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 27, 2014

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)

ROPER INDUSTRIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

DELAWARE

(STATE OR OTHER JURISDICTION OF INCORPORATION)

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

(941) 556-2601

(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

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

�

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

�

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

�

Exhibit 99.1

�

�

�

GAAP Diluted Earnings Per Share (DEPS) $1.54; Adjusted DEPS $1.55

Operating Cash Flow of $226 million, 25.6% of Revenue

Full Year Guidance Increased

Sarasota, Florida, October 27, 2014 ... Roper Industries, Inc. (NYSE: ROP) reported financial results for the third quarter ended September 30, 2014.

Roper reports results  including revenue, 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 $1.54, a 13% increase over last year.� Adjusted diluted earnings per share were $1.55, a 9% increase over last year.� GAAP revenue increased 7% to $884 million and adjusted revenue increased 6% to $885 million.� Orders increased to $893 million and enterprise book-to-bill was 1.01x for the quarter.

GAAP gross margin increased 100 basis points to 59.3% and adjusted gross margin increased to 59.4%, a 70 basis point gain over the prior year.� EBITDA margin was a record 33.6% for the quarter.� Operating cash flow in the quarter was $226 million, representing 145% conversion of GAAP Net Income.

"Our businesses continue to perform exceptionally well," said Brian Jellison, Roper's Chairman, President and CEO.� "Revenue growth in the quarter was broad-based, with organic increases in each segment.� We are encouraged by the continued strength in orders, which exceeded revenue in all four segments.� We delivered free cash flow of $217 million, representing 24.5% of revenue."

"We invested $303 million in three acquisitions during the quarter," continued Mr. Jellison.� "Strategic Healthcare Programs (SHP) and Innovative Product Achievements (IPA) are outstanding additions to our growing Medical platform.� FoodLink� brings technology for food traceability and commerce solutions to our iTradeNetwork business.� We are pleased with the performance of these businesses and are excited about their growth opportunities.� Looking forward, we finished the quarter with substantial capacity for future acquisitions and have an attractive pipeline of opportunities."

�

Roper is increasing its full year adjusted diluted earnings per share guidance to $6.32  $6.38, from its previous range of $6.27 - $6.37, and establishing fourth quarter adjusted diluted earnings per share guidance of $1.75 - $1.81.

The company's guidance includes the recognition of acquired revenue which is excluded under GAAP's purchase accounting rules, and also excludes certain items as detailed later in this press release under the heading "Use of Non-GAAP Financial Measures."� The company's guidance excludes the impact of any future acquisitions or divestitures.

�

Use of Non-GAAP Financial Measures

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.� 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.� The financial results prepared in accordance with GAAP and reconciliations from these results should be carefully evaluated.

�

�

Table 1:� Revenue Growth Detail

---

Table 2:� Reconciliation of Q3 2014 GAAP DEPS to Adjusted DEPS

�

Table 3:� Adjusted Net Income Reconciliation

�

Table 4:� Adjusted Gross Margin Reconciliation

�

Table 5:� Free Cash Flow

�

Table 6:� EBITDA Reconciliation

�

Table 7:� Q4 Guidance Reconciliation

Table 8:� Full Year Guidance Reconciliation

�

A conference call to discuss these results has been scheduled for 8:30 AM ET on Monday, October 27, 2014.� The call can be accessed via webcast or by dialing +1 888-438-5525 (US/Canada) or +1 719-457-2689, using confirmation code 3987678.� Webcast information and conference call materials will be made available in the Investors section of Roper's website (www.roperind.com) prior to the start of the call. Telephonic replays will be available for up to two weeks by calling +1 719-457-0820 and using the access code 3987678.

Roper Industries is a diversified technology company and is a constituent of the S&P 500, Fortune 1000, and the Russell 1000 indices. Roper provides engineered products and solutions for global niche markets, including software information networks, medical, water, energy, and transportation. Additional information about Roper is available on the company's website at www.roperind.com.

The information provided in this press release contains forward-looking statements within the meaning of the federal securities laws. These forward-looking statements may 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," "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, 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, potential write-offs of our substantial intangible assets, and risks associated with obtaining governmental approvals and maintaining regulatory compliance for new and existing products.� Important risks may be discussed in current and subsequent filings with the SEC.� You should not place undue reliance on any forward-looking statements.� These statements speak only as of the date they are made, and we undertake no obligation to update publicly any of them in light of new information or future events.

�

---

�

Roper Industries, Inc. and Subsidiaries	�			�	�			�
Condensed Consolidated Balance Sheets (unaudited)	�			�	�			�
(Amounts in thousands)	�			�	�			�
�	�			�	�			�
�	�			�	�			�
�	�	September 30,		�	�	December 31,		�
ASSETS	�	2014		�	�	2013		�
�	�			�	�			�
CURRENT ASSETS:	�			�	�			�
��Cash and cash equivalents	�	$	564,112	�	�	$	459,720	�
��Accounts receivable	�	�	528,734	�	�	�	519,075	�
��Inventories	�	�	213,440	�	�	�	204,923	�
��Unbilled receivable	�	�	103,124	�	�	�	86,945	�
��Deferred taxes	�	�	65,230	�	�	�	64,464	�
��Other current assets	�	�	58,051	�	�	�	38,210	�
����Total current assets	�	�	1,532,691	�	�	�	1,373,337	�
�	�	�	�	�	�	�	�	�
PROPERTY, PLANT AND EQUIPMENT, NET	�	�	115,243	�	�	�	117,310	�
�	�	�	�	�	�	�	�	�
OTHER ASSETS:	�	�	�	�	�	�	�	�
��Goodwill	�	�	4,731,394	�	�	�	4,549,998	�
��Other intangible assets, net	�	�	2,020,798	�	�	�	2,039,136	�
��Deferred taxes	�	�	29,051	�	�	�	28,773	�
��Other assets	�	�	81,089	�	�	�	76,427	�
����Total other assets	�	�	6,862,332	�	�	�	6,694,334	�
�	�	�	�	�	�	�	�	�
TOTAL ASSETS	�	$	8,510,266	�	�	$	8,184,981	�
�	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
LIABILITIES AND STOCKHOLDERS' EQUITY	�	�	�	�	�	�	�	�
�	�	�	�	�	�	�	�	�
CURRENT LIABILITIES:	�	�	�	�	�	�	�	�
��Accounts payable	�	$	145,660	�	�	$	150,313	�
��Accrued compensation	�	�	115,167	�	�	�	107,953	�
��Deferred revenue	�	�	221,552	�	�	�	209,332	�
��Other accrued liabilities	�	�	161,057	�	�	�	153,712	�
��Income taxes payable	�	�	-	�	�	�	4,275	�
��Deferred taxes	�	�	7,495	�	�	�	6,490	�
��Current portion of long-term debt	�	�	11,074	�	�	�	11,016	�
����Total current liabilities	�	�	662,005	�	�	�	643,091	�
�	�	�	�	�	�	�	�	�
NONCURRENT LIABILITIES:	�	�	�	�	�	�	�	�
��Long-term debt	�	�	2,358,474	�	�	�	2,453,836	�
��Deferred taxes	�	�	753,798	�	�	�	783,805	�
��Other liabilities	�	�	87,765	�	�	�	91,199	�
����Total liabilities	�	�	3,862,042	�	�	�	3,971,931	�
�	�	�	�	�	�	�	�	�
STOCKHOLDERS' EQUITY:	�	�	�	�	�	�	�	�
��Common stock	�	�	1,021	�	�	�	1,013	�
��Additional paid-in capital	�	�	1,317,906	�	�	�	1,229,233	�
��Retained earnings	�	�	3,359,297	�	�	�	2,959,196	�
��Accumulated other comprehensive earnings	�	�	(10,680	)	�	�	43,083	�
��Treasury stock	�	�	(19,320	)	�	�	(19,475	)
����Total stockholders' equity	�	�	4,648,224	�	�	�	4,213,050	�
�	�	�	�	�	�	�	�	�
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	�	$	8,510,266	�	�	$	8,184,981	�

�

---