##### Table of Contents









UNITED STATES

SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549




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FORM 10-K



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Annual Report Pursuant to Section 13 or
15(d)

of the Securities Exchange Act of 1934


For the fiscal year ended December 31,
2000

Commission File Number 1-16149

CERIDIAN CORPORATION

(Exact name of Registrant as specified in its charter)


|                                                                        |  |                                            
|----------------------------------------------------------------------- |  | -------------------------------------------
|Delaware(State or other jurisdiction of
	incorporation or organization) |  | 41-1981625(IRS Employer Identification No.)

3311 East Old Shakopee Road



(Address of principal executive offices)


Telephone No.: (952) 853-8100

(Registrants telephone number, including area code)




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Securities registered pursuant to Section 12(b) of the
Act:



| |  |                                                            |  |                                                                      
| |  | ---------------------------------------------------------- |  | ---------------------------------------------------------------------
| |  | Title of each class:Common stock, par value $.01 per share |  | Name of each exchange on which registered:The New York Stock Exchange

Indicate by check mark whether the Registrant (1) has filed
all reports required by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding
12 months, and (2) has been subject to such filing
requirements for the past 90 days.
[ ] Yes [X] No *The Registrant has not been
subject to filing requirements for 90 days.

Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation S-K is not
contained herein, and will not be contained, to the best of the
Registrants knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [X]

The aggregate market value of the voting stock of Ceridian as of
March 30, 2001 (based upon the closing sale price of
Ceridians common stock in the when-issued trading market
on that date as reported by The New York Stock Exchange),
excluding outstanding shares beneficially owned by executive
officers and directors of Ceridian, was $2,045,439,984.

The number of shares of Ceridian common stock outstanding as of
March 30, 2001 was 145,819,709.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the 2000 Annual Report to Stockholders of
Registrant: Parts I, II and IV





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TABLE OF CONTENTS



|                                                                                              |                                                                                               |  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------- |  |  |  |  |  |  | 
|PART I                                                                                       
|                                                                                              | Item 1. Business                                                                             
|                                                                                              | Item 1A. Executive Officers of the Registrant                                                
|                                                                                              | Item 2. Properties                                                                           
|                                                                                              | Item 3. Legal Proceedings                                                                    
|                                                                                              | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                                                                      
|                                                                                              | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                                                                                              | Item 6. Selected Financial Data                                                              
|                                                                                              | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                                                              | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|                                                                                              | Item 8. Financial Statements and Supplementary Data                                          
|                                                                                              | Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 
|PART III                                                                                     
|                                                                                              | Item 10. Directors and Executive Officers of the Registrant                                  
|                                                                                              | Item 11. Executive Compensation                                                              
|                                                                                              | Item 12. Security Ownership of Certain Beneficial Owners and Management                      
|                                                                                              | Item 13. Certain Relationships and Related Transactions                                      
|PART IV                                                                                      
|                                                                                              | Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                                                                                   
|CERIDIAN CORPORATION AND SUBSIDIARIES VALUATION AND QUALIFYING ACCOUNTS (Dollars in millions)
|EXHIBIT INDEX                                                                                
|Amendment to Certificate of Incorporation                                                    
|Amendment #1 to Distribution Agreement                                                       
|Executive Employment Agreement With Ronald Turner                                            
|Executive Employment Agrmt with John Eickhoff                                                
|Executive Emploment Agreement With Tony Holcombe                                             
|Executive Employment Agreement With Gary Krow                                                
|Executive Employment Agreement With Gary Nelson                                              
|2001 Long-Term Stock Incentive Plan                                                          
|Non-Statutory Stock Option Award Agreement                                                   
|Non-Statutory Stock Option Award Agreement                                                   
|Benefit Equalization Plan                                                                    
|Benefit Equalization Plan                                                                    
|Benefit Equalization Plan                                                                    
|Amendment to Employee's Benefit Protection Trust                                             
|Employee's Benefit Protection Trust Agreement                                                
|Executive Investment Plan                                                                    
|Executive Investment Plan                                                                    
|Indemnification Agreement With Directors                                                     
|Credit Agreement                                                                             
|Amendment to Credit Agreement                                                                
|Amendment to Guarantee Agreement                                                             
|Amendmet #1 to Credit Agreement                                                              
|Amendment #2 to Credit Agreement                                                             
|3rd Amendment to Credit Agreement                                                            
|Guarantee Agreement                                                                          
|Computation of Earnings to Fixed Charges                                                     
|Select Five Year Data                                                                        
|Manager's Discussion & Analysis of Financial Cond.                                           
|Consolidated Financeial Statements                                                           
|Supplementary Quarterly Data                                                                 
|Subsidiaries of Creditors                                                                    
|Cosent of Independent Auditors                                                               
|Power of Attorney                                                                            



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CERIDIAN CORPORATION




PART I





This Annual Report on Form 10-K contains forward-looking
statements within the meaning of the Private Securities
Litigation Reform Act of 1995. The statements regarding Ceridian
Corporation and its subsidiaries 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 us that could cause
material differences are identified in this report, in the
Managements Discussion and Analysis of Financial
Condition and Results of Operations under the caption
Cautionary Factors That Could Affect Future Results,
which is incorporated by reference into Part II,
Item 7 of this report, and in the Information Statement,
which is an exhibit to our Registration Statement on
Form 10, as amended, under the heading Risk
Factors  Risks Related to the Spin-Off, which
is incorporated herein by reference. We undertake 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 disclosures we make on
related subjects in future reports to the SEC.

We own or have the rights to various trademarks, trade names or
service marks, including the following: the Ceridian name and
logo, PowerpayTM, Signature®,
Comchek®, Comdata Corporation®,
Comchek eCashTM, MOTRSTM,
LoadMatcherTM, CobraServ®, and
LifeWorks®. The trademarks MasterCard®,
Maestro®, Cirrus®, Visa®,
Windows®, and Microsoft® referred to in
this report are the registered trademarks of others.




Item 1.  Business

General

Ceridian Corporation, formerly known as New Ceridian
Corporation, was formed on August 8, 2000 and is
incorporated in Delaware. Our principal executive office is
located at 3311 East Old Shakopee Road, Minneapolis,
Minnesota 55425, and our telephone number is
(952) 853-8100.

Ceridian Corporation was formed as a result of the spin-off of
the human resource services division and human resource services
and Comdata subsidiaries of Arbitron Inc., formerly known
as Ceridian Corporation (which entity this report refers to as
Old Ceridian or Ceridians
predecessor). On March 30, 2001, we became an
independent public company when Old Ceridian distributed all of
our outstanding common stock to the stockholders of Old Ceridian
in a tax-free spin-off transaction (which transaction this
report refers to as the spin-off). Despite the legal
form of the spin-off, because of the relative significance of
our human resource services division and human resource services
and Comdata subsidiaries to Old Ceridian, we are considered the
divesting entity and treated as the accounting
successor to Old Ceridian for financial reporting
purposes. As used in this report, references to
Ceridian, the Company, we,
our or us mean Ceridian Corporation,
formerly known as New Ceridian Corporation, together with our
consolidated subsidiaries, and include the historical operating
results and activities of the businesses and operations
transferred by Old Ceridian to us in the spin-off, unless the
context otherwise indicates.

We refer you to Part II, Item 7 and Item 7A of
this report for additional description of our business.

Human Resource Services

The businesses comprising our human resource services business
(commonly referred to as HRS) offer a broad range of
services and software designed to help employers more
effectively manage their work forces and information that is
integral to human resource processes. HRS human resource
management products and services are provided in the United
States, Canada and the United Kingdom.





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|     |                |      |  |      |                |  |  |   |                | 
|---- | -------------- | ---- |  | ---- | -------------- |  |  | - | -------------- | 
|2000 |                | 1999 |  | 1998
|     |                |      |  |     
|$    | 866.9  million |      |  | $    | 828.1  million |  |  | $ | 700.3  million | 

Payroll processing and tax filing services accounted for about
74 percent of HRS 2000 revenue, with about
75 percent of 2000 payroll processing and tax filing
revenue derived from the United States.

Market

The market for human resource services covers a comprehensive
range of information management and employer/employee assistance
services and software. These products and services include:



| |   |                                                                                                                                                                                                           
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | transaction-oriented administrative services and software
	products, primarily in areas such as payroll processing, tax
	filing and benefits administration; and                                          
|
| |  | management support software and services, primarily in areas
	such as human resource administration, regulatory compliance,
	employee training, work-life effectiveness and employee
	assistance programs.

The market for these products and services is expected to
continue to grow as organizations seek to reduce costs and
improve productivity by outsourcing administrative services and
further automating internal processes. According to the
consulting firms IDC and Gartner-Dataquest, human resource
outsourcing in the United States is expected to grow at an
annual rate of between 18.9% and 25% over the next three to four
years. The demand for human resource services is also expected
to increase as organizations outsource human resources services
to third parties to obtain assistance in adapting to the
increasing scope and complexity of laws and regulations
governing businesses and increasingly complicated work-life
issues faced by employers and employees.

HRS generally classifies employers in the human resource
services market into three categories, each of which represents
a distinct market opportunity for us:

|                 |  |                          |  |                                                                                                                                                                                                                                                                       
|---------------- |  | ------------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Type of Employer |  | Size of Employer         |  | Typical Characteristics                                                                                                                                                                                                                                               
|                 |  |                          |  |                                                                                                                                                                                                                                                                       
|Small            |  | Fewer than 200 employees |  | Tend to be relatively more price sensitive, to require less
	customization or flexibility in product and service offerings
	and to switch more readily from one provider to another                                                                                   
|                
|Medium           |  | 200 to 1,000 employees   |  | Human resource management needs tend to be more complex, and
	therefore often require more customization and flexibility in
	products and services, greater integration among data processing
	systems and a greater variety of products and services                 
|                
|Large            |  | Over 1,000 employees     |  | Human resource management needs tend to be the most complex, and
	therefore often require the most customization and flexibility
	in products and services, the greatest integration among data
	processing systems and the greatest variety of products and
	services

We believe, however, that with regard to any size employer, a
provider of a transaction-based service, such as payroll
processing or tax filing services, is afforded attractive
opportunities to complement that core service with additional
products and services that are natural adjuncts to that core
service, such as 401(k) and retirement plan administration,
COBRA notification and employee assistance and work life

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Products and Services

HRS human resource management products and services
include:



| |   |                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------
| |  | payroll processing and tax filing services;                                                                                             
|
| |  | payroll and human resource information systems software;                                                                                
|
| |  | integrated payroll and human resource administration services,
	including tax deposit services and integrated human resource
	solutions;
|
| |  | benefits administration services;                                                                                                       
|
| |  | qualified plan administration services;                                                                                                 
|
| |  | work-life effectiveness and employee assistance
	programs; and                                                                          
|
| |  | training.                                                                                                                               

Payroll Processing and Tax Filing Services.HRS payroll processing for customers in the United
States consists primarily of preparing and furnishing employee
payroll checks, direct deposit advices and supporting journals
and summaries. It does not, however, involve the handling or
transmission of customer payroll funds other than with some of
its smaller employer customers. HRS also supplies quarterly and
annual social security, Medicare and federal, state and local
income tax withholding reports required to be filed by employers
and employees. HRS payroll tax filing services for
customers in the United States consist primarily of collecting
funds for federal, state and local employment taxes from
customers based on payroll information provided by the
customers, remitting funds collected to the appropriate taxing
authorities, filing applicable returns and handling related
regulatory correspondence and amendments. HRS tax filing
services are provided not only to employers who utilize its
payroll processing service, but also to local and regional
payroll processors. Payroll-related services are typically
priced on a fee-per-item-processed basis.

HRS revenue from payroll tax filing services in the United
States also includes investment income earned from tax filing
deposits temporarily held pending remittance to taxing
authorities on behalf of its customers. HRS holds its
customers deposits in a trust. This trust invests
primarily in high quality collateralized short-term investments,
money market funds, U.S. Treasury and Agency securities,
AAA rated asset-backed securities and corporate securities rated
A3/ A or better. The duration of these investments is carefully
managed to meet the liquidity needs of the trust. About
69 percent of HRS 2000 tax filing revenue was
attributable to this investment income. Due to the significance
of this investment income, HRS quarterly revenue and
profitability fluctuate as a result of changes in interest rates
and in the amount of tax filing deposits held. We will use
derivative securities such as interest rate collars to manage
this interest rate risk on customer deposits. Because the volume
of payroll items processed increases in the first and fourth
quarters of each year in connection with employers
year-end reporting requirements, and because the amount of tax
filing deposits also tends to be greatest in the first quarter,
HRS revenue and profitability tend to be greater in those
quarters.

Payroll and Human Resource Information Systems
Software. In the United States, HRS has two primary
offerings for payroll processing: (1) its proprietary
Signature software, which can be used alone or
together with other human resource information systems (commonly
referred to as HRIS) software; and (2) its
Powerpay.com products, which include Internet-based payroll
processing products.

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Signature and HRIS Software.Payroll processing
using the Signature software is currently conducted at 28
district offices located throughout the United States. This
payroll system allows HRS customers to:



| |   |                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------
| |  | input their own payroll data via personal computers;                                                                                  
|
| |  | transmit the data on-line to HRS for processing; and                                                                                  
|
| |  | retrieve reports and data files from HRS and print reports and,
	in some instances, payroll checks or direct deposit advices on
	site.

Customers can also input payroll data by telephone or batch
transmittal, with payroll checks and related reports prepared by
HRS at one of its district processing centers. This payroll
processing system also interfaces with both customer and
third-party transaction processing systems to facilitate
services, such as direct deposit of payroll.

HRS provides human resource information systems software that
runs in either Windows or DOS environments and serves as a
front-end to its Signature payroll processing
system, allowing its customers to utilize a common database for
both payroll and HRIS purposes. This enables the customer to
create a single database of employee information for on-line
inquiry, updating and reporting in payroll and other areas
important to human resource administration and management, such
as employee data tracking, government compliance, compensation
analysis and benefits administration. HRS also provides HRIS
software for Microsoft operating environments that incorporates
open, industry standard technology, is scalable, and can be
utilized with an existing interface as a front-end for HRS
payroll processing and tax filing services. HRS has versions of
this software that serve as a fully integrated front-end to the
Signature payroll processing system.

HRS recently introduced a new version of its Source 500 product,
an HRIS, payroll, benefits, recruiting and employee self-service
solution. Because of the importance of being able to integrate
HRS payroll processing and tax filing systems with other
systems and applications utilized by HRS customers and
potential customers, particularly third-party HRIS applications,
HRS has also developed interfaces to exchange employee-related
information between HRS payroll system and the HRIS
systems of major software vendors, such as Oracle Corporation,
SAP and PeopleSoft Inc.

Powerpay.com. Powerpay.com (formerly Ceridian
Small Business Solutions) provides Internet payroll processing,
tax filing, unemployment compensation management and related
services, primarily for small employers located in the United
States. Powerpay.coms Powerpay product is a web-based
solution that allows customers to complete payroll transactions
via the Internet. Powerpay also provides smaller businesses with
access to services, such as new hire reporting, tax filing,
direct deposit, optional benefits programs, unemployment filing
and special reports services that were previously only available
to larger companies. Additionally, we announced on
March 19, 2001, that we had entered into a license
agreement with Ultimate Software Group, Inc. to allow us to
use that companys UltiPro software as part of an on-line
payroll service offering to certain of our customers.

Benefits Administration and Qualified Plan Administration
Services. HRS provides employee health and welfare
benefits administration and qualified plan administration
services to its customers. Employee health and welfare benefits
administration services include portability (i.e., the
Consolidated Omnibus Budget Reconciliation Act, or COBRA, the
Health Insurance Portability and Accountability Act of 1996, or
HIPAA, and state-mandated continuation coverage) compliance
services and administration services for benefits provided to
active employees, such as open enrollment, employee enrollment
and eligibility and flexible spending account administration.
HRS provides administration services for benefits provided to
retired and inactive employees, including retiree healthcare,
disability, surviving dependent, family leave and severance
benefits. HRS provides its portability services through the
trade name CobraServ.

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HRS qualified plan administration services include 401(k)
plan administration, profit sharing administration, defined
benefit plan administration, ESOP administration and Qualified
Domestic Relations Order administration.

Work-Life Effectiveness and Employee Assistance
Programs. An additional emphasis of HRS is to provide a
variety of employee assistance, work-life balance, management
support and training products and services to clients of all
sizes throughout the United States, Canada and the United
Kingdom. The HRS business formerly known as Ceridian Performance
Partners is a market leader in providing customers and their
employees with a single source for fully integrated work-life
effectiveness services and employee assistance programs.
Services are delivered through on-line access and telephonic and
face-to-face resources. Customers have the capability of using
the LifeWorks ROI Calculator to help them evaluate the business
impact the work-life effectiveness services and employee
assistance programs have had on their organizations.

The services and programs provided by HRS may be customized to
meet an individual customers particular needs. HRS
portfolio of products allows a customer to choose the mix, level
and mode of access to services that best meet its needs. These
products range from high touch technology
capabilities allowing employees to access specific information
on-line to comprehensive person-to-person consultation and
referral services. Also included are specialized service
options, such as assistance with college enrollment and aid
forms, on-site evaluation of care providers and an extensive
concierge service. These services address workplace
effectiveness issues and seek to improve employee recruitment,
retention and productivity, and seek to reduce absenteeism as
well as increase the customers recruitment success. Master
degree level consultants provide confidential assistance
24 hours a day to customers employees to help them
address issues ranging from everyday matters to crisis
situations. Supporting these consultants are research and
subject matter experts who provide specialized expertise or
referrals in areas such as parenting/ child care, elder care,
disabilities, addiction disorders, mental health, health and
wellness, financial, legal, managerial/ supervisory and
education/ schooling issues. HRS has also entered into
arrangements with some service and product providers to provide
additional leading edge services and expertise to its customers.

Training.HRS Usertech business provides
customized end-user training and support programs to
organizations implementing new systems. Services provided by
Usertech include classroom and computer-based training,
print-based and on-line user guides and reference and marketing
communications programs.

International Operations

Approximately 19 percent of HRS 2000 revenue was
obtained from customers outside of the United States. HRS
international operations are primarily conducted in the United
Kingdom, through Centrefile Limited, and Canada. Centrefile
Limited provides payroll processing services and HRIS software
in the United Kingdom. Centrefiles services do not involve
the handling or transmission of customer payroll funds.

HRS Canadian operations handle payroll as well as tax
filing funds for its Canadian customers. Canadian HRS operations
collect payroll and payroll tax amounts from customers and remit
tax amounts to applicable governmental authorities and make
direct deposits of payroll amounts to employees bank
accounts. As a result, revenue from HRS payroll processing
services in Canada includes investment income received from
temporarily holding these amounts in trust. About
29 percent of the 2000 revenue of these Canadian businesses
was attributable to this investment income. The Canadian trust
invests in securities issued by the government and provinces of
Canada, highly rated Canadian banks and corporations, asset
backed trusts and mortgages. HRS earns income from the trust and
charges fees for services similar to those provided in the
United States. We will also manage interest rate risk in Canada
through the use of derivative securities such as interest rate
collars.

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Customers

HRS targets employers of all sizes in diverse industries.
HRS existing customer base covers a wide range of
industries and markets. HRS products and services are
generally provided under written license or service agreements,
with contracts for repetitive services generally terminable upon
relatively short notice.

Customer retention is an important factor in the amount and
predictability of revenue and profits in HRS businesses.
In providing some of HRS services, particularly payroll
processing and tax filing services, HRS incurs installation and
conversion costs in connection with new customers that need to
be recovered before the contractual relationship will provide
incremental profit. The length of time it takes for a contract
to become profitable depends on a number of factors such as the
number of employees covered by the contract, the complexity of
the services involved, the amount of customization of services
required and the number of locations in which the
customers employees are located. Generally, it takes
several months of a service contract before a customer is adding
incremental profit. The longer HRS is able to retain a customer,
the more profitable that contract will likely be.

Sales and Marketing

Payroll processing, tax filing and human resource management
software and services are marketed in the United States through
HRS direct sales force operating through about three dozen
offices located throughout the United States. HRS has
established marketing relationships with banks, accounting firms
and insurance companies pursuant to which these products and
services are offered to the business clients of these entities.
The most significant source of customer leads for these
transaction-based products and services are referrals from these
marketing relationships and existing customers, and other direct
marketing efforts, such as telemarketing, direct mail and trade
shows. The other HRS businesses, including operations in the
United Kingdom and Canada, utilize their own direct sales
forces. Customer leads for the products and services of these
businesses are generally obtained through referrals, trade
shows, product demonstration seminars, third party resellers and
direct sales efforts.

The HRS businesses utilize cooperative marketing relationships
with other companies offering products or services that
complement those of the HRS businesses as well as informal
marketing alliances with human resource consulting firms. The
HRS businesses are exploring similar cooperative arrangements
with other software, insurance and human resource services
providers. HRS is also seeking to further integrate and
coordinate the sales and marketing efforts of its businesses and
to sell a greater variety of its products and services to the
customers of its various businesses.

Competition

The human resource services industry is highly competitive.
Competition comes from national, regional and local third party
transaction processors, as well as from software companies,
consulting firms, governments, enterprise wide providers of
financial services and internally developed and operated systems
and software.

The majority of all payroll processing and tax filing in the
United States, Canada and the United Kingdom is supported
in-house, with the remainder supported by third party providers.
In the United States, Automatic Data Processing, Inc. is
the largest third party provider of payroll processing in terms
of revenue, with us, Paychex, Inc. and ProBusiness
Services, Inc. comprising the other three large, national
providers in terms of revenue. ADP serves all sizes of
employers, while Paychex generally focuses on small employers
and ProBusiness generally focuses on large employers. Other
third party payroll and tax filing providers are generally
regional and local competitors, although larger, national
providers of benefits administration or 401(k) processing
services may contemplate expansion into outsourced payroll
processing. In both the United Kingdom and Canada, we believe
that our respective subsidiaries are the largest outsourced
payroll processing providers in terms of revenue, in each case
competing with several other national providers, including a
subsidiary of ADP, and local providers. Competition in both the
payroll processing and HRIS software areas also comes from a
number of large, national software

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Apart from payroll processing and tax filing services, HRS
businesses generally compete with a variety of national and
regional application software companies, training companies,
consulting firms and human resource services providers.
Generally, the market for these products and services is
evolving and is not dominated by a small number of competitors.

Currently, we believe the principal competitive factors in the
human resource services industry are:



| |   |                                           
| | - | ------------------------------------------
| |  | customer service;                         
|
| |  | leadership in technology applications;    
|
| |  | choice of services;                       
|
| |  | performance;                              
|
| |  | price;                                    
|
| |  | functionality;                            
|
| |  | ease and flexibility of use;              
|
| |  | customer support; and                     
|
| |  | industry standard technology architecture.

We believe that the ability to integrate human resource
management software applications with customers other
in-house applications and the ability to provide
client/server-based solutions and solutions delivered through
the Internet are becoming increasingly important competitive
factors. While we believe our HRS businesses will be able to
compete effectively in the overall human resource services
market, our ability to compete effectively will depend in large
measure on our ability to timely develop and implement new
technology, particularly that which incorporates industry
standard architecture and client/server-based solutions, and
provide leading-edge customer service.

Research and Development

HRS intends to continue to invest substantial resources to
extend the functionality of its proprietary payroll processing
system and further develop a comprehensive and fully integrated
suite of employee administrative services. For example, HRS is
developing several products that are focused on the Internet. In
addition, HRS expects to introduce additional enhancements to
its Source 500 product.

The table below reflects the amount of research and development
expenses for HRS for the periods indicated.

|                         |  |                       |      |      |  |      |      |   |  |   |      |  
|------------------------ |  | --------------------- | ---- | ---- |  | ---- | ---- | - |  | - | ---- | -
|                         |  |                      
|                         |  | Years Ended          
|                         |  | December 31,         
|                         |  |                      
|                         |  | 2000                  |      | 1999 |  | 1998
|                         |  |                       |      |      |  |     
|                         |  |                      
|                         |  | (dollars in millions)
|                         |  |                       |      |      |  |      |      |   |  |   |      |  
|                        
|                        
|                        
|                        
|Research and development |  | $                     | 54.8 |      |  | $    | 52.0 |   |  | $ | 59.0 |  
|                        
|                        
|                        
|                        
|Percent of revenue       |  |                       | 6.3  | %    |  |      | 6.3  | % |  |   | 8.4  | %

Comdata

Our Comdata subsidiary provides transaction processing and
regulatory compliance services to the transportation and other
industries. Comdatas revenue from products and services
for the years 2000, 1999 and 1998 was as follows, excluding
revenue of $5.8 million in 1998 from Comdatas gaming
services

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|     |                |      |  |      |                |  |  |   |                | 
|---- | -------------- | ---- |  | ---- | -------------- |  |  | - | -------------- | 
|2000 |                | 1999 |  | 1998
|     |                |      |  |     
|$    | 308.8  million |      |  | $    | 298.9  million |  |  | $ | 261.5  million | 

Approximately 85 percent of Comdatas revenue for 2000
was attributable to its transportation business.

Principal Markets

The trucking segment of the transportation industry is comprised
of both long haul fleets and local fleets. Private fleets
predominate in the local fleet segment, but play a lesser role
in the long haul fleet segment. Common carriers, which provide
trucking services to companies that do not have fleets of trucks
of their own, predominate in the long haul fleet segment, which
is comprised of less-than-truckload and truckload components.
The less-than-truckload component, which involves trucks that
make multiple stops to load and unload, is characterized by
large capital requirements and a relatively high degree of
consolidation. The truckload component, which involves the
transportation of full loads directly from shipper to final
destination without going through any sorting terminals, is
highly fragmented and, Comdata believes, is growing at the
expense of the less-than-truckload component.

The majority of Comdatas trucking company customers are
common carriers serving the truckload component of the long haul
segment. Many of these carriers do not employ their drivers, but
instead contract with individual owner-operators. These
owner-operators usually settle their expenses with the common
carrier after the completion of each trip. Drivers for truckload
carriers often spend weeks on the road at a time, creating a
number of unique conditions and business opportunities.
Truckload carriers are challenged to monitor and control fuel
purchases, provide driver services to aid in recruitment and
improve retention, obtain necessary licenses and permits, and
effectively manage the routing and logistics of the
long-distance trips.

Stored Value Systems, Inc., a wholly owned subsidiary of
Comdata (which we refer to in this report as SVS),
provides electronic private label cards that can be assigned a
cash value. The market for these private label cards includes
merchants, such as retailers and gas stations, who (1) use
traditional paper gift certificates or gift cards, (2) give
store credits in connection with the return of products, and
(3) make monetary promotions. Comdata is marketing its
private label cash card to these merchants, namely major
retailers and gas stations, for use with their customers.
Comdatas payment services division also provides a
card-based funds transfer system for use by employers and others
for, among other things, expense reimbursements, payroll
delivery and termination pay. Comdata markets this card-based
funds transfer system to temporary staffing companies,
universities, professional employment organizations, custodial
companies, the restaurant and hospitality industries, and
retailers, including the customers of SVS.

As in the case of our HRS business, Comdata is a money flow
business that is technology oriented. There are numerous actual
and potential synergies between HRS and Comdata. HRS is
beginning to market Comdatas cash or funds transfer cards
to customers of its business who have a large number of
employees that do not have bank accounts. For these employees,
using a cash or funds transfer card accepted by a number of
merchants and automated teller machines may be an attractive
alternative to paying fees at local check cashing services. In
addition, Comdata is beginning to market the services of our
work life effectiveness services and employee assistance
programs.

Services

Comdata provides transaction processing and regulatory
compliance services primarily to the transportation industry.
With the acquisition of SVS and the creation of its payment
services division, Comdata also provides these services to other
industries, including the retail, temporary staffing and
university sectors. Comdata provides services to trucking
companies, truck stops and truck drivers in the

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Trucking Company Services (The Comchek Card).Comdatas funds transfer system, most commonly
initiated through the use of Comdatas proprietary Comchek
card, is designed to enable truck drivers to obtain funding for
purchases and cash advances at truck stops and other locations
en route to their destination. Drivers may use the Comchek card
to purchase fuel, lodging and other approved items, obtain cash
advances from ATM machines or through the use of Comchek drafts,
make long distance phone calls and make direct deposits of pay,
settlements (for non-employee owner-operators) or trip advances
to personal bank accounts. In 2000, Comdata processed
approximately 73 million funds transfer transactions
involving approximately $12.7 billion for the
transportation industry.

Use of the Comchek card allows the trucking company customer
greater control over its expenses by allowing it to set limits
on the use of the cards, such as by designating locations where
the cards may be used, the frequency with which they may be
used, phone numbers which may be called and the amount of
authorized use. Use of a Comchek card also enables Comdata to
capture and provide transaction and trip-related information to
trucking company customers (usually within 24 hours after
the completion of a given trip). This information greatly
enhances a customers ability to track and plan fuel
purchases and other trip expenses and settle with drivers.
Comdata also provides trucking companies with a Windows-based
software application that provides trucking companies with
on-line access to Comdatas computer system for data on
fuel purchases and other trip information, and facilitates pre-
and post-trip planning functions. Comdatas MOTRS (Modular
Over The Road System) Web-based application enables customers to
go on-line for local dial-up access, interactive reporting
capabilities, the latest diesel fuel prices and related
information from their desktop.

Use of a Comchek card typically generates a Comchek draft, which
is payable through a Comdata bank account. Comdata funds the
underlying transaction when the truck stop (or other payee)
negotiates the draft by depositing it in its bank account.
Comdata bills the trucking company for the amount of the draft
plus a portion of the service fee, and collects from the truck
stop the balance of the service fee. The trucking company remits
payment to Comdata by wire transfer or check, typically within
six days, although Comdata may bill trucking companies in
advance for all funds transfers authorized for any purpose in
connection with a particular trip. Risks associated with
fraudulent or unauthorized transactions are allocated between
Comdata and its customers based upon which party may be at fault
under a specific circumstance and based upon which party is in
the better position to control or eliminate these types of
transactions. Comdata believes that historically the number of
fraudulent or unauthorized transactions has been de minimis
compared to the aggregate dollar amount of funds Comdata has
transferred annually. Comdata is licensed by 37 states as a
seller of checks or money transmitter and, pursuant to these
licenses, undergoes annual audits by several states with respect
to the integrity of its funds transfer methods and procedures.

Approximately 14 percent of Comdatas funds transfer
revenue is derived from transactions that do not involve the
Comchek card. When a truck driver makes a request at a truck
stop for a funds transfer, Comdata verifies that the
drivers company has established sufficient credit. Upon
presentation of valid identification, the truck stop obtains an
authorization number from Comdata and issues a Comchek draft.
Comdata also provides information gathering and processing
services in connection with fueling transactions that Comdata
does not fund, but instead are billed directly by the truck stop
to the trucking company. Fees for these direct bill
transactions are substantially lower. Comdata also provides fuel
price tracking reports and management within a network of truck
stops, including cost/plus fuel purchase programs.

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Comdatas regulatory compliance division determines the
permits needed for a designated trip, truck and load, purchases
those permits on behalf of the customer and delivers them by
facsimile machine to a truck stop where they can be picked up by
the driver. Comdata also provides regulatory compliance
services, such as processing and auditing of driver trip logs,
reporting of fuel taxes, annual licensing and motor vehicle
registration verification. Vehicle escort services for oversized
loads are also provided.

Comdatas LoadMatcher offers a computerized shipment
interchange system to help trucking companies find loads for
their return trips and reduce empty backhauls. By making
specific shipment information available to customers on a
subscription basis, available shipments can be matched with
available cargo space on a nationwide basis. Comdata generates
and delivers invoices on behalf of trucking companies to their
customers, and also purchases trucking company freight bills in
addition to providing necessary invoicing.

Truck Stop Services.Comdata maintains a
nationwide electronic data network with 24-hour independent
truck stop service centers that utilize point-of-sale devices
and other computer equipment to facilitate communication with
Comdatas database and operations centers. The service
centers act as Comdatas agents pursuant to a service
center agreement, and typically also offer the funds transfer
services of other companies.

Comdatas merchant services division provides fueling
centers with PC-based, point of sale systems that automate the
various transactions that occur at a fuel purchase desk, systems
which enable customers to transact card-based fuel purchases at
the fuel pump, UPC scanning devices and truck stop management
software. These systems accept many types of fuel purchase cards
currently used by drivers.

Driver Relations Services.In order to assist
trucking company customers in attracting and retaining drivers,
Comdata makes available to trucking company employees and
independent drivers HRS employee assistance and work-life
services and electronic mail services through kiosks placed in
truck stops.

Local Fueling.Comdata is a provider of fuel
management and payment systems for local transportation fleets.
Comdata provides local fleet operators with Comchek MasterCard
fleet cards that offer the fleet operators transaction control
and trip-related information gathering features similar to those
of the Comchek card.

Payment Services and Comchek eCash.SVS provides,
among other services, debit cards to major retailers that are
used as gift cards, gift certificates, credits for returned
product and retail promotions. SVS believes that its cards
provide benefits to retailers and their customers, including
ease of use and controls previously difficult to realize. Cards
and other services available through SVS are also believed to
have benefits in e-commerce, facilitating transactions between
on-line merchants and their customers.

Building upon its transaction processing and funds transfer
capabilities, Comdata established its payment services division
in 1999 for the purpose of extending Comdatas products and
services to customers outside the transportation industry.
Comchek eCash, marketed through the payment services division,
is a card-based service allowing employers, universities or
others to post or load payment of wages and other payments, such
as expense reimbursements, to Comchek cards issued to employees,
students and other recipients. Cardholders, in turn, may access
these funds in a number of ways, including withdrawal of cash
from ATMs, point-of-sale purchases at stores or issuance of a
Comdata negotiable draft. Long distance telephone service is
also available through the card.

Sales and Marketing

Comdata markets its services to the transportation industry
through a direct sales force operating in various cities
throughout the United States, and through a centralized
tele-sales operation. Comdata provides services to over 21,000
trucking fleet companies covering over 400,000 drivers, 8,000
truck stop and service centers and 420 terminal fueling
locations. Contracts with trucking companies generally range
from one to three years in duration, while contracts with
service centers are typically one or two years in duration.

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Through SVS, Comdata markets its private label cash cards and
ancillary services through a direct sales force operating in
Louisville, Kentucky. Comdata has contracts with approximately
60 retailers and oil companies to provide private label cash
cards and ancillary services. These contracts are generally
three years in duration.

Comdata emphasizes the selling of a greater variety of its
products and services to its existing customers and customers of
HRS businesses.

Competition

The principal competitive factors relevant to funds transfers
are marketing efforts, pricing, reliability of computer and
communications systems and time required to effect transactions.
The major credit and debit card companies, such as Visa,
MasterCard, American Express and Discover, are significant
competitors of Comdata in that they make cash available to, and
facilitate purchases of fuel and other products by, holders of
their cards on a nationwide basis. Several other companies also
offer similar funds transfer services, including T-Chek,
Multi-Service Corporation and Viastar Services Corporation. In
addition, truck stops often negotiate directly with trucking
companies for a direct billing relationship. Some of
Comdatas competitors, including TCH, LLC, an
affiliate of Flying J, Inc., also operate or franchise
nationwide truck stop chains. In addition, Comdata competes with
service centers, such as truck stops, that offer similar
products and services. Comdata also faces increasing competition
in the funds transfer area from ATMs that participate in
national networks.

While the majority of regulatory services continue to be
performed in-house, at least one other nationwide company,
Xerofax, and several regional companies, including The Permit
Company, provide permit services similar to those provided by
Comdata. Competition in this market is influenced by price, the
expertise of personnel and the ease with which permits may be
ordered and received. In addition, Comdata believes that
technological advances, such as the Internet, will impact the
way regulatory services are defined. These advances may give
rise to new competitors or change the way this service is
offered.

Comdata believes that one of its competitive weaknesses is that
its information technology infrastructure is, in many instances,
a mainframe based, legacy system built over many years. This
legacy system makes innovation cumbersome and comparatively
expensive. Many of Comdatas competitors are either
web-born or web-enabled and, thus, able
to take better advantage of transaction and information delivery
available through the Internet and information technology
systems architectures which are more open than that of
Comdatas. Another one of Comdatas competitive
weaknesses is that unlike competitors with a brand relationship
with a credit card association, such as Visa and MasterCard,
Comdatas proprietary Comchek card does not possess
ubiquitous acceptance. Finally, some of Comdatas
competitors possess greater financial and other resources than
Comdata.

Comdata believes that its competitive strengths include its:



| |   |                                                                                                                                            
| | - | -------------------------------------------------------------------------------------------------------------------------------------------
| |  | ability to provide services to trucking companies and drivers at
	a large number of locations in the continental United States and
	Canada;
|
| |  | ability to offer a variety of services, frequently tailored to
	an individual customers needs;                                            
|
| |  | proprietary databases regarding funds transfers and fuel
	purchases;                                                                       
|
| |  | long-term relationships in the transportation industry;                                                                                    
|
| |  | high quality of customer service; and                                                                                                      
|
| |  | product design innovation.                                                                                                                 

SVS and Comdatas payment services division compete with a
number of national companies in providing private label cards,
including American Express, Visa and ValueLink, an affiliate of
First Data Corporation. SVS and Comdatas payment services
division compete on the bases of price, systems and technology.
Comdata believes that one of the competitive weaknesses of SVS
and its payment services division is that most of their
competitors have established relationships with many of the
potential

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Comdata believes the competitive strengths of SVS and
Comdatas payment services division are:



| |   |                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------
| |  | leading edge information and communications systems which
	provide real-time connectivity with retailers existing
	platforms; and
|
| |  | experience in transaction processing and related services
	providing for reduced time of implementation of cash card
	solutions.  

Network and Data Processing Operations

Comdatas principal communications center for its funds
transfer business is located near its headquarters in Brentwood,
Tennessee, with a secondary center located in suburban Dallas,
Texas. MCI WorldCom Network Services, Inc. is the primary
supplier of telecommunications services to Comdata pursuant to
an agreement that continues until August 2001. Substantially all
of Comdatas internal data processing functions, including
its payment processing systems, are conducted in a facility
located near Nashville, Tennessee.

Regulation

Many states require persons engaged in the business of selling
or issuing payment instruments, such as the Comchek draft, or in
the business of transmitting funds to obtain a license from the
appropriate state agency. In some states, Comdata is required to
post bonds or other collateral to secure its obligations to its
customers in those states. Comdata believes that it is currently
in compliance in all material respects with the regulatory
requirements applicable to its business. The failure to comply
with the requirements of any particular state could
significantly harm Comdatas business in that state.

Research and Development

Comdatas research and development activities principally
include applications development to enhance existing products
and services. For example, Comdata has recently migrated from a
VISA platform to a MasterCard platform to provide local fueling
customers with its new Comchek MasterCard fleet card product.
This platform migration required Comdata to enhance its systems
to support this new platform. Comdata anticipates a continuing
need to develop applications to enhance its existing products
and services to meet the needs of its customers. Further,
Comdata expects to develop applications to bring additional
features to its products and services, thus enhancing their use
in new segments and industries.

The table below reflects the amount of research and development
expenses for Comdata for the periods indicated.

|                         |  |                       |     |      |  |      |     |   |  |   |     |  
|------------------------ |  | --------------------- | --- | ---- |  | ---- | --- | - |  | - | --- | -
|                         |  |                      
|                         |  | Years Ended          
|                         |  | December 31,         
|                         |  |                      
|                         |  | 2000                  |     | 1999 |  | 1998
|                         |  |                       |     |      |  |     
|                         |  |                      
|                         |  | (dollars in millions)
|                         |  |                       |     |      |  |      |     |   |  |   |     |  
|                        
|                        
|                        
|                        
|Research and development |  | $                     | 8.0 |      |  | $    | 8.6 |   |  | $ | 7.1 |  
|                        
|                        
|                        
|                        
|Percent of revenue       |  |                       | 2.6 | %    |  |      | 2.9 | % |  |   | 2.7 | %

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Additional Financial Information About Segments

We refer you to Note D, Segment Data, to our consolidated
financial statements for additional financial information about
our business segments. This information is incorporated by
reference into this section and may be found in Part II,
Item 8 of this report.

Other Investments and Divestitures

In addition to the spin-off transaction described previously
under the heading General, we refer you to Note F,
Investing Activity, to our consolidated financial
statements for further information on our investing and
divesting activities. This information is incorporated by
reference into this section and may be found in Part II,
Item 8 of this report.

Intellectual Property

We own or license a number of trademarks, tradenames,
copyrights, service marks, trade secrets and other intellectual
property rights that relate to HRS and Comdatas
products and services, including several mentioned in this
report. Although we believe that these intellectual property
rights are, in the aggregate, of material importance to our HRS
and Comdata businesses, we believe that none of our businesses
is materially dependent upon any particular trademark,
tradename, copyright, service mark, license or other
intellectual property right. We believe, however, that the
Ceridian name, marks and logos are of material
importance to us.

We have entered into confidentiality agreements with most of our
employees and consultants of our HRS and Comdata businesses. In
addition, we have entered into license agreements with customers
of our HRS and Comdata businesses, which agreements impose
restrictions on these customers use of HRS and
Comdatas proprietary software and other intellectual
property rights.

Employees

As of March 31, 2001, our HRS and Comdata businesses
employed approximately 9,600 people on a full- or part-time
basis, including 7,100 full-time and 700 part-time
employees of HRS and 1,600 full-time and 200 part-time
employees of Comdata. None of our employees is covered by a
collective bargaining agreement.

Backlog

Although our businesses are typically characterized by long-term
customer relationships that result in a high level of recurring
revenue, a substantial portion of our customer contracts used by
our businesses are terminable by our customers upon relatively
short notice periods, including contracts that have been
extended beyond their original terms. In addition, the period
between the time a customer agrees to use one of our services
and the time the service begins is generally relatively short.
For these reasons, we do not believe that meaningful backlog
information can be provided for our businesses.

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Item 1A.  Executive Officers of the Registrant

The following provides information on our executive officers as
of March 31, 2001:

|                       |  |                                                                                        
|---------------------- |  | ---------------------------------------------------------------------------------------
|Name (Age)             |  | Position                                                                               
|                       |  |                                                                                        
|                       |  |                                                                                        
|Ronald L. Turner (54)  |  | Chairman, President and Chief Executive Officer                                        
|                      
|John R. Eickhoff (60)  |  | Executive Vice President and Chief Financial Officer                                   
|                      
|Loren D. Gross (55)    |  | Vice President and Corporate Controller                                                
|                      
|Tony G. Holcombe (45)  |  | Executive Vice President, and President of Ceridian Employer/
        Employee Services
|                      
|Shirley J. Hughes (55) |  | Senior Vice President of Human Resources                                               
|                      
|Gary A. Krow (46)      |  | Executive Vice President, and President of Comdata                                     
|                      
|Gary M. Nelson (49)    |  | Vice President, General Counsel and Secretary                                          

Our executive officers are elected by our Board of Directors and
serve at the pleasure of the Board of Directors and the Chief
Executive Officer. They are customarily elected each year at the
meeting of the Board of Directors held in conjunction with the
annual meeting of stockholders. There are no immediate family
relationships between or among any of our executive officers.

Ronald L. Turner has been our Chairman, President and Chief
Executive Officer since our inception in August 2000.
Mr. Turner served in the following capacities with
Ceridians predecessor: Director from July 1998 to March
2001; Chairman from May 2000 to March 2001; Chief Executive
Officer from January 2000 to March 2001; President from April
1998 to March 2001; Chief Operating Officer from April 1998 to
January 2000; Executive Vice President of Operations from March
1997 to April 1998; and Executive Vice President and President
and Chief Executive Officer of its former Computing Devices
International division from January 1996 to March 1997.
Mr. Turner is a director of FLIR Systems, Inc. and
BTG, Inc. Mr. Turner has been a director of Ceridian
since its inception.

John R. Eickhoff has been our Executive Vice President and
Chief Financial Officer since our inception in August 2000.
Mr. Eickhoff served in the following capacities with
Ceridians predecessor: Executive Vice President and Chief
Financial Officer from January 25, 2000 to March 2001;
Executive Vice President of Strategic Development from
January 3, 2000 to January 25, 2000; and Executive
Vice President and Chief Financial Officer from May 1995 to
January 2000.

Loren D. Gross has been our Vice President and Corporate
Controller since our inception in August 2000. Mr. Gross
served as Vice President and Corporate Controller of
Ceridians predecessor from July 1993 to March 2001.

Tony G. Holcombe has been our Executive Vice President
since our inception in August 2000, and President of Ceridian
Employer/ Employee Services since March 2001. Mr. Holcombe
served in the following capacities with Ceridians
predecessor: Executive Vice President from November 1999 to
March 2001; President of Ceridian Employer/ Employee Services
from July 2000 to March 2001; President of Ceridian Employer
Services from November 1999 to July 2000; and Vice President and
President of Comdata from May 1997 to November 1999.
Mr. Holcombe was President and Chief Executive Officer of
National Processing, Inc., which provides transaction
processing services and customized processing solutions, from
October 1994 to March 1997.

Shirley J. Hughes has been our Senior Vice President of
Human Resources since our inception in August 2000.
Ms. Hughes served in the following capacities with
Ceridians predecessor: Senior Vice President of Human
Resources from June 1998 to March 2001. Ms. Hughes was Vice
President of Human Resources of Mercy Health Services, a
non-profit integrated health care delivery system, from October
1994 to June 1998.

Gary A. Krow has been our Executive Vice President since
our inception in August 2000 and President of Comdata since
November 1999. Mr. Krow served as Executive Vice President
of Ceridians

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Gary M. Nelson has been our Vice President, General Counsel
and Secretary since our inception in August 2000.
Mr. Nelson served in the following capacities with
Ceridians predecessor: Vice President and General Counsel
from July 1997 to March 2001; and Secretary from October 1998 to
March 2001. From 1983 to July 1997, Mr. Nelson was a
partner in the Oppenheimer Wolff & Donnelly LLP
law firm.




Item 2.  Properties

Our principal executive offices are located at 3311 East Old
Shakopee Road, Minneapolis, Minnesota 55425. As of
March 31, 2001, the principal computer and office
facilities used in our businesses were located in the
metropolitan areas of Minneapolis, Minnesota; Atlanta, Georgia;
Los Angeles, California; Nashville, Tennessee; Dallas, Texas;
Boston, Massachusetts; St. Petersburg, Florida; Philadelphia,
Pennsylvania; Manitoba, Ontario, and Quebec, Canada; and London,
England.

The following table summarizes the usage and location of our
facilities as of March 31, 2001:

Facilities



|                                |       |      |       |          |  |       |     |     |  |  |       |       | 
|------------------------------- | ----- | ---- | ----- | -------- |  | ----- | --- | --- |  |  | ----- | ----- | 
|                                |       | U.S. |       | Non-U.S. |  | Total
|                                |       |      |       |          |  |      
|                                |       |      |       |          |  |       |     |     |  |  |       |      
|Type of Property Interest       |       |      |       |          |  |       |     |     |  |  |       |      
|                               
|                               
|                               
|                               
|Owned                           |       |      | 393   |          |  |       |    |     |  |  | 393   |      
|                               
|                               
|                               
|                               
|Leased                          |       |      | 1,932 |          |  |       | 333 |     |  |  | 2,265 |      
|                                |       |      |       |          |  |       |     |     |  |  |       |      
|                                | Total |      |       | 2,325    |  |       |     | 333 |  |  |       | 2,658 | 
|                               
|Property Interest by Segment    |       |      |       |          |  |       |     |     |  |  |       |      
|                               
|                               
|                               
|                               
|Human Resource Services         |       |      | 1,515 |          |  |       | 320 |     |  |  | 1,835 |      
|                               
|                               
|                               
|                               
|Comdata                         |       |      | 434   |          |  |       | 13  |     |  |  | 447   |      
|                               
|                               
|                               
|                               
|Corporate                       |       |      | 376   |          |  |       |    |     |  |  | 376   |      
|                                |       |      |       |          |  |       |     |     |  |  |       |      
|                                | Total |      |       | 2,325    |  |       |     | 333 |  |  |       | 2,658 | 
|                               
|Utilization of Property         |       |      |       |          |  |       |     |     |  |  |       |      
|                               
|                               
|                               
|                               
|Office, Computer Center & Other |       |      | 2,115 |          |  |       | 317 |     |  |  | 2,432 |      
|                               
|                               
|                               
|                               
|Leased or Subleased to Others   |       |      | 210   |          |  |       | 16  |     |  |  | 226   |      
|                                |       |      |       |          |  |       |     |     |  |  |       |      
|                                | Total |      |       | 2,325    |  |       |     | 333 |  |  |       | 2,658 | 

In November 2000, Ceridians predecessor sold and leased
back its 207,000 square feet Minneapolis headquarters
complex in Minneapolis, Minnesota, raising cash of
$41 million. We currently lease this facility, which is the
location of our corporate headquarters.

We conduct a substantial portion of our operations in leased
facilities. Most of these leases contain renewal options and
require payment for taxes, insurance and maintenance. Space
subject to assigned leases is not included in the table above,
and we remain secondary liable under all of those leases. As of
March 31, 2001, the assigned leases consisted of
306,419 square feet of space and future rental obligations
totaling $3.7 million. We do not anticipate any material
non-performance by the assignees of those leases.

None of our owned facilities is subject to any major
encumbrances. We believe that our facilities are adequate for
their intended purposes, are adequately maintained and are
reasonably necessary for current and anticipated output levels
of those businesses.

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Item 3.  Legal Proceedings

We refer you to Note K, Legal Matters, to our
consolidated financial statements for information regarding
legal proceedings involving Ceridian and our subsidiaries. This
information is incorporated by reference into this item and may
be found in Part II, Item 8 of the report.




Item 4.  Submission of Matters to a Vote of
Security Holders

Old Ceridian as our sole stockholder approved a number of
matters in connection with the spin-off during the quarter ended
December 31, 2000, including the filing of our registration
statement on Form 10 with the Securities and Exchange
Commission, the filing of our application to list our common
stock on The New York Stock Exchange, most of our employee
benefit plans and other matters.




PART II







Item 5.  Market for Registrants Common Equity
and Related Stockholder Matters

Our common stock is listed and trades on The New York Stock
Exchange under the symbol CEN. Our common stock did
not trade during the year ended December 31, 2000.

The approximate number of holders of record of our common stock
on March 30, 2001 was 12,400. We have not declared or paid
any cash dividends on our common stock since our inception, and
our board of directors presently intends to retain all earnings
for use in the business for the foreseeable future.

We did not issue any unregistered securities during the quarter
ended December 31, 2000, except for the issuance of
1,000 shares of our common stock to Old Ceridian in
connection with our incorporation. In March 2001, we issued
145,818,709 unregistered shares of our common stock to Old
Ceridian in connection with the transfer to us by Old Ceridian
of assets and liabilities representing the HRS business and all
of the outstanding capital stock of the HRS and Comdata
subsidiaries. No underwriting commissions or discounts were paid
with respect to these sales of unregistered securities. The
issuance of the shares of our common stock to Old Ceridian were
made in reliance on Rule 506 of Regulation D and
Section 4(2) under the Securities Act of 1933. The
145,819,709 shares that were issued to Old Ceridian were
then transferred on March 30, 2001 to Old Ceridians
stockholders in connection with the spin-off. The issuance of
the shares of our common stock to Old Ceridians
stockholders in connection with the spin-off was made in
reliance on the position of the Division of Corporation Finance
Staff set forth in Staff Legal Bulletin No. 4 dated
September 16, 1997.




Item 6.  Selected Financial Data

We refer you to the section entitled Selected Five-Year
Data on the inside front cover of our 2000 Annual Report
to Stockholders, which is incorporated into this item by
reference and attached to this report as Exhibit 13.01, for
information on selected financial data.




Item 7.  Managements Discussion and Analysis
of Financial Condition and Results of Operations

We refer you to the section entitled Managements
Discussion and Analysis of Financial Condition and Results of
Operations on pages 8 through 18 of our 2000 Annual
Report to Stockholders, which is incorporated into this item by
reference and attached to this report as Exhibit 13.02.




Item 7A.  Quantitative and Qualitative Disclosures
About Market Risk

We refer you to the section entitled Quantitative and
Qualitative Disclosures About Market Risk on page 14
of our 2000 Annual Report to Stockholders within the
Managements Discussion and Analysis of Financial
Condition and Results of Operations, which is incorporated
into this item by reference and attached to this report as
Exhibit 13.02.

16



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##### Table of Contents






Item 8.  Financial Statements and Supplementary
Data

Our consolidated financial statements described in
Item 14(a)1 of this report are incorporated into this item
by reference and attached to this report as Exhibit 13.03.
We refer you to the section entitled Supplementary
Quarterly Data (Unaudited) on page 41 of our 2000
Annual Report to Stockholders, which is incorporated into this
item by reference and attached to this report as
Exhibit 13.04, for additional supplementary financial
information.




Item 9.  Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure

None.




PART III







Item 10.  Directors and Executive Officers of the
Registrant

We refer you to our Proxy Statement for our 2001 Annual Meeting
of Stockholders and the heading Election of
Directors for information regarding our directors and
nominees for director. This information is incorporated by
reference into this item of the report.

We refer you to our Proxy Statement for our 2001 Annual Meeting
of Stockholders and the heading Other Matters 
Section 16(a) Beneficial Ownership Reporting
Compliance for information regarding compliance with
Section 16(a) of the Securities Exchange Act of 1934. This
information is incorporated by reference into this item of the
report.

Information regarding our executive officers is found in
Item 1A of this report under the heading Executive
Officers of the Registrant.




Item 11.  Executive Compensation

We refer you to our Proxy Statement for our 2001 Annual Meeting
of Stockholders and the headings Director
Compensation, Report of Compensation and Human
Resources Committee, Stock Price Performance
Graph, Executive Compensation, and
Executive Employment Agreements and Change of Control
Arrangements. This information is incorporated by
reference into this item of the report.




Item 12.  Security Ownership of Certain Beneficial
Owners and Management

We refer you to our Proxy Statement for our 2001 Annual Meeting
of Stockholders and the headings Share Ownership
Information. This information is incorporated by reference
into this item of the report.




Item 13.  Certain Relationships and Related
Transactions

We refer you to our Proxy Statement for our 2001 Annual Meeting
of Stockholders and the heading Director
Compensation and the discussion of a consulting agreement
with a former director. This information is incorporated by
reference into this item of the report.

17



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##### Table of Contents






PART IV






|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 14. | Exhibits, Financial Statement Schedules and Reports on 
	 Form 8-K

(a)1.  Financial Statements of Registrant

We refer you to the following financial statements and reports
included in our 2000 Annual Report to Stockholders, which are
attached to this report as Exhibit 13.03 (with the
corresponding page numbers in the 2000 Annual Report to
Stockholders):

|                                                                                                      |  |      |       | 
|----------------------------------------------------------------------------------------------------- |  | ---- | ----- | 
|                                                                                                      |  | Page
|                                                                                                      |  |     
|                                                                                                      |  |      |       | 
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Independent Auditors Report                                                                          |  |      | 19    | 
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Consolidated Statements of Operations for the years ended
	December 31, 2000, 1999, and 1998          |  |      | 20    | 
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Consolidated Balance Sheets as of December 31, 2000 and 1999                                          |  |      | 21    | 
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Consolidated Statements of Cash Flows for the years ended
	December 31, 2000, 1999 and 1998           |  |      | 22    | 
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Consolidated Statements of Stockholders Equity for the
	years ended December 31, 2000, 1999 and 1998 |  |      | 23    | 
|                                                                                                     
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Notes to Consolidated Financial Statements for the three years
	ended December 31, 2000               |  |      | 24-40 | 

(a)2.  Financial Statement Schedules of Registrant

We refer you to Financial Statement Schedule II 
Ceridian Corporation and Subsidiaries Valuation and
Qualifying Accounts, together with the Independent
Auditors report on this schedule, that are found on
pages S-1 and S-2 of this report.

18



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##### Table of Contents



(a)3.  Exhibits

The following is a complete list of exhibits filed or
incorporated by reference as part of this report.

|        |  |                                                                                                                                                                                                                                                                                                                                             
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                             
|3.01    |  | Amended and Restated Certificate of Incorporation of Ceridian
	Corporation (formerly known as New Ceridian Corporation)
	(incorporated by reference to Exhibit 3.1 to
	Ceridians Registration Statement on Form 10 (File
	No.  001-16149)).                                                                                                
|3.02    |  | Amendment to Amended and Restated Certificate of Incorporation
	of Ceridian Corporation (formerly known as New Ceridian
	Corporation).                                                                                                                                                                                                      
|3.03    |  | Amended and Restated Bylaws of Ceridian Corporation (formerly
	known as New Ceridian Corporation) (incorporated by reference to
	Exhibit 3.2 to Ceridians Registration Statement on
	Form 10 (File No. 001-16149)).                                                                                                                        
|10.01   |  | Distribution Agreement between Arbitron Inc., formerly
	known as Ceridian Corporation, and Ceridian Corporation,
	formerly known as New Ceridian Corporation, dated February 
	14, 2001 (exhibits and schedules omitted) (incorporated by
	reference to Exhibit 10.1 to Ceridians Registration
	Statement on Form 10 (File No. 001-16149)).
|10.02   |  | Amendment No. 1 to Distribution Agreement between
	Arbitron  Inc., formerly known as Ceridian Corporation, and
	Ceridian Corporation, formerly known as New Ceridian
	Corporation, dated March 30, 2001 (exhibits and schedules
	omitted).                                                                                                  
|10.03   |  | Personnel Agreement between Arbitron Inc., formerly known
	as Ceridian Corporation, and Ceridian Corporation, formerly
	known as New Ceridian Corporation, dated February 14, 2001
	(incorporated by reference to Exhibit 10.2 to
	Ceridians Registration Statement on Form 10 (File
	No. 001-16149)).                                     
|10.04   |  | Tax Matters Agreement between Arbitron Inc., formerly known
	as Ceridian Corporation, and Ceridian Corporation, formerly
	known as New Ceridian Corporation, dated February 14, 2001
	(incorporated by reference to Exhibit 10.3 to
	Ceridians Registration Statement on Form 10 (File
	No. 001-16149)).                                   
|10.05   |  | Transition Services Agreement between Arbitron Inc.,
	formerly known as Ceridian Corporation, and Ceridian
	Corporation, formerly known as New Ceridian Corporation, dated
	February 14, 2001 (incorporated by reference to
	Exhibit 10.4 to Ceridians Registration Statement on
	Form  10 (File No. 001-16149)).                          
|10.06   |  | Sublease Agreement between Arbitron Inc., formerly known as
	Ceridian Corporation, and Ceridian Corporation, formerly known
	as New Ceridian Corporation, dated February 14, 2001
	(incorporated by reference to Exhibit 10.5 to
	Ceridians Registration Statement on Form 10 (File
	No. 001-16149)).                                      
|10.07*  |  | Executive Employment Agreement between Ceridian Corporation and
	Ronald L. Turner, dated March 30, 2001.                                                                                                                                                                                                                                    
|10.08*  |  | Executive Employment Agreement between Ceridian Corporation and
	John R. Eickhoff, dated March 30, 2001.                                                                                                                                                                                                                                    
|10.09*  |  | Executive Employment Agreement between Ceridian Corporation and
	Tony G. Holcombe, dated March 30, 2001.                                                                                                                                                                                                                                    
|10.10*  |  | Executive Employment Agreement between Ceridian Corporation and
	Gary A. Krow, dated March 30, 2001.                                                                                                                                                                                                                                        
|10.11*  |  | Executive Employment Agreement between Ceridian Corporation and
	Gary M. Nelson, dated March 30, 2001.                                                                                                                                                                                                                                      
|10.12*  |  | Ceridian Corporation 2001 Long-Term Stock Incentive Plan.                                                                                                                                                                                                                                                                                   
|10.13*  |  | Form of Ceridian Corporation Non-Statutory Stock Option Award
	Agreement (under the 2001 Long-Term Stock Incentive Plan).                                                                                                                                                                                                                   

19



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                                       
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                       
|10.14*  |  | Ceridian Corporation Employee Stock Purchase Plan (incorporated
	by reference to Exhibit 10.7 to Ceridians
	Registration Statement on Form 10 (File
	No. 001-16149)).                                                                                                                                                                                                
|10.15*  |  | Ceridian Corporation 2001 Director Performance Incentive Plan
	(incorporated by reference to Exhibit 10.8 to
	Ceridians Registration Statement on Form 10 (File
	No.  001-16149)).                                                                                                                                                                                   
|10.16*  |  | Form of Ceridian Corporation Non-Statutory Stock Option Award
	Agreement (under the 2001 Director Performance Incentive Plan).                                                                                                                                                                                                                                        
|10.17*  |  | Ceridian Corporation Benefit Equalization Plan, as amended
	(incorporated by reference to Exhibit 10.14 to
	Arbitron  Inc.s (formerly known as Ceridian
	Corporation) Annual Report on Form 10-K for the year ended
	December 31, 1994 (File No. 1-1969)).                                                                                                           
|10.18*  |  | Ceridian Corporation Benefit Equalization Plan, First
	Declaration of Amendment.                                                                                                                                                                                                                                                                                      
|10.19*  |  | Ceridian Corporation Benefit Equalization Plan, Second
	Declaration of Amendment.                                                                                                                                                                                                                                                                                     
|10.20*  |  | Ceridian Corporation Benefit Equalization Plan, Third
	Declaration of Amendment.                                                                                                                                                                                                                                                                                      
|10.21*  |  | Ceridian Corporation Employees Benefit Protection Trust
	Agreement, dated as of December 1, 1994, between Ceridian
	Corporation and First Trust National Association (incorporated
	by reference to Exhibit 10.15 to Arbitron  Inc.s
	(formerly known as Ceridian Corporation) Annual Report on
	Form 10-K for the year ended December 31, 1994 (File
	No. 1-1969)).
|10.22*  |  | First Declaration of Amendment to Ceridian Corporation
	Employees Benefit Protection Trust Agreement, effective as
	of January 1, 1999, between Ceridian Corporation and
	US  Bank National Association.                                                                                                                                                             
|10.23*  |  | Second Declaration of Amendment to Ceridian Corporation
	Employees Benefit Protection Trust Agreement, dated as of
	March 26, 2001, between Ceridian Corporation and
	US Bank National Association.                                                                                                                                                                  
|10.24*  |  | Ceridian Corporation Executive Investment Plan (incorporated by
	reference to Exhibit 10.17 to Arbitron Inc.s
	(formerly known as Ceridian Corporation) Annual Report on
	Form 10-K for the year ended December 31, 1998 (File
	No. 1-1969)).                                                                                                                        
|10.25*  |  | Ceridian Corporation Executive Investment Plan, First
	Declaration of Amendment.                                                                                                                                                                                                                                                                                      
|10.26*  |  | Ceridian Corporation Executive Investment Plan, Second
	Declaration of Amendment.                                                                                                                                                                                                                                                                                     
|10.27*  |  | Form of Indemnification Agreement between Ceridian Corporation
	and its Directors.                                                                                                                                                                                                                                                                                    
|10.28   |  | Credit Agreement, dated as of January 31, 2001 among
	Ceridian Corporation (formerly known as New Ceridian
	Corporation), as the borrower, Bank of America, N.A., as the
	Administrative Agent and L/ C issuer, Other Lenders thereto
	(exhibits and schedules omitted).                                                                                              
|10.29   |  | Credit Agreement, dated as of January 30, 1998, between The
	Toronto-Dominion Bank and Ceridian Canada Ltd. (exhibits
	and schedules omitted) (incorporated by reference to
	Exhibit 10.26 to Arbitron Inc.s (formerly known
	as Ceridian Corporation) Annual Report on Form 10-K for the
	year ended December 31, 1995 (File No. 1-1969)).                          
|10.30   |  | Amending Agreement to Credit Agreement, dated as of March 
	27, 2001, between The Toronto-Dominion Bank and Ceridian
	Canada Ltd.                                                                                                                                                                                                                                     
|10.31   |  | Guarantee Agreement, dated as of January 30, 1998, between
	Arbitron Inc. (formerly known as Ceridian Corporation) and
	The Toronto-Dominion Bank (incorporated by reference to
	Exhibit 10.27 to Arbitron Inc.s (formerly known
	as Ceridian Corporation) Annual Report on Form 10-K for the
	year ended December 31, 1997 (File No. 1-1969)).                      
|10.32   |  | Amendment to Guarantee Agreement, dated as of March 27,
	2001, between Ceridian Corporation (formerly known as New
	Ceridian Corporation) and The Toronto-Dominion Bank.                                                                                                                                                                                              

20



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##### Table of Contents



|        |  |                                                                                                                                                                                                                                                                                                                                                   
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                   
|10.33   |  | Credit Agreement, dated as of March 2, 1998, between
	Canadian Imperial Bank of Commerce and Ceridian Canada Ltd.
	(exhibits and schedules omitted) (incorporated by reference to
	Exhibit 10.28 to Arbitron Inc.s (formerly known
	as Ceridian Corporation) Annual Report on Form 10-K for the
	year ended December 31, 1997 (File No. 1-1969)).
|10.34   |  | Amendment Number 1 to Credit Agreement, dated as of
	August  30, 1999, between Canadian Imperial Bank of
	Commerce and Ceridian Canada Ltd.                                                                                                                                                                                                       
|10.35   |  | Amendment Number 2 to Credit Agreement, dated as of
	July  5, 2000, between Canadian Imperial Bank of Commerce
	and Ceridian Canada Ltd.                                                                                                                                                                                                          
|10.36   |  | Third Amendment to Credit Agreement, dated as of March 27,
	2001, between Canadian Imperial Bank of Commerce and Ceridian
	Canada Ltd.                                                                                                                                                                                                            
|10.37   |  | Guarantee Agreement, dated as of March 27, 2001, between
	Ceridian Corporation (formerly known as New Ceridian
	Corporation) and Canadian Imperial Bank of Commerce.                                                                                                                                                                              
|12.01   |  | Computation of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                         
|13.01   |  | Selected Five-Year Data (inside front cover of Ceridians
	2000 Annual Report to Stockholders).                                                                                                                                                                                                                                                   
|13.02   |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations (pages 8 through 18 of
	Ceridians 2000 Annual Report to Stockholders).                                                                                                                                                                                    
|13.03   |  | Consolidated Financial Statements of Ceridian Corporation
	(pages 19 through 40 of Ceridians 2000 Annual Report
	to Stockholders).                                                                                                                                                                                                               
|13.04   |  | Supplementary Quarterly Data (Unaudited) (page 41 of
	Ceridians 2000 Annual Report to Stockholders).                                                                                                                                                                                                                                             
|21.01   |  | Subsidiaries of Ceridian.                                                                                                                                                                                                                                                                                                                         
|23.01   |  | Consent of Independent Auditors  KPMG LLP.                                                                                                                                                                                                                                                                                                       
|24.01   |  | Power of Attorney.                                                                                                                                                                                                                                                                                                                                



---



|  |                                                                                                            
|- | -----------------------------------------------------------------------------------------------------------
|* | Management contract or compensatory plan or arrangement required
	to be filed as an exhibit to this report.

We will provide you with copies of any of the exhibits listed
above, upon request and payment of its reasonable expenses in
furnishing such exhibits. We will also provide to the Securities
and Exchange Commission, upon request, any exhibit or schedule
to any of the foregoing exhibits which has not been filed.

(b)  Reports on Form 8-K

We were not subject to the reporting requirements under the
Securities Exchange Act of 1934 and, therefore, did not file any
Current Reports on Form 8-K during the quarter ended
December 31, 2000.

21



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##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned,
thereunto duly authorized, as of March 31, 2001.



| |                     
| | --------------------
| | CERIDIAN CORPORATION



| |    |                     
| | -- | --------------------
| | By | /s/ Ronald L. Turner

| |                                                
| | -----------------------------------------------
| |                                                
| | Ronald L. Turner                               
| | Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this report has been signed below by the following persons
on behalf of the Registrant and in the capacities indicated as
of March 31, 2001.

|                                                                                                          |  |                                                                                             
|--------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------
|/s/ Ronald L. Turner                                                                                      |  | /s/ John R. Eickhoff                                                                        
|                                                                                                          |  |                                                                                             
|Ronald L. Turner
	Chairman, President and Chief Executive
	Officer (Principal Executive Officer)          |  | John R. Eickhoff
	Executive Vice President
	Financial Officer
	(Principal Financial Officer)
|                                                                                                         
|/s/ Loren D. GrossLoren D. Gross
	Vice President and Corporate Controller
	(Principal Accounting Officer) |  |                                                                                             
|                                                                                                         
|/s/ Bruce R. Bond                                                                                         |  | /s/ William J. Cadogan                                                                      
|                                                                                                          |  |                                                                                             
|Bruce R. Bond, Director                                                                                   |  | William J. Cadogan, Director                                                                
|                                                                                                         
|/s/ Nicholas D. Chabraja                                                                                  |  | /s/ Robert H. Ewald                                                                         
|                                                                                                          |  |                                                                                             
|Nicholas D. Chabraja, Director                                                                            |  | Robert H. Ewald, Director                                                                   
|                                                                                                         
|/s/ Ronald T. LeMay                                                                                       |  | /s/ George R. Lewis                                                                         
|                                                                                                          |  |                                                                                             
|Ronald T. LeMay, Director                                                                                 |  | George R. Lewis, Director                                                                   
|                                                                                                         
|/s/ Carole J. Uhrich                                                                                      |  | /s/ Paul S. Walsh                                                                           
|                                                                                                          |  |                                                                                             
|Carole J. Uhrich, Director                                                                                |  | Paul S. Walsh, Director                                                                     

22



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##### Table of Contents



SCHEDULE II




CERIDIAN CORPORATION AND SUBSIDIARIES

VALUATION AND QUALIFYING ACCOUNTS




|                                           |  |                         |       |      |  |      |       |   |  |   |      |  
|------------------------------------------ |  | ----------------------- | ----- | ---- |  | ---- | ----- | - |  | - | ---- | -
|                                           |  |                        
|                                           |  | Year Ended December 31,
|                                           |  | 2000                    |       | 1999 |  | 1998
|Allowance for Doubtful Accounts Receivable |  |                         |       |      |  |     
|                                           |  |                         |       |      |  |      |       |   |  |   |      |  
|Balance at beginning of year               |  | $                       | 17.5  |      |  | $    | 19.7  |   |  | $ | 9.2  |  
|Additions charged to costs and expenses    |  |                         | 14.8  |      |  |      | 16.8  |   |  |   | 14.3 |  
|Write-offs and other adjustments (1)       |  |                         | (14.9 | )    |  |      | (19.0 | ) |  |   | (3.8 | )
|Balance at end of year                     |  | $                       | 17.4  |      |  | $    | 17.5  |   |  | $ | 19.7 |  



---

(1)  Other adjustments include the effect of acquisitions
and dispositions of businesses.

S-1



---



##### Table of Contents



INDEPENDENT AUDITORS REPORT ON FINANCIAL STATEMENT SCHEDULE

THE BOARD OF DIRECTORS AND STOCKHOLDERS



Under date of January 24, 2001, we reported on the
consolidated balance sheets of Ceridian Corporation and
subsidiaries as of December 31, 2000 and 1999, and the
related consolidated statements of operations, cash flows and
stockholders equity for each of the years in the
three-year period ended December 31, 2000, as contained in
Ceridians 2000 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are
incorporated by reference in the Annual Report on Form 10-K
for the year 2000. In connection with our audits of the
aforementioned consolidated financial statements, we also
audited the related consolidated financial statement schedule as
listed in the accompanying index (see Item 14.(a)2.). This
financial statement schedule is the responsibility of
Ceridians management. Our responsibility is to express an
opinion on this financial statement schedule based on our audits.

In our opinion, such financial statement schedule, when
considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.



| |             
| | ------------
| | /s/ KPMG LLP

Minneapolis, Minnesota



S-2



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##### Table of Contents



CERIDIAN CORPORATION

ANNUAL REPORT ON FORM 10-K







EXHIBIT INDEX


|        |  |                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                          
|3.01*   |  | Amended and Restated Certificate of Incorporation of Ceridian
	Corporation (formerly known as New Ceridian Corporation).                                                                                                 
|3.02    |  | Amendment to Amended and Restated Certificate of Incorporation
	of Ceridian Corporation (formerly known as New Ceridian
	Corporation).                                                                                   
|3.03*   |  | Amended and Restated Bylaws of Ceridian Corporation (formerly
	known as New Ceridian Corporation).                                                                                                                       
|10.01*  |  | Distribution Agreement between Arbitron Inc., formerly
	known as Ceridian Corporation, and Ceridian Corporation,
	formerly known as New Ceridian Corporation, dated February 
	14, 2001 (exhibits and schedules omitted).
|10.02   |  | Amendment No. 1 to Distribution Agreement between
	Arbitron  Inc., formerly known as Ceridian Corporation, and
	Ceridian Corporation, formerly known as New Ceridian
	Corporation, dated March 30, 2001.                 
|10.03*  |  | Personnel Agreement between Arbitron Inc., formerly known
	as Ceridian Corporation, and Ceridian Corporation, formerly
	known as New Ceridian Corporation, dated February 14, 2001.                                      
|10.04*  |  | Tax Matters Agreement between Arbitron Inc., formerly known
	as Ceridian Corporation, and Ceridian Corporation, formerly
	known as New Ceridian Corporation, dated February 14, 2001.                                    
|10.05*  |  | Transition Services Agreement between Arbitron Inc.,
	formerly known as Ceridian Corporation, and Ceridian
	Corporation, formerly known as New Ceridian Corporation, dated
	February 14, 2001.                           
|10.06*  |  | Sublease Agreement between Arbitron Inc., formerly known as
	Ceridian Corporation, and Ceridian Corporation, formerly known
	as New Ceridian Corporation, dated February 14, 2001.                                       
|10.07   |  | Executive Employment Agreement between Ceridian Corporation and
	Ronald L. Turner, dated March 30, 2001.                                                                                                                 
|10.08   |  | Executive Employment Agreement between Ceridian Corporation and
	John R. Eickhoff, dated March 30, 2001.                                                                                                                 
|10.09   |  | Executive Employment Agreement between Ceridian Corporation and
	Tony G. Holcombe, dated March 30, 2001.                                                                                                                 
|10.10   |  | Executive Employment Agreement between Ceridian Corporation and
	Gary A. Krow, dated March 30, 2001.                                                                                                                     
|10.11   |  | Executive Employment Agreement between Ceridian Corporation and
	Gary M. Nelson, dated March 30, 2001.                                                                                                                   
|10.12   |  | Ceridian Corporation 2001 Long-Term Stock Incentive Plan.                                                                                                                                                                
|10.13   |  | Form of Ceridian Corporation Non-Statutory Stock Option Award
	Agreement (under the 2001 Long-Term Stock Incentive Plan).                                                                                                
|10.14*  |  | Ceridian Corporation Employee Stock Purchase Plan.                                                                                                                                                                       
|10.15*  |  | Ceridian Corporation 2001 Director Performance Incentive Plan.                                                                                                                                                           
|10.16   |  | Form of Ceridian Corporation Non-Statutory Stock Option Award
	Agreement (under the 2001 Director Performance Incentive Plan).                                                                                           
|10.17*  |  | Ceridian Corporation Benefit Equalization Plan, as amended.                                                                                                                                                              
|10.18   |  | Ceridian Corporation Benefit Equalization Plan, First
	Declaration of Amendment.                                                                                                                                         
|10.19   |  | Ceridian Corporation Benefit Equalization Plan, Second
	Declaration of Amendment.                                                                                                                                        
|10.20   |  | Ceridian Corporation Benefit Equalization Plan, Third
	Declaration of Amendment.                                                                                                                                         
|10.21*  |  | Ceridian Corporation Employees Benefit Protection Trust
	Agreement, dated as of December 1, 1994, between Ceridian
	Corporation and First Trust National Association.                                                   





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##### Table of Contents



|        |  |                                                                                                                                                                                                                                       
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                       
|10.22   |  | First Declaration of Amendment to Ceridian Corporation
	Employees Benefit Protection Trust Agreement, effective as
	of January 1, 1999, between Ceridian Corporation and
	US  Bank National Association.                             
|10.23   |  | Second Declaration of Amendment to Ceridian Corporation
	Employees Benefit Protection Trust Agreement, dated as of
	March 26, 2001, between Ceridian Corporation and
	US Bank National Association.                                  
|10.24*  |  | Ceridian Corporation Executive Investment Plan.                                                                                                                                                                                       
|10.25   |  | Ceridian Corporation Executive Investment Plan, First
	Declaration of Amendment.                                                                                                                                                      
|10.26   |  | Ceridian Corporation Executive Investment Plan, Second
	Declaration of Amendment.                                                                                                                                                     
|10.27   |  | Form of Indemnification Agreement between Ceridian Corporation
	and its Directors.                                                                                                                                                    
|10.28   |  | Credit Agreement, dated as of January 31, 2001 among
	Ceridian Corporation (formerly known as New Ceridian
	Corporation), as the borrower, Bank of America, N.A., as the
	Administrative Agent and L/ C issuer, Other Lenders thereto.
|10.29*  |  | Credit Agreement, dated as of January 30, 1998, between The
	Toronto-Dominion Bank and Ceridian Canada Ltd.                                                                                                                           
|10.30   |  | Amending Agreement to Credit Agreement, dated as of March 
	27, 2001, between The Toronto-Dominion Bank and Ceridian
	Canada Ltd.                                                                                                     
|10.31*  |  | Guarantee Agreement, dated as of January 30, 1998, between
	Arbitron Inc. (formerly known as Ceridian Corporation) and
	The Toronto-Dominion Bank.                                                                                    
|10.32   |  | Amendment to Guarantee Agreement, dated as of March 27,
	2001, between Ceridian Corporation (formerly known as New
	Ceridian Corporation) and The Toronto-Dominion Bank.                                                              
|10.33*  |  | Credit Agreement, dated as of March 2, 1998, between
	Canadian Imperial Bank of Commerce and Ceridian Canada Ltd.                                                                                                                     
|10.34   |  | Amendment Number 1 to Credit Agreement, dated as of
	August  30, 1999, between Canadian Imperial Bank of
	Commerce and Ceridian Canada Ltd.                                                                                           
|10.35   |  | Amendment Number 2 to Credit Agreement, dated as of
	July  5, 2000, between Canadian Imperial Bank of Commerce
	and Ceridian Canada Ltd.                                                                                              
|10.36   |  | Third Amendment to Credit Agreement, dated as of March 27,
	2001, between Canadian Imperial Bank of Commerce and Ceridian
	Canada Ltd.                                                                                                
|10.37   |  | Guarantee Agreement, dated as of March 27, 2001, between
	Ceridian Corporation (formerly known as New Ceridian
	Corporation) and Canadian Imperial Bank of Commerce.                                                                  
|12.01   |  | Computation of Earnings to Fixed Charges.                                                                                                                                                                                             
|13.01   |  | Selected Five-Year Data (inside front cover of Ceridians
	2000 Annual Report to Stockholders).                                                                                                                                       
|13.02   |  | Managements Discussion and Analysis of Financial Condition
	and Results of Operations (pages 8 through 18 of
	Ceridians 2000 Annual Report to Stockholders).                                                                        
|13.03   |  | Consolidated Financial Statements of Ceridian Corporation
	(pages 19 through 40 of Ceridians 2000 Annual Report
	to Stockholders).                                                                                                   
|13.04   |  | Supplementary Quarterly Data (Unaudited) (page 41 of
	Ceridians 2000 Annual Report to Stockholders).                                                                                                                                 
|21.01   |  | Subsidiaries of Ceridian.                                                                                                                                                                                                             
|23.01   |  | Consent of Independent Auditors  KPMG LLP.                                                                                                                                                                                           
|24.01   |  | Power of Attorney.                                                                                                                                                                                                                    



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|* | Incorporated by Reference.

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