Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

18K characters. Original on sec.gov · Markdown

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, 2020 and 2019

Consolidated Statements of Earnings for the Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Comprehensive Income for the Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2020, 2019 and 2018

Consolidated Statements of Cash Flows for the Years ended December 31, 2020, 2019 and 2018

Notes to Consolidated Financial Statements

(2) Consolidated Valuation and Qualifying Accounts for the Years ended December 31, 2020, 2019 and 2018

(b) Exhibits

Exhibit No.Description of Exhibit
(a)2.1Agreement 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)2.2Agreement and Plan of Merger by and among Roper Technologies, Inc., Project V Merger Sub Inc. and Project Viking Holdings, Inc., dated August 12, 2020.
(c)3.1Restated Certificate of Incorporation as amended through April 24, 2015.
(d)3.2Amended and Restated By-Laws.
(e)4.1Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.
(f)4.2Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018.
(g)4.3Form of Note.
(h)4.4Form of 3.650% Senior Notes due 2023.
4.5Form of 4.200% Senior Notes due 2028 (included in Exhibit 4.4).
(i)4.6Form of 3.125% Senior Notes due 2022.
(j)4.7Form of 3.850% Senior Notes due 2025.
(k)4.8Form of 2.800% Senior Notes due 2021.
4.9Form of 3.800% Senior Notes due 2026 (included in Exhibit 4.8).
(l)4.10Form of 2.350% Senior Notes due 2024.
4.11Form of 2.950% Senior Notes due 2029 (included in Exhibit 4.10).
(m)4.12Form of 2.000% Senior Notes due 2030.
(n)4.13Form of 0.450% Senior Notes due 2022.
4.14Form of 1.000% Senior Notes due 2025 (included in Exhibit 4.13).
4.15Form of 1.400% Senior Notes due 2027 (included in Exhibit 4.13).
4.16Form of 1.750% Senior Notes due 2031 (included in Exhibit 4.13).
(o)4.17Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934.
(p)10.1Form of Amended and Restated Indemnification Agreement. †
(q)10.2Employee Stock Purchase Plan, as amended and restated. †
(r)10.3Non-Qualified Retirement Plan, as amended. †
(s)10.4Credit Agreement, dated as of September 2, 2020 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 MUFG, Ltd., Mizuho Bank, Ltd., PNC Bank, National Association, Truist Bank and TD Bank, N.A. as co-documentation agents.
(t)10.5Amended and Restated 2006 Incentive Plan. †
(u)10.6Form of Restricted Stock Agreement for Non-Employee Directors. †
(u)10.7Form of Restricted Stock Agreement for Employees. †
(u)10.8Form of Non-Statutory Stock Option Agreement. †
(v)10.9Offer letter to John K. Stipancich. †
(w)10.10Form of director and officer indemnification agreement. †
(x)10.112016 Incentive Plan. †
(y)10.12Amendment No. 1 to the 2016 Incentive Plan.†
(z)10.13Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. †
(aa)10.14Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive Plan.†
(bb)10.15Form of Restricted Stock Award Agreement, under the 2016 Incentive Plan.†
(cc)10.16Form of Performance Based Restricted Stock Award Agreement, under the 2016 Incentive Plan.†
(dd)10.17Director Compensation Plan, under 2016 Incentive Plan. †
10.18Form of Restricted Stock Unit Award Agreement for Non-Employee Directors, under the 2016 Incentive Plan (included in Exhibit 10.17).
(ee)10.19First Amendment to the Roper Technologies, Inc. Director Compensation Plan.
(ff)10.20Second Amendment to the Roper Technologies, Inc. Director Compensation Plan.
(gg)10.21Third Amendment to the Roper Technologies, Inc. Director Compensation Plan.
(hh)10.22Offer Letter to Neil Hunn. †
(ii)10.23Long-Term Incentive Opportunity Agreement for Neil Hunn. †
(jj)10.24Retirement Agreement and General Release, dated February 1, 2019, by and between the Company and Paul Soni. †
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, furnished herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document, furnished herewith.
101.LABXBRL Taxonomy Extension Label Linkbase Document, furnished herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith.
104Cover 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 2.1 to the Company’s Current Report on Form 8-K filed on August 13, 2020 (file no. 1-12273).
c)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).
d)Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 10, 2020 (file no. 1-12273).
e)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).
f)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).
g)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).
h)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).
i)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).
j)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).
k)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).
l)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).
m)Incorporated herein by reference to Exhibit 4.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed June 22, 2020 (file no. 1-12273).
n)Incorporated herein by reference to Exhibit 4.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed September 1, 2020 (file no. 1-12273).
o)Incorporated herein by reference to Exhibit 4.17 to the Company’s Annual Report on Form 10-K filed February 28, 2020 (file no. 1-12273).
p)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).
q)Incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2020. (file no. 1-12273).
r)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).
s)Incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed September 3, 2020 (file no. 1-12273).
t)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).
u)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).
v)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).
w)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).
x)Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed April 26, 2016 (file no. 1-12273).
y)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).
z)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).
aa)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).
bb)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).
cc)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).
dd)Incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed August 5, 2016 (file no. 1-12273).
ee)Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed May 4, 2018 (file no. 1-12273).
ff)Incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed August 2, 2019 (file no. 1-12273).
gg)Incorporated herein by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed April 24, 2020 (file no. 1-12273).
hh)Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed on February 23, 2018 (file no. 1-12273).
ii)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).
jj)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.

Previous: Item 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES · Next: Item 16. FORM 10-K SUMMARY