Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(a)The following documents are filed as a part of this Annual Report.
(1)Consolidated Financial Statements: The following consolidated financial statements are included in Part II, Item 8 of this report.

Consolidated Balance Sheets as of December 31, 2016 and 2015

Consolidated Statements of Earnings for the Years ended December 31, 2016 , 2015 and 2014

Consolidated Statements of Comprehensive Income for the Years ended December 31, 2016 , 2015 and 2014

Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2016 , 2015 and 2014

Consolidated Statements of Cash Flows for the Years ended December 31, 2016 , 2015 and 2014

Notes to Consolidated Financial Statements

(2)Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2016 , 2015 and 2014
(b)Exhibits
Exhibit No.Description of Exhibit
(a)2.1Agreement and Plan of Merger dated as of December 6, 2016, by and among Project Diamond Holdings Corporation, the Company, Dash I, Inc. and Thoma Bravo, LLC, as representative of the stockholders of Project Diamond Holdings Corporation and holders of outstanding options to acquire common stock of Project Diamond Holdings Corporation.
(b)3.1Restated Certificate of Incorporation as amended through April 24, 2015.
(c)3.2Amended and Restated By-Laws.
(d)4.2Indenture between Registrant and SunTrust Bank, dated as of November 28, 2003.
4.3Form of Debt Securities (included in Exhibit 4.2).
(e)4.4First Supplemental Indenture between Registrant and SunTrust Bank, dated as of December 29, 2003.
(f)4.5Second Supplemental Indenture between Registrant and SunTrust Bank, dated as of December 7, 2004.
(g)4.6Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.
(h)4.7Form of Note.
(i)4.8Form of 2.05% Senior Notes due 2018.
(j)4.9Form of 6.25% Senior Notes due 2019.
(k)4.10Form of 1.85% Senior Notes due 2017.
4.11Form of 3.125% Senior Notes due 2022 (included in Exhibit 4.10).
(l)4.12Form of 3.00% Senior Notes due 2020.
4.13Form of 3.85% Senior Notes due 2025 (included in Exhibit 4.12).
(m)4.14Form of 2.800% Senior Notes due 2021.
4.15Form of 3.800% Senior Notes due 2026 (included in Exhibit 4.14)
(n)10.01Form of Amended and Restated Indemnification Agreement. †
(o)10.02Employee Stock Purchase Plan, as amended and restated. †
(p)10.032000 Stock Incentive Plan, as amended. †
(p)10.04Non-Qualified Retirement Plan, as amended. †
(q)10.05Brian D. Jellison Employment Agreement, dated as of December 29, 2008. †
(r)10.06Credit Agreement, dated as of September 23, 2016 among Registrant, the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Wells Fargo Bank, N.A. and Bank of America, N.A. as syndication agents, and The Bank of Tokyo-Mitsubishi UFJ, Ltd. and Mizuho Bank, Ltd., PNC Bank, National Association, SunTrust Bank and TD Bank, N.A. as co-documentation agents.
(s)10.07Amendment No. 1 to Credit Agreement dated December 2, 2016, to Credit Agreement dated as of September 23, 2016 by and among Registrant, the foreign subsidiary borrowers party thereto from time to time, the lenders party thereto from time to time, JP Morgan Chase Bank, N.A., as Administrative Agent, and the other agents and parties thereto.
(t)10.08Form of Executive Officer Restricted Stock Award Agreement. †
(t)10.09Brian D. Jellison Restricted Stock Unit Award Agreement. †
(u)10.10Offer letter for John Humphrey, dated March 31, 2006. †
(v)10.11Amended and Restated 2006 Incentive Plan. †
(w)10.12Form of Restricted Stock Agreement for Non-Employee Directors. †
(w)10.13Form of Restricted Stock Agreement for Employees. †
(w)10.14Form of Non-Statutory Stock Option Agreement. †
(x)10.15David B. Liner Retirement Agreement and General Release dated November 18, 2016. †
(y)10.16Amendment to John Humphrey offer letter. †
10.17Offer letter to John K. Stipancich, filed herewith. †
(z)10.18Form of director and officer indemnification agreement. †
(aa)10.192016 Stock Incentive Plan. †
10.20Amendment No. 1 to the 2016 Stock Incentive Plan, filed herewith. †
10.21Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Stock Incentive Plan, filed herewith.†
10.22Form of Non-Statutory Stock Option Agreement, under the 2016 Stock Incentive Plan, filed herewith. †
10.23Form of Restricted Stock Award Agreement, under the 2016 Stock Incentive Plan, filed herewith. †
(bb)10.24Director Compensation Plan, under 2016 Stock Incentive Plan. †
10.25Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, under the 2016 Stock Incentive Plan (included in Exhibit 10.24). †
21.1List of Subsidiaries, filed herewith.
23.1Consent of Independent Registered Public Accountants, filed herewith.
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith.
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith.
32.1Section 1350 Certification of Chief Executive and Chief Financial Officers, filed herewith.
101.INSXBRL Instance Document, furnished herewith.
101.SCHXBRL Taxonomy Extension Schema Document, filed herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document, filed herewith.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document, filed herewith.
101.LABXBRL Taxonomy Extension Label Linkbase Document, filed herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document, filed herewith.
a)Incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 6, 2016 (file no. 1-12273).
b)Incorporated herein by reference to Exhibit 3.1 to the Company's Current Report on Form 8-K filed on April 24, 2015 (file no. 1-12273).
c)Incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed March 14, 2016 (file no. 1-12273).
d)Incorporated herein by reference to Exhibit 4.2 to the Company's Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed November 28, 2003 (file no. 333-110491).
e)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed January 13, 2004 (file no. 1-12273).
f)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 7, 2004 (file no. 1-12273).
g)Incorporated herein by reference to Exhibit 4.2 to the Company's Quarterly Report on Form 10-Q filed on November 7, 2008 (file no. 1-12273).
h)Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3/ASR filed November 25, 2015 (file no. 333-208200).
i)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 6, 2013 (file no. 1-12273).
j)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed September 2, 2009 (file no. 1-12273).
k)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed November 21, 2012 (file no. 1-12273).
l)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 7, 2015 (file no. 1-12273).
m)Incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 19, 2016 (file no. 1-12273).
n)Incorporated herein by reference to Exhibit 10.04 to the Company's Quarterly Report on Form 10-Q filed August 31, 1999 (file no. 1-12273).
o)Incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed November 5, 2010 (file no. 1-12273).
p)Incorporated herein by reference to Exhibit 10.06 to the Company's Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
q)Incorporated herein by reference to Exhibit 10.07 to the Company's Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
r)Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed September 23, 2016 (file no. 1-12273).
s)Incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed December 7, 2016 (file no. 1-12273).
t)Incorporated herein by reference to Exhibits 99.1 and 99.2 to the Company's Current Report on Form 8-K filed December 30, 2004 (file no. 1-12273).
u)Incorporated herein by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273).
v)Incorporated herein by reference to Appendix A to the Company's Definitive Proxy Statement on Schedule 14A filed April 30, 2012 (file no. 1-12273).
w)Incorporated herein by reference to Exhibits 10.2, 10.3 and 10.4 to the Company's Current Report on Form 8-K filed December 6, 2006 (file no. 1-12273).
x)Incorporated herein by reference to Exhibit 10.1 to the Current Report on Form 8-K filed November 23, 2016 (file no. 1-12273).
y)Incorporated herein by reference to Exhibit 10.01 to the Company's Quarterly Report on Form 10-Q filed May 7, 2009 (file no. 1-12273).
z)Incorporated herein by reference to Exhibit 10 to the Current Report on Form 8-K filed November 20, 2015 (file no. 1-12273).
aa)Incorporated by reference to Appendix B to the Company's Definitive Proxy Statement on Schedule 14A filed April 26, 2016 (file no. 1-12273).
bb)Incorporated by reference to Exhibit 10.2 to the Company's Form 10Q filed August 5, 2016 (file no. 1-12273).
†Management contract or compensatory plan or arrangement.

Item 16. FORM 10-K SUMMARY | --- | --- | --- |

None

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Roper has duly caused this Report to be signed on its behalf by the undersigned, therewith duly authorized.

ROPER TECHNOLOGIES, INC.

(Registrant)

By:/S/ BRIAN D. JELLISONFebruary 27, 2017
Brian D. Jellison, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Roper and in the capacities and on the dates indicated.

/S/ BRIAN D. JELLISONPresident, Chief Executive Officer and
Brian D. JellisonChairman of the Board of DirectorsFebruary 27, 2017
(Principal Executive Officer)
/S/ JOHN HUMPHREYExecutive Vice President, Chief Financial Officer
John Humphrey(Principal Financial Officer)February 27, 2017
/S/ PAUL J. SONIVice President and Controller
Paul J. Soni(Principal Accounting Officer)February 27, 2017
/S/ AMY WOODS BRINKLEY
Amy Woods BrinkleyDirectorFebruary 27, 2017
/S/ JOHN F. FORT, III
John F. Fort, IIIDirectorFebruary 27, 2017
/S/ ROBERT D. JOHNSON
Robert D. JohnsonDirectorFebruary 27, 2017
/S/ ROBERT E. KNOWLING
Robert E. KnowlingDirectorFebruary 27, 2017
/S/ WILBUR J. PREZZANO
Wilbur J. PrezzanoDirectorFebruary 27, 2017
/S/ LAURA G. THATCHER
Laura G. ThatcherDirectorFebruary 27, 2017
/S/ RICHARD F. WALLMAN
Richard F. WallmanDirectorFebruary 27, 2017
/S/ CHRISTOPHER WRIGHT
Christopher WrightDirectorFebruary 27, 2017

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