<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 PERSONAL 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
PERSONAL INVESTMENT PLAN
<TABLE>
<CAPTION>
INDEX TO FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
<S> <C>
FINANCIAL STATEMENTS Page Number
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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
</TABLE>
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<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
of the Ceridian Corporation Personal 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
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<PAGE>
CERIDIAN CORPORATION PERSONAL 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 $ 7,825 $ 12,165
T Rowe Price Funds 134,224 147,524
Loans receivable
from participants 1,396 1,698
-------- --------
Total investments 143,445 161,387
Cash 38 --
Employer contributions receivable 177 858
-------- --------
Net assets available for benefits $143,660 $162,245
======== ========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
CERIDIAN CORPORATION PERSONAL 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) $ 718 $ 7,260
Interest 109 146
Dividends 10,768 9,495
--------- ---------
11,595 16,901
Contributions:
Participant 5,601 5,419
Employer 1,078 1,353
--------- ---------
6,679 6,772
--------- ---------
Total additions 18,274 23,673
Deductions:
Benefits paid to participants 36,886 39,531
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Net increase (decrease) before transfers (18,612) (15,858)
Net transfers (to) from other plans 27 (17)
--------- ---------
Increase (Decrease) in net assets available for benefits (18,585) (15,875)
Net assets available for benefits:
Beginning of year 162,245 178,120
--------- ---------
End of year $ 143,660 $ 162,245
========= =========
</TABLE>
See accompanying notes to financial statements.
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<PAGE>
CERIDIAN CORPORATION PERSONAL 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 Personal 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").
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<PAGE>
CERIDIAN CORPORATION PERSONAL 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. Since January 1, 1995, only
those employees of the Company and Adopting Affiliates who are U.S.
citizens or resident aliens paid under the U.S. domestic payroll system
and participate in the Company's qualified defined benefit pension plan
are eligible to participate in the Plan. The Plan is administered by
the Company through its Director of Employee Benefits and through 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 contribution
and allocations of any employer contribution and Plan earnings, less
loans and withdrawals, based on the direction of the participant.
Participants are immediately vested in their contributions and employer
contributions, plus actual earnings thereon; therefore, there are no
forfeitures.
(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 $901,000 in 1999 and $495,000
in 1998 and declared year-end performance matching contributions of
$177,000 in 1999 and $858,000 in 1998.
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<PAGE>
CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN
Notes to Financial Statements
December 31, 1999 and 1998
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 3% 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 3% 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 of 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.
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<PAGE>
CERIDIAN CORPORATION PERSONAL 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 September 7, 1995 from the Internal Revenue
Service stating that the Plan continues to qualify 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) INVESTMENTS
The following table presents individual investment programs whose
carrying values represent 5% or more of the Plan's net assets available
for plan benefits at the end of each of the respective years (dollars
in thousands):
<TABLE>
<CAPTION>
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1999 1998
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<S> <C> <C>
Ceridian Stock Fund $7,825 $12,165
New Horizons Fund 30,349 30,708
International Stock Fund 9,797 8,635
Equity Index 500 Fund 11,819 N/A
New Income Fund N/A 10,309
Equity Income Fund 45,384 57,156
Summit Cash Reserves Fund 17,164 19,579
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</TABLE>
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<PAGE>
Schedule 1
CERIDIAN CORPORATION PERSONAL 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 * 362,898 $6,225,250 $ 7,824,984
T. Rowe Price New Horizons Fund ** 1,102,405 21,083,891 30,349,222
T. Rowe Price International Stock Fund ** 514,805 7,019,263 9,796,734
T. Rowe Price Capital Appreciation Fund ** 325,819 4,465,906 4,075,991
T. Rowe Price Equity Index 500 Fund ** 298,772 9,791,866 11,819,425
T. Rowe Price New Income Fund ** 831,316 7,311,208 6,783,542
T. Rowe Price Balanced Fund ** 275,144 4,185,750 5,417,577
T. Rowe Price Equity Income Fund ** 1,829,275 36,842,883 45,384,307
T. Rowe Price Small-Cap Value Fund ** 194,893 3,797,747 3,434,009
T. Rowe Price Summit Cash Reserve ** 17,163,510 17,163,510 17,163,510
Loans Receivable from Participants
(range of interest rates 6.0% to 9.0%) 1,395,870 1,395,870
----------------- ------------------
$119,283,144 $143,445,171
================= ==================
</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
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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.
CERIDIAN CORPORATION
PERSONAL INVESTMENT PLAN
Date: June 26, 2000
By: Ceridian Corporation
its Named Fiduciary
By: /s/J. H. Grierson
-------------------
John H. Grierson
Vice President and Treasurer
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<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Description Code
------- ----------- ----
<S> <C> <C>
23.01 Consent of Independent Auditors E
99.01 Ceridian Corporation Personal Investment Plan -
Ninth Declaration of Amendment E
</TABLE>
Legend: (E) Electronic Filing
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