-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SWQeXyxlD72BP6sHRWSrkUOCr5hwsc7FJWRiRs/EwNxj9pjtpGtuCMd3xgvuGKlt 8rfBLGTMEn8TW1jP33/TnQ== 0000109758-96-000017.txt : 19960814 0000109758-96-000017.hdr.sgml : 19960814 ACCESSION NUMBER: 0000109758-96-000017 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: CSE SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CERIDIAN CORP CENTRAL INDEX KEY: 0000109758 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC COMPUTERS [3571] IRS NUMBER: 520278528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-01969 FILM NUMBER: 96610632 BUSINESS ADDRESS: STREET 1: 8100 34TH AVE S CITY: MINNEAPOLIS STATE: MN ZIP: 55425 BUSINESS PHONE: 6128538100 FORMER COMPANY: FORMER CONFORMED NAME: CONTROL DATA CORP /DE/ DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: COMMERCIAL CREDIT CO DATE OF NAME CHANGE: 19680910 10-Q 1 10-Q 06/30/96 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C., 20549 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1996 Commission file number 1-1969 CERIDIAN CORPORATION (Exact name of registrant as specified in its charter) Delaware 52-0278528 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 8100 34th Avenue South, Minneapolis, Minnesota 55425 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (612)853-8100 (Former name, former address and former fiscal year if changed from last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO The number of shares of registrant's Common Stock, par value $.50 per share, outstanding as of July 31, 1996, was 68,569,945. CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q INDEX Pages Part I. Financial Information Item 1. Financial Statements Consolidated Statements of Operations for the three and six month periods ended June 30, 1996 and 1995 ................................. 3 Consolidated Balance Sheets as of June 30, 1996 and December 31, 1995 .................... 4 Consolidated Statements of Cash Flows for the six month periods ended June 30, 1996 and 1995 ............. 5 Notes to Consolidated Financial Statements ............. 6-9 In the opinion of the Company, the unaudited consolidated financial statements reflect all adjustments (consisting only of normal recurring accruals, except as set forth in the notes to consolidated financial statements) necessary to present fairly the financial position as of June 30, 1996, and results of operations for the three and six month periods and cash flows for the six month periods ended June 30, 1996 and 1995. The results of operations for the six month period ended June 30, 1996, are not necessarily indicative of the results to be expected for the full year. The consolidated financial statements should be read in conjunction with the notes to consolidated financial statements. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations ................ 10-13 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K ................... 14 Signature ........................................................ 15 - 2 - FORM 10-Q PART I. FINANCIAL INFORMATION ITEM I. FINANCIAL STATEMENTS
CONSOLIDATED STATEMENTS OF OPERATIONS Ceridian Corporation (Unaudited) and Subsidiaries For Periods Ended June 30, Three Months Six Months 1996 1995 1996 1995 (Dollars in millions, except per share data) Revenue Product sales $ 154.4 $ 138.5 $ 300.7 $ 279.9 Services 207.1 188.9 429.8 373.7 Total 361.5 327.4 730.5 653.6 Cost of revenue Product sales 108.5 101.1 216.2 209.2 Services 109.1 97.3 217.2 184.8 Total 217.6 198.4 433.4 394.0 Gross profit 143.9 129.0 297.1 259.6 Operating expenses Selling, general and administrative 81.3 74.7 164.5 146.9 Research and development 16.4 13.8 32.9 28.0 Other expense (income) 1.1 0.7 1.9 0.2 Earnings before interest and taxes 45.1 39.8 97.8 84.5 Interest income 1.9 2.9 3.8 5.6 Interest expense (2.6) (7.9) (5.7) (15.6) Earnings before income taxes 44.4 34.8 95.9 74.5 Income tax provision 3.6 5.5 7.7 9.8 Net earnings $ 40.8 $ 29.3 $ 88.2 $ 64.7 Primary earnings per share $ 0.53 $ 0.38 $ 1.16 $ 0.85 Fully diluted earnings per share $ 0.50 $ 0.37 $ 1.09 $ 0.82 Weighted average common shares and equivalents (000's) Primary 70,634 69,042 70,428 68,887 Fully diluted 81,018 79,426 80,812 79,271 See notes to consolidated financial statements.
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FORM 10-Q CONSOLIDATED Ceridian Corporation BALANCE SHEETS (Unaudited) and Subsidiaries June 30, December 31, Assets 1996 1995 (In Millions) Cash and equivalents $ 126.0 $ 151.7 Trade and other receivables, net 409.5 372.8 Inventories 40.3 30.4 Other current assets 15.3 15.9 Total current assets 591.1 570.8 Investments and advances 12.5 6.9 Property, plant and equipment, net 122.0 120.9 Goodwill and other intangibles, net 260.8 262.6 Software and development costs, net 91.8 72.6 Prepaid pension cost 94.4 88.6 Other noncurrent assets 3.7 3.7 Total assets $1,176.3 $1,126.1 Liabilities And Stockholders' Equity Short-term debt and current portion of long-term obligations 2.7 4.6 Accounts payable 58.5 54.4 Drafts and settlements payable 158.8 146.3 Customer advances 92.7 73.7 Deferred income 93.6 90.1 Accrued taxes 70.6 68.7 Employee compensation and benefits 54.9 63.6 Restructure reserves, current portion 16.5 19.2 Other accrued expenses 90.1 85.0 Total current liabilities 638.4 605.6 Long-term obligations, less current portion 142.7 205.3 Deferred income taxes 8.5 7.1 Restructure reserves, less current portion 45.9 51.2 Employee benefit plans 75.2 78.7 Deferred income and other noncurrent liabilities 17.4 28.2 Stockholders' equity 248.2 150.0 Total liabilities and stockholders' equity $1,176.3 $1,126.1 See notes to consolidated financial statements.
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FORM 10-Q CONSOLIDATED STATEMENTS OF Ceridian Corporation CASH FLOWS (Unaudited) and Subsidiaries For Periods Ended June 30, Six Months 1996 1995 (In Millions) CASH FLOWS FROM OPERATING ACTIVITIES Net earnings $ 88.2 $ 64.7 Adjustments to reconcile net earnings to net cash provided by (used for) operating activities: Depreciation and amortization of capital and deferred assets 33.9 28.0 Restructure reserves utilized (8.4) (15.6) Net change in working capital items: Trade and other receivables (37.8) (12.9) Other current assets (9.2) (10.0) Drafts and settlements 12.5 (16.1) Customer advances and deferred income 22.2 49.2 Other current liabilities (5.0) 0.2 Other (10.4) (2.3) Net cash provided by (used for) operating activities 86.0 85.2 CASH FLOWS FROM INVESTING ACTIVITIES Expended for capital assets (23.9) (26.5) Expended for deferred software (23.4) (18.7) Expended for business acquisitions (10.1) (22.7) Short-term investments - (29.9) Proceeds from sales of businesses and assets 7.3 3.0 Other 0.3 0.3 Net cash provided by (used for) investing activities (49.8) (94.5) CASH FLOWS FROM FINANCING ACTIVITIES Revolving credit and overdrafts, net (59.0) 10.7 Borrowings of other debt - 2.6 Repayment of other debt (5.4) (10.9) Preferred stock dividends (6.5) (6.5) Exercise of stock options and other 9.0 3.9 Net cash provided by (used for) financing activities (61.9) (0.2) Effect of exchange rate changes on cash - 0.2 NET CASH PROVIDED (USED) (25.7) (9.3) Cash and equivalents at beginning of period 151.7 137.8 Cash and equivalents at end of period $ 126.0 $ 128.5 See notes to consolidated financial statements.
- 5 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 1996 (Dollars in millions) (Unaudited) Capital and Deferred Assets June 30, December 31, 1996 1995 Property, Plant and Equipment Land $ 2.8 $ 3.0 Machinery and equipment 244.4 236.0 Buildings and improvements 76.1 79.4 Construction in progress 5.4 4.9 328.7 323.3 Accumulated depreciation (206.7) (202.4) Property, plant and equipment, net $ 122.0 $ 120.9 Goodwill and Other Intangibles Goodwill $ 224.4 $ 220.3 Accumulated amortization (33.6) (27.6) Goodwill, net 190.8 192.7 Other intangible assets 78.5 78.8 Accumulated amortization (8.5) (8.9) Other intangibles, net 70.0 69.9 Goodwill and other intangibles, net $ 260.8 $ 262.6 Software and Development Costs Purchased software $ 35.6 $ 34.0 CII development cost 65.4 44.2 Other software development cost 19.4 18.5 120.4 96.7 Accumulated amortization (28.6) (24.1) Software and development costs, net $ 91.8 $ 72.6 For Periods Ended June 30, Six Months Depreciation and Amortization of Capital and Deferred Assets 1996 1995 Depreciation and amortization of capital assets $ 21.9 $ 19.2 Amortization of goodwill 6.0 5.0 Amortization of other intangibles 2.6 1.1 Amortization of software and development costs 4.7 3.3 Other (1.3) (0.6) Total $ 33.9 $ 28.0 - 6 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 1996 (Dollars in millions) (Unaudited)
STOCKHOLDERS' EQUITY June 30, December 31, 1996 1995 5-1/2% Cumulative Convertible Exchangeable Preferred Stock, $100 par value (liquidation preference of $236.0) Shares issued and outstanding 47,200 $ 4.7 $ 4.7 Common Stock Par value - $.50 Shares authorized - 200,000,000 Shares issued - 68,710,319 and 67,325,372 34.4 33.7 Shares outstanding - 68,687,094 and 67,277,436 Additional paid-in capital 1,126.8 1,106.6 Accumulated deficit (882.2) (963.9) Foreign currency translation adjustments (4.1) (2.4) Restricted stock awards (25.0) (21.9) Pension liability adjustment (5.2) (5.2) Treasury stock, at cost (23,225 and 47,936 common shares) (1.2) (1.6) Total stockholders' equity $ 248.2 $ 150.0
Net cash inflows from exercise of employee stock options and other equity transactions during the first six months of 1996 were $9.0. Proceeds included $17.2 from stock options and $2.8 from purchases by employees under the Company's Employee Stock Purchase Plan. Also during this period, the Company repurchased 237,886 shares of its common stock for $11.0 million, or an average price of $46.19 per share, in accordance with a repurchase program authorized in 1994. Included in these shares were 111,095 repurchased from Company executives to facilitate their payment of personal income taxes in connection with a performance restricted stock plan initiated in 1994. - 7 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 1996 (Dollars in millions) (Unaudited)
RECEIVABLES June 30, December 31, 1996 1995 Trade and Other Receivables, Net: Trade, less allowance of $12.1 and $12.4 $ 302.8 $ 278.9 Unbilled 97.6 86.5 Other 9.1 7.4 Total $ 409.5 $ 372.8
RESTRUCTURE RESERVES Bal Bal Dec 31, June 30, 1995 Adds Paid Other 1996 Severance and Related Costs $ 7.3 $ -- $ 2.2 $ -- $ 5.1 Equipment Lease Termination 0.6 -- 0.1 -- 0.5 Vacant Space 18.2 -- 3.9 0.2 14.5 Costs to Dispose of Businesses 2.0 -- 0.4 0.2 1.8 Legal Costs 13.2 -- 1.1 -- 12.1 Environmental Costs 12.5 -- 0.6 -- 11.9 Duplicate Processing/Support 1.1 -- -- -- 1.1 Other 15.5 -- 0.1 -- 15.4 Total $70.4 $ -- $ 8.4 $ 0.4 $62.4 - 8 - FORM 10-Q CERIDIAN CORPORATION AND SUBSIDIARIES Notes to Consolidated Financial Statements June 30, 1996 (Dollars in millions) (Unaudited) INVESTING ACTIVITY During the first half of 1996, Ceridian acquired several small businesses related to its Information Services operations. In January, the Company purchased for cash the assets of Information Learning Systems Inc., a provider of human resources management expert systems which had 1995 revenue of $2.5. In February, the Company acquired all of the outstanding stock of EAS Technologies, Inc., a provider of advanced automated time and attendance software solutions which had 1995 revenue of $3.1, in a transaction accounted for by the pooling-of-interests method. Prior year financial statements were not restated due to lack of materiality. In March, the Company acquired in a stock-for-stock transaction a minority equity interest in International Automated Energy Systems, Inc., ("IAES") a provider of fuel management and payment systems for local fleets, which will be associated with the Company's Comdata subsidiary. The acquisition agreement also provided for advances to IAES by Ceridian during 1996 of up to $6.5, repayable by the end of 2000, and an option to Ceridian (which must be exercised under certain circumstances) to acquire the remaining equity of IAES during 1997 in a transaction which would then be accounted for by the pooling-of-interests method. In June, the Company purchased for cash the assets of the Compower payroll processing services business in the United Kingdom, which had 1995 revenue of $6.0. The aggregate consideration for these acquisitions consisted of $6.4 in cash and 303,786 shares of the Company's common stock. Results of operations and cash flows for 1995 have been restated for the acquisitions of Resumix, Inc. and Comdata Holdings Corporation in August and December 1995, respectively, which were accounted for by the pooling-of-interests method. - 9 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q June 30, 1996 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations The statements regarding the outlook for Ceridian Corporation (the "Company") contained in this section are forward-looking statements based on current expectations, and entail various risks and uncertainties that could cause actual results to differ materially from those expressed in such forward-looking statements. Important factors known to the Company that could cause such material differences are discussed below and under the caption "1996 Financial Outlook" contained in the "Management's Discussion and Analysis of Results of Operations and Financial Condition" contained in Part II, Item 7 of the Company's Annual Report on Form 10-K for the year ended December 31, 1995, which discussion is incorporated herein by reference. Results of Operations Revenue. Revenue for the Company, its two industry segments and the businesses that comprise those segments is as follows: Periods Ended June 30, Three Months Six Months 1996 1995 1996 1995 (Dollars in millions) Information Services Segment Arbitron $ 39.4 $ 36.4 $ 75.5 $ 64.6 Human Resources Group 114.4 95.3 241.0 201.2 Comdata 72.5 68.5 144.0 131.5 Total Information Services 226.3 200.2 460.5 397.3 Defense Electronics Segment Computing Devices International 135.2 127.2 270.0 256.3 Total Revenue $ 361.5 $ 327.4 $ 730.5 $ 653.6 About one-half of the 20% revenue growth in the Human Resources Group ("HRG") in the three and six-month comparisons was due to acquisitions, primarily Centre-file. Apart from acquisitions and after adjusting for the 1996 decrease in the average annual yield on tax filing deposits, HRG's revenue increased 9.4% and 9.7% in the quarterly and year-to-date comparisons, respectively. Comdata's revenue increased 5.8% and 9.5% in the three and six month comparisons, with a small portion of the six month increase reflecting the net effect of the first quarter 1995 acquisition of Trendar and sale of the retail services division. The internal revenue growth in Comdata reflected 9.5% and 8.7% revenue growth from transportation services in the quarterly and year-to-date comparisons, respectively, and 0.7% and 9.6% revenue growth from gaming services over the same periods. The revenue growth from transportation services was primarily due to an increase in funds transfer transactions as well as increased demand for fuel desk automation systems and telecommunications services. The quarterly comparison of revenue from - 10 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q June 30, 1996 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) gaming services primarily reflected slower growth in the gaming industry generally and in Comdata's new gaming accounts, and a second quarter 1996 increase in the merchant discount on credit card cash advances, which is netted against revenue. Comdata is implementing various measures,including price increases, to mitigate or eliminate the effect of this merchant discount increase. Revenue from ATM transactions increased significantly in the three and six month comparisons, reflecting the expansion of the ATM network and the second quarter 1996 introduction of surcharges in connection with such transactions. Also contributing to Comdata's overall revenue growth was a $2.2 million increase in revenue year-to-date from unsettled transactions. Arbitron's revenue increased 8.4% and 16.9% in the quarterly and year- to-date comparisons, with somewhat more than a third and a half of the respective increases attributable to a change in the revenue recognition policy of the Scarborough Research Partnership ("SRP"). The balance of Arbitron's revenue increase was primarily due to growth in sales of radio audience measurement services and analytical software. Computing Devices' revenue increase in both the three and six month comparisons was due to its Canadian and United Kingdom operations. The revenue increase in the Canadian operations was due in large measure to ground system products, particularly a multi-year contract to develop and produce a reconnaissance system for a light armored vehicle. The increase in revenue from the United Kingdom operations was primarily due to a contract to provide ground systems for reconnaissance processing. Gross Margin. The Company's gross margin increase in each of the three and six month comparisons was due largely to the relatively greater revenue growth in the Information Services segment, which has higher gross margins. The six month comparison also benefited from gross margin improvement in Computing Devices from 20.3% to 22.0%, due largely to revenue mix in its U.S. operations. Information Services' gross margin decreased from 52.2% to 51.6% in the six month comparison, due largely to a decrease in Comdata's gross margin in the quarterly and year-to-date comparisons. The Comdata decrease was primarily due to a rate of increase in agent commissions paid to gaming locations in excess of the rate of growth in related revenue, and to greater revenue growth from fuel desk automation systems and telecommunications services, which have lower gross margins than most other aspects of Comdata's business. Operating Expenses. The Company's selling expense decreased from 14.1% and 14.0% of revenue in the second quarter and first half of 1995, respectively, to 13.0% of revenue in the comparable 1996 periods. This decrease was primarily attributable to HRG, reflecting increased concentration of Employer Services' sales and marketing efforts on medium- and large-sized employers, and generally lower selling expenses as a - 11 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q June 30, 1996 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) percentage of revenue in more recently acquired businesses. Partially offsetting this decrease was an increase in selling expenses as a percentage of revenue in Computing Devices, reflecting efforts to expand existing products and technologies into new markets, including human resource service offerings to potential government customers. The Company's general and administrative expenses increased from 8.6% and 8.5% of revenue in the second quarter and first half of 1995, respectively, to 9.5% percent of revenue in the comparable 1996 periods. This increase was attributable to the Information Services segment, primarily reflecting acquisitions made during 1995 and early 1996, including related amortization of goodwill and intangibles. The Company's research and development expenses increased from 4.2% and 4.3% of revenue in the second quarter and first half of 1995, respectively, to 4.5% percent of revenue in the comparable 1996 periods, reflecting development efforts related to payroll processing and client/server software. As a result of the testing and successful live processing of payrolls with the first version of the CII payroll processing software with a limited number of customers during the first half of 1996, the Company has determined that rather than separately testing and commercially releasing a second "interim" version of the CII software as had been originally anticipated, it would be more beneficial for both customers and the Company if the second version of the CII software tested and ultimately released were to include certain enhancements to increase its functionality as well as a client/server front-end that features open data base connectivity. Testing of this enhanced second version is expected to begin with a limited number of customers near the end of 1996 and continue in the first half of 1997. The systematic release of this enhanced CII software for use by new and existing customers, the amortization of the capitalized software costs associated with the CII development effort and the realization of operational efficiencies that may be associated with the new system are expected to be deferred accordingly. Earnings Before Interest and Taxes ("EBIT"). The Company's EBIT increased $5.1 million, or 12.8%, in the quarterly comparison and $13.1 million, or 15.5%, in the year-to-date comparison. Information Services' EBIT increased $3.4 million, or 10.2%, in the quarterly comparison, and $6.7 million, or 9.3%, in the year-to-date comparison. As a percentage of revenue, Information Services' EBIT decreased from 16.5% to 16.1% in the quarterly comparison, and from 18.1% to 17.0% in the year-to-date comparison. Computing Devices' EBIT increased $0.8 million, or 9.1%, in the quarterly comparison, and $3.4 million, or 21.2%, in the year-to-date comparison. As a percentage of revenue, Computing Devices' EBIT increased from 6.9% to 7.1% in the three month comparison, and from 6.3% to 7.3% in the six month comparison. - 12 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q June 30, 1996 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations (cont.) Interest Income and Expense and Taxes. The decrease in interest expense in the quarterly and year-to-date comparisons reflected lower levels of debt and lower interest rates, primarily as a result of the 1995 refinancing of Comdata's debt. The decrease in interest income reflected lower levels of cash and short-term investments in 1996. The decreases in the provisions for income taxes in the three and six month comparisons primarily represent the utilization of Ceridian's net operating loss carryforwards to shelter Comdata's 1996 income from U.S. federal income tax. Financial Condition With respect to operating cash flows, net earnings adjusted to a cash basis provided cash of $111.7 million in the first half of 1996 and $90.4 million in the first half of 1995. The increase in trade and other receivables in the first half of 1996 primarily reflected an increase in Comdata's receivables as compared to what is typically a seasonal low point at year-end, and an increase in Computing Devices' unbilled receivables. Partially offsetting the impact of this increase was the receipt in the second quarter 1996 of a $20.0 million customer advance as a result of Computing Devices achieving a performance milestone under the Iris contract. A similar advance had been received in June 1995. The most significant contributors to the decrease in cash used for investing activities in the six month comparison were the 1995 increase in short-term investments and the greater amount expended in 1995 to acquire businesses, primarily Trendar. The first half 1996 increase in expenditures for capitalized software primarily involved the CII software development effort. The cash used for financing activities during the first half of 1996 primarily involved the repayment of $60.0 million under the Company's revolving credit facility. Information regarding the cash impact of the Company's repurchases of its common stock and of stock option exercises during the first half of 1996 is contained in the financial statement note entitled "Stockholders' Equity." At June 30, 1996, $135.0 million in revolving loans and $1.4 million in standby letters of credit were outstanding under the Company's revolving credit facility. The applicable interest rate for loans under the credit facility varies, and at June 30, 1996 was 6.1%. At June 30, 1996, the Company was in compliance with all covenants contained in the credit facility, and would have been entitled to avail itself of an additional $158 million of borrowing under the permitted debt covenant in the credit facility. - 13 - CERIDIAN CORPORATION AND SUBSIDIARIES FORM 10-Q June 30, 1996 Part II. Other Information Item 6. Exhibits and Reports on Form 8-K (a) Exhibits. Exhibit Description Code 3 Certificate of Amendment of Restated Certificate of Incorporation E 11 Statement re computation of per share earnings E Legend: (E) Electronic Filing - 14 - SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Quarterly Report on Form 10-Q for the period ended June 30, 1996, to be signed on its behalf by the undersigned thereunto duly authorized. CERIDIAN CORPORATION Registrant Date: August 13, 1996 /s/L. D. Gross L. D. Gross Vice President and Corporate Controller (Principal Accounting Officer) - 15 - EX-3 2 AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION Exhibit 3 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF CERIDIAN CORPORATION Ceridian Corporation, a corporation organized and existing under and by virtue of the laws of the State of Delaware (the " Corporation"), pursuant to the provisions of the General Corporation Law of the State of Delaware (the `` DGCL''), DOES HEREBY CERTIFY that: FIRST: The Restated Certificate of Incorporation of the Corporation is hereby amended by deleting Paragraph A of Article IV of the Restated Certificate of Incorporation in its present form and substituting therefor a new Paragraph A of Article IV in the following form: A. The total number of shares of all classes of stock which the Corporation shall have authority to issue is Two Hundred Million, Seven Hundred Fifty Thousand (200,750,000), consisting of Seven Hundred Fifty Thousand (750,000) shares of preferred stock of the par value of One Hundred Dollars ($100.00) per share (the "Preferred Stock"), having a total par value of Seventy-Five Million Dollars ($75,000,000), and Two Hundred Million (200,000,000) shares of common stock of the par value of fifty cents ($.50) per share (the "Common Stock"), having a total par value of One Hundred Million Dollars ($100,000,000). SECOND: The amendment to the Restated Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL; (a) the Board of Directors of the Corporation having duly adopted resolutions on February 2, 1996 setting forth such amendment, declaring its advisability and directing that such amendment be submitted to the stockholders of the Corporation for their consideration and approval at the next annual meeting of stockholders, and (b) the stockholders of the Corporation having duly approved and adopted such amendment by a vote of the holders of a majority of the shares of outstanding stock of the Corporation entitled to vote thereon at the Corporation's 1996 annual meeting of stockholders duly held on May 8, 1996, upon notice in accordance with Section 222 of the DGCL. IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by John A. Haveman, its Vice President & Secretary, there unto duly authorized, and attested by Ann M. Curme, its Assistant Secretary, this twentieth day of May, 1996. Ceridian Corporation By: /s/ John A. Haveman John A. Haveman Vice President & Secretary ATTEST: /s/ Ann M. Curme Ann M. Curme Assistant Secretary EX-11 3 STATEMENT RE COMPUTATION OF PER SHARE EARNINGS Exhibit 11 CERIDIAN CORPORATION AND SUBSIDIARIES STATEMENT RE COMPUTATION OF PER SHARE EARNINGS (Amounts in millions, except per share data) For Periods Ended June 30, Three Months Six Months 1996 1995 1996 1995 Net earnings for common stockholders - primary $ 37.6 $ 26.1 $ 81.7 $ 58.2 Restore dividends on convertible preferred stock 3.2 3.2 6.5 6.5 Net earnings for fully diluted earnings per share $ 40.8 $ 29.3 $ 88.2 $ 64.7 Weighted average common shares outstanding 67,878 66,103 67,546 66,051 Common share equivalents from stock options and restricted stock awards 2,756 2,939 2,882 2,836 Weighted average common shares and equivalents outstanding - primary 70,634 69,042 70,428 68,887 Shares issuable assuming conversion of preferred stock 10,384 10,384 10,384 10,384 Weighted average common shares and equivalents outstanding - adjusted for full dilution 81,018 79,426 80,812 79,271 Net earnings for common stockholders - primary $ 37.6 $ 26.1 $ 81.7 $ 58.2 Weighted average common shares and equivalents outstanding - primary 70,634 69,042 70,428 68,887 Primary earnings per share $ 0.53 $ 0.38 $ 1.16 $ 0.85 Net earnings for fully diluted earnings per share $ 40.8 $ 29.3 $ 88.2 $ 64.7 Weighted average common shares and equivalents outstanding - adjusted for full dilution 81,018 79,426 80,812 79,271 Fully diluted earnings per share $ 0.50 $ 0.37 $ 1.09 $ 0.82
EX-27 4 ART. 5 FDS FOR 2ND QUARTER 10-Q
5 1000 Dec-31-1996 Jun-30-1996 6-MOS 126,000 0 421,600 12,100 40,300 591,100 0 0 1,176,300 638,400 142,700 34,400 0 4,700 209,100 1,176,300 300,700 730,500 216,200 433,400 1,900 0 5,700 95,900 7,700 88,200 0 0 0 88,200 1.16 1.09
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