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This
filing consists of a transcript of SS&C Technologies, Inc.s second quarter 2005
earnings conference call.
FINAL TRANSCRIPT
Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
CORPORATE PARTICIPANTS
William C. Stone
SS&C Technologies Chairman & CEO
Normand A. Boulanger
SS&C Technologies President & COO
Patrick J. Pedonti
SS&C Technologies Senior Vice President & CFO
CONFERENCE CALL PARTICIPANTS
Philip A. Mickelson
JP Morgan Analyst
Craig Peckham
Jefferies Broadview Analyst
Shane Diamant
Stephens, Inc. Analyst
Christopher Rowen
SunTrust Robinson Humphrey Analyst
Sumit McGow
Credit Suisse First Boston Analyst
Steven Stull
Advantage Capital Analyst
Phil Mickelson
PRESENTATION
Operator
My name is Wanda (ph) and I will be your conference facilitator. At this time I would like to
welcome everyone to the SS&C second quarter 2005 earnings conference call.
(OPERATOR INSTRUCTIONS.)
Thank you. Mr. Stone, you may begin your conference.
William
C. Stone SS&C Technologies Chairman & CEO
Thanks, Wanda. And good afternoon everyone. Thank you for joining us for our Q2 earnings call
today. Im Bill Stone, the CEO of SS&C, and with me on this call is Norm Boulanger, our President
and Chief Operating Officer, as well as Patrick Pedonti, our Chief Financial Officer.
Before I begin todays call, I need to read you about half the legal documentation in the United
States, so I will start. SS&C plans to file with the SEC and mail to its stockholders, a proxy
statement in connection with the merger announcement earlier today. The proxy statement will
contain important information about SS&C, the merger and related matters.
Investors are urged to read the proxy statement carefully when it is available. Investor will be
able to obtain free copies of the proxy statement and other documents filed with the SEC through
SS&Cs websitethrough the SECs website at www.sec.gov.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
In addition, investors will be able to obtain free copies of the proxy statement from SS&C by
contacting our investor relations department at 80 Lamberton Road, Windsor, Connecticut. Telephone
number 860-298-4500.
SS&C and its directors and executive officers may be deemed to be participants in the solicitation
of proxies in respect of the merger. This information regarding our directors and executive
officers is contained in our last 10K and our 2005 proxy statements which are filed with the SEC.
As of June 30th, 2005, SS&Cs directors and executive officers beneficially owned 7,174,234 shares
or approximately 29.2% of SS&Cs stock.
In connection with the merger, I will be contributing certain of my SS&C shares in exchange for
approximately 28% of the equity in the acquiring entity. A more complete description will be
available in the proxy statement.
Id also like to remind you that various remarks we may make on this conference call about our
future expectations, plans and prospects, constitutes forward-looking statements for purposes of
the Safe Harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual
results may differ materially from those indicated by these forward-looking statements as a result
of various important factors, including those discussed in SS&Cs filings with the Securities and
Exchange Commission, including the companys quarter report on form 10Q for the quarter ended March
31st, 2005.
Now, let me talk to you about Q2. We continue to validate our business model with another record
breaking quarter. Our management team is running a solid performance by executing on the
fundamentals of increasing revenues, controlling costs, integrating acquisitions, improving
technology and delivering first rate customer service.
In Q2, we had record revenues of $40.7 million. Our acquisitions made a significant contribution to
the quarter. And we also saw solid organic growth, with key contributions from outsourcing and
licenses. At $5.8 million our license revenue continues to trend upwards with strong contributions
from several of our core products. This is a good indicator we have the right technology and right
solution today.
Recurring revenues continue to be a headliner for us. In Q2, we hit a new high of $31.6 million, an
increase of 80% over Q2 04. Recurring revenues now represent 78% of our total revenues. Recurring
revenues include both maintenance and outsourcing revenues. The driver behind the record growth in
recurring revenues was our outsourcing revenues, which hit new high water markswhich hit a new
high water mark this quarter. In Q2, our outsourcing revenues reached $19.6 million, 136% increase
over Q2 04, and an 88% increase over Q1 of this year.
Our focus is not solely on growing revenues. We also take care of the expense side of the ledger.
In Q2, our operating income rose by 50% over last year to $10.7 million, and our net income was
$6.6 million, a 49% increase over Q2 last year.
We routinely question expenses and we look for innovative ways to gain efficiencies. We have also
improved our acquisition processes and we focus on quick integration for immediate contribution.
A major part of our business plan is our acquisitions. On June 3rd, we closed the Financial
Interactive acquisition and we are excited about its potential. Financial Interactive has its
headquarters in San Francisco and in New York City. FIs front-runner product provides the hedge
fund market with a powerful investor relationship management system and fund profiling
infrastructure.
Our hedge fund [inaudible] fastest growing business unit and adding breadth to our solutions with
FundRunner gives us additional leverage in the marketplace.
In Q2, a great deal of energy was channeled towards the FMC integration, and although its still a
work in progress, we have made tremendous strides.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
We completed a realignment of key businesses and personnel. This resulted in a reduction in
force of approximately 80 people worldwide. We believe we now have one cohesive organization
structure and we are moving forward quickly and efficiently.
Weve positioned the FMC datacenter as a major SS&C datacenter, which gives us immediate capacity
without any additional capital investment.
We completed two site consolidations. We merged the FMC Eisnerfast and Fundrunner facilities in New
York. And as of August 1st, the FMC and SS&C offices in London will be combined.
As we continue throughout 2005, we expect to make our global presence felt in new markets and
capitalize on the expanded suite of products and services we can now offer our existing market. We
currently expect Q3 2005 revenue to be in the range of $45 to $46.5 million, and net income to be
between $0.29 and $0.31 per share.
For 2005, our expectation is for revenues to be between $159 and $165 million, and diluted earnings
per share to be between $1.11 and $1.16.
As many of you know, we announced a board recommended offer by the Carlyle Group at $37.25 per
share. We are pleased to deliver the highest price in our history to our shareholders.
SS&C has been a public company since May 31st of 1996. The public equity markets are a very
difficult place to navigate. We are constantly in the need to finance our acquisition, and as our
secondary last June highlighted, we are going to have to take a huge haircut to raise equity.
The Carlyle Group provides our company, our employees and our customers a very large and stable
source of capital and great intellectual resources. Carlyle comes to SS&C without the compliance,
investor and public reporting costs of a public entity. Your management team and a special
committee of your board worked very hard to get a great price for all of our shareholders.
And with that, Ill take any questions that people may have. Wanda?
Operator
Yes, sir?
William C. Stone - SS&C Technologies Chairman & CEO
Well take any questions.
QUESTIONS AND ANSWERS
Operator
(OPERATOR INSTRUCTIONS.)
Your first question comes from Phil Mickelson with JP Morgan.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
Phil Mickelson
Bill and the rest of the team, congratulations on the announced deal out there.
William C. Stone - SS&C Technologies Chairman & CEO
Thanks, Bill.
Philip A. Mickelson - JP Morgan Analyst
Looking forward to the next chapter. I guess from that perspective, Im assuming youre not going
to take an active role in a similar positions yourself, you know, kind of a deal maker, assessing
deals on the, you know, on the acquisition front, assuming probably smaller transactions, similar
to what you did at SS&C. Whats your kind of outlook right now in that space? Is there the pipeline
for SS&C and maybe the eventually Carlyle Group going to be thea robust pipeline of deals? Whats
kind of the landscape right now?
William C. Stone - SS&C Technologies Chairman & CEO
Well, you know, I think that, you know, one of the things that we have learned over the last 90
days or so is that I believe Carlyle has an appetite similar to ours as far as being able to do
good acquisitions that fold into our business. And then also, you know, if wed have opportunities
for large strategic acquisitions, were interested in those, as well.
As weve said many times on many of these calls, you know, we look at four or five deals a month
and we generally actively pursue one orone, two or three a quarter. And I dont believe that that
will change. We think its a very fertile market out there. We think we have tremendous
opportunities. We think we have proven that our management team can do acquisitions and we look
forward to working with Carlyle and the rest of the deal making community to go after additional
companies.
Philip A. Mickelson - JP Morgan Analyst
Bill, it seems like the success recently has been predicated on sticking close to the knitting. You
know, keepyou know, focused on core businesses. Do you think that kind of viewpoint changes with
the Carlyle Group? Are you going to still kind of stay in, you know, in trading and asset
management kind of focused areas?
William C. Stone - SS&C Technologies Chairman & CEO
I think now that theyve met our management team and see that wereyou know, were such fashion
horses around here that we might get into retail. But my guess is, is that theyre not going to
like our Armani suits or whatever it is that retail is.
I think that really, Phil, in all seriousness, our strength is in doing what we know and I think
that we will continue to drive on what we know. And I believe that thats what Carlyle is looking
for and, you know, any change in our strategic focus I think would be predicated on an awful lot of
study. You know, right now the financial services market worldwidethe worlds getting wealthier.
You know, the reason petroleum prices are up so much is that the worlds using more petroleum. And
theyre not using more petroleum not to make things, theyre making things. And theyre making
things in China, theyre making things in India. Theyre making things throughout Southeast Asia.
And we think thats going to continue, which means when those things get sold and people make
money, theyre going to put that stuff in financial assets.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
And we dont think its going to change. That theres going to be a tremendous amount of
metrics and a tremendous amount of time sensitive records that have to be delivered to regulators
around the world. And we believe SS&C is
very well positioned to be in a continuedto deliver that kind of information to the various
constituencies in the financial services market.
Philip A. Mickelson - JP Morgan Analyst
And you know, one last question, Bill, regarding the FMC integration. It seems like you guys took a
pretty aggressive attack to that deal, reducing head count and you kind of, you know, kind of
quantify that. You know, what are the expense, you know, operating expense savings left within that
model and within the rest of the acquisitions?
William C. Stone - SS&C Technologies Chairman & CEO
I think we willyou know, we felt pretty aggressive and we feel really good about the management
team up at FMC. You know, I really believe that this was primarily an action of theirs. You know,
we certainly worked with them closely, but the team up there did an excellent job and did a
thorough job and treated people fairly, and feel good about that process. You know, we werent
nearly as aggressive as your note said Phil, so we did, I believe, reduce headcount 80 people
worldwide.
We also were able to fill almost 20 open requisitions that we had here in SS&Cs business around
the world with very talented people from FMC, and were excited about the contributions theyre
already making.
We believe weve got a number of things that are big investments for us and that are continuing to
fund after the FMC acquisition, and we are hoping to see the fruits of that. We tend to be an
aggressive sales and marketing organization. And weve got some great salespeople from FMC and we
think that weve got our costs aligned and that we look to drive the revenue.
Philip A. Mickelson - JP Morgan Analyst
All right. Great run for the last couple of years. Thanks, Bill.
Operator
Your next question comes from Craig Peckham with Jefferies & Company.
Craig Peckham - Jefferies Broadview Analyst
Good afternoon. I guess youre not going to have to deal with those pesky sales side analysts
anymore.
William C. Stone - SS&C Technologies Chairman & CEO
Except for you, Craig.
Craig Peckham - Jefferies Broadview Analyst
Thank you. Congratulations. I guess I wanted to ask you, Bill, if you take a look at the kind of
entirety of the portfolio right now, what are the product areas that look like theyre holes for
you? In other words, what gaps do you think you need to fill, either the specific product types or
asset classes?
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
William C. Stone - SS&C Technologies Chairman & CEO
You know, I think itswhat we would say Craig is that we have opportunities in certain of the
product areas. You know, primarily in really rolling out our risk products and being able to help
our clients with theirwith both their investment risk profiles, as well as their operational risk
profiles. And you know, were pretty excited about a operational risk dashboard that we hope to
roll out in the next 90 days or so. And were also constantly looking for any number of risk
systems that we either interface to or we could acquire, and were excited about that particular
area for a major strategic initiative.
And then as far as asset classes are concerned, you know, we tend to be very, very broad already.
We think that we have strength in the most difficult asset classes like credit default swaps or
contracts for different mortgage backed [inaudible] securities, whether theyre inverse floaters,
sticking on sticky jump Cs (ph) various other fixed income products. And we alsoyou know, we
have, I believe about 1,200 hedge funds that are clients of ours and you know, we get to see an
awful lot of things as far as the reporting requirements for Master Feeder Funds and incentive fee
calculations and different partnership processes. You know, wewere one of the only firms that do
both aggregation and layering. You know, most of our competitors state that they only want to do
aggregation, but generally its because its easier and they dont have the software to process it.
You know, we can do both layering or aggregation. And it sometimes gives our customers a
competitive advantage. It allows people to put in different assets with different kinds of cost
basises (ph) and be able to track those a lot more specifically on a layering basis than on an
aggregation basis.
So, you know, were pretty confident in what we have and we look forward to continue executing.
Craig Peckham - Jefferies Broadview Analyst
I was curious if you could give us what the Internal Revenue growth was during the quarter.
Patrick J. Pedonti - SS&C Technologies Senior Vice President & CFO
It was about 10%.
Craig Peckham - Jefferies Broadview Analyst
Okay. Thanks, Patrick.
And then I guess just the last thing I wanted to ask you about. You know, as you look at the kind
of six months here, which product areas have been sort of leaders for you in terms of driving
revenue growth. And then conversely, which have been the laggers here?
William C. Stone - SS&C Technologies Chairman & CEO
We dont really look at individual products as ayou know, because if you take a number of our
products, Total Return, AdvisorWare, Antares, Debt Derivatives, Camra, TradeThru, you know, an
awful lot of our products are sold both as a license and as an outsourcing service. So when you see
this kind of growth that weve had in our outsourcing business, an awful lot is contributed by an
awful lot of products. So its a little imprecise toyou know, on a license basis, weve had some
winners and people that have not won. LMS, for instance, has begun to pick up a little bit of
steam. Were seeing a very strong pipeline. Thats our commercial lending software.
We also have had, continue to have, strong performance by our real estate software. And weve also
hadwe had good performance in Q2 from both Total Return and AdvisorWare which are on a license
basis in the hedge fund space.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
Craig Peckham - Jefferies Broadview Analyst
Okay. Well, best of luck in the next chapter here.
Operator
Your next question comes from Shane Diamant with Stephens, Inc.
Shane Diamant - Stephens, Inc. Analyst
Good afternoon and congratulations.
William C. Stone - SS&C Technologies Chairman & CEO
Thanks a lot, Shane. Im still waiting for your first note.
Shane Diamant - Stephens, Inc. Analyst
Well, I was making pretty good progress, but now Im having to go back and make a few revisions.
Just a couple of quick questions for you. With your acquisitions year-to-date and some of the other
activity weve seen in the marketplace, theres been some pretty significant changes or shifts in
the competitive landscape and wanted to know if youve really seen or encountered anything
different as far as the level of competition for new projects or anything different than say what
weve seen over the last year or two?
William C. Stone - SS&C Technologies Chairman & CEO
Well, I dont reallyyou know, obviously SunGuard is also in the midst or just about finished with
this process that were going through. And we acquired FMC. But I think that, you know, its a very
fragmented market. Therestheres literally hundreds and hundreds of these, you know, smaller
than us investment software, banking software, financial services software, in general. You know,
we think we have a great team of people. You know, we are excited about our opportunities. We
continue to look at opportunities and we dont really see that as changing. We certainly have not
run out of opportunities and so were working hard to continue to execute. And you know, the
strategy stuff doesnt take very long. This execution generally takes day after day.
Shane Diamant - Stephens, Inc. Analyst
Okay. And just one question for Patrick. Did we have, or did you incur, any restructuring charges
in the second quarter related to the FMC integration?
Patrick J. Pedonti - SS&C Technologies Senior Vice President & CFO
That werentmost of those costs were, since they associated with the acquisition, were
capitalized in the beginning balance sheet.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
Shane
Diamant Stephens, Inc. Analyst
Okay. Thanks a lot and good luck.
Operator
Your next question comes from Chris Rowen with Robinson Humphrey.
Christopher
Rowen SunTrust Robinson Humphrey Analyst
Hi, guys.
Id like to add my congratulations. In thelooking forward, do you think that you would
be able to bring your combined company margins up to the levels that you were doing the last couple
of quarters, and if so, how long? And then secondly, what is your best guess in terms of the timing
of closing this deal?
William
C. Stone SS&C Technologies Chairman & CEO
Yeah. I mean I think that, you know, again, that we believe that the businesses that we run should
be able to combine for a 30 to 35% operating margin, and obviously at this quarter we were what,
Patrick?
Patrick
J. Pedonti SS&C Technologies Senior Vice President & CFO
Twenty-six.
William
C. Stone SS&C Technologies Chairman & CEO
About 26. So, you know, obviously we think we have some opportunities. But again, it is something
where, you know, we continue to invest in our infrastructure. We continue to invest in our
datacenters, in our management team, in our employees. And we dont see that as changing. We
believe that we have, you know, several quarters worth of lifting to do to get to the kinds of
margins were looking for. And that, you know, thats basically how we look to operate.
Christopher
Rowen SunTrust Robinson Humphrey Analyst
Great. And a potential close date for the deal?
William
C. Stone SS&C Technologies Chairman & CEO
Yeah. We believe its going to be probably early to mid-fourth quarter.
Christopher
Rowen SunTrust Robinson Humphrey Analyst
Great. Thanks a lot.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
Patrick
J. Pedonti SS&C Technologies Senior Vice President & CFO
Hey, Chris, the other thing on the margins is, you know, weve obviously incurred a lot of
acquisition amortization with the acquisitions. And just the FMC acquisition, you know, probably
additional amortization up in cost to sales, you know, reduced margins by a couple of percentage
points.
Christopher
Rowen SunTrust Robinson Humphrey Analyst
Okay, great. Thanks.
Operator
Your next question comes from Sumit McGow (ph) with Credit Suisse First Boston.
Sumit
McGow Credit Suisse First Boston Analyst
Good evening. Could you tell us a little bit about the sale process, ifwhy the buyers contacted,
etc.
And secondly, any color on some of the financing conditions in the merger agreement? Thank you.
William
C. Stone SS&C Technologies Chairman & CEO
Yeah. We filed the merger agreement today so, you know, thats out there onyou can get that at
the SEC and read that. You know, we have spent I guess about 90 to 120 days in this process, and we
have vetted it and our special committee has vetted the deal with a numberyou know, any number of
institutions around the world. So that process has been, we think thoroughly vetted. And again, we,
as far as the covenants are concerned, I dont believe that we have any contingencies on our debt
financing. You know, obviously, Carlyle is a very first tier private equity firm and, you know,
theyve doneI believe Ive read, 396 transactions and were very confident of their ability to
complete this deal, and were excited about working with them.
Operator
(OPERATOR INSTRUCTIONS.)
Your next question comes from Steven Stull with Advantage Capital.
Steven
Stull Advantage Capital Analyst
Hey, Bill, great job. I knew if I held these shares long enough Id actually make a couple of
dollars.
William
C. Stone SS&C Technologies Chairman & CEO
I appreciate that longevity.
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Jul. 28. 2005 / 5:00PM, SSNC Q2 2005 SS&C Technologies Earnings Conference Call
Steven Stull Advantage Capital Analyst
Hey, I havent read your merger agreement, but can you disclose or is it disclosed in there, you
know, what percentage of this is, you know, equity and how much of it is debt, and is it too late
for us to participate in the transaction? I was just joking, by the way.
William C. Stone SS&C Technologies Chairman & CEO
Yeah. The split is about $500 million in debt and about $500 million in equity.
Operator
At this time there are no further questions. Mr. Stone, are there any closing remarks?
William C. Stone SS&C Technologies Chairman & CEO
Well, again, I appreciate everybody coming on this call. You know, I think that something shows me
on this screen in front of me that theres 108 participants. So, you know, if we take the last
eight calls and add them all together, we get about 104. So we do appreciate everybody being on and
we look forward to talking with you at the end of the third quarter. Thanks.
Operator
This concludes todays SS&C second quarter 2005 earnings conference call. You may now disconnect.
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Important Additional Information Will be Filed with the SEC
SS&C Technologies, Inc. (SS&C or the Company), plans to file with the SEC and mail to its
stockholders a Proxy Statement in connection with the Agreement and Plan of Merger, dated as of
July 28, 2005 (the Merger Agreement), by and among the Company, Sunshine Acquisition Corporation,
a Delaware corporation (Parent), and Sunshine Merger Corporation, a Delaware corporation and
wholly owned subsidiary of Parent (Merger Sub), pursuant to which Merger Sub will be merged with
and into the Company, with the Company continuing after the merger as the surviving corporation and
a wholly owned subsidiary of Parent (the Merger). The Proxy Statement will contain important
information about the Company, the Merger and related matters. Investors and security holders are
urged to read the Proxy Statement carefully when it is available.
Investors and security holders will be able to obtain free copies of the Proxy Statement and
other documents filed with the SEC by the Company through the web site maintained by the SEC at
www.sec.gov.
In addition, investors and security holders will be able to obtain free copies of the Proxy
Statement from the Company by contacting Investor Relations, SS&C Technologies, Inc., 80 Lamberton
Road, Windsor, CT 06095, telephone (860) 298-4500.
The Company and its directors and executive officers may be deemed to be participants in the
solicitation of proxies in respect of the transactions contemplated by the Merger Agreement.
Information regarding the Companys directors and executive officers is contained in the Companys
Annual Report on Form 10-K for the year ended December 31, 2004 and its proxy statement dated April
26, 2005, which are filed with the SEC. As of June 30, 2005, the Companys directors and executive
officers beneficially owned 7,174,234 shares, or approximately 29.2%, of the Companys common
stock. Immediately prior to the consummation of the transactions contemplated by the Merger
Agreement, William C. Stone, the Companys Chairman of the Board and Chief Executive Officer, will
be contributing certain of his shares of Company common stock in exchange for approximately 28% of
the equity of Parent. A more complete description will be available in the Proxy Statement.
Cautionary Note Regarding Forward-Looking Statements
Statements in this document regarding the proposed Merger, the expected effects, timing and
completion of the proposed transaction and any other statements about SS&Cs future expectations,
beliefs, goals, plans or prospects constitute forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. Any statements that are not statements of
historical fact (including statements containing the words believes, plans, anticipates,
expects, estimates and similar expressions) should also be considered to be forward-looking
statements. There are a number of important factors that could cause actual results or events to
differ materially from those indicated by such forward-looking statements, including: the ability
to consummate the proposed transaction due to the failure to obtain stockholder approval, the
failure of Parent to consummate the necessary debt financing arrangements set forth in a commitment
letter received by Parent or the failure to satisfy other conditions to the closing of the proposed
transaction, the ability to recognize the benefits of the transaction, intense competition in
SS&Cs industry, changes in government regulation, failure to manage the integration of acquired
companies and other risks that are contained in documents and the other factors described in SS&Cs
Annual Report on Form 10-K for the year ended December 31, 2004 and its most recent quarterly
report filed with the SEC. In addition, any forward-looking statements represent SS&Cs estimates
only as of today and should not be relied upon as representing SS&Cs estimates as of any
subsequent date. SS&C disclaims any intention or obligation to update any forward-looking
statements as a result of developments occurring after the date of this filing.