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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 10-K

Commission file number 0-25849

OneSource Information Services, Inc.

300 Baker Avenue Concord, MA 01742

Registrant’s telephone number, including area code:

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

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

     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 þ         No o

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

     The aggregate market value of voting stock held by nonaffiliates of the registrant, based on the closing price of the common stock on March 8, 2002 of $7.45, as reported on the NASDAQ National Market, was approximately $55,000,000. Shares of common stock held by each officer and director and by each person who owns 5% or more of the outstanding common stock have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for any other purpose.

     As of March 8, 2002, the registrant had 12,039,496 shares of common stock outstanding, $.01 par value.

DOCUMENTS INCORPORATED BY REFERENCE:

     OneSource Information Services, Inc. (“OneSource”) intends to file its proxy statement pursuant to Regulation 14A within 120 days of the end of the fiscal year ended December 31, 2001. Portions of the proxy statement are incorporated by reference into Part III of this Annual Report on Form 10-K. In addition, OneSource has filed a Registration Statement on Form S-1, File No. 333-73263.

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PART I

Item 1. Business

      Except for historical information contained herein, the matters discussed in this Annual Report on Form 10-K are forward-looking statements that involve risks and uncertainties. OneSource makes such forward-looking statements under the provision of the “Safe Harbor” section of the Private Securities Litigation Reform Act of 1995. Any forward-looking statements should be considered in light of the factors described below in Part II, Item 7 under “Certain Factors that May Affect Future Results.” Actual results may vary materially from those projected, anticipated or indicated in any forward-looking statements. In this Annual Report on Form 10-K, the words “anticipates,” “believes,” “expects,” “intends,” “future,” “could,” and similar words or expressions (as well as other words or expressions referencing future events, conditions or circumstances) identify forward-looking statements.

General

      OneSource provides primarily Web-based business and financial information products to professionals who need quick access to timely and reliable company, industry, and market intelligence. OneSource’s primary products, the OneSource® Business Browser^SM products, are password-protected, subscription-based products that provide sales, marketing, finance, and management professionals and consultants with industry and company profiles, research reports, media accounts, executive listings and biographies, and financial information on over one million public and private companies. OneSource customers access this information over the Internet using standard Web browsers. As a Web-based solution, the Business Browser product line does not require the purchase of additional computer hardware by the customer. OneSource also distributes its CorpTech® high-technology company database as part of the Business Browser product line, as part of CD Roms, and through third party distributors.

      OneSource uses its own proprietary classification system, which is referred to as the KeyID^SM taxonomy, to associate, link, and integrate numerous, disparate sources of information that OneSource licenses and uses in its products. Using its KeyID taxonomy, OneSource integrates over 2,500 information sources that are made available from more than 25 information providers and OneSource’s own CorpTech high-technology company database. The information providers provide both textual information, such as news, business and trade articles, SEC filings, executive listings and profiles, industry intelligence, and analyst reports; and numeric information, such as company financial statements, stock quotes, and industry statistics.

      The OneSource product line also includes the AppLink^SM application programming interface toolkit. The Applink application programming interface toolkit lets Business Browser customers access Business Browser content from within their internal applications. These customer applications may be internally developed or utilize third party software, and typically apply to corporate intranets, portals, or customer relationship platforms. OneSource has formed a number of alliances to enhance the integration and marketing of Business Browser content in third party software platforms. OneSource believes that the flexibility of its customers to access, use, and embed information from the Business Browser products as part of their own internal applications is an important trend and requirement.

      OneSource products are designed to address the information needs of leading professional and financial services firms, technology companies, and other large organizations. OneSource’s primary target market consists of Global 5000 business-to-business companies in the technology, professional services, and financial services industries with not less than 500 employees and $250 million in sales, and that employ large direct sales forces. Representative customers include Compaq Computer Corporation, Deloitte & Touche LLP, Oracle Corporation, SAP America, Inc., and Sun Microsystems, Inc. OneSource customers use the OneSource products for such purposes as account prospecting and management (i.e., business development), competitive and peer analysis, company tracking and monitoring, and company and industry research.

      As of December 31, 2001, 817 organizations subscribed to our Web-based Business Browser product line, compared to 869 as of December 31, 2000. On average, our customers for Web-based Business Browser products as of December 31, 2001 had an annualized contract value of $68,700 per customer, compared to an average annualized contract value of $67,200 per customer as of December 31, 2000. As of December 31, 2001, 42 organizations subscribed to the AppLink application programming interface toolkit. Such customers as of December 31, 2001 generated, on average, approximately $380,000 each in annualized contract value.

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      The aggregate annualized contract value of Business Browser product contracts was $56.1 million as of December 31, 2001, compared to $58.3 million as of December 31, 2000. Of this $56.1 million, $45.4 million was attributable to those customers that were under contract as of both December 31, 2000 and 2001. The renewal rate for subscribers of the Business Browser product line as of December 31, 2001 was 68% calculated on a dollar basis, whereas the renewal rate for those subscribers that also use the AppLink application programming interface toolkit as of December 31, 2001 was 85% calculated on a dollar basis (Annualized contract value is described in more detail in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations).

      OneSource’s business is not seasonal to any significant extent. As a percentage of total invoiced fees, invoiced fees in the fourth quarter of the fiscal year have exceeded invoiced fees in other quarters for the corresponding fiscal year. However, this percentage has declined over the last three fiscal years and does not represent seasonality to any significant extent. During the fourth quarter of fiscal years 2001, 2000, and 1999, OneSource invoiced 31%, 38%, and 46% of total invoiced fees for each fiscal year, respectively. OneSource attributes this primarily to the budgeting cycles of its customers.

      OneSource was incorporated in Delaware in July 1993 under the name Datext Holding Corporation. In May 1998, OneSource sold its CD-Insurance division to allow OneSource to focus more completely on its Web-based product line. On October 1, 1999, OneSource acquired Corporate Technology Information Services, Inc., a Delaware corporation located in Woburn, Massachusetts. Corporate Technology Information Services, Inc. is a provider of high technology company profiles with a focus on emerging private companies. For more information regarding the sale of OneSource’s CD-Insurance division and the Corporate Technology Information Services, Inc. acquisition, see Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations — Overview. OneSource’s principal executive offices are located at 300 Baker Avenue, Concord, Massachusetts, 01742, and its telephone number is (978) 318-4300. OneSource’s common stock is traded on the NASDAQ National Market System under the symbol “ONES” and its Web address is www.onesource.com.

Products

      The OneSource Business Browser product line is designed to be a comprehensive, efficient, and easy to use business and financial information resource for professionals who require quick access to reliable company, industry, and market intelligence. OneSource customers generally use OneSource products for such purposes as account prospecting and management (i.e., business development), competitive and peer analysis, company tracking and monitoring, and company and industry research.

      The Business Browser products integrate over 2,500 sources of business information from more than 25 business and financial information providers. These sources include textual information, such as company profiles, news, business and trade articles, SEC filings, executive listings and biographies, industry intelligence, and analyst reports; and numeric information, such as company financial statements, stock quotes, and industry statistics. OneSource uses its proprietary KeyID taxonomy to sort, categorize, link, and integrate information on over one million worldwide public and private companies.

      Business Browser products are accessible to licensed users through a standard Web browser that is likely available and familiar to users. OneSource customers require minimal installation and systems support, and users can access the Business Browser products at any time via the Internet. In addition, the AppLink application programming interface toolkit enables Business Browser product subscribers the option to access Business Browser content via their corporate intranets, portals, or customer relationship platforms.

      OneSource concentrates on the functional uses of the business and financial information that it integrates and makes available to users. The Business Browser product line has been designed for use not only by traditional users of business information, but also throughout an organization, including sales forces, professional service and consulting staffs, marketing and new business development executives, financial analysts, and purchasing personnel. OneSource applies its knowledge of how business professionals use information in order to transform raw, disparate data into information that is integrated, meaningful, and actionable. OneSource specializes in integrating and presenting information in such a manner that the user can efficiently interpret, analyze, and problem solve. OneSource uses the feedback of its users in deriving and enhancing its products’ user interface and functionality in order to make its products easy to use, and to enable users to become productive quickly with minimal training.

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      The Business Browser product line is generally available to a specified number of users in a customer organization at a fixed annual subscription fee that declines on a per-user basis as the total number of users increases. OneSource also offers each customer an enterprise-wide license that allows for an unlimited number of Business Browser product users within the customer’s organization for a fixed annual subscription fee.

      The Business Browser product line includes:

      GLOBAL BUSINESS BROWSER. Global Business Browser was introduced because business professionals require global perspectives to complement detailed coverage of local markets. Global Business Browser is available in three editions. Global Business Browser, US Edition is a single, integrated resource that delivers integrated information on over 385,000 North American and global companies. Global Business Browser, European Edition includes both European and global content with over 497,000 companies profiled. Global Business Browser, UK edition is an integrated resource including both UK and global content with more than 484,000 companies profiled.

      US BUSINESS BROWSER. US Business Browser is focused specifically on public and private companies in the US and Canada. It contains a subset of business, financial, and industry information from Global Business Browser, US Edition. It covers approximately 300,000 public and private companies in the US and Canada. OneSource makes available in-depth content on Canadian companies for an additional subscription fee.

      EUROPEAN BUSINESS BROWSER. European Business Browser provides users with an integrated database on more than 405,000 public and private companies across Europe, including 50,000 UK companies. European Business Browser is available in two configurations, European Business Browser Select and European Business Browser Standard. European Business Browser Select comprises a subset of the content and functionality that European Business Browser Standard contains. European Business Browser Select contains a fewer number of financial variables that are available for screening purposes and financial information only for the current year. European Business Browser Standard contains up to 3 years of detailed financial information for European companies and up to 5 years for UK companies.

      UK BUSINESS BROWSER. UK Business Browser is an integrated source of information on up to 400,000 public and private companies in the UK. UK Business Browser is available in two configurations, a 100,000 companies edition and a 400,000 companies edition. In addition, OneSource makes available in-depth content on UK quoted companies for an additional subscription fee.

      US COMPANY BROWSER. US Company Browser is focused specifically on public and private companies in the US and Canada. It comprises a subset of the business and financial information and functionality that US Business Browser contains. It covers approximately 300,000 companies in the US and Canada.

      Revenues contributed by the Business Browser product line during each of the last three fiscal years were as follows: $56.3 million for the year ended December 31, 2001; $47.3 million for the year ended December 31, 2000; and $31.8 million for the year ended December 31, 1999. Such information is also included in Part II, Item 6 – Selected Consolidated Financial and Operating Data, and Part II, Item 8 – Financial Statements and Supplementary Data in this Annual Report on Form 10-K.

      The Business Browser product line delivers information in an integrated format. This allows customers to obtain different types of information from multiple sources through a single, easy to use interface. Business Browser products organize data around business applications, and transform raw, disparate data into meaningful, actionable information, delivered according to the characteristics that users have defined and in the custom formats, tables, and reports that users require. Users that wish to perform detailed analysis can also easily transfer certain quantitative data into spreadsheets or other desktop tools, such as contact management software.

      Examples of some of the core functions of the Business Browser product line are as follows:

	•	Profile a public or private company for a business summary, current news, financial reports, corporate affiliations, and executive listings.

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	•	Research an industry to measure a market, list major participants, or review articles or reports on market share and trends.
	•	Identify companies by industry, geography, size, or other key characteristics.
	•	Research a topic and find the latest news, analyst reports, and trade information.
	•	Learn who’s who in the executive arena.
	•	Track the latest news and product information on competitors.

Additional Software Applications

      Two additional optional software applications that are available for Business Browser products for additional subscription fees are as follows:

      BUSINESS BROWSER AP. Business Browser AP is an advanced Web-based quantitative analysis tool available as an add-on option with all of the Business Browser products other than European Business Browser. Business Browser AP lets users screen across a wide range of public company financial statement items, ratios, growth rates, and other criteria. It also allows users to produce detailed quantitative reports of their own design. Business Browser AP also enhances the readability of documents filed with the Securities and Exchange Commission by removing confusing computer codes, formatting tables for easy viewing and printing, and allowing users to export tables to spreadsheets.

      APPLINK APPLICATION PROGRAMMING INTERFACE TOOLKIT. The AppLink application programming interface toolkit consists of software that allows customers to easily access Business Browser content, such as company profiles, news, business and trade articles, analyst reports, executive biographies, industry intelligence, and financial data, without use of the Business Browser product interface and for use with customers’ intranet or other third party software applications such as prospect and customer databases, sales force automation tools, enterprise reporting software and corporate Web applications. No special client software, other than a standard Web browser and dedicated servers, are necessary.

Legacy and Other Products

      Prior to the introduction of the Business Browser product line in 1996, OneSource distributed business information on CD Rom. At the end of 2000, all OneSource CD Rom products, with the exception of the OneSource CorpTech CD Rom products, were completely phased out.

      With the acquisition of Corporate Technology Information Services, Inc. in October 1999, OneSource acquired several product lines that include CD Rom and printed directories. The printed directories product line was discontinued at the end of 2000.

Product and Platform Development

      OneSource employs four teams that contribute to the commercialization and research and development of OneSource products and their underlying technology platforms as follows: the Packaged Solutions Team, the Embedded Solutions Team, the Content Team, and the Engineering Team.

      The Packaged Solutions Team (formerly the Global Strategic Web Applications Team) consists of product managers who supervise the specification, maintenance, and enhancement of functionality, user interface, product workflow, format and look of reports, and information required for the Business Browser products. In addition, a new team, referred to as the Embedded Solutions Team, was created in fiscal year 2001. This team’s role is to further develop and enhance the AppLink application programming interface toolkit offering and the functionality sought by the customer base and target market seeking embedded solutions for their internal systems and applications. The development of the UK and European products was transferred to personnel at OneSource’s corporate headquarters in the US from developers in the UK during 2001. This move was intended to ensure and enhance consistency and efficiency in the overall development of OneSource’s products, which share common workflow and functionality.

      The Content Team analyzes and evaluates third party data sources and acquires the information required for OneSource’s products. This team also includes database engineers who receive content feeds from information providers and write database loader code. In addition, the Content Team comprises a group that maintains and enhances the proprietary KeyID taxonomy and database. The KeyID taxonomy is used to associate and integrate information on public and private companies worldwide provided by OneSource’s

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      The Engineering Team is responsible for developing, deploying, and maintaining the functionality, core technologies, and underlying architecture that support the OneSource product line. This team researches and qualifies third party software such as database engines, operating systems and platforms, and emerging industry standards such as XML and Simple Object Access Protocol. The Engineering Team further includes a group that focuses on overall product quality including rigorous process control, development cost, and adoption of best practices. Finally, the Engineering Team contains product support engineers who work closely with the product teams to ensure that functionality and support requirements are understood, prioritized, and developed according to agreed upon timeframes and requirements.

      Operating expenses relating to product and platform development during each of the last three fiscal years were as follows: $8.4 million for the year ended December 31, 2001; $8.8 million for the year ended December 31, 2000; and $8.0 million for the year ended December 31, 1999. OneSource plans to increase its investment in product and platform research and development in the future to a greater extent than in the past. Specifically, OneSource intends to increase year over year funding by approximately 10% for fiscal year 2002.

Information and Providers

      OneSource Business Browser products integrate and include an array of carefully selected financial, company, industry, executive, and news-related content from over 2,500 sources provided by more than 25 information providers and the proprietary OneSource CorpTech high-technology company database. OneSource enters into contracts with its information providers in order to license their information. These license agreements allow OneSource to integrate and distribute the information as part of OneSource’s on-line products.

      OneSource’s contracts with its information providers are generally for multi-year terms and typically automatically renew for additional one-year periods in the absence of prior notice of termination. In addition, these contracts allow for termination under certain circumstances including contract breaches. Royalties under these contracts are typically calculated and paid as a flat percentage of OneSource revenues, as a fee based on the number of licensed users that declines as the number of authorized users of the product increases, as a fixed fee per period, or in some cases, as a calculated fee based upon product growth compared to like periods from the prior year. Royalties are generally paid on a quarterly basis to information providers.

      The information contained in the OneSource Business Browser products is updated at varying frequencies depending on the nature of data. For example, news-related information is updated frequently throughout the day whereas portions of the information databases on company and executive profiles are updated on either a weekly, monthly, quarterly, or semi-annual basis. In any case, OneSource attempts to ensure that the information contained in its products is updated no less frequently than each information provider makes the information available to its own customers or to other distributors.

      Alternative supply sources exist for the information that OneSource licenses from information providers. However, consolidation in the information industry is an ongoing trend, and there is no assurance that alternative supply sources will continue to exist. The nature and relative importance of any given database in OneSource’s products varies. OneSource attempts to secure longer-term rights for certain more critical databases where alternative supply sources are limited. Some of OneSource’s information providers include Comtex News Network, Inc., the US and UK business units of Dun & Bradstreet Corp., The Gale Group, Thomson Financial Inc., and Market Guide Inc. (a subsidiary of Multex.com, Inc.).

Intellectual Property

      OneSource owns and controls copyrights, trademarks, trade names, trade secrets, confidential information, and other intellectual property rights that are important to OneSource’s business. Specifically, OneSource believes that the following are important to OneSource: its CorpTech high-technology company

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Alliances

      In 2001, OneSource continued to form alliances with various companies that sell technology solutions to similar corporate end-users as OneSource targets and whose products and services complement those of OneSource. OneSource’s strategy in identifying and forming alliances with other companies is to extend the possibilities for access to the information from OneSource products by ensuring compatibility with, and the integration of such information into, other third party software applications. These applications generally focus on corporate intranets, portals, and customer relationship management platforms. In addition, the alliances intend to increase marketing reach and awareness whereby OneSource and its allies each generally have the right to promote interest in the products of each other and to provide referrals to one another.

      Examples of alliances that OneSource has formed include those with the following corporations: SageMaker, Inc. (a subsidiary of Divine Inc.), an enterprise information portal solutions provider; Pivotal Corporation, a provider of customer relationship management, business marketing, and service solutions; ONYX Software Corporation, a provider of enterprise-wide customer-centric e-business solutions; and Industri-Matematik International Corporation, a provider of software products designed to address customer service needs of distribution-intensive businesses. OneSource believes that its ability to provide access to its products through other third party applications is an important component to its growth strategy, and it expects to continue to selectively form alliances in the future.

Customers

      OneSource does not rely upon any single customer, or a few customers, such that a loss of any one or a few customers would have a material effect on OneSource’s business. As of December 31, 2001, OneSource had 817 corporate customers. No one customer contributed over 3% of annual revenues, and 342 customers comprised 80% of annualized contract value. OneSource’s primary target market consists of Global 5000 companies and specifically business-to-business companies in the technology, professional services, and financial services industries with not less than 500 employees and $250 million in sales, and that employ large direct sales forces. As of December 31, 2001, approximately 67%, or $37.4 million, of total annualized contract value for OneSource Business Browser products came from Global 5000 customers. In addition, as of December 31, 2001, approximately 29%, or $16.3 million, of total annualized contract value for OneSource Business Browser products came from customers who subscribe to the OneSource AppLink application programming interface toolkit.

Sales and Marketing

      OneSource markets its products through a field and telephonic sales force and a support and marketing staff. Sales and marketing employees are located primarily in the US and the UK. OneSource also has formed several alliances to help in the promotion and marketing of its products.

      As of December 31, 2001, OneSource incurred sales and marketing expenses in the amount of $18.4 million, compared to $20.5 million incurred at the end of fiscal year 2000 and $13.3 million at the end of fiscal year 1999. OneSource anticipates that sales and marketing expenses will increase in the future. Specifically, OneSource expects that sales and marketing expenses will increase by approximately 10% for

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Customer Service & Support

      OneSource provides customer support in the form of on-site, electronic mail, and telephone support for customers. OneSource employs field support consultants, who assist customers with various administrative and technical tasks such as managing product trials, training, registering end users, promoting product-related awareness, and providing consulting services for projects including the customization of Web pages, the building of prototype applications using the AppLink application programming interface toolkit, and other technical projects.

      OneSource also employs telephone-based customer support representatives in the US and in the UK. These representatives operate the telephone help desk that is open from 8:00 a.m. to 8:00 p.m., local time, Monday through Friday.

Website Technology and Operations

      OneSource makes its on-line products available through a hosting facility managed by Exodus, a Cable & Wireless Service (a division of Cable and Wireless plc), a third party hosting vendor. The hosting facility is located in San Jose, California. Exodus provides facilities management services including continuous monitoring, multiple high-volume access lines to the Internet, uninterrupted power supplies, generators, physical security, and protection from disaster. In the first half of 2002, OneSource intends to activate a second hosting site in Medford, Massachusetts, which will also be managed by Exodus, in order to make OneSource’s on-line products highly available to users, to provide near real time back-up and continuous availability in the event of component failure or outage at one of the facilities, and to enhance Web site performance by balancing the load of OneSource’s entire user base between the two hosting sites based upon the global location of a user. OneSource’s on-line products are generally available 24 hours a day, 7 days a week.

      OneSource also has a production data center at its corporate headquarters located in Concord, Massachusetts. This data center is used to process data feeds from information providers, distribute this data to the live sites, and serve as the physical facility where all of OneSource’s pre-production/development and internal computing resources are located. OneSource has taken a number of steps to keep its data center operational in the event of emergency. These steps include the use of a diesel standby generator, an automatic FM200 fire suppression system, and uninterruptible power supplies and electrical power filters. Redundant cooling capacity is also in place. All systems are under maintenance contracts. Additionally, there are separate security and access restrictions as well as in-house operational staff.

Competition

      The business information services industry is intensely competitive. Several of OneSource’s information providers compete against each other and in some cases with OneSource. OneSource faces direct or indirect competition from numerous companies, including the following:

	•	large, well-established providers of proprietary business and financial information, such as Dow Jones & Co., Pearson PLC, Reuters Group PLC, and McGraw-Hill Companies Inc.
	•	aggregators of business and financial information, such as LexisNexis, The Dialog Corporation, Factiva, NewsEdge Corporation, and Bureau Van Dijk Computer Services SA.
	•	providers of company information, such as Disclosure Incorporated, Market Guide Inc. (a Multex.com subsidiary), Hemscott Group Ltd., and Hoovers, Inc.
	•	providers of sales, marketing, and credit information, such as Dun & Bradstreet Corp., infoUSA Inc., and Siebel Systems, Inc.
	•	Web retrieval, Web “portal” companies, and other free or low-cost mass market on-line information services, such as TerraNetworks, S.A., Yahoo! Inc., AOL-Time Warner, Inc., MarketWatch.com, and TheStreet.com, Inc.

      Several of these competitors offer products or services similar to those of OneSource and in some cases at lower prices. The principal competitive factors in the information services industry are availability of

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Laws and Government Regulations

      OneSource is subject, both directly and indirectly, to laws and government regulations relating to the Internet and OneSource’s Web-based information products. There are currently few laws or government regulations directly applicable to Web-based information products or the Internet. Some existing laws we believe may be applicable to Web-based information or the Internet, albeit indirectly, are those that relate to, but are not limited to, property rights, libel, and personal privacy. However, due to the increasing use of the Internet for information-based solutions and company and industry research, laws and government regulations may be adopted that are directly applicable to Web-based information products and the Internet. For example, these laws and government regulations may address user privacy, taxation, and product quality. In order to comply with such laws and government regulations and maintain its competitive position in the information services industry, OneSource may need to increase capital expenditures and adjust its pricing structure.

Employees

      As of December 31, 2001, OneSource employed 239 employees (including 232 full-time employees and 7 part-time employees), compared to 257 at the end of fiscal year 2000 (including 248 full-time employees and 9 part-time employees). The reduction in headcount relates primarily to a restructuring in July and November 2001 that resulted in total in an 11% reduction in the overall OneSource workforce at that point in time. OneSource employees are not represented by any collective bargaining organization. OneSource has never experienced a work stoppage, and believes that its relationships with its employees are generally satisfactory.

Geographic Information

      OneSource conducts its business globally through two geographic locations: the United States and the United Kingdom. OneSource had revenues of $14.9 million, $10.8 million, and $8.0 million from the UK business, and $44.1 million, $41.1 million and $27.5 million from the US business, for the years ended December 31, 2001, 2000, and 1999, respectively.

      The operations in the United Kingdom are subject to the usual risks inherent in doing business in countries outside of the US, including potential higher costs, unanticipated regulatory changes, political instability, difficulties in staffing and managing operations, adverse tax consequences, currency and exchange rate fluctuations, and seasonal reductions in business activity. In addition, the impact of cultural differences may result in product and service offerings that may not satisfy the needs of OneSource customers and that may not be profitable. Further, possible nationalization, expropriation, and unique laws pertaining to the collection and provision of certain types of information on individuals (e.g., the Data Protection Act) may hinder operations out of the UK location.

Item 2. Properties

      OneSource’s headquarters are currently located in approximately 50,900 square feet of office space located in Concord, Massachusetts. The office space has been leased through June 2004. OneSource leases additional office space in New York, NY; San Francisco, CA; Manhattan Beach, CA; Richardson, TX; Woking, England; and London, England. OneSource believes that its existing facilities are adequate to meet current requirements, and that suitable additional or substitute space will be available as needed.

      OneSource deems the buildings, machinery and equipment used in its operations (whether owned or leased), generally to be in good condition and adequate for the purposes for which they are used.

Item 3. Legal Proceedings

      OneSource is not a party to any material legal proceedings.

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

      No matters were submitted to a vote of our security holders during the fourth quarter of the year ended December 31, 2001.

PART II

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

      OneSource’s common stock is traded on the NASDAQ National Market System under the symbol “ONES”. Public trading of OneSource’s common stock commenced on May 19, 1999.

  (A) Market Price of Common Stock

      The following table sets forth the high and low closing prices as reported by the NASDAQ National Market for the periods indicated.

      The quotations represent inter-dealer quotations, without adjustments for retail markups, markdowns, or commissions, and may not necessarily represent actual transactions. The number of record holders of OneSource’s common stock at March 4, 2002 was 68.

  (B) Use of Proceeds from Sales of Registered Securities

      OneSource has not declared or paid any cash dividends on its common stock and presently intends to retain its future earnings, if any, to fund the development and growth of its business and, therefore, does not anticipate paying any cash dividends in the foreseeable future.

      In May 1999, OneSource completed an initial public offering, (the “Offering”) of 3,636,000 shares of its common stock, of which 2,500,000 shares were issued and sold by OneSource, and 1,136,000 shares were issued and sold by certain stockholders of OneSource.

      The net proceeds to OneSource from the Offering, after deducting underwriting discounts and commissions and other offering expenses, was approximately $27.0 million.

      The net proceeds from the Offering, less $6.8 million used to payoff long-term debt and $7.6 million used to acquire Corporate Technology Information Services, Inc., have been invested in interest bearing, investment grade securities.

  (C) Recent Sales of Unregistered Securities

      During the year ended December 31, 1999, OneSource issued the following securities that were not registered under the Securities Act of 1933, as amended:

Grants of Stock Options

      In February 1999, OneSource granted options to purchase 40,700 shares of its common stock at an exercise price of $2.19 per share, 30,525 shares of its common stock at an exercise price of $5.90 per share, and 329,467 shares of its common stock at an exercise price of $9.93 per share.

Exercise of Stock Options

      From January 1, 1999 to December 31, 1999, OneSource issued 415,538 shares of its common stock at exercise prices ranging from $0.12 to $2.18 for an aggregate purchase price of approximately $419,000 pursuant to the exercise of employee stock options.

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      No underwriters were involved in the foregoing sales of securities. Such sales were made in reliance upon an exemption from the registration provisions of the Securities Act set forth in Rule 701 promulgated thereunder. All shares issuable upon exercise of stock options have been registered by OneSource on a Registration Statement on Form S-8.

      The consolidated statements of operations data provided for the years ended December 31, 2001, 2000, and 1999, and the consolidated balance sheet data as of December 31, 2001 and 2000, are derived from, and are qualified by reference to, our audited consolidated financial statements, which are included elsewhere in this Annual Report on Form 10-K. The consolidated statements of operations data for the years ended December 31, 1998 and 1997, and the consolidated balance sheet data as of December 31, 1999, 1998, and 1997, are derived from audited consolidated financial statements, which are not included in this Annual Report on Form 10-K. The following consolidated financial data should be read in conjunction with the Consolidated Financial Statements and the Notes thereto, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included elsewhere in this Annual Report on Form 10-K.

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