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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 19, 1998
CERIDIAN CORPORATION
(Exact name of registrant as specified in charter)
Delaware 1-1969 52-0278528
(State or other juris- (Commission File (IRS Employer
diction of incorporation Number) Identification No.)
8100 34th Avenue South, Minneapolis, MN 55425
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: 612-853-8100
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Item 5. Other Events
Statements regarding Ceridian Corporation ("Ceridian") contained
in this Current Report on Form 8-K, in other Ceridian filings with the
Securities and Exchange Commission, in press releases and other
Ceridian publications, and made by Ceridian management that are not
historical in nature, particularly those that utilize terminology such
as "may," "will,"expects," "anticipates," "believes" or "plans," are
forward-looking statements based on current expectations and
assumptions, 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 Ceridian
that could cause such material differences are discussed in the
following paragraphs.
Interest Rate Changes and Investment Income from Tax Filing
Deposits. Ceridian's payroll tax-filing business derives the majority
of its revenue and earnings from the investment of tax filing deposits
temporarily held pending remittance on behalf of customers to tax
filing authorities. During 1997, the average balance of these
deposits was $1,376 million, the average yield was 5.84%, and the
resulting revenue to Ceridian was $80.4 million. Changes in interest
rates will affect Ceridian's revenue and earnings from this source,
are difficult to predict and could be significant. Ceridian has
sought to lessen the impact of interest rate decreases by entering
into a series of interest rate collar transactions with an aggregate
notional amount of $800 million and an average interest rate cap and
floor of 7.4% and 5.4%, respectively. Two of these collar
transactions, each in the notional amount of $100 million, will expire
during 1998. There can be no assurance as the terms on which Ceridian
would be able to replace these collars, or to add to them if tax
filing deposit balances increase.
Efforts to Enter Local Fueling Market. During 1997, Ceridian's
Comdata subsidiary acquired the remaining equity interest in
International Automated Energy Systems ("IAES"), a provider of fuel
management and payment systems for local transportation fleets, to
complement the products and services Comdata currently provides to the
long-haul trucking industry. IAES has had a history of operating
losses, and to date has not achieved widespread market acceptance of
its fuel purchase card. In addition, it must identify and contract
with a replacement issuing bank for IAES fuel purchase cards by May
1998. There can be no assurance that the IAES products and services
will achieve the desired level of market acceptance, that IAES will be
able to conclude an agreement with a replacement card issuing bank on
favorable terms and conditions, or that Comdata will achieve the
projected levels of revenue and earnings from these products in 1998
and beyond.
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Ability to Increase Revenue from Cross-Selling Efforts and New
Products. A portion of Ceridian's expected revenue growth in 1998,
particularly in the transportation services and human resources
businesses, is attributable to the selling of additional products and
services to the existing customer base and the planned introduction of
new or enhanced product and service offerings. The degree to which
Ceridian is successful in these efforts depends on a variety of
factors, including product and service selection, effective sales and
marketing efforts, the level of market acceptance and the avoidance of
difficulties or delays in development or introduction. There can be
no assurance that Ceridian will achieve its revenue growth objectives
from cross-selling efforts and new products.
Ability to Improve Operating Margins in Human Resource
Businesses. In addition to anticipated revenue growth, Ceridian's
ability to improve profit margins in its human resource businesses
depends on factors such as the degree to which and the speed with
which Ceridian is able to increase operational efficiencies and reduce
operating costs in those businesses, and the level of customer
retention in those businesses (see "Customer Retention" below).
Delays or difficulties in implementing process improvements, such as
those designed to reduce printing, telecommunication and customer
service costs, and in consolidating various functions could adversely
affect the timing or effectiveness of cost reduction and margin
improvement efforts. In addition, difficulties in effectively
assimilating recent and future acquisitions could also adversely
impact operating costs in the human resource businesses.
Customer Retention. In providing human resource services, and
particularly payroll processing and tax filing services, Ceridian
incurs installation and conversion costs in connection with new
customers that must be recovered before the contractual relationship
provides incremental profit. The longer Ceridian is able to retain
a customer, the more profitable that contract is likely to be to
Ceridian. As Ceridian provides human resource services to larger
customers, the per customer cost of installation and conversion
increases on a relative basis, and the time period such customers
must be retained to enable Ceridian to achieve an acceptable return
from the contracts lengthens. If Ceridian were unable to achieve,
on average, an acceptable retention period for these larger customers,
because they elect to outsource all of their data processing
(including payroll) or for other reasons, it could have an adverse
impact on Ceridian's earnings.
Effecting System Upgrades and Conversions. Ceridian is currently
in or is about to begin the process of transitioning to new data
processing systems and/or software in several of its business units,
including systems that process customer data, such as in the payroll
tax-filing business, and internal management information systems. The
successful implementation of these new systems is critical to the
effective delivery of products and services and the efficient
operation of Ceridian's businesses. Problems or delays with the
installation or initial operation of the new systems could disrupt or
increase costs in connection with the delivery of services and with
operations planning, financial reporting and management, and thus
could have a material adverse effect on Ceridian's business and
results of operations.
Required Year 2000 Conversion Efforts. Ceridian is conducting a
comprehensive review of its systems to identify those that could be
affected by the "year 2000" issue - computer programs and embedded
logic devices that utilize two digits rather than four to define the
applicable year may fail to properly recognize date sensitive
information when the year changes to 2000. This could result in major
system failures or miscalculations. While certain Ceridian computer
systems are currently year 2000 compliant, future modifications to or
replacements of software in the majority of Ceridian's systems will be
required. Ceridian is in the process of completing an assessment of
required year 2000 conversion efforts and expense. These conversion
efforts are not expected to have a material effect on Ceridian's
financial position or results of operations, in some cases because of
Ceridian's ability to redeploy existing technology resources to the
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conversion effort and in other cases because year 2000 conversion can
occur incidentally to system upgrades and replacements that were
otherwise scheduled (see "Effecting System Upgrades and Conversions"
above) and the costs of which are to be recorded as assets and
amortized. If, however, such conversions, upgrades and replacements
cannot be completed on a timely basis, resulting system failures could
have a material adverse impact on Ceridian's ability to conduct its
business, and consequently on its financial position and results of
operations. Moreover, there can be no assurance that the systems of
other companies with which Ceridian's systems communicate will be
timely converted or that any such failure to convert by another
company would not have an adverse effect on Ceridian's systems and
operations.
Consolidation in Radio Broadcasting Industry. Continuing
consolidation in the radio broadcasting industry could put pressure on
the pricing of Arbitron's radio ratings service, from which Arbitron
derives a substantial majority of its total revenue. While Ceridian
will seek to avoid or minimize price concessions in contract
negotiations, and will seek to offset the revenue impact of any
concessions that may be granted by providing ratings to additional
stations within a radio group and by providing additional software and
other services, there can be no assurance as to the degree to which it
will be able to do so.
Ability to Adapt to Changing Technology. A provider of
information management and data processing services such as Ceridian
must adapt and respond to technological advances offered by
competitors and technological requirements of customers in order to
maintain and improve upon its competitive position. For example,
Ceridian believes that enhancements to its Signature payroll
processing system that are planned and under development, such as
improving the interface between Signature and certain widely-utilized
human resource information management systems, and increasing the
features and functionality of Ceridian's human resource information
management offerings will be important factors in achieving continuing
market acceptance for Ceridian's payroll processing and related
products and services. However, there can be no assurance that new
products and product enhancements can be developed and released within
the time frames and at costs envisioned by Ceridian. Significant
delays, difficulties or added costs in introducing new products or
enhancements, either through internal development, acquisitions or
cooperative relationships with other companies, could have a material
adverse effect on the market acceptance of Ceridian's products and
services and the results of operations of Ceridian's businesses
generally.
Acquisition Risks. Ceridian expects that it will continue to
make acquisitions of, investments in and strategic alliances with
complementary businesses, products and technologies to enable it to
add products and services for its core customer base and for adjacent
markets, and to expand each of its businesses geographically.
However, implementation of this strategy entails a number of risks,
including entry into markets in which Ceridian may have limited or no
experience, diversion of management's attention from Ceridian's core
businesses, potential loss of key employees or customers of the
acquired businesses, additional year 2000 conversion efforts, and
difficulties in assimilating the operations and products of an
acquired business or in realizing projected efficiencies and cost
savings. For example, while Ceridian expects to realize significant
cost savings in connection with the recently announced acquisition of
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First Data Corporation's transportation services business, there can
be no assurance that those savings will be realized in the amounts or
within the time frame contemplated by Ceridian. In addition, as a
result of the sale of the Computing Devices International division and
recent stock repurchases, pooling-of-interests accounting treatment
for future acquisitions will not be available to Ceridian for a period
of time. To the extent Ceridian must utilize purchase accounting for
acquisitions, and given the financial characteristics of information
services businesses, it may be difficult for Ceridian to avoid having
acquisitions of such businesses be dilutive of earnings per share, and
Ceridian may possibly incur charges, such as for the write-off of in-
process research and development, as it acquires such businesses.
Competitive Conditions. Because the markets Ceridian serves,
such as human resources and transportation, are large and attractive,
new competitors could decide to enter these markets, and thereby
intensify the highly competitive conditions that already exist. These
new entrants could offer new technologies (see "Ability to Adapt to
Changing Technology" above) or a different service model, or could
treat transportation or human resource services as one component of a
larger product/service offering, thereby enabling them to reduce
prices on the transportation or human resources component. Any of
these or similar developments could have a material adverse impact on
Ceridian's business and results of operations.
Other Factors. Trade, monetary and fiscal policies, and
political and economic conditions may substantially change, with
corresponding impacts on the industries which Ceridian serves,
particularly more economically sensitive industries such as trucking.
Such changes could also affect employment levels, with a corresponding
impact on Ceridian's payroll processing and tax filing businesses.
Ceridian's future operating results may also be adversely affected by
adverse judgments, settlements, unanticipated costs or other effects
of legal and administrative proceedings now pending or that may be
instituted in the future.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned hereunto duly authorized.
CERIDIAN CORPORATION
Dated: January 19, 1998
By: /s/J. R. Eickhoff
Name: J.R. Eickhoff
Title: Executive Vice President
and Chief Financial Officer
