8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-K

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

October 26, 2015

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

1-12273	51-0263969
(COMMISSION FILE NUMBER)	(IRS EMPLOYER IDENTIFICATION NO.)
6901 PROFESSIONAL PKWY. EAST, SUITE 200, SARASOTA, FLORIDA	34240
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)	(ZIP CODE)

(941) 556-2601

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

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

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

Item 2.02. Results of Operations and Financial Condition.

On October 26, 2015, Roper Technologies, Inc. (the "Company") issued a press release containing information about the Company's results of operations for the quarter ended September 30, 2015. A copy of the press release is furnished as Exhibit 99.1.  In the press release, the Company uses several non-GAAP financial measures: non-GAAP Revenue, non-GAAP Gross Margin, non-GAAP Operating Margin, non-GAAP Net Income, non-GAAP Diluted Earnings per Share, EBITDA and Free Cash Flow.

Business combination accounting rules required Roper to account for the fair value of deferred revenue assumed in connection with the 2014 acquisitions of Foodlink and Strategic Healthcare Programs and the 2015 acquisitions of Data Innovations, SoftWriters, Strata Decision Technology and On Center Software. The fair value is based on the assumed cost of having a third-party provide the relevant support services rather than the contracted amount under the contracts. Because the fair value is less than the contracted amount, Roper's GAAP revenues for the one year period subsequent to the acquisitions will not reflect the full amount of revenue that would have otherwise been recorded by the acquired companies had they remained independent companies. The Adjusted Revenue measure is intended to reflect the full amount that would have recognized as revenue, absent the fair value adjustment.

Business combination accounting rules require Roper to increase the carrying value of inventory acquired to fair value at the date of purchase (inventory step-up).  Roper's GAAP gross profit for the two quarters subsequent to the acquisition of Innovative Product Achievements ("IPA") in the third quarter of 2014 did not reflect the full amount of gross profit that would have otherwise been recorded by IPA had they remained an independent company.  Roper's GAAP gross profit for the four months subsequent to the acquisition of RF IDeas in the third quarter of 2015 will not reflect the full amount of gross profit that would have otherwise been recorded by RF IDeas had they remained an independent company. The Adjusted Gross Profit measure is intended to reflect the full amount that would have been recognized by these companies, absent the fair value adjustment.

The non-GAAP Revenue, non-GAAP Gross Margin, non-GAAP Operating Margin, non-GAAP Net Income and non-GAAP Diluted Earnings per Share reflect these fair value adjustments. The Company believes these non-GAAP measures are useful to investors as a measure of the ongoing performance of its business.

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

Free Cash Flow is defined as "Cash Provided by Operating Activities" ("Operating Cash Flow") as stated in Roper's Consolidated Statements of Cash Flows, reduced by capital expenditures. The Company believes that Free Cash Flow is useful to investors as a basis for comparing its performance with other companies. Roper's measure of Free Cash Flow may not be comparable to similar measures used by other companies.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release of the Company dated October 26, 2015.

Signatures

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

	Roper Technologies, Inc.
	(Registrant)
BY:	/s/ John Humphrey
	John Humphrey, Executive Vice President and Chief Financial Officer	Date: October 26, 2015

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release of the Company dated October 26, 2015

EX-99.1

Exhibit 99.1

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

Roper Technologies Announces Record Third Quarter Results

GAAP DEPS of $1.58; Adjusted DEPS of $1.61

YTD Free Cash Flow Increased 15% to $632 million

Sarasota, Florida, October 26, 2015 ... Roper Technologies, Inc. (NYSE: ROP) reported financial results for the third quarter ended September 30, 2015.

Roper reports results, including revenue, gross margin, operating margin, net income and diluted earnings per share, on a GAAP and adjusted basis.  Adjusted measures are reconciled to the corresponding GAAP measures at the end of this release.

Third quarter GAAP diluted earnings per share (DEPS) were $1.58, a 3% increase over the prior year, and adjusted DEPS were $1.61, a 4% increase.  GAAP revenue was $884 million and adjusted revenue increased to $886 million.  GAAP operating profit increased 2% to $250 million, representing 28.3% of revenue.  Adjusted operating profit increased to $255 million and adjusted operating margin increased 80 basis points to 28.7%.  Orders increased to $894 million and enterprise book-to-bill was 1.01x for the quarter.

GAAP gross margin increased 110 basis points over the prior year to 60.4% and adjusted gross margin increased to 60.7%, a 130 basis point gain.  Operating cash flow increased to $227 million, or 25.6% of adjusted revenue, and free cash flow increased to $220 million.  Year to date free cash flow increased to $632 million, 15% higher than the prior year.

"Our businesses executed very well in the quarter despite continued headwinds in some energy markets and foreign currency translation," said Brian Jellison, Roper's Chairman, President and CEO.  "Margin performance continued to be exceptional across the enterprise. EBITDA margins increased to a record 34.4% in the quarter.  Our medical, software and toll and traffic businesses continued to grow organically."

Acquisitions

On October 21, 2015, Roper completed the acquisition of Aderant Holdings, Inc. and on October 2, 2015, Roper completed the sale of ABEL Pumps LP to Hillenbrand, Inc.

"We have now deployed over $1.7 billion in acquisitions in 2015.  We continue to execute on our disciplined acquisition strategy focused on companies with leadership positions in niche markets with high recurring revenue, strong cash returns and excellent management teams," said Mr. Jellison.

Roper also announced that it has signed a definitive agreement to acquire CliniSys Group Ltd., a leading European provider of laboratory information management systems, for £170 million.  CliniSys expands Roper's suite of diagnostic-related software.  Roper expects the acquisition to be completed in the first quarter of 2016, following the completion of customary merger control review.

2015 Outlook and Guidance

Roper is updating its full year adjusted diluted earnings per share guidance to $6.69 – $6.75, from its previous range of $6.61 - $6.75, and establishing fourth quarter adjusted diluted earnings per share guidance of $1.83 - $1.89.  The company's guidance excludes the impact of any future acquisitions or divestitures.

Use of Non-GAAP Financial Information

The company supplements its consolidated financial statements presented on a GAAP basis with certain non-GAAP financial information to provide investors with greater insight, increase transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making.  Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial schedules or tables.  The non-GAAP financial measures disclosed by the company should not be considered a substitute for, or superior to, financial measures prepared in accordance with GAAP, and the financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

Table 1:  Q3 Revenue Growth Detail

	Q3 2015	Q3 2014	V%
Q3 GAAP Revenue	$884M	$884M	--%
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center)	2	1
Q3 Adjusted Revenue	$886M	$885M	--%

Components of Adjusted Revenue Growth
Organic	(2%)
Acquisitions / Divestitures	5%
Foreign Exchange	(3%)
Total Growth	0%

Table 2:  Reconciliation of GAAP DEPS to Adjusted DEPS

	Q3 2015	Q3 2014	V%
GAAP Diluted Earnings Per Share (DEPS)	$1.58	$1.54	3%
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center), net of tax @35% Add:  Acquisition-Related Inventory Step-up Charge (IPA, RF IDeas), net of tax @35%	$0.01	$0.01
	$0.01	--
Rounding	$0.01	--
	$1.61	$1.55	4%

Table 3:  Free Cash Flow Reconciliation

	YTD 2015	YTD 2014	V%
Operating Cash Flow	$660M	$579M	14%
Less:  Capital Expenditures	(28)	(30)
Free Cash Flow	$632M	$549M	15%

Table 4:  Adjusted Revenue and Adjusted Gross Margin Reconciliation

	2015	2014	V bps
Q3 GAAP Revenue	$883.9M	$884.1M
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center)	2.2	0.9
Rounding	--	0.1
Q3 Adjusted Revenue (A)	$886.1M	$885.1M
Q3 GAAP Gross Profit	$533.5M	$524.0M
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center)	2.2	0.9
Add: Acquisition-Related Inventory Step-up Charge (IPA, RF IDeas)	2.0	0.4
Rounding	--	0.1
Adjusted Gross Profit (B)	$537.7M	$525.4M
GAAP Gross Margin	60.4%	59.3%	+110 bps
Adjusted Gross Margin (B) / (A)	60.7%	59.4%	+130 bps

Table 5:  Adjusted Revenue and Adjusted Operating Margin Reconciliation

	2015	2014	V bps
Q3 GAAP Revenue	$883.9M	$884.1M
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center)	2.2	0.9
Rounding	--	0.1
Q3 Adjusted Revenue (A)	$886.1M	$885.1M
Q3 GAAP Operating Profit	$250.4M	$245.7M
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center)	2.2	0.9
Add: Acquisition-Related Inventory Step-up Charge (IPA, RF IDeas)	2.0	0.4
Rounding	(0.1)	--
Adjusted Operating Profit (B)	$254.5M	$247.0M
GAAP Operating Margin	28.3%	27.8%	+50 bps
Adjusted Operating Margin (B) / (A)	28.7%	27.9%	+80 bps

Table 6:  Adjusted Revenue and EBITDA Margin Reconciliation

	2015	2014	V bps
Q3 GAAP Revenue	$883.9M	$884.1M
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations, On Center)	2.2	0.9
Rounding	--	0.1
Q3 Adjusted Revenue (A)	$886.1M	$885.1M
Q3 GAAP Net Earnings	$160.4M	$155.5M
Add:  Interest Expense	20.4	20.0
Add:  Taxes	69.8	70.7
Add:  Depreciation	9.0	10.4
Add:  Amortization	41.0	39.7
Add:  Purchase Accounting Adjustment to Acquired Deferred Revenue (FoodLink, SHP, Strata, SoftWriters, Data Innovations)	2.2	0.9
Add: Acquisition-Related Inventory Step-up Charge (IPA, RF IDeas)	2.0	0.4
EBITDA (B)	$304.8M	$297.6M
EBITDA Margin (B) / (A)	34.4%	33.6%	+80 bps

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

A conference call to discuss these results has been scheduled for 8:30 AM ET on Monday, October 26, 2015.  The call can be accessed via webcast or by dialing +1 888-468-2440 (US/Canada) or +1 719-457-1512, using confirmation code 363379.  Webcast information and conference call materials will be made available in the Investors section of Roper's website (www.ropertech.com) prior to the start of the call. The webcast can also be accessed directly by using the following URL https://www.webcaster4.com/Webcast/Page/866/11027.  Telephonic replays will be available for up to two weeks by calling +1 719-457-0820 and using the access code 363379.

About Roper Technologies

Roper Technologies is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper designs and develops software (both software-as-a-service and licensed), and engineered products and solutions for healthcare, transportation, food, energy, water, education and other niche markets worldwide. Additional information about Roper is available on the company's website at www.ropertech.com.

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

# # #

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets (unaudited)
(Amounts in thousands)
	September 30,			December 31,
ASSETS	2015			2014
CURRENT ASSETS:
Cash and cash equivalents	$	700,578		$	610,430
Accounts receivable		489,183			511,538
Inventories		200,820			193,766
Unbilled receivable		105,787			96,409
Deferred taxes		62,506			54,199
Assets held for sale		36,780			-
Other current assets		52,225			45,763
Total current assets		1,647,879			1,512,105
PROPERTY, PLANT AND EQUIPMENT, NET		105,280			110,876
OTHER ASSETS:
Goodwill		5,325,844			4,710,691
Other intangible assets, net		2,246,710			1,978,729
Deferred taxes		31,534			27,496
Other assets		75,752			73,037
Total other assets		7,679,840			6,789,953
TOTAL ASSETS	$	9,432,999		$	8,412,934
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable	$	142,261		$	143,847
Accrued compensation		107,266			117,374
Deferred revenue		237,289			190,953
Other accrued liabilities		160,312			160,738
Deferred taxes		2,993			3,943
Current portion of long-term debt		6,911			11,092
Total current liabilities		657,032			627,947
NONCURRENT LIABILITIES:
Long-term debt		2,792,067			2,203,031
Deferred taxes		769,730			735,826
Other liabilities		85,265			90,770
Total liabilities		4,304,094			3,657,574
STOCKHOLDERS' EQUITY:
Common stock		1,026			1,021
Additional paid-in capital		1,392,296			1,325,338
Retained earnings		3,932,195			3,520,201
Accumulated other comprehensive earnings		(177,472	)		(71,927	)
Treasury stock		(19,140	)		(19,273	)
Total stockholders' equity		5,128,905			4,755,360
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$	9,432,999		$	8,412,934

Roper Technologies, Inc. and Subsidiaries 

Condensed Consolidated Statements of Earnings (unaudited)

(Amounts in thousands, except per share data)

	Three months ended				Nine months ended
	September 30,				September 30,
	2015		2014		2015			2014
Net sales	$	883,933	$	884,122	$	2,638,755		$	2,603,349
Cost of sales		350,450		360,082		1,053,200			1,067,191
Gross profit		533,483		524,040		1,585,555			1,536,158
Selling, general and administrative expenses		283,112		278,382		836,314			820,434
Income from operations		250,371		245,658		749,241			715,724
Interest expense		20,369		20,013		60,382			59,352
Other income/(expense)		251		552		(1,948	)		1,042
Earnings from continuing operations before
income taxes		230,253		226,197		686,911			657,414
Income taxes		69,836		70,687		199,441			197,317
Net Earnings	$	160,417	$	155,510	$	487,470		$	460,097
Earnings per share:
Basic	$	1.59	$	1.55	$	4.85		$	4.61
Diluted	$	1.58	$	1.54	$	4.80		$	4.56
Weighted average common and common
equivalent shares outstanding:
Basic		100,681		100,068		100,545			99,837
Diluted		101,607		101,006		101,512			100,803

Roper Technologies, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (unaudited)
(Amounts in thousands)
	Nine months ended
	September 30,
	2015			2014
Net earnings	$	487,470		$	460,097
Non-cash items:
Depreciation		28,454			30,442
Amortization		119,766			117,179
Stock-based compensation expense		47,035			47,011
Income taxes		(35,165	)		(54,178	)
Changes in assets and liabilities:
Receivables		26,051			(21,840	)
Inventory		(7,047	)		(8,833	)
Accounts payable		(2,085	)		(4,969	)
Accrued liabilities		(6,603	)		15,311
Other, net		1,691			(988	)
Cash provided by operating activities		659,567			579,232
Business acquisitions, net of cash acquired		(1,024,779	)		(305,254	)
Capital expenditures		(27,503	)		(29,835	)
Other, net		(4,369	)		(5,304	)
Cash used by investing activities		(1,056,651	)		(340,393	)
Principal debt payments		(4,006	)		(561	)
Revolver borrowings/(payments), net		590,000			(95,000	)
Dividends		(75,210	)		(59,827	)
Excess tax benefit from share-based payment		11,593			14,892
Proceeds from stock-based compensation, net		19,237			26,424
Premium on convertible debt conversions		(13,126	)		(1,518	)
Other, net		844			2,118
Cash provided by/(used by) financing activities		529,332			(113,472	)
Effect of exchange rate changes on cash		(42,100	)		(20,975	)
Net increase in cash and equivalents		90,148			104,392
Cash and equivalents, beginning of period		610,430			459,720
Cash and equivalents, end of period	$	700,578		$	564,112

Roper Technologies, Inc. and Subsidiaries

Selected Segment Financial Data (unaudited)  

(Amounts in thousands and percents of net sales)

	Three months ended September 30,										Nine months ended September 30,
	2015					2014					2015					2014
	Amount		%			Amount		%			Amount		%			Amount		%
Net sales:
Medical & Scientific Imaging	$	299,621				$	268,809				$	893,583				$	793,899
RF Technology		253,556					238,860					752,068					710,143
Industrial Technology		186,147					205,688					563,342					607,503
Energy Systems & Controls		144,609					170,765					429,762					491,804
Total	$	883,933				$	884,122				$	2,638,755				$	2,603,349
Gross profit:
Medical & Scientific Imaging	$	222,655		74.3	%	$	193,132		71.8	%	$	660,971		74.0	%	$	572,738		72.1	%
RF Technology		133,692		52.7	%		127,663		53.4	%		397,874		52.9	%		375,901		52.9	%
Industrial Technology		92,245		49.6	%		104,012		50.6	%		281,052		49.9	%		306,464		50.4	%
Energy Systems & Controls		84,891		58.7	%		99,233		58.1	%		245,658		57.2	%		281,055		57.1	%
Total	$	533,483		60.4	%	$	524,040		59.3	%	$	1,585,555		60.1	%	$	1,536,158		59.0	%
Operating profit*:
Medical & Scientific Imaging	$	108,399		36.2	%	$	91,227		33.9	%	$	325,439		36.4	%	$	275,379		34.7	%
RF Technology		74,604		29.4	%		69,351		29.0	%		228,521		30.4	%		203,183		28.6	%
Industrial Technology		52,298		28.1	%		62,046		30.2	%		162,383		28.8	%		178,540		29.4	%
Energy Systems & Controls		42,300		29.3	%		49,033		28.7	%		110,424		25.7	%		130,844		26.6	%
Total	$	277,601		31.4	%	$	271,657		30.7	%	$	826,767		31.3	%	$	787,946		30.3	%
Net Orders:
Medical & Scientific Imaging	$	317,743				$	270,881				$	900,176				$	799,021
RF Technology		245,694					243,363					751,143					713,536
Industrial Technology		184,846					205,945					555,431					611,074
Energy Systems & Controls		145,478					173,172					416,803					490,106
Total	$	893,761				$	893,361				$	2,623,553				$	2,613,737
* Operating profit is before unallocated corporate general and administrative expenses. These expenses
were $27,230 and $25,999 for the three months ended September 30, 2015 and 2014, respectively and
$77,526 and $72,222 for the nine months ended September 30, 2015 and 2014, respectively.