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

Kirk A. Davenport II, Esq. Latham & Watkins LLP 885 Third Avenue Suite 1000 New York, New York 10022 (212) 906-1200		Richard D. Truesdell, Jr., Esq. Davis Polk & Wardwell 450 Lexington Avenue New York, New York 10017 (212) 450-4000

			Proposed Maximum			Amount of
			Aggregate			Registration
Title of Each Class of Securities to be Registered			Offering Price(2)			Fee(2)
Common stock, par value $0.01 per share(1)			$172,500,000			$20,304

(1)	Includes shares of common stock issuable upon exercise of the underwriters’ option to purchase additional shares of common stock.
(2)	Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act. Previously paid in connection with the initial filing of this registration statement.

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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
Initial public offering price		$		$
Underwriting discounts and commissions		$		$
Proceeds to DealerTrack, before expenses		$		$
Proceeds to the selling stockholders, before expenses		$		$

Lehman Brothers	JPMorgan

William Blair & Company	SG Cowen & Co.

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		Page
Prospectus Summary			1
Risk Factors			11
Special Note Regarding Forward-Looking Statements			29
Market and Industry Data			29
Registered Trademarks			30
Use of Proceeds			31
Dividend Policy			31
Capitalization			32
Dilution			33
Unaudited Combined Condensed Pro Forma Financial Information			35
Selected Historical Consolidated Financial Data			46
Management’s Discussion and Analysis of Financial Condition and Results of Operations			48
Business			67
Management			82
Related Party Transactions			100
Principal and Selling Stockholders			107
Description of Capital Stock			111
Shares Eligible for Future Sale			114
Description of Our Credit Facilities			117
Material U.S. Federal Tax Considerations for Non-U.S. Holders of Our Common Stock			119
Underwriting			121
Legal Matters			126
Experts			126
Where You Can Find More Information			127
Index to Financial Statements and Financial Statement Schedule			F-1
EX-3.2: FORM OF FIFTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
EX-3.4: FORM OF AMENDED AND RESTATED BY-LAWS
EX-5.1: OPINION OF LATHAM & WATKINS LLP
EX-10.37: LENDER INTEGRATION SUPPORT AGREEMENT
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 PRICEWATERHOUSECOOPERS LLP
EX-23.7: CONSENT OF PRICEWATERHOUSECOOPERS LLP

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

	•	web-based automotive finance credit application processors, including CU Direct Corporation’s Credit Union Direct Lending (“CUDL”) and RouteOne LLC (“RouteOne”);
	•	the proprietary credit application processing systems of the financing source affiliates of automobile manufacturers, including those provided 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.; and
	•	vehicle configuration providers, including Automotive Information Center, Autodata Solutions Company and JATO Dynamics, Inc.

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

	Our systems may be subject to security breaches.

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	Our systems may be harmed by events beyond our control.

	Our network may be vulnerable to interruptions or failures.

	Undetected errors in our software may harm our operations.

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	We may face increased competition from RouteOne and the captive financing source affiliates of the manufacturers that have formed RouteOne.

	We are dependent on several customers that are affiliates of our stockholders.

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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 and incurred significant net losses through 2003.

	•	minimize security concerns;
	•	increase and retain the number of financing sources and automotive dealers that are active in our network;
	•	build brand recognition of our network 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.

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

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

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

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

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

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

	Future legislation may negatively impact 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.

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

	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;
	•	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, may have adverse effects on our business, prospects, financial condition and results of operations and may cause unanticipated liabilities.

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	We may not successfully integrate recent or future acquisitions.

	Restrictive covenants in our credit facilities 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;
	•	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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	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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	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 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 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.

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

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

	We are dependent on certain of our financing source customers. 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.

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

	•	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 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 that is also an affiliate of an underwriter in this offering restricts our ability to utilize the technology licensed under this agreement beyond the automotive finance industry.

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	We intend to use a portion of the net proceeds of this offering to repay the term loan and the revolving loan under our credit facilities entered into with several affiliates of the underwriters.

	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 securities analysts;
	•	trends in the automotive and automotive finance industries;
	•	major 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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Number of Shares and % of Total Outstanding		Date Available for Sale into Public Market
219,103 shares, or 0.6%		Beginning 90 days after the date of this prospectus, depending on the applicable requirements of the federal securities laws.
23,508,109 shares, or 69.5%		Beginning 180 days after the date of this prospectus due to lock-up agreements between the holders of these shares and the underwriters. However, Lehman Brothers may waive the provisions of these lock-up agreements and allow these stockholders to sell their shares prior to the expiration of the 180-day lock-up period.

	If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution in the book value of your shares.

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	We have broad discretion in the use of a significant portion of the proceeds of this offering.

	Insiders will continue to have substantial control over us after this offering and could limit your ability to influence the outcomes of key transactions, including a change of control.

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

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	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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	•	an actual basis; and
	•	a pro forma basis, as adjusted to reflect: (i) the issuance and sale of 6,666,667 shares of common stock upon completion of this offering at an assumed initial public offering price of $15.00 per share (the mid-point of the price range set forth on the cover page of this prospectus); (ii) the automatic conversion of our redeemable convertible participating preferred stock into an aggregate of 26,397,589 shares of common stock upon the completion of this offering; (iii) the filing of our fifth amended and restated certificate of incorporation to increase the number of our authorized capital stock to 175 million shares of common stock and 10 million shares of preferred stock and (iv) the application of the net proceeds of this offering to repay borrowings under our credit facilities.

					As of June 30, 2005
					(unaudited)
									Pro Forma,
					Actual				as Adjusted
					(In thousands, except
					share and per share data)
Cash and cash equivalents					$	5,428			$	53,119
Total debt:
Credit facilities:
	Revolving credit facility(1)					18,500				—
	Term loan facility					25,000				—
Capital lease obligations						667				667
		Total debt				44,167				667
Redeemable convertible participating preferred stock(2)						72,226				—
Stockholders’ (deficit) equity:
Preferred stock, par value $0.01 per share; no shares authorized and outstanding actual; no shares authorized and outstanding pro forma; 10,000,000 shares authorized, no shares outstanding pro forma, as adjusted						—				—
Common stock, par value $0.01 per share; 30,000,000 shares authorized, 775,417 outstanding actual; 175,000,000 shares authorized and 33,848,902 shares outstanding, pro forma, as adjusted						8				338
Additional paid-in-capital						12,778				103,635
Deferred stock-based compensation						(5,853	)			(5,853	)
Accumulated other comprehensive income						79				79
Accumulated deficit						(22,170	)			(22,170	)
		Total stockholders’ (deficit) equity				(15,158	)			76,029
			Total capitalization		$	101,235			$	76,696

(1)	Our revolving credit facility provides for borrowings of up to $25.0 million.
(2)	Consists of our series A preferred stock, series A-1 preferred stock, series A-2 preferred stock, series B preferred stock, series B-1 preferred stock, series C preferred stock, series C-1 preferred stock, series C-2 preferred stock and series C-3 preferred stock.

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Initial public offering price per share							$	15.00
	Historical net deficit value per share as of June 30, 2005		$	(39.25	)
	Pro forma increase per share attributable to new investors			41.05
Pro forma as adjusted net tangible book value per share after this offering								1.80
Dilution per share to new investors							$	13.20

		Shares Purchased								Total Consideration								Average
																		Price
		Number				Percent				Amount				Percent				per Share
		(Dollars in thousands, except per share amounts)
Existing stockholders			27,182,235				80	%		$	74,302				43	%		$	2.73
New investors			6,666,667				20				100,000				57				15.00
Total			33,848,902				100	%		$	174,302				100	%		$	5.15

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	•	3,604,310 shares of common stock issuable upon exercise of outstanding stock options under our 2001 Stock Option Plan and 2005 Incentive Award Plan at a weighted average exercise price of $6.19 per share, of which 1,279,701 options were exercisable; and
	•	2,119,044 shares of common stock reserved for future issuance under our 2005 Incentive Award Plan.

	•	the percentage of shares of common stock held by existing stockholders will decrease to approximately 67.5% of the total number of shares of our common stock outstanding after this offering; and
	•	the number of shares held by new investors will be increased to 11,500,000 or approximately 32.5% of the total number of shares of our common stock outstanding after this offering.

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							Pro Forma, as Adjusted
			DealerTrack				Offering				Combined,
			Holdings, Inc.(1)				Adjustments				as Adjusted
			(Dollars in thousands)
Current assets			$	33,791			$	47,691	(2)		$	81,482
Property and equipment, net and software and website development costs, net				10,477				—				10,477
Intangibles, net				74,993				—				74,993
Goodwill				12,508				—				12,508
Other assets				2,228				—				2,228
	Total assets		$	133,997			$	47,691			$	181,688
LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities			$	29,009			$	—			$	29,009
Long-term liabilities				47,920				(43,500	)(3)			4,420
Total redeemable convertible participating preferred stock				72,226				(72,226	)(4)			—
	Total stockholders’ (deficit) equity			(15,158	)			163,417	(5)			148,259
	Total liabilities, redeemable convertible participating preferred stock and stockholders’ (deficit) equity		$	133,997			$	47,691			$	181,688

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(1)	Derived from the unaudited consolidated balance sheet of DealerTrack Holdings, Inc. as of June 30, 2005.
(2)	Adjustment represents estimated net proceeds of $91.2 million offset by the repayment of indebtedness under our credit facilities of $43.5 million.
(3)	Adjustment represents the payment of indebtedness under our credit facilities using net proceeds from this offering.
(4)	Adjustment represents the automatic conversion of redeemable convertible participating preferred stock to common stock upon the completion of this offering.
(5)	Adjustment represents estimated net proceeds of $91.2 million and the automatic conversion of redeemable convertible participating preferred stock to common stock of $72.2 million.

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																						Pro Forma								Pro Forma, as Adjusted
		DealerTrack
		Holdings,																				Acquisition								Offering				Combined,
		Inc.(2)				LML(3)				Chrome(3)				NAT(3)				ALG(3)				Adjustments(4)				Combined				Adjustments				as Adjusted
		(Dollars in thousands, except per share data)
Net revenue		$	70,044			$	18,509			$	12,769			$	3,897			$	7,829			$	(12,496	)(5)		$	100,552			$	—			$	100,552
Cost of revenue			29,665				3,047				2,214				2,442				3,127				20,899	(6)			61,394				—				61,394
Product development			2,256				—				2,129				656				—				—				5,041				—				5,041
Selling, general and administrative			30,401				11,619				6,940				3,347				2,388				(967	)(7)			53,728				—				53,728
Interest and other income (expense), net			(61	)			(3,109	)			(8	)			(86	)			(76	)			523	(8)			(2,817	)			2,425	(15)			(392	)
Income (loss) before provision for income taxes			7,661				734				1,478				(2,634	)			2,238				(31,905	)			(22,428	)			2,425				(20,003	)
Benefit (provision) for income taxes			3,592				—				(34	)			(1	)			—				(3,557	)(13)			—				—				—
Net income (loss)		$	11,253			$	734			$	1,444			$	(2,635	)		$	2,238			$	(35,462	)		$	(22,428	)		$	2,425			$	(20,003	)
Basic net income (loss) per share applicable to common stockholders		$	0.45																							$	(557.65	) (14)						$	(0.60	) (16)
Weighted average shares outstanding			40,219																								40,219	(14)							33,104,475	(16)
Diluted net income (loss) per share applicable to common stockholders		$	0.02	(1)																						$	(557.65	) (14)						$	(0.60	) (16)
Weighted average shares outstanding assuming dilution			1,025,248																								40,219	(14)							33,104,475	(16)

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																		Pro Forma								Pro Forma, as Adjusted
		DealerTrack
		Holdings,																Acquisition								Offering				Combined, as
		Inc.(2)				Chrome(3)				NAT(3)				ALG(3)				Adjustments(4)				Combined				Adjustments				Adjusted
		(Dollars in thousands, except per share data)
Net revenue		$	51,921			$	4,302				1,370			$	3,028			$	(330	)(9)		$	60,291			$	—			$	60,291
Cost of revenue			20,180				885				868				955				8,690	(10)			31,578				—				31,578
Product development			2,084				934				365				—				—				3,383				—				3,383
Selling, general and administrative			24,347				3,101				2,221				1,058				(219	)(11)			30,508				—				30,508
Interest and other income (expense), net			(286	)			11				(17	)			(33	)			(1,074	)(12)			(1,399	)			1,212	(15)			(187	)
Income (loss) before provision for income taxes			5,024				(607	)			(2,101	)			982				(9,875	)			(6,577	)			1,212				(5,365	)
Provision for income taxes			(2,160	)			(10	)			—				—				2,170	(13)			—				—				—
Net income (loss)		$	2,864			$	(617	)			(2,101	)		$	982			$	(7,705	)		$	(6,577	)		$	1,212				(5,365	)
Basic net income (loss) per share applicable to common stockholders		$	0.11																			$	(11.59	) (14)						$	(0.16	) (16)
Weighted average shares outstanding			567,302																				567,302	(14)							33,631,558	(16)
Diluted net income (loss) per share applicable to common stockholders		$	0.06																			$	(11.59	) (14)						$	(0.16	) (16)
Weighted average shares outstanding assuming dilution			1,146,402																				567,302	(14)							33,631,558	(16)

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Current assets		$	177
Property and equipment			183
Intangible assets			10,140
Goodwill			7,816
Total assets acquired			18,316
Total liabilities assumed			(5,420	)
Net assets acquired		$	12,896

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Current assets		$	2,497
Property and equipment			900
Intangible assets			17,888
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			8,254
Total assets acquired			8,813
Total liabilities assumed			(113	)
Net assets acquired		$	8,700

Current assets		$	95
Property and equipment			259
Other long-term assets			581
Intangible assets			38,885
Total assets acquired			39,820
Total liabilities assumed			(88	)
Net assets acquired		$	39,732

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Reversal of LML factored revenue(a)		$	(11,736	)
Elimination of intercompany revenue (cost of revenue reversed as part of (6))			(760	)
Total of adjustment (5)		$	(12,496	)

	(a)	LML, subsequent to the execution of certain arrangements with its customers, transferred the rights to the payment streams under supply and licensing arrangements with finance companies at a discount. The amounts received from the transferred contracts were then recorded as collateralized borrowings. The outstanding balance is reduced as LML recognized the revenue from these contracts ratably over the contract period (typically greater than 12 months). As of the acquisition date, we assumed the liability of servicing the transferred contracts. This adjustment represents a material event that is directly attributable to the LML transaction, that is factually supportable and that will continue to affect the income statement 12 months after the transaction. Refer to pro forma adjustment (6) for the corresponding service liability.

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Entry to record additional amortization expense for LML-acquired identifiable intangible assets as if the acquisition occurred on January 1, 2004 (using a three year life)		$	2,044
Elimination of inter-company cost of revenue (revenue reversed as part of (5))			(760	)
LML accrued servicing costs			(1,176	) (a)
Entry to record additional amortization expense for Chrome acquired identifiable intangible assets as if the acquisition occurred on January 1, 2004 (using a three year life)			5,902
Entry to record additional amortization expense for NAT acquired identifiable intangible assets as if the acquisition occurred on January 1, 2004 (using a three year life)			2,214
Entry to record additional amortization expense for ALG acquired identifiable intangible assets as if the acquisition occurred on January 1, 2004 (using a three year life)			13,088
LML license royalties			(413	) (b)
Total of adjustment (6)		$	20,899

	(a)	Adjustment represents the incremental cost that we will incur as it relates to servicing the transferred contracts noted above in 5(a) in accordance with EITF 95-3. Assuming that we purchased LML on January 1, 2004, the assumed liability for such contracts would have been recorded in purchase accounting and the costs would not have been recorded in the income statement.
	(b)	Adjustment represents the elimination of royalty expense that LML paid to a related party for the license of certain technology. Assuming that we had acquired LML on January 1, 2004, we would not have incurred any royalty expense relating to the license of certain technology, as this technology was an asset acquired from the related party under the purchase agreement.

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Conversion of redeemable convertible participating preferred stock			26,397,589
Estimated common stock offered in this offering			6,666,667
Basic weighted average shares outstanding as of December 31, 2004			40,219
Total as adjusted, weighted average outstanding and average shares outstanding assuming dilution			33,104,475

Conversion of redeemable convertible participating preferred stock			26,397,589
Estimated common stock offered in this offering			6,666,667
Basic weighted average shares outstanding as of June 30, 2005			567,302
Total as adjusted, weighted average outstanding and average shares outstanding assuming dilution			33,631,558

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																						Six Months Ended
		Year Ended December 31,																				June 30,
		2000(2)				2001				2002				2003				2004				2004				2005
		(unaudited)
																						(unaudited)
		(In thousands, except per share amounts)
Consolidated Statements of Operations Data:
Net revenue		$	—			$	1,338			$	11,711			$	38,679			$	70,044			$	32,209			$	51,921
(Loss) income from operations			(1,304	)			(14,953	)			(16,954	)			(3,270	)			7,722				2,925				5,310
(Loss) income before provision for income taxes			(1,304	)			(14,919	)			(16,775	)			(3,217	)			7,661				2,911				5,024
Net (loss) income		$	(1,304	)		$	(14,919	)		$	(16,775	)		$	(3,289	)		$	11,253			$	2,459			$	2,864
Basic net (loss) income per share applicable to common stockholders(3)			—				—			$	(23,334.99	)		$	(1,000.30	)		$	0.45			$	0.10			$	0.11
Diluted net (loss) income per share applicable to common stockholders(3)			—				—			$	(23,334.99	)		$	(1,000.30	)		$	0.02	(1)		$	0.00			$	0.06
Average shares outstanding			—				—				1,009				3,288				40,219				13,689				567,302
Average shares outstanding assuming dilution			—				—				1,009				3,288				1,025,248				381,793				1,146,402
Pro forma basic net income per share (unaudited)(4)																		$	0.43							$	0.11
Pro forma diluted net income per share (unaudited)(4)																		$	0.41							$	0.10
Pro forma weighted average shares outstanding (unaudited)																			26,437,808								26,964,891
Pro forma weighted average shares outstanding assuming dilution (unaudited)																			27,422,837								27,543,991

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		As of December 31,
																						As of
		2000(1)				2001				2002				2003				2004				June 30, 2005
		(unaudited)																				(unaudited)
		(In thousands)
Consolidated Balance Sheets Data:
Cash and cash equivalents		$	1,791			$	16,311			$	13,745			$	16,790			$	21,753			$	5,428
Working capital(5)			1,781				15,138				13,444				15,640				23,390				4,782
Total assets			2,434				34,746				25,865				46,643				76,681				133,997
Capital lease obligations			—				—				—				1,100				886				667
Total redeemable convertible participating preferred stock			—				46,002				53,226				72,226				72,226				72,226
Accumulated deficit			(1,304	)			(16,223	)			(32,997	)			(36,287	)			(25,034	)			(22,170	)
Total stockholders’ equity (deficit)			3,697				(13,594	)			(32,747	)			(33,608	)			(20,001	)			(15,158	)

(1)	During the three months ended June 30, 2005, we determined that diluted net income per share applicable to common stockholders for the year ended December 31, 2004 was miscalculated. As a result, based on the revised calculation, we have adjusted our diluted net income per share applicable to common stockholders calculation to $0.02 per share from the previously reported $0.00 per share. There was no impact on the calculation of basic net income per share applicable to common stockholders.
(2)	We are a Delaware corporation formed in August 2001 in connection with the combination of DealerTrack, Inc., which commenced operations in February 2001, and webalg, inc., which commenced operations in April 2000. This combination was accounted for under the provisions of SFAS No. 141, which requires entities under common control to present the results of operations for those entities for the periods ended December 31, 2000 and December 31, 2001 as if the business combination occurred on April 1, 2000.
(3)	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.
(4)	Pro forma basic and diluted net income per share have been computed to give effect, even if antidilutive, to the issuance of all shares issuable upon automatic conversion of the redeemable convertible participating preferred stock into common stock upon the completion of this offering on an as-if converted basis for the year ended December 31, 2004 and the six months ended June 30, 2005.
(5)	Working capital is defined as current assets less current liabilities.

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	Acquisition Related Amortization Expense

50

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	Revenue Recognition

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	Allowance for Doubtful Accounts

	Goodwill, Other Intangibles and Long-lived Assets

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	Income Taxes

	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 to $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

	May and June 2005

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	Significant Factors Contributing to the Difference between Fair Value as of the Date of Each Grant and Estimated IPO 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.
	•	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 Securities and Exchange Commission.
	•	Throughout the entire period from July 1, 2004 through June 30, 2005, our dealer and financing source customer base has increased, as have the number of transactions processed and the number of product subscriptions.

										Exercise				Fair Market
						Number of				Price Per				Value				Intrinsic Value
		Grant Date				Options/Shares				Share				Per Share				Per Share*
Options:			July 2004				25,000			$	2.80			$	5.86			$	3.06
			August 2004				699,650				2.80				6.73				3.93
			January 2005				51,500				9.00				8.60				n/a
			March 2005				37,600				9.00				8.60				n/a
			April 2005				65,000				9.00				8.60				n/a
			May 2005				960,850				12.92				14.30				1.38
			June 2005				30,000				12.92				14.30				1.38
			Total Options				1,869,800
Restricted Shares:			May 2005				101,000				n/a				14.30				n/a
			June 2005				3,500				n/a				14.30				n/a
			Total Restricted Shares				104,500

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

															Six Months
															Ended
			Year Ended December 31,												June 30,
			2002				2003				2004				2004				2005
			(% of 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			150.0	%			65.6	%			42.4	%			41.9	%			38.9	%
	Product development			17.9	%			4.0	%			3.2	%			3.2	%			4.0	%
Selling, general and administrative				76.9	%			38.9	%			43.4	%			45.8	%			46.9	%
	Total operating costs and expenses			244.8	%			108.5	%			89.0	%			90.9	%			89.8	%
(Loss) income from operations				(144.8	)%			(8.5	)%			11.0	%			9.1	%			10.2	%
	Interest income			1.5	%			0.2	%			0.1	%			0.0	%			0.2	%
	Interest expense			0.0	%			(0.0	)%			(0.2	)%			(0.1	)%			(0.7	)%
(Loss) income before provision for income taxes				(143.3	)%			(8.3	)%			10.9	%			9.0	%			9.7	%
(Provision) benefit for income taxes				0.0	%			(0.2	) %			5.1	%			(1.4	)%			(4.2	)%
Net (loss) income				(143.3	)%			(8.5	)%			16.0	%			7.6	%			5.5	%

														Six Months
														Ended
		Year Ended December 31,												June 30,
		2002				2003				2004				2004				2005
		(% of revenue)
(1) Related party revenue			69.9%				35.5%				27.2%				28.1%				25.8%
Related party cost of revenue			1.7%				10.3%				4.7%				5.5%				3.2%

	Revenue

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	Cost of Revenue and Operating Expenses

	Provision for Income Taxes

	Revenue

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	Cost of Revenue and Operating Expenses

	Benefit (provision) for Income Taxes

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	Revenue

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	Cost of Revenue and Operating Expenses

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		First Quarter				Second Quarter				Third Quarter				Fourth Quarter
		(unaudited)
		(In thousands, except for per share data)
2005
Net revenue		$	23,271				28,650
Gross profit			14,868				16,873
Operating income			3,616				1,694
Net income			2,069				795
Basic net income per share applicable to common stockholders			0.08				0.03
Diluted net income per share applicable to common stockholders			0.04	(a)			0.02
Basic weighted average common shares outstanding			513,771				633,975
Diluted weighted average common shares outstanding			1,139,458				1,307,678
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			0.07				0.04				0.10				0.25
Diluted net income per share applicable to common stockholders			0.06	(a)			0.00				0.00				0.02	(a)
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
2003
Net revenue		$	6,430			$	9,897			$	11,182			$	11,170
Gross profit			1,426				2,752				4,108				5,031
Operating (loss) income			(2,199	)			(1,311	)			(150	)			390
Net (loss) income			(2,181	)			(1,303	)			(145	)			340
Basic net (loss) income per share applicable to common stockholders			(2,161.55	)			(1,291.38	)			(143.71	)			0.01
Diluted net (loss) income per share applicable to common stockholders			(2,161.55	)			(1,291.38	)			(143.71	)			0.01	(a)
Basic weighted average common shares outstanding			1,009				1,009				1,009				10,050
Diluted weighted average common shares outstanding			1,009				1,009				1,009				24,775,177

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(a)

Represents the revised calculation of dilutive net income per share applicable to common stockholders to reflect the adjustment as described in note 2 “Summary of Significant Accounting Policies — Net (Loss) Income per Share” to our consolidated financial statements, which appears elsewhere in this prospectus. The effect of this revision was to increase amounts previously reported for dilutive net income per share applicable to common stockholders. The amounts previously reported were as follows: First Quarter — 2005 — $0.00, Fourth Quarter — 2004 — $0.00, First Quarter — 2004 — $0.00, Fourth Quarter — 2003 — $0.00.

														Six Months Ended
		Year Ended December 31,												June 30,
		2002				2003				2004				2004				2005
														(Unaudited)
		(In thousands)
Net cash (used in) provided by operating activities		$	(7,006	)		$	8,483			$	17,162			$	5,346			$	7,647
Net cash used in investing activities			(2,791	)			(5,343	)			(12,424	)			(1,412	)			(67,474	)
Net cash provided by (used in) financing activities			7,230				(95	)			125				(227	)			43,508

	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		$	886			$	494			$	392			$	—			$	—
Operating lease obligations			12,101				1,059				3,203				2,161				5,678
Payments due to acquirees			4,800				1,000				2,540				1,260				—
Total contractual cash obligation		$	17,787			$	2,553			$	6,135			$	3,421			$	5,678

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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;
	•	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 2004, franchised dealers spent approximately $8.3 billion on advertising, of which the Internet accounted for 6.7%, up from 5.3% in 2003, 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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	Other Service and Information Providers

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Segment			Products and Services		Subscription/Transaction
Pre-Sales Marketing and Prospecting:			• ALG Residual Value Guides*			• Subscription
			• Chrome Carbook®*			• Subscription
			• PC Carbook®*			• Subscription
			• WebsitePlustm			• Subscription
Sales:			• Chrome Inventory Searchtm*			• Subscription
			• Credit Reports			• Transaction
			• DeskLinktm			• Subscription
			• FinanceWizardtm			• Subscription
Finance and Insurance:
	Financing		• BookOut			• Subscription
			• ToolKittm (includes our credit application processing product)			• Transaction
	Aftermarket Sales:		• DealerTrack eMenutm			• Subscription
	Contracting:		• DealTransfertm			• Subscription
			• eContracting			• Subscription and Transaction
Data and Reporting:			• ActivityReportstm			• Subscription
			• ALG Data Services*			• Subscription
			• Chrome New Vehicle Data*			• Subscription
			• Chrome VIN Search Data*			• Subscription

*	Products and services acquired during the three months ended June 30, 2005.

	Pre-Sales Marketing and Prospecting

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	Sales

	Finance and Insurance

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	Data and Reporting

	Direct Sales

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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; and
	•	advertising in automotive trade magazines and other periodicals.

	Customer Service

	Training

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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.; and
	•	vehicle configuration providers, including Autodata Solutions Company, Automotive Information Center and JATO Dynamics, Inc.

	Web-Based Interface

	Partner Integration

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	Infrastructure

	Security

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						Approximate				Lease/Sublease
Use		Property Location				Square Feet				Expiration Date
Corporate headquarters			Lake Success, NY				40,000			November 5, 2014
Chrome Systems, Inc.			Portland, OR				16,300			August 31, 2008
DealerTrack Aftermarket Services, Inc.			Rosemont, IL				8,300			June 30, 2010
Automotive Lease Guide (ALG), Inc.			Santa Barbara, CA				8,200			June 14, 2007
DealerTrack Aftermarket Services, Inc.			Longwood, FL				7,300			January 1, 2009
dealerAccess Canada Inc.			Richmond Hill, Ontario				5,000			April 30, 2008

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Name		Age				Position
Mark F. O’Neil			47			Chairman of the Board, President and Chief Executive Officer
Robert J. Cox III			40			Senior Vice President, Chief Financial Officer and Treasurer
Charles J. Giglia			54			Senior Vice President, and Chief Information Officer — DealerTrack, Inc.
Eric D. Jacobs			38			Senior Vice President, General Counsel and Secretary
Vincent Passione			44			President — DealerTrack, Inc.
Mary Cirillo-Goldberg			58			Lead Director
Daniel E. Berce(1)			51			Director
Steven J. Dietz			42			Director
Thomas R. Gibson			63			Director
John J. McDonnell, Jr.			67			Director
James David Power III			74			Director
Howard L. Tischler			51			Director

(1)	Mr. Berce will resign from the board of directors prior to the completion of this offering.

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	•	the class I directors will be Messrs. Power and Tischler, and their terms will expire at the annual meeting of stockholders to be held in 2006;

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	•	the class II directors will be Messrs. Dietz and McDonnell, and their terms will expire at the annual meeting of stockholders to be held in 2007; and
	•	the class III directors will be Ms. Cirillo-Goldberg and Messrs. Gibson and O’Neil, and their terms will expire at the annual meeting of stockholders to be held in 2008.

	•	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 and recommending approval of compensation of our executive officers;
	•	administering our stock incentive and employee stock purchase plans; and
	•	reviewing and making recommendations to our board of directors with respect to incentive compensation and equity plans.

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	•	identify and recommend nominees for election to our board of directors;
	•	review our Code of Business Conduct and Ethics; and
	•	oversee the evaluation of our board.

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Name of Director		Number of Shares				Date of Grant
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
Howard L. Tischler			40,000			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
																			Compensation
							Annual Compensation
																			Restricted				Securities
															Other Annual				Stock				Underlying				All Other
Name and Principal Position			Year				Salary ($)				Bonus ($)				Compensation ($)				Awards ($)				Options (#)				Compensation ($)
Mark F. O’Neil				2004				450,000				557,201				—				—				581,953				—
	Chairman of the Board, President and Chief Executive Officer
Robert J. Cox III				2004				216,060				129,636				68,317	(1)			—				120,625				—
	Senior Vice President, Chief Financial Officer and Treasurer
Charles J. Giglia				2004				238,947				133,810				—				—				135,625				—
	Senior Vice President and Chief Information Officer — DealerTrack, Inc.
Eric D. Jacobs				2004				225,655				135,393				15,624	(2)			—				120,000				—
	Senior Vice President, General Counsel and Secretary
Vincent Passione				2004				350,000				237,195				26,676	(2)			—				118,000				—
	President — DealerTrack, Inc.

(1)	Relocation allowance.
(2)	Temporary housing paid by us.

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																		Potential Realizable Value
																		at Assumed Annual Rate
		Number of				Percentage of Total												of Stock Price Appreciation
		Securities				Options Granted to				Exercise								for Option Term(3)
		Underlying				Employees in				Price per				Expiration
Name		Options Granted				Fiscal Year(1)				Share(2)				Date				5%				10%
Mark F. O’Neil			414,953							$	2.80				05/2014			$	8,976,852			$	14,982,350
			167,000				31.80	%		$	2.80				08/2014				3,612,781				6,029,725
Robert J. Cox III			55,625							$	2.80				05/2014				1,203,359				2,008,404
			65,000				6.59	%		$	2.80				08/2014				1,406,172				2,346,899
Charles J. Giglia			45,625							$	2.80				05/2014				987,025				1,647,342
			90,000				7.41	%		$	2.80				08/2014				1,947,008				3,249,552
Eric D. Jacobs			70,000							$	2.80				01/2014				1,514,339				2,527,430
			50,000				6.56	%		$	2.80				08/2014				1,081,671				1,805,307
Vincent Passione			15,000							$	2.80				01/2014				324,501				541,592
			103,000				6.45	%		$	2.80				08/2014				2,228,242				3,718,932

(1)	Based on an aggregate of 1,829,650 shares subject to options granted to our employees in 2004, including the named executive officers.
(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)	Amounts represent hypothetical gains that could be achieved for stock options if exercised at the end of the option term. These gains are based on assumed rates of stock price appreciation of 5% and 10% compounded annually from the date stock options are granted. Actual gains, if any, on stock option exercises will depend on the future performance of our common stock on the date on which the stock options are exercised.

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										Number of
										Securities Underlying								Value of Unexercised
										Unexercised Options								In-The-Money Options
		Shares								at Fiscal Year-End(1)								at Fiscal Year-End(2)
		Acquired on				Value
Name		Exercise (#)				Realized ($)				Exercisable				Unexercisable				Exercisable				Unexercisable
Mark F. O’Neil			—				—				521,814				535,080			$	6,313,645			$	8,026,200
Robert J. Cox III			—				—				45,766				119,260				552,330				1,452,737
Charles J. Giglia			—				—				56,639				144,611				682,184				1,761,066
Eric D. Jacobs			—				—				35,506				125,497				433,173				1,531,063
Vincent Passione			79,285				—				19,777				303,938				241,279				4,675,321

(1)	This table does not include an aggregate of 315,000 options granted to the named executive officers on May 26, 2005.
(2)	The value of unexercised in-the-money options has been calculated using the assumed initial public offering price of $15.00 per share (the mid-point of the price range set forth on the cover page of this prospectus), less the exercise price of the option, multiplied by the number of shares underlying the options. Share numbers are based on exercisability as of December 31, 2004.

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

Mark F. O’Neil		$	476,000
Robert J. Cox III		$	250,000
Charles J. Giglia		$	250,000
Eric D. Jacobs		$	250,000
Vincent Passione		$	370,000

	•	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

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		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 position of a distance of at 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 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 stockholder’s 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 DealerTrack Holdings, Inc., “change of control” also means the occurrence of any of the above with respect to such subsidiary.

	2001 Stock Option Plan

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	2005 Incentive Award Plan

	•	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 award, consistent with the 2005 Incentive Award Plan. The board of directors, or the compensation committee when so empowered, 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 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 board of directors or compensation committee when so empowered.

	•	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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	Senior Executive Incentive Bonus Plan

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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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	Overview

	•	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 in 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;
	•	Wells Fargo & Company, which owns shares of our common stock through its affiliates Wells Fargo Financial, Inc. and Wells Fargo Small Business Investment Company, Inc., and Wells Fargo Financial, Inc., which owns shares of our common stock in its own name; and
	•	WFS Financial, Inc., which owns shares of our common stock through its affiliate WFS Web Investments.

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	ACF Investment Corp.

	Capital One Auto Finance, Inc.

	J.P. Morgan Partners

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	Wells Fargo Small Business Investment Company, Inc. and Wells Fargo Financial, Inc.

	WFS Web Investments

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	First American Credit Management Solutions, Inc.

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

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		Number of Shares of								Number of Shares of
		Preferred Stock				Conversion				Common Stock Upon
Series of Preferred Stock		Outstanding				Rate				Automatic Conversion
A			2,000,000				1.6321				3,264,200
A-1			624,630				1.5688				979,919
A-2			4,449,856				1.0000				4,449,856
B			3,618,750				1.6321				5,906,161
B-1			624,630				1.5688				979,919
C			5,942,254				1.1706				6,956,000
C-1			2,119,851				1.0555				2,237,502
C-2			139,924				1.0059				140,747
C-3			1,483,285				1.0000				1,483,285
			21,003,180								26,397,589

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	•	that our board of directors will contain no fewer than three members and no more than eleven members, with two members designated by J.P. Morgan Partners, one member designated by Wells Fargo SBIC, one member designated by Capital One Auto Finance, Inc., one member designated by WFS Web Investments, one member designated by ACF Investment Corp., one member designated by The First American Corporation, one member collectively designated by GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P., one member who shall be our chief executive officer, and two members who are not officers of DealerTrack to be designated by ACF Investment Corp., J.P. Morgan Partners and Wells Fargo SBIC, subject to certain veto rights by other stockholders;
	•	for restrictions on the stockholder parties’ transferability of our capital stock;
	•	rights to compel management stockholders, upon their death or termination of employment with us, to sell shares of our capital stock held by such management stockholders, exercisable first by us, then by certain investor parties to the stockholders’ agreement as designated by us;
	•	rights of first refusal with respect to certain proposed sales by the stockholder parties of our capital stock, exercisable first by us, then by certain stockholder parties to the stockholders’ agreement;
	•	rights of co-sale with respect to certain proposed sales by preferred stockholder parties of our capital stock, exercisable by certain stockholder parties to the stockholders’ agreement;
	•	preemptive rights with respect to issuances, sales or exchanges of certain securities (but excluding, among other things, the shares issued in this offering) by us, exercisable by certain stockholder parties to the stockholders’ agreement; and
	•	put rights requiring us and/or certain stockholder parties to the stockholders’ agreement to purchase all of our capital stock held by certain other stockholder parties to the stockholders’ agreement.

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	•	each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our outstanding common stock;
	•	each of our named executive officers and directors;
	•	all directors and executive officers as a group; and
	•	each of the selling stockholders, which consists of the individuals and entities shown as having shares being offered in this offering.

															Shares Beneficially
			Shares Beneficially												Owned After
			Owned Before Offering								Number of				Offering
											Shares Being
Name and Address of Beneficial Owner			Number				Percent				Offered				Number				Percent
More than 5% Stockholders:
JPMorgan Chase & Co. and related entities				7,222,913	(1)			26.6	%			1,434,297				5,788,616				17.1	%
	1221 Avenue of the Americas
	39th Floor
	New York, New York 10020-1080
First Advantage Corporation and related entities				5,428,824	(2)			20.0	%			—				5,428,824				16.0	%
	100 Carillon Parkway
	St. Petersburg, FL 33716
AmeriCredit Corp. and related entities				3,402,768	(3)			12.5	%			675,708				2,727,060				8.1	%
	801 Cherry Street, Suite 3900
	Fort Worth, Texas 76102
Wells Fargo & Company and related entities				2,498,316	(4)			9.2	%			496,106				2,002,210				5.9	%
	420 Montgomery Street
	San Francisco, California 94104
GRP II, L.P. and related entities				2,237,502	(5)			8.2	%			—				2,237,502				6.6	%
	2121 Avenue of the Stars
	Suite 1630
	Los Angeles, California 90067
Capital One Auto Finance, Inc. and related entities				1,832,767	(6)			6.7	%			363,944				1,468,823				4.3	%
	8000 Jones Branch Drive
	19055-0300
	McLean, Virginia 22102

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															Shares Beneficially
			Shares Beneficially												Owned After
			Owned Before Offering								Number of				Offering
											Shares Being
Name and Address of Beneficial Owner			Number				Percent				Offered				Number				Percent
WFS Financial, Inc. and related entities				1,832,767	(7)			6.7	%			—				1,832,767				5.4	%
	23 Pasteur
	Irvine, California 92618
Other Selling Stockholders:
ADP, Inc				504,317	(8)			1.9	%			100,145				404,172				1.2	%
	1950 Hassell Road
	Hoffman Estates, Illinois 60195
DJR US, LLC (formerly known as Automotive Lease Guide (alg), LLC)				1,296,668	(9)			4.8	%			257,487				1,039,181				3.1	%
	4187 Cresta Avenue
	Santa Barbara, California 93110
Janet Clarke				28,433	(10)			*				5,646				22,787				*
Directors and Executive Officers:
Mark F. O’Neil				838,489	(5)(11)			3.1	%			—				838,489				2.5	%
Robert J. Cox III				111,981	(12)			*				—				111,981				*
Charles J. Giglia				118,550	(13)			*				—				118,550				*
Eric D. Jacobs				98,025	(14)			*				—				98,025				*
Vincent Passione				213,851	(15)			*				—				213,851				*
Mary Cirillo-Goldberg				90,835	(16)			*				—				90,835				*
Daniel E. Berce				—	(3)			—				—				—				—
Steven J. Dietz				3,500	(5)(17)			*				—				3,500				*
Thomas R. Gibson				3,500	(18)			*				—				3,500				*
John J. McDonnell, Jr.				3,500	(19)			*				—				3,500				*
James David Power III				19,750	(20)			*				—				19,750				*
Howard L. Tischler				3,500	(2)(21)			*				—				3,500				*
All directors and executive officers as a group (12 persons)				1,505,481				5.5	%			—				1,505,481				4.4	%

	*	Indicates less than 1%.

	(1)	Consists of 7,222,913 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by 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 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 will enter into a voting trust agreement on or around the closing of this offering with an independent, unaffiliated trust company, pursuant to which J.P. Morgan Partners will deposit all or most of its 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. J.P. Morgan Partners is an affiliate of a broker-dealer and acquired the securities for investment purposes and at the time of its acquisition of the securities, did not have any agreement, understanding

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		or arrangement with any other person, either directly or indirectly, to dispose of the shares being offered for its account.
	(2)	Consists of 5,428,824 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by 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 President and Chief Executive Officer of CMSI. Mr. Tischler disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. First Advantage Corporation is an affiliate of a broker-dealer and acquired the securities for investment purposes and at the time of its acquisition of the securities, did not have any agreement, understanding or arrangement with any other person, either directly or indirectly, to dispose of the shares being offered for its account.
	(3)	Consists of 3,402,768 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by ACF Investment Corp. (“ACF”). ACF is a wholly-owned subsidiary of AmeriCredit Corp., a publicly traded company. Mr. Daniel E. Berce is Chief Executive Officer, President and a director of AmeriCredit Corp. Mr. Berce disclaims beneficial ownership of the shares except to the extent of his pecuniary interest in AmeriCredit Corp.
	(4)	Consists of (i) 2,040,125 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by Wells Fargo SBIC and (ii) 458,191 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by Wells Fargo Financial, Inc. (“Wells Fargo Financial”). Wells Fargo Financial and Wells Fargo SBIC are each indirect subsidiaries of Wells Fargo & Company, a publicly traded company. Wells Fargo Financial and Wells Fargo SBIC are affiliates of broker-dealers and acquired the securities for investment purposes and at the time of their acquisition of the securities, did not have any agreement, understanding or arrangement with any other person, either directly or indirectly, to dispose of the shares being offered for their accounts.
	(5)	Consists of (i) 2,040,008 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by GRP II, L.P. (“GRP II”), (ii) 145,589 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by GRP II Investors, L.P. (“GRP II Investors”) and (iii) 51,905 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering 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 CEO, 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.
	(6)	Consists of 1,832,767 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by Capital One Auto Finance, Inc., a wholly-owned subsidiary of Capital One Financial Corporation, a publicly traded company.
	(7)	Consists of 1,832,767 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by WFS Web Investments, which is a wholly-owned subsidiary of WFS Financial, Inc., a publicly traded company that the Wachovia Corporation has agreed to acquire.
	(8)	Consists of 504,317 shares of common stock issuable upon the automatic conversion of preferred stock upon completion of this offering held by ADP, Inc., an indirect wholly-owned subsidiary of Automatic Data Processing, Inc., a publicly traded company. ADP, Inc. is an affiliate of a broker-dealer and acquired the securities for investment purposes and at the time of its acquisition of the securities, did not

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		have any agreement, understanding or arrangement with any other person, either directly or indirectly, to dispose of the shares being offered for its account.
	(9)	Consists of 1,296,668 shares of common stock issuable upon the automatic conversion of preferred stock upon the completion of this offering held by DJR US, LLC. Douglas W. Aiken is a Manager and Member of, and John A. Blair and Raj Sundaram are Members of, DJR US, LLC, and, as such, exercise voting and/or dispositive powers over the shares held by DJR US, LLC. Each of Messrs. Aiken, Blair and Sundaram disclaims beneficial ownership of all of the shares held by DJR US, LLC except to the extent of his pecuniary interest therein. Mr. Blair and Mr. Sundaram are officers of Automotive Lease Guide (alg), Inc.

(10)	Consists of 28,433 shares of common stock issuable upon the automatic conversion of preferred stock upon completion of this offering held by Janet Clarke.
(11)	Includes 549,368 shares which Mr. O’Neil has the right to acquire within 60 days after September 30, 2005 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) 30,000 shares of restricted common stock which Mr. O’Neil was granted on May 26, 2005. 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.
(12)	Includes 85,945 shares which Mr. Cox has the right to acquire within 60 days after September 30, 2005 upon the exercise of stock options. Also includes 10,000 shares of restricted common stock which Mr. Cox was granted on May 26, 2005.
(13)	Includes 113,550 shares which Mr. Giglia has the right to acquire within 60 days after September 30, 2005 upon the exercise of stock options. Also includes 5,000 shares of restricted common stock which Mr. Giglia was granted on May 26, 2005.
(14)	Includes 58,025 shares which Mr. Jacobs has the right to acquire within 60 days after September 30, 2005 upon the exercise of stock options. Also includes (i) 20,000 shares held by The Eric D. Jacobs Grantor Retained Annuity Trust, of which Mr. Jacobs is the trustee, and (ii) 10,000 shares of restricted common stock which Mr. Jacobs was granted on May 26, 2005.
(15)	Includes 119,566 shares which Mr. Passione has the right to acquire within 60 days after September 30, 2005 upon the exercise of stock options. Also includes (i) 79,285 shares held by the 2005 Vincent Passione Grantor Retained Annuity Trust, of which Mr. Passione’s wife and sister are the trustees, and (ii) 15,000 shares of restricted common stock which Mr. Passione was granted on May 26, 2005.
(16)	Includes 16,250 shares which Ms. Cirillo-Goldberg has the right to acquire within 60 days after September 30, 2005 upon the exercise of stock options and 3,500 shares of restricted common stock which Ms. Cirillo-Goldberg was granted on May 26, 2005.
(17)	Includes 3,500 shares of restricted common stock which Mr. Deitz was granted on May 26, 2005.
(18)	Includes 3,500 shares of restricted common stock which Mr. Gibson was granted on June 29, 2005.
(19)	Includes 3,500 shares of restricted common stock which Mr. McDonnell was granted on July 28, 2005.
(20)	Includes 16,250 shares which Mr. Power has the right to acquire within 60 days after September 30, 2005 upon the exercise of stock options and 3,500 shares of restricted common stock which Mr. Power was granted on May 26, 2005.
(21)	Includes 3,500 shares of restricted common stock which Mr. Tischler was granted on May 26, 2005.

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	•	30,000,000 shares of common stock, of which 784,646 shares were outstanding; and
	•	21,185,000 shares of redeemable convertible participating preferred stock, of which 21,003,180 shares were outstanding.

	•	175,000,000 shares of 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 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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		Approximate Number of
		Shares Eligible for
Relevant Dates		Future Sale				Comment
On the date of this prospectus			10,013,690			Freely tradeable shares sold in this offering; shares saleable under Rule 144(k)
90 days after the date of this prospectus			219,103			Shares not subject to lock-up agreements; shares saleable under Rules 144, 144(k) or 701
180 days after the date of this prospectus			23,508,109			All shares subject to lock-up agreements released; shares saleable under Rules 144, 144(k) or 701

	•	1% of the number of shares of common stock then outstanding, which will equal approximately 338,500 shares immediately after this offering, or
	•	the average weekly trading volume of the common stock on The NASDAQ National Market during the four calendar weeks preceding the filing of a notice on Form 144 with respect to such sale.

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	•	a base rate used by JPMorgan Chase Bank, plus 0.50%; or
	•	a eurodollar rate on deposits for one, two, three or six-month periods, plus 1.50%.

	•	all present and future shares of the capital stock of or other equity interests of each of our present and future subsidiaries; in the case of any foreign subsidiary or permitted excluded domestic non-operating subsidiary, such pledge shall be limited to 66% of the common equity of such subsidiary;
	•	substantially all of the present and future personal property and assets of ours, DealerTrack, Inc. and each subsidiary guarantor, including, but not limited to, machinery and equipment, inventory and other goods, accounts receivable, fixtures, bank accounts, general intangibles, license rights, patents, trademarks, trade names, copyrights, chattel paper, insurance proceeds, contract rights, hedge agreements, documents, instruments, indemnification rights, tax refunds and cash (subject to certain exceptions set forth in the guarantee and security agreement); and
	•	all proceeds and products of the property and assets described in the previous two bullet points.

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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;
	•	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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Underwriters			Number of Shares
Lehman Brothers Inc.
J.P. Morgan Securities Inc.
Wachovia Capital Markets, LLC.
William Blair & Company, L.L.C.
SG Cowen & Co., LLC.
	Total			10,000,000

Per Share

Total

No Exercise

Full Exercise

No Exercise

Full Exercise

Us

$

$

$

$

Selling stockholders

$

$

$

$

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	•	the history of and prospects for our industry;
	•	an assessment of our management;
	•	our present operations;
	•	the trend of our revenue and earnings; and
	•	our earnings prospects.

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		Page
DEALERTRACK HOLDINGS, INC.:
Report of Independent Registered Public Accounting Firm			F-3
Consolidated Balance Sheets			F-4
Consolidated Statements of Operations			F-5
Consolidated Statements of Cash Flows			F-6
Consolidated Statements of Stockholders’ Deficit and Comprehensive (Loss) Income			F-7
Notes to Consolidated Financial Statements			F-8
Schedule II — Valuation and Qualifying Accounts			F-39
AUTOMOTIVE LEASE GUIDE (ALG), LLC:
Report of Independent Auditors			F-40
Combined Balance Sheets			F-41
Combined Statements of Operations			F-42
Combined Statements of Changes in Equity			F-43
Combined Statements of Cash Flows			F-44
Notes to Combined Financial Statements			F-45
CHROME SYSTEMS CORPORATION:
Independent Auditors’ Report			F-50
Balance Sheets			F-51
Statements of Operations			F-52
Statements of Stockholders’ Equity			F-53
Statements of Cash Flows			F-54
Notes to Financial Statements			F-55
DEALERACCESS INC.:
Report of Independent Auditors			F-62
Consolidated Balance Sheet			F-63
Consolidated Statement of Shareholder’s Deficiency			F-64
Consolidated Statement of Operations			F-65
Consolidated Statement of Cash Flows			F-66
Notes to Consolidated Financial Statements			F-67
LLDG OPERATING COMPANY (FORMERLY KNOWN AS LEASE MARKETING, LTD.):
Report of Independent Auditors			F-78
Consolidated Balance Sheets			F-79
Consolidated Statements of Operations			F-80
Consolidated Statements of Stockholders’ Equity (Deficit)			F-81
Consolidated Statements of Cash Flows			F-82
Notes to Consolidated Financial Statements			F-83

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		Page
NAT HOLDINGS, INC.:
Report of Independent Auditors			F-93
Consolidated Balance Sheets			F-94
Consolidated Statements of Operations			F-95
Consolidated Statements of Stockholders’ Equity			F-96
Consolidated Statements of Cash Flows			F-97
Notes to Consolidated Financial Statements			F-98

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				December 31,												Pro forma at
												June 30,				June 30,
				2003				2004				2005				2005
												(Unaudited)
				(In thousands, except share and per share
				amounts)
ASSETS
Current assets
	Cash and cash equivalents			$	16,790			$	21,753			$	5,428			$	5,428
	Accounts receivable — related party				1,565				2,379				4,822				4,822
	Accounts receivable, net of allowances of $616, $699 and $1,561 (unaudited) at December 31, 2003, 2004 and June 30, 2005, respectively				3,421				6,255				12,933				12,933
	Prepaid expenses and other current assets				1,052				2,778				3,237				3,237
	Deferred tax asset				—				7,675				7,073				7,073
	Restricted cash				133				577				298				298
		Total current assets			22,961				41,417				33,791				33,791
Property and equipment, net					2,586				2,849				4,780				4,780
Software and website developments costs, net					2,938				3,423				5,697				5,697
Intangible assets, net					9,881				15,474				74,993				74,993
Goodwill					5,128				12,781				12,508				12,508
Restricted cash					50				590				590				590
Advance payment for acquisition					2,885				—				—				—
Other assets					214				147				1,638				1,638
		Total assets		$	46,643			$	76,681			$	133,997			$	133,997
LIABILITIES, REDEEMABLE CONVERTIBLE PARTICIPATING PREFERRED STOCK AND STOCKHOLDERS’ (DEFICIT) EQUITY
Current liabilities
	Accounts payable			$	955			$	3,093				4,585				4,585
	Accounts payable — related party				1,070				712				613				613
	Accrued compensation and benefits				2,717				4,299				3,926				3,926
	Accrued other				1,010				6,926				8,702				8,702
	Deferred revenue				1,173				2,416				3,353				3,353
	Deferred taxes				—				42				42				42
	Short-term debt				—				—				4,167				4,167
	Due to acquirees				—				—				3,128				3,128
	Capital leases payable				396				539				493				493
	Total current liabilities				7,321				18,027				29,009				29,009
Capital leases payable — long-term					704				347				174				174
Due to acquirees					—				3,520				5,753				5,753
Long-term debt					—				—				39,431				39,431
Other long-term liabilities					—				2,562				2,562				2,562
Total liabilities					8,025				24,456				76,929				76,929
Commitments and contingencies (Note 14)
Redeemable convertible participating preferred stock
Series A (liquidation preference of $15,937 at December 31, 2003, 2004 and June 30, 2005)					1,677				1,677				1,677				—
Series A-1 (liquidation preference of $5,746 at December 31, 2003, 2004 and June 30, 2005)					2,394				2,394				2,394				—
Series A-2 (liquidation preference of $15,000 at December 31, 2003, 2004 and June 30, 2005)					14,250				14,250				14,250				—
Series B (liquidation preference of $28,836 at December 31, 2003, 2004 and June 30, 2005)					19,986				19,986				19,986				—
Series B-1 (liquidation preference of $5,746 at December 31, 2003, 2004 and June 30, 2005)					532				532				532				—
Series C (liquidation preference of $24,610 at December 31, 2003, 2004 and June 30, 2005)					21,413				21,413				21,413				—
Series C-1 (liquidation preference of $7,916 at December 31, 2003, 2004 and June 30, 2005)					6,739				6,739				6,739				—
Series C-2 (liquidation preference of $498 at December 31, 2003, 2004 and June 30, 2005)					485				485				485				—
Series C-3 (liquidation preference of $5,000 at December 31, 2003, 2004 and June 30, 2005)					4,750				4,750				4,750				—
		Total redeemable convertible participating preferred stock			72,226				72,226				72,226				—
Stockholders’ (deficit) equity
	Common stock, $0.01 par value; 30,000,000 shares authorized; 13,689, 177,925 and 775,417 shares outstanding at December 31, 2003, 2004 and June 30, 2005 (unaudited), respectively				—				2				8				271
	Additional paid-in capital				2,679				8,451				12,778				84,741
	Deferred stock-based compensation				—				(3,520	)			(5,853	)			(5,853	)
	Accumulated other comprehensive income (foreign currency)				—				100				79				79
	Accumulated deficit				(36,287	)			(25,034	)			(22,170	)			(22,170	)
		Total stockholders’ (deficit) equity			(33,608	)			(20,001	)			(15,158	)			57,068
		Total liabilities, redeemable convertible participating preferred stock and stockholders’ (deficit) equity		$	46,643			$	76,681			$	133,997			$	133,997

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															Six Months Ended
			Year Ended December 31,												June 30,
			2002				2003				2004				2004				2005
															(Unaudited)
			(In thousands, except per share amounts)
Revenue
Net revenue(1)			$	11,711			$	38,679			$	70,044			$	32,209			$	51,921
Operating costs and expenses
Cost of revenue(1)(2)				17,556				25,362				29,665				13,494				20,180
Product development(2)				2,101				1,539				2,256				1,028				2,084
Selling, general and administrative(2)				9,008				15,048				30,401				14,762				24,347
	Total operating costs and expenses			28,665				41,949				62,322				29,284				46,611
	(Loss) income from operations			(16,954	)			(3,270	)			7,722				2,925				5,310
Interest income				179				75				54				22				87
Interest expense				—				(22	)			(115	)			(36	)			(373	)
	(Loss) income before provision for income taxes			(16,775	)			(3,217	)			7,661				2,911				5,024
(Provision) benefit for income taxes, net				—				(72	)			3,592				(452	)			(2,160	)
	Net (loss) income		$	(16,775	)		$	(3,289	)		$	11,253			$	2,459			$	2,864
	Basic net (loss) income per share applicable to common stockholders(3)		$	(23,334.99	)		$	(1,000.30	)		$	0.45			$	0.10			$	0.11
	Diluted net (loss) income per share applicable to common stockholders(3)		$	(23,334.99	)		$	(1,000.30	)		$	0.02			$	0.00			$	0.06
	Weighted average shares outstanding			1,009				3,288				40,219				13,689				567,302
	Weighted average shares outstanding assuming dilution			1,009				3,288				1,025,248				381,793				1,146,402
	Pro forma basic net income per share (unaudited)(3)										$	0.43							$	0.11
	Pro forma diluted net income per share (unaudited)(3)										$	0.41							$	0.10
	Pro forma average shares outstanding (unaudited)											26,437,808								26,964,891
	Pro forma average shares outstanding assuming dilution (unaudited)											27,422,837								27,543,991

															Six Months
			Year Ended December 31,												Ended June 30,
			2002				2003				2004				2004				2005
															(Unaudited)
			(In thousands)
(1) Related party revenue			$	8,191			$	13,717			$	19,070			$	9,053			$	13,371
	Related party cost of revenue			199				3,985				3,306				1,780				1,676

(2)	Stock-based compensation recorded for the year ended December 31, 2004 and the six months ended June 30, 2004 and 2005 was classified as follows (in thousands):

							Six Months Ended
			Year Ended				June 30,
			December 31,
			2004				2004				2005
							(Unaudited)
			(In thousands)
Cost of revenue			$	286			$	203			$	99
Product development				84				54				36
Selling, general and administrative				1,263				886				467
	Total stock-based compensation		$	1,633			$	1,143			$	602

(3)	See note (2) of these financial statements for earnings per share calculations

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				Year Ended												Six Months Ended
				December 31,												June 30,
				2002				2003				2004				2004				2005
																(Unaudited)
				(In thousands)
Cash flows from operating activities
Net (loss) income				$	(16,775	)		$	(3,289	)		$	11,253			$	2,459			$	2,864
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities
	Depreciation and amortization				11,194				11,016				10,873				5,104				8,613
	Deferred tax (benefit) provision				—				—				(4,679	)			—				603
	Amortization of deferred compensation				—				—				1,633				1,143				603
	Allowance for doubtful accounts and credits				75				380				44				49				679
	(Loss) gain on sale of property and equipment				(4	)			—				(33	)			4				(29	)
	Amortization of deferred interest				—				—				45				—				74
	Amortization of bank financing costs				—				—				—				—				45
	Changes in operating assets and liabilities, net of effects of acquisitions
		Trade accounts receivable			(1,397	)			615				(2,285	)			(2,711	)			(5,788	)
		Accounts receivable — related party			(591	)			(2,518	)			(814	)			(75	)			(2,443	)
		Prepaid expenses and other current assets			(144	)			(1,294	)			(1,808	)			(4	)			3
		Accounts payable and accrued expenses			478				599				2,763				(389	)			1,725
		Accounts payable — related party			48				1,023				(316	)			(259	)			(99	)
		Deferred revenue and other current liabilities			138				1,034				914				105				1,267
		Other long-term liabilities			—				935				(456	)			—				96
		Other assets			(28	)			(18	)			28				(80	)			(566	)
Net cash (used in) provided by operating activities					(7,006	)			8,483				17,162				5,346				7,647
Cash flows from investing activities
Capital expenditures					(395	)			(542	)			(1,825	)			(790	)			(2,162	)
Funds released from escrow and other restricted cash					520				12				(984	)			133				279
Capitalized software and web site development costs					(3,192	)			(1,928	)			(2,302	)			(819	)			(2,737	)
Proceeds from sale of property and equipment					276				—				5				5				30
Cash acquired in purchase of subsidiary					—				—				59				59				—
Payment for net assets acquired					—				—				(7,377	)			—				(225	)
Payment for purchase of subsidiary, net of cash acquired					—				—				—				—				(62,659	)
Advance payment for acquisition					—				(2,885	)			—				—				—
Net cash used in investing activities					(2,791	)			(5,343	)			(12,424	)			(1,412	)			(67,474	)
Cash flows from financing activities
Principal payments on capital lease obligations					—				(146	)			(496	)			(227	)			(219	)
Proceeds from the exercise of employee stock options					6				51				621				—				1,398
Net proceeds from bank indebtedness					—				—				—				—				47,329
Repayments of bank indebtedness					—				—				—				—				(5,000	)
Net proceeds from issuance of convertible
	Series C-1 preferred stock				6,739				—				—				—				—
Net proceeds from issuance of convertible
	Series C-2 preferred stock				485				—				—				—				—
Net cash provided by (used in) financing activities					7,230				(95	)			125				(227	)			43,508
Net (decrease) increase in cash and cash equivalents					(2,567	)			3,045				4,863				3,707				(16,319	)
Effect of exchange rate changes on cash and cash equivalents					—				—				100				(2	)			(6	)
Beginning of period					16,312				13,745				16,790				16,790				21,753
End of period				$	13,745			$	16,790			$	21,753			$	20,497			$	5,428
Supplemental disclosure
Non cash investing and financing activities:
		Assets acquired under capital leases		$	—			$	1,247			$	280			$	280			$	—
		Preferred stock issued in conjunction with acquisition of subsidiary			—				19,000				—				—				—
Cash paid for:
		Income taxes			2				11				1,071				486				1,028
		Interest			—				22				115				36				75

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																		Accumulated
		Common Stock								Additional				Deferred				Other								Total				Comprehensive
										Paid-In				Stock-Based				Comprehensive				Accumulated				Stockholders’				(Loss)
		Shares				Amount				Capital				Compensation				Income				Deficit				Deficit				Income
		(In thousands, except share and per share amounts)
Balance as of December 31, 2001			—			$	—			$	2,622			$	—			$	—			$	(16,223	)		$	(13,601	)
Exercise of stock options			1,009				—				6				—				—				—				6				—
Net loss			—				—				—				—				—				(16,775	)			(16,775	)		$	(16,775	)
Comprehensive loss																														$	(16,775	)
Balance as of December 31, 2002			1,009				—				2,628				—				—				(32,998	)			(30,370	)
Exercise of stock options			12,680				—				51				—				—				—				51				—
Net loss			—				—				—				—				—				(3,289	)			(3,289	)		$	(3,289	)
Comprehensive loss																														$	(3,289	)
Balance as of December 31, 2003			13,689				—				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			177,925				2				8,451				(3,520	)			100				(25,034	)			(20,001	)
Exercise of stock options (unaudited)			492,992				5				1,393				—				—				—				1,398				—
Issuance of restricted stock (unaudited)			104,500				1				(1	)			—				—				—				—				—
Foreign currency translation adjustment (unaudited)			—				—				—				—				(21	)			—				(21	)			(21	)
Deferred stock-based compensation (unaudited)			—				—				1,381				(1,381	)			—				—				—				—
Restricted stock grants (unaudited)			—				—				1,554				(1,554	)			—				—				—				—
Stock-based compensation expense (unaudited)			—				—				—				564				—				—				564				—
Restricted stock amortization (unaudited)			—				—				—				38				—				—				38				—
Net income (unaudited)			—				—				—				—				—				2,864				2,864			$	2,864
Comprehensive income (unaudited)																														$	2,843
Balance as of June 30, 2005 (unaudited)			775,417			$	8			$	12,778			$	(5,853	)		$	79			$	(22,170	)		$	(15,158	)

F-7

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1.	Business Description

2.	Summary of Significant Accounting Policies

	Basis of Presentation

	Unaudited Interim Financial Statements

	Unaudited Pro Forma Information

F-8

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	Reclassifications

	Use of Estimates

	Revenue Recognition

F-9

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	Cash and Cash Equivalents

	Translation of Non-U.S. Currencies

	Allowance for Doubtful Accounts

	Property, Equipment and Depreciation

	Software and Website Development Costs and Amortization

F-10

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	Goodwill, Other Intangibles and Long-lived Assets

	Income Taxes

F-11

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	Advertising Expenses

	Concentration of Credit Risk

	Net (Loss) Income per Share

F-12

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			Year Ended December 31,												Six Months Ended June 30,
			2002				2003				2004				2004				2005
															(Unaudited)
			(In thousands, except share and per share amounts)
Numerator:
	Net (loss) income		$	(16,775	)		$	(3,289	)		$	11,253			$	2,459			$	2,864
	Preferred dividends(a)			(6,770	)			—				—				—				—
	Amount allocated to participating preferred stockholders under two-class method			—				—				(11,235	)			(2,458	)			(2,800	)
	Net (loss) income applicable to common stockholders		$	(23,545	)		$	(3,289	)		$	18			$	1	(b)		$	64
Denominator:
	Weighted average common stock outstanding (basic)			1,009				3,288				40,219				13,689				567,302
	Common equivalent shares from options to purchase common stock			—				—				985,029				368,104				579,100
	Weighted average common stock outstanding (diluted)			1,009				3,288				1,025,248				381,793				1,146,402
	Basic net (loss) income per share applicable to common stockholders		$	(23,334.99	)		$	(1,000.30	)		$	0.45			$	0.10			$	0.11
	Diluted net (loss) income per share applicable to common stockholders(1)		$	(23,334.99	)		$	(1,000.30	)		$	0.02			$	0.00			$	0.06

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		Year Ended December 31,												Six Months Ended June 30,
		2002				2003				2004				2004				2005
														(Unaudited)
Stock options			1,498,961				1,581,893				5,624				85,620				990,625
Preferred stock			24,765,127				24,765,127				24,765,127				24,765,127				24,765,127
Total			26,264,088				26,347,020				24,770,751				24,850,747				25,755,752

	Unaudited Pro Forma Net Income per Share

			Year Ended				Six Months Ended
			December 31, 2004				June 30, 2005
			(Unaudited)
			(In thousands, except per share amounts)
Numerator:
	Net income		$	11,253			$	2,864
Denominator:
	Weighted average common stock outstanding			40,219				567,302
	Add: conversion of redeemable convertible participating preferred stock			26,397,589				26,397,589
	Total weighted average shares outstanding used in basic pro forma net income per share			26,437,808				26,964,891
	Dilutive effect of stock options			985,029				579,100
	Total weighted average shares outstanding used in diluted pro forma net income per share			27,422,837				27,543,991
	Pro forma basic net income per share		$	0.43			$	0.11
	Pro forma diluted net income per share		$	0.41			$	0.10

	Stock Based Compensation

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	•	business risks we faced and key company milestones;
	•	comparable company and industry analysis; and
	•	anticipated initial public offering price per share and the timing of the initial public offering.

						Number of				Exercise Price				Intrinsic Value				Fair Value of
		Grant Date				Options/Shares				Per Share				Per Share				Grant/Share
Options:			July 2004				25,000			$	2.80			$	3.06			$	5.86
			August 2004				699,650				2.80				3.93				6.73
			January 2005				51,500				9.00				n/a				8.60
			March 2005				37,600				9.00				n/a				8.60
			April 2005				65,000				9.00				n/a				8.60
			May 2005				960,850				12.92				1.38				14.30
			June 2005				30,000				12.92				1.38				14.30
			Total options				1,869,600
Restricted shares:			May 2005				101,000				n/a				n/a				14.30
			June 2005				3,500				n/a				n/a				14.30
			Total restricted shares				104,500

														Six Months
		Year Ended												Ended
		December 31,												June 30,
		2002				2003				2004				2004				2005
														(Unaudited)
Expected life (in years)			5				5				5				5				5
Risk-free interest rate			4.96	%			3.17	%			3.62	%			3.68	%			3.73	%
Expected volatility			0	%			0	%			0	%			0	%			0	%
Expected dividend yield			0	%			0	%			0	%			0	%			0	%

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															Six Months Ended
			Year Ended December 31,												June 30,
			2002				2003				2004				2004				2005
															(Unaudited)
			(In thousands, except per share amounts)
Net (loss) income			$	(16,775	)		$	(3,289	)		$	11,253			$	2,459			$	2,864
Add: Stock-based compensation expense included in reported net (loss) income, net of taxes				—				—				931				651				344
Deduct: Preferred dividends(a)				(6,770	)			—				—				—				—
Deduct: Stock-based compensation expense under the fair value method, net of taxes				(327	)			(341	)			(1,295	)			(867	)			(553	)
Deduct: Amounts allocated to participating preferred stockholders under two-class method(a)				—				—				(10,871	)			(2,242	)			(2,596	)
Pro forma net (loss) income applicable to common stockholders			$	(23,872	)		$	(3,630	)		$	18			$	1			$	59
Basic net (loss) income per share applicable to common stockholders
	As reported		$	(23,334.99	)		$	(1,000.30	)		$	0.45			$	0.10			$	0.11
	Pro forma		$	(23,659.07	)		$	(1,104.01	)		$	0.44			$	0.09			$	0.10
Diluted net (loss) income per share applicable to common stockholders
	As reported		$	(23,334.99	)		$	(1,000.30	)		$	0.02			$	0.00			$	0.06
	Pro forma		$	(23,659.07	)		$	(1,104.01	)		$	0.04			$	0.00			$	0.06

	New Accounting Standard

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3.	Business Combinations

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

Current assets		$	95
Property and equipment			259
Other long-term assets			581
Intangible assets			38,885
Total assets acquired			39,820
Total liabilities assumed			(88	)
Net assets acquired		$	39,732

	North American Advanced Technology, Inc.

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Current assets		$	490
Property and equipment			69
Intangible assets			8,254
Total assets acquired			8,813
Total liabilities assumed			(113	)
Net assets acquired		$	8,700

	Chrome Systems Corporation

Current assets		$	2,497
Property and equipment			900
Intangible assets			17,888
Total assets acquired			21,185
Total liabilities assumed			(859	)
Net assets acquired		$	20,426

	GO BIG! Software, Inc.

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Current assets		$	43
Intangible assets			1,183
Total assets acquired			1,226
Total liabilities assumed			(55	)
Net assets acquired		$	1,171

	Lease Marketing, Ltd.

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Current assets		$	177
Property and equipment			183
Intangible assets			10,140
Goodwill			7,816
Total assets acquired			18,316
Total liabilities assumed			(5,420	)
Net assets acquired		$	12,896

	dealerAccess Inc.

Current assets		$	698
Property and equipment			522
Intangible assets			1,977
Goodwill			746
Total assets acquired			3,943
Total liabilities assumed			(837	)
Net assets acquired		$	3,106

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	Credit Online, Inc.

Current assets		$	2,514
Property and equipment			613
Intangible assets			13,000
Goodwill			3,946
Total assets acquired			20,073
Total liabilities assumed			(324	)
Net assets acquired		$	19,749

	Unaudited Pro Forma Summary of Operations

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		Year Ended December 31,
		2003				2004
		(unaudited)
		(In thousands, except per
		share data)
Net revenue		$	50,370			$	74,097
Net (loss) income applicable to common stockholders		$	(32,153	)		$	970
Basic net (loss) income per share applicable to common stockholders		$	(9,778.79	)		$	0.39

		Six Months Ended
		June 30, 2005
Net revenue		$	60,291
Net (loss) applicable to common stockholders		$	(5,982	)
Basic net (loss) per share applicable to common stockholders		$	(10.54	)

4.	Related Party Transactions

	Service Agreement with Related Parties — Financing Sources

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	Service Agreements with Related Parties — Credit Bureaus

	Operating Agreements with Related Parties

	License Agreements with Related Parties

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5.	Property and Equipment

		Estimated				December 31,
		Useful Life												June 30,
		(Years)				2003				2004				2005
														(Unaudited)
Computer equipment			3			$	6,046			$	7,633			$	8,415
Office equipment			5				540				739				1,595
Furniture and fixtures			5				355				442				1,294
Leasehold improvements			5-7				73				123				457
							7,014				8,937				11,761
Less: Accumulated depreciation and amortization							(4,428	)			(6,088	)			(6,981	)
						$	2,586			$	2,849			$	4,780

6.	Intangible Assets

		December 31, 2003								December 31, 2004
																		Amortization
		Gross Book				Accumulated				Gross Book				Accumulated				Period
		Value				Amortization				Value				Amortization				(Years)
Customer contracts		$	9,400			$	(2,555	)		$	18,472			$	(7,845	)			2-3
Patents/technology			1,700				(266	)			3,420				(964	)			2-5
Non-compete agreement			1,000				(157	)			2,325				(513	)			5
Licenses			2,016				(2,016	)			—				—				2
Other			900				(141	)			900				(321	)			5
Total		$	15,016			$	(5,135	)		$	25,117			$	(9,643	)

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		June 30, 2005
										Amortization
		Gross Book				Accumulated				Period
		Value				Amortization				(Years)
		(Unaudited)
Customer contracts		$	18,472			$	10,947				2-3
Patents/technology			3,420				1,564				2-5
Non-compete agreement			2,324				761				5
2005 acquisition intangibles(a)			66,218				2,659				3
Other			900				411				5
Total		$	91,335			$	16,342

(a)

We are completing a fair value assessment (which is expected to be completed by December 31, 2005) of the 2005 acquired intangible assets, including asset classification and useful life. For purposes of the second quarter 2005 results, the acquired identifiable intangibles where 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 at January 1, 2003		$	—
Acquisition of Credit Online (see Note 3)			5,128
Balance at December 31, 2003		$	5,128

Balance at 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 12)			(1,182	)
Balance at December 31, 2004		$	12,781

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8.	Other Accrued Liabilities

		December 31,				December 31,				June 30,
		2003				2004				2005
										(Unaudited)
Professional fees		$	406			$	603			$	896
Insurance			43				75				244
Equipment			—				825				—
Relocation and recruitment			48				212				—
Taxes			60				77				895
Customer deposits			—				2,989				2,945
Revenue share			225				209				560
Servicing costs			—				1,364				606
Deferred acquisition costs			—				—				617
Due to acquiree			—				—				441
Interest			—				—				251
Rent abandonment			—				—				315
Payroll			—				—				220
Other			228				572				712
Total other accrued liabilities		$	1,010			$	6,926			$	8,702

9.	Redeemable Convertible Participating Preferred Stock

	Reverse Stock Split

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	Series A Preferred Stock and Series B Preferred Stock

	Series A-1 Preferred Stock and Series B-1 Preferred Stock

	Series C Preferred Stock

	Series C-1 Preferred Stock

	Series C-2 Preferred Stock

	Series A-2 Preferred Stock and Series C-3 Preferred Stock

	Dividends

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	Liquidation Preference

	Alternative Liquidation Preference

	Voting

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	Anti-Dilution Adjustments

	Conversion

	Put Provision

10.	Common Stock

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11.	401(k) Plan

12.	Income Taxes

		Year Ended December 31,
		2002				2003				2004
United States		$	—			$	(3,217	)		$	7,856
Foreign			—				—				(195	)
		$	—			$	(3,217	)		$	7,661

			Year Ended December 31,
			2002				2003				2004
Current tax provision:
	Federal		$	—			$	—			$	301
	State and local			—				72				787
	Foreign			—				—				(1	)
Total current tax provision				—				72				1,087
Deferred tax benefit:
	Federal			—				—				(3,691	)
	State and local			—				—				(988	)
Total deferred tax benefit				—				—				(4,679	)
Provision (benefit) for income taxes, net			$	—			$	72			$	(3,592	)

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		December 31,
		2003				2004
Deferred tax assets:
Net operating loss carryforwards		$	15,345				10,626
Depreciation and amortization			112				168
Deferred compensation			—				702
Tax credits			—				381
Other			320				652
			15,777				12,529
Deferred tax liabilities:
Capitalized software and web site development			(999	)			(1,231	)
Acquired intangibles			(3,118	)			(2,174	)
			11,660				9,124
Deferred tax asset valuation allowance			(11,660	)			(3,263	)
		$	—			$	5,861

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		Year Ended December 31,
		2002				2003				2004
Pre-tax book income			34.0	%			34.0	%			34.0	%
State taxes							2.2	%			(2.5	)%
Valuation allowance and other			(34.0	)%			(38.4	)%			(78.4	)%
Total			0.0	%			(2.2	)%			(46.9	)%

13.	Stock Option and Deferred Compensation Plans

	2001 Stock Option Plan

	Stock Reissuance Program

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						Weighted-
		Number of				Average
		Shares				Exercise Price
Balance as of December 31, 2001			488,115			$	7.6345
Options Granted			1,050,056			$	3.0059
Options Exercised			(1,009	)		$	6.0000
Options Cancelled			(38,201	)		$	3.6356
Balance as of December 31, 2002			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 (unaudited)			1,144,950			$	12.3924
Options Exercised (unaudited)			(492,991	)		$	2.8342
Options Cancelled (unaudited)			(51,987	)		$	3.9099
Balance as of June 30, 2005 (unaudited)			3,538,742			$	5.9548

		Options Outstanding												Options Exercisable
						Weighted-
						Average				Weighted-								Weighted-
		Number				Remaining				Average				Number				Average
Range of Exercise Price		Outstanding				Contractual Life				Exercise Price				Exercisable				Exercise Price
$2.80			2,404,167				8.5283			$	2.80				714,366			$	2.80
$3.12			509,072				6.0360			$	3.12				386,220			$	3.12
$6.00			19,907				1.4356			$	6.00				19,734			$	6.00
$8.00			5,624				3.1392			$	8.00				5,264			$	8.00
			2,938,770												1,125,584

	2005 Incentive Award Plan

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	Employee Stock Purchase Plan

	Employees’ Deferred Compensation Plan

14.	Commitments and Contingencies

	Operating Leases

Years Ending December 31,
2005		$	1,059
2006			1,187
2007			987
2008			1,029
2009			1,073
Thereafter			6,766
		$	12,101

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	Capital Leases

		As of December 31,
		2003				2004
Computer equipment		$	1,247			$	1,526
Less: Accumulated depreciation			(117	)			(588	)
		$	1,130			$	938

Years Ending December 31,
2005			$	665
2006				515
Thereafter				—
	Total minimum lease payments		$	1,180
Less: Amount representing estimated executory costs (such as taxes, maintenance, and insurance), including profit thereon, included in total minimum lease payments				(246	)
Net minimum lease payments				934
Less: Amount representing interest				(48	)
Present value of net minimum lease payments			$	886

	Commitments

	Legal Proceedings

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15.	Segment Information

														Six Months Ended
		Year Ended December 31,												June 30,
		2002				2003				2004				2004				2005
														(Unaudited)
Transaction services revenue		$	11,196			$	32,655			$	56,399			$	27,387			$	38,616
Subscription services revenue			407				4,107				12,363				4,518				11,683
Other			108				1,917				1,282				304				1,622
Total net revenue		$	11,711			$	38,679			$	70,044			$	32,209			$	51,921

16.	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;

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	•	sell assets, including our capital stock;
	•	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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		Balance at				Additions
		Beginning of				Charged to								Balance at
Description		Period				Expenses				Deductions				End of Period
		(In thousands)
As of December 31, 2002:
Allowance for doubtful accounts		$	—				87				—			$	87
Allowance for sales credits		$	—				—				—			$	—
Deferred tax valuation allowance		$	5,205				6,414				—			$	11,619
As of December 31, 2003:
Allowance for doubtful accounts		$	87				555				(95	)		$	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				299				(206	)		$	640
Allowance for sales credits		$	69				139				(149	)		$	59
Deferred tax valuation allowance		$	11,660				—				(8,397	)(1)		$	3,263

(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 footnote 12 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 Ended
			March 31,								Year Ended December 31,
			2005				2004				2004				2003
			(Unaudited)
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 at 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 at 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 at 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 at 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

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	Inventory

	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

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7.	401(k) Plan

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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(a)	Nature of Operations

(b)	Concentration of Credit Risk

(c)	Cash and Cash Equivalents

(d)	Accounts Receivable

(e)	Fair Value of Financial Instruments

(f)	Property and Equipment

(g)	Revenue Recognition

(h)	Software Development Costs

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(i)	Advertising Expenses

(j)	Stock-Based Compensation

			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

Risk-free interest rate			3.94	%
Expected dividend yield			—	%
Expected option life (years)			7.0
Volatility			—	%
Fair value of options (all granted at prices equal to or exceeding market)		$	0.072

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(k)	Use of Estimates

(l)	Interim Financial Information

(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

(3)	Obligations Under Capital Leases

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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

			Shares Under				Weighted 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

										Weighted Average
		Number of Options								Contractual Life
										Remaining
Exercise Prices		Outstanding				Exercisable				(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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		$
ASSETS
Current assets
Cash			19,977
Trade accounts receivable			284,560
Other receivables			158,807
Income taxes recoverable			5,136
Due from related parties (note 10)			113,444
Prepaid expenses			8,632
			590,556
Property, plant and equipment — net (note 4)			170,486
Website development costs — net (note 5)			398,017
			1,159,059
LIABILITIES
Current liabilities
Bank indebtedness (note 6)			132,606
Bank indebtedness due to related party (notes 6 and 10)			1,894,370
Trade accounts payable			188,713
Accrued payroll costs			194,909
Accrued professional fees			136,029
Other accrued liabilities			221,943
Due to related parties (note 10)			88,807
			2,857,377
Deferred income taxes (note 11)			42,000
			2,899,377
Shareholder’s Deficiency
Capital stock
Issued and outstanding — 5,182 voting, common shares, par value of $0.01 per share (note 7)			52
Additional paid-in capital (note 8)			9,392,780
Cumulative other comprehensive loss			(166,645	)
Deficit			(10,966,505	)
			(1,740,318	)
			1,159,059
Commitments and contingencies (note 12)
Going concern (note 2)

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										Cumulative
						Additional				Other
		Capital				Paid in				Comprehensive
		Stock				Capital				Loss				Deficit				Total
		$				$				$				$				$
Balance — Beginning of year			52				7,893,668				(53,814	)			(6,753,313	)			1,086,593
Loss for the year															(4,213,192	)			(4,213,192	)
Foreign currency translation											(112,831	)							(112,831	)
Comprehensive net loss																			(4,326,023	)
Additional paid-in capital (note 8)							1,499,112												1,499,112
Balance — End of year			52				9,392,780				(166,645	)			(10,966,505	)			(1,740,318	)
Going concern (note 2)

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		$
Revenues
Fees from third parties			668,349
Fees from related parties (note 10)			1,791,515
Interest			12,767
			2,472,631
Expenses
Amortization			564,951
Portal operations			1,109,936
Salaries and benefits			2,331,010
Management fees (note 10)			239,949
Travel and automobile (note 10)			359,373
Advertising and promotions			95,003
Professional fees			152,095
Office and administrative (note 10)			249,623
Interest and bank charges (note 10)			101,281
Writedown of website development costs (note 5)			1,551,032
Foreign exchange gain			(140,257	)
Other			23,003
			6,636,999
Loss before income taxes			(4,164,368	)
Provision for income taxes (note 11)
Current			6,824
Deferred			42,000
			48,824
Loss for the year			(4,213,192	)
Going concern (note 2)

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			$
Cash provided by (used in)
Operating activities
Loss for the year				(4,213,192	)
	Add (deduct): Items not affecting cash
	Amortization			564,951
	Writedown of website development costs			1,551,032
	Loss on disposal of property, plant and equipment			13,276
	Unrealized foreign exchange gain			(139,511	)
	Deferred income taxes			42,000
Changes in non-cash working capital balances
	Trade accounts receivable			(279,826	)
	Other receivables			(32,400	)
	Income taxes recoverable			(8,413	)
	Due from related parties			349,028
	Prepaid expenses			3,674
	Trade accounts payable			(177,456	)
	Accrued payroll costs			(61,080	)
	Accrued professional fees			58,634
	Other accrued liabilities			88,216
	Due to related parties			(149,095	)
				(2,390,162	)
Investing activities
Purchase of property, plant and equipment				(119,114	)
Increase in website development costs				(52,598	)
				(171,712	)
Financing activities
Bank indebtedness repayments				(324,793	)
Additional paid-in capital				1,499,112
				1,174,319
Effect of exchange rate changes on cash				154,505
Net decrease in cash during the year				(1,233,050	)
Cash — Beginning of year				1,253,027
Cash — End of year				19,977
Supplementary information
Income taxes paid				11,915
Interest paid				97,821
Going concern (note 2)

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1	Nature of operations

2	Going concern

3	Summary of significant accounting policies

	Basis of consolidation

	Foreign currency translation

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	Use of estimates

	Financial instruments

	Cash

	Revenue recognition

	Trade accounts receivable

	Property, plant and equipment

Furniture and fixtures			10 years
Computer hardware and equipment			4 to 5 years
Computer software			2 to 3 years

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	Website development costs

	Impairment of long-lived assets

	Advertising and promotions

	Comprehensive income (loss)

	Income taxes

	Stock-based compensation plan

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4	Property, plant and equipment

						Accumulated
		Cost				Amortization				Net
		$				$				$
Furniture and fixtures			4,496				262				4,234
Computer hardware and equipment			229,713				87,315				142,398
Computer software			46,723				22,869				23,854
			280,932				110,446				170,486

5	Capitalized website development costs

						Accumulated
		Cost				Amortization				Net
		$				$				$
Web-based portal			1,998,558				1,600,541				398,017

6	Bank indebtedness

7	Capital stock

	a)     Authorized

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	b) Issued and outstanding

		Number of Shares				$
Common shares (note 14(c))
Balance — Beginning of year			5,182				52
Shares issued during the year			—				—
Shares redeemed during the year			—				—
Balance — End of year			5,182				52

8	Additional paid-in capital

9	Stock-based compensation plan

							Number of				Weighted Average
			Number of				Options				Exercise Price
			Options				Exercisable				CA$
Granted to employees
	Balance at October 31, 2002			75,998				6,929				9.26
	Cancelled during the year			(55,000	)			—				3.25
	Expired during the year			(6,929	)			(6,929	)			25.00
	Forfeited during the year			(14,069	)			—				25.00
	Balance at October 31, 2003			—				—				—

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		$
Loss for the year, as reported			(4,213,192	)
Add: Stock-based employee compensation expense included in reported loss for the year			35,425
Deduct: Stock-based employee compensation expense determined under fair value based method for all awards			(25,844	)
Pro forma loss for the year			(4,203,611	)

10	Related party transactions

		$
financiaLinx Corporation			25,487
Bank of Montreal			87,957
			113,444

		$
financiaLinx Corporation			43,403
Bank of Montreal			45,404
			88,807

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11	Income taxes

			$
Long-term deferred income tax assets
	Operating loss carry-forwards			2,018,000
	Research and development costs pool carry-forwards			532,000
	Investment tax credit carry-forwards — net of related income tax liability			294,000
	Excess of income tax basis over book value of property, plant and equipment and software development costs			649,000
				3,493,000
Long-term deferred income tax liabilities
	Gains not currently taxable			(58,000	)
Net long-term deferred income tax assets				3,435,000
Less: Valuation allowance				3,477,000
Deferred income taxes				(42,000	)

		$
Loss before income taxes			(4,164,368	)
Statutory income tax rate			38.58	%
Income tax recovery based on statutory income tax rate			(1,606,613	)
Large corporations tax			5,122
Investments tax credits			(9,890	)
Tax effect of non-deductible and other items			10,211
Tax effect of jurisdictional rate differences			358,789
Change in valuation allowance			1,291,205
			48,824
Current			6,824
Deferred			42,000
Provision for income taxes			48,824

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			$				Expiry
Year of origin
	December 6, 2001			2,558,000				2006
	April 30, 2002			26,000				2007
	October 31, 2002			1,662,000				2008
	October 31, 2003			2,356,000				2009
				6,602,000

			$				Expiry
Year of origin
	December 6, 2001			251,000				2009
	April 30, 2002			117,000				2010
	October 31, 2002			—				2011
	October 31, 2003			10,000				2012
				378,000

12	Commitments and contingencies

	a)     Automobile leases

		$
2004			22,701
2005			17,181
2006			3,312
Thereafter			—
			43,194

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	b)     Legal dispute

	c)     Retail sales tax

13	Segment information

14	Subsequent events

	a)     Increase in bank indebtedness

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	b)     Capital stock purchase

		$
Net tangible assets acquired			383,411
Intangible assets acquired			1,976,942
Goodwill			745,935
			3,106,288

	i) As of December 31, 2003, the demand revolving credit facility (CA$3,000,000) and the demand reducing credit facility (CA$100,000) were repaid in full by the company and these facilities were terminated. The funds required to repay the demand revolving credit facility were advanced by DealerTrack Holdings, Inc. as part of the purchase price and treated as additional paid-in capital. The funds required to repay the demand reducing credit facility were also advanced by DealerTrack Holdings, Inc. and treated as a related party liability with no specific repayment terms.
	ii) The purchaser, DealerTrack Holdings, Inc., will be entitled to a purchase price adjustment, not to exceed $1,212,397, should certain portal transaction volume requirements over a three-year period not be met by Bank of Montreal, the selling shareholder, and financiaLinx Corporation, an affiliate of both the company and Bank of Montreal. The purchase price adjustment, if any, will be recorded in the consolidated balance sheet as a reduction to goodwill in the year in which the amount is determined.
	iii) The seller, Bank of Montreal, indemnified the acquirer, DealerTrack Holdings, Inc., for those contingencies identified in notes 12(b) and (c).

	c)     Reverse stock split

	d)     Additional funding

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	e)     Office space lease

		$
2004			32,488
2005			65,293
2006			65,356
2007			65,356
2008			32,678
Thereafter			—
			261,171

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			2004				2003
ASSETS
Cash and cash equivalents			$	8,830			$	61,502
Accounts receivable, net				267,302				956,568
Other current assets				173,208				278,715
	Total Current Assets			449,340				1,296,785
Property and equipment, net				909,478				1,125,480
Goodwill				3,925,461				3,925,461
Capitalized equipment costs, net				2,745,913				3,895,528
Software development costs, net				1,346,880				1,531,344
Other non-current assets, net				3,782,362				4,216,896
	Total Assets		$	13,159,434			$	15,991,494
LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)
Accounts payable			$	1,553,069			$	2,256,825
Accrued liabilities				4,619,209				2,519,644
Short term debt				1,650,000				1,800,000
Finance contracts payable — current portion				23,347,266				26,746,241
	Total Current Liabilities			31,169,544				33,322,710
Due to stockholders				2,095,000				1,425,000
Customer security deposits				4,041,151				3,320,856
Finance contracts payable less current portion				16,997,594				19,800,761
	Total Liabilities			54,303,289				57,869,327
Common stock — 1,000 shares of common stock issued and outstanding at no par value at July 31, 2004 and December 31, 2003				101,000				101,000
Accumulated deficit				(41,244,855	)			(41,978,833	)
	Total stockholders equity (deficit)			(41,143,855	)			(41,877,833	)
	Total Liabilities and Stockholders Equity (deficit)		$	13,159,434			$	15,991,494

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			2004				2003
Net Sales			$	18,509,234			$	40,219,513
Cost of sales				(2,633,990	)			(5,626,005	)
Gross profit				15,875,244				34,593,508
Operating expenses
Selling and administrative expenses				(11,618,702	)			(28,423,968	)
Related party service fees				(412,500	)			(1,296,039	)
Other expenses				(161,852	)			(64,530	)
	Total operating expenses			(12,193,054	)			(29,784,537	)
Interest expense, net				(2,948,212	)			(5,567,350	)
	Net income (loss)		$	733,978			$	(758,379	)

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						Retained
		Common				Earnings
		Stock				(Deficit)				Total
Balance, December 31, 2002, as previously reported		$	101,000			$	596,295			$	697,295
Restatement							(41,816,749	)			(41,816,749	)
Balance, December 31, 2002 as restated							(41,220,454	)			(41,119,454	)
Net loss			—				(758,379	)			(758,379	)
Balance, December 31, 2003			101,000				(41,978,833	)			(41,877,833	)
Net income			—				733,978				733,978
Balance, July 31, 2004		$	101,000			$	(41,244,855	)		$	(41,143,855	)

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					2004				2003
Cash flows from operating activities
Net income (loss)					$	733,978			$	(758,379	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities
	Depreciation and amortization					556,582				1,086,687
	Imputed interest on finance contracts payable					2,774,392				5,505,694
	Provisions for receivables					(21,313	)			1,350,000
	Changes in operating assets and liabilities
		Decrease in accounts receivable				710,579				181,038
		Decrease (increase) in other current assets and other assets				632,307				299,223
		Decrease in capitalized equipment costs				1,149,615				1,333,013
		Increase (decrease) in accrued liabilities, and customer deposits				2,793,260				(2,268,793	)
		(Decrease) increase in accounts payable				(703,756	)			1,754,149
			Total adjustments			7,891,666				9,241,011
			Net cash provided by operating activities			8,625,644				8,482,632
Cash flows from investing activities
Payments for capitalized software development costs						(227,000	)			(1,172,000	)
Purchase of property and equipment						(21,382	)			(960	)
			Net cash used by investing activities			(248,382	)			(1,172,960	)
Cash flows from financing activities
Net (payments) borrowings under line of credit						(1,800,000	)			1,800,000
Advance from Dealertrack						1,650,000				—
Payments on capital leases						—				(77,095	)
(Decrease) in net borrowings from finance contracts payable						(8,949,934	)			(11,846,997	)
Change in amounts due to/from stockholders						670,000				1,525,000
			Net cash (used) by financing activities			(8,429,934	)			(8,599,092	)
			Net (decrease) in cash and cash equivalents			(52,672	)			(1,289,420	)
Cash and cash equivalents
Beginning of period						61,502				1,350,922
End of period					$	8,830			$	61,502
Supplemental disclosures of cash flow information
Cash paid for interest and income taxes for the period and year ended July 31 and December 31 respectively were
	Interest				$	173,820			$	63,659
	State income tax					4,670				30,009

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1.	The Company and Basis of Presentation

2.	Summary of Significant Accounting Policies

	Principles of Consolidation

	Cash and Cash Equivalents

	Allowance for uncollectible receivables

	Property and Equipment

Leasehold improvements		Shorter of useful life or lease term
Computer equipment		3 years
Furniture and fixtures		7 – 10 years
Computer software		3 – 4 years

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	Goodwill and Other Intangible Assets

	Capitalized Equipment Costs

	Software Development Costs

	Revenue Recognition

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	Cost of sales

	Income Taxes

	Fair Value of Financial Instruments

	Use of Estimates

	Advertising

	Other Comprehensive Income

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3.	Restatement

	Transfer of payment streams

	Purchase price allocation

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Retained earnings, December 31, 2002 (as previously reported)				$	596,295
Prior period adjustments
	Transfer of payment streams
		Deferred revenue			2,498,406
		Capitalized equipment costs			5,228,541
		Capitalized competitor buyout costs			906,162
		Capitalized installation costs			3,059,463
		Finance contracts payable			(52,944,305	)
	Purchase price allocation
		Amortization of software development costs			(641,210	)
		Amortization of goodwill			76,194
Accumulated deficit, December 31, 2002 (as restated)				$	(41,220,454	)

4.	Concentrations of Credit Risk

5.	Accounts receivable

		2004				2003
Trade receivables		$	259,737			$	365,138
Contracts in transit			7,565				394,428
Miscellaneous receivable			—				72,204
Due from affiliate			—				124,798
		$	267,302			$	956,568

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6.	Property and Equipment and Software Development Costs

		Estimated
		Useful Life
		(years)				2004				2003
Leasehold improvements			Shorter of useful life/lease term			$	537,130			$	537,130
Office equipment and furniture			7-10				1,113,195				1,114,273
Computer hardware and software			3-4				2,202,757				2,180,297
							3,853,082				3,831,700
Accumulated depreciation							(2,943,604	)			(2,706,220	)
Property and equipment, net						$	909,478			$	1,125,480
Software development costs			3-4			$	3,540,957			$	3,402,423
Accumulated amortization							(2,194,077	)			(1,871,079	)
Software development costs, net						$	1,346,880			$	1,531,344

7.	Capitalized equipment costs

8.	Other non-current assets

		Estimated
		Useful Life
		(Years)				2004				2003
Security deposits			—			$	29,887			$	64,167
Capitalized installation costs			life of customer contract				2,440,073				2,757,968
Capitalized buyout costs			life of customer contract				1,288,687				1,356,424
							3,758,647				4,178,559
Noncompete covenant			5				125,000				125,000
Accumulated amortization							(101,285	)			(86,663	)
Other non-current assets, net						$	3,782,362			$	4,216,896

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9.	Accrued liabilities

		2004				2003
Accrued 401(k) withholdings and contribution		$	63,527			$	52,400
Accrued payroll and payroll taxes			250,069				369,762
Accrued buyout costs			1,679,124				341,141
Accrued health insurance costs			660,198				150,072
Customer overpayments			440,751				457,784
Accrued vacation			171,047				90,000
Accrued commissions			260,000				315,000
Customer prepayments			135,202				157,903
Acccrued other			959,291				585,582
		$	4,619,209			$	2,519,644

10.	Finance contracts payable

		2004				2003
Total finance contracts payable		$	40,344,860			$	46,547,002
Less: current portion			(23,347,266	)			(26,746,241	)
Finance contracts payable — non-current		$	16,997,594			$	19,800,761

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						Previously
						Transferred to
		Total Payment				Financial				Payments to Be
Period Ended July 31		Streams				Institutions				Received
2005		$	29,792,561			$	26,236,569			$	3,555,992
2006			13,746,741				11,698,592				2,048,149
2007			4,681,422				4,352,779				328,643
2008			599,671				593,091				6,580
2009			54,565				54,565				—
Thereafter			—				—				—
		$	48,874,960			$	42,935,596			$	5,939,364

11.	Short-term debt

12.	Retirement Plan

13.	Related party transactions

		2004				2003
Accounts receivable		$	—			$	124,798
Prepaid rent		$	—			$	—
Training expense		$	—			$	280,742

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14.	Contingencies and Commitments

	Contingencies

	Lease agreements

	As lessee

Period ended July 31
2005		$	427,070
2006			312,877
2007			303,802
2008			305,879
2009			273,629
Thereafter			1,181,431
		$	2,804,688

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Period ended July 31
2005		$	17,098
2006			19,307
2007			14,329
2008			4,997
2009			—
Thereafter			—
		$	55,731

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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
										Paid-In				Accumulated
		Shares				Amount				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				March 31,				December 31,
			Useful 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

			Useful								Accumulated				Net Book
			Life				Gross				Amortization				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 at December 31, 2004						$	2,600,000			$	(996,667	)		$	1,603,333

			Useful								Accumulated				Net Book
			Life				Gross				Amortization				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 at March 31, 2005						$	2,600,000			$	(1,126,667	)		$	1,473,333

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

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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Item 13.	Other Expenses of Issuance and Distribution.

SEC registration fee			$	20,304
NASD filing fee				17,750
NASDAQ National Market filing fee				100,000
Accounting fees and expenses				300,000
Legal fees and expenses				1,000,000
Printing and engraving expenses				250,000
Transfer agent and registrar fees and expenses				17,500
Miscellaneous				100,000
	Total		$	1,805,554

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;

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	•	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.

Item 15.	Recent Sales of Unregistered Securities.

	1. On April 22, 2002, the registrant sold 2,119,851 shares of series C-1 preferred stock to GRP II, L.P., GRP II Partners, L.P. and GRP II Investors, L.P. for a purchase price of $3.5380 per share for total proceeds of $7,500,000.
	2. On December 4, 2002, the registrant sold 139,924 shares of series C-2 preferred stock to its management and directors for a purchase price of $3.5380 per share for total proceeds of $500,000.
	3. 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).
	4. On May 26, 2005, June 29, 2005 and July 28, 2005, we issued 87,000, 3,500 and 3,500 shares, respectively, of restricted 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†		Fourth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc. as filed on March 19, 2003.
	3	.2		Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.
	3	.3†		By-laws of DealerTrack Holdings, Inc.
	3	.4		Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.
	4	.1†		Fourth Amended and Restated Stockholders’ Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc., its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.2†		Amendment No. 1 to the Fourth Amended and Restated Stockholders’ Agreement, dated as of May 26, 2005, among DealerTrack Holdings, Inc. and its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.3†		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	.4†††		Form of Certificate of Common Stock.
	5	.1		Opinion of Latham & Watkins LLP regarding the validity of the common stock.
	10	.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†		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††		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††		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††		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††		Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.
	10	.7††		Application Service Provider Contract, dated as of April 15, 2005, between First American Credit Management Solutions, Inc. and DealerTrack, Inc.
	10	.8††		Master Agreement for Consulting Services, dated as of February 1, 2001, between DealerTrack, Inc. and Chase Manhattan Automotive Finance Corporation.

II-3

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Table of Contents

Number				Description
	10	.9††		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††		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††		Stock Subscription and Exchange Agreement, dated as of February 1, 2001, by and between DealerTrack.com, Inc. and J.P. Morgan Partners (23A SBIC), LLC.
	10	.12††		Asset Purchase Agreement, dated as of July 30, 2004, by and among webalg, inc., Wizard Asset Acquisition LLC, LML Asset Acquisition, LLC, LML Systems, Inc., Lease Marketing, Ltd., Mark Simmons, the trust created under the Mark Simmons Declaration of Trust dated October 22, 2002 and Karen Dillon.
	10	.13††		Stock Purchase Agreement, dated as of December 31, 2003, by and between DealerTrack Holdings, Inc. and Bank of Montreal.
	10	.14††		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	.15†		Employment Agreement, dated as of May 26, 2005, by and between Mark F. O’Neil and DealerTrack Holdings, Inc.
	10	.16†		Employment Agreement, dated as of May 26, 2005, by and between Robert J. Cox III and DealerTrack Holdings, Inc.
	10	.17†		Employment Agreement, dated as of May 26, 2005, by and between Charles J. Giglia and DealerTrack, Inc.
	10	.18†		Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.
	10	.19†		Employment Agreement, dated as of May 26, 2005, by and between Vincent Passione and DealerTrack, Inc.
	10	.20†		2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.
	10	.21†		First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of December 28, 2001.
	10	.22†		Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of March 19, 2003.
	10	.23†		Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of January 30, 2004.
	10	.24†		2005 Incentive Award Plan, effective as of May 26, 2005.
	10	.25†		Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.
	10	.26†		Stock Ownership and Retention Program, adopted May 26, 2005 and effective upon completion of this offering.
	10	.27†		Employee Stock Purchase Plan, adopted May 26, 2005.
	10	.28†		Directors’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.29†		Employees’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.30†		401(k) Plan, effective as of January 1, 2001, as amended.
	10	.31††		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	.32††		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	.33††		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.

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Table of Contents

Number				Description
	10	.34††		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	.35††		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	.36††		Lease Agreement, dated as of August 5, 2004, between i. Park Lake Success, LLC and DealerTrack, Inc.
	10	.37		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 Latham & Watkins 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.
	23	.6		Consent of PricewaterhouseCoopers LLP.
	23	.7		Consent of PricewaterhouseCoopers LLP.
	24	.1†,††		Powers of Attorney.

	†	Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-126944) filed July 28, 2005.

	††	Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-126944) filed September 22, 2005.

†††	Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-126944) filed October 12, 2005.

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)		October 24, 2005
/s/ Robert J. Cox III   Robert J. Cox III				Senior Vice President, Chief Financial Officer and Treasurer (principal financial and accounting officer)		October 24, 2005
*   Daniel E. Berce				Director		October 24, 2005
*   Steven J. Dietz				Director		October 24, 2005
*   Thomas R. Gibson				Director		October 24, 2005
*   Mary Cirillo-Goldberg				Director		October 24, 2005
*   John J. McDonnell, Jr.				Director		October 24, 2005
*   James David Power III				Director		October 24, 2005
*   Howard L. Tischler				Director		October 24, 2005
* /s/  Mark F. O’Neil   Mark F. O’Neil Attorney in Fact						October 24, 2005

II-6

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Table of Contents

Number				Description
	1	.1†††		Form of Underwriting Agreement.
	3	.1†		Fourth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc. as filed on March 19, 2003.
	3	.2		Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.
	3	.3†		By-laws of DealerTrack Holdings, Inc.
	3	.4		Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.
	4	.1†		Fourth Amended and Restated Stockholders’ Agreement, dated as of March 19, 2003, among DealerTrack Holdings, Inc., its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.2†		Amendment No. 1 to the Fourth Amended and Restated Stockholders’ Agreement, dated as of May 26, 2005, among DealerTrack Holdings, Inc., and its subsidiaries and the stockholders of DealerTrack Holdings, Inc. party thereto.
	4	.3†		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	.4†††		Form of Certificate of Common Stock.
	5	.1		Opinion of Latham & Watkins LLP regarding the validity of the common stock.
	10	.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†		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††		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††		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††		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††		Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.
	10	.7††		Application Service Provider Contract, dated as of April 15, 2005, between First American Credit Management Solutions, Inc. and DealerTrack, Inc.
	10	.8††		Master Agreement for Consulting Services, dated as of February 1, 2001, between DealerTrack, Inc. and Chase Manhattan Automotive Finance Corporation.
	10	.9††		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††		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††		Stock Subscription and Exchange Agreement, dated as of February 1, 2001, by and between DealerTrack.com, Inc. and J.P. Morgan Partners (23A SBIC), LLC.
	10	.12††		Asset Purchase Agreement, dated as of July 30, 2004, by and among webalg, inc., Wizard Asset Acquisition LLC, LML Asset Acquisition, LLC, LML Systems, Inc., Lease Marketing, Ltd., Mark Simmons, the trust created under the Mark Simmons Declaration of Trust dated October 22, 2002 and Karen Dillon.
	10	.13††		Stock Purchase Agreement, dated as of December 31, 2003, by and between DealerTrack Holdings, Inc. and Bank of Montreal.
	10	.14††		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.

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Table of Contents

Number				Description
	10	.15†		Employment Agreement, dated as of May 26, 2005, by and between Mark F. O’Neil and DealerTrack Holdings, Inc..
	10	.16†		Employment Agreement, dated as of May 26, 2005, by and between Robert J. Cox III and DealerTrack Holdings, Inc.
	10	.17†		Employment Agreement, dated as of May 26, 2005, by and between Charles J. Giglia and DealerTrack, Inc.
	10	.18†		Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and DealerTrack Holdings, Inc.
	10	.19†		Employment Agreement, dated as of May 26, 2005, by and between Vincent Passione and DealerTrack, Inc.
	10	.20†		2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.
	10	.21†		First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of December 28, 2001.
	10	.22†		Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of March 19, 2003.
	10	.23†		Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of January 30, 2004.
	10	.24†		2005 Incentive Award Plan, effective as of May 26, 2005.
	10	.25†		Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.
	10	.26†		Stock Ownership and Retention Program, adopted May 26, 2005 and effective upon completion of this offering.
	10	.27†		Employee Stock Purchase Plan, adopted May 26, 2005.
	10	.28†		Directors’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.29†		Employees’ Deferred Compensation Plan, effective as of June 30, 2005.
	10	.30†		401(k) Plan, effective as of January 1, 2001, as amended.
	10	.31††		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	.32††		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	.33††		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	.34††		Lender Agreement, dated as of August 31, 2001, between Wells Fargo & Company and DealerTrack.com, Inc., as amended as of December 28, 2001, October 24, 2002 and May 7, 2003.
	10	.35††		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	.36††		Lease Agreement, dated as of August 5, 2004, between i. Park Lake Success, LLC and DealerTrack, Inc.
	10	.37		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 Latham & Watkins 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.
	23	.6		Consent of PricewaterhouseCoopers LLP.
	23	.7		Consent of PricewaterhouseCoopers LLP.
	24	.1†,††		Powers of Attorney.

†	Incorporated by reference to our Registration Statement on Form S-1 (File No. 333-126944) filed July 28, 2005.
††	Incorporated by reference to Amendment No. 1 to our Registration Statement on Form S-1 (File No. 333-126944) filed September 22, 2005.
†††	Incorporated by reference to Amendment No. 2 to our Registration Statement on Form S-1 (File No. 333-126944) filed October 12, 2005.