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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, 1994
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, 1994 4
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1993 5
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1994 6
Notes to Financial Statements -
December 31, 1994 and 1993 7-11
Supplemental Schedules
Schedule 1 - Item 27a - Schedule of Assets Held
for Investment Purposes 12
Schedule 2 - Item 27d - Reportable Transactions 13
Signature 14
Exhibits
Exhibit 23 - Consent of Independent Auditors 15
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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, 1994 and 1993, and the
related statement of changes in net assets available for benefits with fund
information for the year ended December 31, 1994. 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 as of
December 31, 1994 and 1993, and the changes in net assets available for
benefits for the year ended December 31, 1994, 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's 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 fund information in the statements of net assets
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available for benefits and the statement of changes in net assets available
for benefits is presented for purposes of additional analysis rather than
to present the net assets available for plan benefits and changes in net
assets available for plan benefits of each fund. The supplemental
schedules and fund information 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.
The schedule of reportable transactions that accompanies the Plan's
financial statements does not disclose the number of purchases and sales
represented by these transactions. Disclosure of this information, which
is not considered material to the financial statements taken as a whole, is
required by the Department of Labor's Rules and Regulations for Reporting
and Disclosure under the Employee Retirement Income Security Act of 1974.
KPMG Peat Marwick
Minneapolis, MN
June 7, 1995
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1994
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ceridian New Int'l Capital Prime New Equity Small-Cap
Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
Investments
Ceridian Corporation
Common Stock $ 8,535 $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ -- $ 8,535
T. Rowe Price Funds -- 18,544 6,524 2,640 18,681 10,148 1,901 30,715 441 -- 89,594
Loans Receivable
from Participants -- -- -- -- -- -- -- -- -- 2,339 2,339
Total Investments 8,535 18,544 6,524 2,640 18,681 10,148 1,901 30,715 441 100,468
2,339
Cash 89 -- -- -- -- -- -- -- -- -- 89
Employer Contributions
Receivable 169 294 181 82 319 138 58 425 23 -- 1,689
Net Assets Available
for Benefits $ 8,793 $ 18,838 $ 6,705 $ 2,722 $ 19,000 $ 10,286 $ 1,959 $ 31,140 $ 464 $ 2,339 $102,246
See accompanying notes to financial statements.
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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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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1994
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Ceridian New Int'l Capital Prime New Equity Small-Cap
Stock Horizons Stock Apprec. Reserve Income Balanced Income Value Loan
Fund Fund Fund Fund Fund Fund Fund Fund Fund Fund Total
Participant
Contributions $ 896 $ 1,954 $ 1,045 $ 455 $ 2,370 $ 859 $ 484 $ 2,602 $ 49 $ -- $ 10,714
Employer
Contributions 240 446 261 120 507 217 88 653 27 -- 2,559
Net Appreciation
(Depreciation) on
Fair Market Value
of Investments
Including Realized
Gains (Losses) 2,432 (1,603) (522) (131) -- (1,079) (135) (1,239) (37) -- (2,314)
Investment Income
Dividends -- 1,631 397 210 670 810 98 2,535 32 -- 6,383
Interest -- -- -- -- -- -- -- -- -- 134 134
Total
Additions 3,568 2,428 1,181 654 3,547 807 535 4,551 71 134 17,476
Withdrawals
by Participants 741 1,732 773 286 3,057 1,562 146 2,938 -- 153 11,388
Net Increase
(Decrease) prior
to Interfund
Transfers 2,827 696 408 368 490 (755) 389 1,613 71 (19) 6,088
Interfund Transfers 92 355 2,241 472 (1,227) (1,592) 154 (700) 393 (188) --
Increase (Decrease)
in Net Assets
Available for Benefits 2,919 1,051 2,649 840 (737) (2,347) 543 913 464 (207) 6,088
Net Assets
Available for
Benefits:
Beginning of Year 5,874 17,787 4,056 1,882 19,737 12,633 1,416 30,227 -- 2,546 96,158
End of Year $ 8,793 $18,838 $ 6,705 $ 2,722 $19,000 $10,286 $ 1,959 $31,140 $ 464 $2,339 $102,246
See accompanying notes to financial statements.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(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
contributions to the Ceridian Corporation Personal Investment
Plan (the "Plan") and income therefrom in funds selected by the
Company's Retirement Committee to the extent directed by
participants in 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 mutual 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, 1994 and 1993
(2) Description of the Plan
The Plan is a defined contribution plan, qualified under Section
401(a) of the Internal Revenue Code, which includes provisions under
Section 401(k) allowing 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. Through
1994, participation has been limited to substantially all
December
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 1994, the Plan limited payroll deduction contributions on
behalf of highly compensated participants to 6% of their
compensation in any pay period prior to July 1, 1994, and to 8% of
the compensation thereafter. No participant may make salary deferral
contributions to the Plan from pay in excess of $150,000. The
Internal Revenue Code limited the total participant contribution
during the 1994 Plan year to $9,240. In addition, for 1994, the
Company made basic monthly matching contributions totalling $870,000
and declared a year-end performance matching contribution of
$1,689,000. 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 the satisfaction of no performance objective.
The year-end performance matching contribution resulted from the
achievement of certain Company economic performance criteria and
amounted to 50% of the participant-directed contribution during
1994, up to a maximum of 3% of compensation, for participants who
were employees on December 31, 1994.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(5) Withdrawals
Participants, who are still employed by the Company, may only
withdraw from their account for "financial hardship," as defined by
federal regulations, for total disability, or if the participant is
59 1/2 years old. Withdrawals are also permitted pursuant to a
qualified domestic relations order or 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 two
short-term (maturity of five years or less) loans and one long-term
(maturity over five and not to exceed ten years) loan outstanding.
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) Subsequent Event
During 1994, the Plan was amended, effective January 1, 1995, to
require that a participant in the Plan also be a participant in one
of the qualified defined benefit pension plans maintained by the
Company. The Company concurrently established a new defined
contribution plan for the benefit of employees who do not
participate in the Company's defined benefit plans.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(8) Description of Investment Programs
The participant may direct contributions, in multiples of ten
percent, to any or all of the funds:
Ceridian Stock Fund - Funds are invested in common stock of
(a)
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.
International Stock Fund - This is a T. Rowe Price mutual fund
(c)
which invests in stocks and bonds of established non-U.S.
issuers for long-term growth of capital and income.
Capital Appreciation Fund - This is a T. Rowe Price mutual fund
(d)
which invests primarily in common stocks and related securities
to maximize capital appreciation.
Prime Reserve Fund - This is a T. Rowe Price money market
(e)
mutual fund.
New Income Fund - This is a T. Rowe Price mutual fund which
(f)
invests in investment-grade corporate and government debt
securities to provide the highest level of income over time,
consistent with preservation of capital.
Balanced Fund - This is a T. Rowe Price
(g) 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.
Small-Cap Value Fund - This is a T.
(I) Rowe Price mutual fund
which seeks long-term growth of capital by investing in common
stock of small U.S. companies which appear to be undervalued.
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CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1994 and 1993
(9) Number of Participants
The number of participants in each investment program as of
December 31, 1994 and 1993 is as follows:
1994 1993
Ceridian Stock Fund 2,069 2,141
New Horizons Fund 1,962 1,953
International Stock Fund 1,190 715
Capital Appreciation Fund 622 474
Prime Reserve Fund 2,312 2,529
New Income Fund 1,366 1,667
Balanced Fund 516 418
Equity Income Fund 2,491 2,624
Small-Cap Value Fund 148 -
The total number of participants in the Plan is 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, 1994
(Dollars in thousands)
<S> <C> <C> <C>
Description Shares or Fair Market
Face Value Cost Value
Ceridian Stock Fund
Ceridian Corporation Common Stock* 317,581 $ 5,728 $ 8,535
T. Rowe Price Mutual Funds**
New Horizons Fund 1,256,374 18,533 18,544
International Stock Fund 576,345 6,632 6,524
Capital Appreciation Fund 218,175 2,691 2,640
Prime Reserve Fund 18,680,528 18,681 18,681
New Income Fund 1,209,484 10,613 10,148
Balanced Fund 170,675 1,969 1,901
Equity Income Fund 1,922,095 29,254 30,715
Small-Cap Value Fund 32,946 478 441
Loan Fund
Loans Receivable from Participants --- 2,339 2,339
(Range of interest rates 5.8%
to 11.5%)
$ 96,918 $100,468
*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 Exceeding 5% of Plan Assets
at the Beginning of the Plan Year
Year Ended December 31, 1994
<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* $ 6,220,659 $ 3,717,326 $ 89,490
T. Rowe Price
Prime Reserve Fund* 7,248,456 8,160,257 ---
T. Rowe Price
Equity Income Fund* 7,136,484 5,177,261 371,261
T. Rowe Price
New Income Fund* 2,327,518 3,646,200 (27,462)
T. Rowe Price
International Stock
Fund* 5,094,003 2,042,824 126,682
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 22, 1995
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. 33-56833, 33-15920, No. 2-81865, and No. 2-93345) on Form S-8 of
Ceridian Corporation of our report dated June 7, 1995, relating to the
statements of net assets available for benefits with fund information of
the Ceridian Corporation Personal Investment Plan as of December 31, 1994
and 1993, 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, 1994 which report appears elsewhere in this
December 1994 annual report on Form 11-K of the Ceridian Corporation
31,
Personal Investment Plan.
KPMG Peat Marwick
Minneapolis, Minnesota
June 7, 1995
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