-----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, PhU3shW557bFSlW/BwWtkS7i2EvhrlETSRy40q3+hOUKXL+yNk6gxGwMUoy88d18 X9syx4G+yETW5hSDdOzA4A== 0001047469-99-025704.txt : 19990630 0001047469-99-025704.hdr.sgml : 19990630 ACCESSION NUMBER: 0001047469-99-025704 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19981231 FILED AS OF DATE: 19990629 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: 11-K SEC ACT: SEC FILE NUMBER: 001-01969 FILM NUMBER: 99654537 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 11-K 1 11-K SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year Ended December 31, 1998 Commission File Number 1-1969 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN (Full title of the Plan) CERIDIAN CORPORATION (A Delaware Corporation) 8100 34th Avenue South Minneapolis, MN 55425 (Name and address of principal executive office of the issuer of the securities held pursuant to the Plan) IRS Employer Identification Number 52-0278528 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN INDEX TO FINANCIAL STATEMENTS, SCHEDULES, AND EXHIBITS
FINANCIAL STATEMENTS PAGE NUMBER - -------------------- ----------- Independent Auditors' Report 2 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1998 3 Statement of Net Assets Available for Benefits with Fund Information as of December 31, 1997 4 Statement of Changes in Net Assets Available for Benefits with Fund Information for the Year Ended December 31, 1998 5 Notes to Financial Statements - December 31, 1998 and 1997 6 SUPPLEMENTAL SCHEDULES Schedule 1 - Item 27a - Schedule of Assets Held for Investment Purposes 12 Schedule 2 - Item 27d - Reportable Transactions 13 SIGNATURE 14 EXHIBITS Exhibit Index 15 Exhibit 23 - Consent of Independent Auditors 16
- 1 - INDEPENDENT AUDITORS' REPORT The Board of Directors and the Retirement Committee of Ceridian Corporation: We have audited the accompanying statements of net assets available for benefits with fund information of the Ceridian Corporation Personal Investment Plan (the "Plan") as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits with fund information for the year ended December 31, 1998. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits as of December 31, 1998 and 1997, and the changes in net assets available for benefits for the year ended December 31, 1998, in conformity with generally accepted accounting principles. Our audits were made for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes and reportable transactions are presented for purposes of complying with the Department of Labor's rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 and are not a required part of the basic financial statements. The fund information in the statements of net assets available for benefits and the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and fund information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. The schedule of reportable transactions that accompanies the Plan's financial statements does not disclose the total number of purchases and the total number of sales. Disclosure of this information is required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. /s/KPMG Peat Marwick LLP Minneapolis, Minnesota June 14, 1999 - 2 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1998 (Dollars in thousands)
Equity Ceridian New Int'l Capital Index New Stock Horizons Stock Apprec. 500 Income -------- -------- ------ ------- ------ ------- Investments: Ceridian Corporation Common Stock $12,165 $ -- $ -- $ -- $ -- $ -- T. Rowe Price Funds -- 30,708 8,635 4,617 5,871 10,309 Loans Receivable from Participants -- -- -- -- -- -- ------- ------- ------ ------ ------ ------- Total 12,165 30,708 8,635 4,617 5,871 10,309 Receivable from Employer 76 141 71 43 70 40 ------- ------- ------ ------ ------ ------- Net Assets Available for Benefits $12,241 $30,849 $8,706 $4,660 $5,941 $10,349 ------- ------- ------ ------ ------ ------- ------- ------- ------ ------ ------ ------- Summit Equity Small-Cap Cash Balanced Income Value Reserves Loan Total -------- ------- --------- -------- ------ ------- Investments: Ceridian Corporation Common Stock $ -- $ -- $ -- $ -- $ -- $ 12,165 T. Rowe Price Funds 5,419 57,156 5,230 19,579 -- 147,524 Loans Receivable from Participants -- -- -- -- 1,698 1,698 ------ ------- ------ ------- ------ -------- Total 5,419 57,156 5,230 19,579 1,698 161,387 Receivable from Employer 48 189 57 123 -- 858 ------ ------- ------ ------- ------ -------- Net Assets Available for Benefits $5,467 $57,345 $5,287 $19,702 $1,698 $162,245 ------ ------- ------ ------- ------ -------- ------ ------- ------ ------- ------ --------
See accompanying notes to financial statements. - 3 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Net Assets Available for Benefits with Fund Information December 31, 1997 (Dollars in thousands)
Equity Ceridian New Int'l Capital Index New Stock Horizons Stock Apprec. 500 Income -------- -------- ------ ------- ------ ------- Investments: Ceridian Corporation Common Stock $10,861 $ -- $ -- $ -- $ -- $ -- ------- ------- ------ ------ ------ ------- T. Rowe Price Funds -- 36,167 9,396 5,816 2,640 11,728 Loans Receivable from Participants -- -- -- -- -- -- ------- ------- ------ ------ ------ ------- Total 10,861 36,167 9,396 5,816 2,640 11,728 Cash 16 -- -- -- -- -- Receivable from Employer 73 250 111 70 50 78 ------- ------- ------ ------ ------ ------- Net Assets Available for Benefits $10,950 $36,417 $9,507 $5,886 $2,690 $11,806 ------- ------- ------ ------ ------ ------- ------- ------- ------ ------ ------ ------- Summit Equity Small-Cap Cash Balanced Income Value Reserves Loan Total -------- ------- --------- -------- ------ ------- Investments: Ceridian Corporation Common Stock $ -- $ -- $ -- $ -- $ -- $ 10,861 T. Rowe Price Funds 5,970 64,825 6,988 20,034 -- 163,564 Loans Receivable from Participants -- -- -- -- 2,334 2,334 ------ ------- ------ ------- ------ -------- Total 5,970 64,825 6,988 20,034 2,334 176,759 Cash -- -- -- -- -- 16 Receivable from Employer 64 361 88 200 -- 1,345 ------ ------- ------ ------- ------ -------- Net Assets Available for Benefits $6,034 $65,186 $7,076 $20,234 $2,334 $178,120 ------ ------- ------ ------- ------ -------- ------ ------- ------ ------- ------ --------
See accompanying notes to financial statements. - 4 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Statement of Changes in Net Assets Available for Benefits with Fund Information For the Year Ended December 31, 1998 (Dollars in thousands)
Capital Equity Ceridian New Int'l Appre- Index New Stock Horizons Stock ciation 500 Income -------- -------- ------ ------- ------ ------- Participant Contributions $ 345 $ 1,013 $ 464 $ 284 $ 288 $ 233 Employer Contributions 109 234 113 68 94 62 Net Change in Fair Value Including Realized Gain (Loss) 4,848 418 1,031 (382) 1,080 (304) Investment Income Dividends -- 1,586 316 701 62 835 Interest -- -- -- -- -- -- ------- ------- ------ ------ ------ ------- Total Additions 5,302 3,251 1,924 671 1,524 826 Withdrawals by Participants 1,455 7,026 2,243 1,620 1,429 2,416 ------- ------- ------ ------ ------ ------- Net Increase (Decrease) prior to Transfers 3,847 (3,775) (319) (949) 95 (1,590) Net Transfers (to) from Other Plans 4 (6) (4) (10) 2 (8) Interfund Transfers (2,560) (1,787) (478) (267) 3,154 141 ------- ------- ------ ------ ------ ------- Increase (Decrease) in Net Assets Available for Benefits 1,291 (5,568) (801) (1,226) 3,251 (1,457) Net Assets Available for Benefits: Beginning of Year 10,950 36,417 9,507 5,886 2,690 11,806 ------- ------- ------ ------ ------ ------- End of Year $12,241 $30,849 $8,706 $4,660 $5,941 $10,349 ------- ------- ------ ------ ------ ------- ------- ------- ------ ------ ------ ------- Summit Equity Small-Cap Cash Balanced Income Value Reserves Loan Total -------- ------- --------- -------- ------ -------- Participant Contributions $ 270 $ 1,281 $ 383 $ 858 $ -- $ 5,419 Employer Contributions 72 307 93 201 -- 1,353 Net Change in Fair Value Including Realized Gain (Loss) 653 1,050 (1,134) -- -- 7,260 Investment Income Dividends 169 4,455 372 999 -- 9,495 Interest -- -- -- -- 146 146 ------ ------- ------- ------- ------ -------- Total Additions 1,164 7,093 (286) 2,058 146 23,673 Withdrawals by Participants 2,005 13,114 1,500 6,447 276 39,531 ------ ------- ------- ------- ------ -------- Net Increase (Decrease) prior to Transfers (841) (6,021) (1,786) (4,389) (130) (15,858) Net Transfers (to) from Other Plans 3 (4) 2 2 2 (17) Interfund Transfers 271 (1,816) (5) 3,855 (508) -- ------ ------- ------- ------- ------ -------- Increase (Decrease) in Net Assets Available for Benefits (567) (7,841) (1,789) (532) (636) (15,875) Net Assets Available for Benefits: Beginning of Year 6,034 65,186 7,076 20,234 2,334 178,120 ------ ------- ------- ------- ------ -------- End of Year $5,467 $57,345 $ 5,287 $19,702 $1,698 $162,245 ------ ------- ------- ------- ------ -------- ------ ------- ------- ------- ------ --------
See accompanying notes to financial statements. - 5 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) BASIS OF PRESENTATION AND USE OF ESTIMATES The accompanying financial statements of the Ceridian Corporation Personal Investment Plan (the "Plan") have been prepared on the accrual basis of accounting. The preparation of financial statements in conformity with generally accepted accounting principles requires the plan administrator to make estimates and assumptions that affect the reported amounts of net assets available for benefits and disclosure of contingent assets and liabilities at the date of the financial statements and the reported changes in net assets available for benefits during the reporting period. Actual results could differ from those estimates. (b) CUSTODIAN OF INVESTMENTS Under the terms of a trust agreement between T. Rowe Price Trust Company (the "Trustee") and Ceridian Corporation (the "Company"), the Trustee holds, manages, and invests contributions to the Plan and income therefrom in funds selected by the Company's Retirement Committee to the extent directed by participants in the Plan. The Trustee carries its own banker's blanket bond insuring against losses caused, among other things, by dishonesty of employees, burglary, robbery, misplacement, forgery and counterfeit money. (c) INVESTMENTS Investments are stated at their approximate fair value. Investments in the Company's common stock are valued at closing prices published in the New York Stock Exchange Composite Transaction listing. Investments in mutual funds are valued using daily net asset value calculations performed by the funds and published by the National Association of Securities Dealers. Loans receivable from participants are valued at principal amount which approximates fair value. Net realized gains or losses are recognized by the Plan upon the sale of its investments or portions thereof on the basis of average cost to each investment program. Purchases and sales of securities are recorded on a trade date basis. (d) COSTS AND EXPENSES All costs and expenses of administering the Plan are paid by the Company and affiliated companies which have adopted the Plan ("Adopting Affiliates"). - 6 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (2) DESCRIPTION OF THE PLAN The Plan is a defined contribution plan, qualified under Section 401(a) of the Internal Revenue Code, which includes provisions under Section 401(k) allowing an eligible participant to direct the employer to contribute a portion of the participant's compensation to the Plan on a pre-tax basis through payroll deductions. 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. 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 during 1998. The Internal Revenue Code limited the total salary deferral contributions of any participant during the 1998 Plan year to $10,000, and provided that no participant may make salary deferral contributions to the Plan from pay in excess of $160,000. These amounts are subject to periodic adjustment for increases in the cost of living in accordance with Treasury regulations. In addition, for 1998, the Company and Adopting Affiliates made basic monthly matching contributions totaling $495,000 and declared a year-end performance matching contribution of $858,000. - 7 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 The basic monthly matching contributions in 1998 were determined on the basis of 25% of a participant's salary deferral contributions, up to a maximum of 3% of compensation, and required the satisfaction of no performance criteria. The year-end performance matching contribution resulted from the achievement of certain Company economic performance criteria and amounted to 50% of a participant's salary deferral contributions during 1998 up to a maximum of 3% of compensation, for participants who were employees on December 31, 1998. (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 percent of their salary deferral contributions and investment earnings on those contributions. Any loan must be in a multiple of $100, be at least $1,000, and not be more than $50,000 less the amount of the highest loan balance outstanding during the 12-month period that ends the day before the loan is made. Participants may not have more than two short-term (maturity of five years or less) loans and one long-term (maturity over five and not to exceed ten years) loan outstanding. The interest rate is set by the Plan administrator and is based on the prime interest rates charged by major national banks. Each loan is approved by the Plan administrator or a delegate, and the Plan Trustee maintains a loan receivable account for any participant with an outstanding loan. - 8 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (7) DESCRIPTION OF INVESTMENT PROGRAMS The participant may direct contributions, in multiples of one percent, to any or all of the funds: (a) Ceridian Stock Fund - Funds are invested in common stock of Ceridian Corporation. Funds representing fractional shares remain in cash or short-term accounts. (b) New Horizons Fund - This is a T. Rowe Price mutual fund which invests primarily in common stocks of small, rapidly growing companies to seek long-term growth of capital. (c) International Stock Fund - This is a T. Rowe Price mutual fund which invests primarily in equity and equity-related securities of established non-U.S. companies for long-term growth of capital and income. (d) Capital Appreciation Fund - This is a T. Rowe Price mutual fund which invests primarily in common stocks and related securities of established companies that are considered undervalued to maximize long-term capital appreciation. (e) Equity Index 500 Fund - This is a T. Rowe Price mutual fund which passively invests in common stocks of companies included in the Standard & Poor's 500 Stock Index in order to match, as closely as possible, the investment performance of that Index. (f) New Income Fund - This is a T. Rowe Price mutual fund which invests primarily in income-producing, investment-grade corporate and government debt securities to provide a high level of income over time, consistent with preservation of capital. (g) Balanced Fund - This is a T. Rowe Price mutual fund which invests primarily in a diversified portfolio of common stocks and bonds to provide long-term capital appreciation combined with income. (h) Equity Income Fund - This is a T. Rowe Price mutual fund which invests primarily in dividend paying common stocks, particularly of established companies, to provide high dividend income and long-term capital appreciation. (i) Small-Cap Value Fund - This is a T. Rowe Price mutual fund which invests primarily in small capitalization stocks that appear undervalued by various measures to provide long-term capital appreciation. (j) Summit Cash Reserves Fund - This is a T. Rowe Price money market fund which replaced the Prime Reserve Fund and invests primarily in high quality, money market securities to provide preservation of capital, liquidity and high current income. - 9 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (8) NUMBER OF PARTICIPANTS The number of participants in each investment program as of December 31, 1998 and 1997 is as follows:
1998 1997 ----- ----- Ceridian Stock Fund 1,178 1,471 New Horizons Fund 1,424 1,786 International Stock Fund 786 1,025 Capital Appreciation Fund 486 633 Equity Index 500 Fund 363 262 New Income Fund 777 953 Balanced Fund 499 604 Equity Income Fund 1,777 2,186 Small-Cap Value Fund 557 658 Summit Cash Reserves Fund 1,265 1,529
The total number of participants in the Plan is less than the sum of the number of participants shown above because many were participating in more than one of the funds. (9) INCOME TAX STATUS The Plan received a favorable determination letter regarding the Plan's tax qualification dated 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. (10) PARTY-IN-INTEREST T. Rowe Price Trust Company, as Trustee, is a party-in-interest with respect to the Plan. In the opinion of the Trustee, transactions between the Plan and the Trustee are exempt from being considered as prohibited transactions under ERISA section 408(b). (11) SALE OF COMPUTING DEVICES INTERNATIONAL DIVISION In connection with the sale by the Company of its Computing Devices International division ("CDI") to General Dynamics Corporation on December 31, 1997, the Plan was amended to provide that participants who were employees of CDI immediately before the date of sale would, despite the sale, (i) be entitled to receive any 1997 performance-based matching contribution paid under the Plan and (ii) be permitted to continue their participant loans under the Plan if they continued to be employed by General Dynamics. - 10 - CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Notes to Financial Statements December 31, 1998 and 1997 (12) INVESTMENTS The following investments represent 5% or more of the Plan's net assets available for plan benefits at December 31, 1998 and 1997 (dollars in thousands):
1998 1997 ---- ---- Ceridian Stock $12,241 $10,950 New Horizons Fund 30,849 36,417 International Stock Fund 8,706 9,507 New Income Fund 10,349 11,806 Equity Income Fund 57,345 65,186 Summit Cash Reserve Fund 19,702 20,234
- 11 - Schedule 1 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Item 27a - Schedule of Assets Held for Investment Purposes December 31, 1998 (Dollars in thousands)
Shares or Fair Market Description Face Value Cost Value ----------- ---------- -------- ----------- CERIDIAN STOCK FUND Ceridian Corporation* Common Stock 174,131 $ 4,953 $ 12,165 T. ROWE PRICE MUTUAL FUNDS** New Horizons Fund 1,315,704 23,821 30,708 International Stock Fund 576,064 7,418 8,635 Capital Appreciation Fund 349,257 4,862 4,617 Equity Index 500 Fund 175,890 4,986 5,871 New Income Fund 1,170,096 10,359 10,309 Balanced Fund 291,488 4,135 5,419 Equity Income Fund 2,171,569 41,827 57,156 Small-Cap Value Fund 275,691 5,544 5,230 Summit Cash Reserve Fund 19,579,156 19,579 19,579 LOAN FUND Loans Receivable from Participants -- 1,698 1,698 (Range of interest rates 6.0% to 9.0%) -------- -------- $129,182 $161,387 -------- -------- -------- --------
*Represents party-in-interest. **The Plan invests in T. Rowe Price mutual funds through T. Rowe Price Trust Company, which is a party-in-interest. See Independent Auditors' Report - 12 - Schedule 2 CERIDIAN CORPORATION PERSONAL INVESTMENT PLAN Item 27d - Reportable Transactions Series of Transactions in the Same Security Exceeding 5% of Plan Assets at the Beginning of the Plan Year Year Ended December 31, 1998
Identity of Party *Total *Total Involved/ Dollar Value Dollar Value Net Gain Description of Asset of Purchases of Sales or (Loss) -------------------- ------------ ------------ ---------- **T. Rowe Price New Horizons Fund $3,397,128 $ 9,276,833 $1,968,609 **T. Rowe Price Equity Income Fund 6,978,428 15,700,982 4,368,544 **T. Rowe Price Summit Cash Reserves Fund 8,129,074 8,584,140 --
*Information on total number of purchases and total number of sales is not readily available from the Plan's Trustee. **Since these transactions are with T. Rowe Price Trust Company, the Plan's trustee, they are with a party-in-interest. See Independent Auditors' Report - 13 - 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 28, 1999 By: Ceridian Corporation its Named Fiduciary By: /s/ J. H. Grierson ---------------------------- John H. Grierson Vice President and Treasurer - 14 - EXHIBIT INDEX
Exhibit Description Code - ------- ----------- ---- 23 Consent of Independent Auditors E
Legend: (E) Electronic Filing - 15 - EX-23 2 EX-23 Exhibit 23 CONSENT OF INDEPENDENT AUDITORS The Board of Directors and the Retirement Committee Ceridian Corporation: We consent to incorporation by reference in the registration statement (No. 33-56833) on Form S-8 of Ceridian Corporation of our report dated June 14, 1999, relating to the statements of net assets available for benefits with fund information of the Ceridian Corporation Personal Investment Plan as of December 31, 1998 and 1997, and the related statement of changes in net assets available for benefits with fund information and related supplemental schedules for the year ended December 31, 1998 which report appears elsewhere in this December 31, 1998 annual report on Form 11-K of the Ceridian Corporation Personal Investment Plan. /s/ KPMG Peat Marwick LLP Minneapolis, Minnesota June 28, 1999 - 16 - -----END PRIVACY-ENHANCED MESSAGE-----