties and multiple
geographic locations, general ledger, cash management and automated billing with
a full security audit trail.

APPLICATION SERVICE PROVIDER/BUSINESS PROCESS OUTSOURCING (ASP/BPO) SERVICES

As discussed previously, most of the Company's products are available via
license, outsource, ASP, or "blended" solutions. Several of the Company's
product offerings are available via ASP only. Clients looking to outsource
investment accounting operations, or for a blended solutions work with SS&C
Direct.

SS&C Direct

For those clients seeking an Application Service Provider/Business Process
Outsourcing (ASP/BPO) solution for portfolio accounting, reporting, and analysis
functions, the Company provides comprehensive ASP/BPO services through its SS&C
Direct operating unit. SS&C Direct's ASPplus service includes: hosting of the
Company's application software; automated workflow integration; automated
quality control

Page 11

mechanisms; and extensive interface and connectivity services to custodian
banks, data service providers, depositories, and other external entities. The
Outsourced Investment Accounting Services option includes comprehensive
investment accounting and investment operations services for sophisticated,
global organizations. Clients also can access CapitalSuite, the Company's Web
Portal, to obtain front-end trade order management integrated with back-office
accounting and operations, Internet-based XML workflow, risk analysis, external
data and news feeds, and data access and reporting via a Web browser. As of
December 31, 2001, SS&C Direct supported 60 clients with approximately $60
billion in assets for both its ASP and Outsourced Investment Accounting
Services.

ASP-Only

The following products and services are available on an ASP basis only:
Lightning, PortPro, PortPro PALMS, 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. The Company markets these
products to these smaller institutions directly, and to the larger regional
banks, indirectly, through strategic alliances.

CONSULTING SERVICES

Building upon the capability and flexibility of its software products, the
Company offers a range of professional services to assist clients in
implementing the Company's software products and meeting their portfolio
management needs. To facilitate successful product implementation, the Company's
consultants assist clients with initial installation of a system, conversion of
the client's historical data, and ongoing training and support. The Company's
team works closely with the client to ensure smooth transition and operation of
SS&C systems. The Company believes its commitment of dedicated professionals to
facilitate the transition process strengthens its relationship with the client,
provides the Company with valuable information regarding client requirements,
and offers the opportunity for sales of additional Company products and services
to the client. The Company's 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, and banking industries. The Company believes
its commitment to professional services facilitates the adoption of the
Company's software products across its target markets.

PRODUCT SUPPORT

The Company believes its high level of service and support is critical to its
success and is an important competitive advantage. Further, the Company believes
a close and active service and support relationship is important to enhancing
client satisfaction and provides the Company with important information
regarding evolving client requirements. The Company provides each of its
significant clients with a dedicated client support team, organized by industry
and function, whose primary responsibility is to resolve questions and concerns.
In addition, the Company provides direct telephone support during extended
business hours. Additional hours are available during peak periods, and the
Company uses the Internet, electronic bulletin boards, and other forms of
electronic data distribution to provide clients with the latest information
regarding its products. The Company uses Applix technology to log and track
issues and questions, and Webex for on-line diagnostics. The Company also
provides periodic maintenance releases of licensed software to its clients, as
well as regulatory updates (generally during the fourth quarter), to clients to
meet industry reporting obligations and other processing requirements as they
evolve. The Company's service and support activities are supplemented by
comprehensive training, including a comprehensive Center of Excellence client
certification program, which provides certification classes in the Company's
products.

CLIENTS

The Company's clients include a wide range of institutional investment
enterprises and other organizations that require a full range of information
management and analysis, accounting, actuarial, reporting, and
Page 12

compliance software on a timely and flexible basis. Clients include financial
institutions, hedge funds and family offices, institutional asset managers,
insurance companies and pension funds, and real estate asset managers. The
Company provides products and services to more than 7,500 organizations
worldwide.

SALES AND MARKETING

The Company 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,
and the extensive regulatory and reporting requirements faced by its clients.
The Company's dedicated direct sales and support staff, which is supplemented by
extensive ongoing product and sales training, is organized by business unit and
situated in the Company's various sales offices. The Company also uses
telemarketing to support sales of its real estate equity products.

The Company's marketing personnel are responsible for 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, 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; RESEARCH AND DEVELOPMENT; BACKLOG

The Company believes it must introduce new products and features into the market
on a regular basis to maintain its competitive advantage. To meet these goals,
the Company uses multidisciplinary teams of highly trained finance, accounting,
mathematical, actuarial, software, and investment personnel, and has invested
heavily in developing a comprehensive product analysis process to meet rigorous
requirements for product functionality and quality across its target markets.

The Company's research and development engineers work closely with the Company's
marketing and support personnel to assure 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.

Although the Company historically has met its scheduled dates for product
releases and enhancements, software development is characterized by
unanticipated delays, and there can be no assurance that the Company will be
able to meet future scheduled release dates as planned. Further, there can be no
assurance that the Company's new product releases and product enhancements will
adequately address the needs of the marketplace or will not contain "bugs" which
could cause delays in product introduction or shipments or, if discovered in the
future, require modification of the Company's products.

Backlog is not a significant factor in the Company's business.

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,
many of which serve only their respective local markets or specific customer
types, and much of the Company's competition stems from information systems or
timesharing services developed and serviced internally by the MIS departments of
financial services firms. The Company currently faces direct competition in
various segments of the financial services industry from: Advent Software, Inc.,
Accenture, Capital Management Sciences, Decalog, DST International, Eagle
Development, EDS, Ernst & Young, Financial Models Company, IMS, Integrated
Decision Systems, Investment Technology Group, Merrin, Princeton Financial
Systems, Security APL, Sungard Data Systems, State Street Bank, Thomson
Financial Services, Tillinghast, and UNISYS.

Page 13

The Company believes none of its competitors currently competes 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 future competitors have
significantly greater financial, technical, and marketing resources, generate
higher revenues, and have greater name recognition than does the Company. 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.

The Company believes the principal competitive factors in its industry include
product performance and functionality, ease of use, scalability, ability to
integrate external data sources and processing systems, product and company
reputation, client service and support, and price. Although the Company believes
it currently competes effectively with respect to such factors, there can be no
assurance that the Company will be able to maintain its competitive position
against current and potential competitors.

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 as both
a trade secret and an unpublished copyrighted work. In addition, 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 protection may be unavailable or limited in
certain foreign countries.

Because the software development industry is characterized by rapid
technological change, the Company believes factors such as 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, 2001, the Company had 351 full-time employees, consisting of
88 employees in research and development, 99 employees in consulting and
services, 69 employees in sales and marketing, 55 employees in client support,
and 40 employees in finance and administration. Of the total, 55 employees are
in the Company's international operations. None of the Company's employees is
covered by any collective bargaining agreements. In the opinion of management,
the Company has a good relationship with its employees. The future success of
the Company will depend upon its ability to attract and retain qualified
personnel. Competition for such personnel is often intense, and there can be no
assurance that the Company will be able to attract and retain adequate numbers
of qualified personnel in the future.

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.

Page 14

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

Anthony R. Guarascio has served as the Senior Vice President, Chief Financial
Officer of the Company since October 1998. Prior to joining the Company, Mr.
Guarascio served as Vice President, Finance and Administration and Chief
Financial Officer for Executone Information Systems, Inc., a company
specializing in integrated voice and data communications, from January 1994 to
September 1998. From January 1990 to January 1994, Mr. Guarascio was Vice
President and Corporate Controller for Executone.

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 "Offering").

Page 15

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 56 stockholders of record of the Company's Common Stock as of March
20, 2002. 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.

The Company has never declared or paid any cash dividends on its capital stock.
The Company currently intends to retain 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.

The following information relates to the use of proceeds from the Offering.

The effective date of the Company's Registration Statement on Form S-1 (File No.
333-3094) (the "Registration Statement") relating to the Offering, for which the
following use of proceeds information is being disclosed, was May 30, 1996.

From the effective date of the Registration Statement through December 31, 2001,
the Company has used the net offering proceeds to the Company as follows (in
thousands):

Corporate move and equipment purchases $16,836
Acquisition of other businesses 6,917
Repayment of indebtedness 3,538
Purchase of Common Stock for Treasury 8,003
Working capital 17,506
-------
Total $52,800

All of the above-listed payments were direct or indirect payments to persons
other than: directors, officers, general partners of the Company or their
associates; persons owning ten percent or more of any class of equity securities
of the Company; or affiliates of the Company.

Page 16

ITEM 6. SELECTED FINANCIAL DATA

- ---------------
(1) On November 15, 2001, the Company acquired Digital Visions (DVI), a division
of Netzee Inc., for $1.35 million in cash and the assumption of certain
liabilities.

(2) On March 11, 1999, the Company acquired all of the outstanding stock of
HedgeWare, Inc. ("HedgeWare") for 685,683 shares of the Company's common
stock 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. See Notes
2 and 12 of Notes to the Company's Consolidated Financial Statements.

(3) On March 20, 1998, the Company purchased substantially all of the assets of
Quantra Corporation for an aggregate purchase price of 546,019 shares of the
Company's Common Stock, $2.3 million in cash and the assumption of certain
liabilities of approximately $4.1 million. On April 9, 1998, the Company
purchased all the stock of Savid International Inc. and The Savid Group,
Inc. for a purchase price of $861,000. See Notes 2 and 12 of Notes to the
Company's Consolidated Financial Statements.

(4) On November 14, 1997, the Company purchased all the stock of Mabel Systems
BV for $2.5 million. On December 31, 1997, the Company purchased all the
outstanding stock of Shepro Braun Systems, Inc. for 1.0 million shares of
the Company's Common Stock 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. See Notes 2 and 12 of Notes to the Company's Consolidated
Financial Statements.

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

Page 17

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, its observance 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.

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.
SOP 97-2 requires that revenues 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 client support, installation, or training. The Company defers
revenues from the transaction fee equivalent to the fair value of the
undelivered elements. The determination of fair value is based upon
vendor-specific objective evidence. The Company occasionally enters into
software license agreements requiring significant customization. The Company
accounts for these agreements on the percentage-of-completion basis and 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. Material differences may result in the amount and timing of the
Company's revenues for any period if management made different judgments or
utilized different estimates.

The Company recognizes revenues for maintenance services ratably over the
contract term. The Company's consulting, training, and outsourcing services are
generally billed based on hourly rates, and the Company generally recognizes
revenues over the period during which the applicable services are performed.

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. The Company's accounts receivable
balance was $8.9 million, net of allowance for doubtful accounts of $1.0
million, as of December 31, 2001. 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.

Income Taxes. As of December 31, 2001, the Company had net deferred tax assets
of $9.1 million. 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. Management evaluates the realizability of the deferred
tax assets quarterly and assesses the need for additional valuation allowances
quarterly. Such estimates require significant judgment on the part of the
Company's management. In addition, management evaluates the need to provide
additional tax provisions for adjustments proposed by taxing authorities.

OVERVIEW OF 2001

In 2001, the Company accomplished three primary objectives: to further increase
recurring revenues as a percent of total revenues, to enhance profitability and
earnings per share by aggressively managing expenses, and to enter a new
vertical market, "financial institutions," through the acquisition of Digital
Page 18

Visions in November 2001. Recurring revenues include maintenance and outsourcing
revenues. Over the last several years, much of the Company's efforts to increase
recurring revenues has 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. At year-end 2001,
recurring revenues represented 59.4% of total revenues, as compared with 53.1%
in 2000 and 43.2% in 1999. Also during 2001, the Company continued to follow
through on efforts initiated in 2000 to reduce expenses. In 2001, the Company
reduced expenses by 14% versus the prior year and by more than 40% versus 1999.

As a result of these initiatives, the Company reported revenue of $55.7 million,
net income of $4.0 million and $0.27 diluted earnings per common share. The
Company ended 2001 with cash and cash equivalents and marketable securities of
$59.5 million after investing in capital expenditures, acquisitions and
repurchases of shares.

The acquisition of Digital Visions has had an immediate impact on the Company's
recurring revenues and places the Company in a leadership position in the
banking and credit union markets. Digital Visions markets a line of bond
accounting, interest rate analytic, and asset liability management services
under the brand name "PortPro". It also markets a "Mall" of information services
to retail and small business lending officers at these institutions. As a
subsequent event, in January 2002 the Company acquired Real-Time USA, Inc., a
provider of front-, mid- and back-office applications via ASP or license to
commercial banks and broker dealers throughout the United States. The two
acquisitions combined present immediate opportunities with "Lightning," a
capital markets fixed-income trading, analytics, and portfolio management system
the two organizations had been co-marketing prior to the acquisitions.

Supporting the Company's continued belief that its shares are undervalued, on
May 24 2001, the Company's Board of Directors authorized the continued
repurchase of shares of the Company's common stock, up to an additional
expenditure of $20 million. In 2001, the Company repurchased 376,400 shares of
its common stock for a total of $2.3 million. Including the stock repurchase
program begun on May 23, 2000 and completed on May 23, 2001, the Company has
purchased a total of 1.4 million shares for approximately $8.0 million.

Years Ended December 31, 1999, 2000, and 2001

Revenues

The Company's revenues are derived from software licenses, related maintenance
and professional services and outsourcing services provided by the SS&C Direct
and Digital Visions operating units. Net revenues were $65.7 million, $60.0
million and $55.7 million in 1999, 2000 and 2001, respectively, representing
decreases of 8.7% from 1999 to 2000 and 7.2% from 2000 to 2001. The decrease in
revenues from 1999 to 2000 of $5.7 million was due to a decrease in professional
services and license revenues offset by increases in outsourcing and maintenance
revenues. The decrease in revenues from 2000 to 2001 of $4.3 million was due to
a decrease in professional services and license revenues and offset by increases
in outsourcing and maintenance revenues.

Software Licenses. Software license revenues decreased 11% from $18.7 million
in 1999 to $16.6 million in 2000, and decreased 8% to $15.3 million in 2001. The
decrease from 1999 to 2000 of $2.1 million was mainly due to a decrease in sales
of LMS, CAMRA, and AdvisorWare offset by an increase in sales of Antares and
SKYLINE. The decrease from 2000 to 2001 of $1.3 million was mainly due to a
decrease in sales of Mabel and Antares offset by increases in sales of the
CAMRA, Total Return, and PTS products. The lower license revenues in 2000 and
2001 are mainly due to a reduction in demand from large enterprise system
clients. Product revenue results will vary depending on the timing, size and
nature of the Company's license transactions.

Maintenance. Maintenance revenues increased 2% from $25.7 million in 1999 to
$26.2 million in 2000, and increased 2% to $26.7 million in 2001. The increase
in maintenance revenues from 1999 to 2000 of $0.5 million was primarily due to
an increase in the installed base of CAMRA clients offset by a decrease

Page 19

in maintenance revenue from discontinued software products. The increase in
maintenance revenues from 2000 to 2001 of $0.5 million was primarily due to
higher average annual maintenance fees.

Professional Services. Professional services revenues decreased 38% from $18.6
million in 1999 to $11.5 million in 2000, and decreased 36% to $7.4 million in
2001. The decreases in both 2000 and 2001 were primarily due to decreased
license revenues and the subsequent 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.

Outsourcing. Outsourcing revenues increased 108% from $2.7 million in 1999 to
$5.6 million in 2000, and increased 13% to $6.3 million in 2001. The increases
in both 2000 and 2001 were primarily due to increased demand by customers for
outsourcing services provided by SS&C Direct as an alternative to license
purchases. The acquisition of Digital Visions in November 2001 also contributed
to the growth in outsourcing revenue.

Cost of Revenues

The total cost of revenues decreased 17% from $27.8 million in 1999 to $23.0
million in 2000, and decreased 15% to $19.6 million in 2001. The gross margin
increased from 58% in 1999 to 62% in 2000, and increased to 65% in 2001. The
increase in gross margins from 1999 to 2000 was primarily due to the lower cost
of software licenses. The increase in gross margins from 2000 to 2001 was
primarily due to lower outsourcing costs.

Cost of Software Licenses. Cost of software license revenues consists primarily
of amortization expense of completed technology, royalties, the costs of product
media, packaging, and documentation. The cost of software license revenues
decreased from $4.2 million in 1999 to $1.0 million in 2000, and decreased to
$0.7 million in 2001. The cost of software license revenues as a percentage of
these revenues was 22%, 6%, and 5% in 1999, 2000, and 2001, respectively. The
decrease in costs in 2000 was primarily due to the reduction in amortization of
completed technology. The amortization for completed technology, which was
related to the acquisition of Quantra in March 1998, ended in the fourth quarter
of 1999. The decrease in costs from 2000 to 2001 was primarily due to the
amortization expense of completed technology related to the acquisition of Savid
in April 1998, which was completed in 2000.

Cost of Maintenance Revenue. Cost of maintenance revenues primarily consists of
technical customer support and the engineering costs associated with product and
regulatory updates. These costs increased from $5.9 million in 1999 to $6.5
million in 2000, and increased to $6.8 million in 2001. The dollar increase in
costs from 1999 to 2000 was primarily due to the Company's investment in
information systems and facilities to support a larger customer base. The dollar
increase in costs from 2000 to 2001 was primarily due to higher
personnel-related costs.

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.
These costs decreased from $14.1 million in 1999 to $9.0 million in 2000, and
decreased to $6.2 million in 2001. In 2000 and 2001, the Company significantly
reduced its professional consulting organization due to the decrease in demand
for the Company's implementation services which was a result of the lower
license revenues as compared to the preceding years.

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 increased from $3.6 million in 1999 to
$6.5 million in 2000 and decreased to $5.9 million in 2001, representing 132%,
116%, and 93% of outsourcing revenues in those years, respectively. The dollar
increase in costs in 2000 was due to the expansion of the Company's outsourcing
resources, including personnel and infrastructure. The dollar decrease in costs
in 2001 was primarily due to lower personnel related costs as a result of
improved operational efficiencies. The Company expects that the outsourcing
costs as a

Page 20

percentage of the outsourcing revenue will continue to be high as the Company
invests substantial resources in this area.

Operating Expenses

Selling and Marketing. Selling and marketing expenses consist primarily of the
cost of personnel 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
decreased 32% from $18.2 million in 1999 to $12.3 million in 2000, and decreased
8% to $11.4 million in 2001, representing 28%, 21%, and 20%, respectively, of
total revenues in those years. In 2000, the Company took actions to reduce its
selling and marketing costs. The decreases in selling and marketing expenses
were primarily in support personnel costs, advertising, and promotional
expenses. The dollar decrease in selling and marketing expenses in 2001 was
primarily in advertising and promotion costs as the Company found more efficient
methods of delivering product promotional information to the market. The Company
instituted an E-Marketing strategy which is designed to provide information
about key issues in the marketplace and SS&C product information to clients and
prospects.

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
decreased 24% from $18.7 million in 1999 to $14.2 million in 2000, and decreased
21% to $11.3 million in 2001, representing 28%, 24%, and 20%, respectively, of
total revenues in those years. The dollar decreases in research and development
expenses in 2000 and 2001 were 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, information
management, human resources, and administration and associated overhead costs,
as well as fees for professional services. General and administrative expenses
decreased 9% from $13.8 million in 1999 to $12.6 million in 2000, and decreased
20% to $10.0 million in 2001, representing 21%, 21%, and 18%, respectively, of
total revenues in those years. 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. The expense decrease in general and
administrative expenses in 2000, after adjusting for the acquisition payments of
$2.0 million, was 23%, or $3.2 million. The decrease in 2000 was mainly
attributable to a reduction in the bad debt expense and lower administrative
infrastructure costs offset by increased spending related to corporate
information technology. The dollar decrease in general and administrative
expenses in 2001 was $0.6 million excluding the acquisition related payments of
$2.0 million made in 2000. The decrease in 2001 was mainly attributable to a
reduction in the bad debt expense.

Restructuring charge. For the year ended December 31, 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 thousand, ongoing lease
commitments of $272 thousand and fixed assets write-offs of $101 thousand.

Interest and Other Income, Net. Interest income, net was $2.3 million, $2.9
million, and $2.7 million in 1999, 2000, and 2001, respectively. Interest
income, net consists of interest income less interest expense. The increase in
2000 was mainly due to the Company moving the majority of its marketable
securities to taxable instruments from non-taxable municipal bonds in 1999,
which has resulted in a higher absolute dollar investment return. The decrease
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.

Provision (Benefit) for Income Taxes. The Company had effective tax rates of
approximately 34%, 35%, and 38% in 1999, 2000, and 2001, respectively. In 1999,
the Company recorded a tax benefit of
Page 21

$2.3 million, or 25%, on the $9.3 million litigation settlement costs. It was
determined by the Company that a portion of the litigation settlement costs was
not tax-deductible. Excluding the one-time litigation expense, the effective tax
rate in 1999 was 43%. In 2002, the Internal Revenue Service ("IRS") notified the
Company of a purported federal income tax deficiency related to the 1999
deduction for the litigation settlement costs. Payments totaling $6.8 million
made pursuant to the settlement were deducted by the Company on its 1997, 1998
and 1999 income tax returns. The Company believes the deductions were justified
and intends to contest the proposed adjustment. The Company has made no
provision in its financial statements relating to the proposed adjustment. If
the IRS does not allow these deductions, the resulting tax liability could have
a material adverse effect on the Company's results of operations in the period
reported. The Company had $9.1 million of deferred tax assets at December 31,
2001. In future years, the Company expects to have sufficient levels of
profitability to realize the deferred tax assets at December 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES

The Company's cash, cash equivalents and marketable securities at December 31,
2001 were $59.5 million, which represents an increase of $3.0 million from $56.5
million at December 31, 2000. The increase in cash, cash equivalents and
marketable securities includes an unrealized gain of $0.9 million. Included in
marketable securities at December 31, 2001 is an equity investment valued at
$0.7 million that is subject to considerable market risk due to its volatility.

The net cash provided by operating activities was $7.8 million in 2001. Cash
provided by operating activities was primarily due to earnings adjusted for
non-cash items and the decrease in accounts receivable offset by a decrease in
deferred revenues.

Cash provided by investing activities was $1.6 million in 2001. Cash provided by
investing activities was primarily due to the net proceeds from the sale of
marketable securities of $5.2 million offset by capital expenditures totaling
$1.8 million and the $1.6 million cash paid for the acquisition of Digital
Visions, including acquisition costs of approximately $0.2 million.

Financing activities used $1.5 million in cash in 2001. This was primarily due
to the Company's stock repurchase plan. In 2001, the Company purchased 376,400
shares of its Common Stock for treasury for a total of $2.3 million. This use of
cash was partially offset by the proceeds from the issuance of Common Stock for
the Company's 1996 Employee Stock Purchase Plan and the exercise of options.

As of December 31, 2001, the Company had $28.4 million in cash and $31.1 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.

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

RECENT ACCOUNTING PRONOUNCEMENTS

In June 2001, the Financial Accounting Standards Board (the "FASB") issued SFAS
No. 141, "Business Combinations," and SFAS No. 142, "Goodwill and Other
Intangible Assets." SFAS No. 141 will apply to all business combinations that
the Company enters into after June 30, 2001, and eliminates the pooling-of-
interests method of accounting. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. Under the new statements, goodwill and
intangible assets deemed to have indefinite lives will no longer be amortized
but will be subject to annual impairment tests in accordance with the
statements. Other intangible assets will continue to be amortized over their
useful lives.

The Company is required to adopt these statements for accounting for goodwill
and other intangible assets beginning in the first quarter of fiscal year 2002.
Application of the non-amortization provisions of the statement will not result
in a material impact on the earnings and financial position of the Company.

Page 22

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". The standard required that legal obligations associated with the
retirement of tangible long-lived assets be recorded at fair value when incurred
and will be effective for the Company on January 1, 2003. The Company does not
expect the adoption of SFAS No. 143 to have a material impact on our financial
position or results of operations. In August 2001, the FASB issued SFAS NO. 144,
"Accounting for the Impairment or Disposal of Long-Lived Assets". This statement
provides guidance on accounting for the impairment of tangible long-lived assets
and was effective for the Company on January 1, 2002. The Company does not
expect the adoption of SFAS No. 144 to have a material impact on our financial
position or results of operations.

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; personnel changes; and fluctuations in
economic and financial market conditions. The timing, size, and nature of
individual license transactions are important 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.

BUSINESS MODEL CHANGE. The Company continues to modify its business model from
one based on license fees derived from licensing proprietary software to one
based on both licensing its software and transaction fees for the use of SS&C
Direct outsourcing services. Due to this change in the business model, the
Company's revenues will increasingly depend on its ability to attract customers
to SS&C Direct and on its ability to grow the number and volume of users of the
Company's outsourcing services. The number of users and the volume of their
activity are largely outside of the Company's control. Thus, the Company's past
operating results may not be a meaningful indicator of its future performance.

PRODUCT CONCENTRATION. To date, substantially all of the Company's revenues
have been attributable to the licensing of its CAMRA, AdvisorWare, Total Return,
and PTS 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
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. Although the Company believes that none of its
competitors currently competes against the Company in all of the markets served
by the Company, there can be no assurance that such competitors will not compete
against the Company in the future in additional markets. In addition, many of
the Company's current and

Page 23

potential future competitors have significantly greater financial, technical,
and marketing resources, greater name recognition, and generate higher revenues
than the Company.

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 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.

INTEGRATION OF OPERATIONS. The Company's success is dependent in part on its
ability to complete the integration of the operations of its recent
acquisitions, including Digital Visions and Real-Time USA, Inc., in an efficient
and effective manner. The successful integration in a rapidly changing financial
services industry may be more difficult to accomplish than in other industries.
The combination of these acquired companies will require, among other things,
integration of the acquired companies' respective product offerings and
coordination of their 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 such 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 combined Company. The inability of management to successfully integrate
the operations of acquired companies could have a material adverse effect on the
business, financial condition, and results of operations of the Company.

DEPENDENCE ON PROPRIETARY TECHNOLOGY. The Company's success and ability to
compete is dependent 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, from time to time, 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
Page 24

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.

The following table provides information about the Company's financial
instruments that are sensitive to changes in interest rates (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, 2001, 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 and related footnotes appearing in this Report, which information is
incorporated herein by reference.

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

None.

Page 25

PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Information required by this Item 10 is set forth in the proxy statement to be
provided to stockholders in connection with the Company's 2002 Annual Meeting of
Stockholders (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.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Information required by this Item 12 is set forth in the Proxy Statement under
the heading "Security Ownership of Certain Beneficial Owners and Management,"
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.

PART IV

ITEM 14. 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:

Page 26

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 27, 2001, the Company filed a Current Report on Form 8-K, dated
November 15, 2001, to report under Item 2 (Acquisition or Disposition of Assets)
that the Company had acquired Digital Visions, a division of Netzee, Inc., for
cash consideration of $1.35 million and the assumptions of certain liabilities.

Page 27

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, 2001 and 2000, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2001, 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.

/s/ PricewaterhouseCoopers LLP

Hartford, Connecticut
February 1, 2002

Page 28

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

The accompanying notes are an integral part of these financial statements.
Page 29

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

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

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

Page 31

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING ACTIVITIES

As more fully described in Note 12, effective November 15, 2001, the Company
acquired substantially all the assets and assumed certain of the liabilities of
Digital Visions, a division of Netzee, Inc., for $1.35 million plus the costs of
the transaction.

As more fully described in Note 12, effective March 11, 1999, the Company
acquired all the outstanding stock of HedgeWare, Inc. for 685,683 shares of the
Company's common stock.

As more fully described in Note 15, the Company sold its investment in Caminus
Corporation for a $2.3 million note receivable.

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

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1999, 2000, AND 2001

The accompanying notes are an integral part of these financial statements.
Page 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 five
vertical markets in the institutional investment marketplace:

1. financial institutions;
2. hedge funds and family offices;
3. institutional asset managers;
4. insurance entities and pension funds; and
5. real estate property managers.

The Company has developed 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. The Company provides products and services to more than 7,500
organizations worldwide.

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.

Page 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 and upon receipt of a
signed contract, provided that collection is probable 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 June 2001, the Financial Accounting Standards Board ("FASB") issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 will apply to all business combinations that the Company
enters into after June 30, 2001, and eliminates the pooling-of-interests method
of accounting. SFAS No. 142 is effective for fiscal years beginning after
December 15, 2001. Under the new statements, goodwill and intangible assets
deemed to have indefinite lives will no longer be amortized but will be subject
to annual impairment tests in accordance with the statements. Other intangible
assets will continue to be amortized over their useful lives.

The Company is required to adopt these statements for accounting for goodwill
and other intangible assets beginning in the first quarter of fiscal year 2002.
Application of the non-amortization provisions of the statement will not result
in a material impact on the earnings and financial position of the Company.

In June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement
Obligations". The standard required that legal obligations associated with the
retirement of tangible long-lived assets be recorded at fair value when incurred
and will be effective for the Company on January 1, 2003. The Company does not
expect the adoption of SFAS No. 143 to have a material impact on our financial
position or results of operations.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets". This statement provides guidance on accounting
for the impairment of tangible long-lived assets and was effective for the
Company on January 1, 2002. The Company does not expect the adoption of SFAS No.
144 to have a material impact on our financial position or results of
operations.

Page 35

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Impairment of Long-Lived Assets

The Company evaluates the recoverability of its long-lived assets in accordance
with Statement of Financial Accounting Standards No. 121, "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 Statement of Financial Accounting
Standards 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 $695,000 and $814,000 are
included in the December 31, 2001 and 2000 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 2001, 2000, and 1999, was $222,000, $201,000, and
$193,000, 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 stockholder's equity.

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.

Page 36

SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Goodwill and Intangible Assets

Goodwill resulting from acquisitions is amortized on a straight-line basis over
its estimated life of five years. The carrying amount of goodwill is evaluated
for future recoverability on a periodic basis, relying on a number of factors,
including the estimated life of the customer base under the annual maintenance
agreements, operating results for each division, business plans, budgets, and
economic projections and undiscounted cash flows. In addition, the Company's
evaluation considers non-financial data such as market trends, product
development cycles, and changes in management's market emphasis. Amortization
expense associated with goodwill was $64,000, $168,000, and $426,000 for the
years ended December 31, 2001, 2000, and 1999, respectively.

Other intangible assets, excluding completed technology, are being amortized on
a straight-line basis over their estimated lives of two to three years.
Completed technology is amortized over approximately two to four 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 for the years ended December 31, 2001, 2000, and 1999 was
$34,000, $96,000, and $3,299,000, 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, 2001 and 2000,
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 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.

Basic and Diluted Earnings Per Share

Basic earnings per share is calculated by dividing net income by the weighted
average number of 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. Common equivalent shares
consist of stock options using the "treasury stock" method and are excluded if
their effect is dilutive.

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table sets forth the computation of basic and diluted earnings per
share (in thousands):

Options to purchase 2,136,512, 2,809,180, and 2,920,180 shares were outstanding
at December 31, 2001, 2000, and 1999, 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.

3. MARKETABLE SECURITIES

At December 31, 2001 and 2000, the cost basis, fair value, and unrealized gains
and losses by major security type, were as follows (in thousands):

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 $2,653,000,
$2,196,000, and $2,991,000 for the years ended December 31, 2001, 2000, and
1999, respectively.

5. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

The note payable to former Mabel shareholders was issued in connection with the
Company's acquisition of Mabel Systems BV ("Mabel") (See Note 13). The terms of
the purchase agreement were for the Company to pay $375,000 in three equal
installments of $125,000 on the first, second, and third anniversaries of the
closing date of the acquisition. Each payment was conditional on the continued

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

employment of the former shareholders with the Company as of the date of the
payment. The December 31, 2000 balance of $88,000 due the former Mabel
shareholders was paid in January 2001.

6. COMMON STOCK

At December 31, 2001, 50,000,000 shares were authorized and 14,918,578 shares
were outstanding. At December 31, 2000, 50,000,000 shares of common stock were
authorized and 15,133,965 shares were outstanding.

On March 11, 1999, the Company issued 685,683 shares of the Company's common
stock in connection with the Company's acquisition of HedgeWare, Inc. On March
31, 1999, the Company issued 27,500 shares of the Company's common stock in
connection with the acquisition of the Brookside Corporation.

On May 24, 2001, the Company's Board of Directors authorized the expenditure of
up to $20 million for the repurchase of its common stock through May 24, 2002.
The stock repurchase is in addition to a repurchase program begun on May 23,
2000 and completed on May 23, 2001, pursuant to which the Company repurchased
1,203,219 shares of common stock for approximately $6.5 million. During the
year ended December 31, 2001, 376,400 shares of common stock were repurchased
for approximately $2.3 million. As of December 31, 2001, under the repurchase
programs, the Company had repurchased a total of 1,437,519 shares of Common
Stock for approximately $8.0 million.

7. INCOME TAXES

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

The income tax provision (benefit) for the years ended December 31, 2001, 2000,
and 1999 consists of the following (in thousands):

The effective tax rates were 38.0%, 34.8%, and 34.1% for the years ended
December 31, 2001, 2000, and 1999, respectively. The reconciliation between the
effective tax rates and the expected tax expense is

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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

The components of the net deferred tax assets at December 31, 2001 and 2000 are
as follows (in thousands):

The components of deferred income taxes at December 31, 2001 and 2000 are as
follows (in thousands):

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

At December 31, 2001, 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
$267,000.

At December 31, 2001, the Company had state net operating loss carryforwards of
$4,775,000 that expire between 2004 and 2019. The foreign net operating loss
carryforwards other than Japan of $1,369,000 are available to offset foreign
income on an indefinite carryforward basis. Japan's net operating loss of
$752,000 expires in 2005.

Alternative minimum tax credits of $776,000 are available to offset U.S. federal
taxable income on an indefinite carryforward basis. The company also has
research and development credits of $929,000 and foreign tax credits of $311,000
that will expire at various dates through 2020.

The Internal Revenue Service ("IRS") has 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 $6.8 million of payments made by the
Company pursuant to the settlement, on May 7, 1999, of a consolidated securities
class action lawsuit. Payments made pursuant to the settlement were deducted by
the Company on its 1997, 1998 and 1999 income tax returns. The Company believes
the deductions were justified and intends to contest the proposed adjustment.
The Company has made no provision in its financial statements relating to the
proposed adjustment. If the IRS does not allow these deductions, the resulting
tax liability could have a material adverse effect on the Company's results of
operations in the period reported.

8. LEASES

The Company is obligated under noncancelable operating leases for office space
and office equipment. Total rental expense for the years ended December 31,
2001, 2000, and 1999 was $3,095,000, $3,366,000, and $3,046,000, 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 these operating leases are as follows
(in thousands):

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The Company subleases office space under noncancelable leases. The Company
received rental income under these leases of $569,000, $620,000, and $479,000
for the years ended December 31, 2001, 2000, and 1999, respectively. Minimum
future lease receipts under these leases 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 the agreement, the
licenser of the software is paid minimum monthly royalties and additional
royalties based on a percentage of the related license fee revenues collected by
the Company. Under this agreement, the Company is obligated to pay on a
cumulative basis at least $25,000 per quarter. The total royalty expense under
these agreements for the years ended December 31, 2001, 2000, and 1999 was
$456,000, $476,000, and $487,000, respectively.

In connection with the Savid acquisition, the Company has agreed to pay 10% of
license fees with respect to sales and/or licensing of the Savid system during
the period commencing on April 15, 1998 and ending on April 14, 2003. There was
no royalty expense for the year ended December 31, 2001, and expense for the
years ended December 31, 2000 and 1999 was $37,380 and $93,250, 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
for the periods ended December 31, 2001, 2000, and 1999 was $24,811, $3,643, and
$100,196, 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 SS&C plan. The Shepro Braun Systems and HedgeWare plans have
been frozen for any additional contributions.

During the years ended December 31, 2001, 2000, and 1999, the Company incurred
$339,000, $568,000, and $371,000, respectively, of expenses related to these
plans.

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 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 subsequent to the
grant. The Board of Directors, as of April 30, 1998, decided that no further
options shall be granted under the 1994 plan. There were options to purchase
1,201,667, 1,253,876, and 1,704,223 shares of common stock outstanding as of
December 31, 2001, 2000, and 1999, respectively. Options to purchase 861,990,
784,020, and 896,714 shares of common stock were exercisable as of December 31,
2001, 2000, and 1999, respectively.

The Company's 1996 Director Stock Option 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 plan was amended to increase the number of reserved shares to 300,000.
At December 31, 2001, 2000, and 1999, there were 145,000, 160,000, and 70,000
shares, respectively, available for director option grants. There were options
to purchase 140,000, 125,000, and 65,000 shares of common stock outstanding as
of December 31, 2001, 2000, and 1999, respectively. All options outstanding were
exercisable as of December 31, 2001, 2000, and 1999, respectively.

During 1998, the Board of Directors approved the 1998 Stock Incentive Plan
("1998 Plan"), which initially had 1,500,000 shares of common stock 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 expire ten years subsequent to the grant.
Shares available for option grants under the 1998 Plan were 1,185,962,
1,134,070, and 554,043 at December 31, 2001, 2000, and 1999, respectively. There
were options to purchase 1,305,497, 859,680, and 945,957 shares of common stock
outstanding at December 31, 2001, 2000, and 1999, respectively, of which options
to purchase 503,030, 294,206, and 81,561 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 453,381
and 217,266 at December 31, 2001, and 2000, respectively. There were options to
purchase 668,490 and 999,400 shares of common stock outstanding at December 31,
2001, and 2000, respectively, of which options to purchase 300,770 and 67,917
shares were exercisable.

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

The following table summarizes stock option transactions for the years ended
December 31, 2001, 2000, and 1999.

The following table summarizes information about stock options outstanding at
December 31, 2001:

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

The Company's 1996 Employee Stock Purchase Plan permits employees of the Company
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, 2001, employees had deposited with the
Company, through payroll deductions, approximately $51,000 to purchase shares
through the stock purchase plan at March 31, 2002. In May 2000, the Plan was
further amended to increase the reserved shares from 400,000 to 600,000.

At December 31, 2001, 2000, and 1999, 5,245,000, 4,968,000, and 4,839,000
shares, respectively, were reserved for the stock option and employee stock
purchase plans.

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

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 has adopted 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 periods 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 2001, 2000, and 1999, respectively: dividend
yield of 0%; expected volatility of 58%, 65%, and 70%; risk-free interest rate
of 4.49%, 6.6%, and 5.2%; and expected lives of 5 years for 2001, 5 years for
2000, and 4.26 years for 1999. The weighted-average fair value of options
granted using this option-pricing model in 2001, 2000, and 1999 was $2.47,
$3.26, and $6.04, 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 2001, 2000, and 1999, respectively: dividend
yield of 0%; expected volatility of 58%, 65%, and 70%; risk-free interest rate
of 5.39%, 5.53%, and 4.96%, and expected lives of 6 months.

12. ACQUISITIONS

On November 14, 1997, the Company acquired all of the outstanding stock of Mabel
Systems BV for $2.5 million, which included $100,000 of direct costs associated
with the acquisition. The purchase was paid in the form of cash for $475,000,
72,816 shares of common stock of the Company valued at $750,000, $375,000 due in
three equal annual installments of $125,000 on the anniversary date of the
transaction, $286,000 of notes payable to the former Mabel shareholders, and the
assumption of liabilities of $623,000. The agreement also called for a
contingent payment to be made in 2001. The payment was contingent on the
continued employment of the former Mabel shareholders and was based on the
revenues generated by the Mabel division. As of December 31, 2000, upon
achieving certain milestones, the Company recognized an expense of $1.3 million
associated with this contingent payment. The payment was made in the first
quarter of 2001.

The acquisition was accounted for as a purchase and, accordingly, the net assets
and results of operations of Mabel have been included in the consolidated
financial statements from the acquisition date. The purchase price was first
allocated to tangible assets based on their net realizable value or fair market
value on the date of the acquisition. The remaining portion of the purchase
price was allocated to identified intangible assets, goodwill, and in-process
research and development.

In 1998, the Company acquired substantially all of the assets of Quantra
Corporation ("Quantra") pursuant to an Asset Purchase Agreement, among the
Company, Quantra, and AEGON USA Realty

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Advisors, Inc., the sole stockholder of Quantra. The purchase price for the
Quantra acquisition consisted of 546,019 shares of the Company's common stock
valued at $8.8 million, $2.3 million in cash and the assumption of certain
liabilities of Quantra of approximately $4.1 million, plus the costs of
effecting the transaction. The Company and Quantra also entered into an Escrow
Agreement pursuant to which an additional $1.2 million was held in escrow to
reimburse the Company in connection with certain acquisition costs and breaches
of representations, warranties, and covenants, if any, by Quantra. The escrow
agreement expired on March 20, 1999 and all the escrowed monies were returned to
the Company.

The acquisition was accounted for as a purchase and, accordingly, the net assets
and results of operations of Quantra have been included in the consolidated
financial statements from the acquisition date. The purchase price was allocated
to tangible and intangible assets and liabilities based on their fair market
value on the date of the acquisition.

Also in 1998, the Company completed its acquisition (the "Savid Acquisition") of
the outstanding shares of Savid International Inc. and The Savid Group, Inc.
(together, "Savid") pursuant to a Stock Purchase Agreement between the Company,
Savid and the sole stockholder ("Stockholder") of Savid. The purchase price of
the Savid acquisition consisted of $739,000 in cash, net of cash received of
$82,500, and the assumption of certain liabilities of Savid of $118,000, plus
the costs of effecting the transaction. The acquisition was accounted for as a
purchase and, accordingly, the net assets and results of operations of Savid
have been included in the consolidated condensed financial statements from the
acquisition date. The purchase price was allocated to tangible and intangible
assets, liabilities, and in-process research and development based on their fair
market value on the date of the acquisition. Under the agreement, an additional
consideration of $750,000 was to be provided if revenues of $3,000,000 were
attained since April 15, 1998. This level of revenue was attained in the third
quarter of 2000. In addition, the Company shall pay to the stockholder an
aggregate of 10% of the license fees with respect to sales and/or licensing of
the Savid product during the period commencing on April 15, 1998 and ending on
April 14, 2003.

In 1999, the Company acquired all of the outstanding stock of HedgeWare, Inc.
("HedgeWare"), a provider of portfolio, financial, partnership, and tax
accounting software and service support to hedge fund managers and traders, for
685,683 shares of Common Stock of the Company in a business combination
accounted for as a pooling-of-interests. Accordingly, the financial statements
for all periods prior to the combination have been restated to reflect the
combined operations. The Company, HedgeWare and the former stockholders of
HedgeWare have entered into an Escrow Agreement providing, among other things,
that 89,139 shares of Common Stock will be held in escrow to reimburse the
Company in connection with breaches of representations, warranties or covenants,
if any, as well as potential rental obligations and sales tax liabilities of
HedgeWare. There were no claims against the escrow and, therefore, the escrow
shares were released in the first quarter of 2001. The results of operations
presented below for the year ended December 31, 1999 present the Company and
HedgeWare as stand-alone entities. There were no intercompany transactions and
no adjustments to net assets of the combining companies to adopt the same
accounting practices.

HedgeWare had elected to be treated as a Subchapter S Corporation for income tax
purposes and, as such, income taxes are provided from March 11, 1999 for
HedgeWare's results of operations. During the quarter ended March 31, 1999, the
Company issued stock valued at $3.1 million in satisfaction of certain

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

shareholder and employee-related accrued expenses of HedgeWare that existed as
of the effective date of the merger.

Also in 1999, the Company acquired all of the outstanding stock of The Brookside
Corporation. Pursuant to the Purchase Agreement, all of the outstanding shares
of common stock of Brookside held by the stockholder were exchanged for an
aggregate of 27,600 shares of common stock of the Company. The consolidated
results of operations for the year ended December 31, 1999 include the results
of operations of Brookside from the beginning of the year. The consolidated
financial statements for prior periods have not been restated since the impact
of such restatement would not be material.

For the Mabel, Quantra, and Savid acquisitions, the allocation to completed
technology is based on future risk-adjusted discounted cash flows. Completed
technology has been capitalized and included within Intangible and Other Assets.
Amortization expense associated with completed technology for the Mabel,
Quantra, and Savid acquisitions for the years ended December 31, 2001, 2000, and
1999 were $0, $96,000 and $3,299,000, respectively.

On November 15, 2001, the Company acquired substantially all of the assets of
Digital Visions (DVI), a division of Netzee, Inc., for $1.35 million in cash and
the assumption of liabilities of $355,000. Digital Visions delivers two major
products 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 and, accordingly, the net assets
and results of operations of DVI have been included in the consolidated
financial statements from November 1, 2001. 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 following summarizes the allocation of the purchase price for the DVI
acquisitions (in thousands):

The unaudited pro forma condensed consolidated results of operations presented
below for the years ended December 31, 2001 and 2000 assumes the DVI acquisition
occurred at the beginning of 2000 (in thousands, except per share data):

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

These pro forma results are not necessarily indicative of results of operations
that would have actually occurred had the acquisition taken place at the
beginning of each period, or of future operations of the combined companies.

13. COMMITMENTS AND CONTINGENCIES

On May 7, 1999, the Company announced that it had entered into an agreement that
provides for the settlement of the consolidated securities class action lawsuit
pending against the Company. The settlement provides that all claims against the
Company, certain of its officers and directors, and underwriters, will be
dismissed. Under the terms of the settlement, in exchange for the dismissal and
release of all claims, the Company paid to the class $7.5 million in cash,
together with shares of Common Stock of the Company valued at $1.3 million. The
Company recorded a charge for the settlement of approximately $9.3 million,
including legal fees, in the quarter ended June 30, 1999.

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 other 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

The Company had a liability as of December 31, 2000 with the former Mabel
shareholders. (see Note 5)

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 $750,000 in 1998, $1,250,000 in 1999, and $750,000 in 2000 of
software.

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, the Company sold 111,205 shares and realized a gain of
$2.3 million. During 2001, the Company sold 135,000 shares and realized a gain
of $2.4 million.

Aegon USA Realty Advisors, Inc. ("Aegon") is the parent company of QSC Holding
Inc. (formerly known as Quantra Corporation), which sold substantially all of
its assets to the Company in March 1998. David L. Blankenship, the president of
Aegon, relinquished his seat on the board of directors of the Company as of May
23, 2000. During the quarter ended March 31, 1999, Aegon purchased a license for
certain of the Company's products for $1.68 million. This amount was paid in
full during the quarter ended March 31, 1999.

16. INTERNATIONAL SALES AND GEOGRAPHIC INFORMATION

During fiscal 1999, the Company 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-

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

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 Americas segment
includes both North and South America. The European segment includes European
countries as well as the Middle East and Africa. Other operating segments
include Asia Pacific and Japan.

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 fourth quarter of 2000 includes a $2.0 million gain related to the sale of
additional Caminus shares.

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SS&C TECHNOLOGIES, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

18. SUBSEQUENT EVENTS

On January 15, 2002, the Company acquired substantially all the assets of
Real-Time USA, Inc. for $4.0 million in cash and the assumption of certain
liabilities, with a potential earn-out payment of up to $1.17 million if 2002
Real-Time revenue targets are met. Headquartered in Oakbrook Terrace, IL, Real-
Time is 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 transaction will be accounted
for as a purchase.

On January 22, 2002, the Company repurchased an aggregate of 1,300,000 shares of
its common stock from General Atlantic Partners 15, L.P. and GAP Coinvestment
Partners, L.P. at $8.50 per share, for an aggregate purchase price of $11.05
million. The transaction was part of the Company's stock repurchase program (See
Note 6).

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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 29, 2002.

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.

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EXHIBIT INDEX

Page 53

- ---------------
* Management contract or compensatory plan or arrangement filed herewith in
response to Item 14(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.

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