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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
(State or other jurisdiction of incorporation or organization)
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51-0263969
(I.R.S. Employer Identification No.)
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6901 Professional Pkwy. East, Suite 200
Sarasota, Florida
(Address of principal executive offices)
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34240
(Zip Code)
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þ
Large accelerated filer
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Accelerated filer
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Non-accelerated filer (Do not check if a smaller reporting company)
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Smaller reporting company
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Emerging growth company
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Three months ended June 30,
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Six months ended June 30,
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2018
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2017
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2018
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2017
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Net revenues
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$
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1,293.7
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$
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1,134.7
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$
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2,496.2
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$
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2,221.0
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Cost of sales
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477.8
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429.0
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929.8
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847.7
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Gross profit
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815.9
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705.7
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1,566.4
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1,373.3
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Selling, general and administrative expenses
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461.6
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411.5
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911.9
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820.8
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Income from operations
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354.3
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294.2
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654.5
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552.5
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Interest expense, net
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43.2
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45.8
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86.4
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91.7
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Other income, net
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2.3
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7.0
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0.6
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5.9
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Earnings before income taxes
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313.4
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255.4
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568.7
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466.7
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Income taxes
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85.0
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75.9
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129.0
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129.1
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Net earnings
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$
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228.4
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$
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179.5
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$
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439.7
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$
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337.6
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Net earnings per share:
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Basic
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$
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2.21
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$
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1.76
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$
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4.26
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$
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3.31
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Diluted
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$
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2.19
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$
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1.74
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$
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4.22
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$
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3.27
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Weighted average common shares outstanding:
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Basic
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103.2
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102.1
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103.1
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102.0
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Diluted
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104.4
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103.4
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104.3
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103.2
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Dividends declared per common share
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$
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0.4125
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$
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0.3500
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$
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0.8250
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$
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0.7000
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Three months ended June 30,
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Six months ended June 30,
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2018
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2017
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2018
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2017
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Net earnings
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$
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228.4
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$
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179.5
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$
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439.7
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$
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337.6
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Other comprehensive income/(loss), net of tax:
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Foreign currency translation adjustments
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(76.2
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49.6
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(18.4
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80.0
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Total other comprehensive income/(loss), net of tax
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(76.2
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49.6
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(18.4
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80.0
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Comprehensive income
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$
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152.2
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$
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229.1
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$
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421.3
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$
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417.6
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June 30,
2018 |
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December 31,
2017 |
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ASSETS:
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Cash and cash equivalents
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$
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421.8
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$
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671.3
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Accounts receivable, net
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669.3
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641.7
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Inventories, net
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201.9
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204.9
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Income taxes receivable
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47.9
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24.4
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Unbilled receivables
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180.0
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143.6
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Other current assets
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81.7
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73.5
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Current assets held for sale
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48.5
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—
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Total current assets
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1,651.1
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1,759.4
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Property, plant and equipment, net
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138.6
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142.5
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Goodwill
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9,389.4
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8,820.3
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Other intangible assets, net
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3,964.0
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3,475.2
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Deferred taxes
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29.9
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30.7
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Other assets
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99.8
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88.3
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Assets held for sale
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88.2
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—
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Total assets
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$
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15,361.0
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$
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14,316.4
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LIABILITIES AND STOCKHOLDERS' EQUITY:
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Accounts payable
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$
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165.2
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$
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171.1
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Accrued compensation
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181.4
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198.0
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Deferred revenue
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620.0
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566.4
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Other accrued liabilities
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234.4
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266.6
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Income taxes payable
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28.7
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26.4
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Current portion of long-term debt, net
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801.7
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800.9
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Current liabilities held for sale
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35.0
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—
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Total current liabilities
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2,066.4
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2,029.4
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Long-term debt, net of current portion
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4,821.7
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4,354.6
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Deferred taxes
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963.7
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829.6
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Other liabilities
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204.9
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239.2
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Liabilities held for sale
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1.4
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—
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Total liabilities
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8,058.1
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7,452.8
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Commitments and contingencies (Note 9)
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Common stock
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1.1
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1.0
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Additional paid-in capital
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1,691.6
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1,602.9
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Retained earnings
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5,833.4
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5,464.6
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Accumulated other comprehensive loss
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(204.6
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)
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(186.2
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)
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Treasury stock
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(18.6
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(18.7
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)
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Total stockholders' equity
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7,302.9
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6,863.6
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Total liabilities and stockholders' equity
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$
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15,361.0
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$
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14,316.4
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Six months ended June 30,
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||||||
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2018
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2017
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Cash flows from operating activities:
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Net earnings
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$
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439.7
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$
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337.6
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Adjustments to reconcile net earnings to cash flows from operating activities:
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Depreciation and amortization of property, plant and equipment
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25.2
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24.3
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Amortization of intangible assets
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153.0
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147.2
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Amortization of deferred financing costs
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3.2
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3.6
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Non-cash stock compensation
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54.0
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43.9
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Gain on sale of assets
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—
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(9.4
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)
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Changes in operating assets and liabilities, net of acquired businesses:
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Accounts receivable
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(28.4
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)
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50.1
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Unbilled receivables
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(24.0
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)
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(16.9
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)
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Inventories
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(15.2
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)
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(13.2
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)
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Accounts payable and accrued liabilities
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(30.8
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)
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15.3
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Deferred revenue
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39.5
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33.3
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Income taxes
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(61.7
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)
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(51.0
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)
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Other, net
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(6.7
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)
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(14.7
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)
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Cash provided by operating activities
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547.8
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550.1
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Cash flows from investing activities:
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Acquisitions of businesses, net of cash acquired
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(1,182.3
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)
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(35.5
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)
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Capital expenditures
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(23.1
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)
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(24.8
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)
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Capitalized software expenditures
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(4.4
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)
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(5.7
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)
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Proceeds from sale of assets
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—
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10.5
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Other, net
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(0.8
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)
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(6.6
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)
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Cash used in investing activities
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(1,210.6
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)
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(62.1
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)
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Cash flows from financing activities:
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Borrowings/(payments) under revolving line of credit, net
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465.0
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(570.0
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)
|
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Cash dividends to stockholders
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(84.5
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)
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(70.9
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)
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Proceeds from stock-based compensation, net
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32.7
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20.7
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Treasury stock sales
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2.8
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2.0
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Other
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0.4
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(0.2
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)
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Cash provided by/(used in) financing activities
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416.4
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(618.4
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)
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Effect of foreign currency exchange rate changes on cash
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(3.1
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36.5
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Net decrease in cash and cash equivalents
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(249.5
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)
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(93.9
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)
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Cash and cash equivalents, beginning of period
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671.3
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757.2
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Cash and cash equivalents, end of period
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$
|
421.8
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$
|
663.3
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Common
stock
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Additional
paid-in
capital
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Retained
earnings
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Accumulated
other
comprehensive
loss
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Treasury
stock
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Total stockholders' equity
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||||||||||||
Balances at December 31, 2017
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$
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1.0
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$
|
1,602.9
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$
|
5,464.6
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$
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(186.2
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)
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|
$
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(18.7
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)
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$
|
6,863.6
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|
|
|
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Adoption of ASC 606
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—
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—
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14.3
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—
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—
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14.3
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|
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Net earnings
|
—
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|
—
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439.7
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—
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—
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439.7
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Stock option exercises
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0.1
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|
|
39.2
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|
—
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—
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—
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39.3
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Treasury stock sold
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—
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2.7
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—
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—
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0.1
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|
|
2.8
|
|
||||||
Currency translation adjustments
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—
|
|
|
—
|
|
|
—
|
|
|
(18.4
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)
|
|
—
|
|
|
(18.4
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)
|
||||||
Stock-based compensation
|
—
|
|
|
53.4
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|
—
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|
|
—
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|
|
—
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|
|
53.4
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|
||||||
Restricted stock activity
|
—
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|
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(6.6
|
)
|
|
—
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|
|
—
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|
|
—
|
|
|
(6.6
|
)
|
||||||
Dividends declared
|
—
|
|
|
—
|
|
|
(85.2
|
)
|
|
—
|
|
|
—
|
|
|
(85.2
|
)
|
||||||
Balances at June 30, 2018
|
$
|
1.1
|
|
|
$
|
1,691.6
|
|
|
$
|
5,833.4
|
|
|
$
|
(204.6
|
)
|
|
$
|
(18.6
|
)
|
|
$
|
7,302.9
|
|
•
|
identify the contract with the customer;
|
•
|
identify the performance obligations in the contract;
|
•
|
determine the transaction price;
|
•
|
allocate the transaction price to performance obligations in the contract; and
|
•
|
recognize revenue when or as the Company satisfies a performance obligation.
|
|
|
Three months ended June 30, 2018
|
|
Six months ended June 30, 2018
|
||||
|
|
|
||||||
Software and related services
|
|
$
|
533.1
|
|
|
$
|
1,025.7
|
|
Engineered products and related services
|
|
760.6
|
|
|
1,470.5
|
|
||
Net revenues
|
|
$
|
1,293.7
|
|
|
$
|
2,496.2
|
|
–
|
Perpetual or time-based ("term") software licenses
|
–
|
Post contract support (“PCS”)
|
–
|
Implementation/installation services
|
|
As reported
|
|
|
|
Adjusted
|
||||||
|
December 31,
|
|
Impact of
|
|
January 1,
|
||||||
|
2017
|
|
ASC 606 Adoption
|
|
2018
|
||||||
ASSETS:
|
|
|
|
|
|
||||||
Unbilled receivables
|
$
|
143.6
|
|
|
$
|
2.8
|
|
|
$
|
146.4
|
|
Other current assets
|
73.5
|
|
|
(1.0
|
)
|
|
72.5
|
|
|||
Other assets
|
88.3
|
|
|
3.2
|
|
|
91.5
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES:
|
|
|
|
|
|
||||||
Deferred revenue
|
566.4
|
|
|
(13.5
|
)
|
|
552.9
|
|
|||
Deferred taxes
|
829.6
|
|
|
4.6
|
|
|
834.2
|
|
|||
Other liabilities
|
239.2
|
|
|
(0.4
|
)
|
|
238.8
|
|
|||
|
|
|
|
|
|
||||||
STOCKHOLDERS' EQUITY:
|
|
|
|
|
|
||||||
Retained earnings
|
5,464.6
|
|
|
14.3
|
|
|
5,478.9
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||
Basic shares outstanding
|
103.2
|
|
|
102.1
|
|
|
103.1
|
|
|
102.0
|
|
Effect of potential common stock:
|
|
|
|
|
|
|
|
||||
Common stock awards
|
1.2
|
|
|
1.3
|
|
|
1.2
|
|
|
1.2
|
|
Diluted shares outstanding
|
104.4
|
|
|
103.4
|
|
|
104.3
|
|
|
103.2
|
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Stock-based compensation
|
$
|
28.0
|
|
|
$
|
22.8
|
|
|
$
|
54.0
|
|
|
$
|
43.9
|
|
Tax effect recognized in net earnings
|
5.9
|
|
|
8.0
|
|
|
11.3
|
|
|
15.4
|
|
|
Six months ended June 30,
|
||
|
2018
|
|
2017
|
Risk-free interest rate (%)
|
2.63
|
|
2.05
|
Expected option life (years)
|
5.32
|
|
5.27
|
Expected volatility (%)
|
18.02
|
|
18.81
|
Expected dividend yield (%)
|
0.59
|
|
0.68
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Raw materials and supplies
|
$
|
128.4
|
|
|
$
|
132.9
|
|
Work in process
|
29.9
|
|
|
27.7
|
|
||
Finished products
|
78.1
|
|
|
82.4
|
|
||
Inventory reserves
|
(34.5
|
)
|
|
(38.1
|
)
|
||
|
$
|
201.9
|
|
|
$
|
204.9
|
|
|
RF Technology
|
|
Medical &
Scientific Imaging
|
|
Industrial
Technology
|
|
Energy Systems
& Controls
|
|
Total
|
||||||||||
Balances at December 31, 2017
|
$
|
4,798.9
|
|
|
$
|
3,205.9
|
|
|
$
|
377.5
|
|
|
$
|
438.0
|
|
|
$
|
8,820.3
|
|
Additions
|
660.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
660.2
|
|
|||||
Goodwill related to assets held for sale
|
—
|
|
|
(79.1
|
)
|
|
—
|
|
|
—
|
|
|
(79.1
|
)
|
|||||
Other
|
2.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2.2
|
|
|||||
Currency translation adjustments
|
(4.6
|
)
|
|
(4.4
|
)
|
|
(2.5
|
)
|
|
(2.7
|
)
|
|
(14.2
|
)
|
|||||
Balances at June 30, 2018
|
$
|
5,456.7
|
|
|
$
|
3,122.4
|
|
|
$
|
375.0
|
|
|
$
|
435.3
|
|
|
$
|
9,389.4
|
|
|
Cost
|
|
Accumulated
amortization
|
|
Net book
value
|
||||||
Assets subject to amortization:
|
|
|
|
|
|
||||||
Customer related intangibles
|
$
|
3,355.2
|
|
|
$
|
(913.7
|
)
|
|
$
|
2,441.5
|
|
Unpatented technology
|
544.1
|
|
|
(207.7
|
)
|
|
336.4
|
|
|||
Software
|
184.7
|
|
|
(84.8
|
)
|
|
99.9
|
|
|||
Patents and other protective rights
|
26.1
|
|
|
(22.7
|
)
|
|
3.4
|
|
|||
Trade names
|
6.6
|
|
|
(1.7
|
)
|
|
4.9
|
|
|||
Assets not subject to amortization:
|
|
|
|
|
|
||||||
Trade names
|
587.7
|
|
|
—
|
|
|
587.7
|
|
|||
In process research and development
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
Balances at December 31, 2017
|
$
|
4,705.8
|
|
|
$
|
(1,230.6
|
)
|
|
$
|
3,475.2
|
|
Assets subject to amortization:
|
|
|
|
|
|
||||||
Customer related intangibles
|
$
|
3,924.6
|
|
|
$
|
(1,005.8
|
)
|
|
$
|
2,918.8
|
|
Unpatented technology
|
499.9
|
|
|
(165.1
|
)
|
|
334.8
|
|
|||
Software
|
174.8
|
|
|
(86.0
|
)
|
|
88.8
|
|
|||
Patents and other protective rights
|
16.5
|
|
|
(13.3
|
)
|
|
3.2
|
|
|||
Trade names
|
6.8
|
|
|
(2.4
|
)
|
|
4.4
|
|
|||
Assets not subject to amortization:
|
|
|
|
|
|
||||||
Trade names
|
612.6
|
|
|
—
|
|
|
612.6
|
|
|||
In process research and development
|
1.4
|
|
|
—
|
|
|
1.4
|
|
|||
Balances at June 30, 2018
|
$
|
5,236.6
|
|
|
$
|
(1,272.6
|
)
|
|
$
|
3,964.0
|
|
$800 2.050% senior notes due 2018
|
$
|
799
|
|
$500 6.250% senior notes due 2019
|
518
|
|
|
$600 3.000% senior notes due 2020
|
596
|
|
|
$500 2.800% senior notes due 2021
|
489
|
|
|
$500 3.125% senior notes due 2022
|
492
|
|
|
$300 3.850% senior notes due 2025
|
296
|
|
|
$700 3.800% senior notes due 2026
|
681
|
|
Balance at December 31, 2017
|
$
|
10.6
|
|
Additions charged to costs and expenses
|
4.0
|
|
|
Deductions
|
(4.8
|
)
|
|
Warranty related to liabilities held for sale
|
(0.9
|
)
|
|
Other
|
(0.1
|
)
|
|
Balance at June 30, 2018
|
$
|
8.8
|
|
|
Three months ended June 30,
|
|
|
|
Six months ended June 30,
|
|
|
||||||||||||||
|
2018
|
|
2017
|
|
Change
|
|
2018
|
|
2017
|
|
Change
|
||||||||||
Net revenues
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RF Technology
|
$
|
537.4
|
|
|
$
|
460.5
|
|
|
16.7
|
%
|
|
$
|
1,019.0
|
|
|
$
|
890.1
|
|
|
14.5
|
%
|
Medical & Scientific Imaging
|
373.7
|
|
|
350.8
|
|
|
6.5
|
%
|
|
740.0
|
|
|
699.0
|
|
|
5.9
|
%
|
||||
Industrial Technology
|
231.6
|
|
|
192.9
|
|
|
20.1
|
%
|
|
447.7
|
|
|
376.3
|
|
|
19.0
|
%
|
||||
Energy Systems & Controls
|
151.0
|
|
|
130.5
|
|
|
15.7
|
%
|
|
289.5
|
|
|
255.6
|
|
|
13.3
|
%
|
||||
Total
|
$
|
1,293.7
|
|
|
$
|
1,134.7
|
|
|
14.0
|
%
|
|
$
|
2,496.2
|
|
|
$
|
2,221.0
|
|
|
12.4
|
%
|
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RF Technology
|
$
|
344.4
|
|
|
$
|
279.7
|
|
|
23.1
|
%
|
|
$
|
646.1
|
|
|
$
|
531.2
|
|
|
21.6
|
%
|
Medical & Scientific Imaging
|
265.6
|
|
|
254.1
|
|
|
4.5
|
%
|
|
526.6
|
|
|
506.0
|
|
|
4.1
|
%
|
||||
Industrial Technology
|
118.8
|
|
|
98.2
|
|
|
21.0
|
%
|
|
227.4
|
|
|
191.3
|
|
|
18.9
|
%
|
||||
Energy Systems & Controls
|
87.1
|
|
|
73.7
|
|
|
18.2
|
%
|
|
166.3
|
|
|
144.8
|
|
|
14.8
|
%
|
||||
Total
|
$
|
815.9
|
|
|
$
|
705.7
|
|
|
15.6
|
%
|
|
$
|
1,566.4
|
|
|
$
|
1,373.3
|
|
|
14.1
|
%
|
Operating profit*:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RF Technology
|
$
|
157.6
|
|
|
$
|
119.5
|
|
|
31.9
|
%
|
|
$
|
277.9
|
|
|
$
|
208.5
|
|
|
33.3
|
%
|
Medical & Scientific Imaging
|
125.6
|
|
|
121.3
|
|
|
3.5
|
%
|
|
246.3
|
|
|
241.1
|
|
|
2.2
|
%
|
||||
Industrial Technology
|
74.1
|
|
|
58.3
|
|
|
27.1
|
%
|
|
139.8
|
|
|
111.9
|
|
|
24.9
|
%
|
||||
Energy Systems & Controls
|
41.9
|
|
|
32.9
|
|
|
27.4
|
%
|
|
77.1
|
|
|
63.1
|
|
|
22.2
|
%
|
||||
Total
|
$
|
399.2
|
|
|
$
|
332.0
|
|
|
20.2
|
%
|
|
$
|
741.1
|
|
|
$
|
624.6
|
|
|
18.7
|
%
|
Long-lived assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
RF Technology
|
$
|
97.4
|
|
|
$
|
80.1
|
|
|
21.6
|
%
|
|
|
|
|
|
|
|||||
Medical & Scientific Imaging
|
41.7
|
|
|
45.2
|
|
|
(7.7
|
)%
|
|
|
|
|
|
|
|||||||
Industrial Technology
|
30.7
|
|
|
33.0
|
|
|
(7.0
|
)%
|
|
|
|
|
|
|
|||||||
Energy Systems & Controls
|
9.9
|
|
|
9.4
|
|
|
5.3
|
%
|
|
|
|
|
|
|
|||||||
Total
|
$
|
179.7
|
|
|
$
|
167.7
|
|
|
7.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance Sheet Account
|
June 30, 2018
|
|
January 1, 2018
|
|
Change
|
||||||
Unbilled receivables - current & non-current
(1)
|
$
|
180.0
|
|
|
$
|
149.1
|
|
|
$
|
30.9
|
|
Contract liabilities - current
(2)
|
(656.8
|
)
|
|
(605.5
|
)
|
|
(51.3
|
)
|
|||
Deferred revenue - non-current
|
(29.8
|
)
|
|
(31.8
|
)
|
|
2.0
|
|
|||
Net contract assets/(liabilities)
|
$
|
(506.6
|
)
|
|
$
|
(488.2
|
)
|
|
$
|
(18.4
|
)
|
ITEM 2.
|
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
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 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.
|
|
Three months ended June 30,
|
|
Six months ended June 30,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Net revenues:
|
|
|
|
|
|
|
|
||||||||
RF Technology
|
$
|
537.4
|
|
|
$
|
460.5
|
|
|
$
|
1,019.0
|
|
|
$
|
890.1
|
|
Medical & Scientific Imaging
|
373.7
|
|
|
350.8
|
|
|
740.0
|
|
|
699.0
|
|
||||
Industrial Technology
|
231.6
|
|
|
192.9
|
|
|
447.7
|
|
|
376.3
|
|
||||
Energy Systems & Controls
|
151.0
|
|
|
130.5
|
|
|
289.5
|
|
|
255.6
|
|
||||
Total
|
$
|
1,293.7
|
|
|
$
|
1,134.7
|
|
|
$
|
2,496.2
|
|
|
$
|
2,221.0
|
|
Gross margin:
|
|
|
|
|
|
|
|
||||||||
RF Technology
|
64.1
|
%
|
|
60.7
|
%
|
|
63.4
|
%
|
|
59.7
|
%
|
||||
Medical & Scientific Imaging
|
71.1
|
|
|
72.4
|
|
|
71.2
|
|
|
72.4
|
|
||||
Industrial Technology
|
51.3
|
|
|
50.9
|
|
|
50.8
|
|
|
50.8
|
|
||||
Energy Systems & Controls
|
57.7
|
|
|
56.5
|
|
|
57.4
|
|
|
56.7
|
|
||||
Total
|
63.1
|
|
|
62.2
|
|
|
62.8
|
|
|
61.8
|
|
||||
Selling, general and administrative expenses:
|
|
|
|
|
|
|
|
||||||||
RF Technology
|
34.8
|
%
|
|
34.8
|
%
|
|
36.1
|
%
|
|
36.3
|
%
|
||||
Medical & Scientific Imaging
|
37.4
|
|
|
37.7
|
|
|
37.9
|
|
|
37.9
|
|
||||
Industrial Technology
|
19.3
|
|
|
20.7
|
|
|
19.6
|
|
|
21.1
|
|
||||
Energy Systems & Controls
|
29.9
|
|
|
31.3
|
|
|
30.8
|
|
|
32.0
|
|
||||
Total
|
32.2
|
|
|
32.9
|
|
|
33.1
|
|
|
33.7
|
|
||||
Segment operating margin:
|
|
|
|
|
|
|
|
||||||||
RF Technology
|
29.3
|
%
|
|
26.0
|
%
|
|
27.3
|
%
|
|
23.4
|
%
|
||||
Medical & Scientific Imaging
|
33.6
|
|
|
34.6
|
|
|
33.3
|
|
|
34.5
|
|
||||
Industrial Technology
|
32.0
|
|
|
30.2
|
|
|
31.2
|
|
|
29.7
|
|
||||
Energy Systems & Controls
|
27.7
|
|
|
25.2
|
|
|
26.6
|
|
|
24.7
|
|
||||
Total
|
30.9
|
|
|
29.3
|
|
|
29.7
|
|
|
28.1
|
|
||||
Corporate administrative expenses
|
(3.5
|
)
|
|
(3.3
|
)
|
|
(3.5
|
)
|
|
(3.2
|
)
|
||||
|
27.4
|
|
|
25.9
|
|
|
26.2
|
|
|
24.9
|
|
||||
Interest expense, net
|
(3.3
|
)
|
|
(4.0
|
)
|
|
(3.5
|
)
|
|
(4.1
|
)
|
||||
Other income, net
|
0.2
|
|
|
0.6
|
|
|
—
|
|
|
0.3
|
|
||||
Earnings before income taxes
|
24.2
|
|
|
22.5
|
|
|
22.8
|
|
|
21.0
|
|
||||
Income taxes
|
(6.6
|
)
|
|
(6.7
|
)
|
|
(5.2
|
)
|
|
(5.8
|
)
|
||||
Net earnings
|
17.7
|
%
|
|
15.8
|
%
|
|
17.6
|
%
|
|
15.2
|
%
|
|
Order backlog as of
|
||||||
|
June 30,
|
||||||
|
2018
|
|
2017
|
||||
|
|
||||||
RF Technology
|
$
|
1,027.4
|
|
|
$
|
968.4
|
|
Medical & Scientific Imaging
|
487.6
|
|
|
430.9
|
|
||
Industrial Technology
|
136.6
|
|
|
87.1
|
|
||
Energy Systems & Controls
|
105.5
|
|
|
96.1
|
|
||
Total
|
$
|
1,757.1
|
|
|
$
|
1,582.5
|
|
|
Six months ended June 30,
|
||||||
Cash provided by/(used in):
|
2018
|
|
2017
|
||||
Operating activities
|
$
|
547.8
|
|
|
$
|
550.1
|
|
Investing activities
|
(1,210.6
|
)
|
|
(62.1
|
)
|
||
Financing activities
|
416.4
|
|
|
(618.4
|
)
|
$800 2.050% senior notes due 2018
|
$
|
800.0
|
|
$500 6.250% senior notes due 2019
|
500.0
|
|
|
$600 3.000% senior notes due 2020
|
600.0
|
|
|
$500 2.800% senior notes due 2021
|
500.0
|
|
|
$500 3.125% senior notes due 2022
|
500.0
|
|
|
$300 3.850% senior notes due 2025
|
300.0
|
|
|
$700 3.800% senior notes due 2026
|
700.0
|
|
|
Unsecured credit facility
|
1,735.0
|
|
|
Deferred finance costs
|
(15.1
|
)
|
|
Other
|
3.5
|
|
|
Total debt, net of deferred finance costs
|
5,623.4
|
|
|
Less current portion
|
801.7
|
|
|
Long-term debt, net of deferred finance costs
|
$
|
4,821.7
|
|
|
June 30,
2018 |
|
December 31,
2017 |
||||
Total debt
|
$
|
5,623.4
|
|
|
$
|
5,155.5
|
|
Cash
|
(421.8
|
)
|
|
(671.3
|
)
|
||
Net debt
|
5,201.6
|
|
|
4,484.2
|
|
||
Stockholders' equity
|
7,302.9
|
|
|
6,863.6
|
|
||
Total net capital
|
$
|
12,504.5
|
|
|
$
|
11,347.8
|
|
|
|
|
|
||||
Net debt / total net capital
|
41.6
|
%
|
|
39.5
|
%
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
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.
|
/S/ Brian D. Jellison
|
|
Chairman of the Board, President,
|
August 6, 2018
|
Brian D. Jellison
|
|
and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
/S/ Robert C. Crisci
|
|
Vice President and Chief Financial Officer
|
August 6, 2018
|
Robert C. Crisci
|
|
(Principal Financial Officer)
|
|
/S/ Jason Conley
|
|
Vice President and Controller
|
August 6, 2018
|
Jason Conley
|
|
(Principal Accounting Officer)
|
|
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 6, 2018
|
/S/ Brian D. Jellison
|
|
Brian D. Jellison
|
|
Chairman of the Board, President and
|
|
Chief Executive Officer
|
|
(Principal Executive Officer)
|
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 6, 2018
|
/S/ Robert C. Crisci
|
|
Robert C. Crisci
|
|
Vice President and 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: August 6, 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 and Chief Financial Officer
|
|
(Principal Financial Officer)
|