This Annual Report on Form 10-K (“Annual Report”) includes and incorporates by reference “forward-looking statements” within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission (“SEC”) or in connection with oral statements made to the press, potential investors or others. All statements that are not historical facts are “forward-looking statements.” Forward-looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those expressed or impliedcontained in any forward-looking statement. 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 thatwhich 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.assess.

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 growth and our expectations regarding growth through acquisitions and the ability to complete the announced divestiture of our TransCore business, including obtaining any required regulatory approvals with respect thereto.acquisitions. Important assumptions relating to the forward-looking statements include, among others, demand for our products, the cost, timing and success of product upgrades and new product introductions, raw material costs, expected pricing levels, expected outcomes of pending litigation, competitive conditions and general economic conditions. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include but are not limited to:

You should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of these statements in light of new information or future events.

We pursue consistent and sustainable growth in revenue, earnings and cash flow by emphasizingenabling continuous improvement in the operating performance of our existing businesses and by acquiring other businesses that offer high value-added software, services, engineeredtechnology-enabled products and solutions that we believe are capable of achieving growth and maintaining high margins. We compete in many 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 nearly $8.6 billionapproximately $10,500 of capital toward acquisitions, including approximately $5.4 billion$3,750 in 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. Additionally, we deployed approximately $1,400 towards bolt-on acquisitions to help build on the strategic position of several of our businesses.

During 2021, Roper signedentered into definitive agreements to divest itsour TransCore, Zetec and CIVCO Radiotherapy businesses for an(“2021 Divestitures”). As of March 31, 2022, Roper had completed the 2021 Divestitures.

The aggregate of approximately $3.2 billion in cash. Roperthe 2021 Divestitures and Indicor Transaction have greatly reduced the cyclicality and asset intensity of the Company. In addition, the Company has completed the divestituresan increased mix of Zetecrecurring revenue 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.a higher margin profile. The financial results for these businessesIndicor and the 2021 Divestitures are reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within Part I relates to continuing operations. Information regarding discontinued operations is included in Note 3 of the Notes to Consolidated Financial Statements.

Following the Indicor Transaction and the realignment of our reportable segments, the day-to-day operations are reported in four segments based upon business modelsof our businesses, our organizational structure, and capital deploymentour strategy and objectives. The segments are: Application Software, Network Software & Systems, Measurement & Analytical Solutions and Process Technologies.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.

Our Application Software segment had net revenues of $2,380.6$2,639.5 for the year ended December 31, 2021,2022, representing 41.2%49.1% of our total net revenues. Below is a description of the products offered by business that comprise the Application Software segment.

Our Network Software & Systems segment had net revenues of $1,338.4$1,378.5 for the year ended December 31, 2021,2022, representing 23.2%25.7% of our total net revenues. Below is a description of the products offered by business that comprise the Network Software & Systems segment.

Our Measurement & Analytical SolutionsTechnology Enabled Products segment had net revenues of $1,559.6$1,353.8 for the year ended December 31, 2021,2022, representing 27.0%25.2% of our total net revenues. Below is a description of the products offered by business that comprise the Measurement & Analytical SolutionsTechnology Enabled Products segment.

We believe most materials and supplies we use are readily available from numerous sources and suppliers throughout the world. However, some components and sub-assemblies are currently available from only a limited number of suppliers. Wesuppliers for which we regularly investigate and identify alternative sources where possible, and wepossible. We also believe these conditions equally affect our competitors. Although supply shortages have not had a material adverse effect on our revenues, we expect tomay continue to be impacted by supply chain challenges including increased material costs, component shortages and transportation disruptions and delays, all of which could escalate in the future.delays.

Remaining performance obligations represents the transaction price of firm orders for which work has not been performed and excludes unexercised contract options. As of December 31, 20212022 and December 31, 2020,2021, the aggregate amount of the transaction price allocated to remaining performance obligations was $3,790.4$4,214.0 and $2,958.8,$3,539.1, respectively.

Backlog is equal to our remaining performance obligations expected to be recognized as revenue within the next 12 months. Backlog was $2,560.8$2,912.6 at December 31, 2021,2022, and $2,061.8$2,325.1 at December 31, 2020.2021.

Distribution and sales occur primarily through direct sales offices, manufacturers’ representatives, resellers and distributors. 

We face extensive government regulation around the world relating to the development, manufacture, marketing, sale and distribution of our products, software, services, and services.products. The following sections describe certain significant regulations to which we are subject, but these are not the only regulations to which our businesses must comply. For a description of the risks related to the regulations that our businesses are subject to, please refer to “Item 1A. Risk Factors.”

We are subject to privacy and data security laws around the world that may impose operational burdens on our businesses. In 2018, the General Data Protection Regulation (“GDPR”) became effective in the European Union (“EU”) and United Kingdom and imposed restrictions on how companies use and process personal information. In particular, legal challenges to the United States,way regulators implemented GDPR have created additional operational burdens for companies transferring personal data back and forth between the EU, U.S., and India. In the U.S., several states have adopted legislation that imposes similar (but not identical) restrictions to GDPR on companies conducting business or serving customers in those states. For example, in January 2020 the California Consumer Privacy Act (“CCPA”) became effective and required companies to make disclosures to consumers about their data collection, use, and sharing practices; allowed consumers to opt out of certain data sharing with third parties; and provided a private right of action for data breaches. Changes to the CCPA effective in 2023 have added to the processing restrictions and notifications requirements – particularly when companies engage in online advertising. Virginia, Colorado, Connecticut, and ColoradoUtah have passed similar legislation that will also become effective in 2023, as will newly enacted changes to California’s privacy laws.2023. Canada (Quebec) and China have also significantly updated their privacy laws. The compliance and other burdens on our businesses imposed by these privacy laws and regulations may be substantial as we work to comply with differing legal and implementation requirements across multiple jurisdictions.

The manufacture, sale, lease and service of medical diagnostic and surgical devices intended for commercial use are subject to extensive governmental regulation by the FDA in the U.S. and by a variety of regulatory agencies in other countries for some of our businesses. Under the Federal Food, Drug and Cosmetic Act, known as the FD&C Act, manufacturers of medical products and devices must comply with certain regulations governing the design, testing, manufacturing, packaging, servicing and

We are subject to the U.S. Foreign Corrupt Practices Act (FCPA) and anti-corruption laws, and similar laws in foreign countries, such as the UK Anti-Bribery Act. Any violation of these laws by us or our agents or distributors could create substantial liability for us, subject our officers and directors to personal liability, and cause a loss of reputation in the market. Increased business in higher risk countries could subject us and our officers and directors to increased scrutiny and increased liability. In addition, becoming familiar with and implementing the infrastructure necessary to comply with laws, rules and regulations applicable to new business activities and mitigating and protecting against corruption risks could be quite costly.

We are subject to numerous domestic and foreign regulations relating to our operations worldwide. In particular, our sales activities must comply with restrictions relating to the export of controlled technology and sales to denied or sanctioned parties contained in the U.S. Export Administration Regulations, U.S. International Traffic in Arms Regulations (ITAR), and sanctions administered by the Office of Foreign Asset Controls of the U.S. Treasury Department (OFAC). Our businesses may also be impacted by additional domestic or foreign trade regulations ensuring fair trade practices, including trade restrictions, tariffs and sanctions.

Our operations and properties are subject to laws and regulations relating to environmental protection, including those governing air emissions, water discharges, waste management and workplace safety. We use, generate and dispose of hazardous substances and waste in our operations and could be subject to material liabilities relating to the investigation and clean-up of contaminated properties and related claims. We are required to conform our operations and properties to these laws and adapt to regulatory requirements in all countries as these requirements change. In connection with our acquisitions, we may assume significant environmental liabilities, some of which we may not be aware of, or may not be quantifiable, at the time of acquisition. In addition, new laws and regulations, the discovery of previously unknown contamination or the imposition of new requirements could increase our costs or subject us to new or increased liabilities.

Generally, our products and solutions face significant competition, usually fromalthough in certain niche markets there are a limited number of competitors. We believe that we are a leader in most of our markets, and no single company competes with us over a significant number of product lines. Competitors might be large or small in size, often depending on the size of the niche market we serve. We compete primarily on product quality, performance, innovation, technology, price, applications expertise, system and service flexibility, distribution channel access and customer service capabilities.

In addition to trade secrets, including unpatented know-how and other intellectual property like software source code, we own or license the rights under numerous patents, trademarks, trade dress and copyrights relating to certain of our products and businesses. We also employ various methods, including confidentiality and non-disclosure agreements with individuals and companies we do business with, including employees, distributors, representatives, independent contractors and customers to protect our intellectual property. We believe none of our operating units are substantially dependent on any single item of intellectual property, including a trade secret, patent, trademark, trade dress, or copyright.

Roper is a diversified technology company that utilizes a decentralized operating model across our many businesses which serve a diverse set of end markets. Subject to oversight and guidance from Roper executive management, each business operates as an individual unit with its managers empowered to make day to day operating decisions, including decisions with respect to human capital management. As a result, apart from guidance with respect to: (i) compliance with regulatory requirements or corporate policies; and (ii) the implementation of compensation and benefit programs provided by corporate management, managers at individual businesses are the primary decision makers with respect to human capital management and development. Though our individual businesses are primarily responsible for these decisions, because of the importance of human capital to our enterprise, we provide guidance and share best practices on key aspects of selection, development, engagement and diversity of talent within our workforce.

As of December 31, 2021,2022, we employed approximately 19,30015,800 people worldwide on a consolidated basis, of which approximately 12,30010,500 were employed in the United StatesU.S. and approximately 7,0005,300 were outside of the United States. 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).U.S. Management believes that the Company's employee relations are favorable. 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.

A very small portion of the Company’s U.S. employees are unionized. Outside the U.S., we have some employees, particularly in Europe, that are represented by an employee representative organization, such as a union, works council or employee association.

Roper has identified and implemented other human capital priorities, including providing competitive wages and benefits, and promoting a diverse and inclusive work environment. The Company is committed to increasing diversity and fostering an inclusive work environment that supports our large global workforce and helps us innovate for our customers. We continue to focus on building a pipeline for talent to create more opportunities for workplace diversity and to support greater representation within the Company.

All reports we file electronically with the SEC, including our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and our annual proxy statements, as well as any amendments to those reports, are accessible at no cost on our website at www.ropertech.com as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. These filings are also accessible on the SEC’s website at www.sec.gov. Our Corporate Governance Guidelines; the charters of our Audit Committee, Compensation Committee, and Nominating and Governance Committee; and our Business Code of Ethics and Standards of Conduct are also available on our website. Any amendment to the Business Code of Ethics and Standards of Conduct and any waiver applicable to our directors, executive officers or senior financial officers will be posted on our website within the time period required by the SEC and the New York Stock Exchange (the “NYSE”). The information posted on our website is not incorporated into this Annual Report or any other filing made by Roper with the SEC.

Many of our products and services rely on proprietary technology; therefore we believe that the coronavirus outbreak impactsdevelopment and protection of intellectual property rights through patents, copyrights, trade secrets, trademarks, confidentiality agreements and other contractual provisions are important to the future success of our business. Despite our efforts to protect proprietary rights, unauthorized parties or competitors may copy or otherwise obtain and use our products or technology. Actions to enforce these rights may result in substantial costs and diversion of resources, and we make no assurances that any such actions will be successful.

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 suppliers. A shutdown of, or inability to access, one or more of our facilities, a power outage or a failure of one or more of our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis. Our compliance, cyber and data privacy programs, cybersecurity technology and risk management cannot eliminate all system risk. 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.

We increasingly rely on third-party data centers and cloud platforms, such as Amazon Web Services, Google Cloud Platform, and Microsoft Azure to host enterprise and customer systems. 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 condition will depend on future developments,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.

Global cybersecurity threats are highly uncertainrapidly evolving and are difficultbecoming increasingly more sophisticated and attacks to predict,networks, systems and endpoints can range from uncoordinated individual attempts 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, denial of service, introduction of malware or ransomware and other disruptive problems caused by threat actors. While we have experienced, and expect to continue to experience, these types of threats and incidents, none of them to date have been material to the duration and spread of the outbreak, its severity, the actions to contain the virus and its variants including distribution and administration of available vaccines through mandates or otherwise, and how quickly and to what extent normal economic and operating conditions can resume.Company.

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. Our customers are increasingly requiring cybersecurity protections and mandating cybersecurity standards in our products and services, and we may incur additional costs to comply with such demands. Despite these efforts, we can make no assurance that we will be able to mitigate, detect, prevent, timely and adequately respond, or 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 ultimate impactpotential consequences 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 oncybersecurity incident include financial loss, reputational damage, damage to our resultsIT systems, data loss, litigation with third parties, theft of operations and heighten manyintellectual property, fines, diminution in the value of our known risks described belowinvestment in this “Risk Factors” section.

Our level of indebtedness and the debt servicing costs associated with that indebtedness could have important effects on our operations and business strategy. For example, our indebtedness could:

Our ability to make scheduled principal payments of, to pay interest on, or to refinance our indebtedness and to satisfy our other debt obligations will depend upon our future operating performance, which may be affected by factors beyond our control. In addition, there can be no assurance that future borrowings or equity financing will be available to us on favorable terms for the payment or refinancing of our indebtedness. If we are unable to service our indebtedness, our business, financial condition and results of operations would be materially adversely affected.

Our credit facility contains covenants requiring us to achieve certain financial and operating results and maintain compliance with specified financial ratios. Our ability to meet the financial covenants or requirements in our credit facility may be affected by events beyond our control, and we may not be able to satisfy such covenants and requirements. 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. Upon the occurrence of an event of default under our credit facility, and the expiration of any grace periods, the lenders could elect to declare all amounts outstanding under the facility, together with accrued interest, to be immediately due and payable. If this were to occur, our assets may not be sufficient to fully repay the amounts due under this facility or our other indebtedness.

Our total assets reflect substantial intangible assets, primarily goodwill. At December 31, 2022, goodwill totaled $15,946.1 compared to $16,037.8 of stockholders’ equity, and represented 59% of our total assets of $26,980.8. The goodwill results from our acquisitions, representing the excess purchase price over the fair value of the net identifiable assets acquired. We assess at least annually whether there has been an impairment in foreign exchangethe value of our goodwill and indefinite lived intangible assets. If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if interest rates may harmrise or if business valuations decline, we could incur a non-cash charge to operating income. Any determination requiring the write-off of a significant portion of goodwill or unamortized intangible assets would negatively affect our results of operations, the effect of which could be material.

Divestitures pose risks and challenges that could negatively impact our business. For example, when we decide to sell or otherwise dispose of a business or assets, we may be unable to do so on satisfactory terms within our anticipated timeframe or at all, and even after reaching a definitive agreement to sell or dispose a business the sale is typically subject to satisfaction of pre-closing conditions which may not become satisfied. The consummation of any divestiture can be difficult, time-consuming and costly, and we may not be able to successfully complete identified divestitures. They may also cause diversion of management time and focus away from operating our business. In addition, divestitures or other dispositions may have other adverse financial and accounting impacts, and disputes may arise with buyers or with partners in businesses in which we own a minority interest that could be difficult or costly to resolve.

Globally, personal information collected within the European Union and United Kingdom remains subject to the 2018 General Data Protection Regulation (GDPR), which is a UK and European Union-wide legal framework that governs data collection, use, and sharing of an individual’s personal data and creates a range of consumer privacy rights. GDPR provides significant penalties for non-compliance (up to 4% of global revenue) and EU data protection authorities have already issued significant fines. 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 terrorist activity, armed conflict, directed cyber-attacks, political instability, public health crisis, such as an epidemic or pandemic, related to the COVID-19, 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. A prolonged economic slowdown or recession could reduce the demand for our products, and therefore, negatively affect our future sales and profits. Any of these events could have a significant impact on our business, financial condition or results of operations.

We are exposed to the risk that third parties to various arrangements who owe us money or goods and services, or who purchase goods and services from us, will not be able to perform their obligations or continue to place orders due to insolvency or financial distress. In addition, the global COVID-19 pandemic has created heightened risk that third parties may be unable to perform their obligations or suffer financial distress due to the global economic impact of the pandemic and the regulatory measures that have been enacted by governments to contain the spread of the virus, however, we are unable predict the impact that COVID-19 will have on any of our customers, suppliers, vendors, and other business partners, and each of their financial conditions or their ability to perform their obligations. If third parties fail to perform their obligations under arrangements with us, we may be forced to replace the underlying commitment at current or above market prices or on other terms that are less favorable to us. In such events, we may incur losses, or our results of operations, financial condition or liquidity could otherwise be adversely affected.

We have experienced significant changes to our executive leadership team in the past and may do so in the future. Leadership transitions and changes can be inherently difficult to manage and may cause uncertainty or disruption to our business or may increase the likelihood of turnover in key leadership positions. If we cannot effectively manage leadership transitions and changes, it could make it more difficult to successfully operate our business.

Unfavorable changes in the ratings that rating agencies assign to our debt may ultimately negatively impact our access to the debt capital markets and increase the costs we incur to borrow funds. 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. Additionally, our credit agreement includes an increase in interest rates if the ratings for our debt are downgraded. Further, an increase in the level of our indebtedness may increase our vulnerability to adverse general economic and industry conditions and may affect our ability to obtain additional financing.

Our corporate offices, consisting of 29,000 square feet of leased space, are located at 6901 Professional Parkway, Sarasota, Florida. As of December 31, 2021,2022, we owned approximately 0.80.3 million square feet, and leased approximately 3.72.8 million square feet. Of the total 4.53.1 million square feet, 68%76% is concentrated in the United States. We consider our facilities to be in good operating condition and adequate for their present use and believe we have sufficient capacity to meet our anticipated operating requirements.

Information pertaining to legal proceedings can be found in Note 13 to the Consolidated Financial Statements included in this Annual Report, and is incorporated by reference herein.

Our common stock trades on the NYSE under the symbol “ROP”. Based on information available to us and our transfer agent, there were approximately 200202 record holders of our common stock as of February 11, 2022.17, 2023.

The following graph compares, for the five year period ended December 31, 2021,Roper has historically compared the cumulative total stockholder return for ouron its common stock with that of the Standard and& 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.

The following graph compares, for the five year period ended December 31, 2022, the cumulative total stockholder return for our common stock, the S&P 500, the S&P 500 Industrials, and the S&P 500 IT indices. Measurement points are the last trading day of each of our fiscal years ended December 31, 2016, 2017, 2018, 2019, 2020, 2021 and 2021.2022. The graph assumes that $100$100.00 was invested on December 31, 20162017 in our common stock, the S&P 500, the S&P 500 Industrials, and the S&P 500 IndustrialsIT and assumes reinvestment of any dividends. The stock price performance on the following graph is not necessarily indicative of future stock price performance.

The information set forth in Item 12 under the heading “Securities Authorized for Issuance under Equity Compensation Plans” is incorporated herein by reference.

We pursue consistent and sustainable growth in revenue, earnings and cash flow by emphasizingenabling continuous improvement in the operating performance of our existing businesses and by acquiring other carefully selected businesses that offer high value-added software, services, engineeredtechnology-enabled products and solutions that we believe are capable of achieving growth and maintaining high margins. We compete in many niche markets and believe we are the market leader or a competitive alternative to the market leader in most of these markets.

During 2021, Roper signedentered into definitive agreements to divest itsour TransCore, Zetec and CIVCO Radiotherapy businesses.businesses (“2021 Divestitures”). As of March 31, 2022, Roper hashad completed the divestitures2021 Divestitures.

The aggregate of Zetecthe 2021 Divestitures and CIVCO Radiotherapy, in the first quarterIndicor Transaction have greatly reduced the cyclicality and asset intensity of 2022the Company. In addition, the Company has an increased mix of recurring revenue 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.a higher margin profile. The financial results for these businessesIndicor and the 2021 Divestitures are reported as discontinued operations for all periods presented. Unless otherwise noted, discussion within Management’s Discussion and Analysis of Financial Condition and Results of Operations relate to continuing operations. Information regarding discontinued operations is included in Note 3 of the Notes to Consolidated Financial Statements.

Our Consolidated Financial Statements are prepared in conformity with generally accepted accounting principles in the United States (“GAAP”). A discussion of our significant accounting policies can also be found in the Notes to Consolidated Financial Statements for the year ended December 31, 20212022 included in this Annual Report.

GAAP offers acceptable alternative methods for accounting for certain issues affecting our financial results, such as determining inventory cost, depreciating long-lived assets and recognizing revenue. We have not changed the application of acceptable accounting methods or the significant estimates affecting the application of these principles in the last three years in a manner that had a material effect on our Consolidated Financial Statements.

The preparation of financial statements in accordance with GAAP requires the use of estimates, assumptions, judgments and interpretations that can affect the reported amounts of assets, liabilities, revenues and expenses, the disclosure of contingent assets and liabilities and other supplemental disclosures.

The development of accounting estimates is the responsibility of our management. Our management discusses those areas that require significant judgments with the Audit Committee of our Board of Directors. The Audit Committee has reviewed all financial disclosures in our annual filings with the SEC. Although we believe the positions we have taken with regard to uncertainties are reasonable, others might reach different conclusions and our positions can change over time as more information becomes available. If an accounting estimate changes, its effects are accounted for prospectively or through a cumulative catch up adjustment.

Our most significant accounting uncertainties are encountered in the areas of revenue recognition, income taxes, valuation of other intangible assets, and goodwill and indefinite-lived impairment analyses.analyses, and valuation of our initial 49% equity interest in Indicor. Estimates are considered to be significant if they meet both of the following criteria: (1) the estimate requires assumptions about matters that are uncertain at the time the estimate is made, and (2) changes in the estimate are reasonably likely to have a material financial impact from period-to-period.

Income taxes can be affected by estimates of whether and within which jurisdictions future earnings will occur and if, how and when cash is repatriated to the U.S., combined with other aspects of an overall income tax strategy. Additionally, taxing jurisdictions could retroactively disagree with our tax treatment of certain items, and some historical transactions have income tax effects going forward. Accounting rules require these future effects to be evaluated using current laws, rules and regulations, each of which can change at any time and in an unpredictable manner. 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

We account for goodwill in a purchase business combination as the excess purchase price over the fair value of the net identifiable assets acquired. Goodwill, which is not amortized, is tested for impairment on an annual basis in conjunction with our annual forecast process during the fourth quarter (or an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value).

When testing goodwill for impairment, we have the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of a reporting unit is less than its carrying amount. If we elect to perform a qualitative assessment and determine that an impairment is more likely than not, we are then required to perform the quantitative impairment test; otherwise, no further analysis is required. Under the qualitative assessment, we consider various qualitative factors, including macroeconomic conditions, relevant industry and market trends, cost factors, overall financial performance, other entity-specific events and events affecting the reporting unit that could indicate a potential change in the fair value of our reporting unit or the composition of its carrying values. We also consider the specific future outlook for the reporting unit.

We also may elect not to perform the qualitative assessment and, instead, proceed directly to the quantitative impairment test. The quantitative assessment utilizes an equal weighted income approach (discounted cash flows) and market approach (consisting of a comparable company earnings multiples methodology) to estimate the fair value of a reporting unit. To determine the reasonableness of the estimated fair values, we review the assumptions to ensure that neither the income approach nor the market approach provides significantly different valuations. If the estimated fair value exceeds the carrying value, no

further work is required and no impairment loss is recognized. If the carrying value exceeds the estimated fair value, a non-cash impairment loss is recognized in the amount of that excess.

Key assumptions used in the income and market approaches are updated when the analysis is performed for each reporting unit. The assumptions that have the most significant effect on the fair value calculations are the projected revenue growth rates, future operating margins, discount rates, terminal values and earnings multiples. While we use reasonable and timely information to prepare our cash flow and discount rate assumptions, actual future cash flows or market conditions could differ significantly and could result in future non-cash impairment charges related to recorded goodwill balances.

Recently acquired reporting units generally represent a higher inherent risk of impairment, which typically decreases as the businesses are integrated into our enterprise. Negative industry or economic trends, disruptions to our business, actual results significantly below projections, unexpected significant changes or planned changes in the use of the assets, divestitures and market capitalization declines may have a negative effect on the fair value of our reporting units.

RoperAs of the annual impairment test, the Company has 3421 reporting units with individual goodwill amounts ranging from zero$17.5 to $3,245.3.$3,363.1. In 2021,2022, the Company performed its annual impairment test in the fourth quarter for all reporting units. The Company conducted its analysis qualitatively and assessed whether it was more likely than not that the respective fair value of these reporting units was less than the carrying amount. 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, 2021.2022.

Trade names that are determined to have an indefinite useful economic life 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. We first qualitatively assess whether the existence of events or circumstances leads to a determination that it is more likely than not that the estimated fair value of the indefinite-lived trade name is less than its carrying amount. If necessary, we conduct a quantitative assessment using the relief-from-royalty method, which we believe to be an acceptable methodology due to its common use by valuation specialists in determining the fair value of intangible assets. This methodology assumes that, in lieu of ownership, a third-party would be willing to pay a royalty in order to exploit the related benefits of these assets. The assumptions that have the most significant effect on the fair value calculations are the royalty rates, projected revenue growth rates, discount rates and terminal values. Each royalty rate is determined based on the profitability of the trade name to which it relates and observed market royalty rates. Revenue growth rates are determined after considering current and future economic conditions, recent sales trends, discussions with customers, planned timing of new product launches or other variables. Trade names resulting from recent acquisitions generally represent the highest risk of

During the fourth quarter of 2021, the Company determined the use of the Sunquest trade name would be discontinued given the strategic action to merge the Sunquest business into our CliniSys business, both of which are reported in our Application Software reportable segment. Considering the planned merger and updated market comparisons, the royalty rate utilized in the quantitative impairment assessment of the trade name was 0.5% as compared to a royalty rate of 3.5% used in the prior year. The royalty rate reduction was the significant assumption that resulted in a non-cash impairment charge of $94.4 recognized as a component of “Impairment of intangible assets” within the Consolidated Statements of Earnings.

The assessment of fair value for impairment purposes requires significant judgments to be made by management. Although our forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results attributable to the businesses and/or reporting units. Changes in estimates or the application of alternative assumptions could produce significantly different results.

The most significant identifiable intangible assets with definite useful economic lives recognized from our acquisitions are customer relationships. The fair value for customer relationships is determined as of the acquisition date using the excess earnings method. Under this methodology the fair value is determined based on the estimated future after-tax cash flows arising from the acquired customer relationships over their estimated lives after considering customer attrition and contributory asset charges. The assumptions that have the most significant effect on the fair value calculations are the customer attrition rates, projected customer revenue growth rates, margins, contributory asset charges and discount rates. When testing customer relationship intangible assets for potential impairment, management considers historical customer attrition rates and projected revenues and profitability related to customers that existed at acquisition. In evaluating the amortizable life for customer relationship intangible assets, management considers historical customer attrition patterns.

We evaluate whether there has been an impairment of identifiable intangible assets with definite useful economic lives, or of the remaining life of such assets, when certain indicators of impairment are present. In the event that facts and circumstances indicate that the cost or remaining period of amortization of any asset may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future gross, undiscounted cash flows associated with the asset would be compared to the asset’s carrying amount to determine if a write-down to fair value or a revision in the remaining amortization period is required.

DuringThe Company has an initial 49% minority equity interest in Indicor which provides us with the fourth quarterability 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 2021, Sunquest also recognized a non-cash impairment chargethe fair value hierarchy as valuation of $5.1 representing the unamortized balance related primarilyinvestment at future dates will reflect management’s estimate of assumptions that market participants would use in pricing the asset. Any changes to a software intangible asset that will be discontinuedthe valuation estimates or assumptions as described further in 2022. This impairment charge is included as a componentNote 10 of “Impairment of intangible assets” withinthe Notes to the Consolidated Financial Statements of Earnings.could produce significantly different results.

Percentages may not sum due to rounding.

The following table sets forth selected information for the years indicated. 

 

Net revenues for the year ended December 31, 2021 were $5,777.8$4,833.8 as compared to $4,854.2$4,022.4 for the year ended December 31, 2020, an increase of 19.0%20.2%. The components of revenue growth for the year ended December 31, 2021 were as follows:

In our Application Software segment, net revenues for the year ended December 31, 2021 were $2,380.6$2,366.7 as compared to $1,799.9$1,785.8 for the year ended December 31, 2020. The growth of 8.2%9.1% in organic revenues was broad-based across the segment led by our businesses serving the government contracting, acute healthcare and legal markets. Gross margin increased to 69.3%69.4% for the year ended December 31, 2021 as compared to 68.3%68.4% for the year ended December 31, 2020 due primarily to the acquisition of Vertafore and operating leverage on higher organic revenues. Selling, general and administrative (“SG&A”)&A expenses as a percentage of revenues in the year ended December 31, 2021 increased to 42.6%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 26.7%26.8% in the year ended December 31, 2021 as compared to 26.0%26.2% in the year ended December 31, 2020.

In our Network Software & Systems segment, net revenues were $1,338.4$1,223.8 for the year ended December 31, 2021 as compared to $1,173.7$1,069.4 for the year ended December 31, 2020. The growth of 11.2%11.3% in organic revenues was broad-based across the segment led by our network software businesses serving the spot freight match, post-acute care and construction markets. Gross margin increased to 82.2%84.1% for the year ended December 31, 2021 from 81.3%83.1% for the year ended December 31, 2020, due primarily to revenue mix.mix and operating leverage on higher organic revenues. SG&A expenses as a percentage of net revenues decreased to 43.9%45.1% in the year ended December 31, 2021, as compared to 46.0%47.3% in the year ended December 31, 2020, due primarily to operating leverage on higher organic sales. The resulting operating margin was 38.2%39.0% in the year ended December 31, 2021 as compared to 35.3%35.8% in the year ended December 31, 2020.

In our Measurement & Analytical SolutionsTechnology Enabled Products segment, net revenues were $1,559.6$1,243.3 for the year ended December 31, 2021 as compared to $1,425.6$1,167.2 the year ended December 31, 2020. The growth of 8.2%5.9% in organic revenues was broad-based led by our 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 57.4%59.2% in the year ended December 31, 2021, as compared to 59.3%61.5% in the year ended December 31, 2020, due primarily to 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 26.5%25.7% in the year ended December 31, 2021, as compared to 26.8%26.2% in

the year ended December 31, 2020, due primarily to revenue mix. The resulting operating margin was 30.9%33.4% in the year ended December 31, 2021 as compared to 32.5% in the year ended December 31, 2020.

Corporate expenses increased by $15.6$10.1 to $203.3,$189.9, or 3.5%3.9% of revenues, in 2021 as compared to $187.7,$179.8, or 3.9%4.5% of revenues, in 2020. The dollar increase was due primarily to higher compensation related expenses, partially offset by lower acquisition related expenses.

Interest expense, net, increased $15.6,$15.4, or 7.1%7.0%, for the year ended December 31, 2021 as compared to the year ended December 31, 2020. The increase was due to higher weighted average debt balances, partially offset by lower weighted average interest rates and $7.2 in interest expense for the origination fee on our bridge financing associated with the Vertafore acquisition in 2020.

Other income, net, of $24.9$24.6 for the year ended December 31, 2021 was composed primarily of a gain on sale of minority investment of $27.1. Other expense, net of $3.6$3.1 for the year ended December 31, 2020, was composed primarily of foreign exchange losses at our non-U.S. based subsidiaries.

Order backlog is equal to our remaining performance obligations expected to be recognized within the next 12 months as discussed in Note 1 of the Notes to Consolidated Financial Statements. Backlog increased 24.2%22.0% to $2,560.8$2,325.1 at December 31, 2021 as compared to $2,061.8$1,905.5 at December 31, 2020, with the increase driven primarily by organic growth.

Selected cash flows for the years ended December 31, 2022, 2021 and 2020 are as follows. A detailed discussion of fiscal 2020 year-over-year changes can be found in Item 7. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2020.

Operating activities - The growthdecrease in cash provided by operating activities from continuing operations in 2022 as compared to 2021 was due primarily to (i) the non-recurrence of $953.8 of cash taxes paid in connection with the 2021 Divestitures and the Indicor Transaction, (ii) $97.8 of higher cash taxes associated with changes to Internal Revenue Code Section 174 and (iii) less cash provided by working capital. These cash outflows were partially offset by higher net income from continuing operations net of non-cash expenses.

The increase in cash provided by operating activities from continuing operations in 2021 as compared to 2020 was due primarily due to higher net income net of non-cash expenses and the non-recurrence of $201.9 of cash taxes paid on the disposal of Gatan in 2020. These increases were partially offset by lower cash provided by working capital as compared to the prior year.2020.

Investing activities - Cash used in investing activities from continuing operations during 2022 was primarily for business acquisitions, most notably Frontline Education, viDesktop and MGA Systems. Cash used in investing activities from continuing operations during 2021 was primarily for business acquisitions partially offset by proceeds from the sale of CIVCO Radiotherapy.a minority investment. Cash used in investing activities from continuing operations during 2020 was primarily for business acquisitions, most notably Vertafore and EPSi.

Financing activities - Cash used in financing activities from continuing operations during 2022 was primarily due to repayments of $800.0 for our senior notes, net repayments of $470.0 on our unsecured credit facility and dividend payments. Cash used in financing activities from continuing operations during 2021 was primarily due to net repayments of $1,150.0 on our unsecured credit facility, $500.0 of repayments for our senior notes and dividend payments. Cash provided by financing activities from continuing operations during 2020 was primarily from the issuance of $3,300.0 of senior notes and $1,620.0 of net borrowings on the revolver, partially offset by $600.0 of repayments for senior notes and to a lesser extent dividend payments.

Net working capital (total current assets, excluding cash and current assets held for sale, less total current liabilities, excluding debt and current liabilities held for sale) was negative $882.5$1,053.7 at December 31, 2022 compared to negative $990.9 at December 31, 2021, compared to negative $704.4 at December 31, 2020, due primarily to increased balances of deferred revenue, and income taxes payable partially offset by increased accounts receivable.movements in income tax-related balances and greater inventory build associated with mitigating supply chain challenges. Consistent negative net working capital demonstrates Roper’s focus on asset-light business models.

Total debt excluding unamortized debt issuance costs was $6,700.3 at December 31, 2022 (29.5% of total capital) compared to $7,970.3 at December 31, 2021 (40.8% of total capital) compared to $9,620.5 at December 31, 2020 (47.9% of total capital). Our total debt decreased at December 31, 20212022 compared to December 31, 2020,2021, due primarily to $1,150.0repayments of revolving debt$800.0 for our senior notes and net repayments and the redemption of $500.0 of outstanding 2.80% senior$470.0 on our unsecured notes.credit facility.

On September 2, 2020,July 21, 2022, the Company entered into a three-yearnew five-year unsecured credit facility with(the “Credit Agreement”) among Roper, the financial institutions from time to time party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A. and Bank of America, N.A., as syndication agents, and MUFGMizuho Bank, Ltd., MizuhoMUFG Bank, Ltd., PNC Bank, National Association, Truist Bank and TD Bank, N.A., Truist Bank and U.S Bank, National Association, as co-documentationdocumentation agents, which replaced its previous $2,500.0the existing $3,000.0 unsecured credit facility, dated as of September 23, 2016,2, 2020, as amended. The new facility comprises a three-year $3,000.0five-year $3,500.0 revolving credit facility, which includes availability of up to $150.0 for letters of credit. Loans under the facility will be available in dollars, and letters of credit will be available in dollars and other currencies to be agreed. The Company may also, subject to compliance with specified conditions, request additional term loans or revolving credit commitments in an aggregate amount not to exceed $500.0.

The Credit Agreement requires the Company to maintain a Total Debt to Total Capital Ratio (as defined in the Credit Agreement) of 0.65 to 1.00 or less. Borrowings under the Credit Agreement are prepayable at Roper’s option at any time in whole or in part without premium or penalty.

At December 31, 2021,2022, we had $7,500.0$6,700.0 of senior unsecured notes and $470.0 ofno outstanding revolver borrowings. We had $84.9$19.0 of outstanding letters of credit at December 31, 2021,2022, of which $28.2$18.3 was covered by our lending group, thereby reducing our revolving credit capacity commensurately.

We may redeem some or all of our senior unsecured notes at any time or from time to time, at 100% of their principal amount, plus a make-whole premium based on a spread to U.S. Treasury securities.

See Note 9 of the Notes to Consolidated Financial Statements included in this Annual Report for additional information regarding our credit facility and senior notes.

Cash and cash equivalents at our foreign subsidiaries at December 31, 20212022 totaled $310.8$234.0 as compared to $259.1$310.8 at December 31, 2020, an increase2021, a decrease of 20.0%24.7%. The increasedecrease was due primarily due to repatriation of $285.6 and cash divested in connection with the Indicor Transaction partially offset by cash generated from foreign operations, partially offset by the repatriation of $329.3 during the year.operations. We intend to repatriate substantially all historical and future earnings.

Capital expenditures of $32.9, $28.3$40.1, $28.5 and $43.0$24.7 were incurred during 2022, 2021 2020 and 2019,2020, respectively. Capitalized software expenditures of $30.2, $29.7 $17.7 and $10.2$17.7 were incurred during 2022, 2021 2020 and 2019,2020, respectively. Capital expenditures and capitalized software expenditures were relatively consistent in 20212022 as compared to 20202021 and 2019.2020. In the future, we expect the aggregate of capital expenditures and capitalized software expenditures as a percentage of annual net revenues to be between 1.0% and 1.5%.

The following tables quantify our contractual cash obligations and commercial commitments at December 31, 2021.2022.

We believe that internally generated cash flows and the remaining availability under our credit facility will be adequate to finance normal operating requirements. Although we maintain an active acquisition program, any future acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such acquisitions will occur and what the impact will be on our business, financial condition and results of operations. Such acquisitions may be financed by the use of existing credit lines, future cash flows from operations, future divestitures, the proceeds from the issuance of new debt or equity securities or any combination of these methods, the terms and availability of which will be subject to market and economic conditions generally.

We anticipate that our businesses will generate positive cash flows from operating activities, and that these cash flows will permit the reduction of currently outstanding debt in accordance with the repayment schedule. However, the rate at which we can reduce our debt during 20222023 (and reduce the associated interest expense) will be affected by, among other things, the financing and operating requirements of any new acquisitions, the financial performance of our existing companies and the financial markets generally. None of these factors can be predicted with certainty.

See Note 1 of the Notes to Consolidated Financial Statements included in this Annual Report for information regarding the effect of new accounting pronouncements on our Consolidated Financial Statements.

We are exposed to interest rate risks on our outstanding revolving credit borrowings, and to foreign currency exchange risks on our transactions denominated in currencies other than the U.S. dollar. We are also exposed to equity market risks pertaining to the traded price of our common stock.

At December 31, 2021,2022, we had $7,500.0$6,700.0 of fixed rate borrowings with interest rates ranging from 0.45%1.00% to 4.20%. At December 31, 2021,2022, the prevailing market rates for each of our long-term notes were between 2.6% lower andwas at least 0.7% but no more than 4.1% higher than the fixed rates on our debt instruments. Our credit facility contains a $3,000.0$3,500.0 variable-rate revolver with $470.0 ofno outstanding borrowings at December 31, 2021.2022.

Several of our businesses have transactions and balances denominated in currencies other than the U.S. dollar. Most of these transactions or balances are denominated in euros, Canadian dollars or British pounds or Danish kroner.pounds. Net revenues recognized by companies whose functional currency was not the U.S. dollar were 17%11% of our total revenues in 20212022 and 77%89% of these revenues were recognized by companies with a European functional currency.currency that was either the euro, Canadian dollar or British pound. If these currency exchange rates had been 10% different throughout 20212022 compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately 1%.

The trading price of our common stock influences the valuation of stock award grants and the effects these grants have on our results of operations. The stock price also influences the computation of potentially dilutive common stock to determine diluted earnings per share. TheIn addition, the stock price also affects our employees’ perceptions of programs that involve our common stock. We believe theThe quantification of the effects of these changing prices on our future earnings and cash flows is not readily determinable.

Tampa, Florida

February 22, 202227, 2023