ROPER TECHNOLOGIES
2016 ANNUAL REPORT
Simple Ideas.
Powerful Results.
Celebrating Our
25
ANNIVERSARY
On February 12, 2017 we marked our 25th anniversary as a public
company. This past November, we were honored to ring the closing bell to
mark 20 years on the New York Stock Exchange. We are proud of our history
of compounding cash flow to generate superior returns for our shareholders.
We look forward to continuing to build on our history of success.
TOTAL SHAREHOLDER RETURN
($1($1($($100 00 00 000 IIINVI
ESTEDDDD AT AT ATATA IPOIPOIPOIPOOP ))))
$1$1$ 2,2,2,2,2,00000000 00000
$1$1$1$1$10,0,0,0 000
$8$8$88 00,000
$6$6$6$6$6 0,0000000000
$4$4$4$4,0,0,00000000
$2$22,000
0
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Roper Technologies, Inc.
S&PSS
500
ROP R TECHNOLOGIE S • 22016 ANNUAL REPORRRT
ROPE
1
Dear Shareholders,
This past year, 2016, was Roper’s 25th year as a pub
oper’s 25th year as a public
and loss statement
company. We are proud of the company and the businesses
and balance sheet,
we have built, the value creation formula we have designed
which fosters a high
and the results we have delivered over a sustained period
level of accountability.
of time. Over our first 25 years as a public company,
We emphasize finan-
disciplined deployment of cash flow, both internally and
cial ratio discipline to
through acquisitions, has resulted in significant returns
facilitate understand-
for our shareholders.
Simply put, we believe cash is the best measure of perfor-
mance. We preserve what works in our businesses, while
continuing to stimulate progress to capture new opportu-
nities. We are creating and growing sustainable platforms,
focusing on cash returns and continuing to build on our
performance-driven culture.
At Roper, our proven strategy is to buy great businesses
and give them a permanent home with opportunities and
tools to accelerate growth under our governance system.
ing and focus our
businesses on contin-
uous improvement.
Our model encourages
an entrepreneurial
environment where
business decisions are
made by those closest to our customers.
HOW WE’VE EVOLVED
Our businesses at the time of our IPO, focused on pumps
We offer a compelling opportunity for management teams
and valves for energy and water markets, remain part of
that are committed to growing their business over the
Roper today. During our first decade as a public company,
long term. Each business has a separately managed profit
we were known as a diversified industrial company with a
REVENUE
(DOLLARS IN MILLIONS)
$3,805
$2,797
$1,701
$563
$70
1992
2001
2006
2011
2016
2
CHNOHNOLOGI
CHNO
CHNO
ROPER TEEEEEEEECHNO
CHNO
CHNO
LLLL
E SE SE SE SE SE S E S •••••••• 2016
202222
ANNUAL REPORT
EBITDA
(DOLLARS IN MILLIONS)
$1,315
$802
$420
$134
$14
1992
2001
2006
2011
2016
primary focus on industrial and oil & gas markets. The
In recognition of this dramatic evolution, we renamed our
ability of our businesses to yield excess cash flow allowed
company Roper Technologies in early 2015.
the company to deploy capital for acquisitions that gener-
ated cash flow at an even more attractive level.
Roper’s second decade marked a shift toward larger busi-
nesses with new technologies. The acquisition of Neptune
Technology Group (using radio frequency for remote meter
reading) and TransCore (using radio frequency for tolling)
began our transformation. In fact, the TransCore acquisi-
tion included the acquisition of our freight matching
businesses, which were our first entry into software
as-a-service (SaaS).
These high cash flow, high technology businesses began
Roper’s journey to an asset light company, which has been
further accelerated by the acquisitions that followed. Over
the last five years, our capital deployment has focused
even more on high value software and network businesses.
As our transformation has continued, our cash returns
have accelerated.
A MILESTONE YEAR ON MANY LEVELS
In our 25th year, we continued our long history of com-
pounding cash flow to drive shareholder value. Strong
organic growth from our software, medical and water
technology businesses helped us overcome a second year
of cyclical declines in energy markets. We benefited
greatly from the nimble execution of our field leadership in
response to these challenges. Our businesses have been
able to focus on internal reinvestment and product vitality
to capture opportunities as the economy improves.
In 2016, we deployed $3.7 billion in great businesses with
exciting futures, adding to the $1.8 billion deployed the
previous year. These acquisitions once again provide neww
technologies in new markets. In 2017, we expecectt tthat at
least 50% of our EBITDA will come fromm hhigigh-value software
and network businesses forrr ttthehehe ffirirst time in our histotoryry..
R
ROPE
R TECHNOLOGIGIGIGIOGGO E SE SE SE SE S • 2016 ANNUAL REPORTRTRTRT
3
FREE CASH FLOW*
(DOLLARS IN MILLIONS)
$961
$557
$227
$95
$8
1992
2001
2006
2011
2016**
* Free Cash Flow defined as Operating Cash Flow – Capital Expenditures –
Capitalized Software
** 2016 Adjusted for Abel Divestiture
While we continue to allocate the majority of our capital to
Our business culture is based on the principle that Simple
new acquisitions, we were pleased to raise our dividend in
Ideas and Nimble Execution produce Powerful Results.
2016 for the 24th consecutive year. In 2017, we expect to
This proven and scalable culture will continue to drive
achieve our 25th consecutive year of increasing dividends
our success as we execute our disciplined Cash Return on
to shareholders, which will qualify us to join the small group
Investment principles.
of “Dividend Aristocrats” in the S&P 500.
LOOKING AHEAD TO OUR SECOND
QUARTER CENTURY
Roper has evolved from its entry in the Small Cap 600 to
become a member of the Mid Cap 400, eventually reach-
iningg its status today as a growing component of the S&P
500. WWee enenter our 26th year better positioned than any
time in our historry.y. Market conditions for our businesses
arare favorable and improvining.g. Our recent software acquisi-
Thank you for being a valued Roper shareholder. We are
very enthusiastic for Roper’s future and are working hard
on your behalf to ensure our continued success.
Sincerely,
tit ons furtrtheherr acaccelerate our aabbility ttttooo o cococc mpound cash in
Brian Jellison
thee fufuture. Ovvere tthehe nexxttt fefefew w years,, Roper willl ll cocococontntntntntinue
too exex cutete oourur pproven acququisisition ststststrarararateteteetegygygg wwhihille also
rereinvevee tstiningg ininternally to drive sustaiineneneddd grgg owth.
4
ROPEPEPEPER TER TR TR TECHNOLOGIE S • 2016 ANNUALUALUALUAL REPO
RRR
RT
ROPER TECHNOLOGIES
2016 FORM 10-K
5
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6
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(cid:2) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2016
□ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from
to
Commission File Number 1-12273
ROPER TECHNOLOGIES, INC.
(Exact name of Registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
51-0263969
(I.R.S. Employer
Identification No.)
6901 Professional Parkway East, Suite 200
Sarasota, Florida 34240
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code: (941) 556-2601
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Each Class
Common Stock, $0.01 Par Value
Name of Each Exchange On Which Registered
New York Stock Exchange
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.
(cid:2) Yes □ No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934. □ Yes (cid:2) No
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. (cid:2) Yes □ No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) is not contained
herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorpo-
rated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. □
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every
Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§223.405) during the preced-
ing 12 months (or for such shorter period that the registrant was required to submit and post such files). (cid:2) Yes □ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a
smaller reporting company (as defined in Rule 12b-2 of the Exchange Act). (cid:2) Large accelerated filer □ Accelerated filer
□ Non-accelerated filer □ Smaller reporting company
Indicate by check mark if the registrant is a shell company (as defined in Rule 12-b2 of the Act). □ Yes (cid:2) No
Based on the closing sale price on the New York Stock Exchange on June 30, 2016, the aggregate market value of the voting
and non-voting common stock held by non-affiliates of the registrant was: $16,984,404,742.
Number of shares of registrant’s Common Stock outstanding as of February 16, 2017: 101,874,232.
Portions of the registrant’s Proxy Statement to be furnished to Stockholders in connection with its Annual Meeting of
Stockholders to be held on June 8, 2017, are incorporated by reference into Part III of this Annual Report on Form 10-K.
DOCUMENTS INCORPORATED BY REFERENCE
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
7
TABLE OF CONTENTS
ROPER TECHNOLOGIES, INC.
FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2016
PART I
Page
Item 1.
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Item 1A.
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Item 1B.
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 2.
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Item 3.
Legal Proceedings. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 4.
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Item 6.
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations . . . . . . . . . . . . . . . . . . . . 20
Item 7A.
Quantitative and Qualitative Disclosures about Market Risk . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Item 8.
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure . . . . . . . . . . . . . . . . . . . 53
Item 9A.
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Item 9B.
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
PART III
Item 10.
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Item 11.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. . . . . . . . . . 54
Item 13.
Certain Relationships and Related Transactions and Director Independence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Item 14.
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
PART IV
Item 15.
Exhibits and Financial Statement Schedules. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Item 16
Form 10-K Summary . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 57
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
8
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
INFORMATION ABOUT FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K (“Annual Report”) includes and incorporates by reference “forward-looking statements”
within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time
make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission
(“SEC”) or in connection with oral statements made to the press, potential investors or others. All statements that are not
historical facts are “forward-looking statements.” Forward-looking statements may be indicated by words or phrases such as
“anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” and similar words and phrases.
These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks
and uncertainties that could cause actual results to differ materially from those expressed or implied in any forward-looking
statement.
Examples of forward-looking statements in this report include but are not limited to statements regarding operating results,
the success of our operating plans, our expectations regarding our ability to generate cash and reduce debt and associated
interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute
to future growth and our expectations regarding growth through acquisitions. Important assumptions relating to the forward-
looking statements include, among others, demand for our products, the cost, timing and success of product upgrades and
new product introductions, raw material costs, expected pricing levels, expected outcomes of pending litigation, competitive
conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates
and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.
Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-
looking statements include, but are not limited to:
• general economic conditions;
• difficulty making acquisitions and successfully integrating acquired businesses;
• any unforeseen liabilities associated with future acquisitions;
• limitations on our business imposed by our indebtedness;
• unfavorable changes in foreign exchange rates;
• difficulties associated with exports;
• risks and costs associated with our international sales and operations;
• rising interest rates;
• product liability and insurance risks;
• increased warranty exposure;
• future competition;
• the cyclical nature of some of our markets;
• reduction of business with large customers;
• risks associated with government contracts;
• changes in the supply of, or price for, raw materials, parts and components;
• environmental compliance costs and liabilities;
• risks and costs associated with asbestos-related litigation;
• potential write-offs of our substantial goodwill and other intangible assets;
• our ability to successfully develop new products;
• failure to protect our intellectual property;
• the effect of, or change in, government regulations (including tax);
• economic disruption caused by terrorist attacks, including cybersecurity threats, health crises or other unforeseen
events; and
• the factors discussed in Item 1A to this Annual Report under the heading “Risk Factors.”
We believe these forward-looking statements are reasonable. However, you should not place undue reliance on any forward-
looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date
they are made, and we undertake no obligation to publicly update any of them in light of new information or future events.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
9
PART I
ITEM 1 | BUSINESS
OUR BUSINESS
Roper Technologies, Inc. (“Roper,” the “Company,” “we,” “our” or “us”) is a diversified technology company. We operate busi-
nesses that design and develop software (both license and software-as-a-service) and engineered products and solutions for
a variety of niche end markets; including healthcare, transportation, commercial construction, food, energy, water, education
and academic research.
We pursue consistent and sustainable growth in earnings by emphasizing continuous improvement in the operating performance
of our existing businesses and by acquiring other businesses that offer high value-added software, services, engineered products
and solutions that we believe are capable of achieving growth and maintaining high margins. We compete in many niche markets
and believe we are the market leader or a competitive alternative to the market leader in most of these markets.
We were incorporated on December 17, 1981 under the laws of the State of Delaware.
MARKET SHARE, MARKET EXPANSION, AND PRODUCT DEVELOPMENT
Leadership with Engineered Content for Niche Markets—We maintain a leading position in many of our markets. We believe our
market positions are attributable to the technical sophistication of our products and software, the applications expertise used
to create our advanced products and systems, and our distribution and service capabilities. Our operating units grow their
businesses through new product development and development of new applications and services to satisfy customer needs.
In addition, our operating units grow our customer base by expanding our access to customers and entering adjacent markets.
Diversified End Markets and Geographic Reach—We have a global presence, with sales to customers outside the U.S. totaling
$1.2 billion in 2016. Information regarding our international operations is set forth in Note 13 of the Notes to Consolidated
Financial Statements included in this Annual Report.
Research and Development—We conduct applied research and development to improve the quality and performance of our
products and to develop new technologies and products. Our research and development spending was $195 million in 2016 as
compared to $164 million and $148 million in 2015 and 2014, respectively.
t
OUR BUSINESS SEGMENTS
Our operations are reported in four segments based upon common customers, markets, sales channels, technologies and
common cost opportunities. The segments are: Medical & Scientific Imaging, RF Technology, Industrial Technology and Energy
Systems & Controls. Financial information about our business segments is presented in Note 13 of the Notes to Consolidated
Financial Statements included in this Annual Report.
Medical and Scientific Imaging
Our Medical & Scientific Imaging segment offers products and software in medical applications, and high performance digital
imaging products. These products and solutions are provided through eleven reporting units. For 2016, this segment had net
sales of $1.36 billion, representing 36.0% of our total net sales.
Medical Products and Software—We provide diagnostic and laboratory software solutions to healthcare providers and
services and technologies to support the diverse and complex needs of alternate site health care providers who deliver
services outside of an acute care hospital setting. We also manufacture and sell patient positioning devices and related
software for use in radiation oncology, 3-D measurement technology in computer-assisted surgery and supply diagnostic
and therapeutic disposable products used in ultrasound imaging for minimally invasive medical procedures. We design and
manufacture a non-invasive instrument for portable ultrasound bladder volume measurement and a video laryngoscope
designed to enable rapid intubation even in the most difficult settings. In addition, we provide a cloud-based financial
analytics and performance software platform to healthcare providers.
Digital Imaging Products and Software—We manufacture and sell extremely sensitive, high-performance electron filters,
charged couple device (“CCD”) and complementary metal oxide semiconductor (“CMOS”) cameras, detectors and related
software for a variety of scientific and industrial uses, which require high resolution and/or high speed digital video, including
electron microscopy and spectroscopy applications. We sell these products for use within academic, government research,
semiconductor, security and other end-user markets such as biological and material science. They are frequently incorpo-
rated into products by original equipment manufacturers (“OEMs”).
Our Medical & Scientific Imaging segment companies have lead times of up to several months on some of their product sales,
although standard products are often shipped within two weeks of receipt of order. Blanket purchase orders are placed by
certain OEM and end-users, with continuing requirements for fulfillment over specified periods of time.
10
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
RF Technology
Our RF Technology segment provides radio frequency identification (“RFID”) communication technology and software solutions
that are used primarily in toll and traffic systems, security and access control, campus card systems, card readers, software-
as-a-service in the freight matching, commercial construction and food industries, comprehensive application management
software for legal and construction firms and metering and remote monitoring applications. These products and solutions are
provided through ten reporting units. This segment had sales of $1.21 billion for the year ended December 31, 2016, represent-
ing 31.9% of our total net sales.
Toll and Traffic Systems—We manufacture and sell toll tags and monitoring systems as well as provide transaction and
violation processing services for toll and traffic systems to both governmental and private sector entities. In addition, we
provide intelligent traffic systems that assist customers in improving traffic flow and infrastructure utilization.
Card Systems/Integrated Security Solutions—We provide card systems and integrated security solutions primarily to educa-
tion and health care markets. We also provide an integrated nutrition management solution used by food service customers.
RFID Card Readers—We design, develop and manufacture RFID card readers that support most smart cards worldwide.
The readers are used in numerous applications and OEM solutions including: attendance management, multi-function
printers, mobile, physical access, manufacturing, dispensing, kiosks, point-of-sale and computer logon.
Software-as-a-Service—We maintain electronic marketplaces that connect 1) available capacity of trucking units with the
available loads of freight to be moved from location to location throughout North America, 2) food suppliers, distributors
and vendors, primarily in the perishable food sector and 3) construction industry professionals.
Comprehensive Management Software—We provide 1) enterprise software and information solutions for government
contractors, professional services firms and other project-based businesses, 2) comprehensive management software
solutions for law and other professional services firms, including business development, calendar/docket matter manage-
ment, time and billing and case management and 3) construction project management solutions for construction firms
which encompass the end-to-end construction process.
Metering and Remote Monitoring—We manufacture and sell meter reading, data logging and pressure control products for
use primarily in water and gas applications. We also provide network monitoring, leakage reduction and pressure control
services in water and gas distribution networks.
The RF Technology segment companies’ product sales reflect a combination of standard products, large engineered projects,
and multi-year operations and maintenance contracts. Standard products generally ship within two weeks of receipt of order,
and large engineered projects may have lead times of several months. As such, backlog may fluctuate depending upon the
timing of large project awards.
Industrial Technology
Our Industrial Technology segment produces fluid handling pumps, materials analysis equipment and consumables, leak testing
equipment, flow measurement and metering equipment and water meter and automatic meter reading (“AMR”) products and
systems. These products and solutions are provided through six reporting units. For 2016, this segment had net sales of $707
million, representing 18.6% of our total net sales.
Fluid Handling Pumps—We manufacture and sell a wide variety of pumps. These pumps vary significantly in complexity
and in pumping method employed, which allows for the movement and application of a diverse range of low and high
viscosity liquids, high solids content slurries and chemicals. Our pumps are used in end markets such as oil and gas,
agricultural, water and wastewater, chemical and general industrial.
Materials Analysis Equipment and Consumables—We manufacture and sell equipment and supply consumables necessary
to prepare material samples for testing and analysis. These products are used mostly within the material science, steel,
automotive, electronics, mining and research end-user markets.
Water Meter and AMR Products and Systems—We manufacture and distribute water meter products serving the residential,
commercial and industrial water management markets, and several lines of automatic meter reading products and systems
serving these markets.
The Industrial Technology segment companies’ sales reflect a combination of standard products and specially engineered,
application-specific products. Standard products are typically shipped within two weeks of receipt of order. Application-specific
products typically ship within 6 to 12 weeks following receipt of order. However, larger project orders and blanket purchase
orders for certain OEMs may extend shipment for longer periods.
Energy Systems & Controls
Our Energy Systems & Controls segment principally produces control systems, fluid properties testing equipment, industrial
valves and controls, vibration sensors and controls and non-destructive inspection and measurement products and solutions,
which are provided through six reporting units. For 2016, this segment had net sales of $510 million, representing 13.5% of our
total net sales.
Control Systems—We manufacture control systems and provide related engineering and commissioning services for
turbomachinery applications, primarily in energy markets.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
11
Fluid Properties Testing Equipment—We manufacture and sell test equipment to determine physical and elemental
properties, such as sulfur and nitrogen content, flash point, viscosity, freeze point and distillation range of liquids and
gases primarily for the petroleum industry.
t
Sensors, Controls and Valves—We manufacture sensors and control equipment including pressure sensors, temperature
sensors, measurement instruments and control software for global rubber, plastics and process industries. We also
manufacture and distribute valves, sensors, switches and control products used on engines, compressors, turbines and
other powered equipment for the oil and gas, pipeline, power generation, marine engine and general industrial markets.
Many of these products are designed for use in hazardous environments.
Non-destructive Inspection and Measurement Instrumentation—We manufacture non-destructive inspection and measure-
ment solutions including measurement probes, robotics, vibration sensors, switches and transmitters. These solutions are
applied principally in nuclear energy markets. Many of these products are designed for use in hazardous environments.
The Energy Systems & Controls segment companies’ sales reflect a combination of standard products and large engineered
projects. Standard products generally ship within two weeks of receipt of order, and large engineered projects may have lead
times of several months. As such, backlog may fluctuate depending upon the timing of large project awards.
MATERIALS AND SUPPLIERS
We believe most materials and supplies we use are readily available from numerous sources and suppliers throughout the
world. However, some components and sub-assemblies are currently available from a limited number of suppliers. Some
high-performance components for digital imaging products can be in short supply and/or suppliers have occasional difficulty
manufacturing such components to our specifications. We regularly investigate and identify alternative sources where possible,
and we believe these conditions equally affect our competitors. Supply shortages have not had a material adverse effect on
our sales although delays in shipments have occurred following such supply interruptions.
BACKLOG
Our backlog includes only firm unfilled orders expected to be recognized as revenue within twelve months. Backlog was
$1.6 billion at December 31, 2016, and $1.1 billion at December 31, 2015.
DISTRIBUTION AND SALES
Distribution and sales occur through direct sales offices, manufacturers’ representatives and distributors. In addition, our
Medical & Scientific Imaging segment also sells through value added resellers (“VARs”) and OEMs.
ENVIRONMENTAL MATTERS AND OTHER GOVERNMENTAL REGULATION
Our operations and properties are subject to laws and regulations relating to environmental protection, including those gov-
erning air emissions, water discharges, waste management and workplace safety. We use, generate and dispose of hazardous
substances and waste in our operations and could be subject to material liabilities relating to the investigation and clean-up
of contaminated properties and related claims. We are required to conform our operations and properties to these laws and
adapt to regulatory requirements in all countries as these requirements change. In connection with our acquisitions, we may
assume significant environmental liabilities, some of which we may not be aware of, or may not be quantifiable, at the time of
acquisition. In addition, new laws and regulations, the discovery of previously unknown contamination or the imposition of new
requirements could increase our costs or subject us to new or increased liabilities.
CUSTOMERS
No customer accounted for 10% or more of net sales for 2016 for any of our segments or for our Company as a whole.
COMPETITION
Generally, our products and solutions face significant competition, usually from a limited number of competitors. We believe
that we are a leader in most of our markets, and no single company competes with us over a significant number of product
lines. Competitors might be large or small in size, often depending on the size of the niche market we serve. We compete
primarily on product quality, performance, innovation, technology, price, applications expertise, system and service flexibility,
distribution channel access and customer service capabilities.
PATENTS AND TRADEMARKS
In addition to trade secrets, unpatented know-how, and other intellectual property rights, we own or license the rights under
a number of patents, trademarks and copyrights relating to certain of our products and businesses. We also employ various
methods, including confidentiality and non-disclosure agreements with individuals and companies we do business with,
employees, distributors, representatives and customers to protect our trade secrets and know-how. We believe our operating
12
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
units are not substantially dependent on any single patent, trademark, copyright, or other item of intellectual property or group
of patents, trademarks or copyrights.
EMPLOYEES
As of December 31, 2016, we had 14,155 employees, with 10,751 located in the United States. We have 172 employees who are
subject to collective bargaining agreements. We have not experienced any work stoppages and consider our relations with our
employees to be good.
AVAILABLE INFORMATION
All reports we file electronically with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q,
current reports on Form 8-K and our annual proxy statements, as well as any amendments to those reports, are accessible at
no cost on our website at www.ropertech.com as soon as reasonably practicable after we electronically file such material with,
or furnish it to, the SEC. These filings are also accessible on the SEC’s website at www.sec.gov. You may also read and copy
any material we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. Our Corporate
Governance Guidelines; the charters of our Audit Committee, Compensation Committee, and Nominating and Governance
Committee; and our Code of Business Conduct and Ethics are also available on our website. Any amendment to the Code of
Business Conduct and Ethics and any waiver applicable to our directors, executive officers or senior financial officers will be
posted on our website within the time period required by the SEC and the New York Stock Exchange (the “NYSE”). The infor-
mation posted on our website is not incorporated into this Annual Report.
We have included the Chief Executive Officer and the Chief Financial Officer certifications regarding our public disclosure
required by Section 302 of the Sarbanes-Oxley Act of 2002 as Exhibits 31.1 and 31.2 of this report. Additionally, we filed with the
NYSE the Chief Executive Officer certification regarding our compliance with the NYSE’s Corporate Governance Listing Standards
(the “Listing Standards”) pursuant to Section 303A.12(a) of the Listing Standards. We filed the certification with the NYSE on
June 21, 2016 and our Chief Executive Officer indicated that he was not aware of any violations of the Listing Standards by us.
ITEM 1A | RISK FACTORS
RISKS RELATING TO OUR BUSINESS
Our indebtedness may affect our business and may restrict our operating flexibility.
As of December 31, 2016, we had $6.2 billion in total consolidated indebtedness. In addition, we had $535 million undrawn
availability under our senior unsecured credit facility. Subject to restrictions contained in our credit facility, we may incur
additional indebtedness in the future, including indebtedness incurred to finance acquisitions.
Our level of indebtedness and the debt servicing costs associated with that indebtedness could have important effects on our
operations and business strategy. For example, our indebtedness could:
• place us at a competitive disadvantage relative to our competitors, some of which have lower debt service obligations
and greater financial resources;
• limit our ability to borrow additional funds;
• limit our ability to complete future acquisitions;
• limit our ability to pay dividends;
• limit our ability to make capital expenditures; and
• increase our vulnerability to general adverse economic and industry conditions.
Our ability to make scheduled principal payments of, to pay interest on, or to refinance our indebtedness and to satisfy our other
debt obligations will depend upon our future operating performance, which may be affected by factors beyond our control. In
addition, there can be no assurance that future borrowings or equity financing will be available to us on favorable terms for the
payment or refinancing of our indebtedness. If we are unable to service our indebtedness, our business, financial condition and
results of operations would be materially adversely affected.
Our credit facility contains covenants requiring us to achieve certain financial and operating results and maintain compliance
with specified financial ratios. Our ability to meet the financial covenants or requirements in our credit facility may be affected
by events beyond our control, and we may not be able to satisfy such covenants and requirements. A breach of these covenants
or our inability to comply with the financial ratios, tests or other restrictions contained in our facility could result in an event of
default under this facility. Upon the occurrence of an event of default under our credit facility, and the expiration of any grace
periods, the lenders could elect to declare all amounts outstanding under the facility, together with accrued interest, to be
immediately due and payable. If this were to occur, our assets may not be sufficient to fully repay the amounts due under this
facility or our other indebtedness.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
13
Unfavorable changes in foreign exchange rates may harm our business.
Several of our operating companies have transactions and balances denominated in currencies other than the U.S. dollar. Most
of these transactions and balances are denominated in euros, Canadian dollars, British pounds or Danish kroner. Sales by our
operating companies whose functional currency is not the U.S. dollar represented 20% of our total net sales for each of the
years ended December 31, 2016 and 2015. Unfavorable changes in exchange rates between the U.S. dollar and those currencies
could significantly reduce our reported sales and earnings.
We export a significant portion of our products. Difficulties associated with the export of our products could harm our business.
Sales to customers outside the U.S. by our businesses located in the U.S. account for a significant portion of our net sales.
These sales accounted for 12% of our net sales for the year ended December 31, 2016 and 13% for the year ended December 31,
2015. We are subject to risks that could limit our ability to export our products or otherwise reduce the demand for these
products in our foreign markets. Such risks include, without limitation, the following:
• unfavorable changes in or noncompliance with U.S. and other jurisdictions’ export requirements;
• restrictions on the export of technology and related products;
• unfavorable changes in or noncompliance with U.S. and other jurisdictions’ export policies to certain countries;
• unfavorable changes in the import policies of our foreign markets; and
• a general economic downturn in our foreign markets.
The occurrence of any of these events could reduce the foreign demand for our products or could limit our ability to export our
products and, therefore, could have a material negative effect on our future sales and earnings.
Economic, political and other risks associated with our international operations could adversely affect our business.
As of and for the year ended December 31, 2016, 21% of our net sales and 13% of our long-lived assets, excluding goodwill and
intangibles, were attributable to operations outside the U.S. We expect our international operations to contribute materially to
our business for the foreseeable future. Our international operations are subject to varying degrees of risk inherent in doing
business outside the U.S. including, without limitation, the following:
• adverse changes in a specific country’s or region’s political or economic conditions, particularly in emerging markets;
• oil price shocks;
• trade protection measures and import or export requirements;
• subsidies or increased access to capital for firms that are currently, or may emerge as, competitors in countries
in which we have operations;
• partial or total expropriation;
• potentially negative consequences from changes in tax laws;
• difficulty in staffing and managing widespread operations;
• differing labor regulations;
• differing protection of intellectual property; and
• unexpected changes in regulatory requirements.
The occurrence of any of these events could materially harm our business.
Our growth strategy includes acquisitions. We may not be able to identify suitable acquisition candidates, complete
acquisitions or integrate acquisitions successfully.
Our future growth is likely to depend to some degree on our ability to acquire and successfully integrate new businesses. We
intend to seek additional acquisition opportunities, both to expand into new markets and to enhance our position in existing
markets. There are no assurances, however, that we will be able to successfully identify suitable candidates, negotiate appro-
priate terms, obtain financing on acceptable terms, complete proposed acquisitions, successfully integrate acquired businesses
or expand into new markets. Once acquired, operations may not achieve anticipated levels of revenues or profitability.
Acquisitions involve risks, including difficulties in the integration of the operations, technologies, services and products of the
acquired companies and the diversion of management’s attention from other business concerns. Although our management will
endeavor to evaluate the risks inherent in any particular transaction, there are no assurances that we will properly ascertain
all such risks. In addition, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial
additional indebtedness and other expenses. Future acquisitions may also result in potentially dilutive issuances of equity
securities. Difficulties encountered with acquisitions may have a material adverse effect on our business, financial condition
and results of operations.
Product liability, insurance risks and increased insurance costs could harm our operating results.
Our business exposes us to product liability risks in the design, manufacturing and distribution of our products. In addition,
certain of our products are used in hazardous environments. We currently have product liability insurance; however, we may
14
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
not be able to maintain our insurance at a reasonable cost or in sufficient amounts to adequately protect us against losses.
We also maintain other insurance policies, including directors’ and officers’ liability insurance. We believe we have adequately
accrued estimated losses, principally related to deductible amounts under our insurance policies, with respect to all product
liability and other claims, based upon our past experience and available facts. However, a successful product liability or other
claim or series of claims brought against us could have a material adverse effect on our business, financial condition and results
of operations. In addition, a significant increase in our insurance costs could have an adverse impact on our operating results.
Our operating results could be adversely affected by a reduction of business with our large customers.
In some of our businesses, we derive a significant amount of revenue from large customers. The loss or reduction of any
significant contracts with any of these customers could materially reduce our revenue and cash flows. Additionally, many of
our customers are government entities. In many situations, government entities can unilaterally terminate or modify our existing
contracts without cause and without penalty to the government agency.
We face intense competition. If we do not compete effectively, our business may suffer.
We face intense competition from numerous competitors. Our products compete primarily on the basis of product quality,
performance, innovation, technology, price, applications expertise, system and service flexibility, distribution channel access
and established customer service capabilities. We may not be able to compete effectively on all of these fronts or with all of our
competitors. In addition, new competitors may emerge, and product lines may be threatened by new technologies or market
trends that reduce the value of these product lines. To remain competitive, we must develop new products, respond to new
technologies and enhance our existing products in a timely manner. We anticipate that we may have to adjust prices to stay
competitive.
Changes in the supply of, or price for, raw materials, parts and components used in our products could affect our business.
The availability and prices of raw materials, parts and components are subject to curtailment or change due to, among other
things, suppliers’ allocations to other purchasers, interruptions in production by suppliers, changes in exchange rates and pre-
vailing price levels. Some high-performance components for digital imaging products may be in short supply and/or suppliers
may have occasional difficulty manufacturing these components to meet our specifications. In addition, some of our products
are provided by sole source suppliers. Any change in the supply of, or price for, these parts and components, as well as any
increases in commodity prices, particularly copper, could affect our business, financial condition and results of operations.
Environmental compliance costs and liabilities could increase our expenses and adversely affect our financial condition.
Our operations and properties are subject to laws and regulations relating to environmental protection, including air emissions,
water discharges, waste management and workplace safety. These laws and regulations can result in the imposition of sub-
stantial fines and sanctions for violations and could require the installation of pollution control equipment or operational changes
to limit pollution emissions and/or decrease the likelihood of accidental hazardous substance releases. We must conform our
operations and properties to these laws and adapt to regulatory requirements in the countries in which we operate as these
requirements change.
We use and generate hazardous substances and wastes in our operations and, as a result, could be subject to potentially mate-
rial liabilities relating to the investigation and clean-up of contaminated properties and to claims alleging personal injury. We
have experienced, and expect to continue to experience, costs relating to compliance with environmental laws and regulations.
In connection with our acquisitions, we may assume significant environmental liabilities, some of which we may not be aware
of at the time of acquisition. In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the
discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs
or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition
and results of operations.
Some of the industries in which we operate are cyclical, and, accordingly, our business is subject to changes in the economy.
Some of the business areas in which we operate are subject to specific industry and general economic cycles. Certain businesses
are subject to industry cycles, including but not limited to, the industrial and energy markets. Accordingly, a downturn in these
or other markets in which we participate could materially adversely affect us. If demand changes and we fail to respond
accordingly, our results of operations could be materially adversely affected. The business cycles of our different operations
may occur contemporaneously. Consequently, the effect of an economic downturn may have a magnified negative effect on
our business.
Our goodwill and intangible assets are valued at an amount that is high relative to our total assets, and a write-off of our
intangible assets would negatively affect our results of operations and total capitalization.
Our total assets reflect substantial intangible assets, primarily goodwill. At December 31, 2016, goodwill totaled $8.6 billion
compared to $5.8 billion of stockholders’ equity, and represented 60% of our total assets of $14.3 billion. The goodwill results
from our acquisitions, representing the excess of cost over the fair value of the net assets we have acquired. We assess at
least annually whether there has been an impairment in the value of our goodwill and indefinite economic life intangible assets.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
15
If future operating performance at one or more of our business units were to fall significantly below current levels, if competing
or alternative technologies emerge, if interest rates rise or if business valuations decline, we could incur a non-cash charge
to operating earnings. Any determination requiring the write-off of a significant portion of goodwill or unamortized intangible
assets would negatively affect our results of operations and total capitalization, the effect of which could be material.
We depend on our ability to develop new products, and any failure to develop or market new products could adversely affect
our business.
The future success of our business will depend, in part, on our ability to design and manufacture new competitive products
and to enhance existing products so that our products can be sold with high margins. This product development may require
substantial internal investment. There can be no assurance that unforeseen problems will not occur with respect to the devel-
opment, performance or market acceptance of new technologies or products or that we will otherwise be able to successfully
develop and market new products. Failure of our products to gain market acceptance or our failure to successfully develop and
market new products could reduce our margins, which would have an adverse effect on our business, financial condition and
results of operations.
Our technology is important to our success and our failure to protect this technology could put us at a competitive disadvantage.
Many of our products rely on proprietary technology; therefore we believe that the development and protection of intellectual
property rights through patents, copyrights, trade secrets, trademarks, confidentiality agreements and other contractual
provisions are important to the future success of our business. Despite our efforts to protect proprietary rights, unauthorized
parties or competitors may copy or otherwise obtain and use our products or technology. Actions to enforce these rights may
result in substantial costs and diversion of resources and we make no assurances that any such actions will be successful.
We rely on information and technology for many of our business operations which could fail and cause disruption to our
business operations.
Our business operations are dependent upon information technology networks and systems to securely transmit, process and
store electronic information and to communicate among our locations around the world and with clients and vendors. A shut-
down of, or inability to access, one or more of our facilities, a power outage or a failure of one or more of our information tech-
nology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis.
Computer viruses, cyberattacks, other external hazards and human error could result in the misappropriation of assets or
sensitive information, corruption of data or operational disruption. If sustained or repeated, such a business interruption, system
failure, service denial or data loss and damage could result in a deterioration of our ability to write and process business,
provide customer service or perform other necessary business functions.
With the types of licensing vehicles we use to deliver our products to market, including subscription and on-demand pricing
for our software and services, the recognition of revenue for the products and services we sell could be delayed from one
period to another.
As we continue to vary the ways in which we deliver our products to the market, including expanded use of subscription, term
and SaaS offerings, we may be required under existing accounting rules to defer the recognition of revenue from one period to
another. The deferral of perpetual licenses revenue may result in significant timing differences between the completion of a
sale and the actual recognition of the revenue related to that sale. As a result, the revenue we recognize in a particular period
may not be reflective of our actual success in selling our products and solutions in the market.
Offering our products on a SaaS basis presents execution risks.
We offer a number of our products in a SaaS-based environment, and we expect to expand those offerings in the future. As
more of our solutions are delivered as SaaS-based solutions, it is uncertain whether our strategies will generate the revenue
required to be successful. Any significant costs we incur may reduce the operating margins we have previously achieved. Whether
we are successful in this new business model depends on our execution in a number of areas, including ensuring that our
SaaS-based offerings meet the performance, reliability and cost expectations of our customers and maintain the security of
their data. If we are unable to execute on this strategy, our revenue or financial results may be materially adversely affected.
A breach in the security of our software could harm our reputation, result in a loss of current and potential customers, and
subject us to material claims, which could materially harm our operating results and financial condition.
If our security measures are breached, an unauthorized party may obtain access to our data or our users’ or customers’ data.
In addition, cyber-attacks and similar acts could lead to interruptions and delays in customer processing or a loss or breach of
a customer’s data. Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems
change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques
or to implement adequate preventative measures. The risk that these types of events could seriously harm our business is
likely to increase as we expand the number of web-based products and services we offer, and operate in more countries.
16
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data
protection. In addition the interpretation and application of consumer and data protection laws in the United States, Europe and
elsewhere are often uncertain and in flux. It is possible that these laws may be interpreted and applied in a manner that is
inconsistent with our data practices. If so, in addition to the possibility of fines, this could result in an order requiring that we
change our data practices, which could have an adverse effect on our business and results of operations.
Any security breaches for which we are, or are perceived to be, responsible, in whole or in part, could subject us to legal claims
or legal proceedings, including regulatory investigations, which could harm our reputation and result in significant litigation
costs and damage awards or settlement amounts. Any imposition of liability, particularly liability that is not covered by insurance
or is in excess of insurance coverage, could materially harm our operating results and financial condition. Security breaches
also could cause us to lose current and potential customers, which could have an adverse effect on our business. Moreover, we
might be required to expend significant financial and other resources to protect further against security breaches or to rectify
problems caused by any security breach.
Any business disruptions due to political instability, armed hostilities, incidents of terrorism or natural disasters could
adversely impact our financial performance.
If terrorist activity, armed conflict, political instability or natural disasters occur in the U.S. or other locations, such events
may negatively impact our operations, cause general economic conditions to deteriorate or cause demand for our products to
decline. A prolonged economic slowdown or recession could reduce the demand for our products, and therefore, negatively
affect our future sales and profits. Any of these events could have a significant impact on our business, financial condition or
results of operations.
ITEM 1B | UNRESOLVED STAFF COMMENTS
None
ITEM 2 | PROPERTIES
Our corporate offices, consisting of 24,000 square feet of leased space, are located at 6901 Professional Parkway East, Sarasota,
Florida. We have 120 principal locations around the world to support our operations, of which 51 are manufacturing, assembly
and testing facilities, and the remaining 69 locations provide sales, programming, service and administrative support functions.
We consider our facilities to be in good operating condition and adequate for their present use and believe we have sufficient
capacity to meet our anticipated operating requirements.
The following table summarizes the size, location and usage of our principal properties as of December 31, 2016 (amounts in
thousands of square feet).
Segment
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Region
U.S.
Canada
Europe
Asia-Pacific
Mexico
U.S.
Canada
Europe
Asia-Pacific
U.S.
Canada
Europe
Asia-Pacific
Mexico
U.S.
Canada
Europe
Asia-Pacific
Office
Leased
309
—
32
21
—
1,164
27
56
111
18
36
13
23
—
—
—
29
6
Office & Manufacturing
Leased
Owned
298
109
64
—
44
92
—
—
—
260
—
136
—
60
343
56
28
30
127
—
—
—
—
16
—
16
—
478
—
43
—
—
—
—
128
33
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
17
ITEM 3 | LEGAL PROCEEDINGS
Information pertaining to legal proceedings can be found in Note 12 to the Consolidated Financial Statements included in this
Annual Report, and is incorporated by reference herein.
ITEM 4 | MINE SAFETY DISCLOSURES
None
PART II
ITEM 5 | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the NYSE under the symbol “ROP.” The table below sets forth the range of high and low sales
prices for our common stock as reported by the NYSE as well as cash dividends declared during each of our 2016 and
2015 quarters.
2016
2015
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
4th Quarter
3rd Quarter
2nd Quarter
1st Quarter
High
Low
Cash
Dividends
Declared
$188.04
182.84
184.66
187.56
$ 194.83
177.08
177.79
174.02
$167.91
163.33
164.77
158.89
$ 157.75
152.93
167.08
145.75
$0.35
0.30
0.30
0.30
$0.30
0.25
0.25
0.25
Based on information available to us and our transfer agent, we believe that as of February 16, 2017 there were 143 record
holders of our common stock.
Dividends—We have declared a cash dividend in each quarter since our February 1992 initial public offering and we have
annually increased our dividend rate since our initial public offering. In November 2016, our Board of Directors increased the
quarterly dividend paid January 23, 2017 to $0.35 per share from $0.30 per share, an increase of 17%. The timing, declaration
and payment of future dividends will be at the sole discretion of our Board of Directors and will depend upon our profitability,
financial condition, capital needs, future prospects and other factors deemed relevant by our Board of Directors.
Recent Sales of Unregistered Securities—In 2016, there were no sales of unregistered securities.
Performance Graph—This performance graph shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities under that Section and shall not be deemed
to be incorporated by reference into any of our filings under the Securities Act of 1933, as amended, or under the Exchange Act.
18
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
The following graph compares, for the five year period ended December 31, 2016, the cumulative total stockholder return for
our common stock, the Standard and Poor’s 500 Stock Index (the “S&P 500”) and the Standard and Poor’s 500 Industrials Index
(the “S&P 500 Industrials”). Measurement points are the last trading day of each of our fiscal years ended December 31, 2011,
2012, 2013, 2014, 2015 and 2016. The graph assumes that $100 was invested on December 31, 2011 in our common stock, the
S&P 500 and the S&P 500 Industrials and assumes reinvestment of any dividends. The stock price performance on the following
graph is not necessarily indicative of future stock price performance.
Roper Technologies, Inc.
S&P 500
S&P 500 Industrials
12/31/11
$100.00
100.00
100.00
12/31/12
$129.26
116.00
115.35
12/31/13
$161.43
153.58
162.27
12/31/14
$183.03
174.60
178.21
12/31/15
$223.53
177.01
173.70
12/31/16
$217.09
198.18
206.46
$250
$200
$150
$100
$50
$0
12/31/11
12/31/12
12/31/13
12/31/14
12/31/15
12/31/16
Roper Technologies, Inc.
S&P 500
S&P 500 Industrials
The information set forth in Item 12 under the heading “Securities Authorized for Issuance under Equity Compensation Plans”
is incorporated herein by reference.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
19
ITEM 6 | SELECTED FINANCIAL DATA
You should read the table below in conjunction with “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” and our Consolidated Financial Statements and related notes included in this Annual Report (amounts
in thousands, except per share data).
Operations data:
Net sales
Gross profit
Income from operations
Net earnings
Per share data:
Basic earnings per share
Diluted earnings per share
Dividends declared per share
Balance sheet data:
Working capital(6)
Total assets(7)
Long-term debt, net of current portion(7)
Stockholders’ equity
As of and for the Years ended December 31,
2016(1)
2015(2)
2014(3)
2013(4)
2012(5)
$ 3,789,925
2,332,410
1,054,563
658,645
$ 3,582,395
2,164,646
1,027,918
696,067
$3,549,494
2,101,899
999,473
646,033
$3,238,128
1,882,928
842,361
538,293
$2,993,489
1,671,717
757,587
483,360
$
$
$
$
$
$
6.50
6.43
1.2500
331,229
14,324,927
5,808,561
5,788,865
6.92
6.85
1.0500
$
$
6.47
6.40
0.8500
$
$
5.43
5.37
0.6950
$
$
4.95
4.86
0.5775
897,919
10,168,365
3,264,417
5,298,947
$ 884,158
8,400,185
2,190,282
4,755,360
$ 730,246
8,169,120
2,437,975
4,213,050
$ 159,887
7,059,975
1,492,533
3,687,726
(1) Includes results from the acquisitions of CliniSys Group Ltd. from January 7, 2016, PCI Medical Inc. from March 17, 2016, GeneInsight Inc.
from April 1, 2016, iSqFt Holdings Inc. (d/b/a ConstructConnect) from October 31, 2016, UNIConnect LC from November 10, 2016 and
Deltek Inc. from December 28, 2016.
(2) Includes results from the acquisitions of Strata Decision Technologies LLC from January 21, 2015, SoftWriters Inc. from February 9, 2015,
Data Innovations LLC from March 4, 2015, On Center Software LLC from July 20, 2015, RF IDeas Inc. from September 1, 2015, Atlantic
Health Partners LLC from September 4, 2015, Aderant Holdings Inc. from October 21, 2015, Atlas Database Software Corp. from October 26,
2015, Black Diamond Advanced Technologies through March 20, 2015 and Abel Pumps through October 2, 2015.
(3) Includes results from the acquisitions of Foodlink Holdings Inc. from July 2, 2014, Innovative Product Achievements LLC from August 5,
2014, Strategic Healthcare Programs Holdings LLC from August 14, 2014.
(4) Includes results from the acquisitions of Managed Health Care Associates Inc. from May 1, 2013 and Advanced Sensors Ltd. from
October 4, 2013.
(5) Includes results from the acquisition of Sunquest Information Systems Inc. from August 22, 2012.
(6) At December 31, 2016, there were $399 million of senior notes, net of debt issuance costs, due November 15, 2017 and at December 31,
2012, there were $499 million of senior notes, net of debt issuance costs (adjusted due to the retrospective adoption of an accounting
standard update which requires that our senior notes be shown net of debt issuance costs), that matured on August 15, 2013, thus requiring
a classification as short-term debt, included in working capital.
(7) Total assets and Long-term debt, net of current portion for 2012 through 2014 have been adjusted due to the retrospective adoption of an
accounting standard update which requires that our senior notes be shown net of debt issuance costs. The adjustment amounts were
$12,749, $15,861 and $10,574 for the years ended December 31, 2014, 2013 and 2012, respectively.
ITEM 7 | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
You should read the following discussion in conjunction with “Selected Financial Data” and our Consolidated Financial Statements
and related notes included in this Annual Report.
OVERVIEW
We are a diversified technology company. We operate businesses that design and develop software (both license and software-
as-a-service) and engineered products and solutions for a variety of niche end markets; including healthcare, transportation,
commercial construction, food, energy, water, education and academic research.
We pursue consistent and sustainable growth in earnings and cash flow by emphasizing continuous improvement in the operating
performance of our existing businesses and by acquiring other carefully selected businesses. Our acquisitions have represented
both additions to existing businesses and new strategic platforms.
In 2016, we acquired CliniSys Group Ltd. (“CliniSys”), PCI Medical Inc., GeneInsight Inc., iSqFt Holdings Inc. (d/b/a ConstructConnect)
(“ConstructConnect”), UNIConnect LC, and Project Diamond Holdings Corp. (d/b/a Deltek Inc.). The acquisitions both expanded
and complemented our existing technologies.
20
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the United
States (“GAAP”). A discussion of our significant accounting policies can also be found in the notes to our Consolidated Financial
Statements for the year ended December 31, 2016 included in this Annual Report.
GAAP offers acceptable alternative methods for accounting for certain issues affecting our financial results, such as determin-
ing inventory cost, depreciating long-lived assets and recognizing revenue. We have not changed the application of acceptable
accounting methods or the significant estimates affecting the application of these principles in the last three years in a manner
that had a material effect on our financial statements.
The preparation of financial statements in accordance with GAAP requires the use of estimates, assumptions, judgments and
interpretations that can affect the reported amounts of assets, liabilities, revenues and expenses, the disclosure of contingent
assets and liabilities and other supplemental disclosures.
The development of accounting estimates is the responsibility of our management. Our management discusses those areas
that require significant judgments with the audit committee of our Board of Directors. The audit committee has reviewed all
financial disclosures in our annual filings with the SEC. Although we believe the positions we have taken with regard to uncer-
tainties are reasonable, others might reach different conclusions and our positions can change over time as more information
becomes available. If an accounting estimate changes, its effects are accounted for prospectively or through a cumulative
catch up adjustment.
Our most significant accounting uncertainties are encountered in the areas of accounts receivable collectibility, inventory valu-
ation, future warranty obligations, revenue recognition (percentage-of-completion), income taxes and goodwill and indefinite-
lived asset analyses. These issues affect each of our business segments and are evaluated using a combination of historical
experience, current conditions and relatively short-term forecasting.
Accounts receivable collectibility is based on the economic circumstances of customers and credits given to customers after
shipment of products, including in certain cases credits for returned products. Accounts receivable are regularly reviewed to
determine customers who have not paid within agreed upon terms, whether these amounts are consistent with past experiences,
what historical experience has been with amounts deemed uncollectible and the impact that economic conditions might have
on collection efforts in general and with specific customers. The returns and other sales credit allowance is an estimate of
customer returns, exchanges, discounts or other forms of anticipated concessions and is treated as a reduction in revenue.
The returns and other sales credits histories are analyzed to determine likely future rates for such credits. At December 31,
2016, our allowance for doubtful accounts receivable was $12.2 million and our allowance for sales returns and sales credits
was $2.3 million, for a total of $14.5 million, or 2.3% of total gross accounts receivable. This percentage is influenced by the
risk profile of the underlying receivables, and the timing of write-offs of accounts deemed uncollectible. The total allowance at
December 31, 2016 was $2.1 million higher than at December 31, 2015. The allowance will continue to fluctuate as a percentage
of sales based on specific identification of allowances needed due to changes in our business, the write-off of uncollectible
receivables, and the addition of reserve balances at acquired businesses.
We regularly compare inventory quantities on hand against anticipated future usage, which we determine as a function of his-
torical usage or forecasts related to specific items in order to evaluate obsolescence and excessive quantities. When we use
historical usage, this information is also qualitatively compared to business trends to evaluate the reasonableness of using
historical information as an estimate of future usage. At December 31, 2016, inventory reserves for excess and obsolete inventory
were $37.2 million, or 17.0% of gross inventory cost, as compared to $34.0 million, or 15.2% of gross inventory cost, at
December 31, 2015. The inventory reserve as a percent of gross inventory cost will continue to fluctuate based upon specific
identification of reserves needed based upon changes in our business as well as the physical disposal of obsolete inventory.
Most of our sales are covered by warranty provisions that generally provide for the repair or replacement of qualifying defective
items for a specified period after the time of sale, typically 12 to 24 months. Future warranty obligations are evaluated using,
among other factors, historical cost experience, product evolution and customer feedback. Our expense for warranty obligations
was less than 1% of net sales for each of the years ended December 31, 2016, 2015 and 2014.
Revenues related to the use of the percentage-of-completion method of accounting are dependent on total costs incurred
compared with total estimated costs for a project. During the years ended December 31, 2016, 2015 and 2014 we recognized
revenue of $241 million, $253 million and $266 million, respectively, using this method. Percentage-of-completion is used
primarily for major turn-key, longer term toll and traffic and energy projects and installations of large software application
projects. At December 31, 2016, $260 million of revenue related to unfinished percentage-of-completion contracts had yet to be
recognized. Contracts accounted for under this method are generally not significantly different in profitability from revenues
accounted for under other methods.
Income taxes can be affected by estimates of whether and within which jurisdictions future earnings will occur and if, how and
when cash is repatriated to the U.S., combined with other aspects of an overall income tax strategy. Additionally, taxing juris-
dictions could retroactively disagree with our tax treatment of certain items, and some historical transactions have income tax
effects going forward. Accounting rules require these future effects to be evaluated using current laws, rules and regulations,
each of which can change at any time and in an unpredictable manner. During 2016, our effective income tax rate was 30.0%,
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
21
which was 60 basis points lower than the 2015 rate of 30.6%, The decrease was due to the recognition of $15.3 million in excess
tax benefits in the current year in accordance with an accounting standards update related to stock compensation adopted in
the first quarter of 2016 (see Note 1 of the Notes to Consolidated Financial Statements), as well as the non-recurrence of the
2015 taxable gain on the divestiture of Abel Pumps which was partially offset by discrete tax benefits from settlements of tax
matters in 2015. We expect the effective tax rate for 2017 to be approximately 30%.
We account for goodwill in a purchase business combination as the excess of the cost over the estimated fair value of net assets
acquired. Goodwill, which is not amortized, is tested for impairment on an annual basis in conjunction with our annual forecast
process during the fourth quarter, (or an interim basis if an event occurs or circumstances change that would more likely than
not reduce the fair value of a reporting unit below its carrying value).
When testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence
of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting
unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more
likely than not, we are then required to perform the two-step quantitative impairment test; otherwise, no further analysis is
required. Under the qualitative assessment, we consider various qualitative factors, including macroeconomic conditions, rele-
vant industry and market trends, cost factors, overall financial performance, other entity-specific events and events affecting
the reporting unit that could indicate a potential change in the fair value of our reporting unit or the composition of its carrying
values. We also consider the specific future outlook for the reporting unit.
We also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impair-
ment test. The first step utilizes both an income approach (discounted cash flows) and a market approach consisting of a
comparable company earnings multiples methodology to estimate the fair value of a reporting unit. To determine the reason-
ableness of the estimated fair values, we review the assumptions to ensure that neither the income approach nor the market
approach provides significantly different valuations. If the estimated fair value exceeds the carrying value, no further work
is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, the goodwill of the
reporting unit is potentially impaired and then the second step would be completed to measure the impairment loss by calculating
the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized
intangible assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than
the carrying value of goodwill, an impairment loss would be recognized.
Key assumptions used in the income and market approaches are updated when the analysis is performed for each reporting
unit. Various assumptions are utilized including forecasted operating results, strategic plans, economic projections, anticipated
future cash flows, the weighted-average cost of capital, comparable transactions, market data and earnings multiples. While
we use reasonable and timely information to prepare our cash flow and discount rate assumptions, actual future cash flows or
market conditions could differ significantly and could result in future non-cash impairment charges related to recorded good-
will balances.
We have 33 reporting units with individual goodwill amounts ranging from zero to $2.2 billion. In 2016, we performed our
annual impairment test in the fourth quarter for all reporting units, excluding those acquired in the fourth quarter of 2016. We
conducted our analysis qualitatively and assessed whether it was more likely than not that the respective fair value of these
reporting units was less than the carrying amount. We determined that impairment of goodwill was not likely in 28 of our
reporting units and thus we were not required to perform a quantitative analysis for these reporting units. For the remaining
five reporting units we performed our quantitative analysis and concluded that the fair value of each of these five reporting
units was substantially in excess of its carrying value with no impairment indicated as of December 31, 2016. Recently acquired
reporting units generally represent the highest risk of impairment, which typically decreases as the businesses are integrated
into our enterprise. Negative industry or economic trends, disruptions to our business, actual results significantly below pro-
jections, unexpected significant changes or planned changes in the use of the assets, divestitures and market capitalization
declines may have a negative effect on the fair value of our reporting units.
Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if appli-
cable, occurs over their estimated useful lives. Trade names that are determined to have an indefinite useful economic life are
not amortized, but separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an
event occurs that indicates the fair value is more likely than not below the carrying value. We first qualitatively assess whether
the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of
a reporting unit is less than its carrying amount. If necessary, we conduct a quantitative review using the relief-from-royalty
method, which we believe to be an acceptable methodology due to its common use by valuations specialists in determining the
fair value of intangible assets. This methodology assumes that, in lieu of ownership, a third party would be willing to pay a royalty
in order to exploit the related benefits of these assets. The fair value of each trade name is determined by applying a royalty
rate to a projection of net sales discounted using a risk-adjusted rate of capital. Each royalty rate is determined based on the
profitability of the reporting unit to which it relates and observed market royalty rates. Sales growth rates are determined after
considering current and future economic conditions, recent sales trends, discussions with customers, planned timing of new
product launches or other variables. Reporting units resulting from recent acquisitions generally represent the highest risk of
impairment, which typically decreases as the businesses are integrated into our enterprise and positioned for improved future
sales growth.
22
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
The assessment of fair value for impairment purposes requires significant judgments to be made by management. Although
our forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and
estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected
results attributable to the reporting units. Changes in estimates or the application of alternative assumptions could produce
significantly different results. No impairment resulted from the annual reviews performed in 2016.
We evaluate whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of
the remaining life of such assets, when certain indicators of impairment are present. In the event that facts and circumstances
indicate that the cost or remaining period of amortization of any asset may be impaired, an evaluation of recoverability would
be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset
would be compared to the asset’s carrying amount to determine if a write-down to fair value or a revision in the remaining
amortization period is required.
RESULTS OF OPERATIONS
The following table sets forth selected information for the years indicated. Dollar amounts are in thousands and percentages
are of net sales. Percentages may not foot due to rounding.
Net sales:
Medical & Scientific Imaging(1)
RF Technology(2)
Industrial Technology(3)
Energy Systems & Controls
Total
Gross margin:
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Total
Segment operating margin:
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Total
Corporate administrative expenses
Income from continuing operations
Interest expense, net
Other income/(expense)
Income from continuing operations before taxes
Income taxes
Net earnings
Years ended December 31,
2016
2015
2014
$1,362,813
1,210,264
706,625
510,223
$1,215,318
1,033,951
745,381
587,745
$1,080,309
950,227
827,145
691,813
$3,789,925
$3,582,395
$3,549,494
73.2%
56.7
50.6
57.1
61.5%
35.0%
30.8
28.7
25.4
31.2%
(3.4)%
27.9
(2.9)
(0.1)
24.8
(7.4)
17.4%
74.0%
53.4
49.8
58.1
60.4%
36.4%
30.2
28.8
27.6
31.6%
(2.9)%
28.7
(2.4)
1.6
28.0
(8.5)
19.4%
72.1%
52.8
50.5
58.3
59.2%
34.8%
28.5
29.9
29.3
30.9%
(2.8)%
28.2
(2.2)
—
26.0
(7.8)
18.2%
(1) Includes results from the acquisitions of Innovative Product Achievements LLC from August 5, 2014, Strategic Healthcare Programs Holdings LLC from
August 14, 2014, Strata Decision Technologies LLC from January 21, 2015, SoftWriters Inc. from February 9, 2015, Data Innovations LLC from March 4, 2015,
Atlantic Health Partners LLC from September 4, 2015, Atlas Database Software Corp. from October 26, 2015, CliniSys from January 7, 2016, PCI Medical from
March 17, 2016, GeneInsight from April 1, 2016 and UNIConnect from November 10, 2016.
(2) Includes results from the acquisitions of Foodlink Holdings Inc. from July 2, 2014, On Center Software LLC from July 20, 2015, RF Ideas Inc. from September 1,
2015, Aderant Holdings Inc. from October 21, 2015, Black Diamond Advanced Technologies through March 20, 2015, ConstructConnect from October 31, 2016
and Deltek from December 28, 2016.
(3) Includes results from Abel Pumps through October 2, 2015.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
23
YEAR ENDED DECEMBER 31, 2016 COMPARED TO YEAR ENDED DECEMBER 31, 2015
Net sales for the year ended December 31, 2016 were $3.79 billion as compared to sales of $3.58 billion for the year ended
December 31, 2015, an increase of 5.8%. The increase was the result of contributions from acquisitions of 6.8%, negative organic
growth of 0.3% and a negative foreign exchange impact of 0.7%.
Our Medical & Scientific Imaging segment reported a $147 million or 12% increase in net sales for the year ended December 31,
2016 over the year ended December 31, 2015. Acquisitions contributed 9%, organic sales increased 4% and the negative foreign
exchange impact was 1%. The increase in organic sales was due to increased sales in our medical businesses, led by NDI and
Verathon. Gross margin decreased to 73.2% in the year ended December 31, 2016 from 74.0% in the year ended December 31,
2015, due primarily to product mix. Selling, general and administrative (“SG&A”) expenses as a percentage of net sales
increased to 38.2% in the year ended December 31, 2016 as compared to 37.7% in the year ended December 31, 2015, due to
a higher SG&A structure in our medical businesses. Operating margin was 35.0% in the year ended December 31, 2016 as
compared to 36.4% in the year ended December 31, 2015.
In our RF Technology segment, net sales for the year ended December 31, 2016 increased by $176 million or 17% over the year
ended December 31, 2015. Acquisitions net of the divestiture of the Black Diamond Advanced Technology business added 15%,
organic sales increased by 3%, and the negative foreign exchange impact was 1%. The increase in organic sales was due pri-
marily to increased sales in our software businesses offset in part by the completion of large service contracts in our toll and
traffic businesses in 2015. Gross margin was 56.7% in 2016 as compared to 53.4% in the prior year due to product mix in our
toll and traffic businesses as well as an increased percentage of sales at our software businesses which have a higher gross
margin. SG&A expenses as a percentage of sales in the year ended December 31, 2016 increased to 25.9%, as compared to 23.3%
in the prior year due primarily to an increased percentage of sales at our software businesses which have a higher SG&A
structure. Operating margin was 30.8% in 2016 as compared to 30.2% in 2015.
Net sales for our Industrial Technology segment decreased by $39 million or 5.2% for the year ended December 31, 2016 from
the year ended December 31, 2015. The divestiture of the Abel Pumps business in 2015 accounted for a negative 3.1%, organic
sales decreased by 1.5% and the negative foreign exchange impact was 0.6%. The decrease in organic sales was due primarily
to decreased sales in those fluid handling businesses that serve oil and gas markets, offset in part by increased sales in our
water metering business. Gross margin increased to 50.6% for the year ended December 31, 2016 as compared to 49.8% in the
year ended December 31, 2015 due to product mix. SG&A expenses as a percentage of net sales were 21.9%, as compared to
21.0% in the prior year, due primarily to negative leverage on lower sales volume. The resulting operating margin was 28.7% in
the year ended December 31, 2016 as compared to 28.8% in the year ended December 31, 2015.
In our Energy Systems & Controls segment, net sales for the year ended December 31, 2016 decreased by $78 million or
13% from the year ended December 31, 2015. Organic sales decreased by 12% due to decreased sales in oil and gas products,
including safety systems and valves, and the negative foreign exchange impact was 1%. Gross margin decreased to 57.1% in
the year ended December 31, 2016 as compared to 58.1% in the year ended December 31, 2015 and SG&A expenses as a per-
centage of net sales increased to 31.7% as compared to 30.5% in the prior year, both of which were due to negative leverage on
lower sales volume. Operating margin was 25.4% in the year ended December 31, 2016 as compared to 27.6% in the year ended
December 31, 2015.
Corporate expenses increased by $24.7 million to $127.5 million, or 3.4% of sales, in 2016 as compared to $102.8 million, or
2.9% of sales, in 2015. The increase was due primarily to increased equity compensation costs as a result of both an increase
in the number of shares granted in the current year and increases in our common stock price and increased costs related to
acquisitions.
Interest expense increased $27.3 million, or 32.5%, for the year ended December 31, 2016 compared to the year ended
December 31, 2015. The increase is due primarily to higher average debt balances to fund current year acquisitions as well as
higher average interest rates throughout 2016.
Other expense of $1.5 million for the year ended December 31, 2016 was composed primarily of foreign exchange losses at our
non-U.S. based companies, offset in part by royalty income. Other income of $58.7 million for the year ended December 31, 2015
was composed primarily of the $70.9 million gain from the divestiture of Abel Pumps (see Note 2 of the Notes to Consolidated
Financial Statements included in this Annual Report), offset in part by a $9.5 million impairment charge on a minority investment.
During 2016, our effective income tax rate was 30.0%, which was 60 basis points lower than the 2015 rate of 30.6%. The decrease
was due to the recognition of $15.3 million in excess tax benefits in the current year in accordance with an ASU related to stock
compensation adopted in the first quarter of 2016 (see Note 1 of the Notes to Consolidated Financial Statements), as well as
the non-recurrence of the 2015 taxable gain on the divestiture of Abel Pumps which was partially offset by discrete tax benefits
from settlements of tax matters in 2015.
At December 31, 2016, the functional currencies of most of our non-U.S. subsidiaries were weaker, and the Canadian dollar was
stronger, against the U.S. dollar compared to currency exchange rates at December 31, 2015. The net result of these changes
led to a pre-tax decrease in the foreign exchange component of comprehensive earnings of $115 million in the year ended
December 31, 2016. Approximately $52 million of this amount related to goodwill and is not expected to directly affect our pro-
jected future cash flows. For the entire year of 2016, operating profit decreased by less than 1% due to fluctuations in non-U.S.
currencies.
24
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
The following table summarizes our net order information for the years ended December 31, 2016 and 2015 (dollar amounts
in thousands).
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Total
2016
2015
Change
$1,399,007
1,278,246
704,622
514,300
$1,235,143
1,024,999
731,810
555,672
$3,896,175
$3,547,624
13.3%
24.7
(3.7)
(7.4)
9.8%
The increase in orders was due to orders from acquisitions which added 8%, organic growth of 3% and a 1% negative foreign
exchange impact.
The following table summarizes order backlog information at December 31, 2016 and 2015 (dollar amounts in thousands). We
include in backlog only orders that are expected to be recognized as revenue within twelve months. The increase in backlog
was due to acquisitions which added 37% and internal growth of 10%.
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Total
2016
2015
Change
$ 423,616
991,212
65,259
92,309
$ 373,213
538,877
68,002
90,365
$1,572,396
$1,070,457
13.5%
83.9
(4.0)
2.2
46.9%
YEAR ENDED DECEMBER 31, 2015 COMPARED TO YEAR ENDED DECEMBER 31, 2014
Net sales for the year ended December 31, 2015 were $3.58 billion as compared to sales of $3.55 billion for the year ended
December 31, 2014, an increase of 1%. The increase was the result of contributions from acquisitions of 4%, negative organic
growth of 0.3% and a negative foreign exchange impact of 3%.
Our Medical & Scientific Imaging segment reported a $135 million or 12.5% increase in net sales for the year ended December 31,
2015 over the year ended December 31, 2014. Acquisitions contributed 11.5%, organic sales increased 3.8% and the negative
foreign exchange impact was 2.8%. The increase in organic sales was due to increased sales in our medical businesses, led by
Verathon and Managed Health Care Associates (“MHA”). Gross margin increased to 74.0% in the year ended December 31, 2015
from 72.1% in the year ended December 31, 2014, due primarily to additional sales from medical products which have a higher
gross margin. Selling, general and administrative (“SG&A”) expenses as a percentage of net sales were relatively unchanged at
37.7% in the year ended December 31, 2015 as compared to 37.4% in the year ended December 31, 2014. Operating margin was
36.4% in the year ended December 31, 2015 as compared to 34.8% in the year ended December 31, 2014.
In our RF Technology segment, net sales for the year ended December 31, 2015 increased by $84 million or 9% over the year
ended December 31, 2014. Organic sales increased by 6%, acquisitions net of the divestiture of the Black Diamond Advanced
Technology business added 4% and the negative foreign exchange impact was 1%. The increase in organic sales was due pri-
marily to growth in our toll and traffic and freight matching businesses. Gross margin was 53.4% in 2015 as compared to 52.8%
in the prior year due to leverage on higher sales volume and product mix. SG&A expenses as a percentage of sales in the year
ended December 31, 2015 were 23.3%, a decrease from 24.3% in the prior year due to operating leverage on higher sales volume.
Operating margin was 30.2% in 2015 as compared to 28.5% in 2014.
Net sales for our Industrial Technology segment decreased by $82 million or 10% for the year ended December 31, 2015 from
the year ended December 31, 2014. Organic sales decreased by 4%, the negative foreign exchange impact was 4% and the
divestiture of the Abel Pumps business accounted for a negative 2%. The decrease in organic sales was due primarily to
decreased sales in those fluid handling businesses that serve oil and gas markets. Gross margin decreased to 49.8% for the
year ended December 31, 2015 as compared to 50.5% in the year ended December 31, 2014 due to negative leverage on lower
sales volume. SG&A expenses as a percentage of net sales were 21.0%, as compared to 20.5% in the prior year, due primarily
to negative leverage on lower sales volume. The resulting operating margin was 28.8% in the year ended December 31, 2015
as compared to 29.9% in the year ended December 31, 2014.
In our Energy Systems & Controls segment, net sales for the year ended December 31, 2015 decreased by $104 million or 15%
from the year ended December 31, 2014. Organic sales decreased by 10% due to decreased sales in oil and gas products,
including safety systems and valves, and the negative foreign exchange impact was 5%. Gross margin was relatively unchanged
at 58.1% in the year ended December 31, 2015, compared to 58.3% in the year ended December 31, 2014. SG&A expenses as
a percentage of net sales were 30.5% as compared to 28.9% in the prior year due to negative leverage on lower sales volume.
Operating margin was 27.6% in the year ended December 31, 2015 as compared to 29.3% in the year ended December 31, 2014.
Corporate expenses increased by $4.6 million to $102.8 million, or 2.9% of sales, in 2015 as compared to $98.2 million, or 2.8%
of sales, in 2014. The increase was due primarily to increased costs related to acquisitions.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
25
Interest expense increased $5.6 million, or 7.1%, for the year ended December 31, 2015 compared to the year ended December 31,
2014. The increase is due primarily to higher average debt balances offset in part by lower average interest rates throughout 2015.
Other income of $58.7 million for the year ended December 31, 2015 was composed primarily of the $70.9 million gain from the
divestiture of Abel Pumps (see Note 2 of the Notes to Consolidated Financial Statements included in this Annual Report), offset
in part by a $9.5 million impairment charge on a minority investment. Other income of $0.6 million for the year ended December 31,
2014 was composed of royalty income and foreign exchange gains at our non-U.S. based companies, offset in part by losses
from asset disposals.
During 2015, our effective income tax rate was 30.6%, which was 70 basis points higher than the 2014 rate of 29.9%. The taxable
gain on the divestiture of Abel Pumps led to an increase of 130 basis points, and was offset in part by discrete tax benefits from
settlements of tax matters.
At December 31, 2015, the functional currencies of most of our non-U.S. subsidiaries were weaker against the U.S. dollar com-
pared to currency exchange rates at December 31, 2014. The net result of these changes led to a pre-tax decrease in the foreign
exchange component of comprehensive earnings of $146 million in the year ended December 31, 2015. Approximately $62 million
of this amount related to goodwill and is not expected to directly affect our projected future cash flows. For the entire year of
2015, operating profit decreased by approximately 2% due to fluctuations in non-U.S. currencies.
The following table summarizes our net order information for the years ended December 31, 2015 and 2014 (dollar amounts
in thousands).
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Total
2015
2014
Change
$1,235,143
1,024,999
731,810
555,672
$1,081,190
955,831
808,921
692,136
$3,547,624
$3,538,078
14.2%
7.2
(9.5)
(19.7)
0.3%
The increase in orders was due to orders from acquisitions which added 5%, offset by negative organic growth of 2% and a 3%
negative foreign exchange impact.
The following table summarizes order backlog information at December 31, 2015 and 2014 (dollar amounts in thousands). We
include in backlog only orders that are expected to be recognized as revenue within twelve months.
Medical & Scientific Imaging
RF Technology
Industrial Technology
Energy Systems & Controls
Total
2015
2014
Change
$ 373,213
538,877
68,002
90,365
$ 296,098
520,727
97,507
126,838
$1,070,457
$1,041,170
26.0%
3.5
(30.3)
(28.8)
2.8%
FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES
Selected cash flows for the years ended December 31, 2016, 2015 and 2014 are as follows (in millions):
Cash provided by/(used in):
Operating activities
Investing activities
Financing activities
2016
2015
2014
$ 964
(3,753)
2,805
$ 929
(1,698)
996
$ 840
(348)
(298)
Operating activities—The increase in cash provided by operating activities in 2016 was primarily due to increased earnings net
of non-cash charges and higher deferred revenue balances due to an increased percentage of revenue from software and
other subscription based products, offset in part by income tax payments in the first quarter of 2016 related to the gain on the
sale of the Abel Pumps business in the fourth quarter of 2015. The increase in cash provided by operating activities in 2015
was due to increased earnings net of intangible amortization related to acquisitions, the collection of $49 million of receivables
due from the Puerto Rico Highways and Transportation Authority and higher deferred revenue balances due to an increased
percentage of revenue from software and other subscription based products.
Investing activities—Cash used in investing activities during 2016, 2015 and 2014 was primarily for business acquisitions. Cash
received from investing activities in 2015 was primarily proceeds from the sale of the Abel Pumps business.
Financing activities—Cash used in financing activities in all periods presented was primarily debt repayments as well as divi-
dends paid to stockholders. Cash provided by financing activities during 2016 was primarily from the issuance of $1.2 billion of
senior notes and revolving debt borrowings for acquisitions. Cash provided by financing activities during 2015 was primarily the
issuance of $900 million of senior notes and revolving debt borrowings for acquisitions.
26
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Net working capital (current assets, excluding cash, less total current liabilities, excluding debt) was a negative $25 million at
December 31, 2016 compared to $126 million at December 31, 2015, due primarily to increases in deferred revenue balances
due to an increased percentage of revenue from software and other subscription based products. We acquired negative net
working capital of $128 million through business acquisitions during 2016. The negative acquired working capital was due pri-
marily to $203 million in deferred revenue balances.
Total debt was $6.2 billion at December 31, 2016 (51.8% of total capital) compared to $3.3 billion at December 31, 2015 (38.3%
of total capital). Our increased debt at December 31, 2016 compared to December 31, 2015 was due to debt borrowings for 2016
acquisitions.
On December 19, 2016, we completed a public offering of $500 million aggregate principal amount of 2.80% senior unsecured
notes due December 15, 2021, issued at 99.843% of their principal amount, and $700 million aggregate principal amount of
3.80% senior unsecured notes due December 15, 2026, issued at 99.984% of their principal amount. Net proceeds of $1.19 billion
were used in the acquisition of Deltek (see Note 2 of the Notes to Consolidated Financial Statements). The senior notes are
unsecured senior obligations of the Company and rank senior in right of payment with all of our existing and future subordinated
indebtedness and rank equally in right of payment with all of our existing and future unsecured senior indebtedness. The notes
are effectively subordinated to any of our existing and future secured indebtedness to the extent of the value of the collateral
securing such indebtedness. The notes are not guaranteed by any of our subsidiaries and are effectively subordinated to all
existing and future indebtedness and other liabilities of our subsidiaries.
The notes bear interest at a fixed rate of 2.80% and 3.80% per year, respectively, payable semi-annually in arrears on June 15
and December 15 of each year, beginning June 15, 2017.
We may redeem some or all of these notes at any time or from time to time, at 100% of their principal amount, plus a make-whole
premium based on a spread to U.S. Treasury securities.
On September 23, 2016, we entered into a new five-year unsecured credit facility (the “2016 Facility”) with JPMorgan Chase
Bank, N.A., as administrative agent, and a syndicate of lenders, which replaced our previous unsecured credit facility, dated
as of July 27, 2012, as amended as of October 28, 2015 (the “2012 Facility”). The 2016 Facility comprises a five year $2.50 billion
revolving credit facility, which includes availability of up to $150.0 million for letters of credit. We may also, subject to compliance
with specified conditions, request term loans or additional revolving credit commitments in an aggregate amount not to exceed
$500 million. We recorded as other expense a $0.9 million non-cash debt extinguishment charge in the fourth quarter related
to the early termination of the 2012 Facility, which represented the unamortized fees associated with the 2012 Facility.
The 2016 Facility contains various affirmative and negative covenants which, among other things, limit our ability to incur new
debt, enter into certain mergers and acquisitions, sell assets and grant liens, make restricted payments (including the payment
of dividends on our common stock) and capital expenditures, or change our line of business. We also are subject to financial
covenants which require us to limit our consolidated total leverage ratio and to maintain a consolidated interest coverage ratio.
The most restrictive covenant is the consolidated total leverage ratio which is limited to 3.5 to 1.
On December 2, 2016, we amended the 2016 Facility to allow the consolidated total leverage ratio to be increased, no more than
twice during the term of the 2016 Facility, to 4.0 to 1 for a consecutive four quarter fiscal period per increase (or, for any portion
of such four quarter fiscal period in which the maximum would be 4.25 to 1 pursuant to the 2016 facility amendment, 4.25 to 1).
In conjunction with the Deltek acquisition (see Note 2 of the Notes to Consolidated Financial Statements), we increased the
maximum consolidated total leverage ratio covenant to 4.25 to 1 through June 30, 2017 and 4.00 to 1 through December 31, 2017.
At December 31, 2016, we had $4.3 billion of senior unsecured notes and $1.93 billion of outstanding revolver borrowings. In
addition, we had $3.0 million of other debt in the form of capital leases and several smaller facilities that allow for borrowings
or the issuance of letters of credit in foreign locations to support our non-U.S. businesses. We had $74.1 million of outstanding
letters of credit at December 31, 2016, of which $34.8 million was covered by our lending group, thereby reducing our revolving
credit capacity commensurately.
We were in compliance with all debt covenants related to our credit facility throughout the years ended December 31, 2016
and 2015.
See Note 8 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding
our credit facility and senior notes.
Cash and cash equivalents at our foreign subsidiaries at December 31, 2016 totaled $557 million. Repatriation of these funds
under current regulatory and tax law for use in domestic operations would expose us to additional taxes. We consider this
cash to be permanently reinvested. We expect existing cash and cash equivalents, cash generated by our U.S. operations, our
unsecured credit facility, as well as our expected ability to access the capital markets, will be sufficient to fund operating
requirements in the U.S. for the foreseeable future.
Capital expenditures of $37.3 million, $36.3 million and $37.6 million were incurred during 2016, 2015 and 2014, respectively.
In the future, we expect capital expenditures as a percentage of sales to be between 1.0% and 1.5% of annual net sales.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
27
CONTRACTUAL CASH OBLIGATIONS AND OTHER COMMERCIAL COMMITMENTS AND CONTINGENCIES
The following tables quantify our contractual cash obligations and commercial commitments at December 31, 2016 (in thousands).
Contractual Cash Obligations(1)
Total
2017
2018
2019
2020
2021
Thereafter
Payments Due in Fiscal Year
Long-term debt
Senior note interest
Capital leases
Operating leases
Total
Other Commercial Commitments
$6,230,003
719,557
2,986
248,530
$400,003
139,900
1,592
60,536
$800,000
129,325
840
46,080
$500,000
106,608
470
35,341
$600,000
85,025
147
29,726
$500,000
67,269
—
25,177
$3,430,000
191,430
—
51,670
$7,201,076
$602,031
$976,245
$642,356
$714,898
$592,446
$3,673,100
Total
Amount
Committed
Amounts Expiring in Fiscal Year
2017
2018
2019
2020
2021
Thereafter
Standby letters of credit and bank guarantees
$ 74,071
$ 26,223
$ 1,961
$
428
$
104
$ 33,642
$
11,713
(1) We have excluded $29 million related to the liability for uncertain tax positions from the tables as the current portion is not material, and we are not able
to reasonably estimate the timing of the long-term portion of the liability. See Note 7 of the Notes to Consolidated Financial Statements included in this
Annual Report.
As of December 31, 2016, we had $521 million of outstanding surety bonds. Certain contracts, primarily those involving public
sector customers, require us to provide a surety bond as a guarantee of its performance of contractual obligations.
We believe that internally generated cash flows and the remaining availability under our credit facility will be adequate to
finance normal operating requirements and future acquisition activities. Although we maintain an active acquisition program,
any future acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such
acquisitions will occur and what the impact will be on our activities, financial condition and results of operations. We may also
explore alternatives to attract additional capital resources.
We anticipate that our businesses will generate positive cash flows from operating activities, and that these cash flows will
permit the reduction of currently outstanding debt in accordance with the repayment schedule. However, the rate at which we
can reduce our debt during 2017 (and reduce the associated interest expense) will be affected by, among other things, the
financing and operating requirements of any new acquisitions and the financial performance of our existing companies. None
of these factors can be predicted with certainty.
OFF-BALANCE SHEET ARRANGEMENTS
At December 31, 2016 and 2015, we did not have any relationships with unconsolidated entities or financial partnerships, such
as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose
of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
RECENTLY ISSUED ACCOUNTING STANDARDS
See Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report for information regarding the
effect of new accounting pronouncements on our financial statements.
28
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
ITEM 7A | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to interest rate risks on our outstanding revolving credit borrowings, and to foreign currency exchange risks
on our transactions denominated in currencies other than the U.S. dollar. We are also exposed to equity market risks pertaining
to the traded price of our common stock.
At December 31, 2016, we had $4.3 billion of fixed rate borrowings with interest rates ranging from 1.85% to 6.25%. At
December 31, 2016, the prevailing market rates for our long-term notes were between 0.9% higher and 2.9% lower than the
fixed rates on our debt instruments. Our credit facility contains a $2.5 billion variable-rate revolver with $1.93 billion of outstand-
ing borrowings at December 31, 2016.
Several of our businesses have transactions and balances denominated in currencies other than the U.S. dollar. Most of these
transactions or balances are denominated in euros, Canadian dollars, British pounds or Danish kroner. Sales by companies
whose functional currency was not the U.S. dollar were 20% of our total sales in 2016 and 61% of these sales were by companies
with a European functional currency. If these currency exchange rates had been 10% different throughout 2016 compared to
currency exchange rates actually experienced, the impact on our net earnings would have been approximately 2%.
The trading price of our common stock influences the valuation of stock award grants and the effects these grants have on our
results of operations. The stock price also influences the computation of potentially dilutive common stock which includes both
stock awards and the premium over the conversion price on senior subordinated convertible notes to determine diluted earnings
per share. The stock price also affects our employees’ perceptions of programs that involve our common stock. We believe the
quantification of the effects of these changing prices on our future earnings and cash flows is not readily determinable.
ITEM 8 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Consolidated Financial Statements:
Page
Report of Independent Registered Certified Public Accounting Firm (PricewaterhouseCoopers LLP) . . . . . . . . . . . . . . . . . . . . . 30
Consolidated Balance Sheets as of December 31, 2016 and 2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
Consolidated Statements of Earnings for the Years ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Consolidated Statements of Comprehensive Income for the Years ended December 31, 2016, 2015 and 2014. . . . . . . . . . . . . . . 32
Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . 33
Consolidated Statements of Cash Flows for the Years ended December 31, 2016, 2015 and 2014 . . . . . . . . . . . . . . . . . . . . . . . . . 34
Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Supplementary Data:
Schedule II—Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2016, 2015 and 2012 . . . . . . . 52
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
29
REPORT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
To the Stockholders of Roper Technologies, Inc.:
k
In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of compre-
hensive income, of stockholders’ equity, and of cash flows, present fairly, in all material respects, the financial position of
Roper Technologies, Inc. and its subsidiaries (the “Company”) at December 31, 2016 and December 31, 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. In addition, in our opinion, the financial statement
schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth
therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company main-
tained, in all material respects, effective internal control over financial reporting 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 (COSO). The Company’s management is responsible for these financial statements and financial state-
ment schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness
of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting
appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement
schedule and on the Company’s internal control over financial reporting based on our integrated 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 audits to obtain reasonable assurance about whether the financial statements are free of
material misstatement and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements, assessing the accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining
an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing
and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a
reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed 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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispo-
sitions of the assets of the company; (ii) 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 expen-
ditures of the company are being made only in accordance with authorizations of management and directors of the company;
and (iii) 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 its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. As described
in Management’s Report on Internal Control over Financial Reporting, management has excluded acquisitions completed during
2016 from its assessment of internal control over financial reporting as of December 31, 2016 because they were acquired by
the Company in purchase business combinations during 2016. We have also excluded acquisitions completed during 2016 from
our audit of internal control over financial reporting. These acquisitions are wholly-owned subsidiaries whose total assets and
total revenues represent 2.1% and 2.6%, respectively, of the related consolidated financial statement amounts as of and for the
year ended December 31, 2016.
/s/ PricewaterhouseCoopers LLP
February 27, 2017
Tampa, Florida
30
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
December 31, 2016 and 2015
Assets
Cash and cash equivalents
Accounts receivable, net
Inventories, net
Income taxes receivable
Unbilled receivables
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Deferred taxes
Other assets
Total assets
Liabilities and Stockholders’ Equity
Accounts payable
Accrued compensation
Deferred revenue
Other accrued liabilities
Income taxes payable
Current portion of long-term debt, net
Total current liabilities
Long-term debt, net of current portion
Deferred taxes
Other liabilities
Total liabilities
Commitments and contingencies (Note 12)
Stockholders’ equity:
Preferred stock, $0.01 par value per share; 1,000 shares authorized; none outstanding
Common stock, $0.01 par value per share; 350,000 shares authorized; 103,578 shares
issued and 101,672 outstanding at December 31, 2016 and 102,795 shares issued and
100,870 outstanding at December 31, 2015
Additional paid-in capital
Retained earnings
Accumulated other comprehensive earnings
Treasury stock, 1,906 shares at December 31, 2016 and 1,925 shares at December 31, 2015
Total stockholders’ equity
Total liabilities and stockholders’ equity
See accompanying notes to consolidated financial statements.
2016
2015
$
757,200
619,854
181,952
31,679
129,965
55,851
1,776,501
141,318
8,647,142
3,655,843
30,620
73,503
$
778,511
488,271
189,868
—
122,042
39,355
1,618,047
105,510
5,824,726
2,528,996
31,532
59,554
$14,324,927
$10,168,365
$
152,067
161,730
488,399
219,339
22,762
400,975
1,445,272
5,808,561
1,178,205
104,024
8,536,062
$
139,737
119,511
267,030
168,513
18,532
6,805
720,128
3,264,417
810,856
74,017
4,869,418
—
—
1,036
1,489,067
4,642,402
(324,739)
(18,901)
5,788,865
1,028
1,419,262
4,110,530
(212,779)
(19,094)
5,298,947
$14,324,927
$10,168,365
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
31
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
Years ended December 31, 2016, 2015 and 2014
(Dollar and share amounts in thousands, except per share data)
Net sales
Cost of sales
Gross profit
Selling, general and administrative expenses
Income from operations
Interest expense, net
Loss on extinguishment of debt
Other income/(expense), net
Earnings before income taxes
Income taxes
Net earnings
Earnings per share:
Basic
Diluted
Weighted-average common shares outstanding:
Basic
Diluted
See accompanying notes to consolidated financial statements.
Years ended December 31,
2016
2015
2014
$3,789,925
1,457,515
$3,582,395
1,417,749
2,332,410
1,277,847
1,054,563
111,559
871
(1,481)
940,652
282,007
2,164,646
1,136,728
1,027,918
84,225
—
58,652
1,002,345
306,278
$3,549,494
1,447,595
2,101,899
1,102,426
999,473
78,637
—
620
921,456
275,423
$ 658,645
$ 696,067
$ 646,033
$
$
6.50
6.43
$
$
6.92
6.85
$
$
6.47
6.40
101,291
102,464
100,616
101,597
99,916
100,884
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years ended December 31, 2016, 2015 and 2014
(in thousands)
Net earnings
Other comprehensive income, net of tax:
Foreign currency translation adjustments
Unrecognized pension gain
Total other comprehensive loss, net of tax
Comprehensive income
See accompanying notes to consolidated financial statements.
Years ended December 31,
2016
2015
2014
$ 658,645
$ 696,067
$ 646,033
(111,960)
—
(111,960)
(139,789)
(1,063)
(140,852)
(115,010)
—
(115,010)
$ 546,685
$ 555,215
$ 531,023
32
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Years ended December 31, 2016, 2015 and 2014
(in thousands, except per share data)
Shares
Amount
Common stock
Additional
paid-in
capital
Retained
earnings
Accumulated
other
comprehensive
earnings
Treasury
stock
Total
stockholders’
equity
Balances at December 31, 2013
99,312
$1,013
$ 1,229,233 $ 2,959,196
$ 43,083
$ (19,475)
$ 4,213,050
Net earnings
Stock option exercises
Treasury stock sold
Currency translation adjustments,
net of $3,916 tax
Stock based compensation
Restricted stock activity
Stock option tax benefit,
net of shortfalls
Conversion of senior subordinated
convertible notes
Dividends declared ($0.85 per share)
—
581
20
—
—
213
—
—
—
—
6
—
—
—
2
—
—
—
—
32,517
2,549
—
63,025
(22,064)
21,481
(1,403)
—
646,033
—
—
—
—
—
—
—
(85,028)
—
—
—
(115,010)
—
—
—
—
—
—
—
202
—
—
—
—
—
—
646,033
32,523
2,751
(115,010)
63,025
(22,062)
21,481
(1,403)
(85,028)
Balances at December 31, 2014
100,126
$1,021
$ 1,325,338 $ 3,520,201
$ (71,927)
$ (19,273)
$ 4,755,360
Net earnings
Stock option exercises
Treasury stock sold
Currency translation adjustments,
net of $6,658 tax
Stock based compensation
Restricted stock activity
Stock option tax benefit,
net of shortfalls
Conversion of senior subordinated
convertible notes
Post-retirement benefit plan
adjustments
Dividends declared ($1.05 per share)
—
402
18
—
—
324
—
—
—
—
—
4
—
—
—
3
—
—
—
—
—
33,002
2,710
—
61,766
(14,697)
22,175
(11,032)
696,067
—
—
—
—
—
—
—
—
—
—
(139,789)
—
—
—
—
—
—
—
(105,738)
(1,063)
—
—
—
179
—
—
—
—
—
—
—
696,067
33,006
2,889
(139,789)
61,766
(14,694)
22,175
(11,032)
(1,063)
(105,738)
Balances at December 31, 2015
100,870
$1,028
$ 1,419,262 $ 4,110,530
$ (212,779)
$ (19,094)
$ 5,298,947
Net earnings
Stock option exercises
Treasury stock sold
Currency translation adjustments,
net of $2,570 tax
Stock based compensation
Restricted stock activity
Stock option tax benefit,
net of shortfalls
Conversion of senior subordinated
convertible notes
Dividends declared ($1.25 per share)
—
372
19
—
—
411
—
—
—
—
4
—
—
—
4
—
—
—
—
27,970
3,147
—
77,860
(17,980)
(8,081)
658,645
—
—
—
—
—
—
(13,111)
—
—
(126,773)
—
—
—
(111,960)
—
—
—
—
—
—
—
193
—
—
—
—
—
—
658,645
27,974
3,340
(111,960)
77,860
(17,976)
(8,081)
(13,111)
(126,773)
Balances at December 31, 2016
101,672
$1,036
$1,489,067 $4,642,402
$(324,739)
$(18,901)
$5,788,865
See accompanying notes to consolidated financial statements.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
33
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31, 2016, 2015 and 2014
(in thousands)
Cash flows from operating activities:
Net earnings
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment
Amortization of intangible assets
Amortization of deferred financing costs
Non-cash stock compensation
Gain on disposal of a business
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable
Unbilled receivables
Inventories
Accounts payable and accrued liabilities
Deferred revenue
Income taxes
Other, net
Cash provided by operating activities
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired
Capital expenditures
Capitalized software expenditures
Proceeds from disposal of a business
Proceeds from sale of assets
Other, net
Cash used in investing activities
Cash flows from financing activities:
Proceeds from senior notes
Borrowings/(payments) under revolving line of credit, net
Principal payments on convertible notes
Debt issuance costs
Cash dividends to stockholders
Treasury stock sales
Stock award tax excess windfall benefit
Proceeds from stock based compensation, net
Redemption premium on convertible debt
Other
Cash provided by/(used in) financing activities
Effect of exchange rate changes on cash
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents, beginning of year
Cash and cash equivalents, end of year
Supplemental disclosures:
Cash paid for:
Interest
Income taxes, net of refunds received
Noncash investing activities:
Net assets of businesses acquired:
Fair value of assets, including goodwill
Liabilities assumed
Cash paid, net of cash acquired
See accompanying notes to consolidated financial statements.
34
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Years ended December 31,
2016
2015
2014
$ 658,645
$ 696,067
$ 646,033
37,299
203,154
5,612
78,827
—
(20,734)
(1,202)
6,353
20,176
25,190
(47,589)
(1,946)
963,785
38,185
166,076
4,136
61,766
(70,860)
52,597
(21,844)
(1,150)
(8,392)
8,239
3,069
936
40,890
156,394
4,003
63,027
—
(404)
(10,305)
6,349
7,747
(28,202)
(46,619)
1,528
928,825
840,441
(3,721,758)
(37,305)
(2,801)
—
870
8,138
(1,762,883)
(36,260)
(2,439)
105,624
1,126
(3,500)
(3,752,856)
(1,698,332)
1,200,000
1,750,000
(4,284)
(17,266)
(121,130)
3,340
—
9,998
(14,166)
(1,229)
2,805,263
(37,503)
(21,311)
778,511
900,000
180,000
(4,006)
(8,044)
(100,334)
2,889
22,228
18,312
(13,126)
(1,677)
996,242
(58,654)
168,081
610,430
(305,379)
(37,644)
(2,588)
—
1,506
(4,000)
(348,105)
—
(250,000)
(561)
—
(79,859)
2,751
21,081
10,463
(1,518)
(461)
(298,104)
(43,522)
150,710
459,720
$ 757,200
$ 778,511
$ 610,430
$ 104,928
$
79,225
$ 74,446
$ 329,596
$ 280,801
$ 300,969
$ 4,433,085
(711,327)
$ 1,876,984
(114,101)
$ 324,717
(19,338)
$ 3,721,758
$ 1,762,883
$ 305,379
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years ended December 31, 2016, 2015 and 2014
(1) SUMMARY OF ACCOUNTING POLICIES
Basis of Presentation—These financial statements present consolidated information for Roper Technologies, Inc. and its sub-
sidiaries (“Roper” or the “Company”). All significant intercompany accounts and transactions have been eliminated.
Nature of the Business—Roper is a diversified technology company. The Company operates businesses that design and develop
software (both license and software-as-a-service) and engineered products and solutions for a variety of niche end markets;
including healthcare, transportation, commercial construction, food, energy, water, education and academic research.
Recent Accounting Pronouncements—The Financial Accounting Standards Board (“FASB”) establishes changes to accounting
principles under GAAP in the form of accounting standards updates (”ASUs”) to the FASB’s Accounting Standards Codification.
The Company considers the applicability and impact of all ASUs. Any ASUs not listed below were assessed and determined to
be either not applicable or are expected to have an immaterial impact on the Company’s results of operations, financial position
or cash flows.
Recently Adopted Accounting Pronouncements
In March 2016, the FASB issued an update on stock compensation. The ASU simplifies several aspects of the accounting for
employee share-based payment awards, including the accounting for income taxes, forfeitures, and statutory tax withholding
requirements, as well as classification in the statement of cash flows. This standard is effective for annual reporting periods
beginning after December 15, 2016. The Company elected to early adopt this standard on a prospective basis in the quarter
ended March 31, 2016. The impact of the early adoption resulted in the following:
• The Company recorded tax benefits of $15.3 million within income tax expense for the year ended December 31, 2016
related to the excess tax benefit on share-based awards. Prior to adoption this amount would have been recorded as a
reduction of additional paid-in capital. This change adds volatility to the Company’s effective tax rate.
• The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement
of cash flows. The Company elected to apply this change in presentation prospectively and thus prior periods have not
been adjusted.
• The Company elected not to change its policy on accounting for forfeitures and continued to estimate the total number
of awards for which the requisite service period will not be rendered.
• The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the com-
putation of its diluted earnings per share since adoption. This resulted in an increase in diluted weighted average common
shares outstanding of 278,829 shares for the year ended December 31, 2016.
In March 2016, the FASB issued an update amending the equity method of accounting, eliminating the requirement that an
entity retroactively adopt the equity method of accounting if an investment qualifies for the equity method as a result of an
increase in the level of ownership or degree of influence. The amendments in the update, to be applied prospectively, are effec-
tive for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption is
permitted. The Company elected to early adopt on a prospective basis effective January 1, 2016. The update did not have a
material impact on its results of operations, financial condition or cash flows.
In September 2015, the FASB issued an update providing guidance to simplify the accounting for measurement period adjust-
ments. This update, effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal
years, requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement
period in the reporting period in which the adjustment amounts are determined. The Company adopted the update effective
January 1, 2016. The update did not have a material impact on its results of operations, financial condition or cash flows.
In April 2015, the FASB issued an update providing guidance to determine whether the fee paid by an entity for a cloud computing
arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software
license element of the arrangement should be accounted for consistently with the acquisition of other software licenses. A
cloud computing arrangement that does not include a software license should be accounted for as a service contract. The
update is effective for annual periods beginning after December 15, 2015, and may be adopted prospectively or retrospectively.
The Company adopted the update prospectively effective January 1, 2016. The update did not have a material impact on its
results of operations, financial condition or cash flows.
In June 2014, the FASB issued an update to the accounting for stock compensation. This update, effective for fiscal years begin-
ning after December 15, 2015, modifies the accounting for share-based payments when the terms of an award provide that a
performance target could be achieved after the requisite service period. The Company adopted the update prospectively effective
January 1, 2016. The update did not have a material impact on its results of operations, financial condition or cash flows.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
35
Recently Released Accounting Pronouncements
In January 2017, the FASB issued an update simplifying the test for goodwill impairment. This update, effective on a prospective
basis for annual or interim goodwill impairment tests performed in fiscal years beginning after December 15, 2019, eliminates
Step 2 from the goodwill impairment test. Under the amendments in the update, an entity should perform its annual, or interim,
goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment
charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss recognized
should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income
tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impair-
ment loss, if applicable. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates
after January 1, 2017. The Company is evaluating the impact of the update on its results of operations, financial condition or
cash flows.
In August 2016, the FASB issued an update clarifying the classification of certain cash receipts and cash payments in the
statement of cash flows. This update, effective for annual reporting periods after December 15, 2017, including interim periods
within those annual periods, addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment
costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant
in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination;
proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies
(including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in
securitization transactions; and separately identifiable cash flows and application of the predominance principle. The Company
does not expect the update to have a material impact on its results of operations, financial condition or cash flows.
In February 2016, the FASB issued an update on lease accounting. The update, effective for annual reporting periods after
December 15, 2018, including interim periods within those annual periods, provides amendments to current lease accounting.
These amendments include the recognition of lease assets and lease liabilities on the balance sheet and disclosing other key
information about leasing arrangements. The Company is evaluating the impact of the update on its results of operations,
financial condition and cash flows.
In July 2015, the FASB issued an update providing guidance to simplify the measurement of inventory. This update, effective for
fiscal years beginning after December 15, 2016, requires that inventory within the scope of the update be measured at the lower
of cost and net realizable value. The Company does not expect the update to have a material impact on its results of operations,
financial condition or cash flows.
In May 2014, the FASB issued updates on accounting and disclosures for revenue from contracts with customers. These
updates, effective for annual reporting periods after December 15, 2017, create a single, comprehensive revenue recognition
model for all contracts with customers. The model is based on changes in contract assets (rights to receive consideration)
and liabilities (obligations to provide a good or service). Revenue will be recognized based on the satisfaction of performance
obligations, which occurs when control of a good or service transfers to a customer and enhanced disclosures will be required
regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity’s contracts with cus-
tomers. Either a retrospective or cumulative effect transition method is permitted; the Company has not yet made an election
regarding the transition method to be adopted.
The Company is still finalizing its analysis to quantify the adoption impact of the provisions of the new standard, but does not
currently expect it to have a material impact on its results of operations, financial condition or cash flows. Based on the evalu-
ation of current contracts and revenue streams, most will be recorded consistently under both the current and new standard.
The FASB has issued, and may issue in the future, interpretive guidance which may cause the evaluation to change. The Company
believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption
effective the beginning of fiscal year 2018.
Accounts Receivable—Accounts receivable are stated net of an allowance for doubtful accounts and sales allowances of $14.5
million and $12.4 million at December 31, 2016 and 2015, respectively. Outstanding accounts receivable balances are reviewed
periodically, and allowances are provided at such time that management believes it is probable that an account receivable is
uncollectible. The returns and other sales credit allowance is an estimate of customer returns, exchanges, discounts or other
forms of anticipated concessions and is treated as a reduction in revenue.
Cash and Cash Equivalents—Roper considers highly liquid financial instruments with remaining maturities at acquisition
of three months or less to be cash equivalents. Roper had no cash equivalents at December 31, 2016 and December 31, 2015.
Contingencies—Management continually assesses the probability of any adverse judgments or outcomes to its potential con-
tingencies. Disclosure of the contingency is made if there is at least a reasonable possibility that a loss or an additional loss
may have been incurred. In the assessment of contingencies as of December 31, 2016, management concluded that no accrual
was necessary and that there were no matters for which there was a reasonable possibility of a material loss.
Earnings per Share—Basic earnings per share were calculated using net earnings and the weighted-average number of shares
of common stock outstanding during the respective year. Diluted earnings per share were calculated using net earnings and
the weighted-average number of shares of common stock and potential common stock outstanding during the respective year.
36
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Potentially dilutive common stock consisted of stock options and the premium over the conversion price on Roper’s senior sub-
ordinated convertible notes based upon the trading price of the Company’s common stock. Effective January 1, 2016, Roper
adopted the provisions of an accounting standards update on a prospective basis which increased the number of potentially
dilutive stock options as there is no longer a tax benefit in the calculation of dilutive stock options. See the caption “Recent
Accounting Pronouncements” elsewhere in this Note for additional information regarding the ASU. The effects of potential
common stock were determined using the treasury stock method (in thousands):
Basic weighted-average shares outstanding
Effect of potential common stock:
Common stock awards
Senior subordinated convertible notes
Diluted weighted-average shares outstanding
Years ended December 31,
2016
2015
101,291
100,616
1,126
47
887
94
2014
99,916
816
152
102,464
101,597
100,884
As of and for the years ended December 31, 2016, 2015 and 2014, there were 1,144,350, 618,220 and 764,333 outstanding stock
options, respectively, that were not included in the determination of diluted earnings per share because doing so would have
been antidilutive.
Estimates—The preparation of financial statements in conformity with generally accepted accounting principles in the United
States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Foreign Currency Translation and Transactions—Assets and liabilities of subsidiaries whose functional currency is not the
U.S. dollar were translated at the exchange rate in effect at the balance sheet date, and revenues and expenses were trans-
lated at average exchange rates for the period in which those entities were included in Roper’s financial results. Translation
adjustments are reflected as a component of other comprehensive income. Foreign currency transaction gains and losses are
recorded in the consolidated statement of earnings as other income/(expense). The gain or loss included in pre-tax income
was a net loss of $2.9 million for the year ended December 31, 2016, a net loss of $0.7 million for the year ended December 31,
2015 and a net gain of $0.2 million for the year ended December 31, 2014.
Goodwill and Other Intangibles—Roper accounts for goodwill in a purchase business combination as the excess of the cost over
the estimated fair value of net assets acquired. Business combinations can also result in other intangible assets being recog-
nized. Amortization of intangible assets, if applicable, occurs over their estimated useful lives. Goodwill, which is not amortized,
is tested for impairment on an annual basis (or an interim basis if an event occurs or circumstances change that would more
likely than not reduce the fair value of a reporting unit below its carrying value). When testing goodwill for impairment, the
Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads
to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.
If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, then
performance of the two-step quantitative impairment test is required. The first step of the quantitative process utilizes both an
income approach (discounted cash flows) and a market approach consisting of a comparable public company earnings multiples
methodology to estimate the fair value of a reporting unit. To determine the reasonableness of the estimated fair values, the
Company reviews the assumptions to ensure that neither the income approach nor the market approach provides significantly
different valuations. If the estimated fair value exceeds the carrying value, no further work is required and no impairment loss
is recognized. If the carrying value exceeds the estimated fair value, the goodwill of the reporting unit is potentially impaired
and then the second quantitative step would be completed in order to measure the impairment loss by calculating the implied
fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible
assets) of the reporting unit from the fair value of the reporting unit. If the implied fair value of goodwill is less than the carry-
ing value of goodwill, a non-cash impairment loss is recognized.
When performing the quantitative assessment, key assumptions used in the income and market methodologies are updated
when the analysis is performed for each reporting unit. Various assumptions are utilized including forecasted operating results,
strategic plans, economic projections, anticipated future cash flows, the weighted-average cost of capital, comparable trans-
actions, market data and earnings multiples. The assumptions that have the most significant effect on the fair value calculations
are the anticipated future cash flows, discount rates, and the earnings multiples. While the Company uses reasonable and
timely information to prepare its cash flow and discount rate assumptions, actual future cash flows or market conditions could
differ significantly resulting in future impairment charges related to recorded goodwill balances.
Roper has 33 reporting units with individual goodwill amounts ranging from zero to $2.2 billion. In 2016, the Company performed
its annual impairment test in the fourth quarter for all reporting units, excluding those acquired during the fourth quarter of
2016. The Company conducted its analysis qualitatively and assessed whether it was more likely than not that the respective
fair value of these reporting units was less than the carrying amount. The Company determined that impairment of goodwill
was not likely in 28 of its reporting units and thus was not required to perform a quantitative analysis for these reporting
units. For the remaining five reporting units, the Company performed its quantitative analysis and concluded that the fair
value of each of these five reporting units was substantially in excess of its carrying value, with no impairment indicated as of
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
37
December 31, 2016. Recently acquired reporting units generally represent the highest risk of impairment, which typically
decreases as the businesses are integrated into the enterprise. Negative industry or economic trends, disruptions to its busi-
ness, actual results significantly below expected results, unexpected significant changes or planned changes in the use of the
assets, divestitures and market capitalization declines may have a negative effect on the fair value of Roper’s reporting units.
The following events or circumstances, although not comprehensive, would be considered to determine whether interim test-
ing of goodwill would be required:
• a significant adverse change in legal factors or in the business climate;
• an adverse action or assessment by a regulator;
• unanticipated competition;
• a loss of key personnel;
• a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or other-
wise disposed of;
• the testing for recoverability under the Impairment or Disposal of Long-Lived Assets of a significant asset group within a
reporting unit; and
• recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
Business combinations can also result in other intangible assets being recognized. Amortization of intangible assets, if appli-
cable, occurs over their estimated useful lives. Trade names that are determined to have an indefinite useful economic life are
not amortized, but separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an
event occurs that indicates the fair value is more likely than not below the carrying value. Roper first qualitatively assesses
whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair
value of a reporting unit is less than its carrying amount. If necessary, Roper conducts a quantitative review using the relief-
from-royalty method, which management believes to be an acceptable methodology due to its common use by valuations spe-
cialists in determining the fair value of intangible assets. This methodology assumes that, in lieu of ownership, a third party
would be willing to pay a royalty in order to exploit the related benefits of these assets. The fair value of each trade name is
determined by applying a royalty rate to a projection of net sales discounted using a risk adjusted rate of capital. Each royalty
rate is determined based on the profitability of the reporting unit to which it relates and observed market royalty rates. Sales
growth rates are determined after considering current and future economic conditions, recent sales trends, discussions with
customers, planned timing of new product launches or other variables. Reporting units resulting from recent acquisitions
generally represent the highest risk of impairment, which typically decreases as the businesses are integrated into Roper’s
enterprise and positioned for improved future sales growth.
The assessment of fair value for impairment purposes requires significant judgments to be made by management. Although
forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates
management uses to operate the underlying businesses, there is significant judgment in determining the expected results
attributable to the reporting units. Changes in estimates or the application of alternative assumptions could produce significantly
different results. No impairment resulted from the annual reviews performed in 2016.
Roper evaluates whether there has been an impairment of identifiable intangible assets with definite useful economic lives,
or of the remaining life of such assets, when certain indicators of impairment are present. In the event that facts and circum-
stances indicate that the cost or remaining period of amortization of any asset may be impaired, an evaluation of recoverability
would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the
asset would be compared to the asset’s carrying amount to determine if a write-down to fair value or a revision in the remaining
amortization period is required.
Impairment of Long-Lived Assets—The Company determines whether there has been an impairment of long-lived assets,
excluding goodwill and identifiable intangible assets, that are determined to have indefinite useful economic lives, when certain
indicators of impairment are present. In the event that facts and circumstances indicate that the cost or life of any long-lived
assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future
gross, undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a
write-down to fair value or revision to remaining life is required. Future adverse changes in market conditions or poor operating
results of underlying long-lived assets could result in losses or an inability to recover the carrying value of the long-lived assets
that may not be reflected in the assets’ current carrying value, thereby possibly requiring an impairment charge or acceleration
of depreciation or amortization expense in the future.
Income Taxes—Roper is a U.S.-based multinational company and the calculation of its worldwide provision for income taxes
requires analysis of many factors, including income tax systems that vary from country to country, and the United States’ treat-
ment of non-U.S. earnings. The Company provides U.S. income taxes for unremitted earnings of foreign subsidiaries that are
not considered permanently reinvested overseas. As of December 31, 2016, the amount of earnings of foreign subsidiaries that
the Company considers permanently reinvested and for which deferred taxes have not been provided was approximately $1.37
billion. Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability
that would be payable if such earnings were not reinvested indefinitely.
38
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Although it is the Company’s intention to permanently reinvest these earnings indefinitely there are certain events that would
cause these earnings to become taxable. These events include, but are not limited to, changes in U.S. tax laws, dividends paid
between foreign subsidiaries in the absence of Section 954(c)(6) of the Internal Revenue Code of 1986, as amended (“IRC”),
foreign subsidiary guarantees of U.S. parent debt and the liquidation of foreign subsidiaries or actual distributions by foreign
subsidiaries into a U.S. affiliate.
The Company early adopted the provisions of an ASU related to stock compensation on a prospective basis in the first quarter
of 2016. The ASU simplifies several aspects of the accounting for employee share-based payment awards, including the
accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement
of cash flows. No prior periods were adjusted. See the caption “Recent Accounting Pronouncements” elsewhere in this Note
for additional information regarding the ASU.
The Company recognizes in the consolidated financial statements only those tax positions determined to be “more likely than
not” of being sustained upon examination based on the technical merits of the positions. Interest and penalties related to
unrecognized tax benefits are classified as a component of income tax expense.
The Company records a valuation allowance to reduce its deferred tax assets if, based on the weight of available evidence, both
positive and negative, for each respective tax jurisdiction, it is more likely than not that some portion or all of such deferred tax
assets will not be realized. Available evidence which is considered in determining the amount of valuation allowance required
includes, but is not limited to, the Company’s estimate of future taxable income and any applicable tax-planning strategies.
Certain assets and liabilities have different bases for financial reporting and income tax purposes. Deferred income taxes have
been provided for these differences at the tax rates expected to be paid.
k
Interest Rate Risk—The Company manages interest rate risk by maintaining a combination of fixed- and variable-rate debt,
which may include interest rate swaps to convert fixed-rate debt to variable-rate debt, or to convert variable-rate debt to fixed-
rate debt. Interest rate swaps are recorded at fair value in the balance sheet as an asset or liability, and the changes in fair
values of both the swap and the hedged item are recorded as interest expense in current earnings. There were no interest rate
swaps outstanding at December 31, 2016.
Inventories—Inventories are valued at the lower of cost or market. Cost is determined using the first-in, first-out method. The
Company writes down its inventory for estimated obsolescence or excess inventory equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about future demand and market conditions.
Other Comprehensive Income—Comprehensive income includes net earnings and all other non-owner sources of changes in
a company’s net assets.
Product Warranties—The Company sells certain of its products to customers with a product warranty that allows customers
to return a defective product during a specified warranty period following the purchase in exchange for a replacement product,
repair at no cost to the customer or the issuance of a credit to the customer. The Company accrues its estimated exposure to
warranty claims based upon current and historical product sales data, warranty costs incurred and any other related informa-
tion known to the Company.
Property, Plant and Equipment and Depreciation and Amortization—Property, plant and equipment is stated at cost less
accumulated depreciation and amortization. Depreciation and amortization are provided for using principally the straight-line
method over the estimated useful lives of the assets as follows:
Buildings
Machinery
Other equipment
20–30 years
8–12 years
3–5 years
Research and Development—Research and development (“R&D”) costs include salaries and benefits, rents, supplies, and
other costs related to products under development. Research and development costs are expensed in the period incurred and
totaled $195.4 million, $164.2 million and $147.9 million for the years ended December 31, 2016, 2015 and 2014, respectively.
t
Revenue Recognition—The Company recognizes revenue when all of the following criteria are met:
• persuasive evidence of an arrangement exists;
• delivery has occurred or services have been rendered;
• the seller’s price to the buyer is fixed or determinable; and
• collectibility is reasonably assured.
In addition, the Company recognizes revenue from the sale of product when title and risk of loss pass to the customer, which
is generally when product is shipped. The Company recognizes revenue from services when such services are rendered or,
if applicable, upon customer acceptance. Revenues under certain relatively long-term and relatively large-value construction
and software projects are recognized under the percentage-of-completion method using the ratio of costs incurred to total
estimated costs as the measure of performance. The Company recognized revenues of $241 million, $253 million and $266
million for the years ended December 31, 2016, 2015 and 2014, respectively, using this method. Estimated losses on any projects
are recognized as soon as such losses become known.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
39
Capitalized Software—The Company accounts for capitalized software under applicable accounting guidance which, among
other provisions, requires capitalization of certain internal-use software costs once certain criteria are met. Overhead, general
and administrative and training costs are not capitalized. Capitalized software balances, net of accumulated amortization, were
$4.4 million and $4.6 million at December 31, 2016 and 2015, respectively.
Stock-Based Compensation—The Company recognizes expense for the grant date fair value of its employee stock awards on
a straight-line basis (or, in the case of performance-based awards, on a graded basis) over the employee’s requisite service
period (generally the vesting period of the award). The fair value of option awards is estimated using the Black-Scholes option
valuation model. Due to the adoption of an ASU in 2016, cash flows resulting from the tax benefits arising from tax deductions
in excess of the compensation cost recognized for stock award exercises (excess tax benefits) are no longer classified as
financing cash flows. Prior periods were not adjusted, as the ASU was adopted on a prospective basis. See the the caption
“Recent Accounting Prononcements” elsewhere in this Note for additional information regarding the ASU.
(2) BUSINESS ACQUISITIONS AND DIVESTITURES
2016 Acquisitions—During the year ended December 31, 2016, Roper completed six business combinations. Roper acquired
the businesses in order to both expand and complement its existing technologies. The results of operations of the acquired
companies have been included in Roper’s consolidated results since the date of each acquisition. Purchase price allocations
are preliminary pending final intangibles valuations and tax-related adjustments.
The largest of the 2016 acquisitions was Deltek Inc., a global provider of enterprise software and information solutions for
government contractors, professional services firms and other project-based businesses. Roper acquired 100% of the shares
of Project Diamond Holdings Corp. (the parent company of Deltek) on December 27, 2016, in a $2.8 billion all-cash transaction.
Deltek is reported in the RF Technology segment.
The following table (in thousands) summarizes the fair values of the assets acquired and liabilities assumed at the date of
acquisition.
Accounts receivable
Other current assets
Identifiable intangibles
Goodwill
Other assets
Total assets acquired
Deferred revenue
Other current liabilities
Long-term deferred tax liability
Other liabilities
Net assets acquired
$
94,506
37,558
972,000
2,234,549
43,098
3,381,711
166,393
57,433
349,810
7,935
$2,800,140
The majority of the goodwill is not expected to be deductible for tax purposes. Of the $972 million of acquired intangible assets
acquired, $145 million was assigned to trade names that are not subject to amortization and $62 million was assigned to in
process research and development. The remaining $765 million of acquired intangible assets have a weighted-average useful
life of 12 years. The intangible assets that make up that amount include customer relationships of $625 million (13 year weighted-
average useful life) and unpatented technology of $140 million (6 year weighted-average useful life).
The Company expensed transaction costs of $4.3 million related to the Deltek acquisition as corporate general and adminis-
trative expenses, as incurred.
Roper’s results for the year ended December 31, 2016 included results from Deltek between December 28, 2016 and December 31,
2016. In that period, Deltek contributed $7.9 million in revenue and $0.8 million of earnings to Roper’s results. The following
unaudited pro forma summary presents consolidated information as if the acquisition of Deltek had occurred on January 1,
2015 (amounts in millions, except per share data):
Sales
Net income
Earnings per share, basic
Earnings per share, diluted
Pro forma
Year ended December 31,
2016
$4,268,052
656,404
6.48
6.41
2015
$4,012,030
647,089
6.43
6.37
Pro forma earnings were adjusted by $47.4 million and $37.2 million for the years ended December 31, 2016 and 2015, respec-
tively, for non-recurring acquisition and other costs. Adjustments were also made for recurring changes in amortization, interest
expense and taxes related to the acquisition.
40
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
During the year ended December 31, 2016, Roper completed five other acquisitions which were immaterial. The aggregate
purchase price of these acquisitions totaled $920 million of cash. The Company recorded $372 million in other identifiable
intangibles and $642 million in goodwill in connection with these acquisitions. Supplemental pro forma information has not
been provided as the acquisitions did not have a material impact on Roper’s consolidated results of operations individually or
in aggregate.
The results of the following acquisitions are reported in the Medical & Scientific Imaging segment:
• Clinisys—On January 7, 2016, Roper acquired 100% of the shares of CliniSys Group Ltd. (“CliniSys”), a provider of clinical
laboratory software headquartered in the United Kingdom.
• PCI Medical—On March 17, 2016, Roper acquired the assets of PCI Medical Inc., a provider of medical probe and scope
disinfection products.
• GeneInsight—On April 1, 2016, the Company acquired 100% of the shares of GeneInsight Inc., a provider of software for
managing the analysis, interpretation and reporting of genetic tests.
• UNIConnect—On November 10, 2016, Roper acquired the assets of UNIConnect LC, a provider of process management
software for molecular laboratories.
ConstructConnect—On October 31, 2016, Roper acquired 100% of the shares of iSqFt Holdings Inc. (d/b/a ConstructConnect),
a provider of cloud-based data, collaboration, and workflow automation solutions to the commercial construction industry.
ConstructConnect is reported in the RF Technology segment.
The Company expensed transaction costs of $4.2 million related to the acquisitions as corporate general and administrative
expenses, as incurred.
The majority of the goodwill recorded for these five companies is not expected to be deductible for tax purposes. Of the $372
million of intangible assets acquired, $34 million was assigned to trade names that are not subject to amortization. The remain-
ing $338 million of acquired intangible assets have a weighted-average useful life of 12 years. The intangible assets that make
up that amount include customer relationships of $242 million (14 year weighted-average useful life), unpatented technology of
$66 million (6 year weighted-average useful life) and software of $30 million (9 year weighted-average useful life).
2015 Acquisitions—During the year ended December 31, 2015, Roper completed eight business combinations. The results of
operations of the acquired companies have been included in Roper’s consolidated results since the date of each acquisition.
Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Roper’s
consolidated results of operations individually or in aggregate.
The results of the following acquisitions are reported in the Medical & Scientific Imaging segment:
• Strata—On January 21, 2015, Roper acquired 100% of the shares of Strata Decision Technologies LLC (“Strata”), a provider
of planning and budget software for health care providers.
• Softwriters—On February 9, 2015, Roper acquired 100% of the shares of Softwriters Inc., a provider of long-term care
pharmacy operating software.
• Data Innovations—On March 4, 2015, Roper acquired 100% of the shares of Data Innovations LLC, a provider of clinical
and blood laboratory middleware.
• AHP—On September 4, 2015, Roper acquired the assets of Atlantic Health Partners LLC (“AHP”), a group purchasing
organization specializing in vaccines for the physician marketplace.
• Atlas—On October 26, 2015, Roper acquired 100% of the shares of Atlas Database Software Corp. (“Atlas”), a provider of
clinical process integration to private and public health sectors.
The results of the following acquisitions are reported in the RF Technology segment:
• On Center—On July 20, 2015, Roper acquired 100% of the shares of On Center Software LLC (“On Center”), a provider of
construction automation technology.
• RF IDeas—On September 1, 2015, Roper acquired 100% of the shares of RF IDeas, Inc., a provider of proprietary identifi-
cation card technology solutions.
• Aderant—On October 21, 2015, Roper acquired 100% of the shares of Aderant Holdings, Inc. (“Aderant”), a provider of
comprehensive software solutions for law and other professional services firms.
The aggregate purchase price for the 2015 acquisitions was $1.8 billion, paid in cash. Roper purchased the businesses to expand
upon existing software, supply chain and medical platforms.
The Company expensed transaction costs of $5.9 million related to the acquisitions as corporate general and administrative
expenses, as incurred.
The Company recorded $1.2 billion in goodwill and $731 million in other identifiable intangibles in connection with the acquisi-
tions. The majority of the goodwill recorded is not expected to be deductible for tax purposes. Of the $731 million of intangible
assets acquired, $51 million was assigned to trade names that are not subject to amortization. The remaining $680 million of
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
41
acquired intangible assets have a weighted-average useful life of 17 years. The intangible assets that make up that amount
include customer relationships of $541 million (19 year weighted-average useful life), unpatented technology of $100 million
(8 year weighted-average useful life) and software of $39 million (6 year weighted-average useful life).
Divestiture of Abel—On October 2, 2015, Roper completed the sale of Abel Pumps (“Abel”) for $106 million (€95 million), net of
cash divested. The pretax gain on the divestiture was $70.9 million, which is reported as Other income/(expense), net on the
consolidated statement of earnings. The gain resulted in tax expense of $46 million as well as a future tax benefit of $11 million.
l
The year to date pretax income of Abel was $5.9 million for the period ended October 2, 2015, and $10.3 million and $9.2 million
for the years ended December 31, 2014 and 2013, respectively. Abel was reported in the Industrial Technology segment.
2014 Acquisitions—During the year ended December 31, 2014, Roper completed three business combinations. The results of
operations of the acquired companies have been included in Roper’s consolidated results since the date of each acquisition.
Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Roper’s con-
solidated results of operations individually or in aggregate.
Roper acquired 100% of the shares of Foodlink Holdings Inc. (“Foodlink”), Innovative Product Achievements LLC (“IPA”) and
Strategic Healthcare Programs Holdings LLC (“SHP”) on July 2, August 5, and August 14, 2014, respectively. The aggregate
purchase price was $303 million, paid in cash. Roper purchased the businesses to expand upon existing supply chain and
medical platforms. SHP and IPA are reported in the Medical & Scientific Imaging segment, and Foodlink is reported in the
RF Technology segment.
The Company expensed transaction costs of $2.8 million related to the acquisitions as corporate general and administrative
expenses, as incurred.
The Company recorded $208 million in goodwill and $99 million in other identifiable intangibles in connection with the acquisi-
tions. The majority of the goodwill recorded is not expected to be deductible for tax purposes. Of the $99 million of intangible
assets acquired, $7 million was assigned to trade names that are not subject to amortization. The remaining $92 million of
acquired intangible assets have a weighted-average useful life of 17 years. The intangible assets that make up that amount
include customer relationships of $82 million (19 year weighted-average useful life), unpatented technology of $7 million
(6 year weighted-average useful life), software of $2 million (4 year weighted-average useful life) and backlog of $1 million
(1 year weighted-average useful life).
(3) INVENTORIES
The components of inventories at December 31 were as follows (in thousands):
Raw materials and supplies
Work in process
Finished products
Inventory reserves
(4) PROPERTY, PLANT AND EQUIPMENT
The components of property, plant and equipment at December 31 were as follows (in thousands):
Land
Buildings
Machinery and other equipment
Computer equipment
Software
Accumulated depreciation
2016
2015
$ 113,632
24,290
81,263
(37,233)
$ 120,811
22,979
80,118
(34,040)
$ 181,952
$ 189,868
$
2016
2,404
88,201
221,325
70,110
54,451
436,491
(295,173)
$
2015
2,488
79,182
223,561
57,338
38,517
401,086
(295,576)
$ 141,318
$ 105,510
Depreciation and amortization expense related to property, plant and equipment was $37,299, $38,185 and $40,890 for the
years ended December 31, 2016, 2015 and 2014, respectively.
42
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
(5) GOODWILL AND OTHER INTANGIBLE ASSETS
The carrying value of goodwill by segment was as follows (in thousands):
Balances at December 31, 2014
Goodwill acquired
Goodwill written off related to
divestiture of business
Currency translation adjustments
Reclassifications and other
Medical &
Scientific
Imaging
$ 2,594,356
476,106
—
(31,556)
291
RF
Technology
$ 1,280,788
720,345
—
(7,667)
(167)
Industrial
Technology
$ 408,964
—
(20,524)
(14,407)
—
Energy
Systems &
Controls
$ 426,583
—
—
(8,386)
—
Total
$ 4,710,691
1,196,451
(20,524)
(62,016)
124
Balances at December 31, 2015
$ 3,039,197
$ 1,993,299
$ 374,033
$ 418,197
$ 5,824,726
Goodwill acquired
Currency translation adjustments
Reclassifications and other
166,768
(19,100)
(1,794)
2,710,223
(15,118)
(734)
—
(10,055)
—
—
(7,774)
—
2,876,991
(52,047)
(2,528)
Balances at December 31, 2016
$3,185,071
$4,687,670
$363,978
$410,423
$8,647,142
Reclassifications and other during the year ended December 31, 2016 were due primarily to tax adjustments for 2015 acquisitions,
and during the year ended December 31, 2015 were due primarily to tax and intangible adjustments for 2014 acquisitions. See
Note 2 for information regarding acquisitions and divestitures.
Other intangible assets were comprised of (in thousands):
Assets subject to amortization:
Customer related intangibles
Unpatented technology
Software
Patents and other protective rights
Backlog
Trade names
Assets not subject to amortization:
Trade names
Balances at December 31, 2015
Assets subject to amortization:
Customer related intangibles
Unpatented technology
Software
Patents and other protective rights
Trade names
Assets not subject to amortization:
Trade names
In process research and development
Balances at December 31, 2016
Cost
$ 2,448,509
270,170
161,201
24,160
700
595
Accumulated
amortization
Net book
value
$ (602,615)
(117,405)
(44,298)
(18,659)
(700)
(122)
$ 1,845,894
152,765
116,903
5,501
—
473
407,460
—
407,460
$ 3,312,795
$ (783,799)
$ 2,528,996
$ 3,272,081
462,152
184,761
24,656
6,591
578,279
62,000
$ (712,718)
(144,025)
(56,882)
(20,399)
(653)
—
—
$ 2,559,363
318,127
127,879
4,257
5,938
578,279
62,000
$4,590,520
$(934,677)
$3,655,843
Amortization expense of other intangible assets was $201 million, $164 million, and $153 million during the years ended
December 31, 2016, 2015 and 2014, respectively. Amortization expense is expected to be $289 million in 2017, $283 million in
2018, $277 million in 2019, $268 million in 2020 and $256 million in 2021.
(6) ACCRUED LIABILITIES
Accrued liabilities at December 31 were as follows (in thousands):
Interest
Customer deposits
Commissions
Warranty
Accrued dividend
Rebates
Billings in excess of cost
Other
2016
$ 21,742
16,707
9,144
10,548
36,077
19,414
12,381
93,326
$219,339
2015
$ 19,776
15,094
12,079
10,183
30,436
16,511
5,464
58,970
$168,513
4 3
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
(7) INCOME TAXES
Earnings before income taxes for the years ended December 31, 2016, 2015 and 2014 consisted of the following components
(in thousands):
United States
Other
2016
$721,000
219,652
$940,652
2015
2014
$ 710,614
291,731
$665,219
256,237
$1,002,345
$921,456
Components of income tax expense for the years ended December 31, 2016, 2015 and 2014 were as follows (in thousands):
Current:
Federal
State
Foreign
Deferred:
Federal
State
Foreign
2016
2015
2014
$239,217
21,779
54,937
(26,760)
189
(7,355)
$ 229,224
22,041
71,507
6,710
(16,844)
(6,360)
$218,302
37,155
56,107
(27,357)
(3,307)
(5,477)
$282,007
$ 306,278
$275,423
Reconciliations between the statutory federal income tax rate and the effective income tax rate for the years ended December 31,
2016, 2015 and 2014 were as follows:
Federal statutory rate
Foreign rate differential
R&D tax credits
State taxes, net of federal benefit
Section 199 deduction
Other, net
2016
2015
2014
35.0%
(3.2)
(0.7)
1.9
(1.5)
(1.5)
30.0%
35.0%
(3.3)
(0.5)
2.0
(1.3)
(1.3)
30.6%
35.0%
(3.9)
(0.4)
2.0
(1.6)
(1.2)
29.9%
The deferred income tax balance sheet accounts arise from temporary differences between the amount of assets and liabilities
recognized for financial reporting and tax purposes.
Components of the deferred tax assets and liabilities at December 31 were as follows (in thousands):
Deferred tax assets:
Reserves and accrued expenses
Inventories
Net operating loss carryforwards
R&D credits
Foreign tax credits
Valuation allowance
Total deferred tax assets
Deferred tax liabilities:
Reserves and accrued expenses
Amortizable intangible assets
Plant and equipment
Total deferred tax liabilities
2016
2015
$ 186,120
8,967
87,010
7,933
9,203
(20,009)
$146,014
9,309
45,616
8,504
7,940
(19,338)
$ 273,224
$198,045
$
13,915
1,400,792
6,102
$ 1,420,809
$ 11,222
962,143
4,004
$977,369
At December 31, 2016, the Company had approximately $51.5 million of tax-effected U.S. federal net operating loss carryforwards
that if not utilized will expire in years 2023 through 2036. The U.S. federal net operating loss carryforwards increased from
2015 to 2016 primarily due to additional net operating losses obtained through recent acquisitions. In recent acquisitions, the
consolidated group obtained U.S. federal net operating losses subject to an IRC Section 382 limitation; however, the Company
expects to utilize the losses in their entirety prior to expiration. The Company has approximately $18.4 million of tax-effected
state net operating loss carryforwards (without regard to federal benefit of state) that if not utilized will expire in years 2017
through 2036. The state net operating loss carryforwards are primarily related to Florida and New Jersey, but the Company
has smaller net operating losses in various other states. The Company has approximately $23.4 million of tax-effected foreign
net operating loss carryforwards that if not utilized will begin to expire in 2017. Additionally, the Company has $10.9 million of
U.S. federal and state research and development tax credit carryforwards (without regard to federal benefit of state) that will
expire in years 2019 through 2036 and $9.1 million of U.S. federal foreign tax credits that, if not utilized, will expire in 2026.
4 4
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
As of December 31, 2016, the Company determined that a total valuation allowance of $26.0 million was necessary to reduce
U.S. deferred tax assets by $8.7 million and foreign deferred tax assets by $17.3 million, where it was more likely than not that
some portion or all of such deferred tax assets will not be realized. As of December 31, 2016, based on the Company’s estimates
of future taxable income and any applicable tax-planning strategies within various tax jurisdictions, the Company believes that
it is more likely than not that the remaining net deferred tax assets will be realized.
The Company recognizes in the consolidated financial statements only those tax positions determined to be “more likely than
not” of being sustained upon examination based on the technical merits of the positions. A reconciliation of the beginning and
ending amount of unrecognized tax benefits is as follows (in thousands):
Beginning balance
Additions for tax positions of prior periods
Additions for tax positions of the current period
Additions due to acquisitions
Reductions for tax positions of prior periods
Reductions for tax positions of the current period
Settlements with taxing authorities
Lapse of applicable statute of limitations
Ending balance
2016
$26,140
3,450
9,012
5,049
(1,165)
(568)
(3,240)
2015
2014
$ 28,567
3,525
3,299
6,177
(12,206)
$26,924
6,532
5,571
—
(1,008)
(142)
(3,080)
(518)
(8,934)
$38,678
$ 26,140
$28,567
The total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is $36.8 million. Interest
and penalties related to unrecognized tax benefits are classified as a component of income tax expense and totaled a benefit of
$0.4 million in 2016. Accrued interest and penalties were $3.8 million at December 31, 2016 and $3.4 million at December 31,
2015. During the next twelve months, the unrecognized tax benefits are expected to decrease by a net $6.8 million, due mainly
to anticipated statute of limitations lapses in various jurisdictions.
The Company and its subsidiaries are subject to U.S. federal income tax as well as income taxes of multiple state, city and
foreign jurisdictions. The Company’s federal income tax returns for 2013 through the current period remain subject to exam-
ination and the relevant state, city and foreign statutes vary. At December 31, 2016, the Internal Revenue Service has been and
is continuing to examine the Company’s income tax returns for the years 2013 and 2014. The Company does not expect the
assessment of any significant additional tax in excess of amounts reserved.
As of December 31, 2016, the amount of earnings of foreign subsidiaries that the Company considers permanently reinvested
and for which deferred taxes have not been provided was approximately $1.37 billion. Because of the availability of U.S. foreign
tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were
not reinvested indefinitely.
(8) LONG-TERM DEBT
On September 23, 2016, Roper entered into a new five-year $2.5 billion unsecured credit facility (the “2016 Facility”) with
JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders, which replaced its previous $1.85 billion
unsecured credit facility dated as of July 27, 2012, as amended as of October 28, 2015 (the “2012 Facility”). The 2016 Facility
comprises a five year $2.50 billion revolving credit facility, which includes availability of up to $150 million for letters of credit.
Roper may also, subject to compliance with specified conditions, request term loans or additional revolving credit commitments
in an aggregate amount not to exceed $500 million. At December 31, 2016, there were $1.93 billion of outstanding borrowings
under the 2016 Facility. The Company incurred a debt extinguishment charge of $0.9 million which represented the unamor-
tized fees associated with the 2012 Facility.
The 2016 Facility contains affirmative and negative covenants which, among other things, limit Roper’s ability to incur new debt,
enter into certain mergers and acquisitions, sell assets and grant liens, make restricted payments (including the payment
of dividends on our common stock) and capital expenditures, or change its line of business. Roper is also subject to financial
covenants which require the Company to limit its consolidated total leverage ratio and to maintain a consolidated interest
coverage ratio. The most restrictive covenant is the consolidated total leverage ratio which is limited to 3.5 to 1.
On December 2, 2016, Roper amended the 2016 facility to allow the consolidated total leverage ratio be increased, no more
than twice during the term of the 2016 facility, to 4.0 to 1 for a consecutive four quarter fiscal period per increase (or, for any
portion of such four quarter fiscal period in which the maximum would be 4.25 to 1 pursuant to the 2016 facility amendment,
4.25 to 1). In conjunction with the Deltek acquisition (see Note 2), the Company increased the maximum consolidated total
leverage ratio covenant to 4.25 to 1 through June 30, 2017 and 4.00 to 1 through December 31, 2017.
The Company was in compliance with its debt covenants throughout the years ended December 31, 2016 and 2015.
On December 19, 2016, the Company completed a public offering of $500 million aggregate principal amount of 2.80% senior
unsecured notes due December 15, 2021 and $700 million aggregate principal amount of 3.80% senior unsecured notes due
December 15, 2026. The notes bear interest at a fixed rate of 2.80% and 3.80% per year, respectively, payable semi-annually in
arrears on June 15 and December 15 of each year, beginning June 15, 2017.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
45
On December 7, 2015, the Company completed a public offering of $600 million aggregate principal amount of 3.00% senior
unsecured notes due December 15, 2020 and $300 million aggregate principal amount of 3.85% senior unsecured notes due
December 15, 2025. The notes bear interest at a fixed rate of 3.00% and 3.85% per year, respectively, payable semi-annually in
arrears on June 15 and December 15 of each year, beginning June 15, 2016.
On June 6, 2013, the Company completed a public offering of $800 million aggregate principal amount of 2.05% senior unsecured
notes due October 1, 2018. The notes bear interest at a fixed rate of 2.05% per year, payable semi-annually in arrears on April 1
and October 1 of each year, beginning October 1, 2013.
On November 21, 2012, Roper completed a public offering of $400 million aggregate principal amount of 1.85% senior unsecured
notes due November 15, 2017 and $500 million aggregate principal amount of 3.125% senior unsecured notes due November
15, 2022. The notes bear interest at a fixed rate of 1.85% and 3.125% per year, respectively, payable semi-annually in arrears on
May 15 and November 15 of each year, beginning May 15, 2013.
In September 2009, the Company completed a public offering of $500 million aggregate principal amount of 6.25% senior unse-
cured notes due September 1, 2019. The notes bear interest at a fixed rate of 6.25% per year, payable semi-annually in arrears
on March 1 and September 1 of each year, beginning March 1, 2010.
Roper may redeem some or all of these notes at any time or from time to time, at 100% of their principal amount, plus a make-
whole premium based on a spread to U.S. Treasury securities.
The Company’s senior notes are unsecured senior obligations of the Company and rank equally in right of payment with all of
Roper’s existing and future unsecured and unsubordinated indebtedness. The notes are effectively subordinated to any of its
existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness. The notes are
not guaranteed by any of Roper’s subsidiaries and are effectively subordinated to all existing and future indebtedness and other
liabilities of Roper’s subsidiaries.
In December 2003, the Company issued through a public offering $230 million of 3.75% subordinated convertible notes due
2034 (the “Convertible Notes”). During the year ended December 31, 2016, the balance of the Convertible Notes were converted
for $18.5 million in cash.
Total debt at December 31 consisted of the following (in thousands):
2016 Facility
2012 Facility
$400 million 1.850% senior notes due 2017
$800 million 2.050% senior notes due 2018
$500 million 6.250% senior notes due 2019
$600 million 3.000% senior notes due 2020
$500 million 2.800% senior notes due 2021
$500 million 3.125% senior notes due 2022
$300 million 3.850% senior notes due 2025
$700 million 3.800% senior notes due 2026
Senior subordinated convertible notes
Other
Less unamortized debt issuance costs
Total debt
Less current portion, net of issuance costs
Long-term debt
2016
$1,930,000
—
400,000
800,000
500,000
600,000
500,000
500,000
300,000
700,000
—
2,989
(23,453)
6,209,536
400,975
$5,808,561
$
2015
—
180,000
400,000
800,000
500,000
600,000
—
500,000
300,000
—
4,179
4,435
(17,392)
3,271,222
6,805
$3,264,417
The 2016 Facility and Roper’s $4.3 billion senior notes provide substantially all of Roper’s daily external financing requirements.
The interest rate on the borrowings under the 2016 Facility is calculated based upon various recognized indices plus a margin
as defined in the credit agreement. At December 31, 2016, Roper’s debt consisted of $4.3 billion of senior notes, $3.0 million of
other debt in the form of capital leases, several smaller facilities that allow for borrowings or the issuance of letters of credit in
foreign locations to support Roper’s non-U.S. businesses and $74 million of outstanding letters of credit at December 31, 2016.
Future maturities of total debt during each of the next five years ending December 31 and thereafter were as follows (in thousands):
2017
2018
2019
2020
2021
Thereafter
Total
$ 401,595
800,840
500,407
600,147
500,000
3,430,000
$6,232,989
46
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
(9) FAIR VALUE
Roper’s debt at December 31, 2016 included $4.3 billion of fixed-rate senior notes with the following fair values (in millions):
$400 million 1.850% senior notes due 2017
$800 million 2.050% senior notes due 2018
$500 million 6.250% senior notes due 2019
$600 million 3.000% senior notes due 2020
$500 million 2.800% senior notes due 2021
$500 million 3.125% senior notes due 2022
$300 million 3.850% senior notes due 2025
$700 million 3.800% senior notes due 2026
$401
803
551
605
497
497
303
702
The fair values of the senior notes are based on the trading prices of the notes, which the Company has determined to be Level
2 in the FASB fair value hierarchy. Most of Roper’s other borrowings at December 31, 2016 were at various interest rates that
adjust relatively frequently under its credit facility. The fair value for these borrowings at December 31, 2016 was estimated to
be the face value of these borrowings.
(10) RETIREMENT AND OTHER BENEFIT PLANS
Roper maintains four defined contribution retirement plans under the provisions of Section 401(k) of the IRC covering substan-
tially all U.S. employees not subject to collective bargaining agreements. Roper partially matches employee contributions. Costs
related to all such plans were $23.7 million, $20.4 million and $19.5 million for 2016, 2015 and 2014, respectively.
Roper also maintains various defined benefit retirement plans covering employees of non-U.S. and certain U.S. subsidiaries
and a plan that supplements certain employees for the contribution ceiling applicable to the Section 401(k) plans. The costs
and accumulated benefit obligations associated with each of these plans were not material.
(11) STOCK-BASED COMPENSATION
The Roper Technologies, Inc. 2016 Incentive Plan (“2016 Plan”) is a stock-based compensation plan used to grant incentive stock
options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to Roper’s employees,
officers and directors. The 2016 Plan was approved by shareholders at the Annual Meeting of Shareholders on May 27, 2016.
The 2016 Plan replaces the Roper Technologies, Inc. Amended and Restated 2006 Incentive Plan (“2006 Plan”), and no additional
grants will be made from the 2006 Plan. The number of shares reserved for issuance under the 2016 Plan is 7,924,932, plus
2,073,894 remaining shares that were available to grant under the 2006 Plan at May 27, 2016, plus any shares underlying out-
standing awards under the 2006 Plan that terminate or expire unexercised, or are canceled, forfeited or lapse for any reason
subsequent to May 27, 2016. At December 31, 2016, 9,190,273 shares were available to grant.
Under the Roper Technologies, Inc., Employee Stock Purchase Plan (“ESPP”), all employees in the U.S. and Canada are eligible
to designate up to 10% of eligible earnings to purchase Roper’s common stock at a 5% discount to the average closing price of
its common stock at the beginning and end of a quarterly offering period. Common stock sold to the employees may be either
treasury stock, stock purchased on the open market, or newly issued shares.
Stock based compensation expense for the years ended December 31, 2016, 2015 and 2014 was as follows (in millions):
Stock based compensation
Tax benefit recognized in net income
Windfall tax benefit, net
2016
$78.8
27.6
—
2015
$61.8
21.6
22.2
2014
$63.0
22.1
21.5
Windfall tax benefits are no longer calculated due to the adoption of the ASU related to stock compensation (see Note 1), as all
tax benefits are recognized in net income.
Stock Options—Stock options are typically granted at prices not less than 100% of market value of the underlying stock at the
date of grant. Stock options typically vest over a period of three to five years from the grant date and expire ten years after the
grant date. The Company recorded $20.1 million, $15.3 million, and $16.6 million of compensation expense relating to outstanding
options during 2016, 2015 and 2014, respectively, as a component of general and administrative expenses, primarily at corporate.
The Company estimates the fair value of its option awards using the Black-Scholes option valuation model. The stock volatility
for each grant is measured using the weighted-average of historical daily price changes of the Company’s common stock over
the most recent period equal to the expected life of the grant. The expected term of options granted is derived from historical
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
47
data to estimate option exercises and employee forfeitures, and represents the period of time that options granted are expected
to be outstanding. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield
curve in effect at the time of grant. The weighted-average fair value of options granted in 2016, 2015 and 2014 were calculated
using the following weighted-average assumptions:
Weighted-average fair value ($)
Risk-free interest rate (%)
Average expected option life (years)
Expected volatility (%)
Expected dividend yield (%)
2016
34.57
1.44
5.20
21.35
0.70
2015
33.98
1.53
5.10
22.17
0.62
2014
34.95
1.63
5.22
27.01
0.58
The following table summarizes the Company’s activities with respect to its share-based compensation plans for the years
ended December 31, 2016 and 2015:
Outstanding at January 1, 2015
Granted
Exercised
Canceled
Outstanding at December 31, 2015
Granted
Exercised
Canceled
Outstanding at December 31, 2016
Exercisable at December 31, 2016
Weighted-average
exercise price
per share
Weighted-average
contractual term
Aggregate
intrinsic value
$ 90.48
162.77
82.50
142.36
104.54
172.23
75.23
159.97
121.31
$ 89.37
6.08
$ 265,782,636
6.15
4.28
$211,369,740
$183,136,309
of shares
2,981,111
628,155
(400,050)
(91,600)
3,117,616
743,250
(371,853)
(69,416)
3,419,597
1,954,306
The following table summarizes information for stock options outstanding at December 31, 2016:
Exercise price
$ 38.46– 57.68
57.69– 76.91
76.92– 96.14
96.15–115.37
115.38–134.60
134.61–153.82
153.83–173.05
173.06–192.28
$ 38.46–192.28
Outstanding options
Exercisable options
Average
exercise price
Average remaining
life (years)
$ 53.28
72.55
93.34
114.99
130.72
144.19
167.80
179.42
$121.31
1.5
4.2
5.0
6.0
7.0
7.7
8.8
9.5
6.2
Number
689,289
259,460
249,281
283,069
368.456
75,334
25,334
4,083
1,954,306
Average
exercise price
$ 53.28
72.55
93.34
114.99
129.96
141.95
157.81
175.47
$ 89.37
Number
689,289
259,460
249,281
283,069
503,778
259,370
916,725
258,625
3,419,597
At December 31, 2016, there was $29.8 million of total unrecognized compensation expense related to nonvested options granted
under the Company’s share-based compensation plans. That cost is expected to be recognized over a weighted-average period
of 2.1 years. The total intrinsic value of options exercised in 2016, 2015 and 2014 was $38.9 million, $36.9 million and $50.3
million, respectively. Cash received from option exercises under all plans in 2016 and 2015 was $28.0 million and $33.0 million,
respectively.
Restricted Stock Grants—During 2016 and 2015, the Company granted 555,730 and 437,035 shares, respectively, of restricted
stock to certain employee and director participants under its share-based compensation plans. Restricted stock grants generally
vest over a period of 1 to 3 years. The Company recorded $57.8 million, $46.5 million and $46.4 million of compensation expense
4 8
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
related to outstanding shares of restricted stock held by employees and directors during 2016, 2015 and 2014, respectively.
A summary of the Company’s nonvested shares activity for 2016 and 2015 is as follows:
Nonvested at December 31, 2014
Granted
Vested
Forfeited
Nonvested at December 31, 2015
Granted
Vested
Forfeited
Nonvested at December 31, 2016
Number
of shares
Weighted-average
grant date fair value
542,555
437,035
(243,423)
(26,892)
709,275
555,730
(287,233)
(25,100)
952,672
$ 130.29
159.32
183.10
148.82
$ 146.64
172.67
141.27
139.56
$164.62
At December 31, 2016, there was $92.9 million of total unrecognized compensation expense related to nonvested awards granted
to both employees and directors under the Company’s share-based payment plans. That cost is expected to be recognized over
a weighted-average period of 2.6 years. Unrecognized compensation expense related to nonvested shares of restricted stock
grants is recorded as a reduction to additional paid-in capital in stockholders’ equity at December 31, 2016.
Employee Stock Purchase Plan—During 2016, 2015 and 2014, participants of the ESPP purchased 19,448, 18,132 and 20,368
shares, respectively, of Roper’s common stock for total consideration of $3.3 million, $2.9 million, and $2.8 million, respectively.
All of these shares were purchased from Roper’s treasury shares. The Company had no compensation expense relating to the
stock purchase plan during 2016, 2015 and 2014.
(12) CONTINGENCIES
Roper, in the ordinary course of business, is the subject of, or a party to, various pending or threatened legal actions, including
product liability and employment practices that, in general, are based upon claims of the kind that have been customary over
the past several years and which the Company is vigorously defending. After analyzing the Company’s contingent liabilities on
a gross basis and, based upon past experience with resolution of its product liability and employment practices claims and
the limits of the primary, excess, and umbrella liability insurance coverages that are available with respect to pending claims,
management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that
the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper’s consolidated finan-
cial position, results of operations or cash flows.
Roper or its subsidiaries have been named defendants along with numerous industrial companies in asbestos-related litigation
claims in certain U.S. states. No significant resources have been required by Roper to respond to these cases and Roper believes
it has valid defenses to such claims and, if required, intends to defend them vigorously. Given the state of these claims it is not
possible to determine the potential liability, if any.
Roper’s rent expense was $44.9 million, $40.2 million and $38.4 million for 2016, 2015 and 2014, respectively. Roper’s future
minimum property lease commitments are as follows (in millions):
2017
2018
2019
2020
2021
Thereafter
Total
$ 53.8
41.0
32.4
28.7
24.9
51.6
$232.4
A summary of the Company’s warranty accrual activity is presented below (in thousands):
Balance, beginning of year
Additions charged to costs and expenses
Deductions
Other
Balance, end of year
2016
2015
2014
$ 10,183
15,950
(15,513)
(72)
$ 9,537
14,284
(13,059)
(579)
$ 14,336
13,396
(18,078)
(117)
$ 10,548
$ 10,183
$ 9,537
Other included warranty balances at acquired businesses at the dates of acquisition, the effects of foreign currency translation
adjustments, reclassifications and other.
As of December 31, 2016, Roper had $74 million of letters of credit issued to guarantee its performance under certain services
contracts or to support certain insurance programs and $521 million of outstanding surety bonds. Certain contracts, primarily
those involving public sector customers, require Roper to provide a surety bond as a guarantee of its performance of contractual
obligations.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
49
(13) SEGMENT AND GEOGRAPHIC AREA INFORMATION
Roper’s operations are reported in four segments around common customers, markets, sales channels, technologies and
common cost opportunities. The segments are: Medical & Scientific Imaging, RF Technology, Industrial Technology and Energy
Systems & Controls. The Medical & Scientific Imaging segment offers medical products and software, high performance digital
imaging products and software. The RF Technology segment includes products and systems related to comprehensive toll and
traffic systems and processing, security and access control, campus card systems, card readers, software-as-a-service appli-
cations in the freight matching, commercial construction and food industries, comprehensive business software for legal and
construction firms and utility metering and remote monitoring applications. Products included within the Industrial Technology
segment are water and fluid handling pumps, flow measurement and metering equipment, industrial valves and controls,
materials analysis equipment and consumables and industrial leak testing. The Energy Systems & Controls segment’s products
include control systems, equipment and consumables for fluid properties testing, vibration sensors and other non-destructive
inspection and measurement products and services. Roper’s management structure and internal reporting are aligned consis-
tently with these four segments.
There were no material transactions between Roper’s business segments during 2016, 2015 and 2014. Sales between geographic
areas are primarily of finished products and are accounted for at prices intended to represent third-party prices. Operating
profit by business segment and by geographic area is defined as net sales less operating costs and expenses. These costs and
expenses do not include unallocated corporate administrative expenses. Items below income from operations on Roper’s
statement of earnings are not allocated to business segments.
Identifiable assets are those assets used primarily in the operations of each business segment or geographic area. Corporate
assets are principally comprised of cash and cash equivalents, deferred tax assets, recoverable insurance claims, deferred
compensation assets and property and equipment.
Selected financial information by business segment for 2016, 2015 and 2014 follows (in thousands):
Capital expenditures
Depreciation and other amortization
16,098
119,248
11,536
82,653
Capital expenditures
Depreciation and other amortization
12,642
105,928
10,758
56,877
2016
Net sales
Operating profit
Assets:
Operating assets
Intangible assets, net
Other
Total
2015
Net sales
Operating profit
Assets:
Operating assets
Intangible assets, net
Other*
Total
2014
Net sales
Operating profit
Assets:
Operating assets
Intangible assets, net
Other*
Total*
Medical &
Scientific
Imaging
RF
Technology
Industrial
Technology
Energy
Systems &
Controls
Corporate
Total
$1,362,813
477,548
$1,210,264
372,467
$706,625
202,451
$510,223
129,602
$
—
(127,505)
$ 3,789,925
1,054,563
282,437
4,660,298
154,838
487,936
6,634,964
156,413
182,430
493,924
88,130
6,590
18,573
164,349
513,799
134,976
2,218
19,701
11,788
—
358,645
863
278
1,128,940
12,302,985
893,002
14,324,927
37,305
240,453
$ 1,215,318
441,931
$ 1,033,951
312,112
$745,381
214,538
$587,745
162,128
$
—
(102,791)
$ 3,582,395
1,027,918
265,520
4,451,028
121,461
293,004
2,848,911
117,596
182,544
513,155
67,832
9,179
19,912
194,898
540,628
113,014
3,276
21,254
9,080
—
449,694
405
290
945,046
8,353,722
869,597
10,168,365
36,260
204,261
$ 1,080,309
375,867
$ 950,227
271,177
$ 827,145
247,596
$ 691,813
203,021
$
—
(98,188)
$ 3,549,494
999,473
232,380
3,842,180
147,529
270,458
1,720,977
65,636
220,115
557,593
120,681
10,713
21,135
219,284
568,670
223,831
4,634
23,281
7,002
—
203,849
346
483
949,239
6,689,420
761,526
8,400,185
37,644
197,284
Capital expenditures
Depreciation and other amortization
11,430
93,683
10,521
58,702
*Other assets as of December 31, 2014 have been adjusted by $12,749 due to the adoption of a recent ASU regarding presentation of debt issuance costs
(see Note 1).
50
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Summarized data for Roper’s U.S. and foreign operations (principally in Canada, Europe and Asia) for 2016, 2015 and 2014,
based upon the country of origin of the Roper entity making the sale, was as follows (in thousands):
2016
Sales to unaffiliated customers
Sales between geographic areas
Net sales
Long-lived assets
2015
Sales to unaffiliated customers
Sales between geographic areas
Net sales
Long-lived assets
2014
Sales to unaffiliated customers
Sales between geographic areas
Net sales
Long-lived assets
United States
Non-U.S.
Eliminations
Total
$2,978,496
137,276
$ 811,429
109,370
$ —
(246,646)
$3,789,925
—
$3,115,772
$ 920,799
$(246,646)
$3,789,925
$ 145,996
$ 21,020
$ —
$ 167,016
$2,829,752
135,363
$ 752,643
119,006
$ —
(254,369)
$ 3,582,395
—
$2,965,115
$ 871,649
$(254,369)
$ 3,582,395
$ 133,522
$
21,960
$ —
$ 155,482
$ 2,661,470
159,049
$ 888,024
119,175
$
—
(278,224)
$ 3,549,494
—
$ 2,820,519
$1,007,199
$ (278,224)
$ 3,549,494
$ 134,855
$
30,781
$
—
$ 165,636
Export sales from the U.S. during the years ended December 31, 2016, 2015 and 2014 were $460 million, $481 million and $477
million, respectively. In the year ended December 31, 2016, these exports were shipped primarily to Asia (37%), Europe (19%),
Canada (16%), Middle East (16%) and other (12%).
Sales to customers outside the U.S. accounted for a significant portion of Roper’s revenues. Sales are attributed to geographic
areas based upon the location where the product is ultimately shipped. Roper’s net sales for the years ended December 31, 2016,
2015 and 2014 are shown below by region, except for Canada, which is presented separately as it is the only country in which
Roper has had greater than 5% of total sales for any of the three years presented (in thousands):
2016
Canada
Europe
Asia
Middle East
Rest of the world
Total
2015
Canada
Europe
Asia
Middle East
Rest of the world
Total
2014
Canada
Europe
Asia
Middle East
Rest of the world
Total
Medical &
Scientific
Imaging
$ 21,993
228,058
111,843
10,107
21,549
RF
Technology
Industrial
Technology
$ 52,703
71,673
11,988
50,605
17,067
$ 60,551
89,229
52,087
2,997
20,675
Energy
Systems &
Controls
$ 22,360
119,032
126,769
37,491
46,202
Total
$ 157,607
507,992
302,687
101,200
105,493
$393,550
$204,036
$225,539
$351,854
$1,174,979
$ 23,737
167,698
112,732
15,877
20,417
$340,461
$ 24,997
185,263
107,695
9,997
28,722
$ 45,506
57,581
10,019
54,165
10,761
$178,032
$ 45,811
54,330
7,555
34,241
9,333
$ 65,826
97,938
60,817
4,220
24,471
$253,272
$ 106,598
121,909
61,552
3,824
26,134
$ 23,883
129,021
132,088
50,227
55,074
$ 158,952
452,238
315,656
124,489
110,723
$390,293
$ 1,162,058
$ 31,831
157,391
143,524
42,988
78,186
$ 209,237
518,893
320,326
91,050
142,375
$ 356,674
$ 151,270
$ 320,017
$ 453,920
$ 1,281,881
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
51
(14) CONCENTRATION OF RISK
Financial instruments which potentially subject the Company to credit risk consist primarily of cash, cash equivalents and
trade receivables.
The Company maintains cash and cash equivalents with various major financial institutions around the world. Cash equivalents
include investments in commercial paper of companies with high credit ratings, investments in money market securities and
securities backed by the U.S. Government. The Company limits the amount of credit exposure with any one financial institution
and believes that no significant concentration of credit risk exists with respect to cash investments.
Trade receivables subject the Company to the potential for credit risk with customers. To reduce credit risk, the Company
performs ongoing evaluations of its customers’ financial condition.
(15) QUARTERLY FINANCIAL DATA (UNAUDITED)
(in thousands, except per share data)
2016
Net sales
Gross profit
Income from operations
Net earnings
Earnings from continuing operations per common share:
Basic
Diluted
2015
Net sales
Gross profit
Income from operations
Net earnings
Earnings from continuing operations per common share:
Basic
Diluted
First
quarter
Second
quarter
Third
quarter
Fourth
quarter
$902,423
559,519
244,991
151,416
1.50
1.48
$ 865,281
518,161
246,896
155,773
1.55
1.54
$931,558
567,520
253,078
158,069
1.56
1.54
$ 889,541
533,911
251,974
171,280
1.70
1.69
$945,144
578,493
267,390
167,079
1.65
1.63
$ 883,933
533,483
250,371
160,417
1.59
1.58
$1,010,800
626,878
289,104
182,081
1.79
1.78
$ 943,640
579,091
278,677
208,597
2.07
2.05
The sum of the four quarters may not agree with the total for the year due to rounding.
ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES
SCHEDULE II—CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2016, 2015 and 2014
(in thousands)
Allowance for doubtful accounts and sales allowances
2016
2015
2014
Reserve for inventory obsolescence
2016
2015
2014
Balance at
Beginning
of Year
Additions
Charged to
Costs and
Expenses
Deductions
Other
Balance
at End
of Year
$12,404
13,694
14,992
$34,040
38,879
43,452
$ 1,791
$ (2,794)
$ 3,088
$14,489
1,536
2,357
(4,128)
(3,355)
1,302
(300)
12,404
13,694
$10,071
$ (6,540)
$ (338)
$37,233
8,616
8,621
(9,049)
(11,833)
(4,406)
(1,361)
34,040
38,879
Deductions from the allowance for doubtful accounts represented the net write-off of uncollectible accounts receivable.
Deductions from the inventory obsolescence reserve represented the disposal of obsolete items.
Other included the allowance for doubtful accounts and reserve for inventory obsolescence of acquired businesses at the dates
of acquisition, the effects of foreign currency translation adjustments for those companies whose functional currency was not
the U.S. dollar, reclassifications and other.
52
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
ITEM 9 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There have been no changes in accountants or disagreements with accountants on accounting and financial disclosures.
ITEM 9A | CONTROLS AND PROCEDURES
MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate control over financial reporting, as such term is
defined in Exchange Act Rules 13a-15(f) and 15d-15(f). 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 based on the framework in Internal Control—Integrated Framework (2013) issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the framework in
Internal Control—Integrated Framework, our management concluded that our internal control over financial reporting was
effective as of December 31, 2016. Our internal control over financial reporting as of December 31, 2016 has been audited by
PricewaterhouseCoopers LLP, an independent registered certified public accounting firm, as stated in their report which is
included herein.
)
Our management excluded acquisitions completed during 2016 from its assessment of internal control over financial reporting
as of December 31, 2016. These acquisitions are wholly-owned subsidiaries whose excluded aggregate assets represent 2.1%,
and whose aggregate total revenues represent 2.6%, of the related consolidated financial statement amounts as of and for the
year ended December 31, 2016.
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this report. This evaluation was carried out under the supervision and with
the participation of our management, including our principal executive officer and principal financial officer. Based on this
evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, 2016; however,
through an administrative oversight, we late filed a required Current Report on Form 8-K related to the closing of Deltek acqui-
sition that was due on January 3, 2017 and have since taken appropriate steps to remediate the deficiency in our disclosure
controls and procedures.
Disclosure controls and procedures are our controls and other procedures designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported,
within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit
under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and
principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There was no change in our internal control over financial reporting that occurred during the fourth quarter of 2016 that has
materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
ITEM 9B | OTHER INFORMATION
There were no disclosures of any information required to be filed on Form 8-K during the fourth quarter of 2016 that were
not filed.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
53
PART III
Except as otherwise indicated, the following information required by the Instructions to Form 10-K is incorporated herein by
reference from the sections of the Roper Proxy Statement for the annual meeting of shareholders to be held on June 8, 2017
(“2017 Proxy Statement”), as specified below:
ITEM 10 | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
We incorporate the information required by this item by reference to our 2017 Proxy Statement.
ITEM 11 | EXECUTIVE COMPENSATION
We incorporate the information required by this item by reference to our 2017 Proxy Statement.
ITEM 12 | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS
Other than the information set forth below, we incorporate the information required by this item by reference to our 2017
Proxy Statement.
SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS
The following table provides information as of December 31, 2016 regarding compensation plans (including individual compen-
sation arrangements) under which our equity securities are authorized for issuance.
Plan Category
Equity Compensation Plans
Approved by Shareholders(1)
Stock options
Restricted stock awards(2)
Subtotal
Equity Compensation Plans Not
Approved by Shareholders
Total
(a)
Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights
(b)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(c)
Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))
3,419,597
952,672
4,372,269
—
4,372,269
$121.31
—
—
$
—
9,190,273
—
9,190,273
(1) Consists of the Amended and Restated 2006 Incentive Plan (no additional equity awards may be granted under this plan) and the 2016 Incentive Plan.
(2) The weighted-average exercise price is not applicable to restricted stock awards.
ITEM 13 | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
DIRECTOR INDEPENDENCE
We incorporate the information required by this item by reference to our 2017 Proxy Statement.
ITEM 14 | PRINCIPAL ACCOUNTANT FEES AND SERVICES
We incorporate the information required by this item by reference to our 2017 Proxy Statement.
54
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
PART IV
ITEM 15 | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
The following documents are filed as a part of this Annual Report.
(1) Consolidated Financial Statements: The following consolidated financial statements are included in Part II, Item 8 of
this report.
Consolidated Balance Sheets as of December 31, 2016 and 2015
Consolidated Statements of Earnings for the Years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Comprehensive Income for the Years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2016, 2015 and 2014
Consolidated Statements of Cash Flows for the Years ended December 31, 2016, 2015 and 2014
Notes to Consolidated Financial Statements
(2) Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2016, 2015 and 2014
(b)
Exhibits
Exhibit No.
Description of Exhibit
(a)2.1
(b)3.1
(c)3.2
(d)4.2
4.3
(e)4.4
(f)4.5
(g)4.6
(h)4.7
(i)4.8
(j)4.9
(k)4.10
4.11
(l)4.12
4.13
Agreement and Plan of Merger dated as of December 6, 2016, by and among Project Diamond Holdings
Corporation, the Company, Dash I, Inc. and Thoma Bravo, LLC, as representative of the stockholders of Project
Diamond Holdings Corporation and holders of outstanding options to acquire common stock of Project
Diamond Holdings Corporation.
Restated Certificate of Incorporation as amended through April 24, 2015.
Amended and Restated By-Laws.
Indenture between Registrant and SunTrust Bank, dated as of November 28, 2003.
Form of Debt Securities (included in Exhibit 4.2).
First Supplemental Indenture between Registrant and SunTrust Bank, dated as of December 29, 2003.
Second Supplemental Indenture between Registrant and SunTrust Bank, dated as of December 7, 2004.
Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.
Form of Note.
Form of 2.05% Senior Notes due 2018.
Form of 6.25% Senior Notes due 2019.
Form of 1.85% Senior Notes due 2017.
Form of 3.125% Senior Notes due 2022 (included in Exhibit 4.10).
Form of 3.00% Senior Notes due 2020.
Form of 3.85% Senior Notes due 2025 (included in Exhibit 4.12).
(m)4.14
Form of 2.800% Senior Notes due 2021.
4.15
Form of 3.800% Senior Notes due 2026 (included in Exhibit 4.14)
(n)10.01
(o)10.02
(p)10.03
(p)10.04
(q)10.05
(r)10.06
Form of Amended and Restated Indemnification Agreement.†
Employee Stock Purchase Plan, as amended and restated.†
2000 Stock Incentive Plan, as amended.†
Non-Qualified Retirement Plan, as amended.†
Brian D. Jellison Employment Agreement, dated as of December 29, 2008.†
Credit Agreement, dated as of September 23, 2016 among Registrant, the foreign subsidiary borrowers from
time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administra-
tive agent, Wells Fargo Bank, N.A. and Bank of America, N.A. as syndication agents, and The Bank of Tokyo-
Mitsubishi UFJ, Ltd. and Mizuho Bank, Ltd., PNC Bank, National Association, SunTrust Bank and TD Bank, N.A.
as co-documentation agents.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
55
(s)10.07
(t)10.08
(t)10.09
(u)10.10
(v)10.11
(w)10.12
(w)10.13
(w)10.14
(x)10.15
(y)10.16
Amendment No. 1 to Credit Agreement dated December 2, 2016, to Credit Agreement dated as of September 23,
2016 by and among Registrant, the foreign subsidiary borrowers party thereto from time to time, the lenders
party thereto from time to time, JP Morgan Chase Bank, N.A., as Administrative Agent, and the other agents
and parties thereto.
Form of Executive Officer Restricted Stock Award Agreement.†
Brian D. Jellison Restricted Stock Unit Award Agreement.†
Offer letter for John Humphrey, dated March 31, 2006.†
Amended and Restated 2006 Incentive Plan.†
Form of Restricted Stock Agreement for Non-Employee Directors.†
Form of Restricted Stock Agreement for Employees.†
Form of Non-Statutory Stock Option Agreement.†
David B. Liner Retirement Agreement and General Release dated November 18, 2016.†
Amendment to John Humphrey offer letter.†
10.17
Offer letter to John K. Stipancich, filed herewith.†
(z)10.18
Form of director and officer indemnification agreement.†
(aa)10.19
2016 Stock Incentive Plan.†
10.20
10.21
10.22
10.23
Amendment No. 1 to the 2016 Stock Incentive Plan, filed herewith.†
Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Stock
Incentive Plan, filed herewith.†
Form of Non-Statutory Stock Option Agreement, under the 2016 Stock Incentive Plan, filed herewith.†
Form of Restricted Stock Award Agreement, under the 2016 Stock Incentive Plan, filed herewith.†
(bb)10.24
Director Compensation Plan, under 2016 Stock Incentive Plan.†
10.25
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, under the 2016 Stock Incentive
Plan (included in Exhibit 10.24).†
21.1
23.1
31.1
31.2
32.1
List of Subsidiaries, filed herewith.
Consent of Independent Registered Public Accountants, filed herewith.
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith.
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith.
Section 1350 Certification of Chief Executive and Chief Financial Officers, filed herewith.
101.INS
XBRL Instance Document, furnished herewith.
101.SCH
XBRL Taxonomy Extension Schema Document, filed herewith.
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith.
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document, filed herewith.
101.LAB
XBRL Taxonomy Extension Label Linkbase Document, filed herewith.
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.
(a) Incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on December 6, 2016
(file no. 1-12273).
(b) Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2015
(file no. 1-12273).
(c) Incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed March 14, 2016
(file no. 1-12273).
(d) Incorporated herein by reference to Exhibit 4.2 to the Company’s Pre-Effective Amendment No. 1 to the Registration
Statement on Form S-3 filed November 28, 2003 (file no. 333-110491).
(e) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed January 13, 2004
(file no. 1-12273).
56
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
(f) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 7, 2004
(file no. 1-12273).
(g) Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2008
(file no. 1-12273).
(h) Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3/ASR filed November 25, 2015
(file no. 333-208200).
(i) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 6, 2013 (file no.
1-12273).
(j) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 2, 2009
(file no. 1-12273).
(k) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2012
(file no. 1-12273).
(l) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 7, 2015
(file no. 1-12273).
(m) Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 19, 2016
(file no. 1-12273).
(n) Incorporated herein by reference to Exhibit 10.04 to the Company’s Quarterly Report on Form 10-Q filed August 31, 1999
(file no. 1-12273).
(o) Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2010
(file no. 1-12273).
(p) Incorporated herein by reference to Exhibit 10.06 to the Company’s Annual Report on Form 10-K filed March 2, 2009
(file no. 1-12273).
(q) Incorporated herein by reference to Exhibit 10.07 to the Company’s Annual Report on Form 10-K filed March 2, 2009
(file no. 1-12273).
(r) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2016
(file no. 1-12273).
(s) Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 7, 2016
(file no. 1-12273).
(t) Incorporated herein by reference to Exhibits 99.1 and 99.2 to the Company’s Current Report on Form 8-K filed December 30,
2004 (file no. 1-12273).
(u) Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 9, 2006 (file
no. 1-12273).
(v) Incorporated herein by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed April 30,
2012 (file no. 1-12273).
(w) Incorporated herein by reference to Exhibits 10.2, 10.3 and 10.4 to the Company’s Current Report on Form 8-K filed
December 6, 2006 (file no. 1-12273).
(x) Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 23, 2016 (file no. 1-12273).
(y) Incorporated herein by reference to Exhibit 10.01 to the Company’s Quarterly Report on Form 10-Q filed May 7, 2009
(file no. 1-12273).
(z) Incorporated herein by reference to Exhibit 10 to the Current Report on Form 8-K filed November 20, 2015 (file no. 1-12273).
(aa) Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed April 26, 2016
(file no. 1-12273).
(bb) Incorporated by reference to Exhibit 10.2 to the Company’s Form 10Q filed August 5, 2016 (file no. 1-12273).
†Management contract or compensatory plan or arrangement.
ITEM 16 | FORM 10-K SUMMARY
None
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
57
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Roper has duly caused this Report
to be signed on its behalf by the undersigned, therewith duly authorized.
ROPER TECHNOLOGIES, INC.
(Registrant)
Brian D. Jellison, President and Chief Executive Officer
February 27, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons
on behalf of Roper and in the capacities and on the dates indicated.
/S/ BRIAN D. JELLISON
Brian D. Jellison
/S/ JOHN HUMPHREY
John Humphrey
/S/ PAUL J. SONI
Paul J. Soni
/S/ AMY WOODS BRINKLEY
Amy Woods Brinkley
/S/ JOHN F. FORT, III
John F. Fort, III
/S/ ROBERT D. JOHNSON
Robert D. Johnson
/S/ ROBERT E. KNOWLING
Robert E. Knowling
/S/ WILBUR J. PREZZANO
Wilbur J. Prezzano
/S/ LAURA G. THATCHER
Laura G. Thatcher
/S/ RICHARD F. WALLMAN
Richard F. Wallman
/S/ CHRISTOPHER WRIGHT
Christopher Wright
President, Chief Executive Officer and
Chairman of the Board of Directors
(Principal Executive Officer)
February 27, 2017
Executive Vice President,
Chief Financial Officer
(Principal Financial Officer)
February 27, 2017
Vice President and Controller
(Principal Accounting Officer)
February 27, 2017
Director
Director
Director
Director
Director
Director
Director
Director
February 27, 2017
February 27, 2017
February 27, 2017
February 27, 2017
February 27, 2017
February 27, 2017
February 27, 2017
February 27, 2017
58
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
EXHIBIT 10.17
6901 Professional Parkway E.
Telephone (941) 556-2601
Sarasota, FL 34240
Fax (941) 556-2670
June 17, 2016
Mr. John K. Stipancich
810 Foxhollow Run
Milton, GA 30004
Re: Offer Letter of Employment
Dear John:
This letter is to confirm our offer of employment to join Roper Technologies Inc. (“Roper” of the “Company”) as Vice President,
General Counsel and Secretary. You will report directly to me. We would like you to join the Company starting June 20, 2016.
Compensation:
• Your base salary will be $620,000 per year. Your performance will be measured and reviewed on an annual basis. The
first such review will be during the first quarter of 2017.
• Your annual bonus opportunity will be up to 100% of your annual base salary, with the payment based upon Company
performance. Any bonus earned for 2016 will be paid no later than March 15, 2017.
• A $375,000 one-time payment (less applicable withholdings) will be provided once you have formally commenced
employment with the Company. If you voluntarily terminate your employment with the Company before the end of two
full years of employment, you must repay a pro-rated portion of the one-time payment to the Company.
Equity Incentive Awards:
As soon as practicable after your employment commences, you will be granted the following equity incentive awards pursuant
to the Roper 2016 Incentive Plan:
• Stock Options: You will receive an option to purchase 18,000 shares of Roper common stock with an exercise price not
less than the fair market value of a share as of the grant date, and that will be scheduled to vest 50% on June 30, 2018,
and the remaining 50% will vest on June 30, 2019, subject to your continued employment with the Company through
each such vesting date.
• Restricted Shares: You will receive 12,000 restricted shares of Roper common stock, which vest contingent on the
Company attaining specific, pre-determined and objective performance goals, as certified by the Compensation
Committee. If the goals are obtained, 1/3 of the shares will vest on November 30, 2017, 1/3 of the shares will vest on
November 30, 2018 and the remaining 1/3 on November 30, 2019, subject to your continued employment with the
Company through each such vesting period.
Employee Benefits:
• You will be eligible for all Company employee benefits available to Roper’s corporate officers including disability, health,
dental, vision, life insurance, Non-Qualified Deferred Contribution Plan, and a 401(k) Plan. The Company currently makes
base and matching contributions of up 4.5%, as well as a 3% profit-sharing contribution as part of the 401(k) plan subject
to participation. Details of these and other benefits will be provided in materials that will be sent to you. Coverage will
commence on your start date with Roper to the extent permitted under the applicable plans.
• Customary vacation, holidays and sick leave and business and professional expense reimbursement will be provided as
per Company policy.
• Roper will provide $1,600 per month (taxable income) as a car allowance under its corporate program.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
59
Relocation:
Roper will reimburse (and gross up) the customary moving and relocation expenses you incur at the time of your relocation as
per Roper’s policy for executives. Specific benefits include:
• Real estate commission of up to 6% on the sale of your Milton, GA home and reasonable and customary seller’s closing
cost on the sale of your Milton, GA home
• Shipment of household goods
• Reasonable and customary closing costs for the purchase of a home in the Sarasota area
• Lump sum payment of $25,000 (~1/2 months’ salary, less applicable tax withholdings) to assist with miscellaneous
expenses associated with the relocation
If you voluntarily terminate your employment during the first two years after relocation, you must repay a pro-rated portion of
the relocation expenses, including lump sum payment, to the Company.
Severance:
• If Roper terminates your employment without Cause (as used herein, “Cause” shall mean gross neglect of duty, pro-
longed absence from duty without the consent of the Company, intentionally engaging in any activity that is in conflict
with or adverse to the business or other interests of the Company, or willful misconduct, misfeasance or malfeasance
of duty which is reasonably determined to be detrimental to the Company), you will be entitled to receive one year of
severance equal to your then-current monthly base salary, plus a pro-rated bonus, based upon Company performance,
and one year of medical benefits coverage. All of these payments will be provided in a lump sum payment, less applica-
ble withholdings.
This Employment is “at will” and either party can terminate the relationship at any time, with or without cause. In addition, The
Immigration Reform and Control Act of 1986 requires employers to verify that all associates are legally authorized to work in
the United States. You will be required to provide two forms of ID when completing the I-9 form.
Please feel free to contact Greg Anderson, Vice-President, Human Resources to address any further questions that you may
have about your transition to Roper.
John, we look forward to you joining the Roper team.
/s/ Brian D. Jellison
Brian D. Jellison
Chairman, President & Chief Executive Officer
Accepted by:
/s/ John K. Stipancich 18 June 2016
John K. Stipancich
p
60
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
EXHIBIT 10.20
FIRST AMENDMENT TO ROPER TECHNOLOGIES, INC.
2016 INCENTIVE PLAN
This First Amendment to the Roper Technologies, Inc. 2016 Incentive Plan (the “Plan”) is made effective on November 16, 2016.
In order to clarify the limited number of individuals who may qualify for the provisions
associated with Retirement prior to age 65, Article 2, Section 2.1(jj) of the Plan (and any cor-
responding definition in any predecessor equity plan) shall be amended by deleting the
words “other retirement program” and replacing them with the words “deferred compen-
sation plan in which the Participant participates at the time of such Retirement.”
All other terms and conditions of the Plan shall remain in full force and effect.
p
/s/ John K. Stipancich
John K. Stipancich
Corporate Secretary
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
61
EXHIBIT 10.22
ROPER TECHNOLOGIES, INC.
NON-US EMPLOYEE
CASH-SETTLED RESTRICTED STOCK UNIT AWARD CERTIFICATE
Non-transferable
G R A N T T O
______________________________________________________
(“Grantee”)
by Roper Technologies, Inc. (the “Company”) of
______________
restricted stock units convertible into a cash payment equal to the value of an equal number of shares of the Company’s common
stock, $0.01 par value per share (the “Units”), pursuant to and subject to the provisions of the Roper Technologies, Inc. 2016
Incentive Plan (the “Plan”) and to the terms and conditions set forth on the following pages (the “Terms and Conditions”).
By accepting this Award, Grantee shall be deemed to have agreed to the terms and conditions set forth in this Certificate and
the Plan.
Unless sooner vested in accordance with Section 2 of the Term and Conditions or otherwise in the discretion of the Committee,
the Units shall vest (become payable) in accordance with the following schedule; provided that Grantee is then still employed
by the Company or any of its Affiliates:
Percentage of Shares____________________________________ Vesting Date ____________________________________________
IN WITNESS WHEREOF, Roper Technologies, Inc., acting by and through its duly authorized officers, has caused this Certificate
to be executed.
ROPER TECHNOLOGIES, INC.
Grant Date: ______________________
By:
A c c e p t e d b y G r a n t e e :
_________________________________________________________________________________________
Its: President and Chief Executive Officer
62
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
TERMS AND CONDITIONS
1. Grant of Units. The Company hereby grants to the Grantee named on the cover page hereof, subject to the restrictions and
the other terms and conditions set forth in the Plan and in this Certificate, the number of restricted stock units indicated on
the cover page hereof (the “Units”) which represent the right to receive a cash payment equal to the Fair Market Value, as
of the applicable Vesting Date, of an equal number of shares of the Company’s $0.01 value common stock (“Stock”) on the
terms set forth in this Certificate. Capitalized terms used herein and not otherwise defined shall have the meanings
assigned to such terms in the Plan.
2. Vesting of Units. The Units have been credited to a bookkeeping account on behalf of Grantee. The Units will vest and become
non-forfeitable on the earliest to occur of the following (each, a “Vesting Date”):
(a) as to the percentages of the Units specified on the cover page hereof, on the respective Vesting Dates specified on
the cover page hereof; provided Grantee is then still employed by the Company or an Affiliate, or
(b) the termination of Grantee’s termination of employment by reason of death or Disability or, with the consent of the
Committee, Grantee’s Retirement.
If Grantee’s employment terminates prior to a Vesting Date for any reason other than as described in (b) above, Grantee
shall forfeit all right, title and interest in and to the unvested Units as of the date of such termination and the unvested Units
will be reconveyed to the Company without further consideration or any act or action by Grantee.
3. Settlement in Cash. Any Units that vest in accordance with Section 2 above will entitle Grantee to receive to a cash payment
equal to the Fair Market Value, as of the Vesting Date, of one share of Stock for each vested Unit. Such payment shall be
made no later than the 15th day of the third month after the month in which the Vesting Date occurs.
4. Dividend Equivalents. If and when cash dividends or other cash distributions are paid with respect to the Shares while the
Units are outstanding, the dollar amount of such dividends or distributions with respect to the number of Shares then
underlying the Units will be credited by the Company to an account for Grantee, and shall be accumulated without interest
(“Dividend Equivalents”). Dividend Equivalents credited to Grantee’s account with respect to earned and vested Units shall
be distributed to Grantee in cash at the same time that the vested Units are settled for cash. Grantee shall have no right to
Dividend Equivalents accumulated with respect to Units that are forfeited, and any such unearned Dividend Equivalents will
be reconveyed to the Company without further consideration or any act or action by Grantee.
5. Restrictions on Transfer and Pledge. No right or interest of Grantee in the Units may be pledged, encumbered, or hypothe-
cated or be made subject to any lien, obligation, or liability of Grantee to any other party other than the Company or an
Affiliate. The Units may not be sold, assigned, transferred or otherwise disposed of by Grantee other than by will or the
laws of descent and distribution.
6. Restrictions on Settlement of Units. If at any time the Committee shall determine in its discretion, that registration, listing or
qualification of the Units upon any securities exchange or similar self-regulatory organization or under any foreign, federal,
or local law or practice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a
condition to the settlement of the Units, no payment shall be made hereunder unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
7. No Right of Continued Employment; No Rights to Compensation or Damages. Nothing in the Plan or this Certificate or any
document executed under either of them shall interfere with or limit in any way the right of the Company or any Affiliate to
terminate Grantee’s employment without liability at any time, nor confer upon Grantee any right to continue in the employ
of the Company or any Affiliate. By executing this Certificate, Grantee waives any and all rights to compensation or damages
for the termination of his office or employment, or failure to provide sufficient notice of termination of his office or employ-
ment, with the Company or any Affiliate for any reason whatsoever insofar as those rights arise or may arise from the loss of
Grantee’s benefits or rights upon forfeiture of the Units in connection with such termination.
8. No Entitlement to Future Awards. The grant of the Units does not entitle Grantee to the grant of any additional units or
other awards under the Plan in the future. Future grants, if any, will be at the sole discretion of the Company, including,
but not limited to, the timing of any grant, the number of units, and vesting provisions. The grant of the Units is an extraor-
dinary item of compensation outside the scope of any employment contract. As such, the Units are not part of normal or
expected compensation for purposes of calculating severance, resignation, redundancy, end of service payments, bonuses,
long-service awards, pension or retirement benefits or similar payments.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
63
9. Transfer of Data. By executing this certificate, Grantee voluntarily acknowledges and consents to the collection, use, proc-
essing and transfer of personal data as described in this paragraph. Grantee is not obliged to consent to such collection,
use, processing and transfer of personal data, but failure to provide the consent may affect Grantee’s eligibility to receive
awards under the Plan. The Company and its Affiliates hold certain personal information about Grantee, including name,
home address and telephone number, date of birth, employee identification number, salary, nationality, job title, any shares
of stock or directorships held in the Company, and details of any rights or entitlements to shares of stock, for the purpose
of managing and administering the Plan (“Data”). The Company and its Affiliates will transfer Data amongst themselves as
necessary for the purpose of implementation, administration and management of Grantee’s participation in the Plan, and
the Company and any of its Affiliates may each further transfer Data to any third parties assisting in the implementation,
administration and management of the Plan. These recipients may be located in the United States or elsewhere throughout
the world. Grantee authorizes them to receive, possess, use, retain and transfer the Data, in electronic or other form, for
the purposes of implementing, administering and managing Grantee’s participation in the Plan, including any requisite
transfer of such Data as may be required for the administration of the Plan and/or the subsequent holding of shares of stock
on Grantee’s behalf to a broker or other third party with whom Grantee may elect to deposit any shares of stock acquired
pursuant to the Plan. Grantee may, at any time, review Data, require any necessary amendments to it or withdraw the con-
sents herein in writing by contacting the Company; however, by withdrawing his or her consent, Grantee will affect his or
her ability to participate in the Plan.
10. Payment of Taxes. The Company or any Affiliate employing Grantee has the authority and the right to deduct or withhold,
or require Grantee to remit to the employer, an amount sufficient to satisfy all applicable taxes (including Grantee’s income
tax and employee national insurance obligations) required by law to be withheld with respect to any taxable event arising as
a result of the vesting or settlement of the Units. The obligations of the Company under this Certificate will be conditional
on such payment or arrangements, and the Company, and, where applicable, its Affiliates will, to the extent permitted by
law, have the right to deduct any such taxes from any payment of any kind otherwise due to Grantee.
11. Amendment. The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however,
that such amendment, modification or termination shall not, without Grantee’s consent, reduce or diminish the value of this
award determined as if it had been fully vested (i.e., as if the Units had vested) on the date of such amendment or termination.
12. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate
shall be governed by and construed in accordance with the Plan. Without limiting the foregoing, the terms and conditions
of the Units are subject to adjustment as provided in Article 15 of the Plan. In the event of any actual or alleged conflict
between the provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and
determinative.
13. Governing Law. This Certificate shall be construed in accordance with and governed by the laws of the State of Delaware,
United States of America, regardless of the law that might be applied under principles of conflict of laws.
14. Severability. If any one or more of the provisions contained in this Certificate is deemed to be invalid, illegal or unenforceable,
the other provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision
had never been included.
15. Relationship to Other Benefits. The Shares shall not affect the calculation of benefits under any other compensation plan or
program of the Company, except to the extent specially provided in such other plan or program.
16. Notice. Notices and communications hereunder must be in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Roper
Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240; Attn: Secretary, or any other address
designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee
then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.
64
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
EXHIBIT 10.23
NONSTATUTORY STOCK OPTION CERTIFICATE
Non-transferable
G R A N T T O
______________________________________________________
(“Optionee”)
the right to purchase from Roper Technologies, Inc. (the “Company”)
______________
____________ shares of its common stock, $0.01 par value, at the price of $____________ per share (the “Option”) pursuant to and
subject to the provisions of the Roper Technologies, Inc. 2016 Incentive Plan (the “Plan”) and to the terms and conditions set
forth on the following page (the “Terms and Conditions”). By accepting the Option, Optionee shall be deemed to have agreed to
the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not otherwise defined
shall have the meanings assigned to such terms in the Plan.
_
Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the Option shall vest (become
exercisable) in accordance with the following schedule:
_______________________________________________________________________________________________________________
Percent of Option Shares Vested
Continuous Status as a Participant
after Grant Date
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
_______________________________________________________________________________________________________________
IN WITNESS WHEREOF, Roper Technologies, Inc., acting by and through its duly authorized officers, has caused this Certificate
to be duly executed.
ROPER TECHNOLOGIES, INC.
By:
Its: President and Chief Executive Officer
Grant Date: ______________________
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
65
TERMS AND CONDITIONS
1. Vesting of Option. The Option shall vest (become exercisable) in accordance with the schedule shown on the cover page of
this Certificate. Notwithstanding the foregoing vesting schedule, the Option shall become fully vested and exercisable upon:
(i) Optionee’s death or Disability during his or her Continuous Status as a Participant, (ii) a Change in Control, unless the
Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection with the Change in
Control, or (iii) if the Option is assumed by the surviving entity or otherwise equitably converted or substituted in connection
with a Change in Control, the termination of Optionee’s employment by the Company without Cause (or Optionee’s resigna-
tion for Good Reason as provided in any employment, severance or similar agreement between Optionee and the Company
or an Affiliate) within two years after the effective date of the Change in Control.
2. Term of Option and Limitations on Right to Exercise. The term of the Option will be for a period of ten years, expiring at
5:00 p.m., Eastern Time, on the tenth anniversary of the Grant Date (the “Expiration Date”). To the extent not previously
exercised, the Option will lapse prior to the Expiration Date upon the earliest to occur of the following circumstances:
(a) Three months after the date of the termination of Optionee’s Continuous Status as a Participant for any reason other
than (i) for Cause or (ii) by reason of Optionee’s death, Disability or Retirement.
(b) Thirty-six (36) months after the date of the termination of Optionee’s Continuous Status as a Participant by reason
of Retirement.
(c) Twelve months after the date of the termination of Optionee’s Continuous Status as a Participant by reason of Disability.
(d) Twelve months after the date of Optionee’s death, if Optionee dies while employed, or during the three-month period
described in subsection (a) above, during the thirty-six month period described in subsection (b) above or during
the twelve-month period described in subsection (c) above and before the Option otherwise lapse. Upon Optionee’s
death, the Option may be exercised by Optionee’s beneficiary designated pursuant to the Plan.
(e) 5:00 p.m., Eastern Time, on the 10th business day after the date of the termination of Optionee’s Continuous Status as
a Participant for Cause. If Optionee returns to employment with the Company during the designated post-termination
exercise period, then Optionee shall be restored to the status Optionee held prior to such termination but no vesting
credit will be earned for any period Optionee was not in Continuous Status as a Participant. If Optionee or his or her
beneficiary exercises an Option after termination of service, the Option may be exercised only with respect to the
Shares that were otherwise vested on Optionee’s termination of service, including Option Shares vested by accelera-
tion under section 1.
3. Exercise of Option. The Option shall be exercised by (a) notice directed to the Secretary of the Company or his or her designee
at the address and in the form specified by the Secretary from time to time and (b) payment to the Company in full for the
Shares subject to such exercise (unless the exercise is a broker-assisted cashless exercise, as described below). If the
person exercising an Option is not Optionee, such person shall also deliver with the notice of exercise appropriate proof of
his or her right to exercise the Option. Payment for such Shares shall be in (a) cash, (b) Shares previously acquired by the
purchaser, or (c) any combination thereof, for the number of Shares specified in such written notice. The value of surrendered
Shares for this purpose shall be the Fair Market Value as of the last trading day immediately prior to the exercise date.
Alternatively, the Company may permit Optionee to exercise the Option through a “net” exercise, whereby the Company
shall retain from the Option that number of Option shares having a Fair Market Value on the date of exercise equal to some
or all of the exercise price. To the extent permitted under Regulation T of the Federal Reserve Board, and subject to appli-
cable securities laws and any limitations as may be applied from time to time by the Committee (which need not be uniform),
the Option may be exercised through a broker in a so-called “cashless exercise” whereby the broker sells the Option Shares
on behalf of Optionee and delivers cash sales proceeds to the Company in payment of the exercise price. In such case, the
date of exercise shall be deemed to be the date on which notice of exercise is received by the Company and the exercise
price shall be delivered to the Company by the settlement date.
4. Withholding. The Company or any employer Affiliate has the authority and the right to deduct or withhold, or require Optionee
to remit to the employer, an amount sufficient to satisfy federal, state, and local taxes (including Optionee’s FICA obligation)
required by law to be withheld with respect to any taxable event arising as a result of the exercise of the Option. The with-
holding requirement may be satisfied, in whole or in part, at the election of the Secretary, by withholding from the Option
Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount)
required to be withheld for tax purposes, all in accordance with such procedures as the Secretary establishes.
5. Limitation of Rights. The Option does not confer to Optionee or Optionee’s beneficiary any rights of a shareholder of the
Company unless and until Shares are in fact issued to such person in connection with the exercise of the Option. Nothing
in this Certificate shall interfere with or limit in any way the right of the Company or any Affiliate to terminate Optionee’s
service at any time, nor confer upon Optionee any right to continue in the service of the Company or any Affiliate.
66
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
6. Restrictions on Transfer and Pledge. No right or interest of Optionee in the Option may be pledged, encumbered, or hypoth-
ecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability
of Optionee to any other party other than the Company or an Affiliate. The Option is not assignable or transferable by
Optionee other than by will or the laws of descent and distribution, but the Committee may (but need not) permit other
transfers. The Option may be exercised during the lifetime of Optionee only by Optionee or any permitted transferee.
7. Restrictions on Issuance of Shares. If at any time the Committee shall determine in its discretion, that registration, listing
or qualification of the Shares covered by the Option upon any Exchange or under any foreign, federal, or local law or practice,
or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition to the exercise
of the Option, the Option may not be exercised in whole or in part unless and until such registration, listing, qualification,
consent or approval shall have been effected or obtained free of any conditions not acceptable to the Committee.
8. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate
shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the
provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.
9. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this
Certificate and the Plan.
10. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be
addressed to Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240, Attn: Secretary,
or any other address designated by the Company in a written notice to Optionee. Notices to Optionee will be directed to the
address of Optionee then currently on file with the Company, or at any other address given by Optionee in a written notice
to the Company.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
67
EXHIBIT 10.24
RESTRICTED STOCK AWARD CERTIFICATE
Non-transferable
G R A N T T O
______________________________________________________
(“Grantee”)
by Roper Technologies, Inc. (the “Company”) of
__________ shares of its common stock, $0.01 par value (the “Shares”)
pursuant to and subject to the provisions of the Roper Technologies, Inc. 2016 Incentive Plan (the “Plan”) and to the terms and
conditions set forth on the following page (the “Terms and Conditions”). By accepting the Shares, Grantee shall be deemed to
have agreed to the terms and conditions set forth in this Certificate and the Plan. Capitalized terms used herein and not other-
wise defined shall have the meanings assigned to such terms in the Plan.
Unless vesting is accelerated in accordance with the Plan or in the discretion of the Committee, the Shares will vest (become
non-forfeitable) in accordance with the following schedule:
Continuous Status as a Participant
after Grant Date
Percent of Shares Vested
IN WITNESS WHEREOF, Roper Technologies, Inc., acting by and through its duly authorized officers, has caused this Certificate
to be duly executed.
ROPER TECHNOLOGIES, INC.
By: ____________________________________________________ Grant Date:_____________________________________________
Its: President and Chief Executive Officer
68
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
TERMS AND CONDITIONS
1. Restrictions. The Shares are subject to each of the following restrictions. “Restricted Shares” mean those Shares that are
subject to the restrictions imposed hereunder which restrictions have not then expired or terminated. Restricted Shares may
not be sold, transferred, exchanged, assigned, pledged, hypothecated or otherwise encumbered. If Grantee’s employment
with the Company or any Subsidiary terminates for any reason other than as set forth in paragraph (b) or (d) of Section 2
hereof, then Grantee shall forfeit all of Grantee’s right, title and interest in and to the Restricted Shares as of the date of
employment termination, and such Restricted Shares shall revert to the Company immediately following the event of forfei-
ture. The restrictions imposed under this Section shall apply to all shares of the Company’s Stock or other securities issued
with respect to Restricted Shares hereunder in connection with any merger, reorganization, consolidation, recapitalization,
stock dividend or other change in corporate structure affecting the Stock of the Company.
2. Expiration and Termination of Restrictions. The restrictions imposed under Section 1 will expire on the earliest to occur of
the following (the period prior to such expiration being referred to herein as the “Restricted Period”):
(a) as to the percentages of the Shares specified on the cover page hereof, on the respective dates specified on the cover
page hereof; provided Grantee is then employed by the Company or an Affiliate; or
(b) as to all of the Shares, the termination of Grantee’s employment due to death or Disability; or
(c) the occurrence of a Change in Control, except with respect to any Restricted Shares assumed by the surviving entity
or otherwise equitably converted or substituted in connection with the Change in Control; or
(d) with respect to any Restricted Shares assumed by the surviving entity or otherwise equitably converted or substituted
in connection with a Change in Control, upon the termination of Grantee’s employment without Cause (or Grantee’s
resignation for Good Reason as provided in any employment, severance or similar agreement between Grantee and
the Company or an Affiliate) within two years after the effective date of the Change in Control.
3. Delivery of Shares. The Shares will be registered in the name of Grantee as of the Grant Date and may be held by the
Company during the Restricted Period in certificated or uncertificated form. If a certificate for Restricted Shares is issued
during the Restricted Period with respect to such Shares, such certificate shall be registered in the name of Grantee and
shall bear a legend in substantially the following form (in addition to any legend required under applicable state securities
laws): “This certificate and the shares of stock represented hereby are subject to the terms and conditions (including for-
feiture and restrictions against transfer) contained in a Restricted Stock Certificate between the registered owner of the
shares represented hereby and Roper Technologies, Inc. Release from such terms and conditions shall be made only in
accordance with the provisions of such Certificate, copies of which are on file in the offices of Roper Technologies, Inc.”
Stock certificates for the Shares, without the first above legend, shall be delivered to Grantee or Grantee’s designee upon
request of Grantee after the expiration of the Restricted Period, but delivery may be postponed for such period as may be
required for the Company with reasonable diligence to comply, if deemed advisable by the Company, with registration
requirements under the Securities Act of 1933, listing requirements under the rules of any stock exchange, and require-
ments under any other law or regulation applicable to the issuance or transfer of the Shares.
4. Voting and Dividend Rights. Grantee, as beneficial owner of the Shares, shall have full voting and dividend rights with
respect to the Shares during and after the Restricted Period. Each dividend payment, if any, shall be made no later than the
end of the calendar year in which the dividend is paid to the shareholders or, if later, the 15th day of the third month follow-
ing the date the dividend is paid to shareholders. Any non-cash dividends shall be subject to the restrictions imposed under
Section 1. If Grantee forfeits any rights he may have under this Certificate, Grantee shall no longer have any rights as a
stockholder with respect to the Restricted Shares or any interest therein and Grantee shall no longer be entitled to receive
dividends on such stock. In the event that for any reason Grantee shall have received dividends upon such stock after such
forfeiture, Grantee shall repay to the Company any amount equal to such dividends.
5. No Right of Continued Employment. Nothing in this Certificate shall interfere with or limit in any way the right of the
Company or any Affiliate to terminate Grantee’s employment at any time, nor confer upon Grantee any right to continue in
the employ of the Company or any Affiliate.
6. Payment of Taxes. Grantee will, no later than the date as of which any amount related to the Shares first becomes includ-
able in Grantee’s gross income for federal income tax purposes, pay to the Company, or make other arrangements satis-
factory to the Committee regarding payment of, any federal, state and local taxes of any kind required by law to be withheld
with respect to such amount, including without limitation the surrender of shares of Stock to the Company. The obligations
of the Company under this Certificate will be conditional on such payment or arrangements, and the Company, and, where
applicable, its Affiliates will, to the extent permitted by law, have the right to deduct any such taxes from the award or any
payment of any kind otherwise due to Grantee.
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
69
7. Plan Controls. The terms contained in the Plan are incorporated into and made a part of this Certificate and this Certificate
shall be governed by and construed in accordance with the Plan. In the event of any actual or alleged conflict between the
provisions of the Plan and the provisions of this Certificate, the provisions of the Plan shall be controlling and determinative.
8. Successors. This Certificate shall be binding upon any successor of the Company, in accordance with the terms of this
Certificate and the Plan.
9. Severability. If any one or more of the provisions contained in this Certificate is invalid, illegal or unenforceable, the other
provisions of this Certificate will be construed and enforced as if the invalid, illegal or unenforceable provision had never
been included.
10. Notice. Notices and communications under this Certificate must be in writing and either personally delivered or sent by
registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be
addressed to Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240: Attn: Secretary,
or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the
address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice
to the Company.
70
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
EXHIBIT 21.1
Name of Subsidiary
3089554 Nova Scotia ULC
AC Analytical Controls B.V.
AC Analytical Controls Holding B.V.
AC Analytical Controls Services B.V.
Acton Research Corporation
Acumen PM, LLC
Aderant Canada Company
Aderant Case Management, LLC
Aderant CM, LLC
Aderant CompuLaw, LLC
Aderant CRM, LLC
Aderant DoD, LLC
Aderant Enterprise Holdings, Inc.
Aderant FM, LLC
Aderant Holdings, Inc.
Aderant Imaging, LLC
Aderant International Holdings, Inc.
Aderant Legal Holdings, Inc.
Aderant Legal Holdings (AUS) Pty Ltd
Aderant Legal Holdings (NZ) ULC
Aderant Legal (UK) Limited
Aderant North America, Inc.
Aderant Parent Holdings, Inc.
Aderant RainMaker, LLC
Aderant Redwood, LLC
Advanced Sensors Limited
Alpha Holdings of Delaware I LLC
Alpha Holdings of Delaware II LLC
Alpha Technologies B.V.
Alpha Technologies GmbH
Alpha Technologies Japan LLC
Alpha Technologies Services LLC
Alpha Technologies U.K.
Alpha Technologies, s.r.o.
Alpha UK Holdings LLC
Amot Controls Corporation
Amot Controls GmbH
Amot/Metrix Investment Company, Inc.
Amphire Solutions, Inc.
Amtech Systems (Hong Kong) Limited
Amtech Systems, LLC
Amtech World Corporation
Ascension Technology Corporation
Atlantic Health Partners, Inc.
Atlas Database Software Corp.
Atlas Healthcare Software India Private Limited
Axium Holdco, Inc.
BidClerk, Inc.
Bid News Construction Reports LLC
CBORD Holdings Corp.
CDC Publishing, LLC
Centurion Research Solutions, LLC
Civco Holding, Inc.
Civco Medical Instruments Co., Inc.
CIVCO Medical Solutions B.V.
Clinisys Group Limited
Clinisys Scotland Limited
Jurisdiction of Incorporation/Organization
Canada
Netherlands
Netherlands
Netherlands
Delaware
Texas
Canada
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Australia
New Zealand
United Kingdom
Florida
Delaware
Delaware
Delaware
United Kingdom
Delaware
Delaware
Netherlands
Germany
Delaware
Delaware
United Kingdom
Czech Republic
Delaware
Delaware
Germany
Delaware
Delaware
Hong Kong
Delaware
Delaware
Delaware
Delaware
California
India
Delaware
Delaware
Oklahoma
Delaware
Delaware
Virginia
Delaware
Iowa
Netherlands
United Kingdom
United Kingdom
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
71
Name of Subsidiary
Clinisys Solutions Limited
CMD Holdco, Inc.
Compressor Controls (Beijing) Corporation Ltd.
Compressor Controls Corporation
Compressor Controls Corporation B.V.
Compressor Controls Corporation Middle East
Compressor Controls Corporation S.r.l.
Compressor Controls Mauritius Ltd.
Compressor Controls Pty Ltd.
Construction Datafax, Inc.
Construction Market Data Group Inc.
Construction Market Data Group LLC
Cornell Pump Company
Cornell Pump Europe GmbH
C/S Solutions, Inc.
DAP Technologies Corp.
DAP Technologies Limited
DAP Technologies LTD
Dash I, Inc.
DAT Solutions, LLC
Data Innovations LLC
Data Innovations Cooperatief U.A.
Data Innovations Europe S.A.
Data Innovations Latin America Ltda
Dawning Technologies, LLC
DCMH Group Holdings, Inc.
DCMH Group Holdings, LLC
DCMH Holdings, Inc.
Deltek Asia Pacific (HK) Limited
Deltek Australia Pty Ltd.
Deltek Belgie BVBA
Deltek Danmark A/S
Deltek France SAS
Deltek GB Limited
Deltek GmbH
Deltek Holdings Limited
Deltek, Inc.
Deltek Nederland B.V.
Deltek Netherlands B.V.
Deltek Norge AS
Deltek Systems (Canada), Inc.
Deltek Systems (Colorado) Inc.
Deltek Systems (Philippines) Ltd.
Deltek Systems (UK) Ltd.
Deltek Sverige AB
Deltek UK Limited
Deltek US, Inc.
Deltek WST LLC
DI Acquisition Subsidiary, Inc.
DI Dutch Holdings LLC
DI Hong Kong Limited
Dynamic Instruments, Inc.
Dynisco Enterprises GmbH
Dynisco Enterprises, LLC
Dynisco Europe GmbH
Dynisco Holding GmbH
Dynisco Hong Kong Holdings, Limited
Dynisco Instruments LLC
Jurisdiction of Incorporation/Organization
United Kingdom
Delaware
China
Iowa
Netherlands
Delaware
Italy
Mauritius
Australia
Alabama
Canada
Delaware
Delaware
Germany
California
Delaware
United Kingdom
Canada
Delaware
Delaware
Delaware
Netherlands
Belgium
Brazil
Delaware
Delaware
Delaware
Delaware
Hong Kong
Australia
Belgium
Denmark
France
United Kingdom
Germany
United Kingdom
Delaware
Netherlands
Netherlands
Norway
Canada
Wyoming
Virginia
United Kingdom
Sweden
United Kingdom
Delaware
Texas
Delaware
Delaware
Hong Kong
California
Germany
Delaware
Germany
Germany
Hong Kong
Delaware
72
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Name of Subsidiary
Jurisdiction of Incorporation/Organization
Dynisco Instruments S.a.r.l.
Dynisco LLC
Dynisco Parent, Inc.
Dynisco S.r.l.
Dynisco Shanghai Sensor and Instrument Co., Ltd.
Dynisco –Viatran (M) Sdn Bhd
Dynisco Viatran LLC
Dynisco-Viatran Instrument Sdn Bhd
Fluid Metering, Inc.
FMS Purchasing & Services, Inc.
Foodlink Holdings, Inc.
Foodlink IT India Private Limited
Fresco Automation & IT Consultancy
FSI Holdings, Inc.
FTI Flow Technology, Inc.
Gatan GmbH
Gatan Inc.
Gatan Service Corporation
GeneInsight, Inc.
Getloaded Corporation
Guangzhou MEDTEC Medical Device Co., Ltd
Hansco Automatisering B.V.
Hansen Technologies Corporation
Hansen Technologies Europe GmbH
Harbour Holding Corp.
Hardy Process Solutions
Horizon Software International, LLC
HRsmart Canada Inc.
HRsmart Czech Republic
HRsmart France SAS
HRsmart Germany GmbH
HRsmart, Inc.
HRsmart International
HRsmart International Holdings LLC
HRsmart Mexico
HRsmart Philippines
HRsmart SA (Pty) Ltd.
HRsmart Talent Management Solutions Europe Limited
HRsmart Ventures LLC
Innovative Product Achievements, LLC
Inovonics Corporation
INPUT, Inc.
Input Limited
Input S.A.R.L.
Instill Corporation
Integrated Designs, L.P.
Intellitrans Canada Ltd.
IntelliTrans Limited
Intellitrans Sweden AB
Intellitrans, LLC
IPA Acquisition Subsidiary, Inc.
ISL Finance SAS
ISL Holding, SAS
ISL Scientifique de Laboratorie - ISL, S.A.S.
iSqFt Holdings, Inc.
iSqFt, Inc.
iSqFt Parent Corporation
iSqFt Sub, Inc.
France
Delaware
Delaware
Italy
China
Malaysia
Delaware
Malaysia
Delaware
Florida
California
India
Belgium
Virginia
Delaware
Germany
Pennsylvania
Pennsylvania
Delaware
Delaware
China
Netherlands
Illinios
Germany
Delaware
California
Georgia
Canada
Czech Republic
France
Germany
Delaware
Cayman Islands
Texas
Mexico
Philippines
South Africa
United Kingdom
Texas
Delaware
Colorado
Delaware
United Kingdom
France
Delaware
Delaware
Canada
United Kingdom
Sweden
Delaware
Delaware
France
France
France
Delaware
Delaware
Delaware
Delaware
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
73
Name of Subsidiary
Jurisdiction of Incorporation/Organization
IT Canada Holdings, LLC
iTradenetwork Limited
iTradeNetwork, Inc.
Job Access LTDA
K/S Roper Finance
K/S Roper Holding
K/S Roper Investments
Link Logistics Holding LLC
Logitech Limited
Lumenera Corporation
Managed Health Care Associates, Inc.
Marumoto Struers K.K.
Med Group I, Inc.
MED Group Parent, Inc.
Med Holdings, LLC
Med Operating, LLC
Media Cybernetics, Inc.
Medical Equipment Distributors II, L.P.
Medical Equipment Distributors, Inc.
Medical Information Professional Systems GmbH
Medical Information Professional Systems NV
MEDTEC, Inc.
Metrix Instrument Co., L.P.
MHA Long Term Care Network, Inc.
MIPS Austria GesmbH
MIPS CZ s.r.o
MIPS Deutschland GmbH & Co. KG
MIPS Deutschland Holding GmbH
MIPS France Sarl
MIPS Schweiz AG
MIPS Software Iberica SL
MPR Readers Inc.
mySBX Corporation
Navigator Group Purchasing, Inc.
NDI Europe GmbH
Neptune Technology Group (Canada) Limited
Neptune Technology Group Inc.
Neptune Technology Group Mexico S. de R.L. de C.V.
Neptune Technology Group Mexico Services S. de R.L. de C.V.
Neptune Technology Group Services Inc.
Nippon Roper K.K.
Northern Digital Inc.
Novient, Inc.
Off-Campus Advantage, LLC
Omega Legal Systems, Inc.
On Center Holdings, Inc.
On Center Intermediate Holdings, Inc.
On Center Software, Inc.
PAC Denmark ApS
PAC GmbH
PAC Instruments Asia PTE. Ltd.
PAC (Shanghai) Co. Ltd.
PB Bidco Limited
PB Holdco Limited
PB Midco Limited
PB Topco Limited
Petroleum Analyzer Company L.P.
PGP UK Limited
Delaware
United Kingdom
Delaware
Brazil
Denmark
Denmark
Denmark
Delaware
United Kingdom
Canada
Delaware
Japan
Delaware
Delaware
Delaware
Delaware
Delaware
Texas
Delaware
Germany
Belgium
Iowa
Delaware
Delaware
Austria
Czech Republic
Germany
Germany
France
Switzerland
Spain
Delaware
Delaware
Tennessee
Germany
Canada
Delaware
Mexico
Mexico
Delaware
Japan
Canada
Georgia
Delaware
Arizona
Delaware
Delaware
Texas
Netherlands
Germany
Singapore
China
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Delaware
Scotland
74
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Name of Subsidiary
Jurisdiction of Incorporation/Organization
Project Diamond Intermediate Holdings Corporation
QSC 1208 Limited
QSC 1209 Limited
Quantitative Imaging Corporation
Rebate Tracking Group, LLC
Redlake MASD, LLC
RF IDeas, Inc.
RI Marketing India Private Limited
RIL Holding Limited
RMT, Inc.
Roda Deaco Valve Inc.
Roper Brasil Comercio E Promocao De Productos E Servicos LTDA
Roper Canada Finance LP
Roper Canada Holdings, Inc.
Roper Canada Holdings LP
Roper Canada Partners, Inc.
Roper Capital Deutschland GmbH
Roper Canada UK Limited
Roper Denmark UK Limited
Roper DK Sub Sarl
Roper Engineering s.r.o.
Roper Europe GmbH
Roper Finance Sarl & Co. KG
Roper Finance Scot LP
Roper Germany GmbH
Roper Germany GmbH & Co. KG
Roper Germany UK Limited
Roper GM Denmark Holdings ApS
Roper Holdings Limited
Roper Holdings, Inc.
Roper Industrial Holdings LLC
Roper Industrial Products Investment Company
Roper Industries, Inc.
Roper Industries Denmark ApS
Roper Industries Deutschland GmbH
Roper Industries L.P.
Roper Industries Limited
Roper Industries Manufacturing (Shanghai) Co., Ltd.
Roper Industries Mauritius Ltd.
Roper Industries UK Limited
Roper International Holding, Inc.
Roper LLC
Roper Lux Sub S.a.r.l
Roper Luxembourg Finance S.a.r.l.
Roper Luxembourg Holdings S.a.r.l.
Roper Luxembourg S.a.r.l.
Roper Luxembourg UK Holdings S.a.r.l.
Roper Middle East Ltd.
Roper Pump Company
Roper Scientific B.V.
Roper Scientific GmbH
Roper Scientific SAS
Roper Scientific, Inc.
Roper Scot LP
Roper Southeast Asia LLC
Roper UK Investments Limited
Roper UK, Ltd.
Roper-Mex, L.P.
Delaware
United Kingdom
United Kingdom
Canada
Florida
Delaware
Delaware
India
United Kingdom
Arizona
Canada
Brazil
Canada
Canada
Canada
Canada
Germany
United Kingdom
United Kingdom
Luxembourg
Czech Republic
Germany
Germany
Scotland
Germany
Germany
United Kingdom
Denmark
United Kingdom
Delaware
Delaware
Iowa
Delaware
Denmark
Germany
Canada
United Kingdom
China
Mauritius
United Kingdom
Delaware
Russian Federation
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Luxembourg
Dubai (FZE)
Delaware
Netherlands
Germany
France
Delaware
United Kingdom
Delaware
United Kingdom
United Kingdom
Delaware
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
75
Name of Subsidiary
Jurisdiction of Incorporation/Organization
Ropintassco 1, LLC
Ropintassco 2, LLC
Ropintassco 3, LLC
Ropintassco 4, LLC
Ropintassco 5, LLC
Ropintassco 6, LLC
Ropintassco 7, LLC
Ropintassco Holdings, L.P.
RT Merger Sub, Inc.
Shanghai Roper Industries Trading Co., Ltd.
SHP Group Holdings, Inc.
Sinmed Holding International B.V.
SIRA, LLC
Societe de Distribution de Logiciels Medicaux
SoftWriters, Inc.
Softwriters Holdings, Inc.
Sohnar, Inc.
Sohnar Limited
Sohnar Pty Ltd
Star Purchasing Services, LLC
Strata Acquisition Subsidiary, Inc.
Strata Decision Technology Holdings LLC
Strata Decision Technology LLC
Strata Parallel II Inc.
Strategic Healthcare Programs Blocker LLC
Strategic Healthcare Programs Blocker 2, Inc.
Strategic Healthcare Programs, L.L.C.
Strategic Healthcare Programs Holdings, LLC
Struers (Shanghai) International Trading Ltd.
Struers A/S
Struers GmbH
Struers Inc.
Struers Limited
Struers Limited
Struers SAS
Student Advantage, LLC
Sunquest Europe Limited
Sunquest Holdings, Inc.
Sunquest Information Systems (Europe) Limited
Sunquest Information Systems (India) Private Limited
Sunquest Information Systems (International) Limited
Sunquest Information Systems Canada, Inc.
Sunquest Information Systems, Inc.
Taupo Holdings, Inc.
Technolog Group Limited
Technolog Holdings Ltd.
Technolog Limited
Technolog SARL
Telomere Inc.
The CBORD Group, Inc.
The Tidewater Healthcare Shared Services Group, Inc.
The Washington Management Group, Inc.
TLP Holdings, LLC
Transcore Atlantic, Inc.
Transcore CNUS, Inc.
Transcore Holdings, Inc.
Transcore ITS, LLC
Transcore Link Logistics Corporation
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
Delaware
China
Delaware
Netherlands
Delaware
France
Delaware
Delaware
Delaware
United Kingdom
Australia
Wisconsin
Delaware
Delaware
Illinios
Delaware
Delaware
Delaware
Delaware
Delaware
China
Denmark
Germany
Delaware
United Kingdom
Canada
France
Delaware
United Kingdom
Delaware
United Kingdom
India
United Kingdom
Canada
Pennsylvania
Delaware
United Kingdom
United Kingdom
United Kingdom
France
Delaware
Delaware
Pennsylvania
District of Columbia
Delaware
Delaware
Delaware
Delaware
Delaware
Canada
76
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
Name of Subsidiary
Jurisdiction of Incorporation/Organization
Transcore Nova Scotia Corporation
Transcore Partners, LLC
Transcore Quebec Corporation Inc.
TransCore Transportation Solutions India Private Limited
TransCore Transportation Systems Mauritius Private Limited
Transcore, LP
Trinity Integrated Systems Limited
UHF Purchasing Services, LLC
United Controls Group, Inc.
Uson L.P.
Uson Limited
Utilitec Limited
Utilitec Services Limited
Utility Data Services Limited
Verathon Holdings (Delaware) Inc.
Verathon Inc.
Verathon Medical (Australia) Pty Limited
Verathon Medical (Canada) ULC
Verathon Medical (Europe) B.V.
Verathon Medical (France) SARL
Verathon Medical (Hong Kong) Limited
Verathon Medical (Japan) K.K.
Verathon Medical (UK) Ltd.
Verathon Medical Inc.
Viastar Services, LP
Viatran Corporation
Walter Herzog GmbH
XTS Software Corporation
Zetec (Shanghai) Co., Ltd.
Zetec France
Zetec Korea, Inc.
Zetec Rental LLC
Zetec Services, Inc.
Zetec, Inc.
EXHIBIT 23.1
Canada
Delaware
Canada
India
Mauritius
Delaware
United Kingdom
Delaware
Ohio
Delaware
United Kingdom
United Kingdom
United Kingdom
United Kingdom
Delaware
Washington
Australia
Canada
Netherlands
France
Hong Kong
Japan
United Kingdom
Washington
Texas
New York
Germany
Oregon
China
France
Delaware
Delaware
Delaware
Washington
CONSENT OF INDEPENDENT REGISTERED CERTIFIED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-3 (No. 333-208200) and Form S 8
(Nos. 333-211671, 333- 35648, 333-105919, 333-135700, 333-182779, 333-35666, 333-35672, 333-36897 and 333-105920) of
Roper Technologies, Inc. of our report dated February 27, 2017 relating to the financial statements, financial statement schedule
and the effectiveness of internal control over financial reporting, which appears in this Form 10-K.
/s/ PricewaterhouseCoopers LLP
Tampa, Florida
February 27, 2017
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
77
EXHIBIT 31.1
I, Brian D. Jellison, certify that:
1. I have reviewed this Annual Report on Form 10-K of Roper Technologies, Inc.;
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 and I are responsible for establishing and maintaining disclosure controls and proce-
dures (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 con-
clusions 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 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.
Date: February 27, 2017
/s/ Brian D. Jellison
Brian D. Jellison
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
78
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
EXHIBIT 31.2
I, John Humphrey, certify that:
1. I have reviewed this Annual Report on Form 10-K of Roper Technologies, Inc.;
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 and I are responsible for establishing and maintaining disclosure controls and proce-
dures (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 con-
clusions 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 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.
Date: February 27, 2017
/s/ John Humphrey
John Humphrey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
79
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Roper Technologies, Inc. (the “Company”) on Form 10-K for the period ending December 31,
2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Brian D. Jellison, Chief Executive
Officer of the Company, and John Humphrey, Chief Financial Officer of the Company, each hereby certifies, pursuant to
18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of
operations of the Company.
Date: February 27, 2017
/s/ Brian D. Jellison
Brian D. Jellison
Chairman of the Board, President and Chief Executive Officer
(Principal Executive Officer)
/s/ John Humphrey
John Humphrey
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
This certificate is being made for the exclusive purpose of compliance of the Company with the requirements of Section 906
of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than
specifically required by law.
80
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
APPENDIX—RECONCILIATIONS
TABLE 1: EBITDA AND EBITDA MARGIN RECONCILIATION
(in millions, except percentages)
GAAP Revenue
Add: Purchase accounting adjustment to acquired
deferred revenue
Rounding
Adjusted Revenue (A)
GAAP Net Earnings
Add: Taxes
Add: Interest expense
Add: Depreciation
Add: Amortization
Add: Acquisition-related expenses deemed significant
Add: Purchase accounting adjustment to acquired
deferred revenue, pretax
Add: Acquisition-related inventory step-up charge, pretax
Add: Debt extinguishment charge
Rounding
Adjusted EBITDA (B)
EBITDA Margin (B)/(A)
TABLE 2: CASH FLOW RECONCILIATION
(in millions)
GAAP Operating Cash Flow
Add: Cash taxes related to 2015 sale of Abel Pump
Adjusted Operating Cash Flow
Less: Capital expenditures
Less: Capitalized software expenditures
Rounding
Adjusted Free Cash Flow
2016
$3,789.9
15.1
0.1
$3,805.1
$ 658.6
282.0
111.6
37.3
203.2
6.1
15.1
0.3
0.9
(0.1)
$1,315.0
34.6%
2016
$ 963.8
37.4
$1,001.2
(37.3)
(2.8)
—
$ 961.1
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
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ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
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8 4
ROPER TECHNOLOGIE S • 2016 ANNUAL REPORT
BOARD OF DIRECTORS
Amy Woods Brinkley, John F. Fort III, Brian D. Jellison, Robert D. Johnson, Robert E. Knowling, Jr.,
Wilbur J. Prezzano, Laura G. Thatcher, Richard F. Wallman, Christopher Wright
CORPORATE INFORMATION
REHE OLOLDER INFORMATION
SHASHS
Ticker Symbol: ROP
Roper’s common stock is listed on
the New York Stock Exchange with
options trading conducted on the
Chicago Board Options Exchange.
ANNUAL REPORT ON FORM 10-K
Any shareholder wishing a copy of Roper’s
2016 Annual Report on Form 10-K filed with
the Securities and Exchange Commission may
obtain one without charge by contacting:
INVESTOR RELATIONS
Roper Technologies, Inc.
6901 Professional Parkway East
Suite 200
Sarasota, Florida 34240
+1 (941) 556-2601
Investor-relations@ropertech.com
TRANSFER AGENT
American Stock Transfer & Trust Company
59 Maiden Lane
New York, New York 10038
+1 (800) 937-5449
INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
PricewaterhouseCoopers LLC
Annual Report Design by Curran & Connors, Inc. / www.curran-connors.com
6901 Professional Parkway East, Suite 200
Sarasota, Florida 34240
Tel +1 941 556 2601
www.ropertech.com