Roper Technologies (ROP) 10-K risk factor changes: FY2016 vs FY2015

As of December 31, [removed: 2015,] [added: 2016,] we had [removed: $3.29] [added: $6.2] billion in total consolidated indebtedness.

In addition, we had [removed: $1.7 billion] [added: $535 million] undrawn availability under our senior unsecured credit facility.

Sales by our operating companies whose functional currency is not the U.S. dollar represented 20% of our total net sales for [removed: the year ended December 31, 2015 compared to 23% for] [added: each of] the [removed: year] [added: years] ended December 31, [removed: 2014.][added: 2016 and 2015.]

These sales accounted for [removed: 13%] [added: 12%] of our net sales for [removed: each of] the [removed: years] [added: year] ended December 31, [removed: 2015] [added: 2016] and [removed: 2014.][added: 13% for the year ended December 31, 2015.]

| | ● | unfavorable changes in or noncompliance with U.S. and other jurisdictions' export policies to certain [removed: countries, including Russia;] [added: countries;] |

As of and for the year ended December 31, [removed: 2015,] [added: 2016,] 21% of our net sales and [removed: 14%] [added: 13%] of our long-lived assets, excluding goodwill and intangibles, were attributable to operations outside the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.

| | ● | adverse changes in a specific country's or region's political or economic conditions, particularly in [removed: Russia and] emerging markets; |

We currently have product liability insurance; however, we may not be able to maintain our insurance at a reasonable cost or in sufficient amounts to [added: adequately] protect us against losses.

At December 31, [removed: 2015,] [added: 2016,] goodwill totaled [removed: $5.8] [added: $8.6] billion compared to [removed: $5.3] [added: $5.8] billion of stockholders' equity, and represented [removed: 57%] [added: 60%] of our total assets of [removed: $10.2] [added: $14.3] billion.

With the types of licensing vehicles we use to deliver our products to market, including subscription and on-demand pricing for our software and services, the recognition of revenue for the products and services we sell could be delayed from one period to another.

As we continue to vary the ways in which we deliver our products to the market, including expanded use of subscription, term and SaaS offerings, we may be required under existing accounting rules to defer the recognition of revenue from one period to another.

The deferral of perpetual licenses revenue may result in significant timing differences between the completion of a sale and the actual recognition of the revenue related to that sale.

As a result, the revenue we recognize in a particular period may not be reflective of our actual success in selling our products and solutions in the market.

Offering our products on a SaaS basis presents execution risks.

We offer a number of our products in a SaaS-based environment, and we expect to expand those offerings in the future.

As more of our solutions are delivered as SaaS-based solutions, it is uncertain whether our strategies will generate the revenue required to be successful.

Any significant costs we incur may reduce the operating margins we have previously achieved.

Whether we are successful in this new business model depends on our execution in a number of areas, including ensuring that our SaaS-based offerings meet the performance, reliability and cost expectations of our customers and maintain the security of their data.

If we are unable to execute on this strategy, our revenue or financial results may be materially adversely affected.

A breach in the security of our software could harm our reputation, result in a loss of current and potential customers, and subject us to material claims, which could materially harm our operating results and financial condition.

If our security measures are breached, an unauthorized party may obtain access to our data or our users' or customers' data.

In addition, cyber-attacks and similar acts could lead to interruptions and delays in customer processing or a loss or breach of a customer's data.

Because the techniques used to obtain unauthorized access, disable or degrade service, or sabotage systems change frequently and often are not recognized until launched against a target, we may be unable to anticipate these techniques or to implement adequate preventative measures.

The risk that these types of events could seriously harm our business is likely to increase as we expand the number of web-based products and services we offer, and operate in more countries.

Regulatory authorities around the world are considering a number of legislative and regulatory proposals concerning data protection.

In addition the interpretation and application of consumer and data protection laws in the United States, Europe and elsewhere are often uncertain and in flux.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.

If so, in addition to the possibility of fines, this could result in an order requiring that we change our data practices, which could have an adverse effect on our business and results of operations.

Any security breaches for which we are, or are perceived to be, responsible, in whole or in part, could subject us to legal claims or legal proceedings, including regulatory investigations, which could harm our reputation and result in significant litigation costs and damage awards or settlement amounts.

Any imposition of liability, particularly liability that is not covered by insurance or is in excess of insurance coverage, could materially harm our operating results and financial condition.

Security breaches also could cause us to lose current and potential customers, which could have an adverse effect on our business.

Moreover, we might be required to expend significant financial and other resources to protect further against security breaches or to rectify problems caused by any security breach.

We operate businesses that design and develop software (both license and software-as-a-service) and engineered products and solutions for a variety of niche end markets; including healthcare, transportation, [added: commercial construction,] food, energy, water, education and academic research.

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: 2015] [added: 2016] included in this Annual Report.

At December 31, [removed: 2015,] [added: 2016,] our allowance for doubtful accounts receivable was [removed: $10.0] [added: $12.2] million and our allowance for sales returns and sales credits was [removed: $2.4] [added: $2.3] million, for a total of [removed: $12.4] [added: $14.5] million, or [removed: 2.5%] [added: 2.3%] of total gross accounts receivable.

The total allowance at December 31, [removed: 2015] [added: 2016] was [removed: $1.3] [added: $2.1] million [removed: lower] [added: higher] than at December 31, [removed: 2014.][added: 2015.]

At December 31, [removed: 2015,] [added: 2016,] inventory reserves for excess and obsolete inventory were [removed: $34.0] [added: $37.2] million, or [removed: 15.2%] [added: 17.0%] of gross inventory cost, as compared to [removed: $38.9] [added: $34.0] million, or [removed: 16.7%] [added: 15.2%] of gross inventory cost, at December 31, [removed: 2014.][added: 2015.]

Our expense for warranty obligations was less than 1% of net sales for each of the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013.][added: 2014.]

During the years ended December 31, [removed: 2015, 2014] [added: 2016, 2015] and [removed: 2013] [added: 2014] we recognized revenue of [removed: $253] [added: $241] million, [removed: $266] [added: $253] million and [removed: $205] [added: $266] million, respectively, using this method.

At December 31, [removed: 2015, $276] [added: 2016, $260] million of revenue related to unfinished percentage-of-completion contracts had yet to be recognized.

During [removed: 2015,] [added: 2016,] our effective income tax rate was [removed: 30.6%,] [added: 30.0%,] which was [removed: 70] [added: 60] basis points [removed: higher] [added: lower] than the [removed: 2014] [added: 2015] rate of [removed: 29.9%.][added: 30.6%.]

We have [removed: 32] [added: 33] reporting units with individual goodwill amounts ranging from zero to [removed: $1.2] [added: $2.2] billion.

In [removed: 2015,] [added: 2016,] we performed our annual impairment test in the fourth quarter for all reporting [removed: units.][added: units, excluding those acquired in the fourth quarter of 2016.]

We determined that impairment of goodwill was not likely in [removed: 29] [added: 28] of our reporting units and thus we were not required to perform a quantitative analysis for these reporting units.

For the remaining [removed: three] [added: five] reporting units we performed our quantitative analysis and concluded that the fair value of each of these [removed: three] [added: five] reporting units was [added: substantially] in excess of its carrying [removed: value,] [added: value] with no impairment indicated as of December 31, [removed: 2015.][added: 2016.]

No impairment resulted from the annual reviews performed in [removed: 2015.][added: 2016.]

| | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Medical & Scientific Imaging(1) | | $ | [removed: 1,215,318] [added: 1,362,813] | | | $ | [removed: 1,080,309] [added: 1,215,318] | | | $ | [removed: 902,281] [added: 1,080,309] | |

| RF Technology(2) | | | [removed: 1,033,951] [added: 1,210,264] | | | | [removed: 950,227] [added: 1,033,951] | | | | [removed: 904,363] [added: 950,227] | |

| Industrial Technology(3) | | | [removed: 745,381] [added: 706,625] | | | | [removed: 827,145] [added: 745,381] | | | | [removed: 779,564] [added: 827,145] | |

| Energy Systems & [removed: Controls(4)] [added: Controls] | | | [removed: 587,745] [added: 510,223] | | | | [removed: 691,813] [added: 587,745] | | | | [removed: 651,920] [added: 691,813] | |

| Total | | $ | [removed: 3,582,395] [added: 3,789,925] | | | $ | [removed: 3,549,494] [added: 3,582,395] | | | $ | [removed: 3,238,128] [added: 3,549,494] | |

| Medical & Scientific Imaging | | | [removed: 74.0] [added: 73.2] | % | | | [removed: 72.1] [added: 74.0] | % | | | [removed: 69.3] [added: 72.1] | % |

| RF Technology | | | [removed: 53.4] [added: 56.7] | | | | [removed: 52.8] [added: 53.4] | | | | [removed: 53.7] [added: 52.8] | |

| Industrial Technology | | | [removed: 49.8] [added: 50.6] | | | | [removed: 50.5] [added: 49.8] | | | | [removed: 51.1] [added: 50.5] | |

| Energy Systems & Controls | | | [removed: 58.1] [added: 57.1] | | | | [removed: 58.3] [added: 58.1] | | | | [removed: 57.4] [added: 58.3] | |

| Total | | | [removed: 60.4] [added: 61.5] | % | | | [removed: 59.2] [added: 60.4] | % | | | [removed: 58.1] [added: 59.2] | % |

| Medical & Scientific Imaging | | | [removed: 36.4] [added: 35.0] | % | | | [removed: 34.8] [added: 36.4] | % | | | [removed: 29.7] [added: 34.8] | % |

| RF Technology | | | [removed: 30.2] [added: 30.8] | | | | [removed: 28.5] [added: 30.2] | | | | [removed: 28.0] [added: 28.5] | |

| Industrial Technology | | | [removed: 28.8] [added: 28.7] | | | | [removed: 29.9] [added: 28.8] | | | | [removed: 28.6] [added: 29.9] | |

| Energy Systems & Controls | | | [removed: 27.6] [added: 25.4] | | | | [removed: 29.3] [added: 27.6] | | | | [removed: 28.2] [added: 29.3] | |

| Total | | | [removed: 31.6] [added: 31.2] | % | | | [removed: 30.9] [added: 31.6] | % | | | [removed: 28.7] [added: 30.9] | % |

| Corporate administrative expenses | | | [removed: (2.9] [added: (3.4] | )% | | | [removed: (2.8] [added: (2.9] | )% | | | [removed: (2.7] [added: (2.8] | )% |

| Income from continuing operations | | | [removed: 28.7] [added: 27.8] | | | | [removed: 28.2] [added: 28.7] | | | | [removed: 26.0] [added: 28.2] | |

| Interest expense, net | | | [removed: (2.4] [added: (2.9] | ) | | | [removed: (2.2] [added: (2.4] | ) | | | [removed: (2.7] [added: (2.2] | ) |

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

| Income from continuing operations before taxes | | | [removed: 28.0] [added: 24.8] | | | | [removed: 26.0] [added: 28.0] | | | | [removed: 23.3] [added: 26.0] | |

| Income taxes | | | [removed: (8.5] [added: (7.4] | ) | | | [removed: (7.8] [added: (8.5] | ) | | | [removed: (6.7] [added: (7.8] | ) |

| Net earnings | | | [removed: 19.4] [added: 17.4] | % | | | [removed: 18.2] [added: 19.4] | % | | | [removed: 16.6] [added: 18.2] | % |

| (1) | Includes results from the acquisitions of [removed: 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 [added: Decision Technologies LLC] from January 21, 2015, SoftWriters [added: Inc.] from February 9, 2015, Data Innovations [added: LLC] from March 4, 2015, [removed: AHP] [added: Atlantic Health Partners LLC] from September 4, [removed: 2015 and] [added: 2015,] Atlas [added: Database Software Corp.] from October 26, [removed: 2015.] [added: 2015, CliniSys from January 7, 2016, PCI Medical from March 17, 2016, GeneInsight from April 1, 2016 and UNIConnect from November 10, 2016.] |

| (2) | Includes results from the acquisitions of Foodlink [removed: Holdings,] [added: Holdings] Inc. from July 2, 2014, On Center [added: Software LLC] from July 20, 2015, RF Ideas [added: Inc.] from September 1, 2015, Aderant [added: Holdings Inc.] from October 21, [removed: 2015 and] [added: 2015,] Black Diamond Advanced Technologies through March 20, [removed: 2015.] [added: 2015, ConstructConnect from October 31, 2016 and Deltek from December 28, 2016.] |

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

In 2016, we acquired CliniSys Group Ltd. ("CliniSys"), PCI Medical Inc., GeneInsight Inc., iSqFt Holdings Inc. (d/b/a ConstructConnect) ("ConstructConnect"), UNIConnect LC, and Project Diamond Holdings Corp. (d/b/a Deltek Inc).

During 2016, our effective income tax rate was 30.0%, which was 60 basis points lower than the 2015 rate of 30.6%, The decrease was due to the recognition of $15.3 million in excess tax benefits in the current year in accordance with an accounting standards update related to stock compensation adopted in the first quarter of 2016 (see Note 1 of the Notes to Consolidated Financial Statements), as well as the non-recurrence of the 2015 taxable gain on the divestiture of Abel Pumps which was partially offset by discrete tax benefits from settlements of tax matters in 2015.

We expect the effective tax rate for 2017 to be approximately 30%.

Recently acquired reporting units generally represent the highest risk of impairment, which typically decreases as the businesses are integrated into our enterprise.

Acquisitions contributed 9%, organic sales increased 4% and the negative foreign exchange impact was 1%.

The increase in organic sales was due to increased sales in our medical businesses, led by NDI and Verathon.

Gross margin decreased to 73.2% in the year ended December 31, 2016 from 74.0% in the year ended December 31, 2015, due primarily to product mix.

Selling, general and administrative ("SG&A") expenses as a percentage of net sales increased to 38.2% in the year ended December 31, 2016 as compared to 37.7% in the year ended December 31, 2015, due to a higher SG&A structure in our medical businesses.

Acquisitions net of the divestiture of the Black Diamond Advanced Technology business added 15%, organic sales increased by 3%, and the negative foreign exchange impact was 1%.

The increase in organic sales was due primarily to increased sales in our software businesses offset in part by the completion of large service contracts in our toll and traffic businesses in 2015.

Gross margin was 56.7% in 2016 as compared to 53.4% in the prior year due to product mix in our toll and traffic businesses as well as an increased percentage of sales at our software businesses which have a higher gross margin.

SG&A expenses as a percentage of sales in the year ended December 31, 2016 increased to 25.9%, as compared to 23.3% in the prior year due primarily to an increased percentage of sales at our software businesses which have a higher SG&A structure.

Operating margin was 30.8% in 2016 as compared to 30.2% in 2015.

The divestiture of the Abel Pumps business in 2015 accounted for a negative 3.1%, organic sales decreased by 1.5% and the negative foreign exhange impact was 0.6%.

Organic sales decreased by 12% due to decreased sales in oil and gas products, including safety systems and valves, and the negative foreign exchange impact was 1%.

Gross margin decreased to 57.1% in the year ended December 31, 2016 as compared to 58.1% in the year ended December 31, 2015 and SG&A expenses as a percentage of net sales increased to 31.7% as compared to 30.5% in the prior year, both of which were due negative leverage on lower sales volume.

Corporate expenses increased by $24.7 million to $127.5 million, or 3.4% of sales, in 2016 as compared to $102.8 million, or 2.9% of sales, in 2015.

The increase was due primarily to increased equity compensation costs as a result of both an increase in the number of shares granted in the current year and increases in our common stock price and increased costs related to acquisitions.

The decrease was due to the recognition of $15.3 million in excess tax benefits in the current year in accordance with an ASU related to stock compensation adopted in the first quarter of 2016 (see Note 1 of the Notes to Consolidated Financial Statements), as well as the non-recurrence of the 2015 taxable gain on the divestiture of Abel Pumps which was partially offset by discrete tax benefits from settlements of tax matters in 2015.

| | | 2016 | | | | 2015 | | | | change | | |

| Medical & Scientific Imaging | | $ | 1,399,007 | | | $ | 1,235,143 | | | | 13.3 | % |

| RF Technology | | | 1,278,246 | | | | 1,024,999 | | | | 24.7 | |

| Industrial Technology | | | 704,622 | | | | 731,810 | | | | (3.7 | ) |

| Energy Systems & Controls | | | 514,300 | | | | 555,672 | | | | (7.4 | ) |

| Total | | $ | 3,896,175 | | | $ | 3,547,624 | | | | 9.8 | % |

The increase in orders was due to orders from acquisitions which added 8%, organic growth of 3% and a 1% negative foreign exchange impact.

| | | 2016 | | | | 2015 | | | | change | | |

| Medical & Scientific Imaging | | $ | 423,616 | | | $ | 373,213 | | | | 13.5 | % |

| RF Technology | | | 991,212 | | | | 538,877 | | | | 83.9 | |

| Industrial Technology | | | 65,259 | | | | 68,002 | | | | (4.0 | ) |

| Energy Systems & Controls | | | 92,309 | | | | 90,365 | | | | 2.2 | |

| Total | | $ | 1,572,396 | | | $ | 1,070,457 | | | | 46.9 | % |

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.

| Operating activities | | $ | 964 | | | $ | 929 | | | $ | 840 | |

| Investing activities | | | (3,753 | ) | | | (1,698 | ) | | | (348 | ) |

| Financing activities | | | 2,805 | | | | 996 | | | | (298 | ) |

Operating activities - The increase in cash provided by operating activities in 2016 was primarily due to increased earnings net of non-cash charges and higher deferred revenue balances due to an increased percentage of revenue from software and other subscription based products, offset in part by income tax payments in the first quarter of 2016 related to the gain on the sale of the Abel Pumps business in the fourth quarter of 2015.

Cash provided by financing activities during 2016 was primarily from the issuance of $1.2 billion of senior notes and revolving debt borrowings for acquisitions.

Net working capital (current assets, excluding cash, less total current liabilities, excluding debt) was a negative $25 million at December 31, 2016 compared to $126 million at December 31, 2015, due primarily to increases in deferred revenue balances due to an increased percentage of revenue from software and other subscription based products.

Net proceeds of $1.19 billion were used in the acquisition of Deltek (see Note 2 of the Notes to Consolidated Financial Statements).

| --- | --- |

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").

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

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.

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

| (4) | Includes results from the acquisition of Advanced Sensors, Ltd. from October 4, 2013. |

Acquisitions added $91 million in sales, and organic sales increased 10% due to increased sales in our medical businesses.

Gross margin increased to 72.1% in the year ended December 31, 2014 from 69.3% in the year ended December 31, 2013, due primarily to additional sales from medical products which have a higher gross margin.

The increase was due primarily to growth in our toll and traffic, university card systems and security solutions businesses.

Gross margin was 52.8% in 2014 as compared to 53.7% in the prior year due to product mix.

SG&A expenses as a percentage of sales in the year ended December 31, 2014 were 24.3%, a decrease from 25.6% in the prior year due to operating leverage on higher sales volume.

Operating margin was 28.5% in 2014 as compared to 28.0% in 2013.

Organic growth was 7%, and there was a negative 1% impact from foreign currency exchange.

SG&A expenses as a percentage of net sales were 20.5%, as compared to 22.5% in the prior year, due primarily to the non-recurrence of a $9.1 million pretax charge for warranty expense in 2013.

Organic sales increased by 5% due to sales of new instruments for refinery applications and increased sales in the fluid properties testing equipment market.

Gross margin was 58.3% in the year ended December 31, 2014, compared to 57.4% in the year ended December 31, 2013, due to operating leverage on higher sales volume.

SG&A expenses as a percentage of net sales were 28.9% as compared to 29.2% in the prior year due to product mix.

Corporate expenses increased by $12.1 million to $98.2 million, or 2.8% of sales, in 2014 as compared to $86.1 million, or 2.7% of sales, in 2013.

The increase was due to higher compensation costs, including increased equity compensation (see Note 11 of the Notes to Consolidated Financial Statements included in this Annual Report).

Other expense for the year ended December 31, 2013 was $0.2 million due to foreign exchange losses at our non-U.S. based companies, offset in part by proceeds from a legal settlement.

During 2014, our effective income tax rate was 29.9% versus 28.6% in 2013.

The increase was due to one-time discrete tax benefits in 2013 that did not recur in 2014 as well as increased revenues and resulting pretax income in higher tax jurisdictions, primarily the U.S.

| | | 2014 | | | | 2013 | | | | change | | |

| Medical & Scientific Imaging | | $ | 1,081,190 | | | $ | 958,830 | | | | 12.8 | % |

| RF Technology | | | 955,831 | | | | 943,757 | | | | 1.3 | |

| Industrial Technology | | | 808,921 | | | | 772,337 | | | | 4.7 | |

| Energy Systems & Controls | | | 692,136 | | | | 673,569 | | | | 2.8 | |

| Total | | $ | 3,538,078 | | | $ | 3,348,493 | | | | 5.7 | % |

| Medical & Scientific Imaging | | $ | 296,098 | | | $ | 290,435 | | | | 1.9 | % |

| RF Technology | | | 520,727 | | | | 510,553 | | | | 2.0 | |

| Industrial Technology | | | 97,507 | | | | 121,943 | | | | (20.0 | ) |

| Energy Systems & Controls | | | 126,838 | | | | 131,799 | | | | (3.8 | ) |

| Total | | $ | 1,041,170 | | | $ | 1,054,730 | | | | (1.3 | )% |

| Operating activities | | $ | 928.8 | | | $ | 840.4 | | | $ | 802.6 | |

| Investing activities | | | (1,698.3 | ) | | | (348.1 | ) | | | (1,115.9 | ) |

| Financing activities | | | 996.2 | | | | (298.1 | ) | | | 403.6 | |

The increase in cash provided by operating activities in 2014 was primarily due to increased earnings net of intangible amortization related to acquisitions offset in part by tax payments.

Cash provided by financing activities during 2014 was primarily revolving debt borrowing for acquisitions, offset in part by debt payments made using cash from operations.

Net working capital (current assets, excluding cash, less total current liabilities, excluding debt) was $126 million at December 31, 2015 compared to $285 million at December 31, 2014, due primarily to a net reduction in net working capital of $50 million due to the reclassification of current deferred tax assets and liabilities (see Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report) and a $49 million decrease in receivables related to the collection of amounts due from the Puerto Rico Highways and Transportation Authority.

Net proceeds of $894 million were used to pay off a portion of the outstanding revolver balance under our $1.85 billion revolving credit facility.

At December 31, [removed: 2015,] [added: 2016,] we had [removed: $3.1] [added: $4.3] billion of fixed rate borrowings with interest rates ranging from 1.85% to 6.25%.

At December 31, [removed: 2015,] [added: 2016,] the prevailing market rates for our long-term notes were between [removed: 1.4%] [added: 0.9%] higher and [removed: 2.4%] [added: 2.9%] lower than the fixed rates on our debt instruments.

Our credit facility contains a [removed: $1.85] [added: $2.5] billion variable-rate revolver with [removed: $180 million] [added: $1.93 billion] of outstanding borrowings at December 31, [removed: 2015.][added: 2016.]

Sales by companies whose functional currency was not the U.S. dollar were 20% of our total sales in [removed: 2015] [added: 2016] and 61% of these sales were by companies with a European functional currency.

If these currency exchange rates had been 10% different throughout [removed: 2015] [added: 2016] compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately [removed: 1.6%.][added: 2%.]

We operate businesses that design and develop software (both license and software-as-a-service) and engineered products and solutions for a variety of niche end markets; including healthcare, transportation, [added: commercial construction,] food, energy, water, education and academic research.

We pursue consistent and sustainable growth in earnings by emphasizing continuous improvement in the operating performance of our existing businesses and by acquiring other businesses that offer high value-added [added: software,] services, engineered products and solutions 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 to customers outside the U.S. totaling $1.2 billion in [removed: 2015.][added: 2016.]

Our research and development spending was [removed: $164.2] [added: $195] million in [removed: 2015] [added: 2016] as compared to [removed: $147.9] [added: $164] million and [removed: $145.7] [added: $148] million in [removed: 2014] [added: 2015] and [removed: 2013,] [added: 2014,] respectively.

For [removed: 2015,] [added: 2016,] this segment had net sales of [removed: $1.215] [added: $1.36] billion, representing [removed: 33.9%] [added: 36.0%] of our total net sales.

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

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

This segment had sales of [removed: $1.034] [added: $1.21] billion for the year ended December 31, [removed: 2015,] [added: 2016,] representing [removed: 28.9%] [added: 31.9%] of our total net sales.

Software-as-a-Service - We maintain electronic marketplaces that connect 1) available capacity of trucking units with the available loads of freight to be moved from location to location throughout North [removed: America and] [added: America,] 2) food suppliers, distributors and vendors, primarily in the perishable food [removed: sector.][added: sector and 3) construction industry professionals.]

Comprehensive [added: Application] Management Software \- We provide [added: 1) enterprise software and information solutions for government contractors, professional services firms and other project-based businesses, 2)] comprehensive management software solutions for law and other professional services firms, including business development, calendar/docket matter management, time and billing and case [removed: management.][added: management and 3) construction project management solutions for construction firms which encompass the end-to-end construction process.]

Metering and Remote Monitoring - We manufacture and sell meter reading, data logging and pressure control products for use [added: primarily] in [removed: water, gas] [added: water] and [removed: electricity] [added: gas] applications.

The RF Technology segment companies' [added: product] sales reflect a combination of standard products, large engineered projects, and multi-year operations and maintenance contracts.

For [removed: 2015,] [added: 2016,] this segment had net sales of [removed: $745.4] [added: $707] million, representing [removed: 20.8%] [added: 18.6%] of our total net sales.

For [removed: 2015,] [added: 2016,] this segment had net sales of [removed: $587.7] [added: $510] million, representing [removed: 16.4%] [added: 13.5%] of our total net sales.

No customer accounted for 10% or more of net sales for [removed: 2015] [added: 2016] for any of our segments or for our company as a whole.

As of December 31, [removed: 2015,] [added: 2016,] we had [removed: 10,806] [added: 14,155] employees, with [removed: 7,724] [added: 10,751] located in the United States.

We have [removed: 164] [added: 172] employees who are subject to collective bargaining agreements.

We filed the certification with the NYSE on June [removed: 29, 2015] [added: 21, 2016] and our Chief Executive Officer indicated that he was not aware of any violations of the Listing Standards by us.

Backlog was $1.6 billion at December 31, 2016, and $1.1 billion at December 31, 2015.

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.

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

Backlog was $1.07 billion at December 31, 2015, and $1.04 billion at December 31, 2014.

For the fiscal year ended December 31, [removed: 2015][added: 2016]

Based on the closing sale price on the New York Stock Exchange on June 30, [removed: 2015,] [added: 2016,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $16,931,595,935.][added: $16,984,404,742.]

Number of shares of registrant's Common Stock outstanding as of February [removed: 19, 2016: 101,064,624.][added: 16, 2017: 101,874,232.]

Portions of the registrant's Proxy Statement to be furnished to Stockholders in connection with its Annual Meeting of Stockholders to be held on [removed: May 27, 2016,] [added: June 8, 2017,] 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: 2015][added: 2016]

Unresolved Staff Comments [removed: 12][added: 13]

Properties [removed: 13][added: 14]

Legal Proceedings [removed: 13][added: 15]

10-K 1 cy2016_10-k.htm

10-K 1 cy2015_10-k.htm

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities [removed: 14][added: 15]

Selected Financial Data [removed: 16][added: 17]

Management's Discussion and Analysis of Financial Condition and Results of Operations [removed: 16][added: 18]

Quantitative and Qualitative Disclosures about Market Risk [removed: 26][added: 29]

Financial Statements and Supplementary Data [removed: 27][added: 30]

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure [removed: 55][added: 61]

Controls and Procedures [removed: 55][added: 61]

Other Information [removed: 56][added: 62]

Directors, Executive Officers and Corporate Governance [removed: 56][added: 62]

Executive Compensation [removed: 56][added: 62]

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters [removed: 56][added: 63]

Certain Relationships and Related Transactions and Director Independence [removed: 57][added: 63]

Principal Accountant Fees and Services [removed: 57][added: 63]

Exhibits and Financial Statement Schedules [removed: 57][added: 64]

| | Signatures | 60 |

Information About Forward-Looking Statements

This Annual Report on Form 10-K ("Annual Report") includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws.

In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission ("SEC") or in connection with oral statements made to the press, potential investors or others.

All statements that are not historical facts are "forward-looking statements." Forward-looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases.

These statements reflect management's current beliefs and are not guarantees of future performance.

They involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in any forward-looking statement.

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future growth and our expectations regarding growth through acquisitions.

Important assumptions relating to the forward-looking statements include, among others, demand for our products, the cost, timing and success of product upgrades and new product introductions, raw material costs, expected pricing levels, expected outcomes of pending litigation, competitive conditions and general economic conditions.

These assumptions could prove inaccurate.

Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:

| | ● | general economic conditions; |

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

| | ● | difficulty making acquisitions and successfully integrating acquired businesses; |

| | ● | any unforeseen liabilities associated with future acquisitions; |

| | ● | limitations on our business imposed by our indebtedness; |

| | ● | unfavorable changes in foreign exchange rates; |

| | ● | difficulties associated with exports; |

| | ● | risks and costs associated with our international sales and operations; |

| | ● | rising interest rates; |

| | ● | product liability and insurance risks; |

| | ● | increased warranty exposure; |

| | ● | future competition; |

| | ● | the cyclical nature of some of our markets; |

| | ● | reduction of business with large customers; |

| | ● | risks associated with government contracts; |

| | ● | changes in the supply of, or price for, raw materials, parts and components; |

| | ● | environmental compliance costs and liabilities; |

| | ● | risks and costs associated with asbestos-related litigation; |

| | ● | potential write-offs of our substantial goodwill and other intangible assets; |

| | ● | our ability to successfully develop new products; |

| | ● | failure to protect our intellectual property; |

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

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

| | ● | the factors discussed in Item 1A to this Annual Report under the heading "Risk Factors." |

We believe these forward-looking statements are reasonable.

However, you should not place undue reliance on any forward-looking statements, which are based on current expectations.

Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of them in light of new information or future events.

PART I

| | Signatures | 67 |

Information About Forward-Looking Statements

This Annual Report on Form 10-K ("Annual Report") includes and incorporates by reference "forward-looking statements" within the meaning of the federal securities laws.

In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission ("SEC") or in connection with oral statements made to the press, potential investors or others.

All statements that are not historical facts are "forward-looking statements." Forward-looking statements may be indicated by words or phrases such as "anticipate," "estimate," "plans," "expects," "projects," "should," "will," "believes" or "intends" and similar words and phrases.

These statements reflect management's current beliefs and are not guarantees of future performance.

They involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in any forward-looking statement.

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future growth and our expectations regarding growth through acquisitions.

Important assumptions relating to the forward-looking statements include, among others, demand for our products, the cost, timing and success of product upgrades and new product introductions, raw material costs, expected pricing levels, expected outcomes of pending litigation, competitive conditions and general economic conditions.

These assumptions could prove inaccurate.

Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect.

Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:

| | ● | general economic conditions; |

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

| | ● | difficulty making acquisitions and successfully integrating acquired businesses; |

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

| | ● | any unforeseen liabilities associated with future acquisitions; |

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

| | ● | limitations on our business imposed by our indebtedness; |

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

| | ● | unfavorable changes in foreign exchange rates; |

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

| | ● | difficulties associated with exports; |

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

| | ● | risks and costs associated with our international sales and operations; |

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

| | ● | rising interest rates; |

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

| | ● | product liability and insurance risks; |

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

| | ● | increased warranty exposure; |

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

| | ● | future competition; |

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

| | ● | the cyclical nature of some of our markets; |

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

| | ● | reduction of business with large customers; |

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

| | ● | risks associated with government contracts; |

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

We have 120 principal locations around the world to support our operations, of which [removed: 50] [added: 51] are manufacturing, assembly and testing facilities, and the remaining [removed: 70] [added: 69] locations provide sales, [added: programming,] service and administrative support functions.

The following table summarizes the size, location and usage of our principal properties as of December 31, [removed: 2015] [added: 2016] (amounts in thousands of square feet).

| | | [removed: | |] Office | [removed: | | |] Office & Manufacturing | | [removed: | | | | |]

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

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

| | [removed: |] Canada | [removed: |] [added: 27] | \- | [removed: | | | 99 | | | |] \- | [removed: |]

| | [removed: |] Europe | [removed: | | 27 | | | | 28 | |] [added: 32] | [added: 64] | \- | [removed: |]

| | [removed: | Asia | | | 25 | |] [added: Asia-Pacific] | [added: 21] | \- | [removed: | | |] \- | [removed: |]

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

| RF Technology | | | | | [removed: | | | | | | | | | |]

| | [removed: |] Canada | [removed: | | 11 | | |] [added: 36] | \- | [removed: | | |] \- | [removed: |]

| | [removed: |] Europe | [removed: | | 9 | | |] [added: 56] | \- | [removed: | | |] 16 | [removed: |]

| | [removed: | Asia | | | 12 | |] [added: Asia-Pacific] | [added: 23] | \- | [removed: | | |] \- | [removed: |]

| Industrial Technology | | | | | [removed: | | | | | | | | | |]

| | [removed: |] U.S. | [removed: | | 46 | | | | 264 | |] [added: 18] | [added: 260] | 478 | [removed: |]

| | [removed: |] Canada | [removed: | | 36 | | | |] \- | [removed: | |] [added: 56] | \- | [removed: |]

| | [removed: |] Europe | [removed: | | 29 | | |] [added: 13] | 136 | [removed: | | |] 43 | [removed: |]

| | [removed: | Asia | | | 23 | | | | \- | |] [added: Asia-Pacific] | [added: 6] | [removed: \-] [added: 30] | [added: 33] |

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

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

| | [removed: |] Canada | [removed: | |] \- | [removed: | | | 56 | | |] [added: 109] | \- | [removed: |]

| | [removed: |] Europe | [removed: | | 35 | | |] [added: 29] | 28 | [removed: | | |] 128 | [removed: |]

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

| | U.S. | 309 | 298 | 127 |

| | | | | |

| | U.S. | 1,164 | 92 | 16 |

| | Asia-Pacific | 111 | \- | \- |

| | | | | |

| | | | | |

| | U.S. | \- | 343 | \- |

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

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

| | | U.S. | | | 799 | | | | 116 | | | | 16 | |

| | | U.S. | | | 11 | | | | 355 | | | | \- | |

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

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: 2015] [added: 2016] and [removed: 2014] [added: 2015] quarters.

Based on information available to us and our transfer agent, we believe that as of February [removed: 19, 2016] [added: 16, 2017] there were [removed: 159] [added: 143] record holders of our common stock.

In November [removed: 2015,] [added: 2016,] our Board of Directors increased the quarterly dividend paid January [removed: 22, 2016] [added: 23, 2017] to [removed: $0.30] [added: $0.35] per share from [removed: $0.25] [added: $0.30] per share, an increase of [removed: 20%.][added: 17%.]

Recent Sales of Unregistered Securities - In [removed: 2015,] [added: 2016,] there were no sales of unregistered securities.

The following graph compares, for the five year period ended December 31, [removed: 2015,] [added: 2016,] the cumulative total stockholder return for our common stock, the Standard and Poor's 500 Stock Index (the "S&P 500") and the Standard and Poor's 500 Industrials Index (the "S&P 500 Industrials").

Measurement points are the last trading day of each of our fiscal years ended December 31, [removed: 2010,] 2011, 2012, 2013, [removed: 2014] [added: 2014, 2015] and [removed: 2015.][added: 2016.]

The graph assumes that $100 was invested on December 31, [removed: 2010] [added: 2011] in our common stock, the S&P 500 and the S&P 500 Industrials and assumes reinvestment of any dividends.

[removed: ][added: ]

| 2016 | 4th Quarter | | $ | 188.04 | | | $ | 167.91 | | | $ | 0.35 | |

| | 3rd Quarter | | | 182.84 | | | | 163.33 | | | | 0.30 | |

| | 2nd Quarter | | | 184.66 | | | | 164.77 | | | | 0.30 | |

| | 1st Quarter | | | 187.56 | | | | 158.89 | | | | 0.30 | |

| | | | 12/31/11 | | | | 12/31/12 | | | | 12/31/13 | | | | 12/31/14 | | | | 12/31/15 | | | | 12/31/16 | | |

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

| Roper Technologies, Inc. | | | | 100.00 | | | | 129.26 | | | | 161.43 | | | | 183.03 | | | | 223.53 | | | | 217.09 | |

| S&P 500 | | | | 100.00 | | | | 116.00 | | | | 153.58 | | | | 174.60 | | | | 177.01 | | | | 198.18 | |

| S&P 500 Industrials | | | | 100.00 | | | | 115.35 | | | | 162.27 | | | | 178.21 | | | | 173.70 | | | | 206.46 | |

| 2014 | 4th Quarter | | $ | 160.48 | | | $ | 138.63 | | | $ | 0.25 | |

| | 3rd Quarter | | | 151.21 | | | | 142.50 | | | | 0.20 | |

| | 2nd Quarter | | | 148.94 | | | | 128.99 | | | | 0.20 | |

| | 1st Quarter | | | 141.92 | | | | 131.80 | | | | 0.20 | |

| | | 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 | |

| | | [removed: 2015(1)] [added: 2016(1)] | | | | [removed: 2014(2)] [added: 2015(2)] | | | | [removed: 2013(3)] [added: 2014(3)] | | | | [removed: 2012(4)] [added: 2013(4)] | | | | [removed: 2011(5)] [added: 2012(5)] | | |

| Net sales | | $ | [removed: 3,582,395] [added: 3,789,925] | | | $ | [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] | |

| Gross profit | | | [removed: 2,164,646] [added: 2,332,410] | | | | [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] | |

| Income from operations | | | [removed: 1,027,918] [added: 1,054,563] | | | | [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] | |

| Net earnings | | | [removed: 696,067] [added: 658,645] | | | | [removed: 646,033] [added: 696,067] | | | | [removed: 538,293] [added: 646,033] | | | | [removed: 483,360] [added: 538,293] | | | | [removed: 427,247] [added: 483,360] | |

| Basic earnings per share | | $ | [removed: 6.92] [added: 6.50] | | | $ | [removed: 6.47] [added: 6.92] | | | $ | [removed: 5.43] [added: 6.47] | | | $ | [removed: 4.95] [added: 5.43] | | | $ | [removed: 4.45] [added: 4.95] | |

| Diluted earnings per share | | | [removed: 6.85] [added: 6.43] | | | | [removed: 6.40] [added: 6.85] | | | | [removed: 5.37] [added: 6.40] | | | | [removed: 4.86] [added: 5.37] | | | | [removed: 4.34] [added: 4.86] | |

| Dividends declared per share | | $ | [removed: 1.0500] [added: 1.2500] | | | $ | [removed: 0.8500] [added: 1.0500] | | | $ | [removed: 0.6950] [added: 0.8500] | | | | [removed: 0.5775] [added: 0.6950] | | | $ | [removed: 0.4675] [added: 0.5775] | |

| Working capital (6) | | $ | [removed: 897,919] [added: 331,229] | | | $ | [removed: 884,158] [added: 897,919] | | | $ | [removed: 730,246] [added: 884,158] | | | $ | [removed: 159,887] [added: 730,246] | | | $ | [removed: 561,277] [added: 159,887] | |

| Total assets(7) | | | [removed: 10,168,365] [added: 14,324,927] | | | | [removed: 8,400,185] [added: 10,168,365] | | | | [removed: 8,169,120] [added: 8,400,185] | | | | [removed: 7,059,975] [added: 8,169,120] | | | | [removed: 5,314,673] [added: 7,059,975] | |

| Long-term debt, net of current portion(7) | | | [removed: 3,264,417] [added: 5,808,561] | | | | [removed: 2,190,282] [added: 3,264,417] | | | | [removed: 2,437,975] [added: 2,190,282] | | | | [removed: 1,492,533] [added: 2,437,975] | | | | [removed: 1,010,366] [added: 1,492,533] | |

| Stockholders' equity | | | [removed: 5,298,947] [added: 5,788,865] | | | | [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: (1)] [added: (2)] | Includes results from the acquisitions of Strata Decision Technologies LLC from January 21, 2015, [removed: SoftWriters,] [added: SoftWriters] Inc. from February 9, 2015, Data Innovations LLC from March 4, 2015, On Center Software LLC from July 20, 2015, RF [removed: IDeas,] [added: IDeas] Inc. from September 1, 2015, Atlantic Health Partners LLC from September 4, 2015, Aderant [removed: Holdings,] [added: 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. |

| | [removed: (2)] [added: (3)] | Includes results from the acquisitions of Foodlink [removed: Holdings,] [added: Holdings] Inc. from July 2, 2014, Innovative Product Achievements LLC from August 5, 2014, Strategic Healthcare Programs Holdings LLC from August 14, 2014. |

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

| | [removed: (4)] [added: (5)] | Includes results from the acquisition of Sunquest Information [removed: Systems,] [added: Systems] Inc. from August 22, 2012. |

| | (6) | At December 31, [added: 2016, there were $399 million of senior notes, net of debt issuance costs, due November 15, 2017 and at December 31,] 2012, there were $499 million of senior notes, net of debt issuance costs (adjusted due to the retrospective adoption of an accounting standard update which requires that our senior notes be shown net of debt issuance costs), [removed: outstanding] that matured on August 15, 2013, thus requiring a classification as short-term debt, included in working capital. |

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

| | (1) | Includes results from the acquisitions of CliniSys Group Ltd. from January 7, 2016, PCI Medical Inc. from March 17, 2016, GeneInsight Inc. from April 1, 2016, iSqFt Holdings Inc. (d/b/a ConstructConnect) from October 31, 2016, UNIConnect LC from November 10, 2016 and Deltek Inc. from December 28, 2016. |

| | (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. |

| Report of Independent Registered Certified Public Accounting Firm (PricewaterhouseCoopers LLP) | [removed: 28] [added: 31] |

| Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014] [added: 2015] | [removed: 29] [added: 32] |

| Consolidated Statements of Earnings for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013] [added: 2014] | [removed: 30] [added: 33] |

| Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013] [added: 2014] | [removed: 31] [added: 34] |

| Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013] [added: 2014] | [removed: 32] [added: 35] |

| Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013] [added: 2014] | [removed: 33] [added: 36] |

| Notes to Consolidated Financial Statements | [removed: 34] [added: 38] |

| Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013] [added: 2014] | [removed: 55] [added: 61] |

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 Technologies, Inc. and its subsidiaries (the "Company") at December 31, [removed: 2015] [added: 2016] and December 31, [removed: 2014,] [added: 2015,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2015] [added: 2016] 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: 2015,] [added: 2016,] based on criteria established in Internal Control - Integrated Framework 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Our responsibility is to express opinions on these financial statements, on the financial statement [removed: schedule,] [added: schedule] and on the Company's internal control over financial reporting based on our integrated audits.

As described in Management's Report on Internal Control over Financial Reporting, management has excluded acquisitions completed during [removed: 2015] [added: 2016] from its assessment of internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] because they were acquired by the Company in purchase business combinations during [removed: 2015.][added: 2016.]

We have also excluded acquisitions completed during [removed: 2015] [added: 2016] from our audit of internal control over financial reporting.

These acquisitions are wholly-owned subsidiaries whose total assets and total revenues represent [removed: 1.6%] [added: 2.1%] and [removed: 3.8%] [added: 2.6%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2015.][added: 2016.]

December 31, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

| | | [added: 2016 | | | |] 2015 | | | | 2014 | | |

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 778,511 | | | [removed: $] | 610,430 | | [added: | | 459,720 | |]

| Accounts receivable, net | | | [removed: 488,271] [added: 619,854] | | | | [removed: 511,538] [added: 488,271] | |

| Inventories, net | | | [removed: 189,868] [added: 181,952] | | | | [removed: 193,766] [added: 189,868] | |

| Deferred taxes | | | [removed: \-] [added: 30,620] | | | | [removed: 54,199] [added: 31,532] | |

| Unbilled receivables | | | [removed: 122,042] [added: 129,965] | | | | [removed: 96,409] [added: 122,042] | |

| Other current assets | | | [removed: 39,355] [added: 55,851] | | | | [removed: 45,763] [added: 39,355] | |

| Total current assets | | | [removed: 1,618,047] [added: 1,776,501] | | | | [removed: 1,512,105] [added: 1,618,047] | |

| Property, plant and equipment, net | | | [removed: 105,510] [added: 141,318] | | | | [removed: 110,876] [added: 105,510] | |

| Goodwill | | | [removed: 5,824,726] [added: 8,647,142] | | | | [removed: 4,710,691] [added: 5,824,726] | |

| Other intangible assets, net | | | [removed: 2,528,996] [added: 3,655,843] | | | | [removed: 1,978,729] [added: 2,528,996] | |

| Other assets | | | [removed: 59,554] [added: 73,503] | | | | [removed: 60,288] [added: 59,554] | |

| Total assets | | $ | [removed: 10,168,365] [added: 14,324,927] | | | $ | [removed: 8,400,185] [added: 10,168,365] | |

| Accounts payable | | $ | [removed: 139,737] [added: 152,067] | | | $ | [removed: 143,847] [added: 139,737] | |

| Accrued compensation | | | [removed: 119,511] [added: 161,730] | | | | [removed: 117,374] [added: 119,511] | |

| Deferred revenue | | | [removed: 267,030] [added: 488,399] | | | | [removed: 190,953] [added: 267,030] | |

| Other accrued liabilities | | | [removed: 168,513] [added: 219,339] | | | | [removed: 160,738] [added: 168,513] | |

| Income taxes payable | | | [removed: 18,532] [added: 22,762] | | | | [removed: \-] [added: 18,532] | |

| Current portion of long-term debt, net | | | [removed: 6,805] [added: 400,975] | | | | [removed: 11,092] [added: 6,805] | |

| Total current liabilities | | | [removed: 720,128] [added: 1,445,272] | | | | [removed: 627,947] [added: 720,128] | |

| Long-term debt, net of current portion | | | [removed: 3,264,417] [added: 5,808,561] | | | | [removed: 2,190,282] [added: 3,264,417] | |

| Deferred taxes | | | [removed: 810,856] [added: 1,178,205] | | | | [removed: 735,826] [added: 810,856] | |

| Other liabilities | | | [removed: 74,017] [added: 104,024] | | | | [removed: 90,770] [added: 74,017] | |

| Total liabilities | | | [removed: 4,869,418] [added: 8,536,062] | | | | [removed: 3,644,825] [added: 4,869,418] | |

| Common stock, $0.01 par value per share; 350,000 shares authorized; [removed: 102,795] [added: 103,578] shares issued and [removed: 100,870] [added: 101,672] outstanding at December 31, [removed: 2015] [added: 2016] and [removed: 102,069] [added: 102,795] shares issued and [removed: 100,126] [added: 100,870] outstanding at December 31, [removed: 2014] [added: 2015] | | | [removed: 1,028] [added: 1,036] | | | | [removed: 1,021] [added: 1,028] | |

February 27, 2017

| | | 2016 | | | | 2015 | | |

| Cash and cash equivalents | | $ | 757,200 | | | $ | 778,511 | |

| Income taxes receivable | | | 31,679 | | | | \- | |

| Loss on extinguishment of debt | | | 871 | | | | \- | | | | \- | |

Years ended December 31, 2016, 2015 and 2014

| Net earnings | | $ | 658,645 | | | $ | 696,067 | | | $ | 646,033 | |

Years ended December 31, 2016, 2015 and 2014

| Net earnings | | | \- | | | | \- | | | | \- | | | | 658,645 | | | | \- | | | | \- | | | | 658,645 | |

| Stock option exercises | | | 372 | | | | 4 | | | | 27,970 | | | | \- | | | | \- | | | | \- | | | | 27,974 | |

| Treasury stock sold | | | 19 | | | | \- | | | | 3,147 | | | | \- | | | | \- | | | | 193 | | | | 3,340 | |

| Restricted stock activity | | | 411 | | | | 4 | | | | (17,980 | ) | | | \- | | | | \- | | | | \- | | | | (17,976 | ) |

| Balances at December 31, 2016 | | | 101,672 | | | $ | 1,036 | | | $ | 1,489,067 | | | $ | 4,642,402 | | | $ | (324,739 | ) | | $ | (18,901 | ) | | $ | 5,788,865 | |

Years ended December 31, 2016, 2015 and 2014

| | | 2016 | | | | 2015 | | | | 2014 | | |

| Net earnings | | $ | 658,645 | | | $ | 696,067 | | | $ | 646,033 | |

| Deferred revenue | | | 25,190 | | | | 8,239 | | | | (28,202 | ) |

| Capitalized software expenditures | | | (2,801 | ) | | | (2,439 | ) | | | (2,588 | ) |

| Other, net | | | 8,138 | | | | (3,500 | ) | | | (4,000 | ) |

Years ended December 31, 2016 , 2015 and 2014

Recently Adopted Accounting Pronouncements

In March 2016, the FASB issued an update on stock compensation.

The ASU simplifies several aspects of the accounting for employee share-based payment awards, including the accounting for income taxes, forfeitures, and statutory tax withholding requirements, as well as classification in the statement of cash flows.

This standard is effective for annual reporting periods beginning after December 15, 2016.

The impact of the early adoption resulted in the following:

| · | The Company recorded tax benefits of $15.3 million within income tax expense for the year ended December 31, 2016 related to the excess tax benefit on share-based awards. Prior to adoption this amount would have been recorded as a reduction of additional paid-in capital. This change adds volatility to the Company's effective tax rate. |

| · | The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement of cash flows. The Company elected to apply this change in presentation prospectively and thus prior periods have not been adjusted. |

| · | The Company elected not to change its policy on accounting for forfeitures and continued to estimate the total number of awards for which the requisite service period will not be rendered. |

| · | The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share since adoption. This resulted in an increase in diluted weighted average common shares outstanding of 278,829 shares for the year ended December 31, 2016. |

In March 2016, the FASB issued an update amending the equity method of accounting, eliminating the requirement that an entity retroactively adopt the equity method of accounting if an investment qualifies for the equity method as a result of an increase in the level of ownership or degree of influence.

The amendments in the update, to be applied prospectively, are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods.

Early adoption is permitted.

The Company elected to early adopt on a prospective basis effective January 1, 2016.

The Company adopted the update effective January 1, 2016.

The Company adopted the update prospectively effective January 1, 2016.

The update did not have a material impact on its results of operations, financial condition or cash flows.

The Company adopted the update prospectively effective January 1, 2016.

The update did not have a material impact on its results of operations, financial condition or cash flows.

Recently Released Accounting Pronouncements

In January 2017, the FASB issued an update simplifying the test for goodwill impairment.

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

| Deferred taxes | | | 31,532 | | | | 27,496 | |

| Deferred taxes | | | \- | | | | 3,943 | |

| Balances at December 31, 2012 | | | 98,604 | | | $ | 1,006 | | | $ | 1,158,001 | | | $ | 2,489,858 | | | $ | 58,537 | | | $ | (19,676 | ) | | $ | 3,687,726 | |

| Net earnings | | | \- | | | | \- | | | | \- | | | | 538,293 | | | | \- | | | | \- | | | | 538,293 | |

| Stock option exercises | | | 434 | | | | 4 | | | | 23,995 | | | | \- | | | | \- | | | | \- | | | | 23,999 | |

| Treasury stock sold | | | 20 | | | | \- | | | | 2,248 | | | | \- | | | | \- | | | | 201 | | | | 2,449 | |

| Restricted stock activity | | | 254 | | | | 3 | | | | (16,046 | ) | | | \- | | | | \- | | | | \- | | | | (16,043 | ) |

| Other, net | | | (5,939 | ) | | | (6,588 | ) | | | (1,096 | ) |

| Cash and cash equivalents, beginning of year | | | 610,430 | | | | 459,720 | | | | 370,590 | |

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.

No prior periods were adjusted.

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

On May 1, 2013, Roper acquired 100% of the shares of Managed Health Care Associates, Inc. ("MHA"), in a $1.0 billion all-cash transaction.

MHA is a leading provider of services and technologies to support the diverse and complex needs of alternate site health care providers who deliver services outside of an acute care hospital setting.

The acquisition of MHA complements and expands the Company's medical software and services platform.

| Identifiable intangibles | | | 465,500 | |

| Goodwill | | | 678,183 | |

The fair value of current assets acquired also includes an adjustment of $35.0 million for administrative fees related to customer purchases that occurred prior to the acquisition date but not reported to MHA until after the acquisition date.

In the ordinary course, these administrative fees are recorded as revenue when reported; however, GAAP accounting for business acquisitions requires the Company to estimate the amount of purchases occurring prior to the acquisition date and record the fair value of the administrative fees to be received from those purchases as an accounts receivable at the date of acquisition.

The Company also recorded a fair value liability of $8.6 million included in current liabilities related to corresponding revenue-share obligation owed to customers that generated the administrative fees.

Both of these fair value adjustments were fully amortized as of September 30, 2013.

On October 4, 2013, the Company paid $54 million in cash to acquire 100% of the shares of Advanced Sensors, Ltd. ("Advanced Sensors"), a company which manufactures and supports oil-in-water analyzers for the oil and gas industries, in order to expand the Company's product line.

Advanced Sensors is reported in the Energy Systems & Controls segment.

| | | $ | 189,868 | | | $ | 193,766 | |

| Machinery and other equipment | | | 319,416 | | | | 320,697 | |

| | | | 401,086 | | | | 405,602 | |

| | | $ | 105,510 | | | $ | 110,876 | |

| Balances at December 31, 2013 | | $ | 2,435,506 | | | $ | 1,254,294 | | | $ | 425,501 | | | $ | 434,697 | | | $ | 4,549,998 | |

| Goodwill acquired | | | 174,347 | | | | 33,596 | | | | \- | | | | \- | | | | 207,943 | |

| Currency translation adjustments | | | (18,847 | ) | | | (7,102 | ) | | | (16,537 | ) | | | (8,002 | ) | | | (50,488 | ) |

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: 2015.][added: 2016.]

Our internal control over financial reporting as of December 31, [removed: 2015] [added: 2016] has been audited by PricewaterhouseCoopers LLP, an independent registered [added: certified] public accounting firm, as stated in their report which is included herein.

Our management excluded acquisitions completed during [removed: 2015] [added: 2016] from its assessment of internal control over financial reporting as of December 31, [removed: 2015.][added: 2016.]

These acquisitions are wholly-owned subsidiaries whose excluded aggregate assets represent [removed: 1.6%,] [added: 2.1%,] and whose aggregate total revenues represent [removed: 3.8%,] [added: 2.6%,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2015.][added: 2016.]

There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2015] [added: 2016] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Based on this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, 2016; however, through an administrative oversight, we late filed a required Current Report on Form 8-K related to the closing of Deltek acquisition that was due on January 3, 2017 and have since taken appropriate steps to remediate the deficiency in our disclosure controls and procedures

Based on this evaluation, we have concluded that our disclosure controls and procedures are effective as of December 31, 2015.

There were no disclosures of any information required to be filed on Form 8-K during the fourth quarter of [removed: 2015] [added: 2016] 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 [removed: May 27, 2016 ("2016] [added: June 8, 2017 ("2017] Proxy Statement"), as specified below:

We incorporate the information required by this item by reference to our [removed: 2016] [added: 2017] Proxy Statement.

We incorporate the information required by this item by reference to our [removed: 2016] [added: 2017] Proxy Statement.

Other than the information set forth below, we incorporate the information required by this item by reference to our [removed: 2016] [added: 2017] Proxy Statement.

The following table provides information as of December 31, [removed: 2015] [added: 2016] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

| Restricted stock awards(2) | | | [removed: 709,275] [added: 952,672] | | | | \- | | | | | |

| | (1) | Consists of the Amended and Restated 2006 Incentive [added: Plan (no additional equity awards may be granted under this plan) and the 2016 Incentive] Plan. |

| Stock options | | | 3,419,597 | | | $ | 121.31 | | | | | |

| Subtotal | | | 4,372,269 | | | | | | | | 9,190,273 | |

| Total | | | 4,372,269 | | | $ | \- | | | | 9,190,273 | |

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

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

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

We incorporate the information required by this item by reference to our [removed: 2016] [added: 2017] Proxy Statement.

We incorporate the information required by this item by reference to our [removed: 2016] [added: 2017] Proxy Statement.

Consolidated Balance Sheets as of December 31, [removed: 2015] [added: 2016] and [removed: 2014][added: 2015]

Consolidated Statements of Earnings for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013][added: 2014]

Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013][added: 2014]

| | (2) | Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2015, 2014] [added: 2016 , 2015] and [removed: 2013] [added: 2014] |

| [removed: (a)3.1] [added: (b)3.1] | | [removed: Amended and] Restated Certificate of [removed: Incorporation.] [added: Incorporation as amended through April 24, 2015.] |

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

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

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

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

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

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

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

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

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

| [removed: (n)4.12] [added: (l)4.12] | | Form of 3.00% Senior Notes due 2020. |

| [removed: (o)10.01] [added: (n)10.01] | | Form of Amended and Restated Indemnification Agreement. † |

| [removed: (p)10.02] [added: (o)10.02] | | Employee Stock Purchase Plan, as amended and restated. † |

| [removed: (q)10.03] [added: (p)10.03] | | 2000 Stock Incentive Plan, as amended. † |

| [removed: (r)10.04] [added: (p)10.04] | | Non-Qualified Retirement Plan, as amended. † |

| [removed: (s)10.05] [added: (q)10.05] | | Brian D. Jellison Employment Agreement, dated as of December 29, 2008. † |

| [removed: (t)10.06] [added: (r)10.06] | | Credit Agreement, dated as of [removed: July 27, 2012,] [added: September 23, 2016] among Registrant, [removed: as parent borrower,] the foreign subsidiary borrowers [removed: of Registrant] from time to time [removed: parties] [added: party] thereto, the [removed: several lenders from time to time parties] [added: financial institutions party] thereto, [removed: Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays Bank PLC, Mizuho Corporate Bank, Ltd. and SunTrust] [added: JPMorgan Chase] Bank, [added: N.A.,] as [removed: documentation agents,] [added: administrative agent,] Wells Fargo Bank, N.A. and Bank of [removed: America Securities, N.A.,] [added: America, N.A.] as syndication agents, and [removed: JPMorgan Chase] [added: The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mizuho] Bank, [removed: N.A.,] [added: Ltd., PNC Bank, National Association, SunTrust Bank and TD Bank, N.A.] as [removed: administrative agent.] [added: co-documentation agents.] |

| [removed: (u)10.07] [added: (t)10.08] | | Form of Executive Officer Restricted Stock Award Agreement. † |

| [removed: (u)10.08] [added: (t)10.09] | | Brian D. Jellison Restricted Stock Unit Award Agreement. † |

| [removed: (v)10.09] [added: (u)10.10] | | Offer letter for John Humphrey, dated March 31, 2006. † |

| [removed: (w)10.10] [added: (v)10.11] | | Amended and Restated 2006 Incentive Plan. † |

| [removed: (x)10.11] [added: (w)10.12] | | Form of Restricted Stock Agreement for Non-Employee Directors. † |

| [removed: (x)10.12] [added: (w)10.13] | | Form of Restricted Stock Agreement for Employees. † |

| [removed: (x)10.14] [added: (w)10.14] | | Form of Non-Statutory Stock Option Agreement. † |

| [removed: (z)10.17] [added: (y)10.16] | | Amendment to John Humphrey offer letter. † |

| [removed: (aa)10.19] [added: (z)10.18] | | Form of director and officer indemnification agreement. † |

| 101.SCH | | XBRL Taxonomy Extension Schema Document, [removed: furnished] [added: filed] herewith. |

| 101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document, [removed: furnished] [added: filed] herewith. |

| 101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document, [removed: furnished] [added: filed] herewith. |

| 101.LAB | | XBRL Taxonomy Extension Label Linkbase Document, [removed: furnished] [added: filed] herewith. |

| 101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document, [removed: furnished] [added: filed] herewith. |

| [removed: a)] [added: b)] | | Incorporated herein by reference to Exhibit 3.1 to the Company's [removed: Annual] [added: Current] Report on Form [removed: 10-K/A] [added: 8-K] filed [added: on] April [removed: 28, 2014] [added: 24, 2015] (file no. 1-12273). |

| [removed: b)] [added: k)] | | Incorporated herein by reference to Exhibit [removed: 3.1] [added: 4.1] to the Company's Current Report on Form 8-K filed [removed: April 24,] [added: November 21,] 2012 (file no. 1-12273). |

| [removed: c)] [added: u)] | | Incorporated herein by reference to Exhibit [removed: 3.1] [added: 10.1] to the Company's Quarterly Report on Form 10-Q filed August 9, 2006 (file no. [removed: 1-12273)] [added: 1-12273).] |

| (a)2.1 | | Agreement and Plan of Merger dated as of December 6, 2016, by and among Project Diamond Holdings Corporation, the Company, Dash I, Inc. and Thoma Bravo, LLC, as representative of the stockholders of Project Diamond Holdings Corporation and holders of outstanding options to acquire common stock of Project Diamond Holdings Corporation. |

| (m)4.14 | | Form of 2.800% Senior Notes due 2021. |

| 4.15 | | Form of 3.800% Senior Notes due 2026 (included in Exhibit 4.14) |

| (s)10.07 | | Amendment No. 1 to Credit Agreement dated December 2, 2016, to Credit Agreement dated as of September 23, 2016 by and among Registrant, the foreign subsidiary borrowers party thereto from time to time, the lenders party thereto from time to time, JP Morgan Chase Bank, N.A., as Administrative Agent, and the other agents and parties thereto. |

| (x)10.15 | | David B. Liner Retirement Agreement and General Release dated November 18, 2016. † |

| 10.17 | | Offer letter to John K. Stipancich, filed herewith. † |

| (aa)10.19 | | 2016 Stock Incentive Plan. † |

| 10.20 | | Amendment No. 1 to the 2016 Stock Incentive Plan, filed herewith. † |

| 10.21 | | Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Stock Incentive Plan, filed herewith.† |

| 10.22 | | Form of Non-Statutory Stock Option Agreement, under the 2016 Stock Incentive Plan, filed herewith. † |

| 10.23 | | Form of Restricted Stock Award Agreement, under the 2016 Stock Incentive Plan, filed herewith. † |

| (bb)10.24 | | Director Compensation Plan, under 2016 Stock Incentive Plan. † |

| 10.25 | | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, under the 2016 Stock Incentive Plan (included in Exhibit 10.24). † |

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

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

| aa) | | Incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed April 26, 2016 (file no. 1-12273). |

Item 16.

FORM 10-K SUMMARY

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

None

| (c)3.3 | | Certificate of Amendment, amending Restated Certificate of Incorporation. |

| (d)3.4 | | Certificate Eliminating References to Registrant's Series A Preferred Stock from the Certificate of Incorporation of Registrant dated November 16, 2006. |

| (e)3.5 | | Certificate of Amendment, amending Restated Certificate of Incorporation. |

| (y)10.15 | | Director Compensation Plan, as amended. † |

| (z)10.16 | | David B. Liner offer letter dated July 21, 2005. † |

| (z)10.18 | | Amendment to David B. Liner offer letter. † |

| 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. |

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