Roper Technologies (ROP) 10-K risk factor changes: FY2022 vs FY2021

The extent to which the coronavirus [removed: outbreak impacts] [added: continues to impact] our business, results of operations and financial condition will depend on future developments, which are highly uncertain and are difficult to predict, including, but not limited to, [added: ongoing or additional outbreaks of] the [added: virus or its variants in the jurisdictions in which we operate, the] duration and spread of [removed: the outbreak,] [added: any such outbreaks,] its severity, [added: and] the actions to contain the virus and its variants [removed: including] [added: whether through the] distribution and administration of available [removed: vaccines through] [added: vaccines, vaccine] mandates or [removed: otherwise, and how quickly and to what extent normal economic] [added: otherwise could have a material impact on our results of operations] and [removed: operating conditions can resume.][added: heighten many of our known risks described below in this “Risk Factors” section.]

For the year ended December 31, [removed: 2021, 20%] [added: 2022, 14%] of our net revenues and [removed: 14%] [added: 8%] of our long-lived assets, excluding goodwill and intangibles, were attributable to operations outside the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.

As of December 31, [removed: 2021,] [added: 2022,] we had [removed: $7,921.8] [added: $6,661.7] in total consolidated indebtedness.

In addition, we had approximately [removed: $2,502] [added: $3,482] undrawn availability under our senior unsecured credit facility.

[removed: A breach of these covenants] or our inability to comply with the financial ratios, tests or other restrictions contained in our facility could result in an event of default under this facility.

Most of these transactions and balances are denominated in euros, Canadian dollars, [removed: British pounds] or [removed: Danish kroner.][added: British pounds.]

Sales by our operating companies whose functional currency is not the U.S. dollar represented [removed: 17%] [added: 11%] and [removed: 18%] [added: 12%] of our total net revenues for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

Although our management will endeavor to evaluate the risks inherent in any particular transaction, [added: including but not limited to cyber risks,] there are no assurances that we will properly ascertain all such risks.

In addition, divestitures or other dispositions may have other adverse financial and accounting impacts, and disputes may arise with buyers [added: or with partners in businesses in which we own a minority interest] that could be difficult or costly to resolve.

In addition, a significant increase in our insurance costs [added: or the imposition of a liability that is not covered by insurance or is in excess of insurance coverage,] could have an adverse impact on our operating results.

[removed: We anticipate that we] [added: Moreover, competition] may [removed: have] [added: require us] to adjust prices to stay competitive.

At December 31, [removed: 2021,] [added: 2022,] goodwill totaled [removed: $14,094.5] [added: $15,946.1] compared to [removed: $11,563.8] [added: $16,037.8] of stockholders’ equity, and represented 59% of our total assets of [removed: $23,713.9.][added: $26,980.8.]

We assess at least annually whether there has been an impairment in the value of our goodwill and indefinite [removed: economic life] [added: lived] intangible assets.

We depend on our ability to develop new [removed: products,] [added: products] and [added: software, and] any failure to develop or market new products [added: and software] could adversely affect our business.

The future success of our business will depend, in part, on our ability to design and manufacture new competitive [removed: products] [added: products, including software,] and to enhance existing products [removed: so that we maintain our margin profile.][added: and software offerings.]

There can be no assurance that unforeseen problems will not occur with respect to the development, performance or market acceptance of new [removed: technologies] [added: technologies, products,] or [removed: products] [added: software] or that we will otherwise be able to successfully develop and market new [removed: products.][added: products and software.]

Failure of our products [added: or software offerings] to gain market acceptance or our failure to successfully develop and market new products [added: and software] could reduce our margins, which would have an adverse effect on our business, financial condition and results of operations.

We rely on information and [removed: technology] [added: technology, including third-party cloud computing platforms,] for many of our business operations which could fail and cause disruption to our business operations.

Our business operations are dependent upon information technology networks and systems to securely transmit, process and store electronic information and to communicate among our locations around the world and with clients and [removed: vendors.][added: suppliers.]

We [added: increasingly] rely on third-party [added: data centers and] cloud platforms, such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure to host enterprise and customer [removed: systems, and any disruptions of these services could impact our business operations and our ability to service customers.][added: systems.]

[removed: Cyber-attacks,] [added: Cyberattacks,] configuration or human error and/or other external hazards could result in the misappropriation of assets or sensitive information, corruption of data or operational disruption.

Global cybersecurity threats [added: are rapidly evolving] and [added: becoming increasingly more sophisticated and] attacks to networks, systems and endpoints can range from uncoordinated individual attempts to [removed: gain unauthorized access to IT systems to] sophisticated and targeted measures known as advanced persistent threats, directed at the Company, its businesses, its customers and/or its third-party service providers, including, but not limited to, cloud providers and providers of network management services.

These may include such things as unauthorized access, phishing attacks, [removed: account takeovers,] denial of service, introduction of malware or ransomware and other disruptive problems caused by threat actors.

Despite these efforts, we can make no assurance that we will be able to [added: mitigate,] detect, prevent, timely and adequately [removed: address,] [added: respond,] or [removed: mitigate] [added: fully recover from] the negative effects of cyberattacks or other security compromises, and such cybersecurity incidents, depending on their nature and scope, could potentially result in the misappropriation, destruction, corruption or unavailability of critical data and confidential or proprietary information (our own or that of third parties) and the disruption of business operations.

The potential consequences of a material cybersecurity incident include financial loss, reputational damage, damage to our IT systems, [added: data loss,] litigation with third parties, theft of intellectual property, fines, diminution in the value of our investment in research and development, and increased cybersecurity [removed: protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.]

Changes in the supply of, or price for, raw materials, parts and components used in our products [added: or for third-party services used in the delivery of our SaaS solutions] could affect our business.

Any change in the supply of, or price for, these parts and components, as well as any increases in commodity [removed: prices, particularly copper,] [added: prices or the price and availability of third-party cloud computing platforms] could affect our business, financial condition and results of operations.

In the United States, [removed: Virginia] [added: Virginia, Colorado, Connecticut,] and [removed: Colorado] [added: Utah have] passed new comprehensive privacy legislation, and joined California (which further enhanced its existing privacy laws) in directly regulating the collection, use and sharing of personal information.

These statutes [added: and regulations] create civil penalties for violations, and in the case of California, creates a private right of action for data breaches, that increases the risk of data breach litigation.

Absent a pre-emptive Federal privacy law, as more states pass privacy legislation, there is a strong possibility that we will be [removed: forced] [added: required] to comply with a patchwork of inconsistent privacy regulations.

Cloud-based solutions may be subject to further regulation, including data localization requirements and other restrictions [removed: concerning] [added: limiting the] international transfer of data.

In addition to the possibility of fines, application of these existing laws in a manner inconsistent with our data and privacy practices [removed: could result in an order requiring] [added: require] that we change our data and privacy practices, which could have an adverse effect on our business and results of operations.

Finally, as we increasingly become a provider of technology solutions, our customers and regulators will expect that we can demonstrate compliance with current data privacy and security regulations as well as [removed: our privacy policies and data handling practices,] [added: new industry-developed standards,] and our inability to do so may adversely impact sales of our solutions and services to certain customers.

If terrorist activity, armed conflict, directed cyber-attacks, political instability, public health crisis, such as an epidemic or [removed: pandemic related to the COVID-19,] [added: pandemic,] or extreme weather events or other natural disasters occur in the U.S. or other locations, such events may negatively impact our operations, cause general economic conditions to deteriorate or cause demand for our products to decline.

We are and may in the future become subject to litigation regarding data or privacy incidents, as more fully described above in [removed: “We] [added: “*We] rely on information and technology for many of our business operations which could fail and cause disruption to our business [removed: operations”.][added: operations”.*]

Acquisitions may involve significant cash expenditures, debt

incurrences, equity issuances and expenses.

Our compliance, cyber and data privacy programs, cybersecurity technology and risk management cannot eliminate all system risk.

Our ability to monitor such third parties’ security measures and the full impact of the systemic risk is limited.

If any cloud platform that we use is unavailable to us for any reason, our customers may experience service interruptions, which could significantly impact our operations, reputation, business, and financial results.

Failure of our systems or those of our third-party service providers, may result in interruptions in our service and loss of data or processing capabilities, all of which may cause a loss in customers, refunds of product fees, material harm to our reputation and operating results.

We seek to deploy measures to protect, detect, respond and recover from cyber threats, including identity and access controls, data protection, vulnerability management, incident response, secure product development, continuous monitoring of our networks, endpoints and systems, and maintenance of resilient backup and recovery capabilities.

protection and remediation costs due to the increasing sophistication and proliferation of threats, which in turn could adversely affect our competitiveness and results of operations.

A breach of these covenants

In addition, some of our products are provided by sole source suppliers and our SaaS offerings are increasingly reliant on a limited number of third-party cloud computing platforms.

Our operating results may be adversely impacted by the performance of Indicor, in which we own a minority interest.

In 2022, we divested a 51% majority equity stake of our industrial businesses to Clayton, Dubilier & Rice, LLC (“CD&R”) and retained an initial 49% minority equity interest in the new parent entity, Indicor.

Although we have certain limited consent, board representation and other governance rights under existing contractual arrangements, we are a minority owner of Indicor and do not control its management, its policies or the operation of its business, and have no further funding requirements associated with our investment.

As a result, our ability to realize the ultimate anticipated benefits of the transaction depend upon operation and management of Indicor by CD&R and the Indicor management team.

In addition, Indicor is an industrial business that is subject to risks that are different than the risks associated with our existing businesses.

Many of these risks are outside CD&R’s or Indicor’s control and could materially impact Indicor’s business, financial condition and results of operations.

Moreover, CD&R may have economic or other business interests that are inconsistent with ours, and we may be unable to prevent strategic decisions that may adversely affect the value of our investment in Indicor.

We have applied the fair value option to value our equity investment in Indicor.

The assessment of fair value requires significant judgments to be made.

Although we believe that our judgments and assumptions are reasonable, changes in estimates or the application of alternative assumptions could produce significantly different results, as a result we could incur non-cash charges within non-operating income and a corresponding reduction in fair value.

In addition, there has been an increased focus on industry-specific privacy laws, including in the financial, healthcare, and educational sectors.

Expectations relating to environmental, social and governance considerations expose the Company to potential liabilities, increased costs, reputational harm and other adverse effects on the Company’s business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

The Company makes statements about its environmental, social and governance goals and initiatives through information provided on its website, press statements and other communications, including through its ESG Report.

Responding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, including those described under “Forward-Looking Statements,” requires investments and are impacted by factors that may be outside the Company’s control.

In addition,

some stakeholders may disagree with the Company’s goals and initiatives and the focus of stakeholders may change and evolve over time.

Stakeholders also may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate.

Any failure, or perceived failure, by the Company to achieve its goals, further its initiatives, adhere to its public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against the Company and materially adversely affect the Company’s business, reputation, results of operations, financial condition and stock price.

Our business, financial condition and results of operations could be adversely affected by disruptions in the global economy caused by the ongoing conflict between Russia and Ukraine.

The global economy has been negatively impacted by the military conflict between Russia and Ukraine.

Furthermore, governments in the United States, United Kingdom and European Union have each imposed export controls on certain products and financial and economic sanctions on certain industry sectors and parties in Russia.

We have historically had limited operations in Russia and a limited number of suppliers in Ukraine.

Nevertheless, the Russia-Ukraine military conflict could have a negative impact on the global economy.

Further escalation of geopolitical tensions related to the military conflict, including increased trade barriers or restrictions on global trade, could result in, among other things, cyberattacks, supply disruptions, lower consumer demand, and changes to foreign exchange rates and financial markets, any of which may adversely affect our business and supply chain.

Vaccine mandates and testing requirements have been announced in jurisdictions where we operate.

In addition, certain customers have issued vaccine requirements with respect to our employees who provide on-site service at customer facilities.

Our efforts to comply with these mandates, including requiring that some or all of our employees be fully vaccinated against COVID-19, could result in increased labor attrition and disruption, as well as difficulty securing future labor needs, and could adversely impact our ability to deliver services to our U.S. federal government customers and potentially other customers, which could in turn adversely impact our results of operations.

The ultimate impact of the outbreak is highly uncertain and subject to change.

In addition, the rapidly changing situation could give rise to additional risks or adverse impacts of which we are not presently aware, such as the ability to complete acquisitions, the ability to obtain credit through the capital markets and/or through our revolving credit facility.

We do not yet know the full extent of the impacts on our business, our operations or the global economic and political environment as a whole.

However, the effects could have a material impact on our results of operations and heighten many of our known risks described below in this “Risk Factors” section.

In addition, prior acquisitions have resulted, and future acquisitions could result, in the incurrence of substantial additional indebtedness and other expenses.

Future acquisitions may also result in potentially dilutive issuances of equity securities.

In addition, certain of our products are used in hazardous environments.

Some of the industries in which we operate are cyclical, and, accordingly, our business is subject to changes in the economy.

Some of the business areas in which we operate are subject to specific industry and general economic cycles.

Certain businesses are subject to industry cycles, including but not limited to, the industrial and energy markets.

Accordingly, a downturn in these or other markets in which we participate could materially adversely affect us.

If demand changes and we fail to respond accordingly, our results of operations could be materially adversely affected.

The business cycles of our different operations may occur contemporaneously.

Consequently, the effect of an economic downturn may have a magnified negative effect on material portions of our business.

For example, in 2020, Vertafore determined that as a result of human error, three data files containing Texas driver’s license data were inadvertently stored in an unsecured external storage service that appears to have been accessed without authorization.

As a result, Vertafore was named as a defendant in a number of putative class actions regarding the incident.

Moreover, as more of our employees work remotely due to the COVID-19 pandemic or otherwise, our employees are increasingly targeted by phishing attacks and endpoints may be more susceptible to threat exposures.

We seek to deploy measures to deter, prevent, detect, respond to and mitigate these threats, including identity and access controls, data protection, vulnerability assessments, product software designs which we believe are less susceptible to cyber-attacks, continuous

monitoring of our networks, endpoints and systems and maintenance of backup and recovery capabilities.

In addition, some of our products are provided by sole source suppliers.

Similarly, in November 2021, China promulgated the Personal Information Protection Law (PIPL) which regulates the processing of personal information of individuals within China.

If a company breaches PIPL it can be assessed fines of up 5% of its annual revenue.

If ratings for our debt fall below investment grade, our access to the debt capital markets may be impacted and the price we pay to issue debt could increase.

[removed: We are] [added: Roper Technologies is] a diversified technology company.

We operate [added: market leading] businesses that design and develop [added: vertical] software [removed: (both license] and [removed: SaaS) and engineered] [added: technology enabled] products [removed: and solutions] for a variety of [added: defensible] niche [removed: end] markets.

We pursue consistent and sustainable growth in [added: revenue,] earnings and cash flow by [removed: emphasizing] [added: enabling] continuous improvement in the operating performance of our existing businesses and by acquiring other [removed: carefully selected] businesses that offer high value-added software, services, [removed: engineered] [added: technology-enabled] products and solutions that we believe are capable of achieving growth and maintaining high margins.

During 2021, Roper [removed: signed] [added: entered into] definitive agreements to divest [removed: its] [added: our] TransCore, Zetec and CIVCO Radiotherapy [removed: businesses.][added: businesses (“2021 Divestitures”).]

The financial results for [removed: these businesses] [added: Indicor and the 2021 Divestitures] are reported as discontinued operations for all periods presented.

A discussion of our significant accounting policies can also be found in the Notes to Consolidated Financial Statements for the year ended December 31, [removed: 2021] [added: 2022] included in this Annual Report.

Our most significant accounting uncertainties are encountered in the areas of [removed: revenue recognition,] income taxes, valuation of other intangible [removed: assets and] [added: assets,] goodwill and indefinite-lived impairment [removed: analyses.][added: analyses, and valuation of our initial 49% equity interest in Indicor.]

If there is a material change in the actual effective tax rates, the time period within which the underlying temporary differences become taxable or deductible, or if the [added: tax law changes are unfavorable there could be a resulting increase to income tax expense and the effective tax rate.]

During 2021, our effective income tax rate was [removed: 22.7%,] [added: 22.0%] as compared to [removed: the] [added: our] 2020 rate of [removed: 21.5%.][added: 21.8%.]

The increase was due primarily to a non-recurring item related to a UK tax rate change, which had a [removed: $21.7] [added: $20.4] unfavorable impact in 2021.

We expect the effective tax rate for [removed: 2022] [added: 2023] to be approximately 21% to 22%.

[removed: If the estimated fair value exceeds the carrying value, no] further work is required and no impairment loss is recognized.

[removed: Roper] [added: As of the annual impairment test, the Company] has [removed: 34] [added: 21] reporting units with individual goodwill amounts ranging from [removed: zero] [added: $17.5] to [removed: $3,245.3.][added: $3,363.1.]

In [removed: 2021,] [added: 2022,] the Company performed its annual impairment test in the fourth quarter for all reporting units.

The Company determined that impairment of goodwill was not likely in any of its reporting units and thus was not required to perform a quantitative assessment for these reporting units as of October 1, [removed: 2021.][added: 2022.]

Trade names resulting from recent acquisitions generally represent the highest risk of [added: impairment, which typically decreases as the businesses are integrated into our enterprise.]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Corporate administrative expenses [added: (3)] | | | [removed: (3.5)] [added: (3.9)] | | % | | | | (3.9) | | % | | | | [removed: (3.6)] [added: (4.5)] | | % |

| Loss from impairment | | | [removed: (1.7)] [added: —] | | | | | | [removed: —] [added: (2.0)] | | | | | | — | | |

| Other income (expense), net | | | [removed: 0.4] [added: (0.9)] | | | | | | [removed: (0.1)] [added: 0.5] | | | | | | (0.1) | | |

| Earnings before income taxes | | | [removed: 22.0] [added: 23.9] | | | | | | [removed: 21.7] [added: 21.3] | | | | | | [removed: 43.5] [added: 21.4] | | |

| Income taxes | | | [removed: (5.0)] [added: (5.5)] | | | | | | (4.7) | | | | | | [removed: (8.8)] [added: (4.7)] | | |

| Net earnings from continuing operations | | | [removed: 17.0] [added: 18.3] | | % | | | | [removed: 17.0] [added: 16.7] | | % | | | | [removed: 34.7] [added: 16.7] | | % |

(2)Includes results from the acquisitions of [removed: Foundry from April 18, 2019, iPipeline from August 22, 2019,] FMIC from June 9, 2020, Team TSI from June 15, 2020, IFS from September 15, 2020, WELIS from September 18, 2020 and Construction Journal from December 21, 2021.

Net revenues for the year ended December 31, 2021 were [removed: $5,777.8] [added: $4,833.8] as compared to [removed: $4,854.2] [added: $4,022.4] for the year ended December 31, 2020, an increase of [removed: 19.0%.][added: 20.2%.]

| Foreign Exchange | | | [removed: 1.0] [added: (1.3)] | | | | | | [removed: 0.9] [added: (1.3)] | | | | | | [removed: 1.2] [added: (0.9)] | | | | | | [removed: 1.4] | | | | | | [removed: 1.1] [added: (1.2)] | | |

In our Application Software segment, net revenues for the year ended December 31, 2021 were [removed: $2,380.6] [added: $2,366.7] as compared to [removed: $1,799.9] [added: $1,785.8] for the year ended December 31, 2020.

The growth of [removed: 8.2%] [added: 9.1%] in organic revenues was broad-based across the segment led by our businesses serving the government contracting, [added: acute] healthcare and legal markets.

Gross margin increased to [removed: 69.3%] [added: 69.4%] for the year ended December 31, 2021 as compared to [removed: 68.3%] [added: 68.4%] for the year ended December 31, 2020 due primarily to the acquisition of Vertafore and operating leverage on higher organic revenues.

[removed: Selling, general and administrative (“SG&A”)] [added: SG&A] expenses as a percentage of revenues in the year ended December 31, 2021 increased to [removed: 42.6%,] [added: 42.7%,] as compared to 42.2% in the year ended December 31, 2020, due primarily to higher amortization of acquired intangibles from the Vertafore and EPSi acquisitions, partially offset by operating leverage on higher organic revenues.

The resulting operating margin was [removed: 26.7%] [added: 26.8%] in the year ended December 31, 2021 as compared to [removed: 26.0%] [added: 26.2%] in the year ended December 31, 2020.

In our Network Software [removed: & Systems] segment, net revenues were [removed: $1,338.4] [added: $1,223.8] for the year ended December 31, 2021 as compared to [removed: $1,173.7] [added: $1,069.4] for the year ended December 31, 2020.

The growth of [removed: 11.2%] [added: 11.3%] in organic revenues was broad-based across the segment led by our network software businesses serving the [removed: spot freight,] [added: freight match,] post-acute care and construction markets.

Gross margin increased to [removed: 82.2%] [added: 84.6%] for the year ended December 31, [removed: 2021] [added: 2022] from [removed: 81.3%] [added: 84.1%] for the year ended December 31, [removed: 2020,] [added: 2021,] due primarily to [added: favorable] revenue mix.

SG&A expenses as a percentage of net revenues decreased to [removed: 43.9%] [added: 45.1%] in the year ended December 31, 2021, as compared to [removed: 46.0%] [added: 47.3%] in the year ended December 31, 2020, due primarily to operating leverage on higher organic sales.

The resulting operating margin was [removed: 38.2%] [added: 33.4%] in the year ended December 31, 2021 as compared to 35.3% in the year ended December 31, 2020.

In our [removed: Measurement & Analytical Solutions] [added: Technology Enabled Products] segment, net revenues were [removed: $1,559.6] [added: $1,243.3] for the year ended December 31, 2021 as compared to [removed: $1,425.6] [added: $1,167.2] the year ended December 31, 2020.

The growth of [removed: 8.2%] [added: 5.9%] in organic revenues was broad-based led by our [removed: industrial,] water meter technology, and medical products businesses excluding Verathon, which declined due to unprecedented demand for their products used in the treatment of COVID-19 during 2020.

Gross margin decreased to [removed: 57.4%] [added: 59.2%] in the year ended December 31, 2021, as compared to [removed: 59.3%] [added: 61.5%] in the year ended December 31, 2020, due primarily to [removed: revenue mix,] reduced operating leverage associated with Verathon’s normalized 2021 revenues and costs associated with navigating the widespread supply chain challenges.

SG&A expenses as a percentage of net revenues decreased to [removed: 26.5%] [added: 25.7%] in the year ended December 31, 2021, as compared to [removed: 26.8%] [added: 26.2%] in [removed: the year ended December 31, 2020 due to revenue mix.]

Roper has a proven, long-term, successful track record of compounding cash flow and shareholder value.

On November 22, 2022, the Company completed the divestiture of a majority 51% equity stake in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable segment, to Clayton, Dubilier & Rice, LLC.

The businesses included in this transaction were Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran (collectively “Indicor”).

Following the sale of the majority stake, the Company retained an initial 49% minority equity interest in the new standalone parent company, Indicor, LLC.

This transaction is referred to herein as the “Indicor Transaction.”

As of March 31, 2022, Roper had completed the 2021 Divestitures.

The aggregate of the 2021 Divestitures and the Indicor Transaction have greatly reduced the cyclicality and asset intensity of the Company.

In addition, the Company has an increased mix of recurring revenue and a higher margin profile.

Unless otherwise noted, discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to continuing operations.

Update to Segment Reporting Structure

During the second quarter of 2022, we updated our reportable segment structure following the announcement of the Indicor Transaction.

The Company’s new reporting segment structure is classified based on business model and delivery of performance obligations.

The three updated reportable segments (and businesses within each; including changes due to acquisitions since the realignment) are as follows:

–Application Software - Aderant, CBORD/Horizon, CliniSys, Data Innovations, Deltek, Frontline Education, IntelliTrans, PowerPlan, Strata, Vertafore

–Network Software - ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled Products - CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

Following the Indicor Transaction and the realignment of our reportable segments, the day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged.

All prior periods have been recast to reflect the changes noted above.

Financial information about our reportable segments is presented in Note 14 of the Notes to Consolidated Financial Statements included in this Annual Report.

The rate was unfavorably impacted by the recognition of a net tax expense associated with an internal restructuring plan associated with the Indicor Transaction.

If the estimated fair value exceeds the carrying value, no

The Company has an initial 49% minority equity interest in Indicor which provides us with the ability to exercise significant influence, but not control, over the investee.

We elected to apply the fair value option as we believe this is the most reasonable method to value the equity investment.

This investment is classified within Level 3 of the fair value hierarchy as valuation of the investment at future dates will reflect management’s estimate of assumptions that market participants would use in pricing the asset.

Any changes to the valuation estimates or assumptions as described further in Note 10 of the Notes to the Consolidated Financial Statements could produce significantly different results.

| Application Software (1) | | | $ | 2,639.5 | | | | | $ | 2,366.7 | | | | | $ | 1,785.8 | |

| Network Software (2) | | | 1,378.5 | | | | | | 1,223.8 | | | | | | 1,069.4 | | |

| Technology Enabled Products | | | 1,353.8 | | | | | | 1,243.3 | | | | | | 1,167.2 | | |

| Total | | | $ | 5,371.8 | | | | | $ | 4,833.8 | | | | | $ | 4,022.4 | |

| Application Software | | | 68.8 | | % | | | | 69.4 | | % | | | | 68.4 | | % |

| Network Software | | | 84.6 | | | | | | 84.1 | | | | | | 83.1 | | |

| Technology Enabled Products | | | 56.9 | | | | | | 59.2 | | | | | | 61.5 | | |

| Total | | | 69.9 | | % | | | | 70.5 | | % | | | | 70.3 | | % |

| Selling, general and administrative expenses: | | | | | | | | | | | | | | | | | |

| Application Software | | | 41.8 | | % | | | | 42.7 | | % | | | | 42.2 | | % |

| Network Software | | | 43.2 | | | | | | 45.1 | | | | | | 47.3 | | |

| Technology Enabled Products | | | 23.8 | | | | | | 25.7 | | | | | | 26.2 | | |

| Total | | | 37.6 | | % | | | | 38.9 | | % | | | | 38.9 | | % |

| Application Software | | | 27.1 | | % | | | | 26.8 | | % | | | | 26.2 | | % |

| Network Software | | | 41.4 | | | | | | 39.0 | | | | | | 35.8 | | |

We compete in many niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets.

Roper has completed the divestitures of Zetec and CIVCO Radiotherapy, in the first quarter of 2022 and fourth quarter of 2021, respectively, and expects the TransCore transaction to close in the first quarter of 2022, subject to customary closing conditions, including regulatory approvals.

tax law changes are unfavorable, then we could be required to recognize valuation allowances against deferred tax balances, resulting in an increase to income tax expense and the effective tax rate.

impairment, which typically decreases as the businesses are integrated into our enterprise and positioned for future sales growth.

During the fourth quarter of 2021, Sunquest also recognized a non-cash impairment charge of $5.1 representing the unamortized balance related primarily to a software intangible asset that will be discontinued in 2022.

This impairment charge is included as a component of “Impairment of intangible assets” within the Consolidated Statements of Earnings.

| Application Software (1) | | | $ | 2,380.6 | | | | | $ | 1,799.9 | | | | | $ | 1,588.0 | |

| Network Software & Systems (2) | | | 1,338.4 | | | | | | 1,173.7 | | | | | | 1,004.2 | | |

| Measurement & Analytical Solutions (3) | | | 1,559.6 | | | | | | 1,425.6 | | | | | | 1,544.3 | | |

| Process Technologies | | | 499.2 | | | | | | 455.0 | | | | | | 591.2 | | |

| Total | | | $ | 5,777.8 | | | | | $ | 4,854.2 | | | | | $ | 4,727.7 | |

| Application Software | | | 69.3 | | % | | | | 68.3 | | % | | | | 67.0 | | % |

| Network Software & Systems | | | 82.2 | | | | | | 81.3 | | | | | | 83.0 | | |

| Measurement & Analytical Solutions | | | 57.4 | | | | | | 59.3 | | | | | | 58.6 | | |

| Process Technologies | | | 54.4 | | | | | | 53.4 | | | | | | 57.1 | | |

| Total | | | 67.8 | | % | | | | 67.4 | | % | | | | 66.4 | | % |

| Application Software | | | 26.7 | | % | | | | 26.0 | | % | | | | 25.5 | | % |

| Network Software & Systems | | | 38.2 | | | | | | 35.3 | | | | | | 38.7 | | |

| Measurement & Analytical Solutions | | | 30.9 | | | | | | 32.5 | | | | | | 31.8 | | |

| Process Technologies | | | 30.6 | | | | | | 25.4 | | | | | | 35.8 | | |

| Total | | | 30.9 | | % | | | | 30.1 | | % | | | | 31.7 | | % |

| Income from operations | | | 25.6 | | | | | | 26.2 | | | | | | 28.1 | | |

| Interest expense, net | | | (4.1) | | | | | | (4.5) | | | | | | (3.9) | | |

| Gain on disposal of businesses | | | — | | | | | | — | | | | | | 19.5 | | |

(1)Includes results from the acquisitions of ComputerEase from August 19, 2019, Bellefield from December 18, 2019, Vertafore from September 3, 2020, EPSi from October 15, 2020 and American Legal Net from December 30, 2021.

(3)Includes the results from the Imaging businesses through February 5, 2019 and Gatan through October 29, 2019.

| | | | Application Software | | | | | | Network Software & Systems | | | | | | Measurement & Analytical Solutions | | | | | | Process Technologies | | | | | | Roper | | |

| Total Revenue Growth | | | 32.3 | | % | | | | 14.0 | | % | | | | 9.4 | | % | | | | 9.7 | | % | | | | 19.0 | | % |

| Acquisitions/Divestitures | | | 23.1 | | | | | | 1.9 | | | | | | — | | | | | | — | | | | | | 9.0 | | |

| Organic Revenue Growth | | | 8.2 | | % | | | | 11.2 | | % | | | | 8.2 | | % | | | | 8.3 | | % | | | | 8.9 | | % |

The growth of 8.3% in organic revenues was due to broad-based across the segment as energy and industrial markets continue to recover from the reduction in demand caused by the pandemic.

The increase was due primarily to a non-recurring item related to a UK tax rate change, which had a $21.7 unfavorable impact in 2021.

| Network Software & Systems | | | 468.1 | | | | | | 363.5 | | | | | | 28.8 | | |

| Measurement & Analytical Solutions | | | 400.6 | | | | | | 224.0 | | | | | | 78.8 | | |

| Process Technologies | | | 150.2 | | | | | | 107.4 | | | | | | 39.9 | | |

| Total | | | $ | 2,560.8 | | | | | $ | 2,061.8 | | | | | 24.2 | | % |

| | | | Application Software | | | | | | Network Software & Systems | | | | | | Measurement & Analytical Solutions | | | | | | Process Technologies | | | | | | Roper | | |

| Total Revenue Growth | | | 13.3 | | % | | | | 16.9 | | % | | | | (7.7) | | % | | | | (23.1) | | % | | | | 2.7 | | % |

| Acquisitions/Divestitures | | | 12.6 | | | | | | 15.2 | | | | | | (9.9) | | | | | | — | | | | | | 4.4 | | |

| Organic Revenue Growth | | | 0.6 | | % | | | | 1.6 | | % | | | | 2.0 | | % | | | | (23.1) | | % | | | | (1.8) | | % |

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $7,500.0] [added: $6,700.0] of fixed rate borrowings with interest rates ranging from [removed: 0.45%] [added: 1.00%] to 4.20%.

At December 31, [removed: 2021,] [added: 2022,] the prevailing market rates for [added: each of] our long-term notes [removed: were between 2.6% lower and] [added: was at least] 0.7% [added: but no more than 4.1%] higher than the fixed rates on our debt instruments.

Our credit facility contains a [removed: $3,000.0] [added: $3,500.0] variable-rate revolver with [removed: $470.0 of] [added: no] outstanding borrowings at December 31, [removed: 2021.][added: 2022.]

Most of these transactions or balances are denominated in euros, Canadian [removed: dollars, British pounds] [added: dollars] or [removed: Danish kroner.][added: British pounds.]

Net revenues recognized by companies whose functional currency was not the U.S. dollar were [removed: 17%] [added: 11%] of our total revenues in [removed: 2021] [added: 2022] and [removed: 77%] [added: 89%] of these revenues were recognized by companies with a [removed: European] functional [removed: currency.][added: currency that was either the euro, Canadian dollar or British pound.]

If these currency exchange rates had been 10% different throughout [removed: 2021] [added: 2022] compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately 1%.

[removed: The] [added: In addition, the] stock price also affects our employees’ perceptions of programs that involve our common stock.

[removed: We believe the] [added: The] quantification of the effects of these changing prices on our future earnings and cash flows is not readily determinable.

We operate [added: market leading] businesses that design and develop [added: vertical] software [removed: (both license] and [removed: Software-as-a-Service (“SaaS”)) and engineered] [added: technology enabled] products [removed: and solutions] for a variety of [added: defensible] niche [removed: end] markets.

We pursue consistent and sustainable growth in [added: revenue,] earnings and cash flow by [removed: emphasizing] [added: enabling] continuous improvement in the operating performance of our existing businesses and by acquiring other businesses that offer high value-added software, services, [removed: engineered] [added: technology-enabled] products and solutions that we believe are capable of achieving growth and maintaining high margins.

We compete in many [added: defensible] niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets.

In the last three years, we have deployed [removed: nearly $8.6 billion] [added: approximately $10,500] of capital toward acquisitions, including approximately [removed: $5.4 billion] [added: $3,750] in [added: 2022 for the acquisition of Frontline Education, a leading provider of Software-as-a-Service (“SaaS”) solutions for school administration and approximately $5,400 in] 2020 for the acquisition of Vertafore, Inc., a leading provider of SaaS solutions for the property and casualty insurance industry.

During 2021, Roper [removed: signed] [added: entered into] definitive agreements to divest [removed: its] [added: our] TransCore, Zetec and CIVCO Radiotherapy businesses [removed: for an aggregate of approximately $3.2 billion in cash.][added: (“2021 Divestitures”).]

The financial results for [removed: these businesses] [added: Indicor and the 2021 Divestitures] are reported as discontinued operations for all periods presented.

*Leadership with [removed: Engineered Content] [added: Technology and Products] for Niche Markets* - We maintain a leading position in many of our markets.

*Diversified End Markets and Geographic Reach* - We have a global presence, with sales to customers outside the [removed: U.S. totaling $1,342.2 in 2021.][added: United States (“U.S.”).]

Our Application Software segment had net revenues of [removed: $2,380.6] [added: $2,639.5] for the year ended December 31, [removed: 2021,] [added: 2022,] representing [removed: 41.2%] [added: 49.1%] of our total net revenues.

*Aderant -* [removed: provides] comprehensive management software solutions for law and other professional services firms, including business development, calendar/docket matter management, time and billing and case management.

[removed: *CBORD*] [added: *CBORD/Horizon*] - [removed: provides] campus solutions software including access and cashless systems and food and nutrition service management serving primarily higher education and healthcare [removed: markets.][added: markets along with software, services, and technologies for foodservice operations specializing in K-12.]

*CliniSys* - [removed: provides] diagnostic and laboratory information management software solutions.

*Data Innovations* - [removed: provides] software solutions that enable enterprise management of hospitals and independent laboratories.

*Deltek* - [removed: provides] enterprise software and information solutions for government contractors, professional services firms and other project-based businesses.

*IntelliTrans* - [removed: provides] transportation management software and services to bulk and break-bulk commodity producers.

*PowerPlan* - [removed: provides] financial and compliance management software and solutions to large complex companies in asset-intensive industries.

*Strata* - [removed: provides] cloud-based financial analytics and performance management software that is used by healthcare providers for financial planning, decision support and continuous cost improvement.

*Vertafore* - [removed: provides] cloud-based software to the property and casualty insurance industry, including agency management, compliance, workflow, and data solutions.

Network [removed: Software & Systems][added: Software]

Our Network Software [removed: & Systems] segment had net revenues of [removed: $1,338.4] [added: $1,378.5] for the year ended December 31, [removed: 2021,] [added: 2022,] representing [removed: 23.2%] [added: 25.7%] of our total net revenues.

Below is a description of the products offered by business that comprise the Network Software [removed: & Systems] segment.

*ConstructConnect* - [removed: provides] cloud-based data, collaboration and estimating automation software solutions to a network of pre-construction contractors.

*DAT* - [removed: provides] electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout North America.

*Foundry* - [removed: provides] software technologies used to deliver visual effects and 3D content for the entertainment and digital design industries.

*Inovonics* - [removed: provides high performance] [added: high-performance] wireless sensor network and solutions for a variety of applications.

*iPipeline* - [removed: provides] cloud-based software solutions for the life insurance and financial services industries.

*iTradeNetwork* - [removed: provides] electronic marketplaces and supply chain software that connect food suppliers, distributors and vendors, primarily in the perishable food sector.

[removed: *Link Logistics*] [added: *Loadlink*] - [removed: provides] electronic marketplaces that connect available capacity of trucking units with the available loads of freight throughout Canada.

*MHA* - [removed: provides] health care service and software solutions to alternate site health care markets.

[removed: *RF] [added: *rf] IDeas* - [removed: provides] RFID card readers used in numerous identity access management applications across a variety of vertical markets.

*SHP* - [removed: provides] data analytics and benchmarking information for the post-acute healthcare provider marketplace.

*SoftWriters* - [removed: provides] software solutions to pharmacies that primarily serve the long term care marketplace.

Our [removed: Measurement & Analytical Solutions] [added: Technology Enabled Products] segment had net revenues of [removed: $1,559.6] [added: $1,353.8] for the year ended December 31, [removed: 2021,] [added: 2022,] representing [removed: 27.0%] [added: 25.2%] of our total net revenues.

Below is a description of the products offered by business that comprise the [removed: Measurement & Analytical Solutions] [added: Technology Enabled Products] segment.

*CIVCO Medical Solutions* - [removed: provides] accessories focused on guidance and infection control for ultrasound procedures.

*FMI* - [removed: provides] dispensers and metering pumps which are utilized in a broad range of applications requiring precision fluid control.

*IPA* - [removed: provides] automated surgical scrub and linen dispensing equipment for healthcare providers.

*Neptune* - [removed: provides] water meters, enabling water utilities to remotely monitor their customers utilizing Automatic Meter Reading [removed: (AMR) and] [added: (AMR),] Advanced Metering Infrastructure (AMI) [removed: technologies.][added: technologies and cloud-based software supporting meter data management.]

*Northern Digital* - [removed: provides] optical and electromagnetic precision measurement systems for medical and industrial applications.

*Verathon* - [removed: provides] medical devices that enable airway management and bladder volume measurement solutions for healthcare providers.

Roper has a proven, long-term, successful track record of compounding cash flow and shareholder value.

Additionally, we deployed approximately $1,400 towards bolt-on acquisitions to help build on the strategic position of several of our businesses.

On November 22, 2022, the Company completed the divestiture of a majority 51% equity stake in its industrial businesses, including its entire historical Process Technologies reportable segment and the industrial businesses within its historical Measurement & Analytical Solutions reportable segment, to Clayton, Dubilier & Rice, LLC.

The businesses included in this transaction were Alpha, AMOT, CCC, Cornell, Dynisco, FTI, Hansen, Hardy, Logitech, Metrix, PAC, Roper Pump, Struers, Technolog, Uson, and Viatran (collectively “Indicor”).

Following the sale of the majority stake, the Company retained an initial 49% minority equity interest in the new standalone parent company, Indicor, LLC.

This transaction is referred to herein as the “Indicor Transaction.”

As of March 31, 2022, Roper had completed the 2021 Divestitures.

The aggregate of the 2021 Divestitures and Indicor Transaction have greatly reduced the cyclicality and asset intensity of the Company.

In addition, the Company has an increased mix of recurring revenue and a higher margin profile.

Unless otherwise noted, discussion within Part I relates to continuing operations.

We believe our market positions are attributable to the applications expertise used to create high value products and solutions for our customers, the underlying critical nature of our offerings, and the inherent customer intimacy of our chosen niche markets.

totaling $806.5 in 2022.

During the second quarter of 2022, we updated our reportable segment structure following the announcement of the Indicor Transaction.

The Company’s new reporting segment structure is classified based on business model and delivery of performance obligations.

The three updated reportable segments (and businesses within each; including changes due to acquisitions since the realignment) are as follows:

–Application Software - Aderant, CBORD/Horizon, CliniSys, Data Innovations, Deltek, Frontline Education, IntelliTrans, PowerPlan, Strata, Vertafore

–Network Software - ConstructConnect, DAT, Foundry, iPipeline, iTradeNetwork, Loadlink, MHA, SHP, SoftWriters

–Technology Enabled Products - CIVCO Medical Solutions, FMI, Inovonics, IPA, Neptune, Northern Digital, rf IDEAS, Verathon

Following the Indicor Transaction and the realignment of our reportable segments, the day-to-day operations of our businesses, our organizational structure, and our strategy remain unchanged.

All prior periods have been recast to reflect the changes noted above.

*Frontline Education* - K-12 school administration software, connecting solutions for human capital management, student and special programs, and business operations with powerful analytics to empower educators.

Technology Enabled Products

We also believe these conditions affect our competitors.

Backlog was $2,912.6 at December 31, 2022, and $2,325.1 at December 31, 2021.

In particular, legal challenges to the way regulators implemented GDPR have created additional operational burdens for companies transferring personal data back and forth between the EU, U.S., and India.

Changes to the CCPA effective in 2023 have added to the processing restrictions and notifications requirements – particularly when companies engage in online advertising.

During the COVID-19 pandemic, most of our businesses implemented broad work-from-home initiatives.

Many businesses have retained work-from-home flexibility for their employees and have implemented hybrid work-from-home and in-office arrangements.

Roper has completed the divestitures of Zetec and CIVCO Radiotherapy, in the first quarter of 2022 and fourth quarter of 2021, respectively, and expects the TransCore transaction to close in the first quarter of 2022 for approximately $2.7 billion.

We believe our market positions are attributable to the technical sophistication of our products and software, the applications expertise used to create our advanced products and systems, and our distribution and service capabilities.

Our operations are reported in four segments based upon business models and capital deployment strategy and objectives.

The segments are: Application Software, Network Software & Systems, Measurement & Analytical Solutions and Process Technologies.

*Horizon* - provides software, services, and technologies for foodservice operations–specializing in K-12.

Measurement & Analytical Solutions

*Alpha* - provides precision rubber and polymer testing instruments, and data analysis software.

*Dynisco* - provides solutions for testing and analyzing plastics used in a variety of end markets.

*Hansen* - provides control valves for large industrial refrigeration systems.

*Hardy* - provides precision weighing equipment for process and packaging for a variety of industries including food processing, automated manufacturing, chemical, plastics, and rubber.

*Logitech* - provides equipment and consumables used for sample preparation and material analysis used primarily in the semiconductor and geological science industries.

*Struers* - provides equipment and consumables for sample preparation and testing of solid materials used across a variety of end markets.

*Technolog* - provides products and services to water and gas utilities, used for network monitoring, pressure control, and remote meter reading.

*Uson* - provides automated leak detection equipment for a variety of end markets, including automotive, medical device, pharmaceutical, and general industrial.

Process Technologies

Our Process Technologies segment had net revenues of $499.2 for the year ended December 31, 2021, representing 8.6% of our total net revenues.

Below is a description of the products offered by business that comprise the Process Technologies segment.

*AMOT* - provides temperature control and emergency shutoff valves used by customers in the energy and general industrial end markets.

*CCC* - provides turbomachinery control hardware, software, and services for customers across the upstream, midstream, and downstream energy markets.

*Cornell* - provides specialized pumps used across a variety of end markets, including agriculture, energy, food processing, mining, waste water processing, and general industrial.

*FTI* - provides flow meter calibrators, and controllers used primarily in the aerospace, automotive, energy, and general industrial end markets.

*Metrix* - provides vibration monitoring systems and controls across a variety of end markets.

*PAC* - provides analytical instruments used by energy refineries and laboratories.

*Roper Pump* - provides specialty pumps and drilling power sections used by customers in the energy, general industrial, and transportation end markets.

*Viatran* - provides pressure and level sensors for energy and general industrial end markets.

We regularly investigate and identify alternative sources where possible, and we believe these conditions equally affect our competitors.

Backlog was $2,560.8 at December 31, 2021, and $2,061.8 at December 31, 2020.

marketing of medical products.

Approximately 2,200 of these employees are employed by Zetec (which closed in the first quarter of 2022) and TransCore (which is expected to close in the first quarter of 2022).

Management believes that the Company's employee relations are favorable.

A very small portion of the Company’s U.S. employees are unionized.

Roper is a founding member of the OneTen Coalition.

OneTen is an organization that plans to combine the power of over 30 committed large, public American companies to upskill, hire and promote one million Black Americans over the next 10 years into family-sustaining jobs with opportunities for advancement.

Among the coalition’s founding members, Roper is uniquely situated to connect Black Americans with employment opportunities at many of our smaller and growing businesses.

In response to the COVID-19 pandemic and related mitigation measures we have implemented changes in our business in an effort to protect our employees and customers, and to support appropriate health and safety protocols.

For example, we implemented cleaning and sanitation processes for both production and office administration spaces and implemented broad work-from-home initiatives.

While employees in our Application Software and Network Software & Solutions businesses, as well as employees in corporate and administrative functions throughout the Company worked remotely throughout much of the pandemic, many employees have returned to offices where such can be done in a safe manner.

Employees at our manufacturing and assembly facilities (primarily in our Measurement & Analytical Solutions and Process Solutions businesses) have continued to work throughout the pandemic with only minor disruption.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

Based on the closing sale price on the New York Stock Exchange on June 30, [removed: 2021,] [added: 2022,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $49.3] [added: $41.6] billion.

Number of shares of registrant’s Common Stock outstanding as of February [removed: 11, 2022: 105,602,835.][added: 17, 2023: 106,243,275.]

Portions of the registrant’s Proxy Statement to be furnished to Stockholders in connection with its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III, Items 10, 11, 12, 13 and 14 of this Annual Report on Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2021][added: 2022]

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| [Item [removed: 7A.](#ie68b7309b0054db1812871ddae92e386_55)] [added: 7A.](#i91c331df7ef8450b9bc8aa779d5fdd4b_61)] | | | [Quantitative and Qualitative Disclosures about Market [removed: Risk](#ie68b7309b0054db1812871ddae92e386_55)] [added: Risk](#i91c331df7ef8450b9bc8aa779d5fdd4b_61)] | | | [removed: [29](#ie68b7309b0054db1812871ddae92e386_55)] [added: [30](#i91c331df7ef8450b9bc8aa779d5fdd4b_61)] | | |

| [Item [removed: 8.](#ie68b7309b0054db1812871ddae92e386_58)] [added: 8.](#i91c331df7ef8450b9bc8aa779d5fdd4b_64)] | | | [Financial Statements and Supplementary [removed: Data](#ie68b7309b0054db1812871ddae92e386_58)] [added: Data](#i91c331df7ef8450b9bc8aa779d5fdd4b_64)] | | | [removed: [31](#ie68b7309b0054db1812871ddae92e386_61)] [added: [31](#i91c331df7ef8450b9bc8aa779d5fdd4b_64)] | | |

| [Item [removed: 9.](#ie68b7309b0054db1812871ddae92e386_148)] [added: 9.](#i91c331df7ef8450b9bc8aa779d5fdd4b_157)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ie68b7309b0054db1812871ddae92e386_148)] [added: Disclosure](#i91c331df7ef8450b9bc8aa779d5fdd4b_157)] | | | [removed: [66](#ie68b7309b0054db1812871ddae92e386_148)] [added: [71](#i91c331df7ef8450b9bc8aa779d5fdd4b_157)] | | |

| [Item [removed: 9A.](#ie68b7309b0054db1812871ddae92e386_151)] [added: 9A.](#i91c331df7ef8450b9bc8aa779d5fdd4b_160)] | | | [Controls and [removed: Procedures](#ie68b7309b0054db1812871ddae92e386_151)] [added: Procedures](#i91c331df7ef8450b9bc8aa779d5fdd4b_160)] | | | [removed: [66](#ie68b7309b0054db1812871ddae92e386_151)] [added: [71](#i91c331df7ef8450b9bc8aa779d5fdd4b_160)] | | |

| [Item [removed: 9B.](#ie68b7309b0054db1812871ddae92e386_154)] [added: 9B.](#i91c331df7ef8450b9bc8aa779d5fdd4b_163)] | | | [Other [removed: Information](#ie68b7309b0054db1812871ddae92e386_154)] [added: Information](#i91c331df7ef8450b9bc8aa779d5fdd4b_163)] | | | [removed: [66](#ie68b7309b0054db1812871ddae92e386_154)] [added: [71](#i91c331df7ef8450b9bc8aa779d5fdd4b_163)] | | |

| [Item [removed: 9C.](#ie68b7309b0054db1812871ddae92e386_1679)] [added: 9C.](#i91c331df7ef8450b9bc8aa779d5fdd4b_166)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ie68b7309b0054db1812871ddae92e386_1679)] [added: Inspections](#i91c331df7ef8450b9bc8aa779d5fdd4b_166)] | | | [removed: [66](#ie68b7309b0054db1812871ddae92e386_1679)] [added: [71](#i91c331df7ef8450b9bc8aa779d5fdd4b_166)] | | |

| [Item [removed: 10.](#ie68b7309b0054db1812871ddae92e386_160)] [added: 10.](#i91c331df7ef8450b9bc8aa779d5fdd4b_172)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ie68b7309b0054db1812871ddae92e386_160)] [added: Governance](#i91c331df7ef8450b9bc8aa779d5fdd4b_172)] | | | [removed: [67](#ie68b7309b0054db1812871ddae92e386_160)] [added: [72](#i91c331df7ef8450b9bc8aa779d5fdd4b_172)] | | |

| [Item [removed: 11.](#ie68b7309b0054db1812871ddae92e386_163)] [added: 11.](#i91c331df7ef8450b9bc8aa779d5fdd4b_175)] | | | [Executive [removed: Compensation](#ie68b7309b0054db1812871ddae92e386_163)] [added: Compensation](#i91c331df7ef8450b9bc8aa779d5fdd4b_175)] | | | [removed: [67](#ie68b7309b0054db1812871ddae92e386_163)] [added: [72](#i91c331df7ef8450b9bc8aa779d5fdd4b_175)] | | |

| [Item [removed: 12.](#ie68b7309b0054db1812871ddae92e386_166)] [added: 12.](#i91c331df7ef8450b9bc8aa779d5fdd4b_178)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ie68b7309b0054db1812871ddae92e386_166)] [added: Matters](#i91c331df7ef8450b9bc8aa779d5fdd4b_178)] | | | [removed: [68](#ie68b7309b0054db1812871ddae92e386_166)] [added: [73](#i91c331df7ef8450b9bc8aa779d5fdd4b_178)] | | |

| [Item [removed: 13.](#ie68b7309b0054db1812871ddae92e386_169)] [added: 13.](#i91c331df7ef8450b9bc8aa779d5fdd4b_181)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ie68b7309b0054db1812871ddae92e386_169)] [added: Independence](#i91c331df7ef8450b9bc8aa779d5fdd4b_181)] | | | [removed: [68](#ie68b7309b0054db1812871ddae92e386_169)] [added: [73](#i91c331df7ef8450b9bc8aa779d5fdd4b_181)] | | |

| [Item [removed: 14.](#ie68b7309b0054db1812871ddae92e386_172)] [added: 14.](#i91c331df7ef8450b9bc8aa779d5fdd4b_184)] | | | [Principal Accountant Fees and [removed: Services](#ie68b7309b0054db1812871ddae92e386_172)] [added: Services](#i91c331df7ef8450b9bc8aa779d5fdd4b_184)] | | | [removed: [68](#ie68b7309b0054db1812871ddae92e386_172)] [added: [73](#i91c331df7ef8450b9bc8aa779d5fdd4b_184)] | | |

| [Item [removed: 15.](#ie68b7309b0054db1812871ddae92e386_178)] [added: 15.](#i91c331df7ef8450b9bc8aa779d5fdd4b_190)] | | | [Exhibits and Financial Statement [removed: Schedules](#ie68b7309b0054db1812871ddae92e386_178)] [added: Schedules](#i91c331df7ef8450b9bc8aa779d5fdd4b_190)] | | | [removed: [69](#ie68b7309b0054db1812871ddae92e386_178)] [added: [74](#i91c331df7ef8450b9bc8aa779d5fdd4b_190)] | | |

| [Item [removed: 16.](#ie68b7309b0054db1812871ddae92e386_181)] [added: 16.](#i91c331df7ef8450b9bc8aa779d5fdd4b_193)] | | | [Form 10-K [removed: Summary](#ie68b7309b0054db1812871ddae92e386_181)] [added: Summary](#i91c331df7ef8450b9bc8aa779d5fdd4b_193)] | | | [removed: [69](#ie68b7309b0054db1812871ddae92e386_181)] [added: [74](#i91c331df7ef8450b9bc8aa779d5fdd4b_193)] | | |

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

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our operating plans, our expectations regarding our ability to generate cash and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future [removed: growth,] [added: growth and] our expectations regarding growth through [removed: acquisitions and the ability to complete the announced divestiture of our TransCore business, including obtaining any required regulatory approvals with respect thereto.][added: acquisitions.]

- changes in the supply of, or price for, labor, energy, raw materials, parts and components, including as a result of impacts from the current inflationary environment, [removed: ongoing] supply chain constraints or [added: additional or ongoing outbreaks of] COVID-19;

- economic disruption caused by [added: armed conflicts (such as the war in Ukraine),] terrorist attacks, health crises (such as the COVID-19 pandemic) or other unforeseen geopolitical events; and

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART II](#i91c331df7ef8450b9bc8aa779d5fdd4b_40) | | | | | | | | |

| [PART III](#i91c331df7ef8450b9bc8aa779d5fdd4b_169) | | | | | | | | |

| [PART IV](#i91c331df7ef8450b9bc8aa779d5fdd4b_187) | | | | | | | | |

| | | | [Signatures](#i91c331df7ef8450b9bc8aa779d5fdd4b_196) | | | [75](#i91c331df7ef8450b9bc8aa779d5fdd4b_196) | | |

Such risks and uncertainties include any ongoing impacts of the COVID-19 pandemic on our business, operations, financial results and liquidity, which will depend on numerous evolving factors which we cannot accurately predict or assess.

| [PART II](#ie68b7309b0054db1812871ddae92e386_40) | | | | | | | | |

| [PART III](#ie68b7309b0054db1812871ddae92e386_157) | | | | | | | | |

| [PART IV](#ie68b7309b0054db1812871ddae92e386_175) | | | | | | | | |

| | | | [Signatures](#ie68b7309b0054db1812871ddae92e386_184) | | | [70](#ie68b7309b0054db1812871ddae92e386_184) | | |

Such risks and uncertainties include any ongoing impacts of the COVID-19 pandemic on our business, operations, financial results and liquidity, which will depend on numerous evolving factors that we cannot accurately predict or assess, including: the duration and scope of the pandemic, new variants of the virus and the distribution and efficacy of vaccines; the impact of vaccine mandates on our workforce in certain jurisdictions; any negative impact on global and regional markets, economies and economic activity; actions governments, businesses and individuals take in response to the pandemic; the effects of the pandemic, including all of the foregoing, on our employees, customers, suppliers, and business partners, and how quickly economies and demand for our products and services recover following the pandemic.

- the cyclical nature of some of our markets;

- risks and costs associated with asbestos-related litigation;

As of December 31, [removed: 2021,] [added: 2022,] we owned approximately [removed: 0.8] [added: 0.3] million square feet, and leased approximately [removed: 3.7] [added: 2.8] million square feet.

Of the total [removed: 4.5] [added: 3.1] million square feet, [removed: 68%] [added: 76%] is concentrated in the United States.

Pursuant to General Instruction G(3) of Form 10-K, the following list of executive officers of the Company as of February [removed: 22, 2022] [added: 27, 2023] is included as an unnumbered Item in Part I of this report in lieu of being included in the Company’s Proxy Statement relating to the [removed: 2022] [added: 2023] Annual Meeting of Shareholders.

Neil Hunn*, [removed: 49,] [added: 50,] has served as President and Chief Executive Officer since August 2018.

[removed: Crisci*, 46,] [added: Conley*, 47,] has served as Executive Vice President and Chief Financial Officer since [removed: 2018 and as Vice President and Chief Financial Officer from 2017 to 2018.][added: February 2023.]

Stipancich*, [removed: 53,] [added: 54,] has served as Executive Vice President, General Counsel and Corporate Secretary since 2018 and as Vice President, General Counsel and Corporate Secretary from 2016 to 2018.

At Newell Brands he served as Executive Vice President and Chief Financial Officer from [removed: February] 2015 to [removed: May] 2016.

[removed: Conley*, 46, has] [added: Prior thereto he] served as Vice President and Chief Accounting Officer [removed: since] [added: from] 2021 [added: to February 2023] and as Vice President and Controller from 2017 to 2021.

[removed: Prior thereto, he] [added: He previously] served as the Chief Financial Officer at Managed Healthcare Associates, a Roper subsidiary, from 2013 to 2017.

*Robert C.

Mr. Crisci joined Roper in 2013 as Vice President, Finance and Investor Relations and led the Company’s financial planning and analysis and investor relations activities.

Prior to joining Roper, he served in various roles across investment banking, consulting and finance.

His prior experience includes positions at Morgan Keegan, VRA Partners, Devon Value Advisers and Deloitte.

Based on information available to us and our transfer agent, there were approximately [removed: 200] [added: 202] record holders of our common stock as of February [removed: 11, 2022.][added: 17, 2023.]

In November [removed: 2021,] [added: 2022,] our Board of Directors increased the quarterly dividend paid January [removed: 24, 2022] [added: 23, 2023] to [removed: $0.62] [added: $0.6825] per share from [removed: $0.5625] [added: $0.62] per share, an increase of 10%.

This is the [removed: twenty-ninth] [added: thirtieth] consecutive year in which the Company has increased its dividend.

The timing, declaration and payment of future dividends will be at the sole discretion of our Board of Directors and will depend upon our profitability, [added: cash flows,] financial condition, capital needs, future prospects and other factors deemed relevant by our Board of Directors.

The following graph compares, for the five year period ended December 31, [removed: 2021,] [added: 2022,] the cumulative total stockholder return for our common stock, the [removed: Standard and Poor’s] [added: S&P 500, the S&P] 500 [removed: Stock Index (the “S&P 500”)] [added: Industrials,] and the [removed: Standard and Poor’s 500 Industrials Index (the “S&P] [added: S&P] 500 [removed: Industrials”).][added: IT indices.]

Measurement points are the last trading day of each of our fiscal years ended December 31, [removed: 2016,] 2017, 2018, 2019, [removed: 2020] [added: 2020, 2021] and [removed: 2021.][added: 2022.]

The graph assumes that [removed: $100] [added: $100.00] was invested on December 31, [removed: 2016] [added: 2017] in our common stock, the S&P [added: 500, the S&P] 500 [added: Industrials,] and the S&P 500 [removed: Industrials] [added: IT] and assumes reinvestment of any dividends.

| | | | [removed: 12/31/2016] [added: 12/31/2017] | | | | | | [removed: 12/31/2017] [added: 12/31/2018] | | | | | | [removed: 12/31/2018] [added: 12/31/2019] | | | | | | [removed: 12/31/2019] [added: 12/31/2020] | | | | | | [removed: 12/31/2020] [added: 12/31/2021] | | | | | | [removed: 12/31/2021] [added: 12/31/2022] | | |

[removed: ][added: ]

Roper has historically compared the cumulative total return on its common stock with that of the Standard & Poor’s 500 Stock Index (the “S&P 500”) and the Standard and Poor’s 500 Industrials Index (the “S&P 500 Industrials”).

As a result of the divestiture activity in 2022 and 2021, the Company will use the S&P 500 Information Technology Index (the “S&P 500 IT”) in place of the S&P 500 Industrials on a go-forward basis to better reflect more relevant comparisons of our software and technology focused portfolio.

The performance graph below presents the indices used in the prior year and the newly selected index.

| Roper Technologies, Inc. | | | $ | 100.00 | | | | | $ | 103.52 | | | | | $ | 138.36 | | | | | $ | 169.34 | | | | | $ | 194.20 | | | | | $ | 171.59 | |

| S&P 500 | | | 100.00 | | | | | | 95.62 | | | | | | 125.72 | | | | | | 148.85 | | | | | | 191.58 | | | | | | 156.88 | | |

| S&P 500 Industrials | | | 100.00 | | | | | | 86.71 | | | | | | 112.17 | | | | | | 124.59 | | | | | | 150.89 | | | | | | 142.63 | | |

| S&P 500 IT | | | 100.00 | | | | | | 99.71 | | | | | | 149.86 | | | | | | 215.63 | | | | | | 290.08 | | | | | | 208.30 | | |

| Roper Technologies, Inc. | | | $ | 100.00 | | | | | $ | 142.38 | | | | | $ | 147.39 | | | | | $ | 197.01 | | | | | $ | 241.12 | | | | | $ | 276.51 | |

| S&P 500 | | | 100.00 | | | | | | 121.83 | | | | | | 116.49 | | | | | | 153.17 | | | | | | 181.35 | | | | | | 233.41 | | |

| S&P 500 Industrials | | | 100.00 | | | | | | 121.03 | | | | | | 104.95 | | | | | | 135.77 | | | | | | 150.79 | | | | | | 182.63 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ie68b7309b0054db1812871ddae92e386_61)] [added: Firm](#i91c331df7ef8450b9bc8aa779d5fdd4b_67)] (PricewaterhouseCoopers LLP, PCAOB ID 238) | | | [removed: [31](#ie68b7309b0054db1812871ddae92e386_61)] [added: [32](#i91c331df7ef8450b9bc8aa779d5fdd4b_67)] | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020](#ie68b7309b0054db1812871ddae92e386_64)] [added: 2021](#i91c331df7ef8450b9bc8aa779d5fdd4b_70)] | | | [removed: [33](#ie68b7309b0054db1812871ddae92e386_64)] [added: [35](#i91c331df7ef8450b9bc8aa779d5fdd4b_70)] | | |

| [Consolidated Statements of Earnings for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ie68b7309b0054db1812871ddae92e386_67)] [added: 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_73)] | | | [removed: [34](#ie68b7309b0054db1812871ddae92e386_67)] [added: [36](#i91c331df7ef8450b9bc8aa779d5fdd4b_73)] | | |

| [Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ie68b7309b0054db1812871ddae92e386_70)] [added: 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_76)] | | | [removed: [35](#ie68b7309b0054db1812871ddae92e386_70)] [added: [37](#i91c331df7ef8450b9bc8aa779d5fdd4b_76)] | | |

| [Consolidated Statements of Stockholders’ Equity for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ie68b7309b0054db1812871ddae92e386_73)] [added: 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_79)] | | | [removed: [36](#ie68b7309b0054db1812871ddae92e386_73)] [added: [38](#i91c331df7ef8450b9bc8aa779d5fdd4b_79)] | | |

| [Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019](#ie68b7309b0054db1812871ddae92e386_76)] [added: 2020](#i91c331df7ef8450b9bc8aa779d5fdd4b_82)] | | | [removed: [37](#ie68b7309b0054db1812871ddae92e386_76)] [added: [39](#i91c331df7ef8450b9bc8aa779d5fdd4b_82)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ie68b7309b0054db1812871ddae92e386_79)] [added: Statements](#i91c331df7ef8450b9bc8aa779d5fdd4b_85)] | | | [removed: [38](#ie68b7309b0054db1812871ddae92e386_79)] [added: [40](#i91c331df7ef8450b9bc8aa779d5fdd4b_85)] | | |

We have audited the accompanying consolidated balance sheets of Roper Technologies, Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of earnings, of comprehensive income, of stockholders’ equity, and of cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022,] including the related notes [removed: and financial statement schedule listed in the accompanying index] (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded [removed: the] seven [removed: acquisitions completed in 2021] [added: entities] from its assessment of internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] because they were acquired by the Company in purchase business combinations during [removed: 2021.][added: 2022.]

We have also excluded [removed: the] [added: these] seven [removed: acquisitions completed in 2021] [added: entities] from our audit of internal control over financial reporting.

[removed: The acquired entities are wholly-owned subsidiaries whose] [added: These entities, each of which is wholly-owned, comprised, in the aggregate,] total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting [removed: collectively represent less than] [added: of approximately] 1% and [removed: less than 1%,] [added: approximately 2%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2021.][added: 2022.]

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

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

The critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

[removed: Management first qualitatively assesses whether the existence of events or] circumstances leads to a determination that it is more likely than not that the estimated fair value of [removed: an indefinite-lived trade name] [added: a reporting unit] is less than its carrying amount.

The assumptions that have the most significant effect on the fair value calculations are the [removed: royalty] [added: customer attrition] rates, projected [added: customer] revenue growth rates, [removed: discount rates,] [added: margins, contributory asset charges] and [removed: terminal values.][added: discount rates.]

The principal considerations for our determination that performing procedures relating to the [removed: Sunquest indefinite-lived trade name intangible asset quantitative impairment assessment] [added: valuation of amortizable customer relationships in connection with the acquisition of Frontline Technologies Parent, LLC] is a critical audit matter are (i) the significant judgment by management when [removed: determining] [added: developing] the fair value [added: estimate] of the [removed: indefinite-lived trade name intangible asset;] [added: amortizable customer relationships;] (ii) a high degree of auditor judgment, [removed: subjectivity] [added: subjectivity,] and effort in performing procedures and evaluating management’s significant assumptions related to the [removed: royalty rate, discount] [added: customer attrition] rate, [added: projected customer revenue growth rates, margins, contributory asset charges,] and [removed: terminal value;] [added: discount rate;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others (i) [added: reading the purchase agreement; (ii)] testing management’s process for [removed: determining] [added: developing] the fair [removed: value; (ii)] [added: value estimate of the amortizable customer relationships; (iii)] evaluating the appropriateness of the [removed: relief-from-royalty] [added: excess earnings] method; [removed: (iii)] [added: (iv)] testing the completeness and accuracy of the underlying data used in the [added: excess earnings] method; and [removed: (iv)] [added: (v)] evaluating the reasonableness of the significant assumptions used by management related to the [removed: royalty rate, discount] [added: customer attrition] rate, [added: projected customer revenue growth rates, margins, contributory asset charges,] and [removed: terminal value.][added: discount rate.]

Evaluating management’s significant [removed: assumption] [added: assumptions] related to [removed: the terminal value] [added: projected customer revenue growth rates and margins] involved evaluating whether the [removed: significant assumption] [added: assumptions] used by management [removed: was] [added: were] reasonable considering (i) the current and [removed: past] [added: historical] performance of the [removed: asset group comprised of Sunquest’s indefinite-lived trade name intangible asset;] [added: acquired business;] (ii) the consistency with external [removed: market and] industry [added: and market] data; and (iii) whether [removed: the assumption was] [added: these assumptions were] consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the [removed: relief-from-royalty] [added: Company’s excess earnings] method and (ii) the reasonableness of [added: significant assumptions related to] the [removed: royalty rate] [added: customer attrition rate, contributory asset charges,] and [removed: the] discount [removed: rate significant assumptions.][added: rate.]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| Cash and cash equivalents | | | $ | [removed: 351.5] [added: 792.8] | | | | | $ | [removed: 308.3] [added: 351.5] | |

| Accounts receivable, net | | | [removed: 839.4] | | | [removed: | | | 745.7] [added: $] | [added: 74.7] | |

| Inventories, net | | | [removed: 176.1] | | | [removed: | | | 165.1] [added: 47.8] | | |

| Income taxes receivable | | | [removed: 27.7] [added: 61.0] | | | | | | [removed: 21.9] [added: 16.8] | | |

| Unbilled receivables | | | [removed: 95.3] | | | [removed: | | | 72.8] [added: 158.2] | | |

| Other current assets | | | [removed: 142.5] | | | [removed: | | | 114.3] [added: 71.4] | | |

| Current assets held for sale | | | [removed: 788.6] | | | [removed: | | | 324.2] [added: $] | [added: 788.6] | |

| Total current assets | | | [removed: 2,421.1] [added: 1,932.4] | | | | | | [removed: 1,752.3] [added: 2,421.1] | | |

| Property, plant and equipment, net | | | [removed: 102.8] [added: 85.3] | | | | | | [removed: 127.3] [added: 82.7] | | |

| Other intangible assets, net | | | [removed: 6,588.5] | | | [removed: | | | 7,168.2] [added: 31.0] | | |

| Deferred taxes | | | [removed: 101.1] | | | [removed: | | | 103.2] [added: 29.5] | | |

| Other assets | | | [removed: 405.9] | | | | | | [removed: 386.2] [added: 56.2] | | |

| Assets held for sale | | | — | | | | | | [removed: 521.6] [added: 804.9] | | |

| Total assets | | | $ | [removed: 23,713.9] [added: 26,980.8] | | | | | $ | [removed: 24,024.8] [added: 23,713.9] | |

| Accounts payable | | | [removed: $] | [removed: 150.8] | | [removed: | | |] $ | [removed: 127.1] [added: 40.3] | |

*Acquisition of Frontline Technologies Parent, LLC – Valuation of Amortizable Customer Relationships*

As described in Notes 1 and 2 to the consolidated financial statements, the Company acquired Frontline Technologies Parent, LLC on October 4, 2022, for a purchase price of $3,738 million.

The acquired amortizable intangible assets include customer relationships of $1,757 million.

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

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired amortizable customer relationships and the development of the significant assumptions used by management related to the customer attrition rate, projected customer revenue growth rates, margins, contributory asset charges, and discount rate.

*Equity Investment in Indicor – Initial Fair Value Estimate*

As described in Notes 3 and 10 to the consolidated financial statements, on November 22, 2022, the Company completed the divestiture of a majority 51% stake in Indicor to Clayton, Dubilier & Rice, LLC (“CD&R”) and retained an initial 49% minority equity interest which was valued at $535 million as of the transaction close date.

The Company’s equity interest is comprised of an equity value for the initial 49% retained ownership of approximately $650 million, partially offset by approximately $115 million of anticipated dilution associated with the Company’s requirement to make quarterly payments (“Unit Adjustment”) to CD&R, either (i) in cash or (ii) in-kind through the transfer of the Company’s equity interests in Indicor to CD&R.

The fair value of the investment reflects management’s estimate of assumptions that market participants would use in pricing the equity interest, which requires significant judgments to be made by management.

The valuation is based on the implied equity value associated with the sale price of the 51% equity interest in Indicor to CD&R for approximately $829 million, inclusive of the Unit Adjustment received by CD&R.

As disclosed by management, the Company intends to make these quarterly payments in-kind and valued the Unit Adjustment at approximately $115 million based on an expected investment horizon of 5 years.

In the

event of a sale of Indicor, CD&R would be entitled to a liquidation preference equal to its initial investment of approximately $829 million, plus any Unit Adjustment paid in kind.

Management’s valuation assumes the expected exit of the Indicor investment is an initial public offering which is not subject to the liquidation preference.

The principal considerations for our determination that performing procedures relating to the initial fair value estimate of the equity investment in Indicor is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the equity investment; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s valuation method and significant assumptions related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s initial fair value estimate of the equity investment in Indicor, including controls over management’s valuation method and development of the significant assumptions used by management related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment.

These procedures also included, among others (i) reading the legal agreements related to the divestiture transaction and confirming certain information with Indicor; (ii) testing management’s process for developing the fair value estimate of the equity investment in Indicor; (iii) evaluating the appropriateness of the valuation method; (iv) testing the completeness and accuracy of the underlying data used by management; and (v) evaluating the reasonableness of the significant assumptions used by management related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment.

Evaluating management’s significant assumptions related to the implied equity value of Indicor, the intent to make required quarterly payments in-kind, the expected investment horizon, and the expected exit of the investment involved evaluating whether the assumptions used by management were reasonable considering, as applicable, (i) the third-party sale price of the 51% equity interest in Indicor; (ii) the contractual terms of the legal agreements related to the divestiture transaction; (iii) management’s ability and intent to carry out specific courses of action; (iv) the consistency with external industry and market data; and (v) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the Company’s valuation method and (ii) the reasonableness of the significant assumption related to the implied equity value of Indicor.

February 27, 2023

| | | | 2022 | | | | | | 2021 | | |

| Accounts receivable, net | | | 724.5 | | | | | | 687.6 | | |

| Inventories, net | | | 111.3 | | | | | | 69.2 | | |

| Unbilled receivables | | | 91.5 | | | | | | 81.9 | | |

| Other current assets | | | 151.3 | | | | | | 136.1 | | |

| Goodwill | | | 15,946.1 | | | | | | 13,476.3 | | |

| Equity investment | | | 535.0 | | | | | | — | | |

| Accounts payable | | | $ | 122.6 | | | | | $ | 98.3 | |

| Accrued compensation | | | 228.8 | | | | | | 261.9 | | |

| Deferred revenue | | | 1,370.7 | | | | | | 1,106.3 | | |

| Income taxes payable | | | 16.6 | | | | | | 117.3 | | |

| Deferred taxes | | | 1,676.8 | | | | | | 1,466.2 | | |

| Net revenues | | | $ | 5,371.8 | | | | | $ | 4,833.8 | | | | | $ | 4,022.4 | |

| Cost of sales | | | 1,619.0 | | | | | | 1,426.2 | | | | | | 1,194.1 | | |

| Gross profit | | | 3,752.8 | | | | | | 3,407.6 | | | | | | 2,828.3 | | |

| Income from operations | | | 1,524.5 | | | | | | 1,241.2 | | | | | | 1,082.9 | | |

| Income taxes | | | 296.4 | | | | | | 226.6 | | | | | | 187.5 | | |

| Basic | | | $ | 9.31 | | | | | $ | 7.65 | | | | | $ | 6.44 | |

| Diluted | | | $ | 9.23 | | | | | $ | 7.56 | | | | | $ | 6.37 | |

| | | | | | |

| Supplementary Data: | | | | | |

| [Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2021, 2020 and 2019](#ie68b7309b0054db1812871ddae92e386_145) | | | [65](#ie68b7309b0054db1812871ddae92e386_145) | | |

*Indefinite-Lived Trade Name Intangible Asset Quantitative Impairment Assessment - Sunquest*

As described in Notes 1 and 6 to the consolidated financial statements, the Company’s consolidated indefinite-lived intangible assets balance was $648.6 million as of December 31, 2021, which was comprised entirely of trade names.

Trade names that are determined to have indefinite useful economic lives are not amortized, but separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an event occurs that indicates the fair value is more likely than not below the carrying value.

If necessary, management conducts a quantitative review using the relief-from-royalty method.

Each royalty rate is determined based on the profitability of the trade name to which it relates and observed market royalty rates.

During the fourth quarter of 2021, management determined the use of the Sunquest trade name would be discontinued and performed a quantitative impairment assessment and recognized a non-cash impairment charge of $94.4 million.

These procedures included testing the effectiveness of controls relating to management’s Sunquest indefinite-lived trade name intangible asset quantitative impairment assessment, including controls over the valuation of Sunquest’s indefinite-lived trade name intangible asset.

February 22, 2022

ROPER TECHNOLOGIES, INC. AND SUBSIDIARIES

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

| Goodwill | | | 14,094.5 | | | | | | 13,966.0 | | |

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

| Net revenues | | | $ | 5,777.8 | | | | | $ | 4,854.2 | | | | | $ | 4,727.7 | |

| Cost of sales | | | 1,860.4 | | | | | | 1,583.4 | | | | | | 1,587.6 | | |

| Gross profit | | | 3,917.4 | | | | | | 3,270.8 | | | | | | 3,140.1 | | |

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

| Income from operations | | | 1,480.2 | | | | | | 1,273.5 | | | | | | 1,328.3 | | |

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

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

| Gain on disposal of businesses | | | — | | | | | | — | | | | | | 920.7 | | |

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

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

| Income taxes | | | 288.4 | | | | | | 225.9 | | | | | | 417.4 | | |

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

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

| Basic | | | $ | 9.33 | | | | | $ | 7.89 | | | | | $ | 15.79 | |

| Diluted | | | $ | 9.23 | | | | | $ | 7.81 | | | | | $ | 15.60 | |

| Basic | | | $ | 1.62 | | | | | $ | 1.19 | | | | | $ | 1.23 | |

| Diluted | | | $ | 1.59 | | | | | $ | 1.17 | | | | | $ | 1.22 | |

(in millions)

| Balances at December 31, 2018 | | | 103.4 | | | | | | $ | 1.1 | | | | | $ | 1,751.5 | | | | | $ | 6,247.7 | | | | | $ | (243.3) | | | | | $ | (18.5) | | | | | $ | 7,738.5 | |

| Treasury stock sold | | | — | | | | | | — | | | | | | 6.6 | | | | | | — | | | | | | — | | | | | | 0.2 | | | | | | 6.8 | | |

| Amortization of intangible assets | | | 584.4 | | | | | | 466.2 | | | | | | 365.7 | | |

| Accounts receivable | | | (100.2) | | | | | | 55.0 | | | | | | (30.7) | | |

| Unbilled receivables | | | (19.4) | | | | | | 0.2 | | | | | | 6.3 | | |

| Inventories | | | (13.9) | | | | | | 0.1 | | | | | | (14.1) | | |

| Accounts payable and accrued liabilities | | | 66.3 | | | | | | 93.1 | | | | | | (7.0) | | |

Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2021.][added: 2022.]

Our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Our management excluded the seven acquisitions completed during [removed: 2021] [added: 2022] from its assessment of internal control over financial reporting as of December 31, [removed: 2021.][added: 2022.]

These acquisitions are wholly-owned subsidiaries whose total assets (excluding goodwill and other identifiable intangibles, which are included within the scope of the assessment) represent [removed: less than] [added: approximately] 1%, and whose aggregate total revenues represent [removed: less than 1%,] [added: approximately 2%,] of the related Consolidated Financial Statement amounts as of and for the year ended December 31, [removed: 2021.][added: 2022.]

Based on this evaluation, we have concluded that our disclosure controls and procedures were effective as of December 31, [removed: 2021.][added: 2022.]

There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2021] [added: 2022] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Except as otherwise indicated, the following information required by the Instructions to Form 10-K is incorporated herein by reference from the sections of the Roper Proxy Statement for the annual meeting of shareholders [removed: (“2022] [added: (“2023] Proxy Statement”), which we anticipate filing with the SEC within 120 days after the end of the fiscal year to which this report relates, as specified below:

The information about our directors required by this *Item 10 - Directors, Executive Officers and Corporate Governance* is contained under the caption “Proposal 1 - Election of Directors” is contained in the [removed: 2022] [added: 2023] Proxy Statement.

Information regarding our audit [removed: committee, executive officers and compliance with Section 16(a) of the Exchange Act] [added: committee] is contained in the [removed: 2022] [added: 2023] Proxy Statement under the captions “Corporate Governance” and “Board Committees and Meetings.”

If applicable, information required under this Item with respect to compliance with Section 16(a) of the Exchange Act will be included in the Proxy Statement under the caption “Delinquent Section 16(a) Reports,” which information is incorporated by reference.

The information required by this *Item 11 - Executive Compensation* is contained in the [removed: 2022] [added: 2023] Proxy Statement under the captions “Compensation Discussion and Analysis,” “Executive Compensation,” “Director Compensation,” “Compensation Committee Report,” and “Compensation Committee Interlocks and Insider Participation.”

Other than as set forth below, the information required by this *Item 12 - Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters* and not otherwise set forth below is contained in the [removed: 2022] [added: 2023] Proxy Statement under the caption “Beneficial Ownership.”

The following table provides information as of December 31, [removed: 2021] [added: 2022] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

| Restricted stock awards (2) | | | [removed: 0.498] [added: 0.445] | | | | | | — | | | | | | | | |

| Stock options | | | 2.985 | | | | | | $ | 312.34 | | | | | | | |

| Subtotal | | | 3.430 | | | | | | | | | | | | 8.387 | | |

| Total | | | 3.430 | | | | | | $ | — | | | | | 8.387 | | |

| Stock options | | | 3.223 | | | | | | $ | 287.15 | | | | | | | |

| Subtotal | | | 3.721 | | | | | | | | | | | | 9.275 | | |

| Total | | | 3.721 | | | | | | $ | — | | | | | 9.275 | | |

The information required by this *Item 13 - Certain Relationships and Related Transactions, and Director Independence* is contained in the [removed: 2022] [added: 2023] Proxy Statement under the captions “Director Independence” and “Review and Approval of Related Person Transactions.”

The information required by this *Item 14 - Principal Accounting Fees and Services* is contained in the [removed: 2022] [added: 2023] Proxy Statement under the captions “Proposal [removed: 3] [added: 4] - Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, [removed: 2022,”] [added: 2023,”] and “Independent Public Accountants Fees.”

Consolidated Balance Sheets as of December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

Consolidated Statements of Earnings for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| (a)2.1 | | | | | | [Membership Interests Purchase Agreement by and Between TransCore Holdings, Inc., as Seller, and ST Engineering Urban Solutions USA Inc, as Buyer, and, solely for the purposes of certain provisions, Roper Technologies, Inc., as Seller Parent, and Singapore Technologies Engineering LTD, as [removed: Parent.](http://www.sec.gov/Archives/edgar/data/882835/000088283521000067/projectheartland-membershi.htm)] [added: Parent.*](http://www.sec.gov/Archives/edgar/data/882835/000088283521000067/projectheartland-membershi.htm)] | | |

| [removed: (b)3.1] [added: (d)3.1] | | | | | | [Restated Certificate of Incorporation as amended through April 24, 2015.](http://www.sec.gov/Archives/edgar/data/882835/000095010315003223/dp55541_ex0301.htm) | | |

| [removed: (c)3.2] [added: (e)3.2] | | | | | | [Amended and Restated By-Laws.](http://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex31.htm) | | |

| [removed: (d)4.1] [added: (f)4.1] | | | | | | [Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.](http://www.sec.gov/Archives/edgar/data/882835/000088283508000026/indenture.htm) | | |

| [removed: (e)4.2] [added: (g)4.2] | | | | | | [Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018.](http://www.sec.gov/Archives/edgar/data/882835/000119312518333512/d659878dex41.htm) | | |

| [removed: (f)4.3] [added: (h)4.3] | | | | | | [Form of Note.](http://www.sec.gov/Archives/edgar/data/882835/000119312515387542/d78767dex42.htm) | | |

| [removed: (g)4.4] [added: (i)4.4] | | | | | | [Form of 3.650% Senior Notes due 2023.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm) | | |

| [removed: 4.5] [added: (i)4.5] | | | | | | [Form of 4.200% Senior Notes due [removed: 2028 (included in Exhibit 4.4).](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] [added: 2028.](http://www.sec.gov/Archives/edgar/data/882835/000088283518000056/ex41-officerscertificateto.htm)] | | |

| [removed: (h)4.6] [added: (j)4.6] | | | | | | [Form of [removed: 3.125%] [added: 3.850%] Senior Notes due [removed: 2022.](http://www.sec.gov/Archives/edgar/data/882835/000088283512000055/ex_4-1.htm)] [added: 2025.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] | | |

| [removed: (i)4.7] [added: (k)4.7] | | | | | | [Form of [removed: 3.850%] [added: 3.800%] Senior Notes due [removed: 2025.](http://www.sec.gov/Archives/edgar/data/882835/000119312515396581/d79154dex41.htm)] [added: 2026.](http://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] | | |

| [removed: (j)4.8] [added: (l)4.8] | | | | | | [Form of [removed: 3.800%] [added: 2.350%] Senior Notes due [removed: 2026.](http://www.sec.gov/Archives/edgar/data/882835/000119312516797380/d276973dex41.htm)] [added: 2024.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] | | |

| [removed: (k)4.9] [added: (l)4.9] | | | | | | [Form of [removed: 2.350%] [added: 2.950%] Senior Notes due [removed: 2024.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] [added: 2029.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] | | |

| [removed: 4.10] [added: (m)4.10] | | | | | | [Form of [removed: 2.950%] [added: 2.000%] Senior Notes due [removed: 2029 (included in Exhibit 4.](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)[9](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)[).](http://www.sec.gov/Archives/edgar/data/882835/000119312519228796/d797461dex41.htm)] [added: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312520174903/d852216dex41.htm)] | | |

| [removed: (l)4.11] [added: (n)4.11] | | | | | | [Form of [removed: 2.000%] [added: 1.000%] Senior Notes due [removed: 2030.](https://www.sec.gov/Archives/edgar/data/882835/000119312520174903/d852216dex41.htm)] [added: 2025.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |

| [removed: (m)4.12] [added: (n)4.12] | | | | | | [Form of [removed: 0.450%] [added: 1.400%] Senior Notes due [removed: 2022.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2027.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |

| [removed: 4.13] [added: (n)4.13] | | | | | | [Form of [removed: 1.000%] [added: 1.750%] Senior Notes due [removed: 2025 (included in Exhibit 4.1](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] [added: 2031.](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)] | | |

| [removed: 4.16] [added: 4.14] | | | | | | [Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283522000012/descriptionoftheregistrant.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/882835/000088283523000016/descriptionoftheregistrant.htm)] | | |

| [removed: (n)10.1] [added: (o)10.1] | | | | | | [Employee Stock Purchase Plan, as amended and restated. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000017/ex10-1.htm) | | |

| [removed: (o)10.2] [added: 10.3] | | | | | | [Non-Qualified Retirement Plan, as [removed: amended. †](http://www.sec.gov/Archives/edgar/data/882835/000088283509000004/ex10-6.htm)] [added: amended, filed herewith. †](https://www.sec.gov/Archives/edgar/data/882835/000088283523000016/ropernqdcplanamendedandres.htm)] | | |

| [removed: (p)10.3] [added: (q)10.4] | | | | | | [Credit [removed: Agreement,] [added: Agreement] dated as of [removed: September 2, 2020] [added: July 21, 2022,] among [removed: Registrant,] [added: Roper,] the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, [removed: Wells Fargo Bank, N.A. and] Bank of America, N.A. [added: and Wells Fargo Bank, N.A.,] as syndication agents, and [removed: MUFG, Ltd.,] Mizuho Bank, Ltd., [added: MUFG Bank, Ltd.,] PNC Bank, National Association, [added: TD Bank, N.A.,] Truist Bank and [removed: TD] [added: U.S] Bank, [removed: N.A.] [added: National Association,] as [removed: co-documentation agents.](https://www.sec.gov/Archives/edgar/data/882835/000119312520238787/d89926dex101.htm)] [added: documentation agents.](http://www.sec.gov/Archives/edgar/data/882835/000119312522199694/d291205dex101.htm)] | | |

| [removed: (q)10.4] [added: (r)10.5] | | | | | | [Amended and Restated 2006 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312512194999/d335097ddef14a.htm) | | |

| [removed: (r)10.5] [added: (s)10.6] | | | | | | [Form of Restricted Stock Agreement for Employees under the 2006 Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex103.htm) | | |

| [removed: (r)10.6] [added: (s)10.7] | | | | | | [Form of Non-Statutory Stock Option Agreement under the 2006 Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312506247846/dex105.htm) | | |

| [removed: (s)10.7] [added: (t)10.8] | | | | | | [Offer letter to John K. Stipancich. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-17.htm) | | |

| [removed: (t)10.8] [added: (u)10.9] | | | | | | [Form of director and officer indemnification agreement. †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000067/a2018q3exhibit101formindem.htm) | | |

| [removed: (u)10.9] [added: (v)10.10] | | | | | | [2016 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000119312516556402/d81578ddef14a.htm) | | |

| [removed: (v)10.10] [added: (w)10.11] | | | | | | [Amendment No. 1 to the 2016 Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-20.htm) | | |

| [removed: (w)10.11] [added: (x)10.12] | | | | | | [Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. †](http://www.sec.gov/Archives/edgar/data/882835/000088283517000006/ex10-22.htm) | | |

| [removed: (x)10.12] [added: (y)10.13] | | | | | | [Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1016formstockoptionaward.htm) | | |

| [removed: (y)10.13] [added: (z)10.14] | | | | | | [Form of Restricted Stock Award Agreement, under the 2016 Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1017formtimebasedrestric.htm) | | |

| [removed: (z)10.14] [added: (aa)10.15] | | | | | | [Form of Performance Based Restricted Stock Award Agreement, under the 2016 Incentive Plan.†](http://www.sec.gov/Archives/edgar/data/882835/000088283519000010/ex1018formperformancebased.htm) | | |

| [removed: (aa)10.15] [added: (bb)10.16] | | | | | | [Offer Letter to Neil Hunn. †](http://www.sec.gov/Archives/edgar/data/882835/000088283518000011/a201710-kex1022.htm) | | |

| [removed: (bb)10.16] [added: (cc)10.17] | | | | | | [Long-Term Incentive Opportunity Agreement for Neil Hunn. †](http://www.sec.gov/Archives/edgar/data/882835/000088283519000051/a8-k112619hunnperflett.htm) | | |

| [removed: (cc)10.17] [added: (dd)10.18] | | | | | | [Retirement Agreement and General Release, dated February 1, 2019, by and between the Company and Paul Soni. †](http://www.sec.gov/Archives/edgar/data/882835/000088283519000007/soniretirementagmtandgener.htm) | | |

| [removed: (dd)10.18] [added: (ee)10.19] | | | | | | [removed: [20](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex101.htm)[21] [added: [2021] Incentive Plan. †](https://www.sec.gov/Archives/edgar/data/882835/000119312521189824/d185876dex101.htm) | | |

| (b)2.2 | | | | | | [Equity Purchase Agreement by and among RIPIC Holdco Inc., Roper International Holding, Inc., RIPIC Equity LLC CD&R Tree Delaware Holdings, L.P. AND, solely for purposes of section 6.25, Roper Technologies, Inc. dated as of May 29, 2022.*](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/projecttree-equitypurchase.htm) | | |

| (c)2.3 | | | | | | [Equity Purchase and Merger Agreement by and among the Company, Roper T2 LLC, Project Franklin Merger Sub LLC, Frontline Technologies Parent LLC, Roper Operations Company II LLC, the Blocker Sellers and the Representative, dated as of August 30, 2022.*](http://www.sec.gov/Archives/edgar/data/882835/000119312522233743/d356123dex21.htm) | | |

| (p)10.2 | | | | | | [First Amendment to Roper Technologies, Inc. Employee Stock Purchase Plan (As Amended and Restated effective July 1, 2020).†](http://www.sec.gov/Archives/edgar/data/882835/000088283522000060/firstamendmenttoropertechn.htm) | | |

| (jj)10.26 | | | | | | [Separation Agreement and Full Release dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. †](http://www.sec.gov/Archives/edgar/data/882835/000088283522000079/a101forseparationagreement.htm) | | |

| (kk)10.27 | | | | | | [Service Provider Agreement dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. †](http://www.sec.gov/Archives/edgar/data/882835/000088283522000079/a102serviceprovideragreeme.htm) | | |

| * | | | | | | The related exhibits and schedules are not being filed herewith. The Company agrees to furnish supplementally a copy of any such exhibits and schedules to the Securities and Exchange Commission upon request. | | |

| c) | | | | | | Incorporated herein by reference to Exhibit 2.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed August 30, 2022 (file no. 1-12273). | | |

| p) | | | | | | Incorporated herein by reference to Exhibit 10.2 to the Roper Technologies, Inc. Quarterly Report on Form 10-Q filed August 3, 2022 (file no. 1-12273). | | |

| q) | | | | | | Incorporated herein by reference to Exhibit 10.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed July 22, 2022 (file no. 1-12273). | | |

(2) Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2021, 2020 and 2019

| 4.14 | | | | | | [Form of 1.400% Senior Notes due 2027 (included in Exhibit 4.1](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm) | | |

| 4.15 | | | | | | [Form of 1.750% Senior Notes due 2031 (included in Exhibit 4.1](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)[2](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm)[).](https://www.sec.gov/Archives/edgar/data/882835/000119312520236871/d57270dex41.htm) | | |

| By: | | | | | | /s/ L. Neil Hunn | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| L. Neil Hunn | | | | | | (Principal Executive Officer) | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| /s/ [removed: ROBERT C. CRISCI] [added: JASON P. CONLEY] | | | | | | Executive Vice President and Chief Financial Officer | | | | | |

| [removed: Robert C. Crisci] [added: Jason P. Conley] | | | | | | (Principal Financial Officer) | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| [removed: Jason P. Conley] [added: Brandon Cross] | | | | | | (Principal Accounting Officer) | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Amy Woods Brinkley | | | | | | Chair of the Board of Directors | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Shellye L. Archambeau | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Irene M. Esteves | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Robert D. Johnson | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Thomas P. Joyce, Jr. | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Laura G. Thatcher | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Richard F. Wallman | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| Christopher Wright | | | | | | Director | | | February [removed: 22, 2022] [added: 27, 2023] | | |

| /s/ BRANDON CROSS | | | | | | Vice President and Corporate Controller | | | | | |

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

| /s/ JASON P. CONLEY | | | | | | Vice President and Chief Accounting Officer | | | | | |

| /s/ JOHN F. FORT, III | | | | | | | | | | | |

| John F. Fort, III | | | | | | Director | | | February 22, 2022 | | |