<PAGE>
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1996
Commission file number 1-1969
CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 52-0278528
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8100 34th Avenue South, Minneapolis, Minnesota 55425
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (612)853-8100
(Former name, former address and former fiscal year if changed from last
report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
YES X NO
The number of shares of registrant's Common Stock, par value $.50 per
share, outstanding as of April 30, 1996, was 68,393,473.
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
INDEX
Pages
Part I. Financial Information
Item 1. Financial Statements
Consolidated Statements of Operations
for the three month periods ended
March 31, 1996 and 1995 ................................. 3
Consolidated Balance Sheets as of
March 31, 1996 and December 31, 1995 .................... 4
Consolidated Statements of Cash Flows for the three
month periods ended March 31, 1996 and 1995 ............. 5
Notes to Consolidated Financial Statements .............. 6
In the opinion of the Company, the unaudited consolidated
financial statements reflect all adjustments (consisting only
of normal recurring accruals, except as set forth in the notes
to consolidated financial statements) necessary to present
fairly the financial position as of March 31, 1996, and results
of operations and cash flows for the three month periods ended
March 31, 1996 and 1995.
The results of operations for the three month period ended
March 31, 1996, are not necessarily indicative of the results to
be expected for the full year.
The consolidated financial statements should be read in
conjunction with the notes to consolidated financial statements.
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations ................. 9-13
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders.. 14
Item 6. Exhibits and Reports on Form 8-K .................... 15
Signature ......................................................... 16
Exhibit 11. Statement re computation of earnings per share ........ 17
- 2 -
<PAGE>
FORM 10-Q
PART I. FINANCIAL INFORMATION
ITEM I. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
CONSOLIDATED STATEMENTS OF OPERATIONS Ceridian Corporation
(Unaudited) and Subsidiaries
For Periods Ended
March 31,
(Dollars in millions, except per share data) Three Months
1996 1995
<S> <C> <C>
Revenue
Product sales $ 146.3 $ 141.4
Services 222.7 184.8
Total 369.0 326.2
Cost of revenue
Product sales 107.7 108.1
Services 108.1 87.5
Total 215.8 195.6
Gross profit 153.2 130.6
Operating expenses
Selling, general and
administrative 83.2 72.2
Research and development 16.5 14.2
Other expense (income) 0.8 (0.5)
Earnings before interest and taxes 52.7 44.7
Interest income 1.9 2.7
Interest expense (3.1) (7.7)
Earnings before income taxes 51.5 39.7
Income tax provision 4.1 4.3
Net earnings $ 47.4 $ 35.4
Primary earnings per share $ 0.63 $ 0.47
Fully diluted earnings per share $ 0.59 $ 0.45
Weighted average common shares
outstanding (in thousands)
Primary 70,122 68,631
Fully diluted 80,506 79,015
See notes to consolidated financial statements.
</TABLE>
- 3 -
<PAGE>
<TABLE>
<CAPTION>
FORM 10-Q
CONSOLIDATED Ceridian Corporation
BALANCE SHEETS (Unaudited) and Subsidiaries
March 31, December 31,
Assets 1996 1995
(In Millions)
<S> <C> <C>
Cash and equivalents $ 105.9 $ 151.7
Trade and other receivables, net 403.3 372.8
Inventories 34.1 30.4
Other current assets 15.4 15.9
Total current assets 558.7 570.8
Investments and advances 11.7 6.9
Property, plant and equipment, net 121.4 120.9
Goodwill and other intangibles, net 259.8 262.6
Software and development costs, net 83.5 72.6
Prepaid pension cost 91.5 88.6
Other noncurrent assets 3.7 3.7
Total assets $ 1,130.3 $1,126.1
Liabilities And Stockholders' Equity
Short-term debt and current
portion of long-term obligations 3.1 4.6
Accounts payable 57.2 54.4
Drafts and settlements payable 153.1 146.3
Customer advances 70.5 73.7
Deferred income 93.5 90.1
Accrued taxes 71.1 68.7
Employee compensation and benefits 55.2 63.6
Restructure reserves, current portion 17.4 19.2
Other accrued expenses 78.3 85.0
Total current liabilities 599.4 605.6
Long-term obligations, less current portion 169.3 205.3
Deferred income taxes 7.9 7.1
Restructure reserves, less current portion 49.0 51.2
Employee benefit plans 77.3 78.7
Deferred income and other
noncurrent liabilities 22.4 28.2
Stockholders' equity 205.0 150.0
Total liabilities and stockholders'
equity $ 1,130.3 $1,126.1
See notes to consolidated financial statements.
</TABLE>
- 4 -
<PAGE>
<TABLE>
<CAPTION>
FORM 10-Q
CONSOLIDATED STATEMENTS OF Ceridian Corporation
CASH FLOWS (Unaudited) and Subsidiaries
For Periods Ended March 31,
Three Months
1996 1995
(In Millions)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings $ 47.4 $ 35.4
Adjustments to reconcile net earnings
to net cash provided by (used for)
operating activities:
Depreciation and amortization of
capital and deferred assets 16.6 14.0
Restructure reserves utilized (4.0) (7.8)
Net change in working capital items:
Trade and other receivables (31.3) (7.5)
Other current assets (3.3) (7.3)
Drafts and settlements payable 6.8 (20.7)
Customer advances and deferred income -- 16.4
Other current liabilities (10.2) 3.2
Other (5.8) 1.8
Net cash provided by (used for)
operating activities 16.2 27.5
CASH FLOWS FROM INVESTING ACTIVITIES
Expended for capital assets (10.9) (14.3)
Expended for software and development costs (12.8) (8.0)
Short-term investments -- (1.1)
Expended for business acquisitions, less
cash acquired (4.9) (27.5)
Proceeds from sale of businesses and assets 0.1 3.1
Net cash provided by (used for)
investing activities (28.5) (47.8)
CASH FLOWS FROM FINANCING ACTIVITIES
Revolving credit and overdrafts, net (34.3) 3.7
Borrowings of other debt -- 2.6
Repayment of other debt (3.2) (4.7)
Preferred dividends (3.2) (3.2)
Exercise of stock options and other 7.4 2.2
Net cash provided by (used for)
financing activities (33.3) 0.6
Effect of exchange rate changes on cash (0.2) (0.8)
NET CASH PROVIDED (USED) (45.8) (20.5)
Cash and equivalents at beginning of period 151.7 137.8
Cash and equivalents at end of period $ 105.9 $ 117.3
See notes to consolidated financial statements.
</TABLE>
- 5 -
<PAGE>
FORM 10-Q
CERIDIAN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1996
(Dollars in millions)
(Unaudited)
Capital and Deferred Assets
March 31, December 31,
1996 1995
Plant, Property and Equipment
Land $ 3.0 $ 3.0
Machinery and equipment 242.9 236.0
Buildings and improvements 81.1 79.4
Construction in progress 4.4 4.9
331.4 323.3
Accumulated depreciation (210.0) (202.4)
Property, plant and equipment, net $ 121.4 $ 120.9
Goodwill and Other Intangibles
Goodwill $ 222.4 $ 220.3
Accumulated amortization (30.6) (27.6)
Goodwill, net 191.8 192.7
Other intangible assets 75.2 78.8
Accumulated amortization (7.2) (8.9)
Other intangibles, net 68.0 69.9
Goodwill and other intangibles, net $ 259.8 $ 262.6
Software and Development Costs
Purchased software $ 34.6 $ 34.0
CII development cost 55.1 44.2
Other software development cost 20.3 18.5
110.0 96.7
Accumulated amortization (26.5) (24.1)
Software and development costs, net $ 83.5 $ 72.6
For Periods Ended March 31,
Three Months
Depreciation and Amortization
of Capital and Deferred Assets 1996 1995
Depreciation and amortization of
capital assets $ 10.6 $ 9.8
Amortization of goodwill 3.0 2.5
Amortization of other intangibles 1.2 0.4
Amortization of software and
development costs 2.5 1.1
Other (0.7) 0.2
Total $ 16.6 $ 14.0
- 6 -
<PAGE>
FORM 10-Q
CERIDIAN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1996
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
STOCKHOLDERS' EQUITY
March 31, December 31,
1996 1995
<S> <C> <C>
5-1/2% Cumulative Convertible Exchangeable
Preferred Stock, $100 par value
(liquidation preference of $236.0)
Shares issued and outstanding 47,200 $ 4.7 $ 4.7
Common Stock
Par value - $0.50
Shares authorized - 100,000,000
Shares issued - 68,091,975 and 67,325,372 33.9 33.7
Shares outstanding - 68,091,947 and
67,277,436
Additional paid-in capital 1,116.7 1,106.6
Accumulated deficit (919.8) (963.9)
Foreign currency translation adjustments (3.8) (2.4)
Restricted stock awards (21.5) (21.9)
Pension liability adjustment (5.2) (5.2)
Treasury stock, at cost
(28 and 47,936 common shares) -- (1.6)
Total stockholders' equity $ 205.0 $ 150.0
</TABLE>
- 7 -
<PAGE>
FORM 10-Q
CERIDIAN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
March 31, 1996
(Dollars in millions)
(Unaudited)
<TABLE>
<CAPTION>
RECEIVABLES
March 31, December 31,
1996 1995
<S> <C> <C>
Trade and Other Receivables, Net:
Trade, less allowance of $12.3 and $12.4 $ 296.9 $ 278.9
Unbilled 95.4 86.5
Other 11.0 7.4
Total $ 403.3 $ 372.8
</TABLE>
RESTRUCTURE RESERVES
Est
Bal Bal Paymts
Dec 31, Mar 31, 2Q-4Q
1995 Adds Paid Other 1996 1996
Severance and Related
Costs $ 7.3 $ -- $ 1.6 $ -- $ 5.7 $ 5.7
Equipment Lease
Termination 0.6 -- -- -- 0.6 0.6
Vacant Space 18.2 -- 1.7 (0.2) 16.7 5.9
Costs to Dispose of
Businesses 2.0 -- 0.1 (0.3) 2.2 0.1
Legal Costs 13.2 -- 0.3 -- 12.9 1.4
Environmental Costs 12.5 -- 0.3 -- 12.2 0.7
Duplicate
Processing/Support 1.1 -- -- -- 1.1 0.6
Other 15.5 -- -- 0.5 15.0 0.2
Total $70.4 $ -- $ 4.0 $ -- $66.4 $ 15.2
- 8 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
The statements regarding the outlook for Ceridian Corporation (the
"Company") contained in this section are forward-looking statements based`
on current expectations, and entail various risks and uncertainties that
could cause actual results to differ materially from those expressed in
such forward-looking statements. Important factors known to the Company
that could cause such material differences are discussed under the caption
"1996 Financial Outlook" contained in the "Management's Discussion and
Analysis of Results of Operations and Financial Condition" contained in
Part II, Item 7 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1995.
Results of Operations
For the quarter ended March 31, 1996, the Company reported net
earnings of $47.4 million, or $0.59 per fully diluted share of common
stock, on revenue of $369.0 million, compared to net earnings of $35.4
million, or $0.45 per fully diluted common share, on revenue of $326.2
million for the first quarter 1995.
The following table sets forth revenue for the Company, its two
industry segments and the businesses that comprise those segments for the
three month periods ended March 31, 1996 and March 31, 1995, respectively:
Periods Ended March 31,
Three Months
1996 1995
(Dollars in millions)
Information Services Segment
Arbitron $ 36.1 $ 28.2
Human Resources Group* 126.6 105.9
Comdata 71.5 63.0
Total Information Services 234.2 197.1
Defense Electronics Segment
Computing Devices International 134.8 129.1
Total Revenue $ 369.0 $ 326.2
* Consists of the Employer Services business, the Employee Advisory
Resource business and the Tesseract, Resumix, User Technology, Minidata and
EAS Technologies subsidiaries.
Revenue. The Company's 13.1% revenue growth from the first quarter
1995 to the first quarter 1996 reflected revenue growth of 18.9% in
Information Services and 4.4% in Defense Electronics. Approximately 30% of
Information Services' revenue growth was attributable to acquisitions, most
significantly the purchase of the Centre-file payroll processing business
in the United Kingdom in October 1995 and Comdata's purchase of Trendar
- 9 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (cont.)
Corporation in March 1995. Also included in Information Services' revenue
growth was a $5.0 revenue increase in Arbitron attributable to a change in
the revenue recognition policy of the Scarborough Research Partnership
("SRP") related to a decision to transition from releasing research reports
annually to semiannually. Because this change to a percentage of completion
method tends to spread SRP's revenue more evenly across calendar quarters,
and because SRP's 1995 revenue will not be restated to the new policy, the
comparison of Arbitron's revenue in future quarters of 1996 to comparable
1995 quarters is not expected to be as favorable. Apart from these
factors, and adjusting for Comdata's sale of its retail services division
in February 1995, Information Services' revenue increased 10.6% in the
quarterly comparison, reflecting increases of 10.1% in the Human Resources
Group ("HRG"), 12.5% in Comdata and 8.7% in Arbitron. Most of the internal
revenue growth in HRG was in payroll processing and in payroll tax filing,
gains that were partially offset by decreased revenue from the sale of
current generation human resource information management software in both
Employer Services and Tesseract, demand for which is affected by the
Company's announced development of client/server offerings. The revenue
increase from payroll tax filing included a 16.3% increase in investment
income from tax filing deposits, due to an increase in the average invested
balances. The average annual yield was essentially unchanged.
The internal revenue growth in Comdata reflected 19.4% revenue growth
from gaming services and 7.9% revenue growth from transportation services,
both of which were adversely affected by severe weather in the northeastern
U.S. The revenue growth from gaming services reflected credit card cash
advance transaction growth of 10.7%, primarily from new accounts, higher
average revenue from such transactions, due primarily to an increase in the
average advance, and increased ATM transactions, a service that commenced
in the first quarter of 1995. The revenue growth from transportation
services was due to an 11.7% increase in funds transfer transactions as
well as increased demand for telecommunications services and for systems to
improve automation at truck stop fuel desks. Partially offsetting the
transportation revenue growth was reduced revenue from permit services,
primarily due to consolidation of permit requirements among states. Also
contributing to Comdata's revenue growth was a $1.5 million increase in
revenue from unsettled transactions. Arbitron's revenue from radio
audience measurement services and analytical software increased about 6%
largely due to a relatively high rate of customer renewals during 1995,
increased sales of analytical software applications, and price increases.
Revenue from the SRP also increased due to increased first quarter demand
for the "Scarborough Report."
- 10 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (cont.)
Computing Devices' revenue increase was due to its Canadian and United
Kingdom operations. The revenue increase in the Canadian operations was
due in large measure to ground system products, particularly a multi-year
contract to develop and produce a reconnaissance system for a light armored
vehicle. The increase in revenue from the United Kingdom operations was
primarily due to a contract to provide ground systems for reconnaissance
processing.
Gross Margin. The Company's gross margin improvement from 40.0% to
41.5% in the quarterly comparison was attributable to margin improvement
from 19.2% to 22.9% in Computing Devices and the relatively greater revenue
growth in the Information Services segment, which has higher gross margins
than Computing Devices. These gains were partially offset, however, by a
gross margin decrease from 53.7% to 52.2% in Information Services. The
improvement in Computing Devices' gross margin was due in large measure to
revenue mix in its U.S. operations, with a greater portion of first quarter
1996 revenue attributable to higher margin production contracts for
avionics computers, to employment reductions in portions of its Canadian
operations, and to an increased gross margin on the Iris contract.
The gross margin decrease in Information Services reflected decreases
in each of the business units. The decrease in HRG primarily reflected
increased costs in Tesseract, due in part to the amortization of software
development costs capitalized in prior years, and in Employer Services, due
primarily to costs associated with preparing for the introduction of the
CII software, higher customer service support costs and supplies related to
the processing of payrolls. The decrease in Comdata was primarily due to
revenue mix, reflecting greater revenue growth from gaming services,
telecommunications services and Trendar, which have lower gross margins
than most other aspects of Comdata's business, and to a rate of increase in
agent commissions paid to locations offering gaming cash advance services
that exceeded the rate of revenue growth from such services, reflecting
competitive pressures. The decrease in Arbitron reflected $3.9 million of
additional costs resulting from the change in SRP's revenue recognition
policy, increased costs resulting from utilizing a larger sample size in
providing radio audience measurements and efforts required to transition
SRP from annual to semiannual reporting.
Operating Expenses. The Company's overall increase in selling,
general and administrative ("SG&A") expenses as a percentage of revenue
from 22.1% to 22.5% in the quarterly comparison reflected an increase in
Computing Devices from 10.5% to 12.3% of revenue, partially offset by a
decrease in Information Services from 29.0% to 28.7% of revenue. The
primary factor in Computing Devices' percentage increase was its increase
in selling expense, reflecting efforts to expand existing products and
technologies into new markets, including human resource service offerings
to potential government customers, and to bring commercial products to
- 11 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations (cont.)
potential military customers. Information Services' decrease in SG&A
expense as a percentage of revenue reflected a 2.4 percentage point
decrease in selling expense that was largely offset by increases in general
and administrative expenses. These increases were largely due to
acquisitions made during 1995, including related amortization of goodwill
and intangibles.
Research and development expense increased in Information Services
from the first quarter of 1995 to the first quarter of 1996, but was little
changed as a percentage of revenue. The increase in such expense was
concentrated in payroll processing, payroll tax filing and Tesseract,
reflecting development efforts related to the CII software and
client/server software. In Computing Devices, research and development
expense increased from 2.9% to 3.1% of revenue in the quarterly comparison.
Other expense in the first quarter 1996 included Arbitron's share of the
increased losses of ADcom Information Services, Inc.
Earnings Before Interest and Taxes. The Company's earnings before
interest and taxes ("EBIT") increased $8.0 million, or 17.9%, from the
first quarter 1995 to the first quarter 1996. Information Services' EBIT
increased $3.3 million, or 8.5%, in the quarterly comparison, but decreased
from 19.6% of revenue in the first quarter 1995 to 17.9% of revenue in the
first quarter 1996. Computing Devices' EBIT increased $2.6 million, or
35.7%, in the quarterly comparison, and increased as a percentage of
revenue from 5.7% to 7.4%. Also contributing to the Company's EBIT
improvement was a $2.1 million decrease in expenses not allocated to either
industry segment, due in part to prescribed accounting for pension costs.
Interest Income and Expense. The decrease in interest expense in the
quarterly comparison reflected lower levels of debt and lower interest
rates, primarily as a result of the December 1995 refinancing of Comdata's
debt. The decrease in interest income reflected lower levels of cash and
short-term investments in the 1996 period.
Financial Condition
The Company's cash and short-term investments decreased from $151.7
million at December 31, 1995 to $105.9 million at March 31, 1996,
reflecting the Company's intention to utilize excess cash to reduce amounts
outstanding under its revolving credit facility.
During the first three months of 1996 and 1995, operating cash flows
provided $16.2 million and $27.5 million of cash, respectively. Net
earnings adjusted to a cash basis provided cash of $58.2 million in the
first quarter 1996 and $51.2 million in the first quarter 1995. The $38.0
million of cash utilized in the first quarter 1996 in connection with
- 12 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Financial Condition cont.
working capital items included a $31.3 million increase in trade and other
receivables, primarily reflecting seasonal increases in Comdata's receivables
and increases in Computing Devices' unbilled receivables.
Investing activities utilized $28.5 million of cash during the first
quarter 1996 compared to a usage of $47.8 million during the first quarter
1995. The most significant contributor to this difference was the $27.5
million expended during the first quarter 1995 to acquire businesses, the
most significant of which was Trendar. The increase in expenditures for
capitalized software in the quarterly comparison primarily involved the CII
software development effort. Financing activities utilized $33.3 million
of cash during the first quarter 1996, primarily reflecting the repayment
of $35.0 million under the Company's revolving credit facility.
During the first quarter of 1996, the Company repurchased 60,000
shares of its common stock at an average price of $40.67 per share in
accordance with a repurchase program authorized in 1994. The Company
expects that in May 1996 it will repurchase approximately 111,333 shares of
its common stock at an aggregate cost of approximately $5.3 million in
connection with the first vesting of shares under the performance
restricted stock plan for executives initiated in 1994. The repurchase of
shares from participating executives is to facilitate their payment of
personal income taxes.
At March 31, 1996, $160.0 million in revolving loans and $1.5 million
in standby letters of credit were outstanding under the Company's revolving
credit facility. The applicable interest rate for loans under the credit
facility varies based on Company's senior unsecured debt ratings and on
either prime rate or IBOR, and at March 31, 1996 was 6.1%. Under the terms
of the credit facility, Ceridian must satisfy various financial tests on a
consolidated basis. At March 31, 1996, the Company was in compliance with
the net worth test by $63.4 million, its fixed charge coverage ratio was
2.74 to 1 (the minimum required ratio being 2.25 to 1), and its permitted
debt ratio was 1.89 to 1 (the maximum permitted ratio being 3.0 to 1). At
March 31, 1996, for example, the permitted debt ratio would have
accommodated an additional $100 million of borrowing under the credit
facility.
The Company's liquidity needs are expected to be met from existing
cash balances, cash flow from operations and borrowings under the credit
facility. The Company may also utilize cash from these sources to make
acquisitions. The Company expects to remain active in this regard and to
concentrate its acquisitions in areas related to or which complement the
Information Services segment. In structuring any such acquisitions, the
Company would seek to emphasize the use of its common stock as acquisition
consideration in order to make pooling-of-interests accounting treatment
available.
- 13 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Part II. Other Information
Item 4. Submission of Matters to a Vote of Security Holders
The Company's annual meeting of stockholders was held on May 8, 1996.
Of the 67,948,038 shares of the Company's common stock entitled to vote at
the meeting, 59,194,019 shares were present at the meeting in person or by
proxy.
The nine people designated by the Company's Board of Directors as
nominees for director were elected, with voting as follows:
Total Votes Total Votes
Nominee For Withheld
Ruth M. Davis 59,087,581 106,438
Allen W. Dawson 59,110,711 83,308
Richard G. Lareau 58,828,997 365,022
George R. Lewis 59,103,948 90,071
Charles Marshall 59,113,820 80,199
Lawrence Perlman 59,110,137 83,882
Carole J. Uhrich 59,113,524 80,495
Richard W. Vieser 59,112,346 81,673
Paul S. Walsh 59,116,748 77,271
Stockholders also voted to approve the four company proposals. A
description of each proposal, votes cast for and against each proposal, and
the number of abstentions for each proposal are listed in the table below.
Description For Against Abstain
(1) Amend certificate of
incorporation to increase
authorized common shares from
100 million to 200 million 56,137,586 2,786,959 269,474
(2) Amend 1993 Long-Term
Incentive Plan to modify a
limitation on executive
compensation after a change
of control 46,179,145 12,671,145 343,729
(3) Approve the 1996 Director
Performance Incentive Plan 49,457,974 9,372,402 363,643
(4) Approve Ceridian Employee
Stock Purchase Plan 58,144,705 409,047 318,472
There were no broker non-votes in connection with the first three items in
the table above, and 321,795 broker non-votes in connection with the fourth
item.
- 14 -
<PAGE>
CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q
March 31, 1996
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits.
Exhibit Description
11 Statement re computation of earnings per
share
(b) Reports on Form 8-K.
The Company filed a Form 8-K/A on January 11, 1996 to
amend the Form 8-K dated December 12, 1995 for the
purpose of furnishing an Independent Auditor's Consent to
the incorporation by reference in that Form 8-K of the
Report of Independent Public Accountants related to the
audited financial statements of Comdata described
therein.
- 15 -
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this Quarterly Report on Form 10-Q for the
period ended March 31, 1996, to be signed on its behalf by the undersigned
thereunto duly authorized.
CERIDIAN CORPORATION
Registrant
Date: May 13, 1996 /s/L. D. Gross
L. D. Gross
Vice President and
Corporate Controller
(Principal Accounting Officer)
- 16 -
<PAGE>
Exhibit 11
CERIDIAN CORPORATION AND SUBSIDIARIES
STATEMENT RE COMPUTATION OF EARNINGS PER SHARE
<TABLE>
(Amounts in millions, except per share data)
For Periods Ended March 31,
<S> <C> <C>
Three Months
1996 1995
Net earnings for common
stockholders - primary $ 44.2 $ 32.2
Restore dividends on
convertible preferred
stock 3.2 3.2
Net earnings for fully
diluted earnings
per share $ 47.4 $ 35.4
Weighted average common
shares outstanding 66,941 65,999
Common share equivalents
from stock options and
restricted stock awards 3,181 2,632
Weighted average common
shares and equivalents
outstanding - primary 70,122 68,631
Shares issuable assuming
conversion of preferred
stock 10,384 10,384
Weighted average common
shares and equivalents
outstanding - adjusted
for full dilution 80,506 79,015
Net earnings for common
stockholders - primary $ 44.2 $ 32.2
Weighted average common
shares and equivalents
outstanding - primary 70,122 68,631
Primary earnings per share $ 0.63 $ 0.47
Net earnings for fully
diluted earnings
per share $ 47.4 $ 35.4
Weighted average common
shares and equivalents
outstanding - adjusted
for full dilution 80,506 79,015
Fully diluted earnings
per share $ 0.59 $ 0.45
- 17 -
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000
<S> <C>
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-END> Mar-31-1996
<PERIOD-TYPE> 3-MOS
<CASH> 105,900
<SECURITIES> 0
<RECEIVABLES> 415,600
<ALLOWANCES> 12,300
<INVENTORY> 34,100
<CURRENT-ASSETS> 558,700
<PP&E> 331,400
<DEPRECIATION> 210,000
<TOTAL-ASSETS> 1,130,300
<CURRENT-LIABILITIES> 599,400
<BONDS> 169,300
<COMMON> 33,900
0
4,700
<OTHER-SE> 166,400
<TOTAL-LIABILITY-AND-EQUITY> 1,130,300
<SALES> 146,300
<TOTAL-REVENUES> 369,000
<CGS> 107,700
<TOTAL-COSTS> 215,800
<OTHER-EXPENSES> 800
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,100
<INCOME-PRETAX> 51,500
<INCOME-TAX> 4,100
<INCOME-CONTINUING> 47,400
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 47,400
<EPS-PRIMARY> 0.63
<EPS-DILUTED> 0.59
</TABLE>
