A Dark Vector Cognition product

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, 2021 and 2020

Consolidated Statements of Earnings for the Years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Comprehensive Income for the Years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Stockholders' Equity for the Years ended December 31, 2021, 2020 and 2019

Consolidated Statements of Cash Flows for the Years ended December 31, 2021, 2020 and 2019

Notes to Consolidated Financial Statements

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

(b) Exhibits

Exhibit No.Description of Exhibit
(a)2.1Membership Interests Purchase Agreement by and Between TransCore Holdings, Inc., as Seller, and ST Engineering Urban Solutions USA Inc, as Buyer, and, solely for the purposes of certain provisions, Roper Technologies, Inc., as Seller Parent, and Singapore Technologies Engineering LTD, as Parent.
(b)3.1Restated Certificate of Incorporation as amended through April 24, 2015.
(c)3.2Amended and Restated By-Laws.
(d)4.1Indenture between Registrant and Wells Fargo Bank, dated as of August 4, 2008.
(e)4.2Indenture between Registrant and Wells Fargo Bank, dated as of November 26, 2018.
(f)4.3Form of Note.
(g)4.4Form of 3.650% Senior Notes due 2023.
4.5Form of 4.200% Senior Notes due 2028 (included in Exhibit 4.4).
(h)4.6Form of 3.125% Senior Notes due 2022.
(i)4.7Form of 3.850% Senior Notes due 2025.
(j)4.8Form of 3.800% Senior Notes due 2026.
(k)4.9Form of 2.350% Senior Notes due 2024.
4.10Form of 2.950% Senior Notes due 2029 (included in Exhibit 4.9).
(l)4.11Form of 2.000% Senior Notes due 2030.
(m)4.12Form of 0.450% Senior Notes due 2022.
4.13Form of 1.000% Senior Notes due 2025 (included in Exhibit 4.12).
4.14Form of 1.400% Senior Notes due 2027 (included in Exhibit 4.12).
4.15Form of 1.750% Senior Notes due 2031 (included in Exhibit 4.12).
4.16Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith.
(n)10.1Employee Stock Purchase Plan, as amended and restated. †
(o)10.2Non-Qualified Retirement Plan, as amended. †
(p)10.3Credit 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.
(q)10.4Amended and Restated 2006 Incentive Plan. †
(r)10.5Form of Restricted Stock Agreement for Employees under the 2006 Plan. †
(r)10.6Form of Non-Statutory Stock Option Agreement under the 2006 Plan. †
(s)10.7Offer letter to John K. Stipancich. †
(t)10.8Form of director and officer indemnification agreement. †
(u)10.92016 Incentive Plan. †
(v)10.10Amendment No. 1 to the 2016 Incentive Plan.†
(w)10.11Form of Cash Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. †
(x)10.12Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive Plan.†
(y)10.13Form of Restricted Stock Award Agreement, under the 2016 Incentive Plan.†
(z)10.14Form of Performance Based Restricted Stock Award Agreement, under the 2016 Incentive Plan.†
(aa)10.15Offer Letter to Neil Hunn. †
(bb)10.16Long-Term Incentive Opportunity Agreement for Neil Hunn. †
(cc)10.17Retirement Agreement and General Release, dated February 1, 2019, by and between the Company and Paul Soni. †
(dd)10.182021 Incentive Plan. †
(ee)10.19Form of Performance Based Restricted Stock Award Agreement, under the 2021 Incentive Plan.†
(ee)10.20Form of Stock Option Agreement, under the 2021 Incentive Plan.†
(ee)10.21Form of Restricted Stock Award Agreement, under the 2021 Incentive Plan.†
(ff)10.22Roper Technologies, Inc. Director Compensation Plan. †
(gg)10.23Form of Non-Employee Director Restricted Stock Unit Award Agreement under the 2021 Incentive Plan (included in Exhibit 10.22).
(hh)10.24Form of Non-Employee Director Restricted Stock Award Agreement under the 2021 Incentive Plan (included in Exhibit 10.22).
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 Company’s Quarterly Report on Form 10-Q filed on November 4, 2021 (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 14, 2021 (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 4.1 to the Roper Technologies, Inc. Current Report on Form 8-K filed June 22, 2020 (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 September 1, 2020 (file no. 1-12273).
n)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).
o)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).
p)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).
q)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).
r)Incorporated herein by reference to Exhibits 10.3 and 10.5 to the Company’s Current Report on Form 8-K filed December 6, 2006 (file no. 1-12273).
s)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).
t)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).
u)Incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement on Schedule 14A filed April 26, 2016 (file no. 1-12273).
v)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).
w)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).
x)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).
y)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).
z)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).
aa)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).
bb)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).
cc)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).
dd)Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed June 14, 2021 (file no. 1-12273).
ee)Incorporated herein by reference to Exhibit 10.2, 10.3 and 10.4 to the Company’s Current Report on Form 8-K filed June 14, 2021 (file no. 1-12273).
ff)Incorporated herein by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 (file no. 1-12273).
gg)Incorporated herein by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 (file no. 1-12273).
hh)Incorporated herein by reference to Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed on August 5, 2021 (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