e11vk
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2009
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from                      to                     
Commission file number 0-15386
A.   Full title of the plan and the address of the plan, if different from that of the issuer named below:
Cerner Corporation Foundations Retirement Plan
2800 Rockcreek Parkway
North Kansas City, MO 64117
B.   Name of issue of the securities held pursuant to the plan and the address of its principal executive office:
 
 

 


 

Required Information
         
    1  
 
       
       
 
       
Financial Statements:
       
 
       
    4  
 
       
    5  
 
       
    6  
 
       
Supplemental Schedule:
       
 
       
    19  
 
       
Exhibit
       
 
       
Exhibit 23.1 — Consent of Independent Auditors
       
 
       
Exhibit 23.2 — Consent of Independent Auditors
       

 


 

SIGNATURE
The Plan, pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  CERNER CORPORATION FOUNDATIONS RETIREMENT PLAN
 
 
Dated: June 29, 2010  By:   /s/ Marc G. Naughton    
    Marc G. Naughton   
    Executive Vice President & Chief Financial Officer   
 

2


 

CERNER CORPORATION FOUNDATIONS
RETIREMENT PLAN
Financial Statements and Supplemental Schedule
December 31, 2009 and 2008 and the
Year Ended December 31, 2009

 


 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Plan Administrator
Cerner Corporation Foundations Retirement Plan
North Kansas City, Missouri
We have audited the accompanying statement of net assets available for benefits of the Cerner Corporation Foundations Retirement Plan (the Plan) as of December 31, 2009 and the related statement of changes in net assets available for benefits for the year ended December 31, 2009. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2009, and the changes in net assets available for benefits for the year ended December 31, 2009, in conformity with U.S. generally accepted accounting principles.
We have also audited the adjustments described in Note 11 that were applied to restate the presentation of the 2008 statement of net assets available for benefits to correct an error in reporting the Plan’s Stable Value Fund investment. In our opinion, such adjustments are appropriate and have been properly applied. We were not engaged to audit, review, or apply any procedures to the 2008 statement of net assets available for benefits of the Plan other than with respect to the adjustments and, accordingly, we do not express an opinion or any other form of assurance on the 2008 statement of net assets available for benefits taken as a whole.

1


 

Our audit was performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The accompanying supplemental schedule of assets (held at end of year) as of December 31, 2009, is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ Mayer Hoffman McCann P.C.
Leawood, Kansas
June 28, 2010

2


 

Report of Independent Registered Public Accounting Firm
Board of Directors
Cerner Corporation Foundations Retirement Plan
North Kansas City, Missouri
We have audited, before the effects of the adjustment described in Note 11, the accompanying statement of net assets available for benefits of the Cerner Corporation Foundations Retirement Plan (Plan) as of December 31, 2008. This financial statement is the responsibility of the Plan’s management. Our responsibility is to express an opinion on the financial statement based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, except for the adjustment described in Note 11, the financial statement referred to above presents fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2008 in conformity with U.S. generally accepted accounting principles.
/s/ Weaver & Martin, LLC
Weaver & Martin, LLC
Kansas City Missouri
June 29, 2009

3


 

Cerner Corporation Foundations Retirement Plan
Statements of Net Assets Available for Benefits
                 
            (Note 11)
    December 31,   December 31,
    2009   2008
     
 
Investments at fair value (See Note 3):
               
Cerner Corporation Common Stock
  $ 323,938,345     $ 158,576,279  
Mutual Funds
    252,181,047       160,720,211  
Self Directed Brokerage Fund
    19,171,810       12,155,461  
Stable Value Fund
    31,877,702       26,571,079  
Loans to participants
    5,273,778       4,491,471  
     
Total investments
    632,442,682       362,514,501  
     
 
               
Cash
          50,000  
     
 
               
Company contributions receivable
    2,354,717        
Other receivable
    160,837       13,021  
     
Total receivables
    2,515,554       13,021  
 
               
Net assets reflecting all investments at fair value
    634,958,236       362,577,522  
 
               
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    89,340       843,266  
     
 
               
Net assets available for benefits
  $ 635,047,576     $ 363,420,788  
     
See accompanying notes to financial statements.

4


 

Cerner Corporation Foundations Retirement Plan
Statement of Changes in Net Assets Available for Benefits
         
    For the Year Ended  
    December 31,  
    2009  
 
Additions to net assets attributed to:
       
Net appreciation in fair value of investments
  $ 237,729,111  
Participant contributions
    38,475,763  
Rollover contributions
    833,583  
Company contributions
    13,323,797  
Interest, dividends, and other investment income
    6,720,885  
 
     
 
       
Total additions
    297,083,139  
 
       
Deductions from net assets attributed to:
       
Distributions to participants
    25,313,163  
Administrative expenses
    143,188  
 
     
 
       
Total deductions
    25,456,351  
 
     
 
       
Net increase
    271,626,788  
 
       
Net assets available for benefits at beginning of the year, (Note 11)
    363,420,788  
 
     
 
       
Net assets available for benefits at end of the year
  $ 635,047,576  
 
     
See accompanying notes to financial statements.

5


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)   Description of the Plan
 
    The following brief description of the Cerner Corporation Foundation Retirement Plan (the Plan) is provided for general information purposes only. Participants should refer to the Plan document or Summary Plan Description for a more complete description of the Plan’s provisions, which are available from the plan administrator. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA).
 
    General
 
    The Plan was adopted by the board of directors of Cerner Corporation (the Company or Employer) effective November 1, 1987. All associates of the Company are eligible for participation in the Plan upon attaining age 18 except for the following:
    Associates whose employment is governed by a collective bargaining agreement under which retirement benefits were the subject of good faith bargaining, unless such agreement expressly provides for participation in the Plan;
 
    Certain non-resident aliens who have no earned income from sources within the United States of America;
 
    Leased associates; and
 
    Associates who were previously not treated as associates of the Company, but who are reclassified as being common law employees of the Company.
    Participant Contributions
 
    Participants may elect to make pre-tax contributions from 1% to 80% of their eligible compensation each year to the Plan, subject to certain Internal Revenue Code (IRC) limitations (not to exceed $16,500 in 2009). New participants will automatically have 3% withheld from their compensation, unless they elect a different percentage or to not defer in the Plan. Additionally, participants who attained the age of 50 during 2009 were able to contribute an additional $5,500 in catch-up contributions. Participants also may generally contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan.

6


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)   Description of the Plan (continued)
 
    Company Contributions — First-Tier Match
 
    If the Company elects in a given plan year to make the first-tier match, all eligible participants contributing to the Plan will receive a matching contribution equal to 33% of the participant’s deferral contribution. No first-tier match will be made on the participant’s deferral contributions in excess of 6% of the participant’s eligible compensation, as defined by the Plan. The first-tier match is discretionary, and the above percentages are subject to change by the Plan administrator. A discretionary first-tier “true-up” contribution also may be made at the end of the Plan year. Participants must be employed on the last day of the Plan year and have completed 92 consecutive days of service to be eligible for the “true-up” contribution. First-tier contributions are invested directly in Company common stock. Participants can diversify their first-tier company match after they have completed three years of service, even though they are only 60% vested at that time. For the year ended December 31, 2009, the Company contributed $8,584,668 in first-tier matching and true-up contributions.
 
    Company Contributions — Second-Tier Match
 
    The Company, at its discretion, may elect to make a second-tier match to the Plan. The contribution will be equal to a certain percentage of the participant’s paid base compensation, as defined by the Plan. The percentage is determined by the Company and is dependent on whether certain Company financial metrics meet or exceed pre-established benchmarks. Participants who completed 92 consecutive days of service, and are employed as of the last day of the Plan year are eligible to receive any approved second-tier match. To be eligible to receive the second-tier match contribution, participants must defer at least 2% of their paid base compensation. Second-tier contributions are invested directly in Company common stock. Participants can diversify their second-tier company match after they have completed three years of service, even though they are only 60% vested at that time. For the year ended December 31, 2009, the Company contributed $3,191,082 in the second-tier matching contributions. The second-tier match was offset by the forfeiture balance as of the end of the Plan year, forfeitures used totaled $1,142,365 for the 2009 Plan year.
 
    Company Contributions — Profit Sharing
 
    The Company may also, at its discretion, make an additional profit sharing contribution to the Plan. If such contribution is made, it will be allocated among eligible participants based on each participant’s W-2 compensation. Participants are eligible for the profit sharing contribution if they are employed on the last day of the Plan year and completed 92 consecutive days of employment with the Company during the Plan year. Profit sharing contributions are invested directly in Company common stock. Participants can diversify their profit sharing company contribution after they have completed three years of service, even though they are only 60% vested at that time. For the year ended December 31, 2009 the Company did not make a profit sharing contribution.

7


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)   Description of the Plan (continued)
 
    Participant Accounts
 
    Each participant’s account is credited with the participant’s and the Company’s contributions and allocations of Plan earnings. Participants accounts will also be charged the applicable expense ratio for the funds in which such participant invests. Allocations are based on relative account balances. The benefit to which the participant is entitled is the benefit that can be provided from the participant’s vested account.
 
    Vesting
 
    Participants are vested immediately in their contributions plus actual earnings thereon. Vesting in the Company’s contribution portion of their account is based on years of service. Participants vest 20% in Company contributions after one year of service and 20% for each additional year of service until a participant is 100% vested upon completing five years of service. Participants become fully vested in their account balance upon normal retirement, permanent disability, or death.
 
    Participant Loans
 
    Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum of $50,000, or 50% of their vested account balance, whichever is less. Loan terms may not exceed 5 years, except for the purchase of a primary residence, in which case the duration may be extended not to exceed 10 years. The loans are secured by the balance in the participant’s account and bear interest at current prime rate plus 1%, which is commensurate with local prevailing rates as determined by the Plan administrator. Interest rates on loans as of December 31, 2009 range from 4.25% to 10.50%. Principal and interest is paid ratably through scheduled payroll deductions.
 
    Payments of Benefits and Transfers
 
    Upon termination of service due to normal retirement, permanent disability, or death, a participant may elect to receive a lump-sum amount equal to the value of the participant’s vested interest in the participant’s account. For termination of service for other reasons, a participant may receive the value of the vested interest in the participant’s account as a lump-sum distribution. The Plan Administrator permits in-kind distributions of Cerner Common Stock. In such a case, only whole shares shall be distributed and the value of any fractional share will be distributed in cash.
 
    Within a participant’s account, the participant may make up to 12 transfers out of the Company stock per calendar year with no limit to the amount of stock the participant can move in any one transfer. These transfer provisions relate to Company stock held in a participant’s account relating to participant contributions. Transfers out of Company stock held in a participant’s account relating to Company contributions are prohibited until a participant has at least three years of service with the Company or in the event of termination of employment with the Company.

8


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)   Description of the Plan (continued)
 
    Payments of Benefits and Transfers (continued)
 
    If a participant leaves employment and their vested benefit is less than $5,000 (excluding amounts attributable to rollovers), a lump sum distribution will be made to the participant within a reasonable time after the termination of employment. This will occur regardless of whether the participant has consented to the distribution. If the value of the vested benefit is more than $1,000 and does not exceed $5,000, and the participant does not consent to the distribution or does not inform the Plan where they would like the distribution to be paid, the Plan will roll the distribution over to an individual retirement plan account designated by the Administrator.
 
    Forfeited Accounts
 
    At December 31, 2009 and 2008, forfeited non-vested accounts totaled $1,142,365 and $749,994, respectively. The forfeited non-vested accounts were used to off-set Employer second-tier match contributions for those years respectively.
(2)   Summary of Accounting Policies
 
    Basis of Presentation
 
    The accompanying financial statements have been prepared on the accrual basis in conformity with accounting principles generally accepted in the United States of America.
 
    Use of Estimates
 
    The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from these estimates.
 
    Investment Valuation and Income Recognition
 
    The Plan invests in various investment securities. Investments in mutual funds are stated at fair value based on the net asset value of the shares held by the Plan at year-end. Investments in common stock, preferred stock, corporate bonds and limited partnership interests are stated at fair value based upon the closing sales price as reported on a recognized securities exchange on the last business day of the year. Participant loans are valued at their outstanding balances, which approximate fair value.
 
    Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

9


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(2)   Summary of Accounting Policies (continued)
 
    Investment Valuation and Income Recognition (continued)
 
    Investment contracts held by a defined contribution plan are required to be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. The statements of net assets available for benefits presents the fair value of the investment contracts as well as the adjustment of the fully benefit-responsive investment contracts from fair value to contract value. The statement of changes in net assets available for benefits is prepared on a contract value basis.
 
    Contributions
 
    Company and employee contributions are reported in the year services are rendered to the Company by the Plan participants.
 
    Payment of Benefits
 
    Benefits are recorded when paid.
 
    Administrative Expenses
 
    Certain expenses of the Plan are paid by the Company and are not included in the statements of changes in net assets available for benefits.
 
    Recently Issued Accounting Pronouncements
 
    Fair Value Measurements — In April and September 2009, the Financial Accounting Standards Board (“FASB”) issued guidance which (i) provided additional guidance for estimating fair value when the volume and level of activity for the asset or liability have significantly decreased, (ii) provided guidance on identifying circumstances that indicate a transaction is not orderly, (iii) permitted, as a practical expedient, entities to measure the fair value of certain investments based on the net asset value per share and (iv) expanded the required disclosures about fair value measurements. The adoption of this guidance did not have a material effect on the Plan’s net assets available for benefits or the changes in net assets available for benefits.
 
    Subsequent Events — In May 2009 and February 2010, the FASB issued guidance which established general standards of accounting for, and disclosure of, events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. In particular, this guidance established (i) the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure, (ii) the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date and (iii) the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The adoption of this guidance did not have a material effect on the Plan’s net assets available for benefits or the changes in net assets available for benefits.

10


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(2)   Summary of Accounting Policies (continued)
 
    Recently Issued Accounting Pronouncements (continued)
 
    FASB Codification — In June 2009, the FASB issued new codification standards which represent the source of authoritative U.S. generally accepted accounting principles (“GAAP”) recognized by the FASB to be applied by non-governmental entities. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. The codification supersedes all non-SEC accounting and reporting standards which existed prior to the codification. All other non-grandfathered, non-SEC accounting literature not included in the codification is non-authoritative. The new codification standards were effective for 2009.
 
    Fair Value Disclosures — In January 2010, the FASB issued guidance which expanded the required disclosures about fair value measurements. In particular, this guidance requires (i) separate disclosure of the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements along with the reasons for such transfers, (ii) information about purchases, sales, issuances and settlements to be presented separately in the reconciliation for Level 3 fair value measurements, (iii) fair value measurement disclosures for each class of assets and liabilities and (iv) disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements for fair value measurements that fall in either Level 2 or Level 3. This guidance is effective for annual reporting periods beginning after December 15, 2009 except for (ii) above which is effective for fiscal years beginning after December 15, 2010. The Company is currently evaluating the impact that this guidance will have on the Plan’s financial statement disclosures.
 
(3)   Investments
 
    The following presents investments that represent 5% or more of the Plan’s net assets:
                 
            (Note 11)
    December 31,   December 31,
    2009   2008
     
Cerner Corporation Common Stock
  $ 323,938,345     $ 158,576,279  
Stable Value Fund
    31,877,702       26,571,079  
Fidelity:
               
AF Growth Fund of America
    66,346,136       45,662,523  
Julius Baer International Equity Fund
          28,607,473  
Artio International Equity I Fund
    38,646,689        

11


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(3)   Investments (continued)
 
    During 2009, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value as follows:
         
    Year Ended  
    December 31,  
    2009  
Cerner Corporation Common Stock
  $ 181,130,770  
Mutual Funds
    52,317,594  
Self Directed Brokerage Fund
    4,280,747  
 
     
 
  $ 237,729,111  
 
     
(4)   Fair Value Measurements
 
    FASB ASC 820, Fair Value Measurements and Disclosures (formerly SFAS No. 157) provides the framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under FASB ASC 820 are described below:
     
Level 1
  Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access.
 
Level 2
  Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in inactive markets; inputs other than quoted market prices that are observable for the asset or liability; inputs that are derived principally from or corroborated by observable market data by correlation or other means. If the asset or liability has a specified (contractual) term, the Level 2 input must be observable for substantially the full term of the asset or liability.
 
Level 3
  Inputs to the valuation methodology are unobservable and significant to the fair value measurement.
    The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.

12


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(4)   Fair Value Measurements (continued)
 
    The preceding methods described may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, although the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
 
    The following tables set forth by level, within the fair value hierarchy, the Plan’s investments at fair value as of December 31, 2009 and 2008.
Investments at Fair Value as of December 31, 2009
                                 
    Level 1     Level 2     Level 3     Total  
Cerner Corporation Common Stock
  $ 323,938,345                 $ 323,938,345  
Mutual Funds:
                               
•   LifeCycle Funds
    63,032,808                   63,032,808  
•   Bond Funds
    12,143,910                   12,143,910  
•   Large Value Funds
    21,876,372                   21,876,372  
•   Large Blend Funds
    20,496,014                   20,496,014  
•   Large Growth Funds
    66,346,136                   66,346,136  
•   Small Value Funds
    26,336,460                   26,336,460  
•   Mid Blend Funds
    3,302,658                   3,302,658  
•   International /Global Equity Funds
    38,646,689                   38,646,689  
Self Directed Brokerage Fund:
                               
•   Mutual Funds
    8,225,262                   8,225,262  
•   Limited Partnership Interests
    157,966                   157,966  
•   Common Stock
    7,383,652                   7,383,652  
•   Preferred Stock
    26,832                   26,832  
•   Corporate Bonds
    79,945                   79,945  
•   Cash
    3,298,153                   3,298,153  
Stable Value Fund
              $ 31,877,702       31,877,702  
Participant Loans
                5,273,778       5,273,778  
     
Total investments at fair value
  $ 595,291,202     $ 0     $ 37,151,480     $ 632,442,682  
     

13


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(4)   Fair Value Measurements (continued)
Investments at Fair Value as of December 31, 2008 (Note 11)
                                 
    Level 1   Level 2   Level 3   Total
Cerner Corporation Common Stock
  $ 158,576,279                 $ 158,576,279  
Mutual Funds
    160,720,211                   160,720,211  
Self Directed Brokerage Fund
                               
•   Mutual Funds
    5,730,085                   5,730,085  
•   Limited Partnership Interests
    39,861                   39,861  
•   Common Stock
    3,555,198                   3,555,198  
•   Preferred Stock
    5,840                   5,840  
•   Certificate of Deposit
    100,000                   100,000  
•   Corporate Bonds
    78,957                   78,957  
•   Cash
    2,645,520                   2,645,520  
Stable Value Fund
              $ 26,571,079       26,571,079  
Participant Loans
                4,491,471       4,491,471  
     
Total investments at fair value
  $ 331,451,951     $ 0     $ 31,062,550     $ 362,514,501  
     
    The table below sets forth a summary of changes in the fair value of the Plan’s Level 3 assets for the year ended December 31, 2009.
Level 3 Assets
Year ended December 31, 2009
                 
    Stable Value   Participant
    Fund   Loans
Balance, beginning of year
  $ 26,571,079     $ 4,491,471  
Interest
    611,078        
Purchases, sales, issuances, and settlements (net)
    4,695,545       782,307  
     
Balance, end of year
  $ 31,877,702     $ 5,273,778  
     

14


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(5)   Non-participant-Directed Investment
 
    Information about the net assets and the significant components of the changes in net assets relating to the non-participant-directed investments is as follows:
                 
    December 31,   December 31,
    2009   2008
     
Net assets:
               
Cerner Corporation Common Stock
  $ 224,644,773     $ 109,185,421  
         
    Year Ended  
    December 31,  
    2009  
Changes in net assets:
       
Company contributions
  $ 10,969,080  
Investment income
    111,844,672  
Distributions to participants
    (7,718,677 )
Other fees and adjustments
    364,277  
 
     
 
  $ 115,459,352  
 
     
(6)   Investment contract with JPMorgan Asset Management
 
    The Plan has a benefit-responsive guaranteed investment contract with JPMorgan Asset Management (JPMorgan). JPMorgan maintains the contributions in a general account. The account is credited with earnings on the underlying investments and charged for participant withdrawals and administrative expenses. The guaranteed investment contract issuer is contractually obligated to repay the principal and a specified interest rate that is guaranteed to the Plan.
 
    Because the guaranteed investment contract is fully benefit-responsive, contract value is the relevant measurement attribute for that portion of the net assets available for benefits attributable to the guaranteed investment contract. The guaranteed investment contract is presented on the face of the statements of net assets available benefits at fair value with an adjustment to contract value in arriving at net assets available for benefits. Contract value, as reported to the Plan by JPMorgan, represents contributions made under the contract, plus earnings, less participant withdrawals and administrative expenses. Participants may ordinarily direct the withdrawal or transfer of all or a portion of their investment at contract value.
 
    As described in Note 11, the presentation of the statement of net assets available for benefits as of December 31, 2008 has been restated to correct an error in reporting the Plan’s Stable Value Fund investment to properly reflect the fund at fair value and the adjustment from fair value to contract value for fully benefit-responsive investment contracts.

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Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(7)   Related-Party Transactions
 
    Certain Plan investments are shares of mutual funds managed by Fidelity Management Trust Company (Fidelity). Fidelity is the trustee as defined by the Plan and therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan for recordkeeping services amounted to $89,440 for the year ended December 31, 2009.
 
(8)   Plan Termination
 
    Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants would become 100% vested in their Company contributions.
 
(9)   Tax Status
 
    The Internal Revenue Service has determined and informed the Company by a letter dated February 25, 2003 that the Plan and the related trust are designed in accordance with applicable sections of the Internal Revenue Code (IRC). Although the Plan has been amended since receiving the determination letter, the Plan administrator and the Plan’s tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC.
 
(10)   Risks and Uncertainties
 
    The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statements of net assets available for benefits.

16


 

Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(11)   Restatement of the Presentation of the Statement of Net Assets Available for Benefits as of December 31, 2008
 
    The presentation of the statement of net assets available for benefits as of December 31, 2008 has been restated to correct an error in reporting the Plan’s Stable Value Fund investment to properly reflect the fund at fair value and the adjustment from fair value to contract value for fully benefit-responsive investment contracts.
Statement of Net Assets Available for Benefits
As of December 31, 2008
                         
    As   As Previously   Effect of
    Restated   Reported   Restatement
     
 
 
Investments at fair value:
                       
Cerner Corporation Common Stock
  $ 158,576,279     $ 158,576,279     $  
Mutual Funds
    160,720,211       166,490,566       (5,770,355 )
Self Directed Brokerage Fund
    12,155,461             12,155,461  
Stable Value Fund
    26,571,079             26,571,079  
Other
          26,547,238       (26,547,238 )
Loans to participants
    4,491,471       4,491,471        
     
Total investments
    362,514,501       356,105,554       6,408,947  
     
 
                       
Cash
    50,000       7,391,676       (7,341,676 )
     
 
                       
Other receivable
    13,021             13,021  
     
 
                       
Less: Operating payables
          76,442       (76,442 )
     
 
                       
Net assets reflecting all investments at fair value
    362,577,522       363,420,788       (843,266 )
 
                       
Adjustment from fair value to contract value for fully benefit-responsive investment contracts
    843,266             843,266  
     
 
                       
Net assets available for benefits
  $ 363,420,788     $ 363,420,788     $  
     

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Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(12)   Subsequent Events
 
    The Company has evaluated subsequent events through the date the report was filed with the Securities and Exchange Commission and the following items were noted:
    Effective January 1, 2010, the Plan was restated to comply with the provisions of the Economic Growth and Tax Relief Reconciliation Act (EGTRRA). As part of that restatement, the Plan also incorporated all previous amendments, provisions for the Pension Protection Act (PPA) of 2006 and provisions of the Heroes Earnings Assistance and Relief Act (HEART) of 2008.
 
    Effective January 1, 2010, the Plan added an additional nonelective contribution available to those individuals who were former employees of the University of Missouri that became Cerner associates in connection with the Tiger Institute Strategic Alliance. Those associates may receive an additional nonelective contribution determined by Cerner in consultation of their actuary for the 2010 — 2014 plan years. The Plan will also allow prior service credits for those associates.
 
    Effective January 27, 2010, the Plan was amended to change the definition of compensation with respect to its second-tier matching contribution formula to include, rather than exclude, military differential pay.

18


 

Cerner Corporation Foundations Retirement Plan
Schedule H, line 4i — Schedule of Net Assets (Held at End of Year) — December 31, 2009
EIN: 43-1196944
Plan Number: 001
                                 
        -b-   -c-              
        Identity of issuer,   Description of investment, including     **     -e-  
        borrower, lessor or   maturity date, rate of interest, collateral,     -d-     Current  
-a-     similar party   par, or maturiry value     Cost     Value  
       
 
                       
  *    
Cerner Corporation
  Common Stock   $ 106,186,699     $ 323,938,345  
       
 
                       
  *    
Cerner Stable Value
  Stable Value Fund             31,877,702  
       
 
                       
       
TRP Retirement 2005
  Mutual Fund             1,568,532  
       
TRP Retirement 2010
  Mutual Fund             1,926,140  
       
TRP Retirement 2015
  Mutual Fund             4,634,264  
       
TRP Retirement 2020
  Mutual Fund             8,263,615  
       
TRP Retirement 2025
  Mutual Fund             7,977,692  
       
TRP Retirement 2030
  Mutual Fund             8,376,132  
       
TRP Retirement 2035
  Mutual Fund             7,046,866  
       
TRP Retirement 2040
  Mutual Fund             8,861,064  
       
TRP Retirement 2045
  Mutual Fund             8,588,888  
       
TRP Retirement 2050
  Mutual Fund             3,166,147  
       
TRP Retirement 2055
  Mutual Fund             428,288  
       
TRP Retirement Income
  Mutual Fund             2,195,180  
       
American Century Gov’t Bond Inv
  Mutual Fund             3,142,540  
       
ABF Large Capital Value
  Mutual Fund             21,876,372  
       
Loomis Investment Grade BD
  Mutual Fund             9,001,370  
       
Hartford Capital Appreciation
  Mutual Fund             11,801,496  
       
AF Growth of America
  Mutual Fund             66,346,136  
       
American Century Small Capital INV
  Mutual Fund             26,336,460  
  *    
Spartan Extnd Market Index
  Mutual Fund             3,302,659  
  *    
Spartan US EQ Index
  Mutual Fund             8,694,517  
       
Artio International Equity I
  Mutual Fund             38,646,689  
       
 
                     
       
 
 
Total Mutual Funds
            252,181,047  
       
 
                       
       
Brokeragelink
  Self-Directed Brokerage Account             19,171,810  
  *    
Participant loans
  Loans with interest ranging from 4.25% to 10.50%             5,273,778  
       
 
                     
       
 
                       
       
 
                  $ 632,442,682  
       
 
                     
 
*   Party-in-interest as defined by ERISA
 
**   Shares of Cerner Corporation common stock are partially non-participant-directed. In accordance with instructions to the Form 5500, the Plan is not required to disclose the cost component of the participant-directed investments.

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