<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
FORM 11-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
or
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____
Commission File Number: 000-28600
A. FULL TITLE OF THE PLAN:
CCC INFORMATION SERVICES INC. 401(K) RETIREMENT SAVINGS & INVESTMENT PLAN
B. NAME OF ISSUER OF THE SECURITIES HELD PURSUANT TO THE PLAN AND THE ADDRESS
OF IT PRINCIPAL EXECUTIVE OFFICES:
CCC INFORMATION SERVICES GROUP INC.
World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654-1005
<PAGE>
REQUIRED INFORMATION
FINANCIAL STATEMENTS:
1. Statement of Net Assets Available for Benefits, at December 31, 1998 and
1997
2. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1998
3. Schedule I - Schedule of Assets Held for Investment Purposes as of December
31, 1998
4. Schedule II - Reportable Transactions for the Year Ended December 31, 1998.
EXHIBIT:
Exhibit 23 Consent of PricewaterhouseCoopers LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Trustee (or other person who administers the employee benefit plan) has duly
caused this annual report to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 4, 2000 CCC Information Services Inc.
By: /s/ Oliver G. Prince, Jr.
-------------------------------
Name: Oliver G. Prince, Jr.
Title: Senior Vice President Human
Resources
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF
CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND
INVESTMENT PLAN
FINANCIAL STATEMENTS AND
ADDITIONAL INFORMATION
YEARS ENDED DECEMBER 31, 1998 AND 1997
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
<TABLE>
<CAPTION>
Page(s)
-------
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits at December 31,
1998 and 1997 2
Statements of Changes in Net Assets Available for Plan Benefits
for the Year Ended December 31, 1998 3
Notes to Financial Statements 4-8
Additional Information:
Schedule of Assets Held for Investment Purposes at December 31,
1998 Schedule I
Schedule of Reportable Transactions for the Year Ended
December 31, 1998 Schedule II
</TABLE>
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
CCC Information Services Inc.
401(k) Retirement Savings and Investment Plan
October 15, 1999
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statements of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of the CCC Information Services Inc. 401(k) Retirement Savings and
Investment Plan (Plan) at December 31, 1998 and 1997, and the changes in net
assets available for plan benefits for the year ended December 31, 1998, in
conformity with generally accepted accounting principles. These financial
statements are the responsibility of the Plan's management; our responsibility
is to express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with generally accepted
auditing standards, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed above.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by the Department of Labor's Rules and Regulations for Reporting and
Disclosure under the Employee Retirement Income Security Act of 1974. These
supplemental schedules are the responsibility of the Plan's Management. The
supplemental schedules have been subjected to the auditing procedures applied in
the audits of the basic financial statements and, in our opinion, are fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PRICEWATERHOUSECOOPERS LLP
Chicago, Illinois
1
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
December 31,
1998 1997
----------- -----------
<S> <C> <C>
ASSETS:
Investments, at fair value:
Shares of registered investment companies $15,860,522 $11,862,712
CCC Information Services Group Inc. Stock 598,575 396,699
Participant notes receivable 274,033 170,089
----------- -----------
Total investments 16,733,130 12,429,500
----------- -----------
Receivables:
Participants' contribution 112,760 86,692
Employer's contribution 36,095 9,624
----------- -----------
Total receivables 148,855 96,316
----------- -----------
LIABILITIES:
Excess contributions due to participants 33,442 -
----------- -----------
Total liabilities 33,442 -
----------- -----------
Net assets available for plan benefits $16,848,543 $12,525,816
=========== ===========
</TABLE>
The accompanying notes are an integral part of these statements
2
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
<TABLE>
<CAPTION>
Year Ended
December 31, 1998
-----------------
<S> <C>
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments:
Shares of registered investment companies $ 1,105,213
CCC Information Services Group Inc. Stock 5,587
Interest on participant notes receivable 20,559
Interest and dividends 822,072
-----------
Total investment income 1,953,431
-----------
Contributions:
Participants' 3,221,382
Employer's 749,513
-----------
Total contributions 3,970,895
-----------
Total additions 5,924,326
-----------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 1,601,599
-----------
Total deductions 1,601,599
-----------
Net increase 4,322,727
Net assets available for plan benefits:
Beginning of year 12,525,816
-----------
End of year $16,848,543
===========
</TABLE>
The accompanying notes are an integral part of this statement
3
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 1 - DESCRIPTION OF THE PLAN
GENERAL
The CCC Information Services Inc. ("Company") 401(k) Retirement Savings &
Investment Plan ("Plan") is a defined contribution plan pursuant to Section
401(k) of the Internal Revenue Code ("IRC"). It is subject to the provisions of
the Employee Retirement Income Security Act of 1974 ("ERISA"). The Plan is
designed to provide retirement benefits for all employees of the Company.
Participants should refer to the Plan agreement for a more complete description
of the Plan's provisions.
TRUSTEE
The Company has appointed an officer of the Company as trustee for the Plan.
THIRD PARTY ADMINISTRATOR AND CUSTODIAN
The Benefit Center, Inc. and Fidelity Funds Network perform third party
administrator and custodial duties, respectively.
PARTICIPATION AND VESTING
Employees who have completed at least six months of service, attained the age of
20 and are employed under a schedule equivalent to at least 20 hours per week
are eligible to participate in the Plan. Members of a collective bargaining unit
and nonresident aliens are, however, not eligible to participate. Through July
1998, participation in the Plan could begin only on February 1st, May 1st,
August 1st or November 1st. Effective August 1, 1998, participation may begin on
the first day of each month. Participants are 100% vested in their account
balances, including employer contributions.
CONTRIBUTIONS
Plan participants may contribute annually an amount ranging between 1% and 14%
of eligible compensation into any of the Plan's established investment funds, as
specified in the Plan agreement. All participant contributions are subject to
limitations set forth in the IRC and the regulations promulgated thereunder.
The Company match of 33% of participant contributions was increased to 50%,
effective April 1, 1997, and was limited to an annual maximum of $1,000 per
participant. Effective August 1, 1998 the matching contribution was changed to
50% match of participant contributions, up to 6% of employees' compensation.
However, if the annual compensation is $33,400 or less, then the matching
contribution will be 50% with no limit.
INVESTMENT FUNDS
1. BERWYN INCOME FUND, INC.
Funds are invested in shares of a registered investment company that invests
in fixed income corporate debt securities, preferred stocks, securities
issued or guaranteed by the U.S. Government, and common stocks that pay cash
dividends. The fixed income corporate debt securities the fund invests in
are bonds, debentures and corporate notes.
2. CCC INFORMATION SERVICES GROUP INC. STOCK
Funds are invested in the common stock of CCC Information Services Group
Inc. (CCCISG). Participants are able to invest up to 25% of their total
investment in CCCISG's stock.
3. FIDELITY BLUE CHIP GROWTH FUND
Funds are invested in shares of a registered investment company that invests
in common stocks of well-known and established companies.
4
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
4. FIDELITY PURITAN FUND
Funds are invested in shares of a registered investment company that invests
in a broadly diversified portfolio of high-yielding securities, such as
common stocks, preferred stocks, and bonds.
5. FIDELITY SPARTAN MONEY MARKET FUND
Funds are invested in shares of a registered investment company that invests
in high-quality, short-term money market securities of all types.
6. THE KAUFMAN FUND, INC.
Funds are invested in shares of a registered investment company that invests
in common stocks, convertible preferred stocks and bonds, including
convertible bonds. The fund may also invest, subject to specific percentage
limitations, in warrants, options, restricted securities, the securities of
foreign issuers and in the securities of other investment companies. The
fund may also, subject to specific percentage limitations, engage in short
selling and in leveraging.
7. KEMPER GROWTH FUND - A
Funds are invested in shares of a registered investment company that invests
in common stocks of companies with above average growth prospects, but may
also be invested in convertible securities such as bonds and preferred
stock.
8. KEMPER INCOME AND CAPITAL PRESERVATION FUND - A
Funds are invested in shares of a registered investment company that invests
in investment grade debt securities.
9. KEMPER INTERNATIONAL FUND - A
Funds are invested in shares of a registered investment company that invests
in an internationally diversified portfolio of equity securities,
principally non-U.S. issuers.
10. KEMPER TOTAL RETURN FUND - A
Funds are invested in shares of a registered investment company that invests
in bonds, debt securities, preferred stocks and equity securities seeking a
combination of income and capital appreciation.
11. KEMPER UNITED STATES (U.S.) GOVERNMENT SECURITIES FUND - A
Funds are invested in shares of a registered investment company that invests
in obligations issued or guaranteed by the U.S. Government or its agencies.
12. WARBURG PINCUS GROWTH & INCOME FUND
Funds are invested in shares of a registered investment company that invests
in equity securities, including common stock, securities that are
convertible into common stock and readily marketable securities, such as
rights and warrants, which derive their value from common stock.
13. WARBURG PINCUS INTERNATIONAL EQUITY FUND
Funds are invested in shares of a registered investment company that invests
in equity securities of companies that have their principal business
activities and interests outside the United States.
Participants may make changes to their investment allocation at any time.
RISKS AND UNCERTAINTIES
The Plan provides for various investment options in any combination of several
investment securities. Investment securities are exposed to various risks, such
as interest rate, market and credit. Due to the level of risk associated with
certain investment securities and the level of uncertainty related to the
changes in the value of investment securities, it is at least reasonably
possible that changes in risks in the near term would materially affect the
participants' account balances and the amounts reported in the Statement of Net
5
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
Assets Available For Plan Benefits and the Statement of Changes in Net Assets
Available For Plan Benefits.
PARTICIPANT NOTES RECEIVABLE
The Plan provides for loans to participants in hardship situations, for the
purchases of their primary residence and for payment of post-secondary education
tuition. The loan repayment terms and interest rates are approved by the Plan
Trustee. These loans reduce participant investments in their respective selected
Investment Funds. Principal and interest is paid ratably through monthly payroll
deductions.
WITHDRAWALS
The Plan provides that a participant may receive a distribution only in the
following circumstances: (1) the participant attains age 70-1/2, (2) the
participant retires, (3) the participant separates from the Company, (4) the
participant dies, (5) the participant becomes disabled, (6) the participant
encounters a financial hardship as specified in the Plan, or (7) there is a
Qualified Domestic Relations Order issued by a court against the participant.
NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES
BASIS OF ACCOUNTING
The financial statements of the Plan are prepared under the accrual method of
accounting.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts in assets, liabilities and changes therein. Actual
results could differ from those estimates.
INVESTMENT VALUATION AND INCOME
The Plan's investments are stated at fair value. Shares of registered
investments companies, as well as the Company stock are valued at quoted market
prices. Participant loans are valued at cost, which approximates fair value.
Purchases and sales of securities are recorded on a trade-date basis. Interest
income is recorded on the accrual basis. Dividends are recorded on the
ex-dividend date.
The Plan represents in the statement of changes in net assets available for
benefits the net appreciation in the fair value of its investments which
consists of net realized gains or losses and the net unrealized appreciation or
depreciation on those investments.
PAYMENT OF BENEFITS
Benefits are recorded when paid.
EXPENSES OF THE PLAN
The Company has paid expenses incurred by the Plan Administrator or Custodian in
the administration of the Plan. The Company may elect, at any time, to charge
Plan administration expenses to the Plan.
6
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - INVESTMENTS
The following table presents investments that represent 5 percent or more of the
Plan's net assets:
<TABLE>
<CAPTION>
December 31,
1998 1997
--------------- ---------------
<S> <C> <C>
Fidelity Blue Chip Fund, 103,595 and 80,246 shares, respectively $5,220,141 $3,166,525
The Kaufman Fund, Inc., 574,222 and 472,436 shares, respectively 3,261,577 3,009,420
Kemper Growth Fund - A, 141,618 and 127,463 shares, respectively 2,108,699 1,668,491
Fidelity Puritan Fund, 66,725 and 43,454 shares, respectively 1,339,170 842,156
Warburg Pincus Growth and Income Fund, 72,431 and 63,905 shares,
respectively 1,295,066 1,053,156
</TABLE>
NOTE 4 - DUE TO PARTICIPANTS
EXCESS CONTRIBUTIONS
Amounts due participants presented in the Statement of Net Assets Available for
Plan Benefits as of December 31, 1998 consist of excess contribution amounts to
be refunded to participants, as a result of discrimination testing set forth in
the IRC. For the year ended December 31, 1997, no excess contributions were
refundable to participants at year-end.
NOTE 5 - PLAN TERMINATION
Although it has not expressed any intent to do so, the Company has the right to
discontinue its contributions at any time and to terminate the Plan subject to
the provisions of ERISA. In the event of termination, the Plan's assets will be
distributed to participants in accordance with the Plan's provisions.
NOTE 6 - RECONCILIATION OF FINANCIAL STATEMENTS TO THE FORM 5500
The following is a reconciliation of the net assets available for benefits per
the financial statements to the Form 5500:
<TABLE>
<CAPTION>
December 31,
-----------------------------------
1998 1997
---------------- ---------------
<S> <C> <C>
Net assets available for benefits per financial statements $16,848,543 $12,525,816
Amounts allocated to withdrawing participants 157,849 -
----------- -----------
Net assets available for benefits per the Form 5500 $16,690,694 $12,525,816
=========== ===========
</TABLE>
7
<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
NOTES TO FINANCIAL STATEMENTS
The following is a reconciliation of benefits paid to participants per the
financial statements to the Form 5500:
<TABLE>
<CAPTION>
Year ended
December 31, 1998
-----------------
<S> <C>
Benefits paid per the financial statements $1,601,599
Add: Amounts allocated to withdrawing participants
at December 31, 1998 157,849
Less: Amounts allocated to withdrawing participants
at December 31, 1997 -
----------
Benefits paid to participants per the Form 5500 $1,759,448
==========
</TABLE>
Amounts allocated to withdrawing participants are recorded on the Form 5500 for
benefit claims that have been processed and approved for payment prior to
December 31 but not yet paid as of that date.
NOTE 7 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated June 20, 1997, that the Plan is designed in accordance with applicable
sections of the IRC. The Plan has been amended since receiving the determination
letter. However, the Plan administrator and the Plan's counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
NOTE 8 - RELATED PARTIES
Certain Plan investments are shares of mutual funds managed by Fidelity
Investments. Fidelity Investments is the custodian, as defined by the Plan and
therefore, these transactions qualify as party-in-interest. The common stock of
CCC Information Services Group Inc. is an investment of the Plan. CCC
Information Services Inc., the sponsor of the Plan, is a wholly-owned subsidiary
of CCC Information Services Group Inc. and therefore, these transactions qualify
as party-in-interest.
NOTE 9 - ADOPTION OF STATEMENT OF POSITION 99-3
The Plan adopted SOP 99-3, "Accounting for and Reporting of Certain Defined
Contribution Plan Investments and Other Disclosure Matters", which was issued
effective September 15, 1999. SOP 99-3 eliminates the need to disclose financial
information by fund and does not provide for any changes in measurement of net
assets.
8
<PAGE>
SCHEDULE I
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
ITEM 27(a) SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Identity of Issue, Borrower, Description of Current
Lessor, or Similar Party Investments Cost Value
------------------------ -------------- ---- -----
<S> <C> <C> <C>
574,222 Shares of The Kaufman
Fund, Inc. Mutual Fund $ 3,293,590 $ 3,261,577
*1 103,595 Shares of Fidelity Blue
Chip Growth Fund Mutual Fund 3,881,603 5,220,141
141,618 Shares of Kemper
Growth Fund - A Mutual Fund 2,024,005 2,108,699
72,431 Shares of Warburg Pincus
Growth & Income Fund Mutual Fund 1,204,592 1,295,066
61,398 Shares of Kemper
Total Return Fund - A Mutual Fund 641,555 656,960
*1 66,725 Shares of Fidelity
Puritan Fund Mutual Fund 1,169,864 1,339,170
*1 382,656 Shares of Fidelity Spartan
Money Market Fund Mutual Fund 382,656 382,656
31,352 Shares of The Berwyn
Income Fund, Inc. Mutual Fund 385,933 336,097
35,952 Shares of Kemper
International Fund - A Mutual Fund 438,361 407,704
21,314 Shares of Warburg
Pincus International Fund - A Mutual Fund 417,923 379,172
23,157 of Kemper Income
and Capital Preservation Fund - A Mutual Fund 197,721 201,233
30,950 Shares of Kemper U.S.
Government Securities Fund - A Mutual Fund 272,067 272,047
*1 34,700 Shares of CCC Information
Services Group Inc. Stock Common Stock 532,410 598,575
*1 Plan Participants Participant Loans*2 - 274,033
----------- -----------
Total $14,842,280 $16,733,130
=========== ===========
</TABLE>
*1 - Denotes party-in-interest
*2 - Interest rates range from 8.75% to 9.5%
<PAGE>
SCHEDULE II
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
ITEM 27(d) SCHEDULE OF REPORTABLE TRANSACTIONS*1
DECEMBER 31, 1998
<TABLE>
<CAPTION>
Current
Expense Value of
Incurred Asset on Net
Identity of Purchase Selling Lease with Cost of Transaction Gain
Party Involved Description of Asset Price Price Rental Transaction Asset Date (Loss)
-------------- -------------------- ----- ----- ------ ----------- ----- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
The Kaufman Purchased 231,815
Fund, Inc. shares of The Kaufman
Fund, Inc. $1,388,118 $ - $ - $ - $1,388,118 $1,388,118 $ -
The Kaufman Sold 130,030 shares of
Fund, Inc. The Kaufman Fund, Inc. - 810,516 - - 754,521 810,516 55,995
Fidelity Blue Purchased 39,478 shares
Chip of Fidelity Blue Chip
Growth Fund 1,735,681 - - - 1,735,681 1,735,681 -
Fidelity Blue Sold 16,130 shares of
Chip Fidelity Blue Chip
Growth Fund - 711,104 - - 596,797 711,104 114,307
</TABLE>
*1 Transaction or series of transactions which total five percent of the
current value of plan assets at the beginning of the plan year are included
as reportable transactions.
