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Delaware		52-2336218		7373
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)		(Primary Standard Industrial Classification Code Number)

Kenneth J. Gordon, Esq. Goodwin Procter llp Exchange Place 53 State Street Boston, Massachusetts 02109 (617) 570-1000		Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000

Proposed Maximum

Proposed Maximum

Amount of

Title of Each Class

Amount to be

Offering Price

Aggregate Offering

Registration

of Securities to be Registered

Registered

Per Unit(2)

Price(2)

Fee(2)

Common stock, par value $0.01 per share(1)

10,350,000

$22.615

$234,065,250

$25,500

(1)	Includes shares of our common stock issuable upon exercise of the underwriters’ option to purchase additional shares of our common stock.
(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act based on the average high and low prices of our common stock as reported on The NASDAQ Global Market on August 24, 2006.

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The information in this preliminary prospectus is not complete and may be changed. Neither we nor the selling stockholders may sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

		Per Share		Total
Price to the public		$		$
Underwriting discounts and commissions		$		$
Proceeds to DealerTrack (before expenses)		$		$
Proceeds to the selling stockholders (before expenses)		$		$

William Blair & Company	Deutsche Bank Securities

	Wachovia Securities

	JMP Securities

	Thomas Weisel Partners LLC

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		Page
Prospectus Summary			1
Risk Factors			11
Special Note Regarding Forward-Looking Statements			28
Market and Industry Data			28
Trademarks			29
Use of Proceeds			30
Price Range of Common Stock and Dividend Policy			31
Capitalization			32
Unaudited Combined Condensed Pro Forma Financial Information			33
Selected Historical Consolidated Financial Data			41
Management’s Discussion and Analysis of Financial Condition and Results of Operations			43
Business			66
Management			82
Related Party Transactions			101
Principal and Selling Stockholders			105
Description of Capital Stock			108
Shares Eligible for Future Sale			111
Material United States Federal Tax Considerations for Non-U.S. Holders of our Common Stock			112
Underwriting			114
Legal Matters			120
Experts			120
Where You Can Find More Information			121
Index to Financial Statements and Financial Statement Schedule			F-1
EX-5.1: OPINION OF GOODWIN PROCTER LLP
EX-10.24: FIRST AMENDMENT TO 2005 INCENTIVE AWARD PLAN
EX-21.1: SUBSIDIARIES
EX-23.2: CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-23.3: CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-23.4: CONSENT OF KPMG LLP
EX-23.5: CONSENT OF PRICEWATERHOUSECOOPERS LLP
EX-23.6: CONSENT OF KPMG LLP

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	We may be unable to continue to compete effectively in our industry.

	We may face increased competition from RouteOne LLC (“RouteOne”) and the captive financing source affiliates of the manufacturers that have formed RouteOne.

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	Some vendors of software products used by dealers, including certain of our competitors, are designing their software and using financial incentives to make it more difficult for our customers to use our products and services.

	We are dependent on several customers that are affiliates of some of our current and previous major stockholders.

	Our systems and network may be subject to security breaches, interruptions, failures and/or other errors or may be harmed by other events beyond our control.

	Our systems may be subject to security breaches.

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	Our network may be vulnerable to interruptions or failures.

	Undetected errors in our software may harm our operations.

	Our systems may be harmed by events beyond our control.

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	Our failure or inability to execute any element of our business strategy could adversely affect our operations.

	•	selling additional products and services to our existing customers;
	•	expanding our customer base;
	•	expanding our product and service offerings; and
	•	pursuing acquisitions and strategic alliances.

	We have a very limited operating history.

	•	minimize security concerns;
	•	increase and retain the number of financing sources and dealers that are active in our network;
	•	build brand recognition of our network products and services among dealership employees;
	•	prevent and respond quickly to service interruptions;
	•	develop our technology, new products and services;
	•	reduce the time involved in integrating new financing sources and other third parties into our network; and
	•	continue to attract, hire, motivate and retain qualified personnel.

	Our revenue, operating results and profitability will vary from quarter to quarter, which could result in volatility in our stock price.

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	•	the volume of new and used automobiles financed or leased by our participating financing source customers;
	•	the timing, number and nature of our subscriptions;
	•	automobile manufacturers or their captive financing sources offering special incentive programs such as discount pricing or 0% financing;
	•	the timing of our acquisitions of businesses, products and services;
	•	unpredictable sales cycles;
	•	the number of weekends, holidays and Mondays in a particular quarter;
	•	product and price competition regarding our products and services and those of our participating financing sources;
	•	changes in our operating expenses;
	•	the incurrence of marketing expenses in the first quarter in connection with the annual trade show of the National Automobile Dealers Association (“NADA”);
	•	the timing of introduction and market acceptance of new products, services or product enhancements by us or our competitors;
	•	software bugs or other computer system or operation disruptions or failures; and
	•	personnel changes and fluctuations in economic and financial market conditions.

	We may be unable to develop and bring products and services in development and new products and services to market in a timely manner.

	Economic trends that affect the automotive retail industry could have a negative effect on our business.

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	We are subject to extensive and complex federal and state regulation and new regulations and/or changes to existing regulations could adversely affect our business.

	The indirect automotive financing and automotive retail industries are subject to extensive and complex federal and state regulation.

	The use of our electronic contracting product by financing sources is governed by relatively new laws.

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	New legislation or changes in existing legislation could adversely affect our business.

	We utilize certain key technologies from, and integrate our network with, third parties and may be unable to replace those technologies if they become obsolete, unavailable or incompatible with our products or services.

	We may be unable to adequately protect, and we may incur significant costs in defending, our intellectual property and other proprietary rights.

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	Claims that we or our technologies infringe upon the intellectual property or other proprietary rights of a third party may require us to incur significant costs, enter into royalty or licensing agreements or develop or license substitute technology.

	We could be sued for contract or product liability claims, and such lawsuits may disrupt our business, divert management’s attention or have an adverse effect on our financial results.

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	We have made strategic acquisitions in the past and intend to do so in the future. If we are unable to find suitable acquisitions or partners or to achieve expected benefits from such acquisitions or partnerships, there could be a material adverse effect on our business, prospects, financial condition and results of operations.

	•	integration and restructuring costs, both one-time and ongoing;
	•	maintaining sufficient controls, policies and procedures;
	•	diversion of management’s attention from ongoing business operations;
	•	establishing new informational, operational and financial systems to meet the needs of our business;
	•	losing key employees, customers and vendors;
	•	failing to achieve anticipated synergies, including with respect to complementary products or services; and
	•	unanticipated and unknown liabilities.

	Any acquisitions that we complete may dilute your ownership interest in us, could have adverse effects on our business, prospects, financial condition and results of operations and could cause unanticipated liabilities.

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	We may not successfully integrate recent or future acquisitions.

During the preparation of our prospectus related to our initial public offering, we identified, and our independent registered public accounting firm issued a letter regarding, the identification of material weaknesses in our internal control over financial reporting. Failure to achieve and maintain effective internal control over financial reporting could result in a loss in investor confidence in our reported results and could adversely affect our stock price, and thus, our business prospects, financial condition and results of operations could be materially adversely affected.

	Restrictive covenants in our credit facility may restrict our ability to pursue our business strategies.

	•	access our, or our existing or future subsidiaries’, cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;
	•	incur additional indebtedness;
	•	issue preferred stock;
	•	pay dividends or make distributions in respect of our, or our existing or future subsidiaries’, capital stock or to make certain other restricted payments or investments;
	•	sell assets, including our capital stock;
	•	make certain investments, loans, advances, guarantees or acquisitions;
	•	enter into sale and leaseback transactions;

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	•	agree to payment restrictions;
	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;
	•	enter into transactions with our or the applicable subsidiary’s affiliates;
	•	incur liens; and
	•	designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

	We are dependent on our key management, direct sales force and technical personnel for continued success.

	If we fail to effectively manage our growth, our financial results could be adversely affected.

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	We may need additional capital in the future, which may not be available to us, and if we raise additional capital, it may dilute your ownership interest in us.

	•	acquiring businesses, technologies, products and services;
	•	taking advantage of growth opportunities, including more rapid expansion;
	•	making capital improvements to increase our capacity;
	•	developing new services or products; and
	•	responding to competitive pressures.

	Our future success depends substantially on continued growth in the use of the Internet by automotive dealers and the indirect automotive finance industry.

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	Risks relating to transactions and relationships with certain of our stockholders, the underwriters and their respective affiliates.

	Insiders have substantial control over us and could limit our other stockholders’ ability to influence the outcomes of key transactions, including a change of control.

	We are dependent on certain of our financing source customers that are affiliated with some of our current and previous major stockholders. Several affiliates of these financing source customers are selling stockholders and an affiliate of one such selling stockholder is acting as an underwriter in this offering.

	Several of our financing source customers or their affiliates own, in the aggregate, a significant portion of our outstanding common stock. These customers may have strategic interests that differ from those of our other stockholders.

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	•	control the composition of our board of directors through their ability to nominate directors and vote their shares to elect them;
	•	control our management and policies; and
	•	determine the outcome of significant corporate transactions, including changes in control that may be beneficial to other stockholders.

	Our financing source customers, including those financing source customers that are our stockholders, may elect to use competing third party services, either in addition to or instead of our network.

	A license agreement we have with a financing source customer restricts our ability to utilize the technology licensed under this agreement beyond the automotive finance industry.

	The requirements of being a public company may strain our resources and distract management.

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	We may have difficulty implementing in a timely manner the internal controls necessary to allow our management to report on the effectiveness of our internal controls, and these reports may not reveal all material weaknesses or significant deficiencies with our internal controls.

	Some provisions in our certificate of incorporation and by-laws may deter third parties from acquiring us.

	•	our board of directors is classified into three classes, each of which serves for a staggered three-year term;
	•	only our board of directors may call special meetings of our stockholders;
	•	we have authorized undesignated preferred stock, the terms of which may be established and shares of which may be issued without stockholder approval;
	•	our stockholders have only limited rights to amend our by-laws; and
	•	we require advance notice for stockholder proposals.

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	The price of our common stock may be volatile.

	•	price and volume fluctuations in the overall stock market from time to time;
	•	actual or anticipated changes in our earnings or fluctuations in our operating results or in the expectations of equity research analysts;
	•	trends in the automotive and automotive finance industries;
	•	catastrophic events;
	•	loss of one or more significant customers or strategic alliances;
	•	significant acquisitions, strategic alliances, joint ventures or capital commitments by us or our competitors;
	•	legal or regulatory matters, including legal decisions affecting the indirect automotive finance industry or involving the enforceability or order of priority of security interests of electronic chattel paper affecting our electronic contracting product; and
	•	additions or departures of key employees.

	If there are substantial sales of our common stock, our stock price could decline.

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	We have broad discretion as to the use of the net proceeds that we receive from this offering.

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			Price Per Share
			High				Low
Year ending December 31, 2006
	Third Quarter (through August 23, 2006)		$	23.96			$	18.80
	Second Quarter		$	24.18			$	20.73
	First Quarter		$	23.91			$	19.96
Year ended December 31, 2005
	Fourth Quarter (beginning on December 13, 2005)		$	21.00			$	19.20

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	•	an actual basis; and
	•	as adjusted to reflect: (i) the issuance and sale of 2,750,000 shares of our common stock upon completion of this offering at an assumed public offering price of $22.30 per share (the last reported sale price of our common stock on The NASDAQ Global Market on August 23, 2006).

				As of June 30, 2006
				(Unaudited)
				Actual				As Adjusted
				(In thousands, except
				share and per share data)
Cash and cash equivalents				$	25,519			$	82,906
Capital lease obligations					144				144
Due to acquirees					5,894				5,894
		Total debt		$	6,038			$	6,038
Stockholders’ equity:
	Preferred stock, par value $0.01 per share; 10,000,000 shares authorized, no shares outstanding				—				—
	Common stock, par value $0.01 per share; 175,000,000 shares authorized and 35,761,812 shares outstanding, actual; 175,000,000 shares authorized and 38,511,812 shares outstanding, as adjusted				358				385
	Additional paid-in-capital				218,070				275,430
	Deferred stock-based compensation				(6,162	)			(6,162	)
	Accumulated other comprehensive income (foreign currency)				258				258
	Accumulated deficit				(12,475	)			(12,475	)
		Total stockholders’ equity			200,049				257,436
		Total capitalization		$	206,087			$	263,474

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							Pro Forma, As Adjusted(2)
			DealerTrack				Offering				Combined,
			Holdings, Inc.(1)				Adjustments				As Adjusted
			(In thousands)
Cash and cash equivalents			$	25,519			$	57,387			$	82,906
Short-term investments				60,500				—				60,500
Other current assets				26,197				—				26,197
Property and equipment, net and software and website development costs, net				17,750				—				17,750
Intangible assets, net				44,850				—				44,850
Goodwill				49,216				—				49,216
Other assets				8,929				—				8,929
	Total assets		$	232,961			$	57,387			$	290,348
Accrued compensation and benefits			$	6,104			$	—			$	6,104
Deferred revenue				3,634				—				3,634
Other current liabilities				13,717				—				13,717
Due to acquirees — long-term				4,043				—				4,043
Other long-term liabilities				5,414				—				5,414
Total stockholders’ equity				200,049				57,387				257,436
	Total liabilities and stockholders’ equity		$	232,961			$	57,387			$	290,348

(1)	Derived from the unaudited consolidated balance sheet of DealerTrack as of June 30, 2006.
(2)	Adjustment represents estimated net proceeds of $57.4 million and the related effects on stockholders’ equity of selling shares in this offering.

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																						Pro Forma								Pro Forma, As Adjusted
		DealerTrack
		Holdings,																Global				Acquisition								Offering				Combined, As
		Inc.(1)				Chrome(2)				NAT(2)				ALG(2)				Fax(2)				Adjustments(3)				Combined				Adjustments				Adjusted
		(In thousands, except share and per share data)
Net revenue		$	120,219			$	4,302			$	1,370			$	3,028			$	8,196			$	(321	)(4)		$	136,794			$	—			$	136,794
Cost of revenue			50,132				885				868				955				3,739				8,707	(5)			65,286				—				65,286
Product development			5,566				934				365				—				—				—				6,865				—				6,865
Selling, general and administrative			54,690				3,101				2,221				1,058				2,175				(219	)(6)			63,026				—				63,026
Interest expense and other, net			(1,303	)			11				(17	)			(33	)			19				(1,111	)(7)			(2,434	)			2,391	(9)			(43	)
Income (loss) before income taxes			8,528				(607	)			(2,101	)			982				2,301				(9,920	)			(817	)			2,391				1,574
Benefit (provision) for income taxes			(4,060	)			(10	)			—				—				—				4,067	(8)			(3	)			(980	)(10)			(983	)
Net income (loss)		$	4,468			$	(617	)		$	(2,101	)		$	982			$	2,301			$	(5,853	)		$	(820	)		$	1,411			$	591
Basic net income (loss) per share applicable to common stockholders		$	0.17				—				—				—				—				—			$	(0.36	)						$	(0.02	)
Weighted average shares outstanding			2,290,439				—				—				—				—				—				2,290,439								29,579,299	(11)
Diluted net income (loss) per share applicable to common stockholders		$	0.12				—				—				—				—				—			$	(0.36	)						$	(0.02	)
Average shares outstanding assuming dilution			3,188,180				—				—				—				—				—				2,290,439								30,477,040	(11)

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										Pro Forma
		DealerTrack
		Holdings,				Global				Acquisition
		Inc.(1)				Fax(2)				Adjustments(3)				Combined
		(In thousands, except share and per share data)
Net revenue		$	81,349			$	2,822			$	—			$	84,171
Cost of revenue			32,408				1,372				1,300	(12)			35,080
Product development			4,563				—				—				4,563
Selling, general and administrative			32,443				479				—				32,922
Interest income, net			1,607				9				—				1,616
Income before income taxes			13,542				980				(1,300	)			13,222
Provision for income taxes			(5,451	)			(30	)			507	(13)			(4,974	)
Net income		$	8,091			$	950			$	(793	)		$	8,248
Basic net income per share applicable to common stockholders		$	0.23				—				—			$	0.23
Weighted average shares outstanding			35,335,493	(14)			—				—				35,335,493	(14)
Diluted net income per share applicable to common stockholders		$	0.22				—				—			$	0.22
Average shares outstanding assuming dilution			36,878,342	(14)			—				—				36,878,342	(14)

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Current assets		$	2,497
Property and equipment			529
Intangible assets			16,220
Goodwill			2,039
Total assets acquired			21,285
Total liabilities assumed			(859	)
Net assets acquired		$	20,426

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Current assets		$	490
Property and equipment			69
Intangible assets			3,830
Goodwill			4,497
Total assets acquired			8,886
Total liabilities assumed			(161	)
Net assets acquired		$	8,725

Current assets		$	95
Property and equipment			178
Other long-term assets			581
Intangible assets			21,450
Goodwill			17,615
Total assets acquired			39,919
Total liabilities assumed			(88	)
Net assets acquired		$	39,831

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Current assets		$	1,223
Property and equipment			537
Other long-term assets			14
Intangible assets (preliminary location)			11,451
Goodwill			11,451
Total assets acquired			24,676
Total liabilities assumed			(176	)
Net assets acquired		$	24,500

Entry to record additional amortization expense for Chrome acquired identifiable intangible assets as if the acquisition occurred on January 1, 2005			$	2,423
Entry to record additional amortization expense for NAT acquired identifiable intangible assets as if the acquisition occurred on January 1, 2005				616
Entry to record additional amortization expense for ALG acquired identifiable intangible assets as if the acquisition occurred on January 1, 2005				1,529
Entry to record amortization expense for Global Fax acquired identifiable intangible assets as if the acquisition occurred on January 1, 2005 (using an estimated average useful life of three years)				3,818
Elimination of intercompany revenue (cost of revenue reversed as part of(4))				321
	Total of adjustment(5)		$	8,707

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Conversion of redeemable convertible participating preferred stock upon initial public offering			26,397,589
Estimated common stock offered in the initial public offering excluding common shares whose proceeds were used for general corporate purposes			2,558,824
Weighted average shares outstanding as of December 31, 2005			622,886
Basic weighted average shares outstanding as of December 31, 2005			29,579,299
Common equivalent shares from options to purchase common stock and restricted common stock			897,741
Total as adjusted, weighted average outstanding and average shares outstanding assuming dilution			30,477,040

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																						Six Months Ended
		Year Ended December 31,																				June 30,
		2001				2002				2003				2004				2005				2005				2006
																						(Unaudited)
		(In thousands, except per share amounts)
Consolidated Statements of Operations Data:
Net revenue		$	1,338			$	11,711			$	38,679			$	70,044			$	120,219			$	52,464			$	81,349
(Loss) income from operations			(14,953	)			(16,954	)			(3,270	)			7,722				9,831				5,792				11,935
(Loss) income before provision for income taxes			(14,919	)			(16,775	)			(3,217	)			7,661				8,528				5,505				13,542
Net (loss) income		$	(14,919	)		$	(16,775	)		$	(3,289	)		$	11,253			$	4,468			$	3,137			$	8,091
Basic net (loss) income per share applicable to common stockholders(1)			—			$	(23,334.99	)		$	(1,000.30	)		$	0.45			$	0.17			$	0.12			$	0.23
Diluted net (loss) income per share applicable to common stockholders(1)			—			$	(23,334.99	)		$	(1,000.30	)		$	0.02			$	0.12			$	0.07			$	0.22
Average shares outstanding			—				1,009				3,288				40,219				2,290,439				567,302				35,335,493
Average shares outstanding assuming dilution			—				1,009				3,288				1,025,248				3,188,180				1,052,763				36,878,342

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		Year Ended December 31,																				As of
																						June 30,
		2001				2002				2003				2004				2005				2006
																						(Unaudited)
		(In thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents		$	16,311			$	13,745			$	16,790			$	21,753			$	103,264			$	25,519
Short term investments			—				—				—				—				—				60,500
Working capital(2)			15,138				13,444				15,640				24,421				101,561				88,761
Total assets			34,746				25,865				46,643				76,681				220,615				232,961
Capital lease obligations			—				—				1,100				886				394				144
Other long-term obligations			—				—				—				7,113				8,143				9,457
Total redeemable convertible participating preferred stock			46,002				53,226				72,226				72,226				—				—
Accumulated deficit			(16,223	)			(32,997	)			(36,287	)			(25,034	)			(20,566	)			(12,475	)
Total stockholders’ (deficit) equity			(13,594	)			(32,747	)			(33,608	)			(20,001	)			186,671				200,049

(1)	For the years ended December 31, 2004 and 2005 and the six months ended June 30, 2005, the basic and diluted earnings per share calculations include adjustments to net (loss) income relating to preferred dividends earned, but not paid, and net income amounts allocated to the participating preferred stockholders in order to compute net (loss) income applicable to common stockholders in accordance with SFAS No. 128, “Earnings per Share” and EITF 03-6, “Participating Securities and the Two-Class Method under FASB No. 128.” For more detail, please see Note 2 to our historical consolidated financial statements.
(2)	Working capital is defined as current assets less current liabilities.

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														Six Months Ended
		Year Ended December 31,												June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
		(In thousands, except for non-financial data)
EBITDA and Other Business Statistics:
EBITDA (unaudited)(1)		$	7,746			$	18,595			$	32,594			$	14,405			$	24,174
Capital expenditures, software and website development costs		$	3,717			$	4,407			$	10,746			$	4,899			$	7,322
Active dealers in our network as of end of the period (unaudited)(2)			15,999				19,150				21,155				20,742				22,031
Active financing sources in our network as of end of period (unaudited)(3)			59				109				201				141				243

(1)

EBITDA represents net (loss) income before interest (income) expense, taxes, depreciation and amortization. We present EBITDA because we believe that EBITDA provides useful information with respect to the performance of our fundamental business activities and is also frequently used by equity research analysts, investors and other interested parties in the evaluation of comparable companies. We rely on EBITDA as a primary measure to review and assess the operating performance of our company and management team in connection with our executive compensation plan incentive payments. In addition, our credit agreement uses EBITDA (with additional adjustments), in part, to measure our compliance with covenants such as interest coverage.

	•	EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;
	•	EBITDA does not reflect changes in, or cash requirements for, our working capital needs;
	•	EBITDA does not reflect interest expense, or the cash requirements necessary to service interest or principal payments, on outstanding debts;
	•	although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced in the future, and EBITDA does not reflect any cash requirements for such replacements; and
	•	other companies in our industry may calculate EBITDA differently than we do, limiting its usefulness as a comparative measure.

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		The following table sets forth the reconciliation of EBITDA, a non-GAAP financial measure, to net (loss) income, our most directly comparable financial measure in accordance with GAAP.

														Six Months Ended
		Year Ended December 31,												June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
		(In thousands)
Net (loss) income		$	(3,289	)		$	11,253			$	4,468			$	3,137			$	8,091
Interest income			(75	)			(54	)			(282	)			(86	)			(1,748	)
Interest expense			22				115				1,585				373				141
Provision for (benefit from) income taxes, net			72				(3,592	)			4,060				2,368				5,451
Depreciation of property and equipment and amortization of capitalized software and website development costs			7,278				4,349				4,166				1,914				3,826
Amortization of acquired identifiable intangibles			3,738				6,524				18,597				6,699				8,413
EBITDA		$	7,746			$	18,595			$	32,594			$	14,405			$	24,174

(2)	We consider a dealer to be active as of a date if the dealer completed at least one revenue-generating credit application processing transaction using the DealerTrack network during the most recently ended calendar month.
(3)	We consider a financing source to be active in our network as of a date if it is accepting credit application data electronically from dealers in the DealerTrack network.

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	Acquisition-Related Amortization Expense

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	Revenue Recognition

	Allowance for Doubtful Accounts

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	Goodwill, Other Intangibles and Long-lived Assets

	Income Taxes

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	Stock-Based Compensation

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	Significant Factors, Assumptions and Methodologies Used in Determining Fair Value

	July 2004

	•	U.S. companies with sales between $40.0 million and $3.0 billion;
	•	revenue growth in 2002-2004 ranging from 10%-20%;
	•	EBITDA margin ranging from 8%-20%;
	•	annual earnings ranging from $2.5 million to $300.0 million; and
	•	revenue multiples ranging from 0.9 to 4.2, EBITDA multiples ranging from 5 to 53 and earnings per share multiples ranging from 15.5 to 26.4.

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	August 2004

	January, March and April 2005

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	May, June and July 2005

	Significant Factors Contributing to the Difference between Fair Value as of the Date of Each Grant and Estimated Initial Public Offering Price

	•	in the third quarter of 2004, we completed our acquisition of LML, which expanded our customer base and product offerings;
	•	in the third quarter of 2004, we experienced continued profitability and a continued increase in our dealer and lender customer base;
	•	in the fourth quarter of 2004, we believe we had successfully integrated the business we acquired from LML;
	•	in the first quarter of 2005, we completed the acquisition of Go Big, which expanded our customer base and product offerings;

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	•	in the first quarter of 2005, several prospective underwriters made presentations to our board of directors regarding a potential initial public offering in the second half of 2005;
	•	in the second quarter of 2005, we completed our acquisitions of ALG, NAT and Chrome, which expanded our customer base and product offerings;
	•	in the third quarter of 2005, we filed our initial registration statement with the SEC; and
	•	throughout the entire period from July 1, 2004 through September 30, 2005, our dealer and financing source customer base increased, as did the number of transactions processed and the number of product subscriptions.

				Number of				Exercise				Fair Market				Intrinsic
				Underlying				Price Per				Value Per				Value Per
Grant Date				Shares				Share				Share				Share(1)
Stock options:
	May 2004				761,544			$	2.80			$	5.86			$	3.06
	July 2004				25,000				2.80				5.86				3.06
	August 2004				699,450				2.80				6.73				3.93
	May 2005				964,850				12.92				17.10				4.18
	June 2005				30,000				12.92				17.10				4.18
	July 2005				75,125				17.08				18.00				0.92
		Total			2,555,969
Restricted common stock:
	May 2005				101,000				n/a				17.10				17.10
	June 2005				3,500				n/a				17.10				17.10
	July 2005				3,500				n/a				18.00				18.00
	December 2005				17,925				n/a				19.80				19.80
		Total			125,925

(1)	Stock-based compensation expense was calculated by multiplying the intrinsic value per share by the number of shares, in the case of stock option awards and by multiplying the fair market value per share by the number of shares, in the case of restricted common stock awards.

	Recent Accounting Pronouncements

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															Six Months
			Year Ended December 31,												Ended June 30,
			2003				2004				2005				2005				2006
															(Unaudited)
			(% of net revenue)
Consolidated Statements of Operations Data:
Net revenue(1)				100.0	%			100.0	%			100.0	%			100.0	%			100.0	%
Operating costs and expenses:
	Cost of revenue(1)			65.6				42.4				41.7				38.5				39.8
	Product development			4.0				3.2				4.6				4.0				5.6
	Selling, general and administrative			38.9				43.4				45.5				46.5				39.9
	Total operating costs and expenses			108.5				89.0				91.8				89.0				85.3
(Loss) income from operations				(8.5	)			11.0				8.2				11.0				14.7
	Interest income			0.2				0.1				0.2				0.2				2.1
	Interest expense			(0.0	)			(0.2	)			(1.3	)			(0.7	)			(0.2	)
(Loss) income before provision for income taxes				(8.3	)			10.9				7.1				10.5				16.6
(Provision) benefit for income taxes				(0.2	)			5.1				(3.4	)			(4.5	)			(6.7	)
Net (loss) income				(8.5	)%			16.0	%			3.7	%			6.0	%			9.9	%

														Six Months
		Year Ended December 31,												Ended June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
		(% of net revenue)
(1) Related party revenue			35.5	%			27.2	%			24.1	%			25.5	%			25.0	%
Related party cost of revenue			10.3	%			4.7	%			2.7	%			3.2	%			2.2	%

	Revenue

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	Cost of Revenue and Operating Expenses

	Interest Income

	Provision for Income Taxes

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	Revenue

	Cost of Revenue and Operating Expenses

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	Interest Expense

	Benefit (Provision) for Income Taxes

	Revenue

	Cost of Revenue and Operating Expenses

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	Benefit (Provision) for Income Taxes

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		First				Second
		Quarter				Quarter
		(Unaudited)
		(In thousands, except
		per share data)
2006
Net revenue		$	37,935			$	43,414
Gross profit			22,816				26,125
Operating income			4,645				7,290
Net income			3,436				4,655
Basic net income per share applicable to common stockholders			0.10				0.13
Diluted net income per share applicable to common stockholders		$	0.09			$	0.13
Basic weighted average common shares outstanding			35,268,289				35,402,769
Diluted weighted average common shares outstanding			36,718,023				36,933,366

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		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter(2)
		(Unaudited)
		(In thousands, except share and per share data)
2005
Net revenue		$	23,271			$	29,193			$	34,380			$	33,375
Gross profit			14,868				17,407				17,647				20,165
Operating income			3,616				2,176				1,750				2,289
Net income			2,069				1,068				649				682
Basic net income per share applicable to common stockholders(1)			0.08				0.04				0.03				0.03
Diluted net income per share applicable to common stockholders(1)		$	0.04			$	0.02			$	0.01			$	0.02
Basic weighted average common shares outstanding			513,771				633,975				674,217				7,296,886
Diluted weighted average common shares outstanding			1,139,458				1,261,611				1,635,148				8,394,814

		First				Second				Third				Fourth
		Quarter				Quarter				Quarter				Quarter
		(Unaudited)
		(In thousands, except share and per share data)
2004
Net revenue		$	15,376			$	16,833			$	18,734			$	19,101
Gross profit			8,556				10,159				10,498				11,166
Operating income			1,687				1,238				2,865				1,932
Net income			1,465				994				2,478				6,316
Basic net income per share applicable to common stockholders(1)			0.07				0.04				0.10				0.25
Diluted net income per share applicable to common stockholders(1)		$	0.06			$	0.00			$	0.00			$	0.02
Basic weighted average common shares outstanding			13,689				13,689				36,116				96,806
Diluted weighted average common shares outstanding			24,778,816				600,694				1,135,019				1,562,455

(1)	The addition of earnings per share by quarter may not equal total earnings per share for the year.
(2)	During the fourth quarter of 2005, we completed the fair value assessment of the acquired assets, liabilities, identifiable intangibles and goodwill of ALG, NAT, Chrome and Go Big. The final determination resulted in amounts that were previously classified as identifiable intangibles subsequently reclassified to goodwill during the fourth quarter of 2005. This change in estimate resulted in a decrease of $3.3 million in amortization expense related to acquired identifiable intangibles from $7.6 million during the three months ended September 30, 2005 to $4.3 million recorded during the three months ended December 31, 2005.

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														Six Months Ended
		Year Ended December 31,												June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
		(In thousands)
Net cash provided by operating activities		$	8,483			$	17,162			$	32,223			$	7,647			$	15,477
Net cash used in investing activities			(5,343	)			(12,424	)			(77,197	)			(67,474	)			(95,188	)
Net cash (used in) provided by financing activities		$	(95	)		$	125			$	126,443			$	43,508			$	1,895

	Operating Activities

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	Investing Activities

	Financing Activities

						Less Than												After
		Total				1 Year				1-3 Years				4-5 Years				5 Years
		(In thousands)
Capital lease obligations		$	523			$	515			$	8			$	—			$	—
Operating lease obligations			13,771				2,248				4,754				2,205				4,564
Payments due to acquirees			7,163				1,621				4,792				750				—
Total contractual cash obligations		$	21,457			$	4,384			$	9,554			$	2,955			$	4,564

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	•	access our or our existing or future subsidiaries’ cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;
	•	incur additional indebtedness;
	•	issue preferred stock;
	•	pay dividends or make distributions in respect of our or our existing or future subsidiaries’ capital stock or to make certain other restricted payments or investments;
	•	sell assets, including our capital stock;
	•	make certain investments, loans, advances, guarantees or acquisitions;
	•	enter into sale and leaseback transactions;
	•	agree to payment restrictions;
	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;
	•	enter into transactions with our or the applicable subsidiary’s affiliates;
	•	incur liens; and
	•	designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

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	Foreign Currency Exposure

	Interest Rate Exposure

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	Automotive Retail Industry

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	Automotive Retail Industry Value Chain

Stage			Description
Pre-Sales Marketing and Prospecting:			• Dealers generate and consolidate new leads of potential automotive purchasers through various sources, including advertising in newspapers, radio, television, direct mail and the Internet.
			• In 2005, franchised dealers spent approximately $7.8 billion on advertising, of which the Internet accounted for 9.9%, up from 6.7% in 2004, according to NADA.
Sales:			• Dealer sales personnel assist the consumer’s purchasing decision by presenting available models and purchasing options.
			• Dealers frequently utilize technology products and services to assist in the sales process and improve the percentage of prospective consumers that purchase automobiles.
Finance and Insurance:
	Financing		• Dealers assist a majority of automotive consumers in obtaining financing through various financing and leasing sources.
			• Dealers execute the contract and ancillary agreements with the consumer for any finance or lease transactions.
	Insurance and Other Aftermarket Sales		• Dealers sell optional insurance and other aftermarket products, such as extended vehicle service contracts, credit protection insurance and prepaid service contracts.
Parts and Service:			• Dealers provide service and repair work and replacement parts to maintain customers’ automobiles.

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	Inefficient Legacy Processes

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	Dealers

	Financing Sources

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	Aftermarket Providers

	Other Service and Information Providers

	Our Web-Based Network

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	Sell Additional Products and Services to Our Existing Customers

	Expand Our Customer Base

	Expand Our Product and Service Offerings

	Pursue Acquisitions and Strategic Alliances

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Segment			Products and Services		Subscription/Transaction
Pre-Sales Marketing and Prospecting:			• Chrome Carbook®		• Subscription
			• Chrome PC Carbook®		• Subscription
			• Lead Distribution (new in 2006)		• Transaction
			• WebsitePlustm		• Subscription
Sales:			• BookOut Pro		• Subscription
			• Chrome Inventory Searchtm		• Subscription
			• Credit Reports		• Transaction
			• SalesMakertm		• Subscription
Finance and Insurance:
	Financing:		• ALG Residual Value Guides		• Subscription
			• BookOut		• Subscription
			• DealerTrack ToolKittm (includes our credit application processing product)		• Transaction
	Aftermarket Sales:		• DealerTrack Aftermarket Networktm (new in 2006)		• Transaction
			• DealerTrack eMenutm		• Subscription
	Contracting:		• DealTransfertm		• Subscription
			• eContracting		• Subscription and Transaction
			• eDocs		• Transaction
Data and Reporting:			• Activity Reportstm		• Subscription
			• ALG Data Services		• Subscription and Transaction
			• Chrome New Vehicle Data		• Subscription
			• Chrome VIN Search Data		• Subscription
			• DealerWire® (new in 2006)		• Subscription
			• DealWatchtm (new in 2006)		• Subscription
			• ExactIDtm (new in 2006)		• Transaction

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	Pre-Sales Marketing and Prospecting

	Sales

	Finance and Insurance

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	Data and Reporting

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	Web-Based Interface

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	Partner Integration

	Infrastructure

	Security

	Sales

	Training

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	Marketing

	•	participation in, and sponsorship of, user conferences, trade shows and industry events;
	•	using our website to offer our service and to provide product and company information;
	•	cooperative marketing efforts with financing sources and other partners, including joint press announcements, joint trade show activities, channel marketing campaigns and joint seminars;
	•	hosting events to publicize our products and services to existing customers and prospects;
	•	facsimile, direct mail and email campaigns;
	•	advertising in automotive trade magazines and other periodicals; and
	•	providing news updates through frequent press releases and publishing thought leadership in media outlets and DealerTrack publications.

	Customer Service

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	•	web-based automotive finance credit application processors, including CUDL and RouteOne;
	•	proprietary finance credit application processing systems, including those used and provided to dealers by American Honda Finance Corp. and Volkswagen Credit;
	•	dealer management system providers, including ADP, Inc. and The Reynolds and Reynolds Company;
	•	automotive retail sales desking providers, including ADP, Inc. and Market Scan Information Systems, Inc.;
	•	vehicle configuration providers, including Autodata Solutions Company, Automotive Information Center and JATO Dynamics, Inc.;
	•	providers of services related to aftermarket products, including JM&A Group and the StoneEagle Group; and
	•	providers of inventory analytic tools, including American Auto Exchange (which was purchased by JM&A Group in 2005), First Look, LLC and Manheim Auctions, Inc.

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	Consumer Privacy and Data Security Laws

	Fair Credit Reporting Act

	State Laws and Regulations

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	Revised Uniform Commercial Code Section 9-105, E-SIGN and UETA

	Internet Regulation

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				Lease/Sublease
Use		Property Location		Expiration Date
Corporate headquarters		Lake Success, NY		October 31, 2015
Chrome Systems, Inc.		Portland, OR		August 31, 2008
webalg, inc.		Downers Grove, IL		November 30, 2009
DealerTrack Aftermarket Services, Inc.		Rosemont, IL		June 30, 2010
Automotive Lease Guide (alg), Inc.		Santa Barbara, CA		February 28, 2007
DealerTrack Digital Services, Inc.		Wilmington, OH		August 31, 2007
DealerTrack Digital Services, Inc.		Wilmington, OH		July 31, 2009
DealerTrack Aftermarket Services, Inc.		Longwood, FL		January 1, 2009
dealerAccess Canada, Inc.		Richmond Hill, Ontario		April 30, 2008

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Name		Age				Position
Mark F. O’Neil			48			Chairman of the Board, President and Chief Executive Officer
John A. Blair			45			Chief Executive Officer — Automotive Lease Guide (alg), Inc.
Robert J. Cox III			40			Senior Vice President, Chief Financial Officer and Treasurer
Charles J. Giglia			55			Senior Vice President, and Chief Information Officer — DealerTrack, Inc.
Ana M. Herrera			49			Vice President, Human Resources — DealerTrack, Inc.
Eric D. Jacobs			39			Senior Vice President, General Counsel and Secretary
Richard McLeer			41			Senior Vice President, Strategy & Development — DealerTrack, Inc.
Raj Sundaram			39			Senior Vice President, Dealer Solutions — DealerTrack, Inc.
David P. Trinder			48			Senior Vice President, Network Solutions — DealerTrack, Inc.
Rick G. Von Pusch			44			Senior Vice President, Customer Development — DealerTrack, Inc.
Howard L. Tischler			52			Lead Director
Mary Cirillo-Goldberg			59			Director
Steven J. Dietz			43			Director
Thomas R. Gibson			64			Director
John J. McDonnell, Jr.			68			Director
James David Power III			74			Director

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Class		Directors
Class I: Term expires 2009 and every three years thereafter		Messrs. Power and Tischler
Class II: Term expires 2007 and every three years thereafter		Messrs. Dietz and McDonnell
Class III: Term expires 2008 and every three years thereafter		Ms. Cirillo-Goldberg and Messrs. Gibson and O’Neil

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	•	the integrity of our financial statements;
	•	the independent registered public accounting firm’s qualifications and independence; and
	•	the performance of our independent registered public accounting firm.

	•	reviewing our compensation philosophy;
	•	reviewing and recommending approval of compensation of our executive officers; and
	•	administering our stock incentive and employee stock purchase plans.

	•	identifying and recommending nominees for election to our board of directors;
	•	determining committee membership and composition; and
	•	overseeing the evaluation of our board of directors.

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Annual Fee:		$25,000 per director.
Annual Committee Chair Retainer:		$5,000 for the chair of each of our compensation and nominating and corporate governance committees. $10,000 for the chair of our audit committee.
Attendance Fee for Board Meetings:		$2,000 for each board of directors meeting attended in person, $1,000 for telephonic attendance. We also reimburse directors for their expenses to attend meetings.
Committee Member Retainer:		$2,000 for each committee meeting attended other than the investment committee, with the audit and compensation committee chairs receiving $2,500 for each committee meeting attended.
Initial Equity Grant:		Options to purchase 30,000 shares of our common stock upon becoming a director. The grant vests in three equal annual installments commencing on the first anniversary of the grant date, subject to the director’s continued service as a director.
Annual Equity Grant:		3,500 shares of restricted common stock each year on the date of our annual meeting. This grant vests in three equal annual installments commencing on the first anniversary of the grant date, subject to the director’s continued service as a director.

		Number of Shares
Name of Director		Underlying Options				Date of Grant
Howard L. Tischler			40,000				May 26, 2005
Mary Cirillo-Goldberg			6,250				January 30, 2003
			50,000				May 26, 2005
James David Power III			6,250				June 18, 2002
			50,000				May 26, 2005
Steven J. Dietz			40,000				May 26, 2005
Thomas R. Gibson			30,000				June 29, 2005
John J. McDonnell, Jr.			30,000				July 28, 2005

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																			Long-Term
							Annual Compensation												Compensation Awards
															Other								Number of
															Annual				Restricted				Securities
															Compen-				Stock				Underlying				All Other
Name and Principal Position			Year				Salary ($)				Bonus ($)(1)				sation ($)				Awards ($)(2)				Options (#)				Compensation ($)(3)
Mark F. O’Neil				2005			$	476,000			$	600,000				—			$	513,000				125,000			$	5,000
	Chairman of the Board,			2004				450,000				557,201				—				—				581,953				5,000
	President and Chief Executive Officer
John A. Blair(4)				2005				200,245				218,750				—				—				40,000				—
	President — DealerTrack Data Services, Inc.
Eric D. Jacobs				2005				250,000				180,000				—				171,000				50,000				5,000
	Senior Vice President,			2004				225,655				135,393			$	15,624	(5)			—				120,000				5,000
	General Counsel and Secretary
Vincent Passione(6)				2005				370,000				310,000				—				256,500				60,000				5,000
	President — DealerTrack, Inc.			2004				350,000				237,195				26,767	(5)			—				118,000				5,000
David P. Trinder				2005				274,092				160,000				155,924	(7)			85,500				35,000				6,688
	President — DealerTrack			2004				226,453				139,581				8,817	(8)			—				48,000				5,954
	Aftermarket Services, Inc.

(1)	The amounts shown include bonuses earned in the year noted although such amounts are payable in the subsequent year. The amounts shown exclude bonuses paid in the year noted but earned in prior years.
(2)	The following restricted common stock grants were made to the named executive officers during 2005: (i) Mr. O’Neil — 30,000 shares. The market value of these shares as of December 31, 2005 was $629,400; (ii) Mr. Jacobs — 10,000 shares. The market value of these shares as of December 31, 2005 was $209,800; (iii) Mr. Passione — 15,000 shares. The market value of these shares as of December 31, 2005 was $314,700; and (iv) Mr. Trinder — 5,000 shares. The market value of these shares as of December 31, 2005 was $104,900. Holders of restricted common stock are eligible to receive dividends when and if the company should declare them.
(3)	The amounts shown represent matching contributions under our 401(k) Plan and for Mr. Trinder, our equivalent plan in Canada.
(4)	Represents compensation received from May 25, 2005, the start date of Mr. Blair’s employment.
(5)	The amounts shown represent temporary housing paid by us.

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(6)	Mr. Passione will be leaving the Company effective as of August 31, 2006.
(7)	The amount shown consists of: (a) $3,971 auto allowance; (b) $60,000 relocation expenses; (c) $36,953 gross up payment to compensate for taxes owed on a portion of the relocation expenses; and (d) $55,000 cost of living stipend.
(8)	The amount shown represents an auto allowance.

		Individual Grant(1)
																		Potential Realizable Value at
						% of Total												Assumed Annual Stock Price
		Number of				Options												Rates of Appreciation for
		Shares				Granted to				Exercise								Option Term(3)
		Underlying				Employees in				Price Per				Expiration
Name		Options				Fiscal Year				Share(2)				Date				5%				10%
Mark F. O’Neil			125,000				10.00	%		$	12.92				05/2015			$	1,015,665			$	2,573,894
John A. Blair			40,000				3.20				12.92				05/2015				325,013				823,646
Eric D. Jacobs			50,000				4.00				12.92				05/2015				406,266				1,029,558
Vincent Passione			60,000				4.80				12.92				05/2015				487,519				1,235,469
David P. Trinder			35,000				2.80				12.92				05/2015				284,386				720,690

(1)	Based on an aggregate of 1,250,400 options to purchase our common stock granted to our employees in 2005, including the named executive officers. These options were granted under our 2005 Incentive Award Plan and are subject to its terms. 25% of the shares subject to the option vest on the first anniversary of the grant and 1/36th of the remaining shares subject to the option will vest each month thereafter.
(2)	The exercise price per share was determined to be equal to the fair market value per share of our common stock as valued by our board of directors on the date of grant.
(3)	Shown are the hypothetical gains or option spreads that would exist for the respective options. These gains are based on assumed rates of annual compounded stock price appreciation on our common stock of 5% and 10% from the date the option was granted over the option term of ten years. The 5% and 10% assumed rates of appreciation are mandated by SEC rules and do not represent our projection of future increases in the price of our common stock.

										Number of Shares								Value of Unexercised
		Number of								Underlying Unexercised								In-the-Money Options
		Shares								Options at Year-End								at Year-End(2)
		Acquired on				Value
Name		Exercise				Realized(1)				Exercisable				Unexercisable				Exercisable				Unexercisable
Mark F. O’Neil			225,000			$	3,195,000				550,397				405,957			$	9,945,554			$	6,113,798
John A. Blair			—				—				—				40,000				—				322,400
Eric D. Jacobs			30,000				426,000				61,171				119,832				1,112,089				1,672,546
Vince Passione			—				—				127,754				255,961				2,322,568				4,046,171
David P. Trinder			11,666				165,657				9,499				61,835				172,692				769,960

(1)	The values for the “value realized” represent the difference between the exercise price of the options and the price of our common stock in our initial public offering in December 2005, which was $17.00 per share. The

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	use of our initial public offering price is in accordance with SEC guidance and this price is not reflective of the fair market value on the date the options were actually exercised.
(2)	The values for “in-the-money” options represent the difference between the exercise price of the options and the closing price of our common stock on December 31, 2005, which was $20.98 per share.

						Restricted Common Stock
		Number of Shares
		Underlying				Annual				Long Term
Name		Options(1)				Grant(2)				Incentive Grant(3)
Mark F. O’Neil			90,000				35,000				170,000
John A. Blair			18,000				9,000				20,000
Eric D. Jacobs			20,000				10,000				50,000
Vincent Passione			33,300				15,000				—
David P. Trinder			18,000				9,000				35,000

(1)	These options were granted on January 27, 2006 with an exercise price of $20.68. The stock options vest as follows: 25% of the shares subject to the option will vest on the first anniversary date, and 1/36th of the remaining shares subject to the option will vest each month thereafter, such that 100% of the shares subject to the option will be fully vested on four years after the date of grant.
(2)	These shares were granted on January 27, 2006. The restrictions on the restricted common stock lapse on 25% of the restricted common stock each year on the anniversary of the grant such that all of the restrictions shall lapse at the end of four years.
(3)	These shares were granted as a long-term performance award on August 2, 2006. Each restricted common stock award will vest in full on January 31, 2010, provided that the employee remains employed by us on such date. The amount that will vest at such time is subject to the achievement of certain pre-established performance goals for the years ending December 31, 2007, 2008 and 2009. These performance goals are equally based on both our earnings before interest, taxes, depreciation and amortization, as adjusted, and the market value of our common stock, in each case as measured on the last day of the year. The awards will accelerate in full upon a change of control, if any. The total number of restricted common stock issued was 565,000 shares.

	•	The initial term of employment is through June 30, 2007, and will automatically be extended for additional one-year periods unless either party notifies the other of non-extension at least 60 days prior to the end of a term.

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	•	The annual base salary for each of the named executive officers is as follows:

						Minimum
						Per
		2006				Agreement
Mark F. O’Neil		$	495,040			$	476,000
John A. Blair		$	260,000			$	250,000
Eric D. Jacobs		$	260,000			$	250,000
Vincent Passione		$	383,000			$	370,000
David P. Trinder		$	260,000			$	250,000

	•	Each named executive officer is eligible to receive an annual performance-based cash bonus. Each year, the amount of such bonus, if any, is determined based upon our performance relative to certain performance benchmark targets.
	•	Each named executive officer is prohibited from competing with us or soliciting our employees or customers during the term of his employment and for a period of two years thereafter, and from disclosing our confidential or proprietary information indefinitely.
	•	In the event that a named executive officer’s employment is terminated by us without “cause” or by the executive for “good reason,” the named executive officer will be entitled to continue to participate in our health and welfare benefit plans for a period of one year following termination and to continue to be paid his base salary for a period of two years following termination. Additionally, the named executive officer shall be entitled to receive a pro rata annual bonus based on the percentage of the year worked through the date of termination. Notwithstanding the foregoing, in no event will any named executive officer be entitled to receive any such payment or benefits after he or she violates any non-compete, non-disclosure or non-solicit covenant. “Cause” means any of the following: (i) the executive officer’s conviction for a felony, commission of fraud or embezzlement upon us; (ii) the executive officer’s commission of any willful act intended to injure our reputation, business, or business relationships; (iii) the refusal or failure to perform his duties with us in a competent and professional manner (in certain cases, with a cure period of ten business days); or (iv) the refusal or failure of the executive officer to comply with any of his material obligations under his employment agreement (in certain cases, with a cure period of ten business days). “Good reason” means any of the following: (i) a material breach by us of an executive officer’s employment agreement or in connection with our stock incentive plans (which has not been cured within the allotted time); (ii) a material reduction of an executive officer’s title or duties or the assignment to the officer of any duties materially inconsistent with his or her then current position; (iii) any material reduction in the executive officer’s salary or benefits; (iv) the failure of any successor entity to assume the terms of the executive officer’s employment agreement upon a “change of control”; (v) relocation of the officer’s location a distance of over fifty miles; or (vi) if we do not renew the executive officer’s employment agreement upon its expiration.
	•	In the event that a named executive officer’s employment is terminated by us without “cause” or by the executive for “good reason,” the named executive officer shall be credited with twenty-four months of accelerated vesting with respect to any options or other equity-based awards granted under the 2001 Stock Option Plan or 2005 Incentive Award Plan. Upon a “change of control,” the named executive officer shall automatically be credited with thirty-six months of accelerated vesting with respect to any options or other equity-based awards granted under the 2001 Stock Option Plan or 2005 Incentive Award Plan. Further, in the event that, within twelve months following a change of control, a named executive officer’s employment is terminated, he experiences a material negative change in his compensation or responsibilities or he is required to be based at a location more than 50 miles from his current work location, any remaining unvested options or other equity-based awards granted under the 2001 Stock Option Plan or 2005 Incentive Award Plan shall become fully vested. “Change of control” means any of the following: (i) certain transactions or series of transactions in which a third party directly or indirectly acquires more than 50% of the total combined voting power of our securities (other than through registered public offerings, employee benefit plans and transactions with affiliates); (ii) over a two year period, our

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		directors who were nominated by our stockholders or elected by our board cease to constitute a majority of our board; (iii) a merger, consolidation, reorganization, business combination, sale or other disposition of all or substantially all of our assets or the acquisition of assets or stock of another entity, in which our voting securities outstanding immediately before the transaction cease to represent at least a majority of the combined voting power of the successor entity’s outstanding voting securities immediately after the transaction, or after which a person or group beneficially owns voting securities representing 50% or more of the combined voting power of the successor entity; provided, however, that no person or group shall be deemed to beneficially own 50% or more of combined voting power of the successor entity solely as a result of the voting power held in us prior to the consummation of the transaction; or (iv) our stockholders’ approval of a liquidation or dissolution. In the case of those named executive officers who have entered into employment agreements with one of our subsidiaries rather than with the parent company, “change of control” also means the occurrence of any of the above with respect to such subsidiary. However, in connection with the grants of restricted common stock on August 2, 2006, the grantees, Messrs. O’Neil, Blair, Jacobs and Trinder, each agreed that there would be no acceleration of the vesting of such grants except in connection with a change of control.
	•	Each named executive officer is entitled to a “gross-up payment” that, on an after-tax basis, is equal to the taxes imposed on any termination related benefits or payments under the named executive officer’s employment agreement in the event any payment or benefit to the named executive officer is considered an “excess parachute payment” and subject to an excise tax imposed by Section 4999 of the Internal Revenue Code.
	•	In the event that any of our named executive officers procures subsequent employment during the period during which they are entitled to a severance payment, then their future severance payments shall be reduced to the lesser of (i) fifty (50%) percent of the executive’s salary or (ii) fifty (50%) percent of the executive’s base compensation received for subsequent employment, commencing on the date the executive commences providing services in his new capacity.

	•	Mr. Blair’s contract has a term of 5 years from May 25, 2005.
	•	Mr. Blair receives a monthly payment equal to 1/ 12 of $1,200,000 multiplied by the prime interest rate plus 1%, up to a maximum rate of 7% until the note described in the subsequent bullet point is issued.
	•	Mr. Blair is eligible to receive additional compensation payable in the form of a note based on the fiscal performance of certain data products. The note, when and if issued, will accrue interest monthly and is payable in full on June 30, 2010, although it can be prepaid at any time at our option.
	•	In the event that Mr. Blair’s employment is terminated by us without “cause” or by him for “good reason,” he shall be credited with twelve months of accelerated vesting with respect to any stock options. Additionally, the vested portion of his stock options shall remain exercisable for twelve months following the date of termination of his employment. However, in connection with the grant to Mr. Blair of restricted common stock on August 2, 2006, Mr. Blair agreed that there would be no acceleration of the vesting of such grant except in connection with a change of control.
	•	Mr. Blair has signed a separate unfair competition and nonsolicitation agreement in which he agreed not to solicit from or compete with our ALG business for a period of 10 years from May 25, 2005.

	2001 Stock Option Plan

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		Number of Options				Weighted-Average
		Outstanding				Exercise Price
Balance as of January 1, 2006			3,554,551			$	6.2216
Options granted			780,700				21.2840
Options exercised			(178,763	)			5.0414
Options cancelled			(70,272	)			13.7197
Balance as of June 30, 2006			4,086,216			$	9.0280

	•	which employees, consultants, and directors are to be granted awards;
	•	the type of award that is granted;
	•	the number of shares subject to the awards; and
	•	terms and conditions of such awards, consistent with the 2005 Incentive Award Plan (the compensation committee has the discretion, subject to the limitations of the 2005 Incentive Award Plan and applicable laws, to grant ISOs, NSOs, stock bonuses and rights to acquire restricted common stock (except that only our employees may be granted ISOs)).

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	•	in the case of ISOs and NSOs, the per share option exercise price shall not be less than 100% of the fair market value of shares of our common stock on the grant date; and
	•	for any persons owning (within the meaning of Section 424(d) of the Code) more than 10% of the total combined voting power of all classes of our capital stock or of any of our subsidiaries, the per share exercise price shall be not less than 110% of the fair market value of the shares of our common stock on the grant date (the fair market value of a share of our common stock as of a given date will be determined in good faith by the compensation committee).

	•	the aggregate number of, and kind of, shares of our common stock subject to the 2005 Incentive Award Plan;
	•	the number of, and kind of, shares of our common stock subject to the outstanding awards;
	•	the price per share of our common stock upon exercise of outstanding options; and
	•	the terms and conditions of any outstanding awards, including the financial or other performance targets specified in each option agreement for determining the exercisability of options.

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	•	provide for the termination of any award in exchange for an amount of cash, if any, equal to the amount that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of such change in control or other transaction;
	•	purchase any outstanding awards for a cash amount or replace outstanding awards with other rights or property;
	•	provide that after the occurrence of the transaction, the award cannot vest, be exercised or become payable;
	•	provide that only for a specified period of time after such transaction, an award shall be exercisable or payable or fully vested with respect to all shares covered thereby, notwithstanding anything to the contrary in the 2005 Incentive Award Plan or the applicable award agreement; or
	•	provide that each outstanding option shall be assumed or substituted for an equivalent award, right or property by any successor corporation.

	Employee Stock Purchase Plan

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	•	upon the effective date of the employee’s written notice electing to cease payroll deductions and withdraw from the ESPP delivered to the compensation committee;
	•	immediately upon an employee’s withdrawal from the ESPP or termination of employment; or
	•	upon the termination of the ESPP by our board of directors.

	Stock Ownership and Retention Program

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	•	for any breach of their duty of loyalty to us or our stockholders;
	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	•	for voting or assenting to unlawful payments of dividends or other distributions; or
	•	for any transaction from which the director derived an improper personal benefit.

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	•	AmeriCredit Financial Services, Inc., which owns shares of our common stock through its affiliate, ACF Investment Corp.;
	•	Capital One Auto Finance, Inc., which owns shares of our common stock in its own name, and Onyx Acceptance Corporation, which owns shares of our common stock through its affiliate Capital One Auto Finance, Inc.;
	•	JPMorgan Chase Bank, N.A., which does business through Chase Auto Finance as three financing sources, Chase Custom Finance (previously Bank One, N.A.), Chase Prime and Subaru Motor Finance, owns shares of our common stock through its affiliate, J.P. Morgan Partners; and
	•	Wachovia Corporation, which owns shares of our common stock in its own name and through WFS Web Investments, which is a wholly-owned subsidiary of WFS Financial Inc.

	ACF Investment Corp.

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	Capital One Auto Finance, Inc.

	J.P. Morgan Partners (23A SBIC), L.P.

	Wachovia Corporation

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	Credit Management Solutions, Inc.

	GRP II, L.P., GRP II Investors, L.P. and GRP II Partners, L.P.

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		Shares Beneficially												Shares Beneficially
		Owned Before Offering								Number of				Owned After Offering
										Shares Being
Name of Beneficial Owner		Number				Percent				Offered				Number				Percent
More than 5% Stockholders:
J.P. Morgan Partners (23A SBIC), L.P.			5,612,821	(1)			15.5	%			2,770,953				2,841,868				7.3	%
First Advantage Corporation and related entities			5,428,824	(2)			14.9	%			—				5,428,824	(2)			13.9	%
AmeriCredit Corp. and related entities			2,644,242	(3)			7.3	%			1,305,417				1,338,825				3.4	%
GRP II, L.P. and related entities			2,237,502	(4)			6.2	%			1,104,616				1,132,886				2.9	%
Fred Alger Management, Inc.			2,034,498	(5)			5.6	%			—				2,034,498	(5)			5.2	%
Wachovia Corporation and related entities			1,836,465	(6)			5.1	%			904,806				931,659				2.4	%
Capital One Auto Finance, Inc.			1,832,767	(7)			5.0	%			—				1,832,767				4.7	%
Other Selling Stockholder:
Raj Sundaram			108,790	(8)			*				10,000				98,790				*
Directors and Named Executive Officers:
Mark F. O’Neil			1,206,972	(9)			3.3	%			—				1,206,972				3.0	%
John A. Blair			413,782	(10)			1.1	%			154,208				259,574				*
Eric D. Jacobs			199,349	(11)			*				—				199,349				*
Vincent Passione			333,155	(12)			*				—				333,155				*
David P. Trinder			93,123	(13)			*				—				93,123				*
Mary Cirillo-Goldberg			116,335	(14)			*				—				116,335				*
Steven J. Dietz			2,269,502	(4)(15)			6.2	%			1,104,616				1,164,886				3.0	%
Thomas R. Gibson			25,000	(16)			*				—				25,000				*
John J. McDonnell, Jr.			27,000	(17)			*				—				27,000				*
James David Power III			46,250	(18)			*				—				46,250				*
Howard L. Tischler			5,460,824	(2)(19)			15.0	%			—				5,460,824				14.0	%
All directors and executive officers as a group (16 persons)			10,517,456	(20)			27.9	%			1,268,824				9,248,632				22.9	%

	*	Indicates less than 1%

	(1)	Consists of 5,612,821 shares of our common stock held by J.P. Morgan Partners (23A SBIC), L.P. (“J.P. Morgan Partners”). The general partner of J.P. Morgan Partners is J.P. Morgan Partners (23A SBIC Manager), Inc. (“JPMP Manager”), a wholly-owned subsidiary of JPMorgan Chase Bank, National Association, a wholly-owned subsidiary of JPMorgan Chase & Co., a publicly traded company. As general

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		partner of J.P. Morgan Partners, JPMP Manager may be deemed the beneficial owner of the securities held by J.P. Morgan Partners; however, the foregoing shall not be deemed an admission that JPMP Manager is the beneficial owner of such securities and disclaims such beneficial ownership except to the extent of its pecuniary interest therein, if any. J.P. Morgan Partners and J.P. Morgan Securities Inc. entered into a voting trust agreement with an independent, unaffiliated trust company, pursuant to which J.P. Morgan Partners deposited 5,612,821 shares of our common stock into a voting trust. Generally, the voting trustee will vote such shares on a pro rata basis proportionate to all other votes actually cast. Under the voting trust agreement, J.P. Morgan Partners (i) may dispose or direct the disposition of its shares to certain eligible transferees (generally, non-affiliates of JPMorgan Chase & Co.) and (ii) has the right to receive all dividends and distributions paid on its shares, except any such dividends and distributions paid or made in the form of shares of our common stock, which shall be held by the voting trustee under the voting trust. JPMorgan Chase & Co.’s address is 270 Park Avenue, New York, NY 10017-2014.
	(2)	Consists of 5,428,824 shares of our common stock held by Credit Management Solutions, Inc., formerly known as First American Credit Management Solutions, Inc. (“CMSI”), a wholly-owned subsidiary of First Advantage Corporation, a publicly traded company. First Advantage Corporation may be deemed a beneficial owner of the shares held by CMSI, however, it disclaims beneficial ownership except to the extent of its pecuniary interest. Mr. Howard L. Tischler is Group President of First Advantage Dealer Services, an affiliate of CMSI. Mr. Tischler disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. First Advantage Corporation’s address is 100 Carillon Parkway, St. Petersburg, FL 33716.
	(3)	Consists of 2,644,242 shares of our common stock held by ACF Investment Corp. (“ACF”). ACF is a wholly-owned subsidiary of AmeriCredit Corp., a publicly traded company. AmeriCredit Corp.’s address is 801 Cherry Street, Suite 3900, Fort Worth, TX 76102.
	(4)	Consists of (i) 2,040,008 shares of our common stock held by GRP II, L.P. (“GRP II”), (ii) 145,589 shares of our common stock held by GRP II Investors, L.P. (“GRP II Investors”) and (iii) 51,905 shares of our common stock held by GRP II Partners, L.P. (“GRP II Partners”). GRPVC, L.P. (“GRPVC”) is the general partner of each of GRP II and GRP II Partners and GRP Management Services Corp. (“GRP Management Services”) is the general partner of GRPVC. Merchant Capital, Inc. is the general partner of GRP II Investors and is in turn an indirect wholly-owned subsidiary of Credit Suisse/ First Boston, Inc. Mr. Dietz is Vice President of GRP Management Services. Mr. Dietz disclaims beneficial ownership of these shares except to the extent of his pecuniary interest in such shares. Monique O’Neil, the wife of our Chairman of the Board, President and Chief Executive Officer, Mr. O’Neil, is a limited partner of GRP II Partners. Through this partnership interest, she has an indirect economic interest in approximately 1,164 shares of our common stock. GRP II, L.P.’s address is 2121 Avenue of the Stars, Suite 1630, Los Angeles, CA 90067.
	(5)	The shares shown as beneficially owned by Fred Alger Management, Inc. were reported in its Schedule 13F filed with the SEC on July 27, 2006. Fred Alger Management, Inc.’s address is 111 Fifth Avenue, New York, NY 10003.
	(6)	Consists of (i) 1,832,767 shares of our common stock held by WFS Web Investments, which is a wholly-owned subsidiary of WFS Financial Inc, which is an indirect wholly-owned subsidiary of Wachovia Corporation, and (ii) 3,698 shares of our common stock held by affiliates of Wachovia Corporation in a fiduciary capacity for its customers. Of such 3,698 shares of our common stock, affiliates of Wachovia Corporation have shared investment power with respect to 170 of such shares and do not have sole investment power with respect to any of such shares. Wachovia Corporation is an affiliate of one of the underwriters in this offering. Wachovia Corporation’s address is 301 South College Street, Charlotte, North Carolina 28288.
	(7)	Consists of 1,832,767 shares of our common stock held by Capital One Auto Finance, Inc., a wholly-owned subsidiary of Capital One Financial Corporation, a publicly traded company. Capital One Auto Finance Inc.’s address is 8000 Jones Branch Drive, 19055-0300, McLean, Virginia 22102.
	(8)	Includes 8,333 shares that Mr. Sundaram has the right to acquire within 60 days after August 15, 2006 and 40,000 shares of restricted common stock.

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	(9)	Includes 736,242 shares that Mr. O’Neil has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options. Also includes (i) 100,000 shares held by The Mark F. O’Neil Qualified Grantor Retained Annuity Trust, of which Mr. O’Neil is the trustee, (ii) 50,000 shares held by Monique O’Neil, the wife of Mr. O’Neil, and (iii) 227,500 shares of restricted common stock. Monique O’Neil is also a limited partner of GRP II Partners. Through this partnership interest, she has an indirect financial interest in approximately 1,164 shares of our common stock which is included in the total.

(10)	Includes 13,333 shares that Mr. Blair has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 29,000 shares of restricted common stock.
(11)	Includes 104,349 shares that Mr. Jacobs has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options. Also includes (i) 18,134 shares held by The Eric D. Jacobs Grantor Retained Annuity Trust, of which Mr. Jacobs is the trustee, and (ii) 67,500 shares of restricted common stock.
(12)	Includes 227,481 shares that Mr. Passione has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options. Also includes (i) 75,485 shares held by the 2005 Vincent Passione Grantor Retained Annuity Trust, of which Mr. Passione’s wife and sister are the trustees, and (ii) 26,250 shares of restricted common stock. Formerly the President of DealerTrack, Inc., Mr. Passione is leaving DealerTrack effective as of August 31, 2006.
(13)	Includes 30,957 shares that Mr. Trinder has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options. Also includes 47,750 shares of restricted common stock.
(14)	Includes 36,250 shares that Ms. Cirillo-Goldberg has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 3,500 shares of restricted common stock.
(15)	Includes 20,000 shares that Mr. Dietz has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 3,500 shares of restricted common stock.
(16)	Includes 10,000 shares that Mr. Gibson has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 3,500 shares of restricted common stock.
(17)	Includes 10,000 shares that Mr. McDonnell has the right to acquire within 60 days after July 31, 2006 upon the exercise of stock options and 3,500 shares of restricted common stock.
(18)	Includes 36,250 shares that Mr. Power has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 3,500 shares of restricted common stock.
(19)	Includes 20,000 shares that Mr. Tischler has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 3,500 shares of restricted common stock.
(20)	Includes 1,366,985 shares that this group has the right to acquire within 60 days after August 15, 2006 upon the exercise of stock options and 607,500 shares of restricted common stock.

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	•	175,000,000 shares of our common stock, par value $0.01 per share; and
	•	10,000,000 shares of preferred stock, par value $0.01 per share.

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	•	an unlimited number of piggyback registrations pursuant to which we are required to register sales of a holder’s shares under the Securities Act when we undertake a public offering either on our own behalf or on behalf of another stockholder, subject to the discretion of the managing underwriter of the offering to decrease the amount that holders may register, with priority given, in the case of a public offering undertaken on our own behalf, first to the shares to be sold by us, then to shares to be sold by the holders exercising these piggyback registration rights, and then to all other shares and, in the case of a public offering on behalf of another stockholder, first to the shares to be sold by such stockholder, then to shares to be sold by us, and then to all other shares;
	•	two demand registrations pursuant to which we are required to register sales of a holder’s shares under the Securities Act that would result in aggregate net proceeds of at least $30,000,000, subject to certain rights to delay up to 180 days the filing or effectiveness of any such registration statements; and
	•	one registration on Form S-3 (or equivalent short-form registration statement) per year pursuant to which we are required to register sales of a holder’s shares under the Securities Act, subject to the aggregate

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		market value (at the time of a holder’s request) of the shares registered by such holder being no less than $5,000,000.

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	•	one percent of the number of shares of common stock then outstanding, which will equal 390,864 shares immediately after this offering; or
	•	the average weekly trading volume of our common stock on The NASDAQ Global Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale.

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Underwriters			Number of Shares
Lehman Brothers Inc.
William Blair & Company, L.L.C.
Deutsche Bank Securities Inc.
Cowen and Company, LLC
Wachovia Capital Markets, LLC
JMP Securities LLC
Thomas Weisel Partners LLC
	Total

	•	the obligation to purchase all of the shares of our common stock offered hereby (other than those shares of our common stock covered by their option to purchase additional shares as described below), if any of the shares are purchased;
	•	the representations and warranties made by us and the selling stockholders to the underwriters are true;
	•	there is no material change in our business or in the financial markets; and
	•	we deliver customary closing documents to the underwriters.

Per Share

Total

No Exercise

Full Exercise

No Exercise

Full Exercise

Us

Selling stockholders

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	•	during the last 17 days of the 90-day restricted period we issue an earnings release or announce material news or a material event relating to us occurs; or
	•	prior to the expiration of the 90-day restricted period, we announce that we will release earnings results during the 16-day period beginning on the last day of the 90-day period;

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	•	Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed a specified maximum;
	•	A short position involves a sale by the underwriters of shares in excess of the number of shares the underwriters are obligated to purchase in the offering, which creates the syndicate short position. This short position may be either a covered short position or a naked short position. In a covered short position, the number of shares involved in the sales made by the underwriters in excess of the number of shares they are obligated to purchase is not greater than the number of shares that they may purchase by exercising their option to purchase additional shares. In a naked short position, the number of shares involved is greater than the number of shares in their option to purchase additional shares. The underwriters may close out any short position by either exercising their option to purchase additional shares and/or purchasing shares in the open market. In determining the source of shares to close out the short position, the underwriters will consider, among other things, the price of shares available for purchase in the open market as compared to the price at which they may purchase shares through their option to purchase additional shares. A naked short position is more likely to be created if the underwriters are concerned that there could be downward pressure on the price of the shares in the open market after pricing that could adversely affect investors who purchase in the offering;
	•	Syndicate covering transactions involve purchases of our common stock in the open market after the distribution has been completed in order to cover syndicate short positions; or
	•	Penalty bids permit the representative to reclaim a selling concession from a syndicate member when the common stock originally sold by the syndicate member is purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions.

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(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 or FSMA) received by it in connection with the issue or sale of the shares in circumstances in which Section 21(1) of the FSMA does not apply to us; and

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	(b) it has complied with, and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the shares in, from or otherwise involving the United Kingdom.

	(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities;
	(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts;
	(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subject to obtaining the prior consent of Lehman Brothers for any such offer; or
	(d) in any other circumstances falling within Article 3(2) of the Prospectus Directive,

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		Page
DEALERTRACK HOLDINGS, INC.:
Report of Independent Registered Public Accounting Firm		F-2
Consolidated Balance Sheets		F-3
Consolidated Statements of Operations		F-5
Consolidated Statements of Cash Flows		F-6
Consolidated Statements of Stockholders’ Equity (Deficit) and Comprehensive (Loss) Income		F-8
Notes to Consolidated Financial Statements		F-9
Schedule II — Valuation and Qualifying Accounts		F-44
AUTOMOTIVE LEASE GUIDE (ALG), LLC:
Report of Independent Auditors		F-45
Combined Balance Sheets		F-46
Combined Statements of Operations		F-47
Combined Statements of Changes in Equity		F-48
Combined Statements of Cash Flows		F-49
Notes to Combined Financial Statements		F-50
CHROME SYSTEMS CORPORATION:
Independent Auditors’ Report		F-55
Balance Sheets		F-56
Statements of Operations		F-57
Statements of Stockholders’ Equity		F-58
Statements of Cash Flows		F-59
Notes to Financial Statements		F-60
NAT HOLDINGS, INC.:
Report of Independent Auditors		F-67
Consolidated Balance Sheets		F-68
Consolidated Statements of Operations		F-69
Consolidated Statements of Stockholders’ Equity		F-70
Consolidated Statements of Cash Flows		F-71
Notes to Consolidated Financial Statements		F-72
GLOBAL FAX, L.L.C.:
Report of Independent Registered Public Accounting Firm		F-79
Consolidated Balance Sheet		F-80
Consolidated Statement of Income		F-81
Consolidated Statement of Members’ Equity and Comprehensive Income		F-82
Consolidated Statement of Cash Flows		F-83
Notes to Consolidated Financial Statements		F-84
GLOBAL FAX, L.L.C.: Unaudited financial statements as of March 31, 2006 and for the three months ended March 31, 2006 and March 31, 2005
Consolidated Balance Sheet (Unaudited)		F-88
Consolidated Statements of Income (Unaudited)		F-89
Consolidated Statement of Members’ Equity and Comprehensive Income (Unaudited)		F-90
Consolidated Statements of Cash Flows (Unaudited)		F-91
Notes to Consolidated Financial Statements (Unaudited)		F-92

F-1

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F-2

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				December 31,
												June 30,
				2004				2005				2006
												(Unaudited)
				(In thousands, except share
				and per share amounts)
ASSETS
Current assets
	Cash and cash equivalents			$	21,753			$	103,264			$	25,519
	Short-term investments				—				—				60,500
	Accounts receivable — related party				2,379				5,386				7,037
	Accounts receivable, net of allowances of $699, $2,664 and $3,801 as of December 31, 2004 and 2005 and June 30, 2006, (unaudited) respectively				6,255				13,893				14,107
	Prepaid expenses and other current assets				2,778				3,902				4,143
	Deferred tax asset				7,675				910				910
	Restricted cash				577				—				—
		Total current assets			41,417				127,355				112,216
Property and equipment, net					2,849				4,885				6,220
Software and website developments costs, net					3,423				8,769				11,530
Intangible assets, net					15,474				39,550				44,850
Goodwill					12,781				34,200				49,216
Restricted cash					590				590				540
Deferred taxes and other long-term assets					147				5,266				8,389
		Total assets		$	76,681			$	220,615			$	232,961
LIABILITIES, REDEEMABLE CONVERTIBLE PARTICIPATING PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
	Accounts payable			$	3,093			$	2,367			$	915
	Accounts payable — related party				712				2,021				177
	Accrued compensation and benefits				4,299				7,589				6,104
	Accrued other				6,926				8,674				10,588
	Deferred revenue				1,385				3,267				3,634
	Deferred taxes				42				42				42
	Due to acquirees				—				1,447				1,851
	Capital leases payable				539				387				144
		Total current liabilities			16,996				25,794				23,455
Capital leases payable — long-term					347				7				—
Due to acquirees					3,520				4,957				4,043
Other long-term liabilities					3,593				3,186				5,414
		Total liabilities			24,456				33,944				32,912
Commitments and contingencies (Note 13)
Redeemable convertible participating preferred stock
Series A (liquidation preference of $15,937 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					1,677				—				—

F-3

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				December 31,
												June 30,
				2004				2005				2006
												(Unaudited)
				(In thousands, except share
				and per share amounts)
Series A-1 (liquidation preference of $5,746 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					2,394				—				—
Series A-2 (liquidation preference of $15,000 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					14,250				—				—
Series B (liquidation preference of $28,836 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					19,986				—				—
Series B-1 (liquidation preference of $5,746 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					532				—				—
Series C (liquidation preference of $24,610 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					21,413				—				—
Series C-1 (liquidation preference of $7,916 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					6,739				—				—
Series C-2 (liquidation preference of $498 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					485				—				—
Series C-3 (liquidation preference of $5,000 as of December 31, 2004 and $0 as of December 31, 2005 and June 30, 2006 (unaudited), respectively)					4,750				—				—
		Total redeemable convertible participating preferred stock			72,226				—				—
Stockholders’ (deficit) equity
	Preferred stock, $0.01 par value; 10,000,000 shares authorized and no shares issued and outstanding as of December 31, 2004 and 2005 and June 30, 2006 (unaudited)				—				—				—
	Common stock, $0.01 par value; 30,000,000 as of December 31, 2004 and 175,000,000 shares as of December 31, 2005 and June 30, 2006 authorized (unaudited); 177,926, 35,379,717 and 35,761,812 shares outstanding as of December 31, 2004 and 2005 and June 30, 2006 (unaudited), respectively				2				354				358
	Additional paid-in capital				8,451				214,471				218,070
	Deferred stock-based compensation				(3,520	)			(7,745	)			(6,162	)
	Accumulated other comprehensive income (foreign currency)				100				157				258
	Accumulated deficit				(25,034	)			(20,566	)			(12,475	)
		Total stockholders’ (deficit) equity			(20,001	)			186,671				200,049
		Total liabilities, redeemable convertible participating preferred stock and stockholders’ (deficit) equity		$	76,681			$	220,615			$	232,961

F-4

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			Year Ended												Six Months Ended
			December 31,												June 30,
			2003				2004				2005				2005				2006
															(Unaudited)
							(In thousands, except per share amounts)
Revenue
Net revenue(1)			$	38,679			$	70,044			$	120,219			$	52,464			$	81,349
Operating costs and expenses
Cost of revenue(1)(2)				25,362				29,665				50,132				20,189				32,408
Product development(2)				1,539				2,256				5,566				2,087				4,563
Selling, general and administrative(2)				15,048				30,401				54,690				24,396				32,443
	Total operating costs and expenses			41,949				62,322				110,388				46,672				69,414
	(Loss) income from operations			(3,270	)			7,722				9,831				5,792				11,935
Interest income				75				54				282				86				1,748
Interest expense				(22	)			(115	)			(1,585	)			(373	)			(141	)
	(Loss) income before provision for income taxes			(3,217	)			7,661				8,528				5,505				13,542
(Provision) benefit for income taxes, net				(72	)			3,592				(4,060	)			(2,368	)			(5,451	)
Net (loss) income			$	(3,289	)		$	11,253			$	4,468			$	3,137			$	8,091
	Basic net (loss) income per share applicable to common stockholders(3)		$	(1,000.30	)		$	0.45			$	0.17			$	0.12			$	0.23
	Diluted net (loss) income per share applicable to common stockholders(3)		$	(1,000.30	)		$	0.02			$	0.12			$	0.07			$	0.22
	Weighted average shares outstanding			3,288				40,219				2,290,439				567,302				35,335,493
	Weighted average shares outstanding assuming dilution			3,288				1,025,248				3,188,180				1,052,763				36,878,342

				Year Ended												Six Months Ended
				December 31,												June 30,
				2003				2004				2005				2005				2006
																(Unaudited)
				(In thousands)
(1)		Related party revenue		$	13,717			$	19,070			$	29,021			$	13,371			$	20,319
		Related party cost of revenue			3,985				3,306				3,216				1,676				1,809
(2)		Stock-based compensation recorded for the years ended December 31, 2004 and 2005 and the six months ended June 30, 2005 and 2006 was classified as follows:

												Six Months
				Years Ended								Ended
				December 31,								June 30,
				2004				2005				2005				2006
												(Unaudited)
				(In thousands)
		Cost of revenue		$	286			$	295			$	108			$	524
		Product development			84				95				40				168
		Selling, general and administrative			1,263				1,600				517				1,929
(3)		See Note (2) of these financial statements for earnings per share calculations.

F-5

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																Six Months Ended
				Year Ended December 31,												June 30,
				2003				2004				2005				2005				2006
																(Unaudited)
				(In thousands)
Cash flows from operating activities
Net (loss) income				$	(3,289	)		$	11,253			$	4,468			$	3,137			$	8,091
	Depreciation and amortization				11,016				10,873				22,763				8,613				12,239
	Deferred tax (benefit) provision				—				(4,679	)			2,301				661				(2,548	)
	Amortization of deferred compensation (referred to in our Form 10-Q for the quarterly period ended June 30, 2006 as “Stock-based compensation”)				—				1,633				1,990				665				2,621
	Allowance for doubtful accounts and sales credits				475				476				3,664				1,441				2,321
	(Loss) gain on sale of property and equipment				—				(33	)			(26	)			(29	)			(47	)
	Amortization of deferred interest				—				45				165				74				70
	Deferred compensation				—				—				—				—				99
	Stock-based compensation windfall tax benefit				—				—				—				—				(1,072	)
	Amortization of bank financing costs				—				—				411				45				63
	Changes in operating assets and liabilities, net of effects of acquisitions Trade accounts receivable				520				(2,717	)			(11,052	)			(7,093	)			(1,362	)
		Accounts receivable — related party			(2,518	)			(814	)			(1,687	)			(2,443	)			(1,651	)
		Prepaid expenses and other current assets			(1,294	)			(1,808	)			(375	)			3				891
		Accounts payable and accrued expenses			599				2,763				3,764				1,875				(3,247	)
		Accounts payable — related party			1,023				(316	)			1,310				(99	)			(1,844	)
		Deferred revenue and other current liabilities			1,034				914				1,181				1,267				349
		Deferred compensation			—				—				110				—				—
		Other long-term liabilities			935				(456	)			2,329				96				341
		Deferred rent			—				—				399				—				152
		Other assets			(18	)			28				508				(566	)			11
Net cash provided by operating activities					8,483				17,162				32,223				7,647				15,477
Cash flows from investing activities
Capital expenditures					(542	)			(1,825	)			(3,453	)			(2,162	)			(1,691	)
Funds released from/(placed into) escrow and other restricted cash					12				(984	)			577				279				47
Purchase of short term investments					—				—				—				—				(76,250	)
Sale of short term investments					—				—				—				—				15,750
Capitalized software and web site development costs					(1,928	)			(2,302	)			(7,293	)			(2,737	)			(1,891	)
Proceeds from sale of property and equipment					—				5				31				30				50
Payment for net assets acquired, net of cash acquired					—				(7,318	)			(67,059	)			(62,884	)			(31,203	)
Advance payment for acquisition					(2,885	)			—				—				—				—
Net cash used in investing activities					(5,343	)			(12,424	)			(77,197	)			(67,474	)			(95,188	)

F-6

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															Six Months Ended
			Year Ended December 31,												June 30,
			2003				2004				2005				2005				2006
															(Unaudited)
			(In thousands)
Cash flows from financing activities
Principal payments on capital lease obligations				(146	)			(496	)			(492	)			(219	)			(250	)
Proceeds from the exercise of employee stock options				51				621				1,469				1,398				901
Proceeds from employee stock purchase plan				—				—				—				—				370
Net proceeds from term loan facility				—				—				24,699				24,129				—
Net proceeds from revolving credit facility				—				—				23,200				23,200				—
Repayment of term loan facility				—				—				(25,000	)			—				—
Repayment of revolving credit facility				—				—				(23,500	)			(5,000	)			—
Proceeds from initial public offering, net of expenses				—				—				126,067				—				—
Principal payments on notes payable				—				—				—				—				(210	)
Stock-based compensation windfall tax benefit				—				—				—				—				1,072
Deferred financing costs — initial public offering				—				—				—				—				12
Net cash (used in) provided by financing activities				(95	)			125				126,443				43,508				1,895
Net increase (decrease) in cash and cash equivalents				3,045				4,863				81,469				(16,319	)			(77,816	)
Effect of exchange rate changes on cash and cash equivalents				—				100				42				(6	)			71
Beginning of period				13,745				16,790				21,753				21,753				103,264
End of period			$	16,790			$	21,753			$	103,264			$	5,428			$	25,519
Supplemental disclosure
Cash paid for:
	Income taxes		$	11			$	1,071			$	2,117			$	1,028			$	7,629
	Interest			22				115				1,417				75				38
Non-cash investing and financing activities:
	Conversion of redeemable convertible participating preferred stock to common stock			—				—				72,226				—				—
	Assets acquired under capital leases			1,247				280				—				—				—
	Preferred stock issued in conjunction with acquisition of subsidiary			19,000				—				—				—				—
	Acquisition of capitalized software through note payable			—				—				—				—				2,608
	Accrued capitalized hardware and software			—				—				—				—				1,132
	Global Fax purchase price adjustment			—				—				—				—				400
	Goodwill adjustment			—				—				—				—				382
	Deferred compensation reversal to equity			—				—				—				—				209

F-7

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																										Accumulated								Total
		Preferred Stock								Common Stock								Additional				Deferred				Other								Stockholders’
																		Paid-In				Stock-Based				Comprehensive				Accumulated				Equity				Comprehensive
		Shares				Amount				Shares				Amount				Capital				Compensation				Income				Deficit				(Deficit)				(Loss) Income
		(In thousands, except share and per share amounts)
Balance as of January 1, 2003			—			$	—				1,009			$	—			$	2,628			$	—			$	—			$	(32,998	)		$	(30,370	)
Exercise of stock options			—				—				12,681				—				51				—				—				—				51
Net loss			—				—				—				—				—				—				—				(3,289	)			(3,289	)		$	(3,289	)
Comprehensive loss			—				—				—				—																							$	(3,289	)
Balance as of December 31, 2003			—				—				13,690				—				2,679				—				—				(36,287	)			(33,608	)
Exercise of stock options			—				—				164,236				2				619				—				—				—				621
Foreign currency translation adjustment			—				—				—				—				—				—				100				—				100			$	100
Deferred stock- based compensation			—				—				—				—				5,153				(5,153	)			—				—				—
Stock-based compensation expense			—				—				—				—				—				1,633				—				—				1,633
Net income			—				—				—				—				—				—				—				11,253				11,253			$	11,253
Comprehensive income																																						$	11,353
Balance as of December 31, 2004			—				—				177,926				2				8,451				(3,520	)			100				(25,034	)			(20,001	)
Exercise of stock options			—				—				511,610				5				1,464				—				—				—				1,469
Tax benefit from the exercise of stock options			—				—				—				—				395				—				—				—				395
Foreign currency translation adjustment			—				—				—				—				—				—				57				—				57			$	57
Deferred stock- based compensation			—				—				—				—				4,010				(4,010	)			—				—				—
Issuance of restricted common stock grants			—				—				125,925				1				2,204				(2,205	)			—				—				—
Stock-based compensation expense			—				—				—				—				—				1,684				—				—				1,684
Restricted common stock amortization			—				—				—				—				—				306				—				—				306
Conversion of redeemable convertible participating preferred stock			—				—				26,397,589				264				71,962				—				—				—				72,226
Issuance of common stock — initial public offering			—				—				8,166,667				82				125,985				—				—				—				126,067
Net income			—				—				—				—				—				—				—				4,468				4,468			$	4,468
Comprehensive income																																						$	4,525
Balance as of December 31, 2005			—			$	—				35,379,717			$	354			$	214,471			$	(7,745	)		$	157			$	(20,566	)		$	186,671

F-8

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Table of Contents

1.	Business Description

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Unaudited Interim Financial Statements

F-9

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Table of Contents

	Changes in Classification

	Use of Estimates

	Revenue Recognition

F-10

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Table of Contents

	Shipping Costs

	Cash and Cash Equivalents

	Short-term Investments

	Translation of Non-U.S. Currencies

F-11

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Table of Contents

	Allowance for Doubtful Accounts

	Property, Equipment and Depreciation

	Software and Website Development Costs and Amortization

	Goodwill, Other Intangibles and Long-lived Assets

F-12

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Table of Contents

	Income Taxes

	Advertising Expenses

	Concentration of Credit Risk

	Net (Loss) Income per Share

F-13

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Table of Contents

			Year Ended December 31,												Six Months Ended June 30,
			2003				2004				2005				2005				2006
															(Unaudited)
			(In thousands, except share and per share amounts)
Numerator:
	Net (loss) income		$	(3,289	)		$	11,253			$	4,468			$	3,137			$	8,091
	Amount allocated to participating preferred stockholders under two-class method			—				(11,235	)			(4,072	)			(3,067	)			—
	Net (loss) income applicable to common stockholders		$	(3,289	)		$	18			$	396			$	70			$	8,091
Denominator:
	Weighted average common stock outstanding (basic)			3,288				40,219				2,290,439				567,302				35,335,493
	Common equivalent shares from options to purchase common stock			—				985,029				897,741				485,461				1,542,849
	Weighted average common stock outstanding (diluted)			3,288				1,025,248				3,188,180				1,052,763				36,878,342
	Basic net (loss) income per share applicable to common stockholders		$	(1,000.30	)		$	0.45			$	0.17			$	0.12			$	0.23
	Diluted net (loss) income per share applicable to common stockholders		$	(1,000.30	)		$	0.02			$	0.12			$	0.07			$	0.22

F-14

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Table of Contents

														Six Months Ended
		Year Ended December 31,												June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
Stock options			1,581,893				5,624				100,275				990,625				738,450
Restricted common stock			—				—				—				—				154,000
Preferred stock			24,765,127				24,765,127				24,765,127				24,765,127				—
Total			26,347,020				24,770,751				24,865,402				25,755,752				892,450

	Stock-Based Compensation

F-15

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Table of Contents

										Exercise				Intrinsic				Fair Value
						Number of				Price Per				Value Per				of Grant
		Grant Date				Options/Shares				Share				Share				Per Share
Stock options:			May 2004				761,544			$	2.80			$	3.06			$	5.86
			July 2004				25,000				2.80				3.06				5.86
			August 2004				699,450				2.80				3.93				6.73
			May 2005				964,850				12.92				4.18				17.10
			June 2005				30,000				12.92				4.18				17.10
			July 2005				75,125				17.08				0.92				18.00
			Total				2,555,969
Restricted common stock:			May 2005				101,000				n/a				17.10				17.10
			June 2005				3,500				n/a				17.10				17.10
			July 2005				3,500				n/a				18.00				18.00
			December 2005				17,925				n/a				19.80				19.80
			Total				125,925

F-16

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Table of Contents

															Six Months
			Year Ended December 31,												Ended
															June 30,
			2003				2004				2005				2005
															(Unaudited)
			(In thousands, except per share amounts)
Net (loss) income			$	(3,289	)		$	11,253			$	4,468			$	3,137
Add: Stock-based compensation expense included in reported net (loss) income, net of taxes				—				931				1,194				379
Deduct: Stock-based compensation expense under the fair value method, net of taxes				(341	)			(1,295	)			(1,631	)			(599	)
Deduct: Amounts allocated to participating preferred stockholders under two-class method(a)				—				(10,871	)			(3,674	)			(2,852	)
Pro forma net (loss) income applicable to common stockholders			$	(3,630	)		$	18			$	357			$	65
Basic net (loss) income per share applicable to common stockholders As reported			$	(1,000.30	)		$	0.45			$	0.17			$	0.12
	Pro forma		$	(1,104.01	)		$	0.44			$	0.16			$	0.12
Diluted net (loss) income per share applicable to common stockholders As reported			$	(1,000.30	)		$	0.02			$	0.12			$	0.07
	Pro forma		$	(1,104.01	)		$	0.04			$	0.11			$	0.07

(a)		Refer to Net (Loss) Income per Share sub-section in Note 2 for additional information.

F-17

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Table of Contents

			Six Months
			Ended
			June 30,
			2006
			(Unaudited)
Stock options, restricted common stock and employee stock purchase plan compensation expense recognized:
	Cost of revenue		$	343
	Product development			113
	Selling, general and administrative			937
	Total stock-based compensation expense			1,393
	Related deferred income tax benefit			(543	)
	Decrease in net income		$	850
	Decrease in basic earnings per share		$	0.02
	Decrease in diluted earnings per share		$	0.02

F-18

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Table of Contents

														Six Months
														Ended
		Year Ended December 31,												June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
Expected life (in years)(1)			5				5				5				5				6.25
Risk-free interest rate			3.17	%			3.62	%			3.76	%			3.73	%			4.38	%
Expected volatility(2)			0	%			0	%			47.00	%			0	%			47.00	%
Expected dividend yield			0	%			0	%			0	%			0	%			0	%

(1)	For the six months ended June 30, 2006, the expected lives of options were determined based on the “simplified” method under the provisions of SAB 107. Due to limited history, we believe we do not have appropriate historical experience to estimate future exercise patterns. As more information becomes available, we may revise this estimate on a prospective basis.
(2)	We started trading in connection with our initial public offering on December 13, 2005, and have had a brief trading history to determine expected volatility based on historical performance of our traded common stock. As a private company (for awards issued prior to December 13, 2005), we used 0% volatility. Due to the short public trading of our common stock, we estimated the expected volatility based on the historical volatility of similar entities whose common shares are publicly traded. The expected volatility for the year ended December 31, 2005 only applies to options issued subsequent to December 13, 2005, the date of our initial public offering.

	Recent Accounting Pronouncements

F-19

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F-20

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3.	Business Combinations

	Global Fax, L.L.C. (Global Fax) (unaudited)

Current assets		$	1,223
Property and equipment			537
Other long-term assets			14
Intangible assets			11,451
Goodwill			11,451
Total assets acquired			24,676
Total liabilities assumed			(176	)
Net assets acquired		$	24,500

F-21

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	Wired Logic, Inc. (DealerWire®) (unaudited)

Current assets		$	18
Property and equipment			36
Other long-term assets			5
Intangible assets			2,262
Goodwill			3,734
Total assets acquired			6,055
Total liabilities assumed			(22	)
Net assets acquired		$	6,033

	Unaudited Pro Forma Summary of Operations

		Six Months Ended
		June 30, 2006
		(Pro forma)
Net revenue		$	84,171
Net income applicable to common stockholders		$	8,248
Basic net income per share applicable to common stockholders		$	0.23
Diluted net income per share applicable to common stockholders		$	0.22

F-22

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	Automotive Lease Guide (alg), LLC and Automotive Lease Guide (alg) Canada, Inc. (collectively, ALG)

Current assets		$	95
Property and equipment			178
Other long-term assets			581
Intangible assets			21,450
Goodwill			17,615
Total assets acquired			39,919
Total liabilities assumed			(88	)
Net assets acquired		$	39,831

	North American Advanced Technology, Inc. (NAT)

F-23

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Current assets		$	490
Property and equipment			69
Intangible assets			3,830
Goodwill			4,497
Total assets acquired			8,886
Total liabilities assumed			(161	)
Net assets acquired		$	8,725

	Chrome Systems Corporation (Chrome)

Current assets		$	2,497
Property and equipment			529
Intangible assets			16,220
Goodwill			2,039
Total assets acquired			21,285
Total liabilities assumed			(859	)
Net assets acquired		$	20,426

F-24

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	GO BIG! Software, Inc. (Go Big)

Current assets		$	43
Intangible assets			1,173
Goodwill			386
Total assets acquired			1,602
Total liabilities assumed			(38	)
Net assets acquired		$	1,564

	Lease Marketing, Ltd. and its subsidiaries (collectively “LML”)

F-25

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Current assets		$	177
Property and equipment			183
Intangible assets			10,140
Goodwill			7,416
Total assets acquired			17,916
Total liabilities assumed			(5,020	)
Net assets acquired		$	12,896

	dealerAccess Inc. (dealerAccess)

Current assets		$	698
Property and equipment			522
Intangible assets			1,977
Goodwill			124
Total assets acquired			3,321
Total liabilities assumed			(837	)
Net assets acquired		$	2,484

F-26

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Table of Contents

	Unaudited Pro Forma Summary of Operations

		Year Ended December 31,
		2005				2004
		(Unaudited)
		(In thousands, except per
		share data)
Net revenue		$	128,589			$	100,552
Net loss applicable to common stockholders		$	(4,213	)		$	(22,428	)
Basic net loss per share applicable to common stockholders		$	(1.84	)		$	(557.65	)

		Six Months Ended
		June 30, 2005
		(Pro forma)
		(Unaudited)
Net revenue		$	64,868
Net loss applicable to common stockholders		$	(1,485	)
Basic and diluted net loss per share applicable to common stockholders		$	(2.62	)

4.	Related Party Transactions

	Service Agreement with Related Parties — Financing Sources

F-27

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Table of Contents

	Service Agreements with Related Parties — Other Service and Information Providers

	Operating Agreements with Related Parties

F-28

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5.	Property and Equipment

		Estimated				December 31,
		Useful Life												June 30
		(Years)				2004				2005				2006
														(Unaudited)
Computer equipment			3			$	7,633			$	9,470			$	11,466
Office equipment			5				739				1,721				1,870
Furniture and fixtures			5				442				1,427				1,728
Leasehold improvements			5-7				123				460				655
							8,937				13,078				15,719
Less: Accumulated depreciation and amortization							(6,088	)			(8,193	)			(9,499	)
Total property and equipment, net						$	2,849			$	4,885			$	6,220

6.	Intangible Assets

		December 31, 2004								December 31, 2005
																		Amortization
		Gross Book				Accumulated				Gross Book				Accumulated				Period
		Value				Amortization				Value				Amortization				(Years)
Customer contracts		$	18,472			$	(7,845	)		$	22,150			$	(15,160	)			1-3
Database			—				—				15,900				(3,873	)			3-6
Trade names			3,420				(964	)			10,500				(2,365	)			5-10
Patents/technology			—				—				15,591				(5,202	)			2-5
Non-compete agreement			2,325				(513	)			2,749				(1,139	)			2-5
Other			900				(321	)			900				(501	)			5
Total		$	25,117			$	(9,643	)		$	67,790			$	(28,240	)

F-29

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		June 30, 2006
										Amortization
		Gross Book				Accumulated				Period
		Value				Amortization				(Years)
		(Unaudited)
Customer contracts		$	12,168			$	(6,633	)			1-3
Database			15,900				(5,269	)			3-6
Trade names			10,500				(2,897	)			5-10
Patents/technology			16,291				(7,897	)			2-5
Non-compete agreement			2,916				(1,353	)			2-5
Global Fax acquired intangibles (preliminary allocations)(1)			11,451				(636	)			3
Other			900				(591	)			5
Total		$	70,126			$	(25,276	)

(1)

We are completing a fair value assessment (which is expected to be completed by December 31, 2006) of the 2006 acquired intangible assets, including asset classification and useful life. For purposes of the second quarter 2006 results, the acquired identifiable intangibles were amortized over three years. The Company utilized a useful life of three years, as it is expected that the asset classifications will be consistent with the Company’s current intangible assets. The final allocation may be materially different from the preliminary allocation and a portion of the current classified acquired intangibles could be reclassed to goodwill.

7.	Goodwill

Balance as of January 1, 2004		$	5,128
Acquisition of dealerAccess (see Note 3)			746
Acquisition of LML (see Note 3)			8,089
Recognition of acquired tax benefits related to Credit Online (see Note 11)			(1,182	)
Balance as of December 31, 2004		$	12,781

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Balance as of January 1, 2005		$	12,781
Acquisition of Go Big (see Note 3)			386
Acquisition of ALG (see Note 3)			17,615
Acquisition of NAT (see Note 3)			4,497
Acquisition of Chrome (see Note 3)			2,039
Recognition of acquired tax benefits to Credit Online (see Note 11)			(2,444	)
LML purchase price adjustment			(674	)
Balance as of December 31, 2005		$	34,200

Balance as of January 1, 2006		$	34,200
Acquisition of Global Fax (preliminary allocation)			11,451
Acquisition of DealerWire			3,734
Recognition of acquired tax benefits to dealerAccess			(622	)
Go Big purchase price adjustment (recording of contingent consideration)			382
Other			71
Balance as of June 30, 2006		$	49,216

8.	Other Accrued Liabilities

		December 31,				December 31,				June 30,
		2004				2005				2006
										(Unaudited)
Professional fees		$	603			$	2,033			$	1,050
Software licenses			—				—				1,309
Insurance			75				7				—
Equipment			825				—				383
Relocation and recruitment			212				197				—
Taxes			77				45				—
Customer deposits			2,989				2,820				2,785
Revenue shares			209				815				2,286
Servicing costs			1,364				416				254
Marketing			—				131				—
Rent abandonment			—				258				184
Initial public offering			—				495				—
Other			572				1,457				2,337
Total other accrued liabilities		$	6,926			$	8,674			$	10,588

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9.	Initial Public Offering

	•	On December 13, 2005, the effective date of the offering, our redeemable convertible participating preferred stock converted into 26,397,589 shares of our common stock. In connection with the conversion, all rights and preferences of the convertible preferred stock terminated.
	•	The amended and restated certificate of incorporation authorized us to issue two classes of stock to be designated, respectively, common stock, par value $0.01 per share, and preferred stock, par value $0.01 per share. The total number of shares that we shall have the authority to issue is 185,000,000 shares, 175,000,000 shares of which shall be common stock and 10,000,000 shares of which shall be preferred stock.
	•	We repaid $43.5 million in credit facilities.
	•	We increased the number of authorized common and preferred stock from 30,000,000 shares and zero to 175,000,000 and 10,000,000, respectively. As of December 31, 2005 and June 30, 2006, no shares of preferred stock were outstanding.

10.	401(k) Plan

11.	Income Taxes

		Year Ended December 31,
		2003				2004				2005
United States		$	(3,217	)		$	7,856			$	7,944
Canada			—				(195	)			584
		$	(3,217	)		$	7,661			$	8,528

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			Year Ended December 31,
			2003				2004				2005
Current tax provision:
	Federal		$	—			$	301			$	908
	State and local			72				787				851
	Canada			—				(1	)			—
Total current tax provision				72				1,087				1,759
Deferred tax (benefit):
	Federal			—				(3,691	)			1,631
	State and local			—				(988	)			670
Total deferred tax (benefit)				—				(4,679	)			2,301
Provision (benefit) for income taxes, net			$	72			$	(3,592	)		$	4,060

		December 31,
		2004				2005
Deferred tax assets:
Net operating loss carryforwards		$	13,907			$	5,615
Depreciation and amortization			73				243
Deferred compensation			702				1,375
Acquired intangibles			—				4,458
Tax credits			787				424
Other			1,509				1,588
			16,978				13,703
Deferred tax liabilities:
Capitalized software and web site development			(1,231	)			(3,436	)
Acquired intangibles			(2,174	)			—
Other			(12	)			(18	)
			13,561				10,249
Deferred tax asset valuation allowance			(7,700	)			(4,245	)
		$	5,861			$	6,004

F-33

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F-34

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		Year Ended December 31,
		2003				2004				2005
Pre-tax book income			34.0	%			34.0	%			34.0	%
State taxes			2.2	%			(2.5	)%			10.7	%
Foreign rate differential			—				—				(2.3	)%
Deferred tax rate adjustment			—				—				5.6	%
Valuation allowance and other			(38.4	)%			(78.4	)%			(0.4	)%
Total			(2.2	)%			(46.9	)%			47.6	%

12.	Stock Option and Deferred Compensation Plans

	2001 Stock Option Plan

	2005 Incentive Award Plan

	Stock Reissuance Program

F-35

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Table of Contents

						Weighted-
		Number of				Average
		Shares				Exercise Price
Balance as of January 1, 2003			1,498,961			$	4.4951
Options Granted			700,747			$	2.8000
Options Exercised			(12,681	)		$	4.0517
Options Cancelled			(605,134	)		$	6.1547
Balance as of December 31, 2003			1,581,893			$	3.1129
Options Granted			1,829,650			$	2.8000
Options Exercised			(164,236	)		$	3.7778
Options Cancelled			(308,537	)		$	3.0544
Balance as of December 31, 2004			2,938,770			$	2.8871
Options Granted			1,250,400			$	12.8317
Options Exercised			(511,610	)		$	2.8704
Options Cancelled			(123,009	)		$	7.6886
Balance as of December 31, 2005			3,554,551			$	6.2216
Options Granted (unaudited)			780,700			$	21.2840
Options Exercised (unaudited)			(178,763	)		$	5.0414
Options Cancelled (unaudited)			(70,272	)		$	13.7197
Balance as of June 30, 2006 (unaudited)			4,086,216			$	9.0280

F-36

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						Options Outstanding								Options Exercisable
						Weighted-Average
		Number of				Remaining
		Shares				Contractual Life				Weighted-Average				Number				Weighted Average
Exercise Price		Outstanding				in Years				Exercise Price				Exercisable				Exercise Price
$2.80			1,920,312				7.9618			$	2.80				948,564			$	2.80
$3.12			431,741				6.0313			$	3.12				423,738			$	3.12
$6.00			3,749				5.4292			$	6.00				3,749			$	6.00
$8.00			2,499				3.3952			$	8.00				2,499			$	8.00
$9.00			152,000				8.3368			$	9.00				32,500			$	9.00
$12.92			943,975				9.3050			$	12.92				30,625			$	12.92
$17.08			73,950				9.5743			$	17.08				—			$	17.08
$19.80			26,325				9.9603			$	19.80				—			$	19.80
			3,554,551												1,441,675

						Options Outstanding												Options Exercisable
						Weighted-
						Average																Weighted-
						Remaining				Weighted-				Aggregate								Average				Weighted				Aggregate
		Number of				Contractual				Average				Intrinsic								Remaining				Average				Intrinsic
Range of		Shares				Life in				Exercise				Value				Number				Contractual				Exercise				Value
Exercise Price		Outstanding				Years				Price				(’000)				Exercisable				Life in Years				Price				(’000)
						(Unaudited)																(Unaudited)
$2.80-$4.55			2,214,145				7.1800			$	2.8533			$	42,236				1,493,201				7.1800			$	2.8790			$	28,445
$4.56-$6.82			2,812				4.9336			$	6.0000				45				2,812				4.9336			$	6.0000				45
$6.83-$9.10			114,533				8.6986			$	8.9918				1,482				45,369				8.6986			$	8.9793				588
$11.38-$13.65			895,900				8.9083			$	12.9200				8,071				236,498				8.9083			$	12.9200				2,131
$15.93-$18.20			69,276				9.0787			$	17.0800				336				209				9.0787			$	17.0800				1
$18.21-$20.48			22,950				9.4648			$	19.8000				49				—				9.4648			$	—				—
$20.49-$22.75			766,600				9.5618			$	21.2801				497				—				9.5618			$	—				—
			4,086,216				8.0918			$	9.0280			$	52,716				1,778,089				8.0918			$	4.3768			$	31,210

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		Restricted Common Stock
						Weighted
		Number of				Average Grant
		Shares				Date Fair Value
		(Unaudited)
Non-vested as of January 1, 2006			125,925			$	17.5094
Awards granted			173,700			$	21.0155
Awards vested			(21,750	)		$	17.1000
Awards canceled/expired/forfeited			(700	)		$	21.5300
Non-vested as of June 30, 2006			277,175			$	19.7286

	Employee Stock Purchase Plan

	Employees’ Deferred Compensation Plan

	Directors’ Deferred Compensation Plan

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13.	Commitments and Contingencies

	Operating Leases

Years Ending December 31,
2006		$	2,248
2007			1,880
2008			1,567
2009			1,307
2010			1,091
Thereafter			5,678
		$	13,771

	Capital Leases

		As of December 31,
		2004				2005
Computer equipment		$	1,526			$	1,526
Less: Accumulated depreciation			(588	)			(1,097	)
		$	938			$	429

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Years Ending December 31,
2006			$	515
2007				8
Thereafter				—
	Total minimum lease payments			523
Less: Amount representing estimated executory costs (such as taxes, maintenance, and insurance), including profit thereon, included in total minimum lease payments				(118	)
Net minimum lease payments				405
Less: Amount representing interest				(11	)
Present value of net minimum lease payments			$	394

	Retail Sales Tax

	Commitments

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	Legal Proceedings

14.	Segment Information

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														Six Months Ended
		Year Ended December 31,												June 30,
		2003				2004				2005				2005				2006
														(Unaudited)
Transaction services revenue		$	32,655			$	56,399			$	82,637			$	38,687			$	52,838
Subscription services revenue			4,107				12,363				32,390				12,055				24,622
Other			1,917				1,282				5,192				1,722				3,889
Total net revenue		$	38,679			$	70,044			$	120,219			$	52,464			$	81,349

15.	Credit Facilities

	•	access our, or our existing or future subsidiaries’, cash flow and value and, therefore, to pay interest and/or principal on our other indebtedness or to pay dividends on our common stock;
	•	incur additional indebtedness;
	•	issue preferred stock;
	•	pay dividends or make distributions in respect of our, or our existing or future subsidiaries’, capital stock or to make certain other restricted payments or investments;
	•	sell assets, including our capital stock;
	•	make certain investments, loans, advances, guarantees or acquisitions;
	•	enter into sale and leaseback transactions;
	•	agree to payment restrictions;
	•	consolidate, merge, sell or otherwise dispose of all or substantially all of our or the applicable subsidiary’s assets;
	•	enter into transactions with our or the applicable subsidiary’s affiliates;
	•	incur liens; and
	•	designate any of our, or the applicable subsidiary’s, future subsidiaries as unrestricted subsidiaries.

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16.	Subsequent Event

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		Balance at				Additions												Balance at
		Beginning of				Charged to								Other				End of
Description		Period				Expenses				Deductions				Adjustments				Period
		(In thousands)
As of December 31, 2003:
Allowance for doubtful accounts		$	87				406				(95	)			149			$	547
Allowance for sales credits		$	—				69				—				—			$	69
Deferred tax valuation allowance		$	11,619				41				—				—			$	11,660
As of December 31, 2004:
Allowance for doubtful accounts		$	547				264				(211	)			40			$	640
Allowance for sales credits		$	69				212				(222	)			—			$	59
Deferred tax valuation allowance		$	11,660				—				(8,397	)(1)			4,437			$	7,700
As of December 31, 2005:
Allowance for doubtful accounts		$	640				1,181				(371	)			81			$	1,531
Allowance for sales credits		$	59				2,483				(1,409	)			—			$	1,133
Deferred tax valuation allowance		$	7,700				—				(3,455	)			—			$	4,245

(1)

For the year ended December 31, 2004, the deferred tax asset valuation was reversed by $8.4 million. Included in this reversal is a $4.7 million benefit to our provision for income taxes, a $1.2 million adjustment to goodwill relating to a net operating loss acquired but not recognized at the date of acquisition of Credit Online in March 2003, coupled by a change in deferred tax assets of $2.5 million. Refer to Note 11 for additional information.

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								December 31,
				March 31,
				2005				2004				2003
				(Unaudited)
ASSETS
Current assets
	Cash and cash equivalents			$	1,058,102			$	634,830			$	1,631,550
	Accounts receivable				1,267,658				1,514,728				1,550,955
	Inventory				48,823				—				—
	Prepaid expenses — current				46,515				52,851				25,997
		Total current assets			2,421,098				2,202,409				3,208,502
Property and equipment, net					259,221				286,472				341,112
Noncurrent assets
	Prepaid expenses — noncurrent				43,125				48,750				—
	Investments				1,036,956				1,036,956				1,036,956
		Total noncurrent assets			1,080,081				1,085,706				1,036,956
		Total assets		$	3,760,400			$	3,574,587			$	4,586,570
LIABILITIES AND OWNERS’ EQUITY
Current liabilities
	Accounts payable and other accrued liabilities			$	274,396			$	187,568			$	276,945
	Accrued salaries and other benefits				207,589				34,492				60,554
	Deferred revenue				459,328				624,230				449,007
	Note payable — related party				1,575,000				1,575,000				1,575,000
		Total current liabilities			2,516,313				2,421,290				2,361,506
	Deferred revenue				75,000				86,250				—
		Total noncurrent liabilities			75,000				86,250				—
Common stock, par value $0.01 per share; 1,000,000 shares authorized; 100,000 shares issued					1,000				1,000				1,000
Retained earnings					1,168,087				1,066,047				2,224,064
		Total liabilities and owners’ equity		$	3,760,400			$	3,574,587			$	4,586,570

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			Three Months								Year Ended
			Ended March 31,								December 31,
			2005				2004				2004				2003
Revenue			$	1,959,627			$	1,637,220			$	7,828,644			$	8,590,242
Cost of sales				600,196				739,264				3,126,566				3,389,175
	Gross profit			1,359,431				897,956				4,702,078				5,201,067
Selling, general and administrative expenses				665,037				526,586				2,388,383				2,483,475
	Income from operations			694,394				371,370				2,313,695				2,717,592
Other income (expense)
Interest income (expense)				(20,520	)			(18,892	)			(75,582	)			(71,644	)
Impairment of investment				—				—				—				(613,499	)
Foreign currency gain				—				—				—				10,081
	Total other income (expense)			(20,520	)			(18,892	)			(75,582	)			(675,062	)
	Net income		$	673,874			$	352,478			$	2,238,113			$	2,042,530

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			Common				Retained
			Stock				Earnings				Total Equity
Balance as of January 1, 2003			$	1,000			$	2,671,075			$	2,672,075
	Net income			—				2,042,530				2,042,530
	Distributions			—				(2,489,541	)			(2,489,541	)
Balance as of December 31, 2003				1,000				2,224,064				2,225,064
	Net income			—				2,238,113				2,238,113
	Distributions			—				(3,396,130	)			(3,396,130	)
Balance as of December 31, 2004			$	1,000			$	1,066,047			$	1,067,047
	Net income (unaudited)			—				673,874				673,874
	Distributions (unaudited)			—				(571,834	)			(571,834	)
Balance as of March 31, 2005 (unaudited)			$	1,000			$	1,168,087			$	1,169,087

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					Three Months Ended								Year Ended December 31,
					2005				2004				2004				2003
					(Unaudited)
Cash flows from operating activities
Net income					$	673,874			$	352,478			$	2,238,113			$	2,042,530
Adjustments to reconcile net income to net cash provided by operating activities
	Depreciation and amortization					27,251				32,648				168,945				155,771
	Impairment of investment					—				—				—				613,499
	Foreign currency gain					—				—				—				(10,081	)
	Changes in
		Accounts receivable				247,070				371,466				36,227				107,684
		Inventory				(48,823	)			(46,654	)			—				—
		Prepaid expenses				11,961				6,156				(75,604	)			1,133
		Accounts payable and other accrued liabilities				259,925				59,985				(115,439	)			2,892
		Deferred revenue				(176,152	)			(132,985	)			261,473				(53,143	)
			Net cash provided by operating activities			995,106				643,094				2,513,715				2,860,285
Cash flows from investing activities
Proceeds from hedge, net						—				—				—				78,081
Purchase of property and equipment						—				(15,868	)			(114,305	)			(78,426	)
			Net cash used by investing activities			—				(15,868	)			(114,305	)			(345	)
Cash flows from financing activities
Owner withdrawals						(571,834	)			(1,610,626	)			(3,396,130	)			(2,489,541	)
			Net cash used by financing activities			(571,834	)			(1,610,626	)			(3,396,130	)			(2,489,541	)
			Net change in cash and cash equivalents			423,272				(983,400	)			(996,720	)			370,399
Cash and cash equivalents
Beginning of period						634,830				1,631,550				1,631,550				1,261,151
End of period					$	1,058,102			$	648,150			$	634,830			$	1,631,550
Supplemental disclosures of cash flow information
Cash paid during the year for interest					$	21,656			$	19,688			$	78,752			$	88,349
Cash paid during the year for franchise taxes					$	11,790			$	—			$	11,790			$	11,790

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1.	Business and Organization

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Principles of Combination

	Use of Estimates

	Unaudited Interim Financial Statements

	Income Taxes

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	Comprehensive Income

	Cash and Cash Equivalents

	Credit risk

	Property and Equipment

Computer equipment		5 years
Software		3 - 5 years
Furniture and office equipment		5 - 7 years
Leasehold improvements		7 years

	Fair value of financial instruments

	Forward Hedges

	Inventory

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	Impairment of Long-Lived Assets

	Accounts Receivable and Revenue Recognition

3.	Property and Equipment

							December 31,
			March 31,
			2005				2004				2003
			(Unaudited)
Computer equipment			$	276,628			$	276,628			$	237,008
Software				239,438				239,438				172,422
Furniture and office equipment				174,349				174,349				166,680
Leasehold improvements				177,815				177,815				177,815
				868,230				868,230				753,925
Less accumulated depreciation				(609,009	)			(581,758	)			(412,813	)
	Total property and equipment		$	259,221			$	286,472			$	341,112

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4.	Investments

5.	Related Party Transactions

6.	Financial Instruments

7.	401(k) Plan

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8.	Commitments and Contingencies

2005		$	321,230
2006			325,416
2007			138,912
Total minimum future rent payments		$	785,558

9.	Subsequent Event

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	/s/ KPMG LLP

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				March 31,				December 31,
				2005				2004
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	2,689,088			$	3,003,494
	Accounts receivable, less allowance for doubtful accounts of $49,312 in 2005 and $50,000 in 2004				1,846,777				1,821,010
	Prepaid expenses				362,928				241,500
	Other current assets				1,194,342				235,845
		Total current assets			6,093,135				5,301,849
Property and equipment, net					977,017				908,415
Other assets					184,497				186,266
		Total assets		$	7,254,649			$	6,396,530
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
	Accounts payable			$	148,447			$	59,696
	Accrued expenses				2,206,367				1,140,328
	Current portion of capital lease obligations				2,790				12,314
	Deferred revenue				1,780,466				1,610,005
		Total current liabilities			4,138,070				2,822,343
Commitments and contingencies
Stockholders’ equity:
	Convertible preferred stock, Series A, $0.001 par value. Authorized, issued, and outstanding 6,315,788 shares (liquidation preference of $2,999,999)				6,316				6,316
	Convertible preferred stock, Series B, $0.001 par value. Authorized 27,000,000 shares; issued and outstanding 12,792,400 shares (liquidation preference of $21,875,004)				12,792				12,792
	Common stock, $0.001 par value. Authorized 120,000,000 shares; issued and outstanding 18,248,139 shares				18,248				18,248
	Additional paid-in capital				26,390,368				26,390,368
	Accumulated deficit				(23,311,145	)			(22,853,537	)
		Total stockholders’ equity			3,116,579				3,574,187
		Total liabilities and stockholders’ equity		$	7,254,649			$	6,396,530

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				Three Months Ended
				March 31								Year Ended
												December 31,
				2005				2004				2004
				(Unaudited)				(Unaudited)
Revenues				$	2,998,631				2,921,444				12,769,257
Cost of revenues					607,815				577,344				2,214,083
		Gross profit			2,390,816				2,344,100				10,555,174
Operating expenses:
	Research and development				649,349				534,834				2,129,484
	Sales and marketing				720,891				616,877				2,325,861
	General and administrative				1,473,914				1,166,105				4,613,649
		Total operating expenses			2,844,154				2,317,816				9,068,994
		Income (loss) from operations			(453,338	)			26,284				1,486,180
Other income (expense):
	Interest income				7,305				1,578				10,423
	Interest expense				(2,275	)			(13,965	)			(18,858	)
	Other, net				—				—				45
		Total other income (expense)			5,030				(12,387	)			(8,390	)
		Income (loss) before income taxes			(448,308	)			13,897				1,477,790
Income tax provision					(9,300	)			—				(33,574	)
		Net (loss) income		$	(457,608	)			13,897				1,444,216

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			Series A								Series B
			Preferred Stock								Preferred Stock								Common Stock								Additional
																											Paid-In				Accumulated
			Shares				Amount				Shares				Amount				Shares				Amount				Capital				Deficit				Total
Balance as of December 31, 2003				6,315,788			$	6,316				12,792,400			$	12,792				18,246,889			$	18,247				26,389,994				(24,297,753	)			2,129,596
	Exercise of stock options																			1,250				1				374				—				375
	Net income			—				—				—				—				—				—				—				1,444,216				1,444,216
Balance as of December 31, 2004				6,315,788				6,316				12,792,400				12,792				18,248,139				18,248				26,390,368				(22,853,537	)			3,574,187
	Net loss (unaudited)			—				—				—				—				—				—				—				(457,608	)			(457,608	)
Balance as of March 31, 2005 (unaudited)				6,315,788			$	6,316				12,792,400			$	12,792				18,248,139			$	18,248				26,390,368				(23,311,145	)			3,116,579

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						Three Months Ended
						March 31								Year Ended
														December 31,
						2005				2004				2004
						(Unaudited)				(Unaudited)
Cash flows from operating activities:
	Net income (loss)					$	(457,608	)			13,897				1,444,216
	Adjustments to reconcile net income (loss) to net cash provided by operating activities:
		Depreciation and amortization					116,363				124,544				479,787
		(Increase) decrease in:
			Accounts receivable				(25,767	)			12,568				(256,892	)
			Prepaid expenses				(121,428	)			3,481				(17,725	)
			Other assets				(956,728	)			61,099				(28,830	)
		Increase (decrease) in:
			Accounts payable and accrued expenses				1,154,790				312,066				353,959
			Deferred revenue				170,461				(70,650	)			46,283
				Net cash provided by (used in) operating activities			(119,917	)			457,005				2,020,798
Cash flows from investing activities:
	Purchases of property and equipment						(184,965	)			(87,236	)			(591,076	)
				Net cash used in investing activities			(184,965	)			(87,236	)			(591,076	)
Cash flows from financing activities:
	Repayments of capital lease obligations						(9,524	)			(10,031	)			(64,786	)
	Proceeds from issuance of common stock						—				—				375
				Net cash used in financing activities			(9,524	)			(10,031	)			(64,411	)
				Net decrease in cash and cash equivalents			(314,406	)			359,738				1,365,311
Cash and cash equivalents at beginning of year							3,003,494				1,638,183				1,638,183
Cash and cash equivalents at end of year						$	2,689,088				1,997,921				3,003,494
Cash paid during the year for interest						$	2,275				13,965				18,858
Cash paid during the year for income taxes							9,300				—				65,184

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(1)	Summary of Significant Accounting Policies

(a)	Nature of Operations

	Chrome Systems Corporation (the Company) develops and distributes vehicle configuration and pricing information software to customers throughout the United States and Canada.

(b)	Concentration of Credit Risk

	The Company grants credit to its customers which are primarily internet portals, credit unions, and automotive manufactures or dealerships. The Company had receivables of $1,005,925 from one customer as of December 31, 2004. The Company generated revenues of $6,474,238 during 2004 from this same customer.

(c)	Cash and Cash Equivalents

	For purposes of the statement of cash flows, the Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

(d)	Accounts Receivable

	Accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing accounts receivable. The Company determines the allowance based on historical write-off experience.

(e)	Fair Value of Financial Instruments

	The Company’s financial instruments consist of accounts receivable, accounts payable, and capital lease obligations. For the periods presented, the fair value of the Company’s financial instruments approximate their carrying value.

(f)	Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, principally three to seven years. Leasehold improvements are amortized over the shorter of the estimated useful life or the term of the lease. Expenditures for repairs and maintenance are charged to current operations and costs related to renewals and improvements that add significantly to the useful life of an asset are capitalized.

(g)	Revenue Recognition

	The Company recognizes revenue in accordance with Statement of Position (SOP) 97-2, Software Revenue Recognition. New and renewal software subscription revenue is deferred upon invoicing the customer and is recognized ratably over the term of the subscription agreement. Service revenues are recognized as the related services are performed. Transaction fees are recognized when earned.

(h)	Software Development Costs

Development costs related to software products for sale are expensed as incurred until technological feasibility of the product has been established in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 86, Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed. Based on the Company’s product development process, technological feasibility is established upon completion of a working model. Costs incurred by the Company between completion of

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	the working model and the point at which the product is ready for general release were not significant in 2004 and, accordingly, no costs were capitalized.
	Software development costs incurred for significant improvements or enhancements for software developed for internal use are capitalized in accordance with Statement of Position SOP 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use. Capitalized software development costs, which are included in property and equipment totaled $967,737 at December 31, 2004 and are being amortized over 36 months. Accumulated amortization on these software development costs totaled $438,096 at December 31, 2004.

(i)	Advertising Expenses

	Advertising, promotion, and marketing expenses are charged to expense as incurred. Advertising expenses were $178,827 during the year ended December 31, 2004.

(j)	Stock-Based Compensation

	The Company accounts for stock-based employee compensation arrangements in accordance with the provisions of Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (“APB 25”) and complies with the disclosure provisions of SFAS No. 123, Accounting for Stock-Based Compensation. Under APB 25, compensation expense is based on the difference, if any, on the date of grant between the exercise price of the instrument granted and the fair value of the underlying stock.
	In December 2003, the FASB issued SFAS No. 148, Accounting for Stock-Based Compensation, Transition and Disclosure. SFAS No. 148 provides alternative methods of transition for a voluntary change to the fair value based method of accounting for stock-based employee compensation. In addition, SFAS No. 148 amends the disclosure requirements of SFAS No. 123, Accounting for Stock-Based Compensation, to require prominent disclosures about the method of accounting for stock-based employee compensation and the effect of the method used on reported results. As allowed under SFAS No. 148, the Company will continue to account for stock-based compensation according to APB No. 25. If the Company had accounted for its stock-based compensation plans in accordance with SFAS No. 123, the Company’s net income would approximate the pro forma disclosures below:

			Three Months Ended
			March 31,								Year Ended
											December 31,
			2005				2004				2004
			(Unaudited)				(Unaudited)
Net income (loss), as reported			$	(457,608	)			13,897				1,444,216
Deduct total stock-based employee compensation expense determined under fair value-based method for all awards not previously included in net income				(1,781	)			(19,505	)			(78,020	)
	Pro forma net income (loss)		$	(459,389	)			(5,608	)			1,366,196

	The fair value of compensation cost reflected in the above pro forma amounts were estimated using the Black-Scholes option pricing model. The following assumptions were applied in determining the pro forma compensation cost.

Risk-free interest rate			3.940	%
Expected dividend yield			—	%
Expected option life (years)			7.000
Volatility			—	%
Fair value of options (all granted at prices equal to or exceeding market)		$	0.072

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In December 2004, the FASB issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which addresses the accounting for transactions in which an entity exchanges its equity instruments for goods or services, with a primary focus on transactions in which an entity obtains employee services in share-based payment transactions. This Statement is a revision to Statement 123 and supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance. For nonpublic companies, this Statement will require measurement of the cost of employee services received in exchange for stock compensation based on the grant-date fair value of the employee stock options. Incremental compensation costs arising from subsequent modifications of awards after the grant date must be recognized. This Statement will be effective for the Company as of January 1, 2006.

(k)	Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reported period. On an ongoing basis, the Company evaluates its estimates, including those related to its allowance for doubtful accounts, useful life of property and equipment, income taxes, and commitments and contingencies. Actual results could differ from those estimates.

(l)	Interim Financial Information

The accompanying unaudited consolidated financial statements as of March 31, 2005 and 2004 and for the periods then ended have been prepared in conformity with accounting principles generally accepted in the United States of America and reflect all material normal recurring adjustments. However, certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission. In the opinion of management, the consolidated financial statements as of March 31, 2005 and 2004 and for the periods then ended included adjustments necessary for a fair presentation of the results of the interim periods presented.

(2)	Property and Equipment

Equipment		$	3,727,641
Software licenses			58,431
Furniture and fixtures			523,392
Leasehold improvements			186,618
Capitalized software development costs			967,737
			5,463,819
Less accumulated depreciation and amortization			(4,555,404	)
		$	908,415

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(3)	Obligations Under Capital Leases

Year ending December 31: 2005			$	12,608
	Total minimum obligations			12,608
Less amounts representing interest				(294	)
	Present value of future minimum lease payments		$	12,314

(4)	Line of Credit

(5)	Income Taxes

(6)	Operating Lease Commitments

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Year ending December 31:
	2005			$	394,056
	2006				387,549
	2007				396,945
	2008				223,233
	Thereafter				30,300
		Total		$	1,432,083

(7)	Convertible Preferred Stock

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(8)	Warrants

(9)	Employee Stock Option Plan

							Weighted
			Shares Under				Average
			Option				Exercise Price
Outstanding, December 31, 2003				7,634,250			$	0.30
	Granted			30,000				0.30
	Exercised			(1,250	)			0.30
	Canceled/forfeited			(67,000	)			0.30
Outstanding, December 31, 2004				7,596,000			$	0.30

		Number of Options								Weighted Average
										Contractual Life
Exercise Prices		Outstanding				Exercisable				Remaining (Years)
$0.25 - 0.50			7,570,000				6,530,925				6.74
0.625 - 1.00			26,000				26,000				6.06
			7,596,000				6,556,925

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(10)	Employee Benefit Plan

(11)	Legal Proceedings

(12)	Subsequent Event

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				March 31,				December 31,
				2005				2004
				(Unaudited)
ASSETS
Current assets
	Cash			$	97,225			$	89,299
	Accounts receivable, less allowance of doubtful accounts of $10,000 as of March 31, 2005 (unaudited) and December 31, 2004				320,180				140,990
Prepaid expenses					110,942				146,028
	Total current assets				528,347				376,317
Property and equipment, net					327,966				375,388
Deposits					1,110				634
Intangibles, net					1,473,333				1,603,333
Goodwill					2,300,204				2,300,204
Total assets				$	4,630,960			$	4,655,876
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
	Accounts payable			$	163,750			$	92,322
	Line of credit (due to majority shareholder)				615,000				—
	Accrued expenses and other liabilities				1,816,728				902,026
	Deferred revenue				727,951				871,655
		Total current liabilities			3,323,429				1,866,003
Commitments and contingencies (Note 7)
Stockholders’ equity
	Common stock, $0.01 par value, authorized 100,000 shares; issued and outstanding 50,925 shares				509				509
	Paid-in capital				8,788,043				8,788,043
	Accumulated deficit				(7,481,021	)			(5,998,679	)
		Total stockholders’ equity			1,307,531				2,789,873
		Total liabilities and stockholders’ equity		$	4,630,960			$	4,655,876

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			Three Months Ended
			March 31,								Year Ended
											December 31,
			2005				2004				2004
			(Unaudited)
Revenue			$	917,870			$	651,120			$	3,897,280
Costs of revenue				610,083				455,486				2,441,999
Product development				164,590				132,157				656,242
Selling, general and administrative				1,616,464				939,036				3,346,708
	Total operating expenses			2,391,137				1,526,679				6,444,949
Loss from operations				(1,473,267	)			(875,559	)			(2,547,669	)
Interest expense, net				(8,602	)			(10,389	)			(92,607	)
Other				99				1,532				6,684
	Total other expense, net			(8,503	)			(8,857	)			(85,923	)
	Loss before provision for income taxes			(1,481,770	)			(884,416	)			(2,633,592	)
Provision for income taxes				572				—				1,388
	Net loss		$	(1,482,342	)		$	(884,416	)		$	(2,634,980	)

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		Common Stock
										Additional				Accumulated
		Shares				Amount				Paid-In Capital				Deficit				Total
Balance as of December 31, 2003			39,970			$	400			$	6,788,152			$	(3,363,699	)		$	3,424,853
Issuance of common stock in connection with the conversion of convertible debt			10,955				109				1,999,891				—				2,000,000
Net loss			—				—				—				(2,634,980	)			(2,634,980	)
Balance as of December 31, 2004			50,925				509				8,788,043			$	(5,998,679	)		$	2,789,873
Net loss (unaudited)			—				—				—				(1,482,342	)			(1,482,342	)
Balance as of March 31, 2005 (unaudited)			50,925			$	509			$	8,788,043			$	(7,481,021	)		$	1,307,531

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					Three Months Ended
					March 31,								Year Ended
													December 31,
					2005				2004				2004
					(Unaudited)
Cash flows from operating activities
Net loss					$	(1,482,342	)		$	(884,416	)		$	(2,634,980	)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities
	Depreciation and amortization					177,422				142,299				624,576
	Allowance for doubtful accounts					—				—				10,000
	Changes in assets and liabilities
		Accounts receivable				(179,190	)			628,363				698,962
		Prepaid expenses				35,086				(41,472	)			287,933
		Security deposits				(476	)			—				6,570
		Accounts payable				71,428				115,465				55,862
		Accrued expenses				914,702				264,272				383,993
		Deferred revenue				(143,704	)			(202,563	)			(809,028	)
			Net cash (used in) provided by operating activities			(607,074	)			21,948				(1,376,112	)
Cash flows from operating activities
Capital expenditures						—				(133,022	)			(364,371	)
			Net cash used in investing activities			—				(133,022	)			(364,371	)
Cash flows from financing activities
Borrowings under convertible debt facilities						615,000				350,000				1,600,000
			Net cash provided by financing activities			615,000				350,000				1,600,000
			Net increase (decrease) in cash			7,926				238,926				(140,483	)
Cash
Beginning of year						89,299				229,782				229,782
End of year					$	97,225			$	468,708			$	89,299
Supplemental information
Cash paid during the year for interest					$	2,193			$	573			$	38,535
Cash paid during the year for income taxes						572				—				1,388
Noncash financing activities
Issuance of common stock in connection with the conversion of convertible debt						—				—				2,000,000

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1.	Business and Summary of Significant Accounting Policies

	Business

	Organization and Basis of Financial Statements

	Use of Estimates

	Unaudited Interim Financial Statements

	Revenue Recognition

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	Concentration of Credit Risk

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	Property and Equipment

	Goodwill

	Advertising

	Deferred Revenue

	Research and Development

	Comprehensive Loss

	Cost of Revenues

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	Income Taxes

	Impairment of Long-Lived Assets

	Fair Value of Financial Instruments

2.	Acquisitions

Net Current Assets		$	821,285
Fixed assets			16,023
Goodwill			2,300,204
Intangible assets (Note 6)			2,600,000
Total purchase price		$	5,737,512

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3.	Borrowings

4.	Income Taxes

			2004
Deferred tax assets
Net operating losses			$	1,226,418
Deferred revenue				183,878
Depreciation				18,536
Other				160,867
	Total deferred tax assets			1,589,699
Valuation allowance				(1,589,699	)
	Net deferred tax assets			—
Net deferred tax liabilities				—
	Total net deferred tax assets		$	—

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5.	Property and Equipment

			Estimated
			Useful				March 31,				December 31,
			Lives				2005				2004
							(Unaudited)
Computer and network equipment				5			$	77,806			$	77,806
Leasehold improvements				5				46,296				46,296
Computer software				3				368,365				368,365
Furniture and fixtures				5				1,390				1,390
	Total fixed assets							493,857				493,857
Accumulated depreciation and amortization								(165,891	)			(118,469	)
	Fixed assets, net						$	327,966			$	375,388

6.	Intangible Assets

											Accumulated
			Useful Life				Gross				Amortization				Net Book Value
Core technology				5 years			$	1,400,000			$	(536,667	)		$	863,333
Customer contracts				5 years				900,000				(345,000	)			555,000
Noncompete agreements				5 years				300,000				(115,000	)			185,000
	Totals as of December 31, 2004						$	2,600,000			$	(996,667	)		$	1,603,333

											Accumulated
			Useful Life				Gross				Amortization				Net Book Value
Core technology				5 years			$	1,400,000			$	(606,667	)		$	793,333
Customer contracts				5 years				900,000				(390,000	)			510,000
Noncompete agreements				5 years				300,000				(130,000	)			170,000
	Totals as of December 31, 2004						$	2,600,000			$	(1,126,667	)		$	1,473,333

		Year Ending
		December 31,
2005		$	520,000
2006			520,000
2007			520,000
2008			43,333
		$	1,603,333

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7.	Commitments and Contingencies

		Year Ending
		December 31,
2005		$	220,641
2006			195,697
2007			176,157
2008			173,991
2009			180,223
Thereafter			91,410
		$	1,038,119

	Litigation

	Related Party Service Agreement

8.	Benefit Plans

9.	Subsequent Events

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				December 31,
				2005
ASSETS
Current assets:
	Cash and cash equivalents			$	541,653
	Investment securities				325,002
	Accounts receivable (note 3)				776,413
	Prepaid expenses and other current assets				107,885
		Total current assets			1,750,953
Property and equipment, net (note 2)					667,015
Due from members					50,000
Other assets					15,502
		Total assets		$	2,483,470
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
	Accounts payable			$	99,033
	Accrued liabilities				71,430
	Deferred revenue				107,487
		Total current liabilities			277,950
Commitments and contingencies (note 4)
Members’ equity					2,205,520
		Total members’ equity			2,205,520
		Total liabilities and members’ equity		$	2,483,470

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			Year Ended
			December 31,
			2005
Net sales			$	8,196,327
Cost of sales				3,739,723
	Gross profit			4,456,604
Selling, general, and administrative expenses				2,175,769
Income from operations				2,280,835
Interest income, net				19,813
Net income			$	2,300,648

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							Accumulated
							Other				Total
			Members’				Comprehensive				Members’
			Equity				Income (Loss)				Equity
Balances as of January 1, 2005			$	2,207,933			$	(27,587	)		$	2,180,346
Comprehensive income:
Net income				2,300,648				—				2,300,648
Reclassification for translation adjustment recognized in net income				—				27,587				27,587
	Total comprehensive income											2,328,235
Distributions to members				(2,303,061	)			—				(2,303,061	)
Balances as of December 31, 2005			$	2,205,520			$	—			$	2,205,520

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						Year Ended
						December 31,
						2005
Cash flows provided by operating activities:
	Net income					$	2,300,648
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation					155,687
		Loss on sale of fixed assets					31,500
		Effect of translation adjustment					27,587
		Changes in assets and liabilities:
			Accounts receivable				(9,773	)
			Prepaid expenses and other current assets				(63,531	)
			Other assets				(4,260	)
			Accounts payable				(18,066	)
			Accrued liabilities				(39,237	)
			Deferred revenue				80,561
				Net cash provided by operating activities			2,461,116
Cash flows from investing activities:
	Purchases of property and equipment						(226,483	)
	Sales (purchases) of investment securities available for sale						(325,002	)
		Net cash (used in) provided by investing activities					(551,485	)
Cash flows from financing activities:
	Distributions to members						(2,303,061	)
		Net cash used in financing activities					(2,303,061	)
		Net increase in cash and cash equivalents					(393,430	)
Cash and cash equivalents, beginning of year							935,083
Cash and cash equivalents, end of year						$	541,653
Supplemental disclosure of cash flow information:
	Cash paid for interest					$	519

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(1)	Summary of Significant Accounting Policies

(a)	Description of Business

(b)	Principles of Consolidation

(c)	Cash and Cash Equivalents

(d)	Investment Securities

(e)	Trade Accounts Receivable

(f)	Property and Equipment

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(g)	Revenue Recognition

(h)	Income Taxes

(i)	Use of Estimates

(2)	Property and Equipment, Net

						Estimated
						Useful Lives
		2005				(Years)
Computer equipment and software		$	1,379,442				3
Furniture, fixtures, and equipment			293,738				5-7
Communications equipment			159,011				3
Leasehold improvements			234,719				2
			2,066,910
Less accumulated depreciation and amortization			(1,399,895	)
		$	667,015

(3)	Business Concentration Risks

(4)	Leases

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Year ending December 31:
2006		$	148,260
2007			95,826
2008			38,400
2009			22,400
Total		$	304,886

(5)	401(k) Savings Plan and Trust

(6)	Related-Party Transactions

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				March 31,
				2006
				(Unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	999,147
	Accounts receivable				959,715
	Prepaid expenses and other current assets				119,212
		Total current assets			2,078,074
Property and equipment, net					664,155
Due from members					50,000
Other assets					14,546
		Total assets		$	2,806,775
LIABILITIES AND MEMBERS’ EQUITY
Current liabilities:
	Accounts payable			$	228,945
	Accrued liabilities				117,667
	Deferred revenue				40,070
		Total current liabilities			386,682
Commitments and contingencies
Members’ equity					2,420,093
		Total members’ equity			2,420,093
		Total liabilities and members’ equity		$	2,806,775

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			Three Months Ended
			March 31,
			2006				2005
			(Unaudited)
Net sales			$	2,120,822			$	1,881,407
Cost of sales				994,720				831,730
	Gross profit			1,126,102				1,049,677
Selling, general, and administrative expenses				407,639				459,730
Income from operations				718,463				589,947
Interest income, net				6,315				3,528
Net income			$	724,778			$	593,475

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		Members’
		Equity
		(Unaudited)
Balances as of January 1, 2006		$	2,205,520
Net income			724,778
Distributions to members			(510,205	)
Balances as of March 31, 2006		$	2,420,093

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						Three Months				Three Months
						Ended				Ended
						March 31,				March 31,
						2006				2005
						(Unaudited)
Cash flows provided by operating activities:
	Net income					$	724,778			$	593,475
	Adjustments to reconcile net income to net cash provided by operating activities:
		Depreciation					42,280				33,539
		Loss on sale of fixed assets					—				31,500
		Effect of translation adjustment					—				—
		Changes in assets and liabilities:
			Accounts receivable				(183,302	)			(182,176	)
			Prepaid expenses and other current assets				(11,327	)			(27,066	)
			Other assets				956				(4,686	)
			Accounts payable				129,912				26,803
			Accrued liabilities				46,237				(7,164	)
			Deferred revenue				(67,417	)			(6,172	)
				Net cash provided by operating activities			682,117				458,053
Cash flows from investing activities:
	Purchases of property and equipment						(39,420	)			(37,837	)
	Sales of investment securities available for sale						325,002				—
		Net cash provided by (used in) investing activities					285,582				(37,837	)
Cash flows from financing activities:
	Distributions to members						(510,205	)			(392,047	)
		Net cash used in financing activities					(510,205	)			(392,047	)
		Net increase in cash and cash equivalents					457,494				28,169
Cash and cash equivalents, beginning of year							541,653				935,086
Cash and cash equivalents, end of year						$	999,147			$	963,255

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(1)	Summary of Significant Accounting Policies

(a)	Description of Business

(b)	Basis of Presentation

(c)	Principles of Consolidation

(d)	Cash and Cash Equivalents

(e)	Trade Accounts Receivable

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(f)	Property and Equipment

(g)	Revenue Recognition

(h)	Income Taxes

(i)	Use of Estimates

(2)	Business Concentration Risks

(3)	Related-Party Transactions

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Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	26,000
NASD filing fee				24,000
Accounting fees and expenses				300,000
Legal fees and expenses				400,000
Printing and engraving expenses				250,000
Transfer agent and registrar fees and expenses				17,500
Miscellaneous				100,000
	Total		$	1,117,500

Item 14.	Indemnification of Directors and Officers.

	•	for any breach of their duty of loyalty to us or our stockholders;
	•	for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;
	•	for voting or assenting to unlawful payments of dividends or other distributions; or
	•	for any transaction from which the director derived an improper personal benefit.

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Item 15.	Recent Sales of Unregistered Securities.

	1. On March 19, 2003, in connection with the acquisition of Credit Online, Inc., the registrant issued 4,449,856 and 1,483,285 shares of series A-2 preferred stock and series C-3 preferred stock, respectively, in exchange for all of the outstanding capital stock of Credit Online, Inc. The aggregate purchase price for accounting purposes was $19.7 million (including direct acquisition costs of approximately $0.7 million).
	2. On May 26, 2005, June 29, 2005 and July 28, 2005, we issued 101,000, 3,500 and 3,500 shares, respectively, of restricted common stock to our directors and certain executive officers for no cash consideration.

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Item 16.	Exhibits and Financial Data Schedules.

Number				Description
	1	.1*		Form of Underwriting Agreement.
	3	.1(4)		Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.
	3	.2(4)		Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.
	4	.1(1)		Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc. and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.2(3)		Form of Certificate of Common Stock.
	5	.1(4)		Opinion of Goodwin Procter LLP regarding the validity of the common stock.
	10	.1(1)		Credit Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint bookrunners, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Securities Inc., as arrangers, JPMorgan Chase Bank, N.A., as administrative agent and letter of credit issuing bank, Lehman Commercial Paper Inc., as syndication agent, and Wachovia Bank, National Association, as documentation agent.
	10	.2(1)		Guarantee and Security Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
	10	.3(2)		Transition Services Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., DealerTrack, Inc., First American Credit Management Solutions, Inc. and First American Real Estate Solutions, LLC.
	10	.4(2)		Joint Marketing Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC.
	10	.5(2)		First Amendment to the Joint Marketing Agreement by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC, dated as of December 1, 2004.
	10	.6(2)		Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.
	10	.7(2)		Application Service Provider Contract, dated as of April 15, 2005, between First American Credit Management Solutions, Inc. and DealerTrack, Inc.
	10	.8(2)		Master Agreement for Consulting Services, dated as of February 1, 2001, between DealerTrack, Inc. and Chase Manhattan Automotive Finance Corporation.
	10	.9(2)		Non-Competition Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., First American Credit Management Solutions, Inc. and The First American Corporation.
	10	.10(2)		License Agreement, made and entered into as of February 1, 2001, by and between The Chase Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc.
	10	.11(2)		Asset Purchase Agreement, dated as of May 25, 2005, by and among Santa Acquisition Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg) Canada, Inc., Douglas W. Aiken, John A. Blair and Raj Sundaram.
	10	.12(1)		Employment Agreement, dated as of May 26, 2005, by and between Mark F. O’Neil and DealerTrack Holdings, Inc.
	10	.13(5)		Employment Agreement, dated as of May 25, 2005, by and between John A. Blair and Automotive Lease Guide (alg), Inc.
	10	.14(5)		Unfair Competition and Nonsolicitation Agreement, dated as of May 25, 2005, by and between John A. Blair and Automotive Lease Guide (alg), Inc.

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Number				Description
	10	.15(1)		Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.
	10	.16(1)		Employment Agreement, dated as of May 26, 2005, by and between Vincent Passione and DealerTrack, Inc.
	10	.17(5)		Employment Agreement, dated as of May 25, 2005, by and between David P. Trinder and DealerTrack Aftermarket Services, Inc.
	10	.18(1)		2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.
	10	.19(1)		First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of December 28, 2001.
	10	.20(1)		Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of March 19, 2003.
	10	.21(1)		Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of January 30, 2004.
	10	.22(6)		Fourth Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc. effective as of February 10, 2006.
	10	.23(1)		2005 Incentive Award Plan, effective as of May 26, 2005.
	10	.24		First Amendment to the 2005 Incentive Award Plan, effective as of August 2, 2006.
	10	.25(5)		Form of Stock Option Agreement.
	10	.26(5)		Form of Restricted Stock Agreement.
	10	.27(1)		Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.
	10	.28(1)		Stock Ownership and Retention Program, adopted May 26, 2005.
	10	.29(1)		Employee Stock Purchase Plan, adopted May 26, 2005.
	10	.30(1)		Directors’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.31(1)		Employees’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.32(1)		401(k) Plan, effective as of January 1, 2001, as amended.
	10	.33(2)		Lender Agreement, dated as of December 19, 2000, between AmeriCredit Financial Services, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002 and April 1, 2004.
	10	.34(2)		Lender Agreement, dated as of February 1, 2001, between Chase Manhattan Automotive Finance Corporation and DealerTrack.com, Inc., as amended as of December 28, 2001, May 10, 2002 and October 24, 2002.
	10	.35(2)		Lender Agreement, dated as of April 13, 2001, between WFS Financial, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001 and October 24, 2002.
	10	.36(2)		Lender Agreement, dated as of August 31, 2001, between Wells Fargo & Company and Dealer Track.com, Inc., as amended as of December 28, 2001, October 24, 2002 and May 7, 2003.
	10	.37(2)		Lender Agreement, dated as of September 26, 2001, between Capital One Auto Finance and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002, and June 25, 2004.
	10	.38(2)		Lease Agreement, dated as of August 5, 2004, between iPark Lake Success, LLC and DealerTrack, Inc.
	10	.39(7)		Asset Purchase Agreement, dated May 4, 2005, by and among DealerTrack Digital Solutions, Inc., Global Fax, L.L.C., Global Data Services — Ohio, L.L.C., John W. George, Jr. Family Limited Partnership, John H. George, Jr. Delta Trust II UAD 6/30/02, Matthew Kennedy, Paul Kennedy and Jeffrey J. Vaughn Revocable Living Trust UAD 4-4-83.
	10	.40(4)		Lender Integration Support Agreement, dated as of September 1, 2005, between First American CMSI Inc. and DealerTrack, Inc.
	21	.1		List of Subsidiaries.
	23	.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
	23	.2		Consent of PricewaterhouseCoopers LLP.
	23	.3		Consent of PricewaterhouseCoopers LLP.
	23	.4		Consent of KPMG LLP.

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Number				Description
	23	.5		Consent of PricewaterhouseCoopers LLP.
	23	.6		Consent of KPMG LLP.
	24	.1		Powers of Attorney (included on the signature page of this Registration Statement).

*		To be filed by amendment.
(1)		Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-126944) filed July 28, 2005.
(2)		Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-126944) filed September 22, 2005.
(3)		Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-126944) filed October 12, 2005.
(4)		Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-126944) filed October 24, 2005.
(5)		Incorporated by reference to our Quarterly Report on Form 10-Q filed May 12, 2006.
(6)		Incorporated by reference to our Annual Report on Form 10-K filed March 30, 2006.
(7)		Incorporated by reference to our Current Report on Form 8-K dated May 3, 2006 filed May 9, 2006.

Item 17.	Undertakings

	(1) For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement as of the time it was declared effective.
	(2) For purposes of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form of prospectus shall be deemed to be a new registration statement relating to the securities offering therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
	(3) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

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Table of Contents

	DEALERTRACK HOLDINGS, INC.

	By:	/s/ Mark F. O’Neil

	Mark F. O’Neil
	Chairman of the Board, President and
	Chief Executive Officer

Signature				Title		Date
/s/ Mark F. O’Neil   Mark F. O’Neil				Chairman of the Board, President and Chief Executive Officer (principal executive officer)		August 28, 2006
/s/ Robert J. Cox III   Robert J. Cox III				Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)		August 28, 2006
/s/ Howard L. Tischler   Howard L. Tischler				Lead Director		August 28, 2006
/s/ Steven J. Dietz   Steven J. Dietz				Director		August 28, 2006
/s/ Thomas R. Gibson   Thomas R. Gibson				Director		August 28, 2006

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Signature				Title		Date
/s/ Mary Cirillo-Goldberg   Mary Cirillo-Goldberg				Director		August 28, 2006
/s/ John J. McDonnell, Jr.   John J. McDonnell, Jr.				Director		August 28, 2006
/s/ James David Power III   James David Power III				Director		August 28, 2006

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Table of Contents

Number				Description
	1	.1*		Form of Underwriting Agreement.
	3	.1(4)		Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.
	3	.2(4)		Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.
	4	.1(1)		Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc. and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.2(3)		Form of Certificate of Common Stock.
	5	.1(4)		Opinion of Goodwin Procter LLP regarding the validity of the common stock.
	10	.1(1)		Credit Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc., J.P. Morgan Securities Inc. and Lehman Brothers Inc., as joint bookrunners, J.P. Morgan Securities Inc., Lehman Brothers Inc. and Wachovia Securities Inc., as arrangers, JPMorgan Chase Bank, N.A., as administrative agent and letter of credit issuing bank, Lehman Commercial Paper Inc., as syndication agent, and Wachovia Bank, National Association, as documentation agent.
	10	.2(1)		Guarantee and Security Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc. and JPMorgan Chase Bank, N.A., as administrative agent.
	10	.3(2)		Transition Services Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., DealerTrack, Inc., First American Credit Management Solutions, Inc. and First American Real Estate Solutions, LLC.
	10	.4(2)		Joint Marketing Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC.
	10	.5(2)		First Amendment to the Joint Marketing Agreement by and among DealerTrack Holdings, Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First American Real Estate Solutions, LLC, dated as of December 1, 2004.
	10	.6(2)		Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.
	10	.7(2)		Application Service Provider Contract, dated as of April 15, 2005, between First American Credit Management Solutions, Inc. and DealerTrack, Inc.
	10	.8(2)		Master Agreement for Consulting Services, dated as of February 1, 2001, between DealerTrack, Inc. and Chase Manhattan Automotive Finance Corporation.
	10	.9(2)		Non-Competition Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings, Inc., Credit Online, Inc., First American Credit Management Solutions, Inc. and The First American Corporation.
	10	.10(2)		License Agreement, made and entered into as of February 1, 2001, by and between The Chase Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc.
	10	.11(2)		Asset Purchase Agreement, dated as of May 25, 2005, by and among Santa Acquisition Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg) Canada, Inc., Douglas W. Aiken, John A. Blair and Raj Sundaram.
	10	.12(1)		Employment Agreement, dated as of May 26, 2005, by and between Mark F. O’Neil and DealerTrack Holdings, Inc.
	10	.13(5)		Employment Agreement, dated as of May 25, 2005, by and between John A. Blair and Automotive Lease Guide (alg), Inc.
	10	.14(5)		Unfair Competition and Nonsolicitation Agreement, dated as of May 25, 2005, by and between John A. Blair and Automotive Lease Guide (alg), Inc.
	10	.15(1)		Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.

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Table of Contents

Number				Description
	10	.16(1)		Employment Agreement, dated as of May 26, 2005, by and between Vincent Passione and DealerTrack, Inc.
	10	.17(5)		Employment Agreement, dated as of May 25, 2005, by and between David P. Trinder and DealerTrack Aftermarket Services, Inc.
	10	.18(1)		2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.
	10	.19(1)		First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of December 28, 2001.
	10	.20(1)		Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of March 19, 2003.
	10	.21(1)		Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of January 30, 2004.
	10	.22(6)		Fourth Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc. effective as of February 10, 2006.
	10	.23(1)		2005 Incentive Award Plan, effective as of May 26, 2005.
	10	.24		First Amendment to the 2005 Incentive Award Plan, effective as of August 2, 2006.
	10	.25(5)		Form of Stock Option Agreement.
	10	.26(5)		Form of Restricted Stock Agreement.
	10	.27(1)		Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.
	10	.28(1)		Stock Ownership and Retention Program, adopted May 26, 2005.
	10	.29(1)		Employee Stock Purchase Plan, adopted May 26, 2005.
	10	.30(1)		Directors’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.31(1)		Employees’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.32(1)		401(k) Plan, effective as of January 1, 2001, as amended.
	10	.33(2)		Lender Agreement, dated as of December 19, 2000, between AmeriCredit Financial Services, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002 and April 1, 2004.
	10	.34(2)		Lender Agreement, dated as of February 1, 2001, between Chase Manhattan Automotive Finance Corporation and DealerTrack.com, Inc., as amended as of December 28, 2001, May 10, 2002 and October 24, 2002.
	10	.35(2)		Lender Agreement, dated as of April 13, 2001, between WFS Financial, Inc. and DealerTrack.com, Inc., as amended as of December 28, 2001 and October 24, 2002.
	10	.36(2)		Lender Agreement, dated as of August 31, 2001, between Wells Fargo & Company and Dealer Track.com, Inc., as amended as of December 28, 2001, October 24, 2002 and May 7, 2003.
	10	.37(2)		Lender Agreement, dated as of September 26, 2001, between Capital One Auto Finance and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002, and June 25, 2004.
	10	.38(2)		Lease Agreement, dated as of August 5, 2004, between iPark Lake Success, LLC and DealerTrack, Inc.
	10	.39(7)		Asset Purchase Agreement, dated May 4, 2005, by and among DealerTrack Digital Solutions, Inc., Global Fax, L.L.C., Global Data Services — Ohio, L.L.C., John W. George, Jr. Family Limited Partnership, John H. George, Jr. Delta Trust II UAD 6/30/02, Matthew Kennedy, Paul Kennedy and Jeffrey J. Vaughn Revocable Living Trust UAD 4-4-83.
	10	.40(4)		Lender Integration Support Agreement, dated as of September 1, 2005, between First American CMSI Inc. and DealerTrack, Inc.
	21	.1		List of Subsidiaries.
	23	.1		Consent of Goodwin Procter LLP (included in Exhibit 5.1).
	23	.2		Consent of PricewaterhouseCoopers LLP.
	23	.3		Consent of PricewaterhouseCoopers LLP.
	23	.4		Consent of KPMG LLP.
	23	.5		Consent of PricewaterhouseCoopers LLP.

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Table of Contents

Number				Description
	23	.6		Consent of KPMG LLP.
	24	.1		Powers of Attorney (included on the signature page of this Registration Statement).

*		To be filed by amendment.
(1)		Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-126944) filed July 28, 2005.
(2)		Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-126944) filed September 22, 2005.
(3)		Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-126944) filed October 12, 2005.
(4)		Incorporated by reference to Amendment No. 3 to our Registration Statement on Form S-1 (File No. 333-126944) filed October 24, 2005.
(5)		Incorporated by reference to our Quarterly Report on Form 10-Q filed May 12, 2006.
(6)		Incorporated by reference to our Annual Report on Form 10-K filed March 30, 2006.
(7)		Incorporated by reference to our Current Report on Form 8-K dated May 3, 2006 filed May 9, 2006.