STUVWXYZR March 2, 2001 Dear Stockholder: As we first announced in July 2000, Ceridian will split into two independent, publicly-traded companies, Ceridian and Arbitron, through a tax-free spin transaction. We believe the separation of Arbitron and Ceridian will create two sharply focused companies well-positioned to pursue and realize their potential as independent companies in the distinctly different markets they serve. Both businesses have strong competitive positions within their respective markets, solid existing businesses and attractive future prospects. As separate companies, we believe they will be in a better position to pursue attractive growth opportunities for the benefit of the employees and customers of their businesses while optimizing the value of each individual company. After the transaction, Ceridian will be comprised of its human resource services division and subsidiaries and Comdata subsidiaries. These businesses have similar operational profiles in that both provide outsourcing services to customers of all sizes and both have large-scale transaction processing, money movement and regulatory compliance services as their core businesses. Both businesses have significant growth opportunities in their respective markets. We plan to maximize the synergies and the opportunities for cross-selling that exist among and between Comdata and our human resource services business to take better advantage of the potential in these markets. As an independent company, Arbitron will be in a better position to take advantage of the opportunities presented by its two promising new technologies, the Portable People Meter and Arbitron Webcast Ratings. Arbitron plans to pursue co-product development, co-marketing and other relationships with third parties to help accelerate the full commercialization of these two new services which Arbitron believes will significantly improve the way radio, television, cable and Internet streaming media audiences are measured. The spin-off, which generally will be tax-free to Ceridian's stockholders, does not require any action on your part, and will be completed on March 30, 2001. For each share of Ceridian common stock that you own as of the close of business on March 16, 2001, you will receive one share of ``New Ceridian'' common stock. Shares of New Ceridian common stock will trade on The New York Stock Exchange under the ticker symbol ``CEN.'' Your current ``Old Ceridian'' common stock will become known as ``Arbitron'' common stock and will continue to trade on The New York Stock Exchange, but under the symbol ``ARB.'' We will also in connection with the spin-off effect a one-for-five reverse stock split of Arbitron common stock, which will be effective immediately after the spin-off. The enclosed Information Statement provides important information about the spin-off and the business, management and financial performance of the two separate companies that will resultÐ Ceridian and Arbitron. We encourage you to read the Information Statement carefully. Please note that a stockholder vote is not required for the spin-off, and holders of Ceridian's common stock are not required to take any action to participate in the spin-off. Therefore, we are not asking you for a proxy. Very truly yours, Ronald L. Turner Chairman, President and Chief Executive Officer INFORMATION STATEMENT NEW CERIDIAN CORPORATION Common Stock ARBITRON INC. Common Stock We are furnishing you with this information statement in connection with the spin-off by Ceridian Corporation (which entity this document refers to as ``Ceridian'') of all of the outstanding common stock of a wholly owned subsidiary of Ceridian (which subsidiary is currently named ``New Ceridian Corporation,'' will be renamed ``Ceridian Corporation'' after the spin-off and this document refers to as ``New Ceridian'') that will own and operate Ceridian's human resource services division and human resource services and Comdata subsidiaries. Prior to the spin-off, Ceridian will contribute to New Ceridian substantially all of the assets, liabilities and operations of its human resource services division and the capital stock of its human resource services subsidiaries and Comdata subsidiaries, which together accounted for 85.6 percent of Ceridian's revenues and 71.9 percent of its former income from continuing operations in 1999. After the spin-off, Ceridian's only remaining business will be its media information business known as ``Arbitron.'' Therefore, in connection with the spin-off, Ceridian will change its name to ``Arbitron Inc.'' (which entity this document refers to as ``Arbitron''). If you are a Ceridian stockholder at the close of business on March 16, 2001, you will receive one share of New Ceridian common stock for every one share of Ceridian common stock you hold at that time. You will receive your shares of New Ceridian automatically. You do not need to take any action. The spin-off will occur on March 30, 2001. The spin-off does not require approval by stockholders of Ceridian. Therefore, we are not asking you for a proxy and request that you do not send us a proxy. Currently, there is no trading market for New Ceridian's common stock. However, New Ceridian expects that a limited market, commonly known as a ``when-issued'' trading market, for its common stock will develop on or shortly before the record date for the spin-off, and expects ``regular way'' trading of its common stock to begin on the first trading day after the spin-off. New Ceridian's common stock will trade on The New York Stock Exchange under the trading symbol ``CEN.'' Consistent with the name change of Ceridian to Arbitron, the trading symbol under which the common stock of Arbitron will trade will be changed to ``ARB'' in connection with the spin-off. Additionally, a one-for-five reverse stock split of Arbitron common stock will take place effective immediately after the spin-off. Owning shares of New Ceridian and Arbitron will involve risks. You should consider carefully the risk factors beginning on page 21 of this information statement. This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities of New Ceridian or Arbitron. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense. The date of this information statement is March 2, 2001. TABLE OF CONTENTS Page Summary ................................................................ 1 Risk Factors .............................................................. 21 Cautionary Statement as to Forward-Looking Statements ............................. 41 The Spin-Off ............................................................. 42 Relationship Between New Ceridian and Arbitron After the Spin-Off .................... 55 Financing Arrangements for New Ceridian ....................................... 63 Capitalization of New Ceridian (Accounting Successor to Ceridian) ...................... 65 Dividend Policy of New Ceridian ............................................... 66 Selected Historical Consolidated Financial Data of Ceridian ........................... 67 Unaudited Pro Forma Consolidated Financial Information of New Ceridian (Accounting Successor to Ceridian) .................................................... 68 Management's Discussion and Analysis of Financial Condition and Results of Operations of Ceridian ............................................................... 73 Business of New Ceridian .................................................... 87 Management of New Ceridian ................................................ 103 New Ceridian Related Party Relationships and Transactions ........................... 125 New Ceridian Stock Ownership Information ...................................... 126 Description of New Ceridian Capital Stock ....................................... 128 Financing Arrangements for Arbitron ........................................... 131 Capitalization of Arbitron .................................................... 133 Dividend Policy of Arbitron .................................................. 133 Selected Historical Combined Financial Data of Arbitron ............................. 134 Unaudited Pro Forma Combined Financial Information of Arbitron ..................... 135 Management's Discussion and Analysis of Financial Condition and Results of Operations of Arbitron ............................................................... 140 Business of Arbitron ....................................................... 147 Management of Arbitron .................................................... 162 Arbitron Related Party Relationships and Transactions ............................... 175 Arbitron Stock Ownership Information .......................................... 176 Description of Arbitron Capital Stock ........................................... 179 Where You Can Find More Information About New Ceridian ......................... 182 Where You Can Find More Information About Arbitron ............................. 183 Index to Ceridian Corporation Consolidated Financial Statements ....................... F-1 Index to New Ceridian Corporation Financial Statement ............................. F-47 Index to Arbitron Inc. Combined Financial Statements ............................... F-51 All references to ``Ceridian,'' ``we'' or ``our''