- Annual Report of Employee Stock Plans (11-K)
June 29 2010 - 4:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
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þ
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ANNUAL REPORT PURSUANT TO SECTION 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended
December 31, 2009
OR
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o
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TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
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For the transition period from
to
Commission file number 0-15386
A.
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Full title of the plan and the address of the plan, if different from that of the
issuer named below:
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Cerner Corporation Foundations Retirement Plan
2800 Rockcreek Parkway
North Kansas City, MO 64117
B.
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Name of issue of the securities held pursuant to the plan and the address of its
principal executive office:
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Required Information
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1
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Financial Statements:
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4
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5
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6
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Supplemental Schedule:
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19
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Exhibit
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Exhibit 23.1 Consent of Independent Auditors
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Exhibit 23.2 Consent of Independent Auditors
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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.
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CERNER CORPORATION FOUNDATIONS RETIREMENT PLAN
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Dated: June 29, 2010
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By:
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/s/ Marc G. Naughton
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Marc G. Naughton
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Executive Vice President & Chief Financial Officer
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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 Plans 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 Plans 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 Plans 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
Labors Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The supplemental schedule is the responsibility of the Plans 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
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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 Plans
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
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(Note 11)
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December 31,
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December 31,
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2009
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2008
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Investments at fair value (See Note 3):
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Cerner Corporation Common Stock
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$
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323,938,345
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$
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158,576,279
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Mutual Funds
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252,181,047
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160,720,211
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Self Directed Brokerage Fund
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19,171,810
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12,155,461
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Stable Value Fund
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31,877,702
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26,571,079
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Loans to participants
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5,273,778
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4,491,471
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Total investments
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632,442,682
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362,514,501
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Cash
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50,000
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Company contributions receivable
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2,354,717
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Other receivable
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160,837
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13,021
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Total receivables
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2,515,554
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13,021
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Net assets reflecting all investments at fair value
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634,958,236
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362,577,522
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Adjustment from fair value to contract value for
fully benefit-responsive investment contracts
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89,340
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843,266
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Net assets available for benefits
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$
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635,047,576
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$
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363,420,788
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See accompanying notes to financial statements.
4
Cerner Corporation Foundations Retirement Plan
Statement of Changes in Net Assets Available for Benefits
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For the Year Ended
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December 31,
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2009
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Additions to net assets attributed to:
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Net appreciation in fair value of investments
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$
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237,729,111
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Participant contributions
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38,475,763
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Rollover contributions
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833,583
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Company contributions
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13,323,797
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Interest, dividends, and other investment income
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6,720,885
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Total additions
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297,083,139
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Deductions from net assets attributed to:
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Distributions to participants
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25,313,163
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Administrative expenses
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143,188
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Total deductions
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25,456,351
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Net increase
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271,626,788
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Net assets available for benefits at beginning of the year, (Note 11)
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363,420,788
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Net assets available for benefits at end of the year
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$
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635,047,576
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See accompanying notes to financial statements.
5
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)
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Description of the Plan
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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 Plans 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).
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General
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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:
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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;
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Certain non-resident aliens who have no earned income from sources within the United
States of America;
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Leased associates; and
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Associates who were previously not treated as associates of the Company, but who are
reclassified as being common law employees of the Company.
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Participant Contributions
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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.
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6
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)
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Description of the Plan (continued)
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Company Contributions First-Tier Match
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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
participants deferral contribution. No first-tier match will be made on the participants
deferral contributions in excess of 6% of the participants 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.
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Company Contributions Second-Tier Match
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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 participants 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.
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Company Contributions Profit Sharing
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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 participants 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.
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7
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)
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Description of the Plan (continued)
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Participant Accounts
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Each participants account is credited with the participants and the Companys 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 participants vested account.
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Vesting
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Participants are vested immediately in their contributions plus actual earnings thereon.
Vesting in the Companys 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.
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Participant Loans
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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 participants
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.
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Payments of Benefits and Transfers
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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
participants vested interest in the participants account. For termination of service for
other reasons, a participant may receive the value of the vested interest in the participants
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.
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Within a participants 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 participants
account relating to participant contributions. Transfers out of Company stock held in a
participants 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.
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8
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(1)
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Description of the Plan (continued)
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Payments of Benefits and Transfers (continued)
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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.
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Forfeited Accounts
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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.
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(2)
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Summary of Accounting Policies
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Basis of Presentation
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The accompanying financial statements have been prepared on the accrual basis in conformity
with accounting principles generally accepted in the United States of America.
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Use of Estimates
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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.
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Investment Valuation and Income Recognition
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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.
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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.
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9
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(2)
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Summary of Accounting Policies (continued)
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Investment Valuation and Income Recognition (continued)
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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.
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Contributions
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Company and employee contributions are reported in the year services are rendered to the
Company by the Plan participants.
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Payment of Benefits
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Benefits are recorded when paid.
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Administrative Expenses
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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.
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Recently Issued Accounting Pronouncements
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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 Plans net assets available for benefits or the changes in net assets
available for benefits.
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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 Plans net assets available for benefits or the changes in net assets available for
benefits.
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10
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(2)
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Summary of Accounting Policies (continued)
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Recently Issued Accounting Pronouncements (continued)
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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.
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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 Plans financial statement
disclosures.
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(3)
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Investments
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The following presents investments that represent 5% or more of the Plans net assets:
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(Note 11)
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December 31,
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December 31,
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2009
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2008
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Cerner Corporation Common Stock
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$
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323,938,345
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$
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158,576,279
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Stable Value Fund
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31,877,702
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26,571,079
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Fidelity:
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AF Growth Fund of America
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66,346,136
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45,662,523
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Julius Baer International Equity Fund
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28,607,473
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Artio International Equity I Fund
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38,646,689
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|
11
Cerner Corporation Foundations Retirement Plan
Notes to Financial Statements
(3)
|
|
Investments (continued)
|
|
|
|
During 2009, the Plans 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 liabilitys 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 Plans
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 Plans 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
Plans 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.
|
15
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 Plans 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 Plans 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
|
|
|
$
|
|
|
|
|
|
17
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 Govt 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.
|
19
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