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

April 23, 2012

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 April 23, 2012, Roper Industries, Inc. (the “Company”) issued a press release containing information about the Company’s results of operations for the quarter ended March 31, 2012. A copy of the press release is furnished as Exhibit 99.1.

In the press release, the Company uses the non-GAAP financial measures EBITDA and Free Cash Flow.  EBITDA as shown in the press release 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 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. Free Cash Flow is defined as "Cash Provided by Operating Activities" ("Operating Cash Flow") as stated in our Consolidated Statements of Cash Flows, reduced by capital expenditures. We believe that Free Cash Flow is useful to investors as a basis for comparing our performance with other companies.  Our measure of Free Cash Flow may not be comparable to similar measures used by other companies.

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 April 23, 2012.

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: April 23, 2012

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated April 23, 2012

EX-99.1

Exhibit 99.1

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

Roper Industries Announces Record First Quarter Results

Net Earnings Increased 22% to $108 Million

Operating Cash Flow up 63% to $141 Million

Full Year Guidance Raised

Sarasota, Florida, April 23, 2012 ... Roper Industries, Inc. (NYSE: ROP) reported financial results for the first quarter ended March 31, 2012.

Net earnings for the first quarter were $108 million, a 22% increase over the first quarter of 2011.  Diluted earnings per share were $1.09 compared to $0.91 in the comparable prior year period.  Revenue increased 10% to $711 million. Orders were $729 million and represented a book-to-bill ratio of 1.03.  Operating income increased 20% to $170 million and operating margin was 24.0%, a 200 basis point increase over the prior year.

Operating cash flow increased 63% to $141 million, representing 20% of revenue.  EBITDA reached $205 million and EBITDA margin was 28.9%.  The revenue, orders, net earnings, EBITDA and cash flow performance were all records for any first quarter in Roper’s history.

“Our businesses performed exceptionally well in the quarter, as strong operating leverage led to double-digit operating profit growth in all four segments,” said Brian Jellison, Roper’s Chairman, President and CEO.  “Our asset-light business model and outstanding execution across the businesses resulted in exceptional free cash flow of $131 million, up 69% from the prior year.  Gross margin reached 55.0%, reflecting growth in our medical and software platforms and our enterprise-wide focus on technology and application engineering expertise.”

“We are off to a strong start in 2012 with 8% organic revenue growth in the first quarter,” Mr. Jellison continued.  “Our balance sheet and financial capacity are in the best shape in our history, and we are excited about the prospects for the remainder of the year.”

2012 Outlook and Guidance

As a result of the strong first quarter and improved visibility into the second half of the year, Roper is increasing its full year diluted earnings per share guidance to $4.75 - $4.91 from $4.67 - $4.87.  The Company’s guidance excludes future acquisitions.

Table 1:  Revenue Growth

	Q1 2012
Total Revenue Growth	10%
Acquisitions / Divestitures	3%
Foreign Currency	(1%)
Organic	8%

Table 2:  EBITDA and EBITDA Margin

	Q1 2012	Q1 2011
Net Earnings	$108.3	$89.0
Add:  Interest Expense	15.5	16.7
Add:  Income Taxes	46.0	37.0
Add:  Depreciation & Amortization	35.5	34.3
EBITDA (A)	$205.3	$177.0
Revenue (B)	$711.1	$645.3
EBITDA Margin (A)/(B)	28.9%	27.4%

Table 3:  Free Cash Flow

	Q1 2012	Q1 2011
Operating Cash Flow	$141.5	$86.6
Less:  Capital Expenditures	(10.0)	(8.8)
Rounding	(0.1)	0.0
Free Cash Flow	$131.4	$77.8

Conference Call to be Held at 8:30 AM (ET) Today

A conference call to discuss these results has been scheduled for 8:30 AM ET on Monday, April 23, 2012.  The call can be accessed via webcast or by dialing +888-263-2834 (US/Canada) or +1 913-312-0953, using confirmation code 7242338.  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 +1 719-457-0820 and using the access code 7242338.

About Roper Industries

Roper Industries is a diversified growth company and is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper provides engineered products and solutions for global niche markets, including water, energy, transportation, medical, education, and SaaS-based information networks. Additional information about Roper 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)

	March 31,			December 31,
	2012			2011
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	451,718		$	338,101
Accounts receivable		412,508			439,134
Inventories		214,020			204,758
Unbilled receivable		68,688			63,829
Deferred taxes		36,410			38,004
Other current assets		32,568			31,647
Total current assets		1,215,912			1,115,473
PROPERTY, PLANT AND EQUIPMENT, NET		109,565			108,775
OTHER ASSETS:
Goodwill		2,887,045			2,866,426
Other intangible assets, net		1,084,996			1,094,142
Deferred taxes		63,122			63,006
Other assets		70,142			71,595
Total other assets		4,105,305			4,095,169
TOTAL ASSETS	$	5,430,782		$	5,319,417
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	139,029		$	141,943
Accrued liabilities		286,548			322,904
Income taxes payable		22,588			8,895
Deferred taxes		9,613			10,548
Current portion of long-term debt		63,580			69,906
Total current liabilities		521,358			554,196
NONCURRENT LIABILITIES:
Long-term debt		1,014,099			1,015,110
Deferred taxes		484,803			482,603
Other liabilities		78,178			72,412
Total liabilities		2,098,438			2,124,321
STOCKHOLDERS' EQUITY:
Common stock		993			987
Additional paid-in capital		1,140,188			1,117,093
Retained earnings		2,158,037			2,063,110
Accumulated other comprehensive earnings		52,961			33,800
Treasury stock		(19,835	)		(19,894	)
Total stockholders' equity		3,332,344			3,195,096
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	5,430,782		$	5,319,417

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

(Amounts in thousands, except per share data)

	Three months ended
	March 31,
	2012			2011
Net sales	$	711,066		$	645,309
Cost of sales		319,873			295,213
Gross profit		391,193			350,096
Selling, general and administrative expenses		220,889			208,096
Income from operations		170,304			142,000
Interest expense		15,483			16,696
Other income/(expense)		(490	)		711
Earnings from continuing operations before
income taxes		154,331			126,015
Income taxes		46,022			37,036
Net Earnings	$	108,309		$	88,979
Earnings per share:
Basic	$	1.12		$	0.93
Diluted	$	1.09		$	0.91
Weighted average common and common
equivalent shares outstanding:
Basic		97,039			95,374
Diluted		99,307			98,153

Roper Industries, Inc. and Subsidiaries

Selected Segment Financial Data (unaudited)

(Amounts in thousands and percents of net sales)

	Three months ended March 31,
	2012				2011
	Amount		%		Amount		%
Net sales:
Industrial Technology	$	195,136			$	169,982
Energy Systems & Controls		148,602				129,633
Medical & Scientific Imaging		162,811				145,287
RF Technology		204,517				200,407
Total	$	711,066			$	645,309
Gross profit:
Industrial Technology	$	98,663		50.6%	$	85,714		50.4%
Energy Systems & Controls		80,408		54.1%		70,146		54.1%
Medical & Scientific Imaging		106,186		65.2%		91,254		62.8%
RF Technology		105,936		51.8%		102,982		51.4%
Total	$	391,193		55.0%	$	350,096		54.3%
Operating profit*:
Industrial Technology	$	57,507		29.5%	$	46,189		27.2%
Energy Systems & Controls		35,657		24.0%		29,044		22.4%
Medical & Scientific Imaging		43,362		26.6%		35,037		24.1%
RF Technology		50,353		24.6%		44,950		22.4%
Total	$	186,879		26.3%	$	155,220		24.1%
Net Orders:
Industrial Technology	$	204,002			$	200,742
Energy Systems & Controls		153,376				134,205
Medical & Scientific Imaging		168,336				150,265
RF Technology		203,672				217,087
Total	$	729,386			$	702,299

*  Operating profit is before unallocated corporate general and administrative expenses.  These expenses were $16,575 and $13,220 for the three months ended March 31, 2012 and 2011, respectively.

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(Amounts in thousands)

	Three months ended
	March 31,
	2012			2011
Net earnings	$	108,309		$	88,979
Non-cash items:
Depreciation		9,449			9,256
Amortization		26,018			25,054
Stock-based compensation expense		9,954			8,112
Income taxes		13,720			3,424
Changes in assets and liabilities:
Receivables		15,968			(18,181	)
Inventory		(7,462	)		(16,359	)
Accounts payable		(3,774	)		6,854
Accrued liabilities		(32,162	)		(23,466	)
Other, net		1,437			2,911
Cash provided by operating activities		141,457			86,584
Business acquisitions, net of cash acquired		(19,007	)		-
Capital expenditures		(10,008	)		(8,813	)
Other, net		219			(198	)
Cash used by investing activities		(28,796	)		(9,011	)
Principal debt payments		(6,297	)		(11,968	)
Revolver payments, net		-			(85,000	)
Dividends		(13,290	)		(10,458	)
Excess tax benefit from share-based payment		7,505			2,855
Proceeds from exercise of stock options		16,873			8,607
Other, net		(7,065	)		(118	)
Cash used by financing activities		(2,274	)		(96,082	)
Effect of exchange rate changes on cash		3,230			9,562
Net increase (decrease) in cash and equivalents		113,617			(8,947	)
Cash and equivalents, beginning of period		338,101			270,394
Cash and equivalents, end of period	$	451,718		$	261,447