As filed with the Securities and Exchange Commission on February 12, 2007

Registration No. 333-             

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

Solera Holdings, LLC*
(Exact name of Registrant as specified in its charter)

6111 Bollinger Canyon Road, Suite 200
San Ramon, California 94583
(925) 866-1100
(Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices)

Jack Pearlstein
Chief Financial Officer
Solera Holdings, LLC
6111 Bollinger Canyon Road, Suite 200
San Ramon, California 94583
(925) 866-1100
(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

        Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.

        If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the "Securities Act"), check the following box.  o

        If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

        If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering.  o

        If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box.  o

CALCULATION OF REGISTRATION FEE

(1)

Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(o) under the Securities Act.

(2)

Includes offering price of additional shares which the underwriters have the option to purchase.

*

The registrant's board of managers has approved the conversion of the registrant into a corporation to be named Solera Holdings, Inc. The conversion will become effective prior to the completion of this offering.

        The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated February 12, 2007

                Shares

Solera Holdings, Inc.

Common Stock

        This is an initial public offering of shares of common stock of Solera Holdings, Inc.

        We are offering             of the shares to be sold in the offering. The selling stockholders identified in this prospectus are offering an additional             shares. We will not receive any of the proceeds from the sale of shares being sold by the selling stockholders.

        Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share will be between $                     and $                    . We intend to list our common stock on the New York Stock Exchange under the symbol "SLH."

        See "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of our common stock.

        Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

        To the extent that the underwriters sell more than                shares of common stock, the underwriters have the option to purchase up to an additional                 shares from certain existing stockholders at the initial public offering price less the underwriting discount.

        The underwriters expect to deliver the shares against payment in New York, New York on        , 2007.

Prospectus dated                          , 2007.

TABLE OF CONTENTS

PROSPECTUS SUMMARY

        This summary highlights information contained elsewhere in this prospectus. Before investing in our common stock, you should read the entire prospectus carefully, including the section entitled "Risk Factors", our financial statements and the related notes included elsewhere in this prospectus. Unless the context requires otherwise, the terms "we," "us," "our," "our company" and "our business" collectively refer to: (1) the combined operations of the Claims Services Group of Automatic Data Processing, Inc., or ADP, for periods prior to its acquisition by Solera Holdings, LLC, (2) the consolidated operations of Solera Holdings, LLC, for the periods following its April 2006 acquisition of the Claims Services Group and prior to the completion of our corporate reorganization, and (3) Solera Holdings, Inc. as of the completion of our corporate reorganization and thereafter. Our fiscal year ends on June 30 of each year. Fiscal years are identified in this prospectus according to the calendar year in which they end. For example, the fiscal year ended June 30, 2006 is referred to as "fiscal 2006." All share numbers in this prospectus are based on an assumed initial public offering price of $               , the midpoint of the range set forth on the cover of this prospectus.

Our Company

        We are the leading global provider of software and services to the automobile insurance claims processing industry. Our customers include more than 900 automobile insurance companies, including nine of the ten largest automobile insurance companies in Europe and each of the ten largest automobile insurance companies in North America. We also provide our software and services to over 33,000 collision repair facilities, 7,000 independent assessors and 3,000 automotive recyclers. Our software and services help our customers:

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estimate the costs to repair damaged vehicles;



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determine pre-collision fair market values for vehicles damaged beyond repair;



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automate steps of the claims process;



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outsource steps of the claims process that insurance companies have historically performed internally; and



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improve their ability to monitor and manage their businesses through data reporting and analysis.

        The automobile insurance claims process is complex and time-consuming, with multiple steps requiring significant interaction among several parties. Our software and services automate and simplify this process, and include:

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estimating and workflow software that helps our customers determine vehicle repair costs, calculate the fair market values of vehicles, connect with other industry participants and manage the overall claims process;



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salvage and recycling software that helps automotive recyclers manage their inventory and locate, sell and exchange vehicle parts;



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business intelligence and consulting services that help our customers assess and monitor their performance through customized data, reports and analyses; and



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shared services that help insurance companies outsource claims-related tasks, such as estimate reviews and policyholder interaction.

        We generated pro forma revenues of $430.2 million in fiscal 2006 and revenues of $111.5 million for the three months ended September 30, 2006.

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Industry Trends

        We estimate that the global automobile insurance industry processes over 100 million claims per year. The primary participants in the automobile insurance claims process are automobile insurance companies, collision repair facilities, independent assessors and automotive recyclers. Our business is affected by trends associated with these participants, including:

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growth in the number of worldwide vehicles;



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an increasing percentage of vehicles that are covered by automobile insurance;



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initiatives by automobile insurance companies and other industry participants to reduce costs and increase claims processing efficiency; and



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increased use of recycled and aftermarket parts.

Key Competitive Strengths

        Leading Global Provider.    We operate in 45 countries across five continents and believe we are either the largest or second-largest provider of automobile insurance claims processing software and services in each of our markets.

        Significant Barriers to Entry.    We believe our proprietary databases pose barriers to entry due to the significant capital investment and time that would be required to replicate and customize them for use in local markets. We have developed our proprietary repair estimating database over the last 35 years.

        Long-Standing Relationships with Customers.    Our relationships with our ten largest customers in Europe and North America date back, on average, 16 and 17 years, respectively.

        History of Developing New Software and Services.    We continually develop new software and services to meet our customers' needs through both internal development and the acquisition and licensing of third-party products and technology.

        Attractive Operating Model.    We believe we have an attractive operating model due to the recurring nature of our revenues, the scalability of our databases and software and the significant operating cash flow we generate.

Business Strategy

        Broaden the Scope of our Software and Services.    We intend to further broaden the capabilities, features and functionality of our claims processing software, as well as the breadth of our service offerings.

        Expand Customer Base in Existing Markets.    We seek to expand our customer base in existing markets by competing on the quality of our software and services, our industry expertise and our strong industry relationships.

        Expand into New Markets.    We intend to expand in markets where we have recently established operations, such as China and India, and enter markets where we currently have no operations.

        Improve Operational Efficiencies.    We have identified and targeted several operational efficiency initiatives, including the elimination of database and infrastructure redundancies; productivity and technological enhancements; and reduction of overhead.

        Pursue Strategic Acquisitions.    We plan to supplement our organic growth by acquiring businesses or technologies to expand the range of our services, increase our customer base and enter new markets.

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Our History

        Our operations began in 1966, when Swiss Re Corporation founded our predecessor. Solera was founded in February 2005 by our Chief Executive Officer, Tony Aquila, and private equity firm GTCR Golder Rauner II, L.L.C., or GTCR. On April 13, 2006, Solera acquired the Claims Services Group from ADP for approximately $1.0 billion. We refer to this acquisition in this prospectus as the Acquisition.

        We are currently a limited liability company. Our board of managers has approved the terms of a corporate reorganization that will occur prior to and is contingent upon the completion of this offering and includes our conversion into a Delaware corporation.

The Refinancing Transactions

        This offering is one of a series of transactions, which we collectively refer to in this prospectus as the refinancing transactions, which also include:

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the repayment of a portion of the indebtedness outstanding under our existing first lien credit facility, and all of the indebtedness outstanding under our existing second lien and subordinated unsecured credit facilities, including the payment of related prepayment premia; and



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the refinancing of our remaining indebtedness of approximately $             million pursuant to an amended and restated senior credit facility.

        We expect that our amended and restated senior credit facility will consist of a $          million revolving loan, a $            million term loan and a €                  million term loan. We anticipate that the entire principal amount of the revolving loan will be available immediately following the closing of the refinancing transactions.

Risks Affecting Us

        You should carefully consider the information under the heading "Risk Factors" beginning on page 8 of this prospectus and all other information in this prospectus before investing in our common stock.

Corporate and Other Information

        Our principal executive offices are located at 6111 Bollinger Canyon Road, Suite 200, San Ramon, California 94583, and our telephone number is (925) 866-1100. Our website is www.solerainc.com. The information contained in, or that can be accessed through, our website is not a part of this prospectus and should not be relied upon in determining whether to make an investment in our common stock.

        This prospectus refers to brand names, trademarks, service marks and trade names of us and other companies and organizations, and these brand names, service marks and trade names are the property of their respective holders.

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The Offering

        The number of shares of our common stock to be outstanding after this offering is based on             shares outstanding as of             , 2007 and excludes              additional shares to be reserved for issuance under our 2007 Long-Term Equity Incentive Plan and our 2007 Employee Stock Purchase Plan.

        Except as otherwise indicated, all information in this prospectus assumes:

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the effectiveness, prior to the completion of this offering, of our reorganization as a Delaware corporation and the conversion of all of our limited liability units into shares of common stock;



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the completion of the other refinancing transactions;



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the effectiveness of our certificate of incorporation and the adoption of our by-laws prior to the completion of this offering; and



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no exercise of the underwriters' option to purchase additional shares.

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Summary Historical and Pro Forma Financial Data

        The following tables summarize our historical and pro forma financial data for the periods presented. We derived the summary historical consolidated financial data as of and for the year ended June 30, 2006 from the audited consolidated financial statements of Solera Holdings, LLC included elsewhere in this prospectus. We derived the summary historical combined financial data as of and for the years ended June 30, 2004 and 2005 and for the period from July 1, 2005 to April 13, 2006 from the audited combined financial statements of the Claims Services Group included elsewhere in this prospectus. We derived the summary historical combined financial data for the three months ended September 30, 2005 from the unaudited combined financial statements of the Claims Services Group, which are not included in this prospectus. We derived the summary historical consolidated financial data as of and for the three months ended September 30, 2006 from the unaudited condensed consolidated financial statements of Solera Holdings, LLC, which are included elsewhere in this prospectus. Prior to the Acquisition, the Claims Services Group operated as a business unit of ADP. As a result, the historical financial data of our predecessor included in this prospectus do not necessarily reflect what our financial position or results of operations would have been had we operated the business as a separate, stand-alone entity during those periods. We sometimes refer to the Claims Services Group as our "predecessor."

        The unaudited pro forma statement of operations data for fiscal 2006 give effect to the Acquisition, the corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each occurred on July 1, 2005. The unaudited pro forma statement of operations data for the three months ended September 30, 2006 give effect to our corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each occurred on July 1, 2005. The unaudited pro forma balance sheet data as of September 30, 2006 give effect to our corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if each occurred on September 30, 2006.

        The pro forma financial data are for informational purposes only and should not be considered indicative of actual results that would have been achieved had the specified transactions been completed on the dates indicated and do not purport to indicate what our financial position or results of operations might be as of any future date or for any future period.

        The following summary historical and pro forma financial data should be read together with "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Unaudited Pro Forma Combined Financial Statements" and the historical financial statements and related notes included elsewhere in this prospectus.

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(1)

The Claims Services Group was owned by ADP until Solera acquired it on April 13, 2006.

(2)

The statement of operations data for fiscal 2006 include the results of operations for our predecessor from April 14, 2006 and the results of operations for Solera Holdings, LLC for all of fiscal 2006. Financial information presented reflects adjustment of assets and liabilities to then-fair value at the date of the Acquisition, which is used as the basis for amounts included in our results of operations from April 14, 2006 until June 30, 2006. Prior to the Acquisition, Solera's operations consisted primarily of developing our business plan, recruiting personnel, providing consulting services, raising capital and identifying and evaluating operating assets for acquisition.

(3)

We define EBITDA, as adjusted, as the sum of (1) net income (loss), (2) income tax provision (benefit), (3) interest expense, (4) depreciation and amortization, (5) other (income) expense, net, (6) restructuring charges, (7) impairment charges, (8) equity-based

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compensation expense and (9) Acquisition-related costs. EBITDA, as adjusted, does not represent and should not be considered as an alternative to net income or cash flow from operations, as determined by U.S. generally accepted accounting principles, or GAAP, and our calculation thereof is not comparable to that reported by other companies. We have excluded from EBITDA, as adjusted, the effects of restructuring charges, costs directly related to the Acquisition, certain impairment charges and the effects of charges relating to equity-based compensation awards, in each case because our management believes that certain of these items may not occur in future periods or are non-cash in nature, the amounts recognized can vary significantly from period to period and these items do not facilitate an understanding of our operating performance. Our management uses EBITDA, as adjusted, as a means of evaluating our operating performance and comparing our performance both against our operations in prior periods and those of other companies with different capital structures. Annual bonus payments to our management are also based, in large part, on the achievement of specified levels of EBITDA, as adjusted. We believe that EBITDA, as adjusted, is useful to investors, when presented along with the primary GAAP presentation of net income (loss) and the related discussion in "Management's Discussion and Analysis of Financial Condition and Results of Operations," because it provides them with information relating to our operating results on the same basis as that used by our management, and because it will help investors assess our compliance with debt covenants. EBITDA, as adjusted, has limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations are:

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it does not reflect our capital expenditures or future requirements for capital expenditures or contractual commitments;



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it does not reflect changes in, or cash requirements for, our working capital needs;



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it does not reflect the significant interest expense or cash requirements necessary to service interest or principal payments on our debt;



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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, as adjusted, does not reflect any cash requirements for such replacements;



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restructuring and impairment charges reflect costs associated with strategic decisions about resource allocations made in prior periods, and we may incur similar charges and losses in the future; and



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other companies in our industry calculate EBITDA, as adjusted, differently than we do, limiting its usefulness as a comparative measure.


Because of these limitations, you should not consider EBITDA, as adjusted, as a measure of our earnings as reported under GAAP. We compensate for these limitations by relying primarily on our GAAP results and using EBITDA, as adjusted, only supplementally to evaluate our performance.

The following is a reconciliation of EBITDA, as adjusted, to net income (loss), the most directly comparable GAAP measure:

(a)

For the period ended April 13, 2006, Claims Services Group's Acquisition-related costs of $1.7 million consisted of $1.6 million of transaction and retention compensation and $0.1 million of legal fees, professional fees, severance costs and other transition costs. For the fiscal year ended June 30, 2006, our Acquisition-related costs of $1.6 million consisted of $0.5 million of expense related to the exercise by our employees of ADP stock options and $1.1 million of legal fees, professional fees, severance costs and other transition costs. For the three months ended September 30, 2006, our Acquisition-related costs of $0.9 million consisted of legal fees, professional fees, severance costs and other transition costs.

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RISK FACTORS

        The purchase of our common stock involves significant investment risks. You should consider the risks set forth below, as well as other information contained in this prospectus, carefully before making a decision to invest in our common stock. If any of the following risks actually materializes, then our business, financial condition and results of operations would suffer. In addition, there may be risks of which we are currently unaware or that we currently regard as immaterial based on the information available to us that later prove to be material. These risks may adversely affect our business, financial condition and operating results. As a result, the trading price of our common stock could decline, and you could lose some or all of your investment. You should read the section entitled "Forward-Looking Statements" immediately following these risk factors for a discussion of what types of statements are forward-looking statements, as well as the significance of such statements in the context of this prospectus.

Risks Related to Our Business

We depend on a limited number of customers for a substantial portion of our revenues, and the loss of, or a significant reduction in volume from, any of these customers would harm our financial results.

        We derive a substantial portion of our revenues from sales to large insurance companies. In fiscal 2006, we derived 17.0% of our pro forma revenues from our ten largest insurance company customers. The largest three of these customers accounted for 5.1%, 3.5% and 1.9%, respectively, of our pro forma revenues during this period. A loss of one or more of these customers would result in a significant decrease in our revenues, including the business generated by collision repair facilities associated with those customers. In April 2006, we lost a customer contract during its renewal phase that accounted for pro forma revenues in fiscal 2006 of approximately $4.3 million. In January 2007, one of our large U.S. insurance company customers, who is currently our principal customer for shared services, delivered a notice of breach of contract to us, which may negatively impact our contractual relationships with that customer. Furthermore, many of our arrangements with European customers are terminable by them on short notice or at any time. In addition, disputes with customers may lead to delays in payments to us, terminations of agreements or litigation. Additional terminations or non-renewals of customer contracts or reductions in business from our large customers would harm our business, financial condition and results of operations.

Competitive pressures may require us to significantly lower our prices.

        Pricing pressures have required us to significantly lower prices for some of our software and services in several of our markets. We may be required to implement further price reductions in response to the following:

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price reductions by competitors;



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the consolidation of property and casualty insurance companies;



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the introduction of competing software or services; and



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a decrease in the frequency of accidents.

If we are required to accept lower prices for our software and services, it would result in decreased revenues and harm our business, financial condition and results of operations.

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Changes in, or violations by us or our customers of, applicable government regulations could reduce demand for or limit our ability to provide our software and services in those jurisdictions.

        Our insurance company customers are subject to extensive government regulations, mainly at the state level in the U.S. and at the country level in our non-U.S. markets. Some of these regulations relate directly to our software and services, including regulations governing the use of total loss and estimating software. If our insurance company customers fail to comply with new or existing insurance regulations, including those applicable to our software and services, they could lose their certifications to provide insurance and/or reduce their usage of our software and services, either of which would reduce our revenues. Also, we are subject to direct regulation in some markets, and our failure to comply with these regulations could significantly reduce our revenues or subject us to government sanctions. In addition, future regulations could force us to implement costly changes to our software and/or databases or have the effect of prohibiting or rendering less valuable one or more of our offerings. For example, some states in the U.S. have changed their regulations to permit insurance companies to use book valuations for total loss calculations, making our total loss software less valuable to insurance companies. New Jersey is considering legislation that, among other things, would require us to include additional data in the output of our estimating software. Other states are considering legislation that would limit the data that our software can provide to our insurance company customers. In the event that demand for or our ability to provide our software and services decreases in particular jurisdictions due to regulatory changes, our revenues and margins may decrease.

Our industry is highly competitive, and our failure to compete effectively could result in a loss of customers and market share, which could harm our revenues and operating results.

        The markets for our automobile insurance claims processing software and services are highly competitive. In the U.S., our principal competitors are CCC Information Services Group Inc. and Mitchell International Inc. In Europe, our principal competitors are EurotaxGlass's Group and DAT GmbH. If one or more of our competitors develop software or services that are superior to ours or are more effective in marketing its software or services, our market share could decrease, reducing our revenues. In addition, if one or more of our competitors retain existing or attract new customers for which we have developed new software or services, we may not realize expected revenues from these new offerings, reducing our profitability.

        Some of our current or future competitors may have or develop closer customer relationships, develop stronger brands, have greater access to capital, lower cost structures and/or more attractive system design and operational capabilities than we have. In addition, many insurance companies have historically entered into agreements with automobile insurance claims processing service providers like us and our competitors whereby the insurance company agrees to use that provider on an exclusive or preferred basis for particular products and services and agrees to require collision repair facilities, independent assessors and other vendors to use that provider. If our competitors are more successful than we are at negotiating these exclusive or preferential arrangements, we may lose market share even in markets where we retain other competitive advantages.

        In addition, our insurance company customers have varying degrees of in-house development capabilities, and one or more of them have expanded and may seek to further expand their capabilities in the areas in which we operate. Many of our customers are larger and have greater financial and other resources than we do and could commit significant resources to product development. Our software and services have been, and may in the future be, replicated by our insurance company customers in-house, which could result in our loss of those customers and their

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associated repair facilities, independent assessors and other vendors, resulting in decreased revenues and net income.

The time and expense associated with switching from our competitors' software and services to ours may limit our growth.

        The costs for an insurance company to switch providers of claims processing software and services can be significant and the process can sometimes take 12-18 months to complete. As a result, potential customers may decide that it is not worth the time and expense to begin using our software and services, even if we offer competitive and economic advantages. If we are unable to convince these customers to switch to our software and services, our ability to increase market share will be limited, which could harm our revenues and operating results.

Our industry is subject to rapid technological changes, and if we fail to keep pace with these changes, our market share and revenues will decline.

        Our industry is characterized by rapidly changing technology, evolving industry standards and frequent introductions of, and enhancements to existing, software and services, all with an underlying pressure to reduce cost. Industry changes could render our offerings less attractive or obsolete, and we may be unable to make the necessary adjustments to our offerings at a competitive cost, or at all. We also incur substantial expenses in researching, developing, designing and marketing new software and services. The development or adaptation of these new technologies may result in unanticipated expenditures and capital costs that would not be recovered in the event that our new software or services are unsuccessful. The research, development, production and marketing of new software and services are also subject to changing market requirements, as well as the satisfaction of applicable regulatory requirements and customers' approval procedures and other factors, each of which could prevent us from successfully marketing any new software and services or responding to competing technologies. The success of new software in our industry also often depends on the ability to be first to market, and our failure to be first to market with any particular software project could limit our ability to recover the development expenses associated with that project. If we cannot develop new technologies, software and services or any of our existing software or services are rendered obsolete, our revenues and income could decline and we may lose market share to our competitors, which would impact our future operations and financial results.

We have a very limited operating history as a stand-alone company, which may make it difficult to compare our current operating results to prior periods.

        Prior to the Acquisition, our predecessor operated as a business unit of ADP. Our predecessor relied on ADP during this period for many of its internal functions, including accounting, tax, payroll, technology and administrative and operational support. In connection with the Acquisition, ADP agreed to continue providing us with systems, network, programming and operational support and other administrative services for periods ranging from three to six months following the date of the Acquisition. Although we have replaced these services either through third-party contracts or internal sources, we may not be able to perform any or all of these services in a cost-effective manner. If we are unable to maintain substitute arrangements on terms that are favorable to us or effectively perform these services internally, our business, financial condition and results of operations would be adversely affected.

        In addition, the historical financial information of our predecessor included in this prospectus may not reflect what our results of operations, financial position and cash flows would have been had we operated as a separate stand-alone company without the shared resources of ADP for the periods presented and are not necessarily indicative of our future results of operations, financial position and cash flows. For example, ADP allocated expenses and other centralized operating

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costs to our predecessor for periods prior to the Acquisition, and the allocated costs included in our predecessor's historical financial statements could differ from amounts that we would have incurred if we had operated on a stand-alone basis.

We have a large amount of goodwill and other intangible assets as a result of the Acquisition. Our earnings will be harmed if we suffer an impairment of our goodwill or other intangible assets.

        We have a large amount of goodwill and other intangible assets and are required to perform an annual assessment for possible impairment for accounting purposes. At September 30, 2006, we had goodwill and other intangible assets of $963.7 million. If we do not achieve our planned operating results or other factors impair these assets, we may be required to incur a non-cash impairment charge. Any impairment charges in the future will adversely affect our results of operations.

We have experienced net losses since the Acquisition, and future net losses may cause our stock price to decline.

        We had a net loss of $17.9 million for the three months ended September 30, 2006. We expect to continue to incur net losses in the future, due primarily to amortization of the $419.8 million of intangible assets that we had as of September 30, 2006 and interest expense associated with our indebtedness. We cannot assure you that we will become or remain profitable, and future net losses may reduce our stock price.

We expect to incur significant restructuring charges over the next 12 months, which will harm our operating results.

        We incurred restructuring charges of $1.7 million in fiscal 2004, $5.5 million in fiscal 2005, $(0.5) million during the period from July 1, 2005 through April 13, 2006, $2.9 million during the period from April 14, 2006 through June 30, 2006 and $0.9 million for the three months ended September 30, 2006. These charges consisted primarily of termination benefits. We continue to evaluate our existing operations and capacity, and expect to incur additional restructuring charges as a result of future personnel reductions, related restructuring and productivity and technology enhancements, which may exceed the levels of our historical charges.

Our software and services rely on information generated by third parties and any interruption of our access to such information could materially harm our operating results.

        We believe that our success depends significantly on our ability to provide our customers access to data from many different sources. For example, a substantial portion of the data used in our repair estimating software is derived from parts and repair data provided by, among others, original equipment manufacturers, or OEMs, aftermarket parts suppliers, data aggregators, automobile dealerships and vehicle repair facilities. We obtain much of our data about vehicle parts and components and collision repair labor and costs through license agreements with OEMs, automobile dealers, and other providers. EurotaxGlass's, one of our primary competitors in Europe, provides us with valuation and paint data for use in our European markets pursuant to a similar arrangement. Many of the license agreements through which we obtain data are for terms of one year and/or may be terminated without cost to the provider on short notice. If one or more of our licenses are terminated or if we are unable to renew one or more of these licenses on favorable terms or at all, we may be unable to access alternative data sources that would provide comparable information. Some data that we obtain are dependent upon a single OEM source, and recently OEM sources have indicated to us that they intend to materially increase the licensing costs for their data. Any interruption of our access to the parts, labor and repair information

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provided by one or more of our licensors or other sources of data could reduce the value of our software and services to our customers, which could materially harm our operating results.

System failures, delays and other problems could harm our reputation and business, cause us to lose customers and expose us to customer liability.

        Our success depends on our ability to provide accurate, consistent and reliable services and information to our customers on a timely basis. Our operations could be interrupted by any damage to or failure of:

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our computer software or hardware or our customers' or third-party service providers' computer software or hardware;



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our networks, our customers' networks or our third-party service providers' networks; and



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our connections to and outsourced service arrangements with third parties, such as Acxiom, which hosts data and applications for us and our customers.

        Our systems and operations are also vulnerable to damage or interruption from:

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power loss or other telecommunications failures;



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earthquakes, fires, floods, hurricanes and other natural disasters;



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computer viruses or software defects;



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physical or electronic break-ins, sabotage, intentional acts of vandalism and similar events; and



•

errors by our employees or third-party service providers.

        These risks will be exacerbated by our planned migration of our systems and operations to a more centralized platform. Because many of our services play a mission-critical role for our customers, any damage to or failure of the infrastructure we rely on, including those of our customers and vendors, could disrupt our ability to deliver information to and provide services for our customers in a timely manner, which could result in the loss of current and/or potential customers. In addition, we generally indemnify our customers to a limited extent for damages they sustain related to the unavailability of, or errors in, the software and services we provide; therefore, a significant interruption of, or errors in, our software and services could expose us to significant customer liability.

Security breaches could result in lost revenues, litigation claims and/or harm to our reputation.

        Our databases contain confidential data relating to our customers, policyholders and other industry participants. Security breaches, particularly those involving connectivity to the Internet, and the trend toward broad consumer and general public notification of such incidents, could significantly harm our business, financial condition or results of operations. Our databases could be vulnerable to physical system or network break-ins or other inappropriate access, which could result in claims against us and/or harm our reputation. In addition, potential competitors may obtain our data illegally and use it to provide services that are competitive to ours.

We operate in 45 countries, where we are subject to country-specific risks that could adversely impact our business and results of operations.

        We generated approximately 66.0% of our pro forma revenues during fiscal 2006 outside the U.S., and we expect sales from non-U.S. markets to continue to represent a majority of our total sales. Sales and operations in individual countries are subject to changes in local government regulations and policies, including those related to tariffs and trade barriers, investments, taxation,

12

currency exchange controls and repatriation of earnings. Our results are also subject to the difficulties of coordinating our operations across 45 different countries. Furthermore, our business strategy includes expansion of our operations into new and developing markets, which will require even greater international coordination, expose us to additional local government regulations and involve markets in which we do not have experience or established operations. In addition, our operations in each country are vulnerable to changes in socio-economic conditions and monetary and fiscal policies, intellectual property protection disputes, the settlement of legal disputes through foreign legal systems, the collection of receivables through foreign legal systems, exposure to possible expropriation or other governmental actions, unsettled political conditions and possible terrorist attacks. These and other factors may harm our operations in those countries and therefore our business and results of operations.

Our operating results may vary widely from period to period, which may cause our stock price to decline.

        Our contracts with insurance companies generally require time-consuming authorization procedures by the customer, which can result in additional delays between when we incur development costs and when we begin generating revenues from those software or services offerings. Our quarterly and annual revenues and operating results may fluctuate significantly in the future. In addition, we incur significant operating expenses while we are researching and designing new software and related services, and we typically do not receive corresponding payments in those same periods. As a result, the number of new software and services offerings that we are able to implement, successfully or otherwise, can cause significant variations in our cash flow from operations, and we may experience a decrease in our net income as we incur the expenses necessary to develop and design new software and services. We also may experience variations in our earnings due to other factors beyond our control, such as the introduction of new software or services by our competitors, customer acceptance of new software or services, the volume of usage of our offerings by existing customers and competitive conditions in our industry generally. We may also incur significant or unanticipated expenses when contracts expire, are terminated or are not renewed. Any of these events could harm our financial condition and results of operations and cause our stock price to decline.

Our future operating results may be subject to volatility as a result of exposure to foreign currency exchange risks.

        We derive most of our revenues, and incur most of our cost of sales and operating expenses, in currencies other than the U.S. dollar, principally the Euro. We currently do not hedge our exposure to foreign currency risks. In our historical financial statements, we re-measure our local currency financial results into U.S. dollars based on average exchange rates prevailing during a reporting period or the exchange rate at the end of that period. These re-measurements resulted in foreign currency translation adjustments of $10.9 million in fiscal 2005 and $3.8 million in fiscal 2006. Further fluctuations in exchange rates against the U.S. dollar could decrease our revenues, increase our costs and expenses and therefore harm our future operating results.

Future acquisitions and joint ventures or dispositions may require significant resources and/or result in significant unanticipated losses, costs or liabilities.

        We have grown in part, and in the future may continue to grow, by making acquisitions or entering into joint ventures or similar arrangements. Acquisitions and joint ventures require significant investment and managerial attention, which may be diverted from our other operations, and could entail a number of additional risks, including:

•

problems with effective integration of operations and/or management;

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•

loss of key customers, suppliers or employees;



•

increased operating costs; and



•

exposure to unanticipated liabilities.

        Furthermore, we participate in joint ventures in some countries. Our partners in these ventures may have interests and goals that are inconsistent with or different from ours, which could result in the joint venture taking actions that negatively impact our growth in the local market and consequently harm our business or financial condition. If we are unable to find suitable partners or if suitable partners are unwilling to enter into joint ventures with us, our growth into new geographic markets may slow, which would harm our results of operations.

        Additionally, we may finance future acquisitions and/or joint ventures with cash from operations, additional indebtedness and/or the issuance of additional securities, any of which may impair the operation of our business or present additional risks, such as reduced liquidity or increased interest expense. We may seek also to restructure our business in the future by disposing of certain of our assets, which may harm our future operating results, divert significant managerial attention from our operations and/or require us to accept non-cash consideration, the market value of which may fluctuate.

We may require additional capital in the future, which may not be available on favorable terms, or at all.

        Our future capital requirements depend on many factors, including our ability to develop and market new software and services and to generate revenues at levels sufficient to cover ongoing expenses. If we need to raise additional capital, equity or debt financing may not be available at all or may be available only on terms that are not favorable to us. In the case of equity financings, dilution to our stockholders could result, and in any case such securities may have rights, preferences and privileges that are senior to those of the shares offered hereby. If we cannot obtain adequate capital on favorable terms or at all, we may be unable to support future growth or operating requirements and, accordingly, our business, financial condition and results of operations could be harmed.

Privacy concerns could require us to exclude data from our software and services, which may reduce the value of our offerings to our customers, damage our reputation and deter current and potential users from using our software and services.

        In the European Union and other jurisdictions, there are significant restrictions on the use of personal data. Violations of these laws would harm our business. In addition, concerns about our collection, use or sharing of automobile insurance claims information or other privacy-related matters, even if unfounded, could damage our reputation and operating results.

Our business depends on our brands, particularly our Audatex brand, and if we are not able to maintain and enhance our brands, our business and operating results could be harmed.

        We believe that the brand identity that we have developed has significantly contributed to the success of our business. We also believe that maintaining and enhancing our brands, such as Audatex, are critical to the expansion of our software and services to new customers in both existing and new markets. Maintaining and enhancing our brands may require us to make substantial investments and these investments may not be successful. If we fail to promote and maintain our brands or if we incur excessive expenses in this effort, our business, operating results and financial condition will be harmed. We anticipate that, as our markets become increasingly competitive, maintaining and enhancing our brands may become increasingly difficult and expensive. Maintaining and enhancing our brands will depend largely on our ability to be a technology innovator and to continue to provide high quality software and services, which we may not do successfully. To date, we have engaged in relatively little direct brand promotion activities, and we may not successfully implement brand enhancement efforts in the future.

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Third parties may claim that we are infringing upon their intellectual property rights, and we could be prevented from selling our software or suffer significant litigation expense even if these claims have no merit.

        Our competitive position is driven in part by our intellectual property and other proprietary rights. Third parties, however, may claim that we, our software or operations or any products or technology, including claims data or other data, we obtain from other parties are infringing upon the intellectual property rights of others, and we may be unaware of intellectual property rights of others that may cover some of our assets, technology, software and services. Any litigation initiated against us regarding patents, trademarks, copyrights or other intellectual property rights, even litigation relating to claims without merit, could be costly and time-consuming and could divert our management and key personnel from operating our business. In addition, if any third party has a meritorious or successful claim that we are infringing upon its intellectual property rights, we may be forced to change our software or enter into licensing arrangement with third parties, which may be costly or impractical. These claims may also require us to stop selling our software and/or services as currently designed, which could harm our competitive position. We also may be subject to significant damages or injunctions that prevent the further development and sale of certain of our software or services and may result in a material loss in revenue.

We may be unable to protect our intellectual property and property rights, either without incurring significant costs or at all, which would harm our business.

        We rely on a combination of patents, copyrights, know-how, trademarks, license agreements and contractual provisions, as well as internal procedures, to establish and protect our intellectual property rights. The steps we have taken and will take to protect our intellectual property rights may not deter infringement, duplication, misappropriation or violation of our intellectual property by third parties. In addition, any of the intellectual property we own or license from third parties may be challenged, invalidated, circumvented or rendered unenforceable. In addition, the laws of some of the countries in which products similar to ours may be developed may not protect our software and intellectual property to the same extent as U.S. laws or at all. We may be unable to protect our rights in trade secrets and unpatented proprietary technology in these countries. We may also be unable to prevent the unauthorized disclosure or use of our technical knowledge or trade secrets by consultants, vendors, former employees and current employees, despite the existence of nondisclosure and confidentiality agreements and other contractual restrictions. If our trade secrets become known, we may lose our competitive advantages. If we fail to protect our intellectual property, we may not receive any return on the resources expended to create the intellectual property or generate any competitive advantage based on it.

        Pursuing infringers of our intellectual property could result in significant litigation costs and diversion of management resources, and any failure to pursue or successfully litigate claims against infringers could result in competitors using our technology and offering similar products and services, potentially resulting in loss of competitive advantage and decreased revenues.

We depend on a limited number of key personnel who would be difficult to replace. If we lose the services of these individuals, or are unable to attract new talent, our business will be adversely affected.

        We depend upon the ability and experience of our key personnel, who have substantial experience with our operations, the rapidly changing automobile insurance claims processing industry and the markets in which we offer our software and services. The loss of the services of one or more of our senior executives or key employees, such as our Chief Executive Officer, Tony Aquila, could harm our business and operations. Our success also depends on our ability to

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continue to attract, manage and retain other qualified management, sales and technical personnel as we grow. We may not be able to continue to attract or retain such personnel in the future.

We require a significant amount of cash to service our indebtedness, which reduces the cash available to finance our organic growth, make strategic acquisitions and enter into alliances and joint ventures.

        We have a significant amount of indebtedness. As of September 30, 2006, on a pro forma basis, our indebtedness, including current maturities, would have been $             million, and we would have been able to borrow an additional $             million under our amended and restated senior credit facility. For fiscal 2006, on a pro forma basis, our aggregate interest expense would have been $              million.

        Our indebtedness could:

•

make us more vulnerable to unfavorable economic conditions and a reduction in our revenues;



•

make it more difficult to obtain additional financing in the future for working capital, capital expenditures or other general corporate purposes;



•

require us to dedicate or reserve a large portion of our cash flow from operations for making payments on our indebtedness, which would prevent us from using it for other purposes, including software development;



•

make us susceptible to fluctuations in market interest rates that affect the cost of our borrowings to the extent that our variable rate debt is not covered by interest rate derivative agreements; and



•

make it more difficult to pursue strategic acquisitions, joint ventures, alliances and collaborations.

        Our ability to service our indebtedness will depend on our future performance, which will be affected by prevailing economic conditions and financial, business, regulatory and other factors. Some of these factors are beyond our control. If we cannot generate sufficient cash flow from operations to service our indebtedness and to meet our other obligations and commitments, we may be required to refinance our debt or to dispose of assets to obtain funds for such purpose. We cannot assure you that debt refinancings or asset dispositions could be completed on a timely basis or on satisfactory terms, if at all, or would be permitted by the terms of our debt instruments.

Our amended and restated credit facility may limit our ability to pay dividends, incur additional debt, make acquisitions and make other investments.

        Our amended and restated credit facility will contain covenants that may restrict our and our subsidiaries' ability to make certain distributions with respect to our capital stock, prepay other debt, encumber our assets, incur additional indebtedness, make capital expenditures above specified levels, engage in business combinations or undertake various other corporate activities. These covenants may require us also to maintain certain specified financial ratios, including those relating to total leverage and interest coverage.

        Our failure to comply with any of these covenants could result in the acceleration of our outstanding indebtedness. If acceleration occurs, we would not be able to repay our debt and it is unlikely that we would be able to borrow sufficient additional funds to refinance our debt. Even if new financing is made available to us, it may not be available on acceptable or reasonable terms. An acceleration of our indebtedness would impair our ability to operate as a going concern.

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Current or future litigation could have a material adverse impact on us.

        We have been and continue to be involved in legal proceedings, claims and other litigation that arise in the ordinary course of business. For example, we have been and are currently involved in disputes with collision repair facilities, acting individually and as a group in some situations, that claim that we have colluded with our insurance company customers to depress the repair time estimates generated by our repair estimating software. In addition, we are currently one of the defendants in a putative class action lawsuit alleging that we have colluded with our insurance company customers to cause the estimates of vehicle fair market value generated by our total loss estimation software to be unfairly low. Furthermore, we are also subject to assertions by our customers that we have not complied with the terms of our agreements with them, which could in the future lead to arbitration or litigation. While we do not expect the outcome of any such pending or threatened litigation to have a material adverse effect on our financial position, litigation is unpredictable and excessive verdicts, both in the form of monetary damages and injunction, could occur. In the future, we could incur judgments or enter into settlements of claims that could harm our financial position and results of operations.

Risks Related to This Offering

We will continue to be controlled by GTCR after the completion of this offering, which will limit your ability to influence corporate activities and may adversely affect the market price of our common stock.

        Upon completion of the offering, GTCR will own or control common stock representing, in the aggregate, a    % voting interest in us, or    % if the underwriters exercise in full their option to purchase additional shares. As a result of this ownership, GTCR will control the outcome of votes on all matters requiring approval by our stockholders, including the election of directors, the adoption of amendments to our certificate of incorporation and by-laws and approval of significant corporate transactions. GTCR can also take actions that have the effect of delaying or preventing a change in control of us or discouraging others from making tender offers for our shares, which could prevent stockholders from receiving a premium for their shares. These actions may be taken even if other stockholders oppose them.

        GTCR may also exercise control with respect to mergers or other business combinations that involve a change in control of us pursuant to a securityholders agreement among us, GTCR and some of our executives. Subject to specified conditions, that agreement requires the securityholders who are parties to it to consent to a sale of us to a non-affiliate of GTCR if the sale is approved by the holders of a majority of the shares subject to the agreement. So long as the shares subject to the securityholders agreement represent a majority of the voting power of our capital stock, this right gives GTCR the practical ability to sell us in its sole discretion, because GTCR currently controls a majority of the shares subject to the securityholders agreement and will continue to do so upon completion of this offering. Following this offering, a majority of the voting power of our capital stock will be subject to the securityholders agreement.

Conflicts of interest may arise because some of our directors are principals of our controlling stockholder.

        Two principals of GTCR will serve on our board of directors upon the completion of this offering. GTCR and its affiliates may invest in entities that directly or indirectly compete with us or companies in which they currently invest may begin competing with us. As a result of these relationships, when conflicts between the interests of GTCR and the interests of our other stockholders arise, these directors may not be disinterested. Although our directors and officers will have a duty of loyalty to us under Delaware law and our certificate of incorporation that will be

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adopted in connection with this offering, transactions that we enter into in which a director or officer has a conflict of interest are generally permissible so long as (1) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our board of directors and a majority of our disinterested directors, or a committee consisting solely of disinterested directors, approves the transaction, (2) the material facts relating to the director's or officer's relationship or interest as to the transaction are disclosed to our stockholders and a majority of our disinterested stockholders approves the transaction or (3) the transaction is otherwise fair to us. Under our certificate of incorporation, GTCR's representatives will not be required to offer to us any transaction opportunity of which they become aware and could take any such opportunity for themselves or offer it to other companies in which they have an investment, unless such opportunity is expressly offered to them solely in their capacity as a director of ours.

We are a "controlled company" within the meaning of the New York Stock Exchange rules and, as a result, will qualify for, and intend to rely on, exemptions from certain corporate governance requirements.

        Following the completion of this offering we will be deemed to be a "controlled company" under the rules of the NYSE. Under these rules, a company of which more than 50% of the voting power is held by a group is a "controlled company" and may elect not to comply with certain NYSE corporate governance requirements, including (1) the requirement that a majority of the board of directors consist of independent directors, (2) the requirement that the nominating committee be composed entirely of independent directors, (3) the requirement that the compensation committee be composed entirely of independent directors and (4) the requirement for an annual performance evaluation of the nominating and corporate governance and compensation committees. We intend to rely on this exemption, and therefore we do not intend to have a majority of independent directors or nominating and compensation committees consisting entirely of independent directors. Accordingly, you may not have the same protections afforded to stockholders of companies that are not deemed "controlled companies."

If we are not able to implement the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner or with adequate compliance, we may be subject to sanctions by regulatory authorities.

        Section 404 of the Sarbanes-Oxley Act requires that we evaluate and determine the effectiveness of our internal control over financial reporting by the end of June 30, 2008. If we have a material weakness in our internal control over financial reporting, we may not detect errors on a timely basis and our financial statements may be materially misstated. We will be evaluating our internal controls systems to allow management to report on, and our independent auditors to attest to, our internal controls. We will be performing the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification and auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act. While we anticipate being able to fully implement the requirements relating to internal controls and all other aspects of Section 404 by the June 30, 2008 deadline, we cannot be certain as to the timing of completion of our evaluation, testing and remediation actions or the impact of the same on our operations. If we are not able to implement the requirements of Section 404 in a timely manner or with adequate compliance, we may be subject to sanctions or investigation by regulatory authorities, such as the SEC or NYSE. Any such action could adversely affect our financial results or investors' confidence in us and could cause our stock price to fall. In addition, the controls and procedures that we will implement may not comply with all of the relevant rules and regulations of the SEC and NYSE. If we fail to develop and maintain effective controls and procedures, we may be unable to provide financial information in a timely and reliable manner, subjecting us to sanctions and harm to our reputation.

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Future sales of our common stock, or the perception in the public markets that these sales may occur, could depress our stock price.

        Sales of substantial amounts of our common stock in the public market after this offering, or the perception that these sales could occur, could adversely affect the price of our common stock and could impair our ability to raise capital through the sale of additional shares. Upon completion of this offering, we will have             shares of common stock outstanding. Of these shares, the    shares of common stock sold in this offering will be freely tradable, without restriction, in the public market. After the lock-up agreements pertaining to this offering expire, an additional    shares will be eligible for sale in the public market, subject to applicable manner of sale and other limitations under Rule 144 under the Securities Act of 1933, as amended, or the Securities Act. Following the expiration of the lock-up period, parties to our registration rights agreement, subject to certain exceptions, will have demand registration rights with respect to the registration of shares under the Securities Act. If this right is exercised, holders of all shares subject to the registration rights agreement will be entitled to participate in such registration. By exercising their registration rights, and selling a large number of shares, these holders could cause the price of our common stock to decline. An estimated             shares of common stock will be subject to our registration rights agreement upon completion of the offering.

Requirements associated with being a public company will increase our costs significantly, as well as divert significant company resources and management attention.

        Prior to this offering, we have not been subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, or the other rules and regulations of the SEC or any securities exchange relating to public companies. We are working with our legal, independent accounting and financial advisors to identify those areas in which changes should be made to our financial and management control systems to manage our growth and our obligations as a public company. These areas include corporate governance, corporate control, internal audit, disclosure controls and procedures and financial reporting and accounting systems. We have made, and will continue to make, changes in these and other areas. However, the expenses that will be required in order to adequately prepare for being a public company could be material. Compliance with the various reporting and other requirements applicable to public companies will also require considerable time and attention of management. We cannot predict or estimate the amount of the additional costs we may incur, the timing of such costs or the degree of impact that our management's attention to these matters will have on our business. In addition, the changes we make may not be sufficient to allow us to satisfy our obligations as a public company on a timely basis.

        In addition, being a public company could make it more difficult or more costly for us to obtain certain types of insurance, including directors' and officers' liability insurance, and we may be forced to accept reduced policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.

Our certificate of incorporation and by-laws contain provisions that could discourage another company from acquiring us and may prevent attempts by our stockholders to replace or remove our current management.

        Some provisions of our certificate of incorporation and by-laws may have the effect of delaying, discouraging or preventing a merger or acquisition that our stockholders may consider favorable, including transactions in which stockholders may receive a premium for their shares. In addition, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove

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our current management by making it more difficult for stockholders to replace or remove our board of directors. These provisions include:

•

authorization of the issuance of "blank check" preferred stock without the need for action by stockholders;



•

the removal of directors only by the affirmative vote of the holders of two-thirds of the shares of our capital stock entitled to vote;



•

any vacancy on the board of directors, however occurring, including a vacancy resulting from an enlargement of the board, may only be filled by vote of the directors then in office;



•

inability of stockholders to call special meetings of stockholders and limited ability of stockholders to take action by written consent; and



•

advance notice requirements for board nominations and proposing matters to be acted on by stockholders at stockholder meetings.

Our common stock has not been publicly traded prior to this offering, and we expect that the price of our common stock may fluctuate substantially.

        There has not been a public market for our common stock prior to this offering. We cannot predict the extent to which a trading market will develop or how liquid that market may become. If you purchase shares of our common stock in this offering, you will pay a price that was not established in the public trading markets. The initial public offering price will be determined by negotiations between the underwriters and us. You may not be able to resell your shares above the initial public offering price and may suffer a loss on your investment.

        Broad market and industry factors may adversely affect the market price of our common stock, regardless of our actual operating performance. Factors that could cause fluctuations in our stock price may include, among other things:

•

actual or anticipated variations in quarterly operating results;



•

changes in financial estimates by us or by any securities analysts who may cover our stock or our failure to meet the estimates made by securities analysts;



•

changes in the market valuations of other companies operating in our industry;



•

announcements by us or our competitors of significant acquisitions, strategic partnerships or divestitures;



•

additions or departures of key personnel; and



•

sales of our common stock, including sales of our common stock by our directors and officers or by GTCR or our other principal stockholders.

We currently do not intend to pay dividends on our common stock, and as a result, your only opportunity to achieve a return on your investment is if the price of our common stock appreciates.

        We currently do not expect to declare or pay dividends on our common stock in the foreseeable future. In addition, we expect that our amended and restated senior credit facility will limit our ability to declare and pay cash dividends on our common stock. As a result, your only opportunity to achieve a return on your investment in us will be if the market price of our common stock appreciates and you sell your shares at a profit. We cannot assure you that the market price for our common stock will ever exceed the price that you pay.

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You will suffer immediate and substantial dilution in the book value of your common stock as a result of this offering.

        The initial public offering price of our common stock will be considerably more than the net tangible book value per share of our outstanding common stock. This reduction in the value of your equity is known as dilution. This dilution occurs in large part because our earlier investors paid substantially less than the initial public offering price when they purchased their shares. Investors purchasing common stock in this offering will incur immediate dilution of $             in net tangible book value per share of common stock, based on an assumed initial public offering price of $             per share, the midpoint of the range set forth on the cover of this prospectus. In addition, if we raise funds by issuing additional securities, the newly issued shares will further dilute your percentage ownership of us.

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FORWARD-LOOKING STATEMENTS

        This prospectus contains forward-looking statements that are based on our management's beliefs and assumptions and on information currently available to us. These statements may be found throughout this prospectus, particularly under the headings "Summary," "Risk Factors," "Dividend Policy," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Business," among others. Forward-looking statements typically are identified by the use of terms such as "may," "should," "expect," "anticipate," "believe," "could," "estimate," "intend" and similar words, although some forward-looking statements are expressed differently. You should consider statements that contain these words carefully because they describe our expectations, plans, strategies, goals and beliefs concerning future business conditions, our results of operations, financial position and our business outlook or state other "forward-looking" information based on currently available information. The factors listed under the heading "Risk Factors" and in the other sections of this prospectus provide examples of risks, uncertainties and events that could cause our actual results to differ materially from the expectations expressed in our forward-looking statements. These factors include, among other things, the following:

•

our dependence on a limited number of customers for a substantial portion of our revenues;



•

continued pricing pressure;



•

implementation of or changes in laws, regulations or policies that could negatively affect our operations;



•

the competitive nature of the automobile insurance claims processing industry;



•

our ability to increase market share, successfully introduce new software and services and expand our operations to new geographic locations;



•

our ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced software on a timely basis;



•

our limited operating history as a stand-alone company;



•

potential impairment of our significant amount of goodwill and intangible assets and our ability to return to profitability;



•

our access to information generated by third parties;



•

our operating results may vary widely from period to period;



•

system failure or other operational events that impact our ability to deliver software and services in a timely manner;



•

our ability to safeguard our data;



•

risks associated with our extensive global operations;



•

the impact of or our ability to enter into future acquisitions, joint ventures or divestitures;



•

future availability of additional capital;



•

the unpredictability of intellectual property protection and maintenance and other intellectual property issues;



•

any future changes in management or loss of key personnel;



•

the degree to which we are leveraged and the terms of our debt service obligations; and



•

the outcome of legal proceedings.

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        The forward-looking statements made in this prospectus relate only to events as of the date on which the statements are made. Except as required by law, we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events, even if new information becomes available in the future. We note that the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995 does not apply to statements made in connection with an initial public offering.

INDUSTRY AND MARKET DATA

        Unless otherwise indicated, information contained in this prospectus concerning the automobile insurance claims processing and automobile insurance industries and our general expectations concerning these industries are based on information from independent industry analysts and publications and management estimates. We have derived management estimates from publicly available information released by third-party sources, as well as data from our internal research, and have based our estimates on such data and our knowledge of our industry and markets, which we believe to be reasonable. None of the independent industry publications used in this prospectus was prepared on our or our affiliates' behalf. Market position is based on total revenues, unless otherwise indicated. Estimates of historical growth rates in the markets in which we operate are not necessarily indicative of future growth rates in such markets.

CORPORATE REORGANIZATION

        We are currently a Delaware limited liability company. Prior to the completion of this offering, we will convert into a Delaware corporation. This conversion has been authorized by our board of managers pursuant to the authority granted to it in our limited liability company agreement, without any required vote or consent on the part of our existing unitholders. Upon the effectiveness of the conversion, all of our outstanding preferred and common units will be automatically converted into shares of common stock based on their relative rights as set forth in our limited liability company agreement. Specifically, each outstanding common unit will be converted into a number of shares of common stock equal to its pre-offering equity value divided by the initial public offering price. Each outstanding preferred unit will be converted into a number of shares of common stock equal to its liquidation value divided by the initial public offering price. Our preferred units have a liquidation value equal to their initial issuance price of $1,000, plus accrued yield at 8% per annum, compounded quarterly. As of September 30, 2006, the aggregate liquidation value of our outstanding preferred units was $212.1 million. Any increase or decrease in the initial public offering price as compared to the assumed initial public offering price will change the relative percentages of common stock owned by our preferred unitholders and common unitholders, but will not change the aggregate number of shares outstanding following the completion of this offering. See "Description of Capital Stock" for additional information regarding the terms of our certificate of incorporation and bylaws as will be in effect upon the closing of this offering.

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USE OF PROCEEDS

        Our net proceeds from the sale of             shares of common stock in this offering are estimated to be approximately $             million, based on an assumed offering price of $             per share, the midpoint of the range set forth on the cover of this prospectus, after deducting estimated underwriting discounts and commissions and estimated expenses payable by us in connection with the refinancing transactions.

        We intend to use the net proceeds from this offering as follows:

•

approximately $             million to repay outstanding principal indebtedness of $             million and to pay a related prepayment premium of $              million under our second lien credit facility;



•

approximately $             million to repay outstanding principal indebtedness of $             million under our subordinated unsecured credit facility and to pay a related prepayment premium; and



•

the remaining proceeds to reduce our outstanding borrowings under our first lien credit facility.

        We will not receive any of the proceeds from the sale of shares by the selling stockholders.

        As of September 30, 2006, the outstanding indebtedness under our first lien credit facility was $527.0 million, the outstanding indebtedness under our second lien credit facility was $211.0 million, and the outstanding indebtedness under our subordinated unsecured credit facility was $108.1 million. We used the net proceeds of these borrowings to fund a portion of the purchase price in connection with the Acquisition. As of September 30, 2006, the weighted average interest rate for borrowings under the first lien credit facility was 6.73% per annum, the interest rate for the second lien credit facility was 8.58% per annum, and the interest rate for the subordinated unsecured credit facility was 12.13% per annum. Our first lien credit facility matures in April 2013, our second lien credit facility matures in October 2013 and our subordinated unsecured credit facility matures in October 2014.

        If we obtain more proceeds from this offering than anticipated, we will borrow less under our amended and restated senior credit facility. If we obtain fewer proceeds, we will borrow more under our amended and restated senior credit facility.

        Affiliates of Goldman, Sachs & Co. and Citigroup Global Markets Inc., two of the underwriters in this offering, are lenders under our existing senior credit facility and therefore will receive a portion of the net proceeds of this offering.

DIVIDEND POLICY

        We do not expect for the foreseeable future to pay dividends on our common stock. Instead, we anticipate that all of our earnings in the foreseeable future will be used in the operation and growth of our business. Any future determination to pay dividends will be at the discretion of our board of directors and will depend upon, among other factors, our results of operations, financial condition, capital requirements and contractual restrictions. Our ability to pay dividends to holders of our common stock will be limited by restrictive covenants under our amended and restated senior credit facility.

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CAPITALIZATION

        The following table sets forth our consolidated cash and cash equivalents and our consolidated capitalization as of September 30, 2006 on an actual basis and on a pro forma basis to give effect to:

•

our reorganization as a corporation and the resultant conversion of all outstanding limited liability units into shares of common stock prior to the completion of this offering as described in "Corporate Reorganization"; and



•

the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds."

        You should read this table together with "Use of Proceeds," "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and related notes included elsewhere in this prospectus.

(1)

A $1.00 decrease or increase in the assumed initial public offering price would result in approximately a $             million decrease or increase in each of pro forma additional paid-in capital, pro forma total unitholders'/stockholders' equity and pro forma total capitalization, assuming the total number of shares offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Increases or decreases in the initial public offering price or the number of shares sold will also affect our outstanding borrowings under our amended and restated senior credit facility.

        The number of shares of common stock shown in the table above as issued and outstanding excludes             additional shares to be reserved for issuance under our 2007 Long-Term Equity Incentive Plan and our 2007 Employee Stock Purchase Plan.

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DILUTION

        Our net tangible book value deficit as of September 30, 2006, after giving effect to our corporate reorganization but before giving effect to the sale of              shares in this offering, was approximately $     million, or approximately $     per share. Net tangible book value deficit per share represents, prior to the sale of the    shares of common stock offered in this offering, the amount of our total tangible assets less the amount of our total liabilities, divided by the number of shares of common stock outstanding at September 30, 2006 after giving effect to our corporate reorganization. Dilution in net tangible book value per share represents the difference between the amount per share paid by investors in this offering and the pro forma net tangible book value per share of our common stock outstanding immediately after this offering.

        After giving effect to our corporate reorganization and the sale of the             shares of common stock in this offering, based upon an initial offering price of $              per share, the midpoint of the range set forth on the cover of this prospectus, after deducting underwriting discounts and commissions and estimated expenses payable by us in connection with the refinancing transactions, our pro forma net tangible book value as of September 30, 2006 would have been approximately $             million, or $             per share of common stock. This represents an immediate increase in pro forma net tangible book value of $             per share to existing stockholders and an immediate dilution of $             per share to new investors purchasing shares of common stock in this offering at the initial public offering price.

        The following table illustrates this dilution in pro forma net tangible book value to new investors:

        The following table summarizes, as of September 30, 2006, on a pro forma basis, the number of shares of our common stock purchased from us, the aggregate cash consideration paid to us and the average price per share paid to us by existing stockholders and to be paid by new investors purchasing shares of our common stock in this offering. The table assumes an initial public offering price of $                        per share, the midpoint of the range set forth on the cover of this prospectus, before deducting underwriting discounts and commissions and estimated offering expenses payable by us in connection with the refinancing transactions:

        The above discussion and tables are based on             shares of common stock issued and outstanding as of September 30, 2006 after giving pro forma effect to our reorganization into a corporation and excludes             additional shares to be reserved for issuance under our 2007 Long-Term Equity Incentive Plan and our 2007 Employee Stock Purchase Plan. In addition, you will

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incur additional dilution if we grant options, warrants or other rights to purchase our common stock in the future with exercise prices below the initial public offering price.

        If the underwriters exercise in full their option to purchase additional shares, our existing stockholders would own approximately    % and our new investors would own approximately    % of the total number of shares of our common stock outstanding after this offering.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma combined financial statements give effect to the Acquisition and the corporate reorganization and refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," in accordance with Article 11 of the Securities and Exchange Commission's Regulation S-X.

The Acquisition

        On April 13, 2006, Solera Holdings, LLC acquired the Claims Services Group for approximately $1.0 billion. The Acquisition was accounted for as a purchase pursuant to Statement of Financial Accounting Standard, or SFAS No. 141, Business Combinations. Under purchase accounting, the total purchase price was allocated to the acquired business's net tangible and identifiable intangible assets based on their estimated fair values as of April 13, 2006. The excess of the purchase price over the net tangible and identifiable intangible assets was recorded as goodwill. The fair value of the identifiable intangible assets pertaining to software and database technology, customer relationships and trademarks was established based on a discounted cash flow approach. The preliminary allocation of the purchase price was based upon certain estimates and assumptions that are subject to change. The primary areas of the purchase price allocation that are not yet finalized relate to certain employee related liabilities, income and non-income based taxes and residual goodwill. The purchase price allocation resulted in the following identifiable intangible assets and related amortization periods:

        These intangible assets are amortized on an accelerated basis to reflect the pattern in which economic benefits of the intangible assets are consumed. The above useful lives represent our best estimates of the expected useful lives. However, the actual lives may differ significantly from these estimates.

        The Acquisition was financed through a combination of common and preferred equity and debt financing.

        Prior to the Acquisition, Solera's operations consisted primarily of developing our business plan, recruiting personnel, providing consulting services, raising capital and identifying and evaluating operating assets for acquisition.

        Prior to the Acquisition, our business was operated as the Claims Services Group, a business unit of ADP. As a result, the historical combined financial information of the Claims Services Group included in this prospectus is presented on a carve-out basis and reflects the assets, liabilities, revenues and expenses that were attributed or allocated to it as a business unit of ADP. These historical combined financial statements include costs for facilities, functions and services used by the Claims Services Group at ADP sites that it shared with other ADP business units and costs for certain functions and services performed by centralized ADP organizations that were directly charged to the Claims Services Group based on usage. The combined statements of earnings for the Claims Services Group include allocations of certain expenses of ADP, including general corporate overhead, insurance, equity-based compensation and pension plans, royalty fees, facilities and other expenses. These allocations were based on a variety of factors. We believe that these allocations are not materially different from amounts we would have incurred as a stand-alone company.

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Corporate Reorganization and Refinancing Transactions

        We are currently a Delaware limited liability company. Prior to the completion of this offering, we will convert into a Delaware corporation. Upon the effectiveness of the conversion, all of our outstanding preferred and common units will be automatically converted into shares of common stock based on their relative rights as set forth in our limited liability company agreement. As a part of this offering we will also repay a portion of our indebtedness outstanding and refinance our remaining indebtedness. See "Corporate Reorganization" and "Use of Proceeds" for additional information.

Pro Forma Combined Financial Statements

        The unaudited pro forma combined balance sheet as of September 30, 2006 gives effect to our corporate reorganization and the refinancing transactions, including the completion of this offering and the application of the net proceeds therefrom as described under "Use of Proceeds," as if they occurred on September 30, 2006. The unaudited pro forma combined statement of operations for fiscal 2006 gives effect to the Acquisition, our corporate reorganization and the refinancing transactions as if each had occurred on July 1, 2005. The unaudited pro forma combined statement of operations for the three months ended September 30, 2006 gives effect to the corporate reorganization and the refinancing transactions as if each had occurred on July 1, 2005. The assumptions underlying the pro forma adjustments are described in the accompanying notes. These notes are an integral part of the unaudited pro forma combined financial statements.

        The unaudited pro forma combined balance sheet as of September 30, 2006 has been derived from the unaudited historical consolidated balance sheet of Solera Holdings, LLC as of September 30, 2006.

        The unaudited pro forma combined statement of operations for fiscal 2006 has been derived from the audited historical consolidated statement of operations for Solera Holdings, LLC for the year ended June 30, 2006 and from the audited historical combined statement of operations for the Claims Services Group for the period from July 1, 2005 to April 13, 2006. The unaudited pro forma combined statement of operations for the three months ended September 30, 2006 has been derived from the unaudited historical consolidated statement of operations for Solera Holdings, LLC for the three months ended September 30, 2006.

        The unaudited combined pro forma financial statements should not be considered indicative of actual results that would have been achieved had the transactions described above been actually completed on the dates indicated and do not purport to indicate financial data as of any future period. The unaudited combined pro forma financial statements should be read together with the information contained in "Selected Historical Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and the related notes included elsewhere in this prospectus.

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SOLERA HOLDINGS, INC. AND SUBSIDIARIES

Pro Forma Combined Balance Sheet
as of September 30, 2006

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SOLERA HOLDINGS, INC. AND SUBSIDIARIES

Pro Forma Combined Statement of Operations
For the Fiscal Year Ended June 30, 2006

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SOLERA HOLDINGS, INC. AND SUBSIDIARIES

Pro Forma Statement of Operations
For the Three Months Ended September 30, 2006