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, 2024 and 2023
Consolidated Statements of Earnings for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Comprehensive Income for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Stockholders’ Equity for the Years ended December 31, 2024, 2023, and 2022
Consolidated Statements of Cash Flows for the Years ended December 31, 2024, 2023, and 2022
Notes to Consolidated Financial Statements
(b) Exhibits
| Exhibit No. | Description of Exhibit | |||||||
| (a)2.1 | Equity Purchase Agreement by and among RIPIC Holdco Inc., Roper International Holding, Inc., RIPIC Equity LLC, CD&R Tree Delaware Holdings, L.P. AND, solely for purposes of section 6.25, Roper Technologies, Inc. dated as of May 29, 2022.* | |||||||
| (b)3.1 | Amended and Restated Certificate of Incorporation effective as of June 13, 2023. | |||||||
| (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)4.3 | Form of Note. | |||||||
| (g)4.4 | Form of 4.200% Senior Notes due 2028. | |||||||
| (h)4.5 | Form of 3.850% Senior Notes due 2025. | |||||||
| (i)4.6 | Form of 3.800% Senior Notes due 2026. | |||||||
| (j)4.7 | Form of 2.950% Senior Notes due 2029. | |||||||
| (k)4.8 | Form of 2.000% Senior Notes due 2030. | |||||||
| (l)4.9 | Form of 1.000% Senior Notes due 2025. | |||||||
| (l)4.10 | Form of 1.400% Senior Notes due 2027. | |||||||
| (l)4.11 | Form of 1.750% Senior Notes due 2031. | |||||||
| (m)4.12 | Form of 4.500% Senior Notes due 2029. | |||||||
| (m)4.13 | Form of 4.750% Senior Notes due 2032. | |||||||
| (m)4.14 | Form of 4.900% Senior Notes due 2034. | |||||||
| 4.15 | Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934, filed herewith. | |||||||
| (n)10.1 | Employee Stock Purchase Plan, as Amended and Restated. † | |||||||
| (o)10.2 | Non-Qualified Retirement Plan, as Amended and Restated. † | |||||||
| (p)10.3 | Credit Agreement dated as of July 21, 2022, among Roper, the foreign subsidiary borrowers from time to time party thereto, the financial institutions party thereto, JPMorgan Chase Bank, N.A., as administrative agent, Bank of America, N.A. and Wells Fargo Bank, N.A., as syndication agents, and Mizuho Bank, Ltd., MUFG Bank, Ltd., PNC Bank, National Association, TD Bank, N.A., Truist Bank and U.S. Bank, National Association, as documentation agents. | |||||||
| (q)10.4 | Amended and Restated 2006 Incentive Plan. † | |||||||
| (r)10.5 | Form of Non-Statutory Stock Option Agreement, under the 2006 Incentive Plan. † | |||||||
| (s)10.6 | Offer Letter to John K. Stipancich. † | |||||||
| (t)10.7 | Form of director and officer Indemnification Agreement. † | |||||||
| (u)10.8 | 2016 Incentive Plan. † | |||||||
| (v)10.9 | Amendment No. 1 to the 2016 Incentive Plan. † | |||||||
| (v)10.10 | Form of Cash-Settled Restricted Stock Unit Award Agreement for Non-US Employees, under the 2016 Incentive Plan. † | |||||||
| (w)10.11 | Form of Non-Statutory Stock Option Agreement, under the 2016 Incentive Plan. † | |||||||
| (w)10.12 | Form of Time-Based Restricted Stock Award Agreement, under the 2016 Incentive Plan. † | |||||||
| (w)10.13 | Form of Performance-Based Restricted Stock Award Agreement, under the 2016 Incentive Plan. † | |||||||
| (x)10.14 | Offer Letter to Neil Hunn. † | |||||||
| (y)10.15 | Long-Term Incentive Opportunity Agreement for Neil Hunn. † | |||||||
| (z)10.16 | 2021 Incentive Plan. † | |||||||
| (z)10.17 | Form of Performance-Based Restricted Stock Award Agreement, under the 2021 Incentive Plan. † | |||||||
| (z)10.18 | Form of Non-Statutory Stock Option Agreement, under the 2021 Incentive Plan. † | |||||||
| (z)10.19 | Form of Time-Based Restricted Stock Award Agreement, under the 2021 Incentive Plan. † | |||||||
| (aa)10.20 | Form of Performance Share Unit Award Agreement, under the 2021 Incentive Plan. † | |||||||
| (bb)10.21 | Form of Time-Based Restricted Stock Unit Award Agreement, for use commencing in 2024 under the 2021 Incentive Plan. † | |||||||
| (bb)10.22 | Form of Executive Officer Performance Share Unit Award Agreement, for use commencing in 2024 under the 2021 Incentive Plan. † | |||||||
| (bb)10.23 | Form of Senior Management Performance Share Unit Award Agreement, for use commencing in 2024 under the 2021 Incentive Plan. † | |||||||
| (cc)10.24 | Roper Technologies, Inc. Director Compensation Plan. † | |||||||
| (cc)10.25 | Form of Non-Employee Director Restricted Stock Unit Award Agreement, under the 2021 Incentive Plan (included in Exhibit 10.24). † | |||||||
| (cc)10.26 | Form of Non-Employee Director Restricted Stock Award Agreement, under the 2021 Incentive Plan (included in Exhibit 10.24). † | |||||||
| (dd)10.27 | Separation Agreement and Full Release dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. † | |||||||
| (dd)10.28 | Service Provider Agreement dated December 13, 2022 by and between Roper Technologies, Inc. and Robert Crisci. † | |||||||
| 19.1 | Roper Technologies, Inc. Securities Transaction Compliance Program, filed herewith. | |||||||
| 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 the Chief Executive Officer, filed herewith. | |||||||
| 31.2 | Rule 13a-14(a)/15d-14(a) Certification of the Chief Financial Officer, filed herewith. | |||||||
| 32.1 | Section 1350 Certification of the Chief Executive and Chief Financial Officers, furnished herewith. | |||||||
| (ee)97.1 | Roper Technologies, Inc. Compensation Clawback Policy. † | |||||||
| 101.INS | Inline XBRL Instance Document, furnished herewith. | |||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document, furnished herewith. | |||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith. | |||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith. | |||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document, furnished herewith. | |||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith. | |||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). | |||||||
| † | Management contract or compensatory plan or arrangement. | |||||||
| * | The related exhibits and schedules are not being filed herewith. The Company agrees to furnish supplementally a copy of any such exhibits and schedules to the Securities and Exchange Commission upon request. | |||||||
| a) | Incorporated herein by reference to Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed August 3, 2022 (file no. 1-12273). | |||||||
| b) | Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed June 14, 2023 (file no. 1-12273). | |||||||
| c) | Incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed November 7, 2024 (file no. 1-12273). | |||||||
| d) | Incorporated herein by reference to Exhibit 4.2 to the Company’s Quarterly Report on Form 10-Q filed November 7, 2008 (file no. 1-12273). | |||||||
| e) | Incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form S-3ASR filed November 26, 2018 (file no. 333-228532). | |||||||
| f) | Incorporated herein by reference to Exhibit 4.2 to the Company’s Registration Statement on Form S-3ASR filed November 25, 2015 (file no. 333-208200). | |||||||
| g) | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 28, 2018 (file no. 1-12273). | |||||||
| h) | 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). | |||||||
| i) | 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). | |||||||
| j) | 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). | |||||||
| k) | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed June 22, 2020 (file no. 1-12273). | |||||||
| l) | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 1, 2020 (file no. 1-12273). | |||||||
| m) | Incorporated herein by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 21, 2024 (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 1, 2024 (file no. 1-12273). | |||||||
| o) | Incorporated herein by reference to Exhibit 10.3 to the Company’s Annual Report on Form 10-K filed February 27, 2023 (file no. 1-12273). | |||||||
| p) | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed July 22, 2022 (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 Exhibit 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 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 herein 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 Exhibits 10.20 and 10.21 to the Company’s Annual Report on Form 10-K filed February 27, 2017 (file no. 1-12273). | |||||||
| w) | Incorporated herein by reference to Exhibits 10.16, 10.17, and 10.18 to the Company’s Annual Report on Form 10-K filed February 25, 2019 (file no. 1-12273). | |||||||
| x) | Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 23, 2018 (file no. 1-12273). | |||||||
| y) | Incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed November 26, 2019 (file no. 1-12273). | |||||||
| z) | Incorporated herein by reference to Exhibits 10.1, 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). | |||||||
| aa) | Incorporated herein by reference to Exhibit 10.22 to the Company’s Annual Report on Form 10-K filed February 22, 2024 (file no. 1-12273). | |||||||
| bb) | Incorporated herein by reference to Exhibits 10.1, 10.2, and 10.3 to the Company’s Quarterly Report on Form 10-Q filed May 3, 2024 (file no. 1-12273). | |||||||
| cc) | Incorporated herein by reference to Exhibits 10.5, 10.6, and 10.7 to the Company’s Quarterly Report on Form 10-Q filed August 5, 2021 (file no. 1-12273). | |||||||
| dd) | Incorporated herein by reference to Exhibits 10.1 and 10.2 to the Company’s Current Report on Form 8-K/A filed December 15, 2022 (file no. 1-12273). | |||||||
| ee) | Incorporated herein by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K filed February 22, 2024 (file no. 1-12273). |
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