Delaware
|
|
43-1196944
|
|||
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
||||
|
|
||||
2800 Rockcreek Parkway
|
|
||||
|
North Kansas City,
|
MO
|
|
64117
|
|
(Address of principal executive offices)
|
(Zip Code)
|
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value per share
|
CERN
|
The Nasdaq Stock Market LLC
|
Class
|
|
Outstanding at July 17, 2019
|
Common Stock, $0.01 par value per share
|
|
318,393,949 shares
|
Part I.
|
Financial Information:
|
|
|
|
|
Item 1.
|
Financial Statements:
|
|
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
Part II.
|
Other Information:
|
|
|
|
|
Item 1A.
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 6.
|
||
|
|
|
Signatures
|
|
(In thousands, except share data)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
702,924
|
|
|
$
|
374,126
|
|
Short-term investments
|
250,595
|
|
|
401,285
|
|
||
Receivables, net
|
1,228,985
|
|
|
1,183,494
|
|
||
Inventory
|
23,163
|
|
|
25,029
|
|
||
Prepaid expenses and other
|
396,803
|
|
|
334,870
|
|
||
Total current assets
|
2,602,470
|
|
|
2,318,804
|
|
||
|
|
|
|
||||
Property and equipment, net
|
1,866,142
|
|
|
1,743,575
|
|
||
Right-of-use assets
|
132,102
|
|
|
—
|
|
||
Software development costs, net
|
932,035
|
|
|
894,512
|
|
||
Goodwill
|
847,673
|
|
|
847,544
|
|
||
Intangible assets, net
|
366,337
|
|
|
405,305
|
|
||
Long-term investments
|
320,616
|
|
|
300,046
|
|
||
Other assets
|
208,934
|
|
|
198,850
|
|
||
|
|
|
|
||||
Total assets
|
$
|
7,276,309
|
|
|
$
|
6,708,636
|
|
|
|
|
|
||||
Liabilities and Shareholders' Equity
|
|
|
|
||||
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
328,405
|
|
|
$
|
293,534
|
|
Current installments of long-term debt and capital lease obligations
|
—
|
|
|
4,914
|
|
||
Deferred revenue
|
320,916
|
|
|
399,189
|
|
||
Accrued payroll and tax withholdings
|
208,994
|
|
|
195,931
|
|
||
Other current liabilities
|
173,051
|
|
|
69,122
|
|
||
Total current liabilities
|
1,031,366
|
|
|
962,690
|
|
||
|
|
|
|
||||
Long-term debt
|
1,038,530
|
|
|
438,802
|
|
||
Deferred income taxes
|
347,658
|
|
|
336,379
|
|
||
Other liabilities
|
141,486
|
|
|
42,376
|
|
||
Total liabilities
|
2,559,040
|
|
|
1,780,247
|
|
||
|
|
|
|
||||
Shareholders' Equity:
|
|
|
|
||||
Common stock, $.01 par value, 500,000,000 shares authorized, 364,695,561 shares issued at June 29, 2019 and 362,212,843 shares issued at December 29, 2018
|
3,647
|
|
|
3,622
|
|
||
Additional paid-in capital
|
1,722,207
|
|
|
1,559,562
|
|
||
Retained earnings
|
5,812,031
|
|
|
5,576,525
|
|
||
Treasury stock, 46,609,355 shares at June 29, 2019 and 37,905,013 shares at December 29, 2018
|
(2,707,768
|
)
|
|
(2,107,768
|
)
|
||
Accumulated other comprehensive loss, net
|
(112,848
|
)
|
|
(103,552
|
)
|
||
Total shareholders' equity
|
4,717,269
|
|
|
4,928,389
|
|
||
|
|
|
|
||||
Total liabilities and shareholders' equity
|
$
|
7,276,309
|
|
|
$
|
6,708,636
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands, except per share data)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,431,061
|
|
|
$
|
1,367,727
|
|
|
$
|
2,820,938
|
|
|
$
|
2,660,588
|
|
Costs and expenses:
|
|
|
|
|
|
|
|
||||||||
Costs of revenue
|
268,673
|
|
|
238,783
|
|
|
521,877
|
|
|
470,061
|
|
||||
Sales and client service
|
678,895
|
|
|
635,105
|
|
|
1,319,082
|
|
|
1,225,053
|
|
||||
Software development (Includes amortization of $56,005 and $112,250 for the three and six months ended June 29, 2019, respectively; and $52,141 and $102,142 for the three and six months ended June 30, 2018, respectively)
|
181,047
|
|
|
168,278
|
|
|
361,408
|
|
|
329,895
|
|
||||
General and administrative
|
149,788
|
|
|
95,464
|
|
|
245,984
|
|
|
187,758
|
|
||||
Amortization of acquisition-related intangibles
|
21,541
|
|
|
21,810
|
|
|
43,526
|
|
|
44,319
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Total costs and expenses
|
1,299,944
|
|
|
1,159,440
|
|
|
2,491,877
|
|
|
2,257,086
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating earnings
|
131,117
|
|
|
208,287
|
|
|
329,061
|
|
|
403,502
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Other income, net
|
23,006
|
|
|
6,597
|
|
|
31,438
|
|
|
11,461
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
154,123
|
|
|
214,884
|
|
|
360,499
|
|
|
414,963
|
|
||||
Income taxes
|
(27,154
|
)
|
|
(45,527
|
)
|
|
(67,311
|
)
|
|
(85,605
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
126,969
|
|
|
$
|
169,357
|
|
|
$
|
293,188
|
|
|
$
|
329,358
|
|
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share
|
$
|
0.40
|
|
|
$
|
0.51
|
|
|
$
|
0.91
|
|
|
$
|
0.99
|
|
Diluted earnings per share
|
$
|
0.39
|
|
|
$
|
0.51
|
|
|
$
|
0.90
|
|
|
$
|
0.98
|
|
Basic weighted average shares outstanding
|
321,280
|
|
|
330,206
|
|
|
322,485
|
|
|
331,479
|
|
||||
Diluted weighted average shares outstanding
|
324,662
|
|
|
333,562
|
|
|
325,498
|
|
|
335,223
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
126,969
|
|
|
$
|
169,357
|
|
|
$
|
293,188
|
|
|
$
|
329,358
|
|
Foreign currency translation adjustment and other (net of taxes (benefit) of $179 and $(4) for the three and six months ended June 29, 2019; and $(335) and $585 for the three and six months ended June 30, 2018, respectively)
|
(100
|
)
|
|
(21,811
|
)
|
|
2,221
|
|
|
(19,017
|
)
|
||||
Unrealized loss on cash flow hedge (net of tax benefit of $4,069 for both the three and six months ended June 29, 2019)
|
(12,370
|
)
|
|
—
|
|
|
(12,370
|
)
|
|
—
|
|
||||
Unrealized holding gain (loss) on available-for-sale investments (net of taxes (benefit) of $71 and $281 for the three and six months ended June 29, 2019; and $209 and $(84) for the three and six months ended June 30, 2018, respectively)
|
216
|
|
|
642
|
|
|
853
|
|
|
(256
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
$
|
114,715
|
|
|
$
|
148,188
|
|
|
$
|
283,892
|
|
|
$
|
310,085
|
|
|
Six Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
||||
Net earnings
|
$
|
293,188
|
|
|
$
|
329,358
|
|
Adjustments to reconcile net earnings to net cash provided by operating activities:
|
|
|
|
||||
Depreciation and amortization
|
336,486
|
|
|
312,645
|
|
||
Share-based compensation expense
|
42,884
|
|
|
49,139
|
|
||
Provision for deferred income taxes
|
15,154
|
|
|
1,736
|
|
||
Gain on sale of investment
|
(15,509
|
)
|
|
—
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Receivables, net
|
(47,839
|
)
|
|
(186,039
|
)
|
||
Inventory
|
1,875
|
|
|
390
|
|
||
Prepaid expenses and other
|
(76,048
|
)
|
|
181,035
|
|
||
Accounts payable
|
24,980
|
|
|
43,364
|
|
||
Accrued income taxes
|
(1,569
|
)
|
|
7,919
|
|
||
Deferred revenue
|
(78,090
|
)
|
|
(40,132
|
)
|
||
Other accrued liabilities
|
28,564
|
|
|
9,251
|
|
||
|
|
|
|
||||
Net cash provided by operating activities
|
524,076
|
|
|
708,666
|
|
||
|
|
|
|
||||
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
||||
Capital purchases
|
(277,874
|
)
|
|
(188,994
|
)
|
||
Capitalized software development costs
|
(144,902
|
)
|
|
(142,951
|
)
|
||
Purchases of investments
|
(140,723
|
)
|
|
(194,592
|
)
|
||
Sales and maturities of investments
|
289,669
|
|
|
331,728
|
|
||
Purchase of other intangibles
|
(17,457
|
)
|
|
(16,373
|
)
|
||
|
|
|
|
||||
Net cash used in investing activities
|
(291,287
|
)
|
|
(211,182
|
)
|
||
|
|
|
|
||||
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
||||
Long-term debt issuance
|
600,000
|
|
|
—
|
|
||
Repayment of long-term debt
|
—
|
|
|
(75,000
|
)
|
||
Proceeds from exercise of stock options
|
125,000
|
|
|
21,343
|
|
||
Payments to taxing authorities in connection with shares directly withheld from associates
|
(4,860
|
)
|
|
(7,308
|
)
|
||
Treasury stock purchases
|
(620,542
|
)
|
|
(287,624
|
)
|
||
Other
|
(4,450
|
)
|
|
(1,691
|
)
|
||
|
|
|
|
||||
Net cash provided by (used in) financing activities
|
95,148
|
|
|
(350,280
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
861
|
|
|
(7,159
|
)
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
328,798
|
|
|
140,045
|
|
||
Cash and cash equivalents at beginning of period
|
374,126
|
|
|
370,923
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
702,924
|
|
|
$
|
510,968
|
|
|
Common Stock
|
|
Additional Paid-in Capital
|
|
Retained Earnings
|
|
Treasury Stock
|
|
Accumulated Other Comprehensive Loss, Net
|
|||||||||||||
(In thousands)
|
Shares
|
|
Amount
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 30, 2017
|
359,205
|
|
|
$
|
3,592
|
|
|
$
|
1,380,371
|
|
|
$
|
4,938,866
|
|
|
$
|
(1,464,099
|
)
|
|
$
|
(73,382
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Exercise of stock options and vests of restricted shares and share units
|
667
|
|
|
7
|
|
|
8,331
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Employee share-based compensation expense
|
—
|
|
|
—
|
|
|
24,935
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cumulative effect of accounting change (ASU 2014-09)
|
—
|
|
|
—
|
|
|
—
|
|
|
7,600
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,896
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(87,624
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
160,001
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 31, 2018
|
359,872
|
|
|
3,599
|
|
|
1,413,637
|
|
|
5,106,467
|
|
|
(1,551,723
|
)
|
|
(71,486
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Exercise of stock options and vests of restricted shares and share units
|
629
|
|
|
6
|
|
|
5,962
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Employee share-based compensation expense
|
—
|
|
|
—
|
|
|
24,204
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(21,169
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(200,000
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
169,357
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 30, 2018
|
360,501
|
|
|
$
|
3,605
|
|
|
$
|
1,443,803
|
|
|
$
|
5,275,824
|
|
|
$
|
(1,751,723
|
)
|
|
$
|
(92,655
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at December 29, 2018
|
362,213
|
|
|
$
|
3,622
|
|
|
$
|
1,559,562
|
|
|
$
|
5,576,525
|
|
|
$
|
(2,107,768
|
)
|
|
$
|
(103,552
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Exercise of stock options and vests of restricted shares and share units
|
706
|
|
|
7
|
|
|
11,716
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Employee share-based compensation expense
|
—
|
|
|
—
|
|
|
19,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,958
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
166,219
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at March 30, 2019
|
362,919
|
|
|
3,629
|
|
|
1,591,138
|
|
|
5,742,744
|
|
|
(2,107,768
|
)
|
|
(100,594
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Exercise of stock options and vests of restricted shares and share units
|
1,777
|
|
|
18
|
|
|
108,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Employee share-based compensation expense
|
—
|
|
|
—
|
|
|
23,024
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,254
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Treasury stock purchases
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(600,000
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Cash dividends declared ($0.18 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(57,682
|
)
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
126,969
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance at June 29, 2019
|
364,696
|
|
|
$
|
3,647
|
|
|
$
|
1,722,207
|
|
|
$
|
5,812,031
|
|
|
$
|
(2,707,768
|
)
|
|
$
|
(112,848
|
)
|
|
|
|
Six Months Ended
|
||||||
(In thousands)
|
|
|
2019
|
|
2018
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||||
Interest (including amounts capitalized of $8,164 and $5,874, respectively)
|
|
|
$
|
8,907
|
|
|
$
|
8,333
|
|
Income taxes, net of refunds
|
|
|
47,877
|
|
|
(86,825
|
)
|
|
Three Months Ended
|
||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||
(In thousands)
|
Domestic
Segment
|
International
Segment
|
Total
|
|
Domestic
Segment
|
International
Segment
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Licensed software
|
$
|
181,061
|
|
$
|
16,052
|
|
$
|
197,113
|
|
|
$
|
161,220
|
|
$
|
11,168
|
|
$
|
172,388
|
|
Technology resale
|
54,851
|
|
5,884
|
|
60,735
|
|
|
61,789
|
|
13,468
|
|
75,257
|
|
||||||
Subscriptions
|
83,573
|
|
6,197
|
|
89,770
|
|
|
76,419
|
|
6,532
|
|
82,951
|
|
||||||
Professional services
|
429,910
|
|
55,397
|
|
485,307
|
|
|
387,540
|
|
59,778
|
|
447,318
|
|
||||||
Managed services
|
268,560
|
|
29,091
|
|
297,651
|
|
|
261,787
|
|
23,765
|
|
285,552
|
|
||||||
Support and maintenance
|
225,602
|
|
50,809
|
|
276,411
|
|
|
229,779
|
|
49,177
|
|
278,956
|
|
||||||
Reimbursed travel
|
22,555
|
|
1,519
|
|
24,074
|
|
|
23,530
|
|
1,775
|
|
25,305
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
1,266,112
|
|
$
|
164,949
|
|
$
|
1,431,061
|
|
|
$
|
1,202,064
|
|
$
|
165,663
|
|
$
|
1,367,727
|
|
|
Six Months Ended
|
||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||
(In thousands)
|
Domestic
Segment
|
International
Segment
|
Total
|
|
Domestic
Segment
|
International
Segment
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Licensed software
|
$
|
321,506
|
|
$
|
30,084
|
|
$
|
351,590
|
|
|
$
|
285,314
|
|
$
|
21,893
|
|
$
|
307,207
|
|
Technology resale
|
104,009
|
|
12,266
|
|
116,275
|
|
|
120,038
|
|
18,595
|
|
138,633
|
|
||||||
Subscriptions
|
161,275
|
|
12,786
|
|
174,061
|
|
|
146,271
|
|
13,316
|
|
159,587
|
|
||||||
Professional services
|
867,139
|
|
108,607
|
|
975,746
|
|
|
767,384
|
|
121,202
|
|
888,586
|
|
||||||
Managed services
|
545,885
|
|
56,159
|
|
602,044
|
|
|
507,932
|
|
45,925
|
|
553,857
|
|
||||||
Support and maintenance
|
452,083
|
|
101,291
|
|
553,374
|
|
|
464,015
|
|
99,505
|
|
563,520
|
|
||||||
Reimbursed travel
|
45,045
|
|
2,803
|
|
47,848
|
|
|
46,206
|
|
2,992
|
|
49,198
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
2,496,942
|
|
$
|
323,996
|
|
$
|
2,820,938
|
|
|
$
|
2,337,160
|
|
$
|
323,428
|
|
$
|
2,660,588
|
|
|
Three Months Ended
|
||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||
(In thousands)
|
Domestic
Segment |
International
Segment |
Total
|
|
Domestic
Segment
|
International
Segment |
Total
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Revenue recognized over time
|
$
|
1,124,513
|
|
$
|
148,092
|
|
$
|
1,272,605
|
|
|
$
|
1,062,878
|
|
$
|
144,262
|
|
$
|
1,207,140
|
|
Revenue recognized at a point in time
|
141,599
|
|
16,857
|
|
158,456
|
|
|
139,186
|
|
21,401
|
|
160,587
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
1,266,112
|
|
$
|
164,949
|
|
$
|
1,431,061
|
|
|
$
|
1,202,064
|
|
$
|
165,663
|
|
$
|
1,367,727
|
|
|
Six Months Ended
|
||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||
(In thousands)
|
Domestic
Segment |
International
Segment |
Total
|
|
Domestic
Segment
|
International
Segment |
Total
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||||||
Revenue recognized over time
|
$
|
2,260,495
|
|
$
|
290,303
|
|
$
|
2,550,798
|
|
|
$
|
2,091,373
|
|
$
|
288,397
|
|
$
|
2,379,770
|
|
Revenue recognized at a point in time
|
236,447
|
|
33,693
|
|
270,140
|
|
|
245,787
|
|
35,031
|
|
280,818
|
|
||||||
|
|
|
|
|
|
|
|
||||||||||||
Total revenues
|
$
|
2,496,942
|
|
$
|
323,996
|
|
$
|
2,820,938
|
|
|
$
|
2,337,160
|
|
$
|
323,428
|
|
$
|
2,660,588
|
|
(In thousands)
|
June 29, 2019
|
|
December 29, 2018
|
||||
|
|
|
|
||||
Client receivables
|
$
|
1,320,230
|
|
|
$
|
1,237,127
|
|
Less: Allowance for doubtful accounts
|
91,245
|
|
|
64,561
|
|
||
|
|
|
|
||||
Client receivables, net of allowance
|
1,228,985
|
|
|
1,172,566
|
|
||
|
|
|
|
||||
Current portion of lease receivables (under ASC Topic 840)
|
—
|
|
|
10,928
|
|
||
|
|
|
|
||||
Total receivables, net
|
$
|
1,228,985
|
|
|
$
|
1,183,494
|
|
(In thousands)
|
|
Adjusted Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
239,105
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
239,105
|
|
Time deposits
|
|
72,184
|
|
|
—
|
|
|
—
|
|
|
72,184
|
|
||||
Commercial paper
|
|
160,300
|
|
|
—
|
|
|
—
|
|
|
160,300
|
|
||||
Total cash equivalents
|
|
471,589
|
|
|
—
|
|
|
—
|
|
|
471,589
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
|
15,126
|
|
|
—
|
|
|
—
|
|
|
15,126
|
|
||||
Commercial paper
|
|
26,500
|
|
|
22
|
|
|
(27
|
)
|
|
26,495
|
|
||||
Government and corporate bonds
|
|
208,936
|
|
|
110
|
|
|
(72
|
)
|
|
208,974
|
|
||||
Total short-term investments
|
|
250,562
|
|
|
132
|
|
|
(99
|
)
|
|
250,595
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Government and corporate bonds
|
|
1,003
|
|
|
—
|
|
|
(1
|
)
|
|
1,002
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale investments
|
|
$
|
723,154
|
|
|
$
|
132
|
|
|
$
|
(100
|
)
|
|
$
|
723,186
|
|
(In thousands)
|
|
Adjusted Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Fair Value
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents:
|
|
|
|
|
|
|
|
|
||||||||
Money market funds
|
|
$
|
76,471
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
76,471
|
|
Time deposits
|
|
71,461
|
|
|
—
|
|
|
—
|
|
|
71,461
|
|
||||
Commercial Paper
|
|
10,000
|
|
|
—
|
|
|
—
|
|
|
10,000
|
|
||||
Total cash equivalents
|
|
157,932
|
|
|
—
|
|
|
—
|
|
|
157,932
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Short-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Time deposits
|
|
31,947
|
|
|
—
|
|
|
—
|
|
|
31,947
|
|
||||
Commercial paper
|
|
75,445
|
|
|
—
|
|
|
(91
|
)
|
|
75,354
|
|
||||
Government and corporate bonds
|
|
294,941
|
|
|
1
|
|
|
(958
|
)
|
|
293,984
|
|
||||
Total short-term investments
|
|
402,333
|
|
|
1
|
|
|
(1,049
|
)
|
|
401,285
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Long-term investments:
|
|
|
|
|
|
|
|
|
||||||||
Government and corporate bonds
|
|
18,247
|
|
|
—
|
|
|
(55
|
)
|
|
18,192
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total available-for-sale investments
|
|
$
|
578,512
|
|
|
$
|
1
|
|
|
$
|
(1,104
|
)
|
|
$
|
577,409
|
|
(In thousands)
|
June 29, 2019
|
|
December 29, 2018
|
||||
|
|
|
|
||||
Credit agreement loans
|
$
|
600,000
|
|
|
$
|
—
|
|
Senior notes
|
425,000
|
|
|
425,000
|
|
||
Capital lease obligations (under ASC Topic 840)
|
—
|
|
|
4,914
|
|
||
Other
|
14,162
|
|
|
14,162
|
|
||
|
|
|
|
||||
Debt and capital lease obligations
|
1,039,162
|
|
|
444,076
|
|
||
Less: debt issuance costs
|
(632
|
)
|
|
(360
|
)
|
||
|
|
|
|
||||
Debt and capital lease obligations, net
|
1,038,530
|
|
|
443,716
|
|
||
Less: current portion
|
—
|
|
|
(4,914
|
)
|
||
|
|
|
|
||||
Long-term debt
|
$
|
1,038,530
|
|
|
$
|
438,802
|
|
•
|
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.
|
(In thousands)
|
|
|
Increase /
(Decrease)
|
||
|
|
|
|
||
Right-of-use asset
|
|
|
$
|
129,652
|
|
Prepaid expenses and other
|
|
|
3,968
|
|
|
Other current liabilities
|
|
|
22,767
|
|
|
Other liabilities
|
|
|
110,853
|
|
(In thousands)
|
|
|
|
|
||
Description
|
|
Balance Sheet Classification
|
|
June 29, 2019
|
||
|
|
|
|
|
||
Right-of-use asset
|
|
Right-of-use assets
|
|
$
|
132,102
|
|
Lease liability - current
|
|
Other current liabilities
|
|
30,790
|
|
|
Lease liability - non-current
|
|
Other liabilities
|
|
110,824
|
|
(In thousands)
|
|
|
Operating Lease Obligations
|
||
|
|
|
|
||
Remainder of 2019
|
|
|
$
|
18,792
|
|
2020
|
|
|
32,481
|
|
|
2021
|
|
|
27,986
|
|
|
2022
|
|
|
22,232
|
|
|
2023
|
|
|
15,475
|
|
|
2024 and thereafter
|
|
|
47,451
|
|
|
|
|
|
|
||
Aggregate future payments
|
|
|
164,417
|
|
|
Impact of discounting
|
|
|
(22,803
|
)
|
|
|
|
|
|
||
Aggregate lease liability at June 29, 2019
|
|
|
$
|
141,614
|
|
(In thousands)
|
|
|
Operating Lease Obligations
|
||
|
|
|
|
||
2019
|
|
|
$
|
29,739
|
|
2020
|
|
|
27,669
|
|
|
2021
|
|
|
22,904
|
|
|
2022
|
|
|
17,240
|
|
|
2023
|
|
|
10,166
|
|
|
2024 and thereafter
|
|
|
17,743
|
|
|
|
|
|
|
||
|
|
|
$
|
125,461
|
|
|
Three Months Ended
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
|
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
|
$
|
126,969
|
|
|
321,280
|
|
|
$
|
0.40
|
|
|
$
|
169,357
|
|
|
330,206
|
|
|
$
|
0.51
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and non-vested shares
|
—
|
|
|
3,382
|
|
|
|
|
—
|
|
|
3,356
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income available to common shareholders including assumed conversions
|
$
|
126,969
|
|
|
324,662
|
|
|
$
|
0.39
|
|
|
$
|
169,357
|
|
|
333,562
|
|
|
$
|
0.51
|
|
|
Six Months Ended
|
||||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||||
|
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
|
$
|
293,188
|
|
|
322,485
|
|
|
$
|
0.91
|
|
|
$
|
329,358
|
|
|
331,479
|
|
|
$
|
0.99
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Stock options and non-vested shares
|
—
|
|
|
3,013
|
|
|
|
|
—
|
|
|
3,744
|
|
|
|
||||||
Diluted earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Income available to common shareholders including assumed conversions
|
$
|
293,188
|
|
|
325,498
|
|
|
$
|
0.90
|
|
|
$
|
329,358
|
|
|
335,223
|
|
|
$
|
0.98
|
|
(In thousands, except per share data)
|
Number of
Shares
|
|
Weighted-
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Weighted-Average
Remaining
Contractual
Term (Yrs)
|
|||||
|
|
|
|
|
|
|
|
|||||
Outstanding at beginning of year
|
21,792
|
|
|
$
|
52.31
|
|
|
|
|
|
||
Granted
|
1,030
|
|
|
65.48
|
|
|
|
|
|
|||
Exercised
|
(3,510
|
)
|
|
37.85
|
|
|
|
|
|
|||
Forfeited and expired
|
(806
|
)
|
|
61.54
|
|
|
|
|
|
|||
Outstanding as of June 29, 2019
|
18,506
|
|
|
55.38
|
|
|
$
|
331,632
|
|
|
6.35
|
|
|
|
|
|
|
|
|
|
|||||
Exercisable as of June 29, 2019
|
10,335
|
|
|
$
|
51.19
|
|
|
$
|
228,546
|
|
|
4.90
|
Expected volatility (%)
|
|
25.1
|
%
|
|
Expected dividend rate (%)
|
|
1
|
%
|
|
Expected term (yrs)
|
|
7
|
|
|
Risk-free rate (%)
|
|
2.4
|
%
|
|
Fair value per option
|
|
$
|
17.59
|
|
(In thousands, except per share data)
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair Value
|
|||
|
|
|
|
|||
Outstanding at beginning of year
|
882
|
|
|
$
|
62.82
|
|
Granted
|
1,660
|
|
|
66.00
|
|
|
Vested
|
(48
|
)
|
|
60.19
|
|
|
Forfeited
|
(37
|
)
|
|
61.87
|
|
|
|
|
|
|
|||
Outstanding as of June 29, 2019
|
2,457
|
|
|
$
|
65.04
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Stock option and non-vested share and share unit compensation expense
|
$
|
23,024
|
|
|
$
|
24,204
|
|
|
$
|
42,884
|
|
|
$
|
49,139
|
|
Associate stock purchase plan expense
|
1,749
|
|
|
1,916
|
|
|
3,291
|
|
|
3,278
|
|
||||
Amounts capitalized in software development costs, net of amortization
|
(41
|
)
|
|
161
|
|
|
146
|
|
|
321
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Amounts charged against earnings, before income tax benefit
|
$
|
24,732
|
|
|
$
|
26,281
|
|
|
$
|
46,321
|
|
|
$
|
52,738
|
|
|
|
|
|
|
|
|
|
||||||||
Amount of related income tax benefit recognized in earnings
|
$
|
4,357
|
|
|
$
|
5,568
|
|
|
$
|
8,558
|
|
|
$
|
10,868
|
|
|
Foreign currency translation adjustment and other
|
|
Unrealized loss on cash flow hedge
|
|
Unrealized holding gain (loss) on available-for-sale investments
|
|
Total
|
||||||||
(In thousands)
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 29, 2018
|
$
|
(102,939
|
)
|
|
$
|
—
|
|
|
$
|
(613
|
)
|
|
$
|
(103,552
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,321
|
|
|
—
|
|
|
637
|
|
|
2,958
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at March 30, 2019
|
(100,618
|
)
|
|
—
|
|
|
24
|
|
|
(100,594
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(100
|
)
|
|
(12,223
|
)
|
|
216
|
|
|
(12,107
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
(147
|
)
|
|
—
|
|
|
(147
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at June 29, 2019
|
$
|
(100,718
|
)
|
|
$
|
(12,370
|
)
|
|
$
|
240
|
|
|
$
|
(112,848
|
)
|
|
Foreign currency translation adjustment and other
|
|
Unrealized loss on cash flow hedge
|
|
Unrealized holding gain (loss) on available-for-sale investments
|
|
Total
|
||||||||
(In thousands)
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 30, 2017
|
$
|
(72,365
|
)
|
|
$
|
—
|
|
|
$
|
(1,017
|
)
|
|
$
|
(73,382
|
)
|
Other comprehensive income (loss) before reclassifications
|
2,794
|
|
|
—
|
|
|
(898
|
)
|
|
1,896
|
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at March 31, 2018
|
(69,571
|
)
|
|
—
|
|
|
(1,915
|
)
|
|
(71,486
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income (loss) before reclassifications
|
(21,811
|
)
|
|
—
|
|
|
639
|
|
|
(21,172
|
)
|
||||
Amounts reclassified from AOCI
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Balance at June 30, 2018
|
$
|
(91,382
|
)
|
|
$
|
—
|
|
|
$
|
(1,273
|
)
|
|
$
|
(92,655
|
)
|
(In thousands)
|
|
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
AOCI Component
|
|
Location
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized loss on cash flow hedge
|
|
Other income, net
|
|
$
|
180
|
|
|
$
|
—
|
|
|
$
|
180
|
|
|
$
|
—
|
|
|
|
Income taxes
|
|
(33
|
)
|
|
—
|
|
|
(33
|
)
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Net of tax
|
|
147
|
|
|
—
|
|
|
147
|
|
|
—
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Unrealized holding gain (loss) on available-for-sale investments
|
|
Other income, net
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
(4
|
)
|
||||
|
|
Income taxes
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
Net of tax
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total amount reclassified, net of tax
|
|
|
|
$
|
147
|
|
|
$
|
(3
|
)
|
|
$
|
147
|
|
|
$
|
(3
|
)
|
(In thousands)
|
Domestic
|
|
International
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Three Months Ended 2019
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,266,112
|
|
|
$
|
164,949
|
|
|
$
|
—
|
|
|
$
|
1,431,061
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of revenue
|
243,926
|
|
|
24,747
|
|
|
—
|
|
|
268,673
|
|
||||
Operating expenses
|
605,636
|
|
|
73,258
|
|
|
352,377
|
|
|
1,031,271
|
|
||||
Total costs and expenses
|
849,562
|
|
|
98,005
|
|
|
352,377
|
|
|
1,299,944
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating earnings (loss)
|
$
|
416,550
|
|
|
$
|
66,944
|
|
|
$
|
(352,377
|
)
|
|
$
|
131,117
|
|
(In thousands)
|
Domestic
|
|
International
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Three Months Ended 2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
1,202,064
|
|
|
$
|
165,663
|
|
|
$
|
—
|
|
|
$
|
1,367,727
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of revenue
|
208,185
|
|
|
30,598
|
|
|
—
|
|
|
238,783
|
|
||||
Operating expenses
|
551,468
|
|
|
73,407
|
|
|
295,782
|
|
|
920,657
|
|
||||
Total costs and expenses
|
759,653
|
|
|
104,005
|
|
|
295,782
|
|
|
1,159,440
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating earnings (loss)
|
$
|
442,411
|
|
|
$
|
61,658
|
|
|
$
|
(295,782
|
)
|
|
$
|
208,287
|
|
(In thousands)
|
Domestic
|
|
International
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Six Months Ended 2019
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
2,496,942
|
|
|
$
|
323,996
|
|
|
$
|
—
|
|
|
$
|
2,820,938
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of revenue
|
472,485
|
|
|
49,392
|
|
|
—
|
|
|
521,877
|
|
||||
Operating expenses
|
1,177,654
|
|
|
141,427
|
|
|
650,919
|
|
|
1,970,000
|
|
||||
Total costs and expenses
|
1,650,139
|
|
|
190,819
|
|
|
650,919
|
|
|
2,491,877
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating earnings (loss)
|
$
|
846,803
|
|
|
$
|
133,177
|
|
|
$
|
(650,919
|
)
|
|
$
|
329,061
|
|
(In thousands)
|
Domestic
|
|
International
|
|
Other
|
|
Total
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Six Months Ended 2018
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
2,337,160
|
|
|
$
|
323,428
|
|
|
$
|
—
|
|
|
$
|
2,660,588
|
|
|
|
|
|
|
|
|
|
||||||||
Costs of revenue
|
414,859
|
|
|
55,202
|
|
|
—
|
|
|
470,061
|
|
||||
Operating expenses
|
1,071,339
|
|
|
142,551
|
|
|
573,135
|
|
|
1,787,025
|
|
||||
Total costs and expenses
|
1,486,198
|
|
|
197,753
|
|
|
573,135
|
|
|
2,257,086
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Operating earnings (loss)
|
$
|
850,962
|
|
|
$
|
125,675
|
|
|
$
|
(573,135
|
)
|
|
$
|
403,502
|
|
(In thousands)
|
2019
|
|
% of
Revenue
|
|
2018
|
|
% of
Revenue
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
1,431,061
|
|
|
100
|
%
|
|
$
|
1,367,727
|
|
|
100
|
%
|
|
5
|
%
|
Costs of revenue
|
268,673
|
|
|
19
|
%
|
|
238,783
|
|
|
17
|
%
|
|
13
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Margin
|
1,162,388
|
|
|
81
|
%
|
|
1,128,944
|
|
|
83
|
%
|
|
3
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Sales and client service
|
678,895
|
|
|
47
|
%
|
|
635,105
|
|
|
46
|
%
|
|
7
|
%
|
||
Software development
|
181,047
|
|
|
13
|
%
|
|
168,278
|
|
|
12
|
%
|
|
8
|
%
|
||
General and administrative
|
149,788
|
|
|
10
|
%
|
|
95,464
|
|
|
7
|
%
|
|
57
|
%
|
||
Amortization of acquisition-related intangibles
|
21,541
|
|
|
2
|
%
|
|
21,810
|
|
|
2
|
%
|
|
(1
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Total operating expenses
|
1,031,271
|
|
|
72
|
%
|
|
920,657
|
|
|
67
|
%
|
|
12
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Total costs and expenses
|
1,299,944
|
|
|
91
|
%
|
|
1,159,440
|
|
|
85
|
%
|
|
12
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Operating earnings
|
131,117
|
|
|
9
|
%
|
|
208,287
|
|
|
15
|
%
|
|
(37
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Other income, net
|
23,006
|
|
|
|
|
6,597
|
|
|
|
|
|
|||||
Income taxes
|
(27,154
|
)
|
|
|
|
(45,527
|
)
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
126,969
|
|
|
|
|
$
|
169,357
|
|
|
|
|
(25
|
)%
|
•
|
Sales and client service expenses as a percent of revenues were 47% in the second quarter of 2019, compared to 46% in the same period of 2018. These expenses increased 7% to $679 million in the second quarter of 2019, from $635 million in the same period of 2018. 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 increase in sales and client service expenses was primarily driven by an $8 million increase in personnel expenses, inclusive of hiring personnel to support growth in professional services revenue; an $8 million increase in bad debt expense related to client receivables; and a $20 million charge in connection with a client dispute recognized in the second quarter of 2019. Refer to Note (11) of the notes to condensed consolidated financial statements for further information regarding such client dispute.
|
•
|
Software development expenses as a percent of revenues were 13% in the second quarter of 2019, compared to 12% in the same period of 2018. Expenditures for software development include ongoing development and enhancement of the Cerner Millennium® and HealtheIntent platforms, with a focus on supporting key initiatives to enhance physician experience, revenue cycle and population health solutions. A summary of our total software development expense in the second quarters of 2019 and 2018 is as follows:
|
|
Three Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Software development costs
|
$
|
195,393
|
|
|
$
|
185,486
|
|
Capitalized software costs
|
(69,675
|
)
|
|
(68,786
|
)
|
||
Capitalized costs related to share-based payments
|
(676
|
)
|
|
(563
|
)
|
||
Amortization of capitalized software costs
|
56,005
|
|
|
52,141
|
|
||
|
|
|
|
||||
Total software development expense
|
$
|
181,047
|
|
|
$
|
168,278
|
|
•
|
General and administrative expenses as a percent of revenues were 10% in the second quarter of 2019, compared to 7% in the same period of 2018. These expenses increased 57% to $150 million in the second quarter of 2019, from $95 million in the same period in 2018. 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, organizational restructuring and other expense. The increase in general and administrative expenses includes $55 million of expenses incurred in the second quarter of 2019 in connection with our operational improvement initiatives discussed above; inclusive of $41 million of charges associated with the 2019 VSP, as further discussed in Note (1) of the notes to condensed consolidated financial statements. We expect to incur additional expenses in connection with these efforts in future periods in 2019, which may be material.
|
•
|
Amortization of acquisition-related intangibles as a percent of revenues was 2% in the second quarter of both 2019 and 2018. These expenses remained flat at $22 million in the second quarter of both 2019 and 2018. 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.
|
•
|
Other income, net was $23 million in the second quarter of 2019, compared to $7 million in the same period of 2018. The second quarter of 2019 includes a $16 million gain recognized on the disposition of one of our equity investments.
|
•
|
Our effective tax rate was 17.6% for the second quarter of 2019, compared to 21.2% in the same period of 2018. The decrease in the effective tax rate in the second quarter of 2019 is primarily due to increased excess tax benefits recognized as a component of income tax expense during the quarter due to elevated stock option exercise activity. Refer to Note (8) of the notes to condensed consolidated financial statements for further discussion regarding our effective tax rate.
|
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
% Change
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Domestic Segment
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
1,266,112
|
|
|
100%
|
|
$
|
1,202,064
|
|
|
100%
|
|
5%
|
|
|
|
|
|
|
|
|
|
|
||||
Costs of revenue
|
243,926
|
|
|
19%
|
|
208,185
|
|
|
17%
|
|
17%
|
||
Operating expenses
|
605,636
|
|
|
48%
|
|
551,468
|
|
|
46%
|
|
10%
|
||
Total costs and expenses
|
849,562
|
|
|
67%
|
|
759,653
|
|
|
63%
|
|
12%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Domestic operating earnings
|
416,550
|
|
|
33%
|
|
442,411
|
|
|
37%
|
|
(6)%
|
||
|
|
|
|
|
|
|
|
|
|
||||
International Segment
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
164,949
|
|
|
100%
|
|
165,663
|
|
|
100%
|
|
—%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Costs of revenue
|
24,747
|
|
|
15%
|
|
30,598
|
|
|
18%
|
|
(19)%
|
||
Operating expenses
|
73,258
|
|
|
44%
|
|
73,407
|
|
|
44%
|
|
—%
|
||
Total costs and expenses
|
98,005
|
|
|
59%
|
|
104,005
|
|
|
63%
|
|
(6)%
|
||
|
|
|
|
|
|
|
|
|
|
||||
International operating earnings
|
66,944
|
|
|
41%
|
|
61,658
|
|
|
37%
|
|
9%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Other, net
|
(352,377
|
)
|
|
|
|
(295,782
|
)
|
|
|
|
19%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Consolidated operating earnings
|
$
|
131,117
|
|
|
|
|
$
|
208,287
|
|
|
|
|
(37)%
|
•
|
Revenues increased 5% to $1.27 billion in the second quarter of 2019, from $1.20 billion in the same period of 2018. This increase was primarily driven by a $42 million increase in professional services revenue due to growth in implementation activity, and growth in licensed software revenue of $20 million as a result of continued demand for our solutions. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
|
•
|
Costs of revenue as a percent of revenues were 19% in the second quarter of 2019, compared to 17% in the same period of 2018. The higher costs of revenue as a percent of revenues was primarily driven by higher third-party costs associated with professional services revenue.
|
•
|
Operating expenses as a percent of revenues were 48% in the second quarter of 2019, compared to 46% in the same period of 2018. The higher operating expenses as a percent of revenues was primarily driven by the $20 million charge in connection with a client dispute discussed above.
|
•
|
Revenues remained relatively flat at $165 million in the second quarter of 2019, and $166 million in the same period of 2018. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
|
•
|
Costs of revenue as a percent of revenues were 15% in the second quarter of 2019, compared to 18% in the same period of 2018. The lower costs of revenue as a percent of revenues was primarily driven by a lower mix of technology resale revenue, which carries a higher cost of revenue.
|
•
|
Operating expenses remained flat at $73 million in the second quarter of both 2019 and 2018.
|
(In thousands)
|
2019
|
|
% of
Revenue
|
|
2018
|
|
% of
Revenue
|
|
% Change
|
|||||||
|
|
|
|
|
|
|
|
|
|
|||||||
Revenues
|
$
|
2,820,938
|
|
|
100
|
%
|
|
$
|
2,660,588
|
|
|
100
|
%
|
|
6
|
%
|
Costs of revenue
|
521,877
|
|
|
19
|
%
|
|
470,061
|
|
|
18
|
%
|
|
11
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Margin
|
2,299,061
|
|
|
81
|
%
|
|
2,190,527
|
|
|
82
|
%
|
|
5
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Operating expenses
|
|
|
|
|
|
|
|
|
|
|||||||
Sales and client service
|
1,319,082
|
|
|
47
|
%
|
|
1,225,053
|
|
|
46
|
%
|
|
8
|
%
|
||
Software development
|
361,408
|
|
|
13
|
%
|
|
329,895
|
|
|
12
|
%
|
|
10
|
%
|
||
General and administrative
|
245,984
|
|
|
9
|
%
|
|
187,758
|
|
|
7
|
%
|
|
31
|
%
|
||
Amortization of acquisition-related intangibles
|
43,526
|
|
|
2
|
%
|
|
44,319
|
|
|
2
|
%
|
|
(2
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Total operating expenses
|
1,970,000
|
|
|
70
|
%
|
|
1,787,025
|
|
|
67
|
%
|
|
10
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Total costs and expenses
|
2,491,877
|
|
|
88
|
%
|
|
2,257,086
|
|
|
85
|
%
|
|
10
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Operating earnings
|
329,061
|
|
|
12
|
%
|
|
403,502
|
|
|
15
|
%
|
|
(18
|
)%
|
||
|
|
|
|
|
|
|
|
|
|
|||||||
Other income, net
|
31,438
|
|
|
|
|
11,461
|
|
|
|
|
|
|||||
Income taxes
|
(67,311
|
)
|
|
|
|
(85,605
|
)
|
|
|
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|||||||
Net earnings
|
$
|
293,188
|
|
|
|
|
$
|
329,358
|
|
|
|
|
(11
|
)%
|
•
|
Sales and client service expenses as a percent of revenues were 47% in the first six months of 2019, compared to 46% in the same period of 2018. These expenses increased 8% to $1.32 billion in the first six months of 2019, from $1.23 billion in the same period of 2018. The increase in sales and client service expenses was primarily driven by a $48 million increase in personnel expenses, inclusive of hiring of personnel to support growth in professional services revenue; a $14 million increase in bad debt expense related to client receivables; and a $20 million charge in connection with a client dispute recognized in the first six months of 2019. Refer to Note (11) of the notes to condensed consolidated financial statements for further information regarding such client dispute.
|
•
|
Software development expenses as a percent of revenues were 13% in the first six months of 2019, compared to 12% in the same period of 2018. Expenditures for software development include ongoing development and enhancement of the Cerner Millennium® and HealtheIntent platforms, with a focus on supporting key initiatives to enhance physician experience, revenue cycle and population health solutions. A summary of our total software development expense in the first six months of 2019 and 2018 is as follows:
|
|
Six Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Software development costs
|
$
|
394,060
|
|
|
$
|
370,704
|
|
Capitalized software costs
|
(143,774
|
)
|
|
(141,857
|
)
|
||
Capitalized costs related to share-based payments
|
(1,128
|
)
|
|
(1,094
|
)
|
||
Amortization of capitalized software costs
|
112,250
|
|
|
102,142
|
|
||
|
|
|
|
||||
Total software development expense
|
$
|
361,408
|
|
|
$
|
329,895
|
|
•
|
General and administrative expenses as a percent of revenues were 9% in the first six months 2019, compared to 7% in the same period of 2018. These expenses increased 31% to $246 million in the first six months of 2019, from $188 million in the same period of 2018. The increase in general and administrative expenses includes $57 million of expenses incurred in the first six months of 2019 in connection with our operational improvement initiatives discussed above; inclusive of $41 million of charges associated with the 2019 VSP, as further discussed in Note (1) of the notes to condensed consolidated financial statements. We expect to incur additional expenses in connection with these efforts in future periods in 2019, which may be material.
|
•
|
Amortization of acquisition-related intangibles as a percent of revenues was 2% in the first six months of both 2019 and 2018. These expenses remained flat at $44 million in the first six months of both 2019 and 2018.
|
•
|
Other income, net was $31 million in the first six months of 2019, compared to $11 million in the same period of 2018. The first six months of 2019 includes a $16 million gain recognized on the disposition of one of our equity investments.
|
•
|
Our effective tax rate was 18.7% for the first six months of 2019, compared to 20.6% in the same period of 2018. The decrease in the effective tax rate in the first six months of 2019 is primarily due to increased excess tax benefits recognized as a component of income tax expense due to elevated stock option exercise activity. Refer to Note (8) of the notes to condensed consolidated financial statements for further discussion regarding our effective tax rate.
|
(In thousands)
|
2019
|
|
% of Revenue
|
|
2018
|
|
% of Revenue
|
|
% Change
|
||||
|
|
|
|
|
|
|
|
|
|
||||
Domestic Segment
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
$
|
2,496,942
|
|
|
100%
|
|
$
|
2,337,160
|
|
|
100%
|
|
7%
|
|
|
|
|
|
|
|
|
|
|
||||
Costs of revenue
|
472,485
|
|
|
19%
|
|
414,859
|
|
|
18%
|
|
14%
|
||
Operating expenses
|
1,177,654
|
|
|
47%
|
|
1,071,339
|
|
|
46%
|
|
10%
|
||
Total costs and expenses
|
1,650,139
|
|
|
66%
|
|
1,486,198
|
|
|
64%
|
|
11%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Domestic operating earnings
|
846,803
|
|
|
34%
|
|
850,962
|
|
|
36%
|
|
—%
|
||
|
|
|
|
|
|
|
|
|
|
||||
International Segment
|
|
|
|
|
|
|
|
|
|
||||
Revenues
|
323,996
|
|
|
100%
|
|
323,428
|
|
|
100%
|
|
—%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Costs of revenue
|
49,392
|
|
|
15%
|
|
55,202
|
|
|
17%
|
|
(11)%
|
||
Operating expenses
|
141,427
|
|
|
44%
|
|
142,551
|
|
|
44%
|
|
(1)%
|
||
Total costs and expenses
|
190,819
|
|
|
59%
|
|
197,753
|
|
|
61%
|
|
(4)%
|
||
|
|
|
|
|
|
|
|
|
|
||||
International operating earnings
|
133,177
|
|
|
41%
|
|
125,675
|
|
|
39%
|
|
6%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Other, net
|
(650,919
|
)
|
|
|
|
(573,135
|
)
|
|
|
|
14%
|
||
|
|
|
|
|
|
|
|
|
|
||||
Consolidated operating earnings
|
$
|
329,061
|
|
|
|
|
$
|
403,502
|
|
|
|
|
(18)%
|
•
|
Revenues increased 7% to $2.50 billion in the first six months of 2019, from $2.34 billion in the same period of 2018. This increase was primarily driven by a $100 million increase in professional services revenue due to growth in implementation activity, and growth in managed services revenue of $38 million as a result of continued demand for our hosting services. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
|
•
|
Costs of revenue as a percent of revenues were 19% in the first six months of 2019, compared to 18% in the same period of 2018. The higher costs of revenue as a percent of revenues was primarily driven by higher third-party costs associated with professional services revenue.
|
•
|
Operating expenses as a percent of revenues were 47% in the first six months of 2019, compared to 46% in the same period of 2018. The higher operating expenses as a percent of revenues was primarily driven by the $20 million charge in connection with a client dispute discussed above.
|
•
|
Revenues remained relatively flat at $324 million in the first six months of 2019, and $323 million in the same period of 2018. Refer to Note (2) of the notes to condensed consolidated financial statements for further information regarding revenues disaggregated by our business models.
|
•
|
Costs of revenue as a percent of revenues were 15% in the first six months of 2019, compared to 17% in the same period of 2018. The lower costs of revenue as a percent of revenues was primarily driven by a lower mix of technology resale revenue, which carries a higher cost of revenue.
|
•
|
Operating expenses as a percent of revenues were 44% in the first six months of both 2019 and 2018.
|
|
Six Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Cash flows from operating activities
|
$
|
524,076
|
|
|
$
|
708,666
|
|
Cash flows from investing activities
|
(291,287
|
)
|
|
(211,182
|
)
|
||
Cash flows from financing activities
|
95,148
|
|
|
(350,280
|
)
|
||
Effect of exchange rate changes on cash
|
861
|
|
|
(7,159
|
)
|
||
Total change in cash and cash equivalents
|
328,798
|
|
|
140,045
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
374,126
|
|
|
370,923
|
|
||
|
|
|
|
||||
Cash and cash equivalents at end of period
|
$
|
702,924
|
|
|
$
|
510,968
|
|
|
|
|
|
||||
Free cash flow (non-GAAP)
|
$
|
101,300
|
|
|
$
|
376,721
|
|
|
Six Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Cash collections from clients
|
$
|
2,738,223
|
|
|
$
|
2,592,826
|
|
Cash paid to employees and suppliers and other
|
(2,157,363
|
)
|
|
(1,962,652
|
)
|
||
Cash paid for interest
|
(8,907
|
)
|
|
(8,333
|
)
|
||
Cash paid for taxes, net of refunds
|
(47,877
|
)
|
|
86,825
|
|
||
|
|
|
|
||||
Total cash from operations
|
$
|
524,076
|
|
|
$
|
708,666
|
|
|
Six Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Capital purchases
|
$
|
(277,874
|
)
|
|
$
|
(188,994
|
)
|
Capitalized software development costs
|
(144,902
|
)
|
|
(142,951
|
)
|
||
Sales and maturities of investments, net of purchases
|
148,946
|
|
|
137,136
|
|
||
Purchases of other intangibles
|
(17,457
|
)
|
|
(16,373
|
)
|
||
|
|
|
|
||||
Total cash flows from investing activities
|
$
|
(291,287
|
)
|
|
$
|
(211,182
|
)
|
|
Six Months Ended
|
||||||
(In thousands)
|
2019
|
|
2018
|
||||
|
|
|
|
||||
Long-term debt issuance
|
$
|
600,000
|
|
|
$
|
—
|
|
Repayment of long-term debt
|
—
|
|
|
(75,000
|
)
|
||
Cash from option exercises (net of taxes paid in connection with shares surrendered by associates)
|
120,140
|
|
|
14,035
|
|
||
Treasury stock purchases
|
(620,542
|
)
|
|
(287,624
|
)
|
||
Other
|
(4,450
|
)
|
|
(1,691
|
)
|
||
|
|
|
|
||||
Total cash flows from financing activities
|
$
|
95,148
|
|
|
$
|
(350,280
|
)
|
|
Three Months Ended
|
|
Six Months Ended
|
||||||||||||
(In thousands)
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Cash flows from operating activities (GAAP)
|
$
|
206,810
|
|
|
$
|
299,701
|
|
|
$
|
524,076
|
|
|
$
|
708,666
|
|
Capital purchases
|
(158,613
|
)
|
|
(109,283
|
)
|
|
(277,874
|
)
|
|
(188,994
|
)
|
||||
Capitalized software development costs
|
(70,351
|
)
|
|
(69,349
|
)
|
|
(144,902
|
)
|
|
(142,951
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Free cash flow (non-GAAP)
|
$
|
(22,154
|
)
|
|
$
|
121,069
|
|
|
$
|
101,300
|
|
|
$
|
376,721
|
|
a)
|
Evaluation of Disclosure Controls and Procedures.
|
b)
|
Changes in Internal Control over Financial Reporting.
|
c)
|
Limitations on Controls.
|
|
|
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
|
|
|
|
|
||||||||||
March 31, 2019 - April 27, 2019
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
1,483,172,767
|
|
April 28, 2019 - May 25, 2019
|
|
6,271,513
|
|
|
68.42
|
|
|
6,271,097
|
|
|
1,054,084,597
|
|
||
May 26, 2019 - June 29, 2019
|
|
2,435,463
|
|
|
70.17
|
|
|
2,433,245
|
|
|
883,346,876
|
|
||
|
|
|
|
|
|
|
|
|
||||||
Total
|
|
8,706,976
|
|
|
$
|
68.91
|
|
|
8,704,342
|
|
|
|
(a)
|
Of the 8,706,976 shares of common stock, par value $0.01 per share, presented in the table above, 2,634 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 tax obligations due upon the vesting of restricted stock. Pursuant to the Omnibus Plan, the 2,634 shares reflected above were relinquished by employees in exchange for our agreement to pay U.S. federal and state withholding obligations resulting from the vesting of the Company's restricted stock.
|
(b)
|
As announced on May 21, 2018, our Board of Directors approved an amendment to our repurchase program that allowed for the Company to repurchase up to an aggregate of $1.0 billion of shares of our common stock, excluding transaction costs. As announced on April 9, 2019, our Board of Directors approved a further amendment to this share repurchase program, authorizing the Company to repurchase up to an additional $1.2 billion of shares of our common stock, for an aggregate of $2.2 billion, excluding transaction costs. The repurchases are to be effectuated in the open market, by block purchase, in privately negotiated transactions, or through other transactions managed by broker-dealers. No time limit was set for the completion of the program. During the six months ended June 29, 2019, we repurchased 8.7 million shares for total consideration of $600 million under the program pursuant to Rule 10b5-1 plans. As of June 29, 2019, $883 million remains available for repurchase under the amended program. Refer to Note (10) of the notes to condensed consolidated financial statements for further information regarding our share repurchase program.
|
(a)
|
|
Exhibits
|
|
|
|
10.1
|
|
|
|
|
|
10.2
|
|
|
|
|
|
31.1
|
|
|
|
|
|
31.2
|
|
|
|
|
|
32.1
|
|
|
|
|
|
32.2
|
|
|
|
|
|
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
|
|
101.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Labels Linkbase Document
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
|
|
|
|
|
CERNER CORPORATION
|
|
|
|
Registrant
|
|
|
|
|
|
Date: July 25, 2019
|
|
By:
|
/s/ Marc G. Naughton
|
|
|
|
Marc G. Naughton
|
|
|
|
Executive Vice President and Chief
|
|
|
|
Financial Officer (duly authorized
|
|
|
|
officer and principal financial officer)
|
|
|
|
|
|
|
|
|
|
Date: July 25, 2019
|
|
|
|
|
|
/s/ Brent Shafer
|
|
|
|
|
|
|
|
|
Brent Shafer
|
|
|
|
|
|
|
|
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
|
|
Date: July 25, 2019
|
|
|
|
|
|
/s/ Marc G. Naughton
|
|
|
|
|
|
|
|
|
Marc G. Naughton
|
|
|
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
1.
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Brent Shafer
|
Brent Shafer, Chairman of the Board
|
and Chief Executive Officer
|
(Principal Executive Officer)
|
Date: July 25, 2019
|
1.
|
The Report fully complies with the requirements of Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934; and
|
2.
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ Marc G. Naughton
|
Marc G. Naughton, Executive Vice President
|
and Chief Financial Officer
|
(Principal Financial Officer)
|
Date: July 25, 2019
|