CERNER CORP /MO/ (Form: 10-Q, Received: 10/27/2017 16:05:30)

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: September 30, 2017

( ) 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		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 October 19, 2017
Common Stock, $0.01 par value per share		332,414,896 shares

Table of Contents

CERNER CORPORATION

TABLE OF CONTENTS



Part I.	Financial Information:

Item 1.	Financial Statements:

	Condensed Consolidated Balance Sheets as of September 30, 2017 (unaudited) and December 31, 2016	1

	Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2017 and October 1, 2016 (unaudited)	2

	Condensed Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2017 and October 1, 2016 (unaudited)	3

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2017 and October 1, 2016 (unaudited)	4

	Notes to Condensed Consolidated Financial Statements (unaudited)	5

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	29

Item 4.	Controls and Procedures	29

Part II.	Other Information:

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 6.	Exhibits	31

Signatures

Table of Contents

Part I. Financial Information

Item 1. Financial Statements

CERNER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

As of September 30, 2017 (unaudited) and December 31, 2016



(In thousands, except share data)	2017			2016

Assets
Current assets:
Cash and cash equivalents	$	573,054		$	170,861
Short-term investments	278,996			185,588
Receivables, net	1,020,707			944,943
Inventory	15,687			14,740
Prepaid expenses and other	343,060			303,229
Total current assets	2,231,504			1,619,361

Property and equipment, net	1,587,035			1,552,524
Software development costs, net	802,874			719,209
Goodwill	851,961			844,200
Intangible assets, net	501,299			566,047
Long-term investments	112,401			109,374
Other assets	145,182			219,248

Total assets	$	6,232,256		$	5,629,963

Liabilities and Shareholders’ Equity

Current liabilities:
Accounts payable	$	204,323		$	238,134
Current installments of long-term debt and capital lease obligations	13,988			26,197
Deferred revenue	327,622			311,839
Accrued payroll and tax withholdings	202,640			211,554
Other accrued expenses	58,292			57,677
Total current liabilities	806,865			845,401

Long-term debt and capital lease obligations	521,016			537,552
Deferred income taxes and other liabilities	327,340			306,263
Deferred revenue	13,032			12,800
Total liabilities	1,668,253			1,702,016

Shareholders’ Equity:
Common stock, $.01 par value, 500,000,000 shares authorized, 356,765,307 shares issued at September 30, 2017 and 353,731,237 shares issued at December 31, 2016	3,568			3,537
Additional paid-in capital	1,345,022			1,230,913
Retained earnings	4,602,208			4,094,327
Treasury stock, 24,452,763 shares at September 30, 2017 and 24,089,737 shares at December 31, 2016	(1,314,054		)	(1,290,665		)
Accumulated other comprehensive loss, net	(72,741		)	(110,165		)
Total shareholders’ equity	4,564,003			3,927,947

Total liabilities and shareholders’ equity	$	6,232,256		$	5,629,963

See notes to condensed consolidated financial statements (unaudited).

Table of Contents

CERNER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three and nine months ended September 30, 2017 and October 1, 2016

(unaudited)



	Three Months Ended						Nine Months Ended
(In thousands, except per share data)	2017			2016			2017			2016

Revenues:
System sales	$	324,021		$	301,252		$	991,685		$	913,710
Support, maintenance and services	927,829			861,085			2,763,483			2,561,474
Reimbursed travel	24,157			22,220			73,319			63,470

Total revenues	1,276,007			1,184,557			3,828,487			3,538,654
Costs and expenses:
Cost of system sales	105,200			93,275			322,884			296,336
Cost of support, maintenance and services	73,547			67,475			228,757			204,313
Cost of reimbursed travel	24,157			22,220			73,319			63,470
Sales and client service	564,621			512,671			1,688,208			1,534,763
Software development (Includes amortization of $44,358 and $126,346 for the three and nine months ended September 30, 2017, respectively; and $35,552 and $102,429 for the three and nine months ended October 1, 2016, respectively)	153,834			136,755			442,570			405,451
General and administrative	84,178			87,071			263,203			267,232
Amortization of acquisition-related intangibles	22,564			22,865			68,126			68,104

Total costs and expenses	1,028,101			942,332			3,087,067			2,839,669

Operating earnings	247,906			242,225			741,420			698,985

Other income (expense), net	2,509			(417		)	4,054			3,734

Earnings before income taxes	250,415			241,808			745,474			702,719
Income taxes	(72,991		)	(71,829		)	(215,154		)	(215,926		)

Net earnings	$	177,424		$	169,979		$	530,320		$	486,793

Basic earnings per share	$	0.53		$	0.50		$	1.60		$	1.44
Diluted earnings per share	$	0.52		$	0.49		$	1.57		$	1.41
Basic weighted average shares outstanding	331,993			338,684			331,319			338,675
Diluted weighted average shares outstanding	338,780			344,817			337,946			344,917

See notes to condensed consolidated financial statements (unaudited).

Table of Contents

CERNER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

For the three and nine months ended September 30, 2017 and October 1, 2016

(unaudited)



	Three Months Ended						Nine Months Ended
(In thousands)	2017			2016			2017		2016

Net earnings	$	177,424		$	169,979		$	530,320	$	486,793
Foreign currency translation adjustment and other (net of taxes (benefit) of $(100) and $991 for the three and nine months ended September 30, 2017; and $1,282 and $3,437 for the three and nine months ended October 1, 2016)	10,806			(2,085		)	37,369		(8,557		)
Unrealized holding gain (loss) on available-for-sale investments (net of taxes (benefit) of $(1) and $34 for the three and nine months ended September 30, 2017; and $(188) and $101 for the three and nine months ended October 1, 2016)	(2		)	(308		)	55		164

Comprehensive income	$	188,228		$	167,586		$	567,744	$	478,400

See notes to condensed consolidated financial statements (unaudited).

Table of Contents

CERNER CORPORATION AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the nine months ended September 30, 2017 and October 1, 2016

(unaudited)



	Nine Months Ended
(In thousands)	2017			2016

CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings	$	530,320		$	486,793
Adjustments to reconcile net earnings to net cash provided by operating activities:
Depreciation and amortization	425,241			371,385
Share-based compensation expense	59,217			56,896
Provision for deferred income taxes	36,667			(25,922		)
Changes in assets and liabilities (net of businesses acquired):
Receivables, net	(19,080		)	43,699
Inventory	(909		)	(5,590		)
Prepaid expenses and other	(11,908		)	(33,801		)
Accounts payable	(12,651		)	(19,566		)
Accrued income taxes	1,984			53,393
Deferred revenue	12,749			(1,780		)
Other accrued liabilities	(62,865		)	(17,809		)

Net cash provided by operating activities	958,765			907,698

CASH FLOWS FROM INVESTING ACTIVITIES:
Capital purchases	(262,372		)	(327,861		)
Capitalized software development costs	(210,033		)	(228,803		)
Purchases of investments	(337,010		)	(387,809		)
Sales and maturities of investments	237,912			262,100
Purchase of other intangibles	(22,186		)	(13,222		)

Net cash used in investing activities	(593,689		)	(695,595		)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options	61,688			60,486
Payments to taxing authorities in connection with shares directly withheld from associates	(7,989		)	(38,122		)
Treasury stock purchases	(23,389		)	(200,075		)
Contingent consideration payments for acquisition of businesses	(2,671		)	(2,074		)

Net cash provided by (used in) financing activities	27,639			(179,785		)

Effect of exchange rate changes on cash and cash equivalents	9,478			(2,943		)

Net increase in cash and cash equivalents	402,193			29,375
Cash and cash equivalents at beginning of period	170,861			402,122

Cash and cash equivalents at end of period	$	573,054		$	431,497

Summary of acquisition transactions:
Fair value of tangible assets acquired	$	—		$	(10,200	)
Fair value of intangible assets acquired	—			(25,000		)
Fair value of goodwill	—			46,940
Less: Fair value of liabilities assumed	—			(11,740		)

Net cash used	$	—		$	—

See notes to condensed consolidated financial statements (unaudited).

Table of Contents

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 third fiscal quarter ends on the Saturday closest to September 30. The 2017 and 2016 third quarters ended on September 30, 2017 and October 1, 2016, respectively. All references to years in these notes to condensed consolidated financial statements represent the respective three or nine months ended on such dates, unless otherwise noted .

Accounting Pronouncements Adopted in 2017

Share-Based Compensation. In March 2016, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2016-09, Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting . ASU 2016-09 impacts several aspects of the accounting for share-based payment award transactions, including: (1) accounting and cash flow classification for excess tax benefits and deficiencies, (2) forfeitures, and (3) tax withholding requirements and cash flow classification . ASU 2016-09 was effective for the Company in the first quarter of 2017. This new guidance impacts our condensed consolidated financial statements as follows:

•

Prior to the adoption of ASU 2016-09, when associates exercised stock options, or upon the vesting of restricted stock awards, we recognized any related excess tax benefits or deficiencies (the difference between the deduction for tax purposes and the cumulative compensation cost recognized in the consolidated financial statements) in additional paid-in capital ("APIC"). During the three and nine months ended October 1, 2016 , we recognized net excess tax benefits in APIC of $37 million and $48 million , respectively.

Under the new guidance, all excess tax benefits and tax deficiencies are recognized as a component of income tax expense. They are not estimated when determining the annual estimated effective tax rate; instead, they are recorded as discrete items in the reporting period they occur. During the three and nine months ended September 30, 2017 , we recognized $5 million and $22 million , respectively, of net excess tax benefits as discrete items, which are included in income taxes in our condensed consolidated statements of operations. These net excess tax benefits recognized during the three and nine months ended September 30, 2017 , resulted in favorable impacts to diluted earnings per share of $0.01 and $0.06 , respectively.

This provision of the new guidance may have a significant impact on our future income tax expense, including increased variability in our quarterly effective tax rates. The impact will be dependent on a number of factors, including the price of our common stock, grant activity under our stock and equity plans, and the timing of option exercises by our associates. This provision of the new guidance was required to be applied prospectively. Prior periods have not been retrospectively adjusted.

Table of Contents

•

We utilize the treasury stock method for calculating diluted earnings per share. Prior to the adoption of ASU 2016-09, this method assumed that any net excess tax benefits generated from the hypothetical exercise of dilutive options were used to repurchase outstanding shares. Assumed share repurchases for net excess tax benefits included in our calculation of diluted earnings per share for the three and nine months ended October 1, 2016 were 2.1 million shares and 2.0 million shares respectively.

Under the new guidance, excess tax benefits generated from the hypothetical exercise of dilutive options are excluded from the calculation of diluted earnings per share. Therefore, the denominator in our diluted earnings per share calculation has increased (comparatively). We estimate that this provision of the new guidance will reduce our calculation of diluted earnings per share by approximately $0.01 to $0.02 for our fiscal year ended December 30, 2017. This provision of the new guidance was required to be applied prospectively. Prior periods have not been retrospectively adjusted.


•	Prior to the adoption of ASU 2016-09, we presented net excess tax benefits in our condensed consolidated statements of cash flows as a cash inflow from financing activities. Under the new guidance, net excess tax benefits are presented within operating activities. We have elected to apply this provision of the new guidance retrospectively. Prior periods have been retrospectively adjusted.

•

Prior to the adoption of ASU 2016-09, we presented cash payments to taxing authorities in connection with shares directly withheld from associates upon the exercise of stock options, or upon the vesting of restricted stock awards, to meet statutory tax withholding requirements (employee withholdings) as a cash outflow from operating activities. Under the new guidance, such payments are presented within financing activities. This provision of the new guidance was required to be applied retrospectively. Prior periods have been retrospectively adjusted .

•

Under the new guidance, an entity is permitted to make an entity-wide accounting policy election (at adoption) either to estimate the number of forfeitures expected to occur or to account for forfeitures as a reduction to compensation cost when they occur. Upon adoption of ASU 2016-09, we did not change our policy of estimating participant forfeitures as a part of our calculations of share-based compensation cost.

Income Taxes. In October 2016, the FASB issued ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other than Inventory , which provides new guidance regarding when an entity should recognize the income tax consequences of certain intra-entity asset transfers. Prior to the adoption of ASU 2016-16, U.S. GAAP prohibited entities from recognizing the income tax consequences of intercompany asset transfers, including transfers of intellectual property. The seller deferred any net tax effect, and the buyer was prohibited from recognizing a deferred tax asset on the difference between the newly created tax basis of the asset in its tax jurisdiction and its financial statement carrying amount as reported in the consolidated financial statements. ASU 2016-16 requires entities to recognize these tax consequences in the period in which the transfer takes place, with the exception of inventory transfers .

ASU 2016-16 is effective for the Company in the first quarter of 2018, with early adoption permitted in the first quarter of 2017. The standard requires the use of the modified retrospective (cumulative effect) transition approach. The Company adopted the standard early, in the first quarter of 2017. In connection with such adoption, we recorded a cumulative effect adjustment reducing prepaid expenses and other, other assets, and retained earnings within our condensed consolidated balance sheets by $8 million , $14 million , and $22 million , respectively. This cumulative effect adjustment includes recognition of the income tax consequences of intra-entity transfers of assets other than inventory that occurred prior to the adoption date. Prior periods were not retrospectively adjusted.

Recently Issued Accounting Pronouncements

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 will replace 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 existing U.S. GAAP .

Table of Contents

The FASB has issued the following amendments to ASU 2014-09 from August 2015 through September 2017:


•	ASU 2015-14, Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date


•	ASU 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Consideration (Reporting Revenue Gross versus Net)


•	ASU 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing


•	ASU 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients


•	ASU 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers


•	ASU 2017-13, Revenue Recognition (Topic 605), Revenue from Contracts with Customers (Topic 606), Leases (Topic 840), and Leases (Topic 842): Amendments to SEC Paragraphs Pursuant to the Staff Announcement at the July 20, 2017 EITF Meeting and Rescission of Prior SEC Staff Announcements and Observer Comments

Such amendments provide supplemental and clarifying guidance, as well as amend the effective date of the new standard.

ASU 2014-09, as amended, is effective for the Company in the first quarter of 2018, with early adoption permitted in the first quarter of 2017. The standard permits the use of either the retrospective or modified retrospective (cumulative effect) transition method.

In 2015, we formed a cross-functional implementation team and began our analysis of this new guidance. Such analysis includes assessment of the impact of the new guidance on our consolidated financial statements and related disclosures, as well as related impacts on processes, accounting systems, and internal controls. Based on our analysis to-date, we have reached the following tentative conclusions regarding this new guidance and how we expect it to impact our consolidated financial statements and related disclosures:


•	We will adopt this new guidance effective with our first quarter of 2018.


•	We will use the cumulative effect transition method. Such method provides that the cumulative effect from prior periods upon applying the new guidance is recognized in our consolidated balance sheets as of the date of adoption, including an adjustment to retained earnings. Prior periods will not be retrospectively adjusted .


•	We believe substantially all of our revenue falls within the scope of ASU 2014-09, as amended; substantially all of our revenue is contractual.

•

Generally, our subscription and content fees revenue is recognized ratably over the respective contract terms ("over time"). Upon adoption of the new guidance, we expect to recognize a license component of certain subscription and content fees revenue upon delivery to the customer ("point in time") and a non-license component (i.e. support) of such revenues over the respective contract terms ("over time"). At the date of adoption of this new guidance, we expect to record a cumulative adjustment to our consolidated balance sheet, including an adjustment to retained earnings, to adjust for the impact of certain prior period subscription and content fees revenue, as calculated under the new guidance.

•

For certain of our arrangements, revenue for software, implementation services and, in certain cases, support services for which vendor specific objective evidence (VSOE) of fair value cannot be established are accounted for as a single unit of accounting. If VSOE of fair value cannot be established for both the implementation services and the support services, the entire arrangement fee is recognized ratably ("over time") over the period during which the implementation services are expected to be performed or the support period, whichever is longer, beginning with delivery of the software, provided that all other revenue recognition criteria are met. Upon adoption of the new guidance, the concept of VSOE of fair value is eliminated. Consideration for an arrangement is allocated to performance obligations based on stand-alone selling price or an estimate of stand-alone selling price. With this change, we expect to be able to allocate consideration to the various elements within arrangements currently accounted for as a single unit of accounting. Such revenue will then be recognized as each performance obligation is delivered (i.e. "point in time" for software) or as provided to the customer (i.e. "over time" for implementation services and support services). At the date of adoption of this new guidance, we expect to record a cumulative adjustment to our consolidated balance sheet, including an adjustment to retained earnings, to adjust for the impact

Table of Contents

of certain software, implementation services, and support services delivered in prior periods, as calculated under the new guidance.

•

We have determined the only significant incremental costs incurred to obtain contracts with customers within the scope of ASU 2014-09, as amended, are sales commissions paid to associates. Under current U.S. GAAP, we recognize sales commissions as earned, and record such amounts as a component of total costs and expenses in our consolidated statements of operations. We recognized sales commission expense of $44 million , $45 million and $35 million in the 2016, 2015, and 2014 annual periods, respectively. Under the new guidance, we expect to record sales commissions as an asset, and amortize to expense over the related contract performance period. At the date of adoption of this new guidance, we expect to record an asset in our consolidated balance sheets for the amount of unamortized sales commissions for prior periods, as calculated under the new guidance. Such amount will subsequently be amortized to expense over the remaining performance periods of the related contracts with remaining performance obligations. We currently estimate the amount of this asset to approximate $80 million . Such estimate is preliminary and subject to change as we finalize our implementation process.


•	In connection with the expected cumulative adjustments described above, we also expect to record a cumulative adjustment to our consolidated balance sheet, including an adjustment to retained earnings, for the related impact on deferred income taxes from such adjustments.

Our analysis and evaluation of the new standard will continue through the effective date in the first quarter of 2018. A significant amount of work remains due to the complexity of revenue recognition within our industry, the increased number of judgments and estimates required by this new guidance, and the volume of our contract portfolio which must be examined. We must quantify all impacts of this new guidance, including the topics discussed above, which may be material to our consolidated financial statements and related disclosures. We must also implement any necessary changes/modifications to processes, accounting systems, and internal controls.

Financial Instruments. In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) : Recognition and Measurement of Financial Assets and Financial Liabilities , which addresses certain aspects of recognition, measurement, presentation, and disclosure of financial instruments. Such guidance will impact 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) will be 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.


•	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.

ASU 2016-01 is effective for the Company in the first quarter of 2018, with early adoption permitted. We do not expect the adoption of ASU 2016-01 to have a material impact on our consolidated financial statements and related disclosures, and we have determined that we will not early adopt.

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.

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.

Table of Contents

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 are currently evaluating the effect that ASU 2017-08 will have on our consolidated financial statements and related disclosures, and we have not determined if we will early adopt .

Table of Contents

(2) 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.

The following table details our financial assets measured and recorded at fair value on a recurring basis at September 30, 2017 :



(In thousands)
		Fair Value Measurements Using
Description	Balance Sheet Classification	Level 1		Level 2		Level 3

Money market funds	Cash equivalents	$	319,668	$	—	$	—
Time deposits	Cash equivalents	—		51,426		—
Commercial paper	Cash equivalents	—		23,550		—
Government and corporate bonds	Cash equivalents	—		500		—
Time deposits	Short-term investments	—		32,808		—
Commercial paper	Short-term investments	—		87,874		—
Government and corporate bonds	Short-term investments	—		158,314		—
Government and corporate bonds	Long-term investments	—		99,032		—

The following table details our financial assets measured and recorded at fair value on a recurring basis at December 31, 2016 :



(In thousands)
		Fair Value Measurements Using
Description	Balance Sheet Classification	Level 1		Level 2		Level 3

Money market funds	Cash equivalents	$	23,110	$	—	$	—
Time deposits	Cash equivalents	—		11,477		—
Time deposits	Short-term investments	—		40,639		—
Commercial paper	Short-term investments	—		22,301		—
Government and corporate bonds	Short-term investments	—		122,648		—
Government and corporate bonds	Long-term investments	—		95,368		—

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 September 30, 2017 and December 31, 2016 was approximately $517 million and $515 million , respectively. The carrying amount of such debt at both September 30, 2017 and December 31, 2016 was $500 million .

Table of Contents

(3) Available-for-sale Investments

Available-for-sale investments at September 30, 2017 were as follows:



(In thousands)	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

Cash equivalents:
Money market funds	$	319,668	$	—	$	—		$	319,668
Time deposits	51,426		—		—			51,426
Commercial paper	23,550		—		—			23,550
Government and corporate bonds	500		—		—			500
Total cash equivalents	395,144		—		—			395,144

Short-term investments:
Time deposits	32,808		—		—			32,808
Commercial paper	87,916		2		(44		)	87,874
Government and corporate bonds	158,532		2		(220		)	158,314
Total short-term investments	279,256		4		(264		)	278,996

Long-term investments:
Government and corporate bonds	99,226		—		(194		)	99,032

Total available-for-sale investments	$	773,626	$	4	$	(458	)	$	773,172

Available-for-sale investments at December 31, 2016 were as follows:



(In thousands)	Adjusted Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value

Cash equivalents:
Money market funds	$	23,110	$	—	$	—		$	23,110
Time deposits	11,477		—		—			11,477
Total cash equivalents	34,587		—		—			34,587

Short-term investments:
Time deposits	40,639		—		—			40,639
Commercial paper	22,325		—		(24		)	22,301
Government and corporate bonds	122,729		3		(84		)	122,648
Total short-term investments	185,693		3		(108		)	185,588

Long-term investments:
Government and corporate bonds	95,806		—		(438		)	95,368

Total available-for-sale investments	$	316,086	$	3	$	(546	)	$	315,543

We sold available-for-sale investments for proceeds of $29 million and $92 million during the nine months ended September 30, 2017 and October 1, 2016 , respectively, resulting in insignificant gains in each period.

Table of Contents

(4) Receivables

A summary of net receivables is as follows:



(In thousands)	September 30, 2017		December 31, 2016

Gross accounts receivable	$	1,065,903	$	958,843
Less: Allowance for doubtful accounts	59,673		43,028

Accounts receivable, net of allowance	1,006,230		915,815

Current portion of lease receivables	14,477		29,128

Total receivables, net	$	1,020,707	$	944,943

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 had the effect of our subcontract for the project being terminated. We continue to be in dispute with Fujitsu regarding Fujitsu’s obligation to pay the amounts comprised of accounts receivable and contracts receivable related to that subcontract, and we are working with Fujitsu to resolve these issues based on processes provided for in the contract. Part of that process requires final resolution of disputes between Fujitsu and the NHS regarding the contract termination. As of September 30, 2017 , it remains unlikely that our matter with Fujitsu will be resolved in the next 12 months. Therefore, these receivables have been classified as long-term and represent less than the majority of other long-term assets at September 30, 2017 and December 31, 2016 . While the ultimate collectability of the 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 in the near term, considering that we do not have complete knowledge of the status of the proceedings between Fujitsu and NHS and their effect on our claim.

During the first nine months of 2017 and 2016 , we received total client cash collections of $4.1 billion and $3.8 billion , respectively.

(5) 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.

Our effective tax rate was 28.9% and 30.7% for the first nine months of 2017 and 2016 , respectively. The decrease in the effective tax rate in 2017 is primarily a result of the inclusion of net excess tax benefits as a discrete item within the tax provision, upon our adoption of ASU 2016-09 in the first quarter of 2017. Refer to Note (1) for further discussion regarding our adoption of ASU 2016-09 and its impact on our condensed consolidated financial statements.

Table of Contents

(6) 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
	2017					2016
	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	$	177,424	331,993	$	0.53	$	169,979	338,684	$	0.50
Effect of dilutive securities:
Stock options and non-vested shares	—		6,787			—		6,133
Diluted earnings per share:
Income available to common shareholders including assumed conversions	$	177,424	338,780	$	0.52	$	169,979	344,817	$	0.49

For the three months ended September 30, 2017 and October 1, 2016 , options to purchase 11.0 million and 8.1 million shares of common stock at per share prices ranging from $50.04 to $73.40 and $47.84 to $73.40 , respectively, were outstanding but were not included in the computation of diluted earnings per share because they were anti-dilutive.



	Nine Months Ended
	2017					2016
	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	$	530,320	331,319	$	1.60	$	486,793	338,675	$	1.44
Effect of dilutive securities:
Stock options and non-vested shares	—		6,627			—		6,242
Diluted earnings per share:
Income available to common shareholders including assumed conversions	$	530,320	337,946	$	1.57	$	486,793	344,917	$	1.41

For the nine months ended September 30, 2017 and October 1, 2016 , options to purchase 10.4 million and 7.2 million shares of common stock at per share prices ranging from $47.38 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.

Table of Contents

(7) Share-Based Compensation and Equity

Stock Options

Stock option activity for the nine months ended September 30, 2017 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	23,601		$	40.33
Granted	4,194		63.25
Exercised	(2,685	)	25.03
Forfeited and expired	(850	)	57.35
Outstanding as of September 30, 2017	24,260		45.39		$	629,257	5.99

Exercisable as of September 30, 2017	12,802		$	32.88	$	492,125	3.82

The weighted-average assumptions used to estimate the fair value, under the Black-Scholes-Merton pricing model, of stock options granted during the nine months ended September 30, 2017 were as follows:



Expected volatility (%)	26.7		%
Expected term (yrs)	7
Risk-free rate (%)	2.1		%
Fair value per option	$	20.47

As of September 30, 2017 , there was $167 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 3.46 years.

Non-vested Shares and Share Units

Non-vested share and share unit activity for the nine months ended September 30, 2017 was as follows:



(In thousands, except per share data)	Number of Shares		Weighted-Average Grant Date Fair Value

Outstanding at beginning of year	354		$	61.12
Granted	586		66.86
Vested	(158	)	57.79
Forfeited	(10	)	57.02

Outstanding as of September 30, 2017	772		$	66.21

As of September 30, 2017 , there was $36 million of total unrecognized compensation cost related to non-vested share awards granted under all plans. That cost is expected to be recognized over a weighted-average period of 1.65 years.

Table of Contents

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						Nine Months Ended
(In thousands)	2017			2016			2017			2016

Stock option and non-vested share and share unit compensation expense	$	19,858		$	18,942		$	59,217		$	56,896
Associate stock purchase plan expense	1,546			1,503			4,516			4,722
Amounts capitalized in software development costs, net of amortization	(45		)	(95		)	(365		)	(486		)

Amounts charged against earnings, before income tax benefit	$	21,359		$	20,350		$	63,368		$	61,132

Amount of related income tax benefit recognized in earnings	$	6,226		$	6,045		$	18,289		$	18,793

Treasury Stock

In May 2017, our Board of Directors authorized a new share repurchase program that allows the Company to repurchase shares of our common stock up to $500 million , 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 this program.

During the nine months ended September 30, 2017 , we repurchased 0.4 million shares for consideration of $23 million . These shares were recorded as treasury stock and accounted for under the cost method. No repurchased shares have been retired. As of September 30, 2017 , an aggregate of $577 million remained available for repurchase under our share repurchase programs.

(8) Contingencies

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

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. In addition, we are a defendant in lawsuits filed in federal and state courts brought as putative class or collective actions on behalf of various groups of current and former associates in the U.S. alleging that we misclassified associates as exempt from overtime pay under the Fair Labor Standards Act and state wage and hour laws. These proceedings are at various procedural stages and seek unspecified monetary damages, injunctive relief, costs and attorneys’ fees. Given the substantial uncertainties, such as the impact of discovery and the extent to which significant factual issues are resolved, the disposition of pre-trial motions, the extent of potential damages that are often unspecified or indeterminate, and the status of settlement discussions (if any), we cannot predict with any reasonable certainty the timing or outcome of such contingencies. At this time, we do not believe any material losses under these claims to be probable or estimable.

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

Table of Contents

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.

(9) Segment Reporting

We have two operating segments, Domestic and Global. Revenues are derived primarily from the sale of clinical, financial and administrative information systems and solutions. 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 Interim 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 nine months ended September 30, 2017 and October 1, 2016 :



(In thousands)	Domestic		Global		Other			Total

Three Months Ended 2017
Revenues	$	1,133,971	$	142,036	$	—		$	1,276,007

Cost of revenues	176,198		26,706		—			202,904
Operating expenses	502,256		68,229		254,712			825,197
Total costs and expenses	678,454		94,935		254,712			1,028,101

Operating earnings (loss)	$	455,517	$	47,101	$	(254,712	)	$	247,906



(In thousands)	Domestic		Global		Other			Total

Three Months Ended 2016
Revenues	$	1,055,037	$	129,520	$	—		$	1,184,557

Cost of revenues	161,625		21,345		—			182,970
Operating expenses	446,704		60,430		252,228			759,362
Total costs and expenses	608,329		81,775		252,228			942,332

Operating earnings (loss)	$	446,708	$	47,745	$	(252,228	)	$	242,225



(In thousands)	Domestic		Global		Other			Total

Nine Months Ended 2017
Revenues	$	3,421,429	$	407,058	$	—		$	3,828,487

Cost of revenues	549,895		75,065		—			624,960
Operating expenses	1,474,591		197,333		790,183			2,462,107
Total costs and expenses	2,024,486		272,398		790,183			3,087,067

Operating earnings (loss)	$	1,396,943	$	134,660	$	(790,183	)	$	741,420

Table of Contents



(In thousands)	Domestic		Global		Other			Total

Nine Months Ended 2016
Revenues	$	3,132,566	$	406,088	$	—		$	3,538,654

Cost of revenues	488,404		75,715		—			564,119
Operating expenses	1,304,731		183,824		786,995			2,275,550
Total costs and expenses	1,793,135		259,539		786,995			2,839,669

Operating earnings (loss)	$	1,339,431	$	146,549	$	(786,995	)	$	698,985

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 third fiscal quarter ends on the Saturday closest to September 30. The 2017 and 2016 third quarters ended on September 30, 2017 and October 1, 2016 , respectively. All references to years in this MD&A represent the respective three or nine 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," "intended," "continue," "believe," "may," "expect," "hope," "anticipate," "goal," "forecast," "plan," "guidance," "opportunity," "prospects" 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; 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; risks associated with fluctuations in foreign currency exchange rates; the potential for tax legislation initiatives 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, failure to successfully develop and execute succession planning to assure transitions of key associates and their knowledge, relationships and expertise, and uncertainties as to how quickly we are able to finalize our CEO succession plans; risks related to our dependence on strategic partners and third party suppliers; difficulties and operational and financial risks associated with successfully completing the integration of the Cerner Health Services (formerly Siemens Health Services) business into our business or the failure to realize the synergies and other benefits expected from the acquisition; risks inherent with business acquisitions and combinations and the integration thereof; the potential for losses resulting from asset impairment charges; risks associated with volatility and disruption resulting from global economic or market conditions; managing growth in the new markets in which we offer solutions, health care devices or services; risks inherent in contracting with government clients; risks associated with our outstanding and future indebtedness, such as compliance with restrictive covenants, which may limit our flexibility to operate our business; 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; government regulation; 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; long sales cycles for our solutions and services; 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; changes in accounting standards issued by the Financial Accounting Standards Board or other standard-setting bodies may adversely affect our financial statements; 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.

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 13% or more. This growth has also created an important strategic footprint in health care, with Cerner ^® solutions in more than 25,000 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 through market share expansion 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 supplier. 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 ITWorks ^SM services, revenue cycle solutions and services, and HealtheIntent ^SM 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 15% or more over the most recent five- and ten-year periods. We expect to drive continued earnings growth through ongoing revenue growth coupled with margin expansion, which we expect to achieve through efficiencies in our implementation and operational processes and by leveraging R&D investments and controlling general and administrative expenses.

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

The Company delivered lower than expected bookings and good levels of revenues, earnings, and operating cash flow in the third quarter of 2017 .

Bookings, which reflects the value of executed contracts for software, hardware, professional services and managed services, was $1.11 billion in the third quarter of 2017 , which is a decrease of 23% compared to $1.43 billion in the third quarter of 2016 . The decline in bookings was primarily attributable to several large contracts not signing during the quarter as previously expected. These contracts were primarily related to our ITWorks business, which includes large long-term services contracts that have a significant impact on bookings, but do not have a material impact on current period revenue or earnings. The Company still expects to sign these contracts in future periods.

Revenues for the third quarter of 2017 increased 8% to $1.3 billion , compared to $1.2 billion in the third quarter of 2016 . The year-over-year 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 third quarter of 2017 increased 4% to $177 million , compared to $170 million in the third quarter of 2016 . Diluted earnings per share increased 6% to $0.52 , compared to $0.49 in the third quarter of 2016 . The overall increase in net earnings and diluted earnings per share was primarily a result of increased revenues.

We had cash collections of receivables of $1.4 billion in the third quarter of 2017 , compared to $1.3 billion in the third quarter of 2016 . Days sales outstanding was 73 days for the third quarter of 2017 compared to 73 days for the second quarter of 2017 and 76 days for the third quarter of 2016 . Operating cash flows for the third quarter of 2017 were $363 million compared to $311 million in the third quarter of 2016 .

Table of Contents

Results of Operations

Three Months Ended September 30, 2017 Compared to Three Months Ended October 1, 2016

The following table presents a summary of the operating information for the third quarters of 2017 and 2016 :



(In thousands)	2017			% of Revenue		2016			% of Revenue		% Change
Revenues
System sales	$	324,021		25	%	$	301,252		25	%	8	%
Support and maintenance	263,361			21	%	253,425			21	%	4	%
Services	664,468			52	%	607,660			51	%	9	%
Reimbursed travel	24,157			2	%	22,220			2	%	9	%

Total revenues	1,276,007			100	%	1,184,557			100	%	8	%

Costs of revenue
Costs of revenue	202,904			16	%	182,970			15	%	11	%

Total margin	1,073,103			84	%	1,001,587			85	%	7	%

Operating expenses
Sales and client service	564,621			44	%	512,671			43	%	10	%
Software development	153,834			12	%	136,755			12	%	12	%
General and administrative	84,178			7	%	87,071			7	%	(3	)%
Amortization of acquisition-related intangibles	22,564			2	%	22,865			2	%	(1	)%

Total operating expenses	825,197			65	%	759,362			64	%	9	%

Total costs and expenses	1,028,101			81	%	942,332			80	%	9	%

Operating earnings	247,906			19	%	242,225			20	%	2	%

Other income (expense), net	2,509					(417		)
Income taxes	(72,991		)			(71,829		)

Net earnings	$	177,424				$	169,979				4	%

Revenues & Backlog

Revenues increased 8% to $1.3 billion in the third quarter of 2017 , as compared to $1.2 billion in the same period of 2016 .

•

System sales, which include revenues from the sale of licensed software (including perpetual license sales and software as a service), technology resale (hardware, devices, and sublicensed software), deployment period licensed software upgrade rights, installation fees, transaction processing and subscriptions, increased 8% to $324 million in the third quarter of 2017 , from $301 million in the same period of 2016 . The increase in system sales was primarily driven by increases in licensed software and subscriptions of $15 million and $12 million, respectively.


•	Support and maintenance revenues increased 4% to $263 million in the third quarter of 2017 , from $253 million in the same period of 2016 . This increase was primarily attributable to continued success selling Cerner Millennium ^® applications and implementing them at client sites.

•

Services revenue, which includes professional services (excluding installation) and managed services, increased 9% to $664 million in the third quarter of 2017 , from $608 million in the same period of 2016 . This increase was driven by a $42 million increase in professional services due to growth in implementation and consulting activities and growth in managed services of $15 million as a result of continued demand for our hosting services.

Revenue backlog, which reflects contracted revenue that has not yet been recognized as revenue, increased 7% to $16.5 billion in the third quarter of 2017 compared to $15.5 billion in the same period of 2016 . This increase was driven by solid levels of new business bookings during the past four quarters, including strong levels of managed services bookings that typically have longer contract terms.

Table of Contents

Costs of Revenue

Costs of revenue as a percent of total revenues were 16% in the third quarter of 2017 , compared to 15% in the same period of 2016 . The marginally higher costs of revenue as a percent of total revenues was primarily due to higher third-party costs associated with technology resale.

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 total revenues, typically have varied as the mix of revenue (software, hardware, devices, maintenance, support, services and reimbursed travel) 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.

Operating Expenses

Total operating expenses increased 9% to $825 million in the third quarter of 2017 , as compared to $759 million in the same period of 2016 .

•

Sales and client service expenses as a percent of total revenues were 44% in the third quarter of 2017 , compared to 43% in the same period of 2016 . These expenses increased 10% to $565 million in the third quarter of 2017 , from $513 million in the same period of 2016 . 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 reflects hiring of services personnel to support the growth in services revenue.

•

Software development expenses as a percent of total revenues were 12% in the third quarter of both 2017 and 2016 . 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 third quarters of 2017 and 2016 is as follows:



	Three Months Ended
(In thousands)	2017			2016

Software development costs	$	176,543		$	174,831
Capitalized software costs	(66,404		)	(72,943		)
Capitalized costs related to share-based payments	(663		)	(685		)
Amortization of capitalized software costs	44,358			35,552

Total software development expense	$	153,834		$	136,755

•

General and administrative expenses as a percent of total revenues were 7% in the third quarter of both 2017 and 2016 . These expenses decreased 3% to $84 million in the third quarter of 2017 , from $87 million in the same period of 2016 . 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 decrease in general and administrative expenses is primarily due to lower expense for share-based payments, driven by stock option awards forfeited by our former CEO upon his passing in July 2017.

•

Amortization of acquisition-related intangibles as a percent of total revenues were 2% in the third quarter of both 2017 and 2016 . These expenses remained flat at $23 million in the third quarter of both 2017 and 2016 . 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.

Table of Contents

Non-Operating Items


•	Other income (expense), net was $3 million in income in the third quarter of 2017 , and less than $1 million in expense in the same period of 2016 . The increase is primarily attributable to an impairment loss recognized on one of our investments accounted for under the cost method in the third quarter of 2016.

•

Our effective tax rate was 29.1% for the third quarter of 2017 and 29.7% in the same period of 2016 . The decrease in the effective tax rate in 2017 is primarily a result of the inclusion of net excess tax benefits as discrete items within the tax provision, upon our adoption of ASU 2016-09 in the first quarter of 2017 . Refer to Note (1) of the notes to condensed consolidated financial statements for further discussion regarding our adoption of ASU 2016-09 and its impact on our condensed consolidated financial statements.

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, Guam, 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 (9) 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 third quarters of 2017 and 2016 :



(In thousands)	2017			% of Revenue	2016			% of Revenue	% Change

Domestic Segment
Revenues	$	1,133,971		100%	$	1,055,037		100%	7%

Costs of revenue	176,198			16%	161,625			15%	9%
Operating expenses	502,256			44%	446,704			42%	12%
Total costs and expenses	678,454			60%	608,329			58%	12%

Domestic operating earnings	455,517			40%	446,708			42%	2%

Global Segment
Revenues	142,036			100%	129,520			100%	10%

Costs of revenue	26,706			19%	21,345			16%	25%
Operating expenses	68,229			48%	60,430			47%	13%
Total costs and expenses	94,935			67%	81,775			63%	16%

Global operating earnings	47,101			33%	47,745			37%	(1)%

Other, net	(254,712		)		(252,228		)		1%

Consolidated operating earnings	$	247,906			$	242,225			2%

Domestic Segment


•	Revenues increased 7% to $1.13 billion in the third quarter of 2017 , from $1.06 billion in the same period of 2016 . This increase was primarily driven by growth in services revenue.


•	Costs of revenue as a percent of revenues was 16% in the third quarter of 2017 compared to 15% in the same period of 2016 . The marginally higher costs of revenue as a percent of revenues was primarily due to higher third-party costs associated with technology resale.


•	Operating expenses as a percent of revenues were 44% in the third quarter of 2017 , compared to 42% in the same period of 2016 . The increase as a percent of revenues reflects a higher mix of services during the third quarter of 2017 that was driven by services revenue growth.

Table of Contents

Global Segment


•	Revenues increased 10% to $142 million in the third quarter of 2017 , from $130 million in the same period of 2016 . This increase was primarily driven by growth in services revenue.


•	Costs of revenue as a percent of revenues were 19% in the third quarter of 2017 , compared to 16% in the same period of 2016 . The higher costs of revenue as a percent of revenues were primarily driven by a higher amount of third party resources utilized for support and services.


•	Operating expenses as a percent of revenues were 48% in the third quarter of 2017 , compared to 47% in the same period of 2016 . The increase as a percent of revenues was primarily due to an increase in non-personnel expenses.

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 1% to $255 million in the third quarter of 2017 , from $252 million in the same period of 2016 . The increase was primarily due to increased amortization of capitalized software costs, resulting from releases of new and enhanced solutions over the last four quarters.

Nine Months Ended September 30, 2017 Compared to Nine Months Ended October 1, 2016

The following table presents a summary of our operating information for the first nine months of 2017 and 2016 :



(In thousands)	2017			% of Revenue		2016			% of Revenue		% Change
Revenues
System sales	$	991,685		26	%	$	913,710		26	%	9	%
Support and maintenance	785,039			21	%	761,165			22	%	3	%
Services	1,978,444			52	%	1,800,309			51	%	10	%
Reimbursed travel	73,319			2	%	63,470			2	%	16	%

Total revenues	3,828,487			100	%	3,538,654			100	%	8	%

Costs of revenue
Costs of revenue	624,960			16	%	564,119			16	%	11	%

Total margin	3,203,527			84	%	2,974,535			84	%	8	%

Operating expenses
Sales and client service	1,688,208			44	%	1,534,763			43	%	10	%
Software development	442,570			12	%	405,451			11	%	9	%
General and administrative	263,203			7	%	267,232			8	%	(2	)%
Amortization of acquisition-related intangibles	68,126			2	%	68,104			2	%	—	%

Total operating expenses	2,462,107			64	%	2,275,550			64	%	8	%

Total costs and expenses	3,087,067			81	%	2,839,669			80	%	9	%

Operating earnings	741,420			19	%	698,985			20	%	6	%

Other income, net	4,054					3,734
Income taxes	(215,154		)			(215,926		)

Net earnings	$	530,320				$	486,793				9	%

Table of Contents

Revenues

Revenues increased 8% to $3.8 billion in the first nine months of 2017 , as compared to $3.5 billion in the same period of 2016 .


•	System sales increased 9% to $992 million in the first nine months of 2017 , from $914 million in the same period of 2016 . The increase in system sales was primarily driven by increases in licensed software and subscriptions of $51 million and $28 million, respectively.


•	Support and maintenance revenues increased 3% to $785 million in the first nine months of 2017 , from $761 million in the same period of 2016 . This increase was primarily attributable to continued success selling Cerner Millennium applications and implementing them at client sites.


•	Services revenue increased 10% to $2.0 billion in the first nine months of 2017 , from $1.8 billion in the same period of 2016 . This increase was driven by a $124 million increase in professional services due to growth in implementation and consulting activities, and growth in managed services of $54 million as a result of continued demand for our hosting services.

Costs of Revenue

Costs of revenue as a percent of total revenues were 16% in the first nine months of both 2017 and 2016 .

Operating Expenses

Total operating expenses increased 8% to $2.5 billion in the first nine months of 2017 , as compared to $2.3 billion in the same period of 2016 .

•

Sales and client service expenses as a percent of total revenues were 44% in the first nine months of 2017 , compared to 43% in the same period of 2016 . These expenses increased 10% to $1.7 billion in the first nine months of 2017 , from $1.5 billion in the same period of 2016 . The growth in sales and client service expenses reflects hiring of services personnel to support the strong growth in services revenue.

•

Software development expenses as a percent of total revenues were 12% in the first nine months of 2017 , compared to 11% in the same period of 2016 . 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 nine months of 2017 and 2016 is as follows:



	Nine Months Ended
(In thousands)	2017			2016

Software development costs	$	526,257		$	531,825
Capitalized software costs	(207,910		)	(226,640		)
Capitalized costs related to share-based payments	(2,123		)	(2,163		)
Amortization of capitalized software costs	126,346			102,429

Total software development expense	$	442,570		$	405,451

•

General and administrative expenses as a percent of total revenues were 7% in the first nine months of 2017 , compared to 8% in the same period of 2016 . These expenses decreased 2% to $263 million in the first nine months of 2017 , from $267 million in the same period of 2016 . The decrease in general and administrative expenses includes lower expense for share-based payments, driven by stock option awards forfeited by our former CEO upon his passing in July 2017.


•	Amortization of acquisition-related intangibles as a percent of total revenues were 2% in the first nine months of both 2017 and 2016 . These expenses remained flat at $68 million in the first nine months of both 2017 and 2016 .

Table of Contents

Non-Operating Items


•	Other income, net was $4 million in the first nine months of both 2017 and 2016 .

•

Our effective tax rate was 28.9% for the first nine months of 2017 and 30.7% in the same period of 2016 . The decrease in the effective tax rate in 2017 is primarily a result of the inclusion of net excess tax benefits as discrete items within the tax provision, upon our adoption of ASU 2016-09 in the first quarter of 2017 . Refer to Note (1) of the notes to condensed consolidated financial statements for further discussion regarding our adoption of ASU 2016-09 and its impact on our condensed consolidated financial statements.

Operations by Segment

The following table presents a summary of our operating segment information for the first nine months of 2017 and 2016 :



(In thousands)	2017			% of Revenue	2016			% of Revenue	% Change

Domestic Segment
Revenues	$	3,421,429		100%	$	3,132,566		100%	9%

Costs of revenue	549,895			16%	488,404			16%	13%
Operating expenses	1,474,591			43%	1,304,731			42%	13%
Total costs and expenses	2,024,486			59%	1,793,135			57%	13%

Domestic operating earnings	1,396,943			41%	1,339,431			43%	4%

Global Segment
Revenues	407,058			100%	406,088			100%	—%

Costs of revenue	75,065			18%	75,715			19%	(1)%
Operating expenses	197,333			48%	183,824			45%	7%
Total costs and expenses	272,398			67%	259,539			64%	5%

Global operating earnings	134,660			33%	146,549			36%	(8)%

Other, net	(790,183		)		(786,995		)		—%

Consolidated operating earnings	$	741,420			$	698,985			6%

Domestic Segment


•	Revenues increased 9% to $3.4 billion in the first nine months of 2017 , from $3.1 billion in the same period of 2016 . This increase was primarily driven by growth in services revenue.


•	Costs of revenue as a percent of revenues were 16% in the first nine months of both 2017 and 2016 .


•	Operating expenses as a percent of revenues were 43% in the first nine months of 2017 , compared to 42% in the same period of 2016 . The increase as a percent of revenues reflects a higher mix of services in 2017 that was driven by services revenue growth.

Global Segment


•	Revenues were flat at $407 million in the first nine months of 2017 , and $406 million in the same period of 2016 .


•	Costs of revenue were flat at $75 million in the first nine months of 2017 , and $76 million in the same period of 2016 .


•	Operating expenses as a percent of revenues were 48% in the first nine months of 2017 , compared to 45% in the same period in 2016 . The increase as a percent of revenues is primarily due to an increase in non-personnel expenses.

Other, net

These expenses remained relatively flat at $790 million in the first nine months of 2017 and $787 million in the same period of 2016 .

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 September 30, 2017 , we had cash and cash equivalents of $573 million and short-term investments of $279 million , as compared to cash and cash equivalents of $171 million and short-term investments of $186 million at December 31, 2016 .

The non-U.S. subsidiaries for which we have elected to indefinitely reinvest earnings outside of the U.S. held approximately 24% of our aggregate cash, cash equivalents, and short-term investments at September 30, 2017 . As part of our current business strategy, we plan to indefinitely reinvest the earnings of these foreign operations; however, should the earnings of these foreign operations be repatriated, we would accrue and pay tax on such earnings, which may be material.

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 September 30, 2017 , we had no outstanding borrowings under this facility; however, we had $42 million of outstanding letters of credit, which reduced our available borrowing capacity to $58 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 nine months of 2017 and 2016 :



	Nine Months Ended
(In thousands)	2017			2016

Cash flows from operating activities	$	958,765		$	907,698
Cash flows from investing activities	(593,689		)	(695,595		)
Cash flows from financing activities	27,639			(179,785		)
Effect of exchange rate changes on cash	9,478			(2,943		)
Total change in cash and cash equivalents	402,193			29,375

Cash and cash equivalents at beginning of period	170,861			402,122

Cash and cash equivalents at end of period	$	573,054		$	431,497

Free cash flow (non-GAAP)	$	486,360		$	351,034

Refer to Note (1) of the notes to condensed consolidated financial statements for discussion regarding our adoption of ASU 2016-09 in the first quarter of 2017, which impacted the classification of certain items within our condensed consolidated statements of cash flows.

Cash from Operating Activities



	Nine Months Ended
(In thousands)	2017			2016

Cash collections from clients	$	4,060,904		$	3,796,652
Cash paid to employees and suppliers and other	(2,917,105		)	(2,707,928		)
Cash paid for interest	(17,175		)	(17,397		)
Cash paid for taxes, net of refunds	(167,859		)	(163,629		)

Total cash from operations	$	958,765		$	907,698

Cash flow from operations increased $51 million in the first nine months of 2017 when compared to the same period of 2016 due primarily to an increase in cash impacting earnings, partially offset by an increase in cash used to fund working capital

Table of Contents

requirements. During the first nine months of 2017 and 2016 , we received total client cash collections of $4.1 billion and $3.8 billion , respectively. Days sales outstanding was 73 days in the third quarter of 2017 , compared to 73 days in the second quarter of 2017 and 76 days in the third quarter of 2016 . Revenues provided under support and maintenance agreements represent recurring cash flows. We expect these revenues to continue to grow as the base of installed systems grows.

Cash from Investing Activities



	Nine Months Ended
(In thousands)	2017			2016

Capital purchases	$	(262,372	)	$	(327,861	)
Capitalized software development costs	(210,033		)	(228,803		)
Purchases of investments, net of sales and maturities	(99,098		)	(125,709		)
Purchases of other intangibles	(22,186		)	(13,222		)

Total cash flows from investing activities	$	(593,689	)	$	(695,595	)

Cash flows from investing activities consist primarily of capital spending and short-term investment activities.

Our capital spending in the first nine months of 2017 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. Capital purchases in 2017 are expected to remain lower than 2016 levels, as we completed the first two phases of construction on our Innovations Campus (office space development located in Kansas City, Missouri) in January 2017.

Short-term investment activity consists of the investment of cash generated by our business in excess of what is necessary to fund operations. We expect to continue short-term investment activity over the remainder of 2017 , as we expect strong levels of cash flow.

Cash from Financing Activities



	Nine Months Ended
(In thousands)	2017			2016

Cash from option exercises (net of taxes paid in connection with shares surrendered by associates)	$	53,699		$	22,364
Treasury stock purchases	(23,389		)	(200,075		)
Contingent consideration payments for acquisition of businesses	(2,671		)	(2,074		)

Total cash flows from financing activities	$	27,639		$	(179,785	)

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 2017 based on the number of exercisable options as of September 30, 2017 and our current stock price.

During the first nine months of 2017 , we repurchased 0.4 million shares of our common stock under our share repurchase programs for total consideration of $23 million. As of September 30, 2017 , $77 million remains available for repurchase under the program authorized by our Board of Directors in November 2016, and an additional $500 million remains available for repurchase under the program authorized in May 2017. We may continue to repurchase shares under these programs in 2017 , 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 programs.

During the first nine months of 2016 , we repurchased 3.7 million shares of common stock under our share repurchase programs for total consideration of $200 million.

Table of Contents

Free Cash Flow (Non-GAAP)



	Three Months Ended						Nine Months Ended
(In thousands)	2017			2016			2017			2016

Cash flows from operating activities (GAAP)	$	362,937		$	311,064		$	958,765		$	907,698
Capital purchases	(73,000		)	(110,266		)	(262,372		)	(327,861		)
Capitalized software development costs	(67,067		)	(73,628		)	(210,033		)	(228,803		)

Free cash flow (non-GAAP)	$	222,870		$	127,170		$	486,360		$	351,034

Free cash flow increased $135 million in the first nine months of 2017 compared to the same period in 2016 . This increase is primarily due to increased operating cash flow, along with reduced capital purchases as discussed above. 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 operations 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.

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.

The Company's Interim Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO") have evaluated the effectiveness of the Company’s 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"). They have concluded that, as of the Evaluation Date, these disclosure controls and procedures were effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by others within those entities and would be disclosed on a timely basis. The CEO and CFO have concluded that the Company’s disclosure controls and procedures are designed, and are effective, to give reasonable assurance that the information required to be disclosed by the Company in reports that it files under the Exchange Act is recorded, processed, summarized and reported within the time period specified in the rules and forms of the SEC. They have also concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act are accumulated and communicated to the Company’s management to allow timely decisions regarding required disclosure.


b)	Changes in Internal Control over Financial Reporting.

During the fiscal quarter ended September 30, 2017, progress continued on a plan that calls for modifications and enhancements to the Company’s internal controls over financial reporting in relation to our upcoming adoption of the new revenue recognition standard effective in the first quarter of 2018. Such plan resulted in changes to certain process and procedures during the quarter. Specifically, we implemented/modified internal controls to address:

• Monitoring of the adoption process


•	The gathering of information and evaluation of analysis used in the development of disclosures required prior to the new standard’s effective date

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

During the fiscal quarter ended September 30, 2017, we implemented a new human resources administration and payroll system. Certain internal controls were modified in connection with the implementation of this new system.

There were no other changes in the Company’s internal controls over financial reporting during the fiscal quarter ended September 30, 2017 , that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.


c)	Limitations on Controls.

The Company’s management, including its CEO and CFO, has concluded that our disclosure controls and procedures and internal control over financial reporting are designed to provide reasonable assurance of achieving their objectives and are effective at that reasonable assurance level. However, the Company’s 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.

Table of Contents

Part II. Other Information

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

The table below provides information with respect to Common Stock purchases by the Company during the third fiscal quarter of 2017 .



	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	Total Number of Shares Purchased (a)	Average Price Paid per Share
July 2, 2017 - July 29, 2017	—	$	—	—	$	600,000,000
July 30, 2017 - August 26, 2017	285,726	64.25		285,726	581,642,586
August 27, 2017 - September 30, 2017	77,556	65.00		77,300	576,618,633

Total	363,282	$	64.41	363,026

(a)

Of the 363,282 shares of common stock, par value $0.01 per share, presented in the table above, 256 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 256 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)	During the nine months ended September 30, 2017 , the Company repurchased 0.4 million shares of our common stock under our share repurchase programs for consideration of $23 million, excluding transaction costs, pursuant to Rule 10b5-1 plans.

As announced on November 14, 2016, our Board of Directors authorized a share repurchase program for an aggregate purchase of up to $500 million of our common stock, excluding transaction costs. As of September 30, 2017, $77 million remained available for repurchase under this plan. No time limit has been set for completion of this program.

As announced on May 25, 2017, our Board of Directors authorized a separate share repurchase program for an aggregate purchase of up to $500 million of our common stock, excluding transaction costs. As of September 30, 2017, $500 million remained available for repurchase under this plan. No time limit has been set for completion of this program.

Table of Contents

Item 6. Exhibits



(a)		Exhibits

10.1		Enhanced Severance Pay Plan (as amended and restated effective October 1, 2017)

10.2		2011 Omnibus Equity Incentive Plan - Non-qualified Stock Option Grant Certificate

10.3		2011 Omnibus Equity Incentive Plan - Time Based Restricted Stock Agreement

10.4		2011 Omnibus Equity Incentive Plan - Performance Based Restricted Stock Agreement

10.5		2011 Omnibus Equity Incentive Plan - Time Based Restricted Stock Unit Agreement

10.6		2011 Omnibus Equity Incentive Plan - Performance Based Restricted Stock Unit Agreement

10.7		Amended Employment Agreement between Cerner Corporation and Zane M. Burke (incorporated by reference from Exhibit 10.1 to the current report on Form 8-K filed with the SEC on September 11, 2017)

10.8		Amended Employment Agreement between Cerner Corporation and Michael R. Nill (incorporated by reference from Exhibit 10.2 to the current report on Form 8-K filed with the SEC on September 11, 2017)

10.9		Amended Employment Agreement between Cerner Corporation and Jeffrey A. Townsend (incorporated by reference from Exhibit 10.3 to the current report on Form 8-K filed with the SEC on September 11, 2017)

10.10		Relocation Agreement between Cerner Corporation and Jeffrey A. Townsend

10.11		Amended Employment Agreement between Cerner Corporation and Marc G. Naughton (incorporated by reference from Exhibit 10.4 to the current report on Form 8-K filed with the SEC on September 11, 2017)

31.1		Certification of Clifford W. Illig pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2		Certification of Marc G. Naughton pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32.1		Certification of Clifford W. Illig pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

32.2		Certification of Marc G. Naughton pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB		XBRL Taxonomy Extension Labels Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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: October 27, 2017	By:	/s/ Marc G. Naughton
		Marc G. Naughton
		Executive Vice President and Chief
		Financial Officer (duly authorized
		officer and principal financial officer)




Notice of Grant of Award	Cerner Corporation
and Award Agreement	ID: 43-1196944
	2800 Rockcreek Parkway
	North Kansas City, MO 64117-2551

Grantee: [Associate Name]	Award Number: [Grant Number]
[Address]	Plan: Omni



Grant Date:	[____]

Total Number of RSUs Granted:	[____]

	Each RSU represents the right to receive one share of the Company’s common stock, $0.01 par value (each a "Share") if the vesting terms and conditions set forth in the Agreement and Omnibus Plan (as such terms are defined below) are met.

Type of RSU:	Time-based RSUs

Vesting Schedule:	Shares	Vest Date
	[____]	[____]

Manner of Payment by Company:	Subject to the continuous employment vesting condition noted below, on the Vest Date, the vested RSUs shall be settled by issuing a number of Shares equal to the number of RSUs vesting on such Vest Date



/s/Jeff Townsend		2/8/2017
Jeff Townsend		Date


/s/Brandee Faille		2/8/2017
Brandee Faille, Director, Global Mobility		Date



Closing Costs	Reimbursable
Broker's Commission up to 6%	X
Title Charges	X
Attorney Fees	X
Escrow Fees	X
Document Preparation Fee	X
Mortgage Release Fees	X
State/Local Transfer Tax (up to 1/2%)	X
Recording Fees	X
Closing/Other Legal Fees	X
Miscellaneous Courier Fees	X



Closing Costs	Reimbursable
Broker's Commission up to 6%	X
Title Charges	X
Attorney Fees	X
Escrow Fees	X
Document Preparation Fee	X
Mortgage Release Fees	X
State/Local Transfer Tax (up to 1/2%)	X
Recording Fees	X
Closing/Other Legal Fees	X
Miscellaneous Courier Fees	X


4.	Approval by the shareholders of Cerner Corporation of a complete liquidation or dissolution of Cerner.


3.	voluntary resignation (regardless of the circumstances surrounding the Eligible Associate's decision to resign);


5.	discharge by Cerner for any other work related reason other than redundancy or unsatisfactory work performance (including, without limitation, absenteeism, misconduct, refusal to transfer to an equivalent


1.	The Eligible Associate's termination of employment with Cerner must have constituted either a CIC Severance or Non-CIC Severance. In no event shall an Associate’s leave during one of Cerner’s recognized leave programs constitute a termination of employment event under this Plan,


2.	Following or in connection with the Eligible Associate's termination of employment, the Eligible Associate must comply with all transition assistance requests of Cerner, to Cerner's satisfaction, such as aiding in the location of files and documents, returning all Cerner property and repaying any amounts owed Cerner, and


2.	The Associate breaches the terms and conditions of his/her Employment Agreement (including, without limitation, violating the non-competition provisions thereof).


2.	Before a Change in Control, all Non-CIC Severance Benefits which are Excess Severance Benefits shall be paid in a lump sum as soon as practicable within 75 days of the Non-CIC Severance.


4.	All Severance Benefit payments are subject to the offset provisions of Section 6(c) of the Plan.


1.	The specific reason or reasons for the adverse determination;


2.	Reference to the specific plan provisions on which the determination is based;


3.	A description of any additional material or information necessary for you to perfect the claim, and an explanation of why such material or information is necessary; and


4.	A description of the Plan's review procedures and the time limits applicable to such procedures, including a statement of your right to bring a civil action under ERISA section 502(a) following an adverse benefit determination on review.


1.	Provide you at least 60 days following receipt of a notification of an adverse benefit determination within which to appeal the determination;


2.	Provide you the opportunity to submit written comments, documents, records, and other information relating to the claim for benefits;


3.	Provide that you shall be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits; and


4.	Provide for a review that takes into account all comments, documents, records, and other information submitted by you relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.


3.	A statement that you are entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to your claim for benefits. Whether a document, record, or other information is relevant to a claim for benefits shall be determined by reference to DOL Regulation Section 2560.503-1 (m)(8); and


4.	A statement describing any voluntary appeal procedures offered by the Plan and your right to obtain the information about such procedures, and a statement of your right to bring an action under ERISA section 502(a).


•	Examine, without charge, at the Plan Administrator's office and at other specified locations, the Plan documents and, if any, copies of all documents filed by the Plan with the U.S. Department of Labor, such as detailed annual reports and plan descriptions.


•	Obtain copies of all Plan documents and other plan information upon written request to the Plan Administrator. The Plan Administrator may make a reasonable charge for the copies.


•	Receive a summary of the Plan's annual financial report, if one is required to be prepared. The Plan Administrator is required by law to furnish each participant with a copy of this summary annual report if an annual report is required to be filed with the Department of Labor.



Years of Service Role Level	Less than 2 Years Severance Weeks	>2, less than 5 Years Severance Weeks	>5, less than 10 Years Severance Weeks	>10 Years Severance Weeks
Executive Committee / Executive Officers ^[1] / EVP	16	24	36	52
Senior Vice President	13	20	30	42
Vice President	10	16	24	32
Senior Director	8	14	21	28
Director	6	12	18	24
Levels ^[*] 2 and 3	4	8	12	16
Levels ^[*] 4 and 5	3	6	9	12
Levels ^[*] 6, 7 and 8	2	4	6	8


2.	Incorporation of the Plan . A copy of the Plan is incorporated herein by reference and all of the terms, conditions and provisions contained therein shall be deemed to be contained in this Grant Certificate.


3.	Term of Option . Optionee may purchase all or any portion of the Option Shares subject to each tranche listed in the Vesting Schedule in the Grant Agreement at any time on or after the Exercise Dates listed therein and before the Expiration Date (or any earlier termination date).


•	This Option shall expire with respect to all Option Shares ten (10) years from the Granting Date (the "Expiration Date"), unless it shall be terminated at an earlier date in accordance with this Grant Certificate.


(b)	by delivering shares owned by Optionee (including shares acquired in connection with the exercise of a previously granted option) having an aggregate fair market value on the date of exercise equal to the Exercise Price and Applicable Withholding Taxes, or


(c)	any other means allowable under the Plan which the Company in its sole discretion determines will provide legal consideration for the Shares and Applicable Withholding Taxes (including the exercise through a "cashless" exercise through an approved third-party broker).


6.	Assignment . This Option shall not be assignable by Optionee without the express written consent of Company or in accordance with the Plan. The Company will maintain records of all stock option grants and exercises. In the event this Grant Certificate and such records do not agree, such records shall control.


7.	Governing Law . This Grant Certificate shall be construed in accordance with the laws of the State of Missouri.


(c)	If Participant is an officer or director of the Company within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended ("Section 16"), Participant must satisfy the requirements of Section 16 and any applicable rules thereunder with respect to the use of Shares to satisfy such tax withholding obligation.