##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 FORM 10-K/A
 Amendment No. 1
 (Mark One)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For
the fiscal year ended December 31, 2006
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
 For the transition period from  to
 Commission file number: 000-51653
 DEALERTRACK HOLDINGS, INC.
 (Exact Name of Registrant as Specified in Its Charter)
 Delaware
    
    52-2336218(State or Other Jurisdiction of
    
    (I.R.S. Identification Number)Incorporation or Organization)
 1111 Marcus Ave., Suite M04
Lake Success, NY 11042  (Address of Principal Executive Offices, including Zip Code)  (516) 734-3600  (Registrants telephone number, including area code)
 Securities registered pursuant to Section 12(b) of the Act:
 Common Stock, $0.01 Par Value Per Share
    
    The NASDAQ Stock Market, LLC(Title of each class)
    
    (Name of exchange on which registered)
 Securities registered pursuant to Section 12(g) of the Act: None
 o þ
 o þ
 þ o
 o
  o þ o
 o þ




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##### 



EXPLANATORY NOTE
  
  PART IIIItem 10. Directors and Executive Officers of the RegistrantItem 11. Executive CompensationItem 12. Security Ownership of Certain Beneficial Owners and ManagementItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPART IVItem 15. ExhibitsEX-31.3: CERTIFICATIONEX-31.4: CERTIFICATION
  -1-




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PART III
 
 Item 10. Directors and Executive Officers of the Registrant.
 Information About Our Board of Directors
  Class
    
    DirectorsClass I: Term expires 2009 and every three years thereafter
    
    Messrs. Power and TischlerClass II: Term expires 2007 and every three years
thereafter
    
    Messrs. Dietz, Gilman and McDonnellClass III: Term expires 2008 and every three years
thereafter
    
    Ms. Cirillo-Goldberg and Messrs. Gibson and ONeil
 Mary Cirillo-Goldberg ,
 Steven J. Dietz , 43 ,
 Thomas R. Gibson ,
 Thomas F. Gilman ,
 -2-




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John J. McDonnell, Jr. ,
 Mark F. ONeil ,
 James David Power III ,
 Howard L. Tischler ,
 -3-




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Information About Our Executive Officers
  Name
    
    Age
    
    TitleMark F. ONeil
    
    
    48
    
    
    Chairman of the Board, President and Chief Executive OfficerRobert J. Cox III
    
    
    41
    
    
    Senior Vice President, Chief Financial Officer and TreasurerJohn A. Blair
    
    
    46
    
    
    Chief Executive Officer Automotive Lease Guide (alg), Inc.Charles J. Giglia
    
    
    55
    
    
    Senior Vice President, and Chief Information Officer 
DealerTrack, Inc.Ana M. Herrera
    
    
    50
    
    
    Senior Vice President, Human Resources  DealerTrack, Inc.Eric D. Jacobs
    
    
    40
    
    
    Senior Vice President, General Counsel and SecretaryRichard McLeer
    
    
    42
    
    
    Senior Vice President, Strategy and Development  DealerTrack, Inc.Raj Sundaram
    
    
    40
    
    
    Senior Vice President, Dealer Solutions  DealerTrack, Inc.David P. Trinder
    
    
    48
    
    
    Senior Vice President, Network Solutions  DealerTrack, Inc.Rick G. Von Pusch
    
    
    45
    
    
    Senior Vice President, Customer Development  DealerTrack, Inc.
 Mark F. ONeil
 Robert J. Cox III
 John A. Blair
 Charles J. Giglia
 -4-




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Ana
M. Herrera
 Eric D. Jacobs
 Richard McLeer
 Rajesh (Raj) Sundaram
 David P. Trinder
 Rick G. Von Pusch
 -5-




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Section 16(a) Beneficial Ownership Reporting Compliance
  Code of Business Conduct and Ethics
  Procedures for Security Holder Recommendations for Director Nominees
  
    
    the name, address and telephone number of the recommending stockholder;
    
    a representation that the stockholder is a record holder of our securities, or evidence of ownership;
    
    The number of shares owned by the recommending stockholder and the time period for which
such shares have been held;
    
    a statement from the recommending stockholder as to whether the stockholder has a good
faith intention to continue to hold the reported shares through the date of our next Annual
Meeting;
    
    the name, age, business and residential address, educational background, current
principal occupation or employment, and principal occupation or employment for the
preceding five full fiscal years of the proposed director candidate;
    
    a description of the qualifications and background of the proposed director candidate;
    
    a description of all arrangements or understandings between the recommending stockholder
and the proposed director candidate;
    
    the consent of the proposed director candidate (i) to be named in the proxy statement
and (ii) to serve as a director if elected; and
    
    any other information regarding the proposed director candidate that is required to be
included in a proxy statement filed pursuant to SEC rules.
  
    
    personal and professional integrity, ethics and values;
    
    experience in corporate management, such as serving as an officer or former officer of a
publicly-held company;
    
    experience in the companys industry and with relevant social policy concerns;
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
    
    experience as a board member of another publicly-held company;
    
    academic expertise in an area of the companys operations; and
    
    practical and mature business judgment.
 Our Audit Committee
  -7-




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Item 11. Executive Compensation.
 Non-Management Directors Compensation For Fiscal Year 2006
  Annual Fee:
    
    $25,000 per director.Annual Committee Chair Retainer:
    
    $5,000 for the chair of each of our
Compensation and Nominating and
Corporate Governance Committees.
$10,000 for the chair of our Audit
Committee.Attendance Fee for Board Meetings:
    
    $2,000 for each board of directors
meeting attended in person, $1,000
for telephonic attendance. We also
reimburse directors for their
expenses to attend meetings.Committee Member Retainer:
    
    $2,000 for each committee meeting
attended, with the Audit and
Compensation Committee chairs
receiving $2,500 for each committee
meeting attended.Initial Equity Grant:
    
    Options to purchase 30,000 shares of
our common stock upon becoming a
director. The grant vests in three
equal annual installments commencing
on the first anniversary of the
grant date, subject to the
directors continued service as a
director.Annual Equity Grant:
    
    3,500 shares of restricted common
stock each year on the date of our
Annual Meeting. This grant vests in
three equal annual installments
commencing on the first anniversary
of the grant date, subject to the
directors continued service as a
director.
    Fees Earnedor Paid in
    
    Stock
    
    OptionName
    
    Cash(1)
    
    Awards(2)
    
    Awards(3)
    
    TotalMary Cirillo-Goldberg
    
    $
    51,000
    
    
    $
    34,023
    
    
    $
    59,217
    
    
    $
    144,240Steven Dietz
    
    
    59,000
    
    
    
    34,023
    
    
    
    59,217
    
    
    
    152,240Thomas R. Gibson
    
    
    60,000
    
    
    
    34,023
    
    
    
    41,800
    
    
    
    135,823John J. McDonnell, Jr.
    
    
    60,000
    
    
    
    35,073
    
    
    
    9,200
    
    
    
    104,273James David Powers III
    
    
    35,000
    
    
    
    34,023
    
    
    
    59,217
    
    
    
    128,240Howard L. Tischler
    
    
    37,000
    
    
    
    34,023
    
    
    
    59,217
    
    
    
    130,240
 
 (1)
    
    The following directors deferred all or a portion of their 2006 cash compensation pursuant to
our Directors Deferred Compensation Plan and received deferred stock units. Each deferred
stock unit converts into one share of common stock upon the payment commencement date selected
by the director. -8-




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Compensation
    
    Number of DeferredName
    
    Deferred
    
    Stock UnitsMary Cirillo-Goldberg
    
    $
    51,000
    
    
    
    2,177Steven Dietz
    
    
    59,000
    
    
    
    2,495Thomas R. Gibson
    
    
    30,000
    
    
    
    1,489James David Power III
    
    
    35,000
    
    
    
    1,796Howard L. Tischler
    
    
    37,000
    
    
    
    1,586
 (2)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of restricted common stock
granted in 2006 as well as prior fiscal years in accordance with FAS 123(R). For restricted
common stock, fair value is calculated using the closing price of our stock on the date of
grant. For additional information, refer to note 2 of our financial statements in our Annual
Report on Form 10-K for the year ended December 31, 2006. These amounts reflect our
accounting expense for these awards, and do not correspond to the actual value that will be
recognized by each director. Each director, except Mr. McDonnell, received a grant of 3,500
shares of restricted common stock on each of May 26, 2005 and June 14, 2006 with a grant date
fair value per share of $17.10 and $22.27, respectively. Mr. McDonnells received a grant of
3,500 shares of restricted common stock on each of July 28, 2005 and June 14, 2006 with a
grant date fair value per share of $18.00 and $22.27, respectively. Each director had 5,834
shares of restricted common stock outstanding as of December 31, 2006.(3)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of stock options granted in
2006 as well as prior fiscal years in accordance with FAS 123(R). Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures related to service-based vesting
conditions. For additional information, refer to note 2 of our financial statements in our
Annual Report on Form 10-K for the year ended December 31, 2006. These amounts reflect our
accounting expense for these awards, and do not correspond to the actual value that will be
recognized by each director. The following chart shows the details for each directors
outstanding options as of December 31, 2006, including the grant date fair value of each
option computed in accordance with FAS 123(R). For awards granted prior to January 1, 2006,
the grant date fair value column represents the intrinsic value recorded under APB 25. OutstandingOption
    
    Number
    
    
    
    
    
    Grant Date
    
    Stock OptionsName
    
    Grant Date
    
    Granted
    
    Exercise price
    
    Fair Value
    
    (Exercisable)Mary Cirillo-Goldberg
    
    
    1/30/2003
    
    
    
    6,250
    
    
    $
    2.80
    
    
    $
    
    
    
    
    6,2505/26/2005
    
    
    
    50,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    30,000Steven Dietz
    
    
    5/26/2005
    
    
    
    40,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    20,000Thomas R. Gibson
    
    
    6/29/2005
    
    
    
    30,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    10,000John J. McDonnell, Jr.
    
    
    7/28/2005
    
    
    
    30,000
    
    
    
    17.08
    
    
    
    0.92
    
    
    
    10,000James David Powers III
    
    
    1/30/2003
    
    
    
    6,250
    
    
    
    2.80
    
    
    
    
    
    
    
    6,2505/26/2005
    
    
    
    50,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    30,000Howard L. Tischler
    
    
    5/26/2005
    
    
    
    40,000
    
    
    
    12.92
    
    
    
    4.18
    
    
    
    20,000
 -9-




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COMPENSATION DISCUSSION AND ANALYSIS
 Overview
   
    
    to attract and retain high-performing executive talent by paying competitive
compensation;
    
    to provide rewards consistent with performance by tying both our annual cash
incentive program and our long-term equity incentive program to corporate performance;
and
    
    to provide equity-based long term incentives which align management and stockholder
interests.
   Compensation Processes and Criteria
  Peer Group Information and Benchmarking
    -10-




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Assessment of Company and Individual Performance
    Total Compensation Review
  Components of Executive Compensation for 2006
 Base Salary
  Annual Incentive Bonus Plan
  -11-




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Annual Equity Grants
   Long-Term Equity Incentive Program
  Performance Goals
 EBITDA

    
    Market CapDecember 31, 2007
    
    $56 million
    
    $   928 millionDecember 31, 2008
    
    $69 million
    
    $1,136 millionDecember 31, 2009
    
    $85 million
    
    $1,400 million
  -12-




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Employment Agreements
      Perquisites
  Deferred Compensation Plan
  401(k) Plan
  -13-




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COMPENSATION COMMITTEE REPORT
    
 -14-




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SUMMARY COMPENSATION TABLE
 Non-EquityName and
    
    
    
    
    
    
    
    
    
    Stock
    
    Option
    
    Incentive Plan
    
    All OtherPrincipal Position
    
    Year
    
    Salary
    
    Awards(1)
    
    Awards(2)
    
    Compensation(3)
    
    Compensation(4)
    
    TotalMark F. ONeil
Chairman and Chief Executive
Officer
    
    
    2006
    
    
    $
    495,040
    
    
    $
    369,913
    
    
    $
    695,967
    
    
    $
    660,000
    
    
    $
    9,799
    
    
    $
    2,230,719Robert J. Cox III
Senior Vice President, Chief
Financial Officer and
Treasurer
    
    
    2006
    
    
    
    260,000
    
    
    
    126,370
    
    
    
    204,412
    
    
    
    198,000
    
    
    
    6,500
    
    
    
    795,282John A. Blair
Chief Executive Officer
Automotive Lease Guide
(alg), Inc.
    
    
    2006
    
    
    
    260,000
    
    
    
    51,569
    
    
    
    86,098
    
    
    
    215,000
    
    
    
    84,997
    
    
    
    697,664Eric D. Jacobs
Senior Vice President,
General Counsel and Secretary
    
    
    2006
    
    
    
    260,000
    
    
    
    112,433
    
    
    
    150,595
    
    
    
    208,000
    
    
    
    6,600
    
    
    
    737,628Raj Sundaram
Senior Vice President, Dealer
Solutions  DealerTrack, Inc.
    
    
    2006
    
    
    
    235,527
    
    
    
    49,879
    
    
    
    61,780
    
    
    
    169,000
    
    
    
    199,659
    
    
    
    715,845Vincent
Passione(5)
President DealerTrack, Inc.
    
    
    2006
    
    
    
    255,333
    
    
    
    310,070
    
    
    
    4,892,344
    
    
    
    
    
    
    
    993,789
    
    
    
    6,451,536
 
 (1)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of restricted common stock
granted in 2006 as well as prior fiscal years in accordance with FAS 123(R). Pursuant to SEC
rules, the amounts shown exclude the impact of estimated forfeitures related to service-based
vesting conditions. For restricted common stock, fair value is calculated using the closing
price of our stock on the date of grant. For additional information, refer to notes 2 and 12
of our consolidated financial statements in our Annual Report on Form 10-K for the year ended
December 31, 2006. See the Grants of Plan-Based Awards Table for information on awards made
during 2006. These amounts reflect the companys accounting expense for these awards, and do
not correspond to the actual value that will be recognized by the named executives.(2)
    
    This column represents the dollar amount recognized for financial statement reporting
purposes with respect to the 2006 fiscal year for the fair value of stock options granted in
2006 as well as prior fiscal years in accordance with FAS 123(R). Pursuant to SEC rules, the
amounts shown exclude the impact of estimated forfeitures related to service-based vesting
conditions. For additional information, refer to note 2 of our consolidated financial
statements in our Annual Report on Form 10-K for the year ended December 31, 2006. See the
Grants of Plan-Based Awards Table for information on options granted in 2006. These amounts
reflect our accounting expense for these awards, and do not correspond to the actual value
that will be recognized by the named executives.(3)
    
    The amounts shown include awards earned under our incentive bonus plan in the year noted
although such amounts are payable in the subsequent year. The amounts shown exclude awards
paid in the year noted but earned in prior years. Mr. Cox elected to defer the payment of
$39,600 of his award pursuant to our deferred compensation plan. Accordingly, on March 6,
2007, Mr. Cox acquired 1,309.52 deferred stock units through this deferral. Each deferred
stock unit is the economic equivalent of one share of common stock.(4)
    
    See the table below for additional information on all other compensation.(5)
    
    Mr. Passione left the company effective August 31, 2006. In accordance with contractual
obligations related to his term of employment with us, a portion of Mr. Passiones unvested
equity awards were accelerated and became fully exercisable, resulting in an accounting charge
of $222,082 for his restricted common stock awards and $4,783,079 for his stock option awards. 
 -15-




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ALL OTHER COMPENSATION TABLE
  Name
    
    401(k) Match(1)
    
    Tax Gross-Up
    
    Relocation
    
    Other
    
    TotalMark F. ONeil
    
    $
    6,600
    
    
    
    
    
    
    
    
    
    
    $
    3,199
    (4)
    
    $
    9,799Robert J. Cox III
    
    
    6,500
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,500John A. Blair
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    84,997
    (5)
    
    
    84,997Eric D. Jacobs
    
    
    6,600
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6,600Raj Sundaram
    
    
    5,686
    
    
    $
    41,715
    (2)
    
    $
    68,258
    (3)
    
    
    84,000
    (5)
    
    
    199,659Vincent Passione
    
    
    6,383
    
    
    
    
    
    
    
    
    
    
    
    987,406
    (6)
    
    
    993,789
 
 (1)
    
    This column reports our matching contributions to the named executives 401(k) savings
account of 3.0% of pay up to the limitations imposed under IRS Rules. These contributions vest
over a five year period.(2)
    
    This amount includes amounts reimbursed for the payment of taxes on imputed income for Mr.
Sundarams relocation expenses.(3)
    
    This amount includes relocation expenses paid by the company including $35,258 for
reimbursement for temporary housing, $20,000 as a temporary car allowance and $13,000 as
reimbursement for tuition forfeited due to his relocation.(4)
    
    This amount represents the 15% discount received on shares purchased through our employee
stock purchase plan. This discount is available to all employees.(5)
    
    This amount includes an $84,000 payment pursuant to Messrs. Blair and Sundarams employment
agreements that is a reimbursement for interest due on a loan from Automotive Lease Guide
(alg), LLC, their prior employer and the company from which we purchased substantially all of
the assets of ALG.(6)
    
    This amount consists of severance paid in accordance with contractual obligations related to
Mr. Passiones term of employment with the company consisting of (a) $766,000 representing two
years of severance; (b) $206,667 representing the payment of his pro-rata 2006 bonus; and (c)
$14,739 for the reimbursement of health insurance premiums payable under COBRA. -16-




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GRANTS OF PLAN-BASED AWARDS IN 2006
  EstimatedFuture
    
    All OtherPayouts
    
    Stock
    
    All OtherUnder
    
    Awards;
    
    Option
    
    
    
    
    
    GrantEquity
    
    Number
    
    Awards;
    
    Exercise
    
    Date FairIncentive
    
    of Shares
    
    Number of
    
    or Base
    
    Value ofEstimated Future Payouts Under
    
    Plan
    
    of Stock
    
    Securities
    
    Price of
    
    Stock andGrant
    
    Non-Equity Incentive Plan Awards(1)
    
    Awards(2)
    
    or
    
    Underlying
    
    Option
    
    OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Target
    
    Units(3)
    
    Options(4)
    
    Awards(5)
    
    Awards(6)Mark F. ONeil
    
    
    1/27/2006
    
    
    $
    297,024
    
    
    $
    371,280
    
    
    $
    742,560
    
    
    
    
    
    
    
    
    
    
    
    90,000
    
    
    $
    20.68
    
    
    $
    966,5011/27/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    723,8008/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    170,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,247,400Robert J. Cox III
    
    
    1/27/2006
    
    
    
    104,000
    
    
    
    130,000
    
    
    
    227,500
    
    
    
    
    
    
    
    
    
    
    
    25,000
    
    
    
    20.68
    
    
    
    268,7431/27/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    
    
    
    
    
    
    
    
    
    
    
    248,1608/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    793,200John A. Blair
    
    
    1/27/2006
    
    
    
    104,395
    
    
    
    130,494
    
    
    
    260,987
    
    
    
    
    
    
    
    
    
    
    
    18,000
    
    
    
    20.68
    
    
    
    193,3001/27/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    
    
    
    
    186,1208/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    264,400Eric D. Jacobs
    
    
    1/27/2006
    
    
    
    104,000
    
    
    
    130,000
    
    
    
    227,500
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    20.68
    
    
    
    214,7781/27/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    206,8008/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    661,000Raj Sundaram
    
    
    1/27/2006
    
    
    
    93,600
    
    
    
    117,000
    
    
    
    204,750
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    20.68
    
    
    
    107,3891/27/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    
    
    
    
    103,4008/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    462,70011/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    10,000
    
    
    
    
    
    
    
    
    
    
    
    253,90011/2/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    25.39
    
    
    
    265,092Vincent Passione
    
    
    1/27/2006
    
    
    
    168,520
    
    
    
    220,000
    
    
    
    347,573
    
    
    
    
    
    
    
    
    
    
    
    33,300
    
    
    
    20.68
    
    
    
    357,6051/27/2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    15,000
    
    
    
    
    
    
    
    
    
    
    
    310,200
 
 (1)
    
    These columns show the potential value of the payout of the annual cash incentive bonuses for
2006 performance for each named executive officer if the minimum, target and maximum
performance levels are achieved. The potential payout is performance based and driven by
company and individual performance. The actual amount of the annual cash incentive bonuses
paid for 2006 performance is shown in the Summary Compensation Table under the Non-Equity
Incentive Plan Compensation column.(2)
    
    This column shows the number of performance based restricted common stock awards granted in
2006 to each of our named executive officers. These awards vest in full on January 31, 2010,
provided that the executive officer remains employed on such date. The amount that will vest
at such time is subject to the achievement of certain pre-established performance goals for
fiscal years 2007, 2008 and 2009. These performance goals are equally based on both our
earnings before interest, taxes, depreciation and amortization, as adjusted, or EBITDA, and
the market value of our common stock, in each case as measured on the last day of the fiscal
year.(3)
    
    This column shows the number of shares of restricted common stock granted in 2006 to our
named executive officers. These awards vest in four equal annual installments from date of
grant. -17-




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##### Table of Contents



(4)
    
    This column shows the number of stock options granted in 2006 to the named executive
officers. These options vest as follows: 25% of the shares subject to the option vest on the
one year anniversary of the date of grant, and 1/36th of the remaining shares subject to the
option vest each month thereafter, such that 100% of the shares subject to the option will be
fully vested four years after the date of grant.(5)
    
    This column shows the exercise price for the stock options granted during 2006.(6)
    
    This column shows the grant date fair value of restricted common stock computed in accordance
with FAS 123(R) and the grant date fair value of stock options computed in accordance with FAS
123(R) granted to the named executive officers during 2006. -18-




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##### Table of Contents



OUTSTANDING EQUITY AWARDS AT 2006 FISCAL YEAR END
  Option Awards
    
    Stock AwardsEquityEquity
    
    IncentiveIncentive
    
    Plan Awards:Plan Awards:
    
    Market orNumber of
    
    PayoutNumber
    
    Market
    
    Unearned
    
    Value ofNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    of Shares
    
    Value
    
    Shares,
    
    UnearnedSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    or Units
    
    of Shares
    
    Units or
    
    Shares,Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    
    
    
    of
    
    or Units of
    
    Other Rights
    
    Units orUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock
    
    Stock That
    
    Stock That
    
    That Have
    
    Other RightsOption
    
    Options
    
    Options Un-
    
    Exercise
    
    Expiration
    
    Award
    
    Have Not
    
    Have Not
    
    Not Vested
    
    That HaveName
    
    Grant Date
    
    Exercisable
    
    exercisable
    
    Price
    
    Date
    
    Grant Date
    
    Vested(1)
    
    Vested (2)
    
    (3)
    
    Not Vested(4)Mark F. ONeil
    
    
    1/16/2002
    
    
    
    224,941
    
    
    
    
    
    
    $
    3.12
    
    
    
    1/15/2012
    
    
    
    5/26/2005
    
    
    
    22,500
    
    
    $
    661,9501/30/2003
    
    
    
    192,240
    
    
    
    5,212
    
    
    
    2.80
    
    
    
    1/29/2003
    
    
    
    1/27/2006
    
    
    
    35,000
    
    
    
    1,029,7005/3/2004
    
    
    
    7,501
    
    
    
    
    
    
    
    2.80
    
    
    
    2/13/2011
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    170,000
    
    
    $
    5,001,4005/3/2004
    
    
    
    204,442
    
    
    
    30,558
    
    
    
    2.80
    
    
    
    5/2/20148/18/2004
    
    
    
    97,415
    
    
    
    69,585
    
    
    
    2.80
    
    
    
    8/17/20145/26/2005
    
    
    
    49,478
    
    
    
    75,522
    
    
    
    12.92
    
    
    
    5/25/20151/27/2006
    
    
    
    
    
    
    
    90,000
    
    
    
    20.68
    
    
    
    1/26/2016Robert J. Cox III
    
    
    1/16/2002
    
    
    
    25,781
    
    
    
    
    
    
    
    3.12
    
    
    
    1/15/2012
    
    
    
    5/26/2005
    
    
    
    7,500
    
    
    
    220,6501/30/2003
    
    
    
    18,231
    
    
    
    389
    
    
    
    2.80
    
    
    
    1/29/2013
    
    
    
    1/27/2006
    
    
    
    12,000
    
    
    
    353,0405/3/2004
    
    
    
    11,697
    
    
    
    0
    
    
    
    2.80
    
    
    
    6/26/2011
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    60,000
    
    
    
    1,765,2005/3/2004
    
    
    
    25,520
    
    
    
    9,480
    
    
    
    2.80
    
    
    
    5/2/20148/18/2004
    
    
    
    37,916
    
    
    
    27,084
    
    
    
    2.80
    
    
    
    8/17/20145/26/2005
    
    
    
    19,791
    
    
    
    30,209
    
    
    
    12.92
    
    
    
    5/25/20151/27/2006
    
    
    
    
    
    
    
    25,000
    
    
    
    20.68
    
    
    
    1/26/2016John A. Blair
    
    
    5/26/2005
    
    
    
    15,833
    
    
    
    24,167
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    1/27/2006
    
    
    
    9,000
    
    
    
    264,7801/27/2006
    
    
    
    
    
    
    
    18,000
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    20,000
    
    
    
    588,400Eric D. Jacobs
    
    
    5/15/2002
    
    
    
    26,250
    
    
    
    
    
    
    
    2.80
    
    
    
    5/14/2012
    
    
    
    5/26/2005
    
    
    
    7,500
    
    
    
    220,6501/30/2003
    
    
    
    9,549
    
    
    
    204
    
    
    
    2.80
    
    
    
    1/29/2013
    
    
    
    1/27/2006
    
    
    
    10,000
    
    
    
    294,2001/30/2004
    
    
    
    28,749
    
    
    
    16,251
    
    
    
    2.80
    
    
    
    1/29/2014
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    
    1,471,0008/18/2004
    
    
    
    29,166
    
    
    
    20,834
    
    
    
    2.80
    
    
    
    8/17/20145/26/2005
    
    
    
    19,791
    
    
    
    30,209
    
    
    
    12.92
    
    
    
    5/25/20151/27/2006
    
    
    
    
    
    
    
    20,000
    
    
    
    20.68
    
    
    
    1/26/2016Raj Sundaram
    
    
    5/26/2005
    
    
    
    9,895
    
    
    
    15,105
    
    
    
    12.92
    
    
    
    5/25/2015
    
    
    
    1/27/2006
    
    
    
    5,000
    
    
    
    147,1001/27/2006
    
    
    
    
    
    
    
    10,000
    
    
    
    20.68
    
    
    
    1/26/2016
    
    
    
    11/2/2006
    
    
    
    10,000
    
    
    
    294,20011/2/2006
    
    
    
    
    
    
    
    20,000
    
    
    
    25.39
    
    
    
    11/1/2016
    
    
    
    8/2/2006
    
    
    
    
    
    
    
    
    
    
    
    35,000
    
    
    
    1,029,700Vincent Passione
    
    
    10/23/2003
    
    
    
    205,715
    
    
    
    
    
    
    
    2.80
    
    
    
    8/31/20071/30/2004
    
    
    
    15,000
    
    
    
    
    
    
    
    2.80
    
    
    
    8/31/20078/18/2004
    
    
    
    63,255
    
    
    
    
    
    
    
    2.80
    
    
    
    8/31/2007
 
 (1)
    
    These awards vest in four equal annual installments from date of grant.(2)
    
    The market value is based on the closing price of our stock as of December 31, 2006, which
was $29.42.(3)
    
    These are performance based restricted common stock awards that vest in full on January 31,
2010, provided that the executive officer remains employed on such date. The amount that will
vest at such time is subject to the achievement of certain pre-established performance goals
for fiscal years 2007, 2008 and 2009. These performance goals are equally based on both our
earnings before interest, taxes, depreciation and amortization, as adjusted, or EBITDA, and
the market value of our common stock, in each case as measured on the last day of the fiscal
year. -19-




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##### Table of Contents



(4)
    
    The market value is based on the closing price of our stock as of December 31, 2006, which
was $29.42,
without taking any discounts and assuming that targets are achieved (EBITDA and market cap). Option Vesting Schedule
  Stock Option Grant Date
    
    Vesting Schedule1/30/2003
    
    The vesting commencement date was January 1, 2003.1/30/2004
    
    10,000 options vested immediately for Mr. Jacobs,
the remaining 60,000 began vesting on January 1,
2004.5/3/2004
    
    14,609 of Mr. Coxs options were immediately
vested. Of the remaining 41,016 options, 6,016
vested in 14 equal monthly installments ending on
June 27, 2005 and the remaining 35,000 options had
a vesting commencement date of January 1, 2004.
152,462 of Mr. ONeils options were immediately
vested. Of the remaining 262,491, 37,491 vested
in 10 equal monthly installments ending on
February 14, 2005 and the remaining 225,000 had a
vesting commencement date of January 1, 2004.
 OPTION EXERCISES AND STOCK VESTED IN FISCAL 2006
 Option Awards
    
    Stock AwardsNumber of Shares
    
    Value Realized
    
    Number of Shares
    
    Value Realized onName
    
    Acquired on Exercise
    
    On Exercise
    
    Acquired on Vesting
    
    VestingMark F. ONeil
    
    
    
    
    
    
    
    
    
    
    7,500
    (1)
    
    $
    159,000Robert J. Cox III
    
    
    
    
    
    
    
    
    
    
    2,500
    (1)
    
    
    53,000John A. Blair
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Eric D. Jacobs
    
    
    
    
    
    
    
    
    
    
    2,500
    (1)
    
    
    53,000Raj Sundaram
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Vincent Passione
    
    
    110,000
    (2)
    
    $
    1,928,233
    
    
    
    18,750
    (3)
    
    
    405,750
 
 (1)
    
    These shares vested on May 26, 2006 upon the lapse of restricted common stock. The closing
price of our common stock on that day was $21.20.(2)
    
    On December 11, 2006, Mr. Passione exercised 39,745, 48,749 and 21,506 stock options with
exercise prices of $2.80, $12.92 and $20.68, respectively. The closing price of our common
stock on that day was $28.31.(3)
    
    3,750 of these shares vested on May 26, 2006 upon the lapse of restricted common stock. The
closing price of our common stock on that day was $21.20. On August 31, 2006, we accelerated
the vesting of 15,000 of Mr. Passiones shares of restricted common stock due to his departure
from the company. The closing price of our common stock on that day was $21.75. -20-




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##### Table of Contents



POTENTIAL PAYMENTS UPON TERMINATION
  Compensation
    
    Benefits & PerquisitesShort-
    
    
    
    
    
    
    
    
    
    RestrictedBase
    
    Term
    
    Performance
    
    Stock
    
    Common
    
    Health
    
    280G TaxName
    
    Salary(1)
    

Incentives(2)
    
    Shares(3)
    
    Options(4)
    
    Stock(5)
    
    Care
    
    Gross-Up
    
    TotalMark F. ONeilInvoluntary or Good
Reason Termination
    
    $
    990,080
    
    
    $
    600,000
    
    
    
    
    
    
    $
    4,409,176
    
    
    $
    956,150
    
    
    $
    16,315
    
    
    
    
    
    
    $
    6,971,721Death or Disability
    
    
    
    
    
    
    
    
    
    $
    609,927
    
    
    
    
    
    
    
    1,691,650
    
    
    
    
    
    
    
    
    
    
    
    2,301,577Change In Control
    
    
    990,080
    
    
    
    600,000
    
    
    
    5,001,400
    
    
    
    4,837,058
    
    
    
    1,691,650
    
    
    
    16,315
    
    
    $
    3,363,104
    
    
    
    16,499,607Robert J. Cox IIIInvoluntary or Good
Reason Termination
    
    
    520,000
    
    
    
    152,000
    
    
    
    
    
    
    
    1,555,443
    
    
    
    323,620
    
    
    
    14,369
    
    
    
    
    
    
    
    2,565,432Death or Disability
    
    
    
    
    
    
    
    
    
    
    215,268
    
    
    
    
    
    
    
    573,690
    
    
    
    
    
    
    
    
    
    
    
    788,958Change In Control
    
    
    520,000
    
    
    
    152,000
    
    
    
    1,765,200
    
    
    
    1,700,558
    
    
    
    573,690
    
    
    
    14,369
    
    
    
    1,285,459
    
    
    
    6,011,276John A. BlairInvoluntary or Good
Reason Termination
    
    
    521,994
    
    
    
    218,750
    
    
    
    
    
    
    
    240,383
    
    
    
    132,390
    
    
    
    16,315
    
    
    
    
    
    
    
    1,063,637Death or Disability
    
    
    
    
    
    
    
    
    
    
    71,756
    
    
    
    
    
    
    
    264,780
    
    
    
    
    
    
    
    
    
    
    
    336,536Change In Control
    
    
    521,994
    
    
    
    218,750
    
    
    
    588,400
    
    
    
    556,070
    
    
    
    264,780
    
    
    
    16,315
    
    
    
    
    
    
    
    2,166,309Eric D. JacobsInvoluntary or Good
Reason Termination
    
    
    520,000
    
    
    
    180,000
    
    
    
    
    
    
    
    1,532,526
    
    
    
    294,200
    
    
    
    16,315
    
    
    
    
    
    
    
    2,543,041Death or Disability
    
    
    
    
    
    
    
    
    
    
    179,390
    
    
    
    
    
    
    
    514,850
    
    
    
    
    
    
    
    
    
    
    
    694,240Change In Control
    
    
    520,000
    
    
    
    180,000
    
    
    
    1,471,000
    
    
    
    1,665,805
    
    
    
    514,850
    
    
    
    16,315
    
    
    $
    1,099,499
    
    
    
    5,467,469Raj SundaramInvoluntary or Good
Reason Termination
    
    
    520,000
    
    
    
    154,090
    
    
    
    
    
    
    
    311,958
    
    
    
    220,650
    
    
    
    16,315
    
    
    
    
    
    
    
    1,223,013Death or Disability
    
    
    
    
    
    
    
    
    
    
    125,573
    
    
    
    
    
    
    
    441,300
    
    
    
    
    
    
    
    
    
    
    
    566,873Change In Control
    
    
    520,000
    
    
    
    154,090
    
    
    
    1,029,700
    
    
    
    417,219
    
    
    
    441,300
    
    
    
    16,315
    
    
    
    795,942
    
    
    
    3,374,566
 
 (1)
    
    24 months base salary continuation calculated based on the salary in effect on the date of
termination. Severance will cease if the executive violates the non-compete provision of his
employment agreement.(2)
    
    A pro-rata bonus payment calculated based on the number of days during the fiscal year
through the date of termination, applied to actual bonus payment received for the prior fiscal
year.(3)
    
    The Death or Disability amounts represent accelerated vesting of a pro-rata portion of the
performance shares awarded in August 2006. The Change of Control amounts represent full
vesting of the performance shares. Value is based on $29.42, the closing price of our common
stock on December 31, 2006.(4)
    
    The Involuntary or Good Reason Termination amounts represent two years acceleration of the
vesting of the named executive officers outstanding stock options (except for Mr. Blair who
only receives one year of acceleration). The Change of Control amounts represent full vesting
of the named executive officers outstanding stock options. Value is based on $29.42, the
closing price of our common stock on December 31, 2006.(5)
    
    The Involuntary or Good Reason Termination amounts represent two years acceleration of the
vesting of the named executive officers restricted common stock (except for Mr. Blair who
only receives one year of acceleration). The Death or Disability and Change of Control
amounts represent full vesting of the named executive officers restricted common stock.
Value is based on $29.42, the closing price of our common stock on December 31, 2006. 
 -21-




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Employment Agreements with Named Executive Officers
  
    
    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 annual base salary for 2007 for each of the named executive officers is as follows:
 2007
    
    
    2006Mark F. ONeil
    
    $
    510,000
    
    
    $
    495,040Robert J. Cox III
    
    $
    280,000
    
    
    $
    260,000John A. Blair
    
    $
    268,000
    
    
    $
    260,000Eric D. Jacobs
    
    $
    270,000
    
    
    $
    260,000Raj Sundaram
    
    $
    268,000
    
    
    $
    260,000
 
    
    Each named executive officer is eligible to receive an annual performance-based cash bonus. Each year, the amount of
such bonus, if any, is determined based upon our performance relative to certain performance benchmark targets.
 
    
    Each named executive officer is prohibited from competing with us or soliciting our employees or customers during the
term of his employment and for a period of two years thereafter, and from disclosing our confidential or proprietary
information indefinitely.
 
    
    In the event that a named executive officers employment is terminated by us without cause or by the executive for
good reason, the named executive officer will be entitled to continue to participate in our health and welfare
benefit plans for a period of one year following termination and to continue to be paid his base salary for a period of
two years following termination. Additionally, the named executive officer shall be entitled to receive a pro rata
annual bonus based on the percentage of the year worked through the date of termination. Notwithstanding the foregoing,
in no event will any named executive officer be entitled to receive any such payment or benefits after he or she
violates any non-compete, non-disclosure or non-solicit covenant. Cause means any of the following: (i) the executive
officers conviction for a felony, commission of fraud or embezzlement upon us; (ii) the executive officers commission
of any willful act intended to injure our reputation, business, or business relationships; (iii) the refusal or failure
to perform his duties with us in a competent and professional manner (in certain cases, with a cure period of ten
business days); or (iv) the refusal or failure of the executive officer to comply with any of his material obligations
under his employment agreement (in certain cases, with a cure period of ten business days). Good reason means any of
the following: (i) a material breach by us of an executive officers employment agreement or in connection with our
stock incentive plans (which has not been cured within the allotted time); (ii) a material reduction of an executive
officers title or duties or the assignment to the officer of any duties materially inconsistent with his or her then
current position; (iii) any material reduction in the executive officers salary or benefits; (iv) the failure of any
successor entity to assume the terms of the executive officers employment agreement upon a change of control; (v)
relocation of the officers location a distance of 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
 -22-




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##### Table of Contents



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 the parent company, change of control also means the occurrence of any of the
above with respect to such subsidiary.
    
    Each named executive officer is entitled to a gross-up payment
that, on an after-tax basis, is equal to the taxes imposed on the
severance payment under the named executive officers employment
agreement in the event any payment or benefit to the named
executive officer is considered an excess parachute payment and
subject to an excise tax imposed by Section 4999 of the Internal
Revenue Code.
    
    In the event that any of our named executive officers procures
subsequent employment during the period during which they are
entitled to a severance payment, then their future severance
payments shall be reduced to the lesser of (i) 50% of the
executives salary or (ii) 50% of the executives base
compensation received for subsequent employment, commencing on the
date the executive commences providing services in his new
capacity.
  
    
    Mr. Blairs contract has a term of five years from May 25, 2005.
 
    
    In the event that Mr. Blairs employment is terminated by us without cause
or by him for good reason, he shall be credited with twelve months of
accelerated vesting with respect to any stock options. Additionally, the
vested portion of his stock options shall remain exercisable for nine months
following the date of termination of his employment.Messrs. Blair and Sundaram have the following additional provisions in their employment agreements:
 
    
    They each receive a monthly payment equal to 1/12 of $1,200,000 multiplied
by the prime interest rate plus 1%, up to a maximum rate of 7% until the
note described in the subsequent bullet point is issued.
 
    
    They are each eligible to receive additional compensation payable in the
form of a note based on the fiscal performance of certain data products.
The note, when and if issued, will accrue interest monthly and is payable in
full on June 30, 2010, although it can be prepaid at any time at our option.
 
    
    They each signed a separate Unfair Competition and Nonsolicitation Agreement
in which they agreed not to solicit from or compete with our ALG business
for a period of 10 years from May 25, 2005.
 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
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##### Table of Contents



Matters.
 EQUITY COMPENSATION PLAN INFORMATION
  Number of SecuritiesRemaining AvailableNumber of Securities
    
    Weighted-Average
    
    for Future Issuanceto be Issued Upon
    
    Exercise Price of
    
    Under EquityExercise of
    
    Outstanding
    
    Compensation PlansOutstanding Options,
    
    Options, Warrants
    
    (excluding securitiesWarrants and Rights
    
    and Rights
    
    in column a)(a)
    
    (b)
    
    (c)Equity compensation plans approved by stockholders
Stock option plans(1)
    
    
    3,897,448
    
    
    $
    9.2395
    
    
    
    518,2932005 Employee Stock Purchase Plan
    
    
    
    
    
    
    N/A
    
    
    
    1,457,863Equity compensation plans not approved by stockholders
    
    
    
    
    
    
    
    
    
    
    Total
    
    
    3,897,448
    
    
    
    
    
    
    
    1,976,156
 
 (1)
    
    Consists of the 2001 Stock Option Plan and the 2005 Incentive Award Plan. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  Number of Shares
    
    PercentShares
    
    Beneficially Owned
    
    OwnedMark F. ONeil(1)
    
    
    1,308,848
    
    
    
    3.23
    %John A. Blair(2)
    
    
    195,947
    
    
    
    
    *Robert J. Cox III (3)
    
    
    265,052
    
    
    
    
    *Eric D. Jacobs (4)
    
    
    222,040
    
    
    
    
    *Vincent Passione (5)
    
    
    465,405
    
    
    
    1.17Raj Sundaram (6)
    
    
    119,789
    
    
    
    
    *Mary Cirillo-Goldberg (7)
    
    
    116,335
    
    
    
    
    *Steven J. Dietz (8)
    
    
    1,151,901
    
    
    
    2.91
    %Thomas R. Gibson . (9)
    
    
    25,000
    
    
    
    
    *Thomas F. Gilman
    
    
    
    
    
    
    John J. McDonnell, Jr. (10)
    
    
    27,000
    
    
    
    
    *James David Power III (11)
    
    
    46,250
    
    
    
    
    *Howard L. Tischler (12)(14)
    
    
    5,460,824
    
    
    
    13.78
    %All current directors and current executive
officers as a group (17 persons) (13)
    
    
    9,468,697
    
    
    
    22.97
    %First Advantage Corporation and related entities (14)
100 Carillon Parkway , St. Petersburg, FL 33716
    
    
    5,428,824
    
    
    
    13.7
    %FMR Corp.
    
    
    3,120,214
    
    
    
    7.88
    %Fred Alger Management, Inc. (20)
    
    
    2,030,000
    
    
    
    5.12
    %111 Fifth Avenue, New York, NY 10003
 
 *
    
    Indicates less than 1%(1)
    
    Includes 855,535 shares which Mr. ONeil has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options. Also includes (i) 90,686 shares held by
The Mark F. ONeil Qualified -24-




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##### Table of Contents



Grantor Retained Annuity Trust, of which Mr. ONeil is the trustee, (ii) 51,164 shares held
by Monique ONeil, the wife of Mr. ONeil and (iii) 258,750 shares of restricted common
stock. Monique ONeil is also a limited partner of GRP II Partners. Through this partnership
interest, she has an indirect financial interest in approximately 1,164 shares of our common
stock which is included in the total.(2)
    
    Includes 25,998 shares which Mr. Blair has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options and 31,250 shares of restricted common
stock.(3)
    
    Includes 163,283 shares which Mr. Cox has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options and 88,500 shares of restricted common
stock.(4)
    
    Includes 137,041 shares which Mr. Jacobs has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options. Also includes (i) 6,134 shares held by
The Eric D. Jacobs Grantor Retained Annuity Trust, of which Mr. Jacobs is the trustee, and
(ii) 74,000 shares of restricted common stock.(5)
    
    Includes 200,000 shares which Mr. Passione has the right to acquire within 60 days
after March 31, 2007 upon the exercise of stock options. Also includes 35,336 shares held
by the 2005 Vincent Passione Grantor Retained Annuity Trust, of which Mr. Passiones wife
and sister are the trustees.(6)
    
    Includes 15,832 shares which Mr. Sundaram has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options. Also includes 57,750 shares of
restricted common stock.(7)
    
    Includes 36,250 shares which Ms. Cirillo-Goldberg has the right to acquire within 60
days after March 31, 2007 upon the exercise of stock options and 5,834 shares of restricted
common stock.(8)
    
    Includes 20,000 shares which Mr. Dietz has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options and 5,834 shares of restricted common
stock. Also includes (i) 2,040,008 shares of common stock held by GRP II, L.P., or GRP II,
(ii) 145,589 shares of common stock held by GRP II Investors, L.P., or GRP II Investors,
and (iii) 51,905 shares of common stock held by GRP II Partners, L.P., or GRP II Partners.
GRPVC, L.P., or GRPVC, is the general partner of each of GRP II and GRP II Partners and GRP
Management Services Corp., or 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.(9)
    
    Includes 10,000 shares which Mr. Gibson has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options and 5,834 shares of restricted common
stock.(10)
    
    Includes 10,000 shares which Mr. McDonnell has the right to acquire within 60 days
after March 31, 2007 upon the exercise of stock options and 5,834 shares of restricted
common stock.(11)
    
    Includes 36,250 shares which Mr. Power has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options and 5,834 shares of restricted common
stock.(12)
    
    Includes 20,000 shares which Mr. Tischler has the right to acquire within 60 days after
March 31, 2007 upon the exercise of stock options and 5,834 shares of restricted common
stock.(13)
    
    Includes 1,618,384 shares which this group has the right to acquire within 60 days
after March 31, 2007 upon the exercise of stock options and 734,750 shares of restricted
common stock.(14)
    
    Consists of 5,428,824 shares of common stock held by First American Credit Management
Solutions, Inc., or CMSI, a direct, wholly-owned subsidiary of First Advantage Corporation,
a publicly traded company. First Advantage Corporation may be deemed a beneficial owner of
the shares held by CMSI, however, it disclaims beneficial ownership except to the extent of
its pecuniary interest. Mr. Howard L. Tischler is Group President of First Advantage Dealer
Services, an affiliate of CMSI. Mr. Tischler disclaims beneficial ownership of these shares
except to the extent of his pecuniary interest therein.(15)
    
    The shares shown as beneficially owned by FMR Corp. were reported in its Schedule 13G
filed with the SEC on February 14, 2007.(16)
    
    The shares shown as beneficially owned by Fred Alger Management, Inc. were reported in
its Schedule 13G filed with the SEC on February 12, 2007. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence.
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##### Table of Contents



DIRECTOR INDEPENDENCE
  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 Policies and Procedures With Respect to Related Party Transactions
  Transactions with Other Five Percent Stockholders
 First American Credit Management Solutions, Inc.
 Current Equity Ownership.
 Joint Marketing Agreement.
  CreditReportPlus Agreement.
 CMSI Agreements.
 Non-Competition Agreement.
 Bar None Agreement
 Director.
 -26-




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##### Table of Contents



Registration Rights
  
    
    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.
  Earn Out Provision
  Former Five Percent Stockholders
  
    
    AmeriCredit Financial Services, Inc., through its affiliate ACF Investment Corp.;
    
    Capital One Auto Finance, Inc., in its own name and through Onyx Acceptance Corporation,
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, through its affiliate J.P. Morgan Partners;
    
    Wells Fargo & Company, through its affiliates Wells Fargo Financial, Inc. and Wells
Fargo Small Business Investment Company, Inc., and Wells Fargo Financial, Inc.; and
    
    WFS Financial, Inc., a subsidiary of Wachovia Corporation, through its affiliate WFS Web
Investments.
 -27-




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##### Table of Contents



ACF Investment Corp.
 Financing Source Customer.
 Capital One Auto Finance, Inc.
 Financing Source Customers.
 J.P. Morgan Partners
 Financing Source Customers.
 License Agreement.
 Banking and Insurance.
 Credit Facilities.
 Wells Fargo Small Business Investment Company, Inc. and Wells Fargo Financial, Inc.
 Financing Source Customers.
 Wachovia Corporation
 Financing Source Customer.
 Underwriting and Credit Facilities
 -28-




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##### Table of Contents



Item 14. Principal Accountant Fees and Services.
 PRINCIPAL ACCOUNTANT FEES AND SERVICES
  2006
    
    
    2005Audit fees(1):
    
    $
    1,604,625
    
    
    $
    2,973,615Audit-related fees(2):
    
    
    62,600
    
    
    
    31,669Tax fees(3):
    
    
    
    
    
    
    68,650All other fees(4):
    
    
    35,000
    
    
    
    Total:
    
    $
    1,702,225
    
    
    $
    3,073,934
 
 (1)
    
    Audit fees consisted of audit work performed on our consolidated financial statements, as
well as work normally performed by the independent registered public accounting firm in connection
with statutory and regulatory filings. Amounts for 2005 have been adjusted to include $742,626
billed in 2006 that had been accrued in 2005.(2)
    
    Audit-related fees consisted of audits of our employee benefit plan, as well as work related to
acquisitions.(3)
    
    Tax fees are fees associated with tax compliance.(4)
    
    All other fees related to work associated with Regulation AB compliance.   
 PART IV
 
 Item 15. Exhibits
 15(a)(3) Exhibits
  -29-




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##### Table of Contents



SIGNATURE
   DealerTrack Holdings, Inc.
(Registrant)By: /s/ Robert J. Cox IIIRobert J. Cox III
Senior Vice President, Chief Financial Officer
and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
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##### Table of Contents



EXHIBIT INDEX
 Number
    
    Description3.1 (4)
    
    Form of Fifth Amended and Restated Certificate of Incorporation of DealerTrack Holdings, Inc.3.2 (4)
    
    Form of Amended and Restated By-laws of DealerTrack Holdings, Inc.4.1 (1)
    
    Fourth Amended and Restated Registration Rights Agreement, dated as of March 19, 2003, among
DealerTrack Holdings, Inc. and the stockholders of DealerTrack Holdings, Inc. party thereto.4.2 (3)
    
    Form of Certificate of Common Stock.10.1 (1)
    
    Credit Agreement, dated as of April 15, 2005, by and among DealerTrack, Inc., DealerTrack
Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc., J.P. Morgan Securities
Inc. and Lehman Brothers Inc., as joint bookrunners, J.P. Morgan Securities Inc., Lehman
Brothers Inc. and Wachovia Securities Inc., as arrangers, JPMorgan Chase Bank, N.A., as
administrative agent and letter of credit issuing bank, Lehman Commercial Paper Inc., as
syndication agent, and Wachovia Bank, National Association, as documentation agent.10.2 (1)
    
    Guarantee and Security Agreement, dated as of April 15, 2005, by and among DealerTrack,
Inc., DealerTrack Holdings, Inc., certain subsidiaries of DealerTrack Holdings, Inc. and
JPMorgan Chase Bank, N.A., as administrative agent.10.3 (2)
    
    Transition Services Agreement, dated as of March 19, 2003, by and among DealerTrack
Holdings, Inc., Credit Online, Inc., DealerTrack, Inc., First American Credit Management
Solutions, Inc. and First American Real Estate Solutions, LLC.10.4 (2)
    
    Joint Marketing Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings,
Inc., DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First
American Real Estate Solutions, LLC.10.5 (2)
    
    First Amendment to the Joint Marketing Agreement by and among DealerTrack Holdings, Inc.,
DealerTrack, Inc., Credit Online, Inc. and First American CREDCO, a division of First
American Real Estate Solutions, LLC, dated as of December 1, 2004.10.6 (2)
    
    Agreement between DealerTrack, Inc. and CreditReportPlus, LLC, dated as of December 1, 2004.10.7 (2)
    
    Application Service Provider Contract, dated as of April 15, 2005, between First American
Credit Management Solutions, Inc. and DealerTrack, Inc.10.9 (2)
    
    Non-Competition Agreement, dated as of March 19, 2003, by and among DealerTrack Holdings,
Inc., Credit Online, Inc., First American Credit Management Solutions, Inc. and The First
American Corporation.10.10 (2)
    
    License Agreement, made and entered into as of February 1, 2001, by and between The Chase
Manhattan Bank and J.P. Morgan Partners (23A SBIC Manager), Inc.10.11 (2)
    
    Asset Purchase Agreement, dated as of May 25, 2005, by and among Santa Acquisition
Corporation, Automotive Lease Guide (alg), LLC, Automotive Lease Guide (alg) Canada, Inc.,
Douglas W. Aiken, John A. Blair and Raj Sundaram.10.12 (1)
    
    Employment Agreement, dated as of May 26, 2005, by and between Mark F. ONeil and
DealerTrack Holdings, Inc.10.13 (5)
    
    Employment Agreement, dated as of May 25, 2005, by and between John A. Blair and Automotive
Lease Guide (alg), Inc.10.14 (5)
    
    Unfair Competition and Nonsolicitation Agreement, dated as of May 25, 2005, by and between
John A. Blair and Automotive Lease Guide (alg), Inc.10.15 (1)
    
    Employment Agreement, dated as of May 26, 2005, by and between Eric D. Jacobs and
DealerTrack Holdings, Inc.10.16+
    
    Employment Agreement, dated as of August 21, 2006, by and between Raj Sundaram and
DealerTrack, Inc.10.17+
    
    Employment Agreement, dated as of May 25, 2005, by and between Robert Cox and DealerTrack,
Inc.10.18 (1)
    
    2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of August 10, 2001.10.19 (1)
    
    First Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc., effective as of
December 28, 2001.
 -31-




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##### Table of Contents



Number
    
    Description10.20 (1)
    
    Second Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc.,
effective as of March 19, 2003.10.21 (1)
    
    Third Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc.,
effective as of January 30, 2004.10.22 (6)
    
    Fourth Amendment to 2001 Stock Option Plan of DealerTrack Holdings, Inc.
effective as of February 10, 2006.10.23 (1)
    
    2005 Incentive Award Plan, effective as of May 26, 2005.10.24 (8)
    
    First Amendment to the 2005 Incentive Award Plan, effective as of August 2, 2006.10.25 (5)
    
    Form of Stock Option Agreement.10.26 (5)
    
    Form of Restricted Stock Agreement.10.27 (1)
    
    Senior Executive Incentive Bonus Plan, effective as of May 26, 2005.10.28+
    
    Stock Ownership and Retention Program, adopted May 26, 2005.10.29 (1)
    
    Employee Stock Purchase Plan, adopted May 26, 2005.10.30 (1)
    
    Directors Deferred Compensation Plan, effective as of June 30, 2005.10.31 (1)
    
    Employees Deferred Compensation Plan, effective as of June 30, 2005.10.32 (1)
    
    401(k) Plan, effective as of January 1, 2001, as amended.10.34+
    
    Letter Agreement, dated October 23, 2006, from DealerTrack, Inc. to Raj Sundaram
regarding relocation.10.35+
    
    Unfair Competition and Nonsolicitation Agreement, dated as of May 25, 2005, by
and between Raj Sundaram and Automotive Lease Guide (alg), Inc.10.36+
    
    Amendment No. 1 to Unfair Competition and Nonsolicitation Agreement, made as of
August 21, 2006, by and between Automotive Lease Guide (alg), Inc. and Raj
Sundaram.10.37 (2)
    
    Lease Agreement, dated as of August 5, 2004, between iPark Lake Success, LLC and
DealerTrack, Inc.10.38 (4)
    
    Lender Integration Support Agreement, dated as of September 1, 2005, between
First American CMSI Inc. and DealerTrack, Inc.10.39 (7)
    
    Shares Purchase Agreement, made as of January 16, 2007, among certain
shareholders of Curomax Corporation and all of the shareholders of 2044904
Ontario Inc., 2044903 Ontario Inc. and 2044905 Ontario Inc. and 6680968 Canada
Inc.14.1 (6)
    
    Code of Business Conduct and Ethics.21.1+
    
    List of Subsidiaries.23.1+
    
    Consent of PricewaterhouseCoopers LLP.31.1+
    
    Certification of Mark F. ONeil pursuant to Rule 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.2+
    
    Certification of Robert J. Cox III pursuant to Rule 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.3*
    
    Certification of Mark F. ONeil pursuant to Rule 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.31.4*
    
    Certification of Robert J. Cox III pursuant to Rule 13a-14(a) and 15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.32.1+
    
    Certification of Mark F. ONeil and Robert J. Cox III pursuant 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
 
 *
    
    Filed herewith.+
    
    Previously filed.(1)
    
    Incorporated by reference to our Registration Statement on Form S-1 (File No.
333-126944) filed July 28, 2005.(2)
    
    Incorporated by reference to Amendment No. 1 to our Registration Statement on
Form S-1 (File No. 333-126944) filed September 22, 2005.(3)
    
    Incorporated by reference to Amendment No. 2 to our Registration Statement on
Form S-1 (File No. 333-126944) filed October 12, 2005.(4)
    
    Incorporated by reference to Amendment No. 3 to our Registration Statement on
Form S-1 (File No. 333-126944) filed October 24, 2005.(5)
    
    Incorporated by reference to our Quarterly Report on Form 10-Q filed May 12, 2006.(6)
    
    Incorporated by reference to our Annual Report on Form 10-K filed March 30, 2006.(7)
    
    Incorporated by reference to our Current Report on Form 8-K dated January 16,
2007 filed January 18, 2007.(8)
    
    Incorporated by reference to our Registration Statement on Form S-1 (File No.
333-136929) filed August 28, 2006. -32-