##### Table of Contents



UNITED
    STATES SECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
    20549
  Form 10-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
    December 31, 2006oro

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF 1934   Commission file number
    000-51653
      DEALERTRACK HOLDINGS,
    INC.
 (Exact name of registrant as
    specified in its charter)\
      Delaware(State or other
    jurisdiction
    of incorporation or organization)

52-2336218(I.R.S. Employer
    Identification Number)   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(Title of each
    class)

The NASDAQ Stock Market, LLC(Name of exchange on
    which registered)   Securities registered pursuant to Section 12(g) of the
    Act: None
      o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2.)
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 



TABLE OF
    CONTENTS
  PageItem 1.


Business


1Item 1A.


Risk
    Factors


14Item 1B.


Unresolved Staff
    Comments


26Item 2.


Properties


27Item 3.


Legal
    Proceedings


27Item 4.


Submission of
    Matters to a Vote of Security Holders


28Item 5.


Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


28Item 6.


Selected
    Consolidated Financial Data


29Item 7.


Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


30Item 7A.


Quantitative and
    Qualitative Disclosures About Market Risk


51Item 8.


Financial
    Statements and Supplementary Data


52Item 9.


Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


88Item 9A.


Controls and
    Procedures


88Item 9B.


Other
    Information


89Item 10.


Directors and
    Executive Officers of the Registrant


89Item 11.


Executive
    Compensation


89Item 12.


Security Ownership
    of Certain Beneficial Owners and Management and Related
    Stockholder Matters


90Item 13.


Certain
    Relationships and Related Transactions


90Item 14.


Principal
    Accounting Fees and Services


90Item 15.


Exhibits, Financial
    Statement Schedules


91EX-23.1: CONSENT OF
    PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONSEX-10.16: EMPLOYMENT AGREEMENTEX-10.17: EMPLOYMENT AGREEMENTEX-10.28: STOCK OWNERSHIP AND RETENTION PROGRAMEX-10.34: LETTER AGREEMENTEX-10.35: UNFAIR COMPETITION AND NONSOLICITATION AGREEMENTEX-10.36: AMENDMENT NO.1 TO UNFAIR COMPETITION AND NONSOLICITATION AGREEMENTEX-21.1: LIST OF SUBSIDIARIESEX-23.1: CONSENT OF PRICEWATERHOUSECOOPERS LLPEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATION




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PART I  Item 1.
    Business  Certain statements in this Annual Report on
    Form 10-K
    are forward-looking statements within the meaning of
    Section 27A of the Securities Act of 1933, as amended (the
    Securities Act), and Section 21E of the
    Securities Exchange Act of 1934, as amended (the Exchange
    Act). These statements involve a number of risks,
    uncertainties and other factors that could cause our actual
    results, performance or achievements to be materially different
    from any future results, performance or achievements expressed
    or implied by these forward-looking statements. Factors which
    could materially affect such forward-looking statements can be
    found in the section entitled Risk Factors in
    Part 1, Item 1A. in this Annual Report on
    Form 10-K.
    Investors are urged to consider these factors carefully in
    evaluating the forward-looking statements and are cautioned not
    to place undue reliance on such forward-looking statements. The
    forward-looking statements made herein are only made as of the
    date hereof and we will undertake no obligation to publicly
    update such forward-looking statements to reflect subsequent
    events or circumstances.
  References in this Annual Report on
    Form 10-K
    to DealerTrack, the Company,
    Our or We are to DealerTrack Holdings,
    Inc., a Delaware corporation,
    and/or its
    subsidiaries.
  Overview
         1




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www.dealertrack.com. Form 10-K, 10-Q, Form 8-K, www.sec.gov.
  Our
    Business
  out-of-date
      Our
    Solutions
    Dealers
   2




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Financing
    Sources
  and/or
  Aftermarket
    Providers
  tm
  Other
    Service and Information Providers
   3




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Our
    Web-based Network
    Our
    Growth Strategy
    Expand
    Our Customer Base
    Sell
    Additional Products and Services to Our Existing
    Customers
    Expand
    Our Product and Service Offerings
   4




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Pursue
    Acquisitions and Strategic Alliances
  and/or
 5




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Our
    Products and Services
  and/or
  
   Stage

Products and Services

Subscription/TransactionPre-Sales Marketing and
    Prospecting:

 ALG Residual Value
    Guides

 Subscription Chrome
    Carbook®

 Subscription PC
    Carbook®

 Subscription Carbook Fleet Edition

 Subscription Lead Manager

 Transaction WebsitePlustm

 SubscriptionSales:

 Credit Reports

 Transaction SalesMakertm

 SubscriptionFinance and InsuranceFinancing:

 BookOut

 Subscription ToolKittm(includes our credit application processing product)

 Transaction DealWatchtm

 Subscription ExactIDtm

 TransactionAftermarket Sales:

 DealerTrack
    eMenutm

 Subscription DealerTrack
    Aftermarket
    Networktm

 TransactionContracting:

 DealTransfertm

 Subscription eContracting

 Subscription and
    Transaction eDocs

 TransactionData and Reporting:

 Activity
    Reportstm

 Subscription ALG Data Services

 Subscription and
    Transaction Chrome New Vehicle Data

 Subscription Chrome VIN Search Data

 Subscription InventoryPro (new in
    2007)

 Subscription    6




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Pre-Sales
    Marketing and Prospecting
  Chrome
    Carbook®,
    PC
    Carbook®
    and Carbook Fleet Edition
  Lead Manager
  WebsitePlus tm
  Sales
  Credit Reports and/or
  SalesMaker tm
  Finance
    and Insurance
  ALG Residual Value Guides
  BookOut
  ToolKit tm
 7




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DealWatch tm
  ExactID tm
  DealerTrack
    eMenu tm
  DealerTrack Aftermarket
    Network tm
  DealTransfer tm
  eContracting and eDocs
  Data
    and Reporting
  ActivityReport tm
  ALG Data Services
 8




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Chrome New Vehicle Data
  Chrome VIN Search Data
  InventoryPro
  International
      Technology
    Web-Based
    Interface
  easy-to-use
  Partner
    Integration
   9




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Infrastructure
    Security
      Customer
    Development and Retention
  Sales
    Training
    Marketing
    
    participation in, and sponsorship of, user conferences, trade
    shows and industry events;
    using our website to offer our services and to provide product
    and company information;
    cooperative marketing efforts with financing sources,
    aftermarket providers and other partners, including joint press
    announcements, joint trade show activities, channel marketing
    campaigns and joint seminars; 10




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
    hosting events to publicize our products and services to
    existing customers and prospects;
    facsimile, direct mail and email campaigns;
    advertising in automotive trade magazines and other
    periodicals; and
    providing news updates through frequent press releases and
    publishing thought leadership in media outlets and DealerTrack
    publications.  Customer
    Service
  e-mail e-mail
  Customers
    Competition
    
    web-based automotive finance credit application processors,
    including CUDL and RouteOne;
    proprietary finance credit application processing systems,
    including those used and provided to dealers by American Honda
    Finance Corp. and Volkswagen Credit;
    dealer management system providers, including ADP, Inc. and The
    Reynolds and Reynolds Company;
    automotive retail sales desking providers, including ADP, Inc.
    and Market Scan Information Systems, Inc.;
    vehicle configuration providers, including Autodata Solutions
    Company, R.L. Polk & Co. and JATO Dynamics, Inc.;
    providers of services related to aftermarket products, including
    JM&A Group and the StoneEagle Group; and
    providers of inventory analytic tools, such as American Auto
    Exchange, First Look, LLC and Manheim Auctions, Inc.   11




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Government
    Regulation
      Consumer
    Privacy and Data Security Laws
         12




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Fair
    Credit Reporting Act
    State
    Laws and Regulations
    Revised
    Uniform Commercial Code
    Section 9-105,
    E-SIGN and
    UETA
  Section 9-105
  Internet
    Regulation
   13




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Intellectual
    Property
      Industry
    Trends
    Employees
    Item 1A.
    Risk
    Factors  Form 10-K.
  We may
    be unable to continue to compete effectively in our
    industry.
   14




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We may
    face increased competition from RouteOne and the captive
    financing source affiliates of the manufacturers that have
    formed RouteOne.
  and/or and/or
  Some
    vendors of software products used by automotive dealers,
    including certain of our competitors, are designing their
    software and using financial incentives to make it more
    difficult for our customers to use our products and
    services.
    Our
    systems and network may be subject to security breaches,
    interruptions, failures
    and/or other
    errors or may be harmed by other events beyond our
    control.
  Our
    systems may be subject to security breaches.
   15




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Our
    network may be vulnerable to interruptions or
    failures.
    Undetected
    errors in our software may harm our operations.
    Our
    systems may be harmed by events beyond our control.
   16




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Our
    failure or inability to execute any element of our business
    strategy could adversely affect our operations.
    
    selling additional products and services to our existing
    customers;
    expanding our customer base;
    expanding our product and service offerings; and
    pursuing acquisitions and strategic alliances.      We
    have a very limited operating history.
    
    minimize security concerns;
    increase and retain the number of financing sources and
    automotive dealers that are active in our network;
    build brand recognition of our network products and services
    among dealership employees;
    prevent and respond quickly to service interruptions;
    develop our technology, new products and services;
    reduce the time involved in integrating new financing sources
    and other third parties into our network; and
    continue to attract, hire, motivate and retain qualified
    personnel.      Our
    revenue, operating results and profitability will vary from
    quarter to quarter, which may result in volatility in our stock
    price.
   17




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
    the volume of new and used automobiles financed or leased by our
    participating financing source customers;
    the timing, size and nature of our subscriptions;
    automobile manufacturers or their captive financing sources
    offering special incentive programs such as discount pricing or
    low cost financing;
    the timing of our acquisitions of businesses, products and
    services;
    unpredictable sales cycles;
    the number of weekends, holidays and Mondays in a particular
    quarter;
    product and price competition regarding our products and
    services and those of our participating financing sources;
    changes in our operating expenses;
    the timing of introduction and market acceptance of new
    products, services or product enhancements by us or our
    competitors;
    foreign currency fluctuations; and
    personnel changes and fluctuations in economic and financial
    market conditions.  period-to-period
  We may
    be unable to develop and bring products and services in
    development and new products and services to market in a timely
    manner.
    Economic
    trends that affect the automotive retail industry may have a
    negative effect on our business.
   18




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We are
    subject, directly and indirectly, to extensive and complex
    federal and state regulation and new regulations
    and/or
    changes to existing regulations may adversely affect our
    business.
  The
    indirect automotive financing and automotive retail industries
    are subject to extensive and complex federal and state
    regulation.
      and/or and/or
  The use
    of our electronic contracting product by financing sources is
    governed by relatively new laws.
    New
    legislation or changes in existing legislation may adversely
    affect our business.
   19




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We
    utilize certain key technologies from, and integrate our network
    with, third parties and may be unable to replace those
    technologies if they become obsolete, unavailable or
    incompatible with our products or services.
    We may
    be unable to adequately protect, and we may incur significant
    costs in defending, our intellectual property and other
    proprietary rights.
     20




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A
    license agreement we have with a financing source customer
    restricts our ability to utilize the technology licensed under
    this agreement beyond the automotive finance
    industry.
  sub-license
  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.
  and/or
  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.
   21




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We
    have made strategic acquisitions in the past and intend to do so
    in the future. If we are unable to find suitable acquisitions or
    partners or to achieve expected benefits from such acquisitions
    or partnerships, there could be a material adverse effect on our
    business, prospects, financial condition and results of
    operations.
      
    integration and restructuring costs, both one-time and ongoing;
    maintaining sufficient controls, policies and procedures;
    diversion of managements attention from ongoing business
    operations;
    establishing new informational, operational and financial
    systems to meet the needs of our business;
    losing key employees, customers and vendors;
    failing to achieve anticipated synergies, including with respect
    to complementary products or services; and
    unanticipated and unknown liabilities.    Any
    acquisitions that we complete may dilute your ownership interest
    in us, may have adverse effects on our business, prospects,
    financial condition and results of operations and may cause
    unanticipated liabilities.
    We may
    not successfully integrate recent or future
    acquisitions.
   22




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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;
    agree to payment restrictions;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our or the applicable subsidiarys
    assets;
    enter into transactions with our or the applicable
    subsidiarys affiliates;
    incur liens; and
    designate any of our, or the applicable subsidiarys,
    future subsidiaries as unrestricted subsidiaries.      We are
    dependent on our key management, direct sales force and
    technical personnel for continued success.
      If we
    fail to effectively manage our growth, our financial results
    could be adversely affected.
   23




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We may
    need additional capital in the future, which may not be
    available to us, and if we raise additional capital, it may
    dilute our stockholders 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.      Our
    future success depends substantially on continued growth in the
    use of the Internet by automotive dealers and the indirect
    automotive finance industry.
   24




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Insiders
    may have influence over us and could limit our other
    stockholders ability to influence the outcomes of key
    transactions, including a change of control.
    Our
    financing source customers may elect to use competing third
    party services, either in addition to or instead of our
    network.
  and/or
  The
    requirements of being a public company may strain our resources
    and distract management.
  Form 10-K,
   25




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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.      The
    price of our common stock may be volatile.
    
    price and volume fluctuations in the overall stock market from
    time to time;
    actual or anticipated changes in our earnings or fluctuations in
    our operating results or in the expectations of equity research
    analysts;
    trends in the automotive and automotive finance industries;
    catastrophic events;
    loss of one or more significant customers or strategic alliances;
    significant acquisitions, strategic alliances, joint ventures or
    capital commitments by us or our competitors;
    legal or regulatory matters, including legal decisions affecting
    the indirect automotive finance industry or involving the
    enforceability or order of priority of security interests of
    electronic chattel paper affecting our electronic contracting
    product; and
    additions or departures of key employees.    Item 1B.
    Unresolved
    Staff Comments   26




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Item 2.
    Properties      Item 3.
    Legal
    Proceedings    04-322
  No. CV06-2335
  No. 06-06864
  No. 07-215
   27




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Item 4.
    Submission
    of Matters to a Vote of Security Holders  Form 10-K.
  PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  Market
    Information
    High


LowYear Ended December 31,
    2006Fourth Quarter

$
29.98


$
21.72Third Quarter

$
23.96


$
18.80Second Quarter

$
24.18


$
20.73First Quarter

$
23.91


$
19.96Year Ended December 31,
    2005Fourth Quarter (beginning on
    December 13, 2005)

$
21.00


$
19.20   Use of
    Proceeds
        
    pay in full the $25.0 million outstanding under our term
    loan facility and the $18.5 million outstanding under our
    revolving credit facility;
    pay acquisition related notes payable to an acquiree in the
    amount of $4.1 million;
    purchase assets of WiredLogic, Inc.. for $6.0 million in
    cash;
    purchase assets of Global Fax L.L.C., Inc. for
    $24.6 million in cash;
    purchase assets of DealerWare LLC, Inc. for $5.1 million in
    cash; and
    subsequent to December 31, 2006, purchase all outstanding
    shares of Curomax Corporation for $37.2 million in cash; 28




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Dividend
    Policy
    Repurchases
      Total

MaximumNumber of

NumberShares

of SharesPurchased

Thatas Part of

May Yet beTotal Number

Average Price

Publicly

Purchasedof Shares

Paid per

Announced

Under thePeriod

Purchased

Share

Program

ProgramOctober 2006


1,219


$
25.22



n/a



n/a   Item 6.
    Selected
    Consolidated Financial Data      Form 10-K Form 10-K.
  29




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Year Ended December 31,2006


2005


2004


2003


2002(In thousands, except per share and share amounts)Consolidated Statements of
    Operations Data:Net revenue

$
173,272


$
120,219


$
70,044


$
38,679


$
11,711Income (loss) from operations


20,739



9,831



7,722



(3,270
)


(16,954
)Income (loss) before (provision)
    benefit for income taxes


26,133



8,528



7,661



(3,217
)


(16,775
)Net income (loss)

$
19,336


$
4,468


$
11,253


$
(3,289
)

$
(16,775
)Basic net income (loss) per share
    applicable to common
    stockholders(1)

$
0.54


$
0.17


$
0.45


$
(1,000.30
)

$
(23,334.99
)Diluted net income (loss) per share
    applicable to common
    stockholders(1)

$
0.51


$
0.12


$
0.02


$
(1,000.30
)

$
(23,334.99
)Weighted average shares outstanding


36,064,796



2,290,439



40,219



3,288



1,009Weighted average shares outstanding
    assuming dilution


37,567,488



3,188,180



1,025,248



3,288



1,009   As of December 31,2006


2005


2004


2003


2002(In thousands)Consolidated Balance Sheets
    Data:Cash and cash equivalents and
    short-term investments

$
171,195


$
103,264


$
21,753


$
16,790


$
13,745Working
    capital(2)


168,817



101,561



24,421



15,640



13,444Total assets


321,513



220,615



76,681



46,643



25,865Capital lease obligations (short
    and long-term), due to acquirees (short and long-term) and other
    long-term liabilities


10,103



9,984



7,999



1,100



Total redeemable convertible
    participating preferred stock










72,226



72,226



53,226Accumulated deficit


(1,230
)


(20,566
)


(25,034
)


(36,287
)


(32,997
)Total stockholders equity
    (deficit)


284,337



186,671



(20,001
)


(33,608
)


(32,747
)     (1)
    For the years ended December 31, 2005 and 2004, the basic
    and diluted earnings per share calculations include adjustments
    to net income relating to preferred dividends earned, but not
    paid, and net income amounts allocated to the participating
    preferred stockholders in order to compute net income applicable
    to common stockholders in accordance with
    SFAS No. 128, Earnings per Shareand EITF
    03-6,
    Participating Securities and the Two 
    Class Method under FASB No. 128 . For more detail,
    please see Note 2 to our consolidated financial statements.(2)
    Working capital is defined as current assets less current
    liabilities.  Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  You should read the following discussion and analysis of our
    financial condition and results of operations in conjunction
    with our consolidated financial statements and related notes
    thereto. In addition, you should read the sections entitled
    Cautionary Statements Relating to Forward-Looking
    Statements and Risk Factors in Part 1,
    Item 1A. in this Annual Report on
    Form 10-K.
  Overview
   30




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Year Ended December 31,2006


2005


2004(In thousands, exceptfor non-financial data)EBITDA and Other Business
    Statistics:EBITDA(1)

$
48,027


$
32,594


$
18,595Capital expenditures, software and
    website development costs

$
10,605


$
10,746


$
4,407Active dealers in our network as
    of end of the
    year(2)


22,147



21,155



19,150Active financing sources in our
    network as of end of
    year(3)


305



201



109     (1)
    
    EBITDA represents net income before interest (income) expense,
    taxes, depreciation and amortization. We present EBITDA because
    we believe that EBITDA provides useful information with respect
    to the performance of our fundamental business activities and is
    also frequently used by securities analysts, investors and other
    interested parties in the evaluation of comparable companies. We
    rely on EBITDA as a primary measure to review and assess the
    operating performance of our company and management team in
    connection with our executive compensation plan incentive
    payments. In addition, our credit agreement uses EBITDA (with
    additional adjustments), in part, to measure our compliance with
    covenants such as interest coverage.    
    EBITDA does not reflect our cash expenditures or future
    requirements for capital expenditures or contractual commitments;
    EBITDA does not reflect changes in, or cash requirements for,
    our working capital needs; 31




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
    EBITDA does not reflect the significant interest expense, or the
    cash requirements necessary to service interest or principal
    payments, on our debts;
    Although depreciation and amortization are non-cash charges, the
    assets being depreciated and amortized will often have to be
    replaced in the future, and EBITDA does not reflect any cash
    requirements for such replacements; and
    Other companies may calculate EBITDA differently than we do,
    limiting its usefulness as a comparative measure.      Year Ended December 31,2006


2005


2004(Dollars in thousands)Net income

$
19,336


$
4,468


$
11,253Interest income


(4,289
)


(282
)


(54
)Interest expense


268



1,585



115Provision for (benefit from)
    income taxes


6,797



4,060



(3,592
)Depreciation of property and
    equipment and amortization of capitalized software and website
    costs


8,629



4,166



4,349Amortization of acquired
    identifiable intangibles


17,286



18,597



6,524EBITDA(4)

$
48,027


$
32,594


$
18,595   (2)
    
    We consider a dealer to be active as of a date if the dealer
    completed at least one revenue-generating credit application
    processing transaction using the DealerTrack network during the
    most recently ended calendar month.(3)
    
    We consider a financing source to be active in our network as of
    a date if it is accepting credit application data electronically
    from dealers in the DealerTrack network.(4)
    
    For the year ended December 31, 2006, EBITDA includes
    $1.4 million in other income resulting from the
    DealerAccess purchase price adjustment, as described below under
    the section titled Recent Events.  Revenue
  Transaction Services Revenue.
  Subscription Services Revenue.
 32




---



##### Table of Contents



Cost of
    Revenue and Operating Expenses
  Cost of Revenue.
    Product Development Expenses.
  Selling, General and Administrative
    Expenses.
    Acquisitions
       33




---



##### Table of Contents



Acquisition-Related
    Amortization Expense
  Form 10-Q
  Critical
    Accounting Policies and Estimates
     34




---



##### Table of Contents



Revenue
    Recognition
  Revenue Recognition in Financial Statements No. 00-21, Revenue Arrangements with Multiple Deliverables. SOP 97-2, Software Revenue Recognition.
  Transaction Services Revenue.
  Set-up
    Subscription Services Revenue. set-up
    Allowance
    for Doubtful Accounts
   35




---



##### Table of Contents



Goodwill,
    Other Intangibles and Long-lived Assets
  Goodwill and Other Intangible
    Assets
  No. D-101,
      Income
    Taxes
  Accounting for Income
    Taxes,
 36




---



##### Table of Contents



Stock-Based
    Compensation
        Transition Election
    Related to Accounting for the Tax Effects of Share-based Payment
    Awards
     37




---



##### Table of Contents



stock-for-stock
    Significant
    Factors, Assumptions and Methodologies Used in Determining Fair
    Value
  July
    2004
  2004-2009
   38




---



##### Table of Contents




    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.      20-25%
  August
    2004
   39




---



##### Table of Contents



January,
    March and April 2005
  20-25%
  May,
    June and July 2005
       40




---



##### Table of Contents



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 SEC; and
    Throughout the entire period from July 1, 2004 through
    September 30, 2005, our dealer and financing source
    customer base increased, as did the number of transactions
    processed and the number of product subscriptions.    Exercise


Fair MarketNumber of


Price Per


Value


Intrinsic ValueGrant Date


Options


Share


Per Share


Per ShareStock options:


May 2004



761,544


$
2.80


$
5.86


$
3.06July 2004



25,000



2.80



5.86



3.06August 2004



699,450



2.80



6.73



3.93May 2005



964,850



12.92



17.10



4.18June 2005



30,000



12.92



17.10



4.18July 2005



75,125



17.08



18.00



0.92Total stock options



2,555,969Restricted common stock:


May 2005



101,000



n/a



17.10



17.10June 2005



3,500



n/a



17.10



17.10July 2005



3,500



n/a



18.00



18.00December 2005



17,925



n/a



19.80



19.80Total restricted common stock



125,925   Recent
    Events
  DealerAccess
    Purchase Price Adjustment
   41




---



##### Table of Contents



Curomax
    Acquisition
    Results
    of Operations
    Year Ended December 31,2006


2005


2004(% of net revenue)Consolidated Statements of
    Operations Data:Net
    revenue(1)


100.0
%


100.0
%


100.0
%Operating costs and expenses:Cost of
    revenue(1)


40.9
%


41.7
%


42.4
%Product development


5.2
%


4.6
%


3.2
%Selling, general and administrative


41.9
%


45.5
%


43.4
%Total operating costs and expenses


88.0
%


91.8
%


89.0
%Income from operations


12.0
%


8.2
%


11.0
%Interest income


2.5
%


0.2
%


0.1
%Interest expense


(0.2
)%


(1.3
)%


(0.2
)%Other income


0.8
%






Income before (provision) benefit
    for income taxes


15.1
%


7.1
%


10.9
%(Provision) benefit for income
    taxes


(3.9
)%


(3.4
)%


5.1
%Net income


11.2
%


3.7
%


16.0
%     Year Ended December 31,2006

2005

2004(% of net revenue)(1) Related party revenue


19.3
%


24.1
%


27.2
%Related party cost of revenue


1.1
%


2.7
%


4.7
%  42




---



##### Table of Contents



Years
    Ended December 31, 2006 and 2005
  Revenue
    Transaction Services Revenue.
  Subscription Services Revenue.
  Cost
    of Revenue and Operating Expenses
  Cost of Revenue.
  Product Development Expenses.
  Selling, General and Administrative
    Expenses.
  Interest
    Income
   43




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##### Table of Contents



Interest
    Expense
    Other
    Income
    Provision
    for Income Taxes
      Years
    Ended December 31, 2005 and 2004
  Revenue
    Transaction Services Revenue.
  Subscription Services Revenue.
 44




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##### Table of Contents



Cost
    of Revenue and Operating Expenses
  Cost of Revenue.
  Product Development Expenses.
  Selling, General and Administrative
    Expenses.
  Interest
    Expense
    (Provision)
    Benefit for Income Taxes
      Quarterly
    Results of Operations
   45




---



##### Table of Contents



First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(2)(Unaudited)(In thousands, except for share and per share data)2006Net revenue

$
37,935


$
43,414


$
46,264


$
45,659Gross profit


22,816



26,125



27,136



26,352Operating income


4,645



7,290



2,404



6,400Net income


3,436



4,655



5,566



5,679Basic net income per share
    applicable to common
    stockholders(1)


0.10



0.13



0.16



0.15Diluted net income per share
    applicable to common
    stockholders(1)

$
0.09


$
0.13


$
0.15


$
0.14Basic weighted average common
    shares outstanding


35,268,289



35,402,769



35,547,699



38,027,280Diluted weighted average common
    shares outstanding


36,718,023



36,933,366



36,989,642



39,683,653   First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(3)(Unaudited)(In thousands, except for share and per share data)2005Net revenue

$
23,271


$
29,193


$
34,380


$
33,375Gross profit


14,868



17,407



17,647



20,165Operating income


3,616



2,176



1,750



2,289Net income


2,069



1,068



649



682Basic net income per share
    applicable to common
    stockholders(1)


0.08



0.04



0.03



0.03Diluted net income per share
    applicable to common
    stockholders(1)

$
0.04


$
0.02


$
0.01


$
0.02Basic weighted average common
    shares outstanding


513,771



633,975



674,217



7,296,886Diluted weighted average common
    shares outstanding


1,139,458



1,261,611



1,635,148



8,394,814     (1)
    
    The addition of earnings per share by quarter may not equal
    total earnings per share for the year.(2)
    
    Included in the fourth quarter 2006 net income are
    (i) DealerAccess purchase price adjustment of
    $1.4 million in other income and (ii) the write-off of
    a prepaid asset in the amount of $1.1 million in cost of
    revenue. Refer to sections above for further explanation.(3)
    
    During the fourth quarter of 2005, we completed the fair value
    assessment of the acquired assets, liabilities, identifiable
    intangibles and goodwill of ALG, NAT, Chrome and Go Big. The
    final determination resulted in amounts that were previously
    classified as identifiable intangibles subsequently reclassified
    to goodwill during the fourth quarter of 2005. This change in
    estimate resulted in a decrease of $3.3 million in
    amortization expense related to acquired identifiable
    intangibles from $7.6 million during the three months ended
    September 30, 2005 to $4.3 million recorded during the
    three months ended December 31, 2005. 46




---



##### Table of Contents



Liquidity
    and Capital Resources
            Year Ended December 31,2006


2005


2004(In thousands)Net cash provided by operating
    activities

$
45,489


$
32,223


$
17,162Net cash used in investing
    activities


(168,390
)


(77,197
)


(12,424
)Net cash provided by financing
    activities


66,740



126,443



125   Operating
    Activities
   47




---



##### Table of Contents



Investing
    Activities
    Financing
    Activities
    Contractual
    Obligations
    Less Than








AfterTotal


1 Year


1-3 Years


4-5 Years


5 Years(In thousands)Operating lease obligations

$
16,292


$
2,836


$
5,993


$
3,333


$
4,130Payments due to acquirees


6,008



2,627



3,381







Payments due to departed executive


766



479



287







Total contractual cash obligation

$
23,066


$
5,942


$
9,661


$
3,333


$
4,130     gross-up
  Credit
    Facility
   48




---



##### Table of Contents




    access our, or our existing or future subsidiaries, cash
    flow and value and, therefore, to pay interest
    and/or
    principal on our other indebtedness or to pay dividends on our
    common stock;
    incur additional indebtedness;
    issue preferred stock;
    pay dividends or make distributions in respect of our, or our
    existing or future subsidiaries, capital stock or to make
    certain other restricted payments or investments;
    sell assets, including our capital stock;
    make certain investments, loans, advances, guarantees or
    acquisitions;
    enter into sale and leaseback transactions;
    agree to payment restrictions;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our or the applicable subsidiarys
    assets;
    enter into transactions with our or the applicable
    subsidiarys affiliates;
    incur liens; and
    designate any of our, or the applicable subsidiarys,
    future subsidiaries as unrestricted subsidiaries.      Off-Balance
    Sheet Arrangements
    Industry
    Trends
   49




---



##### Table of Contents



Effects
    of Inflation
    Recent
    Accounting Pronouncements
  Fair Value Measurements
  Considering the Effects of Prior Year
    Misstatements when Quantifying Misstatements in Current Year
    Financial Statements Accounting Changes & Accounting Errors.
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
 50




---



##### Table of Contents



Item 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk  Foreign
    Currency Exposure
    Interest
    Rate Exposure
  and/or
 51




---



##### 



Item 8.
    Financial
    Statements and Supplementary Data  INDEX TO
    FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE
  
  PageDEALERTRACK HOLDINGS,
    INC.:Report of
    Independent Registered Public Accounting Firm


53Consolidated
    Balance Sheets


55Consolidated
    Statements of Operations


56Consolidated
    Statements of Cash Flows


57Consolidated
    Statements of Stockholders Equity (Deficit) and
    Comprehensive Income


58Notes to
    Consolidated Financial Statements


60Schedule II 
    Valuation and Qualifying Accounts


88   52




---



##### Table of Contents



Report of
    Independent Registered Public Accounting Firm
      Consolidated
    financial statements and financial statement
    schedule
      Internal
    control over financial reporting
  Internal Control  Integrated Framework Internal Control 
    Integrated Framework
   53




---



##### Table of Contents



/s/
    PricewaterhouseCoopers
    LLP
    54




---



##### Table of Contents



DEALERTRACK
    HOLDINGS, INC.
 CONSOLIDATED
    BALANCE SHEETS  December 31,2006


2005(In thousands,except share and per share amounts)ASSETSCurrent assetsCash and cash equivalents

$
47,080


$
103,264Short-term investments


124,115



Accounts receivable 
    related party


398



5,386Accounts receivable, net of
    allowances of $4,407 and $2,664 at December 31, 2006 and
    2005, respectively


19,560



13,893Prepaid expenses and other current
    assets


4,694



3,902Deferred tax assets


2,483



910Total current assets


198,330



127,355Property and equipment, net


6,157



4,885Software and web site developments
    costs, net


10,048



8,769Intangible assets, net


37,918



39,550Goodwill


52,499



34,200Restricted cash


540



590Deferred taxes and other long-term
    assets


16,021



5,266Total assets

$
321,513


$
220,615LIABILITIES AND STOCKHOLDERS
    EQUITYCurrent liabilitiesAccounts payable

$
1,818


$
2,367Accounts payable 
    related party






2,021Accrued compensation and employee
    benefits


10,111



7,589Accrued other


11,978



8,674Deferred revenues


3,166



3,267Deferred tax liabilities






42Due to acquirees


2,440



1,447Capital leases payable






387Total current liabilities


29,513



25,794Capital leases payable 
    long-term






7Due to acquirees 
    long-term


2,982



4,957Deferred revenue and other
    long-term liabilities


4,681



3,186Total liabilities


37,176



33,944Commitments and contingencies
    (Note 13)Stockholders equityPreferred stock, $0.01 par
    value; 10,000,000 shares authorized and no shares issued
    and outstanding at December 31, 2006 and 2005, respectively






Common stock, $0.01 par value;
    175,000,000 shares authorized at December 31, 2006 and
    2005, respectively; 39,358,769 and 35,379,717 shares
    outstanding at December 31, 2006 and 2005, respectively


393



354Treasury stock, at cost, 1,219
    Shares at December 31, 2006


(31
)


Additional paid-in capital


289,490



214,471Deferred stock-based compensation
    (APB 25  deferred stock-based compensation)


(4,322
)


(7,745
)Accumulated other comprehensive
    income (foreign currency)


37



157Accumulated deficit


(1,230
)


(20,566
)Total stockholders equity


284,337



186,671Total liabilities and
    stockholders equity

$
321,513


$
220,615    55




---



##### Table of Contents



DEALERTRACK
    HOLDINGS, INC.
 CONSOLIDATED
    STATEMENTS OF OPERATIONS  Year Ended December 31,2006


2005


2004(In thousands, except per share and share amounts)RevenueNet
    revenue(1)

$
173,272


$
120,219


$
70,044Operating costs and
    expensesCost of
    revenue(1)(2)


70,843



50,132



29,665Product
    development(2)


9,153



5,566



2,256Selling, general and
    administrative(2)


72,537



54,690



30,401Total operating costs and expenses


152,533



110,388



62,322Income from operations


20,739



9,831



7,722Interest income


4,289



282



54Interest expense


(268
)


(1,585
)


(115
)Other income


1,373







Income before (provision) benefit
    for income taxes


26,133



8,528



7,661(Provision) benefit for income
    taxes,
    net(3)


(6,797
)


(4,060
)


3,592Net income

$
19,336


$
4,468


$
11,253Basic net income per share
    applicable to common
    stockholders(4)

$
0.54


$
0.17


$
0.45Diluted net income per share
    applicable to common
    stockholders(4)

$
0.51


$
0.12


$
0.02Weighted average shares outstanding


36,064,796



2,290,439



40,219Weighted average shares
    outstanding assuming dilution


37,567,488



3,188,180



1,025,248     Year Ended December 31,2006


2005


2004(In thousands)(1) Related party revenue

$
33,380


$
29,021


$
19,070Related party cost of revenue


1,840



3,216



3,306   (2)
    
    Stock-based compensation expense recorded for the years ended
    December 31, 2006, 2005 and 2004 was classified as follows:  Year Ended December 31,2006


2005


2004(In thousands)Cost of revenue

$
1,115


$
295


$
286Product development


361



95



84Selling, general and administrative


9,200



1,600



1,263   (3)
    
    See Note 11 of these financial statements for further
    information.(4)
    
    See Note 2 of these financial statements for earnings per
    share calculations.   56




---



##### Table of Contents



DEALERTRACK
    HOLDINGS, INC.
 CONSOLIDATED
    STATEMENTS OF CASH FLOWS  Year EndedDecember 31,2006


2005


2004(In thousands)Cash flows from operating
    activitiesNet income

$
19,336


$
4,468


$
11,253Adjustments to reconcile net income
    to net cash provided by operating activitiesDepreciation and amortization


25,915



22,763



10,873Deferred tax (benefit) provision


(11,600
)


2,301



(4,679
)Amortization of deferred
    stock-based compensation


10,676



1,990



1,633Provision for doubtful accounts and
    sales credits


4,838



3,664



476Gain on sale of property and
    equipment


(53
)


(26
)


(33
)Amortization of deferred interest


175



165



45Deferred compensation


214



110



Stock-based compensation windfall
    tax benefit


(2,317
)






Amortization of bank financing costs


124



411



Changes in operating assets and
    liabilities, net of effects of acquisitionsAccounts receivable


(9,290
)


(11,052
)


(2,717
)Accounts receivable 
    related party


4,988



(1,687
)


(814
)Prepaid expenses and other current
    assets


(501
)


(375
)


(1,808
)Accounts payable and accrued
    expenses


4,878



3,764



2,763Accounts payable 
    related party


(2,021
)


1,310



(316
)Deferred revenue and other current
    liabilities


(193
)


1,181



914Other long-term liabilities


180



2,329



(456
)Deferred rent


357



399



Other long-term assets


(217
)


508



28Net cash provided by operating
    activities


45,489



32,223



17,162Cash flows from investing
    activitiesCapital expenditures


(3,228
)


(3,453
)


(1,825
)Funds released from/(placed into)
    escrow and other restricted cash


50



577



(984
)Purchase of short-term investments


(214,950
)






Sale of short-term investments


90,835







Capitalized software and web site
    development costs


(3,636
)


(7,293
)


(2,302
)Proceeds from sale of property and
    equipment


58



31



5Payment for net assets acquired,
    net of acquired cash


(37,519
)


(67,059
)


(7,318
)Net cash used in investing
    activities


(168,390
)


(77,197
)


(12,424
)Cash flows from financing
    activitiesPrincipal payments on capital lease
    obligations


(394
)


(492
)


(496
)Principal payments on notes payable


(315
)






Proceeds from the exercise of
    employee stock options


2,685



1,469



621Proceeds from employee stock
    purchase plan


849







Purchase of treasury stock


(31
)






Net proceeds from bank indebtedness






47,899



Repayment of bank indebtedness






(48,500
)


Proceeds from public offerings, net
    of expenses


61,617



126,067



Stock-based compensation expense
    windfall tax benefit


2,317







Other


12







Net cash provided by financing
    activities


66,740



126,443



125Net (decrease) increase in cash and
    cash equivalents


(56,161
)


81,469



4,863Effect of exchange rate changes on
    cash and cash equivalents


(23
)


42



100Beginning of year


103,264



21,753



16,790End of year

$
47,080


$
103,264


$
21,753Supplemental
    disclosureNon cash investing and financing
    activities:Conversion of redeemable
    convertible participating preferred stock to common stock

$



$
72,226


$
Assets acquired under capital leases










280Acquisition of capitalized software
    through note payable


2,608







Accrued capitalized hardware and
    software


1,133







Goodwill adjustment


494







Deferred compensation expense
    reversal to equity


325







Cash paid for:Income taxes

$
13,707


$
2,117


$
1,071Interest


82



1,417



115    57




---



##### Table of Contents



DEALERTRACK
    HOLDINGS, INC.
  CONSOLIDATED
    STATEMENTS OF STOCKHOLDERS EQUITY (DEFICIT) AND
    COMPREHENSIVE INCOME
  Accumulated





TotalCommon Stock,


Additional


Deferred


Other





StockholdersPreferred Stock


Common Stock


In Treasury


Paid-In


Stock-Based


Comprehensive


Accumulated


Equity


ComprehensiveShares


Amount


Shares


Amount


Shares


Amount


Capital


Compensation


Income


Deficit


(Deficit)


Income(In thousands, except per share amounts)Balance as of January 1,
    2004





$




13,690















2,679











(36,287
)


(33,608
)Exercise of stock options










164,236



2











619















621Foreign currency translation
    adjustment


































100







100


$
100Deferred stock-based compensation


























5,153



(5,153
)










Stock-based compensation expense






























1,633











1,633Net income






































11,253



11,253


$
11,253Comprehensive income













































$
11,353Balance as of December 31,
    2004










177,926



2











8,451



(3,520
)


100



(25,034
)


(20,001
)Exercise of stock options










511,610



5











1,464















1,469Tax benefit from the exercise of
    stock options


























395















395Foreign currency translation
    adjustment


































57







57


$
57Deferred stock-based compensation


























4,010



(4,010
)










Issuance of restricted stock grants










125,925



1











2,204



(2,205
)










Stock-based compensation expense






























1,684











1,684Restricted stock amortization






























306











306Conversion of redeemable
    convertible participating preferred stock










26,397,589



264











71,962















72,226Issuance of common
    stock  initial public offering










8,166,667



82











125,985















126,067Net income






































4,468



4,468


$
4,468Comprehensive income













































$
4,525Balance as of December 31,
    2005





$




35,379,717


$
354










$
214,471


$
(7,745
)

$
157


$
(20,566
)

$
186,671Exercise of stock options










387,748



4











2,681















2,685Directors deferred compensation
    stock units










14,917



0











324















324Issuances of common stock under
    employee stock purchase plan










42,137



0











849















849Compensation expense related to the
    employee stock purchase plan


























150















150Compensation expense related to the
    departure of an executive


























4,892



112











5,004Tax benefit from the exercise of
    stock options and restricted stock


























2,317















2,317 58




---



##### Table of Contents



Accumulated





TotalCommon Stock,


Additional


Deferred


Other





StockholdersPreferred Stock


Common Stock


In Treasury


Paid-In


Stock-Based


Comprehensive


Accumulated


Equity


ComprehensiveShares


Amount


Shares


Amount


Shares


Amount


Capital


Compensation


Income


Deficit


(Deficit)


Income(In thousands, except per share amounts)Foreign currency translation
    adjustment


































(120
)






(120
)


(120
)Treasury stock


















1



(31
)


















(31
)Issuance of restricted stock grants










784,250



8











(7
)














1Restricted stock grant reversal


























(355
)


355











Stock-based compensation expense
    (APB 25)






























1,877











1,877Stock-based compensation expense
    (FAS 123(R))


























2,011















2,011Restricted stock-based compensation
    expense (APB 25)






























472











472Restricted stock-based compensation
    expense (FAS 123(R))


























1,162















1,162Options and restricted share
    cancellations


























(625
)


625











Issuance of common
    stock  public offering










2,750,000



27











61,590















61,617Other


























30



(18
)










12Net income






































19,336



19,336



19,336Comprehensive income













































$
19,216Balance as of December 31,
    2006





$




39,358,769


$
393



1


$
(31
)

$
289,490


$
(4,322
)

$
37


$
(1,230
)

$
284,337    59




---



##### Table of Contents



DEALERTRACK
    HOLDINGS, INC.
 NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS  1.
    Business
    Description    2.
    Summary
    of Significant Accounting Policies    Basis
    of Presentation
    Use of
    Estimates
       60




---



##### Table of Contents



Revenue
    Recognition
  Revenue Recognition in Financial Statements No. 00-21, Revenue Arrangements with Multiple Deliverables. SOP 97-2, Software Revenue Recognition.
  Transaction Services Revenue.
  Set-up
    Subscription Services Revenue. set-up
    Shipping
    Costs
    Cash
    and Cash Equivalents
   61




---



##### Table of Contents



Short-term
    Investments
  Accounting for
    Certain Investments in Debt and Equity Securities.
      Translation
    of
    Non-U.S. Currencies
    Allowance
    for Doubtful Accounts
    Property,
    Equipment and Depreciation
    Software
    and Web Site Development Costs and Amortization
  No. 98-1, Accounting for the Costs of Computer Software Developed or
    Obtained for Internal Use 00-2, Accounting for Web Site Development Costs.
 62




---



##### Table of Contents



Goodwill,
    Other Intangibles and Long-lived Assets
  Goodwill and Other Intangible Assets
  No. D-101,
        Income
    Taxes
  Accounting for Income Taxes
 63




---



##### Table of Contents



Advertising
    Expenses
    Concentration
    of Credit Risk
      Net
    Income per Share
  Earnings per Share. No. 03-06, Participating Securities and the Two 
    Class Method under FASB Statement No.
    Year Ended December 31,2006


2005


2004(In thousands, except share and per share amounts)Numerator:Net income

$
19,336


$
4,468


$
11,253Amount allocated to participating
    preferred stockholders under two-class
    method(1)






(4,072
)


(11,235
)Net income applicable to common
    stockholders

$
19,336


$
396


$
18Denominator:Weighted average common stock
    outstanding (basic)


36,064,796



2,290,439



40,219Common equivalent shares from
    options to purchase common stock, restricted stock and
    contingent Long-Term Incentive Equity Awards


1,502,692



897,741



985,029Weighted average common stock
    outstanding (diluted)


37,567,488



3,188,180



1,025,248Basic net income per share
    applicable to common stockholders

$
0.54


$
0.17


$
0.45Diluted net income per share
    applicable to common stockholders

$
0.51


$
0.12


$
0.02     (1)
    
    Not applicable for the year ended December 31, 2006, as all
    outstanding participating preferred stock was converted into
    common stock upon our initial public offering in December 2005. 64




---



##### Table of Contents



Year Ended December 31,2006


2005


2004Stock options


819,500



100,275



5,624Restricted common stock


59,667







Preferred stock






24,765,127



24,765,127Total


879,167



24,865,402



24,770,751   Stock-Based
    Compensation
        Transition Election
    Related to Accounting for the Tax Effects of Share-based Payment
    Awards
     65




---



##### Table of Contents



Year EndedDecember 31,2006Stock options, restricted common
    stock and employee stock purchase plan compensation expense
    recognized:Cost of revenue

$
753Product development


252Selling, general and administrative


2,658Total stock-based compensation
    expense


3,663Related deferred income tax benefit


(1,429
)Decrease in net income

$
2,234Decrease in basic earnings per
    share

$
0.06Decrease in diluted earnings per
    share

$
0.06          66




---



##### Table of Contents



Number


Exercise


Fair


Intrinsicof


Price


Market


ValueGrant

Options/


Per


Value Per


PerDate

Shares


Share


Share


ShareStock options:

May 2004


761,544


$
2.80


$
5.86


$
3.06July 2004


25,000



2.80



5.86



3.06August 2004


699,450



2.80



6.73



3.93May 2005


964,850



12.92



17.10



4.18June 2005


30,000



12.92



17.10



4.18July 2005


75,125



17.08



18.00



0.92Total stock options


2,555,969Restricted common stock:

May 2005


101,000



n/a



17.10



17.10June 2005


3,500



n/a



17.10



17.10July 2005


3,500



n/a



18.00



18.00December 2005


17,925



n/a



19.80



19.80Total restricted
    common stock


125,925       Expected life (in
    years)(1)


6.25Risk-free interest rate


4.41
%Expected
    volatility(2)


47
%Expected dividend yield


0
%     (1)
    
    For the year ended December 31, 2006, the expected lives of
    options were determined based on the simplified
    method under the provisions of SAB 107. Due to limited
    history, we believe we do not have appropriate historical
    experience to estimate future exercise patterns. As more
    information becomes available, we may revise this estimate on a
    prospective basis.(2)
    
    For the year ended December 31, 2006 we estimated our
    expected volatility based on the historical volatility of
    similar entities whose common shares are publicly traded.      Recent
    Accounting Pronouncements
  Fair Value Measurements
 67




---



##### Table of Contents



Considering the Effects of Prior Year Misstatements when
    Quantifying Misstatements in Current Year Financial Statements Accounting Changes & Accounting Error .
  Accounting for Uncertainty in Income Taxes  an
    Interpretation of FASB Statement No. 109
  3.
    Business
    Combinations  DealerWare
    L.L.C. (DealerWare)
    Current assets

$
12Intangible assets


2,200Goodwill


2,942Total assets acquired


5,154Total liabilities assumed


Net assets acquired

$
5,154    68




---



##### Table of Contents



Global
    Fax, L.L.C. (Global Fax)
    Current assets

$
1,261Property and equipment


537Other long-term assets


14Intangible assets


11,192Goodwill


11,718Total assets acquired


24,722Total liabilities assumed


(167
)Net assets acquired

$
24,555       WiredLogic,
    Inc.
    (DealerWire®)
   69




---



##### Table of Contents



Current assets

$
18Property and equipment


36Other long-term assets


5Intangible assets


2,262Goodwill


3,734Total assets acquired


6,055Total liabilities assumed


(22
)Net assets acquired

$
6,033       Automotive
    Lease Guide (alg), LLC and Automotive Lease Guide (alg) Canada,
    Inc. (collectively, ALG)
    Current assets

$
95Property and equipment


178Other long-term assets


581Intangible assets


21,450Goodwill


17,921Total assets acquired


40,225Total liabilities assumed


(88
)Net assets acquired

$
40,137    70




---



##### Table of Contents



North
    American Advanced Technology, Inc. (NAT)
    Current assets

$
490Property and equipment


69Intangible assets


3,830Goodwill


4,497Total assets acquired


8,886Total liabilities assumed


(161
)Net assets acquired

$
8,725       Chrome
    Systems Corporation (Chrome)
    Current assets

$
2,497Property and equipment


529Intangible assets


16,220Goodwill


2,039Total assets acquired


21,285Total liabilities assumed


(859
)Net assets acquired

$
20,426    71




---



##### Table of Contents



GO
    BIG! Software, Inc. (Go Big)
    Current assets

$
43Intangible assets


1,173Goodwill


747Total assets acquired


1,963Total liabilities assumed


(38
)Net assets acquired

$
1,925       Lease
    Marketing Ltd. and its Subsidiaries (collectively
    LML)
   72




---



##### Table of Contents



Current assets

$
177Property and equipment


183Intangible assets


10,140Goodwill


7,400Total assets acquired


17,900Total liabilities assumed


(5,020
)Net assets acquired

$
12,880       DealerAccess
    Inc. (dealerAccess)
    Current assets

$
698Property and equipment


522Intangible assets


1,977Total assets acquired


3,197Total liabilities assumed


(837
)Net assets acquired

$
2,360     DealerAccess
    Purchase Price Adjustment
   73




---



##### Table of Contents



Unaudited
    Pro Forma Summary of Operations
    Year Ended December 31,2006


2005(Unaudited)(In thousands, except per share data)Net revenue

$
177,213


$
138,567Net income (loss) applicable to
    common stockholders

$
19,284


$
(91
)Basic net income (loss) per share
    applicable to common stockholders

$
0.53


$
(0.04
)Diluted net income (loss) per
    share applicable to common stockholders

$
0.51


$
(0.03
)   4.
    Related
    Party Transactions  Service
    Agreement with Related Parties  Financing
    Sources
         74




---



##### Table of Contents



Service
    Agreements with Related Parties  Other Service and
    Information Providers
      5.
    Property
    and Equipment    Estimated Useful


December 31,Life (Years)


2006


2005Computer equipment


3


$
9,671


$
9,470Office equipment


5



1,245



1,721Furniture and fixtures


5



1,627



1,427Leasehold improvements


5-7



636



46013,179



13,078Less: Accumulated depreciation and
    amortization






(7,022
)


(8,193
)Total property and equipment, net





$
6,157


$
4,885     6.
    Intangible
    Assets   75




---



##### Table of Contents



December 31,


December 31,2006


2005Gross





Gross





AmortizationBook


Accumulated


Book


Accumulated


PeriodValue


Amortization


Value


Amortization


(Years)Customer contracts

$
19,308


$
(10,904
)

$
22,150


$
(15,160
)


1-3Database


15,900



(6,666
)


15,900



(3,873
)


3-6Trade names


10,500



(3,428
)


10,500



(2,365
)


5-10Patents/technology


16,031



(8,806
)


15,591



(5,202
)


2-5Non-compete agreement


3,308



(1,738
)


2,749



(1,139
)


2-5Partner agreement


4,400



(206
)










5Other


900



(681
)


900



(501
)


5Total

$
70,347


$
(32,429
)

$
67,790


$
(28,240
)       7.
    Goodwill    Balance as of January 1, 2006

$
34,200Acquisition of DealerWire (see
    Note 3)


3,734Acquisition of Global Fax (see
    Note 3)


11,718Acquisition of DealerWare (see
    Note 3)


2,942Purchase price
    adjustments  ALG (see Note 3)


306Purchase price
    adjustments  Go Big (see Note 3)


361Recognition of acquired tax
    benefits related to dealerAccess (see Note 3 and 11)


(746
)Other adjustments


(16
)Balance as of December 31,
    2006

$
52,499     Balance as of January 1, 2005

$
12,781Acquisition of Go Big (see
    Note 3)


386Acquisition of ALG (see
    Note 3)


17,615Acquisition of NAT (see
    Note 3)


4,497Acquisition of Chrome (see
    Note 3)


2,039Recognition of acquired tax
    benefits to Credit Online (see Note 11)


(2,444
)LML purchase price adjustment


(674
)Balance as of December 31,
    2005

$
34,200  76




---



##### Table of Contents



8.
    Other
    Accrued Liabilities    December 31,


December 31,2006


2005Professional fees

$
1,167


$
2,033Software licenses


1,184



Customer deposits


2,685



2,820Revenue share


1,926



815Servicing costs


128



416Public company costs


625



Severance


489



Initial public offering






495Taxes


1,774



Other


2,000



2,095Total other accrued liabilities

$
11,978


$
8,674   9.
    Public
    Offerings        
    On December 13, 2005, the effective date of the offering,
    our redeemable convertible participating preferred stock
    converted into 26,397,589 shares of our common stock. In
    connection with the conversion, all rights and preferences of
    the convertible preferred stock terminated.
    The amended and restated certificate of incorporation authorized
    us to issue two classes of stock to be designated, respectively,
    common stock, par value $0.01 per share, and preferred
    stock, par value $0.01 per share. The total number of shares
    that we shall have the authority to issue is
    185,000,000 shares, 175,000,000 shares of which shall
    be common stock and 10,000,000 shares of which shall be
    preferred stock.
    We repaid $43.5 million in credit facilities.
    We increased the authorized number of shares of common stock and
    preferred stock from 30,000,000 shares and zero to
    175,000,000 and 10,000,000, respectively.   77




---



##### Table of Contents



10.
    401(k)
    Plan    11.
    Income
    Taxes    Year Ended December 31,2006


2005


2004United States

$
23,554


$
7,944


$
7,856Canada


2,579



584



(195
)$
26,133


$
8,528


$
7,661     Year Ended December 31,2006


2005


2004Current tax:Federal

$
15,558


$
908


$
301State and local


2,839



851



787Canada










(1
)Total current tax


18,397



1,759



1,087Deferred tax:Federal


(8,510
)


1,631



(3,691
)State and local


(471
)


670



(988
)Canada


(2,619
)






Total deferred tax


(11,600
)


2,301



(4,679
)Provision (benefit) for income
    taxes, net

$
6,797


$
4,060


$
(3,592
)        78




---



##### Table of Contents



December 31,2006


2005Deferred tax assets:Net operating loss carryforwards

$
4,256


$
5,615Depreciation and amortization


395



243Deferred compensation


4,984



1,375Acquired intangibles


8,097



4,458Tax credits


433



424Other


3,037



1,58821,202



13,703Deferred tax liabilities:Capitalized software and web site
    development


(2,224
)


(3,436
)Other


(561
)


(18
)18,417



10,249Deferred tax asset valuation
    allowance


(214
)


(4,245
)$
18,203


$
6,004        79




---



##### Table of Contents



Year Ended December 31,2006


2005


2004Pre-tax book income


35.0
%


34.0
%


34.0
%State taxes


6.0
%


10.7
%


(2.5
)%Foreign rate differential


0.2
%


(2.3
)%


Deferred tax rate adjustment


2.3
%


5.6
%


Valuation allowance and other


(17.5
)%


(0.4
)%


(78.4
)%Total


26.0
%


47.6
%


(46.9
)%     12.
    Stock
    Option and Deferred Compensation Plans  2001
    Stock Option Plan
    2005
    Incentive Award Plan
     80




---



##### Table of Contents



Number of


Weighted-AverageShares


Exercise PriceBalance as of January 1, 2005


3,554,551


$
6.2216Options Granted


875,800


$
21.5023Options Exercised


(387,748
)

$
6.9244Options Cancelled


(145,155
)

$
15.7200Balance as of December 31,
    2006


3,897,448


$
9.2395       Options Outstanding


Options ExercisableWeighted-











Weighted-Average


Weighted-


Aggregate





Average


Weighted-


AggregateNumber of


Remaining


Average


Intrinsic





Remaining


Average


IntrinsicShares


Contractual


Exercise


Value


Number


Contractual


Exercise


ValueExercise Price Range

Outstanding


Life in Years


Price


(000)


Exercisable


Life in Years


Price


(000)$2.80-$25.39


3,897,448



7.0793


$
9.2395


$
54,163



2,129,706



6.2398


$
4.7145


$
39,233         Restricted Common StockWeightedNumber of


Average GrantShares


Date Fair ValueNon-vested as of January 1,
    2006


125,925


$
17.5094Awards granted


796,200


$
19.8455Awards vested


(48,323
)

$
17.9331Awards canceled/expired/forfeited


(15,150
)

$
20.1569Non-vested as of December 31,
    2006


858,652


$
19.6050     Employee
    Stock Purchase Plan
  Form S-8.
 81




---



##### Table of Contents



Employees
    Deferred Compensation Plan
    Directors
    Deferred Compensation Plan
    Long
    Term Incentive Equity Awards
   82




---



##### Table of Contents



August 2, 2006


November 2, 2006Expected volatility


40.00
%


40.00
%Expected dividend yield


0.00
%


0.00
%Expected life (in years)


3.42



3.16Risk-free interest rate


4.99
%


4.91
%Weighted-average fair value of
    EBITDA Performance Award

$
18.95


$
25.39     August 2, 2006


November 2, 2006Expected volatility


40.00
%


40.00
%Expected dividend yield


0.00
%


0.00
%Expected life (in years)


1.41-3.42



1.16-3.16Risk-free interest rate


4.83-4.99
%


4.55-4.91
%Weighted-average fair value of
    Market Value Award

$
18.95


$
25.39   13.
    Commitments
    and Contingencies  Operating
    Leases
      Years Ending December 31,2007

$
2,8362008


2,2972009


2,0062010


1,6902011


1,640Thereafter


5,823$
16,292   Capital
    Leases
    As of December 31,2006


2005Computer equipment

$



$
1,526Less: Accumulated depreciation






(1,097
)$



$
429  83




---



##### Table of Contents



Executive
    Severance Commitment
    Retail
    Sales Tax
          Commitments
  gross-up
  and/or and/or
   84




---



##### Table of Contents



Legal
    Proceedings
    04-322
  No. CV06-2335
  No. 06-06864
    14.
    Segment
    Information  Disclosures about
    Segments of an Enterprise and Related Information
 85




---



##### Table of Contents



Year Ended December 31,2006


2005


2004Transaction services revenue

$
112,752


$
82,637


$
56,399Subscription services revenue


53,352



32,390



12,363Other


7,168



5,192



1,282Total net revenue

$
173,272


$
120,219


$
70,044   15.
    Credit
    Facility      
    access our, or our existing or future subsidiaries, cash
    flow and value and, therefore, to pay interest
    and/or
    principal on our other indebtedness or to pay dividends on our
    common stock;
    incur additional indebtedness;
    issue preferred stock;
    pay dividends or make distributions in respect of our, or our
    existing or future subsidiaries, capital stock or to make
    certain other restricted payments or investments;
    sell assets, including our capital stock;
    make certain investments, loans, advances, guarantees or
    acquisitions;    
    enter into sale and leaseback transactions;
    agree to payment restrictions;
    consolidate, merge, sell or otherwise dispose of all or
    substantially all of our or the applicable subsidiarys
    assets;
    enter into transactions with our or the applicable
    subsidiarys affiliates;
    incur liens; and
    designate any of our, or the applicable subsidiarys,
    future subsidiaries as unrestricted subsidiaries.     86




---



##### Table of Contents



16.
    Subsequent
    Events  Curomax
    Acquisition
    Legal
    Proceedings
  No. 07-215
 87




---



##### Table of Contents



DEALERTRACK
    HOLDINGS, INC.SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
  Balance at


Additions








Balance atBeginning of


Charged to





Other


End ofDescription

Period


Expenses


Deductions


Adjustments


Period(In thousands)As of December 31, 2006:Allowance for doubtful accounts

$
1,531



1,527



(1,174
)





$
1,884Allowance for sales credits

$
1,133



3,311



(1,921
)





$
2,523Deferred tax valuation allowance

$
4,245



214



(4,245
)(1)





$
214As of December 31, 2005:Allowance for doubtful accounts

$
640



1,181



(371
)


81


$
1,531Allowance for sales credits

$
59



2,483



(1,409
)





$
1,133Deferred tax valuation allowance

$
7,700







(3,455
)(2)





$
4,245As of December 31, 2004:Allowance for doubtful accounts

$
547



264



(211
)


40


$
640Allowance for sales credits

$
69



212



(222
)





$
59Deferred tax valuation allowance

$
11,660







(8,397
)(3)


4,437


$
7,700     (1)
    
    For the year ended December 31, 2006, the deferred tax
    asset valuation was reversed by $4.2 million. Included in
    this reversal is a $0.7 million adjustment to goodwill
    relating to the net operating loss acquired but not recognized
    at the date of acquisition of DealerAccess in January 2004.
    Please refer to Note 11 of the financial statements for
    further information.(2)
    
    For the year ended December 31, 2005, the deferred tax
    asset valuation was reversed by $3.5 million. Included in
    this reversal is a $3.3 million adjustment to goodwill
    relating to a net operating loss acquired but not recognized at
    the date of acquisition of Credit Online, Inc. in March 2003.(3)
    
    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, Inc. in March 2003,
    coupled by a change in deferred tax assets of $2.5 million.  Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Evaluation
    of Disclosure Controls and Procedures
  Rules 13a- 15d- Form 10-K,
 88




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##### Table of Contents



Changes
    in Internal Control Over Financial Reporting
    Managements
    Annual Report on Internal Control Over Financial
    Reporting
  Rules 13a-15(f) 15d-15(f)
      Item 9B.
    Other
    Information    PART III
    Item 10.
    Directors
    and Executive Officers of the Registrant    Item 11.
    Executive
    Compensation  Form 10-K
 89




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##### Table of Contents



Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Form 10-K
  Item 13.
    Certain
    Relationships and Related Transactions  Form 10-K
  Item 14.
    Principal
    Accounting Fees and Services  Form 10-K
 90




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##### Table of Contents



PART IV
  Item 15.
    Exhibits,
    Financial Statement Schedules  Form 10-K:
                     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. 91




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##### Table of Contents



Number

Description10.10(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, 2001.10.20(1)

Second Amendment to 2001 Stock
    Option Plan of DealerTrack Holdings, Inc., effective as of
    March 19, 2003.10.21(1)

Third Amendment to 2001 Stock
    Option Plan of DealerTrack Holdings, Inc., effective as of
    January 30, 2004.10.22(6)

Fourth Amendment to 2001 Stock
    Option Plan of DealerTrack Holdings, Inc. effective as of
    February 10, 2006.10.23(1)

2005 Incentive Award Plan,
    effective as of May 26, 2005.10.24(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 Nonsoliciation 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. 92




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##### Table of Contents



Number

Description23.1*

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 2002.32.1*

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.(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.  Form 10-K 1-800-SEC-0330 http://www.sec.gov.
 93




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##### Table of Contents



SIGNATURE
    Date:
  
  By:
    /s/  Robert
    J. Cox III        SIGNATURES
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, as amended, this report has been signed below by the
    following persons on behalf of the registrant and in the
    capacities and on the dates indicated.
  Signature

Title

Date/s/  Mark
    F. ONeilMark
    F. ONeil

Chairman of the Board, President
    and Chief Executive Officer (principal executive officer)

March 16, 2007/s/  Robert
    J. Cox IIIRobert
    J. Cox III

Senior Vice President, Chief
    Financial Officer and Treasurer (principal financial and
    accounting officer)

March 16, 2007/s/  Steven
    J. DietzSteven
    J. Dietz

Director

March 16, 2007/s/  Thomas
    R. GibsonThomas
    R. Gibson

Director

March 16, 2007/s/  Thomas
    F. GilmanThomas
    F. Gilman

Director

March 16, 2007Mary
    Cirillo-Goldberg

Director

March 16, 2007/s/  John
    J. McDonnell, Jr.John
    J. McDonnell, Jr.

Director

March 16, 2007/s/  James
    David Power IIIJames
    David Power III

Director

March 16, 2007/s/  Howard
    L. TischlerHoward
    L. Tischler

Director

March 16, 2007  94




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##### Table of Contents



EXHIBIT INDEX
    TO ANNUAL REPORT ON
    FORM 10-K
    FOR FISCAL YEAR ENDED DECEMBER 31, 2006
  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.




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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
    Nonsoliciation 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 Nonsoliciation 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 2002.32.1*

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.(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.