Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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Item 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

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(a)The following documents are filed as a part of this Annual Report.
(1)Consolidated Financial Statements: The following consolidated financial statements are included in Part II, Item 8 of this report.

Consolidated Balance Sheets as of December 31, 2012 and 2011

Consolidated Statements of Earnings for the years ended December 31, 2012, 2011 and 2010

Consolidated Statements of Stockholders' Equity and Comprehensive Earnings for the years ended December 31, 2012, 2011 and 2010

Consolidated Statements of Cash Flows for the years ended December 31, 2012, 2011 and 2010

Notes to Consolidated Financial Statements

(2)Consolidated Valuation and Qualifying Accounts for the years ended December 31, 2012, 2011 and 2010
(b)Exhibits
Exhibit No.Description of Exhibit
(a)2.1Stock Purchase Agreement, dated as of July 28, 2012 among Sunquest Holdings, Inc., the selling shareholders named therein and Roper Industries, Inc.
(b)3.1Amended and Restated Certificate of Incorporation.
(c)3.2Amended and Restated By-Laws.
(d)3.3Certificate of Amendment, amending Restated Certificate of Incorporation.
(e)3.4Certificate Eliminating References to Roper Industries, Inc.'s Series A Preferred Stock from the Certificate of Incorporation of Roper Industries, Inc. dated November 16, 2006.
(f)3.5Certificate of Amendment, amending Restated Certificate of Incorporation.
(g)4.2Indenture between Roper Industries, Inc. and SunTrust Bank, dated as of November 28, 2003.
4.3Form of Debt Securities (included in Exhibit 4.2).
(h)4.4First Supplemental Indenture between Roper Industries, Inc. and SunTrust Bank, dated as of December 29, 2003.
(i)4.5Second Supplemental Indenture between Roper Industries, Inc. and SunTrust Bank, dated as of December 7, 2004.
(j)4.6Indenture between Roper Industries, Inc. and Wells Fargo Bank, dated as of August 4, 2008.
(k)4.7Form of Note.
(l)4.8Form of 6.625% Notes due 2013.
(m)4.9Form of 6.25% Senior Notes due 2019.
(n)4.10Form of 1.850% Senior Notes due 2017.
4.11Form of 3.125% Senior Notes due 2022. (included in Exhibit 4.10).
(o)10.01Form of Amended and Restated Indemnification Agreement. †
(p)10.02Employee Stock Purchase Plan, as amended and restated. †
(q)10.032000 Stock Incentive Plan, as amended. †
(r)10.04Non-Qualified Retirement Plan, as amended. †
(s)10.05Brian D. Jellison Employment Agreement, dated as of December 29, 2008. †
(t)10.06Credit Agreement, dated as of July 27, 2012, among Roper Industries, Inc., as parent borrower, the foreign subsidiary borrowers of Roper Industries, Inc. from time to time parties thereto, the several lenders from time to time parties thereto, Bank of Tokyo-Mitsubishi UFJ Ltd., Barclays Bank PLC, Mizuho Corporate Bank, Ltd. and SunTrust Bank, as documentation agents, Wells Fargo Bank, N.A. and Bank of America Securities, N.A., as syndication agents, and JPMorgan Chase Bank, N.A., as administrative agent.
(u)10.07Form of Executive Officer Restricted Stock Award Agreement. †
(u)10.08Brian D. Jellison Restricted Stock Unit Award Agreement. †
(v)10.09Offer letter for John Humphrey, dated March 31, 2006. †
(w)10.10Amended and Restated 2006 Incentive Plan. †
(x)10.11Form of Restricted Stock Agreement for Non-Employee Directors. †
(x)10.12Form of Restricted Stock Agreement for Employees. †
(x)10.13Form of Incentive Stock Option Agreement. †
(x)10.14Form of Non-Statutory Stock Option Agreement. †
(y)10.15Director Compensation Plan, as amended. †
(z)10.16David B. Liner offer letter dated July 21, 2005. †
(z)10.17Amendment to John Humphrey offer letter. †
(z)10.18Amendment to David B. Liner offer letter. †
21.1List of Subsidiaries, filed herewith.
23.1Consent of Independent Registered Public Accounting Firm, filed herewith.
31.1Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer, filed herewith.
31.2Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer, filed herewith.
32.1Section 1350 Certification of Chief Executive and Chief Financial Officers, filed herewith.
101.INSXBRL Instance Document, furnished herewith.
101.SCHXBRL Taxonomy Extension Schema Document, furnished herewith.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith.
101.DEFXBRL Taxonomy Extension Definition Linkbase Document, furnished herewith.
101.LABXBRL Taxonomy Extension Label Linkbase Document, furnished herewith.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith.
(a)Incorporated herein by reference to Exhibit 2.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed November 5, 2012 (file no. 1-12273).
(b)Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed March 17, 2003 (file no. 1-12273), as amended by the Certificate Eliminating References to the Company's Series A Preferred Stock from the Certificate of Incorporation of Roper Industries, Inc. dated November 16, 2006, incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Current Report on Form 8-K filed November 17, 2006 (file no. 1-12273).
(c)Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Current Report on Form 8-K filed April 24, 2012 (file no. 1-12273).
(d)Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273)
(e)Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Current Report on Form 8-K filed November 17, 2006 (file no. 1-12273).
(f)Incorporated herein by reference to Exhibit 3.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed on August 9, 2007 (file no. 1-12273).
(g)Incorporated herein by reference to Exhibit 4.2 to the Roper Industries, Inc. Pre-Effective Amendment No. 1 to the Registration Statement on Form S-3 filed November 28, 2003 (file no. 333-110491).
(h)Incorporated herein by reference to Exhibit 4.1 to the Roper Industries, Inc. Current Report on Form 8-K filed January 13, 2004 (file no. 1-12273).
(i)Incorporated herein by reference to Exhibit 4.1 to the Roper Industries, Inc. Current Report on Form 8-K filed December 7, 2004 (file no. 1-12273).
(j)Incorporated herein by reference to Exhibit 4.2 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed on November 7, 2008 (file no. 1-12273).
(k)Incorporated herein by reference to Exhibit 4.2 to the Registration Statement on Form S-3 filed July 29, 2008 (file no. 333-152590).
(l)Incorporated herein by reference to Exhibit 4.09 to the Roper Industries, Inc. Current Report on Form 8-K filed August 4, 2008 (file no. 1-12273).
(m)Incorporated herein by reference to Exhibit 4.1 to the Roper Industries, Inc. Current Report on Form 8-K filed September 2, 2009 (file no. 1-12273).
(n)Incorporated herein by reference to Exhibit 4.1 to the Roper Industries, Inc. Current Report on Form 8-K filed November 21, 2012 (file no. 1-12273).
(o)Incorporated herein by reference to Exhibit 10.04 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed August 31, 1999 (file no. 1-12273).
(p)Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed November 5, 2010 (file no. 1-12273).
(q)Incorporated herein by reference to Exhibit 10.05 to the Roper Industries, Inc. Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
(r)Incorporated herein by reference to Exhibit 10.06 to the Roper Industries, Inc. Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
(s)Incorporated herein by reference to Exhibit 10.07 to the Roper Industries, Inc. Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
(t)Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Current Report on Form 8-K filed August 2, 2012 (file no. 1-12273).
(u)Incorporated herein by reference to Exhibits 99.1 and 99.2 to the Roper Industries, Inc. Current Report on Form 8-K filed December 30, 2004 (file no. 1-12273).
(v)Incorporated herein by reference to Exhibit 10.1 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed August 9, 2006 (file no. 1-12273).
(w)Incorporated herein by reference to Appendix A to the Roper Industries, Inc. Definitive Proxy Statement on Schedule 14A filed April 30, 2012 (file no. 1-12273).
(x)Incorporated herein by reference to Exhibits 10.2, 10.3, 10.4 and 10.5 to the Roper Industries, Inc. Current Report on Form 8-K filed December 6, 2006 (file no. 1-12273).
(y)Incorporated herein by reference to Exhibit 10.01 to the Roper Industries, Inc. Quarterly Report on Form 10-Q filed May 7, 2009 (file no. 1-12273).
(z)Incorporated herein by reference to Exhibits 10.20, 10.21 and 10.23 to the Roper Industries, Inc. Annual Report on Form 10-K filed March 2, 2009 (file no. 1-12273).
†Management contract or compensatory plan or arrangement.

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Roper has duly caused this Report to be signed on its behalf by the undersigned, therewith duly authorized.

ROPER INDUSTRIES, INC.

(Registrant)

By:/S/ BRIAN D. JELLISONFebruary 25, 2013
Brian D. Jellison, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of Roper and in the capacities and on the dates indicated.

/S/ BRIAN D. JELLISONPresident, Chief Executive Officer and
Brian D. JellisonChairman of the Board of DirectorsFebruary 25, 2013
(Principal Executive Officer)
/S/ JOHN HUMPHREYExecutive Vice President, Chief Financial Officer
John Humphrey(Principal Financial Officer)February 25, 2013
/S/ PAUL J. SONIVice President and Controller
Paul J. Soni(Principal Accounting Officer)February 25, 2013
/S/ DAVID W. DEVONSHIRE
David W. DevonshireDirectorFebruary 25, 2013
/S/ JOHN F. FORT, III
John F. Fort, IIIDirectorFebruary 25, 2013
/S/ ROBERT D. JOHNSON
Robert D. JohnsonDirectorFebruary 25, 2013
/S/ ROBERT E. KNOWLING
Robert E. KnowlingDirectorFebruary 25, 2013
/S/ WILBUR J. PREZZANO
Wilbur J. PrezzanoDirectorFebruary 25, 2013
/S/ RICHARD F. WALLMAN
Richard F. WallmanDirectorFebruary 25, 2013
/S/ CHRISTOPHER WRIGHT
Christopher WrightDirectorFebruary 25, 2013

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