Roper Technologies (ROP) 10-K risk factor changes: FY2018 vs FY2017

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: $5.2] [added: $4.9] billion in total consolidated indebtedness.

In addition, we had [removed: $1.2] [added: $1.6] billion undrawn availability under our senior unsecured credit facility.

Sales by our operating companies whose functional currency is not the U.S. dollar represented 17% [removed: and 20%] of our total net revenues for [added: both] the years ended December 31, [removed: 2017] [added: 2018] and [removed: 2016, respectively.][added: 2017.]

These sales accounted for 11% of our net revenues for [added: both] the [removed: year] [added: years] ended December 31, [removed: 2017] [added: 2018] and [removed: 12% for the year ended December 31, 2016.][added: 2017.]

As of and for the year ended December 31, [removed: 2017,] [added: 2018,] 20% of our net revenues and [removed: 18%] [added: 17%] 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.

| • | trade protection [removed: measures] [added: measures, tariffs,] and import or export requirements; |

| • | differing protection of intellectual property; [removed: and] |

| • | differing and unexpected changes in regulatory [removed: requirements.] [added: requirements; and] |

Our business exposes us to product liability risks in the design, [removed: manufacturing] [added: manufacture] and distribution of our products.

In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new clean-up requirements could require us to incur costs or become [added: the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition and results of operations.]

At December 31, [removed: 2017,] [added: 2018,] goodwill totaled [removed: $8.8] [added: $9.3] billion compared to [removed: $6.9] [added: $7.7] billion of [removed: stockholders'] [added: stockholders’] equity, and represented [removed: 62%] [added: 61%] of our total assets of [removed: $14.3] [added: $15.2] billion.

The goodwill results from our acquisitions, representing the excess [removed: of cost] [added: purchase price] over the fair value of the net [added: identifiable] assets [removed: we have] acquired.

If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if interest rates rise or if business valuations decline, we could incur a non-cash charge to operating [removed: earnings.][added: income.]

Regulatory authorities around the world have adopted and are considering further [removed: adoptions] [added: adoption] of legislative and regulatory proposals concerning data protection.

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

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

| • | potentially negative consequences from the United Kingdom’s exit from the European Union. |

States, Europe and elsewhere are often uncertain and in flux.

Recent significant changes to our executive leadership team and any future loss of members of such team, and the resulting management transitions, could harm our operating results.

We have recently experienced significant changes to our executive leadership team.

Leadership transitions and changes can be inherently difficult to manage and may cause uncertainty or disruption to our business or may increase the likelihood of turnover in key leadership positions.

If we cannot effectively manage leadership transitions and changes, it could make it more difficult to successfully operate our business.

| | |

| --- | --- |

the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition and results of operations.

that is inconsistent with our data practices.

Our acquisitions have represented both [added: new strategic platforms and] additions to existing [removed: businesses and new strategic platforms.][added: businesses.]

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: 2017] [added: 2018] included in this Annual Report.

We have not changed the application of acceptable accounting methods or the significant estimates affecting the application of these principles in the last three years in a manner that had a material effect on our [added: consolidated] financial statements.

Our most significant accounting uncertainties are encountered in the areas of accounts receivable collectibility, inventory valuation, future warranty obligations, revenue [removed: recognition (percentage-of-completion),] [added: recognition,] income taxes and goodwill and indefinite-lived impairment analyses.

At December 31, [removed: 2017,] [added: 2018,] our allowance for doubtful accounts receivable was [removed: $10.3 million] [added: $17.3] and our allowance for sales returns and sales credits was [removed: $2.4 million,] [added: $5.8,] for a total of [removed: $12.7 million,] [added: $23.1,] or [removed: 1.9%] [added: 3.2%] of total gross accounts receivable, as compared to a total of [removed: $14.5 million,] [added: $12.7,] or [removed: 2.3%] [added: 1.9%] of total gross accounts receivable, at December 31, [removed: 2016.][added: 2017.]

At December 31, [removed: 2017,] [added: 2018,] inventory reserves for excess and obsolete inventory were [removed: $38.1 million, or 15.7% of gross inventory cost, as compared to $37.2 million, or 17.0% of gross inventory cost, at December 31,]

Our expense for warranty obligations was less than 1% of net revenues for each of the years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016.]

[removed: During] [added: The Company recognized revenues of $245.9, $249.3 and $241.3 for] the years ended December 31, [removed: 2017, 2016 and 2015 we recognized revenue of $249 million, $241 million] [added: 2018, 2017] and [removed: $253 million,] [added: 2016,] respectively, using this method.

At December 31, [removed: 2017, $253 million] [added: 2018, $241.6] of revenue related to unfinished percentage-of-completion contracts had yet to be recognized.

During [removed: 2017,] [added: 2018,] our effective income tax rate was [removed: 6.1%,] [added: 21.2%,] as compared to the [removed: 2016] [added: 2017] rate of [removed: 30.0%.][added: 6.1%.]

The decrease was due primarily to the recognition of a [removed: $215 million] [added: $215.4] net income tax benefit related to the Tax Act as well as increased excess tax benefits related to equity compensation in 2017 as compared to 2016.

We expect the effective tax rate for [removed: 2018] [added: 2019] to be between 21% and 23%.

We account for goodwill in a purchase business combination as the excess [removed: of the cost] [added: purchase price] over the [removed: estimated] fair value of [added: the] net [added: identifiable] assets acquired.

The quantitative assessment utilizes both an income approach (discounted cash flows) and a market approach [removed: consisting] [added: (consisting] of a comparable company earnings multiples [removed: methodology] [added: methodology)] to estimate the fair value of a reporting unit.

[removed: We have] [added: Roper has] 33 reporting units with individual goodwill amounts ranging from zero to [removed: $2.3] [added: $2.4] billion.

In [removed: 2017, we] [added: 2018, the Company] performed [removed: our] [added: its] annual impairment test in the fourth quarter for all reporting units.

[removed: 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.

[added: The Company determined that] impairment of goodwill was not likely in [removed: 31] [added: 30] of [removed: our] [added: its] reporting units and thus [removed: we were] [added: was] not required to perform a quantitative [removed: analysis] [added: assessment] for these reporting units.

For the remaining [removed: two] [added: three] reporting units, the Company performed its quantitative [removed: analysis] [added: assessment] and concluded that the fair value of each of these [removed: two] [added: three] reporting units was substantially in excess of its carrying value, with no impairment indicated as of October 1, [removed: 2017.][added: 2018.]

If necessary, we conduct a quantitative [removed: review] [added: assessment] using the relief-from-royalty method, which we believe to be an acceptable methodology due to its common use by valuation specialists in determining the fair value of intangible assets.

Trade names resulting from recent acquisitions generally represent the highest risk of impairment, which typically decreases as the businesses are integrated into our enterprise and positioned for [removed: improved] future sales growth.

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

No impairment resulted from the annual reviews performed in [removed: 2017.][added: 2018.]

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

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| RF Technology | [removed: 61.1] [added: 63.9] | | % | | [removed: 56.7] [added: 61.1] | | % | | [removed: 53.4] [added: 56.7] | | % |

| Medical & Scientific Imaging | [removed: 72.0] [added: 71.4] | | | | [removed: 73.2] [added: 72.0] | | | | [removed: 74.0] [added: 73.2] | | |

| Industrial Technology | [removed: 50.6] [added: 50.9] | | | | 50.6 | | | | [removed: 49.8] [added: 50.6] | | |

| Energy Systems & Controls | [removed: 57.4] [added: 58.2] | | | | [removed: 57.1] [added: 57.4] | | | | [removed: 58.1] [added: 57.1] | | |

| Total | [removed: 62.2] [added: 63.2] | | % | | [removed: 61.5] [added: 62.2] | | % | | [removed: 60.4] [added: 61.5] | | % |

| RF Technology | [removed: 25.7] [added: 28.3] | | % | | [removed: 30.8] [added: 25.7] | | % | | [removed: 30.2] [added: 30.8] | | % |

| Medical & Scientific Imaging | [removed: 34.5] [added: 34.2] | | | | [removed: 35.0] [added: 34.5] | | | | [removed: 36.4] [added: 35.0] | | |

| Industrial Technology | [removed: 30.0] [added: 31.6] | | | | [removed: 28.7] [added: 30.0] | | | | [removed: 28.8] [added: 28.7] | | |

| Energy Systems & Controls | [removed: 27.4] [added: 30.1] | | | | [removed: 25.4] [added: 27.4] | | | | [removed: 27.6] [added: 25.4] | | |

| Total | [removed: 29.3] [added: 30.8] | | % | | [removed: 31.2] [added: 29.3] | | % | | [removed: 31.6] [added: 31.2] | | % |

| Corporate administrative expenses | [removed: (3.1] [added: (3.9] | | )% | | [removed: (3.4] [added: (3.1] | | )% | | [removed: (2.9] [added: (3.4] | | )% |

| Income from [removed: continuing] operations | [removed: 26.3] [added: 26.9] | | | | [removed: 27.8] [added: 26.3] | | | | [removed: 28.7] [added: 27.8] | | |

| Interest expense, net | [removed: (3.9] [added: (3.5] | | ) | | [removed: (2.9] [added: (3.9] | | ) | | [removed: (2.4] [added: (2.9] | | ) |

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

| [removed: Income from continuing operations] [added: Earnings] before [added: income] taxes | [removed: 22.5] [added: 23.1] | | | | [removed: 24.8] [added: 22.5] | | | | [removed: 28.0] [added: 24.8] | | |

All currency amounts are in millions unless specified

$30.3, or 13.7% of gross inventory cost, as compared to $38.1, or 15.7% of gross inventory cost, at December 31, 2017.

Revenues from our project-based businesses, including toll and traffic systems, control systems and installations of large software application projects, are generally recognized over time using the input method, primarily utilizing the ratio of costs incurred to total estimated costs, as the measure of performance.

The increase was due primarily to the recognition of a $215.4 net income tax benefit related to the Tax Act in 2017, partially offset by the reduction in the U.S. federal corporate income tax rate from 35% to 21%.

The Company conducted its analysis qualitatively and

The Company performed a quantitative analysis over the fair values of four of its trade names and concluded that the fair value exceeded its carrying value, with no impairment indicated as of October 1, 2018.

Of those trade names subjected to our quantitative analysis, one, associated with our lab software business, had a fair value that approximated its carrying value, which was $100.4 as of October 1, 2018.

Holding other assumptions constant, for the specific trade name associated with our lab software business, a 50 basis point increase in the discount rate would result in a $6.8 impairment and a 100 basis point decrease in the terminal growth rate would result in an $11.7 impairment.

The most significant identifiable intangible assets with definite useful economic lives recognized from our acquisitions are customer relationships.

The fair value for customer relationships is determined as of the acquisition date using the excess earnings method.

Under this methodology the fair value is determined based on the estimated future after-tax cash flows arising from the acquired customer relationships over their estimated lives after considering customer attrition and contributory asset charges.

When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition.

In evaluating the amortizable life for customer relationship intangible assets, management considers historical customer attrition patterns.

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

| RF Technology (1) | $ | 2,168.4 | | | $ | 1,862.1 | | | $ | 1,210.3 | |

| Medical & Scientific Imaging (2) | 1,522.4 | | | | 1,410.4 | | | | 1,362.8 | | |

| Industrial Technology | 900.0 | | | | 783.7 | | | | 706.6 | | |

| Energy Systems & Controls (3) | 600.4 | | | | 551.3 | | | | 510.2 | | |

| Total | $ | 5,191.2 | | | $ | 4,607.5 | | | $ | 3,789.9 | |

| Loss on debt extinguishment | (0.3 | | ) | | — | | | | — | | |

Organic revenues increased by 9% and acquisitions accounted for 7% of our growth.

The growth in organic revenues was due primarily to broad-based strength across our software businesses and the non-recurrence of purchase accounting adjustments to acquired deferred revenues in the year ended December 31, 2017 associated with our 2016 Deltek and ConstructConnect acquisitions.

Gross margin was 63.9% for the year ended December 31, 2018 as compared to 61.1% for the year ended December 31, 2017, due primarily to an increased percentage of revenues from our software businesses, which have higher gross margins, including the net reduction of purchase accounting adjustments.

The growth in organic revenues was due primarily to broad-based growth in our imaging and medical products businesses.

Gross margin decreased to 71.4% for the year ended December 31, 2018 from 72.0% for the year ended December 31, 2017, due primarily to growth in our lower margin imaging businesses.

The growth in organic revenues was broad-based, due primarily to our fluid handling and water meter technology.

Gross margin increased to 50.9% in the year ended December 31, 2018, as compared to 50.6% in the year ended December 31, 2017, and SG&A expenses as a percentage of net revenues decreased to 19.3% in the year ended December 31, 2018, as compared to 20.6% in the year ended December 31, 2017, both of which were due primarily to operating leverage on higher sales volume.

Organic sales increased by 7% and the foreign exchange benefit was 1%.

The growth in organic revenues was due to broad-based growth in our businesses serving energy and industrial end markets.

As a result, operating margin was 30.1% in the year ended December 31, 2018 as compared to 27.4% in the year ended December 31, 2017.

Corporate expenses increased by $61.7 to $203.5, or 3.9% of revenues, in 2018 as compared to $141.8, or 3.1% of revenues, in 2017.

The increase was due to higher weighted average interest rates, partially offset by lower weighted average debt balances.

Loss on debt extinguishment of $15.9 for the for the year ended December 31, 2018, incurred in connection with the redemption of the 2019 Notes (as defined below), was composed of the early redemption premium and remaining unamortized deferred financing costs.

Other income, net, of $0.0 for the year ended December 31, 2018 was composed primarily of royalty income, offset entirely by various other immaterial expenses.

During 2018, our effective income tax rate was 21.2% as compared to our 2017 rate of 6.1%.

The increase was due primarily to the recognition of a $215.4 net income tax benefit related to the Tax Act in 2017, partially offset by the reduction in the U.S. federal corporate income tax rate from 35% to 21%.

Order backlog is equal to our remaining performance obligations expected to be recognized within the next 12 months as discussed in Note 1 of the Notes to Consolidated Financial Statements.

| | 2018 | | | | 2017 | | | | change | |

| RF Technology | $ | 1,005.9 | | | $ | 991.4 | | | 1.5 | % |

| Medical & Scientific Imaging | 468.0 | | | | 467.8 | | | | — | |

2016.

Revenues related to the use of the percentage-of-completion method of accounting are dependent on total costs incurred compared with total estimated costs for a project.

Percentage-of-completion is used primarily for major turn-key, longer term toll and traffic and energy projects and installations of large software application projects.

We determined that

Business combinations can also result in other intangible assets being recognized.

Amortization of intangible assets, if applicable, occurs over their estimated useful lives.

Dollar amounts are in thousands and percentages are of net revenues.

| RF Technology (1) | $ | 1,862,126 | | | $ | 1,210,264 | | | $ | 1,033,951 | |

| Medical & Scientific Imaging (2) | 1,410,349 | | | | 1,362,813 | | | | 1,215,318 | | |

| Industrial Technology (3) | 783,707 | | | | 706,625 | | | | 745,381 | | |

| Energy Systems & Controls (4) | 551,289 | | | | 510,223 | | | | 587,745 | | |

| Total | $ | 4,607,471 | | | $ | 3,789,925 | | | $ | 3,582,395 | |

| | |

| --- | --- |

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

The following table summarizes order backlog information at December 31, 2017 and 2016 (dollar amounts in thousands).

We include in backlog only orders that are expected to be recognized as revenue within twelve months.

| RF Technology | $ | 991,382 | | | $ | 991,212 | | | — | % |

| Industrial Technology | 110,841 | | | | 65,259 | | | | 69.8 | |

| Total | $ | 1,672,352 | | | $ | 1,572,396 | | | 6.4 | % |

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

The increase in organic revenues 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 revenues at our software businesses which have a higher gross margin.

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

The increase in organic revenues 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.

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

The decrease in organic revenues was due primarily to decreased sales in those fluid handling businesses that serve oil and gas markets, offset in part by increased sales in our water metering business.

Gross margin increased to 50.6% for the year ended December 31, 2016 as compared to 49.8% in the year ended December 31, 2015 due to product mix.

SG&A expenses as a percentage of net revenues were 21.9%, as compared to 21.0% in the prior year, due primarily to negative leverage on lower sales volume.

Organic revenues 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%.

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

The increase was due primarily to higher average debt balances to fund current year acquisitions as well as higher average interest rates throughout 2016.

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 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 ASU related to stock compensation adopted in the first quarter of 2016 (see Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report), 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.

The following table summarizes order backlog information at December 31, 2016 and 2015 (dollar amounts in thousands).

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

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

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

At December 31, [removed: 2017,] [added: 2018,] we had [removed: $3.9] [added: $4.1] billion of fixed rate borrowings with interest rates ranging from [removed: 2.05%] [added: 2.8%] to [removed: 6.25%.][added: 4.2%.]

At December 31, [removed: 2017,] [added: 2018,] the prevailing market rates for our long-term notes were between [removed: 0.05% higher] [added: 0.1%] and [removed: 3.85% lower] [added: 0.7% higher] than the fixed rates on our debt instruments.

Our credit facility contains a $2.5 billion variable-rate revolver with [removed: $1.27 billion] [added: $865] of outstanding borrowings at December 31, [removed: 2017.][added: 2018.]

Net revenues recognized by companies whose functional currency was not the U.S. dollar were 17% of our total revenues in [removed: 2017] [added: 2018] and 68% of these revenues were recognized by companies with a European functional currency.

If these currency exchange rates had been 10% different throughout [removed: 2017] [added: 2018] compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately 1%.

Diversified End Markets and Geographic Reach - We have a global presence, with sales to customers outside the U.S. totaling [removed: $1.3] [added: $1.5] billion in [removed: 2017.][added: 2018.]

Our research and development spending was [removed: $281 million] [added: $317] in [removed: 2017] [added: 2018] as compared to [removed: $195 million] [added: $281] and [removed: $164 million] [added: $195] in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

This segment had net revenues of [removed: $1.86] [added: $2.17] billion for the year ended December 31, [removed: 2017,] [added: 2018,] representing [removed: 40.4%] [added: 41.8%] of our total net revenues.

Comprehensive Application Management Software - We provide 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) [removed: preconstruction project] [added: financial and compliance] management [added: software and] solutions [removed: for construction industry professionals.][added: to large complex companies in asset-intensive industries.]

For [removed: 2017,] [added: 2018,] this segment had net revenues of [removed: $1.41] [added: $1.52] billion, representing [removed: 30.6%] [added: 29.3%] of our total net revenues.

[removed: In addition, we] [added: We] provide a cloud-based financial analytics and performance software platform to healthcare providers.

For [removed: 2017,] [added: 2018,] this segment had net revenues of [removed: $784 million,] [added: $900,] representing [removed: 17.0%] [added: 17.3%] of our total net revenues.

For [removed: 2017,] [added: 2018,] this segment had net revenues of [removed: $551 million,] [added: $600,] representing [removed: 12.0%] [added: 11.6%] of our total net revenues.

No customer accounted for 10% or more of net revenues for [removed: 2017] [added: 2018] for any of our segments or for our company as a whole.

We believe [added: none of] our operating units are [removed: not] substantially dependent on any single patent, trademark, copyright, or other item of intellectual property or group of patents, trademarks or copyrights.

As of December 31, [removed: 2017,] [added: 2018,] we had [removed: 14,236] [added: 15,611] employees, with [removed: 9,425] [added: 10,294] located in the United States.

We have [removed: 187] [added: 195] employees who are subject to collective bargaining agreements.

We filed the certification with the NYSE on June [removed: 29, 2017] [added: 12, 2018] and our Chief Executive Officer indicated that he was not aware of any violations of the Listing Standards by us.

All currency amounts are in millions unless specified

Backlog was $1.69 billion at December 31, 2018, and $1.67 billion at December 31, 2017.

Backlog was $1.7 billion at December 31, 2017, and $1.6 billion at December 31, 2016.

You may also read and copy any material we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.

You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.

For the fiscal year ended December 31, [removed: 2017][added: 2018]

Based on the closing sale price on the New York Stock Exchange on June [removed: 30, 2017,] [added: 29, 2018,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $23,224,859,776.][added: $27,931,518,465.]

Number of shares of [removed: registrant's] [added: registrant’s] Common Stock outstanding as of February [removed: 16, 2018: 102,826,454.][added: 15, 2019: 103,607,782.]

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2017][added: 2018]

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| [PART [removed: III](#sD1BF54A82771D5E7318C827502F9EA75)] [added: III](#sCC83B3B8BB18514BB67CF7CF3F0FE3D9)] | | |

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| [Item [removed: 16.](#s0DE2B30A7D9CE284CDE782750446D0BA)] [added: 16.](#s951A4BDF3481570481722288BA78140C)] | [Form 10-K [removed: Summary](#s0DE2B30A7D9CE284CDE782750446D0BA)] [added: Summary](#s951A4BDF3481570481722288BA78140C)] | [removed: [61](#s0DE2B30A7D9CE284CDE782750446D0BA)] [added: [64](#s951A4BDF3481570481722288BA78140C)] |

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

10-K 1 a201810-kdoc.htm 10-K

| [PART II](#sF8AF803BA38556E988BEA0E8E5F49896) | | |

| [PART IV](#s8DA205091007517DA0DCA0773AA8D169) | | |

| | [Signatures](#sFCCBA7A60C1D5A9986164B341EF4992A) | [65](#sFCCBA7A60C1D5A9986164B341EF4992A) |

| • | failure to effectively mitigate cybersecurity threats; |

| | |

| --- | --- |

10-K 1 a201710-kdoc.htm 10-K

| [PART II](#s17ACF57D8F93F2F109638274DE58B24B) | | |

| [PART IV](#s6B2FFD9F8875427C9AC1827503F48B92) | | |

| | [Signatures](#sDF8B45375D811DCDCC1E827504776949) | [62](#sDF8B45375D811DCDCC1E827504776949) |

We have [removed: 128] [added: 154] principal locations around the world to support our operations, of which [removed: 49] [added: 46] are manufacturing, assembly and testing facilities, and the remaining [removed: 79] [added: 108] locations provide sales, programming, service and administrative support functions.

The following table summarizes the size, location and usage of our principal properties as of December 31, [removed: 2017] [added: 2018] (amounts in thousands of square feet).

| | Canada | [removed: 30] [added: 51] | — | — |

| | Europe | [removed: 82] [added: 87] | [removed: —] [added: 3] | 16 |

| | Asia-Pacific | [removed: 116] [added: 34] | [removed: —] [added: 8] | — |

| | Canada | [removed: —] [added: 50] | [removed: 140] [added: —] | — |

| | Europe | [removed: 68] [added: 79] | [removed: 28] [added: 16] | — |

| | Asia-Pacific | [removed: 21] [added: 30] | — | — |

| | Mexico | — | [removed: 43] [added: —] | — |

| | U.S. | [removed: 18] [added: 103] | 260 | 478 |

| | Canada | [removed: 36 |] — | [added: 79 |] — |

| | Mexico | [removed: —] [added: 2] | 60 | — |

| | Canada | — | [removed: 56] [added: 116] | — |

| | Europe | [removed: 29] [added: 40] | [removed: 20] [added: 21] | 128 |

| | Asia-Pacific | [removed: —] [added: 25] | [removed: 28] [added: 4] | 33 |

| | U.S. | 1,611 | 121 | — |

| | Asia-Pacific | 129 | 13 | — |

| | U.S. | 359 | 268 | 120 |

| | Europe | 34 | 144 | 43 |

| | U.S. | — | 286 | — |

| | U.S. | 1,163 | 108 | — |

| | U.S. | 325 | 275 | 120 |

| | Europe | 13 | 136 | 43 |

| | U.S. | — | 322 | — |

Based on information available to us and our transfer agent, we believe that as of February [removed: 16, 2018] [added: 15, 2019] there were [removed: 136] [added: 145] record holders of our common stock.

In [removed: December 2017,] [added: November 2018,] our Board of Directors increased the quarterly dividend paid January 23, [removed: 2018] [added: 2019] to [removed: $0.4125] [added: $0.4625] per share from [removed: $0.35] [added: $0.4125] per share, an increase of [removed: 18%.][added: 12%.]

This is the [removed: twenty-fifth] [added: twenty-sixth] consecutive year in which Roper has increased its dividend.

Recent Sales of Unregistered Securities - In [removed: 2017,] [added: 2018,] there were no sales of unregistered securities.

The following graph compares, for the five year period ended December 31, [removed: 2017,] [added: 2018,] the cumulative total stockholder return for our common stock, the Standard and [removed: Poor's] [added: Poor’s] 500 Stock Index (the [removed: "S&P 500")] [added: “S&P 500”)] and the Standard and [removed: Poor's] [added: Poor’s] 500 Industrials Index (the [removed: "S&P] [added: “S&P] 500 [removed: Industrials").][added: Industrials”).]

Measurement points are the last trading day of each of our fiscal years ended December 31, [removed: 2012,] 2013, 2014, 2015, [removed: 2016] [added: 2016, 2017] and [removed: 2017.][added: 2018.]

The graph assumes that $100 was invested on December 31, [removed: 2012] [added: 2013] in our common stock, the S&P 500 and the S&P 500 Industrials and assumes reinvestment of any dividends.

| | [removed: 12/31/2012 | | | |] 12/31/2013 | | | | 12/31/2014 | | | | 12/31/2015 | | | | 12/31/2016 | | | | 12/31/2017 | | | [added: | 12/31/2018 | | |]

[removed: ][added: ]

| Roper Technologies, Inc. | $ | 100.00 | | | $ | 113.39 | | | $ | 138.48 | | | $ | 134.49 | | | $ | 191.49 | | | $ | 198.22 | |

| S&P 500 | 100.00 | | | | 113.69 | | | | 115.26 | | | | 129.05 | | | | 157.22 | | | | 150.33 | | |

| S&P 500 Industrials | 100.00 | | | | 109.83 | | | | 107.04 | | | | 127.23 | | | | 153.99 | | | | 133.53 | | |

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 2017 and 2016 quarters.

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

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

| | | High | | | | Low | | | | Cash Dividends Declared | | |

| 2017 | 4th Quarter | $ | 267.83 | | | $ | 243.45 | | | $ | 0.4125 | |

| | 3rd Quarter | 247.54 | | | | 226.81 | | | | 0.35 | | |

| | 2nd Quarter | 235.50 | | | | 204.62 | | | | 0.35 | | |

| | 1st Quarter | 214.44 | | | | 183.74 | | | | 0.35 | | |

| 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 | | |

| Roper Technologies, Inc. | $ | 100.00 | | | $ | 124.89 | | | $ | 141.61 | | | $ | 172.94 | | | $ | 167.96 | | | $ | 239.15 | |

| S&P 500 | 100.00 | | | | 132.39 | | | | 150.51 | | | | 152.59 | | | | 170.84 | | | | 208.14 | | |

| S&P 500 Industrials | 100.00 | | | | 140.68 | | | | 154.50 | | | | 150.59 | | | | 178.99 | | | | 216.64 | | |

You should read the table below in conjunction with [removed: "Management's] [added: “Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations"] [added: Operations”] and our Consolidated Financial Statements and related notes included in this Annual Report (amounts in [removed: thousands,] [added: millions,] except per share data).

| | [removed: 2017] [added: 2018] (1) | | | | [removed: 2016] [added: 2017] (2) | | | | [removed: 2015] [added: 2016] (3) | | | | [removed: 2014] [added: 2015] (4) | | | | [removed: 2013] [added: 2014] (5) | | |

| Basic earnings per share | $ | [removed: 9.51] [added: 9.15] | | | $ | [removed: 6.50] [added: 9.51] | | | $ | [removed: 6.92] [added: 6.50] | | | $ | [removed: 6.47] [added: 6.92] | | | $ | [removed: 5.43] [added: 6.47] | |

| Diluted earnings per share | $ | [removed: 9.39] [added: 9.05] | | | $ | [removed: 6.43] [added: 9.39] | | | $ | [removed: 6.85] [added: 6.43] | | | $ | [removed: 6.40] [added: 6.85] | | | $ | [removed: 5.37] [added: 6.40] | |

| Dividends declared per share | $ | [removed: 1.4625] [added: 1.7000] | | | $ | [removed: 1.2500] [added: 1.4625] | | | $ | [removed: 1.0500] [added: 1.2500] | | | $ | [removed: 0.8500] [added: 1.0500] | | | $ | [removed: 0.6950] [added: 0.8500] | |

| [removed: (1)] [added: (2)] | Includes results from the acquisitions of Phase Technology from June 21, 2017, Handshake Software, Inc. from August 4, 2017, Workbook Software A/S from September 15, 2017 and Onvia, Inc. from November 17, 2017. |

| [removed: (2)] [added: (3)] | 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. |

| [removed: (3)] [added: (4)] | 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. |

| [removed: (4)] [added: (5)] | Includes results from the acquisitions of Foodlink Holdings Inc. from July 2, 2014, Innovative Product Achievements LLC from August 5, 2014, Strategic Healthcare Programs Holdings LLC from August 14, 2014. |

| (6) | The Tax Cuts and Jobs Act of 2017 (“the Tax Act”) was signed into U.S. law on December 22, 2017, which was prior to the end of the Company’s 2017 reporting period and resulted in a one-time net income tax benefit of [removed: $215.4 million.] [added: $215.4.] |

| [removed: (7)] [added: (8)] | At December 31, 2017, there were $799 [removed: million] of senior notes, net of debt issuance costs, due October 1, 2018, and at December 31, 2016, there were $399 [removed: million] of senior notes, net of debt issuance costs, due November 15, 2017, thus requiring classification as short-term debt, included in working capital. |

| [removed: (8)] [added: (9)] | Total assets and Long-term debt, net of current portion [removed: for 2013 and] [added: as of December 31,] 2014 have been adjusted [added: by $12.7] due to the retrospective adoption of an accounting standard update which requires that our senior notes be shown net of debt issuance costs. [removed: The adjustment amounts were $12,749 and $15,861 for the years ended December 31, 2014 and 2013, respectively.] |

| Net revenues | $ | 5,191.2 | | | $ | 4,607.5 | | | $ | 3,789.9 | | | $ | 3,582.4 | | | $ | 3,549.5 | |

| Gross profit | 3,279.5 | | | | 2,864.8 | | | | 2,332.4 | | | | 2,164.6 | | | | 2,101.9 | | |

| Income from operations | 1,396.4 | | | | 1,210.2 | | | | 1,054.6 | | | | 1,027.9 | | | | 999.5 | | |

| Net earnings (6) | 944.4 | | | | 971.8 | | | | 658.6 | | | | 696.1 | | | | 646.0 | | |

| Cash and cash equivalents | $ | 364.4 | | | $ | 671.3 | | | $ | 757.2 | | | $ | 778.5 | | | $ | 610.4 | |

| Working capital (7) | (200.4 | | ) | | (140.4 | | ) | | (25.0 | | ) | | 126.2 | | | | 284.9 | | |

| Total assets (9) | 15,249.5 | | | | 14,316.4 | | | | 14,324.9 | | | | 10,168.4 | | | | 8,400.2 | | |

| Current portion of long-term debt (8) | 1.5 | | | | 800.9 | | | | 401.0 | | | | 6.8 | | | | 11.1 | | |

| Long-term debt, net of current portion (9) | 4,940.2 | | | | 4,354.6 | | | | 5,808.6 | | | | 3,264.4 | | | | 2,190.3 | | |

| Stockholders’ equity | 7,738.5 | | | | 6,863.6 | | | | 5,788.9 | | | | 5,298.9 | | | | 4,755.4 | | |

| (1) | Includes results from the acquisitions of Quote Software from January 2, 2018, PlanSwift Software from March 28, 2018, Smartbid from May 8, 2018, PowerPlan, Inc. from June 4, 2018, ConceptShare from June 7, 2018, BillBlast from July 10, 2018 and Avitru from December 31, 2018. |

| (7) | Net working capital equals current assets, excluding cash, less total current liabilities, excluding debt. |

| | |

| --- | --- |

| Net revenues | $ | 4,607,471 | | | $ | 3,789,925 | | | $ | 3,582,395 | | | $ | 3,549,494 | | | $ | 3,238,128 | |

| Gross profit | 2,864,796 | | | | 2,332,410 | | | | 2,164,646 | | | | 2,101,899 | | | | 1,882,928 | | |

| Income from operations | 1,210,244 | | | | 1,054,563 | | | | 1,027,918 | | | | 999,473 | | | | 842,361 | | |

| Net earnings (6) | 971,772 | | | | 658,645 | | | | 696,067 | | | | 646,033 | | | | 538,293 | | |

| Working capital (7) | $ | (270,007 | ) | | $ | 331,229 | | | $ | 897,919 | | | $ | 884,158 | | | $ | 730,246 | |

| Total assets (8) | 14,316,413 | | | | 14,324,927 | | | | 10,168,365 | | | | 8,400,185 | | | | 8,169,120 | | |

| Long-term debt, net of current portion (8) | 4,354,611 | | | | 5,808,561 | | | | 3,264,417 | | | | 2,190,282 | | | | 2,437,975 | | |

| Stockholders' equity | 6,863,564 | | | | 5,788,865 | | | | 5,298,947 | | | | 4,755,360 | | | | 4,213,050 | | |

| (5) | Includes results from the acquisitions of Managed Health Care Associates Inc. from May 1, 2013 and Advanced Sensors Ltd. from October 4, 2013. |

| [Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers [removed: LLP)](#sD7C338AB7F4ACE099CB28274EA8179A3)] [added: LLP)](#sD561F5D642C654BCA2394EF625A53FED)] | [removed: [29](#sD7C338AB7F4ACE099CB28274EA8179A3)] [added: [29](#sD561F5D642C654BCA2394EF625A53FED)] |

| [Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016](#s21013735528005BEBFA5827493C6083D)] [added: 2017](#sA776AC36AE7A54B086E21E40CE5825EE)] | [removed: [31](#s21013735528005BEBFA5827493C6083D)] [added: [31](#sA776AC36AE7A54B086E21E40CE5825EE)] |

| [Consolidated Statements of Earnings for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s6BB94A40FCC500E1433D82749421D692)] [added: 2016](#sDDD984134D255447925F11CE41901CD0)] | [removed: [32](#s6BB94A40FCC500E1433D82749421D692)] [added: [32](#sDDD984134D255447925F11CE41901CD0)] |

| [Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2017] [added: 2018] , [removed: 2016] [added: 2017] and [removed: 2015](#sB82535BA8F94D6BE7EA182749515C01F)] [added: 2016](#s938205BE68C351E5ACB30DDC15CA983E)] | [removed: [33](#sB82535BA8F94D6BE7EA182749515C01F)] [added: [33](#s938205BE68C351E5ACB30DDC15CA983E)] |

| [Consolidated Statements of [removed: Stockholders'] [added: Stockholders’] Equity for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sFE36ADF5711A06AC32CB82749579268E)] [added: 2016](#s123F0D447F2F51DC8959804AE0AC64CE)] | [removed: [34](#sFE36ADF5711A06AC32CB82749579268E)] [added: [34](#s123F0D447F2F51DC8959804AE0AC64CE)] |

| [Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#s09ADEACE79B702735D218274939DEF30)] [added: 2016](#sA1C4C67A36725BF785CBE1A2119EFF07)] | [removed: [35](#s09ADEACE79B702735D218274939DEF30)] [added: [35](#sA1C4C67A36725BF785CBE1A2119EFF07)] |

| [Notes to Consolidated Financial [removed: Statements](#s22AF446B0F4D82C4059E8274FB2622C9)] [added: Statements](#s6BB4ADEA5A645AC1BFD2928AEBA21A53)] | [removed: [36](#s22AF446B0F4D82C4059E8274FB2622C9)] [added: [36](#s6BB4ADEA5A645AC1BFD2928AEBA21A53)] |

| [Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015](#sD894EECDF8C2F0394C938274942A9AC0)] [added: 2016](#sFA2E4733671F56558C94DCD00FF4ED44)] | [removed: [58](#sD894EECDF8C2F0394C938274942A9AC0)] [added: [61](#sFA2E4733671F56558C94DCD00FF4ED44)] |

To the [added: Board of Directors and] Stockholders of Roper Technologies, Inc.:

We have audited the accompanying consolidated balance sheets of Roper Technologies, Inc. and its subsidiaries (the [removed: "Company")] [added: “Company”)] as of December 31, [removed: 2017,] [added: 2018] and [removed: 2016,] [added: 2017,] and the related consolidated statements of earnings, of comprehensive income, of [removed: stockholders'] [added: stockholders’] equity, and of cash flows for each of the three years in the period ended December 31, [removed: 2017,] [added: 2018,] including the related notes and financial statement schedule listed in the accompanying index (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended December 31, [removed: 2017] [added: 2018] 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: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management's Report on Internal Control over Financial [removed: Reporting.][added: Reporting appearing under Item 9A.]

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) [removed: ("PCAOB")] [added: (PCAOB)] and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded acquisitions completed in [removed: 2017] [added: 2018] from its assessment of internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] because they were acquired by the Company in [added: a] purchase business [removed: combinations] [added: combination] during [removed: 2017.][added: 2018.]

We have also excluded acquisitions completed in [removed: 2017] [added: 2018] from our audit of internal control over financial reporting.

These acquisitions are wholly-owned subsidiaries whose [removed: total] [added: aggregate] assets and [removed: total] [added: aggregate] revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% [added: and less than 2%, respectively,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2017.][added: 2018.]

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial [removed: statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are]

[added: statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are] being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]

(in [removed: thousands,] [added: millions,] except per share data)

| | [added: 2018 | | | |] 2017 | | | | 2016 | | |

| Income taxes receivable | [removed: 24,365] [added: 21.7] | | | | [removed: 31,679] [added: 24.4] | | |

[removed: |] Other [removed: current assets | 73,481 | | | | 55,851 | | |][added: Current Assets]

| Property, plant and equipment, net | [removed: 142,535] [added: 128.7] | | | | [removed: 141,318] [added: 142.5] | | |

| Other intangible assets, net | [removed: 3,475,218] [added: 3,842.1] | | | | [removed: 3,655,843] [added: 3,475.2] | | |

[removed: |] Other [removed: assets | 88,219 | | | | 73,503 | | |][added: Assets]

| Income taxes payable | [removed: 26,351] [added: 58.3] | | | | [removed: 22,762] [added: 26.4] | | |

| Current portion of long-term debt, net | [removed: 800,944] [added: 1.5] | | | | [removed: 400,975] [added: 800.9] | | |

| Long-term debt, net of current portion | [removed: 4,354,611] [added: 4,940.2] | | | | [removed: 5,808,561] [added: 4,354.6] | | |

| Preferred stock, $0.01 par value per share; [removed: 1,000] [added: 1.0] shares authorized; none outstanding | — | | | | — | | |

| Common stock, $0.01 par value per share; [removed: 350,000] [added: 350.0] shares authorized; [removed: 104,379] [added: 105.2] shares issued and [removed: 102,493] [added: 103.4] outstanding at December 31, [removed: 2017] [added: 2018] and [removed: 103,578] [added: 104.4] shares issued and [removed: 101,672] [added: 102.5] outstanding at December 31, [removed: 2016] [added: 2017] | [removed: 1,044] [added: 1.1] | | | | [removed: 1,036] [added: 1.0] | | |

| Accumulated other comprehensive loss | [removed: (186,214] [added: (243.3] | | ) | | [removed: (324,739] [added: (186.2] | | ) |

| Treasury stock, [removed: 1,886] [added: 1.9] shares at December 31, [removed: 2017] [added: 2018] and [removed: 1,906] [added: 1.9] shares at December 31, [removed: 2016] [added: 2017] | [removed: (18,706] [added: (18.5] | | ) | | [removed: (18,901] [added: (18.7] | | ) |

| Total liabilities and [removed: stockholders'] [added: stockholders’] equity | $ | [removed: 14,316,413] [added: 15,249.5] | | | $ | [removed: 14,324,927] [added: 14,316.4] | |

Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

(Dollar and share amounts in [removed: thousands,] [added: millions,] except per share data)

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Loss on extinguishment of debt | [removed: —] [added: 15.9] | | | | [removed: 871] [added: —] | | | | [removed: —] [added: 0.9] | | |

February 25, 2019

| | 2018 | | | | 2017 | | |

| Cash and cash equivalents | $ | 364.4 | | | $ | 671.3 | |

| Accounts receivable, net | 700.8 | | | | 641.7 | | |

| Inventories, net | 190.8 | | | | 204.9 | | |

| Unbilled receivables | 169.4 | | | | 143.6 | | |

| Current assets held for sale | 83.6 | | | | — | | |

| Total current assets | 1,610.7 | | | | 1,759.4 | | |

| Goodwill | 9,346.8 | | | | 8,820.3 | | |

| Deferred taxes | 52.2 | | | | 30.7 | | |

| Assets held for sale | 167.9 | | | | — | | |

| Total assets | $ | 15,249.5 | | | $ | 14,316.4 | |

| Accounts payable | $ | 165.3 | | | $ | 171.1 | |

| Accrued compensation | 248.3 | | | | 198.0 | | |

| Deferred revenue | 677.9 | | | | 566.4 | | |

| Other accrued liabilities | 258.0 | | | | 266.6 | | |

| Current liabilities held for sale | 38.9 | | | | — | | |

| Total current liabilities | 1,448.2 | | | | 2,029.4 | | |

| Deferred taxes | 931.1 | | | | 829.6 | | |

| Total liabilities | 7,511.0 | | | | 7,452.8 | | |

| Additional paid-in capital | 1,751.5 | | | | 1,602.9 | | |

| Retained earnings | 6,247.7 | | | | 5,464.6 | | |

| Total stockholders’ equity | 7,738.5 | | | | 6,863.6 | | |

| Net revenues | $ | 5,191.2 | | | $ | 4,607.5 | | | $ | 3,789.9 | |

| Cost of sales | 1,911.7 | | | | 1,742.7 | | | | 1,457.5 | | |

| Gross profit | 3,279.5 | | | | 2,864.8 | | | | 2,332.4 | | |

| Selling, general and administrative expenses | 1,883.1 | | | | 1,654.6 | | | | 1,277.8 | | |

| Income from operations | 1,396.4 | | | | 1,210.2 | | | | 1,054.6 | | |

| Interest expense, net | 182.1 | | | | 180.6 | | | | 111.6 | | |

| Earnings before income taxes | 1,198.4 | | | | 1,034.7 | | | | 940.6 | | |

| Income taxes | 254.0 | | | | 62.9 | | | | 282.0 | | |

| Net earnings | $ | 944.4 | | | $ | 971.8 | | | $ | 658.6 | |

| Basic | 103.2 | | | | 102.2 | | | | 101.3 | | |

| Diluted | 104.4 | | | | 103.5 | | | | 102.5 | | |

Years ended December 31, 2018, 2017 and 2016

(in millions)

| Net earnings | $ | 944.4 | | | $ | 971.8 | | | $ | 658.6 | |

| Foreign currency translation adjustments | (57.1 | | ) | | 138.5 | | | | (111.9 | | ) |

| Comprehensive income | $ | 887.3 | | | $ | 1,110.3 | | | $ | 546.7 | |

Years ended December 31, 2018, 2017 and 2016

| | |

| --- | --- |

Certified Public Accountants

February 23, 2018

| | | | | | | | |

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

| Cash and cash equivalents | $ | 671,327 | | | $ | 757,200 | |

| Accounts receivable, net | 641,662 | | | | 619,854 | | |

| Inventories, net | 204,933 | | | | 181,952 | | |

| Unbilled receivables | 143,634 | | | | 129,965 | | |

| Total current assets | 1,759,402 | | | | 1,776,501 | | |

| Goodwill | 8,820,313 | | | | 8,647,142 | | |

| Deferred taxes | 30,726 | | | | 30,620 | | |

| Total assets | $ | 14,316,413 | | | $ | 14,324,927 | |

| Accounts payable | $ | 171,073 | | | $ | 152,067 | |

| Accrued compensation | 198,020 | | | | 161,730 | | |

| Deferred revenue | 566,447 | | | | 488,399 | | |

| Other accrued liabilities | 266,574 | | | | 219,339 | | |

| Total current liabilities | 2,029,409 | | | | 1,445,272 | | |

| Deferred taxes | 829,657 | | | | 1,178,205 | | |

| Other liabilities | 239,172 | | | | 104,024 | | |

| Total liabilities | 7,452,849 | | | | 8,536,062 | | |

| Additional paid-in capital | 1,602,869 | | | | 1,489,067 | | |

| Retained earnings | 5,464,571 | | | | 4,642,402 | | |

| Total stockholders' equity | 6,863,564 | | | | 5,788,865 | | |

| Net revenues | $ | 4,607,471 | | | $ | 3,789,925 | | | $ | 3,582,395 | |

| Cost of sales | 1,742,675 | | | | 1,457,515 | | | | 1,417,749 | | |

| Gross profit | 2,864,796 | | | | 2,332,410 | | | | 2,164,646 | | |

| Selling, general and administrative expenses | 1,654,552 | | | | 1,277,847 | | | | 1,136,728 | | |

| Income from operations | 1,210,244 | | | | 1,054,563 | | | | 1,027,918 | | |

| Interest expense, net | 180,566 | | | | 111,559 | | | | 84,225 | | |

| Earnings before income taxes | 1,034,723 | | | | 940,652 | | | | 1,002,345 | | |

| Income taxes | 62,951 | | | | 282,007 | | | | 306,278 | | |

| Net earnings | $ | 971,772 | | | $ | 658,645 | | | $ | 696,067 | |

| Basic | 102,168 | | | | 101,291 | | | | 100,616 | | |

| Diluted | 103,522 | | | | 102,464 | | | | 101,597 | | |

(in thousands)

| Foreign currency translation adjustments | 138,525 | | | | (111,960 | | ) | | (139,789 | | ) |

| Unrecognized pension gain | — | | | | — | | | | (1,063 | | ) |

| Comprehensive income | $ | 1,110,297 | | | $ | 546,685 | | | $ | 555,215 | |

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: 2017.][added: 2018.]

Our internal control over financial reporting as of December 31, [removed: 2017] [added: 2018] 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: 2017] [added: 2018] from its assessment of internal control over financial reporting as of December 31, [removed: 2017.][added: 2018.]

These acquisitions are wholly-owned subsidiaries whose [added: excluded aggregate] assets [added: represent less than 1%,] and [added: whose aggregate total] revenues [removed: each] represent less than [removed: 1%] [added: 2%] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2017.][added: 2018.]

Based on this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2017.][added: 2018.]

There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2017] [added: 2018] 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: 2017] [added: 2018] 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 [removed: ("2018] [added: (“2019] Proxy [removed: Statement"),] [added: Statement”),] as specified below:

We incorporate the information required by this item by reference to our [removed: 2018] [added: 2019] Proxy Statement.

We incorporate the information required by this item by reference to our [removed: 2018] [added: 2019] Proxy Statement.

Other than the information set forth below, we incorporate the information required by this item by reference to our [removed: 2018] [added: 2019] Proxy Statement.

The following table provides information as of December 31, [removed: 2017] [added: 2018] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

| Restricted stock awards (2) | [removed: 858,996] [added: 0.739] | | | — | | | | | |

(All share amounts are in millions)

| Stock options | 3.205 | | | $ | 180.69 | | | | |

| Subtotal | 3.944 | | | | | | | 6.019 | |

| Total | 3.944 | | | $ | — | | | 6.019 | |

| Stock options | 3,195,864 | | | $ | 140.68 | | | | |

| Subtotal | 4,054,860 | | | | | | | 7,802,395 | |

| Total | 4,054,860 | | | $ | — | | | 7,802,395 | |

We incorporate the information required by this item by reference to our [removed: 2018] [added: 2019] Proxy Statement.

We incorporate the information required by this item by reference to our [removed: 2018] [added: 2019] Proxy Statement.

Consolidated Balance Sheets as of December 31, [removed: 2017] [added: 2018] and [removed: 2016][added: 2017]

Consolidated Statements of Earnings for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

| (2) | Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] |

| (b)3.2 | | | [Amended and Restated [removed: By-Laws.](http://www.sec.gov/Archives/edgar/data/882835/000095010315003223/dp55541_ex0302.htm)] [added: By-Laws.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000028/amendedandrestatedbylaws.htm)] |

| [removed: (c)4.2] [added: (d)4.2] | | | [Indenture between Registrant and [removed: SunTrust] [added: Wells Fargo] Bank, dated as of November [removed: 28, 2003.](http://www.sec.gov/Archives/edgar/data/882835/000095014403013310/g85607a1exv4w2.txt)] [added: 26, 2018.](http://www.sec.gov/Archives/edgar/data/882835/000119312518333512/d659878dex41.htm)] |

| [removed: (d)4.4] [added: (c)4.1] | | | [removed: [First Supplemental Indenture] [added: [Indenture] between Registrant and [removed: SunTrust] [added: Wells Fargo] Bank, dated as of [removed: December 29, 2003.](http://www.sec.gov/Archives/edgar/data/882835/000095014404000251/g86478exv4w1.txt)] [added: August 4, 2008.](http://www.sec.gov/Archives/edgar/data/882835/000088283508000026/indenture.htm)] |

| [removed: (g)4.7] [added: (e)4.7] | | | [Form of Note.](http://www.sec.gov/Archives/edgar/data/882835/000119312515387542/d78767dex42.htm) |

| [removed: (h)4.8] [added: (g)4.10] | | | [Form of [removed: 2.05%] [added: 3.125%] Senior Notes due [removed: 2018.](http://www.sec.gov/Archives/edgar/data/882835/000088283513000031/ex_4-1.htm)] [added: 2022.](http://www.sec.gov/Archives/edgar/data/882835/000088283512000055/ex_4-1.htm)] |

| [removed: (i)4.9] [added: (h)4.11] | | | [Form of [removed: 6.25%] [added: 3.00%] Senior Notes due [removed: 2019.](http://www.sec.gov/Archives/edgar/data/882835/000095010309002178/dp14677_ex0401.htm)] [added: 2020.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] |

| [removed: (j)4.10] [added: (i)4.13] | | | [Form of [removed: 3.125%] [added: 2.800%] Senior Notes due [removed: 2022.](http://www.sec.gov/Archives/edgar/data/882835/000088283512000055/ex_4-1.htm)] [added: 2021.](http://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] |

| [removed: (k)4.11] [added: (f)4.8] | | | [Form of [removed: 3.00%] [added: 3.650%] Senior Notes due [removed: 2020.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] [added: 2023.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] |

| [removed: (l)4.13] [added: 4.9] | | | [Form of [removed: 2.800%] [added: 4.200%] Senior Notes due [removed: 2021.](http://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] [added: 2028 (included in Exhibit 4.8).](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] |

| [removed: (m)10.01] [added: (j)10.01] | | | [Form of Amended and Restated Indemnification Agreement. †](http://www.sec.gov/Archives/edgar/data/882835/000093176399002509/0000931763-99-002509.txt) |

| [removed: (n)10.02] [added: (k)10.02] | | | [Employee Stock Purchase Plan, as amended and restated. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000017/ex10-1.htm) |

| [removed: (o)10.03] [added: (l)10.03] | | | [Non-Qualified Retirement Plan, as amended. †](http://www.sec.gov/Archives/edgar/data/882835/000088283509000004/ex10-6.htm) |

| [removed: (p)10.04] [added: (m)10.04] | | | [Brian D. Jellison Employment Agreement, dated as of December 29, 2008. †](http://www.sec.gov/Archives/edgar/data/882835/000088283509000004/ex10-7.htm) |

| [removed: (q)10.05] [added: (n)10.05] | | | [Credit Agreement, dated as of September 23, 2016 among Registrant, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Bank of America, N.A. as syndication agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mizuho Bank, Ltd., PNC Bank, National Association, SunTrust Bank and TD Bank, N.A. as co-documentation agents.](http://www.sec.gov/Archives/edgar/data/882835/000095010316016520/dp68887_ex1001.htm) |

| [removed: (r)10.06] [added: (o)10.06] | | | [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.](http://www.sec.gov/Archives/edgar/data/882835/000119312516787533/d311609dex101.htm) |

| [removed: (s)10.07] [added: (r)10.11] | | | [Offer letter [removed: for] [added: to] John [removed: Humphrey, dated March 31, 2006. †](http://www.sec.gov/Archives/edgar/data/882835/000088283506000015/ex10-1cfo_offer.htm)] [added: K. Stipancich. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm)] |

| [removed: (t)10.08] [added: (p)10.07] | | | [Amended and Restated 2006 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312512194999/d335097ddef14a.htm) |

| [removed: (u)10.09] [added: (q)10.08] | | | [Form of Restricted Stock Agreement for Non-Employee Directors. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex102.htm) |

| [removed: (u)10.10] [added: (q)10.9] | | | [Form of Restricted Stock Agreement for Employees. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex103.htm) |

| [removed: (u)10.11] [added: (q)10.10] | | | [Form of Non-Statutory Stock Option Agreement. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex104.htm) |

| [removed: (w)10.13] [added: (y)10.22] | | | [Offer [removed: letter] [added: Letter] to [removed: John K. Stipancich. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm)] [added: Neil Hunn. †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm)] |

| [removed: (x)10.14] [added: (s)10.12] | | | [Form of director and officer indemnification agreement. [removed: †](http://www.sec.gov/Archives/edgar/data/882835/000088283515000028/indemnification.htm)] [added: †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm)] |

| [removed: (y)10.15] [added: (t)10.13] | | | [2016 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312516556402/d81578ddef14a.htm) |

| [removed: (z)10.16] [added: (u)10.14] | | | [Amendment No. 1 to the 2016 Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm) |

| [removed: (aa)10.17] [added: (v)10.15] | | | [Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan.](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm) |

| [removed: (bb)10.18] [added: 10.16] | | | [Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive [removed: Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-23.htm)] [added: Plan, filed herewith.†](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm)] |

| [removed: (cc)10.19] [added: 10.20] | | | [Form of Restricted Stock [added: Unit] Award [removed: Agreement,] [added: Agreement for Non-Employee Directors,] under the 2016 Incentive [removed: Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-24.htm)] [added: Plan (included in Exhibit 10.19).](http://www.sec.gov/Archives/edgar/data/882835/000088283516000046/ex10-2.htm)] |

| [removed: (dd)10.20] [added: (w)10.19] | | | [Director Compensation Plan, under 2016 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000088283516000046/ex10-2.htm) |

| [removed: 10.21] [added: 10.17] | | | [Form of Restricted Stock [removed: Unit] Award [removed: Agreement for Non-Employee Directors,] [added: Agreement,] under the 2016 Incentive [removed: Plan (included in Exhibit 10.20).](http://www.sec.gov/Archives/edgar/data/882835/000088283516000046/ex10-2.htm)] [added: Plan, filed herewith.†](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm)] |

| [removed: 10.22] [added: (y)10.23] | | | [Offer Letter to [removed: Neil Hunn, filed herewith. †](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm)] [added: Robert Crisci. †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1023.htm)] |

| 21.1 | | | [List of Subsidiaries, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex211.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/a201810-kex211.htm)] |

| 23.1 | | | [Consent of Independent Registered Public Accountants, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex231.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/a201810-kex231.htm)] |

| 31.1 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex311.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/a201810-kex311.htm)] |

| 31.2 | | | [Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex312.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/a201810-kex312.htm)] |

| 10.18 | | | [Form of Performance Based Restricted Stock Award Agreement, under the 2016 Incentive Plan, filed herewith.†](https://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm) |

| (x)10.21 | | | [First Amendment to the Roper Technologies, Inc. Director Compensation Plan](http://www.sec.gov/Archives/edgar/data/882835/000088283518000020/a2018q1exhibit101.htm). |

| 4.3 | | | [Form of Debt Securities (included in Exhibit 4.2).](http://www.sec.gov/Archives/edgar/data/882835/000095014403013310/g85607a1exv4w2.txt) |

| (e)4.5 | | | [Second Supplemental Indenture between Registrant and SunTrust Bank, dated as of December 7, 2004.](http://www.sec.gov/Archives/edgar/data/882835/000119312504208810/dex41.htm) |

| (f)4.6 | | | [Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.](http://www.sec.gov/Archives/edgar/data/882835/000088283508000026/indenture.htm) |

| (v)10.12 | | | [Amendment to John Humphrey offer letter. †](http://www.sec.gov/Archives/edgar/data/882835/000088283509000004/ex10-21.htm) |

| 10.23 | | | [Offer Letter to Robert Crisci, filed herewith. †](https://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1023.htm) |

| z) | | | Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). |

| aa) | | | Incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). |

| bb) | | | Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). |

| cc) | | | Incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). |

| dd) | | | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed August 5, 2016 (file no. 1-12273). |

| | | [removed: Brian D. Jellison,] [added: L. Neil Hunn,] President and Chief Executive Officer | |

| /S/ [removed: BRIAN D. JELLISON] [added: L. NEIL HUNN] | | [removed: President,] [added: President and] Chief Executive Officer [removed: and] | |

| [removed: Brian D. Jellison] [added: Wilbur J. Prezzano] | | Chairman of the Board of Directors | February [removed: 23, 2018] [added: 25, 2019] |

| [added: L. Neil Hunn] | | (Principal Executive Officer) | [added: February 25, 2019] |

| /S/ ROBERT C. CRISCI | | [added: Executive] Vice [removed: President,] [added: President and] Chief Financial Officer | |

| Robert C. Crisci | | (Principal Financial Officer) | February [removed: 23, 2018] [added: 25, 2019] |

| Jason P. Conley | | (Principal Accounting Officer) | February [removed: 23, 2018] [added: 25, 2019] |

| Amy Woods Brinkley | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| John F. Fort, III | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| Robert D. Johnson | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| Robert E. Knowling | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| Laura G. Thatcher | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| Richard F. Wallman | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| Christopher Wright | | Director | February [removed: 23, 2018] [added: 25, 2019] |

| By: | | /S/ L. Neil Hunn | February 25, 2019 |

| /S/ SHELLYE L. ARCHAMBEAU | | | |

| Shellye L. Archambeau | | Director | February 25, 2019 |

| | | | |

| By: | | /S/ BRIAN D. JELLISON | February 23, 2018 |

| Wilbur J. Prezzano | | Director | February 23, 2018 |