Roper Technologies (ROP) 10-K risk factor changes: FY2015 vs FY2014

As of December 31, [removed: 2014,] [added: 2015,] we had [removed: $2.21] [added: $3.29] billion in total consolidated indebtedness.

Sales by our operating companies whose functional currency is not the U.S. dollar represented [removed: 23%] [added: 20%] of our total net sales for the year ended December 31, [removed: 2014] [added: 2015] compared to [removed: 24%] [added: 23%] for the year ended December 31, [removed: 2013.][added: 2014.]

These sales accounted for 13% [removed: and 15%] of our net sales for [added: each of] the years ended December 31, [removed: 2014] [added: 2015] and [removed: December 31, 2013, respectively.][added: 2014.]

As of and for the year ended December 31, [removed: 2014, 25%] [added: 2015, 21%] of our net sales and [removed: 19%] [added: 14%] of our long-lived assets, excluding goodwill and intangibles, were attributable to operations outside the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.

Our products compete primarily on the basis of product quality, performance, innovation, technology, price, applications expertise, system and service [removed: flexibility] [added: flexibility, distribution channel access] and established customer service capabilities.

At December 31, [removed: 2014,] [added: 2015,] goodwill totaled [removed: $4.71] [added: $5.8] billion compared to [removed: $4.76] [added: $5.3] billion of stockholders' equity, and represented [removed: 56%] [added: 57%] of our total assets of [removed: $8.41] [added: $10.2] billion.

In addition, we had $1.7 billion undrawn availability under our senior unsecured credit facility.

In addition, we had $1.5 billion undrawn availability under our senior unsecured credit facility, as well as the ability to request additional term loans or revolving credit commitments under our credit facility not to exceed $350 million in aggregate.

Our total consolidated debt could increase using this additional borrowing capacity.

In July 2014, Puerto Rico passed the Public Corporation Debt Enforcement and Recovery Act which may impact the future prospects of our customer, the Puerto Rico Highways & Transportation Authority.

At the present time, we believe that existing contracts and payable obligations will be honored.

A discussion of our significant accounting policies can also be found in the notes to our Consolidated Financial Statements for the year ended December 31, [removed: 2014] [added: 2015] included in this Annual Report.

At December 31, [removed: 2014,] [added: 2015,] our allowance for doubtful accounts receivable was [removed: $10.8] [added: $10.0] million and our allowance for sales returns and sales credits was [removed: $2.9] [added: $2.4] million, for a total of [removed: $13.7] [added: $12.4] million, or [removed: 2.6%] [added: 2.5%] of total gross accounts receivable.

The total allowance at December 31, [removed: 2014] [added: 2015] was $1.3 million lower than at December 31, [removed: 2013.][added: 2014.]

At December 31, [removed: 2014,] [added: 2015,] inventory reserves for excess and obsolete inventory were [removed: $38.9] [added: $34.0] million, or [removed: 16.7%] [added: 15.2%] of gross inventory cost, as compared to [removed: $43.5] [added: $38.9] million, or [removed: 17.5%] [added: 16.7%] of gross inventory cost, at December 31, [removed: 2013.][added: 2014.]

Our expense for warranty obligations was less than 1% of net sales for each of the years ended December 31, [removed: 2014, 2013,] [added: 2015, 2014] and [removed: 2012.][added: 2013.]

During the years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] we recognized revenue of [removed: $266] [added: $253] million, [removed: $205] [added: $266] million and [removed: $146] [added: $205] million, respectively, using this method.

At December 31, [removed: 2014, $225] [added: 2015, $276] million of revenue related to unfinished percentage-of-completion contracts had yet to be recognized.

We expect the effective tax rate to increase in [removed: 2015] [added: 2016] due to a continued increase in revenues and resulting pretax income in higher tax jurisdictions, primarily the U.S.

Goodwill, which is not amortized, is tested for impairment on an annual basis in conjunction with our annual forecast process during the fourth quarter, (or an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying [removed: value) using a two-step process.][added: value).]

We have [removed: 29] [added: 32] reporting units with individual goodwill amounts ranging from zero to [removed: $994 million.][added: $1.2 billion.]

[removed: We] [added: For the remaining three reporting units we performed our quantitative analysis and] concluded that the fair value of each of [removed: our] [added: these three] reporting units was in excess of its carrying value, with no impairment indicated as of December 31, [removed: 2014.][added: 2015.]

[removed: We] [added: If necessary, we] conduct [removed: these reviews for all of our reporting units] [added: a quantitative review] using the relief-from-royalty method, which we believe to be an acceptable methodology due to its common use by valuations specialists in determining the fair value of intangible assets.

The fair value of each trade name is determined by applying a royalty rate to a projection of net sales discounted using a [removed: risk adjusted] [added: risk-adjusted] rate of capital.

Although our forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management [removed: is using] [added: uses] to operate the underlying businesses, there is significant judgment in determining the expected results attributable to the reporting units.

No impairment resulted from the annual reviews performed in [removed: 2014.][added: 2015.]

[removed: Amounts] [added: Percentages] may not foot due to rounding.

| | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | | | [removed: 2012] [added: 2013] | | |

| Industrial [removed: Technology] [added: Technology(3)] | | [removed: $] | [removed: 827,145] [added: 745,381] | | | [removed: $] | [removed: 779,564] [added: 827,145] | | | [removed: $] | [removed: 795,240] [added: 779,564] | |

| Energy Systems [removed: and Controls(1)] [added: & Controls(4)] | | | [removed: 691,813] [added: 587,745] | | | | [removed: 651,920] [added: 691,813] | | | | [removed: 646,116] [added: 651,920] | |

| Medical [removed: and] [added: &] Scientific [removed: Imaging(2)] [added: Imaging(1)] | | [added: $] | [removed: 1,080,309] [added: 1,215,318] | | | [added: $] | [removed: 902,281] [added: 1,080,309] | | | [added: $] | [removed: 703,835] [added: 902,281] | |

| RF [removed: Technology(3)] [added: Technology(2)] | | | [removed: 950,227] [added: 1,033,951] | | | | [removed: 904,363] [added: 950,227] | | | | [removed: 848,298] [added: 904,363] | |

| Total | | $ | [removed: 3,549,494] [added: 3,582,395] | | | $ | [removed: 3,238,128] [added: 3,549,494] | | | $ | [removed: 2,993,489] [added: 3,238,128] | |

| Industrial Technology | | | [removed: 50.5] [added: 49.8] | [removed: %] | | | [removed: 51.1] [added: 50.5] | [removed: %] | | | [removed: 51.6] [added: 51.1] | [removed: %] |

| Energy Systems [removed: and] [added: &] Controls | | | [removed: 58.3] [added: 58.1] | | | | [removed: 57.4] [added: 58.3] | | | | [removed: 56.3] [added: 57.4] | |

| Medical [removed: and] [added: &] Scientific Imaging | | | [removed: 72.1] [added: 74.0] | [added: %] | | | [removed: 69.3] [added: 72.1] | [added: %] | | | [removed: 64.4] [added: 69.3] | [added: %] |

| RF Technology | | | [removed: 52.8] [added: 53.4] | | | | [removed: 53.7] [added: 52.8] | | | | [removed: 52.4] [added: 53.7] | |

| Total | | | [removed: 59.2] [added: 60.4] | [added: %] | | | [removed: 58.1] [added: 59.2] | [added: %] | | | [removed: 55.8] [added: 58.1] | [added: %] |

| Industrial Technology | | | [removed: 29.9] [added: 28.8] | [removed: %] | | | [removed: 28.6] [added: 29.9] | [removed: %] | | | [removed: 30.8] [added: 28.6] | [removed: %] |

| Energy Systems [removed: and] [added: &] Controls | | | [removed: 29.3] [added: 27.6] | | | | [removed: 28.2] [added: 29.3] | | | | [removed: 27.8] [added: 28.2] | |

| Medical [removed: and] [added: &] Scientific Imaging | | | [removed: 34.8] [added: 36.4] | [added: %] | | | [removed: 29.7] [added: 34.8] | [added: %] | | | [removed: 26.6] [added: 29.7] | [added: %] |

| RF Technology | | | [removed: 28.5] [added: 30.2] | | | | [removed: 28.0] [added: 28.5] | | | | [removed: 26.3] [added: 28.0] | |

| Total | | | [removed: 30.9] [added: 31.6] | [added: %] | | | [removed: 28.7] [added: 30.9] | [added: %] | | | [removed: 27.9] [added: 28.7] | [added: %] |

| Corporate administrative expenses | | | [removed: (2.8] [added: (2.9] | )% | | | [removed: (2.7] [added: (2.8] | )% | | | [removed: (2.6] [added: (2.7] | )% |

| Income from continuing operations | | | [removed: 28.2] [added: 28.7] | | | | [removed: 26.0] [added: 28.2] | | | | [removed: 25.3] [added: 26.0] | |

| Interest expense, net | | | [removed: (2.2] [added: (2.4] | ) | | | [removed: (2.7] [added: (2.2] | ) | | | [removed: (2.3] [added: (2.7] | ) |

| Other income/(expense) | | | [removed: \-] [added: 1.6] | | | | \- | | | | [removed: (0.1] [added: \-] | [removed: )] |

| Income from continuing operations before taxes | | | [removed: 26.0] [added: 28.0] | | | | [removed: 23.3] [added: 26.0] | | | | [removed: 22.9] [added: 23.3] | |

| Income taxes | | | [removed: (7.8] [added: (8.5] | ) | | | [removed: (6.7] [added: (7.8] | ) | | | [removed: (6.8] [added: (6.7] | ) |

| Net earnings | | | [removed: 18.2] [added: 19.4] | % | | | [removed: 16.6] [added: 18.2] | % | | | [removed: 16.1] [added: 16.6] | % |

| [removed: (1)] [added: (4)] | Includes results from the acquisition of Advanced Sensors, Ltd. from October 4, 2013. |

In 2015, we acquired Strata Decision Technologies LLC ("Strata"), Softwriters Inc., Data Innovations LLC, On Center Software LLC ("On Center"), RF IDeas, Inc., Atlantic Health Partners LLC ("AHP"), Aderant Holdings, Inc. ("Aderant"), and Atlas Database Software Corp. ("Atlas").

The acquisitions both expanded and complemented our existing technologies.

We also divested Abel Pumps and Black Diamond Advanced Technologies in the current year.

During 2015, our effective income tax rate was 30.6%, which was 70 basis points higher than the 2014 rate of 29.9%.

The taxable gain on the divestiture of Abel Pumps led to an increase of 130 basis points, and was offset in part by discrete tax benefits from settlements of tax matters.

When testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.

If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform the two-step quantitative impairment test; otherwise, no further analysis is required.

Under the qualitative assessment, we consider various qualitative factors, including macroeconomic conditions, relevant industry and market trends, cost factors, overall financial performance, other entity-specific events and events affecting the reporting unit that could indicate a potential change in the fair value of our reporting unit or the composition of its carrying values.

We also consider the specific future outlook for the reporting unit.

We also may elect not to perform the qualitative assessment and, instead, proceed directly to the two-step quantitative impairment test.

In 2015, we performed our annual impairment test in the fourth quarter for all reporting units.

We conducted our analysis qualitatively and assessed whether it was more likely than not that the respective fair value of these reporting units was less than the carrying amount.

We determined that impairment of goodwill was not likely in 29 of our reporting units and thus we were not required to perform a quantitative analysis for these reporting units.

We first qualitatively assess whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.

| (1) | Includes results from the acquisitions of Managed Health Care Associates, Inc. from May 1, 2013, Innovative Product Achievements LLC from August 5, 2014, Strategic Healthcare Programs Holdings LLC from August 14, 2014, Strata from January 21, 2015, SoftWriters from February 9, 2015, Data Innovations from March 4, 2015, AHP from September 4, 2015 and Atlas from October 26, 2015. |

| (2) | Includes results from the acquisitions of Foodlink Holdings, Inc. from July 2, 2014, On Center from July 20, 2015, RF Ideas from September 1, 2015, Aderant from October 21, 2015 and Black Diamond Advanced Technologies through March 20, 2015. |

| (3) | Includes results from Abel Pumps through October 2, 2015. |

| --- | --- |

Acquisitions contributed 11.5%, organic sales increased 3.8% and the negative foreign exchange impact was 2.8%.

The increase in organic sales was due to increased sales in our medical businesses, led by Verathon and Managed Health Care Associates ("MHA").

Selling, general and administrative ("SG&A") expenses as a percentage of net sales were relatively unchanged at 37.7% in the year ended December 31, 2015 as compared to 37.4% in the year ended December 31, 2014.

Organic sales increased by 6%, acquisitions along with the divestiture of the Black Diamond Advanced Technology business added 4% and the negative foreign exchange impact was 1%.

Operating margin was 30.2% in 2015 as compared to 28.5% in 2014.

Organic sales decreased by 4%, the negative foreign exhange impact was 4% and the divestiture of the Abel Pumps business accounted for a negative 2%.

The decrease in organic sales was due primarily to decreased sales in those fluid handling businesses that serve oil and gas markets.

Gross margin decreased to 49.8% for the year ended December 31, 2015 as compared to 50.5% in the year ended December 31, 2014 due to negative leverage on lower sales volume.

SG&A expenses as a percentage of net sales were 21.0%, as compared to 20.5% in the prior year, due primarily to negative leverage on lower sales volume.

Organic sales decreased by 10% due to decreased sales in oil and gas products, including safety systems and valves, and the negative foreign exchange impact was 5%.

Gross margin was relatively unchanged at 58.1% in the year ended December 31, 2015, compared to 58.3% in the year ended December 31, 2014.

Corporate expenses increased by $4.6 million to $102.8 million, or 2.9% of sales, in 2015 as compared to $98.2 million, or 2.8% of sales, in 2014.

The increase was due primarily to increased costs related to acquisitions.

Other income of $58.7 million for the year ended December 31, 2015 was composed primarily of the $70.9 million gain from the divestiture of Abel Pumps (see Note 2 of the Notes to Consolidated Financial Statements included in this Annual Report), offset in part by a $9.5 million impairment charge on a minority investment.

During 2015, our effective income tax rate was 30.6%, which was 70 basis points higher than the 2014 rate of 29.9%.

The taxable gain on the divestiture of Abel Pumps led to an increase of 130 basis points, and was offset in part by discrete tax benefits from settlements of tax matters.

| | | 2015 | | | | 2014 | | | | change | | |

| Medical & Scientific Imaging | | $ | 1,235,143 | | | $ | 1,081,190 | | | | 14.2 | % |

| RF Technology | | | 1,024,999 | | | | 955,831 | | | | 7.2 | |

| Industrial Technology | | | 731,810 | | | | 808,921 | | | | (9.5 | ) |

| Energy Systems & Controls | | | 555,672 | | | | 692,136 | | | | (19.7 | ) |

| Total | | $ | 3,547,624 | | | $ | 3,538,078 | | | | 0.3 | % |

In the third quarter of 2014, we acquired the shares of Foodlink Holdings, Inc. ("Foodlink"), Innovative Product Achievements, LLC ("IPA") and Strategic Healthcare Programs Holdings, LLC ("SHP") which expand upon our existing supply chain and medical platforms.

During 2014, our effective income tax rate was 29.9%, which was higher than the 2013 rate of 28.6% due to an increase in revenues and resulting pretax income in higher tax jurisdictions as well as the non-recurrence of $6 million in tax benefits recognized in 2013 related in part to the enactment of the American Taxpayer Relief Act of 2012 ("ATRA") on January 2, 2013.

In 2013, we reported that the fair value of one of our reporting units in the RF Technology segment was less than 5% above its carrying value at December 31, 2013 using the discounted cash flow methodology, but that we believed that the market value of the unit to be significantly in excess of its carrying value based upon observed market data.

The test performed in December, 2014 indicated that the fair value of this unit at December 31, 2014 exceeded the carrying value by more than 20%.

| (2) | Includes results from the acquisitions of Sunquest Information Systems, Inc. from August 22, 2012, Managed Health Care Associates, Inc. from May 1, 2013, IPA from August 5, 2014 and SHP from August 14, 2014. |

| (3) | Includes results from the acquisition of Foodlink from July 2, 2014. |

Acquisitions added $208 million in sales, while organic sales decreased 1% due to a $20 million decrease in camera sales which was offset in part by increased sales in our medical businesses of $15 million.

SG&A expenses as a percentage of net sales increased to 39.5% in the year ended December 31, 2013 as compared to 37.8% in the year ended December 31, 2012 due to higher SG&A expense structures at our medical businesses as well as SG&A expenses at MHA in which the corresponding revenues were not recognizable under GAAP (see Note 2 of the Notes to Consolidated Financial Statements included in this Annual Report).

Operating margin was 28.0% in 2013 as compared to 26.3% in 2012.

The decrease was due primarily to the loss of a customer at our water metering business and lower sales at our materials testing business.

Gross margin was 51.1% for the year ended December 31, 2013 as compared to 51.6% in the year ended December 31, 2012 due to negative operating leverage on lower sales volume as well as the inclusion in 2012 of a one-time $5.5 million reduction to cost of goods sold at one of our businesses.

SG&A expenses as a percentage of net sales were 22.5%, as compared to 20.8% in the prior year, due primarily to a $9.1 million pretax charge for warranty expense at one of our subsidiaries, Hansen Technologies, to provide its customers with replacements for refrigeration valves that included a vendor-supplied component that did not meet Roper quality standards.

Organic sales were impacted by lower sales of non-destructive testing systems for nuclear plants and pressure sensors for industrial applications, offset by increased demand for control systems for oil and gas applications.

Gross margin was 57.4% in the year ended December 31, 2013, compared to 56.3% in the year ended December 31, 2012, due to product mix.

Corporate expenses increased by $8.6 million to $86.1 million, or 2.7% of sales, in 2013 as compared to $77.5 million, or 2.6% of sales, in 2012.

The increase was due to higher equity compensation (primarily as a result of higher stock prices), offset in part by a decrease in acquisition-related expenses.

Other expense for the year ended December 31, 2012 was $2.3 million, primarily due to foreign exchange losses at our non-U.S. based companies.

During 2013, our effective income tax rate was 28.6% versus 29.6% in 2012.

The reduction was due to $6 million in discrete tax benefits related to the enactment of the American Taxpayer Relief Act of 2012 ("ATRA"), as well as a $6 million benefit from the correction of an out of period adjustment of tax balances which were immaterial to any covered period, offset in part by increased revenues and resulting pretax income in higher tax jurisdictions, primarily the U.S. We expect the effective tax rate to increase in 2014 due to a continued increase in revenues and resulting pretax income in higher tax jurisdictions as well as the non-recurrence of the $6 million tax benefit recognized in 2013.

| | | 2013 | | | | 2012 | | | | change | | |

| Industrial Technology | | $ | 772,337 | | | $ | 783,362 | | | | (1.4 | )% |

| Energy Systems and Controls | | | 673,569 | | | | 634,051 | | | | 6.2 | |

| Medical and Scientific Imaging | | | 958,830 | | | | 703,034 | | | | 36.4 | |

| RF Technology | | | 943,757 | | | | 871,225 | | | | 8.3 | |

| Total | | $ | 3,348,493 | | | $ | 2,991,672 | | | | 11.9 | % |

Our Energy Systems and Controls and RF Technology segments experienced strong internal growth throughout 2013.

Our Medical and Scientific Imaging segment experienced internal growth of 3%, as well as orders from recent acquisitions.

| Industrial Technology | | $ | 121,943 | | | $ | 131,621 | | | | (7.4 | )% |

| Energy Systems and Controls | | | 131,799 | | | | 109,885 | | | | 19.9 | |

| Medical and Scientific Imaging | | | 290,435 | | | | 234,526 | | | | 23.8 | |

| RF Technology | | | 510,553 | | | | 471,185 | | | | 8.4 | |

| Total | | $ | 1,054,730 | | | $ | 947,217 | | | | 11.4 | % |

Net working capital (current assets, excluding cash, less total current liabilities, excluding debt) was $285 million at December 31, 2014 compared to $282 million at December 31, 2013.

Our decreased debt at December 31, 2014 compared to December 31, 2013 was due to debt payments made using cash from operations.

At December 31, 2014, we had $400 million of senior notes due 2017, $800 million of senior notes due 2018, $500 million of senior notes due 2019, $500 million of senior notes due 2022 and $8 million of senior subordinated convertible notes due 2034.

Description of Certain Indebtedness

Senior Unsecured Credit Facility - On July 27, 2012, we entered into a new unsecured credit facility (the "2012 Facility"), composed of a five-year $1.5 billion revolving credit facility, with JPMorgan Chase Bank, N.A., as administrative agent, and a syndicate of lenders.

We may also, subject to compliance with specified conditions, request term loans or additional revolving credit commitments in an aggregate amount not to exceed $350 million.

The 2012 Facility replaced our previous unsecured credit facility dated as of July 7, 2008 (the "2008 Facility").

Due to the early termination of the 2008 Facility, we recorded a $1.0 million non-cash debt extinguishment charge, reported as other expense, in the third quarter of 2012 reflecting the unamortized fees associated with the 2008 Facility.

At December 31, [removed: 2014,] [added: 2015,] the prevailing market rates for our long-term notes were between [removed: 0.8%] [added: 1.4%] higher and [removed: 2.8%] [added: 2.4%] lower than the fixed rates on our debt instruments.

Our credit facility contains a [removed: $1.5] [added: $1.85] billion variable-rate revolver with [removed: no] [added: $180 million of] outstanding borrowings at December 31, [removed: 2014.][added: 2015.]

Sales by companies whose functional currency was not the U.S. dollar were [removed: 23%] [added: 20%] of our total sales in [removed: 2014] [added: 2015] and 61% of these sales were by companies with a European functional currency.

If these currency exchange rates had been 10% different throughout [removed: 2014] [added: 2015] compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately [removed: 1.7%.][added: 1.6%.]

At December 31, 2015, we had $3.1 billion of fixed rate borrowings with interest rates ranging from 1.85% to 6.25%.

At December 31, 2014, we had $2.2 billion of fixed rate borrowings.

Our $400 million senior notes due 2017, $800 million senior notes due 2018, $500 million senior notes due 2019 and $500 million senior notes due 2022 have fixed interest rates of 1.850%, 2.050%, 3.125% and 6.250%, respectively, and our $8 million senior subordinated convertible notes have a fixed interest rate of 3.75%.

The U.S. dollar was stronger against most of our non-U.S. subsidiary currencies throughout most of 2014 as compared to 2013, which resulted in a decrease in sales of less than 1.0% due to foreign currency exchange.

The changes in these currency exchange rates relative to the U.S. dollar at December 31, 2014 compared to currency exchange rates at December 31, 2013 resulted in a pre-tax decrease in net assets of $118.9 million that was reported as a component of comprehensive earnings, $50.5 million of which was attributed to goodwill.

Goodwill changes from currency exchange rate changes do not directly affect our reported earnings or cash flows.

Roper [removed: Industries,] [added: Technologies,] Inc. [removed: ("Roper" or] [added: ("Roper,"] the [removed: "Company")] [added: "Company," "we," "our" or "us")] is a diversified technology company.

We pursue consistent and sustainable growth in earnings by emphasizing continuous improvement in the operating performance of our existing businesses and by acquiring other businesses that offer high value-added services, engineered products and solutions [removed: and] [added: that we believe] are capable of achieving growth and maintaining high margins.

Diversified End Markets and Geographic Reach \- We have a global presence, with sales [removed: of products] to customers outside the U.S. totaling [removed: $1.3] [added: $1.2] billion in [removed: 2014.][added: 2015.]

Our research and development spending was [removed: $147.9] [added: $164.2] million in [removed: 2014] [added: 2015] as compared to [removed: $145.7] [added: $147.9] million and [removed: $125.9] [added: $145.7] million in [removed: 2013] [added: 2014] and [removed: 2012,] [added: 2013,] respectively.

The segments are: Medical [removed: and] [added: &] Scientific Imaging, RF Technology, Industrial Technology and Energy Systems [removed: and] [added: &] Controls.

Our Medical [removed: and] [added: &] Scientific Imaging segment [removed: principally] offers products and software in medical applications, and high performance digital imaging products.

These products and solutions are provided through [removed: ten] [added: eleven] reporting units.

For [removed: 2014,] [added: 2015,] this segment had net sales of [removed: $1.1] [added: $1.215] billion, representing [removed: 30.4%] [added: 33.9%] of our total net sales.

We [removed: principally] sell these products for use within academic, government research, semiconductor, security and other end-user markets such as biological and material science.

Our Medical [removed: and] [added: &] Scientific Imaging segment companies have lead times of up to several months on some of their product sales, although standard products are often shipped within two weeks of receipt of order.

Our RF Technology segment provides radio frequency identification ("RFID") communication technology and software solutions that are used primarily in toll and traffic [removed: systems and processing,] [added: systems,] security and access control, campus card systems, [added: card readers,] software-as-a-service in the freight matching and food [removed: industries] [added: industries, comprehensive management software for legal] and [added: construction firms and] metering and remote monitoring applications.

This segment had sales of [removed: $950.2 million] [added: $1.034 billion] for the year ended December 31, [removed: 2014,] [added: 2015,] representing [removed: 26.8%] [added: 28.9%] of our total net sales.

These products and solutions are provided through [removed: seven] [added: nine] reporting units.

For [removed: 2014,] [added: 2015,] this segment had net sales of [removed: $827.1] [added: $745.4] million, representing [removed: 23.3%] [added: 20.8%] of our total net sales.

Energy Systems [removed: and] [added: &] Controls

Our Energy Systems [removed: and] [added: &] Controls segment principally produces control systems, fluid properties testing equipment, industrial valves and controls, vibration sensors and controls and non-destructive inspection and measurement products and solutions, which are provided through six reporting units.

For [removed: 2014,] [added: 2015,] this segment had net sales of [removed: $691.8] [added: $587.7] million, representing [removed: 19.5%] [added: 16.4%] of our total net sales.

The Energy Systems [removed: and] [added: &] Controls segment companies' sales reflect a combination of standard products and large engineered projects.

Backlog was [removed: $1.04] [added: $1.07] billion at December 31, [removed: 2014,] [added: 2015,] and [removed: $1.05] [added: $1.04] billion at December 31, [removed: 2013.][added: 2014.]

In addition, our Medical [removed: and] [added: &] Scientific Imaging segment also sells through value added resellers ("VARs") and OEMs.

No customer accounted for 10% or more of net sales for [removed: 2014] [added: 2015] for any of our segments or for our company as a whole.

We compete primarily on product quality, performance, innovation, technology, price, applications expertise, [added: system and service flexibility,] distribution channel access and customer service capabilities.

As of December 31, [removed: 2014,] [added: 2015,] we had [removed: 10,137] [added: 10,806] employees, with [removed: 7,110] [added: 7,724] located in the United States.

We have [removed: 206] [added: 164] employees who are subject to collective bargaining agreements.

All reports we file electronically with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and our annual proxy statements, as well as any amendments to those reports, are accessible at no cost on our website at [removed: www.roperind.com] [added: www.ropertech.com] as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC.

We filed the certification with the NYSE on June [removed: 19, 2014] [added: 29, 2015] and our Chief Executive Officer indicated that he was not aware of any violations of the Listing Standards by us.

Effective April 24, 2015, Roper Industries, Inc. changed its name to Roper Technologies, Inc. in order to reflect our continued evolution to a diversified technology company.

In addition, we provide a cloud-based financial analytics and performance software platform to healthcare providers.

RFID Card Readers - We design, develop and manufacture RFID card readers that support most smart cards worldwide.

The readers are used in numerous applications and OEM solutions including: attendance management, multi-function printers, mobile, physical access, manufacturing, dispensing, kiosks, point-of-sale and computer logon.

Comprehensive Management Software \- We provide comprehensive management software solutions for law and other professional services firms, including business development, calendar/docket matter management, time and billing and case management.

We also provide construction firms with construction project management solutions which encompass the end-to-end construction process.

Our backlog includes only firm unfilled orders expected to be recognized as revenue within twelve months.

Flow Measurement Equipment - We manufacture and distribute turbine and positive displacement flow meters, emissions measurement equipment and flow meter calibration products for aerospace, automotive, power generation and other industrial applications.

Our policy is to include only firm unfilled orders shippable within twelve months in backlog.

For the fiscal year ended December 31, [removed: 2014][added: 2015]

ROPER [removed: INDUSTRIES,] [added: TECHNOLOGIES,] INC.

Based on the closing sale price on the New York Stock Exchange on June 30, [removed: 2014,] [added: 2015,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $14,653,055,923.][added: $16,931,595,935.]

Number of shares of registrant's Common Stock outstanding as of February [removed: 13, 2015: 100,356,523.][added: 19, 2016: 101,064,624.]

Portions of the registrant's Proxy Statement to be furnished to Stockholders in connection with its Annual Meeting of Stockholders to be held on May [removed: 29, 2015,] [added: 27, 2016,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2014][added: 2015]

| [added: PART I] | | Page |

Risk Factors [removed: 7][added: 8]

Unresolved Staff Comments [removed: 10][added: 12]

Properties [removed: 11][added: 13]

Legal Proceedings [removed: 11][added: 13]

10-K 1 cy2015_10-k.htm

ROPER TECHNOLOGIES, INC.

10-K 1 cy2014_10-k.htm

| PART I | | |

| | | |

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [removed: 12][added: 14]

Selected Financial Data [removed: 14][added: 16]

Management's Discussion and Analysis of Financial Condition and Results of Operations [removed: 14][added: 16]

Quantitative and Qualitative Disclosures about Market Risk [removed: 23][added: 26]

Financial Statements and Supplementary Data [removed: 24][added: 27]

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure [removed: 47][added: 55]

Controls and Procedures [removed: 47][added: 55]

Other Information [removed: 48][added: 56]

Directors, Executive Officers and Corporate Governance [removed: 48][added: 56]

Executive Compensation [removed: 48][added: 56]

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters [removed: 48][added: 56]

Certain Relationships and Related Transactions and Director Independence [removed: 48][added: 57]

Principal Accountant Fees and Services [removed: 48][added: 57]

Exhibits and Financial Statement Schedules [removed: 49][added: 57]

| | Signatures | [removed: 51] [added: 60] |

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our [removed: internal] operating plans, our expectations regarding our ability to generate [removed: operating] cash [removed: flows] 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, [removed: assumptions regarding] demand for our products, the cost, timing and success of product upgrades and new product introductions, raw [removed: materials] [added: material] costs, expected pricing levels, expected outcomes of pending litigation, competitive conditions and general economic conditions.

| | ● | economic disruption caused by terrorist attacks, [added: including cybersecurity threats,] health crises or other unforeseen events; and |

| | | |

| | | 48 |

| --- | --- | --- |

| | ● | increased insurance costs; |

We have [removed: established 122] [added: 120] principal locations around the world to support our operations, of which [removed: 52] [added: 50] are manufacturing, assembly and testing facilities, and the remaining 70 locations provide sales, service and administrative support functions.

The following table summarizes the size, location and usage of our principal properties as of December 31, [removed: 2014] [added: 2015] (amounts in thousands of square feet).

| | | [added: | |] Office | [added: | | |] Office & Manufacturing | | [added: | | | | |]

| Segment | [added: |] Region | [added: |] Leased | [added: | | |] Leased | [added: | | |] Owned | [added: | |]

| Industrial Technology | | | | | [added: | | | | | | | | | |]

| | [added: |] U.S. | [removed: 57] | [added: | 46 | | | |] 264 | [added: | | |] 478 | [added: |]

| | [added: |] Canada | [removed: 36] | [added: |] \- | [added: | | | 99 | | | |] \- | [added: |]

| | [added: |] Asia | [removed: 23] | [added: | 25 | | | |] \- | [added: | | |] \- | [added: |]

| | [added: |] Mexico | [added: | |] \- | [removed: 60] | [added: | | 44 | | | |] \- | [added: |]

| Energy Systems & Controls | | | | | [added: | | | | | | | | | |]

| | [added: |] U.S. | [removed: 56] | [added: | 11 | | | |] 355 | [added: | | |] \- | [added: |]

| | [added: |] Canada | [added: | | 11 | | | |] \- | [removed: 56] | [added: | |] \- | [added: |]

| | [added: |] Europe | [removed: 51] | [removed: 20] | [added: 35 | | | | 28 | | | |] 128 | [added: |]

| | [added: |] Asia | [removed: 10] | [removed: 61] | [removed: 33] [added: 12] | [added: | | | \- | | | | \- | |]

| Medical & Scientific Imaging | | | | | [added: | | | | | | | | | |]

| | [added: |] Canada | [added: | | 36 | | | |] \- | [removed: 102] | [added: | |] \- | [added: |]

| | [added: |] Europe | [removed: 30] | [added: | 27 | | | |] 28 | [added: | | |] \- | [added: |]

| | [added: |] Asia | [removed: 47] | [added: | 23 | | | |] \- | [added: | | |] \- | [added: |]

| | [added: |] Mexico | [added: | |] \- | [removed: 44] | [added: | | 60 | | | |] \- | [added: |]

| RF Technology | | | | | [added: | | | | | | | | | |]

| | [added: |] U.S. | [removed: 787] | [added: | 799 | | | |] 116 | [removed: \-] | [added: | | 16 | |]

| | [added: |] Canada | [removed: 11] | [added: |] \- | [added: | | | 56 | | | |] \- | [added: |]

| | [added: |] Europe | [added: | |] 9 | [removed: 7] | [added: | | \- | | | |] 16 | [added: |]

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | U.S. | | | 320 | | | | 269 | | | | 127 | |

| | | Europe | | | 29 | | | | 136 | | | | 43 | |

| | | Asia | | | 14 | | | | 61 | | | | 33 | |

| --- | --- | --- | --- | --- |

| | Europe | 98 | 145 | 167 |

| | U.S. | 218 | 262 | 127 |

The table below sets forth the range of high and low sales prices for our common stock as reported by the NYSE as well as cash dividends declared during each of our [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] quarters.

Based on information available to us and our transfer agent, we believe that as of February [removed: 13, 2015] [added: 19, 2016] there were [removed: 161] [added: 159] record holders of our common stock.

In [removed: December 2014,] [added: November 2015,] our Board of Directors increased the quarterly dividend paid January [removed: 23, 2015] [added: 22, 2016] to [removed: $0.25] [added: $0.30] per share from [removed: $0.20] [added: $0.25] per share, an increase of [removed: 25%.][added: 20%.]

Recent Sales of Unregistered Securities - In [removed: 2014,] [added: 2015,] there were no sales of unregistered securities.

The following graph compares, for the five year period ended December 31, [removed: 2014,] [added: 2015,] the cumulative total stockholder return for our common stock, the Standard and Poor's 500 Stock Index (the "S&P 500") and the Standard and Poor's 500 Industrials Index (the "S&P 500 Industrials").

Measurement points are the last trading day of each of our fiscal years ended December 31, [removed: 2009,] 2010, 2011, 2012, [removed: 2013] [added: 2013, 2014] and [removed: 2014.][added: 2015.]

The graph assumes that $100 was invested on December 31, [removed: 2009] [added: 2010] in our common stock, the S&P 500 and the S&P 500 Industrials and assumes reinvestment of any dividends.

[removed: ][added: ]

| 2015 | 4th Quarter | | $ | 194.83 | | | $ | 157.75 | | | $ | 0.30 | |

| | 3rd Quarter | | | 177.08 | | | | 152.93 | | | | 0.25 | |

| | 2nd Quarter | | | 177.79 | | | | 167.08 | | | | 0.25 | |

| | 1st Quarter | | | 174.02 | | | | 145.75 | | | | 0.25 | |

| | | 12/31/10 | | | | 12/31/11 | | | | 12/31/12 | | | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Roper Technologies, Inc. | | $ | 100.00 | | | $ | 114.29 | | | $ | 147.73 | | | $ | 184.49 | | | $ | 209.19 | | | $ | 255.47 | |

| S&P 500 | | | 100.00 | | | | 102.11 | | | | 118.45 | | | | 156.82 | | | | 178.29 | | | | 180.75 | |

| S&P 500 Industrials | | | 100.00 | | | | 99.41 | | | | 114.67 | | | | 161.31 | | | | 177.16 | | | | 172.67 | |

| 2013 | 4th Quarter | | $ | 138.68 | | | $ | 123.57 | | | $ | 0.200 | |

| | 3rd Quarter | | | 135.01 | | | | 123.15 | | | | 0.165 | |

| | 2nd Quarter | | | 126.33 | | | | 118.12 | | | | 0.165 | |

| | 1st Quarter | | | 127.31 | | | | 114.14 | | | | 0.165 | |

| | 12/31/09 | | 12/31/10 | | 12/31/11 | | 12/31/12 | | 12/31/13 | | 12/31/14 |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Roper Industries, Inc. | 100.00 | | 146.90 | | 167.89 | | 217.01 | | 271.02 | | 307.29 |

| S&P 500 | 100.00 | | 115.06 | | 117.49 | | 136.30 | | 180.44 | | 205.14 |

| S&P 500 Industrials | 100.00 | | 126.73 | | 125.98 | | 145.32 | | 204.43 | | 224.52 |

| | | [removed: 2014(1)] [added: 2015(1)] | | | | [removed: 2013(2)] [added: 2014(2)] | | | | [removed: 2012(3)] [added: 2013(3)] | | | | [removed: 2011(4)] [added: 2012(4)] | | | | [removed: 2010(5)] [added: 2011(5)] | | |

| Net sales | | $ | [removed: 3,549,494] [added: 3,582,395] | | | $ | [removed: 3,238,128] [added: 3,549,494] | | | $ | [removed: 2,993,489] [added: 3,238,128] | | | $ | [removed: 2,797,089] [added: 2,993,489] | | | $ | [removed: 2,386,112] [added: 2,797,089] | |

| Gross profit | | | [removed: 2,101,899] [added: 2,164,646] | | | | [removed: 1,882,928] [added: 2,101,899] | | | | [removed: 1,671,717] [added: 1,882,928] | | | | [removed: 1,515,564] [added: 1,671,717] | | | | [removed: 1,275,126] [added: 1,515,564] | |

| Income from operations | | | [removed: 999,473] [added: 1,027,918] | | | | [removed: 842,361] [added: 999,473] | | | | [removed: 757,587] [added: 842,361] | | | | [removed: 660,539] [added: 757,587] | | | | [removed: 514,294] [added: 660,539] | |

| Net earnings | | | [removed: 646,033] [added: 696,067] | | | | [removed: 538,293] [added: 646,033] | | | | [removed: 483,360] [added: 538,293] | | | | [removed: 427,247] [added: 483,360] | | | | [removed: 322,580] [added: 427,247] | |

| Basic earnings per share | | $ | [removed: 6.47] [added: 6.92] | | | $ | [removed: 5.43] [added: 6.47] | | | $ | [removed: 4.95] [added: 5.43] | | | $ | [removed: 4.45] [added: 4.95] | | | $ | [removed: 3.42] [added: 4.45] | |

| Diluted earnings per share | | | [removed: 6.40] [added: 6.85] | | | | [removed: 5.37] [added: 6.40] | | | | [removed: 4.86] [added: 5.37] | | | | [removed: 4.34] [added: 4.86] | | | | [removed: 3.34] [added: 4.34] | |

| Dividends declared per share | | [added: $] | [removed: 0.8500] [added: 1.0500] | | | [added: $] | [removed: 0.6950] [added: 0.8500] | | | [added: $] | [removed: 0.5775] [added: 0.6950] | | | | [removed: 0.4675] [added: 0.5775] | | | [added: $] | [removed: 0.3950] [added: 0.4675] | |

| Working capital (6) | | $ | [removed: 884,158] [added: 897,919] | | | $ | [removed: 730,246] [added: 884,158] | | | $ | [removed: 159,332] [added: 730,246] | | | $ | [removed: 561,277] [added: 159,887] | | | $ | [removed: 458,446] [added: 561,277] | |

| Stockholders' equity | | | [removed: 4,755,360] [added: 5,298,947] | | | | [removed: 4,213,050] [added: 4,755,360] | | | | [removed: 3,687,726] [added: 4,213,050] | | | | [removed: 3,195,096] [added: 3,687,726] | | | | [removed: 2,750,907] [added: 3,195,096] | |

| | [removed: (1)] [added: (2)] | Includes results from the acquisitions of Foodlink Holdings, Inc. from July 2, 2014, Innovative Product [removed: Achievements,] [added: Achievements] LLC from August 5, [removed: 2014 and] [added: 2014,] Strategic Healthcare Programs [removed: Holdings,] [added: Holdings] LLC from August 14, 2014. |

| | [removed: (2)] [added: (3)] | Includes results from the acquisitions of Managed Health Care Associates, Inc. from May 1, 2013 and Advanced Sensors, Ltd. from October 4, 2013. |

| | [removed: (3)] [added: (4)] | Includes results from the acquisition of Sunquest Information Systems, Inc. from August 22, 2012. |

| | [removed: (4)] [added: (5)] | Includes results from the acquisitions of NDI Holding Corp. from June 3, 2011, United Controls Group, Inc. from September 26, 2011 and Trinity Integrated Systems Ltd. from December 1, 2011. |

| | (6) | At December 31, 2012, there were [removed: $500] [added: $499] million of senior [added: notes, net of debt issuance costs (adjusted due to the retrospective adoption of an accounting standard update which requires that our senior] notes [added: be shown net of debt issuance costs),] outstanding that matured on August 15, 2013, thus requiring a classification as short-term debt, included in working capital. |

| Total assets(7) | | | 10,168,365 | | | | 8,400,185 | | | | 8,169,120 | | | | 7,059,975 | | | | 5,314,673 | |

| Long-term debt, net of current portion(7) | | | 3,264,417 | | | | 2,190,282 | | | | 2,437,975 | | | | 1,492,533 | | | | 1,010,366 | |

| | (1) | Includes results from the acquisitions of Strata Decision Technologies LLC from January 21, 2015, SoftWriters, Inc. from February 9, 2015, Data Innovations LLC from March 4, 2015, On Center Software LLC from July 20, 2015, RF IDeas, Inc. from September 1, 2015, Atlantic Health Partners LLC from September 4, 2015, Aderant Holdings, Inc. from October 21, 2015, Atlas Database Software Corp. from October 26, 2015, Black Diamond Advanced Technologies through March 20, 2015 and Abel Pumps through October 2, 2015. |

| | (7) | Other assets and Long-term debt, net of current portion for 2011 through 2014 have been adjusted due to the retrospective adoption of an accounting standard update which requires that our senior notes be shown net of debt issuance costs. The adjustment amounts were $12,749, $15,861, $10,574 and $4,744 for the years ended December 31, 2014, 2013, 2012 and 2011, respectively. |

| --- | --- | --- |

| Total assets | | | 8,412,934 | | | | 8,184,981 | | | | 7,071,104 | | | | 5,319,417 | | | | 5,069,524 | |

| Long-term debt, less current portion | | | 2,203,031 | | | | 2,453,836 | | | | 1,503,107 | | | | 1,015,110 | | | | 1,247,703 | |

| | (5) | Includes results from the acquisitions of Heartscape, Inc. from February 22, 2010 and iTradeNetwork, Inc. from July 27, 2010. |

| Report of Independent Registered Certified Public Accounting Firm (PricewaterhouseCoopers LLP) | [removed: 25] [added: 28] |

| Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013] [added: 2014] | [removed: 26] [added: 29] |

| Consolidated Statements of Earnings for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | [removed: 27] [added: 30] |

| Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | [removed: 28] [added: 31] |

| Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | [removed: 29] [added: 32] |

| Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | [removed: 30] [added: 33] |

| Notes to Consolidated Financial Statements | [removed: 31] [added: 34] |

| Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] | [removed: 47] [added: 55] |

To the Stockholders of Roper [removed: Industries,] [added: Technologies,] Inc.:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of comprehensive income, of stockholders' equity, and of cash flows, present fairly, in all material respects, the financial position of Roper [removed: Industries,] [added: Technologies,] Inc. and its subsidiaries [added: (the "Company")] at December 31, [removed: 2014] [added: 2015] and December 31, [removed: 2013,] [added: 2014,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2014] [added: 2015] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2014,] [added: 2015,] based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As described in Management's Report on Internal Control over Financial Reporting, management has excluded acquisitions completed during [removed: 2014] [added: 2015] from its assessment of internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] because they were acquired by the Company in purchase business combinations during [removed: 2014.][added: 2015.]

We have also excluded acquisitions completed during [removed: 2014] [added: 2015] from our audit of internal control over financial reporting.

These acquisitions are wholly-owned subsidiaries whose total assets and total revenues represent [removed: 0.27%,] [added: 1.6%] and [removed: 0.67%,] [added: 3.8%] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2014.][added: 2015.]

ROPER [removed: INDUSTRIES,] [added: TECHNOLOGIES,] INC. AND SUBSIDIARIES

December 31, [removed: 2014] [added: 2015] and [removed: 2013][added: 2014]

| | | [added: 2015 | | | |] 2014 | | | | 2013 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 610,430 | | | [removed: $] | 459,720 | | [added: | | 370,590 | |]

| Accounts receivable, net | | | [removed: 511,538] [added: 488,271] | | | | [removed: 519,075] [added: 511,538] | |

| Inventories, net | | | [removed: 193,766] [added: 189,868] | | | | [removed: 204,923] [added: 193,766] | |

| Deferred taxes | | | [removed: 54,199] [added: \-] | | | | [removed: 64,464] [added: 54,199] | |

| Unbilled receivables | | | [removed: 96,409] [added: 122,042] | | | | [removed: 86,945] [added: 96,409] | |

| Other current assets | | | [removed: 45,763] [added: 39,355] | | | | [removed: 38,210] [added: 45,763] | |

| Total current assets | | | [removed: 1,512,105] [added: 1,618,047] | | | | [removed: 1,373,337] [added: 1,512,105] | |

| Property, plant and equipment, net | | | [removed: 110,876] [added: 105,510] | | | | [removed: 117,310] [added: 110,876] | |

| Goodwill | | | [removed: 4,710,691] [added: 5,824,726] | | | | [removed: 4,549,998] [added: 4,710,691] | |

| Other intangible assets, net | | | [removed: 1,978,729] [added: 2,528,996] | | | | [removed: 2,039,136] [added: 1,978,729] | |

| Deferred taxes | | | [removed: 27,496] [added: 31,532] | | | | [removed: 28,773] [added: 27,496] | |

| Accounts payable | | $ | [removed: 143,847] [added: 139,737] | | | $ | [removed: 150,313] [added: 143,847] | |

| Accrued compensation | | | [removed: 117,374] [added: 119,511] | | | | [removed: 107,953] [added: 117,374] | |

| Deferred revenue | | | [removed: 190,953] [added: 267,030] | | | | [removed: 209,332] [added: 190,953] | |

| Other accrued liabilities | | | [removed: 160,738] [added: 168,513] | | | | [removed: 153,712] [added: 160,738] | |

| Income taxes payable | | | [removed: \-] [added: 18,532] | | | | [removed: 4,275] [added: \-] | |

| Deferred taxes | | | [removed: 3,943] [added: \-] | | | | [removed: 6,490] [added: 3,943] | |

| Current portion of long-term debt, net | | | [removed: 11,092] [added: 6,805] | | | | [removed: 11,016] [added: 11,092] | |

| Total current liabilities | | | [removed: 627,947] [added: 720,128] | | | | [removed: 643,091] [added: 627,947] | |

| Long-term debt, net of current portion | | | [removed: 2,203,031] [added: 3,264,417] | | | | [removed: 2,453,836] [added: 2,190,282] | |

| Deferred taxes | | | [removed: 735,826] [added: 810,856] | | | | [removed: 783,805] [added: 735,826] | |

| Other liabilities | | | [removed: 90,770] [added: 74,017] | | | | [removed: 91,199] [added: 90,770] | |

| Common stock, $0.01 par value per share; 350,000 shares authorized; [removed: 102,069] [added: 102,795] shares issued and [removed: 100,126] [added: 100,870] outstanding at December 31, [removed: 2014] [added: 2015] and [removed: 101,276] [added: 102,069] shares issued and [removed: 99,312] [added: 100,126] outstanding at December 31, [removed: 2013] [added: 2014] | | | [removed: 1,021] [added: 1,028] | | | | [removed: 1,013] [added: 1,021] | |

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it classifies deferred taxes in 2015.

February 26, 2016

| | | 2015 | | | | 2014 | | |

| Cash and cash equivalents | | $ | 778,511 | | | $ | 610,430 | |

| Total assets | | $ | 10,168,365 | | | $ | 8,400,185 | |

| Total liabilities | | | 4,869,418 | | | | 3,644,825 | |

| Total liabilities and stockholders' equity | | $ | 10,168,365 | | | $ | 8,400,185 | |

ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES

ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES

Years ended December 31, 2015, 2014 and 2013

| Net earnings | | $ | 696,067 | | | $ | 646,033 | | | $ | 538,293 | |

ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES

Years ended December 31, 2015, 2014 and 2013

| Net earnings | | | \- | | | | \- | | | | \- | | | | 696,067 | | | | \- | | | | \- | | | | 696,067 | |

| Stock option exercises | | | 402 | | | | 4 | | | | 33,002 | | | | \- | | | | \- | | | | \- | | | | 33,006 | |

| Treasury stock sold | | | 18 | | | | \- | | | | 2,710 | | | | \- | | | | \- | | | | 179 | | | | 2,889 | |

| Restricted stock activity | | | 324 | | | | 3 | | | | (14,697 | ) | | | \- | | | | \- | | | | \- | | | | (14,694 | ) |

| Post-retirement benefit plan adjustments | | | \- | | | | \- | | | | \- | | | | \- | | | | (1,063 | ) | | | \- | | | | (1,063 | ) |

| Balances at December 31, 2015 | | | 100,870 | | | $ | 1,028 | | | $ | 1,419,262 | | | $ | 4,110,530 | | | $ | (212,779 | ) | | $ | (19,094 | ) | | $ | 5,298,947 | |

ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES

Years ended December 31, 2015, 2014 and 2013

| Net earnings | | $ | 696,067 | | | $ | 646,033 | | | $ | 538,293 | |

| Gain on disposal of a business | | | (70,860 | ) | | | \- | | | | \- | |

| Proceeds from disposal of a business | | | 105,624 | | | | \- | | | | \- | |

ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES

Years ended December 31, 2015, 2014 and 2013

Basis of Presentation - Effective April 24, 2015, Roper Industries, Inc. changed its name to Roper Technologies, Inc. in order to reflect its continued evolution to a diversified technology company.

The Company has a minority investment which is not consolidated in its results.

The original investment, made in 2007, was $11.5 million.

During the year ended December 31, 2015, the Company determined, based on deterioration in earnings performance, that impairment of the investment was likely, and performed an estimated fair value calculation using an earnings multiples methodology.

The resulting value was determined to be $2 million, generating an impairment loss of $9.5 million which was reported as Other income/(expense) in the consolidated statement of earnings.

The December 31, 2014 consolidated balance sheet has been adjusted due to the retrospective early adoption of an accounting standard update ("ASU") which requires that Roper's senior notes be shown net of debt issuance costs.

The Other assets and Long-term debt, net of current portion line items on the December 31, 2014 consolidated balance sheet were reduced by $13 million.

The Company also early adopted the provisions of an ASU requiring deferred tax liabilities and assets to be classified as noncurrent in the consolidated balance sheet.

The ASU allowed for early adoption as of the beginning of an interim or annual reporting period, as well as the option to be applied either prospectively to all deferred tax liabilities and assets or retrospectively to all periods presented.

The Company elected to adopt on a prospective basis in the fourth quarter of 2015.

No prior periods were adjusted.

| | | 2015 | | | | 2014 | | | | 2013 | | |

When testing goodwill for impairment, the Company has the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount.

If the Company elects to perform a qualitative assessment and determines that an impairment is more likely than not, then performance of the two-step quantitative impairment test is required.

February 20, 2015

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Other assets | | | 73,037 | | | | 76,427 | |

| Total assets | | $ | 8,412,934 | | | $ | 8,184,981 | |

| Total liabilities | | | 3,657,574 | | | | 3,971,931 | |

| Total liabilities and stockholders' equity | | $ | 8,412,934 | | | $ | 8,184,981 | |

| Loss on extinguishment of debt | | | \- | | | | \- | | | | 1,043 | |

| | | | | | | | | | | | | |

| Balances at December 31, 2011 | | | 96,679 | | | $ | 987 | | | $ | 1,117,093 | | | $ | 2,063,110 | | | $ | 33,800 | | | $ | (19,894 | ) | | $ | 3,195,096 | |

| Net earnings | | | \- | | | | \- | | | | \- | | | | 483,360 | | | | \- | | | | \- | | | | 483,360 | |

| Stock option exercises | | | 1,389 | | | | 14 | | | | 56,086 | | | | \- | | | | \- | | | | \- | | | | 56,100 | |

| Treasury stock sold | | | 22 | | | | \- | | | | 1,977 | | | | \- | | | | \- | | | | 218 | | | | 2,195 | |

| Restricted stock activity | | | 187 | | | | 2 | | | | (18,424 | ) | | | \- | | | | \- | | | | \- | | | | (18,422 | ) |

| Deferred pension gain | | | \- | | | | \- | | | | \- | | | | \- | | | | 1,104 | | | | \- | | | | 1,104 | |

| Cash and cash equivalents, beginning of year | | | 459,720 | | | | 370,590 | | | | 338,101 | |

The following table (in thousands) summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.

| --- | --- | --- | --- | --- |

The largest of the 2012 acquisitions was Sunquest Information Systems, Inc. ("Sunquest"), a leading provider of diagnostic and laboratory software solutions to healthcare providers.

Roper acquired 100% of the shares of Sunquest on August 22, 2012, in a $1.4 billion all-cash transaction.

The Company acquired Sunquest to complement and expand its medical platform.

| Current assets | | $ | 96,883 | |

| Identifiable intangibles | | | 669,000 | |

| Goodwill | | | 993,780 | |

| Total assets acquired | | | 1,762,357 | |

| Deferred revenue | | | (83,065 | ) |

| Other current liabilities | | | (18,762 | ) |

| Long-term deferred tax liability | | | (244,550 | ) |

| Net assets acquired | | $ | 1,415,980 | |

Roper's results for the year ended December 31, 2012 included results from Sunquest between August 22, 2012 and December 31, 2012.

In that period, Sunquest contributed $69.4 million in revenue and $8.8 million of earnings (inclusive of deal-related costs) to Roper's results.

The following unaudited pro forma summary presents consolidated information as if the acquisition of Sunquest had occurred on January 1, 2011 (amounts in thousands, except per share data):

| | Pro forma | | | |

| | Year ended December 31, | | | |

| | 2012 | | | |

| Sales | | $ | 3,130,407 | |

| Net income | | | 521,141 | |

| Earnings per share, basic | | | 5.33 | |

| Earnings per share, diluted | | | 5.23 | |

Pro forma earnings for the year ended December 31, 2012 were adjusted by $50.7 million for non-recurring acquisition and other costs.

Adjustments were also made for recurring changes in amortization, interest expense and taxes related to the acquisition.

Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2014.][added: 2015.]

Our internal control over financial reporting as of December 31, [removed: 2014] [added: 2015] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Our management excluded acquisitions completed during [removed: 2014] [added: 2015] from its assessment of internal control over financial reporting as of December 31, [removed: 2014.][added: 2015.]

These acquisitions are wholly-owned subsidiaries whose excluded aggregate assets represent [removed: 0.3%,] [added: 1.6%,] and whose aggregate total revenues represent [removed: 0.7%,] [added: 3.8%,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2014.][added: 2015.]

Based on this evaluation, we have concluded that our disclosure controls and procedures are effective as of December 31, [removed: 2014.][added: 2015.]

There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2014] [added: 2015] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no disclosures of any information required to be filed on Form 8-K during the fourth quarter of [removed: 2014] [added: 2015] that were not filed.

Except as otherwise indicated, the following information required by the Instructions to Form 10-K is incorporated herein by reference from the sections of the Roper Proxy Statement for the annual meeting of shareholders to be held on May [removed: 29, 2015 ("2015] [added: 27, 2016 ("2016] Proxy Statement"), as specified below:

We incorporate the information required by this item by reference to our [removed: 2015] [added: 2016] Proxy Statement.

We incorporate the information required by this item by reference to our [removed: 2015] [added: 2016] Proxy Statement.

Other than the information set forth below, we incorporate the information required by this item by reference to our [removed: 2015] [added: 2016] Proxy Statement.

The following table provides information as of December 31, [removed: 2014] [added: 2015] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

| Restricted stock awards(2) | | | [removed: 542,555] [added: 709,275] | | | | \- | | | | | |

| | (1) | Consists of the Amended and Restated [removed: 2000 Stock Incentive Plan (no additional equity awards may be granted under this plan) and the Amended and Restated] 2006 Incentive Plan. |

| Stock options | | | 3,117,616 | | | $ | 104.54 | | | | | |

| Subtotal | | | 3,826,891 | | | | | | | | 3,175,605 | |

| Total | | | 3,826,891 | | | $ | \- | | | | 3,175,605 | |

| Stock options | | | 2,981,111 | | | $ | 90.48 | | | | | |

| Subtotal | | | 3,523,666 | | | | | | | | 4,494,756 | |

| Total | | | 3,523,666 | | | $ | \- | | | | 4,494,756 | |

We incorporate the information required by this item by reference to our [removed: 2015] [added: 2016] Proxy Statement.

We incorporate the information required by this item by reference to our [removed: 2015] [added: 2016] Proxy Statement.

Consolidated Balance Sheets as of December 31, [removed: 2014] [added: 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Earnings for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012][added: 2013]

Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012][added: 2013]

Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012][added: 2013]

Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012][added: 2013]

| | (2) | Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2014, 2013] [added: 2015, 2014] and [removed: 2012] [added: 2013] |

| [removed: (b)3.1] [added: (a)3.1] | | Amended and Restated Certificate of Incorporation. |

| [removed: (c)3.2] [added: (b)3.2] | | Amended and Restated By-Laws. |

| [removed: (d)3.3] [added: (c)3.3] | | Certificate of Amendment, amending Restated Certificate of Incorporation. |

| [removed: (e)3.4] [added: (d)3.4] | | Certificate Eliminating References to [removed: Roper Industries, Inc.'s] [added: Registrant's] Series A Preferred Stock from the Certificate of Incorporation of [removed: Roper Industries, Inc.] [added: Registrant] dated November 16, 2006. |

| [removed: (f)3.5] [added: (e)3.5] | | Certificate of Amendment, amending Restated Certificate of Incorporation. |

| [removed: (g)4.2] [added: (f)4.2] | | Indenture between [removed: Roper Industries, Inc.] [added: Registrant] and SunTrust Bank, dated as of November 28, 2003. |

| [removed: (h)4.4] [added: (g)4.4] | | First Supplemental Indenture between [removed: Roper Industries, Inc.] [added: Registrant] and SunTrust Bank, dated as of December 29, 2003. |

| [removed: (i)4.5] [added: (h)4.5] | | Second Supplemental Indenture between [removed: Roper Industries, Inc.] [added: Registrant] and SunTrust Bank, dated as of December 7, 2004. |

| [removed: (j)4.6] [added: (i)4.6] | | Indenture between [removed: Roper Industries, Inc.] [added: Registrant] and Wells Fargo Bank, dated as of August 4, 2008. |

| [removed: (k)4.7] [added: (j)4.7] | | Form of Note. |

| [removed: (l)4.8] [added: (k)4.8] | | Form of 2.05% Senior Notes due 2018. |

| [removed: (m)4.9] [added: (l)4.9] | | Form of 6.25% Senior Notes due 2019. |

| [removed: (n)4.10] [added: (m)4.10] | | Form of [removed: 1.850%] [added: 1.85%] Senior Notes due 2017. |

| 4.11 | | Form of 3.125% Senior Notes due [removed: 2022.] [added: 2022] (included in Exhibit 4.10). |

| (t)10.06 | | Credit Agreement, dated as of July 27, 2012, among [removed: Roper Industries, Inc.,] [added: Registrant,] as parent borrower, the foreign subsidiary borrowers of [removed: Roper Industries, Inc.] [added: Registrant] from time to time parties thereto, the several lenders from time to time parties thereto, Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays Bank PLC, Mizuho Corporate Bank, Ltd. and SunTrust Bank, as documentation agents, Wells Fargo Bank, N.A. and Bank of America Securities, N.A., as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent. |

| [added: i)] | [removed: (a)] | Incorporated herein by reference to Exhibit [removed: 2.1] [added: 4.2] to the [removed: Roper Industries, Inc.] [added: Company's] Quarterly Report on Form 10-Q filed [added: on] November [removed: 5, 2012] [added: 7, 2008] (file no. 1-12273). |

| [added: a)] | [removed: (b)] | Incorporated herein by reference to Exhibit 3.1 to the [removed: Roper Industries, Inc.] [added: Company's] Annual Report on Form 10-K/A filed April 28, 2014 (file no. 1-12273). |

| [added: b)] | [removed: (c)] | Incorporated herein by reference to Exhibit 3.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed April 24, 2012 (file no. 1-12273). |

| [added: c)] | [removed: (d)] | Incorporated herein by reference to Exhibit 3.1 to the [removed: Roper Industries, Inc.] [added: Company's] Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273) |

| [added: d)] | [removed: (e)] | Incorporated herein by reference to Exhibit 3.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed November 17, 2006 (file no. 1-12273). |

| [added: e)] | [removed: (f)] | Incorporated herein by reference to Exhibit 3.1 to the [removed: Roper Industries, Inc.] [added: Company's] Quarterly Report on Form 10-Q filed on August 9, 2007 (file no. 1-12273). |

| [added: f)] | [removed: (g)] | Incorporated herein by reference to Exhibit 4.2 to the [removed: Roper Industries, Inc.] [added: Company's] Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed November 28, 2003 (file no. 333-110491). |

| [added: g)] | [removed: (h)] | Incorporated herein by reference to Exhibit 4.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed January 13, 2004 (file no. 1-12273). |

| [added: h)] | [removed: (i)] | Incorporated herein by reference to Exhibit 4.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed December 7, 2004 (file no. 1-12273). |

| [added: p)] | [removed: (j)] | Incorporated herein by reference to Exhibit [removed: 4.2] [added: 10.1] to the [removed: Roper Industries, Inc.] [added: Company's] Quarterly Report on Form 10-Q filed [removed: on] November [removed: 7, 2008] [added: 5, 2010] (file no. 1-12273). |

| [added: j)] | [removed: (k)] | Incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.1] to the Registration Statement on Form [removed: S-3] [added: S-3/ASR] filed [removed: July 29, 2008] [added: November 25, 2015] (file no. [removed: 333-152590).] [added: 333-208200).] |

| [added: k)] | [removed: (l)] | Incorporated herein by reference to Exhibit 4.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed June 6, 2013 (file no. 1-12273). |

| [added: l)] | [removed: (m)] | Incorporated herein by reference to Exhibit 4.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed September 2, 2009 (file no. 1-12273). |

| [added: m)] | [removed: (n)] | Incorporated herein by reference to Exhibit 4.1 to the [removed: Roper Industries, Inc.] [added: Company's] Current Report on Form 8-K filed November 21, 2012 (file no. 1-12273). |

| [added: o)] | [removed: (o)] | Incorporated herein by reference to Exhibit 10.04 to the [removed: Roper Industries, Inc.] [added: Company's] Quarterly Report on Form 10-Q filed August 31, 1999 (file no. 1-12273). |

| [added: v)] | [removed: (p)] | Incorporated herein by reference to Exhibit 10.1 to the [removed: Roper Industries, Inc.] [added: Company's] Quarterly Report on Form 10-Q filed [removed: November 5, 2010] [added: August 9, 2006] (file no. 1-12273). |

| [added: q)] | [removed: (q)] | Incorporated herein by reference to Exhibit 10.05 to the [removed: Roper Industries, Inc.] [added: Company's] Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273). |

| [added: r)] | [removed: (r)] | Incorporated herein by reference to Exhibit 10.06 to the [removed: Roper Industries, Inc.] [added: Company's] Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273). |

| [added: s)] | [removed: (s)] | Incorporated herein by reference to Exhibit 10.07 to the [removed: Roper Industries, Inc.] [added: Company's] Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273). |

| (n)4.12 | | Form of 3.00% Senior Notes due 2020. |

| 4.13 | | Form of 3.85% Senior Notes due 2025 (included in Exhibit 4.12). |

| (aa)10.19 | | Form of director and officer indemnification agreement. † |

| 10.20 | | \[First\] Amendment dated October 28, 2015, to Credit Agreement dated as of July 27, 2012, among Registrant as parent borrower, the foreign subsidiary borrowers of Registrant from time to time parties thereto, the several lenders from time to time parties thereto, Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays Bank PLC, Mizuho Corporate Bank, Ltd. and SunTrust Bank, as documentation agents, Wells Fargo Bank, N.A. and Bank of America Securities, N.A., as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent, filed herewith. |

| n) | | Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 7, 2015 (file no. 1-12273). |

| --- | --- | --- | --- | --- |

| /S/ AMY WOODS BRINKLEY | | | |

| Amy Woods Brinkley | | Director | February 26, 2016 |

| /S/ LAURA G. THATCHER | | | |

| Laura G. Thatcher | | Director | February 26, 2016 |

| | | | |

| | | | |

| --- | --- | --- |

| (a)2.1 | | Stock Purchase Agreement, dated as of July 28, 2012 among Sunquest Holdings, Inc., the selling shareholders named therein and Roper Industries, Inc. |

| (x)10.13 | | Form of Incentive Stock Option Agreement. † |

| --- | --- | --- | --- |

| /S/ DAVID W. DEVONSHIRE | | | |

| David W. Devonshire | | Director | February 20, 2015 |