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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 1993
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
(Full title of the Plan)
CERIDIAN CORPORATION
8100 34th Avenue South
Minneapolis, MN 55425
(Name and address of principal executive
office of the issuer of the securities held
pursuant to the Plan)
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Ceridian Corporation
Personal Investment Plan
Index to Financial Statements, Schedules, and Exhibits
Financial Statements Page Number
Independent Auditors' Report 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1993 3
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1992 4
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1993 5
Notes to Financial Statements -
December 31, 1993 and 1992 6-10
Supplemental Schedules
Schedule 1 - Item 27a - Schedule of Assets Held
for Investment Purposes 11
Schedule 2 - Item 27d - Reportable Transactions 12
Exhibits
Exhibit 23 - Consent of Independent Auditors 14
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INDEPENDENT AUDITORS' REPORT
The Board of Directors and
the Retirement Committee
Ceridian Corporation:
We have audited the accompanying statements of net assets available
for benefits with fund information of the Ceridian Corporation
Personal Investment Plan (the "Plan") as of December 31, 1993 and
1992, and the related statement of changes in net assets available for
benefits with fund information for the year ended December 31, 1993.
These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these
financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present
fairly, in all material respects, the net assets available for
benefits with fund information as of December 31, 1993 and 1992, and
the changes in net assets available for benefits with fund information
for the year ended December 31, 1993, in conformity with generally
accepted accounting principles.
Our audits were made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules of assets held for investment purposes and reportable
transactions are presented for purposes of complying with the
Department of Labor Rules and Regulations for Reporting and Disclosure
under the Employee Retirement Income Security Act of 1974 and are not
a required part of the basic financial statements. The supplemental
schedules have been subjected to the auditing procedures applied in
the audit of the basic financial statements and, in our opinion, are
fairly stated in all material respects in relation to the basic
financial statements taken as a whole.
KPMG Peat Marwick
Minneapolis, MN
June 8, 1994
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Benefits With Fund Informati
December 31, 1993
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ceridian New Int'l Capital Prime New Equity
Stock Horizons Stock Apprec'n Reserve Income Balanced Income Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
Investments
Ceridian Corporation
Common Stock $ 5,823 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 5,823
T. Rowe Price Funds -- 17,644 3,995 1,850 19,592 12,546 1,389 29,995 -- 87,011
Loans Receivable
from Participants -- -- -- -- -- -- -- -- 2,546 2,546
Total Investments 5,823 17,644 3,995 1,850 19,592 12,546 1,389 29,995 2,546 95,380
Cash 3 -- -- -- -- -- -- -- -- 3
Employer Contributions
Receivable 48 143 61 32 145 87 27 232 -- 775
Net Assets Available
for Benefits $ 5,874 $17,787 $ 4,056 $ 1,882 $19,737 $12,633 $ 1,416 $30,227 $ 2,546 $96,158
See accompanying notes to financial statements.
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<TABLE>
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Informati
December 31, 1992
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Control
Ceridian Data New Int'l Capital Prime New Equity
Stock Systems Horizons Stock Apprec'n Reserve Income Balanced Income Loan
Fund Stck Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
Investments
Ceridian Corporation
Common Stock $ 4,900 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 4,900
Control Data Systems, Inc. -- 678 -- -- -- -- -- -- -- -- 678
Common Stock
T. Rowe Price Funds -- -- 14,274 822 832 22,349 12,752 548 26,065 -- 77,642
Loans Receivable
from Participants -- -- -- -- -- -- -- -- -- 2,759 2,759
Total Investments 4,900 678 14,274 822 832 22,349 12,752 548 26,065 2,759 85,979
Cash 7 1 -- -- -- -- -- -- -- -- 8
Employer Contributions
Receivable 65 -- 195 21 31 233 164 14 380 -- 1,103
Net Assets Available
for Benefits $ 4,972 $ 679 $14,469 $ 843 $ 863 $22,582 $12,916 $ 562 $26,445 $ 2,759 $87,090
See accompanying notes to financial statements.
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</TABLE>
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<TABLE>
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits with Fund In
For the Year Ended December 31, 1993
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Control
Ceridian Data New Int'l Capital Prime New Equity
Stock Systems Horizons Stock Apprec'n Reserve Income Balanced Income Loan
Fund Stck Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
Participant Contributions $ 530 $ -- $ 1,608 $ 365 $ 355 $ 2,458 $ 1,106 $ 231 $ 2,948 $ -- $ 9,601
Employer Contributions 99 -- 298 90 63 337 202 48 521 -- 1,658
Net Appreciation
(Depreciation) on Fair
Market Value of
Investments Including
Realized Gains (Losses) 1,112 199 546 639 138 -- 344 83 1,777 -- 4,838
Investment Income
Dividends -- 2 2,507 90 71 520 832 43 2,182 -- 6,247
Interest -- -- -- -- -- -- -- -- -- 168 168
Total Additions 1,741 201 4,959 1,184 627 3,315 2,484 405 7,428 168 22,512
Withdrawals by Participants 530 62 1,956 339 163 3,989 2,007 229 4,035 134 13,444
Net Increase prior to
interfund transfers 1,211 139 3,003 845 464 (674) 477 176 3,393 34 9,068
Interfund Transfers (309) (818) 315 2,368 555 (2,171) (760) 678 389 (247) --
Increase (Decrease) in
Net Assets Available
for Benefits 902 (679) 3,318 3,213 1,019 (2,845) (283) 854 3,782 (213) 9,068
Net Assets Available
for Benefits, Beginning
of Year 4,972 679 14,469 843 863 22,582 12,916 562 26,445 2,759 87,090
Net Assets Available for
Benefits, End of Year $ 5,874 $ -- $17,787 $ 4,056 $ 1,882 $19,737 $12,633 $ 1,416 $30,227 $ 2,546 $96,158
See accompanying notes to financial statements.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(1) Summary of Significant Accounting Policies
(a) Basis of Presentation
The accompanying financial statements have been prepared on the
accrual basis of accounting.
(b) Custodian of Investments
Under the terms of a trust agreement between T. Rowe Price
Trust Company (the "Trustee") and Ceridian Corporation (the
"Company"), the Trustee holds, manages, and invests in the
funds selected by the Company's Retirement Committee to be
available for investment by participants under the Ceridian
Corporation Personal Investment Plan (the "Plan"). The Trustee
carries its own banker's blanket bond in excess of $50,000,000
insuring against losses caused, among other things, by
dishonesty of employees, burglary, robbery, misplacement,
forgery and counterfeit money.
(c) Investments
Investments are stated at their approximate fair market value.
Investments in the Company's common stock are valued at prices
published in the New York Stock Exchange Composite Transaction
listing. Investments in Control Data Systems, Inc. common
stock are valued at prices published in the National
Association of Securities Dealers Automated Quotations listing.
Investments in the other funds are valued using daily net asset
value calculations performed by the funds and published by the
National Association of Securities Dealers. Loans receivable
from participants are valued at principal amount plus accrued
interest which approximates fair value. Net realized gains or
losses are recognized by the Plan upon the sale of its
investments or portions thereof on the basis of average cost to
each investment program. Purchases and sales of securities are
recorded on a trade date basis.
(d) Costs and Expenses
All costs and expenses of administering the Plan are paid by
the Company and adopting affiliates.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(2) Description of the Plan
The Plan is a defined contribution plan, qualified under Section
401(k) of the Internal Revenue Code, which allows eligible
participants to direct the employer to contribute a portion of the
employee's compensation to the plan on a pre-tax basis through
payroll deductions. Participation is limited to Company employees
who are U.S. citizens or resident aliens paid under the U.S.
domestic payroll system and have completed 900 hours of service
within a twelve month eligibility period. The Plan is administered
by the Retirement Committee of Ceridian Corporation (the "Company"),
which is appointed by the Chief Executive Officer of the Company.
The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
(3) Participant Accounts and Vesting
The Trustee maintains an account for each participant, including
participant directed allocations to each investment fund. Each
participant's account is credited with the participant's
contribution and allocations of any Company contribution and Plan
earnings, less loans and withdrawals, based on the direction of the
participant. Participants are immediately vested in their
contributions and Company contributions, plus actual earnings
thereon; therefore, there are no forfeitures.
(4) Contributions
Participants may direct the Company to contribute to the Plan on
their behalf through payroll deduction from 1% to 17% of their
compensation in any pay period, subject to certain limitations.
During 1993, the Plan limited contributions on behalf of highly
compensated participants to 5% before and 6% after May 1. The
limitation under the Internal Revenue Code for 1993 was $8,994 for
the total participant contribution during the Plan year. In
addition, for 1993, the Company made basic monthly matching
contributions totalling $883,000 and declared a year-end performance
matching contribution of $775,000. The basic monthly matching
contributions were determined on the basis of 25% of the participant
directed contribution, up to a maximum of 3% of compensation in each
pay period and required no performance objective. The year-end
performance matching contribution resulted from the achievement of
certain Company economic performance criteria and amounted to 25% of
the participant-directed contribution during 1993, up to a maximum
of 3% of compensation, for participants who were employees on
December 31, 1993.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(5) Withdrawals
Participants, who are still employed by the Company, may only
withdraw from their account for "financial hardships," as defined by
federal regulations, for total disability, or if the participant is
59 1/2 years old. Withdrawals are also permitted in the event of
termination of employment, retirement or death.
(6) Loans
Participants may borrow up to 50 percent of their before-tax account
balance. Any loan must be in a multiple of $100, at least $1,000,
and not more than $50,000 less the amount of the highest loan
balance outstanding during the 12-month period that ends the day
before the loan is made. Participants may not have more than five
short-term (one to five years) loans and one long-term (six to ten
years) loan outstanding. Effective January 1, 1994, the number of
short-term loans permitted to be outstanding at one time is two.
The interest rate is set by the Plan administrator and is based on
the prime interest rates charged by major national banks. Each loan
is approved by the Plan administrator or a delegate, and the Plan
Trustee maintains a loan receivable account for any participant with
an outstanding loan.
(7) Control Data Systems Stock Fund
On July 14, 1992, the Company declared a dividend distribution
consisting of one share of the common stock of its wholly owned
subsidiary, Control Data Systems, Inc., for every four shares of the
Company's common stock held of record at the close of business on
July 29, 1992. The Trustee transferred the stock dividend valued at
$1,011,544 from the Ceridian Stock Fund to the Control Data Systems
Stock Fund. Participants were not allowed to direct contributions
or make transfers to the Control Data Systems Stock Fund. All funds
in the Control Data Systems Stock Fund were withdrawn or transferred
to another investment option by July 29, 1993 and the Fund was then
closed.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(8) Description of Investment Programs
The participant may direct contributions, in multiples of ten
percent, to any or all of the funds:
(a) Ceridian Stock Fund - Funds are invested in common stock of
Ceridian Corporation. Funds representing fractional shares
remain in cash or short-term accounts.
(b) New Horizons Fund - This is a T. Rowe Price mutual fund which
primarily invests in common stock of emerging growth companies
to seek long-term growth of capital.
(c) International Stock Fund - This is a T. Rowe Price mutual fund
which invests in stocks and bonds of established non-U.S.
issuers for long-term growth of capital and income.
(d) Capital Appreciation Fund - This is a T. Rowe Price mutual fund
which invests primarily in common stocks and related securities
to maximize capital appreciation.
(e) Prime Reserve Fund - This is a T. Rowe Price money market
mutual fund.
(f) New Income Fund - This is a T. Rowe Price mutual fund which
invests in investment-grade corporate and government debt
securities to provide the highest level of income over time,
consistent with preservation of capital.
(g) Balanced Fund - This is a T. Rowe Price mutual fund which
invests in a diversified portfolio of common stocks and bonds
to provide current income, capital appreciation, and
preservation of capital.
(h) Equity Income Fund - This is a T. Rowe Price mutual fund which
invests primarily in dividend paying common stocks to provide
growth of share value and high dividend income.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1993 and 1992
(9) Number of Participants
The number of participants in each investment program as of December
31, 1993 and 1992 is as follows:
1993 1992
Ceridian Stock Fund 2,141 2,570
Control Data Systems Stock Fund Closed 2,484
New Horizons Fund 1,953 1,881
International Stock Fund 715 268
Capital Appreciation Fund 474 279
Prime Reserve Fund 2,529 2,390
New Income Fund 1,667 1,998
Balanced Fund 418 156
Equity Income Fund 2,624 2,756
The total number of participants in the Plan was less than the sum
of the number of participants shown above because many were
participating in more than one of the funds.
(10) Income Tax Status
The Plan has received a favorable determination letter of tax
qualification dated March 7, 1984, from the Internal Revenue
Service. The Plan administrator believes the Plan, subsequently
amended, continues to qualify under the provisions of Section 401(a)
of the Internal Revenue Code, and the trust established thereunder
is thereby exempt from federal income taxes under Section 501(a) of
the Code. Contributions to the Plan will not be included in the
participant's taxable income for federal and, in most states, state
income tax purposes until distributed or withdrawn. Each
participant's portion of earnings from the investments made with
contributions under the Plan, generally are not taxable until
distributed or withdrawn.
(11) Party-in-interest
T. Rowe Price Trust Company, as Trustee, is a party-in-interest with
respect to the Plan. In the opinion of the Trustee, transactions
between the Plan and the Trustee are exempt from being considered as
prohibited transaction under ERISA section 408(b).
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Schedule 1
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
December 31, 1993
(Dollars in thousands)
<S> <C> <C> <C>
Shares or Fair Market
Description Face Value Cost Value
Ceridian Stock Fund
Ceridian Corporation Common Stock* 306,484 $ 4,883 $ 5,823
T. Rowe Price Mutual Funds**
New Horizons Fund 1,091,831 15,940 17,644
International Stock Fund 328,566 3,454 3,995
Capital Appreciation Fund 146,162 1,742 1,850
Prime Reserve Fund 19,592,329 19,592 19,592
New Income Fund 1,357,763 11,959 12,546
Balanced Fund 115,537 1,317 1,389
Equity Income Fund 1,801,488 26,923 29,995
Loan Fund
Loans Receivable from Participants --- --- 2,546
(Range of interest rates 5.8%
to 11.5%)
$ 85,810 $ 95,380
*Represents party-in-interest.
**The Plan invests in T. Rowe Price mutual funds through T. Rowe Price
Trust Company, which is a party-in-interest.
See Independent Auditors' Report
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Schedule 2
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Item 27d - Reportable Transactions
Series of Transactions in the Same Security
Year Ended December 31, 1993
<S> <C> <C> <C>
Identity of Party Total Total
Involved/ Dollar Value Dollar Value Net Gain
Description of Asset of Purchases of Sales or (Loss)
T. Rowe Price
New Horizons Fund* $ 8,259,722 $ 5,435,385 $ 396,948
T. Rowe Price
Prime Reserve Fund* 7,463,950 10,220,276 ---
T. Rowe Price
Equity Income Fund* 9,107,425 6,954,462 691,216
T. Rowe Price
New Income Fund* 3,487,155 4,037,824 190,408
Note: The number of purchases and sales represented by these
reportable transactions is not available from the Plan's trustee.
*Since these transactions are with T. Rowe Price Trust Company, the Plan's
trustee, they are with a party-in-interest.
See Independent Auditors' Report
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
Date: June 9, 1994
By: /s/John A. Haveman
John A. Haveman
Secretary for the Ceridian
Corporation Retirement Committee
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Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and
the Retirement Committee
Ceridian Corporation:
We consent to incorporation by reference in the registration statements
(No. 33-15920, No. 2-81865, and No. 2-93345) on Form S-8 of Ceridian
Corporation of our report dated June 8, 1994, relating to the statements
of net assets available for benefits with fund information of the
Ceridian Corporation Personal Investment Plan as of December 31, 1993 and
1992, and the related statement of changes in net assets available for
benefits with fund information and related supplemental schedules for the
year ended December 31, 1993 which report appears elsewhere in this
December 31, 1993 annual report on Form 11-K of the Ceridian Corporation
Personal Investment Plan.
KPMG Peat Marwick
Minneapolis, Minnesota
June 8, 1994
