Delaware
|
51-0263969
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
Title of Each Class
|
|
Name of Each Exchange On Which Registered
|
Common Stock, $0.01 Par Value
|
|
New York Stock Exchange
|
|
Page
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
•
|
general economic conditions;
|
•
|
difficulty making acquisitions and successfully integrating acquired businesses;
|
•
|
any unforeseen liabilities associated with future acquisitions;
|
•
|
limitations on our business imposed by our indebtedness;
|
•
|
unfavorable changes in foreign exchange rates;
|
•
|
difficulties associated with exports;
|
•
|
risks and costs associated with our international sales and operations;
|
•
|
rising interest rates;
|
•
|
product liability and insurance risks;
|
•
|
increased warranty exposure;
|
•
|
future competition;
|
•
|
the cyclical nature of some of our markets;
|
•
|
reduction of business with large customers;
|
•
|
risks associated with government contracts;
|
•
|
changes in the supply of, or price for, raw materials, parts and components;
|
•
|
environmental compliance costs and liabilities;
|
•
|
risks and costs associated with asbestos-related litigation;
|
•
|
potential write-offs of our goodwill and other intangible assets;
|
•
|
our ability to successfully develop new products;
|
•
|
failure to protect our intellectual property;
|
•
|
the effect of, or change in, government regulations (including tax);
|
•
|
economic disruption caused by terrorist attacks, including cybersecurity threats, health crises or other unforeseen events; and
|
•
|
the factors discussed in Item 1A to this Annual Report under the heading "Risk Factors."
|
ITEM 1.
|
BUSINESS
|
ITEM 1A.
|
RISK FACTORS
|
•
|
limit our ability to borrow additional funds;
|
•
|
limit our ability to complete future acquisitions;
|
•
|
limit our ability to pay dividends;
|
•
|
limit our ability to make capital expenditures;
|
•
|
place us at a competitive disadvantage relative to our competitors, some of which have lower debt service obligations and greater financial resources; and
|
•
|
increase our vulnerability to general adverse economic and industry conditions.
|
•
|
unfavorable changes in or noncompliance with U.S. and other jurisdictions' export requirements;
|
•
|
restrictions on the export of technology and related products;
|
•
|
unfavorable changes in or noncompliance with U.S. and other jurisdictions' export policies to certain countries;
|
•
|
unfavorable changes in the import policies of our foreign markets; and
|
•
|
a general economic downturn in our foreign markets.
|
•
|
adverse changes in a specific country's or region's political or economic conditions, particularly in emerging markets;
|
•
|
oil price volatility;
|
•
|
trade protection measures and import or export requirements;
|
•
|
subsidies or increased access to capital for firms that are currently, or may emerge as, competitors in countries in which we have operations;
|
•
|
partial or total expropriation;
|
•
|
potentially negative consequences from changes in tax laws;
|
•
|
difficulty in staffing and managing widespread operations;
|
•
|
differing labor regulations;
|
•
|
differing protection of intellectual property; and
|
•
|
differing and unexpected changes in regulatory requirements.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
|
|
Office
|
Office & Manufacturing
|
|
Segment
|
Region
|
Leased
|
Leased
|
Owned
|
|
|
|
|
|
RF Technology
|
|
|
|
|
|
U.S.
|
1,163
|
108
|
—
|
|
Canada
|
30
|
—
|
—
|
|
Europe
|
82
|
—
|
16
|
|
Asia-Pacific
|
116
|
—
|
—
|
Medical & Scientific Imaging
|
|
|
|
|
|
U.S.
|
325
|
275
|
120
|
|
Canada
|
—
|
140
|
—
|
|
Europe
|
68
|
28
|
—
|
|
Asia-Pacific
|
21
|
—
|
—
|
|
Mexico
|
—
|
43
|
—
|
Industrial Technology
|
|
|
|
|
|
U.S.
|
18
|
260
|
478
|
|
Canada
|
36
|
—
|
—
|
|
Europe
|
13
|
136
|
43
|
|
Asia-Pacific
|
21
|
—
|
—
|
|
Mexico
|
—
|
60
|
—
|
Energy Systems & Controls
|
|
|
|
|
|
U.S.
|
—
|
322
|
—
|
|
Canada
|
—
|
56
|
—
|
|
Europe
|
29
|
20
|
128
|
|
Asia-Pacific
|
—
|
28
|
33
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT'S COMMON EQUITY RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
High
|
|
Low
|
|
Cash Dividends
Declared
|
||||||
2017
|
4
th
Quarter
|
$
|
267.83
|
|
|
$
|
243.45
|
|
|
$
|
0.4125
|
|
|
3
rd
Quarter
|
247.54
|
|
|
226.81
|
|
|
0.35
|
|
|||
|
2
nd
Quarter
|
235.50
|
|
|
204.62
|
|
|
0.35
|
|
|||
|
1
st
Quarter
|
214.44
|
|
|
183.74
|
|
|
0.35
|
|
|||
|
|
|
|
|
|
|
||||||
2016
|
4
th
Quarter
|
$
|
188.04
|
|
|
$
|
167.91
|
|
|
$
|
0.35
|
|
|
3
rd
Quarter
|
182.84
|
|
|
163.33
|
|
|
0.30
|
|
|||
|
2
nd
Quarter
|
184.66
|
|
|
164.77
|
|
|
0.30
|
|
|||
|
1
st
Quarter
|
187.56
|
|
|
158.89
|
|
|
0.30
|
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
|
12/31/2017
|
||||||||||||
Roper Technologies, Inc.
|
$
|
100.00
|
|
|
$
|
124.89
|
|
|
$
|
141.61
|
|
|
$
|
172.94
|
|
|
$
|
167.96
|
|
|
$
|
239.15
|
|
S&P 500
|
100.00
|
|
|
132.39
|
|
|
150.51
|
|
|
152.59
|
|
|
170.84
|
|
|
208.14
|
|
||||||
S&P 500 Industrials
|
100.00
|
|
|
140.68
|
|
|
154.50
|
|
|
150.59
|
|
|
178.99
|
|
|
216.64
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
As of and for the Years ended December 31,
|
||||||||||||||||||
|
2017
(1)
|
|
2016
(2)
|
|
2015
(3)
|
|
2014
(4)
|
|
2013
(5)
|
||||||||||
Operations data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenues
|
$
|
4,607,471
|
|
|
$
|
3,789,925
|
|
|
$
|
3,582,395
|
|
|
$
|
3,549,494
|
|
|
$
|
3,238,128
|
|
Gross profit
|
2,864,796
|
|
|
2,332,410
|
|
|
2,164,646
|
|
|
2,101,899
|
|
|
1,882,928
|
|
|||||
Income from operations
|
1,210,244
|
|
|
1,054,563
|
|
|
1,027,918
|
|
|
999,473
|
|
|
842,361
|
|
|||||
Net earnings
(6)
|
971,772
|
|
|
658,645
|
|
|
696,067
|
|
|
646,033
|
|
|
538,293
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Basic earnings per share
|
$
|
9.51
|
|
|
$
|
6.50
|
|
|
$
|
6.92
|
|
|
$
|
6.47
|
|
|
$
|
5.43
|
|
Diluted earnings per share
|
$
|
9.39
|
|
|
$
|
6.43
|
|
|
$
|
6.85
|
|
|
$
|
6.40
|
|
|
$
|
5.37
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Dividends declared per share
|
$
|
1.4625
|
|
|
$
|
1.2500
|
|
|
$
|
1.0500
|
|
|
$
|
0.8500
|
|
|
$
|
0.6950
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Working capital
(7)
|
$
|
(270,007
|
)
|
|
$
|
331,229
|
|
|
$
|
897,919
|
|
|
$
|
884,158
|
|
|
$
|
730,246
|
|
Total assets
(8)
|
14,316,413
|
|
|
14,324,927
|
|
|
10,168,365
|
|
|
8,400,185
|
|
|
8,169,120
|
|
|||||
Long-term debt, net of current portion
(8)
|
4,354,611
|
|
|
5,808,561
|
|
|
3,264,417
|
|
|
2,190,282
|
|
|
2,437,975
|
|
|||||
Stockholders' equity
|
6,863,564
|
|
|
5,788,865
|
|
|
5,298,947
|
|
|
4,755,360
|
|
|
4,213,050
|
|
(1)
|
Includes results from the acquisitions of Phase Technology from June 21, 2017, Handshake Software, Inc. from August 4, 2017, Workbook Software A/S from September 15, 2017 and Onvia, Inc. from November 17, 2017.
|
(2)
|
Includes results from the acquisitions of CliniSys Group Ltd. from January 7, 2016, PCI Medical Inc. from March 17, 2016, GeneInsight Inc. from April 1, 2016, iSqFt Holdings Inc. (d/b/a ConstructConnect) from October 31, 2016, UNIConnect LC from November 10, 2016 and Deltek, Inc. from December 28, 2016.
|
(3)
|
Includes results from the acquisitions of Strata Decision Technologies LLC from January 21, 2015, SoftWriters Inc. from February 9, 2015, Data Innovations LLC from March 4, 2015, On Center Software LLC from July 20, 2015, RF IDeas Inc. from September 1, 2015, Atlantic Health Partners LLC from September 4, 2015, Aderant Holdings Inc. from October 21, 2015, Atlas Database Software Corp. from October 26, 2015, Black Diamond Advanced Technologies through March 20, 2015 and Abel Pumps through October 2, 2015.
|
(4)
|
Includes results from the acquisitions of Foodlink Holdings Inc. from July 2, 2014, Innovative Product Achievements LLC from August 5, 2014, Strategic Healthcare Programs Holdings LLC from August 14, 2014.
|
(5)
|
Includes results from the acquisitions of Managed Health Care Associates Inc. from May 1, 2013 and Advanced Sensors Ltd. from October 4, 2013.
|
(6)
|
The Tax Cuts and Jobs Act of 2017 (“the Tax Act”) was signed into U.S. law on December 22, 2017, which was prior to the end of the Company’s 2017 reporting period and resulted in a one-time net income tax benefit of $215.4 million.
|
(7)
|
At December 31, 2017, there were $799 million of senior notes, net of debt issuance costs, due
October 1, 2018
, and at December 31, 2016, there were $399 million of senior notes, net of debt issuance costs, due November 15, 2017, thus requiring classification as short-term debt, included in working capital.
|
(8)
|
Total assets and Long-term debt, net of current portion for 2013 and 2014 have been adjusted due to the retrospective adoption of an accounting standard update which requires that our senior notes be shown net of debt issuance costs. The adjustment amounts were $12,749 and $15,861 for the years ended December 31, 2014 and 2013, respectively.
|
ITEM 7.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenues:
|
|
|
|
|
|
||||||
RF Technology
(1)
|
$
|
1,862,126
|
|
|
$
|
1,210,264
|
|
|
$
|
1,033,951
|
|
Medical & Scientific Imaging
(2)
|
1,410,349
|
|
|
1,362,813
|
|
|
1,215,318
|
|
|||
Industrial Technology
(3)
|
783,707
|
|
|
706,625
|
|
|
745,381
|
|
|||
Energy Systems & Controls
(4)
|
551,289
|
|
|
510,223
|
|
|
587,745
|
|
|||
Total
|
$
|
4,607,471
|
|
|
$
|
3,789,925
|
|
|
$
|
3,582,395
|
|
|
|
|
|
|
|
||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|||
RF Technology
|
61.1
|
%
|
|
56.7
|
%
|
|
53.4
|
%
|
|||
Medical & Scientific Imaging
|
72.0
|
|
|
73.2
|
|
|
74.0
|
|
|||
Industrial Technology
|
50.6
|
|
|
50.6
|
|
|
49.8
|
|
|||
Energy Systems & Controls
|
57.4
|
|
|
57.1
|
|
|
58.1
|
|
|||
Total
|
62.2
|
%
|
|
61.5
|
%
|
|
60.4
|
%
|
|||
|
|
|
|
|
|
||||||
Segment operating margin:
|
|
|
|
|
|
|
|
|
|||
RF Technology
|
25.7
|
%
|
|
30.8
|
%
|
|
30.2
|
%
|
|||
Medical & Scientific Imaging
|
34.5
|
|
|
35.0
|
|
|
36.4
|
|
|||
Industrial Technology
|
30.0
|
|
|
28.7
|
|
|
28.8
|
|
|||
Energy Systems & Controls
|
27.4
|
|
|
25.4
|
|
|
27.6
|
|
|||
Total
|
29.3
|
%
|
|
31.2
|
%
|
|
31.6
|
%
|
|||
|
|
|
|
|
|
||||||
Corporate administrative expenses
|
(3.1
|
)%
|
|
(3.4
|
)%
|
|
(2.9
|
)%
|
|||
Income from continuing operations
|
26.3
|
|
|
27.8
|
|
|
28.7
|
|
|||
Interest expense, net
|
(3.9
|
)
|
|
(2.9
|
)
|
|
(2.4
|
)
|
|||
Other income/(expense)
|
0.1
|
|
|
(0.1
|
)
|
|
1.6
|
|
|||
Income from continuing operations before taxes
|
22.5
|
|
|
24.8
|
|
|
28.0
|
|
|||
Income taxes
|
(1.4
|
)
|
|
(7.4
|
)
|
|
(8.5
|
)
|
|||
|
|
|
|
|
|
||||||
Net earnings
|
21.1
|
%
|
|
17.4
|
%
|
|
19.4
|
%
|
(1)
|
Includes results from the acquisitions of Foodlink Holdings Inc. from July 2, 2014, On Center Software LLC from July 20, 2015, RF Ideas Inc. from September 1, 2015, Aderant Holdings Inc. from October 21, 2015, Black Diamond Advanced Technologies through March 20, 2015, ConstructConnect from October 31, 2016, Deltek, Inc. from December 28, 2016, Handshake Software, Inc. from August 4, 2017, Workbook Software A/S from September 15, 2017 and Onvia, Inc. from November 17, 2017.
|
(2)
|
Includes results from the acquisitions of Strata Decision Technologies LLC from January 21, 2015, SoftWriters Inc. from February 9, 2015, Data Innovations LLC from March 4, 2015, Atlantic Health Partners LLC from September 4, 2015, Atlas Database Software Corp. from October 26, 2015, CliniSys from January 7, 2016, PCI Medical from March 17, 2016, GeneInsight from April 1, 2016 and UNIConnect from November 10, 2016.
|
(3)
|
Includes results from Abel Pumps through October 2, 2015.
|
(4)
|
Includes results from the acquisition of Phase Technology from June 21, 2017.
|
|
2017
|
|
2016
|
|
change
|
|||||
RF Technology
|
$
|
991,382
|
|
|
$
|
991,212
|
|
|
—
|
%
|
Medical & Scientific Imaging
|
467,836
|
|
|
423,616
|
|
|
10.4
|
|
||
Industrial Technology
|
110,841
|
|
|
65,259
|
|
|
69.8
|
|
||
Energy Systems & Controls
|
102,293
|
|
|
92,309
|
|
|
10.8
|
|
||
Total
|
$
|
1,672,352
|
|
|
$
|
1,572,396
|
|
|
6.4
|
%
|
|
2016
|
|
2015
|
|
change
|
|||||
RF Technology
|
$
|
991,212
|
|
|
$
|
538,877
|
|
|
83.9
|
%
|
Medical & Scientific Imaging
|
423,616
|
|
|
373,213
|
|
|
13.5
|
%
|
||
Industrial Technology
|
65,259
|
|
|
68,002
|
|
|
(4.0
|
)%
|
||
Energy Systems & Controls
|
92,309
|
|
|
90,365
|
|
|
2.2
|
%
|
||
Total
|
$
|
1,572,396
|
|
|
$
|
1,070,457
|
|
|
46.9
|
%
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash provided by/(used in):
|
|
|
|
|
|
||||||
Operating activities
|
$
|
1,234
|
|
|
$
|
964
|
|
|
$
|
929
|
|
Investing activities
|
(210
|
)
|
|
(3,753
|
)
|
|
(1,698
|
)
|
|||
Financing activities
|
(1,170
|
)
|
|
2,805
|
|
|
996
|
|
|
|
|
Payments Due in Fiscal Year
|
||||||||||||||||||||||||
Contractual
Cash Obligations
1
|
Total
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Total debt
|
$
|
5,170,009
|
|
|
$
|
800,009
|
|
|
$
|
500,000
|
|
|
$
|
600,000
|
|
|
$
|
1,770,000
|
|
|
$
|
500,000
|
|
|
$
|
1,000,000
|
|
Senior note interest
|
579,657
|
|
|
129,325
|
|
|
106,608
|
|
|
85,025
|
|
|
67,269
|
|
|
51,822
|
|
|
139,608
|
|
|||||||
Capital leases
|
3,140
|
|
|
1,494
|
|
|
1,061
|
|
|
529
|
|
|
47
|
|
|
9
|
|
|
—
|
|
|||||||
Operating leases
|
272,285
|
|
|
61,109
|
|
|
49,563
|
|
|
42,109
|
|
|
35,473
|
|
|
26,014
|
|
|
58,017
|
|
|||||||
Total
|
$
|
6,025,091
|
|
|
$
|
991,937
|
|
|
$
|
657,232
|
|
|
$
|
727,663
|
|
|
$
|
1,872,789
|
|
|
$
|
577,845
|
|
|
$
|
1,197,625
|
|
|
|
|
Amounts Expiring in Fiscal Year
|
||||||||||||||||||||||||
Other Commercial
Commitments
|
Total
Amount
Committed
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022
|
|
Thereafter
|
||||||||||||||
Standby letters of credit and bank guarantees
|
$
|
75,898
|
|
|
$
|
28,614
|
|
|
$
|
1,921
|
|
|
$
|
723
|
|
|
$
|
34,006
|
|
|
$
|
10,351
|
|
|
$
|
283
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Page
|
Consolidated Financial Statements:
|
|
|
|
Supplementary Data:
|
|
|
2017
|
|
2016
|
||||
Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
671,327
|
|
|
$
|
757,200
|
|
Accounts receivable, net
|
641,662
|
|
|
619,854
|
|
||
Inventories, net
|
204,933
|
|
|
181,952
|
|
||
Income taxes receivable
|
24,365
|
|
|
31,679
|
|
||
Unbilled receivables
|
143,634
|
|
|
129,965
|
|
||
Other current assets
|
73,481
|
|
|
55,851
|
|
||
Total current assets
|
1,759,402
|
|
|
1,776,501
|
|
||
|
|
|
|
||||
Property, plant and equipment, net
|
142,535
|
|
|
141,318
|
|
||
Goodwill
|
8,820,313
|
|
|
8,647,142
|
|
||
Other intangible assets, net
|
3,475,218
|
|
|
3,655,843
|
|
||
Deferred taxes
|
30,726
|
|
|
30,620
|
|
||
Other assets
|
88,219
|
|
|
73,503
|
|
||
Total assets
|
$
|
14,316,413
|
|
|
$
|
14,324,927
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
|
|
||
Accounts payable
|
$
|
171,073
|
|
|
$
|
152,067
|
|
Accrued compensation
|
198,020
|
|
|
161,730
|
|
||
Deferred revenue
|
566,447
|
|
|
488,399
|
|
||
Other accrued liabilities
|
266,574
|
|
|
219,339
|
|
||
Income taxes payable
|
26,351
|
|
|
22,762
|
|
||
Current portion of long-term debt, net
|
800,944
|
|
|
400,975
|
|
||
Total current liabilities
|
2,029,409
|
|
|
1,445,272
|
|
||
|
|
|
|
||||
Long-term debt, net of current portion
|
4,354,611
|
|
|
5,808,561
|
|
||
Deferred taxes
|
829,657
|
|
|
1,178,205
|
|
||
Other liabilities
|
239,172
|
|
|
104,024
|
|
||
Total liabilities
|
7,452,849
|
|
|
8,536,062
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
|
|
|
|
||||
Stockholders' equity:
|
|
|
|
|
|
||
Preferred stock, $0.01 par value per share; 1,000 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
Common stock, $0.01 par value per share; 350,000 shares authorized; 104,379 shares issued and 102,493 outstanding at December 31, 2017 and 103,578 shares issued and 101,672 outstanding at December 31, 2016
|
1,044
|
|
|
1,036
|
|
||
Additional paid-in capital
|
1,602,869
|
|
|
1,489,067
|
|
||
Retained earnings
|
5,464,571
|
|
|
4,642,402
|
|
||
Accumulated other comprehensive loss
|
(186,214
|
)
|
|
(324,739
|
)
|
||
Treasury stock, 1,886 shares at December 31, 2017 and 1,906 shares at December 31, 2016
|
(18,706
|
)
|
|
(18,901
|
)
|
||
Total stockholders' equity
|
6,863,564
|
|
|
5,788,865
|
|
||
Total liabilities and stockholders' equity
|
$
|
14,316,413
|
|
|
$
|
14,324,927
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net revenues
|
$
|
4,607,471
|
|
|
$
|
3,789,925
|
|
|
$
|
3,582,395
|
|
Cost of sales
|
1,742,675
|
|
|
1,457,515
|
|
|
1,417,749
|
|
|||
Gross profit
|
2,864,796
|
|
|
2,332,410
|
|
|
2,164,646
|
|
|||
Selling, general and administrative expenses
|
1,654,552
|
|
|
1,277,847
|
|
|
1,136,728
|
|
|||
Income from operations
|
1,210,244
|
|
|
1,054,563
|
|
|
1,027,918
|
|
|||
Interest expense, net
|
180,566
|
|
|
111,559
|
|
|
84,225
|
|
|||
Loss on extinguishment of debt
|
—
|
|
|
871
|
|
|
—
|
|
|||
Other income/(expense), net
|
5,045
|
|
|
(1,481
|
)
|
|
58,652
|
|
|||
Earnings before income taxes
|
1,034,723
|
|
|
940,652
|
|
|
1,002,345
|
|
|||
Income taxes
|
62,951
|
|
|
282,007
|
|
|
306,278
|
|
|||
|
|
|
|
|
|
||||||
Net earnings
|
$
|
971,772
|
|
|
$
|
658,645
|
|
|
$
|
696,067
|
|
|
|
|
|
|
|
||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|||
Basic
|
$
|
9.51
|
|
|
$
|
6.50
|
|
|
$
|
6.92
|
|
Diluted
|
$
|
9.39
|
|
|
$
|
6.43
|
|
|
$
|
6.85
|
|
|
|
|
|
|
|
||||||
Weighted-average common shares outstanding:
|
|
|
|
|
|
|
|
|
|||
Basic
|
102,168
|
|
|
101,291
|
|
|
100,616
|
|
|||
Diluted
|
103,522
|
|
|
102,464
|
|
|
101,597
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Net earnings
|
$
|
971,772
|
|
|
$
|
658,645
|
|
|
$
|
696,067
|
|
|
|
|
|
|
|
||||||
Other comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|||
Foreign currency translation adjustments
|
138,525
|
|
|
(111,960
|
)
|
|
(139,789
|
)
|
|||
Unrecognized pension gain
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
|||
|
|
|
|
|
|
||||||
Total other comprehensive income/(loss), net of tax
|
138,525
|
|
|
(111,960
|
)
|
|
(140,852
|
)
|
|||
|
|
|
|
|
|
||||||
Comprehensive income
|
$
|
1,110,297
|
|
|
$
|
546,685
|
|
|
$
|
555,215
|
|
|
Common Stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Amount
|
|
Additional
paid-in
capital
|
|
Retained
earnings
|
|
Accumulated other comprehensive earnings
|
|
Treasury
stock
|
|
Total stockholders' equity
|
|||||||||||||
Balances at December 31, 2014
|
100,126
|
|
|
$
|
1,021
|
|
|
$
|
1,325,338
|
|
|
$
|
3,520,201
|
|
|
$
|
(71,927
|
)
|
|
$
|
(19,273
|
)
|
|
$
|
4,755,360
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
696,067
|
|
|
—
|
|
|
—
|
|
|
696,067
|
|
||||||
Stock option exercises
|
402
|
|
|
4
|
|
|
33,002
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
33,006
|
|
||||||
Treasury stock sold
|
18
|
|
|
—
|
|
|
2,710
|
|
|
—
|
|
|
—
|
|
|
179
|
|
|
2,889
|
|
||||||
Currency translation adjustments, net of $6,658 tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(139,789
|
)
|
|
—
|
|
|
(139,789
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
61,766
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,766
|
|
||||||
Restricted stock activity
|
324
|
|
|
3
|
|
|
(14,697
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,694
|
)
|
||||||
Stock option tax benefit, net of shortfalls
|
—
|
|
|
—
|
|
|
22,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
22,175
|
|
||||||
Conversion of senior subordinated convertible notes
|
—
|
|
|
—
|
|
|
(11,032
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11,032
|
)
|
||||||
Post-retirement benefit plan adjustments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,063
|
)
|
|
—
|
|
|
(1,063
|
)
|
||||||
Dividends declared ($1.05 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(105,738
|
)
|
|
—
|
|
|
—
|
|
|
(105,738
|
)
|
||||||
Balances at December 31, 2015
|
100,870
|
|
|
$
|
1,028
|
|
|
$
|
1,419,262
|
|
|
$
|
4,110,530
|
|
|
$
|
(212,779
|
)
|
|
$
|
(19,094
|
)
|
|
$
|
5,298,947
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
658,645
|
|
|
—
|
|
|
—
|
|
|
658,645
|
|
||||||
Stock option exercises
|
372
|
|
|
4
|
|
|
27,970
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27,974
|
|
||||||
Treasury stock sold
|
19
|
|
|
—
|
|
|
3,147
|
|
|
—
|
|
|
—
|
|
|
193
|
|
|
3,340
|
|
||||||
Currency translation adjustments, net of $2,570 tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(111,960
|
)
|
|
—
|
|
|
(111,960
|
)
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
77,860
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
77,860
|
|
||||||
Restricted stock activity
|
411
|
|
|
4
|
|
|
(17,980
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(17,976
|
)
|
||||||
Stock option tax benefit, net of shortfalls
|
—
|
|
|
—
|
|
|
(8,081
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(8,081
|
)
|
||||||
Conversion of senior subordinated convertible notes
|
—
|
|
|
—
|
|
|
(13,111
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,111
|
)
|
||||||
Dividends declared ($1.25 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(126,773
|
)
|
|
—
|
|
|
—
|
|
|
(126,773
|
)
|
||||||
Balances at December 31, 2016
|
101,672
|
|
|
$
|
1,036
|
|
|
$
|
1,489,067
|
|
|
$
|
4,642,402
|
|
|
$
|
(324,739
|
)
|
|
$
|
(18,901
|
)
|
|
$
|
5,788,865
|
|
Net earnings
|
—
|
|
|
—
|
|
|
—
|
|
|
971,772
|
|
|
—
|
|
|
—
|
|
|
971,772
|
|
||||||
Stock option exercises
|
645
|
|
|
6
|
|
|
61,317
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
61,323
|
|
||||||
Treasury stock sold
|
20
|
|
|
—
|
|
|
4,003
|
|
|
—
|
|
|
—
|
|
|
195
|
|
|
4,198
|
|
||||||
Currency translation adjustments, net of $4,899 tax
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
138,525
|
|
|
—
|
|
|
138,525
|
|
||||||
Stock based compensation
|
—
|
|
|
—
|
|
|
81,324
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
81,324
|
|
||||||
Restricted stock activity
|
156
|
|
|
2
|
|
|
(32,842
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,840
|
)
|
||||||
Dividends declared ($1.4625 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(149,603
|
)
|
|
—
|
|
|
—
|
|
|
(149,603
|
)
|
||||||
Balances at December 31, 2017
|
102,493
|
|
|
$
|
1,044
|
|
|
$
|
1,602,869
|
|
|
$
|
5,464,571
|
|
|
$
|
(186,214
|
)
|
|
$
|
(18,706
|
)
|
|
$
|
6,863,564
|
|
|
Years ended December 31,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net earnings
|
$
|
971,772
|
|
|
$
|
658,645
|
|
|
$
|
696,067
|
|
Adjustments to reconcile net earnings to cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|||
Depreciation and amortization of property, plant and equipment
|
49,513
|
|
|
37,299
|
|
|
38,185
|
|
|||
Amortization of intangible assets
|
295,452
|
|
|
203,154
|
|
|
166,076
|
|
|||
Amortization of deferred financing costs
|
7,227
|
|
|
5,612
|
|
|
4,136
|
|
|||
Non-cash stock compensation
|
83,075
|
|
|
78,827
|
|
|
61,766
|
|
|||
Gain on disposal of a business
|
—
|
|
|
—
|
|
|
(70,860
|
)
|
|||
Gain on sale of assets
|
(9,393
|
)
|
|
—
|
|
|
—
|
|
|||
Changes in operating assets and liabilities, net of acquired businesses:
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
(6,673
|
)
|
|
(20,734
|
)
|
|
52,597
|
|
|||
Unbilled receivables
|
(13,493
|
)
|
|
(1,202
|
)
|
|
(21,844
|
)
|
|||
Inventories
|
(15,363
|
)
|
|
6,353
|
|
|
(1,150
|
)
|
|||
Accounts payable and accrued liabilities
|
73,333
|
|
|
20,176
|
|
|
(8,392
|
)
|
|||
Deferred revenue
|
74,881
|
|
|
25,190
|
|
|
8,239
|
|
|||
Income taxes
|
(256,971
|
)
|
|
(47,589
|
)
|
|
3,069
|
|
|||
Other, net
|
(18,878
|
)
|
|
(1,946
|
)
|
|
936
|
|
|||
Cash provided by operating activities
|
1,234,482
|
|
|
963,785
|
|
|
928,825
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|||
Acquisitions of businesses, net of cash acquired
|
(153,736
|
)
|
|
(3,721,758
|
)
|
|
(1,762,883
|
)
|
|||
Capital expenditures
|
(48,752
|
)
|
|
(37,305
|
)
|
|
(36,260
|
)
|
|||
Capitalized software expenditures
|
(10,784
|
)
|
|
(2,801
|
)
|
|
(2,439
|
)
|
|||
Proceeds from disposal of a business
|
—
|
|
|
—
|
|
|
105,624
|
|
|||
Proceeds from sale of assets
|
10,628
|
|
|
870
|
|
|
1,126
|
|
|||
Other, net
|
(6,932
|
)
|
|
8,138
|
|
|
(3,500
|
)
|
|||
Cash used in investing activities
|
(209,576
|
)
|
|
(3,752,856
|
)
|
|
(1,698,332
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|||
Proceeds from senior notes
|
—
|
|
|
1,200,000
|
|
|
900,000
|
|
|||
Payment of senior notes
|
(400,000
|
)
|
|
—
|
|
|
—
|
|
|||
Borrowings/(payments) under revolving line of credit, net
|
(660,000
|
)
|
|
1,750,000
|
|
|
180,000
|
|
|||
Principal payments on convertible notes
|
—
|
|
|
(4,284
|
)
|
|
(4,006
|
)
|
|||
Debt issuance costs
|
—
|
|
|
(17,266
|
)
|
|
(8,044
|
)
|
|||
Cash dividends to stockholders
|
(142,753
|
)
|
|
(121,130
|
)
|
|
(100,334
|
)
|
|||
Treasury stock sales
|
4,198
|
|
|
3,340
|
|
|
2,889
|
|
|||
Stock award tax excess windfall benefit
|
—
|
|
|
—
|
|
|
22,228
|
|
|||
Proceeds from stock based compensation, net
|
28,487
|
|
|
9,998
|
|
|
18,312
|
|
|||
Redemption premium on convertible debt
|
—
|
|
|
(14,166
|
)
|
|
(13,126
|
)
|
|||
Other
|
51
|
|
|
(1,229
|
)
|
|
(1,677
|
)
|
|||
Cash provided by/(used in) financing activities
|
(1,170,017
|
)
|
|
2,805,263
|
|
|
996,242
|
|
|||
Effect of exchange rate changes on cash
|
59,238
|
|
|
(37,503
|
)
|
|
(58,654
|
)
|
|||
Net increase/(decrease) in cash and cash equivalents
|
(85,873
|
)
|
|
(21,311
|
)
|
|
168,081
|
|
|||
Cash and cash equivalents, beginning of year
|
757,200
|
|
|
778,511
|
|
|
610,430
|
|
|||
Cash and cash equivalents, end of year
|
$
|
671,327
|
|
|
$
|
757,200
|
|
|
$
|
778,511
|
|
Supplemental disclosures:
|
|
|
|
|
|
|
|
|
|||
Cash paid for:
|
|
|
|
|
|
|
|
|
|||
Interest
|
$
|
175,021
|
|
|
$
|
104,928
|
|
|
$
|
79,225
|
|
Income taxes, net of refunds received
|
$
|
320,235
|
|
|
$
|
329,596
|
|
|
$
|
280,801
|
|
Noncash investing activities:
|
|
|
|
|
|
|
|
|
|||
Net assets of businesses acquired:
|
|
|
|
|
|
|
|
|
|||
Fair value of assets, including goodwill
|
$
|
177,276
|
|
|
$
|
4,433,085
|
|
|
$
|
1,876,984
|
|
Liabilities assumed
|
(23,540
|
)
|
|
(711,327
|
)
|
|
(114,101
|
)
|
|||
Cash paid, net of cash acquired
|
$
|
153,736
|
|
|
$
|
3,721,758
|
|
|
$
|
1,762,883
|
|
•
|
The Company recorded tax benefits of
$15.3 million
within income tax expense for the year ended December 31, 2016 related to the excess tax benefit on share-based awards. Prior to adoption this amount would have been recorded as a reduction of additional paid-in capital. This change adds volatility to the Company's effective tax rate.
|
•
|
The Company no longer reclassifies the excess tax benefit from operating activities to financing activities in the statement of cash flows. The Company elected to apply this change in presentation prospectively and thus prior periods have not been adjusted.
|
•
|
The Company elected not to change its policy on accounting for forfeitures and continued to estimate the total number of awards for which the requisite service period will not be rendered.
|
•
|
The Company excluded the excess tax benefits from the assumed proceeds available to repurchase shares in the computation of its diluted earnings per share since adoption. This resulted in an increase in diluted weighted average common shares outstanding of
278,829
shares for the year ended December 31, 2016.
|
|
Years ended December 31,
|
|||||||
|
2017
|
|
2016
|
|
2015
|
|||
Basic weighted-average shares outstanding
|
102,168
|
|
|
101,291
|
|
|
100,616
|
|
Effect of potential common stock:
|
|
|
|
|
|
|
|
|
Common stock awards
|
1,354
|
|
|
1,126
|
|
|
887
|
|
Senior subordinated convertible notes
|
—
|
|
|
47
|
|
|
94
|
|
Diluted weighted-average shares outstanding
|
103,522
|
|
|
102,464
|
|
|
101,597
|
|
•
|
a significant adverse change in legal factors or in the business climate;
|
•
|
an adverse action or assessment by a regulator;
|
•
|
unanticipated competition;
|
•
|
a loss of key personnel;
|
•
|
a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed of;
|
•
|
the testing for recoverability under the Impairment or Disposal of Long-Lived Assets of a significant asset group within a reporting unit; and
|
•
|
recognition of a goodwill impairment loss in the financial statements of a subsidiary that is a component of a reporting unit.
|
Buildings
|
20-30 years
|
Machinery
|
8-12 years
|
Other equipment
|
3-5 years
|
•
|
persuasive evidence of an arrangement exists;
|
•
|
delivery has occurred or services have been rendered;
|
•
|
the seller's price to the buyer is fixed or determinable; and
|
•
|
collectibility is reasonably assured.
|
Accounts receivable
|
$
|
94,506
|
|
Other current assets
|
37,558
|
|
|
Identifiable intangibles
|
972,000
|
|
|
Goodwill
|
2,234,549
|
|
|
Other assets
|
43,098
|
|
|
Total assets acquired
|
3,381,711
|
|
|
Deferred revenue
|
166,393
|
|
|
Other current liabilities
|
57,433
|
|
|
Long-term deferred tax liability
|
349,810
|
|
|
Other liabilities
|
7,935
|
|
|
Net assets acquired
|
$
|
2,800,140
|
|
|
Pro forma
Year ended December 31,
|
||||||
|
2016
|
|
2015
|
||||
Net revenues
|
$
|
4,268,052
|
|
|
$
|
4,012,030
|
|
Net income
|
656,404
|
|
|
647,089
|
|
||
Earnings per share, basic
|
6.48
|
|
|
6.43
|
|
||
Earnings per share, diluted
|
6.41
|
|
|
6.37
|
|
–
|
Clinisys - 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.
|
–
|
PCI Medical - On March 17, 2016, Roper acquired the assets of PCI Medical Inc., a provider of medical probe and scope disinfection products.
|
–
|
GeneInsight - 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.
|
–
|
UNIConnect - On November 10, 2016, Roper acquired the assets of UNIConnect LC, a provider of process management software for molecular laboratories.
|
–
|
Strata
- On January 21, 2015, Roper acquired
100%
of the shares of Strata Decision Technologies LLC ("Strata"), a provider of planning and budget software for health care providers.
|
–
|
Softwriters
- On February 9, 2015, Roper acquired
100%
of the shares of Softwriters Inc., a provider of long-term care pharmacy operating software.
|
–
|
Data Innovations
- On March 4, 2015, Roper acquired
100%
of the shares of Data Innovations LLC, a provider of clinical and blood laboratory middleware.
|
–
|
AHP
- On September 4, 2015, Roper acquired the assets of Atlantic Health Partners LLC ("AHP"), a group purchasing organization specializing in vaccines for the physician marketplace.
|
–
|
Atlas
- On October 26, 2015, Roper acquired
100%
of the shares of Atlas Database Software Corp. ("Atlas"), a provider of clinical process integration to private and public health sectors.
|
–
|
On Center
- On July 20, 2015, Roper acquired
100%
of the shares of On Center Software LLC ("On Center"), a provider of construction automation technology.
|
–
|
RF IDeas
- On September 1, 2015, Roper acquired
100%
of the shares of RF IDeas, Inc., a provider of proprietary identification card technology solutions.
|
–
|
Aderant
- On October 21, 2015, Roper acquired
100%
of the shares of Aderant Holdings, Inc. ("Aderant"), a provider of comprehensive software solutions for law and other professional services firms.
|
|
2017
|
|
2016
|
||||
Raw materials and supplies
|
$
|
132,949
|
|
|
$
|
113,632
|
|
Work in process
|
27,649
|
|
|
24,290
|
|
||
Finished products
|
82,445
|
|
|
81,263
|
|
||
Inventory reserves
|
(38,110
|
)
|
|
(37,233
|
)
|
||
|
$
|
204,933
|
|
|
$
|
181,952
|
|
|
2017
|
|
2016
|
||||
Land
|
$
|
2,471
|
|
|
$
|
2,404
|
|
Buildings
|
90,683
|
|
|
88,201
|
|
||
Machinery and other equipment
|
226,320
|
|
|
221,325
|
|
||
Computer equipment
|
77,508
|
|
|
70,110
|
|
||
Software
|
62,387
|
|
|
54,451
|
|
||
|
459,369
|
|
|
436,491
|
|
||
Accumulated depreciation
|
(316,834
|
)
|
|
(295,173
|
)
|
||
|
$
|
142,535
|
|
|
$
|
141,318
|
|
|
RF Technology
|
|
Medical &
Scientific Imaging
|
|
Industrial Technology
|
|
Energy Systems
& Controls
|
|
Total
|
||||||||||
Balances at December 31, 2015
|
$
|
1,993,299
|
|
|
$
|
3,039,197
|
|
|
$
|
374,033
|
|
|
$
|
418,197
|
|
|
$
|
5,824,726
|
|
Goodwill acquired
|
2,710,223
|
|
|
166,768
|
|
|
—
|
|
|
—
|
|
|
2,876,991
|
|
|||||
Currency translation adjustments
|
(15,118
|
)
|
|
(19,100
|
)
|
|
(10,055
|
)
|
|
(7,774
|
)
|
|
(52,047
|
)
|
|||||
Reclassifications and other
|
(734
|
)
|
|
(1,794
|
)
|
|
—
|
|
|
—
|
|
|
(2,528
|
)
|
|||||
Balances at December 31, 2016
|
$
|
4,687,670
|
|
|
$
|
3,185,071
|
|
|
$
|
363,978
|
|
|
$
|
410,423
|
|
|
$
|
8,647,142
|
|
Goodwill acquired
|
63,490
|
|
|
—
|
|
|
—
|
|
|
19,169
|
|
|
82,659
|
|
|||||
Currency translation adjustments
|
19,337
|
|
|
17,582
|
|
|
13,540
|
|
|
8,395
|
|
|
58,854
|
|
|||||
Reclassifications and other
|
28,394
|
|
|
3,264
|
|
|
—
|
|
|
—
|
|
|
31,658
|
|
|||||
Balances at December 31, 2017
|
$
|
4,798,891
|
|
|
$
|
3,205,917
|
|
|
$
|
377,518
|
|
|
$
|
437,987
|
|
|
$
|
8,820,313
|
|
|
Cost
|
|
Accum. amort.
|
|
Net book value
|
||||||
Assets subject to amortization:
|
|
|
|
|
|
||||||
Customer related intangibles
|
$
|
3,272,081
|
|
|
$
|
(712,718
|
)
|
|
$
|
2,559,363
|
|
Unpatented technology
|
462,152
|
|
|
(144,025
|
)
|
|
318,127
|
|
|||
Software
|
184,761
|
|
|
(56,882
|
)
|
|
127,879
|
|
|||
Patents and other protective rights
|
24,656
|
|
|
(20,399
|
)
|
|
4,257
|
|
|||
Trade names
|
6,591
|
|
|
(653
|
)
|
|
5,938
|
|
|||
|
|
|
|
|
|
|
|
|
|||
Assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|||
Trade names
|
578,279
|
|
|
—
|
|
|
578,279
|
|
|||
In process research and development
|
62,000
|
|
|
—
|
|
|
62,000
|
|
|||
Balances at December 31, 2016
|
$
|
4,590,520
|
|
|
$
|
(934,677
|
)
|
|
$
|
3,655,843
|
|
|
|
|
|
|
|
||||||
Assets subject to amortization:
|
|
|
|
|
|
|
|
|
|||
Customer related intangibles
|
$
|
3,355,232
|
|
|
$
|
(913,680
|
)
|
|
$
|
2,441,552
|
|
Unpatented technology
|
544,046
|
|
|
(207,678
|
)
|
|
336,368
|
|
|||
Software
|
184,703
|
|
|
(84,825
|
)
|
|
99,878
|
|
|||
Patents and other protective rights
|
26,090
|
|
|
(22,729
|
)
|
|
3,361
|
|
|||
Trade names
|
6,635
|
|
|
(1,731
|
)
|
|
4,904
|
|
|||
Assets not subject to amortization:
|
|
|
|
|
|
|
|
|
|||
Trade names
|
587,737
|
|
|
—
|
|
|
587,737
|
|
|||
In process research and development
|
1,418
|
|
|
—
|
|
|
1,418
|
|
|||
Balances at December 31, 2017
|
$
|
4,705,861
|
|
|
$
|
(1,230,643
|
)
|
|
$
|
3,475,218
|
|
|
2017
|
|
2016
|
||||
Interest
|
$
|
20,060
|
|
|
$
|
21,742
|
|
Customer deposits
|
29,236
|
|
|
16,707
|
|
||
Commissions
|
8,341
|
|
|
9,144
|
|
||
Warranty
|
10,587
|
|
|
10,548
|
|
||
Accrued dividend
|
42,921
|
|
|
36,077
|
|
||
Rebates
|
29,996
|
|
|
19,414
|
|
||
Billings in excess of cost
|
23,284
|
|
|
12,381
|
|
||
Other
|
102,149
|
|
|
93,326
|
|
||
|
$
|
266,574
|
|
|
$
|
219,339
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
United States
|
$
|
783,654
|
|
|
$
|
721,000
|
|
|
$
|
710,614
|
|
Other
|
251,069
|
|
|
219,652
|
|
|
291,731
|
|
|||
|
$
|
1,034,723
|
|
|
$
|
940,652
|
|
|
$
|
1,002,345
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
316,031
|
|
|
$
|
239,217
|
|
|
$
|
229,224
|
|
State
|
29,768
|
|
|
21,779
|
|
|
22,041
|
|
|||
Foreign
|
89,894
|
|
|
54,937
|
|
|
71,507
|
|
|||
Deferred:
|
|
|
|
|
|
|
|
|
|||
Federal
|
(358,300
|
)
|
|
(26,760
|
)
|
|
6,710
|
|
|||
State
|
(3,670
|
)
|
|
189
|
|
|
(16,844
|
)
|
|||
Foreign
|
(10,772
|
)
|
|
(7,355
|
)
|
|
(6,360
|
)
|
|||
|
$
|
62,951
|
|
|
$
|
282,007
|
|
|
$
|
306,278
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign rate differential
|
(2.6
|
)
|
|
(3.2
|
)
|
|
(3.3
|
)
|
R&D tax credits
|
(0.8
|
)
|
|
(0.7
|
)
|
|
(0.5
|
)
|
State taxes, net of federal benefit
|
1.9
|
|
|
1.9
|
|
|
2.0
|
|
Section 199 deduction
|
(1.3
|
)
|
|
(1.5
|
)
|
|
(1.3
|
)
|
Stock-based compensation
|
(3.9
|
)
|
|
(1.6
|
)
|
|
—
|
|
Tax Cuts and Jobs Act of 2017
|
(20.8
|
)
|
|
—
|
|
|
—
|
|
Other, net
|
(1.4
|
)
|
|
0.1
|
|
|
(1.3
|
)
|
|
6.1
|
%
|
|
30.0
|
%
|
|
30.6
|
%
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
||||
Reserves and accrued expenses
|
$
|
121,509
|
|
|
$
|
186,120
|
|
Inventories
|
5,094
|
|
|
8,967
|
|
||
Net operating loss carryforwards
|
71,774
|
|
|
87,010
|
|
||
R&D credits
|
9,570
|
|
|
7,933
|
|
||
Foreign tax credits
|
—
|
|
|
9,203
|
|
||
Valuation allowance
|
(25,690
|
)
|
|
(26,009
|
)
|
||
Total deferred tax assets
|
$
|
182,257
|
|
|
$
|
273,224
|
|
Deferred tax liabilities:
|
|
|
|
|
|
||
Reserves and accrued expenses
|
$
|
39,566
|
|
|
$
|
13,915
|
|
Amortizable intangible assets
|
935,874
|
|
|
1,400,792
|
|
||
Plant and equipment
|
5,748
|
|
|
6,102
|
|
||
Total deferred tax liabilities
|
$
|
981,188
|
|
|
$
|
1,420,809
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Beginning balance
|
$
|
38,678
|
|
|
$
|
26,140
|
|
|
$
|
28,567
|
|
Additions for tax positions of prior periods
|
24,804
|
|
|
3,450
|
|
|
3,525
|
|
|||
Additions for tax positions of the current period
|
4,174
|
|
|
9,012
|
|
|
3,299
|
|
|||
Additions due to acquisitions
|
—
|
|
|
5,049
|
|
|
6,177
|
|
|||
Reductions for tax positions of prior periods
|
(11,162
|
)
|
|
(1,165
|
)
|
|
(12,206
|
)
|
|||
Reductions attributable to settlements with taxing authorities
|
(1,536
|
)
|
|
(568
|
)
|
|
(142
|
)
|
|||
Reductions attributable to lapses of applicable statute of limitations
|
(2,769
|
)
|
|
(3,240
|
)
|
|
(3,080
|
)
|
|||
Ending balance
|
$
|
52,189
|
|
|
$
|
38,678
|
|
|
$
|
26,140
|
|
|
2017
|
|
2016
|
||||
2016 Facility
|
$
|
1,270,000
|
|
|
$
|
1,930,000
|
|
$400 million 1.850% senior notes due 2017
|
—
|
|
|
400,000
|
|
||
$800 million 2.050% senior notes due 2018
|
800,000
|
|
|
800,000
|
|
||
$500 million 6.250% senior notes due 2019
|
500,000
|
|
|
500,000
|
|
||
$600 million 3.000% senior notes due 2020
|
600,000
|
|
|
600,000
|
|
||
$500 million 2.800% senior notes due 2021
|
500,000
|
|
|
500,000
|
|
||
$500 million 3.125% senior notes due 2022
|
500,000
|
|
|
500,000
|
|
||
$300 million 3.850% senior notes due 2025
|
300,000
|
|
|
300,000
|
|
||
$700 million 3.800% senior notes due 2026
|
700,000
|
|
|
700,000
|
|
||
Other
|
3,149
|
|
|
2,989
|
|
||
Less unamortized debt issuance costs
|
(17,594
|
)
|
|
(23,453
|
)
|
||
Total debt
|
5,155,555
|
|
|
6,209,536
|
|
||
Less current portion, net of issuance costs
|
800,944
|
|
|
400,975
|
|
||
Long-term debt
|
$
|
4,354,611
|
|
|
$
|
5,808,561
|
|
2018
|
$
|
801,503
|
|
2019
|
501,061
|
|
|
2020
|
600,529
|
|
|
2021
|
1,770,047
|
|
|
2022
|
500,009
|
|
|
Thereafter
|
1,000,000
|
|
|
Total
|
$
|
5,173,149
|
|
$800 million 2.050% senior notes due 2018
|
800
|
|
$500 million 6.250% senior notes due 2019
|
531
|
|
$600 million 3.000% senior notes due 2020
|
608
|
|
$500 million 2.800% senior notes due 2021
|
501
|
|
$500 million 3.125% senior notes due 2022
|
505
|
|
$300 million 3.850% senior notes due 2025
|
311
|
|
$700 million 3.800% senior notes due 2026
|
723
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Stock based compensation
|
$
|
83.1
|
|
|
$
|
78.8
|
|
|
$
|
61.8
|
|
Tax benefit recognized in net earnings
|
29.1
|
|
|
27.6
|
|
|
21.6
|
|
|||
Windfall tax benefit, net
|
—
|
|
|
—
|
|
|
22.2
|
|
|
2017
|
|
2016
|
|
2015
|
|||
Weighted-average fair value ($)
|
40.87
|
|
|
34.57
|
|
|
33.98
|
|
Risk-free interest rate (%)
|
2.03
|
|
|
1.44
|
|
|
1.53
|
|
Average expected option life (years)
|
5.26
|
|
|
5.20
|
|
|
5.10
|
|
Expected volatility (%)
|
18.74
|
|
|
21.35
|
|
|
22.17
|
|
Expected dividend yield (%)
|
0.67
|
|
|
0.70
|
|
|
0.62
|
|
|
Number of shares
|
|
Weighted-average
exercise price
per share
|
|
Weighted-average
contractual term
|
|
Aggregate intrinsic
value
|
|||||
Outstanding at January 1, 2016
|
3,117,616
|
|
|
$
|
104.54
|
|
|
|
|
|
||
Granted
|
743,250
|
|
|
172.23
|
|
|
|
|
|
|||
Exercised
|
(371,853
|
)
|
|
75.23
|
|
|
|
|
|
|||
Canceled
|
(69,416
|
)
|
|
159.97
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
3,419,597
|
|
|
121.31
|
|
|
6.15
|
|
$
|
211,369,740
|
|
|
Granted
|
608,598
|
|
|
210.56
|
|
|
|
|
|
|
||
Exercised
|
(644,610
|
)
|
|
95.14
|
|
|
|
|
|
|
||
Canceled
|
(187,721
|
)
|
|
170.75
|
|
|
|
|
|
|
||
Outstanding at December 31, 2017
|
3,195,864
|
|
|
140.68
|
|
|
6.09
|
|
$
|
368,589,147
|
|
|
Exercisable at December 31, 2017
|
1,766,869
|
|
|
$
|
103.48
|
|
|
4.12
|
|
$
|
269,474,477
|
|
|
|
Outstanding options
|
|
Exercisable options
|
||||||||||||
Exercise price
|
|
Number
|
|
Average
exercise
price
|
|
Average remaining
life (years)
|
|
Number
|
|
Average
exercise
price
|
||||||
$40.57 - 52.37
|
|
147,840
|
|
|
$
|
47.38
|
|
|
1.7
|
|
147,840
|
|
|
$
|
47.38
|
|
52.37 - 78.56
|
|
500,259
|
|
|
61.18
|
|
|
1.2
|
|
500,259
|
|
|
61.18
|
|
||
78.56 - 104.75
|
|
172,777
|
|
|
93.83
|
|
|
4.1
|
|
172,777
|
|
|
93.83
|
|
||
104.75 - 130.94
|
|
342,805
|
|
|
117.51
|
|
|
5.2
|
|
342,805
|
|
|
117.51
|
|
||
130.94 - 157.12
|
|
481,652
|
|
|
139.21
|
|
|
6.4
|
|
430,101
|
|
|
138.27
|
|
||
157.12 - 183.31
|
|
870,883
|
|
|
169.61
|
|
|
7.8
|
|
151,337
|
|
|
166.74
|
|
||
183.31 - 209.50
|
|
225,450
|
|
|
187.64
|
|
|
8.7
|
|
21,750
|
|
|
185.47
|
|
||
209.50 - 235.68
|
|
434,398
|
|
|
215.02
|
|
|
9.3
|
|
—
|
|
|
—
|
|
||
235.68 - 261.87
|
|
19,800
|
|
|
253.01
|
|
|
9.8
|
|
—
|
|
|
—
|
|
||
$40.57 - 261.87
|
|
3,195,864
|
|
|
$
|
140.68
|
|
|
6.1
|
|
1,766,869
|
|
|
$
|
103.48
|
|
|
Number of
shares
|
|
Weighted-average
grant date
fair value
|
|||
Nonvested at December 31, 2015
|
709,275
|
|
|
$
|
146.64
|
|
Granted
|
555,730
|
|
|
172.67
|
|
|
Vested
|
(287,233
|
)
|
|
141.27
|
|
|
Forfeited
|
(25,100
|
)
|
|
139.56
|
|
|
Nonvested at December 31, 2016
|
952,672
|
|
|
$
|
164.62
|
|
Granted
|
410,267
|
|
|
205.88
|
|
|
Vested
|
(387,452
|
)
|
|
155.95
|
|
|
Forfeited
|
(116,491
|
)
|
|
173.53
|
|
|
Nonvested at December 31, 2017
|
858,996
|
|
|
$
|
187.01
|
|
2018
|
$
|
54.3
|
|
2019
|
44.7
|
|
|
2020
|
39.6
|
|
|
2021
|
34.6
|
|
|
2022
|
25.7
|
|
|
Thereafter
|
58.0
|
|
|
Total
|
$
|
256.9
|
|
|
2017
|
|
2016
|
|
2015
|
||||||
Balance, beginning of year
|
$
|
10,548
|
|
|
$
|
10,183
|
|
|
$
|
9,537
|
|
Additions charged to costs and expenses
|
10,820
|
|
|
15,950
|
|
|
14,284
|
|
|||
Deductions
|
(11,170
|
)
|
|
(15,513
|
)
|
|
(13,059
|
)
|
|||
Other
|
389
|
|
|
(72
|
)
|
|
(579
|
)
|
|||
Balance, end of year
|
$
|
10,587
|
|
|
$
|
10,548
|
|
|
$
|
10,183
|
|
|
RF Technology
|
|
Medical &
Scientific
Imaging
|
|
Industrial
Technology
|
|
Energy Systems
& Controls
|
|
Corporate
|
|
Total
|
||||||||||||
2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net revenues
|
$
|
1,862,126
|
|
|
$
|
1,410,349
|
|
|
$
|
783,707
|
|
|
$
|
551,289
|
|
|
$
|
—
|
|
|
$
|
4,607,471
|
|
Operating profit
|
479,295
|
|
|
486,575
|
|
|
235,018
|
|
|
151,163
|
|
|
(141,807
|
)
|
|
1,210,244
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating assets
|
518,423
|
|
|
309,235
|
|
|
195,413
|
|
|
175,775
|
|
|
7,399
|
|
|
1,206,245
|
|
||||||
Intangible assets, net
|
6,660,898
|
|
|
4,590,768
|
|
|
499,490
|
|
|
544,375
|
|
|
—
|
|
|
12,295,531
|
|
||||||
Other
|
192,041
|
|
|
131,078
|
|
|
76,193
|
|
|
196,528
|
|
|
218,797
|
|
|
814,637
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,316,413
|
|
||||||
Capital expenditures
|
20,079
|
|
|
18,791
|
|
|
5,707
|
|
|
3,155
|
|
|
1,020
|
|
|
48,752
|
|
||||||
Capitalized software expenditures
|
9,989
|
|
|
792
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
10,784
|
|
||||||
Depreciation and other amortization
|
191,876
|
|
|
118,643
|
|
|
17,109
|
|
|
16,747
|
|
|
590
|
|
|
344,965
|
|
||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
$
|
1,210,264
|
|
|
$
|
1,362,813
|
|
|
$
|
706,625
|
|
|
$
|
510,223
|
|
|
$
|
—
|
|
|
$
|
3,789,925
|
|
Operating profit
|
372,467
|
|
|
477,548
|
|
|
202,451
|
|
|
129,602
|
|
|
(127,505
|
)
|
|
1,054,563
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating assets
|
487,936
|
|
|
282,437
|
|
|
182,430
|
|
|
164,349
|
|
|
11,788
|
|
|
1,128,940
|
|
||||||
Intangible assets, net
|
6,634,964
|
|
|
4,660,298
|
|
|
493,924
|
|
|
513,799
|
|
|
—
|
|
|
12,302,985
|
|
||||||
Other
|
156,413
|
|
|
154,838
|
|
|
88,130
|
|
|
134,976
|
|
|
358,645
|
|
|
893,002
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14,324,927
|
|
||||||
Capital expenditures
|
11,536
|
|
|
16,098
|
|
|
6,590
|
|
|
2,218
|
|
|
863
|
|
|
37,305
|
|
||||||
Capitalized software expenditures
|
6
|
|
|
2,749
|
|
|
15
|
|
|
31
|
|
|
—
|
|
|
2,801
|
|
||||||
Depreciation and other amortization
|
82,653
|
|
|
119,248
|
|
|
18,573
|
|
|
19,701
|
|
|
278
|
|
|
240,453
|
|
||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net revenues
|
$
|
1,033,951
|
|
|
$
|
1,215,318
|
|
|
$
|
745,381
|
|
|
$
|
587,745
|
|
|
$
|
—
|
|
|
$
|
3,582,395
|
|
Operating profit
|
312,112
|
|
|
441,931
|
|
|
214,538
|
|
|
162,128
|
|
|
(102,791
|
)
|
|
1,027,918
|
|
||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Operating assets
|
293,004
|
|
|
265,520
|
|
|
182,544
|
|
|
194,898
|
|
|
9,080
|
|
|
945,046
|
|
||||||
Intangible assets, net
|
2,848,911
|
|
|
4,451,028
|
|
|
513,155
|
|
|
540,628
|
|
|
—
|
|
|
8,353,722
|
|
||||||
Other
|
117,596
|
|
|
121,461
|
|
|
67,832
|
|
|
113,014
|
|
|
449,694
|
|
|
869,597
|
|
||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,168,365
|
|
||||||
Capital expenditures
|
10,758
|
|
|
12,642
|
|
|
9,179
|
|
|
3,276
|
|
|
405
|
|
|
36,260
|
|
||||||
Capitalized software expenditures
|
—
|
|
|
2,368
|
|
|
48
|
|
|
23
|
|
|
—
|
|
|
2,439
|
|
||||||
Depreciation and other amortization
|
56,877
|
|
|
105,928
|
|
|
19,912
|
|
|
21,254
|
|
|
290
|
|
|
204,261
|
|
|
United States
|
|
Non-U.S.
|
|
Eliminations
|
|
Total
|
||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Sales to unaffiliated customers
|
$
|
3,679,133
|
|
|
$
|
928,338
|
|
|
$
|
—
|
|
|
$
|
4,607,471
|
|
Sales between geographic areas
|
133,193
|
|
|
187,765
|
|
|
(320,958
|
)
|
|
—
|
|
||||
Net revenues
|
$
|
3,812,326
|
|
|
$
|
1,116,103
|
|
|
$
|
(320,958
|
)
|
|
$
|
4,607,471
|
|
Long-lived assets
|
$
|
144,013
|
|
|
$
|
31,431
|
|
|
$
|
—
|
|
|
$
|
175,444
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales to unaffiliated customers
|
$
|
2,978,496
|
|
|
$
|
811,429
|
|
|
$
|
—
|
|
|
$
|
3,789,925
|
|
Sales between geographic areas
|
137,276
|
|
|
109,370
|
|
|
(246,646
|
)
|
|
—
|
|
||||
Net revenues
|
$
|
3,115,772
|
|
|
$
|
920,799
|
|
|
$
|
(246,646
|
)
|
|
$
|
3,789,925
|
|
Long-lived assets
|
$
|
145,996
|
|
|
$
|
21,020
|
|
|
$
|
—
|
|
|
$
|
167,016
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Sales to unaffiliated customers
|
$
|
2,829,752
|
|
|
$
|
752,643
|
|
|
$
|
—
|
|
|
$
|
3,582,395
|
|
Sales between geographic areas
|
135,363
|
|
|
119,006
|
|
|
(254,369
|
)
|
|
—
|
|
||||
Net revenues
|
$
|
2,965,115
|
|
|
$
|
871,649
|
|
|
$
|
(254,369
|
)
|
|
$
|
3,582,395
|
|
Long-lived assets
|
$
|
133,522
|
|
|
$
|
21,960
|
|
|
$
|
—
|
|
|
$
|
155,482
|
|
|
RF Technology
|
|
Medical &
Scientific Imaging
|
|
Industrial
Technology
|
|
Energy Systems
& Controls
|
|
Total
|
||||||||||
2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Canada
|
$
|
73,356
|
|
|
$
|
23,501
|
|
|
$
|
64,079
|
|
|
$
|
26,171
|
|
|
$
|
187,107
|
|
Europe
|
140,348
|
|
|
244,031
|
|
|
92,427
|
|
|
119,434
|
|
|
596,240
|
|
|||||
Asia
|
10,180
|
|
|
119,150
|
|
|
58,286
|
|
|
137,693
|
|
|
325,309
|
|
|||||
Middle East
|
61,356
|
|
|
11,051
|
|
|
4,833
|
|
|
35,238
|
|
|
112,478
|
|
|||||
Rest of the world
|
26,243
|
|
|
22,708
|
|
|
21,485
|
|
|
49,592
|
|
|
120,028
|
|
|||||
Total
|
$
|
311,483
|
|
|
$
|
420,441
|
|
|
$
|
241,110
|
|
|
$
|
368,128
|
|
|
$
|
1,341,162
|
|
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Canada
|
$
|
52,703
|
|
|
$
|
21,993
|
|
|
$
|
60,551
|
|
|
$
|
22,360
|
|
|
$
|
157,607
|
|
Europe
|
71,673
|
|
|
228,058
|
|
|
89,229
|
|
|
119,032
|
|
|
507,992
|
|
|||||
Asia
|
11,988
|
|
|
111,843
|
|
|
52,087
|
|
|
126,769
|
|
|
302,687
|
|
|||||
Middle East
|
50,605
|
|
|
10,107
|
|
|
2,997
|
|
|
37,491
|
|
|
101,200
|
|
|||||
Rest of the world
|
17,067
|
|
|
21,549
|
|
|
20,675
|
|
|
46,202
|
|
|
105,493
|
|
|||||
Total
|
$
|
204,036
|
|
|
$
|
393,550
|
|
|
$
|
225,539
|
|
|
$
|
351,854
|
|
|
$
|
1,174,979
|
|
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Canada
|
$
|
45,506
|
|
|
$
|
23,737
|
|
|
$
|
65,826
|
|
|
$
|
23,883
|
|
|
$
|
158,952
|
|
Europe
|
57,581
|
|
|
167,698
|
|
|
97,938
|
|
|
129,021
|
|
|
452,238
|
|
|||||
Asia
|
10,019
|
|
|
112,732
|
|
|
60,817
|
|
|
132,088
|
|
|
315,656
|
|
|||||
Middle East
|
54,165
|
|
|
15,877
|
|
|
4,220
|
|
|
50,227
|
|
|
124,489
|
|
|||||
Rest of the world
|
10,761
|
|
|
20,417
|
|
|
24,471
|
|
|
55,074
|
|
|
110,723
|
|
|||||
Total
|
$
|
178,032
|
|
|
$
|
340,461
|
|
|
$
|
253,272
|
|
|
$
|
390,293
|
|
|
$
|
1,162,058
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2017
|
|
|
|
|
|
|
|
||||||||
Net revenues
|
$
|
1,086,305
|
|
|
$
|
1,134,671
|
|
|
$
|
1,159,912
|
|
|
$
|
1,226,583
|
|
Gross profit
|
667,614
|
|
|
705,650
|
|
|
726,420
|
|
|
765,112
|
|
||||
Income from operations
|
258,256
|
|
|
294,258
|
|
|
310,747
|
|
|
346,983
|
|
||||
Net earnings
|
158,071
|
|
|
179,556
|
|
|
190,273
|
|
|
443,872
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.55
|
|
|
$
|
1.76
|
|
|
$
|
1.86
|
|
|
4.33
|
|
|
Diluted
|
$
|
1.53
|
|
|
$
|
1.74
|
|
|
$
|
1.84
|
|
|
4.27
|
|
|
|
|
|
|
|
|
|
|
||||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net revenues
|
$
|
902,423
|
|
|
$
|
931,558
|
|
|
$
|
945,144
|
|
|
$
|
1,010,800
|
|
Gross profit
|
559,519
|
|
|
567,520
|
|
|
578,493
|
|
|
626,878
|
|
||||
Income from operations
|
244,991
|
|
|
253,078
|
|
|
267,390
|
|
|
289,104
|
|
||||
Net earnings
|
151,416
|
|
|
158,069
|
|
|
167,079
|
|
|
182,081
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Earnings per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
1.50
|
|
|
$
|
1.56
|
|
|
$
|
1.65
|
|
|
$
|
1.79
|
|
Diluted
|
$
|
1.48
|
|
|
$
|
1.54
|
|
|
$
|
1.63
|
|
|
$
|
1.78
|
|
|
Balance at
beginning
of year
|
|
Additions
charged to
costs and
expenses
|
|
Deductions
|
|
Other
|
|
Balance at
end
of year
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Allowance for doubtful accounts and sales allowances
|
|||||||||||||||||||
2017
|
$
|
14,489
|
|
|
$
|
4,262
|
|
|
$
|
(5,919
|
)
|
|
$
|
(144
|
)
|
|
$
|
12,688
|
|
2016
|
12,404
|
|
|
1,791
|
|
|
(2,794
|
)
|
|
3,088
|
|
|
14,489
|
|
|||||
2015
|
13,694
|
|
|
1,536
|
|
|
(4,128
|
)
|
|
1,302
|
|
|
12,404
|
|
|||||
Reserve for inventory obsolescence
|
|||||||||||||||||||
2017
|
$
|
37,233
|
|
|
$
|
5,291
|
|
|
$
|
(6,331
|
)
|
|
$
|
1,917
|
|
|
$
|
38,110
|
|
2016
|
34,040
|
|
|
10,071
|
|
|
(6,540
|
)
|
|
(338
|
)
|
|
37,233
|
|
|||||
2015
|
38,879
|
|
|
8,616
|
|
|
(9,049
|
)
|
|
(4,406
|
)
|
|
34,040
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
Plan Category
|
(a)
Number of Securities to
be Issued Upon
Exercise of Outstanding
Options, Warrants and
Rights
|
|
(b)
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
|
(c)
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(Excluding Securities
Reflected in Column (a))
|
||||
Equity Compensation Plans Approved by Shareholders
(1)
|
|
|
|
|
|
||||
Stock options
|
3,195,864
|
|
|
$
|
140.68
|
|
|
|
|
Restricted stock awards
(2)
|
858,996
|
|
|
—
|
|
|
|
||
Subtotal
|
4,054,860
|
|
|
|
|
|
7,802,395
|
|
|
Equity Compensation Plans Not Approved by Shareholders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
4,054,860
|
|
|
$
|
—
|
|
|
7,802,395
|
|
(1)
|
Consists of the Amended and Restated 2006 Incentive Plan (no additional equity awards may be granted under this plan) and the 2016 Incentive Plan.
|
(2)
|
The weighted-average exercise price is not applicable to restricted stock awards.
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
The following documents are filed as a part of this Annual Report.
|
(1)
|
Consolidated Financial Statements:
The following consolidated financial statements are included in Part II, Item 8 of this report.
|
(2)
|
Consolidated Valuation and Qualifying Accounts for the Years ended December 31,
2017
,
2016
and
2015
|
(b)
|
Exhibits
|
Exhibit No.
|
|
Description of Exhibit
|
|
(a)3.1
|
|
|
|
(b)3.2
|
|
|
|
(c)4.2
|
|
|
|
4.3
|
|
|
|
(d)4.4
|
|
|
|
(e)4.5
|
|
|
|
(f)4.6
|
|
|
|
(g)4.7
|
|
|
|
(h)4.8
|
|
|
|
(i)4.9
|
|
|
|
(j)4.10
|
|
|
|
(k)4.11
|
|
|
|
4.12
|
|
|
|
(l)4.13
|
|
|
|
4.14
|
|
|
|
(m)10.01
|
|
|
|
(n)10.02
|
|
|
|
(o)10.03
|
|
|
|
(p)10.04
|
|
|
|
(q)10.05
|
|
|
|
(r)10.06
|
|
|
|
(s)10.07
|
|
|
|
(t)10.08
|
|
|
|
(u)10.09
|
|
|
|
(u)10.10
|
|
|
|
(u)10.11
|
|
|
|
(v)10.12
|
|
|
|
(w)10.13
|
|
|
|
(x)10.14
|
|
|
|
(y)10.15
|
|
|
|
(z)10.16
|
|
|
|
(aa)10.17
|
|
|
|
(bb)10.18
|
|
|
|
(cc)10.19
|
|
|
|
(dd)10.20
|
|
|
|
10.21
|
|
|
|
10.22
|
|
|
|
10.23
|
|
|
|
21.1
|
|
|
|
23.1
|
|
|
|
31.1
|
|
|
|
31.2
|
|
|
|
32.1
|
|
|
|
101.INS
|
|
|
XBRL Instance Document, furnished herewith.
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document, furnished herewith.
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith.
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith.
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document, furnished herewith.
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith.
|
|
|
|
|
a)
|
|
|
Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on April 24, 2015 (file no. 1-12273).
|
b)
|
|
|
Incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed March 14, 2016 (file no. 1-12273).
|
c)
|
|
|
Incorporated herein by reference to Exhibit 4.2 to the Company's Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed November 28, 2003 (file no. 333-110491).
|
d)
|
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 13, 2004 (file no. 1-12273).
|
e)
|
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 7, 2004 (file no. 1-12273).
|
f)
|
|
|
Incorporated herein by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2008 (file no. 1-12273).
|
g)
|
|
|
Incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3/ASR filed November 25, 2015 (file no. 333-208200).
|
h)
|
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 6, 2013 (file no. 1-12273).
|
i)
|
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 2, 2009 (file no. 1-12273).
|
j)
|
|
|
Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2012 (file no. 1-12273).
|
k)
|
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 7, 2015 (file no. 1-12273).
|
l)
|
|
|
Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed December 19, 2016 (file no. 1-12273).
|
m)
|
|
|
Incorporated herein by reference to Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q filed August 31, 1999 (file no. 1-12273).
|
n)
|
|
|
Incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed March 5, 2017. (file no. 1-12273).
|
o)
|
|
|
Incorporated herein by reference to Exhibit 10.06 to the Company's Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
|
p)
|
|
|
Incorporated herein by reference to Exhibit 10.07 to the Company's Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
|
q)
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 23, 2016 (file no. 1-12273).
|
r)
|
|
|
Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed December 7, 2016 (file no. 1-12273).
|
s)
|
|
|
Incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273).
|
t)
|
|
|
Incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed April 30, 2012 (file no. 1-12273).
|
u)
|
|
|
Incorporated herein by reference to Exhibits 10.2, 10.3 and 10.4 to the Company's Current Report on Form 8-K filed December 6, 2006 (file no. 1-12273).
|
v)
|
|
|
Incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
|
w)
|
|
|
Incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273).
|
x)
|
|
|
Incorporated herein by reference to Exhibit 10 to the Current Report on Form 8-K filed November 20, 2015 (file no. 1-12273).
|
y)
|
|
|
Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed April 26, 2016 (file no. 1-12273).
|
z)
|
|
|
Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273).
|
aa)
|
|
|
Incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273).
|
bb)
|
|
|
Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273).
|
cc)
|
|
|
Incorporated herein by reference to Exhibit 10.23 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273).
|
dd)
|
|
|
Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed August 5, 2016 (file no. 1-12273).
|
†
|
|
|
Management contract or compensatory plan or arrangement.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
By:
|
|
/S/ BRIAN D. JELLISON
|
February 23, 2018
|
|
|
Brian D. Jellison, President and Chief Executive Officer
|
|
/S/ BRIAN D. JELLISON
|
|
President, Chief Executive Officer and
|
|
Brian D. Jellison
|
|
Chairman of the Board of Directors
|
February 23, 2018
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/S/ ROBERT C. CRISCI
|
|
Vice President, Chief Financial Officer
|
|
Robert C. Crisci
|
|
(Principal Financial Officer)
|
February 23, 2018
|
|
|
|
|
/S/ JASON P. CONLEY
|
|
Vice President and Controller
|
|
Jason P. Conley
|
|
(Principal Accounting Officer)
|
February 23, 2018
|
|
|
|
|
/S/ AMY WOODS BRINKLEY
|
|
|
|
Amy Woods Brinkley
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ JOHN F. FORT, III
|
|
|
|
John F. Fort, III
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ ROBERT D. JOHNSON
|
|
|
|
Robert D. Johnson
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ ROBERT E. KNOWLING
|
|
|
|
Robert E. Knowling
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ WILBUR J. PREZZANO
|
|
|
|
Wilbur J. Prezzano
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ LAURA G. THATCHER
|
|
|
|
Laura G. Thatcher
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ RICHARD F. WALLMAN
|
|
|
|
Richard F. Wallman
|
|
Director
|
February 23, 2018
|
|
|
|
|
/S/ CHRISTOPHER WRIGHT
|
|
|
|
Christopher Wright
|
|
Director
|
February 23, 2018
|
6901 Professional Parkway E.
Sarasota, FL 34240
|
|
Telephone (941) 556-2601
Fax (941) 556-2670
|
•
|
Your base salary will be $525,000 per year. Your performance will be measured and reviewed on an annual basis. The first such review will be in January 2013.
|
•
|
Your annual bonus eligibility will be up to 100% of your base salary, with your 2012 bonus period eligible for payment within the first quarter of 2013.
|
•
|
You will receive an equity award of 12,000 stock options (vest in equal annual installments over 3 years, with first vesting period occurring on September 30, 2012) and 6,000 restricted shares (cliff vesting in 3 years) after your start date.
|
•
|
You will receive a one-time sign-on equity award as follows:
|
•
|
Participation in the Roper Stock Option program, with 20,000 options at time of hire (cliff vest in 3 years).
|
•
|
You will receive 10,000 restricted shares at time of hire (cliff vest in 3 years).
|
•
|
The one-time sign-on equity awards will vest on a cliff vesting schedule on September 30, 2014, contingent upon a start date prior to September 30, 2011.
|
•
|
If your employment is terminated by Roper without “cause” (as hereinafter defined) or due to your death or permanent disability prior to the 3
rd
anniversary of your start date, these sign-on options and shares will immediately vest on a pro-rata basis on the termination date.
|
•
|
You will be eligible for all Company employee benefits available to Roper’s corporate officers including disability, health, dental, vision, life insurance, a 401-K Plan and a non-qualified deferred compensation plan. The Company will make base and matching contributions of up to 7-1/2 % of your salary as part of these plans based on your participation. Details of these and other benefits will be provided in materials that will be sent to you. Coverage will commence on your start date with Roper to the extent permitted under the applicable plans.
|
•
|
Customary vacation, holidays and sick leave and business expense reimbursement will be provided as per Company policy.
|
•
|
An Executive Financial Planning allowance will be provided for an advisor of your choice with accreditations: CPA, CFA or JD.
|
•
|
Roper will lease an automobile of your choice under its corporate program.
|
•
|
Roper will reimburse (and gross up) the customary moving and relocation expenses you incur at the time of your relocation and will provide reasonable temporary accommodations per Roper’s policy for executives until your relocation. In addition, you will receive an $8,000 lump sum payment as part of the relocation program.
|
•
|
If Roper terminates your employment without cause (as used herein, “cause” shall mean your commission of any crime involving the funds or the assets of the Company, your willful breach of the Company’s ethical and other policies and guidelines of conduct applicable to you, your personal conduct or misbehavior which is substantially detrimental or threatening to the reputation, prospects, welfare or security of the Company, or your continued non-performance of duties in the manner requested by the Chief Executive Officer after written notice thereof), you will be entitled to receive one year’s severance (monthly installments) equal to your then-current monthly base salary plus 1 year of medical benefit coverage.
|
/S/ Brian D. Jellison
|
Brian D. Jellison
|
Chairman, President & Chief Executive Officer
|
/S/ Neil Hunn
|
Neil Hunn
|
|
Date: August 26, 2011
|
6901 Professional Parkway E.
Suite 200
Sarasota, FL 34240
|
|
Telephone (941) 556-2601
|
•
|
Your
annual base
salary
will be
$220,000,
payable semi-monthly. Your performance
will
be measured
and
reviewed on
an annual
basis.
The first
s
uch review
will
be
in
QI 2014.
|
•
|
You
will
be
eligible for
an annual incentive bonus
of up
to 50%of
your annualized
base
salary,
beginning
in
2013
(pro-rata
for 2013 performance
,
payable
in early 2014).
|
•
|
You
will receive
a sign-on bonus of
$80,000
payable within 30 days of
your start
date. If
you terminate your
employment
with
Roper within the first 12 months, a pro-rated portion
of the sign
on bonus
will
be due to the
Company.
|
•
|
You will receive
5,000 Non-Qualified
Roper Stock Options,
with a strike
price
equal
to the
closing
price
as
of
your start
date (expected
to
be April 22,
2013).
These options will vest ratabl
y
over 3
years
of
continuous
service.
|
•
|
You will receive 1,500
shares
of Restricted Stock.
This
s
tock
will vest
100%
after 3 years
of continuous
service.
|
•
|
You
will
be eligible
for all Company
employee benefits available to Roper employees, including health, dental,
vision,
disability, life insuranc
e
and a 401-K Plan. The Company will make matching contributions of up to
4.5%
of
your
deferral amount, as
well
as
a
profit-sharing
contribution
of 3% of eligible compensation as part of these plans based
on your
participation. Details of these
and other
benefits will be provided in materials that
will
be
sent
to
you. Coverage
will
commence on your start
date
with
Roper to the extent permitted under the applicable plans.
|
•
|
You
will
be
eligible
for 15 days of
vacation
per
year
until
you
have completed 4
years
of
service
when
your vacation will
increase to
20
days per
year.
You will
also
receive cu
s
tomary holidays
and sick
leave,
as well as,
business expense reimbursement.
|
◦
|
Real
estate commission
of up to
6% on
the
sale
of
your
GA home
|
◦
|
Reasonable and customary
seller's
closing cost on
your GA
home
|
◦
|
Shipment of household goods, including one car
|
◦
|
Storage
of
household goods for up to
60
days
|
◦
|
House hunting trip
expenses
for up to 5 days
|
◦
|
Reasonable
and
customary closing costs for the purchase of a home in the Sarasota
area
|
◦
|
Temporary
living expenses for up to 60 days
|
◦
|
Lump
sum
payment of
$8,000
to assist with miscellaneous
expenses associated with
the relocation
|
|
|
Accepted by:
|
/S/ John Humphrey
|
|
/S/ Rob Crisci
|
John Humphrey
|
|
Rob Crisci
|
Executive Vice President
|
|
|
Chief Financial Officer
|
|
Date: April 15, 2013
|
Deltek GmbH
|
Germany
|
Deltek, Inc.
|
Delaware
|
Deltek Nederland B.V.
|
Netherlands
|
Deltek Netherlands B.V.
|
Netherlands
|
Deltek Norge AS
|
Norway
|
Deltek Systems (Canada), Inc.
|
Canada
|
Deltek Systems (Colorado) Inc.
|
Wyoming
|
Deltek Systems (Philippines) Ltd.
|
Virginia
|
Deltek Sverige AB
|
Sweden
|
Deltek UK Limited
|
United Kingdom
|
Deltek WST LLC
|
Texas
|
DI Acquisition Subsidiary, Inc.
|
Delaware
|
DI Dutch Holdings LLC
|
Delaware
|
DI Hong Kong Limited
|
Hong Kong
|
Dynamic Instruments, Inc.
|
California
|
Dynisco Enterprises GmbH
|
Germany
|
Dynisco Enterprises, LLC
|
Delaware
|
Dynisco Europe GmbH
|
Germany
|
Dynisco Holding GmbH
|
Germany
|
Dynisco Hong Kong Holdings, Limited
|
Hong Kong
|
Dynisco Instruments LLC
|
Delaware
|
Dynisco Instruments S.a.r.l.
|
France
|
Dynisco LLC
|
Delaware
|
Dynisco Parent, Inc.
|
Delaware
|
Dynisco S.r.l.
|
Italy
|
Dynisco Shanghai Sensor and Instrument Co., Ltd.
|
China
|
Dynisco –Viatran (M) Sdn Bhd
|
Malaysia
|
Dynisco Viatran LLC
|
Delaware
|
Dynisco-Viatran Instrument Sdn Bhd
|
Malaysia
|
Fluid Metering, Inc.
|
Delaware
|
FMS Purchasing & Services, Inc.
|
Florida
|
Foodlink Holdings, Inc.
|
California
|
Foodlink IT India Private Limited
|
India
|
Fresco Automation & IT Consultancy
|
Belgium
|
FSI Holdings, Inc.
|
Virginia
|
FTI Flow Technology, Inc.
|
Delaware
|
Gatan GmbH
|
Germany
|
Gatan Inc.
|
Pennsylvania
|
Gatan Service Corporation
|
Pennsylvania
|
GeneInsight, Inc.
|
Delaware
|
Getloaded Corporation
|
Delaware
|
Guangzhou MEDTEC Medical Device Co., Ltd
|
China
|
Handshake Software, Inc.
|
Georgia
|
Hansco Automatisering B.V.
|
Netherlands
|
Hansen Technologies Corporation
|
Illinios
|
Hansen Technologies Europe GmbH
|
Germany
|
Harbour Holding Corp.
|
Delaware
|
Hardy Process Solutions
|
California
|
Horizon Software International, LLC
|
Georgia
|
HRsmart Canada Inc.
|
Canada
|
HRsmart Czech Republic
|
Czech Republic
|
HRsmart France SAS
|
France
|
HRsmart Germany GmbH
|
Germany
|
HRsmart, Inc.
|
Delaware
|
HRsmart International
|
Cayman Islands
|
HRsmart International Holdings LLC
|
Texas
|
HRsmart Mexico
|
Mexico
|
HRsmart SA (Pty) Ltd.
|
South Africa
|
HRsmart Talent Management Solutions Europe Limited
|
United Kingdom
|
HRsmart Ventures LLC
|
Texas
|
Innovative Product Achievements, LLC
|
Delaware
|
Inovonics Corporation
|
Colorado
|
INPUT, Inc.
|
Delaware
|
Input S.A.R.L.
|
France
|
Instill Corporation
|
Delaware
|
Integrated Designs, L.P.
|
Delaware
|
Intellitrans Canada Ltd.
|
Canada
|
IntelliTrans Limited
|
United Kingdom
|
Intellitrans Sweden AB
|
Sweden
|
Intellitrans, LLC
|
Delaware
|
IPA Acquisition Subsidiary, Inc.
|
Delaware
|
ISL Finance SAS
|
France
|
ISL Holding, SAS
|
France
|
ISL Scientifique de Laboratorie - ISL, S.A.S.
|
France
|
iSqFt Holdings, Inc.
|
Delaware
|
iSqFt, Inc.
|
Delaware
|
iSqFt Parent Corporation
|
Delaware
|
iSqFt Sub, Inc.
|
Delaware
|
IT Canada Holdings, LLC
|
Delaware
|
iTradenetwork Limited
|
United Kingdom
|
iTradeNetwork, Inc.
|
Delaware
|
Job Access LTDA
|
Brazil
|
K/S Roper Holding
|
Denmark
|
K/S Roper Investments
|
Denmark
|
Link Logistics Holding LLC
|
Delaware
|
Logitech Limited
|
United Kingdom
|
Lumenera Corporation
|
Canada
|
Managed Health Care Associates, Inc.
|
Delaware
|
Marumoto Struers K.K.
|
Japan
|
Med Group I, Inc.
|
Delaware
|
MED Group Parent, Inc.
|
Delaware
|
Med Holdings, LLC
|
Delaware
|
Med Operating, LLC
|
Delaware
|
Media Cybernetics, Inc.
|
Delaware
|
Medical Equipment Distributors II, L.P.
|
Texas
|
Medical Equipment Distributors, Inc.
|
Delaware
|
Medical Information Professional Systems GmbH
|
Germany
|
Medical Information Professional Systems NV
|
Belgium
|
MEDTEC, Inc.
|
Iowa
|
Metrix Instrument Co., L.P.
|
Delaware
|
MHA Long Term Care Network, Inc.
|
Delaware
|
MIPS Austria GesmbH
|
Austria
|
MIPS CZ s.r.o
|
Czech Republic
|
MIPS Deutschland GmbH & Co. KG
|
Germany
|
MIPS Deutschland Holding GmbH
|
Germany
|
MIPS France Sarl
|
France
|
MIPS Nederland B.V.
|
Netherlands
|
MIPS Schweiz AG
|
Switzerland
|
MIPS Software Iberica SL
|
Spain
|
MPR Readers Inc.
|
Delaware
|
mySBX Corporation
|
Delaware
|
Navigator Group Purchasing, Inc.
|
Tennessee
|
NDI Europe GmbH
|
Germany
|
Neptune Technology Group (Canada) Limited
|
Canada
|
Neptune Technology Group Inc.
|
Delaware
|
Neptune Technology Group Mexico S.de R.L. de C.V.
|
Mexico
|
Neptune Technology Group Mexico Services S. de R.L. de C.V.
|
Mexico
|
Neptune Technology Group Services Inc.
|
Delaware
|
Nippon Roper K.K.
|
Japan
|
Northern Digital Inc.
|
Canada
|
Novient, Inc.
|
Georgia
|
Off-Campus Advantage, LLC
|
Delaware
|
Omega Legal Systems, Inc.
|
Arizona
|
On Center Holdings, Inc.
|
Delaware
|
On Center Intermediate Holdings, Inc.
|
Delaware
|
On Center Software, Inc.
|
Texas
|
PAC Denmark ApS
|
Netherlands
|
PAC GmbH
|
Germany
|
PAC Instruments Asia PTE. Ltd.
|
Singapore
|
PAC (Shanghai) Co. Ltd.
|
China
|
PB Bidco Limited
|
United Kingdom
|
PB Holdco Limited
|
United Kingdom
|
PB Midco Limited
|
United Kingdom
|
PB Topco Limited
|
United Kingdom
|
Petroleum Analyzer Company L.P.
|
Delaware
|
PGP UK Limited
|
Scotland
|
Phase Analyzer Company Ltd.
|
Canada
|
Project Diamond Intermediate Holdings Corporation
|
Delaware
|
QSC 1208 Limited
|
United Kingdom
|
QSC 1209 Limited
|
United Kingdom
|
Quantitative Imaging Corporation
|
Canada
|
Rebate Tracking Group, LLC
|
Florida
|
Redlake MASD, LLC
|
Delaware
|
RF IDeas, Inc.
|
Delaware
|
RI Marketing India Private Limited
|
India
|
RIL Holding Limited
|
United Kingdom
|
RMT, Inc.
|
Arizona
|
Roda Deaco Valve Inc.
|
Canada
|
Roper Brasil Comercio E Promocao De Productos E Servicos LTDA
|
Brazil
|
Roper Canada Holdings, Inc.
|
Canada
|
Roper Canada Holdings LP
|
Canada
|
Roper Canada Partners, Inc.
|
Canada
|
Roper Capital Deutschland GmbH
|
Germany
|
Roper Canada UK Limited
|
United Kingdom
|
Roper Denmark UK Limited
|
United Kingdom
|
Roper DK Sub Sarl
|
Luxembourg
|
Roper Engineering s.r.o.
|
Czech Republic
|
Roper Europe GmbH
|
Germany
|
Roper Germany GmbH
|
Germany
|
Roper Germany GmbH & Co. KG
|
Germany
|
Roper Germany UK Limited
|
United Kingdom
|
Roper GM Denmark Holdings ApS
|
Denmark
|
Roper Holdings Limited
|
United Kingdom
|
Roper Holdings, Inc.
|
Delaware
|
Roper Industrial Holdings LLC
|
Delaware
|
Roper Industrial Products Investment Company
|
Iowa
|
Roper Industries, Inc.
|
Delaware
|
Roper Industries Denmark ApS
|
Denmark
|
Roper Industries Deutschland GmbH
|
Germany
|
Roper Industries L.P.
|
Canada
|
Roper Industries Limited
|
United Kingdom
|
Roper Industries Manufacturing (Shanghai) Co., Ltd.
|
China
|
Roper Industries Mauritius Ltd.
|
Mauritius
|
Roper Industries UK Limited
|
United Kingdom
|
Roper International Holding, Inc.
|
Delaware
|
Roper LLC
|
Russian Federation
|
Roper Lux Sub S.a.r.l
|
Luxembourg
|
Roper Luxembourg Finance S.a.r.l.
|
Luxembourg
|
Roper Luxembourg Holdings S.a.r.l.
|
Luxembourg
|
Roper Luxembourg S.a.r.l.
|
Luxembourg
|
Roper Luxembourg UK Holdings S.a.r.l.
|
Luxembourg
|
Roper Middle East Ltd.
|
Dubai (FZE)
|
Roper Pump Company
|
Delaware
|
Roper Scientific B.V.
|
Netherlands
|
Sunquest Holdings, Inc.
|
Delaware
|
Sunquest Information Systems (Europe) Limited
|
United Kingdom
|
Sunquest Information Systems (India) Private Limited
|
India
|
Sunquest Information Systems (International) Limited
|
United Kingdom
|
Sunquest Information Systems Canada, Inc.
|
Canada
|
Sunquest Information Systems, Inc.
|
Pennsylvania
|
Sunquest Information Systems Pty Ltd
|
Australia
|
Taupo Holdings, Inc.
|
Delaware
|
Technolog Group Limited
|
United Kingdom
|
Technolog Holdings Ltd.
|
United Kingdom
|
Technolog Limited
|
United Kingdom
|
Technolog SARL
|
France
|
Telomere Inc.
|
Delaware
|
The CBORD Group, Inc.
|
Delaware
|
The Tidewater Healthcare Shared Services Group, Inc.
|
Pennsylvania
|
The Washington Management Group, Inc.
|
District of Columbia
|
TLP Holdings, LLC
|
Delaware
|
Transcore Atlantic, Inc.
|
Delaware
|
Transcore CNUS, Inc.
|
Delaware
|
Transcore Holdings, Inc.
|
Delaware
|
Transcore ITS, LLC
|
Delaware
|
Transcore Link Logistics Corporation
|
Canada
|
Transcore Nova Scotia Corporation
|
Canada
|
Transcore Partners, LLC
|
Delaware
|
Transcore Quebec Corporation Inc.
|
Canada
|
TransCore Transportation Systems Mauritius Private Limited
|
Mauritius
|
Transcore, LP
|
Delaware
|
Trinity Integrated Systems Limited
|
United Kingdom
|
UHF Purchasing Services, LLC
|
Delaware
|
Union Square Software Limited
|
United Kingdom
|
Union Square Software (International) Limited
|
United Kingdom
|
Union Square Software Pty
|
Australia
|
Union Square Software Inc.
|
Canada
|
Uson L.P.
|
Delaware
|
Uson Limited
|
United Kingdom
|
Utilitec Limited
|
United Kingdom
|
Utilitec Services Limited
|
United Kingdom
|
Utility Data Services Limited
|
United Kingdom
|
Verathon Holdings (Delaware) Inc.
|
Delaware
|
Verathon Inc.
|
Washington
|
Verathon Medical (Australia) Pty Limited
|
Australia
|
Verathon Medical (Canada) ULC
|
Canada
|
Verathon Medical (Europe) B.V.
|
Netherlands
|
Verathon Medical (France) SARL
|
France
|
Verathon Medical (Hong Kong) Limited
|
Hong Kong
|
Verathon Medical (Japan) K.K.
|
Japan
|
1.
|
I have reviewed this Annual Report on Form 10-K 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
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5.
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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):
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a)
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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
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b)
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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.
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Date: February 23, 2018
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/S/ Brian D. Jellison
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|
Brian D. Jellison
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|
Chairman of the Board, President and
|
|
Chief Executive Officer
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|
(Principal Executive Officer)
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1.
|
I have reviewed this Annual Report on Form 10-K of Roper Technologies, Inc.;
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2.
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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;
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3.
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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;
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4.
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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:
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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;
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b)
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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;
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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
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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
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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: February 23, 2018
|
/S/ Robert C. Crisci
|
|
Robert C. Crisci
|
|
Vice President, Chief Financial Officer
|
|
(Principal Financial Officer)
|
|
|
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: February 23, 2018
|
/S/ Brian D. Jellison
|
|
Brian D. Jellison
|
|
Chairman of the Board, President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
|
|
|
/S/ Robert C. Crisci
|
|
Robert C. Crisci
|
|
Vice President, Chief Financial Officer
|
|
(Principal Financial Officer)
|