8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

February 23, 2006

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER INDUSTRIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273	51-0263969
(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)
2160 SATELLITE BLVD., SUITE 200, DULUTH, GEORGIA	30097
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(770) 495-5100

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

NOT APPLICABLE

(FORMER NAME OR ADDRESS, IF CHANGED SINCE LAST REPORT)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[    ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)                                         
[    ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)                                         
[    ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[    ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))  

Item 2.02 Results of Operations and Financial Condition.

On February 23, 2006, Roper Industries, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the year ended December 31, 2005. A copy of the press release is furnished as Exhibit 99.1.

In the press release, the Company uses a non-GAAP financial measure EBITDA. EBITDA is defined as net earnings plus (a) interest expense, (b) income taxes and (c) depreciation and amortization. The Company believes EBITDA is an important indicator of operational strength and performance of the Company’s business because it provides a link between profitability and operating cash flow. EBITDA as calculated by the Company is not necessarily comparable to similarly titled measures reported by other companies. In addition, EBITDA: (a) does not represent net income or cash flows from operations as defined by GAAP; (b) is not necessarily indicative of cash available to fund the Company’s cash flow needs; and (c) should not be considered as an alternative to net earnings, operating income, cash flows from operating activities or the Company’s other financial information determined under GAAP. The Company believes that the line on the Company’s consolidated statement of operations entitled net earnings is the most directly comparable GAAP measure to EBITDA.

Item 9.01. Financial Statements and Exhibits.

(a)     Financial Statements of Businesses Acquired.

Not applicable.

(b)     Pro Forma Financial Information.

Not applicable.

(c)     Exhibits.

99.1 Press Release of the Company dated February 23, 2006.

Signatures

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Roper Industries, Inc.
(Registrant)
BY:   /s/ Brian D. Jellison
	Brian D. Jellison, Chairman of the Board, President and Chief Executive Officer	Date: February 23, 2006

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated February 23, 2006

EX-99

Exhibit 99.1

Roper Industries, Inc.

Contact Information:
Investor Relations
+1 (770) 495-5100
investor-relations@roperind.com

FOR IMMEDIATE RELEASE

Roper Industries Announces Record Fourth Quarter and Full Year Results in 2005

Record Performance in Sales, Profit and Cash Flow;
Company Well-Positioned for 2006

Duluth, Georgia, February 23, 2006 .... Roper Industries, Inc. (NYSE: ROP) reported record sales, profitability and cash flow for the fourth quarter and full year ended December 31, 2005. Fourth quarter net sales were $393 million, operating cash flow was $105 million, net earnings were $50 million, and diluted earnings per share (DEPS) were $0.57. For the full year, net sales were $1.45 billion, operating cash flow was $281 million, net earnings were $153 million, and DEPS were $1.74. Fourth quarter and full year DEPS include $4 million of net earnings benefit from the repatriation of foreign earnings and the non-cash write-off of issuance costs related to the Company’s senior subordinated convertible notes.

“We are pleased to conclude 2005 with continued record-setting performance in the fourth quarter,” said Brian Jellison, Roper’s Chairman, President and CEO. “All of our segments reported growth, leading to a 42% net sales increase over the same quarter last year. This reflects the benefits of our recent acquisitions. Despite unfavorable currency exchange effects that reduced internal sales growth by nearly 4%, we achieved net internal sales growth of 5% or 9% before the currency impact. We leveraged our sales growth into a 170 basis point year-over-year improvement in operating margins, achieving Q4 margins of 20.6%. Our cash flow expanded substantially demonstrating the success of our focus on growth and cash returns.”

Fourth quarter operating cash flow increased 67% over the prior year comparable period and full year operating cash flow grew 71%. 2005 results include record performance in net working capital efficiency, as well as the benefits from utilizing net operating loss carryforwards from recent acquisitions. In the fourth quarter, net working capital was reduced to 13.8% of annualized quarterly sales. Fourth quarter EBITDA grew 77% to $97 million, or 24.8% of sales. The Company reported full year EBITDA of $335 million, 64% higher than the prior year.

“I am pleased that we achieved our business objectives in 2005,” said Mr. Jellison. “We successfully integrated TransCore, acquired in December 2004. We continued our internal growth and cash flow momentum throughout the year. We put our expanding cash flow to work, acquiring three high-quality growth businesses in 2005. At the same time, we made progress towards our long-term objective of achieving investment grade status, reducing our net debt-to-net capital ratio to 40.2% and improving our debt-to-EBITDA ratio to 2.7x. This positions us well as we enter 2006.”

In 2006, Roper expects full year EBITDA of at least $390 million and operating cash flow of at least $280 million. Full year DEPS are expected to be in the range of $1.95-$2.07. Consistent with recent year performance, the Company expects increasing quarterly performance throughout the year, with first quarter DEPS of $0.37-$0.40. 2006 DEPS guidance includes equity compensation expense related to the implementation of SFAS 123R. The Company’s guidance does not include benefits from future acquisitions or the potential dilutive effects resulting from the Company’s convertible notes.

Conference Call to be Held at 10:00 AM (ET) Tomorrow

A conference call to discuss these results has been scheduled for 10:00 AM ET on Friday, February 24, 2006. The call can be accessed via webcast or by dialing (800) 819-9193 (US/Canada) or +1 (913) 981-4911, using access code 3179487. Webcast information and conference call materials will be made available in the “Investor” section of Roper’s website (www.roperind.com) prior to the start of the call. Telephonic replays will be available for up to two weeks by calling +1 (719) 457-0820 and using the access code 3179487.

Table 1: EBITDA (Millions)

	Q4 2004		Q4 2005		2004		2005		2006E
Net Earnings	$	25	$	50	$	94	$	153	$	180	+
Add: Interest Expense		8		11		29		43		46	+
Add: Income Taxes		11		18		40		67		90	+
Add: Depreciation and Amortization		11		18		41		71		74	+
Rounding		--		--		--		1		--
EBITDA		55		97		204		335		390	+

Table 2: Net Debt-to-Net Capital Ratio (Millions)

	Year-End 2005
Total Debt	$	894
Less: Cash		(53	)
Equals: Net Debt		841
Add: Shareholders' Equity		1,251
Equals: Net Capital	$	2,092
Net Debt Divided by Net Capital		40.2	%

About Roper Industries

Roper Industries is a diversified industrial growth company with more than $1.4 billion of revenues. Roper provides engineered products and solutions for global niche markets, including water, energy, radio frequency and research/medical applications. Additional information about Roper Industries is available on the Company’s website at www.roperind.com.

The information provided in this press release contains forward looking statements within the meaning of the federal securities laws. These forward looking statements include, among others, statements regarding operating results, the success of our internal operating plans, and the prospects for newly acquired businesses to be integrated and contribute to future growth and profit expectations. Forward looking statements may be indicated by words or phrases such as “anticipate,” “estimate,” “plans,” “expects,” “projects,” “should,” “will,” “believes” or “intends” and similar words and phrases. These statements reflect management’s current beliefs and are not guarantees of future performance. They involve risks and uncertainties that could cause actual results to differ materially from those contained in any forward looking statement. Such risks and uncertainties include our ability to integrate our acquisitions and realize expected synergies. We also face other general risks, including our ability to realize cost savings from our operating initiatives, unfavorable changes in foreign exchange rates, difficulties associated with exports, risks associated with our international operations, difficulties in making and integrating acquisitions, risks associated with newly acquired businesses, increased product liability and insurance costs, increased warranty exposure, future competition, changes in the supply of, or price for, parts and components, environmental compliance costs and liabilities, risks and cost associated with asbestos related litigation and potential write-offs of our substantial intangible assets, and risks associated obtaining governmental approvals and maintaining regulatory compliance for new and existing products. Important risks may be discussed in current and subsequent filings with the SEC. You should not place undue reliance on any forward looking statements. These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

_________________

Roper Industries, Inc.and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in thousands)

	December 31, 2005			December 31, 2004
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	53,116		$	129,419
Accounts receivable		257,210			242,014
Inventories		131,838			132,282
Deferred taxes		19,153			20,485
Other current assets		36,898			31,960
Total current assets		498,215			556,160
PROPERTY, PLANT AND EQUIPMENT, NET		97,462			97,949
OTHER ASSETS:
Goodwill		1,353,712			1,144,035
Other intangible assets, net		501,365			487,173
Deferred taxes		13,935			34,205
Other assets		45,708			46,882
Total other assets		1,914,720			1,712,295
TOTAL ASSETS	$	2,510,397		$	2,366,404
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	71,693		$	65,801
Accrued liabilities		142,835			145,880
Income taxes payable		7,606			--
Deferred taxes		5,310			5,342
Current portion of long-term debt(1)		273,313			36,527
Total current liabilities		500,757			253,550
NONCURRENT LIABILITIES:
Long-term debt		620,958			855,364
Deferred taxes		116,036			125,984
Other liabilities		21,733			17,420
Total liabilities		1,259,484			1,252,318
STOCKHOLDERS' EQUITY:
Common stock		883			436
Additional paid-in capital		670,322			645,373
Retained earnings		549,603			415,188
Accumulated other comprehensive earnings		52,856			76,249
Treasury stock		(22,751	)		(23,160	)
Total stockholders' equity		1,250,913			1,114,086
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	2,510,397		$	2,366,404

⁽¹⁾     At the end of the Company’s third quarter ended September 30, 2005, the Company’s $230 million of senior subordinated convertible notes due in 2034 was required to be classified as current debt. This resulted from the triggering of the conversion feature of the notes due to increases in the trading price of the Company’s stock since the issuance of the notes in December 2003. As previously reported, upon conversion of the notes, if any, the Company would be required to pay cash for the accreted principal value of the notes. The Company does not expect noteholders to exercise their conversion rights within the next 12 months.

Roper Industries, Inc. and Subsidiaries
Condensed Consolidated Statements of Earnings (unaudited)
(Amounts in thousands, except per share data)

	Three months ended December 31,					Twelve months ended December 31,
	2005		2004			2005		2004
Net sales	$	393,166	$	276,549		$	1,453,731	$	969,764
Cost of sales		194,082		136,528			727,324		484,719
Gross profit		199,084		140,021			726,407		485,045
Selling, general and administrative expenses		118,217		87,819			461,508		313,743
Income from operations		80,867		52,202			264,899		171,302
Interest expense		10,623		7,781			43,394		28,847
Loss on extinguishment of debt		3,932		8,168			3,932		8,168
Other income/(expense)		1,884		(589	)		2,994		(571	)
Earnings before income taxes		68,196		35,664			220,567		133,716
Income taxes		17,788		10,878			67,392		39,864
Net Earnings	$	50,408	$	24,786		$	153,175	$	93,852
Earnings per share:(1)
Basic:	$	0.59	$	0.32		$	1.79	$	1.26
Diluted	$	0.57	$	0.32		$	1.74	$	1.24
Weighted average common and common equivalent shares outstanding:
Basic		85,851		76,524			85,498		74,440
Diluted		88,824		77,840			87,884		75,664

⁽¹⁾     Share data adjusted for effect of 2-for-1 stock split effective August 26, 2005.

Roper Industries, Inc. and Subsidiaries
Selected Segment Financial Data (unaudited)
(Amounts in thousands and percents of net sales)

	Three months ended December 31,											Twelve months ended December 31,
	2005					2004						2005					2004
	Amount		%			Amount			%			Amount		%			Amount			%
Net sales:
Instrumentation	$	68,901				$	64,144					$	232,916				$	213,722
Industrial Technology		106,602					101,857						430,037					396,671
Energy Systems & Controls		46,368					45,087						174,674					156,232
Scientific & Industrial Imaging		66,351					50,248						219,530					187,926
RF Technology		104,944					15,213						396,574					15,213
Total	$	393,166				$	276,549					$	1,453,731				$	969,764
Gross profit:
Instrumentation	$	40,582		58.9	%	$	37,634			58.7	%	$	136,161		58.5	%	$	123,443			57.8	%
Industrial Technology		47,084		44.2	%		44,693			43.9	%		189,469		44.1	%		169,064			42.6	%
Energy Systems & Controls		26,947		58.1	%		23,605			52.4	%		95,555		54.7	%		81,664			52.3	%
Scientific & Industrial Imaging		35,886		54.1	%		27,949			55.6	%		121,330		55.3	%		104,734			55.7	%
RF Technology		48,585		46.3	%		6,140			40.4	%		183,892		46.4	%		6,140			40.4	%
Total	$	199,084		50.6	%	$	140,021			50.6	%	$	726,407		50.0	%	$	485,045			50.0	%
Operating profit*:
Instrumentation	$	18,315		26.6	%	$	16,078			25.1	%	$	52,415		22.5	%	$	43,141			20.2	%
Industrial Technology		24,493		23.0	%		22,113			21.7	%		96,839		22.5	%		81,975			20.7	%
Energy Systems & Controls		14,383		31.0	%		12,340			27.4	%		44,824		25.7	%		33,807			21.6	%
Scientific & Industrial Imaging		13,304		20.1	%		9,721			19.3	%		39,448		18.0	%		32,369			17.2	%
RF Technology		18,505		17.6	%		(20	)		n/m			58,546		14.8	%		(20	)		n/m
Total	$	89,000		22.6	%	$	60,232			21.8	%	$	292,072		20.1	%	$	191,272			19.7	%
Net Orders:
Instrumentation	$	68,441				$	62,979					$	236,121				$	215,821
Industrial Technology		107,652					95,303						440,908					386,488
Energy Systems & Controls		56,774					56,888						178,393					170,459
Scientific & Industrial Imaging		68,483					48,991						230,434					182,887
RF Technology		90,520					15,213						408,825					15,213
Total	$	391,870				$	279,374					$	1,494,681				$	970,868

        * Operating profit is before unallocated corporate general and administrative expenses. Such expenses were $8,133 and $8,030 for the three months ended December 31, 2005 and 2004, respectively, and $27,173 and $19,970 for the twelve months ended December 31, 2005 and 2004, respectively.

Roper Industries, Inc.and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)

	Twelve months ended December 31,
	2005			2004
Net earnings	$	153,175		$	93,852
Depreciation		28,413			18,260
Amortization		42,906			23,127
Other, net		56,807			29,586
Cash provided by operating activities		281,301			164,825
Business acquisitions, net of cash acquired		(329,934	)		(641,147	)
Capital expenditures		(24,762	)		(12,141	)
Other, net		(1,174	)		(5,111	)
Cash used by investing activities		(355,870	)		(658,399	)
Debt borrowings, net		7,848			223,368
Issuance of common stock		--			322,783
Dividends		(18,151	)		(14,201	)
Other, net		15,686			16,422
Cash provided by financing activities		5,383			548,372
Effect of exchange rate changes on cash		(7,117	)		4,387
Net increase in cash and equivalents		(76,303	)		59,185
Cash and equivalents, beginning of period		129,419			70,234
Cash and equivalents, end of period	$	53,116		$	129,419