Document
Table of Contents

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(X)    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2018
OR
( )    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: 0-15386
CERNER CORPORATION
(Exact name of registrant as specified in its charter)
Delaware
cernerlogosmalla03.jpg
43-1196944
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification
Number)
 
 
2800 Rockcreek Parkway
North Kansas City, MO
64117
(Address of principal executive offices)
(Zip Code)

(816) 221-1024
(Registrant's telephone number, including area code)
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 [X]     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 [X]     No [  ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth 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.
Large accelerated filer [X]    Accelerated filer [  ]    Non-accelerated filer [  ] (do not check if smaller reporting company)    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 pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes [  ]      No [X]
Indicate the number of shares outstanding of the issuer's classes of common stock, as of the latest practicable date.
Class
  
Outstanding at July 25, 2018
Common Stock, $0.01 par value per share
  
329,004,371 shares

Table of Contents

CERNER CORPORATION

TABLE OF CONTENTS
 
Part I.
Financial Information:
 
 
 
 
Item 1.
Financial Statements:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
Item 3.
 
 
 
Item 4.
 
 
 
Part II.
Other Information:
 
 
 
 
Item 2.
 
 
 
Item 6.
 
 
 
Signatures
 


Table of Contents

Part I. Financial Information

Item 1. Financial Statements

CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
As of June 30, 2018 (unaudited) and December 30, 2017
(In thousands, except share data)
2018
 
2017
 
 
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
510,968

 
$
370,923

Short-term investments
374,596

 
434,844

Receivables, net
1,151,860

 
1,042,781

Inventory
15,345

 
15,749

Prepaid expenses and other
326,623

 
515,930

Total current assets
2,379,392

 
2,380,227

 
 
 
 
Property and equipment, net
1,666,309

 
1,603,319

Software development costs, net
867,284

 
822,159

Goodwill
849,455

 
853,005

Intangible assets, net
439,999

 
479,753

Long-term investments
118,286

 
196,837

Other assets
208,274

 
134,011

 
 
 
 
Total assets
$
6,528,999

 
$
6,469,311

 
 
 
 
Liabilities and Shareholders' Equity
 
 
 
 
 
 
 
Current liabilities:
 
 
 
Accounts payable
$
284,203

 
$
218,996

Current installments of long-term debt and capital lease obligations
2,155

 
11,585

Deferred revenue
278,668

 
311,337

Accrued payroll and tax withholdings
205,337

 
183,770

Other accrued expenses
65,324

 
63,907

Total current liabilities
835,687

 
789,595

 
 
 
 
Long-term debt and capital lease obligations
438,760

 
515,130

Deferred income taxes and other liabilities
371,381

 
365,674

Deferred revenue
4,317

 
13,564

Total liabilities
1,650,145

 
1,683,963

 
 
 
 
Shareholders' Equity:
 
 
 
Common stock, $.01 par value, 500,000,000 shares authorized, 360,501,265 shares issued at June 30, 2018 and 359,204,864 shares issued at December 30, 2017
3,605

 
3,592

Additional paid-in capital
1,443,803

 
1,380,371

Retained earnings
5,275,824

 
4,938,866

Treasury stock, 31,536,972 shares at June 30, 2018 and 26,743,517 shares at December 30, 2017
(1,751,723
)
 
(1,464,099
)
Accumulated other comprehensive loss, net
(92,655
)
 
(73,382
)
Total shareholders' equity
4,878,854

 
4,785,348

 
 
 
 
Total liabilities and shareholders' equity
$
6,528,999

 
$
6,469,311


See notes to condensed consolidated financial statements (unaudited).

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CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three and six months ended June 30, 2018 and July 1, 2017
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
(In thousands, except per share data)
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Revenues
$
1,367,727

 
$
1,291,994

 
$
2,660,588

 
$
2,552,480

Costs and expenses:
 
 
 
 
 
 
 
Costs of revenue
238,783

 
223,063

 
470,061

 
422,056

Sales and client service
635,105

 
563,387

 
1,225,053

 
1,123,587

Software development (Includes amortization of $52,141 and $102,142 for the three and six months ended June 30, 2018, respectively; and $41,427 and $81,988 for the three and six months ended July 1, 2017, respectively)
168,278

 
142,835

 
329,895

 
288,736

General and administrative
95,464

 
90,633

 
187,758

 
179,025

Amortization of acquisition-related intangibles
21,810

 
22,688

 
44,319

 
45,562

 
 
 
 
 
 
 
 
Total costs and expenses
1,159,440

 
1,042,606

 
2,257,086

 
2,058,966

 
 
 
 
 
 
 
 
Operating earnings
208,287

 
249,388

 
403,502

 
493,514

 
 
 
 
 
 
 
 
Other income, net
6,597

 
2,661

 
11,461

 
1,545

 
 
 
 
 
 
 
 
Earnings before income taxes
214,884

 
252,049

 
414,963

 
495,059

Income taxes
(45,527
)
 
(72,366
)
 
(85,605
)
 
(142,163
)
 
 
 
 
 
 
 
 
Net earnings
$
169,357

 
$
179,683

 
$
329,358

 
$
352,896

 
 
 
 
 
 
 
 
Basic earnings per share
$
0.51

 
$
0.54

 
$
0.99

 
$
1.07

Diluted earnings per share
$
0.51

 
$
0.53

 
$
0.98

 
$
1.05

Basic weighted average shares outstanding
330,206

 
331,056

 
331,479

 
330,607

Diluted weighted average shares outstanding
333,562

 
337,898

 
335,223

 
337,116

See notes to condensed consolidated financial statements (unaudited).


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CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
For the three and six months ended June 30, 2018 and July 1, 2017
(unaudited)
 
 
Three Months Ended
 
Six Months Ended
(In thousands)
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Net earnings
$
169,357

 
$
179,683

 
$
329,358

 
$
352,896

Foreign currency translation adjustment and other (net of taxes (benefit) of $(335) and $585 for the three and six months ended June 30, 2018; and $904 and $1,091 for the three and six months ended July 1, 2017)
(21,811
)
 
16,158

 
(19,017
)
 
26,563

Unrealized holding gain (loss) on available-for-sale investments (net of taxes (benefit) of $209 and $(84) for the three and six months ended June 30, 2018; and $(33) and $35 for the three and six months ended July 1, 2017)
642

 
(54
)
 
(256
)
 
57

 
 
 
 
 
 
 
 
Comprehensive income
$
148,188

 
$
195,787

 
$
310,085

 
$
379,516


See notes to condensed consolidated financial statements (unaudited).


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CERNER CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the six months ended June 30, 2018 and July 1, 2017
(unaudited)
 
Six Months Ended
(In thousands)
2018
 
2017
 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES:
 
 
 
Net earnings
$
329,358

 
$
352,896

Adjustments to reconcile net earnings to net cash provided by operating activities:
 
 
 
Depreciation and amortization
312,645

 
278,889

Share-based compensation expense
49,139

 
39,359

Provision for deferred income taxes
1,736

 
25,849

Changes in assets and liabilities:
 
 
 
Receivables, net
(186,039
)
 
(79,723
)
Inventory
390

 
211

Prepaid expenses and other
181,035

 
106

Accounts payable
43,364

 
33,647

Accrued income taxes
7,919

 
(3,846
)
Deferred revenue
(40,132
)
 
12,336

Other accrued liabilities
9,251

 
(63,896
)
 
 
 
 
Net cash provided by operating activities
708,666

 
595,828

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES:
 
 
 
Capital purchases
(188,994
)
 
(189,372
)
Capitalized software development costs
(142,951
)
 
(142,966
)
Purchases of investments
(194,592
)
 
(182,484
)
Sales and maturities of investments
331,728

 
187,355

Purchase of other intangibles
(16,373
)
 
(14,036
)
 
 
 
 
Net cash used in investing activities
(211,182
)
 
(341,503
)
 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES:
 
 
 
Repayment of long-term debt
(75,000
)
 
—

Proceeds from exercise of stock options
21,343

 
38,293

Payments to taxing authorities in connection with shares directly withheld from associates
(7,308
)
 
(7,972
)
Treasury stock purchases
(287,624
)
 
—

Contingent consideration payments for acquisition of businesses
(1,691
)
 
(2,671
)
 
 
 
 
Net cash provided by (used in) financing activities
(350,280
)

27,650

 
 
 
 
Effect of exchange rate changes on cash and cash equivalents
(7,159
)
 
7,594

 
 
 
 
Net increase in cash and cash equivalents
140,045

 
289,569

Cash and cash equivalents at beginning of period
370,923

 
170,861

 
 
 
 
Cash and cash equivalents at end of period
$
510,968

 
$
460,430

See notes to condensed consolidated financial statements (unaudited).

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CERNER CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
(1) Interim Statement Presentation

Basis of Presentation

The condensed consolidated financial statements included herein have been prepared by Cerner Corporation ("Cerner," the "Company," "we," "us" or "our") without audit, pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("GAAP") have been condensed or omitted pursuant to such rules and regulations. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our latest annual report on Form 10-K.
 
In management's opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments (consisting of only normal recurring adjustments) necessary to present fairly the financial position and the results of operations and cash flows for the periods presented. Our interim results as presented in this Form 10-Q are not necessarily indicative of the operating results for the entire year.

The condensed consolidated financial statements were prepared using GAAP. These principles require us to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenues and expenses. Actual results could differ from those estimates.

Fiscal Period End

Our second fiscal quarter ends on the Saturday closest to June 30. The 2018 and 2017 second quarters ended on June 30, 2018 and July 1, 2017, respectively. All references to years in these notes to condensed consolidated financial statements represent the respective three or six months ended on such dates, unless otherwise noted.

Supplemental Disclosures of Cash Flow Information
 
 
 
Six Months Ended
(In thousands)
 
 
2018
 
2017
Cash paid during the period for:
 
 
 
 
 
Interest (including amounts capitalized of $5,874 and $5,520, respectively)
 
 
$
8,333

 
$
9,067

Income taxes, net of refunds
 
 
(86,825
)
 
99,104


Accounting Pronouncements Adopted in 2018

Revenue Recognition. In the first quarter of 2018, we adopted new revenue guidance. Refer to Note (2) for further details.

Financial Instruments. In January 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities, which was subsequently amended in February 2018 by ASU 2018-03, Technical Corrections and Improvements to Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. This new guidance addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Such guidance impacts how we account for our investments reported under the cost method of accounting as follows:

•
Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the investee) are required to be measured at fair value with changes in fair value recognized in net earnings. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer.


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•
The impairment assessment of equity investments without readily determinable fair values will require a qualitative assessment to identify impairment. When a qualitative assessment indicates that impairment exists, an entity is required to measure the investment at fair value.
We adopted this new guidance effective for our first quarter of 2018. Provisions within the guidance applicable to the Company were required to be applied prospectively. The adoption of such guidance did not have a material impact on our condensed consolidated financial statements and related disclosures.

Recently Issued Accounting Pronouncements

Leases. In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which introduces a new model that requires most leases to be reported on the balance sheet and aligns many of the underlying principles of the new lessor model with those in the new revenue recognition standard. The standard requires the use of the modified retrospective (cumulative effect) transition approach. ASU 2016-02 is effective for the Company in the first quarter of 2019, with early adoption permitted. We are currently evaluating the effect that ASU 2016-02 will have on our consolidated financial statements and related disclosures, and we do not expect to early adopt.

In the second quarter of 2018, we continued our analysis of contractual arrangements that may qualify as leases under the new standard. We currently expect the most significant impact of this new guidance will be the recognition of right-of-use assets and lease liabilities for our operating leases of office space. At December 30, 2017, we disclosed aggregate minimum future payments under these arrangements of $124 million within Note 16, Commitments in our most recent Form 10-K. We do not expect the new standard to have a significant impact on our consolidated statements of operations.

Our analysis and evaluation of the new standard will continue through the effective date in the first quarter of 2019. We must complete our analysis of contractual arrangements, quantify all impacts of this new guidance, and evaluate related disclosures. We must also implement any necessary changes/modifications to processes, accounting systems, and internal controls.

Credit Losses on Financial Instruments. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which provides new guidance regarding the measurement and recognition of credit impairment for certain financial assets. Such guidance will impact how we determine our allowance for estimated uncollectible receivables and evaluate our available-for-sale investments for impairment. ASU 2016-13 is effective for the Company in the first quarter of 2020, with early adoption permitted in the first quarter of 2019. We are currently evaluating the effect that ASU 2016-13 will have on our consolidated financial statements and related disclosures, and we have not determined if we will early adopt.

Callable Debt Securities. In March 2017, the FASB issued ASU 2017-08, Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities, which shortens the amortization period for certain investments in callable debt securities purchased at a premium by requiring the premium be amortized to the earliest call date. Such guidance will impact how premiums are amortized on our available-for-sale investments. ASU 2017-08 is effective for the Company in the first quarter of 2019, with early adoption permitted. The standard requires the use of the modified retrospective (cumulative effect) transition approach. We do not expect ASU 2017-08 to have a material impact on our consolidated financial statements and related disclosures, and we do not expect to early adopt.

Accumulated Other Comprehensive Income. In February 2018, the FASB issued ASU 2018-02, Income Statement - Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income, which allows a reclassification from accumulated other comprehensive income ("AOCI") to retained earnings for "stranded tax effects" resulting from certain U.S. tax reform enacted in December 2017. Such "stranded tax effects" were created when deferred tax assets and liabilities related to items in AOCI were remeasured at the lower U.S. corporate tax rate in the period of enactment. ASU 2018-02 is effective for the Company in the first quarter of 2019, with early adoption permitted. The guidance in this ASU is to be applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. corporate tax rate was recognized. We are currently evaluating the effect that ASU 2018-02 will have on our consolidated financial statements and related disclosures, and we do not expect to early adopt.


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(2) Revenue Recognition

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 replaced most existing revenue recognition guidance in U.S. GAAP. The new standard introduces a five-step process to be followed in determining the amount and timing of revenue recognition. It also provides guidance on accounting for costs incurred to obtain or fulfill contracts with customers, and establishes disclosure requirements which are more extensive than those required under prior U.S. GAAP.

ASU 2014-09, as amended ("Topic 606"), was effective for the Company in the first quarter of 2018. We selected the modified retrospective (cumulative effect) transition method of adoption. Such method provides that the cumulative effect from prior periods upon applying the new guidance to contracts which were not complete as of the adoption date, be recognized in our condensed consolidated balance sheets as of December 31, 2017, including an adjustment to retained earnings. A summary of such cumulative effect adjustment is as follows:

(In thousands)
 
 
Increase /
(Decrease)
 
 
 
 
Receivables, net
 
 
$
(79,492
)
Prepaid expenses and other
 
 
(2,253
)
Other assets
 
 
81,157

Accounts payable
 
 
(9,361
)
Deferred income taxes and other liabilities
 
 
1,173

Retained earnings
 
 
7,600


Prior periods were not retrospectively adjusted. The impact of applying Topic 606 (versus prior U.S. GAAP) increased revenues by $21 million and $64 million, and earnings before income taxes by $15 million and $13 million, for the three and six months ended June 30, 2018, respectively. The impact of applying Topic 606 (versus prior U.S. GAAP) did not have a significant impact on other line items in our condensed consolidated statements of operations, statements of comprehensive income, and statements of cash flows for the three and six month periods ended June 30, 2018. Additionally, the impact of applying Topic 606 did not have a significant impact on our condensed consolidated balance sheet as of June 30, 2018.

Revenue Recognition Policy

We enter into contracts with customers that may include various combinations of our software solutions and related services, which are generally capable of being distinct and accounted for as separate performance obligations. The predominant model of customer procurement involves multiple deliverables and includes a software license agreement, project-related implementation and consulting services, software support, hosting services, and computer hardware. We allocate revenues to each performance obligation within an arrangement based on estimated relative stand-alone selling price. Revenue is then recognized for each performance obligation upon transfer of control of the software solution or services to the customer in an amount that reflects the consideration we expect to receive.

Generally, we recognize revenue under Topic 606 for each of our performance obligations as follows:

•
Perpetual software licenses - We recognize perpetual software license revenues when control of such licenses are transferred to the client ("point in time"). We determine the amount of consideration allocated to this performance obligation using the residual approach.

•
Software as a service - We recognize software as a service ratably over the related hosting period ("over time").

•
Time-based software and content license fees - We recognize a license component of time-based software and content license fees upon delivery to the client ("point in time") and a non-license component (i.e. support) ratably over the respective contract term ("over time").

•
Hosting - Remote hosting recurring services are recognized ratably over the hosting service period ("over time"). Certain of our hosting arrangements contain fees deemed to be a "material right" under Topic 606. We recognize

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such fees over the term that will likely affect the client's decision about whether to renew the related hosting service ("over time").

•
Services - We recognize revenue for fixed fee services arrangements over time, utilizing a labor hours input method. For fee-for-service arrangements, we recognize revenue over time as hours are worked at the rates clients are invoiced, utilizing the "as invoiced" practical expedient available in Topic 606. For stand-ready services arrangements, we recognize revenue ratably over the related service period.

•
Support and maintenance - We recognize support and maintenance fees ratably over the related contract period ("over time").

•
Hardware - We recognize hardware revenues when control of such hardware/devices is transferred to the client ("point in time").

•
Transaction processing - We recognize transaction processing revenues ratably as we provide such services ("over time").

Such revenues are recognized net of any taxes collected from customers and subsequently remitted to governmental authorities.

Disaggregation of Revenue

The following tables present revenues disaggregated by our business models:

 
Three Months Ended
 
2018
 
2017(1)
(In thousands)
Domestic
Segment
Global
Segment
Total
 
Domestic
Segment
Global
Segment
Total
 
 
 
 
 
 
 
 
Licensed software
$
161,220

$
11,168

$
172,388

 
$
146,895

$
8,991

$
155,886

Technology resale
61,789

13,468

75,257

 
66,358

6,774

73,132

Subscriptions
76,419

6,532

82,951

 
112,518

6,272

118,790

Professional services
387,540

59,778

447,318

 
347,313

48,850

396,163

Managed services
261,787

23,765

285,552

 
242,673

19,006

261,679

Support and maintenance
229,779

49,177

278,956

 
214,642

44,932

259,574

Reimbursed travel
23,530

1,775

25,305

 
25,255

1,515

26,770

 
 
 
 
 
 
 
 
Total revenues
$
1,202,064

$
165,663

$
1,367,727

 
$
1,155,654

$
136,340

$
1,291,994

 
 
 
 
 
 
 
 
(1)As noted above, prior period amounts were not adjusted upon our adoption of Topic 606.


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Six Months Ended
 
2018
 
2017(1)
(In thousands)
Domestic
Segment
Global
Segment
Total
 
Domestic
Segment
Global
Segment
Total
 
 
 
 
 
 
 
 
Licensed software
$
285,314

$
21,893

$
307,207

 
$
279,427

$
18,787

$
298,214

Technology resale
120,038

18,595

138,633

 
126,871

10,368

137,239

Subscriptions
146,271

13,316

159,587

 
220,770

11,441

232,211

Professional services
767,384

121,202

888,586

 
696,177

96,301

792,478

Managed services
507,932

45,925

553,857

 
485,306

36,192

521,498

Support and maintenance
464,015

99,505

563,520

 
432,386

89,292

521,678

Reimbursed travel
46,206

2,992

49,198

 
46,521

2,641

49,162

 
 
 
 
 
 
 
 
Total revenues
$
2,337,160

$
323,428

$
2,660,588

 
$
2,287,458

$
265,022

$
2,552,480

 
 
 
 
 
 
 
 
(1)As noted above, prior period amounts were not adjusted upon our adoption of Topic 606.

The following table presents our revenues disaggregated by timing of revenue recognition:

 
Three Months Ended
 
Six Months Ended
 
2018
 
2018
(In thousands)
Domestic
Segment
Global
Segment
Total
 
Domestic
Segment
Global
Segment
Total
 
 
 
 
 
 
 
 
Revenue recognized over time
$
1,062,878

$
144,262

$
1,207,140

 
$
2,091,373

$
288,397

$
2,379,770

Revenue recognized at a point in time
139,186

21,401

160,587

 
245,787

35,031

280,818

 
 
 
 
 
 
 
 
Total revenues
$
1,202,064

$
165,663

$
1,367,727

 
$
2,337,160

$
323,428

$
2,660,588



Transaction Price Allocated to Remaining Performance Obligations

As of June 30, 2018, the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially unsatisfied) for executed contracts approximates $14.79 billion of which we expect to recognize approximately 31% of the revenue over the next 12 months and the remainder thereafter.

Contract Liabilities

Our payment arrangements with clients typically include an initial payment due upon contract signing and date-based licensed software payment terms and payments based upon delivery for services, hardware and sublicensed software. Customer payments received in advance of satisfaction of the related performance obligations are deferred as contract liabilities. Such amounts are classified in our condensed consolidated balance sheets as either current or long-term deferred revenue. During the six months ended June 30, 2018, we recognized $287 million of revenues that were included in our contract liability balance at the beginning of such period.

Costs to Obtain or Fulfill a Contract

We have determined the only significant incremental costs incurred to obtain contracts with clients within the scope of Topic 606 are sales commissions paid to our associates. We record sales commissions as an asset, and amortize to expense ratably over the remaining performance periods of the related contracts with remaining performance obligations. At June 30, 2018, our condensed consolidated balance sheet includes an $85 million asset related to sales commissions to be expensed in future periods, which is included in other assets.


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During the three and six months ended June 30, 2018, we recognized $10 million and $18 million, respectively, of amortization related to this sales commissions asset, which is included in costs of revenue in our condensed consolidated statements of operations.

Significant Judgments when Applying Topic 606

Our contracts with clients typically include various combinations of our software solutions and related services. Determining whether such software solutions and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Specifically, judgment is required to determine whether software licenses are distinct from services and hosting included in an arrangement.

Contract transaction price is allocated to performance obligations using estimated stand-alone selling price. Judgment is required in estimating stand-alone selling price for each distinct performance obligation. We determine stand-alone selling price maximizing observable inputs such as stand-alone sales when they exist or substantive renewal prices charged to clients. In instances where stand-alone selling price is not observable, we utilize an estimate of stand-alone selling price. Such estimates are derived from various methods that include: cost plus margin, historical pricing practices, and the residual approach, which requires a considerable amount of judgment.

The labor hours input method used for our fixed fee services performance obligation is dependent on our ability to reliably estimate the direct labor hours to complete a project, which may span several years. We utilize our historical project experience and detailed planning process as a basis for our future estimates to complete current projects.

Certain of our arrangements contain variable consideration. We do not believe our estimates of variable consideration to be significant to our determination of revenue recognition.

Practical Expedients

We have reflected the aggregate effect of all contract modifications occurring prior to the Topic 606 adoption date when (i) identifying the satisfied and unsatisfied performance obligations, (ii) determining the transaction price, and (iii) allocating the transaction price to the satisfied and unsatisfied performance obligations.

(3) Receivables

Receivables consist of client receivables and the current portion of amounts due under sales-type leases.

Client receivables represent recorded revenues that have either been billed, or for which we have an unconditional right to invoice and receive payment in the future. We periodically provide long-term financing options to creditworthy clients through extended payment terms. Generally, these extended payment terms provide for date-based payments over a fixed period, not to exceed the term of the overall arrangement. Thus, our portfolio of client contracts contains a financing component, which is recognized over time as a component of other income, net in our condensed consolidated statements of operations.

Lease receivables represent our net investment in sales-type leases resulting from the sale of certain health care devices to our clients.

We perform ongoing credit evaluations of our clients and generally do not require collateral from our clients. We provide an allowance for estimated uncollectible accounts based on specific identification, historical experience and our judgment.

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A summary of net receivables is as follows:
(In thousands)
June 30, 2018
 
December 30, 2017
 
 
 
 
Client receivables
$
1,204,487

 
$
1,082,886

Less: Allowance for doubtful accounts
61,639

 
52,786

 
 
 
 
Client receivables, net of allowance
1,142,848

 
1,030,100

 
 
 
 
Current portion of lease receivables
9,012

 
12,681

 
 
 
 
Total receivables, net
$
1,151,860

 
$
1,042,781


During the second quarter of 2008, Fujitsu Services Limited's ("Fujitsu") contract as the prime contractor in the National Health Service ("NHS") initiative to automate clinical processes and digitize medical records in the Southern region of England was terminated. This gave rise to the termination of our subcontract for the project. We continue to be in dispute with Fujitsu regarding Fujitsu's obligation to pay amounts due upon termination, including our client receivables and damages for pre-termination losses. We are working with Fujitsu to resolve these issues based on processes provided for in the subcontract. Part of that process required final resolution of disputes between Fujitsu and the NHS regarding the prime contract termination, which has now occurred. As of June 30, 2018, it remains unlikely that our matter with Fujitsu will be resolved in the next 12 months. Therefore, these client receivables have been classified as long-term and represent less than the majority of other long-term assets at June 30, 2018 and December 30, 2017. While the ultimate collectability of the client receivables pursuant to this process is uncertain, we believe that we have valid and equitable grounds for recovery of such amounts and that collection of recorded amounts is probable. Nevertheless, it is reasonably possible that our estimates regarding collectability of such amounts might materially change.

During the first six months of 2018 and 2017, we received total client cash collections of $2.59 billion and $2.64 billion, respectively.
 
(4) Investments

Available-for-sale investments at June 30, 2018 were as follows:
(In thousands)
 
Adjusted Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
 
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
Money market funds
 
$
42,195

 
$
—

 
$
—

 
$
42,195

Time deposits
 
78,581

 
—

 
—

 
78,581

Total cash equivalents
 
120,776

 
—

 
—

 
120,776

 
 
 
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
 
Time deposits
 
28,988

 
—

 
—

 
28,988

Commercial paper
 
77,950

 
—

 
(98
)
 
77,852

Government and corporate bonds
 
268,884

 
—

 
(1,128
)
 
267,756

Total short-term investments
 
375,822

 
—

 
(1,226
)
 
374,596

 
 
 
 
 
 
 
 
 
Long-term investments:
 
 
 
 
 
 
 
 
Government and corporate bonds
 
105,251

 
—

 
(753
)
 
104,498

 
 
 
 
 
 
 
 
 
Total available-for-sale investments
 
$
601,849


$
—


$
(1,979
)

$
599,870



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Available-for-sale investments at December 30, 2017 were as follows:
(In thousands)
 
Adjusted Cost
 
Gross Unrealized Gains
 
Gross Unrealized Losses
 
Fair Value
 
 
 
 
 
 
 
 
 
Cash equivalents:
 
 
 
 
 
 
 
 
Money market funds
 
$
99,472

 
$
—

 
$
—

 
$
99,472

Time deposits
 
60,226

 
—

 
—

 
60,226

Government and corporate bonds
 
850

 
—

 
—

 
850

Total cash equivalents
 
160,548

 
—

 
—

 
160,548

 
 
 
 
 
 
 
 
 
Short-term investments:
 
 
 
 
 
 
 
 
Time deposits
 
40,186

 
—

 
—

 
40,186

Commercial paper
 
147,646

 
2

 
(139
)
 
147,509

Government and corporate bonds
 
247,626

 
—

 
(477
)
 
247,149

Total short-term investments
 
435,458

 
2

 
(616
)
 
434,844

 
 
 
 
 
 
 
 
 
Long-term investments:
 
 
 
 
 
 
 
 
Government and corporate bonds
 
185,478

 
—

 
(1,026
)
 
184,452

 
 
 
 
 
 
 
 
 
Total available-for-sale investments
 
$
781,484

 
$
2

 
$
(1,642
)
 
$
779,844


We sold available-for-sale investments for proceeds of $45 million and $20 million during the six months ended June 30, 2018 and July 1, 2017, respectively, resulting in insignificant gains/losses in each period.

Other Investments

On July 27, 2018 we acquired a minority interest in Essence Group Holdings Corporation ("Essence Group") for cash consideration of $266 million under a Stock Purchase Agreement ("SPA") dated July 9, 2018. Concurrently with the execution of the SPA, we announced a strategic operating relationship with Lumeris Healthcare Outcomes, LLC ("Lumeris"), a subsidiary of Essence Group, pursuant to which we will collaborate to bring to market an EHR-agnostic offering, Maestro AdvantageTM, designed to help providers who participate in value-based arrangements, including Medicare Advantage and provider-sponsored health plans, control costs and improve outcomes.

(5) Fair Value Measurements

We determine fair value measurements used in our consolidated financial statements based upon 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. The fair value hierarchy distinguishes between (1) market participant assumptions developed based on market data obtained from independent sources (observable inputs) and (2) an entity's own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy consists of three broad levels, which gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1) and the lowest priority to unobservable inputs (Level 3). The three levels of the fair value hierarchy are described below:
 
•
Level 1 – Valuations based on quoted prices in active markets for identical assets or liabilities that the entity has the ability to access.
•
Level 2 – Valuations based on quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable data for substantially the full term of the assets or liabilities.
•
Level 3 – Valuations based on inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


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The following table details our financial assets measured and recorded at fair value on a recurring basis at June 30, 2018:
(In thousands)
 
 
 
 
 
 

 
Fair Value Measurements Using
Description
 
Balance Sheet Classification
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
Money market funds
 
Cash equivalents
 
$
42,195

 
$
—

 
$
—

Time deposits
 
Cash equivalents
 
—

 
78,581

 
—

Time deposits
 
Short-term investments
 
—

 
28,988

 
—

Commercial paper
 
Short-term investments
 
—

 
77,852

 
—

Government and corporate bonds
 
Short-term investments
 
—

 
267,756

 
—

Government and corporate bonds
 
Long-term investments
 
—

 
104,498

 
—


The following table details our financial assets measured and recorded at fair value on a recurring basis at December 30, 2017:
(In thousands)
 
 
 
 
 
 
 
 
Fair Value Measurements Using
Description
 
Balance Sheet Classification
 
Level 1
 
Level 2
 
Level 3
 
 
 
 
 
 
 
 
 
Money market funds
 
Cash equivalents
 
$
99,472

 
$
—

 
$
—

Time deposits
 
Cash equivalents
 
—

 
60,226

 
—

Government and corporate bonds
 
Cash equivalents
 
—

 
850

 
—

Time deposits
 
Short-term investments
 
—

 
40,186

 
—

Commercial paper
 
Short-term investments
 
—

 
147,509

 
—

Government and corporate bonds
 
Short-term investments
 
—

 
247,149

 
—

Government and corporate bonds
 
Long-term investments
 
—

 
184,452

 
—

We estimate the fair value of our long-term, fixed rate debt using a Level 3 discounted cash flow analysis based on current borrowing rates for debt with similar maturities. We estimate the fair value of our long-term, variable rate debt using a Level 3 discounted cash flow analysis based on LIBOR rate forward curves. The fair value of our long-term debt, including current maturities, at June 30, 2018 and December 30, 2017 was approximately $431 million and $519 million, respectively. The carrying amount of such debt at June 30, 2018 and December 30, 2017 was $425 million and $500 million, respectively.

(6) Long-term Debt and Capital Lease Obligations

The following is a summary of indebtedness outstanding:
(In thousands)
June 30, 2018
 
December 30, 2017
 
 
 
 
Senior Notes
$
425,000

 
$
500,000

Capital lease obligations
2,155

 
13,068

Other
14,162

 
14,162

 
 
 
 
  Debt and capital lease obligations
441,317

 
527,230

Less: debt issuance costs
(402
)
 
(515
)
 
 
 
 
  Debt and capital lease obligations, net
440,915

 
526,715

Less: current portion
(2,155
)
 
(11,585
)
 
 
 
 
  Long-term debt and capital lease obligations
$
438,760

 
$
515,130


In March 2018, we repaid our $75 million floating rate Series 2015-C Notes due February 15, 2022.


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(7) Income Taxes

We determine the tax provision for interim periods using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.

H.R. 1, An Act to provide for reconciliation pursuant to titles II and V of the concurrent resolution on the budget for fiscal year 2018 ("U.S. Tax Reform"), was enacted on December 22, 2017. U.S. Tax Reform provides for, among other things, the reduction of the U.S. corporate tax rate from 35% to 21%, effective January 1, 2018. Relevant accounting guidance provides that the impact of U.S. Tax Reform, as of the date of enactment, may be provisionally recorded and adjusted during a measurement period of up to one year. As of December 30, 2017, we provisionally recorded certain impacts of U.S. Tax Reform including an adjustment to our net deferred tax liability arising from the reduction in the federal tax rate as well as the impact of mandatory deemed repatriation. Additional analysis and computations are being performed with respect to these provisional amounts. The ultimate impact as of the enactment date may differ from the provisional amounts we have recorded, possibly materially, due to among other things, additional regulatory guidance that may be issued and changes to our assumptions and interpretations. No measurement period adjustments were recorded during the six months ended June 30, 2018.

Our effective tax rate was 20.6% and 28.7% for the first six months of 2018 and 2017, respectively. The decrease in the effective tax rate in 2018 is primarily due to the aforementioned reduction in the U.S. corporate statutory tax rate from 35% to 21%.

(8) Earnings Per Share

A reconciliation of the numerators and the denominators of the basic and diluted per share computations are as follows:
 
Three Months Ended
 
2018
 
2017
 
Earnings
 
Shares
 
Per-Share
 
Earnings
 
Shares
 
Per-Share
(In thousands, except per share data)
(Numerator)
 
(Denominator)
 
Amount
 
(Numerator)
 
(Denominator)
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders
$
169,357

 
330,206

 
$
0.51

 
$
179,683

 
331,056

 
$
0.54

Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Stock options and non-vested shares
—

 
3,356

 
 
 
—

 
6,842

 
 
Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders including assumed conversions
$
169,357

 
333,562

 
$
0.51

 
$
179,683

 
337,898

 
$
0.53


For the three months ended June 30, 2018 and July 1, 2017, options to purchase 14.0 million and 11.0 million shares of common stock at per share prices ranging from $47.99 to $73.40 and $50.04 to $73.40, respectively, were outstanding but were not included in the computation of diluted earnings per share because they were anti-dilutive.

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Six Months Ended
 
2018
 
2017
 
Earnings
 
Shares
 
Per-Share
 
Earnings
 
Shares
 
Per-Share
(In thousands, except per share data)
(Numerator)
 
(Denominator)
 
Amount
 
(Numerator)
 
(Denominator)
 
Amount
 
 
 
 
 
 
 
 
 
 
 
 
Basic earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders
$
329,358

 
331,479

 
$
0.99

 
$
352,896

 
330,607

 
$
1.07

Effect of dilutive securities:
 
 
 
 
 
 
 
 
 
 
 
Stock options and non-vested shares
—

 
3,744

 
 
 
—

 
6,509

 
 
Diluted earnings per share:
 
 
 
 
 
 
 
 
 
 
 
Income available to common shareholders including assumed conversions
$
329,358

 
335,223

 
$
0.98

 
$
352,896

 
337,116

 
$
1.05


For the six months ended June 30, 2018 and July 1, 2017, options to purchase 12.4 million and 11.7 million shares of common stock at per share prices ranging from $50.04 to $73.40 and $47.38 to $73.40, respectively, were outstanding but were not included in the computation of diluted earnings per share because they were anti-dilutive.

(9) Share-Based Compensation and Equity

Stock Options

Stock option activity for the six months ended June 30, 2018 was as follows:
(In thousands, except per share data)
Number of
Shares
 
Weighted-
Average
Exercise 
Price
 
Aggregate
Intrinsic 
Value
 
Weighted-Average      
Remaining      
Contractual
 Term (Yrs)      
Outstanding at beginning of year
21,332

 
$
49.40

 
 
 
 
Granted
3,572

 
58.32

 
 
 
 
Exercised
(947
)
 
23.25

 
 
 
 
Forfeited and expired
(156
)
 
60.75

 
 
 
 
Outstanding as of June 30, 2018
23,801

 
51.71

 
$
235,909

 
6.67
 
 
 
 
 
 
 
 
Exercisable as of June 30, 2018
12,287

 
$
43.77

 
$
210,966

 
4.84

The weighted-average assumptions used to estimate the fair value, under the Black-Scholes-Merton pricing model, of stock options granted during the six months ended June 30, 2018 were as follows:
Expected volatility (%)
 
27.0
%
Expected term (yrs)
 
7

Risk-free rate (%)
 
2.8
%
Fair value per option
 
$
20.12

As of June 30, 2018, there was $185 million of total unrecognized compensation cost related to stock options granted under all plans. That cost is expected to be recognized over a weighted-average period of 3.59 years.

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Non-vested Shares and Share Units

Non-vested share and share unit activity for the six months ended June 30, 2018 was as follows:
(In thousands, except per share data)
Number of Shares
 
Weighted-Average
Grant Date Fair Value
 
 
 
 
Outstanding at beginning of year
799

 
$
66.76

Granted
480

 
58.72

Vested
(343
)
 
65.54

Forfeited
(3
)
 
62.78

 
 
 
 
Outstanding as of June 30, 2018
933

 
$
63.08

As of June 30, 2018, there was $44 million of total unrecognized compensation cost related to non-vested share and share unit awards granted under all plans. That cost is expected to be recognized over a weighted-average period of 2.09 years.

Share-Based Compensation Cost

The following table presents total compensation expense recognized with respect to stock options, non-vested shares and share units, and our associate stock purchase plan:
 
Three Months Ended
 
Six Months Ended
(In thousands)
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Stock option and non-vested share and share unit compensation expense
$
24,204

 
$
21,859

 
$
49,139

 
$
39,359

Associate stock purchase plan expense
1,916

 
1,495

 
3,278

 
2,970

Amounts capitalized in software development costs, net of amortization
161

 
(200
)
 
321

 
(320
)
 
 
 
 
 
 
 
 
Amounts charged against earnings, before income tax benefit
$
26,281

 
$
23,154

 
$
52,738

 
$
42,009

 
 
 
 
 
 
 
 
Amount of related income tax benefit recognized in earnings
$
5,568

 
$
6,647

 
$
10,868

 
$
12,063


Treasury Stock

In May 2017, our Board of Directors authorized a share repurchase program that allows the Company to repurchase up to $500 million of shares of our common stock, excluding transaction costs. The repurchases are to be effectuated in the open market, by block purchase, in privately negotiated transactions, or through other transactions managed by broker-dealers. No time limit was set for the completion of the program. In May 2018, our Board of Directors approved an amendment to the repurchase program that was authorized in May 2017. Under the amendment, the Company was authorized to repurchase up to an additional $500 million of shares of our common stock, for an aggregate of $1 billion, excluding transaction costs. During the six months ended June 30, 2018, we repurchased 4.8 million shares for total consideration of $288 million under the program. The shares were recorded as treasury stock and accounted for under the cost method. No repurchased shares have been retired. At June 30, 2018, $639 million remains available for repurchase under the program.

(10) Contingencies

We accrue estimates for resolution of any legal and other contingencies when losses are probable and reasonably estimable, in accordance with Accounting Standards Codification Topic 450, Contingencies.


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The terms of our software license agreements with our clients generally provide for a limited indemnification of such clients against losses, expenses and liabilities arising from third party claims based on alleged infringement by our solutions of an intellectual property right of such third party. The terms of such indemnification often limit the scope of and remedies for such indemnification obligations and generally include a right to replace or modify an infringing solution. To date, we have not had to reimburse any of our clients for any judgments or settlements to third parties related to these indemnification provisions pertaining to intellectual property infringement claims. For several reasons, including the lack of a sufficient number of prior indemnification claims and the lack of a monetary liability limit for certain infringement cases under the terms of the corresponding agreements with our clients, we cannot determine the maximum amount of potential future payments, if any, related to such indemnification provisions.

In addition to commitments and obligations in the ordinary course of business, we are subject to various legal proceedings and claims that arise in the ordinary course of business, including for example, employment and client disputes and litigation alleging solution and implementation defects, personal injury, intellectual property infringement, violations of law and breaches of contract and warranties. Many of these proceedings are at preliminary stages and many seek an indeterminate amount of damages. At this time, we do not believe the range of potential losses under these claims to be material to our condensed consolidated financial statements.

No less than quarterly, we review the status of each significant matter and assess our potential financial exposure. We accrue a liability for an estimated loss if the potential loss from any legal proceeding or claim is considered probable and the amount can be reasonably estimated. Significant judgment is required in both the determination of probability and the determination as to whether the amount of an exposure is reasonably estimable, and accruals are based only on the information available to our management at the time the judgment is made. Furthermore, the outcome of legal proceedings is inherently uncertain, and we may incur substantial defense costs and expenses defending any of these matters. Should any one or a combination of more than one of these proceedings be successful, or should we determine to settle any one or a combination of these matters, we may be required to pay substantial sums, become subject to the entry of an injunction or be forced to change the manner in which we operate our business, which could have a material adverse impact on our business, results of operations, cash flows or financial condition.

(11) Segment Reporting

We have two operating segments, Domestic and Global. Revenues are derived primarily from the sale of clinical, financial and administrative information solutions and services. The cost of revenues includes the cost of third party consulting services, computer hardware, devices and sublicensed software purchased from manufacturers for delivery to clients. It also includes the cost of hardware maintenance and sublicensed software support subcontracted to the manufacturers. Operating expenses incurred by the geographic business segments consist of sales and client service expenses including salaries of sales and client service personnel, expenses associated with our managed services business, marketing expenses, communications expenses and unreimbursed travel expenses. "Other" includes expenses that have not been allocated to the operating segments, such as software development, general and administrative expenses, acquisition costs and related adjustments, share-based compensation expense, and certain amortization and depreciation. Performance of the segments is assessed at the operating earnings level by our chief operating decision maker, who is our Chief Executive Officer. Items such as interest, income taxes, capital expenditures and total assets are managed at the consolidated level and thus are not included in our operating segment disclosures. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis.

The following table presents a summary of our operating segments and other expense for the three and six months ended June 30, 2018 and July 1, 2017:
(In thousands)
Domestic
 
Global    
 
Other    
 
Total    
 
 
 
 
 
 
 
 
Three Months Ended 2018
 
 
 
 
 
 
 
Revenues
$
1,202,064

 
$
165,663

 
$
—

 
$
1,367,727

 
 
 
 
 
 
 
 
Costs of revenue
208,185

 
30,598

 
—

 
238,783

Operating expenses
551,468

 
73,407

 
295,782

 
920,657

Total costs and expenses
759,653

 
104,005


295,782

 
1,159,440

 
 
 
 
 
 
 
 
Operating earnings (loss)
$
442,411

 
$
61,658

 
$
(295,782
)
 
$
208,287


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Table of Contents

(In thousands)
Domestic
 
Global    
 
Other    
 
Total    
 
 
 
 
 
 
 
 
Three Months Ended 2017
 
 
 
 
 
 
 
Revenues
$
1,155,654

 
$
136,340

 
$
—

 
$
1,291,994

 
 
 
 
 
 
 
 
Costs of revenue
197,336

 
25,727

 
—

 
223,063

Operating expenses
488,955

 
65,581

 
265,007

 
819,543

Total costs and expenses
686,291

 
91,308

 
265,007

 
1,042,606

 
 
 
 
 
 
 
 
Operating earnings (loss)
$
469,363

 
$
45,032

 
$
(265,007
)
 
$
249,388

(In thousands)
Domestic
 
Global    
 
Other    
 
Total    
 
 
 
 
 
 
 
 
Six Months Ended 2018
 
 
 
 
 
 
 
Revenues
$
2,337,160

 
$
323,428

 
$
—

 
$
2,660,588

 
 
 
 
 
 
 
 
Costs of revenue
414,859

 
55,202

 
—

 
470,061

Operating expenses
1,071,339

 
142,551

 
573,135

 
1,787,025

Total costs and expenses
1,486,198

 
197,753

 
573,135

 
2,257,086

 
 
 
 
 
 
 
 
Operating earnings (loss)
$
850,962

 
$
125,675

 
$
(573,135
)
 
$
403,502

(In thousands)
Domestic
 
Global    
 
Other    
 
Total    
 
 
 
 
 
 
 
 
Six Months Ended 2017
 
 
 
 
 
 
 
Revenues
$
2,287,458

 
$
265,022

 
$
—

 
$
2,552,480

 
 
 
 
 
 
 
 
Costs of revenue
373,697

 
48,359

 
—

 
422,056

Operating expenses
972,335

 
129,104

 
535,471

 
1,636,910

Total costs and expenses
1,346,032

 
177,463

 
535,471

 
2,058,966

 
 
 
 
 
 
 
 
Operating earnings (loss)
$
941,426

 
$
87,559

 
$
(535,471
)
 
$
493,514



18
Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following Management Discussion and Analysis ("MD&A") is intended to help the reader understand the results of operations and financial condition of Cerner Corporation ("Cerner," the "Company," "we," "us" or "our"). This MD&A is provided as a supplement to, and should be read in conjunction with, our condensed consolidated financial statements and the accompanying notes to condensed consolidated financial statements ("Notes") found above.

Our second fiscal quarter ends on the Saturday closest to June 30. The 2018 and 2017 second quarters ended on June 30, 2018 and July 1, 2017, respectively. All references to years in this MD&A represent the respective three or six months ended on such dates, unless otherwise noted.
 
Except for the historical information and discussions contained herein, statements contained in this quarterly report on Form 10-Q may constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"). Forward-looking statements are based on the current beliefs, expectations and assumptions of Cerner's management with respect to future events and are subject to a number of significant risks and uncertainties. It is important to note that Cerner's performance, and actual results, financial condition or business could differ materially from those expressed in such forward-looking statements. These statements can often be identified by the use of forward-looking terminology, such as "could," "should," "will," "believe," "may," "expect," "positioned," "anticipate," "forecast," "guidance," "opportunity," "outlook" or "estimate" or the negative of these words, variations thereof or similar expressions. These statements involve a number of risks, uncertainties and other factors that could cause actual results to differ materially, including without limitation: the possibility of significant costs and reputational harm related to product-related liabilities; potential claims for system errors and warranties; the possibility of interruption at our data centers or client support facilities that could expose us to significant costs and reputational harm; the possibility of increased expenses, exposure to legal claims and regulatory actions and reputational harm associated with a cyberattack or other breach in our IT security; our proprietary technology may be subject to claims for infringement or misappropriation of intellectual property rights of others, or may be infringed or misappropriated by others; potential claims or other risks associated with relying on open source software in our proprietary software, solutions or services; material adverse resolution of legal proceedings; risks associated with our global operations, including without limitation, greater difficulty in collecting accounts receivable; risks associated with fluctuations in foreign currency exchange rates; changes in tax laws, regulations or guidance that could adversely affect our tax position and/or challenges to our tax positions in the U.S. and non-U.S. countries; the uncertainty surrounding the impact of the United Kingdom's vote to leave the European Union (commonly referred to as Brexit) on our global business; risks associated with the unexpected loss or recruitment and retention of key personnel or the failure to successfully develop and execute succession planning to assure transitions of key associates and their knowledge, relationships and expertise; risks related to our dependence on strategic relationships and third party suppliers; risks inherent with business acquisitions and combinations and the integration thereof into our business; risks associated with volatility and disruption resulting from global economic or market conditions; significant competition and our ability to quickly respond to market changes and changing technologies and to bring competitive new solutions, devices, features and services to market in a timely fashion; managing growth in the new markets in which we offer solutions, health care devices or services; long sales cycles for our solutions and services; risks inherent in contracting with government clients, including without limitation, complying with strict compliance and disclosure obligations, navigating complex procurement rules and processes and defending against bid protests; risks associated with our outstanding and future indebtedness, such as compliance with restrictive covenants, which may limit our flexibility to operate our business; changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements; the potential for losses resulting from asset impairment charges; changing political, economic, regulatory and judicial influences, which could impact the purchasing practices and operations of our clients and increase costs to deliver compliant solutions and services; non-compliance with laws, government regulation or certain industry initiatives; variations in our quarterly operating results; potential variations in our sales forecasts compared to actual sales; volatility in the trading price of our common stock and the timing and volume of market activity; our directors' authority to issue preferred stock and the anti-takeover provisions in our corporate governance documents; and, other risks, uncertainties and factors discussed elsewhere in this Form 10-Q, in our other filings with the Securities and Exchange Commission, including those under the caption "Risk Factors" in our latest annual report on Form 10-K, or in materials incorporated herein or therein by reference. Forward-looking statements are not guarantees of future performance or results. The reader should not place undue reliance on forward-looking statements since the statements speak only as of the date they are made. Except as required by law, we undertake no obligation to update or revise forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes in our results of operations, financial condition or business over time.


19
Table of Contents

Management Overview
Our revenues are primarily derived by selling, implementing and supporting software solutions, clinical content, hardware, devices and services that give health care providers and other stakeholders secure access to clinical, administrative and financial data in real or near-real time, helping them to improve quality, safety and efficiency in the delivery of health care.

Our fundamental strategic focus is the creation of organic growth by investing in research and development ("R&D") to create solutions and services for the health care industry. This strategy has driven strong growth over the long-term, as reflected in five- and ten-year compound annual revenue growth rates of 14% and 13%, respectively. This growth has also created an important strategic footprint in health care, with Cerner® solutions in more than 27,000 facilities worldwide, including hospitals, physician practices, laboratories, ambulatory centers, behavioral health centers, cardiac facilities, radiology clinics, surgery centers, extended care facilities, retail pharmacies, and employer sites. Selling additional solutions and services back into this client base is an important element of our future revenue growth. We are also focused on driving growth by strategically aligning with health care providers that have not yet selected a supplier and by displacing competitors in health care settings that are looking to replace their current suppliers. We may also supplement organic growth with acquisitions or strategic investments.

We expect to drive growth through solutions and services that reflect our ongoing ability to innovate and expand our reach into health care. Examples of these include our CareAware® health care device architecture and devices, Cerner ITWorksSM services, revenue cycle solutions and services, and HealtheIntentSM population health solutions and services. Finally, we believe there is significant opportunity for growth outside of the United States, with many non-U.S. markets focused on health care information technology as part of their strategy to improve the quality and lower the cost of health care.

Beyond our strategy for driving revenue growth, we are also focused on earnings growth. Similar to our history of growing revenue, our net earnings have increased at compound annual rates of 17% and 21% over the most recent five- and ten-year periods, respectively. We expect to drive earnings growth as we continue to grow our revenue. We also have opportunities to expand our operating margins over time. In the near term, we expect growth in non-cash expenses, such as amortization and depreciation, and a mix of lower margin revenue associated with some of our rapidly growing services businesses will limit our margin expansion. Longer-term, we expect to generate margin expansion as the growth rate of non-cash expenses slows, we achieve economies of scale and efficiencies in our services businesses, control general and administrative expenses, and get more contributions to our growth from solutions on our HealtheIntent platform, which we expect to be accretive to our overall margins.

We are also focused on continuing to deliver strong levels of cash flow, which we expect to accomplish by continuing to grow earnings and prudently managing capital expenditures.

Results Overview
Bookings, which reflects the value of executed contracts for software, hardware, professional services and managed services, was $1.78 billion in the second quarter of 2018, which is an increase of 9% compared to $1.64 billion in the second quarter of 2017.

Revenues for the second quarter of 2018 increased 6% to $1.37 billion, compared to $1.29 billion in the second quarter of 2017. The increase in revenue reflects ongoing demand from new and existing clients for Cerner's solutions and services driven by their needs to keep up with regulatory requirements, adapt to changing reimbursement models, and deliver safer and more efficient care.

Net earnings for the second quarter of 2018 decreased 6% to $169 million, compared to $180 million in the second quarter of 2017. Diluted earnings per share decreased 4% to $0.51, compared to $0.53 in the second quarter of 2017. The overall decrease in net earnings and diluted earnings per share was primarily a result of increased operating expenses, which reflects the hiring of personnel to support revenue growth. The increase in operating expenses was partially offset by a lower effective tax rate, stemming from certain U.S. income tax reform enacted in December 2017.

We had cash collections of receivables of $1.32 billion in both the second quarter of 2018 and 2017. Days sales outstanding was 77 days for the second quarter of 2018 compared to 73 days for both the first quarter of 2018 and the second quarter of 2017. Operating cash flows for the second quarter of 2018 were $300 million compared to $292 million in the second quarter of 2017.


20
Table of Contents

Results of Operations
Three Months Ended June 30, 2018 Compared to Three Months Ended July 1, 2017
The following table presents a summary of the operating information for the second quarters of 2018 and 2017:
(In thousands)
2018
 
% of
Revenue
 
2017
 
% of
Revenue
 
% Change  
 
 
 
 
 
 
 
 
 
 
Revenues
$
1,367,727

 
100
%
 
$
1,291,994

 
100
%
 
6
 %
Costs of revenue
238,783

 
17
%
 
223,063

 
17
%
 
7
 %
 
 
 
 
 
 
 
 
 
 
Margin
1,128,944

 
83
%
 
1,068,931

 
83
%
 
6
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
Sales and client service
635,105

 
46
%
 
563,387

 
44
%
 
13
 %
Software development
168,278

 
12
%
 
142,835

 
11
%
 
18
 %
General and administrative
95,464

 
7
%
 
90,633

 
7
%
 
5
 %
Amortization of acquisition-related intangibles
21,810

 
2
%
 
22,688

 
2
%
 
(4
)%
 
 
 
 
 
 
 
 
 
 
Total operating expenses
920,657

 
67
%
 
819,543

 
63
%
 
12
 %
 
 
 
 
 
 
 
 
 
 
Total costs and expenses
1,159,440

 
85
%
 
1,042,606

 
81
%
 
11
 %
 
 
 
 
 
 
 
 
 
 
Operating earnings
208,287

 
15
%
 
249,388

 
19
%
 
(16
)%
 
 
 
 
 
 
 
 
 
 
Other income, net
6,597

 
 
 
2,661

 
 
 
 
Income taxes
(45,527
)
 
 
 
(72,366
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings
$
169,357

 
 
 
$
179,683

 
 
 
(6
)%
Revenues & Backlog
Revenues increased 6% to $1.37 billion in the second quarter of 2018, as compared to $1.29 billion in the same period of 2017. The growth in revenues includes a $51 million increase in professional services revenue, driven by increased contributions from our Cerner ITWorksSM and revenue cycle services. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
Backlog, which reflects contracted revenue that has not yet been recognized as revenue, was $14.79 billion as of June 30, 2018. In the first quarter of 2018, we adopted new revenue recognition guidance as further discussed in Note (2) of the notes to condensed consolidated financial statements. In connection with the adoption of such guidance, we modified our calculation of backlog as previously determined under Regulation S-K to represent the aggregate amount of transaction price allocated to performance obligations that are unsatisfied (or partially satisfied) to conform to the new revenue recognition guidance. Backlog amounts disclosed in prior periods have not been adjusted, and are not comparable to, the current period presentation.
Costs of Revenue
Costs of revenue as a percent of revenues were 17% in the second quarter of both 2018 and 2017.
Costs of revenue include the cost of reimbursed travel expense, sales commissions, third party consulting services and subscription content and computer hardware, devices and sublicensed software purchased from manufacturers for delivery to clients. It also includes the cost of hardware maintenance and sublicensed software support subcontracted to the manufacturers. Such costs, as a percent of revenues, typically have varied as the mix of revenue (software, hardware, devices, maintenance, support, and services) carrying different margin rates changes from period to period. Costs of revenue does not include the costs of our client service personnel who are responsible for delivering our service offerings. Such costs are included in sales and client service expense.

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Table of Contents

Operating Expenses
Total operating expenses increased 12% to $921 million in the second quarter of 2018, as compared to $820 million in the same period of 2017.
 
•
Sales and client service expenses as a percent of revenues were 46% in the second quarter of 2018, compared to 44% in the same period of 2017. These expenses increased 13% to $635 million in the second quarter of 2018, from $563 million in the same period of 2017. Sales and client service expenses include salaries and benefits of sales, marketing, support, and services personnel, depreciation and other expenses associated with our managed services business, communications expenses, unreimbursed travel expenses, expense for share-based payments, and trade show and advertising costs. The growth in sales and client service expenses is primarily due to the hiring of services personnel to support growth in services revenue.
•
Software development expenses as a percent of revenues were 12% in the second quarter of 2018, compared to 11% in the same period of 2017. Expenditures for software development include ongoing development and enhancement of the Cerner Millennium® and HealtheIntent platforms, with a focus on supporting key initiatives to enhance physician experience, revenue cycle and population health solutions. A summary of our total software development expense in the second quarters of 2018 and 2017 is as follows:
 
Three Months Ended
(In thousands)
2018
 
2017
 
 
 
 
Software development costs
$
185,486

 
$
173,282

Capitalized software costs
(68,786
)
 
(71,087
)
Capitalized costs related to share-based payments
(563
)
 
(787
)
Amortization of capitalized software costs
52,141

 
41,427

 
 
 
 
Total software development expense
$
168,278

 
$
142,835

 
•
General and administrative expenses as a percent of revenues were 7% in the second quarter of both 2018 and 2017. These expenses increased 5% to $95 million in the second quarter of 2018, from $91 million in the same period in 2017. General and administrative expenses include salaries and benefits for corporate, financial and administrative staffs, utilities, communications expenses, professional fees, depreciation and amortization, transaction gains or losses on foreign currency, expense for share-based payments, acquisition costs and related adjustments. The increase in general and administrative expenses is primarily due to an increase in personnel expenses.

•
Amortization of acquisition-related intangibles as a percent of revenues was 2% in the second quarter of both 2018 and 2017. These expenses remained relatively flat at $22 million in the second quarter of 2018, and $23 million in the same period in 2017. Amortization of acquisition-related intangibles includes the amortization of customer relationships, acquired technology, trade names, and non-compete agreements recorded in connection with our business acquisitions.

Non-Operating Items
 
•
Other income, net was $7 million in the second quarter of 2018, compared to $3 million in the same period of 2017. The increase is primarily attributable to increased interest income on our cash and investment balances, due to a combination of increased holdings and rising interest rates.

•
Our effective tax rate was 21.2% for the second quarter of 2018, compared to 28.7% in the same period of 2017. The decrease in the effective tax rate in 2018 is primarily due to a reduction in the U.S. corporate statutory tax rate from 35% to 21%, effective January 1, 2018. Refer to Note (7) of the notes to condensed consolidated financial statements for further discussion regarding our effective tax rate.


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Table of Contents

Operations by Segment
We have two operating segments: Domestic and Global. The Domestic segment includes revenue contributions and expenditures associated with business activity in the United States. The Global segment includes revenue contributions and expenditures linked to business activity in Aruba, Australia, Austria, the Bahamas, Belgium, Bermuda, Brazil, Canada, Cayman Islands, Chile, Denmark, Egypt, England, Finland, France, Germany, India, Ireland, Kuwait, Luxembourg, Malaysia, Mexico, Netherlands, Norway, Portugal, Qatar, Romania, Saudi Arabia, Singapore, Slovakia, Spain, Sweden, Switzerland and the United Arab Emirates. Refer to Note (11) of the notes to condensed consolidated financial statements for further information regarding our reportable segments.

The following table presents a summary of our operating segment information for the second quarters of 2018 and 2017:  
(In thousands)
2018
 
% of Revenue
 
2017
 
% of Revenue
 
% Change  
 
 
 
 
 
 
 
 
 
 
Domestic Segment
 
 
 
 
 
 
 
 
 
Revenues
$
1,202,064

 
100%
 
$
1,155,654

 
100%
 
4%
 
 
 
 
 
 
 
 
 
 
Costs of revenue
208,185

 
17%
 
197,336

 
17%
 
5%
Operating expenses
551,468

 
46%
 
488,955

 
42%
 
13%
Total costs and expenses
759,653

 
63%
 
686,291

 
59%
 
11%
 
 
 
 
 
 
 
 
 
 
Domestic operating earnings
442,411

 
37%

469,363

 
41%
 
(6)%
 
 
 
 
 
 
 
 
 
 
Global Segment
 
 
 
 
 
 
 
 
 
Revenues
165,663

 
100%
 
136,340

 
100%
 
22%
 
 
 
 
 
 
 
 
 
 
Costs of revenue
30,598

 
18%
 
25,727

 
19%
 
19%
Operating expenses
73,407

 
44%
 
65,581

 
48%
 
12%
Total costs and expenses
104,005

 
63%
 
91,308

 
67%
 
14%
 
 
 
 
 
 
 
 
 
 
Global operating earnings
61,658

 
37%
 
45,032

 
33%
 
37%
 
 
 
 
 
 
 
 
 
 
Other, net
(295,782
)
 
 
 
(265,007
)
 
 
 
12%
 
 
 
 
 
 
 
 
 
 
Consolidated operating earnings
$
208,287

 
 
 
$
249,388

 
 
 
(16)%
Domestic Segment
•
Revenues increased 4% to $1.20 billion in the second quarter of 2018, from $1.16 billion in the same period of 2017. The growth in revenues includes a $40 million increase in professional services revenue, driven by increased contributions from our Cerner ITWorksSM and revenue cycle services. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
•
Costs of revenue as a percent of revenues were 17% in the second quarter of both 2018 and 2017.
•
Operating expenses as a percent of revenues were 46% in the second quarter of 2018, compared to 42% in the same period of 2017. The higher operating expenses as a percent of revenues reflects the hiring of personnel to support revenue growth.

Global Segment
•
Revenues increased 22% to $166 million in the second quarter of 2018, from $136 million in the same period of 2017. This increase was driven by growth across most of our business. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
•
Costs of revenue as a percent of revenues were 18% in the second quarter of 2018, compared to 19% in the same period of 2017. The lower costs of revenue as a percent of revenues was primarily driven by a lower amount of third party resources utilized for support and services.
•
Operating expenses as a percent of revenues were 44% in the second quarter of 2018, compared to 48% in the same period of 2017. The decrease as a percent of revenues is primarily a reflection of increased revenue in proportion to the amount of our fixed operating expenses.

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Table of Contents


Other, net
Operating results not attributed to an operating segment include expenses such as software development, general and administrative expenses, acquisition costs and related adjustments, share-based compensation expense, and certain amortization and depreciation. These expenses increased 12% to $296 million in the second quarter of 2018, from $265 million in the same period of 2017. The increase is primarily due to increased software development expenses, including increased amortization of capitalized software costs resulting from releases of new and enhanced solutions over the last four quarters.

Six Months Ended June 30, 2018 Compared to Six Months Ended July 1, 2017
The following table presents a summary of our operating information for the first six months of 2018 and 2017:
(In thousands)
2018
 
% of
Revenue
 
2017
 
% of
Revenue
 
% Change  
 
 
 
 
 
 
 
 
 
 
Revenues
$
2,660,588

 
100
%
 
$
2,552,480

 
100
%
 
4
 %
Costs of revenue
470,061

 
18
%
 
422,056

 
17
%
 
11
 %
 
 
 
 
 
 
 
 
 
 
Margin
2,190,527

 
82
%
 
2,130,424

 
83
%
 
3
 %
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
 
Sales and client service
1,225,053

 
46
%
 
1,123,587

 
44
%
 
9
 %
Software development
329,895

 
12
%
 
288,736

 
11
%
 
14
 %
General and administrative
187,758

 
7
%
 
179,025

 
7
%
 
5
 %
Amortization of acquisition-related intangibles
44,319

 
2
%
 
45,562

 
2
%
 
(3
)%
 
 
 
 
 
 
 
 
 
 
Total operating expenses
1,787,025

 
67
%
 
1,636,910

 
64
%
 
9
 %
 
 
 
 
 
 
 
 
 
 
Total costs and expenses
2,257,086

 
85
%
 
2,058,966

 
81
%
 
10
 %
 
 
 
 
 
 
 
 
 
 
Operating earnings
403,502

 
15
%
 
493,514

 
19
%
 
(18
)%
 
 
 
 
 
 
 
 
 
 
Other income, net
11,461

 
 
 
1,545

 
 
 
 
Income taxes
(85,605
)
 
 
 
(142,163
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net earnings
$
329,358

 
 
 
$
352,896

 
 
 
(7
)%
Revenues
Revenues increased 4% to $2.66 billion in the first six months of 2018, as compared to $2.55 billion in the same period of 2017. The growth in revenues includes a $96 million increase in professional services revenue, driven by increased contributions from our Cerner ITWorksSM and revenue cycle services. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
Costs of Revenue
Costs of revenue as a percent of revenues were 18% in the first six months of 2018, compared to 17% in the same period of 2017. The higher costs of revenue as a percent of revenues was primarily driven by higher third-party costs associated with services revenue.

Operating Expenses
Total operating expenses increased 9% to $1.79 billion in the first six months of 2018, as compared to $1.64 billion in the same period of 2017.
 
•
Sales and client service expenses as a percent of revenues were 46% in the first six months of 2018, compared to 44% in the same period of 2017. These expenses increased 9% to $1.23 billion in the first six months of 2018, from $1.12 billion in the same period of 2017. The growth in sales and client service expenses is primarily due to the hiring of services personnel to support growth in services revenue.

24
Table of Contents

•
Software development expenses as a percent of revenues were 12% in the first six months of 2018, compared to 11% in the same period of 2017. Expenditures for software development include ongoing development and enhancement of the Cerner Millennium® and HealtheIntent platforms, with a focus on supporting key initiatives to enhance physician experience, revenue cycle and population health solutions. A summary of our total software development expense in the first six months of 2018 and 2017 is as follows:
 
Six Months Ended
(In thousands)
2018
 
2017
 
 
 
 
Software development costs
$
370,704

 
$
349,714

Capitalized software costs
(141,857
)
 
(141,506
)
Capitalized costs related to share-based payments
(1,094
)
 
(1,460
)
Amortization of capitalized software costs
102,142

 
81,988

 
 
 
 
Total software development expense
$
329,895

 
$
288,736

 
•
General and administrative expenses as a percent of revenues were 7% in the first six months of both 2018 and 2017. These expenses increased 5% to $188 million in the first six months of 2018, from $179 million in the same period of 2017. The increase in general and administrative expenses is primarily due to increased expense associated with share-based payment awards.

•
Amortization of acquisition-related intangibles as a percent of revenues was 2% in the first six months of both 2018 and 2017. These expenses remained relatively flat at $44 million in the first six months of 2018, and $46 million in the same period of 2017.

Non-Operating Items
 
•
Other income, net was $11 million in the first six months of 2018, compared to $2 million in the same period of 2017. The increase is primarily attributable to increased interest income on our cash and investment balances, due to a combination of increased holdings and rising interest rates.

•
Our effective tax rate was 20.6% for the first six months of 2018, compared to 28.7% in the same period of 2017. The decrease in the effective tax rate in 2018 is primarily due to a reduction in the U.S. corporate statutory tax rate from 35% to 21%, effective January 1, 2018. Refer to Note (7) of the notes to condensed consolidated financial statements for further discussion regarding our effective tax rate.



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Table of Contents

Operations by Segment

The following table presents a summary of our operating segment information for the first six months of 2018 and 2017:
(In thousands)
2018
 
% of Revenue
 
2017
 
% of Revenue
 
% Change  
 
 
 
 
 
 
 
 
 
 
Domestic Segment
 
 
 
 
 
 
 
 
 
Revenues
$
2,337,160

 
100%
 
$
2,287,458

 
100%
 
2%
 
 
 
 
 
 
 
 
 
 
Costs of revenue
414,859

 
18%
 
373,697

 
16%
 
11%
Operating expenses
1,071,339

 
46%
 
972,335

 
43%
 
10%
Total costs and expenses
1,486,198

 
64%
 
1,346,032

 
59%
 
10%
 
 
 
 
 
 
 
 
 
 
Domestic operating earnings
850,962

 
36%

941,426

 
41%
 
(10)%
 
 
 
 
 
 
 
 
 
 
Global Segment
 
 
 
 
 
 
 
 
 
Revenues
323,428

 
100%
 
265,022

 
100%
 
22%
 
 
 
 
 
 
 
 
 
 
Costs of revenue
55,202

 
17%
 
48,359

 
18%
 
14%
Operating expenses
142,551

 
44%
 
129,104

 
49%
 
10%
Total costs and expenses
197,753

 
61%
 
177,463

 
67%
 
11%
 
 
 
 
 
 
 
 
 
 
Global operating earnings
125,675

 
39%
 
87,559

 
33%
 
44%
 
 
 
 
 
 
 
 
 
 
Other, net
(573,135
)
 
 
 
(535,471
)
 
 
 
7%
 
 
 
 
 
 
 
 
 
 
Consolidated operating earnings
$
403,502

 
 
 
$
493,514

 
 
 
(18)%
Domestic Segment
•
Revenues increased 2% to $2.34 billion in the first six months of 2018, from $2.29 billion in the same period of 2017. The growth in revenues includes a $71 million increase in professional services revenue, driven by increased contributions from our Cerner ITWorksSM and revenue cycle services. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
•
Costs of revenue as a percent of revenues were 18% in the first six months of 2018, compared to 16% in the same period of 2017. The higher costs of revenue as a percent of revenues was primarily driven by higher third-party costs associated with services revenue.
•
Operating expenses as a percent of revenues were 46% in the first six months of 2018, compared to 43% in the same period of 2017. The higher operating expenses as a percent of revenues reflects the hiring of personnel to support revenue growth.

Global Segment
•
Revenues increased 22% to $323 million in the first six months of 2018, from $265 million in the same period of 2017. This increase was driven by growth across most of our business. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
•
Costs of revenue as a percent of revenues were 17% in the first six months of 2018, compared to 18% in the same period of 2017. The lower costs of revenue as a percent of revenues was primarily driven by a lower amount of third party resources utilized for support and services.
•
Operating expenses as a percent of revenues were 44% in the first six months of 2018, compared to 49% in the same period in 2017. The decrease as a percent of revenues is primarily a reflection of increased revenue in proportion to the amount of our fixed operating expenses.

Other, net
These expenses increased 7% to $573 million in the first six months of 2018, from $535 million in the same period of 2017. The increase is primarily due to increased software development expenses, including increased amortization of capitalized software costs resulting from releases of new and enhanced solutions over the last four quarters.

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Table of Contents

Liquidity and Capital Resources
Our liquidity is influenced by many factors, including the amount and timing of our revenues, our cash collections from our clients and the amount we invest in software development, acquisitions, capital expenditures, and in recent years, our share repurchase programs.
Our principal sources of liquidity are our cash, cash equivalents, which primarily consist of money market funds, commercial paper and time deposits with original maturities of less than 90 days, and short-term investments. At June 30, 2018, we had cash and cash equivalents of $511 million and short-term investments of $375 million, as compared to cash and cash equivalents of $371 million and short-term investments of $435 million at December 30, 2017.

We maintain a $100 million multi-year revolving credit facility, which expires in October 2020. The facility provides an unsecured revolving line of credit for working capital purposes, along with a letter of credit facility. We have the ability to increase the maximum capacity to $200 million at any time during the facility's term, subject to lender participation. As of June 30, 2018, we had no outstanding borrowings under this facility; however, we had $47 million of outstanding letters of credit, which reduced our available borrowing capacity to $53 million.

We believe that our present cash position, together with cash generated from operations, short-term investments and, if necessary, our available line of credit, will be sufficient to meet anticipated cash requirements for the next 12 months.
The following table summarizes our cash flows in the first six months of 2018 and 2017:
 
Six Months Ended
(In thousands)
2018
 
2017
 
 
 
 
Cash flows from operating activities
$
708,666

 
$
595,828

Cash flows from investing activities
(211,182
)
 
(341,503
)
Cash flows from financing activities
(350,280
)
 
27,650

Effect of exchange rate changes on cash
(7,159
)
 
7,594

Total change in cash and cash equivalents
140,045

 
289,569

 
 
 
 
Cash and cash equivalents at beginning of period
370,923

 
170,861

 
 
 
 
Cash and cash equivalents at end of period
$
510,968

 
$
460,430

 
 
 
 
Free cash flow (non-GAAP)
$
376,721

 
$
263,490



Cash from Operating Activities
 
Six Months Ended
(In thousands)
2018
 
2017
 
 
 
 
Cash collections from clients
$
2,592,826

 
$
2,644,616

Cash paid to employees and suppliers and other
(1,962,652
)
 
(1,940,617
)
Cash paid for interest
(8,333
)
 
(9,067
)
Cash paid for taxes, net of refunds
86,825

 
(99,104
)
 
 
 
 
Total cash from operations
$
708,666

 
$
595,828

Cash flow from operations increased $113 million in the first six months of 2018 when compared to the same period of 2017, due primarily to net refunds of taxes. Days sales outstanding was 77 days in the second quarter of 2018, compared to 73 days for both the first quarter of 2018 and second quarter of 2017. Revenues provided under support and maintenance agreements represent recurring cash flows. We expect these revenues to continue to grow as the base of our installed systems grows.

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Table of Contents

Cash from Investing Activities
 
Six Months Ended
(In thousands)
2018
 
2017
 
 
 
 
Capital purchases
$
(188,994
)
 
$
(189,372
)
Capitalized software development costs
(142,951
)
 
(142,966
)
Sales and maturities of investments, net of purchases
137,136

 
4,871

Purchases of other intangibles
(16,373
)
 
(14,036
)
 
 
 
 
Total cash flows from investing activities
$
(211,182
)
 
$
(341,503
)
Cash flows from investing activities consist primarily of capital spending and short-term investment activities.

Our capital spending in the first six months of 2018 was driven by capitalized equipment purchases primarily to support growth in our managed services business, investments in a cloud infrastructure to support cloud-based solutions, building and improvement purchases to support our facilities requirements and capitalized spending to support our ongoing software development initiatives. Total capital spending for 2018 is expected to exceed 2017 levels, primarily driven by an increase in spending to support our facilities requirements, including commencement of construction on the next two phases of our Innovations Campus (office space development located in Kansas City, Missouri); along with increased capital purchases to support the growth in our managed services business.

Short-term investment activity historically consists of the investment of cash generated by our business in excess of what is necessary to fund operations. The 2017 activity was impacted by a change in investment mix, where we invested more heavily in cash equivalents versus short-term and long-term investments. The 2018 activity is impacted by excess cash being used to repurchase shares of our common stock, as discussed further below.

On July 27, 2018 we acquired a minority interest in Essence Group Holdings Corporation for cash consideration of $266 million. Refer to Note (4) of the notes to condensed consolidated financial statements for further information regarding this investment.

Cash from Financing Activities
 
Six Months Ended
(In thousands)
2018
 
2017
 
 
 
 
Repayment of long-term debt
$
(75,000
)
 
$
—

Cash from option exercises (net of taxes paid in connection with shares surrendered by associates)
14,035

 
30,321

Treasury stock purchases
(287,624
)
 
—

Contingent consideration payments for acquisition of businesses
(1,691
)
 
(2,671
)
 
 
 
 
Total cash flows from financing activities
$
(350,280
)
 
$
27,650

In March 2018, we repaid our $75 million floating rate Series 2015-C Notes due February 15, 2022.

Cash inflows from stock option exercises are dependent on a number of factors, including the price of our common stock, grant activity under our stock option and equity plans, and overall market volatility. We expect net cash inflows from stock option exercises to continue throughout 2018 based on the number of exercisable options as of June 30, 2018 and our current stock price.

During the six months ended June 30, 2018, we repurchased 4.8 million shares of our common stock for total consideration of $288 million. At June 30, 2018, $639 million remains available for repurchase under our current program. We may continue to repurchase shares under this program in 2018, which will be dependent on a number of factors, including the price of our common stock. Although we may continue to repurchase shares, there is no assurance that we will repurchase up to the full amount remaining under the program. Refer to Note (9) of the notes to condensed consolidated financial statements for further information regarding our share repurchase program.


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Table of Contents

Free Cash Flow (Non-GAAP)
 
Three Months Ended
 
Six Months Ended
(In thousands)
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
Cash flows from operating activities (GAAP)
$
299,701

 
$
292,243

 
$
708,666

 
$
595,828

Capital purchases
(109,283
)
 
(101,307
)
 
(188,994
)
 
(189,372
)
Capitalized software development costs
(69,349
)
 
(71,874
)
 
(142,951
)
 
(142,966
)
 
 
 
 
 
 
 
 
Free cash flow (non-GAAP)
$
121,069

 
$
119,062

113,231,000
$
376,721

 
$
263,490


Free cash flow increased $113 million in the first six months of 2018 compared to the same period in 2017, primarily due to an increase in cash from operations. Free cash flow is a non-GAAP financial measure used by management along with GAAP results to analyze our earnings quality and overall cash generation of the business. We define free cash flow as cash flows from operating activities reduced by capital purchases and capitalized software development costs. The table above sets forth a reconciliation of free cash flow to cash flows from operating activities, which we believe to be the GAAP financial measure most directly comparable to free cash flow. The presentation of free cash flow is not meant to be considered in isolation, nor as a substitute for, or superior to, GAAP results, and investors should be aware that non-GAAP measures have inherent limitations and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Free cash flow may also be different from similar non-GAAP financial measures used by other companies and may not be comparable to similarly titled captions of other companies due to potential inconsistencies in the method of calculation. We believe free cash flow is important to enable investors to better understand and evaluate our ongoing operating results and allows for greater transparency in the review and understanding of our overall financial, operational and economic performance, because free cash flow takes into account certain capital expenditures necessary to operate our business.


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Table of Contents

Item 3. Quantitative and Qualitative Disclosures about Market Risk

No material changes.

Item 4. Controls and Procedures

a)
Evaluation of Disclosure Controls and Procedures.

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), of the effectiveness of our disclosure controls and procedures (as defined in the Exchange Act Rules 13a-15(e) and 15d-15(e)) as of the end of the period covered by this quarterly report on Form 10-Q (the "Evaluation Date"). Based upon that evaluation, our CEO and CFO have concluded that, as of the Evaluation Date, our disclosure controls and procedures were designed, and were effective, to provide reasonable assurance that the information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time period specified in SEC rules and forms and is accumulated and communicated to our management, including our CEO and CFO, to allow timely decisions regarding required disclosure.

b)
Changes in Internal Control over Financial Reporting.

During the fiscal quarter ended June 30, 2018, we initiated a plan that calls for modifications and enhancements to our internal controls over financial reporting in relation to our upcoming adoption of the new lease standard effective in the first quarter of 2019. Such plan resulted in changes to certain processes and procedures during the quarter. Specifically, we implemented/modified internal controls to address:

•Monitoring of the adoption process; and
•
The gathering of information and evaluation of analysis used in the development of disclosures required prior to the new standard's adoption.

As we continue the implementation process, we expect that there will be additional changes in internal controls over financial reporting.

Except as disclosed above, there were no other changes in our internal controls over financial reporting during the fiscal quarter ended June 30, 2018, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

c)
Limitations on Controls.

Our management can provide no assurance that our disclosure controls and procedures or our internal control over financial reporting can prevent all errors and all fraud under all circumstances. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. 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 or will be detected. The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions; over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.


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Table of Contents

Part II. Other Information

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(c) Issuer Purchases of Equity Securities

The table below provides information with respect to Common Stock purchases by the Company during the second fiscal quarter of 2018.
 
 
Total Number of Shares Purchased (a)
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (b)
 
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs (b)
Period
 
 
 
 
April 1, 2018 - April 28, 2018
 
—

 
$
—

 
—

 
$
339,023,012

April 29, 2018 - May 26, 2018
 
3,408,003

 
58.76

 
3,402,811

 
639,091,129

May 27, 2018 - June 30, 2018
 
41,103

 
59.73

 
—

 
639,091,129

 
 
 
 
 
 
 
 
 
Total
 
3,449,106

 
$
58.77

 
3,402,811

 
 
(a)
Of the 3,449,106 shares of common stock, par value $0.01 per share, presented in the table above, 46,295 were originally granted to employees as restricted stock pursuant to our 2011 Omnibus Equity Incentive Plan (the "Omnibus Plan"). The Omnibus Plan allows for the withholding of shares to satisfy the minimum tax obligations due upon the vesting of restricted stock. Pursuant to the Omnibus Plan, the 46,295 shares reflected above were relinquished by employees in exchange for our agreement to pay U.S. federal and state withholding obligations resulting from the vesting of the Company’s restricted stock.

(b)
As announced on May 25, 2017, our Board of Directors authorized a share repurchase program that allows the Company to repurchase up to $500 million of shares of our common stock, excluding transaction costs. The repurchases are to be effectuated in the open market, by block purchase, in privately negotiated transactions, or through other transactions managed by broker-dealers. No time limit was set for the completion of the program. As announced on May 21, 2018, our Board of Directors approved an amendment to the repurchase program that was authorized in May 2017. Under the amendment, the Company was authorized to repurchase up to an additional $500 million of shares of our common stock, for an aggregate of $1 billion, excluding transaction costs. During the six months ended June 30, 2018, we repurchased 4.8 million shares for total consideration of $288 million under the program pursuant to Rule 10b5-1 plans. At June 30, 2018, $639 million remains available for repurchase under the program. Refer to Note (9) of the notes to condensed consolidated financial statements for further information regarding our share repurchase program.



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Table of Contents

Item 6. Exhibits
(a)
 
Exhibits
 
 
 
31.1
 
 
 
 
31.2
 
 
 
 
32.1
 
 
 
 
32.2
 
 
 
 
101.INS
 
XBRL Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Extension Labels Linkbase Document
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document

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Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
 
 
 
CERNER CORPORATION
 
 
Registrant
 
 
 
 
Date: August 3, 2018
 
By:
/s/ Marc G. Naughton
 
 
  
Marc G. Naughton
 
 
  
Executive Vice President and Chief
 
 
  
Financial Officer (duly authorized
 
 
 
officer and principal financial officer)