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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, 1995
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT 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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COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1995 AND 1994
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT 1
INDEPENDENT PUBLIC ACCOUNTANTS' REPORT 2
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1995 3
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1994 4
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1995 5
NOTES TO FINANCIAL STATEMENTS 6
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a - Schedule of Assets Held for
Investment Purposes-December 31, 1995 11
Schedule II: Item 27d - Schedule of Reportable
Transactions for the Year Ended
December 31, 1995 12
SIGNATURE 13
EXHIBITS
Exhibit Index 14
Exhibit 23.01 - Consent of Independent Auditors 15
Exhibit 23.02 - Consent of Independent Public
Accountants 16
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INDEPENDENT AUDITORS' REPORT
The Plan Administrator and
the Board of Directors of
Comdata Holdings Corporation:
We have audited the accompanying statement of net assets available for
benefits with fund information of the Comdata Holdings Corporation
401(K) Savings and Retirement Plan (the "Plan") as of December 31,
1995, and the related statement of changes in net assets available for
benefits with fund information for the year ended December 31, 1995.
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 audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the 1995 financial statements referred to above
present fairly, in all material respects, the net assets available for
benefits as of December 31, 1995, and the changes in net assets
available for benefits for the year then ended in conformity with
generally accepted accounting principles.
Our audit was 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 1995
statement of net assets available for benefits and the 1995 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 1995 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.
/s/KPMG Peat Marwick
Minneapolis, Minnesota
July 11, 1996
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Administrator of the
Comdata Holdings Corporation 401(K)
Retirement Plan:
We have audited the accompanying statement of net assets
available for benefits with fund information of the COMDATA
HOLDINGS CORPORATION 401(K) RETIREMENT PLAN as of December 31,
1994. This financial statement is the responsibility of the Plan
Administrator. Our responsibility is to express an opinion on
this financial statement based on our audit.
We conducted our audit 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 audit provides a reasonable basis for our opinion.
In our opinion, the statement of net assets available for
benefits with fund information referred to above, presents
fairly, in all material respects, the net assets of the Plan as
of December 31, 1994, in conformity with generally accepted
accounting principles.
Our audit was performed for the purpose of forming an opinion on
the basic financial statement taken as a whole. The fund
information in the statement of net assets available for benefits
is presented for purposes of additional analysis rather than to
present the net assets available for benefits for each fund. The
fund information has been subjected to the auditing procedures
applied in the audit of the basic financial statement and, in our
opinion, is fairly stated, in all material respects, in relation
to the basic financial statement taken as a whole.
/s/Arthur Andersen LLP
Nashville, Tennessee
July 10, 1996
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<TABLE>
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1995
Money Asset
Equity Market Management Bond Loan Total
Stock Fund Index Fund Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Ceridian Corporation
Common Stock $4,435,018 $ -- $ -- $ -- $ -- $ -- $4,435,018
Bankers Trust Funds 1,404,962 492,755 1,577,211 924,953 4,399,881
Loans Receivable from
Participants 112,672 112,672
Total Investments 4,435,018 1,404,962 492,755 1,577,211 924,953 112,672 8,947,571
Receivables
Employer Contributions 16,160 16,160
Employee Contributions 8,304 14,640 3,885 13,206 4,710 44,745
Total Receivables 24,464 14,640 3,885 13,206 4,710 -- 60,905
Total Assets 4,459,482 1,419,602 496,640 1,590,417 929,663 112,672 9,008,476
Employee Contributions
Refundable (109,825) (74,980) (14,790) (43,877) (13,479) (256,951)
Net Assets Available
for Benefits $4,349,657 $1,344,622 $ 481,850 $1,546,540 $916,184 $112,672 $8,751,525
See accompanying notes to financial statements.
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</TABLE>
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<TABLE>
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1994
Equity Money Asset
Index Market Management Bond Loan Total
Stock Fund Fund Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Comdata Corporation Common
Stock $1,517,714 $ -- $ -- $ -- $ -- $ -- $1,517,714
Bankers Trust Funds 831,338 371,712 1,544,921 862,077 3,610,048
Loans Receivable from
Participants 94,778 94,778
Total Investments 1,517,714 831,338 371,712 1,544,921 862,077 94,778 5,222,540
Receivables
Employer Contributions 339,353 339,353
Employee Contributions 7,415 10,395 7,048 13,422 5,381 43,661
Total Receivables 346,768 10,395 7,048 13,422 5,381 383,014
Total Assets 1,864,482 841,733 378,760 1,558,343 867,458 94,778 5,605,554
Employee Contributions
Refundable (42,492) (25,911) (19,194) (66,046) (11,059) (164,702)
Transfers Due (To) From Other
Funds 95,733 (11,087) (5,681) (56,416) (22,549) --
Net Assets Available
for Benefits $1,917,723 $804,735 $353,885 $1,435,881 $833,850 $94,778 $5,440,852
See accompanying notes to financial statements.
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</TABLE>
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<TABLE>
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
FOR THE YEAR ENDED DECEMBER 31, 1995
Money Asset
Equity Market Management Bond Loan Total
Stock Fund Index Fund Fund Fund Fund Fund Funds
<S> <C> <C> <C> <C> <C> <C> <C>
Participant Contributions $ 97,553 $ 278,298 $127,066 $ 310,113 $129,353 $ $ 942,383
Employer Contributions 406,160 406,160
Net Change in Fair Value
Including Realized
Gain (Loss) 2,253,849 351,900 344,247 130,676 3,080,672
Investment Income 3,028 192 22,494 199 143 3,935 29,991
Total Additions 2,760,590 630,390 149,560 654,559 260,172 3,935 4,459,206
Withdrawals by
Participants 445,777 166,815 55,105 411,279 167,052 1,246,028
Net Increase Prior to
Transfers 2,314,813 463,575 94,455 243,280 93,120 3,935 3,213,178
Net Transfers From Other
Plans 20,109 8,346 46,861 16,949 5,230 97,495
Interfund Transfers 97,012 67,966 (13,351) (149,570) (16,016) 13,959 --
Increase in Net Assets
Available for Benefits 2,431,934 539,887 127,965 110,659 82,334 17,894 3,310,673
Net Assets Available for
Benefits:
Beginning of Year 1,917,723 804,735 353,885 1,435,881 833,850 94,778 5,440,852
End of Year $4,349,657 $1,344,622 $481,850 $1,546,540 $916,184 $112,672 $8,751,525
See accompanying notes to financial statements.
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</TABLE>
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COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
1. PLAN DESCRIPTION
The following description of the Comdata Holdings Corporation
401(K) Savings and Retirement Plan (the "Plan") is provided
for general purposes only. Participants should refer to the
Plan Agreement for a more complete description of the Plan's
provisions.
Purpose of the Plan
The Plan is a defined contribution plan established January
1, 1988 to provide retirement benefits for employees of
Comdata Holdings Corporation ("Comdata") and its U.S.
subsidiaries (collectively, the "Company"). All employees of
the Company who are 21 years of age and have completed one
year of service, as defined, are eligible to participate.
The Plan is subject to the provisions of the Employee
Retirement Income Security Act of 1974 ("ERISA").
Contributions
Participants may contribute up to 20% of their annual
compensation to the Plan up to a maximum of $9,240 for
calendar years 1995 and 1994. These contributions are
considered income tax deferred in accordance with the
Internal Revenue Code ("IRC").
The Company provides a matching contribution equal to 100% of
the first $100 of participant contributions and 50% of
participant contributions over $100, up to 3% of
compensation, as defined. Additionally, the Company may make
a discretionary contribution to the Plan on behalf of each
participant who has been credited with at least 1,000 hours
of employment during the most recent plan year and was
employed by the Company on the last day of that plan year in
an amount not to exceed the percentage of such participant's
compensation as may be approved by the Company's Board of
Directors. The Board approved and the Company made a
discretionary contribution of $90,000 in 1995 for the 1994
plan year.
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Vesting
Participants are fully vested in their contributions and the
earnings thereon. Vesting in employer contributions begins
after one year of service, as defined, at a rate of 20%
annually. The participant is fully vested after five years.
In the event of death or disability, a participant becomes
100% vested and the balance will be paid to the participant
or beneficiary.
The non-vested portion of a participant's account is held
separately until a break in employment service occurs. If
the participant is not rehired at the end of the plan year in
which the participant has five consecutive one-year breaks in
employment, the non-vested portion of the participant's
account is forfeited and used to augment Company matching
contributions.
Benefits
Upon termination of service due to death, disability,
retirement or termination of employment, participants or
their designated beneficiaries may elect to receive an amount
equal to the value of the vested interest in their account.
Additionally, participants or their designated beneficiaries
may withdraw their vested account balances at any time on or
after the age of 59 1/2. Under the Plan, participants may
chose among various forms of payment: lump-sum (in cash
and/or stock), time period installments or level dollar
installments. The installment forms of payment are limited
to a twenty year period with periodic payments not less than
$50 each.
Participant Accounts
Individual accounts are maintained for each of the Plan's
participants to reflect the participant's contributions and
related employer matching contributions as well as the
participant's share of the Plan's income.
Investment Options
The Plan provides five investment options, one of which is an
employer Stock Fund and the other four bank pooled funds,
which are managed by Bankers Trust of New York. Participants
may direct their contributions and related earnings into the
five investment options in 10% increments and may change
their investment elections quarterly. As a result of the
acquisition of Comdata by Ceridian Corporation ("Ceridian")
on December 12, 1995, the shares of Comdata common stock held
in the Stock Fund on that date were converted to shares of
Ceridian common stock at the exchange ratio of 0.57 of a
share of Ceridian stock for each share of Comdata stock. All
contributions to the Stock Fund subsequent to this date have
been invested in Ceridian common stock. Under the Plan,
employer matching contributions are invested only in the
Stock Fund. Participants may not direct the investment of
employer matching contributions. A description of each
investment option is provided on the following page.
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Stock Fund This fund invests in shares of
Ceridian common stock.
Equity Index Fund This fund invests principally in
a portfolio of common stock
constructed and maintained with
the objective of providing
investment results which
approximate the performance of
the Standard and Poor's 500
composite stock price index.
Money Market Fund This fund invests primarily in
income producing short-term
investments.
Asset Management Fund This fund is comprised of an
actively managed, diversified
portfolio that invests in three
broad categories: equities,
money market instruments, and
other fixed income obligations.
Bond Fund This fund invests in a
diversified portfolio of foreign
and domestic fixed income
securities.
Loans to Participants
Under the Plan, loans to participants may be granted only for
reasons of hardship, as defined. The amount borrowed is
limited to the lesser of $50,000 or 50% of the participant's
vested account balance, with a minimum loan amount of $1,000.
Loans are repaid through payroll deductions over periods not
to exceed five years. The interest rate is determined by the
Plan Administrator based on prevailing market conditions.
Therefore, loans made at different times may bear different
rates of interest due to changes in commercial interest
rates.
Trustee
The assets of the Plan are administered under the terms of a
trust agreement between Comdata and Bankers Trust of New York
(the "Trustee").
Plan Termination
Although it has not expressed any intent to do so, Comdata
has the right under the Plan Agreement to terminate the Plan
at any time subject to the provisions of ERISA. In the event
the Plan terminates, participants become vested in their
accounts.
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Accounting and Use of Estimates
Financial statements of the Plan are presented on the accrual
basis of accounting. The preparation of financial
statements in conformity with generally accepted accounting
principles requires the Plan Administrator to make estimates
and assumptions that affect the reported amounts of net
assets available for benefits and disclosure of contingent
assets and liabilities at the date of the financial
statements and the reported changes in net assets available
for benefits during the reporting period. Actual results
could differ from those estimates.
Changes in Presentation
Prior year amounts have been reclassified to conform to the
current year presentation.
Income Recognition
Interest income is recorded as earned on the accrual basis.
Dividend income is recorded on the ex-dividend date.
Investment Valuation
Cash equivalents are stated at cost which approximates market
value while marketable securities are recorded at market
value, as established by the Trustee.
Administrative Expenses
Administrative expenses of the Plan are paid by the Company.
3. INVESTMENTS
The Trustee holds all of the Plan's investments and executes
all transactions therein. Purchases and sales of securities
are recorded on a trade date basis. The fair market values
of assets that represent 5% or more of the Plan's net assets
as of December 31, 1995 and 1994 are as follows:
1995 1994
Ceridian Corporation Common Stock $4,435,018 $ --
Comdata Holdings Corporation -- 1,517,714
Common Stock
Equity Index Fund 1,404,962 831,338
Money Market Fund 492,755 371,712
Asset Management Fund 1,577,211 1,544,921
Bond Fund 924,953 862,077
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4. TAX STATUS
The Plan is qualified under the IRC as exempt from federal
income taxes. Effective July 1, 1993, the Plan was restated
to incorporate the latest Plan amendments and to conform with
the Tax Reform Act of 1986. The Plan, as restated, has
received a favorable determination letter dated December 8,
1994. The Plan Administrator and legal counsel believe the
Plan, as restated, is designed and is currently being
operated in compliance with the applicable requirements of
the IRC.
5. NUMBER OF PARTICIPANTS
The number of participants in each investment program as of
December 31, 1995 is as follows:
1995
Stock Fund 822
Equity Index Fund 573
Money Market Fund 334
Asset Management Fund 650
Bond Fund 466
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.
6. PARTY-IN-INTEREST
Bankers Trust of New York, 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 transactions under ERISA
section 408(b).
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SCHEDULE I
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
Description of
Investment Including
Maturity Date, Rate
Identity of Issuer, of Interest,
Borrower, Lessor, or Collateral, Par or Current
Similar Party Maturity Value Cost Value
* Ceridian Corporation Common stock $2,153,172 $4,435,018
* Bankers Trust Equity Index Fund 1,056,882 1,404,962
* Bankers Trust Money Market Fund 492,755 492,755
* Bankers Trust Asset Management 1,305,473 1,577,211
Fund
* Bankers Trust Bond Fund 811,438 924,953
* Various plan Participant loans -
participants payable up to five
years, interest
rates ranging from
7.0% to 11.5% 112,672 112,672
Total assets held
for investment
purposes $5,932,392 $8,947,571
* Represents a party-in-interest.
See Independent Auditors' Report.
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<TABLE>
Schedule II
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
ITEM 27d - SCHEDULE OF 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, 1995
Identity of Party Total Total
Involved/ Dollar Value Dollar Value Net Gain
Description of Asset of Purchases of Sales or (Loss)
<S> <C> <C> <C>
BT Pyramid Equity Index Fund* $ 419,581 $ 192,797 $ 36,929
(Equity Index Fund)
BT Pyramid Asset Management Fund* 333,671 637,608 67,733
(Asset Management Fund)
BT Pyramid Short & Intermediate 165,334 229,084 21,301
Term Bond Fund*
(Bond Fund)
BT Pyramid Discretionary Cash Fund* 2,257,549 2,074,416 --
(All Funds)
Company Stock Fund* 1,023,262 321,026 135,895
*Since these transactions are with Bankers Trust of New York, the
Plan's trustee, they are with a party-in-interest.
See Independent Auditors' Report
</TABLE>
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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.
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
By: Comdata Holdings Corporation,
Plan Administrator
Date: July 12, 1996 By: /s/Russ Follis
Russ Follis
Senior Vice President, Human
Resources and Administration
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EXHIBIT INDEX
Exhibit Description Code
23.01 Consent of Independent Auditors E
23.02 Consent of Independent Public Accountants E
Legend:(E) Electronic Filing
(IBR) Incorporated by reference from previous filing
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Exhibit 23.01
CONSENT OF INDEPENDENT AUDITORS
The Plan Administrator and
the Board of Directors of
Comdata Holdings Corporation:
We consent to incorporation by reference in the registration
statement (No. 333-01793) on Form S-8 of Ceridian Corporation of
our report dated July 11, 1996, relating to the statement of net
assets available for benefits with fund information of the
Comdata Holdings Corporation 401(K) Savings and Retirement Plan
as of December 31, 1995, 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, 1995 which report appears elsewhere in this
December 31, 1995 annual report on Form 11-K of the Comdata
Holdings Corporation 401(K) Savings and Retirement Plan.
/s/KPMG Peat Marwick
Minneapolis, Minnesota
July 11, 1996
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Exhibit 23.02
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
use of our report dated January 31, 1996, relating to the
statement of net assets of the Comdata Holdings Corporation
401(k) Savings and Retirement Plan as of December 31, 1994
included in this annual report on Form 11-K for the year ended
December 31, 1995, and to its incorporation into Ceridian
Corporation's previously filed Registration Statement on Form S-8
(File No. 333-01793).
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Nashville, Tennessee
July 10, 1996
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