<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
CERIDIAN CORPORATION SAVINGS AND INVESTMENT 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>
CERIDIAN CORPORATION
SAVINGS AND INVESTMENT PLAN
INDEX TO FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
<TABLE>
<CAPTION>
FINANCIAL STATEMENTS Page Number
- -------------------- -----------
<S> <C>
Independent Auditors' Report 2
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 -
December 31, 1998 and 1997 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
</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, 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
- 2 -
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statement of Net Assets Available for Benefits with Fund Information
December 31, 1998
(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 $4,449 $ -- $ -- $ -- $ -- $ --
T. Rowe
Price Funds -- 11,569 5,067 4,601 4,716 1,937
Loans Receivable
From
Participants -- -- -- -- -- --
------ ------- ------ ------ ------ ------
Total $4,449 11,569 5,067 4,601 4,716 1,937
Cash 77 -- -- -- -- --
Employer
Contributions
Receivable 295 505 273 225 431 77
------ ------- ------ ------ ------ ------
Net Assets
Available for
Benefits $4,821 $12,074 $5,340 $4,826 $5,147 $2,014
------ ------- ------ ------ ------ ------
------ ------- ------ ------ ------ ------
<CAPTION>
Summit
Equity Small-Cap Cash
Balanced Income Value Reserves Loan Total
-------- ------- --------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Investments:
Ceridian
Corporation
Common Stock $ -- $ -- $ -- $ -- $ -- $ 4,449
T. Rowe
Price Funds 5,324 12,221 5,180 9,252 -- 59,867
Loans Receivable
From
Participants -- -- -- -- 1,304 1,304
------ ------- ------ ------- ------ -------
Total 5,324 12,221 5,180 9,252 1,304 65,620
Cash -- -- -- -- -- 77
Employer
Contributions
Receivable 247 530 363 770 -- 3,716
------ ------- ------ ------- ------ -------
Net Assets
Available for
Benefits $5,571 $12,751 $5,543 $10,022 $1,304 $69,413
------ ------- ------ ------- ------ -------
------ ------- ------ ------- ------ -------
</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, 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.
- 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, 1998
(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>
Participant Contributions $ 745 $ 2,032 $ 992 $ 854 $1,302 $ 303
Employer Contributions 411 821 433 358 609 122
Net Change in Fair
Value Including Realized
Gain (Loss) 1,557 102 529 (433) 708 (50)
Investment Income
Dividends -- 594 185 683 50 141
Interest -- -- -- -- -- --
------ ------- ------ ------ ------ ------
Total Additions 2,713 3,549 2,139 1,462 2,669 516
Withdrawals by Participants 527 1,998 1,003 738 462 330
------ ------- ------ ------ ------ ------
Net Increase (Decrease)
prior to Transfers 2,186 1,551 1,136 724 2,207 186
Net Transfers (to)
from Other Plans (52) (455) (294) (332) (376) (66)
Interfund Transfers (211) (1,191) (361) 129 1,721 203
------ ------- ------ ------ ------ ------
Increase (Decrease) in
Net Assets Available
for Benefits 1,923 (95) 481 521 3,552 323
Net Assets Available
for Benefits:
Beginning of Year 2,898 12,169 4,859 4,305 1,595 1,691
------ ------- ------ ------ ------ ------
End of Year $4,821 $12,074 $5,340 $4,826 $5,147 $2,014
------ ------- ------ ------ ------ ------
------ ------- ------ ------ ------ ------
<CAPTION>
Summit
Equity Small-Cap Cash
Balanced Income Value Reserves Loan Total
-------- ------- --------- -------- ------ -------
<S> <C> <C> <C> <C> <C> <C>
Participant Contributions $ 845 $ 2,138 $ 1,605 $ 2,992 $ -- $13,808
Employer Contributions 374 845 609 1,292 -- 5,874
Net Change in Fair
Value Including Realized
Gain (Loss) 584 142 (1,188) -- -- 1,951
Investment Income
Dividends 157 937 366 454 -- 3,567
Interest -- -- -- -- 83 83
------ ------- ------- ------- ------ -------
Total Additions 1,960 4,062 1,392 4,738 83 25,283
Withdrawals by Participants 1,060 2,924 1,102 1,950 153 12,247
------ ------- ------- ------- ------ -------
Net Increase (Decrease)
prior to Transfers 900 1,138 290 2,788 (70) 13,036
Net Transfers (to)
from Other Plans (88) (735) (411) (842) (71) (3,722)
Interfund Transfers 132 (134) (321) (330) 363 --
------ ------- ------- ------- ------ -------
Increase (Decrease) in
Net Assets Available
for Benefits 944 269 (442) 1,616 222 9,314
Net Assets Available
for Benefits:
Beginning of Year 4,627 12,482 5,985 8,406 1,082 60,099
------ ------- ------- ------- ------ -------
End of Year $5,571 $12,751 $ 5,543 $10,022 $1,304 $69,413
------ ------- ------- ------- ------ -------
------ ------- ------- ------- ------ -------
</TABLE>
See accompanying notes to financial statements.
- 5 -
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(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
closing 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, 1998 and 1997
(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 $103,000 in 1998.
7
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(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
1998, 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 1998 Plan year to $10,000, 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 1998, the Company and Adopting Affiliates
made basic monthly matching contributions totaling $2,158,000 and
declared a year-end performance matching contribution of $3,716,000.
The basic monthly matching contributions in 1998 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 50% of a participant's salary
deferral contributions during 1998, up to a maximum of 6% of
compensation, for participants who were employees on December 31, 1998.
(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, 1998 and 1997
(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, 1998 and 1997
(8) 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>
Ceridian Stock Fund 865 772
New Horizons Fund 1,662 1,799
International Stock Fund 1,211 1,288
Capital Appreciation Fund 976 1,031
Equity Index 500 Fund 956 454
New Income Fund 505 486
Balanced Fund 1,088 1,033
Equity Income Fund 1,583 1,664
Small-Cap Value Fund 1,346 1,392
Summit Cash Reserve Fund 2,334 2,173
</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 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 TO OTHER PLANS
Net transfers to other plans of $3,722,000 are principally due to the
transfer out of the Plan of the accounts of participants from the
Company's Resumix, Inc. subsidiary, which was sold during 1998.
10
<PAGE>
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1998 and 1997
(12) SALE OF COMPUTING DEVICES INTERNATIONAL DIVISION
In connection with the sale by the Company 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.
(13) Investments
The following investments represent 5% or more of the Plan's net assets
available for plan benefits at December 31, 1998 and 1997 (dollars in
thousands):
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Ceridian Stock $ 4,821 $ N/A
New Horizons Fund 12,074 12,169
International Stock Fund 5,340 4,859
Capital Appreciation Fund 4,826 4,305
Equity Index 500 Fund 5,147 N/A
Balanced Fund 5,571 4,627
Equity Income Fund 12,751 12,482
Small-Cap Value Fund 5,543 5,985
Summit Cash Reserves Fund 10,022 8,406
</TABLE>
11
<PAGE>
Schedule 1
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Item 27a - Schedule of Assets Held
for Investment Purposes
December 31, 1998
(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 63,722 $ 2,828 $ 4,449
T. ROWE PRICE MUTUAL FUNDS**
New Horizons Fund 495,678 10,703 11,569
International Stock Fund 337,998 4,639 5,067
Capital Appreciation Fund 348,066 5,072 4,601
Equity Index 500 Fund 141,288 4,033 4,716
New Income Fund 219,833 1,962 1,937
Balanced Fund 286,388 4,331 5,324
Equity Income Fund 464,333 10,916 12,221
Small-Cap Value Fund 273,054 5,680 5,180
Summit Cash Reserves Fund 9,252,142 9,252 9,252
LOAN FUND
Loans Receivable from Participants
(Range of interest rates 6.0%
to 9.75%) -- 1,304 1,304
------- -------
$60,720 $65,620
------- -------
------- -------
</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, 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>
**T. Rowe Price
New Horizons Fund 3,205,510 3,345,277 268,321
**T. Rowe Price
International Stock
Fund 1,547,690 1,584,283 120,831
**T. Rowe Price
Capital Appreciation
Fund 2,026,778 1,079,618 38,984
**T. Rowe Price
Equity Index 500 Fund 3,312,574 722,640 58,454
**T. Rowe Price
Equity Income Fund 3,879,862 3,734,175 573,768
**T. Rowe Price
Small-Cap Value Fund 2,578,434 1,794,138 44,825
**T. Rowe Price
Summit Cash Reserves
Fund 4,786,972 3,177,076 --
</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 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 28, 1999
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
</TABLE>
Legend: (E) Electronic 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 14,
1999, 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, 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 Ceridian
Corporation Savings and Investment Plan.
/s/ KPMG Peat Marwick LLP
Minneapolis, Minnesota
June 28, 1999
16
