---

---

---

•	our expectations regarding our future pipeline and product bookings;

•	the extent and timing of future revenues, including the amounts of our current backlog;

•	the size or growth of our market or market share;

•	our ability to acquire companies, businesses, products or technologies on commercially reasonable terms and integrate such acquisitions effectively;

•	our continued investment in, and ability to deliver on, our key business strategies of developing differentiated solutions, increasing penetration of new markets, and expanding our solutions through acquisitions and partnerships, as well as our goal of advancing our platform with new product introductions annually;

•	our ability to deliver on our vision of the Autonomous Pharmacy and lead a transformation of medication management through this vision, as well as our plans to integrate our current offerings and technologies on cloud infrastructure and invest in certain key areas as we execute on this vision;

•	continued investment in our vision of the Autonomous Pharmacy, our beliefs about the anticipated benefits of such investments, and our expectations regarding continued growth in subscription and cloud-based offerings as we execute on this vision;

•	our belief that continued investment in our key business strategies will continue to generate our revenue and earnings growth;

•	our belief that our solutions and our vision for the future of medication management automation are strongly aligned with long-term trends in the healthcare market and well-positioned to address the evolving needs of the healthcare institutions;

•	the bookings, revenue, and margin opportunity presented by new products, emerging markets and international markets;

•	our ability to align our cost structure and headcount with our current business expectations;

•	the operating margins or earnings per share goals we may set;

•	our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

•	our expected future uses of cash and the sufficiency of our sources of funding;

•	the expected impacts of new accounting standards or changes to existing accounting standards; and

•	our ability to generate cash from operations and our estimates regarding the sufficiency of our cash resources.

---

---

ITEM 1.	BUSINESS

•

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 and services. Our Automation and Analytics products are designed to enable our customers to improve the effectiveness of the medication-use process and the efficiency of the medical-surgical supply chain, and contribute to better patient care and financial outcomes of medical facilities. The products in this segment are sold primarily to acute care (hospital) facilities. Over 5,000 healthcare facilities worldwide use our automation and analytics solutions.

•

Medication Adherence. The Medication Adherence segment primarily includes the development, manufacturing and selling of solutions to assist patients in becoming and remaining adherent to their medication regimens. These solutions comprise a variety of tools and aids that may be directly used by a pharmacist or a healthcare provider in their direct care for a patient, or used by patients themselves. Products include software-based systems, medication adherence packaging, equipment for fulfilling the packaging and ancillary products and services. These products, which are sold under the brand names SureMed® and Omnicell, are used to manage medication administration outside of the hospital setting. Our innovative medication adherence solutions are used by over 40,000 institutional and retail pharmacies worldwide.

•

Development of a differentiated platform. We intend to continue our focus on further penetrating existing markets through technological leadership and our differentiated platform by consistently innovating our product and service offerings and maintaining our customer-oriented product installation process. We have developed numerous technologies that solve significant challenges for our customers. For example, our XR2 Automated Central Pharmacy System is designed to allow pharmacies to more fully automate medication dispensing, and help to reduce labor cost, decrease medication waste, and improve patient safety; our IVX Workflow solution is

---

•

Delivery of our solutions to new markets. We seek to increase penetration of new markets, such as non-acute care and international markets by: launching new products and technologies that are specific to the needs of those markets; building and establishing direct sales, distribution or other capabilities when and where it is appropriate; partnering with companies that have sales, distribution, or other capabilities that we do not possess; and increasing customer awareness of safety issues in the administration of medications. Consistent with this strategy, we have made investments in expanding our sales team and marketing to new customers. Our international efforts have focused primarily on two markets: Western Europe and the Middle East. We have also expanded our sales efforts to medication adherence customers in the United States.

•

Expansion of our solutions through acquisitions and partnerships. We believe that expansion of our product lines through acquisitions and partnerships to meet our customers’ changing and evolving expectations is a key component to our historical and future success. Building on the successful acquisitions of the past few years, we intend to continue to explore acquisition and partnership opportunities that are a strategic fit for our business, including in support of our Autonomous Pharmacy vision described above. 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.

---

•	Automation - We provide a range of advanced automation, including robotics, designed to digitize and streamline workflows and reduce human error in central pharmacy and clinical areas, and to support medication adherence initiatives in retail pharmacies.

•	Intelligence - Through data analytics and predictive intelligence, we provide actionable insights to help customers better understand their medication usage and improve pharmacy supply chain management.

•	Work - We provide expert services that serve as an extension of pharmacy operations to support improved efficiency, regulatory compliance and patient outcomes.

---

---

---

---

---

---

---

ITEM 1A.	RISK FACTORS

---

•	certain competitors may offer or have the ability to offer a broader range of solutions in the marketplace that we are unable to match;

•	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;

•	certain competitors may develop new features or capabilities for their products not previously offered that could compete directly with our products;

•	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;

•

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, Dickinson and Company and the acquisition of Talyst Systems, LLC. by Swisslog Healthcare, thereby increasing their ability to develop and offer a broader suite of products and services to address the needs of our prospective customers;

•	our competitive environment has recently experienced 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;

•	other established or emerging companies may enter the medication management and supply chain solutions market, or the medication adherence market, with products and services that are preferred by our current and potential customers based on factors such as features, capabilities, or cost;

•	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;

•	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;

•	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

•	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.

---

•	difficulties in combining previously separate businesses into a single unit and the complexity of managing a more dispersed organization as sites are acquired;

•	complying with international labor laws that may restrict our ability to right-size organizations and gain synergies across acquired operations;

•	complying with regulatory requirements, such as those of the Food and Drug Administration, that we were not previously subject to;

•	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;

•	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;

•	failure to achieve anticipated benefits such as cost savings and revenue enhancements;

•	difficulties related to assimilating the products or key personnel of an acquired business;

•	failure to understand and compete effectively in markets in which we have limited previous experience; and

•	difficulties in integrating newly acquired products and solutions into a logical offering that our customers understand and embrace.

---

•	inability or failure to expand product bookings and sales;

•	inability to maintain business relationships with customers and suppliers of newly acquired companies, such as Ateb and InPharmics, due to post-acquisition disruption;

•	inability or failure to effectively coordinate sales and marketing efforts to communicate the capabilities of the combined company;

•	inability or failure to successfully integrate and harmonize financial reporting and information technology systems;

•	inability or failure to achieve the expected operational and cost efficiencies; and

•	loss of key employees.

•	limit our ability to borrow additional funds for working capital, capital expenditures, acquisitions, or other general business purposes;

•	limit our ability to use our cash flow or obtain additional financing for future working capital, capital expenditures, acquisitions, or other general business purposes;

•	require us to use a substantial portion of our cash flow from operations to make debt service payments;

•	limit our flexibility to plan for, or react to, changes in our business and industry;

•	place us at a competitive disadvantage compared to our less leveraged competitors; and

---

•	increase our vulnerability to the impact of adverse economic and industry conditions.

---

---

---

---

•	our reliance on distributors for the sale and post-sale support of our automated dispensing systems outside the United States and Canada;

•	the difficulty of managing an organization operating in various countries;

•	political sentiment against international outsourcing of production;

•	reduced protection for intellectual property rights, particularly in jurisdictions that have less developed intellectual property regimes;

•	changes in foreign regulatory requirements;

•	the requirement to comply with a variety of international laws and regulations, including privacy and security, labor, import, export, trade, environmental standards, product compliance, tax, anti-bribery, and employment laws;

•	changes in export or import regulations, tariff rates, economic sanctions, or trade treaties, as well as possible trade wars and other trade barriers and uncertainties;

•	fluctuations in currency exchange rates and difficulties in repatriating funds from certain countries;

•	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

•	political unrest, terrorism, and the potential for other hostilities in areas in which we have facilities or operations.

---

•	incur or assume liens or additional debt or provide guarantees in respect of obligations or other persons;

•	issue redeemable preferred stock;

•	pay dividends or distributions or redeem or repurchase capital stock;

•	prepay, redeem, or repurchase certain debt;

•	make loans, investments, acquisitions (including acquisitions of exclusive licenses), and capital expenditures;

•	enter into agreements that restrict distributions from our subsidiaries;

•	sell assets and capital stock of our subsidiaries;

•	enter into certain transactions with affiliates; and

•	consolidate or merge with or into, or sell substantially all of our assets to, another person.

---

•	our ability to successfully install our products on a timely basis and meet other contractual obligations necessary to recognize revenue;

•	our ability to continue cost reduction efforts;

•	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;

•	the overall demand for healthcare medication management and supply chain solutions;

•	our ability to implement development, engineering, and manufacturing Centers of Excellence;

•	changes in pricing policies by us or our competitors;

•	the number, timing, and significance of product enhancements and new product announcements by us or our competitors;

•	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;

•	the relative proportions of revenues we derive from products and services;

•	fluctuations in the percentage of sales attributable to our international business;

•	our customers’ budget cycles;

•	changes in our operating expenses and our ability to stabilize expenses;

•	expenses incurred to remediate product quality, security or safety issues;

•	our ability to generate cash from our accounts receivable on a timely basis;

---

•	the performance of our products;

•	changes in our business strategy;

•	macroeconomic and political conditions, including fluctuations in interest rates, tax increases, and availability of credit markets; and

•	volatility in our stock price and its effect on equity-based compensation expense.

---

•	actual or anticipated changes in our operating results;

•	whether our operating results or forecasts meet the expectations of securities analysts or investors;

•	developments in our relationships with corporate customers;

•	developments with respect to recently acquired businesses;

•	changes in the ratings of our common stock by securities analysts or changes in their earnings estimates;

•	announcements by us or our competitors of technological innovations or new products;

•	announcements by us or our competitors of acquisitions of businesses, products or technologies; or other significant transactions by us or our competitors such as strategic partnerships or divestitures; or

•	general economic and market conditions.

---

---

---

---

ITEM 1B.	UNRESOLVED STAFF COMMENTS

ITEM 2.	PROPERTIES

---

ITEM 3.	LEGAL PROCEEDINGS

ITEM 4.	MINE SAFETY DISCLOSURES

---

ITEM 5.	MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

---

(1)	$100 invested on December 31, 2013 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.

---

ITEM 6.	SELECTED FINANCIAL DATA

(1)	Includes InPharmics financial results as of April 2017, the acquisition date.

(2)	Includes Aesynt and Ateb financial results as of the acquisition dates of January 2016 and December 2016, respectively.

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

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

(5)	As adjusted for full retrospective adoption of Accounting Standards Codification ("ASC") 606, Revenue from Contracts with Customers.

(6)	Refer to Note 1, Organization and Summary of Significant Accounting Policies, for the out-of-period adjustments included in the year ended December 31, 2018.

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

---

•

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 and services. Our Automation and Analytics products are designed to enable our customers to improve the effectiveness of the medication-use process and the efficiency of the medical-surgical supply chain, and contribute to better patient care and financial outcomes of medical facilities. The products in this segment are primarily sold to acute care (hospital) facilities.

•

Medication Adherence. The Medication Adherence segment primarily includes the development, manufacturing and selling of solutions to assist patients in becoming and remaining adherent to their medication regimens. These solutions comprise a variety of tools and aids that may be directly used by a pharmacist or a healthcare provider in their direct care for a patient, or used by patients themselves. Products include software-based systems, medication adherence packaging, equipment for fulfilling the packaging and ancillary products and services. These products, which are sold under the brand names SureMed® and Omnicell, are used to manage medication administration outside of the hospital setting.

•

Development of a differentiated platform. We intend to continue our focus on further penetrating existing markets through technological leadership and our differentiated platform by consistently innovating our product and service offerings and maintaining our customer-oriented product installation process. We have developed numerous technologies that solve significant challenges for our customers. For example, our XR2 Automated Central Pharmacy System is designed to allow pharmacies to more fully automate medication dispensing, and help to reduce labor cost, decrease medication waste, and improve patient safety; our IVX Workflow solution is designed to reduce medication compounding errors compared to manual compounding methods; and our Performance Center offering leverages predictive analytics to help pharmacies be more proactive in addressing drug shortages.

---

•

Deliver our solutions to new markets. We seek to increase penetration of new markets, such as non-acute care and international markets by: launching new products and technologies that are specific to the needs of those markets; building and establishing direct sales, distribution or other capabilities when and where it is appropriate; partnering with companies that have sales, distribution, or other capabilities that we do not possess; and increasing customer awareness of safety issues in the administration of medications. Consistent with this strategy, we have made investments in expanding our sales team and marketing to new customers. Our international efforts have focused primarily on two markets: Western Europe and the Middle East. We have also expanded our sales efforts to medication adherence customers in the United States.

•

Expansion of our solutions through acquisitions and partnerships. We believe that expansion of our product lines through acquisitions and partnerships to meet our customers’ changing and evolving expectations is a key component to our historical and future success. Building on the successful acquisitions of the past few years, we intend to continue to explore acquisition and partnership opportunities that are a strategic fit for our business, including in support of our Autonomous Pharmacy vision described above. 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.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

(1)	Commitments under operating leases relate primarily to leased property and office equipment. Rent expense was $12.7 million, $11.5 million and $9.8 million for the years ended December 31, 2018, December 31, 2017, and December 31, 2016, 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)	Amounts shown for term loan facility are principal repayments only. Due to use of interest rate swaps, the cash interest expense is partly variable and partly fixed, and is not reflected in the above table. Refer to Note 8, Debt and Credit Agreements, of the Notes to the Consolidated Financial Statements included in this annual report.

(4)

We have recorded $5.8 million for uncertain tax positions under long-term liabilities as of December 31, 2018 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, $5.8 million in uncertain tax position liabilities have not been included in the table above. See Note 15, Income Taxes, of the Notes to Consolidated Financial Statements included in this annual report.

(5)	See Note 10, Commitments and Contingencies, of the Notes to Consolidated Financial Statements included in this annual report.

ITEM 7A.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

---

ITEM 8.	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

(1)

In the fourth quarter of 2018, we recorded out-of-period adjustments to correct errors originating in previous periods. For the three months ended December 31, 2018, the adjustments increased income before provision for income taxes by $3.7 million and net income by $2.9 million. Included in the out-of-period adjustments is a $2.6 million decrease in selling, general, and administrative expenses to correct purchase price accounting and integration activity for businesses acquired prior to 2018, and a $1.1 million increase in revenues and decrease in deferred revenues to correct misstatements originating in the first nine months of 2018. Management concluded the out-of-period adjustments are not material, individually or in the aggregate, to the three months ended December 31, 2018, or to any previously issued interim consolidated financial statements.

ITEM 9.	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

---

ITEM 9A.	CONTROLS AND PROCEDURES

ITEM 9B.	OTHER INFORMATION

---

ITEM 10.	DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

ITEM 11.	EXECUTIVE COMPENSATION

ITEM 12.	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS

ITEM 13.	CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

---

ITEM 14.	PRINCIPAL ACCOUNTANT FEES AND SERVICES

---

ITEM 15.	EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(1)	Consolidated Financial Statements:

(2)	Exhibits: The information required by this item is set forth on the exhibit index which precedes the signature page of this report.

---

---

---

---

---

---

---

---

Note 1.	Organization and Summary of Significant Accounting Policies

---

---

---

---

---

---

---

---

---

---

Note 2.	Business Combinations

(1)	As adjusted for full retrospective adoption of ASC 606.

---

Note 3.	Net Income Per Share

Note 4.	Cash and Cash Equivalents and Fair Value of Financial Instruments

---

---

Note 5.	Balance Sheet Components

---

Note 6.	Net Investment in Sales-Type Leases

(1)	The short-term portion of the net investment in sales-type leases is included in other current assets in the Consolidated Balance Sheets.

---

Note 7.	Goodwill and Intangible Assets

(1)

Additions to goodwill in the Automation and Analytics segment was a result of the InPharmics acquisition in April 2017. Additions to goodwill in the Medication Adherence segment represent adjustments to the preliminary value assigned to goodwill in connection with the Ateb acquisition to reflect measurement period adjustments related to accounts receivable, other non-current assets, and other liabilities of $0.1 million, $0.7 million and $2.6 million, respectively.

(2)	Adjustments reflect foreign currency exchange rate fluctuations.

---

Note 8.	Debt and Credit Agreements

---

Note 9.	Deferred Revenues

---

Note 10.	Commitments and Contingencies

---

Note 11.	Employee Benefits and Share-Based Compensation

---

---

---

---

Note 12.	Stock Repurchase Program

---

Note 13.	Equity Offerings

Note 14.	Segment and Geographical Information

•

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 and services. The Company’s Automation and Analytics products are designed to enable its customers to improve the effectiveness of the medication-use process and the efficiency of the medical-surgical supply chain, and contribute to better patient care and financial outcomes of medical facilities. The products in this segment are sold primarily to acute care (hospital) facilities. The financial results of InPharmics, acquired in the second quarter of 2017, and Aesynt, acquired in the first quarter of 2016, are included in the Automation and Analytics segment.

•

Medication Adherence. The Medication Adherence segment primarily includes the development, manufacturing and selling of solutions to assist patients in becoming and remaining adherent to their medication regimens. These solutions comprise a variety of tools and aids that may be directly used by a pharmacist or a healthcare provider in their direct care for a patient, or used by patients themselves. Products include software-based systems, medication adherence packaging, equipment for fulfilling the packaging and ancillary products and services. These products, which are sold under the brand names SureMed and Omnicell, are used to manage medication administration

---

(1)	As adjusted for full retrospective adoption of ASC 606.

(1)	No individual country represented more than 10% of the respective totals.

---

(1)	No individual country represented more than 10% of the respective totals.

Note 15.	Income Taxes

(1)	As adjusted for full retrospective adoption of ASC 606.

(1)	As adjusted for full retrospective adoption of ASC 606.

---

(1)	As adjusted for full retrospective adoption of ASC 606.

(1)	As adjusted for full retrospective adoption of ASC 606.

---

---

Note 16.	Restructuring Expenses

---

Note 17.	Subsequent Events

---

(1)	Allowance for doubtful accounts.

(2)	Represents amounts charged and credited to bad debt expense.

(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.

---

---

---

*	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.

---