SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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

March 31, 2022.



o ☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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)

(~~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 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).

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.

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~~April 29, 2022 was ~~102,362,184.~~105,912,655.

ROPER TECHNOLOGIES, INC.

REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER 30, 2017~~MARCH 31, 2022

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 March 31,
		2022		2021
Net revenues		$	1,526.6	$	1,376.1
Cost of sales		496.5		440.1
Gross profit		1,030.1		936.0

Selling, general and administrative expenses		609.0		561.4
Income from operations		421.1		374.6

Interest expense, net		52.6		60.6

Other income (expense), net		(1.9)		27.1


Earnings before income taxes		366.6		341.1

Income taxes		79.0		71.2

Net earnings from continuing operations		287.6		269.9

Earnings from discontinued operations, net of tax		15.6		19.1
Gain on disposition of discontinued operations, net of tax		1,717.3		—
Net earnings from discontinued operations		1,732.9		19.1

Net earnings		$	2,020.5	$	289.0

Net earnings per share from continuing operations:
Basic		$	2.72	$	2.57
Diluted		$	2.70	$	2.55

Net earnings per share from discontinued operations:
Basic		$	16.41	$	0.18
Diluted		$	16.24	$	0.18

Net earnings per share:
Basic		$	19.13	$	2.75
Diluted		$	18.94	$	2.73

Weighted average common shares outstanding:
Basic		105.6		105.0
Diluted		106.7		106.0

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)

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


	March 31, 2022		December 31, 2021
ASSETS:

Cash and cash equivalents	$	3,237.5	$	351.5
Accounts receivable, net	755.3		839.4
Inventories, net	202.7		176.1
Income taxes receivable	19.2		27.7
Unbilled receivables	110.0		95.3
Other current assets	160.9		142.5
Current assets held for sale	—		788.6
Total current assets	4,485.6		2,421.1

Property, plant and equipment, net	98.9		102.8
Goodwill	14,094.9		14,094.5
Other intangible assets, net	6,454.1		6,588.5
Deferred taxes	101.4		101.1
Other assets	400.9		405.9

Total assets	$	25,635.8	$	23,713.9

LIABILITIES AND STOCKHOLDERS' EQUITY:

Accounts payable	$	167.8	$	150.8
Accrued compensation	208.2		309.8
Deferred revenue	1,120.3		1,130.2
Other accrued liabilities	413.0		440.7
Income taxes payable	793.0		132.0
Current portion of long-term debt, net	799.5		799.2
Current liabilities held for sale	—		159.1
Total current liabilities	3,501.8		3,121.8

Long-term debt, net of current portion	6,654.8		7,122.6
Deferred taxes	1,476.1		1,479.5
Other liabilities	451.2		426.2

Total liabilities	12,083.9		12,150.1

Commitments and contingencies (Note 10)	0		0

Common stock	1.1		1.1
Additional paid-in capital	2,363.9		2,307.8
Retained earnings	11,410.4		9,455.6
Accumulated other comprehensive loss	(206.0)		(183.1)
Treasury stock	(17.5)		(17.6)
Total stockholders' equity	13,551.9		11,563.8

Total liabilities and stockholders' equity	$	25,635.8	$	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)

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)


	Three months ended March 31,
	2022		2021

Effect of foreign currency exchange rate changes on cash	(7.3)		(2.4)

Net increase in cash and cash equivalents	2,886.0		22.7

Cash and cash equivalents, beginning of period	351.5		308.3

Cash and cash equivalents, end of period	$	3,237.5	$	331.0

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

Net earnings	—		—		2,020.5		—		—		2,020.5
Stock option exercises	—		38.7		—		—		—		38.7
Cash settlement of share-based awards in connection with disposition of discontinued operations	—		(11.1)		—		—		—		(11.1)
Treasury stock sold	—		5.4		—		—		0.1		5.5
Currency translation adjustments	—		—		—		(22.9)		—		(22.9)
Stock-based compensation	—		40.8		—		—		—		40.8
Restricted stock activity	—		(17.7)		—		—		—		(17.7)
Dividends declared ($0.62 per share)	—		—		(65.7)		—		—		(65.7)
Balances at March 31, 2022	$	1.1	$	2,363.9	$	11,410.4	$	(206.0)	$	(17.5)	$	13,551.9












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


Net earnings	—		—		289.0		—		—		289.0
Stock option exercises	—		19.2		—		—		—		19.2
Treasury stock sold	—		4.6		—		—		0.1		4.7
Currency translation adjustments	—		—		—		14.6		—		14.6
Stock-based compensation	—		32.4		—		—		—		32.4
Restricted stock activity	—		(14.8)		—		—		—		(14.8)
Dividends declared ($0.5625 per share)	—		—		(59.2)		—		—		(59.2)
Balances at March 31, 2021	$	1.1	$	2,138.9	$	8,776.0	$	(132.4)	$	(17.9)	$	10,765.7

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~~ months ended ~~September 30, 2017~~March 31, 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.

During 2021, the Company signed definitive agreements to divest our TransCore, Zetec and CIVCO Radiotherapy businesses. As of March 31, 2022, Roper has completed all 3 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.

The results of operations for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 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.

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,
2017 2016 2017 2016
Basic shares outstanding 102,303
101,372
102,091
101,231
Effect of potential common stock:
Common stock awards 1,377
1,112
1,306
1,131
Senior subordinated convertible notes —
38
—
62
Diluted shares outstanding 103,680
102,522
103,397
102,424


	Three months ended March 31,
		2022	2021
Basic shares outstanding		105.6	105.0
Effect of potential common stock:
Common stock awards		1.1	1.0
Diluted shares outstanding		106.7	106.0

For the three ~~and nine~~ months ended ~~September 30, 2017,~~March 31, 2022, there were ~~475,098 and 487,298~~0.840 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 and 1,066,100~~0.647 outstanding stock options that would have been antidilutive in the respective ~~2016 periods.~~2021 period.

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. This acquisition has been integrated into our Clinisys business and its results are reported in the Application Software reportable segment. The results of operations of the acquired ~~businesses did not have a material impact on Roper's consolidated~~business 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.~~acquisition 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.

The Company recorded ~~$58 million~~$25.6 in goodwill and ~~$36 million~~$23.3 of other identifiable intangibles in connection with ~~the acquisitions; however, purchase price allocations are preliminary pending final tax-related adjustments.~~this acquisition. The amortizable intangible assets include customer relationships of ~~$24 million (15~~$20.9 (15.1 year weighted average useful life) and technology of ~~$8 million (7~~$2.4 (5.3 year weighted average useful life).

Disposition

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 income (expense), ~~net~~net” in the ~~condensed consolidated statements~~Condensed Consolidated Statement of ~~earnings.~~Earnings.

5. Discontinued Operations

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 on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. TransCore was previously included in the 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 on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. Zetec was previously included in the 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 Measurement & Analytical Solutions reportable segment.

The Company concluded these disposal activities, in the aggregate, represented a strategic shift that will have a major effect on the Company’s operations and financial results. These divestitures significantly enhance our mix of high-margin, recurring revenue businesses and notably reduce our working capital requirements. Accordingly, the financial results of the TransCore, Zetec and CIVCO Radiotherapy businesses are presented in the Condensed Consolidated Financial Statements as discontinued operations for all periods presented. Current and non-current assets and liabilities of these businesses are presented in the

Condensed Consolidated Balance Sheet as assets and liabilities of discontinued operations classified as held for sale at December 31, 2021.

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:


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 March 31,
		2022		2021
Net revenues		$	100.4	$	152.5
Cost of sales		71.2		94.7
Gross profit		29.2		57.8

Selling, general and administrative expenses (1)		19.9		31.9
Income from operations		9.3		25.9

Other income (expense), net		0.1		(0.1)

Earnings before income taxes (2)		9.4		25.8

Income taxes		(6.2)		6.7

Earnings from discontinued operations, net of tax		15.6		19.1

Gain on disposition of discontinued operations, net of tax		1,717.3		—

Net earnings from discontinued operations		$	1,732.9	$	19.1

(1) Includes stock-based compensation expense of $0.9 and $1.3 for the three months ended March 31, 2022 and 2021, respectively. In connection with the sale of TransCore and Zetec, we recognized expense of $4.5 associated with accelerated vesting of share-based awards. The charges associated with accelerated vesting were recorded as a component of “Gain on disposition of discontinued operations, net of tax” within the Condensed Consolidated Statements of Earnings.

(2) During the three months ended March 31, 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 months ended March 31, 2021 depreciation and amortization was $1.9.

6. Stock Based Compensation

The Roper Technologies, Inc. ~~2016~~2021 Incentive Plan ~~("2016 Plan"~~(“2021 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 March 31,
	2017		2016		2017		2016				2022		2021
Stock-based compensation	$	23,734	$	21,388	$	67,598	$	60,480	Stock-based compensation		$	35.9	$	31.6
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		7.5		6.6

Stock Options - In the ~~nine~~three months ended ~~September 30, 2017, 592,798~~March 31, 2022, 0.365 options were granted with a weighted average fair value of ~~$40.67~~$115.83 per option. During the same period in ~~2016, 633,000~~2021, 0.498 options were granted with a weighted average fair value of ~~$34.45~~$94.69 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 2021 Plan.

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:

Cash received from option exercises for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016~~2021 was ~~$40.4 million~~$38.7 and ~~$15.9 million,~~$19.2, respectively.

Restricted Stock ~~Awards~~Grants - During the ~~nine~~three months ended ~~September 30, 2017, 389,117 restricted stock awards were~~March 31, 2022, the Company granted 0.219 shares with a weighted average grant date fair value of ~~$203.02~~$455.84 per restricted share. During the same period in ~~2016, 395,980 restricted stock awards were~~2021, the Company granted 0.207 shares with a weighted average grant date fair value of ~~$169.03~~$404.14 per restricted share. All grants were issued at grant date fair value.

During the ~~nine~~three months ended ~~September 30, 2017, 138,140~~March 31, 2022, 0.116 restricted ~~awards~~shares vested with a weighted average grant date fair value of ~~$143.29~~$329.75 per restricted share and a weighted average vest date fair value of ~~$215.77~~$457.31 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~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~2021, participants in the ~~employee stock purchase plan~~ESPP purchased ~~15,511~~0.013 and ~~15,076~~0.013 shares ~~respectively,~~ of ~~Roper's~~Roper’s common stock for total consideration of ~~$3.19 million~~$5.5 and ~~$2.58 million,~~$4.7, respectively. All shares were purchased from ~~Roper's~~Roper’s treasury shares.

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


	March 31, 2022		December 31, 2021
Raw materials and supplies	$	131.5	$	112.7
Work in process	36.0		30.2
Finished products	72.1		69.3
Inventory reserves	(36.9)		(36.1)
Inventories, net	$	202.7	$	176.1

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 & Systems		Measurement & Analytical Solutions		Process Technologies		Total
Balances at December 31, 2021	$	8,889.3	$	3,797.0	$	1,160.6	$	247.6	$	14,094.5
Additions	25.6		—		—		—		25.6

Other	—		(0.5)		—		—		(0.5)
Currency translation adjustments	(6.6)		(12.1)		(5.0)		(1.0)		(24.7)
Balances at March 31, 2022	$	8,908.3	$	3,784.4	$	1,155.6	$	246.6	$	14,094.9

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:

Amortization expense of other intangible assets was ~~$220,683~~$145.8 and ~~$147,773~~$145.1 during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 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. Fair Value of Financial Instruments and Debt

~~Roper's~~Roper’s debt at ~~September 30, 2017~~March 31, 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			503
$300 0.450% senior notes due 2022			299
$700 3.650% senior notes due 2023			710
$500 2.350% senior notes due 2024			493
$300 3.850% senior notes due 2025			305
$700 1.000% senior notes due 2025			650
$700 3.800% senior notes due 2026			717
$700 1.400% senior notes due 2027			635
$800 4.200% senior notes due 2028			831
$700 2.950% senior notes due 2029			675
$600 2.000% senior notes due 2030			534
$1,000 1.750% senior notes due 2031			864

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.

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

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. 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. 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 income (expense), net” within the ~~state~~Condensed Consolidated Statements of ~~these claims, it is not possible to determine the potential liability, if any.~~Earnings.

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 activity for the nine months ended September 30, 2017 is presented below (in thousands):

~~10.~~11. 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 March 31,
	2022		2021		Change %
Net revenues:
Application Software	$	631.5	$	576.6	9.5	%
Network Software & Systems	368.7		314.2		17.3	%
Measurement & Analytical Solutions	392.4		369.6		6.2	%
Process Technologies	134.0		115.7		15.8	%
Total	$	1,526.6	$	1,376.1	10.9	%
Gross profit:
Application Software	$	437.8	$	398.7	9.8	%
Network Software & Systems	302.4		256.4		17.9	%
Measurement & Analytical Solutions	217.6		218.2		(0.3)	%
Process Technologies	72.3		62.7		15.3	%
Total	$	1,030.1	$	936.0	10.1	%
Operating profit*:
Application Software	$	173.8	$	153.7	13.1	%
Network Software & Systems	145.4		114.1		27.4	%
Measurement & Analytical Solutions	115.9		121.5		(4.6)	%
Process Technologies	41.8		35.1		19.1	%
Total	$	476.9	$	424.4	12.4	%
Long-lived assets:
Application Software	$	135.8	$	126.7	7.2	%
Network Software & Systems	28.5		27.8		2.5	%
Measurement & Analytical Solutions	32.5		33.9		(4.1)	%
Process Technologies	13.3		18.3		(27.3)	%
Total	$	210.1	$	206.7	1.6	%

*Segment operating profit is before unallocated corporate general and administrative expenses. These expenses were ~~$37,513~~$55.8 and ~~$30,951~~$49.8 for the three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016, respectively,~~2021, respectively.

12. Revenues from Contracts

Disaggregated Revenue - We disaggregate our revenues into two categories: (i) software and ~~$109,614~~related services; and ~~$89,730~~(ii) engineered products and related services. Software and related services revenues are primarily derived from our Application Software and Network Software & Systems reportable segments. Engineered products and related services revenues are derived from all of our reportable segments except Application Software and comprise substantially all of the revenues generated in our Measurement & Analytical Solutions and Process Technologies reportable segments. See details in the table below.


	Three Months Ended March 31,
		2022		2021
Software and related services		$	970.0	$	864.5
Engineered products and related services		556.6		511.6
Net revenues		$	1,526.6	$	1,376.1

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 March 31, 2022, the aggregate amount of the transaction price allocated to remaining performance obligations was $4,000.3. We expect to recognize revenue of $2,718.0, or approximately 68% of our remaining performance obligations over the next 12 months (“Backlog”), with the remainder to be recognized thereafter.

Contract balances


Balance Sheet Account	March 31, 2022		December 31, 2021		Change
Unbilled receivables	$	110.0	$	95.3	$	14.7
Deferred revenue - current	(1,120.3)		(1,130.2)		9.9
Deferred revenue - non-current (1)	(111.5)		(75.3)		(36.2)
Net contract assets/(liabilities)	$	(1,121.8)	$	(1,110.2)	$	(11.6)

(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 March 31, 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 $495.7 and $450.9 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 and ~~2016,~~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 March 31, 2022 and December 31, 2021, we had $58.3 and $56.7 of deferred commissions, respectively.

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. 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 outbreaks of COVID-19;

•environmental compliance costs and liabilities;

~~risks and costs associated with asbestos-related litigation;~~

•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.

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~~application-specific 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~~businesses. In addition, we utilize a disciplined, analytical and ~~by acquiring other businesses that offer high value-added services, engineered products~~process-driven approach to redeploy our excess free cash flow toward high-quality acquisitions.

Discontinued Operations

During 2021, the Company signed definitive agreements to divest our TransCore, Zetec and ~~solutions and are capable~~CIVCO Radiotherapy businesses. As of ~~achieving growth and maintaining high margins. We compete in many niche markets and believe we are the market leader or a competitive alternative to the market leader in most~~March 31, 2022, Roper has completed all three divestitures. The financial results of these ~~markets.~~businesses are classified 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.

Critical Accounting Policies

There were no material changes during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 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

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 March 31,
		2022			2021
Net revenues:
Application Software		$	631.5		$	576.6
Network Software & Systems		368.7			314.2
Measurement & Analytical Solutions		392.4			369.6
Process Technologies		134.0			115.7
Total		$	1,526.6		$	1,376.1
Gross margin:
Application Software		69.3		%	69.1		%
Network Software & Systems		82.0			81.6
Measurement & Analytical Solutions		55.5			59.0
Process Technologies		54.0			54.2
Total		67.5			68.0
Selling, general and administrative expenses:
Application Software		41.8		%	42.5		%
Network Software & Systems		42.6			45.3
Measurement & Analytical Solutions		25.9			26.2
Process Technologies		22.8			23.9
Total		36.2			37.2
Segment operating margin:
Application Software		27.5		%	26.7		%
Network Software & Systems		39.4			36.3
Measurement & Analytical Solutions		29.5			32.9
Process Technologies		31.2			30.3
Total		31.2			30.8
Corporate administrative expenses		(3.7)			(3.6)
Income from operations		27.6			27.2
Interest expense, net		(3.4)			(4.4)

Other income (expense), net		(0.1)			2.0
Earnings before income taxes		24.0			24.8
Income taxes		(5.2)			(5.2)
Net earnings from continuing operations		18.8		%	19.6		%

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 %

Net revenues for the three months ended ~~September 30, 2017~~March 31, 2022 increased by ~~23%~~10.9% as compared to the three months ended ~~September 30, 2016.~~March 31, 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 March 31, 2022 were as follows:


	Application Software		Network Software & Systems		Measurement & Analytical Solutions		Process Technologies		Roper
Total Revenue Growth	9.5	%	17.3	%	6.2	%	15.9	%	10.9	%
Less Impact of:
Acquisitions/Divestitures	1.0		1.5		—		—		0.8
Foreign Exchange	(0.6)		(0.3)		(1.1)		(1.7)		(0.8)
Organic Revenue Growth	9.1	%	16.1	%	7.3	%	17.6	%	10.9	%

In our ~~RF Technology~~Application Software segment, revenues were ~~$481 million~~$631.5 in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~$304 million~~$576.6 in the ~~third quarter~~three months ended March 31, 2021. The growth of ~~2016, an increase of 58%. Acquisitions accounted for 54% and organic revenue increased by 5%. The increase~~9.1% in organic revenues was ~~due primarily to growth in~~broad-based across the segment led by our ~~software~~ businesses serving property and ~~increased revenues from tolling projects.~~casualty insurance, government contracting, and acute healthcare markets. Gross margin increased to ~~62.2%~~69.3% in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~55.7%~~69.1% in the ~~third quarter~~three months ended March 31, 2021 due primarily to operating leverage on higher organic revenues and revenue mix. SG&A expenses decreased as a percentage of ~~2016~~revenue to 41.8% in the three months ended March 31, 2022 as compared to 42.5% in the three months ended March 31, 2021 due to ~~an increased percentage~~operating leverage on higher organic revenues. The resulting operating margin was 27.5% in the three months ended March 31, 2022 as compared to 26.7% in the three months ended March 31, 2021.

In our Network Software & Systems segment, revenues were $368.7 in the three months ended March 31, 2022 as compared to $314.2 in the three months ended March 31, 2021. The growth of 16.1% in organic revenues atwas broad-based across the segment led by our network software businesses ~~which have higher gross margins. Selling, general~~serving the freight match, media and ~~administrative ("~~entertainment and life insurance markets. Gross margin increased to 82.0% in the three months ended March 31, 2022 as compared to 81.6% in the three months ended March 31, 2021 due primarily to revenue mix. SG~~&A")~~&A expenses

~~Our Industrial Technology~~In our Measurement & Analytical Solutions segment, revenues ~~increased by 12% to $200 million~~were $392.4 in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~$178 million~~$369.6 in the ~~third quarter~~three months ended March 31, 2021. The growth of ~~2016. Organic~~7.3% in organic revenues ~~increased by 12%~~was primarily due to our water meter technology business and industrial businesses. Gross margin decreased to 55.5% in the ~~foreign exchange benefit was 1%. The increase~~three months ended March 31, 2022 as compared to 59.0% in ~~revenues was~~the three months ended March 31, 2021 due primarily to higher material, component and freight costs as our ~~fluid handling and water meter technology businesses. Gross margin was effectively consistent at 50.9% in~~businesses navigate the ~~third quarter of 2017 as compared to 51.0% in the third quarter of 2016 due to a consistent sales mix.~~widespread global supply chain challenges. SG&A expenses as a percentage of revenues decreased to ~~19.9%~~25.9% in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~21.4%~~26.2% in the ~~third quarter of 2016~~three months ended March 31, 2021 due primarily to ~~operating leverage on higher revenues.~~revenue mix. The resulting operating margin was ~~31.1%~~29.5% in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~29.6%~~32.9% in the ~~third quarter of 2016.~~three months ended March 31, 2021.

~~Our Energy Systems & Controls~~In our Process Technologies segment, revenues ~~increased by 8% to $135 million~~were $134.0 in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~$125 million~~$115.7 in the ~~third quarter~~three months ended March 31, 2021. The growth of ~~2016. Organic revenues increased by 6%, acquisitions contributed 1% and the foreign exchange benefit was 1%. The increase~~17.6% in organic revenues was ~~due primarily to growth~~broad-based across the segment led by a recovery in ~~our pressure sensors~~oil and ~~valves businesses serving energy markets as well as businesses serving industrial end~~gas markets. Gross margin ~~increased~~decreased to ~~57.9%~~54.0% in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~56.7%~~54.2% in the ~~third quarter of 2016 and~~three months ended March 31, 2021 due to primarily to revenue mix partially offset by higher operating leverage on organic revenues. SG&A expenses as a percentage of revenues decreased to ~~31.0%~~22.8% in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~31.3%~~23.9% in the ~~third quarter of 2016, both of which were~~three months ended March 31, 2021 due to operating leverage on higher organic revenues. As a result, operating margin was ~~26.9%~~31.2% in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~25.4%~~30.3% in the ~~third quarter of 2016.~~three months ended March 31, 2021.

Corporate expenses increased to ~~$37.5 million,~~$55.8, or ~~3.2%~~3.7% of revenues, in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~$31.0 million,~~$49.8, or ~~3.3%~~3.6% of revenues, in the ~~third quarter of 2016.~~three months ended March 31, 2021. The dollar increase was due primarily to ~~increased incentive and equity~~higher compensation and ~~increased~~ professional ~~services.~~services expense.

Net interest expense ~~was $45.5 million~~decreased to $52.6 for the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~$26.8 million~~$60.6 for the ~~third quarter of 2016~~three months ended March 31, 2021 due to ~~higher~~lower weighted average debt balances ~~in the current quarter.~~associated with our credit facility and fixed debt.

Other expense, net, of ~~$0.7 million~~$1.9 for the ~~third quarter of 2017~~three months ended March 31, 2022 was composed primarily of ~~foreign exchange losses at~~a one-time charge associated with a transaction to transfer the remainder of our ~~non-U.S. based subsidiaries. Other expense, net, of $0.5 million for the third quarter of 2016 was due primarily~~exposure related to asbestos claims to a ~~non-cash charge of $0.9 million related to the early termination of our prior credit facility~~third party, partially offset by foreign exchange gains at our non-U.S. based subsidiaries. Other income, net, of $27.1 for the three months ended March 31, 2021 was composed primarily of a gain on sale of minority investment of $27.1.

Income taxes as a percent of pretax earnings were ~~28.1% in~~21.5% for the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~30.4% in~~20.9% for the ~~third quarter of 2016.~~three months ended March 31, 2021. The rate was ~~favorably~~ impacted ~~primarily due to~~by the timing of a ~~discrete~~ tax benefit ~~from the settlement of tax matters~~associated with an internal restructuring plan that occurred in the ~~current quarter.~~first quarter of 2021.

~~Order backlog was $1.59 billion~~Backlog is equal to our remaining performance obligations expected to be recognized within the next 12 months as discussed in Note 12 of the Notes to Condensed Consolidated Financial Statements. Backlog increased 28% to $2,718.0 at ~~September 30, 2017~~March 31, 2022 as compared to ~~$1.12 billion~~$2,131.6 at ~~September 30, 2016, an increase of 42%. Acquisitions accounted for 33%~~March 31, 2021. Organic growth in backlog was 27% and ~~internal growth~~acquisitions 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

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, 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.


	Backlog as of
	March 31,
	2022		2021
Application Software	$	1,567.5	$	1,394.6
Network Software & Systems	476.5		382.1
Measurement & Analytical Solutions	508.8		248.5
Process Technologies	165.2		106.4
Total	$	2,718.0	$	2,131.6

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.

Financial Condition, Liquidity and Capital Resources

All currency amounts are in millions

Selected cash flows for the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 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 )


	Three months ended March 31,
Cash provided by/(used in):	2022		2021
Continuing operations:
Cash provided by operating activities	$	473.8	$	525.9
Cash (used in) provided by investing activities	$	(67.8)	$	12.7
Cash used in financing activities	$	(508.8)	$	(544.8)
Cash flows provided by discontinued operations	$	2,996.1	$	31.3

Operating activities - Net cash provided by operating activities from continuing operations decreased by ~~0.3%~~10% to ~~$316 million~~$473.8 in the ~~third quarter of 2017~~three months ended March 31, 2022 as compared to ~~$317 million~~$525.9 in the ~~third quarter of 2016~~three months ended March 31, 2021, due primarily to ~~increases~~less cash provided by working capital associated with higher incentive compensation payments in ~~accounts receivable, unbilled receivables~~the first quarter of 2022 associated with 2021 performance and ~~higher income tax payments, largely~~approximately $36 of accelerated cash receipts in the first quarter of 2021 generated from our UK-based laboratory software business. These decreases 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 business acquisitions and capital expenditures~~from continuing operations during the three ~~and nine~~ months ended ~~September 30, 2017~~March 31, 2022 is due to a business acquisition and ~~2016.~~capital expenditures. Cash ~~received from~~provided by investing activities from continuing operations during the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2021 was due primarily to the proceeds from the sale of a ~~product line in our Energy Systems & Controls segment.~~minority investment, partially offset by capital expenditures.

Financing activities - Cash used in financing activities from continuing operations for the three months ended March 31, 2022 was primarily ~~for debt principal~~due to repayments on our unsecured credit facility and ~~dividends~~dividend payments, partially offset by net proceeds from stock based compensation. Cash used in financing activities from continuing operations during the three ~~and nine~~ months ended ~~September 30, 2017 and 2016. Net debt~~March 31, 2021 was primarily due to net repayments on ~~the~~our unsecured credit facility ~~were $880 million in~~and dividend payments.

Discontinued operations - Cash provided by discontinued operations for the ~~nine~~three months ended ~~September 30, 2017 as compared~~March 31, 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 three months ended

March 31, 2021 was primarily due to net ~~debt repayments~~income net of ~~$180 million in~~non-cash expenses and cash provided by working capital primarily associated with the ~~nine months ended September 30, 2016.~~timing of payments related to accounts receivable.

Effect of foreign currency exchange rate changes on cash - Cash and cash equivalents ~~increased~~decreased during the three and nine months ended September 30, 2017 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~~March 31, 2022 by $7.3 due primarily to the strengthening of the ~~Euro~~U.S. dollar against the functional currencies of our European and United Kingdom subsidiaries partially offset by weakening of the U.S. dollar ~~while~~against our Canadian subsidiaries. Cash and cash equivalents decreased during the ~~decrease for the nine~~three months ended ~~September 30, 2016 was~~March 31, 2021 by $2.4 due primarily to the ~~weakening~~strengthening 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 currencies of our European subsidiaries.

Total debt at ~~September 30, 2017~~March 31, 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	(45.9)
Other	0.2
Total debt, net of deferred finance costs	7,454.3
Less current portion	799.5
Long-term debt, net of deferred finance costs	$	6,654.8

$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 interest rate on borrowings under our ~~$2.5 billion~~$3,000.0 unsecured credit facility is calculated based upon various recognized indices plus a margin as defined in the credit ~~agreement.~~facility. At ~~September 30, 2017, there were $1,050 million~~March 31, 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~~$20.3 of outstanding letters of credit.

Cash ~~and short-term investments~~ at our foreign subsidiaries at ~~September 30, 2017 totaled $572 million. Repatriation~~March 31, 2022 increased to $394 as compared to $311 at December 31, 2021 due primarily to the cash generated at our foreign subsidiaries during the three months ended March 31, 2022, partially offset by the repatriation of ~~these funds under current regulatory~~$29 during the three months ended March 31, 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~~three months ended ~~September 30, 2017.~~March 31, 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~~$1,454.2 at ~~September 30, 2017~~March 31, 2022 as compared to negative ~~$25 million~~$882.5 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 payable associated with the divestitures of TransCore and ~~inventories.~~Zetec and a reduction in accounts receivable, partially offset by a decrease in accrued compensation. Consistent negative net working capital demonstrates Roper’s continued evolution and focus on asset-light business models. Total debt was ~~$5.33 billion~~$7,454.3 at ~~September 30, 2017~~March 31, 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:

Capital expenditures were ~~$36 million~~$7.1 for the ~~nine~~three months ended ~~September 30, 2017~~March 31, 2022 as compared to ~~$27 million~~$7.1 for the ~~nine~~three months ended ~~September 30, 2016.~~March 31, 2021. Capitalized software expenditures were $7.5 for the three months ended March 31, 2022 as compared to $7.2 for the three months ended March 31, 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.

Off-Balance Sheet Arrangements

At ~~September 30, 2017,~~March 31, 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.

Current geopolitical and economic uncertainties 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 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~~three months ended ~~September 30, 2017.~~March 31, 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 910 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 regarding risk factors 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. We are providing the following information regarding changes that have occurred to the previously disclosed risk factors ~~that could affect~~in our Form 10-K. Except for such additional information, there were no material changes during the three months ended March 31, 2022 to the risk factors reported in the 2021 Annual Report on Form 10-K.

Our business, financial condition and results of operations ~~see~~could be adversely affected by disruptions in the ~~risk factors discussion~~global economy caused by the ongoing conflict between Russia and Ukraine.

The global economy has been negatively impacted by the military conflict between Russia and Ukraine. Furthermore, governments in ~~Item 1A~~the United States, United Kingdom and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia. We have historically had limited operations in Russia and a limited number of suppliers in Ukraine. Nevertheless, the Russia-Ukraine military conflict could have a negative impact on the global supply chain logistics or economy. Further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain. In addition, the effects of the ongoing conflict could heighten many of our ~~Annual Report. See also "Information About Forward-Looking Statements" included~~known risks described in section entitled “Risk Factors" in Part I, Item ~~2 of this Quarterly~~1A in our Annual Report on Form ~~10-Q.~~10-K for the fiscal year ended December 31, 2021 filed with the SEC on February 22, 2022.

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



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.~~

~~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.~~

~~Number~~

~~Exhibit~~

~~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).

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	May 4, 2022
L. Neil Hunn			(Principal Executive Officer)



/S/ Robert C. Crisci
~~/s/ Robert Crisci~~	Executive Vice President and Chief Financial Officer	~~November 6, 2017~~May 4, 2022
Robert C. Crisci			(Principal Financial Officer)



/s/S/ Jason Conley	Vice President and ~~Controller~~Chief Accounting Officer	~~November 6, 2017~~May 4, 2022
Jason Conley	(Principal Accounting Officer)


☒		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


				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		1517

Item 3.		Quantitative and Qualitative Disclosures About Market Risk		2324

Item 4.		Controls and Procedures		2324

PART II.		OTHER INFORMATION

Item 1.		Legal Proceedings		2425

Item 1A.		Risk Factors		2425

Item 6.		Exhibits		2426

		Signatures		2627


	Nine months ended September 30,			Three months ended March 31,
	2017	2016		2022	2021
Risk-free interest rate (%)	2.03	1.38	Risk-free interest rate (%)	2.05	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 (%)	0.54	0.56


	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	$	7,532.0	$	(2,108.0)	$	5,424.0
Unpatented technology	462,152		(144,025		)	318,127		Unpatented technology	906.4		(431.8)		474.6
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	9.6		(2.1)		7.5
Trade names	6,591		(653		)	5,938		Trade names	12.8		(6.1)		6.7
Assets not subject to amortization:								Assets not subject to amortization:
Trade names	578,279		—			578,279		Trade names	648.6		—		648.6
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	$	9,258.9	$	(2,670.4)	$	6,588.5

Assets subject to amortization:								Assets subject to amortization:
Customer related intangibles	$	3,313,342	$	(863,741	)	$	2,449,601	Customer related intangibles	$	7,527.0	$	(2,205.3)	$	5,321.7
Unpatented technology	539,892		(193,223		)	346,669		Unpatented technology	893.6		(445.6)		448.0
Software	185,305		(77,894		)	107,411		Software	149.4		(125.2)		24.2
Patents and other protective rights	26,034		(22,007		)	4,027		Patents and other protective rights	9.6		(2.1)		7.5
Trade names	6,638		(1,466		)	5,172		Trade names	16.3		(7.0)		9.3
Assets not subject to amortization:								Assets not subject to amortization:
Trade names	588,349		—			588,349		Trade names	643.4		—		643.4
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 March 31, 2022								Balances at March 31, 2022	$	9,239.3	$	(2,785.2)	$	6,454.1



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



	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


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



	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