The following Management Discussion and Analysis ("MD&A") is intended to help
the reader understand the results of operations and financial condition of
Cerner Corporation ("Cerner," the "Company," "we," "us" or "our"). This MD&A is
provided as a supplement to, and should be read in conjunction with, our
condensed consolidated financial statements and the accompanying notes to
condensed consolidated financial statements ("Notes") found above. Certain
statements in this quarterly report on Form 10-Q contain forward-looking
statements within the meanings of the Private Securities Litigation Reform Act
of 1995, as amended, regarding our future plans, objectives, beliefs,
expectations, representations and projections. See the end of this MD&A for more
information on our forward-looking statements, including a discussion of the
most significant factors that could cause actual results to differ materially
from those in the forward-looking statements.

All references to quarters or nine month periods ended 2021 and 2020 in this
MD&A represent the respective three and nine month periods ended September 30,
2021 and September 30, 2020, unless otherwise noted.

Management Overview



Our revenues are primarily derived by selling, implementing, operating and
supporting software solutions, clinical content, hardware, devices and services
that give healthcare providers and other stakeholders secure access to clinical,
administrative and financial data in real or near-real time, helping them to
improve quality, safety and efficiency in the delivery of healthcare.

Our core strategy is to create organic growth by investing in research and development to create solutions and tech-enabled services for the healthcare industry. We expect to also supplement organic growth with acquisitions or strategic investments and collaborations.

Cerner's long history of growth has created an important strategic footprint in
healthcare, with Cerner holding approximately 25 percent market share in the
U.S. acute care electronic health record ("EHR") market and a leading market
share in several non-U.S. regions. Foundational to our growth going forward is
delivering value to this core client base, including executing effectively on
our large U.S. federal contracts and cross-selling key solutions and services in
areas such as revenue cycle. We are also investing in platform modernization,
with a focus on delivering a software as a service platform that we expect to
lower total cost of ownership, improve clinician experience and patient
outcomes, and enable clients to accelerate adoption of new functionality and
better leverage third-party innovations.

We also expect to continue driving growth by leveraging our HealtheIntent®
platform, which is the foundation for established and new offerings for both
provider and non-provider markets. The EHR-agnostic HealtheIntent platform
enables Cerner to become a strategic partner with healthcare stakeholders and
help them improve performance under both fee-for-service and value-based
contracting. The platform, along with our CareAware® platform, also supports
offerings in areas such as long-term care, home care and hospice,
rehabilitation, behavioral health, community care, care team communications,
health systems operations, consumer and employer, and data-as-a-service.

Beyond our strategy for driving revenue growth, we are also focused on earnings
growth. After several years of margin compression related to slowing revenue
growth, increased mix of low-margin services, and lower software demand due to
the end of direct government incentives for EHR adoption, Cerner implemented a
new operating structure and introduced other initiatives focused on cost
optimization and process improvement. We have made good progress since we kicked
off our transformation in 2019 and expect this progress to be reflected in
improved profitability going forward. We are focused on ongoing identification
of opportunities to operate more efficiently and on achieving the efficiencies
without impacting the quality of our solutions and services and commitments to
our clients.

We are also focused on delivering strong levels of cash flow which we expect to
accomplish by continuing to grow earnings and prudently managing capital
expenditures. We expect to use future cash flow and debt, as appropriate, to
meet our capital allocation objectives, which include investing in our business,
entering into acquisitions or other strategic investments to drive profitable
growth, and returning capital to shareholders through share repurchases and
dividends.


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COVID-19

Our business and results of operations for the first nine months of both 2021
and 2020 were impacted by the ongoing COVID-19 pandemic. It has caused us to
modify certain of our business practices, including requiring most of our
associates to work remotely; restricting associate travel; mandating vaccines
for associates; developing social distancing plans for our associates; and
canceling or postponing in person participation in certain meetings, events and
conferences. It is not possible to quantify the full financial impact that the
COVID-19 pandemic has had on our results of operations, cash flows, or financial
condition, due to the uncertainty surrounding the pandemic, the difficulty
inherent in identifying and measuring the various impacts that have or may stem
from such an event and the fact that there are no comparable recent events that
provide guidance as to how to measure or predict the effect the COVID-19
pandemic may have on our business. However, we believe COVID-19 has impacted,
and could continue in the near-term to impact, our business results, primarily,
but not limited to, in the following areas:

•Bookings, backlog and revenues - A decline in new business bookings as certain
client purchasing decisions and projects are delayed to focus on treating
patients, procuring necessary medical supplies, administering vaccines, and
managing their own organizations through this crisis. A sustained decline in
bookings could reduce backlog and lower subsequent revenues.

•Associate productivity - A decline in associate productivity, primarily for our
services personnel, as a large amount of work is typically done at client sites,
which is being impacted by travel restrictions, vaccine mandates and our
clients' focus on the pandemic. Our clients' focus on the pandemic has also led
to pauses on existing projects and postponed start dates for others, which
translates into lower professional services revenues and a lower operating
margin percentage. We are mitigating this by doing more work remotely than we
have in the past, but we cannot fully offset the negative impact.

•Travel - Associate travel restrictions reduce client-related travel, which
reduces reimbursed travel revenues and lowers our costs of revenue as a percent
of revenues. Such restrictions also reduce non-reimbursable travel, which lowers
operating expenses.

•Cash collections - A delay in client cash collections due to COVID-19's impact
on national reimbursement processes, and client focus on managing their own
organizations' liquidity during this time. This translates to lower cash flows
from operating activities, and a higher days sales outstanding metric. Lower
cash flows from operating activities may impact how we execute under our capital
allocation strategy.

•Capital expenditures - A decline in capital spending as certain capital projects are delayed or strategies evolve.



We believe the impact of COVID-19 on our results of operations for the first
quarter of 2020 was limited, due to the mid-March 2020 timing of when we
implemented changes to our business practices in response to COVID-19, and the
nature of the industry in which we operate. We believe the most significant
impact of COVID-19 on our business was in the second quarter of 2020, with the
impact beginning to moderate in subsequent periods but still persisting into
2021 due to some ongoing restrictive measures and certain regions dealing with
resurgences of cases.

While we expect a negative financial impact to continue for the rest of 2021, we
do not expect it to be as significant as 2020. The impact will continue to be
difficult to quantify as there are many factors that continue to be outside of
our control, so any forward looking statements that we make regarding our
projections of future financial performance; new solutions and services; capital
allocation plans; cost optimization and operational improvement initiatives; and
the expected benefits of our acquisitions, divestitures or other collaborations
are all subject to increased risks.

Operational Improvement Initiatives



The Company has continued to focus on leveraging the impact of our new operating
structure and identifying additional efficiencies in our business. We continue
to be focused on reducing operating expenses and generating other efficiencies
that are expected to provide longer-term operating margin expansion. We are
continuing our portfolio management, which includes ongoing evaluation of our
offerings, exiting certain low-margin businesses, and being more selective as we
consider new business opportunities. As part of our portfolio management, we
closed on the sale of certain of our business operations, primarily conducted in
Germany and Spain, in July 2020, and the sale of certain of our revenue cycle
outsourcing business operations in August 2020. We have also made the decision
to sell certain of our owned real estate. We expect to continue to evaluate and
potentially complete divestiture transactions that are strategic to our
operational
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improvement initiatives. We continue to be focused on ongoing identification of
opportunities to operate more efficiently and on achieving the efficiencies
without impacting the quality of our solutions and services and commitments to
our clients.

In the near term, we expect to incur expenses in connection with these efforts.
Such expenses may include, but are not limited to, consultant and other
professional services fees, employee separation costs, contract termination
costs, asset impairment charges, and other such related expenses. Expenses
recognized in the first nine months of 2021 and 2020 primarily related to
professional services fees, employee separation costs, and asset impairment
charges which are included in operating expenses in our condensed consolidated
statements of operations. We expect to incur additional expenses in connection
with these initiatives in future periods, which may be material.

Results Overview



Bookings, which reflects the value of executed contracts for software, hardware,
professional services and managed services, was $1.81 billion in the third
quarter of 2021, which is an increase of 23% compared to $1.47 billion in the
third quarter of 2020.

Revenues for the third quarter of 2021 increased 7% to $1.47 billion, compared to $1.37 billion in the third quarter of 2020.

Net earnings for the third quarter of 2021 decreased 51% to $176 million, compared to $357 million in the third quarter of 2020. Diluted earnings per share decreased 49% to $0.59, compared to $1.16 in the third quarter of 2020.



We had cash collections of receivables of $1.56 billion in the third quarter of
2021, compared to $1.43 billion in the third quarter of 2020. Days sales
outstanding was 76 days in the third quarter of 2021, compared to 77 days for
the second quarter of 2021 and 81 days for the third quarter of 2020. Operating
cash flows for the third quarter of 2021 were $435 million, compared to $382
million in the third quarter of 2020.


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Results of Operations

Three Months Ended September 30, 2021 Compared to Three Months Ended September 30, 2020

The following table presents a summary of our operating information for the third quarters of 2021 and 2020:



                                                                            % of                                      % of
(In thousands)                                         2021               Revenue                2020               Revenue              % Change

Revenues                                          $ 1,467,976                  100  %       $ 1,368,673                  100  %                   7  %
Costs of revenue                                      251,111                   17  %           231,889                   17  %                   8  %

Margin                                              1,216,865                   83  %         1,136,784                   83  %                   7  %

Operating expenses
Sales and client service                              651,010                   44  %           625,402                   46  %                   4  %
Software development                                  202,663                   14  %           186,826                   14  %                   8  %
General and administrative                            121,395                    8  %           116,816                    9  %                   4  %
Amortization of acquisition-related intangibles        16,874                    1  %            12,789                    1  %                  32  %

Total operating expenses                              991,942                   68  %           941,833                   69  %                   5  %

Total costs and expenses                            1,243,053                   85  %         1,173,722                   86  %                   6  %

Gain on sale of businesses                                  -                    -  %           216,869                   16  %

Operating earnings                                    224,923                   15  %           411,820                   30  %                 (45) %

Other income (loss), net                               (5,070)                                   48,020
Income taxes                                          (44,058)                                 (103,164)

Net earnings                                      $   175,795                               $   356,676                                         (51) %



Revenues & Backlog

Revenues increased 7% to $1.47 billion in the third quarter of 2021, as compared
to $1.37 billion in the same period of 2020. The following factors impacted the
year-over-year change in revenues:

•Increased implementation activity during the third quarter of 2021 within our
federal business, inclusive of ongoing projects with the U.S. Department of
Defense and the U.S. Department of Veterans Affairs. In the third quarter of
2021, 21% of our total revenues were attributable to our relationships (as the
prime contractor or a subcontractor) with U.S. government agencies, compared to
19% in the same period of 2020.

•The third quarter of 2021 includes a $45 million increase in revenues due to
contributions from our April 1, 2021 acquisition of the Kantar Health business.
We expect the acquired business to contribute approximately $50 million of
additional revenues over the remainder of 2021. Refer to Note (2) of the Notes
for further information regarding the Kantar Health acquisition.

Refer to Note (3) of the Notes for further information regarding revenues disaggregated by our business models.



Backlog, which reflects contracted revenue that has not yet been recognized as
revenue, was $13.12 billion at September 30, 2021, compared to $13.04 billion at
December 31, 2020. We expect to recognize 30% of our backlog as revenue over the
next 12 months.

We believe that backlog may not necessarily be a comprehensive indicator of
future revenue as certain of our arrangements may be canceled (or conversely
renewed) at our clients' option; thus contract consideration related to such
cancellable periods has been excluded from our calculation of backlog. However,
historically our experience has been that such cancellation provisions are
rarely exercised. We expect to recognize approximately $1.27 billion of revenue
over the next 12 months under currently executed contracts related to such
cancellable periods, which is not included in our calculation of backlog.
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Costs of Revenue

Costs of revenue as a percent of revenues were 17% in the third quarter of both 2021 and 2020.



Costs of revenue include the cost of reimbursed travel expense, sales
commissions, third-party consulting services and subscription content and
computer hardware, devices and sublicensed software purchased from manufacturers
for delivery to clients. It also includes the cost of hardware maintenance and
sublicensed software support subcontracted to the manufacturers. Such costs, as
a percent of revenues, typically have varied as the mix of revenue (software,
hardware, devices, maintenance, support, and services) carrying different margin
rates changes from period to period. Costs of revenue does not include the costs
of our client service personnel who are responsible for delivering our service
offerings. Such costs are included in sales and client service expense.

Operating Expenses

Total operating expenses increased 5% to $992 million in the third quarter of 2021, compared to $942 million in the same period of 2020.



•Sales and client service expenses as a percent of revenues were 44% in the
third quarter of 2021, compared to 46% in the same period of 2020. These
expenses increased 4% to $651 million in the third quarter of 2021, from $625
million in the same period of 2020. Sales and client service expenses include
salaries and benefits of sales, marketing, support, and services personnel,
depreciation and other expenses associated with our managed services business,
communications expenses, unreimbursed travel expenses, expense for share-based
payments, and trade show and advertising costs. The increase in sales and client
service expenses was primarily driven by expense contributions from the Kantar
Health business, which was acquired on April 1, 2021.

•Software development expenses as a percent of revenues were 14% in the third
quarter of both 2021 and 2020. Expenditures for software development include
ongoing development and enhancement of the Cerner Millennium® and HealtheIntent
platforms, as well as other key initiatives such as platform modernization, with
a focus on development of a software as a service platform. A summary of our
total software development expense in the third quarters of 2021 and 2020 is as
follows:

                                                               Three Months Ended
(In thousands)                                                2021           2020

Software development costs                                 $ 210,082      $ 198,565
Capitalized software costs                                   (73,773)       (71,525)
Capitalized costs related to share-based payments             (1,796)       

(1,792)


Amortization of capitalized software costs                    66,222        

61,578

Net realizable value charges (see Note (1) of the Notes) 1,928

-



Total software development expense                         $ 202,663      $ 

186,826





•General and administrative expenses as a percent of revenues were 8% in the
third quarter of 2021, compared to 9% in the same period of 2020. These expenses
increased 4% to $121 million in the third quarter of 2021, from $117 million in
the same period of 2020. General and administrative expenses include salaries
and benefits for corporate, financial and administrative staffs, utilities,
communications expenses, professional fees, depreciation and amortization,
transaction gains or losses on foreign currency, expense for share-based
payments, certain organizational restructuring and other expense. The increase
in general and administrative expenses was primarily driven by increased
employee separation costs, as further discussed in Note (1) of the Notes.

•Amortization of acquisition-related intangibles as a percent of revenues was 1%
in the third quarter of both 2021 and 2020. These expenses increased 32% to $17
million in the third quarter of 2021, from $13 million in the same period in
2020. Amortization of acquisition-related intangibles includes the amortization
of customer relationships, acquired technology, trade names, and non-compete
agreements recorded in connection with our business acquisitions. The increase
in amortization of acquisition-related intangibles is primarily due to
amortization of
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intangibles acquired in our April 1, 2021 acquisition of the Kantar Health
business. Refer to Note (2) of the Notes for further information regarding the
Kantar Health acquisition.

Gain on Sale of Businesses

On July 1, 2020, we sold certain of our business operations, primarily conducted
in Germany and Spain, to affiliates of CompuGroup Medical SE & Co. KGaA ("CGM"),
as a part of our portfolio management strategy. Such operations included the
associates, intellectual property, client contracts, other assets, and
liabilities related to our medico®, Selene®, Soarian Health Archive®, and
Soarian® Integrated Care solution offerings.

On August 3, 2020, we sold certain of our revenue cycle outsourcing business
operations to affiliates of R1 RCM Inc., as a part of our portfolio management
strategy. Such operations included the associates, client contracts, certain
other assets, and certain liabilities related to our commercial revenue cycle
outsourcing services business.

In the third quarter of 2020, we recognized a $217 million gain in connection with these divestiture transactions.

Non-Operating Items



•Other income (loss), net was a net loss of $5 million in the third quarter of
2021, compared to $48 million of income in the same period of 2020. The decrease
in 2021 is primarily attributable to the third quarter of 2020 including a $49
million gain recognized on the disposition of one of our equity investments.

•Our effective tax rate was 20.0% for the third quarter of 2021, compared to
22.4% for the same period of 2020. The decrease in the effective tax rate is
primarily due to the third quarter of 2020 including taxes associated with the
divestiture transactions discussed above. Refer to Note (8) of the Notes for
further discussion regarding our effective tax rate.

Operations by Segment



We have two operating segments: Domestic and International. The Domestic segment
includes revenue contributions and expenditures associated with business
activity in the United States. The International segment includes revenue
contributions and expenditures linked to business activity outside the United
States, primarily from Australia, Canada, Europe, and the Middle East. Refer to
Note (12) of the Notes for further information regarding our reportable
segments.

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The following table presents a summary of our operating segment information for
the third quarters of 2021 and 2020:

(In thousands)                                                   2021             % of Revenue              2020             % of Revenue           % Change

Domestic Segment
Revenues                                                    $ 1,285,488               100%             $ 1,230,769               100%                  4%

Costs of revenue                                                222,665                17%                 219,938                18%                  1%
Operating expenses                                              580,535                45%                 566,777                46%                  2%
Total costs and expenses                                        803,200                62%                 786,715                64%                  2%

Domestic operating earnings                                     482,288                38%                 444,054                36%                  9%

International Segment
Revenues                                                        182,488               100%                 137,904               100%                  32%

Costs of revenue                                                 28,446                16%                  11,951                9%                  138%
Operating expenses                                               70,472                39%                  58,626                43%                  20%
Total costs and expenses                                         98,918                54%                  70,577                51%                  40%

International operating earnings                                 83,570                46%                  67,327                49%                  

24%



Other costs and expenses, net                                  (340,935)                                  (316,430)                                    8%

Gain on sale of businesses                                            -                                    216,869

Consolidated operating earnings                             $   224,923                                $   411,820                                    (45)%



Domestic Segment

•Revenues increased 4% to $1.29 billion in the third quarter of 2021, from $1.23 billion in the same period of 2020. The following factors impacted the year-over-year change in Domestic revenues:

•Increased implementation activity during the third quarter of 2021 within our federal business, inclusive of ongoing projects with the U.S. Department of Defense and the U.S. Department of Veterans Affairs.

•The third quarter of 2021 includes a $21 million increase in revenues due to contributions from our April 1, 2021 acquisition of the Kantar Health business.

Refer to Note (3) of the Notes for further information regarding revenues disaggregated by our business models.



•Costs of revenue as a percent of revenues were 17% in the third quarter of
2021, compared to 18% in the same period of 2020. The lower costs of revenue as
a percent of revenues was primarily driven by the mix of revenues for the
quarters, inclusive of the third quarter of 2021 containing a higher percentage
of licensed software revenues, which caries a lower cost of revenue.

•Operating expenses as a percent of revenues were 45% in the third quarter of
2021, compared to 46% in the same period of 2020. These expenses increased 2% to
$581 million in the third quarter of 2021, from $567 million in the same period
of 2020. The increase in operating expenses was primarily driven by expense
contributions from the Kantar Health business, which was acquired on April 1,
2021.

International Segment

•Revenues increased 32% to $182 million in the third quarter of 2021, compared
to $138 million in the same period of 2020. The increase in revenues is
primarily due to a $24 million increase in revenues due to contributions from
our April 1, 2021 acquisition of the Kantar Health business. The remaining
increase is attributable to 2021 revenue growth across the majority of our
remaining International Segment operations. Refer to Note (3) of the Notes for
further information regarding revenues disaggregated by our business models.

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•Costs of revenue as a percent of revenues were 16% in the third quarter of
2021, compared to 9% in the same period of 2020. The higher costs of revenue as
a percent of revenues was primarily driven by the impact of the Kantar Health
business acquired on April 1, 2021.

•Operating expenses as a percent of revenues were 39% in the third quarter of
2021, compared to 43% in the same period of 2020. These expenses increased 20%
to $70 million in the third quarter of 2021, from $59 million in the same period
of 2020. The increase in operating expenses is primarily due to the April 1,
2021 acquisition of the Kantar Health business.

Other Costs and Expenses, Net



Operating costs and expenses not attributed to an operating segment include
expenses such as software development, general and administrative expenses,
share-based compensation expense, certain amortization and depreciation, certain
organizational restructuring and other expense. These expenses increased 8% to
$341 million in the third quarter of 2021, from $316 million in the same period
of 2020. The increase is primarily due to increased employee separation costs,
as further discussed in Note (1) of the Notes.

Nine Months Ended September 30, 2021 Compared to Nine Months Ended September 30, 2020

The following table presents a summary of our operating information for the first nine months of 2021 and 2020:



                                                                            % of                                      % of
(In thousands)                                         2021               Revenue                2020               Revenue              % Change

Revenues                                          $ 4,312,509                  100  %       $ 4,110,763                  100  %                   5  %
Costs of revenue                                      743,092                   17  %           698,268                   17  %                   6  %

Margin                                              3,569,417                   83  %         3,412,495                   83  %                   5  %

Operating expenses
Sales and client service                            2,004,263                   46  %         1,907,138                   46  %                   5  %
Software development                                  636,590                   15  %           551,101                   13  %                  16  %
General and administrative                            390,067                    9  %           391,000                   10  %                   -  %
Amortization of acquisition-related intangibles        45,956                    1  %            43,031                    1  %                   7  %

Total operating expenses                            3,076,876                   71  %         2,892,270                   70  %                   6  %

Total costs and expenses                            3,819,968                   89  %         3,590,538                   87  %                   6  %

Gain on sale of businesses                                  -                    -  %           216,869                    5  %

Operating earnings                                    492,541                   11  %           737,094                   18  %                 (33) %

Other income (loss), net                               (5,542)                                   78,247
Income taxes                                         (106,245)                                 (176,758)

Net earnings                                      $   380,754                               $   638,583                                         (40) %



Revenues & Backlog

Revenues increased 5% to $4.31 billion in the first nine months of 2021, as compared to $4.11 billion in the same period of 2020. The following factors impacted the year-over-year change in revenues:



•Increased implementation activity during the first nine months of 2021 within
our federal business, inclusive of ongoing projects with the U.S. Department of
Defense and the U.S. Department of Veterans Affairs. In the first nine months of
2021, 20% of our total revenues were attributable to our relationships (as the
prime contractor or a subcontractor) with U.S. government agencies, compared to
17% in the same period of 2020.

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•The first nine months of 2021 includes a $90 million increase in revenues due
to contributions from our April 1, 2021 acquisition of the Kantar Health
business. Refer to Note (2) of the Notes for further information regarding the
Kantar Health acquisition.

•The first nine months of 2021 includes a $44 million reduction in revenues due
to the sale of certain of our revenue cycle outsourcing business operations to
affiliates of R1 RCM Inc., on August 3, 2020.

•The first nine months of 2021 includes a $40 million reduction in revenues due
to the sale of certain of our business operations primarily conducted in Germany
and Spain to affiliates of CompuGroup Medical SE & Co. KGaA on July 1, 2020.

Refer to Note (3) of the Notes for further information regarding revenues disaggregated by our business models.

Costs of Revenue

Costs of revenue as a percent of revenues were 17% in the first nine months of both 2021 and 2020.



Operating Expenses

Total operating expenses increased 6% to $3.08 billion in the first nine months of 2021, compared to $2.89 billion in the same period of 2020.



•Sales and client service expenses as a percent of revenues were 46% in the
first nine months of both 2021 and 2020. These expenses increased 5% to $2.00
billion in the first nine months of 2021, from $1.91 billion in the same period
of 2020. The increase in sales and client service expenses was primarily driven
by a $68 million pre-tax charge recorded in the first nine months of 2021 in
connection with the designation of certain real estate assets as held for sale.
The remaining increase was was primarily driven by expense contributions from
the Kantar Health business, which was acquired on April 1, 2021. Refer to Note
(1) and Note (2) of the Notes for further information.

•Software development expenses as a percent of revenues were 15% in the first
nine months of 2021, compared to 13% in the same period of 2020. Expenditures
for software development include ongoing development and enhancement of the
Cerner Millennium and HealtheIntent platforms, as well as other key initiatives
such as platform modernization, with a focus on development of a software as a
service platform. A summary of our total software development expense in the
first nine months of 2021 and 2020 is as follows:

                                                               Nine Months Ended
(In thousands)                                                2021           2020

Software development costs                                 $ 633,367      $ 592,025
Capitalized software costs                                  (236,234)      (219,879)
Capitalized costs related to share-based payments             (6,443)       

(4,831)


Amortization of capitalized software costs                   196,319        

183,786

Net realizable value charges (see Note (1) of the Notes) 49,581

-



Total software development expense                         $ 636,590      $ 

551,101





•General and administrative expenses as a percent of revenues were 9% in the
first nine months of 2021, compared to 10% in the same period of 2020. These
expenses were relatively flat at $390 million in the first nine months of 2021,
compared to $391 million in the same period of 2020. General and administrative
expenses include certain charges incurred in connection with our operational
improvement initiatives, as further discussed above, and in the Notes. We expect
to incur additional expenses in connection with these efforts in future periods,
which may be material.

•Amortization of acquisition-related intangibles as a percent of revenues was 1%
in the first nine months of both 2021 and 2020. These expenses increased 7% to
$46 million in the first nine months of 2021, from $43 million in the same
period in 2020. The increase in amortization of acquisition-related intangibles
is primarily due to
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amortization of intangibles acquired in our April 1, 2021 acquisition of the
Kantar Health business. Refer to Note (2) of the Notes for further information
regarding the Kantar Health acquisition.

Gain on Sale of Businesses

The first nine months of 2020 includes a $217 million gain recognized in connection with the divestiture transactions described above.

Non-Operating Items



•Other income (loss), net was a net loss of $6 million in the first nine months
of 2021, compared to $78 million of income in the same period of 2020. The
decrease in 2021 is primarily attributable to the first nine months of 2020
including a $76 million gain recognized on the disposition of one of our equity
investments. The remaining difference is primarily attributable to increased
interest expense in the first nine months of 2021 from the $300 million of
Series 2020-A Notes we issued in March 2020 and the $500 million of Series 2021
Senior Notes we issued in March 2021.

•Our effective tax rate was relatively flat at 21.8% for the first nine months
of 2021, compared to 21.7% for the same period of 2020. Refer to Note (8) of the
Notes for further discussion regarding our effective tax rate.

Operations by Segment

The following table presents a summary of our operating segment information for the first nine months of 2021 and 2020:



(In thousands)                                                   2021             % of Revenue              2020             % of Revenue           % Change

Domestic Segment
Revenues                                                    $ 3,774,507               100%             $ 3,645,397               100%                  4%

Costs of revenue                                                660,584                18%                 638,284                18%                  3%
Operating expenses                                            1,797,466                48%               1,724,545                47%                  4%
Total costs and expenses                                      2,458,050                65%               2,362,829                65%                  4%

Domestic operating earnings                                   1,316,457                35%               1,282,568                35%                  3%

International Segment
Revenues                                                        538,002               100%                 465,366               100%                  16%

Costs of revenue                                                 82,508                15%                  59,984                13%                  38%
Operating expenses                                              206,794                38%                 182,594                39%                  13%
Total costs and expenses                                        289,302                54%                 242,578                52%                  19%

International operating earnings                                248,700                46%                 222,788                48%                  

12%



Other costs and expenses, net                                (1,072,616)                                  (985,131)                                    9%

Gain on sale of businesses                                            -                                    216,869

Consolidated operating earnings                             $   492,541                                $   737,094                                    (33)%



Domestic Segment

•Revenues increased 4% to $3.77 billion in the first nine months of 2021, from
$3.65 billion in the same period of 2020. The following factors impacted the
year-over-year change in Domestic revenues:

•Increased implementation activity during the first nine months of 2021 within
our federal business, inclusive of ongoing projects with the U.S. Department of
Defense and the U.S. Department of Veterans Affairs.

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•The first nine months of 2021 includes a $42 million increase in revenues due
to contributions from our April 1, 2021 acquisition of the Kantar Health
business.

•The first nine months of 2021 includes a $44 million reduction in revenues due
to the sale of certain of our revenue cycle outsourcing business operations to
affiliates of R1 RCM Inc., on August 3, 2020.

Refer to Note (3) of the Notes for further information regarding revenues disaggregated by our business models.

•Costs of revenue as a percent of revenues were 18% in the first nine months of both 2021 and 2020.



•Operating expenses as a percent of revenues were 48% in the first nine months
of 2021, compared to 47% in the same period of 2020. These expenses increased 4%
to $1.80 billion in the first nine months of 2021, from $1.72 billion in the
same period of 2020. The increase in operating expenses was primarily driven by
a $68 million pre-tax charge recorded in the first nine months of 2021 in
connection with the designation of certain real estate assets as held for sale.
The remaining increase was was primarily driven by expense contributions from
the Kantar Health business, which was acquired on April 1, 2021. Refer to Note
(1) and Note (2) of the Notes for further information.

International Segment

•Revenues increased 16% to $538 million in the first nine months of 2021, from $465 million in the same period of 2020. The following factors impacted the year-over-year change in International revenues:

•The first nine months of 2021 includes a $48 million increase in revenues due to contributions from our April 1, 2021 acquisition of the Kantar Health business.



•The first nine months of 2021 includes a $40 million reduction in revenues due
to the sale of certain of our business operations primarily conducted in Germany
and Spain to affiliates of CompuGroup Medical SE & Co. KGaA on July 1, 2020.

•The remaining difference is attributable to 2021 revenue growth across the majority of our remaining International Segment operations.

Refer to Note (3) of the Notes for further information regarding revenues disaggregated by our business models.



•Costs of revenue as a percent of revenues were 15% in the first nine months of
2021, compared to 13% in the same period of 2020. The higher costs of revenue as
a percent of revenues was primarily driven by the impact of the Kantar Health
business acquired on April 1, 2021.

•Operating expenses as a percent of revenues were 38% in the first nine months
of 2021, compared to 39% in the same period of 2020. These expenses increased
13% to $207 million in the first nine months of 2021, from $183 million in the
same period of 2020. The increase in operating expenses is primarily due to the
April 1, 2021 acquisition of the Kantar Health business.

Other Costs and Expenses, Net



These expenses increased 9% to $1.07 billion in the first nine months of 2021,
from $985 million in the same period of 2020. The increase is primarily due to
pre-tax charges of $50 million recorded in the first nine months of 2021 to
reduce the carrying amount of certain capitalized software development costs to
estimated net realizable value, as further discussed in Note (1) of the Notes.

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Liquidity and Capital Resources
Our liquidity is influenced by many factors, including the amount and timing of
our revenues, our cash collections from our clients and the amount we invest in
software development, acquisitions, collaborations, capital expenditures, and
our share repurchase and dividend programs.
Our principal sources of liquidity are our cash, cash equivalents (which
primarily consist of money market funds, time deposits and commercial paper with
original maturities of less than 90 days), short-term investments, borrowings
under our Credit Agreement and other sources of debt financing. At September 30,
2021, we had cash and cash equivalents of $460 million and short-term
investments of $323 million, as compared to cash and cash equivalents of $616
million and short-term investments of $442 million at December 31, 2020.

We have entered into a Credit Agreement with a syndicate of lenders that
provides for an unsecured $1.00 billion revolving credit loan facility, along
with a letter of credit facility up to $100 million (which is a sub-facility of
the $1.00 billion revolving credit loan facility). We have the ability to
increase the maximum capacity to $1.20 billion at any time during the Credit
Agreement's term, subject to lender participation and the satisfaction of
specified conditions. The Credit Agreement expires in May 2024. As of
September 30, 2021, we had outstanding revolving credit loans and letters of
credit of $600 million and $30 million, respectively; which reduced our
available borrowing capacity to $370 million under the Credit Agreement.

We have also entered into note purchase agreements pursuant to which we may issue and sell unsecured senior promissory notes to those purchasers electing to purchase. See Note (6) of the Notes for further information.



We believe that our present cash position, together with cash generated from
operations, short-term investments and, as appropriate, remaining availability
under our Credit Agreement and other sources of debt financing, will be
sufficient to meet anticipated cash requirements for the next 12 months.
The following table summarizes our cash flows in the first nine months of 2021
and 2020:

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