Omnicell Annual Report 2016

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FY2016 Annual Report · Omnicell

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

(cid:1) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

(cid:2) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

For the transition period from

Commission File No. 000-33043
OMNICELL, INC.
(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of
incorporation or organization)

94-3166458
(IRS Employer
Identification No.)

590 East Middlefield Road
Mountain View, CA 94043
(Address of registrant’s principal executive offices, including zip code)

(650) 251-6100
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

Common Stock, $0.001 par value

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. Yes (cid:1) No (cid:2)

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Act. Yes (cid:2) No (cid:1)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes (cid:1) No (cid:2)

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes (cid:1) No (cid:2)

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will

not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in
Part III of this Form 10-K or any amendment to this Form 10-K. (cid:2)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of ‘‘large accelerated filer,’’ ‘‘accelerated filer’’ and ‘‘smaller reporting company’’ in Rule 12b-2 of
the Exchange Act. (Check one):
Large accelerated filer (cid:1)

Smaller reporting company (cid:2)

Accelerated filer (cid:2)

Non-accelerated filer (cid:2)
(Do not check if a
smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes (cid:2) No (cid:1)
The aggregate market value of the registrant’s common stock, $0.001 par value, held by non-affiliates of the registrant as of
June 30, 2016 was $1.2 billion (based upon the closing sales price of such stock as reported on The NASDAQ Global Select Market on
such date) which excludes an aggregate of 1,188,479 shares of the registrant’s common stock held by officers, directors and affiliated
stockholders. For purposes of determining whether a stockholder was an affiliate of the registrant at June 30, 2016, the registrant has
assumed that a stockholder was an affiliate of the registrant at June 30, 2016 if such stockholder (i) beneficially owned 10% or more of
the registrant’s common stock and/or (ii) was affiliated with an executive officer or director of the registrant at June 30, 2016. Exclusion
of such shares should not be construed to indicate that any such person possesses the power, direct or indirect, to direct or cause the
direction of the management or policies of the registrant or that such person is controlled by or under common control with the
registrant.

As of February 22, 2017 there were 36,953,613 shares of the registrant’s common stock, $0.001 par value, outstanding.

Portions of the registrant’s definitive Proxy Statement for the 2017 Annual Meeting of Stockholders to be filed with the Securities

and Exchange Commission pursuant to Regulation 14A not later than 120 days after the end of the fiscal year covered by this
Form 10-K are incorporated by reference in Part III, Items 10-14 of this Form 10-K.

DOCUMENTS INCORPORATED BY REFERENCE

OMNICELL, INC.

TABLE OF CONTENTS

PART I
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1A. Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 1B. Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties
Item 2.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 3.
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART II
Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of

Item 6.
Item 7.

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 7A. Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 8.
Changes in and Disagreements with Accountants on Accounting and Financial
Item 9.

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9A. Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 9B. Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
PART III
Item 10.
Item 11.
Item 12.

Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . .
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships, Related Transactions and Director Independence . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page No.

5
29
49
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50
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51
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53
75
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78
78

79
79
79

Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Reports of Independent Registered Public Accounting Firms . . . . . . . . . . . . . . . .
OTHER

80
F-1

Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

S-1

Item 13.
Item 14.
PART IV
Item 15.

FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This annual report on Form 10-K contains forward-looking statements. The forward-looking statements

are contained principally in the sections entitled ‘‘Risk Factors’’ and ‘‘Management’s Discussion and
Analysis of Financial Condition and Results of Operations.’’ These statements involve known and unknown
risks, uncertainties and other factors which may cause our actual results, performance or achievements to be
materially different from any future results, performances or achievements expressed or implied by the
forward-looking statements. Forward-looking statements include, but are not limited to, statements about:

(cid:127) our expectations regarding our future product bookings, which consist of all firm orders, as evidenced
by a contract and purchase order for equipment and software and, generally, by a purchase order for
consumables. Equipment and software bookings are installable within 12 months and consumables
are generally recorded as revenue within one month;

(cid:127) our ability to acquire companies, businesses, products or technologies on commercially reasonable

terms and integrate such acquisitions effectively;

(cid:127) the extent and timing of future revenues, including the amounts of our current backlog, which

represents firm orders that have not completed installation and therefore have not been recognized as
revenue;

(cid:127) the size or growth of our market or market share;

(cid:127) the opportunity presented by new products, emerging markets and international markets;

(cid:127) our ability to align our cost structure and headcount with our current business expectations;

(cid:127) the operating margins or earnings per share goals we may set;

(cid:127) our ability to protect our intellectual property and operate our business without infringing upon the

intellectual property rights of others; and

(cid:127) our ability to generate cash from operations and our estimates regarding the sufficiency of our cash

resources;

In some cases, you can identify forward-looking statements by terms such as ‘‘anticipates,’’ ‘‘believes,’’

‘‘could,’’ ‘‘estimates,’’ ‘‘expects,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘plans,’’ ‘‘potential,’’ ‘‘predicts,’’ ‘‘projects,’’ ‘‘should,’’
‘‘will,’’ ‘‘would’’ and similar expressions intended to identify forward-looking statements. Forward-looking
statements reflect our current views with respect to future events, are based on assumptions and are subject
to risks and uncertainties. We discuss many of these risks in this annual report in greater detail in Part II—
Section 1A. ‘‘Risk Factors’’ below. Given these uncertainties, you should not place undue reliance on these
forward-looking statements. Also, forward-looking statements represent our estimates and assumptions only
as of the date of this annual report. You should also read this annual report and the documents that we
reference in this annual report and have filed as exhibits, completely and with the understanding that our
actual future results may be materially different from what we expect. All references in this report to
‘‘Omnicell,’’ ‘‘our,’’ ‘‘us,’’ ‘‘we,’’ or the ‘‘Company’’ collectively refer to Omnicell, Inc., a Delaware
corporation, and its subsidiaries. The term ‘‘Omnicell, Inc.,’’ refers only to Omnicell, Inc., excluding its
subsidiaries.

Except as required by law, we assume no obligation to update any forward-looking statements publicly,
or to update the reasons actual results could differ materially from those anticipated in any forward-looking
statements, even if new information becomes available in the future.

We own various trademarks, copyrights and trade names used in our business, including the following:

Omnicell(cid:3), the Omnicell logo, OmniRx(cid:3), OmniCenter(cid:3), OmniSupplier(cid:3), OmniBuyer(cid:3), SafetyStock(cid:3),
WorkflowRx(cid:4), OmniLinkRx(cid:4), Optiflex(cid:4), SinglePointe(cid:4), AnywhereRN(cid:4), Anesthesia Workstation(cid:4) ,
Savvy(cid:4), MTS Medication Technologies(cid:3), the MTS Medication Technologies logo, Medlocker(cid:3), AccuFlex(cid:3),

Autobond (cid:4), AutoGen (cid:4), easyBLIST(cid:4), Pandora(cid:3), OnDemand(cid:3), Multi-Med(cid:4), RxMap(cid:3), MTS-350 (cid:4),
MTS-400 (cid:4), MTS-500 (cid:4) SureMed, ROBOT-Rx(cid:3), MedCarousel(cid:3), MedShelf-Rx(cid:4), PROmanager-Rx(cid:4),
PACMED(cid:4), NarcStation(cid:4), PakPlus-Rx(cid:3), i.v.STATION(cid:4), i.v.SOFT(cid:3), Enterprise Medication Manager(cid:4),
XT Anesthesia Workstation(cid:4), Performance Center(cid:4), Time My Meds(cid:3) and Automation Decision
Support(cid:4). This report also includes other trademarks, service marks and trade names of other companies.
All other trademarks used in this report are trademarks of their respective holders.

ITEM 1. BUSINESS

Overview

PART I

We are a leading provider of comprehensive automation and business analytics software solutions

for patient-centric medication and supply management across the entire healthcare continuum, from
the acute care hospital setting to post-acute skilled nursing and long-term care facilities to the home.
More than 4,000 customers worldwide have used our Omnicell Automation and Analytics supply chain
and analytics solutions to help enable them to increase operational efficiency, reduce errors, deliver
actionable intelligence and improve patient safety. The acquisition of Aesynt Holding, L.P., Aesynt, Ltd.
and Aesynt Co¨operatief U.A. (collectively, ‘‘Aesynt’’) in the first quarter of 2016 contributes to the
distinct product capabilities, particularly in central pharmacy and IV robotics, creating the broadest
medication management product portfolio in the industry.

Omnicell Medication Adherence solutions, including our MTS Medication Technologies, SureMed
and Surgichem brands, provide innovative medication adherence packaging solutions designed to help
reduce costly hospital readmissions. The acquisition in the fourth quarter of 2016 of ateb Inc., and its
affiliate, Ateb Canada Ltd., (collectively, ‘‘Ateb’’), providers of pharmacy-based patient care solutions
and medication synchronization to independent and chain pharmacies, uniquely positions the Company
to support pharmacists as they implement and scale their adherence programs. Collectively, our
Medication Adherence solutions help enable over 32,000 institutional and retail pharmacies worldwide
to maintain high accuracy and quality standards in medication dispensing and administration while
optimizing productivity and controlling costs.

According to the U.S. Food and Drug Administration, medication errors cause at least one death

every day and injure approximately 1.3 million people annually in the United States. The healthcare
industry has become increasingly aware that human factors inevitably create the risk of medication
administration errors in the course of patient care. Acute care facilities are required to adhere to
medication regulatory controls that we believe cannot be adequately supported by manual tracking
systems or partially automated systems. Any nursing shortages would add an additional challenge to
acute care facilities to meet regulatory controls and improve patient safety while still providing
adequate patient care. Non-acute care facilities face similar safety challenges. In its 2003 ‘‘Adherence to
Long-Term Therapies-Evidence for Action’’ the World Health Organization stated that across diseases,
adherence is the single most important modifiable factor that compromises treatment outcome and
medication adherence is viewed as a key requirement for delivering better clinical outcomes and
financial results. The Centers for Medicare & Medicaid Services stated in 2012 that 11% of all hospital
admissions were related to medication non-adherence. In the United States, according to the Express
Scripts 2013 Drug Trend Report, avoidable healthcare costs add up to $213 billion, of which about
$105 billion is due to medication non-adherence. Levins & Associates estimated that to be
approximately $2,000 per patient annually.

We provide solutions to help healthcare systems and caregivers address these aforementioned
needs. We believe our solutions align us with the long-term trends of the healthcare market to manage
the health of patients across the continuum of care, and that our patient-centric medication and supply
management solutions help improve workflow efficiencies and patient outcomes.

Operating Segments and Products

Our business is organized into two operating segments distinguished by products based on

customer needs. The two operating segments are Automation and Analytics, and Medication
Adherence.

Automation and Analytics

The Automation and Analytics segment is organized around the design, manufacturing, selling and

servicing of medication and supply dispensing systems, pharmacy inventory management systems, and
related software. Our Automation and Analytics products are designed to enable our customers to
enhance and improve the effectiveness of the medication-use process, the efficiency of the medical-
surgical supply chain, overall patient care and clinical and financial outcomes of medical facilities.
Through modular configuration and upgrades, our systems can be tailored to specific customer needs.

Medication Adherence

The Medication Adherence segment primarily includes the development, manufacturing and selling
of consumable medication blister cards, packaging equipment, medication synchronization platform, and
ancillary products and services. These products are used to manage medication administration outside
of the hospital setting and include medication adherence products sold under the brand name MTS,
Surgichem, SureMed, Ateb and the Omnicell brand. MTS products consist of proprietary medication
packaging systems and related products for use by institutional pharmacies servicing long-term care and
correctional facilities or retail pharmacies serving patients in their local communities. Similarly,
Surgichem is a provider of medication adherence packaging systems and solutions to the United
Kingdom community and home care markets. The recently acquired Ateb is a provider of pharmacy-
based patient care and medication synchronization solutions to independent and chain pharmacies.

Financial Information by Segment

For information regarding our revenues, cost of revenues, gross profit and income from operations

by segment, see Note 13, Segment and Geographical Information, of the Notes to Consolidated
Financial Statements and Item 7, Management’s Discussion and Analysis of Financial Condition and
Results of Operations in this annual report.

Business Strategy

Our key business strategies include:

Further penetrating existing markets through technological leadership by:

(cid:127) consistently innovating our product and service offerings; and

(cid:127) maintaining our customer-oriented product installation process.

Increasing penetration of new markets, such as non-acute care and international markets by:

(cid:127) launching new products and technologies that are specific to the needs of those markets;

(cid:127) building and establishing direct sales, distribution or other capabilities when and where it is

appropriate;

(cid:127) partnering with companies that have sales, distribution or other capabilities that we do not

possess; and

(cid:127) increasing customer awareness of safety issues in the administration of medications.

3. Expanding our product offering through acquisitions and partnerships.

Our solutions are designed to provide everything the customer requires for installation and

maintenance of medication, medical and surgical supply control. Our vision of improving healthcare for

everyone has led us to take certain steps in the development of our business and our long term
approach to our market, such as:

(cid:127) Providing a full service, positive experience for our hospital customers in the solution sales

process, the timing and implementation of our product installations and the responsiveness of
our support services;

(cid:127) Delivering solutions that are designed to provide our customers with the best experience in the

healthcare industry, as measured by customer input and third party surveys;

(cid:127) Innovating products to address patient safety and cost-containment pressures facing healthcare

facilities while improving clinician workflow and overall operating efficiency;

(cid:127) Incorporating a broad range of clinical input into our product solution development to

accommodate needs ranging from those of institutional pharmacies and stand-alone community
hospitals to multi-hospital entities, health systems, and integrated delivery networks (‘‘IDNs’’);

(cid:127) Developing new solutions to enhance our customers’ existing systems and protect our customers’
investments by preserving, leveraging and upgrading their existing information systems, as well as
striving to provide integration of our products with the other healthcare information systems
used by our customers; and

(cid:127) Providing flexibility in our systems that can be tailored to specific customer needs through

modular upgrades, thereby protecting our customers’ investments.

We have developed or acquired numerous technologies that provide long-term solutions for our

customers. Our own product development activities have brought a number of innovative and
proprietary products to the market. Our fourth-generation Omnicell G4 hardware solutions on the
Unity platform, and our recently introduced XT Series Automatic Dispensing System help decrease the
risk of human error and save pharmacy time by eliminating the need for repetitive entry of drug
formularies in multiple systems. The Unity G4 and XT platforms are designed to help our customers
closely manage medication and supply inventory to reduce costs, comply with increasingly stringent
regulatory requirements and safeguard the patient.

Acquisitions

In addition to our own development, we have acquired products that extend patient safety controls

to a wider range of applications and departments in and out of the hospital setting. Our recent
acquisitions include MTS Medication Technologies (‘‘MTS’’) in 2012, Surgichem Limited (‘‘Surgichem’’)
in 2014, Mach4 Automatisierungstechnik GmbH (‘‘Mach4’’) and Avantec Healthcare Limited
(‘‘Avantec’’) in 2015 and Aesynt and Ateb in 2016. MTS extended our product line to include solutions
for Medication Adherence customers, Surgichem is a provider of medication adherence products in the
United Kingdom, Mach4 develops automated medication management systems to retail and hospital
pharmacy customers primarily in Europe, with additional installations in China, the Middle East and
Latin America, and Avantec is a distributor of medication and supply automation configurations of our
products suited to the United Kingdom marketplace, and has been the exclusive United Kingdom
distributor for our medication and supply automation solutions since 2005.

On January 5, 2016, we completed the acquisition of Aesynt, a leader in central pharmacy robotics

and IV compounding automation, which are two product areas where we had little or no market
penetration prior to the acquisition. Adding these two solution sets to the Omnicell portfolio was
intended to give us one of the most complete medication management offering in the industry. We now
are able to support customers who desire a centralized cartfill or nurse server medication distribution
model all the way to fully decentralized dispensing and hybrid combinations along that continuum. We
are also able to offer solutions for IV preparations, including oncology drugs, which is an area where

our combined customers have expressed significant interest. In addition, Aesynt has an experienced and
skilled workforce whose expertise complements our capabilities. Integrating our two product
development groups is expected to lead to innovation and the opportunity to help accelerate
innovation.

On December 8, 2016, we completed the acquisition of Ateb, a leading provider of pharmacy-
based patient care solutions and medication synchronization to independent and chain pharmacies
which is an area where we had no market penetration prior to the acquisition. Ateb’s Time My Meds(cid:3)
is an integrated medication synchronization program that improves pharmacy performance by providing
the foundation for the appointment-based model of medication refill pickup and consultation.
Medication synchronization is the first step in developing an adherence pharmacy, and acts as a natural
precursor to implementing additional adherence tools such as multi-medication blister packaging.
Combining Omnicell’s SureMed(cid:3) medication adherence packaging and related automation with Ateb’s
innovative patient engagement platform into one product portfolio uniquely positions the Company to
support pharmacists as they implement and scale their adherence programs.

Industry Background

The delivery of healthcare in the United States still relies on a significant number of manual and
paper-based processes. Most hospitals have deployed at least some automation solutions, but few have
deployed them throughout the entire institution or system. The use of manual and paper-based systems
in many hospital departments today results in highly complex and inefficient processes for tracking and
delivering medications and supplies. In addition, many existing healthcare information systems are
unable to support the modernization of healthcare delivery processes or address mandated patient
safety initiatives. These factors contribute to medical errors and unnecessary process costs across the
healthcare sector.

Healthcare providers and facilities are affected by significant economic pressures. Rising costs of

labor, prescription drugs and new medical technology all contribute to increased spending.
Governmental pressures surrounding healthcare reform have led to increased scrutiny of the cost and
efficiency with which healthcare providers deliver their services. These factors, combined with the
continuing consolidation in the healthcare industry, have increased the need for the efficient delivery of
healthcare in order to control costs.

Our Automation and Analytics products are sold worldwide to a wide variety of healthcare
institutions, but most of our sales are to acute care hospital customers in the United States. The U.S.
acute care hospital market is comprised of approximately 6,600 hospitals and other facilities with a total
capacity of approximately 953,000 acute care beds. We currently serve approximately 3,800 hospitals
and other facilities with total capacity of more than approximately 498,000 beds. Our customers include
single location community hospitals, government hospitals and regional and national hospital systems.

We also sell our Automation and Analytics products directly to non-acute care providers, which

include all healthcare facilities that are not hospitals. We estimate there are 50,000 facilities in the
United States that could use our Automation and Analytics products and few of them use our solutions
at this time.

Outside the United States, healthcare providers are increasingly aware of the benefits of

automation. Many governmental and private entities look to the progress made over the last several
years in the United States and are starting to invest significantly in information technology and
automation. The 2016 BCC Research report states that worldwide inpatient pharmacy automation
revenue growth in our industry is expected to be 7.9% between 2016 and 2021. We sell our Automation
and Analytics products in a variety of countries, but to date we have focused our sales efforts in
Canada, the United Kingdom, China, and the EMEA region. Our international customer base includes
nearly 350 customers that utilize our automation and analytics products.

We primarily sell our Medication Adherence products to institutional and retail pharmacies. In the

United States, where approximately 72% of our Medication Adherence business occurs, the market is
comprised of approximately 4,000 institutional pharmacies operated by approximately 1,500 companies
that service over approximately 50,000 long-term care facilities. According to a November 2015 report
by IMS Healthcare, Inc. (‘‘IMS’’), an independent third party provider of information to the
pharmaceutical and healthcare industry, global pharmaceutical spending is expected to grow at a
compound annual rate of 4% to 7% annually through 2020. Spending levels are driven by branded
drugs primarily in developed markets, like the United States, along with the greater use of generic
drugs in emerging markets, including such countries as India, China and Brazil. Furthermore, IMS also
concluded in their research that, by 2020, technology will enable better patient engagement and
interaction to accelerate behavioral change for better medication adherence. In addition to medication
control at long-term care facilities, our multi-medication products provide packaging that simplifies the
process for individuals providing self-care to track and administer medications in domestic and global
markets. Our acquisition of Ateb allows us to increase our capabilities to support pharmacies in
synchronizing scripts for multimed packaging and patient engagement for better adherence.

Key Industry Events and Reports

Legislation and industry guidelines, such as those produced by the U.S. Food and Drug
Administration (‘‘FDA’’), the Joint Commission, U.S. Pharmacopial Convention (the ‘‘USP’’), the
Institute for Safe Medication Practices (‘‘ISMP’’), as well as the desire of healthcare organizations to
improve quality and avoid liability, have driven health system facilities to prioritize investment in capital
equipment, including pharmacy automation, which are a standard of care, to improve patient safety.
Such reports and regulatory standards include the following:

In 2016, the USP finalized a set of guidance known as USP 800 to address hazardous drug

handling in health care settings. The regulations deal with transport, storage, compounding,
preparation, and administration of intravenous products. Changing work practices and administrative
controls to comply with these requirements will increase both staff and patient safety.

(cid:127) IMSP’s 2016-2017 best practices for hospitals include using technology to assist in the

medication verification process (e.g., barcode scanning verification of ingredients, gravimetric
verification, robotics, IV workflow software) to augment the manual processes. It is important
that processes are in place to ensure the technology is maintained, the software is updated, and
that the technology is always used in a manner that maximizes the medication safety features of
these systems.

(cid:127) A 2016 Joint Commission survey of ambulatory care organizations revealed one of the most
cited standards for non-compliance is having a practice of safely storing medications. These
facilities continue to need processes in place, such as medication security, transport, storage, and
administration.

(cid:127) The Drug Supply Chain Security Act was signed into law by the President in 2013 (Title II of

Public Law 113-54) as a way to identify and trace medications. Organizations participating in the
medication supply chain will need to comply beginning in 2017, with full traceability complete by
2023. This will require a product identifier carrying information including serial number, lot
number, and expiration date. Trading partners (manufacturers, wholesalers, dispensers,
repackagers) will be able to share data regarding the status and movement of medications
throughout the supply chain.

(cid:127) In 2012, the Joint Commission updated its medication management standards which includes the
requirement that medication storage is designed to assist in maintaining medication integrity,
promote the availability of medications when needed, minimize the risk of medication diversion,
and reduce potential dispensing errors.

(cid:127) In 2010, the FDA updated its guidance that requires linear bar codes on most prescription

drugs. Drug manufacturers, re-packagers, re-labelers and private label distributors are subject to
the rule. The FDA estimated that the bar code rule, once implemented, would result in a 50%
reduction in medication errors, 500,000 fewer adverse drug events over the subsequent 20 years,
$93 billion in cost savings and other economic benefits.

(cid:127) In 2002, the Joint Commission established the National Patient Safety Goals (‘‘NPSG’’) program.
In 2010, NPSG 03.04.01, National Patient Safety Goal on Labeling Medications, required the
labeling of all medications, medication containers (syringes, medicine cups, basins, etc.) and
other solutions on and off the sterile field in perioperative and other procedural setting.

While the overall storage and security of medications in hospitals has improved, recent years show

increased focus on controlled substance management. Joint Commission surveyors are seeking more
documentation from hospitals demonstrating policies and procedures are adequate.

Medication non-adherence is extremely common. According to research by Osterberg and Blaschke

published in the New England Journal of Medicine, more than half of the 3.2 billion prescriptions
dispensed annually in the United States are not taken as prescribed, and according to numerous
studies, the same non-adherence rate exists for chronic disease medications. Poor adherence results in
significant morbidity, mortality and avoidable healthcare costs. With more than 30 million Americans
taking five or more maintenance medications daily, pharmacists need ways to support the arduous task
of keeping patients compliant. According to the World Health Organization, ‘‘although these
medications are effective in combating disease, their full benefits are often not realized because
approximately 50% of patients do not take their medications as prescribed’’. According to a study
performed by IMS Institute for Healthcare Informatics each year, the avoidable cost of poor
medication adherence is estimated at more than $105 billion in the United States alone.

Medication adherence can be improved through attitudinal and behavioral changes, which

pharmacists can encourage and help facilitate by providing interventional support, including adherence
tools, such as blister cards. A 2011 study by CVS Caremark published in Health Affairs concluded that
the medical cost per patient with chronic vascular disease was $13,000 to $39,000, annually, and
patients who take medications as directed by physician experienced medical savings ranging from $1,900
to $8,900, annually. The study also found that these patients experienced fewer emergency room visits
and inpatient hospital stays. Additionally, eighteen states in the United States have passed laws or
regulations to improve the medication adherence.

Healthcare Reform

In 2010, the U.S. Congress passed the Patient Protection and Affordable Care Act (‘‘PPACA’’),

which prescribes broad-based measures designed to provide healthcare to a greater percentage of the
population. Even though the future of PPACA is unclear with the current administration, healthcare
reform has set in motion the need for increased efficiency in order to provide high-quality healthcare at
the lowest possible cost. Accordingly, in our annual tracking of pharmacy and nursing leadership
mindshare, operational efficiencies in medication distribution and administration continue to be a top
priority.

We believe our products assist healthcare organizations augment their investments in Electronic

Health Record (‘‘EHR’’) implementation and integration by allowing them to reduce process steps,
eliminate manual tracking and waste, enable population-level performance insights, track quality levels
and reduce errors that result in unnecessary cost. Our Unity G4 and XT platforms include an
automated dispensing system that is Modular EHR stage 2 certified and works with all ‘‘hospital
information system vendors,’’ as defined by the U.S. Department of Health and Human Services Office
of National Coordinator for Health Information Technology. Our Omnicell Analytics solution provides
enterprise-level insights that can assist in monitoring hospital performance and quality of care. In

addition, with our recent acquisition of Aesynt, the solutions provided by the Enterprise Medication
Manager software products give the customer the power to optimize the pharmacy supply chain with
tools that help manage their inventory and minimize the cost of expiring medications.

Automation and Analytics Products and Services

Our Automation and Analytics products are designed to enable our customers to enhance and

improve the effectiveness of the medication-use process, the efficiency of the medical-surgical supply
chain, overall patient care and clinical and financial outcomes of medical facilities. Through modular
configuration and upgrades, our systems can be tailored to specific customer needs. From the point at
which a medication arrives at the hospital receiving dock until the time it is administered to the
patient, our systems are capable of storing, packaging, bar coding, ordering and issuing the medication,
as well as providing information and controls on its use and reorder. Our medication-use product line
includes systems for medication dispensing in acute care nursing departments, central pharmacy
automation, physician order management and nursing workflow automation at the bedside. Our supply
product lines provide healthcare facilities with cost data that enables detailed quantification of charges
for payer reimbursement, inventory management, implant monitoring and the timely reordering of
supplies. These products range from industrial-grade software-driven carousels for managing large
amounts of inventory in the central pharmacy to high-security closed-cabinet systems and software to
open-shelf and combination solutions in the nursing unit, catheterization lab and operating room. We
also provide services, including customer education and training, to help customers to optimize their
use of our technology.

Our analytics solution allows pharmacists and materials managers to more easily manage inventory

flow, tracking and optimization, and aids in the detection and identification of those engaged in
narcotics diversion within the acute care facility.

Medication-Use Products

Our medication-use product line includes our Omnicell(cid:3) XT Automated Dispensing Cabinets,

SinglePointe(cid:4) Patient Medication Management Software, Anywhere RN(cid:4) Remote Medication
Management Software, Omnicell Analytics and Pandora(cid:3) Analytics, Savvy(cid:4) Mobile Medication
Workstation, OmniLinkRx(cid:4) Medication Order Management System, WorkflowRx(cid:4) Inventory
Management Software, Central Pharmacy Manager and Satellite Pharmacy Manager, Controlled
Substance Manager, Anesthesia Workstation(cid:4) and advanced interoperability products. To provide our
customers with end-to-end medication control, our product line incorporates bar code technology
throughout. Our solutions incorporate software, which we believe is the most advanced on the market

today, and our Unity enterprise platform integrates disparate systems onto a single server. Each of the
products in our medication-use solution suite is summarized in the table below.

Product

Use in Hospital

Description

Any nursing area in a
hospital department that
administers medications

Secure dispensing system that automates the
management and dispensing of medications at the
point of use.

Omnicell Automated

Dispensing Cabinets
(XT Series, G4, and
Acudose)

SinglePointe Patient

Medication Management
Software

Anywhere RN Remote

Medication Management
Software & Embedded
Electronic Health
Record (EHR)
Interoperability /
Functionality

Any nursing area in a
hospital department that
administers medications

Omnicell Analytics &
Pandora Analytics

Savvy Mobile Medication

Workstation

OmniLinkRx Medication
Order Management
System

WorkflowRx Inventory
Management System

Hospital central pharmacy
and general hospital
management
Any nursing area in a
hospital department that
administers medications

Hospital central pharmacy

Central Pharmacy Manager Hospital central pharmacy

and Satellite Pharmacy
Manager

Controlled Substance

Hospital central pharmacy

Manager

Anesthesia Workstation

Operating room

Nursing Floor Solutions

Software product for use in conjunction with the
automated dispensing cabinet product that controls
medications on a patient-specific basis, allowing
automated control of up to 100% of the medications
used in a hospital.
Software that allows nurses to remotely queue or
waste medications from the automated dispensing
cabinets from virtually any workstation in the hospital.
Omnicell has worked with leading EHR vendors
including Cerner and Epic to embed Anywhere RN
functionality directly into their applications for a
seamless user experience. Closed-Loop Dosing
Accountability automatically identifies variances
between medications dispensed from the cabinet
versus medications documented as administered
and/or wasted.
Advanced reporting and data analytics tools.

Mobile wireless computer and dispensing system that
provides a platform for hospital information systems
and a convenient and secure method for nurses to
move medication and supplies
Prescription routing system that allows nurses and
doctors to scan handwritten prescription orders for
electronic delivery to pharmacists for approval and
filling.
Automated pharmacy storage, retrieval and packaging
systems.
Automated pharmacy storage and retrieval system for
managing inventory in central and satellite pharmacy
locations.
Controlled substance inventory management system.

Secure dispensing system for the management of
anesthesia supplies and medications.

Omnicell XT Automated Dispensing Cabinet is the core of our medication control solutions. The

cabinet automates the management and dispensing of medications at the point of use. It features
biometric fingerprint identification, advanced single-dose dispensing, bar code confirmation, integrated
medication label printing and a wide range of drawer modules enabling the establishment of various
security levels. Software features of the automated dispensing system include patient profiling,
notification of medications due, a variety of security features, waste management, clinical pharmacology
and integration with an Internet browser for clinical reference information. The system is highly
configurable to allow the pharmacist the capability to tailor the usage of the system to specific
regulatory controls and workflows.

SinglePointe is a software extension to the automated dispensing cabinet that allows pharmacists to

automate the distribution of patient-specific medications, enabling control of up to 100% of all
medications through the automated dispensing system. Controlling patient-specific medications through
the cabinet extends the benefits of automated medication distribution, including increased patient
safety, consistency in tracking and inventory control, simplification of procedures and improved
monitoring of controlled substances to a broader range of the medication distribution process in the
hospital.

AnywhereRN solution is a software that allows nurses to operate the automated dispensing cabinets
from virtually any remote workstation within the hospital. This software enables enhanced workflow for
nurses such that they are no longer limited to being directly in front of the cabinet to perform certain
medication administration functions. AnywhereRN is intended to reduce nurse distractions in the
medication administration process, allowing cabinet operations to be done in private or quieter areas.
AnywhereRN is also intended to eliminate congestion at the cabinet by minimizing nurse queuing to
withdraw medications. Embedding Anywhere RN functionality in the Electronic Health Record (EHR)
helps to reduce errors and provide safer medication management processes, streamlines the medication
administration process and allows nurses to spend more time on patient care.

Omnicell Analytics and Pandora Analytics solutions are comprised of reports and analytical
software for medication diversion detection, customizable user options, hospital inventory management
controls, point-of-care data analytics and financial optimization. Omnicell Analytics is a new web-based
diversion analytics tool that streamlines the process of managing potential drug diversion across the
health system. Omnicell Analytics and Pandora Analytics are designed to assist hospitals in their efforts
to improve patient safety and regulatory compliance and reduce costs.

Savvy Mobile Medication Workstation provides a mobile workstation for nurses, equipped with

locking drawers for secure transportation of medications and patient supply items. It incorporates
Anywhere RN software. Savvy allows both tracking and physical control of medications to be extended
to the patient bedside. The Savvy Mobile Medication Workstation is designed to provide efficient
workflow support, allowing nurses to remotely access the automated dispensing cabinet using
AnywhereRN, saving nursing time and minimizing the risk of interruptions to enhance patient safety.
This same mobile solution can be used to access hospital applications, including electronic medical
records and electronic medication administration records.

Central Pharmacy Solutions

OmniLinkRx is a physician order software product that automates communication between nurses

and the pharmacy. Used in the central pharmacy, the OmniLinkRx solution simplifies the
communication of handwritten physician orders from remote nursing stations to the pharmacy.

WorkflowRx is an automated storage, retrieval, inventory management and repackaging system for
the central pharmacy. It is designed to help pharmacists ensure that the right medications are stored in
and retrieved from proper locations, both in the central pharmacy and in automated dispensing
cabinets.

Central Pharmacy Manager and Satellite Pharmacy Manager are integrated systems that automate

management and storage of pharmacy inventory. Central Pharmacy Manager automates inventory
management in the central pharmacy, helping to reduce inventory costs and save staff time on ordering
and receiving processes. Central Pharmacy Manager may be deployed in an open environment or used
in conjunction with carousels. Satellite Pharmacy Manager gives pharmacists managing satellite
locations visibility into inventory levels and costs at the remote sites within their health system. In
addition to utilizing a barcode scanning system, Central Pharmacy Manager may also be deployed on a
storage and retrieval carousel. Bar code administration through the solution is designed to help ensure
that medications are stocked correctly from their point of entry into the healthcare facility. Labeling
medications with bar codes using a repackaging system enables bedside medication administration
solutions to perform bar code checking at the patient bedside.

Controlled Substance Manager provides perpetual inventory management and an automated audit

trail to help the pharmacy efficiently comply with regulatory standards for controlled substances. The
Controlled Substance Manager software, coupled with our automated dispensing technology, enables
healthcare facilities to track, monitor and control the movement of controlled substances from the
point of initial receipt from the wholesaler throughout internal distribution. Controlled Substance
Manager maintains a perpetual item inventory and complete audit using integrated bar code technology
with both fixed and portable scanners. Bar coded forms and labels may also be generated directly from
the Controlled Substance Manager system.

ROBOT-Rx(cid:3), a leading hospital pharmacy robotics system, is used to automate the drug dispensing

process for patients and automated dispensing cabinets. Using bar-code scanning technology,
ROBOT-Rx can automate the storage, dispensing, returning, restocking and crediting of more than
90% of a hospital’s daily unit-dose medications. ROBOT-Rx helps prevent dispensing errors, manages
unit dose inventory, increases productivity, and frees pharmacists and technicians to support more
productive clinical activities.

The MedCarousel(cid:3) system enables a hospital pharmacy to consolidate and manage medication
inventory in the pharmacy and throughout the hospital, while helping in increase medication filling
accuracy, reducing waste, increasing inventory turns and improving workforce performance.
MedCarousel automates the processes of automated dispensing cabinet replenishment and dispensing
of patient-specific first dose and scheduled medications.

MedShelf-Rx(cid:4) is a software-only solution that allows hospitals to apply bar-code scanning and
perpetual inventory management processes to existing inventory locations, such as pick stations and
refrigerated inventories, providing increased accuracy, efficiency and patient safety. MedShelf-Rx
maintains perpetual inventory levels and provides expiration date tracking, cycle counting, and order
creation and receipt. MedShelf-Rx is also helpful for extending inventory management to offsite clinics
and satellite pharmacies.

PROmanager-Rx(cid:4) is a bar-code-driven robotics system designed to fully automate the storing,
dispensing, returning and crediting of manufacturer packaged, oral-solid unit doses. PROmanager-Rx is
a compact system that stores up to 12,000 doses and uses bar-code scanning of every dose, along with
sophisticated dispensing and inventory management software. PROmanager-Rx helps relieve
pharmacies of the error potential, pharmacist verification requirements, and other costs associated with
in-house packaging.

PACMED(cid:4) is an automated, intelligent, high-throughput device for bar-coding, packaging and

dispensing oral solid medications. Scalable to the needs of any pharmacy with models equipped with
100 to 500 medication canisters, and requiring minimal operator interaction, PACMED can be
interfaced to pharmacy information systems and automated dispensing cabinet systems. PACMED
produces strips of bar-coded unit-dose currently, multi-dose and batch-mode packages for replenishing
carts, cabinets, multiple sites and pharmacy stock.

NarcStation(cid:4) automated dispensing system provides secure storage, control and tracking of
controlled medications so nurses have ready access, while pharmacy maintains oversight to help prevent
narcotic diversion. Comprised of a software tracking system and optional secure narcotic vaults,
NarcStation helps hospitals maintain record-keeping, reporting and transaction data for all controlled
substances—from the wholesaler to the nursing unit. Automated ordering (including integration with
the DEA’s Controlled Substance Ordering System), filling and reporting drives efficiencies, while the
electronic capture of data supports regulatory requirements and aids compliance.

PakPlus-Rx(cid:3) is a professionally managed, on-site packaging service that provides dedicated

company resources, technology and consumables, along with professional management, to meet a
hospital’s bar-coded, unit-dose medication requirements. PakPlus-Rx help increase packaging

productivity, helping hospitals to streamline inventory and deliver readable bar-coded unit dose
medications that support automation and Bar-Code Medication Administration (BCMA) initiatives.

Fulfill-RxSM software automates inventory reordering, receipt and replenishment; minimizes
medication-related expenditures; simplifies inventory reporting and valuation; and increases productivity
of scarce labor. The software enables unique, two-way electronic data interchange between Omnicell
pharmacy automation solutions and McKesson Health Systems distribution centers.

Operating Room Solutions

Anesthesia Workstation solution is a system for the management of anesthesia supplies and
medications. The system is tailored for the workflow of the clinician working in the operating room.
The Anesthesia Workstation incorporates ergonomics to enhance the particular workflows inherent to
the operating room and unique software to better handle case management in the procedural areas.

Medical and Surgical Supply Products

Our medical and surgical supply products provide acute care hospitals control over consumable
supplies critical to providing quality healthcare. These solutions provide inventory control software that
is designed to ensure that critical supplies are always stocked in the right locations. At the same time,
usage tracking helps hospital administrators to ensure that money is not wasted on excessive stores of
supplies and helps optimize reimbursement by improving charge capture.

Implantable tissue and bone grafts can also be monitored and tracked for additional patient safety

and regulatory compliance. The bone and tissue features are integrated with our overall medical and
surgical supply chain inventory management and charge capture systems. These solutions are designed
for use in the materials management department, the nursing unit and specialty areas such as the
catheterization lab and the operating room. They integrate with other information management systems
and use bar code technology extensively.

Our supply product line includes the Omnicell Supply Management System, Omnicell Tissue

Center, OptiFlex MS, OptiFlex SS, and OptiFlex CL. Each of these products is summarized in the
table below;

Product

Use in Hospital

Description

Omnicell Supply

Management System

Any nursing area in a
hospital department that
uses patient care supplies

An automated dispensing system that automates
the management and dispensing of medical and
surgical supplies at the point of use. It works with
closed Omnicell cabinets and open shelving.

Omnicell Tissue Center

Perioperative areas of the
hospital

OptiFlex Medical
Surgical (MS)

Any nursing area in a
hospital department that
administers supplies

OptiFlex Surgical
Services (SS)

Perioperative areas of the
hospital

OptiFlex Cath Lab (CL)

Procedure areas in the
hospital including the
cardiac catheterization
lab

System for the management of the chain of custody
for bone and tissue specimens from the donor to
the patient in the operating room.

System for the management of medical and surgical
supplies that provides the flexibility of using bar
code control in an open shelf or closed cabinet
environment.

Specialty modules for the perioperative areas.

Specialty modules for the cardiac catheterization
lab and other procedure areas.

Omnicell Supply Management System is a dispensing system that runs off the OmniCenter(cid:3)

server. It dispenses and tracks medical and surgical supplies at the point of use, and tracks lot and
serial numbers. The system can be used with either open shelves or secure automated dispensing
cabinets, or a combination of both. Areas that require the management of high volume/low dollar
inventory as well as areas where space restrictions limit the ability to install closed cabinets and other
areas such as off-site clinics may benefit from an open shelf system that includes a touchscreen PC,
scanner or mobile solution. When Omnicell cabinets are used, facilities can choose to implement a
hybrid cabinet that stores both medications and supplies.

Omnicell Tissue Center used in conjunction with the OptiFlex platform, allows the operating room

staff to manage the chain of custody for bone and tissue specimens from the donor to the patient in
the operating room. This solution enables compliance with The Joint Commission requirements and
Association of Operating Room Nurses guidelines regarding the handling of tissue specimens.

OptiFlex Medical Surgical (MS) provides control over general medical and surgical supplies stored

in open shelves or in automated dispensing cabinets.

OptiFlex Surgical Services (SS) manages supplies and preference cards in the perioperative areas

whether the supplies are stored on open shelves or in automated dispensing cabinets. The
preference-list system creates a unique bar code for each surgical case, based on physician, procedure
and patient and provides information on the case for data analysis, reporting including real-time case
cost and charge capture. The Catheter Module is designed to be integrated into the Omnicell supply
cabinet to secure, dispense and automatically track catheter usage.

OptiFlex Cath Lab (CL) manages supplies and creates cases in the cardiac catheterization lab,
interventional radiology suite and other procedure areas. This solution allows real-time point-of-use
data collection and accurate supply tracking regardless of whether supplies are stored on open shelves
or in automated dispensing cabinets. It also improves cost management through automated charge
capture and case profiling by the physician. Bar code scanning captures lot, serial numbers, and
expiration date, providing quick access in the event of a product recall. The Catheter Module is
designed to be integrated into the Omnicell supply cabinet and allows hospitals to secure, dispense and
electronically track accurate catheter usage.

Other Automation and Analytics Products and Services

Omnicell Interface Software provides interface and integration between our medication-use
products or our supply products and a healthcare facility’s in-house information management systems.
Interface software is designed to provide integration and communication of patient data, logistical data,
inventory information, charge capture and billing information and other healthcare database
information.

Services include customer education and training and maintenance and support services, provided

on a time-and-material basis. We also provide fixed period service contracts to our customers for
post-installation technical support with phone support, on-site service, parts and access to software
upgrades. On-site service is provided by our field service team.

IV Solutions

i.v.STATION(cid:4) prepares and dispenses ready-to-administer, non-hazardous admixtures. With this

advanced technology, a user can address the highest-risk aspects of their pharmacy through an
automated process that is safer and more accurate than manual compounding.

i.v.STATION(cid:4) ONCO was specifically designed to meet the unique challenges surrounding
oncology care and other toxic, patient-specific preparations. This technology helps improve safety for
the patient and the operator, and can enhance efficiency in overall pharmacy operations.

i.v.SOFT(cid:3) portfolio enables clinicians to manage and control both their automated and manual IV

operations, and is scalable to support multiple products and locations.

Retail and Hospital automation outside the United States:

Mach4 Pharma Systems Medimat is a robotic dispensing system for handling the stocking and

retrieval of boxed medications. The system is configurable and may include automated stocking, high
capacity storage, high retrieval speed storage, and conveyance automation. Mach4 robotic dispensing
systems help eliminate the tedious tasks of handling medications, provide accurate inventory tracking,
reduce patient wait time, reduce pharmacy operating costs, and increase time allotted available for a
pharmacist to spend with patients.

Enterprise Software

Enterprise Medication Manager(cid:4) actively drives the pharmacy automation in the hospital and
across the health system to help ensure the right medications are delivered as ordered-without excess
inventory. Enterprise Medication Manager minimizes system-wide inventories, increase responsiveness
to medication shortages and reduce expired medications, while freeing pharmacy staff to focus clinical
care. This software is now part of the Performance CenterTM, a combination of software and services to
aid health systems in improving the performance of their enterprise pharmacy operations and ensure
that they realize the full value of their automation investment.

Automation Decision Support(cid:4) provides important performance data for hospitals to make
informed business decisions. Powered by Horizon Business Insight, this advanced analytics solution
combines and organizes data from Aesynt solutions into powerful graphic views. Managers see a
holistic view of medication inventory, helping to improve productivity and enhance monitoring of
potential diversion.

Besides the products above, Omnicell offers customer education and training, as well as, fixed

period service contracts for post-installation technical support, on-site service, parts and access to
software upgrades.

Product

Use in Hospital

Description

Automation Decision

Support(cid:4)

Hospital Central
Pharmacy

ROBOT-Rx(cid:3)

Hospital Central
Pharmacy

An analytical solution that provides important
performance data essential for hospitals to make
informed business decisions. Powered by Horizon
Business Insight, this advanced analytics solution
combines and organizes data from Aesynt
solutions into powerful graphic views. Managers
see a holistic view of medication inventory,
helping to improve productivity and enhance
monitoring of potential diversion.

A leading hospital pharmacy robotics system that
is used to automate the drug dispensing process
for patients and automated dispensing cabinets.
Using bar-code scanning technology, ROBOT-Rx
automates the storage, dispensing, returning,
restocking and crediting of more than 90% of a
hospital’s daily unit-dose medications.
ROBOT-Rx helps prevent dispensing errors,
manages unit dose inventory, increases
productivity, and frees pharmacists and
technicians to support more productive clinical
activities.

Product
The MedCarousel(cid:3)

system

Use in Hospital

Hospital Central
Pharmacy

PROmanager-Rx(cid:4)

Hospital Central
Pharmacy

PACMED(cid:4)

Hospital Central
Pharmacy

NarcStation(cid:4)

Hospital Central
Pharmacy

Description

An automation solution that enables a hospital
pharmacy to consolidate and manage medication
inventory in the pharmacy and throughout the
hospital, while increasing medication filling
accuracy, reducing waste, increasing inventory
turns and improving workforce performance.
MedCarousel automates the processes of
automated dispensing cabinet replenishment and
dispensing of patient-specific first dose and
scheduled medications. When used with other
Omnicell solutions, MedCarousel integrates to
provide an optimal solution for the central
pharmacy.

A bar-code-driven robotics system that is
designed to fully automate the storing,
dispensing, returning and crediting of
manufacturer packaged, oral-solid unit doses.
PROmanager-Rx is a compact system that stores
up to 12,000 doses and uses bar-code scanning
of every dose, along with sophisticated
dispensing and inventory management software.
PROmanager-Rx helps relieve pharmacies of the
error potential, pharmacist verification
requirements, and other costs associated with
in-house packaging.

An automated, intelligent, high-throughput
device for bar-coding, packaging and dispensing
oral solid medications. Scalable to the needs of
pharmacies with models equipped with 100 to
500 medication canisters, and requiring minimal
operator interaction, PACMED can be interfaced
to pharmacy information systems and automated
dispensing cabinet systems. PACMED produces
strips of bar-coded unit-dose, multi-dose and
batch-mode packages for replenishing carts,
cabinets, multiple sites and pharmacy stock.

An automated dispensing system that provides
secure storage, control and tracking of controlled
medications so nurses have ready access, while
pharmacy maintains oversight to prevent narcotic
diversion. Comprised of a software tracking
system and optional secure narcotic vaults,
NarcStation helps hospitals maintain record-
keeping, reporting and transaction data for all
controlled substances—from the wholesaler to
the nursing unit. Automated ordering (including
integration with the DEA’s Controlled Substance
Ordering System), filling and reporting drives
efficiencies, while the electronic capture of data
supports regulatory requirements. and aids
compliance.

Product
PakPlus-Rx (cid:3)

Use in Hospital

Hospital Central
Pharmacy

Fulfill-RxSM

Hospital Central
Pharmacy

AcuDose-Rx

Any nursing area in a
hospital department that
administers medications

Anesthesia-Rx(cid:3)

Operating room

Enterprise Medication

Manager(cid:4)

Hospital Central
Pharmacy

Description

A professionally managed, on-site packaging
service that provides dedicated Omnicell
resources, technology and consumables, along
with professional management, to meet a
hospital’s bar-coded, unit-dose medication
requirements. PakPlus-Rx increases packaging
productivity, helping hospitals to streamline
inventory and deliver readable bar-coded unit
dose medications that support automation and
Bar-Code Medication Administration (BCMA)
initiatives.

A software solution that automates inventory
reordering, receipt and replenishment; minimizes
medication-related expenditures; simplifies
inventory reporting and valuation; and increases
productivity of scarce labor. The software
enables two-way electronic data interchange
between Omnicell pharmacy automation
solutions and McKesson Health Systems
distribution centers.

Automated medication dispensing cabinets that
ensure that nurses get their meds when they
need them. The cabinets provide nurses with fast
and easy access to the medications their patients
need. At the same time, AcuDose-Rx helps
improve pharmacy oversight of the
medication-use process. It automatically tracks
and sends real-time usage data, enabling
pharmacy to monitor the most important safety,
security and inventory factors.

An automated anesthesia cart that monitors and
controls the dispensing of medications, narcotics
and supplies during surgical procedures, while
ensuring that anesthesiologists and certified
registered nurse anesthetists (‘‘CRNAs’’) have
easy access. The workflow is designed specifically
to match the operating room.

Enterprise Medication Manager is a pharmacy
supply chain solution that provides real-time
ability to view and act on medication inventory
and demand across virtually every level of the
health system. The solution is designed to
minimize system-wide inventories, increase
responsiveness to medication shortages and
reduce expired medications, while freeing
pharmacy staff to focus on clinical care.

Product
i.v.STATION(cid:4)

Use in Hospital

Hospital Central
Pharmacy

i.v.STATION(cid:4) ONCO

Hospital Central
Pharmacy

i.v.SOFT(cid:3)

Hospital Central
Pharmacy

Description

A software solution that prepares and dispenses
ready-to-administer, non-hazardous admixtures.
With this advanced technology, hospitals can
address the highest-risk aspects of their
pharmacy through an automated process that is
designed to be safer and more accurate than
manual compounding.

A software solution that is specifically designed
to meet the unique challenges surrounding
oncology care and other toxic, patient-specific
preparations. This technology helps improve
safety for the patient and the operator, and can
enhance efficiency in overall pharmacy
operations.

A software portfolio that enables hospitals to
manage and control both their automated and
manual IV operations, and is scalable to support
multiple products and locations.

Medication Adherence Products and Services

We offer solutions to assist institutional and retail pharmacies in packaging medication for patient

use in care environments where there is a caregiver present and for environments where the patient
cares for him or herself.

For environments where a caregiver is present, institutional and retail pharmacies use our solutions

for packaging medications into adherence packages that contain a 14 to 90 day supply of a specific
single medication. The blister cards may be pre-packaged ahead of time and placed into inventory until
needed to fill a specific patient order, or on-demand, where individual patient medication orders are
packaged and labeled by an automated robotic system. Our solutions range from manual sealers to fully
automated packaging machines, embedded software, and the consumable packages used in these
machines. We have packaging solutions to help improve patient safety and economics for any size
pharmacy operation by increasing pharmacy output and improving dispensing accuracy.

For environments where a patient cares for him or herself, retail pharmacies use our solutions for

packaging medications into adherence packages that contain all of the patient’s medications into one
seven-day package. These products are primarily used in community-based pharmacies to assist in
organizing complex medication regimens into a simple-to-use solution that enhances medication
adherence. Multi-medication packages are arranged so that all the medications for a single dosing time
are contained in one blister, eliminating confusion for the patient and providing the caregivers
increased assurance that medications are taken in the right sequence. Our solutions include automated
packaging machines that package patient specific medications, the software that runs these machines
and the consumable packages used in these machines.

In addition to packaging solutions, we sell specially configured versions of our automated

dispensing cabinets to institutional pharmacies, which they place in long-term care facilities to manage
narcotics, first doses and medications needed quickly.

Single Medication Products for Use Where A Caregiver Is Present

Pharmacy Sealers for Medication Packaging

Our heat-sealed blister cards require a sealer to create an impermeable barrier. By using specially

designed equipment to control heat, time and pressure, the institutional pharmacy serving the long-term
care patients is able to create a quality seal on every package, providing a secure barrier to moisture
and gases. Within this range of equipment is a sealing solution suited for almost any pharmacy, from a
low volume manual blister card sealer to a high volume, all electric heat sealer with programmable
computer logic.

(cid:127) The SureSeal is a programmable, manual sealer using heat and pressure. It is designed as a cost

effective, entry level sealer for low volume sealing of medication blister cards.

(cid:127) The Autobond is a programmable, semi-automated heat and pressure sealer operating off of

electricity and compressed air. Autobond provides temperature and time controls for a consistent
quality sealing.

(cid:127) The AutoGen is a programmable, semi-automated heat and pressure sealer operating off of

electricity only.

(cid:127) The Gemini is a compact all-electric heat and pressure sealer.

Automated Fillers

Our semi-automated filling equipment is designed specifically for the long-term care institutional
pharmacy with enough order volume to warrant pre-packaging frequently-used medications into blister
packs to keep in inventory awaiting a patient order. This packaging equipment elevates pre-packaging
to a higher level of efficiency, resulting in higher accuracy and increased production levels. The systems
combine both automated filling and sealing capabilities into one machine.

(cid:127) The MTS-350 is a tabletop machine capable of filling a wide range of medications and features

an ergonomic design and easy-to-use controls. The MTS-350 provides a semi-automated
mechanism for filling blister cards and a sealer using compressed air and heat.

(cid:127) The MTS-400 is ergonomically designed for high pre-pack volume for the medium to large

pharmacy. The MTS-400 provides a portable workstation with built-in compressor and storage so
as not to take up valuable counter space. Fully configured, the MTS-400 allows a single operator
to perform the functions of filling, inspection, sealing and labeling simultaneously.

(cid:127) The MTS-500 is designed for high-volume to automate pre-packaging and labeling in the

pharmacy and is capable of producing up to 960 pre-packaged blister cards per hour. It includes
an integrated label applicator and conveyor to optimize output.

Pharmacy Automation Systems

Our OnDemand automated solutions are designed to meet the broad needs of pharmacies to

package individual patient medication orders accurately and efficiently into multiple medication
adherence packaging. These machines interface with pharmacy information systems to obtain
prescription information to provide patient specific adherence packaging. Our current line of
OnDemand machines includes the following products:

(cid:127) AccuFlex uses robotic technology to accurately and efficiently fill a variety of single-dose

medication dispensing systems.

(cid:127) OnDemand Express II optimizes robotic technology for high-speed, accurate fulfillment of

single-dose blister cards and reclaimable packaging.

Single Medication Blister Cards

We offer a wide variety of heat seal and cold seal blister cards. Heat seal blister cards come in a

variety of formats that will fit various packaging requirements and require a heat sealer such as the
MTS Autobond. Both heat seal and cold seal blister cards come in a variety of configurations, from 14
to 90 day doses. Heat seal cards provide a stronger seal than cold seal cards, helping pharmacists
ensure consistency of the medication under nearly any environmental condition. Cold seal cards, also
known as pressure sensitive cards, are both efficient and reliable and do not require heat sealing
equipment to be sealed. They are ideal for emergency orders, for heat sensitive medications or when
the use of a heat sealer is not practical.

Pharmacy Printing and Labeling Solutions

Pharmacy labeling is an important part of the packaging process to ensure the right medication is

packaged and delivered to the right facility and, ultimately, the right patient. Drug specific, bar code
scannable labels are affixed on many different types of packages prior to them being dispensed.

We provide a Windows-based computer program that uses an extensive drug image database to

produce a wide variety of medication labels on multiple printers. We also provide printers and related
consumables.

MultiMedication Solutions for Use Where Patients Care for Themselves

Pharmacy Automation Systems

Our OnDemand and M-series automated solutions are designed to meet the broad needs of
pharmacies to package individual patient medication orders accurately and efficiently into multimed
adherence packaging. These machines interface with pharmacy information systems to obtain
prescription information to provide patient-specific adherence packaging. Our current line of
automation for multimedication includes the following products:

(cid:127) M5000 is a fully automated system designed specifically for multi-medication adherence

packaging. The M5000 receives patient prescriptions, constructs a filling map, then uses robotic
technology that fills, seals and labels the package. The M5000 minimizes human activity in the
multi-medication packaging process, thus reducing opportunity for errors.

(cid:127) VBM 200/F is an automated pharmacy solution that efficiently and accurately fills and checks

Suremed(cid:3) multiple medication blister cards utilizing guided light, barcode and RFID
technologies to allow the filled tray to be audited throughout the entire packing process.
VBM 200/F can accommodate an extensive formulary with the capacity to store up to 200
different medications in the machine and has the ability to exchange cassettes while it’s running.
This technology helps ensure that pharmacies have the competitive advantage to easily scale
their business to help improve adherence and patient outcomes.

(cid:127) OnDemand 400 is an automation system for multi-medication adherence packaging. The

OnDemand 400 receives patient prescriptions, constructs a filling map, fills multiple medication
prescriptions into a single blister card from an on-line array of 40 medications stored in specially
calibrated dispensing canisters, prints a label and provides an operator a sealing station.

MultiMedication Blister Cards

We offer a wide variety of heat seal and cold seal multi-medication blister cards, including
products from our acquisition of Surgichem. Multi-medication cards allow the packaging of multiple
drugs into a single blister cavity representing a specific dosing time. Multi-medication cards are sold in
a variety of formats to fit the needs of pharmacists and patients, with the most common format

providing four dosing times for each of seven days in one package. Multi-medication adherence
packages may be assembled by pharmacists by hand, or by using our pharmacy automation systems
described above.

Medication Management Solutions

Medication management systems are becoming an integral part of long-term care facilities to
manage narcotics, first doses and emergency medications. Currently, most facilities rely on manual
systems that do not provide the level of security, accountability and efficiencies that are attainable with
the use of automation. When automation is implemented, pharmacies benefit by helping their customer
facilities meet regulatory requirements and improve the response time. Patients benefit by having access
to medications immediately with minimized medication errors. We offer specialized versions of the
OmniRx medication control solution that is used by institutional pharmacies to provide their customers
with secure medication management of narcotics, emergency medication, and first doses.

Other Product Offerings Resulting from Ateb Acquisition

The acquisition of Ateb expanded our medication adherence product suite to include traditional
pharmacy workflow solutions (e.g. web and mobile refills, bin management), patient messaging solutions
(e.g. interactive and non-interactive messaging solutions), and appointment based solutions
(e.g. medication synchronization solution).

Sales and Distribution

We sell our Automation and Analytics and Medication Adherence solutions primarily in the
United States. Approximately 85% of our product revenue was generated in this market for the year
ended December 31, 2016. No single customer accounted for greater than 10% of our revenues for the
years ended December 31, 2016, December 31, 2015 or December 31, 2014. Our sales force is
organized by geographic region in the United States and Canada where our sales are primarily made
direct to end user customers with the exception of some distribution of Medication Adherence
consumables. Outside the United States and Canada, we field a direct sales force in the United
Kingdom, France, Germany and China, and for Medication Adherence products in Australia. For other
geographies we generally sell through distributors and resellers. Our foreign operations are discussed in
Note 13, Segment and Geographical Information, of the Notes to Consolidated Financial Statements
and Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations
in this annual report. Our combined direct, corporate and international distribution sales teams
consisted of approximately 271 staff members as of December 31, 2016. Nearly all of our direct sales
team members have hospital capital equipment or clinical systems experience. Our sales representatives
are generally organized to sell either the Automation and Analytics or Medication Adherence product
lines. Our corporate sales team focuses on large IDNs, group purchasing organizations (‘‘GPOs’’), and
the U.S. government.

The sales cycle for our automation systems is long and can take in excess of 12-24 months. This is

due in part to the cost of our systems and the number of people within each healthcare facility involved
in the purchasing decision. To initiate the selling process, the sales representative generally targets the
director of pharmacy, the director of nursing, the director of materials management or other decision
makers and is responsible for educating each group within the healthcare facility about the economic
safety and compliance benefits of our solutions relative to competing methods of managing medications
or medical and surgical supplies.

We have contracts with GPOs that enable us to sell our automation systems to GPO-member

healthcare facilities. The primary advantage to customers who buy our products pursuant to a GPO
agreement is that they benefit from pre-negotiated contract terms and pricing. The benefit to the GPO

is the fee earned as a percentage of sales, which is paid by us. These GPO contracts are typically for
multiple years with options to renew or extend for up to two years and some of which can be
terminated by either party at any time. Our current GPO contracts include Intalere
(f.k.a. Amerinet, Inc.), Vizient Inc, Premier Inc., Cardinal Health, AmerisourceBergen, HealthTrust
Purchasing Group. We have also contracted with the U.S. General Services Administration, allowing
the Department of Veteran Affairs, the Department of Defense and other Federal Government
customers to purchase or lease our products.

We offer multi-year, non-cancelable lease payment terms to assist healthcare organizations in
purchasing our systems by reducing their cash flow requirements. We sell the majority of our multi-year
lease receivables to third-party leasing finance companies, but we also maintain a certain portion of our
leases in-house.

Our field operations representatives support our sales force by providing operational and clinical

expertise prior to the close of a sale and during installation of our automation systems. This group
assists the customer with the technical implementation of our automation systems, including configuring
our systems to address the specific needs of each individual customer. After the systems are installed,
on-site support is provided by our field service team and technical support group.

We offer telephone technical support through our technical support centers in Illinois, Florida and

Pennsylvania. Our support centers are staffed 24 hours a day, 365 days a year. We have found that a
majority of our customers’ service issues can be addressed either over the phone or by our support
center personnel using their on-hand remote diagnostics tools. In addition, we use remote dial-in
software that monitors customer conditions on a daily basis. We offer a suite of remote monitoring
features, which proactively monitors system status and alerts service personnel to potential problems
before they lead to system failure.

In addition, our international sales team handles direct sales to healthcare facilities in the United

Kingdom, France, and Germany, and to non-acute customers in Australia. Sales, installation and service
to healthcare facilities is handled through distribution partners in other parts of Europe, Asia,
Australia, the Middle East, South Africa, and South America. Our products are available in a variety of
languages including Mandarin, French, Swedish, Dutch, Spanish and German.

We have not sold and have no future plans to sell our products either directly or indirectly to
customers located in countries that are identified as state sponsors of terrorism by the U.S. Department
of State, or those subject to economic sanctions and export controls.

Centers of Excellence

In fiscal year 2017, we plan to create Centers of Excellence (‘‘COE’’) for product development,
engineering and manufacturing with the Point of Use COE located at our facilities in California, the
Robotics and Central Pharmacy COE located at our facilities near Pittsburgh, Pennsylvania and the
Medication Adherence Consumables COE located at our facilities in St. Petersburg, Florida. As part of
this initiative, we announced we are reducing our workforce by approximately 100 full-time employees,
or about 4% of our total headcount. This reduction in force includes the closure of our Nashville,
Tennessee office, anticipated in the first quarter of 2017, and our manufacturing facility in Slovenia,
anticipated in the third quarter of 2017.

Manufacturing and Inventory

The manufacturing process for our Automation and Analytics products allows us to configure

hardware and software in unique combinations to meet a wide variety of individual customer needs.
The Automation and Analytics product manufacturing process primarily consists of the final assembly
of components and testing of the completed product. Many of the subassemblies and components we

use are provided by third-party contract manufacturers or other suppliers. We and our partners test
these subassemblies and perform inspections to assure the quality and reliability of our products. While
many components of our systems are standardized and available from multiple sources, certain
components or subsystems are fabricated by a sole supplier according to our specifications and schedule
requirements. Our Medication Adherence product manufacturing process consists of fabrication and
assembly of equipment and mechanized process manufacturing of consumables.

Our arrangements with our contract manufacturers generally set forth quality, cost and delivery

requirements, as well as manufacturing process terms, such as continuity of supply, inventory
management, capacity flexibility, quality and cost management, oversight of manufacturing and
conditions for the use of our intellectual property.

Our manufacturing organization procures components and schedules production based on the
backlog of customer orders. Installation of equipment and software typically occurs between two weeks
and twelve months after the initial order is received, depending upon the customer’s particular needs.
We deploy a key operational strategy of operating with backlog levels that approximate the average
installation cycle of our customers, which allows us to more efficiently manage our installation teams,
improve production efficiencies, reduce inventory scrap and lower shipping costs. Shipment of
consumables typically occurs between one and fourteen days after an order is received.

Competition

The medication management and supply chain solutions market is intensely competitive. We
compete directly with a number of companies and are affected by evolving and new technologies,
changes in industry standards and dynamic customer requirements.

Our current direct competitors in the medication management and supply chain solutions market
include Becton Dickinson/CareFusion Corporation, ARxIUM (through its acquisition of MedSelect, Inc.
and Automed), Cerner Corporation, Talyst, Inc., Emerson Electronic Co. (through its acquisition of
medDispense, L.P.), Swisslog Holding AG (which was acquired by KUKA), WaveMark Inc.,
ParExcellence Systems, Inc., Vanas N.V., Infor (formally Lawson Software, Inc.), Willach Pharmacy
Solutions, DIH Technologies Co., Yuyama Co., Ltd, Robopharma B.V., Apostore GmbH, KlS
Steuerungstechnik GmbH and Suzhou Iron Technology (China). Our current direct competitors in the
medication packaging solutions market include Drug Package, Inc., AutoMed Technologies, Inc. (a
subsidiary of ARxIUM), Manchac Technologies, LLC (through its Dosis product line) and RX
Systems, Inc., Telemanager Technologies, Inc., VoicePort LLC., in the United States, and Jones
Packaging Ltd., Synergy Medical Systems, Manrex Ltd, Global Factories B.V. and WebsterCare outside
the United States.

We believe our products and services compare favorably with the offerings of our competitors,

particularly with respect to proprietary technological advancements, system performance, system
reliability, installation, applications training, service response time and service repair quality.

Intellectual Property and Proprietary Technology

We rely on a combination of patents, trademarks, copyright and trade secret laws, confidentiality

procedures and licensing arrangements to protect our intellectual property rights.

We pursue patent protection in the United States and foreign jurisdictions for technology that we

believe to be proprietary and that offers a potential competitive advantage for our products. Our issued
patents relate to, among other things, the use of locking and sensing lids with pharmacy drawers and
the methods of restocking these drawers, and the use of guiding lights in the open matrix, locking lid
and sensing lid pharmacy drawers. These patents also apply to our unit-dose mechanism and methods,
the single-dose dispensing mechanism, the methods for restocking the single-dose drawers using

exchange liners, certain methods for loading and unloading mobile carts, the method of use of scanners
with a mobile cart, and certain methods for using radio frequency tags with storage items. Our patents
expire at various times between 2017 and 2031.

All of our product system software is copyrighted and subject to the protection of applicable
copyright laws. We intend to seek additional international and U.S. patents on our technology and to
seek registration of our trademarks. We have obtained registration of Omnicell, the Omnicell logo,
OmniRx, OmniCenter, OmniSupplier, OmniBuyer, SafetyStock, eMTS Medication Technologies, the
MTS Medication Technologies logo, easy Blist, Medlocker, AccuFlex, Pandora, OnDemand, RxMap,
Suremed and OnDemand400 for RxMap. Trade secrets and other confidential information are also
important to our business. We protect our trade secrets through a combination of contractual
restrictions and confidentiality and licensing agreements.

Research and Development

We use industry standard operating systems and databases, but generally develop our own

application and interface software in our research and development facilities. New product
development projects are prioritized based on customer input. Research and development takes place
in Mountain View, California, Nashville, Tennessee, St. Petersburg, Florida, Bochum, Germany, Beijing,
China and Trieste, Italy. Research and development expenses were $57.8 million, $35.2 million and
$27.8 million for the years ended December 31, 2016, 2015 and 2014, respectively.

Employees

We had approximately 2,444 employees as of December 31, 2016. We have rebalanced our staff as

needed, at times eliminating some functional positions and at other times adding new functional-
specific positions to meet the evolving needs of our marketplace while controlling costs. To our
knowledge, none of our domestic employees are represented by a collective bargaining agreement, nor
have we experienced any work stoppage. We believe that our employee relations are good.

Business under Government Contracts

A number of our U.S. government-owned or government-run hospital customers sign five-year

leases, with payment terms that are subject to one-year government budget funding cycles. Failure of
any of our U.S. government customers to receive their annual funding could impair our ability to sell to
these customers, or to collect payments on our existing unsold leases. For additional information
regarding these leases, see the section entitled ‘‘Risk Factors’’ under Part I, Item 1A below.

Financing Practices Relating to Working Capital

We assist healthcare facilities in financing their cash outlay requirements for the purchase of our

systems by offering multi-year, non-cancelable sales contracts. For additional information regarding
these financing activities, see Note 1, Summary of Significant Accounting Policies, of the Notes to
Consolidated Financial Statements in this annual report.

Product Backlog

Product backlog is the dollar amount of medication and supply dispensing systems for which we

have purchase orders from our customers and for which we believe we will install, bill and gain
customer acceptance within one year. Due to industry practice that allows customers to change order
configurations with limited advance notice prior to shipment and occasional customer changes in
installation schedules, we do not believe that backlog as of any particular date is necessarily indicative
of future sales. However, we do believe that backlog is an indication of a customer’s willingness to

install our solutions. Our backlog was $301 million and $205 million as of December 31, 2016 and
December 31, 2015, respectively.

Company Information

We were incorporated in California in 1992 under the name of Omnicell Technologies, Inc. and

reincorporated in Delaware in 2001 as Omnicell, Inc.

Available Information

We file reports and other information with the Securities and Exchange Commission (‘‘SEC’’)
including annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and proxy or information statements. Those reports and statements as well as all amendments to those
documents filed or furnished pursuant to Section 13(a) or 15(d) of the Securities and Exchange Act
(1) are available at the SEC’s Public Reference Room at 100 F Street, N.E., Room 1580, Washington,
DC 20549, (2) are available at the SEC’s Internet site (www.sec.gov), which contains reports, proxy and
information statements and other information regarding issuers that file electronically with the SEC
and (3) are available free of charge through our website as soon as reasonably practicable after
electronic filing with, or furnishing to, the SEC. You may obtain information on the operation of the
Public Reference Room by calling the SEC at 1-800-SEC-0330. Our website address is
www.omnicell.com. Information on our website is not incorporated by reference nor otherwise included
in this report.

Executive Officers of the Registrant

The following table sets forth certain information about our executive officers as of the date of this

Age

annual report:

Name

Randall A. Lipps . . . . . . .

J. Christopher Drew . . . . .
Robin G. Seim . . . . . . . . .
Peter J. Kuipers . . . . . . . .
Dan S. Johnston . . . . . . . .
Nhat H. Ngo . . . . . . . . . .
Jorge R. Taborga . . . . . . .

Position

President, Chief Executive Officer, and Chairman of the Board of
Directors
President, North American Automation and Analytics
President, Global Automation and Medication Adherence

51
57
45 Executive Vice President and Chief Financial Officer
53 Executive Vice President and Chief Legal & Administrative Officer
44 Executive Vice President, Strategy and Business Development
57 Executive Vice President, Engineering and Integration Management

Office

Randall A. Lipps was named Chief Executive Officer and President of Omnicell in October 2002.

Mr. Lipps has served as Chairman of the Board and a Director of Omnicell since founding Omnicell in
September 1992. Mr. Lipps received both a B.S. in economics and a B.B.A. from Southern Methodist
University.

J. Christopher Drew joined Omnicell in April 1994 and was named Senior Vice President,
Operations in January 2005. In January 2009, Mr. Drew was named Senior Vice President, Field
Operations. In March 2012, Mr. Drew was named Executive Vice President, Field Operations. In
February 2015, Mr. Drew was named Executive Vice President, Sales and Marketing. In January 2016,
Mr. Drew was named Executive Vice President, Sales and Marketing for North American Automation,
responsible for sales, marketing, operations, and services of our automation and analytics segment in
the North America region. In March 2016, Mr. Drew was named President, North American
Automation and Analytics, responsible for North American Sales, Marketing, Operations and Service

for the automation and analytics product lines. Mr. Drew received a B.A. in economics from Amherst
College and an M.B.A. from the Stanford Graduate School of Business.

Peter J. Kuipers joined Omnicell in August 2015, as Executive Vice President and Chief Financial

Officer. Prior to Omnicell, Mr. Kuipers served as Senior Vice President and Chief Financial Officer of
Quantcast Corp., a global technology company that specializes in digital audience measurement and
real-time advertising. From May 2013 to December 2014, Mr. Kuipers served as Executive Vice
President and Chief Financial Officer of The Weather Company, a media and global technology leader
operating The Weather Channel, weather.com, wunderground.com and its professional services division
WSI. From September 2009 to April 2013, Mr. Kuipers served in various financial management
positions at Yahoo! Inc., a global internet technology company, most recently as Vice President,
Finance for the Americas region. Prior to Yahoo! Inc., Mr. Kuipers held financial leadership roles at
Altera Corporation, General Electric Company, and Akzo Nobel. He started his career with Ernst &
Young and worked in both the Netherlands and Seattle, Washington. Mr. Kuipers received a Master’s
Degree in Economics and Business Administration from Maastricht University and is a Chartered
Accountant in the Netherlands.

Robin G. Seim joined Omnicell in February 2006 as Vice President and was named Chief Financial

Officer in March 2006. In January 2009, Mr. Seim was named Chief Financial Officer and Vice
President Finance, Administration and Manufacturing. In March 2012, Mr. Seim was named Chief
Financial Officer and Executive Vice President Finance, Administration and Manufacturing. In
February 2015, Mr. Seim was named Chief Financial Officer and Executive Vice President, Finance,
International and Manufacturing. In January 2016, Mr. Seim was named Executive Vice President,
Global Automation and Medication Adherence. In March 2016, Mr. Seim was named President, Global
Automation and Medication Adherence. Prior to joining Omnicell, Mr. Seim served as Chief Financial
Officer of several technology companies, including Villa Montage Systems, Inc. from 1999 to 2001,
Candera, Inc. from 2001 to 2004 and Mirra, Inc., in 2005. Prior to 1999, Mr. Seim held a number of
management positions with Nortel Networks, Bay Networks, and IBM. Mr. Seim received a B.S. in
accounting from California State University, Sacramento.

Dan S. Johnston joined Omnicell in November 2003 as Vice President and General Counsel. In
March 2012, Mr. Johnston was named Executive Vice President and General Counsel. In February
2015, Mr. Johnston was named Executive Vice President and Chief Legal and Administrative Officer.
From April 1999 to November 2003, Mr. Johnston was Vice President and General Counsel at Be, Inc.,
a software company. From September 1994 to March 1999, Mr. Johnston was an attorney with the law
firm Cooley LLP. Mr. Johnston received a B.S. in computer information systems from Humboldt State
University and a J.D. from the Santa Clara University School of Law.

Nhat H. Ngo joined Omnicell in November 2008 as Vice President of Strategy and Business
Development. In March 2012, Mr. Ngo was named Executive Vice President, Strategy and Business
Development. From January 2007 to October 2008, Mr. Ngo served as Vice President of Business
Development and Licensing for a business unit of Covidien, a global healthcare products company.
From June 1999 to April 2006, Mr. Ngo worked at BriteSmile, Inc., a direct-to-consumer aesthetic
technology company and served in a variety of senior leadership positions in marketing, sales,
operations, strategic planning and corporate development. From September 1997 to June 1999,
Mr. Ngo practiced corporate law at Shaw Pittman, LLP. Mr. Ngo received a B.S. in commerce, with a
concentration in finance, from the University of Virginia McIntire School of Commerce and a J.D.
from the University of Virginia School of Law.

Jorge R. Taborga joined Omnicell in July 2007 as Vice President and Chief Information Officer.

From January 2009 to February 2013, Mr. Taborga was Vice President of Manufacturing, Quality and
Information Technology. In February 2013, Mr. Taborga was named Executive Vice President,
Engineering. In January 2016, Mr. Taborga was named Executive Vice President, Engineering and

Integration Management Office. Prior to joining Omnicell, Mr. Taborga held a number of executive
positions with Bay Networks and Quantum, and ran his own management consulting company. He also
held executive roles in two cloud computing companies, FusionOne and Terrasping. Mr. Taborga’s
earlier career includes senior roles in product development with ROLM Systems and Thomas-Conrad.
Mr. Taborga received B.S. and M.S. degrees in Computer Science from Texas A&M University. He is
currently pursuing a Ph.D. in Organizational Systems at Saybrook University.

ITEM 1A. RISK FACTORS

We have identified the following risks and uncertainties that may have a material adverse effect on

our business, financial condition or results of operations. Our business faces significant risks and the
risks described below may not be the only risks we face. Additional risks not presently known to us or
that we currently believe are immaterial may also significantly impair our business operations. If any of
these risks occur, our business, results of operations or financial condition could suffer and the market
price of our common stock could decline.

The acquisitions of Aesynt and Ateb could cause disruptions in our business, which could have an adverse
effect on our financial results.

On January 5, 2016, we completed the acquisition of Aesynt (the ‘‘Aesynt Acquisition’’), a provider

of automated medication management systems, including dispensing robots with storage solutions,
medication storage and dispensing carts and cabinets, I.V. sterile preparation robotics and software,
including software related to medication management. On December 8, 2016, we completed the
acquisition of Ateb (‘‘the Ateb Acquisition’’), a provider of pharmacy-based patient care solutions and
medication synchronization to independent and chain pharmacies. Uncertainty about the effect of the
acquisitions on employees, customers, distributors, partners and suppliers may have an adverse effect
on the combined company. These uncertainties may impair our ability to retain and motivate key
personnel and could cause customers, distributors, suppliers, partners and others with whom we do
business to seek to change existing business relationships. Any such change may materially and
adversely affect our business. Any disruption in our operations could adversely affect the combined
company’s ability to maintain relationships with customers, distributors, partners, suppliers and
employees or to achieve the anticipated benefits of the acquisition.

We may not be able to successfully integrate acquired businesses or technologies into our existing business,
including those of Aesynt and Ateb, which could negatively impact our operating results.

As a part of our business strategy we may seek to acquire businesses, technologies or products in
the future. For example, in August 2014, we acquired Surgichem Limited, in April 2015, we acquired
Mach4 and the entire remaining issued share capital of Avantec not previously owned by us, in January
2016, we acquired Aesynt, and in December 2016, we acquired Ateb. We cannot provide assurance that
any acquisition or any future transaction we complete will result in long-term benefits to us or our
stockholders, or that our management will be able to integrate or manage the acquired business
effectively. Acquisitions entail numerous risks, including difficulties associated with the integration of
operations, technologies, products and personnel that, if realized, could harm our operating results.
Risks related to potential acquisitions include, but are not limited to:

(cid:127) difficulties in combining previously separate businesses into a single unit and the complexity of

managing a more dispersed organization as sites are acquired;

(cid:127) complying with international labor laws that may restrict our ability to right-size organizations

and gain synergies across acquired operations;

(cid:127) complying with regulatory requirements, such as those of the Food and Drug Administration,

that we were not previously subject to;

(cid:127) the substantial costs that may be incurred and the substantial diversion of management’s

attention from day-to-day business when evaluating and negotiating such transactions and then
integrating an acquired business;

(cid:127) discovery, after completion of the acquisition, of liabilities assumed from the acquired business
or of assets acquired that are broader in scope and magnitude or are more difficult to manage
than originally assumed;

(cid:127) failure to achieve anticipated benefits such as cost savings and revenue enhancements;

(cid:127) difficulties related to assimilating the products or key personnel of an acquired business;

(cid:127) failure to understand and compete effectively in markets in which we have limited previous

experience; and

(cid:127) difficulties in integrating newly acquired products and solutions into a logical offering that our

customers understand and embrace.

Successful integration of acquired operations, products and personnel into Omnicell may place a

significant burden on the combined company’s management and internal resources. We may also
experience difficulty in effectively integrating the different cultures and practices of any acquired entity.
The challenges of integrating acquired entities could disrupt the combined company’s ongoing business,
distract its management focus from other opportunities and challenges, and increase expenses and
working capital requirements. The diversion of management attention and any difficulties encountered
in the transition and integration process could harm our business, financial condition and operating
results.

We may fail to realize the potential benefits of recently acquired businesses.

In 2016 we acquired Aesynt and Ateb in an effort to realize certain potential benefits, including
expansion of the combined businesses and broader market opportunities. However, our ability to realize
these potential benefits depends on our successfully combining the businesses of Omnicell, Aesynt, and
Ateb. The combined company may fail to realize the potential benefits of the acquisition for a variety
of reasons, including the following:

(cid:127) inability or failure to expand bookings and sales;

(cid:127) inability to maintain business relationships with customers and suppliers of newly acquired

companies, such as Ateb, due to post-acquisition disruption;

(cid:127) inability or failure to effectively coordinate sales and marketing efforts to communicate the

capabilities of the combined company;

(cid:127) inability or failure to successfully integrate and harmonize financial reporting and information

technology systems;

(cid:127) inability or failure to achieve the expected operational and cost efficiencies; and

(cid:127) loss of key employees.

The actual integration may result in additional and unforeseen expenses or delays. If we are not

able to successfully integrate the acquired businesses and their operations, or if there are delays in
combining the businesses, the anticipated benefits of the acquisition may not be realized fully or at all
or may take longer to realize than expected.

If we fail to develop new products or enhance our existing products to react to rapid technological change and
market demands in a timely and cost-effective manner, or if newly developed solutions, such as our XT Series,
are not adopted in the same time frame and/or quantity as we anticipate, our business will suffer.

We must develop new products or enhance our existing products with improved technologies to
meet rapidly evolving customer requirements. We are constantly engaged in the development process
for next generation products, and we need to successfully design our next generation and other
products for customers who continually require higher performance and functionality at lower costs.
The development process for these advancements is lengthy and usually requires us to accurately
anticipate technological innovations and market trends. Developing and enhancing these products can
be time-consuming, costly and complex. Our ability to fund product development and enhancements
partially depends on our ability to generate revenues from our existing products.

There is a risk that these developments, such as our XT Series, or enhancement, will be late, will

have technical problems, fail to meet customer or market specifications and will not be competitive
with other products using alternative technologies that offer comparable performance and functionality.
We may be unable to successfully develop additional next generation products, new products or product
enhancements. Our next generation products, such as our XT Series, or any new products, such as our
M5000 and VBM 200/F packages for multimedication blister cards, or product enhancements may not
be accepted in new or existing markets. Our business will suffer if we fail to continue to develop and
introduce new products or product enhancements in a timely manner or on a cost-effective basis.

We have incurred substantial debt, which could impair our flexibility and access to capital and adversely affect
our financial position.

In connection with the Aesynt Acquisition, we entered into a $400.0 million senior secured credit
facility pursuant to a credit agreement, by and among us, the lenders from time to time party thereto,
Wells Fargo Securities, LLC, as sole lead arranger and Wells Fargo Bank, National Association, as
administrative agent (the ‘‘Credit Agreement’’). The Credit Agreement provides for a $200.0 term loan
facility and a $200.0 million revolving credit facility. At the closing of the Aesynt Acquisition, we
incurred $255.0 million in secured debt under the Credit Agreement, consisting of $200.0 million of
term loans and $55.0 million of revolving loans. In December 2016, we withdrew an additional
$40.0 million from the revolving credit facility. As of December 31, 2016, $34.5 million of the credit
facilities has been paid off. The remaining loan balances at December 31, 2016 were $192.5 million of
term loans and $68.0 million of revolving loans.

Our debt may:

(cid:127) limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions

or other general business purposes;

(cid:127) limit our ability to use our cash flow or obtain additional financing for future working capital,

capital expenditures, acquisitions or other general business purposes;

(cid:127) require us to use a substantial portion of our cash flow from operations to make debt service

payments;

(cid:127) limit our flexibility to plan for, or react to, changes in our business and industry;

(cid:127) place us at a competitive disadvantage compared to our less leveraged competitors; and

(cid:127) increase our vulnerability to the impact of adverse economic and industry conditions.

Our ability to meet our debt service obligations will depend on our future performance, which will

be subject to financial, business and other factors affecting our operations, many of which are beyond
our control. If we do not have sufficient funds to meet our debt service obligations, we may be

required to refinance or restructure all or part of our existing debt, sell assets, borrow more money or
sell securities, none of which we can assure you that we would be able to do in a timely manner, or at
all.

In addition, the Credit Agreement includes customary restrictive covenants that impose operating
and financial restrictions on us, including restrictions on our ability to take actions that could be in our
best interests. These restrictive covenants include operating covenants restricting, among other things,
our ability to incur additional indebtedness, effect certain acquisitions or make other fundamental
changes. The Credit Agreement also includes financial covenants requiring us not to exceed a
maximum consolidated total leverage ratio of 3.00:1 (subject to certain exceptions) and to maintain a
minimum fixed charge coverage ratio of 1.50:1. Our failure to comply with any of the covenants that
are included in the Credit Agreement could result in a default under the terms of the Credit
Agreement, which could permit the lenders to declare all or part of any outstanding borrowings to be
immediately due and payable, or to refuse to permit additional borrowings under the revolving loan
facility, which could restrict our operations, particularly our ability to respond to changes in our
business or to take specified actions to take advantage of certain business opportunities that may be
presented to us. In addition, if we are unable to repay those amounts, the administrative agent and the
lenders under the Credit Agreement could proceed against the collateral granted to them to secure
that debt, which would seriously harm our business.

If goodwill or other intangible assets that we recorded in connection with the Aesynt and Ateb Acquisitions, or
have recorded in connection with prior acquisitions, become impaired, we could be required to take significant
charges against earnings.

In connection with the accounting for the Aesynt and Ateb Acquisitions in 2016, we recorded a
significant amount of goodwill and other intangible assets, and we maintain significant goodwill and
other intangible assets relating to prior acquisitions, such as our acquisitions of MTS, Avantec and
Mach4. As of December 31, 2016, we had recorded approximately $516 million net, in goodwill and
intangible assets in connection with past acquisitions. Under U.S. generally accepted accounting
principles (‘‘GAAP’’), we must assess, at least annually and potentially more frequently, whether the
value of goodwill and other indefinite-lived intangible assets has been impaired. Amortizing intangible
assets will be assessed for impairment in the event of an impairment indicator. Any reduction or
impairment of the value of goodwill or other intangible assets will result in a charge against earnings,
which could materially adversely affect our results of operations and shareholders’ equity in future
periods.

Unfavorable economic and market conditions, a decreased demand in the capital equipment market and
uncertainty regarding the rollout of government legislation in the healthcare industry could adversely affect
our operating results.

Customer demand for our products is significantly linked to the strength of the economy. If
decreases in demand for capital equipment caused by weak economic conditions and decreased
corporate and government spending, including any effects of fiscal budget balancing at the federal level,
deferrals or delays of capital equipment projects, longer time frames for capital equipment purchasing
decisions or generally reduced expenditures for capital solutions occurs, we will experience decreased
revenues and lower revenue growth rates and our operating results could be materially and adversely
affected.

Additionally, as the U.S. Federal Government implements healthcare reform legislation, and as
Congress, regulatory agencies and other state governing organizations continue to review and assess
additional healthcare legislation and regulations, there may be an impact on our business. Healthcare
facilities may decide to postpone or reduce spending until the implications of such healthcare

enactments are more clearly understood, which may affect the demand for our products and harm our
business.

The medication management and supply chain solutions market is highly competitive and we may be unable
to compete successfully against new entrants and established companies with greater resources and/or existing
business relationships with our current and potential customers.

The medication management and supply chain solutions market is intensely competitive. We expect

continued and increased competition from current and future competitors, many of which have
significantly greater financial, technical, marketing and other resources than we do. Our current direct
competitors in the medication management and supply chain solutions market include Becton
Dickinson/CareFusion Corporation, ARxIUM (through its acquisition of MedSelect, Inc. and
Automed), Cerner Corporation, Talyst, Inc., Emerson Electronic Co. (through its acquisition of
medDispense, L.P.), Swisslog Holding AG (which was acquired by KUKA), WaveMark Inc.,
ParExcellence Systems, Inc., Vanas N.V., Infor (formally Lawson Software, Inc.), Willach Pharmacy
Solutions, DIH Technologies Co., Yuyama Co., Ltd, Robopharma B.V., Apostore GmbH, KlS
Steuerungstechnik GmbH and Suzhou Iron Technology (China). Our current direct competitors in the
medication packaging solutions market include Drug Package, Inc., AutoMed Technologies, Inc. (a
subsidiary of ARxIUM), Manchac Technologies, LLC (through its Dosis product line) and RX
Systems, Inc. in the United States, and Jones Packaging Ltd., Synergy Medical Systems, Manrex Ltd,
Global Factories B.V. and WebsterCare outside the United States.

The competitive challenges we face in the medication management and supply chain solutions

market include, but are not limited to, the following:

(cid:127) certain competitors may offer or have the ability to offer a broader range of solutions in the

marketplace that we are unable to match;

(cid:127) certain competitors may develop alternative solutions to the customer problems our products are

designed to solve that may provide a better customer outcome or a lower cost of operation;

(cid:127) certain competitors may develop new features or capabilities for their products not previously

offered that could compete directly with our products;

(cid:127) competitive pressures could result in increased price competition for our products and services,

fewer customer orders and reduced gross margins, any of which could harm our business;

(cid:127) current and potential competitors may make strategic acquisitions or establish cooperative
relationships among themselves or with third parties, including larger, more established
healthcare supply companies, such as the acquisition of CareFusion Corporation by Becton
Dickenson Corporation, thereby increasing their ability to develop and offer a broader suite of
products and services to address the needs of our prospective customers;

(cid:127) our competitive environment is currently experiencing a significant degree of consolidation which

could lead to competitors developing new business models that require us to adapt how we
market, sell or distribute our products;

(cid:127) other established or emerging companies may enter the medication management and supply

chain solutions market with products and services that are preferred by our current and potential
customers based on factors such as features, capabilities or cost;

(cid:127) our competitors may develop, license or incorporate new or emerging technologies or devote

greater resources to the development, promotion and sale of their products and services than we
do;

(cid:127) certain competitors have greater brand name recognition and a more extensive installed base of
medication and supply dispensing systems or other products and services than we do, and such
advantages could be used to increase their market share;

(cid:127) certain competitors may have existing business relationships with our current and potential
customers, which may cause these customers to purchase medication and supply dispensing
systems or automation solutions from these competitors; and

(cid:127) our competitors may secure products and services from suppliers on more favorable terms or

secure exclusive arrangements with suppliers or buyers that may impede the sales of our
products and services.

Any reduction in the demand for or adoption of our medication and supply systems, related services, or
consumables would reduce our revenues.

Our medication and supply dispensing systems represent only one approach to managing the
distribution of pharmaceuticals and supplies at acute healthcare facilities and our medication packaging
systems represent only one way of managing medication distribution at non-acute care facilities. While
a significant portion of domestic acute care facilities have adopted some level of medication and/or
supply automation, a significant portion of domestic and international healthcare facilities still use
traditional approaches in some form that do not include fully automated methods of medication and
supply management. As a result, we must continuously educate existing and prospective customers
about the advantages of our products, which requires significant sales efforts, particularly when we are
seeking to replace an incumbent supplier of medication and supply automation solutions and can cause
longer sales cycles. Despite our significant efforts and extensive time commitments in sales to
healthcare facilities, we cannot be assured that our efforts will result in sales to these customers.

In addition, our medication and supply dispensing systems and our more complex automated
packaging systems typically represent a sizable initial capital expenditure for healthcare organizations.
Changes in the budgets of these organizations and the timing of spending under these budgets can have
a significant effect on the demand for our medication and supply dispensing systems and related
services. These budgets are often supported by cash flows that can be negatively affected by declining
investment income and influenced by limited resources, increased operational and financing costs,
macroeconomic conditions such as unemployment rates and conflicting spending priorities among
different departments. Any decrease in expenditures by healthcare facilities or increased financing costs
could decrease demand for our medication and supply dispensing systems and related services and
reduce our revenues.

Changing customer requirements could decrease the demand for our products and services and our new
product solutions may not achieve market acceptance.

The medication management and supply chain solutions market is characterized by evolving
technologies and industry standards, frequent new product introductions and dynamic customer
requirements that may render existing products obsolete or less competitive. The medication
management and supply chain solutions market could erode rapidly due to unforeseen changes in the
features and functions of competing products, as well as the pricing models for such products. Our
future success will depend in part upon our ability to enhance our existing products and services and to
develop and introduce new products and services to meet changing customer requirements. The process
of developing products and services such as those we offer is extremely complex and is expected to
become increasingly more complex and expensive in the future as new technologies are introduced. If
we are unable to enhance our existing products or develop new products to meet changing customer
requirements, and bring such enhancements and products to market in a timely manner, demand for
our products could decrease.

We cannot provide assurance that we will be successful in marketing any new products or services

that we introduce, that new products or services will compete effectively with similar products or
services sold by our competitors, or that the level of market acceptance of such products or services
will be sufficient to generate expected revenues and synergies with our other products or services. For
example, we recently announced our new XT Series solutions, and, while the initial customer response
has been positive, we cannot guarantee that demand, particularly in the near term, will meet our
expectations. In addition, our M5000 and VBM 200/F automated pharmacy solutions for multi-
medication blister card packaging are also new to the market. Deployment of new products or services
often requires interoperability with other Omnicell products or services as well as with healthcare
facilities’ existing information management systems. If these products or services fail to satisfy these
demanding technological objectives, our customers may be dissatisfied and we may be unable to
generate future sales.

The healthcare industry faces financial constraints and consolidation that could adversely affect the demand
for our products and services.

The healthcare industry has faced, and will likely continue to face, significant financial constraints.
U.S. government legislation such as the American Recovery and Reinvestment Act of 2009, the Patient
Protection and Affordable Care Act of 2010, the Budget Control Act of 2011, and other health reform
legislation may cause customers to postpone purchases of our products due to reductions in federal
healthcare program reimbursement rates and/or needed changes to their operations in order to meet
the requirements of legislation. Our automation solutions often involve a significant financial
commitment from our customers and, as a result, our ability to grow our business is largely dependent
on our customers’ capital and operating budgets. To the extent legislation promotes spending on other
initiatives or healthcare providers spending declines or increases more slowly than we anticipate,
demand for our products and services could decline.

Many healthcare providers have consolidated to create larger healthcare delivery organizations in

order to achieve greater market power. If this consolidation continues, it would increase the size of
certain target customers, which could increase the cost, effort and difficulty in selling our products to
such target customers, or could cause our existing customers or potential new customers to begin
utilizing our competitors’ products if such customers are acquired by healthcare providers that prefer
our competitors’ products to ours. In addition, the resulting organizations could have greater bargaining
power, which may lead to price erosion.

Demand for our consumable medication packages is time-sensitive and if we are not able to supply the
demand from our institutional and retail pharmacy customers on schedule and with quality packaging
products, they may use alternative means to distribute medications to their customers.

Approximately 12% of our revenue is generated from the sale of consumable medication packages,

which are produced in our St. Petersburg, Florida facilities on a continuous basis and shipped to our
institutional pharmacy and retail pharmacy customers shortly before they are required by those
customers. The demands placed on institutional pharmacies and retail pharmacies by their customers
represent real time requirements of those customers. Our customer agreements for the sale of
consumable medication packages are typically short-term in nature and typically do not include any
volume commitments on the part of the customer. Although our packaging may be considered the
preferred method of maintaining control of medications during the medication distribution and
administration process, institutional and retail pharmacies have alternative methods of distributing
medications, including bulk and alternative packaging, and medication adherence packaging may be
supplied by our competitors. To the extent that we are unable to supply quality packaging to our
customers in a timely manner, that demand will be met via alternative distribution methods, including
consumable medication packaging sold by our competitors, and our revenue will decline. Any

disruption in the production capabilities of our St. Petersburg facilities will adversely affect our ability
to ship our consumable medication packages and would reduce our revenue.

Our international operations may subject us to additional risks that can adversely affect our operating results.

We currently have operations outside of the United States, including sales efforts centered in
Canada, Europe, the Middle East and Asia-Pacific regions and supply chain efforts in Asia. We intend
to continue to expand our international operations, particularly in certain markets that we view as
strategic, including China and the Middle East. Our international operations subject us to a variety of
risks, including:

(cid:127) our reliance on distributors for the sale and post-sale support of our automated dispensing

systems outside the United States and Canada;

(cid:127) the difficulty of managing an organization operating in various countries;

(cid:127) political sentiment against international outsourcing of production;

(cid:127) reduced protection for intellectual property rights, particularly in jurisdictions that have less

developed intellectual property regimes;

(cid:127) changes in foreign regulatory requirements;

(cid:127) the requirement to comply with a variety of international laws and regulations, including privacy,

labor, import, export, environmental standards, tax, anti-bribery and employment laws and
changes in tariff rates;

(cid:127) fluctuations in currency exchange rates and difficulties in repatriating funds from certain

countries;

(cid:127) additional investment, coordination and lead-time necessary to successfully interface our
automation solutions with the existing information systems of our customers or potential
customers outside of the United States; and

(cid:127) political unrest, terrorism and the potential for other hostilities in areas in which we have

facilities.

If we are unable to anticipate and address these risks properly, our business or operating results

will be harmed.

When we experience delays in installations of our medication and supply dispensing systems or our more
complex medication packaging systems, resulting in delays in our ability to recognize revenue, our competitive
position, results of operations and financial condition could be harmed.

The purchase of our medication and supply dispensing systems or our more complex medication
packaging systems is often part of a customer’s larger initiative to re-engineer its pharmacy and their
distribution and materials management systems. As a result, our sales cycles are often lengthy. The
purchase of our systems often entail larger strategic purchases by customers that frequently require
more complex and stringent contractual requirements and generally involve a significant commitment of
management attention and resources by prospective customers. These larger and more complex
transactions often require the input and approval of many decision-makers, including pharmacy
directors, materials managers, nurse managers, financial managers, information systems managers,
administrators, lawyers and boards of directors. In addition, new product announcements, such as that
of our new XT Series, can cause a delay in our customers’ decision to purchase our products or convert
orders from our older products to those of our newer products, such as the XT Series. For these and
other reasons, the sales cycle associated with the sale of our medication and supply dispensing systems
is often lengthy and subject to a number of delays over which we have little or no control. A delay in,

or loss of, sales of our medication and supply dispensing systems could have an adverse effect upon our
operating results and could harm our business.

In addition, and in part as a result of the complexities inherent in larger transactions, the time
between the purchase and installation of our systems can range from two weeks to one year. Delays in
installation can occur for reasons that are often outside of our control. We have also experienced
fluctuations in our customer and transaction size mix, which makes our ability to forecast our product
bookings more difficult. The introduction of our XT Series and our ability to manufacture sufficient
quantities, to meet our customers’ installation schedules, has increased these forecasting difficulties.
Because we recognize revenue for our medication and supply dispensing systems and our more complex
medication packaging systems only upon installation at a customer’s site, any delay in installation by
our customers will also cause a delay in the recognition of the revenue for that system.

Government regulation of the healthcare industry could reduce demand for our products, or substantially
increase the cost to produce our products.

The manufacture and sale of most of our current products are not regulated by the FDA, or the
Drug Enforcement Administration (‘‘DEA’’). Through our acquisition of Aesynt, we now have a Class I,
510(k) exempt medical device that is subject to FDA regulation and will require compliance with the
FDA Quality System Regulation as well as medical device reporting. Additional products may be
regulated in the future by the FDA, DEA or other federal agencies due to future legislative and
regulatory initiatives or reforms. Direct regulation of our business and products by the FDA, DEA or
other federal agencies could substantially increase the cost to produce our products and increase the
time required to bring those products to market, reduce the demand for our products and reduce our
revenues. In addition, healthcare providers and facilities that use our equipment and dispense
controlled substances are subject to regulation by the DEA. The failure of these providers and facilities
to comply with DEA requirements, including the Controlled Substances Act and its implementing
regulations, could reduce demand for our products and harm our competitive position, results of
operations and financial condition. Pharmacies are regulated by individual state boards of pharmacy
that issue rules for pharmacy licensure in their respective jurisdictions. State boards of pharmacy do not
license or approve our medication and supply dispensing systems; however, pharmacies using our
equipment are subject to state board approval. The failure of such pharmacies to meet differing
requirements from a significant number of state boards of pharmacy could decrease demand for our
products and harm our competitive position, results of operations and financial condition. Similarly,
hospitals must be accredited by The Joint Commission in order to be eligible for Medicaid and
Medicare funds. The Joint Commission does not approve or accredit medication and supply dispensing
systems; however, disapproval of our customers’ medication and supply dispensing management
methods and their failure to meet The Joint Commission requirements could decrease demand for our
products and harm our competitive position, results of operations and financial condition.

While we have implemented a Privacy and Use of Information Policy and adhere to established
privacy principles, use of customer information guidelines and related federal and state statutes, we
cannot assure you that we will be in compliance with all federal and state healthcare information
privacy and security laws that we are directly or indirectly subject to, including, without limitation, the
Health Insurance Portability and Accountability Act of 1996 (‘‘HIPAA’’). Among other things, this
legislation required the Secretary of Health and Human Services to adopt national standards governing
the conduct of certain electronic health information transactions and protecting the privacy and security
of personally identifiable health information maintained or transmitted by ‘‘covered entities,’’ which
include pharmacies and other healthcare providers with which we do business.

The standards adopted to date include, among others, the ‘‘Standards for Privacy of Individually

Identifiable Health Information,’’ which restrict the use and disclosure of personally identifiable health
information by covered entities, and the ‘‘Security Standards,’’ which require covered entities to

implement administrative, physical and technical safeguards to protect the integrity and security of
certain electronic health information. Under HIPAA, we are considered a ‘‘business associate’’ in
relation to many of our customers that are covered entities, and as such, most of these customers have
required that we enter into written agreements governing the way we handle and safeguard certain
patient health information we may encounter in providing our products and services and may impose
liability on us for failure to meet our contractual obligations. Further, pursuant to changes in HIPAA
under the American Recovery and Reinvestment Act of 2009 (‘‘ARRA’’), we are now also covered
under HIPAA similar to other covered entities and in some cases, subject to the same civil and criminal
penalties as a covered entity. A number of states have also enacted privacy and security statutes and
regulations that, in some cases, are more stringent than HIPAA and may also apply directly to us. If
our past or present operations are found to violate any of these laws, we may be subject to fines,
penalties and other sanctions.

Following the theft in November 2012 of Omnicell electronic device containing customer medical
dispensing cabinets log files, we were subject to a putative class action complaint. The complaint was
subsequently dismissed without prejudice and plaintiff failed to file an appeal within the requisite
deadlines. There is no guarantee that, if we are involved in any similar litigation in the future, such an
outcome will result. Any similar unauthorized disclosure of personal health information could cause us
to experience contractual indemnification obligations under business associate agreements with certain
customers, litigation against us, reputational harm and a reduction in demand from our customers. To
the extent that this disclosure is deemed to be a violation of HIPAA or other privacy or security laws,
we may be subject to significant fines, penalties and other sanctions.

In addition, we cannot predict the potential impact of future HIPAA standards and other federal
and state privacy and security laws that may be enacted at any time on our customers or on Omnicell.
These laws could restrict the ability of our customers to obtain, use or disseminate patient information,
which could reduce the demand for our products or force us to redesign our products in order to meet
regulatory requirements.

In the past, we have experienced substantial fluctuations in customer demand, and we cannot be sure that we
will be able to respond proactively to future changes in customer demand.

Our ability to adjust to fluctuations in our revenue while still achieving or sustaining profitability is
dependent upon our ability to manage costs and control expenses. If our revenue increases or decreases
rapidly, we may not be able to manage these changes effectively. Future growth is dependent on the
continued demand for our products, the volume of installations we are able to complete, our ability to
continue to meet our customers’ needs and provide a quality installation experience and our flexibility
in manpower allocations among customers to complete installations on a timely basis.

Regarding our expenses, our ability to control expense is dependent on our ability to continue to
develop and leverage effective and efficient human and information technology systems, our ability to
gain efficiencies in our workforce through the local and worldwide labor markets and our ability to
grow our outsourced vendor supply model. Our expense growth rate may equal or exceed our revenue
growth rate if we are unable to streamline our operations, incur significant R&D expenses prior to, or
without recognizing the benefits, of those solutions under development, incur acquisition-related
integration expenses greater than those we anticipate, or fail to reduce the costs or increase the
margins of our products. In addition, we may not be able to reduce our expenses to keep pace with any
reduction in our revenue, which could harm our results of operations and financial position.

Covenants in our credit agreement restrict our business and operations in many ways and if we do not
effectively manage our compliance with these covenants, our financial conditions and results of operations
could be adversely affected.

The Credit Agreement contains various customary covenants that limit our ability and/or our

subsidiaries’ ability to, among other things:

(cid:127) incur or assume liens or additional debt or provide guarantees in respect of obligations or other

persons;

(cid:127) issue redeemable preferred stock;

(cid:127) pay dividends or distributions or redeem or repurchase capital stock;

(cid:127) prepay, redeem or repurchase certain debt;

(cid:127) make loans, investments, acquisitions (including acquisitions of exclusive licenses) and capital

expenditures;

(cid:127) enter into agreements that restrict distributions from our subsidiaries;

(cid:127) sell assets and capital stock of our subsidiaries;

(cid:127) enter into certain transactions with affiliates; and

(cid:127) consolidate or merge with or into, or sell substantially all of our assets to, another person.

The Credit Agreement also includes financial covenants requiring us not to exceed a maximum

consolidated total leverage ratio of 3.00:1 (subject to certain exceptions) and to maintain a minimum
fixed charge coverage ratio of 1.50:1. Our ability to comply with these financial covenants may be
affected by events beyond our control. Our failure to comply with any of the covenants under the
Credit Agreement could result in a default under the terms of the Credit Agreement, which could
permit the administrative agent or the lenders to declare all or part of any outstanding borrowings to
be immediately due and payable, or to refuse to permit additional borrowings under the revolving
credit facility, which could restrict our operations, particularly our ability to respond to changes in our
business or to take specified actions to take advantage of certain business opportunities that may be
presented to us. In addition, if we are unable to repay those amounts, the administrative agent and the
lenders under the Credit Agreement could proceed against the collateral granted to them to secure
that debt, which would seriously harm our business.

If we are unable to recruit and retain skilled and motivated personnel, our competitive position, results of
operations and financial condition could be harmed.

Our success is highly dependent upon the continuing contributions of our key management, sales,

technical and engineering staff. We believe that our future success will depend upon our ability to
attract, train and retain highly skilled and motivated personnel. As more of our products are installed
in increasingly complex environments, greater technical expertise will be required. As our installed base
of customers increases, we will also face additional demands on our customer service and support
personnel, requiring additional resources to meet these demands. We may experience difficulty in
recruiting qualified personnel. Competition for qualified technical, engineering, managerial, sales,
marketing, financial reporting and other personnel can be intense and may not be successful in
attracting and retaining qualified personnel. Competitors have in the past attempted, and may in the
future attempt, to recruit our employees.

In addition, we have historically used stock options, restricted stock units and other forms of equity

compensation as key components of our employee compensation program in order to align employees’
interests with the interests of our stockholders, encourage employee retention and provide competitive

compensation packages. The effect of managing share-based compensation expense and minimizing
shareholder dilution from the issuance of new shares may make it less favorable for us to grant stock
options, restricted stock units or other forms of equity compensation, to employees in the future. In
order to continue granting equity compensation at competitive levels, we must seek stockholder
approval for any increases to the number of shares reserved for issuance under our equity incentive
plans, such as the share increase that was approved at our 2015 Annual Meeting of Stockholders, and
we cannot assure you that we will receive such approvals in the future. Any failure to receive approval
for current or future proposed increases could prevent us from granting equity compensation at
competitive levels and make it more difficult to attract, retain and motivate employees. Further, to the
extent that we expand our business or product lines through the acquisition of other businesses, any
failure to receive any such approvals could prevent us from securing employment commitments from
such newly acquired employees. Failure to attract and retain key personnel could harm our competitive
position, results of operations and financial condition.

If we experience a significant disruption in our information technology systems or breaches of data security,
our business could be adversely affected.

We rely on information technology systems to keep financial records and corporate records,
communicate with staff and external parties and operate other critical functions, including sales and
manufacturing processes. Our information technology systems are potentially vulnerable to disruption
due to breakdown, malicious intrusion and computer viruses or environmental impact. If we were to
experience a prolonged system disruption in our information technology systems, it could negatively
impact the coordination of our sales, planning and manufacturing activities, which could adversely
affect our business. In addition, in order to maximize our information technology efficiency, we have
physically consolidated our primary corporate data and computer operations. This concentration,
however, exposes us to a greater risk of disruption to our internal information technology systems.
Although we maintain offsite back-ups of our data, if operations at our facilities were disrupted, it may
cause a material disruption in our business if we are not capable of restoring function on an acceptable
time frame.

In addition, our information technology systems are potentially vulnerable to data security
breaches-whether by employees or others-which may expose sensitive data to unauthorized persons.
Such data security breaches could lead to the loss of trade secrets or other intellectual property, or
could lead to the public exposure of sensitive and confidential information of our employees,
customers, suppliers and others, any of which could have a material adverse effect on our business,
financial condition and results of operations. Moreover, a security breach or privacy violation that leads
to disclosure or modification of, or prevents access to, patient information, including personally
identifiable information or protected health information, could harm our reputation, compel us to
comply with federal and/or state breach notification laws, subject us to mandatory corrective action,
require us to verify the correctness of database contents and otherwise subject us to liability under laws
and regulations that protect personal data, resulting in increased costs or loss of revenue.

While we have implemented a number of protective measures, including firewalls, antivirus and

malware detection tools, patches, log monitors, routine back-ups, system audits, routine password
modifications and disaster recovery procedures, such measures may not be adequate or implemented
properly to prevent or fully address the adverse effect of such events, and in some cases we may be
unaware of an incident or its magnitude and effects. If we are unable to prevent such security breaches
or privacy violations or implement satisfactory remedial measures, our operations could be disrupted,
and we may suffer loss of reputation, financial loss and other regulatory penalties because of lost or
misappropriated information, including sensitive patient data. In addition, these breaches and other
inappropriate access can be difficult to detect, and any delay in identifying them may lead to increased
harm of the type described above.

If we are unable to successfully interface our automation solutions with the existing information systems of
our customers, they may choose not to use our products and services.

For healthcare facilities to fully benefit from our automation solutions, our systems must interface

with their existing information systems. This may require substantial cooperation, incremental
investment and coordination on the part of our customers and may require coordination with third-
party suppliers of the existing information systems. There is little uniformity in the systems currently
used by our customers, which complicates the interfacing process. If these systems are not successfully
interfaced, our customers could choose not to use or to reduce their use of our automation solutions,
which would harm our business. Also, these information systems are impacted by regulatory forces,
such as the HITECH Act, Meaningful Use Stages, and HIPAA Omnibus Rules, and may evolve their
interoperability functionality accordingly. We expect to comply with the mandatory standards and
certifications that enable us to continuously interoperate with partner information system, but such
symbiotic evolution in a changing regulatory environment can at times create an execution risk.

Additionally, our competitors may enter into agreements with providers of hospital information

management systems that are designed to increase the interoperability of their respective products. To
the extent our competitors are able to increase the interoperability of their products with those of the
major hospital information systems providers, customers who utilize such information systems may
choose not to use our products and services. In addition, hospital information systems providers may
choose to develop their own solutions that could compete with ours. Furthermore, we expect the
importance of interoperability to increase in the next few years. Regulations such as the HITECH Act
Meaningful Use Stage 3 are expected to heavily focus on evidence and outcomes. Given our role in
care delivery process, the data generated by our products may be a key input for assessing and
reporting on clinical outcomes. This may elevate interoperability with information systems to a relative
importance to our customers creating a business opportunity and risk.

Our failure to protect our intellectual property rights could negatively affect our ability to compete.

Our success depends in part on our ability to obtain patent protection for technology and
processes and our ability to preserve our trademarks, copyrights and trade secrets. We have pursued
patent protection in the United States and foreign jurisdictions for technology that we believe to be
proprietary and for technology that offers us a potential competitive advantage for our products. We
intend to continue to pursue such protection in the future. Our issued patents relate to various features
of our medication and supply dispensing systems and our packaging systems. We cannot assure you that
we will file any patent applications in the future, and that any of our patent applications will result in
issued patents or that, if issued, such patents will provide significant protection for our technology and
processes. As an example, in September 2014, an action was brought against us, to, among other
matters, correct the inventorship of certain patents owned by us. Furthermore, we cannot assure you
that others will not develop technologies that are similar or superior to our technology or that others
will not design around the patents we own. All of our system software is copyrighted and subject to the
protection of applicable copyright laws. Despite our efforts to protect our proprietary rights,
unauthorized parties may attempt to copy aspects of our products or obtain and use information that
we regard as proprietary, which could harm our competitive position.

Our quarterly operating results may fluctuate and may cause our stock price to decline.

Our quarterly operating results may vary in the future depending on many factors that include, but

are not limited to, the following:

(cid:127) our ability to successfully install our products on a timely basis and meet other contractual

obligations necessary to recognize revenue;

(cid:127) our ability to execute the manufacturing ramp up of our new XT Series;

(cid:127) the impact of the reduction in our workforce and closure of our Nashville, Tennessee and

Slovenia facilities;

(cid:127) our ability to continue cost reduction efforts;

(cid:127) our ability to implement development and manufacturing Centers of Excellence;

(cid:127) the size, product mix and timing of orders for our medication and supply dispensing systems,

and our medication packaging systems, and their installation and integration;

(cid:127) the overall demand for healthcare medication management and supply chain solutions;

(cid:127) changes in pricing policies by us or our competitors;

(cid:127) the number, timing and significance of product enhancements and new product announcements

by us or our competitors;

(cid:127) the timing and significance of any acquisition or business development transactions that we may
consider or negotiate and the revenues, costs and earnings that may be associated with these
transactions;

(cid:127) the relative proportions of revenues we derive from products and services;

(cid:127) fluctuations in the percentage of sales attributable to our international business;

(cid:127) our customers’ budget cycles;

(cid:127) changes in our operating expenses and our ability to stabilize expenses;

(cid:127) expenses incurred to remediate product quality or safety issues;

(cid:127) our ability to generate cash from our accounts receivable on a timely basis;

(cid:127) the performance of our products;

(cid:127) changes in our business strategy;

(cid:127) macroeconomic and political conditions, including fluctuations in interest rates, tax increases and

availability of credit markets; and

(cid:127) volatility in our stock price and its effect on equity-based compensation expense.

Due to all of these factors, our quarterly revenues and operating results are difficult to predict and

may fluctuate, which in turn may cause the market price of our stock to decline.

If we are unable to maintain our relationships with group purchasing organizations or other similar
organizations, we may have difficulty selling our products and services to customers represented by these
organizations.

A number of group purchasing organizations, including Intalere (f.k.a. Amerinet, Inc.), Vizient Inc,
Premier Inc., Cardinal Health, AmerisourceBergen, and HealthTrust Purchasing Group have negotiated
standard contracts for our products on behalf of their member healthcare organizations. Members of
these group purchasing organizations may purchase under the terms of these contracts, which obligate
us to pay the group purchasing organization a fee. We have also contracted with the United States
General Services Administration, allowing the Department of Veteran Affairs, the Department of
Defense and other Federal Government customers to purchase our products. These contracts enable us
to more readily sell our products and services to customers represented by these organizations. Some of
our contracts with these organizations are terminable at the convenience of either party. The loss of
any of these relationships could impact the breadth of our customer base and could impair our ability
to meet our revenue targets or increase our revenues. These organizations may not renew our contracts

on similar terms, if at all, and they may choose to terminate our contracts before they expire, any of
which could cause our revenues to decline.

If we are unable to maintain our relationships with major institutional pharmacies, we may experience a
decline in the sales of blister cards and other consumables sold to these customers.

The institutional pharmacy market consists of significant national suppliers of medications to
non-acute care facilities, smaller regional suppliers, and very small local suppliers. Although none of
these customers comprised more than 10% of our total revenues for the year ended December 31,
2016, they have, in some periods, comprised up to 17% of our Medication Adherence segment
revenues. If these larger national suppliers were to purchase consumable blister card components from
alternative sources, or if alternatives to blister cards were used for medication control, our revenues
would decline.

We depend on a limited number of suppliers for our products and our business may suffer if we were required
to change suppliers to obtain an adequate supply of components, equipment and raw materials on a timely
basis.

Although we generally use parts and components for our products with a high degree of

modularity, certain components are presently available only from a single source or limited sources. We
rely on a limited number of suppliers for the raw materials that are necessary in the production of our
consumable medication packages. While we have generally been able to obtain adequate supplies of all
components and raw materials in a timely manner from existing sources, or where necessary, from
alternative sources of supply, we have entered into relationships with new suppliers in connection with
the launch of our XT Series products. We engage multiple single source third-party manufacturers to
build several of our sub-assemblies. The risk associated with changing to alternative vendors, if
necessary, for any of the numerous components used to manufacture our products could limit our
ability to manufacture our products and harm our business. Due to our reliance on a few single source
partners to build our hardware sub-assemblies and on a limited number of suppliers for the raw
materials that are necessary in the production of our consumable medication packages, a reduction or
interruption in supply from our partners or suppliers, or a significant increase in the price of one or
more components could have an adverse impact on our business, operating results and financial
condition. In certain circumstances, the failure of any of our suppliers or us to perform adequately
could result in quality control issues affecting end users’ acceptance of our products. These impacts
could damage customer relationships and could harm our business.

Our failure to maintain effective internal control over financial reporting in accordance with Section 404 of
the Sarbanes-Oxley Act of 2002 could cause our stock price to decline.

Section 404 of the Sarbanes-Oxley Act of 2002 and the related rules and regulations of the SEC

require annual management assessments of the effectiveness of our internal control over financial
reporting and a report by our independent registered public accounting firm attesting to the
effectiveness of internal control. If we fail to maintain effective internal control over financial reporting,
as such standards are modified, supplemented or amended from time to time, we may not be able to
ensure that we can conclude on an ongoing basis that we have effective internal control over financial
reporting.

If the market price of our common stock continues to be highly volatile, the investment value of our common
stock may decline.

Our common stock traded between $25.06 and $40.50 per share during the year ended

December 31, 2016. The market price for shares of our common stock has been and may continue to

be highly volatile. In addition, our announcements or external events may have a significant impact on
the market price of our common stock. These announcements or external events may include:

(cid:127) changes in our operating results;

(cid:127) developments in our relationships with corporate customers;

(cid:127) developments with respect to the Aesynt and Ateb Acquisitions;

(cid:127) changes in the ratings of our common stock by securities analysts;

(cid:127) announcements by us or our competitors of technological innovations or new products;

(cid:127) announcements by us or our competitors of acquisitions of businesses, products or technologies;

(cid:127) general economic and market conditions.

Furthermore, the stock market as a whole from time to time has experienced extreme price and

volume fluctuations, which have particularly affected the market prices for technology companies.
These broad market fluctuations may cause the market price of our common stock to decline
irrespective of our performance. In addition, sales of substantial amounts of our common stock in the
public market could lower the market price of our common stock.

In addition, stockholders have initiated class action lawsuits against companies following periods of

volatility in the market prices of these companies’ stock. For example, on March 19, 2015, a putative
class action lawsuit was filed against Omnicell and two of our executive officers in the U.S. District
Court for the Northern District of California purporting to assert claims on behalf of a class of
purchasers of Omnicell stock between May 2, 2014 and March 2, 2015. The complaint alleged that
defendants violated Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 by purportedly
making false and misleading statements regarding the existence of a ‘‘side letter’’ arrangement and the
adequacy of internal controls that allegedly resulted in false and misleading financial statements. The
Company and the individual defendants were not served with the complaint and on May 20, 2015, the
plaintiff filed a notice of voluntary dismissal of the lawsuit without prejudice.

Circumstances may arise that could prevent the timely reporting of our financial information, which could
harm our stock price and quotation on the NASDAQ Global Select Market.

On March 17, 2015, we announced that we were delaying the filing of our Annual Report on
Form 10-K for the year ended December 31, 2014 (the ‘‘Annual Report’’) beyond the automatic 15-day
extension period permitted under the rules of the Securities and Exchange Commission because of the
internal investigation that we commenced following receipt of a notice from an Omnicell employee on
February 27, 2015 alleging, among other matters, the existence of a ‘‘side letter’’ arrangement with an
Omnicell customer for certain discounts and Omnicell products that were to be provided at no cost, but
which were not reflected in the final invoices paid by such customer.

Because we were unable to timely file the Annual Report, on March 18, 2015, we received an

expected written notification (the ‘‘Notice’’) from the NASDAQ OMX Group, Inc. (‘‘Nasdaq’’)
indicating that Omnicell was not in compliance with Nasdaq Listing Rule 5250(c)(1) for continued
listing, due to the delay in filing the Annual Report beyond the extended filing due date. Under the
Nasdaq continued listing rules, we had 60 calendar days from the date of the letter to either file the
Annual Report or submit a plan to regain compliance.

During the period between the date the Annual Report was due and the date of its filing, our

stock price experienced some volatility. We have concluded the investigation causing the delay of the
filing of the Annual Report. Even though the results of the investigation led the Company to determine
that effective internal control over financial reporting was maintained in all material respects and that

there are no changes required to be made to the Company’s Consolidated Financial Statements, we
cannot assure you that similar circumstances will not arise in the future that will cause us to delay the
filing of our periodic financial reports, which could harm our stock price and, if such delay were to
continue for a period of time, impact our continued listing on the NASDAQ Global Select Market.

Our U.S. government lease agreements are subject to annual budget funding cycles and mandated unilateral
changes, which may affect our ability to enter into such leases or to recognize revenue and sell receivables
based on these leases.

U.S. government customers that lease our equipment typically sign contracts with five-year

payment terms that are subject to one-year government budget funding cycles. Further, the government
has in certain circumstances mandated unilateral changes in its Federal Supply Services contract that
could render our lease terms with the government less attractive. In our judgment and based on our
history with these accounts, we believe these receivables are collectible. However, in the future, the
failure of any of our U.S. government customers to receive their annual funding, or the government
mandating changes to the Federal Supply Services contract could impair our ability to sell lease
equipment to these customers or to sell our U.S. government receivables to third-party leasing
companies. In addition, the ability to collect payments on unsold receivables could be impaired and
may result in a write-down of our unsold receivables from U.S. government customers. The balance of
our unsold leases to U.S. government customers was $12.5 million as of December 31, 2016.

If we fail to manage our inventory properly, our revenue, gross margin and profitability could suffer.

Managing our inventory of components and finished products is a complex task. A number of
factors, including, but not limited to, the need to maintain a significant inventory of certain components
that are in short supply or that must be purchased in bulk to obtain favorable pricing, the general
unpredictability of demand for specific products and customer requests for quick delivery schedules,
may result in us maintaining large amounts of inventory. Other factors, including changes in market
demand, customer requirements and technology, may cause our inventory to become obsolete. Any
excess or obsolete inventory could result in inventory write-downs, which in turn could harm our
business and results of operations.

Intellectual property claims against us could harm our competitive position, results of operations and financial
condition.

We expect that developers of medication and supply dispensing systems and medication packaging
systems, will be increasingly subject to infringement claims as the number of products and competitors
in our industry grows and the functionality of products in different industry segments overlaps. In the
future, third parties may claim that we have infringed upon their intellectual property rights with
respect to current or future products. We do not carry special insurance that covers intellectual
property infringement claims; however, such claims may be covered under our traditional insurance
policies. These policies contain terms, conditions and exclusions that make recovery for intellectual
property infringement claims difficult to guarantee. Any infringement claims, with or without merit,
could be time-consuming to defend, result in costly litigation, divert management’s attention and
resources, cause product shipment delays or require us to enter into royalty or licensing agreements.
These royalty or licensing agreements, if required, may not be available on terms acceptable to us, or at
all, which could harm our competitive position, results of operations and financial condition.

Our software products are complex and may contain defects, which could harm our reputation, results of
operations and financial condition.

We market products that contain software and products that are software only. Although we
perform extensive testing prior to releasing software products, these products may contain undetected

errors or bugs when first released. These may not be discovered until the product has been used by
customers in different application environments. Failure to discover product deficiencies or bugs could
require design modifications to previously shipped products or cause delays in the installation of our
products and unfavorable publicity or negatively impact system shipments, any of which could harm our
business, financial condition and results of operations.

Product liability claims against us could harm our competitive position, results of operations and financial
condition.

Our products provide medication management and supply chain management solutions for the
healthcare industry. Despite the presence of healthcare professionals as intermediaries between our
products and patients, if our products fail to provide accurate and timely information or operate as
designed, customers, patients or their family members could assert claims against us for product
liability. Moreover, failure of health care facility employees to use our products for their intended
purposes could result in product liability claims against us. Litigation with respect to product liability
claims, regardless of any outcome, could result in substantial cost to us, divert management’s attention
from operations and decrease market acceptance of our products. We possess a variety of insurance
policies that include coverage for general commercial liability and technology errors and omissions
liability. We attempt to mitigate these risks through contractual terms negotiated with our customers.
However, these policies and protective contractual terms may not be adequate against product liability
claims. A successful claim brought against us, or any claim or product recall that results in negative
publicity about us, could harm our competitive position, results of operations and financial condition.
Also, in the event that any of our products is defective, we may be required to recall or redesign those
products.

We are dependent on technologies provided by third-party vendors, the loss of which could negatively and
materially affect our ability to market, sell, or distribute our products.

Some of our products incorporate technologies owned by third parties that are licensed to us for
use, modification, and distribution. For example, the VBM 200/F is manufactured by a third part and
sold by us pursuant to a distribution and supplier agreement. If we lose access to third-party
technologies, or we lose the ongoing rights to modify and distribute these technologies with our
products, we will have to devote resources to independently develop, maintain and support the
technologies ourselves, pay increased license costs, or transition to another vendor. Any independent
development, maintenance or support of these technologies by us or the transition to alternative
technologies could be costly, time consuming and could delay our product releases and upgrade
schedules. These factors could negatively and materially affect our ability to market, sell or distribute
our products.

Complications in connection with our ongoing business information system upgrades, including those required
to transition acquired entities onto information systems already utilized, and those implemented to adopt new
accounting standards, may impact our results of operations, financial condition and cash flows.

We continue to upgrade our enterprise-level business information system with new capabilities and

transition acquired entities onto information systems already utilized in the company. In 2015, we
replaced legacy Enterprise Requirements Planning systems used in the acquired Surgichem business
with systems currently in use in other parts of Omnicell. In 2016, we replaced the legacy Enterprise
Requirements Planning systems used in Mach4 with systems currently in use in other parts of Omnicell,
and we intend to do the same at Aesynt. Based upon the complexity of some of the upgrades, there is
risk that we will not see the expected benefit from the implementation of these upgrades in accordance
with their anticipated timeline and will incur costs in addition to those we have already planned for. In
addition, in future years, we may need to begin efforts to comply with final converged accounting

standards to be established by the Financial Accounting Standards Board (‘‘FASB’’) and the
International Accounting Standards Board (‘‘IASB’’) for revenues, leases and other components of our
financial reporting. These new standards could require us to modify our accounting policies. We further
anticipate that integration of these and possibly other new standards may require a substantial amount
of management’s time and attention and require integration with our enterprise resource planning
system. The implementation of the system and the adoption of future new standards, in isolation as
well as together, could result in operating inefficiencies and financial reporting delays, and could impact
our ability to record certain business transactions timely. All of these potential results could adversely
impact our results of operations, financial condition and cash flows.

Outstanding employee stock options have the potential to dilute stockholder value and cause our stock price to
decline.

We grant stock options to certain of our employees as incentives to join Omnicell or as an
on-going reward and retention vehicle. We had options outstanding to purchase approximately
3.2 million shares of our common stock, at a weighted-average exercise price of $26.06 per share as of
December 31, 2016. If some or all of these shares are sold into the public market over a short time
period, the price of our common stock may decline, as the market may not be able to absorb those
shares at the prevailing market prices. Such sales may also make it more difficult for us to sell equity
securities in the future on terms that we deem acceptable.

Changes in our tax rates, the adoption of new tax legislation or exposure to additional tax liabilities could
affect our future results.

We are subject to taxes in the United States and other foreign jurisdictions. Our provision for
(benefit from) income taxes is subject to volatility and could be adversely impacted by earnings being
lower than anticipated in countries that have lower tax rates; by changes in the valuation of our
deferred tax assets and liabilities; by changes to domestic manufacturing deduction laws, regulations, or
interpretations thereof; by expiration of or lapses in tax incentives; by transfer pricing adjustments; by
tax effects of nondeductible compensation; by tax costs related to intercompany realignments; by
changes in accounting principles; or by changes in tax laws and regulations, treaties, or interpretations
thereof, including possible changes to the taxation of earnings of our foreign subsidiaries, the
deductibility of expenses attributable to foreign income, or the foreign tax credit rules. We are also
subject to examination of our income tax returns by the Internal Revenue Service and other tax
authorities. There can be no assurance that the outcomes from these examinations will not materially
adversely affect our financial condition and operating results.

Catastrophic events may disrupt our business and harm our operating results.

We rely on our network infrastructure, data centers, enterprise applications, and technology
systems for the development, marketing, support and sales of our products, and for the internal
operation of our business. These systems are susceptible to disruption or failure in the event of a major
earthquake, fire, flood, cyber-attack, terrorist attack, telecommunications failure, or other catastrophic
event. Many of these systems are housed or supported in or around our corporate headquarters located
in Northern California, near major earthquake faults, and where a significant portion of our research
and development activities and other critical business operations take place. Other critical systems,
including our manufacturing facilities for our consumable medication packages, are housed in
St. Petersburg, Florida, in communities that have been subject to significant tropical storms. Disruptions
to or the failure of any of these systems, and the resulting loss of critical data, which is not quickly
recoverable by the effective execution of disaster recovery plans designed to reduce such disruption,
could cause delays in our product development, prevent us from fulfilling our customers’ orders, and

could severely affect our ability to conduct normal business operations, the result of which would
adversely affect our operating results.

Recent developments relating to the United Kingdom’s referendum vote in favor of leaving the European
Union could adversely affect us.

The United Kingdom held a referendum on June 23, 2016 in which a majority voted for the

United Kingdom’s withdrawal from the European Union (the ‘‘EU’’), commonly referred to as
‘‘Brexit’’. As a result of this vote, negotiations are expected to commence to determine the terms of the
United Kingdom’s withdrawal from the EU as well as its relationship with the EU going forward,
including the terms of trade between the United Kingdom and the EU. The effects of Brexit have been
and are expected to continue to be far-reaching. Brexit and the perceptions as to its impact may
adversely affect business activity and economic conditions in Europe and globally and could continue to
contribute to instability in global financial markets. Brexit could also have the effect of disrupting the
free movement of goods, services and people between the United Kingdom and the EU. However, the
full effects of Brexit are uncertain and will depend on any agreements the United Kingdom may make
to retain access to EU markets. Brexit could also lead to legal uncertainty and potentially divergent
national laws and regulations as the United Kingdom determines which EU laws to replace or
replicate. Lastly, as a result of the Brexit, other European countries may seek to conduct referenda
with respect to their continuing membership with the EU. Given these possibilities and others we may
not anticipate, as well as the lack of comparable precedent, the full extent to which our business,
results of operations and financial condition could be adversely affected by Brexit is uncertain.

The conflict minerals provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act could
result in additional costs and liabilities.

In accordance with the Dodd-Frank Wall Street Reform and Consumer Protection Act, the SEC

established disclosure and reporting requirements for those companies that use ‘‘conflict minerals’’
mined from the Democratic Republic of Congo and adjoining countries, whether or not these products
are manufactured by third parties. These new requirements could affect the sourcing of materials used
in our products as well as the companies we use to manufacture our products. In circumstances where
conflict minerals in our products are found to be sourced from the Democratic Republic of the Congo
or surrounding countries, we may take actions to change materials or designs to reduce the possibility
that our purchase of conflict minerals may fund armed groups in the region. These actions could add
engineering and other costs to the manufacture of our products.

We expect to incur costs on an ongoing basis to comply with the requirements related to the

discovery of the origin of the tantalum, tin, tungsten and gold used in our products, including
components we purchase from third parties, and to audit our conflict minerals disclosures. Our
reputation may also suffer if we have included conflict minerals originating in the Democratic Republic
of the Congo or surrounding countries in our products.

Anti-takeover provisions in our charter documents and under Delaware law, and any stockholders’ rights plan
we may adopt in the future, make an acquisition of us, which may be beneficial to our stockholders, more
difficult.

We are incorporated in Delaware. Certain anti-takeover provisions of Delaware law and our
charter documents as currently in effect may make a change in control of our company more difficult,
even if a change in control would be beneficial to the stockholders. Our anti-takeover provisions
include provisions in our certificate of incorporation providing that stockholders’ meetings may only be
called by our Board of Directors and provisions in our bylaws providing that the stockholders may not
take action by written consent and requiring that stockholders that desire to nominate any person for
election to our Board of Directors or to make any proposal with respect to business to be conducted at

a meeting of our stockholders be submitted in appropriate form to our Secretary within a specified
period of time in advance of any such meeting. Delaware law also prohibits corporations from engaging
in a business combination with any holders of 15% or more of their capital stock until the holder has
held the stock for three years unless, among other possibilities, our Board of Directors approves the
transaction. Our Board of Directors may use these provisions to prevent changes in the management
and control of our company. Also, under applicable Delaware law, our board of directors may adopt
additional anti-takeover measures in the future.

The stockholder rights plan adopted by our Board of Directors in February 2003 expired by its

terms in February 2013. Our Board of Directors could adopt a similar plan in the future if it
determines that such action is in the best interests of our stockholders. Such a plan may have the effect
of discouraging, delaying or preventing a change in control of our company that may be beneficial to
our stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are currently no unresolved issues with respect to any Commission staff’s written comments.

ITEM 2. PROPERTIES

Our headquarters are located in leased facilities in Mountain View, California. The following is a

list of our leased facilities and their primary functions.

Site

Major Activity

Segment

Approximate
Square Footage

St. Petersburg, Florida . . . . . . Administration, marketing,
research and development
and manufacturing

Cranberry, Pennsylvania(1) . . Administration, marketing,

and research and
development

Warrendale, Pennsylvania(1) . Manufacturing and

Administration

Mountain View, California . . . Administration, marketing,

and research and
development

Medication Adherence

132,500

Automation and
Analytics

Automation and
Analytics
Automation and
Analytics

116,300

107,000

99,900

Irlam, United Kingdom . . . . . Administration, sales,

Medication Adherence

61,000

Raleigh, North Carolina(2) . . Administration, marketing,

Medication Adherence

48,200

marketing and distribution
center

Milpitas, California . . . . . . . . Manufacturing

and research and
development

Waukegan, Illinois . . . . . . . . . Technical support and training

Nashville, Tennessee(3) . . . . . Research and development

Bochum, Germany . . . . . . . . Administration, sales,

and marketing

marketing and distribution
center

Automation and
Analytics
Automation and
Analytics
Automation and
Analytics
Automation and
Analytics

46,300

38,500

24,800

11,000

(1) Leased facilities as a result of Aesynt Acquisition in January 5, 2016

(2) Leased facility as result of Ateb Acquisition in December 8, 2016

(3) We plan the closure of these facilities in 2017

We also have smaller rented offices in Strongsville, Ohio, the United Arab Emirates, the People’s

Republic of China, Hong Kong, and the Federal Republic of Germany, and as a result of our recent
acquisitions of Mach4, Avantec, Aesynt and Ateb we have smaller rented facilities in France, the
United Kingdom, Canada, Italy, and Slovenia(3).

We believe that these facilities are sufficient for our current operational needs and that suitable

additional space will be available on commercially reasonable terms to accommodate expansion of our
operations, if necessary.

For additional information regarding our obligations pursuant to operating leases, see Note 10,
Commitments and Contingencies, of the Notes to Consolidated Financial Statements in this annual
report.

ITEM 3. LEGAL PROCEEDINGS

The information set forth under ‘‘Legal Proceedings’’ in Note 10, Commitments and

Contingencies, of the Notes to Consolidated Financial Statements included in this annual report is
incorporated herein by reference.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER

MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market for Our Common Stock

Our common stock is traded on The NASDAQ Global Select Market under the symbol ‘‘OMCL’’.

The following table sets forth the high and low sales prices per share of our common stock for the
periods indicated.

Year Ended December 31, 2016

High

Low

Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
First Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$38.52
$40.50
$34.71
$30.78

$30.35
$33.99
$26.46
$25.06

Year Ended December 31, 2015

High

Low

$32.21
$40.80
$39.10
$35.79

$26.08
$30.09
$33.78
$30.35

Stockholders

There were 111 registered stockholders of record as of December 31, 2016. A substantially greater

number of stockholders are beneficial holders, whose shares of record are held by banks, brokers and
other financial institutions.

Dividend Policy

We have never declared or paid any cash dividends on our common stock. We currently expect to
retain any future earnings for use in the operation and expansion of our business and do not anticipate
paying any cash dividends on our common stock in the foreseeable future.

Performance Graph

The following graph compares total stockholder returns for Omnicell’s common stock for the past
five years to three indexes: the NASDAQ Composite Index, the NASDAQ Health Care Index, and the
NASDAQ Health Services Index. The graph assumes $100 was invested in each of the Company’s
common stock, the NASDAQ Composite Index, the NASDAQ Health Care Index, and the NASDAQ
Health Services Index as of the market close on December 31, 2011. The total return for Omnicell’s
common stock and for each index assumes the reinvestment of all dividends, although cash dividends
have never been declared on Omnicell’s common stock, and is based on the returns of the component
companies weighted according to their capitalization as of the end of each annual period.

The NASDAQ Composite Index tracks the aggregate price performance of equity securities traded

on The NASDAQ Stock Market. The NASDAQ Health Care Index and NASDAQ Health Services
Index tracks the aggregate price performance of health care and health services equity securities.
Omnicell’s common stock is traded on The NASDAQ Global Select Market and is a component of
both indexes. The stock price performance shown on the graph is not necessarily indicative of future
price performance.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN(1)(2)

Among Omnicell, Inc., the NASDAQ Composite Index, the NASDAQ Health Care Index and

the NASDAQ Health Services Index

$300

$250

$200

$150

$100

$50

12/11

12/12

12/13

12/14

12/15

12/16

Omnicell, Inc.

NASDAQ Composite

NASDAQ Health Care

NASDAQ Health Services

13MAR201714274186

(1) $100 invested on December 31, 2011 in stock or index, including reinvestment of dividends.

(2) This section is not deemed ‘‘soliciting material’’ or to be ‘‘filed’’ with the SEC and is not to be
incorporated by reference into any filing of Omnicell, Inc. under the Securities Act of 1933, as
amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the
date hereof and irrespective of any general incorporation language in any such filing.

Year Ended December 31,

2011

2012

2013

2014

2015

2016

. . . . . . . . . . . . . . . . . . . . . . . . . .
Omnicell, Inc.
NASDAQ Composite . . . . . . . . . . . . . . . . . . . . .
NASDAQ Health Care . . . . . . . . . . . . . . . . . . .
NASDAQ Health Services . . . . . . . . . . . . . . . . .

100.00
100.00
100.00
100.00

90.01
116.41
124.44
115.47

154.54
165.47
193.41
167.94

200.48
188.69
245.57
204.39

188.14
200.32
257.17
220.44

205.21
216.54
211.94
188.28

Stock Repurchase Programs

There were no stock repurchases during 2016. Refer to Note 12, Stock Repurchases, of the Notes

to Consolidated Financial Statements in this annual report for additional information.

ITEM 6. SELECTED FINANCIAL DATA

The following selected consolidated financial data is derived from our Consolidated Financial
Statements. This data should be read in conjunction with our Consolidated Financial Statements and
related Notes included in this annual report and with Item 7, Management’s Discussion and Analysis of
Financial Condition and Results of Operations. Historical results may not be indicative of future
results.

Consolidated Statements of Operations Data:
Total revenue . . . . . . . . . . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . . . . . . . . . . .
Net income . . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share:

Year Ended December 31,

2016(1)

2015(2)

2014(3)

2013

2012(4)

(In thousands, except per share amounts)

$692,623
313,800
6,481
603

$484,559
247,930
48,632
30,760

$440,900
233,860
49,583
30,518

$380,585
203,399
35,299
23,979

$314,027
170,588
27,126
16,178

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . .

$
$

0.02
0.02

$
$

0.86
0.84

$
$

0.86
0.83

$
$

0.69
0.67

$
$

0.49
0.47

Shares used in per shares calculations:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . .

36,156
36,864

35,857
36,718

35,650
36,622

34,736
35,777

33,307
34,213

December 31,

2016

2015(2)

2014(3)

2013

2012(4)

(In thousands)

Consolidated Balance Sheet Data:
Total assets . . . . . . . . . . . . . . . . . . . . . . . . . .
Total liabilities . . . . . . . . . . . . . . . . . . . . . . . .
Total stockholders’ equity . . . . . . . . . . . . . . . .

$935,103
503,496
$431,607

$578,747
176,359
$402,388

$560,214
170,116
$390,098

$492,501
143,504
$348,997

$441,819
134,269
$307,550

(1) Includes Aesynt and Ateb financial results as of the acquisition dates of January 2016 and

December 2016, respectively.

(2) Includes Avantec and Mach4 financial results as of April 2015, the acquisition date.

(3) Includes Surgichem financial results as of August 2014, the acquisition date.

(4) Includes MTS financial results as of May 2012, the acquisition date.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our Consolidated Financial
Statements and related notes in this annual report. This discussion may contain forward-looking statements
based upon current expectations that involve risks and uncertainties. Our actual results and the timing of
selected events could differ materially from those anticipated in these forward-looking statements as a result
of several factors, including those set forth under Item 1A ‘‘Risk Factors’’ and elsewhere in this annual
report. Unless otherwise stated, references in this report to particular years or quarters refer to our fiscal year
and the associated quarters of those fiscal years.

Our Business

OVERVIEW

We are a leading provider of comprehensive automation and business analytics software solutions

Omnicell Medication Adherence solutions, including the MTS and Ateb brands, provide innovative
medication adherence packaging solutions that can help reduce costly hospital readmissions and enable
institutional and retail pharmacies worldwide to maintain high accuracy and quality standards in
medication dispensing and administration while optimizing productivity and controlling costs.

We sell our product and consumable solutions together with related service offerings. Revenue

generated in the United States represented 85% of our total revenues in 2016 and we expect our
revenues from international operations to increase in future periods as we continue to grow our
international business. We have not sold in the past, and have no future plans to sell our products
either directly or indirectly, to customers located in countries that are identified as state sponsors of
terrorism by the U.S. Department of State, and are subject to economic sanctions and export controls.

Operating Segments

Beginning in the first quarter of 2015, we have managed our business as two operating segments,

Automation and Analytics and Medication Adherence.

Automation and Analytics

The Automation and Analytics segment is organized around the design, manufacturing, selling and

Medication Adherence

The Medication Adherence segment primarily includes the development, manufacturing and selling
of consumable medication blister cards, packaging equipment, medication synchronization platform, and
ancillary products and services. These products are used to manage medication administration outside
of the hospital setting and include medication adherence products sold under the brand name MTS,
SureMed, Ateb, and the Omnicell brands. MTS products consist of proprietary medication packaging
systems and related products for use by institutional pharmacies servicing long-term care and
correctional facilities or retail pharmacies serving patients in their local communities. Recently acquired
Ateb is a provider of pharmacy-based patient care solutions and medication synchronization to
independent and chain pharmacies.

For further description of our operating segments, please refer to Note 13, Segment and
Geographical Information, of the Notes to Consolidated Financial Statements in this annual report.

Strategy

The healthcare market is experiencing a period of substantive change. The adoption of electronic

healthcare records, new regulatory constraints, and changes in the reimbursement structure have caused
healthcare institutions to re-examine their operating structures, re-prioritize their investments, and seek
efficiencies. We believe our customers’ evolving operating environment creates challenges for any
supplier, but also affords opportunities for suppliers that are able to partner with customers to help
them meet the changing demands. We have and intend to continue to invest in the strategies which we
believe have generated and will continue to generate our revenue and earnings growth, while
supporting our customers’ initiatives and needs. These strategies include:

(cid:127) Development of differentiated solutions. We invest in the development of products that we
believe bring patient safety and workflow efficiency to our customers’ operations that they
cannot get from other competing solutions. These differentiators may be as small as how a
transaction operates or information provided on a report or as large as the entire automation of
a workflow that would otherwise be completed manually. We intend to continue our focus on
differentiating our products, and we carefully assess our investments regularly as we strive to
ensure those investments provide the solutions most valuable to our customers.

(cid:127) Deliver our solutions to new markets. Areas of healthcare where work is done manually may
benefit from our existing solutions. These areas include hospitals that continue to employ
manual operations, healthcare segments of the U.S. market outside hospitals and markets
outside the United States. We weigh the cost of entering these new markets against the expected
benefits and focus on the markets that we believe are most likely to adopt our products.

(cid:127) Expansion of our solutions through acquisitions and partnerships. Our acquisitions have
generally been focused on automation of manual workflows or data analytics, which is the
enhancement of data for our customers’ decision-making processes. We believe that expansion of
our product lines through acquisition and partnerships to meet our customers changing and
evolving expectations is a key component to our historical and future success.

Our investments have been consistent with the strategies outlined above. To differentiate our
solutions from others available in the market, in December 2016 we introduced the XT Series, our new
generation of medication and supply automation that is fully integrated on our Unity enterprise
platform. The XT Series includes automated medication and supply dispensing cabinets, the Anesthesia
Workstation, and Controlled Substance Manager. The XT Automated Medication Cabinets are
expected to also be integrated with Connect-Rx(cid:3) from Aesynt, so customers in the United States who
use AcuDose-Rx(cid:3) cabinets can take advantage of the new hardware without changing their software or
server infrastructure. As part of this product introduction we developed a new hardware and electronics
architecture for the XT Series. The new design enables more medications to be stocked within the
same footprint—the XT cabinets offer up to 50% more capacity compared with similar units on the
market.

Consistent with our strategy to enter new markets, we have made investments in our selling,
general and administrative expenses to expand our sales team and market to new customers. Our
international efforts have focused primarily on three markets: Western Europe where we sell solutions
through a direct sales team; Middle Eastern countries of the Arabian Peninsula where new healthcare
facility construction is taking place; and in China, where we launched a Mandarin version of our
automated dispensing systems. We have also expanded our sales efforts to medication adherence
customers in the United States which has allowed us to sell our automated dispensing solutions and
other products to this market.

Expansion of our solutions through acquisitions and partnerships include our acquisition of MTS in

2012, our acquisition of Surgichem in August 2014, our acquisitions of Mach4 and Avantec in April

2015, our acquisition of Aesynt in January 2016, and most recently, our acquisition of Ateb in
December 2016. Surgichem is a provider of medication adherence products in the United Kingdom.
Mach4 is a provider of automated medication management systems to retail and hospital pharmacy
customers primarily in Europe, with additional installations in China, the Middle East and Latin
America. Avantec develops medication and supply automation products that complement our solutions
for configurations suited to the United Kingdom marketplace, and has been the exclusive United
Kingdom distributor for our medication and supply automation solutions since 2005. Aesynt is a
provider of automated medication management systems, including dispensing robots with storage
solutions, medication storage and dispensing carts and cabinets, I.V. sterile preparation robotics and
software, including software related to medication management. Ateb is a provider of pharmacy-based
patient care solutions and medication synchronization to independent and chain pharmacies. We have
also developed relationships with major providers of hospital information management systems with the
goal of enhancing the interoperability of our products with their systems. We believe that enhanced
interoperability will help reduce implementation costs, time, and maintenance for shared clients, while
providing new clinical workflows designed to enhance efficiency and patient safety.

We believe that the success of our three leg strategy of differentiated products, expansion into new

markets and acquisition and partnership in future periods will be based on, among other factors:

(cid:127) Our expectation that the overall market demand for healthcare services will increase as the
population grows, life expectancies continue to increase and the quality and availability of
healthcare services increases;

(cid:127) Our expectation that the environment of increased patient safety awareness, increased regulatory

control, increased demand for innovative products that improve the care experience and
increased need for workflow efficiency through the adoption of technology in the healthcare
industry will make our solutions a priority in the capital budgets of healthcare facilities; and

(cid:127) Our belief that healthcare customers will continue to value a consultative customer experience

from their suppliers.

Among other financial measures, we utilize product bookings to assess the current success of our
strategies. Product bookings consist of all firm orders, as evidenced by a contract and purchase order
for equipment and software, and by a purchase order for consumables. Equipment and software
bookings are installable within twelve months and, other than subscription based sales, generally
recorded as revenue upon customer acceptance of the installation. Consumables are recorded as
revenue upon shipment to a customer or receipt by the customer, depending upon contract terms.
Consumable bookings are generally recorded as revenue within one month. Product bookings increased
by 38%, from $392 million in 2015 to $541 million in 2016, driven by the success of our growth
strategies in differentiated products, new markets and, by the contributions from recent acquisitions of
Aesynt, Ateb, Mach4 and Avantec.

In addition to product solution sales, we provide services to our customers. Our healthcare

customers expect a high degree of partnership involvement from their technology suppliers throughout
their ownership of the products. We provide extensive installation planning and consulting as part of
every product sale and included in the initial price of the solution. Our customers’ medication control
systems are mission critical to their success and our customers require these systems to be functional at
all times. To help assure the maximum availability of our systems, our customers typically purchase
maintenance and support contracts in one, two or five year increments. As a result of the growth of our
installed base of customers, our service revenues have also grown. We strive to provide the best service
possible, as measured by third-party rating agencies and by our own surveys, to assure our customers
continue to seek service maintenance from us.

The growth in our Automation and Analytics revenue was driven primarily by our success in
consistently expanding through acquisitions and growing the number of our customer installations for
the year ended December 31, 2016. To a lesser extent, but of equal importance, revenue growth was
also driven by our success in upgrading installed customers to our G4 technology, which is in line with
our strategy of striving to deliver differentiated innovation in our solutions. Our larger installed base
has provided growth opportunities and, as a result, our service revenues have also grown for the year
ended December 31, 2016.

The growth in the Med Adherence revenue was primarily driven by further market penetration and
adoption of our automated and semi-automated packaging equipment within the United States, as well
as modest price increases across the product line.

In the future, we expect our strategies to evolve as the business environment of our customers

evolves, but for our focus to remain on improving healthcare with solutions that help change the
practices in ways that improve patient and provider outcomes. We expect our investment in
differentiated products, new markets, and acquisitions and partnerships to continue. In 2017, we also
intend to manage our business to operating profit margins similar to those achieved in 2016. Our
full-time headcount of approximately 2,444 on December 31, 2016, an increase of 993 from
December 31, 2015, is dedicated to bringing our strategies to bear in all the markets in which we
participate.

On February 15, 2017, we announced our intention to create Centers of Excellence (‘‘COE’’) for

product development, engineering and manufacturing with the Point of Use COE located at our
facilities in California, the Robotics and Central Pharmacy COE located at our facilities near
Pittsburgh, Pennsylvania and the Medication Adherence Consumables COE located at our facilities in
St. Petersburg, Florida. As part of this initiative, we will be reducing our workforce by approximately
100 full-time employees, or about 4% of the total headcount, anticipated to be completed in the first
quarter of 2017. This reduction in force includes the closure of our Nashville, Tennessee office and our
manufacturing facility in Slovenia.

2016 Acquisitions

On January 5, 2016, we completed the acquisition of all of the membership interests of Aesynt
pursuant to the Aesynt’s Securities Purchase Agreement. Aesynt is a provider of automated medication
management systems, including dispensing robots with storage solutions, medication storage and
dispensing carts and cabinets, I.V. sterile preparation robotics and software, including software related
to medication management. The purchase price consideration was $271.5 million, net of cash acquired
of $8.2 million. The results of Aesynt’s operations have been included in our consolidated results of
operations since January 6, 2016, and presented as part of the Automation & Analytics segment.

On December 8, 2016, we completed our acquisition of ateb, Inc., and Ateb Canada Ltd.

(together, ‘‘Ateb’’) pursuant to the Ateb’s Securities Purchase Agreement. Ateb is a provider of
pharmacy-based patient care solutions and the medication synchronization solutions leader to
independent and chain pharmacies with over one million active pharmacy patients. The purchase price
consideration was $40.7 million, net of cash acquired of $0.9 million. The results of Ateb’s operations
have been included in our consolidated results of operations beginning December 9, 2016, and
presented as part of the Medication Adherence segment.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our discussion and analysis of our financial condition and results of operations are based on our

Consolidated Financial Statements, which have been prepared in accordance with United States
Generally Accepted Accounting Principles (‘‘U.S. GAAP’’). The preparation of these financial
statements requires us to make certain estimates and assumptions that affect the reported amounts of
assets and liabilities, disclosure of any contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting periods. We
regularly review our estimates and assumptions, which are based on historical experience and various
other factors that are believed to be reasonable under the circumstances, the results of which form the
basis for making judgments about the carrying values of certain assets and liabilities that are not readily
apparent from other sources. Actual results may differ from these estimates and assumptions. We
believe the following critical accounting policies are affected by significant judgments and estimates
used in the preparation of our Consolidated Financial Statements:

Revenue recognition

We earn revenues from sales of our medication and medical and surgical supply automation
systems along with consumables and related services that are sold in the healthcare industry, our
principal market. Revenues are reported net of discounts and rebates provided to our customers. Our
customer arrangements typically include one or more of the following deliverables:

Products. Software-enabled equipment that manages and regulates the storage and dispensing of

pharmaceuticals, consumable blister cards and packaging equipment and other medical supplies.

Software. Additional software applications that enable incremental functionality of our equipment.

Installation.

Installation of equipment as integrated systems at customers’ sites.

Post-installation technical support. Phone support, on-site service, parts and access to unspecified

software upgrades and enhancements, if and when available.

Professional services. Other customer services, such as training and consulting.

We recognize revenue when the earnings process is complete, based upon our evaluation of

whether the following four criteria have been met:

Persuasive evidence of an arrangement exists. We use signed customer contracts and customer
purchase orders as evidence of an arrangement for leases and sales. For service engagements, we use a
signed services agreement and a statement of work to evidence an arrangement.

Delivery has occurred. Equipment and embedded software product delivery is deemed to occur
upon successful installation and receipt of a signed and dated customer confirmation of installation
letter, providing evidence that we have delivered what a customer ordered. In instances of a customer
self-installation, product delivery is deemed to have occurred upon receipt of a signed and dated
customer confirmation letter. If a sale does not require installation, we recognize revenue on delivery
of products to the customer, including transfer of title and risk of loss, assuming all other revenue
criteria are met. For existing distributors, where installation of equipment training has been previously
provided and the distributor is certified to install our equipment at the end-user customer facility, we
recognize revenue from sales of products to the distributor upon shipment assuming all other revenue
criteria are met, net of allowance for rights of return or refund. For new distributors, where we have
not provided installation of equipment training, revenue on the sales of products to the distributor is
deferred until the distributor has completed the Distributor Training Program and has been certified to
install our equipment at the end-user facility. For the sale of consumable blister cards, we recognize
revenue when title and risk of loss of the products shipped have transferred to the customer, which

usually occurs upon shipment from our facilities. Assuming all other revenue criteria are met, we
recognize revenue for support services ratably over the related support services contract period. We
recognize revenue on training and professional services as they are performed.

Fee is fixed or determinable. We assess whether a fee is fixed or determinable at the outset of the

arrangement based on the payment terms associated with the transaction. We have established a history
of collecting under the original contract without providing concessions on payments, products or
services.

Collection is probable. We assess the probability of collecting from each customer at the outset of

the arrangement based on a number of factors, including the customer’s payment history and its
current creditworthiness. If, in our judgment, collection of a fee is not probable, we defer the revenue
until the uncertainty is removed, which generally means revenue is recognized upon our receipt of cash
payment assuming all other revenue criteria are met. Our historical experience has been that collection
from our customers is generally probable.

In arrangements with multiple deliverables, assuming all other revenue criteria are met, we
recognize revenue for individual delivered items if they have value to the customer on a standalone
basis. We allocate arrangement consideration at the inception of the arrangement to all deliverables
using the relative selling price method. This method requires us to determine the selling price at which
each deliverable could be sold if it were sold regularly on a standalone basis. When available, we use
vendor-specific objective evidence (‘‘VSOE’’) of the selling price. VSOE represents the price charged
for a deliverable when it is sold separately, or for a deliverable not yet being sold separately, the price
established by management with the relevant authority. We consider VSOE to exist when approximately
80% or more of our standalone sales of an item are priced within a reasonably narrow pricing range
(plus or minus 15% of the median rates). We have established VSOE of the selling price for our
post-installation technical support services and professional services. When VSOE of selling price is not
available, third-party evidence (‘‘TPE’’) of selling price for similar products and services is acceptable;
however, our offerings and market strategy differ from those of our competitors, such that we cannot
obtain sufficient comparable information about third parties’ prices. If neither VSOE nor TPE are
available, we use our best estimates of selling prices (‘‘BESP’’). We determine BESP considering factors
such as market conditions, sales channels, internal costs and product margin objectives and pricing
practices. We regularly review and update our VSOE and BESP information.

The relative selling price method allocates total arrangement consideration proportionally to each

deliverable (an ‘‘Element’’) on the basis of its estimated selling price. In addition, the amount
recognized for any delivered Elements cannot exceed that which is contingent upon delivery of any
remaining Elements in the arrangement.

We also use the residual method to allocate revenue between the software products that enable
incremental equipment functionality, and thus are not deemed to deliver its essential functionality, and
the related post-installation technical support, as these products and services continue to be accounted
for under software revenue recognition rules. Under the residual method, the amount allocated to the
undelivered elements equals VSOE of fair value of these elements. Any remaining amounts are
attributed to the delivered items and are recognized when those items are delivered.

A portion of our sales are made through multi-year lease agreements. Under sales-type leases, we

recognize revenue for our hardware and software products net of lease execution costs such as
post-installation product maintenance and technical support, at the net present value of the lease
payment stream once our installation obligations have been met. We optimize cash flows by selling a
majority of our non-U.S. government leases to third-party leasing finance companies on a non-recourse
basis. We have no obligation to the leasing company once the lease has been sold. Some of our
sales-type leases, mostly those relating to U.S. government hospitals which comprise approximately 75%

of the lease receivable balance, are retained in-house. Interest income on these leases is recognized as
a component of product revenue using the effective interest method.

Accounts receivable and notes receivable (net investment in sales-type leases)

We actively manage our accounts receivable to minimize credit risk. We typically sell our products
to customers for which there is a history of successful collection. New customers are subject to a credit
review process, which evaluates that customer’s financial position and ability to pay. We continually
monitor and evaluate the collectability of our trade receivables based on a combination of factors. We
record specific allowances for doubtful accounts when we become aware of a specific customer’s
impaired ability to meet its financial obligation to us, such as in the case of bankruptcy filings or
deterioration of financial position.

Uncollectible amounts are charged off against trade receivables and the allowance for doubtful

accounts when we make a final determination that there is no reasonable expectation of recovery.
Estimates are used in determining our allowances for all other customers based on factors such as
current trends, the length of time the receivables are past due and historical collection experience.
While we believe that our allowance for doubtful accounts receivable is adequate and that the
judgment applied is appropriate, such estimated amounts could differ materially from what will actually
be uncollectible in the future.

The retained in-house leases discussed above are considered financing receivables. Our credit

policies and evaluation of credit risk and write-off policies are applied alike to trade receivables and
the net investment in sales-type leases. For both, an account is generally past due after thirty days. The
financing receivables also have customer-specific reserves for accounts identified for specific impairment
and a non-specific reserve applied to the remaining population, based on factors such as current trends,
the length of time the receivables are past due and historical collection experience. The retained
in-house leases are not stratified by portfolio or class.

Inventory valuation

Inventories are stated at the lower of cost (utilizing standard costs, applying the first-in, first-out

method) or net realizable value, defined as the estimated selling prices in the ordinary course of
business, less reasonably predictable costs of completion, disposal and transportation. Cost elements
included in inventory are direct labor and materials plus applied overhead. We routinely assess on-hand
inventory for timely identification and measurement of obsolete, slow-moving or otherwise impaired
inventory. We write down our inventory for estimated obsolescence, excess or unmarketable quantities
equal to the difference between the cost of the inventory and its estimated market value based on
assumptions about future demand and market conditions. If actual future demand or market conditions
are less favorable than we projected, additional inventory write-downs may be required.

Software development costs

We capitalize software development costs in accordance with ASC 985-20, Costs of Software to Be
Sold, Leased, or Marketed, under which certain software development costs incurred subsequent to the
establishment of technological feasibility may be capitalized and amortized over the estimated lives of
the related products. We establish feasibility when we complete a working model and amortize
development costs over the estimated lives of the related products ranging from three to five years. All
development costs prior to the completion of a working model are recognized as research and
development expense.

Valuation and impairment of goodwill, intangible assets and other long-lived assets

Business combination valuations. When we acquire businesses, we allocate the purchase price to
tangible assets and liabilities and identifiable intangible assets acquired. Any residual purchase price is
recorded as goodwill. The allocation of the purchase price requires management to make significant
estimates in determining the fair values of assets acquired and liabilities assumed, especially with
respect to intangible assets. These estimates are based on information obtained from management of
the acquired companies and historical experience. These estimates can include, but are not limited to:

(cid:127) cash flows that an asset is expected to generate in the future;

(cid:127) the acquired company’s brand and competitive position, as well as assumptions about the period

of time the acquired brand will continue to be used in the combined company’s product
portfolio;

(cid:127) cost savings expected to be derived from acquiring an asset; and

(cid:127) discount rates.

These estimates are inherently uncertain and unpredictable, and if different estimates were used,

the purchase price for the acquisition could be allocated to the acquired assets and liabilities differently
from the allocation that we have made. In addition, unanticipated events and circumstances may occur
which may affect the accuracy or validity of such estimates, and if such events occur we may be
required to record a charge against the value ascribed to an acquired asset or an increase in the
amounts recorded for assumed liabilities.

Goodwill impairment. We review goodwill for impairment on an annual basis as of the first day of

the fourth quarter of each year at the reporting unit level. Our reporting units are the same as our
operating segments, which are Automation and Analytics and Medication Adherence. A qualitative
assessment is initially made to determine whether it is necessary to perform quantitative testing. This
initial assessment includes, among others, consideration of: (i) past, current and projected future
earnings and equity; (ii) recent trends and market conditions; and (iii) valuation metrics involving
similar companies that are publicly-traded and acquisitions of similar companies, if available. If this
initial qualitative assessment indicates that it is more likely than not that impairment exists, or if we
decide to bypass this option, we proceed to a two-step impairment test. The first step (‘‘Step 1’’)
involves a comparison between the estimated fair values of our reporting units with their respective
carrying amounts including goodwill. The methods for estimating reporting unit values include asset
and liability fair values and other valuation techniques, such as discounted cash flows and multiples of
earnings or revenues. If the carrying value exceeds estimated fair value, there is an indication of
potential impairment, and the second step is performed to measure the amount of impairment. The
second step involves calculating an implied fair value of goodwill by measuring the excess of the
estimated fair value of the reporting units over the aggregate estimated fair values of the individual
assets less liabilities. If the carrying value of goodwill exceeds the implied fair value of goodwill, an
impairment charge is recorded for the excess.

The process of estimating the fair value and carrying value of our reporting units’ equity requires

significant judgment at many points during the analysis. Various assets and liabilities are not specifically
allocated to an individual reporting unit, and therefore, we apply judgment to allocate the assets and
liabilities, and this allocation affects the carrying value of the respective reporting units. Applying the
income approach requires that we make a number of important estimates and assumptions. We
estimate the future cash flows of each reporting unit based on historical and forecasted revenue and
operating costs. This involves further estimates, such as estimates of future revenue and expense growth
rates. In addition, we apply a discount rate to the estimated future cash flows for the purpose of the
valuation. This discount rate is based on the estimated weighted-average cost of capital for each
reporting unit and may change from year to year. Changes in these key estimates and assumptions, or

in other assumptions used in this process, could materially affect our impairment analysis for a given
year.

We performed a Step 1 impairment analysis as of October 1, 2016 for our Medication Adherence
reporting unit. We determined that the fair value of this reporting unit exceeded the carrying value by
more than 25%, and thus no impairment was indicated. Additionally, we performed a Step 0
impairment assessment analysis as of October 1, 2016 for our Automation and Analytics reporting unit
taking into consideration past, current and projected future earnings, recent trends and market
conditions; and valuation metrics involving similar companies that are publicly-traded. Based on the
result of our analysis it is more likely than not an impairment does not exist.

Intangible assets and other long-lived assets. We assess the impairment of identifiable intangible

assets and other long-lived assets whenever events or changes in circumstances indicate that an asset’s
carrying amount may not be recoverable. Recoverability of an asset is measured by the comparison of
the carrying amount to the sum of the undiscounted estimated future cash flows the asset is expected
to generate, offset by estimated future costs to dispose of the product to which the asset relates. If an
asset is considered to be impaired, the amount of such impairment would be measured as the
difference between the carrying amount of the asset and its fair value. Our cash flow assumptions are
based on historical and forecasted future revenue, operating costs, and other relevant factors.
Assumptions and estimates about the remaining useful lives of our intangible assets and other
long-lived assets are subjective and are affected by changes to our business strategies. If management’s
estimates of future operating results change, or if there are changes to other assumptions, the estimate
of the fair value of our assets could change significantly. Such change could result in impairment
charges in future periods, which could have a significant impact on our operating results and financial
condition.

Share-based compensation

We account for share-based compensation in accordance with ASC 718, Stock Compensation
(‘‘ASC 718’’). We recognize expense related to stock compensation, including the awarding of employee
stock options and restricted stock units, based on the grant date estimated fair value. We amortize the
fair value of the employee stock options on a straight-line basis over the requisite service period of the
award, which is generally the vesting period. We estimate the fair value of stock-based compensation
awards using the Black-Scholes option pricing model, which requires the following inputs: expected life,
expected volatility, risk-free interest rate, expected dividend yield rate, exercise price, and closing price
of our common stock on the date of grant. The expected volatility is based on a combination of
historical and market-based implied volatility, and the expected life of the awards is based on our
historical experience of employee stock option exercises, including forfeitures. The valuation
assumptions we use in estimating the fair value of employee share-based awards may change in future
periods. We calculate our pool of excess tax benefits available within additional paid-in capital in
accordance with the provisions of ASC 718.

Accounting for income taxes

We record an income tax provision (benefit) for the anticipated tax consequences of the reported

results of operations. In accordance with ASC 740, Income Taxes (‘‘ASC 740’’), the provision for
(benefit from) income taxes is computed using the asset and liability method, which requires the
recognition of deferred tax assets and liabilities for the expected future tax consequences of events that
have been included in the financial statements. Under this method, deferred tax assets and liabilities
are determined on the basis of the differences between the financial statement and tax bases of assets
and liabilities, and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities
are measured using the enacted tax rates in effect for the periods in which those tax assets and
liabilities are expected to be realized or settled. In the event that these tax rates change, we will incur a

benefit or detriment on our income tax expense in the period of change. If we were to determine that
all or part of the net deferred tax assets are not realizable in the future, we will record a valuation
allowance that would be charged to earnings in the period such determination is made.

In accordance with ASC 740, we recognize the tax benefit from an uncertain tax position if it is
more likely than not that the tax position will be sustained on examination by the taxing authorities,
based on the technical merits of the position. The tax benefits recognized in the financial statements
from such positions are then measured based on the largest benefit that has a greater than 50%
likelihood of being realized upon ultimate settlement. The calculation of tax liabilities involves
significant judgment in estimating the impact of uncertainties in the application of ASC 740 and
complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s
expectations could have a material impact on our financial condition and operating results.

Recently issued authoritative guidance

Refer to Note 1, Organization and Summary of Significant Accounting Policies, of the Notes to
Consolidated Financial Statements in this annual report for a description of recently issued accounting
pronouncements, including the expected dates of adoption and estimated effects on our results of
operations, financial positions and cash flows.

Total Revenues

RESULTS OF OPERATIONS

Product revenues . . . . . . . . . . . . .
Percentage of total revenues . . . . .
Service and other revenues . . . . . .
Percentage of total revenues . . . . .

Change in

2016

2015

2014

$517,944

$129,547

75%

(Dollars in thousands)
33% $388,397

$28,053

80%

8% $360,344

82%

174,679

78,517

82% 96,162

15,606

19% 80,556

25%

20%

18%

Total revenues . . . . . . . . . . . . . . .

$692,623

$208,064

43% $484,559

$43,659

10% $440,900

2016 compared to 2015:

Revenues were $692.6 million for the year ended December 31, 2016 compared to $484.6 million

for the year ended December 31, 2015, representing an increase of approximately 43%. The
year-over-year revenue increase was primarily attributed to increases in product revenues of
$129.5 million and in services and other revenue of $78.5 million.

Product revenues represented 75% and 80% of total revenues for the years ended December 31,

2016 and 2015, respectively. The increase in product revenues of $129.5 million was due to the recently
acquired companies, primarily Aesynt which attributed $86.9 million to the increase, and to a lesser
degree, a full year of operations of Mach4 and Avantec. The remaining increase was attributed to
revenue growth in our Automation and Analytics segment due to customer conversions, larger orders
received from our existing customers, and higher implementations, partially offset by decreases in lease
renewals. Our Medication Adherence segment contributed $3.2 million to the overall product revenue
growth, primarily due to the increase in the consumable products sales of $5.2 million, partially offset
by decrease in equipment sales of $2.4 million due to the timing of installations.

Service and other revenues represented 25% and 20% total revenues for the years ended

December 31, 2016 and 2015, respectively. The increase in service revenues of $78.5 million was due to
the recently acquired companies, primarily Aesynt which attributed $68.9 million to the increase, and to

a lesser degree, a full year of operations of Mach4 and Avantec. The remaining increase was primarily
attributed to revenue growth in our Automation and Analytics segment as result of higher service
renewal fees driven mainly by an increase installed customer base. Our Medication Adherence segment
contributed $1.6 million to primarily due to the Ateb acquisition.

Our international sales represented 15%, 17% and 11% of total revenues for the years ended
2016, 2015 and 2014, respectively, and are expected to be affected by foreign currency exchange rates
fluctuations. We are unable to predict the extent to which revenue in future periods will be impacted by
changes in foreign currency exchange rates.

We anticipate our revenues will continue to increase in 2017 compared to 2016, as we fulfill our

existing orders, and based on our growth in bookings in 2016, some of which will be recognized as
revenue in 2017. Our ability to continue to grow revenue is dependent on our ability to continue to
obtain orders from customers, our ability to produce quality consumables to fulfill customer demand,
the volume of installations we are able to complete, our ability to meet customer needs by providing a
quality installation experience, and our flexibility in manpower allocations among customers to
complete installations on a timely basis. The timing of our product revenues for equipment is primarily
dependent on when our customers’ schedules allow for installations.

2015 compared to 2014:

Revenues were $484.6 million for the year ended December 31, 2015 compared to $440.9 million

for the year ended December 31, 2014, representing an increase of approximately 10%. The
year-over-year revenue increase was primarily attributed to increases in product revenues of
$28.1 million and in services and other revenue of $15.6 million. Product revenues represented 80%
and 82% of total revenues for the years ended 2015 and 2014, respectively. The increase in product
revenues of $28.1 million was primarily due to larger transaction sizes, mainly attributable to
competitive conversions, and revenue from acquired companies Mach4 and Avantec which contributed
$10.0 million to the increase in product revenue. Product revenues increased in both of our segments.
The increase in our Automation and Analytics segment was $20.6 million and in our Medication
Adherence segment was $7.4 million. Service and other revenues represented 20% and 18% total
revenues for the years ended 2015 and 2014, respectively. Service and other revenues primarily
increased due to an increase in our Automation and Analytics segment of $15.6 million, primarily
attributed to higher service renewal fees driven mainly by an increase in installed customer base and
$5.0 million due to acquired companies Mach4 and Avantec.

Financial Information by Segment

Revenues

Change in

2016

2015

2014

(Dollars in thousands)

Revenues:

. . . . . . . . . . . . . . . . . .
Automation and Analytics . . . . .
Percentage of total revenues . . . . .
Medication Adherence . . . . . . . . .
Percentage of total revenues . . . . .

$593,626

$203,305

52% $390,321

$36,226

10% $354,095

86%

81%

80%

98,997

4,759

5% 94,238

7,433

9% 86,805

14%

19%

20%

Total revenues . . . . . . . . . . . . . . .

$692,623

$208,064

43% $484,559

$43,659

10% $440,900

2016 compared to 2015:

The increase in Automation and Analytics revenues for the year ended December 31, 2016 as

compared to the year ended December 31, 2015 was primarily related to an increase in product
revenues of $126.4 million and an increase in service revenue of $76.9 million. The increase in product
and service revenue is attributable to the recently acquired companies, primarily Aesynt, and to a lesser
degree a full year of operations for Mach4 and Avantec. Aesynt contributed $86.9 million and
$68.9 million to the increase in product and service revenues, respectively. The remaining increase was
attributed to customer conversions, larger orders received from our existing customers, higher
implementations, and higher service renewal fees driven mainly by an increase in the installed customer
base, partially offset by decreases in lease renewals.

Medication Adherence revenues increased for the year ended December 31, 2016 as compared to

the year ended December 31, 2015 was primarily attributable to an increase in product revenues of
$3.2 million, mainly due to the increase in consumable product sales which increased $5.2 million
compared to the year ended December 31, 2016. This increase was partially offset by a decrease in
equipment sales of $2.4 million due to the timing of installations.

2015 compared to 2014:

The increase in Automation and Analytics revenues for the year ended December 31, 2015 as

compared to the year ended December 31, 2014 was primarily related to an increase in product
revenues of $20.6 million due to larger transaction sizes, mainly attributable to competitive conversions,
and revenue from acquired companies Mach4 and Avantec, which contributed $10.0 million of the
increase in product revenue. Service and other revenues increased by $15.6 million primarily from
higher service renewal revenue driven mainly by an increase in installed customer base, and
$5.0 million due to acquired companies Mach4 and Avantec.

Medication Adherence revenues increased for the year ended December 31, 2015 as compared to

the year ended December 31, 2014 was primarily attributable to an increase in product revenues of
$7.4 million. The increase in product revenue was largely driven by the full year inclusion of Surgichem
operations for the year ended December 31, 2015 compared to approximately four months for the year
ended December 2014. This increase of approximately $8.4 million was partially offset by lower
equipment sales in year 2015 in comparison to the same period of 2014. Service and other revenues
remained relatively flat compared to the prior year.

Cost of Revenues and Gross Profit

Change in

2016

2015

2014

(Dollars in thousands)

Cost of revenues:

Automation and Analytics

$310,967

$139,024

81% $171,943

$20,616

14% $151,327

As a percentage of

related revenues . . . . .
Medication Adherence . . .

As a percentage of

52%

44%

43%

67,856

3,170

5% 64,686

8,973

16% 55,713

related revenues . . . . .

69%

64%

Total cost of revenues . . . . .

$378,823

$142,194

60% $236,629

$29,589

14% $207,040

As a percentage of total

revenues . . . . . . . . . .

Gross profit:

55%

49%

47%

Automation and Analytics

$282,659

$ 64,281

29% $218,378

$15,610

8% $202,768

Automation and

Analytics gross margin
Medication Adherence . . .
Medication Adherence

gross margin . . . . . . .

48%

56%

57%

31,141

1,589

5% 29,552

(1,540)

(5)% 31,092

31%

36%

Total gross profit . . . . . . . . .

$313,800

$ 65,870

27% $247,930

$14,070

6% $233,860

Total gross margin . . . . .

45%

51%

53%

2016 compared to 2015:

Cost of revenues is primarily comprised of three general categories: (i) standard product costs
which accounts for the majority of the product cost of revenues that are provided to customers, and are
inclusive of purchased material, labor to build the product and overhead costs associated with
production; (ii) installation costs as we install our equipment at the customer site, and include costs of
the field installation personnel, including labor, travel expense, and other expenses; and (iii) other costs
including variances in standard costs and overhead, scrap costs, rework, warranty, provisions for excess
and obsolete inventory and amortization of software development costs.

Automation and Analytics

Cost of revenues increased by $139.0 million, primarily due to an increase in product costs of
$101.7 million. The increase was attributed to the acquired companies, mainly Aesynt, and to a lesser
degree Mach4 and Avantec due to a full year of operations in 2016. The increase in cost of product
revenues from Aesynt of $78.1 million, includes the amortization expense for developed technology of
$4.9 million, amortization of backlog of $13.7 million, and inventory step-up fair value adjustment of
$3.7 million resulting from the purchase accounting. The remaining difference is due to customer and
product mixes and overall growth in product sales. Cost of service revenues increased by $37.3 million
primarily due to costs related to the acquired companies, mainly Aesynt which contributed $33.7 million
to the increase in cost of service revenue.

Gross profit was $282.7 million for the year ended December 31, 2016 as compared to

$218.4 million for the year ended December 31, 2015, representing an increase of approximately 29%.
Gross margin percentage decreased as a result of (i) product mix from higher volume of sales of lower
margin products, and (ii) lower gross margins from the acquired companies Aesynt, Mach4 and

Avantec, partly due to fair value adjustments related to inventory step-up, and amortization of
developed technology and backlog intangible assets.

Medication Adherence

Cost of revenues increased by $3.2 million compared to the year ended December 31, 2015. The
change is due to product and service cost of revenues which increased $2.3 million and $0.9 million,
respectively, mainly attributed to customer and product mixes and overall growth in product sales.

Gross profit increased due to changes in our product mix, higher manufacturing cost, and higher

cost of service.

We do not anticipate any significant fluctuations in gross profit and gross margin beyond normal

fluctuations caused by changes in product mix for our Automation and Analytics and Medication
Adherence segments during 2017.

2015 compared to 2014:

Automation and Analytics

Cost of revenues increased by $20.6 million, primarily due to an increase in product costs of
$17.0 million which was mainly attributed to $13.5 million costs associated with acquired companies
Mach4 and Avantec in the second quarter of 2015 and to customer and product mixes and overall
growth in product sales. Cost of service revenues increased by $3.6 million primarily due to an increase
in salaries and wages and other related costs. In addition, the acquired companies accounted for
approximately $2.6 million of such increase.

Gross profit was $218.4 million for the year ended December 31, 2015 as compared to

$202.8 million for the year ended December 31, 2014, representing an increase of approximately 8%,
Gross margin percentage decreased due to lower gross margins from acquired companies Mach4 and
Avantec.

Medication Adherence

Cost of revenues increased by $9.0 million, primarily due to an increase in product costs of

$8.0 million which was mainly attributed to higher volume of revenues from our Surgichem acquisition
and changes in our product mix. Cost of service revenues increased by $1.0 million due to higher cost
of service sales.

Gross profit decreased due to changes in our product mix, higher manufacturing cost, and higher

cost of service.

Operating Expenses and Income from Operations

Change in

2016

2015

2014

(Dollars in thousands)

$ 57,799

$ 22,639

64% $ 35,160

$ 7,358

26% $ 27,802

249,520

81,939

49% 167,581

11,106

7% 156,475

36%

35%

Operating expenses:
Research and

development
As a percentage of

. . . . . .

total revenues . . . .

Selling, general and

administrative . . . . .
As a percentage of

total revenues . . . .

Gain on business

combination . . . . . . . .

—

3,443

(100)% (3,443)

(3,443) —%

—

Total operating expenses .

$307,319

$108,021

54% $199,298

$15,021

8% $184,277

As a percentage of

total revenues . . . .

44%

41%

42%

Income from operations:

Automation and

Analytics . . . . . . . . .
Operating margin . . .
Medication Adherence .
Operating margin . . .

Corporate expenses

$ 84,148

$ (20,146)

(19)% $104,294

$ 7,455

8% $ 96,839

14%

6,298

1,004

19%

5,294

(5,212)

(50)% 10,506

27%

12%

(‘‘Common’’) . . . . . .

(83,965)

(23,009)

38% (60,956)

(3,194)

6% (57,762)

Total income from

operations . . . . . . . . . .

6,481

$ (42,151)

(87)% $ 48,632

$ (951)

(2)% $ 49,583

Total operating margin

10%

11%

2016 compared to 2015:

Research and Development. Research and development expenses increased $22.6 million for the

year ended December 31, 2016 as compared to year ended December 31, 2015, primarily driven by an
increase of $22.9 million in our Automation and Analytics segment which was partially offset by a
decrease of $0.3 million in Medication Adherence segment. The increase in our Automation and
Analytics segment was primarily attributable to recently acquired companies, primarily Aesynt which
contributed $19.4 million to the increase year over year. The remaining increase is mainly due to the
increase in employee related expenses of $2.2 million as result of the increase in headcount and
increase in consulting fees of $0.7 million related to ongoing research and development projects.

We expect research and development expenses to increase in 2017 as we continue to invest in new

products and services. The amount of research and development expenses can fluctuate based on the
amount of prototype expenses for hardware and/or the amount of capitalized software development
costs.

Selling, General and Administrative. Selling, general and administrative expenses increased
$81.9 million for the year ended December 31, 2016 as compared to year ended December 31, 2015
due to increases from our Automation and Analytics segment of $58.3 million, increases in corporate

expenses of $22.7 million and Medication Adherence segment of $0.1 million. The increase from our
Automation and Analytics segment was attributed to the newly acquired companies, primarily Aesynt
which accounted for $40.7 million of the increase. The remaining increase is mainly due to (i) increase
of $2.3 million in commission expense and $1.2 million in GPO fees due to increase revenue and
timing of expense recognition, (ii) increase of $3.2 million in consulting and professional fees related to
integration of recently acquired businesses and (iii) increase of $5.1 million employee related expenses
as result of headcount increases. The increase in corporate related expenses is mainly due to
(i) increase on $7.0 million in employee related expenses as result of headcount increases, (ii) increase
of $1.7 million in bonus expenses, (iii) increase of $0.1 million in travel related expenses, (iv) increase
of $2.5 million in depreciation expense, (v) increase of $1.8 million in software related fees and
(vi) increase of $5.8 million in health and dental insurance cost.

We anticipate selling, general and administrative expenses as a percentage of total revenues to be

stable throughout 2017, however this estimate could be impacted by ongoing business development
activities and external macro-economic factors.

Operating Income. Operating income from our Automation and Analytics segment for the year

ended December 31, 2016 in comparison to year ended December 31, 2015 decreased to due to
increased operating expenses as discussed above.

Operating income from our Medication Adherence segment for the year ended December 31, 2016

in comparison to year ended December 31, 2015 increased due to higher revenue and consistent gross
margin.

2015 compared to 2014:

Research and Development. Research and development expenses increased $7.4 million for the
year ended December 31, 2015 as compared to year ended December 31, 2014, primarily driven by an
increase of $8.7 million in our Automation and Analytics segment which was partially offset by
decreases of $1.3 million in Medication Adherence segment. The increase in our Automation and
Analytics segment was primarily attributable to a $2.9 million increase in headcount, a $1.9 million
increase in consulting expenses and a $2.4 million increase in tools and equipment expenses, partially
offset by an increase in capitalized software costs due to the higher level of post-feasibility beta testing.
The decrease in research and development expenses in our Medication Adherence segment was
primarily attributable to $1.5 million of additional capitalized software due to post-feasibility beta
testing.

We expect research and development expenses to increase in 2016 as we continue to invest in new

products and services, and increase as a percentage of total revenues from 7% to approximately 8%.
The amount of research and development expenses can fluctuate based on the amount of prototype
expenses for hardware and/or the amount of capitalized software development costs.

Selling, General and Administrative. Selling, general and administrative expenses increased
$11.1 million for the year ended December 31, 2015 as compared to year ended December 31, 2014
due to increases from our Automation and Analytics segment of $2.9 million, Medication Adherence
segment of $5.0 million and increases in corporate expenses of $3.2 million. The increase from our
Automation and Analytics segment was attributed to the newly acquired companies Mach4 and Avantec
by $4.1 million which was partially offset by decreases primarily in marketing and sales activities. The
increase from our Medication Adherence segment was the result of $7.7 million from the inclusion of
Surgichem operations for twelve months of 2015 in comparison to three months of 2014, with the
remainder attributed to an increase in headcount specifically within our marketing and international
departments. The increase in corporate expenses was primarily related to the newly acquired companies
Mach4 and Avantec by $2.1 million and increase in acquisition related expenses of $2.9 million mainly
due to the Aesynt acquisition.

Operating Income. Operating income from our Automation and Analytics segment or the year
ended December 31, 2015 in comparison to year ended December 31, 2014 due to increased revenues
at consistent operating margins.

Operating income from our Medication Adherence segment decreased due to product mix, higher

manufacturing costs, higher cost of service, and higher operating expenses.

Provision for (Benefit from) Taxes

Provision for (benefit from)

income taxes . . . . . . . . . . .
Effective tax rate on earnings

2016 compared to 2015:

Change in

2016

2015

2014

(Dollars in thousands)

$(2,551)

$(18,035)

(116)% $15,484

$(2,502)

(14)% $17,986

131%

34%

37%

We recorded a benefit from income taxes of $2.6 million and an effective tax rate of 131% for the

year ended December 31, 2016, compared to a tax provision of $15.5 million and an effective tax rate
of 34% for the year ended December 31, 2015. The 2016 annual effective tax rate differed from the
statutory tax rate of 35%, primarily due to the favorable impact of the IRS settlement and release of
reserves, the domestic production activities deduction, and a calculated benefit in state income taxes,
offset by unfavorable items such as non-deductible transaction costs, and non-deductible equity charges
under ASC 740-718. The increase in the annual effective tax rate as compared to 2015 was primarily
due to decrease in overall profitability and the benefit recorded as a result of reserve releases after the
IRS’ examination.

2015 compared to 2014:

We recorded a provision for income taxes of $15.5 million and an effective tax rate of 34% for the

year ended December 31, 2015, compared to an $18.0 million provision and an effective tax rate of
37% for the year ended December 31, 2014. The 2015 annual effective tax rate differed from the
statutory tax rate of 35%, primarily due to the unfavorable impact of state income taxes,
non-deductible equity charges under ASC 740-718, and other non-deductible expenditures, including
non-deductible acquisition costs, all of which were partially offset by the domestic production activities
deduction and the federal research tax credit, which was reinstated in December 2015, retroactive to
the beginning of the year. The decrease in the annual effective tax rate as compared to 2014 was
primarily due to the inclusion of the gain on the investment in Avantec recorded in the quarter ended
June 30, 2015. This gain attributable to the increase in the fair value of Omnicell’s 15% minority
interest in Avantec which was revalued in conjunction with our purchase of the remaining 85% of
Avantec shares is not included in taxable income.

Refer to Note 14 ‘‘Income Taxes’’ to the Notes to Consolidated Financial Statements included in
this Annual Report on Form 10-K for discussion of factors affecting our ability to realize deferred tax
assets.

LIQUIDITY AND CAPITAL RESOURCES

We had cash and cash equivalents of $54.5 million at December 31, 2016, compared to
$82.2 million at December 31, 2015. All of our cash and cash equivalents are invested in demand
deposits and money market funds.

Our cash position and working capital at December 31, 2016 and December 31, 2015 were as

follows:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 54,488
—

$ 72,103
10,114

Total

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 54,488

$ 82,217

Working Capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$134,496

$139,498

December 31,
2016

December 31,
2015

(In thousands)

Our ratio of current assets to current liabilities was 1.7:1 at December 31, 2016 compared to 2.1:1

at December 31, 2015.

Sources of Cash

On January 5, 2016, we entered into a $400 million secured credit facility pursuant to a credit
agreement, by and among us, the lenders from time to time party thereto, Wells Fargo Securities, LLC,
as sole lead arranger and Wells Fargo Bank, National Association, as administrative agent (the ‘‘Credit
Agreement’’). The Credit Agreement provides for a $200 million term loan facility (the ‘‘Term Loan
Facility’’) and a $200 million revolving credit facility (the ‘‘Revolving Credit Facility’’ and together with
the Term Loan Facility, the ‘‘Facilities’’). In addition, the Credit Agreement includes a letter of credit
sub-limit of up to $10 million and a swing line loan sub-limit of up to $10 million. We expect to use
future loans under the Revolving Credit Facility, if any, for general corporate purposes, including
acquisitions. The Credit Agreement replaced our Credit Agreement, dated September 25, 2013, by and
among the Company, the lenders from time to time party thereto and Wells Fargo Bank, National
Association, as administrative agent, as amended.

Loans under the Facilities bear interest, at our option, at a rate equal to either (a) the

LIBOR Rate, plus an applicable margin ranging from 1.50% to 2.25% per annum based on the our
Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement), or (b) an alternate base
rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, and
(iii) LIBOR for an interest period of one month, plus an applicable margin ranging from 0.50% to
1.25% per annum based on our Consolidated Total Net Leverage Ratio (as defined in the Credit
Agreement). Undrawn commitments under the Revolving Credit Facility will be subject to a
commitment fee ranging from 0.20% to 0.35% per annum based on our Consolidated Total Net
Leverage Ratio on the average daily unused portion of the Revolving Credit Facility. A letter of credit
participation fee ranging from 1.50% to 2.25% per annum based on our Consolidated Total Net
Leverage Ratio will accrue on the average daily amount of letter of credit exposure.

The Credit Agreement contains customary representations and warranties and customary

affirmative and negative covenants applicable to us and our subsidiaries, including, among other things,
restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other distributions.
The Credit Agreement contains financial covenants that require us and our subsidiaries to not exceed a
maximum consolidated total leverage ratio and maintain a minimum fixed charge coverage ratio. The
Credit Agreement also includes financial covenants requiring us not to exceed a maximum consolidated

total leverage ratio of 3.00:1 (subject to certain exceptions) and to maintain a minimum fixed charge
coverage ratio of 1.50:1.

As of December 31, 2016, we were in full compliance with all covenants.

Uses of Cash

Our future uses of cash are expected to be primarily for working capital, capital expenditures, loan

principal and interest payments, and other contractual obligations. We also expect a continued use of
cash for potential acquisitions and acquisition assessment activities.

On January 5, 2016, we completed the acquisition of all of the membership interests of Aesynt

pursuant to the Aesynt’s Securities Purchase Agreement. The purchase price paid by us was
$271.5 million, net of cash on hand of $8.2 million. On December 8, 2016, we completed the
acquisition of Ateb pursuant to the Ateb’s Securities Purchase Agreement. The purchase price paid by
us was $40.7 million, net of cash on hand of $0.9 million. These acquisitions were funded with
cash-on-hand and borrowings under the Credit Agreement.

In accordance with the Avantec share purchase agreement, we agreed to pay our potential

earn-out payments of up to $3.0 million payable after December 31, 2015 and an additional
$3.0 million payable after December 31, 2016, based on bookings targets. The fair value of these
potential earn-out payments as of the acquisition date was $5.6 million. Additionally we retained
$1.8 million of the Purchase Consideration to be held to settle any future indemnification claims within
18 months period that the Company may make following the closing. During the year 2016, we paid
out $3.0 million in earn-out payments, $1.8 million in held back payments for future indemnifications,
and recognized $0.6 million of contingent gain as certain booking targets were not met. We expect to
pay the remaining earn-out amount of $2.4 million in the first quarter of 2017.

Our stock repurchase programs have a total of $54.9 million remaining for future repurchases as of
December 31, 2016, which may result in additional use of cash. See Note 12, Stock Repurchases, of the
Notes to Consolidated Financial Statements included in this annual report.

Based on our current business plan and revenue backlog, we believe that our existing cash and

cash equivalents, our anticipated cash flows from operations, cash generated from the exercise of
employee stock options and purchases under our employee stock purchase plan, along with the
availability of funds under the Facilities will be sufficient to meet our cash needs for working capital,
capital expenditures, potential acquisitions, and other contractual obligations for at least the next twelve
months. For periods beyond the next twelve months, we also anticipate that our net operating cash
flows plus existing balances of cash and cash equivalents will suffice to fund the continued growth of
our business.

Cash Flows

The following table summarizes, for the periods indicated, selected items in our Consolidated

Statements of Cash Flows:

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

(In thousands)

Net cash provided by (used in):

Operating activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financing activities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Effect of exchange rate changes on cash and cash equivalents .

$ 47,937
(341,323)
265,715
(58)

$ 33,762
(45,596)
(31,833)
(4)

$ 65,163
(43,325)
(206)
(275)

Net increase (decrease) in cash and cash equivalents . . . . . . . .

$ (27,729)

$(43,671)

$ 21,357

Operating activities

We expect cash from our operating activities to fluctuate in future periods as a result of a number

of factors, including the timing of our billings and collections, our operating results and the timing of
other liability payments.

Net cash provided by operating activities was $47.9 million for 2016, primarily as a result of
$0.6 million in net income adjusted for non-cash items and changes in assets and liabilities. The
non-cash items primarily consisted of depreciation and amortization expense of $58.4 million, share-
based compensation expense of $19.5 million, and deferred income taxes of $10.9 million. The cash
outflow attributed to changes in assets and liabilities includes (i) $3.4 million increase in inventories to
support sales forecast, (ii) $6.3 million decrease in other long-term liabilities mainly due to other tax
liabilities, (iii) $5.0 million decrease in accounts payable due to timing of payments, and
(iv) $9.6 million increase in investment in sales-type leases due to additional lease transactions entered
into during the year. These amounts were partially offset by an increase in the deferred revenue of
$4.5 million due to timing of orders and revenue being recognized for installed product, and decrease
of $8.0 million in receivables as result of higher collections in the fourth quarter of 2016.

Net cash provided by operating activities was $33.8 million for 2015, primarily as a result of
$30.8 million in net income adjusted for non-cash items, including depreciation and amortization
expense of $25.6 million and share-based compensation expense of $14.9 million, partially offset by
increases of $17.9 million in receivables and $10.0 million in inventory and net outflows of $9.6 million
in other asset and liability accounts.

Net cash provided by operating activities was $65.2 million for 2014, primarily as a result of
$30.5 million in net income adjusted for non-cash items, including depreciation and amortization
expense of $20.3 million and share-based compensation expense of $12.8 million. The change in assets
and liabilities accounts contributed to a net cash inflow of $1.2 million during the twelve months ended
December 31, 2014.

Investing activities

Net cash used in investing activities was $341.3 million for the twelve months ended December 31,

2016, $312.2 million of which was attributable to the acquisitions of Aesynt and Ateb. Capital
expenditures related to software development costs for external use, purchases of property and
equipment and, purchases of intangibles contributed $14.3 million, $13.4 million, and $1.4 million,
respectively.

Net cash used in investing activities was $45.6 million for 2015, $25.5 million of which was

attributable to the acquisitions of Mach4 and Avantec, and capital expenditures related to purchases of
property and equipment and software development of software costs for external use of $7.5 million
and $12.1 million, respectively.

Net cash used in investing activities was $43.3 million for 2014, primarily due to payments of

$20.7 million for the acquisition of Surgichem, $11.9 million for property and equipment and
$10.4 million to develop software for external use.

Financing activities

Net cash provided by financing activities was $265.7 million for the twelve months ended

December 31, 2016, as a result of $287.1 million of net proceeds from debt, $17.7 million in proceeds
from employee stock option exercises and employee stock plan purchases and $2.0 million in excess tax
benefits from employee stock plans, partially offset by $34.5 million of repayments of debt and
revolving credit facility, $3.5 million in employees taxes paid in relation to restricted stock units and
$3.0 million of payment for contingent consideration.

Net cash used in financing activities was $31.8 million for 2015 as a result of $50.0 million in cash

used for stock repurchases under our 2012 and 2014 Stock Repurchase Programs and $3.6 million in
employees taxes paid in relation to restricted stock units, partially offset by $17.1 million in proceeds
from employee stock option exercises and employee stock plan purchases and $4.7 million in excess tax
benefits from employee stock plans.

Net cash used in financing activities was $0.2 million for 2014 as a result of $24.1 million in
repurchases of our common stock, partially offset by $21.8 million in net proceeds from sales of
common stock through employee stock plans.

Contractual Obligations

We had $100.6 million in contractual commitments to third parties for non-cancelable operating
leases, commitments to contract manufacturers and suppliers and other purchase commitments as of
December 31, 2016 as follows:

Payments Due by Period

Total

2017

2018 and 2019

2020 and 2021

Operating leases(1) . . . . . . . . . . . . . . . . .
Purchase obligations(2) . . . . . . . . . . . . . .

$ 57,692
42,946

$11,300
41,071

(In thousands)
$21,988
389

Total(3) . . . . . . . . . . . . . . . . . . . . . . . .

$100,638

$52,371

$22,377

$14,078
1,464

$15,542

2022 and
Thereafter

$10,326
22

$10,348

(1) Commitments under operating leases relate primarily to leased property and office equipment.
Rent expense was $9.8 million, $7.0 million and $6.8 million for the years ended December 31,
2016, December 31, 2015 and December 31, 2014, respectively.

(2) We purchase components from a variety of suppliers and use contract manufacturers to provide

manufacturing services for our products. During the normal course of business, we issue purchase
orders with estimates of our requirements several months ahead of the delivery dates. These
amounts are associated with agreements that are enforceable and legally binding. The amounts
under such contracts are included in the table above because we believe that cancellation of these
contracts is unlikely and we expect to make future cash payments according to the contract terms
or in similar amounts for similar materials.

(3) We have recorded $6.5 million for uncertain tax positions under long-term liabilities as of

December 31, 2016 in accordance with the authoritative guidance summarized in the section
entitled ‘‘Critical Accounting Policies and Estimates’’ above. As these liabilities do not reflect
actual tax assessments, the timing and amount of payments we might be required to make will
depend upon a number of factors. Accordingly, as the timing and amount of payment cannot be
estimated, $6.5 million in uncertain tax position liabilities have not been included in the table
above. See Note 14, Income Taxes, of the Notes to Consolidated Financial Statements included in
this annual report.

(4) See Note 10, Commitments and Contingencies, of the Notes to Consolidated Financial Statements

included in this annual report.

Off-Balance Sheet Arrangements

As of December 31, 2016, we had no off-balance sheet arrangements as defined under

Regulation S-K 303(a)(4) of the Securities Exchange Act of 1934, as amended, and the instructions
thereto.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risks related to fluctuations in foreign currency exchange rates and

interest rates.

Foreign Currency Exchange Risk

We operate in foreign countries which expose us to market risk associated with foreign currency

exchange rate fluctuations between the U.S. dollar and various foreign currencies, the most significant
of which is the British Pound. In order to manage foreign currency risk, at times we enter into foreign
exchange forward contracts to mitigate risks associated with changes in spot exchange rates of mainly
non-functional currency denominated assets or liabilities of our foreign subsidiaries. In general, the
market risk related to these contracts is offset by corresponding gains and losses on the hedged
transactions. By working only with major banks and closely monitoring current market conditions, we
seek to limit the risk that counterparties to these contracts may be unable to perform. We do not enter
into derivative contracts for trading purposes. At December 31, 2016, we did not have any outstanding
foreign exchange forward contracts.

Interest Rate Fluctuation Risk

The Company uses interest rate swap agreements to protect the Company against adverse
fluctuations in interest rates by reducing its exposure to variability in cash flows relating to interest
payments on a portion of its outstanding debt. The Company’s interest rate swaps, which are
designated as cash flow hedges, involve the receipt of variable amounts from counterparties in exchange
for the Company making fixed-rate payments over the life of the agreements. The Company does not
hold or issue any derivative financial instruments for speculative trading purposes. During 2016, the
Company entered into an interest rate swap agreement with a combined notional amount of
$100 million with one counter-party that became effective beginning on June 30, 2016 and maturing on
April 30, 2019. At December 31, 2016, the total debt under the credit facility exposed to interest rate
fluctuation risk was $160.5 million. An immediate increase of 1% in interest rate would results in
$1.6 million of interest expense per year.

Our financial investments consist of cash and, at times, money market funds. The primary objective

of our investment activities is to preserve principal and ensure liquidity while maximizing income
without significantly increasing risk. We do not enter into investments for trading or speculative
purposes. When our investments include money market funds, we are somewhat exposed to market risk
due to a fluctuation in interest rates, which may affect our interest income and the fair market value of
our investments. Due to the short-term nature of our investment portfolio, we do not believe an
immediate 1% change in interest rates would have a material effect on the fair market value of our
portfolio, and therefore we do not expect our operating results or cash flows to be materially affected
by a sudden change in market interest rates. As of December 31, 2016, we did not have any
investments in money market funds.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The following tables presenting our quarterly results of operations should be read in conjunction

with the Consolidated Financial Statements and related disclosures included in Part IV, Item 15 of this
annual report and are incorporated by reference into this Item 8. We have prepared the unaudited
information on the same basis as our audited consolidated financial statements. Our operating results
for any quarter are not necessarily indicative of results for any future quarters or for a full year.

SUPPLEMENTARY CONSOLIDATED FINANCIAL DATA (UNAUDITED)

Quarter Ended

December 31,
2016(1)

September 30,
2016

June 30,
2016

March 31,
2016(2)

(In thousands, except per share data)
(Unaudited)

$171,974
74,329
(181)
157

$176,737
81,508
4,928
$ 1,983

$172,908
78,018
(118)
$ (1,159) $

$171,004
79,945
1,852
(378)

2016 Consolidated Statements of

Operations Data:

Total revenue . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . .
Income (loss) from operations . . . .
Net income (loss) . . . . . . . . . . .

Net income (loss) per share:

Basic . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . .

$
$

—
—

$
$

0.05
0.05

$
$

(0.03) $
(0.03) $

(0.01)
(0.01)

2015 Consolidated Statements of

Operations Data:

Total revenue . . . . . . . . . . . . . . . .
Gross profit . . . . . . . . . . . . . . . . .
Income from operations . . . . . . . .
Net income . . . . . . . . . . . . . . . . .

Net income per share:
Basic . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . .

Quarter Ended

December 31,
2015

September 30,
2015

June 30,
2015(3)

March 31,
2015

(In thousands, except per share data)
(Unaudited)

$130,316
65,080
11,970
7,655

$
$

0.22
0.21

$125,234
63,703
13,859
8,036

$112,788
57,462
12,424
8,751

$116,221
61,685
10,379
6,318

$
$

0.22
0.22

$
$

0.24
0.24

$
$

0.18
0.17

(1) Includes Ateb results as of the acquisition date.

(2) Includes Aesynt results as of the acquisition date.

(3) Includes Avantec and Mach4 results as of the acquisition date.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND

FINANCIAL DISCLOSURE

None.

ITEM 9A. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our chief executive officer and chief financial officer,
evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or

15d-15(e) under the Exchange Act) as of the end of the period covered by this Annual Report on
Form 10-K. In designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and operated, can provide
only reasonable assurance of achieving the desired control objectives. In addition, the design of
disclosure controls and procedures must reflect the fact that there are resource constraints and that
management is required to apply its judgment in evaluating the benefits of possible controls and
procedures relative to their costs.

Based on that evaluation, our chief executive officer and chief financial officer concluded that our

disclosure controls and procedures were effective as of December 31, 2016 to provide reasonable
assurance that information we are required to disclose in reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in
SEC rules and forms, and that such information is accumulated and communicated to our management,
including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions
regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over
financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
Our internal control system is designed to provide reasonable assurance regarding the preparation and
fair presentation of financial statements for external purposes in accordance with U.S. generally
accepted accounting principles. All internal control systems, no matter how well designed, have
inherent limitations and can provide only reasonable assurance that the objectives of the internal
control system are met.

Under the supervision and with the participation of our management, including our principal
executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our
internal control over financial reporting as of December 31, 2016 using the criteria for effective internal
control over financial reporting as described in ‘‘Internal Control—Integrated Framework,’’ issued by
the Committee of Sponsoring Organization of the Treadway Commission (2013 framework) (the COSO
Criteria). Based on this assessment, management concluded that our internal control over financial
reporting was effective as of December 31, 2016.

Deloitte & Touche LLP, an independent registered public accounting firm, has issued its attestation

report on our internal control over financial reporting as of December 31, 2016, which is included in
Part IV, Item 15 of this annual report.

Changes in Internal Control over Financial Reporting

Except as disclosed below, there have been no changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) that have
materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting during the year ended December 31, 2016.

We have completed the integration of recently acquired businesses, Aesynt, Mach4 and Avantec

into our systems and control environment as of December 31, 2016.

ITEM 9B. OTHER INFORMATION

None.

PART III

Certain information required by Part III is omitted from this annual report because the registrant will

file with the U.S. Securities and Exchange Commission a definitive proxy statement pursuant to
Regulation 14A in connection with the solicitation of proxies for the Company’s Annual Meeting of
Stockholders expected to be held in May 2016 (the ‘‘Proxy Statement’’) not later than 120 days after the end
of the fiscal year covered by this annual report, and certain information included therein is incorporated
herein by reference.

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by this Item with respect to directors and executive officers may be
found under the heading ‘‘Executive Officers of the Registrant’’ in Part I, Item 1 of this annual report,
and in the section entitled ‘‘Election of Directors’’ appearing in the Proxy Statement. Such information
is incorporated herein by reference.

The information required by this Item with respect to our audit committee and audit committee
financial expert may be found in the section entitled ‘‘Information Regarding the Board of Directors
and Corporation Governance—Audit Committee’’ appearing in the Proxy Statement. Such information
is incorporated herein by reference.

The information required by this Item with respect to compliance with Section 16(a) of the
Securities Exchange Act of 1934 may be found in the sections entitled ‘‘Section 16(a) Beneficial
Ownership Reporting Compliance’’ appearing in the Proxy Statement. Such information is incorporated
herein by reference.

Our written Code of Conduct applies to all of our directors and employees, including executive
officers, including without limitation our principal executive officer, principal financial officer, principal
accounting officer or controller or persons performing similar functions. The Code of Conduct is
available on our website at www.omnicell.com under the hyperlink titled ‘‘Corporate Governance.’’
Changes to or waivers of the Code of Conduct will be disclosed on the same website. We intend to
satisfy the disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to, or waiver
of, any provision of the Code of Conduct by disclosing such information on the same website.

ITEM 11. EXECUTIVE COMPENSATION

The information required by this Item with respect to director and executive officer compensation

is incorporated by reference to the section of our Proxy Statement under the section entitled
‘‘Executive Compensation—Compensation Discussion and Analysis.’’

The information required by this Item with respect to Compensation Committee interlocks and

insider participation is incorporated herein by reference to the information from the Proxy Statement
under the section entitled ‘‘Information Regarding the Board of Directors and Corporate
Governance—Compensation Committee Interlocks and Insider Participation.’’

The information required by this Item with respect to our Compensation Committee’s review and

discussion of the Compensation Discussion and Analysis included in the Proxy Statement is
incorporated herein by reference to the information from the Proxy Statement under the section
entitled ‘‘Executive Compensation—Compensation Discussion and Analysis—Compensation Committee
Report.’’

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

AND RELATED STOCKHOLDERS MATTERS

The information required by this Item with respect to security ownership of certain beneficial

owners and management is incorporated herein by reference to the information from the Proxy
Statement under the section entitled ‘‘Security Ownership of Certain Beneficial Owners and
Management.’’

The information required by this Item with respect to securities authorized for issuance under our

equity compensation plans is incorporated herein by reference to the information from the Proxy
Statement under the section entitled ‘‘Equity Compensation Plan Information.’’

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR

INDEPENDENCE

The information required by this Item with respect to related party transactions is incorporated
herein by reference to the information from the Proxy Statement under the section entitled ‘‘Certain
Relationships and Related Transactions.’’

The information required by this Item with respect to director independence is incorporated herein

by reference to the information from the Proxy Statement under the section entitled ‘‘Information
Regarding the Board of Directors and Corporate Governance—Independence of the Board of
Directors.’’

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The information required by this Item is incorporated herein by reference to the section from the
Proxy Statement under the section entitled ‘‘Ratification of Selection of Independent Registered Public
Accounting Firm—Principal Accountant Fees and Services.’’

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

The following documents are included as part of this annual report:

(1) Consolidated Financial Statements:

Page Number

Index to Financial Statements

Reports of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . .
Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015 . . . . . . . .
Consolidated Statements of Operations for the years ended December 31, 2016,

December 31, 2015 and December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Comprehensive Income for the years ended December 31,

2016, December 31, 2015 and December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2016,
December 31, 2015 and December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows for the years ended December 31, 2016,

December 31, 2015 and December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Financial Statement Schedule II: Valuation and Qualifying Accounts . . . . . . . . . . . . . . . .

F-1
F-3

F-4

F-5

F-6

F-7
F-8
F-50

(2) Exhibits: The information required by this item is set forth on the exhibit index which

follows the signature page of this report.

REPORTS OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Omnicell, Inc.
Mountain View, California

We have audited the accompanying consolidated balance sheets of Omnicell, Inc. and subsidiaries

(the ‘‘Company’’) as of December 31, 2016 and 2015, and the related consolidated statements of
operations, comprehensive income, stockholders’ equity, and cash flows for each of the three years in
the period ended December 31, 2016. Our audits also included the financial statement schedule listed
in the Index at Item 15. These financial statements and the financial statement schedule are the
responsibility of the Company’s management. Our responsibility is to express an opinion on the
financial statements and financial statement schedule based on our audits.

We conducted our audits 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. 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, such consolidated financial statements present fairly, in all material respects, the

financial position of Omnicell, Inc. and subsidiaries as of December 31, 2016 and 2015, and the results
of their operations and their cash flows for each of the three years in the period ended December 31,
2016, in conformity with accounting principles generally accepted in the United States of America.
Also, in our opinion, such financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all material respects, the
information set forth therein.

We have also audited, in accordance with the standards of the Public Company Accounting

Oversight Board (United States), the Company’s internal control over financial reporting as of
December 31, 2016, based on the criteria established in Internal Control—Integrated Framework
(2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our
report dated February 28, 2017 expressed an unqualified opinion on the Company’s internal control
over financial reporting.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 28, 2017

F-1

To the Board of Directors and Stockholders of
Omnicell, Inc.
Mountain View, California

We have audited the internal control over financial reporting of Omnicell, Inc. and subsidiaries
(the ‘‘Company’’) as of December 31, 2016, based on criteria established in Internal Control—Integrated
Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
The Company’s management is responsible for maintaining effective internal control over financial
reporting and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control Over Financial Reporting.
Our responsibility is to express an opinion on the Company’s internal control over financial reporting
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 effective internal control over financial reporting was maintained
in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design
and operating effectiveness of internal control based on the assessed risk, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the

supervision of, the company’s principal executive and principal financial officers, or persons performing
similar functions, and effected by the company’s board of directors, management, and other personnel
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted accounting principles.
A company’s internal control over financial reporting includes those policies and procedures that
(1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with
generally accepted accounting principles, and that receipts and expenditures of the company are being
made only in accordance with authorizations of management and directors of the company; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the
possibility of collusion or improper management override of controls, material misstatements due to
error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation
of the effectiveness of the internal control over financial reporting to future periods are subject to the
risk that the controls may become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over

financial reporting as of December 31, 2016, based on the criteria established in Internal Control—
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway
Commission.

We have also audited, in accordance with the standards of the Public Company Accounting

Oversight Board (United States), the consolidated financial statements and financial statement schedule
as of and for the year ended December 31, 2016 of the Company and our report dated February 28,
2017 expressed an unqualified opinion on those financial statements and financial statement schedule.

/s/ DELOITTE & TOUCHE LLP

San Jose, California
February 28, 2017

F-2

OMNICELL, INC.

CONSOLIDATED BALANCE SHEETS

December 31,
2016

December 31,
2015

(In thousands, except par
value)

Current assets:

ASSETS

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable, net of allowances of $4,796 and $1,240, respectively .
Inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 54,488
150,303
69,297
28,646
12,674

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .
Long-term investment in sales-type leases, net
Goodwill
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Intangible assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets

315,408
42,011
20,585
327,724
190,283
4,041
35,051

$ 82,217
107,957
46,594
19,586
7,774

264,128
32,309
14,484
147,906
89,665
2,361
27,894

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 935,103

$ 578,747

Current liabilities:

LIABILITIES AND STOCKHOLDERS’ EQUITY

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, current portion, net . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 27,069
26,722
31,195
8,410
87,516

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term deferred tax liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Long-term debt, net

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

180,912
17,051
51,592
8,210
245,731

503,496

$ 22,646
18,195
30,133
—
53,656

124,630
17,975
21,822
11,932
—

176,359

Commitments and contingencies (Note 10)
Stockholders’ equity:

Preferred stock, $0.001 par value, 5,000 shares authorized; no shares

issued . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Common stock, $0.001 par value, 100,000 shares authorized; 45,778 and

44,739 shares issued; 36,633 and 35,594 shares outstanding, respectively .
Treasury stock at cost, 9,145 shares outstanding, respectively . . . . . . . . . . .
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated other comprehensive income . . . . . . . . . . . . . . . . . . . . . . .

46
(185,074)
525,758
100,396
(9,519)

45
(185,074)
490,354
99,793
(2,730)

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

431,607

402,388

Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . .

$ 935,103

$ 578,747

The accompanying notes are an integral part of these consolidated financial statements.

F-3

OMNICELL, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

(In thousands, except per share data)

Revenues:

Product . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Services and other revenues . . . . . . . . . . . . . . . . . . . . . . . .

$517,944
174,679

$388,397
96,162

$360,344
80,556

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

692,623

484,559

440,900

Cost of revenues:

Cost of product revenues . . . . . . . . . . . . . . . . . . . . . . . . . .
Cost of services and other revenues . . . . . . . . . . . . . . . . . . .

Total cost of revenues . . . . . . . . . . . . . . . . . . . . . . . . . . .

Gross profit

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Operating expenses:

Research and development . . . . . . . . . . . . . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . . . . . . . . . . . . .
Gain on business combination . . . . . . . . . . . . . . . . . . . . . . .

Total operating expenses . . . . . . . . . . . . . . . . . . . . . . . . .

Income from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Interest and other income (expense), net . . . . . . . . . . . . . . .

Income (loss) before provision for income taxes . . . . . . . . . . .
Provision for (benefit from) income taxes . . . . . . . . . . . . . .

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net income per share:

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Weighted-average shares:

302,437
76,386

378,823

313,800

57,799
249,520
—

307,319

6,481
(8,429)

(1,948)
(2,551)

198,418
38,211

236,629

247,930

35,160
167,581
(3,443)

199,298

48,632
(2,388)

46,244
15,484

173,419
33,621

207,040

233,860

27,802
156,475
—

184,277

49,583
(1,079)

48,504
17,986

$
$

603

$ 30,760

$ 30,518

0.02
0.02

$
$

0.86
0.84

$
$

0.86
0.83

Basic . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36,156
36,864

35,857
36,718

35,650
36,622

The accompanying notes are an integral part of these consolidated financial statements.

F-4

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

OMNICELL, INC.

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss), net of reclassification

adjustments:
Unrealized gain on interest rate swap contracts . . . . . . . . . .
Foreign currency translation adjustments . . . . . . . . . . . . . . .

Other comprehensive loss . . . . . . . . . . . . . . . . . . . . . . . .

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

603

(In thousands)
$30,760

$30,518

1,245
(8,034)

(6,789)

—
(1,369)

(1,369)

—
(1,532)

(1,532)

Comprehensive income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .

$(6,186)

$29,391

$28,986

The accompanying notes are an integral part of these consolidated financial statements.

F-5

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

OMNICELL, INC.

Common Stock

Treasury Stock

Shares Amount Shares

Amount

Additional Accumulated

Accumulated
Other

Paid-In
Capital

Earnings
(Deficit)

Comprehensive Stockholders’

Income

Equity

(In thousands)

Balances as of December 31,

2013 . . . . . . . . . . . . . . . 41,842
Net income . . . . . . . . . .
Other comprehensive

$41
—

(6,837) $(110,962) $421,232
—

—

$ 38,515
30,518

171
—

$348,997
30,518

income (loss) . . . . . . .
Stock repurchases . . . . . .
Share-based compensation
Issuance of common stock
under employee stock
plans . . . . . . . . . . . . .

Tax payments related to

1,695

restricted stock units . .

— —

Income tax benefits from

employee stock plans . .

— —

— —
— —
— —

—
(884)
—

—
(24,091)

—
—
— 12,785

—

— 21,793

— (3,744)

—

5,370

Balances as of December 31,

2014 . . . . . . . . . . . . . . . 43,537
Net income . . . . . . . . . .
Other comprehensive

43
—

(7,721)
—

(135,053) 457,436
—

—

69,033
30,760

— —
—
— — (1,424)
—
— —

—
(50,021)

—
—
— 14,921

income (loss) . . . . . . .
Stock repurchases . . . . . .
Share-based compensation
Issuance of common stock
under employee stock
plans . . . . . . . . . . . . .

Tax payments related to

1,202

restricted stock units . .

— —

Income tax benefits from

employee stock plans . .

— —

—

— 17,089

— (3,627)

—

4,535

—
—
—

—

—
—
—

—

Balances as of December 31,

2015 . . . . . . . . . . . . . . . 44,739
Net income . . . . . . . . . .
Other comprehensive

45
—

(9,145)
—

(185,074) 490,354
—

—

99,793
603

income (loss) . . . . . . .
Share-based compensation
Issuance of common stock
under employee stock
plans . . . . . . . . . . . . .

Tax payments related to

— —
— —

1,039

restricted stock units . .

— —

Income tax benefits from

employee stock plans . .

— —

Balances as of December 31,

—
—

—

—
—
— 19,500

— 17,691

— (3,490)

—

1,703

—

(1,532)
—
—

—

(1,361)
—

(1,369)
—
—

—

(2,730)
—

(6,789)
—

—

(1,532)
(24,091)
12,785

21,795

(3,744)

5,370

390,098
30,760

(1,369)
(50,021)
14,921

17,091

(3,627)

4,535

402,388
603

(6,789)
19,500

17,692

(3,490)

1,703

2016 . . . . . . . . . . . . . . . 45,778

$46

(9,145) $(185,074) $525,758

$100,396

$(9,519)

$431,607

The accompanying notes are an integral part of these consolidated financial statements.

F-6

OMNICELL, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

(In thousands)

603

$ 30,760

$ 30,518

Operating Activities
Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net income to net cash provided by operating

activities:
Depreciation and amortization . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Loss on disposal of fixed assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Impairment of equity investments . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain on business combinations . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Gain related to contingent liability . . . . . . . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . . . . . . . . . . . . . . . . . . . . . .
Income tax benefits from employee stock plans . . . . . . . . . . . . . . . . . . .
Excess tax benefits from employee stock plans . . . . . . . . . . . . . . . . . . . .
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Amortization of debt financing fees
. . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in operating assets and liabilities, net of business acquisitions:

Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventories
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Investment in sales-type leases . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other long-term liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

58,362
35
—
—
(600)
19,500
1,703
(1,963)
(10,882)
1,590

8,047
(3,362)
(4,321)
(1,093)
(9,639)
2,043
(4,963)
(2,052)
(3,287)
4,480
(6,264)

Net cash provided by operating activities . . . . . . . . . . . . . . . . . . . .

47,937

Investing Activities

Purchase of intangible assets, intellectual property and patents . . . . . . . . .
Software development for external use . . . . . . . . . . . . . . . . . . . . . . . .
Purchases of property and equipment . . . . . . . . . . . . . . . . . . . . . . . . .
Business acquisitions, net of cash acquired . . . . . . . . . . . . . . . . . . . . . .

Net cash used in investing activities

. . . . . . . . . . . . . . . . . . . . . . .

Financing Activities

Proceeds from debt, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Repayment of debt and revolving credit facility . . . . . . . . . . . . . . . . . . .
Payment for contingent consideration . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from issuances under stock-based compensation plans . . . . . . . . .
Employees’ taxes paid related to restricted stock units . . . . . . . . . . . . . . .
Excess tax benefits from employee stock plans . . . . . . . . . . . . . . . . . . . .
Common stock repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net cash provided by (used in) financing activities . . . . . . . . . . . . . .

Effect of exchange rate changes on cash and cash equivalents . . . . . . . . . . .
Net increase (decrease) in cash and cash equivalents . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . . . . . . . . . .

(1,372)
(14,348)
(13,445)
(312,158)

(341,323)

287,051
(34,500)
(3,000)
17,691
(3,490)
1,963
—

265,715

(58)
(27,729)
82,217

25,639
238
—
(3,443)
—
14,921
4,535
(4,724)
(1,092)
—

(17,941)
(10,032)
4,049
638
(4,661)
496
(2,841)
(2,032)
5,456
(5,521)
(683)

33,762

(415)
(12,132)
(7,542)
(25,507)

(45,596)

—
—
—
17,091
(3,627)
4,724
(50,021)

(31,833)

(4)
(43,671)
125,888

20,272
167
350
—
—
12,785
5,370
(5,834)
1,402
—

(21,858)
1,960
(4,296)
53
1,048
297
1,611
270
5,512
13,687
1,849

65,163

(327)
(10,353)
(11,922)
(20,723)

(43,325)

—
—
—
21,795
(3,744)
5,834
(24,091)

(206)

(275)
21,357
104,531

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . . . . . . . .

$ 54,488

$ 82,217

$125,888

Supplemental cash flow information
Cash paid for interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash paid for taxes, net of refunds . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Supplemental disclosure of non-cash investing activities
Non-cash activity business acquisition . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unpaid property and equipment purchases . . . . . . . . . . . . . . . . . . . . . . .

5,344
$
$ 11,091

$
$

—
246

76
$
$ 11,871

$
$

7,386
1,398

$
$

61
9,161

—
273

The accompanying notes are an integral part of these consolidated financial statements.

F-7

OMNICELL, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Summary of Significant Accounting Policies

Business

Omnicell, Inc. was incorporated in California in 1992 under the name Omnicell Technologies, Inc.

and reincorporated in Delaware in 2001 as Omnicell, Inc. The Company’s major products are
automated medication, supply control systems and medication adherence solutions which are sold in its
principal market, which is the healthcare industry. The Company’s market is primarily located in the
United States, Canada and United Kingdom. ‘‘Omnicell’’ or the ‘‘Company’’ refer to Omnicell, Inc. and
its subsidiaries.

Principles of consolidation

The accompanying Consolidated Financial Statements have been prepared in accordance with

U.S. GAAP and include all adjustments necessary for the fair presentation of the Company’s
consolidated financial position, results of operations and cash flows for the periods presented. The
Consolidated Financial Statements include the Company’s accounts as well as those of its wholly owned
subsidiaries after the elimination of intercompany balances and transactions.

On January 5, 2016, the Company completed its acquisition of Aesynt Holding Cooperatief U.A.

(‘‘Aesynt’’). On December 8, 2016, the Company completed its acquisition of Ateb, Inc. and Ateb
Canada Ltd. (together, ‘‘Ateb’’). On April 21, 2015, the Company completed its acquisition of Mach4
Automatisierungstechnik GmbH (‘‘Mach4’’). On April 30, 2015, the Company acquired the remaining
85% of the issued and outstanding ordinary shares of Avantec Healthcare Limited (‘‘Avantec’’) not
already held by Omnicell. The consolidated financial statements include the results of operations of
these recently acquired companies, commencing as of their respective acquisition dates. The significant
accounting policies of the acquired businesses have been aligned to conform to the accounting policies
of Omnicell.

Certain prior year amounts have been reclassified to conform to 2016 presentation. These

reclassifications include; (i) provision for excess and obsolete inventories and provision for receivables
allowance have been reclassified/combined with inventories and accounts receivable within net cash
provided by operating activities in the Consolidated Statements of Cash Flows, and (ii) the deferred
service revenue and deferred gross profit have been combined under deferred revenue, net.

Use of estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to

make estimates and assumptions that affect the amounts reported in the Company’s Consolidated
Financial Statements and accompanying Notes. Management bases its estimates on historical experience
and various other assumptions believed to be reasonable. Although these estimates are based on
management’s best knowledge of current events and actions that may impact the Company in the
future, actual results may be different from the estimates. The Company’s critical accounting policies
are those that affect its financial statements materially and involve difficult, subjective or complex
judgments by management. Those policies are revenue recognition, accounts receivable and notes
receivable from investment in sales-type leases, inventory valuation, capitalized software development
costs, valuation and impairment of goodwill, purchased intangibles and long-lived assets, share-based
compensation and accounting for income taxes.

F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Segment reporting

The Company’s Chief Operating Decision Maker (‘‘CODM’’) is its Chief Executive Officer. The

CODM allocates resources and evaluates the performance of the Company’s segments using
information about its revenues, gross profit, and income from operations. Such evaluation excludes
general corporate-level costs that are not specific to either of the reportable segments and are managed
separately at the corporate level. Corporate-level costs include expenses related to executive
management, finance and accounting, human resources, legal, training and development, and certain
administrative expenses. See Note 13, Segment and Geographical Information, for addition information
on segment reporting.

The operating results of the recently acquired Aesynt, Mach4 and Avantec businesses are included
in the Company’s Automation and Analytics reportable segment. The operating results of the recently
acquired Ateb business is included in the Medication Adherence reportable segment.

Foreign currency translation and remeasurement

Most of the Company’s foreign subsidiaries use the local currency of their respective countries as

their functional currency. The Company translates the assets and liabilities of such non-U.S. dollar
functional currency subsidiaries into U.S. dollars using exchange rates in effect at the end of each
period. Revenue and expenses for these subsidiaries are translated using rates that approximate those
in effect during the period. Gains and losses from these translations are recorded as foreign currency
translation adjustments and included in accumulated other comprehensive income in stockholders’
equity.

The Company’s foreign subsidiaries that use the U.S. dollar as their functional currency remeasure

monetary assets and liabilities at exchange rates in effect at the end of each period, and inventories,
property and non-monetary assets and liabilities at historical rates. Gains and losses from such foreign
currency remeasurement is recorded in interest and other income (expense).

Revenue recognition

The Company earns revenues from sales of our medication and medical and surgical supply

automation systems along with consumables and related services, which are sold in the healthcare
industry, our principal market. Revenues are reported net of discounts and rebates provided to its
customers. The Company’s customer arrangements typically include one or more of the following
deliverables:

Products. Software-enabled equipment that manages and regulates the storage and dispensing of

pharmaceuticals, consumable blister cards and packaging equipment and other medical supplies.

Software. Additional software applications that enable incremental functionality of its equipment.

Installation.

Installation of equipment as integrated systems at customers’ sites.

Post-installation technical support. Phone support, on-site service, parts and access to unspecified

software upgrades and enhancements, if and when available.

Professional services. Other customer services, such as training and consulting.

F-9

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

The Company recognizes revenue when the earnings process is complete, based upon its evaluation

of whether the following four criteria have been met:

Persuasive evidence of an arrangement exists. The Company uses signed customer contracts and

signed customer purchase orders as evidence of an arrangement for leases and sales. For service
engagements, the Company uses a signed services agreement and a statement of work to evidence an
arrangement.

Delivery has occurred. Equipment and embedded software product delivery is deemed to occur
upon successful installation and receipt of a signed and dated customer confirmation of installation
letter, providing evidence that the Company has delivered what a customer ordered. In instances of a
customer self-installation, product delivery is deemed to have occurred upon receipt of a signed and
dated customer confirmation letter. If a sale does not require installation, the Company recognizes
revenue on delivery of products to the customer, including transfer of title and risk of loss, assuming all
other revenue criteria are met. For existing distributors, where installation of equipment training has
been previously provided and the distributor is certified to install the Company’s equipment at the
end-user customer facility, the Company recognizes revenue from sales of products to the distributor
upon shipment assuming all other revenue criteria are met, net of allowance for rights of return or
refund. For new distributors, where the Company has not provided installation of equipment training,
revenue on the sales of products to the distributor is deferred until the distributor has completed the
Distributor Training Program and has been certified to install the Company’s equipment at the
end-user facility. For the sale of consumable blister cards, the Company recognizes revenue when title
and risk of loss of the products shipped have transferred to the customer, which usually occurs upon
shipment from the Company’s facilities. Assuming all other revenue criteria are met, the Company
recognizes revenue for support services ratably over the related support services contract period. The
Company recognizes revenue on training and professional services as they are performed.

Fee is fixed or determinable. The Company assesses whether a fee is fixed or determinable at the
outset of the arrangement based on the payment terms associated with the transaction. The Company
has established a history of collecting under the original contract without providing concessions on
payments, products or services.

Collection is probable. The Company assesses the probability of collecting from each customer at
the outset of the arrangement based on a number of factors, including the customer’s payment history
and its current creditworthiness. If, in the Company’s judgment, collection of a fee is not probable, the
Company defers revenue recognition until the uncertainty is removed, which generally means revenue is
recognized upon the Company’s receipt of cash payment assuming all other revenue criteria are met.
The Company’s historical experience has been that collection from its customers is generally probable.

In arrangements with multiple deliverables, assuming all other revenue criteria are met, the
Company recognizes revenue for individual delivered items if they have value to the customer on a
standalone basis. The Company allocates arrangement consideration at the inception of the
arrangement to all deliverables using the relative selling price method. This method requires the
Company to determine the selling price at which each deliverable could be sold if it were sold regularly
on a standalone basis. When available, the Company uses vendor-specific objective evidence (‘‘VSOE’’)
of the selling price. VSOE represents the price charged for a deliverable when it is sold separately, or
for a deliverable not yet being sold separately, the price established by management with the relevant

F-10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

authority. The Company considers VSOE to exist when approximately 80% or more of its standalone
sales of an item are priced within a reasonably narrow pricing range (plus or minus 15% of the median
rates). The Company has established VSOE of the selling price for its post-installation technical
support services and professional services. When VSOE of selling price is not available, third-party
evidence (‘‘TPE’’) of selling price for similar products and services is acceptable; however, the
Company’s offerings and market strategy differ from those of its competitors, such that it cannot obtain
sufficient comparable information about third parties’ prices. If neither VSOE nor TPE are available,
the Company uses its best estimates of selling prices (‘‘BESP’’). The Company determines BESP
considering factors such as market conditions, sales channels, internal costs and product margin
objectives and pricing practices. The Company regularly reviews and updates its VSOE and BESP
information.

The relative selling price method allocates total arrangement consideration proportionally to each

deliverable on the basis of its estimated selling price. In addition, the amount recognized for any
delivered items cannot exceed that which is not contingent upon delivery of any remaining items in the
arrangement.

The Company also uses the residual method to allocate revenue between the software products

that enable incremental equipment functionality, and thus are not deemed to deliver its essential
functionality, and the related post-installation technical support, as these products and services continue
to be accounted for under software revenue recognition rules. Under the residual method, the amount
allocated to the undelivered elements equals VSOE of fair value of these elements. Any remaining
amounts are attributed to the delivered items and are recognized when those items are delivered.

A portion of the Company’s sales are made through multi-year lease agreements. Under sales-type

leases, the Company recognizes revenue for its hardware and software products net of lease execution
costs such as post-installation product maintenance and technical support, at the net present value of
the lease payment stream once its installation obligations have been met. The Company optimizes cash
flows by selling a majority of its non-U.S. government leases to third-party leasing finance companies
on a non-recourse basis. The Company has no obligation to the leasing company once the lease has
been sold. Some of the Company’s sales-type leases, mostly those relating to U.S. government hospitals
which comprise approximately 45% of the lease receivable balance, are retained in-house. Interest
income in these leases is recognized in product revenue using the effective interest method.

Financial Instruments

For assets and liabilities measured at fair value, such amounts are based on an expected exit price
representing the amount that would be received from the sale of an asset or paid to transfer a liability
in a transaction between market participants. As such, fair value may be based on assumptions that
market participants would use in pricing an asset or liability. The authoritative guidance on fair value
measurements establishes a consistent framework for measuring fair value on either a recurring or
nonrecurring basis whereby inputs used in valuation techniques are assigned a hierarchical level. The
following methods were used to estimate the fair value of each class of financial instruments for which
it is practical to estimate that value:

Cash and Cash Equivalents and Fair Value of Financial Instruments. The Company classifies
investments as cash equivalents if their original or remaining contractual maturity is three months or

F-11

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

less at the date of purchase. Cash equivalents are carried at amounts that approximate fair value due to
the short period of time to maturity. The Company’s cash equivalents are maintained in demand
deposit accounts with financial institutions of high credit quality, and are invested in institutional
money market funds, short-term bank time deposits and similar short duration instruments with fixed
maturities. The Company continuously monitors the credit worthiness of the financial institutions and
institutional money market funds in which it invests. The Company has not experienced any credit
losses from its cash investments.

Foreign currency forward contracts. The Company enters into foreign currency forward contracts to

protect its business from the risk that exchange rates may affect the eventual cash flows resulting from
intercompany transactions between Omnicell and its foreign subsidiaries. These transactions primarily
arise as a result of products manufactured in the United States (‘‘U.S’’) and sold to foreign subsidiaries
in U.S. dollars rather than the subsidiaries’ functional currencies. These forward contracts are
considered to be financial derivative instruments and are recorded at fair value. Changes in fair values
of these financial derivative instruments are either recognized in other comprehensive income or net
income depending on whether the derivative has been designated and qualifies as a hedging instrument.

Interest rate swap agreements. During the second quarter of 2016, the Company entered into
interest rate swap agreements. The interest rate swap agreements, at their inception, qualified for and
were designated as cash flow hedging instruments. In accordance with the Derivatives and Hedging
Topic of the Accounting Standards Codification (‘‘ASC’’), the Company records its interest rate swaps
on its consolidated balance sheet at fair value. The effective portion of changes in fair value are
recorded in accumulated other comprehensive loss and are subsequently reclassified into earnings in
the period that the hedged forecasted transaction affects earnings. Any ineffective portion is recognized
in earnings. Both at inception and on a quarterly basis, the Company performs an effectiveness test.
For further information regarding these interest rate swap agreements, please refer to Note 4, ‘‘Cash
and Cash Equivalents and Fair Value of Financial Instruments’’.

Debt. The Company has entered into a Credit Agreement which provides for (a) a five-year
revolving credit facility and (b) a five-year term loan facility (Facilities). The amount borrowed under
these facilities is recorded at its carrying value at December 31, 2016. The fair value at December 31,
2016 approximates the carrying value.

Accounts receivable and notes receivable from investment in sales-type leases

The Company actively manages its accounts receivable to minimize credit risk. The Company
typically sells to customers for which there is a history of successful collection. New customers are
subject to a credit review process, which evaluates that customer’s financial position and ability to pay.
The Company continually monitors and evaluates the collectability of its trade receivables based on a
combination of factors. The Company records specific allowances for doubtful accounts when it
becomes aware of a specific customer’s impaired ability to meet its financial obligation to the
Company, such as in the case of bankruptcy filings or deterioration of financial position. There were no
significant customers that accounted for more than 10% of the Company’s accounts receivable as of
December 31, 2016 and December 31, 2015.

Uncollectible amounts are charged off against trade receivables and the allowance for doubtful
accounts when the Company makes a final determination that there is no reasonable expectation of

F-12

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

recovery. Estimates are used in determining the Company’s allowances for all other customers based on
factors such as current trends, the length of time the receivables are past due and historical collection
experience. While the Company believes that its allowance for doubtful accounts receivable is adequate
and that the judgment applied is appropriate, such estimated amounts could differ materially from what
will actually be uncollectible in the future.

The retained in-house leases discussed above are considered financing receivables. The Company’s

credit policies and its evaluation of credit risk and write-off policies are applied alike to trade
receivables and the net investment in sales-type leases. For both, an account is generally past due after
thirty days. The financing receivables also have customer-specific reserves for accounts identified for
specific impairment and a non-specific reserve applied to the remaining population, based on factors
such as current trends, the length of time the receivables are past due and historical collection
experience. The retained in-house leases are not stratified by portfolio or class.

Sales of accounts receivable

The Company records the sale of its accounts receivables as ‘‘true sales’’ in accordance with

accounting guidance for transfers and servicing of financial assets. The Company transferred
non-recourse accounts receivable totaling $28.7 million, $38.6 million and $62.0 million during fiscal
year 2016, 2015, and 2014, respectively, which approximated fair value, to leasing companies on a
non-recourse basis. Accounts receivable included approximately $0.2 million, $0.8 million and
$1.1 million due from third-party leasing companies for transferred non-recourse accounts receivable as
of December 31, 2016, December 31, 2015 and December 31, 2014, respectively.

Inventory

Inventories for 2016 are stated at the lower of cost (utilizing standard costs, applying the first-in,
first-out method) or net realizable value, defined as the estimated selling prices in the ordinary course
of business, less reasonably predictable costs of completion, disposal and transportation. Cost elements
included in inventory are direct labor and materials plus applied overhead. The Company routinely
assesses on-hand inventory for timely identification and measurement of obsolete, slow-moving or
otherwise impaired inventory. The Company writes down its inventory for estimated obsolescence,
excess or unmarketable quantities equal to the difference between the cost of the inventory and its
estimated market value based on assumptions about future demand and market conditions. If actual
future demand or market conditions are less favorable than the Company projected, additional
inventory write-downs may be required.

The Company has a supply agreement with one primary supplier for construction and supply of
several sub-assemblies and inventory management of sub-assemblies used in our hardware products.
There are no minimum purchase requirements. The contract with the Company’s supplier may be
terminated by either the supplier or by the Company without cause and at any time upon delivery of
two months’ notice. Purchases from this supplier were $47.9 million, $41.7 million and $34.5 million for
the years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively.

Property and equipment

Property and equipment less accumulated depreciation are stated at historical cost. The Company’s

expenditures for property and equipment primarily are for computer equipment and software used in

F-13

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

the administration of its business, and for leasehold improvements to its leased facilities. The Company
also develops molds and dies used in long-term manufacturing arrangements with suppliers and for
production automation equipment used in the manufacturing of consumable blister card components.
Depreciation and amortization of property and equipment are provided over their estimated useful
lives, using the straight-line method, as follows:

Computer equipment and related software . . . . . 3 - 5 years
Leasehold and building improvements . . . . . . . . Shorter of the lease term or the estimated useful life
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . 5 - 7 years
Equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 - 12 years

Depreciation and amortization of property and equipment was $15.0 million, $12.8 million and
$11.3 million for the years ended December 31, 2016, December 31, 2015 and December 31, 2014,
respectively.

The Company capitalizes costs related to computer software developed or obtained for internal use

in accordance with ASC 350-40, Internal-Use Software. Software obtained for internal use has generally
been enterprise-level business and finance software that the Company customizes to meet its specific
operational needs. Costs incurred in the application development phase are capitalized and amortized
over their useful lives, which is generally five years. Costs recognized in the preliminary project phase
and the post-implementation phase are expensed as incurred. The Company capitalized $2.2 million
and $1.2 million of costs related to the application development of enterprise-level software that was
included in property and equipment during the years ended December 31, 2016 and December 31,
2015, respectively.

Software development costs

The Company capitalizes software development costs in accordance with ASC 985-20, Costs of
Software to Be Sold, Leased, or Marketed, under which certain software development costs incurred
subsequent to the establishment of technological feasibility may be capitalized and amortized over the
estimated lives of the related products. The Company establishes feasibility when it completes a
working model and amortizes development costs over the estimated lives of the related products
ranging from three to five years. The Company capitalized software development costs of $14.3 million
and $12.1 million which are included in other assets as of December 31, 2016 and December 31, 2015,
respectively. The Company recorded $7.1 million, $5.8 million and $4.4 million to cost of revenues for
amortization of capitalized software development costs for the years ended December 31, 2016,
December 31, 2015 and December 31, 2014, respectively. All development costs prior to the completion
of a working model are recognized as research and development expense.

Deferred revenue

Deferred revenue arise when customers have been billed and/or have received products and/or

services in advance of revenue recognition. The Company’s deferred revenue, net, presented as short
term consists primarily of (i) unearned revenue on sale of equipment for which installation has not
been completed, net of deferred cost of sales for such equipment, and (ii) the current portion of
unearned service contracts for which revenue is recognized over their duration. Long-term deferred
revenue includes long term portion of unearned service contracts.

F-14

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Business combinations

The Company uses the acquisition method of accounting under the authoritative guidance on
business combinations. Each acquired company’s operating results are included in the Company’s
Consolidated Financial Statements starting on the date of acquisition. The purchase price is equivalent
to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and
liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill
is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities
assumed.

Amounts allocated to assets and liabilities are based upon fair values. Such valuations require
management to make significant estimates and assumptions, especially with respect to the identifiable
intangible assets. Management makes estimates of fair value based upon assumptions believed to be
reasonable and that of a market participant. These estimates are based on historical experience and
information obtained from the management of the acquired companies and the estimates are inherently
uncertain. The separately identifiable intangible assets generally include customer relationships,
technology, and trade names.

Goodwill and intangible assets

Goodwill. The Company reviews goodwill for impairment on an annual basis on the first day of

the fourth quarter of each year at the reporting unit level. The Company’s reporting units are the same
as its operating segments, which are Automation and Analytics and Medication Adherence. A
qualitative assessment is initially made to determine whether it is necessary to perform quantitative
testing. This initial assessment includes, among others, consideration of: (i) past, current and projected
future earnings and equity; (ii) recent trends and market conditions; and (iii) valuation metrics
involving similar companies that are publicly-traded and acquisitions of similar companies, if available.
If this initial qualitative assessment indicates that it is more likely than not that impairment exists, or if
the Company decides to bypass this option, it proceeds to a two-step impairment test. The first step
(‘‘Step 1’’) involves a comparison between the estimated fair values of the Company’s reporting units
with their respective carrying amounts including goodwill. The methods for estimating reporting unit
values include asset and liability fair values and other valuation techniques, such as discounted cash
flows and multiples of earnings or revenues. If the carrying value exceeds estimated fair value, there is
an indication of potential impairment, and the second step is performed to measure the amount of
impairment. The second step involves calculating an implied fair value of goodwill by measuring the
excess of the estimated fair value of the reporting units over the aggregate estimated fair values of the
individual assets less liabilities. If the carrying value of goodwill exceeds the implied fair value of
goodwill, an impairment charge is recorded for the excess.

To determine each reporting unit’s fair value in the second step, the Company uses the income

approach which is based on the estimated discounted future cash flows of that reporting unit. The
estimated fair value of each reporting unit under the income approach is corroborated with the market
approach, which measures the value of a business through an analysis of recent sales or offerings of a
comparable entity. The Company also considers its market capitalization on the date of the analysis to
ensure the reasonableness of the sum of its reporting units’ estimated fair value.

The Company performed a Step 1 impairment analysis as of October 1, 2016 for its Medication
Adherence reporting unit. The Company determined that the fair value of this reporting unit exceeded

F-15

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

the carrying value by more than 25%, and thus no impairment was indicated. Additionally, the
Company performed a Step 0 impairment assessment analysis as of October 1, 2016 for its Automation
and Analytics reporting unit taking into consideration past, current and projected future earnings,
recent trends and market conditions; and valuation metrics involving similar companies that are
publicly-traded. Based on the result of this analysis it is more likely than not an impairment does not
exist.

Intangible assets.

In connection with the Company’s acquisitions, it generally recognizes assets for

customer relationships, technology and trade names. Intangible assets are carried at cost less
accumulated amortization. Such amortization is provided on a straight-line basis or on an accelerated
basis based on a pattern of economic benefit that is expected to be obtained over the estimated useful
lives of the respective assets, generally from 1 to 30 years. Amortization for developed technology and
backlog is recognized in cost of product revenues, and amortization for customer relationships,
non-compete agreements, and trade names is recognized in selling, general and administrative expenses.

The Company assesses the impairment of identifiable intangible assets whenever events or changes

in circumstances indicate that an asset’s carrying amount may not be recoverable. Recoverability of an
asset is measured by the comparison of the carrying amount to the sum of the undiscounted estimated
future cash flows the asset is expected to generate, offset by estimated future costs to dispose of the
product to which the asset relates. If an asset is considered to be impaired, the amount of such
impairment would be measured as the difference between the carrying amount of the asset and its fair
value. The Company’s cash flow assumptions are based on historical and forecasted future revenue,
operating costs, and other relevant factors. Assumptions and estimates about the remaining useful lives
of the Company’s intangible assets are subjective and are affected by changes to its business strategies.
If management’s estimates of future operating results change, or if there are changes to other
assumptions, the estimate of the fair value of the Company’s assets could change significantly. Such
change could result in impairment charges in future periods, which could have a significant impact on
the Company’s operating results and financial condition.

Valuation of share-based awards

The Company accounts for share-based compensation in accordance with ASC 718, Stock
Compensation (‘‘ASC 718’’). The Company recognizes compensation expense related to stock-based
compensation based on the grant date estimated fair value. The Company amortizes the fair value of
the employee stock awards on a straight-line basis over the requisite service period of the award, which
is generally the vesting period. The Company estimates the fair value of stock-based compensation
awards using the Black-Scholes option pricing model, which requires the following inputs: expected life,
expected volatility, risk-free interest rate, expected dividend yield rate, exercise price, and closing price
of its common stock on the date of grant. The expected volatility is based on a combination of
historical and market-based implied volatility, and the expected life of the awards is based on the
Company’s historical experience of employee stock option exercises, including forfeitures. The valuation
assumptions used in estimating the fair value of employee share-based awards may change in future
periods. The Company calculates its pool of excess tax benefits available within additional paid-in
capital in accordance with the provisions of ASC 718.

F-16

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Accounting for income taxes

The Company records an income tax provision (benefit) for the anticipated tax consequences of

the reported results of operations. In accordance with U.S. GAAP, the provision for (benefit from
income taxes is computed using the asset and liability method, which requires the recognition of
deferred tax assets and liabilities for the expected future tax consequences of events that have been
included in the financial statements. Under this method, deferred tax assets and liabilities are
determined on the basis of the differences between the financial statement and tax bases of assets and
liabilities and for operating losses and tax credit carry forwards. Deferred tax assets and liabilities are
measured using the enacted tax rates in effect for the periods in which those tax assets and liabilities
are expected to be realized or settled. In the event that these tax rates change, the Company will incur
a benefit or detriment on its income tax expense in the period of change. If the Company were to
determine that all or part of the net deferred tax assets are not realizable in the future, it will record a
valuation allowance that would be charged to earnings in the period such determination is made.

In accordance with ASC 740, Income Taxes, the Company recognizes the tax benefit from an
uncertain tax position if it is more likely than not that the tax position will be sustained on examination
by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in
the financial statements from such positions are then measured based on the largest benefit that has a
greater than 50% likelihood of being realized upon ultimate settlement. The calculation of tax liabilities
involves significant judgment in estimating the impact of uncertainties in the application of U.S. GAAP
and complex tax laws. Resolution of these uncertainties in a manner inconsistent with management’s
expectations could have a material impact on our financial condition and operating results.

Commissions

Sales commissions are incremental and directly related to customer sales contracts in which
revenue is deferred. These commission costs are accrued and recorded in prepaid expenses upon
execution of a non-cancelable customer contract and subsequently expensed in the period of revenue
recognition. Commission expense was $22.0 million, $13.7 million and $14.0 million for the years ended
December 31, 2016, December 31, 2015 and December 31, 2016, respectively.

Shipping costs

Outbound freight billed to customers is recorded as product revenue. The related shipping and

handling costs are expensed as part of selling, general and administrative expense. Shipping and
handling expenses were $12.1 million, $8.5 million and $7.4 million for the year ended December 31,
2016, December 31, 2015 and December 31, 2014, respectively.

Recently adopted accounting standards

In April 2015, the Financial Accounting Standards Board (‘‘FASB’’) issued ASU No. 2015-03,
Interest—Imputation of Interest (Subtopic 835-30)—Simplifying the Presentation of Debt Issuance Costs,
that requires debt issuance costs related to a recognized debt liability to be presented in the balance
sheet as a direct deduction from the debt liability. The guidance is effective for fiscal years beginning
after December 15, 2015, and interim periods within those years, with retrospective application required
along with certain disclosures about the change in accounting principle, including the effect of the
change on the financial statement line items. As required under ASU 2015-03 the Company has

F-17

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

presented the deferred issuance cost related to the debt facilities of $7.9 million as a reduction of the
debt liability. Refer to Note 8, Debt and Credit Agreement, for additional information.

In April 2015, the FASB issued ASU No. 2015-05, Intangibles—Goodwill and Other—Internal-Use

Software—Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement, which provides
guidance on determining whether a cloud computing arrangement contains a software license. If a
cloud computing arrangement includes a software license, then the customer should account for the
software license element of the arrangement consistent with the acquisition of other software licenses.
If a cloud computing arrangement does not include a software license, the customer should account for
the arrangement as a service contract. The Company adopted ASU 2015-05 on a prospective basis
beginning on January 1, 2016. The impact of ASU 2015-05 did not have a material impact on the
Company’s consolidated financial position or results of operations for the year ended December 31,
2016.

In July 2015, the FASB issued ASU No. 2015-11, Simplifying the Measurement of Inventory. This
ASU changes the measurement principle for inventory from the lower of cost or market to lower of
cost and net realizable value. Net realizable value is the estimated selling prices in the ordinary course
of business, less reasonably predictable costs of completion, disposal and transportation. It applies to
entities that measure inventory using a method other than last-in, first-out (LIFO) and the retail
inventory method (RIM). The guidance is effective for fiscal years beginning after December 15, 2016.
The Company adopted ASU 2015-11 on a prospective basis beginning on January 1, 2016. The impact
of ASU 2015-11 did not have a material impact on the Company’s consolidated financial position or
results of operations for the year ended December 31, 2016.

In September 2015, the FASB issued ASU No. 2015-16, Business Combinations (Topic 805):

Simplifying the Accounting for Measurement-Period Adjustments. This ASU requires adjustments to
provisional amounts that are identified during the measurement period of a business combination to be
recognized in the reporting period in which the adjustment amounts are determined. An acquirer is no
longer required to revise comparative information for prior periods as if the accounting for the business
combination had been completed as of the acquisition date. The provisions of ASU 2015-16 are
effective for reporting periods beginning after December 15, 2015. The adoption of this accounting
standard update did not have a material impact on the Company’s consolidated financial position or
results of operations for the year ended December 31, 2016.

Recently issued authoritative guidance

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers

(‘‘ASU 2014-09’’). Under the new guidance, an entity is required to recognize an amount of revenue to
which it expects to be entitled for the transfer of promised goods or services to customers. The original
effective date for the ASU would have required the Company to adopt the standard beginning in its
first quarter of fiscal year 2017. In July 2015, the FASB voted to amend ASU 2014-09 by approving a
one-year deferral of the effective date as well as providing the option to early adopt the standard on
the original effective date.

Additionally, during 2016 the FASB issued several final ASUs to provide clarifications for the new

revenue standard. These final ASU’s were issued in March 2016, ASU No. 2016-08, Principal versus
Agent Considerations (Reporting Revenue Gross versus Net), in April 2016, ASU No. 2016-10, Identifying
Performance Obligations and Licensing, in May 2016, ASU No. 2016-12, Narrow-Scope Improvements and

F-18

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

Practical Expedients and in December 2016, ASU No. 2016-20, Technical Corrections and Improvements
to Topic 606, Revenue from Contracts with Customers. All of these amendments have the same effective
date as Topic 606, the new revenue standard. Accordingly, the Company will adopt the standard in its
first quarter of fiscal year 2018. The Company is currently in the process of assessing the impact of
adopting this new guidance.

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The FASB amended

lease accounting requirements to begin recording assets and liabilities arising from leases on the
balance sheet. The new guidance will also require significant additional disclosures about the amount,
timing and uncertainty of cash flows from leases. This new guidance will be effective for us beginning
on January 1, 2019 using a modified retrospective approach. The modified retrospective approach
includes a number of optional practical expedients that entities may elect to apply. The Company is
currently evaluating the impact ASU 2016-02 will have on its consolidated financial statements.

In March 2016, the FASB issued ASU No. 2016-09, Compensation—Stock Compensation

(Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several
aspects of the accounting for share-based payment transactions, including the income tax consequences,
classification of awards as either equity or liabilities, and classification on the statement of cash flows.
The provisions of ASU 2016-09 are effective for annual periods beginning after December 15, 2016,
and interim periods within those annual periods. Early adoption is permitted for any entity in any
interim or annual period. If an entity early adopts the amendments in an interim period, any
adjustments are reflected as of the beginning of the fiscal year that includes that interim period. An
entity that elects early adoption must adopt all of the amendments in the same period. The Company is
currently in the process of evaluating the impact of the adoption of ASU 2016-09 on its consolidated
financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326),

Measurement of Credit Losses on Financial Instruments, that modifies or replaces existing models for
trade and other receivables, debt securities, loans and certain other financial instruments. For
instruments measured at amortized cost, including trade and lease receivables, loans and
held-to-maturity debt securities, the standard will replace today’s ‘‘incurred loss’’ approach with an
‘‘expected loss’’ model. Entities will be required to estimate expected credit losses over the life of the
instrument, considering available relevant information about the collectibility of cash flows, including
information about past events, current conditions, and reasonable and supportable forecasts. The new
guidance will be effective for fiscal years beginning after December 15, 2019, including interim periods
within those fiscal years and will be applied prospectively with a cumulative effect adjustment as of the
beginning of the first reporting period for which the guidance is effective. Early adoption is permitted
for annual periods beginning after December 15, 2018 and interim periods therein. The Company is
currently evaluating the impact ASU 2016-13 will have on its consolidated financial statements.

In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity
Transfers of Assets Other Than Inventory, which reduces the complexity in the accounting standards by
allowing the recognition of current and deferred income taxes for an intra-entity asset transfer, other
than inventory, when the transfer occurs. Historically, recognition of the income tax consequence was
not recognized until the asset was sold to an outside party. This amendment should be applied on a
modified retrospective basis through a cumulative-effect adjustment directly to retained earnings as of
the beginning of the period of adoption. ASU 2016-16 is effective for annual periods beginning after

F-19

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 1. Organization and Summary of Significant Accounting Policies (Continued)

December 15, 2017, including interim reporting periods within those annual reporting periods. Early
adoption is permitted for all entities as of the beginning of an annual reporting period for which
financial statements (interim or annual) have not been issued or made available for issuance. The
Company is currently evaluating the impact ASU 2016-16 will have on its consolidated financial
statements.

In January 2017, the FASB issued ASU No. 2017-01, Business Combinations (Topic 805): Clarifying

the Definition of a Business, which reduces the population of transactions that will be identified as
businesses vs. assets for purposes of acquisition and disposal accounting. The standard provides an
initial screen which excludes from the business definition any transaction where substantially all of the
fair value is concentrated in a single (or group of similar) identifiable assets. Transactions which pass
the initial screen must still contain inputs and a substantive process to meet the new business
definition. ASU 2017-01 is effective for fiscal years beginning after December 15, 2017, and interim
periods within those years, with prospective application. Early adoption is permitted. The Company is
currently evaluating the impact ASU 2017-01 will have on its consolidated financial statements.

In January 2017, the FASB issued ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350):

Simplifying the Test for Goodwill Impairment, that eliminates the requirement to calculate the implied
fair value of goodwill (Step 2 of today’s goodwill impairment test) to measure a goodwill impairment
charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s
carrying amount over its fair value (measure the charge based on today’s Step 1). There is no change
to the optional Step 0 for qualitative assessment of impairment. ASU 2017-04 is effective for annual
and interim impairment tests performed in periods beginning after December 15, 2019. Early adoption
is permitted for annual and interim impairment dates after January 1, 2017. The Company is currently
evaluating the impact ASU 2017-04 will have on its consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-05, Other Income-Gains and Losses from the

Derecognition of Nonfinancial Assets (Subtopic 610-20): Clarifying the Scope of Asset Derecognition
Guidance and Accounting for Partial Sales of Nonfinancial Assets. This ASU clarifies the scope and
application of ASC 610-20 on the sale or transfer of nonfinancial assets and in substance nonfinancial
assets to noncustomers, including partial sales. The effective date of the ASU 2017-05 amendments to
the nonfinancial asset guidance must coincide with the adoption of the ASU 2014-09 revenue standard
(expected in the first quarter of fiscal year 2018), but the transition method does not have to be the
same. Transition can use either the full retrospective approach or the modified retrospective approach.
The Company is currently evaluating the impact ASU 2017-05 will have on its consolidated financial
statements.

There was no other recently issued and effective authoritative guidance that is expected to have a

material impact on the Company’s Consolidated Financial Statements through the reporting date.

Note 2. Business Combinations

2016 Acquisition Activity

On January 5, 2016, the Company completed the acquisition of all of the membership interests of

Aesynt pursuant to the Aesynt Securities Purchase Agreement. Aesynt is a provider of automated
medication management systems, including dispensing robots with storage solutions, medication storage
and dispensing carts and cabinets, I.V. sterile preparation robotics and software, including software

F-20

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 2. Business Combinations (Continued)

related to medication management. The total consideration was $271.5 million, net of cash acquired of
$8.2 million. The results of Aesynt’s operations have been included in our consolidated results of
operations as of the time of the acquisition, and presented as part of the Automation & Analytics
segment.

On December 8, 2016, the Company completed its acquisition of ateb, Inc., and Ateb Canada Ltd.

(together, ‘‘Ateb’’) pursuant to Ateb’s Securities Purchase Agreement for $40.7 million of cash
consideration, net of $0.9 million cash acquired. The cash consideration, included the repayment of
Ateb indebtedness and other adjustments provided for in the Ateb’s Securities Purchase Agreement.
Ateb is a provider of pharmacy-based patient care solutions and the medication synchronization
solutions leader to independent and chain pharmacies. The results of Ateb’s operations have been
included in our consolidated results of operations as of the time of the acquisition, and presented as
part of the Medication Adherence segment.

The Company accounted for the acquisitions of Aesynt and Ateb in accordance with the

authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired
and liabilities assumed were recorded at fair value on the acquisition dates, respectively. The following
table represents the allocation of the purchase price to the assets acquired and the liabilities assumed
by the Company during each acquisition, respectively, reconciled to the purchase price transferred
included in the Company’s Consolidated Balance Sheet:

Aesynt

Ateb
(preliminary)

(In thousands)

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other current assets . . . . . . . . . . . . . . . . . . . . .

8,164
43,312
19,021
3,787

Total current assets . . . . . . . . . . . . . . . . .
Property and equipment . . . . . . . . . . . . . . . . .
Intangible assets . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . .
Current liabilities . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue, net
. . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . .

74,284
10,389
123,700
163,599
968

372,940
26,753
25,512
38,622
2,431

Total liabilities . . . . . . . . . . . . . . . . . . . . .

93,318

Total purchase price . . . . . . . . . . . . . . . . . .

279,622

902
7,905
225
1,239

10,271
2,447
12,500
20,832
1,009

47,059
2,314
2,776
—
367

5,457

41,602

Total

9,066
51,217
19,246
5,026

84,555
12,836
136,200
184,431
1,977

419,999
29,067
28,288
38,622
2,798

98,775

321,224

Total purchase price, net of cash received . . . .

$271,458

$40,700

$312,158

The $163.6 million of goodwill arising from the Aesynt acquisition is primarily attributed to sales
of future products and services and Aesynt’s assembled workforce. The Aesynt acquisition created one
of the broadest product portfolio in the industry with significant offerings in automated dispensing

F-21

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 2. Business Combinations (Continued)

systems, central pharmacy robotics, I.V. robotics and enterprise analytics. The goodwill has been
assigned to the Automation & Analytics segment and is not deductible for tax purposes. Since the
acquisition, the Company adjusted the preliminary value assigned to goodwill by $1.2 million to reflect
measurement period adjustments related to account receivable, inventory, and other assets and
liabilities (inclusive of deferred taxes) of $1.6 million, $1.1 million and ($3.9) million respectively.

The $20.8 million of goodwill arising from the Ateb acquisition is primarily attributed to sales of
future products and services and Ateb’s assembled workforce. The Ateb acquisition positions further
the Company’s medication adherence portfolio, helping to expand the retail pharmacy footprint.

Intangibles eligible for recognition separate from goodwill were those that satisfied either the
contractual/legal criterion or the separability criterion in the accounting guidance. The identifiable
intangible assets acquired and their estimated useful lives for amortization are as follows:

Customer relationships . . . . . . . . .
Developed technology . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . .
In-process research and

development (‘‘IPR&D’’)(1) . . .
Non-compete . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . .

Aesynt

Ateb (preliminary)

Fair value

(In thousands)
$ 58,200
38,800
20,200

Weighted
average
useful life

(In years)
14 - 16
8
1 - 3

Fair value

(In thousands)
$ 8,900
3,400
—

Weighted
average
useful life

(In years)
12
5
—

3,900
1,800
800

—
3
1

—
100
100

—
1
1

Total purchased intangible assets

$123,700

$12,500

(1) The amortization of the in-process R&D assets begins when the in-process R&D projects

are complete.

Aesynt Acquisition

Customer relationships represent the fair value of the underlying relationships and agreements

with Aesynt’s customers, acquired developed technology represents the fair value of Aesynt products
that have reached technological feasibility and were part of Aesynt’s product offerings at the date of
acquisition, backlog represents the fair value of sales order backlog at the date of acquisition,
non-compete intangible asset represents the fair value of non-compete agreements with former key
members of Aesynt’s management, and trade name represents the fair value of brand and name
recognition associated with the marketing of Aesynt’s products and services. In-process research and
development (‘‘IPR&D’’) represents the fair value of incomplete Aesynt research and development
projects that had not reached technological feasibility as of the date of acquisition. Incremental costs
incurred for those projects are expensed as incurred in research and development.

The fair value of Aesynt trade names, acquired developed technology, and acquired IPR&D was
determined based on an income approach using the relief-from-royalty method at the royalty rates of
0.5%, 4% to 8% and 12.5%, respectively. The fair value of customer relationships, backlog, and

F-22

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 2. Business Combinations (Continued)

non-compete intangible assets were determined based on an income approach using the discounted
cash flow method, at the discounted rates of 13%, 10% and13%, respectively. The intangible assets,
except customer relationship and IPR&D, are being amortized over their estimated useful lives using
the straight line method of amortization. The customer relationship intangible asset is being amortized
using a double-declining method of amortization as such method better represents the economic
benefits to be obtained. In accordance with authoritative guidance, the IPR&D is accounted for as an
indefinite-lived intangible asset until completion or abandonment of the associated research and
development efforts. IPR&D is tested for impairment during the period it is considered an indefinite
lived asset. IPR&D related projects are expected to be completed in two to three years. As of
December 31, 2016, none of the IPR&D projects have been completed, and they have progressed as
previously estimated.

Ateb Acquisition

Customer relationships represent the fair value of the underlying relationships and agreements
with Ateb’s customers expected to result in future sales, acquired developed technology represents the
fair value of Ateb intellectual property incorporated in their products, non-compete intangible asset
represents the fair value of non-compete agreements with former key members of Ateb’s management,
and trade name represents the fair value of brand and name recognition associated with the marketing
of Ateb’s products and services.

The fair value of Ateb trade names and acquired developed technology was determined based on
an income approach using the relief-from-royalty method at the royalty rates of 0.5% and 5% to 6%,
respectively. The fair value of customer relationships, and non-compete intangible assets were
determined based on an income approach using the discounted cash flow method, both using a 15%
discount rate. The intangible assets for non-compete agreements and trade name are being amortized
over their estimated useful lives using the straight line method of amortization. The intangible assets
for customer relationship and developed technology are being amortized using a double-declining
method of amortization as such method better represents the economic benefits to be obtained.

The Company incurred approximately $9.3 million in acquisition-related costs related to the Aesynt

acquisition of which $6.4 million and $2.9 million were recognized in the years ended December 31,
2016 and 2015, respectively. These costs are included in selling, general and administrative expenses in
the Company’s Consolidated Statement of Operations. During the year ended December 31, 2016, the
Company incurred and expensed approximately $1.7 million of acquisition-related costs for Ateb.

Revenues and losses from the Aesynt operations since the acquisition date through December 31,

2016 were $155.8 million and $40.5 million, respectively. Losses from operations includes the
amortization of intangible assets of $27.3 million for the period presented. Revenues and losses from
the Ateb operations since the acquisition date through December 31, 2016 were $1.7 million and
$0.1 million, respectively, which included $0.3 million of amortization expense of intangible assets.

2015 Acquisition Activity

Mach4 Acquisition

On April 21, 2015, the Company completed its acquisition of Mach4, a privately held German
limited liability company with its registered office in Bochum, Germany pursuant to a share purchase

F-23

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 2. Business Combinations (Continued)

agreement (the ‘‘Mach4 Agreement’’), under which Omnicell International, Inc., a wholly-owned
subsidiary of Omnicell Inc., purchased the entire issued share capital of Mach4 (the ‘‘Mach4
Acquisition’’). Mach4 manufactures robotic dispensing systems used by retail and hospital pharmacies
and the Mach4 acquisition provides the Company with a more robust product offering that is intended
to be leveraged to create opportunities to sell additional Omnicell medication cabinets. The robotic
storage and dispensing product offering provides the Company with a solution to better compete for
international market share.

Pursuant to the terms of the Mach4 Agreement, the Company paid approximately $17.3 million in

cash after adjustments provided for in the Mach4 Agreement, of which $2.7 million was placed in an
escrow fund, which were distributed to Mach4’s former stockholders.

Avantec Acquisition

On April 30, 2015, the Company completed the acquisition of Avantec, the privately-held

distributor of the Company’s products in the United Kingdom, pursuant to a share purchase agreement
(the ‘‘Avantec Agreement’’). Pursuant to the Avantec Agreement, the Company acquired the remaining
85% of issued and outstanding ordinary shares of Avantec that was not previously owned by the
Company. Avantec develops medication and supply automation products that complement the
Company’s solutions for configurations suited to the United Kingdom marketplace, and had been the
exclusive distributor of the Company’s medication and supply automation solutions since 2005 in the
United Kingdom.

Pursuant to the terms of the Avantec Agreement, the Company agreed to pay $12.0 million in cash

(the ‘‘Purchase Consideration’’) and potential earn-out payments of up to $3.0 million payable after
December 31, 2015 and an additional $3.0 million payable after December 31, 2016, based on bookings
targets. The fair value of these potential earn-out payments as of the acquisition date was $5.6 million.
Pursuant to the terms of the Avantec Agreement, the Company retained $1.8 million of the Purchase
Consideration to be held to settle any future indemnification claims within 18 months period that the
Company may make following the closing. During the year 2016, the Company paid out $3.0 million in
earn-out payments, $1.8 million in held back payments for future indemnifications, and recognized
$0.6 million of contingent gain as certain booking targets were not met. The Company expects to pay
the remaining earn-out amount of $2.4 million in 2017.

The fair value of the contingent consideration liability related to Avantec is revalued at each
reporting date or more frequently if circumstances dictate. Changes in the fair value of this obligation
are recorded as income or expense within other expense in the Company’s Consolidated Statements of
Operations. The significant unobservable inputs used in the fair value measurement of the contingent
consideration are the achievement of booking targets and the discount rate. Significant increases or
decreases in any of those inputs in isolation would result in a significantly lower or higher fair value
measurement.

Prior to the Avantec Acquisition, the Company accounted for its 15% ownership interest in

Avantec as an equity-method investment. The Avantec acquisition date carrying book value of the
Company’s previous equity interest was $1.3 million. This transaction was accounted for as a step
acquisition, which required the Company to re-measure its previously held 15% ownership interest to
fair value and record the difference between the fair value and carrying value as a gain. The fair value
of the equity investment was determined to be $4.7 million which resulted in a gain of $3.4 million.

F-24

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 2. Business Combinations (Continued)

The Company accounted for the acquisitions of March4 and Avantec in accordance with the
authoritative guidance on business combinations; therefore, the tangible and intangible assets acquired
and liabilities assumed were recorded at fair value on the acquisition dates, respectively. The following
table represents the allocation of the purchase price to the assets acquired and the liabilities assumed
by the Company during each acquisition, respectively, reconciled to the purchase price transferred
included in the Company’s Consolidated Balance Sheet.

Mach4

Avantec

Total

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accounts receivable . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred tax assets and other current assets . . . . . . . .

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . .

Property and equipment . . . . . . . . . . . . . . . . . . . . . . .
Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Goodwill . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other non-current assets . . . . . . . . . . . . . . . . . . . . . .

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-current deferred tax liabilities . . . . . . . . . . . . . . .
Deferred service revenue and gross profit . . . . . . . . . .
Other non-current liabilities . . . . . . . . . . . . . . . . . . . .

Total liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . .

397
3,743
3,580
368

8,088

463
7,710
10,591
52

26,904

3,684
2,564
2,314
1,056

9,618

(In thousands)
$ 3,392
3,607
1,428
89

$ 3,789
7,350
5,008
457

8,516

—
6,341
15,606
—

30,463

4,125
1,269
928
—

6,322

16,604

463
14,051
26,197
52

57,367

7,809
3,833
3,242
1,056

15,940

41,427

Total purchase price . . . . . . . . . . . . . . . . . . . . . . . . . .

17,286

24,141

Total purchase price, net of cash received . . . . . . . . . .

$16,889

$20,749

$37,638

The goodwill arising from these acquisitions is primarily attributed to sales of future products and

services and the assembled workforce. Goodwill is not deductible for tax purposes. Goodwill is not
being amortized but is reviewed annually for impairment or more frequently if impairment indicators
arise, in accordance with authoritative guidance.

Intangible assets acquired and their respective estimated remaining useful lives over which each

asset will be amortized are as follows:

Mach4

Avantec

Developed technology . . . . . . . . .
Trade name . . . . . . . . . . . . . . . . .
Customer relationships . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . .

Fair value

(In thousands)
$3,290
850
3,570
—

Weighted
average
useful life

(In years)
8
6
10
—

Total purchased intangible assets

$7,710

Weighted
average
useful life

(In years)
—
2
12
2

Fair value

(In thousands)
$ —
92
5,834
415

$6,341

F-25

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 2. Business Combinations (Continued)

Pro forma financial information

The following table presents certain unaudited pro forma information for illustrative purposes only,

for the years ended December 31, 2016 and 2015 as if these acquisitions had been acquired on
January 1, 2015. The pro forma information is not indicative of what would have occurred had the
acquisitions taken place on January 1, 2015. The unaudited pro forma information combines the
historical results of the acquisitions with the Company’s consolidated historical results and includes
certain adjustments reflecting the estimated impact of fair value adjustments for the respective periods.
The pro forma adjustments include the impact of fair value adjustment related to deferred revenue,
inventory fair value adjustment, amortization of intangible assets, stock-based compensation expense,
interest expense and amortization of deferred issuance cost, and certain classification to conform to
Omnicell’s accounting policies.

Twelve months ended
December 31,

2016

2015

(In thousands, except
per share data)

Pro forma net revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma net income (loss) . . . . . . . . . . . . . . . . . . . . . . . . .
Pro forma net income (loss) per share . . . . . . . . . . . . . . . . . .

$718,439
$ (1,330) $
(0.04) $
$

$522,317
1,978
0.05

Weighted average number of shares . . . . . . . . . . . . . . . . . . . .

36,156

36,699

Note 3. Net Income Per Share

Basic net income per share is computed by dividing net income for the period by the weighted-
average number of shares outstanding during the period. Diluted net income per share is computed by
dividing net income for the period by the weighted-average number of shares, less shares repurchased,
plus, if dilutive, potential common stock outstanding during the period. Potential common stock
includes the effect of outstanding dilutive stock options, restricted stock awards and restricted stock
units computed using the treasury stock method. The anti-dilutive weighted-average dilutive shares
related to stock award plans are excluded from the computation of the diluted net income per share.

The calculation of basic and diluted net income per share is as follows:

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

Net income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(In thousands, except per share data)
$30,760

603

$30,518

Weighted-average shares outstanding—basic . . . . . . . . . . . . . .
Add: Dilutive effect of employee stock plans . . . . . . . . . . . .

Weighted-average shares outstanding—diluted . . . . . . . . . . .

Net income per share—basic . . . . . . . . . . . . . . . . . . . . . . . . .
Net income per share—diluted . . . . . . . . . . . . . . . . . . . . . . . .
Anti-dilutive weighted-average shares related to stock award

36,156
708

36,864

$
$

0.02
0.02

35,857
861

36,718

$
$

0.86
0.84

35,650
972

36,622

$
$

0.86
0.83

plans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,345

555

640

F-26

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 4. Cash and Cash Equivalents and Fair Value of Financial Instruments

Cash and cash equivalents include money market funds, which have original maturities of three

months or less. Due to the short duration to maturity, the carrying value of such financial instruments
approximates the estimated fair value.

Cash and cash equivalents at December 31, 2016 and December 31, 2015 were as follows:

Cash . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$54,488
—

Total cash and cash equivalents . . . . . . . . . . . . . . . . . .

$54,488

$72,103
10,114

$82,217

December 31,
2016

December 31,
2015

(In thousands)

Fair value hierarchy

The Company measures its financial instruments at fair value. The Company’s cash equivalents are

classified within Level 1 of the fair value hierarchy as they are valued primarily using quoted market
prices utilizing market observable inputs. The Company’s interest rate swap contracts and foreign
currency contracts are classified within Level 2 as the valuation inputs are based on quoted prices and
market observable data of similar instruments. The Company’s contingent consideration liability related
to the Avantec acquisition is classified as Level 3 as valuation inputs are unobservable in the market
and significant to the instrument’s valuation. During the year ended December 31, 2016, the Company
paid $3.0 million for contingent consideration and recorded $0.2 million for accrued interest.
Additionally, the Company determined the final payout amount for the remaining contingent
consideration and reduced the liability from $3.0 million to $2.4 million. The reduction of the
contingent liability resulted in a gain of $0.6 million which is disclosed within ‘‘Interest and other
income (expense), net’’ capture of the Statement of Operations for the year ended December 31, 2016.

The following table represents the fair value hierarchy of the Company’s financial assets measured

at fair value as of December 31, 2016:

Level 1

Level 2

Level 3

Total

(In thousands)

Interest rate swap contracts . . . . . . . . . . . . . . . .

$— $1,245

$ — $1,245

Total financial assets . . . . . . . . . . . . . . . . . . . .

$— $1,245

$ — $1,245

Contingent consideration liability . . . . . . . . . . . .

$— $ — $2,400

$2,400

Total financial liabilities . . . . . . . . . . . . . . . . . .

$— $ — $2,400

$2,400

The significant unobservable inputs used in the fair value measurement of the contingent

consideration classified as level 3 above are the achievement of booking targets and the discount rate.
There have been no transfers between fair value measurement levels during the year ended
December 31, 2016 and December 31, 2015.

F-27

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 4. Cash and Cash Equivalents and Fair Value of Financial Instruments (Continued)

The following table represents the fair value hierarchy of the Company’s financial assets measured

at fair value as of December 31, 2015:

Level 1

Level 2

Level 3

Total

Money market funds . . . . . . . . . . . . . . . . . . . .
Forward contracts . . . . . . . . . . . . . . . . . . . . . .

$10,114
—

(In thousands)
$— $ — $10,114
32
—

Total financial assets . . . . . . . . . . . . . . . . . .

$10,114

$32

$ — $10,146

Contingent consideration liability . . . . . . . . . . .

$ — $— $5,823

$ 5,823

Total financial Liabilities . . . . . . . . . . . . . . .

$ — $— $5,823

$ 5,823

Foreign Currency Risk Management

The Company operates in foreign countries, which expose it to market risk associated with foreign

currency exchange rate fluctuations between the U.S. dollar and various foreign currencies, the most
significant of which is the British Pound and Euro. In order to manage foreign currency risk, at times
the Company enters into foreign exchange forward contracts to mitigate risks associated with changes
in spot exchange rates of mainly non-functional currency denominated assets or liabilities of our foreign
subsidiaries. In general, the market risk related to these contracts is offset by corresponding gains and
losses on the hedged transactions. By working only with major banks and closely monitoring current
market conditions, the Company seeks to limit the risk that counterparties to these contracts may be
unable to perform. The foreign exchange forward contracts are measured at fair value and reported as
other current assets or accrued liabilities on the Consolidated Balance Sheets. The derivative
instruments the Company uses to hedge this exposure are not designated as hedges. Any gains or losses
on the foreign exchange forward contracts are recognized in earnings as Other Income/Expense in the
period incurred in the Consolidated Statements of Operations. The Company does not enter into
derivative contracts for trading purposes.

At December 31, 2016, the Company had no outstanding foreign exchange forward contracts. The
aggregate notional value of these outstanding foreign exchange contracts as of December 31, 2015 was
$0.4 million.

Interest Rate Swap Contracts

During 2016, the Company entered into an interest rate swap agreement with a combined notional

amount of $100.0 million with one counter-party that is effective beginning on June 30, 2016 and
maturing on April 30, 2019. The swap agreement requires the Company to pay a fixed rate of 0.8%
and provides that the Company will receive a variable rate based on the one month LIBOR rate

F-28

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 4. Cash and Cash Equivalents and Fair Value of Financial Instruments (Continued)

subject to LIBOR floor of 0.0%. Amounts payable by or due to the Company will be net settled with
the respective counter-party on the last business day of each month, commencing July 31, 2016.

The fair value of the interest rate swap agreements at December 31, 2016 was $1.2 million. There
were no amounts reclassified into current earnings due to ineffectiveness during the periods presented.

Note 5. Balance Sheet Components

Balance sheet details as of December 31, 2016 and December 31, 2015 are presented in the tables

below:

Inventories:

December 31,
2016

December 31,
2015

(In thousands)

Raw materials . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Work in process . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Finished goods . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 14,322
7,800
47,175

Total inventories . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 69,297

Prepaid expenses

Prepaid commissions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 13,176
15,470

Total prepaid expense . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 28,646

Property and equipment:

Equipment
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Software . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Construction in progress . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 64,384
6,517
9,778
35,607
7,211

$ 11,582
1,653
33,359

$ 46,594

$ 9,240
10,346

$ 19,586

$ 43,533
5,897
9,063
30,693
3,651

Property and equipment, gross . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accumulated depreciation and amortization . . . . . . . . . . . . . . . . . . . . . .

123,497
(81,486)

92,837
(60,528)

Total property and equipment, net

. . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 42,011

$ 32,309

Other long term assets:

Capitalized software, net
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 33,233
1,818

Total other long term assets, net . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 35,051

Accrued liabilities:

Advance payments from customers . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Rebates and lease buyouts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Group purchasing organization fees . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Taxes payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,030
4,025
3,737
4,003
12,400

Total accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 31,195

$ 26,011
1,883

$ 27,894

$ 8,327
4,702
2,983
2,768
11,353

$ 30,133

F-29

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 5. Balance Sheet Components (Continued)

The following table summarizes the changes in accumulated balances of other comprehensive

income (loss) for the years ended December 31, 2016 and 2015:

Foreign
currency
translation
adjustments

Unrealized
gain (loss) on
interest rate
swap hedges

(In thousands)

Total

$ (1,361)
(1,369)

$ —
—

$(1,361)
(1,369)

—

(1,369)

(2,730)

(8,034)

—

1,385

—

(1,369)

(2,730)

(6,649)

(140)

(6,789)

$(9,519)

Balance as of December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . .
Other comprehensive income (loss) before reclassifications . . . . .
Amounts reclassified from other comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net current-period other comprehensive income (loss), net of tax

Balance as of December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . .

Other comprehensive income (loss) before reclassifications . . . . .
Amounts reclassified from other comprehensive income (loss),

net of tax . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

(140)

Net current-period other comprehensive income (loss), net of tax

(8,034)

Balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . .

$(10,764)

1,245

$1,245

Note 6. Net Investment in Sales-Type Leases

On recurring basis, the Company enters into sales-type lease transactions which vary in length from

1.0 year to 5.0 years. The receivables as a result of these types of transactions are collateralized by the
underlying equipment leased and consist of the following components at December 31, 2016 and
December 31, 2015:

Net minimum lease payments to be received . . . . . . . . . .
Less: unearned interest income portion . . . . . . . . . . . . . .

Net investment in sales-type leases . . . . . . . . . . . . . . . .
Less: short-term portion(1) . . . . . . . . . . . . . . . . . . . . .

December 31,
2016

December 31,
2015

(In thousands)

$ 33,591
(2,763)

30,828
(10,243)

$22,255
(1,014)

21,241
(6,757)

Long-term net investment in sales-type leases . . . . . .

$ 20,585

$14,484

(1) The short-term portion of the net investments in sales-type leases is included in the other

current assets on the Consolidated Balance Sheets.

The Company evaluates its sales-type leases individually and collectively for impairment. The

allowance for credit losses were $0.3 million and $0.2 million as of December 31, 2016 and
December 31, 2015 respectively.

F-30

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 6. Net Investment in Sales-Type Leases (Continued)

At December 31, 2016, the future minimum lease payments to be received under sales-type leases

are as follows:

Year ended December 31,

(In thousands)

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$11,172
7,934
6,240
4,303
2,396
1,546

$33,591

Note 7. Goodwill and Intangible Assets

Goodwill

The changes in the carrying amount of goodwill are as follows:

Net balance as of December 31, 2014 . . . . . . . . . . . . . . . . . . . .
Additions(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Net balance as of December 31, 2015 . . . . . . . . . . . . . . . . . . . .
Additions(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Automation and Medication
Adherence

Analytics

Total

$ 28,543
26,197
(424)

54,316
163,599
(2,833)

(In thousands)
$ 94,177
—
(587)

93,590
20,832
(1,780)

$122,720
26,197
(1,011)

147,906
184,431
(4,613)

Net balance as of December 31, 2016 . . . . . . . . . . . . . . . . . . . .

$215,082

$112,642

$327,724

(1) Additions to goodwill as a result of the Mach4 and Avantec acquisitions in April 2015, including a

$0.1 million adjustment to the purchase price in the fourth quarter of 2015 for Mach4.

(2) Adjustments reflect foreign currency exchange rate fluctuations.

(3) Additions to goodwill as a result of the Aesynt acquisition in January 2016 and Ateb acquisition in

December 2016.

F-31

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 7. Goodwill and Intangible Assets (Continued)

Intangible assets, net

The carrying amounts of intangibles as of December 31, 2016 were as follows:

Customer relationships . . . . . . . . . . . . . . .
Acquired technology . . . . . . . . . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . .
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-compete agreements . . . . . . . . . . . . .
In process technology . . . . . . . . . . . . . . . .

Gross
carrying
amount

$133,358
73,599
20,550
8,667
3,154
1,900
3,900

December 31, 2016

Accumulated
amortization

Foreign
currency
exchange rate
fluctuations

Net
carrying
amount

Useful life
(years)

(In thousands, except for years)

$(20,930)
(13,287)
(14,083)
(3,887)
(1,264)
(608)
—

$(596)
(159)
—
(31)
—
—
—

$(786)

$111,832
60,153
6,467
4,749
1,890
1,292
3,900

$190,283

1 - 30
3 - 20
1 - 3
1 - 12
2 - 20
3
—

Total intangibles assets, net

. . . . . . . . . .

$245,128

$(54,059)

The carrying amounts of intangibles as of December 31, 2015 were as follows:

December 31, 2015

Gross
carrying
amount

Accumulated
amortization

Foreign
currency
exchange rate
fluctuations

Net
carrying
amount

Useful life
(years)

(In thousands, except for years)

Customer relationships . . . . . . . . . . . . . . . .
Acquired technology . . . . . . . . . . . . . . . . . .
Backlog . . . . . . . . . . . . . . . . . . . . . . . . . . .
Trade names . . . . . . . . . . . . . . . . . . . . . . .
Patents . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 69,554
30,870
415
8,052
1,960

$(11,315)
(6,088)
(163)
(2,551)
(384)

Total intangibles assets, net . . . . . . . . . . .

$110,851

$(20,501)

$(719)
59
(11)
(14)
—

$(685)

$57,520
24,841
241
5,487
1,576

$89,665

5 - 30
3 - 20
2
1 - 12
2 - 20

Amortization expense of intangible assets was $36.1 million, $6.9 million and $4.6 million for the

years ended December 31, 2016, December 31, 2015 and December 31, 2014, respectively.

The estimated future amortization expenses for intangible assets are as follows:

For the year ended December 31,

(In thousands)

2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2018 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2019 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2020 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2021 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Thereafter (including IPR&D) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 25,173
22,840
17,402
16,255
14,854
93,759

Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$190,283

F-32

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 8. Debt and Credit Agreement

2016 Senior Secured Credit Facility

On January 5, 2016, the Company entered into a $400 million senior secured credit facility

pursuant to a credit agreement, by and among the Company, the lenders from time to time party
thereto, Wells Fargo Securities, LLC, as Sole Lead Arranger and Wells Fargo Bank, National
Association, as administrative agent (the ‘‘Credit Agreement’’). The Credit Agreement provides for
(a) a five-year revolving credit facility of $200 million (the ‘‘Revolving Credit Facility’’) and (b) a
five-year $200 million term loan facility (the ‘‘Term Loan Facility’’ and together with the Revolving
Credit Facility, the ‘‘Facilities’’). In addition, the Credit Agreement includes a letter of credit sub-limit
of up to $10 million and a swing line loan sub-limit of up to $10 million. The Credit Agreement expires
on January 5, 2021, upon which date all remaining outstanding borrowings are due and payable.

Loans under the Facilities bear interest, at the Company’s option, at a rate equal to either (a) the

LIBOR Rate, plus an applicable margin ranging from 1.50% to 2.25% per annum based on the
Company’s Consolidated Total Net Leverage Ratio (as defined in the Credit Agreement), or (b) an
alternate base rate equal to the highest of (i) the prime rate, (ii) the federal funds rate plus 0.50%, and
(iii) LIBOR for an interest period of one month, plus an applicable margin ranging from 0.50% to
1.25% per annum based on the Company’s Consolidated Total Net Leverage Ratio (as defined in the
2016 Credit Agreement). Undrawn commitments under the Revolving Credit Facility will be subject to
a commitment fee ranging from 0.20% to 0.35% per annum based on the Company’s Consolidated
Total Net Leverage Ratio on the average daily unused portion of the Revolving Credit Facility. A letter
of credit participation fee ranging from 1.50% to 2.25% per annum based on the Company’s
Consolidated Total Net Leverage Ratio will accrue on the average daily amount of letter of credit
exposure.

The Company is permitted to make voluntary prepayments at any time without payment of a
premium or penalty, except for any amounts relating to the LIBOR breakage indemnity described in
the Credit Agreement. The Company is required to make mandatory prepayments under the Term
Loan Facility with (a) net cash proceeds from any issuances of debt (other than certain permitted debt)
and (b) net cash proceeds from certain asset dispositions (other than certain asset dispositions) and
insurance and condemnation events (subject to reinvestment rights and certain other exceptions). Loans
under the Term Loan Facility will amortize in quarterly installments, equal to 5% per annum of the
original principal amount thereof during the first two years, which shall increase to 10% per annum
during the third and fourth years, and 15% per annum during the fifth year, with the remaining
balance payable on January 5, 2021. The Company is required to make mandatory prepayments under
the Revolving Credit Facility if at any time the aggregate outstanding principal amount of loans
together with the total amount of outstanding letters of credit exceeds the aggregate commitments, with
such mandatory prepayment to be equal to the amount of such excess.

The Credit Agreement contains customary representations and warranties and customary
affirmative and negative covenants applicable to the Company and its subsidiaries, including, among
other things, restrictions on indebtedness, liens, investments, mergers, dispositions, dividends and other
distributions. The Credit Agreement contains financial covenants that require the Company and its
subsidiaries to not exceed a maximum consolidated total leverage ratio and maintain a minimum fixed
charge coverage ratio. The Company’s obligations under the Credit Agreement and any swap
obligations and banking services obligations owing to a lender (or an affiliate of a lender) are
guaranteed by certain of its domestic subsidiaries and secured by substantially all of its and the

F-33

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 8. Debt and Credit Agreement (Continued)

subsidiary guarantors’ assets. In connection with entering into the Credit Agreement, and as a condition
precedent to borrowing loans thereunder, the Company and certain of the Company’s other direct and
indirect subsidiaries have entered into certain ancillary agreements, including, but not limited to, a
collateral agreement and subsidiary guaranty agreement. The Company was in full compliance with all
covenants as of December 31, 2016.

On January 5, 2016, the Company borrowed the full $200 million under the Term Loan Facility
and $55 million under the Revolving Credit Facility to complete the Aesynt acquisition and pay related
fees and expenses. On December 2, 2016, the Company borrowed an additional $40 million under the
Revolver Credit Facility to complete the Ateb acquisition and pay related fees and expenses. In
connection with these Facilities, the Company incurred $7.9 million of debt issuance costs. The debt
issuance costs were capitalized and presented as a direct deduction from the carrying amount of that
debt liability in accordance with the accounting guidance. The debt issuance costs are being amortized
to interest expense using the straight line method from issuance date through 2021. Interest expense
was $5.3 million and $0 for the year ended December 31, 2016 and December 31, 2015, respectively.

The components of the Company’s debt obligations as of December 31, 2016 and December 31,

2015 are as follows:

Term loan facility . . . . . . . . . . . . . . . . . . . . . . . . .
Revolving credit facility . . . . . . . . . . . . . . . . . . . . .

Total debt under the facilities . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . .
Less: Deferred issuance cost

Total Debt, net of deferred issuance cost . . . . . . .
Long term debt, current portion, net of deferred

issuance cost . . . . . . . . . . . . . . . . . . . . . . . . .

Long term debt, net of deferred issuance cost . . .

December 31,
2015

Borrowings

Repayment /
Amortization

December 31,
2016

$—
—

—
—

$—

(In thousands)

$200,000
95,000

295,000
(7,949)

$ (7,500)
(27,000)

(34,500)
1,590

$192,500
68,000

260,500
(6,359)

$287,051

$(32,910)

$254,141

8,410

$245,731

As of December 31, 2016, the carrying amount, net of deferred issuance cost of $254.1 million
approximates the fair value of $256.5 million. The Company’s debt facilities are classified as a Level 3
in the fair value hierarchy. The calculation of the fair value is based on a discounted cash flow model
using observable market inputs and taking into consideration variables such as interest rate changes,
comparable instruments, and long-term credit ratings.

2013 Credit Agreement

In September 2013, the Company entered into a credit agreement (the ‘‘Credit Agreement’’) with

Wells Fargo Bank, National Association, as administrative agent, and the lenders from time to time
party thereto. The Credit Agreement provided for a $75.0 million revolving credit facility with a
$10.0 million letter of credit sub-limit. Loans under the Credit Agreement had maturity date of
September 25, 2018. The Credit Agreement permitted the Company to request one or more increases
in the aggregate commitments provided that such increases do not exceed $25.0 million in the
aggregate. The Company expected to use the proceeds from any revolving loans under the credit

F-34

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 8. Debt and Credit Agreement (Continued)

facility for general corporate purposes, including future acquisitions. The Company’s obligations under
the Credit Agreement were guaranteed by certain of its domestic subsidiaries and secured by
substantially all of the Company’s and the subsidiary guarantors’ assets. The Company had not drawn
any funds under the credit facility as of December 31, 2015. On January 5, 2016, this Credit Agreement
was replaced by the credit facilities discussed above.

Note 9. Deferred Revenue

Short-term deferred revenue includes deferred revenue from product sales and service contracts,

net of deferred cost of sales of $14.2 million and $15.7 million as of December 31, 2016 and
December 31, 2015, respectively. The short-term deferred revenues from product sales relate to the
delivered and invoiced products, pending installation and acceptance, expected to occur within the next
twelve months.

Long-term deferred revenue includes deferred revenue from the service contracts of $17.1 million

and $18.0 million, as of December 31, 2016 and December 31, 2015, respectively.

Note 10. Commitments and Contingencies

Lease commitments

The Company leases office space and office equipment under operating leases. Commitments
under operating leases primarily relate to leasehold property and office equipment. Rent expense was
$9.8 million, $7.0 million and $6.8 million for the years ended December 31, 2016, December 31, 2015
and December 31, 2014, respectively.

The minimum future payments on non-cancelable operating leases are as follows:

For the year ended December 31,

(In thousands)

Total minimum future lease payments . . . . . . . . . . . . . . . . . . . . . . .

$11,300
10,994
10,995
7,358
6,719
10,326

$57,692

Purchase obligations

During the course of the business, we issue purchase orders based on our current manufacturing

needs. As of December 31, 2016, the Company had non-cancelable purchase commitments of
$42.9 million, which are expected to be paid within the next twelve months.

Legal proceedings

The Company is currently involved in various legal proceedings. As required under ASC 450,
Contingencies, the Company accrues for contingencies when it believes that a loss is probable and that
it can reasonably estimate the amount of any such loss. The Company has not recorded any accrual for

F-35

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 10. Commitments and Contingencies (Continued)

contingent liabilities associated with the legal proceedings described below based on its belief that any
potential loss, while reasonably possible, is not probable. Further, any possible range of loss in these
matters cannot be reasonably estimated at this time. The Company believes that it has valid defenses
with respect to legal proceedings pending against it. However, litigation is inherently unpredictable, and
it is possible that cash flows or results of operations could be materially affected in any particular
period by the unfavorable resolution of this contingency or because of the diversion of management’s
attention and the creation of significant expenses.

The Company is not a party to any legal proceedings that management believes may have a

material impact on the Company’s financial position or results of operations.

Guarantees

As permitted under Delaware law and the Company’s certificate of incorporation and bylaws, the
Company has agreed to indemnify its directors and officers against certain losses that they may suffer
by reason of the fact that such persons are, were or become its directors or officers. The term of the
indemnification period is for the director’s or officer’s lifetime and there is no limit on the potential
amount of future payments that the Company could be required to make under these indemnification
agreements. The Company has purchased a directors’ and officers’ liability insurance policy that may
enable it to recover a portion of any future payments that it may be required to make under these
indemnification agreements. Assuming the applicability of coverage and the willingness of the insurer to
assume coverage and subject to certain retention, loss limits and other policy provisions, the Company
believes it is unlikely that the Company will be required to pay any material amounts pursuant to these
indemnification obligations. However, no assurances can be given that the insurers will not attempt to
dispute the validity, applicability or amount of coverage without expensive and time-consuming
litigation against the insurers.

Additionally, the Company undertakes indemnification obligations in its ordinary course of
business in connection with, among other things, the licensing of its products and the provision of its
support services. In the ordinary course of the Company’s business, the Company has in the past and
may in the future agree to indemnify another party, generally its business affiliates or customers,
against certain losses suffered or incurred by the indemnified party in connection with various types of
claims, which may include, without limitation, claims of intellectual property infringement, certain tax
liabilities, its gross negligence or intentional acts in the performance of support services and violations
of laws. The term of these indemnification obligations is generally perpetual. In general, the Company
attempts to limit the maximum potential amount of future payments that it may be required to make
under these indemnification obligations to the amounts paid to it by a customer, but in some cases the
obligation may not be so limited. In addition, the Company has in the past and may in the future
warrant to its customers that its products will conform to functional specifications for a limited period
of time following the date of installation (generally not exceeding 30 days) or that its software media is
free from material defects. Sales contracts for certain of the Company’s medication packaging systems
often include limited warranties for up to six months, but the periodic activity and ending warranty
balances the Company records have historically been immaterial.

From time to time, the Company may also warrant that its professional services will be performed
in a good and workmanlike manner or in a professional manner consistent with industry standards. The
Company generally seeks to disclaim most warranties, including any implied or statutory warranties

F-36

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 10. Commitments and Contingencies (Continued)

such as warranties of merchantability, fitness for a particular purpose, title, quality and
non-infringement, as well as any liability with respect to incidental, consequential, special, exemplary,
punitive or similar damages. In some states, such disclaimers may not be enforceable. If necessary, the
Company would provide for the estimated cost of product and service warranties based on specific
warranty claims and claim history. The Company has not been subject to any significant claims for such
losses and have not incurred any material costs in defending or settling claims related to these
indemnification obligations. Accordingly, the Company believes it is unlikely that the Company will be
required to pay any material amounts pursuant to these indemnification obligations or potential
warranty claims and, therefore, no material liabilities have been recorded for such indemnification
obligations as of December 31, 2016 and December 31, 2015.

Note 11. Employee Benefits and Share-Based Compensation

Stock purchase plan

1997 Employee Stock Purchase Plan

The Company has an Employee Stock Purchase Plan (‘‘ESPP’’), under which employees can

purchase shares of its common stock based on a percentage of their compensation, but not greater than
15% of their earnings; provided, however, an eligible employee’s right to purchase shares of the
Company’s common stock may not accrue at a rate which exceeds $25,000 of the fair market value of
such shares for each calendar year in which such rights are outstanding. The purchase price per share
must be equal to the lower of 85% of the fair value of the common stock at the beginning of a
24-month offering period or the end of each six-month purchasing period.

At the Company’s 2009 Annual Meeting of Stockholders (the ‘‘2009 Annual Meeting’’), its
stockholders approved an amendment to the ESPP, which added 2.6 million shares to the reserve for
future issuance. At the Company’s 2015 Annual Meeting of Stockholders (the ‘‘2015 Annual Meeting’’),
its stockholders approved an amendment to the ESPP, which added and additional 3.0 million shares to
the reserve for future issuance. There was a total of 2.8 million shares reserved for future issuance
under the ESPP as of December 31, 2016.

For the year ended December 31, 2016, employees purchased 0.4 million shares of common stock

under the ESPP and an aggregate of 5.5 million shares were issued under the ESPP as of
December 31, 2016.

Stock award plans

2009 Equity Incentive Plan

On May 19, 2009, at the Company’s 2009 Annual Meeting, the stockholders approved the

Omnicell, Inc. 2009 Equity Incentive Plan, and as subsequently amended, (the ‘‘2009 Plan’’). The 2009
Plan provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation
rights, restricted stock awards, restricted stock unit awards, performance stock awards, performance
cash awards and other stock awards to the Company’s employees, directors and consultants. The 2009
Plan succeeded the 1999 Equity Incentive Plan, the 2003 Equity Incentive Plan and the 2004 Equity
Incentive Plan (collectively, the ‘‘Prior Plans’’). No additional awards will be granted under any of the
Prior Plans; however, all outstanding stock awards granted under the Prior Plans continue to be subject
to the terms and conditions as set forth in the agreements evidencing such stock awards.

F-37

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 11. Employee Benefits and Share-Based Compensation (Continued)

On December 16, 2010, at a Special Meeting of Stockholders, the Company’s stockholders
approved an amendment to increase the number of shares of common stock authorized for issuance
under the 2009 Plan by 2.6 million shares and to provide that the number of common stock shares
available for issuance under the 2009 Plan be reduced by 1.8 shares for each share granted as a
full-value award granted on and after October 1, 2010. For each share granted as a full-value award
granted prior to October 1, 2010, future shares available for grants under the 2009 Plan were reduced
by 1.4 shares. Awards granted as stock options and stock appreciation rights continue to reduce the
number of shares available for issuance under the 2009 Plan on a one-for-one basis. At the Company’s
2013 Annual Meeting of Stockholders, the Company’s stockholders approved an amendment to the
2009 Plan to increase the number of shares of common stock authorized for issuance by 2.5 million
shares. At the 2015 Annual Meeting, the Company’s stockholders approved an amendment to the 2009
Plan to increase the number of shares of common stock authorized for issuance by 3.2 million shares
and to provide that number of common stock shares available for issuance under the 2009 Plan be
reduced by 2.15 shares for each share granted as a full value award on or after December 31, 2014. In
addition, at the 2015 Annual Meeting, the Company’s stockholders approved amendments to the 2009
Plan Stock providing that: (i) awards granted under the 2009 Plan will be subject to recoupment in
accordance with any clawback policy that the Company may be required to adopt pursuant to
applicable law and listing requirements and (ii) that the 2009 Plan will not expire by its terms but that
no incentive stock options may be granted after the ten year anniversary of the earlier of the date that
the 2009 Plan was adopted by the Company’s Board of Directors or the date that the 2009 Plan was
approved by its stockholders. There were 7.1 million shares of common stock reserved for future
issuance under the 2009 Plan as of December 31, 2016.

Options granted under the 2009 Plan become exercisable over periods of up to four years, with

one-fourth of the shares vesting one year from the vesting commencement date with respect to initial
grants, and the remaining shares vesting in 36 equal monthly installments thereafter. The Company also
grants both restricted stock and restricted stock units to participants under the 2009 Plan. Awards of
restricted stock to non-employee directors are granted on the date of the annual meeting of
stockholders and vest in full on the date of the next annual meeting of stockholders, provided such
non-employee director remains a director on such date. The fair value of the award on the date of
issuance is amortized to expense from the date of grant to the date of vesting. RSUs granted to
employees vest over a period of four years and are expensed ratably on a straight-line basis over the
vesting period.

Performance-based Restricted Stock Units

In 2011, the Company began incorporating performance-based restricted stock units (‘‘PSUs’’) as

an element of its executive compensation plans. In 2012, the Company granted 125,000 PSUs to its
executive officers, of which 62,500 PSUs became eligible for vesting upon the achievement of a certain
level of shareholder return. In 2013, the Company granted 137,500 PSUs to its executive officers all of
which became eligible for vesting upon the achievement of a certain level of shareholder return. In
2014, the Company granted 132,500 PSUs to its executive officers, a portion became eligible for vesting
upon the achievement of a certain level of shareholder return. In 2015, the Company granted 60,000
PSUs to its executive officers, all of which became eligible for vesting upon the achievement of a
certain level of shareholder return. In 2016, the Company granted 122,740 PSUs to its executive

F-38

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 11. Employee Benefits and Share-Based Compensation (Continued)

officers, all, none or a portion of which may become eligible for vesting depending on the level of
shareholder return for the period from March 1, 2016 through March 1, 2017.

The fair value of a PSU award is determined using a Monte Carlo simulation model. The number
of shares that vest at the end of the performance period depends on the percentile ranking of the total
shareholder return for Omnicell stock over the performance period relative to the total shareholder
return of each of the other companies in the NASDAQ Healthcare Index (the ‘‘Index’’).

Vesting for the PSUs is based both on the percentile placement of the Company’s total stockholder

return among the companies listed in the NASDAQ Health Care Index and time-based vesting. The
Company calculates total stockholder return based on the one year annualized rates of return reflecting
price appreciation plus reinvestment of dividends. For PSUs granted on February 4, 2016, stock price
appreciation is calculated based on the trailing 20-day average stock price just prior the first trading
day of March 2016, compared to the trailing 20-day average stock price just prior the first trading day
of March 2017. For PSUs granted on February 6, 2015, stock price appreciation is calculated based on
the trailing 20-day average stock price just prior the first trading day of March 2015, compared to the
trailing 20-day average stock price just prior the first trading day of March 2016.

On March 3, 2015, the Compensation Committee confirmed 74.4% as the percentile rank of the
Company’s 2014 total stockholder return. This resulted in 100% of the 2014 PSUs, or 132,500 shares,
as eligible for further time-based vesting. The eligible performance based restricted stock unit awards
will vest as follows: 25% of the eligible shares vested immediately on March 3, 2015 with the remaining
eligible awards vesting in equal increments, semi-annually, over the subsequent three-year period
beginning on June 15th and December 15th of the year after the date of grant and each subsequent
year. Vesting is contingent upon continued service. Of the 132,500 shares eligible for time-based vesting
under the 2014 PSUs 93,000 shares have vested as of December 31, 2016.

On March 7, 2016, the Compensation Committee confirmed 66.0% as the percentile rank of the

Company’s 2016 total stockholder return. This resulted in 100% of the 2015 PSUs, or 60,000 shares, as
eligible for further time-based vesting. The eligible performance based restricted stock unit awards will
vest as follows: 25% of the eligible shares vested immediately on March 7, 2016 with the remaining
eligible awards vesting in equal increments, semi-annually, over the subsequent three-year period
beginning on June 15th and December 15th of the year after the date of grant and each subsequent
year. Vesting is contingent upon continued service. Of the 60,000 shares eligible for time-based vesting
under the 2015 PSUs, 30,000 shares have vested as of December 31, 2016.

F-39

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 11. Employee Benefits and Share-Based Compensation (Continued)

Valuation of share-based awards

The following assumptions were used to value share options and ESPP shares granted pursuant to

our equity incentive plans:

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

Stock Option Plans
Risk-free interest rate . . . . . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . . . . . . . . . .
Expected life (in years) . . . . . . . . . . . . . . . .

1.5%
—%
30.6%
4.9 years

1.7%
—%
32.0%
5.0 years

1.6%
—%
34.9%
4.8 years

December 31,
2016

Year Ended

December 31,
2015

December 31,
2014

Employee Stock Purchase Plan
Risk-free interest rate . . . . . . . .
Dividend yield . . . . . . . . . . . . . .
Expected volatility . . . . . . . . . . .
Expected life (in years) . . . . . . .

Share-based compensation expense

—%

0.34% - 0.79% 0.03% - 0.79% 0.03% - 0.53%
—%
25.8% - 34.8% 25.7% - 37.5% 29.5% - 42.1%
0.5 - 2.0

0.5 - 2.0

—%

The Company accounts for share-based awards granted to employees and directors, including
employee stock option awards, restricted stock, PSUs and RSUs issued pursuant to the 2009 Plan and
employee stock purchases made under its ESPP using the estimate grant date fair value method of
accounting in accordance with ASC 718, Stock Compensation. The Company values options and ESPP
shares using the Black-Scholes-Merton option-pricing model. Restricted stock and time-based RSUs are
valued at the grant date fair value of the underlying common shares. The PSUs are valued using the
Monte Carlo simulation model.

The following table sets forth the total share-based compensation expense recognized in the

Company’s Consolidated Statements of Income:

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

Cost of product and service revenues . . . . . .
Research and development . . . . . . . . . . . . .
Selling, general and administrative . . . . . . . .

$ 2,596
3,128
13,776

(In thousands)
$ 2,111
2,060
10,750

Total share-based compensation expense . .

$19,500

$14,921

$ 1,456
1,655
9,674

$12,785

The Company did not capitalize any share-based compensation as inventory as such amounts were

not material for the years ended December 31, 2016, December 31, 2015 and December 31, 2014.

F-40

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 11. Employee Benefits and Share-Based Compensation (Continued)

Income tax benefits realized from share-based compensation were $5.4 million, $5.0 million and
$4.5 million, for the years ended December 31, 2016, December 31, 2015 and December 31, 2014,
respectively.

Stock options activity

A summary of the stock option activity under the 2009 Plan is presented below:

Number of
Shares

Weighted-
Average
Exercise Price

Weighted-
Average
Remaining
Years

Aggregate
Intrinsic Value

(In thousands, except per share data)

Outstanding at December 31, 2015 . . . . . . . . . . . . .
Granted (Awarded) . . . . . . . . . . . . . . . . . . . . . .
Exercised (Released) . . . . . . . . . . . . . . . . . . . . .
Expired . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2016 . . . . . . . . . . . . .

Exercisable at December 31, 2016 . . . . . . . . . . . . . .
Vested and expected to vest at December 31, 2016

2,688
1,055
(406)
(8)
(115)

3,214

1,487

$22.89
32.11
19.58
30.43
30.19

26.06

20.23

and thereafter . . . . . . . . . . . . . . . . . . . . . . . . . .

3,007

25.66

6.9

7.3

5.4

7.2

$26,331

20,459

$25,778

The weighted-average fair value per share of options granted during 2016, 2015 and 2014 was
$9.33, $9.67 and $9.12, respectively. The intrinsic value of options exercised during 2016, 2015 and 2014
was $5.6 million, $11.3 million and $14.1 million, respectively.

As of December 31, 2016, total unrecognized compensation cost related to unvested stock options

was $13.3 million, which is expected to be recognized over a weighted-average vesting period of
3.0 years. As of December 31, 2015, total unrecognized compensation cost related to unvested stock
options was $11.2 million, which is expected to be recognized over a weighted-average vesting period of
2.9 years.

Restricted stock activity

Summaries of the restricted stock activity under the 2009 Plan are presented below:

Weighted-
Average

Number of Grant Date
Fair Value

Weighted-
Average
Remaining
Years

Aggregate
Intrinsic Value

(In thousands, except per share data)

Restricted Stock Units
Non-vested at December 31, 2015 . . . . . . . . . . . . . . .
Granted (Awarded) . . . . . . . . . . . . . . . . . . . . . . . .
Vested (Released) . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-vested at December 31, 2016 . . . . . . . . . . . . . . .

417
289
(179)
(22)

505

$28.49
32.58
26.83
28.37

31.42

1.6

$17,135

F-41

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 11. Employee Benefits and Share-Based Compensation (Continued)

The weighted-average grant date fair value per share of Restricted Stock Units (‘‘RSUs’’) granted

during 2016, 2015 and 2014 was $32.58, $31.44 and $28.88, respectively. The total fair value of RSUs
that vested in 2016, 2015 and 2014 was $4.8 million, $4.7 million and $3.2 million, respectively.

As of December 31, 2016, total unrecognized compensation cost related to RSUs was

$12.8 million, which is expected to be recognized over the remaining weighted-average vesting period of
2.9 years. As of December 31, 2015, total unrecognized compensation cost related to RSUs was
$11.2 million, which is expected to be recognized over the remaining weighted-average vesting period of
2.9 years.

Number of
Shares

Weighted-Average
Grant Date
Fair Value

(In thousands, except
per share data)

Restricted Stock Awards
Non-vested at December 31, 2015 . . . . . . . . . . . . . . . . .
Granted (Awarded) . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested (Released) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Non-vested at December 31, 2016 . . . . . . . . . . . . . . . . .

31
34
(35)
—

$35.97
31.59
35.45
—

$31.57

The weighted-average grant date fair value per share of Restricted Stock Awards (‘‘RSAs’’)
granted during 2016, 2015 and 2014 was $31.59, $36.05 and $26.42, respectively. The total fair value of
RSAs that vested in 2016, 2015 and 2014 was $1.2 million, $1.1 million and $1.0 million, respectively.

As of December 31, 2016, total unrecognized compensation cost related to RSAs was $0.4 million,
which is expected to be recognized over the remaining weighted-average vesting period of 0.4 years. As
of December 31, 2015, total unrecognized compensation cost related to RSAs was $0.4 million, which
was expected to be recognized over the remaining weighted-average vesting period of 0.4 years.

Performance-based restricted stock unit activity

A summary of the performance-based restricted stock activity under the 2009 Plan is presented

below:

Number of
Shares

Weighted-Average
Grant Date
Fair Value
Per Unit

(In thousands, except
per share data)

Non-vested at December 31, 2015 . . . . . . . . . . . . . . . . .
Granted (Awarded) . . . . . . . . . . . . . . . . . . . . . . . . . .
Vested (Released) . . . . . . . . . . . . . . . . . . . . . . . . . . .
Forfeited . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Nov-vested at December 31, 2016 . . . . . . . . . . . . . . . . .

151
123
(90)
—

184

$23.33
24.66
21.95
—

$24.89

F-42

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 11. Employee Benefits and Share-Based Compensation (Continued)

The weighted-average grant date fair value per share of PSUs granted during 2016, 2015 and 2014
was $24.66, $29.56 and $20.94, respectively. The total fair value of PSUs that vested in 2016, 2015 and
2014 was $2.0 million, $1.9 million and $1.5 million, respectively.

As of December 31, 2016, total unrecognized compensation cost related to PSUs was

approximately $1.6 million, which is expected to be recognized over the remaining weighted-average
period of 1.2 years. As of December 31, 2015, total unrecognized compensation cost related to PSUs
was approximately $1.5 million, which was expected to be recognized over the remaining weighted-
average period of 1.2 years.

Employee Stock Purchase Plan

The unrecognized compensation cost related to the shares to be purchased under the ESPP was

approximately $3.5 million, and is expected to be recognized over a weighted-average period of
1.2 years as of December 31, 2016.

Summary of Shares Reserved for Future Issuance under Equity Incentive Plans

The Company had the following ordinary shares reserved for future issuance under its equity

incentive plans as of December 31, 2016:

Share options outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Non-vested restricted stock awards
. . . . . . . . . . . . . . . . . . . . . . . .
Shares authorized for future issuance . . . . . . . . . . . . . . . . . . . . . . .
ESPP shares available for future issuance . . . . . . . . . . . . . . . . . . . .

Number of Shares

(In thousands)
3,214
719
3,143
2,831

Total shares reserved for future issuance . . . . . . . . . . . . . . . . . . . .

9,907

401(k) Plan

The Company has established a pre-tax savings plan under Section 401(k) of the Internal Revenue

Code. The 401(k) Plan allows eligible employees in the United States to voluntarily contribute a
portion of their pre-tax salary, subject to a maximum limit specified in the Internal Revenue Code. The
Company matches 50% of employee contributions up to $2,000, annually. The Company’s contributions
under this plan were $1.9 million, $1.8 million and $1.3 million in 2016, 2015 and 2014, respectively.

Note 12. Stock Repurchases

On August 2, 2016, the Board of Directors (the ‘‘Board’’) of the Company authorized a stock
repurchase program providing for the repurchase of up to $50.0 million of the Company’s common
stock (the ‘‘2016 Repurchase Program’’). The 2016 Repurchase Program is in addition to the stock
repurchase program approved by the Board on November 4, 2014 (the ‘‘2014 Repurchase Program’’).
As of December 31, 2016, the maximum dollar value of shares that may yet be purchased under the
two repurchase programs was $54.9 million.

F-43

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 12. Stock Repurchases (Continued)

The timing, price and volume of repurchases are to be based on market conditions, relevant
securities laws and other factors. The stock repurchases may be made from time to time on the open
market, in privately negotiated transactions or pursuant to a Rule 10b-18 plan, subject to the terms and
conditions of that certain Credit Agreement, dated as of January 5, 2016, among the Company, the
Lenders party thereto, and Wells Fargo Bank, National Association, as administrative agent. The stock
repurchase program does not obligate the Company to repurchase any specific number of shares, and
the Company may terminate or suspend the repurchase program at any time. During the twelve months
ended December 31, 2016 the Company made no repurchases of its outstanding common stock.

The following table summarizes the Company’s stock repurchases during the twelve months ended

December 31, 2015 and December 31, 2014, respectively:

December 31,
2015

December 31,
2014

(In thousands, except per
share data)

Total number of shares repurchased . . . . . . . . . . . . . . . . .
Dollar amount of shares repurchased . . . . . . . . . . . . . . . .
Average price paid per share . . . . . . . . . . . . . . . . . . . . . .

1,424
$50,021
$ 35.13

884
$24,091
$ 27.24

Note 13. Segment and Geographical Information

Segment Information

The Company’s Chief Operating Decision Maker (‘‘CODM’’) is its Chief Executive Officer. The

CODM allocates resources and evaluates the performance of the Company’s segments using
information about its revenues, gross profit, and income from operations. Such evaluation excludes
general corporate-level costs that are not specific to either of the reportable segments and are managed
separately at the corporate level. Corporate-level costs include expenses related to executive
management, finance and accounting, human resources, legal, training and development, and certain
administrative expenses. The two operating segments, which are the same as the Company’s two
reportable segments, are as follows:

Automation and Analytics

The Automation and Analytics segment is organized around the design, manufacturing, selling and

servicing of medication and supply dispensing systems, pharmacy inventory management systems, and
related software. The Automation and Analytics products are designed to enable the Company’s
customers to enhance and improve the effectiveness of the medication-use process, the efficiency of the
medical-surgical supply chain, overall patient care and clinical and financial outcomes of medical
facilities. Through modular configuration and upgrades, the Company’s systems can be tailored to
specific customer needs. The financial results of Aesynt acquired in the first quarter of 2016 are
included in the Automation and Analytics segment.

Medication Adherence

The Medication Adherence segment includes primarily the manufacturing and selling of

consumable medication blister cards, packaging equipment and ancillary products and services. These

F-44

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 13. Segment and Geographical Information (Continued)

products are used to manage medication administration outside of the hospital setting and include
medication adherence products, which consist of proprietary medication packaging systems and related
products for use by institutional pharmacies servicing long-term care, and correctional facilities or retail
pharmacies serving patients in their local communities. The financial results of Ateb acquired in the
fourth quarter of 2016 are included in the Medication Adherence segment.

The historical information presented has been retrospectively adjusted to reflect the new segment

reporting.

The following table summarizes the financial performance of the Company’s reporting segments:

December 31, 2016

Automation
and

Medication
Analytics(2) Adherence(2)

. . . . . . . .
Revenues
Cost of revenues . . . .

$593,626
310,967

Gross profit

Operating expenses

. . . . .
. .

282,659
198,511

$98,997
67,856

31,141
24,843

Year Ended

December 31, 2015

December 31, 2014

Automation
and

Medication
Analytics(1) Adherence(2)

Total

Automation
and
Analytics

Medication
Adherence

Total

(In thousands)
$94,238
64,686

$390,321
171,943

$484,559
236,629

$354,095
151,327

218,378
114,084

29,552
24,258

247,930
138,342

202,768
105,929

$86,805
55,713

31,092
20,586

$440,900
207,040

233,860
126,515

Total

$692,623
378,823

313,800
223,354

Income from

operations . . . . .

$ 84,148

$ 6,298

90,446

$104,294

$ 5,294

109,588

$ 96,839

$10,506

107,345

Corporate costs . . .

Income from

operations . . . . .

83,965

6,481

60,956

$ 48,632

57,762

$ 49,583

(1)

(2)

Includes Avantec and Mach4 results as of April 2015, the acquisition date.

Includes Aesynt and Ateb results as of January and December 2016, respectively, the acquisition dates.

Significant customers

There were no customers that accounted for more than 10% of the Company’s total revenues in

2016, 2015 and 2014.

Geographical Information

Revenues

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

United States . . . . . . . . . . . . . . . . . . . . . . .
Rest of world(1) . . . . . . . . . . . . . . . . . . . . .

$591,566
101,057

(In thousands)
$403,375
81,184

$394,234
46,666

Total revenues . . . . . . . . . . . . . . . . . . . . .

$692,623

$484,559

$440,900

(1) No individual country represented more than 10% of the respective totals.

F-45

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 13. Segment and Geographical Information (Continued)

Property and equipment, net

December 31,
2016

December 31,
2015

December 31,
2014

United States . . . . . . . . . . . . . . . . . . . . . . .
Rest of world(1) . . . . . . . . . . . . . . . . . . . . .

$36,497
5,514

(In thousands)
$29,506
2,803

Total property and equipment, net . . . . . .

$42,011

$32,309

$35,335
843

$36,178

(1) No individual country represented more than 10% of the respective totals.

Property and equipment, net is attributed to the geographic location in which it is located.

Note 14. Income Taxes

The following is a geographical breakdown of income before the provision for (benefit from)

income taxes:

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

Domestic . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 1,471
(3,419)

(In thousands)
$51,089
(4,845)

$48,327
177

Income before provision for (benefit from)
income taxes . . . . . . . . . . . . . . . . . . . .

$(1,948)

$46,244

$48,504

The provision for (benefit from) income taxes consists of the following:

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

(In thousands)

Current:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 6,724
1,323
46

Total current income taxes . . . . . . . . . .

8,093

Deferred:

Federal . . . . . . . . . . . . . . . . . . . . . . . . . .
State . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Foreign . . . . . . . . . . . . . . . . . . . . . . . . . .

(3,378)
(1,802)
(5,464)

Total deferred income taxes . . . . . . . . .

(10,644)

Total provision for (benefit from)

$13,840
2,475
203

16,518

846
(379)
(1,501)

(1,034)

$14,063
2,274
192

16,529

1,603
84
(230)

1,457

income taxes . . . . . . . . . . . . . . . . .

$ (2,551)

$15,484

$17,986

F-46

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 14. Income Taxes (Continued)

The provision for (benefit from) income taxes differs from the amount computed by applying the

statutory federal tax rate as follows:

U.S. federal tax provision at statutory rate . .
State taxes . . . . . . . . . . . . . . . . . . . . . . . . .
Non-deductible expenses . . . . . . . . . . . . . . .
Acquisition costs . . . . . . . . . . . . . . . . . . . . .
Share-based compensation expense . . . . . . .
Research tax credits . . . . . . . . . . . . . . . . . .
Domestic production deduction . . . . . . . . . .
Gain on investment . . . . . . . . . . . . . . . . . . .
Tax audit settlement . . . . . . . . . . . . . . . . . .
Other . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Total provision for (benefit from) income

Year Ended

December 31,
2016

December 31,
2015

December 31,
2014

$ (682)
(311)
1,212
845
1,941
(2,075)
(890)
—
(2,499)
(92)

(In thousands)
$16,181
1,365
551
239
748
(1,324)
(1,133)
(1,205)
—
62

$16,998
1,533
809
229
461
(818)
(1,127)
—
—
(99)

taxes . . . . . . . . . . . . . . . . . . . . . . . . . .

$(2,551)

$15,484

$17,986

Significant components of the Company’s deferred tax assets (liabilities) are as follows:

December 31,
2016

December 31,
2015

(In thousands)

Deferred tax assets (liabilities):

Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock compensation . . . . . . . . . . . . . . . . . . . . . . . . . . .
Inventory related items . . . . . . . . . . . . . . . . . . . . . . . .
Tax credit carry forwards . . . . . . . . . . . . . . . . . . . . . . .
Reserves and accruals . . . . . . . . . . . . . . . . . . . . . . . . .
Loss carry forwards . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net

$ 5,857
6,451
2,915
4,871
929
8,077
847

Total net deferred tax assets . . . . . . . . . . . . . . . . . . .

29,947

Intangibles . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Depreciation and amortization . . . . . . . . . . . . . . . . . . .
Reserves and accruals . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other, net

Total deferred tax liabilities . . . . . . . . . . . . . . . . . . .

(57,427)
(20,071)
—
—

(77,498)

$ 14,020
6,034
2,541
2,579
—
667
697

26,538

(28,213)
(17,185)
(601)
—

(45,999)

Net deferred tax liabilities . . . . . . . . . . . . . . . . . . .

$(47,551)

$(19,461)

Deferred income tax assets (liabilities) are provided for temporary differences that will result in

future tax deductions or future taxable income, as well as the future benefit of tax credit carry
forwards. The Company recognizes deferred tax assets to the extent that it believes these assets are
more likely than not to be realized. In making such a determination, the Company considers all

F-47

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 14. Income Taxes (Continued)

available positive and negative evidence, including future reversals of existing temporary differences,
projected future taxable income, tax planning strategies, and results of recent operations. On the basis
of this evaluation, as of December 31, 2016, no valuation allowances have been recorded in any
jurisdiction.

As of December 31, 2016, the Company has an immaterial amount of state net operating loss

carryforwards available for income tax purposes. For income tax purposes, the Company has federal
and California research tax credits carryforwards of $1.7 million and $7.2 million, respectively. Federal
research tax credit carry forwards from prior years will begin to expire in 2035. California credits are
available indefinitely to reduce cash taxes otherwise payable. Pursuant to the requirements of ASC 718,
the Company does not include unrealized stock option attributes as components of our gross deferred
tax assets. The tax effected amount of gross unrealized net operating loss and business tax credit carry
forwards excluded under ASC 718 for the year ended December 31, 2016 is $3.0 million.

In general, it is the Company’s practice and intention to reinvest the earnings of its non-U.S.
subsidiaries in those operations. As of December 31, 2016, the Company has not made a provision for
U.S. federal income and state income taxes on accumulated and current earnings of $2.5 million related
to certain foreign subsidiaries because these earnings are intended to be indefinitely reinvested in
operations outside the U.S. If the Company expects to distribute those earnings in the form of
dividends or otherwise, the Company would be subject to U.S. and state income taxes reported as a
component of income tax expense, in the amount of $1.0 million. This amount may be reduced by any
foreign tax credits available at the time of repatriation.

The Company files income tax returns in the United States and various states and foreign

jurisdictions. In the normal course of business, the Company is subject to examination by taxing
authorities, including major jurisdictions as the United States, California, the United Kingdom and
Germany. In 2012, the Company concluded audits by the IRS and the California Franchise Tax Board
for years 2008 and 2009. However, all of the net operating loss and research credit carryforwards that
may be used in future years are subject to adjustment, if and when utilized. As such the Company’s
U.S. federal and California tax years remain open from 1996 and 1992, respectively. During fiscal 2016,
the IRS and the Company settled all outstanding items related to the audit of the Company’s federal
income tax returns for the fiscal years ended December 31, 2014.

F-48

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

OMNICELL, INC.

Note 14. Income Taxes (Continued)

The aggregate change in the balance of gross unrecognized tax benefits, which excludes interest

and penalties, for the three years ended December 31, 2016 is as follows:

Year Ended December 31, 2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases related to tax positions taken during a prior period . . . . . .
Decreases related to tax positions taken during the prior period . . . .
Increases related to tax positions taken during the current period . .
Decreases related to settlements
. . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases related to expiration of statute of limitations . . . . . . . . . .

Year Ended December 31, 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases related to tax positions taken during a prior period . . . . . .
Decreases related to tax positions taken during the prior period . . . .
Increases related to tax positions taken during the current period . .
Decreases related to settlements
. . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases related to expiration of statute of limitations . . . . . . . . . .

Year Ended December 31, 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Increases related to tax positions taken during a prior period . . . . . .
Decreases related to tax positions taken during the prior period . . . .
Increases related to tax positions taken during the current period . .
Decreases related to settlements
. . . . . . . . . . . . . . . . . . . . . . . . . .
Decreases related to expiration of statute of limitations . . . . . . . . . .

(In thousands)

7,974
63
(89)
801
—
(264)

8,485
37
(895)
1,807
—
(284)

9,150
244
(1,980)
6,724
(2,178)
(344)

Year Ended December 31, 2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$11,616

As of December 31, 2016 the total amount of gross unrecognized tax benefits, if realized, would
decrease the Company’s tax expense by approximately $7.6 million. The Company recognizes interest
and/or penalties related to uncertain tax positions in operating expenses, which for 2016 was
immaterial. The Company does not believe there will be any material changes in its unrecognized tax
positions over the next twelve months.

Note 15. 2016 Restructuring Expenses

In second quarter of 2016, the Company integrated its Sales and Field organizations in North
America to better serve its customers which resulted in a reduction in headcount of 36 employees.
Accordingly, the Company incurred approximately $1.7 million of restructuring expenses in the year
ended December 31, 2016, based on agreements with terminated employees covering salary and benefit
continuation. For the year ended December 31, 2016, the Company made payments of $1.7 million and
the restructuring program was concluded.

Note 16. Subsequent Events

On February 15, 2017, the Company announced its plan to reduce its workforce by approximately

100 full-time employees, expected to be substantially completed in the first quarter of 2017. In
connection with this plan, the Company will close of the Company’s Nashville, Tennessee and Slovenia
facilities. Accordingly, the Company will accrue approximately $8.0 million in 2017 for restructuring
related expenses.

F-49

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Additions

Debited

Balance at
Charged to
Beginning of Costs and

(credited) to Amount
Written
Expenses(2) Accounts(3) Off(4)

Period(1)

Other

Acquisition
and
translation

Balance at
End of

adjustments(5) Period(1)

Year ended December 31, 2014
Accounts receivable . . . . . . . . . . . . .
Investment in sales-type leases . . . . .

Total allowances deducted from

(In thousands)

$ 490
167

$941
—

$ (60)
(5)

$(165)
—

$ —
—

$1,206
162

assets . . . . . . . . . . . . . . . . . . . .

$ 657

$941

$ (65)

$(165)

$ —

$1,368

Year ended December 31, 2015
Accounts receivable . . . . . . . . . . . . .
Investment in sales-type leases . . . . .

Total allowances deducted from

$1,206
162

$453
(99)

$ 28
106

$(447)
—

$ —
—

$1,240
169

assets . . . . . . . . . . . . . . . . . . . .

$1,368

$354

$134

$(447)

$ —

$1,409

Year ended December 31, 2016
Accounts receivable . . . . . . . . . . . . .
Investment in sales-type leases . . . . .

Total allowances deducted from

$1,240
169

$727
85

$ 77
—

$(369)
—

$3,121
—

$4,796
254

assets . . . . . . . . . . . . . . . . . . . .

$1,409

$812

$ 77

$(369)

$3,121

$5,050

(1) Allowance for doubtful accounts.

(2) Represents amounts charged to bad debt expense, increasing the allowance.

(3) Represents amounts debited to trade accounts receivable as recoveries, increasing the allowance.

(4) Represents amounts written-off from the allowance and trade accounts receivable.

(5) Represents primarily purchase price adjustments and minor foreign currency translation

adjustments.

F-50

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the

registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized on the 28th day of February 2017.

SIGNATURES

OMNICELL, INC.

By:

/s/ PETER J. KUIPERS

Peter J. Kuipers,
Executive Vice President & Chief Financial
Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each of the persons whose signature appears

below hereby constitutes and appoints Randall A. Lipps and Peter J. Kuipers, each of them acting
individually, as his or her attorney-in-fact, each with the full power of substitution, for him or her in any
and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the
same, with all exhibits thereto and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorneys-in-fact, and each of them, full power and authority to
do and perform each and every act and thing requisite and necessary to be done in and about the premises
as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and
confirming our signatures as they may be signed by our said attorney-in-fact and any and all amendments
to this Annual Report on Form 10-K.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed

below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.

Signature

Title

Date

/s/ RANDALL A. LIPPS

Randall A. Lipps

Chief Executive Officer, President and
Chairman of the Board (Principal
Executive Officer)

February 28, 2017

/s/ PETER J. KUIPERS

Peter J. Kuipers

Executive Vice President & Chief
Financial Officer (Principal Accounting
and Financial Officer)

February 28, 2017

/s/ JOANNE B. BAUER

Joanne B. Bauer

/s/ JAMES T. JUDSON

James T. Judson

Director

February 28, 2017

Director

February 28, 2017

S-1

Signature

Title

Date

/s/ VANCE B. MOORE

Vance B. Moore

/s/ MARK W. PARRISH

Mark W. Parrish

/s/ GARY S. PETERSMEYER

Gary S. Petersmeyer

/s/ BRUCE D. SMITH

Bruce D. Smith

/s/ SARA J. WHITE

Sara J. White

Director

February 28, 2017

Director

February 28, 2017

Director

February 28, 2017

Director

February 28, 2017

Director

February 28, 2017

S-2

INDEX TO EXHIBITS

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit Filing Date

Incorporated By Reference

2.1

2.2

3.1

3.2

3.3

3.4

4.1

4.2

Securities Purchase Agreement, dated October 29,
2015, among Omnicell, Inc., Aesynt Holding, L.P.,
Aesynt, Ltd. and Aesynt Co¨operatief U.A.

Stock Purchase Agreement, dated November 28, 2016,
among Ateb, Inc, Ateb Canada, Ltd., the related
stockholders and option holders and Omnicell, Inc.

Amended and Restated Certificate of Incorporation of
Omnicell, Inc.

Certificate of Amendment to the Amended and
Restated Certificate of Incorporation of Omnicell, Inc.

Certificate of Designation of Series A Junior
Participating Preferred Stock

8-K 000-33043

2.1 10/29/2015

8-K 000-33043

2.1 11/29/2016

S-1 333-57024

3.1 3/14/2001

10-Q 000-33043

3.2

8/9/2010

10-K 000-33043

3.2 3/28/2003

Bylaws of Omnicell, Inc., as amended

10-Q 000-33043

3.3

8/9/2007

Reference is made to Exhibits 3.1, 3.2, 3.3 and 3.4

Form of Common Stock Certificate

S-1 333-57024

4.1 3/14/2001

10.1*

2015 Executive Officer Annual Base Salaries

8-K 000-33043

10.1 2/12/2015

10.2*

2016 Executive Officer Annual Base Salaries

8-K 000-33043

10.1 2/10/2016

10.3

10.4

10.5

10.6

Lease, effective July 1, 1999, between AMLI
Commercial Properties Limited Partnership and
Omnicell, Inc.

S-1 333-57024

10.2 3/14/2001

First Amendment to Lease, dated September 30, 1999, 10-K 000-33043
between AMLI Commercial Properties Limited
Partnership and Omnicell, Inc.

10.6

3/8/2012

Lease, dated April 14, 2010, between Point
Place II, LLC and Omnicell, Inc.

Lease Agreement, dated October 20, 2011, between
Middlefield Station Associates, LLC and
Omnicell, Inc.

10-K 000-33043 10.10 3/11/2011

10-K 000-33043

10.9

3/8/2012

10.7

Form of Director and Officer Indemnity Agreement

S-1 333-57024 10.12 3/14/2001

10.8*

1997 Employee Stock Purchase Plan, as amended

S-8 000-33043

99.2

7/2/2015

10.9*

2003 Equity Incentive Plan, as amended

10-K 000-33043 10.14 3/23/2007

10.10*

2009 Equity Incentive Plan, as amended

S-8 000-33043

99.1

7/2/2015

10.11* Form of Option Grant Notice and Form of Option

10-K 000-33043 10.16 3/11/2011

Agreement for 2009 Equity Incentive Plan, as
amended

10.12* Form of Restricted Stock Unit Grant Notice and Form 10-K 000-33043 10.17 3/11/2011

of Restricted Stock Unit Award Agreement for 2009
Equity Incentive Plan, as amended

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit Filing Date

Incorporated By Reference

10.13* Form of Restricted Stock Bonus Grant Notice and

10-K 000-33043 10.18 3/11/2011

Form of Restricted Stock Bonus Agreement for 2009
Equity Incentive Plan, as amended

10.14*

2010 Omnicell Quarterly Executive Bonus Plan

8-K 000-33043

10.1 3/17/2010

10.15* Employment Agreement, dated October 31, 2003,
between Omnicell and Dan S. Johnston

10-K 000-33043 10.26

3/8/2004

10.16* Addendum to Offer Letter, dated December 30, 2010, 10-K 000-33043 10.14 3/11/2011

between Omnicell and Dan S. Johnston

10.17* Employment Agreement, dated November 28, 2005,

8-K 000-33043

10.1 1/24/2006

between Omnicell and Robin G. Seim

10.18* Addendum to Offer Letter, dated December 30, 2010, 10-K 000-33043 10.21 3/11/2011

between Omnicell and Robin G. Seim

10.19* Employment Agreement, dated October 17, 2008,

10-K 000-33043 10.29 2/24/2009

between Omnicell and Nhat H. Ngo

10.20

Lease between Omnicell, Inc. and Sycamore Drive
Holdings, LLC, dated March 16, 2012

8-K 000-33043

10.1 3/20/2012

10.21* Omnicell, Inc. Amended and Restated Severance

10-K 000-33043 10.27 3/30/2015

Benefit Plan

10.22* Form of Restricted Stock Unit Award Agreement for
the 2009 Equity Incentive Plan, as amended

10-Q 000-33043

10.4

8/9/2012

10.23* Form of Performance Cash Award Grant Notice and
Form of Performance Cash Award Agreement for the
2009 Equity Incentive Plan, as amended

10-Q 000-33043

10.5

8/9/2012

10.24

10.25

10.26

10.27

10.28

10.29

Lease, between Medical Technologies Systems, Inc.
and Gateway Business Centre, Ltd., dated March 31,
2004

First Lease Amendment, between Medical
Technologies Systems, Inc. and Gateway Business
Centre, Ltd., dated July 26, 2004

Lease, between MTS Medication Technologies, Ltd.
and SAL Pension Fund, Ltd., dated June 9, 2011

Third Amendment to Lease, between PR Amhurst
Lake LLC and Omnicell, Inc., dated July 1, 2013

Second Amendment to Office Lease, dated
December 17, 2014, by and between Omnicell, Inc.
and Point Place, LLC

Agreement for Lease relating to Two Omega Drive,
River Bend Technology Centre, Iram, dated
January 14, 2015, between Omega Technologies
Limited and MTS Medication Technologies Limited
and Omnicell, Inc.

10-Q 000-33043

10.6

8/9/2012

10-Q 000-33043

10.7

8/9/2012

10-Q 000-33043

10.8

8/9/2012

10-Q 000-33043

10.1

8/9/2013

10-K 000-33043 10.36 3/30/2015

10-K 000-33043 10.37 3/30/2015

10.30* Offer letter between Omnicell and Peter J. Kuipers

10-Q 000-33043

10.3 11/6/2015

dated August 11, 2015

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit Filing Date

Incorporated By Reference

10.31* Amended and Restated Executive Officer Change of

10-Q 000-33043

10.4 11/6/2015

Control Letter Agreement

10.32

10.33

10.34

10.35

Credit Agreement, dated as of January 5, 2016, among 8-K 000-33043
Omnicell, Inc., the Lenders party thereto, and Wells
Fargo Bank, National Association, as administrative
agent

10.1

1/6/2016

Lease Agreement dated November 30, 1998, by and
between Aesynt Incorporated (formerly McKesson
Automated Healthcare, Inc). and The Northwestern
Mutual Life Insurance Company, as amended

Lease Agreement dated November 21, 2001, by and
between TC Northeast Metro, Inc. and Aesynt
Incorporated (formerly McKesson Automated
Healthcare, Inc.), as amended

Second Amendment to Industrial Lease, dated
February 25, 2016, by and between Evergreen Propco
IV, LLC and Omnicell, Inc.

10-Q 000-33043

10.2

5/6/2016

10-Q 000-33043

10.3

5/6/2016

10-Q 000-33043

10.4

5/6/2016

10.36+ Lease, between Ateb Properties LLC and Ateb, Inc.

dated November 28, 2016

21.1+ Subsidiaries of the Registrant

23.1+ Consent of Independent Registered Public Accounting

Firm

24.1+ Power of Attorney (included on the signature pages

hereto)

31.1+ Certification of Chief Executive Officer, as required by

Rule 13a-14(a) or Rule 15d-14(a)

31.2+ Certification of Chief Financial Officer, as required by

Rule 13a-14(a) or Rule 15d-14(a)

32.1+ Certification of Chief Executive Officer and Chief
Financial Officer, as required by Rule 13a-14(b) or
Rule 15d-14(b) and Section 1350 of Chapter 63 of
Title 18 of the United States Code (18 U.S.C.
§1350)(1)

101.INS+ XBRL Instance Document(2)

101.SCH+ XBRL Taxonomy Extension Schema Document(2)

101.CAL+ XBRL Taxonomy Extension Calculation Linkbase

Document(2)

101.DEF+ XBRL Taxonomy Extension Definition Linkbase

Document(2)

101.LAB+ XBRL Taxonomy Extension Labels Linkbase

Document(2)

Exhibit
Number

Exhibit Description

Form

File No.

Exhibit Filing Date

Incorporated By Reference

101.PRE+ XBRL Taxonomy Extension Presentation Linkbase

Document(2)

Indicates a management contract, compensation plan or arrangement.

+ Filed herewith.

(1) This certification accompanies the Form 10-K to which it relates, is not deemed filed with the

Securities and Exchange Commission and is not to be incorporated by reference into any filing of
the Registrant under the Securities Act of 1933, as amended, or the Securities Exchange Act of
1934, as amended (whether made before or after the date of the Form 10-K), irrespective of any
general incorporation language contained in such filing.

(2) Pursuant to applicable securities laws and regulations, the Registrant is deemed to have complied

with the reporting obligation relating to the submission of interactive data files in such exhibits and
is not subject to liability under any anti-fraud provisions of the federal securities laws as long as
the Registrant has made a good faith attempt to comply with the submission requirements and
promptly amends the interactive data files after becoming aware that the interactive data files fail
to comply with the submission requirements. These interactive data files are deemed not filed or
part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities
Act of 1933, as amended, are deemed not filed for purposes of section 18 of the Securities
Exchange Act of 1934, as amended, and otherwise are not subject to liability under these sections.

List of Subsidiaries

Exhibit 21.1

Entity’s name for conducting business

Jurisdiction of incorporation

Aesynt Holding Cooperatief U.A.

. . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands

Aesynt Holding B.V.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands

Aesynt B.V.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Netherlands

Aesynt, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States

Ateb, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States

Ateb Canada Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Canada

Avantec Healthcare Ltd.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom

Health Robotics S.r.l.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Italy

Mach 4 Automatisierungs technik, GmbH . . . . . . . . . . . . . . . . . . . . . . Federal Republic of Germany

MedPak Holdings, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States

MTS Medication Technologies, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . United States

MTS Packing Systems, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States

Omnicell GmbH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Federal Republic of Germany

Omnicell Ltd. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United Kingdom

Omnicell International, Inc.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . United States

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

EXHIBIT 23.1

To the Board of Directors and Stockholders of
Omnicell, Inc.
Mountain View, California

We consent to the incorporation by reference in the Registration Statements (Form S-3

No. 333-117592, Form S-8 Nos. 333-67828, 333-82818, 333-104427, 333-107356, 333-116103, 333-125080,
333-132556, 333-142857, 333-149758, 333-159562, 333-176146, 333-190930, and 333-205465) of our
reports dated February 28, 2017, relating to the consolidated financial statements and financial
statement schedule of Omnicell, Inc. and subsidiaries (the ‘‘Company’’) and the effectiveness of the
Company’s internal control over financial reporting appearing in this Annual Report on Form 10-K of
the Company for the year ended December 31, 2016.

/s/ Deloitte & Touche LLP

San Jose, California

February 28, 2017

Exhibit 31.1

I, Randall A. Lipps, certify that:

I have reviewed this annual report on Form 10-K of Omnicell, Inc.;

CERTIFICATION

2. Based on my knowledge, this report does not contain any untrue statement of a material fact

or omit to state a material fact necessary to make the statements made, in light of the circumstances
under which such statements were made, not misleading with respect to the period covered by this
report;

3. Based on my knowledge, the financial statements, and other financial information included in
this report, fairly present in all material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and
maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and
15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f)
and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control

over financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and
presented in this report our conclusions about the effectiveness of the disclosure controls and
procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial
reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth
fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent

evaluation of internal control over financial reporting, to the registrant’s auditors and the audit
committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal

control over financial reporting which are reasonably likely to adversely affect the registrant’s
ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who

have a significant role in the registrant’s internal control over financial reporting.

February 28, 2017

/s/ RANDALL A. LIPPS

Randall A. Lipps
President and Chief Executive Officer

Exhibit 31.2

I, Peter J. Kuipers, certify that: