ROPRoper Technologies

We note that you redeemed a portion of your Senior Subordinated Convertible Notes during the year ended December 31, 2012, resulting in payment of a redemption premium of approximately $77 million. Please clarify for us the total amount of your convertible debt redemptions and the circumstances that led to the redemptions and payment of the redemption premium.

Rest of the question

Additionally clarify how you accounted for the redemption and cite any authoritative literature upon which you relied. Revise future filings as necessary.

We respectfully clarify that our Senior Subordinated Convertible Notes (the "Notes") were not redeemed by the Company during 2012, but were converted (or redeemed) by the holders of the Notes.

As noted in our 10-K, upon conversion by a note holder, the Company pays the value of the accreted principal in cash, and at the discretion of the Company, the remainder of the conversion value (or premium) is paid in cash or stock. Prior to 2012, all such premium was paid in stock.

Rest of the answer

During 2012, some of the premium was paid in cash, leading to the inclusion of such payments in the statement of cash flows as "Redemption premium on convertible debt".

The total cash paid during the year ended December 31, 2012 for the conversion of the Notes was $133.9 million, which includes $57.3 million for the accreted principal and $76.6 million of premium based on conversion values.

The Company is in accordance with Accounting Standards Codification ("ASC") No. 470-20, Debt with Conversion and Other Options, when accounting for the notes. Specifically, the example in ASC No. 470-20-55-80, illustrates how a conversion is recorded. In accounting for the conversion of the notes, debt and the related conversion option in equity are debited and cash is credited. If stock is issued, rather than cash for the premium, then common stock and additional paid in capital would be credited along with cash paid for the accreted principle.

In future filings, the Company will clarify between Note holder conversions and Note redemptions.

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In connection with the Company's response to the comments of the Staff set forth herein, the Company acknowledges the following:

· 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.

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Please address any comments or questions with respect to the foregoing to the undersigned at (941) 556-2616.

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