10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

[X] QUARTERLY  REPORT PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES  EXCHANGE  ACT  OF  1934

For the quarterly period ended March 31, 2013.q

[  ] TRANSITION REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE SECURITIES  EXCHANGE  ACT  OF  1934

For the transition period from to.

Commission File Number   1-12273

ROPER INDUSTRIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization)	51-0263969 (I.R.S. Employer Identification No.)
6901 Professional Pkwy. East, Suite 200Sarasota, Florida(Address of principal executive offices)	34240 (Zip Code)
(941) 556-2601 (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  þ Yes ¨  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  þ Yes ¨  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

þ Large accelerated filer	¨ Accelerated filer
¨ Non-accelerated filer (do not check if smaller reporting company)	¨ Smaller reporting company

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Act). ¨ Yes þ No

The number of shares outstanding of the Registrant's common stock as of May 3, 2013 was 99,018,313.

Explanatory Note

 

The purpose of this amendment on Form 10-Q/A to our quarterly report on Form 10-Q for the period ended March 31, 2013 ("Form 10-Q"), as filed with the Security and Exchange Commission on May 9, 2013, is to furnish Exhibit 101 to the Form 10-Q as required by Rule 405 of Regulation S-T. Exhibit 101 to this report provides the following items from our Form 10-Q formatted in Extensible Business Reporting Language (XBRL): (i) the unaudited Consolidated Statement of Operations, (ii) the unaudited Consolidated Balance Sheet, (iii) the unaudited Consolidated Statement of Cash Flows, and (iv) the unaudited Notes to Financial Statements.

This Form 10-Q/A does not reflect subsequent events occurring after the original filing date of the Form 10-Q or modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T these interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Section 18 of the Security Exchange Act of 1934, and otherwise are not subject to liability under these sections.

ROPER INDUSTRIES, INC.

REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013

TABLE OF CONTENTS

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited):
	Condensed Consolidated Statements of Earnings	3
	Condensed Consolidated Statements of Comprehensive Income	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statement of Changes in Stockholders' Equity	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	21
Item 1A.	Risk Factors	21
Item 6.	Exhibits	21
	Signatures	22

PART I. FINANCIAL INFORMATION

ITEM 1.FINANCIAL STATEMENTS

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Earnings (unaudited)

(in thousands, except per share data)

	Three months ended March 31,
	2013		2012
Net sales	$	737,135	$	711,066
Cost of sales		315,559		319,873
Gross profit		421,576		391,193
Selling, general and administrative expenses		236,399		220,889
Income from operations		185,177		170,304
Interest expense, net		20,858		15,483
Other expense, net		2,492		490
Earnings before income taxes		161,827		154,331
Income taxes		36,913		46,022
Net earnings	$	124,914	$	108,309
Earnings per share:
Basic	$	1.26	$	1.12
Diluted		1.25		1.09
Weighted average common shares outstanding:
Basic		98,876		97,039
Diluted		99,986		99,307
Dividends declared per common share	$	0.1650	$	0.1375

See accompanying notes to condensed consolidated financial statements.

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income (unaudited)

(in thousands)

	Three months ended March 31,
	2013			2012
Net earnings	$	124,914		$	108,309
Other comprehensive income/(loss), net of tax:
Foreign currency translation adjustments		(38,489	)		19,161
Total other comprehensive income/(loss), net of tax		(38,489	)		19,161
Comprehensive income	$	86,425		$	127,470

See accompanying notes to condensed consolidated financial statements.

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (unaudited)

(in thousands)

	March 31, 2013			December 31, 2012
ASSETS:
Cash and cash equivalents	$	430,022		$	370,590
Accounts receivable, net		483,861			526,408
Inventories, net		200,023			190,867
Deferred taxes		47,372			41,992
Unbilled receivables		84,948			72,193
Other current assets		38,830			43,492
Total current assets		1,285,056			1,245,542
Property, plant and equipment, net		110,637			110,397
Goodwill		3,848,078			3,868,857
Other intangible assets, net		1,657,893			1,698,867
Deferred taxes		82,288			78,644
Other assets		69,038			68,797
Total assets	$	7,052,990		$	7,071,104
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable	$	138,541		$	138,340
Accrued compensation		80,043			110,724
Deferred revenue		190,678			185,912
Other accrued liabilities		133,403			128,351
Income taxes payable		15,378			-
Deferred taxes		8,216			3,868
Current portion of long-term debt, net		516,514			519,015
Total current liabilities		1,082,773			1,086,210
Long-term debt, net of current portion		1,403,259			1,503,107
Deferred taxes		701,567			707,278
Other liabilities		83,215			86,783
Total liabilities		3,270,814			3,383,378
Commitments and contingencies
Common stock		1,010			1,006
Additional paid-in capital		1,182,304			1,158,001
Retained earnings		2,598,434			2,489,858
Accumulated other comprehensive earnings		20,048			58,537
Treasury stock		(19,620	)		(19,676	)
Total stockholders' equity		3,782,176			3,687,726
Total liabilities and stockholders' equity	$	7,052,990		$	7,071,104

See accompanying notes to condensed consolidated financial statements.

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows (unaudited)

(in thousands)

	Three months ended March 31,
	2013			2012
Cash flows from operating activities:
Net earnings	$	124,914		$	108,309
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment		9,342			9,449
Amortization of intangible assets		34,099			26,018
Amortization of deferred financing costs		837			591
Non-cash stock compensation		12,977			9,954
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable		27,590			20,666
Unbilled receivables		(13,136	)		(4,698	)
Inventories		(11,687	)		(7,462	)
Accounts payable and accrued liabilities		(25,510	)		(35,936	)
Income taxes payable		16,348			13,720
Other, net		(4,506	)		846
Cash provided by operating activities		171,268			141,457
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired		(2,240	)		(19,007	)
Capital expenditures		(11,205	)		(10,008	)
Proceeds from sale of assets		236			464
Other, net		(1	)		(245	)
Cash used in investing activities		(13,210	)		(28,796	)
Cash flows from financing activities:
Payments under revolving line of credit		(100,000	)		-
Principal payments on convertible notes		(52	)		(6,297	)
Cash premiums paid on convertible note conversions		(109	)		(6,576	)
Cash dividends to stockholders		-			(13,290	)
Proceeds from stock based compensation, net		6,229			16,873
Stock award tax excess windfall benefit		4,364			7,505
Treasury stock sales		642			600
Other		122			(1,089	)
Cash used in financing activities		(88,804	)		(2,274	)
Effect of foreign currency exchange rate changes on cash		(9,822	)		3,230
Net increase in cash and cash equivalents		59,432			113,617
Cash and cash equivalents, beginning of period		370,590			338,101
Cash and cash equivalents, end of period	$	430,022		$	451,718

See accompanying notes to condensed consolidated financial statements.

Roper Industries, Inc. and Subsidiaries

Condensed Consolidated Statement of Changes in Stockholders' Equity (unaudited)

(in thousands)

	Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive earnings			Treasury stock			Total
Balances at December 31, 2012	$	1,006	$	1,158,001		$	2,489,858		$	58,537		$	(19,676	)	$	3,687,726
Net earnings		-		-			124,914			-			-			124,914
Stock option exercises		2		9,589			-			-			-			9,591
Treasury stock sold		-		587			-			-			56			643
Currency translation adjustments, net of $1,316 tax		-		-			-			(38,489	)		-			(38,489	)
Stock based compensation		-		12,969			-			-			-			12,969
Restricted stock activity		2		(3,349	)		-			-			-			(3,347	)
Stock option tax benefit, net of shortfalls		-		4,312			-			-			-			4,312
Conversion of senior subordinated convertible notes, net of $304 tax		-		195			-			-			-			195
Dividends declared		-		-			(16,338	)		-			-			(16,338	)
Balances at March 31, 2013	$	1,010	$	1,182,304		$	2,598,434		$	20,048		$	(19,620	)	$	3,782,176

See accompanying notes to condensed consolidated financial statements.

Roper Industries, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements (unaudited)

March 31, 2013

1. Basis of Presentation

The accompanying condensed consolidated financial statements for the three month periods ended March 31, 2013 and 2012 are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income and cash flows of Roper Industries, Inc. and its subsidiaries ("Roper" or the "Company") for all periods presented. The December 31, 2012 financial position data included herein was derived from the audited consolidated financial statements included in the 2012 Annual Report on Form 10-K ("Annual Report") but does not include all disclosures required by U.S. generally accepted accounting principles ("GAAP").

Roper's management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

The results of operations for the three month period ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited condensed consolidated financial statements in conjunction with Roper's consolidated financial statements and the notes thereto included in its 2012 Annual Report filed on February 25, 2013 with the Securities and Exchange Commission ("SEC").

2. Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board ("FASB") issued an amendment to accounting rules related to the testing of indefinite-lived intangibles.  The new accounting rules permit an entity to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test prescribed under current accounting rules.   Roper adopted this guidance on January 1, 2013.  The guidance did not have an impact on the Company's results of operations, financial position or cash flows.

3. Earnings Per Share

Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share were calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective period. Potentially dilutive common stock consisted of stock options and the premium over the conversion price on Roper's senior subordinated convertible notes based upon the trading price of Roper's common stock. The effects of potential common stock were determined using the treasury stock method.  Weighted average shares outstanding are as shown below (in thousands):

	Three months ended March 31,
	2013	2012
Basic shares outstanding	98,876	97,039
Effect of potential common stock
Common stock awards	892	1,140
Senior subordinated convertible notes	218	1,128
Diluted shares outstanding	99,986	99,307

For the three months ended March 31, 2013 there were 568,850 outstanding stock options that were not included in the determination of diluted earnings per share because doing so would have been antidilutive, as compared to 454,165 outstanding stock options that would have been antidilutive for the three months ended March 31, 2012.

4. Stock Based Compensation

The Roper Industries, Inc. Amended and Restated 2006 Incentive Plan is a stock based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to Roper's employees, officers and directors.

Roper's stock purchase plan allows employees in the U.S. and Canada to designate up to 10% of eligible earnings to purchase Roper's common stock at a 5% discount to the average closing price of the stock at the beginning and end of a quarterly offering period. The common stock sold to the employees may be either treasury stock, stock purchased on the open market, or newly issued shares.

The following table provides information regarding the Company's stock based compensation expense (in thousands):

	Three months endedMarch 31,
	2013	2012
Stock based compensation	$  12,977	$  9,954
Tax effect recognized in net income	4,542	3,484
Windfall tax benefit, net	4,312	7,415

Stock Options - In the quarter ended March 31, 2013, 447,850 options were granted with a weighted average fair value of $36.53 per option. During the same period in 2012, 383,600 options were granted with a weighted average fair value of $29.65 per option. All options were issued at grant date fair value, which is defined by the Plan as the closing price of Roper's common stock on the date of grant.

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following weighted average assumptions were used to estimate the fair value of options granted during current and prior year quarters using the Black-Scholes option-pricing model:

	Three months ended March 31,
	2013	2012
Fair value per share ($)	36.53	29.65
Risk-free interest rate (%)	0.80	0.82
Expected option life (years)	5.18	5.22
Expected volatility (%)	36.29	36.56
Expected dividend yield (%)	0.57	0.59

Cash received from option exercises for the three months ended March 31, 2013 and 2012 was $9.1 million and $16.9 million, respectively.

Restricted Stock Awards - During the quarter ended March 31, 2013, 261,390 restricted stock awards were granted with a weighted average fair value of $115.36 per restricted share. During the same period in 2012, 258,057 restricted stock awards were granted with a weighted average fair value of $93.62 per restricted share. All grants were issued at grant date fair value.

During the quarter ended March 31, 2013, 103,795 restricted awards vested with a weighted average grant date fair value of $57.64 per restricted share, and a weighted average vest date fair value of $120.14 per restricted share.

Employee Stock Purchase Plan - During the three month periods ended March 31, 2013 and 2012, participants of the employee stock purchase plan purchased 5,594 and 6,764 shares, respectively, of Roper's common stock for total consideration of $0.64 million and $0.60 million, respectively. All shares were purchased from Roper's treasury shares.

5. Inventories

	March 31, 2013			December 31, 2012
	(in thousands)
Raw materials and supplies	$	125,415		$	121,573
Work in process		31,265			29,725
Finished products		85,929			81,536
Inventory reserves		(42,586	)		(41,967	)
	$	200,023		$	190,867

6. Goodwill and Other Intangible Assets

The carrying value of goodwill by segment is as follows (in thousands):

	Industrial Technology			Energy Systems & Controls			Medical & Scientific Imaging			RF Technology			Total
Balances at December 31, 2012	$	421,755		$	404,057		$	1,772,402		$	1,270,643		$	3,868,857
Other		-			-			-			445			445
Currency translation adjustments		(6,167	)		(2,491	)		(6,136	)		(6,430	)		(21,224	)
Balances at March 31, 2013	$	415,588		$	401,566		$	1,766,266		$	1,264,658		$	3,848,078

Other intangible assets are comprised of (in thousands):

	Cost		Accumulated amortization			Net book value
Assets subject to amortization:
Customer related intangibles	$	1,509,339	$	(379,535	)	$	1,129,804
Unpatented technology		198,609		(97,487	)		101,122
Software		160,520		(44,256	)		116,264
Patents and other protective rights		40,399		(20,312	)		20,087
Trade secrets		1,500		(1,500	)		-
Assets not subject to amortization:
Trade names		331,590		-			331,590
Balances at December 31, 2012	$	2,241,957	$	(543,090	)	$	1,698,867
Assets subject to amortization:
Customer related intangibles	$	1,502,897	$	(400,227	)	$	1,102,670
Unpatented technology		206,867		(103,202	)		103,665
Software		160,153		(47,744	)		112,409
Patents and other protective rights		30,272		(20,894	)		9,378
Trade secrets		1,500		(1,500	)		-
Assets not subject to amortization:
Trade names		329,771		-			329,771
Balances at March 31, 2013	$	2,231,460	$	(573,567	)	$	1,657,893

Amortization expense of other intangible assets was $33,084 and $25,034 during the three months ended March 31, 2013 and 2012, respectively.

An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There have been no events or changes in circumstances which indicate an impairment in 2013. The Company expects to perform the annual analysis during the fourth quarter.

7. Debt

Roper's 3.75% senior subordinated convertible notes due 2034 became convertible on January 15, 2009.  During the three month period ended March 31, 2013, 113 notes were converted by note holders for $0.16 million in cash.  No gain or loss was recorded upon these conversions.  In addition, a related $0.3 million deferred tax liability associated with excess deductions recorded for tax purposes was relieved to additional paid-in capital upon the conversions.

At March 31, 2013, the conversion of 3,495 notes was pending, with a settlement date of April 4, 2013.  The conversion resulted in the payment of $5.5 million in cash.

At March 31, 2013, the conversion price on the remaining outstanding notes was $461.87.  If converted at March 31, 2013, the value would have exceeded the $10 million principal amount of the outstanding notes by $24 million and could have resulted in the issuance of 193,257 shares of Roper's common stock.

8. Fair Value of Financial Instruments

Roper's debt at March 31, 2013 included $1.9 billion of fixed-rate senior notes with the following fair values (in millions):

$500 million senior notes due 2013	$	512
$400 million senior notes due 2017		403
$500 million senior notes due 2019		604
$500 million senior notes due 2022		498

The fair values of the senior notes are based on the trading prices of the notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy.  Short-term debt included $12 million of fixed-rate convertible notes which were at fair value due to the ability of note holders to exercise the conversion option of the notes.

The Company manages interest rate risk by maintaining a combination of fixed- and variable-rate debt, which may include interest rate swaps to convert fixed-rate debt to variable-rate debt, or to convert variable-rate debt to fixed-rate debt.   At March 31, 2013, an aggregate notional amount of $500 million in interest rate swaps designated as fair value hedges effectively changed Roper's $500 million senior notes due 2013 with a fixed interest rate of 6.625% to a variable-rate obligation at a weighted average spread of 4.377% plus the 3 month London Interbank Offered Rate ("LIBOR").

The swaps are recorded at fair value in the balance sheet as assets or liabilities, and the changes in fair value of both the interest rate swap and the hedged senior notes due 2013 are recorded as interest expense. At March 31, 2013, the fair value of the swap was an asset balance of $3.4 million and was reported in other current assets. There was a corresponding increase of $2.6 million in the notes being hedged, which was reported as current portion of long-term debt.  The impact on earnings for the three months ended March 31, 2013 was immaterial. The Company has determined the swaps to be Level 2 in the FASB fair value hierarchy, and uses inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks in order to value the instruments.

9. Contingencies

Roper, in the ordinary course of business, is the subject of, or a party to, various pending or threatened legal actions, including product liability and employment practices. It is vigorously contesting all lawsuits that, in general, are based upon claims of the kind that have been customary over the past several years. After analyzing the Company's contingent liabilities on a gross basis and, based upon past experience with resolution of its product liability and employment practices claims and the limits of the primary, excess, and umbrella liability insurance coverages that are available with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper's consolidated financial position, results of operations or cash flows.

Over recent years there has been an increase in certain U.S. states in asbestos-related litigation claims against numerous industrial companies. Roper or its subsidiaries have been named defendants in some such cases. No significant resources have been required by Roper to respond to these cases and the Company believes it has valid defenses to such claims and, if required, intends to defend them vigorously. Given the state of these claims it is not possible to determine the potential liability, if any.

Roper's financial statements include accruals for potential product liability and warranty claims based on its claims experience. Such costs are accrued at the time revenue is recognized. A summary of the warranty accrual activity for the three months ended March 31, 2013 is presented below (in thousands):

Balance at December 31, 2012	$	9,755
Additions charged to costs and expenses		2,624
Deductions		(2,219	)
Other		(177	)
Balance at March 31, 2013	$	9,983

10. Business Segments

Sales and operating profit by industry segment are set forth in the following table (dollars in thousands):

	Three months ended March 31,
	2013		2012		Change
Net sales:
Industrial Technology	$	182,239	$	195,136	(6.6	)%
Energy Systems & Controls		145,642		148,602	(2.0	)
Medical & Scientific Imaging		200,444		162,811	23.1
RF Technology		208,810		204,517	2.1
Total	$	737,135	$	711,066	3.7	%
Gross profit:
Industrial Technology	$	93,311	$	98,663	(5.4	)%
Energy Systems & Controls		80,906		80,408	0.6
Medical & Scientific Imaging		134,869		106,186	27.0
RF Technology		112,490		105,936	6.2
Total	$	421,576	$	391,193	7.8	%
Operating profit*:
Industrial Technology	$	52,945	$	57,507	(7.9	)%
Energy Systems & Controls		35,722		35,657	0.2
Medical & Scientific Imaging		59,928		43,362	38.2
RF Technology		56,630		50,353	12.5
Total	$	205,225	$	186,879	9.8	%
Long-lived assets:
Industrial Technology	$	45,626	$	42,698	6.9	%
Energy Systems & Controls		19,032		19,439	(2.2	)
Medical & Scientific Imaging		40,198		45,602	(11.8	)
RF Technology		29,158		29,832	(2.3	)
Total	$	134,014	$	137,571	(2.6	)%

* Segment operating profit is before unallocated corporate general and administrative expenses of $20,048 and $16,575 for the three months ended March 31, 2013 and 2012, respectively.

11. Subsequent Events

On May 1, 2013, Roper acquired Managed Health Care Associates, Inc. ("MHA"), in an all-cash transaction valued at $1.0 billion.  MHA is a leading provider of services and technologies to support the diverse and complex needs of alternate site health care providers who deliver services outside of an acute care hospital setting.

ITEM 2.MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion in conjunction with Management's Discussion and Analysis of Financial Conditions and Results of Operations included in our Annual Report for the year ended December 31, 2012 as filed on February 25, 2013 with the SEC and the notes to our Condensed Consolidated Financial Statements included elsewhere in this report.

Information About Forward-Looking Statements

This report includes "forward-looking statements" within the meaning of the federal securities laws. In addition, we, or our executive officers on our behalf, may from time to time make forward-looking statements in reports and other documents we file with the U.S. Securities and Exchange Commission ("SEC") or in connection with oral statements made to the press, potential investors or others. All statements that are not historical facts are "forward-looking statements."  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 expressed or implied in any forward-looking statement.

Examples of forward-looking statements in this report include but are not limited to statements regarding operating results, the success of our internal operating plans, our expectations regarding our ability to generate operating cash flows and reduce debt and associated interest expense, profit and cash flow expectations, the prospects for newly acquired businesses to be integrated and contribute to future growth and our expectations regarding growth through acquisitions. Important assumptions relating to the forward-looking statements include, among others, assumptions regarding demand for our products, the cost, timing and success of product upgrades and new product introductions, raw materials costs, expected pricing levels, the timing and cost of expected capital expenditures, expected outcomes of pending litigation, competitive conditions, general economic conditions and expected synergies relating to acquisitions, joint ventures and alliances. These assumptions could prove inaccurate. Although we believe that the estimates and projections reflected in the forward-looking statements are reasonable, our expectations may prove to be incorrect. Important factors that could cause actual results to differ materially from estimates or projections contained in the forward-looking statements include, but are not limited to:

· general economic conditions;

· difficulty making acquisitions and successfully integrating acquired businesses;

· any unforeseen liabilities associated with future acquisitions;

· limitations on our business imposed by our indebtedness;

· unfavorable changes in foreign exchange rates;

· difficulties associated with exports;

· risks and costs associated with our international sales and operations;

· increased directors' and officers' liability and other insurance costs;

· risk of rising interest rates;

· product liability and insurance risks;

· increased warranty exposure;

· future competition;

· the cyclical nature of some of our markets;

· reduction of business with large customers;

· risks associated with government contracts;

· changes in the supply of, or price for, raw materials, parts and components;

· environmental compliance costs and liabilities;

· risks and costs associated with asbestos-related litigation;

· potential write-offs of our substantial goodwill and other intangible assets;

· our ability to successfully develop new products;

· failure to protect our intellectual property;

· the effect of, or change in, government regulations (including tax);

· economic disruption caused by terrorist attacks, health crises or other unforeseen events; and

· the factors discussed in other reports filed with the SEC.

We believe these forward-looking statements are reasonable; however, you should not place undue reliance on any forward-looking statements, which are based on current expectations. Further, forward-looking statements speak only as of the date they are made, and we undertake no obligation to publicly update any of these statements in light of new information or future events.

Overview

Roper Industries, Inc. ("Roper," "we" or "us") is a diversified growth company that designs, manufactures and distributes radio frequency ("RF") products, services and application software, industrial technology products, energy systems and controls and medical and scientific imaging products and software. We market these products and services to a broad range of markets, including RF applications, medical, water, energy, research, education, software-as-a-service ("SaaS")-based information networks, security and other niche markets.

We pursue consistent and sustainable growth in earnings by emphasizing continuous improvement in the operating performance of our existing businesses and by acquiring other carefully selected businesses that offer high value-added services, engineered products and solutions and are capable of achieving growth and maintaining high margins. Our acquisitions have represented both financial bolt-ons and new strategic platforms. We strive for high cash and earnings returns from our investments.

Critical Accounting Policies

There were no material changes during the quarter ended March 31, 2013 to the items that we disclosed as our critical accounting policies and estimates in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2012 Annual Report on Form 10-K filed on February 25, 2013.

Recently Issued Accounting Standards

Information regarding new accounting pronouncements is included in Note 2 of the notes to Condensed Consolidated Financial Statements.

Results of Operations

General

The following tables set forth selected information for the periods indicated. Dollar amounts are in thousands and percentages are the particular line item shown as a percentage of net sales. Percentages may not foot due to rounding.

	Three months ended  March 31,
	2013			2012
Net sales:
Industrial Technology	$	182,239		$	195,136
Energy Systems & Controls		145,642			148,602
Medical & Scientific Imaging		200,444			162,811
RF Technology		208,810			204,517
Total	$	737,135		$	711,066
Gross profit:
Industrial Technology		51.2	%		50.6	%
Energy Systems & Controls		55.6	%		54.1	%
Medical & Scientific Imaging		67.3	%		65.2	%
RF Technology		53.9	%		51.8	%
Total		57.2	%		55.0	%
Selling, general & administrative expenses:
Industrial Technology		22.2	%		21.1	%
Energy Systems & Controls		31.0			30.1
Medical & Scientific Imaging		37.4			38.6
RF Technology		26.8			27.2
Total		29.4			28.7
Segment operating profit:
Industrial Technology		29.1	%		29.5	%
Energy Systems & Controls		24.5			24.0
Medical & Scientific Imaging		29.9			26.6
RF Technology		27.1			24.6
Total		27.8			26.3
Corporate administrative expenses		(2.7	)		(2.3	)
		25.1			24.0
Interest expense		(2.8	)		(2.2	)
Other expense		(0.3	)		(0.1	)
Earnings before income taxes		22.0			21.7
Income taxes		(5.0	)		(6.5	)
Net earnings		16.9	%		15.2	%

Three months ended March 31, 2013 compared to three months ended March 31, 2012

Net sales for the quarter ended March 31, 2013were $737.1 million as compared to $711.1 million in the prior year quarter, an increase of 4%. The increase was the result of sales from acquisitions of 7%, and negative organic growth of 3%.  Acquisitions included those completed in 2012.

In our Industrial Technology segment, net sales were down 7% to $182.2 million in the first quarter of 2013 as compared to $195.1 million in the first quarter of 2012, due primarily to the loss of a customer at our water metering business and lower sales at our materials testing business.  Gross margins increased to 51.2% for the first quarter of 2013 as compared to 50.6% in the first quarter of 2012 due to product mix. Selling, general and administrative ("SG&A") expenses as a percentage of net sales increased to 22.2% in the current year quarter from 21.1% in the prior year quarter due to negative operating leverage on lower sales volume. The resulting operating profit margins were 29.1% in the first quarter of 2013 as compared to 29.5% in the first quarter of 2012.

Net sales in our Energy Systems & Controls segment decreased by 2% to $145.6 million during the first quarter of 2013 compared to $148.6 million in the first quarter of 2012.  Acquisitions added 1% while organic sales decreased by 3%.  The decrease in organic sales was due to lower sales in our industrial pressure sensors business.  Gross margins increased to 55.6% in the first quarter of 2013, as compared to 54.1% in the first quarter of 2012 due to product mix. SG&A expenses as a percentage of net sales were 31.0% compared to 30.1% in the prior year quarter due to negative operating leverage on lower sales volume. As a result, operating margins were 24.5% in the first quarter of 2013 as compared to 24.0% in the first quarter of 2012.

Our Medical & Scientific Imaging segment net sales increased by 23% to $200.4 million in the first quarter of 2013 as compared to $162.8 million in the first quarter of 2012.  Acquisitions completed in 2012 accounted for 32% of the increase, with negative organic growth of 8% due to decreased sales in our electron microscopy and imaging businesses. The foreign exchange impact was a negative 1%.  Gross margins increased to 67.3% in the first quarter of 2013 from 65.2% in the first quarter of 2012 due primarily to additional sales from medical products which have a higher gross margin.  SG&A expenses as a percentage of net sales were 37.4% in the first quarter of 2013 as compared to 38.6% in the first quarter of 2012 due to additional sales from medical products which have a lower fixed-cost structure.  As a result, operating margins were 29.9% in the first quarter of 2013 as compared to 26.6% in the first quarter of 2012.

In our RF Technology segment, net sales were $208.8 million in the first quarter of 2013 as compared to $204.5 million in the first quarter of 2012, an increase of 2%.  The increase was due primarily to growth in our toll and traffic and security solutions businesses.  Gross margins increased to 53.9% as compared to 51.8% in the prior year quarter due to a more favorable product mix and operating leverage on higher sales volume. SG&A expenses as a percentage of net sales in the first quarter of 2013 decreased to 26.8% as compared to 27.2% in the prior year due to operating leverage on higher sales volume. As a result, operating profit margins were 27.1% in 2013 as compared to 24.6% in 2012.

Corporate expenses were $20.0 million, or 2.7% of sales, in the first quarter of 2013 as compared to $16.6 million, or 2.3% of sales, in the first quarter of 2012.  The increase was due to higher stock-based compensation resulting from higher stock prices.

Interest expense was $20.9 million for the first quarter of 2013 as compared to $15.5 million in the first quarter of 2012.  The increase was due to higher average outstanding debt balances related to 2012 acquisitions, offset in part by lower average interest rates.

Other expense increased to $2.5 million in the first quarter of 2013 as compared to $0.5 million in the first quarter of 2012 due to foreign exchange losses at our non-U.S. based subsidiaries.

Income taxes were 22.8% of pretax earnings in the current quarter, lower than the prior year rate of 29.8%. The reduction was due to $6 million in discrete tax benefits related to the enactment of the American Taxpayer Relief Act of 2012 ("ATRA"), as well as a $6 million benefit from the adjustment of tax balances which were immaterial to any covered period.

At March 31, 2013, the functional currencies of most of our European and our Canadian subsidiaries were weaker against the U.S. dollar compared to currency exchange rates at December 31, 2012. The currency changes resulted in a pretax decrease of $40 million in the foreign exchange component of comprehensive earnings for the current year quarter, $21 million of which is related to goodwill and does not directly affect our expected future cash flows. During the quarter ended March 31, 2013, the functional currencies of our Canadian and some of our European subsidiaries were weaker against the U.S. dollar as compared to the quarter ended March 31, 2012.  The difference in operating profits related to foreign exchange, translated into U.S. dollars, was less than 1% for these companies in the first quarter of 2013 compared to the prior year quarter.

Net orders were $793.6 million for the quarter, 9% higher than the first quarter 2012 net order intake of $729.4 million.  Our order backlog at March 31, 2013 was 17% higher as compared to March 31, 2012. Acquisitions completed in 2012 contributed 8% to the current quarter orders and 15% to the current quarter order backlog.

	Net orders booked for the three months ended March 31,				Order backlog as of March 31,
	2013		2012		2013		2012
Industrial Technology	$	179,807	$	204,002	$	126,993	$	152,606
Energy Systems & Controls		157,537		153,376		120,921		126,262
Medical & Scientific Imaging		216,121		168,336		247,959		124,681
RF Technology		240,118		203,672		501,065		447,085
Total	$	793,583	$	729,386	$	996,938	$	850,634

Financial Condition, Liquidity and Capital Resources

Selected cash flows for the three months ended March 31, 2013 and 2012 were as follows (in millions):

	Three months ended March 31,
	2013			2012
Cash provided by/(used in):
Operating activities	$	171.3		$	141.5
Investing activities		(13.2	)		(28.8	)
Financing activities		(88.8	)		(2.3	)

Operating activities - Net cash provided by operating activities increased by 21.1% to $171.3 million in the first quarter of 2013 as compared to $141.5 million in the first quarter of 2012 due to higher net earnings and increased amortization of other intangibles related to acquisitions and stock-based compensation.

Investing activities - Cash used in investing activities during the first quarter of 2013 was primarily for capital expenditures, and was primarily for business acquisitions and capital expenditures in the first quarter of 2012.

Financing activities - Cash used in financing activities in the current year quarter, and was primarily for debt principal repayments and primarily for dividends and debt principal repayments in the prior year quarter.  Cash provided by financing activities in the first quarters of 2013 and 2012 was primarily from stock option proceeds. Net debt payments were $100.1 million in the three months ended March 31, 2013 as compared to $6.3 million in the three months ended March 31, 2012.

Total debt at March 31, 2013 consisted of the following (amounts in thousands):

$500 million senior notes due 2013*	$	502,586
$400 million senior notes due 2017		400,000
$500 million senior notes due 2019		500,000
$500 million senior notes due 2022		500,000
Senior Subordinated Convertible Notes		11,647
Revolving Facility		-
Other		5,540
Total debt		1,919,773
Less current portion		516,514
Long-term debt	$	1,403,259

*Shown including fair value swap adjustment of $2,586.

The interest rate on borrowings under our $1.5 billion credit facility is calculated based upon various recognized indices plus a margin as defined in the credit agreement. At March 31, 2013, there were no outstanding borrowings under the facility.  At March 31, 2013, we had $5.5 million of other debt in the form of capital leases, several smaller facilities that allow for borrowings or the issuance of letters of credit in various foreign locations to support our non-U.S. businesses and $41 million of outstanding letters of credit.

The cash and short-term investments at our foreign subsidiaries at March 31, 2013 totaled $312 million.  Repatriation of these funds under current regulatory and tax law for use in domestic operations would expose us to additional taxes.  We consider this cash to be permanently reinvested.  We expect existing cash and cash equivalents, cash generated by our U.S. operations, our unsecured credit facility, as well as our expected ability to access the capital markets, will be sufficient to fund operating requirements in the U.S. for the foreseeable future.

We were in compliance with all debt covenants related to our credit facilities throughout the quarter ended March 31, 2013.

Net working capital (total current assets, excluding cash, less total current liabilities, excluding debt) was $288.8 million at March 31, 2013 compared to $307.8 million at December 31, 2012, reflecting decreases in working capital due primarily to improved receivables collection. Total debt was $1.92 billion at March 31, 2013 as compared to $2.02 billion at December 31, 2012, due to the use of operating cash flows to reduce outstanding debt.   Our leverage is shown in the following table:

	March 31, 2013			December 31, 2012
Total Debt	$	1,919,773		$	2,022,122
Cash		(430,022	)		(370,590	)
Net Debt		1,489,751			1,651,532
Stockholders' Equity		3,782,176			3,687,726
Total Net Capital	$	5,271,927		$	5,339,258
Net Debt / Total Net Capital		28.3	%		30.9	%

At March 31, 2013, we did not have any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities, which would have been established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.

Capital expenditures of $11.2 million and $10.0 million were incurred during the first quarters of 2013 and 2012, respectively. We expect capital expenditures for the balance of the year to be comparable to prior years as a percentage of sales.

Outlook

Current geopolitical uncertainties could adversely affect our business prospects. A significant terrorist attack or other global conflict could cause changes in world economies that would adversely affect us. It is impossible to isolate each of these factor's effects on current economic conditions. It is also impossible to predict with any reasonable degree of certainty what or when any additional events may occur that also will similarly disrupt the economy.

We maintain an active acquisition program; however, future acquisitions will be dependent on numerous factors and it is not feasible to reasonably estimate if or when any such acquisitions will occur and what the impact will be on our business, financial condition and results of operations. Such acquisitions may be financed by the use of existing credit lines, future cash flows from operations, the proceeds from the issuance of new debt or equity securities or some combination of these methods.

We anticipate that our recently acquired companies as well as our other companies will generate positive cash flows from operating activities, and that these cash flows will permit the reduction of currently outstanding debt. However, the rate at which we can reduce our debt during 2013 (and reduce the associated interest expense) will be affected by, among other things, the financing and operating requirements of any new acquisitions and the financial performance of our existing companies; and none of these factors can be predicted with certainty.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

See "Item 7A - Quantitative and Qualitative Disclosures about Market Risk," in our 2012Annual Report on Form 10-K. There were no material changes during the quarter endedMarch 31, 2013.

ITEM 4.  CONTROLS AND PROCEDURES

As required by SEC rules, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this quarterly report ("Evaluation Date"). This evaluation was carried out under the supervision and with the participation of our management, including our principal executive officer and principal financial officer. Based on this evaluation as of the Evaluation Date, these officers have concluded that the design and operation of our disclosure controls and procedures are effective.

Our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported, within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

There were no changes to our internal controls during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

Part II.OTHER INFORMATION

Item 1.Legal Proceedings

Information pertaining to legal proceedings can be found in Note 9 of the Notes to Condensed Consolidated Financial Statements included elsewhere in this report, and is incorporated by reference herein.

Item 1A.Risk Factors

For information regarding factors that could affect our results of operations, financial condition and liquidity, see the risk factors discussion in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012 as filed on February 25, 2013 with the SEC. See also, "Information about Forward-Looking Statements" included in Part I, Item 2 of this Quarterly Report on Form 10-Q.

Item 6.Exhibits

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, filed herewith.
101.INS	XBRL Instance Document, furnished herewith.
101.SCH	XBRL Taxonomy Extension Schema Document, furnished herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document, furnished herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith.

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 thereunto duly authorized.

Roper Industries, Inc.

/s/ Brian D. Jellison	Chairman of the Board, President,	May 9, 2013
Brian D. Jellison	and Chief Executive Officer
	(Principal Executive Officer)

/s/ John Humphrey	Chief Financial Officer and	May 9, 2013
John Humphrey	Executive Vice President
	(Principal Financial Officer)

/s/ Paul J. Soni	Vice President and Controller	May 9, 2013
Paul J. Soni	(Principal Accounting Officer)

EXHIBIT INDEX

TO REPORT ON FORM 10-Q

NumberExhibit

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, filed herewith.
101.INS	XBRL Instance Document, furnished herewith.
101.SCH	XBRL Taxonomy Extension Schema Document, furnished herewith.
101.CAL	XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith.
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith.
101.LAB	XBRL Taxonomy Extension Label Linkbase Document, furnished herewith.
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith.

EX-31.1

Exhibit 31.1

I, Brian D. Jellison, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Roper Industries, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter  (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2013               /s/ Brian D. Jellison

Brian D. Jellison

Chairman, President and

Chief Executive Officer

EX-31.2

Exhibit 31.2

I, John Humphrey, certify that:

1I have reviewed this Quarterly Report on Form 10-Q of Roper Industries, Inc.;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter  (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: May 9, 2013                 /s/ John Humphrey

John Humphrey

Executive Vice President and

Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Roper Industries, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Brian D. Jellison, Chief Executive Officer of the Company, and John Humphrey, Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of his knowledge that:

1. The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2013	/s/ Brian D. Jellison
	Brian D. Jellison
	Chairman, President and Chief Executive Officer
	(Principal Executive Officer)
	/s/ John Humphrey
	John Humphrey
	Executive Vice President, Chief Financial Officer
	(Principal Financial Officer)

This certificate is being made for the exclusive purpose of compliance of the Company with the requirements of Section 906 of the Sarbanes-Oxley Act of 2002, and may not be disclosed, distributed or used by any person or for any reason other than specifically required by law.

XML

Fair Value of Financial Instruments (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Short-term Debt [Line Items]
Underlying risk	interest rate risk
Notional amount	$ 500
Type of instrument	interest rate swaps
Hedge designation	fair value hedges
Amount of hedged item	500
Description of hedged item	$500 million senior notes due 2013 with a fixed interest rate of 6.625%
Basis spread on Variable rate	4.377%
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Interest Rate Fair Value Hedge Asset	3.4
Senior Notes due 2013
Short-term Debt [Line Items]
ST Debt Instrument, Face Amount	500
ST Debt Instrument, Maturity Date	Aug. 15, 2013
Fair Value of Debt Instrument	512
Convertible Notes
Short-term Debt [Line Items]
ST Debt Instrument, Face Amount	12
ST Debt Instrument, Maturity Date	Jan. 15, 2034
Fair Value of Debt Instrument	12
Senior notes due 2017
Debt Instrument [Line Items]
Face Value of Debt Instrument	400
Maturity Date	Nov. 15, 2017
Long-term Debt, Fair Value	403
Senior Notes due 2019
Debt Instrument [Line Items]
Face Value of Debt Instrument	500
Maturity Date	Aug. 15, 2019
Long-term Debt, Fair Value	604
Senior notes due 2022
Debt Instrument [Line Items]
Face Value of Debt Instrument	500
Maturity Date	Nov. 15, 2022
Long-term Debt, Fair Value	$ 498

XML

Fair Value of Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]

Roper's debt at March 31, 2013 included $1.9 billion of fixed-rate senior notes with the following fair values (in millions):

$500 million senior notes due 2013	$	512
$400 million senior notes due 2017		403
$500 million senior notes due 2019		604
$500 million senior notes due 2022		498

XML

Earnings Per Share

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Earnings Per Share

3. Earnings Per Share

Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share were calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective period. Potentially dilutive common stock consisted of stock options and the premium over the conversion price on Roper's senior subordinated convertible notes based upon the trading price of Roper's common stock. The effects of potential common stock were determined using the treasury stock method.  Weighted average shares outstanding are as shown below (in thousands):

	Three months ended March 31,
	2013	2012
Basic shares outstanding	98,876	97,039
Effect of potential common stock
Common stock awards	892	1,140
Senior subordinated convertible notes	218	1,128
Diluted shares outstanding	99,986	99,307

For the three months ended March 31, 2013 there were 568,850 outstanding stock options that were not included in the determination of diluted earnings per share because doing so would have been antidilutive, as compared to 454,165 outstanding stock options that would have been antidilutive for the three months ended March 31, 2012.

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Stock Based Compensation (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Notes to Financial Statements [Abstract]
Percentage of eligible earnings to purchase common stock through the employee stock purchase plan	10.00%
Discount on the average closing price for the employee stock purchase plan	5.00%
Stock Based Compensation Expense Table
Stock based compensation	$ 12,977,000	$ 9,954,000
Tax effect recognized in net income	4,542,000	3,484,000
Windfall tax benefit/(shortfall), net	4,312,000	7,415,000
Employee stock options granted during the period	447,850	383,600
Weighted average assumptions used to value option grants Table
Fair value per share ($)	$ 36.53	$ 29.65
Risk-free interest rate (%)	0.80%	0.82%
Expected option life (years)	5 years 2 months 5 days	5 years 2 months 19 days
Expected volatility (%)	36.29%	36.56%
Expected dividend yield (%)	0.57%	0.59%
Cash received from exercise of options	9,100,000	16,900,000
Restricted stock awards granted during period	261,390	258,057
Weighted average fair value per share of restricted stock awards granted during the period	$ 115.36	$ 93.62
Restricted stock awards vested during period	103,795
Weighted average grant date fair value per share	$ 57.64
Weighted average vest date fair value per share	$ 120.14
Shares of stock purchased during the period by participants in the employee stock purchase plan	5,594	6,764
Amount paid for stock purchased during the period by participants in the employee stock purchase plan	$ 640,000	$ 600,000

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Earnings Per Share (Details)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Schedule Of Weighted Average Number Of Shares Outstanding Basic To Diluted
Basic shares outstanding	98,876,000	97,039,000
Effect of potential common stock
Common stock awards	892,000	1,140,000
Senior subordinated convertible notes	218,000	1,128,000
Diluted shares outstanding	99,986,000	99,307,000
Antidilutive stock options	568,850	454,165

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Inventories (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Inventories
Raw materials and supplies	$ 125,415	$ 121,573
Work in process	31,265	29,725
Finished products	85,929	81,536
Inventory reserves	(42,586)	(41,967)
Total Inventory	$ 200,023	$ 190,867

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Goodwill and Other Intangible Assets (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended															3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Mar. 31, 2013 Assets subject to amortization Customer related intangibles	Dec. 31, 2012 Assets subject to amortization Customer related intangibles	Mar. 31, 2013 Assets subject to amortization Unpatented technology	Dec. 31, 2012 Assets subject to amortization Unpatented technology	Mar. 31, 2013 Assets subject to amortization Software	Dec. 31, 2012 Assets subject to amortization Software	Mar. 31, 2013 Assets subject to amortization Patents and other protective rights	Dec. 31, 2012 Assets subject to amortization Patents and other protective rights	Mar. 31, 2013 Assets subject to amortization Trade secrets	Dec. 31, 2012 Assets subject to amortization Trade secrets	Mar. 31, 2013 Assets subject to amortization Trade names	Mar. 31, 2013 Assets not subject to amortization Trade names	Dec. 31, 2012 Assets not subject to amortization Trade names	Mar. 31, 2013 Industrial Technology	Mar. 31, 2013 Energy Systems And Controls	Mar. 31, 2013 Medical And Scientific Imaging	Mar. 31, 2013 RF Technology
Goodwill [Line Items]
Balances	$ 3,868,857															$ 421,755	$ 404,057	$ 1,772,402	$ 1,270,643
Other	445															0	0	0	445
Currency translation adjustments	(21,224)															(6,167)	(2,491)	(6,136)	(6,430)
Balances	3,848,078															415,588	401,566	1,766,266	1,264,658
Schedule Of Other Intangible Assets By Major Class [Line Items]
Cost			1,502,897	1,509,339	206,867	198,609	160,153	160,520	30,272	40,399	1,500	1,500		329,771	331,590
Accumulated amortization			(400,227)	(379,535)	(103,202)	(97,487)	(47,744)	(44,256)	(20,894)	(20,312)	(1,500)	(1,500)	0
Net book value			1,102,670	1,129,804	103,665	101,122	112,409	116,264	9,378	20,087	0	0		329,771	331,590
Amortization expense of other intangible assets	$ 33,084	$ 25,034

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Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Recent Accounting Pronouncements

2. Recent Accounting Pronouncements

In July 2012, the Financial Accounting Standards Board ("FASB") issued an amendment to accounting rules related to the testing of indefinite-lived intangibles.  The new accounting rules permit an entity to first assess qualitative factors to determine if it is more likely than not that an indefinite-lived asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test prescribed under current accounting rules.   Roper adopted this guidance on January 1, 2013.  The guidance did not have an impact on the Company's results of operations, financial position or cash flows.

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Debt (Details) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Extinguishment of Debt [Line Items]
Cash Payments for Debt Conversions (in millions)	$ 52,000	$ 6,297,000
3.75% Senior Subordinated Convertible Notes, Due 2034
Extinguishment of Debt [Line Items]
Stated Interest Rate Percentage - Debt Instruments	3.75%
Maturity Date - Debt Instrument	Jan. 15, 2034
First Conversion Date	Jan. 15, 2009
Number of Notes Converted	113
Cash Payments for Debt Conversions (in millions)	160,000
Deferred Tax Liability (in millions)	300,000
Note Conversions Outstanding	3,495
Outstanding Cash Payments for Debt Conversions	5,500,000
Per Note Conversion Price	$ 461.87
Excess above Principal Note Amount (in millions)	$ 24,000,000

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Condensed Consolidated Statements of Earnings (unaudited) (USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Condensed Consolidated Statements of Earnings
Net sales	$ 737,135	$ 711,066
Cost of sales	315,559	319,873
Gross profit	421,576	391,193
Selling, general and administrative expenses	236,399	220,889
Income from operations	185,177	170,304
Interest expense	20,858	15,483
Other income/(expense)	2,492	490
Earnings before income taxes	161,827	154,331
Income taxes	36,913	46,022
Net earnings	$ 124,914	$ 108,309
Earnings per share:
Basic	$ 1.26	$ 1.12
Diluted	$ 1.25	$ 1.09
Weighted average common shares outstanding:
Basic	98,876	97,039
Diluted	99,986	99,307
Dividends declared per common share	$ 0.1650	$ 0.1375

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Condensed Consolidated Statements of Changes in Stockholders' Equity (unaudited) (USD $) In Thousands	Common stock	Additional paid-in capital	Retained earnings	Accumulated other comprehensive earnings	Treasury stock	Total
Beginning Balance at Dec. 31, 2012	$ 1,006	$ 1,158,001	$ 2,489,858	$ 58,537	$ (19,676)	$ 3,687,726
Net earnings	0	0	124,914	0	0	124,914
Stock option exercises	2	9,589	0	0	0	9,591
Treasury stock sold	0	587	0	0	56	643
Currency translation adjustments, net of tax	0	0	0	(38,489)	0	(38,489)
Stock based compensation	0	12,969	0	0	0	12,969
Restricted stock activity	2	(3,349)	0	0	0	(3,347)
Stock option tax benefit, net of shortfalls	0	4,312	0	0	0	4,312
Conversion of senior subordinated convertible notes	0	195	0	0	0	195
Dividends declared	0	0	(16,338)	0	0	(16,338)
Ending Balance at Mar. 31, 2013	$ 1,010	$ 1,182,304	$ 2,598,434	$ 20,048	$ (19,620)	$ 3,782,176

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Business Segments (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Segment Reporting Information [Line Items]
Net sales	$ 737,135	$ 711,066
Gross Profit	421,576	391,193
Unallocated corporate general and administrative expenses	20,048	16,575
Industrial Technology
Segment Reporting Information [Line Items]
Net sales	182,239	195,136
Percent change in Net Sales	(6.6)
Gross Profit	93,311	98,663
Percent change in Gross Profit	(5.4)
Operating profit	52,945	57,507
Percent change in Operating Profit	(7.9)
Long-Lived assets	45,626	42,698
Percent change in Long-lived assets	6.9
Energy Systems And Controls
Segment Reporting Information [Line Items]
Net sales	145,642	148,602
Percent change in Net Sales	(2)
Gross Profit	80,906	80,408
Percent change in Gross Profit	0.6
Operating profit	35,722	35,657
Percent change in Operating Profit	0.2
Long-Lived assets	19,032	19,439
Percent change in Long-lived assets	(2.2)
Medical And Scientific Imaging
Segment Reporting Information [Line Items]
Net sales	200,444	162,811
Percent change in Net Sales	23.1
Gross Profit	134,869	106,186
Percent change in Gross Profit	27.0
Operating profit	59,928	43,362
Percent change in Operating Profit	38.2
Long-Lived assets	40,198	45,602
Percent change in Long-lived assets	(11.8)
RF Technology
Segment Reporting Information [Line Items]
Net sales	208,810	204,517
Percent change in Net Sales	2.1
Gross Profit	112,490	105,936
Percent change in Gross Profit	6.2
Operating profit	56,630	50,353
Percent change in Operating Profit	12.5
Long-Lived assets	$ 29,158	$ 29,832
Percent change in Long-lived assets	(2.3)

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Stock Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Stock Based Compensation Expense

	Three months endedMarch 31,
	2013	2012
Stock based compensation	$  12,977	$  9,954
Tax effect recognized in net income	4,542	3,484
Windfall tax benefit, net	4,312	7,415

Weighted average assumptions used to value option grants

	Three months ended March 31,
	2013	2012
Fair value per share ($)	36.53	29.65
Risk-free interest rate (%)	0.80	0.82
Expected option life (years)	5.18	5.22
Expected volatility (%)	36.29	36.56
Expected dividend yield (%)	0.57	0.59

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Subsequent Events (Details) (USD $) In Billions, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Subsequent Event [Line Items]
Cash purchase price	$ 1.0
Name of Entity acquired	Managed Health Care Associates, Inc. ("MHA")
Subsequent Event, Date	May 01, 2013

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Goodwill and Other Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Goodwill

The carrying value of goodwill by segment is as follows (in thousands):

	Industrial Technology			Energy Systems & Controls			Medical & Scientific Imaging			RF Technology			Total
Balances at December 31, 2012	$	421,755		$	404,057		$	1,772,402		$	1,270,643		$	3,868,857
Other		-			-			-			445			445
Currency translation adjustments		(6,167	)		(2,491	)		(6,136	)		(6,430	)		(21,224	)
Balances at March 31, 2013	$	415,588		$	401,566		$	1,766,266		$	1,264,658		$	3,848,078

Other Intangible Assets

Other intangible assets are comprised of (in thousands):

	Cost		Accumulatedamortization			Net bookvalue
Assets subject to amortization:
Customer related intangibles	$	1,509,339	$	(379,535	)	$	1,129,804
Unpatented technology		198,609		(97,487	)		101,122
Software		160,520		(44,256	)		116,264
Patents and other protective rights		40,399		(20,312	)		20,087
Trade secrets		1,500		(1,500	)		-
Assets not subject to amortization:
Trade names		331,590		-			331,590
Balances at December 31, 2012	$	2,241,957	$	(543,090	)	$	1,698,867
Assets subject to amortization:
Customer related intangibles	$	1,502,897	$	(400,227	)	$	1,102,670
Unpatented technology		206,867		(103,202	)		103,665
Software		160,153		(47,744	)		112,409
Patents and other protective rights		30,272		(20,894	)		9,378
Trade secrets		1,500		(1,500	)		-
Assets not subject to amortization:
Trade names		329,771		-			329,771
Balances at March 31, 2013	$	2,231,460	$	(573,567	)	$	1,657,893

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Basis of Presentation

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying condensed consolidated financial statements for the three month periods ended March 31, 2013 and 2012 are unaudited. In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, which include only normal recurring adjustments, necessary to state fairly the financial position, results of operations, comprehensive income and cash flows of Roper Industries, Inc. and its subsidiaries ("Roper" or the "Company") for all periods presented. The December 31, 2012 financial position data included herein was derived from the audited consolidated financial statements included in the 2012 Annual Report on Form 10-K ("Annual Report") but does not include all disclosures required by U.S. generally accepted accounting principles ("GAAP").

Roper's management has made a number of estimates and assumptions relating to the reporting of assets and liabilities and the disclosure of contingent assets and liabilities to prepare these condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates.

The results of operations for the three month period ended March 31, 2013 are not necessarily indicative of the results to be expected for the full year. You should read these unaudited condensed consolidated financial statements in conjunction with Roper's consolidated financial statements and the notes thereto included in its 2012 Annual Report filed on February 25, 2013 with the Securities and Exchange Commission ("SEC").

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Condensed Consolidated Statements of Comprehensive Income (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Condensed Consolidated Statements of Comprehensive Income (unaudited) [Abstract]
Net earnings	$ 124,914	$ 108,309
Comprehensive income, net of tax
Foreign currency translation adjustments	(38,489)	19,161
Total other comprehensive income, net of tax	(38,489)	19,161
Comprehensive income	$ 86,425	$ 127,470

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Subsequent Events

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Subsequent Events [Text Block]

11. Subsequent Events

On May 1, 2013, Roper acquired Managed Health Care Associates, Inc. ("MHA"), in an all-cash transaction valued at $1.0 billion.  MHA is a leading provider of services and technologies to support the diverse and complex needs of alternate site health care providers who deliver services outside of an acute care hospital setting.

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Document and Entity Information (USD $)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Roper Industries Inc
Entity Central Index Key	0000882835
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float		$ 9,748,714,212
Entity Common Stock, Shares Outstanding	99,018,313
Document Fiscal Year Focus	2013
Document Fiscal Period Focus	Q1
Document Type	10-Q
Amendment Flag	true
Amendment Description	Amendment to include XBRL documents
Document Period End Date	Mar. 31, 2013

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Earnings Per Share (Policies)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Earnings Per Share Policy

Basic earnings per share were calculated using net earnings and the weighted average number of shares of common stock outstanding during the respective period. Diluted earnings per share were calculated using net earnings and the weighted average number of shares of common stock and potential common stock outstanding during the respective period. Potentially dilutive common stock consisted of stock options and the premium over the conversion price on Roper's senior subordinated convertible notes based upon the trading price of Roper's common stock. The effects of potential common stock were determined using the treasury stock method.  Weighted average shares outstanding are as shown below (in thousands):

	Three months ended March 31,
	2013	2012
Basic shares outstanding	98,876	97,039
Effect of potential common stock
Common stock awards	892	1,140
Senior subordinated convertible notes	218	1,128
Diluted shares outstanding	99,986	99,307

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Condensed Consolidated Balance Sheets (unaudited) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Assets
Cash and cash equivalents	$ 430,022	$ 370,590
Accounts receivable, net	483,861	526,408
Inventories, net	200,023	190,867
Deferred taxes	47,372	41,992
Unbilled receivables	84,948	72,193
Other current assets	38,830	43,492
Total current assets	1,285,056	1,245,542
Property, plant and equipment, net	110,637	110,397
Goodwill	3,848,078	3,868,857
Other intangible assets, net	1,657,893	1,698,867
Deferred taxes	82,288	78,644
Other assets	69,038	68,797
Total assets	7,052,990	7,071,104
Liabilities and Stockholders' Equity
Accounts payable	138,541	138,340
Accrued Compensation	80,043	110,724
Deferred Revenue, Current	190,678	185,912
Accrued liabilities	133,403	128,351
Income taxes payable	15,378	0
Deferred taxes	8,216	3,868
Current portion of long-term debt, net	516,514	519,015
Total current liabilities	1,082,773	1,086,210
Long-term debt, net of current portion	1,403,259	1,503,107
Deferred taxes	701,567	707,278
Other liabilities	83,215	86,783
Total liabilities	3,270,814	3,383,378
Common stock	1,010	1,006
Additional paid-in capital	1,182,304	1,158,001
Retained earnings	2,598,434	2,489,858
Accumulated other comprehensive earnings	20,048	58,537
Treasury stock	(19,620)	(19,676)
Total stockholders' equity	3,782,176	3,687,726
Total liabilities and stockholders' equity	$ 7,052,990	$ 7,071,104

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Goodwill and Other Intangible Assets

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

6. Goodwill and Other Intangible Assets

The carrying value of goodwill by segment is as follows (in thousands):

	Industrial Technology			Energy Systems & Controls			Medical & Scientific Imaging			RF Technology			Total
Balances at December 31, 2012	$	421,755		$	404,057		$	1,772,402		$	1,270,643		$	3,868,857
Other		-			-			-			445			445
Currency translation adjustments		(6,167	)		(2,491	)		(6,136	)		(6,430	)		(21,224	)
Balances at March 31, 2013	$	415,588		$	401,566		$	1,766,266		$	1,264,658		$	3,848,078

Other intangible assets are comprised of (in thousands):

	Cost		Accumulatedamortization			Net bookvalue
Assets subject to amortization:
Customer related intangibles	$	1,509,339	$	(379,535	)	$	1,129,804
Unpatented technology		198,609		(97,487	)		101,122
Software		160,520		(44,256	)		116,264
Patents and other protective rights		40,399		(20,312	)		20,087
Trade secrets		1,500		(1,500	)		-
Assets not subject to amortization:
Trade names		331,590		-			331,590
Balances at December 31, 2012	$	2,241,957	$	(543,090	)	$	1,698,867
Assets subject to amortization:
Customer related intangibles	$	1,502,897	$	(400,227	)	$	1,102,670
Unpatented technology		206,867		(103,202	)		103,665
Software		160,153		(47,744	)		112,409
Patents and other protective rights		30,272		(20,894	)		9,378
Trade secrets		1,500		(1,500	)		-
Assets not subject to amortization:
Trade names		329,771		-			329,771
Balances at March 31, 2013	$	2,231,460	$	(573,567	)	$	1,657,893

Amortization expense of other intangible assets was $33,084 and $25,034 during the three months ended March 31, 2013 and 2012, respectively.

An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There have been no events or changes in circumstances which indicate an impairment in 2013. The Company expects to perform the annual analysis during the fourth quarter.

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Inventories

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Inventories

5. Inventories

	March 31,2013			December 31,2012
	(in thousands)
Raw materials and supplies	$	125,415		$	121,573
Work in process		31,265			29,725
Finished products		85,929			81,536
Inventory reserves		(42,586	)		(41,967	)
	$	200,023		$	190,867

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Inventories (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Inventories

5. Inventories

	March 31,2013			December 31,2012
	(in thousands)
Raw materials and supplies	$	125,415		$	121,573
Work in process		31,265			29,725
Finished products		85,929			81,536
Inventory reserves		(42,586	)		(41,967	)
	$	200,023		$	190,867

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Stock Based Compensation (Policies)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Stock Based Compensation

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following weighted average assumptions were used to estimate the fair value of options granted during current and prior year quarters using the Black-Scholes option-pricing model:

	Three months ended March 31,
	2013	2012
Fair value per share ($)	36.53	29.65
Risk-free interest rate (%)	0.80	0.82
Expected option life (years)	5.18	5.22
Expected volatility (%)	36.29	36.56
Expected dividend yield (%)	0.57	0.59

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Contingencies

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Contingencies

9. Contingencies

Roper, in the ordinary course of business, is the subject of, or a party to, various pending or threatened legal actions, including product liability and employment practices. It is vigorously contesting all lawsuits that, in general, are based upon claims of the kind that have been customary over the past several years. After analyzing the Company's contingent liabilities on a gross basis and, based upon past experience with resolution of its product liability and employment practices claims and the limits of the primary, excess, and umbrella liability insurance coverages that are available with respect to pending claims, management believes that adequate provision has been made to cover any potential liability not covered by insurance, and that the ultimate liability, if any, arising from these actions should not have a material adverse effect on Roper's consolidated financial position, results of operations or cash flows.

Over recent years there has been an increase in certain U.S. states in asbestos-related litigation claims against numerous industrial companies. Roper or its subsidiaries have been named defendants in some such cases. No significant resources have been required by Roper to respond to these cases and the Company believes it has valid defenses to such claims and, if required, intends to defend them vigorously. Given the state of these claims it is not possible to determine the potential liability, if any.

Roper's financial statements include accruals for potential product liability and warranty claims based on its claims experience. Such costs are accrued at the time revenue is recognized. A summary of the warranty accrual activity for the three months ended March 31, 2013 is presented below (in thousands):

Balance at December 31, 2012	$	9,755
Additions charged to costs and expenses		2,624
Deductions		(2,219	)
Other		(177	)
Balance at March 31, 2013	$	9,983

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Debt

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Debt

7. Debt

Roper's 3.75% senior subordinated convertible notes due 2034 became convertible on January 15, 2009.  During the three month period ended March 31, 2013, 113 notes were converted by note holders for $0.16 million in cash.  No gain or loss was recorded upon these conversions.  In addition, a related $0.3 million deferred tax liability associated with excess deductions recorded for tax purposes was relieved to additional paid-in capital upon the conversions.

At March 31, 2013, the conversion of 3,495 notes was pending, with a settlement date of April 4, 2013.  The conversion resulted in the payment of $5.5 million in cash.

At March 31, 2013, the conversion price on the remaining outstanding notes was $461.87.  If converted at March 31, 2013, the value would have exceeded the $10 million principal amount of the outstanding notes by $24 million and could have resulted in the issuance of 193,257 shares of Roper's common stock.

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Fair Value of Financial Instruments

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Fair Value of Financial Instruments

8. Fair Value of Financial Instruments

Roper's debt at March 31, 2013 included $1.9 billion of fixed-rate senior notes with the following fair values (in millions):

$500 million senior notes due 2013	$	512
$400 million senior notes due 2017		403
$500 million senior notes due 2019		604
$500 million senior notes due 2022		498

The fair values of the senior notes are based on the trading prices of the notes, which the Company has determined to be Level 2 in the FASB fair value hierarchy.  Short-term debt included $12 million of fixed-rate convertible notes which were at fair value due to the ability of note holders to exercise the conversion option of the notes.

The Company manages interest rate risk by maintaining a combination of fixed- and variable-rate debt, which may include interest rate swaps to convert fixed-rate debt to variable-rate debt, or to convert variable-rate debt to fixed-rate debt.   At March 31, 2013, an aggregate notional amount of $500 million in interest rate swaps designated as fair value hedges effectively changed Roper's $500 million senior notes due 2013 with a fixed interest rate of 6.625% to a variable-rate obligation at a weighted average spread of 4.377% plus the 3 month London Interbank Offered Rate ("LIBOR").

The swaps are recorded at fair value in the balance sheet as assets or liabilities, and the changes in fair value of both the interest rate swap and the hedged senior notes due 2013 are recorded as interest expense. At March 31, 2013, the fair value of the swap was an asset balance of $3.4 million and was reported in other current assets. There was a corresponding increase of $2.6 million in the notes being hedged, which was reported as current portion of long-term debt.  The impact on earnings for the three months ended March 31, 2013 was immaterial. The Company has determined the swaps to be Level 2 in the FASB fair value hierarchy, and uses inputs other than quoted prices that are observable for the asset or liability, including interest rates, yield curves and credit risks in order to value the instruments.

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Business Segments

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Business Segments

10. Business Segments

Sales and operating profit by industry segment are set forth in the following table (dollars in thousands):

	Three months ended March 31,
	2013		2012		Change
Net sales:
Industrial Technology	$	182,239	$	195,136	(6.6	)%
Energy Systems & Controls		145,642		148,602	(2.0	)
Medical & Scientific Imaging		200,444		162,811	23.1
RF Technology		208,810		204,517	2.1
Total	$	737,135	$	711,066	3.7	%
Gross profit:
Industrial Technology	$	93,311	$	98,663	(5.4	)%
Energy Systems & Controls		80,906		80,408	0.6
Medical & Scientific Imaging		134,869		106,186	27.0
RF Technology		112,490		105,936	6.2
Total	$	421,576	$	391,193	7.8	%
Operating profit*:
Industrial Technology	$	52,945	$	57,507	(7.9	)%
Energy Systems & Controls		35,722		35,657	0.2
Medical & Scientific Imaging		59,928		43,362	38.2
RF Technology		56,630		50,353	12.5
Total	$	205,225	$	186,879	9.8	%
Long-lived assets:
Industrial Technology	$	45,626	$	42,698	6.9	%
Energy Systems & Controls		19,032		19,439	(2.2	)
Medical & Scientific Imaging		40,198		45,602	(11.8	)
RF Technology		29,158		29,832	(2.3	)
Total	$	134,014	$	137,571	(2.6	)%

* Segment operating profit is before unallocated corporate general and administrative expenses of $20,048 and $16,575 for the three months ended March 31, 2013 and 2012, respectively.

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Contingencies (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Warranty Accrual Activity Table
Balance	$ 9,755
Additions charged to costs and expenses	2,624
Deductions	(2,219)
Other	(177)
Balance	$ 9,983

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Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Schedule Of Weighted Average Number Of Shares Outstanding Basic To Diluted

	Three months ended March 31,
	2013	2012
Basic shares outstanding	98,876	97,039
Effect of potential common stock
Common stock awards	892	1,140
Senior subordinated convertible notes	218	1,128
Diluted shares outstanding	99,986	99,307

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Contingencies (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Warranty Accrual Activity Table

Balance at December 31, 2012	$	9,755
Additions charged to costs and expenses		2,624
Deductions		(2,219	)
Other		(177	)
Balance at March 31, 2013	$	9,983

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Condensed Consolidated Statements of Cash Flows (unaudited) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash flows from operating activities:
Net earnings	$ 124,914	$ 108,309
Adjustments to reconcile net earnings to cash flows from operating activities:
Depreciation and amortization of property, plant and equipment	9,342	9,449
Amortization of intangible assets	34,099	26,018
Amortization of deferred financing costs	837	591
Non-cash stock compensation	12,977	9,954
Changes in operating assets and liabilities, net of acquired businesses:
Accounts receivable	27,590	20,666
Unbilled receivables	(13,136)	(4,698)
Inventories	(11,687)	(7,462)
Accounts payable and accrued liabilities	(25,510)	(35,936)
Income taxes	16,348	13,720
Other, net	(4,506)	846
Cash provided by operating activities	171,268	141,457
Cash flows from investing activities:
Acquisitions of businesses, net of cash acquired	(2,240)	(19,007)
Capital expenditures	(11,205)	(10,008)
Proceeds from sale of assets	236	464
Other, net	(1)	(245)
Cash used in investing activities	(13,210)	(28,796)
Cash flows from financing activities:
Borrowings/(payments) under revolving line of credit, net	(100,000)	0
Principal payments on convertible notes	(52)	(6,297)
Cash dividends to stockholders	0	(13,290)
Stock award tax excess windfall benefit	4,364	7,505
Treasury stock sales	642	600
Proceeds from stock based compensation, net	6,229	16,873
Cash Premium on Convertible Debt	(109)	(6,576)
Other	122	(1,089)
Cash provided by/(used in) financing activities	(88,804)	(2,274)
Effect of foreign currency exchange rate changes on cash	(9,822)	3,230
Net increase/(decrease) in cash and cash equivalents	59,432	113,617
Cash and cash equivalents, end of period	370,590	338,101
Cash and cash equivalents, end of period	$ 430,022	$ 451,718

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Stock Based Compensation

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Stock-Based Compensation

4. Stock Based Compensation

The Roper Industries, Inc. Amended and Restated 2006 Incentive Plan is a stock based compensation plan used to grant incentive stock options, nonqualified stock options, restricted stock, stock appreciation rights or equivalent instruments to Roper's employees, officers and directors.

Roper's stock purchase plan allows employees in the U.S. and Canada to designate up to 10% of eligible earnings to purchase Roper's common stock at a 5% discount to the average closing price of the stock at the beginning and end of a quarterly offering period. The common stock sold to the employees may be either treasury stock, stock purchased on the open market, or newly issued shares.

The following table provides information regarding the Company's stock based compensation expense (in thousands):

	Three months endedMarch 31,
	2013	2012
Stock based compensation	$  12,977	$  9,954
Tax effect recognized in net income	4,542	3,484
Windfall tax benefit, net	4,312	7,415

Stock Options - In the quarter ended March 31, 2013, 447,850 options were granted with a weighted average fair value of $36.53 per option. During the same period in 2012, 383,600 options were granted with a weighted average fair value of $29.65 per option. All options were issued at grant date fair value, which is defined by the Plan as the closing price of Roper's common stock on the date of grant.

Roper records compensation expense for employee stock options based on the estimated fair value of the options on the date of grant using the Black-Scholes option-pricing model. Historical data is used to estimate the expected price volatility, the expected dividend yield, the expected option life and the expected forfeiture rate. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The following weighted average assumptions were used to estimate the fair value of options granted during current and prior year quarters using the Black-Scholes option-pricing model:

	Three months ended March 31,
	2013	2012
Fair value per share ($)	36.53	29.65
Risk-free interest rate (%)	0.80	0.82
Expected option life (years)	5.18	5.22
Expected volatility (%)	36.29	36.56
Expected dividend yield (%)	0.57	0.59

Cash received from option exercises for the three months ended March 31, 2013 and 2012 was $9.1 million and $16.9 million, respectively.

Restricted Stock Awards - During the quarter ended March 31, 2013, 261,390 restricted stock awards were granted with a weighted average fair value of $115.36 per restricted share. During the same period in 2012, 258,057 restricted stock awards were granted with a weighted average fair value of $93.62 per restricted share. All grants were issued at grant date fair value.

During the quarter ended March 31, 2013, 103,795 restricted awards vested with a weighted average grant date fair value of $57.64 per restricted share, and a weighted average vest date fair value of $120.14 per restricted share.

Employee Stock Purchase Plan - During the three month periods ended March 31, 2013 and 2012, participants of the employee stock purchase plan purchased 5,594 and 6,764 shares, respectively, of Roper's common stock for total consideration of $0.64 million and $0.60 million, respectively. All shares were purchased from Roper's treasury shares.

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Business Segments (Tables)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Sales and operating profit by business segment Table

10. Business Segments

Sales and operating profit by industry segment are set forth in the following table (dollars in thousands):

	Three months ended March 31,
	2013		2012		Change
Net sales:
Industrial Technology	$	182,239	$	195,136	(6.6	)%
Energy Systems & Controls		145,642		148,602	(2.0	)
Medical & Scientific Imaging		200,444		162,811	23.1
RF Technology		208,810		204,517	2.1
Total	$	737,135	$	711,066	3.7	%
Gross profit:
Industrial Technology	$	93,311	$	98,663	(5.4	)%
Energy Systems & Controls		80,906		80,408	0.6
Medical & Scientific Imaging		134,869		106,186	27.0
RF Technology		112,490		105,936	6.2
Total	$	421,576	$	391,193	7.8	%
Operating profit*:
Industrial Technology	$	52,945	$	57,507	(7.9	)%
Energy Systems & Controls		35,722		35,657	0.2
Medical & Scientific Imaging		59,928		43,362	38.2
RF Technology		56,630		50,353	12.5
Total	$	205,225	$	186,879	9.8	%
Long-lived assets:
Industrial Technology	$	45,626	$	42,698	6.9	%
Energy Systems & Controls		19,032		19,439	(2.2	)
Medical & Scientific Imaging		40,198		45,602	(11.8	)
RF Technology		29,158		29,832	(2.3	)
Total	$	134,014	$	137,571	(2.6	)%

* Segment operating profit is before unallocated corporate general and administrative expenses of $20,048 and $16,575 for the three months ended March 31, 2013 and 2012, respectively.

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Goodwill and Other Intangible Assets (Policies)

3 Months Ended

Mar. 31, 2013

Notes to Financial Statements [Abstract]

Goodwill and Intangible Assets Policy

An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. There have been no events or changes in circumstances which indicate an impairment in 2013. The Company expects to perform the annual analysis during the fourth quarter.