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 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 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 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 Page(s) ------- 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 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 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 December 31, 1998 1997 ----------- ----------- 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 =========== =========== The accompanying notes are an integral part of these statements 2 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 Year Ended December 31, 1998 ----------------- 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 =========== The accompanying notes are an integral part of this statement 3 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 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 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 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: December 31, 1998 1997 --------------- --------------- 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 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: December 31, ----------------------------------- 1998 1997 ---------------- --------------- 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 =========== =========== 7 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: Year ended December 31, 1998 ----------------- 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 ========== 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 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 Identity of Issue, Borrower, Description of Current Lessor, or Similar Party Investments Cost Value ------------------------ -------------- ---- ----- 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 =========== =========== *1 - Denotes party-in-interest *2 - Interest rates range from 8.75% to 9.5% 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 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) -------------- -------------------- ----- ----- ------ ----------- ----- ---- ------ 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 *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.