Roper Technologies (ROP) 10-K risk factor changes: FY2013 vs FY2012

As of December 31, [removed: 2012,] [added: 2013,] we had [removed: $2.02] [added: $2.46] billion in total consolidated indebtedness.

In addition, we had [removed: $1.4] [added: $1.2] billion undrawn availability under our senior unsecured credit facility, as well as the ability to request additional term loans or revolving credit commitments under our credit facility not to exceed $350 million in aggregate.

Sales by our operating companies whose functional currency is not the U.S. dollar represented [removed: 25%] [added: 24%] of our total net sales for the year ended December 31, [removed: 2012] [added: 2013] compared to [removed: 27%] [added: 25%] for the year ended December 31, [removed: 2011.][added: 2012.]

These sales accounted for 15% of our net sales for each of the years ended December 31, [removed: 2012] [added: 2013] and December 31, [removed: 2011.][added: 2012.]

As of and for the year ended December 31, [removed: 2012, 27%] [added: 2013, 26%] of our net sales and [removed: 22%] [added: 21%] of our long-lived assets, excluding goodwill and intangibles, were attributable to operations outside the U.S. We expect our international operations to contribute materially to our business for the foreseeable future.

| [added: |] · | adverse changes in a specific country's or region's political or economic conditions, particularly in emerging markets; |

| [added: |] · | trade protection measures and import or export requirements; |

| [added: |] · | subsidies or increased access to capital for firms that are currently, or may emerge as, competitors in countries in which we have operations; |

| [added: |] · | partial or total expropriation; |

| [added: |] · | potentially negative consequences from changes in tax laws; |

| [added: |] · | difficulty in staffing and managing widespread operations; |

| [added: |] · | differing labor regulations; |

| [added: |] · | differing protection of intellectual property; and |

| [added: |] · | unexpected changes in regulatory requirements. |

At December 31, [removed: 2012,] [added: 2013,] goodwill totaled [removed: $3.87] [added: $4.55] billion compared to [removed: $3.69] [added: $4.21] billion of stockholders' equity, and represented [removed: 55%] [added: 56%] of our total assets of [removed: $7.07] [added: $8.18] billion.

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We rely on information and technology for many of our business operations which could fail and cause disruption to our business operations.

Our business operations are dependent upon information technology networks and systems to securely transmit, process and store electronic information and to communicate among our locations around the world and with clients and vendors.

A shutdown of, or inability to access, one or more of our facilities, a power outage or a failure of one or more of our information technology, telecommunications or other systems could significantly impair our ability to perform such functions on a timely basis.

Computer viruses, cyberattacks, other external hazards and human error could result in the misappropriation of assets or sensitive information, corruption of data or operational disruption.

If sustained or repeated, such a business interruption, system failure, service denial or data loss and damage could result in a deterioration of our ability to write and process business, provide customer service or perform other necessary business functions.

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Our insurance costs increased in prior periods and may increase in the future.

We are a diversified growth company that designs, manufactures and distributes [removed: energy systems and controls,] medical and scientific imaging products and software, [added: radio frequency ("RF") products, services and application software,] industrial technology products and [removed: RF products, services] [added: energy systems] and [removed: application software.][added: controls products and solutions.]

A discussion of our significant accounting policies can also be found in the notes to our Consolidated Financial Statements for the year ended December 31, [removed: 2012] [added: 2013] included in this Annual Report.

These issues [added: affect each of our business segments and] are evaluated using a combination of historical experience, current conditions and relatively short-term forecasting.

At December 31, [removed: 2012,] [added: 2013,] our allowance for doubtful accounts receivable was [removed: $12.5] [added: $11.4] million and our allowance for sales returns and sales credits was [removed: $3.5] [added: $3.6] million, for a total of [removed: $16.0] [added: $15.0] million, or [removed: 3.0%] [added: 2.8%] of total gross accounts receivable.

The total allowance at December 31, [removed: 2012] [added: 2013] was [removed: $5.4] [added: $1.0] million [removed: higher] [added: lower] than at December 31, [removed: 2011.][added: 2012.]

At December 31, [removed: 2012,] [added: 2013,] inventory reserves for excess and obsolete inventory were [removed: $42.0] [added: $43.5] million, or [removed: 18.0%] [added: 17.5%] of gross inventory cost, as compared to [removed: $35.2] [added: $42.0] million, or [removed: 14.7%] [added: 18.0%] of gross inventory cost, at December 31, [removed: 2011.][added: 2012.]

Our expense for warranty obligations was less than 1% of net sales for each of the years ended December 31, [added: 2013,] 2012, [removed: 2011,] and [removed: 2010.][added: 2011.]

During the year ended December 31, [removed: 2012,] [added: 2013,] we recognized revenue of [removed: $145.5] [added: $205.0] million using this method, primarily for major turn-key, longer term toll and traffic and energy [removed: projects.][added: projects and installations of large software application products.]

We recognized [removed: $151.5] [added: $145.5] million and [removed: $131.0] [added: $151.5] million of revenue using this method during the years ended December 31, [removed: 2011] [added: 2012] and December 31, [removed: 2010,] [added: 2011,] respectively.

At December 31, [removed: 2012, $190.4] [added: 2013, $222.1] million of revenue related to unfinished percentage-of-completion contracts had yet to be recognized.

[removed: On January 2,] [added: During] 2013, [removed: subsequent] [added: our effective income tax rate was 28.6%, which was slightly lower than the 2012 rate of 29.6% due in part] to the [removed: fourth quarter] [added: enactment] of [removed: 2012,] the American Taxpayer Relief Act of 2012 [removed: (ATRA) was enacted] [added: ("ATRA") on January 2, 2013] which retroactively reinstated and extended certain tax [removed: provisions, including the Federal Research and Development Tax Credit from] [added: provisions to] January 1, [removed: 2012 to December 31, 2013.][added: 2012.]

As a result, [removed: the Company expects its] [added: our] income tax provision for the first quarter of 2013 [removed: will include a] [added: included] discrete tax [removed: benefit, which is estimated to be approximately $3] [added: benefits totaling $6] million.

We account for goodwill in a purchase business combination as the excess of the cost over the [added: estimated] fair value of net assets acquired.

The first step [removed: of the process] utilizes both an income approach (discounted cash flows) and a market approach consisting of a comparable [removed: public] company earnings multiples methodology to estimate the fair value of a reporting unit.

If the carrying value exceeds the estimated fair value, the goodwill of the reporting unit is potentially impaired and then the second step would be completed [removed: in order] to measure the impairment loss by calculating the implied fair value of goodwill by deducting the fair value of all tangible and intangible net assets (including unrecognized intangible assets) of the reporting unit from the fair value of the reporting unit.

Key assumptions used in the income and market [removed: methodologies] [added: approaches] are updated when the analysis is performed for each reporting unit.

While we use reasonable and timely information to prepare our cash flow and discount rate assumptions, actual future cash flows or market conditions could differ significantly [removed: resulting] [added: and could result] in future non-cash impairment charges related to recorded goodwill balances.

[removed: Total goodwill includes 27] [added: We have 28] reporting units with individual [added: goodwill] amounts ranging from zero to [removed: $992] [added: $988] million.

We concluded that the fair value of each of our reporting units was [removed: substantially] in excess of its carrying value, with no impairment indicated as of December 31, [removed: 2012.][added: 2013.]

[removed: However, negative] [added: Negative] industry or economic trends, disruptions to our business, actual results significantly below projections, unexpected significant changes or planned changes in the use of the assets, divestitures and market capitalization declines may have a negative effect on the fair value of our reporting units.

Trade names [added: that] are determined to have an indefinite useful economic life [removed: and] are not amortized, but separately tested for impairment during the fourth quarter of the fiscal year or on an interim basis if an event occurs that indicates the fair value is more likely than not below the carrying value.

No impairment resulted from the annual reviews performed in [removed: 2012;] [added: 2013;] however, the fair value of the trade names of one of our reporting units in the RF Technology segment could have fallen below the carrying value at December 31, [removed: 2012,] [added: 2013,] had the assumed sales growth been less than that used in the assessment.

[removed: The reporting unit is a relatively recent acquisition, therefore we] [added: We] do not believe that impairment is probable; however, it is possible that the trade name could become impaired in the future, at which point we would be required to record a non-cash impairment charge to reduce the carrying level of the trade [removed: names] [added: name] at the reporting unit.

| | | Years ended December 31, | | | | | | | | | [removed: | |]

| | | [removed: 2012 | |] [added: 2013] | | [removed: 2011] | [added: 2012] | | | [removed: 2010] [added: 2011] | | |

| Net sales | | | | | | | | | | | [removed: | |]

| Industrial Technology | | $ | [removed: 795,240 |] [added: 779,564] | | $ | [removed: 737,356 |] [added: 795,240] | | $ | [removed: 607,564] [added: 737,356] | |

| Energy Systems and Controls(1) | | | [removed: 646,116 | |] [added: 651,920] | | [removed: 597,802] | [added: 646,116] | | | [removed: 503,897] [added: 597,802] | |

| Medical and Scientific Imaging(2) | | | [removed: 703,835 | |] [added: 902,281] | | [removed: 610,617] | [added: 703,835] | | | [removed: 548,718] [added: 610,617] | |

| RF [removed: Technology(3) | |] [added: Technology] | [removed: 848,298] | | [added: 904,363] | | [removed: 851,314] | [added: 848,298] | | | [removed: 725,933] [added: 851,314] | |

| Total | | $ | [removed: 2,993,489 |] [added: 3,238,128] | | $ | [removed: 2,797,089 |] [added: 2,993,489] | | $ | [removed: 2,386,112] [added: 2,797,089] | |

| Gross profit: | | | | | | | | | | | [removed: | |]

| Industrial Technology | | | [removed: 51.6] [added: 51.1] | % | | [removed: | 49.8] [added: 51.6] | % | | [removed: | 51.0] [added: 49.8] | % |

| Energy Systems and Controls | | | [removed: 56.3 | |] [added: 57.4] | | [removed: 55.5] | [added: 56.3] | | | [removed: 53.7] [added: 55.5] | |

| Medical and Scientific Imaging | | | [removed: 64.4 | |] [added: 69.3] | | [removed: 63.3] | [added: 64.4] | | | [removed: 61.3] [added: 63.3] | |

| RF Technology | | | [removed: 52.4 | |] [added: 53.7] | | [removed: 50.6] | [added: 52.4] | | | [removed: 49.4] [added: 50.6] | |

| Total | | | [removed: 55.8 | |] [added: 58.1] | | [removed: 54.2] | [added: 55.8] | | | [removed: 53.4] [added: 54.2] | |

| Operating profit: | | | | | | | | | | | [removed: | |]

| Industrial Technology | | | [removed: 30.8] [added: 28.6] | % | | [removed: | 28.2] [added: 30.8] | % | | [removed: | 26.7] [added: 28.2] | % |

| Energy Systems and Controls | | | [removed: 27.8 | |] [added: 28.2] | | [removed: 26.4] | [added: 27.8] | | | [removed: 23.9] [added: 26.4] | |

On May 1, 2013, we purchased the shares of Managed Health Care Associates, Inc. ("MHA"), 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.

The acquisition of MHA complements and expands our medical software and services platform.

On October 4, 2013, we acquired the shares of Advanced Sensors, Ltd. ("Advanced Sensors"), which manufactures oil-in-water analyzers for the oil and gas industries.

We expect the effective tax rate to increase in 2014 due to a continued increase in revenues and resulting pretax income in higher tax jurisdictions as well as the non-recurrence of the $6 million tax benefit taken in 2013.

However, the fair value of one of our reporting units in the RF Technology segment was less than 5% above its carrying value at December 31, 2013 using the discounted cash flow methodology.

The decrease from the prior year's results was due to lower growth assumptions in the current year's testing.

The weighted average cost of capital utilized in 2013 was consistent with the prior year's testing.

We believe the market value of this unit to be significantly in excess of its carrying value based upon observed market data.

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Acquisitions added $208 million in sales, while organic sales decreased 1% due to a $20 million decrease in camera sales which was offset in part by increased sales in our medical businesses of $15 million.

Selling, general and administrative ("SG&A") expenses as a percentage of net sales increased to 39.5% in the year ended December 31, 2013 as compared to 37.8% in the year ended December 31, 2012 due to higher SG&A expense structures at our medical businesses as well as SG&A expenses at MHA in which the corresponding revenues were not recognizable under GAAP (See Note 2 of the notes to Consolidated Financial Statements included in this Annual Report).

Operating margin was 29.7% in the year ended December 31, 2013 as compared to 26.6% in the year ended December 31, 2012.

The increase was due primarily to growth in our toll and traffic, university card systems and security solutions businesses.

Operating profit margin was 28.0% in 2013 as compared to 26.3% in 2012.

The decrease was due primarily to the loss of a customer at our water metering business and lower sales at our materials testing business.

Gross margin was 51.1% for the year ended December 31, 2013 as compared to 51.6% in the year ended December 31, 2012 due to negative operating leverage on lower sales volume as well as the inclusion in 2012 of a one-time $5.5 million reduction to cost of goods sold at one of our businesses.

SG&A expenses as a percentage of net sales were 22.5%, as compared to 20.8% in the prior year, due primarily to a $9.1 million pretax charge for warranty expense at one of our subsidiaries, Hansen Technologies, to provide its customers with replacements for refrigeration valves that included a vendor-supplied component that did not meet Roper quality standards.

The resulting operating profit margin was 28.6% in the year ended December 31, 2013 as compared to 30.8% in the year ended December 31, 2012.

Organic sales were impacted by lower sales of non-destructive testing systems for nuclear plants and pressure sensors for industrial applications, offset by increased demand for control systems for oil and gas applications.

Corporate expenses increased by $8.6 million to $86.1 million, or 2.7% of sales, in 2013 as compared to $77.5 million, or 2.6% of sales, in 2012.

The increase was due to higher equity compensation (primarily as a result of higher stock prices), offset in part by a decrease in acquisition-related expenses.

Other expense of $0.2 million for the year ended December 31, 2013 was composed of foreign exchange losses at our non-U.S. based companies, offset in part by proceeds from a legal settlement.

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 correction of an out of period adjustment of tax balances which were immaterial to any covered period, offset in part by increased revenues and resulting pretax income in higher tax jurisdictions, primarily the United States.

We expect the effective tax rate to increase in 2014 due to a continued increase in revenues and resulting pretax income in higher tax jurisdictions as well as the non-recurrence of the $6 million tax benefit taken in 2013.

| | 2013 | | | 2012 | | | change | |

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| Industrial Technology | $ | 772,337 | | $ | 783,362 | | (1.4 | )% |

| Energy Systems and Controls | | 673,569 | | | 634,051 | | 6.2 | |

| Medical and Scientific Imaging | | 958,830 | | | 703,034 | | 36.4 | |

| RF Technology | | 943,757 | | | 871,225 | | 8.3 | |

| Total | $ | 3,348,493 | | $ | 2,991,672 | | 11.9 | % |

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| Industrial Technology | $ | 121,943 | | $ | 131,621 | | (7.4 | )% |

| Energy Systems and Controls | | 131,799 | | | 109,885 | | 19.9 | |

| Medical and Scientific Imaging | | 290,435 | | | 234,526 | | 23.8 | |

| RF Technology | | 510,553 | | | 471,185 | | 8.4 | |

On August 22, 2012, we acquired 100% of the shares of Sunquest Information Systems, Inc. ("Sunquest"), a leading provider of diagnostic and laboratory software solutions to healthcare providers, in a $1.416 billion all-cash transaction.

We acquired Sunquest in order to complement and expand our medical platform.

These issues, except for income taxes, which are not allocated to our business segments, affect each of our business segments.

During 2012, our effective income tax rate was 29.6%, which was slightly higher than the 2011 rate of 29.4% due primarily to a decrease in research and development ("R&D") deductions.

The ATRA also reinstated and extended the exclusion from U.S. federal taxable income of certain interest, dividends, rents and royalty income of foreign affiliates, as well as the tax benefits of the credits associated with that income.

This provision is retroactively reinstated to January 1, 2012 and, as a result, the Company expects its income tax provision for the first quarter of 2013 will include a discrete tax benefit which is estimated to be approximately $3 million.

The assumptions that have the most significant effect on the fair value calculations are the anticipated future cash flows, discount rates, and the earnings multiples.

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| (3) | Includes results from the acquisition of iTradeNetwork, Inc. from July 27, 2010. |

Other income for the year ended December 31, 2011 was $8.1 million, which was primarily due to a currency remeasurement gain on an intercompany note.

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Acquisitions added $26.1 million in sales, while organic sales increased 5.1% due to increased sales in our electron microscopy and medical businesses.

The impact from foreign exchange was a positive 1.4%.

SG&A as a percentage of net sales increased to 39.0% in the year ended December 31, 2011 as compared to 37.5% in the year ended December 31, 2010 due to investments in new products, primarily in the medical businesses.

Operating margins were 24.3% in the year ended December 31, 2011 as compared to 23.8% in the year ended December 31, 2010.

Organic sales increased 16% while acquisitions added $4 million, or 1%.

The increase in organic sales was primarily due to increased demand in industrial process end markets and growth in our diesel engine safety systems.

The impact from foreign exchange was a positive 2%.

Operating margins were 26.4% in the year ended December 31, 2011as compared to 23.9% in the year ended December 31, 2010.

The increase was due to broad-based growth in all businesses in the segment, with particular strength in our materials testing and fluid handling businesses, as well as a positive 2% impact from foreign exchange.

Organic sales increased 10% due to strength in sales to colleges and universities, growth in our water and gas network monitoring products and growth in our toll and traffic solutions.

Foreign exchange added 1% to sales and acquisitions added 6%.

Gross margins were 50.6% in 2011as compared to 49.4% in the prior year due to product mix.

SG&A as a percentage of sales in the year ended December 31, 2011 was 26.8%, a decrease from 28.7% in the prior year due to operating leverage on higher sales volume.

Operating profit margins were 23.8% in 2011 as compared to 20.8% in 2010.

Corporate expenses increased by $7.5 million to $56.9 million, or 2.0% of sales, in 2011 as compared to $49.4 million, or 2.1% of sales, in 2010.

The dollar increase is due to higher equity compensation costs and higher salaries and wages.

This increase was due primarily to a foreign tax credit received in 2010 which did not recur in 2011.

| | | 2011 | | | | 2010 | | | | change | | |

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| Industrial Technology | | $ | 767,020 | | | $ | 669,882 | | | | 14.5 | % |

| Energy Systems and Controls | | | 608,538 | | | | 538,861 | | | | 12.9 | |

| Medical and Scientific Imaging | | | 612,787 | | | | 578,957 | | | | 5.8 | |

| RF Technology | | | 834,903 | | | | 748,536 | | | | 11.5 | |

We are exposed to interest rate risks on our outstanding [added: revolving credit] borrowings, and to foreign currency exchange risks on our transactions denominated in currencies other than the U.S. dollar.

At December 31, [removed: 2012,] [added: 2013,] we had a combination of fixed and floating rate borrowings.

Our credit facility contains a $1.5 billion variable-rate revolver with outstanding borrowings of [removed: $100] [added: $250] million at December 31, [removed: 2012.][added: 2013.]

Our $400 million senior notes due 2017, [added: $800 million senior notes due 2018,] $500 million senior notes due 2019 and $500 million senior notes due 2022 have fixed interest rates of 1.850%, [added: 2.050%,] 3.125% and 6.250%, respectively, and our [removed: $12] [added: $8] million senior unsecured convertible notes have a fixed interest rate of 3.75%.

At December 31, [removed: 2012,] [added: 2013,] the prevailing market rates for our long-term notes were between [removed: 0.3%] [added: 1.5%] higher and [removed: 4.5%] [added: 1.6%] lower than the fixed rates on our debt instruments.

[removed: An] [added: At December 31, 2013, our outstanding variable-rate borrowings were $250 million of outstanding revolver borrowings; an] increase in interest rates of 1% would increase our annualized interest costs by [removed: $6.0] [added: $2.5] million.

Sales by companies whose functional currency was not the U.S. dollar were [removed: 25%] [added: 24%] of our total sales in [removed: 2012] [added: 2013] and [removed: 60%] [added: 61%] of these sales were by companies with a European functional currency.

The U.S. dollar was stronger against most [added: of our non-U.S. subsidiary] currencies throughout most of [removed: 2012] [added: 2013] as compared to [removed: 2011,] [added: 2012,] which resulted in a decrease in sales of [added: less than] 1.0% due to foreign currency exchange.

If these currency exchange rates had been 10% different throughout [removed: 2012] [added: 2013] compared to currency exchange rates actually experienced, the impact on our net earnings would have been approximately [removed: 2.5%.][added: 2.1%.]

The changes in these currency exchange rates relative to the U.S. dollar at December 31, [removed: 2012] [added: 2013] compared to currency exchange rates at December 31, [removed: 2011] [added: 2012] resulted in a pre-tax [removed: increase] [added: decrease] in net assets of [removed: $23.6] [added: $17.9] million that was reported as a component of comprehensive earnings, [removed: $12.7] [added: $9.5] million of which was attributed to goodwill.

Our $500 million senior notes due 2013 have a fixed interest rate of 6.625%; however, in October 2009 we entered into three interest rate swap agreements totaling $500 million that expire August 2013.

The swaps, which are designated as fair value hedges, effectively convert the notes to a weighted-average variable-rate obligation with a spread of 4.377% plus LIBOR.

At December 31, 2012, our outstanding variable-rate borrowings were the $100 million of outstanding revolver borrowings and the $500 million senior notes due 2013.

We are a diversified growth company that designs, manufactures and distributes [added: medical and scientific imaging products and software,] radio frequency ("RF") products, services and application software, industrial technology [removed: products,] [added: products and] energy systems and controls [removed: and medical and scientific imaging] products and [removed: software.][added: solutions.]

Diversified End Markets and Geographic Reach \- We have a global presence, with sales of products to customers outside the U.S. totaling [removed: $1.2] [added: $1.3] billion in [removed: 2012.][added: 2013.]

Information regarding our international operations is set forth in Note [removed: 14] [added: 13] of the notes to Consolidated Financial Statements included in this Annual Report.

Our research and development spending was [removed: $125.9] [added: $145.7] million in [removed: 2012] [added: 2013] as compared to [removed: $121.7] [added: $125.9] and [removed: $102.4] [added: $121.7] million in [removed: 2011] [added: 2012] and [removed: 2010,] [added: 2011,] respectively.

Research and development expense as a percentage of sales [removed: decreased] [added: increased] to [removed: 4.2%] [added: 4.5%] in [removed: 2012] [added: 2013] from [removed: 4.4%] [added: 4.2%] in [removed: 2011.][added: 2012.]

The segments are: Medical and Scientific Imaging, [removed: Energy Systems and Controls,] [added: RF Technology,] Industrial Technology and [removed: RF Technology.][added: Energy Systems and Controls.]

Financial information about our business segments is presented in Note [removed: 14] [added: 13] of the notes to Consolidated Financial Statements.

These products and solutions are provided through nine [removed: operating] [added: reporting] units.

For [removed: 2012,] [added: 2013,] this segment had net sales of [removed: $703.8] [added: $902.3] million, representing [removed: 23.5%] [added: 27.9%] of our total net sales.

Medical Products and Software - We manufacture and sell patient positioning devices and related software for use in radiation oncology, 3-D measurement technology in computer-assisted surgery and [removed: computer-assisted therapy and] supply diagnostic and therapeutic disposable products used in ultrasound imaging for minimally invasive medical procedures.

Our Energy Systems and Controls segment principally produces control systems, fluid properties testing equipment, industrial valves and controls, vibration sensors and controls and non-destructive inspection and measurement products and solutions, which are provided through six [removed: operating] [added: reporting] units.

For [removed: 2012,] [added: 2013,] this segment had net sales of [removed: $646.1] [added: $779.6] million, representing [removed: 21.6%] [added: 24.1%] of our total net sales.

The Energy Systems and Controls [removed: operating units'] [added: segment companies'] sales reflect a combination of standard products and large engineered projects.

These products and solutions are provided through [removed: eight operating] [added: six reporting] units.

For [removed: 2012,] [added: 2013,] this segment had net sales of [removed: $795.2] [added: $651.9] million, representing [removed: 26.6%] [added: 20.1%] of our total net sales.

Materials Analysis Equipment and Consumables - We manufacture and sell equipment and supply [removed: various types of] consumables necessary to prepare materials samples for testing and analysis.

The Industrial Technology [removed: operating units'] [added: segment companies'] sales reflect a combination of standard products and specially engineered, application-specific products.

These products and solutions are provided through seven [removed: operating] [added: reporting] units.

This segment had sales of [removed: $848.3] [added: $904.4] million for the year ended December 31, [removed: 2012,] [added: 2013,] representing [removed: 28.3%] [added: 27.9%] of our total net sales.

The RF Technology [removed: operating units'] [added: segment companies'] sales reflect a combination of standard products, large engineered projects, and multi-year operations and maintenance contracts.

We believe [removed: that] most materials and supplies we use are readily available from numerous sources and suppliers throughout the world.

However, some [removed: of our] components and sub-assemblies are currently available from a limited number of suppliers.

We regularly investigate and identify alternative sources where possible, and we believe [removed: that] these conditions equally affect our competitors.

Supply shortages have not had a material adverse effect on [removed: Roper's] [added: our] sales although delays in shipments have occurred following such supply interruptions.

No customer accounted for 10% or more of net sales for [removed: 2012] [added: 2013] for any of our segments or for [removed: Roper] [added: our company] as a whole.

We believe [removed: that] our operating units are not substantially dependent on any single patent, trademark, copyright, or other item of intellectual property or group of patents, trademarks or copyrights.

As of December 31, [removed: 2012,] [added: 2013,] we had [removed: 9,475] [added: 9,913] employees, with [removed: 6,707] [added: 6,959] located in the United States.

We have [removed: 214] [added: 205] employees who are subject to collective bargaining agreements.

[removed: The certification was] [added: We] filed [added: the certification] with the NYSE on June [removed: 20, 2012] [added: 24, 2013] and [removed: indicated that the] [added: our] Chief Executive Officer [added: indicated that he] was not aware of any violations of the Listing Standards by [removed: the Company.][added: us.]

The percentage has increased as the mix of our businesses shifts to higher technology, medical and software platforms.

We also provide diagnostic and laboratory software solutions to healthcare providers and 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.

Backlog was $1.1 billion at December 31, 2013, and $0.9 billion at December 31, 2012.

On August 22, 2012, we acquired 100% of the shares of Sunquest Information Systems, Inc. ("Sunquest"), a leading provider of diagnostic and laboratory software solutions to healthcare providers, in a $1.416 billion all-cash transaction.

We acquired Sunquest in order to complement and expand our medical platform.

We also provide diagnostic and laboratory software solutions to healthcare providers.

Leak Testing Equipment - We manufacture and sell products and systems to test for leaks and confirm the integrity of assemblies and sub-assemblies in automotive, medical and industrial applications.

Backlog was $828 million at December 31, 2012, and $785 million at December 31, 2011.

Information pertaining to legal proceedings can be found in Note [removed: 13] [added: 12] to the Consolidated Financial Statements included in this Annual Report, and is incorporated by reference herein.

For the fiscal year ended December 31, [removed: 2012][added: 2013]

For the transition period from [removed: ______________] [added: ___] to [removed: ______________][added: ___]

Based on the closing sale price on the New York Stock Exchange on June [removed: 30, 2012,] [added: 28, 2013,] the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was: [removed: $9,748,714,212.][added: $12,365,836,908.]

Number of shares of registrant's Common Stock outstanding as of February [removed: 20, 2013: 98,891,400.][added: 14, 2014: 99,547,874.]

Portions of the registrant's Proxy Statement to be furnished to Stockholders in connection with its Annual Meeting of Stockholders to be held on May [removed: 24, 2013,] [added: 21, 2014,] are incorporated by reference into Part III of this Annual Report on Form 10-K.

FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, [removed: 2012][added: 2013]

10-K 1 cy2013_10-k.htm

10-K 1 roper10-k_2012.htm

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure [removed: 54][added: 55]

Controls and Procedures [removed: 54][added: 55]

Other Information [removed: 54][added: 55]

Directors, Executive Officers and Corporate Governance [removed: 55][added: 56]

Executive Compensation [removed: 55][added: 56]

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters [removed: 55][added: 56]

Certain Relationships and Related Transactions and Director Independence [removed: 55][added: 56]

Principal Accountant Fees and Services [removed: 55][added: 56]

Exhibits and Financial Statement Schedules [removed: 56][added: 57]

| | Signatures | [removed: 59] [added: 60] |

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, [removed: the timing and cost of] expected [removed: capital expenditures, expected] outcomes of pending litigation, competitive [removed: conditions, general economic] conditions and [removed: expected synergies relating to acquisitions, joint ventures and alliances.][added: general economic conditions.]

We have established [removed: 120] [added: 112] principal locations around the world to support our operations, of which 51 are manufacturing, assembly and testing facilities, and the remaining [removed: 69] [added: 61] locations provide sales, service and administrative support functions.

We consider our facilities to be in good operating condition and adequate for their present use and believe [removed: that] we have sufficient capacity to meet our anticipated operating requirements.

The following table summarizes the size, location and usage of our principal properties as of December 31, [removed: 2012.][added: 2013.]

| | Europe | [removed: 92] [added: 25] | | [removed: 88] [added: 28] | [removed: 485] [added: \-] |

| | Canada | \- | | [removed: 44] [added: 56] | \- |

| | Europe | [removed: 30] [added: 43] | | 20 | 128 |

| | Asia | [removed: 19] [added: 14] | | 61 | 33 |

| | Europe | [removed: 31] [added: 9] | | [removed: 44] [added: 7] | [removed: \-] [added: 16] |

| | Asia | [removed: 28] [added: 27] | | \- | \- |

| | Europe | [removed: 14] [added: 92] | | [removed: 7] [added: 94] | [removed: 16] [added: 167] |

| | US | 57 | | 264 | 478 |

| | US | 51 | | 353 | \- |

| | US | 224 | | 234 | 127 |

| | US | 622 | | 94 | \- |

| | US | 57 | | 288 | 504 |

| | US | 45 | | 254 | \- |

| | US | 184 | | 240 | 127 |

| | US | 799 | | 96 | \- |

The table below sets forth the range of high and low sales prices for our common stock as reported by the NYSE as well as cash dividends declared during each of our [removed: 2012] [added: 2013] and [removed: 2011] [added: 2012] quarters.

Based on information available to us and our transfer agent, we believe that as of February [removed: 19, 2013] [added: 14, 2014] there were [removed: 185] [added: 172] record holders of our common stock.

In [removed: November 2012,] [added: December 2013,] our Board of Directors increased the quarterly dividend paid [removed: December 28, 2012] [added: January 24, 2014] to [removed: $0.165] [added: $0.20] per share from [removed: $0.1375] [added: $0.165] per share, an increase of [removed: 20%.][added: 21%.]

Recent Sales of Unregistered Securities - In [removed: 2012,] [added: 2013,] there were no sales of unregistered securities.

The following graph compares, for the five year period ended December 31, [removed: 2012,] [added: 2013,] the cumulative total stockholder return for our common stock, the Standard and Poor's 500 Stock Index (the "S&P 500") and the Standard and Poor's 500 Industrials Index (the "S&P 500 Industrials").

Measurement points are the last trading day of each of our fiscal years ended December 31, [removed: 2007,] 2008, 2009, 2010, [removed: 2011] [added: 2011, 2012] and [removed: 2012.][added: 2013.]

The graph assumes that $100 was invested on December 31, [removed: 2006] [added: 2008] in our common stock, the S&P 500 and the S&P 500 Industrials and assumes reinvestment of any dividends.

[removed: ][added: ]

| 2013 | 4th Quarter | $ 138.68 | $ 123.57 | $ 0.200 |

| | 3rd Quarter | 135.01 | 123.15 | 0.165 |

| | 2nd Quarter | 126.33 | 118.12 | 0.165 |

| | 1st Quarter | 127.31 | 114.14 | 0.165 |

| | 12/31/08 | 12/31/09 | 12/31/10 | 12/31/11 | 12/31/12 | 12/31/13 |

| Roper Industries, Inc. | 100.00 | 121.54 | 178.54 | 204.06 | 263.76 | 329.40 |

| S&P 500 | 100.00 | 126.46 | 145.51 | 148.59 | 172.37 | 228.19 |

| S&P 500 Industrials | 100.00 | 120.93 | 153.26 | 152.35 | 175.73 | 247.22 |

| 2011 | 4th Quarter | $ 88.42 | $ 66.40 | $ 0.1375 |

| | 3rd Quarter | 83.75 | 68.91 | 0.1100 |

| | 2nd Quarter | 88.45 | 78.30 | 0.1100 |

| | 1st Quarter | 87.49 | 73.56 | 0.1100 |

| | 12/31/07 | 12/31/08 | 12/31/09 | 12/31/10 | 12/31/11 | 12/31/12 |

| Roper Industries, Inc. | 100.00 | 69.79 | 84.83 | 124.61 | 142.41 | 184.08 |

| S&P 500 | 100.00 | 63.00 | 79.67 | 91.67 | 93.61 | 108.59 |

| S&P 500 Industrials | 100.00 | 60.08 | 72.65 | 92.07 | 91.53 | 105.58 |

| | | [removed: 2012(1)] [added: 2013(1)] | | | [removed: 2011(2)] [added: 2012(2)] | | | [removed: 2010(3)] [added: 2011(3)] | | | [removed: 2009(4)] [added: 2010(4)] | | | [removed: 2008(5)] [added: 2009(5)] | | |

| Net sales | | $ | [removed: 2,993,489] [added: 3,238,128] | | $ | [removed: 2,797,089] [added: 2,993,489] | | $ | [removed: 2,386,112] [added: 2,797,089] | | $ | [removed: 2,049,668] [added: 2,386,112] | | $ | [removed: 2,306,371] [added: 2,049,668] | |

| Gross profit | | | [added: 1,882,928 | | |] 1,671,717 | | | 1,515,564 | | | 1,275,126 | | | 1,043,138 | | [removed: | 1,188,288 | |]

| Income from operations | | | [added: 842,361 | | |] 757,587 | | | 660,539 | | | 514,294 | | | 395,396 | | [removed: | 486,161 | |]

| Net earnings | | | [added: 538,293 | | |] 483,360 | | | 427,247 | | | 322,580 | | | 239,481 | | [removed: | 281,874 | |]

| Basic earnings per share | | $ | [removed: 4.95] [added: 5.43] | | $ | [removed: 4.45] [added: 4.95] | | $ | [removed: 3.42] [added: 4.45] | | $ | [removed: 2.64] [added: 3.42] | | $ | [removed: 3.15] [added: 2.64] | |

| Diluted earnings per share | | | [added: 5.37 | | |] 4.86 | | | 4.34 | | | 3.34 | | | 2.58 | | [removed: | 3.01 | |]

| Dividends declared | | | [added: 0.6950 | | |] 0.5775 | | | 0.4675 | | | 0.3950 | | | 0.3425 | | [removed: | 0.3000 | |]

| Working capital (6) | | $ | [removed: 159,332] [added: 730,246] | | $ | [removed: 561,277] [added: 159,332] | | $ | [removed: 458,446] [added: 561,277] | | $ | [removed: 392,734] [added: 458,446] | | $ | [removed: 239,400] [added: 392,734] | |

| Total assets | | | [added: 8,184,981 | | |] 7,071,104 | | | 5,319,417 | | | 5,069,524 | | | 4,327,736 | | [removed: | 3,971,538 | |]

| Long-term debt, less current portion | | | [added: 2,453,836 | | |] 1,503,107 | | | 1,015,110 | | | 1,247,703 | | | 1,040,962 | | [removed: | 1,033,689 | |]

| Stockholders' equity | | | [added: 4,213,050 | | |] 3,687,726 | | | 3,195,096 | | | 2,750,907 | | | 2,421,490 | | [removed: | 2,003,934 | |]

| [removed: (1)] [added: (2)] | Includes results from the acquisition of Sunquest Information Systems, Inc. from August 22, 2012. |

| [removed: (2)] [added: (3)] | Includes results from the acquisitions of NDI Holding Corp. from June 3, 2011, United Controls Group, Inc. from September 26, 2011 and Trinity Integrated Systems Ltd. from December 1, 2011. |

| [removed: (3)] [added: (4)] | Includes results from the acquisitions of Heartscape, Inc. from February 22, 2010 and iTradeNetwork, Inc. from July 27, 2010. |

| [removed: (4)] [added: (5)] | Includes results from the acquisitions of United Toll Systems, LLC from October 30, 2009 and Verathon, Inc. from December 3, 2009. |

| (6) | At December 31, 2012, there were $500 million of senior notes outstanding that [removed: mature] [added: matured] on August 15, 2013, thus requiring a classification as short-term debt, included in working capital. |

| (1) | Includes results from the acquisitions of Managed Health Care Associates, Inc. from May 1, 2013 and Advanced Sensors, Ltd. from October 4, 2013. |

| (5) | Includes results from the acquisitions of CBORD Holdings Corp. from February 20, 2008, Chalwyn Ltd. from June 18, 2008, Getloaded.com, LLC from July 17, 2008, Horizon Software Holdings, Inc. from August 27, 2008 and Technolog Holdings Ltd. from September 10, 2008. |

| Consolidated Balance Sheets as of December 31, [removed: 2012] [added: 2013] and [removed: 2011] [added: 2012] | 29 |

| Consolidated Statements of Earnings for the Years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] | 30 |

| Consolidated Statements of Comprehensive Income for the Years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] | 31 |

| Consolidated Statements of Stockholders' Equity for the Years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] | 32 |

| Consolidated Statements of Cash Flows for the Years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] | 33 |

| Schedule II - Consolidated Valuation and Qualifying Accounts for the Years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] | [removed: 53] [added: 54] |

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings, of stockholders' equity and comprehensive earnings and of cash flows, present fairly, in all material respects, the financial position of Roper Industries, Inc. and its subsidiaries at December [removed: 31,2012] [added: 31, 2013] and December 31, [removed: 2011,] [added: 2012,] and the results of their operations and their cash flows for each of the three years in the period ended December 31, [removed: 2012] [added: 2013] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2012,] [added: 2013,] based on criteria established in Internal Control - Integrated Framework [added: 1992] issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

As described in Management's Report on Internal Control over Financial Reporting, management has excluded acquisitions completed during [removed: 2012] [added: 2013] from its assessment of internal control over financial reporting as of December 31, [removed: 2012] [added: 2013] because they were acquired by the Company in purchase business combinations during [removed: 2012.][added: 2013.]

We have also excluded acquisitions completed during [removed: 2012] [added: 2013] from our audit of internal control over financial reporting.

These acquisitions are wholly-owned subsidiaries whose total assets and total revenues represent [removed: 2.1%] [added: 1.3%,] and [removed: 1.1%,] [added: 2.3%,] respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2012.][added: 2013.]

[removed: /s/PricewaterhouseCoopers] [added: /s/ PricewaterhouseCoopers] LLP

December 31, [removed: 2012] [added: 2013] and [removed: 2011][added: 2012]

| | | [removed: 2012] [added: 2013] | | | [added: 2012] | [added: | |] 2011 | | |

| Assets | | | | | | | | [removed: |]

| Cash and cash [removed: equivalents] [added: equivalents, beginning of year] | | [removed: $] | 370,590 | | | [removed: $ |] 338,101 | | [added: | 270,394 | |]

| Accounts receivable, net | | | [removed: 526,408 |] [added: 519,075] | | | [removed: 439,134] [added: 526,408] | |

| Inventories, net | | | [removed: 190,867 |] [added: 204,923] | | | [removed: 204,758] [added: 190,867] | |

| Deferred taxes | | | [removed: 41,992 |] [added: 64,464] | | | [removed: 38,004] [added: 41,992] | |

| Unbilled receivables | | | [removed: 72,193 |] [added: 86,945] | | | [removed: 63,829] [added: 72,193] | |

| Other current assets | | | [removed: 43,492 |] [added: 38,210] | | | [removed: 31,647] [added: 43,492] | |

| Total current assets | | | [removed: 1,245,542 |] [added: 1,373,337] | | | [removed: 1,115,473] [added: 1,245,542] | |

| Property, plant and equipment, net | | | [removed: 110,397 |] [added: 117,310] | | | [removed: 108,775] [added: 110,397] | |

| Goodwill | | | [removed: 3,868,857 |] [added: 4,549,998] | | | [removed: 2,866,426] [added: 3,868,857] | |

| Other intangible assets, net | | | [removed: 1,698,867 |] [added: 2,039,136] | | | [removed: 1,094,142] [added: 1,698,867] | |

| Deferred taxes | | | [removed: 78,644 |] [added: 28,773] | | | [removed: 63,006] [added: 78,644] | |

| Other assets | | | [removed: 68,797 |] [added: 76,427] | | | [removed: 71,595] [added: 68,797] | |

| Total assets | | $ | [removed: 7,071,104 |] [added: 8,184,981] | | $ | [removed: 5,319,417] [added: 7,071,104] | |

| Liabilities and Stockholders' Equity | | | | | | | | [removed: |]

| Accounts payable | | $ | [removed: 138,340 |] [added: 150,313] | | $ | [removed: 141,943] [added: 138,340] | |

| Accrued compensation | | | [removed: 110,724 |] [added: 107,953] | | | [removed: 105,958] [added: 110,724] | |

| Deferred revenue | | | [removed: 185,912 |] [added: 209,332] | | | [removed: 94,761] [added: 185,912] | |

| Other accrued liabilities | | | [removed: 128,351 |] [added: 153,712] | | | [removed: 122,185] [added: 128,351] | |

| Income taxes payable | | | [removed: \- |] [added: 4,275] | | | [removed: 8,895] [added: \-] | |

| Deferred taxes | | | [removed: 3,868 |] [added: 6,490] | | | [removed: 10,548] [added: 3,868] | |

| Current portion of long-term debt, net | | | [removed: 519,015 |] [added: 11,016] | | | [removed: 69,906] [added: 519,015] | |

| Total current liabilities | | | [removed: 1,086,210 |] [added: 643,091] | | | [removed: 554,196] [added: 1,086,210] | |

| Long-term debt, net of current portion | | | [removed: 1,503,107 |] [added: 2,453,836] | | | [removed: 1,015,110] [added: 1,503,107] | |

| Deferred taxes | | | [removed: 707,278 |] [added: 783,805] | | | [removed: 482,603] [added: 707,278] | |

| Other liabilities | | | [removed: 86,783 |] [added: 91,199] | | | [removed: 72,412] [added: 86,783] | |

Report of Independent Certified Public Accountants

February 21, 2014

| Cash and cash equivalents | | $ | 459,720 | | $ | 370,590 | |

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| Net earnings | \- | | | \- | | | \- | | | 538,293 | | | \- | | | \- | | | 538,293 | |

| Stock option exercises | 434 | | | 4 | | | 23,995 | | | \- | | | \- | | | \- | | | 23,999 | |

| Treasury stock sold | 20 | | | \- | | | 2,248 | | | \- | | | \- | | | 201 | | | 2,449 | |

| Restricted stock activity | 254 | | | 3 | | | (16,046 | ) | | \- | | | \- | | | \- | | | (16,043 | ) |

| Balances at December 31, 2013 | 99,312 | | $ | 1,013 | | $ | 1,229,233 | | $ | 2,959,196 | | $ | 43,083 | | $ | (19,475 | ) | $ | 4,213,050 | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Payment of senior notes | | | (500,000 | ) | | \- | | | \- | |

| | | | | | | | | | | |

| | | | | | | | | | | |

| | | | | | | | | | | |

However, the fair value of one of the reporting units in the RF Technology segment was less than 5% above the carrying value at December 31, 2013 using the discounted cash flow methodology.

The Company believes the market value of this unit to be significantly in excess of its carrying value based upon observed market data.

Interest and penalties related to unrecognized tax benefits are classified as a component of income tax expense.

The Company records a valuation allowance to reduce its deferred tax assets if, based on the weight of available evidence, both positive and negative, for each respective tax jurisdictions, it is more likely than not that some portion or all of such deferred tax assets will not be realized.

Available evidence which is considered in determining the amount of valuation allowance required includes, but is not limited to, the Company's estimate of future taxable income and any applicable tax-planning strategies.

There were no interest rate swaps outstanding at December 31, 2013.

Recently Released Accounting Pronouncements - The Financial Accounting Standards Board ("FASB") establishes changes to accounting principles under GAAP in the form of accounting standards updates ("ASUs") to the FASB's Accounting Standards Codification.

The Company considers the applicability and impact of all ASUs.

On May 1, 2013, Roper acquired 100% of the shares of Managed Health Care Associates, Inc. ("MHA"), in a $1.0 billion all-cash transaction.

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.

The acquisition of MHA complements and expands the Company's medical software and services platform.

The allocation of the purchase price is considered preliminary pending tax-related adjustments.

| Identifiable intangibles | | | 465,500 | |

| Goodwill | | | 680,732 | |

| --- | --- |

Report of Independent Registered Public Accounting Firm

February 25, 2013

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| Balances at December 31, 2009 | | 93,618 | | $ | 958 | | $ | 982,321 | | $ | 1,395,586 | | | $ | 63,945 | | $ | (21,320 | ) | $ | 2,421,490 | |

| Net earnings | | \- | | | \- | | | \- | | | 322,580 | | | | \- | | | \- | | | 322,580 | |

| Stock option exercises | | 864 | | | 8 | | | 29,039 | | | \- | | | | \- | | | \- | | | 29,047 | |

| Stock issued for Lumenera contingent consideration | | 86 | | | \- | | | 4,740 | | | \- | | | | \- | | | 851 | | | 5,591 | |

| Treasury stock sold | | 29 | | | \- | | | 1,405 | | | \- | | | | \- | | | 292 | | | 1,697 | |

| Restricted stock activity | | 165 | | | 2 | | | (4,547 | ) | | \- | | | | \- | | | \- | | | (4,545 | ) |

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| Cash and cash equivalents, beginning of year | | | 338,101 | | | | 270,394 | | | | 167,708 | |

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Because of the availability of U.S. foreign tax credits, it is not practicable to determine the U.S. federal income tax liability that would be payable if such earnings were not reinvested indefinitely.

Although it is the Company's intention to permanently reinvest these earnings indefinitely there are certain events that would cause these earnings to become taxable.

The guidance is effective for annual and interim tests performed for fiscal years beginning after September 15, 2012.

In May 2011, the FASB issued an amendment to accounting and disclosures related to fair value measurement.

This amendment results in common principles and requirements for measuring fair value and for disclosing information about fair value measurements in accordance with GAAP and International Financial Reporting Standards.

In June 2011, the FASB issued an amendment to the disclosure of comprehensive income.

This amendment requires the presentation of total comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework [added: (1992)] issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Based on our evaluation under the framework in Internal Control-Integrated Framework, our management concluded that our internal control over financial reporting was effective as of December 31, [removed: 2012.][added: 2013.]

Our internal control over financial reporting as of December 31, [removed: 2012] [added: 2013] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

Our management excluded acquisitions completed during [removed: 2012] [added: 2013] from its assessment of internal control over financial reporting as of December 31, [removed: 2012.][added: 2013.]

These acquisitions are wholly-owned subsidiaries whose excluded aggregate assets represent [removed: 2.1%,] [added: 1.3%,] and whose aggregate total revenues represent [removed: 1.1%,] [added: 2.3%,] of the related consolidated financial statement amounts as of and for the year ended December 31, [removed: 2012.][added: 2013.]

Based on this evaluation, we have concluded that our disclosure controls and procedures are effective as of December 31, [removed: 2012.][added: 2013.]

There was no change in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2012] [added: 2013] that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There were no disclosures of any information required to be filed on Form 8-K during the fourth quarter of [removed: 2012] [added: 2013] that were not filed.

Except as otherwise indicated, the following information required by the Instructions to Form 10-K is incorporated herein by reference from the sections of the Roper Proxy Statement for the annual meeting of shareholders to be held on May [removed: 24, 2013,] [added: 21, 2014 ("2014 Proxy Statement"),] as specified below:

We incorporate the information required by this item by reference to our 2014 Proxy Statement.

"Proposal 1: Election of Directors;" "Section 16(a) Beneficial Ownership Reporting Compliance;" "Corporate Governance;" "Executive Officers;" "Audit Committee Report;" and "Board Committees and Meetings."

We incorporate the information required by this item by reference to our 2014 Proxy Statement.

"Compensation Discussion and Analysis;" "Executive Compensation;" "Director Compensation;" "Compensation Committee Interlocks and Insider Participation;" and "Compensation Committee Report."

The following table provides information as of December 31, [removed: 2012] [added: 2013] regarding compensation plans (including individual compensation arrangements) under which our equity securities are authorized for issuance.

| Plan Category | [removed: |] (a) Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | [removed: | | |] (b) Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | [removed: | | |] (c) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) | [removed: | |]

| Equity Compensation Plans [added: Not] Approved by Shareholders [removed: (1)] | [removed: | | 3,490,100 | | | $ | 66.07 | | |] [added: \-] | [removed: 6,941,775] [added: \-] | [added: \-] |

| Equity Compensation Plans [removed: Not] Approved by Shareholders [removed: | | | \- | | | | \- | |] [added: (1)] | [added: 3,562,286] | [removed: \-] [added: $ 78.75] | [added: 5,714,062] |

Other than the information set forth below, we incorporate the information required by this item by reference to our 2014 Proxy Statement.

| --- | --- | --- | --- |

| Total | 3,562,286 | $ 78.75 | 5,714,062 |

"Beneficial Ownership."

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | | | 3,490,100 | | | $ | 66.07 | | | | 6,941,775 | |

We incorporate the information required by this item by reference to our 2014 Proxy Statement.

"Review and Approval of Related Person Transactions" and "Director Independence."

We incorporate the information required by this item by reference to our 2014 Proxy Statement.

Fees paid to the Company's independent registered public accounting firm are disclosed under the caption "Proposal 5: Ratification of the Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting Firm for the Year Ending December 31, 2013."

| [added: |] (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, [removed: 2012] [added: 2013] and [removed: 2011][added: 2012]

Consolidated Statements of Earnings for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010][added: 2011]

Consolidated Statements of Stockholders' Equity and Comprehensive Earnings for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010][added: 2011]

Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010][added: 2011]

| [added: |] (2) | Consolidated Valuation and Qualifying Accounts for the years ended December 31, [removed: 2012, 2011] [added: 2013, 2012] and [removed: 2010] [added: 2011] |

| (l)4.8 | | Form of [removed: 6.625%] [added: 2.05% Senior] Notes due [removed: 2013.] [added: 2018.] |

| 23.1 | | Consent of Independent Registered Public [removed: Accounting Firm,] [added: Accountants,] filed herewith. |

| | (l) | Incorporated herein by reference to Exhibit [removed: 4.09] [added: 4.1] to the Roper Industries, Inc. Current Report on Form 8-K filed [removed: August 4, 2008] [added: June 6, 2013] (file no. 1-12273). |

| By: | /S/ BRIAN D. JELLISON | February [removed: 25, 2013] [added: 21, 2014] |

| Brian D. Jellison | | Chairman of the Board of Directors | February [removed: 25, 2013] [added: 21, 2014] |

| John Humphrey | | (Principal Financial Officer) | February [removed: 25, 2013] [added: 21, 2014] |

| Paul J. Soni | | (Principal Accounting Officer) | February [removed: 25, 2013] [added: 21, 2014] |

| David W. Devonshire | | Director | February [removed: 25, 2013] [added: 21, 2014] |

| John F. Fort, III | | Director | February [removed: 25, 2013] [added: 21, 2014] |

| Robert D. Johnson | | Director | February [removed: 25, 2013] [added: 21, 2014] |

| Robert E. Knowling | | Director | February [removed: 25, 2013] [added: 21, 2014] |

| Wilbur J. Prezzano | | Director | February [removed: 25, 2013] [added: 21, 2014] |

| Richard F. Wallman | | Director | February [removed: 25, 2013] [added: 21, 2014] |

| Christopher Wright | | Director | February [removed: 25, 2013] [added: 21, 2014] |

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