UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM 10-Q
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016.
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from                    to                 .

Commission File Number   1-12273
 
ROPER TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
 
Delaware
(State or other jurisdiction of incorporation or organization)
 
51-0263969
(I.R.S. Employer Identification No.)
 
 
 
6901 Professional Pkwy. East, Suite 200
Sarasota, Florida
(Address of principal executive offices)
 
 
34240
(Zip Code)
 
(941) 556-2601
(Registrant's telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes    No
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). 
 Yes    No
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
 
   Large accelerated filer
 Accelerated filer
 
 
 Non-accelerated filer
(do not check if smaller reporting company)
 Smaller reporting company
 
Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes    No
 
The number of shares outstanding of the Registrant's common stock as of July 29, 2016 was 101,340,384.


ROPER TECHNOLOGIES, INC.
 
REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2016
 
TABLE OF CONTENTS
 
 
 
Page
PART I.
FINANCIAL INFORMATION
 
 
 
 
Item 1.
Financial Statements (unaudited):
 
 
 
 
 
Condensed Consolidated Statements of Earnings
3
 
 
 
 
Condensed Consolidated Statements of Comprehensive Income
4
 
 
 
 
Condensed Consolidated Balance Sheets
5
 
 
 
 
Condensed Consolidated Statements of Cash Flows
6
 
 
 
 
Condensed Consolidated Statement of Changes in Stockholders' Equity
7
 
 
 
 
Notes to Condensed Consolidated Financial Statements
8
 
 
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
 16
 
 
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
 23
 
 
 
Item 4.
Controls and Procedures
 23
 
 
 
PART II.
OTHER INFORMATION
 
 
 
 
Item 1.
Legal Proceedings
 24
 
 
 
Item 1A.
Risk Factors
 24
 
 
 
Item 6.
Exhibits
 24
 
 
 
 
Signatures
 25

2

PART I. FINANCIAL INFORMATION
 
ITEM 1.  FINANCIAL STATEMENTS
 
Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(in thousands, except per share data)
 
 
 
Three months ended
   
Six months ended
 
   
June 30,
   
June 30,
 
 
 
2016
   
2015
   
2016
   
2015
 
Net sales
 
$
931,558
   
$
889,541
   
$
1,833,981
   
$
1,754,822
 
Cost of sales
   
364,038
     
355,630
     
706,942
     
702,750
 
Gross profit
   
567,520
     
533,911
     
1,127,039
     
1,052,072
 
 
                               
Selling, general and administrative expenses
   
314,442
     
281,937
     
628,970
     
553,202
 
Income from operations
   
253,078
     
251,974
     
498,069
     
498,870
 
 
                               
Interest expense, net
   
26,863
     
20,177
     
54,276
     
40,013
 
Other expense, net
   
(1,334
)
   
(1,520
)
   
(1,463
)
   
(2,199
)
 
                               
Earnings before income taxes
   
224,881
     
230,277
     
442,330
     
456,658
 
 
                               
Income taxes
   
66,812
     
58,997
     
132,845
     
129,605
 
 
                               
Net earnings
 
$
158,069
   
$
171,280
   
$
309,485
   
$
327,053
 
 
                               
 
                               
Net earnings per share:
                               
Basic
 
$
1.56
   
$
1.70
   
$
3.06
   
$
3.26
 
Diluted
   
1.54
     
1.69
     
3.02
     
3.22
 
 
                               
Weighted average common shares outstanding:
                               
Basic
   
101,249
     
100,573
     
101,160
     
100,475
 
Diluted
   
102,466
     
101,569
     
102,376
     
101,468
 
 
                               
Dividends declared per common share
 
$
0.30
   
$
0.25
   
$
0.60
   
$
0.50
 

See accompanying notes to condensed consolidated financial statements.
3

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (unaudited)
(in thousands)
 

   
Three months ended
   
Six months ended
 
 
 
June 30,
   
June 30,
 
 
 
2016
   
2015
   
2016
   
2015
 
Net earnings
 
$
158,069
   
$
171,280
   
$
309,485
   
$
327,053
 
 
                               
Other comprehensive income/(loss), net of tax:
                               
Foreign currency translation adjustments
   
(46,470
)
   
37,212
     
(44,727
)
   
(54,798
)
Post-retirement benefit plan adjustments
   
-
     
-
     
-
     
(1,063
)
 
                               
Total other comprehensive income/(loss), net of tax
   
(46,470
)
   
37,212
     
(44,727
)
   
(55,861
)
 
                               
Comprehensive income
 
$
111,599
   
$
208,492
   
$
264,758
   
$
271,192
 
 
See accompanying notes to condensed consolidated financial statements.
4

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(in thousands)
 
 
 
June 30,
   
December 31,
 
   
2016
   
2015
 
ASSETS:
           
 
           
Cash and cash equivalents
 
$
622,294
   
$
778,511
 
Accounts receivable, net
   
509,437
     
488,271
 
Inventories, net
   
191,390
     
189,868
 
Unbilled receivables
   
119,053
     
122,042
 
Prepaid income taxes
   
62,120
     
-
 
Other current assets
   
45,879
     
39,355
 
Total current assets
   
1,550,173
     
1,618,047
 
 
               
Property, plant and equipment, net
   
104,282
     
105,510
 
Goodwill
   
5,973,770
     
5,824,726
 
Other intangible assets, net
   
2,581,293
     
2,528,996
 
Deferred taxes
   
30,506
     
31,532
 
Other assets
   
57,094
     
59,554
 
 
               
Total assets
 
$
10,297,118
   
$
10,168,365
 
 
               
LIABILITIES AND STOCKHOLDERS' EQUITY:
               
 
               
Accounts payable
 
$
135,598
   
$
139,737
 
Accrued compensation
   
103,267
     
119,511
 
Deferred revenue
   
280,984
     
267,030
 
Other accrued liabilities
   
186,124
     
168,513
 
Income taxes payable
   
21,182
     
18,532
 
Current portion of long-term debt, net
   
5,886
     
6,805
 
Total current liabilities
   
733,041
     
720,128
 
 
               
Long-term debt, net of current portion
   
3,086,263
     
3,264,417
 
Deferred taxes
   
834,599
     
810,856
 
Other liabilities
   
92,198
     
74,017
 
Total liabilities
   
4,746,101
     
4,869,418
 
 
               
Commitments and contingencies (Note 10)
               
 
               
Common stock
   
1,033
     
1,028
 
Additional paid-in capital
   
1,467,227
     
1,419,262
 
Retained earnings
   
4,359,258
     
4,110,530
 
Accumulated other comprehensive earnings
   
(257,506
)
   
(212,779
)
Treasury stock
   
(18,995
)
   
(19,094
)
Total stockholders' equity
   
5,551,017
     
5,298,947
 
 
               
Total liabilities and stockholders' equity
 
$
10,297,118
   
$
10,168,365
 
 
See accompanying notes to condensed consolidated financial statements.
5

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(in thousands)
 
 
 
Six months ended June 30,
 
 
 
2016
   
2015
 
Cash flows from operating activities:
           
Net earnings
 
$
309,485
   
$
327,053
 
Adjustments to reconcile net earnings to cash flows from operating activities:
               
Depreciation and amortization of property, plant and equipment
   
19,052
     
19,417
 
Amortization of intangible assets
   
99,719
     
78,758
 
Amortization of deferred financing costs
   
2,717
     
2,002
 
Non-cash stock compensation
   
39,092
     
29,438
 
Changes in operating assets and liabilities, net of acquired businesses:
               
Accounts receivable
   
(13,956
)
   
40,860
 
Unbilled receivables
   
3,754
     
(11,172
)
Inventories
   
(104
)
   
(7,972
)
Accounts payable and accrued liabilities
   
2,282
     
(3,623
)
Income taxes
   
(77,931
)
   
(36,257
)
Other, net
   
(7,278
)
   
(5,556
)
Cash provided by operating activities
   
376,832
     
432,948
 
 
               
Cash flows from investing activities:
               
Acquisitions of businesses, net of cash acquired
   
(274,968
)
   
(589,727
)
Capital expenditures
   
(18,348
)
   
(20,673
)
Proceeds from sale of assets
   
758
     
594
 
Other, net
   
(679
)
   
(4,522
)
Cash used in investing activities
   
(293,237
)
   
(614,328
)
 
               
Cash flows from financing activities:
               
Borrowings/(payments) under revolving line of credit, net
   
(180,000
)
   
315,000
 
Principal payments on convertible notes
   
(289
)
   
(3,884
)
Cash premiums paid on convertible note conversions
   
(915
)
   
(12,721
)
Debt issuance costs
   
(63
)
   
-
 
Cash dividends to stockholders
   
(60,383
)
   
(50,099
)
Proceeds from stock based compensation, net
   
8,516
     
15,315
 
Stock award tax excess windfall benefit
   
-
     
8,781
 
Treasury stock sales
   
1,715
     
1,477
 
Other
   
(558
)
   
(628
)
Cash provided by/(used in) financing activities
   
(231,977
)
   
273,241
 
 
               
Effect of foreign currency exchange rate changes on cash
   
(7,835
)
   
(23,720
)
 
               
Net increase/(decrease) in cash and cash equivalents
   
(156,217
)
   
68,141
 
 
               
Cash and cash equivalents, beginning of period
   
778,511
     
610,430
 
 
               
Cash and cash equivalents, end of period
 
$
622,294
   
$
678,571
 
 
See accompanying notes to condensed consolidated financial statements.

6

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statement of Changes in Stockholders' Equity (unaudited)
(in thousands)

 
 
Common
stock
   
Additional
paid-in
capital
   
Retained
earnings
   
Accumulated
other
comprehensive
earnings
   
Treasury
stock
   
Total
 
Balances at December 31, 2015
 
$
1,028
   
$
1,419,262
   
$
4,110,530
   
$
(212,779
)
 
$
(19,094
)
 
$
5,298,947
 
 
                                               
Net earnings
   
-
     
-
     
309,485
     
-
     
-
     
309,485
 
Stock option exercises
   
1
     
9,962
     
-
     
-
     
-
     
9,963
 
Treasury stock sold
   
-
     
1,616
     
-
     
-
     
99
     
1,715
 
Currency translation adjustments, net of $3,025 tax
   
-
     
-
     
-
     
(44,727
)
   
-
     
(44,727
)
Stock based compensation
   
-
     
38,677
     
-
     
-
     
-
     
38,677
 
Restricted stock activity
   
4
     
(1,451
)
   
-
     
-
     
-
     
(1,447
)
Conversion of senior subordinated convertible notes, net of $76 tax
   
-
     
(839
)
   
-
     
-
     
-
     
(839
)
Dividends declared
   
-
     
-
     
(60,757
)
   
-
     
-
     
(60,757
)
Balances at June 30, 2016
 
$
1,033
   
$
1,467,227
   
$
4,359,258
   
$
(257,506
)
 
$
(18,995
)
 
$
5,551,017
 
 
See accompanying notes to condensed consolidated financial statements.
7

Roper Technologies, Inc. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (unaudited)
June 30, 2016


1. Basis of Presentation
 
The accompanying condensed consolidated financial statements for the three and six months ended June 30, 2016 and 2015 are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income and cash flows of Roper Technologies, Inc. and its subsidiaries ("Roper" or the "Company") for all periods presented. The December 31, 2015 financial position data included herein was derived from the audited consolidated financial statements included in the 2015 Annual Report on Form 10-K ("Annual Report") filed on February 26, 2016 with the Securities and Exchange Commission ("SEC") but does not include all disclosures required by U.S. generally accepted accounting principles ("GAAP").

In the first quarter of 2016, Roper early adopted the provisions of an accounting standards update ("ASU") which affected the accounting for share-based payment awards.  The provisions changed the reporting of excess tax benefits and tax deficiencies so that they are now reported in the income statement instead of additional paid-in capital, and the related cash flows are classified as operating activities as compared to the previous classification of financing activities. See Note 2 for additional information regarding the ASU.
 
Roper's management has made estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.
 
The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited condensed consolidated financial statements in conjunction with Roper's consolidated financial statements and the notes thereto included in its Annual Report.

2. Recent Accounting Pronouncements

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

Recently Adopted Accounting Pronouncements

In Mar ch 2016, the FASB issued an update on stock compensation.  The ASU simplifies several aspects of the accounting for employee share-based payment transactions, 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 Company elected to early adopt this standard on a prospective basis in the quarter ended March 31, 2016. The impact of the early adoption resulted in the following:

· The Company recorded a tax benefit of $4.2 million and $5.5 million within income tax expense for the three and six month periods ended June 30, 2016, respectively, 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 could create volatility in 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.

8
· 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 284,704 and 284,756 shares for the three and six month periods ended June 30, 2016, respectively.

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

In September 2015, the FASB issued an update providing guidance to simplify the accounting for measurement period adjustments. This update, effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years, requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. The Company adopted the update effective January 1, 2016.  The update did not have a material impact on its results of operations, financial condition or cash flows.

In April 2015, the FASB issued an update providing guidance to determine whether the fee paid by an entity for a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the software license element of the arrangement should be accounted for consistently with the acquisition of other software licenses. A cloud computing arrangement that does not include a software license should be accounted for as a service contract.  The update is effective for annual periods beginning after December 15, 2015, and may be adopted prospectively or retrospectively.  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.

In June 2014, the FASB issued an update to the accounting for stock compensation. This update, effective for fiscal years beginning after December 15, 2015, modifies the accounting for share-based payments when the terms of an award provide that a performance target could be achieved after the requisite service period. 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 February 2016, the FASB issued an update on lease accounting. The update, effective for annual reporting periods after December 15, 2018, including interim periods within those annual periods, provides amendments to current lease accounting.  These amendments include the recognition of lease assets and lease liabilities on the balance sheet and disclosing other key information about leasing arrangements. The Company is evaluating the impact of the update on its results of operations, financial condition and cash flows.

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

In May 2014, the FASB issued updates on accounting and disclosures for revenue from contracts with customers. These updates, effective for annual reporting periods after December 15, 2017, create a single, comprehensive revenue recognition model for all contracts with customers. The model is based on changes in contract assets (rights to receive consideration) and liabilities (obligations to provide a good or service). Revenue will be recognized based on the satisfaction of performance obligations, which occurs when control of a good or service transfers to a customer. The Company is evaluating the impact of these updates on its results of operations, financial condition and cash flows.

9
3. Earnings Per Share
 
Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share were calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective period. Potentially dilutive common stock consisted of stock options and the premium over the conversion price on Roper's senior subordinated convertible notes based upon the trading price of Roper's common stock.  Effective January 1, 2016, Roper adopted an ASU (see Note 2) on a prospective basis which increased the number of potentially dilutive stock options as there is no longer a tax benefit in the calculation of dilutive stock options.  The effects of potential common stock were determined using the treasury stock method.  Weighted average shares outstanding are shown below (in thousands):

   
Three months ended June 30,
   
Six months ended June 30,
 
   
2016
   
2015
   
2016
   
2015
 
Basic shares outstanding
   
101,249
     
100,573
     
101,160
     
100,475
 
Effect of potential common stock:
                               
Common stock awards
   
1,143
     
909
     
1,142
     
884
 
Senior subordinated convertible notes
   
74
     
87
     
74
     
109
 
Diluted shares outstanding
   
102,466
     
101,569
     
102,376
     
101,468
 

For the three and six months ended June 30, 2016 there were 1,027,350 and 1,057,350 outstanding stock options, respectively, that were not included in the determination of diluted earnings per share because doing so would have been antidilutive, as compared to 457,305 and 651,805 outstanding stock options, respectively, that would have been antidilutive for the three and six months ended June 30, 2015.

4.    Business Acquisitions

Roper completed three business acquisitions in the six months ended June 30, 2016, with an aggregate purchase price of $283 million using cash on hand.  The results of operations of the acquired companies have been included in Roper's consolidated results since the date of each acquisition.  Supplemental pro forma information has not been provided as the acquisitions did not have a material impact on Roper's consolidated results of operations individually or in aggregate.

On January 7, 2016, Roper acquired 100% of the shares of CliniSys Group, Ltd. ("CliniSys"), a provider of clinical laboratory software headquartered in the United Kingdom.

On March 17, 2016, Roper acquired the assets of PCI Medical, LLC, a provider of medical probe and scope disinfection products.

On April 1, 2016, the Company acquired 100% of the shares of GeneInsight, Inc., a provider of software for managing the analysis, interpretation and reporting of genetic tests.

All three acquisitions are reported in the Medical & Scientific Imaging segment and were acquired to enhance existing platforms and product lines.

The Company recorded $163 million in goodwill and $163 million of other identifiable intangibles in connection with the acquisitions; however, purchase price allocations are preliminary pending final tax-related adjustments.  Of the $163 million intangible assets acquired, $10 million was assigned to trade names which have an indefinite life and therefore not subject to amortization.  The remaining $153 million of acquired intangible assets have a weighted average useful life of 16 years.  The amortizable intangible assets include customer relationships of $97 million (20 year weighted average useful life) and unpatented technology of $56 million (9 year weighted average useful life).

10
5. Stock Based Compensation
 
The Roper Technologies, Inc. 2016 Incentive Plan ("2016 Plan") is a stock-based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to Roper's employees, officers and directors.  The 2016 Plan was approved by shareholders at the Annual Meeting of Shareholders on May 27, 2016. The 2016 Plan replaces the Roper Technologies, Inc. Amended and Restated 2006 Incentive Plan ("2006 Plan"), and no additional grants will be made from the 2006 Plan.

Roper's stock purchase plan allows employees in the U.S. and Canada to designate up to 10% of eligible earnings to purchase Roper's common stock at a 5% discount to the average closing price of the stock at the beginning and end of a quarterly offering period. Common stock sold to employees may be either treasury stock, stock purchased on the open market, or newly issued shares.

The following table provides information regarding the Company's stock-based compensation expense (in thousands):
 
 
Three months ended June 30,
 
Six months ended June 30,
 
 
2016
 
2015
 
2016
 
2015
 
Stock based compensation
 
$
20,113
   
$
15,637
   
$
39,092
   
$
29,438
 
Tax effect recognized in net income
   
7,040
     
5,473
     
13,682
     
10,303
 
Windfall tax benefit/(shortfall), net
   
-
     
4,648
     
-
     
8,755
 

Windfall tax benefits are no longer calculated due to the adoption of the ASU related to stock compensation (see Note 2), as all tax benefits are recognized in net income.

Stock Options - In the six months ended June 30, 2016, 584,500 options were granted with a weighted average fair value of $34.44 per option. During the same period in 2015, 559,055 options were granted with a weighted average fair value of $33.88 per option. All options were issued at grant date fair value, which is defined by both the 2016 Plan and the 2006 Plan as the closing price of Roper's common stock on the date of grant.
 
Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following weighted average assumptions were used to estimate the fair value of options granted during current and prior year periods using the Black-Scholes option-pricing model:

 
 
Six months ended June 30,
 
 
 
2016
   
2015
 
Risk-free interest rate (%)
   
1.39
     
1.52
 
Expected option life (years)
   
5.20
     
5.10
 
Expected volatility (%)
   
21.63
     
22.27
 
Expected dividend yield (%)
   
0.70
     
0.62
 

Cash received from option exercises for the six months ended June 30, 2016 and 2015 was $10.0 million and $17.0 million, respectively.
 
Restricted Stock Awards - During the six months ended June 30, 2016, 378,180 restricted stock awards were granted with a weighted average grant date fair value of $168.68 per restricted share. During the same period in 2015, 345,975 restricted stock awards were granted with a weighted average grant date fair value of $152.72 per restricted share. All grants were issued at grant date fair value.
 
During the six months ended June 30, 2016, 52,022 restricted awards vested with a weighted average grant date fair value of $140.70 per restricted share, and a weighted average vest date fair value of $171.98 per restricted share.
 
Employee Stock Purchase Plan - During the six months ended June 30, 2016 and 2015, participants in the employee stock purchase plan purchased 9,964 and 9,370 shares, respectively, of Roper's common stock for total consideration of $1.72 million and $1.48 million, respectively. All shares were purchased from Roper's treasury shares.

11
6. Inventories

The components of inventory were as follows (in thousands):
 
 
 
June 30, 2016
   
December 31,
2015
 
Raw materials and supplies
 
$
119,042
   
$
120,811
 
Work in process
   
24,512
     
22,979
 
Finished products
   
84,086
     
80,118
 
Inventory reserves
   
(36,250
)
   
(34,040
)
 
 
$
191,390
   
$
189,868
 
 
7. Goodwill and Other Intangible Assets

The carrying value of goodwill by segment was as follows (in thousands):
 
 
 
Medical &
Scientific Imaging
   
RF Technology
   
Industrial
Technology
   
Energy Systems
& Controls
   
Total
 
Balances at December 31, 2015
 
$
3,039,197
   
$
1,993,299
   
$
374,033
   
$
418,197
   
$
5,824,726
 
Goodwill acquired
   
163,400
     
-
     
-
     
-
     
163,400
 
Other
   
(977
)
   
3,594
     
-
     
-
     
2,617
 
Currency translation adjustments
   
(2,022
)
   
(8,696
)
   
(3,149
)
   
(3,106
)
   
(16,973
)
Balances at June 30, 2016
 
$
3,199,598
   
$
1,988,197
   
$
370,884
   
$
415,091
   
$
5,973,770
 

Other relates primarily to tax purchase accounting and working capital adjustments for 2015 acquisitions.
 
12
Other intangible assets were comprised of (in thousands):
 
 
 
Cost
   
Accumulated
amortization
   
Net book
value
 
Assets subject to amortization:
                 
Customer related intangibles
 
$
2,448,509
   
$
(602,615
)
 
$
1,845,894
 
Unpatented technology
   
270,170
     
(117,405
)
   
152,765
 
Software
   
161,201
     
(44,298
)
   
116,903
 
Patents and other protective rights
   
24,160
     
(18,659
)
   
5,501
 
Backlog
   
700
     
(700
)
   
-
 
Trade names
   
595
     
(122
)
   
473
 
Assets not subject to amortization:
                       
Trade names
   
407,460
     
-
     
407,460
 
Balances at December 31, 2015
 
$
3,312,795
   
$
(783,799
)
 
$
2,528,996
 
Assets subject to amortization:
                       
Customer related intangibles
 
$
2,520,022
   
$
(653,024
)
 
$
1,866,998
 
Unpatented technology
   
294,398
     
(129,555
)
   
164,843
 
Software
   
174,492
     
(46,215
)
   
128,277
 
Patents and other protective rights
   
23,894
     
(19,486
)
   
4,408
 
Trade names
   
529
     
(132
)
   
397
 
Assets not subject to amortization:
                       
Trade names
   
416,370
     
-
     
416,370
 
Balances at June 30, 2016
 
$
3,429,705
   
$
(848,412
)
 
$
2,581,293
 

Amortization expense of other intangible assets was $98,745 and $77,640 during the six months ended June 30, 2016 and 2015, respectively.
 
An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There have been no events or changes in circumstances which indicate an interim impairment review is required in 2016. The Company expects to perform the annual analysis during the fourth quarter.
 
8. Debt

Roper's 3.75% senior subordinated convertible notes due 2034 became convertible on January 15, 2009.  During the six months ended June 30, 2016, 564 notes were converted by note holders for $1.2 million in cash.  No gain or loss was recorded upon these conversions.  In addition, a related $0.1 million deferred tax liability associated with excess deductions recorded for tax purposes was relieved to additional paid-in capital upon the conversions.
 
At June 30, 2016, the conversion price on the remaining outstanding notes was $521.19 per note.  If converted at June 30, 2016, the value would have exceeded the $4 million principal amount of the outstanding notes by $12 million and could have resulted in the issuance of 72,855 shares of Roper's common stock.

13
9. Fair Value of Financial Instruments

Roper's debt at June 30, 2016 included $3.1 billion of fixed-rate senior notes with the following fair values (in millions):
 
$400 million 1.850% senior notes due 2017
 
$
402
 
$800 million 2.050% senior notes due 2018
   
810
 
$500 million 6.250% senior notes due 2019
   
565
 
$600 million 3.000% senior notes due 2020
   
622
 
$500 million 3.125% senior notes due 2022
   
511
 
$300 million 3.850% senior notes due 2025
   
323
 

The fair values of the senior notes are based on the trading prices of the notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy.  Short-term debt at June 30, 2016 included $4 million of fixed-rate convertible notes which were at fair value due to the ability of note holders to exercise the conversion option of the notes.

10. Contingencies
 
Roper, in the ordinary course of business, is the subject of, or a party to, various pending or threatened legal actions, including product liability and employment practices. It is vigorously contesting all lawsuits that, in general, are based upon claims of the kind that have been customary over the past several years. After analyzing the Company's contingent liabilities on a gross basis and, based upon past experience with resolution of its product liability and employment practices claims and the limits of the primary, excess, and umbrella liability insurance coverages that are available with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper's consolidated financial position, results of operations or cash flows.
 
Over recent years there has been an increase in certain U.S. states in asbestos-related litigation claims against numerous industrial companies. Roper or its subsidiaries have been named defendants in some such cases. No significant resources have been required by Roper to respond to these cases and the Company believes it has valid defenses to such claims and, if required, intends to defend them vigorously. Given the state of these claims it is not possible to determine the potential liability, if any.

Roper's consolidated financial statements include accruals for potential product liability and warranty claims based on its claims experience. Such costs are accrued at the time revenue is recognized. A summary of the warranty accrual activity for the six months ended June 30, 2016 is presented below (in thousands):
 
Balance at December 31, 2015
 
$
10,183
 
Additions charged to costs and expenses
   
9,086
 
Deductions
   
(8,832
)
Other
   
44
 
Balances at June 30, 2016
 
$
10,481
 

14

11. Business Segments

Sales and operating profit by industry segment are set forth in the following table (dollars in thousands):
 
 
 
Three months ended June 30,
         
Six months ended June 30,
       
 
 
2016
   
2015
   
Change
   
2016
   
2015
   
Change
 
Net sales:
                                   
Medical & Scientific Imaging
 
$
340,585
   
$
302,262
     
12.7
%
 
$
672,799
   
$
593,962
     
13.3
%
RF Technology
   
288,761
     
255,558
     
13.0
%
   
568,971
     
498,512
     
14.1
%
Industrial Technology
   
178,627
     
186,467
     
(4.2
)%
   
349,862
     
377,195
     
(7.2
)%
Energy Systems & Controls
   
123,585
     
145,254
     
(14.9
)%
   
242,349
     
285,153
     
(15.0
)%
Total
 
$
931,558
   
$
889,541
     
4.7
%
 
$
1,833,981
   
$
1,754,822
     
4.5
%
Gross profit:
                                               
Medical & Scientific Imaging
 
$
246,396
   
$
222,990
     
10.5
%
 
$
493,293
   
$
438,316
     
12.5
%
RF Technology
   
163,005
     
134,136
     
21.5
%
   
323,370
     
264,182
     
22.4
%
Industrial Technology
   
89,709
     
93,565
     
(4.1
)%
   
175,729
     
188,807
     
(6.9
)%
Energy Systems & Controls
   
68,410
     
83,220
     
(17.8
)%
   
134,647
     
160,767
     
(16.2
)%
Total
 
$
567,520
   
$
533,911
     
6.3
%
 
$
1,127,039
   
$
1,052,072
     
7.1
%
Operating profit*:
                                               
Medical & Scientific Imaging
 
$
114,271
   
$
109,261
     
4.6
%
 
$
228,727
   
$
217,040
     
5.4
%
RF Technology
   
89,354
     
79,940
     
11.8
%
   
178,120
     
153,917
     
15.7
%
Industrial Technology
   
51,291
     
52,188
     
(1.7
)%
   
98,050
     
110,085
     
(10.9
)%
Energy Systems & Controls
   
27,769
     
37,702
     
(26.3
)%
   
51,951
     
68,124
     
(23.7
)%
Total
 
$
282,685
   
$
279,091
     
1.3
%
 
$
556,848
   
$
549,166
     
1.4
%
Long-lived assets:
                                               
Medical & Scientific Imaging
 
$
38,400
   
$
37,172
     
3.3
%
                       
RF Technology
   
30,111
     
30,398
     
(0.9
)%
                       
Industrial Technology
   
35,865
     
44,343
     
(19.1
)%
                       
Energy Systems & Controls
   
11,187
     
15,048
     
(25.7
)%
                       
Total
 
$
115,563
   
$
126,961
     
(9.0
)%
                       
 
*Segment operating profit is before unallocated corporate general and administrative expenses. These expenses were $29,607 and $27,117 for the three months ended June 30, 2016 and 2015, respectively, and $58,779 and $50,296 for the six months ended June 30, 2016 and 2015, respectively.

15
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
You should read the following discussion in conjunction with Management's Discussion and Analysis of Financial Conditions and Results of Operations included in our Annual Report for the year ended December 31, 2015 as filed on February 26, 2016 with the U.S. Securities and Exchange Commission ("SEC") and the notes to our Condensed Consolidated Financial Statements included elsewhere in this report.
 
Information About Forward-Looking Statements
 
This report includes "forward-looking statements" within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the SEC or in connection with oral statements made to the press, potential investors or others. All statements that are not historical facts are "forward-looking 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 internal operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future growth and our expectations regarding growth through acquisitions. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, timing and success of product upgrades and new product introductions, raw materials 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, labor, 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 other reports filed with the SEC.

16
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 these statements in light of new information or future events.
 
Overview
 
Roper Technologies, Inc. ("Roper," "we" or "us") is a diversified technology company. 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, 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 services, engineered products and solutions and are capable of achieving growth and maintaining high margins. We compete in many niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets.
 
Critical Accounting Policies
 
There were no material changes during the six months ended June 30, 2016 to the items that we disclosed as our critical accounting policies and estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2015 Annual Report on Form 10-K filed on February 26, 2016.

Recently Issued Accounting Standards
 
Information regarding new accounting pronouncements is included in Note 2 of the Notes to Condensed Consolidated Financial Statements.  
17
Results of Operations

General

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

   
Three months ended June 30,
   
Six months ended June 30,
 
   
2016
   
2015
   
2016
   
2015
 
Net sales:
                       
Medical & Scientific Imaging
 
$
340,585
   
$
302,262
   
$
672,799
   
$
593,962
 
RF Technology
   
288,761
     
255,558
     
568,971
     
498,512
 
Industrial Technology
   
178,627
     
186,467
     
349,862
     
377,195
 
Energy Systems & Controls
   
123,585
     
145,254
     
242,349
     
285,153
 
Total
 
$
931,558
   
$
889,541
   
$
1,833,981
   
$
1,754,822
 
Gross margin:
                               
Medical & Scientific Imaging
   
72.3
%
   
73.8
%
   
73.3
%
   
73.8
%
RF Technology
   
56.4
     
52.5
     
56.8
     
53.0
 
Industrial Technology
   
50.2
     
50.2
     
50.2
     
50.1
 
Energy Systems & Controls
   
55.4
     
57.3
     
55.6
     
56.4
 
Total
   
60.9
     
60.0
     
61.5
     
60.0
 
Selling, general & administrative expenses:
                               
Medical & Scientific Imaging
   
38.8
%
   
37.6
%
   
39.3
%
   
37.3
%
RF Technology
   
25.5
     
21.2
     
25.5
     
22.1
 
Industrial Technology
   
21.5
     
22.2
     
22.2
     
20.9
 
Energy Systems & Controls
   
32.9
     
31.3
     
34.1
     
32.5
 
Total
   
30.6
     
28.6
     
31.1
     
28.7
 
Segment operating margin:
                               
Medical & Scientific Imaging
   
33.6
%
   
36.1
%
   
34.0
%
   
36.5
%
RF Technology
   
30.9
     
31.3
     
31.3
     
30.9
 
Industrial Technology
   
28.7
     
28.0
     
28.0
     
29.2
 
Energy Systems & Controls
   
22.5
     
26.0
     
21.4
     
23.9
 
Total
   
30.3
     
31.4
     
30.4
     
31.3
 
Corporate administrative expenses
   
(3.2
)
   
(3.0
)
   
(3.2
)
   
(2.9
)
     
27.2
     
28.3
     
27.2
     
28.4
 
Interest expense
   
(2.9
)
   
(2.3
)
   
(3.0
)
   
(2.3
)
Other income/(expense)
   
(0.1
)
   
(0.2
)
   
(0.1
)
   
(0.1
)
Earnings before income taxes
   
24.1
     
25.9
     
24.1
     
26.0
 
Income taxes
   
(7.2
)
   
(6.6
)
   
(7.2
)
   
(7.4
)
Net earnings
   
17.0
%
   
19.3
%
   
16.9
%
   
18.6
%

Three months ended June 30, 2016 compared to three months ended June 30, 2015

Net sales for the three months ended June 30, 2016 increased by 5% as compared to the three months ended June 30, 2015. Acquisitions, net of divestitures, added 7% and organic growth was a negative 2%.

Our Medical & Scientific Imaging segment net sales increased by 13% to $341 million in the second quarter of 2016 as compared to $302 million in the second quarter of 2015.  Acquisitions added 8% and organic sales increased by 5%. The increase in organic sales was due to increased sales in our medical businesses, led by Verathon and NDI.  Gross margin decreased to 72.3% in the second quarter of 2016 from 73.8% in the second quarter of 2015 due to product mix.  Selling, general and administrative ("SG&A") expenses as a percentage of net sales were 38.8% in the second quarter of 2016 as compared to 37.6% in the second quarter of 2015 due to a higher percentage of sales at our medical businesses, which have a higher SG&A structure.  As a result, operating margin was 33.6% in the second quarter of 2016 as compared to 36.1% in the second quarter of 2015.

18
In our RF Technology segment, net sales were $289 million in the second quarter of 2016 as compared to $256 million in the second quarter of 2015, an increase of 13%.  Acquisitions accounted for 17% and organic sales decreased by 4%. The decrease in organic sales was due primarily to the completion of large service contracts in our toll and traffic businesses in 2015.  Gross margin increased to 56.4% in the second quarter of 2016 as compared to 52.5% in the second quarter of 2015, due primarily to product mix in our toll and traffic businesses.  SG&A expenses as a percentage of net sales in the second quarter of 2016 increased to 25.5% as compared to 21.2% in the prior year due to an increased percentage of sales at our software businesses which have a higher SG&A structure, as well as product mix in our toll and traffic businesses. The resulting operating margin was 30.9% in the second quarter of 2016 as compared to 31.3% in the second quarter of 2015.
 
Our Industrial Technology segment net sales decreased by 4% to $179 million in the second quarter of 2016 as compared to $186 million in the second quarter of 2015.  The divestiture of the Abel Pumps business accounted for negative 3% and organic sales decreased by 1%.  The decrease in organic sales was due primarily to decreased sales in our fluid handling businesses which serve oil and gas markets, offset in part by increased sales in our water meter business.  Gross margin was unchanged at 50.2% for the three months ended June 30, 2016 and 2015. SG&A expenses as a percentage of net sales decreased to 21.5% in the current year quarter as compared to 22.2% in the prior year quarter due to the lower SG&A structure at our water meter business.  The resulting operating margin was 28.7% in the second quarter of 2016 as compared to 28.0% in the second quarter of 2015.

Net sales in our Energy Systems & Controls segment decreased by 15% to $124 million during the second quarter of 2016 compared to $145 million in the second quarter of 2015.   The decrease in sales was due to decreased sales in oil and gas products, including safety systems and valves.  Gross margin decreased to 55.4% in the second quarter of 2016 as compared to 57.3% in the second quarter of 2015 due to negative operating leverage on lower sales volume.  SG&A expenses as a percentage of net sales increased to 32.9% in the current year quarter as compared to 31.3% in the prior year quarter due to negative operating leverage on lower sales volume.  As a result, operating margin was 22.5% in the second quarter of 2016 as compared to 26.0% in the second quarter of 2015.

Corporate expenses increased to $29.6 million, or 3.2% of sales, in the second quarter of 2016 as compared to $27.1 million, or 3.0% of sales, in the second quarter of 2015, due primarily to increased equity compensation costs as a result of an increase in the number of shares granted in the current year quarter as well as increases in our common stock price.

Net interest expense was $26.9 million for the second quarter of 2016 as compared to $20.2 in the second quarter of 2015 due to higher weighted average debt balances and higher interest rates in the current quarter.

Other expense of $1.3 million in the second quarter of 2016 and $1.5 million in the second quarter of 2015 was due primarily to foreign exchange losses at our non-U.S. based subsidiaries in both periods.

Income taxes as a percent of pretax earnings were 29.7% in the second quarter of 2016 as compared to 25.6% in the second quarter of 2015.  The increase in the income tax rate was due primarily to a discrete $15.9 million benefit related to the resolution of a tax matter in the second quarter of 2015, offset in part by the recognition of $4.2 million in excess tax benefits in the current year quarter in accordance with the stock compensation ASU adopted in the first quarter of 2016 (see Note 2 of the Notes to Condensed Consolidated Financial Statements).  We expect the effective tax rate for 2016 to be approximately 30%.

At June 30, 2016, the functional currencies of most of our European subsidiaries were weaker, and the Canadian dollar stronger, against the U.S. dollar compared to currency exchange rates at March 31, 2016. The currency changes resulted in a pretax decrease of $47 million in the foreign exchange component of comprehensive earnings for the current year quarter, $22 million of which is related to goodwill and does not directly affect our expected future cash flows. During the quarter ended June 30, 2016, the functional currencies of most of our European subsidiaries were stronger, and the Canadian dollar and British pound weaker, against the U.S. dollar as compared to the quarter ended June 30, 2015.  The difference in operating profit related to foreign exchange, translated into U.S. dollars, was less than 1% for these subsidiaries in the second quarter of 2016 compared to the second quarter of 2015.
 
Net orders were $956 million in the second quarter of 2016 as compared to $881 million in the second quarter of 2015.  Acquisitions, net of divestitures, contributed 7% to the current quarter orders.  Our order backlog was $1.14 billion at June 30, 2016 as compared to $1.06 billion at June 30, 2015, an increase of 8%.

19
Net orders booked for the
three months ended
   
Order backlog as of
 
 
June 30,
   
June 30,
 
 
2016
   
2015
   
2016
   
2015
 
 
(in thousands)
 
Medical & Scientific Imaging
 
$
338,436
   
$
306,637
   
$
402,275
   
$
328,416
 
RF Technology
   
318,231
     
252,322
     
567,116
     
527,330
 
Industrial Technology
   
175,967
     
181,845
     
73,508
     
88,190
 
Energy Systems & Controls
   
123,704
     
140,255
     
93,974
     
111,082
 
Total
 
$
956,338
   
$
881,059
   
$
1,136,873
   
$
1,055,018
 

Six months ended June 30, 2016 compared to six months ended June 30, 2015

Net sales for the six months ended June 30, 2016 increased by 4.5% as compared to the six months ended June 30, 2015. The increase was the result of a net effect of 7.7% from acquisitions and divestitures, negative organic growth of 2.5% and a negative foreign exchange impact of 0.7%.

Our Medical & Scientific Imaging segment net sales increased by 13% to $673 million in the six months ended June 30, 2016 as compared to $594 million in the six months ended June 30, 2015.  Acquisitions added 11%, organic sales increased by 3%,  and the negative foreign exchange impact was 1%. The increase in organic sales was due to increased sales in our medical businesses, led by Verathon and NDI.  Gross margin was relatively unchanged at 73.3% in the six months ended June 30, 2016 as compared to 73.8% in the six months ended June 30, 2015.  SG&A expenses as a percentage of net sales increased to 39.3% in the six months ended June 30, 2016 as compared to 37.3% for the six months ended June 30, 2015 due to a higher SG&A structure in our medical businesses.   As a result, operating margin was 34.0% in the six months ended June 30, 2016 as compared to 36.5% in the six months ended June 30, 2015.

In our RF Technology segment, net sales were $569 million in the six months ended June 30, 2016 as compared to $499 million in the six months ended June 30, 2015, an increase of 14%.  A cquisitions accounted for 17% and organic sales decreased by 3%. The decrease in organic sales was due primarily to the completion of large service contracts in our toll and traffic businesses in 2015, offset in part by increased sales in our software businesses.  Gross margin increased to 56.8% in the six months ended June 30, 2016 as compared to 53.0% in the six months ended June 30, 2015 due to product mix in our toll and traffic businesses as well an increased percentage of sales at our software businesses which have a higher gross margin.  SG&A expenses as a percentage of net sales in the six months ended June 30, 2016 increased to 25.5% as compared to 22.1% in the prior year due primarily to negative operating leverage on lower sales volume. The resulting operating margin was 31.3% in the six months ended June 30, 2016 as compared to 30.9% in the six months ended June 30, 2015.

Our Industrial Technology segment net sales decreased by 7.2% to $350 million in the six months ended June 30, 2016 as compared to $377 million in the six months ended June 30, 2015.  The divestiture of the Abel Pumps business accounted for 3.9%, organic sales decreased by 2.6%, and the negative foreign exchange impact was 0.7%.  The decrease in organic sales was due primarily to decreased sales in our fluid handling businesses which serve oil and gas markets, offset in part by increased sales in our water metering business.  Gross margin was relatively unchanged at 50.2% for the six months ended June 30, 2016 as compared to 50.1% for the six months ended June 30, 2015. SG&A expenses as a percentage of net sales increased to 22.2% in the six months ended June 30, 2016 as compared to 20.9% in the six months ended June 30, 2015, due to negative operating leverage on lower sales volume.  The resulting operating margin was 28.0% in the six months ended June 30, 2016 and 29.2%  in the six months ended June 30, 2015.

Net sales in our Energy Systems & Controls segment decreased by 15% to $242 million during the six months ended June 30, 2016 compared to $285 million in the six months ended June 30, 2015.  Organic sales decreased by 14% and the negative foreign exchange impact was 1%.  The decrease in organic sales was due to decreased sales in oil and gas products, including safety systems and valves.  Gross margin decreased to 55.6% in the six months ended June 30, 2016 compared to 56.4% in the six months ended June 30, 2015 due to negative operating leverage on lower sales volume.  SG&A expenses as a percentage of net sales increased to 34.1% in the six months ended June 30, 2016 compared to 32.5% in the six months ended June 30, 2015 due to negative operating leverage on lower sales volume.  As a result, operating margin was 21.4% in the six months ended June 30, 2016 as compared to 23.9% in the six months ended June 30, 2015.

20
Corporate expenses increased to $58.8 million, or 3.2% of sales, in the six months ended June 30, 2016 as compared to $50.3 million, or 2.9% of sales, in the six months ended June 30, 2015, due primarily to increased equity compensation costs as a result of an increase in the number of shares granted in the current year as well as increases in our common stock price.

Net interest expense was $54.3 million for the six months ended June 30, 2016 compared to $40.0 million for the six months ended June 30, 2015, due to higher weighted average debt balances and higher interest rates in the current year.

Other expense was $1.5 million in the six months ended June 30, 2016 due primarily to foreign exchange losses at our non-U.S. subsidiaries, and $2.2 million in the six months ended June 30, 2015, due primarily to a $3 million write-off of an investment in a startup technology company, offset in part by foreign exchange gains at our non-U.S. subsidiaries.

Income taxes as a percent of pretax earnings were 30.0% in the six months ended June 30, 2016 as compared to 28.4% in the six months ended June 30, 2015.  The increase in the income tax rate was due primarily to a discrete $15.9 million benefit related to the resolution of a tax matter in the second quarter of 2015, offset in part by the recognition of $5.5 million in excess tax benefits in the current year in accordance with the stock compensation ASU adopted in the first quarter of 2016 (see Note 2 of the Notes to Condensed Consolidated Financial Statements).  We expect the effective tax rate for 2016 to be approximately 30%.

At June 30, 2016, the British pound was weaker, and the functional currencies of our Canadian and most of our European subsidiaries slightly stronger, against the U.S. dollar compared to currency exchange rates at December 31, 2015. The currency changes resulted in a pretax decrease of $42 million in the foreign exchange component of comprehensive earnings for the six months ended June 30, 2016, $17 million of which is related to goodwill and does not directly affect our expected future cash flows. During the six months ended June 30, 2016, the functional currencies of our European and Canadian subsidiaries were weaker against the U.S. dollar as compared to the six months ended June 30, 2015.  The difference in operating profit related to foreign exchange, translated into U.S. dollars, was less than 1% for these companies in the six months ended June 30, 2016 compared to the six months ended June 30, 2015.

Financial Condition, Liquidity and Capital Resources

Selected cash flows for the three and six months ended June 30, 2016 and 2015 were as follows (in millions):

 
Three months ended June 30,
 
Six months ended June 30,
 
Cash provided by/(used in):
2016
 
2015
 
2016
 
2015
 
Operating activities
 
$
169.7
   
$
172.5
   
$
376.8
   
$
432.9
 
Investing activities
   
(19.2
)
   
(11.2
)
   
(293.2
)
   
(614.3
)
Financing activities
   
(41.8
)
   
(112.9
)
   
(232.0
)
   
273.2
 

Operating activities - Net cash provided by operating activities was $170 million in the second quarter of 2016 as compared to $173 million in the second quarter of 2015 due primarily to income tax prepayments and increased receivables balances due to timing of sales. Net cash provided by operating activities decreased by 13% to $377 million in the six months ended June 30, 2016 as compared to $433 million in the six months ended June 30, 2015 due primarily to an income tax payment in the first quarter of 2016 related to the gain on the sale of the Abel Pumps business in the fourth quarter of 2015 and income tax prepayments.

Investing activities - Cash used in investing activities was primarily for business acquisitions and capital expenditures during the three and six months ended June 30, 2016 and 2015.

Financing activities - Cash used in financing activities was primarily for debt principal repayments and dividends in the three and six months ended June 30, 2016 and 2015.  Cash provided by financing activities in the three and six months ended June 30, 2016 was primarily from stock option proceeds. Cash provided by financing activities in the three months ended June 30, 2015 was primarily from stock option proceeds and primarily from debt borrowings to fund acquisitions in the six months ended June 30, 2015.  Net debt payments were $180 million in the six months ended June 30, 2016 as compared to net debt borrowings of $311 million in the six months ended June 30, 2015.
21

Total debt at June 30, 2016 consisted of the following (amounts in thousands):

$400 million senior notes due 2017
 
$
400,000
 
$800 million senior notes due 2018
   
800,000
 
$500 million senior notes due 2019
   
500,000
 
$600 million senior notes due 2020
   
600,000
 
$500 million senior notes due 2022
   
500,000
 
$300 million senior notes due 2025
   
300,000
 
Senior subordinated convertible notes
   
3,963
 
Revolving Debt Facility
   
-
 
Deferred finance costs
   
(15,247
)
Other
   
3,433
 
Total debt, net of deferred finance costs
   
3,092,149
 
Less current portion
   
5,886
 
Long-term debt, net of deferred finance costs
 
$
3,086,263
 

The interest rate on borrowings under our $1.85 billion unsecured credit facility is calculated based upon various recognized indices plus a margin as defined in the credit agreement.  At June 30, 2016, there were no outstanding borrowings under the facility.

At June 30, 2016, we had $3 million of other debt in the form of capital leases and several smaller facilities that allow for borrowings or the issuance of letters of credit in various foreign locations to support our non-U.S. businesses and $44 million of outstanding letters of credit.

Cash and short-term investments at our foreign subsidiaries at June 30, 2016 totaled $488 million.  Repatriation of these funds under current regulatory and tax law for use in domestic operations would expose us to additional taxes.  We consider this cash to be permanently reinvested.  We expect existing cash and cash equivalents, cash generated by our U.S. operations, our unsecured credit facility, as well as our expected ability to access the capital markets, will be sufficient to fund operating requirements in the U.S. for the foreseeable future.

We were in compliance with all debt covenants related to our credit facilities throughout the six months ended June 30, 2016.

Net working capital (total current assets, excluding cash, less total current liabilities, excluding debt) was $201 million at June 30, 2016 compared to $126 million at December 31, 2015, reflecting increases in working capital due primarily to increases in receivables, income tax prepayments and bonus payments.  Total debt was $3.1 billion at June 30, 2016 as compared to $3.3 billion at December 31, 2015, due to the use of operating cash flows to pay off outstanding revolver debt .   Our leverage is shown in the following table (in thousands):

   
June 30, 2016
   
December 31, 2015
 
Total Debt
 
$
3,107,396
   
$
3,288,614
 
Cash
   
(622,294
)
   
(778,511
)
Net Debt
   
2,485,102
     
2,510,103
 
Stockholders' Equity
   
5,551,017
     
5,298,947
 
Total Net Capital
 
$
8,036,119
   
$
7,809,050
 
                 
Net Debt / Total Net Capital
   
30.9
%
   
32.1
%
22

Capital expenditures were $18 million for the six months ended June 30, 2016 and $21 million for the six months ended June 30, 2015. We expect capital expenditures for the balance of the year to be comparable to prior years as a percentage of sales.

There have been no significant changes to our contractual obligations from those disclosed in our 2015 Annual Report on Form 10-K filed on February 26, 2016.

Off-Balance Sheet Arrangements

At June 30, 2016, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Outlook

Current geopolitical uncertainties could adversely affect our business prospects. A significant terrorist attack or other global conflict could cause changes in world economies that would adversely affect us. It is impossible to isolate each of these factor's effects on current economic conditions. It is also impossible to predict with any reasonable degree of certainty what or when any additional events may occur that also would similarly disrupt the economy.

We maintain an active acquisition program; however, future acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such acquisitions will occur and what the impact will be on our business, financial condition and results of operations. Such acquisitions may be financed by the use of existing credit lines, future cash flows from operations, the proceeds from the issuance of new debt or equity securities or some combination of these methods.

We anticipate that our recently acquired companies as well as our other companies will generate positive cash flows from operating activities, and that these cash flows will permit the reduction of any borrowings on our revolving facility. However, the rate at which we can reduce any debt during 2016 (and reduce the associated interest expense) will be affected by, among other things, the financing and operating requirements of any new acquisitions and the financial performance of our existing companies; and none of these factors can be predicted with certainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
See "Item 7A - Quantitative and Qualitative Disclosures about Market Risk," in our 2015 Annual Report on Form 10-K filed on February 26, 2016. There were no material changes during the six months ended June 30, 2016.

ITEM 4. CONTROLS AND PROCEDURES
 
As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report ("Evaluation Date"). This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation as of the Evaluation Date, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.
 
Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.
 
There were no changes to our internal controls during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

23
Part II.   OTHER INFORMATION
 
Item 1. Legal Proceedings
 
Information pertaining to legal proceedings can be found in Note 10 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this report, and is incorporated by reference herein.

Item 1A. Risk Factors
 
For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussion in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2015 as filed on February 26, 2016 with the SEC. See also, "Information about Forward-Looking Statements" included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Item 6.   Exhibits
 
a) 10.1
 
Roper Technologies, Inc. 2016 Incentive Plan.
     
10.2
 
Director Compensation Plan, as amended, filed herewith.
     
31.1
 
Rule 13a-14(a)/15d-14(a), Certification of the Chief Executive Officer, filed herewith.
 
 
 
31.2
 
Rule 13a-14(a)/15d-14(a), Certification of the Chief Financial Officer, filed herewith.
 
 
 
32.1
 
Section 1350 Certification of the Chief Executive and Chief Financial Officers, furnished herewith.
 
 
 
101.INS
 
XBRL Instance Document, filed herewith.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document, filed herewith.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith.
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document, filed herewith.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document, filed herewith.
 
 
 
  101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.
     
a)
 
Incorporated herein by reference to Appendix B of the Company's Definitive Proxy Statement on Schedule 14A filed April 26, 2016.

24

Signatures
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
Roper Technologies, Inc.
 
/s/ Brian D. Jellison
 
Chairman of the Board, President,
August 5, 2016
Brian D. Jellison
 
and Chief Executive Officer
 
 
 
(Principal Executive Officer)
 
 
/s/ John Humphrey
 
Chief Financial Officer and
August 5, 2016
John Humphrey
 
Executive Vice President
 
 
 
(Principal Financial Officer)
 
 
/s/ Paul J. Soni
 
Vice President and Controller
August 5, 2016
Paul J. Soni
 
(Principal Accounting Officer)
 

25

EXHIBIT INDEX
TO REPORT ON FORM 10-Q


 
Number
 
Exhibit
 
 
 
10.1
 
Roper Technologies, Inc. 2016 Incentive Plan, incorporated herein by reference to Appendix B of the Company's Definitive Proxy Statement on Schedule 14A filed April 26, 2016.
     
10.2
 
Director Compensation Plan, as amended, filed herewith.
     
31.1
 
Rule 13a-14(a)/15d-14(a), Certification of the Chief Executive Officer, filed herewith.
 
 
 
31.2
 
Rule 13a-14(a)/15d-14(a), Certification of the Chief Financial Officer, filed herewith.
 
 
 
32.1
 
Section 1350 Certification of the Chief Executive and Chief Financial Officers, furnished herewith.
 
 
 
101.INS
 
XBRL Instance Document, filed herewith.
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document, filed herewith.
 
 
 
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document, filed herewith.
 
 
 
101.DEF
 
XBRL Taxonomy Extension Definition Linkbase Document, filed herewith.
 
 
 
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document, filed herewith.
 
 
 
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.
 
 
Exhibit 10.2
 
 
 








ROPER TECHNOLOGIES, INC.
DIRECTOR COMPENSATION PLAN










ROPER TECHNOLOGIES, INC.
DIRECTOR COMPENSATION PLAN

TABLE OF CONTENTS

ARTICLE 1   PURPOSE
1.1 Background
1.2 Purpose
1.3 Eligibility
ARTICLE 2   DEFINITIONS
2.1 Definitions
ARTICLE 3   ADMINISTRATION
3.1 Administration
3.2 Reliance
3.3 Indemnification
ARTICLE 4   SHARES
4.1 Source of Shares for the Plan
ARTICLE 5   CASH COMPENSATION
5.1 Basic Annual Cash Retainer
5.2 Supplemental Annual Cash Retainer
5.3 Meeting Fees
5.4 Travel Expense Reimbursement
5.5 Deferral of Cash Compensation
ARTICLE 6   EQUITY COMPENSATION
6.1 Equity Awards
6.2 Restricted Stock Units
6.3 Award Certificates
6.4 Adjustments
6.5 Tax Matters
ARTICLE 7   AMENDMENT, MODIFICATION AND TERMINATION
7.1 Amendment, Modification and Termination
ARTICLE 8   GENERAL PROVISIONS
8.1 Adjustments
8.2 Duration of the Plan
8.3 Expenses of the Plan
8.4 Effective Date

SCHEDULE I – DIRECTOR COMPENSATION SCHEDULE
SCHEDULE II – RSU DEFERRAL ELECTION FORM
SCHEDULE III – FORMS OF AWARD CERTIFICATES

ROPER TECHNOLOGIES, INC.
DIRECTOR COMPENSATION PLAN


ARTICLE 1
PURPOSE
1.1.   BACKGROUND . This plan is adopted to formalize the compensation for non-employee directors of the Company.  The Committee initially adopted the Roper Technologies, Inc. Director Compensation Plan on December 11, 2006, which became effective on that date, and was amended in August 2008 (the " Prior Plan ").  The Prior Plan was amended and restated by the adoption of this Director Compensation Plan (the " Plan "). In connection with the adoption of the 2016 Roper Technologies, Inc. Incentive Plan (the "2016 Incentive Plan"), the Compensation Committee of the Board of Directors determined that all references in the Plan to the Incentive Plan shall mean the 2016 Incentive Plan.
1.2.   PURPOSE . The purpose of the Plan is to attract, retain and compensate highly-qualified individuals who are not employees of Roper Technologies, Inc. or any of its subsidiaries or affiliates for service as members of the Board by providing them with competitive compensation and an ownership interest in the Stock of the Company. The Company intends that the Plan will benefit the Company and its shareholders by allowing Non-Employee Directors to have a personal financial stake in the Company through an ownership interest in the Stock and will closely associate the interests of Non-Employee Directors with that of the Company's shareholders.
1.3.   ELIGIBILITY .  Non-Employee Directors of the Company who are Eligible Participants, as defined below, shall automatically be participants in the Plan.

ARTICLE 2
DEFINITIONS
2.1   DEFINITIONS .  Capitalized terms used herein and not otherwise defined shall have the meanings given such terms in the Incentive Plan.  Unless the context clearly indicates otherwise, the following terms shall have the following meanings:
(a)   "Base Annual Cash Retainer" means the annual cash retainer (excluding Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.1 hereof for service as a director of the Company (i.e., excluding any Supplemental Annual Cash Retainer), as such amount may be changed from time to time.
(b)   "Cash Dividend Equivalents" has the meaning set forth in Section 6.2(e) of the Plan.
(c)   "Deferral Election Deadline" has the meaning set forth in Section 6.2(d) of the Plan.
(d)   "Deferred Compensation Plan" means the Roper Technologies, Inc. Non-Qualified Retirement Plan, as amended and restated as of January 1, 2009, or any subsequent nonqualified deferred compensation plan in which Non-Employee Directors are permitted to participate and that is designated by the Committee as the Deferred Compensation Plan for purposes of this Plan.
(e)   "Deferred RSU Conversion Date" has the meaning set forth in Section 6.2(d) of the Plan.
(f)   "Effective Date" of the Plan has the meaning set forth in Section 8.4 of the Plan.
(g)   "Eligible Participant" means any person who is a Non-Employee Director on the Effective Date or becomes a Non-Employee Director while this Plan is in effect; except that during any period a director is prohibited from participating in the Plan by his or her employer or otherwise waives participation in the Plan, such director shall not be an Eligible Participant.
(h)   "Equity Award" means stock options, restricted stock, restricted stock units, stock appreciation rights, or other awards based on or derived from the Stock which are authorized under the Incentive Plan for award to Non-Employee Directors.
(i)   "Incentive Plan" means the Roper Technologies, Inc. 2016 Incentive Plan, or any subsequent equity compensation plan approved by the shareholders of the Company and designated by the Committee as the Incentive Plan for purposes of this Plan.
(j)   "Meeting Fees" has the meaning set forth in Section 5.3 of the Plan.
(k)   "Non-Employee Director" means a director of the Company who is not an employee of the Company or any of its subsidiaries.
(l)   "Plan" means this Roper Technologies, Inc. Director Compensation Plan, as amended from time to time.
(m)   "Plan Year(s)" means the approximate twelve-month periods between annual meetings of the shareholders of the Company, which, for purposes of the Plan, are the periods for which annual retainers are earned.
(n)   "Restricted Stock Unit" or "RSU" has the meaning assigned such term in the Incentive Plan. The terms of Restricted Stock Unit awards granted under the Plan are described in Article 6 of the Plan.
(o)   "RSU Conversion Date Election Form" has the meaning set forth in Section 6.2(d) of the Plan.
(p)   "Secretary" means the Corporate Secretary of the Company.
(q)   "Separation from Service" means separation from service for the Company and its Affiliates in all capacities, within the meaning of Section 409A of the Code and any regulations, revenue procedures or revenue rulings applicable to such law.
(r)   "Supplemental Annual Cash Retainer" means the annual cash retainer (excluding Meeting Fees and expenses) payable by the Company to a Non-Employee Director pursuant to Section 5.2 hereof, as such amount may be changed from time to time.
(s)   "Total Annual Retainer" for any given Non-Employee Director means the Basic Annual Cash Retainer and any Supplemental Annual Cash Retainer to which he or she is entitled under the Plan.
(t)   "Vesting Date" has the meaning described in Section 6.2(b).

ARTICLE 3
ADMINISTRATION
3.1.   ADMINISTRATION .  The Plan shall be administered by the Board or the Committee.  Subject to the provisions of the Plan, the Board or the Committee shall be authorized to interpret the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, and to make all other determinations necessary or advisable for the administration of the Plan.  The Board's or the Committee's interpretation of the Plan, and all actions taken and determinations made by the Board or the Committee pursuant to the powers vested in it hereunder, shall be conclusive and binding upon all parties concerned including the Company, its shareholders and persons granted awards under the Plan.  The Board or the Committee may appoint a plan administrator to carry out the ministerial functions of the Plan, but the administrator shall have no other authority or powers of the Board or the Committee.
3.2.   RELIANCE .  In administering the Plan, the Board or the Committee may rely upon any information furnished by the Company, its public accountants and other experts.  No individual will have personal liability by reason of anything done or omitted to be done by the Company or the Board or the Committee in connection with the Plan. This limitation of liability shall not be exclusive of any other limitation of liability to which any such person may be entitled under the Company's certificate of incorporation or otherwise.
3.3.   INDEMNIFICATION .  Each person who is or has been a member of the Committee or who otherwise participates in the administration or operation of the Plan shall be indemnified by the Company against, and held harmless from, any loss, cost, liability or expense that may be imposed upon or incurred by him or her in connection with or resulting from any claim, action, suit or proceeding in which such person may be involved by reason of any action taken or failure to act under the Plan and shall be fully reimbursed by the Company for any and all amounts paid by such person in satisfaction of judgment against him or her in any such action, suit or proceeding, provided he or she will give the Company an opportunity, by written notice to the Board, to defend the same at the Company's own expense before he or she undertakes to defend it on his or her own behalf.  This right of indemnification shall not be exclusive of any other rights of indemnification to which any such person may be entitled under the Company's certificate of incorporation, bylaws, contract or Delaware law.

ARTICLE 4
SHARES
4.1.   SOURCE OF SHARES FOR THE PLAN .  Equity   Awards that may be issued pursuant to the Plan shall be issued under the Incentive Plan, subject to all of the terms and conditions of the Incentive Plan.  The terms contained in the Incentive Plan are incorporated into and made a part of this Plan with respect to Equity Awards granted pursuant hereto, and any such awards shall be governed by and construed in accordance with the Incentive Plan.  In the event of any actual or alleged conflict between the provisions of the Incentive Plan and the provisions of this Plan, the provisions of the Incentive Plan shall be controlling and determinative.  This Plan does not constitute a separate source of shares for the grant of the equity awards described herein.

ARTICLE 5
CASH COMPENSATION
5.1.   BASIC ANNUAL CASH RETAINER . Each Eligible Participant shall be paid a Base Annual Cash Retainer for service as a director during each Plan Year.  The amount of the Base Annual Cash Retainer shall be established from time to time by the Board or the Committee.  The amount of the Basic Annual Cash Retainer is set forth in Schedule I.  Unless deferred pursuant to Section 5.5, the Base Annual Cash Retainer shall be payable in approximately equal quarterly installments in advance, beginning on the date of the annual shareholders meeting.
A prorata Base Annual Cash Retainer will be paid to any person who becomes an Eligible Participant on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as a Non-Employee Director during the Plan Year.  Unless deferred pursuant to Section 5.5, payment of such prorated Base Annual Cash Retainer shall begin on the date that the person first becomes an Eligible Participant, and shall resume on a quarterly basis thereafter.
5.2.   SUPPLEMENTAL ANNUAL CASH RETAINER . Certain Eligible Participants shall be paid a Supplemental Annual Cash Retainer for service as chair of a committee of the Board during a Plan Year, payable at the same times as installments of the Base Annual Cash Retainer are paid (including any deferred payment date pursuant to Section 5.5). The amount and recipients of the Supplemental Annual Cash Retainer shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time.
A prorata Supplemental Annual Cash Retainer will be paid to any Eligible Participant who is elected by the Board to a position eligible for a Supplemental Annual Retainer, on a date other than the beginning of a Plan Year, based on the number of full months he or she serves in such position during the Plan Year.
5.3.   MEETING FEES . Each Non-Employee Director shall be paid meeting fees for attending meetings of the Board or its committees (" Meeting Fees "). The amount of the Meeting Fees shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time.  If a Non-Employee Director attends a Board meeting and a committee meeting on a single day, he or she shall only receive a Meeting Fee for the Board meeting attended.  For purposes of this provision, casual or unscheduled conferences among directors shall not constitute an official meeting.  Unless deferred pursuant to Section 5.5, Meeting Fees shall be payable on the date of the applicable meeting to which they relate.
5.4.   TRAVEL EXPENSE REIMBURSEMENT .  All Eligible Participants shall be reimbursed for reasonable travel expenses (including spouse's expenses to attend events to which spouses are invited) in connection with attendance at meetings of the Board and its committees, or other Company functions at which the Chief Executive Officer or Chair of the Board requests the Non-Employee Director to participate.
5.5   DEFERAL OF CASH COMPENSATION .  An Eligible Participant may elect to defer some or all of his or her Total Annual Retainer, Meeting Fees and/or Cash Dividend Equivalents pursuant to the terms of the Deferred Compensation Plan.  Any such deferrals shall be subject to the election timing and distributions rules set forth in the Deferred Compensation Plan.

ARTICLE 6
EQUITY COMPENSATION
6.1.   EQUITY AWARDS .   Under the Prior Plan, Eligible Participants were granted annual awards of Restricted Stock pursuant to the Incentive Plan.  The Committee is authorized to amend this Plan from time to award other types of Equity Awards.  Beginning with Plan Year 2009, until otherwise determined by the Committee, Equity Awards shall be make hereunder in the form of Restricted Stock Units (" RSUs ") as provided hereafter in this Article 6.
6.2   RESTRICTED STOCK UNITS   Subject to share availability under the Incentive Plan, each Eligible Participant shall receive an award of RSUs on the day following the Annual Meeting of Shareholders held in that year (beginning with the 2009 Annual Meeting of Shareholders); provided, however, the date of grant of any prorata award shall be made on or as soon as practicable after the date that the grantee first becomes an Eligible Participant (" Annual RSUs ").  Annual RSUs shall have the following terms and conditions:
(a)   Number of Annual RSUs .  The number of Annual RSUs to be granted shall be established from time to time by the Board or the Committee and shall be set forth in Schedule I, as amended from time to time.  A prorata Annual RSU award will be granted to any person who becomes an Eligible Participant on a date other than the beginning of a Plan Year, based on the number of full months he or she serves as an Eligible Participant during the Plan Year, rounded to the next highest whole share.
(b)   Vesting .  The Annual RSUs shall be credited to a bookkeeping account on behalf of the grantee on the date of grant and shall vest on the applicable date provided below (the " Vesting Date ").  Unless and until provided otherwise by the Board or the Committee, the Annual RSUs shall vest as to fifty percent (50%) of the RSUs on the six (6) month anniversary of the date of grant and as to the remaining fifty percent (50%) on the day prior to the Annual Meeting of Shareholders held in the year following the date of grant; provided, however, that any prorata award of Annual RSUs granted to a person who becomes an Eligible Participant on a date other than the beginning of a Plan Year shall vest as to fifty percent (50%) of the RSUs on earlier of the six (6) month anniversary of the date of grant or the day prior to the first Annual Meeting of Shareholders after the date of grant, and as to the remaining fifty percent (50%) on the day prior to the first Annual Meeting of Shareholders after the date of grant.
Notwithstanding the foregoing, the Annual RSUs shall become fully vested on the earlier occurrence of (i) the termination of grantee's service as a director of the Company due to death or Disability; or (ii) the occurrence of a Change in Control.  If the grantee's service as a director of the Company (whether or not in a Non-Employee Director capacity) terminates other than as described in clause (i) of the foregoing sentence, then the grantee shall forfeit all of his or her right, title and interest in and to any unvested RSUs as of the date of such termination from the Board, such RSUs shall be reconveyed to the Company without further consideration or any act or action by the grantee, and such RSUs shall not be converted to Stock.
(c)   Conversion to Stock.   Each Annual RSU represents the right to receive one share of Stock on a date that is on or after the Vesting Date (the " Conversion Date ").  Unless the grantee has made a timely deferral election in accordance with Section 6.2(d), the Conversion Date for the Annual RSUs shall be the Vesting Date.
(d)   Deferral of Conversion of RSUs .  On or before December 31 of each year, or in the case of a Non-Employee Director becoming an Eligible Participant for the first time, within thirty (30) days after he or she first becomes an Eligible Participant (as applicable, the " Deferral Election Deadline "), each Eligible Participant may, by filing with the Secretary an election form in such form as the Secretary shall prescribe which shall be set forth in Schedule II hereto (the " RSU Conversion Date Election Form "), elect to defer the conversion of his Annual RSUs to be granted in the next Plan Year to any of the following dates; provided such date is after the Vesting Date for the RSUs (the " Deferred RSU Conversion Date "): (i) the date that the Non-Employee Director incurs a Separation from Service for any reason, (iii) the earlier of (A) a date certain specified by the Non-Employee Director, or (B) the date that the Non-Employee Director incurs a Separation from Service for any reason, or (iii) the earlier of (A) a date certain specified by the Non-Employee Director, or (B) the fifth anniversary of the date that the Non-Employee Director incurs a Separation from Service for any reason.  If an Eligible Participant makes a deferral election under this Section 6.2(d) for any Plan Year and does not revoke such election before the Deferral Election Deadline for a subsequent Plan Year, such election shall remain in effect for each such subsequent Plan Year unless and until the Eligible Participant shall timely file a new RSU Conversion Date Election Form with the Secretary for a subsequent Plan Year or shall indicate to the Secretary in writing before the next Deferral Election Deadline that he or she desires to revoke any outstanding RSU deferral election with respect to future Plan Years.  Shares of Stock will be registered on the books of the Company in the Non-Employee Director's name as of the Conversion Date.  Such Shares of Stock will remain in uncertificated, book-entry form unless the Non-Employee Director requests a stock certificate or certificates for the Shares.
(e)   Dividend Equivalents .  If and when cash dividends or other cash distributions are paid with respect to the Stock while the RSUs are outstanding, the dollar amount such dividends or distributions with respect to the number of shares of Stock then underlying the RSUs shall be payable to the holder of the RSUs (" Cash Dividend Equivalents ").  Unless deferred pursuant to Section 5.5, Cash Dividend Equivalents will be payable to the holder of the RSUs as of the date such dividends or distributions were payable to shareholders.  If and when any such dividends or distributions are paid in shares of Stock, the Fair Market Value of such shares of Stock shall be converted into additional RSUs, which shall be subject to the same forfeiture restrictions, restrictions on transferability, and conversion terms as apply to the RSUs with respect to which they were paid.
(f)   Other Shareholder Rights .  Non-Employee Directors shall not have voting or any other rights as a shareholder of the Company with respect to the RSUs.  Upon conversion of the RSUs into shares of Stock at the Conversion Date or any applicable Deferred RSU Conversion Date, the Non-Employee Director will obtain full voting and other rights as a shareholder of the Company.
(g)   Other Plan Conditions .  To the extent not specified herein, the Annual RSUs granted hereunder shall be subject to the terms and conditions of the Incentive Plan.
6.3.   AWARD CERTIFICATES .   All Equity Awards granted pursuant to this Plan shall be evidenced by a written award certificate, which shall include such provisions, not inconsistent with the Plan or the Incentive Plan, as may be specified by the Committee.  The form of award certificates shall be set forth on Schedule III hereof, as amended from time to time.
6.4.   ADJUSTMENTS . The adjustment provisions of the Incentive Plan shall apply with respect to awards of Equity Awards granted pursuant to this Plan.
6.5.   TAX MATTERS .   Article 6 of the Plan is intended to be a nonqualified, unfunded plan of deferred compensation under the Code.  A participant shall have the status of a general unsecured creditor of the Company with respect to his or her right to receive Stock or other payment upon settlement of the Equity Award granted under the Plan.  None of the benefits, payments, proceeds or distributions under Article 6 of the Plan shall be subject to the claim of any creditor of any participant or beneficiary, or to any legal process by any creditor of such participant or beneficiary, and none of them shall have any right to alienate, commute, anticipate or assign any of the benefits, payments, proceeds or distributions under Article 6 of the Plan except to the extent expressly provided herein to the contrary.

ARTICLE 7
AMENDMENT, MODIFICATION AND TERMINATION
7.1.   AMENDMENT, MODIFICATION AND TERMINATION . The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the reasonable opinion of the Board or the Committee, require shareholder approval under applicable laws, policies or regulations or the applicable listing or other requirements of a securities exchange on which the Stock is listed or traded, then such amendment shall be subject to shareholder approval; and provided further, that the Board or the Committee may condition any other amendment or modification on the approval of shareholders of the Company for any reason. Modification of Equity Awards granted under this Plan shall be subject to the provisions of the Incentive Plan.

ARTICLE 8
GENERAL PROVISIONS
8.1   ADJUSTMENTS . .  The adjustment provisions of the Incentive Plan shall apply with respect to awards of Restricted Stock or other equity awards outstanding or to be granted pursuant to this Plan.
8.2   DURATION OF THE PLAN . .  The Plan shall remain in effect until terminated by the Board or the Committee.
8.3   EXPENSES OF THE PLAN.   The expenses of administering the Plan shall be borne by the Company.
8.4   EFFECTIVE DATE .  The Plan was originally adopted by the Committee on December 11, 2006, and became effective on that date (the " Effective Date ").
The foregoing is hereby acknowledged as being the Roper Technologies, Inc. Amended and Restated Director Compensation Plan adopted by the Committee on December 29, 2008 and amended as of May 27, 2016.
 
ROPER TECHNOLOGIES, INC.
 
/s/ Brian D. Jellison
By:       Brian D. Jellison
Chairman of the Board, President and Chief Executive Officer

SCHEDULE I
DIRECTOR COMPENSATION SCHEDULE

The following shall become effective as of January 1, 2009

Basic Annual Cash Retainer (all Directors): $42,500

Supplemental Annual Cash Retainers:
Chair of Audit Committee:  $5,000
Chair of Compensation Committee:  $5,000
Chair of Nominating and Corporate Governance Committee: $5,000

Meeting Fees:
Board meeting, attendance in person: $2,000
Board meeting at which minutes are kept, attendance by telephone: $1,000

Committee meeting, attendance in person: $1,000
Committee meeting at which minutes are kept, attendance by telephone: $500

Annual Award of Restricted Stock Units:
4,000 shares



SCHEDULE II

Director Election
as to Conversion Date for Annual Restricted Stock Units ("RSUs")

The following constitutes the irrevocable election of the undersigned under the Roper Technologies, Inc. Director Compensation Plan (the "Plan") with respect to the undersigned's Annual RSUs to be received at the annual shareholders meeting in ____ and in any future Plan Year for which I have not, before the Deferral Election Deadline for such Plan Year, either (i) revoked this RSU Conversion Date Election Form, or (ii) filed a different RSU Conversion Date Election Form.  Capitalized terms used herein and not otherwise defined have the meanings assigned such terms in the Plan.

I hereby elect the following as the Conversion Date for the RSUs that may become vested [the Conversion Date is the date upon which the Restricted Stock Units will be converted to shares of Stock and become taxable to you] :

Indicate a percentage after one or more of the following (not to exceed 100% in the aggregate):

_____  The Vesting Date.

_____  The date of my Separation from Service from the Company for any reason.

_____  The earlier of (i) the following date: ______________ [insert any specific future date, but not earlier than one year from the date of grant] , or (ii) the date of my Separation from Service from the Company for any reason.

_____  The earlier of (i) the following date: ______________ [insert any specific future date, but not earlier than one year from the date of grant] , or (ii) the fifth anniversary of the date of my Separation from Service from the Company for any reason.

Executed this _____ day of December, 20__.


[NAME OF DIRECTOR]




SCHEDULE III

Form of RSU Certificate

RESTRICTED  STOCK  UNIT  AWARD  CERTIFICATE
for Non-Employee Directors

Non-transferable
GRANT TO

_____________________________
("Grantee")

by Roper Technologies, Inc. (the "Company") of

[_______]
restricted stock units convertible into shares of its common stock, par value $0.01 (the "Units")

pursuant to and subject to the provisions of the Roper Technologies, Inc. Director Compensation Plan (the "Director Compensation Plan"), which is operated as a subplan of the Roper Technologies, Inc. 2016 Incentive Plan (the "Incentive Plan" and, together with the Directors Compensation Plan, the "Plans"), and to the terms and conditions set forth on the following page.  Unless vesting is accelerated in accordance with the Plans, the Units shall vest (become non-forfeitable) in accordance with the following schedule:

Continuous Service as a Director from Grant Date to:
 
 
Percent of Units Vested
6-month anniversary of the Grant Date
 
50%
 
1 day prior to the next annual meeting
of shareholders of the Company
 
100%

IN WITNESS WHEREOF, Roper Technologies, Inc. has caused this Certificate to be executed as of the Grant Date, as indicated below.

ROPER TECHNOLOGIES, INC.

By:  _________________________________________
Its:  Authorized Officer

Grant Date:  ________________________________
TERMS AND CONDITIONS

1. Grant of Units . The Company hereby grants to the Grantee named on page 1 hereof, subject to the restrictions and the terms and conditions set forth in the Plans and in this award certificate (this "Certificate"), the number of restricted stock units indicated on page 1 hereof (the "Units") which represent the right to receive an equal number of Shares of the Company's Stock on the terms set forth in this Certificate. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the Plans.

2. Vesting of Units . The Units have been credited to a bookkeeping account on behalf of Grantee. The Units will vest and become non-forfeitable on the earliest to occur of the following (the "Vesting Date"):
(a) as to the percentages of the Units specified on page 1 hereof, on the dates specified on page 1 hereof; provided Grantee is then still a director of the Company on such date, or
(b) as to all of the Units, upon Grantee's Separation from Service due to death or Disability, or
(c) as to all of the Units, upon the occurrence of a Change in Control.
If Grantee's service as a director terminates prior to the Vesting Date for any reason other than as described in (b) above, Grantee shall forfeit all right, title and interest in and to the unvested Units as of the date of such termination, the Units will be reconveyed to the Company without further consideration or any act or action by Grantee, and the Units will not be converted to Stock for Grantee.

3. Conversion to Stock . Unless the Units are forfeited prior to the Vesting Date as provided in Paragraph 2, the vested Units will be converted to actual shares of Stock on SELECT ONE BASED ON THE PRE-GRANT ELECTION OF THE DIRECTOR: [the Vesting Date] [the date of Grantee's Separation from Service for any reason] [the earlier of _________, 20__ or the date of Grantee's Separation from Service for any reason] [the earlier of _________, 20__ or the fifth anniversary of the date of Grantee's Separation from Service for any reason] (the "Conversion Date"). Shares of Stock will be registered on the books of the Company in Grantee's name as of the Conversion Date and will remain in uncertificated, book-entry form unless Grantee requests a stock certificate or certificates for the Shares.

4. Dividend Equivalents . Grantee shall be entitled to receive cash payments with respect to each Unit equal to any cash dividends and other distributions paid with respect to a share of Stock, provided that if any such dividends or distributions are paid in shares of Stock, the Fair Market Value of such shares of Stock shall be converted into additional restricted stock units, which shall be subject to the same forfeiture restrictions, restrictions on transferability, and conversion terms as apply to the Units with respect to which they were paid.

5. Rights as Shareholder . The Units do not confer to Grantee any rights of a shareholder of the Company unless and until shares of Stock are in fact registered in connection with the Units. Grantee shall not have voting or any other rights as a shareholder of the Company with respect to the Units. Upon conversion of the Units into shares of Stock, Grantee will obtain full voting and other rights as a shareholder of the Company.

6. Changes in Capital Structure . The provisions of Article 15 of the Incentive Plan shall apply to this award and are incorporated herein by reference. Without limiting the foregoing, in the event the Stock shall be changed into or exchanged for a different number or class of shares of stock or securities of the Company or of another company, whether through reorganization, recapitalization, statutory share exchange, reclassification, stock split-up, combination of shares, merger or consolidation, or otherwise, there shall be substituted for each share of Stock then underlying a Unit subject to this Certificate the number and class of shares into which each outstanding share of Stock shall be so exchanged.

7. Restrictions on Transfer and Pledge . No right or interest of Grantee in the Units may be pledged, hypothecated or otherwise encumbered to or in favor of any party other than the Company or an Affiliate, or be subjected to any lien, obligation or liability of Grantee to any other party other than the Company or an Affiliate. Units are not assignable or transferable by Grantee other than by will or the laws of descent and distribution.

8. No Right to Continued Service . Nothing in this Certificate shall interfere with or limit in any way the right of the Company to terminate Grantee's service as a director at any time, nor confer upon Grantee any right to continue as a director of the Company.

9. Amendment . The Committee may amend, modify or terminate this Certificate without approval of Grantee; provided, however, that such amendment, modification or termination shall not, without Grantee's consent, reduce or diminish the value of this Award determined as if it had been fully vested and settled on the date of such amendment or termination.

10. Plans Control . The terms contained in the Plans are incorporated into and made a part of this Certificate and this Certificate shall be governed by and construed in accordance with the Plans. In the event of any actual or alleged conflict between the provisions of the Plans and the provisions of this Certificate, the provisions of the Plans shall be controlling and determinative. In the event of any actual or alleged conflict between the provisions of the two Plans, the provisions of the Incentive Plan shall be controlling and determinative.

11. Notice . Notices and communications under this Certificate must be in writing and either personally delivered or sent by registered or certified United States mail, return receipt requested, postage prepaid. Notices to the Company must be addressed to Roper Technologies, Inc., 6901 Professional Parkway East, Suite 200, Sarasota, Florida 34240; Attention: Corporate Secretary, or any other address designated by the Company in a written notice to Grantee. Notices to Grantee will be directed to the address of Grantee then currently on file with the Company, or at any other address given by Grantee in a written notice to the Company.



Exhibit 31.1
 
I, Brian D. Jellison, certify that:
 
1.             I have reviewed this Quarterly Report on Form 10-Q of Roper Technologies, Inc.;
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter  (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: August 5, 2016
/s/ Brian D. Jellison
 
Brian D. Jellison
 
Chairman of the Board, President and
 
Chief Executive Officer
  (Principal Executive Officer)
 
Exhibit 31.2
 
I, John Humphrey, certify that:
 
1.              I have reviewed this Quarterly Report on Form 10-Q of Roper Technologies, Inc.;
 
2.             Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.             Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.             The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
 
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter  (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.             The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
Date: August 5, 2016
/s/ John Humphrey
 
John Humphrey
 
Executive Vice President and
 
Chief Financial Officer
  (Principal Financial Officer)
EXHIBIT 32.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
In connection with the Quarterly Report of Roper Technologies, Inc. (the “Company”) on Form 10-Q for the period ending June 30, 2016, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), Brian D. Jellison, Chief Executive Officer of the Company, and John Humphrey, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:
 
1. The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
 
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
 
Date: August 5, 2016
/s/ Brian D. Jellison
 
 
Brian D. Jellison
 
 
Chairman of the Board, President and Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
 
/s/ John Humphrey
 
 
John Humphrey
 
 
Executive Vice President and Chief Financial Officer
 
 
(Principal Financial Officer)
 
 
This certificate is being made for the exclusive purpose of compliance of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than specifically required by law.