8-K

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

Date of report (Date of earliest event reported) July 22, 2010

Gardner Denver, Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-13215	76-0419383
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1800 Gardner Expressway
Quincy, Illinois	62305
(Address of principal executive offices)	(Zip code)

(217) 222-5400


(Registrant’s telephone number, including area code)

          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 (see General Instruction A.2. below):

   o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

   o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

   o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

   o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

          On July 22, 2010, Gardner Denver, Inc. (the “Company”) issued a press release announcing the Company’s results for the second quarter ended June 30, 2010 and guidance for diluted earnings per share for the third quarter of 2010 and for the fiscal year ending December 31, 2010 (the “Press Release”). A copy of the Press Release is furnished with this report as Exhibit 99.1 to this current report on Form 8-K and incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

          The Company intends to post the presentation attached to this Current Report on Form 8-K on the “Investors” section of its website at www.gardnerdenver.com. The Company reserves the right to discontinue the availability of the presentation at any time. A copy of the presentation is furnished as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated into this Item 7.01 by reference.

          The information furnished in this Current Report on Form 8-K, including Exhibit 99.2 shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, unless the Company specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Gardner Denver, Inc. Press Release dated July 22, 2010
99.2	Gardner Denver, Inc. Presentation dated July 2010

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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 thereunto duly authorized.

	GARDNER DENVER, INC.
Date:  July 22, 2010	By:	/s/ Brent A. Walters
		Brent A. Walters
		Vice President, General Counsel, Chief Compliance Officer & Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Gardner Denver, Inc. Press Release dated July 22, 2010
99.2	Gardner Denver, Inc. Presentation dated July 2010

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

July 22, 2010	Contact:	Helen W. Cornell
		Executive Vice President, Finance and CFO
		(217) 228-8209

GARDNER DENVER, INC. REPORTS SECOND QUARTER 2010 FINANCIAL RESULTS:
Revenue Growth and Cost Reductions Lead to DEPS Improvement

Second Quarter Highlights:

• Organic order growth was 38 percent, compared to the three-month period ended June 30, 2009.

• Operating income expanded 110 percent on a 3 percent increase in revenues.

• Diluted Earnings per Share (“DEPS”) were $0.71 for the second quarter of 2010, 34 percent higher than $0.53 in the previous year.

• The estimated full-year DEPS range has been increased to $2.83 to $2.93, including profit improvement costs and other items totaling $0.04 per diluted share.

• Cash provided by operating activities exceeded $40 million for the second quarter of 2010 and was used in part to repay debt (approximately $21 million) and repurchase shares (approximately $9 million).

QUINCY, IL (July 22, 2010) – Gardner Denver, Inc. (NYSE: GDI) announced that revenues and operating income for the three months ended June 30, 2010 were $449.5 million and $56.6 million, respectively, and net income and DEPS attributable to Gardner Denver were $37.3 million and $0.71, respectively. For the six-month period of 2010, revenues and operating income were $871.7 million and $104.1 million, respectively, and net income and DEPS attributable to Gardner Denver were $69.3 million and $1.31, respectively. The three and six-month periods ended June 30, 2010 included expenses totaling $1.8 million and $2.8 million, respectively, for profit improvement initiatives and non-recurring items. These expenses reduced DEPS for the three and six-month periods of 2010 by $0.02 and $0.04, respectively.

Compared to the three-month period of 2009, revenues increased 3 percent, and orders increased 37 percent. The improvement in orders occurred in most business units and in all regions, with the most significant increase resulting from incremental demand for petroleum products. Operating income increased $29.7 million from $26.9 million in the prior year. Operating income as a percentage of revenues was 12.6 percent in the three-month period of 2010, compared to 6.2 percent in the prior year period. The prior year period included a net reduction of impairment charges of $3.9 million after the Company further analyzed its assessment of indefinite-lived intangible assets as of June 30, 2009. The quarter ended June 30, 2009 also included expenses related to profit improvement initiatives and non-recurring items totaling $19.9 million. Other factors leading to the increase in operating income in the three-month

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period of 2010, compared to the prior year period, were primarily the benefits of restructuring initiatives previously implemented and incremental profitability on the revenue growth.

CEO’s Comments

“The global demand environment continues to show modest improvements on an organic basis,” said Barry L. Pennypacker, Gardner Denver’s President and Chief Executive Officer. “The improvement continues to be generally broad-based and we have not seen any signs that this recovery is atypical from previous cycles. We continue to experience improving demand for OEM products and aftermarket parts and services and are benefiting from accelerating demand for petroleum products and related aftermarket parts and services, primarily due to the investments in well servicing pumps used in fracturing shale formations. We invested in each of the impacted operations during the downturn to streamline our processes and create incremental internal capacity through velocity improvements. As a result of these efforts, the incremental profit on the revenue growth has increased and our lead times have been reduced.

“In the second quarter of 2010, we demonstrated further progress toward our goal of 14 percent operating margin in the Industrial Products segment by 2014. We continue to make progress in improving our productivity and reducing material costs by broadening applications of our business system, ‘The Gardner Denver Way.’ Evidence of this change can be seen in the improvement in both our operating margin, adjusted to exclude restructuring costs and nonrecurring items, and inventory turnover, which improved to 5.4 times as of June 30, 2010 from 4.9 times as of June 30, 2009. We believe further opportunities exist to improve our processes and productivity in both reportable segments, as we continue our transformation into a lean organization.

“In early July, we completed the acquisition of ILMVAC GmbH (“ILMVAC”), a leading European provider of vacuum pumps, systems and accessories for R&D laboratories and industrial applications. ILMVAC has technical expertise in applying existing vacuum technology for lab applications tailored, in particular, to the European marketplace.

“Cash provided by operating activities was more than $67 million in the first half of 2010, allowing the Company to continue to reduce its borrowings and repurchase some of its shares in the open market. Although we maintained certain cash balances at quarter-end to complete the acquisition of ILMVAC on July 1, debt-to-total capital declined to 23.0 percent as of June 30, 2010. We continue to expect cash flow from operating activities, less capital expenditures, to slightly exceed net income in 2010, which should position the Company to repurchase shares or make additional acquisitions, if the appropriate opportunities become available.

“The Company invested $12.3 million in capital expenditures in the six-month period of 2010, compared to $28.1 million in the prior year period. By comparison, depreciation and amortization expense was $30.3 million for the six-

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month period of 2010 and $34.9 million in the comparable period of 2009. The Company expects capital expenditures to total approximately $35 million to $40 million in 2010.”

Outlook

Mr. Pennypacker stated, “Our outlook reflects a combination of increasing volume in aftermarket parts and services, and OEM and petroleum products, offset by unfavorable changes in foreign currency exchange rates primarily as a result of the relative strengthening of the U.S. dollar compared to the euro since March 31, 2010. We believe that increases in capacity utilization are leading to improvements in demand for aftermarket parts and services for industrial equipment, but do not feel that capacity utilization has increased sufficiently to warrant a significant amount of capital investments by manufacturing companies. As a result of our expectation for a slow economic recovery, we anticipate demand for industrial products to gradually improve as the year progresses, but continue to remain cautious in our outlook.

“Revenues for Engineered Products depend more on existing backlog levels than revenues for Industrial Products and orders for Engineered Products are frequently scheduled for shipment over an extended period of time. Many of these products are used in process applications, such as oil and gas refining and chemical processing, which are industries that typically experience increased demand very late in economic cycles. At present, orders for products used in these applications are primarily for replacement units, aftermarket parts and services. Our current outlook assumes that drilling pump shipments will not improve before the fourth quarter of 2010, but that demand for well servicing equipment and OEM compressors will remain strong through the balance of the year.”

Mr. Pennypacker stated, “Based on the economic outlook, our existing backlog and cost reduction plans, we are projecting the third quarter 2010 DEPS to be in a range of $0.68 to $0.74. The full-year 2010 DEPS are expected to be in the range of $2.83 to $2.93. This projection includes first half 2010 profit improvement costs (primarily consisting of severance expenses) and other items totaling $0.04 per diluted share. Full-year 2010 DEPS, adjusted to exclude profit improvement costs and other items, are expected to be in a range of $2.87 to $2.97. The effective tax rate assumed in the DEPS guidance for the second half of 2010 is 27 percent.”

Second Quarter Results

Revenues increased $13.5 million (3 percent) to $449.5 million for the three months ended June 30, 2010, compared to the same period of 2009. Orders and revenues for the Industrial Products segment increased 32 percent and 7 percent, respectively, in the second quarter, compared to the same period of 2009, reflecting on-going improvement in demand for OEM products and aftermarket parts and services on a global basis. In the second quarter of 2010, unfavorable changes in foreign currency exchange rates reduced orders and revenues for the Industrial Products segment by 1 percent. Organically, this segment generated order and revenue growth of 33 percent and 8 percent, respectively, in the second quarter of 2010, compared to the prior year period.

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Engineered Products segment revenues decreased 3 percent for the three months ended June 30, 2010, compared to the same period of 2009, partially due to unfavorable changes in foreign currency exchange rates. Orders for Engineered Products increased 45 percent in the second quarter, compared with the same period of 2009, reflecting accelerating demand for petroleum products, improving demand for aftermarket parts and services for engineered packages and continuing strong demand for OEM products. Revenues in the prior year period included backlog shipments of loading arms and engineered packages containing liquid ring pumps that did not recur in 2010. See “Selected Financial Data Schedule” at the end of this press release.

Gross profit increased $21.1 million (16 percent) to $151.6 million for the three months ended June 30, 2010, compared to the same period of 2009, primarily as a result of volume improvements, favorable product mix and cost reductions, despite the impact of unfavorable changes in foreign currency exchange rates. Gross margin increased to 33.7 percent in the three months ended June 30, 2010, from 29.9 percent in the same period of 2009. The increase in gross margin was due to the benefits of operational improvements, cost reductions, volume leverage and favorable product mix.

Selling and administrative expenses increased $4.6 million to $91.7 million in the three-month period ended June 30, 2010, compared to the same period of 2009, primarily due to increases in variable compensation and benefit expenses, partially offset by cost reductions and changes in foreign currency exchange rates ($1.4 million). As a percentage of revenues, selling and administrative expenses increased slightly to 20.4 percent for the three-month period ended June 30, 2010, compared to 20.0 percent for the same period of 2009.

Operating income, as adjusted to exclude the net impact of expenses incurred for profit improvement initiatives and non-recurring items (“Adjusted Operating Income”) for the three-month period ended June 30, 2010 was $58.4 million, compared to $42.9 million in the prior year period. Adjusted operating income as a percentage of revenues improved to 13.0 percent from 9.8 percent in the three-month period of 2009. DEPS, as adjusted for the impact of profit improvement initiatives and non-recurring items (“Adjusted DEPS”) for the three-month period ended June 30, 2010, were $0.73, compared to $0.50 in the three-month period of 2009. Adjusted Operating Income, on a consolidated and segment basis and Adjusted DEPS are both financial measures that are not in accordance with accounting principles generally accepted in the U.S. “GAAP”. See “Reconciliation of Operating Income (Loss) and DEPS to Adjusted Operating Income and Adjusted DEPS” at the end of this press release. Gardner Denver believes the non-GAAP financial measures of Adjusted Operating Income and Adjusted DEPS provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Gardner Denver believes excluding the specified items from operating income and DEPS provides a more meaningful comparison to the corresponding reported periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides

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management with a more relevant measurement of operating performance, and is more useful in assessing management performance.

Adjusted Operating Income for the Industrial Products segment in the second quarter of 2010 was $23.2 million and segment Adjusted Operating Income as a percentage of revenues was 8.6 percent. By comparison, Adjusted Operating Income for the Industrial Products segment was $6.3 million, or 2.5 percent of revenues, in the three-month period of 2009. Segment operating income⁽¹⁾ and segment operating margin⁽¹⁾, as reported under GAAP, for the Industrial Products segment for the three months ended June 30, 2010 were $20.2 million and 7.5 percent, respectively. Segment operating loss⁽¹⁾ for the Industrial Products segment, as reported under GAAP, for the three months ended June 30, 2009 was $6.3 million. The improvement in Adjusted Operating Income for this segment was primarily attributable to cost reductions completed over the previous twelve months and incremental profit on revenue growth. See the “Selected Financial Data Schedule” and the “Reconciliation of Operating Income (Loss) and DEPS to Adjusted Operating Income and Adjusted DEPS” at the end of this press release.

Adjusted Operating Income for the Engineered Products segment for the second quarter of 2010 was $35.2 million and segment Adjusted Operating Income as a percentage of revenues was 19.5 percent. Adjusted Operating Income for the Engineered Products segment in the three-month period of 2009 was $36.6 million, or 19.7 percent of revenues. Segment operating income⁽¹⁾, as reported under GAAP, for the Engineered Products segment for the three months ended June 30, 2010 was $36.4 million and segment operating margin⁽¹⁾ was 20.1 percent, compared to $33.2 million and 17.9 percent, respectively, in the same period of 2009. The reduction in Adjusted Operating Income for this segment was primarily attributable to volume reductions and unfavorable product mix, partially offset by cost reductions completed over the previous twelve months. See the “Reconciliation of Operating Income (Loss) and DEPS to Adjusted Operating Income and Adjusted DEPS” at the end of this press release.

The provision for income taxes for the three months ended June 30, 2010 increased $19.1 million to $12.6 million, compared to the same period of 2009. The effective tax rate for the three-month period of 2010 was 25 percent. The provision for income taxes in the three-month period of 2009 reflected the reversal of deferred tax liabilities totaling $11.6 million associated with a portion of the goodwill and other intangible asset impairment charges.

Net income attributable to Gardner Denver for the three months ended June 30, 2010 increased $9.9 million to $37.3 million, compared to $27.4 million in the same period of 2009. Diluted earnings per share attributable to Gardner Denver for the three months ended June 30, 2010 were $0.71, compared to $0.53 for the same period of the previous year.

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Six Month Results

Revenues in the six-month period of 2010 decreased $26.8 million (3 percent) to $871.7 million, compared to $898.5 million in the same period of 2009. This decrease is attributable to the global economic slowdown that reduced our shippable backlog in the first quarter of 2010, partially offset by on-going improvement in demand for OEM products and aftermarket parts and services and favorable changes in foreign currency exchange rates.

Gross profit increased $14.3 million (5 percent) to $285.4 million in the six months ended June 30, 2010, compared to the same period of 2009, as a result of the cost reduction projects completed over the previous fifteen months and favorable changes in foreign currency exchange rates. Gross margin increased to 32.7 percent in the six-month period of 2010, compared with 30.2 percent in the six-month period of 2009, primarily due to the cost reductions.

Compared to 2009, selling and administrative expenses decreased $2.3 million in the six-month period of 2010 to $179.4 million due primarily to cost reductions, partially offset by increases in variable compensation and benefit expenses and changes in foreign currency exchange rates ($3.2 million). As a percentage of revenues, selling and administrative expenses increased to 20.6 percent in the six months ended June 30, 2010, compared to 20.2 percent in 2009, as a result of lower leverage as revenue declined, despite cost reductions realized.

For the six-month period, operating income increased $304.3 million to $104.1 million in 2010, compared to an operating loss of $200.2 million in same period of 2009. Operating income as a percentage of revenues was 11.9 percent in the six-month period of 2010. The operating loss in 2009 was impacted by impairment charges ($261.1 million), as well as profit improvement initiatives and other items (totaling $28.0 million). The year-over-year increase in operating income was also attributable to cost reductions, partially offset by a reduction in revenue.

Adjusted Operating Income (a non-GAAP financial measure) for the six-month period ended June 30, 2010 was $106.9 million, compared to $88.9 million in the prior year period. Adjusted operating income as a percentage of revenues increased to 12.3 percent from 9.9 percent in the six-month period of 2009. See “Reconciliation of Operating Income (Loss) and DEPS to Adjusted Operating Income and Adjusted DEPS” at the end of this press release.

The provision for income taxes was $22.3 million in the six months ended June 30, 2010, compared to $7.4 million in the same period of 2009. The effective tax rate for the six-month period of 2010 was 24 percent. The provision in 2009 reflected the reversal of deferred tax liabilities totaling $11.6 million associated with a portion of the goodwill and other intangible asset impairment charges and, in the first quarter of 2009, expense of $8.6 million associated with the write-off of deferred tax assets related to net operating losses recorded in connection with the acquisition of CompAir. In the first quarter of 2009, the Company also recognized a $3.6 million benefit as a result of the reversal of an income tax reserve and related interest associated with the completion of a foreign tax examination.

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The Company generated net income of $69.3 million in the six-month period of 2010, compared to a net loss of $221.8 million in the same period of 2009. The Company generated DEPS of $1.31 in the six-month period of 2010, compared to a net loss on a per share basis of $4.28 for the same period of the previous year. Adjusted DEPS (a non-GAAP financial measure) for the six-month period ended June 30, 2010 were $1.35, compared to Adjusted DEPS for the prior year period of $1.01, reflecting a 34 percent improvement despite the 3 percent reduction in revenue. See “Reconciliation of Operating Income (Loss) and DEPS to Adjusted Operating Income and Adjusted DEPS” at the end of this press release.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains forward-looking statements that involve risks and uncertainties. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “could,” “anticipate,” “expect,” “believe,” “will,” “project,” “lead,” or the negative thereof or variations thereon or similar terminology. The actual future performance of the Company could differ materially from such statements. Factors that could cause or contribute to such differences include, but are not limited to: changing economic conditions; pricing of the Company’s products and other competitive market pressures; the costs and availability of raw materials; fluctuations in foreign currency exchange rates and energy prices; risks associated with the Company’s current and future litigation; and the other risks detailed from time to time in the Company’s SEC filings, including but not limited to, its Annual Report on Form 10-K for the fiscal year ending December 31, 2009, and its subsequent quarterly reports on Form 10-Q. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future.

Comparisons of the financial results for the three and six-month periods ended June 30, 2010 and 2009 follow.

Gardner Denver will broadcast a conference call to discuss results for the second quarter of 2010 on Friday, July 23, 2010 at 9:30 a.m. Eastern Time through a live webcast. This free webcast will be available in listen-only mode and can be accessed, for up to ninety days following the call, through the Investor Relations page on the Gardner Denver website at www.GardnerDenver.com or through Thomson StreetEvents at www.earnings.com.

Gardner Denver, Inc., with 2009 revenues of approximately $1.8 billion, is a leading worldwide manufacturer of highly engineered products, including compressors, liquid ring pumps and blowers for various industrial, medical, environmental, transportation and process applications, pumps used in the petroleum and industrial market segments and other fluid transfer equipment, such as loading arms and dry break couplers, serving chemical, petroleum and food industries. Gardner Denver’s news releases are available by visiting the Investors section on the Company’s website (www.GardnerDenver.com).

(1) Segment operating income (loss) (defined as income before interest expense, other income, net, and income taxes) and segment operating margin (defined as segment operating income (loss) divided by segment revenues) are indicative of short-term operational performance and ongoing profitability. For a reconciliation of segment operating income (loss) to consolidated operating income (loss) and consolidated income (loss) before income taxes, see “Business Segment Results” at the end of this press release.

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GARDNER DENVER, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts and percentages)
(Unaudited)

		Three Months Ended									Six Months Ended
		June 30,									June 30,
								%									%
		2010			2009			Change			2010			2009			Change
Revenues	$	449,519		$	436,049			3		$	871,683		$	898,529			(3	)
Cost of sales		297,919			305,513			(2	)		586,276			627,382			(7	)
Gross profit		151,600			130,536			16			285,407			271,147			5
Selling and administrative expenses		91,745			87,170			5			179,439			181,753			(1	)
Other operating expense, net		3,268			20,379			(84	)		1,917			28,555			(93	)
Impairment charges, net		-			(3,935	)	NM				-			261,065		NM
Operating income (loss)		56,587			26,922			110			104,051			(200,226	)	NM
Interest expense		6,062			6,611			(8	)		12,178			14,268			(15	)
Other income, net		(2	)		(1,243	)	NM				(637	)		(1,431	)		(55	)
Income (loss) before income taxes		50,527			21,554			134			92,510			(213,063	)	NM
Provision for income taxes		12,603			(6,493	)	NM				22,333			7,362			203
Net income (loss)		37,924			28,047			35			70,177			(220,425	)	NM
Less: Net income attributable to noncontrolling interests		590			648			(9	)		885			1,345			(34	)
Net income (loss) attributable to Gardner Denver	$	37,334		$	27,399			36		$	69,292		$	(221,770	)	NM
Earnings (loss) per share attributable to Gardner Denver common stockholders:
Basic earnings (loss) per share	$	0.71		$	0.53			34		$	1.33		$	(4.28	)	NM
Diluted earnings (loss) per share	$	0.71		$	0.53			34		$	1.31		$	(4.28	)	NM
Dividends per share	$	0.05		$	-		NM			$	0.10		$	-		NM
Basic weighted average number of shares outstanding		52,399			51,852						52,275			51,809
Diluted weighted average number of shares outstanding		52,802			52,102						52,696			51,809
Shares outstanding as of June 30		52,248			51,974

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GARDNER DENVER, INC.
CONDENSED BALANCE SHEET ITEMS
(in thousands, except percentages)
(Unaudited)

					%
		6/30/2010		3/31/2010	Change			12/31/2009
Cash and cash equivalents	$	111,138	$	112,823	(1	)	$	109,736
Accounts receivable, net		342,750		332,404	3			326,234
Inventories, net		220,080		223,088	(1	)		226,453
Total current assets		723,072		721,208	-			718,511
Total assets		1,832,618		1,893,792	(3	)		1,939,048
Short-term borrowings and current maturities of long-term debt		34,797		38,110	(9	)		33,581
Accounts payable and accrued liabilities		275,388		273,706	1			289,949
Total current liabilities		310,185		311,816	(1	)		323,530
Long-term debt, less current maturities		278,986		306,660	(9	)		330,935
Total liabilities		784,459		828,777	(5	)		875,039
Total stockholders’ equity	$	1,048,159	$	1,065,015	(2	)	$	1,064,009

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GARDNER DENVER, INC.
BUSINESS SEGMENT RESULTS
(in thousands, except percentages)
(Unaudited)

		Three Months Ended								Six Months Ended
		June 30,								June 30,
							%								%
		2010			2009		Change			2010			2009		Change
Industrial Products Group
Revenues	$	268,650		$	250,281			7	$	515,044		$	504,154			2
Operating income (loss)		20,157			(6,321	)	NM			39,710			(267,711	)	NM
% of revenues		7.5%			(2.5%	)				7.7%			(53.1%	)
Orders		281,904			213,609			32		559,704			458,286			22
Backlog		213,107			221,583			(4)		213,107			221,583			(4)
Engineered Products Group
Revenues		180,869			185,768			(3)		356,639			394,375			(10)
Operating income		36,430			33,243			10		64,341			67,485			(5)
% of revenues		20.1%			17.9%					18.0%			17.1%
Orders		218,420			150,769			45		425,885			299,154			42
Backlog		259,322			231,970			12		259,322			231,970			12
Reconciliation of Segment Results to Consolidated Results
Industrial Products Group operating income (loss)	$	20,157		$	(6,321	)			$	39,710		$	(267,711	)
Engineered Products Group operating income		36,430			33,243					64,341			67,485
Consolidated operating income (loss)		56,587			26,922					104,051			(200,226	)
% of revenues		12.6%			6.2%					11.9%			(22.3%	)
Interest expense		6,062			6,611					12,178			14,268
Other income, net		(2	)		(1,243	)				(637	)		(1,431	)
Income (loss) before income taxes	$	50,527		$	21,554				$	92,510		$	(213,063	)
% of revenues		11.2%			4.9%					10.6%			(23.7%	)

The Company evaluates the performance of its reportable segments based on operating income (loss), which is defined as income (loss) before interest expense, other income, net, and income taxes. Reportable segment operating income (loss) and segment operating margin (defined as segment operating income (loss) divided by segment revenues) are indicative of short-term operating performance and ongoing profitability. Management closely monitors the operating income (loss) and operating margin of each business segment to evaluate past performance and identify actions required to improve profitability.

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GARDNER DENVER, INC.
SELECTED FINANCIAL DATA SCHEDULE
(in millions, except percentages)
(Unaudited)

	Three Months Ended						Six Months Ended
	June 30,						June 30,
				%						%
	$ Millions			Change			$ Millions			Change
Industrial Products Group
2009 Revenues		250.3						504.2
Effect of currency exchange rates		(3.5	)		(1	)		10.3			2
Organic growth		21.9			8			0.5			-
2010 Revenues		268.7			7			515.0			2
2009 Orders		213.6						458.3
Effect of currency exchange rates		(1.9	)		(1	)		13.5			3
Organic growth		70.2			33			87.9			19
2010 Orders		281.9			32			559.7			22
Backlog as of 06/30/09		221.6
Effect of currency exchange rates		(11.7	)		(5	)
Organic growth		3.2			1
Backlog as of 06/30/10		213.1			(4	)
Engineered Products Group
2009 Revenues		185.8						394.4
Effect of currency exchange rates		(1.1	)		(1	)		4.6			1
Organic growth		(3.8	)		(2	)		(42.4	)		(11	)
2010 Revenues		180.9			(3	)		356.6			(10	)
2009 Orders		150.8						299.2
Effect of currency exchange rates		(0.9	)		(1	)		5.4			2
Organic growth		68.5			46			121.3			40
2010 Orders		218.4			45			425.9			42
Backlog as of 06/30/09		232.0
Effect of currency exchange rates		(8.8	)		(4	)
Organic growth		36.1			16
Backlog as of 06/30/10		259.3			12
Consolidated
2009 Revenues		436.0						898.5
Effect of currency exchange rates		(4.6	)		(1	)		14.9			2
Organic growth		18.1			4			(41.7	)		(5	)
2010 Revenues		449.5			3			871.7			(3	)

11

GARDNER DENVER, INC.
RECONCILIATION OF OPERATING INCOME (LOSS) AND DEPS TO
ADJUSTED OPERATING INCOME AND ADJUSTED DEPS
(in thousands, except per share amounts and percentages)
(Unaudited)

While Gardner Denver, Inc. reports financial results in accordance with accounting principles generally accepted in the U.S. (“GAAP”), this press release includes non-GAAP measures. These non-GAAP measures are not in accordance with, nor are they a substitute for, GAAP measures. Gardner Denver, Inc. believes the non-GAAP financial measures of Adjusted Operating Income and Adjusted DEPS provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Gardner Denver believes excluding the specified items from operating income and DEPS provides management a more meaningful comparison to the corresponding reported periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides management with a more relevant measurement of operating performance, and is more useful in assessing management performance.

	Three Months Ended									Six Months Ended
		June 30, 2010									June 30, 2010
	Industrial			Engineered						Industrial			Engineered
	Products			Products						Products			Products
	Group			Group			Consolidated			Group			Group			Consolidated
Operating income	$	20,157		$	36,430		$	56,587		$	39,710		$	64,341		$	104,051
% of revenues		7.5%			20.1%			12.6%			7.7%			18.0%			11.9%
Adjustments to operating income:
Profit improvement initiatives (2)		2,761			(1,419	)		1,342			3,960			(1,264	)		2,696
Other, net (3)		262			181			443			(21	)		161			140
Total adjustments to operating income		3,023			(1,238	)		1,785			3,939			(1,103	)		2,836
Adjusted Operating Income	$	23,180		$	35,192		$	58,372		$	43,649		$	63,238		$	106,887
% of revenues, as adjusted		8.6%			19.5%			13.0%			8.5%			17.7%			12.3%
	Three Months Ended									Six Months Ended
		June 30, 2009									June 30, 2009
	Industrial			Engineered						Industrial			Engineered
	Products			Products						Products			Products
	Group			Group			Consolidated			Group			Group			Consolidated
Operating (loss) income	$	(6,321	)	$	33,243		$	26,922		$	(267,711	)	$	67,485		$	(200,226	)
% of revenues		(2.5%	)		17.9%			6.2%			(53.1%	)		17.1%			(22.3%	)
Adjustments to operating (loss) income:
Profit improvement initiatives (2)		16,682			3,073			19,755			18,203			9,416			27,619
Impairment charges, net		(3,935	)		-			(3,935	)		261,065			-			261,065
Other, net (3)		(145	)		285			140			(89	)		482			393
Total adjustments to operating (loss) income		12,602			3,358			15,960			279,179			9,898			289,077
Adjusted Operating Income	$	6,281		$	36,601		$	42,882		$	11,468		$	77,383		$	88,851
% of revenues, as adjusted		2.5%			19.7%			9.8%			2.3%			19.6%			9.9%
	Three Months Ended									Six Months Ended
		June 30,									June 30,
							%									%
	2010			2009			Change			2010			2009			Change
Diluted earnings (loss) per share	$	0.71		$	0.53			34		$	1.31		$	(4.28	)	NM
Adjustments to diluted earnings (loss) per share:
Profit improvement initiatives (2)		0.02			0.26						0.04			0.37
Impairment charges, net		-			(0.30	)					-			4.80
Non-cash income tax items (4)		-			-						-			0.10
Other, net (3)		-			0.01						-			0.02
Total adjustments to diluted earnings (loss) per share		0.02			(0.03	)					0.04			5.29
Adjusted Diluted Earnings Per Share	$	0.73		$	0.50			46		$	1.35		$	1.01			34

(2)	Costs, consisting primarily of employee termination benefits, to streamline operations, reduce overhead costs and rationalize the Company’s manufacturing footprint.
(3)	Consists of the gain on the sale of a foundry in the first quarter of 2010 and, in both 2010 and 2009, certain retirement expenses, acquisition due diligence and certain integration costs.
(4)	Includes an $8.6 million ($0.17 per share) write-off of deferred tax assets related to net operating losses recorded in connection with the acquisition of CompAir, partially offset by the reversal of an income tax reserve and related interest totaling $3.6 million ($0.07 per share) associated with the completion of a foreign tax examination.

12

EX-99.2

Exhibit 99.2

Investor Presentation July 2010 The Gardner Denver Way

All of the statements made by Gardner Denver in this presentation or made orally in connection with it, other than historical facts, are forward- looking statements. As a general matter, forward-looking statements are those focused upon anticipated events or trends, expectations, and beliefs relating to matters that are not historical in nature. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for these forward-looking statements. In order to comply with the terms of the safe harbor, the Company notes that forward-looking statements are subject to known and unknown risks, uncertainties, and other factors relating to the Company's operations and business environment, all of which are difficult to predict and many of which are beyond the control of the Company. These known and unknown risks, uncertainties, and other factors could cause actual results to differ materially from those matters expressed in, anticipated by or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: changing economic conditions; pricing of the Company's products and other competitive market pressures; the costs and availability of raw materials; fluctuations in foreign currency rates and energy prices; risks associated with the Company's current and future litigation; and the other risks detailed from time to time in the Company's SEC filings, including but not limited to, its annual report on Form 10-K for the fiscal year ending December 31, 2009, and its quarterly reports on Form 10-Q. These statements reflect the current views and assumptions of management with respect to future events. The Company does not undertake, and hereby disclaims, any duty to update these forward-looking statements, although its situation and circumstances may change in the future. The inclusion of any statement in this presentation does not constitute admission by the Company or any other person that the events or circumstances described in such statement are material. Safe Harbor Disclosure

A G E N D A Building The New Gardner Denver Transforming the Company Operational Excellence 1 Execution Update Execution Update 2 3 Future Growth

Gardner Denver Today 2009 Revenues $1.8 B % of revenues outside U.S. > 67% Global ranking in major products #1 or #2 Manufacturing facilities worldwide 40 Market capitalization $2.3 B

IN THE PAST Successful Acquisition-Driven Growth Strategy... (Actual Revenues $M) 99 00 01 02 03 04 05 06 07 08 09 United States 232.7 272.2 291.9 264.5 253.6 327.6 495.3 695.2 764.967 747.934 574.249 Europe 49.6 53.9 65.5 85.7 97.2 237.8 418.2 601.8 669.385 771.315 687.686 Asia 6.9 13.7 14.1 26 40 93.1 167.3 191.8 246.218 285.159 287.383 Other 37.9 39.6 48.3 42 48.7 81.1 133.8 180.4 188.274 213.924 213.924 Other Asia Europe US

United States Europe Asia Canada Latin America Other 574.249 687.686 287.383 45.056 75.535 108.236 Built a Well-Diversified Business Industrial Manufacturing Downstream Energy Upstream Energy Transportation Medical Mining and Construction Chemical Food and Beverage Environment Printing Paper Other 0.28 0.14 0.1 0.09 0.08 0.05 0.05 0.05 0.03 0.02 0.02 0.09 Revenues By Industries Served (2) Revenues By Geography No customer >3% of revenues United States 32% Europe 39% Asia 16% Canada 3% Latin America 4% Other 6% (2) See note on slide 35 Industrial Manufacturing 28% Downstream Energy 14% Upstream Energy 10% Transportation 9% Medical 8% Mining and Construction 5% Chemical 5% Environment 3% Food and Beverage 5% Printing 2% Paper 2% Other 9%

Economic Indicator Outlook Today Market Outlook Snapshot U.S. Industrial Production E.U. Industrial Production Oil and Gas China growth OEM applications Stable to positive; aftermarket products and services driven Well servicing demand improving; drilling pump demand promising Positive Positive Six months ago

REALIGNED OPERATIONS IN 2009: Two Focused Operating Segments Industrial Products Group 58% of revenues Engineered Products Group Segment Key Products Top Industries Served Compressors (>50 psi) Blowers (<50 psi, vacuum) Manufacturing Transportation Mining / Construction Energy Reciprocating pumps Liquid ring pumps Loading arms OEM compressors and pumps Energy Manufacturing Medical Chemical 42% revenues Revenues for twelve months ending December 31, 2009

United States Europe Asia Canada Latin America Other 24 47 16 2 3 8 Industrial Products Group Industrial Manufacturing Downstream Energy Transportation Medical Environmental Chemical Food and Beverage Printing Paper Auto Svcs Other Mining and Construction 0.41 0.06 0.11 0.04 0.02 0.02 0.09 0.04 0.01 0.04 0.09 0.07 Revenues By Industries Served (2) Revenues By Geography Varied applications in global industrial economies (2) See note on slide 35

United States Europe Asia Canada Latin America Other 0.43 0.27 0.17 0.03 0.06 0.04 Engineered Products Group Industrial Manufacturing Upstream Energy Downstream Energy Transportation Medical Environmental Chemical Paper Other Mining & Construction 0.12 0.21 0.24 0.05 0.14 0.04 0.09 0.04 0.05 0.02 Revenues By Industries Served (2) Revenues By Geography Focused primarily on direct and OEM accounts (2) See note on slide 35

Conditions Right for a Transformation Last 10 years primary focus on external growth 22 acquisitions Significant integration, rationalization and margin expansion opportunities New CEO in 2008 Expertise in operational excellence Economic slowdown Added impetus Conditions right for transformation

A NEW WAY FORWARD The Gardner Denver Way From a good company... .... To a great company CUSTOMERS SHAREHOLDERS EMPLOYEES Innovative High Velocity VALUE COMMITMENT RESOURCES

Our Vision for The New Gardner Denver Greater organic growth Operational excellence Improved profitability and cash flow Improved return on invested capital CUSTOMERS SHAREHOLDERS EMPLOYEES Innovative High Velocity VALUE COMMITMENT RESOURCES

A G E N D A Building The New Gardner Denver Transforming the Company The Gardner Denver Way 1 Execution Update Execution Update 2 Future Growth 3

Priorities to Transform Gardner Denver Improve margins Streamline global footprint Reduce material costs Improve productivity Expand Cash Flow Accelerate inventory turns to 7-8X Targeted capital spending Divest excess assets Underpinned by operational excellence The new Gardner Denver

#1 IMPROVE MARGINS Major Restructuring Projects Moving Forward Completed Through 2Q10 CompAir administration integration Salaried staff reductions Facility rationalizations - - Hanover, MD - - Louisville, KY - - Piqua, OH - - Tulsa, OK Assembly - - Gloucester, UK - - Puchheim, Germany - - Sheboygan, WI 15 SAP R/3 or Business One implementations - - Ocala, FL 3Q - 4Q 2010 Completion Administrative cost reductions - 11 SAP R/3 implementations - 4 SAP Business One implementations

Before After East 128500 67000 #1 IMPROVE MARGINS Case Study: Rationalization in Germany Merged Puchheim, Germany plant into Memmingen facility in 2009 Created efficient cells 108 manpower reduction 22% inventory reduction 48% reduction in manufacturing floor space (sq. ft.) Puchheim Memmingen

#1 IMPROVE MARGINS Delivering Significant Cost Savings Annual Savings Expected 2009 2010 Future years 2007 East 40 65 70 40 West 30.6 38.6 34.6 31.6 North 45.9 46.9 45 43.9 Invested nearly $70M to realize these savings Reduced manpower by 2,100 or 25% since Sep-08

#1 IMPROVE MARGINS Increase Engineered Products Group Trough Margins 200 BPS Adjusted Operating Margins (1) Peak Trough New Trough Q110 Q210 East 0.245 0.13 0.15 0.16 0.195 Closed 3 facilities Reduced material costs Ongoing operational improvements Despite revenue decline of 20-25% (1) See note on slide 35

#1 IMPROVE MARGINS Expand Margins in Industrial Products Group Adjusted Operating Margins (1) 2007* 2008* 1H09 2H09 Q110 Q210 2014 Goal East 0.103 0.088 0.02 0.074 0.083 0.086 0.14 Goal: "14 x 14" Integrated CompAir Closed 5 facilities Reduced material costs Ongoing operational improvements * Results pro forma for CompAir acquisition (1) See note on slide 35

#2 EXPAND CASH FLOW Strong Balance Sheet and Growing Free Cash Flow Excellent liquidity $111M cash $294M unused credit Debt to total capitalization of 23.0% Credit rating of BB/Ba1 Strong Balance Sheet (June 30, 2010) Growing Free Cash Flow * Capex 2004 2005 2006 2007 2008 2009 East 20 36 41 48 41 43 West 76 115 167 182 277 211.311 North 45.9 46.9 45 43.9 Free cash flow $M Cash Flow Free cash flow $158M LTM through 2Q10 Free cash flow 89% net income (3) 2Q10 and 124% LTM * Free cash flow is defined as "cash flow provided by operating activities, less capital expenditures." (3) See note on slide 35

IN SUMMARY Gardner Denver Remains Solidly Profitable .... Despite Economic Headwinds 2008 2009 East 1000 800 Revenues ($) 2008 2009 East 3.54 2.4 Adjusted DEPS (1) ($) Transformation will lead to new peak earnings $1.8B (1) See note on slide 35

A G E N D A Building The New Gardner Denver Transforming the Company The Gardner Denver Way 1 Future Growth Execution Update Future Growth 3 Execution Update 2

Powerful New Culture Will Drive Growth Product focus Medium innovation Primary growth Acquisitions Top down culture Profitable Customer focus High innovation Balanced growth Organic and acquisitions Inclusive culture Highly profitable Past Present

Five Point Growth Strategy 5. Margin improvement 4. Selective acquisitions 3. Innovative products 2. Aftermarket growth 1. Organic growth

A CLOSER LOOK AT GROWTH INITIATIVES Innovative Products: Quantima Case Study Product CompAir Quantima Compressor Innovations No gear box, no oil, no mechanical bearings, no friction The customer Murray Goulburn Co-operative Co. Ltd. Results Energy use a 35% Service cost a 64% Annualized savings of 187K AUD in energy and maintenance costs CO2 emissions a 2,577 metric tons annually

A CLOSER LOOK AT GROWTH INITIATIVES Growth Potential in Aftermarket Broaden direct service capabilities Enhance product offering Design in proprietary features Higher margin revenue growth Sales Sales Today 78 22 25-30% Aftermarket Today Sales Sales Today 60 40 40-45% Aftermarket Future (% of total sales)

A CLOSER LOOK AT GROWTH INITIATIVES After Market Growth: Vacuum Pumps Case Study Existing Product Nash CL has a large installed base Recognized reliability Product design leads to durability in harsh environments Requires a constant flow of liquid to operate ECO-FLOTM Technology Developed New, innovative, upgraded internal design Reduces customers' costs and environmental impact Up to 50% less liquid usage Opportunity Potential to retrofit 20,000 CL pumps installed globally

RESULTS WE EXPECT Driving >$120M Operating Margin Expansion With Zero Top Line Growth Industrial Products Group Adjusted Operating Margin (1) 1H 2009 Goal 2014 East 2 2 6 10 14 4 4 4 Restructuring Productivity Sourcing "14 by 14" Impact Adds $120-$125 million to operating income Adds $1.62-$1.68 to DEPS 2.0% 1/3 1/3 1/3 14% See slide 36 for additional information

Gardner Denver 3-5 years out Higher margins in both segments Aftermarket growth reduces revenue cyclicality Expanded share in target markets served Inventory turns improve 2-3 times Higher ROIC Balanced growth - organic and acquisitions

Quality improvements Extended service contracts Shorter lead times Share gains Low cost sourcing Employee development Reduced cyclicality ERP implementation Modified distribution model Penetrate key market segments Proprietary aftermarket Lean principles Customer-driven innovation Retrofit products Process improvements Wide Range of Growth Initiatives Underway

Lean principles ERP implementation Proprietary aftermarket Employee development Low cost sourcing Penetrate key market segments Quality improvements Share gains Modified distribution model Extended service contracts Customer-driven innovation Shorter lead times Retrofit products Process improvements Building The New Gardner Denver

Why Invest in Gardner Denver Leading position in served market segments Multi-year profit improvement program underway Delivering > $120 M margin improvements with zero top line growth Building a new, high performance company

Investor Presentation July 2010 The Gardner Denver Way

Presentation Notes Note 1: Adjusted Operating Income, Adjusted Operating Margins, Adjusted Net Income and Adjusted DEPS are financial measures that are not in accordance with US GAAP. Adjusted Operating Income, Adjusted Operating Margins and Adjusted DEPS excludes the net impact of expenses incurred for profit improvement initiatives, non- recurring items and impairment charges. Free cash flow adjusted net income is net income excluding non-cash impairment charges, net of related changes in deferred tax assets and liabilities. Gardner Denver believes the non-GAAP financial measure of Adjusted Operating Income, Adjusted Operating Margins, Adjusted Net Income and Adjusted DEPS provide important supplemental information to both management and investors regarding financial and business trends used in assessing its results of operations. Gardner Denver believes excluding the specified items from the aforementioned financial measures provides a more meaningful comparison to the corresponding reported periods and internal budgets and forecasts, assists investors in performing analysis that is consistent with financial models developed by investors and research analysts, provides management with a more relevant measurement of operating performance, and is more useful in assessing management performance. Note 2: Company estimates Note 3: Excludes impairment and related tax items Gardner Denver, Nash, CompAir and Quantima, and their related designs and logotypes, are trademarks and servicemarks of Gardner Denver, Inc. and its subsidiaries

Significant Operating Margin Improvement Opportunities The Company's long-term target of 14.0 percent operating margin in the IPG segment has the potential to yield approximately $1.63 in additional DEPS ($ in millions, except per share data) GDI Industrial Products Group 1H 2009 annualized segment revenues $1,017 1H 2009 annualized segment adjusted operating income (1) $20 As a percent of revenues (adjusted operating margin (1)) 2.0% Target IPG segment operating margin 14.0% Target IPG segment operating income, based on 2009 annualized revenues $142 Incremental operating income $122 Incremental after-tax earnings $85 Average Diluted Shares Outstanding on June 30, 2009 52.0 million Incremental DEPS impact of segment operating margin improvement to target $1.63 (1) See note on slide 35