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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to
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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
Kansas City, MO 64117
B. Name of issue of the securities held pursuant to the plan and the
address of its principal executive office:
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CERNER CORPORATION FOUNDATIONS
RETIREMENT PLAN
Financial Statements and Schedules
December 31, 2000 and 1999
(With Independent Auditors' Report Thereon)
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INDEPENDENT AUDITORS' REPORT
The Board of Directors
Cerner Corporation:
We have audited the accompanying statements of net assets available for
participants of the Cerner Corporation Foundations Retirement Plan as of
December 31, 2000 and 1999, and the related statements of changes in net
assets available for participants for the years then ended. 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 audits.
We conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. 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 audits provide 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 participants of the
Cerner Corporation Foundations Retirement Plan as of December 31, 2000 and
1999, and the changes in net assets available for participants for the
years then ended, in conformity with accounting principles generally
accepted in the United States of America.
Our audits were made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplementary schedules of
assets held for investment purposes and reportable transactions are
presented for the purpose of additional analysis and are not a required
part of the basic financial statements, but are 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 schedules have been subjected to the auditing procedures
applied in the audits of the basic financial statements and, in our
opinion, are fairly stated, in all material respects, in relation to the
basic financial statements taken as a whole.
/s/ KPMG LLP
May 25, 2001
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CERNER CORPORATION FOUNDATIONS
RETIREMENT PLAN
Statements of Net Assets Available for Participants
December 31, 2000 and 1999
2000 1999
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Assets:
Investments at fair value (note 6) $ 118,690,457 72,226,973
Cash 1,562,014 39,806
Contributions receivable:
Associates -- 502,178
Cerner Corporation -- 100,435
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Net assets available for participants $ 120,252,471 72,869,392
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See accompanying notes to financial statements.
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CERNER CORPORATION FOUNDATIONS
RETIREMENT PLAN
Statements of Changes in Net Assets Available for Participants
Years ended December 31, 2000 and 1999
2000 1999
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Additions to net assets attributed to:
Net appreciation (depreciation) in fair
value of investments (note 6) $ 31,223,795 (1,771,273)
Interest and dividends 4,350,661 3,156,056
Employer contributions (note 2) 2,408,837 1,218,959
Associates contributions (note 2) 17,118,324 12,325,312
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Total additions 55,101,617 14,929,054
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Deductions from net assets attributed to:
Distributions to associates (note 3) (7,707,718) (3,705,121)
Investment expenses (10,820) (2,714)
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Total deductions (7,718,538) (3,707,835)
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Net increase 47,383,079 11,221,219
Net assets available for participants:
Balance at beginning of year 72,869,392 61,648,173
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Balance at end of year $ 120,252,471 72,869,392
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See accompanying notes to financial statements.
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CERNER CORPORATION FOUNDATION
RETIREMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
GENERAL
The following brief description of the Cerner Corporation Foundations
Retirement Plan (the Plan) is provided for general information purposes
only. Participants should refer to the Plan Agreement for more complete
information.
The Plan was adopted by the Board of Directors of Cerner Corporation
(the Company or Employer) effective November 1, 1987, with the most
recent amendment effective January 1, 2000. The Plan is administered by
a third-party administrator. All full-time associates of the Company are
eligible for participation in the Plan after attaining age eighteen.
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, and present the Plan's net assets available
for participants and changes in those net assets.
EXPENSES
Substantially all costs and expenses incurred in administering the Plan
are paid by the Company. Expenses related to issuance of loans to
participants are charged to the participant obtaining the loan.
INVESTMENTS
The Plan's investments and earnings thereon are held in a bank trust
account. The fair values of investments are based principally on
quotations from national securities exchanges. Purchases and sales of
securities are recorded on a trade-date basis.
LOANS TO PARTICIPANTS
At the discretion of the Company, loans may be made to participants in
an amount up to 50% of the participant's self-directed funds balance.
The loan period may not exceed ten years and the interest rate is prime
plus 1%.
USE OF ESTIMATES
The Plan utilizes a number of estimates and assumptions relating to the
reporting of assets and liabilities and the disclosure of contingent
assets and liabilities to prepare these financial statements in
conformity with accounting principles generally accepted in the United
States of America. Actual results could differ from those estimates.
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CERNER CORPORATION FOUNDATION
RETIREMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(2) CONTRIBUTIONS
Participating associates may elect to make pretax contributions from 1%
to 20% of their compensation to the Plan, subject to annual limits
imposed by the Internal Revenue Service. Participants may direct
contributions into nine different investment funds. These funds include
investments in the Company common stock, the American Century Ultra
Fund, the American Century Growth Fund, the American Century Select
Fund, the American Century Balanced Fund, the American Century Value
Fund, the American Century International Growth Fund, the American
Century Stable Asset Fund, and the Charles B. Schwab Personal Choice
Account. The Company will make matching contributions in an amount equal
to 33% of the participant's annual contribution, not to exceed 6% of the
participant's annual compensation. All Company contributions are
directed to the Company common stock fund.
(3) DISTRIBUTIONS
Upon normal retirement, retirement for permanent disability, or death, a
participant is entitled to the full value of the assets attributable to
his or her contributions and Company contributions made on his or her
behalf. Upon termination for any other reason, a participant is entitled
to 100% of his or her contributions and the vested portion of Company
contributions. Company contributions vest 20% 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. Forfeitures of nonvested
contributions are allocated to all Plan participants as of the Plan
year-end on a pro rata basis according to individual participant annual
earnings.
Participants receive distributions of Company common stock in shares of
the Company's common stock, except that cash is distributed for
fractional shares. Participants may also elect to receive cash for
distributions with a value less than $1,000. During the years ended
December 31, 2000 and 1999, 97,988 and 46,925 shares of the Company's
common stock, respectively, were distributed to withdrawing
participants. Participants receive distributions from all other funds in
cash.
(4) TAX STATUS
The Plan received a favorable determination letter, dated August 25,
1994, from the Internal Revenue Service confirming the tax-exempt status
of the Plan under Section 401(a) of the Internal Revenue Code. The
Company is not aware of any activity or transactions that may adversely
affect the qualified status of the Plan.
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CERNER CORPORATION FOUNDATION
RETIREMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(5) INVESTMENTS
The following presents investments that represent 5% or more of the
Plan's net assets:
2000 1999
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Company common stock $ 73,455,862 29,762,204
American Century:
Ultra Fund 15,925,168 17,581,138
Growth Fund 12,010,999 11,431,439
Select Fund 6,980,968 6,349,799
Other 10,317,460 7,102,393
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$118,690,457 72,226,973
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During 2000 and 1999, the Plan's investments (including gains and losses
on investments bought and sold, as well as held during the year)
appreciated (depreciated) in value as follows:
2000 1999
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Mutual funds $ (10,943,376) 6,496,676
Common stock 42,167,171 (8,267,949)
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$ 31,223,795 (1,771,273)
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(6) NONPARTICIPANT DIRECTED INVESTMENT
As described in note 2, Company contributions are invested exclusively
in Company common stock. Information about the net assets and
significant components of the changes in net assets relating to the
nonparticipant directed investment at December 31, 2000 and 1999 is as
follows:
2000 1999
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Net assets available for participants -
Company common stock $ 73,455,862 29,762,204
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Changes in net assets available for participants:
Contributions $ 6,543,869 5,102,832
Dividends 1,765 2,219
Transfers in (out) (673,964) 243,192
Net appreciation (depreciation) 42,167,171 (8,267,949)
Distributions (4,345,183) (1,457,216)
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$ 43,693,658 (4,376,922)
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6 (Continued)
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CERNER CORPORATION FOUNDATION
RETIREMENT PLAN
Notes to Financial Statements
December 31, 2000 and 1999
(7) TRANSACTIONS WITH PARTIES-IN-INTEREST
Transactions with parties-in-interest during the years ended December
31, 2000 and 1999 were as follows:
DESCRIPTION OF
TRANSACTION COST
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2000:
Purchased 207,598 shares of
Company common stock $ 6,543,869
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1999:
Purchased 298,982 shares of
Company common stock $ 5,102,832
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SCHEDULE 1
CERNER CORPORATION FOUNDATIONS
RETIREMENT PLAN
Item 27(a) - Schedule of Assets Held for Investment Purposes
December 31, 2000
FAIR
Asset DESCRIPTION COST VALUE
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Cerner Corporation* 1,588,235 shares of common stock $ 25,151,439 73,455,862
American Century Ultra Investors Mutual Fund, 384,035 shares (1) 15,925,168
American Century Growth Investors Mutual Fund, 354,134 shares (1) 12,010,999
American Century Select Investors Mutual Fund, 120,535 shares (1) 6,980,968
American Century Balanced Investors Mutual Fund, 161,385 shares (1) 2,992,860
American Century Value Mutual Fund, 110,046 shares (1) 980,523
American Century International Growth Mutual Fund, 45,840 shares (1) 1,864,970
American Century Stable Asset Fund, 1,957,116 units of participation (1) 2,605,113
Charles B. Schwab Schwab Personal Choice Account, 599,770 shares (1) 525,450
Loans to participants Loans to participants (bearing interest from 7% to 10%) (1) 1,348,544
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$ 118,690,457
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(1) In accordance with instructions to the Form 5500, the Plan is no longer
required to disclose the cost component of participant directed investments.
* Party-in-interest.
See accompanying independent auditors' report.
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SCHEDULE 2
CERNER CORPORATION FOUNDATIONS
RETIREMENT PLAN
Schedule of Reportable Transactions
Year ended December 31, 2000
IDENTITY OF PARTY DESCRIPTION PURCHASE SELLING ORIGINAL NET GAIN
INVOLVED OF ASSET PRICE PRICE COST (LOSS)
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Cerner Corporation Common stock $ 6,543,869 -- 6,543,869 --
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NOTES:
A reportable transaction is defined by the Department of Labor as:
- A single transaction in excess of 5% of the fair value of plan assets.
- A series of transactions with or in conjunction with the same person,
involving property other than securities, which amounts in the aggregate
to more than 5% of the fair value of the plan assets.
- A series of transactions with respect to securities of the same issue
which amounts in the aggregate to more than 5% of the fair value of the
total plan assets.
- Any transaction with or in conjunction with a person if a prior or
subsequent single transaction has occurred with respect to securities
with or in conjunction with the same person in an amount in excess of 5%
of the fair value of plan assets.
A reportable transaction is identified by comparing the fair value of the
transaction at the transaction date with the fair value of the plan assets
at the beginning of the year ended December 31, 2000.
See accompanying independent auditors' report.
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[KPMG LOGO]
[KPMG LETTERHEAD]
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Cerner Corporation:
We consent to incorporation by reference in the registration statements (No.
33-56868, No. 33-55082, No. 33-41580, No. 33-39777, No. 33-39776, No. 33-20155,
and No. 33-15156) on Form S-8 of Cerner Corporation of our report, dated May
25, 2001, relating to the statements of net assets available for participants
of Cerner Corporation Foundations Retirement Plan as of December 31, 2000 and
1999, and the related statements of changes in net assets available for
participants for the years then ended and the related supplemental schedules of
assets held for investment purposes and reportable transactions, which report
is included herein.
/s/ KPMG LLP
Kansas City, Missouri
June 28, 2001
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SIGNATURES
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.
FOUNDATIONS RETIREMENT PLAN
Dated: June 28, 2001 By: /s/ David M. Evans
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