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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-Q/A
(Amendment No. 1)

(Mark One)

/x/
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2000

or

/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from                to               

Commission file number: 1-1969

CERIDIAN CORPORATION
(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	52-0278528 (IRS Employer Identification No.)
3311 East Old Shakopee Road, Minneapolis, Minnesota (Address of principal executive offices)	55425 (zip code)
Registrant's telephone number, including area code: (952) 853-8100

    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 April 30, 2000, was 144,946,835.

CERIDIAN CORPORATION AND SUBSIDIARIES
FORM 10-Q/A
EXPLANATORY NOTE

    This Amendment No. 1 to our Quarterly Report on Form 10-Q/A reflects certain changes in our accounting policies for consolidation and revenue recognition, and additional disclosures on unusual losses and in other notes to our consolidated financial statements as presented in Part I, Item 1. This amendment also reflects additional disclosures in Part I, Items 2 and 3 and corrects references to those consolidated financial statements appearing in Part I, Item 1. All information in this Form 10-Q/A is as of the filing date of the original Form 10-Q and does not reflect any subsequent information or events other than the aforementioned changes.

INDEX

			Pages
Part I.	Financial Information
	Item 1.	Financial Statements
		Consolidated Statements of Operations (Restated) for the three month periods ended March 31, 2000 and 1999	3
		Consolidated Balance Sheets (Restated) as of March 31, 2000 and December 31, 1999	4
		Consolidated Statements of Cash Flows (Restated) for the three month periods ended March 31, 2000 and 1999	5
		Notes to Consolidated Financial Statements (Restated)	6

    In the opinion of Ceridian Corporation ("Ceridian" or 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 Company's financial position as of March 31, 2000, and results of operations and cash flows for the three month periods ended March 31, 2000 and 1999.

    The results of operations for the three month period ended March 31, 2000, 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	12
	Item 3.	Quantitative and Qualitative Disclosure About Market Risk	17
Signature			18

2

FORM 10-Q/A

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

Ceridian Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF OPERATIONS (RESTATED)

(Unaudited)

(Dollars in millions, except per share data)

			For Periods Ended March 31, Three Months
			2000			1999
Revenue			$	365.2		$	322.5
Costs and Expenses
	Cost of revenue			164.2			142.2
	Selling, general and administrative			106.4			91.1
	Research and development			18.4			18.4
	Other expense (income)			32.2			1.5
		Total costs and expenses		321.2			253.2
Earnings before interest and taxes				44.0			69.3
	Interest income			1.0			1.7
	Interest expense			(9.9	)		(0.9	)
Earnings before income taxes				35.1			70.1
	Income tax provision			14.2			26.3
Net earnings			$	20.9		$	43.8
Basic earnings per share			$	0.14		$	0.30
Diluted earnings per share			$	0.14		$	0.29
Shares used in calculations (in 000's)
	Weighted average shares (basic)			144,787			144,086
	Dilutive securities			738			5,025
	Weighted average shares (diluted)			145,525			149,111
	Antidilutive shares excluded			13,702			17

See notes to consolidated financial statements.

3

FORM 10-Q/A

Ceridian Corporation
and Subsidiaries

CONSOLIDATED BALANCE SHEETS (RESTATED)

(Unaudited)

(Dollars in millions)

		March 31, 2000		December 31, 1999
Assets
Cash and equivalents		$	85.8	$	58.5
Short-term investments			22.0		22.0
Trade receivables, less allowance of $22.5 and $19.5			411.0		396.2
Other receivables			46.1		44.5
Current portion of deferred income taxes			108.8		95.0
Other current assets			27.1		24.8
	Total current assets		700.8		641.0
Property, plant and equipment, net			198.0		192.6
Goodwill, net			897.2		906.7
Other intangibles, net			132.0		137.7
Software and development costs, net			45.1		48.3
Prepaid pension cost			120.7		118.3
Deferred income taxes, less current portion			—		4.1
Other noncurrent assets			10.8		12.9
	Total assets	$	2,104.6	$	2,061.6
Liabilities and Stockholders' Equity
Short-term debt and current portion of long-term obligations		$	0.1	$	0.2
Accounts payable			39.6		45.7
Drafts and customer funds payable			174.9		136.9
Customer advances			14.9		14.6
Deferred income			64.3		78.0
Accrued taxes			69.5		74.8
Employee compensation and benefits			50.2		68.4
Other accrued expenses			104.5		74.2
	Total current liabilities		518.0		492.8
Long-term obligations, less current portion			591.0		611.1
Deferred income taxes			33.4		10.3
Employee benefit plans			77.4		77.7
Other noncurrent liabilities			46.5		57.5
Stockholders' equity			838.3		812.2
	Total liabilities and stockholders' equity	$	2,104.6	$	2,061.6

See notes to consolidated financial statements.

4

FORM 10-Q/A

Ceridian Corporation and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS (RESTATED)

(Unaudited)

(Dollars in millions)

			For Periods Ended March 31, Three Months
			2000			1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net earnings			$	20.9		$	43.8
Adjustments to reconcile net earnings to net cash provided by (used for) operating activities:
	Deferred income tax provision			13.4			23.9
	Depreciation and amortization			22.2			14.7
	Asset write-downs			18.3			—
	Other			1.0			2.6
	Net change in working capital items:
		Trade and other receivables		(17.6	)		(19.1	)
		Accounts payable		3.5			(5.9	)
		Drafts and customer funds payable		28.2			0.8
		Employee compensation and benefits		(18.4	)		(18.1	)
		Accrued taxes		(3.5	)		0.8
		Other current assets and liabilities		2.4			(6.6	)
	Net cash provided by operating activities			70.4			36.9
CASH FLOWS FROM INVESTING ACTIVITIES
Expended for property, plant and equipment				(19.6	)		(7.2	)
Expended for software and development costs				(5.0	)		(9.4	)
Expended for investments in and advances to businesses, less cash acquired				—			(20.3	)
Proceeds from sales of businesses and assets				1.9			0.2
	Net cash provided by (used for) investing activities			(22.7	)		(36.7	)
CASH FLOWS FROM FINANCING ACTIVITIES
Revolving credit and overdrafts, net				(2.1	)		(4.0	)
Repayment of other debt				(20.0	)		(0.1	)
Repurchase of stock				—			(0.1	)
Exercise of stock options and other				1.7			11.2
	Net cash provided by (used for) financing activities			(20.4	)		7.0
NET CASH PROVIDED (USED)				27.3			7.2
Cash and equivalents at beginning of period				58.5			101.6
Cash and equivalents at end of period			$	85.8		$	108.8

See notes to consolidated financial statements.

5

FORM 10-Q/A
CERIDIAN CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Restated)
March 31, 2000
(Dollars in millions, except per share data)
(Unaudited)

NEW ACCOUNTING PRONOUNCEMENTS

    Financial Accounting Standard No. 133 ("FAS 133"), "Accounting for Derivative Instruments and Hedging Activities," will become effective for Ceridian no later than January 1, 2001. FAS 133 requires all derivative securities to be recognized as assets or liabilities on the balance sheet and measured at fair value on a mark-to-market basis. Changes in the market value of derivative securities are to be reflected in the statement of operations for each reporting period. FAS 133 provides special hedge accounting procedures for derivative instruments that qualify as highly effective hedges of risks associated with designated assets or liabilities. Depending on the type of hedge, all or a portion of the change in the market value of a derivative security may be reported in accumulated other comprehensive income in the balance sheet, with the remainder recorded in the statement of operations.

    For Ceridian, FAS 133 applies to the interest rate collar arrangements maintained in order to limit the interest rate risk on invested customer deposits held in its U.S. tax filing and Canadian payroll trusts. Upon adoption of FAS 133, Ceridian expects to record a liability representing the fair value of the obligation related to interest rate collars outstanding at that date; a cumulative charge, net of income taxes, representing the portion of the collars determined to be ineffective in hedging the interest rate risk; and accumulated other comprehensive income, as a reduction of stockholders' equity, for the hedge-effective portion of the collars. These amounts are not expected to be material to the financial condition or results of operations of Ceridian. The carrying value of the interest rate collars will be adjusted to fair value on a monthly basis, with the changes in fair value recorded as described above.

    In March 2000, the Financial Accounting Standards Board issued Interpretation No. 44, "Accounting for Certain Transactions Involving Stock Compensation," an interpretation of APB Opinion No. 25 ("FIN No. 44"). The interpretation provides guidance for certain issues relating to stock compensation involving employees that arose in applying Opinion 25. Among other issues, FIN No. 44 clarifies (a) the definition of an employee for purposes of applying Opinion 25, (b) the criteria for determining whether a plan qualifies as a noncompensatory plan, (c) the accounting consequence of various modifications to the terms of a previously fixed stock option or award, and (d) the accounting for an exchange of stock compensation awards in a business combination. The provisions of FIN No. 44, were effective July 1, 2000, except for the provisions regarding modifications to fixed stock option awards which reduce the exercise price of an award, which apply to modifications made after December 15, 1998. Provisions regarding modifications to fixed stock option awards to add reload features apply to modifications made after January 12, 2000. Ceridian believes that it is in compliance with this guidance.

    Staff Accounting Bulletin No. 101 ("SAB 101"), amended as to effective date by SAB 101A, summarizes certain views of the SEC staff in applying generally accepted accounting principles to revenue recognition in financial statements. Aspects of SAB 101 relevant to Ceridian primarily concern the timing of the recognition of revenue and certain expenses related to arrangements that involve the receipt of nonrefundable, up-front fees. SAB 101 requires that in particular situations the nonrefundable fees and certain associated costs be recognized over the contractual term or average life of the underlying arrangement. Subject to SAB 101A, required implementation of SAB 101 has been deferred to the quarter beginning April 1, 2000. Ceridian does not expect SAB 101 to have a material impact on its financial condition or results of operations.

6

RESTATEMENT OF FINANCIAL STATEMENTS

    The accompanying consolidated financial statements do not include revenue, costs and expenses related to the Scarborough Research Group Partnership ("Scarborough"), which has been treated as an equity method investment. Accordingly, Ceridian recognizes its share of the Scarborough Partnership's earnings. Previously reported financial statements had included Scarborough in the Arbitron segment on a consolidated basis. In consideration of Emerging Issues Task Force Bulletin No. 96-16, effective in 1998, it was determined that the partnership should be accounted for as an equity method investment. Accordingly, revenues in the accompanying consolidated financial statements have been adjusted downward by $5.0 and $3.8 for the quarters ended March 31, 2000 and 1999, respectively, with no impact on net earnings.

    Ceridian determined that the revenue recognition policy of Arbitron should coincide with physical delivery of the market surveys, rather than to recognize revenue as billed which had been the previous policy. The change was made as the result of consideration of delivery issues raised by SEC Staff Accounting Bulletin No. 101. Considering actual delivery patterns of the market surveys, a portion of the revenues are for surveys that are delivered in the period following when they are billed. In the event that Arbitron did not deliver a survey, the amounts billed (and most often already paid) would be refunded. Actual experience of not delivering a survey is rare. Nonetheless, it was concluded that the change of revenue recognition to coincide with delivery of the market surveys was appropriate and accordingly, all periods reported by Ceridian have been restated to reflect this method. The impact of the deconsolidation of Scarborough and this restatement on revenue, net earnings and related net earnings per share amounts is as follows:

	For Periods Ended March 31,
	Three Months
	2000		1999
Revenue as previously reported	$	361.8	$	321.4
Revenue as restated	$	365.2	$	322.5
Net earnings as previously reported	$	16.8	$	41.8
Net earnings as restated		20.9		43.8
Basic earnings per share
Net earnings as previously reported	$	0.12	$	0.29
Net earnings as restated	$	0.14	$	0.30
Diluted earnings per share
Net earnings as previously reported	$	0.12	$	0.28
Net earnings as restated	$	0.14	$	0.29

OTHER EXPENSE (INCOME)

	For Periods Ended March 31, Three Months
	2000			1999
Asset write-downs	$	18.3		$	—
Accrued exit costs		12.2			—
Foreign currency translation expense (income)		—			0.1
Loss (gain) on sale of assets		0.1			—
Minority interest and equity in operations of affiliates		1.8			1.6
Other expense (income)		(0.2	)		(0.2	)
Total	$	32.2		$	1.5

    In March 2000, Ceridian approved plans to streamline management and improve customer service and the quality of operations, primarily in HRS, during 2000. These plans resulted from a review by

7

Ceridian executive and business unit management teams announced in January 2000. To the extent that certain costs related to these planned actions were appropriately recognized as liabilities upon approval of the plan or related to impairments of asset values identified in the current period, Ceridian recorded as other expense (income) charges of $44.7 in first quarter 2000. These charges include $26.4 of accrued exit costs and $18.3 for impairment of asset values ("asset write-downs"). Severance costs involve involuntary termination notices for approximately 500 employment positions, primarily in HRS. The other exit costs are incremental costs directly related to terminated activities and not to continuing operations, primarily the lease cost for idled facilities and contract termination fees. With the exception of costs related to long-term leases, payment of accrued exit costs is expected to take place by early 2001. Asset write-downs include the write-off of capitalized software amounts related to a software development contract that was terminated in the first quarter 2000, certain property and equipment abandoned at a number of idled facilities, and various goodwill and intangible asset balances with respect to two previous acquisitions. The impairment of goodwill and intangible assets considered situations in which the sum of related estimated future cash flows (undiscounted and without interest) was less than the carrying amount of such assets, including attributed portions of unallocated excess cost over net assets acquired. The amount of the impairment loss was the excess of the carrying amount of the impaired asset over the fair value of the asset. Generally, fair value represented the expected future cash flows from the use of the asset or group of assets, discounted at a rate commensurate with the risks involved.

    A summary of these charges is as follows:

		Other Cash Charges
Non-Cash Asset Write-offs		Severance		Contract Termination		Occupancy Costs		Total
$	18.3	$	16.4	$	1.3	$	8.7	$	44.7

    Through March 31, 2000, Ceridian paid $2.1 of accrued severance and $1.5 of other costs related to the above items.

    The following table presents the asset write-downs ("Net") with carrying value at cost ("Cost") and amount of accumulated depreciation and amortization ("AD&A") by class of asset. Depreciation and amortization recorded in 1999 on these assets was $2.9.

Asset Write-downs	Cost		AD&A			Net
Machinery and equipment	$	10.1	$	(7.4	)	$	2.7
Buildings and improvements		2.2		(1.5	)		0.7
Software development costs		12.6		(3.6	)		9.0
Total property, plant and equipment		24.9		(12.5	)		12.4
Goodwill		5.1		(1.8	)		3.3
Other intangibles		4.2		(1.6	)		2.6
Goodwill and other intangibles		9.3		(3.4	)		5.9
Total	$	34.2	$	(15.9	)	$	18.3

    With respect to accrued amounts related to certain actions taken by Ceridian in 1997, as described in Note C to Ceridian's 1999 consolidated financial statements included in Ceridian's Annual Report on Form 10-K as amended, Ceridian paid $2.5 of accrued costs related to legal proceedings and idled facilities during the quarter ended March 31, 2000. Additionally, during first quarter 2000, Ceridian credited other expense (income) with a recovery of $14.2 of unused accruals established in connection with these 1997 actions. This recovery relates to the reversal of the amount accrued in excess of the settlement amount for the securities litigation matter related to CII software project termination for which the U.S. District Court approved the finalized settlement on March 31, 2000.

8

STOCKHOLDERS' EQUITY

			March 31, 2000			December 31, 1999
Common Stock
	Par value—$.50
	Shares authorized—500,000,000
	Shares issued—161,685,596 and 161,685,596		$	80.8		$	80.8
	Shares outstanding—144,877,668 and 144,734,368
Additional paid-in capital				1,125.5			1,126.2
Retained earnings				2.4			(18.4	)
Treasury stock, at cost (16,807,928 and 16,951,228 common shares)				(361.6	)		(364.6	)
Accumulated other comprehensive income:
	Cumulative translation adjustment			(0.2	)		(3.2	)
	Pension liability adjustment			(8.6	)		(8.6	)
		Total stockholders' equity	$	838.3		$	812.2

COMPREHENSIVE INCOME (LOSS)

		For Periods Ended March 31, Three Months
		2000		1999
Net income		$	20.9	$	43.8
Items of other comprehensive income:
	Change in foreign currency translation adjustment		3.0		(0.2	)
Comprehensive income		$	23.9	$	43.6

9

CAPITAL ASSETS

	March 31, 2000			December 31, 1999
Property, Plant and Equipment
Land	$	14.8		$	14.8
Machinery and equipment		227.2			233.6
Buildings and improvements		64.7			65.4
Construction in progress		67.6			54.7
		374.3			368.5
Accumulated depreciation		(176.3	)		(175.9	)
Property, plant and equipment, net	$	198.0		$	192.6
Goodwill
Goodwill	$	968.1		$	970.6
Accumulated amortization		(70.9	)		(63.9	)
Goodwill, net	$	897.2		$	906.7
Other Intangibles
Customer lists	$	32.7		$	32.1
Trademarks		49.3			49.3
Technology		38.4			42.6
Other		40.5			40.5
Total other intangible assets		160.9			164.5
Accumulated amortization		(28.9	)		(26.8	)
Other intangibles assets, net	$	132.0		$	137.7
Software and Development Costs
Purchased software	$	36.3		$	33.9
Software development cost		41.3			45.7
		77.6			79.6
Accumulated amortization		(32.5	)		(31.3	)
Software and development costs, net	$	45.1		$	48.3

		For Periods Ended March 31, Three Months
Depreciation and Amortization		2000			1999
Depreciation and amortization of property, plant and equipment		$	10.0		$	8.8
Amortization of goodwill			8.7			4.5
Amortization of other intangibles			3.7			1.8
Amortization of software and development costs			2.2			1.6
Pension credit			(2.4	)		(2.0	)
	Total	$	22.2		$	14.7

10

SEGMENT DATA

	For Periods Ended March 31, Three Months
	2000			1999
Human Resource Services
Revenue	$	233.9		$	204.3
EBIT before unusual charges and gains	$	35.4		$	36.7
Unusual (charges) gains		(37.0	)		—
EBIT	$	(1.6	)	$	36.7
Total assets at March 31 and December 31	$	1,292.5		$	1,296.4
Comdata
Revenue	$	75.8		$	67.5
EBIT before unusual charges and gains	$	14.9		$	12.3
Unusual (charges) gains		(2.6	)		—
EBIT	$	12.3		$	12.3
Total assets at March 31 and December 31	$	479.7		$	468.4
Arbitron
Revenue	$	55.5		$	50.7
EBIT before unusual charges and gains	$	24.2		$	20.3
Unusual (charges) gains		—			—
EBIT	$	24.2		$	20.3
Total assets at March 31 and December 31	$	56.2		$	73.1
Other
Revenue	$	—		$	—
EBIT before unusual charges and gains	$	—		$	—
Unusual (charges) gains		9.1			—
EBIT	$	9.1		$	—
Total assets at March 31 and December 31	$	276.2		$	223.7
Total Ceridian
Revenue	$	365.2		$	322.5
EBIT before unusual charges and gains	$	74.5		$	69.3
Unusual (charges) gains		(30.5	)		—
EBIT	$	44.0		$	69.3
Total assets at March 31 and December 31	$	2,104.6		$	2,061.6

11

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This amendment to our quarterly report on Form 10-Q/A contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. The statements regarding Ceridian Corporation contained in this report that are not historical in nature, particularly those that utilize terminology such as "may," "will," "should," "likely," "expects," "anticipates," "estimates," "believes" or "plans," or comparable terminology, are forward-looking statements based on current expectations and assumptions, 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 Ceridian that could cause such material differences are identified and discussed from time to time in Ceridian's filings with the Securities and Exchange Commission, including those factors discussed in this amendment to our quarterly report on Form 10-Q/A and in Ceridian's "Management's Discussion and Analysis of Financial Condition and Results of Operations" under the caption "Cautionary Factors That Could Affect Future Results," found in Part II, Item 7 of Ceridian's Annual Report on Form 10-K for the year ended December 31, 1999, as amended, which discussion is also incorporated herein by reference. Such important factors include implementation and success of plans to improve performance of U.S. payroll business, government regulation changes on timing of remittance and interest rate changes and investment income from customer deposits, ability to increase revenue from cross-selling efforts and new products, ability to improve operating margins in Human Resource Services, customer retention, effecting system upgrades and conversions, deferrals in installations related to the Year 2000 event, consolidation in the radio broadcasting industry, ability to adapt to changing technology, acquisition risks, competitive conditions, liability as a portability administrator, changes in government regulations and other factors such as trade, monetary and fiscal policies and political and economic conditions. Ceridian undertakes no obligation to correct or update any forward-looking statements, whether as a result of new information, future events or otherwise. You are advised, however, to consult any future disclosure Ceridian makes on related subjects in future reports to the SEC.

RESULTS OF OPERATIONS

Consolidated Results

    For the first quarter of 2000, Ceridian reported net earnings of $20.9 million, or $.14 per diluted share of common stock, on revenue of $365.2 million. For the first quarter of 1999, Ceridian reported net earnings of $43.8 million, or $.29 per diluted share of common stock, on revenue of $322.5 million.

    First quarter 2000 results were significantly affected by $44.7 million of unusual charges, reduced by the recovery of $14.2 million of accruals from unusual charges in prior years to a net charge of $30.5 million. The net pre-tax charge of $30.5 million has been recorded as Other Expense (Income). If reduced by the estimated income tax benefit applicable to the unusual charges, the impact on net earnings would be $18.7 million or $.12 per diluted common share. Of the $44.7 million of unusual pre-tax charges, $41.2 million related to the Human Resource Services ("HRS") segment, and primarily to the previously announced initiatives to improve customer service and the quality of operations in the U.S. payroll business during 2000. The remaining $3.5 million related to similar activities in Comdata and corporate center operations. The unusual charges are comprised of $26.4 million of accrued exit costs and $18.3 million of asset write-downs. The accrued exit costs include $16.4 million of people costs (primarily severance) and $10.0 million of other exit costs (primarily from idled leased space). Further details are provided in an accompanying note to the consolidated financial statements that is entitled "Other Expense (Income)."

    The principal actions taken to achieve these objectives included decentralization of the U.S. payroll business customer service operations, termination of certain product development efforts, realignment of certain management responsibilities and consolidation of similar operations. Decentralization of U.S. payroll customer service operations involved the downsizing of staff and space usage in a centralized

12

facility in St. Louis, Missouri and the transfer of these responsibilities to district offices. The termination of certain product development efforts required a reassessment of the recoverability of goodwill and other intangibles and capitalized development costs, which resulted in a reduction in the carrying values of those assets, and staff reductions. Realignment of certain management responsibilities involved staffing changes in a number of senior management positions. The consolidation of similar operations led to staff reductions as well as the identification of excess space and furnishings and related charges for asset write-downs and future rental obligations.

    In addition to the actions referred to above and in the discussion of unusual charges, additional actions have been taken to improve customer service and the quality of operations, primarily in the U.S. payroll business. Effective in first quarter 2000, the pricing of the Source 500 product was changed from a one-time fee to a monthly services billing, which is expected to reduce annual revenue for 2000 by $8 million to $10 million. In consideration of its customer retention goals, Ceridian has chosen to forego any across-the-board U.S. payroll services price increase in 2000, which might have provided an additional $10 million to $12 million of revenue and operating profit during 2000. Also, additional spending to convert existing customers to the Powerpay™ Internet product and for Six Sigma process improvement efforts may total approximately $10 million during 2000.

    In the following tables, the amount of acquisition amortization for the period is presented separately from other selling, general and administrative expense ("SG&A"), percentage relationships that are not meaningful (represented by "NM") are not presented and "EBIT" represents earnings before interest and taxes. EBIT is presented as the most meaningful measure of the results of Ceridian's business segments since interest income, interest expense and income taxes are not considered controllable by segment management. The references to "HRS" relate to the human resource services division and subsidiaries of Ceridian.

Statements of Operations First Quarter Comparisons
(Dollars in millions, except per share data)

	Amount					Inc (Dec)				% of Revenue
	2000			1999		$		%		2000		1999
Revenue	$	365.2		$	322.5	42.7		13.2		100.0		100.0
Cost of revenue		164.2			142.2	22.0		15.4		45.0		44.1
Acquisition amortization		11.6			6.2	5.4		88.6		3.2		1.9
SG&A expense		94.8			84.9	9.9		11.7		26.0		26.3
R&D expense		18.4			18.4	—		—		5.0		5.7
Other expense (income)		32.2			1.5	30.7		NM		8.8		0.5
Total costs		321.2			253.2	68.0		26.8		88.0		78.5
EBIT		44.0			69.3	(25.3	)	(36.6	)	12.0		21.5
Interest income (expense), net		(8.9	)		0.8	(9.7	)	NM		(2.4	)	0.3
Income taxes		14.2			26.3	(12.1	)	(46.1	)	3.9		8.1
Net earnings	$	20.9		$	43.8	(22.9	)	(52.4	)	5.7		13.6
Diluted EPS	$	0.14		$	0.29	(0.15	)	(51.7	)

    The increase in consolidated revenue in the first quarter of 2000 compared to the first quarter of 1999 benefited from the 1999 acquisitions of ABR Information Services, Inc. ("ABR"), now known as Ceridian Benefits Services, and of a majority interest in Stored Value Systems ("SVS") by Comdata. On May 2, 2000, Ceridian announced that Comdata completed the acquisition of the remaining minority interest in SVS for $50.6 million in cash. Revenue performance in the quarterly comparison was adversely affected by a decline in the customer retention rate during 1999 and a lower level of orders for installation during the first quarter of 2000 for payroll and tax filing services. Investment income from payroll and tax filing customer deposits increased by $4.1 million over the 1999 period as

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the yield increased slightly and the average deposits outstanding increased by 7.4%. Comdata revenue increased as the benefit of higher sales of merchant services products and the impact of higher fuel prices on services revenue more than offset the loss of 1999 Y2K-related product sales. The improvement in Arbitron revenue related primarily to an increase in the ratings subscriber base, escalations in multi-year ratings customer contracts and contract renewals and higher sales of analytical software applications.

    The increase in costs and expenses from the first quarter of 1999 compared to the first quarter of 2000 was due in large part to the first quarter 2000 special charges and the acquisitions mentioned above, including the amortization of goodwill and other intangibles recorded as a result of these purchase transactions. SG&A expense increased by $9.9 million without regard to acquisition amortization, due primarily to the ABR acquisition and higher benefit costs. Research and development expense remained at about the same level as the prior year as 1999 efforts related to the Year 2000 event were replaced with product development activities in 2000. Other expense (income) for the 2000 period included the first quarter net unusual loss of $30.5 million described above. Interest expense increased from $0.9 million in the 1999 period to $9.9 million in 2000 as a result of the financing arrangements for the acquisition of ABR in June 1999. The effective tax rate for the first quarter of 2000 was 40.4% compared to a rate of 37.5% for the first quarter of 1999.

Business Segment Results

Segment First Quarter Comparisons
(Dollars in millions)

	Amount					Inc (Dec)				% of Revenue
	2000			1999		$		%		2000		1999
Revenue
HRS	$	233.9		$	204.3	29.6		14.4		64.0		63.4
Comdata		75.8			67.5	8.3		12.4		20.8		20.9
Arbitron		55.5			50.7	4.8		9.5		15.2		15.7
Total	$	365.2		$	322.5	42.7		13.2		100.0		100.0
EBIT
HRS	$	(1.6	)	$	36.7	(38.3	)	(104.5	)	(0.7	)	17.9
Comdata		12.3			12.3	—		—		16.3		18.2
Arbitron		24.2			20.3	3.9		19.0		43.5		40.0
Other		9.1			—	9.1		NM		16.4		—
Total	$	44.0		$	69.3	(25.3	)	(36.6	)	12.0		21.5

Human Resource Services

    The addition of Ceridian Benefits Services, as a result of the acquisition of ABR in June 1999, accounted for nearly all of the increase in HRS revenue over the comparable 1999 quarter. Revenue from U.S. payroll and training services businesses was adversely affected by decreases in their customer retention rates in 1999 and lower than expected levels of orders for installation in the first quarter of 2000. Investment income from payroll and tax filing customer deposits for the first quarter of 2000 increased by $4.1 million over the 1999 first quarter as average balances increased by 7.4% and the yield increased by 38 basis points to 5.86%. The payroll businesses in Canada and the United Kingdom reported revenue increases of $3.4 million in the quarterly comparison. Revenue from sales of work-life and employee assistance programs increased modestly over the first quarter 1999 level.

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    Costs and expenses increased primarily due to the addition of Ceridian Benefits Services. This increase includes additional SG&A expense of $5.4 million due to the amortization of goodwill and other intangibles arising from the ABR acquisition.

Comdata

    Revenue increased in comparison to the first quarter of 1999 due primarily to the March 1999 acquisition of a majority interest in SVS and to the subsequent growth of that business. Increased sales to the local fueling market and of merchant services products that more than offset the loss of Y2K-related product sales in 1999 also contributed to the revenue increase. The rise in diesel fuel prices since the first quarter of 1999 provided a temporary benefit to the current quarter revenue comparison, since a portion of Comdata's over-the-road revenue transactions are based on the face amount of the billing. Offsetting the benefit of this pricing factor, bad debt risk may have risen with the fuel prices. The disposition of certain product offerings in late 1999 and a reduction in phone resale revenue limited the current quarter revenue improvement over the 1999 quarter.

    The increase in costs and expenses in comparison to the first quarter of 1999 related primarily to the presence of SVS in the current quarter, including amortization of goodwill and intangibles from the acquisition. Bad debt expense within cost of revenue also increased by $1.4 million in the quarterly comparison. SG&A expense increased as the completion at the end of 1999 of the transfer of transaction processing to the buyer of Comdata's former gaming services business eliminated a source of cost relief.

Arbitron

    The increase in Arbitron revenue related primarily to an increase in the ratings subscriber base and escalations in multi-year customer contracts and contract renewals. Higher sales of analytical software applications also contributed to the revenue increase.

    Costs and expenses increased over the first quarter 1999 level due to higher diary data collection costs and increased product development costs.

Other

    Other consists of the corporate center operations of Ceridian, and the EBIT relates to the first quarter 2000 recovery of accruals in the amount of $10.0 million from unusual charges recorded in 1997, reduced by $0.9 million of severance costs included in the first quarter of 2000 unusual charges. Further details on unusual charges and recoveries are provided in an accompanying note entitled "Other Expense (Income)."

FINANCIAL CONDITION

Consolidated Statements of Cash Flows Highlights
(Dollars in millions)

	Three Months Ended March 31,
	2000			1999
Operating activities	$	70.4		$	36.9
Investing activities		(22.7	)		(36.7	)
Financing activities		(20.4	)		7.0
Net cash flows provided (used)	$	27.3		$	7.2
Cash and equivalents at end of period	$	85.8		$	108.8

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Reconciliation of Earnings to Cash Inflows (Outflows) from Operating Activities
(Dollars in millions)

	Three Months Ended March 31,
	2000			1999
Net earnings	$	20.9		$	43.8
Provision for deferred income taxes		13.4			23.9
Depreciation and amortization		22.2			14.7
Asset write-downs		18.3			—
Other reconciling items		1.0			2.6
Operating cash flows from earnings		75.8			85.0
Operating cash flows from working capital activities		(5.4	)		(48.1	)
Cash flows from operating activities	$	70.4		$	36.9

    Cash and equivalents increased by $27.3 million to $85.8 million during the first quarter of 2000 due to strong operating cash flows. While net earnings in the current quarter were $22.9 million below first quarter 1999 earnings, the impairment losses plus depreciation and amortization did not affect cash flows; and payment of most of the accrued exit costs will occur in subsequent quarters. Most of the $30.3 million increase in other accrued liabilities during the first quarter of 2000 was due to accrued exit costs reported in this period. The benefit to operating cash flows from deferral of income taxes was reduced by $10.5 million as compared to the first quarter of 1999 due primarily to a lower level of taxable earnings in the current quarter. As a result, the contribution of cash flows from net earnings decreased $9.2 million between the comparable quarters. Cash flows from working capital activities improved by $42.7 million in the quarterly comparison due primarily to a $28.2 million increase in Comdata drafts payable, related to the relationship of the quarter-end date and weekly draft clearing operations. A $28.1 million increase in Comdata receivables was largely offset by net collections in other business segments.

    Investing cash flows in the first quarter of 2000 included $12.9 million of construction in progress for the new Ceridian headquarters and the renovation of an office facility to be used by Ceridian Benefits Services. At March 31, 2000, capitalizable costs for the headquarters building amounted to $33.7 million of the $40.8 million estimated to be required to prepare the building for occupancy by June 2000. At March 31, 2000, construction costs for the renovation of the office facility amounted to $29.8 million of the $32.0 million estimated to be required to prepare the building for occupancy by June 2000.

    Financing cash flows in the first quarter of 2000 included the repurchase on the open market of $20 million face amount of Senior Notes and payments under the Canadian revolving credit facilities. Ceridian remains in compliance with all financial covenant tests in its credit agreements and at March 31, 2000 met the fixed charge coverage test of 2.75 times fixed charges at 6.77 times and the debt-to-capitalization test with a margin of $279.5 million.

    Stockholders' equity was increased in the first quarter of 2000 by a $3.0 million cumulative translation adjustment to the balance sheet due to a strengthening of the Canadian dollar to the U.S. dollar. The effect on individual assets and liabilities of this cumulative translation adjustment has been eliminated from the statements of cash flows and is reported in other comprehensive income in the accompanying notes to the consolidated financial statements.

    Ceridian expects to meet its liquidity needs from existing cash balances, cash flow from operations and borrowings under existing credit facilities.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

    There have been no material changes in the Company's market risk during the three month period ended March 31, 2000. For additional information on market risk, refer to Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk, contained in of the Company's Annual Report on Form 10-K for the year ended December 31, 1999, as amended.

    Ceridian's exposure to other forms of market risk, including foreign exchange risk, is negligible. Foreign operations consist of payroll and human resource operations in Canada and the U.K. These foreign operations serve their respective domestic markets, with all revenues and expenses denominated in local currency. Other intercompay charges between U.S. and non-U.S. based operations are not material. Translation adjustments on investments in foreign operations are reported in comprehensive income, and are not hedged.

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SIGNATURE

    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Amendment No. 1 to Quarterly Report on Form 10-Q for the period ended March 31, 2000, to be signed on its behalf by the undersigned thereunto duly authorized.

	CERIDIAN CORPORATION Registrant
Date: January 22, 2001	By:	/s/ L.D. GROSS L.D. Gross Vice President and Corporate Controller (Principal Accounting Officer

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QuickLinks

PART I. FINANCIAL INFORMATION

ITEM I. FINANCIAL STATEMENTS

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Item 3. Quantitative and Qualitative Disclosures About Market Risk

SIGNATURE