<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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, 1999
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 ITS 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. Statements of Net Assets Available for Benefits, at December 31, 1999 and
1998
2. Statement of Changes in Net Assets Available for Benefits for the Year
Ended December 31, 1999
3. Schedule I - Schedule of Assets Held for Investment Purposes as of December
31, 1999
4. Schedule II - Reportable Transactions for the Year Ended December 31, 1999
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: October 16, 2000 CCC Information Services Group Inc.
By: /s/ Oliver Prince
-------------------------------
Name: Oliver Prince
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
INDEX TO FINANCIAL STATEMENTS AND ADDITIONAL INFORMATION
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<TABLE>
<CAPTION>
PAGE(S)
<S> <C>
Report of Independent Accountants 1
Financial Statements:
Statements of Net Assets Available for Plan Benefits at
December 31, 1999 and 1998 2
Statement of Changes in Net Assets Available for
Plan Benefits for the Year Ended December 31, 1999 3
Notes to Financial Statements 4-8
Additional Information:
Schedule of Assets Held for Investment Purposes at December 31, 1999
Schedule I 9
Schedule of Reportable Transactions for the Year Ended December 31, 1999
Schedule II 10
</TABLE>
<PAGE>
[PRICEWATERHOUSECOOPERS LETTERHEAD]
REPORT OF INDEPENDENT ACCOUNTANTS
To the Participants and Administrator of
CCC Information Services Inc.
401(k) Retirement Savings and Investment Plan
In our opinion, the accompanying statements of net assets available for plan
benefits and the related statement of changes in net assets available for plan
benefits present fairly, in all material respects, the net assets available for
plan benefits of CCC Information Services Inc. 401(k) Retirement Savings and
Investment Plan (Plan) at December 31, 1999 and 1998, and the changes in net
assets available for plan benefits for the year ended December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
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
auditing standards generally accepted in the United States, 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.
The schedule of reportable transactions that accompanies the Plan's financial
statements does not disclose the historical cost of certain plan assets held by
the Plan trustee. Disclosure of this information is required by the Department
of Labor's Rules and Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974.
/s/ PRICEWATERHOUSECOOPERS LLP
October 4, 2000
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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
AS OF DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
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<S> <C> <C>
Assets:
Investments, at fair value:
Shares of registered investment companies $21,831,012 $15,860,522
CCC Information Services Group Inc. Stock 553,705 598,575
Participant notes receivable 384,641 274,033
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Total investments 22,769,358 16,733,130
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Receivables:
Participants' contribution 240,466 112,760
Employer's contribution 73,867 36,095
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Total receivables 314,333 148,855
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Liabilities:
Excess contributions due to participants - 33,442
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Total liabilities - 33,442
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Net assets available for plan benefits $23,083,691 $16,848,543
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</TABLE>
The accompanying notes are an integral part of these statements
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<PAGE>
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR PLAN BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1999
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<TABLE>
<S> <C>
Additions:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments:
Shares of registered investment companies $ 3,103,750
CCC Information Services Group Inc. Stock 21,239
Interest on participant notes receivable 22,214
Interest and dividends 1,050,309
-----------
Total investment income 4,197,512
-----------
Contributions:
Participants' 3,710,391
Employer's 852,810
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Total contributions 4,563,201
-----------
Total additions 8,760,713
-----------
Deductions:
Deductions from net assets attributed to:
Benefits paid to participants 2,525,565
-----------
Total deductions 2,525,565
-----------
Net increase 6,235,148
Net assets available for plan benefits:
Beginning of year 16,848,543
-----------
End of year $23,083,691
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</TABLE>
The accompanying notes are an integral part of these statements
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<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
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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
domestic 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
MFS Retirement Services, Inc. and Wachovia Bank perform third party
administrator and custodial duties, respectively. For the first three
quarters of 1999, the Benefit Center, Inc. and Fidelity Funds Network
performed 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. Effective
January 1, 1999, the Company changed the vesting on the Company match
contributions made after January 1, 1999. Participants were given credit
for prior service with CCC on January 1, 1999 and will be fully vested
after three years of service. Vesting of the Company match will be one
third each calendar year and determined every January 1 based on the
participant's years of service at that time. Participants are 100% vested
in all company matches made prior to January 1, 1999.
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. 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. The
employer match begins the next month after the employee's six month
anniversary date.
-4-
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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 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.
2. SIGNIFICANT ACCOUNTING POLICIES
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.
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.
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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.
3. INVESTMENTS
Participants can choose to invest in increments of 1% in any of the twelve
investment options. In 1998, participants had thirteen investment options.
The following tables present investments that represent 5 percent or more
of the Plan's net assets:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
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<S> <C>
Massachusetts Investors Trust $5,489,534
Massachusetts Investors Growth Stock Fund 3,757,457
MFS New Discovery Fund 3,741,862
MFS Capital Opportunities Fund 2,732,227
MFS Total Return Fund 2,077,028
American Funds Europacific Growth Fund 1,313,210
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998
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<S> <C>
Fidelity Blue Chip Fund $5,220,141
The Kaufman Fund, Inc 3,261,577
Kemper Growth Fund - A 2,108,699
Fidelity Puritan Fund 1,339,170
Warburg Pincus Growth and Income Fund 1,295,066
</TABLE>
Participants may make changes to their investment allocation at any time.
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<PAGE>
During 1999, the Plan's investments (net gains and losses on investments
bought and sold as well as held during the year) appreciated in value by
$3,124,989 as follows:
<TABLE>
<S> <C>
Mutual Funds, investments in collective trusts $3,103,750
Common stock, net 21,239
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$3,124,989
==========
</TABLE>
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, 1999, no
excess contributions were refundable to participants at year-end.
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.
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,
1999 1998
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<S> <C> <C>
Net assets available for benefits per financial statements $23,083,691 $16,848,543
Amounts allocated to withdrawing participants - 157,849
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Net assets available for benefits per the Form 5500 $23,083,691 $16,690,694
=========== ===========
</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.
-7-
<PAGE>
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.
8. RELATED PARTIES
Certain Plan investments are shares of mutual funds managed by MFS
Investment Management, of which the plan administrator, MFS Retirement
Services, Inc. is a subsidiary. 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.
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<PAGE>
SCHEDULE I
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
IDENTITY OF ISSUE, BORROWER, DESCRIPTION OF CURRENT
LESSOR, OR SIMILAR PARTY INVESTMENTS VALUE
---------------------------- -------------- -------
<S> <C> <C> <C>
* Massachusetts Investment Trust Mutual Fund $ 5,489,534
* Massachusetts Investors Growth Stock Mutual Fund 3,757,457
* MFS New Discovery Fund Mutual Fund 3,741,862
* MFS Capital Opportunities Fund Mutual Fund 2,732,227
* MFS Total Return Fund Mutual Fund 2,077,028
Europacific Growth Fund Mutual Fund 1,313,210
* MFS Institutional Fixed Fund Mutual Fund 995,213
* MFS Strategic Growth Fund Mutual Fund 969,191
* MFS Bond Fund Mutual Fund 606,678
* MFS Research Fund Mutual Fund 113,064
Kemper Dremen High Return Equity Fund Mutual Fund 35,548
* CCC Information Group Services Inc. Common Stock 553,705
* Plan Participants Participant Loans** 384,641
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Total $22,769,358
===========
</TABLE>
* - Denotes party-in-interest
** - Interest rates range from 8.75% to 10.3%
-9-
<PAGE>
SCHEDULE II
CCC INFORMATION SERVICES INC.
(A WHOLLY-OWNED SUBSIDIARY OF CCC INFORMATION SERVICES GROUP INC.)
401(k) RETIREMENT SAVINGS AND INVESTMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
EXPENSE
INCURRED
IDENTITY OF PARTY PURCHASE SELLING WITH CURRENT
INVOLVED DESCRIPTION OF ASSET PRICE PRICE TRANSACTION COST** VALUE
--------------------- -------------------- -------- ------- ----------- ---- -------
<S> <C> <C> <C> <C> <C> <C>
Fidelity Sold 74,393 shares
Puritan of Fidelity Puritan
Fund $1,384,460
* MFS Total Purchased 147,100 shares
Return of MFS Total Return
Fund $2,137,965
Fidelity Blue Sold 110,429 shares
Chip of Fidelity Blue Chip
Fund 5,530,294
* Massachusetts Purchased 286,544 shares
Investors Trust of Massachusetts
Investors Trust Fund 5,530,294
Kemper Growth Sold 166,674 shares
of Kemper Growth Fund 2,631,620
* Massachusetts Purchased 150,982 shares
Investors of Massachusetts
Growth Investors Growth Fund 2,631,620
Warburg Pincus Sold 94,714 shares
Growth and of Warburg Pincus
Income Growth and Income
Fund 1,783,496
* MFS Capital Purchased 93,568 shares
Opportunities of MFS Capital
Opportunities Fund 1,783,466
The Kaufman Sold 502,229 shares
Fund, Inc. of The Kaufman
Fund, Inc. 2,651,767
* MFS New Purchased 186,217 shares
Discovery Fund of MFS New Discovery
Fund 2,651,767
American Purchased 26,818 shares
Europacific of American Europacific
Growth Fund Growth Fund 928,203
</TABLE>
* - Denotes party-in-interest
** - Historical cost information not available
