Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
| (a) | The following documents are filed as a part of this Annual Report. |
| (1) | Consolidated Financial Statements: The following Consolidated Financial Statements are included in Part II, Item 8 of this report. |
Consolidated Balance Sheets as of December 31, 2019 and 2018
Consolidated Statements of Earnings for the Years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Comprehensive Income for the Years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2019, 2018 and 2017
Consolidated Statements of Cash Flows for the Years ended December 31, 2019, 2018 and 2017
Notes to Consolidated Financial Statements
| (2) | Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2019, 2018 and 2017 |
| (b) | Exhibits |
| Exhibit No. | Description of Exhibit | ||
| (a)2.1 | Agreement and Plan of Merger, dated as of August 5, 2019, by and among iPipeline Holdings, Inc., Roper Technologies, Inc., Project Purpose Merger Sub, Inc. and Thoma Bravo, LLC, as representative of the stockholders and optionholders of iPipeline Holdings, Inc. | ||
| (b)3.1 | Restated Certificate of Incorporation as amended through April 24, 2015. | ||
| (c)3.2 | Amended and Restated By-Laws. | ||
| (d)4.1 | Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008. | ||
| (e)4.2 | Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018. | ||
| (f)4.7 | Form of Note. | ||
| (g)4.8 | Form of 3.650% Senior Notes due 2023. | ||
| 4.9 | Form of 4.200% Senior Notes due 2028 (included in Exhibit 4.8). | ||
| (h)4.10 | Form of 3.125% Senior Notes due 2022. | ||
| (i)4.11 | Form of 3.00% Senior Notes due 2020. | ||
| 4.12 | Form of 3.85% Senior Notes due 2025 (included in Exhibit 4.11). | ||
| (j)4.13 | Form of 2.800% Senior Notes due 2021. | ||
| 4.14 | Form of 3.800% Senior Notes due 2026 (included in Exhibit 4.13). | ||
| (k)4.15 | Form of 2.350% Senior Notes due 2024. | ||
| 4.16 | Form of 2.950% Senior Notes due 2029 (included in Exhibit 4.15). | ||
| 4.17 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith. | ||
| (l)10.01 | Form of Amended and Restated Indemnification Agreement. † | ||
| (m)10.02 | Employee Stock Purchase Plan, as amended and restated. † | ||
| (n)10.03 | Non-Qualified Retirement Plan, as amended. † | ||
| (o)10.04 | Brian D. Jellison Employment Agreement, dated as of December 29, 2008. † | ||
| (p)10.05 | Credit Agreement, dated as of September 23, 2016 among Registrant, the financial institutions from time to time 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. | ||
| (q)10.06 | Amendment 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. | ||
| (r)10.07 | Amended and Restated 2006 Incentive Plan. † | ||
| (s)10.08 | Form of Restricted Stock Agreement for Non-Employee Directors. † | ||
| (s)10.9 | Form of Restricted Stock Agreement for Employees. † | ||
| (s)10.10 | Form of Non-Statutory Stock Option Agreement. † | ||
| (t)10.11 | Offer letter to John K. Stipancich. † | ||
| (u)10.12 | Form of director and officer indemnification agreement. † | ||
| (v)10.13 | 2016 Incentive Plan. † | ||
| (w)10.14 | Amendment No. 1 to the 2016 Incentive Plan.† | ||
| (x)10.15 | Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. | ||
| (y)10.16 | Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive Plan.† | ||
| (z)10.17 | Form of Restricted Stock Award Agreement, under the 2016 Incentive Plan.† | ||
| (aa)10.18 | Form of Performance Based Restricted Stock Award Agreement, under the 2016 Incentive Plan.† | ||
| (bb)10.19 | Director Compensation Plan, under 2016 Incentive Plan. † | ||
| 10.20 | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, under the 2016 Incentive Plan (included in Exhibit 10.19). | ||
| (cc)10.21 | First Amendment to the Roper Technologies, Inc. Director Compensation Plan. | ||
| (dd)10.22 | Second Amendment to the Roper Technologies, Inc. Director Compensation Plan. | ||
| (ee)10.23 | Offer Letter to Neil Hunn. † | ||
| (ee)10.24 | Offer Letter to Robert Crisci. † | ||
| (ff)10.25 | Long-Term Incentive Opportunity Agreement for Neil Hunn. † | ||
| (gg)10.26 | Retirement Agreement and General Release, dated February 1, 2019, by and between the Company and Paul Soni. † | ||
| 21.1 | List of Subsidiaries, filed herewith. | ||
| 23.1 | Consent of Independent Registered Public Accountants, filed herewith. | ||
| 31.1 | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith. | ||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith. | ||
| 32.1 | Section 1350 Certification of Chief Executive and Chief Financial Officers, filed herewith. | ||
| 101.INS | XBRL Instance Document, furnished herewith. | ||
| 101.SCH | XBRL Taxonomy Extension Schema Document, furnished herewith. | ||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith. | ||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith. | ||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document, furnished herewith. | ||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith. | ||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | ||
| a) | Incorporated herein by reference to Exhibit 2.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed August 19, 2019 (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 3.1 to the Company’s Current Report on Form 8-K filed June 8, 2018 (file no. 1-12273). | ||
| d) | 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). | ||
| e) | Incorporated herein by reference to Exhibit 4.1 to the Registration Statement on Form S-3/ASR filed November 26, 2018 (file no. 333-228532). | ||
| f) | Incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3/ASR filed November 25, 2015 (file no. 333-208200). | ||
| g) | Incorporated herein by reference to Exhibit 4.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed August 28, 2018 (file no. 1-12273). | ||
| h) | Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed November 21, 2012 (file no. 1-12273). | ||
| i) | 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). | ||
| j) | 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). | ||
| k) | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 26, 2019 (file no. 1-12273). | ||
| l) | 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). | ||
| m) | Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed March 5, 2017. (file no. 1-12273). | ||
| n) | 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). | ||
| o) | 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). | ||
| p) | 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). | ||
| q) | 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). | ||
| r) | 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). | ||
| s) | 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). | ||
| t) | Incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). | ||
| u) | Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed November 5, 2018 (file no. 1-12273). | ||
| v) | Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed April 26, 2016 (file no. 1-12273). | ||
| w) | Incorporated herein by reference to Exhibit 10.20 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). | ||
| x) | Incorporated herein by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K filed on February 27, 2017 (file no. 1-12273). | ||
| y) | Incorporated herein by reference to Exhibit 10.16 to the Company’s Annual Report on Form 10-K filed on February 25, 2019 (file no. 1-12273). | ||
| z) | Incorporated herein by reference to Exhibit 10.17 to the Company’s Annual Report on Form 10-K filed on February 25, 2019 (file no. 1-12273). | ||
| aa) | Incorporated herein by reference to Exhibit 10.18 to the Company’s Annual Report on Form 10-K filed on February 25, 2019 (file no. 1-12273). | ||
| bb) | Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed August 5, 2016 (file no. 1-12273). | ||
| cc) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed May 4, 2018 (file no. 1-12273). | ||
| dd) | Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed August 2, 2019 (file no. 1-12273). | ||
| ee) | Incorporated herein by reference to Exhibits 10.22 and 10.23 to the Company’s Annual Report on Form 10-K filed on February 23, 2018 (file no. 1-12273). | ||
| ff) | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 25, 2019 (file no. 1-12273). | ||
| gg) | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on February 1, 2019 (file no. 1-12273). | ||
| † | Management contract or compensatory plan or arrangement. |
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