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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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, 1996
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, 1996 AND 1995
TABLE OF CONTENTS
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1996 2
Statement of Net Assets Available for Benefits with
Fund Information as of December 31, 1995 3
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1996 4
NOTES TO FINANCIAL STATEMENTS 5
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a - Schedule of Assets Held for
Investment Purposes-December 31, 1996 10
Schedule II: Item 27d - Schedule of Reportable
Transactions for the Year Ended 11
December 31, 1996
SIGNATURE 12
EXHIBITS
Exhibit Index 13
Exhibit 23.01 - Consent of Independent Auditors 14
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INDEPENDENT AUDITORS' REPORT
The Plan Administrator and
the Board of Directors of
Comdata Holdings Corporation:
We have audited the accompanying statements 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,
1996 and 1995, and the related statement of changes in net assets
available for benefits with fund information for the year ended
December 31, 1996. 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, 1996 and 1995, and the changes in net
assets available for benefits for the year ended December 31, 1996, in
conformity with generally accepted accounting principles.
Our 1996 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 statement of net assets 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.
/s/KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 19, 1997
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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, 1996
<S> <C> <C> <C> <C> <C> <C> <C>
Money Asset
Equity Market Management Bond Loan Total
Stock Fund Index Fund Fund Fund Fund Fund Funds
Investments
Ceridian Corporation
Common Stock $4,104,765 $ $ $ $ $ $4,104,765
Bankers Trust Funds 2,402,709 466,876 1,980,062 797,979 5,647,626
Loans Receivable
from Participants 159,790 159,790
Total Investments 4,104,765 2,402,709 466,876 1,980,062 797,979 159,790 9,912,181
Receivables
Employer Contributions 22,083 22,083
Employee Contributions 8,166 18,721 1,447 10,003 1,939 40,276
Total Receivables 30,249 18,721 1,447 10,003 1,939 -- 62,359
Total Assets 4,135,014 2,421,430 468,323 1,990,065 799,918 159,790 9,974,540
Employee Contributions
Refundable (61,252) (70,464) (6,328) (16,773) (2,283) (157,100)
Net Assets Available
for Benefits $4,073,762 $2,350,966 $461,995 $1,973,292 $797,635 $ 159,790 $9,817,440
See accompanying notes to financial statements.
</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, 1995
<S> <C> <C> <C> <C> <C> <C> <C>
Money Asset
Equity Market Management Bond Loan Total
Stock Fund Index Fund Fund Fund Fund Fund Funds
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 112,672 112,672
from Participants 4,435,018 1,404,962 492,755 1,577,211 924,953 112,672 8,947,571
Total Investments
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.
</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, 1996
<S> <C> <C> <C> <C> <C> <C> <C>
Money Asset
Equity Market Management Bond Loan Total
Stock Fund Index Fund Fund Fund Fund Fund Funds
Participant Contributions $ 230,843 $ 455,003 $ 91,236 $ 321,027 $ 94,049 $ $1,192,158
Employer Contributions 361,507 361,507
Net Change in Fair Value
Including Realized
Gain (Loss) (57,773) 398,726 252,747 38,260 631,960
Investment Income 1,507 414 21,818 165 17 8,570 32,491
Total Additions 536,084 854,143 113,054 573,939 132,326 8,570 2,218,116
Withdrawals by
Participants 621,454 147,689 64,773 208,453 126,458 39,187 1,208,014
Net Increase (Decrease)
Prior to Transfers (85,370) 706,454 48,281 365,486 5,868 (30,617) 1,010,102
Net Transfers From
Other Plans 4,254 19,490 10,301 20,296 1,472 55,813
Interfund Transfers (194,779) 280,400 (78,437) 40,970 (125,889) 77,735 --
Increase (Decrease) in
Net Assets Available
for Benefits (275,895) 1,006,344 (19,855) 426,752 (118,549) 47,118 1,065,915
Net Assets Available
for Benefits:
Beginning of Year 4,349,657 1,344,622 481,850 1,546,540 916,184 112,672 8,751,525
End of Year $4,073,762 $2,350,966 $461,995 $1,973,292 $ 797,635 $159,790 $9,817,440
See accompanying notes to financial statements.
</TABLE>
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COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996 AND 1995
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"), which is a wholly
owned subsidiary of Ceridian Corporation ("Ceridian"), and
Comdata's 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").
Plan Succession
The Ceridian Corporation Savings and Investment Plan (the
"SIP") has been designated as the successor to the Plan. As
of January 1, 1997, the Plan is closed to further
contributions and participants are eligible to participate in
the SIP. The Plan will continue to hold assets and receive
related earnings, disburse and collect loans, and pay
benefits until the Plan assets are transferred to the SIP.
Contributions
Through December 31, 1996, participants were allowed to
contribute up to 20% of their annual compensation to the Plan
up to a maximum of $9,500 for 1996 and $9,240 for 1995.
These contributions are considered income tax deferred in
accordance with the Internal Revenue Code ("IRC").
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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. No such contribution was paid in or authorized
during 1996.
Vesting
Participants are fully vested in their contributions to the
Plan 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 part of the participant's account that is not vested is
forfeited at the end of the plan year in which the participant
receives the balance of the vested account. If the participant's
account is left in the Plan, the nonvested part will be forfeited
at the end of the plan year in which the participant has five
consecutive one-year breaks in employment. This forfeited money
will become a part of the matching employer contribution in the
year that the forfeiture occurs.
Benefits
Upon termination of service due to death, disability,
retirement or termination of employment, a participant or
designated beneficiary may elect to receive an amount equal
to the value of the vested interest in the participant's
account. Additionally, participants or their designated
beneficiaries may withdraw their vested account balances at
any time on or after the age of 59 /. 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.
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Investment Options
The Plan provides five investment options, one of which is a
Stock Fund that invests in Ceridian common stock and the
other four are bank pooled funds 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. 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 below.
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 of any loan is
limited to the lesser of (1) 50% of the participant's vested
account balance less the amount of any other loans then
outstanding, or (2) $50,000 less the amount of the highest
loan balance outstanding during the twelve month period that
ends the day before the loan is made. The minimum loan
amount is $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").
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Plan Termination
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. Comdata does, however, expect to transfer
Plan assets to the SIP.
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.
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
Investments are stated at their approximate fair value.
Investments in Ceridian's common stock are valued at prices
published in the New York Stock Exchange Composite
Transaction listing. Investments in the bank pooled funds
are valued using daily net asset value calculations performed
by the funds. 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.
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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, 1996 and 1995 is as follows:
<TABLE>
<S> <C> <C>
1996 1995
Stock Fund 850 822
Equity Index Fund 652 573
Money Market Fund 284 334
Asset Management Fund 612 650
Bond Fund 398 466
</TABLE>
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.PARTIES-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).
Ceridian, as owner of 100% of the common stock of the
Company, is a party-in-interest with respect to the Plan. In
the opinion of the Plan Administrator, transactions between
the Plan and Ceridian, if any, are exempt from being
considered as prohibited transactions under ERISA section
408(b).
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<TABLE>
SCHEDULE I
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1996
<S> <S> <C> <C>
Description of
Investment
Including Maturity
Date, Rate of
Identity of Issuer, Interest,
Borrower, Lessor, or Collateral, Par or Current
Similar Party Maturity Value Cost Value
* Ceridian
Corporation Common stock $2,279,484 $4,104,765
* Bankers Trust Equity Index Fund 1,719,337 2,402,709
* Bankers Trust Money Market Fund 466,876 466,876
* Bankers Trust Asset Management Fund 1,518,827 1,980,062
* Bankers Trust Bond Fund 690,647 797,979
* Various plan Participant loans -
participants payable up to five
years, interest
rates ranging from
7.0% to 10.0% 159,790 159,790
Total assets held
for investment
purposes $6,834,961 $9,912,181
* Represents a party-in-interest.
See Independent Auditors' Report.
</TABLE>
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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, 1996
<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)
BT Pyramid Equity Index Fund* $ 846,727 $ 247,745 $ 63,433
(Equity Index Fund)
BT Pyramid Asset Management Fund* 504,794 354,674 63,249
(Asset Management Fund)
BT Pyramid Short & Intermediate 274,874 440,040 44,444
Term Bond Fund*
(Bond Fund)
BT Pyramid Discretionary Cash Fund* 2,181,173 2,354,399 --
(All Funds)
Stock Fund* 507,191 498,010 274,826
*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: June 26, 1997 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
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 June 19, 1997, relating to the statements of net
assets available for benefits with fund information of the
Comdata Holdings Corporation 401(K) Savings and Retirement Plan
as of December 31, 1996 and 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, 1996 which report appears elsewhere in this
December 31, 1996 annual report on Form 11-K of the Comdata
Holdings Corporation 401(K) Savings and Retirement Plan.
/s/KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1997
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