Mail Stop 6010
December 6, 2005
Via Facsimile and U.S. Mail
Mr. Michael W. Towe
Chief Financial Officer
Roper Industries, Inc.
2160 Satellite Blvd., Suite 200
Duluth, GA 30097
Re: Roper Industries, Inc.
Form 10-K for the year ended December 31, 2004
Filed March 16, 2005
File No. 1-12273
Dear Mr. Towe:
We have reviewed your filing and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and will make no further review of your
documents. Where indicated, we think you should revise your
future
filings in response to these comments. If you disagree, we will
consider your explanation as to why our comment is inapplicable or
a
revision is unnecessary. Please be as detailed as necessary in
your
explanation. In some of our comments, we may ask you to provide
us
with information so we may better understand your disclosure.
After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
Form 10-K for the year ended December 31, 2004
Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations
1. Please refer to comments 1 through 7 in our letter dated
September
16, 2004. In your December 31, 2004 Form 10-K, it does not appear
that you have fully implemented the revisions to your discussion
and
analysis as indicated from your response dated September 28, 2004.
Please revise your MD&A in future filings to provide a more
detailed
analysis of your results of operations. For example, please
enhance
your MD&A discussion to address the following:
* You state that revenues improved in the Instrumentation segment
due
to "improved distribution." Please revise future filings to
discuss
what changes were made and quantify the impact of the improved
distribution on your results of operations. Tell the reader how
you
expect these changes to impact your results in future periods.
* Please quantify the effect of acquisitions on your results of
operations. Specifically, quantify the effects of the NTGH and
R/D
Tech acquisitions.
Please refer to Item 303 of Regulation S-K and the guidance
provided
in our interpretative release titled "Commission Guidance
Regarding
Management`s Discussion and Analysis of Financial Condition and
Results of Operations".
Item 8. Financial Statements and Supplementary Data
Note 2. Business Acquisitions
2. We note your acquisition of TransCore Holdings on December 13,
2004 for $608 million. We further note that as a result of this
acquisition, you recorded goodwill of $383 million. Please tell
us
and revise future filings to disclose the primary reasons for the
acquisition, including a description of the factors that
contributed
to a purchase price that resulted in recognition of $383 million
of
goodwill. Refer to paragraph 51(b) of SFAS 141.
Note 12. Contingencies
3. We note from the financial statements of TransCore Holdings,
Inc.
filed on your Form 8-K dated December 13, 2004 that as of October
31,
2004, TransCore had outstanding surety bonds of $100.2 million and
letters of credit aggregating $23.5 million related to performance
and payment bonds. Please revise future filings to disclose any
significant contingent obligations, including any outstanding
surety
bonds and letters of credit.
* * * *
As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a cover letter with your response that keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review. Please
understand that we may have additional comments after reviewing
your
amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities and
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision. Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* The company is responsible for the adequacy and accuracy of the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
You may contact David Burton, Staff Accountant, at (202)
551-
3626 or me at (202) 551-3643 if you have questions regarding this
comment. In this regard, do not hesitate to contact Michele
Gohlke,
Branch Chief, at (202) 551-3327.
Sincerely,
Kevin L. Vaughn
Reviewing Accountant
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Mr. Michael W. Towe
Roper Industries, Inc.
December 6, 2005
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