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


FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2001
Commission File Number: 000-28600

CCC INFORMATION SERVICES GROUP INC.
(Exact name of registrant as specified in its charter)

Delaware   54-1242469
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification Number)

World Trade Center Chicago
444 Merchandise Mart
Chicago, Illinois 60654
(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code:
(312) 222-4636
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
  Name of each exchange
on which registered

None   None

Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.10 par value

        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  / /

        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 definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    / /

        The aggregate market value of voting shares (based on the closing price of those shares listed on the Nasdaq National Market and the consideration received for those shares not listed on a national or regional exchange) held by non-affiliates (as defined in Rule 405) of the registrant as of March 25, 2002 was $106,903,024. Solely for purposes of determining the aggregate market value of voting shares held by non-affiliates, we have deemed voting shares held by directors, officers and entities on whose behalf they act to be held by "affiliates."

        As of March 26, 2002, 25,766,065 shares of CCC Information Services Group Inc. common stock, par value $0.10 per share, were outstanding.


DOCUMENTS INCORPORATED BY REFERENCE

        Part III of this Annual Report on Form 10-K incorporates by reference portions of the registrant's Notice of 2002 Annual Meeting of Stockholders and Proxy Statement.




CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K

TABLE OF CONTENTS

 
   
  Page(s)
PART I        
Item 1.   Business   1-7
Item 2.   Properties   8
Item 3.   Legal Proceedings   8-13
Item 4.   Submission of Matters to a Vote of Security Holders   13
PART II        
Item 5.   Market for Registrant's Common Equity and Related Stockholder Matters   13
Item 6.   Selected Financial Data   14-15
Item 7.   Management's Discussion and Analysis of Financial Condition and Results of Operations   15-31
Item 7A.   Quantitative and Qualitative Disclosure About Market Risk   31
Item 8.   Financial Statements and Supplementary Data   31
Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure   31
PART III        
Item 10.   Directors and Executive Officers of the Registrant   32
Item 11.   Executive Compensation   32
Item 12.   Security Ownership of Certain Beneficial Owners and Management   32
Item 13.   Certain Relationships and Related Transactions   32
PART IV        
Item 14.   Exhibits, Financial Statement Schedules, and Reports on Form 8-K   33-76
Signatures   77
Directors and Executive Officers   78
Corporate Information   79

CCC INFORMATION SERVICES GROUP INC.
AND SUBSIDIARIES

        In addition to historical facts or statements of current conditions, this Annual Report on Form 10-K for the year ended December 31, 2001 ("Form 10-K") contains forward-looking statements. Forward-looking statements provide our current expectations or forecasts of future events. These may include statements regarding market prospects of our products, sales and earnings projections, and other statements regarding matters that are not historical facts. Some of these forward-looking statements may be identified by the use of words in the statements such as "anticipate," "estimate," "expect," "project," "intend," "plan," "believe," or other words and terms of similar meaning. Our performance and financial results could differ materially from those reflected in these forward-looking statements due to general financial, economic, regulatory and political conditions affecting the technology industry as well as more specific risks and uncertainties such as those set forth elsewhere in the Form 10-K. Given these risks and uncertainties, any or all of these forward-looking statements may prove to be incorrect. Therefore, you should not rely on any such forward-looking statements. Furthermore, we do not intend, nor are we obligated, to update publicly any forward-looking statements. Risks that we anticipate are discussed in more detail in the section entitled "Management's Discussion and Analysis of Financial Condition and Results of Operations—Certain Risks Related to Our Business." This discussion is permitted by the Private Securities Litigation Reform Act of 1995.


PART I

Item 1. Business

        Organization

        CCC Information Services Group Inc. ("CCCG"), incorporated in Delaware in 1983 and headquartered in Chicago, Illinois, is a holding company that operates through its wholly owned subsidiary, CCC Information Services Inc. ("CCC") (collectively referred to as the "Company" or "we"), which, as a result of consolidating, divesting and winding down certain operations, now operates as one business segment. We automate the process of evaluating and settling automobile claims, which allows our customers to integrate estimate information, labor time and cost, recycled parts and various other calculations derived from our extensive databases, electronic images, documents and related information into organized electronic workfiles. We develop, market and supply a variety of automobile claim product and services which enable customers in the automobile claims industry, including automobile insurance companies, collision repair facilities, independent appraisers, automobile dealers and consumers, to manage the automobile claim and vehicle restoration process. In 2001, we shut down our International segment, consolidated our DriveLogic segment into our U.S. business segment and discontinued our CCC Consumer Services segment.

        Our principal products and services are Total Loss valuation services and Pathways collision estimating software, which provide our customers with access to various automobile information databases and claims management software. Revenues from our Total Loss valuation services represented 25.5%, 26.7% and 28.6% of our consolidated revenues for the years ended December 31, 2001, 2000 and 1999, respectively. Pathways collision estimating software represented 58.3%, 55.6% and 56.6% of our consolidated revenues for the years ended December 31, 2001, 2000 and 1999, respectively.

        We employ 862 full-time employees compared to 1,550 at the end of 2000. The number of full-time employees reflects the elimination of certain positions in connection with the consolidation of our DriveLogic segment into our U.S. business segment, the discontinued operations of CCC Consumer Services and the shut down of CCC International.

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        As of December 31, 2001, White River Ventures Inc. ("White River") held approximately 34% of our outstanding common stock. In June 1998, White River Corporation, the sole shareholder of White River, was acquired by Demeter Holdings Corporation, which is solely controlled by the President and Fellows of Harvard College, a Massachusetts educational corporation and title-holding company for the endowment fund of Harvard University. Charlesbank Capital Partners LLC is acting as investment manager with respect to the investment of White River in the Company.

        CCC Products and Services

Pathways Collision Estimating and Appraisal Solution Products

        Pathways Appraisal Solution and Pathways Estimating Solution.    We developed Pathways collision estimating software in 1995 to help automobile insurance companies, collision repair facilities and independent appraisers manage aspects of their day-to-day automobile claim activities, including receipt of new assignments, preparation of estimates, communication of status and completed activity and maintenance of notes and reports. The Pathways platform allows customers to integrate our other services, including our Digital Imaging product, Recycled Parts Services and Total Loss valuation services, in order to organize individual claim information in electronic workfiles, which can be stored on our EZNet communications network, described in greater detail later in this section under "Workflow Products." We have received three United States patents for our Pathways line. Pathways collision estimating software can be used on laptops or desktop computers.

        Pathways collision estimating software gives customers access to a comprehensive estimating guide, the MOTOR Crash Estimating Guide prepared by Motor Information Systems, a unit of Hearst Business Publishing, Inc. ("Hearst"), which provides pricing, labor and refinishing information for original equipment manufactured parts and recycled assemblies. We use this guide to create a database of parts, price and labor time for various repairs. An exclusive license from Hearst permits us to publish this guide electronically, which is an integral component of our Pathways collision estimating software. In March 2002, we extended the term of this exclusive license with Hearst until June 30, 2021. For more information about this license, please see the description under "Intellectual Property and Licenses."

        Customers also use Pathways collision estimating software to access databases of information gathered from various vendors. These databases include a database that provides local part availability and price information on aftermarket and reconditioned parts and a database, which includes information on pricing and availability of over 12,000 tire models from 26 different manufacturers. Customers using Pathways collision estimating software with Recycled Parts Services also have access to a database that provides local part availability and price information on recycled or salvage parts. For example, a customer may access the database of recycled or salvage parts to determine if a specific recycled part is available from an identified vendor in his region and to ascertain the price of that part. If the customer selects that part for use in the repair process, Pathways collision estimating software integrates that choice into the estimate workfile.

        The MOTOR Crash Estimating Guide and the other integrated databases (except for the Recycled Parts database, which the vendor periodically updates electronically) are updated for our customers monthly via a CD-ROM. We sell Pathways collision estimating software to automobile insurance companies, collision repair facilities and independent appraisers under multi-year contracts on a monthly subscription basis, which are billed to our customers one month in advance.

        Pathways Digital Imaging.    Pathways Digital Imaging allows automobile insurance companies, collision repair facilities and independent appraisers to digitally photograph and transmit images of damaged vehicles to the Pathways estimate workfile. These electronic images can be accessed by an authorized participant in the automobile claim process at any time and from any location that is web enabled. For example, an adjuster in the field in California may add a digital image of a damaged

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vehicle to the Pathways estimate workfile using the integrated imaging function. The estimate can then be stored on our EZNet communications network, which allows an insurance company representative in New York to access the same workfile and digital image, review the estimate and approve the claim. Our EZNet communications network is described in greater detail later in this section under "Workflow Products". Pathways Digital Imaging reduces the need for onsite inspections and eliminates film, photo processing, travel and overnight delivery costs. We sell Pathways Digital Imaging to our customers as an integrated function within Pathways Appraisal Solution or Pathways Estimating Solution under multi-year contracts on a monthly subscription basis, which are billed to customers one month in advance.

        Pathways Enterprise Solution and Pathways Professional Advantage.    Pathways Enterprise Solution is an automotive repair shop management software system for multiple location collision repair organizations that allows them to manage accounts, prepare employee schedules and perform various other management functions. Pathways Professional Advantage, similar to Pathways Enterprise Solution, is a shop management software system for a single store location. We sell Pathways Professional Advantage and Pathways Enterprise Solution to our customers under multi-year contracts on a monthly subscription basis, which are billed to customers one month in advance.

Total Loss Valuation Services

        Total Loss.    Our Total Loss service is used primarily by automobile insurance companies in processing claims involving vehicles that have been heavily damaged or stolen. Typically, when the cost to repair a vehicle exceeds 70% to 90% of the vehicle's value, the automobile insurance company will declare that vehicle to be a "total loss." In such cases, we provide the insurer with the local market value of the vehicle to assist the insurer in processing the claim. Our values are based on local market data that identifies the specific location and price of comparable vehicles. To compile this data, more than 300 CCC representatives survey over 3,800 car dealerships in more than 250 markets at least twice each month to obtain detailed information on the vehicles on the dealers' used car lots. In addition, we subscribe to more than 1,800 local newspapers and other publications and cull information from the classified advertisements to provide additional information on vehicle availability and pricing. We believe our Total Loss database is among the most current and comprehensive vehicle databases in North America. Each Total Loss valuation also includes a vehicle identification search under VINguard, which matches a current vehicle claim against our database of previously totaled or stolen vehicles to identify potential duplication or possible fraud.

        Customers of Total Loss who are also customers of Pathways collision estimating may access the Total Loss program electronically through the Pathways collision estimating software program. Customers also have the option to obtain Total Loss valuations from us by telephone, email or facsimile. TL2000 Solution allows customers and/or their insureds to access Total Loss services through the Internet via secured access. Customers may store Total Loss valuations on our EZNet communications network as part of a claims workfile.

        We sell Total Loss to our customers, including those who are Pathways collision estimating customers, on a per transaction basis. Customers are billed in the month following the transaction.

        Total Loss Advantage.    Total Loss Advantage permits customers who are not users of our Pathways collision estimating software products to submit Total Loss valuation requests electronically to us. Our Total Loss service can be accessed through Pathways, Total Loss Advantage, telephone or facsimile.

Information Services Products

        GuidePost Decision Support.    GuidePost allows users to manage and review data. Through GuidePost, insurance managers electronically evaluate results, format reports, gather information for review of personnel or a particular subject and compare performance to industry and regional indices

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from data generated in Pathways. We distribute GuidePost updates to our customers monthly. We are phasing out GuidePost and migrating customers to ClaimScope Navigator.

        ClaimScope Navigator.    ClaimScope Navigator is our next generation, on-line Web-based information service that provides a comprehensive method to create management reports comparing industry and company performance using Pathways collision estimating and Total Loss data. ClaimScope Navigator permits our customers to conduct in-depth analyses of claim information by parts and labor usage, cycle time measurements and vehicle type and condition. We completed our roll-out of ClaimScope Navigator release 1.0 in February of 2001. In January 2002 we released ClaimScope Navigator release 2.0, which introduced significant enhancements in flexibility and added Total Loss data.

Workflow Products

        EZNet Communications Network.    Our EZNet communications network is a central communications hub and repository for automobile insurance companies. Our customers can access EZNet in various ways, including, but not limited to, dedicated data lines and/or telephone line via modems. We offer various services such as dispatch of assignment information, estimate and supplement retrieval and electronic review of automobile appraisals to our customers that are provided over our EZNet communications network, all of which comprise our Electronic Direct Repair services. The network allows customers to electronically communicate claim information, including assignments, work files, estimates, images and auditable estimate data, internally and among appraisers, collision repair facilities, reinspectors and other parties involved in the automobile claims process. EZNet allows customers to share information and review claims, regardless of the location. EZNet provides customers with an electronic library to catalog, organize and store completed claims files.

        When a customer completes an estimate, the customer may store the estimate information on our EZNet communications network in the electronic library. For example, a remote claims adjuster in New York may prepare an estimate using Pathways collision estimating and store the completed estimate on EZNet. EZNet allows the adjuster's supervisor and other members of his company's automobile claim team in California to access the estimate on a confidential basis using a claim reference number. We sell EZNet services to our customers under multi-year contracts and bill customers on both a per transaction basis and a monthly subscription basis.

        Pathways Appraisal Quality Solution.    Pathways Appraisal Quality Solution is the first computerized solution that allows for electronic audits (QAAR Plus) of automobile repair estimates prepared by direct repair facilities, independent appraisers and internal insurance staff for quality control and for identification and correction of errors or discrepancies prior to the completion of repairs. In addition, Pathways Appraisal Quality Solution allows automobile insurance companies to use available historical data to track performance of appraisers and provides a mechanism to establish and monitor compliance with certain reinspection objectives developed by the automobile insurance company. For example, Pathways Appraisal Quality Solution allows an insurance company to establish certain criteria for reviewing the preparation of estimates, which allows the insurance company to determine if an appraiser prepared an accurate estimate. We sell Pathways Appraisal Quality Solution to our customers on a subscription and/or per transaction basis under multi-year agreements.

        Our new web-based portfolio aims to optimize efficiencies in the automobile claim and collision repair industries through Internet-based applications and communications. We expect to release solutions, including the Open Electronic Direct Repair Program (Open eDRP) and the Central Shop Dispatch, within this portfolio in 2002.

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Sales and Marketing

        All of our services are currently sold throughout the United States. Our sales and marketing strategy is to strengthen our relationships with existing customers and to expand our current customer base by providing efficient, integrated and value-added services in the automobile claims industry. We utilize approximately 170 sales and service professionals to market and sell our services.

Training and Support

        Our training and support staff, consisting of approximately 110 employees, provide basic training in the field, advanced training courses, telephonic technical support and implementation services. Our training and support staff consists of individuals with technical knowledge relating not only to CCC software and services, operating systems and network communications, but also to new and used automobile markets and collision repair. We routinely analyze customer calls to modify services or training and, whenever necessary, will dispatch a field representative to a customer's location.

Customers and Customer Contracts

        We provide our services primarily to automobile insurance companies and collision repair facilities. Our insurance company customers include most of the largest U.S. automobile insurance companies and small to medium size automobile insurance companies serving regional or local markets. Our automotive collision repair customers include more than 14,600 collision repair facilities, located in all 50 states, including most major metropolitan markets. No single customer accounted for more than 6.4% of our total revenues in any of the last three years. In 2001, our insurance customer base consisted of approximately 615 Total Loss services customers and 417 Pathways collision estimating services customers, as well as 130 customers for both Pathways Enterprise Solution and Pathways Professional Advantage. We charge fees for our services based on either a monthly subscription or a per transaction basis.

ChoiceParts Joint Venture

        On May 4, 2000, we formed a new independent company, ChoiceParts, LLC ("ChoiceParts") with Automatic Data Processing, Inc. ("ADP") and The Reynolds and Reynolds Company ("Reynolds"). ChoiceParts develops and operates an electronic parts exchange for the auto parts marketplace for franchised auto retailers, collision repair facilities and other parts suppliers. We have a 27.5% equity interest in ChoiceParts. In addition to an initial capital contribution of $1.4 million, we initially committed to fund an additional $5.5 million to ChoiceParts based on our pro-rata ownership percentage through April 2001; however, we reached an agreement with ADP and Reynolds to extend the funding deadline to April 2002. In December 2000, we funded $1.4 million in connection with this additional funding commitment. In March 2001, we funded $2.1 million to ChoiceParts and in addition, funded $0.3 million in February 2002, leaving approximately $1.7 million of the funding commitment still outstanding. We currently expect that the balance of the funding will occur in 2002. ChoiceParts earned revenues during 2001, but has not yet realized positive earnings.

Intellectual Property and Licenses

        Our competitive advantage depends upon our proprietary technology. We rely primarily on a combination of patents, contracts, intellectual property laws, confidentiality agreements and software security measures to protect our proprietary rights. We distribute our services under written license agreements, which grant our customers a license to use our services and contain provisions to protect our ownership and the confidentiality of the underlying technology. We also require all of our employees and other parties with access to our confidential information to sign agreements prohibiting the unauthorized use or disclosure of our technology.

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        We have trademarked virtually all of our products and services, and we use our trademarks in the advertising and marketing of our products and services. Pathways and CCC are well-known marks within the automobile insurance and collision repair industries. We have patents for our collision estimating service pertaining to the comparison and analysis of the "repair or replace" and the "new or used" parts decisions. In 1999, we received a patent for the Pathways method for managing insurance claim processing. Although we do not have a patent for the Total Loss calculation process, the processes involved in this program are our trade secrets and are essential to our Total Loss business. Despite these precautions, we believe that existing laws provide only limited protection for our technology. A third party may misappropriate our technology or independently develop similar technology. Additionally, it is possible that other companies could successfully challenge the validity or scope of our patents and that our patents may not provide a competitive advantage to us.

        We license certain data used in our services from third parties to whom we pay royalties. With the exception of the MOTOR Crash Estimating Guide that we license from Hearst, we do not believe that our services are significantly dependent upon licensed data which cannot be obtained from other vendors. Although we have licensed the estimating guide from Hearst through June 30, 2021, we do not have access to an alternative database that would provide comparable information in the event the license is terminated. Hearst may terminate the license if any of the following events occur: (1) we fail to make payment of license fees, royalties and other charges due under the agreement; (2) we do not comply with the material terms and conditions of the agreement; (3) we become bankrupt or insolvent and we are unable to perform our obligations under the agreement; or (4) upon two years' notice, if Hearst discontinues or abandons publication of the estimating guide.

        Any interruption of our access to the estimating guide provided by MOTOR could have a material adverse effect on our business, financial condition and results of operations.

        In addition, we license data used in the Recycled Parts database. The provider of this data is undergoing a reorganization pursuant to Chapter 11 of the Bankruptcy Code. To ensure continued access to recycled parts data, we are currently investigating other sources for this data. We believe that the current provider will continue to supply data or that we will obtain access to alternative databases that provide comparable information, however, there can be no assurance that the current data supplier will continue to supply data or that we will be able to enter into new or additional licenses on economic terms that are beneficial to us. Any interruption of our access to the data contained in the Recycled Parts database could have a material adverse effect on our business.

        We are not engaged in any material disputes with other parties with respect to the ownership or use of our proprietary technology. We cannot assure you that other parties will not assert technology infringement claims against us in the future. Defending any such claim may involve significant expense and management time. In addition, if any such claim were successful, we could be required to pay monetary damages, refrain from distributing the infringing product or obtain a license from the party asserting the claim, which may not be available on commercially reasonable terms.

Competition

        The industry in which we compete is highly competitive. We compete by offering value added products and services that we believe are unique and by providing superior customer service for these solutions. Historically, our principal competitors have included 1) the dealers services division of ADP, which offers a personal computer-based collision estimating and digital imaging system and a vehicle valuation service to the automobile insurance industry and a collision estimating and digital imaging system to the collision repair industry, and 2) Mitchell International Inc. ("Mitchell"), which publishes crash guides for both the automobile insurance and collision repair industries and markets collision estimating, shop management and imaging products. Over the past few years, however, we have faced new competition from several new companies, many of which focus on the delivery of services over the

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Internet. We also compete with companies offering both collision estimating programs that are not computer based. Over the past few years, we have experienced steady competitive price pressure.

        We intend to address competitive price pressures by providing higher quality value added solutions services that offer more advanced features to our clients. We also intend to continue to develop unified, user-friendly claim services that incorporate our comprehensive proprietary inventory of data. We expect that Pathways will continue to provide a unique service for our insurance and collision repair customers and allow us to effectively address competitive price pressures.

        At times, insurance companies have entered into agreements with companies (including ADP, Mitchell and CCC) that provide that the insurance company will either use the product or service of that company exclusively or designate the company as its preferred provider of that product or service. If the agreement is exclusive, the insurance company requires that collision repair facilities, independent appraisers and regional offices use the particular product or service. If the company is simply a preferred provider, the collision repair facilities, independent appraisers and regional offices are encouraged to use the preferred product, but may still choose another company's product or service. Being included on the approved list of an insurance company or having a product that is endorsed by the insurance company provides certain benefits, including immediate customer availability and an advantage over competitors who may not have such approval. To the extent an insurance company has endorsed ADP or Mitchell, but not us, we will experience a competitive disadvantage.

Research and Development

        For the years 2001, 2000 and 1999 we incurred research and development costs of $13.0 million, $11.1 million and $3.9 million, respectively.

Former Businesses

CCC International

        CCC International provided claims consulting for a large insurance company, in which we helped identify potential collision repair facilities for this insurer to acquire. In December 2000, we decided to shutdown D.W. Norris, a 100% owned subsidiary of CCC International acquired in August of 1999. In June 2001, we decided to shut down CCC International. The decision to shut down the business was the result of continued underperformance and expected future losses.

        In 1998, CCC International entered into a joint venture, Enterstand Limited ("Enterstand"), with Hearst Communications Inc. ("Hearst Communications") to jointly develop and implement our services for the European market. In 2001, as part of our decision to shut down CCC International, we ceased funding and discontinued our participation in Enterstand. In March 2002, CCC International and Hearst Communications terminated their joint venture agreement, CCCG issued a warrant to Hearst Communications, exercisable for five years, to purchase up to 250,000 shares of the common stock of CCCG for $12 per share and CCC International purchased Hearst Communications' interest in the joint venture for a nominal sum.

CCC Consumer Services

        Through CCC Consumer Services we provided third party outsourcing services to the insurance industry. CCC Consumer Services' Access product was dependent on certain software resources of CCC U.S. and was unable to provide this service without use of certain CCC U.S. resources. CCC Consumer Services experienced both a decline in revenue and in the number of transactions processed for its customers. As a result of these factors, in April 2001, we decided to discontinue the operations of our CCC Consumer Services segment. By the end of 2001 we sold certain assets and closed the CCC Consumer Services segment business.

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Item 2. Properties

        Our corporate office is located in Chicago, Illinois, where we lease two spaces of a multi-tenant facility, one for approximately 104,000 square feet which expires in November 2008 and the second for approximately 37,000 square feet which expires in January 2004. In Glendora, California, we lease approximately 84,000 square feet of a facility under a lease expiring in December 2004, where a satellite development center and distribution center are housed. We own a 50,000 square foot facility in Sioux Falls, South Dakota used primarily for certain customer service and claims processing operations. During 2001 we vacated approximately 34,000 feet of a multi-tenant facility in Chicago previously occupied by our DriveLogic segment under a lease expiring in March 2006. We are currently attempting to sublease these premises. In addition, we vacated facilities previously occupied by CCC Consumer Services and CCC International and we are currently subleasing 6,700 square feet of our Sioux Falls facility. We believe that our existing facilities are adequate to meet our requirements for the foreseeable future.


Item 3. Legal Proceedings

        On January 31, 2000, a putative class action lawsuit was filed against CCC, Dairyland Insurance Co., and Sentry Insurance Company in the Circuit Court of Johnson County, Illinois. The case is captioned SUSANNA COOK v. DAIRYLAND INS. CO., SENTRY INS. and CCC INFORMATION SERVICES INC., No. 2000 L-1. Plaintiff alleges that her insurance company, using a valuation prepared by CCC, offered an inadequate amount for her automobile. Plaintiff seeks to represent a nationwide class of all insurance customers, who, during the period from January 28, 1989, up to the date of trial, had their total loss claims settled using a valuation report prepared by CCC. The complaint also seeks certification of a defendant class consisting of all insurance companies who used CCC's valuation reports to determine the "actual cash value" of totaled vehicles. Plaintiff asserts various common law and contract claims against the defendant insurance companies, and various common law claims against CCC. Plaintiff seeks an unspecified amount of compensatory and punitive damages, as well as an award of attorney's fees and costs.

        During January and February of 2001, the group of plaintiffs' lawyers who filed the COOK lawsuit filed ten (10) additional putative class action lawsuits against CCC and several of its insurance company customers in the Circuit Court of Madison County, Illinois. Those cases are captioned as follows: LANCEY v. COUNTRY MUTUAL INS. CO., COUNTRY CASUALTY INS. d/b/a COUNTRY COMPANIES, and CCC INFORMATION SERVICES INC., Case No. 01 L 113 (filed January 29, 2001); SCHOENLEBER v. PRUDENTIAL PROPERTY AND CASUALTY INC. CO. and CCC INFORMATION SERVICES INC., Case No. 01 L 99 (filed January 18, 2001); EDWARDS v. MID-CENTURY INS. CO. d/b/a FARMERS INS. AND CCC INFORMATION SERVICES INC., Case No. 01 L 151 (filed February 6, 2001); BORDONI v. CGU INS. GROUP d/b/a CGU INS. CO. OF ILLINOIS and CCC INFORMATION SERVICES INC., Case No. 01 L 157 (filed February 6, 2001); RICHARDSON v. PROGRESSIVE PREMIER INS. CO. OF ILLINOIS d/b/a PROGRESSIVE and CCC INFORMATION SERVICES INC., Case No. 01 L 149 (filed February 6, 2001); BILLUPS v. GEICO GENERAL INS. CO. and CCC INFORMATION SERVICES INC., Case No. 01 L 159 (filed February 6, 2001); HUFF v. HARTFORD INS. CO. OF ILLINOIS d/b/a THE HARTFORD AND CCC INFORMATION SERVICES INC., Case No. 01 L 158 (filed February 6, 2001); KNACKSTEDT v. ST. PAUL FIRE AND MARINE INS. CO. and CCC INFORMATION SERVICES INC., Case No. 01 L 153 (filed February 6, 2001); MOORE v. SHELTER INS. COS. and CCC INFORMATION SERVICES INC., Case No. 01 L 160 (filed February 6, 2001); TRAVIS v. KEMPER CASUALTY INS. CO. d/b/a KEMPER INSURANCE and CCC INFORMATION SERVICES INC., Case No. 01 L 290 (filed February 16, 2001). The plaintiff in the BILLUPS case dismissed his claims against CCC without prejudice on October 5, 2001. The allegations and claims asserted in these cases are substantially similar to those in the COOK case, as is the relief sought. Each plaintiff seeks to represent a nationwide class of the customers of the

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insurance company that is the defendant in that case who, during the period from January 28, 1989, up to the date of trial, had their total loss claims settled using a valuation report prepared by CCC. The LANCEY case seeks certification of a defendant class, as does the COOK case.

        CCC and certain of its insurance company customers have been engaged in settlement discussions with the plaintiffs' attorneys who filed the above-referenced cases in Johnson County and Madison County, Illinois. Upon completion, the anticipated settlement would resolve potential claims arising out of approximately 30 percent of the CCC's total transaction volume during the time period covered by the lawsuits, and it would also resolve a number of the putative class action suits currently pending against CCC and certain of its customers. These settlement negotiations are ongoing, but at this time CCC and certain of its insurance company customers have reached an agreement in principle as to CCC's proposed contribution to the potential settlement. During the fourth quarter of 2001, CCC recorded a pre-tax charge of $4.3 million, net of an expected insurance reimbursement of $2.0 million, as an estimate of the amount that CCC will contribute toward the potential settlement. Upon completion of the anticipated settlement, CCC would agree to enter into the settlement for the purpose of avoiding the expense and distraction of protracted litigation, without any express or implied acknowledgment of any fault or liability to the plaintiff, the putative class or anyone else.

        The consummation of the settlement with the plaintiffs and the amount of CCC's contribution to the proposed settlement remain subject to a number of significant contingencies, including, among other things, the extent of participation on the part of CCC's insurance company customers, the negotiation of settlement terms between the plaintiffs and those of CCC's customers that are participating in the settlement negotiations, as well as judicial approval of any proposed settlement agreement. As a result, at this time, there is no assurance that the settlement will be successfully consummated or, if completed, that the final settlement will be on the terms or levels of participation set forth above. There is also no assurance that existing or potential claims arising out of the remainder of CCC's total loss transaction volume could be settled on comparable terms.

        Between October of 1999 and July of 2000, a separate group of plaintiffs' attorneys filed a series of putative class action lawsuits against CCC and several of its insurance company customers in the Circuit Court of Cook County, Illinois. The cases (excluding cases that have since been dismissed) are captioned as follows: ALVAREZ-FLORES v. AMERICAN FINANCIAL GROUP, INC., ATLANTA CASUALTY CO., and CCC INFORMATION SERVICES INC., No. 99 CH 15032 (filed October 19, 1999); GIBSON v. ORIONAUTO, GUARANTY NATIONAL INS. CO. and CCC INFORMATION SERVICES INC., No. 99 CH 15082 (filed October 20, 1999); STEPHENS v. THE PROGRESSIVE CORP., PROGRESSIVE PREFERRED INS. CO. and CCC INFORMATION SERVICES INC., No. 99 CH 15557 (filed October 28, 1999); LEPIANE v. THE HARTFORD FINANCIAL SERVICES GROUP, INC., HARTFORD INSURANCE COMPANY OF THE MIDWEST and CCC INFORMATION SERVICES INC., No. 00 CH 10545 (filed July 18, 2000). The same group of plaintiffs' attorneys filed an additional case in the Circuit Court of Cook County on or about May 16, 2001. That case is captioned SCALES v. GEICO GENERAL INSURANCE COMPANY AND CCC INFORMATION SERVICES INC., NO. 01 CH 8198 (filed May 16, 2001). CCC was not served with the SCALES complaint until November of 2001. These cases contain allegations and claims that are substantially similar to the cases pending in Madison County, Illinois described above.

        Between June and August of 2000, a separate group of plaintiffs' attorneys filed three putative class action cases against CCC and various of its insurance company customers in the State Court of Fulton County, Georgia. Those cases are McGOWAN v. PROGRESSIVE CASUALTY INS. CO., PROGRESSIVE INS. CO., and CCC INFORMATION SERVICES INC., Case No. 00VS006525 (filed June 16, 2000), DASHER v. ATLANTA CASUALTY CO. and CCC INFORMATION SERVICES INC., Case No. 00VS006315 (filed 6/16/00) and WALKER v. STATE FARM MUTUAL AUTOMOBILE INS. CO. and CCC INFORMATION SERVICES INC., Case No. 00VS007964 (filed August 2, 2000). The plaintiff in each case alleges that his or her insurance company, using a valuation prepared by CCC,

9



offered plaintiff an inadequate amount for his or her automobile and that CCC's Total Loss valuation service provides values that do not comply with the applicable Georgia regulations. The plaintiffs assert various common law and statutory claims against the defendants and seek to represent a nationwide class of insurance company customers. Additionally plaintiffs seek to represent a similar statewide sub-class for claims under the Georgia RICO statute. Plaintiffs seek unspecified compensatory, treble and punitive damages, as well as an award of attorneys' fees and expenses.

        On August 2, 2000, a putative class action purportedly on behalf of certain residents of fourteen states was filed in the Franklin County Court of Common Pleas, State of Ohio, against Nationwide Mutual Insurance Company and CCC. WHITWORTH v. NATIONWIDE MUTUAL INS. CO. and CCC INFORMATION SERVICES INC., Case No. CVH-08-6980 (filed August 2, 2000). The Whitworth lawsuit was filed by a group of plaintiffs' attorneys that includes certain attorneys who previously filed the McGOWAN, DASHER, and WALKER cases (reported above). The plaintiffs assert substantially the same claims and seek substantially the same relief as in those previously filed Fulton County actions. The plaintiffs further allege that CCC's Total Loss valuation service provides values that do not comply with applicable regulations in Ohio and other states. Subsequent to filing, the plaintiff amended the complaint to purport to represent a national class of certain customers of Nationwide Mutual Insurance Company.

        Together with its co-defendant Nationwide, CCC has entered into an agreement to settle the WHITWORTH case. If consummated, the proposed settlement in the WHITWORTH case would resolve all claims on behalf of a national settlement class consisting of all policyholders of Nationwide (and all its affiliates): (a) who have submitted first party property damage claims; (b) whose vehicle was declared a total loss; (c) for whose vehicle Nationwide (or its affiliate) received a valuation of the total loss vehicle from CCC; and (d) who received payment for the total loss claim between January 1, 1987 and the date on which notice of the settlement is mailed. These class members constitute approximately 5 percent of CCC's total loss transaction volume during the period covered by the lawsuit. Class members who do not opt out of the settlement would release any and all claims against CCC and Nationwide (and its affiliates) arising out of or relating to first party property damage claims made to Nationwide (or its affiliates) and/or our CCC's valuation of their total loss vehicles for Nationwide (or its affiliates). Class members who exercise their right to opt out of the settlement, however, would not be bound by the settlement and would not release any claims as part of the settlement.

        Pursuant to the proposed settlement, Nationwide has agreed to provide certain cash compensation to members of the class who submit timely and accurate claim forms. In addition, Nationwide has agreed to pay for the costs of notice and administration of the settlement as well as class counsel's attorneys' fees and expenses (up to the amount of $8,750,000) that may be awarded by the Court. Pursuant to the settlement agreement, CCC has agreed to provide certain information necessary to identify and provide notice to class members as well as the information necessary to administer the settlement. In addition, CCC has agreed to the entry of injunctive relief requiring CCC, for a period of three years, to undertake additional periodic studies to validate certain of the information used in its Total Loss valuation service. CCC has agreed to enter into the settlement agreement for the purpose of avoiding the expense and distraction of protracted litigation, without any express or implied acknowledgment of any fault or liability to the Plaintiffs, the settlement class, or anyone else.

        The settlement agreement does not require any cash contribution by CCC towards the monetary compensation for the class, the cost of notice and administration, or class counsel's attorneys' fees and expenses. CCC estimates that the cost to CCC of providing information necessary to identify and provide notice to class members and the information necessary to administer the settlement, together with the cost of complying with the proposed injunctive relief, would not, on a yearly basis, have a material impact on operating cash flow. Nationwide has previously demanded indemnification from CCC in connection with certain litigation matters involving CCC's Total Loss valuation service, including the WHITWORTH case. That demand is unaffected by the settlement agreement in the

10



WHITWORTH case. Nationwide's indemnification demand was one of the indemnification demands discussed in more detail in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. CCC has asserted various defenses to Nationwide's indemnification demand.

        The Court granted preliminary approval of the WHITWORTH settlement on March 8, 2002, and the settlement is subject to final Court approval at a fairness hearing. Also, under certain circumstances, Nationwide has the right to withdraw from the settlement and cancel the settlement agreement prior to the fairness hearing. If the proposed settlement is not approved by the Court at the fairness hearing, or if the Court approves the settlement and that approval is vacated, modified, or reversed on appeal, the settlement agreement would be terminated.

        The proposed settlement of the WHITWORTH case would not affect any other pending lawsuits relating to CCC's Total Loss valuation service involving any of CCC's other insurance company customers. The cost to CCC to settle any such other pending lawsuits could be materially greater than the cost of settling the WHITWORTH case.

        In 2001, one of the plaintiffs' attorneys who filed the McGOWAN, DASHER AND WALKER cases discussed above filed additional complaints against CCC and certain of its insurance company customers. Those cases are BEARDEN v. GEORGIA FARM BUREAU INSURANCE COMPANIES and CCC INFORMATION SERVICES INC., Civil Action File No. 01-CV-22114-1 (filed May 21, 2001 in the Superior Court of Fulton County, Georgia); STOUDEMIRE v. METROPOLITAN GENERAL INSURANCE COMPANY, MET LIFE AUTO & HOME INSURANCE AND CCC INFORMATION SERVICES INC., Civil Action No. CV 01-3135-TSM (filed October 16, 2000 in the Circuit Court of Montgomery County, Alabama); HECKLER v. PROGRESSIVE EXPRESS INSURANCE COMPANY, PROGRESSIVE AMERICAN INSURANCE COMPANY and CCC INFORMATION SERVICES INC., Case No. 00003573 (filed against CCC on November 5, 2001 in the Circuit Court of the Thirteenth Judicial Circuit, in and for Hillborough County, Florida); and ROMERO v. VESTA FIRE INSURANCE CORPORATION and CCC INFORMATION SERVICES INC., Case No. 367282 (filed November 19, 2001 in the Superior Court of the State of California, County of Riverside). The plaintiffs in these cases allege that the insurer, using a valuation provided by CCC, offered them an inadequate amount for their automobile. The plaintiffs also allege that CCC's Total Loss valuation service provides values that do not comply with applicable state regulations governing total loss claims settlements. On that basis, the plaintiffs assert various claims against CCC and seek an award of unspecified compensatory and punitive damages, attorneys' fees, interest and costs. The plaintiff in ROMERO also seeks injunctive and declaratory relief. The STOUDEMIRE and HECKLER cases are pled as individual actions, while the plaintiff in BEARDEN seeks to represent a class of Georgia Farm Bureau customers whose total loss claims were adjusted using a CCC valuation and the plaintiff in ROMERO seeks to represent a class of certain California residents insured under a Vesta California policy whose total loss claims were adjusted using a CCC valuation.

        On or about January 18, 2002, a complaint was filed in the State Court of Fulton County, Georgia against CCC, one of its insurance company customers, Allstate, and other defendants. The case is captioned HUTCHINSON v. ALLSTATE INSURANCE COMPANY, BRANCH BANKING & TRUST COMPANY, SADISCO CORPORATION, and CCC INFORMATION SERVICES INC., Civil Action No. 02V5027697C (filed January 18, 2002). The plaintiffs in the HUTCHINSON case allege that their insurer declared their vehicle a total loss despite a dispute over the value of the vehicle. Plaintiffs further allege that, despite their instructions not to dispose of the vehicle, Allstate had the car towed and subsequently sold. Plaintiffs allege that CCC provided Allstate with a reduced fair market value for their vehicle. Plaintiffs assert various common law claims against CCC and the other defendants, as well as a claim under the Georgia RICO statute. Plaintiffs seek an award of unspecified compensatory and punitive damages and attorneys' fees.

11



        CCC is aware of two class certification rulings in cases involving CCC's Total Loss valuation service, to which CCC is not a party. In JOSEPH JOHNSON ET AL. v. FARMERS INSURANCE EXCHANGE, NO. D035649 (SUPERIOR COURT NO. 726452), the California Court of Appeal reversed an order by the San Diego County Superior Court denying class certification. The Court of Appeal ordered the Superior Court to certify a class consisting of all California residents insured under a Farmers California private party passenger vehicle policy who, from December 10, 1994 through the present, received a first party total loss settlement or settlement offer that was less than the CCC base value because of a deduction for one or more condition adjustments, and whose overall vehicle condition was at least average and up to, but not including, "dealer ready." CCC is not a party to the JOHNSON case but has become aware of the Court of Appeal's class certification ruling.

        In PAK, ET AL. v FARMERS GROUP, INC. AND FARMERS INSURANCE EXCHANGE, CASE NO. CV98-04873, the Second Judicial District Court of the State of Nevada in and for Washoe County has certified a class of Nevada customers insured by Farmers whose total loss claims were paid on the basis of valuations prepared by CCC. CCC is not a party to the PAK case but has become aware of the court's class certification ruling. CCC has also become aware that the Nevada Supreme Court has agreed to review the trial court's class certification ruling and the case has been stayed pending that review.

        Four of CCC's automobile insurance company customers have made contractual and, in some cases, also common law indemnification claims against CCC for litigation costs, attorneys' fees, settlement payments and other costs allegedly incurred by them in connection with litigation relating to their use of CCC's Total Loss valuation product. These four claims include the indemnification demand made by Nationwide Mutual Insurance Company discussed above. CCC has asserted various defenses to these indemnification claims.

        CCC intends to vigorously defend its interests in all of the above described lawsuits and claims to which it is a party and support its customers in other actions. Due to the numerous legal and factual issues that must be resolved during the course of litigation, CCC is unable to predict the ultimate outcome of any of these actions. If CCC was held liable in any of the actions (or otherwise concludes that it is in CCC's best interest to settle any of them), CCC could be required to pay monetary damages (or settlement payments). Depending upon the theory of recovery or the resolution of the plaintiff's claims for compensatory and punitive damages, or potential claims for indemnification or contribution by CCC's customers in any of the actions, these monetary damages (or settlement payments) could be substantial and could have a material adverse effect on CCC's business, financial condition or results of operations. CCC is unable to estimate the magnitude of its exposure, if any, at this time. As additional information is gathered and the lawsuits proceed, CCC will continue to assess its potential impact.

        In addition to the foregoing, two cases previously disclosed by CCC during 2001 were resolved during the last quarter of 2001.

        In or around March of 2001, CCC was added as a defendant in a case that had been filed previously against one of its insurance company customers. The case, which is captioned LAWHON v. NATIONWIDE INSURANCE COMPANY and CCC INFORMATION SERVICES INC., No. CIV-01-001-B, was filed in the United States District Court for the Eastern District of Oklahoma. The plaintiffs alleged that Nationwide, using a valuation provided by CCC, offered plaintiffs an inadequate amount for their automobile. The plaintiffs also alleged that CCC's Total Loss valuation service produces values that do not comply with applicable state regulations governing total loss claims settlements. The plaintiffs asserted various common law claims against CCC, and they sought an award of unspecified compensatory and punitive damages, penalties, attorneys' fees, interest, and costs. The plaintiffs' attorneys who filed the LAWHON case included one of the plaintiffs' attorneys who filed the WHITWORTH, DASHER, McGOWAN, WALKER, BEARDEN, STOUDEMIRE and HECKLER

12



cases discussed above. The case was resolved during the last quarter of 2001 and the plaintiffs' claims against CCC and its co-defendant, Nationwide, have been dismissed with prejudice. The resolution of this case will not have a material adverse impact on CCC's results of operations or financial condition.

        On May 30, 2001, CCC filed an action in the Circuit Court of Cook County, Illinois against Superior Insurance Group, Inc. seeking to recover approximately $5.2 million in fees due under a Quality Audit Services Agreement between CCC and Superior. CCC INFORMATION SERVICES INC. v. SUPERIOR INSURANCE GROUP, INC., Case No. 01L6337 (filed May 30, 2001). On July 27, 2001, Superior filed a counterclaim alleging that CCC fraudulently induced Superior to enter into the Quality Audit Services Agreement, a service provided by our CCC Consumer Services segment, failed to perform the services promised, and overcharged Superior for the services provided. On that basis, Superior asserted claims against CCC for breach of contract and fraudulent inducement. Superior sought compensatory damages in an amount not less than $1 million and punitive damages in an amount not less than $2 million. Superior also sought declaratory relief regarding the termination of the agreement as well as an accounting. CCC filed an answer denying Superior's counterclaims and asserting various affirmative defenses. CCC and Superior have reached an agreement to settle the litigation in exchange for a payment to CCC by Superior in the amount of $220,000 and an exchange of mutual releases. The parties are currently in the process of documenting this settlement, after which the action will be dismissed in its entirety by both parties.


Item 4. Submission of Matters to A Vote of Security Holders

        None.


PART II

Item 5. Market for Registrant's Common Equity and Related Stockholder Matters

        Our common stock (symbol: CCCG) is traded on the Nasdaq National Market ("Nasdaq"). For the last two fiscal years, low and high sales prices of our common stock were as follows:

 
  2001

  2000

 
  Fourth
Quarter

  Third
Quarter

  Second
Quarter

  First
Quarter

  Fourth
Quarter

  Third
Quarter

  Second
Quarter

  First
Quarter

Low   $ 5.37   $ 4.95   $ 5.94   $ 6.75   $ 6.25   $ 8.06   $ 8.88   $ 14.88
High   $ 8.15   $ 7.47   $ 10.35   $ 9.88   $ 9.75   $ 11.25   $ 18.25   $ 30.13

        Since our initial public offering of common stock in August of 1996, no dividends have been declared on shares of our common stock and our Board of Directors currently has no intention of declaring such dividends. As of March 26, 2002, there were 25,766,065 shares of common stock outstanding. There were 80 stockholders of record on March 22, 2002.

13




Item 6. Selected Financial Data

        Below are the Company's condensed consolidated statements of operations and selected balance sheet information for the five years ended December 31, 2001. The selected balance sheets as of December 31, 2001 and 2000 and the condensed consolidated statement of operations for the five years ended December 31, 2001 have been restated to reflect the CCC Consumer Services segment as a discontinued operation in accordance with Accounting Principles Board Statement No. 30, Reporting the Results of Operations—Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions.


 


 

Year Ended December 31,


 
 
  2001
  2000
  1999
  1998
  1997
 
 
  (In Thousands, Except Per Share Data)

 
Consolidated Statement of Operations Data:                                
Revenues   $ 187,941   $ 184,641   $ 179,021   $ 168,811   $ 151,293  
Expenses:                                
  Operating expenses     175,768     181,018     160,751     145,045     126,310  
  Restructuring charges     10,499     6,017     2,242     1,707      
  Litigation settlements     4,250     2,375         1,650      
   
 
 
 
 
 
Operating income (loss)     (2,576 )   (4,769 )   16,028     20,409     24,983  
Interest expense     (5,680 )   (3,135 )   (1,358 )   (252 )   (139 )
Other income (expense), net     (248 )   5,101     412     697     1,505  
Gain on exchange of investment securities, net         18,437              
Loss on investment securities and notes     (28,267 )                
CCC Capital Trust minority interest expense     (1,371 )                
Equity in losses of ChoiceParts investment     (2,486 )   (2,071 )            
   
 
 
 
 
 
Income (loss) from continuing operations before income taxes     (40,628 )   13,563     15,082     20,854     26,349  
Income tax (provision) benefit     18,329     (3,452 )   (7,352 )   (8,997 )   (10,917 )
   
 
 
 
 
 
Income (loss) from continuing operations before equity losses     (22,299 )   10,111     7,730     11,857     15,432  
Equity in net losses of affiliates     (2,354 )   (15,650 )   (6,645 )   (11,658 )    
   
 
 
 
 
 
Income (loss) from continuing operations     (24,653 )   (5,539 )   1,085     199     15,432  
Income (loss) from discontinued operations, net of income taxes     (5,972 )   (3,704 )   (333 )   (280 )   400  
   
 
 
 
 
 
Net income (loss)     (30,625 )   (9,243 )   752     (81 )   15,832  
Dividends and accretion on mandatorily redeemable preferred stock             (2 )   43     (365 )
   
 
 
 
 
 
Net income (loss) applicable to common stock   $ (30,625 ) $ (9,243 ) $ 750   $ (38 ) $ 15,467  
   
 
 
 
 
 

Income (loss) per common share—basic

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Income (loss) applicable to common stock from:                                
  Income (loss) from continuing operations   $ (1.12 ) $ (0.25 ) $ 0.05   $ 0.01   $ 0.63  
  Income (loss) from discontinued operations     (0.27 )   (0.17 )   (0.02 )   (0.01 )   0.02  
   
 
 
 
 
 
Net income (loss) applicable to common stock   $ (1.39 ) $ (0.42 ) $ 0.03   $   $ 0.65  
   
 
 
 
 
 

14



Income (loss) per common share—diluted

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 
Income (loss) applicable to common stock from:                                
  Income (loss) from continuing operations   $ (1.12 ) $ (0.25 ) $ 0.05   $ 0.01   $ 0.60  
  Income (loss) from discontinued operations     (0.27 )   (0.17 )   (0.02 )   (0.01 )   0.02  
   
 
 
 
 
 
Net income (loss) applicable to common stock   $ (1.39 ) $ (0.42 ) $ 0.03   $   $ 0.62