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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 27, 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
On January 27, 1998, Ceridian Corporation (_Ceridian_)
announced its results of operations for the quarter and year
ended December 31, 1997. The text of Ceridian's earnings release
is filed herewith as Exhibit 99.
Statements regarding Ceridian contained in the attached
press release 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 Ceridian's Current Report on Form 8-K dated January 19, 1998
and filed with the Securities and Exchange Commission on January
20, 1998.
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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 29, 1998 By: /s/ Loren D. Gross
Name: Loren D. Gross
Title:Vice President and
Corporate Controller
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EXHIBIT 99.1
CERIDIAN REPORTS RESULTS FOR
FOURTH QUARTER AND FULL YEAR 1997
In Q4, excluding unusual gains and charges,
Ceridian's information services businesses turned in strong
performances
MINNEAPOLIS, January 27, 1998 _ Ceridian Corporation (NYSE: CEN)
today reported fourth quarter net earnings of $473.8 million, or
$6.23 per diluted share of common stock, on revenue of $282.5
million. In the fourth quarter of 1996, Ceridian reported net
earnings of $49.3 million, or $.61 per diluted share, on revenue
of $251.3 million.
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As a result of the sale of Computing Devices International on
December 31, 1997, Computing Devices is treated as a discontinued
operation in all time periods presented; its revenue, costs and
expenses are not shown in Ceridian's income statement, except
that its net earnings and the resulting gain on the sale are
included under discontinued operations.
Ceridian's fourth quarter 1997 results included a $386.3 million
gain from the sale of Computing Devices; a $175.0 million FAS 109
tax benefit (under which Ceridian recognizes the future tax
benefits of its net operating loss carryforwards); and charges
totaling $144.6 million that consist of $87.5 million of asset
write-offs and $57.1 million of other charges and accrued
liabilities. The fourth quarter 1997 asset write-offs included
goodwill and other intangible assets related to acquisitions and
investments, certain hardware and software investments, and a
modest loss on disposal of the Comdata Gaming Services unit,
primarily related to pre-acquisition goodwill. The other charges
and accrued liabilities include costs related to legal and
administrative proceedings involving the Company, and excess
facilities, severance and contract termination costs.
Apart from the unusual fourth quarter gains and charges, but
including the operating results of Computing Devices, Ceridian
would have reported net earnings of $55.6 million, or $.73 per
diluted share, for the period.
For the year 1997, Ceridian reported net earnings of $472.4
million, or $5.92 per diluted share, on revenue of $1,074.8
million. In 1996, Ceridian reported net earnings of $181.9
million, or $2.25 per diluted share, on revenue of $942.6
million. Apart from unusual gains and charges during 1997, which
include the fourth quarter items described earlier as well as a
$150 million third quarter charge in connection with the
termination of the CII payroll software development project and a
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$13 million first quarter charge to settle litigation, but
including the operating results of Computing Devices, Ceridian
would have reported net earnings of $215.5 million, or $2.70 per
diluted share, for 1997.
"Looking beyond the unusual and non-recurring events at Ceridian
in 1997, we are pleased with the operating performances of the
human resources, transportation and marketing information
services businesses," said Lawrence Perlman, chairman and chief
executive officer of Ceridian. "In the human resources business,
the payroll/tax filing operation significantly increased revenue
and continued to improve its margins through add-on sales of
higher-margin services, as well as reengineering processing and
customer service operations. Today, Ceridian also announced
plans to acquire the payroll businesses of the Canadian Imperial
Bank of Commerce and Toronto-Dominion Bank, two transactions that
will make Ceridian the leading provider of payroll services in
Canada.
"The transportation business also achieved strong fourth quarter
revenue growth, in part by successfully selling additional
services to customers that purchase its core fuel purchase
product. On January 19, Comdata expanded its customer base when
it acquired First Data Corporation's transportation services
business (simultaneously Ceridian sold its Gaming Services
business to First Data). The marketing information services
business took the first step toward its goal of providing
services globally when it acquired Continental Research in the
United Kingdom during the fourth quarter.
"Ceridian's three businesses have excellent revenue growth
prospects and a sound strategy for realizing their potential,"
said Perlman. "They utilize a core product to obtain and then
maintain a strong market position _ be it paychecks, fuel
transactions or radio ratings _ and then surround the core
product with additional products and services that can be sold to
the customer of the core product, to adjacent markets and/or to
new geographic markets. We expect each of the three businesses
to perform well in 1998 and enable Ceridian to achieve its
performance goals of revenue growth of about 15 percent and
earnings improvement of approximately 20 percent annually."
Ceridian Corporation is a leading information services company
that serves the human resources, transportation and electronic
media markets. Its businesses include Ceridian Employer
Services, a leading provider of human resource management systems
and payroll and tax filing services; Comdata Corporation, the
leader in transaction processing and information services for the
transportation industry; and Arbitron, a leading media and
marketing research company.
The statements regarding Ceridian Corporation contained in this
release that are not historical in nature, particularly those
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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 Ceridian
that could cause such material differences are discussed in a
Current Report on Form 8-K filed by Ceridian with the Securities
and Exchange Commission on January 20, 1998.
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CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited) Ceridian Corporation
(Dollars in millions, and Subsidiaries
except per share data)
For Periods Ended December 31,
Three Months Twelve Months
1997 1996 1997 1996
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Revenue $282.5 $251.3 $1,074.8 $ 942.6
Cost of revenue 138.9 119.6 527.6 456.9
Gross profit 143.6 131.7 547.2 485.7
Operating expenses
Selling, general
and administrative 73.5 78.5 308.0 285.1
Research and
development 20.2 13.3 59.6 52.5
Other expense (income) 144.4 (0.7) 309.3 0.2
Earnings (Loss) before
interest and taxes (94.5) 40.6 (129.7) 47.9
Interest income 0.9 0.8 2.3 3.0
Interest expense (5.1) (2.2) (11.2) (9.7)
Earnings (Loss) before
income taxes (98.7) 39.2 (138.6) 1.2
Income tax provision
(benefit) (174.8) 2.5 (174.0) 5.7
Earnings from
continuing operations 76.1 36.7 35.4 135.5
Discontinued operations
Gain on sale 386.3 0.0 386.3 0.0
Earnings from
operations 11.4 12.6 50.7 46.4
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Net earnings $473.8 $ 49.3 $ 472.4 181.9
Earnings per share:
Basic
Continuing operations$1.02 $0.49 $0.45 $1.80
Net earnings $6.34 $0.67 $6.02 $2.49
Diluted
Continuing operations$1.00 $0.45 $0.45 $1.67
Net earnings $6.23 $0.61 $5.92 $2.25
Shares used in
calculations (000's):
Basic 74,691 68,619 78,418 7,920
Diluted 76,052 81,312 79,741 80,969
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CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited) Ceridian Corporation
(Dollars in millions) and Subsidiaries
December 31, December 31,
1997 1996
Cash and equivalents $ 268.0 $ 71.1
Receivables 317.5 249.1
Net assets of
discontinued operations 0.0 120.9
All other assets 657.8 575.5
Total assets $1,243.3 1,016.6
Debt $ 3.0 $138.1
Other liabilities 652.0 541.3
Stockholders' equity 588.3 337.2
Total liabilities and
stockholders' equity $1,243.3 1,016.6
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Ceridian's Businesses
Ceridian Corporation is an information services company that
serves the human resources, transportation and electronic media
markets. The Company helps customers improve their productivity
and competitive position.
Information Services for the Human Resources Market
Ceridian serves more than 45,000 customers in the human resources
arena, including 40 percent of the Fortune 1000 and 30 percent of
the Fortune 100, with broad, integrated solutions. Its products
include human resources information systems, employee and manager
self-service systems, payroll processing and tax filing services,
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time and attendance solutions, recruiting and skills management
software, workplace effectiveness services, decision-support
applications, training, and other services. Ceridian provides
human resource management systems and services in Canada, the
United States and the United Kingdom. The Company's human
resources businesses include Ceridian Employer Services, Ceridian
Performance Partners and Resumix.
Information Services for the Transportation Industry
Ceridian's Comdata business is a leading provider of transaction
processing and information services to the transportation
industry. It assists trucking companies and truck strops with
funds transfers, fuel management and purchases, automated routing
and scheduling, permitting, licensing and fuel tax reporting.
Comdata serves more than 20,000 trucking companies and more than
10,000 truck stop service centers.
Information Services for the Electronic Media Industry
Through The Arbitron Company in the United States and Continental
Research in the United Kingdom, Ceridian is an international
media and marketing research firm that provides services to
broadcasters, advertisers and advertising agencies in the United
States and Europe. In the United States, Arbitron provide
quantitative audience research to over 2,800 radio stations and
2,400 advertisers and ad agencies. Its qualitative research is
purchased by 1,900 customers, including radio and TV stations,
cable systems, agencies and advertisers, and newspapers and
magazines. In Europe, Continental Research manages and directs
activities on behalf of some of the biggest names in advertising.
