| Amendment Description | Ceridian HCM Holding Inc. (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (this “Amendment” or “Form 10-Q/A”) to our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2023, which was filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 3, 2023 (the “Original Form 10-Q”) to make certain changes as described below. BackgroundAs previously disclosed in the Company’s earnings press release furnished as an exhibit to the Current Report on Form 8-K furnished with the SEC on November 1, 2023, the Company recently discovered an error in the presentation of one Canadian bank account balance within “customer funds” and “customer funds obligations” and related items on the Company’s condensed consolidated balance sheets as of March 31, 2023 and December 31, 2022 and in the Company’s net cash provided by financing activities within its condensed consolidated statements of cash flows for the three months ended March 31, 2023 and 2022. There was an understatement of customer funds within current assets and a corresponding understatement of customer funds obligations within current liabilities on the Company’s condensed consolidated balance sheets. As a result, the Company also erroneously presented certain changes related to customer funds and customer funds obligations on the Company’s condensed consolidated statements of cash flows. However, the Company determined that the incorrect presentation did not result in a material misstatement of the Company’s financial statements and, accordingly, it does not need to restate its previously issued financial statements contained in the Original Form 10-Q, in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 or in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023.Considering the foregoing, management reassessed the effectiveness of the Company’s internal control over financial reporting (“ICFR”) as of December 31, 2022, based on the framework established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. As a result of that reassessment, management identified a material weakness in its ICFR as the Company has determined that its control designed to assess the proper presentation of cash and cash equivalents for its Canada customer funds for financial reporting purposes was ineffective (“Canada Trust Material Weakness”). With regard to the Canada Trust Material Weakness, the Company has implemented an additional control and training to ensure proper classification and presentation of cash and cash equivalents for its Canada customer funds. The Company expects the Canada Trust Material Weakness will be fully remediated before December 31, 2023, but remediation will not be considered complete until the applicable controls operate for a sufficient period of time subsequent to the additional training to enable management to test and to conclude on the operating effectiveness of the control.Further, while reassessing the effectiveness of the Company’s ICFR, management identified, in the aggregate, a material weakness related to controls over certain Professional Services and Powerpay revenue accounts as of December 31, 2022 (the "Risk Assessment Material Weakness"). The Company has enhanced its risk assessment process and information technology general controls to prevent misstatements in Professional Services revenue accounts. The Company also expects to implement additional controls to prevent misstatements in Powerpay revenue accounts. The Company expects the Risk Assessment Material Weakness will be fully remediated before December 31, 2023, but remediation will not be considered complete until the applicable controls operate for a sufficient period of time to enable management to test and to conclude on the operating effectiveness of the controls.In light of the Canada Trust Material Weakness and the Risk Assessment Material Weakness, which continue to exist as of March 31, 2023, the Company has performed additional analyses and other procedures to enable management to conclude that the existence of the material weaknesses did not result in a material misstatement of the Company’s previously issued financial statements.As a result of the Canada Trust Material Weakness and the Risk Assessment Material Weakness, the Company concluded that its disclosure controls and procedures and ICFR were ineffective as of March 31, 2023. As a result, the Company is amending and restating Part I, Item 4 Controls and Procedures in this Form 10-Q/A to update its conclusions regarding the effectiveness of its disclosure controls and procedures and its internal control over financial reporting as of March 31, 2023 as a result of the material weaknesses.In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is also including with this Form 10-Q/A certifications of the Company’s principal executive officer and principal financial officer (included in Part II, Item 6. “Exhibits” and attached as Exhibits 31.1, 31.2, 32.1, and 32.2). This Form 10-Q/A should be read in conjunction with the Original Form 10-Q, which continues to speak as of the date of the Original Form 10-Q. Except as specifically noted above, this Form 10-Q/A does not modify or update disclosures in the Original Form 10-Q. Accordingly, this Form 10-Q/A does not reflect events occurring after the filing of the Original Form 10-Q or modify or update any related or other disclosures, other than those discussed above. No other portions of the Original Form 10-Q were changed. Amendments of 2022 Annual Report on Form 10-K and 2023 Quarterly Report on Form 10-Q In addition to this Form 10-Q/A, the Company is concurrently filing amendments to its Annual Report on Form 10-K for the year ended December 31, 2022 and Quarterly Report on Form 10-Q for the period ended June 30, 2023. | |
