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Item 2 — Management's Discussion and Analysis
SS&C Technologies Holdings, Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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This Management’s Discussion and Analysis of Financial Condition and Results of Operations, or MD&A, is intended to provide readers of our Condensed Consolidated Financial Statements with the perspectives of management. It presents, in narrative form, information regarding our financial condition, results of operations, liquidity and certain other factors that may affect our future results. It should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the “SEC”) on February 26, 2026 (the “2025 Form 10-K”) and the Condensed Consolidated Financial Statements included in this Form 10-Q. Within the condensed consolidated financial statements, the line items named technology-enabled services were previously named software-enabled services.
We use the term organic to refer to the businesses and operations that are included in the comparable prior year period on a constant currency basis. Organic includes the change in an acquired business, but excludes the impact of any business which we acquired for the time period which would impact the comparable prior year period.
Ongoing macroeconomic conditions, such as changes in interest rates and inflation, volatility in capital markets, global trade issues, geopolitical tensions, foreign currency exchange rate fluctuations, and other similar factors, could impact our results that are uncertain and, in many respects, outside our control. The situations remain dynamic and subject to rapid and possibly material change, which ultimately could result in material negative effects on our business and results of operations. We will continue to evaluate the nature and extent of the potential impacts to our business, consolidated results of operations, liquidity and capital resources.
Critical Accounting Estimates
A number of our accounting policies require the application of significant judgment by our management, and such judgments are reflected in the amounts reported in our Condensed Consolidated Financial Statements. In applying these policies, our management uses its judgment to determine the appropriate assumptions to be used in the determination of estimates. Those estimates are based on our historical experience, terms of existing contracts, management’s observation of trends in the industry, information
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provided by our clients and information available from other outside sources, as appropriate. Actual results may differ significantly from the estimates contained in our Condensed Consolidated Financial Statements. There have been no material changes to our critical accounting estimates and assumptions or the judgments affecting the application of those estimates and assumptions since the filing of our 2025 Form 10-K. Our critical accounting policies are described in the 2025 Form 10-K and include:
•Acquisition Accounting, Intangible Assets and Goodwill
•Software Capitalization
•Revenue Recognition
•Stock-based Compensation
•Income Taxes
Results of Operations
Our results of operations below include the results of our recent acquisitions from the date of acquisition. FPS Trust Company was acquired in February 2025, Calastone Limited in October 2025 and Curo Fund Services in November 2025.
Revenues
We derive our revenues from two sources: technology-enabled services revenues and license, maintenance and related revenues. As a general matter, fluctuations in our technology-enabled services revenues are attributable to our customer retention, the number of new technology-enabled services, total assets under management in our clients’ portfolios and the number of outsourced transactions managed for our existing clients. Technology-enabled services revenues also fluctuate as a result of reimbursements received for “out-of-pocket” expenses, such as postage and telecommunications charges. Because these additional revenues are offset by the reimbursable expenses incurred, there is no impact on gross profit, operating income and net income, however the reimbursements billed and expenses incurred can lead to fluctuations in revenues, cost of revenues and gross margin percentage each period. License, maintenance and related revenues consist primarily of term and perpetual license fees, maintenance fees and professional services. Maintenance revenues vary based on customer retention and on the annual increases in fees, which are generally tied to the consumer price index. License and professional services revenues tend to fluctuate based on the number of new licensing clients, the timing and terms of contract renewals and demand for consulting services.
The following table provides the percentage of total revenue derived by the two sources of revenue:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Technology-enabled services 83.0 % 82.5 % 84.2 % 83.2 %
License, maintenance and related 17.0 % 17.5 % 15.8 % 16.8 %
Total revenues 100.0 % 100.0 % 100.0 % 100.0 %
The following table sets forth revenues (dollars in millions) and percent change in revenues for the periods indicated:
Three Months Ended June 30, Percent Change from Prior Period Six Months Ended June 30, Percent Change from Prior Period
2026 2025 2026 2025
Technology-enabled services $ 1,408.2 $ 1,267.7 11.1 % $ 2,815.5 $ 2,537.6 11.0 %
License, maintenance and related 287.5 269.1 6.8 % 527.3 513.1 2.8 %
Total revenues $ 1,695.7 $ 1,536.8 10.3 % $ 3,342.8 $ 3,050.7 9.6 %
Three Months Ended June 30, 2026 and 2025. Our revenues increased $158.9 million, or 10.3%, primarily due to an increase of $117.6 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administration, Wealth and Investment Technology, and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $35.9 million, and the favorable impact from foreign currency translation of $5.4 million.
Technology-enabled services revenues increased $140.5 million, or 11.1%, primarily due to an increase in organic revenues of $101.6 million as well as acquisitions, which added $35.9 million in revenues, and the favorable impact from foreign currency translation of $3.0 million. License, maintenance and related revenues increased $18.4 million, or 6.8%, due to an increase in organic revenues of $16.0 million and the favorable impact from foreign currency translation of $2.4 million.
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Six Months Ended June 30, 2026 and 2025. Our revenues increased $292.1 million, or 9.6%, primarily due to an increase of $193.6 million in organic revenue growth primarily driven by strength in the SS&C GlobeOp fund administration and Global Investor and Distribution Solutions businesses. Our revenues also increased due to acquisitions, which contributed $70.8 million, and the favorable impact from foreign currency translation of $27.7 million.
Technology-enabled services revenues increased $277.9 million, or 11.0%, primarily due to an increase in organic revenues of $187.9 million as well as acquisitions, which added $70.8 million in revenues, and the favorable impact from foreign currency translation of $19.2 million. License, maintenance and related revenues increased $14.2 million, or 2.8%, due to the favorable impact from foreign currency translation of $8.5 million and an increase in organic revenues of $5.7 million.
Cost of Revenues
Cost of technology-enabled services revenues consists primarily of costs related to personnel who deliver our technology-enabled services and amortization of certain intangible assets. Cost of license, maintenance and other related revenues consists primarily of the costs related to personnel utilized in servicing our maintenance contracts and to provide implementation, conversion and training services to our software licensees, as well as system integration and custom programming consulting services and amortization of intangible assets.
The following tables set forth each of the following cost of revenues as a percentage of their respective revenue source for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Cost of technology-enabled services 54.8 % 54.7 % 53.7 % 53.6 %
Cost of license, maintenance and related 36.8 % 39.4 % 39.9 % 40.1 %
Total cost of revenues 51.7 % 52.0 % 51.5 % 51.4 %
Gross margin percentage 48.3 % 48.0 % 48.5 % 48.6 %
The following table sets forth cost of revenues (dollars in millions) and percent change in cost of revenues for the periods indicated:
Three Months Ended June 30, Percent Change from Prior Period Six Months Ended June 30, Percent Change from Prior Period
2026 2025 2026 2025
Cost of technology-enabled services $ 771.6 $ 693.9 11.2 % $ 1,512.1 $ 1,361.2 11.1 %
Cost of license, maintenance and related 105.8 106.0 (0.2 )% 210.6 205.5 2.5 %
Total cost of revenues $ 877.4 $ 799.9 9.7 % $ 1,722.7 $ 1,566.7 10.0 %
Three Months Ended June 30, 2026 and 2025. Our total cost of revenues increased by $77.5 million, or 9.7%, primarily due to an increase of $54.5 million in organic costs as well as acquisitions, which added $20.2 million in costs, and the unfavorable impact from foreign currency translation, which increased costs by $2.8 million. Our organic cost increase reflects continued investment in delivering client service.
Cost of technology-enabled services revenues increased $77.7 million, or 11.2%, due to an increase of $55.1 million in organic costs, acquisitions, which added $20.2 million in costs, and the unfavorable impact from foreign currency translation of $2.4 million. Cost of license, maintenance and related revenues decreased $0.2 million, or 0.2%, due to a decrease of $0.6 million in organic costs, partially offset by the unfavorable impact from foreign currency translation of $0.4 million.
Six Months Ended June 30, 2026 and 2025. Our total cost of revenues increased by $156.0 million, or 10.0%, primarily due to an increase of $97.4 million in organic costs as well as acquisitions, which added $40.0 million in costs, and the unfavorable impact from foreign currency translation, which increased costs by $18.6 million. Our organic cost increase reflects continued investment in delivering client service.
Cost of technology-enabled services revenues increased $150.9 million, or 11.1%, due to an increase of $95.3 million in organic costs, acquisitions, which added $40.0 million in costs, and the unfavorable impact from foreign currency translation of $15.6 million. Cost of license, maintenance and related revenues increased $5.1 million, or 2.5%, due to the unfavorable impact from foreign currency translation of $3.0 million and an increase of $2.1 million in organic costs.
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Operating Expenses
Selling and marketing expenses consist primarily of the personnel costs associated with the selling and marketing of our products, including, but not limited to, salaries, commissions and travel and entertainment. Selling and marketing expenses also include amortization of certain intangible assets, trade shows and marketing and promotional materials. Research and development expenses consist primarily of personnel costs attributable to the enhancement of existing products and the development of new software products. General and administrative expenses consist primarily of personnel costs related to management, accounting and finance, information management, human resources and administration and associated overhead costs, as well as fees for professional services.
The following table sets forth the percentage of our total revenues represented by each of the following operating expenses for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Selling and marketing 9.5 % 9.9 % 9.3 % 10.0 %
Research and development 7.8 % 8.3 % 8.0 % 8.4 %
General and administrative 6.4 % 7.3 % 6.8 % 7.1 %
Total operating expenses 23.7 % 25.5 % 24.1 % 25.6 %
The following table sets forth operating expenses (dollars in millions) and percent change in operating expenses for the periods indicated:
Three Months Ended June 30, Percent Change from Prior Period Six Months Ended June 30, Percent Change from Prior Period
2026 2025 2026 2025
Selling and marketing $ 160.5 $ 152.4 5.3 % $ 312.2 $ 304.7 2.5 %
Research and development 132.3 128.1 3.3 % 266.9 257.2 3.8 %
General and administrative 108.4 111.9 (3.1 )% 225.7 219.7 2.7 %
Total operating expenses $ 401.2 $ 392.4 2.2 % $ 804.8 $ 781.6 3.0 %
Three Months Ended June 30, 2026 and 2025. Operating expenses increased $8.8 million, or 2.2%, due to acquisitions, which added $15.5 million in expenses and the unfavorable impact from foreign currency translation of $1.2 million. These increases were partially offset by a decrease of $7.9 million in organic operating expenses. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily decreased due to lower personnel costs.
Six Months Ended June 30, 2026 and 2025. Operating expenses increased $23.2 million, or 3.0%, due to acquisitions, which added $31.1 million in expenses and the unfavorable impact from foreign currency translation of $10.3 million. These increases were partially offset by a decrease of $18.2 million in organic operating expenses. Total operating expenses, excluding the impact of acquisitions and foreign currency translation, primarily decreased due to lower personnel costs.
Comparison of the Three and Six Months Ended June 30, 2026 and 2025 for Interest, Taxes and Other
Interest expense, net. Net interest expense totaled $107.0 million and $212.4 million for the three and six months ended June 30, 2026, respectively, compared to $105.5 million and $210.7 million for the three and six months ended June 30, 2025, respectively. The increase in interest expense, net for 2026 as compared to 2025 is primarily due to higher debt balances partially offset by lower interest rates. We had an average interest rate of 5.70% and 5.69% for the three and six months ended June 30, 2026, respectively, compared to 6.14% and 6.11% for the three and six months ended June 30, 2025, respectively.
Other income (expense), net. Other income (expense), net was $1.1 million and $7.9 million for the three and six months ended June 30, 2026, respectively, compared to $(1.1) million and $6.1 million for the three and six months ended June 30, 2025, respectively. For the three and six months ended June 30, 2026, other income (expense), net was primarily comprised of dividend income of $1.0 million and $10.3 million, respectively, and foreign currency translation gains of $1.7 million and $0.3 million, respectively, partially offset by losses on fixed asset sales of $2.9 million in both periods. For the three and six months ended June 30, 2025, other income (expense), net consisted primarily of dividend income of $2.5 million and $13.7 million, respectively, offset by
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foreign currency translation losses of $1.9 million and $4.1 million, respectively, and investment losses due to mark-to-market adjustments of $1.7 million and $3.5 million, respectively.
Equity in earnings of unconsolidated affiliates, net. Equity in earnings of unconsolidated affiliates, net totaled $3.0 million and $6.9 million for the three and six months ended June 30, 2026, respectively, compared to $1.6 million and $3.9 million for the three and six months ended June 30, 2025, respectively.
Provision for income taxes. The following table sets forth the provision for income taxes (dollars in millions) and effective tax rates for the periods indicated:
Three Months Ended June 30, Six Months Ended June 30,
2026 2025 2026 2025
Provision for income taxes $ 78.9 $ 58.4 $ 155.7 $ 106.5
Effective tax rate 25.1 % 24.4 % 25.2 % 21.3 %
Our effective tax rates for the three and six months ended June 30, 2026 and 2025 differ from the statutory rate of 21.0% primarily due to the composition of income before income taxes from foreign and domestic tax jurisdictions, foreign income that is being taxed in the U.S. offset by foreign tax credits that are being limited and the recognition of windfall tax benefits from stock awards. The change in the effective tax rate for the three and six months ended June 30, 2026 compared to the prior year was primarily related to a decrease in recognition of windfall tax benefits from stock awards in the current year and a proportionate change in the composition of income before income taxes from foreign and domestic tax jurisdictions. While we have income from multiple foreign sources, the majority of our non-U.S. operations are in the United Kingdom and India. We anticipate the statutory tax rates in 2026 to be 25.0% in the United Kingdom and approximately 25.5% in India. A future change in the composition of income before income taxes from foreign and domestic tax jurisdictions could impact our periodic effective tax rate.
On July 4, 2025, the One Big Beautiful Bill Act was enacted in the United States. Certain provisions of the legislation became effective in 2025 while others became effective in 2026. The legislation did not have a material impact on our provision for income taxes during the year ended December 31, 2025 or the three and six months ended June 30, 2026.
In 2021, the OECD (“Organisation for Economic Co-operation and Development”)/G20 Inclusive Framework on Base Erosion and Profit Shifting released Model Global Anti-Base Erosion rules under Pillar Two. Further guidance continues to be released each year. Many non-U.S. tax jurisdictions in which we operate have either recently enacted legislation or are in the process of enacting legislation to adopt certain components of the Pillar Two Model Rules. The enactments effective in 2025 and 2026 were not material to our provision for income taxes.
Liquidity and Capital Resources
Our principal cash requirements are for delivering value to our clients, investing in research and development, pursuing new sales opportunities, making payments with respect to our indebtedness, acquiring complementary businesses or assets, repurchasing shares of our common stock and paying dividends on our common stock. We expect our cash on hand, cash flows from operations and cash available under our Credit Agreement to provide sufficient liquidity to fund our current obligations, projected working capital requirements and capital spending for at least the next twelve months.
We paid quarterly cash dividends of $0.27 per share of common stock in each of March and June 2026 totaling $129.3 million. We paid quarterly cash dividends of $0.25 per share of common stock in each of March and June 2025 totaling $122.5 million.
Client funds obligations include our transfer agency client balances invested overnight, claims administration funds due to our customers, as well as our contractual obligations to remit funds to satisfy client pharmacy claim obligations and are recorded on the unaudited Condensed Consolidated Balance Sheets when incurred, generally after a claim has been processed by us. Our contractual obligations to remit funds to satisfy client obligations are primarily sourced by funds held on behalf of clients. We had $3,984.5 million of client funds obligations at June 30, 2026.
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Cash flows from operating, investing and financing activities, as reflected in our Condensed Consolidated Statements of Cash Flows, are summarized in the following table (in millions):
Six Months Ended June 30,
Net cash, cash equivalents and restricted cash and cash equivalents provided by (used in): 2026 2025 Change From Prior Year
Operating activities $ 716.4 $ 645.1 $ 71.3
Investing activities (135.0 ) (148.1 ) 13.1
Financing activities (736.1 ) (987.8 ) 251.7
Effect of exchange rate changes on cash, cash equivalents and restricted cash (6.9 ) 11.7 (18.6 )
Net (decrease) increase in cash, cash equivalents and restricted cash and cash equivalents $ (161.6 ) $ (479.1 ) $ 317.5
Net cash provided by operating activities was $716.4 million for the six months ended June 30, 2026. Cash provided by operating activities primarily resulted from net income of $461.6 million adjusted for non-cash items of $505.9 million, partially offset by changes in our working capital accounts totaling $251.1 million. The changes in our working capital accounts were mainly driven by a decrease in accrued expenses and increases in accounts receivable and prepaid expenses as well as decreases in accounts payable.
Investing activities used net cash of $135.0 million for the six months ended June 30, 2026, primarily related to $125.9 million in capitalized software development costs, $19.3 million in capital expenditures, and $7.5 million investment in securities, partially offset by proceeds from the sales / maturities of investments of $7.7 million and the collection of other non-current receivables of $5.3 million.
Financing activities used net cash of $736.1 million for the six months ended June 30, 2026, primarily related to $605.7 million of purchases of common stock for treasury, a net decrease in client fund obligations of $132.1 million, $129.3 million in quarterly dividends paid, and $55.8 million in withholding taxes paid related to equity award net share settlements, partially offset by net borrowings of debt of $140.0 million, proceeds of $31.9 million from stock option exercises, and proceeds from noncontrolling interests of $14.9 million.
We have made a permanent reinvestment determination in certain non-U.S. operations that have historically generated positive operating cash flows. At June 30, 2026, we held approximately $237.1 million in cash and cash equivalents at non-U.S. subsidiaries where we had made such a determination and in turn no provision for income taxes had been made.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.
Senior Secured Credit Facilities and Senior Notes
The table below provides a summary of the key terms of our Senior Secured Credit Facilities and Senior Notes:
Amount Outstanding at June 30, 2026 Maturity Scheduled Quarterly
(in millions) Date Payments Required
Senior Secured Credit Facilities
Term B-8 Loans $ 3,861.9 May 9, 2031 (1)
Term A-9 Loans 765.0 September 27, 2029 (2) 0.625% (3)
Revolving Credit Facility (4) 230.0 December 28, 2027 None
5.5% Senior Notes 2,000.0 September 30, 2027 None
6.5% Senior Notes 750.0 June 1, 2032 None
(1)Per the September 2024 Incremental Joinder, scheduled quarterly payments of 0.25% are required. We have made all required scheduled payments on our Term B-8 Loans and do not have any principal payments due until maturity.
(2)The Term A-9 Loans will mature on the earlier to occur of (1) September 27, 2029 or (2) 91 days prior to the maturity of (x) the 5.5% Senior Notes if more than $150.0 million aggregate principal amount of the 5.5% Senior Notes remains outstanding on the 91st day prior to the maturity of the 5.5% Senior Notes or (y) the Revolving Credit Facility if more than $150.0 million aggregate principal amount of commitments remain outstanding on the 91st day prior to such maturity, whichever of (x) or (y) comes first.
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(3)Scheduled quarterly payment required for the first eight fiscal quarters commencing with the fiscal quarter ending December 31, 2024. The scheduled quarterly payment will increase to 1.250% as of December 31, 2026 for each quarter thereafter until the maturity date of the Term A-9 Loans.
(4)The senior secured credit facility has a revolving credit facility available for borrowings by SS&C with $600.0 million in available commitments (“Revolving Credit Facility”), of which $363.4 million was available as of June 30, 2026. The Revolving Credit Facility also contains a $75.0 million letter of credit sub-facility, of which $6.6 million was utilized as of June 30, 2026.
Debt Terms
Our obligations under the Term B-8 Loans and Term A-9 Loans are guaranteed by our existing and future wholly-owned domestic restricted subsidiaries (subject to customary exceptions and limitations). The obligations of the loan parties under the amended senior secured credit facility are secured by substantially all of the assets of such persons (subject to customary exceptions and limitations), including a pledge of all of the capital stock of substantially all of the U.S. wholly-owned restricted subsidiaries of such persons (with customary exceptions and limitations) and 65% of the capital stock of certain foreign restricted subsidiaries of such persons (with customary exceptions and limitations).
The amended senior secured credit facility includes negative covenants that, among other things and subject to certain thresholds and exceptions, limit our ability and the ability of our restricted subsidiaries to incur debt or liens, make investments (including in the form of loans and acquisitions), merge, liquidate or dissolve, sell property and assets, including capital stock of our subsidiaries, pay dividends on our capital stock or redeem, repurchase or retire our capital stock, alter the business we conduct, amend, prepay, redeem or purchase subordinated debt, or engage in transactions with our affiliates. The amended senior secured credit facility also contains customary representations and warranties, affirmative covenants and events of default, subject to customary thresholds and exceptions. In addition, the amended senior secured credit facility contains a financial covenant for the benefit of the Revolving Credit Facility requiring us to maintain a maximum consolidated net secured leverage ratio. The amended senior secured credit facility also contains a financial maintenance covenant for the benefit of the Term A-9 Loans that will require us to maintain a separate maximum consolidated net secured leverage ratio. In addition, under the amended senior secured credit facility, certain defaults under agreements governing other material indebtedness could result in an event of default under the amended senior secured credit facility, in which case the lenders could elect to accelerate payments under the amended senior secured credit facility and terminate any commitments they have to provide future borrowings. As of June 30, 2026, we were in compliance with all financial and non-financial covenants.
The 5.5% Senior Notes are guaranteed, jointly and severally, by SS&C Holdings and all of its existing and future domestic restricted subsidiaries that guarantee our existing senior secured credit facilities or certain other indebtedness. The 5.5% Senior Notes are unsecured senior obligations that are equal in right of payment to all of our existing and future senior unsecured indebtedness. Interest on the 5.5% Senior Notes is payable on March 30 and September 30 of each year.
At any time after March 30, 2025, we may, at our option, redeem some or all of the 5.5% Senior Notes, in whole or in part, at 100% of the principal amount, plus accrued and unpaid interest to the redemption date.
At any time prior to June 1, 2027, we may, at our option, redeem some or all of the 6.5% Senior Notes, in whole or in part, at a price equal to 100% of the principal amount of the 6.5% Senior Notes, plus a “make-whole” premium, plus accrued and unpaid interest, if any, to, the date of redemption. On and after June 1, 2027, we may, at our option, redeem some or all of the 6.5% Senior Notes, in whole or in part, at the redemption prices set forth in the following table, expressed as a percentage of the principal amount, plus accrued and unpaid interest to the redemption date:
Year Price
On or after June 1, 2027 103.250 %
On or after June 1, 2028 101.625 %
June 1, 2029 and thereafter 100.000 %
We may also, from time to time in our sole discretion, purchase, redeem, or retire any outstanding 5.5% Senior Notes and 6.5% Senior Notes, through tender offers, in privately negotiated or open market transactions, or otherwise.
The indentures governing the 5.5% Senior Notes and 6.5% Senior Notes contain a number of covenants that restrict, subject to certain thresholds and exceptions, our ability and the ability of our domestic restricted subsidiaries to incur debt or liens, make certain investments, pay dividends, dispose of certain assets, or enter into transactions with its affiliates. Any event of default under the amended senior secured credit facility that leads to an acceleration of those amounts due also results in a default under the indenture governing each of the Senior Notes.
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Covenant Compliance
Under the Revolving Credit Facility portion of the amended senior secured credit facility, we are required to satisfy and maintain a consolidated net secured leverage ratio of 6.25x at the end of each fiscal quarter if the sum of (i) outstanding amount of all loans under the Revolving Credit Facility and (ii) all non-cash collateralized letters of credit issued under the Revolving Credit Facility in excess of $20 million is equal to or greater than 30% of the total commitments under the Revolving Credit Facility. The consolidated net secured leverage ratio is calculated as the ratio of consolidated net secured funded indebtedness, net of cash and cash equivalents, as defined by the amended senior secured credit facility, for the period of four consecutive fiscal quarters ended on the measurement date. Consolidated net secured funded indebtedness is comprised of indebtedness for borrowed money, letters of credit, deferred purchase price obligations and capital lease obligations, all of which is secured by leans on our property. In addition, the Term A-9 Loans will be subject to a 5.25x consolidated net secured leverage ratio commencing at the fiscal quarter ending December 31, 2024, which will, at our option, increase to 5.75x for four consecutive fiscal quarters following a material permitted acquisition. Our ability to meet either financial ratio can be affected by events beyond our control, and we cannot assure you that we will meet either ratio. Any breach of either financial covenant could result in an event of default under the amended senior secured credit facility. Upon the occurrence of any event of default under the amended senior secured credit facility, the lenders could elect to declare all amounts outstanding under the amended senior secured credit facility to be immediately due and payable and terminate all commitments to extend further credit. Any default and subsequent acceleration of payments under the amended senior secured credit facility would have a material adverse effect on our results of operations, financial position and cash flows. Additionally, under the amended senior secured credit facility, our ability to engage in activities such as incurring additional indebtedness, making investments and paying dividends is also tied to baskets and ratios based on Consolidated EBITDA. Our consolidated net secured leverage ratio as of June 30, 2026 is 1.70.
Consolidated EBITDA is a non-GAAP financial measure used in key financial covenants contained in the amended senior secured credit facility, which is the material facility supporting our capital structure and providing liquidity to our business. Consolidated EBITDA is defined as earnings before interest, taxes, depreciation and amortization (“EBITDA”), further adjusted to exclude unusual items and other adjustments permitted in calculating covenant compliance under the amended senior secured credit facility. We believe that the inclusion of supplementary adjustments to EBITDA applied in presenting Consolidated EBITDA is appropriate to provide additional information to investors to demonstrate compliance with the specified financial ratio and other financial condition tests contained in the amended senior secured credit facility.
Management uses Consolidated EBITDA, among other financial metrics, to help gauge the costs of our capital structure. Management further believes that providing this information allows our investors greater transparency and a better understanding of our ability to meet our debt service obligations and make capital expenditures.
Consolidated EBITDA does not represent net income or cash flow from operations as those terms are defined by generally accepted accounting principles, or GAAP, and does not necessarily indicate whether cash flows will be sufficient to fund cash needs. Further, the amended senior secured credit facility requires that Consolidated EBITDA be calculated for the most recent four fiscal quarters. As a result, the measure can be disproportionately affected by a particularly strong or weak quarter. Further, it may not be comparable to the measure for any subsequent four-quarter period or any complete fiscal year.
Consolidated EBITDA is not a recognized measurement under GAAP and investors should not consider Consolidated EBITDA as a substitute for measures of our financial performance and liquidity as determined in accordance with GAAP, such as net income, operating income or net cash provided by operating activities. Because other companies may calculate Consolidated EBITDA differently than we do, Consolidated EBITDA may not be comparable to similarly titled measures reported by other companies. Consolidated EBITDA has other limitations as an analytical tool, when compared to the use of net income, which is the most directly comparable GAAP financial measure, including:
•Consolidated EBITDA does not reflect the significant interest expense we incur as a result of our debt leverage;
•Consolidated EBITDA does not reflect the provision of income tax expense in the jurisdictions in which we operate;
•Consolidated EBITDA does not reflect any attribution of costs to our operations related to our investments and capital expenditures through depreciation and amortization charges;
•Consolidated EBITDA does not reflect the cost of compensation we provide to our employees in the form of stock-based awards;
•Consolidated EBITDA does not reflect the equity in earnings of unconsolidated affiliates; and
•Consolidated EBITDA excludes expenses and income that are permitted to be excluded per the terms of our amended senior secured credit facility, but which others may believe are normal expenses for the operation of a business.
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The following is a reconciliation of net income to Consolidated EBITDA attributable to SS&C common stockholders as defined in our amended senior secured credit facility.
Three Months Ended June 30, Six Months Ended June 30, Twelve Months Ended June 30,
(in millions) 2026 2025 2026 2025 2026
Net income $ 235.3 $ 181.1 $ 461.6 $ 394.3 $ 866.0
Interest expense, net 107.0 105.5 212.4 210.7 428.0
Provision for income taxes 78.9 58.4 155.7 106.5 225.4
Depreciation and amortization 180.9 174.9 361.9 345.7 720.0
EBITDA 602.1 519.9 1,191.6 1,057.2 2,239.4
Stock-based compensation 62.0 60.2 123.7 112.9 268.5
Acquired EBITDA and cost savings (1) — — — — 18.5
Equity in earnings of unconsolidated affiliates, net (3.0 ) (1.6 ) (6.9 ) (3.9 ) 6.4
Investment gains (2) (2.8 ) (0.9 ) (11.5 ) (10.2 ) (15.4 )
Facilities and workforce restructuring 9.4 17.1 18.6 24.2 39.5
Acquisition related 0.6 1.7 1.5 3.0 10.1
Other (3) 4.0 4.9 7.5 11.0 47.5
Consolidated EBITDA $ 672.3 $ 601.3 $ 1,324.5 $ 1,194.2 $ 2,614.5
Consolidated EBITDA attributable to noncontrolling interest (4) (1.6 ) (0.9 ) (2.8 ) (1.9 ) (4.1 )
Consolidated EBITDA attributable to SS&C common stockholders $ 670.7 $ 600.4 $ 1,321.7 $ 1,192.3 $ 2,610.4
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(1)Acquired EBITDA reflects the EBITDA impact of significant businesses that were acquired during the last twelve months as if the acquisition occurred at the beginning of the trailing twelve-month period, as well as cost savings enacted in connection with acquisitions.
(2)Investment gains includes unrealized fair value adjustments of investments and dividend income received on investments.
(3)Other includes additional expenses and income that are permitted to be excluded per the terms of our amended senior secured credit facility from Consolidated EBITDA, a financial measure used in calculating our covenant compliance, and includes a loss on the sale of fixed assets of $33.3 million during the twelve months ended June 30, 2026.
(4)Consolidated EBITDA attributable to noncontrolling interest represents the proportionate share of Consolidated EBITDA of DomaniRx, LLC (a consolidated joint venture) retained by our joint venture partners.