UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

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

2023.



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

For the transition period from to .

Commission File Number 1-12273

ROPER TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



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

~~6901 Professional Pkwy. East, Suite 200~~ 6496 University Parkway
Sarasota,	Florida	34240
(Address of principal executive offices)		~~34240~~ (Zip Code)

(941) 556-2601

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

6901 Professional Parkway, Suite 200

Sarasota, Florida 34240

(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

The Nasdaq Stock Market LLC

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

Indicate by check mark whether the registrant has submitted electronically ~~and posted on its corporate Web site, if any,~~ every Interactive Data File required to be submitted ~~and posted~~ pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit ~~and post~~ such files).

þ☒ Yes o☐ No

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


☒		Large accelerated filer	☐	Accelerated filer

☐		Non-accelerated filer	☐	Smaller reporting company


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

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

	oEmerging growth company

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

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

The number of shares outstanding of the ~~Registrant's~~registrant’s common stock as of ~~October 27, 2017~~July 28, 2023 was ~~102,362,184.~~106,710,899.

ROPER TECHNOLOGIES, INC.

REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED ~~SEPTEMBER~~JUNE 30, ~~2017~~2023

TABLE OF CONTENTS

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

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


	Three months ended June 30,				Six months ended June 30,
	2023		2022		2023		2022
Net revenues	$	1,531.2	$	1,310.8	$	3,000.9	$	2,590.6
Cost of sales	464.1		399.3		915.2		781.9
Gross profit	1,067.1		911.5		2,085.7		1,808.7

Selling, general and administrative expenses	631.8		548.6		1,249.4		1,089.9
Income from operations	435.3		362.9		836.3		718.8

Interest expense, net	34.8		44.7		72.2		97.3
Equity investment activity, net	66.0		—		64.8		—
Other expense, net	(2.8)		(1.3)		(5.1)		(3.4)


Earnings before income taxes	463.7		316.9		823.8		618.1

Income taxes	102.7		91.9		178.5		156.7

Net earnings from continuing operations	361.0		225.0		645.3		461.4

Earnings (loss) from discontinued operations, net of tax	—		54.5		(1.2)		121.3
Gain (loss) on disposition of discontinued operations, net of tax	3.9		(10.7)		3.9		1,706.6
Net earnings from discontinued operations	3.9		43.8		2.7		1,827.9

Net earnings	$	364.9	$	268.8	$	648.0	$	2,289.3

Net earnings per share from continuing operations:
Basic	$	3.38	$	2.13	$	6.06	$	4.36
Diluted	$	3.36	$	2.11	$	6.02	$	4.32

Net earnings per share from discontinued operations:
Basic	$	0.04	$	0.41	$	0.03	$	17.28
Diluted	$	0.04	$	0.41	$	0.02	$	17.12

Net earnings per share:
Basic	$	3.42	$	2.54	$	6.09	$	21.64
Diluted	$	3.40	$	2.52	$	6.04	$	21.44

Weighted average common shares outstanding:
Basic	106.6		105.9		106.4		105.8
Diluted	107.4		106.8		107.2		106.8

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

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

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

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

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

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

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

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

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

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

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(in ~~thousands)~~millions)


	Three months ended September 30,				Nine months ended September 30,						Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016				2023		2022		2023		2022
Net earnings	$	190,273	$	167,079	$	527,900	$	476,564		Net earnings	$	364.9	$	268.8	$	648.0	$	2,289.3

Other comprehensive income/(loss), net of tax:
Other comprehensive income (loss), net of tax:										Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments	67,535		9,054		147,462		(35,673		)	Foreign currency translation adjustments	36.2		(81.8)		60.3		(104.7)
Total other comprehensive income/(loss), net of tax	67,535		9,054		147,462		(35,673		)
Total other comprehensive income (loss), net of tax										Total other comprehensive income (loss), net of tax	36.2		(81.8)		60.3		(104.7)

Comprehensive income	$	257,808	$	176,133	$	675,362	$	440,891		Comprehensive income	$	401.1	$	187.0	$	708.3	$	2,184.6

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)


	June 30, 2023		December 31, 2022
ASSETS:

Cash and cash equivalents	$	1,462.8	$	792.8
Accounts receivable, net	684.4		724.5
Inventories, net	118.0		111.3
Income taxes receivable	53.4		61.0
Unbilled receivables	108.1		91.5
Other current assets	179.4		151.3

Total current assets	2,606.1		1,932.4

Property, plant and equipment, net	93.7		85.3
Goodwill	16,002.5		15,946.1
Other intangible assets, net	7,718.8		8,030.7
Deferred taxes	48.2		55.9
Equity investment	591.3		535.0
Other assets	399.8		395.4

Total assets	$	27,460.4	$	26,980.8

LIABILITIES AND STOCKHOLDERS’ EQUITY:

Accounts payable	$	141.1	$	122.6
Accrued compensation	183.8		228.8
Deferred revenue	1,279.8		1,370.7
Other accrued liabilities	397.1		454.6
Income taxes payable	62.3		16.6
Current portion of long-term debt, net	699.8		699.2

Total current liabilities	2,763.9		2,892.5

Long-term debt, net of current portion	5,966.3		5,962.5
Deferred taxes	1,589.4		1,676.8
Other liabilities	394.9		411.2

Total liabilities	10,714.5		10,943.0

Commitments and contingencies (Note 10)

Common stock	1.1		1.1
Additional paid-in capital	2,655.3		2,510.2
Retained earnings	14,233.2		13,730.7
Accumulated other comprehensive loss	(126.7)		(187.0)
Treasury stock	(17.0)		(17.2)
Total stockholders’ equity	16,745.9		16,037.8

Total liabilities and stockholders’ equity	$	27,460.4	$	26,980.8

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

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

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in ~~thousands)~~

millions)


	Six months ended June 30,
	2023		2022
Cash flows from operating activities:
Net earnings from continuing operations	$	645.3	$	461.4
Adjustments to reconcile net earnings from continuing operations to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment	17.3		18.7
Amortization of intangible assets	350.6		291.3
Amortization of deferred financing costs	5.1		6.3
Non-cash stock compensation	63.5		61.2
Equity investment activity, net	(64.8)		—

Income tax provision	178.5		156.7
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable	46.7		55.2
Unbilled receivables	(14.9)		(24.7)
Inventories	(5.9)		(23.7)
Accounts payable	17.9		30.9
Other accrued liabilities	(91.0)		(64.7)
Deferred revenue	(98.3)		38.6
Cash tax paid for gain on disposal of businesses	—		(377.9)
Cash income taxes paid, excluding tax associated with gain on disposal of businesses	(231.5)		(279.4)
Other, net	(33.5)		(18.9)
Cash provided by operating activities from continuing operations	785.0		331.0
Cash provided by (used in) operating activities from discontinued operations	(1.7)		80.1
Cash provided by operating activities	783.3		411.1

Cash flows from (used in) investing activities:
Acquisitions of businesses, net of cash acquired	(17.3)		(258.9)
Capital expenditures	(24.9)		(13.7)
Capitalized software expenditures	(19.3)		(15.0)


Distributions from equity investment	12.1		—
Other, net	(2.9)		—
Cash used in investing activities from continuing operations	(52.3)		(287.6)
Proceeds from disposition of discontinued operations	2.0		2,995.9
Cash used in investing activities from discontinued operations	—		(3.3)
Cash provided by (used in) investing activities	(50.3)		2,705.0

Cash flows used in financing activities:


Payments under revolving line of credit, net	—		(470.0)


Cash dividends to stockholders	(144.8)		(130.7)
Proceeds from stock-based compensation, net	60.8		40.9
Treasury stock sales	8.4		8.5

Other	(0.2)		(0.2)
Cash flows used in financing activities from continuing operations	(75.8)		(551.5)
Cash flows used in financing activities from discontinued operations	—		(11.4)
Cash flows used in financing activities	(75.8)		(562.9)
(Continued)

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

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

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

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

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

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

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

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

Roper Technologies, Inc. and Subsidiaries

Condensed Consolidated ~~Statement~~Statements of Cash Flows (unaudited) - Continued

(in millions)


	Six months ended June 30,
	2023		2022

Effect of foreign currency exchange rate changes on cash	12.8		(25.6)

Net increase in cash and cash equivalents	670.0		2,527.6

Cash and cash equivalents, beginning of period	792.8		351.5

Cash and cash equivalents, end of period	$	1,462.8	$	2,879.1

See accompanying notes to Condensed Consolidated Financial Statements.

Roper Technologies, Inc. and Subsidiaries

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

(in ~~thousands)~~millions)


																			Common stock		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders’ equity
	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
Balances at March 31, 2023																		Balances at March 31, 2023	$	1.1	$	2,570.4	$	13,941.2	$	(162.9)	$	(17.1)	$	16,332.7

Net earnings	—		—			527,900			—			—			527,900			Net earnings	—		—		364.9		—		—		364.9
Stock option exercises	4		40,397			—			—			—			40,401			Stock option exercises	—		48.1		—		—		—		48.1
Treasury stock sold	—		3,040			—			—			154			3,194			Treasury stock sold	—		3.6		—		—		0.1		3.7
Currency translation adjustments	—		—			—			147,462			—			147,462			Currency translation adjustments	—		—		—		36.2		—		36.2
Stock based compensation	—		66,010			—			—			—			66,010
Stock-based compensation																		Stock-based compensation	—		33.8		—		—		—		33.8
Restricted stock activity	3		(7,475		)	—			—			—			(7,472		)	Restricted stock activity	—		(0.6)		—		—		—		(0.6)
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
Dividends declared ($0.6825 per share)																		Dividends declared ($0.6825 per share)	—		—		(72.9)		—		—		(72.9)
Balances at June 30, 2023																		Balances at June 30, 2023	$	1.1	$	2,655.3	$	14,233.2	$	(126.7)	$	(17.0)	$	16,745.9

Balances at December 31, 2022																		Balances at December 31, 2022	$	1.1	$	2,510.2	$	13,730.7	$	(187.0)	$	(17.2)	$	16,037.8

Net earnings																		Net earnings	—		—		648.0		—		—		648.0
Stock option exercises																		Stock option exercises	—		81.8		—		—		—		81.8

Treasury stock sold																		Treasury stock sold	—		8.2		—		—		0.2		8.4
Currency translation adjustments																		Currency translation adjustments	—		—		—		60.3		—		60.3
Stock-based compensation																		Stock-based compensation	—		65.2		—		—		—		65.2
Restricted stock activity																		Restricted stock activity	—		(10.1)		—		—		—		(10.1)
Dividends declared ($1.3650 per share)																		Dividends declared ($1.3650 per share)	—		—		(145.5)		—		—		(145.5)
Balances at June 30, 2023																		Balances at June 30, 2023	$	1.1	$	2,655.3	$	14,233.2	$	(126.7)	$	(17.0)	$	16,745.9

Balances at March 31, 2022																		Balances at March 31, 2022	$	1.1	$	2,363.9	$	11,410.4	$	(206.0)	$	(17.5)	$	13,551.9

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

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

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

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

Roper Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

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

1. Basis of Presentation

The accompanying ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 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~~2022 financial position data included herein was derived from the audited consolidated financial statements included in the ~~Company's 2016~~Company’s 2022 Annual Report on Form 10-K ("(“Annual ~~Report"~~Report”) filed on February 27, ~~2017~~2023 with the Securities and Exchange Commission ~~("SEC"~~(“SEC”) but does not include all disclosures required by U.S. generally accepted accounting principles ~~("GAAP"~~(“GAAP”).

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

The results of operations for the three and ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited ~~condensed consolidated financial statements~~Condensed Consolidated Financial Statements in conjunction with ~~Roper's~~Roper’s audited consolidated financial statements and the notes thereto included in its Annual Report. Certain prior period amounts have been reclassified to conform to current period presentation.

Discontinued Operations – Roper has completed the divestitures of TransCore, Zetec, CIVCO Radiotherapy (“2021 Divestitures”), and the majority stake in its industrial businesses (“Indicor”). The financial results for these businesses are reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within these notes to the Condensed Consolidated Financial Statements relates to continuing operations. Refer to Note 5 for additional information on discontinued operations.

2. Recent Accounting Pronouncements

The Financial Accounting Standards Board ~~("FASB"~~(“FASB”) establishes changes to accounting principles under GAAP in the form of accounting standards updates ~~("ASUs"~~(“ASUs”) to the ~~FASB's~~ Accounting Standards ~~Codification.~~Codification (“ASC”). The Company considers the applicability and impact of all ASUs. Any recent ASUs ~~not listed below~~ were assessed and determined to be either not applicable or are expected to have an immaterial impact on the ~~Company's~~Company’s results of operations, financial position or cash flows.

~~Recently Adopted Accounting Pronouncements~~

In July 2015, the FASB issued an update providing guidance to simplify the measurement of inventory. This update, effective for fiscal years beginning after December 15, 2016, requires that inventory within the scope of the update be measured at the lower of cost and net realizable value. The update did not have a material impact on the Company's results of operations, financial condition or cash flows.

~~Recently Released Accounting Pronouncements~~

In January 2017, the FASB issued an update simplifying the test for goodwill impairment. This update, effective on a prospective basis for goodwill impairment tests performed in fiscal years beginning after December 15, 2019, eliminates Step 2 from the goodwill impairment test. Under the amendments in the update, an entity should perform its goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value; however, the loss recognized should not exceed the total amount of goodwill allocated to that reporting unit. Additionally, an entity should consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill impairment loss, if applicable. Early adoption is permitted for goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not expect the update to have a material impact on its results of operations, financial condition or cash flows.

In August 2016, the FASB issued an update clarifying the classification of certain cash receipts and cash payments in the statement of cash flows. This update, effective for annual reporting periods after December 15, 2017, including interim periods within those annual periods, addresses the following eight specific cash flow issues: Debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The Company does not expect the update to have a material impact on its results of operations, financial condition or cash flows.

In February 2016, the FASB issued an update on lease accounting. This update, effective for annual reporting periods after December 15, 2018, including interim periods within those annual periods, provides amendments to current lease accounting. These amendments include the recognition of lease assets and lease liabilities on the balance sheet and disclosing other key information about leasing arrangements. Early adoption is permitted. The Company is evaluating the impact of the update on its results of operations, financial condition and cash flows.

In May 2014, the FASB issued updates on accounting and disclosures for revenue from contracts with customers. These updates, effective for annual reporting periods after December 15, 2017, create a single, comprehensive revenue recognition model for all contracts with customers. The model is based on changes in contract assets (rights to receive consideration) and liabilities (obligations to provide a good or service). Revenue will be recognized based on the satisfaction of performance obligations, which occurs when control of a good or service transfers to a customer and enhanced disclosures will be required regarding the nature, amount, timing and uncertainty of revenue and cash flows arising from an entity's contracts with customers. Either a retrospective or cumulative effect transition method is permitted. The Company has elected to adopt using the modified retrospective transition method. The Company has substantially completed its assessment to identify differences between the existing standard and new standard on its customer contracts. Based on this assessment, the Company expects the impact of the new standard is due primarily to the acceleration of recognition of revenues and associated costs for certain of our software license contracts. Under existing guidance, these contracts are recognized ratably over the contractual term of post-contract support services in the event vendor-specific objective evidence is unavailable. The new standard requires recognition at once upon the transfer of control of the software license. The Company estimates the opening balance sheet adjustment as of January 1, 2018 under the modified retrospective transition method will be less than 1% of the Company's 2017 annual revenues, prior to the effects of income taxes. The FASB has issued, and may issue in the future, interpretive guidance which may cause the evaluation to change. The Company believes it is following an appropriate timeline to allow for proper recognition, presentation and disclosure upon adoption effective the beginning of fiscal year 2018.

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

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

Weighted average shares outstanding are shown ~~below (in thousands):~~below:


	Three months ended September 30,		Nine months ended September 30,			Three months ended June 30,		Six months ended June 30,
	2017	2016	2017	2016		2023	2022	2023	2022
Basic shares outstanding	102,303	101,372	102,091	101,231	Basic shares outstanding	106.6	105.9	106.4	105.8
Effect of potential common stock:					Effect of potential common stock:
Common stock awards	1,377	1,112	1,306	1,131	Common stock awards	0.8	0.9	0.8	1.0
Senior subordinated convertible notes	—	38	—	62
Diluted shares outstanding	103,680	102,522	103,397	102,424	Diluted shares outstanding	107.4	106.8	107.2	106.8

For the three and ~~nine~~six months ended ~~September~~June 30, ~~2017,~~2023, there were ~~475,098~~0.735 and ~~487,298~~0.737 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~~0.819 outstanding stock options that would have been antidilutive in both of the respective ~~2016~~2022 periods.

4. Business Acquisitions ~~and Divestitures~~

On May 2, 2023, Roper ~~completed three business acquisitions~~acquired the outstanding membership interests of Promium, LLC, a leading provider of laboratory information management systems in the ~~nine months ended September 30, 2017, with~~environmental and water markets for an aggregate purchase price of ~~$87 million. The~~$16.5. This acquisition has been integrated into our CliniSys business and its results ~~of operations of the acquired businesses did not have a material impact on Roper's consolidated results of operations.~~

~~Acquisition of Phase Technology~~ ~~- On June 21, 2017, Roper acquired the assets of Phase Technology, a business engaged in the design, manufacture, marketing and sales of test instruments. Phase Technology is~~are reported in the ~~Energy Systems & Controls~~Application Software reportable segment.

~~Acquisition of HandshakeSoftware, Inc.~~ - On August 4, 2017, Roper acquired 100% 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 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~~$12.2 in goodwill and ~~$36 million~~$6.2 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~~$5.8 (12 year ~~weighted average~~ useful life) and technology of ~~$8 million (7~~$0.4 (5 year ~~weighted average~~ useful life).

The results of operations of the acquired business are included in Roper’s Condensed Consolidated Financial Statements since the date of acquisition. Pro forma results of operations and the revenue and net income subsequent to the acquisition date has not been presented because the effects of the acquisition were not material to our financial results.

On ~~October 4, 2017, three wholly owned subsidiaries of~~May 14, 2023, Roper entered into an agreement to acquire ~~all~~the assets of ~~the outstanding shares~~Replicon Inc., a provider of ~~Onvia, Inc. ("Onvia") common stock~~time tracking software solutions for ~~$9.00 per share in an all-cash tender offer~~project and services centric organizations, for a ~~total transaction value~~purchase price 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~~$450, which includes a cash tax benefit of approximately $80. This acquisition will be ~~funded with cash on hand~~integrated into our Deltek business and ~~Roper expects the transaction~~is expected to close in the ~~fourth~~third quarter of ~~2017.~~2023.

~~Sale of Product Line~~ - ~~On May 15, 2017, Roper completed~~

5. Discontinued Operations

The Company concluded that the 2021 Divestitures and the sale of a ~~product line~~majority 51% stake in Indicor each represented a strategic shift that had a major effect on the Company’s operations and financial results. Accordingly, the financial results related to these transactions are presented in the Condensed Consolidated Financial Statements as discontinued operations for all periods presented.

The following transactions closed in the first quarter of 2022:

•On March 17, 2022, Roper closed on the divestiture of our ~~Energy Systems & Controls segment~~TransCore business to an affiliate of Singapore Technologies Engineering Ltd., for ~~$10.4 million.~~approximately $2,680.0 in cash. The sale resulted in a pretax gain of $2,073.7 and income tax expense of $550.5, which are reported within “Gain (loss) on disposition of discontinued operations, net of tax” in the Condensed Consolidated Statements of Earnings. TransCore was previously included in the historical Network Software & Systems reportable segment.

•On January 5, 2022, Roper closed on the divestiture of our Zetec business to Eddyfi NDT Inc. for approximately $350.0 in cash. The sale ~~was $9.4 million,~~resulted in a pretax gain of $255.3 and income tax expense of $60.9, which isare reported ~~in Other income/(expense),~~within “Gain (loss) on disposition of discontinued operations, net of tax” in the ~~condensed consolidated statements~~Condensed Consolidated Statements of ~~earnings.~~Earnings. Zetec was previously included in the historical Process Technologies reportable segment.

~~5. Stock Based~~

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


	Three months ended June 30,			Six months ended June 30,
		2022		2022
Net revenues		$	—	$	100.4
Cost of sales		—		71.2
Gross profit		—		29.2

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

Other income, net		—		0.1

Earnings before income taxes		—		9.4

Income taxes		—		(6.2)

Earnings from discontinued operations, net of tax		—		15.6

Gain (loss) on disposition of discontinued operations, net of tax (2)		(10.7)		1,706.6

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

(1) Includes stock-based compensation expense of $0.9. Stock-based compensation was previously reported as a component of unallocated corporate general and administrative expenses.

(2) Includes expense of $4.5 associated with accelerated vesting of share-based awards for the six months ended June 30, 2022.

Indicor – On November 22, 2022, Roper completed the divestiture of a majority 51% stake in Indicor to Clayton, Dubilier & Rice, LLC (“CD&R”). In connection with the transaction, Roper retained an initial 49% minority equity interest in Indicor (described further in Note 9).

The following table summarizes the major classes of revenue and expenses constituting net earnings from discontinued operations attributable to Indicor:


	Three months ended June 30,				Six months ended June 30,
	2023		2022 (1)		2023		2022 (1)
Net revenues	$	—	$	255.1	$	—	$	501.9
Cost of sales	—		121.4		—		235.3
Gross profit	—		133.7		—		266.6

Selling, general and administrative expenses	0.4		66.8		1.6		134.5
Income (loss) from operations	(0.4)		66.9		(1.6)		132.1

Other income, net	—		0.9		—		1.1

Earnings (loss) before income taxes	(0.4)		67.8		(1.6)		133.2

Income taxes	(0.4)		13.3		(0.4)		27.5

Earnings (loss) from discontinued operations, net of tax	—		54.5		(1.2)		105.7

Gain on disposition of discontinued operations, net of tax	3.9		—		3.9		—

Net earnings from discontinued operations	$	3.9	$	54.5	$	2.7	$	105.7

(1) Includes depreciation and amortization expense of $2.5 and $6.4 for the three and six months ended June 30, 2022 and stock-based compensation expense of $2.6 and $5.5 for the three and six months ended June 30, 2022. Stock-based compensation was previously reported as a component of unallocated corporate general and administrative expenses.

6. Stock-Based Compensation

The Roper Technologies, Inc. ~~2016~~2021 Incentive Plan ~~("2016 Plan")~~ is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to ~~Roper's~~Roper’s employees, officers, directors and ~~directors. The 2016 Plan replaces the Roper Technologies, Inc. Amended and Restated 2006 Incentive Plan ("2006 Plan"), and no additional grants will be made from the 2006 Plan.~~consultants.

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


	Three months ended September 30,				Nine months ended September 30,					Three months ended June 30,				Six months ended June 30,
	2017		2016		2017		2016			2023		2022		2023		2022
Stock-based compensation	$	23,734	$	21,388	$	67,598	$	60,480	Stock-based compensation	$	33.3	$	28.2	$	63.5	$	61.2
Tax effect recognized in net income	8,307		7,486		23,659		21,168
Tax effect recognized in net earnings from continuing operations									Tax effect recognized in net earnings from continuing operations	5.5		5.9		10.7		12.9

Stock Options -– In the ~~nine~~six months ended ~~September~~June 30, ~~2017, 592,798~~2023, 0.363 options were granted with a weighted average fair value of ~~$40.67~~$129.01 per option. During the same period in ~~2016, 633,000~~2022, 0.373 options were granted with a weighted average fair value of ~~$34.45~~$115.92 per option. All options were issued ~~at grant date fair value, which is defined by both the 2016 Plan and the 2006 Plan as~~with an exercise price equal to the closing price of ~~Roper's~~Roper’s common stock on the date of ~~grant.~~grant, as required by the Company’s stock-based compensation plans.

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the

expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option.

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


	Nine months ended September 30,			Six months ended June 30,
	2017	2016		2023	2022
Risk-free interest rate (%)	2.03	1.38	Risk-free interest rate (%)	3.73	2.07
Expected option life (years)	5.26	5.20	Expected option life (years)	5.63	5.63
Expected volatility (%)	18.76	21.63	Expected volatility (%)	26.04	24.52
Expected dividend yield (%)	0.67	0.70	Expected dividend yield (%)	0.64	0.55

Cash received from option exercises for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 was ~~$40.4 million~~$70.9 and ~~$15.9 million,~~$62.9, respectively.

Restricted Stock ~~Awards -~~Grants – During the ~~nine~~six months ended ~~September~~June 30, ~~2017, 389,117 restricted stock awards were~~2023, the Company granted 0.242 shares with a weighted average grant date fair value of ~~$203.02~~$431.05 per restricted share. During the same period in ~~2016, 395,980 restricted stock awards were~~2022, the Company granted 0.236 shares with a weighted average grant date fair value of ~~$169.03~~$451.30 per restricted share. All grants were issued at grant date fair value.

During the ~~nine~~six months ended ~~September~~June 30, ~~2017, 138,140~~2023, 0.088 restricted ~~awards~~shares vested with a weighted average grant date fair value of ~~$143.29~~$377.18 per restricted share and a weighted average vest date fair value of ~~$215.77~~$437.43 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 both the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, participants in the ~~employee stock purchase plan~~ESPP purchased ~~15,511 and 15,076~~0.021 shares ~~respectively,~~ of ~~Roper's~~Roper’s common stock for total consideration of ~~$3.19 million~~$8.4 and ~~$2.58 million,~~$8.5, respectively. All shares were purchased from ~~Roper's~~Roper’s treasury shares.

6.7. Inventories

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


	June 30, 2023		December 31, 2022
Raw materials and supplies	$	63.6	$	60.6
Work in process	24.8		24.9
Finished products	37.4		31.3
Inventory reserves	(7.8)		(5.5)
Inventories, net	$	118.0	$	111.3

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

7.8. Goodwill and Other Intangible Assets

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


	Application Software		Network Software		Technology Enabled Products		Total
Balances at December 31, 2022	$	11,417.5	$	3,598.3	$	930.3	$	15,946.1
Goodwill acquired	12.2		—		—		12.2

Other	0.6		—		—		0.6
Currency translation adjustments	15.7		27.2		0.7		43.6
Balances at June 30, 2023	$	11,446.0	$	3,625.5	$	931.0	$	16,002.5

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.~~acquisitions completed in 2022.

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


	Cost		Accumulated amortization			Net book value			Cost		Accumulated amortization		Net book value
Assets subject to amortization:								Assets subject to amortization:
Customer related intangibles	$	3,272,081	$	(712,718	)	$	2,559,363	Customer related intangibles	$	9,300.7	$	(2,437.7)	$	6,863.0
Unpatented technology	462,152		(144,025		)	318,127		Unpatented technology	954.6		(506.9)		447.7
Software	184,761		(56,882		)	127,879		Software	149.0		(134.0)		15.0
Patents and other protective rights	24,656		(20,399		)	4,257		Patents and other protective rights	10.3		(1.2)		9.1
Trade names	6,591		(653		)	5,938		Trade names	9.7		(3.1)		6.6
Assets not subject to amortization:								Assets not subject to amortization:
Trade names	578,279		—			578,279		Trade names	689.3		—		689.3
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, 2022								Balances at December 31, 2022	$	11,113.6	$	(3,082.9)	$	8,030.7

Assets subject to amortization:								Assets subject to amortization:
Customer related intangibles	$	3,313,342	$	(863,741	)	$	2,449,601	Customer related intangibles	$	9,329.0	$	(2,715.9)	$	6,613.1
Unpatented technology	539,892		(193,223		)	346,669		Unpatented technology	962.1		(572.8)		389.3
Software	185,305		(77,894		)	107,411		Software	149.2		(138.8)		10.4
Patents and other protective rights	26,034		(22,007		)	4,027		Patents and other protective rights	10.3		(1.3)		9.0
Trade names	6,638		(1,466		)	5,172		Trade names	9.7		(4.5)		5.2
Assets not subject to amortization:								Assets not subject to amortization:
Trade names	588,349		—			588,349		Trade names	691.8		—		691.8
In process research and development	1,458		—			1,458
Balances at September 30, 2017	$	4,661,018	$	(1,158,331	)	$	3,502,687

Balances at June 30, 2023								Balances at June 30, 2023	$	11,152.1	$	(3,433.3)	$	7,718.8

Amortization expense of other intangible assets was ~~$220,683~~$170.5 and ~~$147,773~~$142.6 during the ~~nine~~three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, and $340.9 and $285.9 during the six months ended June 30, 2023 and 2022, 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.~~2023. The Company will perform the annual analysis during the fourth quarter of ~~2017.~~2023.

8.9. Fair Value

Financial assets and liabilities are valued using market prices on active markets (Level 1), less active markets (Level 2) and little or no market activity (Level 3). Level 1 instrument valuations are obtained from real-time quotes for transactions in active exchange markets involving identical assets. Level 2 instrument valuations are obtained from readily available pricing sources for comparable instruments, identical instruments in less active markets, or models using market observable inputs. Level 3 instrument valuations typically reflect management’s estimate of ~~Financial Instruments~~assumptions that market participants would use in pricing the asset or liability.

~~Roper's~~

Debt –Roper’s debt ~~at September 30, 2017~~ included ~~$4.3 billion~~$6,700 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


Fixed-rate senior notes			Fair value
Principal amount	Interest rate	Year of maturity	As of June 30, 2023
$700	3.650%	2023	$697
$500	2.350%	2024	$481
$300	3.850%	2025	$288
$700	1.000%	2025	$637
$700	3.800%	2026	$669
$700	1.400%	2027	$603
$800	4.200%	2028	$768
$700	2.950%	2029	$619
$600	2.000%	2030	$489
$1,000	1.750%	2031	$791

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.

Indicor Investment – Following the sale of a majority stake in its industrial businesses to CD&R, Roper now holds a minority 48.1% equity interest in Indicor. We elected to apply the fair value option as we believe this is the most reasonable method to value the equity investment. The fair value of Roper’s equity investment in Indicor is updated on a quarterly basis and its impact is reported as “Equity investment activity, net.”

We initially valued our investment using the implied equity value associated with the sale price of the majority equity interest in Indicor to CD&R. During the second quarter, we revised our valuation methodology to utilize the market multiple approach consisting of comparable guideline public companies revenue and earnings multiples to estimate the fair value of the investment. Our valuation methodology was updated given the passage of time since the transaction date and in consideration of observable market data, including Indicor’s divestiture of its Compressor Controls business unit to Honeywell International, Inc. for approximately $670 which closed on June 30, 2023.

The assessment of fair value for the equity investment requires significant judgments to be made by management. Although our assumptions are considered reasonable and are consistent, there is significant judgment applied. Changes in estimates or the application of alternative assumptions could produce significantly different results. The fair value of the investment reflects management’s estimate of assumptions that market participants would use in pricing the equity interest, which the Company has determined to be Level 3 in the FASB fair value hierarchy.

The following table provides a reconciliation of the fair value for our equity investment in Indicor measured using Level 3 inputs:


	Three and Six months ended June 30, 2023
Balance at beginning of period	$	535.0
Change in fair value	56.3
Balance at end of period	$	591.3

The Company received dividend distributions of $12.1 from Indicor during the three and six months ended June 30, 2023, which are reported as a component of “Equity investment activity, net.” These dividend distributions were distributed to offset certain cash taxes associated with the Company’s ownership stake and are contemplated in the determination of the fair value related to the equity investment in Indicor.

10. Contingencies

Roper, in the ordinary course of business, is ~~the subject of, or a~~ party to various pending or threatened legal actions, including product liability, intellectual property, antitrust, data privacy and employment practices that, in general, are ~~based upon claims~~ of ~~the kind that have been customary~~a nature consistent with those over the past several ~~years and which the Company is vigorously defending.~~years. After analyzing the ~~Company's~~Company’s contingent liabilities on a gross

basis and, based upon past experience with resolution of ~~its product liability and employment practices~~such legal claims and the availability and limits of the primary, excess, and umbrella liability insurance coverages ~~that are available~~ with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on ~~Roper's~~Roper’s consolidated financial position, results of operations or cash flows. However, no assurances can be given in this regard.

~~Roper or its subsidiaries~~Roper’s subsidiary, Vertafore, Inc., had been named in three putative class actions, all of which are now dismissed: two 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 one 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, with the dismissal affirmed by the U.S. Fifth Circuit Court of Appeals, effectively concluding the litigation. In July 2021, the plaintiff in the Masciotra case voluntarily dismissed his action without prejudice. In February 2023, the court granted Vertafore’s motion to dismiss the Mulvey case, and the plaintiff failed to appeal the dismissal effectively concluding the matter. Both the Allen and Mulvey cases purported 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 ~~named defendants along with numerous industrial companies in asbestos-related litigation claims in certain U.S. states. No significant resources have been required by Roper to respond to these~~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 ~~and Roper believes it has valid defenses to such claims and, if required, intends to defend them vigorously. Given~~sought recovery under the ~~state~~Driver’s Privacy Protection Act, 18 U.S.C. § 2721. As set forth above, all of these ~~claims, it is not possible to determine~~matters have now been dismissed.

Roper’s subsidiary, Verathon, Inc. (“Verathon”), was a defendant in a patent infringement action pending in the ~~potential liability, if any.~~

Roper's consolidated financial statements include accruals for potential product liability and warranty claims based on its claims experience. Such costs are accrued at the time revenue is recognized. A summary of the warranty accrual activityUnited States District Court for the ~~nine months ended September 30, 2017 is presented below (in thousands):~~Western District of Washington (Berall v. Verathon, Inc., Case No. 2:2021mc00043). The plaintiff claimed that video laryngoscopes and certain accessories sold by Verathon and other manufacturers from approximately 2004 through 2016 infringed U.S. Patent 5,827,178. Verathon and the plaintiff agreed to settle the matter for $45.0 which was fully concluded and cash settled in the first quarter of 2023.

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

~~10.~~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 June 30,						Six months ended June 30,
	2023		2022		Change %		2023		2022		Change %
Net revenues:
Application Software	$	770.3	$	627.5	22.8	%	$	1,531.7	$	1,255.7	22.0	%
Network Software	358.1		342.9		4.4	%	712.6		681.4		4.6	%
Technology Enabled Products	402.8		340.4		18.3	%	756.6		653.5		15.8	%

Total	$	1,531.2	$	1,310.8	16.8	%	$	3,000.9	$	2,590.6	15.8	%
Gross profit:
Application Software	$	531.0	$	430.9	23.2	%	$	1,051.5	$	866.3	21.4	%
Network Software	303.9		289.1		5.1	%	603.3		574.0		5.1	%
Technology Enabled Products	232.2		191.5		21.3	%	430.9		368.4		17.0	%

Total	$	1,067.1	$	911.5	17.1	%	$	2,085.7	$	1,808.7	15.3	%
Operating profit*:
Application Software	$	201.2	$	165.3	21.7	%	$	394.4	$	337.6	16.8	%
Network Software	153.1		137.1		11.7	%	300.6		273.9		9.7	%
Technology Enabled Products	139.1		111.4		24.9	%	254.6		211.1		20.6	%

Total	$	493.4	$	413.8	19.2	%	$	949.6	$	822.6	15.4	%
Long-lived assets:
Application Software	$	161.9	$	136.6	18.5	%
Network Software	28.7		27.1		5.9	%
Technology Enabled Products	29.8		27.1		10.0	%

Total	$	220.4	$	190.8	15.5	%

*Segment operating profit is before unallocated corporate general and administrative and enterprise-wide stock-based compensation expenses. These expenses were ~~$37,513~~$58.1 and ~~$30,951~~$50.9 for the three months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively, and ~~$109,614~~$113.3 and ~~$89,730~~$103.8 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016,~~2022, respectively.

12. Revenues from Contracts

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


	Three months ended June 30, 2023								Three months ended June 30, 2022
	Application Software		Network Software		Technology Enabled Products		Total		Application Software		Network Software		Technology Enabled Products		Total
Revenue stream
Software related
Recurring	$	587.2	$	258.3	$	4.2	$	849.7	$	457.9	$	244.5	$	2.8	$	705.2
Reoccurring	34.3		65.7		—		100.0		28.6		62.0		—		90.6
Non-recurring	148.8		34.1		0.4		183.3		141.0		36.4		0.3		177.7
Total Software Revenues	770.3		358.1		4.6		1,133.0		627.5		342.9		3.1		973.5

Product Revenue	—		—		398.2		398.2		—		—		337.3		337.3
Total Revenue	$	770.3	$	358.1	$	402.8	$	1,531.2	$	627.5	$	342.9	$	340.4	$	1,310.8


	Six months ended June 30, 2023								Six months ended June 30, 2022
	Application Software		Network Software		Technology Enabled Products		Total		Application Software		Network Software		Technology Enabled Products		Total
Revenue stream
Software related
Recurring	$	1,167.8	$	514.2	$	8.0	$	1,690.0	$	919.4	$	481.7	$	5.4	$	1,406.5
Reoccurring	69.7		129.9		—		199.6		60.3		122.5		—		182.8
Non-recurring	294.2		68.5		0.8		363.5		276.0		77.2		0.6		353.8
Total Software Revenues	1,531.7		712.6		8.8		2,253.1		1,255.7		681.4		6.0		1,943.1

Product Revenue	—		—		747.8		747.8		—		—		647.5		647.5
Total Revenue	$	1,531.7	$	712.6	$	756.6	$	3,000.9	$	1,255.7	$	681.4	$	653.5	$	2,590.6

Remaining performance obligations –Remaining performance obligations represent the transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of June 30, 2023, the aggregate amount of the transaction price allocated to remaining performance obligations was $4,201.3. We expect to recognize revenue of $2,746.8, or approximately 65% of our remaining performance obligations over the next 12 months (“Backlog”), with the remainder to be recognized thereafter.

Contract balances


Balance sheet account	June 30, 2023		December 31, 2022		Change
Unbilled receivables	$	108.1	$	91.5	$	16.6
Deferred revenue – current	(1,279.8)		(1,370.7)		90.9
Deferred revenue – non-current (1)	(116.9)		(111.5)		(5.4)
Net contract assets/(liabilities)	$	(1,288.6)	$	(1,390.7)	$	102.1

(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, 2022 to June 30, 2023 was due primarily to the timing of payments and invoicing relating to SaaS and post contract support (“PCS”) contracts, driven predominantly by the renewal cycle of our Frontline business which primarily occurs in the third quarter.

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, 2022 and 2021 was $396.7 and $287.4 for the three months ended June 30, 2023 and 2022, respectively, and $986.6 and $776.7 for the six months ended June 30, 2023 and 2022, respectively. In order to determine revenues recognized in the period, we allocate revenue to the individual deferred revenue balance outstanding at the beginning of the year until the revenue exceeds that balance.

The current and non-current portions of deferred commissions are included in “Other current assets” and “Other assets,” respectively, in our Condensed Consolidated Balance Sheets. At June 30, 2023 and December 31, 2022, we had $65.2 and $64.8 of total deferred commissions, respectively.


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

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

You should read the following discussion in conjunction with ~~Management's~~Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on ~~Form~~form 10-K for the year ended December 31, ~~2016 ("~~2022 (“Annual ~~Report"~~Report”) as filed on February 27, ~~2017~~2023 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: any negative impact on global and regional markets, economies and economic activity, our customers, suppliers, and business partners, and how quickly and whether economies and demand for our products and services recover.

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

~~unfavorable changes in foreign exchange rates;~~•failure to comply with new data privacy laws and regulations, including any litigation arising therefrom;

~~difficulties associated with exports;~~

•risks and costs associated with our international sales and operations;

•rising interest rates;

•limitations on our business imposed by our indebtedness;

•product liability, litigation, 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, supply chain constraints or additional or ongoing impacts of the COVID-19 pandemic;

~~environmental compliance costs and liabilities;~~

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

•potential write-offs of our ~~substantial~~ goodwill and other intangible assets;

•our ability to successfully develop new products;

•failure to protect our intellectual property;

•unfavorable changes in foreign exchange rates;

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

•increased warranty exposure;

•environmental compliance costs and liabilities;

•the effect of, or change in, government regulations (including tax);

•risks associated with the use of artificial intelligence;

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

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

~~We believe these forward-looking statements are reasonable; however, you~~You should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of these statements in light of new information or future events.

Overview

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

We pursue consistent and sustainable growth in revenue, earnings and cash flow by ~~emphasizing~~enabling continuous improvement in the operating performance of our ~~existing~~ businesses and by acquiring other businesses that offer high value-added software, services, ~~engineered~~technology-enabled products and solutions ~~and~~that we believe are capable of achieving growth and maintaining high margins. ~~We compete~~

Discontinued Operations

Roper has completed the divestitures of TransCore, Zetec, CIVCO Radiotherapy (“2021 Divestitures”), and the majority stake in ~~many niche markets and believe we~~its industrial businesses (“Indicor” or “Indicor Transaction”). The financial results for these businesses are ~~the market leader or a competitive alternative~~reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within these notes to the ~~market leader in most of these markets.~~Condensed Consolidated Financial Statements relates to continuing operations. Refer to Note 5 for additional information on discontinued operations.

Critical Accounting Policies

~~There~~Other than the changes described in Note 9 with respect to our equity investment in Indicor, there were no material changes during the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 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.

Results of Continuing Operations

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

~~General~~

Percentages may not sum due to rounding.

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


	Three months ended June 30,						Six months ended June 30,
	2023			2022			2023			2022
Net revenues:
Application Software	$	770.3		$	627.5		$	1,531.7		$	1,255.7
Network Software	358.1			342.9			712.6			681.4
Technology Enabled Products	402.8			340.4			756.6			653.5

Total	$	1,531.2		$	1,310.8		$	3,000.9		$	2,590.6

Gross margin:
Application Software	68.9		%	68.7		%	68.6		%	69.0		%
Network Software	84.9			84.3			84.7			84.2
Technology Enabled Products	57.6			56.3			57.0			56.4

Total	69.7		%	69.5		%	69.5		%	69.8		%

Selling, general and administrative expenses:
Application Software	42.8		%	42.3		%	42.9		%	42.1		%
Network Software	42.1			44.3			42.5			44.0
Technology Enabled Products	23.1			23.5			23.3			24.1

Total	37.5		%	38.0		%	37.9		%	38.1		%

Segment operating margin:
Application Software	26.1		%	26.3		%	25.7		%	26.9		%
Network Software	42.8			40.0			42.2			40.2
Technology Enabled Products	34.5			32.7			33.7			32.3

Total	32.2		%	31.6		%	31.6		%	31.8		%

Corporate administrative expenses	(3.8)		%	(3.9)		%	(3.8)		%	(4.0)		%
Income from operations	28.4			27.7			27.9			27.7
Interest expense, net	(2.3)			(3.4)			(2.4)			(3.8)
Equity investment activity, net	4.3			—			2.2			—
Other expense, net	(0.2)			(0.1)			(0.2)			(0.1)
Earnings before income taxes	30.3			24.2			27.5			23.9
Income taxes	(6.7)			(7.0)			(5.9)			(6.0)
Net earnings from continuing operations	23.6		%	17.2		%	21.5		%	17.8		%

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

Three months ended ~~September~~June 30, ~~2017~~2023 compared to three months ended ~~September~~June 30, ~~2016~~2022

Net revenues for the three months ended ~~September~~June 30, ~~2017~~2023 increased by ~~23%~~16.8% as compared to the three months ended ~~September~~June 30, ~~2016.~~2022. The ~~increase was~~components of revenue growth for the ~~result of a net effect of 17% from acquisitions and divestitures, organic growth of 5% and foreign exchange benefit of 1%.~~three months ended June 30, 2023 were as follows:


	Application Software		Network Software		Technology Enabled Products		Roper
Total Revenue Growth	22.8	%	4.4	%	18.3	%	16.8	%
Less Impact of:
Acquisitions/Divestitures	16.5		—		—		7.9
Foreign Exchange	(0.1)		(0.4)		(0.3)		(0.2)

Organic Revenue Growth	6.4	%	4.8	%	18.6	%	9.1	%

In our ~~RF Technology~~Application Software segment, revenues were ~~$481 million~~$770.3 in the ~~third~~second quarter of ~~2017~~2023 as compared to ~~$304 million~~$627.5 in the ~~third~~second quarter of ~~2016, an increase~~2022. The growth of ~~58%. Acquisitions accounted for 54% and organic revenue increased by 5%. The increase~~6.4% in organic revenues was ~~due primarily to growth in~~broad-based across the segment led by our ~~software~~ businesses serving the acute healthcare, property and ~~increased revenues from tolling projects.~~casualty insurance, government contracting and legal markets. Gross margin increased to ~~62.2%~~68.9% in the ~~third~~second quarter of ~~2017~~2023 as compared to ~~55.7%~~68.7% in the ~~third~~second quarter of ~~2016~~2022 due primarily to ~~an increased percentage of revenues at our software businesses which have higher gross margins.~~revenue mix. Selling, general and administrative ("(“SG~~&A"~~&A”) expenses

as a percentage of revenues increased to 42.8% in the ~~third~~second quarter of ~~2017 increased to 34.3%~~2023 as compared to ~~24.5%~~42.3% in the ~~third~~second quarter of ~~2016~~2022 due primarily to ~~recently acquired software businesses with a~~ higher ~~SG&A expense structure, which includes~~ amortization of acquired ~~intangibles.~~intangibles from the Frontline acquisition. The resulting operating margin was ~~27.9%~~26.1% in the ~~third~~second quarter of ~~2017~~2023 as compared to ~~31.2%~~26.3% in the ~~third~~second quarter of ~~2016.~~2022.

~~Our Medical & Scientific Imaging~~In our Network Software segment, revenues ~~increased by 2% to $344 million~~were $358.1 in the ~~third~~second quarter of ~~2017~~2023 as compared to ~~$338 million~~$342.9 in the ~~third~~second quarter of ~~2016. Organic~~2022. The growth of 4.8% in organic revenues ~~increased~~was broad-based across the segment led by ~~1% due to growth in~~ our businesses serving the freight match, alternate site healthcare ~~businesses~~ and ~~several~~life insurance markets. Gross margin increased to 84.9% in the second quarter of 2023 as compared to 84.3% in the second quarter of 2022 due primarily to operating leverage on higher organic revenues and cost synergies resulting from an acquisition completed by our business serving the construction market. SG&A expenses as a percentage of revenues decreased to 42.1% in the second quarter of 2023 as compared to 44.3% in the second quarter of 2022 due primarily to operating leverage on higher organic revenues. As a result, operating margin was 42.8% in the second quarter of 2023 as compared to 40.0% in the second quarter of 2022.

In our Technology Enabled Products segment, revenues were $402.8 in the second quarter of 2023 as compared to $340.4 in the second quarter of 2022. The growth of 18.6% in organic revenues was broad-based across the segment led by our medical products ~~businesses,~~and water meter technology businesses. Gross margin increased to 57.6% in the second quarter of 2023 as compared to 56.3% in the second quarter of 2022 due primarily to operating leverage as supply chain issues continue to ease. SG&A expenses as a percentage of revenues decreased to 23.1% in the second quarter of 2023 as compared to 23.5% in the second quarter of 2022 due to improved operating leverage on higher organic revenues, partially offset by ~~declines~~revenue mix. The resulting operating margin was 34.5% in the second quarter of 2023 as compared to 32.7% in the second quarter of 2022.

Corporate expenses increased to $58.1, or 3.8% of revenues, in the second quarter of 2023 as compared to $50.9, or 3.9% of revenues, in the second quarter of 2022. The dollar increase was due primarily to higher compensation and acquisition-related expenses.

Net interest expense decreased to $34.8 for the second quarter of 2023 as compared to $44.7 for the second quarter of 2022 due to higher interest income earned on our ~~scientific imaging businesses.~~cash and cash equivalents and lower weighted average debt balances.

Equity investment activity, net was a gain of $66.0 for the second quarter of 2023 due primarily to $56.3 associated with the change in fair value of our equity investment and $12.1 of dividend distributions received.

Other expense, net, of $2.8 and $1.3 for the second quarter of 2023 and 2022, respectively, were composed primarily of foreign exchange losses at our non-U.S. based subsidiaries in each respective period.

Income taxes as a percentage of pretax earnings decreased to 22.1% for the second quarter of 2023 as compared to 29.0% for the second quarter of 2022. The 2022 rate was unfavorably impacted by the recognition of a net tax expense associated with an internal restructuring related to the sale of a majority stake in Indicor.

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 11% to $2,746.8 at June 30, 2023 as compared to $2,467.7 at June 30, 2022. Organic growth in backlog was 8% and acquisitions contributed 3%.


	Backlog as of
	June 30,
	2023		2022
Application Software	$	1,654.5	$	1,505.1
Network Software	492.2		449.5
Technology Enabled Products	600.1		513.1
Total	$	2,746.8	$	2,467.7

Six months ended June 30, 2023 compared to six months ended June 30, 2022

Net revenues for the six months ended June 30, 2023 increased by 15.8% as compared to the six months ended June 30, 2022. The components of revenue growth for the six months ended June 30, 2023 were as follows:


	Application Software		Network Software		Technology Enabled Products		Roper
Total Revenue Growth	22.0	%	4.6	%	15.8	%	15.8	%
Less Impact of:
Acquisitions/Divestitures	16.4		—		—		7.9
Foreign Exchange	(0.6)		(0.8)		(0.5)		(0.6)
Organic Revenue Growth	6.2	%	5.4	%	16.3	%	8.5	%

In our Application Software segment, revenues were $1,531.7 in the six months ended June 30, 2023 as compared to $1,255.7 in the six months ended June 30, 2022. The growth of 6.2% in organic revenues was broad-based across the segment led by our businesses serving the government contracting, property and casualty insurance and acute healthcare markets. Gross margin decreased to ~~71.9%~~68.6% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~73.2%~~69.0% in the ~~third quarter of 2016,~~six months ended June 30, 2022 due primarily to ~~unfavorable sales~~increased headcount to support growth, and a higher mix ~~at both our software~~of SaaS and ~~medical products~~professional service revenue across a number of businesses. SG&A expenses as a percentage of revenues increased to ~~38.3%~~42.9% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~38.0%~~42.1% in the ~~third quarter of 2016~~six months ended June 30, 2022 due primarily to ~~increased software development and selling expenses at our software businesses. As a result,~~higher amortization of acquired intangibles from the Frontline acquisition. The resulting operating margin was ~~33.6%~~25.7% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~35.2%~~26.9% in the ~~third quarter of 2016.~~six months ended June 30, 2022.

~~Our Industrial Technology~~In our Network Software segment, revenues ~~increased by 12% to $200 million~~were $712.6 in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~$178 million~~$681.4 in the ~~third quarter~~six months ended June 30, 2022. The growth of ~~2016. Organic~~5.4% in organic revenues was led by our network software businesses serving the freight match, life insurance and alternate site healthcare markets. Gross margin increased ~~by 12% and~~to 84.7% in the ~~foreign exchange benefit was 1%. The increase~~six months ended June 30, 2023 as compared to 84.2% in ~~revenues was~~the six months ended June 30, 2022 due primarily to operating leverage on higher organic revenues and cost synergies resulting from an acquisition completed by our ~~fluid handling and water meter technology businesses. Gross margin was effectively consistent at 50.9% in~~business serving the ~~third quarter of 2017 as compared to 51.0% in the third quarter of 2016 due to a consistent sales mix.~~construction market. SG&A expenses as a percentage of revenues decreased to ~~19.9%~~42.5% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~21.4%~~44.0% in the ~~third quarter of 2016~~six months ended June 30, 2022 due to operating leverage on higher organic revenues. ~~The resulting~~As a result, operating margin was ~~31.1%~~42.2% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~29.6%~~40.2% in the ~~third quarter of 2016.~~six months ended June 30, 2022.

~~Our Energy Systems & Controls~~In our Technology Enabled Products segment, revenues ~~increased by 8% to $135 million~~were $756.6 in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~$125 million~~$653.5 in the ~~third quarter~~six months ended June 30, 2022. The growth of ~~2016. Organic revenues increased by 6%, acquisitions contributed 1% and the foreign exchange benefit was 1%. The increase~~16.3% in organic revenues was ~~due primarily to growth in~~broad-based across the segment led by our ~~pressure sensors~~water meter technology and ~~valves businesses serving energy markets as well as businesses serving industrial end markets.~~medical products businesses. Gross margin increased to ~~57.9%~~57.0% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~56.7%~~56.4% in the ~~third quarter of 2016 and~~six months ended June 30, 2022 due to operating leverage on higher organic revenues. SG&A expenses as a percentage of revenues decreased to ~~31.0%~~23.3% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~31.3%~~24.1% in the ~~third quarter of 2016, both of which were~~six months ended June 30, 2022 due to improved operating leverage on higher organic revenues. ~~As a result,~~The resulting operating margin was ~~26.9%~~33.7% in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~25.4%~~32.3% in the ~~third quarter of 2016.~~six months ended June 30, 2022.

Corporate expenses increased to ~~$37.5 million,~~$113.3, or ~~3.2%~~3.8% of revenues, in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~$31.0 million,~~$103.8, or ~~3.3%~~4.0% of revenues, in the ~~third quarter of 2016.~~six months ended June 30, 2022. The dollar increase was due primarily to ~~increased incentive and equity~~higher compensation and ~~increased professional services.~~acquisition-related expenses.

Net interest expense ~~was $45.5 million~~decreased to $72.2 for the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~$26.8 million~~$97.3 for the ~~third quarter of 2016~~six months ended June 30, 2022 due to higher interest income earned on our cash and cash equivalents and lower weighted average debt ~~balances in the current quarter.~~balances.

Other expense, net, of ~~$0.7 million~~$5.1 for the ~~third quarter of 2017~~six months ended June 30, 2023 was composed primarily of foreign exchange losses at our non-U.S. based subsidiaries. Other expense, net, of ~~$0.5 million~~$3.4 for the ~~third quarter~~six months ended June 30, 2022 was composed primarily of ~~2016 was due primarily~~a one-time charge associated with a transaction to transfer the remainder of our exposure related to asbestos claims within the Indicor parameter to a ~~non-cash charge of $0.9 million related to the early termination of our prior credit facility partially offset by~~third party and foreign exchange ~~gains~~losses at our non-U.S. based subsidiaries.

Income taxes as a percent of pretax earnings were 28.1% in the third quarter of 2017 as compared to 30.4% in the third quarter of 2016. The rate was favorably impacted primarily due to a discrete tax benefit from the settlement of tax matters in the current quarter.

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

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

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

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

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

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

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

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

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

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

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

~~Income taxes as a percent~~ of pretax earnings decreased to ~~27.8% in~~21.7% for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 as compared to ~~30.2% in~~25.4% for the ~~nine~~six months ended ~~September~~June 30, ~~2016 due primarily to discrete~~2022. The 2022 rate was unfavorably impacted by the recognition of a net tax ~~benefits from settlements of tax matters and~~expense associated with an ~~increase in excess tax benefits~~internal restructuring related to ~~equity compensation~~the sale of a majority stake in ~~the current year.We expect the effective tax rate for 2017 to be between 28% and 29%.~~Indicor.

Financial Condition, Liquidity and Capital Resources

All currency amounts are in millions

Selected cash flows for the ~~three and nine~~six months ended ~~September~~June 30, ~~2017~~2023 and ~~2016~~2022 were as ~~follows (in millions):~~follows:

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


	Six months ended June 30,
Cash provided by (used in):	2023		2022
Continuing operations:
Cash provided by operating activities	$	785.0	$	331.0
Cash used in investing activities	(52.3)		(287.6)
Cash used in financing activities	(75.8)		(551.5)
Cash provided by discontinued operations	0.3		3,061.3

Operating activities -– Net cash provided by operating activities ~~decreased~~from continuing operations increased by ~~0.3%~~137% to ~~$316 million~~$785.0 in the ~~third quarter of 2017~~six months ended June 30, 2023 as compared to ~~$317 million~~$331.0 in the ~~third quarter of 2016~~six months ended June 30, 2022, due primarily to ~~increases~~(i) cash taxes paid in ~~accounts receivable, unbilled receivables and higher income tax payments, largely offset by~~the prior period in connection with the 2021 Divestitures, (ii) higher net income from continuing operations net of non-cash ~~charges, higher deferred revenue balances~~expenses and (iii) lower cash taxes paid due primarily to tax benefits associated with the Frontline acquisition. These cash inflows were partially offset by less cash provided by working capital, primarily due to 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 receivablesSaaS renewals associated with ~~our project-based businesses, higher prepaid asset balances~~Frontline and ~~increased inventories.~~the cash payment of $45.0 million related to the settlement of the Berall v. Verathon patent litigation matter.

Investing activities -– Cash used in investing activities from continuing operations during the six months ended June 30, 2023 was primarily ~~for business acquisitions and~~due to capital expenditures, capitalized software expenditures and a business acquisition, partially offset by dividend distributions received from Indicor. Cash used in investing activities from continuing operations during the ~~three and nine~~six months ended ~~September~~June 30, ~~2017 and 2016. Cash received from investing activities during the nine months ended September 30, 2017~~2022 was primarily ~~proceeds from the sale of a product line in our Energy Systems & Controls segment.~~due to business acquisitions.

Financing activities -– Cash used in financing activities from continuing operations for the six months ended June 30, 2023 was primarily due to dividend payments, partially offset by net proceeds from stock-based compensation. Cash used in financing activities for ~~debt principal repayments and dividends during~~ the ~~three and nine~~six months ended ~~September~~June 30, ~~2017 and 2016. Net debt~~2022 was primarily due to repayments on ~~the~~our unsecured credit facility ~~were $880 million in~~and dividend payments, partially offset by net proceeds from stock-based compensation.

Discontinued operations – Cash provided by discontinued operations during the ~~nine~~six months ended ~~September~~June 30, ~~2017 as compared~~2022 was primarily due to ~~net debt repayments~~proceeds received from the sale of ~~$180 million in the nine months ended September 30, 2016.~~TransCore and Zetec.

Effect of foreign currency exchange rate changes on cash - Cash and cash equivalents increased 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 due primarily to the strengthening of the Euro against the U.S. dollar, while the decrease for the nine months ended September 30, 2016 was due primarily to the weakening of the British Pound against the U.S. dollar, offset in part by the strengthening of the Euro and Canadian dollar against the U.S. dollar.

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


	As of June 30, 2023
Fixed-rate senior notes	$	6,700.0
Unsecured credit facility	—
Deferred finance costs	(34.2)
Other	0.3
Total debt, net of deferred finance costs	6,666.1
Less: Current portion	699.8
Long-term debt, net of deferred finance costs	$	5,966.3

$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~~the $3,500.0 unsecured credit facility is calculated based upon various recognized indices plus a margin as defined in the credit ~~agreement.~~facility. At ~~September~~June 30, ~~2017, there were $1,050 million~~2023, 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~~$18.4 of outstanding letters of credit.

~~Cash~~In relation to our total cash and ~~short-term investments~~cash equivalents, amounts held at our foreign subsidiaries represented 22.3%, or $326.4 at ~~September~~June 30, ~~2017 totaled $572 million. Repatriation of these funds under current regulatory~~2023 as compared to 29.5% or $234.0 at December 31, 2022. The dollar increase was due primarily to the cash generated at our foreign subsidiaries during the six months ended June 30, 2023. We intend to repatriate substantially all historical and ~~tax law for use in domestic operations could expose us to additional taxes. We generally consider this cash to be permanently reinvested.~~ future earnings.

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

We were in compliance with all debt covenants related to our unsecured credit facility throughout the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2023.

Net working capital (total current assets, excluding cash less total current liabilities, excluding debt) was negative ~~$89 million~~$920.8 at ~~September~~June 30, ~~2017~~2023 as compared to negative ~~$25 million~~$1,053.7 at December 31, ~~2016, reflecting a decrease~~2022 primarily driven by the reduction in ~~working capital~~deferred revenue due ~~primarily~~ to ~~increased deferred revenues~~the timing of SaaS renewals associated with Frontline, payments for accrued compensation, and ~~other accrued liabilities,~~the cash payment related to the settlement of the Berall v. Verathon patent litigation matter which were offset ~~in part primarily~~ by an increase in ~~unbilled receivables~~income taxes payable and ~~inventories.~~collections on accounts receivable. Total debt, net of deferred finance costs was ~~$5.33 billion~~$6,666.1 at ~~September~~June 30, ~~2017~~2023 as compared to ~~$6.21 billion~~$6,661.7 at December 31, ~~2016 due primarily to the use of operating cash flows to pay down outstanding debt under our unsecured credit facility.~~2022. Our leverage on a continuing operations basis is shown in the following ~~table (in thousands):~~table:


								June 30, 2023			December 31, 2022
	September 30, 2017			December 31, 2016
Total debt	$	5,334,255		$	6,209,536
Cash	(605,616		)	(757,200		)
Total debt, net of deferred finance costs							Total debt, net of deferred finance costs	$	6,666.1		$	6,661.7
Cash and cash equivalents							Cash and cash equivalents	(1,462.8)			(792.8)
Net debt	4,728,639			5,452,336			Net debt	5,203.3			5,868.9
Stockholders' equity	6,458,984			5,788,865
Stockholders’ equity							Stockholders’ equity	16,745.9			16,037.8
Total net capital	$	11,187,623		$	11,241,201		Total net capital	$	21,949.2		$	21,906.7

Net debt / total net capital	42.3		%	48.5		%	Net debt / total net capital	23.7		%	26.8		%

Capital expenditures were ~~$36 million~~$24.9 for the ~~nine~~six months ended ~~September~~June 30, ~~2017~~2023 as compared to ~~$27 million~~$13.7 for the ~~nine~~six months ended ~~September~~June 30, ~~2016.~~2022. Capitalized software expenditures were $19.3 for the six months ended June 30, 2023 as compared to $15.0 for the six months ended June 30, 2022. We expect the aggregate of capital expenditures and capitalized software expenditures for the balance of the year to be comparable to prior years as a percentage of revenues.

~~There have been no significant changes to our contractual obligations from those disclosed in our Annual Report.~~

Off-Balance Sheet Arrangements

At ~~September~~June 30, ~~2017,~~2023, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Outlook

Current geopolitical and economic uncertainties, including the current inflationary environment, supply chain disruptions and labor shortages, could adversely affect our business prospects. AAn armed conflict (such as the ongoing war in Ukraine), significant terrorist attack, or other global conflict, or new or ongoing public health crisis (similar to the COVID-19 pandemic) 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,~~agreements, future cash flows from operations, 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 aforementioned geopolitical and economic uncertainties and the financial markets generally. None of these factors can be predicted with certainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See ~~"Item 7A -~~“Item 7A. Quantitative and Qualitative Disclosures about Market ~~Risk"~~Risk” in our Annual Report. There were no material changes during the ~~nine~~six months ended ~~September~~June 30, ~~2017.~~2023.

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 I - Item 2 of this Form 10-Q and in Part I - Item 1A of our 2022 Annual Report on Form 10-K. We are providing the following information regarding changes that have occurred to the previously disclosed risk factors in our 2022 Annual Report on Form 10-K. Except for such additional information, there were no material changes during the six months ended June 30, 2023 to the risk factors reported in our 2022 Annual Report on Form 10-K.

We may use artificial intelligence in our business, and challenges with properly managing its use could result in reputational harm, competitive harm, and legal liability, and adversely affect our results of operations.

We may incorporate artificial intelligence (“AI”) solutions into our platforms, offerings, services and features, and these applications may become important in our operations over time. Our competitors or other third parties may incorporate AI into their products more quickly or more successfully than us, which could impair our ability to compete effectively and adversely affect our results of operations. Additionally, if the content, analyses, or recommendations that ~~could affect~~AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our business, financial condition, and results of operations ~~see~~may be adversely affected. The use of AI applications has resulted in, and may in the ~~risk factors discussion~~future result in, cybersecurity incidents that implicate the personal data of end users of such applications. Any such cybersecurity incidents related to our use of AI applications could adversely affect our reputation and results of operations. AI also presents emerging ethical issues, and if our use of AI becomes controversial we may experience brand or reputational harm, competitive harm, or legal liability. The rapid evolution of AI, including the potential regulation of AI by government or other regulatory agencies, will require significant resources to develop, test and maintain our platforms, offerings, services, and features to implement AI ethically and minimize any unintended, harmful impacts.

ITEM 5. OTHER INFORMATION

During the three months ended June 30, 2023, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 1A408(a) of ~~our Annual Report. See also "Information About Forward-Looking Statements" included in Part I, Item 2 of this Quarterly Report on Form 10-Q.~~Regulation S-K.

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

EXHIBITS



~~31.1~~3.1		~~Rule 13a-14(a)/15d-14(a), Certification~~ Amended and Restated Certificate of Incorporation effective as of June 13, 2023 (incorporated herein by reference to Exhibit 3.1 to the ~~Chief Executive Officer,~~Roper Technologies, Inc. Current Report on Form 8-K filed ~~herewith.~~June 14, 2023).

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

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

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

~~101.SCH~~	~~XBRL Taxonomy Extension Schema Document, filed herewith.~~

~~101.CAL~~	~~XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith.~~

~~101.DEF~~	~~XBRL Taxonomy Extension Definition Linkbase Document, filed herewith.~~

~~101.LAB~~	~~XBRL Taxonomy Extension Label Linkbase Document, filed herewith.~~

~~101.PRE~~	~~XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.~~

~~EXHIBIT INDEX~~

~~TO REPORT ON FORM 10-Q~~

~~Number~~31.1

~~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~~f urnished 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).

~~Signatures~~

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~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~~L. Neil Hunn			~~Chairman of the Board,~~ President	~~November 6, 2017~~
~~Brian D. Jellison~~	and Chief Executive Officer	August 3, 2023
L. Neil Hunn			(Principal Executive Officer)




/s/ ~~Robert Crisci~~Jason P. Conley	Executive Vice President and Chief Financial Officer		~~November 6, 2017~~August 3, 2023
~~Robert Crisci~~Jason P. Conley		(Principal Financial Officer)



/s/ ~~Jason Conley~~Brandon Cross	Vice President and Corporate Controller	~~November 6, 2017~~August 3, 2023
~~Jason Conley~~Brandon Cross	(Principal Accounting Officer)


				Page
PART I.		FINANCIAL INFORMATION

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

Item 1.	Financial Statements (unaudited):

		Condensed Consolidated Statements of Earnings		3

		Condensed Consolidated Statements of Comprehensive Income		4

		Condensed Consolidated Balance Sheets		5

		Condensed Consolidated Statements of Cash Flows		6

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

		Notes to Condensed Consolidated Financial Statements		89

Item 2.		~~Management's~~Management ’s Discussion and Analysis of Financial Condition and Results of Operations		1520

Item 3.		Quantitative and Qualitative Disclosures About Market Risk		2328

Item 4.		Controls and Procedures		2328

PART II.		OTHER INFORMATION

Item 1.		Legal Proceedings		2429

Item 1A.		Risk Factors		2429

Item 5.		Other Information		29

Item 6.		Exhibits		2430

		Signatures		2631



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



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



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



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



	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		)



$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