<PAGE>
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, 1997
CERIDIAN CORPORATION SAVINGS AND INVESTMENT 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)
<PAGE>
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
Financial Statements Page Number
- -------------------- -----------
<S> <C>
Independent Auditors' Report 2
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1997 3
Statement of Net Assets Available for Benefits
with Fund Information as of December 31, 1996 4
Statement of Changes in Net Assets Available for
Benefits with Fund Information for the Year Ended
December 31, 1997 5
Notes to Financial Statements -
December 31, 1997 and 1996 6
Supplemental Schedules
- ----------------------
Schedule 1 - Item 27a - Schedule of Assets Held
for Investment Purposes 12
Schedule 2 - Item 27d - Reportable Transactions 13
Signature 14
- ---------
Exhibits
- --------
Exhibit Index 15
Exhibit 23 - Consent of Independent Auditors 16
Exhibit 99.6 - Eighth Declaration of Amendment 17
</TABLE>
- 1 -
<PAGE>
INDEPENDENT AUDITORS' REPORT
The Board of Directors and the Retirement Committee
of Ceridian Corporation:
We have audited the accompanying statements of net assets available for benefits
with fund information of the Ceridian Corporation Savings and Investment Plan
(the "Plan") as of December 31, 1997 and 1996, and the related statement of
changes in net assets available for benefits with fund information for the year
ended December 31, 1997. 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,
1997 and 1996, and the changes in net assets available for benefits for the year
ended December 31, 1997, in conformity with generally accepted accounting
principles.
Our audits were 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 audits 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.
The schedule of reportable transactions that accompanies the Plan's financial
statements does not disclose the total number of purchases and the total
number of sales. Disclosure of this information is required by the Department
of Labor's Rules and Regulations for reporting and disclosure under the
Employee Retirement Income Security Act of 1974.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 12, 1998
- 2 -
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Equity
Ceridian New Int'l Capital Index New
Stock Horizons Stock Apprec. 500 Income
--------- -------- ----- ------- ------ ------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Ceridian
Corporation
Common Stock $ 2,683 $ -- $ -- $ -- $ -- $ --
T. Rowe
Price Funds -- 11,610 4,577 4,088 1,420 1,619
Loans Receivable
from
Participants -- -- -- -- -- --
------- ------- ------ ------ ------ ------
Total $ 2,683 11,610 4,577 4,088 1,420 1,619
Cash 53 -- -- -- -- --
Employer
Contributions
Receivable 162 559 282 217 175 72
------- ------- ------ ------ ------ ------
Net Assets
Available for
Benefits $ 2,898 $12,169 $4,859 $4,305 $1,595 $1,691
------- ------- ------ ------ ------ ------
------- ------- ------ ------ ------ ------
<CAPTION>
Summit
Equity Small-Cap Cash
Balanced Income Value Reserves Loan Total
-------- ------ --------- -------- ---- -----
<S> <C> <C> <C> <C> <C> <C>
Investments:
Ceridian
Corporation
Common Stock $ -- $ -- $ -- $ -- $ -- $ 2,683
T. Rowe
Price Funds 4,431 11,937 5,585 7,642 -- 52,909
Loans Receivable
from
Participants -- -- -- -- 1,082 1,082
------ ------- ------ ------ ----- -------
Total 4,431 11,937 5,585 7,642 1,082 56,674
Cash -- -- -- -- -- 53
Employer
Contributions
Receivable 196 545 400 764 -- 3,372
------ ------- ------ ------ ----- -------
Net Assets
Available for
Benefits $4,627 $12,482 $5,985 $8,406 1,082 $60,099
------ ------- ------ ------ ----- -------
------ ------- ------ ------ ----- -------
</TABLE>
See accompanying notes to financial statements.
- 3 -
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1996
(Dollars in thousands)
<TABLE>
<CAPTION>
Ceridian New Int'l Capital New
Stock Horizons Stock Apprec. Income
-------- -------- ----- ------- ------
<S> <C> <C> <C> <C> <C>
Investments
Ceridian Corporation
Common Stock $1,749 $ -- $ -- $ -- $ --
T. Rowe Price Funds -- 9,810 3,518 2,489 1,419
Loans Receivable
from Participants -- -- -- -- --
------ ------- ------ ------ ------
Total Investments 1,749 9,810 3,518 2,489 1,419
Employer Contributions
Receivable 142 586 264 175 68
------ ------- ------ ------ ------
Net Assets Available
for Benefits $1,891 $10,396 $3,782 $2,664 $1,487
------ ------- ------ ------ ------
------ ------- ------ ------ ------
<CAPTION>
Summit
Equity Small-Cap Cash
Balanced Income Value Reserves Loan Total
-------- -------- --------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Investments
Ceridian Corporation
Common Stock $ -- $ -- $ -- $ -- $ -- $ 1,749
T. Rowe Price Funds 3,177 7,288 2,524 5,357 -- 35,582
Loans Receivable
from Participants -- -- -- -- 800 800
------ ------ ------ ------ ---- -------
Total Investments 3,177 7,288 2,524 5,357 800 38,131
Employer Contributions
Receivable 183 445 285 604 -- 2,752
------ ------ ------ ------ ---- -------
Net Assets Available
for Benefits $3,360 $7,733 $2,809 $5,961 $800 $40,883
------ ------ ------ ------ ---- -------
------ ------ ------ ------ ---- -------
</TABLE>
See accompanying notes to financial statements.
- 4 -
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Changes in Net Assets Available for Benefits with Fund Information
For the Year Ended December 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Ceridian New Int'l Capital Equity New
Stock Horizons Stock Apprec. Index500 Income
------- -------- ------ ------- -------- ------
<S> <C> <C> <C> <C> <C> <C>
Participant
Contributions $ 743 $ 2,393 $1,212 $ 898 $ 305 $ 312
Employer
Contributions 265 943 468 355 221 115
Net Change in
Fair Value
Including
Realized
Gain (Loss) 372 779 (134) 60 70 32
Investment Income
Dividends -- 280 239 500 17 106
Interest -- -- -- -- -- --
------- ------- ------ ------- -------- ------
Total Additions 1,380 4,395 1,785 1,813 613 565
Withdrawals by
Participants 296 1,953 702 509 75 268
------- ------- ------ ------- -------- ------
Net Increase
(Decrease) prior
to Transfers 1,084 2,442 1,083 1,304 538 297
Net Transfers (to)
from Other Plans (2) 144 83 615 -- 14
Interfund
Transfers (75) (813) (89) (278) 1,057 (107)
------- ------- ------ ------- -------- ------
Increase (Decrease)
in Net Assets
Available for
Benefits 1,007 1,773 1,077 1,641 1,595 204
Net Assets
Available for
Benefits:
Beginning of Year 1,891 10,396 3,782 2,664 -- 1,487
------- ------- ------ ------- -------- ------
End of Year $ 2,898 $12,169 $4,859 $ 4,305 $ 1,595 $1,691
------- ------- ------ ------- -------- ------
------- ------- ------ ------- -------- ------
<CAPTION>
Equity Small- Summit
Balanced Income Cap Val Cash Loan Total
-------- ------- ------- ------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Participant
Contributions $ 835 $ 2,168 $ 1,611 $ 3,606 $ -- $ 14,083
Employer
Contributions 320 875 631 1,370 -- 5,563
Net Change in
Fair Value
Including
Realized
Gain (Loss) 523 1,357 676 -- -- 3,735
Investment Income
Dividends 166 1,151 350 359 -- 3,168
Interest -- -- -- -- 68 68
------ ------- ------- ------- ------ -------
Total Additions 1,844 5,551 3,268 5,335 68 26,617
Withdrawals by
Participants 633 1,398 698 2,029 117 8,678
------ ------- ------- ------- ------ -------
Net Increase
(Decrease) prior
to Transfers 1,211 4,153 2,570 3,306 (49) 17,939
Net Transfers (to)
from Other Plans 236 76 (3) 109 5 1,277
Interfund
Transfers (180) 520 609 (970) 326 --
------ ------- ------- ------- ------ -------
Increase (Decrease)
in Net Assets
Available for
Benefits 1,267 4,749 3,176 2,445 282 19,216
Net Assets
Available for
Benefits:
Beginning of Year 3,360 7,733 2,809 5,961 800 40,883
------ ------- ------ ------ ------ -------
End of Year $4,627 $12,482 $ 5,985 $ 8,406 $1,082 $60,099
------ ------- ------- ------- ------ -------
------ ------- ------- ------- ------ -------
</TABLE>
See accompanying notes to financial statements.
- 5 -
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) BASIS OF PRESENTATION AND USE OF ESTIMATES
The accompanying financial statements of the Ceridian Corporation
Savings and Investment Plan (the "Plan") have been prepared 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.
(b) CUSTODIAN OF INVESTMENTS
Under the terms of a trust agreement between T. Rowe Price Trust
Company (the "Trustee") and Ceridian Corporation (the "Company"), the
Trustee holds, manages, and invests contributions to the Plan and
income therefrom in funds selected by the Company's Retirement
Committee to the extent directed by participants in the Plan. The
Trustee carries its own banker's blanket bond insuring against losses
caused, among other things, by dishonesty of employees, burglary,
robbery, misplacement, forgery and counterfeit money.
(c) INVESTMENTS
Investments are stated at their approximate fair value. Investments
in the Company's common stock are valued at prices published in the
New York Stock Exchange Composite Transaction listing. Investments in
mutual funds are valued using daily net asset value calculations
performed by the funds and published by the National Association of
Securities Dealers. Loans receivable from participants are valued at
principal amount 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.
(d) COSTS AND EXPENSES
All costs and expenses of administering the Plan are paid by the
Company and affiliated companies which have adopted the Plan
("Adopting Affiliates").
6
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(2) DESCRIPTION OF THE PLAN
The Plan is a defined contribution plan, qualified under Section 401(a) of
the Internal Revenue Code, which includes provisions under Section 401(k)
allowing an eligible participant to direct the employer to contribute a
portion of the participant's compensation to the Plan on a pre-tax basis
through payroll deductions. The Plan was initiated on January 1, 1995 for
the benefit of employees of the Company and Adopting Affiliates who are
U.S. citizens or resident aliens paid under the U.S. domestic payroll
system but are not participants in any qualified defined benefit retirement
plan maintained by the Company. The terms of the Plan are intended to be
similar to the terms of the Ceridian Corporation Personal Investment Plan,
except that the Plan provides for a higher level of employer matching
contributions in lieu of participation in a defined benefit plan, and the
Plan provides for vesting over a five-year period of Company
performance-based matching contributions. Eligible employees who were
participants in the Ceridian Corporation Personal Investment Plan became
participants in this Plan at its initiation. The Plan is administered by
the Company through its Director of Employee Benefits and its Retirement
Committee, which is appointed by the Chief Executive Officer of the
Company. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
(3) PARTICIPANT ACCOUNTS AND VESTING
The Trustee maintains an account for each participant, including
participant directed allocations to each investment fund. Each
participant's account is credited with the participant's contributions and
allocations of any employer contributions and Plan earnings, less loans and
withdrawals, based on the direction of the participant. Participants are
immediately vested in their pretax contributions and employer basic
matching contributions, plus actual earnings thereon. A participant whose
employment terminated before his or her normal retirement date (age 65) for
reasons other than death or disability will acquire a vested interest in
performance-based matching contributions by the Company and Adopting
Affiliates in accordance with the following schedule:
<TABLE>
<CAPTION>
Vested
Years of Employment Interest
----------------------- ----------
<S> <C>
Less than 2 years 0%
2 years 40%
3 years 60%
4 years 80%
5 or more years 100%
</TABLE>
Any forfeitures of unvested interests will be used to reduce the obligation
of the Company and Adopting Affiliates to make future performance-based
matching contributions. Forfeitures were used to reduce employer
contributions by $567,000 in 1997.
7
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(4) CONTRIBUTIONS
Participants may direct their employer to contribute to the Plan on their
behalf through payroll deduction from 1% to 17% of their compensation in
any pay period, subject to certain limitations. During 1997, the Plan
administrator, in accordance with the terms of the Plan, limited payroll
deduction contributions on behalf of highly compensated participants to 8%
of their compensation. The Internal Revenue Code limited the total salary
deferral contributions of any participant during the 1997 Plan year to
$9,500, and provided that no participant may make salary deferral
contributions to the Plan from pay in excess of $160,000. These amounts
are subject to periodic adjustment for increases in the cost of living in
accordance with Treasury regulations. In addition, for 1997, the Company
and Adopting Affiliates made basic monthly matching contributions totaling
$2,191,000 and declared a year-end performance matching contribution of
$3,372,000. The basic monthly matching contributions in 1997 were
determined on the basis of 25% of a participant's salary deferral
contributions, up to a maximum of 6% of compensation, and required the
satisfaction of no performance criteria. The year-end performance-based
matching contribution resulted from the achievement of certain Company
economic performance criteria and amounted to 45% of a participant's salary
deferral contributions during 1997, up to a maximum of 6% of compensation,
for participants who were employees on December 31, 1997.
(5) WITHDRAWALS
Participants who are still employed by the Company or one its Adopting
Affiliates may only withdraw from their Plan account for "financial
hardship," as defined by federal regulations, for total disability, or if
the participant is 59 1/2 years old. Withdrawals are also permitted
pursuant to a qualified domestic relations order or in the event of
termination of employment, retirement or death.
(6) LOANS
Participants may borrow up to 50 percent of their salary deferral
contributions and investment earnings on those contributions. Any loan
must be in a multiple of $100, be at least $1,000, and not be more than
$50,000 less the amount of the highest loan balance outstanding during the
12-month period that ends the day before the loan is made. Participants
may not have more than two short-term (maturity of five years or less)
loans and one long-term (maturity over five and not to exceed ten years)
loan outstanding. The interest rate is set by the Plan administrator and is
based on the prime interest rates charged by major national banks. Each
loan is approved by the Plan administrator or a delegate, and the Plan
Trustee maintains a loan receivable account for any participant with an
outstanding loan.
8
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(7) DESCRIPTION OF INVESTMENT PROGRAMS
The participant may direct contributions, in multiples of one percent, to
any or all of the funds:
(a) Ceridian Stock Fund - Funds are invested in common stock of Ceridian
Corporation. Funds representing fractional shares remain in cash or
short-term accounts.
(b) New Horizons Fund - This is a T. Rowe Price mutual fund which invests
primarily in common stocks of small, rapidly growing companies to seek
long-term growth of capital.
(c) International Stock Fund - This is a T. Rowe Price mutual fund which
invests primarily in equity and equity-related securities of
established non-U.S. companies for long-term growth of capital and
income.
(d) Capital Appreciation Fund - This is a T. Rowe Price mutual fund which
invests primarily in common stocks and related securities of
established companies that are considered undervalued to maximize
long-term capital appreciation.
(e) Equity Index 500 Fund - This is a T. Rowe Price mutual fund which
passively invests in common stocks of companies included in the
Standard & Poor's 500 Stock Index in order to match, as closely as
possible, the investment performance of that Index.
(f) New Income Fund - This is a T. Rowe Price mutual fund which invests
primarily in income-producing, investment-grade corporate and
government debt securities to provide a high level of income over
time, consistent with preservation of capital.
(g) Balanced Fund - This is a T. Rowe Price mutual fund which invests
primarily in a diversified portfolio of common stocks and bonds to
provide long-term capital appreciation combined with income.
(h) Equity Income Fund - This is a T. Rowe Price mutual fund which invests
primarily in dividend paying common stocks, particularly of
established companies, to provide high dividend income and long-term
capital appreciation.
(i) Small-Cap Value Fund - This is a T. Rowe Price mutual fund which
invests primarily in small capitalization stocks that appear
undervalued by various measures to provide long-term capital
appreciation.
(j) Summit Cash Reserves Fund - This is a T. Rowe Price money market fund
which replaced the Prime Reserve Fund and invests primarily in high
quality, money market securities to provide preservation of capital,
liquidity and high current income.
9
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(8) NUMBER OF PARTICIPANTS
The number of participants in each investment program as of December 31,
1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Ceridian Stock Fund 772 609
New Horizons Fund 1,799 1,435
International Stock Fund 1,288 955
Capital Appreciation Fund 1,031 674
Equity Index 500 Fund 454 --
New Income Fund 486 440
Balanced Fund 1,033 774
Equity Income Fund 1,664 1,165
Small-Cap Value Fund 1,392 833
Summit Cash Reserves Fund 2,173 1,548
</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.
(9) INCOME TAX STATUS
The Plan received a favorable determination letter regarding the Plan's tax
qualification dated May 8, 1997 from the Internal Revenue Service stating
that the Plan qualifies under the provisions of Section 401(a) of the
Internal Revenue Code, and that the trust established thereunder is thereby
exempt from federal income taxes under Section 501(a) of the Code. The
Company believes that the Plan continues to operate in compliance with the
applicable requirements of the Internal Revenue Code. Contributions to the
Plan will not be included in the participant's taxable income for federal
and, in most states, state income tax purposes until distributed or
withdrawn. Each participant's portion of earnings from the investments
made with contributions under the Plan, generally are not taxable until
distributed or withdrawn.
(10) PARTY-IN-INTEREST
T. Rowe Price Trust Company, 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).
(11) NET TRANSFERS FROM OTHER PLANS
Net transfers from other plans of $1,277,000 are principally due to the
transfer into the Plan of the accounts of participants in plans of certain
Adopting Affiliates.
10
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1997 and 1996
(12) SALE OF COMPUTING DEVICES INTERNATIONAL DIVISION
In connection with the sale by Ceridian of its Computing Devices
International division ("CDI") to General Dynamics Corporation on December
31, 1997, the Plan was amended to provide that participants who were
employees of CDI immediately before the date of sale would, despite the
sale, (i) be entitled to receive any 1997 performance-based matching
contribution paid under the Plan; (ii) become fully vested in all
performance-based matching contributions credited to their accounts; and
(iii) be permitted to continue their participant loans under the Plan if
they continued to be employed by General Dynamics.
11
<PAGE>
Schedule 1
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
December 31, 1997
(Dollars in thousands)
<TABLE>
<CAPTION>
Shares or Fair Market
Description Face Value Cost Value
----------- ---------- ---- -----
<S> <C> <C> <C>
Ceridian Stock Fund
- -------------------
Ceridian Corporation* Common Stock 58,575 $ 2,246 $ 2,683
T. ROWE PRICE MUTUAL FUNDS**
- --------------------------
New Horizons Fund 498,278 10,539 11,610
International Stock Fund 341,084 4,527 4,577
Capital Appreciation Fund 277,885 4,074 4,088
Equity Index 500 Fund 53,831 1,355 1,420
New Income Fund 178,478 1,588 1,619
Balanced Fund 267,922 3,803 4,431
Equity Income Fund 457,872 10,066 11,937
Small-Cap Value Fund 238,674 4,814 5,585
Summit Cash Reserves Fund 7,641,651 7,642 7,642
LOAN FUND
- ---------
Loans Receivable from Participants --- 1,082 1,082
(Range of interest rates 5.8% ------- -------
to 11.75%)
$51,736 $56,674
------- -------
------- -------
</TABLE>
*Represents party-in-interest.
**The Plan invests in T. Rowe Price mutual funds through T. Rowe Price Trust
Company, which is a party-in-interest.
See Independent Auditors' Report
12
<PAGE>
Schedule 2
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Item 27d - 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, 1997
<TABLE>
<CAPTION>
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>
**Ceridian Stock Fund $1,288,569 $ 743,046 $ (3,213)
***T. Rowe Price
New Horizons Fund 3,687,818 2,716,032 191,181
***T. Rowe Price
International Stock
Fund 2,077,453 916,258 96,522
***T. Rowe Price
Capital Appreciation
Fund 2,393,366 875,326 83,737
***T. Rowe Price
Balanced Fund 1,640,274 936,414 126,520
***T. Rowe Price
Equity Income Fund 4,667,740 1,416,299 245,950
***T. Rowe Price
Small-Cap Value Fund 3,052,838 696,196 102,990
***T. Rowe Price
Summit Cash Reserves
Fund 5,307,141 3,022,498 --
</TABLE>
*Information on total number of purchases and total number of sales is not
readily available from the Plan's trustee.
**Ceridian Corporation, as an administrator of the Plan, is a party-in-interest.
***Since these transactions are with T. Rowe Price Trust Company, the Plan's
trustee, they are with a party-in-interest.
See Independent Auditors' Report
13
<PAGE>
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.
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
Date: June 26, 1998
By: Ceridian Corporation
its Named Fiduciary
By: /s/ J.H. Grierson
------------------------------
John H. Grierson
Vice President and Treasurer
14
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Code
- ------- ----------- ----
<S> <C> <C>
23 Consent of Independent Auditors E
99.1 Ceridian Corporation Savings and Investment Plan 1995
Revision as amended through May 10, 1996 (Incorporated by
reference to Exhibit 99 to the Ceridian Corporation Savings
and Investment Plan Annual Report on Form 11-K for the year
ended December 31, 1995) IBR
99.2 Ceridian Corporation Savings and Investment Plan -
Fourth Declaration of Amendment IBR
99.3 Ceridian Corporation Savings and Investment Plan -
Fifth Declaration of Amendment IBR
99.4 Ceridian Corporation Savings and Investment Plan -
Sixth Declaration of Amendment IBR
99.5 Ceridian Corporation Savings and Investment Plan -
Seventh Declaration of Amendment IBR
99.6 Ceridian Corporation Savings and Investment Plan -
Eighth Declaration of Amendment E
</TABLE>
Legend: (E) Electronic Filing
(IBR) Incorporated by reference from previous filing
15
<PAGE>
Exhibit 23
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors and
the Retirement Committee
Ceridian Corporation:
We consent to incorporation by reference in the registration statement (No.
33-56325) on Form S-8 of Ceridian Corporation of our report dated June 12, 1998,
relating to the statements of net assets available for benefits with fund
information of the Ceridian Corporation Savings and Investment Plan as of
December 31, 1997 and 1996, 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, 1997 which report appears elsewhere in this
December 31, 1997 annual report on Form 11-K of the Ceridian Corporation Savings
and Investment Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1998
16
<PAGE>
Exhibit 99.6
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
EIGHTH DECLARATION OF AMENDMENT
Pursuant to the retained power of amendment contained in Section 10.2 of the
Ceridian Corporation Savings and Investment Plan, the undersigned hereby amends
the Plan in the manner set forth below.
1. Section 3.2(B) thereof is amended by adding a new final sentence which
reads as follows:
"Notwithstanding the foregoing, an Active Participant who is an Employee of
Paragon, Inc., or an Employee of the Company with employment duties
principally related to the Company's Computing Devices International
division, immediately prior to the date on which the Company sells
substantially all of the assets of the Computing Devices International
division, including all of the outstanding capital stock of Paragon, Inc.,
to General Dynamics Corporation and/or one or more of its affiliates. will
be eligible to share in the Performance-Based Matching Contribution, if
any, for the 1997 Plan Year even if he or she is not actively employed with
an Affiliated Organization on December 31, 1997."
2. Section 6.5(C) is amended by adding a new clause (5) which reads as
follows:
"(5) Notwithstanding Subsection (C)(4), in the case of a borrower who (a)
is an Employee of Paragon, Inc., or an Employee of the Company with
employment duties principally related to the Company's Computing Devices
International division, immediately prior to the date on which the Company
sells substantially all of the assets of the Computing Devices
International division, including all of the outstanding capital stock of
Paragon, Inc., to General Dynamics Corporation and/or one or more of its
affiliates and (b) on such date either continues to be an employee of
Paragon, Inc. or becomes an employee of General Dynamics Corporation or any
other entity that together with General Dynamics Corporation is treated as
a single employer pursuant to Code section 414(b) or 414(c) (a "General
Dynamics Affiliate"), the balance of the borrower's outstanding loan or
loans will not be accelerated or be in default solely as a result of his or
her continuing to be employed by Paragon, Inc. after the sale thereof or
becoming employed by General Dynamics Corporation or any General Dynamics
Affiliate if and so long as he or she (w) remains employed with General
Dynamics Corporation or any General Dynamics Affiliate, (x) authorizes
General Dynamics Corporation and each General Dynamics Affiliate to deduct
from the borrower's pay the amount of any payments due under the terms of
the loan; (y) does not elect to receive a distribution of any portion of
his or her Account pursuant to Section 8.1 while the loan remains
outstanding and (z) signs such documents and satisfies all other terms of
the loan or loans and such other conditions as may from time to time be
required pursuant to the terms of the Plan or Plan Rules."
17
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3. Section 6.5(H) thereof is amended by adding thereto a new final sentence
which reads as follows:
"A Participant described in Subsection (C)(5) may also repay the entire
balance of any outstanding loan without penalty at any time prior to the
first anniversary of the date the loan was made."
4. Section 7.1 thereof is amended by adding thereto a new Subsection (E) which
reads as follows:
"(E) An Active Participant who is an Employee of Paragon, Inc., or an
Employee of the Company with employment duties principally related to the
Company's Computing Devices International division, immediately prior to
the date on which the Company sells substantially all of the assets of the
Computing Devices International division, including all of the outstanding
capital stock of Paragon, Inc., to General Dynamics Corporation and/or one
or more of its affiliates will at all times on and after the date of such
sale have a fully vested nonforfeitable interest in his or her
Performance-Based Matching Account attributable to Performance-Based
Matching Contributions with respect to Plan Years ending before January 1,
1998."
5. Section 7.2(A) thereof is amended by substituting "$5000" for "3500".
6. Section 8.1(A)(1) thereof is amended by substituting "$5000" for "$3500"
each place it appears therein.
7. Section 11.3 thereof is amended to read as follows:
"11.3 ADMINISTRATOR. The 'Administrator' of the Plan is an individual or
committee designated by the Company."
The amendments set forth at items 1, 2, 3 and 4 above are effective as of
December 31, 1997 subject to the closing of the sale of substantially all of the
assets of the Company's Computing Devices International division to General
Dynamics Corporation and/or one or more of its affiliates on that date; the
amendments set forth at items 5 and 6 above are effective as of January 1, 1998;
and the amendment set forth at item 7 above is effective as of January 1, 1997.
The amendments set forth at items 5, 6 and 7 apply to all Participants,
including those who terminated employment before the effective date of such
provisions, and the Beneficiaries of all deceased Participants, including those
who died before the effective date of such provisions.
IN WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized officers this 19th of December, 1997.
CERIDIAN CORPORATION
Attest:/s/John A. Haveman By:/s/J. H. Grierson
----------------------- -----------------------
Secretary Vice President
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