<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
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)
<PAGE>
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1997 AND 1996
TABLE OF CONTENTS
<TABLE>
<S> <C>
INDEPENDENT AUDITORS' REPORT 2
FINANCIAL STATEMENTS
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 6
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a - Schedule of Assets Held for
Investment Purposes-December 31, 1997 11
Schedule II: Item 27d - Schedule of Reportable
Transactions for the
Year Ended December 31, 1997 12
SIGNATURE 13
EXHIBITS
Exhibit Index 14
Exhibit 23.01 - Consent of Independent Auditors 15
</TABLE>
<PAGE>
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, 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 23, 1998
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<PAGE>
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1997
<TABLE>
<CAPTION>
MONEY ASSET
EQUITY MARKET MANAGEMENT BOND LOAN
STOCK FUND INDEX FUND FUND FUND FUND FUND TOTAL FUNDS
---------- ---------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Ceridian Corporation Common Stock $4,272,951 $ $ $ $ $ $ 4,272,951
Bankers Trust Funds 2,890,732 465,944 2,126,500 677,789 6,160,965
Loans Receivable from Participants 177,826 177,826
--------- --------- ------- --------- ------- ------- -----------
Total Investments 4,272,951 2,890,732 465,944 2,126,500 677,789 177,826 10,611,742
--------- --------- ------- --------- ------- ------- -----------
Receivables
Employer Contributions --- ---
Employee Contributions --- --- --- --- --- --- ---
--------- --------- ------- --------- ------- ------- -----------
Total Receivables --- --- --- --- --- --- ---
--------- --------- ------- --------- ------- ------- -----------
Total Assets 4,272,951 2,890,732 465,944 2,126,500 677,789 177,826 10,611,742
Employee Contributions Refundable --- --- --- --- --- ---
--------- --------- ------- --------- ------- ------- -----------
Net Assets Available for Benefits $4,272,951 $ 2,890,732 $ 465,944 $ 2,126,500 $ 677,789 $177,826 $10,611,742
--------- --------- ------- --------- ------- ------- -----------
--------- --------- ------- --------- ------- ------- -----------
</TABLE>
See accompanying notes to financial statements.
-3-
<PAGE>
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS WITH FUND INFORMATION
DECEMBER 31, 1996
<TABLE>
<CAPTION>
MONEY ASSET
EQUITY MARKET MANAGEMENT BOND LOAN
STOCK FUND INDEX FUND FUND FUND FUND FUND TOTAL FUNDS
---------- ---------- ---------- ---------- ---------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
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
--------- --------- ------- --------- ------- ------- -----------
--------- --------- ------- --------- ------- ------- -----------
</TABLE>
See accompanying notes to financial statements.
-4-
<PAGE>
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, 1997
<TABLE>
<CAPTION>
ASSET
EQUITY MONEY MANAGEMENT
STOCK FUND INDEX FUND MARKET FUND FUND BOND FUND LOAN FUND TOTAL FUNDS
---------- ---------- ----------- ----------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Participant Contributions $ 5,771 $ 11,476 $ 1,085 $ 6,453 $ 3,633 $ $ 28,418
Employer Contributions --- ---
Net Change in Fair Value Including
Realized Gain (Loss) 483,663 778,605 408,691 59,507 1,730,466
Investment Income --- 65 28,398 71 1 13,524 42,059
--------- --------- ------- --------- -------- ------- -----------
Total Additions 489,434 790,146 29,483 415,215 63,141 13,524 1,800,943
Withdrawals by Participants 272,752 360,768 32,440 322,511 76,758 23,579 1,088,808
--------- --------- ------- --------- -------- ------- -----------
Net Increase (Decrease) Prior to 216,682 429,378 (2,957) 92,704 (13,617) (10,055) 712,135
Transfers
Net Transfers From Other Plans --- --- 82,167 --- --- 82,167
Interfund Transfers (17,493) 110,388 (75,261) 60,504 (106,229) 28,091 --
--------- --------- ------- --------- -------- ------- -----------
Increase (Decrease) in Net Assets
Available for Benefits 199,189 539,766 3,949 153,208 (119,846) 18,036 794,302
Net Assets Available for Benefits:
Beginning of Year 4,073,762 2,350,966 461,995 1,973,292 797,635 159,790 9,817,440
--------- --------- ------- --------- -------- ------- -----------
End of Year $4,272,951 $2,890,732 $465,944 $2,126,500 $677,789 $177,826 $10,611,742
--------- --------- ------- --------- -------- ------- -----------
--------- --------- ------- --------- -------- ------- -----------
</TABLE>
See accompanying notes to financial statements.
-5-
<PAGE>
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1997 AND 1996
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"). 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, Plan
participants became 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.
-6-
<PAGE>
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.
Forfeitures are used to reduce future employer contributions.
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 1/2. 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.
-7-
<PAGE>
INVESTMENT OPTIONS
The Plan provides five investment funds for the remaining participant
accounts, 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 change their investment elections quarterly.
Under the Plan, employer matching contributions have been invested only in
the Stock Fund. 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").
-8-
<PAGE>
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 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.
-9-
<PAGE>
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,
1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
---- ----
<S> <C> <C>
Stock Fund 731 850
Equity Index Fund 565 652
Money Market Fund 236 284
Asset Management Fund 518 612
Bond Fund 315 398
</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 Ceridian,
transactions between the Plan and Ceridian, if any, are exempt from being
considered as prohibited transactions under ERISA section 408(b).
-10-
<PAGE>
SCHEDULE I
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1997
<TABLE>
<CAPTION>
DESCRIPTION OF INVESTMENT
INCLUDING MATURITY DATE,
IDENTITY OF ISSUER, BORROWER, RATE OF INTEREST, COLLATERAL, CURRENT
LESSOR, OR SIMILAR PARTY PAR OR MATURITY VALUE COST VALUE
------------------------------- ---------------------------------- --------------- --------------
<S> <C> <C> <C>
* Ceridian Corporation Common stock $ 2,124,464 $ 4,272,951
* Bankers Trust Equity Index Fund 1,634,206 2,890,732
* Bankers Trust Money Market Fund 465,944 465,944
* Bankers Trust Asset Management Fund 1,361,908 2,126,500
* Bankers Trust Bond Fund 547,908 677,789
* Various plan participants Participant loans - payable
up to five years, interest
rates ranging from 7.0%
to 10.0% 177,826 177,826
--------- ----------
Total assets held for investment
purposes $ 6,312,256 $ 10,611,742
--------- ----------
--------- ----------
</TABLE>
* Represents a party-in-interest.
See Independent Auditors' Report.
-11-
<PAGE>
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, 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>
BT Pyramid Equity Index Fund** $ 218,112 $ 508,618 $ 205,451
(Equity Index Fund)
BT Pyramid Asset Management Fund** 76,700 338,908 105,333
(Asset Management Fund)
BT Pyramid Discretionary Cash Fund** 594,601 597,316 --
(All Funds)
Stock Fund*** 68,069 365,838 153,032
</TABLE>
*Information on total number of purchases and total number of sales is not
readily available from the Plan's trustee.
**Since these transactions are with Bankers Trust of New York, the Plan's
trustee, they are with a party-in-interest.
***Since these transactions are with Ceridian, owner of 100% of the common stock
of the Company, they are with a party-in-interest.
See Independent Auditors' Report
-12-
<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.
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
By: Comdata Holdings Corporation, Plan Administrator
Date: June 26, 1998 By: /s/ Russ Follis
---------------------------------------------
Russ Follis
Senior Vice President, Human Resources and
Administration
-13-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Code
------- ----------- ----
<S> <C> <C>
23.01 Consent of Independent Auditors E
</TABLE>
Legend: (E) Electronic Filing
(IBR) Incorporated by reference from previous filing
-14-
<PAGE>
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 23,
1998, 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, 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 Comdata Holdings
Corporation 401(K) Savings and Retirement Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 26, 1998
-15-
