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Section 1: 8-K (8-K)

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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
August 14, 2018 
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))
 
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company [ ]
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]






Item 8.01.    Other Events.
Roper Technologies, Inc. is filing its Statement Regarding Computation of Ratios of Earnings to Fixed Charges as Exhibit 12.1 to this Current Report on Form 8-K. Exhibit 12.1 is incorporated by reference into the Registration Statement on Form S-3ASR (File No. 333-208200) as an exhibit thereto.
Item 9.01.     Financial Statements and Exhibits.

(d) Exhibits.
12.1






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/ Robert C. Crisci
 
Date:
August 14, 2018
 
 
 
 
Robert C. Crisci,
Vice President and Chief Financial Officer
 
 
 
 



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Section 2: EX-12.1 (EXHIBIT 12.1)

Exhibit
Exhibit 12.1

Roper Technologies, Inc.
Statement Regarding Computation of Ratios of Earnings to Fixed Charges
and to
Combined Fixed Charges and Preferred Stock Dividends
(All currency amounts are in millions)

 
Year Ended December 31,
 
Six months ended June 30, 2018
 
2015
 
2016
 
2017
 
Ratio of Earnings to Fixed Charges
11.1x

 
8.2x

 
6.0x

 
6.7x

Earnings Computation:
 
 
 
 
 
 
 
Income from continuing operations before income taxes
$
1,002.3

 
$
940.7

 
$
1,034.7

 
$
568.7

Add: Fixed Charges (1)
99.5

 
130.9

 
205.7

 
99.4

Equals: Earnings as defined
$
1,101.8

 
$
1,071.6

 
$
1,240.4

 
$
668.1

(1) Fixed Charges Computation:
 
 
 
 
 
 
 
Interest expense and amortization of debt issuance costs
$
86.2

 
$
113.6

 
$
182.2

 
$
87.4

Add: Estimated interest portion of rental expense charged to income (one-third of rent expense)
13.3

 
17.3

 
23.5

 
12.0

Add: Preference security dividend requirements of consolidated subsidiaries

 

 

 

Equals: Fixed Charges as defined
$
99.5

 
$
130.9

 
$
205.7

 
$
99.4

For purposes of calculating these ratios, earnings is the amount resulting from adding (a) earnings from continuing operations before income taxes and (b) fixed charges. Fixed charges for these purposes include (a) interest expense, (b) amortization of debt issuance costs, and (c) one-third of rental expense, which we consider to be a reasonable approximation of the interest factor included in rental expense. Currently, we have no shares of preferred stock outstanding and we have not paid any dividends on preferred stock in the periods presented. Therefore, the ratios of earnings to combined fixed charges and preferred stock dividends are not different from the ratios of earnings to fixed charges.




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