UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

Commission File Number 0-21323

NAVTEQ CORPORATION

(Exact name of registrant as specified in its charter)

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer (as defined in Rule 405 of the Securities Act). Yes x
No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes o No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained to the best of the registrant’s knowledge, in the definitive proxy statement incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o Nox

As of June 29, 2007, the aggregate market value of the registrant’s common stock held by non-affiliates, computed by reference to the price at which the common stock was last sold, equaled approximately $4,142,256,418

 The number of shares of the registrant’s common stock, $0.001 par value, outstanding as of April 14, 2008 was 98,955,834.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY STATEMENT

NAVTEQ Corporation is filing this Amendment No. 1 to its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (“Amendment No. 1”), originally filed with the Securities and Exchange Commission on February 29, 2008 (the “Original Filing”), as we will not file our definitive proxy statement within 120 days of the end of our fiscal year ended December 31, 2007. This Amendment No. 1 adds the information required by the following items of Part III of Form 10-K:

We hereby amend Items 10, 11, 12, 13 and 14 of Part III of our Original Filing by deleting the text of such Items 10, 11, 12, 13 and 14 in their entirety and replacing them with the information provided below under the respective headings.

This Amendment No. 1 does not affect any other items in our Original Filing, except that we are filing as exhibits to this amendment updated certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Except as otherwise expressly stated for the items amended in this Amendment No. 1, all other information provided in the Original Filing is unchanged. This Amendment No. 1 does not reflect events occurring after the filing of the Original Filing or modify or update the disclosures presented in the Original Filing, except in relation to the items filed in this Amendment No. 1. Accordingly, this Amendment No. 1 should be read in conjunction with our filings with the Securities and Exchange Commission made subsequent to the date of the Original Filing.

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PART III

Item 10.  Directors, Executive Officers and Corporate Governance.

Information about the Board of Directors.

The table below shows the name and age, as of the filing date, of each of the directors, and any of the positions and offices held by each with NAVTEQ.

(1) Serves as a member of the Board of Directors pursuant to the terms of his employment agreement.

Business Experience of Directors

Richard J. A. de Lange has served as a member of our Board of Directors since June 1996 and was the Chairman of our Board of Directors from October 1999 until October 2004. He joined Philips Electronics Nederland B.V. in 1970 and held various positions of increasing responsibility within Philips until June 2002. Mr. de Lange was Chairman and Chief Executive Officer of the board of management of Philips Electronics Nederland B.V. from October 1998 to June 2002. From September 2003 until December 2004, Mr. de Lange served as an advisor to the Board of United Pan-Europe Communications Inc. From March 1996 until September 2003, he was a member of the Supervisory Board of United Pan-Europe Communications N.V.  Mr. de Lange is also Chairman of the Dutch Society of Industry and Commerce; Chairman of the Climate and Energy committee of VNO-NCM, the Confederation of Dutch Industry and Employers; a Director of the Netherlands Institute for Arbitrage and a Director of the Willem I Foundation.   Mr. de Lange is the former acting Chairman of EnergieNed, the federation of energy companies in The Netherlands, and a former director of Van Thiel United B.V.

Christopher Galvin has served as a member and the non-executive chairman of our Board of Directors since October 2004. Since 2005, Mr. Galvin has served as Chairman of Harrison Street Capital, a private equity firm.  From 1999 to 2003, Mr. Galvin was Chairman of the Board and CEO of Motorola Inc. Mr. Galvin joined Motorola Inc. in 1973 and served that company in numerous senior executive positions over three decades. He was appointed to the role of Senior Vice President and the Chief Corporate Staff Officer at Motorola in January 1988, and became a member of the Policy and Operating Committees of the corporation. He was elected President and Chief Operating Officer in 1993 and was promoted to Chief Executive Officer in 1997. Mr. Galvin (i) serves on Bechtel Corporation’s Board of Counselors; Northwestern University’s Board of Trustees Executive Committee; former member of the Advisory Committee to the Chief Executive of Hong Kong and Tienjin, China; and the American Enterprise Institute Board; (ii) is a member of the Legion D’honneur, Business Council (US); and the American Society of Corporate Executives; and (iii) is Past Chair of the US-China Business Council, a former member of US Department of Defense Science Board; and a former Director of the Rand Corporation.

Andrew J. Green has served as a member of our Board of Directors since March 2006. Since January 1, 2008, Mr. Green has served as Chief Executive Officer of LogicaCMG, a business consulting, systems integration and IT and business process outsourcing company.  From early 2007 through December 2007, Mr. Green served BT plc, a leading provider of communications solutions and services, as Chief Executive Officer BT Group Strategy and Operations and Chief Transformation Officer.  From October 2001 until early 2007, Mr. Green was Chief Executive of BT Global Services, a division of BT plc.  From 1986 until October 2001, Mr. Green held a number of positions at BT plc, including Chief Executive of BT Openworld and Group Director of Strategy and Development.  Mr. Green is also an executive board director and member of the executive committee of LogicaCMG.

Judson C. Green has served as our President and Chief Executive Officer and as a member of our Board of Directors since joining us in May 2000. Previously, Mr. Green was the President of Walt Disney Attractions, the theme park and resort segment of The Walt Disney Company, from August 1991 until December 1998, and Chairman from December 1998 until April 2000. Prior to his positions at Walt Disney Attractions, he served as Chief Financial Officer of The Walt Disney Company from December 1989 until August 1991. Mr. Green is also currently a director of Harley-Davidson, Inc. and Dreamworks Animation SKG, Inc.

William L. Kimsey has served as a member of our Board of Directors since October 2004. From 1998 to 2002, Mr. Kimsey was Global Chief Executive Officer and a member of the Global Executive Board of the public accounting firm of Ernst & Young.

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Mr. Kimsey has more than 30 years of experience, all gained at Ernst & Young and its predecessor, Arthur Young & Company. Mr. Kimsey is also a director of Accenture Ltd., Parsons Corporation, Royal Caribbean Cruises, Ltd. and Western Digital Corporation. Mr. Kimsey is a certified public accountant and is a member of the American Institute of Certified Public Accountants.

Scott D. Miller has served as a member of our Board of Directors since August 2004. Since March 2004, Mr. Miller has concurrently served as the President and CEO of the Six Sigma Academy, a Six Sigma deployment firm providing progressive Six Sigma training and implementation, and as Chief Executive Officer of G100, a membership organization providing a forum for CEOs to discuss timely issues with their peers. Previously, Mr. Miller served as Non-Executive Vice Chairman of Hyatt Hotels Corporation, an international hospitality and real estate company based in Chicago, Illinois, from May 2003 through September 2003, as President from December 1999 to April 2003 and as Executive Vice President from August 1997 to December 1999. Prior to joining Hyatt, Mr. Miller was a founding partner and CEO of United Infrastructure, an infrastructure operating and development company in partnership with Peter Kiewit Sons and Bechtel Enterprises. Mr. Miller currently serves on the boards of Schindler Holding Ltd. and AXA Financial, Inc.

Dirk-Jan van Ommeren has served as a member of our Board of Directors since March 1999. Mr. van Ommeren is also the Chairman of the Board of Managing Directors of Oranje-Nassau Groep B.V. Previously, Mr. van Ommeren was the Managing Director of Oranje-Nassau Groep B.V. from 1996 to 1999. Mr. van Ommeren has also held management positions with Amsterdam Investeringsbank N.V., Westland/Utrecht Hypotheekbank N.V. and Amsterdam-Rotterdam Bank N.V. Mr. van Ommeren also holds positions with VVAA Groep B.V. (member of the Supervisory Board), Stallergenes S.A. (member of the Supervisory Board), AVR Lux (Director) and Stahl Holding B.V. (Director).

Meetings of Independent Directors

Our non-management directors meet in regularly scheduled executive sessions at which only independent directors are present. The presiding director of the executive sessions of non-management directors is our Chairman of the Board (if he or she is independent). If the Chairman of the Board is not independent, then one of the chairs of our standing Board committees who is an independent director presides over such executive sessions. If not otherwise specified by the non-management directors, the director presiding as chair at such meetings rotates among the chair of the Audit, Compensation and Nominating and Corporate Governance committees. Interested parties may communicate with any such director by sending a letter to such director to our corporate headquarters as set forth under “Stockholder Communications” below.

Executive Officers

The information required by this item relating to our executive officers was included under the caption “Executive Officers of the Registrant” in Part I of the Original Filing.

Code of Ethics

We have adopted a code of ethics, known as our Code of Ethics and Business Conduct, that applies to all employees including our principal executive officer, principal financial officer, principal accounting officer and controller and persons performing similar functions, as well as our Board of Directors.  This code of ethics can be found on our web site at www.navteq.com by completing the following steps:

·      First, click on Investor Relations;

·      Click on Corporate Governance; and

·      Finally, click on either Code of Conduct — NA, Code of Conduct — EU or Code of Conduct - Korea, for our North America, European and Korean codes of ethics, respectively.

Stockholders may also obtain a copy of the Code of Ethics and Business Conduct by submitting a request for such copy to NAVTEQ, c/o Corporate Secretary, 425 W. Randolph Street, Chicago, Illinois 60606.

Committee Charters and Corporate Governance Guidelines

A copy of the charters for the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee as well as our Corporate Governance Guidelines are available on our web site at  www.navteq.com  under “Investor Relations — Corporate Governance.”  Stockholders may also obtain copies of these charters and our Corporate Governance Guidelines by submitting a request for any such copy to NAVTEQ, c/o Corporate Secretary, 425 W. Randolph Street, Chicago, Illinois 60606.

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Procedures to Recommend Nominees

There has not been any material change to the procedures by which security holders may recommend nominees to our board of directors that were implemented since the description of such policy in our Proxy Statement related to the 2007 Annual Meeting of Stockholders.

Audit Committee

Our Audit Committee is currently comprised of Mr. Kimsey (Chairman), Mr. Miller and Mr. van Ommeren. The Board of Directors has determined that all of the members of the Audit Committee are “independent” as defined by the applicable rules and regulations of the New York Stock Exchange and the Securities and Exchange Commission and that Mr. Kimsey and Mr. van Ommeren are each “audit committee financial experts” as that term is defined in the Securities and Exchange Commission’s rules and regulations. In addition, in accordance with the New York Stock Exchange listed company requirements, the Board has determined that Mr. Kimsey’s service on the audit committees of three other public companies will not impair Mr. Kimsey’s ability to serve on our Audit Committee.

The Board of Directors has adopted a written charter that outlines the duties of the Audit Committee. A copy of this charter is available on our web site at  www.navteq.com  under “Investor Relations—Corporate Governance.” A copy of the charter is also available upon written request for such copy to NAVTEQ, c/o Corporate Secretary, 425 W. Randolph Street, Chicago, Illinois 60606. The Audit Committee is primarily concerned with the accuracy and effectiveness of the audits conducted by our internal audit staff and the audits of our financial statements and internal controls over financial reporting by our independent auditors. Its duties include:

·                  selecting independent auditors;

·                  reviewing the scope of the audit to be conducted by the independent auditors and the results of their audit;

·                  approving non-audit services provided to us by the independent auditor;

·                  reviewing the integrity, adequacy and effectiveness of our financial reporting process and internal controls;

·                  reviewing and discussing our financial reporting practices, including the disclosures in our annual and quarterly reports and the accounting standards and principles followed;

·                  reviewing the scope and results of the work performed by our internal audit staff; and

·                  conducting other reviews relating to compliance by our employees with our policies and applicable laws.

Stockholder Communications

The Board of Directors provides a process by which stockholders may communicate with the Board, including non-management members. Stockholders who wish to communicate with the Board may do so by sending written communications addressed to any member or the entire Board of Directors of NAVTEQ, c/o Corporate Secretary, 425 W. Randolph Street, Chicago, Illinois 60606. We will forward all mail received at our corporate office that is addressed to the Board of Directors or any member of the Board. On a periodic basis, all such communications will be compiled by our Secretary and submitted to the Board of Directors or the specific Board member to whom the communications are addressed.

Other Matters - Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than ten percent of a registered class of our equity securities (collectively, “Reporting Persons”), to file initial reports of ownership and reports of change of ownership with the SEC. Reporting Persons are additionally required by SEC regulations to furnish us with copies of all Section 16(a) forms they file. Based solely upon a review of copies of reports furnished to us during 2007, all Reporting Persons were in compliance except that three reports on Form 4 were not timely filed by John K. MacLeod, 2 reports on Form 4 were not timely filed by each of Lawrence M. Kaplan, Christine Moore and Denise Doyle and one report on Form 4 was not timely filed by Clifford I. Fox, Winston Guillory, Jeffrey L. Mize, David B. Mullen, Neil T. Smith and Richard E. Shuman.

Certifications

Copies of the CEO/CFO certifications required under Section 302 of the Sarbanes Oxley Act of 2002 have been filed as exhibits to the Original Filing and to this Amendment No. 1.  On April 25, 2007, Judson C. Green, our President and Chief Executive Officer, submitted to the New York Stock Exchange an annual certification stating that as of the date thereof he was not aware of any violation by the Company of the NYSE’s corporate governance listing standards, as required by Section 303A.12(a) of the NYSE’s Listed Company Manual. 

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Item 11.  Executive Compensation

Compensation Discussion and Analysis

Objectives and Philosophy of Executive Compensation

The Compensation Committee of our Board of Directors, composed entirely of independent directors, administers our executive officer compensation program. The Compensation Committee is responsible for developing and implementing an executive compensation program that takes into account our business strategy and objectives, the competitive environment for highly-qualified managerial talent, and other relevant factors. The Compensation Committee’s role includes determining the nature and amount of compensation to be paid to our executive officers, establishing performance-based criteria and goals related to compensation and evaluating the performance of our Chief Executive Officer and our other executive officers in light of these criteria and goals. The Compensation Committee regularly reviews our executive officer compensation program to ensure that the program is consistent with our philosophy and objectives.

We believe that a competitive compensation program for our executive officers is necessary for our success. Our philosophy is to pay elements of compensation, both individually and collectively, that we believe are fair and reasonable while enabling us to achieve our goal of attracting and retaining the type of highly-qualified managerial talent that we believe is essential to enhancing stockholder value. In addition to attracting and retaining senior executives, the key objectives of our executive officer compensation program are to motivate our executive officers to achieve our short-term and long-term business objectives and reward them for their achievements of those objectives, and meaningfully relate their compensation to our performance, including aligning their compensation with long-term increases in stockholder value.  Consistent with our philosophy, a meaningful portion of the compensation of our senior executives is variable or “at risk,” as the payment or value of that portion of their compensation is dependent upon the attainment of performance goals.

The primary components of our compensation program for executive officers consist of base salary, bonus awards payable in cash, and equity-based awards consisting of stock options and performance-based restricted stock units. We believe that these components allow us to most directly achieve the objectives of our compensation program. In particular, we believe that these components encourage and reward high levels of performance over both the near term and long term, and that an executive compensation program providing for an appropriate mix of short-term and long-term compensation is consistent with these objectives.

In this Compensation Discussion and Analysis, we use the term “named executive officer” and “named executive officers,” individually or collectively, as applicable, to refer to our Chief Executive Officer and Chief Financial Officer serving in those capacities during 2007, as well as the other individuals identified in the Summary Compensation Table below.

Primary Compensation Components of Employment Agreements

We are party to employment agreements with each of our named executive officers, which include provisions related to compensation. Therefore, in determining certain elements of each executive officer’s compensation, we are bound by those contractual provisions. We are able to terminate the employment of each of our named executive officers without cause, however, subject to certain termination payments as described under “Payments upon Termination or Change-in-Control” below.

In arriving at the terms of Mr. Green’s amended and restated employment agreement, the Compensation Committee adhered to the same general compensation philosophy and objectives described above, and also took into consideration input from independent compensation consultants retained by the Compensation Committee.  The Compensation Committee believes that the terms of the employment agreements with the other named executive officers, including the initial employment agreements with Messrs. Mullen, MacLeod and Mize which were entered into by us prior to our initial public offering, are generally consistent with the compensation philosophy and objectives established by it.  We believe that these employment agreements are an important element in recruitment and retention of our named executive officers, provide certainty to us in the case of certain termination events and protect us with respect to confidentiality and competitive activity by the officer following termination.

A summary of the compensation components of these employment agreements is set forth below under “Employment Agreements.”

Executive Compensation Components

For 2007, the primary components of our compensation program for our named executive officers consisted of:

·      base salary;

·      performance-based bonus awards payable in cash; and

·      long-term equity-based compensation consisting of stock options and performance-based restricted stock units.

In determining each component of compensation, the Compensation Committee considered and took into account certain information and advice provided by Deloitte Consulting LLP (“Deloitte”), an outside executive compensation advisor retained directly by the Compensation Committee. As more specifically described below, Deloitte provided the Compensation Committee with a review of competitive compensation survey results and compensation data from proxy statements for peer group companies

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(collectively, the “competitive benchmarks”) for those executive officers where such peer group data was relevant as described below. The availability of peer group proxy data for the roles of Mr. Modi and Mr. Mize was limited, and so peer group proxy data for Mr. Modi was not used and peer group proxy data for Mr. Mize was provided based on the peer organizations’ top sales positions, which were the closest comparable positions.  The information provided by Deloitte compared the compensation of our executive officers for 2006 to the median and 75^th percentile levels of the competitive benchmarks.  This information showed that the compensation of Mr. Green for 2006 was above the 75^th percentile of the survey data and between the median and 75^th percentile of the peer group data, and that the compensation of our other executive officers for 2006 was generally at the 75^th percentile of the survey data and the median of the peer group data.  The Compensation Committee considered this information in setting the compensation of our executive officers for 2007, but did not target any specific level.   We also retained Deloitte during the year to advise us with respect to expatriate employee issues and to provide tax advice related to equity grants.

Base Salary

We provide base salary compensation to our named executive officers to ensure a minimum level of compensation for the services they are expected to render to us during the fiscal year. Base salary compensation also is the starting point for determining the incentive compensation and certain benefits, as these elements are a function of base salary. Increases in annual base salary for the following fiscal year are designed, in part, to maintain competitiveness of such compensation while simultaneously continuing to motivate our named executive officers to achieve our short-term business objectives for the next annual period.

The amount of base compensation paid to each of our named executive officers in 2007 was determined by our Compensation Committee based on a number of factors, including our overall financial performance, the executive’s employment agreement, the executive’s individual performance during the prior fiscal year and sustained performance over a number of years (other than Mr. Modi who joined us in December 2006), the executive’s expected performance in 2007, the executive’s duties and responsibilities and the executive’s level of experience. The Compensation Committee also considered and took into account competitive compensation information and advice provided by Deloitte, in its role as outside executive compensation advisor, including information about the competitive benchmarks.  In considering the executives’ past, current and future expected performance, the Compensation Committee also received input from Mr. Judson Green, our President and Chief Executive Officer.

The competitive benchmarks identified in the Deloitte review were used by the Compensation Committee to assess the competitiveness and the reasonableness of the base compensation, both individually and collectively with the other primary elements of compensation, as well as to the ratio of the base compensation to the total compensation. The competitive compensation survey results were based on both survey data and peer group proxy data. The survey data included the 2006 Radford Executive Survey, 2006 Mercer Executive Compensation Regression Analysis and 2006/2007 Watson Wyatt Top Management Compensation Calculator. The compensation survey results were regressed to a revenue size similar to ours and aged to a common effective date of January 1, 2007 using an annual increase factor of 3.9% based on the proposed total pay increase for officers/executives cited in the World at Work 2006/2007 Salary Budget Survey. The peer group identified by Deloitte and used by the Compensation Committee consisted of eighteen companies, which were selected based on their having an industry classification, revenue size and market capitalization comparable to ours. The peer group companies were:

The following table shows a comparison of the base salary of each of our named executive officers for fiscal years 2006 and 2007:

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Annual Non-Equity Incentive Awards

Annual non-equity incentive awards, which we refer to herein as “bonuses,” paid to our named executive officers for annual performance are designed to both reward the executive officers for the achievement of our objectives and relate their compensation to our performance during that year. The Compensation Committee believes that tying a material percentage of the annual compensation of our executive officers to our annual performance in the form of such bonuses provides our named executive officers with incentive to achieve those business objectives.

It is our practice to make the annual bonus payments to our named executive officers early in the year following the year in which those bonuses were earned, as the Compensation Committee reviews certain of the components of each named executive officer’s target bonus based on our fiscal year-end financial statements as they become available after December 31. Pursuant to this process, bonus awards to our named executive officers for their 2007 performance were paid to them in February 2008.

The Compensation Committee, with input from Judson Green, our President and Chief Executive Officer, sets the performance objectives for each of our named executive officers early in the fiscal year for which performance bonuses based on achievement of those objectives will be determined. At the beginning of 2007, the Compensation Committee, with input from Mr. Green, set the performance objectives for 2007. The key factors the Compensation Committee considered in determining the performance objectives for the year include management’s operating plan and budget for the year, each particular officer’s duties and responsibilities, and the expected contribution that each executive officer’s fulfillment of the executive officer’s duties and responsibilities would make to the achievement of our goals. While these objectives vary from individual to individual, they include meeting or exceeding the budget set for such individual’s area of responsibility, strengthening and growing our business and our customer and industry relationships, expanding and improving our products, services and strategies, improving our operations, recruiting talented employees and improving employee development, performance, recognition and satisfaction, driving a communication rich culture and building effective relationships and work processes.

The Compensation Committee set the 2007 target bonus amounts for our named executive officers as a percentage of each named executive officer’s base salary. In determining the percentage for each named executive officer, the Compensation Committee considered a number of factors, including the particular officer’s level of responsibility, each executive officer’s employment agreement, input from Mr. Green (for executive officers other than himself), and input from Deloitte, in its role as outside executive compensation advisor. As part of its deliberations, the Compensation Committee reviewed the competitive benchmarks regarding performance-based compensation programs. The competitive benchmarks were used to assess the competitiveness and the reasonableness of the target bonus amounts, both on a stand-alone basis and in the context of the other primary elements of the named executive officer’s compensation, and the ratio of the bonus-based potential compensation to the named executive officer’s total compensation.  The Compensation Committee set Mr. Green’s 2007 target bonus at 100% of his base salary compensation, with an opportunity to earn a bonus of up to 225% of his base salary compensation. The Compensation Committee set Mr. Mullen’s, Mr. MacLeod’s, Mr. Mize’s and Mr. Modi’s 2007 target bonus at 60%, 60%, 50% and 50% of such named executive officer’s base salary compensation, respectively.  The Compensation Committee has the discretion to award bonuses in an amount lower or higher than the target amount in the Committee’s discretion.

In connection with the determination of Mr. Green’s target bonus for 2007, the Compensation Committee set financial performance goals for Mr. Green relating to net income and revenue growth over 2006.  The target amount of net income was $127.6 million and the target revenue growth was 28% over 2006, or $749.7 million. These target amounts were based on the financial goals set in connection with the Board of Directors’ consideration and approval of our annual operating plan for 2007.  These financial goals were set at levels that the Compensation Committee believed were not guaranteed as similarly formulated goals have been used in prior years, and such goals had only sometimes been achieved.  The Compensation Committee believed that the goals were, however, capable of being achieved if our executive officers met or exceeded their objectives, if we performed according to our annual operating plan and if the assumptions in our annual operating plan proved correct.  In addition, the Compensation Committee set personal objectives for Mr. Green relating to: expanding and improving our production, products, services and business; increasing customer satisfaction; growing and enhancing customer relationships; and leadership.

 To aid in the determination of Mr. Green’s actual bonus amount, the Compensation Committee adopted a formula under which: (1)the one-half of his target relating to the achievement of financial objectives may be adjusted to be less than or greater than the target amount for such one-half (i.e., 50% of base compensation) depending on whether, and the extent to which, the objectives either were not met or were exceeded, for a range of 0% to 150% of the target bonus amount; and (2) the one-half of his target relating to the achievement of personal objectives may be adjusted to less than or greater than the target amount for such one-half (i.e., 50% of base compensation) depending on the Committee’s assessment, which is inherently subjective but to be adjudged with consideration of objective data where available, of Mr. Green’s degree of achievement of such personal objectives, for a range of 0% to 75% of the target bonus amount. The Compensation Committee retained the right to adjust the bonus payment to Mr. Green by plus or minus up to 30% of the target amount if, in the Compensation Committee’s judgment, the formula did not provide an equitable result.

If the target amounts of net income and revenue growth, as described above, were to be met, then Mr. Green would receive 100% of this one-half of his total target bonus amount.  The formula further defines threshold and maximum levels of net income and revenue growth.  The threshold and maximum levels of net income were $102.1 million and $153.1 million, respectively.  The threshold and maximum levels of revenue growth were 13% and 43% (or $637.2 million and $862.2 million), respectively.  For results

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below or above the target levels, the bonus amount is calculated by multiplying two amounts.  First, at the threshold level of net income, Mr. Green would receive 25% of his total target bonus amount and at the maximum level of net income, Mr. Green would receive 75% of his total target bonus amount.  For results in between the threshold amount and the target amount or between the target amount and the maximum amount, the percentage of target bonus amount would be interpolated on a linear basis.  For results below the threshold level, the percentage would be set at an amount determined in the Compensation Committee’s discretion.  The result from the net income calculation would then be multiplied by a factor up to a maximum of 2.0 depending on the revenue growth achieved.  At the threshold level of revenue growth, the factor is 0.5, and at the maximum level of revenue growth, the factor is 2.0.  For results in between the threshold amount and the target amount or between the target amount and the maximum amount, the percentage of target bonus amount would be interpolated on a linear basis.  For results below the threshold level, the factor would be set at an amount determined in the Compensation Committee’s discretion.

Under the portion of the formula relating to personal objectives, a rating of fully satisfactory would result in Mr. Green receiving 100% of this one-half of his target bonus amount, or 50% of his total target bonus amount.  At a lower rating of somewhat meets expectations, Mr. Green would receive a payout of 25% of his total target bonus amount, and at a higher rating of exceeds expectations, Mr. Green would receive a maximum payout of 75% of his total target bonus amount.  For a rating in between such lower rating and a fully satisfactory rating or between a fully satisfactory rating and such higher rating, the percentage of target bonus amount would be interpolated on a linear basis.  For a rating below such lower rating, the percentage would be set at an amount below 25% determined in the Compensation Committee’s discretion.

The Compensation Committee adopted the formula described above for Mr. Green in order to provide us and Mr. Green more certainty, to more closely link Mr. Green’s bonus with our overall financial performance and to qualify at least a portion of such bonus for deductibility under Section 162(m) of the Internal Revenue Code.

In determining the amount of bonus compensation for Mr. Green, the Compensation Committee followed the methodology described above based on our forecasted financial results for 2007 as of December 2007.  Our actual financial results for 2007 turned out to be better than the forecasted results used by the Committee in December, but the Committee did not increase the amount of Mr. Green’s bonus based on these better results and thus awarded Mr. Green a bonus that was more conservative than it could have been under the methodology.  More specifically, in December 2007 the Compensation Committee used as inputs, on a currency neutral basis, our forecasted net income result of $147.7 million and our forecasted revenue of $792 million.    Other than the foreign currency adjustment, the Compensation Committee did not exclude any revenues from acquisitions or adjust for any divestitures as we did not have a material amount of revenue from acquisitions completed during the year that were not contemplated in the annual budget and there were no divestitures.   The forecasted net income amount was between the target amount and the maximum amount, and was interpolated between those two amounts on a linear basis to arrive at a payout of 69.7% of the target bonus amount.  The revenue growth amount fell between the target amount and the maximum amount, and was interpolated between those two amounts on a linear basis to arrive at a multiplier factor of 1.376.  The Compensation Committee multiplied the net income payout of 69.7% by the revenue growth factor of 1.376 to arrive at a payout of 95.9% of Mr. Green’s target bonus amount for the one-half of his target relating to the achievement of financial objectives, or $623,350.  The actual financial results of $170.6 million of net income and $814.2 million of revenue (each on a currency neutral basis) exceeded the forecasted results used to calculate Mr. Green’s bonus, but as mentioned above the Compensation Committee did not increase the amount of this portion of the bonus for the better results.

With respect to personal objectives, the Compensation Committee’s assessment was that Mr. Green’s performance, including his efforts in connection with the pending Nokia merger, was excellent and was at the level of exceeding expectations with a bonus percentage payout on this factor of 75% for this one-half of Mr. Green’s target bonus amount, or $487,500.  Together with the bonus payout calculated for Mr. Green’s financial performance, the result would be a bonus award of approximately $1,110,000, which the Committee rounded to $1,100,000, or 169% of Mr. Green’s base salary compensation.   Set forth below is an illustration of the manner in which Mr. Green’s bonus was calculated:

* Net income is defined as net earnings, after tax, as determined under generally accepted accounting principles (GAAP), with the Committee having the ability to include or exclude all extraordinary and/or one time items.

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* Revenue growth is defined as year-over-year revenue, as reported under GAAP, with the Committee having the ability to include or exclude revenues from acquisitions or to adjust for divestitures in determining year-over-year growth.

* The Compensation Committee rounded the bonus awarded to Mr. Green to $1,100,000.

In determining bonus amounts for the other named executive officers, the Compensation Committee, with input from Mr. Green, evaluated each named executive officer’s 2007 performance against the objectives set for each of them for that year and also took into account that we had exceeded our financial objectives for 2007 after adjustment for the following one-time or unusual items:  the change in the foreign exchange rates from the budgeted rate, costs related to our pending acquisition by Nokia and financial results arising out of two acquisitions.  The Compensation Committee did not adopt a formula for these named executive officers (like it had for Mr. Green) since the Compensation Committee believed it was appropriate to retain more flexibility in determining these bonus amounts as each such officer has less individual responsibility than our Chief Executive Officer for driving our overall financial performance.  The Compensation Committee determined that each of the named executive officer’s performance was between fully satisfactory and exceeding expectations and that each named executive officer had met or exceeded most of such officer’s individual objectives.  The Compensation Committee therefore determined to award a bonus amount for 2007 for each named executive officer that was greater than such officer’s 2007 target amount.

Based on the Compensation Committee’s determinations, Mr. Mullen was awarded a bonus in the amount of $280,000, or 77% of his 2007 base salary compensation, Mr. Mize was awarded a bonus in the amount of $190,000, or 66% of his 2007 base salary, Mr. MacLeod was awarded a bonus in the amount of $230,000, or 66% of his 2007 base salary compensation and Mr. Modi was awarded a bonus in the amount of $165,000, or 55% of his 2007 base salary compensation.  Mr. Mullen’s bonus amount included an amount of $50,000 in special recognition of Mr. Mullen’s contributions in connection with our pending acquisition by Nokia.

The following table shows the target bonus amount as a percentage of base salary for each named executive officer for the 2007 fiscal year and the actual bonus awarded to each such named executive officer for the 2007 fiscal year as a percentage of base salary:

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The following table shows a comparison of the bonuses paid to each of our named executive officers for fiscal years 2006 and 2007:

Equity-Based Awards

Equity-based awards are designed to motivate our named executive officers to achieve our long-term business objectives and meaningfully relate our named executive officers’ compensation to our performance, particularly by aligning such compensation with long-term increases in stockholder value. The performance-based restricted stock units portion of the equity-based awards is also designed to reward the executive officers for the achievement of their objectives for the relevant annual fiscal period in which our performance determines the ultimate number of restricted stock units awarded in connection with such grant.

Pursuant to our Amended and Restated 2001 Stock Incentive Plan, we grant awards of stock options and restricted stock units on an annual basis to our employees above a defined organizational level. The ranges for the sizes of awards under this program increase as the level within our organizational structure increases, and individual awards can vary within each of those ranges or, in the plan administrator’s discretion, can be outside those ranges. We generally award stock options and restricted stock units to our named executive officers in accordance with this program, except that prior to 2006, awards of stock options and restricted stock units to Mr. Green were made on a negotiated basis as part of his employment agreements rather than on an annual basis. The awards to our named executive officers are made on the same date that stock options and restricted stock units are awarded to other employees eligible to participate in our long-term incentive program. The grant date typically is in February or early March of each year, on a date following our earnings announcement relating to the prior fiscal year and the publication of our earnings guidance for the then-current fiscal year (although we have not provided earnings guidance in 2008). The grant date of the stock options is either the date on which the Compensation Committee approves the grant or a future date whereby the number of shares of common stock subject to the stock option granted is based on a pre-established formula. The exercise price of these stock options is the closing price of our common stock on the date of grant.

Awards of stock options and performance-based restricted stock units were made in 2007 to each of our named executive officers in accordance with our long-term incentive program. The awards for the named executive officers were authorized by our Compensation Committee and made under our Amended and Restated 2001 Stock Incentive Plan.

Our Compensation Committee determined the number of shares underlying stock options and targeted number of restricted stock units to be granted to each of the named executive officers based on a variety of factors, including the individual officer’s contributions and expected future contributions to our success, prior equity grants and current equity ownership, the perceived need to provide an incentive for the officer to continue service with us over the long-term, input from Mr. Green for the named executive officers other than himself, and competitive data and input from Deloitte, in its role as outside executive compensation advisor. As part of its deliberations, the Compensation Committee reviewed the competitive benchmarks regarding stock option and restricted stock unit awards made to executive officers. The competitive benchmarks were used to assess the competitiveness and the reasonableness of the awards, both on a stand-alone basis and in the context of the other primary elements of the named executive officer’s compensation, and the ratio of the equity-based compensation to the named executive officer’s total compensation.  The Compensation Committee also considered the potential dilutive effect on stockholders of the issuance of stock options and restricted stock units that may be exercised for or converted into shares of our common stock.  In determining Mr. Green’s equity compensation grant in 2007, our Compensation Committee also considered the value of Mr. Green’s existing equity-based awards as of that time in order to ensure that Mr. Green continued to have sufficient incentive-based compensation for retention and motivational purposes.

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Based on the factors above, the Compensation Committee then set a grant date value of the stock options and a grant date target value of the restricted stock unit awards. The following table sets forth these amounts for the stock options and restricted stock units granted in February 2007:

(1)  As noted below, the grant date target value of Mr. Green’s restricted stock unit award in the table above represents the maximum potential amount of such award, and is only subject to downward adjustment.  The “target” amount of Mr. Green’s restricted stock unit award was actually 50% of the grant date target value in the table above.

The number of stock options awarded is calculated by dividing the grant date value of the stock options by the option value, where the option value is determined based on the market price using a binomial pricing model as applied by our Chief Financial Officer in accordance with generally accepted accounting principles in the United States and as reflected in our consolidated financial statements. The number of restricted stock units awarded is determined by dividing the grant date target value of restricted stock units by the closing price of our common stock on the date of grant, subject to adjustment as described below.

The stock options and restricted stock units were granted on March 1, 2007, which is the same date on which we granted stock options and restricted stock units to our other employees eligible to participate in our long-term incentive program.  The exercise price of the stock options granted to all of the named executive officers was the closing price of our common stock on the date of grant. The stock options granted in 2007 to the named executive officers expire eight years after the date of grant.

All grants made to our named executive officers in 2007 are subject to time vesting provisions that are intended to encourage them to remain employed by us. For stock options, 25% of the stock options vest after one year from March 1, 2007, and the remainder of the stock options vest monthly in equal portions over the subsequent thirty-six months. For the restricted stock units, 25% of the restricted stock units vest one year from March 1, 2007 and on each of the three subsequent anniversaries thereof.

In addition, the restricted stock unit grants to our named executive officers were subject to performance vesting provisions that tie compensation to the achievement of future performance goals and align compensation with long term increases in stockholder value. The performance goals related specifically to goals for net income and revenue growth, subject to adjustment for certain one-time or unusual items, over the prior fiscal year. Our Compensation Committee adopted a formula for the executive officers other than Mr. Green under which the restricted stock unit award could be adjusted to be less than or greater than the target amount depending on whether, and the extent to which, the goals were met or exceeded, for a range of 0% to 200% of the target amount. For Mr. Green, the Compensation Committee adopted a formula under which the restricted stock unit award could be adjusted to be less than the maximum amount depending on whether, and the extent to which, the goals were not met, for a range of 0% to 100% of the maximum amount, where the target amount represented 50% of the maximum amount.

For both Mr. Green and the other executive officers, the target amount of revenue was $749.7 million and the target amount of net income was $127.6 million.  These target amounts were based on the financial goals set in connection with the Board of Directors’ consideration and approval of our annual operating plan for 2007.

Under the formulas for both Mr. Green and the other executive officers, revenue is defined as revenue as reported under GAAP, but (i) excluding revenues from acquisitions other than our acquisition of Traffic.com, and (ii) excluding revenues from any business unit divested in 2007.  Under the formula for Mr. Green, net income is defined as net earnings, after tax, as determined under GAAP, but excluding all Extraordinary Items (other than earnings/losses from the  acquisition of Traffic.com), where “Extraordinary Items” has the meaning set forth in Exhibit E of our Amended & Restated 2001 Stock Incentive Plan (i.e., all items of gain, loss or expense for the fiscal year determined to be extraordinary or unusual in nature or infrequent in occurrence or related to a corporate transaction (including, without limitation, a disposition or acquisition) or related to a change in accounting principle, all as determined in accordance with standards established by Opinion No. 30 of the Accounting Principles Board).  Under the formula for executive officers other than Mr. Green, net income is defined as net earnings, after tax, as determined under GAAP, but (1) excluding all extraordinary and/or one time items, (2) excluding earnings/losses from acquisitions (other than the  acquisition of Traffic.com), and (3) excluding earnings/losses from any business unit divested in 2007.  In the event that the actual average U.S. Dollar-to-Euro exchange rate for 2007 differed from the exchange rate assumed in setting our annual operating plan for 2007, the calculated net income and revenue amounts would be adjusted to reflect the assumed rate.

Under the formulas for both Mr. Green and the other executive officers, the restricted stock unit award is subject to adjustment based on our revenue and net income for 2007.  More specifically, if the target amounts of revenue and net income, as

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described above, were to be met, then the restricted stock units would be set at the target amounts.  The formula further defines threshold and maximum levels of revenue and net income.  The threshold and maximum levels of revenue are $637.2 million and $862.2 million, respectively.  The threshold and maximum levels of net income are $89.3 million and $165.9 million, respectively.  A payout is determined for each of revenue and net income, and then the two payouts are added together.  At the threshold level of revenue, the payout is 25% of the target amount and at the maximum level of revenue the payout is 100% of the target amount. For results in between the threshold amount and the target amount or between the target amount and the maximum amount, the percentage of payout would be interpolated on a linear basis.  For executive officers other than Mr. Green, for results below the threshold level, the percentage would be set at an amount below 25% determined in the Committee’s discretion with input from Mr. Green. At the threshold level of net income, the payout is 25% of the target amount and at the maximum level of net income the payout is 100% of the target amount. For results in between the threshold amount and the target amount or between the target amount and the maximum amount, the percentage of payout would be interpolated on a linear basis.  For the executive officers other than Mr. Green, for results below the threshold level, the percentage would be set at an amount below 25% determined in the Committee’s discretion with input from Mr. Green.  For Mr. Green, the Compensation Committee retained the discretion to reduce the size of the payout award beyond that resulting from the application of the formula.

On February 27, 2008, the Compensation Committee applied the formulas relating to the performance vesting provisions to determine the actual sizes of the awards for our named executive officers based on our 2007 performance.  In making its determinations for fiscal year 2007, the Compensation Committee noted that we had exceeded our 2007 financial objectives after adjustment for the following one-time or unusual items: the change in the foreign exchange rates from the budgeted rate, costs related to our pending acquisition by Nokia and financial results arising out of two acquisitions.  More specifically, our revenue and net income for 2007 were $853.4 million and $173.0 million, respectively, and, after being adjusted in accordance with the methodology described above for the impact of (i) our acquisitions of Mapsolute and the assets of Geofactory (ii) the difference between the actual and budgeted foreign exchange rates, and (iii) costs relating to Nokia’s pending acquisition of us, were $814.2 million and $170.6 million, respectively.  Based on these adjusted amounts, the Compensation Committee calculated the payout based on revenue to be 79% of the target awards and the payout based on net income to be 100% of the target awards, for a total payout of 179% of the target restricted stock unit awards.  Set forth below is an illustration of the calculation of the number of restricted stock units awarded:

The following table shows the percentage of the target amount of restricted stock unit awards ultimately awarded to each of our named executive officers:

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(1)  As noted above, the grant date target value of Mr. Green’s restricted stock unit award represented the maximum potential amount of such award, and was only subject to downward adjustment.  The “target” amount of Mr. Green’s restricted stock unit award was actually 50% of the grant date target value.  If the grant date target value of Mr. Green’s restricted stock units had been set in a manner in which the maximum potential amount of the award was 200% of the grant date target value and the “target” amount was 100% of the grant date value like the other named executive officers, the percentage of the target amount of restricted stock units ultimately awarded in the table above would have been 179% like the other named executive officers.

Perquisites and Other Benefits

Each of our named executive officers other than Mr. Green receives a car allowance of $1,000 per month.  Our named executive officers also have the opportunity to participate in the NAVTEQ Corporation Deferred Executive Compensation Plan, which is available to all of our employees at the vice president level and above, as well as all other benefits made available generally to our employees, including our Savings and Investment Plan. Under the Deferred Executive Compensation Plan, participants may make elections at a certain time each year to defer up to 100% of their salary and bonus. Once an election is made, it cannot be changed or cancelled. The pre-tax amount is then deducted during the year and invested as directed by the participant in the available investment options. The deferred amount is then paid to the participant either in a lump sum upon termination or equally over a 5 or 10 year period following termination, as specified by the participant at the time of the election. The participant is then taxed on such amounts at the time of distribution. None of the named executive officers participate in this plan.

In addition, pursuant to Mr. Green’s employment agreement, Mr. Green is entitled to (i) first class business-related travel anywhere in the United States and business class business-related travel outside of the United States, (ii) a monthly allowance of $3,000 for expenses related to automobile, personal financial advice and membership fees and dues of a Chicago luncheon/dinner club primarily to serve meals in a business environment and (iii) a level-premium term life insurance policy having a death benefit of not less than $3,500,000 payable to the beneficiary designated by Mr. Green during Mr. Green’s employment, which policy shall be assigned to Mr. Green upon termination for any reason.

Base Salary and Bonus as a Proportion of Total Compensation

The Company does not have a predetermined formula for allocating total compensation between cash and equity compensation or short-term and long-term compensation.  The following table sets forth the base salary and bonus as a proportion of total compensation for each of the named executive officers in 2007:

Tax and Accounting Considerations

Limitation on Deductibility of Certain Compensation for Federal Income Tax Purposes

The Internal Revenue Code precludes publicly traded companies from taking a deduction for compensation in excess of $1 million for the named executive officers. Certain performance-based compensation is specifically exempt from the deduction limit. Our policy is to qualify, to the extent deemed reasonable by our Compensation Committee, the compensation of executive officers for deductibility under applicable tax laws and our incentive plans and awards are designed accordingly. Our Compensation Committee, however, retains the ability to evaluate the performance of our executives, including the CEO, and provide for appropriate compensation even if it may result in the non-deductibility of certain compensation. A portion of Mr. Green’s bonus for fiscal year 2007 may not qualify for deductibility under the Internal Revenue Code. Our Compensation Committee, however, felt that retaining discretion to evaluate Mr. Green’s performance was necessary and appropriate.

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Nonqualified Deferred Compensation

On October 22, 2004, the American Jobs Creation Act of 2004 was signed into law, changing the tax rules applicable to nonqualified deferred compensation arrangements. In February 2006, our Board of Directors adopted the NAVTEQ Corporation Deferred Executive Compensation Plan described above. While the final regulations have not become effective yet, this plan is intended to comply with such law, and we believe we are operating in good faith compliance with the statutory provisions which were effective January 1, 2005.

Accounting for Stock-Based Compensation

Beginning on January 1, 2006, we began accounting for stock-based payments in connection with awards granted under our equity incentive plans in accordance with the requirements of Financial Accounting Standards Board Statement of Financial Accounting Standard No. 123(R), “Share-based Payment.” These rules did not directly influence the design of our long-term equity incentives.

Change of Control and Certain Termination Events

We did not make any payments to any named executive officers in 2007 with respect to any change of control arrangements. We are a party to employment agreements with each of the named executive officers other than Mr. Mize and Mr. Modi that were entered into prior to 2007 which contain provisions regarding payments due to the employee upon certain change of control or termination events.  With respect to Mr. Mize and Mr. Modi, we entered into amendments to their respective employment agreements in September 2007 entitling such officers to payments upon certain termination events.  We also entered into an amendment to Mr. MacLeod’s employment agreement in September 2007 to add additional severance upon certain termination events equal to Mr. MacLeod’s pro rata target bonus for the year of termination.  These arrangements are described in more detail under “Payments upon Termination or Change-in-Control” below. We believe these arrangements are an important element in retention of our named executive officers and maintaining benefit levels consistent with competitive practice.

Compensation Committee Report

The information contained in this Compensation Committee Report shall not be deemed to be “soliciting material” or “filed,” or incorporated by reference in future filings with the SEC, except to the extent the company specifically incorporates it by reference into a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis contained herein with management and based on such review and discussions, the Compensation Committee has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Amendment No. 1 to our Annual Report on Form 10-K for the year ended December 31, 2007.

The Compensation Committee
Richard J.A. de Lange (Chairman)
Christopher Galvin
Scott D. Miller

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Summary Compensation Table

The following table summarizes the compensation earned in the fiscal years ended December 31, 2006 and 2007 by our principal executive officer, our principal financial officer and our three other most highly paid executive officers who were serving as executive officers at the end of the fiscal year ended December 31, 2007.  In this document, we refer to these individuals as our “named executive officers.”

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2007 Grants of Plan-Based Awards Table