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

July 28, 2009

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.)
6901 PROFESSIONAL PKWY. EAST, SUITE 200, SARASOTA, FLORIDA	34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(941) 556-2601

(REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE)

(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 July 28, 2009, Roper Industries, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(a)     Financial Statements of Businesses Acquired.

Not applicable.

(b)     Pro Forma Financial Information.

Not applicable.

(c)     Shell Company Transactions.

Not applicable

(d)     Exhibits.

99.1 Press Release of the Company dated July 28, 2009.

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/ John Humphrey
	John Humphrey, Vice President and Chief Financial Officer	Date: July 28, 2009

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated July 28, 2009

EX-99.1

Exhibit 99.1

Contact Information: Investor Relations 941-556-2601 investor-relations@roperind.com Roper Industries, Inc.

Roper Industries Announces Results For 2009 Second Quarter

Sequential Improvement in Orders, Operating Margin and Diluted Earnings Per Share;

Record Q2 Operating Cash Flow; Raising Full-Year Operating Cash Flow Guidance

Sarasota, Florida, July 28, 2009 ... Roper Industries, Inc.  (NYSE: ROP) reported financial results for the second quarter ended June 30, 2009.

Net earnings for the second quarter were $60 million, or $0.64 per diluted share.  Orders increased 4% over the first quarter, and second quarter sales were $505 million, flat to the first quarter and a 15% decrease compared to the same period in 2008.  Operating margin was 19.0%, an increase of 180 basis points from the first quarter.  Excluding restructuring costs, adjusted operating margin was 19.8% compared to 17.9% in the first quarter.  Operating cash flow was $110 million, an increase of 15% from the prior year and a second quarter record for the Company.  Results for the quarter include a charge of $0.03 per share for restructuring expenses and a gain of $0.03 per share from the sale of certain assets of the Company’s satellite communications business.

“During the second quarter we fulfilled our commitment to execute efficiently in this challenging environment,” said Brian Jellison, Roper’s Chairman, President and CEO.  “We are pleased with the performance of our businesses, particularly the improvements in gross margin, operating margin and cash generation.  Our asset-light business model continues to pay dividends, with record operating cash flow for the quarter resulting from strong earnings, high margins and continued working capital improvements.”

Sales in the RF Technology segment increased 7% compared to the same period in 2008, while sales in the remaining segments declined from the prior year due to the continuing effects of the economic environment.  Decremental margin (change in operating profit divided by change in sales), excluding the RF segment was 30% in the quarter, including the cost of restructuring, and 27% excluding restructuring costs.  “Our decremental margin performance was an improvement over our strong first quarter performance, and benefited from completed restructuring actions,” said Mr. Jellison.

Free cash flow (operating cash flow less capital expenditures) reached 173% of net income in the quarter and is 134% of net income year-to-date.  The Company ended the quarter with over $750 million in cash and available liquidity. “With the acquisition environment improving, we expect our liquidity position will serve us well as we pursue disciplined investments,” Mr. Jellison concluded.

Outlook and Guidance

Roper is increasing its full year operating cash flow guidance from $325 million to $350 million.  The Company expects full-year earnings per diluted share between $2.60 and $2.72, excluding the impact of restructuring costs and future acquisitions.

Table 1:  Sequential Income Statement (Millions)

	Q2 2009	Q1 2009
Net Sales	505	505
Cost of Sales	250	254
Gross Profit	255	251
Selling, General & Administrative Expenses	159	164
Operating Profit	96	87

Table 2:  Operating Margin (Millions)

		Q2 2009	Q1 2009
(1)	Operating Income	$96.0	$86.8
	Restructuring Costs, All Segments	3.9	3.8
(2)	Adjusted Operating Income	99.9	90.6
(3)	Revenue	505	505
	Operating Margin (1)/(3)	19.0%	17.2%
	Adjusted Operating Margin (2)/(3)	19.8%	17.9%

Table 3:  Sales Growth

	Q2 2009
Organic Growth	(16)%
Acquisitions / Divestitures	4%
Foreign Currency (FX)	(3%)
Total Sales Growth	(15%)

Table 4:  Decremental Margin (Millions)

		As Reported	Excluding Restructuring
(1)	Change in Segment Operating Profit, Excluding RF	(30.4)	(30.4)
	Restructuring Costs, Excluding RF		3.3
(2)	Adjusted Change in Segment Operating Profit, Excluding RF		(27.1)
(3)	Change in Revenue, Excluding RF	(101)	(101)
	Decremental Margin (1)/(3)	30%
	Adjusted Decremental Margin (2)/(3)		27%

Conference Call to be Held at 10:00 AM (ET) July 28, 2009

A conference call to discuss these results has been scheduled for 10:00 AM ET on Tuesday, July 28, 2009.  The call can be accessed via webcast or by dialing +1 888-352-6806 (US/Canada) or +1 719-325-2206, using confirmation code 4258775.  Webcast information and conference call materials will be made available in the Investors 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 +1 888-203-1112 (US/Canada) or +1 719-457-0820 and using the access code 4258775.

About Roper Industries

Roper Industries is a diversified growth company and is a component of the Fortune 1000, S&P MidCap 400 and the Russell 1000 Indexes. 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, general economic conditions, 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 with 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)

	June 30,			December 31,
	2009			2008
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	220,826		$	178,069
Accounts receivable		325,922			376,855
Inventories		177,360			185,919
Deferred taxes		27,309			29,390
Unbilled Receivables		56,915			61,168
Other current assets		57,105			26,906
Total current assets		865,437			858,307
PROPERTY, PLANT AND EQUIPMENT, NET		106,588			112,463
OTHER ASSETS:
Goodwill		2,134,121			2,118,852
Other intangible assets, net		774,682			804,020
Deferred taxes		28,149			28,050
Other assets		50,673			49,846
Total other assets		2,987,625			3,000,768
TOTAL ASSETS	$	3,959,650		$	3,971,538
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	98,645		$	121,807
Accrued liabilities		225,988			261,682
Income taxes payable		-			1,892
Deferred taxes		880			-
Current portion of long-term debt		148,745			233,526
Total current liabilities		474,258			618,907
NONCURRENT LIABILITIES:
Long-term debt		1,014,487			1,033,689
Deferred taxes		280,485			272,182
Other liabilities		45,182			42,826
Total liabilities		1,814,412			1,967,604
STOCKHOLDERS' EQUITY:
Common stock		928			919
Additional paid-in capital		835,475			815,736
Retained earnings		1,283,652			1,187,467
Accumulated other comprehensive earnings		46,673			21,513
Treasury stock		(21,490	)		(21,701	)
Total stockholders' equity		2,145,238			2,003,934
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	3,959,650		$	3,971,538

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

(Amounts in thousands, except per share data)

	Three months ended					Six months ended
	June 30,					June 30,
	2009		2008 (1)			2009		2008 (1)
Net sales	$	504,910	$	594,414		$	1,010,354	$	1,137,409
Cost of sales		249,840		289,084			504,148		555,689
Gross profit		255,070		305,330			506,206		581,720
Selling, general and administrative expenses		159,106		178,789			323,450		346,913
Income from operations		95,964		126,541			182,756		234,807
Interest expense		13,762		12,055			27,271		26,019
Other income/(expense)		3,168		(636	)		2,812		1,141
Earnings from continuing operations before
income taxes		85,370		113,850			158,297		209,929
Income taxes		25,782		39,327			47,150		72,955
Net Earnings	$	59,588	$	74,523		$	111,147	$	136,974
Earnings per share:
Basic	$	0.66	$	0.83		$	1.23	$	1.53
Diluted	$	0.64	$	0.79		$	1.20	$	1.46
Weighted average common and common
equivalent shares outstanding:
Basic		90,562		89,476			90,348		89,256
Diluted		92,712		94,398			92,508		93,918

(1) - 2008 results have been restated due to the adoption of FSP APB 14-1 which increased interest expense resulting from the amortization of the equity component of our convertible notes.  See the Company's 8-K filed on May 15, 2009 for additional information.

Roper Industries, Inc. and Subsidiaries

Selected Segment Financial Data (unaudited)

(Amounts in thousands and percents of net sales)

	Three months ended June 30,										Six months ended June 30,
	2009					2008					2009					2008
	Amount		%			Amount		%			Amount		%			Amount		%
Net sales:
Industrial Technology	$	136,551				$	183,247				$	267,192				$	356,864
Energy Systems & Controls		105,398					144,716					212,009					273,103
Scientific & Industrial Imaging		75,860					91,153					159,980					187,596
RF Technology		187,101					175,298					371,173					319,846
Total	$	504,910				$	594,414				$	1,010,354				$	1,137,409
Gross profit:
Industrial Technology	$	65,732		48.1	%	$	86,837		47.4	%	$	128,441		48.1	%	$	171,504		48.1	%
Energy Systems & Controls		56,296		53.4	%		79,874		55.2	%		111,659		52.7	%		148,548		54.4	%
Scientific & Industrial Imaging		42,466		56.0	%		49,090		53.9	%		88,216		55.1	%		102,678		54.7	%
RF Technology		90,576		48.4	%		89,529		51.1	%		177,890		47.9	%		158,990		49.7	%
Total	$	255,070		50.5	%	$	305,330		51.4	%	$	506,206		50.1	%	$	581,720		51.1	%
Operating profit*:
Industrial Technology	$	32,484		23.8	%	$	47,591		26.0	%	$	61,067		22.9	%	$	92,860		26.0	%
Energy Systems & Controls		23,193		22.0	%		35,577		24.6	%		40,712		19.2	%		63,818		23.4	%
Scientific & Industrial Imaging		12,401		16.3	%		15,330		16.8	%		28,482		17.8	%		35,345		18.8	%
RF Technology		39,423		21.1	%		41,682		23.8	%		76,806		20.7	%		69,711		21.8	%
Total	$	107,501		21.3	%	$	140,180		23.6	%	$	207,067		20.5	%	$	261,734		23.0	%
Operating profit excluding restructuring*:
Industrial Technology	$	34,060		24.9	%	$	47,591		26.0	%	$	64,437		24.1	%	$	92,860		26.0	%
Energy Systems & Controls		24,325		23.1	%		35,577		24.6	%		43,236		20.4	%		63,818		23.4	%
Scientific & Industrial Imaging		12,968		17.1	%		15,330		16.8	%		29,602		18.5	%		35,345		18.8	%
RF Technology		40,084		21.4	%		41,682		23.8	%		77,566		20.9	%		69,711		21.8	%
Total	$	111,437		22.1	%	$	140,180		23.6	%	$	214,841		21.3	%	$	261,734		23.0	%
Net Orders:
Industrial Technology	$	125,880				$	165,873				$	265,273				$	350,884
Energy Systems & Controls		96,144					139,247					193,958					267,583
Scientific & Industrial Imaging		74,505					88,973					151,104					186,673
RF Technology		192,225					212,394					350,008					359,350
Total	$	488,754				$	606,487				$	960,343				$	1,164,490

  *  Operating profit is before unallocated corporate general and administrative expenses.  These expenses

       were $11,537 and $13,639 for the three months ended June 30, 2009 and 2008, respectively and

       $24,311 and $26,927 for the six months ended June 30, 2009 and 2008, respectively.

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)

	Six months ended
	June 30,
	2009			2008
Net earnings	$	111,147		$	136,974
Depreciation		17,520			16,190
Amortization		34,308			32,582
Other, net		(2,113	)		(18,450	)
Cash provided by operating activities		160,862			167,296
Business acquisitions, net of cash acquired		(1,248	)		(399,708	)
Capital expenditures		(12,359	)		(14,336	)
Other, net		8,014			(2,271	)
Cash used by investing activities		(5,593	)		(416,315	)
Debt borrowings (payments), net		(105,104	)		84,875
Dividends		(14,850	)		(12,907	)
Other, net		2,102			11,755
Cash provided by (used by) financing activities		(117,852	)		83,723
Effect of exchange rate changes on cash		5,340			2,714
Net increase (decrease) in cash and equivalents		42,757			(162,582	)
Cash and equivalents, beginning of period		178,069			308,768
Cash and equivalents, end of period	$	220,826		$	146,186