<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, 1998
Commission File Number 1-1969
COMDATA HOLDINGS CORPORATION 401(K) SAVINGS AND RETIREMENT PLAN
(Full title of the Plan)
CERIDIAN CORPORATION
(A Delaware 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)
IRS Employer Identification Number 52-0278528
<PAGE>
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
FINANCIAL STATEMENTS AND SCHEDULES
DECEMBER 31, 1998 AND 1997
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, 1998 3
Statement of Net Assets Available for Benefits with Fund Information
as of December 31, 1997 4
Statement of Changes in Net Assets Available for Benefits with Fund
Information for the Year Ended December 31, 1998 5
NOTES TO FINANCIAL STATEMENTS 6
SUPPLEMENTAL SCHEDULES
Schedule I: Item 27a - Schedule of Assets Held for Investment
Purposes-December 31, 1998 11
Schedule II: Item 27d - Schedule of Reportable Transactions for the
Year Ended December 31, 1998 12
SIGNATURE 13
EXHIBITS
Exhibit Index 14
Exhibit 23.01 - Consent of Independent Auditors 15
</TABLE>
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<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, 1998 and 1997,
and the related statement of changes in net assets available for benefits
with fund information for the year ended December 31, 1998. 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, 1998 and 1997, and the changes in net assets available for benefits for
the year ended December 31, 1998, 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 statements 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 14, 1999
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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, 1998
<TABLE>
<CAPTION>
MONEY ASSET
EQUITY MARKET MANAGEMENT
STOCK FUND INDEX FUND FUND FUND BOND FUND LOAN FUND TOTAL FUNDS
---------- ---------- ------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Investments
Ceridian Corporation Common Stock $4,938,307 $ $ $ $ $ $ 4,938,307
Bankers Trust Funds 3,315,547 402,967 2,005,086 681,452 6,405,052
Loans Receivable from Participants 145,806 145,806
---------- ---------- ------- ---------- --------- --------- -----------
Total Investments 4,938,307 3,315,547 402,967 2,005,086 681,452 145,806 11,489,165
---------- ---------- ------- ---------- --------- --------- -----------
Receivables
Employer Contributions -- --
Employee Contributions -- -- -- -- -- -- --
---------- ---------- ------- ---------- --------- --------- -----------
Total Receivables -- -- -- -- -- -- --
---------- ---------- ------- ---------- --------- --------- -----------
Total Assets 4,938,307 3,315,547 402,967 2,005,086 681,452 145,806 11,489,165
Employee Contributions Refundable -- -- -- -- -- --
---------- ---------- ------- ---------- --------- --------- -----------
Net Assets Available for Benefits $4,938,307 $3,315,547 $402,967 $2,005,086 $681,452 $145,806 $11,489,165
---------- ---------- ------- ---------- --------- --------- -----------
---------- ---------- ------- ---------- --------- --------- -----------
</TABLE>
See accompanying notes to financial statements.
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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
STOCK FUND INDEX FUND FUND FUND BOND FUND LOAN 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.
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<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, 1998
<TABLE>
<CAPTION>
MONEY ASSET
EQUITY MARKET MANAGEMENT
STOCK FUND INDEX FUND FUND FUND BOND FUND LOAN FUND TOTAL FUNDS
---------- ---------- ---------- ---------- --------- --------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
Participant Contributions $ -- $ -- $ -- $ -- $ -- $ $ --
Employer Contributions -- --
Net Change in Fair Value
Including Realized Gain (Loss)
1,853,036 782,103 364,181 54,705 3,054,025
Investment Income -- 121 24,717 66 18 12,601 37,523
---------- ---------- -------- ---------- -------- -------- -----------
Total Additions 1,853,036 782,224 24,717 364,247 54,723 12,601 3,091,548
Withdrawals by Participants 1,017,226 569,737 60,421 466,014 76,937 24,305 2,214,640
---------- ---------- -------- ---------- -------- -------- -----------
Net Increase (Decrease) Prior
to Transfers 835,810 212,487 (35,704) (101,767) (22,214) (11,704) 876,908
Net Transfers From Other Plans -- -- 515 -- -- 515
Interfund Transfers (170,454) 212,328 (27,788) (19,647) 25,877 (20,316) --
---------- ---------- -------- ---------- -------- -------- -----------
Increase (Decrease) in Net Assets
Available for Benefits 665,356 424,815 (62,977) (121,414) 3,663 (32,020) 877,423
Net Assets Available for Benefits:
Beginning of Year 4,272,951 2,890,732 465,944 2,126,500 677,789 177,826 10,611,742
---------- ---------- -------- ---------- -------- -------- -----------
End of Year $4,938,307 $3,315,547 $402,967 $2,005,086 $681,452 $145,806 $11,489,165
---------- ---------- -------- ---------- -------- -------- -----------
---------- ---------- -------- ---------- -------- -------- -----------
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
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 Network, Inc.
("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
Effective June 1, 1999, the Plan Administrator transferred the net assets
available for benefit of participants of the Plan to the Ceridian
Corporation Savings and Investment Plan (the "SIP"), previously
designated as the successor plan, and merged the two plans. Plan
participants became eligible to participate in the SIP as of January 1,
1997.
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.
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<PAGE>
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.
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.
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<PAGE>
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").
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.
Also, see "Plan Succession" above.
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.
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<PAGE>
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.
The following investments represent 5% or more of the Plan's net assets
available for plan benefits at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Stock Fund $ 4,938,307 $ 4,272,951
Equity Index Fund 3,315,547 2,890,732
Asset Management Fund 2,005,086 2,126,500
Bond Fund 681,452 677,789
</TABLE>
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<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,
1998 and 1997 is as follows:
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Stock Fund 605 731
Equity Index Fund 472 565
Money Market Fund 190 236
Asset Management Fund 427 518
Bond Fund 270 315
</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 Comdata, 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).
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<PAGE>
SCHEDULE I
COMDATA HOLDINGS CORPORATION
401(K) SAVINGS AND RETIREMENT PLAN
ITEM 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
<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 $1,666,577 $ 4,938,307
* Bankers Trust Equity Index Fund 1,588,428 3,315,547
* Bankers Trust Money Market Fund 402,967 402,967
* Bankers Trust Asset Management Fund 1,086,112 2,005,086
* Bankers Trust Bond Fund 643,285 681,452
Various plan participants Participant loans - payable
up to five years, interest
rates ranging from 7.0% to
10.0%
145,806 145,806
---------- -----------
Total assets held for
investment purposes $5,533,175 $11,489,165
---------- -----------
---------- -----------
</TABLE>
* Represents a party-in-interest.
See Independent Auditors' Report.
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<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, 1998
<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** $304,309 $ 661,605 $311,509
(Equity Index Fund)
BT Pyramid Asset Management Fund** 23,623 509,228 209,799
(Asset Management Fund)
BT Pyramid Discretionary Cash Fund** 847,111 913,272 --
(All Funds)
BT Pyramid Short & Inter Bond Fund**
(Bond Fund) 696,534 747,577 146,419
Stock Fund*** 83,423 1,268,996 729,459
</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 Comdata, they are with a party-in-interest.
See Independent Auditors' Report
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<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 28, 1999 By: /s/Russ Follis
------------------------------
Russ Follis
Senior Vice President, Human Resources and
Administration
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Code
------- ----------- ----
<S> <C> <C>
23.01 Consent of Independent Auditors E
</TABLE>
Legend: (E) Electronic Filing
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<PAGE>
Draft 1, June 22, 1999
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 14,
1999, 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, 1998 and 1997, 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, 1998 which
report appears elsewhere in this December 31, 1998 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 28, 1999
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