UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



x☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~June 30, ~~2017.~~

2022.



o ☐			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		51-0263969
(State or other jurisdiction of incorporation or organization)		~~51-0263969~~ (I.R.S. Employer Identification No.)

6901 Professional ~~Pkwy. East,~~Parkway, Suite 200
Sarasota,	Florida	34240
(Address of principal executive offices)		~~34240~~ (Zip Code)

(941) 556-2601

(~~Registrant's~~Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange On Which Registered

Common Stock, $0.01 Par Value

ROP

New York Stock Exchange

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. þ☒ Yes o☐ No

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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

þ☒ Yes o☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of ~~"large~~“large accelerated filer,~~" "accelerated~~” “accelerated filer,~~" "smaller~~” “smaller reporting ~~company"~~company” and ~~"emerging~~“emerging growth ~~company"~~company” in Rule 12b-2 of the Exchange Act.


☒		Large accelerated filer	☐	Accelerated filer

☐		Non-accelerated filer	☐	Smaller reporting company


þ ~~Large accelerated filer~~ ☐		o ~~Accelerated filer~~

o ~~Non-accelerated filer (Do not check if a smaller reporting company)~~	o ~~Smaller reporting company~~

	oEmerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o☐

Indicate by check mark ifwhether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). o☐ Yes þ☒ No

The number of shares outstanding of the ~~Registrant's~~registrant’s common stock as of ~~October 27, 2017~~July 29, 2022 was ~~102,362,184.~~106,009,642.

ROPER TECHNOLOGIES, INC.

REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2022

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

(in ~~thousands,~~millions, except per share data)


	Three months ended June 30,				Six months ended June 30,
	2022		2021		2022		2021
Net revenues	$	1,310.8	$	1,189.8	$	2,590.6	$	2,345.1
Cost of sales	399.3		350.6		781.9		689.6
Gross profit	911.5		839.2		1,808.7		1,655.5

Selling, general and administrative expenses	548.6		523.0		1,089.9		1,021.7
Income from operations	362.9		316.2		718.8		633.8

Interest expense, net	44.7		59.5		97.3		120.0

Other (expense) income, net	(1.3)		(0.2)		(3.4)		27.1


Earnings before income taxes	316.9		256.5		618.1		540.9

Income taxes	91.9		52.1		156.7		113.5

Net earnings from continuing operations	225.0		204.4		461.4		427.4

Earnings from discontinued operations, net of tax	54.5		81.9		121.3		147.9
Gain / (loss) on disposition of discontinued operations, net of tax	(10.7)		—		1,706.6		—
Net earnings from discontinued operations	43.8		81.9		1,827.9		147.9

Net earnings	$	268.8	$	286.3	$	2,289.3	$	575.3

Net earnings per share from continuing operations:
Basic	$	2.13	$	1.94	$	4.36	$	4.06
Diluted	$	2.11	$	1.92	$	4.32	$	4.03

Net earnings per share from discontinued operations:
Basic	$	0.41	$	0.78	$	17.28	$	1.41
Diluted	$	0.41	$	0.77	$	17.12	$	1.39

Net earnings per share:
Basic	$	2.54	$	2.72	$	21.64	$	5.47
Diluted	$	2.52	$	2.69	$	21.44	$	5.42

Weighted average common shares outstanding:
Basic	105.9		105.3		105.8		105.1
Diluted	106.8		106.4		106.8		106.2

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Net revenues $ 1,159,912
$ 945,144
$ 3,380,888
$ 2,779,125
Cost of sales 433,492
366,651
1,281,204
1,073,593
Gross profit 726,420
578,493
2,099,684
1,705,532

Selling, general and administrative expenses 415,673
311,103
1,236,423
940,073
Income from operations 310,747
267,390
863,261
765,459

Interest expense, net 45,523
26,800
137,201
81,076
Other income/(expense), net (659 ) (534 ) 5,263
(1,997 )

Earnings before income taxes 264,565
240,056
731,323
682,386

Income taxes 74,292
72,977
203,423
205,822

Net earnings $ 190,273
$ 167,079
$ 527,900
$ 476,564

Net earnings per share:
Basic $ 1.86
$ 1.65
$ 5.17
$ 4.71
Diluted $ 1.84
$ 1.63
$ 5.11
$ 4.65

Weighted average common shares outstanding:
Basic 102,303
101,372
102,091
101,231
Diluted 103,680
102,522
103,397
102,424

Dividends declared per common share $ 0.35
$ 0.30
$ 1.05
$ 0.90

See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(in ~~thousands)~~millions)


	Three months ended September 30,				Nine months ended September 30,						Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016				2022		2021		2022		2021
Net earnings	$	190,273	$	167,079	$	527,900	$	476,564		Net earnings	$	268.8	$	286.3	$	2,289.3	$	575.3

Other comprehensive income/(loss), net of tax:
Other comprehensive income (loss), net of tax:										Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	67,535		9,054		147,462		(35,673		)	Foreign currency translation adjustments	(81.8)		17.3		(104.7)		31.9
Total other comprehensive income/(loss), net of tax	67,535		9,054		147,462		(35,673		)
Total other comprehensive income (loss), net of tax										Total other comprehensive income (loss), net of tax	(81.8)		17.3		(104.7)		31.9

Comprehensive income	$	257,808	$	176,133	$	675,362	$	440,891		Comprehensive income	$	187.0	$	303.6	$	2,184.6	$	607.2

See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in ~~thousands)~~millions)

September 30,
2017 December 31,
2016
ASSETS:

Cash and cash equivalents $ 605,616
$ 757,200
Accounts receivable, net 603,874
619,854
Inventories, net 209,306
181,952
Unbilled receivables 157,852
129,965
Other current assets 115,408
87,530
Total current assets 1,692,056
1,776,501

Property, plant and equipment, net 141,279
141,318
Goodwill 8,793,956
8,647,142
Other intangible assets, net 3,502,687
3,655,843
Deferred taxes 32,459
30,620
Other assets 84,236
73,503

Total assets $ 14,246,673
$ 14,324,927

LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable $ 163,719
$ 152,067
Accrued compensation 168,931
161,730
Deferred revenue 534,562
488,399
Other accrued liabilities 261,457
219,339
Income taxes payable 46,575
22,762
Current portion of long-term debt, net 401,534
400,975
Total current liabilities 1,576,778
1,445,272

Long-term debt, net of current portion 4,932,721
5,808,561
Deferred taxes 1,163,371
1,178,205
Other liabilities 114,819
104,024
Total liabilities 7,787,689
8,536,062

Commitments and contingencies (Note 9)

Common stock 1,043
1,036
Additional paid-in capital 1,591,039
1,489,067
Retained earnings 5,062,926
4,642,402
Accumulated other comprehensive loss (177,277 ) (324,739 )
Treasury stock (18,747 ) (18,901 )
Total stockholders' equity 6,458,984
5,788,865

Total liabilities and stockholders' equity $ 14,246,673
$ 14,324,927


	June 30, 2022		December 31, 2021
ASSETS:

Cash and cash equivalents	$	2,879.1	$	351.5
Accounts receivable, net	628.5		687.6
Inventories, net	92.5		69.2
Income taxes receivable	21.2		16.8
Unbilled receivables	105.4		81.9
Other current assets	154.0		136.1
Current assets held for sale	1,111.3		1,078.0
Total current assets	4,992.0		2,421.1

Property, plant and equipment, net	77.3		82.7
Goodwill	13,566.6		13,476.3
Other intangible assets, net	6,300.7		6,509.1
Deferred taxes	46.3		50.0
Other assets	367.4		369.8
Assets held for sale	—		804.9
Total assets	$	25,350.3	$	23,713.9

LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable	$	128.8	$	98.3
Accrued compensation	201.4		261.9
Deferred revenue	1,105.2		1,106.3
Other accrued liabilities	388.0		398.7
Income taxes payable	310.4		117.3
Current portion of long-term debt, net	799.9		799.2
Current liabilities held for sale	232.4		340.1
Total current liabilities	3,166.1		3,121.8

Long-term debt, net of current portion	6,657.1		7,122.6
Deferred taxes	1,408.1		1,466.2
Other liabilities	392.5		390.1
Liabilities held for sale	—		49.4
Total liabilities	11,623.8		12,150.1

Commitments and contingencies (Note 11)	0		0

Common stock	1.1		1.1
Additional paid-in capital	2,417.1		2,307.8
Retained earnings	11,613.5		9,455.6
Accumulated other comprehensive loss	(287.8)		(183.1)
Treasury stock	(17.4)		(17.6)
Total stockholders' equity	13,726.5		11,563.8

Total liabilities and stockholders' equity	$	25,350.3	$	23,713.9

See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in ~~thousands)~~

millions)


	Six months ended June 30,
	2022		2021
Cash flows from operating activities:
Net earnings from continuing operations	$	461.4	$	427.4
Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment	18.7		23.5
Amortization of intangible assets	291.3		285.8
Amortization of deferred financing costs	6.3		6.8
Non-cash stock compensation	61.2		61.5

Gain on sale of assets, net of tax	—		(21.6)
Income tax provision, excluding tax associated with gain on sale of assets	156.7		108.1
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable	55.2		41.7
Unbilled receivables	(24.7)		(14.1)
Inventories	(23.7)		1.2
Accounts payable	30.9		24.3
Other accrued liabilities	(64.7)		(16.4)
Deferred revenue	38.6		39.9
Cash tax paid for gain on disposal of businesses	(377.9)		—
Cash income taxes paid	(279.4)		(137.3)
Other, net	(18.9)		(25.3)
Cash provided by operating activities from continuing operations	331.0		805.5
Cash provided by operating activities from discontinued operations	80.1		179.6
Cash provided by operating activities	411.1		985.1

Cash flows from (used in) investing activities:
Acquisitions of businesses, net of cash acquired	(258.9)		(15.5)
Capital expenditures	(13.7)		(12.8)
Capitalized software expenditures	(15.0)		(15.3)

Proceeds from sale of assets	—		27.1
Other, net	—		(1.6)
Cash used in investing activities from continuing operations	(287.6)		(18.1)
Proceeds from disposition of discontinued operations	2,995.9		—
Cash used in investing activities from discontinued operations	(3.3)		(4.1)
Cash provided by (used in) investing activities	2,705.0		(22.2)

Cash flows from (used in) financing activities:


Borrowings (payments) under revolving line of credit, net	(470.0)		(870.0)


Cash dividends to stockholders	(130.7)		(117.8)
Proceeds from stock-based compensation, net	40.9		45.2
Treasury stock sales	8.5		8.2

Other	(0.2)		(0.1)
Cash flows used in financing activities from continuing operations	(551.5)		(934.5)
Cash flows used in financing activities from discontinued operations	(11.4)		(0.1)
Cash flows used in financing activities	(562.9)		(934.6)
(Continued)

Nine months ended September 30,
2017 2016
Cash flows from operating activities:
Net earnings $ 527,900
$ 476,564
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment 36,776
27,954
Amortization of intangible assets 221,518
149,149
Amortization of deferred financing costs 5,463
4,080
Non-cash stock compensation 67,598
60,480
Gain on sale of assets (9,393 ) —
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable 30,074
(1,660 )
Unbilled receivables (27,186 ) 3,684
Inventories (19,577 ) (5,916 )
Accounts payable and accrued liabilities 48,276
17,273
Deferred revenue 50,554
19,692
Income taxes (48,370 ) (52,728 )
Other, net (17,900 ) (5,199 )
Cash provided by operating activities 865,733
693,373

Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired (88,070 ) (277,587 )
Capital expenditures (35,898 ) (26,933 )
Capitalized software expenditures (8,043 ) (1,528 )
Proceeds from sale of assets 10,614
866
Other, net (6,932 ) 1,564
Cash used in investing activities (128,329 ) (303,618 )

Cash flows from financing activities:
Payments under revolving line of credit, net (880,000 ) (180,000 )
Principal payments on convertible notes —
(4,010 )
Cash premiums paid on convertible note conversions —
(13,308 )
Cash dividends to stockholders (106,480 ) (90,632 )
Proceeds from stock-based compensation, net 32,932
13,895
Treasury stock sales 3,194
2,576
Other 179
(7,816 )
Cash used in financing activities (950,175 ) (279,295 )

Effect of foreign currency exchange rate changes on cash 61,187
(6,701 )

Net (decrease)/increase in cash and cash equivalents (151,584 ) 103,759

Cash and cash equivalents, beginning of period 757,200
778,511

Cash and cash equivalents, end of period $ 605,616
$ 882,270

~~See accompanying notes to condensed consolidated financial statements.~~

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated ~~Statement~~Statements of ~~Changes in Stockholders' Equity~~Cash Flows (unaudited) - Continued

(in ~~thousands)~~millions)


	Six months ended June 30,
	2022		2021

Effect of foreign currency exchange rate changes on cash	(25.6)		1.2

Net increase in cash and cash equivalents	2,527.6		29.5

Cash and cash equivalents, beginning of period	351.5		308.3

Cash and cash equivalents, end of period	$	2,879.1	$	337.8

Common
stock

Additional
paid-in
capital

Retained
earnings

Accumulated
other
comprehensive
loss

Treasury
stock
Total
Balances at December 31, 2016 $ 1,036
$ 1,489,067
$ 4,642,402
$ (324,739 ) $ (18,901 ) $ 5,788,865

Net earnings —
—
527,900
—
—
527,900
Stock option exercises 4
40,397
—
—
—
40,401
Treasury stock sold —
3,040
—
—
154
3,194
Currency translation adjustments —
—
—
147,462
—
147,462
Stock based compensation —
66,010
—
—
—
66,010
Restricted stock activity 3
(7,475 ) —
—
—
(7,472 )
Dividends declared —
—
(107,376 ) —
—
(107,376 )
Balances at September 30, 2017 $ 1,043
$ 1,591,039
$ 5,062,926
$ (177,277 ) $ (18,747 ) $ 6,458,984

See accompanying notes to ~~condensed consolidated financial statements.~~Condensed Consolidated Financial Statements.

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

(in millions)


	Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders’ equity
Balances at March 31, 2022	$	1.1	$	2,363.9	$	11,410.4	$	(206.0)	$	(17.5)	$	13,551.9

Net earnings	—		—		268.8		—		—		268.8
Stock option exercises	—		24.2		—		—		—		24.2
Treasury stock sold	—		2.9		—		—		0.1		3.0
Currency translation adjustments	—		—		—		(81.8)		—		(81.8)
Stock-based compensation	—		30.4		—		—		—		30.4
Restricted stock activity	—		(4.3)		—		—		—		(4.3)
Dividends declared ($0.62 per share)	—		—		(65.7)		—		—		(65.7)
Balances at June 30, 2022	$	1.1	$	2,417.1	$	11,613.5	$	(287.8)	$	(17.4)	$	13,726.5

Balances at December 31, 2021	$	1.1	$	2,307.8	$	9,455.6	$	(183.1)	$	(17.6)	$	11,563.8

Net earnings	—		—		2,289.3		—		—		2,289.3
Stock option exercises	—		62.9		—		—		—		62.9
Cash settlement of share-based awards in connection with disposition of discontinued operations	—		(11.1)		—		—		—		(11.1)
Treasury stock sold	—		8.3		—		—		0.2		8.5
Currency translation adjustments	—		—		—		(104.7)		—		(104.7)
Stock-based compensation	—		71.2		—		—		—		71.2
Restricted stock activity	—		(22.0)		—		—		—		(22.0)
Dividends declared ($1.24 per share)	—		—		(131.4)		—		—		(131.4)
Balances at June 30, 2022	$	1.1	$	2,417.1	$	11,613.5	$	(287.8)	$	(17.4)	$	13,726.5

Balances at March 31, 2021	$	1.1	$	2,138.9	$	8,776.0	$	(132.4)	$	(17.9)	$	10,765.7

Net earnings	—		—		286.3		—		—		286.3
Stock option exercises	—		41.9		—		—		—		41.9
Treasury stock sold	—		3.4		—		—		0.1		3.5
Currency translation adjustments	—		—		—		17.3		—		17.3
Stock-based compensation	—		34.8		—		—		—		34.8
Restricted stock activity	—		(1.1)		—		—		—		(1.1)
Dividends declared ($0.5625 per share)	—		—		(59.2)		—		—		(59.2)
Balances at June 30, 2021	$	1.1	$	2,217.9	$	9,003.1	$	(115.1)	$	(17.8)	$	11,089.2

Balances at December 31, 2020	$	1.1	$	2,097.5	$	8,546.2	$	(147.0)	$	(18.0)	$	10,479.8


Net earnings	—		—		575.3		—		—		575.3
Stock option exercises	—		61.1		—		—		—		61.1
Treasury stock sold	—		8.0		—		—		0.2		8.2
Currency translation adjustments	—		—		—		31.9		—		31.9
Stock-based compensation	—		67.2		—		—		—		67.2
Restricted stock activity	—		(15.9)		—		—		—		(15.9)
Dividends declared ($1.1250 per share)	—		—		(118.4)		—		—		(118.4)
Balances at June 30, 2021	$	1.1	$	2,217.9	$	9,003.1	$	(115.1)	$	(17.8)	$	11,089.2

See accompanying notes to Condensed Consolidated Financial Statements.

Roper Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

~~September 30, 2017~~All currency and share amounts are in millions, except per share data

1. Basis of Presentation

The accompanying ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 are unaudited. In the opinion of management, the accompanying unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income and cash flows of Roper Technologies, Inc. and its subsidiaries ~~("Roper"~~(“Roper,” the “Company,” “we,” “our” or ~~the "Company"~~“us”) for all periods presented. The December 31, ~~2016~~2021 financial position data included herein was derived from the audited consolidated financial statements included in the ~~Company's 2016~~Company’s 2021 Annual Report on Form 10-K ("(“Annual ~~Report"~~Report”) filed on February ~~27, 2017~~22, 2022 with the Securities and Exchange Commission ~~("SEC"~~(“SEC”) but does not include all disclosures required by U.S. generally accepted accounting principles ~~("GAAP"~~(“GAAP”).

~~Roper's~~Roper’s management has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conformity with GAAP. Actual results could differ from those estimates.

The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conjunction with ~~Roper's~~Roper’s audited consolidated financial statements and the notes thereto included in its Annual Report. Certain prior period amounts have been reclassified to conform to current period presentation.

Discontinued Operations

During the second quarter of 2022, the Company entered into a definitive agreement to sell a majority equity stake in our industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable segment, to affiliates of Clayton, Dubilier & Rice, LLC. The businesses included in this transaction are Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran (collectively the “Industrial Businesses”).

During 2021, the Company entered into definitive agreements to divest our TransCore, Zetec and CIVCO Radiotherapy businesses (“2021 Divestitures”). As of March 31, 2022, Roper had completed the 2021 Divestitures.

The financial results for these businesses are presented as discontinued operations for all periods presented. Unless otherwise noted, discussion within these notes to the Condensed Consolidated Financial Statements relate to continuing operations. Refer to Note 5 for additional information on discontinued operations.

Update to Segment Reporting Structure

During the second quarter of 2022, we updated our reportable segment structure following the announcement of the transaction to sell a majority stake in our Industrial Businesses. The Company’s new reporting segment structure is classified based on business model and delivery of performance obligations. The three updated reportable segments (and businesses within each) are as follows:

–Application Software - Aderant, CBORD, CliniSys, Data Innovations, Deltek, IntelliTrans, PowerPlan, Strata, Vertafore

–Network Software - ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled Products - CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

The day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged. All prior periods have been recast to reflect the changes noted above.

2. Recent Accounting Pronouncements

The Financial Accounting Standards Board ~~("FASB"~~(“FASB”) establishes changes to accounting principles under GAAP in the form of accounting standards updates ~~("ASUs"~~(“ASUs”) to the ~~FASB's~~ Accounting Standards ~~Codification.~~Codification (“ASC”). The Company considers the applicability and impact of all ASUs. Any recent 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~~Company’s results of operations, financial position or cash flows.

~~Recently Adopted Accounting Pronouncements~~

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 update did not have a material impact on the Company's results of operations, financial condition or cash flows.

~~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 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 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 impairment loss, if applicable. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the update to have a material impact 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. This 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. Early adoption is permitted. The Company is evaluating the impact of the update on its results of operations, financial condition and 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 customers. Either a retrospective or cumulative effect transition method is permitted. The Company has elected to adopt using the modified retrospective transition method. The Company has substantially completed its assessment to identify differences between the existing standard and new standard on its customer contracts. Based on this assessment, the Company expects the impact of the new standard is due primarily to the acceleration of recognition of revenues and associated costs for certain of our software license contracts. Under existing guidance, these contracts are recognized ratably over the contractual term of post-contract support services in the event vendor-specific objective evidence is unavailable. The new standard requires recognition at once upon the transfer of control of the software license. The Company estimates the opening balance sheet adjustment as of January 1, 2018 under the modified retrospective transition method will be less than 1% of the Company's 2017 annual revenues, prior to the effects of income taxes. 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.

3. ~~Earnings Per Share~~Weighted Average Shares Outstanding

Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. 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 period. Potentially dilutive common stock consisted of stock options ~~and the premium over the conversion price on Roper's senior subordinated convertible notes~~ based upon the trading price of ~~Roper's~~Roper’s common stock. The effects of potential common stock were determined using the treasury stock method. Weighted average shares outstanding are shown ~~below (in thousands):~~below:


	Three months ended September 30,		Nine months ended September 30,			Three months ended June 30,		Six months ended June 30,
	2017	2016	2017	2016		2022	2021	2022	2021
Basic shares outstanding	102,303	101,372	102,091	101,231	Basic shares outstanding	105.9	105.3	105.8	105.1
Effect of potential common stock:					Effect of potential common stock:
Common stock awards	1,377	1,112	1,306	1,131	Common stock awards	0.9	1.1	1.0	1.1
Senior subordinated convertible notes	—	38	—	62
Diluted shares outstanding	103,680	102,522	103,397	102,424	Diluted shares outstanding	106.8	106.4	106.8	106.2

For both the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2022, there were ~~475,098 and 487,298~~0.819 outstanding stock options ~~respectively,~~ that were not included in the determination of diluted earnings per share because doing so would have been antidilutive, as compared to ~~1,063,100~~0.525 and ~~1,066,100~~0.531 outstanding stock options that would have been antidilutive in the respective ~~2016~~2021 periods.

4. Business Acquisitions and ~~Divestitures~~Disposition

On January 3, 2022, Roper ~~completed three business acquisitions~~acquired the outstanding membership interests of Horizon Lab Systems, LLC, a provider of laboratory information management systems in the ~~nine months ended September 30, 2017, with~~toxicology, environmental, public health and agricultural markets for an aggregate purchase price of ~~$87 million.~~ $49.8.

On April 6, 2022, Roper acquired the issued and outstanding shares of Common Cents Systems, Inc. (“ApolloLIMS”) for a purchase price of $25.5, net of cash acquired and debt assumed. ApolloLIMS is a provider of laboratory information management systems in the toxicology and public health markets.

Both of these acquisitions have been integrated into our CliniSys business and their results are reported in the Application Software reportable segment.

On June 27, 2022, Roper acquired the issued and outstanding shares of MGA Systems Holdings, Inc., (“MGA”) for a purchase price of $180.1, net of cash acquired and debt assumed. MGA is a leading provider of purpose-built insurance software for managing general agents. This acquisition will be integrated into our Vertafore business and its results are reported in the Application Software reportable segment.

The Company recorded $162.0 in goodwill, $4.8 assigned to trade names that are not subject to amortization and $111.9 of other identifiable intangibles in connection with these acquisitions. The amortizable intangible assets include customer relationships of $103.7 (16.4 year weighted average useful life) and technology of $8.2 (5 year weighted average useful life).

The results of operations of the acquired businesses ~~did not have a material impact on Roper's consolidated~~are included in Roper’s Condensed Consolidated Financial Statements since the date of acquisition. Pro forma results of ~~operations.~~

~~Acquisition of Phase Technology~~ ~~- On June 21, 2017, Roper acquired~~operations and the ~~assets of Phase Technology, a business engaged in~~revenue and net income subsequent to the ~~design, manufacture, marketing and sales of test instruments. Phase Technology is reported in~~acquisition date has not been presented because the ~~Energy Systems & Controls segment.~~

~~Acquisition of HandshakeSoftware, Inc.~~ ~~- On August 4, 2017, Roper acquired 100%~~effects of the ~~shares of Handshake Software, Inc., a provider of search products, portals and services for legal professionals. Handshake Software is reported in the RF Technology segment.~~acquisitions were not material to our financial results.

~~Acquisition of Workbook Software A/S~~ - On September 15, 2017, Roper acquired 100% of the shares of Workbook Software A/S, a provider of software solutions for customer relationship management, project management and finance/accounting. Workbook Software is reported in the RF Technology segment.Disposition

The Company recorded $58 million in goodwill and $36 million of other identifiable intangibles in connection with the acquisitions; however, purchase price allocations are preliminary pending final tax-related adjustments. The amortizable intangible assets include customer relationships of $24 million (15 year weighted average useful life) and technology of $8 million (7 year weighted average useful life).

On October 4, 2017, three wholly owned subsidiaries of Roper entered into an agreement to acquire all of the outstanding shares of Onvia, Inc. ("Onvia") common stock for $9.00 per share in an all-cash tender offer for a total transaction value of approximately $70 million. Onvia provides enterprise, mid-market and small business customers with sales lead generation technologies into federal, state and local government markets. The acquisition will be funded with cash on hand and Roper expects the transaction to close in the fourth quarter of 2017.

~~Sale of Product Line~~ - ~~On May 15, 2017,~~March 17, 2021, Roper completed the sale of a ~~product line~~minority investment in ~~our Energy Systems & Controls segment~~Sedaru, Inc. for ~~$10.4 million.~~$27.1. The pretax gain on the sale was ~~$9.4 million,~~$27.1, which is reported in ~~Other income/~~“Other (expense)~~, net~~ income, net” in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~earnings.~~Earnings.

5. Discontinued Operations

The Company concluded that both the 2021 Divestitures and the sale of the Industrial Businesses each represented a strategic shift that will have a major effect on the Company’s operations and financial results. These transactions will greatly reduce the cyclicality and asset intensity of the Company. In addition, the Company will have an improved recurring revenue and higher margin profile. Accordingly, the financial results related to the 2021 Divestitures and the Industrial Businesses are presented in the Condensed Consolidated Financial Statements as discontinued operations for all periods presented. Current and non-current assets and liabilities of the 2021 Divestitures and Industrial Businesses are presented in the Condensed Consolidated Balance Sheets as assets and liabilities of discontinued operations classified as held for sale for both periods presented, as applicable.

2021 Divestitures - During 2021, the Company signed definitive agreements to divest our TransCore, Zetec and CIVCO Radiotherapy businesses as described below.

•On March 17, 2022, Roper closed on the divestiture of our TransCore business to an affiliate of Singapore Technologies Engineering Ltd., for approximately $2,680.0 in cash. The sale resulted in a pretax gain of $2,073.7 and income tax expense of $550.5, which are reported within “Gain/(loss) on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. TransCore was previously included in the historical Network Software & Systems reportable segment.

•On January 5, 2022, Roper closed on the divestiture of our Zetec business to Eddyfi NDT Inc. for approximately $350.0 in cash. The sale resulted in a pretax gain of $255.3 and income tax expense of $60.9, which are reported within “Gain/(loss) on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. Zetec was previously included in the historical Process Technologies reportable segment.

•On November 1, 2021, Roper closed the divestiture of our CIVCO Radiotherapy business to an affiliate of Blue Wolf Capital Partners LLC. CIVCO Radiotherapy business was previously included in the historical Measurement & Analytical Solutions reportable segment.

The following tables summarize the major classes of assets and liabilities related to the discontinued operations of the TransCore, Zetec and CIVCO Radiotherapy businesses, as reported in the Condensed Consolidated Balance Sheets at December 31, 2021:


	December 31, 2021
Accounts receivable, net	$	74.7
Inventories, net	47.8
Unbilled receivables	158.2

Goodwill	405.5
Other intangible assets, net	31.0
Other current assets	71.4
Current assets held for sale	$	788.6






Accounts payable	$	40.3
Accrued compensation	27.0
Deferred taxes	29.5
Other current liabilities	62.3
Current liabilities held for sale	$	159.1

The following table summarizes the major classes of revenue and expenses constituting net income from discontinued operations attributable to the TransCore, Zetec and CIVCO Radiotherapy businesses:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net revenues	$	—	$	161.0	$	100.4	$	313.5
Cost of sales	—		94.2		71.2		188.9
Gross profit	—		66.8		29.2		124.6

Selling, general and administrative expenses (1)	—		30.3		19.9		62.2
Income from operations	—		36.5		9.3		62.4

Other income (expense), net	—		1.3		0.1		1.2

Earnings before income taxes (2)	—		37.8		9.4		63.6

Income taxes	—		4.5		(6.2)		11.2

Earnings from discontinued operations, net of tax	—		33.3		15.6		52.4

Gain / (loss) on disposition of discontinued operations, net of tax	(10.7)		—		1,706.6		—

Net earnings from discontinued operations	$	(10.7)	$	33.3	$	1,722.2	$	52.4

(1) Includes stock-based compensation expense of $0.5 for the three months ended June 30, 2021, and $0.9 and $1.8 for the six months ended June 30, 2022 and 2021, respectively. Stock-based compensation for discontinued operations was previously reported as a component of unallocated corporate general and administrative expenses. In connection with the sale of TransCore and Zetec, we recognized expense of $4.5 associated with accelerated vesting of share-based awards for the six months ended June 30, 2022. The charges associated with accelerated vesting were recorded as a component of “Gain/(loss) on disposition of discontinued operations, net of tax” within the Condensed Consolidated Statements of Earnings.

(2) During the three and six months ended June 30, 2022, there was no depreciation of property, plant and equipment or amortization of intangible assets given the asset classification as held for sale during the period. During the three and six months ended June 30, 2021 depreciation and amortization was $1.6 and $3.5, respectively.

Industrial Businesses - On May 29, 2022, Roper entered into a definitive agreement to sell a 51% majority stake in the Industrial Businesses to affiliates of Clayton, Dubilier & Rice, LLC (“CD&R”). Roper will receive total upfront, pre-tax cash proceeds of approximately $2,600 while retaining a 49% minority equity interest in a new standalone entity, RIPIC Equity LLC (“RIPIC TopCo”). Roper will receive a distribution of $1,775 from RIPIC TopCo, which will be funded by third-party indebtedness of $1,950 on RIPIC TopCo, and $829 of purchase price proceeds related to the 51% majority stake obtained by CD&R in RIPIC TopCo. In addition, Roper shall be entitled to an earnout payment from CD&R of up to $51 million if RIPIC TopCo exceeds a threshold level of earnings before interest, taxes, depreciation and amortization for the year ended December 31, 2022. Roper will also be required to make quarterly payments, directly or indirectly to CD&R, either (i) in cash, with total payments initially equaling approximately $29 million per year on a pre-tax basis, or (ii) in kind through the transfer of Roper’s equity interests in RIPIC TopCo to CD&R, initially representing approximately a 1.7% ownership interest of RIPIC TopCo on an annual basis.

The following tables summarize the major classes of assets and liabilities related to the discontinued operations of the Industrial Businesses, as reported in the Condensed Consolidated Balance Sheets:


	June 30, 2022 (1)		December 31, 2021
Accounts receivable, net	$	161.1	$	151.8
Inventories, net	133.1		106.9
Deferred taxes	48.5		—

Goodwill	597.0		—
Other intangible assets, net	72.8		—
Other current assets	98.8		30.7
Current assets held for sale	$	1,111.3	$	289.4


Goodwill	—		618.2
Other intangible assets, net	—		79.4
Deferred taxes	—		51.1
Other assets	—		56.2
Assets held for sale	$	—	$	804.9

Accounts payable	$	64.4	$	52.5
Accrued compensation	34.7		47.9
Deferred revenue	24.5		23.9
Deferred taxes	20.1		—
Income taxes payable	13.4		14.7
Operating lease liabilities	23.0		—
Other current liabilities	52.3		42.0
Current liabilities held for sale	$	232.4	$	181.0

Deferred taxes	$	—	$	13.3
Operating lease liabilities	—		24.1
Other liabilities	—		12.0
Liabilities held for sale	$	—	$	49.4

(1) All assets and liabilities held for sale were classified as current as it is probable the sale of the Industrial Businesses will be completed within one year.

The following table summarizes the major classes of revenue and expenses constituting net income from discontinued operations attributable to the Industrial Businesses:


	Three Months Ended June 30,				Six Months Ended June 30,
	2022		2021		2022		2021
Net revenues	$	255.1	$	236.8	$	501.9	$	457.6
Cost of sales	121.4		108.7		235.3		209.8
Gross profit	133.7		128.1		266.6		247.8

Selling, general and administrative expenses (1)	66.8		62.8		134.5		125.5
Income from operations	66.9		65.3		132.1		122.3

Other income (expense), net	0.9		(0.2)		1.1		(0.5)

Earnings before income taxes (2)	67.8		65.1		133.2		121.8

Income taxes	13.3		16.5		27.5		26.3

Earnings from discontinued operations, net of tax	$	54.5	$	48.6	$	105.7	$	95.5

(1) Certain costs previously reported as a component of unallocated corporate general and administrative expenses have been reclassified to discontinued operations. These costs primarily include stock-based compensation expense of $2.6 and $3.4 for the three months ended June 30, 2022 and 2021, respectively, and $5.5 and $6.0 for the six months ended June 30, 2022 and 2021, respectively.

(2) Includes depreciation and amortization expense of $2.5 and $4.8 for the three months ended June 30, 2022 and 2021, respectively, and $6.4 and $9.8 for the six months ended June 30, 2022 and 2021, respectively.

6. Stock Based Compensation

The Roper Technologies, Inc. ~~2016~~2021 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~~Roper’s employees, officers, directors and ~~directors. 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.~~consultants.

The following table provides information regarding the ~~Company's~~Company’s stock-based compensation ~~expense (in thousands):~~expense:


	Three months ended September 30,				Nine months ended September 30,					Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016			2022		2021		2022		2021
Stock-based compensation	$	23,734	$	21,388	$	67,598	$	60,480	Stock-based compensation	$	28.2	$	32.5	$	61.2	$	61.5
Tax effect recognized in net income	8,307		7,486		23,659		21,168
Tax effect recognized in net earnings from continuing operations									Tax effect recognized in net earnings from continuing operations	5.9		6.8		12.9		12.9

Stock Options - In the ~~nine~~six months ended ~~September~~June 30, ~~2017, 592,798~~2022, 0.373 options were granted with a weighted average fair value of ~~$40.67~~$115.92 per option. During the same period in ~~2016, 633,000~~2021, 0.504 options were granted with a weighted average fair value of ~~$34.45~~$94.81 per option. All options were issued ~~at grant date fair value, which is defined by both the 2016 Plan and the 2006 Plan as~~with an exercise price equal to the closing price of ~~Roper's~~Roper’s common stock on the date of ~~grant.~~grant, as required by the Company’s stock-based compensation plans.

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option.

The following weighted average assumptions were used to estimate the fair value of options granted during current and prior year periods using the Black-Scholes option-pricing model:


	Nine months ended September 30,			Six months ended June 30,
	2017	2016		2022	2021
Risk-free interest rate (%)	2.03	1.38	Risk-free interest rate (%)	2.07	0.94
Expected option life (years)	5.26	5.20	Expected option life (years)	5.63	5.61
Expected volatility (%)	18.76	21.63	Expected volatility (%)	24.52	25.16
Expected dividend yield (%)	0.67	0.70	Expected dividend yield (%)	0.55	0.56

Cash received from option exercises for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 was ~~$40.4 million~~$62.9 and ~~$15.9 million,~~$61.1, respectively.

Restricted Stock ~~Awards~~Grants - During the ~~nine~~six months ended ~~September~~June 30, ~~2017, 389,117 restricted stock awards were~~2022, the Company granted 0.236 shares with a weighted average grant date fair value of ~~$203.02~~$451.30 per restricted share. During the same period in ~~2016, 395,980 restricted stock awards were~~2021, the Company granted 0.216 shares with a weighted average grant date fair value of ~~$169.03~~$406.38 per restricted share. All grants were issued at grant date fair value.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017, 138,140~~2022, 0.147 restricted ~~awards~~shares vested with a weighted average grant date fair value of ~~$143.29~~$343.66 per restricted share and a weighted average vest date fair value of ~~$215.77~~$456.79 per restricted share.

Employee Stock Purchase Plan - ~~Roper's~~Roper’s employee stock purchase plan (“ESPP”) allows employees in the U.S. and Canada to designate up to 10% of eligible earnings to purchase ~~Roper's~~Roper’s common stock at a 5%10% discount toon the ~~average~~lower of the closing price of the stock aton the ~~beginning~~first and ~~end~~last day of aeach quarterly offering period. Common stock sold to employees pursuant to the ~~stock purchase plan~~ESPP may be either treasury stock, stock purchased on the open market, or newly issued shares.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, participants in the ~~employee stock purchase plan~~ESPP purchased ~~15,511~~0.021 and ~~15,076~~0.022 shares ~~respectively,~~ of ~~Roper's~~Roper’s common stock for total consideration of ~~$3.19 million~~$8.5 and ~~$2.58 million,~~$8.2, respectively. All shares were purchased from ~~Roper's~~Roper’s treasury shares.

6.7. Inventories

The components of inventory were as ~~follows (in thousands):~~follows:


	June 30, 2022		December 31, 2021
Raw materials and supplies	$	45.1	$	36.4
Work in process	24.9		19.1
Finished products	28.9		18.4
Inventory reserves	(6.4)		(4.7)
Inventories, net	$	92.5	$	69.2

September 30,
2017 December 31,
2016
Raw materials and supplies $ 131,817
$ 113,632
Work in process 29,172
24,290
Finished products 87,561
81,263
Inventory reserves (39,244 ) (37,233 )
$ 209,306
$ 181,952

7.8. Goodwill and Other Intangible Assets

The carrying value of goodwill by segment was as ~~follows (in thousands):~~follows:


	Application Software		Network Software		Technology Enabled Products		Total
Balances at December 31, 2021	$	8,889.3	$	3,655.3	$	931.7	$	13,476.3
Additions	162.0		—		—		162.0

Other	0.1		(0.7)		—		(0.6)
Currency translation adjustments	(25.4)		(45.5)		(0.2)		(71.1)
Balances at June 30, 2022	$	9,026.0	$	3,609.1	$	931.5	$	13,566.6

RF Technology
Medical &
Scientific Imaging

Industrial
Technology

Energy Systems
& Controls
Total
Balances at December 31, 2016 $ 4,687,670
$ 3,185,071
$ 363,978
$ 410,423
$ 8,647,142
Additions 38,349
—
—
19,169
57,518
Other 22,385
3,264
—
—
25,649
Currency translation adjustments 20,528
19,922
13,656
9,541
63,647
Balances at September 30, 2017 $ 4,768,932
$ 3,208,257
$ 377,634
$ 439,133
$ 8,793,956

Other relates primarily to ~~tax~~ purchase accounting ~~and working capital~~ adjustments for ~~2016~~ acquisitions.

Other intangible assets were comprised ~~of (in thousands):~~of:


	Cost		Accumulated amortization			Net book value			Cost		Accumulated amortization		Net book value
Assets subject to amortization:								Assets subject to amortization:
Customer related intangibles	$	3,272,081	$	(712,718	)	$	2,559,363	Customer related intangibles	$	7,379.6	$	(1,989.8)	$	5,389.8
Unpatented technology	462,152		(144,025		)	318,127		Unpatented technology	886.4		(414.6)		471.8
Software	184,761		(56,882		)	127,879		Software	149.5		(122.4)		27.1
Patents and other protective rights	24,656		(20,399		)	4,257		Patents and other protective rights	8.5		(1.0)		7.5
Trade names	6,591		(653		)	5,938		Trade names	12.1		(5.6)		6.5
Assets not subject to amortization:								Assets not subject to amortization:
Trade names	578,279		—			578,279		Trade names	606.4		—		606.4
In process research and development	62,000		—			62,000
Balances at December 31, 2016	$	4,590,520	$	(934,677	)	$	3,655,843

Balances at December 31, 2021								Balances at December 31, 2021	$	9,042.5	$	(2,533.4)	$	6,509.1

Assets subject to amortization:								Assets subject to amortization:
Customer related intangibles	$	3,313,342	$	(863,741	)	$	2,449,601	Customer related intangibles	$	7,442.0	$	(2,202.2)	$	5,239.8
Unpatented technology	539,892		(193,223		)	346,669		Unpatented technology	874.2		(452.9)		421.3
Software	185,305		(77,894		)	107,411		Software	149.1		(128.0)		21.1
Patents and other protective rights	26,034		(22,007		)	4,027		Patents and other protective rights	8.5		(1.1)		7.4
Trade names	6,638		(1,466		)	5,172		Trade names	15.8		(7.6)		8.2
Assets not subject to amortization:								Assets not subject to amortization:
Trade names	588,349		—			588,349		Trade names	602.9		—		602.9
In process research and development	1,458		—			1,458
Balances at September 30, 2017	$	4,661,018	$	(1,158,331	)	$	3,502,687

Balances at June 30, 2022								Balances at June 30, 2022	$	9,092.5	$	(2,791.8)	$	6,300.7

Amortization expense of other intangible assets was ~~$220,683~~$285.9 and ~~$147,773~~$283.1 during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively.

An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on 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. There have been no events or changes in circumstances which indicate an interim impairment review is required in ~~2017.~~2022. The Company will perform the annual analysis during the fourth quarter of ~~2017.~~2022.

8.9. Debt

On June 23, 2022, the Company elected to exercise its optional redemption rights to redeem all of its outstanding 3.125% Notes due 2022 (the “Notes”) in the original aggregate principal amount of $500.0, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee under the indenture governing the Notes (the “Indenture”), issued redemption notices to registered holders of the Notes. The date fixed for the redemption of the Notes is August 15, 2022 (the “Redemption Date”). The Notes will be redeemed at 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon to, but not including, the Redemption Date in accordance with the terms and conditions set forth in the Indenture. The foregoing does not constitute a notice of redemption with respect to any of the Notes.

Subsequent to the end of the quarter, on July 21, 2022, the Company entered into a new five-year unsecured credit facility (the “Credit Agreement”) among Roper, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S Bank, National Association, as documentation agents, which replaces its existing $3,000.0 unsecured credit facility, dated as of September 2, 2020, as amended. The new facility comprises a five-year $3,500.0 revolving credit facility, which includes availability of up to $150.0 for letters of credit. Loans under the facility will be available in dollars, and letters of credit will be available in dollars and other currencies to be agreed. The Company may also, subject to compliance with specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $500.0.

The Company will have the right to add foreign subsidiaries as borrowers under the Credit Agreement, subject to the satisfaction of specified conditions. The Company will guarantee the payment and performance by the foreign subsidiary borrowers of their obligations under the Credit Agreement. The Company’s obligations under the Credit Agreement are not

guaranteed by any of its subsidiaries. However, the Company has the right, subject to the satisfaction of certain conditions set forth in the Credit Agreement, to cause any of its wholly-owned domestic subsidiaries to become guarantors.

Loans under the Credit Agreement can be borrowed as term SOFR loans or ABR Loans, at the Company’s option. Each term SOFR loan will bear interest at a rate per annum equal to the applicable Adjusted Term SOFR rate plus a spread ranging from 0.795% to 1.300%, as determined by the Company’s senior unsecured long-term debt rating at such time. Based on the Company’s current rating, the spread for SOFR loans would be 0.910%. Each ABR Loan will bear interest at a rate per annum equal to the Alternate Base Rate plus a spread ranging from 0.000% to 0.300%, as determined by the Company’s senior unsecured long-term debt rating at such time. Based on the Company’s current rating, the spread for ABR Loans would be 0.000%.

Outstanding letters of credit issued under the Credit Agreement will be charged a quarterly fee depending on the Company’s senior unsecured long-term debt rating. Based on the Company’s current rating, the quarterly fee would be payable at a rate of 0.910% per annum, plus a fronting fee of 0.125% per annum on the undrawn and unexpired amount of all letters of credit.

Additionally, the Company will pay a quarterly facility fee on the used and unused portions of the revolving credit facility depending on the Company’s senior unsecured long-term debt rating. Based on the Company’s current rating, the quarterly fee would accrue at a rate of 0.090% per annum.

Amounts outstanding under the Credit Agreement may be accelerated upon the occurrence of customary events of default. The Credit Agreement requires the Company to maintain a Total Debt to Total Capital Ratio of 0.65 to 1.00 or less. Borrowings under the Credit Agreement are prepayable at Roper’s option at any time in whole or in part without premium or penalty.

10. Fair Value of Financial Instruments

~~Roper's~~Roper’s debt at ~~September~~June 30, ~~2017~~2022 included ~~$4.3 billion~~$7,500 of fixed-rate senior notes with the following fair ~~values (in millions):~~values:

$400 million 1.850% senior notes due 2017 $ 400
$800 million 2.050% senior notes due 2018 802
$500 million 6.250% senior notes due 2019 539
$600 million 3.000% senior notes due 2020 612
$500 million 2.800% senior notes due 2021 504
$500 million 3.125% senior notes due 2022 513
$300 million 3.850% senior notes due 2025 311
$700 million 3.800% senior notes due 2026 723


$500 3.125% senior notes due 2022			500
$300 0.450% senior notes due 2022			299
$700 3.650% senior notes due 2023			701
$500 2.350% senior notes due 2024			485
$300 3.850% senior notes due 2025			298
$700 1.000% senior notes due 2025			634
$700 3.800% senior notes due 2026			686
$700 1.400% senior notes due 2027			601
$800 4.200% senior notes due 2028			785
$700 2.950% senior notes due 2029			619
$600 2.000% senior notes due 2030			486
$1,000 1.750% senior notes due 2031			782

The fair values of the senior notes are based on the trading prices of ~~the~~each series of notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy.

9.11. 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, intellectual property, data privacy and employment practices that, in general, are ~~based upon claims~~ of ~~the kind that have been customary~~a nature consistent with those over the past several ~~years and which the Company is vigorously defending.~~years. After analyzing the ~~Company's~~Company’s contingent liabilities on a gross

basis and, based upon past experience with resolution of ~~its product liability and employment practices~~such legal claims and the availability and 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~~Roper’s consolidated financial position, results of operations or cash flows. However, no assurances can be given in this regard.

Roper’s subsidiary, Vertafore, Inc., was named in 3 putative class actions, 2 in the U.S. District Court for the Southern District of Texas (Allen, et al. v. Vertafore, Inc., Case 4:20-cv-4139, filed December 4, 2020) and Masciotra, et al. v. Vertafore,

Inc., (originally filed on December 8, 2020 as Case 1:20-cv-03603 in the U.S. District Court for the District of Colorado and subsequently transferred), and 1 in the U.S. District Court for the Northern District of Texas (Mulvey, et al. v. Vertafore, Inc., Case 3:21-cv-00213-E, filed January 31, 2021). In July 2021, the court granted Vertafore’s motion to dismiss the Allen Case. In March 2022, the U.S. Fifth Circuit Court of Appeals affirmed the lower court’s dismissal of the Allen case. In July 2021, the plaintiff in the Masciotra case voluntarily dismissed his action without prejudice. In June 2022, Vertafore filed a motion to dismiss the Mulvey case on similar grounds as the dismissal of the Allen case. The Allen case and the Mulvey case each purport to represent approximately 27.7 million individuals who held Texas driver’s licenses prior to February 2019. In November 2020, Vertafore announced that as a result of human error, three data files were inadvertently stored in an unsecured external storage service that appears to have been accessed without authorization. The files, which included driver information for licenses issued before February 2019, contained Texas driver license numbers, as well as names, dates of birth, addresses and vehicle registration histories. The files did not contain any Social Security numbers or financial account information. These cases seek recovery under the Driver’s Privacy Protection Act, 18 U.S.C. § 2721. In addition, Roper was advised that the Texas Attorney General is investigating the data event.

Roper’s subsidiary, Verathon, Inc. (“Verathon”), is defending a patent infringement action pending in the United States District Court for the Western District of Washington (Berall v. Verathon, Inc., Case No. 2:2021mc00043). Plaintiff claims that video laryngoscopes and certain accessories sold by Verathon from approximately 2006 through 2016 infringe U.S. Patent 5,827,178 (the “‘178 Patent”). The complaint seeks an unspecified amount of damages, enhanced damages, attorneys’ fees, costs, and pre- and post-judgment interest. The allegations in the complaint are not covered by insurance. Verathon contends that the products at issue do not infringe the ‘178 Patent and that the ‘178 Patent is invalid. Verathon is vigorously defending the matter.

Roper or ~~its~~our subsidiaries have been named defendants along with numerous industrial companies in asbestos-related litigation claims in certain U.S. states. NoTo date, no significant resources have been required by Roper to respond to ~~these cases and~~asbestos claims. In the first quarter of 2022, Roper ~~believes~~completed a transaction in which it ~~has valid defenses~~transferred the remainder of our exposure for asbestos claims to ~~such claims and, if required, intends to defend them vigorously. Given~~a third party. In connection with this transaction, Roper incurred a one-time charge of $4.1, which is recorded as a component of “Other (expense) income, net” within the ~~state~~Condensed Consolidated Statements of ~~these claims, it is not possible to determine the potential liability, if any.~~

Roper's consolidated financial statements include accruals for potential product liability and warranty claims based on its claims experience. Such costs are accrued at the time revenue is recognized. A summary of the warranty accrual activityEarnings for the ~~nine~~six months ended ~~September~~June 30, ~~2017 is presented below (in thousands):~~2022.

Balances at December 31, 2016 $ 10,548
Additions charged to costs and expenses 9,418
Deductions (8,941 )
Other 149
Balances at September 30, 2017 $ 11,174

~~10.~~12. Business Segments

~~Revenues and operating profit by industry segment are set forth in the~~The following table ~~(dollars in thousands):~~presents selected financial information by reportable segment:

Three months ended September 30, Nine months ended September 30,
2017 2016 Change 2017 2016 Change
Revenues
RF Technology $ 480,572
$ 303,565
58.3 % $ 1,370,688
$ 872,536
57.1 %
Medical & Scientific Imaging 343,639
338,027
1.7 % 1,042,638
1,010,826
3.1 %
Industrial Technology 200,442
178,317
12.4 % 576,713
528,179
9.2 %
Energy Systems & Controls 135,259
125,235
8.0 % 390,849
367,584
6.3 %
Total $ 1,159,912
$ 945,144
22.7 % $ 3,380,888
$ 2,779,125
21.7 %
Gross profit:
RF Technology $ 298,883
$ 169,123
76.7 % $ 830,096
$ 492,493
68.5 %
Medical & Scientific Imaging 247,138
247,432
(0.1 )% 753,096
740,725
1.7 %
Industrial Technology 102,092
90,950
12.3 % 293,410
266,679
10.0 %
Energy Systems & Controls 78,307
70,988
10.3 % 223,082
205,635
8.5 %
Total $ 726,420
$ 578,493
25.6 % $ 2,099,684
$ 1,705,532
23.1 %
Operating profit*:
RF Technology $ 134,148
$ 94,785
41.5 % $ 342,690
$ 272,905
25.6 %
Medical & Scientific Imaging 115,506
118,979
(2.9 )% 356,614
347,706
2.6 %
Industrial Technology 62,255
52,800
17.9 % 174,117
150,850
15.4 %
Energy Systems & Controls 36,351
31,777
14.4 % 99,454
83,728
18.8 %
Total $ 348,260
$ 298,341
16.7 % $ 972,875
$ 855,189
13.8 %
Long-lived assets:
RF Technology $ 81,863
$ 30,984
164.2 %
Medical & Scientific Imaging 43,858
38,793
13.1 %
Industrial Technology 32,198
35,584
(9.5 )%
Energy Systems & Controls 9,461
10,720
(11.7 )%
Total $ 167,380
$ 116,081
44.2 %


	Three months ended June 30,						Six months ended June 30,
	2022		2021		Change %		2022		2021		Change %
Net revenues:
Application Software	$	627.5	$	587.9	6.7	%	$	1,255.7	$	1,161.0	8.2	%
Network Software	342.9		297.8		15.1	%	681.4		585.3		16.4	%
Technology Enabled Products	340.4		304.1		11.9	%	653.5		598.8		9.1	%

Total	$	1,310.8	$	1,189.8	10.2	%	$	2,590.6	$	2,345.1	10.5	%
Gross profit:
Application Software	$	430.9	$	407.3	5.8	%	$	866.3	$	804.5	7.7	%
Network Software	289.1		250.1		15.6	%	574.0		489.6		17.2	%
Technology Enabled Products	191.5		181.8		5.3	%	368.4		361.4		1.9	%

Total	$	911.5	$	839.2	8.6	%	$	1,808.7	$	1,655.5	9.3	%
Operating profit*:
Application Software	$	165.3	$	153.5	7.7	%	$	337.6	$	307.0	10.0	%
Network Software	137.1		111.2		23.3	%	273.9		216.8		26.3	%
Technology Enabled Products	111.4		102.3		8.9	%	211.1		207.9		1.5	%

Total	$	413.8	$	367.0	12.8	%	$	822.6	$	731.7	12.4	%
Long-lived assets:
Application Software	$	136.6	$	127.9	6.8	%
Network Software	27.1		25.3		7.1	%
Technology Enabled Products	27.1		27.7		(2.2)	%

Total	$	190.8	$	180.9	5.5	%

*Segment operating profit is before unallocated corporate general and administrative expenses. These expenses were ~~$37,513~~$50.9 and ~~$30,951~~$50.8 for the three months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively, and ~~$109,614~~$103.8 and ~~$89,730~~$97.9 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016,~~2021, respectively.

13. Revenues from Contracts

Disaggregated Revenue - We disaggregate our revenues by reportable segment into four categories: (i) recurring revenue comprised of SaaS licenses and software maintenance; (ii) reoccurring revenue comprised of transactional and volume-based fees related to software licenses; (iii) non-recurring revenue comprised of term and perpetual software licenses, professional services associated with software products and hardware sold with our software licenses; and (iv) product revenue. See details in the table below.


	Three months ended June 30, 2022								Three months ended June 30, 2021
	Application Software		Network Software		Technology Enabled Products		Total		Application Software		Network Software		Technology Enabled Products		Total
Revenue Stream
Software related
Recurring	$	457.9	$	244.5	$	2.8	$	705.2	$	422.3	$	204.0	$	1.8	$	628.1
Reoccurring	28.6		62.0		—		90.6		27.4		59.2		—		86.6
Non-recurring	141.0		36.4		0.3		177.7		138.2		34.6		0.2		173.0
Total Software Revenues	627.5		342.9		3.1		973.5		587.9		297.8		2.0		887.7

Product Revenue	—		—		337.3		337.3		—		—		302.1		302.1
	$	627.5	$	342.9	$	340.4	$	1,310.8	$	587.9	$	297.8	$	304.1	$	1,189.8


	Six months ended June 30, 2022								Six months ended June 30, 2021
	Application Software		Network Software		Technology Enabled Products		Total		Application Software		Network Software		Technology Enabled Products		Total
Revenue Stream
Software related
Recurring	$	919.4	$	481.7	$	5.4	$	1,406.5	$	841.1	$	399.4	$	3.4	$	1,243.9
Reoccurring	60.3		122.5		—		182.8		53.6		118.2		—		171.8
Non-recurring	276.0		77.2		0.6		353.8		266.3		67.7		0.4		334.4
Total Software Revenues	1,255.7		681.4		6.0		1,943.1		1,161.0		585.3		3.8		1,750.1

Product Revenue	—		—		647.5		647.5		—		—		595.0		595.0
	$	1,255.7	$	681.4	$	653.5	$	2,590.6	$	1,161.0	$	585.3	$	598.8	$	2,345.1

Remaining performance obligations - Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of June 30, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $3,763.1. We expect to recognize revenue of $2,467.7, or approximately 66% of our remaining performance obligations over the next 12 months (“Backlog”), with the remainder to be recognized thereafter.

Contract balances


Balance Sheet Account	June 30, 2022		December 31, 2021		Change
Unbilled receivables	$	105.4	$	81.9	$	23.5
Deferred revenue - current	(1,105.2)		(1,106.3)		1.1
Deferred revenue - non-current (1)	(96.8)		(69.9)		(26.9)
Net contract assets/(liabilities)	$	(1,096.6)	$	(1,094.3)	$	(2.3)

(1)The non-current portion of deferred revenue is included in “Other liabilities” in our Condensed Consolidated Balance Sheets.

The change in our net contract assets/(liabilities) from December 31, 2021 to June 30, 2022 was due primarily to the timing of payments and invoicing relating to Software-as-a-Service (“SaaS”) and post contract support (“PCS”) renewals, partially offset by the increase in unbilled receivables due to the timing of invoicing primarily related to software milestone billings associated with multi-year term license renewals and software implementations.

Most of the Company’s project-based contracts where the input method of revenue recognition is utilized are billed as work progresses in accordance with the contract terms and conditions, either at periodic intervals or upon achievement of certain milestones. Often this results in unbilled receivables where billing occurs after revenue recognition. The Company records deferred revenue when cash payments are received or due in advance of the Company’s performance relating primarily to SaaS and PCS renewals. Revenue recognized from the deferred revenue balance on December 31, 2021 and 2020 was $287.4 and $259.7 for the three months ended June 30, 2022 and 2021, respectively, and $776.7 and $704.4 for the six months ended June 30, 2022 and 2021, respectively.

In order to determine revenues recognized in the period, we allocate revenue to the individual deferred revenue balance outstanding at the beginning of the year until the revenue exceeds that balance.

The current and non-current portions of deferred commissions are included in “Other current assets” and “Other assets,” respectively, in our Condensed Consolidated Balance Sheets. At June 30, 2022 and December 31, 2021, we had $60.2 and $56.7 of total deferred commissions, respectively.


~~ITEM 2.~~	~~MANAGMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS~~

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on ~~Form~~form 10-K for the year ended December 31, ~~2016 ("~~2021 (“Annual ~~Report"~~Report”) as filed on February ~~27, 2017~~22, 2022 with the U.S. Securities and Exchange Commission ~~("SEC"~~(“SEC”) and the Notes to Condensed Consolidated Financial Statements included elsewhere in this report.

Information About Forward-Looking Statements

This report includes ~~"forward-looking statements"~~“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 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~~“forward-looking statements."” Forward-looking statements may be indicated by words or phrases such as ~~"anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes"~~“anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or ~~"intends"~~“intends” and similar words and phrases. These statements reflect ~~management's~~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. Such risks and uncertainties include any ongoing impacts of the COVID-19 pandemic on our business, operations, financial results and liquidity, which will depend on numerous evolving factors that we cannot accurately predict or assess, including: the duration and scope of the pandemic, new variants of the virus and the distribution and efficacy of vaccines; the impact of vaccine mandates on our workforce in certain jurisdictions; any negative impact on global and regional markets, economies and economic activity; actions governments, businesses and individuals take in response to the pandemic; the effects of the pandemic, including all of the foregoing, on our employees, customers, suppliers, and business partners, and how quickly economies and demand for our products and services recover following the pandemic.

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our ~~internal~~ 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.~~acquisitions and the ability to complete announced divestitures. Important assumptions relating to the forward-looking statements include, among others, ~~assumptions regarding~~ demand for our products, the cost, timing and success of product upgrades and new product introductions, raw ~~materials~~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;

•failure to effectively mitigate cybersecurity threats, including any litigation arising therefrom;

•failure to comply with new data privacy laws and regulations, including any litigation arising therefrom;

•difficulties associated with ~~exports;~~exports/imports and risks of changes to tariff rates;

•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, labor, energy, raw materials, parts and ~~components;~~components, including as a result of impacts from the current inflationary environment, ongoing supply chain constraints or additional or ongoing outbreaks of COVID-19;

•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 armed conflicts (such as the war in Ukraine), terrorist attacks, ~~including cybersecurity threats,~~ health crises (such as the COVID-19 pandemic) or other unforeseen geopolitical events; and

•the factors discussed in other reports ~~filed~~we file with the ~~SEC.~~SEC from time to time.

~~We believe these forward-looking statements are reasonable; however, you~~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 these statements in light of new information or future events.

Overview

Roper ~~Technologies, Inc. ("Roper," "we," "us" or "our")~~ is a diversified technology company. We operate market leading businesses that design and develop vertical software ~~(both license~~ and ~~software-as-a-service) and engineered~~technology enabled products ~~and solutions~~ for a variety of defensible niche ~~end markets, including healthcare, transportation, commercial construction, food, energy, water, education and academic research.~~markets.

We pursue consistent and sustainable growth in revenue, earnings and cash flow by emphasizing continuous improvement in the operating performance of our ~~existing~~businesses. In addition, we utilize a disciplined, analytical and process-driven approach to redeploy our excess free cash flow toward high-quality acquisitions.

Discontinued Operations

During the second quarter of 2022, the Company entered into a definitive agreement to sell a majority equity stake in our industrial businesses, including its entire historical Process Technologies reportable segment and ~~by acquiring other~~the industrial businesses ~~that offer high value-added services, engineered products~~within its historical Measurement & Analytical Solutions reportable segment, to affiliates of Clayton, Dubilier & Rice, LLC. The businesses included in this transaction are Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and ~~solutions~~Viatran (collectively the “Industrial Businesses”).

During 2021, the Company signed definitive agreements to divest our TransCore, Zetec and ~~are capable~~CIVCO Radiotherapy businesses (“2021 Divestitures”). As of ~~achieving growth and maintaining high margins. We compete in many niche markets and believe we are~~March 31, 2022, Roper had completed the ~~market leader or a competitive alternative to the market leader in most~~2021 Divestitures.

The financial results of these ~~markets.~~businesses are presented as discontinued operations and certain prior period amounts have been reclassified to conform to current period presentation. Information regarding discontinued operations is included in Note 5 of the Notes to Condensed Consolidated Financial Statements.

Update to Segment Reporting Structure

–Application Software - Aderant, CBORD, CliniSys, Data Innovations, Deltek, IntelliTrans, PowerPlan, Strata, Vertafore

–Network Software - ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled Products - CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

The day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged. All prior periods have been recast to reflect the changes noted above.

Critical Accounting Policies

There were no material changes during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 to the items that we disclosed as our critical accounting policies and estimates in ~~"Item~~“Item 7. ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of ~~Operations"~~Operations” in our Annual Report.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note 2 of the Notes to Condensed Consolidated Financial Statements.

Impact of COVID-19 on our Business

The extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, the duration and spread of the outbreak and its severity, the actions to contain the virus and its variants including the distribution, administration and efficacy of available vaccines, the impact of vaccine mandates on our workforce, and how quickly and to what extent normal economic and operating conditions can resume. As a result of the effects of the COVID-19 global pandemic our ability to obtain products or services from certain suppliers and to operate at certain locations have been and may continue to be impacted. If COVID-19 and its variants continue to spread, particularly in countries with low vaccination rates, certain countries may experience more severe and lasting impacts from the pandemic. To the extent we have operations and/or customers in these countries, we may experience adverse impacts on our businesses located in such countries.

Results of Continuing Operations

All currency amounts are in millions, percentages are of net revenues

~~General~~

Percentages may not sum due to rounding.

The following table sets forth selected information for the periods indicated. ~~Dollar amounts are in thousands and percentages are the particular line item shown as a percentage of net sales. Percentages may not foot due to rounding.~~


	Three months ended June 30,						Six months ended June 30,
	2022			2021			2022			2021
Net revenues:
Application Software	$	627.5		$	587.9		$	1,255.7		$	1,161.0
Network Software	342.9			297.8			681.4			585.3
Technology Enabled Products	340.4			304.1			653.5			598.8

Total	$	1,310.8		$	1,189.8		$	2,590.6		$	2,345.1
Gross margin:
Application Software	68.7		%	69.3		%	69.0		%	69.3		%
Network Software	84.3			84.0			84.2			83.6
Technology Enabled Products	56.3			59.8			56.4			60.4

Total	69.5			70.5			69.8			70.6
Selling, general and administrative expenses:
Application Software	42.3		%	43.2		%	42.1		%	42.9		%
Network Software	44.3			46.6			44.0			46.6
Technology Enabled Products	23.5			26.1			24.1			25.6

Total	38.0			39.7			38.1			39.4
Segment operating margin:
Application Software	26.3		%	26.1		%	26.9		%	26.4		%
Network Software	40.0			37.3			40.2			37.0
Technology Enabled Products	32.7			33.6			32.3			34.7

Total	31.6			30.8			31.8			31.2
Corporate administrative expenses	(3.9)			(4.3)			(4.0)			(4.2)
Income from operations	27.7			26.6			27.7			27.0
Interest expense, net	(3.4)			(5.0)			(3.8)			(5.1)

Other income (expense), net	(0.1)			—			(0.1)			1.2
Earnings before income taxes	24.2			21.6			23.9			23.1
Income taxes	(7.0)			(4.4)			(6.0)			(4.8)
Net earnings from continuing operations	17.2		%	17.2		%	17.8		%	18.2		%

Three months ended September 30, Nine months ended September 30,
2017 2016 2017 2016
Net revenues:
RF Technology $ 480,572
$ 303,565
$ 1,370,688
$ 872,536
Medical & Scientific Imaging 343,639
338,027
1,042,638
1,010,826
Industrial Technology 200,442
178,317
576,713
528,179
Energy Systems & Controls 135,259
125,235
390,849
367,584
Total $ 1,159,912
$ 945,144
$ 3,380,888
$ 2,779,125
Gross margin:
RF Technology 62.2 % 55.7 % 60.6 % 56.4 %
Medical & Scientific Imaging 71.9
73.2
72.2
73.3
Industrial Technology 50.9
51.0
50.9
50.5
Energy Systems & Controls 57.9
56.7
57.1
55.9
Total 62.6
61.2
62.1
61.4
Selling, general & administrative expenses:
RF Technology 34.3 % 24.5 % 35.6 % 25.2 %
Medical & Scientific Imaging 38.3
38.0
38.0
38.9
Industrial Technology 19.9
21.4
20.7
21.9
Energy Systems & Controls 31.0
31.3
31.6
33.2
Total 32.6
29.6
33.3
30.6
Segment operating margin:
RF Technology 27.9 % 31.2 % 25.0 % 31.3 %
Medical & Scientific Imaging 33.6
35.2
34.2
34.4
Industrial Technology 31.1
29.6
30.2
28.6
Energy Systems & Controls 26.9
25.4
25.4
22.8
Total 30.0
31.6
28.8
30.8
Corporate administrative expenses (3.2 ) (3.3 ) (3.2 ) (3.2 )
26.8
28.3
25.5
27.5
Interest expense, net (3.9 ) (2.8 ) (4.1 ) (2.9 )
Other income/(expense), net (0.1 ) (0.1 ) 0.2
(0.1 )
Earnings before income taxes 22.8
25.4
21.6
24.6
Income taxes (6.4 ) (7.7 ) (6.0 ) (7.4 )
Net earnings 16.4 % 17.7 % 15.6 % 17.1 %

Three months ended ~~September~~June 30, ~~2017~~2022 compared to three months ended ~~September~~June 30, ~~2016~~2021

Net revenues for the three months ended ~~September~~June 30, ~~2017~~2022 increased by ~~23%~~10.2% as compared to the three months ended ~~September~~June 30, ~~2016.~~2021. The ~~increase was~~components of revenue growth for the ~~result of a net effect of 17% from acquisitions and divestitures, organic growth of 5% and foreign exchange benefit of 1%.~~three months ended June 30, 2022 were as follows:


	Application Software		Network Software		Technology Enabled Products		Roper
Total Revenue Growth	6.7	%	15.1	%	11.9	%	10.2	%
Less Impact of:
Acquisitions/Divestitures	1.0		1.1		—		0.9
Foreign Exchange	(1.3)		(1.3)		(1.0)		(1.2)

Organic Revenue Growth	7.0	%	15.3	%	12.9	%	10.5	%

In our ~~RF Technology~~Application Software segment, revenues were ~~$481 million~~$627.5 in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~$304 million~~$587.9 in the ~~third~~second quarter of ~~2016, an increase~~2021. The growth of ~~58%. Acquisitions accounted for 54% and organic revenue increased by 5%. The increase~~7.0% in organic revenues was broad-based across the segment led by our businesses serving the government contracting, property and casualty insurance and acute healthcare markets. Gross margin decreased to 68.7% in the second quarter of 2022 as compared to 69.3% in the second quarter of 2021 due primarily to ~~growth in our software businesses and~~ increased ~~revenues from tolling projects. Gross margin increased~~headcount to ~~62.2% in the third quarter of 2017 as compared to 55.7% in the third quarter of 2016 due to an increased percentage of revenues at our software businesses which have higher gross margins.~~support expected revenue growth. Selling, general and administrative ("(“SG~~&A"~~&A”) ~~expenses~~

as a percentage of revenues in the third quarter of 2017 increased to 34.3% as compared to 24.5% in the third quarter of 2016 due to recently acquired software businesses with a higher SG&A expense structure, which includes amortization of acquired intangibles. The resulting operating margin was 27.9% in the third quarter of 2017 as compared to 31.2% in the third quarter of 2016.

Our Medical & Scientific Imaging segment revenues increased by 2% to $344 million in the third quarter of 2017 as compared to $338 million in the third quarter of 2016. Organic revenues increased by 1% due to growth in our alternate site healthcare businesses and several of our medical products businesses, partially offset by declines in our scientific imaging businesses. Gross margin decreased to 71.9% in the third quarter of 2017 as compared to 73.2% in the third quarter of 2016, due primarily to unfavorable sales mix at both our software and medical products businesses. SG&A expenses as a percentage of revenues ~~increased~~decreased to ~~38.3%~~42.3% in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~38.0%~~43.2% in the ~~third~~second quarter of ~~2016~~2021 due primarily to ~~increased software development and selling expenses at our software businesses. As a result,~~operating leverage on higher organic revenues. The resulting operating margin was ~~33.6%~~26.3% in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~35.2%~~26.1% in the ~~third~~second quarter of ~~2016.~~2021.

~~Our Industrial Technology~~In our Network Software segment, revenues ~~increased by 12% to $200 million~~were $342.9 in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~$178 million~~$297.8 in the ~~third~~second quarter of ~~2016. Organic~~2021. The growth of 15.3% in organic revenues was broad-based across the segment led by our network software businesses serving the freight match, life insurance and media and entertainment markets. Gross margin increased ~~by 12% and~~to 84.3% in the ~~foreign exchange benefit was 1%. The increase~~second quarter of 2022 as compared to 84.0% in ~~revenues was~~the second quarter of 2021 due primarily to our fluid handling and water meter technology businesses. Gross margin was effectively consistent at 50.9% in the third quarter of 2017 as compared to 51.0% in the third quarter of 2016 due to a consistent salesfavorable revenue mix. SG&A expenses as a percentage of revenues decreased to ~~19.9%~~44.3% in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~21.4%~~46.6% in the ~~third~~second quarter of ~~2016~~2021 due primarily to operating leverage on higher ~~revenues. The resulting~~organic revenues combined with revenue mix. As a result, operating margin was ~~31.1%~~40.0% in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~29.6%~~37.3% in the ~~third~~second quarter of ~~2016.~~2021.

~~Our Energy Systems & Controls~~In our Technology Enabled Products segment, revenues ~~increased by 8% to $135 million~~were $340.4 in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~$125 million~~$304.1 in the ~~third~~second quarter of ~~2016. Organic revenues increased by 6%, acquisitions contributed 1% and the foreign exchange benefit was 1%.~~2021. The ~~increase~~growth of 12.9% in organic revenues was primarily due to our water meter technology business and medical products businesses. Gross margin decreased to 56.3% in the second quarter of 2022 as compared to 59.8% in the second quarter of 2021 due primarily to ~~growth in~~higher material, component and freight costs as our ~~pressure sensors and valves~~ businesses ~~serving energy markets as well as businesses serving industrial end markets. Gross margin increased to 57.9% in~~navigate the ~~third quarter of 2017 as compared to 56.7% in the third quarter of 2016 and~~widespread global supply chain challenges. SG&A expenses as a percentage of revenues decreased to ~~31.0%~~23.5% in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~31.3%~~26.1% in the ~~third~~second quarter of ~~2016, both of which were~~2021 due to revenue mix and operating leverage on higher organic revenues. ~~As a result,~~The resulting operating margin was ~~26.9%~~32.7% in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~25.4%~~33.6% in the ~~third~~second quarter of ~~2016.~~2021.

Corporate expenses ~~increased to $37.5 million,~~were relatively flat at $50.9, or ~~3.2%~~3.9% of revenues, in the ~~third~~second quarter of ~~2017~~2022 as compared to ~~$31.0 million,~~$50.8, or ~~3.3%~~4.3% of revenues, in the ~~third~~second quarter of ~~2016. The dollar increase was due primarily to increased incentive and equity~~2021. During the second quarter of 2022 there were offsetting impacts of higher professional service expense offset by lower compensation ~~and increased professional services.~~expense.

Net interest expense ~~was $45.5 million~~decreased to $44.7 for the ~~third~~second quarter of ~~2017~~2022 as compared to ~~$26.8 million~~$59.5 for the ~~third~~second quarter of ~~2016~~2021 due to ~~higher~~lower weighted average debt balances ~~in the current quarter.~~and higher interest income earned on our cash equivalents.

Other expense, net, of ~~$0.7 million~~$1.3 and $0.2 for both the ~~third~~second quarter of ~~2017 was~~2022 and 2021 were composed primarily of foreign exchange losses at our non-U.S. based subsidiaries.

Income taxes as a percent of pretax earnings increased to 29.0% in the second quarter of 2022 as compared to 20.3% in the second quarter of 2021. The rate was unfavorably impacted by the recognition of a net tax expense associated with an internal restructuring plan related to the pending sale of the Industrial Businesses.

Backlog is equal to our remaining performance obligations expected to be recognized within the next 12 months as discussed in Note 13 of the Notes to Condensed Consolidated Financial Statements. Backlog increased 22% to $2,467.7 at June 30, 2022 as compared to $2,027.0 at June 30, 2021. Organic growth in backlog was 21% and acquisitions contributed 1%.


	Backlog as of
	June 30,
	2022		2021
Application Software	$	1,505.1	$	1,392.6
Network Software	449.5		401.3
Technology Enabled Products	513.1		233.1
Total	$	2,467.7	$	2,027.0

Six months ended June 30, 2022 compared to six months ended June 30, 2021

Net revenues for the six months ended June 30, 2022 increased by 10.5% as compared to the six months ended June 30, 2021. The components of revenue growth for the six months ended June 30, 2022 were as follows:


	Application Software		Network Software		Technology Enabled Products		Roper
Total Revenue Growth	8.2	%	16.4	%	9.1	%	10.5	%
Less Impact of:
Acquisitions/Divestitures	1.1		1.4		—		1.0
Foreign Exchange	(1.0)		(0.8)		(0.7)		(0.9)
Organic Revenue Growth	8.1	%	15.8	%	9.8	%	10.4	%

In our Application Software segment, revenues were $1,255.7 in the six months ended June 30, 2022 as compared to $1,161.0 in the six months ended June 30, 2021. The growth of 8.1% in organic revenues was broad-based across the segment led by our businesses serving property and casualty insurance, government contracting, and acute healthcare markets. Gross margin decreased to 69.0% in the six months ended June 30, 2022 as compared to 69.3% in the six months ended June 30, 2021 due primarily to increased headcount to support expected revenue growth partially offset by favorable revenue mix. SG&A expenses decreased as a percentage of revenue to 42.1% in the six months ended June 30, 2022 as compared to 42.9% in the six months ended June 30, 2021 due to operating leverage on higher organic revenues. The resulting operating margin was 26.9% in the six months ended June 30, 2022 as compared to 26.4% in the six months ended June 30, 2021.

In our Network Software segment, revenues were $681.4 in the six months ended June 30, 2022 as compared to $585.3 in the six months ended June 30, 2021. The growth of 15.8% in organic revenues was broad-based across the segment led by our network software businesses serving the freight match, life insurance and media and entertainment markets. Gross margin increased to 84.2% in the six months ended June 30, 2022 as compared to 83.6% in the six months ended June 30, 2021 due primarily to favorable revenue mix. SG&A expenses decreased as a percentage of revenues at 44.0% in the six months ended June 30, 2022 as compared to 46.6% in the six months ended June 30, 2021 due primarily to operating leverage on higher organic revenues combined with revenue mix. As a result, operating margin was 40.2% in the six months ended June 30, 2022 as compared to 37.0% in the six months ended June 30, 2021.

In our Technology Enabled Products segment, revenues were $653.5 in the six months ended June 30, 2022 as compared to $598.8 in the six months ended June 30, 2021. The growth of 9.8% in organic revenues was primarily due to our water meter technology business. Gross margin decreased to 56.4% in the six months ended June 30, 2022 as compared to 60.4% in the six months ended June 30, 2021 due primarily to higher material, component and freight costs as our businesses navigate the widespread global supply chain challenges. SG&A expenses as a percentage of revenues decreased to 24.1% in the six months ended June 30, 2022 as compared to 25.6% in the six months ended June 30, 2021 due to revenue mix and operating leverage on higher organic revenues. The resulting operating margin was 32.3% in the six months ended June 30, 2022 as compared to 34.7% in the six months ended June 30, 2021.

Corporate expenses increased to $103.8, or 4.0% of revenues, in the six months ended June 30, 2022 as compared to $97.9, or 4.2% of revenues, in the six months ended June 30, 2021. The dollar increase was due primarily to higher professional service and acquisition related expenses partially offset by lower compensation expense.

Net interest expense decreased to $97.3 for the six months ended June 30, 2022 as compared to $120.0 for the six months ended June 30, 2021 due to lower weighted average debt balances and higher interest income earned on our cash equivalents.

Other expense, net, of ~~$0.5 million~~$3.4 for the ~~third quarter~~six months ended June 30, 2022 was composed primarily of ~~2016 was due primarily~~a one-time charge associated with a transaction to transfer the remainder of our exposure related to asbestos claims to a ~~non-cash charge of $0.9 million related to the early termination of our prior credit facility partially offset by~~third party and foreign exchange ~~gains~~losses at our non-U.S. based subsidiaries. Other income, net, of $27.1 for the six months ended June 30, 2021 was composed primarily of a gain on sale of minority investment.

Income taxes as a percent of pretax earnings were ~~28.1% in~~25.4% for the ~~third quarter of 2017~~six months ended June 30, 2022 as compared to ~~30.4% in~~21.0% for the ~~third quarter of 2016.~~six months ended June 30, 2021. The rate was ~~favorably~~unfavorably impacted ~~primarily due to a discrete tax benefit from~~by the ~~settlement of tax matters in the current quarter.~~

~~Order backlog was $1.59 billion at September 30, 2017 as compared to $1.12 billion at September 30, 2016, an increase of 42%. Acquisitions accounted for 33% and internal growth contributed 10%.~~

Order backlog as of
September 30,
2017 2016
(in thousands)
RF Technology $ 956,264
$ 563,716
Medical & Scientific Imaging 441,508
396,620
Industrial Technology 98,541
69,020
Energy Systems & Controls 96,481
90,699
Total $ 1,592,794
$ 1,120,055

~~Nine months ended September 30, 2017 compared to nine months ended September 30, 2016~~

~~Net revenues for the nine months ended September 30, 2017 increased by 22% as compared to the nine months ended September 30, 2016. The increase was the result~~recognition of a net ~~effect of 17% from acquisitions and divestitures, organic growth of 6% and a negative foreign exchange impact of less than 1%.~~

~~In our RF Technology segment, revenues were $1,371 million in the nine months ended September 30, 2017 as compared to $873 million in the nine months ended September 30, 2016,~~tax expense associated with an increase of 57%. Acquisitions accounted for 52% and organic revenues increased by 5%. The growth in organic revenues was due primarily to increased sales from tolling projects as well as growth in our software businesses. Gross margin increased to 60.6% in the nine months ended September 30, 2017 as compared to 56.4% in the nine months ended September 30, 2016 due to increased percentage of revenues at our software businesses, which have a higher gross margin. SG&A expenses as a percentage of revenues in the nine months ended September 30, 2017 increased to 35.6% as compared to 25.2% in the prior year due primarily to an increased percentage of revenues at our software businesses, which have a higher SG&A expense structure, including amortization of acquired intangibles. The resulting operating margin was 25.0% in the nine months ended September 30, 2017 as compared to 31.3% in the nine months ended September 30, 2016.

Our Medical & Scientific Imaging segment revenues increased by 3% to $1,043 million in the nine months ended September 30, 2017 as compared to $1,011 million in the nine months ended September 30, 2016, all of which was attributable to organic growth. The growth in organic revenues was due primarily to increased sales in our medical businesses, led byNorthern Digital, and our alternate site healthcare businesses. Gross margin decreased to 72.2% in the nine months ended September 30, 2017 as compared to 73.3% in the nine months ended September 30, 2016 due primarily to an unfavorable sales mix at both our software and medical products businesses. SG&A expenses as a percentage of revenues decreased to 38.0% in the nine months ended September 30, 2017 as compared to 38.9% for the nine months ended September 30, 2016 due primarily to operating leverage on higher revenues. As a result, operating margin was 34.2% in the nine months ended September 30, 2017 as compared to 34.4% in the nine months ended September 30, 2016.

Our Industrial Technology segment revenues increased by 9% to $577 million in the nine months ended September 30, 2017 as compared to $528 million in the nine months ended September 30, 2016, all of which was attributable to organic growth. The growth in organic revenues was due primarily to our fluid handling, water meter technology and materials testing businesses. Gross margin increased to 50.9% in the nine months ended September 30, 2017 as compared to 50.5% in the nine months ended September 30, 2016 and SG&A expenses as a percentage of revenues decreased to 20.7% in the nine months ended September 30, 2017 as compared to 21.9% in the nine months ended September 30, 2016, both of which were due to operating leverage on higher revenues. The resulting operating margin was 30.2% in the nine months ended September 30, 2017 as compared to 28.6% in the nine months ended September 30, 2016.

Our Energy Systems & Controls segment revenues increased by 6% to $391 million in the nine months ended September 30, 2017 as compared to $368 million in the nine months ended September 30, 2016. Organic revenues increased by 7% and the negative foreign exchange impact was 1%. The growth in organic revenues was due primarily to increased sales in our pressure sensors and valves businesses serving energy markets as well as businesses serving industrial end markets. Gross margin increased to 57.1% in the nine months ended September 30, 2017 as compared to 55.9% in the nine months ended September 30, 2016 and SG&A expenses as a percentage of revenues decreased to 31.6% in the nine months ended September 30, 2017 as compared to 33.2% in the nine months ended September 30, 2016, both of which were due to operating leverage on higher revenues. As a result, operating margin was 25.4% in the nine months ended September 30, 2017 as compared to 22.8% in the nine months ended September 30, 2016.

Corporate expenses increased to $109.6 million in the nine months ended September 30, 2017 as compared to $89.7 million in the nine months ended September 30, 2016, which were consistent as a percentage of revenues at 3.2%. The dollar increase was due primarily to increased incentive and equity compensation and increased professional services.

Net interest expense was $137.2 million for the nine months ended September 30, 2017 as compared to $81.1 million for the nine months ended September 30, 2016 due to higher weighted average debt balances in the current year.

Other income, net, of $5.3 million for the nine months ended September 30, 2017 was composed primarily of a $9.4 million gain on sale of a product line in our Energy Systems & Controls segment, offset in part by foreign exchange losses at our non-U.S. subsidiaries. Other expense, net, was $2.0 million for the nine months ended September 30, 2016 due primarily to foreign exchange losses at our non-U.S. subsidiaries and to a non-cash charge of $0.9 millioninternal restructuring plan related to the ~~early termination~~pending sale of ~~our prior credit facility.~~the Industrial Businesses.

Income taxes as a percent of pretax earnings decreased to 27.8% in the nine months ended September 30, 2017 as compared to 30.2% in the nine months ended September 30, 2016 due primarily to discrete tax benefits from settlements of tax matters and an increase in excess tax benefits related to equity compensation in the current year.~~We expect the effective tax rate for 2017 to be between 28% and 29%.~~

Financial Condition, Liquidity and Capital Resources

All currency amounts are in millions

Selected cash flows for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2022 and ~~2016~~2021 were as ~~follows (in millions):~~follows:

Three months ended September 30, Nine months ended September 30,
Cash provided by/(used in): 2017 2016 2017 2016
Operating activities $ 315.6
$ 316.5
$ 865.7
$ 693.4
Investing activities (66.3 ) (10.4 ) (128.3 ) (303.6 )
Financing activities (331.8 ) (47.3 ) (950.2 ) (279.3 )


	Six months ended June 30,
Cash provided by/(used in):	2022		2021
Continuing operations:
Cash provided by operating activities	$	331.0	$	805.5
Cash used in investing activities	(287.6)		(18.1)
Cash used in financing activities	(551.5)		(934.5)
Cash flows provided by discontinued operations	3,061.3		175.4

Operating activities - Net cash provided by operating activities from continuing operations decreased by ~~0.3%~~59% to ~~$316 million~~$331.0 in the ~~third quarter of 2017~~six months ended June 30, 2022 as compared to ~~$317 million~~$805.5 in the ~~third quarter of 2016~~six months ended June 30, 2021, due primarily to ~~increases~~(i) the timing of cash taxes paid in ~~accounts receivable, unbilled receivables~~connection with the 2021 Divestitures, (ii) higher cash taxes associated with changes to Internal Revenue Code Section 174 and (iii) less cash provided by working capital primarily associated with higher ~~income tax~~incentive compensation payments ~~largely~~in the first quarter of 2022 associated with 2021 performance. These cash outflows were partially offset by higher net income from continuing operations net of non-cash charges, higher deferred revenue balances and the timing of interest payments. Net cash provided by operating activities increased by 24.9% to $866 million in the nine months ended September 30, 2017 as compared to $693 million in the nine months ended September 30, 2016 due primarily to higher net income net of non-cash charges, higher deferred revenue balances due to an increased percentage of revenue from software and other subscription based products and improved collections on accounts receivable, offset in part by higher unbilled receivables associated with our project-based businesses, higher prepaid asset balances and increased inventories.expenses.

Investing activities - Cash used in investing activities ~~was primarily for~~from continuing operations during the six months ended June 30, 2022 is due to business acquisitions and capital ~~expenditures~~expenditures. Cash used in investing activities from continuing operations during the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2021 was due primarily to capital expenditures and ~~2016. Cash received from investing activities during the nine months ended September 30, 2017 was primarily~~business acquisitions, partially offset by proceeds from the sale of a ~~product line in our Energy Systems & Controls segment.~~minority investment.

Financing activities - Cash used in financing activities from continuing operations for the both the six months ended June 30, 2022 and 2021 was primarily ~~for debt principal repayments and dividends during the three and nine months ended September 30, 2017 and 2016. Net debt~~due to repayments on ~~the~~our unsecured credit facility ~~were $880 million in~~and dividend payments, partially offset by net proceeds from stock based compensation.

Discontinued operations - Cash provided by discontinued operations for the ~~nine~~six months ended ~~September~~June 30, ~~2017 as compared~~2022 was primarily due to proceeds from the sale of TransCore and Zetec slightly offset by less cash provided by discontinued operations which was impacted by the timing of our divestiture activity. Cash provided by discontinued operations during the six months ended June 30, 2021 was primarily due to net ~~debt repayments~~income net of ~~$180 million~~non-cash expenses partially offset by cash used in working capital primarily associated with the ~~nine months ended September 30, 2016.~~build-up of inventory in response to the wide-spread global supply chain challenges.

Effect of foreign currency exchange rate changes on cash - Cash and cash equivalents ~~increased~~decreased during the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2022 by $24.7 million and $61.2 million, respectively, due primarily to the strengthening of functional currencies of our European and Canadian subsidiaries against the U.S. dollar, as compared to an increase and a decrease during the three and nine months ended September 30, 2016 of $1.1 million and $6.7 million, respectively. The increase for the three months ended September 30, 2016 was$25.6 due primarily to the strengthening of the ~~Euro~~U.S. dollar against the ~~U.S. dollar, while~~functional currencies of our European and United Kingdom subsidiaries. Cash and cash equivalents increased during the ~~decrease for the nine~~six months ended ~~September~~June 30, ~~2016 was~~2021 by $1.2 due primarily to the weakening of the ~~British Pound against the~~ U.S. ~~dollar, offset in part by the strengthening of the Euro and Canadian~~ dollar against the ~~U.S. dollar.~~functional currency of our Canadian subsidiaries.

Total debt at ~~September~~June 30, ~~2017~~2022 consisted of the ~~following (amounts in thousands):~~following:


$500 3.125% senior notes due 2022	$	500.0
$300 0.450% senior notes due 2022	300.0
$700 3.650% senior notes due 2023	700.0
$500 2.350% senior notes due 2024	500.0
$300 3.850% senior notes due 2025	300.0
$700 1.000% senior notes due 2025	700.0
$700 3.800% senior notes due 2026	700.0
$700 1.400% senior notes due 2027	700.0
$800 4.200% senior notes due 2028	800.0
$700 2.950% senior notes due 2029	700.0
$600 2.000% senior notes due 2030	600.0
$1,000 1.750% senior notes due 2031	1,000.0
Unsecured credit facility	—
Deferred finance costs	(43.4)
Other	0.4
Total debt, net of deferred finance costs	7,457.0
Less current portion	799.9
Long-term debt, net of deferred finance costs	$	6,657.1

$400 million 1.850% senior notes due 2017 $ 400,000
$800 million 2.050% senior notes due 2018 800,000
$500 million 6.250% senior notes due 2019 500,000
$600 million 3.000% senior notes due 2020 600,000
$500 million 2.800% senior notes due 2021 500,000
$500 million 3.125% senior notes due 2022 500,000
$300 million 3.850% senior notes due 2025 300,000
$700 million 3.800% senior notes due 2026 700,000
Unsecured credit facility 1,050,000
Deferred finance costs (19,023 )
Other 3,278
Total debt, net of deferred finance costs 5,334,255
Less current portion 401,534
Long-term debt, net of deferred finance costs $ 4,932,721

~~The~~Prior to our unsecured credit facility being replaced on July 21, 2022 as noted below, the interest rate on borrowings under ~~our $2.5 billion~~the $3,000.0 unsecured credit facility iswas calculated based upon various recognized indices plus a margin as defined in the credit ~~agreement.~~facility. At ~~September~~June 30, ~~2017, there were $1,050 million~~2022, we had no outstanding borrowings under ~~the~~our unsecured credit ~~facility. At September 30, 2017, we had $3.3 million of other debt in the form of capital leases~~facility and ~~several smaller facilities that allow for borrowings or the issuance of letters of credit in various foreign locations to support our non-U.S. businesses and $76 million~~$20.5 of outstanding letters of credit.

Cash ~~and short-term investments~~ at our foreign subsidiaries at ~~September~~June 30, ~~2017 totaled $572 million. Repatriation~~2022 increased to $431 as compared to $311 at December 31, 2021 due primarily to the cash generated at our foreign subsidiaries during the six months ended June 30, 2022, partially offset by the repatriation of ~~these funds under current regulatory~~$29 during the six months ended June 30, 2022. We intend to repatriate substantially all historical and ~~tax law for use in domestic operations could expose us to additional taxes. We generally consider this cash to be permanently reinvested.~~ future earnings.

We expect existing cash ~~and cash equivalents,~~balances, together with cash generated by our ~~U.S.~~ operations and amounts available under our ~~unsecured~~ credit facility, ~~as well as our expected ability to access the capital markets,~~ will be sufficient to fund our operating requirements ~~in the U.S.~~ for the foreseeable future.

We were in compliance with all debt covenants related to our unsecured credit facility throughout the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2022.

Net working capital (total current assets, excluding cash and current assets held for sale, less total current liabilities, excluding ~~debt) was~~debt and current liabilities held for sale) decreased to negative ~~$89 million~~$1,132.2 at ~~September~~June 30, ~~2017~~2022 as compared to negative ~~$25 million~~$990.9 at December 31, ~~2016, reflecting a decrease in working capital due~~2021 primarily ~~to increased deferred revenues and other accrued liabilities, offset in part primarily~~driven by an increase in ~~unbilled receivables~~income taxes payables associated with the 2021 Divestitures partially offset by a decrease in accrued compensation. Consistent negative net working capital demonstrates Roper’s continued evolution and ~~inventories.~~focus on asset-light business models. Total debt was ~~$5.33 billion~~$7,457.0 at ~~September~~June 30, ~~2017~~2022 as compared to ~~$6.21 billion~~$7,921.8 at December 31, ~~2016~~2021, due primarily to the ~~use of operating cash flows to pay down outstanding debt~~net repayments under our unsecured credit facility. Our leverage on a continuing operations basis is shown in the following ~~table (in thousands):~~table:


	June 30, 2022			December 31, 2021
Total debt	$	7,457.0		$	7,921.8
Cash	(2,879.1)			(351.5)
Net debt	4,577.9			7,570.3
Stockholders’ equity	13,726.5			11,563.8
Total net capital	$	18,304.4		$	19,134.1

Net debt / total net capital	25.0		%	39.6		%

September 30,
2017 December 31,
2016
Total debt $ 5,334,255
$ 6,209,536
Cash (605,616 ) (757,200 )
Net debt 4,728,639
5,452,336
Stockholders' equity 6,458,984
5,788,865
Total net capital $ 11,187,623
$ 11,241,201

Net debt / total net capital 42.3 % 48.5 %

Capital expenditures were ~~$36 million~~$13.7 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2022 as compared to ~~$27 million~~$12.8 for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2021. Capitalized software expenditures were $15.0 for the six months ended June 30, 2022 as compared to $15.3 for the six months ended June 30, 2021. We expect the aggregate of capital expenditures and capitalized software expenditures for the balance of the year to be comparable to prior years as a percentage of revenues.

~~There have been no significant changes~~On June 23, 2022, Roper Technologies, Inc. (the “Company”) elected to ~~our contractual obligations~~exercise its optional redemption rights to redeem all of its outstanding 3.125% Notes due 2022 (the “Notes”) in the original aggregate principal amount of $500.0, and Computershare Trust Company, N.A., as successor to Wells Fargo Bank, National Association, as trustee under the indenture governing the Notes (the “Indenture”), issued redemption notices to registered holders of the Notes. The date fixed for the redemption of the Notes is August 15, 2022 (the “Redemption Date”). The Notes will be redeemed at 100% of the aggregate principal amount of the Notes, plus accrued and unpaid interest thereon to, but not including, the Redemption Date in accordance with the terms and conditions set forth in the Indenture. The foregoing does not constitute a notice of redemption with respect to any of the Notes.

On July 21, 2022, Roper Technologies, Inc. (the “Company” or “Roper”) entered into a new five-year unsecured credit facility (the “Credit Agreement”) among Roper, the financial institutions from ~~those disclosed~~time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S Bank, National Association, as documentation agents, which replaces its existing $3,000.0 unsecured credit facility, dated as of September 2, 2020, as amended. The new facility comprises a five-year $3,500.0 revolving credit facility, which includes availability of up to $150.0 for letters of credit. Loans under the facility will be available in ~~our Annual Report.~~dollars, and letters of credit will be available in dollars and other currencies to be agreed. The Company may also, subject to compliance with specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $500.0.

Off-Balance Sheet Arrangements

At ~~September~~June 30, ~~2017,~~2022, 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.

Outlook

Current geopolitical and economic uncertainties, including the current inflationary environment, supply chain disruptions and labor shortage, could adversely affect our business prospects. AThe COVID-19 pandemic has had, and may continue to have, an adverse impact on our business. An armed conflict (such as the ongoing war in Ukraine), significant terrorist attack, or other global conflict, or public health crisis could cause changes in world economies that would adversely affect us. It is impossible to isolate each of these ~~factor's~~potential factor’s future effects on current economic ~~conditions.~~conditions or any of our businesses. It is also impossible to predict with any reasonable degree of certainty what or when any additional events may occur that also would similarly disrupt the ~~economy.~~economy and have an adverse impact on our businesses.

We maintain an active acquisition program; however, 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 business, financial condition and results of operations. Such acquisitions may be financed by the use of existing credit lines, future cash flows from operations, announced divestitures, future divestitures, the proceeds from the issuance of new debt or equity securities or any combination of these ~~methods.~~methods, the terms and availability of which will be subject to market and economic conditions generally.

We anticipate that our ~~recently acquired companies as well as our other companies~~businesses will generate positive cash flows from operating activities, and that these cash flows will permit the reduction of ~~borrowings under our unsecured credit facility.~~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.~~companies and the impact of the COVID-19 pandemic on our business prospects and the financial markets generally. None of these factors can be predicted with certainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See ~~"Item 7A -~~“Item 7A. Quantitative and Qualitative Disclosures about Market ~~Risk"~~Risk” in our Annual Report. There were no material changes during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2022.

ITEM 4. 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 Quarterly Report on Form 10-Q ("(“Evaluation ~~Date"~~Date”). 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 as of the Evaluation Date, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the ~~"Exchange Act"~~“Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the ~~SEC's~~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.

There were no changes to our internal controls during the period covered by this Quarterly Report on Form 10-Q that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information pertaining to legal proceedings can be found in Note 911 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q and is incorporated by reference herein.

ITEM 1A. RISK FACTORS

~~For information~~Information regarding ~~factors that could affect our business, financial condition and results of operations, see the~~ risk factors ~~discussion~~can be found in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Information About Forward-Looking Statements,” in Part 1 - Item 2 of this Form 10-Q and in Part 1 - Item 1A of our 2021 Annual Report on Form 10-K. Other than as supplemented in Item 1A of ~~our Annual Report. See also "Information About Forward-Looking Statements" included in Part I, Item 2 of this~~the Company’s Quarterly Report on Form ~~10-Q.~~10-Q for the quarter ended March 31, 2022, there have been no other material changes to our risk factors previously disclosed in the 2021 Annual Report on Form 10-K.

~~Item~~ITEM 6.~~Exhibits~~

EXHIBITS


2.1		Equity Purchase Agreement by and among RIPIC Holdco Inc., Roper International Holding, Inc., RIPIC Equity LLC CD&R Tree Delaware Holdings, L.P. AND, solely for purposes of section 6.25, Roper Technologies, Inc. dated as of May 29, 2022.*

~~31.1~~10.1		~~Rule 13a-14(a)/15d-14(a)~~ Credit Agreement dated as of July 21, 2022, among Roper, the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., ~~Certification~~as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S Bank, National Association, as documentation agents, incorporated herein by reference to Exhibit 10.1 to the ~~Chief Executive Officer,~~Roper Technologies, Inc. Current Report on Form 8-K filed ~~herewith.~~July 22, 2022.

~~31.2~~	~~Rule 13a-14(a)/15d-14(a), Certification of the Chief Financial Officer, filed herewith.~~

~~32.1~~	~~Section 1350 Certification of the Chief Executive and Chief Financial Officers, furnished herewith.~~

~~101.INS~~	~~XBRL Instance Document, filed 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.~~

~~EXHIBIT INDEX~~

~~TO REPORT ON FORM 10-Q~~

~~Number~~10.2

~~Exhibit~~

First Amendment to Roper Technologies, Inc. Employee Stock Purchase Plan (As Amended and Restated effective July 1, 2020).†

31.1

Rule 13a-14(a)/15d-14(a), Certification of the Chief Executive Officer, filed herewith.

31.2

Rule 13a-14(a)/15d-14(a), Certification of the Chief Financial Officer, filed herewith.

32.1

Section 1350 Certification of the Chief Executive and Chief Financial Officers, furnished herewith.

101.INS

XBRL Instance ~~Document, filed herewith.~~Document.

101.SCH

XBRL Taxonomy Extension Schema ~~Document, filed herewith.~~Document.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase ~~Document, filed herewith.~~Document.

101.DEF

XBRL Taxonomy Extension Definition Linkbase ~~Document, filed herewith.~~Document.

101.LAB

XBRL Taxonomy Extension Label Linkbase ~~Document, filed herewith.~~Document.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase ~~Document, filed herewith.~~Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

* The related exhibits and schedules are not being filed herewith. The Company agrees to furnish supplementally a copy of any such exhibits and schedules to the Securities and Exchange Commission upon request.

~~Signatures~~† Management contract or compensatory plan or arrangement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Roper Technologies, Inc.



/~~s/ Brian D. Jellison~~S/ L. Neil Hunn			~~Chairman of the Board,~~ President	~~November 6, 2017~~
~~Brian D. Jellison~~	and Chief Executive Officer	August 3, 2022
L. Neil Hunn			(Principal Executive Officer)



/S/ Robert C. Crisci
~~/s/ Robert Crisci~~	Executive Vice President and Chief Financial Officer	~~November 6, 2017~~August 3, 2022
Robert C. Crisci			(Principal Financial Officer)



/s/S/ Jason Conley	Vice President and ~~Controller~~Chief Accounting Officer	~~November 6, 2017~~August 3, 2022
Jason Conley	(Principal Accounting Officer)


				Page
PART I.		FINANCIAL INFORMATION

			~~Page~~
~~PART I.~~	~~FINANCIAL INFORMATION~~

Item 1.	Financial Statements (unaudited):

		Condensed Consolidated Statements of Earnings		3

		Condensed Consolidated Statements of Comprehensive Income		4

		Condensed Consolidated Balance Sheets		5

		Condensed Consolidated Statements of Cash Flows		6

		Condensed Consolidated ~~Statement~~Statements of Changes in Stockholders' Equity		78

		Notes to Condensed Consolidated Financial Statements		89

Item 2.		Management's Discussion and Analysis of Financial Condition and Results of Operations		1522

Item 3.		Quantitative and Qualitative Disclosures About Market Risk		2330

Item 4.		Controls and Procedures		2330

PART II.		OTHER INFORMATION

Item 1.		Legal Proceedings		2431

Item 1A.		Risk Factors		2431

Item 6.		Exhibits		2432

		Signatures		2633



	September 30, 2017			December 31, 2016
ASSETS:

Cash and cash equivalents	$	605,616		$	757,200
Accounts receivable, net	603,874			619,854
Inventories, net	209,306			181,952
Unbilled receivables	157,852			129,965
Other current assets	115,408			87,530
Total current assets	1,692,056			1,776,501

Property, plant and equipment, net	141,279			141,318
Goodwill	8,793,956			8,647,142
Other intangible assets, net	3,502,687			3,655,843
Deferred taxes	32,459			30,620
Other assets	84,236			73,503

Total assets	$	14,246,673		$	14,324,927

LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable	$	163,719		$	152,067
Accrued compensation	168,931			161,730
Deferred revenue	534,562			488,399
Other accrued liabilities	261,457			219,339
Income taxes payable	46,575			22,762
Current portion of long-term debt, net	401,534			400,975
Total current liabilities	1,576,778			1,445,272

Long-term debt, net of current portion	4,932,721			5,808,561
Deferred taxes	1,163,371			1,178,205
Other liabilities	114,819			104,024
Total liabilities	7,787,689			8,536,062

Commitments and contingencies (Note 9)

Common stock	1,043			1,036
Additional paid-in capital	1,591,039			1,489,067
Retained earnings	5,062,926			4,642,402
Accumulated other comprehensive loss	(177,277		)	(324,739		)
Treasury stock	(18,747		)	(18,901		)
Total stockholders' equity	6,458,984			5,788,865

Total liabilities and stockholders' equity	$	14,246,673		$	14,324,927



	RF Technology		Medical & Scientific Imaging		Industrial Technology		Energy Systems & Controls		Total
Balances at December 31, 2016	$	4,687,670	$	3,185,071	$	363,978	$	410,423	$	8,647,142
Additions	38,349		—		—		19,169		57,518
Other	22,385		3,264		—		—		25,649
Currency translation adjustments	20,528		19,922		13,656		9,541		63,647
Balances at September 30, 2017	$	4,768,932	$	3,208,257	$	377,634	$	439,133	$	8,793,956



$400 million 1.850% senior notes due 2017	$	400
$800 million 2.050% senior notes due 2018	802
$500 million 6.250% senior notes due 2019	539
$600 million 3.000% senior notes due 2020	612
$500 million 2.800% senior notes due 2021	504
$500 million 3.125% senior notes due 2022	513
$300 million 3.850% senior notes due 2025	311
$700 million 3.800% senior notes due 2026	723



Balances at December 31, 2016	$	10,548
Additions charged to costs and expenses	9,418
Deductions	(8,941		)
Other	149
Balances at September 30, 2017	$	11,174



	Order backlog as of
	September 30,
	2017		2016
	(in thousands)
RF Technology	$	956,264	$	563,716
Medical & Scientific Imaging	441,508		396,620
Industrial Technology	98,541		69,020
Energy Systems & Controls	96,481		90,699
Total	$	1,592,794	$	1,120,055



$400 million 1.850% senior notes due 2017	$	400,000
$800 million 2.050% senior notes due 2018	800,000
$500 million 6.250% senior notes due 2019	500,000
$600 million 3.000% senior notes due 2020	600,000
$500 million 2.800% senior notes due 2021	500,000
$500 million 3.125% senior notes due 2022	500,000
$300 million 3.850% senior notes due 2025	300,000
$700 million 3.800% senior notes due 2026	700,000
Unsecured credit facility	1,050,000
Deferred finance costs	(19,023		)
Other	3,278
Total debt, net of deferred finance costs	5,334,255
Less current portion	401,534
Long-term debt, net of deferred finance costs	$	4,932,721