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 23, 2008

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 23, 2008, Gardner Denver, Inc. (the “Company”) issued a press release announcing the Company’s results for the second quarter ended June 30, 2008 and guidance for diluted earnings per share for the third quarter and total year 2008 (the “Press Release”). A copy of the Press Release is furnished with this report as Exhibit 99.1 to this Form 8-K and incorporated by reference herein.

Item 7.01. Regulation FD Disclosure.

     On July 24, 2008, the Company will broadcast a conference call to discuss second quarter earnings and the Company’s acquisition of CompAir Holdings Limited. A copy of the Company’s investor presentation to be delivered during the conference call on June 24, 2008 is furnished with this report as Exhibit 99.2 to this Form 8-K.

     The information in this Item 7.01 and the exhibit attached hereto will not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor will such information or exhibit be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as may be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1	Gardner Denver, Inc. Press Release dated July 23, 2008
99.2	Gardner Denver, Inc. Investor Presentation to be delivered on July 24, 2008

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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 23, 2008	By:	/s/ Tracy D. Pagliara
		Tracy D. Pagliara
		Vice President, Law

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Gardner Denver, Inc. Press Release dated July 23, 2008
99.2	Gardner Denver, Inc. Investor Presentation to be delivered on July 24, 2008

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EX-99.1

Exhibit 99.1

PRESS RELEASE

FOR IMMEDIATE RELEASE

July 23, 2008	Contact:	Christian E. Rothe
		Director, Strategic Planning and Development
		(217) 228-8224

GARDNER DENVER, INC. REPORTS SOLID REVENUE AND EARNINGS GROWTH
FOR THE SECOND QUARTER OF 2008:
Record Cash Provided by Operating Activities of $52 Million in the Quarter

Compared to the second quarter of 2007:

• Revenues increased 13 percent

• Net income increased 11 percent

• Diluted earnings per share increased 12 percent

QUINCY, IL (July 23, 2008) – Gardner Denver, Inc. (NYSE: GDI) announced that revenues and net income for the three months ended June 30, 2008 were $518.1 million and $49.6 million, respectively. For the six-month period of 2008, revenues and net income were $1.0 billion and $100.4 million, respectively. Diluted earnings per share (“DEPS”) for the three-month period were $0.93, 12 percent higher than the comparable period of 2007, and included a $3.9 million pretax charge for non-recurring retirement expenses, which decreased DEPS by $0.05 in the second quarter. For the six-month period of 2008, DEPS were $1.87, 15 percent higher than the comparable period of the previous year. The Company’s DEPS improvement for the three months ended June 30, 2008 was attributable to organic revenue growth in the Compressor and Vacuum Products segment, operational improvements, including benefits from cost reduction efforts, favorable changes in foreign currency exchange rates, lower interest expense, and a lower effective tax rate. Cash provided by operating activities was $52 million in the three-month period of 2008, the highest level ever posted in the second quarter by the Company, and included a $5.2 million reduction in inventory since March 31, 2008. For the six-month period of 2008, cash provided by operating activities exceeded $117 million.

Subsequent Event

On Monday, July 21, 2008, Gardner Denver announced that it has entered into separate share purchase agreements with the holders of 100 percent of the outstanding shares of CompAir Holdings Limited (“CompAir”), a leading global manufacturer of compressed air and gas solutions, for a total enterprise value of £197.5 million (approximately $395 million), which will be paid through a combination of cash and the assumption of existing CompAir debt. The closing of this acquisition, which is expected to occur in the fourth quarter of 2008, is subject to regulatory approval and certain other closing conditions. The CompAir acquisition will be further addressed

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during the Company’s second quarter 2008 earnings conference call scheduled for Thursday, July 24, 2008 at 9:30 a.m. Eastern time.

Review of Results

“I am very pleased with Gardner Denver’s performance in the second quarter of 2008, which reflects the Company’s flexibility and drive to improve results in the face of many dynamic changes,” said Barry L. Pennypacker, Gardner Denver’s President and Chief Executive Officer. “During the quarter, we achieved record shipment levels, furthered our understanding and application of lean methodologies, and negotiated the Company’s most significant acquisition since 2005. The acquisition of CompAir is intended to strengthen Gardner Denver’s position as a leading global provider of compressor and vacuum products, further diversify the Company’s end market segments served, and expand product technologies available to our customers. We believe the synergies between the two organizations are very compelling.

“The second quarter results reflect continued strength in most of our compressor and vacuum end market segments and a slight reacceleration in demand for drilling pumps,” said Mr. Pennypacker. “While demand for compressor and vacuum products was broad-based during the quarter, both regionally and across product lines, certain areas of our business have begun to show weakness and our outlook remains cautious for the second half of this year. In particular, demand for standard industrial compressors in the U.S. and U.K. has continued to slow in recent months. Demand for compressors tends to follow changes in industrial capacity utilization rates and when this key indicator declines below 80%, which occurred in the U.S. during the second quarter of 2008, historically orders for compressors decline six months later. Demand for compressor and vacuum products remains strong in Asia, while Europe is still growing, but at a lower rate. Demand for our engineered products continues to be robust throughout the world, including environmental and oil and gas refining applications in the U.S. On balance, the economic climate appears consistent with our expectations that orders for our compressor and vacuum products will continue to grow through the balance of the year, but at a lower rate. In response to elevated prices for oil and natural gas, demand for our petroleum products has demonstrated an improvement, although not to levels realized in 2006.

“For the three months ended June 30, 2008, compared to the same period of 2007, revenues increased 13 percent, reflecting the favorable impact of foreign currency exchange rates and strong organic growth in Europe and Asia,” said Mr. Pennypacker. “As expected, gross profit as a percentage of revenues declined in the second quarter of 2008, when compared to the second quarter of 2007, as a result of the Company’s product mix shifting away from petroleum pumps. Operating income as a percentage of revenues also declined year-over-year, primarily reflecting the gross profit as a percentage of revenues decline and the non-recurring retirement expenses. We are in the process of rapidly expanding our lean enterprise techniques, which creates near-term pressure on operating margins and production as processes are improved and inventory is reduced. The benefit is realized in manufacturing lead-time reduction, with operating margin improvements attributable to lean initiatives expected to begin in 2009.

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“The strong operating performance of the Company, combined with a $5.2 million inventory reduction, resulted in $52 million in cash provided by operating activities during the second quarter, despite receivables expanding in response to revenue growth. The Company used this cash primarily to repay $43.0 million of debt during the three-month period. Cash provided by operating activities in the first six months of 2008 exceeded $117 million. As of June 30, 2008, debt to total capital was 16.2 percent, compared with 19.4 percent at March 31, 2008. We believe that our balance sheet will remain strong, even after the incremental debt added to complete the acquisition of CompAir,” said Mr. Pennypacker.

Compressor and Vacuum Products segment orders and revenues grew by 13 percent and 18 percent, respectively, in the second quarter of 2008, compared with the same period of 2007, reflecting favorable changes in foreign currency exchange rates and increased global demand for engineered packages and products used in original equipment manufacturer (“OEM”) applications. Manufacturing integration projects completed in 2007 resulted in year-over-year operating margin expansion in this reportable segment and investments in lean enterprise techniques have resulted in manufacturing lead-time reductions, allowing for increased output. Compressor and Vacuum Products segment operating income⁽¹⁾ as a percentage of revenues (segment operating margin⁽¹⁾) increased to 12.4 percent in the second quarter of 2008, compared to 11.5 percent in the same quarter of 2007.

Fluid Transfer Products segment revenues declined 5 percent in the three months ended June 30, 2008, compared to the same period of 2007, primarily due to reduced petroleum pump shipments, partially offset by increased shipments of loading arms. Orders decreased 24 percent in the second quarter, compared with the same period of 2007, primarily reflecting two unusually large contracts that were received in 2007 for liquid natural gas and compressed natural gas loading arms destined for South America that did not recur in 2008. In the second quarter of 2008, drilling pump orders reaccelerated as a result of investments in rigs by key customers and on-going international demand for drilling pumps.

Fluid Transfer Products segment operating margin⁽¹⁾ was 21.8 percent in the three months ended June 30, 2008, compared to 28.6 percent in the same period of the prior year. The year-over-year decrease in segment operating margin primarily reflects the expected decline in petroleum pump shipments, some of the Company’s most profitable product lines.

“I would like to extend a special thank you to Gardner Denver’s employees in Quincy, Illinois. In June, this team successfully faced 500-year flood conditions and still achieved our production and shipment commitments. I would also like to thank the Quincy community for their outstanding support,” said Mr. Pennypacker.

Outlook

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“We continue to expect global economic growth to slow for the balance of 2008, although demand in Eastern Europe and Asia is expected to remain strong through the end of the year. Growth in Compressor and Vacuum Products orders slowed slightly in the second quarter, reflecting reduced demand for our lower horsepower industrial products. Demand for Gardner Denver’s engineered packages and products designed for OEM applications has remained strong and is expected to remain robust through the remainder of 2008. Overall, we expect Compressor and Vacuum Products revenue to continue to grow, albeit at a lower rate, through the balance of 2008,” said Mr. Pennypacker.

“The Company’s backlog of petroleum pumps and related aftermarket parts increased slightly during the three-month period ended June 30, 2008, the second consecutive quarter of increasing backlog in these product lines. Although demand for petroleum pumps has improved slightly during the course of the year, we are not expecting a significant increase in volume related to recent increases in oil and gas prices. We believe there is excess capacity in North American well servicing firms that will be absorbed in the coming months, which could result in near-term downward pressure on well servicing pump demand. Furthermore, although drilling pump demand is improving, the rate of new rig build is not expected to reach the quantity completed during the previous three years. Therefore, the Company expects Fluid Transfer Product shipments to increase slightly compared to its previous forecast, but remain level with that of 2007.

“Gardner Denver is also renewing its focus on the aftermarket business that is available for each of our product lines. Although we have been relatively successful in capturing aftermarket revenues, I have challenged my management team to develop action plans to gain additional market share. I expect that these programs will begin to show benefits in 2009,” said Mr. Pennypacker.

“Based on our current economic outlook, existing backlog, and the expected benefit of operational improvement projects, we are raising our full-year 2008 net income outlook. As a result of the pending CompAir acquisition, the Company does not anticipate completing its share repurchase program in the current year, which was previously expected to increase DEPS by $0.05 in 2008. Accordingly, we are maintaining our previously provided full-year 2008 DEPS guidance range of $3.65 to $3.75. Our third quarter DEPS is expected to be $0.84 to $0.88,” said Mr. Pennypacker. The midpoint of the DEPS range for the third quarter of 2008 ($0.86) represents a $0.13 DEPS (13 percent) decrease from the same period of 2007. The financial results in the third quarter of 2007 included $10.5 million of non-recurring reductions in the tax provision, which benefited DEPS by $0.19 for the quarter. The midpoint of the DEPS range for the full-year 2008 ($3.70) represents a $0.10 DEPS (3 percent) decrease from the 2007 results. The financial results in 2007 included $19.5 million of non-recurring reductions in the tax provision, which benefited DEPS by $0.36 for the year. The DEPS outlook range for the full-year 2008 assumes 53.9 million diluted weighted average shares are outstanding in 2008, compared to 54.0 million in 2007. The 2008 DEPS guidance does not take into account the effect of the CompAir acquisition.

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“The effective tax rate assumed in the DEPS guidance for 2008 is 28.0 percent, compared to 23.6 percent for 2007. The income before income taxes implied by the midpoint of the DEPS range for 2008 reflects a 3 percent increase from the amount realized in 2007,” said Mr. Pennypacker.

The Company invested approximately $10.6 million in capital expenditures during the second quarter of 2008, compared to $9.6 million in the comparable period of 2007. Depreciation and amortization expense was approximately $15.4 million in the three-month period of 2008, compared to $13.7 million in the same period of 2007. For the full-year 2008, the Company expects capital spending to be approximately $45 million to $50 million, excluding any investments in CompAir in the fourth quarter of 2008.

Second Quarter Results

Revenues increased $58.2 million (13 percent) to $518.1 million for the three months ended June 30, 2008, compared to the same period of 2007. Compressor and Vacuum Products segment revenues increased 18 percent for the three-month period of 2008, compared to the same period of the previous year, driven by organic volume growth in nearly all product lines and geographic regions and favorable changes in foreign currency exchange rates. Fluid Transfer Products segment revenues decreased 5 percent for the three months ended June 30, 2008, compared to the same period of 2007, primarily resulting from lower shipments of petroleum pumps, partially offset by increased volume in all other product lines and favorable changes in foreign currency exchange rates (see the Selected Financial Data Schedule set forth below).

Compressor and Vacuum Products orders of $404.0 million for the three-month period ended June 30, 2008 were $45.9 million (13 percent) higher than the same period of the previous year due to favorable changes in foreign currency exchange rates and organic growth. Backlog for Compressor and Vacuum Products increased 19 percent compared to June 30, 2007, but is approximately 3 percent less than the level as of March 31, 2008, primarily due to improved manufacturing execution.

Fluid Transfer Products orders of $95.2 million for the three months ended June 30, 2008 were $29.9 million (24 percent) lower than the same period of the previous year. Fluid Transfer Products orders for the second quarter of 2007 included the receipt of approximately $37.4 million of contracts for liquid natural gas and compressed natural gas loading arms that were delivered to South America in the fourth quarter of 2007 and the first quarter of 2008. As of June 30, 2008, backlog for Fluid Transfer Products was approximately 31 percent lower than the level as of June 30, 2007, primarily due to the timing of large orders for well stimulation pumps and loading arms, partially offset by increased demand for drilling pumps in the second quarter of 2008 and favorable changes in foreign currency exchange rates. Compared to the level as of March 31, 2008, backlog declined approximately 4 percent due to the timing of orders and shipments of loading arms.

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Gross profit increased $14.0 million (9 percent) to $167.9 million for the three months ended June 30, 2008, compared to the same period of 2007, as a result of the higher revenue. Gross profit as a percentage of revenues declined to 32.4 percent in the three-month period of 2008, from 33.5 percent in the same period of 2007, due primarily to product mix, partially offset by operational improvements and leveraging fixed and semi-fixed costs over additional sales volume.

As a percentage of revenues, selling and administrative expenses increased to 18.2 percent for the three-month period ended June 30, 2008, compared to 18.0 percent for the same period of 2007. Selling and administrative expenses increased $11.4 million in the three-month period of 2008, as compared to the same period of the previous year, to $94.3 million. The increase is primarily due to the unfavorable impact of changes in foreign currency exchange rates (approximately $5.9 million) and $3.9 million in non-recurring retirement expenses. Inflationary selling and administrative expense increases were partially offset by cost reductions realized through integration initiatives.

The Company’s effective tax rate was reduced primarily as a result of corporate income tax rate changes in Germany and the U.K., which became effective in 2008. The Company’s effective tax rate was 28 percent for the three-month period of 2008, compared to 31 percent for the three-month period of 2007.

Net income for the second quarter of 2008 increased $4.8 million (11 percent) to $49.6 million, compared to $44.8 million in same period of 2007, due to revenue growth, cost reductions, reduced interest expense, favorable changes in foreign currency exchange rates, and a lower effective tax rate, partially offset by the non-recurring retirement expenses. DEPS for the three months ended June 30, 2008 were $0.93, 12 percent higher than the comparable period of the previous year.

Six Month Results

Revenues in the first six months of 2008 increased $112.5 million (12 percent) to $1,013.8 million, compared to $901.3 million in the same period of 2007. This increase resulted from volume growth, price increases, and favorable changes in foreign currency exchange rates.

Gross profit increased $26.4 million (9 percent) to $329.2 million in the six months ended June 30, 2008, compared to 2007, as a result of the higher revenue. Gross profit as a percentage of revenues decreased to 32.5 percent in the first six months of 2008, compared with 33.6 percent in 2007, due primarily to product mix, partially offset by operational improvements and leveraging fixed and semi-fixed costs over additional sales volume (see the Selected Financial Data Schedule set forth below).

As a percentage of revenues, selling and administrative expenses improved to 17.7 percent in the six months ended June 30, 2008, from 18.2 percent in 2007, as a result of cost control initiatives and leveraging revenue growth.

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Selling and administrative expenses increased $15.8 million in the first six months of 2008 to $179.7 million, due to unfavorable changes in foreign currency exchange rates ($10.7 million) and other selling and administrative expense increases, partially offset by cost reductions realized through integration initiatives.

Operating income increased $10.7 million (8 percent) to $149.5 million in the six-month period of 2008, compared to the same period of 2007. Operating income as a percentage of revenues declined to 14.8 percent in the first six months of 2008, from 15.4 percent in the same period of 2007. The reduced operating income as a percentage of revenues primarily reflects the Company’s changing product mix and higher selling and administrative expense, partially offset by cost reductions realized to date through acquisition integration initiatives.

The income tax impact of higher pretax income was offset by a lower effective tax rate for the first six months of 2008 (28 percent) than the comparable period of 2007 (31 percent), which was primarily due to corporate income tax rate changes in Germany and the U.K., which became effective in early 2008.

Net income increased $12.8 million (15 percent) to $100.4 million in the first six months of 2008, compared to $87.6 million in the same period of 2007. DEPS for the six months ended June 30, 2008 were $1.87, 15 percent higher than the same period of the previous year.

Cautionary Statement Regarding Forward-Looking Statements

All of the statements in this release, other than historical facts, are forward-looking statements, including, without limitation, the statements made under the “Review of Results,” “Subsequent Event,” “Outlook,” “Second Quarter Results,” and “Six Month Results” sections. 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 words “anticipate,” “preliminary,” “expect,” “believe,” “intent,” “plan to,” “will,” “foresee,” “project,” “forecast,” and similar expressions identify forward-looking statements. 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.

These risks and factors include, but are not limited to: (1) the Company’s exposure to economic downturns and market cycles, particularly the level of oil and natural gas prices and oil and natural gas drilling and production, which affect demand for the Company’s petroleum products, and industrial production and manufacturing capacity utilization rates, which affect demand for the Company’s compressor and vacuum products; (2) the risks associated with intense competition in the Company’s market segments, particularly the pricing of the Company’s products;

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(3) the risks of large or rapid increases in raw material costs or substantial decreases in their availability, and the Company’s dependence on particular suppliers, particularly iron casting and other metal suppliers; (4) the occurrence of any event, change or other circumstance that would result in the termination or delay of the proposed CompAir acquisition; (5) the inability to complete the proposed acquisition due to the failure of the Company or CompAir to satisfy any of the conditions to the closing of the acquisition, including the failure to obtain necessary regulatory approvals; (6) the risks that the CompAir acquisition disrupts the plans and operations of the Company, CompAir, or both and the potential difficulties of employee retention as a result of the acquisition; (7) the risks that the Company will not realize the expected financial and other benefits from the proposed acquisition of CompAir; (8) the ability to continue to identify and complete other strategic acquisitions and effectively integrate such acquired companies to achieve desired financial benefits; (9) economic, political, and other risks associated with the Company’s international sales and operations, including changes in currency exchange rates (primarily between the U.S. dollar, the euro, the British pound, and the Chinese yuan); (10) the ability to attract and retain quality executive management and other key personnel; (11) the risks associated with potential product liability and warranty claims due to the nature of the Company’s products; (12) the risk of regulatory noncompliance; (13) the risks associated with environmental compliance costs and liabilities; (14) the risks associated with pending asbestos and silicosis personal injury lawsuits; (15) the risk of possible future charges if the Company determines that the value of goodwill and other intangible assets, representing a significant portion of its total assets, is impaired; (16) the risk that communication or information systems failure may disrupt our business and result in financial loss and liability to our customers; (17) the risks associated with enforcing the Company’s intellectual property rights and defending against potential intellectual property claims; and (18) the ability to avoid employee work stoppages and other labor difficulties. The foregoing factors should not be construed as exhaustive and should be read together with important information regarding risks and factors that may affect the Company’s future performance set forth in the Company’s Annual Report on Form 10-K for the fiscal year ending December 31, 2007 and other public reports filed with the Securities and Exchange Commission.

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 release does not constitute admission by the Company or any other person that the events or circumstances described in such statement are material.

Comparisons of the financial results for the three and six-month periods ended June 30, 2008 and 2007 follow.

Gardner Denver will broadcast a conference call to discuss second quarter earnings and the Company’s acquisition of CompAir Holdings Limited on Thursday, July 24, 2008 at 9:30 a.m. Eastern time through a live webcast. There will be an accompanying presentation posted to Gardner Denver’s website (www.gardnerdenver.com) prior to the conference call. This free webcast will be available in listen-only mode and can be accessed, for up to ninety days

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following the call, through the Investor Relations page on the Gardner Denver website or through Thomson StreetEvents at www.earnings.com.

Gardner Denver, Inc., with 2007 revenues of $1.9 billion, is a leading worldwide manufacturer of reciprocating, rotary and vane compressors, liquid ring pumps and blowers for various industrial and transportation applications, pumps used in the petroleum and industrial market segments, and other fluid transfer equipment serving chemical, petroleum, and food industries. Gardner Denver’s news releases are available by visiting the Investor Relations page on the Company’s website (www.gardnerdenver.com).

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

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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,						%
	2008			2007			Change			2008			2007			Change
Revenues	$	518,112		$	459,869			13		$	1,013,782		$	901,287			12
Cost of sales		350,236			306,037			14			684,580			598,528			14
Gross profit		167,876			153,832			9			329,202			302,759			9
Selling and administrative expenses		94,281			82,848			14			179,659			163,870			10
Operating income		73,595			70,984			4			149,543			138,889			8
Interest expense		5,041			6,858			(26	)		10,641			13,595			(22	)
Other income, net		(336	)		(760	)		(56	)		(577	)		(1,506	)		(62	)
Income before income taxes		68,890			64,886			6			139,479			126,800			10
Provision for income taxes		19,324			20,115			(4	)		39,054			39,213			—
Net income	$	49,566		$	44,771			11		$	100,425		$	87,587			15
Basic earnings per share	$	0.94		$	0.84			12		$	1.90		$	1.65			15
Diluted earnings per share	$	0.93		$	0.83			12		$	1.87		$	1.63			15
Basic weighted average number of shares outstanding		52,753			53,147						52,891			52,951
Diluted weighted average number of shares outstanding		53,464			54,043						53,606			53,890
Shares outstanding as of June 30		53,217			53,456

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

					%
	6/30/2008		3/31/2008		Change			12/31/2007
Cash and equivalents	$	127,134	$	111,105		14		$	92,922
Accounts receivable, net		329,003		324,038		2			308,748
Inventories, net		262,586		266,921		(2	)		256,446
Total current assets		769,929		748,385		3			701,528
Total assets		2,009,099		1,990,215		1			1,905,607
Short-term borrowings and current maturities of long-term debt		30,642		28,997		6			25,737
Accounts payable and accrued liabilities		295,070		305,398		(3	)		286,465
Total current liabilities		325,712		334,395		(3	)		312,202
Long-term debt, less current maturities		219,980		264,416		(17	)		263,987
Total liabilities		716,747		769,727		(7	)		745,894
Total stockholders’ equity	$	1,292,352	$	1,220,488		6		$	1,159,713

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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,						%
	2008			2007			Change			2008			2007			Change
Compressor and Vacuum Products
Revenues	$	418,126		$	354,394			18		$	803,204		$	693,251			16
Operating income		51,790			40,834			27			97,241			79,529			22
% of revenues		12.4	%		11.5	%					12.1	%		11.5	%
Orders		403,987			358,091			13			825,502			725,569			14
Backlog		470,108			393,487			19			470,108			393,487			19
Fluid Transfer Products
Revenues		99,986			105,475			(5	)		210,578			208,036			1
Operating income		21,805			30,150			(28	)		52,302			59,360			(12	)
% of revenues		21.8	%		28.6	%					24.8	%		28.5	%
Orders		95,189			125,075			(24	)		198,624			199,657			(1	)
Backlog		122,779			178,839			(31	)		122,779			178,839			(31	)
Reconciliation of Segment Results to Consolidated Results
Compressor and Vacuum Products operating income	$	51,790		$	40,834					$	97,241		$	79,529
Fluid Transfer Products operating income		21,805			30,150						52,302			59,360
Consolidated operating income		73,595			70,984						149,543			138,889
% of revenues		14.2	%		15.4	%					14.8	%		15.4	%
Interest expense		5,041			6,858						10,641			13,595
Other income, net		(336	)		(760	)					(577	)		(1,506	)
Income before income taxes	$	68,890		$	64,886					$	139,479		$	126,800
% of revenues		13.3	%		14.1	%					13.8	%		14.1	%

The Company has determined its reportable segments in accordance with SFAS No. 131, “Disclosures about Segments of an Enterprise and Related Information” and evaluates the performance of its reportable segments based on operating income, which is defined as income before interest expense, other income, net, and income taxes. Reportable segment operating income and segment operating margin (defined as segment operating income divided by segment revenues) are indicative of short-term operating performance and ongoing profitability. Management closely monitors the operating income and operating margin of each business segment to evaluate past performance and identify actions required to improve profitability.

12

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
Compressor and Vacuum Products
2007 Revenues		354.4						693.3
Effect of currency exchange rates		28.6			8			50.9			7
Organic growth		35.1			10			59.0			9
2008 Revenues		418.1			18			803.2			16
2007 Orders		358.1						725.6
Effect of currency exchange rates		27.8			8			52.5			7
Organic growth		18.1			5			47.4			7
2008 Orders		404.0			13			825.5			14
Backlog as of 06/30/07		393.5
Effect of currency exchange rates		33.4			8
Organic growth		43.2			11
Backlog as of 06/30/08		470.1			19
Fluid Transfer Products
2007 Revenues		105.5						208.0
Effect of currency exchange rates		4.2			4			8.9			4
Organic growth		(9.7	)		(9	)		(6.3	)		(3	)
2008 Revenues		100.0			(5	)		210.6			1
2007 Orders		125.1						199.7
Effect of currency exchange rates		3.2			3			8.2			4
Organic growth		(33.1	)		(27	)		(9.3	)		(5	)
2008 Orders		95.2			(24	)		198.6			(1	)
Backlog as of 06/30/07		178.8
Effect of currency exchange rates		6.1			3
Organic growth		(62.1	)		(34	)
Backlog as of 06/30/08		122.8			(31	)
Consolidated Revenues
2007		459.9						901.3
Effect of currency exchange rates		32.8			7			59.8			6
Organic growth		25.4			6			52.7			6
2008		518.1			13			1,013.8			12

13

EX-99.2

Exhibit 99.2

Investor Conference Call to Discuss: Acquisition of CompAir Holdings Limited Second Quarter, 2008 Earnings July 24, 2008 Exhibit 99.2

Safe Harbor Disclosure 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 words "anticipate," "preliminary," "expect," "believe," "intent," "plan to," "will," "foresee," "project," "forecast," and similar expressions identify forward-looking statements. 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. These risks and factors include, but are not limited to: (1) the Company's exposure to economic downturns and market cycles, particularly the level of oil and natural gas prices and oil and natural gas drilling and production, which affect demand for the Company's petroleum products, and industrial production and manufacturing capacity utilization rates, which affect demand for the Company's compressor and vacuum products; (2) the risks associated with intense competition in the Company's market segments, particularly the pricing of the Company's products; (3) the risks of large or rapid increases in raw material costs or substantial decreases in their availability, and the Company's dependence on particular suppliers, particularly iron casting and other metal suppliers; (4) the occurrence of any event, change or other circumstance that would result in the termination or delay of the proposed CompAir Holdings Limited ("CompAir") acquisition; (5) the inability to complete the proposed acquisition due to the failure of the Company or CompAir to satisfy any of the conditions to the closing of the acquisition, including the failure to obtain necessary regulatory approvals; (6) the risks that the CompAir acquisition disrupts the plans and operations of the Company, CompAir, or both and the potential difficulties of employee retention as a result of the acquisition; (7) the risks that the Company will not realize the expected financial and other benefits from the proposed acquisition of CompAir; (8) the ability to continue to identify and complete other strategic acquisitions and effectively integrate such acquired companies to achieve desired financial benefits; (9) economic, political, and other risks associated with the Company's international sales and operations, including changes in currency exchange rates (primarily between the U.S. dollar, the euro, the British pound, and the Chinese yuan); (10) the ability to attract and retain quality executive management and other key personnel; (11) the risks associated with potential product liability and warranty claims due to the nature of the Company's products; (12) the risk of regulatory noncompliance; (13) the risks associated with environmental compliance costs and liabilities; (14) the risks associated with pending asbestos and silicosis personal injury lawsuits; (15) the risk of possible future charges if the Company determines that the value of goodwill and other intangible assets, representing a significant portion of its total assets, is impaired; (16) the risk that communication or information systems failure may disrupt our business and result in financial loss and liability to our customers; (17) the risks associated with enforcing the Company's intellectual property rights and defending against potential intellectual property claims; and (18) the ability to avoid employee work stoppages and other labor difficulties. The foregoing factors should not be construed as exhaustive and should be read together with important information regarding risks and factors that may affect the Company's future performance set forth in the Company's Annual Report on Form 10-K for the fiscal year ending December 31, 2007 and other public reports filed with the Securities and Exchange Commission. 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.

Agenda 1 CompAir Business Overview 2 Strategic Consideration 3 4 GDI Q2 2008 Earnings Transaction Overview

CompAir at a Glance Primary production facilities worldwide 6 Employees worldwide ~1,800 FY 2008 Revenues £265 million (1) FY 2008 Revenues from Europe and Asia ~75% (2) Source: CompAir Holdings Limited audited financial statements for the twelve-month period ended March 31, 2008, which were prepared in accordance with U.K. generally accepted accounting practice CompAir management estimate FY 2008 Revenues derived from Aftermarket ~30% (2)

A portfolio of market leading brands Source: CompAir management CompAir Industrial Hydrovane Reavell Brands Products End Markets General engineering Food and beverage Pharmaceutical and medical Mining and construction Power plants General engineering Original equipment manufacturing Transit Snow making Co-generation CNG refueling applications Industrial air and gas applications Breathing air Marine, naval, and defense

CompAir's Geographic Footprint Source: CompAir management Sao Paulo Ocala Redditch Ipswich Shanghai Simmern Australia Austria France Italy Poland Serbia China Canada Brazil Dubai Korea USA Singapore South Africa Hong Kong Russia Germany Switzerland Spain UK 21 Sales Offices 6 Production Facilities 50 Branch Offices Taiwan

Proforma Revenues by Customer Location Source: Gardner Denver actual results for the twelve months ended Dec. 31, 2007 and CompAir Holdings Limited Report and Accounts for the fiscal year ended March 31, 2008 A stronger GDI business base in Europe and Asia

Agenda 1 CompAir Business Overview 2 Strategic Consideration 3 4 GDI Q2 2008 Earnings Transaction Overview

12 months-ended Mar 31 Financials (1) Although improved, integration activities can significantly enhance CompAir's profitability Source: CompAir Holdings Limited audited financial statements for the twelve-month periods ended March 31, 2008 and 2007, which were prepared in accordance with U.K. generally accepted accounting practice Before exceptional items, interest, minority interests, and taxes (£ in millions) FY 2007 FY 2008 Revenues £247.0 £265.1 Operating Profit (2) £9.6 £16.1 Operating Profit (2) % 3.9% 6.1% Depreciation & Amortization £3.1 £3.1

Acquisition Rationale Complementary product lines Oil-free compressor technologies High-pressure breathing air, CNG and rotary vane compressors Continued diversification of GDI's geographic footprint CompAir is strong in Europe and Asia Significant opportunities for future margin expansion Lean, operational excellence Strong synergy opportunities

Acquisition Synergies Product and Manufacturing Synergies Opportunity to focus European manufacturing footprint Broaden availability of combined product technologies Purchasing and Logistics Savings Best practices approach throughout the world Leverage purchased material volume Manufacturing Capabilities in China Further access to high-growth market Accelerate low cost sourcing opportunities Overhead Expense Synergies Administrative expense savings Opportunities to leverage ERP systems and streamline activities

Agenda 1 CompAir Business Overview 2 Strategic Consideration 3 4 GDI Q2 2008 Earnings Transaction Overview

Overview of Acquisition Enterprise value = £197.5 million Combination of cash and assumed debt Projected to close in Q4 2008 Subject to regulatory approval Not contingent upon financing New syndicated credit facilities in process Excess available cash

Agenda 1 CompAir Business Overview 2 Strategic Consideration 3 4 GDI Q2 2008 Earnings Transaction Overview

Investor Conference Call to Discuss: Acquisition of CompAir Holdings Limited Second Quarter, 2008 Earnings July 24, 2008