<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, 1999
Commission File Number 1-1969
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
(Full title of the Plan)
CERIDIAN CORPORATION
(A Delaware Corporation)
3311 East Old Shakopee Road
Minneapolis, MN 55425
(Name and address of principal executive office of the
issuer of the securities held pursuant to the Plan)
8100 34th Avenue South, Minneapolis, Minnesota 55425
(Former name, former address and former fiscal year if
changed from last report)
IRS Employer Identification Number 52-0278528
<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
Statements of Net Assets Available for Benefits as of December 31, 1999 and 1998 3
Statements of Changes in Net Assets Available for
Benefits for the Years Ended December 31, 1999 and 1998 4
Notes to Financial Statements -
December 31, 1999 and 1998 5
SUPPLEMENTAL SCHEDULE
Schedule 1 - Schedule of Assets Held for Investment Purposes
at End of Year December 31, 1999 9
SIGNATURE 10
EXHIBITS
Exhibit Index 11
Exhibit 23.01 - Consent of Independent Auditors
Exhibit 99.01 - Ninth Declaration of Amendment
Exhibit 99.02 - Tenth Declaration of Amendment
Exhibit 99.03 - Eleventh Declaration of Amendment
</TABLE>
1
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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
of the Ceridian Corporation Savings and Investment Plan (the "Plan") as of
December 31, 1999 and 1998, and the related statements of changes in net assets
available for benefits for the years then ended. 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended, in conformity with accounting principles generally accepted in
the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
held for investment purposes is 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 is not a
required part of the basic financial statements. The supplemental schedule
has been subjected to the auditing procedures applied in the audits of the
basic financial statements and, in our opinion, is fairly stated in all
material respects in relation to the basic financial statements taken as a
whole.
/s/KPMG LLP
Minneapolis, Minnesota
June 16, 2000
2
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CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statements of Net Assets Available for Benefits
December 31, 1999 and 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
1999 1998
--------------------- ---------------------
<S> <C> <C>
Investments:
Ceridian Corporation
Common Stock $ 7,174 $ 4,449
T. Rowe Price Funds 85,349 59,867
Loans receivable
from participants 1,657 1,304
--------------------- ---------------------
Total investments 94,180 65,620
Cash 57 77
Employer contributions receivable 901 3,716
--------------------- ---------------------
Net assets available for benefits $ 95,138 $ 69,413
===================== =====================
</TABLE>
See accompanying notes to financial statements.
3
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CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Statements of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1999 and 1998
(Dollars in thousands)
<TABLE>
<CAPTION>
1999 1998
----------------------- ------------------------
<S> <C> <C>
Additions:
Additions to net assets attributed to:
Net appreciation (depreciation) on fair value of
investments including realized gains (losses) $ 3,418 $ 1,951
Interest 100 83
Dividends 5,412 3,567
----------------------- ------------------------
8,930 5,601
Contributions:
Participant 17,985 13,808
Employer 5,829 5,874
----------------------- ------------------------
23,814 19,682
----------------------- ------------------------
Total additions 32,744 25,283
Deductions:
Benefits paid to participants 14,922 12,247
----------------------- ------------------------
Net increase (decrease) before transfers 17,822 13,036
Net transfers (to) from other plans 7,903 (3,722)
----------------------- ------------------------
Increase (Decrease) in net assets available for benefits 25,725 9,314
Net assets available for benefits:
Beginning of year 69,413 60,099
----------------------- ------------------------
End of year $ 95,138 $ 69,413
======================= ========================
</TABLE>
See accompanying notes to financial statements.
4
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CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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, as amended (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 Consolidated Transaction
Reporting System of the New York Stock Exchange. 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
Costs and expenses of administering the Plan are paid by the
Company and affiliated companies who have adopted the Plan
("Adopting Affiliates").
5
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CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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>
Years of Employment Vested 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 $820,000 in 1999 and $103,000 in 1998.
6
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CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(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
1999 and 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 year to $10,000, and provided that no participant may make
salary deferral contributions to the Plan from pay in excess of
$160,000 for 1999 and 1998. These amounts are subject to periodic
adjustment for increases in the cost of living in accordance with
Treasury regulations. The Company and Adopting Affiliates made basic
monthly matching contributions totaling $4,928,000 for 1999 and
$2,158,000 for 1998 and declared a year-end performance matching
contributions of $901,000 and $3,716,000 for the respective years. The
basic monthly matching contributions were determined on the basis of
50% for 1999 and 25% for 1998 of a participant's salary deferral
contributions, up to a maximum of 6% of eligible compensation, and did
not require the satisfaction of performance criteria. The year-end
performance-based matching contribution resulted from the achievement
of certain Company economic performance criteria and amounted to 30%
for 1999 and 50% for 1998 of a participant's salary deferral
contributions during the year, up to a maximum of 6% of eligible
compensation, for participants who were employees on the last day of
the respective years.
(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% 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.
7
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CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
(7) 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.
(8) PARTY-IN-INTEREST
The 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).
(9) NET TRANSFERS TO OTHER PLANS
Net transfers from other plans of $7,903,000 in 1999 are due to the
transfer in of the accounts of participants of a predecessor plan of
the Company's Comdata subsidiary. Net transfers to other plans of
$3,722,000 in 1998 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 that year.
(10) INVESTMENTS
The following investments represent 5% or more of the Plan's net assets
available for plan benefits at December 31, 1999 and 1998 (dollars in
thousands):
<TABLE>
<CAPTION>
----------------------------------------------------------------
1999 1998
---- ----
<S> <C> <C>
Ceridian Stock $ 7,174 $ 4,449
New Horizons Fund 15,053 11,569
International Stock Fund 7,707 5,067
Capital Appreciation Fund 5,147 4,601
Equity Index 500 Fund 15,867 4,716
Balanced Fund 8,942 5,324
Equity Income Fund 12,902 12,221
Small-Cap Value Fund 5,948 5,180
Summit Cash Reserves Fund 11,676 9,252
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</TABLE>
8
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Schedule 1
CERIDIAN CORPORATION SAVINGS AND INVESTMENT PLAN
Schedule of Assets Held for Investment Purposes at End of Year
December 31, 1999
<TABLE>
<CAPTION>
Shares or Fair Market
Description Face Value Cost Value
--------------------------------------------- ---------------- --------------- -------------------
<S> <C> <C> <C>
Ceridian Corporation Common Stock * 332,703 $ 7,083,452 $ 7,173,914
T. Rowe Price New Horizons Fund ** 546,779 12,305,569 15,052,829
T. Rowe Price International Stock Fund ** 404,970 5,908,729 7,706,578
T. Rowe Price Capital Appreciation Fund ** 411,437 5,795,413 5,147,078
T. Rowe Price Equity Index 500 Fund ** 401,096 13,582,801 15,867,366
T. Rowe Price New Income Fund ** 258,396 2,248,367 2,108,511
T. Rowe Price Balanced Fund ** 454,141 7,722,544 8,942,038
T. Rowe Price Equity Income Fund ** 520,017 12,796,513 12,901,613
T. Rowe Price Small-Cap Value Fund ** 337,549 6,628,497 5,947,614
T. Rowe Price Summit Cash Reserve ** 11,675,661 11,675,661 11,675,661
Loans Receivable from Participants
(Range of interest rates 7.75.0% to 9.50%) 1,656,751 1,656,751
=============== ===================
$87,404,297 $94,179,953
=============== ===================
</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
9
<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, 2000
By: Ceridian Corporation
its Named Fiduciary
By: /s/ J. H. Grierson
---------------------------------
John H. Grierson
Vice President and Treasurer
10
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION CODE
<S> <C> <C>
23.01 Consent of Independent Auditors E
99.01 Ceridian Corporation Saving and Investment Plan -
Ninth Declaration of Amendment E
99.02 Ceridian Corporation Saving and Investment Plan -
Tenth Declaration of Amendment E
99.03 Ceridian Corporation Saving and Investment Plan -
Eleventh Declaration of Amendment E
</TABLE>
Legend: (E) Electronic Filing
11
