10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly reporting period ended March 31, 2018

☐ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from                      to                     

Commission file number 001-38467

Ceridian HCM Holding Inc.

(Exact name of registrant as specified in its charter)

Delaware	46-3231686
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification Number)

3311 East Old Shakopee Road

Minneapolis, Minnesota 55425

(952) 853-8100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☐    No  ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☐
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as the latest practicable date: 136,703,308 shares of Common Stock, $0.01 par value per share, as of May 23, 2018.

Ceridian HCM Holding Inc.

Table of Contents

		Page
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS			4
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (unaudited)		6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		32
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		52
Item 4.	Controls and Procedures		53
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings		54
Item 1A.	Risk Factors		54
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		54
Item 3.	Defaults Upon Senior Securities		54
Item 4.	Mine Safety Disclosures		54
Item 5.	Other Information		54
Item 6.	Exhibits		55

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Form 10-Q”) contains forward-looking statements, including, without limitation, statements concerning the conditions of the human capital management (“HCM”) solutions industry and our operations, performance, and financial condition, including, in particular, statements relating to our business, growth strategies, product development efforts, and future expenses. Forward-looking statements can be identified by words such as “anticipates,” “intends,” “plans,” “seeks,” “believes,” “estimates,” “expects,” and similar references to future periods, or by the inclusion of forecasts or projections. Examples of forward-looking statements include, but are not limited to, statements we make regarding the outlook for our future business and financial performance, such as those contained in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Forward-looking statements are based on our current expectations and assumptions regarding our business, the economy, and other future conditions. Because forward-looking statements relate to the future, by their nature, they are subject to inherent uncertainties, risks, and changes in circumstances that are difficult to predict. As a result, our actual results may differ materially from those contemplated by the forward-looking statements. Important factors that could cause actual results to differ materially from those in the forward-looking statements include regional, national, or global political, economic, business, competitive, market, and regulatory conditions and the following:

• our inability to attain or to maintain profitability;

• significant competition for our solutions;

• our inability to continue to develop or to sell our existing Cloud solutions;

• our inability to manage our growth effectively;

• the risk that we may not be able to successfully migrate our Bureau customers to our Cloud

• solutions or to offset the decline in Bureau revenue with Cloud revenue;

• the market for enterprise cloud computing develops slower than we expect or declines;

• efforts to increase use of our Cloud solutions and our other applications may not succeed;

• we fail to provide enhancements and new features and modifications to our solutions;

• failure to comply with the Federal Trade Commission’s (“FTC”) ongoing consent order regarding data protection;

• system interruptions or failures, including cyber-security breaches, identity theft, or other disruptions that could compromise our information;

• our failure to comply with applicable privacy, security and data laws, regulations and standards;

• changes in regulations governing privacy concerns and laws or other domestic or foreign data protection regulations;

• we are unable to successfully expand our current offerings into new markets or further penetrate existing markets;

• we are unable to meet the more complex configuration and integration demands of our large customers;

• our customers declining to renew their agreements with us or renewing at lower performance fee levels;

• we fail to manage our technical operations infrastructure;

• we are unable to maintain necessary third party licenses or errors;

• our inability to protect our intellectual property rights, proprietary technology, information, processes, and know-how;

• we fail to keep pace with rapid technological changes and evolving industry standards; or

• changes in laws and regulations related to the Internet or changes in the Internet infrastructure itself.

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See Part II. Item IA. “Risk Factors” for a further description of these and other factors. Although we have attempted to identify important risk factors, there may be other risk factors not presently known to us or that we presently believe are not material that could cause actual results and developments to differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. If any of these risks materialize, or if any of the above assumptions underlying forward-looking statements prove incorrect, actual results and developments may differ materially from those made in or suggested by the forward-looking statements contained in this Form 10-Q. For the reasons described above, we caution you against relying on any forward-looking statements, which should also be read in conjunction with the other cautionary statements that are included elsewhere in this Form 10-Q. Any forward-looking statement made by us in this speaks only as of the date on which we make it. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update or to revise any forward-looking statement, whether as a result of new information, future developments, or otherwise, except as may be required by law. Comparisons of results for current and any prior periods are not intended to express any future trends or indications of future performance, unless specifically expressed as such, and should be viewed as historical data.

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PART I. FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Ceridian HCM Holding Inc.

Condensed Consolidated Balance Sheets

(Dollars in millions, except share data)

	March 31, 2018			December 31, 2017
	(unaudited)
ASSETS
Current assets:
Cash and equivalents	$	62.2		$	99.6
Trade and other receivables, net		81.1			79.9
Prepaid expenses		49.2			37.9
Other current assets		1.8			5.3
Total current assets before customer trust funds		194.3			222.7
Customer trust funds		4,293.9			4,099.7
Total current assets		4,488.2			4,322.4
Property, plant, and equipment, net		103.4			103.8
Goodwill		2,075.8			2,087.3
Other intangible assets, net		206.6			212.4
Other assets		5.5			4.0
Total assets	$	6,879.5		$	6,729.9
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—		$	—
Accounts payable		47.6			48.8
Accrued interest		2.7			15.9
Deferred revenue		18.5			16.8
Employee compensation and benefits		55.7			70.0
Other accrued expenses		16.7			15.5
Total current liabilities before customer trust funds obligations		141.2			167.0
Customer trust funds obligations		4,313.2			4,105.5
Total current liabilities		4,454.4			4,272.5
Long-term debt, less current portion		1,120.5			1,119.8
Employee benefit plans		147.3			152.4
Other liabilities		53.8			56.2
Total liabilities		5,776.0			5,600.9
Commitments and contingencies (Note 15)
Stockholders’ equity:
Senior preferred stock, $0.01 par, 70,000,000 shares authorized, 16,802,144 shares issued and outstanding as of March 31, 2018 and December 31, 2017		190.1			184.8
Junior preferred stock, $0.01 par, 70,000,000 shares authorized, 58,244,308 shares issued and outstanding as of March 31, 2018 and December 31, 2017		0.6			0.6
Common stock, $0.01 par, 150,000,000 shares authorized, 65,374,309 shares issued and outstanding as of March 31, 2018 and 65,285,962 shares issued and outstanding as of December 31, 2017		0.7			0.7
Additional paid in capital		1,568.3			1,565.4
Accumulated deficit		(355.6	)		(348.2	)
Accumulated other comprehensive loss		(337.7	)		(312.1	)
Total stockholders’ equity		1,066.4			1,091.2
Noncontrolling interest		37.1			37.8
Total equity		1,103.5			1,129.0
Total liabilities and equity	$	6,879.5		$	6,729.9

See accompanying notes to condensed consolidated financial statements.

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Ceridian HCM Holding Inc.

Condensed Consolidated Statements of Operations

(Unaudited; dollars in millions, except share and per share data)

	Three Months ended March 31,
	2018			2017
Revenue:
Recurring services	$	188.7		$	171.4
Professional services and other		20.2			15.6
Total revenue		208.9			187.0
Cost of revenue:
Recurring services		62.7			58.8
Professional services and other		32.8			33.9
Product development and management		15.4			12.8
Depreciation and amortization		8.8			7.7
Total cost of revenue		119.7			113.2
Gross profit		89.2			73.8
Costs and expenses:
Selling, general, and administrative		65.6			60.7
Other (income) expense, net		(2.8	)		0.9
Interest expense, net		22.2			21.4
Total costs and expenses		85.0			83.0
Income (loss) from continuing operations before income taxes		4.2			(9.2	)
Income tax expense		6.8			2.5
Loss from continuing operations		(2.6	)		(11.7	)
Income from discontinued operations		—			0.5
Net loss		(2.6	)		(11.2	)
Net loss attributable to noncontrolling interest		(0.5	)		—
Net loss attributable to Ceridian	$	(2.1	)	$	(11.2	)
Net loss per share attributable to Ceridian—basic and diluted (Note 18)	$	(0.11	)	$	(0.24	)
Weighted-average shares used to compute net loss per share attributable to Ceridian—basic and diluted (Note 18)		65,314,462			65,034,610

See accompanying notes to condensed consolidated financial statements.

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Ceridian HCM Holding Inc.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited, dollars in millions)

	Three Months ended March 31,
	2018			2017
Net loss	$	(2.6	)	$	(11.2	)
Items of other comprehensive income (loss) before income taxes:
Change in foreign currency translation adjustment		(16.1	)		4.9
Change in unrealized (loss) gain from invested customer trust funds		(13.4	)		1.8
Change in pension liability adjustment (1)		2.9			2.6
Other comprehensive (loss) income before income taxes		(26.6	)		9.3
Income tax expense, net		0.8			1.6
Other comprehensive (loss) income after income taxes		(27.4	)		7.7
Comprehensive loss		(30.0	)		(3.5	)
Comprehensive (loss) income attributable to noncontrolling interest		(0.7	)		0.1
Comprehensive loss attributable to Ceridian	$	(29.3	)	$	(3.6	)

(1) The amount of the pension liability adjustment recognized in the consolidated statements of operations within selling, general, and administrative expense was $3.0 during the three months ended March 31, 2018, and $2.6 during the three months ended March 31, 2017.

See accompanying notes to condensed consolidated financial statements.

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Ceridian HCM Holding Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited, dollars in millions)

	Three Months ended March 31,
	2018			2017
Net loss	$	(2.6	)	$	(11.2	)
Income from discontinued operations		—			(0.5	)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax benefit		(0.1	)		(0.3	)
Depreciation and amortization		14.9			14.1
Amortization of debt issuance costs and debt discount		1.0			0.8
Net periodic pension and postretirement cost		0.6			0.3
Share-based compensation		2.9			4.5
Other		(0.1	)		(0.4	)
Changes in operating assets and liabilities excluding effects of acquisitions and divestitures:
Trade and other receivables		(1.9	)		4.0
Prepaid expenses and other current assets		(11.4	)		(9.3	)
Accounts payable and other accrued expenses		(0.5	)		(5.5	)
Deferred revenue		1.7			0.7
Employee compensation and benefits		(16.7	)		(19.9	)
Accrued interest		(13.1	)		(13.5	)
Accrued taxes		6.3			(8.5	)
Other assets and liabilities		(4.3	)		0.7
Net cash used in operating activities—continuing operations		(23.3	)		(44.0	)
Net cash used in operating activities—discontinued operations		(0.1	)		(0.7	)
Net cash used in operating activities		(23.4	)		(44.7	)
Cash Flows from Investing Activities
Purchase of customer trust funds marketable securities		(520.6	)		(185.7	)
Proceeds from sale and maturity of customer trust funds marketable securities		175.4			133.8
Net change in restricted cash and other restricted assets held to satisfy customer trust funds obligations		114.8			(860.1	)
Expenditures for property, plant, and equipment		(2.9	)		(2.6	)
Expenditures for software and technology		(7.4	)		(6.2	)
Net proceeds from divestitures		—			0.9
Net cash used in investing activities		(240.7	)		(919.9	)
Cash Flows from Financing Activities
Increase in customer trust funds obligations, net		230.4			912.0
Repurchase of stock		—			(1.8	)
Repayment of long-term debt obligations		(0.3	)		—
Net cash provided by financing activities		230.1			910.2
Effect of Exchange Rate Changes on Cash		(3.4	)		0.7
Net decrease in cash and equivalents		(37.4	)		(53.7	)
Cash and equivalents at beginning of period		99.6			131.4
Cash and equivalents at end of period	$	62.2		$	77.7

See accompanying notes to condensed consolidated financial statements.

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Ceridian HCM Holding Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited, dollars in millions, except share and per share data)

1. Organization

Ceridian HCM Holding Inc. and subsidiaries (also referred to in this report as “Ceridian,” “we,” “our,” and “us”) offer a broad range of services and software designed to help employers to more effectively manage employment processes, such as payroll, payroll-related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance programs, and recruitment and applicant screening. Our technology-based services are typically provided through long-term customer relationships that result in a high level of recurring revenue. Our operations are primarily located in the United States and Canada.

As of March 31, 2018, Ceridian owned a controlling financial interest in a joint venture, WorkAngel Organisation Limited (“LifeWorks”) (the “Joint Venture Company”), which offers an employee engagement platform that delivers employee assistance programs, social recognition, exclusive perks and discounts, a private social network, employee and corporate wellness, and employee engagement analytics in the United States, Canada, and the United Kingdom. Prior to the formation of the joint venture, employee assistance programs were provided by Ceridian. On January 20, 2017, WorkAngel Organisation Limited changed its name to LifeWorks Corporation Ltd. On April 30, 2018, we distributed our ownership interest in the Joint Venture Company to our stockholders of record (the “LifeWorks Disposition”) prior to our initial public offering (“IPO”). Please refer to Note 19, “Subsequent Events,” for further discussion of the LifeWorks Disposition.

As of March 31, 2018, Ceridian HCM Holding Inc. was primarily owned by Ceridian LLC (the “Parent”) and Ceridian Holding II LLC (“Ceridian Holding II”). The Parent was 100% owned by Foundation Holding LLC, which in turn was 100% owned by Ceridian Holding LLC (“Ceridian Holding”).

The owners of Ceridian Holding and Ceridian Holding II included (i) affiliates and co-investors of Thomas H. Lee Partners, L.P. (“THL Partners”) and Cannae Holdings, LLC (“Cannae”) (THL Partners and Cannae are together referred to as the “Sponsors”), who collectively owned approximately 96% of the outstanding interests of both Ceridian Holding and Ceridian Holding II, and (ii) other individuals, who collectively owned approximately 4% of the outstanding interests of each holding company. The Sponsors initially acquired their indirect ownership interest in Ceridian Holding on November 9, 2007, when the Sponsors completed the acquisition of all of the outstanding equity of the Ceridian entities (the “2007 Merger”). The Sponsors acquired their ownership interest in Ceridian Holding II on March 30, 2016, when the Sponsors and other individuals purchased equity in Ceridian Holding II, which in turn purchased equity in Ceridian HCM Holding Inc. This equity financing transaction with Ceridian Holding II raised $150.2, of which $75.0 was contributed by Ceridian Holding II to Ceridian HCM Holding Inc. on March 30, 2016. The remaining $75.2 was committed to be funded to Ceridian HCM Holding Inc. within the following three years, and during the second quarter of 2017, the Board of Directors of Ceridian Holding II approved the funding of the remaining $75.2, which was transferred to Ceridian HCM Holding Inc. on June 28, 2017.

On April 30, 2018, we completed our IPO, in which we issued and sold 21,000,000 shares of common stock at a public offering price of $22.00 per share. We granted the underwriters a 30-day option to purchase an additional 3,150,000 shares of common stock at the offering price, which was exercised in full. A total of 24,150,000 shares of common stock were issued on April 30, 2018. Concurrently, we issued 4,545,455 shares of our common stock in a private placement at $22.00 per share. We received gross proceeds of $631.3 from the IPO and concurrent private placement before deducting underwriting discounts, commissions, and other offering related expenses. Subsequent to the IPO and concurrent private placement, we completed an internal corporate reorganization, pursuant to which the limited liability companies that hold shares in us were merged with and into Ceridian HCM Holding Inc. At the time of these transactions, these limited liability companies had no assets other than equity interests in us or the other limited liability companies. As a result of these transactions, our previous stockholders now hold shares of our common stock directly, rather than through a series of limited liability companies. These transactions had no impact on our assets, liabilities, or operations. Please refer to Note 19, “Subsequent Events,” for further discussion of the IPO and concurrent private placement. The condensed consolidated financial statements as of March 31, 2018, including share and per share amounts, do not give effect to the IPO, the concurrent private placement, or the internal reorganization, as the IPO and such transactions were completed subsequent to March 31, 2018.

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2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accounting policies we follow are set forth in Note 2, “Summary of Significant Accounting Policies,” to Ceridian’s audited consolidated financial statements, included in our audited consolidated financial statements and notes thereto for the year ended December 31, 2017 (our “2017 Annual Report”), included within our prospectus dated April 25, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-223905) (the “Prospectus”). The following notes should be read in conjunction with such policies and other disclosures in our 2017 Annual Report and Prospectus.

In the opinion of management, the unaudited condensed consolidated financial statements contained herein reflect all adjustments (consisting only of normal recurring adjustments, except as set forth in these notes to condensed consolidated financial statements) necessary to present fairly in all material aspects the financial position, results of operations, comprehensive loss, and cash flows from all periods presented. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

On April 10, 2018, we effected a 1-for-2 reverse stock split of our common stock. All of the common share and per share information referenced throughout this interim report have been retroactively adjusted to reflect this reverse stock split. Please refer to Note 19, “Subsequent Events,” for further discussion of other transactions occurring after period end which are not reflected in the condensed consolidated financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates that could significantly affect our results of operations or financial condition involve the assignment of fair values to goodwill and other intangible assets, the testing of impairment of long-lived assets, the determination of our liability for pensions and postretirement benefits, the determination of fair value of stock options granted, and the resolution of tax matters and legal contingencies. Please refer to our 2017 Annual Report for a further discussion of these estimates.

Internally Developed Software Costs

In accordance with Accounting Standards Codification (“ASC”) Topic 350, we capitalize costs associated with software developed or obtained for internal use when both the preliminary project stage is completed and our management has authorized further funding for the project, which it deems probable of completion. Capitalized software costs include only: (1) external direct costs of materials and services consumed in developing or obtaining the software; (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project; and (3) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. We do not include general and administrative costs and overhead costs in capitalizable costs. We charge research and development costs and other software maintenance costs related to software development to earnings as incurred.

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Foreign Currency Translation

We have international operations whereby the local currencies serve as functional currencies. We translate foreign currency denominated assets and liabilities at the end-of-period exchange rates and foreign currency denominated statements of operations at the weighted-average exchange rates for each period. We report the effect of changes in the U.S. dollar carrying values of assets and liabilities of our international operations that are due to changes in exchange rates between the U.S. dollar and their functional currency as foreign currency translation within accumulated other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). Gains and losses from transactions and translation of assets and liabilities denominated in currencies other than the functional currency of the international operation are recorded in the condensed consolidated statements of operations within other expense, net.

Recently Issued and Adopted Accounting Pronouncements

In May 2014 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which replaced all existing revenue guidance created by ASC Topic 606, including prescriptive industry-specific guidance. This standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities will need to apply more judgment and make more estimates than under the previous guidance. In July 2015 the FASB deferred the effective date for all entities by one year, making the guidance for non-public companies effective for annual reporting periods beginning after December 15, 2018. Early adoption was permitted to the original effective date of December 15, 2016 (including interim reporting periods within that reporting period). The standard permits the use of either the retrospective or cumulative effect transition method. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. An emerging growth company can, therefore, delay adoption of certain accounting standards until those standards would otherwise apply to private companies. Management has chosen to take advantage of this extended transition period to adopt ASU 2014-09 beginning in the first quarter of 2019. Management anticipates using the retrospective method for adoption.

In preparation for this planned adoption, we have been evaluating the impact of the new standard to our financial statements and accompanying disclosures in the notes to our consolidated financial statements. Our assessment of the impact includes an evaluation of the five-step process set forth in the new standard along with the enhancement of disclosures that will be required. To date, we have developed our initial plan for implementing the standard, which includes identifying customer contracts within the scope of the new standard, identifying performance obligations within those customer contracts, and evaluating the impact of incremental variable consideration paid to obtain those customer contracts. We have also undertaken a comprehensive review of all contracts that fall under the scope of the new standard; and, as of the date of this report, we have substantially completed our review of in-scope contracts.

Based on analysis performed to date, we expect that adoption of the new standard will result in changes to the classification and timing of our revenue recognition. Specifically, we expect an increase in revenue classified as professional services and other revenue and a reduction in revenue classified as recurring services revenue under the new standard, as compared to current U.S. GAAP. Further, we expect that the new standard will result in changes to the timing of our revenue recognition compared to current U.S. GAAP. In compliance with the new standard, a contractual asset will be reflected on the consolidated balance sheets and will be amortized over the customers’ period of benefit, which is generally three years. We also expect changes to the timing of certain incremental selling, general, and administrative expenses, as the new standard will also require capitalizing and amortizing certain selling expenses, such as commissions and bonuses paid to the sales force. These sales expenses will be amortized over the customer’s period of benefit.

In periods of revenue growth, the changes above are expected to result in higher overall earnings before income taxes and net income when compared to current U.S. GAAP. We have not yet determined the impact of the disclosure requirements.

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The following table presents the anticipated impacts that the adoption of ASC 606 would have for the periods presented:

	Three Months ended March 31, 2018
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	188.7	$	182.3	$	(6.4	)
Professional services and other		20.2		28.9		8.7
Total revenue	$	208.9	$	211.2	$	2.3
Operating profit	$	26.4	$	30.6	$	4.2

	Three Months ended March 31, 2017
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	171.4	$	165.5	$	(5.9	)
Professional services and other		15.6		22.5		6.9
Total revenue	$	187.0	$	188.0	$	1.0
Operating profit	$	12.2	$	14.6	$	2.4

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard requires balance sheet recognition for both finance leases and operating leases. This guidance is effective for non-public companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The guidance is required to be adopted using a modified retrospective approach. An entity will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. We are currently evaluating the impact of the adoption of this standard.

In February 2018 the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income,” which is in response to a narrow-scope financial reporting issue that arose because of the Tax Cuts and Jobs Act. The amendment in this update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This amendment is intended to improve the usefulness of information reported to financial statement users by requiring certain disclosures about stranded tax effects. The amendment in this update is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this standard. Please refer to Note 14, “Income Taxes,” for further discussion of this new guidance.

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3. Discontinued Operations

Sale of Divested Benefits Continuation Businesses

In the third quarter of 2013, we entered into an agreement for the sale of certain of our customer contracts for consumer-directed benefit services, including flexible spending accounts, health reimbursement accounts, health savings accounts, commuter (parking or transit) premium-only plans, and tuition reimbursement plans (collectively, the “Consumer-Directed Benefit Services”). During the third quarter of 2015, we completed two separate transactions that resulted in the sale of our benefits administration and post-employment health insurance portability compliance businesses (the “Divested Benefits Continuation Businesses”).

These three transactions represented a strategic shift in our overall business and have had a significant impact on the financial statement results. Accordingly, the Divested Benefits Continuation Businesses, as well as the Consumer-Directed Benefit Services, have been presented as discontinued operations within the HCM segment in the condensed consolidated financial statements and accompanying notes for all periods presented. The amounts in the table below reflect the operating results and gain on sale of the Divested Benefits Continuation Businesses reported as discontinued operations, as well as supplemental disclosures of the discontinued operations:

	Three Months ended March 31,
	2017
Net revenues	$	—
Loss from operations before income taxes		(0.1	)
Gain on sale of businesses		0.9
Income tax expense		(0.3	)
Income from discontinued operations, net of income taxes	$	0.5

For both sales of the Divested Benefits Continuation Businesses, consideration received was contingent upon the number and dollar value of successful customer transitions and was recorded when earned. Proceeds of $0.9 were received and earned based on the customers transitioned during the three months ended March 31, 2017. These proceeds were for a final purchase price true-up related to one of the transactions.

The remaining liabilities related to discontinued operations for the Divested Benefits Continuation Businesses as of March 31, 2018, and December 31, 2017, are immaterial amounts included in Other accrued expenses in our condensed consolidated balance sheets.

4. Noncontrolling Interest

On March 1, 2016, we entered into a strategic joint venture with WorkAngel Technology Limited (“WorkAngel”) in which we contributed our existing LifeWorks business to a newly formed English limited company (WorkAngel Organisation Limited or the “Joint Venture Company”). On January 20, 2017, WorkAngel Organisation Limited changed its name to LifeWorks Corporation Ltd. We have a controlling interest in the Joint Venture Company, including certain preferential distribution rights; therefore, the Joint Venture Company is consolidated within our financial statements, and the other joint venture ownership interest component is presented as a noncontrolling interest.

Shareholder distributions will occur upon a liquidation event, as defined by the joint venture agreement. We hold all of the Class A shares, and former WorkAngel shareholders hold all of the Class B shares. Holders of Class A shares will have rights to 75 percent of the distributions up to $250 million, 25 percent of the distributions between $250 and $500 million, and 50 percent thereafter. Holders of Class B shares have rights to the remaining distributions. Income attributable to noncontrolling interest has been calculated by applying the Class B distribution percentages to the joint venture earnings as reported on a stand-alone basis. During the three months ended March 31, 2018, and 2017, there was loss attributable to the noncontrolling interest of $0.5 and $0.0, respectively.

On April 30, 2018, we distributed our ownership interest in the Joint Venture Company to our stockholders of record prior to our IPO. Please refer to Note 19, “Subsequent Events,” for further discussion of the LifeWorks Disposition.

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5. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). U.S. GAAP outlines a valuation framework and creates a fair value hierarchy intended to increase the consistency and comparability of fair value measurements and the related disclosures. Certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.

We measure our financial instruments using inputs from the following three levels of the fair value hierarchy. The three levels are as follows:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

• Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (that is, interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

• Level 3 inputs include unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including internal data.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2018, our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:

	Total		Level 1		Level 2			Level 3
Assets
Available for sale customer trust funds assets	$	2,092.1	$	—	$	2,092.1	(a)	$	—
Total assets measured at fair value	$	2,092.1	$	—	$	2,092.1		$	—

As of December 31, 2017, our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:

	Total		Level 1		Level 2			Level 3
Assets
Available for sale customer trust funds assets	$	1,782.1	$	—	$	1,782.1	(a)	$	—
Total assets measured at fair value	$	1,782.1	$	—	$	1,782.1		$	—

(a) Fair value is based on inputs that are observable for the asset or liability, other than quoted prices.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During the three months ended March 31, 2018, and the year ended December 31, 2017, we did not re-measure any financial assets or liabilities at fair value on a nonrecurring basis.

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6. Customer Trust Funds

Overview

In connection with our U.S. and Canadian payroll and tax filing services, we collect funds for payment of payroll and taxes; temporarily hold such funds in trust until payment is due; remit the funds to the clients’ employees and appropriate taxing authority; file federal, state and local tax returns; and handle related regulatory correspondence and amendments. The assets held in trust are intended for the specific purpose of satisfying client fund obligations and therefore are not freely available for our general business use.

Our customer trust funds are held and invested with the primary objectives being to ensure adequate liquidity to meet cash flow requirements and to protect the principal balance. In accordance with these objectives, we maintain on average approximately 45% of customer trust funds in liquidity portfolios with maturities ranging from one to 120 days, consisting of high-quality bank deposits, money market mutual funds, commercial paper, or collateralized short-term investments; and we maintain on average approximately 55% of customer trust funds in fixed income portfolios with maturities ranging from 120 days to 10 years, consisting of U.S. Treasury and agency securities, Canada government and provincial securities, as well as highly rated asset-backed, mortgage-backed, municipal, corporate and bank securities. To maintain sufficient liquidity in the trust to meet payment obligations, we also have financing arrangements and may pledge fixed income securities for short-term financing.

Financial Statement Presentation

Investment income from invested customer trust funds constitutes a component of our compensation for providing services under agreements with our customers. Investment income from invested customer trust funds included in revenue was $17.6 and $11.4 for the three months ended March 31, 2018, and 2017, respectively. Investment income includes interest income, realized gains and losses from sales of customer trust funds’ investments, and unrealized credit losses determined to be other-than-temporary.

The amortized cost of customer trust funds as of as of March 31, 2018 and December 31, 2017, is comprised of the original cost of assets acquired. The amortized cost and fair values of investments of customer trust funds available for sale at as of March 31, 2018 and December 31, 2017, are as follows:

Investments of Customer Trust Funds at March 31, 2018

	Amortized Cost		Gross Unrealized					Fair Value
			Gain		Loss
Money market securities, investments carried at cost and other cash equivalents	$	2,191.8						$	2,191.8
Available for sale investments:
U.S. government and agency securities		623.1		—		(14.4	)		608.7
Canadian and provincial government securities		411.9		4.8		(1.9	)		414.8
Corporate debt securities		781.9		0.5		(4.8	)		777.6
Asset-backed securities		264.6		0.1		(3.1	)		261.6
Mortgage-backed securities		12.9		—		(0.3	)		12.6
Other securities		17.0		—		(0.2	)		16.8
Total available for sale investments		2,111.4		5.4		(24.7	)		2,092.1
Invested customer trust funds		4,303.2	$	5.4	$	(24.7	)		4,283.9
Trust receivables		10.0							10.0
Total customer trust funds	$	4,313.2						$	4,293.9

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Investments of Customer Trust Funds at December 31, 2017

	Amortized Cost		Gross Unrealized					Fair Value
			Gain		Loss
Money market securities, investments carried at cost and other cash equivalents	$	2,309.3	$	—	$	—		$	2,309.3
Available for sale investments:
U.S. government and agency securities		584.6		0.1		(7.1	)		577.6
Canadian and provincial government securities		418.2		6.6		(1.5	)		423.3
Corporate debt securities		472.3		0.8		(2.5	)		470.6
Asset-backed securities		280.8		—		(1.8	)		279.0
Mortgage-backed securities		15.0		—		(0.2	)		14.8
Other securities		17.0		—		(0.2	)		16.8
Total available for sale investments		1,787.9		7.5		(13.3	)		1,782.1
Invested customer trust funds		4,097.2	$	7.5	$	(13.3	)		4,091.4
Trust receivables (a)		8.3							8.3
Total customer trust funds	$	4,105.5						$	4,099.7

The following represents the gross unrealized losses and the related fair value of the investments of customer trust funds available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018.    

	Less than 12 months					12 months or more					Total
	Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
U.S. government and agency securities	$	(9.5	)	$	493.6	$	(4.9	)	$	112.0	$	(14.4	)	$	605.6
Canadian and provincial government securities		(1.9	)		138.1		—			—		(1.9	)		138.1
Corporate debt securities		(4.0	)		300.8		(0.8	)		39.0		(4.8	)		339.8
Asset-backed securities		(2.9	)		211.9		(0.2	)		17.8		(3.1	)		229.7
Mortgage-backed securities		(0.1	)		3.3		(0.2	)		9.1		(0.3	)		12.4
Other securities			(a)		5.0		(0.2	)		12.5		(0.2	)		17.5
Total available for sale investments	$	(18.4	)	$	1,152.7	$	(6.3	)	$	190.4	$	(24.7	)	$	1,343.1

(a) These investments have been in an unrealized loss position; however, the amount of unrealized loss is less than $0.05.

Management does not believe that any individual unrealized loss as of March 31, 2018, represents an other-than-temporary impairment. The unrealized losses are primarily attributable to changes in interest rates and not to credit deterioration. We currently do not intend to sell or expect to be required to sell the securities before the time required to recover the amortized cost.

The amortized cost and fair value of investment securities available for sale at March 31, 2018, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or to prepay obligations with or without call or prepayment penalties.

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	March 31, 2018
	Cost		Fair Value
Due in one year or less	$	2,864.5	$	2,864.6
Due in one to three years		525.6		522.0
Due in three to five years		544.8		538.0
Due after five years		368.3		359.3
Invested customer trust funds	$	4,303.2	$	4,283.9

7. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

	March 31,			December 31,
	2018			2017
Land	$	7.5		$	7.5
Software		212.1			207.2
Machinery and equipment		123.0			122.1
Buildings and improvements		36.8			36.6
Total property, plant, and equipment		379.4			373.4
Accumulated depreciation		(276.0	)		(269.6	)
Property, plant, and equipment, net	$	103.4		$	103.8

Depreciation expense of property, plant, and equipment totaled $9.4 and $8.7 for the three months ended March 31, 2018, and 2017, respectively.

8. Goodwill and Intangible Assets

Goodwill

Goodwill and changes therein were as follows for the three months ended March 31, 2018 and the year ended December 31, 2017:

	HCM			LifeWorks			Total
Balance at December 31, 2016	$	1,933.1		$	124.9		$	2,058.0
Translation		27.9			1.4			29.3
Balance at December 31, 2017		1,961.0			126.3			2,087.3
Translation		(11.0	)		(0.5	)		(11.5	)
Balance at March 31, 2018	$	1,950.0		$	125.8		$	2,075.8

Intangible Assets

Other intangible assets consist of the following as of March 31, 2018:

	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
Customer lists and relationships	$	246.8	$	(213.2	)	$	33.6		5-15
Trade name		173.9		(2.0	)		171.9		—
Technology		154.4		(153.3	)		1.1		2-7
Total other intangible assets	$	575.1	$	(368.5	)	$	206.6

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Other intangible assets consist of the following as of December 31, 2017:

	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
Customer lists and relationships	$	248.4	$	(209.3	)	$	39.1		5-15
Trade name		174.0		(2.1	)		171.9		—
Technology		155.6		(154.2	)		1.4		2-7
Total other intangible assets	$	578.0	$	(365.6	)	$	212.4

Amortization expense related to definite-lived intangible assets was $5.5 and $5.4 for the three months ended March 31, 2018, and 2017, respectively.

9. Debt

Overview

Our debt obligations consisted of the following as of the periods presented:

	March 31,		December 31,
	2018		2017
Term Debt, interest rate of 5.4% and 5.1% as of March 31, 2018 and December 31, 2017, respectively	$	657.0	$	657.3
Senior Notes, interest rate of 11.0% as of March 31, 2018 and December 31, 2017, respectively		475.0		475.0
Revolving Credit Facility ($130.0 available capacity less amounts reserved for letters of credit, which were $8.1 and $8.4 as of March 31, 2018 and December 31, 2017, respectively)		—		—
Total debt		1,132.0		1,132.3
Less unamortized discount on Term Debt		0.7		0.9
Less unamortized debt issuance costs on Senior Notes and Term Debt		10.8		11.6
Less current portion of long-term debt		—		—
Long-term debt, less current portion	$	1,120.5	$	1,119.8

Senior Secured Credit Facility

Ceridian entered into a credit agreement dated as of November 14, 2014, pursuant to the terms of which Ceridian became borrower of (i) a $702.0 term loan debt facility (the “Term Debt”) and (ii) a $130.0 revolving credit facility (the “Revolving Credit Facility”) (the Term Debt and the Revolving Credit Facility are together referred to as the “Senior Secured Credit Facility”). The Senior Secured Credit Facility is secured by all assets of Ceridian and is senior to Ceridian’s other debt. The Term Debt has a maturity date of September 2020, and the Revolving Credit Facility has a maturity date of September 2019. During the three months ended March 31, 2018, Ceridian made a final mandatory pre-payment of $0.3 towards the principal balance of the Term Debt from the proceeds received from the 2016 sale of our United Kingdom and Ireland business.

Senior Notes

Ceridian issued its senior notes due 2021 (“Senior Notes”) on October 1, 2013, in the principal amount of $475.0 guaranteed by Parent and its payment systems business unit (“Comdata”). In connection with the Parent’s divestiture of Comdata on November 14, 2014, Ceridian met the credit conditions to allow the Senior Notes to transition to stand-alone obligations of Ceridian. The Senior Notes are unsecured.

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Future Payments and Maturities of Debt

The future principal payments and maturities of our indebtedness are as follows:

Years Ending December 31,	Amount
2018	$	—
2019		—
2020		657.0
2021		475.0
2022		—
Thereafter		—
	$	1,132.0

Fair Value of Debt

Our debt does not trade in active markets. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities and the limited trades of our debt, the fair value of our indebtedness was estimated to be $1,150.2 and $1,154.1 as of March 31, 2018 and December 31, 2017, respectively.

Debt Refinancing

Using the net proceeds received from the IPO and concurrent private placement, we satisfied and discharged the indenture governing our Senior Notes on April 30, 2018, and the Senior Notes will be redeemed as of May 30, 2018. Concurrently, we completed the refinancing of our Senior Secured Credit Facility. Please refer to Note 19, “Subsequent Events,” for further discussion of these transactions.

10. Employee Benefit Plans

The components of net periodic cost for our defined benefit pension plan and for our postretirement benefit plan are included in the following tables:

	Three Months ended March 31,
	2018			2017
Net Periodic Pension Cost
Interest cost	$	4.1		$	4.3
Expected return on plan assets		(6.5	)		(6.6	)
Actuarial loss amortization		3.6			3.2
Net periodic pension cost	$	1.2		$	0.9

	Three Months ended March 31,
	2018			2017
Net Periodic Postretirement Benefit
Service cost	$	(0.1	)	$	(0.1	)
Interest cost		0.1			0.1
Actuarial gain amortization		(0.6	)		(0.6	)
Net periodic postretirement benefit gain	$	(0.6	)	$	(0.6	)

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11. Share-Based Compensation

HCM Share-Based Compensation Plans

Prior to November 1, 2013, Ceridian employees participated in a share-based compensation plan of the ultimate parent of Ceridian. The 2007 Stock Incentive Plan (“2007 SIP”) authorized the issuance of up to 10,540,540 shares of common stock of Parent to eligible participants through stock options and stock awards. Eligible participants in the 2007 SIP included the Parent’s directors, employees and consultants.

Effective November 1, 2013, most participants who held stock options under the 2007 SIP converted their options to a newly created option plan, the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan (“2013 HCM SIP”). A small number of participants maintained their stock options in the 2007 SIP. As of March 31, 2018, there were 10,000 stock options outstanding under the 2007 SIP.

The 2013 HCM SIP authorized the issuance of up to 12,500,000 shares of common stock of Ceridian to eligible participants through stock options and other stock awards. On March 20, 2017, the Board of Directors approved an increase to the number of authorized shares under the 2013 HCM SIP to 15,000,000. Eligible participants in the 2013 HCM SIP include Ceridian’s directors, employees, and consultants.

As part of the 2013 HCM SIP, the Board of Directors approved a stock appreciation rights program that authorized the issuance of up to 600,000 stock appreciation rights. As of March 31, 2018, there were 260,850 outstanding stock appreciation rights.

As of March 31, 2018, there were 1,823,963 shares available for future grants of stock options and stock awards under the 2013 HCM SIP.

Stock options awarded under the 2013 HCM SIP vest either annually on a pro rata basis over a four- or five-year period or on a specific date if certain performance criteria are satisfied and certain equity values are attained. In addition, upon termination of employment, all vested options become eligible to be exercised generally within 90 days after termination. The stock option awards have a 10-year contractual term and have an exercise price that is not less than the fair market value of the underlying stock on the date of grant.

Share-based compensation expense for the HCM plans was $2.7 and $4.2 for three months ended March 31, 2018, and 2017, respectively.

On April 24, 2018, in connection with the IPO, the Board of Directors approved the 2018 Equity Incentive Plan (“2018 EIP”), which authorizes the issuance of up to 13,500,000 shares of common stock to eligible participants through equity awards. Concurrent with the IPO, 4,673,605 stock options were granted to current employees under the 2018 EIP. The exercise price of such stock options is $22.00, the IPO price, and the options will vest over four years.

Performance-Based Stock Options

Performance-based option activity for the period the period is as follows:

	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		1,035,647		$	13.46			3.5	$	—
Granted		—			—			—		—
Exercised		—			—			—		—
Forfeited or expired		(5,572	)		(13.46	)		—		—
Options outstanding at March 31, 2018		1,030,075		$	13.46			3.2	$	—

As of March 31, 2018, there was $5.3 of share-based compensation expense related to unvested performance-based stock options not yet recognized.

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Term-Based Stock Options

Term-based option activity for the period is as follows:

	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		10,991,681		$	16.52			6.9	$	48.8
Granted		175,000			20.96			—		—
Exercised		(17,357	)		(19.76	)		—		—
Forfeited or expired		(41,988	)		(17.38	)		—		—
Options outstanding at March 31, 2018		11,107,336		$	16.59			6.7	$	48.5
Options exercisable at March 31, 2018		7,214,169		$	16.19			5.6	$	34.4

As of March 31, 2018, there was $20.8 of share-based compensation expense related to unvested term based awards not yet recognized, which is expected to be recognized over a weighted average period of 1.2 years. As of March 31, 2018, there were 7,214,169 vested term-based stock options.

Restricted Stock Units

Restricted stock units (“RSUs”) activity for the period is as follows.

	Shares
RSUs outstanding at December 31, 2017		605,990
Granted		—
Shares issued upon vesting of RSUs		(76,190	)
Forfeited or canceled		—
RSUs outstanding at March 31, 2018		529,800
RSUs releasable at March 31, 2018		125,000

During the three months ended March 31, 2018, 201,190 restricted stock units vested. Of the vested restricted stock units, 76,190 shares of common stock were issued, and 125,000 restricted stock units remained vested and releasable. As of March 31, 2018, there were 404,800 unvested restricted stock units outstanding. Restricted stock units generally vest annually over a three- or four-year period. As of March 31, 2018, there was $6.3 of share-based compensation expense related to unvested restricted stock units not yet recognized, which expected to be recognized over a weighted average period of 3.0 years.

Joint Venture Company Share-Based Compensation Plan

In connection with the formation of the Joint Venture Company, a share-based compensation scheme under English law (the “JV SIP”) was created. The JV SIP has authorized the issuance of 3,551,911 options to purchase Class C or Class D shares of the Joint Venture Company. Class C shares are ordinary shares in the Joint Venture Company with rights and liquidation preferences comparable to Class B shares. Class D shares are ordinary shares in the Joint Venture Company with rights and liquidation preferences comparable to Class A shares. Eligible participants in the JV SIP include the Joint Venture Company directors and employees.

Share-based compensation expense for the JV SIP was $0.2 and $0.3 for the years ended March 31, 2018 and 2017, respectively.

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Class C Stock Options

Class C stock option activity for the period is as follows:

	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		1,104,474		$	2.44			6.9	$	3.0
Granted		31,416			3.90			—		—
Exercised		—			—			—		—
Forfeited or expired		(21,590	)		(4.57	)		—		—
Options outstanding at March 31, 2018		1,114,300		$	2.44			6.7	$	3.1
Options exercisable at March 31, 2018		624,820		$	1.74			6.5	$	2.2

Class D Stock Options

Class D stock option activity for the period is as follows:

	Shares			Weighted Average Exercise Price (per share)			Weighted Average Remaining Contractual Term (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		986,525		$	8.60			5.8	$	1.0
Granted		31,414			7.91			—		—
Exercised		—			—			—		—
Forfeited or expired		(26,200	)		(8.83	)		—		—
Options outstanding at March 31, 2018		991,739		$	8.57			5.5	$	1.1
Options exercisable at March 31, 2018		404,014		$	8.58			5.5	$	0.4

As of March 31, 2018, there was $2.4 of share-based compensation related to unvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.8 years. As of March 31, 2018, there were 624,820 vested Class C options and 404,014 vested Class D options.

12. Supplementary Data to Statements of Operations

Other (income) expense, net consisted of foreign currency translation income of $2.8 for the three months ended March 31, 2018, and foreign currency translation expense of $0.9 for the three months ended March 31, 2017. For the three months ended March 31, 2018, and 2017, the foreign currency translation is primarily related to foreign currency remeasurement gains and losses resulting from intercompany receivables or payables denominated in foreign currencies.

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13. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) from Invested Customer Trust Funds			Pension Liability Adjustment			Total
Balance as of December 31, 2017	$	(160.6	)	$	(9.0	)	$	(142.5	)	$	(312.1	)
Other comprehensive income (loss) before income taxes and reclassifications		(15.9	)		(13.4	)		(0.1	)		(29.4	)
Income tax benefit		—			0.8			—			0.8
Reclassifications to earnings		—			—			3.0			3.0
Other comprehensive income (loss) attributable to Ceridian		(15.9	)		(12.6	)		2.9			(25.6	)
Balance as of March 31, 2018	$	(176.5	)	$	(21.6	)	$	(139.6	)	$	(337.7	)

During the three months ended March 31, 2018, other comprehensive loss attributable to noncontrolling interest was $0.2, entirely related to foreign currency translation. During the three months ended March 31, 2017, other comprehensive income attributable to noncontrolling interest was $0.1, entirely related to foreign currency translation.

14. Income Taxes

Our income tax provision (benefit) represents federal, state, and international taxes on our income recognized for financial statement purposes, which includes the effect of temporary differences between financial statement income and income recognized for tax return purposes. Our income tax provision is negatively affected by the need for a valuation allowance against our deferred tax assets. We record a valuation allowance to reduce our deferred tax asset when it is more likely than not that all or a portion of the deferred tax asset will not be realized. In determining the requirement for a valuation allowance, we assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize our deferred tax assets not already identified as requiring a valuation allowance. As of March 31, 2018, and December 31, 2017, excluding the Joint Venture Company, we continued to record a full valuation allowance against our domestic deferred tax assets that are not offset by the reversal of deferred tax liabilities. In the future, if it is determined that we no longer have a requirement to record a valuation allowance against all or a portion of our deferred tax assets, the release of the valuation allowance would have a positive impact on our income tax provision.

On December 22, 2017, the Tax Cut and Jobs Act legislation (the “Act”) was signed into law. The Act made broad and complex changes to the U.S. tax code including: (a) lower U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, (b) accelerated expensing of qualified capital investments for a specific period, and (c) a transition from a worldwide tax system to a territorial tax system.

ASC 740, Income Taxes, requires a company to record the effects of a tax law change in the period of enactment; however, shortly after enactment of the Tax Act, the SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which allows a company to record a provisional amount when it does not have the necessary information available to complete its accounting for the change in the tax law. The FASB subsequently issued ASU 2018-05 to codify SAB 118 by amending ASC 740. ASU 2018-05 continues to allow a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year.

We recorded income tax expense of $6.8 during the three months ended March 31, 2018. Included in this amount are the estimated impacts of requiring a current inclusion in U.S. federal income of certain earnings of controlled foreign corporations, allowing a domestic corporation an immediate deduction in the U.S. taxable income for a portion of its foreign-derived intangible income, and the base erosion anti-abuse tax.

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In January and April of 2018, the Internal Revenue Service (the “IRS”) issued guidance that provides additional clarification on certain aspects of the transition tax calculation. We did not record any change to our transition tax liability during the three months ended March 31, 2018. We are considering the additional IRS guidance as we continue to gather additional information related to the transition tax estimates and deferred tax estimates to more precisely compute the transition tax and remeasurement of deferred taxes. We anticipate additional IRS guidance relative to the impacts of the Act will be forthcoming throughout 2018.

The total amount of unrecognized tax benefits as of March 31, 2018, and December 31, 2017, were $10.5, including $2.1 of accrued interest, and $10.5, including $2.2 of accrued interest, respectively. Of the total amount of unrecognized tax benefits as of March 31, 2018, $9.9 represents the amount that, if recognized, would favorably impact our effective income tax rate. It is reasonable to expect that the amount of unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a significant impact on our results of operations or financial condition.

We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions. With a few exceptions we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2014.

15. Commitments and Contingencies

Legal Matters

We are subject to claims and a number of judicial and administrative proceedings considered normal in the course of our current and past operations, including employment-related disputes, contract disputes, disputes with our competitors, intellectual property disputes, government audits and proceedings, customer disputes, and tort claims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require substantial expenditures on our part.

Our general terms and conditions in customer contracts frequently include a provision indicating we will indemnify and hold our customers harmless from and against any and all claims alleging that the services and materials furnished by us violate any third party’s patent, trade secret, copyright or other intellectual property right. We are not aware of any material pending litigation concerning these indemnifications.

Some of these matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including the facts and circumstances of each particular action, and the jurisdiction, forum, and law under which each action is proceeding. Because of these complexities, final disposition of some of these proceedings may not occur for several years. As such, we are not always able to estimate the amount of our possible future liabilities, if any.

There can be no certainty that we may not ultimately incur charges in excess of presently established or future financial accruals or insurance coverage. Although occasional adverse decisions or settlements may occur, it is management’s opinion that the final disposition of these proceedings will not, considering the merits of the claims and available resources or reserves and insurance, and based upon the facts and circumstances currently known, have a material adverse effect on our financial position or results of operations.

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16. Related Party Transactions

Management Agreements

Ceridian is party to management agreements with affiliates of our Sponsors, Fidelity National Financial, Inc. (“FNF”) and THLM. FNF assigned its management agreement to Cannae in November 2017. Pursuant to these management agreements, Cannae and THLM each, respectively, agree to provide the Company with financial advisory, strategic, and general oversight services. These management agreements provide that we will pay annual management fees to each of Cannae and THLM in an amount equal to the greater of (a) $0.9, or (b) 0.5 percent of Adjusted EBITDA. Adjusted EBITDA, for purposes of the management agreements, is EBITDA as defined in the Ceridian Senior Secured Credit Facility, further adjusted to exclude the payments made pursuant to the management agreements and certain stock options or other equity compensation.

We recorded a management fee expense in selling, general, and administrative expense of $0.5, and $0.5 for the three months ended March 31, 2018, and 2017, respectively, related to these management agreements.

In April 2018, the management agreements terminated upon consummation of our IPO. Upon termination, the management agreements provided that we pay a termination fee equal to the net present value of the management fee for a seven year period, which was $11.3 million.

Indebtedness

Prior to its split-off from FNF, Cannae was an affiliate of FNF. FNF and its subsidiaries owned $24.0 and $24.0 of the Senior Notes as of March 31, 2018, and December 31, 2017, respectively. Based on this ownership, $0.8 and $0.8 in interest payments were made to FNF and its subsidiaries during the three months ended March 31, 2018, and 2017, respectively. FNF and its subsidiaries conducted the debt transactions through third parties in the ordinary course of their business and not directly with us. Following Cannae’s split-off from FNF, FNF retained ownership of the Senior Notes.

Service and Vendor Related Agreements

Ceridian is a party to a service agreement with CompuCom Systems, Inc. (“CompuCom”), an investment portfolio company of THL Partners. Pursuant to the service agreement, CompuCom agrees to provide us with service desk and desk side support services. Pursuant to this arrangement, we made payments to CompuCom totaling $0.2, and $0.5 during the three months ended March 31, 2018, and 2017, respectively.

Other Transactions

We provide Dayforce and related services to The Stronach Group, for which we recorded revenue of $0.1 for the three months ended March 31, 2018. Alon Ossip, the brother of David Ossip, is the chief executive officer of The Stronach Group.

We provide Dayforce and related services to FNF for which we recorded revenue of $0.1 and $0.3 for the three months ended March 31, 2018, and 2017, respectively.

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17. Financial Data by Segment and Geographic Area

Segments

As of March 31, 2018, Ceridian had two operating and reportable segments, HCM and LifeWorks, based on the separate management teams, solutions, and objectives of the businesses. Our operating and reportable segments align with how management monitored operating performance, allocates resources, and deploys capital. There were two chief operating decision makers (“CODM”), the Chief Executive Officer (“CEO”) of HCM and the CEO of LifeWorks. Both reported directly to their separate Boards of Directors.

Segment performance is based on revenues and operating income or income (loss) before interest expense and income taxes. Interest expense and income taxes are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODMs. The amounts in the following tables are obtained from reports used by our senior management team. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization and share-based compensation. Total assets by segment were $6,723.8 for HCM and $155.7 for LifeWorks as of March 31, 2018, and $6,573.7 for HCM and $156.2 for LifeWorks as of December 31, 2017. Please refer to Note 8, “Goodwill and Intangible Assets,” for goodwill balances by segment.

	Three Months ended March 31, 2018
	HCM		LifeWorks			Total
Cloud revenue	$	125.2	$	—		$	125.2
Bureau revenue		62.0		—			62.0
LifeWorks revenue		—		21.7			21.7
Total revenue		187.2		21.7			208.9
Operating profit (loss)		27.3		(0.9	)		26.4
Depreciation and amortization		13.9		1.0			14.9
Capital expenditures	$	10.3	$	—		$	10.3

	Three Months ended March 31, 2017
	HCM		LifeWorks		Total
Cloud revenue	$	90.7	$	—	$	90.7
Bureau revenue		76.7		—		76.7
LifeWorks revenue		—		19.6		19.6
Total revenue		167.4		19.6		187.0
Operating profit		10.9		1.3		12.2
Depreciation and amortization		13.1		1.0		14.1
Capital expenditures	$	8.7	$	0.1	$	8.8

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Our Solutions

We categorize our solutions into three categories: Cloud HCM (“Cloud”), Bureau HCM (“Bureau”), and LifeWorks offerings.

• Cloud revenue is generated from HCM solutions that are delivered via two cloud offerings: Dayforce and Powerpay. The Dayforce offering is differentiated from our market competition as being a single application that offers a comprehensive range of functionality, including global HR, payroll, benefits, workforce management, and talent management on web and native iOS and Android platforms. Dayforce revenue is primarily generated from monthly recurring fees charged on a PEPM basis, generally one-month in advance of service. Also included within Dayforce revenue is implementation, staging, and other professional services revenue; revenues from the sale, rental, and maintenance of time clocks; and billable travel expenses. The Powerpay offering is our solution designed primarily for small market Canadian customers. The typical Powerpay customer has fewer than 20 employees, and the majority of the revenue is generated from recurring fees charged on a per-employee, per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to the direct revenue earned from the Dayforce and Powerpay offerings, Cloud revenue also includes investment income generated from holding Cloud customer funds in trust before funds are remitted to taxing authorities, Cloud customer employees, or other third parties; and revenue from the sale of third party services.

• Bureau revenue is generated primarily from HCM solutions delivered via a service-bureau model. These solutions are delivered via three primary service lines: payroll, payroll-related tax filing services, and outsourced human resource solutions. Revenue from payroll services is generated from recurring fees charged on a per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to customers who use our payroll services, certain customers use our tax filing services on a stand-alone basis. Our outsourced human resource solutions are tailored to meet the needs of individual customers, and entail our contracting to perform many of the duties of a customer’s human resources department, including payroll processing, time and labor management, performance management, and recruiting. We also perform HCM-related individual services for customers, such as check printing, wage attachment and disbursement, and ACA management. Additional items included in Bureau revenue are custom professional services revenue; investment income generated from holding Bureau customer funds in trust before funds are remitted to taxing authorities, Bureau customer employees, or other third parties; consulting services related to Bureau offerings; and revenue from the sale of third party services.

• LifeWorks joint venture revenue is primarily generated from employee assistance, wellness, recognition, and incentive programs offered directly by LifeWorks in the United States, Canada, the United Kingdom and various other countries through LifeWorks’ network of contractors. LifeWorks offers employee engagement services, such as employee assistance programs, social recognition, discounts from participating vendors, a private social network, employee and corporate wellness, and employee engagement analytics.

Revenue by solution is as follows:

	Three Months ended March 31,
	2018		2017
Cloud	$	125.2	$	90.7
Bureau		62.0		76.7
LifeWorks		21.7		19.6
Total revenue	$	208.9	$	187.0

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18. Net Loss per Share

We compute net loss per share of common stock using the treasury stock method.

Basic net loss per share is computed by dividing net loss attributable to Ceridian available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

For the calculation of diluted net loss per share, net loss per share is adjusted by the effect of dilutive securities, including awards under our share-based compensation plans. Diluted net loss per share is computed by dividing the resulting net loss attributable to Ceridian available to common stockholders by the weighted-average number of fully diluted common shares outstanding. During the three months ended March 31, 2018, and 2017, our potential dilutive shares, such as stock options, RSUs, and shares of senior and junior convertible preferred stock were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive.

The numerators and denominators of the basic and diluted net loss per share computations are calculated as follows:

	Three Months ended March 31,
	2018			2017
Numerator:
Net loss attributable to Ceridian	$	(2.1	)	$	(11.2	)
Less: Income from discontinued operations		—			0.5
Net loss from continuing operations attributable to Ceridian		(2.1	)		(11.7	)
Less: Senior Preferred Stock dividends declared		5.3			4.7
Net loss from continuing operations attributable to Ceridian available to common stockholders	$	(7.4	)	$	(16.4	)
Denominator:
Weighted-average shares outstanding—basic		65,314,462			65,034,610
Weighted-average shares outstanding—diluted		65,314,462			65,034,610
Net loss per share from continuing operations attributable to Ceridian—basic and diluted	$	(0.11	)	$	(0.25	)
Net income per share from discontinued operations—basic and diluted	$	—		$	0.01
Net loss per share attributable to Ceridian—basic and diluted	$	(0.11	)	$	(0.24	)

The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive:

	Three Months ended March 31,
	2018		2017
Senior convertible preferred stock		16,802,144		16,802,144
Junior convertible preferred stock		58,244,308		58,244,308
Stock options		12,055,839		10,715,493
Outstanding RSUs		581,440		218,741

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Pro Forma Net Loss Per Share

Pro forma basic and diluted net loss per share for the three months ended March 31, 2018, has been computed to reflect the number of shares that will be outstanding after the internal corporate reorganization subsequent to our IPO and concurrent private placement, in which our senior convertible preferred stock and junior convertible preferred stock was converted into common stock. Pro forma basic and diluted net loss per share does not give effect to our IPO or concurrent private placement and the use of proceeds therefrom.

The numerators and denominators of pro forma basic and diluted net loss per share computations are calculated as follows:

	Three Months ended March 31,
	2018
Numerator:
Net loss attributable to Ceridian	$	(2.1	)
Less: Income from discontinued operations		—
Net loss from continuing operations attributable to Ceridian	$	(2.1	)
Denominator:
Weighted-average shares outstanding—basic and diluted		65,314,462
Pro forma adjustment to reflect assumed conversion of senior convertible preferred stock		13,124,574
Pro forma adjustment to reflect assumed conversion of junior convertible preferred stock		29,122,075
Pro forma weighted-average shares outstanding used to computed pro forma net loss per share—basic and diluted		107,561,111
Pro forma net loss per share from continuing operations attributable to Ceridian—basic and diluted	$	(0.02	)
Pro forma net income per share from discontinued operations—basic and diluted	$	—
Pro forma net loss per share attributable to Ceridian—basic and diluted	$	(0.02	)

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19. Subsequent Events

Reverse Stock Split

On April 10, 2018, we effected a 1-for-2 reverse stock split of our common stock. All of the common share and per share information referenced throughout this interim report have been retroactively adjusted to reflect this reverse stock split.

Initial Public Offering and Concurrent Private Placement

On April 30, 2018, we completed our initial public offering (“IPO”), in which we issued and sold 21,000,000 shares of common stock at a public offering price of $22.00 per share. We granted the underwriters a 30-day option to purchase an additional 3,150,000 shares of common stock at the offering price, which was exercised in full. A total of 24,150,000 shares of common stock were issued on April 30, 2018, with gross proceeds of $531.3 from the IPO before deducting underwriting discounts, commissions, and other offering expenses. Immediately subsequent to the closing of our IPO on April 30, 2018, THL / Cannae Investors LLC, one of our existing stockholders controlled by our Sponsors, purchased from us in a private placement $100.0 of our common stock at a price per share equal to the offering price. Based on the offering price of $22.00 per share, 4,545,455 shares were issued in this private placement. The condensed consolidated financial statements as of March 31, 2018, including share and per share amounts, do not give effect to the IPO, concurrent private placement, or the internal corporate reorganization discussed in Note 1, “Organization,” as the IPO and related transactions were completed subsequent to March 31, 2018.

Debt Refinancing

Concurrently with closing of the IPO and the concurrent private placement, we applied the net proceeds from the IPO to satisfy and to discharge the indenture governing our outstanding $475.0 principal amount Senior Notes, and they will be redeemed on May 30, 2018. We also refinanced our remaining indebtedness under our (i) $702.0 (original principal amount) Senior Term Debt and (ii) $130.0 Revolving Credit Facility, including accrued interest and related costs and expenses, with new senior credit facilities consisting of a $680.0 term loan debt facility and a $300.0 revolving credit facility.

LifeWorks Disposition

Contemporaneously with the IPO and concurrent private placement, we distributed our interest in LifeWorks to our existing stockholders of record prior to the IPO on a pro rata basis in accordance with their pro rata interests in us. As a result of the LifeWorks Disposition, we no longer have any material obligations under the LifeWorks joint venture agreement. In addition, upon completion of the LifeWorks Disposition, LifeWorks is no longer a separate reportable segment, and we will no longer have a non-controlling interest on our consolidated financial statements.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto included elsewhere in this Quarterly Report on Form 10-Q (this “Form 10-Q”) and in conjunction with our audited consolidated financial statements and notes thereto for the year ended December 31, 2017 (our “2017 Annual Report”) included within our prospectus dated April 25, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-223905) (the “Prospectus”). Any reference to a “Note” in this discussion relates to the accompanying notes to the unaudited condensed consolidated financial statements included elsewhere in this Form 10-Q unless otherwise indicated.

Overview

Ceridian is a global human capital management (“HCM”) software company. Dayforce, our flagship cloud HCM platform, provides human resources (“HR”), payroll, benefits, workforce management, and talent management functionality. Our platform is used by organizations, regardless of industry or size, to optimize management of the entire employee lifecycle, including attracting, engaging, paying, deploying, and developing their people. Dayforce was built as a single application from the ground up that combines a modern, consumer-grade user experience with proprietary application architecture, including a single employee record and a rules engine spanning all areas of HCM. Our platform is designed to make work life better for our customers and their employees by improving HCM decision-making processes, streamlining workflows, exposing strategic organizational insights, and simplifying legislative compliance. The platform is designed to ease administrative work for both employees and managers, creating opportunities for companies to increase employee engagement. We are a founder-led organization, and our culture combines the agility and innovation of a start-up with a history of deep domain and operational expertise.

We sell Dayforce through our direct sales force on a subscription per-employee, per-month (“PEPM”) basis. Our subscriptions are typically structured with an initial fixed term of between three and five years, with evergreen renewal thereafter. Dayforce can serve customers of all sizes, ranging from 100 to over 100,000 employees. We have rapidly grown the Dayforce platform to more than 3,150 live Dayforce customers as of March 31, 2018. For the three months ended March 31, 2018, we added over 150 new live Dayforce customers.

In addition to Dayforce, we sell Powerpay, a cloud HR and payroll solution for the Canadian small business market, through both direct sales and established partner channels. We also continue to support customers using our Bureau solutions, which we generally stopped actively selling to new customers following the acquisition of Dayforce. We invest in maintenance and necessary updates to support our Bureau customers and continue to migrate them to Dayforce. We also own a controlling financial interest in a joint venture, LifeWorks, which offers an employee engagement platform that delivers employee assistance programs, social recognition, exclusive perks and discounts, a private social network, employee and corporate wellness programs, and employee engagement analytics in the United States, Canada, and the United Kingdom.

How We Generate Revenue

We generate recurring revenues primarily from recurring fees charged for the use of our Cloud HCM solutions, Dayforce and Powerpay, as well as from our Bureau solutions and LifeWorks joint venture. We also generate professional services and other revenue associated primarily with the work performed to assist customers with the planning, design, implementation, and staging of their cloud-based solution. Our HCM solutions are typically provided through long-term customer relationships that result in a high level of recurring revenue. For Dayforce, we primarily charge monthly recurring fees on a PEPM basis, generally one-month in advance of service, based on the number and type of solutions provided to the customer and the number of employees and other users at the customer. Our standard Dayforce contracts are generally for a three to five-year period. The average time it takes to implement Dayforce typically ranges from three months for smaller customers to nine months for larger customers. Once Dayforce is implemented, the customer goes live, and we begin to generate recurring revenue. For Powerpay, we charge customers recurring fees on a per-employee, per-process basis. Powerpay can typically be implemented on a remote basis within one to three days, at which point we start receiving recurring fees. For our Bureau solutions, we primarily charge recurring fees on a per-process basis. We also generate recurring revenue from investment income from funds held in trust on behalf of our customers. The LifeWorks joint venture also generates recurring revenue, primarily from employee assistance, wellness, recognition, and incentive programs.

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Our Solutions

We categorize our solutions into three categories: Cloud HCM, Bureau HCM, and LifeWorks solutions.

Cloud revenue is generated from HCM solutions that are delivered via two cloud offerings: Dayforce and Powerpay. The Dayforce offering is differentiated from our market competition as being a single application that offers a comprehensive range of functionality, including global HR, payroll, benefits, workforce management, and talent management on web and native iOS and Android platforms. Dayforce revenue is primarily generated from monthly recurring fees charged on a PEPM basis, generally one-month in advance of service. Also included within Dayforce revenue is implementation, staging, and other professional services revenue; revenues from the sale, rental, and maintenance of time clocks; and billable travel expenses. The Powerpay offering is our solution designed primarily for small market Canadian customers. The typical Powerpay customer has fewer than 20 employees, and the majority of the revenue is generated from recurring fees charged on a per-employee, per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to the direct revenue earned from the Dayforce and Powerpay offerings, Cloud revenue also includes investment income generated from holding Cloud customer funds in trust before funds are remitted to taxing authorities, Cloud customer employees, or other third parties; and revenue from the sale of third party services.

Bureau revenue is generated primarily from HCM solutions delivered via a service-bureau model. These solutions are delivered via three primary service lines: payroll, payroll-related tax filing services, and outsourced human resource solutions. Revenue from payroll services is generated from recurring fees charged on a per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to customers who use our payroll services, certain customers use our tax filing services on a stand-alone basis. Our outsourced human resource solutions are tailored to meet the needs of individual customers, and entail our contracting to perform many of the duties of a customer’s human resources department, including payroll processing, time and labor management, performance management, and recruiting. We also perform HCM-related individual services for customers, such as check printing, wage attachment and disbursement, and ACA management. Additional items included in Bureau revenue are custom professional services revenue; investment income generated from holding Bureau customer funds in trust before funds are remitted to taxing authorities, Bureau customer employees, or other third parties; consulting services related to Bureau offerings; and revenue from the sale of third party services.

LifeWorks joint venture revenue is primarily generated from employee assistance, wellness, recognition, and incentive programs offered directly by LifeWorks in the United States, Canada, the United Kingdom and various other countries through LifeWorks’ network of contractors. LifeWorks offers employee engagement services, such as employee assistance programs, social recognition, discounts from participating vendors, a private social network, employee and corporate wellness, and employee engagement analytics.

Our History

Ceridian was acquired in 2007 by affiliates and co-investors of Thomas H. Lee Partners, L.P. (“THL Partners”) and Cannae Holdings, Inc., formerly known as Fidelity National Financial Ventures, LLC (“Cannae”) (THL Partners and Cannae are together referred to as the “Sponsors”). In April 2012, Ceridian acquired Dayforce Corporation, which had built Dayforce, a Cloud HCM solution. In the months following the acquisition, Dayforce founder David D. Ossip was named Chief Executive Officer of Ceridian HCM, and shortly thereafter, we generally stopped actively selling our Bureau solutions to new customers in the United States to focus our resources on expanding the Dayforce platform and growing Cloud HCM solutions. For each quarter since September 30, 2016, our Cloud HCM revenue has surpassed our Bureau HCM revenue.

As part of our strategy to focus on the growth of our Cloud HCM solutions business, we (i) sold our consumer-directed benefit services business in 2013, (ii) merged Comdata, our payment systems business unit, with FleetCor Technologies Inc. in 2014, (iii) sold our benefits administration and post-employment compliance business in 2015, and (iv) sold our United Kingdom and Ireland businesses and a portion of our operations that supported such businesses in the Republic of Mauritius in 2016. Our benefits administration and post-employee compliance business, our United Kingdom and Ireland businesses, and our divested Mauritius operations are presented as discontinued operations in our financial statements. Our consumer-directed

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benefits services business and our benefits administration and post-employment compliance business are collectively referred to as our “Divested Benefits Businesses.” As a result of these transactions, we only actively sell Dayforce and Powerpay in our HCM segment, which we believe simplifies our business model and positions us well for continued growth. In 2016, we contributed our LifeWorks employee assistance program business to a joint venture, LifeWorks, that provides employee assistance, wellness, recognition, and incentives programs in the United States, Canada, and the United Kingdom. Prior to the formation of the LifeWorks joint venture, employee assistance programs were provided by Ceridian.

Recent Developments

On April 30, 2018, we completed our initial public offering (“IPO”), in which we issued and sold 21,000,000 shares of common stock at a public offering price of $22.00 per share. We granted the underwriters a 30-day option to purchase an additional 3,150,000 shares of common stock at the offering price, which was exercised in full. A total of 24,150,000 shares of common stock were issued on April 30, 2018, with gross proceeds of $531.3 million from the IPO before deducting underwriting discounts, commissions, and other offering expenses. Immediately subsequent to the closing of our IPO on April 30, 2018, THL / Cannae Investors LLC, one of our existing stockholders controlled by our Sponsors, purchased from us in a private placement $100.0 million of our common stock at a price per share equal to the offering price. Based on the offering price of $22.00 per share, 4,545,455 shares were issued in this private placement.

We applied the net proceeds from the IPO to satisfy and to discharge the indenture governing our outstanding $475.0 million principal amount Senior Notes, and they will be redeemed on May 30, 2018. Concurrently, we also refinanced our remaining indebtedness under our (i) $702.0 million (original principal amount) Senior Term Debt and (ii) $130.0 million Revolving Credit Facility, including accrued interest and related costs and expenses, with new senior credit facilities consisting of a $680.0 million term loan debt facility and a $300.0 million revolving credit facility.

Contemporaneously with the IPO and concurrent private placement, we distributed our interest in LifeWorks to our existing stockholders of record prior to the IPO on a pro rata basis in accordance with their pro rata interests in us (“LifeWorks Disposition”). As a result of the LifeWorks Disposition, we no longer have any material obligations under the LifeWorks joint venture agreement.

Please refer to Note 19, “Subsequent Events,” for further discussion of these transactions.

Our Business Model

Our business model focuses on supporting the rapid growth of Dayforce and maximizing the lifetime value of our Dayforce customer relationships. Due to our subscription model, where we recognize subscription revenues ratably over the term of the subscription period, and high customer retention rates, we have a high level of visibility into our future revenues. The profitability of a customer to our business depends, in large part, on how long they have been a customer. Because in our business model, PEPM subscription fees are not charged until the customer goes live, and because we incur costs in advance of receiving PEPM revenue that are not offset by our implementation fees, we estimate that it takes an average of 2.5 years before we are able to recover our implementation, customer acquisition, and other direct costs on a new Dayforce customer contract. As the proportion of Dayforce customers who have been live for two or more years increases, our related profitability increases. The following sets forth the number of live Dayforce customers at the end of each quarter presented:

	March 31,			December 31,			September 30,			June 30,			March 31,			December 31,
	2018			2017			2017			2017			2017			2016
Live Dayforce customers		3,154			3,001			2,855			2,690			2,480			2,339
Dayforce customers live for two or more years		1,872			1,770			1,628			1,524			1,377			1,276
Proportion of Dayforce customers live for two or more years		59	%		59	%		57	%		57	%		56	%		55	%

Over the lifetime of the customer relationship, we have the opportunity to realize additional PEPM revenue, both as the customer grows or rolls out the Dayforce solution to additional employees, and also by selling additional functionality to existing customers that do not currently utilize our full platform. We also incur costs to manage the account, to support customers, and to sell additional functionality. These costs, however, are significantly less than the costs initially incurred to acquire and to implement the customer.

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Key Factors and Trends Affecting Our Results of Operations

Set forth below is a discussion of some of the key factors and trends affecting our results of operations.

Growing our Dayforce Customer Base

A key part of our strategy is to continue to grow our Dayforce customer base. We have developed sales and marketing efforts that are designed for effective customer acquisition. As of March 31, 2018, we had more than 3,150 live Dayforce customers, an increase of approximately 670 customers as compared to the total at March 31, 2017. Our continued focus on sales execution is important to drive further penetration of the Dayforce platform and to expand our market share. We also believe that there is a significant opportunity for our solution outside of our core North American markets. Dayforce was designed as a global platform; and we intend to expand globally through both the expansion of our own proprietary payroll functionality, as well as through new and existing partnerships with local vendors, including our existing membership in the Payroll Services Alliance.

Extending Product Leadership

We are committed to delivering market-leading HCM solutions preferred by employers and employees alike. We believe that maintaining our product leadership is critical to driving further revenue growth. Our leading market position in technology is based on our ability to innovate and to bring new solutions to market. Dayforce is designed around our proprietary single application architecture, which features continuous calculation and includes a single cross-domain rules engine and a complete employee record, which facilitates new innovation. Since 2012, we have developed a full suite of HCM functionality. We intend to continue to extend the functionality and breadth of our platform in the future. We have a roadmap for continued development, which includes adding native payroll capabilities for additional countries. We intend to continue to invest in our product development and innovation to maintain our strong, differentiated technology position.

Retaining and Expanding Revenue from Existing Dayforce Customers

The economic benefits of our business model include persistent, long-lived customer relationships, as well as the opportunity to realize additional revenue from existing customers. Our annual Cloud revenue retention rate was over 95% in 2017, reflecting high retention rates with Dayforce customers, driving strong customer lifetime value. Because our subscription revenue is based on a PEPM charge, as customers grow and add more employees, we realize a corresponding increase in PEPM revenue. Moreover, with the continued launch of new functionality for our Dayforce platform, we have the opportunity to realize incremental revenue by selling additional functionality to existing customers that do not currently utilize our full platform. We believe that this opportunity is particularly strong in the enterprise segment, where customers often start with a subset of our Dayforce platform in conjunction with point solutions from other vendors that we target to replace over time.

Managing the Migration of our Bureau Customers to Dayforce

We generally stopped actively selling our Bureau solutions to new customers in the United States in 2012 and have been marketing our Dayforce platform to new and existing customers since that time. For the three months ended March 31, 2018, Bureau revenue declined by $14.7 million, or 19.2%, as compared to the three months ended March 31, 2017. Of the $14.7 million decline in Bureau revenue for the three months ended March 31, 2018, $6.1 million was associated with customers migrating to Dayforce, which represented 18% of the increase in Cloud revenue during this period. As the number of Bureau customers continues to decline, our results of operations will depend, in part, on replacing the revenue from Bureau customer attrition and on maintaining the profitability of services to our remaining Bureau customers. We believe that our cloud Dayforce platform is attractive to many customers that currently use an outsourced service bureau for their payroll and HCM-related needs; and, as a result, that sales to new customers and sales of additional functionality to our growing Dayforce customer base will continue to more than offset the decline in revenue from Bureau customers. We also believe that we will continue to be able to provide services to our remaining Bureau customers at attractive margins. As we migrate our Bureau customers to Dayforce, we typically experience a revenue increase from such customers driven by increased product density on the Dayforce platform.

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Profitably Managing our Growth

We carefully designed and built Dayforce to meet the needs of a homogeneous market with a common set of requirements and compliance challenges across organization sizes and industries. To support our rapid growth, we have rigorously managed our implementation and customer support operations to maintain consistent, repeatable methods and processes and to take advantage of automation. We believe that our business model enables us to realize significant operating leverage and economies of scale and that we can continue to acquire, to implement, and to support more customers and to generate more revenue without a corresponding increase in expenses. Our profitability depends in part upon our ability to achieve a balance in the timing and magnitude of required investments in sales and marketing, implementation, and customer support.

How We Assess Our Performance

In assessing our performance, we consider a variety of performance indicators in addition to revenue and net income. Set forth below is a description of our key performance measures.

The following table sets forth our key performance indicators for the periods presented.

	Three Months Ended March 31,
	2018			2017
Live Dayforce customers		3,154			2,480
HCM Adjusted EBITDA (a) (Dollars in millions)	$	43.6		$	31.2
HCM Adjusted EBITDA margin		23.3	%		18.6	%

(a) For a reconciliation of HCM Adjusted EBITDA to HCM operating profit, please see the “HCM Adjusted EBITDA,” section below.

Live Dayforce Customers

In our business model, PEPM subscription fees are not charged until the customer goes live on the platform, and we use the number of customers live on Dayforce as an indicator of future revenue and the overall performance of the business and to assess the performance of our implementation services. We have 3,154 customers live on Dayforce as of March 31, 2018.

HCM Adjusted EBITDA

We believe that HCM Adjusted EBITDA and HCM Adjusted EBITDA margin, non-GAAP financial measures, are useful to management and investors as supplemental measures to evaluate our overall operating performance. HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are components of our management incentive plan and are used by management to assess performance and to compare our operating performance to our competitors. We define HCM Adjusted EBITDA as net income or loss before interest, taxes, depreciation, and amortization, as adjusted to exclude net income or loss from discontinued operations, LifeWorks EBITDA, sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring consulting fees, and environmental reserve charges. HCM Adjusted EBITDA margin is determined by calculating the percentage HCM Adjusted EBITDA is of Total HCM Revenue. Management believes that HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are helpful in highlighting management performance trends because HCM Adjusted EBITDA and HCM Adjusted EBITDA margin exclude the results of decisions that are outside the control of operating management.

Our presentation of HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are intended as supplemental measures of our performance that are not required by, or presented in accordance with, U.S. GAAP. HCM Adjusted EBITDA and HCM Adjusted EBITDA margin should not be considered as alternatives to operating income (loss), net income (loss), earnings per share, or any other performance measures derived in accordance with U.S. GAAP, or as measures of operating cash flows or liquidity. Our presentation of HCM Adjusted EBITDA and HCM Adjusted EBITDA margin should not be construed to imply that our future results will be unaffected by these items. HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are included in this discussion because they are key metrics used by management to assess our operating performance.

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HCM Adjusted EBITDA and HCM Adjusted EBITDA margin are not defined under U.S. GAAP, are not measures of net income, operating income, or any other performance measures derived in accordance with U.S. GAAP, and are subject to important limitations. Our use of the terms HCM Adjusted EBITDA and HCM Adjusted EBITDA margin may not be comparable to similarly titled measures of other companies in our industry and are not measures of performance calculated in accordance with U.S. GAAP.

HCM Adjusted EBITDA and HCM Adjusted EBITDA margin have important limitations as analytical tools, and you should not consider them in isolation or as substitutes for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

• HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect changes in, or cash requirements for, our working capital needs;

• HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect any charges for the assets being depreciated and amortized that may need to be replaced in the future;

• HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect the impact of share-based compensation upon our results of operations;

• HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect the significant interest expense or the cash requirements necessary to service interest or principal payments on our debt; and

• HCM Adjusted EBITDA and HCM Adjusted EBITDA margin do not reflect our income tax expense or the cash requirements to pay our income taxes.

In evaluating HCM Adjusted EBITDA and HCM Adjusted EBITDA margin, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation.

The following table reconciles HCM operating profit to HCM Adjusted EBITDA for the periods presented:

	Three Months ended March 31,
	2018			2017
	(Dollar in millions)
HCM operating profit	$	27.3		$	10.9
Depreciation and amortization		13.9			13.1
HCM EBITDA from continuing operations (1)		41.2			24.0
Sponsorship management fees (2)		0.5			0.5
Intercompany foreign exchange loss (gain)		(2.8	)		0.8
Share-based compensation (3)		2.7			4.2
Severance charges (4)		1.9			1.9
Restructuring consulting fees (5)		0.1			(0.2	)
HCM Adjusted EBITDA	$	43.6		$	31.2

(1) We define HCM EBITDA from continuing operations as HCM net income or loss before interest, taxes, depreciation and amortization, and net income or loss from discontinued operations.

(2) Represents expenses related to our management, monitoring, consulting, transaction, and advisory fees and related expenses paid to the affiliates of our Sponsors pursuant to the management agreement with THL Managers VI, LLC (“THLM”) and Cannae. See Note 16 to our condensed consolidated financial statements, “Related Party Transactions,” for further information.

(3) Represents the share-based compensation adjustment only for our HCM segment.

(4) Represents costs for severance compensation paid to employees whose positions have been eliminated, resulting primarily from the shift of business from our Bureau solutions to our Cloud solutions.

(5) Represents consulting fees and expenses incurred during the periods presented in connection with any acquisition, investment, disposition, recapitalization, equity offering, issuance or repayment of indebtedness, issuance of equity interests, or refinancing.

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Components of Our Results of Operations

We have two operating and reportable segments, HCM and LifeWorks. HCM includes both of our Cloud solutions, Dayforce and Powerpay, as well as our Bureau HCM solutions. Our LifeWorks segment reflects the results of the LifeWorks joint venture.

Revenues

We have two categories of revenues: (i) recurring services and (ii) professional services and other. Recurring services revenues consist of the recurring fees that we charge for our Cloud HCM and Bureau HCM solutions, as well as LifeWorks solutions. For our Dayforce solutions, we primarily charge monthly recurring fees on a PEPM basis, generally one-month in advance of service, based on the number and type of solutions provided to the customer and the number of employees at the customer. We charge Powerpay customers recurring fees on a per-employee, per-process basis. For our Bureau HCM solutions, we typically charge recurring fees on a per-process basis. We also generate recurring services revenue from investment income on our Cloud and Bureau customer funds held in trust before such funds are remitted to taxing authorities, customer employees, or other third parties. We refer to this investment income as float revenue. Professional services and other revenues consist primarily of charges relating to the work performed to assist customers with the implementation of their solutions. Also included in professional services and other revenues are any related training services, post-implementation professional services, and purchased time clocks. We also generate professional services and other revenues from other professional services and consulting services that we provide and for certain third party services that we arrange for our Bureau customers.

The following table presents our Cloud HCM revenue for both recurring and professional services and other, for both our Dayforce and Powerpay solutions for the periods presented.

	Three Months ended March 31,				Growth rate year-over-year			Growth rate on a constant currency basis (a)
	2018		2017		2018 vs. 2017			2018 vs. 2017
	(Dollar in millions)
Dayforce	$	102.4	$	71.0		44.2	%		42.8	%
PowerPay		22.8		19.7		15.7	%		10.0	%
Total Cloud revenue	$	125.2	$	90.7		38.0	%		35.6	%

(a) We present revenue growth in a constant currency to provide a framework for assessing how our underlying businesses performed, excluding the effect of foreign currency rate fluctuations. We calculate percentage change in revenue on a constant currency basis by applying a fixed 1.30 Canadian dollar to 1 U.S. dollar foreign exchange rate to revenues originally booked in Canadian dollars and 0.75 British pound sterling to 1 U.S. dollar foreign exchange rate to revenues originally booked in British pound sterling for all applicable periods.

Cloud revenue was $125.2 million for the three months ended March 31, 2018, an increase of 38.0% when compared to three months ended March 31, 2017. Dayforce revenue increased 44.2%, and Powerpay revenue increased 15.7% for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017. On a constant currency basis, Dayforce revenue increased 42.8%, and Powerpay revenue increased 10.0% for the three months ended March 31, 2018 as compared to the three months ended March 31, 2017. Our new business sales to Dayforce customers comprised 82% of our increase in Cloud revenue for the three months ended March 31, 2018, including sales to new Dayforce customers and sales of additional functionality to existing Dayforce customers; and the remaining 18% consisted primarily of customer migration to Dayforce from our Bureau solutions.

As we focused on our Cloud HCM solutions, we generally ceased marketing our Bureau solutions to new customers in the United States in 2012 and in Canada in 2015, and have been actively marketing our Dayforce platform to these customers since that time. During the three months ended March 31, 2018, Bureau revenue declined by $14.7 million, or 19.2%, as compared to the three months ended March 31, 2017.

Our customer trust funds are invested with safety of principal and liquidity as the primary objectives. As a secondary objective, we also seek to maximize float revenue, which is affected by the balances held in our customer trust funds and the interest rates earned on invested funds. The average float balance for our customer trust funds for the three months ended March 31, 2018, was $4,072.0 million, compared to $3,764.9 million for the three months ended March 31, 2017. The average

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yield was 1.75% during the three months ended March 31, 2018, an increase of 52 basis points compared to the three months ended March 31, 2017. Investment income from invested customer trust funds included in revenue was $17.6 and $11.4 for the three months ended March 31, 2018, and 2017, respectively.

Cost of Revenue

Cost of revenue consists of costs to deliver our solutions. Most of these costs are recognized as incurred. Some costs of revenue are recognized in the period that a service is sold and delivered. Other costs of revenue are recognized over the period of use or in proportion to the related revenue.

Share-Based Compensation Expense

We grant share-based compensation awards to certain employees, officers, and non-employee directors as long-term incentive compensation. We recognize the related expense for time-based awards ratably over the applicable vesting period. We recognize the related expense for performance-based awards upon the achievement of the performance criteria. Such expense is recognized as either cost of revenue or selling, general, and administrative expense. The following table shows the allocation of share-based compensation expense among our expense line items for the periods presented:

	Three Months ended March 31,
	2018		2017
	(Dollar in millions)
Cost of revenue:
Recurring services	$	0.1	$	0.2
Professional services and other		0.1		0.3
Product development and management		0.1		0.2
Selling, general, and administrative		2.6		3.8
Total share-based compensation expense	$	2.9	$	4.5

Included within selling, general, and administrative expense was $0.4 million and $0.4 million of share-based compensation expense related to sales and marketing for the three months ended March 31, 2018, and 2017, respectively.

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Results of Operations

Three Months ended March 31, 2018, Compared with Three Months ended March 31, 2017

Consolidated Results

The following table sets forth our results of operations for the periods presented.

	Three Months Ended						Increase /
	March 31,						(Decrease)						% of Revenue
	2018			2017			Amount			%			2018			2017
	(Dollars in millions)
Revenue:
Recurring services
Cloud	$	106.0		$	76.4		$	29.6			38.7	%		50.7	%		40.9	%
Bureau		61.0			75.4			(14.4	)		(19.1	)%		29.2	%		40.3	%
LifeWorks		21.7			19.6			2.1			10.7	%		10.4	%		10.5	%
Total recurring services		188.7			171.4			17.3			10.1	%		90.3	%		91.7	%
Professional services and other		20.2			15.6			4.6			29.5	%		9.7	%		8.3	%
Total revenue		208.9			187.0			21.9			11.7	%		100.0	%		100.0	%
Cost of revenue:
Recurring services
Cloud		33.1			28.9			4.2			14.5	%		15.8	%		15.5	%
Bureau		17.6			20.4			(2.8	)		(13.7	)%		8.4	%		10.9	%
LifeWorks		12.0			9.5			2.5			26.3	%		5.7	%		5.1	%
Total recurring services		62.7			58.8			3.9			6.6	%		30.0	%		31.4	%
Professional services and other		32.8			33.9			(1.1	)		(3.2	)%		15.7	%		18.1	%
Product development and management		15.4			12.8			2.6			20.3	%		7.4	%		6.8	%
Depreciation and amortization		8.8			7.7			1.1			14.3	%		4.2	%		4.1	%
Total cost of revenue		119.7			113.2			6.5			5.7	%		57.3	%		60.5	%
Gross profit		89.2			73.8			15.4			20.9	%		42.7	%		39.5	%
Costs and expenses:
Selling, general, and administrative		65.6			60.7			4.9			8.1	%		31.4	%		32.5	%
Other (income) expense, net		(2.8	)		0.9			(3.7	)		(411.1	)%		(1.3	)%		0.5	%
Interest expense, net		22.2			21.4			0.8			3.7	%		10.6	%		11.4	%
Total costs and expenses		85.0			83.0			2.0			2.4	%		40.7	%		44.4	%
Income (loss) from continuing operations before income taxes		4.2			(9.2	)		13.4			145.7	%		2.0	%		(4.9	)%
Income tax expense		6.8			2.5			4.3			172.0	%		3.3	%		1.3	%
Loss from continuing operations		(2.6	)		(11.7	)		9.1			77.8	%		(1.2	)%		(6.3	)%
Income from discontinued operations		—			0.5			(0.5	)		(100.0	)%		—	%		0.3	%
Net loss		(2.6	)		(11.2	)		8.6			76.8	%		(1.2	)%		(6.0	)%
Net loss attributable to noncontrolling interest		(0.5	)		—			(0.5	)		n.m.			(0.2	)%		—	%
Net loss attributable to Ceridian	$	(2.1	)	$	(11.2	)	$	9.1			81.3	%		(1.0	)%		(6.0	)%

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Revenue. The following table sets forth certain information regarding our consolidated revenues for the three months ended March 31, 2018, compared with the three months ended March 31, 2017.

	Percentage change in revenue as reported			Impact of changes in foreign currency (a)			Percentage change in revenue on constant currency basis (a)
Revenue:
Cloud
Recurring services		38.7	%		2.0	%		36.7	%
Professional services and other		34.3	%		4.4	%		29.9	%
Total Cloud revenue		38.0	%		2.4	%		35.6	%
Bureau (b)		(19.2	)%		0.8	%		(20.0	)%
LifeWorks		10.7	%		3.2	%		7.5	%
Total revenue		11.7	%		1.8	%		9.9	%

(a) We present revenue growth in a constant currency to provide a framework for assessing how our underlying businesses performed excluding the effect of foreign currency rate fluctuations. We calculate percentage change in revenue on a constant currency basis by applying a fixed 1.30 Canadian dollar to 1 U.S. dollar foreign exchange rate to revenues originally booked in Canadian dollars and 0.75 British pound sterling to 1 U.S. dollar foreign exchange rate to revenues originally booked in British pound sterling for all applicable periods.

(b) Consists of Recurring services revenue and Professional services and other revenue related to Bureau.

Total revenue increased $21.9 million, or 11.7%, to $208.9 million for the three months ended March 31, 2018, compared to $187.0 million for the three months ended March 31, 2017. This increase was primarily attributable to an increase in Cloud revenue of $34.5 million, or 38.0%, from $90.7 million for the three months ended March 31, 2017, to $125.2 million for the three months ended March 31, 2018. The Cloud revenue increase was driven by an increase of $29.6 million, or 38.7%, in Cloud recurring services revenue, and $4.9 million, or 34.3%, in Cloud professional services and other revenue. The increase in Cloud recurring services revenue of $29.6 million was due to $17.7 million from new customers, add-ons, and revenue uplift from migrations of Bureau customers, net of customer losses; $6.1 million from the migration of Bureau customers; and $5.8 million from increased float revenue related to Cloud recurring services revenue. The increase in Cloud revenue of $34.5 million and the increase in LifeWorks revenue of $2.1 million were partially offset by a decline in Bureau revenue of $14.7 million, or 19.2%. Excluding the impact of migrations to Dayforce, Bureau revenue declined by $8.6 million, or 11.2%.

On a constant currency basis, total revenue grew 9.9%. This adjusted revenue growth was driven by an increase of 35.6% in Cloud revenue and 7.5% in LifeWorks revenue, partially offset by a decline of 20.0% in Bureau revenue. On a constant currency basis, Cloud revenue growth for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, was driven by Cloud recurring services revenue, which increased by 36.7%, and professional services and other revenue, which increased by 29.9%, as we continued to sign and to activate new customers. Of the decline in Bureau revenue, approximately 60% was attributable to customer attrition and approximately 40% was due to customer migrations to Dayforce.

Cost of revenue. Total cost of revenue for the three months ended March 31, 2018, was $119.7 million, an increase of $6.5 million, or 5.7%, compared to the three months ended March 31, 2017.

Recurring services cost of revenue increased by $3.9 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, due to additional costs incurred to support the growing Dayforce customer base, partially offset by reductions in Bureau costs.

The reduction in cost of revenue for professional services and other of $1.1 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, was primarily due to productivity improvements in implementing new customers, reflecting the increased experience of our implementation consultants and the continued use of automation in our implementation processes.

Product development and management expense includes costs related to software development activities that do not qualify for capitalization, such as development, quality assurance, testing of new technologies, enhancements to our existing solutions that do not result in additional functionality, and costs related to the management of our solutions. The increase in product development and management expense of $2.6 million for the three months ended March 31, 2018, compared to the

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three months ended March 31, 2017, reflected increases in Dayforce product development efforts. For the three months ended March 31, 2018, and 2017, our investment in software development was $14.2 million and $12.6 million, respectively, comprised of $8.1 million and $7.2 million, of research and development expense, which is included within product development and management expense, and $6.1 million and $5.4 million in capitalized software development, respectively.

Depreciation and amortization expense associated with cost of revenue increased by $1.1 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, as we continue to capitalize Dayforce related and other development costs and subsequently amortize those costs.

The overall 11.7% increase in revenue outpaced the 5.7% increase in cost of revenue, and gross profit increased by $15.4 million, or 20.9%, as we continued to leverage our investment in people and processes to realize economies of scale.

Selling, general, and administrative expense. Selling, general, and administrative expense increased $4.9 million for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, reflecting increases in sales and marketing expenses and LifeWorks expenses, partially offset by a reduction in share-based compensation expense. Sales and marketing expense was $31.7 million for the three months ended March 31, 2018, compared to $27.2 million for the three months ended March 31, 2017.

Other expense. For the three months ended March 31, 2018, we incurred $2.8 million of other income, net, compared to $0.9 million of other expense, net, for the three months ended March 31, 2017. The other income and expense, net, for the three months ended March 31, 2018, and 2017, respectively, was primarily related to foreign currency remeasurement gains and losses on intercompany receivables or payables denominated in foreign currencies. Please refer to Note 12, “Supplementary Data to Statement of Operations,” for further discussion.

Interest expense. Interest expense for the three months ended March 31, 2018, was $22.2 million, compared to $21.4 million for the three months ended March 31, 2017.

Income tax expense. For the three months ended March 31, 2018, we incurred income tax expense of $6.8 million, compared to $2.5 million for the three months ended March 31, 2017.

Discontinued operations. For the three months ended March 31, 2017, income from discontinued operations was $0.5 million. This income primarily relates to a final purchase price true-up related to one of the divested benefits businesses.

Net loss attributable to Ceridian. Net loss attributable to Ceridian improved by $9.1 million to $2.1 million of net loss for the three months ended March 31, 2018, compared to $11.2 million of net loss for the three months ended March 31, 2017.

HCM Segment Results

The following table presents certain financial information concerning the HCM segment’s results of operations for the periods presented.

	Three Months ended				Increase /
	March 31,				(Decrease)						% of Revenue
	2018		2017		Amount			%			2018			2017
	(Dollars in millions)
Cloud revenue	$	125.2	$	90.7	$	34.5			38.0	%		66.9	%		54.2	%
Bureau revenue		62.0		76.7		(14.7	)		(19.2	)%		33.1	%		45.8	%
Total HCM revenue	$	187.2	$	167.4	$	19.8			11.8	%		100.0	%		100.0	%
Operating profit	$	27.3	$	10.9	$	16.4			150.5	%		14.6	%		6.5	%
Depreciation and amortization		13.9		13.1		0.8			6.1	%		7.4	%		7.8	%
HCM EBITDA from continuing operations (a)		41.2		24.0		17.2			71.7	%		22.0	%		14.3	%
Other adjustments (b)		2.4		7.2		(4.8	)		(66.7	)%		1.3	%		4.3	%
HCM Adjusted EBITDA (c)	$	43.6	$	31.2	$	12.4			39.7	%		23.3	%		18.6	%

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(a) We define HCM EBITDA from continuing operations as HCM net loss before interest, taxes, depreciations and amortization, and discontinued operations.

(b) Other adjustments include sponsor management fees, non-cash charges for asset impairments, gains or losses on assets and liabilities held in a foreign currency other than the functional currency of a company subsidiary, non-cash share-based compensation expense, severance charges, restructuring charges, and environmental reserve charges.

(c) For a reconciliation of HCM Adjusted EBITDA to HCM operating profit, please refer to the “Overview” section above.

HCM revenue increased $19.8 million, or 11.8%, to $187.2 million for the three months ended March 31, 2018, compared to $167.4 million for the three months ended March 31, 2017. On a constant currency basis, revenue increased 10.2%. This adjusted revenue growth was driven by an increase of 35.6%, in Cloud revenue, which was partially offset by a decline of 20.0%, in Bureau revenue. The increase in Cloud revenue was driven by Cloud recurring services revenue, which increased by 36.7%, and Cloud professional services and other revenue, which increased by 29.9%. The decline in Bureau revenue was primarily attributable to customer attrition and customer migrations to Dayforce.

The table below presents total HCM segment gross margin and HCM solution gross margins for the periods presented:

	Three Months ended March 31,
	2018			2017
Total HCM segment gross margin		43.4	%		39.3	%
Gross margin by HCM solution:
Cloud recurring services		68.8	%		62.2	%
Bureau recurring services		71.1	%		72.9	%
Professional services and other		(62.4	)%		(117.3	)%

HCM segment gross margin is defined as total HCM gross profit as a percentage of total HCM revenue, inclusive of HCM product development and management costs as well as HCM depreciation and amortization associated with cost of revenue. Gross margin for each HCM solution in the table above is defined as total revenue less cost of revenue for the applicable solution as a percentage of total revenue for that related HCM solution, exclusive of any product development and management or depreciation and amortization cost allocations. Cloud recurring services gross margin was 68.8% for the three months ended March 31, 2018, compared to 62.2% for the three months ended March 31, 2017. Bureau recurring services gross margin was 71.1% for the three months ended March 31, 2018, compared to 72.9% for the three months ended March 31, 2017. Professional services and other gross margin was (62.4)% for the three months ended March 31, 2018, improving from (117.3)% for the three months ended March 31, 2017, reflecting an increase in profitable post go-live professional services and productivity improvements in implementing new customers.

HCM operating profit and HCM Adjusted EBITDA increased $16.4 million and $12.4 million, respectively, for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, primarily due to a $19.8 million increase in revenue, which flowed through to improve gross margin.

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LifeWorks Segment Results

The following table presents certain financial information concerning the LifeWorks segment’s financial results:

	Three Months ended					Increase /
	March 31,					(Decrease)						% of Revenue
	2018			2017		Amount			%			2018			2017
	(Dollars in millions)
Revenue	$	21.7		$	19.6	$	2.1			10.7	%		100.0	%		100.0	%
Operating (loss) profit	$	(0.9	)	$	1.3	$	(2.2	)		(169.2	)%		(4.1	)%		6.6	%
Depreciation and amortization		1.0			1.0		—			—	%		4.6	%		5.1	%
LifeWorks EBITDA (a)		0.1			2.3		(2.2	)		(95.7	)%		0.5	%		11.7	%
Other adjustments (b)		0.2			0.3		(0.1	)		(33.3	)%		0.9	%		1.5	%
LifeWorks Adjusted EBITDA	$	0.3		$	2.6	$	(2.3	)		(88.5	)%		1.4	%		13.3	%

(a) We define LifeWorks EBITDA as LifeWorks net income before taxes, depreciation and amortization.

(b) Other adjustments include non-cash share-based compensation expense.

On a constant currency basis, LifeWorks revenue increased 7.5% for the three months ended March 31, 2018, compared to the three months ended March 31, 2017.

LifeWorks operating (loss) profit and LifeWorks Adjusted EBITDA declined $2.2 million and $2.3 million, respectively, for the three months ended March 31, 2018, compared to the three months ended March 31, 2017, primarily driven by an increase of $1.9 million in selling, general, and administrative expense.

LifeWorks Adjusted EBITDA

We report our financial results in accordance with U.S. GAAP. To supplement this information, we also use LifeWorks Adjusted EBITDA, a non-GAAP financial measure, in this Form 10-Q. We define LifeWorks Adjusted EBITDA as net income or loss before interest, taxes, depreciation, and amortization, as adjusted to exclude non-cash share-based compensation expense for our LifeWorks segment. Management believes that LifeWorks Adjusted EBITDA is helpful in highlighting management performance trends because LifeWorks Adjusted EBITDA excludes the results of decisions that are outside the control of operating management. By providing this non-GAAP financial measure, management believes we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives.

Our presentation of LifeWorks Adjusted EBITDA is intended as a supplemental measure of our performance that is not required by, or presented in accordance with, U.S. GAAP. LifeWorks Adjusted EBITDA should not be considered as an alternative to operating income (loss), net income (loss), earnings per share, or any other performance measures derived in accordance with U.S. GAAP as measures of operating performance or operating cash flows or as measures of liquidity. Our presentation of LifeWorks Adjusted EBITDA should not be construed to imply that our future results will be unaffected by these items. LifeWorks Adjusted EBITDA is included in this Form 10-Q because it is a key metric used by management to assess our operating performance.

LifeWorks Adjusted EBITDA is not defined under U.S. GAAP, is not a measure of net income, operating income or any other performance measure derived in accordance with U.S. GAAP, and is subject to important limitations. Our use of the term LifeWorks Adjusted EBITDA may not be comparable to similarly titled measures of other companies in our industry and is not a measure of performance calculated in accordance with U.S. GAAP.

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LifeWorks Adjusted EBITDA has important limitations as an analytical tool and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are:

• LifeWorks Adjusted EBITDA does not reflect our cash expenditures or future requirements for capital expenditures or contractual commitments;

• LifeWorks Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• LifeWorks Adjusted EBITDA does not reflect any charges for the assets being depreciated and amortized that may have to be replaced in the future;

• LifeWorks Adjusted EBITDA does not reflect the impact of share-based compensation upon our results of operations; and

• LifeWorks Adjusted EBITDA does not reflect our income tax expense or the cash requirements to pay our income taxes.

In evaluating LifeWorks Adjusted EBITDA, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation.

Unaudited Pro Forma Consolidated Financial Data

The following unaudited pro forma condensed consolidated financial data consists of our unaudited pro forma condensed consolidated statement of operations and unaudited pro forma condensed consolidated statement of cash flows for the three months ended March 31, 2018, and our unaudited pro forma condensed consolidated balance sheet as of March 31, 2018. You should read the information set forth below together with the “Results of Operations” section above, the historical condensed consolidated financial statements and the corresponding notes included elsewhere in this Form 10-Q. The unaudited pro forma condensed consolidated statement of operations and unaudited pro forma condensed consolidated statement of cash flows for the three months ended March 31, 2018 and the unaudited pro forma condensed consolidated balance sheet as of March 31, 2018, have been adjusted to give effect to the distribution of shares of LifeWorks. The stockholders will receive these interests in a taxable distribution; and based on current estimates of the value of our interest in LifeWorks at the time of the disposition, we currently anticipate that we will incur approximately $3.2 million of foreign taxes and use approximately $96.0 million of our U.S. federal net operating losses to offset the U.S. tax gain. The net operating losses are currently subject to a full valuation allowance, therefore, the tax gain recognition and resulting use of the net operating loss and release of the valuation allowance result in no anticipated U.S. tax expense.

The following unaudited pro forma condensed consolidated balance sheet, statement of operations, and statement of cash flows have been derived from our historical condensed consolidated financial statements included elsewhere in this Form 10-Q. The statements are for informational purposes only and do not purport to represent what our financial position and results of operations actually would have been had the LifeWorks disposition occurred on the dates indicated, or to project our financial performance for any future period.

The unaudited pro forma condensed consolidated balance sheet adjustments assume that our distribution of LifeWorks occurred as of March 31, 2018. The unaudited pro forma consolidated statements of operations and unaudited pro forma condensed consolidated statement of cash flows assume that the separation occurred as of January 1, 2018.

The adjustment amounts primarily represent the LifeWorks segment amounts as presented in our financial statements with the addition of $3.2 million of foreign tax expense expected to be incurred by Ceridian as a result of expected gains recognized on the taxable distribution of LifeWorks to our stockholders. The adjustment to the income tax expense is comprised of two components: (i) the elimination of the LifeWorks tax expense of $1.0 million, and (ii) the addition of the $3.2 million expected tax expense to be incurred on the distribution. No pro forma adjustments are necessary for the expected use of net operating losses to offset taxable gains expected in the U.S., as they are subject to a full valuation allowance and would not have an impact on our financial statements. No other adjustments were necessary.

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	Ceridian HCM Holding Inc. Unaudited Pro Forma Condensed Consolidated Balance Sheet
	March 31, 2018
	Ceridian Historical		Adjustments		Ceridian Pro Forma
	(Dollars in millions)
ASSETS
Current assets:
Cash and equivalents	$	62.2	$	7.6	$	54.6
Trade and other receivables, net		81.1		15.1		66.0
Prepaid expenses		49.2		1.7		47.5
Other current assets		1.8		—		1.8
Total current assets before customer trust funds		194.3		24.4		169.9
Customer trust funds		4,293.9		—		4,293.9
Total current assets		4,488.2		24.4		4,463.8
Property, plant, and equipment, net		103.4		1.6		101.8
Goodwill		2,075.8		125.8		1,950.0
Other intangible assets, net		206.6		5.1		201.5
Other assets		5.5		2.0		3.5
Total assets	$	6,879.5	$	158.9	$	6,720.6
LIABILITIES AND EQUITY
Current liabilities:
Current portion of long-term debt	$	—	$	—	$	—
Accounts payable		47.6		6.0		41.6
Accrued interest		2.7		—		2.7
Deferred revenue		18.5		2.5		16.0
Employee compensation and benefits		55.7		1.5		54.2
Other accrued expenses		16.7		0.4		16.3
Total current liabilities before customer trust funds obligations		141.2		10.4		130.8
Customer trust funds obligations		4,313.2		—		4,313.2
Total current liabilities		4,454.4		10.4		4,444.0
Long-term debt, less current portion		1,120.5		—		1,120.5
Employee benefit plans		147.3		—		147.3
Other liabilities		53.8		10.6		43.2
Total liabilities		5,776.0		21.0		5,755.0
Total equity		1,103.5		137.9		965.6
Total liabilities and equity	$	6,879.5	$	158.9	$	6,720.6

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	Ceridian HCM Holding Inc. Unaudited Pro Forma Condensed Consolidated Statement of Operations
	Three Months Ended March 31, 2018
	Ceridian Historical			Adjustments			Ceridian Pro Forma
	(Dollars in millions)
Revenue:
Recurring services	$	188.7		$	21.7		$	167.0
Professional services and other		20.2			—			20.2
Total revenue		208.9			21.7			187.2
Cost of revenue:
Recurring services		62.7			12.0			50.7
Professional services and other		32.8			—			32.8
Product development and management		15.4			1.7			13.7
Depreciation and amortization		8.8			0.1			8.7
Total cost of revenue		119.7			13.8			105.9
Gross profit		89.2			7.9			81.3
Costs and expenses:
Selling, general, and administrative		65.6			8.8			56.8
Other (income) expense, net		(2.8	)		—			(2.8	)
Interest expense, net		22.2			—			22.2
Total costs and expenses		85.0			8.8			76.2
Income (loss) from continuing operations before income taxes		4.2			(0.9	)		5.1
Income tax expense		6.8			(2.2	)		9.0
Loss from continuing operations		(2.6	)		1.3			(3.9	)
Income from discontinued operations		—			—			—
Net loss		(2.6	)		1.3			(3.9	)
Net loss attributable to noncontrolling interest		(0.5	)		(0.5	)		—
Net loss attributable to Ceridian	$	(2.1	)	$	1.8		$	(3.9	)

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	Ceridian HCM Holding Inc. Unaudited Pro Forma Condensed Consolidated Statement of Cash Flows
	Three Months Ended March 31, 2018
	Ceridian Historical			Adjustments			Ceridian Pro Forma
	(Dollars in millions)
Net loss	$	(2.6	)	$	1.3		$	(3.9	)
Adjustments to reconcile net loss to net cash used in operating activities:								—
Deferred income tax benefit		(0.1	)		—			(0.1	)
Depreciation and amortization		14.9			1.0			13.9
Amortization of debt issuance costs and debt discount		1.0			—			1.0
Net periodic pension and postretirement cost		0.6			—			0.6
Share-based compensation		2.9			0.2			2.7
Other		(0.1	)		—			(0.1	)
Changes in operating assets and liabilities excluding effects of acquisitions and divestitures:		(39.9	)		(0.2	)		(39.7	)
Net cash used in operating activities—continuing operations		(23.3	)		2.3			(25.6	)
Net cash used in operating activities—discontinued operations		(0.1	)		—			(0.1	)
Net cash used in operating activities		(23.4	)		2.3			(25.7	)
Cash Flows from Investing Activities								—
Purchase of customer trust funds marketable securities		(520.6	)		—			(520.6	)
Proceeds from sale and maturity of customer trust funds marketable securities		175.4			—			175.4
Net change in restricted cash and other restricted assets held to satisfy customer trust funds obligations		114.8			—			114.8
Expenditures for property, plant, and equipment		(2.9	)		—			(2.9	)
Expenditures for software and technology		(7.4	)		—			(7.4	)
Net cash used in investing activities		(240.7	)		—			(240.7	)
Cash Flows from Financing Activities								—
Increase in customer trust funds obligations, net		230.4			—			230.4
Repayment of long-term debt obligations		(0.3	)		—			(0.3	)
Net cash provided by financing activities		230.1			—			230.1
Effect of Exchange Rate Changes on Cash		(3.4	)		—			(3.4	)
Net decrease in cash and equivalents		(37.4	)		2.3			(39.7	)
Cash and equivalents at beginning of period		99.6			5.3			94.3
Cash and equivalents at end of period	$	62.2		$	7.6		$	54.6

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Liquidity and Capital Resources

Our primary sources of liquidity are our existing cash and equivalents, cash provided by operating activities, borrowings under our credit facilities, and proceeds from equity offerings. As of March 31, 2018, we had cash and equivalents of $62.2 million and availability under our revolving credit facility of $45.0 million. No cash amounts were drawn on the revolving credit facility as of March 31, 2018. Our total indebtedness was $1,132.0 million as of March 31, 2018. Please refer to Note 9, “Debt,” to our condensed consolidated financial statements, for further information on our indebtedness.

Our primary liquidity needs are related to funding of general business requirements, including the payment of interest and principal on our indebtedness, working capital, capital expenditures, pension contributions, and product development.

Concurrently with closing of the IPO and the concurrent private placement on April 30, 2018, we applied the net proceeds to satisfy and discharge the indenture governing our outstanding $475.0 million principal amount Senior Notes, and they will be redeemed on May 30, 2018. We also refinanced our remaining indebtedness under our (i) $702.0 million (original principal amount) Senior Term Debt and (ii) $130.0 million Revolving Credit Facility, accrued interest and related costs and expenses, with new senior credit facilities consisting of a $680.0 million term loan debt facility and a $300.0 million revolving credit facility. Please refer to Note 19, “Subsequent Events,” for further discussion of these transactions.

Our customer trust funds are held and invested with the primary objectives being to ensure adequate liquidity to meet cash flow requirements and to protect the principal balance. In accordance with these objectives, we maintain on average approximately 45% of customer trust funds in liquidity portfolios with maturities ranging from one to 120 days, consisting of high-quality bank deposits, money market mutual funds, commercial paper, or collateralized short-term investments; and we maintain on average approximately 55% of customer trust funds in fixed income portfolios with maturities ranging from 120 days to 10 years, consisting of U.S. Treasury and agency securities, Canada government and provincial securities, as well as highly rated asset-backed, mortgage- backed, municipal, corporate and bank securities. To maintain sufficient liquidity in the trust to meet payment obligations, we also have financing arrangements and may pledge fixed income securities for short-term financing. The assets held in trust are intended for the specific purpose of satisfying client fund obligations and therefore are not freely available for our general business use.

We believe that our cash flow from operations, availability under our revolving credit facility, and available cash and equivalents will be sufficient to meet our liquidity needs for the foreseeable future. We anticipate that to the extent that we require additional liquidity, it will be funded through the issuance of equity, the incurrence of additional indebtedness, or a combination thereof. We cannot assure you that we will be able to obtain this additional liquidity on reasonable terms, or at all. Additionally, our liquidity and our ability to meet our obligations and to fund our capital requirements are also dependent on our future financial performance, which is subject to general economic, financial, and other factors that are beyond our control. Accordingly, we cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be available from additional indebtedness or otherwise to meet our liquidity needs. Although we have no specific current plans to do so, if we decide to pursue one or more significant acquisitions, we may incur additional debt or sell additional equity to finance such acquisitions, which would result in additional expenses or dilution.

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Statements of Cash Flows

The following table provides a summary of cash flows from operating, investing, and financing activities from the periods presented.

	Three Months ended March 31,
	2018			2017
Net cash flows
Net cash used in operating activities—continuing operations	$	(23.3	)	$	(44.0	)
Net cash used in investing activities		(240.7	)		(919.9	)
Net cash provided by financing activities		230.1			910.2
Net cash flows used in discontinued operations		(0.1	)		(0.7	)
Effect of exchange rate on cash		(3.4	)		0.7
Net cash flows used		(37.4	)		(53.7	)
Cash and equivalents at end of period	$	62.2		$	77.7
Net cash flows of customer trust funds
Net cash used in investing activities—continuing operations	$	(230.4	)	$	(912.0	)
Net cash provided by financing activities—continuing operations		230.4			912.0
Net cash flows provided by customer trust funds—continuing operations	$	—		$	—

Changes in cash flows due to purchases of customer trust fund marketable securities, proceeds from the sale or maturity of customer trust fund marketable securities, and the net increase (decrease) of restricted cash held to satisfy customer trust fund obligations are primarily due to the timing of funds collected from customers and payments made to satisfy customer obligations. Customer trust fund cash flows are significantly affected by the period end day of the week relative to customer payment cycles. The customer trust funds are fully segregated from our operating cash accounts and are evaluated and tracked separately by management. Therefore, to provide meaningful information to the readers, the following discussion is regarding the net cash flows excluding customer trust funds.

Operating Activities

Net cash used in operating activities from continuing operations of $23.3 million during the three months ended March 31, 2018, was primarily attributable to net changes in working capital of $39.9 million and net loss of $2.6 million, partially offset by certain non-cash items, primarily $14.9 million of depreciation and amortization and $2.9 million of share-based compensation expense. Net changes in working capital included reductions in liabilities for employee compensation and benefits, primarily due to payments of accrued incentive compensation; reductions in liabilities for accrued interest primarily as a result of $34.8 million in cash interest payments on our long-term debt; and increases in prepaid expenses and other current assets, primarily due to annual maintenance contracts. Included within net cash flows used in operating activities for the three months ended March 31, 2018, was $5.5 million in cash taxes and $1.9 million in pension payments.

Net cash used in operating activities from continuing operations of $44.0 million during the three months ended March 31, 2017, was primarily attributable to net changes in working capital of $51.3 million and net loss of $11.2 million, partially offset by certain non-cash items, primarily $14.1 million of depreciation and amortization and $4.5 million of share-based compensation expense. Net changes in working capital included reductions in liabilities for employee compensation and benefits, primarily due to payments of accrued incentive compensation; reductions in liabilities for accrued interest, primarily due to semi-annual payments on our long-term debt; increases in prepaid expenses and other current assets, primarily due to annual maintenance contracts, and reductions in liabilities for accrued taxes.

Investing Activities

During the three months ended March 31, 2018, net cash used in investing activities from continuing operations excluding customer trust fund activity was $10.3 million, related to capital expenditures. Our capital expenditures included $7.4 million for software and technology and $2.9 million for property and equipment. For the three months ended March 31, 2018, capital expenditures for software development were $6.1 million which is included in capitalized expenditures for software and technology.

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During the three months ended March 31, 2017, net cash used in investing activities from continuing operations excluding customer trust fund activity was $7.9 million, primarily related to capital expenditures, partially offset by net proceeds from divestitures of $0.9 million. Our capital expenditures included $6.2 million for software and technology and $2.6 million for property and equipment. For the three months ended March 31, 2017, capital expenditures for software development were $5.4 million which is included in capitalized expenditures for software and technology.

Financing Activities

Net cash used in financing activities from continuing operations excluding the change in customer trust fund obligation was $0.3 million during the three months ended March 31, 2018, related to repayment of long-term debt obligations.

Net cash used in financing activities from continuing operations excluding the change in customer trust fund obligation was $1.8 million during the three months ended March 31, 2017, related to the repurchase of our stock.

Cash Flows from Discontinued Operations

During the three months ended March 31, 2018, net cash used in discontinued operations was $0.1 million. During the three months ended March 31, 2017, net cash used in discontinued operations was $0.7 million. The cash flows from discontinued operations for all periods primarily relate to changes in working capital.

Critical Accounting Policies and Estimates

There have been no material changes to our critical accounting policies and estimates from the information provided in the “Management’s Discussion and Analysis of Financial Conditions and Results of Operations—Critical Accounting Policies and Estimates” contained in our 2017 Annual Report. For discussion of recently issued and adopted accounting pronouncements, please refer to Note 2, “Summary of Significant Accounting Policies,” to our condensed consolidated financial statements included herein.

Off-Balance Sheet Arrangements

We do not and, as of March 31, 2018, we did not, have any off-balance sheet arrangements (as that term is defined in applicable SEC rules) that are reasonably likely to have a current or future material effect on our financial condition, results of operations, liquidity, capital expenditures or capital resources.

Forward-Looking Statements

The foregoing Management’s Discussion and Analysis of Financial Condition and Results of Operations and the following Quantitative and Qualitative Disclosures about Market Risk contain certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements represent our expectations or beliefs, including, but not limited to, our expectations concerning our operations and financial performance and condition. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “assumes,” “projects,” “could,” “may,” “will,” “should,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements are not guarantees of future performance and are subject to certain risks and uncertainties that are difficult to predict. Our actual results could differ materially from those contained in the forward-looking statements due to risks and uncertainties associated with fluctuations in our quarterly operating results, concentration of our product offerings, development risks involved with new products and technologies, competition, our contractual relationships with third parties, contract renewals with business partners, compliance by our customers with the terms of their contracts with us, and other factors disclosed in our filings with the SEC. Other factors that may cause such differences include, but are not limited to, those discussed in this Form 10-Q and the Prospectus, including the risk factors set forth in “Risk Factors” of the Prospectus. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law or the terms of our indebtedness. These risks and uncertainties should be considered in evaluating any forward-looking statements contained herein.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to foreign currency exchange rates, interest rates, and pension obligations. We seek to minimize or to manage these market risks through normal operating and financing activities. We do not trade or use instruments with the objective of earning financial gains on the market fluctuations, nor do we use instruments where there are not underlying exposures.

Foreign Currency Risk. Our results of operations and cash flows are subject to fluctuations due to changes in foreign currency exchange rates, particularly changes in the Canadian Dollar. Due to the relative size of our international operations to date, we have not instituted an active hedging program. We expect our international operations to continue to grow in the near term, and we are monitoring the foreign currency exposure to determine if we should begin a hedging program.

Interest Rate Risk. In connection with our U.S. and Canadian payroll and tax filing services, we collect funds for payment of payroll and taxes; temporarily hold such funds in trust until payment is due; remit the funds to the customers’ employees and appropriate taxing authority; file federal, state and local tax returns; and handle related regulatory correspondence and amendments. We invest the U.S. customer trust funds primarily in high- quality bank deposits, money market mutual funds, or collateralized short-term investments. We may also invest these funds in U.S. Treasury and agency securities, as well as highly rated asset-backed, mortgage-backed, municipal, and corporate securities. Our Canadian customer trust funds are invested in securities issued by the government and provinces of Canada, highly rated Canadian banks and corporations, asset-backed trusts, and mortgages.

We do not enter into investments for trading or speculative purposes. Our cash equivalents and our portfolio of marketable securities are subject to market risk due to changes in interest rates. Fixed rate securities may have their market value adversely affected due to a rise in interest rates, while floating rate securities may produce less income than expected if interest rates fall. Due in part to these factors, our future investment income may fall short of expectation due to changes in interest rates or we may suffer losses in principal if we are forced to sell securities that decline in market value due to changes in interest rates. However, because we classify our securities as “available for sale,” no gains or losses are recognized due to changes in interest rates unless such securities are sold prior to maturity or declines in fair value are determined to be other-than-temporary.

We do not believe that an increase or decrease in interest rates of 100 basis points would have a material effect on our operating results or financial condition. Fluctuations in the value of our investment securities caused by a change in interest rates (gains or losses on the carrying value) are recorded in other comprehensive income, and are realized only if we sell the underlying securities.

Pension Obligation Risk. We provide a pension plan for certain current and former U.S. employees that closed to new participants on January 2, 1995. In 2007, the U.S. pension plan was amended (1) to exclude from further participation any participant or former participant who was not employed by the company or another participating employer on January 1, 2008, (2) to discontinue participant contributions, and (3) to freeze the accrual of additional benefits as of December 31, 2007. In applying relevant accounting policies, we have made critical estimates related to actuarial assumptions, including assumptions of expected returns on plan assets, discount rates, and health care cost trends. The cost of pension benefits in future periods will depend on actual returns on plan assets, assumptions for future periods, contributions, and benefit experience. In 2017, we contributed $25.3 million to our pension plan. The effective discount rate used in accounting for pension and other benefit obligations in 2017 ranged from 3.01% to 3.25%. The expected rate of return on plan assets for qualified pension benefits in 2018 is 6.30%.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures, as defined in Rule 13(a)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”), as of the end of the period covered by this Quarterly Report on Form 10-Q pursuant to Rule 13a-15(b) of the Exchange Act. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures as of the end of the period covered by this Quarterly Report on Form 10-Q are effective at a reasonable assurance level in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner and (2) accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls and procedures will prevent or detect all errors and all fraud. We have not engaged an independent registered accounting firm to perform an audit of our internal control over financial reporting as of any balance sheet date or for any period reported in our financial statements. Presently, we are not an accelerated filer, as such term is defined by Rule 12b-2 of the Exchange Act, therefore; our management is not presently required to perform an annual assessment of the effectiveness of our internal control over financial reporting. This requirement could apply as early as our Annual Report on Form 10-K for the year ending December 31, 2019 if certain triggers requiring accelerated filing deadlines are met prior to that. Our independent public registered accounting firm will first be required to attest to the effectiveness of our internal control over financial reporting for our Annual Report on Form 10-K for the first year we are no longer an “emerging growth company”. While our disclosure controls and procedures are designed to provide reasonable assurance of their effectiveness, because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the company have been detected.

Changes in Internal Control over Financial Reporting

There were no changes to our internal control over financial reporting during the three months ended March 31, 2018, that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

53

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, if determined adversely to us, we believe would individually or taken together have a material adverse effect on our business, financial condition or liquidity.

ITEM 1A. RISK FACTORS

There have been no material changes to our principal risks that we believe are material to our business, results of operations and financial condition, from the risk factors previously disclosed in the prospectus, dated April 25, 2018, filed pursuant to Rule 424(b)(4) with the SEC on April 26, 2018, relating to our initial public offering which is accessible on the SEC’s website at www.sec.gov.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Initial Public Offering

On April 30, 2018, we completed an initial public offering (“IPO”) of our common stock. In connection with the IPO, we issued and sold 24,150,000 shares of common stock at a price to the public of $22.00 per share. Prior to completion of the IPO, those shares were unregistered. However, as a result of their registration and sale pursuant to the IPO, we received approximately $531.3 million in gross proceeds before deducting underwriting discounts, commissions and other offering related expenses. None of the expenses associated with the IPO were paid to directors, officers, persons owning 10% or more of any class of our equity securities or to their associates or to our affiliates. Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC acted as representatives of the underwriters for the offering.

We registered the shares under the Securities Act on a Registration Statement on Form S-1 (Registration No. 333-223905), which was filed with the SEC on March 26, 2018 and declared effective on April 25, 2018.

The IPO closed on April 30, 2018. The offering terminated after all of the shares of common stock were sold.

There was no material change in the planned use of proceeds from our IPO as described in our Prospectus.

Concurrent Private Placement

Immediately subsequent to our IPO on April 30, 2018, THL / Cannae Investors LLC, one of our existing stockholders controlled by our Sponsors, purchased from us in a private placement $100.0 million of our common stock at a price per share equal to the initial public offering price. Based on the IPO price of $22.00 per share, 4,545,455 shares were issued in this private placement.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

54

ITEM 6. EXHIBITS

(a) Exhibits

The following exhibits are filed or furnished as a part of this report:

Exhibit No.	Description
3.1	Third Amended and Restated Certificate of Incorporation of Ceridian HCM Holding Inc.
3.2	Amended and Restated Bylaws of Ceridian HCM Holding Inc.
4.1	Certificate of Common Stock.
4.2	Indenture, dated October  1, 2013, among Ceridian HCM Holding Inc., the guarantors party thereto, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to the Form S-1 Registration Statement filed by Ceridian HCM Holding Inc. on March 26, 2018 (No. 333-223905)).
4.3	First Supplemental Indenture, dated August  8, 2014, between Ceridian HCM Holding Inc. and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.3 to the Form S-1 Registration Statement filed by Ceridian HCM Holding Inc. on March 26, 2018 (No. 333-223905)).
4.4	Registration Rights Agreement by and among Ceridian HCM Holding Inc. and the other parties thereto.
31.1	Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2	Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Extension Label Linkbase Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document

55

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CERIDIAN HCM HOLDING INC.
Date: May 24, 2018	By:	/s/ David D. Ossip
		Name: David D. Ossip
		Title: Chief Executive Officer
		(Principal Executive Officer)

Date: May 24, 2018	By:	/s/ Arthur Gitajn
		Name: Arthur Gitajn
		Title: Executive Vice President and Chief
		Financial Officer
		(Principal Financial Officer and           Principal Accounting Officer)

56

EX-3.1

Exhibit 3.1

THIRD AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION OF

CERIDIAN HCM HOLDING INC.

Ceridian HCM Holding Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify as follows:

First: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on July 3, 2013. The First Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on October 1, 2013 and the Second Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on March 30, 2016 (as amended to date, the “Previous Certificate of Incorporation”).

Second: This Third Amended and Restated Certificate of Incorporation has been duly adopted in accordance with the provisions of Sections 242 and 245 of the General Corporation Law of the State of Delaware.

Third: This Third Amended and Restated Certificate of Incorporation amends, restates and integrates the provisions of the Corporation’s Previous Certificate of Incorporation.

Fourth: The text of this Third Amended and Restated Certificate of Incorporation is hereby amended and restated to read in its entirety as follows:

ARTICLE I

NAME

The name of the corporation (the “Corporation”) is “Ceridian HCM Holding Inc.”

ARTICLE II

REGISTERED AGENT

The address of the registered office of the Corporation in the State of Delaware is Corporation Service Company, 251 Little Falls Drive, in the city of Wilmington, County of New Castle, Zip Code 19808. The name of the Corporation’s registered agent at that address is “Corporation Service Company”,

ARTICLE III

PURPOSE

The purpose of the Corporation is to engage in any lawful act or activity for which a corporation may now or hereafter be organized under the General Corporation Law of the State of Delaware (the “DGCL”).

ARTICLE IV

CAPITAL STOCK

Section 4.1. Authorized Shares. The total number of shares of all classes of capital stock that the Corporation shall have authority to issue is 510,000,000 shares, of which (i) 500,000,000 shares shall be designated shares of common stock, par value $0.01 per share (“Common Stock”) and (ii) 10,000,000 shares shall be designated shares of preferred stock, par value $0.01 per share (the “Preferred Stock”), Notwithstanding anything to the contrary contained herein, the rights and preferences of the Common Stock shall at all times be subject to the rights and preferences of the Preferred Stock as may be set forth in one or more certificates of designations filed with the Secretary of State of the State of Delaware from time to time in accordance with the DGCL and this Certificate. The number of authorized shares of Preferred Stock and Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) from time to time by the affirmative vote of the holders of at least a majority of the voting power of the Corporation’s then outstanding shares of stock entitled to vote thereon, voting together as a single class, irrespective of the provisions of Section 242(b)(2) of the DGCL (or any successor provision thereto) (including, with respect to the Preferred Stock, the vote attaching to the Special Voting Share), and no vote of the holders of any of the Common Stock or the Preferred Stock voting separately as a class or series shall be required therefor.

Section 4.2. Common Stock. The Common Stock shall have the following powers, designations, preferences and rights and qualifications, limitations and restrictions:

(a) Voting. Each holder of record of shares of Common Stock shall be entitled to vote at all meetings of the stockholders of the Corporation and shall have one vote for each share of Common Stock held of record by such holder of record as of the applicable record date on any matter that is submitted to a vote of the stockholders of the Corporation; provided, however, that to the fullest extent permitted by law, holders of Common Stock, as such, shall have no voting power with respect to, and shall not be entitled to vote on, any amendment to this Certificate (including any certificate of designations relating to any series or class of Preferred Stock) that relates solely to the terms of one or more outstanding series or class(es) of Preferred Stock if the holders of such affected series or class(es) of Preferred Stock are entitled, either separately or together with the holders of one or more other such series or class(es), to vote thereon pursuant to applicable law or this Certificate (including any certificate of designations relating to any series or class of Preferred Stock); and provided further that the Board of Directors may issue or grant shares of Common Stock that are subject to vesting or forfeiture and that restrict or eliminate voting rights with respect to such shares until any such vesting criteria is satisfied or such forfeiture provisions lapse..

(b) Dividends and Distributions. Subject to the prior rights of all classes or series of stock at the time outstanding having prior rights as to dividends or other distributions, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, property, or stock as may be declared on the Common Stock by the Board of Directors from time to time out of assets or funds of the Corporation legally available therefor and shall share equally on a per share basis in all such dividends and other distributions.

(c) Liquidation, etc. Subject to the prior rights of creditors of the Corporation and the holders of all classes or series of stock at the time outstanding having prior rights as to distributions upon liquidation, dissolution or winding up of the Corporation, in the event of any liquidation, dissolution or winding up of the Corporation, either voluntary or involuntary, the holders of shares of Common Stock shall be entitled to receive their ratable and proportionate share of the remaining assets of the Corporation.

(d) No holder of shares of Common Stock shall have cumulative voting rights.

(e) No holder of shares of Common Stock shall be entitled to preemptive or subscription rights pursuant to this Certificate.

Section 4.3. Preferred Stock. The Board of Directors is hereby expressly authorized, to the fullest extent as may now or hereafter be permitted by the DGCL, by resolution or resolutions, at any time and from time to time, to provide for the issuance of a share or shares of Preferred Stock in one or more series or classes and to fix for each such series or class (i) the number of shares constituting such series or class and the designation of such series or class, (ii) the voting powers (if any), whether full or limited, of the shares of such series or class, (iii) the powers, preferences, and relative, participating, optional or other special rights of the shares of each such series or class, and (iv) the qualifications, limitations, and restrictions thereof, and to cause to be filed with the Secretary of State of the State of Delaware a certificate of designation with respect thereto. Without limiting the generality of the foregoing, to the fullest extent as may now or hereafter be permitted by the DGCL, the authority of the Board of Directors with respect to the Preferred Stock and any series or class thereof shall include, but not be limited to, determination of the following:

(a) the number of shares constituting any series or class, which number the Board of Directors may thereafter increase or decrease (but not below the number of shares thereof then outstanding) and the distinctive designation of that series or class;

(b) the dividend rate or rates on the shares of any series or class, the terms and conditions upon which and the periods in respect of which dividends shall be payable, whether dividends shall be cumulative and, if so, from which date or dates, and the relative rights of priority, if any, of payment of dividends on shares of that series or class;

(c) whether any series or class shall have voting rights, in addition to the voting rights provided by applicable law, and, if so, the number of votes per share and the terms and conditions of such voting rights;

(d) whether any series or class shall have conversion privileges and, if so, the terms and conditions of conversion, including provision for adjustment of the conversion rate upon such events as the Board of Directors shall determine;

(e) whether the shares of any series or class shall be redeemable and, if so, the terms and conditions of such redemption, including the date or dates upon or after which they shall be redeemable and the amount per share payable in case of redemption, which amount may vary under different conditions and at different redemption dates;

(f) whether any series or class shall have a sinking fund for the redemption or purchase of shares of that series or class, and, if so, the terms and amount of such sinking fund;

(g) the rights of the shares of any series or class in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, and the relative rights of priority, if any, of payment of shares of that series or class; and

(h) any other powers, preferences, rights, qualifications, limitations, and restrictions of any series or class.

The powers, preferences and relative, participating, optional and other special rights of the shares of each series or class of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series or classes at any time outstanding. Unless otherwise provided in the resolution or resolutions providing for the issuance of such series or class of Preferred Stock, shares of Preferred Stock, regardless of series or class, which shall be issued and thereafter acquired by the Corporation through purchase, redemption, exchange, conversion or otherwise shall return to the status of authorized but unissued Preferred Stock, without designation as to series or class of Preferred Stock, and the Corporation shall have the right to reissue such shares.

Section 4.4. Special Voting Preferred Stock. One (1) share of the authorized Preferred Stock of the Corporation is designated “Special Voting Preferred Stock” and shall have the rights, preferences, powers, privileges and restrictions, qualifications and limitations set forth herein. Unless otherwise indicated, references to “Sections” or “Subsections” in this Section 4.4 refer to sections and subsections of this Section 4.4. The one (1) share of Special Voting Preferred Stock is referred to herein as the “Special Voting Share”).

(a) Dividends. The holder of the Special Voting Share shall not be entitled to receive any portion of any dividend or distribution at any time.

(b) Voting Rights. The holder of the Special Voting Share shall have the following voting rights:

(1) In accordance with the terms contained herein and in that certain Voting and Exchange Trust Agreement dated as of April 25, 2018 (the “Trust Agreement”), among the Corporation, Ceridian Canada Ltd., Ceridian Acquisitionco ULC (“Exchangeco”), and the Trustee (as defined therein), the holder of the Special Voting Share shall, with respect to all meetings of stockholders of the Corporation at which holders of shares of Common Stock are entitled to vote (each, a “Ceridian Holding Meeting”) and with respect to all written consents sought from the holders of shares of Common Stock (a “Ceridian Holding Consent”), be entitled to cast a number of votes for each exchangeable share of Exchangeco (the “Exchangeable Shares”) owned of record at the close of business on the record date established by the Corporation or by applicable law for such Ceridian Holding Meeting or Ceridian Holding Consent, as the case may be, by registered holders of such Exchangeable Shares (excluding any such Exchangeable Shares owned by the Corporation or its subsidiaries) and for which the Trustee (as defined in Trust Agreement) has received voting instructions from the Beneficiaries (as defined in Trust Agreement), equal to the number of votes to which a holder of one share of Common Stock is entitled, in respect of each matter, question, proposal or proposition to be voted on at such Ceridian Holding Meeting or to be consented to in connection with such Ceridian Holding Consent.

(2) Except as otherwise provided herein or by law, the holder of the Special Voting Share and the holders of shares of Common Stock shall vote together as one class on all matters submitted to a vote of shareholders of the Corporation.

(3) Except as set forth herein, the holder of the Special Voting Share shall have no special voting rights, and its consent shall not be required (except to the extent it is entitled to vote with the holders of shares of Common Stock and Common Stock as set forth herein) for taking any corporate action.

(c) Additional Provisions.

(1) The holder of the Special Voting Share is entitled to exercise the voting rights attendant thereto in such manner as such holder desires.

(2) At such time as (A) there are no Exchangeable Shares of Exchangeco issued and outstanding that are not owned by the Corporation or any subsidiary of the Corporation, and (B) there is no share of stock, debt, option or other agreement, obligation or commitment of Exchangeco which could by its terms require Exchangeco to issue any Exchangeable Shares to any person other than the Corporation or any subsidiary of the Corporation, then the Special Voting Share shall thereupon be retired and cancelled promptly thereafter for no consideration and not be reissued.

(d) Reacquired Share. If the Special Voting Share is purchased or otherwise acquired by the Corporation in accordance with the terms of Section 4.4(c)(2) or Section 4.4(e), then the Special Voting Share shall be retired and cancelled promptly after the acquisition thereof.

(e) Redemption. The Special Voting Share is not redeemable, except as at such time as contemplated by Section 4.4(c)(2).

(f) Dissolution, Liquidation or Winding Up. Upon any liquidation, dissolution or winding up of the Corporation, the holder of the Special Voting Share shall not be entitled to any portion of any related distribution.

ARTICLE V

DIRECTORS

Section 5.1. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, consisting of not less than one (1) nor more than fourteen (14) members with the exact number of directors to be set forth in the Corporation’s Bylaws or determined from time to time by resolution adopted by the Board of Directors. The directors, other than those who may be elected by the holders of any class or series of Preferred Stock as set forth in this Certificate of Incorporation, shall be divided into three classes, designated Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At each annual meeting of stockholders, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term. The term of the initial Class I directors shall terminate on the date of the 2019 annual meeting of stockholders; the term of the initial Class II directors shall terminate on the date of the 2020 annual meeting of stockholders and the term of the initial Class III directors shall terminate on the date of the 2021 annual meeting of stockholders. At each annual meeting of stockholders beginning in 2019, successors to the class of directors whose term expires at that annual meeting shall be elected for a three-year term.

Section 5.2. If the number of directors on the Board of Directors is changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, but in no case will a decrease in the number of directors shorten the term of any incumbent director. A director shall hold office until the annual meeting for the year in which his term expires and until his successor shall be elected and shall qualify for office, subject, however, to prior death, resignation, retirement, disqualification or removal from office.

Section 5.3. Subject to the terms of any one or more series or classes of Preferred Stock, any vacancy on the Board of Directors, however resulting, may be filled only by an affirmative vote of the majority of the directors then in office, even if less than a quorum, or by an affirmative vote of the sole remaining director. Any director elected to fill a vacancy shall hold office for a term that shall coincide with the term of the class to which such director shall have been elected.

Section 5.4. Notwithstanding any of the foregoing provisions, whenever the holders of any one or more classes or series of Preferred Stock issued by the Corporation shall have the right, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by the terms of this Certificate of Incorporation, or the resolution or resolutions adopted by the Board of Directors pursuant to Section 4.4 of this Certificate of Incorporation applicable thereto, and such directors so elected shall not be divided into classes pursuant to this Article V unless expressly provided by such terms.

ARTICLE VI

CORPORATE OPPORTUNITIES

Section 6.1. In anticipation of the possibility (a) that the officers and/or directors of the Corporation may also serve as officers and/or directors of Cannae (as defined below) or THL (as defined below) and (b) that the Corporation on one hand, and Cannae or THL on the other hand, may engage in the same or similar activities or lines of business and have an interest in the same corporate opportunities, and in recognition of the benefits to be derived by the Corporation through its continued contractual, corporate and business relations with Cannae and THL, the provisions of this Article VI are set forth to regulate, to the fullest extent permitted by law, the conduct of certain affairs of the Corporation as they relate to Cannae and THL and their respective officers and directors, and the powers, rights, duties and liabilities of the Corporation and its officers, directors and stockholders in connection therewith.

Section 6.2. (a) Except as may be otherwise provided in a written agreement between the Corporation on one hand, and Cannae or THL on the other hand, Cannae and THL shall have no duty to refrain from engaging in the same or similar activities or lines of business as the Corporation, and, to the fullest extent permitted by law, neither Cannae nor THL nor any officer or director thereof (except in the event of any violation of Section 6.3 hereof, to the extent such violation would create liability under applicable law) shall be liable to the Corporation or its stockholders for breach of any fiduciary duty by reason of any such activities of Cannae or THL.

(b) The Corporation may from time to time be or become a party to and perform, and may cause or permit any subsidiary of the Corporation to be or become a party to and perform, one or more agreements (or modifications or supplements to pre-existing agreements) with Cannae and/or THL. Subject to Section 6.3 hereof, to the fullest extent permitted by law, no such agreement, nor the performance thereof in accordance with its terms by the Corporation or any of its subsidiaries, Cannae or THL, shall be considered contrary to any fiduciary duty to the Corporation or to its stockholders of any director or officer of the Corporation who is also a director, officer or employee of Cannae or THL. Subject to Section 6.3 hereof, to the fullest extent permitted by law, no director or officer of the Corporation who is also a director, officer or employee of Cannae or THL shall have or be under any fiduciary duty to the Corporation or its stockholders to refrain from acting on behalf of the Corporation or any of its subsidiaries, Cannae or THL in respect of any such agreement or performing any such agreement in accordance with its terms.

Section 6.3. In the event that a director or officer of the Corporation who is also a director or officer of Cannae or THL acquires knowledge of a potential transaction or matter which may be a corporate opportunity of both the Corporation on one hand, and Cannae or THL on the other hand, such director or officer of the Corporation shall, to the fullest extent permitted by law, have fully satisfied and fulfilled the fiduciary duty of such director or officer to the Corporation and its stockholders with respect to such corporate opportunity, if such director or officer acts in a manner consistent with the following policy:

(a) a corporate opportunity offered to any person who is an officer of the Corporation, and who is also a director but not an officer of Cannae or THL, shall belong to the Corporation, unless such opportunity is expressly offered to such person in a capacity other than such person’s capacity as an officer of the Corporation, in which case it shall not belong to the Corporation;

(b) a corporate opportunity offered to any person who is a director but not an officer of the Corporation, and who is also a director or officer of Cannae or THL, shall belong to the Corporation only if such opportunity is expressly offered to such person in such person’s capacity as a director of the Corporation; and

(c) a corporate opportunity offered to any person who is an officer of both the Corporation on one hand, and Cannae or THL on the other hand, shall belong to the Corporation only if such opportunity is expressly offered to such person in such person’s capacity as an officer of the Corporation.

Notwithstanding the foregoing, the Corporation shall not be prohibited from pursuing any corporate opportunity of which the Corporation becomes aware.

Section 6.4. Any person purchasing or otherwise acquiring any interest in shares of the capital stock of the Corporation shall be deemed to have notice of and to have consented to the provisions of this Article VI.

Section 6.5. (a) For purposes of this Article VI, a director of any company who is the chair of the board of directors of that company shall not be deemed to be an officer of the company solely by reason of holding such position.

(b) The term “Corporation” shall mean, for purposes of this Article VI, the Corporation and all corporations, partnerships, joint ventures, associations and other entities in which the Corporation beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests. The term “Cannae” shall mean, for purposes of this Article VI, Cannae Holdings, Inc., a Delaware corporation, and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities in which it beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests other than the Corporation. The term “THL” shall mean, for purposes of this Article VI, Thomas H. Lee Partners, L.P., a Delaware limited partnership, and any successor thereof, and all corporations, partnerships, joint ventures, associations and other entities in which it or one or more of its affiliates beneficially owns (directly or indirectly) fifty percent or more of the outstanding voting stock, voting power, partnership interests or similar voting interests other than the Corporation and its subsidiaries.

Section 6.6. Anything in this Certificate of Incorporation to the contrary notwithstanding, the foregoing provisions of this Article VI shall not apply at any time that no person who is a director or officer of the Corporation is also a director or officer of Cannae or THL. Neither the alteration, amendment, termination, expiration or repeal of this Article VI nor the adoption of any provision of this Certificate of Incorporation inconsistent with this Article VI shall eliminate or reduce the effect of this Article VI in respect of any matter occurring, or any cause of action, suit or claim that, but for this Article VI, would accrue or arise, prior to such alteration, amendment, termination, expiration, repeal or adoption.

ARTICLE VII

REMOVAL OF DIRECTORS

Subject to the rights, if any, of the holders of shares of Preferred Stock then outstanding, any or all of the directors of the Corporation may be removed from office at any time, but only for cause and only by the affirmative vote of the holders of a majority of the outstanding capital stock of the Corporation then entitled to vote generally in the election of directors, considered for purposes of this Article VII as one class. For purposes of this Article VII, “cause” shall mean, with respect to any director, (x) the willful failure by such director to perform, or the gross negligence of such director in performing, the duties of a director, (y) the engaging by such director in willful or serious misconduct that is injurious to the Corporation or (z) the conviction of such director of, or the entering by such director of a plea of nolo contendere to, a crime that constitutes a felony,

ARTICLE VIII

ELECTION OF DIRECTORS

Elections of directors at an annual or special meeting of stockholders shall be by written ballot unless the bylaws of the Corporation (as in effect from time to time, the “Bylaws”) shall otherwise provide.

ARTICLE IX

WRITTEN CONSENT OF STOCKHOLDERS

Except as otherwise provided for or fixed by or pursuant to the provisions of this Certificate of Incorporation or any resolution or resolutions of the Board of Directors providing for the issuance of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation may be effected only at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders; provided, however, that at any time when the THL and Cannae beneficially own (determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended), in the aggregate, more than fifty percent (50%) in voting power of the stock of the Corporation entitled to vote generally in the election of directors, any action required or permitted to be taken by the stockholders of the Corporation at any meeting of stockholders may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by stockholders holding not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted.

ARTICLE X

SPECIAL MEETINGS

Special meetings of the stockholders of the Corporation for any purposes may be called at any time by a majority vote of the Board of Directors or the Chair of the Board or Chief Executive Officer of the Corporation. Except as required by law or provided by resolutions adopted by the Board of Directors designating the rights, powers and preferences of any Preferred Stock, special meetings of the stockholders of the Corporation may not be called by any other person or persons.

ARTICLE XI

OFFICERS

The officers of the Corporation shall be chosen in such manner, shall hold their offices for such terms and shall carry out such duties as are determined solely by the Board of Directors, subject to the right of the Board of Directors to remove any officer or officers at any time with or without cause.

ARTICLE XII

INDEMNITY

The Corporation shall indemnify to the full extent authorized or permitted by law any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that such person is or was a director or officer of the Corporation or by reason of the fact that such director or officer, at the request of the Corporation, is or was serving any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, in any capacity. Nothing contained herein shall affect any rights to indemnification to which employees other than directors and officers may be entitled by law. No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (a) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) pursuant to Section 174 of the DGCL or (d) for any transaction from which such director derived an improper personal benefit. No amendment to or repeal of this Article XII shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.

ARTICLE XIII

BUSINESS COMBINATIONS

The Corporation shall not be governed by Section 203 of the DGCL.

ARTICLE XIV

AMENDMENT

The Corporation reserves the right at any time from time to time to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, and any other provisions authorized by the laws of the State of Delaware at any time may be added or inserted, in the manner now or hereafter prescribed by law. All rights, preferences and privileges of whatsoever nature conferred upon stockholders, directors or any other persons whomsoever by and pursuant to this Certificate of Incorporation in its present form or as hereafter amended are granted subject to the right reserved in this Article XIV. In addition to any affirmative vote of the holders of any series of Preferred Stock required by law, by this Certificate of Incorporation or by the resolution or resolutions adopted by the Board of Directors designating the rights, powers and preferences of such Preferred Stock, the provisions (a) of the Bylaws may be adopted, amended or repealed if approved by a majority of the Board of Directors then in office or approved by holders of the Common Stock in accordance with applicable law and this Certificate of Incorporation and (b) of this Certificate of Incorporation may be adopted, amended or repealed as provided by applicable law.

ARTICLE XV

SEVERABILITY

If any provision (or any part thereof) of this Certificate of Incorporation shall be held to be invalid, illegal or unenforceable as applied to any circumstance for any reason whatsoever: (i) the validity, legality and enforceability of such provisions in any other circumstance and of the remaining provisions of this Certificate of Incorporation including, without limitation, each portion of any section of this Certificate of Incorporation containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby and (ii) to the fullest extent possible, the provisions of this Certificate of Incorporation (including, without limitation, each such containing any such provision held to be invalid, illegal or unenforceable) shall be construed so as to permit the Corporation to protect its directors, officers, employees and agents from personal liability in respect of their good faith service or for the benefit of the Corporation to the fullest extent permitted by law.

IN WITNESS WHEREOF, the undersigned officer of the Corporation has executed this Amended and Restated Certificate of Incorporation on behalf of the Corporation this 25th day of April, 2018.

CERIDIAN HCM HOLDING INC.
By:	/s/ William E. McDonald
Name:	William E. McDonald
Title:	Senior Vice President, Deputy General Counsel and Corporate Secretary

EX-3.2

Exhibit 3.2

AMENDED AND RESTATED BYLAWS OF

CERIDIAN HCM HOLDING INC.

AS ADOPTED ON APRIL 25, 2018

ARTICLE I OFFICES

Section 1.1 Registered Office. The registered office of Ceridian HCM Holding Inc. (the “Corporation”) shall be 251 Little Falls Drive, in the city of Wilmington, County of New Castle, Zip Code 19808 and the name and address of its registered agent is “Corporation Service Company”.

Section 1.2 Other Offices. The Corporation may also have offices at such other places both within and without the State of Delaware as the Board of Directors of the Corporation (the “Board of Directors”) may from time to time determine.

ARTICLE II

MEETINGS OF STOCKHOLDERS

Section 2.1 Place of Meetings. Meetings of the stockholders for the election of directors or for any other purpose shall be held at such time and place, either within or without the State of Delaware, as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting or in a duly executed waiver of notice thereof.

Section 2.2 Annual Meetings. The annual meetings of stockholders (the “Annual Meeting”) shall be held on such date and at such time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting, at which meetings the stockholders, subject to the provisions of the Third Amended and Restated Certificate of Incorporation of the Corporation (the “Certificate of Incorporation”), shall elect by a plurality vote a Board of Directors, and transact such other business as may properly be brought before the meeting. Written notice of the Annual Meeting stating the place, date and hour of the meeting shall be given to each stockholder entitled to vote at such meeting not less than ten days nor more than sixty days before the date of the meeting.

(a) No business may be transacted at an Annual Meeting, other than business that is either (i) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors (or any duly authorized committee thereof), (ii) otherwise properly brought before the Annual Meeting by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (iii) otherwise properly brought before the Annual Meeting by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 2.2 and on the record date for the determination of stockholders entitled to vote at such Annual Meeting and (B) who complies with the notice procedures set forth in this Section 2.2.

(b) In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation not less than one-hundred and twenty days prior to the anniversary date of the date of the proxy statement for the immediately preceding Annual Meeting; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty days before or after the anniversary date of the immediately preceding Annual Meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which public disclosure of the date of the Annual Meeting was first made. To be in proper written form, a stockholder’s notice to the Secretary must set forth as to each matter such stockholder proposes to bring before the Annual Meeting (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (ii) the name and record address of such stockholder, (iii) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (iv) a description of all arrangements or understandings between such stockholder and any other person or persons (including their names) in connection with the proposal of such business by such stockholder and any material interest of such stockholder in such business and (v) a representation that such stockholder intends to appear in person or by proxy at the Annual Meeting to bring such business before the meeting.

(c) No business shall be conducted at the Annual Meeting except business brought before the Annual Meeting in accordance with the procedures set forth in this Section 2.2, provided, however, that, once business has been properly brought before the Annual Meeting in accordance with such procedures, nothing in this Section 2.2 shall be deemed to preclude discussion by any stockholder of any such business. If the Chair of an Annual Meeting determines that business was not properly brought before the Annual Meeting in accordance with the foregoing procedures, the Chair shall declare to the meeting that the business was not properly brought before the meeting and such business shall not be discussed or transacted.

Section 2.3 Special Meetings. Unless otherwise prescribed by law or by the Certificate of Incorporation, Special Meetings of Stockholders (“Special Meetings”), for any purpose or purposes, may be called by the majority vote of the Board of Directors or by the Chief Executive Officer. Special Meetings may not be called by any other person or persons, except as required by law or provided by resolutions adopted by the Board of Directors designating the rights, powers and preferences of any shares of one or more series of Preferred Stock of the Corporation, par value $0.01 per share (the “Preferred Stock”). Written notice of a Special Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given not less than ten days nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting.

Section 2.4 Quorum. Except as otherwise required by law, these Amended and Restated Bylaws (these “Bylaws”) or by the Certificate of Incorporation, holders of a majority of the capital stock issued and entitled to vote thereat present in person or represented by proxy shall constitute a quorum at all meetings of the stockholders for the transaction of business. For purposes of determining the presence of a quorum, “capital stock issued and entitled to vote

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thereat” shall be deemed to include that number of shares of Common Stock in the capital of the Corporation equal to the number of votes that the Trustee is entitled to vote from time to time pursuant to the Special Voting Share in the capital of the Corporation (which Special Voting Share is governed by the terms of the Certificate of Incorporation and the Voting and Exchange Trust Agreement dated April 25, 2018, between the Corporation, Ceridian Acquisitionco ULC, Ceridian Canada Ltd. and the trustee appointed thereunder from time-to-time (the “Trustee”)). Where a separate vote by one or more classes or series of the capital stock is required, the presence in person or by proxy of the holders of record of a majority in voting power of the shares entitled to vote shall constitute a quorum entitled to take action with respect to that vote on that matter. If, however, such quorum shall not be present or represented at any meeting of the stockholders, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed. If the adjournment is for more than thirty days, or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meeting shall be given to each stockholder entitled to vote at the meeting.

Section 2.5 Voting. Unless otherwise required by law, the Certificate of Incorporation or these Bylaws, any question brought before any meeting of stockholders shall be decided by the vote of the holders of a majority of the stock represented and voting on the subject matter. Such votes may be cast in person or by proxy but no proxy shall be voted on or after three years from its date, unless such proxy provides for a longer period. The Board of Directors, in its discretion, or the officer of the Corporation presiding at a meeting of stockholders, in his discretion, may require that any votes cast at such meeting shall be cast by written ballot.

Section 2.6 Consent of Stockholders in Lieu of a Meeting. Actions required or permitted to be taken at any annual or special meeting of stockholders may be taken without a meeting upon the written consent of the stockholders, but only if such action is taken in accordance with the provisions of Article IX of the Certificate of Incorporation.

Section 2.7 List of Stockholders Entitled to Vote. The officer of the Corporation who has charge of the stock ledger of the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder of the Corporation who is present.

Section 2.8 Stock Ledger. The stock ledger of the Corporation shall be the only evidence as to who are the stockholders entitled to examine the stock ledger, the list required by Section 2.7 hereof or the books of the Corporation, or to vote in person or by proxy at any meeting of stockholders.

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ARTICLE III

DIRECTORS

Section 3.1 Number and Election of Directors. (a) Subject to the rights, if any, of holders of Preferred Stock to elect directors of the Corporation, the Board of Directors shall consist of not less than one (1) nor more than fourteen (14) members with the exact number of directors to be determined from time to time exclusively by resolution duly adopted by the Board of Directors. Directors shall be elected by a plurality of the votes cast at the Annual Meeting, and, unless otherwise provided by the Certificate of Incorporation, each director so elected shall hold office until the Annual Meeting for the year in which his term expires and until his successor is duly elected and qualified, or until his earlier death, resignation, retirement, disqualification or removal. Any director may resign at any time effective upon giving written notice to the Corporation, unless the notice specifies a later time for the effectiveness of such resignation. Directors need not be stockholders.

(b) Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors of the Corporation, except as may be otherwise provided in the Certificate of Incorporation with respect to the right of holders of Preferred Stock of the Corporation to nominate and elect a specified number of directors in certain circumstances. Nominations of persons for election to the Board of Directors may be made at any Annual Meeting or at any Special Meeting called by a majority vote of the Board of Directors or by the Chief Executive Officer for the purpose of electing directors (i) by or at the direction of the Board of Directors (or any duly authorized committee thereof) or (ii) by any stockholder of the Corporation (A) who is a stockholder of record on the date of the giving of the notice provided for in this Section 3.1 and on the record date for the determination of stockholders entitled to vote at such Annual or Special Meeting and (B) who complies with the notice procedures set forth in this Section 3.1.

(c) In addition to any other applicable requirements, for a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of the Corporation. To be timely, a stockholder’s notice to the Secretary must be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an Annual Meeting, not less than one-hundred and twenty days prior to the anniversary date of the date of the proxy statement for the immediately preceding Annual Meeting; provided, however, that in the event that the Annual Meeting is called for a date that is not within thirty days before or after the anniversary date of the immediately preceding Annual Meeting, notice by the stockholder in order to be timely must be so received not later than the close of business on the tenth day following the day on which public disclosure of the date of the Annual Meeting was first made; and (ii) in the case of a Special Meeting called for the purpose of electing directors, not later than the close of business on the tenth day following the day on which public disclosure of the date of the Special Meeting was first made.

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(d) To be in proper written form, a stockholder’s notice to the Secretary must set forth (i) as to each person whom the stockholder proposes to nominate for election as a director (A) the name, age, business address and residence address of the person, (B) the principal occupation or employment of the person, (C) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by the person and (D) any other information relating to the person that would be required to be disclosed in a proxy statement or other filing required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder; and (ii) as to the stockholder giving the notice (A) the name and record address of such stockholder, (B) the class or series and number of shares of capital stock of the Corporation which are owned beneficially or of record by such stockholder, (C) a description of all arrangements or understandings between such stockholder and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are to be made by such stockholder, (D) a representation that such stockholder intends to appear in person or by proxy at the Annual Meeting to nominate the persons named in its notice and (E) any other information relating to such stockholder that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder. Such notice must be accompanied by a written consent of each proposed nominee to being named as a nominee and to serve as a director if elected.

(e) No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth in this Section 3.1. If the Chair of the meeting determines that a nomination was not made in accordance with the foregoing procedures, the Chair shall declare to the meeting that the nomination was defective and such defective nomination shall be disregarded.

Section 3.2 Chair of the Board of Directors. The Board of Directors may appoint from its members a Chair of the Board of Directors, who need not be an employee or officer of the Corporation. The Chair of the Board of Directors, if there is one, shall preside at all meetings of the stockholders and of the Board of Directors and may adopt rules and regulations for the conduct of such meetings. Except where by law the signature of the Chief Executive Officer or the President is required, the Chair of the Board of Directors shall possess the same power as the Chief Executive Officer or the President to sign all contracts, certificates and other instruments of the Corporation which may be authorized by the Board of Directors. During the absence or disability of the Chief Executive Officer or the President, the Chair of the Board of Directors shall exercise all the powers and discharge all the duties of the Chief Executive Officer or the President. The Chair of the Board of Directors shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

Section 3.3 Vacancies. Subject to the terms of any one or more series or classes of Preferred Stock, any vacancy on the Board of Directors, however created, may be filled only by a majority of the directors then in office, though less than a quorum or by a sole remaining director. Any director elected to fill a newly created directorship resulting from an increase in any class of directors shall hold office for a term that shall coincide with the remaining term of the other directors of that class. Any director elected to fill a vacancy not resulting from an increase in the number of directors shall have the same term as the remaining term of his predecessor.

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Section 3.4 Duties and Powers. The business of the Corporation shall be managed by or under the direction of the Board of Directors which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Certificate of Incorporation or by these Bylaws directed or required to be exercised or done by the stockholders.

Section 3.5 Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the State of Delaware. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chief Executive Officer, the Chair of the Board of Directors, if there is one, the President, or any directors. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight hours before the date of the meeting, by telephone or facsimile on twenty-four hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 3.6 Quorum. Except as may be otherwise specifically provided by law, the Certificate of Incorporation or these Bylaws, at all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present.

Section 3.7 Actions of Board. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 3.8 Meetings by Means of Conference Telephone. Unless otherwise provided by the Certificate of Incorporation or these Bylaws, members of the Board of Directors of the Corporation, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 3.7 shall constitute presence in person at such meeting.

Section 3.9 Committees. The Board of Directors may, by resolution passed by a majority of the entire Board of Directors, designate one or more committees, each committee to consist of one or more of the directors of the Corporation. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or

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disqualified member at any meeting of any such committee. In the absence or disqualification of a member of a committee, and in the absence of a designation by the Board of Directors of an alternate member to replace the absent or disqualified member, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any absent or disqualified member. In the event any person shall cease to be a director of the Corporation, such person shall simultaneously therewith cease to be a member of any committee appointed by the Board of Directors. Any committee, to the extent allowed by law and provided in the resolution establishing such committee, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, subject to the limitations set forth in applicable Delaware law. Each committee shall keep regular minutes and report to the Board of Directors when required.

Section 3.10 Audit Committee. The Board of Directors, by resolution adopted by a majority of the whole Board of Directors, may designate three or more directors to constitute an Audit Committee, to serve as such until the next annual meeting of the Board of Directors or until their respective successors are designated. The audit committee will carry out its responsibilities as set forth in an audit committee charter to be adopted by the Board of Directors.

Section 3.11 Compensation. At the discretion of the Board of Directors, the directors may be paid their expenses, if any, of attendance at each meeting of the Board of Directors and may be paid a fixed sum for attendance at each meeting of the Board of Directors or a stated salary as director. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. At the discretion of the Board of Directors, members of special or standing committees may be allowed like compensation for attending committee meetings.

Section 3.12 Interested Directors. No contract or transaction between the Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association, or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose if: (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction.

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Section 3.13 Entire Board of Directors. As used in these Bylaws generally, the term “entire Board of Directors” means the total number of directors which the Corporation would have if there were no vacancies.

ARTICLE IV

OFFICERS

Section 4.1 General. The officers of the Corporation shall be chosen by the Board of Directors and shall include a Chief Executive Officer, a President and a Secretary. The Board of Directors, in its discretion, may also appoint a Chief Financial Officer, Assistant Chief Financial Officers, Controller, Treasurer, Assistant Treasurers and one or more Vice Presidents, Assistant Secretaries, and other officers, who shall have such authority and perform such duties as may be prescribed in such appointment. Any number of offices may be held by the same person, unless otherwise prohibited by law, the Certificate of Incorporation or these Bylaws. The officers of the Corporation need not be stockholders of the Corporation nor need such officers be directors of the Corporation.

Section 4.2 Election. The Board of Directors at its first meeting held after each Annual Meeting of Stockholders shall elect the officers of the Corporation who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors; and all officers of the Corporation shall hold office until their successors are chosen and qualified, or until their earlier resignation or removal. Any officer elected by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation shall be filled by the Board of Directors. The salaries of all officers of the Corporation shall be fixed by the Board of Directors.

Section 4.3 Voting Securities Owned by the Corporation. Powers of attorney, proxies, waivers of notice of meeting, consents and other instruments relating to securities owned by the Corporation may be executed in the name of and on behalf of the Corporation by the Chief Executive Officer, the President or any Vice President and any such officer may, in the name of and on behalf of the Corporation, take all such action as any such officer may deem advisable to vote in person or by proxy at any meeting of security holders of any corporation in which the Corporation may own securities and at any such meeting shall possess and may exercise any and all rights and power incident to the ownership of such securities and which, as the owner thereof, the Corporation might have exercised and possessed if present. The Board of Directors may, by resolution, from time to time confer like powers upon any other person or persons.

Section 4.4 Duties of Officers. The duties of the officers of the Corporation shall be as follows:

(a) Chief Executive Officer. The Chief Executive Officer shall, subject to the control of the Board of Directors, have general executive charge, management and control of the properties, business and operations of the Corporation with all such powers as may be reasonably incident to such responsibilities; and the Chief Executive Officer may agree upon and execute all leases, contracts, evidences of indebtedness and other obligations in the name of the Corporation

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and may sign all certificates for shares of capital stock of the Corporation. In the absence or disability of the Chair of the Board of Directors, or if there is none, the Chief Executive Officer shall preside at all meetings of the stockholders and the Board of Directors. The Chief Executive Officer shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

(b) President. The President shall, subject to the control of the Board of Directors, the Chief Executive Officer, and, if there is one, the Chair of the Board of Directors, have general supervision of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute all bonds, mortgages, contracts and other instruments of the Corporation requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except that the other officers of the Corporation may sign and execute documents when so authorized by these Bylaws, the Board of Directors, the Chief Executive Officer, the Chair of the Board of Directors or the President. In the absence or disability of the Chief Executive Officer and the Chair of the Board of Directors, or if there is none, the President shall preside at all meetings of the stockholders and the Board of Directors. The President shall also perform such other duties and may exercise such other powers as from time to time may be assigned to him by these Bylaws or by the Board of Directors.

(c) Secretary. The Secretary shall attend all meetings of the Board of Directors and all meetings of stockholders and record all the proceedings thereat in a book or books to be kept for that purpose; the Secretary shall also perform like duties for the standing committees when required. The Secretary shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, the Chief Executive Officer or the President, under whose supervision he shall be. If the Secretary shall be unable or shall refuse to cause to be given notice of all meetings of the stockholders and special meetings of the Board of Directors, and if there is no Assistant Secretary, then either the Board of Directors, the Chief Executive Officer or the President may choose another officer to cause such notice to be given. The Secretary shall have custody of the seal of the Corporation and the Secretary or any Assistant Secretary, if there is one, shall have authority to affix the same to any instrument requiring it and when so affixed, it may be attested by the signature of the Secretary or by the signature of any such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. The Secretary shall see that all books, reports, statements, certificates and other documents and records required by law to be kept or filed are properly kept or filed, as the case may be.

(d) Assistant Secretaries. Except as may be otherwise provided in these Bylaws, Assistant Secretaries, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, if there is one, or the Secretary, and in the absence of the Secretary or in the event of his disability or refusal to act, shall perform the duties of the Secretary, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Secretary.

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(e) Chief Financial Officer. The Chief Financial Officer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Chief Financial Officer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the Chair of the Board, the President and the Board of Directors, at its regular meetings or when the Board of Directors so requires, an account of all transactions as Chief Financial Officer and of the financial condition of the Corporation. The Chief Financial Officer shall perform such other duties as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the Chair of the Board or the President.

(f) Assistant Chief Financial Officer. The Assistant Chief Financial Officer, or if there is more than one, the Assistant Chief Financial Officers, in the order determined by the Board of Directors (or if there is no such determination, then in the order of their election), shall, in the absence of the Chief Financial Officer or in the event of the Chief Financial Officer’s inability or refusal to act, perform the duties and exercise the powers of the Chief Financial Officer and shall perform such other duties and have such other powers as may from time to time be prescribed by the Board of Directors, the Chief Executive Officer, the Chair of the Board, the President or the Chief Financial Officer.

(g) Controller. The Board of Directors may elect a Controller who shall be responsible for all accounting and auditing functions of the Corporation and who shall perform such other duties as may from time to time be required of him by the Board of Directors.

(h) Treasurer. The Treasurer, if there is one, shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the Chief Executive Officer, the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of all his transactions as Treasurer and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(i) Assistant Treasurers. Assistant Treasurers, if there are any, shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors, the Chief Executive Officer, the President, any Vice President, or the Treasurer, if there is one, and in the absence of the Treasurer or in the event of his disability or refusal to act, shall perform the duties of the Treasurer, and when so acting, shall have all the powers of and be subject to all the restrictions upon the Treasurer. If required by the Board of Directors, an

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Assistant Treasurer shall give the Corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation.

(j) Vice Presidents. At the request of the President or in his absence or in the event of his inability or refusal to act (and if there is no Chief Executive Officer or Chair of the Board of Directors), the Vice President or the Vice Presidents if there is more than one (in the order designated by the Board of Directors) shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. Each Vice President shall perform such other duties and have such other powers as the Board of Directors from time to time may prescribe. If there is no Chief Executive Officer, no Chair of the Board of Directors and no Vice President, the Board of Directors shall designate the officer of the Corporation who, in the absence of the President or in the event of the inability or refusal of the President to act, shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.

(k) Other Officers. Such other officers as the Board of Directors may choose shall perform such duties and have such powers as from time to time may be assigned to them by the Board of Directors. The Board of Directors may delegate to any other officer of the Corporation the power to choose such other officers and to prescribe their respective duties and powers.

ARTICLE V

CAPITAL STOCK

Section 5.1 Form of Certificates. The shares of the Corporation shall be represented by certificates; provided, however, that the Board of Directors may provide by resolution or resolutions that some or all classes or series of the Corporation’s stock shall be uncertificated shares. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate or certificates duly numbered, certifying the number and class of shares in the Corporation owned by him, in such form as may be prescribed by the Board of Directors. Each such certificate shall be signed in the name of the Corporation by the Chair of the Board, the President or a Vice President, and by the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer.

Section 5.2 Signatures. Where a certificate is countersigned by (a) a transfer agent other than the Corporation or its employee, or (b) a registrar other than the Corporation or its employee, any other signature on the certificate may be a facsimile. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue.

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Section 5.3 Lost Certificates. The Board of Directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate, or his legal representative, to advertise the same in such manner as the Board of Directors shall require and/or to give the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed.

Section 5.4 Transfers. Stock of the Corporation shall be transferable in the manner prescribed by law and in these Bylaws. Transfers of stock shall be made on the books of the Corporation only by the person named in the certificate or by his attorney lawfully constituted in writing and upon the surrender of the certificate therefor, which shall be canceled before a new certificate shall be issued.

Section 5.5 Record Date. In order that the Corporation may determine the stockholders entitled to notice of or to vote at any meeting of stockholders or any adjournment thereof, or entitled to express consent to corporate action in writing without a meeting, or entitled to receive payment of any dividend or other distribution or allotment of any rights, or entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which shall not be more than sixty days nor less than ten days before the date of such meeting, nor more than sixty days prior to any other action. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

Section 5.6 Beneficial Owners. The Corporation shall be entitled to recognize the exclusive right of a person registered on its books as the owner of shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

ARTICLE VI

NOTICES

Section 6.1 Notices. Whenever written notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, such notice may be given by mail, addressed to such director, member of a committee or stockholder, at his address as it appears on the records of the Corporation, with postage thereon prepaid, and such notice shall be deemed to be given at the time when the same shall be deposited in the United States mail. Written notice may also be given personally or transmitted via facsimile.

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Section 6.2 Waivers of Notice. Whenever any notice is required by law, the Certificate of Incorporation or these Bylaws to be given to any director, member of a committee or stockholder, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. The attendance of any person at any meeting shall constitute a waiver of notice of such meeting, except when such person attends the meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

ARTICLE VII

GENERAL PROVISIONS

Section 7.1 Dividends. Dividends upon the capital stock of the Corporation, subject to the provisions of the Certificate of Incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, and may be paid in cash, in property, or in shares of the capital stock. Before payment of any dividend, there may be set aside out of any funds of the Corporation available for dividends such sum or sums as the Board of Directors from time to time, in its absolute discretion, deems proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the Corporation, or for any proper purpose, and the Board of Directors may modify or abolish any such reserve.

Section 7.2 Disbursements. All checks or demands for money and notes of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate.

Section 7.3 Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.4 Corporate Seal. The corporate seal shall have inscribed thereon the name of the Corporation, the year of its organization and the words “Corporate Seal, Delaware.” The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise.

ARTICLE VIII

INDEMNIFICATION

Section 8.1 Power to Indemnify in Actions, Suits or Proceedings Other Than Those by or in the Right of the Corporation. Subject to Section 8.3 hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good

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faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

Section 8.2 Power to Indemnify in Actions, Suits or Proceedings by or in the Right of the Corporation. Subject to Section 8.3 hereof, the Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation; except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.

Section 8.3 Authorization of Indemnification. Any indemnification under this Article VIII (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in Section 8.1 or Section 8.2 hereof, as the case may be. Such determination shall be made (a) by a majority vote of the directors who are not parties to such action, suit or proceeding, even though less than a quorum, or (b) if there are no such directors, or if such directors so direct, by independent legal counsel in a written opinion, or (c) by the stockholders. To the extent, however, that a director or officer of the Corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding described above or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith, without the necessity of authorization in the specific case.

Section 8.4 Good Faith Defined. For purposes of any determination under Section 8.1 or 8.2 hereof, a person shall be deemed to have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, or, with respect to any criminal action or proceeding, to have had no reasonable cause to believe his conduct was unlawful, if his action is based on the records or books of account of the Corporation or another enterprise, or on information supplied to him by the officers of the Corporation or another enterprise in the course of their duties, or on the advice of legal counsel

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for the Corporation or another enterprise or on information or records given or reports made to the Corporation or another enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Corporation or another enterprise. The term “another enterprise” as used in this Section 8.4 shall mean any other corporation or any partnership, joint venture, trust, employee benefit plan or other enterprise of which such person is or was serving at the request of the Corporation as a director, officer, employee or agent. The provisions of this Section 8.4 shall not be deemed to be exclusive or to limit in any way the circumstances in which a person may be deemed to have met the applicable standard of conduct set forth in Section 8.1 or 8.2 hereof, as the case may be.

Section 8.5 Indemnification by a Court. Notwithstanding any contrary determination made in any specific case under Section 8.3 hereof, and notwithstanding the absence of any determination made thereunder, any director or officer may apply to any court of competent jurisdiction in the State of Delaware for indemnification to the extent otherwise permissible under Sections 8.1 and 8.2 hereof. The basis of such indemnification by a court shall be a determination by such court that indemnification of the director or officer is proper in the circumstances because he has met the applicable standards of conduct set forth in Section 8.1 or 8.2 hereof. Neither a contrary determination in the specific case under Section 8.3 hereof nor the absence of any determination thereunder shall be a defense to such application or create a presumption that the director or officer seeking indemnification has not met any applicable standard of conduct. Notice of any application for indemnification pursuant to this Section 8.5 shall be given to the Corporation promptly upon the filing of such application. If successful, in whole or in part, the director or officer seeking indemnification shall also be entitled to be paid the expense of prosecuting such application.

Section 8.6 Expenses Payable in Advance. Expenses incurred by a director or officer in defending or investigating a threatened or pending action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in this Article VIII.

Section 8.7 Nonexclusivity of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by or granted pursuant to this Article VIII shall not be deemed exclusive of any other rights to which any person seeking indemnification or advancement of expenses may be entitled under any Bylaw, agreement, contract, vote of stockholders or disinterested directors or pursuant to the direction (howsoever embodied) of any court of competent jurisdiction or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, it being the policy of the Corporation that indemnification of the persons specified in Sections 8.1 and 8.2 hereof shall be made to the fullest extent permitted by law. The provisions of this Article VIII shall not be deemed to preclude the indemnification of any person who is not specified in Section 8.1 or 8.2 but whom the Corporation has the power or obligation to indemnify under the provisions of the General Corporation Law of the State of Delaware (the “DGCL”) or otherwise.

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Section 8.8 Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is or was a director or officer of the Corporation, or is or was a director or officer of the Corporation serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the Corporation would have the power or the obligation to indemnify him against such liability under the provisions of this Article VIII.

Section 8.9 Certain Definitions. For purposes of this Article VIII, references to “the Corporation” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors or officers, so that any person who is or was a director or officer of such constituent corporation, or is or was a director or officer of such constituent corporation serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, shall stand in the same position under the provisions of this Article VIII with respect to the resulting or surviving corporation as he would have with respect to such constituent corporation if its separate existence had continued. For purposes of this Article VIII, references to “fines” shall include any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the Corporation” shall include any service as a director, officer, employee or agent of the Corporation which imposes duties on, or involves services by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner he reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to have acted in a manner “not opposed to the best interests of the Corporation” as referred to in this Article VIII.

Section 8.10 Survival of Indemnification and Advancement of Expenses. The indemnification and advancement of expenses provided by, or granted pursuant to, this Article VIII shall, unless otherwise provided when authorized or ratified, continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors and administrators of such a person.

Section 8.11 Limitation on Indemnification. Notwithstanding anything contained in this Article VIII to the contrary, except for proceedings to enforce rights to indemnification (which shall be governed by Section 8.5 hereof), the Corporation shall not be obligated to indemnify any director or officer in connection with a proceeding (or part thereof) initiated by such person unless such proceeding (or part thereof) was authorized or consented to by the Board of Directors of the Corporation.

Section 8.12 Indemnification of Employees and Agents. The Corporation may, to the extent authorized from time to time by the Board of Directors, provide rights to indemnification and to the advancement of expenses to employees and agents of the Corporation similar to those conferred in this Article VIII to directors and officers of the Corporation.

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Section 8.13 Secondary Indemnifications. The indemnification and advancement of expenses provided by, or granted pursuant to, the other provisions of this Article 8 shall not be deemed exclusive of any other rights to which those persons provided indemnification or advancement of expenses may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s official capacity and as to action in another capacity while holding such office. Notwithstanding the foregoing, it is acknowledged that certain persons may have certain rights to indemnification, advancement of expenses and/or insurance provided by the stockholders of the Corporation or one or more of the affiliates of such stockholders of the Corporation other than the Corporation and its subsidiaries (any of such entities, together with their affiliates (other than the Corporation and its subsidiaries), the “Stockholder Sponsors”) as an employee of any of such entities (or their respective payroll companies) or pursuant to separate written agreements, which the Company and the Stockholder Sponsors intend to be secondary to the primary obligation of the Corporation to provide indemnification as provided herein. If any Stockholder Sponsor pays or causes to be paid, for any reason, any amounts otherwise indemnifiable hereunder or under any other indemnification agreement or arrangement (whether pursuant to contract, by-laws or charter) to a person indemnifiable hereunder, then (i) the applicable Stockholder Sponsor entity shall be fully subrogated to all of such person’s rights with respect to such payment and (ii) the Company shall indemnify, reimburse and hold harmless the applicable Stockholder Sponsor entity for the payments actually made. The Stockholder Sponsors shall be third-party beneficiaries of this Article 8, having the rights to enforce this Article 8.

ARTICLE IX

AMENDMENTS

These Bylaws may be altered, amended or repealed, in whole or in part, or new Bylaws may be adopted by the stockholders or by the Board of Directors, provided, however, that notice of such alteration, amendment, repeal or adoption of new Bylaws be contained in the notice of such meeting of stockholders or Board of Directors as the case may be. All such amendments must be approved by either the holders of shares entitled to vote thereon or by a majority of the Board of Directors then in office, in each case, in accordance with the Certificate of Incorporation and applicable law.

ARTICLE X

CONFLICTS

If there is a conflict between the provisions of these Bylaws and the provisions of the Certificate of Incorporation or the mandatory provisions of the DGCL, such provision or provisions of the Certificate of Incorporation and the DGCL, as the case may be, will be controlling.

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EX-4.1

Exhibit 4.1

The following abbreviations, when used in the inscription on the face of this certificate, shall be construed as though they were written out in full according to applicable laws or regulations:

TEN COM	– as tenants in common	UNIF GIFT MIN ACT-             Custodian
TEN ENT	– as tenants by the entireties	(Cust)                          (Minor)
JT TEN	– as joint tenants with right	under Uniform Gifts to Minors
	of survivorship and not as	Act
	tenants in common	(State)

Additional abbreviations may also be used though not in the above list.

For value received,                                                                                                           hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE

PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF ASSIGNEE

                                                                                                               Shares of the common stock represented by the within Certificate, and do hereby irrevocably constitute and appoint                                                              

Attorney to transfer the said stock on the books of the within-named Corporation with full power of substitution in the premises.

Dated,                                         

NOTICE:   THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE, IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT, OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

THE SIGNATURE(S) MUSTZ BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S E C, RULE 17Ad-15.

EX-4.4

Exhibit 4.4

REGISTRATION RIGHTS

AGREEMENT

by and among

Ceridian HCM Holding Inc.

and

the other parties hereto

April 30, 2018

TABLE OF CONTENTS

Section 1. Certain Definitions		1
Section 2. Registration Rights		5
2.1.	Demand Registrations	5
2.2.	Piggyback Registrations	10
2.3.	Allocation of Securities Included in Registration Statement.	12
2.4.	Registration Procedures	15
2.5.	Registration Expenses	21
2.6.	Certain Limitations on Registration Rights	22
2.7.	Limitations on Sale or Distribution of Other Securities	22
2.8.	No Required Sale	23
2.9.	Indemnification	23
2.10.	Limitations on Registration of Other Securities; Representation	27
2.11.	No Inconsistent Agreements	27
Section 3. Underwritten Offerings		27
3.1.	Requested Underwritten Offerings	27
3.2.	Piggyback Underwritten Offerings	28
Section 4. General		28
4.1.	Adjustments Affecting Registrable Securities	28
4.2.	Rule 144 and Rule 144A	29
4.3.	Nominees for Beneficial Owners	29
4.4.	Amendments and Waivers	29
4.5.	Notices	30
4.6.	Successors and Assigns	31
4.7.	Entire Agreement	32
4.8.	Governing Law; Submission to Jurisdiction; Waiver of Jury Trial	32
4.9.	Interpretation; Construction	33
4.10.	Counterparts	33
4.11.	Severability	33
4.12.	Remedies	33
4.13.	Further Assurances	34
4.14.	Confidentiality	34
4.15.	Termination and Effect of Termination	34

Exhibit A—Joinder

i

This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made as of April 30, 2018, by and among (i) Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), (ii) the Persons listed on the signature pages hereto as a THL Party (together, the “THL Party”), (iii) Cannae Holdings, LLC, a Delaware limited liability company (“Cannae”), (iv) the other Persons listed on the signature pages hereto as an Other Stockholder (each an “Other Stockholder”, and collectively the “Other Stockholders”).

W I T N E S S E T H:

WHEREAS, the Holders own Registrable Securities; and

WHEREAS, as of the date hereof, payment has been made by certain underwriters for the initial public offering of shares of Common Stock (“IPO”).

WHEREAS, in connection with the IPO, the parties desire to set forth certain registration rights applicable to the Registrable Securities.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

Section 1. Certain Definitions. As used herein, the following terms shall have the following meanings:

“Additional Piggyback Rights” has the meaning ascribed to such term in Section 2.2(d).

“Affiliate” means with respect to any Person, any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person, where “control” means the possession, directly or indirectly, of the power to direct the management and policies of a Person whether through the ownership of voting securities, contract or otherwise. For the avoidance of doubt, neither the Company nor any Person controlled by the Company shall be deemed to be an Affiliate of any Holder.

“Agreement” means this Registration Rights Agreement, as this agreement may be amended, modified, supplemented or restated from time to time after the date hereof.

“automatic shelf registration statement” has the meaning ascribed to such term in Section

2.4(v).

“Beneficial Ownership” shall mean, with respect to a specified Person, the ownership of securities as determined in accordance with Rule 13d-3 of the Exchange Act, as such Rule is in effect from time to time. The terms “Beneficially Own” and “Beneficial Owner” shall have a correlative meaning.

“Block Trade” means an offering and/or sale of Registrable Securities by one or more of the Holders on a block trade or underwritten basis (whether firm commitment or otherwise) without substantial marketing efforts prior to pricing, including, without limitation, a same day trade, overnight trade or similar transaction.

“Board” means the board of directors of the Company.

“Business Day” shall mean a day other than a Saturday, Sunday, federal or New York State holiday or other day on which commercial banks in the City of New York are authorized or required by law or other governmental action to close.

“Cannae” has the meaning ascribed to such term in the Preamble.

“Claims” has the meaning ascribed to such term in Section 2.9(a).

“Common Stock” shall mean the shares of Common Stock, $0.01 par value per share, of the Company, and any and all securities of any kind whatsoever which may be issued after the date hereof in respect of, or in exchange for, such shares of common stock of the Company pursuant to a merger, consolidation, stock split, stock dividend or recapitalization of the Company or otherwise.

“Common Stock Equivalents” means all options, warrants and other securities convertible into, or exchangeable or exercisable for (at any time or upon the occurrence of any event or contingency and without regard to any vesting or other conditions to which such securities may be subject) shares of capital stock or other equity securities of such Person (including, without limitation, any note or debt security convertible into or exchangeable for shares of capital stock or other equity securities of such Person).

“Company” means Ceridian HCM Holding Inc.

“Demand Exercise Notice” has the meaning ascribed to such term in Section 2.1(a)(ii).

“Demand Registration” has the meaning ascribed to such term in Section 2.1(a)(i).

“Demand Registration Request” has the meaning ascribed to such term in Section 2.1(a)(i).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect.

“Expenses” means any and all fees and expenses incident to the Company’s performance of or compliance with Section 2, including, without limitation: (i) SEC, stock exchange or FINRA registration and filing fees and all listing fees and fees with respect to the inclusion of securities on the New York Stock Exchange, Toronto Stock Exchange or on any other securities market on which the Common Stock is listed or quoted, (ii) fees and expenses of compliance with state securities or “blue sky” laws of any state or jurisdiction of the United States or compliance with the securities laws of foreign jurisdictions and in connection with the preparation of a “blue sky” survey, including, without limitation, reasonable fees and expenses of outside “blue sky” counsel and securities counsel in foreign jurisdictions, (iii) printing and copying expenses, (iv) messenger and delivery expenses, (v) expenses incurred in connection with any road show, (vi) fees and disbursements of counsel for the Company, (vii) with respect to each registration or underwritten offering, the fees and disbursements of (a) one counsel for the THL Party, (b) one counsel for Cannae, and (c) one counsel for all other Participating

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Holder(s) collectively (selected by the holders of a majority of the shares held by such other Participating Holder(s), together in each case with any local counsel, (viii) fees and disbursements of all independent public accountants (including the expenses of any audit and/or “cold comfort” letter and updates thereof) and fees and expenses of other Persons, including special experts, retained by the Company, (ix) fees and expenses payable to a Qualified Independent Underwriter, (x) fees and expenses of any transfer agent or custodian, (xi) any other fees and disbursements of underwriters, if any, customarily paid by issuers or sellers of securities and (xii) expenses for securities law liability insurance and, if any, rating agency fees.

“FINRA” means the Financial Industry Regulatory Authority, Inc.

“Holder” or “Holders” means (1) any Person who is a signatory to this Agreement or (2) any Permitted Transferee to whom any Person who is a signatory to this Agreement shall assign or transfer any rights hereunder, provided that such transferee has executed and delivered a Joinder and has thereby agreed in writing to be bound by this Agreement in respect of such Registrable Securities.

“Initiating Holders” has the meaning ascribed to such term in Section 2.1(a)(i).

“Inspectors” has the meaning ascribed to such term in Section 2.4(k).

“Investor Shareholders” shall mean (i) Cannae, and (ii) the THL Party and, in each case, their respective Permitted Transferees that are Affiliates (for the avoidance of doubt, other than the Company), in each case, to the extent such Person Beneficially Owns Registrable Securities and becomes a party to this Agreement (pursuant to a Joinder (as applicable)).

“IPO” has the meaning ascribed to such term in the Preamble.

“Joinder” means a joinder agreement in the form of Exhibit A hereto.

“Litigation” means any action, proceeding or investigation in any court or before any governmental authority.

“Majority Participating Holders” means Participating Holders holding more than 50% of the Registrable Securities proposed to be included in any offering of Registrable Securities by such Participating Holders pursuant to Section 2.1 or Section 2.2.

“Other Stockholders” has the meaning ascribed to such term in the Preamble.

“Manager” has the meaning ascribed to such term in Section 2.1(g).

“Offering Document” means a registration statement, any prospectus or preliminary, final or summary prospectus or free writing prospectus, or any other document used in connection with the offering of securities covered thereby, any offering circular, notification, pricing disclosure or similar document, or any amendment or supplement to any of the foregoing.

“Other Stockholders” has the meaning ascribed to such term in the Preamble.

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“Participating Holders” means all Holders of Registrable Securities which are proposed to be included in any offering of Registrable Securities pursuant to Section 2.1 or Section 2.2.

“Partner Distribution” has the meaning ascribed to such term in Section 2.1(c).

“Permitted Transferee” means, in relation to any Person who is a signatory to this Agreement, any Person to whom such Person is permitted to transfer Registrable Securities under the Amended and Restated Certificate of Incorporation of the Company, dated as of the date hereof (as amended from time to time), the Amended and Restated Bylaws of the Company, dated as of the date hereof (as amended from time to time), and the Voting Agreement.

“Person” means any individual, corporation (including not for profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, joint-stock company, unincorporated organization, governmental entity or agency or other entity of any kind or nature.

“Piggyback Registration” has the meaning ascribed to such term in Section 2.2(b).

“Piggyback Request” has the meaning ascribed to such term in Section 2.2(b).

“Piggyback Shares” has the meaning ascribed to such term in Section 2.3(a)(iii).

“Postponement Period” has the meaning ascribed to such term in Section 2.1(f).

“Public Offering” shall mean, other than the IPO, a bona fide underwritten public offering and sale or other transfer of Common Stock (other equity securities of the Company) pursuant to an effective registration statement under the Securities Act.

“Qualified Independent Underwriter” means a “qualified independent underwriter” within the meaning of FINRA Rule 5121.

“Records” has the meaning ascribed to such term in Section 2.4(k).

“Registrable Securities” means (a) any shares of Common Stock held by the Holders at any time (including those held as a result of, or issuable upon, the conversion or exercise of Common Stock Equivalents), whether now owned or acquired by the Holders at a later time, (b) any shares of Common Stock issued or issuable, directly or indirectly, in exchange for or with respect to the Common Stock referenced in clause (a) above by way of stock dividend, stock split or combination of shares in connection with a reclassification, recapitalization, merger, share exchange, consolidation or other reorganization and (c) any securities issued in replacement of or exchange for any securities described in clause (a) or (b) above. As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when (A) a registration statement with respect to the sale of such securities shall have been declared effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (B) such securities are able to be immediately sold pursuant to Rule 144 without any restrictions on transfer under such rule, or (C) in the case of securities held by the Other Stockholders, if David Ossip ceases to be an employee of the Company.

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“Rule 144” and “Rule 144A” have the meaning ascribed to such term in Section 4.2.

“SEC” means the Securities and Exchange Commission or such other federal agency which at such time administers the Securities Act.

“Section 2.3(a) Sale Number” has the meaning ascribed to such term in Section 2.3(a).

“Section 2.3(b) Sale Number” has the meaning ascribed to such term in Section 2.3(b).

“Section 2.3(c) Sale Number” has the meaning ascribed to such term in Section 2.3(c).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations of the SEC issued under such Act, as they may from time to time be in effect.

“Shelf Registrable Securities” has the meaning ascribed to such term in Section 2.1(i).

“Shelf Registration Statement” has the meaning ascribed to such term in Section 2.1(i).

“Shelf Underwriting” has the meaning ascribed to such term in Section 2.1(j).

“Shelf Underwriting Notice” has the meaning ascribed to such term in Section 2.1(j).

“Shelf Underwriting Request” has the meaning ascribed to such term in Section 2.1(j).

“Special Registration Statement” means: (a) a registration statement relating to any employee benefit plan; (b) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statement related to the issuance or resale of securities issued in connection with such transaction; or (c) a registration statement related to stock issued upon conversion of debt securities.

“Subsidiary” means any direct or indirect subsidiary of the Company on the date hereof and any direct or indirect subsidiary of the Company organized or acquired after the date hereof.

“THL Party” has the meaning ascribed to such term in the Preamble.

“Valid Business Reason” has the meaning ascribed to such term in Section 2.1(f).

“Voting Agreement” means that certain Voting Agreement between the Company, the THL Party and Cannae dated April 30, 2018.

“WKSI” has the meaning ascribed to such term in Section 2.4(v).

Section 2. Registration Rights.

2.1. Demand Registrations.

(a) (i) Subject to Sections 2.1(b) and 2.3, at any time and from time to time, for so long as the applicable Investor Shareholder owns at least 5% of the outstanding Registrable Securities, an Investor Shareholder shall have the right to require the Company to file one or

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more registration statements under the Securities Act covering all or any part of its and its Affiliates’ Registrable Securities by delivering a written request therefor to the Company specifying the number of Registrable Securities to be included in such registration and the intended method of distribution therefor (a “Demand Registration Request”). The registration so requested is referred to herein as a “Demand Registration” (with respect to any Demand Registration, the Investor Shareholder(s) making such demand for registration being referred to as the “Initiating Holders”). Any Demand Registration Request may request that the Company register Registrable Securities on an appropriate form, including a shelf registration statement, and, if the Company is a WKSI, an automatic shelf registration statement.

(ii) The Company shall give written notice (the “Demand Exercise Notice”) of such Demand Registration Request (A) to each of Cannae and the THL Party no later than five (5) Business Days after receipt of a Demand Registration Request and (B) to all other Holders of record of Registrable Securities no later than five (5) Business Days after the filing of a registration statement pursuant to the Demand Registration Request (or, in the case of a request for the filing of an automatic shelf registration statement, five (5) Business Days after receipt of the Demand Registration Request).

(b) The Company, subject to Sections 2.3 and 2.6, shall include in a Demand Registration (x) the Registrable Securities of the Initiating Holders and (y) the Registrable Securities of any other Holder of Registrable Securities which shall have made a written request to the Company for inclusion in such registration pursuant to Section 2.2 (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Participating Holder on the same terms and pursuant to the same intended method or methods of disposition as are set forth in the Demand Registration Request of the Initiating Holder) within ten (10) days after the receipt of the Demand Exercise Notice.

(c) The Company shall, subject to Section 2.1(b), use its reasonable best efforts to (x) as soon as reasonably practicable, but in no event later than sixty (60) days following receipt of a Demand Registration Request, file with the SEC the form and other necessary documents, and, as soon as reasonably practicable after such filing, use its best efforts to cause to be declared effective such registration under the Securities Act (including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested and if the Company is then eligible to use such a registration) of the Registrable Securities which the Company has been so requested to register, for distribution in accordance with such intended method of distribution, including a distribution to, and resale by, the members or partners of a Holder (a “Partner Distribution”) and (y) if requested by the Initiating Holders, request acceleration of the effective date of the registration statement relating to such registration.

(d) Notwithstanding anything contained herein to the contrary, the Company shall, at the request of any Holder seeking to effect or considering a Partner Distribution, file any Offering Document and otherwise take any action, deemed necessary or advisable by such Holder to effect such Partner Distribution.

(e) Any Initiating Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration may withdraw all or a portion of its Registrable Securities from such Demand Registration at any time prior to the effectiveness of the Demand

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Registration. Upon receipt of a notice to such effect (A) from the Initiating Holder and all other Holders with respect to all of the Registrable Securities included by such Holders in such Demand Registration; or (B) from one or more Holders with respect to Registrable Securities held by them that would cause the anticipated aggregate offering price (after having subtracted all underwriting discounts and commissions) to fall to $50,000,000 or below, the Company shall cease all effort to secure effectiveness of the applicable Demand Registration.

(f) Notwithstanding anything to the contrary in Section 2.1(a), the Demand Registration rights granted in Section 2.1(a) are subject to the following limitations: (i) (x) the Company shall not be required to effect more than one (1) Demand Registration delivered by Cannae pursuant to Section 2.1(a)(i) in any nine month period (it being understood that a registration pursuant to a Piggyback Request by Cannae shall not constitute a Demand Registration for the purposes of this Section 2.1(f)(i)) and (y) the Company shall not be required to effect more than one (1) Demand Registration delivered pursuant to Section 2.1(a)(i) in any nine month period from the THL Party (it being understood that a registration pursuant to a Piggyback Request by the THL Party shall not constitute a Demand Registration for the purposes of this Section 2.1(f)(i)); (ii) each registration in respect of a Demand Registration Request made by any Initiating Holder must include, in the aggregate (based on the Common Stock included in such registration by all Holders participating in such registration), Registrable Securities having an aggregate market value of at least $50 million; and (iii) if the Board, in its good faith judgment, determines that any registration of Registrable Securities should not be made or continued because it would materially interfere with any material financing, acquisition, corporate reorganization, merger, share exchange or other transaction or event involving the Company or any Subsidiary and, in each case, any successor thereto, or because the Company does not yet have appropriate financial statements of acquired or to be acquired entities available for filing (in each case, a “Valid Business Reason”), then (x) the Company may postpone filing a registration statement relating to a Demand Registration Request until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after the date the Board determines a Valid Business Reason exists and (y) in case a registration statement has been filed relating to a Demand Registration Request, if the Valid Business Reason has not resulted from actions taken by the Company, any Subsidiary, and, in each case, any successor thereto, the Company may, to the extent determined in the good faith judgment of the Board to be reasonably necessary to avoid interference with any of the transactions described above, cause such registration statement to be withdrawn and its effectiveness terminated or may postpone amending or supplementing such registration statement until five (5) Business Days after such Valid Business Reason no longer exists, but in no event for more than 45 days after the date the Board determines a Valid Business Reason exists (such period of postponement or withdrawal under this clause (iv), the “Postponement Period”). The Company shall give written notice of its determination to postpone or withdraw a registration statement and of the fact that the Valid Business Reason for such postponement or withdrawal no longer exists, together with a certificate of such determination signed by the Chief Executive Officer or Chief Financial Officer of the Company, in each case, promptly after the occurrence thereof; provided, however, the Company shall not be permitted to postpone or withdraw a registration statement after the expiration of any Postponement Period until twelve (12) months after the expiration of such Postponement Period.

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If the Company shall give any notice of postponement or withdrawal of any registration statement pursuant to clause ‘(x)’ or ‘(y)’ above, the Company shall not, during the Postponement Period, register any Common Stock, other than pursuant to a Special Registration Statement. Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company that the Company has determined to withdraw, terminate or postpone amending or supplementing any registration statement pursuant to clause ‘(x)’ or ‘(y)’ above, such Holder will discontinue its disposition of Registrable Securities pursuant to such registration statement. If the Company shall have withdrawn or prematurely terminated a registration statement filed under Section 2.1(a)(i) (whether pursuant to clause (iii) above or as a result of any stop order, injunction or other order or requirement of the SEC or any other governmental agency or court), the Company shall not be considered to have effected an effective registration for the purposes of this Agreement until the Company shall have filed a new registration statement covering the Registrable Securities covered by the withdrawn or terminated registration statement and such registration statement shall have been declared effective and shall not have been withdrawn. If the Company shall give any notice of withdrawal or postponement of a registration statement, the Company shall, not later than five (5) Business Days after the Valid Business Reason that caused such withdrawal or postponement no longer exists (but in no event later than 45 days after the date of the postponement or withdrawal), use its reasonable best efforts to effect the registration under the Securities Act of the Registrable Securities covered by the withdrawn or postponed registration statement in accordance with this Section 2.1 (unless the Initiating Holders shall have withdrawn such request, in which case the Company shall not be considered to have effected an effective registration for the purposes of this Agreement), and such registration shall not thereafter be withdrawn or postponed pursuant to clause ‘(x)’ or ‘(y)’ of this Section 2.1(f).

(g) In connection with any Demand Registration, the Majority Participating Holders shall have the right to designate the lead managing underwriter (any lead managing underwriter for the purposes of this Agreement, the “Manager”) in connection with any underwritten offering pursuant to such registration and each other managing underwriter for any such underwritten offering; provided, that (i) in the event that Cannae is the Majority Participating Holder, and a THL Party is a Participating Holder, then such managing underwriter must be reasonably satisfactory to such THL Party, and (ii) in the event that the THL Party is the Majority Participating Holder, and Cannae a Participating Holder, then such managing underwriter must be reasonably satisfactory to Cannae; provided, further, that, in each case, such underwriter is reasonably satisfactory to the Company, which approval shall not be unreasonably withheld or delayed.

(h) The obligation to effect a Demand Registration as described in this Section 2.1 shall be deemed satisfied only when a registration statement covering the applicable Registrable Securities shall have become effective (unless, after effectiveness, the registration statement becomes subject to any stop order, injunction or other order of the SEC or other governmental agency, in which case the obligation shall not be deemed satisfied) and, if the method of disposition is a firm commitment underwritten public offering, all such Registrable Securities have been sold pursuant thereto.

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(i) Notwithstanding anything to the contrary herein, at such time as the Company shall have qualified for the use of Form S-3 promulgated under the Securities Act or any successor form thereto and in the event that the Company files a shelf registration statement under Rule 415 of the Securities Act pursuant to a Demand Registration Request and such shelf registration statement on Form S-3 becomes effective (such registration statement, a “Shelf Registration Statement”), the Initiating Holders with respect to such Demand Registration Request and the Holders of other Registrable Securities registered on such Shelf Registration Statement shall have the right at any time or from time to time to elect to sell pursuant to an underwritten offering Registrable Securities available for sale pursuant to such registration statement (“Shelf Registrable Securities”), so long as the Shelf Registration Statement remains in effect and only if the method of distribution set forth in the shelf registration allows for sales pursuant to an underwritten offering.

(j) The Initiating Holders and such other Holders shall make such election by delivering to the Company a written request (a “Shelf Underwriting Request”) for such underwritten offering to the Company specifying the number of Shelf Registrable Securities that the Holders desire to sell pursuant to such underwritten offering (the “Shelf Underwriting”). As promptly as practicable, but no later than five (5) Business Days after receipt of a Shelf Underwriting Request, the Company shall give written notice (the “Shelf Underwriting Notice”) of such Shelf Underwriting Request to all other Holders of record of Shelf Registrable Securities. The Company, subject to Sections 2.3 and 2.6, shall include in such Shelf Underwriting (x) the Registrable Securities of the Initiating Holders and (y) the Shelf Registrable Securities of any other Holder of Shelf Registrable Securities which shall have made a written request to the Company for inclusion in such Shelf Underwriting (which request shall specify the maximum number of Shelf Registrable Securities intended to be disposed of by such Holder) within seven (7) days after the receipt of the Shelf Underwriting Notice. The Company shall, as expeditiously as possible (and in any event within twenty (20) days after the receipt of a Shelf Underwriting Request), but subject to Section 2.1(b), use its reasonable best efforts to facilitate such Shelf Underwriting. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Investor Shareholder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Investor Shareholder that did not initiate the Block Trade. The Investor Shareholders must elect whether or not to participate in such Block Trade on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided, that in the case of such Block Trade, only Investor Shareholders shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Other Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement or prospectus to be used in connection with such Block Trade. The Company shall, at the request of any Initiating Holder or any other Holder of Registrable Securities registered on such Shelf Registration Statement, file any prospectus supplement or, if the applicable Shelf Registration Statement is an automatic shelf registration statement (as defined in Section 2.4), any post-effective amendments and

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otherwise take any action necessary to include therein all disclosure and language deemed necessary or advisable by the Company to effect such Shelf Underwriting. Once a Shelf Registration Statement has been declared effective, the Investor Shareholders may request, and the Company shall be required to facilitate, an unlimited number of Shelf Underwritings with respect to such Shelf Registration Statement. Notwithstanding anything to the contrary in this Section 2.1(j), each Shelf Underwriting must include, in the aggregate (based on the Common Stock included in such Shelf Underwriting by all Holders participating in such Shelf Underwriting), shares of Common Stock having an aggregate market value of at least $50 million. The Company agrees to use commercially reasonable efforts to keep each Shelf Registration Statement continuously effective until the earliest to occur of (i) the date specified by the Initiating Holder, if any, (ii) the day after the date on which all Registrable Securities covered by such Shelf Registration Statement have been sold pursuant to such Shelf Registration Statement, and (iii) the first date on which there shall cease to be any Registrable Securities covered by such Shelf Registration Statement.

2.2. Piggyback Registrations.

(a) If the Company proposes or is required (pursuant to Section 2.1 or otherwise) to register any of its equity securities for its own account or for the account of any other shareholder under the Securities Act (other than pursuant to a Special Registration Statement), the Company shall give prompt written notice of its intention to do so to each of the Holders of record of Registrable Securities, at least ten (10) Business Days prior to the filing of any registration statement under the Securities Act or earlier as required pursuant to Section 2.1 or otherwise.

(b) Upon the written request of any Holder desiring to have Registrable Securities registered under this Section 2.2 (a “Piggyback Request”), made within ten (10) days following the receipt of written notice from the Company pursuant to Section 2.3(a) (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder and the intended method of distribution thereof), the Company shall, subject to Sections 2.2(e), 2.3 and 2.6 hereof, use its reasonable best efforts to cause all such Registrable Securities, the Holders of which have so requested the registration thereof, to be registered under the Securities Act with the securities which the Company at the time proposes to register to permit the sale or other disposition by the Holders (in accordance with the intended method of distribution thereof) of the Registrable Securities to be so registered, including, if necessary, by filing with the SEC a post-effective amendment or a supplement to the registration statement filed by the Company or the prospectus related thereto (the “Piggyback Registration”).

(c) There is no limitation on the number of Piggyback Requests that may be made by Holders pursuant to the preceding sentence which the Company is obligated to effect. No registration of Registrable Securities effected under this Section 2.2(c) shall relieve the Company of its obligations to effect Demand Registrations under Section 2.1 hereof. Notwithstanding the foregoing, if an Investor Shareholder wishes to engage in a Block Trade off of a Shelf Registration Statement (either through filing an automatic shelf registration statement or through a take-down from an already existing Shelf Registration Statement), then notwithstanding the foregoing time periods, the Holder only needs to notify the Company of the Block Trade on the day such offering is to commence and the Company shall notify the other Investor Shareholders,

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and the other Investor Shareholders must elect whether or not to participate on the day such offering is to commence, and the Company shall as expeditiously as possible use its reasonable best efforts (including co-operating with such Investor Shareholders with respect to the provision of necessary information) to facilitate such shelf offering (which may close as early as three (3) Business Days after the date it commences), provided that in the case of such Block Trade, only Investor Shareholder shall have a right to notice and to participate, and provided, further, that the Investor Shareholder requesting such Block Trade shall use commercially reasonable efforts to work with the Company and the underwriters prior to making such request in order to facilitate preparation of Offering Documents related to the Block Trade. For the avoidance of doubt, the Other Stockholders shall not be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade.

(d) The Company, subject to Sections 2.3 and 2.6, may elect to include in any registration statement and offering pursuant to demand registration rights by any Person, (i) authorized but unissued shares of Common Stock and (ii) any other shares of Common Stock which are requested to be included in such registration pursuant to the exercise of piggyback registration rights granted by the Company after the date hereof and which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement (“Additional Piggyback Rights”); provided, however, that, with respect to any underwritten offering, such inclusion shall be permitted only to the extent that it is pursuant to, and subject to, the terms of the underwriting agreement or arrangements, if any, entered into by the Majority Participating Holders in such underwritten offering; provided further that no party holding Additional Piggyback Rights shall be entitled to receive notice of, or to elect to participate in, a Block Trade or any Shelf Registration Statement and prospectus to be used in connection with such Block Trade.

(e) If, at any time after giving written notice of its intention to register any equity securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of such equity securities, the Company may, at its election, give written notice of such determination to all Holders of record of Registrable Securities and (i) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such abandoned registration, without prejudice, however, to the rights of Holders under Section 2.1, and (ii) in the case of a determination to delay such registration of its equity securities, shall be permitted to delay the registration of such Registrable Securities for the same period as the delay in registering such other equity securities.

(f) Any Holder shall have the right to withdraw its request for inclusion of its Registrable Securities in any registration statement pursuant to this Section 2.2 by giving written notice to the Company of its request to withdraw; provided, however, that such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration.

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(g) The Company shall use commercially reasonable efforts to maintain the effectiveness of the registration statement relating to any Piggyback Registration for a period of at least 180 days after the effective date thereof or such shorter period in which all Registrable Securities included in such registration statement have actually been sold.

2.3. Allocation of Securities Included in Registration Statement.

(a) If any requested registration made pursuant to Section 2.1 (including a Shelf Underwriting) involves an underwritten offering and the Manager of such offering shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company, any Subsidiary, and, in each case, any successor thereto, or any other Persons exercising Additional Piggyback Rights exceeds the highest number (the “Section 2.3(a) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Majority Participating Holders, the Company shall use its reasonable best efforts to include in such underwritten offering:

(i) first, all Registrable Securities requested to be included in such underwritten offering by the Holders thereof (including pursuant to the exercise of piggyback rights pursuant to Section 2.2); provided, however, that if the number of such Registrable Securities exceeds the Section 2.3(a) Sale Number, the number of such Registrable Securities (not to exceed the Section 2.3(a) Sale Number) to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion;

(ii) second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, any securities that the Company proposes to register; provided that the number of such securities when aggregated with that number of Registrable Securities to be included pursuant to clause (i), totals no more than the Section 2.3(a) Sale Number; and

(iii) third, to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(a) is less than the Section 2.3(a) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights (“Piggyback Shares”), based on the number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion; provided that the number of such securities when aggregated with that number of Registrable Securities to be included pursuant to clauses (i) and (ii) totals no more than the Section 2.3(a) Sale Number.

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Notwithstanding anything in this Section 2.3(a) to the contrary, no Other Stockholder will be entitled to include Registrable Securities in an underwritten offering requested by the Initiating Holders pursuant to Section 2.1 to the extent that the Manager of such underwritten offering shall determine in good faith that the participation of such Other Stockholder would adversely affect in any material respect the marketability of the securities being sold by the Initiating Holders in such underwritten offering.

(b) If any registration or offering made pursuant to Section 2.2 involves an underwritten primary offering on behalf of the Company after the date hereof and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering by the Holders of Registrable Securities, the Company or any other Persons exercising Additional Piggyback Rights exceeds the highest number (the “Section 2.3(b) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:

(i) first, all equity securities that the Company proposes to register for its own account;

(ii) second, to the extent that the number of Registrable Securities to be included pursuant to clause (1) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback rights pursuant to Section 2.2, based on the number of Registrable Securities then owned by each such Holder requesting inclusion in relation to the aggregate number of Registrable Securities owned by all Holders requesting inclusion; provided that the number of such remaining Registrable Securities when aggregated with that number of equity securities to be included pursuant to clause (i), totals no more than the Section 2.3(b) Sale Number; and

(iii) third, to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(b) is less than the Section 2.3(b) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion; provided that the number of such securities when aggregated with that number of Registrable Securities to be included pursuant to clauses (i) and (ii) totals no more than the Section 2.3(b) Sale Number.

Notwithstanding anything in this Section 2.3(b) to the contrary, no Other Stockholder will be entitled to include Registrable Securities in an underwritten offering pursuant to Section 2.2 to the extent that the Manager of such underwritten offering shall determine in good faith that the participation of such Other Stockholder would adversely affect in any material respect the marketability of the securities being sold by the Company or the other Holders in such underwritten offering.

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(c) If any registration pursuant to Section 2.2 involves an underwritten offering that was initially requested by any Person(s) other than a Holder to whom the Company has granted registration rights which are not inconsistent with the rights granted in, or otherwise conflict with the terms of, this Agreement and the Manager shall advise the Company that, in its view, the number of securities requested to be included in such underwritten offering exceeds the number (the “Section 2.3(c) Sale Number”) that can be sold in an orderly manner in such underwritten offering within a price range acceptable to the Company, the Company shall include in such underwritten offering:

(i) first, the shares requested to be included in such underwritten offering shall be allocated on a pro rata basis among such Person(s) requesting the registration and all Holders requesting that Registrable Securities be included in such underwritten offering pursuant to the exercise of piggyback rights pursuant to Section 2.2, based on the aggregate number of securities or Registrable Securities, as applicable, then owned by each of the foregoing requesting inclusion in relation to the aggregate number of securities or Registrable Securities, as applicable, owned by all such Holders and Persons requesting inclusion, up to the Section 2.3(c) Sale Number;

(ii) second, to the extent that the number of Registrable Securities to be included pursuant to clause (i) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated on a pro rata basis among all Persons requesting that securities be included in such underwritten offering pursuant to the exercise of Additional Piggyback Rights, based on the number of Piggyback Shares then owned by each Person requesting inclusion in relation to the aggregate number of Piggyback Shares owned by all Persons requesting inclusion; provided that the number of such remaining Registrable Securities when aggregated with that number of shares requested to be included pursuant to clause (i), totals no more than the Section 2.3(c) Sale Number; and

(iii) third, to the extent that the number of Registrable Securities to be included pursuant to clauses (i) and (ii) of this Section 2.3(c) is less than the Section 2.3(c) Sale Number, the remaining Registrable Securities to be included in such underwritten offering shall be allocated to shares the Company proposes to register for its own account; provided that the number of such securities when aggregated with that number of Registrable Securities to be included pursuant to clauses (i) and (ii) totals no more than the Section 2.3(c) Sale Number.

Notwithstanding anything in this Section 2.3(c) to the contrary, no Other Stockholder will be entitled to include Registrable Securities in an underwritten offering pursuant to Section 2.2 to the extent that the Manager of such underwritten offering shall determine in good faith that the participation of such Other Stockholder would adversely affect in any material respect the marketability of the securities being sold by the Person(s) requesting the registration or the other Holders in such underwritten offering.

(d) If, as a result of the proration provisions set forth in clauses (a), (b) or (c) of this Section 2.3, any Holder shall not be entitled to include all Registrable Securities in an underwritten offering that such Holder has requested be included, such Holder may elect to withdraw such Holder’s request to include Registrable Securities in the registration to which such underwritten offering relates or may reduce the number requested to be included; provided,

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however, that (x) such request must be made in writing prior to the earlier of the execution of the underwriting agreement or the execution of the custody agreement with respect to such registration and (y) such withdrawal or reduction shall be irrevocable and, after making such withdrawal or reduction, such Holder shall no longer have any right to include Registrable Securities in the registration as to which such withdrawal or reduction was made to the extent of the Registrable Securities so withdrawn or reduced; provided, further, that in the event that a withdrawal or reduction pursuant to this Section 2.3(d) reduces the number of Registrable Securities to be included in an offering to fewer than the Section 2.3(a) Sale Number, the Section 2.3(b) Sale Number or the Section 2.3(c) Sale Number, as applicable, then the priority according to which any additional Registrable Securities shall be included therein shall be as set forth in Section 2.3(a), Section 2.3(b) or Section 2.3(c), as applicable.

2.4. Registration Procedures. If and whenever the Company is required by the provisions of this Agreement to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Agreement (or use best efforts or reasonable best efforts to accomplish the same), the Company shall, as expeditiously as possible:

(a) prepare and file with the SEC a registration statement on an appropriate registration form of the SEC for the disposition of such Registrable Securities in accordance with the intended method of disposition thereof (including, without limitation, a Partner Distribution), which registration form (i) shall be selected by the Company and (ii) shall, in the case of a shelf registration, be available for the sale of the Registrable Securities by the selling Holders thereof and such registration statement shall comply as to form in all material respects with the requirements of the applicable registration form and include all financial statements required by the SEC to be filed therewith, and the Company shall use its reasonable best efforts to cause such registration statement to become effective and remain continuously effective for such period as any Participating Holder pursuant to such registration statement shall request, and no less than 180 days, provided, however, that as far in advance as reasonably practicable before filing an Offering Document, or before sending a response to an SEC comment letter prior to any such filing, the Company will furnish to one counsel for the Holders participating in the planned offering (selected by the Majority Participating Holders) and to one counsel for the Manager, if any, copies of reasonably complete drafts of all such documents proposed to be filed (including all exhibits thereto and each document incorporated by reference therein to the extent then required by the rules and regulations of the SEC), which documents will be subject to the reasonable review and reasonable comment of such counsel (including any objections to any information pertaining to any Participating Holder and its plan of distribution and otherwise to the extent necessary, if at all, to complete the filing or maintain the effectiveness thereof), and the Company shall make the changes reasonably requested by such counsel and shall not file any Offering Document to which the Majority Participating Holders or the underwriters, if any, shall reasonably object, provided that, notwithstanding the foregoing, in no event shall the Company be required to file any document with the SEC which in the view of the Company or its counsel does not comply with the requirements of the Securities Act or of the rules of regulations thereunder or contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading;

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(b) (i) prepare and file with the SEC such amendments, post-effective amendments and supplements (including, without limitation, any reports required to be filed pursuant to the Exchange Act) to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement continuously effective for such period as any Participating Holder pursuant to such registration statement shall request and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all Registrable Securities covered by such registration statement in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, however, that the Company may discontinue any registration of its securities that cease to be Registrable Securities; and (ii) provide notice to such sellers of Registrable Securities and the Manager, if any, of the Company’s reasonable determination that a post-effective amendment to a registration statement would be appropriate;

(c) furnish, without charge, to each Participating Holder and each underwriter, if any, of the securities covered by such registration statement such number of copies of such registration statement, each amendment and supplement thereto (in each case including all exhibits), the prospectus included in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, each free writing prospectus utilized in connection therewith, in each case, in all material respects in conformity with the requirements of the Securities Act or of the rules or regulations thereunder, and other documents, as such seller and underwriter may reasonably request in order to facilitate the public sale or other disposition of the Registrable Securities owned by such seller (the Company hereby consenting to the use in accordance with all applicable laws of each such Offering Document by each such Participating Holder and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such registration statement or prospectus);

(d) use its reasonable best efforts to register or qualify the Registrable Securities covered by such registration statement under such other securities or state “blue sky” laws of such jurisdictions as any sellers of Registrable Securities or any managing underwriter, if any, shall reasonably request in writing, and do any and all other acts and things which may be reasonably necessary or advisable to enable such sellers or underwriter, if any, to consummate the disposition of the Registrable Securities in such jurisdictions (including keeping such registration or qualification in effect for so long as such registration statement remains in effect), except that in no event shall the Company be required to qualify to do business as a foreign corporation in any jurisdiction where it would not, but for the requirements of this paragraph (d), be required to be so qualified, to subject itself to taxation in any such jurisdiction or to consent to general service of process in any such jurisdiction;

(e) promptly notify each Participating Holder and each managing underwriter, if any and, if requested by any such Person, confirm such notice in writing: (i) when the registration statement or any other Offering Document has been filed with the SEC and, with respect to the Offering Document, when the same has become effective; (ii) of any comment letter or request by the SEC or state securities authority for amendments or supplements to the registration statement or the prospectus related thereto or for additional information; (iii) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or the initiation of any proceedings for that purpose; (iv) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale under the securities or state “blue sky” laws of any jurisdiction or the initiation of any

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proceeding for such purpose; (v) of the existence of any fact of which the Company becomes aware which results in the Offering Document or the information conveyed to any purchaser at the time of sale to such purchaser containing an untrue statement of a material fact or omitting to state a material fact required to be stated therein or necessary to make any statement therein not misleading; and (vi) if at any time the representations and warranties contemplated by any underwriting agreement, securities sale agreement, or other similar agreement, relating to the offering shall cease to be true and correct in all material respects; and, if the notification relates to an event described in clause (v), unless the Company has declared that a Postponement Period exists, the Company shall promptly prepare and furnish to each such seller and each underwriter, if any, a reasonable number of copies of a prospectus supplemented or amended so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein in the light of the circumstances under which they were made not misleading;

(f) comply (and continue to comply) with all applicable rules and regulations of the SEC (including, without limitation, maintaining disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) in accordance with the Exchange Act), and make generally available to its security holders, as soon as reasonably practicable after the effective date of the registration statement (and in any event within forty-five (45) days, or ninety (90) days if it is a fiscal year, after the end of such twelve month period described hereafter), an earnings statement (which need not be audited) covering the period of at least twelve (12) consecutive months beginning with the first day of the Company’s first calendar quarter after the effective date of the registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;

(g) (i) (A) cause all such Registrable Securities covered by such registration statement to be listed on the principal securities exchange on which similar securities issued by the Company are then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (B) if no similar securities are then so listed, to cause all such Registrable Securities to be listed on a national securities exchange and, without limiting the generality of the foregoing, take all actions that may be required by the Company as the issuer of such Registrable Securities in order to facilitate the managing underwriter’s arranging for the registration of at least two market makers as such with respect to such shares with FINRA, and (ii) comply (and continue to comply) with the requirements of any self-regulatory organization applicable to the Company, including without limitation all corporate governance requirements;

(h) (i) provide and cause to be maintained a transfer agent and registrar for all such Registrable Securities covered by such registration statement not later than the effective date of such registration statement; (ii) instruct such transfer agent (A) to release, on such effective date, any stop transfer order with respect to the certificates with respect to the Registrable Securities being sold, and (B) to furnish certificates without restrictive legends representing ownership of the shares being sold, in such denominations requested by the sellers of the Registrable Securities or any managing underwriter; and (iii) in the case of any secondary equity offering, provide and enter into any reasonable agreements with a custodian for the Registrable Securities;

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(i) enter into such customary agreements (including, if applicable, an underwriting agreement) and take such other actions as the Majority Participating Holders or the underwriters shall reasonably request in order to expedite or facilitate the disposition of such Registrable Securities (it being understood that the Holders of the Registrable Securities which are to be distributed by any underwriters shall be parties to any such underwriting agreement and may, at their option, require that the Company make to and for the benefit of such Holders the representations, warranties and covenants of the Company which are being made to and for the benefit of such underwriters);

(j) use its reasonable best efforts (i) to obtain an opinion from the Company’s counsel and a “cold comfort” letter and updates thereof from the independent public accountants who have certified the Company’s financial statements (and/or any other financial statements) included or incorporated by reference in such registration statement, in each case, in customary form and covering such matters as are customarily covered by such opinions and “cold comfort” letters (including, in the case of such “cold comfort” letter, events subsequent to the date of such financial statements) delivered to underwriters in underwritten public offerings, which opinion and letter shall be dated the dates such opinions and “cold comfort” letters are customarily dated and otherwise reasonably satisfactory to the underwriters, if any, and to the Majority Participating Holders, and (ii) furnish to each Participating Holder upon its request and to each underwriter, if any, a copy of such opinion and letter addressed to such underwriter;

(k) deliver promptly to counsel for each Participating Holder and to each managing underwriter, if any, copies of all correspondence between the SEC and the Company, its counsel or auditors and all memoranda relating to discussions with the SEC or its staff with respect to the registration statement, and, upon receipt of such confidentiality agreements as the Company may reasonably request, make reasonably available for inspection by counsel for each Participating Holder, by counsel for any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any Participating Holder or any such underwriter, (collectively, the “Inspectors”), all pertinent financial and other records, pertinent corporate documents and properties of the Company (the “Records”), as shall be reasonably necessary to enable them to exercise their due diligence responsibility, and to use reasonable best efforts to cause applicable personnel and representatives of the Company to meet with the Inspectors (if so requested) and to supply the information reasonably requested by any such Inspector in connection with such registration statement;

(l) use its reasonable best efforts to prevent the issuance or obtain the withdrawal of any order suspending the effectiveness of the registration statement, or the lifting of any suspension of the qualification of any of the Registrable Securities for sale in any jurisdiction, in each case, as promptly as reasonably practicable;

(m) provide a CUSIP number for all Registrable Securities, not later than the effective date of the registration statement;

(n) use its reasonable best efforts to make available its employees and personnel for participation in “road shows” and other marketing efforts and otherwise provide reasonable assistance to the underwriters (taking into account the needs of the businesses of the Company, any Subsidiary, and, in each case, any successor thereto, and the requirements of the marketing process) in the marketing of Registrable Securities in any underwritten offering;

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(o) promptly prior to the filing of any document which is to be incorporated by reference into the registration statement or the prospectus (after the initial filing of such registration statement), and prior to the filing or use of any free writing prospectus, provide copies of such document to counsel for each Participating Holder and to each managing underwriter, if any, and make the representatives of the Company, any Subsidiary, and, in each case, any successor thereto, reasonably available for discussion of such document and make such changes in such document concerning the Participating Holders prior to the filing thereof as counsel for such Participating Holders or underwriters may reasonably request (provided that, notwithstanding the foregoing, in no event shall the Company be required to file any document with the SEC which in the view of the Company or its counsel contains an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make any statement therein not misleading);

(p) furnish to counsel for each Participating Holder upon its request and to each managing underwriter, without charge, upon request, at least one conformed copy of the registration statement and any post-effective amendments or supplements thereto, including financial statements and schedules, all documents incorporated therein by reference, the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus), any other prospectus filed under Rule 424 under the Securities Act and all exhibits (including those incorporated by reference) and any free writing prospectus utilized in connection therewith;

(q) cooperate with the Participating Holders and the managing underwriter, if any, to facilitate the timely preparation and delivery of certificates not bearing any restrictive legends representing the Registrable Securities to be sold, and cause such Registrable Securities to be issued in such denominations and registered in such names in accordance with the underwriting agreement at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters or, if not an underwritten offering, in accordance with the instructions of the Participating Holders at least two (2) Business Days prior to any sale of Registrable Securities and instruct any transfer agent and registrar of Registrable Securities to release any stop transfer orders in respect thereof (and, in the case of Registrable Securities registered on a Shelf Registration Statement, at the request of any Holder, prepare and deliver certificates representing such Registrable Securities not bearing any restrictive legends and deliver or cause to be delivered an opinion or instructions to the transfer agent in order to allow such Registrable Securities to be sold from time to time);

(r) take no direct or indirect action prohibited by Regulation M under the Exchange Act; provided, however, that to the extent that any prohibition is applicable to the Company, the Company will use its reasonable best efforts to make any such prohibition inapplicable;

(s) use its reasonable best efforts to cause the Registrable Securities covered by the applicable registration statement to be registered with or approved by such other governmental agencies, authorities or self-regulatory bodies (including any filings as may be required to be made with FINRA) as may be necessary by virtue of the business and operations of the Company, any Subsidiary, and, in each case, any successor thereto, to enable the Participating Holders or the underwriters, if any, to consummate the disposition of such Registrable Securities, in accordance with the intended method or methods of disposition thereof;

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(t) take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities;

(u) take all reasonable action to ensure that any free writing prospectus utilized in connection with any registration covered by Section 2.1 or 2.2 complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related prospectus, prospectus supplement and related documents, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(v) in connection with any underwritten offering, if at any time the information conveyed to a purchaser at the time of sale includes any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, promptly file with the SEC such amendments or supplements to such information as may be necessary so that the statements as so amended or supplemented will not, in light of the circumstances, be misleading.

To the extent the Company is a well-known seasoned issuer (as defined in Rule 405 under the Securities Act) (a “WKSI”) at the time any Demand Registration Request is submitted to the Company, and such Demand Registration Request requests that the Company file an automatic shelf registration statement (as defined in Rule 405 under the Securities Act) (an “automatic shelf registration statement”) on Form S-3, the Company shall file an automatic shelf registration statement which covers those Registrable Securities which are requested to be registered. The Company shall use its commercially reasonable best efforts to remain a WKSI (and not become an ineligible issuer (as defined in Rule 405 under the Securities Act)) during the period during which such automatic shelf registration statement is required to remain effective.

If the Company does not pay the filing fee covering the Registrable Securities at the time the automatic shelf registration statement is filed, the Company agrees to pay such fee at such time or times as the Registrable Securities are to be sold. If the automatic shelf registration statement has been outstanding for at least three (3) years, at the end of the third year the Company shall refile a new automatic shelf registration statement covering the Registrable Securities. If at any time when the Company is required to re-evaluate its WKSI status the Company determines that it is not a WKSI, the Company shall use its commercially reasonable best efforts to refile the shelf registration statement on Form S-3 and, if such form is not available, Form S-1 and keep such registration statement effective during the period during which such registration statement is required to be kept effective.

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If the Company files any shelf registration statement for the benefit of the holders of any of its securities other than the Holders, and the Holders do not request that their Registrable Securities be included in such Shelf Registration Statement, the Company agrees that it shall include in such registration statement such disclosures as may be required by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such shelf registration statement at a later time through the filing of a prospectus supplement rather than a post-effective amendment.

The Company may require as a condition precedent to the Company’s obligations under this Section 2.4 that each Participating Holder as to which any registration is being effected furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request provided that such information is necessary for the Company to consummate such registration and shall be used only in connection with such registration or as shall be required by law in connection with the action taken by the Company.

Each Holder of Registrable Securities agrees that upon receipt of any notice from the Company of the happening of any event of the kind described in clause (v) of paragraph (e) of this Section 2.4, such Holder will discontinue such Holder’s disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4 and, if so directed by the Company, will deliver to the Company (at the Company’s expense) all copies, other than permanent file copies, then in such Holder’s possession of the prospectus covering such Registrable Securities that was in effect at the time of receipt of such notice. In the event the Company shall give any such notice, the applicable period mentioned in paragraph (b) of this Section 2.4 shall be extended by the number of days during such period from and including the date of the giving of such notice to and including the date when each Participating Holder covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by paragraph (e) of this Section 2.4.

If any such registration statement or comparable statement under state “blue sky” laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (i) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (ii) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company, as advised by counsel, required by the Securities Act or any similar federal statute or any state “blue sky” or securities law then in force, the deletion of the reference to such Holder.

2.5. Registration Expenses.

(a) The Company shall pay all Expenses with respect to any registration or offering of Registrable Securities pursuant to Section 2, whether or not a registration statement becomes effective or the offering is consummated.

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(b) Notwithstanding the foregoing, (x) the provisions of this Section 2.5 shall be deemed amended to the extent necessary to cause these expense provisions to comply with state “blue sky” laws of each state in which the offering is made and (y) in connection with any underwritten offering hereunder, each Participating Holder shall pay all underwriting discounts and commissions and any transfer taxes, if any, attributable to the sale of such Registrable Securities, pro rata with respect to payments of discounts and commissions in accordance with the number of shares sold in the offering by such Holder.

2.6. Certain Limitations on Registration Rights. In the case of any registration under Section 2.1 involving an underwritten offering, or, in the case of a registration under Section 2.2, if the Company has determined to enter into an underwriting agreement in connection therewith, all securities to be included in such underwritten offering shall be subject to such underwriting agreement and no Person may participate in such underwritten offering unless such Person (i) agrees to sell such Person’s securities on the basis provided therein and completes and executes all reasonable questionnaires, and other customary documents (including custody agreements and powers of attorney) which must be executed in connection therewith; provided, however, that all such documents shall be consistent with the provisions hereof and (ii) provides such other information to the Company or the underwriter as may be necessary to register such Person’s securities.

2.7. Limitations on Sale or Distribution of Other Securities.

(a) Each Holder agrees, (i) to the extent requested in writing by a managing underwriter, if any, of any underwritten public offering pursuant to a registration or offering effected pursuant to Section 2.1 not to sell, transfer or otherwise dispose of, including any sale pursuant to Rule 144 under the Securities Act, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, not to exceed ninety (90) days or such shorter period as the managing underwriter shall agree to (other than in the case of the IPO, which time period shall be 180 days), provided, that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(i), all other Holders shall be released from their obligations under this Section 2.7(a)(i), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree); and (ii) to the extent requested in writing by a managing underwriter of any underwritten public offering effected by the Company for its own account (including without limitation any offering in which one or more Holders is selling Common Stock pursuant to the exercise of piggyback rights under Section 2.2 hereof), it will not sell any Common Stock (other than as part of such underwritten public offering) during the time period reasonably requested by the managing underwriter, which period shall not exceed ninety (90) days or such shorter period as the managing underwriter shall agree

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to (other than in the case of the IPO, which time period shall be 180 days), provided that (x) such shorter period shall apply to all Holders who are subject to such period and (y) if a managing underwriter of an offering releases any Holder of its obligations under this Section 2.7(a)(ii), all other Holders shall be released from their obligations under this Section 2.7(a)(ii), on a pro rata basis, in accordance with the number of Registrable Securities held by them at such time (and the Company hereby also so agrees (except that the Company may effect any sale or distribution of any such securities pursuant to a Special Registration Statement which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), to use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering so to agree).

(b) The Company hereby agrees that, in connection with an offering pursuant to Section 2.1 or 2.2, the Company shall not sell, transfer, or otherwise dispose of, any Common Stock, or any other equity security of the Company or any security convertible into or exchangeable or exercisable for any equity security of the Company (other than as part of such Public Offering, or other than pursuant to a Special Registration Statement which is (x) then in effect or (y) shall become effective upon the conversion, exchange or exercise of any then outstanding Common Stock Equivalent), until a period of ninety (90) days (or such shorter period to which the Majority Participating Holders shall agree) shall have elapsed from the pricing date of such offering; and the Company shall (i) so provide in any registration rights agreements hereafter entered into with respect to any of its securities and (ii) use its reasonable best efforts to cause each holder of any equity security or any security convertible into or exchangeable or exercisable for any equity security of the Company purchased from the Company at any time other than in a public offering to so agree.

2.8. No Required Sale. Nothing in this Agreement shall be deemed to create an independent obligation on the part of any Holder to sell any Registrable Securities pursuant to any effective registration statement.

2.9. Indemnification.

(a) In the event of any registration or offer and sale of any securities of the Company under the Securities Act pursuant to this Section 2, the Company will, and hereby agrees to, and hereby does, indemnify and hold harmless, to the fullest extent permitted by law, each Participating Holder, its directors, officers, fiduciaries, employees, stockholders, members or general and limited partners (and the directors, officers, fiduciaries, employees, stockholders, members or general and limited partners thereof), each other Person who participates as a seller (and its directors, officers, fiduciaries, employees, stockholders, members or general and limited partners), underwriter or Qualified Independent Underwriter, if any, in the offering or sale of such securities, each officer, director, employee, stockholder, fiduciary, managing director, agent, affiliate, consultant, representative, successor, assign or partner of such underwriter or Qualified Independent Underwriter, and each other Person, if any, who controls such seller or any such underwriter or Qualified Independent Underwriter within the meaning of the Securities Act, from and against any and all losses, claims, damages or liabilities, joint or several, actions or proceedings (whether commenced or threatened) and expenses (including reasonable fees of

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counsel and any amounts paid in any settlement effected with the Company’s consent, which consent shall not be unreasonably withheld or delayed) to which each such indemnified party may become subject under the Securities Act or otherwise in respect thereof (collectively, “Claims”), insofar as such Claims arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such securities were registered under the Securities Act or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, (ii) any untrue statement or alleged untrue statement of a material fact contained in any Offering Document, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (iii) any untrue statement or alleged untrue statement of a material fact in the information conveyed by the Company to any purchaser at the time of the sale to such purchaser, or the omission or alleged omission to state therein a material fact required to be stated therein, or (iv) any violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such registration, and the Company will reimburse any such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, however, that the Company shall not be liable to any such indemnified party in any such case to the extent such Claim arises out of or is based upon any untrue statement or alleged untrue statement of a material fact or omission or alleged omission of a material fact made in such Offering Document in reliance upon written information furnished to the Company by or on behalf of such indemnified party for use therein. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such seller.

(b) Each Participating Holder (and, if the Company requires as a condition to including any Registrable Securities in any registration statement filed in accordance with Section 2.1 or 2.2, any underwriter and Qualified Independent Underwriter, if any) shall, severally and not jointly, indemnify and hold harmless (in the same manner and to the same extent as set forth in paragraph (a) of this Section 2.9) to the extent permitted by law the Company, its Subsidiaries (and, in each case, any successor thereto) officers and directors, each Person controlling the Company within the meaning of the Securities Act and all other prospective sellers and their directors, officers, stockholders, fiduciaries, managing directors, agents, affiliates, consultants, representatives, successors, assigns or general and limited partners and respective controlling Persons with respect to any untrue statement or alleged untrue statement of any material fact in, or omission or alleged omission of any material fact from, such Offering Document, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in strict conformity with written information furnished to the Company or its representatives by or on behalf of such Participating Holder or underwriter or Qualified Independent Underwriter, if any, specifically for use therein, and each such Participating Holder, underwriter or Qualified Independent Underwriter, if any, shall reimburse such indemnified party for any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim as such expenses are incurred; provided, however, that the aggregate amount which any such Participating Holder shall be required to pay pursuant to this Section 2.9 (including pursuant to indemnity,

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contribution or otherwise) shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of the Registrable Securities pursuant to the registration statement giving rise to such Claim; provided further that such Participating Holder shall not be liable in any such case to the extent that prior to the filing of any such Offering Document which corrected or made not misleading information previously furnished to the Company. The Company and each Participating Holder hereby acknowledge and agree that, unless otherwise expressly agreed to in writing by such Participating Holders to the contrary, for all purposes of this Agreement, the only information furnished or to be furnished to the Company for use in any such Offering Document are statements specifically relating to (i) the Beneficial Ownership of shares of Common Stock by such Participating Holder and its Affiliates as disclosed in the section of such document entitled “Selling Stockholders” or “Principal and Selling Stockholders” or other documents thereof and (ii) the name and address of such Participating Holder. If any additional information about such Holder or the plan of distribution (other than for an underwritten offering) is required by law to be disclosed in any such document, then such Holder shall not unreasonably withhold its agreement referred to in the immediately preceding sentence. Such indemnity and reimbursement of expenses shall remain in full force and effect regardless of any investigation made by or on behalf of such indemnified party and shall survive the transfer of such securities by such Holder.

(c) Indemnification similar to that specified in the preceding paragraphs (a) and (b) of this Section 2.9 (with appropriate modifications) shall be given by the Company and each Participating Holder with respect to any required registration or other qualification of securities under any applicable securities and state “blue sky” laws.

(d) Any Person entitled to indemnification under this Agreement shall notify promptly the indemnifying party in writing of the commencement of any action or proceeding with respect to which a claim for indemnification may be made pursuant to this Section 2.9, but the failure of any indemnified party to provide such notice shall not relieve the indemnifying party of its obligations under the preceding paragraphs of this Section 2.9, except to the extent the indemnifying party is materially and actually prejudiced thereby and shall not relieve the indemnifying party from any liability which it may have to any indemnified party otherwise than under this Section 2. In case any action or proceeding is brought against an indemnified party and such indemnified party shall have notified the indemnifying party of the commencement thereof (as required above), the indemnifying party shall be entitled to participate therein and, unless in the reasonable opinion of outside counsel to the indemnified party a conflict of interest between such indemnified and indemnifying parties may exist in respect of such Claim, to assume the defense thereof jointly with any other indemnifying party similarly notified, to the extent that it chooses, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party that it so chooses, the indemnifying party shall not be liable to such indemnified party for any legal or other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; or (ii) if such indemnified party who is a defendant in any action or proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal or equitable defenses available to such indemnified party

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which are not available to the indemnifying party or which may conflict with those available to another indemnified party with respect to such Claim; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in any such case, the indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties in each jurisdiction, except to the extent any indemnified party or parties reasonably shall have made a conclusion described in clause (ii) or (iii) above) and the indemnifying party shall be liable for any expenses therefor. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement or compromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of which indemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action or claim) unless such settlement, compromise or judgment (A) includes an unconditional release of the indemnified party from all liability arising out of such action or claim and (B) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any indemnified party.

(e) If for any reason the foregoing indemnity is unavailable, unenforceable or is insufficient to hold harmless an indemnified party under Sections 2.9(a), (b) or (c), then each applicable indemnifying party shall contribute to the amount paid or payable to such indemnified party as a result of any Claim in such proportion as is appropriate to reflect the relative fault of the indemnifying party, on the one hand, and the indemnified party, on the other hand, with respect to such Claim. The relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such untrue statement or omission. If, however, the allocation provided in the second preceding sentence is not permitted by applicable law, then each indemnifying party shall contribute to the amount paid or payable by such indemnified party in such proportion as is appropriate to reflect not only such relative faults but also the relative benefits of the indemnifying party and the indemnified party as well as any other relevant equitable considerations. The parties hereto agree that it would not be just and equitable if any contribution pursuant to this Section 2.9(e) were to be determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in the preceding sentences of this Section 2.9(e). The amount paid or payable in respect of any Claim shall be deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such Claim. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Notwithstanding anything in this Section 2.9(e) to the contrary, no indemnifying party (other than the Company, any Subsidiary, and, in each case, any successor thereto) shall be required pursuant to this Section 2.9(e) to contribute any amount greater than the amount of the net proceeds received by such indemnifying party from the sale of Registrable Securities pursuant to the registration statement giving rise to such Claim, less the amount of any indemnification payment made by such indemnifying party pursuant to Sections 2.9(b) and (c). In addition, no Holder of Registrable Securities or any Affiliate thereof shall be required to pay any amount under this Section 2.9(e) unless such Person or entity would have been required to pay an amount pursuant to Section 2.9(b) if it had been applicable in accordance with its terms.

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(f) The indemnity and contribution agreements contained herein shall be in addition to any other rights to indemnification or contribution which any indemnified party may have pursuant to law or contract and shall remain operative and in full force and effect regardless of any investigation made or omitted by or on behalf of any indemnified party and shall survive the transfer of the Registrable Securities by any such party.

(g) The indemnification and contribution required by this Section 2.9 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred; provided, however, that the recipient thereof hereby undertakes to repay such payments if and to the extent it shall be determined by a court of competent jurisdiction that such recipient is not entitled to such payment hereunder.

2.10. Limitations on Registration of Other Securities; Representation. From and after the date of this Agreement, the Company shall not, without the prior written consent of (i) Holders holding more than 50% of the Registrable Securities, and (ii) each Investor Shareholder, in each case, to the extent that such Investor Shareholder holds (together with its Permitted Transferees that are Affiliates) twenty-five percent (25%) of the Registrable Securities held by such Investor Shareholder as of the date hereof, enter into any agreement with any holder or prospective holder of any securities of the Company giving such holder or prospective holder any registration rights the terms of which are more favorable taken as a whole than the registration rights granted to the Holders hereunder unless the Company shall also give such rights to such Holders.

2.11. No Inconsistent Agreements. The Company shall not hereafter enter into any agreement with respect to its securities that is inconsistent in any material respects with the rights granted to the Holders in this Agreement.

Section 3. Underwritten Offerings.

3.1. Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering pursuant to a registration requested under Section 2.1, the Company shall enter into a customary underwriting agreement with the underwriters. Such underwriting agreement shall (i) be satisfactory in form and substance to the Majority Participating Holders, (ii) contain terms not inconsistent with the provisions of this Agreement and (iii) contain such representations and warranties by, and such other agreements on the part of, the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities and contribution agreements on substantially the same terms as those contained herein. In connection with a registration requested under Section 2.1, any Participating Holder shall be a party to such underwriting agreement and may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided, however, that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. In

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connection with a registration requested under Section 2.1, unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement for indemnity, contribution or otherwise shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

3.2. Piggyback Underwritten Offerings. In the case of a registration pursuant to Section 2.2, if the Company shall have determined to enter into an underwriting agreement in connection therewith, all of the Participating Holders’ Registrable Securities to be included in such registration shall be subject to such underwriting agreement. In the case of a registration pursuant to Section 2.2, any Participating Holder may, at its option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such Participating Holder and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such Participating Holder; provided that the Company shall not be required to make any representations or warranties with respect to written information specifically provided by a Participating Holder for inclusion in the registration statement. In the case of a registration pursuant to Section 2.2, unless otherwise agreed by the respective Participating Holders and the underwriters, each such Participating Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Participating Holder, its ownership of and title to the Registrable Securities, any written information specifically provided by such Participating Holder for inclusion in the registration statement and its intended method of distribution; and any liability of such Participating Holder to any underwriter or other Person under such underwriting agreement shall in no case be greater than the amount of the net proceeds received by such Participating Holder upon the sale of Registrable Securities pursuant to such registration statement and in no event shall relate to anything other than information about such Holder specifically provided by such Holder for use in the registration statement and prospectus.

Section 4. General

4.1. Adjustments Affecting Registrable Securities. The Company agrees that it shall not effect or permit to occur any combination or subdivision of shares of Common Stock which would adversely affect the ability of any Holder of any Registrable Securities to include such Registrable Securities in any registration contemplated by this Agreement or the marketability of such Registrable Securities in any such registration. The Company agrees that it will take all reasonable steps necessary to effect a subdivision of shares of Common Stock if in the reasonable judgment of (a) the Majority Participating Holders or (b) the Manager for the offering in respect of such Demand Registration Request, such subdivision would enhance the

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marketability of the Registrable Securities. Subject to the Amended and Restated Certificate of Incorporation of the Company, dated as of the date hereof (as amended from time to time), the Amended and Restated Bylaws of the Company, dated as of the date hereof (as amended from time to time) and the Voting Agreement (in each case, as in effect at the time and as applicable), each Holder agrees to vote all of its shares of capital stock in a manner, and to take all other actions necessary, to permit the Company to carry out the intent of the preceding sentence including, without limitation, voting in favor of an amendment to the Company’s organizational documents in order to increase the number of authorized shares of capital stock of the Company. In any event, the provisions of this Agreement shall apply, to the full extent set forth herein with respect to the Registrable Securities, to any and all shares of capital stock of the Company, any successor or assign of the Company (whether by merger, share exchange, consolidation, sale of assets or otherwise) or any Subsidiary of the Company which may be issued in respect of, in exchange for or in substitution of, Registrable Securities and shall be appropriately adjusted for any stock dividends, splits, reverse splits, combinations, recapitalizations and the like occurring after the date hereof.

4.2. Rule 144 and Rule 144A. If the Company shall have filed a registration statement pursuant to the requirements of Section 12 of the Exchange Act or a registration statement pursuant to the requirements of the Securities Act in respect of the Common Stock or Common Stock Equivalents, the Company covenants that (i) so long as it remains subject to the reporting provisions of the Exchange Act, it will timely file the reports required to be filed by it under the Securities Act or the Exchange Act (including, but not limited to, the reports under Sections 13 and 15(d) of the Exchange Act referred to in subparagraph (c)(1)(i) of Rule 144 under the Securities Act, as such Rule may be amended (“Rule 144”)) or, if the Company is not required to file such reports, it will, upon the request of any Holder, make publicly available other information so long as necessary to permit sales by such Holder under Rule 144, Rule 144A under the Securities Act, as such Rule may be amended (“Rule 144A”), or any similar rules or regulations hereafter adopted by the SEC, and (ii) it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (A) Rule 144, (B) Rule 144A or (C) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements.

4.3. Nominees for Beneficial Owners. If Registrable Securities are held by a nominee for the Beneficial Owner thereof the Beneficial Owner thereof may, at its option, be treated as the Holder of such Registrable Securities for purposes of any request or other action by any Holder or Holders of Registrable Securities pursuant to this Agreement (or any determination of any number or percentage of shares constituting Registrable Securities held by any Holder or Holders of Registrable Securities contemplated by this Agreement), provided that the Company shall have received assurances reasonably satisfactory to it of such Beneficial Ownership.

4.4. Amendments and Waivers. Except as otherwise provided herein, no modification, amendment or waiver of any provision of this Agreement shall be effective against the Company or any Holder unless such modification, amendment or waiver is approved in writing by (i) the Company, (ii) the Holders holding more than 50% of the Registrable Securities

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then held by all Holders, and (iii) each Investor Shareholder, in each case, to the extent that such Investor Shareholder (together with its Permitted Transferees that are Affiliates) holds twenty-five percent (25)% of the Registrable Securities held by such Investor Shareholder as of the date hereof; provided that any amendment, modification, supplement or waiver of any of the provisions of this Agreement which disproportionately materially adversely affects any Holder shall not be effective without the written approval of such Holder. No waiver of any of the provisions of this Agreement shall be deemed to or shall constitute a waiver of any other provision hereof (whether or not similar). No failure or delay on the part of any party in exercising any right, power or privilege hereunder shall operate as a waiver thereof or of any other or future exercise of any such right, power or privilege.

4.5. Notices.

(a) All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by e-mail, (iii) when received or rejected by the addressee if sent by registered or certified mail, postage prepaid, return receipt requested, or (iv) one Business Day following the day sent by reputable overnight courier (with written confirmation of receipt), in each case at the following addresses (or to such other address as a party may have specified by notice given to the other party pursuant to this provision):

(i) if to the Company, to:

Ceridian HCM Holding Inc.

3311 East Old Shakopee Road

Minneapolis, MN 55425

Attention: William E. McDonald, Senior Vice President, Deputy General

Counsel and Corporate Secretary

E-mail: William.Mcdonald@ceridian.com;

officeofgeneralcounsel@ceridian.com

with a copy, which shall not constitute notice, to:

Weil, Gotshal & Manges, LLP

100 Federal Street, 34th Floor

Boston, MA 02110

Attention: Shayla K. Harlev and Matthew W. Goulding

Email: shayla.harlev@weil.com; Matthew.goulding@weil.com

(ii) if to Cannae, to:

Cannae Holdings, LLC

1701 Village Center Circle

Las Vegas, Nevada 89134

Attention: Michael Gravelle

Email: MGravelle@fnf.com

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with a copy, which shall not constitute notice, to:

Weil, Gotshal & Manges, LLP

100 Federal Street, 34th Floor

Boston, MA 02110

Attention: Shayla K. Harlev and Matthew W. Goulding

Email: shayla.harlev@weil.com; Matthew.goulding@weil.com

(iii) if to a THL Party, to:

c/o Thomas H. Lee Partners, L.P.

100 Federal Street, 35th Floor

Boston, MA 02110

Attention: Ganesh B. Rao and Shari H. Wolkon

Email: G.Rao@weil.com; SWolkon@weil.com

with a copy, which shall not constitute notice, to:

Weil, Gotshal & Manges, LLP

100 Federal Street, 34th Floor

Boston, MA 02110

Attention: Shayla K. Harlev and Matthew W. Goulding

Email: shayla.harlev@weil.com; Matthew.goulding@weil.com

(iv) if to the Other Stockholders, to the address indicated in the records of the Company.

(b) Whenever any notice is required to be given by Law or this Agreement, a written waiver thereof, signed by the Person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

4.6. Successors and Assigns. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and the respective successors, permitted assigns, heirs and personal representatives of the parties hereto, whether so expressed or not. This Agreement may not be assigned by the Company without the prior written consent of Cannae and the THL Party. Each Holder shall have the right to assign all or part of its or his rights and obligations under this Agreement only in accordance with transfers of Registrable Securities to such Holder’s Permitted Transferees. For the avoidance of doubt, Cannae and the THL Party shall have the right to assign all or part of its rights and obligations under this Agreement to any of its Affiliates in connection with any transfer of Registrable Securities to such Affiliate. Upon any such assignment, such assignee shall have and be able to exercise and enforce all rights of the assigning Holder which are assigned to it and, to the extent such rights are assigned, any reference to the assigning Holder shall be treated as a reference to the assignee. If any Holder shall acquire additional Registrable Securities, such Registrable Securities shall be subject to all of the terms, and entitled to all the benefits, of this Agreement. The parties hereto and their respective successors may assign their rights under this Agreement, in whole or in part, to any purchaser of shares of Registrable Securities held by them.

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4.7. Entire Agreement. This Agreement, the Stockholders Agreement, the Amended and Restated Certificate of Incorporation of the Company, dated as of the date hereof (as amended from time to time) and the Amended and Restated Bylaws of the Company, dated as of the date hereof (as amended from time to time) and the other documents referred to herein or therein or delivered pursuant hereto or thereto which form part hereof constitute the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof.

4.8. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) GOVERNING LAW.THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE INTERNAL LAWS AND JUDICIAL DECISIONS OF THE STATE OF DELAWARE APPLICABLE TO AGREEMENTS EXECUTED AND PERFORMED ENTIRELY WITHIN SUCH STATE, REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.

(b) Jurisdiction. Each of the parties hereto irrevocably submits to the exclusive jurisdiction of (i) the Court of Chancery of the State of Delaware and (ii) the United States District Court located in the State of Delaware for the purposes of any suit, action or other proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement. Each of the parties hereto irrevocably and unconditionally waives any objection to the laying of venue of any action, suit or proceeding arising out of or relating to this Agreement or the transactions contemplated by this Agreement in (I) the Court of Chancery of the State of Delaware or (II) the United States District Court located in the State of Delaware and waives any claim that such suit or proceeding has been brought in an inconvenient forum. Each of the parties hereto agrees that a final and unappealable judgment in any action or proceeding so brought shall be conclusive and may be enforced by suit on the judgment in any jurisdiction within or outside the United States or in any other manner provided in law or in equity

(c) WAIVER OF JURY TRIAL. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND ANY OF THE AGREEMENTS DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY CERTIFIES AND ACKNOWLEDGES THAT (I) NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER, (II) IT UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS OF SUCH WAIVER, (III) IT MAKES SUCH WAIVER VOLUNTARILY AND (IV) IT HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVER AND CERTIFICATIONS IN THIS SECTION 4.8.

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4.9. Interpretation; Construction.

(a) The table of contents and headings in this Agreement are for convenience of reference only, do not constitute part of this Agreement and shall not be deemed to limit or otherwise affect any of the provisions hereof. Where a reference in this Agreement is made to a Section, such reference shall be to a Section of this Agreement unless otherwise indicated. Whenever the words “include,” “includes” or “including” are used in this Agreement, they shall be deemed to be followed by the words “without limitation.”

(b) The parties have participated jointly in negotiating and drafting this Agreement. In the event that an ambiguity or a question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(c) For purposes of this Agreement, the “THL Party” shall be treated as a single entity unless the context clearly dictates otherwise.

4.10. Counterparts. This Agreement may be executed and delivered in any number of separate counterparts (including by facsimile or electronic mail), each of which shall be an original, but all of which together shall constitute one and the same agreement.

4.11. Severability. The provisions of this Agreement shall be deemed severable and the invalidity or unenforceability of any provision shall not affect the validity or enforceability of the other provisions hereof. If any provision of this Agreement, or the application thereof to any person or any circumstance, is invalid or unenforceable, (a) a suitable and equitable provision shall be substituted therefor in order to carry out, so far as may be valid and enforceable, the intent and purpose of such invalid or unenforceable provision and (b) the remainder of this Agreement and the application of such provision to other persons or circumstances shall not be affected by such invalidity or unenforceability, nor shall such invalidity or unenforceability affect the validity or enforceability of such provision, or the application thereof, in any other jurisdiction.

4.12. Remedies. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that each party hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement, without the posting of any bond, and, if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. All remedies, either under this Agreement, by law, or otherwise afforded to any party, shall be cumulative and not alternative.

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4.13. Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

4.14. Confidentiality. Each Other Stockholder agrees that all material non-public information provided pursuant to or in accordance with the terms of this Agreement shall be kept confidential by the person to whom such information is provided, until such time as such information becomes public other than through violation of this provision. Notwithstanding the foregoing, any party may disclose the information if required to do so by any law, rule, regulation, order, decree or subpoena of any governmental agency or authority or court.

4.15. Termination and Effect of Termination. This Agreement shall terminate with respect to each Holder when such Holder no longer holds any Registrable Securities and will terminate in full when no Holder holds any Registrable Securities, except for the provisions of Sections 2.9 and 4.2, which shall survive any such termination. No termination under this Agreement shall relieve any Person of liability for breach or Expenses incurred prior to termination. In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 2.9 shall retain such indemnification rights with respect to any matter that (i) may be an indemnified liability thereunder and (ii) occurred prior to such termination.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written.

COMPANY:
CERIDIAN HCM HOLDING INC.
By:	/s/ Scott A. Kitching

Name: Scott A. Kitching

Title: Executive Vice President, General Counsel and Assistant Secretary

[Signature Page to Registration Rights Agreement]

CANNAE:
CANNAE HOLDING, LLC
By:	/s/ Michael L. Gravelle
Name: Michael L. Gravelle
Title: Managing Director, General Counsel and           Corporate Secretary

[Signature Page to Registration Rights Agreement]

THL PARTY:
THOMAS H. LEE EQUITY FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L,P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory
THOMAS H. LEE PARALLEL FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L,P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

THOMAS H. LEE PARALLEL (DT) FUND VI, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name : Charles P. Holden
	Title: Authorized Signatory
GREAT-WEST INVESTORS, LP
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
By: THL Holdco, LLC, its managing member
By	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III, LLC
By: Putnam Investment Moldings, LLC, its managing member
By: Putnam Investments, LLC, its managing member
By: Thomas H. Lee Advisors, LLC, its attorney-in-fact
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory
THL COINVESTMENT PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its general partner
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

THL EQUITY FUND VI INVESTORS (CERIDIAN), L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member Thomas
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory
THL OPERATING PARTNERS, L.P.
By: Thomas H. Lee Partners, L.P., its general partner
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

THL EQUITY FUND VI INVESTORS (CERIDIAN) II, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory
THL EQUITY FUND VI INVESTORS (CERIDIAN) III, LLC
By: THL Equity Advisors VI, LLC, its manager
By: Thomas H. Lee Partners, L.P., its sole member
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

THL EQUITY FUND VI INVESTORS (CERIDIAN) IV, LLC
By: THL Equity Advisors VI, LLC, its manager
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory
THL EQUITY FUND VI INVESTORS (CERIDIAN) V, LLC
By: THL Equity Advisors VI, LLC, its manager
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

THL EQUITY FUND VI INVESTORS (CERIDIAN) VI, L.P.
By: THL Equity Advisors VI, LLC, its general partner
By: Thomas H. Lee Partners, L.P., its sole member
By: Thomas H. Lee Advisors, LLC, its general partner
By: THL Holdco, LLC, its managing member
By:	/s/ Charles P. Holden
	Name: Charles P. Holden
	Title: Authorized Signatory

[Signature Page to Registration Rights Agreement]

OTHER STOCKHOLDERS:
DAVID OSSIP
By:	/s/ David Ossip
ALON OSSIP
By:	/s/ Alon Ossip
OSFUND INC.
By:	/s/ Osfund Inc.
Name:
Title:
OSSCER, INC.
By:	/s/ Osscer Inc.
Name:
Title:

[Signature Page to Registration Rights Agreement]

EXHIBIT A

FORM OF

JOINDER AGREEMENT

THIS JOINDER AGREEMENT (this “Joinder”) is made and entered into as of [                    ] by the undersigned (the “New Holder”) in accordance with the terms and conditions set forth in that certain Registration Rights Agreement by and among Ceridian HCM Holding Inc., a Delaware corporation (including any successor, the “Company”), the THL Party, Cannae (each as defined therein), and the Holders party thereto, dated as of [                    ] 2018 (as the same may be amended, restated or otherwise modified from time to time, the “Registration Rights Agreement”), for the benefit of, and for reliance upon by, the Company, the THL Party, Cannae and the Holders. Capitalized terms used herein but not otherwise defined shall have the meanings given to them in the Registration Rights Agreement.

WHEREAS, the New Holder desires to exercise certain rights granted to it under the Registration Rights Agreement; and

WHEREAS, the execution and delivery to the Company of this Joinder by the New Holder is a condition precedent to the New Holder’s exercise of any of its rights under the Registration Rights Agreement.

NOW, THEREFORE, in consideration of the premises and covenants herein, and for other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the New Holder hereby agrees as follows:

1. Joinder. By the execution and delivery of this Joinder, the New Holder hereby agrees to become, and to be deemed to be, and shall become and be deemed to be, for all purposes under the Registration Rights Agreement, a Holder, with the same force and effect as if the New Holder had been an original signatory thereto, and the New Holder agrees to be bound by all of the terms and conditions of, and to assume all of the obligations of, a Holder under, the Registration Rights Agreement. All of the terms, provisions, representations, warranties, covenants and agreements set forth in the Registration Rights Agreement with respect to a Holder are incorporated by reference herein and shall be legally binding upon, and inure to the benefit of, the New Holder.

2. Further Assurances. The New Holder agrees to perform any further acts and execute and deliver any additional documents and instruments that may be necessary or reasonably requested by the Company to carry out the provisions of this Joinder or the Registration Rights Agreement.

3. Binding Effect. This Joinder and the Registration Rights Agreement shall be binding upon, and shall inure to the benefit of, the New Holder and its successors and permitted assigns, subject to the terms and provisions of the Registration Rights Agreement. It shall not be necessary in connection with the New Holder’s status as a Holder to make reference to this Joinder.

IN WITNESS WHEREOF, the New Holder has executed this Joinder as of the date first above written.

[NEW HOLDER]

By:

Name:

Title:

Address:

Accepted and agreed:

CERIDIAN HCM HOLDING INC.

By:

Name:

Title:

2

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, David D. Ossip, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ceridian HCM Holding Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [omitted];

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 24, 2018

By:	/s/ David D. Ossip
	David D. Ossip Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Arthur Gitajn, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Ceridian HCM Holding Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) [omitted];

(c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 24, 2018

By:	/s/ Arthur Gitajn
	Arthur Gitajn Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Chief Executive Officer of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1. The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2. The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: May 24, 2018

By:	/s/ David D. Ossip
	David D. Ossip
	Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION OF PERIODIC FINANCIAL REPORTS PURSUANT TO 18 U.S.C. §1350

The undersigned hereby certifies that he is the duly appointed and acting Executive Vice President and Chief Financial Officer of Ceridian HCM Holding Inc., a Delaware corporation (the “Company”), and hereby further certifies as follows.

1. The periodic report containing financial statements to which this certificate is an exhibit fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934.

2. The information contained in the periodic report to which this certificate is an exhibit fairly presents, in all material respects, the financial condition and results of operations of the Company.

In witness whereof, the undersigned has executed and delivered this certificate as of the date set forth opposite his signature below.

Date: May 24, 2018

By:	/s/ Arthur Gitajn
	Arthur Gitajn
	Executive Vice President and Chief Financial Officer

XML

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	May 23, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2018
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q1
Trading Symbol	CDAY
Entity Registrant Name	Ceridian HCM Holding Inc.
Entity Central Index Key	0001725057
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		136,703,308

XML

Condensed Consolidated Balance Sheets - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Current assets:
Cash and equivalents	$ 62.2	$ 99.6
Trade and other receivables, net	81.1	79.9
Prepaid expenses	49.2	37.9
Other current assets	1.8	5.3
Total current assets before customer trust funds	194.3	222.7
Customer trust funds	4,293.9	4,099.7
Total current assets	4,488.2	4,322.4
Property, plant, and equipment, net	103.4	103.8
Goodwill	2,075.8	2,087.3
Other intangible assets, net	206.6	212.4
Other assets	5.5	4.0
Total assets	6,879.5	6,729.9
Current liabilities:
Current portion of long-term debt	0.0	0.0
Accounts payable	47.6	48.8
Accrued interest	2.7	15.9
Deferred revenue	18.5	16.8
Employee compensation and benefits	55.7	70.0
Other accrued expenses	16.7	15.5
Total current liabilities before customer trust funds obligations	141.2	167.0
Customer trust funds obligations	4,313.2	4,105.5
Total current liabilities	4,454.4	4,272.5
Long-term debt, less current portion	1,120.5	1,119.8
Employee benefit plans	147.3	152.4
Other liabilities	53.8	56.2
Total liabilities	5,776.0	5,600.9
Commitments and contingencies (Note 15)
Stockholders' equity:
Common stock, $0.01 par, 150,000,000 shares authorized, 65,374,309 shares issued and outstanding as of March 31, 2018 and 65,285,962 shares issued and outstanding as of December 31, 2017	0.7	0.7
Additional paid in capital	1,568.3	1,565.4
Accumulated deficit	(355.6)	(348.2)
Accumulated other comprehensive loss	(337.7)	(312.1)
Total stockholders' equity	1,066.4	1,091.2
Noncontrolling interest	37.1	37.8
Total equity	1,103.5	1,129.0
Total liabilities and equity	6,879.5	6,729.9
Senior Preferred Stock [Member]
Stockholders' equity:
Preferred stock	190.1	184.8
Junior Preferred Stock [Member]
Stockholders' equity:
Preferred stock	$ 0.6	$ 0.6

XML

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Common Stock, par value	$ 0.01	$ 0.01
Common Stock, shares authorized	150,000,000	150,000,000
Common Stock, shares issued	65,374,309	65,285,962
Common Stock, shares outstanding	65,374,309	65,285,962
Senior Preferred Stock [Member]
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	70,000,000	70,000,000
Preferred Stock, shares issued	16,802,144	16,802,144
Preferred Stock, shares outstanding	16,802,144	16,802,144
Junior Preferred Stock [Member]
Preferred Stock, par value	$ 0.01	$ 0.01
Preferred Stock, shares authorized	70,000,000	70,000,000
Preferred Stock, shares issued	58,244,308	58,244,308
Preferred Stock, shares outstanding	58,244,308	58,244,308

XML

Condensed Consolidated Statements of Operations - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Revenue:
Recurring services	$ 188.7	$ 171.4
Professional services and other	20.2	15.6
Total revenue	208.9	187.0
Cost of revenue:
Recurring services	62.7	58.8
Professional services and other	32.8	33.9
Product development and management	15.4	12.8
Depreciation and amortization	8.8	7.7
Total cost of revenue	119.7	113.2
Gross profit	89.2	73.8
Costs and expenses:
Selling, general, and administrative	65.6	60.7
Other (income) expense, net	(2.8)	0.9
Interest expense, net	22.2	21.4
Total costs and expenses	85.0	83.0
Income (loss) from continuing operations before income taxes	4.2	(9.2)
Income tax expense	6.8	2.5
Loss from continuing operations	(2.6)	(11.7)
Income from discontinued operations	0.0	0.5
Net loss	(2.6)	(11.2)
Net loss attributable to noncontrolling interest	(0.5)	0.0
Net loss attributable to Ceridian	$ (2.1)	$ (11.2)
Net loss per share attributable to Ceridian-basic and diluted (Note 18)	$ (0.11)	$ (0.24)
Weighted-average shares used to compute net loss per share attributable to Ceridian-basic and diluted (Note 18)	65,314,462	65,034,610

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Millions		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Net loss		$ (2.6)	$ (11.2)
Items of other comprehensive income (loss) before income taxes:
Change in foreign currency translation adjustment		(16.1)	4.9
Change in unrealized (loss) gain from invested customer trust funds		(13.4)	1.8
Change in pension liability adjustment	[1]	2.9	2.6
Other comprehensive (loss) income before income taxes		(26.6)	9.3
Income tax expense, net		0.8	1.6
Other comprehensive (loss) income after income taxes		(27.4)	7.7
Comprehensive loss		(30.0)	(3.5)
Comprehensive (loss) income attributable to noncontrolling interest		(0.7)	0.1
Comprehensive loss attributable to Ceridian		$ (29.3)	$ (3.6)

[1] The amount of the pension liability adjustment recognized in the consolidated statements of operations within selling, general, and administrative expense was $3.0 during the three months ended March 31, 2018, and $2.6 during the three months ended March 31, 2017.

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Selling, General and Administrative Expense [Member]
Pension liability adjustment	$ 3.0	$ 2.6

XML

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Net loss	$ (2.6)	$ (11.2)
Income from discontinued operations	0.0	(0.5)
Adjustments to reconcile net loss to net cash used in operating activities:
Deferred income tax benefit	(0.1)	(0.3)
Depreciation and amortization	14.9	14.1
Amortization of debt issuance costs and debt discount	1.0	0.8
Net periodic pension and postretirement cost	0.6	0.3
Share-based compensation	2.9	4.5
Other	(0.1)	(0.4)
Changes in operating assets and liabilities excluding effects of acquisitions and divestitures:
Trade and other receivables	(1.9)	4.0
Prepaid expenses and other current assets	(11.4)	(9.3)
Accounts payable and other accrued expenses	(0.5)	(5.5)
Deferred revenue	1.7	0.7
Employee compensation and benefits	(16.7)	(19.9)
Accrued interest	(13.1)	(13.5)
Accrued taxes	6.3	(8.5)
Other assets and liabilities	(4.3)	0.7
Net cash used in operating activities-continuing operations	(23.3)	(44.0)
Net cash used in operating activities-discontinued operations	(0.1)	(0.7)
Net cash used in operating activities	(23.4)	(44.7)
Cash Flows from Investing Activities
Purchase of customer trust funds marketable securities	(520.6)	(185.7)
Proceeds from sale and maturity of customer trust funds marketable securities	175.4	133.8
Net change in restricted cash and other restricted assets held to satisfy customer trust funds obligations	114.8	(860.1)
Expenditures for property, plant, and equipment	(2.9)	(2.6)
Expenditures for software and technology	(7.4)	(6.2)
Net proceeds from divestitures		0.9
Net cash used in investing activities	(240.7)	(919.9)
Cash Flows from Financing Activities
Increase in customer trust funds obligations, net	230.4	912.0
Repurchase of stock		(1.8)
Repayment of long-term debt obligations	(0.3)
Net cash provided by financing activities	230.1	910.2
Effect of Exchange Rate Changes on Cash	(3.4)	0.7
Net decrease in cash and equivalents	(37.4)	(53.7)
Cash and equivalents at beginning of period	99.6	131.4
Cash and equivalents at end of period	$ 62.2	$ 77.7

XML

Organization

3 Months Ended

Mar. 31, 2018

Organization

1. Organization

Ceridian HCM Holding Inc. and subsidiaries (also referred to in this report as “Ceridian,” “we,” “our,” and “us”) offer a broad range of services and software designed to help employers to more effectively manage employment processes, such as payroll, payroll-related tax filing, human resource information systems, employee self-service, time and labor management, employee assistance programs, and recruitment and applicant screening. Our technology-based services are typically provided through long-term customer relationships that result in a high level of recurring revenue. Our operations are primarily located in the United States and Canada.

As of March 31, 2018, Ceridian owned a controlling financial interest in a joint venture, WorkAngel Organisation Limited (“LifeWorks”) (the “Joint Venture Company”), which offers an employee engagement platform that delivers employee assistance programs, social recognition, exclusive perks and discounts, a private social network, employee and corporate wellness, and employee engagement analytics in the United States, Canada, and the United Kingdom. Prior to the formation of the joint venture, employee assistance programs were provided by Ceridian. On January 20, 2017, WorkAngel Organisation Limited changed its name to LifeWorks Corporation Ltd. On April 30, 2018, we distributed our ownership interest in the Joint Venture Company to our stockholders of record (the “LifeWorks Disposition”) prior to our initial public offering (“IPO”). Please refer to Note 19, “Subsequent Events,” for further discussion of the LifeWorks Disposition.

As of March 31, 2018, Ceridian HCM Holding Inc. was primarily owned by Ceridian LLC (the “Parent”) and Ceridian Holding II LLC (“Ceridian Holding II”). The Parent was 100% owned by Foundation Holding LLC, which in turn was 100% owned by Ceridian Holding LLC (“Ceridian Holding”).

The owners of Ceridian Holding and Ceridian Holding II included (i) affiliates and co-investors of Thomas H. Lee Partners, L.P. (“THL Partners”) and Cannae Holdings, LLC (“Cannae”) (THL Partners and Cannae are together referred to as the “Sponsors”), who collectively owned approximately 96% of the outstanding interests of both Ceridian Holding and Ceridian Holding II, and (ii) other individuals, who collectively owned approximately 4% of the outstanding interests of each holding company. The Sponsors initially acquired their indirect ownership interest in Ceridian Holding on November 9, 2007, when the Sponsors completed the acquisition of all of the outstanding equity of the Ceridian entities (the “2007 Merger”). The Sponsors acquired their ownership interest in Ceridian Holding II on March 30, 2016, when the Sponsors and other individuals purchased equity in Ceridian Holding II, which in turn purchased equity in Ceridian HCM Holding Inc. This equity financing transaction with Ceridian Holding II raised $150.2, of which $75.0 was contributed by Ceridian Holding II to Ceridian HCM Holding Inc. on March 30, 2016. The remaining $75.2 was committed to be funded to Ceridian HCM Holding Inc. within the following three years, and during the second quarter of 2017, the Board of Directors of Ceridian Holding II approved the funding of the remaining $75.2, which was transferred to Ceridian HCM Holding Inc. on June 28, 2017.

On April 30, 2018, we completed our IPO, in which we issued and sold 21,000,000 shares of common stock at a public offering price of $22.00 per share. We granted the underwriters a 30-day option to purchase an additional 3,150,000 shares of common stock at the offering price, which was exercised in full. A total of 24,150,000 shares of common stock were issued on April 30, 2018. Concurrently, we issued 4,545,455 shares of our common stock in a private placement at $22.00 per share. We received gross proceeds of $631.3 from the IPO and concurrent private placement before deducting underwriting discounts, commissions, and other offering related expenses. Subsequent to the IPO and concurrent private placement, we completed an internal corporate reorganization, pursuant to which the limited liability companies that hold shares in us were merged with and into Ceridian HCM Holding Inc. At the time of these transactions, these limited liability companies had no assets other than equity interests in us or the other limited liability companies. As a result of these transactions, our previous stockholders now hold shares of our common stock directly, rather than through a series of limited liability companies. These transactions had no impact on our assets, liabilities, or operations. Please refer to Note 19, “Subsequent Events,” for further discussion of the IPO and concurrent private placement. The condensed consolidated financial statements as of March 31, 2018, including share and per share amounts, do not give effect to the IPO, the concurrent private placement, or the internal reorganization, as the IPO and such transactions were completed subsequent to March 31, 2018.

XML

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2018

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accounting policies we follow are set forth in Note 2, “Summary of Significant Accounting Policies,” to Ceridian’s audited consolidated financial statements, included in our audited consolidated financial statements and notes thereto for the year ended December 31, 2017 (our “2017 Annual Report”), included within our prospectus dated April 25, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-223905) (the “Prospectus”). The following notes should be read in conjunction with such policies and other disclosures in our 2017 Annual Report and Prospectus.

In the opinion of management, the unaudited condensed consolidated financial statements contained herein reflect all adjustments (consisting only of normal recurring adjustments, except as set forth in these notes to condensed consolidated financial statements) necessary to present fairly in all material aspects the financial position, results of operations, comprehensive loss, and cash flows from all periods presented. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

On April 10, 2018, we effected a 1-for-2 reverse stock split of our common stock. All of the common share and per share information referenced throughout this interim report have been retroactively adjusted to reflect this reverse stock split. Please refer to Note 19, “Subsequent Events,” for further discussion of other transactions occurring after period end which are not reflected in the condensed consolidated financial statements.

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates that could significantly affect our results of operations or financial condition involve the assignment of fair values to goodwill and other intangible assets, the testing of impairment of long-lived assets, the determination of our liability for pensions and postretirement benefits, the determination of fair value of stock options granted, and the resolution of tax matters and legal contingencies. Please refer to our 2017 Annual Report for a further discussion of these estimates.

Internally Developed Software Costs

In accordance with Accounting Standards Codification (“ASC”) Topic 350, we capitalize costs associated with software developed or obtained for internal use when both the preliminary project stage is completed and our management has authorized further funding for the project, which it deems probable of completion. Capitalized software costs include only: (1) external direct costs of materials and services consumed in developing or obtaining the software; (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project; and (3) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. We do not include general and administrative costs and overhead costs in capitalizable costs. We charge research and development costs and other software maintenance costs related to software development to earnings as incurred.

Foreign Currency Translation

We have international operations whereby the local currencies serve as functional currencies. We translate foreign currency denominated assets and liabilities at the end-of-period exchange rates and foreign currency denominated statements of operations at the weighted-average exchange rates for each period. We report the effect of changes in the U.S. dollar carrying values of assets and liabilities of our international operations that are due to changes in exchange rates between the U.S. dollar and their functional currency as foreign currency translation within accumulated other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). Gains and losses from transactions and translation of assets and liabilities denominated in currencies other than the functional currency of the international operation are recorded in the condensed consolidated statements of operations within other expense, net.

Recently Issued and Adopted Accounting Pronouncements

In May 2014 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which replaced all existing revenue guidance created by ASC Topic 606, including prescriptive industry-specific guidance. This standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities will need to apply more judgment and make more estimates than under the previous guidance. In July 2015 the FASB deferred the effective date for all entities by one year, making the guidance for non-public companies effective for annual reporting periods beginning after December 15, 2018. Early adoption was permitted to the original effective date of December 15, 2016 (including interim reporting periods within that reporting period). The standard permits the use of either the retrospective or cumulative effect transition method. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. An emerging growth company can, therefore, delay adoption of certain accounting standards until those standards would otherwise apply to private companies. Management has chosen to take advantage of this extended transition period to adopt ASU 2014-09 beginning in the first quarter of 2019. Management anticipates using the retrospective method for adoption.

In preparation for this planned adoption, we have been evaluating the impact of the new standard to our financial statements and accompanying disclosures in the notes to our consolidated financial statements. Our assessment of the impact includes an evaluation of the five-step process set forth in the new standard along with the enhancement of disclosures that will be required. To date, we have developed our initial plan for implementing the standard, which includes identifying customer contracts within the scope of the new standard, identifying performance obligations within those customer contracts, and evaluating the impact of incremental variable consideration paid to obtain those customer contracts. We have also undertaken a comprehensive review of all contracts that fall under the scope of the new standard; and, as of the date of this report, we have substantially completed our review of in-scope contracts.

Based on analysis performed to date, we expect that adoption of the new standard will result in changes to the classification and timing of our revenue recognition. Specifically, we expect an increase in revenue classified as professional services and other revenue and a reduction in revenue classified as recurring services revenue under the new standard, as compared to current U.S. GAAP. Further, we expect that the new standard will result in changes to the timing of our revenue recognition compared to current U.S. GAAP. In compliance with the new standard, a contractual asset will be reflected on the consolidated balance sheets and will be amortized over the customers’ period of benefit, which is generally three years. We also expect changes to the timing of certain incremental selling, general, and administrative expenses, as the new standard will also require capitalizing and amortizing certain selling expenses, such as commissions and bonuses paid to the sales force. These sales expenses will be amortized over the customer’s period of benefit.

In periods of revenue growth, the changes above are expected to result in higher overall earnings before income taxes and net income when compared to current U.S. GAAP. We have not yet determined the impact of the disclosure requirements.

The following table presents the anticipated impacts that the adoption of ASC 606 would have for the periods presented:

	Three Months ended March 31, 2018
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	188.7	$	182.3	$	(6.4	)
Professional services and other		20.2		28.9		8.7
Total revenue	$	208.9	$	211.2	$	2.3
Operating profit	$	26.4	$	30.6	$	4.2

	Three Months ended March 31, 2017
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	171.4	$	165.5	$	(5.9	)
Professional services and other		15.6		22.5		6.9
Total revenue	$	187.0	$	188.0	$	1.0
Operating profit	$	12.2	$	14.6	$	2.4

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard requires balance sheet recognition for both finance leases and operating leases. This guidance is effective for non-public companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The guidance is required to be adopted using a modified retrospective approach. An entity will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. We are currently evaluating the impact of the adoption of this standard.

In February 2018 the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income,” which is in response to a narrow-scope financial reporting issue that arose because of the Tax Cuts and Jobs Act. The amendment in this update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This amendment is intended to improve the usefulness of information reported to financial statement users by requiring certain disclosures about stranded tax effects. The amendment in this update is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this standard. Please refer to Note 14, “Income Taxes,” for further discussion of this new guidance.

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Discontinued Operations

3 Months Ended

Mar. 31, 2018

Discontinued Operations

3. Discontinued Operations

Sale of Divested Benefits Continuation Businesses

In the third quarter of 2013, we entered into an agreement for the sale of certain of our customer contracts for consumer-directed benefit services, including flexible spending accounts, health reimbursement accounts, health savings accounts, commuter (parking or transit) premium-only plans, and tuition reimbursement plans (collectively, the “Consumer-Directed Benefit Services”). During the third quarter of 2015, we completed two separate transactions that resulted in the sale of our benefits administration and post-employment health insurance portability compliance businesses (the “Divested Benefits Continuation Businesses”).

These three transactions represented a strategic shift in our overall business and have had a significant impact on the financial statement results. Accordingly, the Divested Benefits Continuation Businesses, as well as the Consumer-Directed Benefit Services, have been presented as discontinued operations within the HCM segment in the condensed consolidated financial statements and accompanying notes for all periods presented. The amounts in the table below reflect the operating results and gain on sale of the Divested Benefits Continuation Businesses reported as discontinued operations, as well as supplemental disclosures of the discontinued operations:

	Three Months ended March 31,
	2017
Net revenues	$	—
Loss from operations before income taxes		(0.1	)
Gain on sale of businesses		0.9
Income tax expense		(0.3	)
Income from discontinued operations, net of income taxes	$	0.5

For both sales of the Divested Benefits Continuation Businesses, consideration received was contingent upon the number and dollar value of successful customer transitions and was recorded when earned. Proceeds of $0.9 were received and earned based on the customers transitioned during the three months ended March 31, 2017. These proceeds were for a final purchase price true-up related to one of the transactions.

The remaining liabilities related to discontinued operations for the Divested Benefits Continuation Businesses as of March 31, 2018, and December 31, 2017, are immaterial amounts included in Other accrued expenses in our condensed consolidated balance sheets.

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Noncontrolling Interest

3 Months Ended

Mar. 31, 2018

Noncontrolling Interest

4. Noncontrolling Interest

On March 1, 2016, we entered into a strategic joint venture with WorkAngel Technology Limited (“WorkAngel”) in which we contributed our existing LifeWorks business to a newly formed English limited company (WorkAngel Organisation Limited or the “Joint Venture Company”). On January 20, 2017, WorkAngel Organisation Limited changed its name to LifeWorks Corporation Ltd. We have a controlling interest in the Joint Venture Company, including certain preferential distribution rights; therefore, the Joint Venture Company is consolidated within our financial statements, and the other joint venture ownership interest component is presented as a noncontrolling interest.

Shareholder distributions will occur upon a liquidation event, as defined by the joint venture agreement. We hold all of the Class A shares, and former WorkAngel shareholders hold all of the Class B shares. Holders of Class A shares will have rights to 75 percent of the distributions up to $250 million, 25 percent of the distributions between $250 and $500 million, and 50 percent thereafter. Holders of Class B shares have rights to the remaining distributions. Income attributable to noncontrolling interest has been calculated by applying the Class B distribution percentages to the joint venture earnings as reported on a stand-alone basis. During the three months ended March 31, 2018, and 2017, there was loss attributable to the noncontrolling interest of $0.5 and $0.0, respectively.

On April 30, 2018, we distributed our ownership interest in the Joint Venture Company to our stockholders of record prior to our IPO. Please refer to Note 19, “Subsequent Events,” for further discussion of the LifeWorks Disposition.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2018

Fair Value Measurements

5. Fair Value Measurements

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). U.S. GAAP outlines a valuation framework and creates a fair value hierarchy intended to increase the consistency and comparability of fair value measurements and the related disclosures. Certain assets and liabilities must be measured at fair value, and disclosures are required for items measured at fair value.

We measure our financial instruments using inputs from the following three levels of the fair value hierarchy. The three levels are as follows:

• Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that we have the ability to access at the measurement date.

• Level 2 inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (that is, interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

• Level 3 inputs include unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability. These inputs are developed based on the best information available, including internal data.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2018, our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:

	Total		Level 1		Level 2			Level 3
Assets
Available for sale customer trust funds assets	$	2,092.1	$	—	$	2,092.1	(a)	$	—
Total assets measured at fair value	$	2,092.1	$	—	$	2,092.1		$	—

As of December 31, 2017, our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:

	Total		Level 1		Level 2			Level 3
Assets
Available for sale customer trust funds assets	$	1,782.1	$	—	$	1,782.1	(a)	$	—
Total assets measured at fair value	$	1,782.1	$	—	$	1,782.1		$	—

(a) Fair value is based on inputs that are observable for the asset or liability, other than quoted prices.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

During the three months ended March 31, 2018, and the year ended December 31, 2017, we did not re-measure any financial assets or liabilities at fair value on a nonrecurring basis.

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Customer Trust Funds

3 Months Ended

Mar. 31, 2018

Customer Trust Funds

6. Customer Trust Funds

Overview

In connection with our U.S. and Canadian payroll and tax filing services, we collect funds for payment of payroll and taxes; temporarily hold such funds in trust until payment is due; remit the funds to the clients’ employees and appropriate taxing authority; file federal, state and local tax returns; and handle related regulatory correspondence and amendments. The assets held in trust are intended for the specific purpose of satisfying client fund obligations and therefore are not freely available for our general business use.

Our customer trust funds are held and invested with the primary objectives being to ensure adequate liquidity to meet cash flow requirements and to protect the principal balance. In accordance with these objectives, we maintain on average approximately 45% of customer trust funds in liquidity portfolios with maturities ranging from one to 120 days, consisting of high-quality bank deposits, money market mutual funds, commercial paper, or collateralized short-term investments; and we maintain on average approximately 55% of customer trust funds in fixed income portfolios with maturities ranging from 120 days to 10 years, consisting of U.S. Treasury and agency securities, Canada government and provincial securities, as well as highly rated asset-backed, mortgage-backed, municipal, corporate and bank securities. To maintain sufficient liquidity in the trust to meet payment obligations, we also have financing arrangements and may pledge fixed income securities for short-term financing.

Financial Statement Presentation

Investment income from invested customer trust funds constitutes a component of our compensation for providing services under agreements with our customers. Investment income from invested customer trust funds included in revenue was $17.6 and $11.4 for the three months ended March 31, 2018, and 2017, respectively. Investment income includes interest income, realized gains and losses from sales of customer trust funds’ investments, and unrealized credit losses determined to be other-than-temporary.

The amortized cost of customer trust funds as of as of March 31, 2018 and December 31, 2017, is comprised of the original cost of assets acquired. The amortized cost and fair values of investments of customer trust funds available for sale at as of March 31, 2018 and December 31, 2017, are as follows:

Investments of Customer Trust Funds at March 31, 2018

	Amortized Cost		Gross Unrealized					Fair Value
			Gain		Loss
Money market securities, investments carried at cost and other cash equivalents	$	2,191.8						$	2,191.8
Available for sale investments:
U.S. government and agency securities		623.1		—		(14.4	)		608.7
Canadian and provincial government securities		411.9		4.8		(1.9	)		414.8
Corporate debt securities		781.9		0.5		(4.8	)		777.6
Asset-backed securities		264.6		0.1		(3.1	)		261.6
Mortgage-backed securities		12.9		—		(0.3	)		12.6
Other securities		17.0		—		(0.2	)		16.8
Total available for sale investments		2,111.4		5.4		(24.7	)		2,092.1
Invested customer trust funds		4,303.2	$	5.4	$	(24.7	)		4,283.9
Trust receivables		10.0							10.0
Total customer trust funds	$	4,313.2						$	4,293.9

Investments of Customer Trust Funds at December 31, 2017

	Amortized Cost		Gross Unrealized					Fair Value
			Gain		Loss
Money market securities, investments carried at cost and other cash equivalents	$	2,309.3	$	—	$	—		$	2,309.3
Available for sale investments:
U.S. government and agency securities		584.6		0.1		(7.1	)		577.6
Canadian and provincial government securities		418.2		6.6		(1.5	)		423.3
Corporate debt securities		472.3		0.8		(2.5	)		470.6
Asset-backed securities		280.8		—		(1.8	)		279.0
Mortgage-backed securities		15.0		—		(0.2	)		14.8
Other securities		17.0		—		(0.2	)		16.8
Total available for sale investments		1,787.9		7.5		(13.3	)		1,782.1
Invested customer trust funds		4,097.2	$	7.5	$	(13.3	)		4,091.4
Trust receivables (a)		8.3							8.3
Total customer trust funds	$	4,105.5						$	4,099.7

The following represents the gross unrealized losses and the related fair value of the investments of customer trust funds available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018.    

	Less than 12 months					12 months or more					Total
	Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
U.S. government and agency securities	$	(9.5	)	$	493.6	$	(4.9	)	$	112.0	$	(14.4	)	$	605.6
Canadian and provincial government securities		(1.9	)		138.1		—			—		(1.9	)		138.1
Corporate debt securities		(4.0	)		300.8		(0.8	)		39.0		(4.8	)		339.8
Asset-backed securities		(2.9	)		211.9		(0.2	)		17.8		(3.1	)		229.7
Mortgage-backed securities		(0.1	)		3.3		(0.2	)		9.1		(0.3	)		12.4
Other securities			(a)		5.0		(0.2	)		12.5		(0.2	)		17.5
Total available for sale investments	$	(18.4	)	$	1,152.7	$	(6.3	)	$	190.4	$	(24.7	)	$	1,343.1

(a) These investments have been in an unrealized loss position; however, the amount of unrealized loss is less than $0.05.

Management does not believe that any individual unrealized loss as of March 31, 2018, represents an other-than-temporary impairment. The unrealized losses are primarily attributable to changes in interest rates and not to credit deterioration. We currently do not intend to sell or expect to be required to sell the securities before the time required to recover the amortized cost.

The amortized cost and fair value of investment securities available for sale at March 31, 2018, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or to prepay obligations with or without call or prepayment penalties.

	March 31, 2018
	Cost		Fair Value
Due in one year or less	$	2,864.5	$	2,864.6
Due in one to three years		525.6		522.0
Due in three to five years		544.8		538.0
Due after five years		368.3		359.3
Invested customer trust funds	$	4,303.2	$	4,283.9

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Property, Plant, and Equipment

3 Months Ended

Mar. 31, 2018

Property, Plant, and Equipment

7. Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

	March 31,			December 31,
	2018			2017
Land	$	7.5		$	7.5
Software		212.1			207.2
Machinery and equipment		123.0			122.1
Buildings and improvements		36.8			36.6
Total property, plant, and equipment		379.4			373.4
Accumulated depreciation		(276.0	)		(269.6	)
Property, plant, and equipment, net	$	103.4		$	103.8

Depreciation expense of property, plant, and equipment totaled $9.4 and $8.7 for the three months ended March 31, 2018, and 2017, respectively.

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Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2018

Goodwill and Intangible Assets

8. Goodwill and Intangible Assets

Goodwill

Goodwill and changes therein were as follows for the three months ended March 31, 2018 and the year ended December 31, 2017:

	HCM			LifeWorks			Total
Balance at December 31, 2016	$	1,933.1		$	124.9		$	2,058.0
Translation		27.9			1.4			29.3
Balance at December 31, 2017		1,961.0			126.3			2,087.3
Translation		(11.0	)		(0.5	)		(11.5	)
Balance at March 31, 2018	$	1,950.0		$	125.8		$	2,075.8

Intangible Assets

Other intangible assets consist of the following as of March 31, 2018:

	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
Customer lists and relationships	$	246.8	$	(213.2	)	$	33.6		5-15
Trade name		173.9		(2.0	)		171.9		—
Technology		154.4		(153.3	)		1.1		2-7
Total other intangible assets	$	575.1	$	(368.5	)	$	206.6

Other intangible assets consist of the following as of December 31, 2017:

	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
Customer lists and relationships	$	248.4	$	(209.3	)	$	39.1		5-15
Trade name		174.0		(2.1	)		171.9		—
Technology		155.6		(154.2	)		1.4		2-7
Total other intangible assets	$	578.0	$	(365.6	)	$	212.4

Amortization expense related to definite-lived intangible assets was $5.5 and $5.4 for the three months ended March 31, 2018, and 2017, respectively.

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Debt

3 Months Ended

Mar. 31, 2018

Debt

9. Debt

Overview

Our debt obligations consisted of the following as of the periods presented:

	March 31,		December 31,
	2018		2017
Term Debt, interest rate of 5.4% and 5.1% as of March 31, 2018 and December 31, 2017, respectively	$	657.0	$	657.3
Senior Notes, interest rate of 11.0% as of March 31, 2018 and December 31, 2017, respectively		475.0		475.0
Revolving Credit Facility ($130.0 available capacity less amounts reserved for letters of credit, which were $8.1 and $8.4 as of March 31, 2018 and December 31, 2017, respectively)		—		—
Total debt		1,132.0		1,132.3
Less unamortized discount on Term Debt		0.7		0.9
Less unamortized debt issuance costs on Senior Notes and Term Debt		10.8		11.6
Less current portion of long-term debt		—		—
Long-term debt, less current portion	$	1,120.5	$	1,119.8

Senior Secured Credit Facility

Ceridian entered into a credit agreement dated as of November 14, 2014, pursuant to the terms of which Ceridian became borrower of (i) a $702.0 term loan debt facility (the “Term Debt”) and (ii) a $130.0 revolving credit facility (the “Revolving Credit Facility”) (the Term Debt and the Revolving Credit Facility are together referred to as the “Senior Secured Credit Facility”). The Senior Secured Credit Facility is secured by all assets of Ceridian and is senior to Ceridian’s other debt. The Term Debt has a maturity date of September 2020, and the Revolving Credit Facility has a maturity date of September 2019. During the three months ended March 31, 2018, Ceridian made a final mandatory pre-payment of $0.3 towards the principal balance of the Term Debt from the proceeds received from the 2016 sale of our United Kingdom and Ireland business.

Senior Notes

Ceridian issued its senior notes due 2021 (“Senior Notes”) on October 1, 2013, in the principal amount of $475.0 guaranteed by Parent and its payment systems business unit (“Comdata”). In connection with the Parent’s divestiture of Comdata on November 14, 2014, Ceridian met the credit conditions to allow the Senior Notes to transition to stand-alone obligations of Ceridian. The Senior Notes are unsecured.

Future Payments and Maturities of Debt

The future principal payments and maturities of our indebtedness are as follows:

Years Ending December 31,	Amount
2018	$	—
2019		—
2020		657.0
2021		475.0
2022		—
Thereafter		—
	$	1,132.0

Fair Value of Debt

Our debt does not trade in active markets. Based on the borrowing rates currently available to us for bank loans with similar terms and average maturities and the limited trades of our debt, the fair value of our indebtedness was estimated to be $1,150.2 and $1,154.1 as of March 31, 2018 and December 31, 2017, respectively.

Debt Refinancing

Using the net proceeds received from the IPO and concurrent private placement, we satisfied and discharged the indenture governing our Senior Notes on April 30, 2018, and the Senior Notes will be redeemed as of May 30, 2018. Concurrently, we completed the refinancing of our Senior Secured Credit Facility. Please refer to Note 19, “Subsequent Events,” for further discussion of these transactions.

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Employee Benefit Plans

3 Months Ended

Mar. 31, 2018

Employee Benefit Plans

10. Employee Benefit Plans

The components of net periodic cost for our defined benefit pension plan and for our postretirement benefit plan are included in the following tables:

	Three Months ended March 31,
	2018			2017
Net Periodic Pension Cost
Interest cost	$	4.1		$	4.3
Expected return on plan assets		(6.5	)		(6.6	)
Actuarial loss amortization		3.6			3.2
Net periodic pension cost	$	1.2		$	0.9

	Three Months ended March 31,
	2018			2017
Net Periodic Postretirement Benefit
Service cost	$	(0.1	)	$	(0.1	)
Interest cost		0.1			0.1
Actuarial gain amortization		(0.6	)		(0.6	)
Net periodic postretirement benefit gain	$	(0.6	)	$	(0.6	)

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Share-Based Compensation

3 Months Ended

Mar. 31, 2018

Share-Based Compensation

11. Share-Based Compensation

HCM Share-Based Compensation Plans

Prior to November 1, 2013, Ceridian employees participated in a share-based compensation plan of the ultimate parent of Ceridian. The 2007 Stock Incentive Plan (“2007 SIP”) authorized the issuance of up to 10,540,540 shares of common stock of Parent to eligible participants through stock options and stock awards. Eligible participants in the 2007 SIP included the Parent’s directors, employees and consultants.

Effective November 1, 2013, most participants who held stock options under the 2007 SIP converted their options to a newly created option plan, the 2013 Ceridian HCM Holding Inc. Stock Incentive Plan (“2013 HCM SIP”). A small number of participants maintained their stock options in the 2007 SIP. As of March 31, 2018, there were 10,000 stock options outstanding under the 2007 SIP.

The 2013 HCM SIP authorized the issuance of up to 12,500,000 shares of common stock of Ceridian to eligible participants through stock options and other stock awards. On March 20, 2017, the Board of Directors approved an increase to the number of authorized shares under the 2013 HCM SIP to 15,000,000. Eligible participants in the 2013 HCM SIP include Ceridian’s directors, employees, and consultants.

As part of the 2013 HCM SIP, the Board of Directors approved a stock appreciation rights program that authorized the issuance of up to 600,000 stock appreciation rights. As of March 31, 2018, there were 260,850 outstanding stock appreciation rights.

As of March 31, 2018, there were 1,823,963 shares available for future grants of stock options and stock awards under the 2013 HCM SIP.

Stock options awarded under the 2013 HCM SIP vest either annually on a pro rata basis over a four- or five-year period or on a specific date if certain performance criteria are satisfied and certain equity values are attained. In addition, upon termination of employment, all vested options become eligible to be exercised generally within 90 days after termination. The stock option awards have a 10-year contractual term and have an exercise price that is not less than the fair market value of the underlying stock on the date of grant.

Share-based compensation expense for the HCM plans was $2.7 and $4.2 for three months ended March 31, 2018, and 2017, respectively.

On April 24, 2018, in connection with the IPO, the Board of Directors approved the 2018 Equity Incentive Plan (“2018 EIP”), which authorizes the issuance of up to 13,500,000 shares of common stock to eligible participants through equity awards. Concurrent with the IPO, 4,673,605 stock options were granted to current employees under the 2018 EIP. The exercise price of such stock options is $22.00, the IPO price, and the options will vest over four years.

Performance-Based Stock Options

Performance-based option activity for the period the period is as follows:

	Shares			Weighted Average  Exercise  Price (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		1,035,647		$	13.46			3.5	$	—
Granted		—			—			—		—
Exercised		—			—			—		—
Forfeited or expired		(5,572	)		(13.46	)		—		—
Options outstanding at March 31, 2018		1,030,075		$	13.46			3.2	$	—

As of March 31, 2018, there was $5.3 of share-based compensation expense related to unvested performance-based stock options not yet recognized.

Term-Based Stock Options

Term-based option activity for the period is as follows:

	Shares			Weighted Average  Exercise  Price  (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		10,991,681		$	16.52			6.9	$	48.8
Granted		175,000			20.96			—		—
Exercised		(17,357	)		(19.76	)		—		—
Forfeited or expired		(41,988	)		(17.38	)		—		—
Options outstanding at March 31, 2018		11,107,336		$	16.59			6.7	$	48.5
Options exercisable at March 31, 2018		7,214,169		$	16.19			5.6	$	34.4

As of March 31, 2018, there was $20.8 of share-based compensation expense related to unvested term based awards not yet recognized, which is expected to be recognized over a weighted average period of 1.2 years. As of March 31, 2018, there were 7,214,169 vested term-based stock options.

Restricted Stock Units

Restricted stock units (“RSUs”) activity for the period is as follows.

	Shares
RSUs outstanding at December 31, 2017		605,990
Granted		—
Shares issued upon vesting of RSUs		(76,190	)
Forfeited or canceled		—
RSUs outstanding at March 31, 2018		529,800
RSUs releasable at March 31, 2018		125,000

During the three months ended March 31, 2018, 201,190 restricted stock units vested. Of the vested restricted stock units, 76,190 shares of common stock were issued, and 125,000 restricted stock units remained vested and releasable. As of March 31, 2018, there were 404,800 unvested restricted stock units outstanding. Restricted stock units generally vest annually over a three- or four-year period. As of March 31, 2018, there was $6.3 of share-based compensation expense related to unvested restricted stock units not yet recognized, which expected to be recognized over a weighted average period of 3.0 years.

Joint Venture Company Share-Based Compensation Plan

In connection with the formation of the Joint Venture Company, a share-based compensation scheme under English law (the “JV SIP”) was created. The JV SIP has authorized the issuance of 3,551,911 options to purchase Class C or Class D shares of the Joint Venture Company. Class C shares are ordinary shares in the Joint Venture Company with rights and liquidation preferences comparable to Class B shares. Class D shares are ordinary shares in the Joint Venture Company with rights and liquidation preferences comparable to Class A shares. Eligible participants in the JV SIP include the Joint Venture Company directors and employees.

Share-based compensation expense for the JV SIP was $0.2 and $0.3 for the years ended March 31, 2018 and 2017, respectively.

Class C Stock Options

Class C stock option activity for the period is as follows:

	Shares			Weighted Average  Exercise  Price  (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		1,104,474		$	2.44			6.9	$	3.0
Granted		31,416			3.90			—		—
Exercised		—			—			—		—
Forfeited or expired		(21,590	)		(4.57	)		—		—
Options outstanding at March 31, 2018		1,114,300		$	2.44			6.7	$	3.1
Options exercisable at March 31, 2018		624,820		$	1.74			6.5	$	2.2

Class D Stock Options

Class D stock option activity for the period is as follows:

	Shares			Weighted Average  Exercise  Price  (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		986,525		$	8.60			5.8	$	1.0
Granted		31,414			7.91			—		—
Exercised		—			—			—		—
Forfeited or expired		(26,200	)		(8.83	)		—		—
Options outstanding at March 31, 2018		991,739		$	8.57			5.5	$	1.1
Options exercisable at March 31, 2018		404,014		$	8.58			5.5	$	0.4

As of March 31, 2018, there was $2.4 of share-based compensation related to unvested awards not yet recognized, which is expected to be recognized over a weighted average period of 1.8 years. As of March 31, 2018, there were 624,820 vested Class C options and 404,014 vested Class D options.

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Supplementary Data to Statements of Operations

3 Months Ended

Mar. 31, 2018

Supplementary Data to Statements of Operations

12. Supplementary Data to Statements of Operations

Other (income) expense, net consisted of foreign currency translation income of $2.8 for the three months ended March 31, 2018, and foreign currency translation expense of $0.9 for the three months ended March 31, 2017. For the three months ended March 31, 2018, and 2017, the foreign currency translation is primarily related to foreign currency remeasurement gains and losses resulting from intercompany receivables or payables denominated in foreign currencies.

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Accumulated Other Comprehensive Income (Loss)

3 Months Ended

Mar. 31, 2018

Accumulated Other Comprehensive Income (Loss)

13. Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) from Invested Customer Trust Funds			Pension Liability Adjustment			Total
Balance as of December 31, 2017	$	(160.6	)	$	(9.0	)	$	(142.5	)	$	(312.1	)
Other comprehensive income (loss) before income taxes and reclassifications		(15.9	)		(13.4	)		(0.1	)		(29.4	)
Income tax benefit		—			0.8			—			0.8
Reclassifications to earnings		—			—			3.0			3.0
Other comprehensive income (loss) attributable to Ceridian		(15.9	)		(12.6	)		2.9			(25.6	)
Balance as of March 31, 2018	$	(176.5	)	$	(21.6	)	$	(139.6	)	$	(337.7	)

During the three months ended March 31, 2018, other comprehensive loss attributable to noncontrolling interest was $0.2, entirely related to foreign currency translation. During the three months ended March 31, 2017, other comprehensive income attributable to noncontrolling interest was $0.1, entirely related to foreign currency translation.

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Income Taxes

3 Months Ended

Mar. 31, 2018

Income Taxes

14. Income Taxes

Our income tax provision (benefit) represents federal, state, and international taxes on our income recognized for financial statement purposes, which includes the effect of temporary differences between financial statement income and income recognized for tax return purposes. Our income tax provision is negatively affected by the need for a valuation allowance against our deferred tax assets. We record a valuation allowance to reduce our deferred tax asset when it is more likely than not that all or a portion of the deferred tax asset will not be realized. In determining the requirement for a valuation allowance, we assess the available positive and negative evidence to estimate if sufficient future taxable income will be generated to utilize our deferred tax assets not already identified as requiring a valuation allowance. As of March 31, 2018, and December 31, 2017, excluding the Joint Venture Company, we continued to record a full valuation allowance against our domestic deferred tax assets that are not offset by the reversal of deferred tax liabilities. In the future, if it is determined that we no longer have a requirement to record a valuation allowance against all or a portion of our deferred tax assets, the release of the valuation allowance would have a positive impact on our income tax provision.

On December 22, 2017, the Tax Cut and Jobs Act legislation (the “Act”) was signed into law. The Act made broad and complex changes to the U.S. tax code including: (a) lower U.S. federal corporate income tax rate from 35% to 21% effective January 1, 2018, (b) accelerated expensing of qualified capital investments for a specific period, and (c) a transition from a worldwide tax system to a territorial tax system.

ASC 740, Income Taxes, requires a company to record the effects of a tax law change in the period of enactment; however, shortly after enactment of the Tax Act, the SEC staff issued Staff Accounting Bulletin (“SAB”) 118, which allows a company to record a provisional amount when it does not have the necessary information available to complete its accounting for the change in the tax law. The FASB subsequently issued ASU 2018-05 to codify SAB 118 by amending ASC 740. ASU 2018-05 continues to allow a company to record a provisional amount when it does not have the necessary information available, prepared, or analyzed in reasonable detail to complete its accounting for the change in the tax law. The measurement period ends when the company has obtained, prepared, and analyzed the information necessary to finalize its accounting, but cannot extend beyond one year.

We recorded income tax expense of $6.8 during the three months ended March 31, 2018. Included in this amount are the estimated impacts of requiring a current inclusion in U.S. federal income of certain earnings of controlled foreign corporations, allowing a domestic corporation an immediate deduction in the U.S. taxable income for a portion of its foreign-derived intangible income, and the base erosion anti-abuse tax.

In January and April of 2018, the Internal Revenue Service (the “IRS”) issued guidance that provides additional clarification on certain aspects of the transition tax calculation. We did not record any change to our transition tax liability during the three months ended March 31, 2018. We are considering the additional IRS guidance as we continue to gather additional information related to the transition tax estimates and deferred tax estimates to more precisely compute the transition tax and remeasurement of deferred taxes. We anticipate additional IRS guidance relative to the impacts of the Act will be forthcoming throughout 2018.

The total amount of unrecognized tax benefits as of March 31, 2018, and December 31, 2017, were $10.5, including $2.1 of accrued interest, and $10.5, including $2.2 of accrued interest, respectively. Of the total amount of unrecognized tax benefits as of March 31, 2018, $9.9 represents the amount that, if recognized, would favorably impact our effective income tax rate. It is reasonable to expect that the amount of unrecognized tax benefits will change in the next twelve months; however, we do not expect the change to have a significant impact on our results of operations or financial condition.

We file income tax returns in the U.S. federal jurisdiction, various states, and foreign jurisdictions. With a few exceptions we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2014.

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Commitments and Contingencies

3 Months Ended

Mar. 31, 2018

Commitments and Contingencies

15. Commitments and Contingencies

Legal Matters

We are subject to claims and a number of judicial and administrative proceedings considered normal in the course of our current and past operations, including employment-related disputes, contract disputes, disputes with our competitors, intellectual property disputes, government audits and proceedings, customer disputes, and tort claims. In some proceedings, the claimant seeks damages as well as other relief, which, if granted, would require substantial expenditures on our part.

Our general terms and conditions in customer contracts frequently include a provision indicating we will indemnify and hold our customers harmless from and against any and all claims alleging that the services and materials furnished by us violate any third party’s patent, trade secret, copyright or other intellectual property right. We are not aware of any material pending litigation concerning these indemnifications.

Some of these matters raise difficult and complex factual and legal issues and are subject to many uncertainties, including the facts and circumstances of each particular action, and the jurisdiction, forum, and law under which each action is proceeding. Because of these complexities, final disposition of some of these proceedings may not occur for several years. As such, we are not always able to estimate the amount of our possible future liabilities, if any.

There can be no certainty that we may not ultimately incur charges in excess of presently established or future financial accruals or insurance coverage. Although occasional adverse decisions or settlements may occur, it is management’s opinion that the final disposition of these proceedings will not, considering the merits of the claims and available resources or reserves and insurance, and based upon the facts and circumstances currently known, have a material adverse effect on our financial position or results of operations.

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Related Party Transactions

3 Months Ended

Mar. 31, 2018

Related Party Transactions

16. Related Party Transactions

Management Agreements

Ceridian is party to management agreements with affiliates of our Sponsors, Fidelity National Financial, Inc. (“FNF”) and THLM. FNF assigned its management agreement to Cannae in November 2017. Pursuant to these management agreements, Cannae and THLM each, respectively, agree to provide the Company with financial advisory, strategic, and general oversight services. These management agreements provide that we will pay annual management fees to each of Cannae and THLM in an amount equal to the greater of (a) $0.9, or (b) 0.5 percent of Adjusted EBITDA. Adjusted EBITDA, for purposes of the management agreements, is EBITDA as defined in the Ceridian Senior Secured Credit Facility, further adjusted to exclude the payments made pursuant to the management agreements and certain stock options or other equity compensation.

We recorded a management fee expense in selling, general, and administrative expense of $0.5, and $0.5 for the three months ended March 31, 2018, and 2017, respectively, related to these management agreements.

In April 2018, the management agreements terminated upon consummation of our IPO. Upon termination, the management agreements provided that we pay a termination fee equal to the net present value of the management fee for a seven year period, which was $11.3 million.

Indebtedness

Prior to its split-off from FNF, Cannae was an affiliate of FNF. FNF and its subsidiaries owned $24.0 and $24.0 of the Senior Notes as of March 31, 2018, and December 31, 2017, respectively. Based on this ownership, $0.8 and $0.8 in interest payments were made to FNF and its subsidiaries during the three months ended March 31, 2018, and 2017, respectively. FNF and its subsidiaries conducted the debt transactions through third parties in the ordinary course of their business and not directly with us. Following Cannae’s split-off from FNF, FNF retained ownership of the Senior Notes.

Service and Vendor Related Agreements

Ceridian is a party to a service agreement with CompuCom Systems, Inc. (“CompuCom”), an investment portfolio company of THL Partners. Pursuant to the service agreement, CompuCom agrees to provide us with service desk and desk side support services. Pursuant to this arrangement, we made payments to CompuCom totaling $0.2, and $0.5 during the three months ended March 31, 2018, and 2017, respectively.

Other Transactions

We provide Dayforce and related services to The Stronach Group, for which we recorded revenue of $0.1 for the three months ended March 31, 2018. Alon Ossip, the brother of David Ossip, is the chief executive officer of The Stronach Group.

We provide Dayforce and related services to FNF for which we recorded revenue of $0.1 and $0.3 for the three months ended March 31, 2018, and 2017, respectively.

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Financial Data by Segment and Geographic Area

3 Months Ended

Mar. 31, 2018

Financial Data by Segment and Geographic Area

17. Financial Data by Segment and Geographic Area

Segments

As of March 31, 2018, Ceridian had two operating and reportable segments, HCM and LifeWorks, based on the separate management teams, solutions, and objectives of the businesses. Our operating and reportable segments align with how management monitored operating performance, allocates resources, and deploys capital. There were two chief operating decision makers (“CODM”), the Chief Executive Officer (“CEO”) of HCM and the CEO of LifeWorks. Both reported directly to their separate Boards of Directors.

Segment performance is based on revenues and operating income or income (loss) before interest expense and income taxes. Interest expense and income taxes are not indicative of operating performance, and, as a result are not included in the measures that are reviewed by the CODMs. The amounts in the following tables are obtained from reports used by our senior management team. There are no significant non-cash items reported in segment profit or loss other than depreciation and amortization and share-based compensation. Total assets by segment were $6,723.8 for HCM and $155.7 for LifeWorks as of March 31, 2018, and $6,573.7 for HCM and $156.2 for LifeWorks as of December 31, 2017. Please refer to Note 8, “Goodwill and Intangible Assets,” for goodwill balances by segment.

	Three Months ended March 31, 2018
	HCM		LifeWorks			Total
Cloud revenue	$	125.2	$	—		$	125.2
Bureau revenue		62.0		—			62.0
LifeWorks revenue		—		21.7			21.7
Total revenue		187.2		21.7			208.9
Operating profit (loss)		27.3		(0.9	)		26.4
Depreciation and amortization		13.9		1.0			14.9
Capital expenditures	$	10.3	$	—		$	10.3

	Three Months ended March 31, 2017
	HCM		LifeWorks		Total
Cloud revenue	$	90.7	$	—	$	90.7
Bureau revenue		76.7		—		76.7
LifeWorks revenue		—		19.6		19.6
Total revenue		167.4		19.6		187.0
Operating profit		10.9		1.3		12.2
Depreciation and amortization		13.1		1.0		14.1
Capital expenditures	$	8.7	$	0.1	$	8.8

Our Solutions

We categorize our solutions into three categories: Cloud HCM (“Cloud”), Bureau HCM (“Bureau”), and LifeWorks offerings.

• Cloud revenue is generated from HCM solutions that are delivered via two cloud offerings: Dayforce and Powerpay. The Dayforce offering is differentiated from our market competition as being a single application that offers a comprehensive range of functionality, including global HR, payroll, benefits, workforce management, and talent management on web and native iOS and Android platforms. Dayforce revenue is primarily generated from monthly recurring fees charged on a PEPM basis, generally one-month in advance of service. Also included within Dayforce revenue is implementation, staging, and other professional services revenue; revenues from the sale, rental, and maintenance of time clocks; and billable travel expenses. The Powerpay offering is our solution designed primarily for small market Canadian customers. The typical Powerpay customer has fewer than 20 employees, and the majority of the revenue is generated from recurring fees charged on a per-employee, per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to the direct revenue earned from the Dayforce and Powerpay offerings, Cloud revenue also includes investment income generated from holding Cloud customer funds in trust before funds are remitted to taxing authorities, Cloud customer employees, or other third parties; and revenue from the sale of third party services.

• Bureau revenue is generated primarily from HCM solutions delivered via a service-bureau model. These solutions are delivered via three primary service lines: payroll, payroll-related tax filing services, and outsourced human resource solutions. Revenue from payroll services is generated from recurring fees charged on a per-process basis. Typical processes include the customer’s payroll runs, year-end tax packages, and delivery of customers’ remittance advices or checks. In addition to customers who use our payroll services, certain customers use our tax filing services on a stand-alone basis. Our outsourced human resource solutions are tailored to meet the needs of individual customers, and entail our contracting to perform many of the duties of a customer’s human resources department, including payroll processing, time and labor management, performance management, and recruiting. We also perform HCM-related individual services for customers, such as check printing, wage attachment and disbursement, and ACA management. Additional items included in Bureau revenue are custom professional services revenue; investment income generated from holding Bureau customer funds in trust before funds are remitted to taxing authorities, Bureau customer employees, or other third parties; consulting services related to Bureau offerings; and revenue from the sale of third party services.

• LifeWorks joint venture revenue is primarily generated from employee assistance, wellness, recognition, and incentive programs offered directly by LifeWorks in the United States, Canada, the United Kingdom and various other countries through LifeWorks’ network of contractors. LifeWorks offers employee engagement services, such as employee assistance programs, social recognition, discounts from participating vendors, a private social network, employee and corporate wellness, and employee engagement analytics.

Revenue by solution is as follows:

	Three Months ended March 31,
	2018		2017
Cloud	$	125.2	$	90.7
Bureau		62.0		76.7
LifeWorks		21.7		19.6
Total revenue	$	208.9	$	187.0

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Net Loss per Share

3 Months Ended

Mar. 31, 2018

Net Loss per Share

18. Net Loss per Share

We compute net loss per share of common stock using the treasury stock method.

Basic net loss per share is computed by dividing net loss attributable to Ceridian available to common stockholders by the weighted-average number of shares of common stock outstanding during the period.

For the calculation of diluted net loss per share, net loss per share is adjusted by the effect of dilutive securities, including awards under our share-based compensation plans. Diluted net loss per share is computed by dividing the resulting net loss attributable to Ceridian available to common stockholders by the weighted-average number of fully diluted common shares outstanding. During the three months ended March 31, 2018, and 2017, our potential dilutive shares, such as stock options, RSUs, and shares of senior and junior convertible preferred stock were not included in the computation of diluted net loss per share as the effect of including these shares in the calculation would have been anti-dilutive.

The numerators and denominators of the basic and diluted net loss per share computations are calculated as follows:

	Three Months ended March 31,
	2018			2017
Numerator:
Net loss attributable to Ceridian	$	(2.1	)	$	(11.2	)
Less: Income from discontinued operations		—			0.5
Net loss from continuing operations attributable to Ceridian		(2.1	)		(11.7	)
Less: Senior Preferred Stock dividends declared		5.3			4.7
Net loss from continuing operations attributable to Ceridian available to common stockholders	$	(7.4	)	$	(16.4	)
Denominator:
Weighted-average shares outstanding—basic		65,314,462			65,034,610
Weighted-average shares outstanding—diluted		65,314,462			65,034,610
Net loss per share from continuing operations attributable to Ceridian—basic and diluted	$	(0.11	)	$	(0.25	)
Net income per share from discontinued operations—basic and diluted	$	—		$	0.01
Net loss per share attributable to Ceridian—basic and diluted	$	(0.11	)	$	(0.24	)

The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive:

	Three Months ended March 31,
	2018		2017
Senior convertible preferred stock		16,802,144		16,802,144
Junior convertible preferred stock		58,244,308		58,244,308
Stock options		12,055,839		10,715,493
Outstanding RSUs		581,440		218,741

Pro Forma Net Loss Per Share

Pro forma basic and diluted net loss per share for the three months ended March 31, 2018, has been computed to reflect the number of shares that will be outstanding after the internal corporate reorganization subsequent to our IPO and concurrent private placement, in which our senior convertible preferred stock and junior convertible preferred stock was converted into common stock. Pro forma basic and diluted net loss per share does not give effect to our IPO or concurrent private placement and the use of proceeds therefrom.

The numerators and denominators of pro forma basic and diluted net loss per share computations are calculated as follows:

	Three Months ended March 31,
	2018
Numerator:
Net loss attributable to Ceridian	$	(2.1	)
Less: Income from discontinued operations		—
Net loss from continuing operations attributable to Ceridian	$	(2.1	)
Denominator:
Weighted-average shares outstanding—basic and diluted		65,314,462
Pro forma adjustment to reflect assumed conversion of senior convertible preferred stock		13,124,574
Pro forma adjustment to reflect assumed conversion of junior convertible preferred stock		29,122,075
Pro forma weighted-average shares outstanding used to computed pro forma net loss per share—basic and diluted		107,561,111
Pro forma net loss per share from continuing operations attributable to Ceridian—basic and diluted	$	(0.02	)
Pro forma net income per share from discontinued operations—basic and diluted	$	—
Pro forma net loss per share attributable to Ceridian—basic and diluted	$	(0.02	)

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Subsequent Events

3 Months Ended

Mar. 31, 2018

Subsequent Events

19. Subsequent Events

Reverse Stock Split

On April 10, 2018, we effected a 1-for-2 reverse stock split of our common stock. All of the common share and per share information referenced throughout this interim report have been retroactively adjusted to reflect this reverse stock split.

Initial Public Offering and Concurrent Private Placement

On April 30, 2018, we completed our initial public offering (“IPO”), in which we issued and sold 21,000,000 shares of common stock at a public offering price of $22.00 per share. We granted the underwriters a 30-day option to purchase an additional 3,150,000 shares of common stock at the offering price, which was exercised in full. A total of 24,150,000 shares of common stock were issued on April 30, 2018, with gross proceeds of $531.3 from the IPO before deducting underwriting discounts, commissions, and other offering expenses. Immediately subsequent to the closing of our IPO on April 30, 2018, THL / Cannae Investors LLC, one of our existing stockholders controlled by our Sponsors, purchased from us in a private placement $100.0 of our common stock at a price per share equal to the offering price. Based on the offering price of $22.00 per share, 4,545,455 shares were issued in this private placement. The condensed consolidated financial statements as of March 31, 2018, including share and per share amounts, do not give effect to the IPO, concurrent private placement, or the internal corporate reorganization discussed in Note 1, “Organization,” as the IPO and related transactions were completed subsequent to March 31, 2018.

Debt Refinancing

Concurrently with closing of the IPO and the concurrent private placement, we applied the net proceeds from the IPO to satisfy and to discharge the indenture governing our outstanding $475.0 principal amount Senior Notes, and they will be redeemed on May 30, 2018. We also refinanced our remaining indebtedness under our (i) $702.0 (original principal amount) Senior Term Debt and (ii) $130.0 Revolving Credit Facility, including accrued interest and related costs and expenses, with new senior credit facilities consisting of a $680.0 term loan debt facility and a $300.0 revolving credit facility.

LifeWorks Disposition

Contemporaneously with the IPO and concurrent private placement, we distributed our interest in LifeWorks to our existing stockholders of record prior to the IPO on a pro rata basis in accordance with their pro rata interests in us. As a result of the LifeWorks Disposition, we no longer have any material obligations under the LifeWorks joint venture agreement. In addition, upon completion of the LifeWorks Disposition, LifeWorks is no longer a separate reportable segment, and we will no longer have a non-controlling interest on our consolidated financial statements.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2018

Basis of Presentation

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) for interim financial information. Accordingly, they do not include all of the information and notes required by U.S. GAAP for complete financial statements. The accounting policies we follow are set forth in Note 2, “Summary of Significant Accounting Policies,” to Ceridian’s audited consolidated financial statements, included in our audited consolidated financial statements and notes thereto for the year ended December 31, 2017 (our “2017 Annual Report”), included within our prospectus dated April 25, 2018, as filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2018, pursuant to Rule 424(b) under the Securities Act of 1933, as amended (File No. 333-223905) (the “Prospectus”). The following notes should be read in conjunction with such policies and other disclosures in our 2017 Annual Report and Prospectus.

In the opinion of management, the unaudited condensed consolidated financial statements contained herein reflect all adjustments (consisting only of normal recurring adjustments, except as set forth in these notes to condensed consolidated financial statements) necessary to present fairly in all material aspects the financial position, results of operations, comprehensive loss, and cash flows from all periods presented. Interim results are not necessarily indicative of results for a full year.

Reverse Stock Split

Reverse Stock Split

On April 10, 2018, we effected a 1-for-2 reverse stock split of our common stock. All of the common share and per share information referenced throughout this interim report have been retroactively adjusted to reflect this reverse stock split. Please refer to Note 19, “Subsequent Events,” for further discussion of other transactions occurring after period end which are not reflected in the condensed consolidated financial statements.

Use of Estimates

Use of Estimates

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of our financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Estimates that could significantly affect our results of operations or financial condition involve the assignment of fair values to goodwill and other intangible assets, the testing of impairment of long-lived assets, the determination of our liability for pensions and postretirement benefits, the determination of fair value of stock options granted, and the resolution of tax matters and legal contingencies. Please refer to our 2017 Annual Report for a further discussion of these estimates.

Internally Developed Software Costs

Internally Developed Software Costs

In accordance with Accounting Standards Codification (“ASC”) Topic 350, we capitalize costs associated with software developed or obtained for internal use when both the preliminary project stage is completed and our management has authorized further funding for the project, which it deems probable of completion. Capitalized software costs include only: (1) external direct costs of materials and services consumed in developing or obtaining the software; (2) payroll and payroll-related costs for employees who are directly associated with and who devote time to the project; and (3) interest costs incurred while developing the software. Capitalization of these costs ceases no later than the point at which the project is substantially complete and ready for its intended purpose. We do not include general and administrative costs and overhead costs in capitalizable costs. We charge research and development costs and other software maintenance costs related to software development to earnings as incurred.

Foreign Currency Translation

Foreign Currency Translation

We have international operations whereby the local currencies serve as functional currencies. We translate foreign currency denominated assets and liabilities at the end-of-period exchange rates and foreign currency denominated statements of operations at the weighted-average exchange rates for each period. We report the effect of changes in the U.S. dollar carrying values of assets and liabilities of our international operations that are due to changes in exchange rates between the U.S. dollar and their functional currency as foreign currency translation within accumulated other comprehensive income (loss) in the accompanying condensed consolidated statements of comprehensive income (loss). Gains and losses from transactions and translation of assets and liabilities denominated in currencies other than the functional currency of the international operation are recorded in the condensed consolidated statements of operations within other expense, net.

Recently Issued and Adopted Accounting Pronouncements

Recently Issued and Adopted Accounting Pronouncements

In May 2014 the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers,” which replaced all existing revenue guidance created by ASC Topic 606, including prescriptive industry-specific guidance. This standard’s core principle is that an entity will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Entities will need to apply more judgment and make more estimates than under the previous guidance. In July 2015 the FASB deferred the effective date for all entities by one year, making the guidance for non-public companies effective for annual reporting periods beginning after December 15, 2018. Early adoption was permitted to the original effective date of December 15, 2016 (including interim reporting periods within that reporting period). The standard permits the use of either the retrospective or cumulative effect transition method. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933 for complying with new or revised accounting standards. An emerging growth company can, therefore, delay adoption of certain accounting standards until those standards would otherwise apply to private companies. Management has chosen to take advantage of this extended transition period to adopt ASU 2014-09 beginning in the first quarter of 2019. Management anticipates using the retrospective method for adoption.

In preparation for this planned adoption, we have been evaluating the impact of the new standard to our financial statements and accompanying disclosures in the notes to our consolidated financial statements. Our assessment of the impact includes an evaluation of the five-step process set forth in the new standard along with the enhancement of disclosures that will be required. To date, we have developed our initial plan for implementing the standard, which includes identifying customer contracts within the scope of the new standard, identifying performance obligations within those customer contracts, and evaluating the impact of incremental variable consideration paid to obtain those customer contracts. We have also undertaken a comprehensive review of all contracts that fall under the scope of the new standard; and, as of the date of this report, we have substantially completed our review of in-scope contracts.

Based on analysis performed to date, we expect that adoption of the new standard will result in changes to the classification and timing of our revenue recognition. Specifically, we expect an increase in revenue classified as professional services and other revenue and a reduction in revenue classified as recurring services revenue under the new standard, as compared to current U.S. GAAP. Further, we expect that the new standard will result in changes to the timing of our revenue recognition compared to current U.S. GAAP. In compliance with the new standard, a contractual asset will be reflected on the consolidated balance sheets and will be amortized over the customers’ period of benefit, which is generally three years. We also expect changes to the timing of certain incremental selling, general, and administrative expenses, as the new standard will also require capitalizing and amortizing certain selling expenses, such as commissions and bonuses paid to the sales force. These sales expenses will be amortized over the customer’s period of benefit.

In periods of revenue growth, the changes above are expected to result in higher overall earnings before income taxes and net income when compared to current U.S. GAAP. We have not yet determined the impact of the disclosure requirements.

The following table presents the anticipated impacts that the adoption of ASC 606 would have for the periods presented:

	Three Months ended March 31, 2018
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	188.7	$	182.3	$	(6.4	)
Professional services and other		20.2		28.9		8.7
Total revenue	$	208.9	$	211.2	$	2.3
Operating profit	$	26.4	$	30.6	$	4.2

	Three Months ended March 31, 2017
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	171.4	$	165.5	$	(5.9	)
Professional services and other		15.6		22.5		6.9
Total revenue	$	187.0	$	188.0	$	1.0
Operating profit	$	12.2	$	14.6	$	2.4

In February 2016, the FASB issued ASU No. 2016-02, “Leases,” which is intended to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. This standard requires balance sheet recognition for both finance leases and operating leases. This guidance is effective for non-public companies for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The guidance is required to be adopted using a modified retrospective approach. An entity will, in effect, continue to account for leases that commence before the effective date in accordance with previous U.S. GAAP unless the lease is modified, except that lessees are required to recognize a right-of-use asset and a lease liability for all operating leases at each reporting date based on the present value of the remaining minimum rental payments that were tracked and disclosed under previous U.S. GAAP. We are currently evaluating the impact of the adoption of this standard.

In February 2018 the FASB issued ASU 2018-02, “Income Statement—Reporting Comprehensive Income,” which is in response to a narrow-scope financial reporting issue that arose because of the Tax Cuts and Jobs Act. The amendment in this update allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. This amendment is intended to improve the usefulness of information reported to financial statement users by requiring certain disclosures about stranded tax effects. The amendment in this update is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are currently evaluating the impact of the adoption of this standard. Please refer to Note 14, “Income Taxes,” for further discussion of this new guidance.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2018

Accounting Standards Update 2014-09 [Member]

Impact of Adoption of ASC 606 on Revenue

The following table presents the anticipated impacts that the adoption of ASC 606 would have for the periods presented:

	Three Months ended March 31, 2018
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	188.7	$	182.3	$	(6.4	)
Professional services and other		20.2		28.9		8.7
Total revenue	$	208.9	$	211.2	$	2.3
Operating profit	$	26.4	$	30.6	$	4.2

	Three Months ended March 31, 2017
	As Reported		Under ASC 606		Impact
Revenue:
Recurring services	$	171.4	$	165.5	$	(5.9	)
Professional services and other		15.6		22.5		6.9
Total revenue	$	187.0	$	188.0	$	1.0
Operating profit	$	12.2	$	14.6	$	2.4

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Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Operating Results of Discontinued Operations

 The amounts in the table below reflect the operating results and gain on sale of the Divested Benefits Continuation Businesses reported as discontinued operations, as well as supplemental disclosures of the discontinued operations:

	Three Months ended March 31,
	2017
Net revenues	$	—
Loss from operations before income taxes		(0.1	)
Gain on sale of businesses		0.9
Income tax expense		(0.3	)
Income from discontinued operations, net of income taxes	$	0.5

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2018

Financial Assets and Liabilities Measured at Fair Value on Recurring Basis

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

As of March 31, 2018, our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:

	Total		Level 1		Level 2			Level 3
Assets
Available for sale customer trust funds assets	$	2,092.1	$	—	$	2,092.1	(a)	$	—
Total assets measured at fair value	$	2,092.1	$	—	$	2,092.1		$	—

As of December 31, 2017, our financial assets and liabilities measured at fair value on a recurring basis were categorized as follows:

	Total		Level 1		Level 2			Level 3
Assets
Available for sale customer trust funds assets	$	1,782.1	$	—	$	1,782.1	(a)	$	—
Total assets measured at fair value	$	1,782.1	$	—	$	1,782.1		$	—

(a) Fair value is based on inputs that are observable for the asset or liability, other than quoted prices.

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Customer Trust Funds (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Amortized Cost and Fair Values of Investments of Customer Trust Funds Available for Sale

Investments of Customer Trust Funds at March 31, 2018

	Amortized Cost		Gross Unrealized					Fair Value
			Gain		Loss
Money market securities, investments carried at cost and other cash equivalents	$	2,191.8						$	2,191.8
Available for sale investments:
U.S. government and agency securities		623.1		—		(14.4	)		608.7
Canadian and provincial government securities		411.9		4.8		(1.9	)		414.8
Corporate debt securities		781.9		0.5		(4.8	)		777.6
Asset-backed securities		264.6		0.1		(3.1	)		261.6
Mortgage-backed securities		12.9		—		(0.3	)		12.6
Other securities		17.0		—		(0.2	)		16.8
Total available for sale investments		2,111.4		5.4		(24.7	)		2,092.1
Invested customer trust funds		4,303.2	$	5.4	$	(24.7	)		4,283.9
Trust receivables		10.0							10.0
Total customer trust funds	$	4,313.2						$	4,293.9

Investments of Customer Trust Funds at December 31, 2017

	Amortized Cost		Gross Unrealized					Fair Value
			Gain		Loss
Money market securities, investments carried at cost and other cash equivalents	$	2,309.3	$	—	$	—		$	2,309.3
Available for sale investments:
U.S. government and agency securities		584.6		0.1		(7.1	)		577.6
Canadian and provincial government securities		418.2		6.6		(1.5	)		423.3
Corporate debt securities		472.3		0.8		(2.5	)		470.6
Asset-backed securities		280.8		—		(1.8	)		279.0
Mortgage-backed securities		15.0		—		(0.2	)		14.8
Other securities		17.0		—		(0.2	)		16.8
Total available for sale investments		1,787.9		7.5		(13.3	)		1,782.1
Invested customer trust funds		4,097.2	$	7.5	$	(13.3	)		4,091.4
Trust receivables (a)		8.3							8.3
Total customer trust funds	$	4,105.5						$	4,099.7

Schedule of Unrealized Losses and Fair Value

The following represents the gross unrealized losses and the related fair value of the investments of customer trust funds available for sale, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position at March 31, 2018.    

	Less than 12 months					12 months or more					Total
	Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value
U.S. government and agency securities	$	(9.5	)	$	493.6	$	(4.9	)	$	112.0	$	(14.4	)	$	605.6
Canadian and provincial government securities		(1.9	)		138.1		—			—		(1.9	)		138.1
Corporate debt securities		(4.0	)		300.8		(0.8	)		39.0		(4.8	)		339.8
Asset-backed securities		(2.9	)		211.9		(0.2	)		17.8		(3.1	)		229.7
Mortgage-backed securities		(0.1	)		3.3		(0.2	)		9.1		(0.3	)		12.4
Other securities			(a)		5.0		(0.2	)		12.5		(0.2	)		17.5
Total available for sale investments	$	(18.4	)	$	1,152.7	$	(6.3	)	$	190.4	$	(24.7	)	$	1,343.1

(a) These investments have been in an unrealized loss position; however, the amount of unrealized loss is less than $0.05.

Schedule of Amortized Cost and Fair Value of Investment Securities Available for Sale by Contractual Maturity

The amortized cost and fair value of investment securities available for sale at March 31, 2018, by contractual maturity are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or to prepay obligations with or without call or prepayment penalties.

	March 31, 2018
	Cost		Fair Value
Due in one year or less	$	2,864.5	$	2,864.6
Due in one to three years		525.6		522.0
Due in three to five years		544.8		538.0
Due after five years		368.3		359.3
Invested customer trust funds	$	4,303.2	$	4,283.9

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Property, Plant, and Equipment (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Property, Plant, and Equipment

Property, plant, and equipment consist of the following:

	March 31,			December 31,
	2018			2017
Land	$	7.5		$	7.5
Software		212.1			207.2
Machinery and equipment		123.0			122.1
Buildings and improvements		36.8			36.6
Total property, plant, and equipment		379.4			373.4
Accumulated depreciation		(276.0	)		(269.6	)
Property, plant, and equipment, net	$	103.4		$	103.8

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Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Changes in Goodwill

Goodwill and changes therein were as follows for the three months ended March 31, 2018 and the year ended December 31, 2017:

	HCM			LifeWorks			Total
Balance at December 31, 2016	$	1,933.1		$	124.9		$	2,058.0
Translation		27.9			1.4			29.3
Balance at December 31, 2017		1,961.0			126.3			2,087.3
Translation		(11.0	)		(0.5	)		(11.5	)
Balance at March 31, 2018	$	1,950.0		$	125.8		$	2,075.8

Schedule of Other Intangible Assets

Other intangible assets consist of the following as of March 31, 2018:

	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
Customer lists and relationships	$	246.8	$	(213.2	)	$	33.6		5-15
Trade name		173.9		(2.0	)		171.9		—
Technology		154.4		(153.3	)		1.1		2-7
Total other intangible assets	$	575.1	$	(368.5	)	$	206.6

Other intangible assets consist of the following as of December 31, 2017:

	Gross Carrying Amount		Accumulated Amortization			Net		Estimated Life Range (Years)
Customer lists and relationships	$	248.4	$	(209.3	)	$	39.1		5-15
Trade name		174.0		(2.1	)		171.9		—
Technology		155.6		(154.2	)		1.4		2-7
Total other intangible assets	$	578.0	$	(365.6	)	$	212.4

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Debt (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Debt Obligations

Our debt obligations consisted of the following as of the periods presented:

	March 31,		December 31,
	2018		2017
Term Debt, interest rate of 5.4% and 5.1% as of March 31, 2018 and December 31, 2017, respectively	$	657.0	$	657.3
Senior Notes, interest rate of 11.0% as of March 31, 2018 and December 31, 2017, respectively		475.0		475.0
Revolving Credit Facility ($130.0 available capacity less amounts reserved for letters of credit, which were $8.1 and $8.4 as of March 31, 2018 and December 31, 2017, respectively)		—		—
Total debt		1,132.0		1,132.3
Less unamortized discount on Term Debt		0.7		0.9
Less unamortized debt issuance costs on Senior Notes and Term Debt		10.8		11.6
Less current portion of long-term debt		—		—
Long-term debt, less current portion	$	1,120.5	$	1,119.8

Schedule of Future Principal Payments and Maturities of Indebtedness

The future principal payments and maturities of our indebtedness are as follows:

Years Ending December 31,	Amount
2018	$	—
2019		—
2020		657.0
2021		475.0
2022		—
Thereafter		—
	$	1,132.0

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Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2018

Components of Net Periodic Cost for Defined Benefit Pension Plan and Other Postretirement Benefit Plan

The components of net periodic cost for our defined benefit pension plan and for our postretirement benefit plan are included in the following tables:

	Three Months ended March 31,
	2018			2017
Net Periodic Pension Cost
Interest cost	$	4.1		$	4.3
Expected return on plan assets		(6.5	)		(6.6	)
Actuarial loss amortization		3.6			3.2
Net periodic pension cost	$	1.2		$	0.9

	Three Months ended March 31,
	2018			2017
Net Periodic Postretirement Benefit
Service cost	$	(0.1	)	$	(0.1	)
Interest cost		0.1			0.1
Actuarial gain amortization		(0.6	)		(0.6	)
Net periodic postretirement benefit gain	$	(0.6	)	$	(0.6	)

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Share-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2018

HCM Share Based Compensation Plans [Member]

Summary of Performance Based Stock Options

Performance-based option activity for the period the period is as follows:

	Shares			Weighted Average  Exercise  Price (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		1,035,647		$	13.46			3.5	$	—
Granted		—			—			—		—
Exercised		—			—			—		—
Forfeited or expired		(5,572	)		(13.46	)		—		—
Options outstanding at March 31, 2018		1,030,075		$	13.46			3.2	$	—

Summary of Term-Based Option Activity

Term-based option activity for the period is as follows:

	Shares			Weighted Average  Exercise  Price  (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		10,991,681		$	16.52			6.9	$	48.8
Granted		175,000			20.96			—		—
Exercised		(17,357	)		(19.76	)		—		—
Forfeited or expired		(41,988	)		(17.38	)		—		—
Options outstanding at March 31, 2018		11,107,336		$	16.59			6.7	$	48.5
Options exercisable at March 31, 2018		7,214,169		$	16.19			5.6	$	34.4

Summary of Restricted Stock Units

Restricted stock units (“RSUs”) activity for the period is as follows.

	Shares
RSUs outstanding at December 31, 2017		605,990
Granted		—
Shares issued upon vesting of RSUs		(76,190	)
Forfeited or canceled		—
RSUs outstanding at March 31, 2018		529,800
RSUs releasable at March 31, 2018		125,000

Class C Stock Option [Member] | Joint Venture Share Based Compensation Plans [Member]

Summary of Stock Option Activity

Class C stock option activity for the period is as follows:

	Shares			Weighted Average  Exercise  Price  (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		1,104,474		$	2.44			6.9	$	3.0
Granted		31,416			3.90			—		—
Exercised		—			—			—		—
Forfeited or expired		(21,590	)		(4.57	)		—		—
Options outstanding at March 31, 2018		1,114,300		$	2.44			6.7	$	3.1
Options exercisable at March 31, 2018		624,820		$	1.74			6.5	$	2.2

ClassD Stock Option [Member] | Joint Venture Share Based Compensation Plans [Member]

Summary of Stock Option Activity

Class D stock option activity for the period is as follows:

	Shares			Weighted Average  Exercise  Price  (per share)			Weighted Average  Remaining  Contractual Term  (in years)		Aggregate Intrinsic Value (in millions)
Options outstanding at December 31, 2017		986,525		$	8.60			5.8	$	1.0
Granted		31,414			7.91			—		—
Exercised		—			—			—		—
Forfeited or expired		(26,200	)		(8.83	)		—		—
Options outstanding at March 31, 2018		991,739		$	8.57			5.5	$	1.1
Options exercisable at March 31, 2018		404,014		$	8.58			5.5	$	0.4

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Accumulated Other Comprehensive Income (Loss) (Tables)

3 Months Ended

Mar. 31, 2018

Components of Accumulated Other Comprehensive Income (Loss)

The components of accumulated other comprehensive income (loss) were as follows:

	Foreign Currency Translation Adjustment			Unrealized Gain (Loss) from Invested Customer Trust Funds			Pension Liability Adjustment			Total
Balance as of December 31, 2017	$	(160.6	)	$	(9.0	)	$	(142.5	)	$	(312.1	)
Other comprehensive income (loss) before income taxes and reclassifications		(15.9	)		(13.4	)		(0.1	)		(29.4	)
Income tax benefit		—			0.8			—			0.8
Reclassifications to earnings		—			—			3.0			3.0
Other comprehensive income (loss) attributable to Ceridian		(15.9	)		(12.6	)		2.9			(25.6	)
Balance as of March 31, 2018	$	(176.5	)	$	(21.6	)	$	(139.6	)	$	(337.7	)

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Financial Data by Segment and Geographic Area (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Segment Reporting Information by Segment

	Three Months ended March 31, 2018
	HCM		LifeWorks			Total
Cloud revenue	$	125.2	$	—		$	125.2
Bureau revenue		62.0		—			62.0
LifeWorks revenue		—		21.7			21.7
Total revenue		187.2		21.7			208.9
Operating profit (loss)		27.3		(0.9	)		26.4
Depreciation and amortization		13.9		1.0			14.9
Capital expenditures	$	10.3	$	—		$	10.3

	Three Months ended March 31, 2017
	HCM		LifeWorks		Total
Cloud revenue	$	90.7	$	—	$	90.7
Bureau revenue		76.7		—		76.7
LifeWorks revenue		—		19.6		19.6
Total revenue		167.4		19.6		187.0
Operating profit		10.9		1.3		12.2
Depreciation and amortization		13.1		1.0		14.1
Capital expenditures	$	8.7	$	0.1	$	8.8

Schedule of Revenue by Solution

Revenue by solution is as follows:

	Three Months ended March 31,
	2018		2017
Cloud	$	125.2	$	90.7
Bureau		62.0		76.7
LifeWorks		21.7		19.6
Total revenue	$	208.9	$	187.0

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Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2018

Schedule of Numerators and Denominators of Basic and Diluted Net Loss per Share Computations

The numerators and denominators of the basic and diluted net loss per share computations are calculated as follows:

	Three Months ended March 31,
	2018			2017
Numerator:
Net loss attributable to Ceridian	$	(2.1	)	$	(11.2	)
Less: Income from discontinued operations		—			0.5
Net loss from continuing operations attributable to Ceridian		(2.1	)		(11.7	)
Less: Senior Preferred Stock dividends declared		5.3			4.7
Net loss from continuing operations attributable to Ceridian available to common stockholders	$	(7.4	)	$	(16.4	)
Denominator:
Weighted-average shares outstanding—basic		65,314,462			65,034,610
Weighted-average shares outstanding—diluted		65,314,462			65,034,610
Net loss per share from continuing operations attributable to Ceridian—basic and diluted	$	(0.11	)	$	(0.25	)
Net income per share from discontinued operations—basic and diluted	$	—		$	0.01
Net loss per share attributable to Ceridian—basic and diluted	$	(0.11	)	$	(0.24	)

Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Share

The following potentially dilutive shares were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive:

	Three Months ended March 31,
	2018		2017
Senior convertible preferred stock		16,802,144		16,802,144
Junior convertible preferred stock		58,244,308		58,244,308
Stock options		12,055,839		10,715,493
Outstanding RSUs		581,440		218,741

Pro Forma [Member]

Schedule of Numerators and Denominators of Basic and Diluted Net Loss per Share Computations

The numerators and denominators of pro forma basic and diluted net loss per share computations are calculated as follows:

	Three Months ended March 31,
	2018
Numerator:
Net loss attributable to Ceridian	$	(2.1	)
Less: Income from discontinued operations		—
Net loss from continuing operations attributable to Ceridian	$	(2.1	)
Denominator:
Weighted-average shares outstanding—basic and diluted		65,314,462
Pro forma adjustment to reflect assumed conversion of senior convertible preferred stock		13,124,574
Pro forma adjustment to reflect assumed conversion of junior convertible preferred stock		29,122,075
Pro forma weighted-average shares outstanding used to computed pro forma net loss per share—basic and diluted		107,561,111
Pro forma net loss per share from continuing operations attributable to Ceridian—basic and diluted	$	(0.02	)
Pro forma net income per share from discontinued operations—basic and diluted	$	—
Pro forma net loss per share attributable to Ceridian—basic and diluted	$	(0.02	)

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Organization - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions			1 Months Ended	3 Months Ended
	Jun. 28, 2017	Mar. 30, 2016	Apr. 30, 2018	Mar. 31, 2018	Dec. 31, 2017
Common stock shares issued				65,374,309	65,285,962
Subsequent Event [Member]
Proceed from equity			$ 631.3
Common stock shares issued			24,150,000
IPO [Member] | Subsequent Event [Member]
Shares issued			21,000,000
Shares issued, price per share			$ 22.00
Private Placement [Member] | Subsequent Event [Member]
Shares issued			4,545,455
Shares issued, price per share			$ 22.00
Underwriter [Member] | Subsequent Event [Member]
Stock option exercised			3,150,000
Foundation Holding LLC [Member]
Ownership Percentage By Parent				100.00%
Ceridian Holding and Ceridian Holding II [Member] | Sponsors [Member]
Ownership percentage by sponsors				96.00%
Ceridian Holding and Ceridian Holding II [Member] | Other Individuals [Member]
Minority interest ownership percentage by other				4.00%
Ceridian Holding [Member]
Business acquisition date				Nov. 09, 2007
Ceridian Holding II [Member]
Business acquisition date				Mar. 30, 2016
Proceed from equity		$ 150.2
Equity financing contribution	$ 75.2	$ 75.0

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Summary of Significant Accounting Policies - Additional Information (Detail)	Apr. 10, 2018
Subsequent Event [Member]
Stockholders' Equity, Reverse Stock Split	0.5

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Summary of Significant Accounting Policies - Impact of Adoption of ASC 606 on Revenue (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Recurring services	$ 188.7	$ 171.4
Professional services and other	20.2	15.6
Total revenue	208.9	187.0
Operating profit	26.4	12.2
Accounting Standards Update 2014-09 [Member]
Recurring services	182.3	165.5
Professional services and other	28.9	22.5
Total revenue	211.2	188.0
Operating profit	30.6	14.6
Accounting Standards Update 2014-09 [Member] | Difference between Revenue Guidance in Effect before and after Topic 606 [Member]
Recurring services	(6.4)	(5.9)
Professional services and other	8.7	6.9
Total revenue	2.3	1.0
Operating profit	$ 4.2	$ 2.4

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Discontinued Operations - Supplemental Disclosure of Discontinued Operation (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net revenues		$ 0.0
Loss from operations before income taxes		(0.1)
Gain on sale of businesses		0.9
Income tax expense		(0.3)
Income from discontinued operations, net of income taxes	$ 0.0	$ 0.5

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Discontinued Operations - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2017 USD ($)
Proceeds from divesture of business	$ 0.9

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Noncontrolling Interest - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Noncontrolling Interest [Line Items]
Net loss attributable to noncontrolling interest	$ (0.5)	$ 0.0
Distributions up to $250 million [Member] | Common Class A [Member]
Noncontrolling Interest [Line Items]
Distributions rights, percentage	75.00%
Distributions up to $250 million [Member] | Common Class A [Member] | Maximum [Member]
Noncontrolling Interest [Line Items]
Distributions amount rights upon liquidation	$ 250.0
Distributions between $250 and $500 million [Member] | Common Class A [Member]
Noncontrolling Interest [Line Items]
Distributions rights, percentage	25.00%
Distributions between $250 and $500 million [Member] | Common Class A [Member] | Maximum [Member]
Noncontrolling Interest [Line Items]
Distributions amount rights upon liquidation	$ 500.0
Distributions between $250 and $500 million [Member] | Common Class A [Member] | Minimum [Member]
Noncontrolling Interest [Line Items]
Distributions amount rights upon liquidation	250.0
Distribution thereafter [Member]
Noncontrolling Interest [Line Items]
Net loss attributable to noncontrolling interest	$ (0.5)
Distribution thereafter [Member] | Common Class A [Member]
Noncontrolling Interest [Line Items]
Distributions rights, percentage	50.00%

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Fair Value Measurements - Asset and Liability Measured at Fair Value Measured on Recurring Basis (Detail) - USD ($) $ in Millions		Mar. 31, 2018	Dec. 31, 2017
Assets
Available for sale customer trust funds assets		$ 2,092.1	$ 1,782.1
Total assets measured at fair value		2,092.1	1,782.1
Fair Value, Inputs, Level 2 [Member]
Assets
Available for sale customer trust funds assets	[1]	2,092.1	1,782.1
Total assets measured at fair value		$ 2,092.1	$ 1,782.1

[1] Fair value is based on inputs that are observable for the asset or liability, other than quoted prices.

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Customer Trust Fund - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Investment income from invested customer trust fund included in revenue	$ 17.6	$ 11.4
Maturities ranging from one to 120 days [Member]
Average customer trust funds held in liquidity portfolios, Percentage	45.00%
Maturities ranging from 120 days to10 years [Member]
Average customer trust funds held in fixed income portfolios, Percentage	55.00%

XML

Customer Trust Fund - Investment of Customer Trust Fund (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Schedule of Available-for-sale Securities [Line Items]
Money market securities, investments carried at cost and other cash equivalents, Fair Value	$ 2,191.8	$ 2,309.3
Invested customer trust funds, Fair Value	4,283.9	4,091.4
Trust receivables, Fair Value	10.0	8.3
Total customer trust funds, Fair Value	4,293.9	4,099.7
Money market securities, investments carried at cost and other cash equivalents, Amortized Cost	2,191.8	2,309.3
Invested customer trust funds, Amortized Cost	4,303.2	4,097.2
Trust receivables, Amortized Cost	10.0	8.3
Total customer trust funds, Amortized Cost	4,313.2	4,105.5
Amortized Cost	2,111.4	1,787.9
Gross Unrealized Gain	5.4	7.5
Gross Unrealized Loss	(24.7)	(13.3)
Fair value	2,092.1	1,782.1
U.S. Government and Agencies Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	623.1	584.6
Gross Unrealized Gain		0.1
Gross Unrealized Loss	(14.4)	(7.1)
Fair value	608.7	577.6
Canadian and Provincial Government Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	411.9	418.2
Gross Unrealized Gain	4.8	6.6
Gross Unrealized Loss	(1.9)	(1.5)
Fair value	414.8	423.3
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	781.9	472.3
Gross Unrealized Gain	0.5	0.8
Gross Unrealized Loss	(4.8)	(2.5)
Fair value	777.6	470.6
Asset-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	264.6	280.8
Gross Unrealized Gain	0.1
Gross Unrealized Loss	(3.1)	(1.8)
Fair value	261.6	279.0
Mortgage-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	12.9	15.0
Gross Unrealized Loss	(0.3)	(0.2)
Fair value	12.6	14.8
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	17.0	17.0
Gross Unrealized Loss	(0.2)	(0.2)
Fair value	$ 16.8	$ 16.8

XML

Customer Trust Fund - Gross Unrealized Losses and Related Fair Value of Investment (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	$ 18,400
Less than 12 months, Fair Value	1,152,700
12 months or more, Unrealized Losses	(6,300)
12 months or more, Fair Value	190,400
Total, Unrealized Losses	(24,700)
Total, Fair Value	1,343,100
U.S. Government and Agencies Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	9,500
Less than 12 months, Fair Value	493,600
12 months or more, Unrealized Losses	(4,900)
12 months or more, Fair Value	112,000
Total, Unrealized Losses	(14,400)
Total, Fair Value	605,600
Canadian and Provincial Government Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	1,900
Less than 12 months, Fair Value	138,100
Total, Unrealized Losses	(1,900)
Total, Fair Value	138,100
Corporate Debt Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	4,000
Less than 12 months, Fair Value	300,800
12 months or more, Unrealized Losses	(800)
12 months or more, Fair Value	39,000
Total, Unrealized Losses	(4,800)
Total, Fair Value	339,800
Asset-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	2,900
Less than 12 months, Fair Value	211,900
12 months or more, Unrealized Losses	(200)
12 months or more, Fair Value	17,800
Total, Unrealized Losses	(3,100)
Total, Fair Value	229,700
Mortgage-backed Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	100
Less than 12 months, Fair Value	3,300
12 months or more, Unrealized Losses	(200)
12 months or more, Fair Value	9,100
Total, Unrealized Losses	(300)
Total, Fair Value	12,400
Other Securities [Member]
Schedule of Available-for-sale Securities [Line Items]
Less than 12 months, Unrealized Losses	50
Less than 12 months, Fair Value	5,000
12 months or more, Unrealized Losses	(200)
12 months or more, Fair Value	12,500
Total, Unrealized Losses	(200)
Total, Fair Value	$ 17,500

XML

Customer Trust Fund - Amortized Cost and Fair Value of Investment Security Available for Sale (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Schedule of available-for-sale securities and cost-method investments [Line Items]
Due in one year or less, Cost	$ 2,864.5
Due in one to three years, Cost	525.6
Due in three to five years, Cost	544.8
Due after five years, Cost	368.3
Invested customer trust funds, Cost	4,303.2	$ 4,097.2
Due in one year or less, Fair Value	2,864.6
Due in one to three years, Fair Value	522.0
Due in three to five years, Fair Value	538.0
Due after five years, Fair Value	359.3
Invested customer trust funds, Fair Value	$ 4,283.9	$ 4,091.4

XML

Property, Plant, and Equipment - Schedule of Property, Plant, and Equipment (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Property, Plant and Equipment [Line Items]
Land	$ 7.5	$ 7.5
Software	212.1	207.2
Machinery and equipment	123.0	122.1
Buildings and improvements	36.8	36.6
Total property, plant, and equipment	379.4	373.4
Accumulated depreciation	(276.0)	(269.6)
Property, plant, and equipment, net	$ 103.4	$ 103.8

XML

Property, Plant, and Equipment - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Depreciation expense	$ 9.4	$ 8.7

XML

Goodwill and Intangible Assets - Schedule of Changes in Goodwill (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Goodwill [Line Items]
Balance	$ 2,087.3	$ 2,058.0
Translation	(11.5)	29.3
Balance	2,075.8	2,087.3
Operating Segments [Member] | HCM [Member]
Goodwill [Line Items]
Balance	1,961.0	1,933.1
Translation	(11.0)	27.9
Balance	1,950.0	1,961.0
Operating Segments [Member] | LifeWorks [Member]
Goodwill [Line Items]
Balance	126.3	124.9
Translation	(0.5)	1.4
Balance	$ 125.8	$ 126.3

XML

Goodwill and Intangible Assets - Schedule of Other Intangible Asset (Detail) - USD ($) $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	$ 575.1	$ 578.0
Accumulated Amortization	(368.5)	(365.6)
Net	206.6	212.4
Customer Lists and Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	246.8	248.4
Accumulated Amortization	(213.2)	(209.3)
Net	33.6	39.1
Trade Names [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	173.9	174.0
Accumulated Amortization	(2.0)	(2.1)
Net	171.9	171.9
Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Gross Carrying Amount	154.4	155.6
Accumulated Amortization	(153.3)	(154.2)
Net	$ 1.1	$ 1.4
Minimum [Member] | Customer Lists and Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Life Range (Years)	5 years	5 years
Minimum [Member] | Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Life Range (Years)	2 years	2 years
Maximum [Member] | Customer Lists and Relationships [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Life Range (Years)	15 years	15 years
Maximum [Member] | Technology [Member]
Finite-Lived Intangible Assets [Line Items]
Estimated Life Range (Years)	7 years	7 years

XML

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Amortization expense	$ 5.5	$ 5.4

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Debt - Schedule of Debt Obligations (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
Total debt	$ 1,132.0	$ 1,132.3
Less unamortized discount on Term Debt	0.7	0.9
Less unamortized debt issuance costs on Senior Notes and Term Debt	10.8	11.6
Less current portion of long-term debt	0.0	0.0
Long-term debt, less current portion	1,120.5	1,119.8
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Total debt	0.0
Term Debt [Member]
Debt Instrument [Line Items]
Total debt	657.0	657.3
Senior Notes [Member]
Debt Instrument [Line Items]
Total debt	$ 475.0	$ 475.0

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Debt - Schedule of Debt Obligations (Parenthetical) (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017	Nov. 14, 2014
Term Debt [Member]
Debt Instrument [Line Items]
Interest rate on debt	5.40%	5.10%
Senior Notes [Member]
Debt Instrument [Line Items]
Interest rate on debt	11.00%	11.00%
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Available capacity	$ 130.0		$ 130.0
Revolving Credit Facility [Member] | Letter of Credit [Member]
Debt Instrument [Line Items]
Available capacity	$ 8.1	$ 8.4

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Debt - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Nov. 14, 2014	Oct. 01, 2013
Debt Instrument [Line Items]
Fair value of our indebtedness	$ 1,150.2	$ 1,154.1
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Available capacity for letters of credit	$ 130.0		$ 130.0
Line of credit maturity period	2019-09
Term Debt [Member]
Debt Instrument [Line Items]
Debt instrument principal amount	$ 702.0		$ 702.0
Term loan debt maturity period	2020-09
Term debt final mandatory principal pre-payments	$ 0.3
Senior Notes [Member]
Debt Instrument [Line Items]
Debt instrument principal amount				$ 475.0
Senior notes maturity period	2021

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Debt - Schedule of Future Principal Payments and Maturities of Indebtedness (Detail) - USD ($) $ in Millions	Mar. 31, 2018	Dec. 31, 2017
Debt Instrument [Line Items]
2018	$ 0.0
2019	0.0
2020	657.0
2021	475.0
2022	0.0
Thereafter	0.0
Total debt	$ 1,132.0	$ 1,132.3

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Employee Benefit Plans - Components of Net Periodic Cost for Defined Benefit Pension Plan and Other Postretirement Benefit Plan (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Net periodic pension cost (postretirement benefit gain)	$ 0.6	$ 0.3
Defined Benefit Pension Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost	4.1	4.3
Expected return on plan assets	(6.5)	(6.6)
Actuarial (loss) gain amortization	3.6	3.2
Net periodic pension cost (postretirement benefit gain)	1.2	0.9
Other Postretirement Benefits Plan [Member]
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	(0.1)	(0.1)
Interest cost	0.1	0.1
Actuarial (loss) gain amortization	(0.6)	(0.6)
Net periodic pension cost (postretirement benefit gain)	$ (0.6)	$ (0.6)

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Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 24, 2018	Mar. 31, 2018	Mar. 31, 2017	Mar. 20, 2017
Performance Shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense related to unvested performance-based stock options not yet recognized		$ 5,300
Term Based Stock Options [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense related to unvested performance-based stock options not yet recognized		$ 20,800
Share-based compensation expense related to unvested performance-based stock options expected to be recognized over a weighted average period		1 year 2 months 12 days
Stock options, vested		7,214,169
Restricted Stock Units (RSUs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense related to unvested performance-based stock options expected to be recognized over a weighted average period		3 years
Stock options, vested		201,190
Shares issued upon vesting of RSUs		76,190
Remaining vested and releasable		125,000
Unvested restricted stock units outstanding		404,800
Share-based compensation expense related to unvested performance-based stock options not yet recognized		$ 6,300
Restricted Stock Units (RSUs) [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock vesting period		3 years
Restricted Stock Units (RSUs) [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock vesting period		4 years
Hcm Stock Incentive Plan 2007 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		10,540,540
Common shares outstanding		10,000
Hcm Stock Incentive Plan 2013 [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		12,500,000		15,000,000
Shares available for future grants of stock options and stock awards		1,823,963
Share based compensation arrangement by share based payment award exercise period after employment termination		90 days
Stock option awards, contractual term		10 years
Share-based compensation expenses		$ 2,700	$ 4,200
Hcm Stock Incentive Plan 2013 [Member] | Minimum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock vesting period		4 years
Hcm Stock Incentive Plan 2013 [Member] | Maximum [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted stock vesting period		5 years
Hcm Stock Incentive Plan 2013 [Member] | Stock Appreciation Rights (SARs) [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		600,000
Common shares outstanding		260,850
Hcm Equity Incentive Plan 2018 [Member] | Subsequent Event [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized	13,500,000
Restricted stock vesting period	4 years
Share, Granted	4,673,605
Share, Exercise price	$ 22.00
Joint Venture Share Based Compensation Plans [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expenses		$ 200	$ 300
Share-based compensation expense related to unvested performance-based stock options expected to be recognized over a weighted average period		1 year 9 months 18 days
Share-based compensation expense related to unvested performance-based stock options not yet recognized		$ 2,400
Joint Venture Share Based Compensation Plans [Member] | Common Class C [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		3,551,911
Stock options, vested		624,820
Joint Venture Share Based Compensation Plans [Member] | Common Class D [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized		3,551,911
Stock options, vested		404,014

XML

Share-Based Compensation - Summary of Performance Based Stock Option (Detail) - Performance Shares [Member] - HCM Share Based Compensation Plans [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Shares
Options Outstanding at Beginning of Period	1,035,647
Options, Granted	0
Options, Exercised	0
Options, Forfeited or expired	(5,572)
Options Outstanding at End of Period	1,030,075	1,035,647
Weighted Average Exercise Price (per share)
Weighted Average Exercise Price at Beginning of Period	$ 13.46
Weighted Average Exercise Price, Granted	0
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Forfeited or expired	(13.46)
Weighted Average Exercise Price at End of Period	$ 13.46	$ 13.46
Weighted Average Remaining Contractual Term (in years)
Weighted Average Remaining Contractual Term (in years)	3 years 2 months 12 days	3 years 6 months
Aggregate intrinsic value
Aggregate Intrinsic Value	$ 0	$ 0

XML

Share-Based Compensation - Summary of Term-Based Option Activity (Detail) - Term Based Stock Options [Member] - HCM Share Based Compensation Plans [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Shares
Options Outstanding at Beginning of Period	10,991,681
Options, Granted	175,000
Options, Exercised	(17,357)
Options, Forfeited or expired	(41,988)
Options Outstanding at End of Period	11,107,336	10,991,681
Options Exercisable at End of Period	7,214,169
Weighted Average Exercise Price (per share)
Weighted Average Exercise Price at Beginning of Period	$ 16.52
Weighted Average Exercise Price, Granted	20.96
Weighted Average Exercise Price, Exercised	(19.76)
Weighted Average Exercise Price, Forfeited or expired	(17.38)
Weighted Average Exercise Price at End of Period	16.59	$ 16.52
Weighted Average Exercise Price exercisable at End of Period	$ 16.19
Weighted Average Remaining Contractual Term (in years)
Weighted Average Remaining Contractual Term (in years)	6 years 8 months 12 days	6 years 10 months 25 days
Weighted Average Remaining Contractual Term Exercisable (in years)	5 years 7 months 6 days
Aggregate intrinsic value
Aggregate Intrinsic Value, options outstanding	$ 48.5	$ 48.8
Aggregate Intrinsic Value exercisable at End of Period	$ 34.4

XML

Share-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member]	3 Months Ended
	Mar. 31, 2018 shares
Restricted Stock Units
RSUs, Shares issued upon vesting of RSUs	(201,190)
RSUs outstanding at End of Period	404,800
RSUs releasable at March 31, 2018	125,000
HCM Share Based Compensation Plans [Member]
Restricted Stock Units
RSUs outstanding at Beginning of Period	605,990
RSUs, Granted	0
RSUs, Shares issued upon vesting of RSUs	(76,190)
RSUs, Forfeited or canceled	0
RSUs outstanding at End of Period	529,800
RSUs releasable at March 31, 2018	125,000

XML

Share-Based Compensation - Summary of Class C Stock Option Activity (Detail) - Class C Stock Option [Member] - Joint Venture Share Based Compensation Plans [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Shares
Options Outstanding at Beginning of Period	1,104,474
Options, Granted	31,416
Options, Exercised	0
Options, Forfeited or expired	(21,590)
Options Outstanding at End of Period	1,114,300	1,104,474
Options Exercisable at End of Period	624,820
Weighted Average Exercise Price (per share)
Weighted Average Exercise Price at Beginning of Period	$ 2.44
Weighted Average Exercise Price, Granted	3.90
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Forfeited or expired	(4.57)
Weighted Average Exercise Price at End of Period	2.44	$ 2.44
Weighted Average Exercise Price exercisable at End of Period	$ 1.74
Weighted Average Remaining Contractual Term (in years)
Weighted Average Remaining Contractual Term (in years)	6 years 8 months 12 days	6 years 10 months 25 days
Weighted Average Remaining Contractual Term Exercisable (in years)	6 years 6 months
Aggregate intrinsic value
Aggregate Intrinsic Value	$ 3.1	$ 3.0
Aggregate Intrinsic Value exercisable at End of Period	$ 2.2

XML

Share-Based Compensation - Summary of Class D Stock Option Activity (Detail) - ClassD Stock Option [Member] - Joint Venture Share Based Compensation Plans [Member] - USD ($) $ / shares in Units, $ in Millions	3 Months Ended	12 Months Ended
	Mar. 31, 2018	Dec. 31, 2017
Aggregate intrinsic value
Aggregate Intrinsic Value at Beginning of Period	$ 1.1	$ 1.0
Shares
Options Outstanding at Beginning of Period	986,525
Options, Granted	31,414
Options, Exercised	0
Options, Forfeited or expired	(26,200)
Options Outstanding at End of Period	991,739	986,525
Options Exercisable at End of Period	404,014
Weighted Average Exercise Price (per share)
Weighted Average Exercise Price at Beginning of Period	$ 8.60
Weighted Average Exercise Price, Granted	7.91
Weighted Average Exercise Price, Exercised	0
Weighted Average Exercise Price, Forfeited or expired	(8.83)
Weighted Average Exercise Price at End of Period	8.57	$ 8.60
Weighted Average Exercise Price exercisable at End of Period	$ 8.58
Weighted Average Remaining Contractual Term (in years)
Weighted Average Remaining Contractual Term (in years)	5 years 6 months	5 years 9 months 18 days
Weighted Average Remaining Contractual Term Exercisable (in years)	5 years 6 months
Aggregate Intrinsic Value exercisable at End of Period	$ 0.4

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Supplementary Data to Statement of Operations - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Other (income) expense, net	$ 2.8	$ (0.9)

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Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	$ 1,091.2
Other comprehensive income (loss) before income taxes and reclassifications	(29.4)
Income tax benefit	0.8
Reclassifications to earnings	3.0
Other comprehensive income (loss) attributable to Ceridian	(25.6)
Ending balance	1,066.4
Foreign Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(160.6)
Other comprehensive income (loss) before income taxes and reclassifications	(15.9)
Other comprehensive income (loss) attributable to Ceridian	(15.9)
Ending balance	(176.5)
Unrealized Gain (Loss) from Invested Customer Trust Funds [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(9.0)
Other comprehensive income (loss) before income taxes and reclassifications	(13.4)
Income tax benefit	0.8
Other comprehensive income (loss) attributable to Ceridian	(12.6)
Ending balance	(21.6)
Pension Liability Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(142.5)
Other comprehensive income (loss) before income taxes and reclassifications	(0.1)
Reclassifications to earnings	3.0
Other comprehensive income (loss) attributable to Ceridian	2.9
Ending balance	(139.6)
Accumulated Other Comprehensive Income (Loss) [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning balance	(312.1)
Ending balance	$ (337.7)

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Accumulated Other Comprehensive Income (Loss) - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Foreign Currency Translation Adjustment [Member]
Accumulated Other Comprehensive Income (Loss) [Line Items]
Other comprehensive income (loss) attributable to noncontrolling interest	$ (0.2)	$ 0.1

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Income Taxes - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		12 Months Ended
	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Effective income tax percentage	21.00%		35.00%
Income tax expense	$ 6.8	$ 2.5
Unrecognized tax benefits	10.5		$ 10.5
Accrued Interest included in unrecognized tax benefits	2.1		$ 2.2
Unrecognized tax benefits if recognized would impact on effective income tax rate	$ 9.9
Income tax examination description	With a few exceptions we are no longer subject to U.S. federal, state and local, or non-U.S. income tax examinations by tax authorities for years before 2014.

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Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	1 Months Ended	3 Months Ended
	Apr. 30, 2018	Mar. 31, 2018	Mar. 31, 2017	Dec. 31, 2017
Cannae and THLM [Member]
Management fees description		Amount equal to the greater of (a) $0.9, or (b) 0.5 percent of Adjusted EBITDA.
Management fee under condition one		$ 0.9
Management fee percentage of EBITDA under condition two		0.50%
Management fee		$ 0.5	$ 0.5
Cannae and THLM [Member] | Subsequent Event [Member]
Number of years for which present value of the management fee to be paid in case of agreement termination	7 years
Management agreeement termination fee	$ 11.3
FNF [Member]
Senior notes owned		24.0		$ 24.0
Interest payments received		0.8	0.8
FNF [Member] | Dayforce [Member]
Revenue from related parties		0.1	0.3
CompuCom Systems, Inc. [Member]
Payment to service provider		0.2	$ 0.5
The Stronach Group [Member] | Dayforce [Member]
Revenue from related parties		$ 0.1

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Financial Data by Segment and Geographic Area - Additional Information (Detail) $ in Millions	3 Months Ended
	Mar. 31, 2018 USD ($) Segment Executive_Officer Employees Service	Dec. 31, 2017 USD ($)
Segment Reporting Information [Line Items]
Number of operating segments | Segment	2
Number of reportable segments | Segment	2
Number of chief operating decision makers | Executive_Officer	2
Assets	$ 6,879.5	$ 6,729.9
Cloud Revenue [Member]
Segment Reporting Information [Line Items]
Number of cloud offering delivering solution	2
Powerpay [Member] | Maximum [Member]
Segment Reporting Information [Line Items]
Number of employees generating revenue from recurring fees | Employees	20
Bureau Revenue [Member]
Segment Reporting Information [Line Items]
Number of primary service lines delivering solutions | Service	3
HCM [Member]
Segment Reporting Information [Line Items]
Assets	$ 6,723.8	6,573.7
LifeWorks [Member]
Segment Reporting Information [Line Items]
Assets	$ 155.7	$ 156.2

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Financial Data by Segment and Geographic Area - Schedule of Segment Reporting Information by Segment (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting Information [Line Items]
Total revenue	$ 208.9	$ 187.0
Operating profit	26.4	12.2
Depreciation and amortization	14.9	14.1
Capital expenditures	10.3	8.8
Cloud Revenue [Member]
Segment Reporting Information [Line Items]
Total revenue	125.2	90.7
Bureau Revenue [Member]
Segment Reporting Information [Line Items]
Total revenue	62.0	76.7
LifeWorks Revenue [Member]
Segment Reporting Information [Line Items]
Total revenue	21.7	19.6
HCM [Member]
Segment Reporting Information [Line Items]
Total revenue	187.2	167.4
Operating profit	27.3	10.9
Depreciation and amortization	13.9	13.1
Capital expenditures	10.3	8.7
HCM [Member] | Cloud Revenue [Member]
Segment Reporting Information [Line Items]
Total revenue	125.2	90.7
HCM [Member] | Bureau Revenue [Member]
Segment Reporting Information [Line Items]
Total revenue	62.0	76.7
LifeWorks [Member]
Segment Reporting Information [Line Items]
Total revenue	21.7	19.6
Operating profit	(0.9)	1.3
Depreciation and amortization	1.0	1.0
Capital expenditures		0.1
LifeWorks [Member] | LifeWorks Revenue [Member]
Segment Reporting Information [Line Items]
Total revenue	$ 21.7	$ 19.6

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Financial Data by Segment and Geographic Area - Schedule of Revenue by Solutions (Detail) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	$ 208.9	$ 187.0
Cloud Revenue [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	125.2	90.7
Bureau Revenue [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	62.0	76.7
LifeWorks Revenue [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	21.7	19.6
HCM [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	187.2	167.4
HCM [Member] | Cloud Revenue [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	125.2	90.7
HCM [Member] | Bureau Revenue [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	62.0	76.7
LifeWorks [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	21.7	19.6
LifeWorks [Member] | LifeWorks Revenue [Member]
Segment Reporting, Revenue Reconciling Item [Line Items]
Total revenue	$ 21.7	$ 19.6

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Net Loss per Share - Schedule of Numerators and Denominators of Basic and Diluted Net Loss per Share Computations (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Numerator:
Net loss attributable to Ceridian	$ (2.1)	$ (11.2)
Less: Income from discontinued operations	0.0	0.5
Net loss from continuing operations attributable to Ceridian	(2.1)	(11.7)
Less: Senior Preferred Stock dividends declared	5.3	4.7
Net loss from continuing operations attributable to Ceridian available to common stockholders	$ (7.4)	$ (16.4)
Denominator:
Weighted-average shares outstanding-basic	65,314,462	65,034,610
Weighted-average shares outstanding-diluted	65,314,462	65,034,610
Net loss per share from continuing operations attributable to Ceridian-basic and diluted	$ (0.11)	$ (0.25)
Net income per share from discontinued operations-basic and diluted		0.01
Net loss per share attributable to Ceridian-basic and diluted	$ (0.11)	$ (0.24)

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Net Loss per Share - Schedule of Potentially Dilutive Shares Excluded from Computation of Diluted Net Loss per Share (Detail) - shares shares in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Senior Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	16,802,144	16,802,144
Junior Convertible Preferred Stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	58,244,308	58,244,308
Stock Options [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	12,055,839	10,715,493
Restricted Stock Units (RSUs) [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share, amount	581,440	218,741

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Pro Forma Net Loss Per Share - Schedule of Numerator and Denominator Pro Forma of Basic And Diluted Net Loss Per Share Computation (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Numerator:
Net loss attributable to Ceridian	$ (2.1)	$ (11.2)
Less: Income from discontinued operations	0.0	0.5
Net loss from continuing operations attributable to Ceridian	$ (2.1)	$ (11.7)
Pro forma net loss per share from continuing operations attributable to Ceridian-basic and diluted	$ (0.11)	$ (0.25)
Denominator:
Pro forma weighted-average shares outstanding used to computed pro forma net loss per share-basic and diluted	65,314,462	65,034,610
Pro forma net income per share from discontinued operations-basic and diluted		$ 0.01
Pro forma net loss per share attributable to Ceridian-basic and diluted	$ (0.11)	$ (0.24)
Pro Forma [Member]
Numerator:
Pro forma net loss per share from continuing operations attributable to Ceridian-basic and diluted	$ (0.02)
Denominator:
Pro forma weighted-average shares outstanding used to computed pro forma net loss per share-basic and diluted	107,561,111
Pro forma net income per share from discontinued operations-basic and diluted	$ 0
Pro forma net loss per share attributable to Ceridian-basic and diluted	$ (0.02)
Convertible Preferred Stock [Member] | Pro Forma [Member]
Denominator:
Pro forma adjustment to reflect assumed conversion of junior convertible preferred stock	13,124,574
Junior Convertible Preferred Stock [Member] | Pro Forma [Member]
Denominator:
Pro forma adjustment to reflect assumed conversion of junior convertible preferred stock	29,122,075

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Subsequent Events - Additional Information (Detail)			1 Months Ended
	Apr. 30, 2018 USD ($) $ / shares shares	Apr. 10, 2018	Apr. 30, 2018 USD ($) $ / shares shares	Mar. 31, 2018 USD ($) shares	Dec. 31, 2017 shares	Nov. 14, 2014 USD ($)	Oct. 01, 2013 USD ($)
Subsequent Event [Line Items]
Common stock shares issued | shares				65,374,309	65,285,962
Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Available capacity for letters of credit				$ 130,000,000		$ 130,000,000
New Revolving Credit Facility [Member]
Subsequent Event [Line Items]
Line of credit maximum borrowing capacity				300,000,000
Senior Notes [Member]
Subsequent Event [Line Items]
Debt instrument principal amount							$ 475,000,000
Term Debt [Member]
Subsequent Event [Line Items]
Debt instrument principal amount				702,000,000		$ 702,000,000
New Senior Credit Facilities [Member]
Subsequent Event [Line Items]
Debt instrument principal amount				$ 680,000,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Reverse stock split ratio, description		On April 10, 2018, we effected a 1-for-2 reverse stock split of our common stock
Reverse stock split ratio		0.5
Common stock shares issued | shares	24,150,000		24,150,000
Subsequent Event [Member] | Senior Notes [Member]
Subsequent Event [Line Items]
Debt instrument principal amount	$ 475,000,000		$ 475,000,000
Debt instrument, repurchase date	May 30, 2018
Subsequent Event [Member] | IPO [Member]
Subsequent Event [Line Items]
Share issued and sold of common stock | shares			21,000,000
Share issued under IPO, price per share | $ / shares	$ 22.00		$ 22.00
Proceeds from issuance of IPO			$ 531,300,000
Subsequent Event [Member] | Underwriter [Member]
Subsequent Event [Line Items]
Stock option exercised | shares			3,150,000
Subsequent Event [Member] | Private Placement [Member]
Subsequent Event [Line Items]
Share issued and sold of common stock | shares			4,545,455
Share issued under IPO, price per share | $ / shares	$ 22.00		$ 22.00
Share purchased | shares			4,545,455
Proceeds from issuance			$ 100,000,000