Exhibit 99.2
 DRESSER-RAND GROUP, INC.
PRO FORMA COMBINED FINANCIAL INFORMATION
(Unaudited, in U.S. Dollars)




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##### 



Dresser-Rand Group Inc.
Unaudited Pro Forma Combined Balance Sheet
March 31, 2011  ($ in millions)
 Pro Forma
    
    
    Pro FormaDresser-Rand
    
    
    Guascor
    
    
    Fotón
    
    
    Adjustments
    
    
    Combined(b)AssetsCurrent assetsCash and cash equivalents
    
    $
    294.9
    
    
    $
    68.2
    
    
    $
    0.2
    
    
    $
    (112.2
    )(c)
    
    $
    250.7Accounts receivable, less allowance for losses
    
    
    278.6
    
    
    
    100.5
    
    
    
    0.8
    
    
    
    
    
    
    
    378.3Inventories, net
    
    
    309.5
    
    
    
    61.0
    
    
    
    0.3
    
    
    
    6.9
    (d)
    
    
    377.1Prepaid expenses and other
    
    
    66.8
    
    
    
    8.5
    
    
    
    
    
    
    
    
    
    
    
    75.3Deferred income taxes, net
    
    
    31.8
    
    
    
    52.8
    
    
    
    
    
    
    
    
    
    
    
    84.6Total current assets
    
    
    981.6
    
    
    
    291.0
    
    
    
    1.3
    
    
    
    (105.3
    )
    
    
    1,166.0Property, plant and equipment, net
    
    
    277.8
    
    
    
    168.8
    
    
    
    9.9
    
    
    
    36.2
    (e)
    
    
    472.9Goodwill
    
    
    504.7
    
    
    
    6.2
    
    
    
    
    
    
    
    292.8
    (f)
    
    
    803.7Intangible assets, net
    
    
    423.1
    
    
    
    10.1
    
    
    
    8.6
    
    
    
    139.8
    (g)
    
    
    564.4Other assets
    
    
    41.5
    
    
    
    9.2
    
    
    
    0.1
    
    
    
    
    
    
    
    50.6Total assets
    
    $
    2,228.7
    
    
    $
    485.3
    
    
    $
    19.9
    
    
    $
    363.5
    
    
    $
    3,057.6Liabilities and Stockholders EquityCurrent liabilitiesAccounts payable and accruals
    
    $
    371.2
    
    
    $
    121.9
    
    
    $
    2.7
    
    
    $
    
    
    
    $
    490.4Customer advance payments
    
    
    302.5
    
    
    
    19.0
    
    
    
    
    
    
    
    
    
    
    
    321.5Accrued income taxes payable
    
    
    21.8
    
    
    
    0.8
    
    
    
    
    
    
    
    
    
    
    
    22.6Current portion of long-term debt
    
    
    78.7
    
    
    
    65.6
    
    
    
    1.2
    
    
    
    
    
    
    
    143.1Total current liabilities
    
    
    774.2
    
    
    
    207.3
    
    
    
    3.9
    
    
    
    
    
    
    
    977.6Deferred income taxes, net
    
    
    23.1
    
    
    
    5.1
    
    
    
    1.9
    
    
    
    7.3
    (h)
    
    
    33.6Postemployment and other employee benefit liabilities
    
    
    89.7
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    89.7Long-term debt
    
    
    535.0
    
    
    
    185.5
    
    
    
    16.2
    
    
    
    194.9
    (i)
    
    
    899.2Other noncurrent liabilities
    
    
    44.3
    
    
    
    16.8
    
    
    
    4.9
    
    
    
    
    
    
    
    56.2Total liabilities
    
    
    1,466.3
    
    
    
    414.7
    
    
    
    26.9
    
    
    
    202.2
    
    
    
    2,056.3Commitments and contingenciesStockholders equityCommon stock
    
    
    0.8
    
    
    
    33.1
    
    
    
    
    
    
    
    (33.1
    )(j)
    
    
    0.8Additional paid-in capital
    
    
    
    
    
    
    46.3
    
    
    
    
    
    
    
    197.2
    (j)
    
    
    243.5Retained earnings (deficit)
    
    
    777.6
    
    
    
    (4.2
    )
    
    
    (7.0
    )
    
    
    (2.8
    )(j)
    
    
    777.6Accumulated other comprehensive loss
    
    
    (14.0
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (14.0
    )Company stockholders equity
    
    
    764.4
    
    
    
    75.2
    
    
    
    (7.0
    )
    
    
    161.3
    
    
    
    1,007.9Noncontrolling interest
    
    
    (2.0
    )
    
    
    (4.6
    )
    
    
    
    
    
    
    
    
    
    
    (6.6
    )Total stockholders equity
    
    
    762.4
    
    
    
    70.6
    
    
    
    (7.0
    )
    
    
    161.3
    
    
    
    1,001.3Total liabilities and
stockholders equity
    
    $
    2,228.7
    
    
    $
    485.3
    
    
    $
    19.9
    
    
    $
    363.5
    
    
    $
    3,057.6
  -2-




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##### 



Dresser-Rand Group Inc.
Unaudited Pro Forma Combined Statement of Income
Three Months Ended March 31, 2011  ($ in millions, except per share amounts)
 Pro Forma
    
    
    Pro FormaDresser-Rand
    
    
    Guascor
    
    
    Fotón
    
    
    Adjustments
    
    
    Combined(b)Net sales of products
    
    $
    253.4
    
    
    $
    32.3
    
    
    $
    
    
    
    $
    
    
    
    $
    285.7Net sales of services
    
    
    100.8
    
    
    
    62.9
    
    
    
    
    
    
    
    
    
    
    
    163.7Total revenues
    
    
    354.2
    
    
    
    95.2
    
    
    
    
    
    
    
    
    
    
    
    449.4Cost of products sold
    
    
    178.2
    
    
    
    24.6
    
    
    
    1.0
    
    
    
    0.9
    (k), (l)
    
    
    202.7Cost of services sold
    
    
    75.4
    
    
    
    43.1
    
    
    
    
    
    
    
    0.7
    (k), (l)
    
    
    119.2Total cost of sales
    
    
    253.6
    
    
    
    67.7
    
    
    
    1.0
    
    
    
    1.6
    
    
    
    321.9Gross profit (loss)
    
    
    100.6
    
    
    
    27.5
    
    
    
    (1.0
    )
    
    
    (1.6
    )
    
    
    127.5Selling and administrative expenses
    
    
    77.0
    
    
    
    21.8
    
    
    
    1.3
    
    
    
    (4.8
    )(l), (n)
    
    
    92.7Research and development expenses
    
    
    4.4
    
    
    
    2.4
    
    
    
    0.5
    
    
    
    
    
    
    
    6.3Income (loss) from operations
    
    
    19.2
    
    
    
    3.3
    
    
    
    (2.8
    )
    
    
    3.2
    
    
    
    28.5Interest expense, net
    
    
    (15.0
    )
    
    
    (3.7
    )
    
    
    (0.4
    )
    
    
    (2.3
    )(m)
    
    
    (20.6
    )Early redemption premium on debt
    
    
    (8.2
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8.2
    )Other income, net
    
    
    3.6
    
    
    
    3.5
    
    
    
    0.4
    
    
    
    
    
    
    
    6.7(Loss) income before income taxes
    
    
    (0.4
    )
    
    
    3.1
    
    
    
    (2.8
    )
    
    
    0.9
    
    
    
    6.4Income tax provision
    
    
    1.2
    
    
    
    1.6
    
    
    
    
    
    
    
    0.5
    (o)
    
    
    3.3Net (loss) income
    
    
    (1.6
    )
    
    
    1.5
    
    
    
    (2.8
    )
    
    
    0.4
    
    
    
    3.1Net loss (income)
attributable to
noncontrolling
interest
    
    
    2.0
    
    
    
    (0.6
    )
    
    
    
    
    
    
    
    
    
    
    1.4Net income (loss) attributable to company
    
    $
    0.4
    
    
    $
    0.9
    
    
    $
    (2.8
    )
    
    $
    0.4
    
    
    $
    4.5Net income per shareBasic
    
    $
    0.01
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.06Diluted
    
    $
    0.00
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    0.06Weighted average shares outstanding  (in thousands)Basic
    
    
    79,451
    
    
    
    777
    (p)
    
    
    
    
    
    
    
    
    
    
    80,228Diluted
    
    
    80,249
    
    
    
    777
    (p)
    
    
    
    
    
    
    
    
    
    
    81,026
  -3-




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##### 



Dresser-Rand Group Inc.
Unaudited Pro Forma Combined Statement of Income
Year Ended December 31, 2010  ($ in millions, except per share amounts)
 Pro Forma
    
    
    Pro FormaDresser-Rand
    
    
    Guascor
    
    
    Fotón
    
    
    Adjustments
    
    
    Combined(a)
    
    
    (b)Net sales of products
    
    $
    1,483.5
    
    
    $
    174.0
    
    
    $
    1.8
    
    
    $
    
    
    
    $
    1,655.7Net sales of services
    
    
    470.1
    
    
    
    240.2
    
    
    
    
    
    
    
    
    
    
    
    710.3Total revenues
    
    
    1,953.6
    
    
    
    414.2
    
    
    
    1.8
    
    
    
    
    
    
    
    2,366.0Cost of products sold
    
    
    1,029.7
    
    
    
    134.5
    
    
    
    2.1
    
    
    
    3.0
    (k), (l)
    
    
    1,165.1Cost of services sold
    
    
    337.0
    
    
    
    164.8
    
    
    
    
    
    
    
    2.5
    (k), (l)
    
    
    504.3Total cost of sales
    
    
    1,366.7
    
    
    
    299.3
    
    
    
    2.1
    
    
    
    5.5
    
    
    
    1,669.4Gross profit (loss)
    
    
    586.9
    
    
    
    114.9
    
    
    
    (0.3
    )
    
    
    (5.5
    )
    
    
    696.6Selling and administrative expenses
    
    
    300.5
    
    
    
    70.2
    
    
    
    5.4
    
    
    
    (3.1
    )(k), (l), (n)
    
    
    362.2Research and development expenses
    
    
    23.9
    
    
    
    11.3
    
    
    
    2.1
    
    
    
    
    
    
    
    33.1Income (loss) from operations
    
    
    262.5
    
    
    
    33.4
    
    
    
    (7.8
    )
    
    
    (2.4
    )
    
    
    301.3Interest expense, net
    
    
    (33.0
    )
    
    
    (18.8
    )
    
    
    (1.4
    )
    
    
    (9.6
    )(m)
    
    
    (60.0
    )Other (expense) income, net
    
    
    (13.8
    )
    
    
    4.5
    
    
    
    1.5
    
    
    
    
    
    
    
    (10.8
    )Income (loss) before income taxes
    
    
    215.7
    
    
    
    19.1
    
    
    
    (7.7
    )
    
    
    (12.0
    )
    
    
    230.5Income tax provison (benefit)
    
    
    69.0
    
    
    
    7.3
    
    
    
    (2.3
    )
    
    
    (3.8
    )(o)
    
    
    74.8Net income (loss)
    
    
    146.7
    
    
    
    11.8
    
    
    
    (5.4
    )
    
    
    (8.2
    )
    
    
    155.7Net income
attributable to
noncontrolling
interest
    
    
    
    
    
    
    (1.4
    )
    
    
    
    
    
    
    
    
    
    
    (1.4
    )Net income (loss) attributable to company
    
    $
    146.7
    
    
    $
    10.4
    
    
    $
    (5.4
    )
    
    $
    (8.2
    )
    
    $
    154.3Net income per share:Basic
    
    $
    1.81
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.90Diluted
    
    $
    1.80
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.89Weighted average shares outstanding  (In thousands):Basic
    
    
    80,998
    
    
    
    
    (p)
    
    
    
    
    
    
    
    
    
    
    80,998Diluted
    
    
    81,545
    
    
    
    
    (p)
    
    
    
    
    
    
    
    
    
    
    81,545
  -4-




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DRESSER-RAND GROUP INC.
NOTES TO PRO FORMA COMBINED FINANCIAL INFORMATION
(Unaudited, stated in U.S. Dollars)
 1. BASIS OF PRO FORMA PRESENTATION
      -5-




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##### 



1. PRELIMINARY ESTIMATED PURCHASE PRICE ALLOCATION
  Cash paid
    
    $
    304.9Dresser-Rand common stock
    
    
    243.5Total purchase price
    
    
    548.4AssetsCash and cash equivalents
    
    $
    57.9Accounts receivable
    
    
    98.7Inventories
    
    
    72.0Prepaid expenses and other
    
    
    4.2Property, plant and equipment (1)
    
    
    205.1Goodwill (3)
    
    
    331.5Intangible assets (2)
    
    
    148.5Deferred income taxes, net (4)
    
    
    58.2Other assets
    
    
    21.8Total assets
    
    
    997.9LiabilitiesAccounts payable and accruals
    
    
    137.1Customer advance payments
    
    
    8.7Accrued income taxes payable
    
    
    2.5Current portion of long-term debt
    
    
    59.4Long-term debt
    
    
    191.4Other noncurrent liabilities
    
    
    50.4Total liabilities
    
    
    449.5Net assets acquired
    
    $
    548.4
 (1)
    
    The fair value of Guascors property, plant and equipment was estimated to be $29.6
million higher than its historical book value. Accordingly, a step-up adjustment was
recorded to present the property, plant and equipment acquired at its estimated fair value.
The preliminary weighted average useful life used to calculate depreciation on the acquired
property, plant and equipment was 9.2 years using the straight line method of depreciation.  -6-




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##### 



(2)
    
    We identified other intangible assets associated with the Guascor business, including
backlog, customer relationships, power purchase agreements, power contracts, in-process
research and development, trade name, software and non-compete agreements. The amortization
of the intangible assets is calculated on a straight-line basis, which estimates the
consumption of economic benefits. The following table summarizes the intangible assets
recognized at the acquisition date, the monthly amortization expense as well as their
estimated useful lives (in millions): Estimated Fair
    
    
    Monthly
    
    
    EstimatedValue
    
    
    Amortization
    
    
    Useful LifeBacklog
    
    $
    7.8
    
    
    
    2.0
    
    
    0.3 yearsCustomer relationships
    
    
    69.5
    
    
    
    0.4
    
    
    15.0 yearsPower contracts
    
    
    7.6
    
    
    
    0.2
    
    
    4.0 yearsPower purchase agreements
    
    
    17.9
    
    
    
    0.1
    
    
    14.0 yearsTrade name
    
    
    25.9
    
    
    
    0.1
    
    
    40.0 yearsNon-compete agreements
    
    
    4.4
    
    
    
    0.1
    
    
    3.0 yearsSoftware
    
    
    1.3
    
    
    
    0.0
    
    
    3.0 yearsIn-process research and development
    
    
    14.1
    
    
    
    
    
    
    (i)Total identifiable intangible assets
    
    $
    148.5
    
    
    $
    2.9
 (i)
    
    In-process research and development will be amortized over
10 years
beginning at the time revenues are generated. (3)
    
    Goodwill of $331.5 million arising from this acquisition consists largely of the
expected synergies from combining the operations of Dresser-Rand and Guascor. We expect a
portion of the goodwill to be deductible for income tax purposes, but this amount cannot
currently be estimated because we have not yet completed the process of allocating the
goodwill to our legal entities or reporting units.(4)
    
    An adjustment of $7.3 million was recorded to deferred tax liabilities from the
differences in the financial and tax basis of assets and liabilities. 3. PRO FORMA ADJUSTMENTS
  (a)
    
    Guascors financial statements presented in Exhibit 99.1 for the year ended December
31, 2010, were prepared in accordance with accounting principles generally accepted in
Spain. The following table reconciles the net income of Guascor as presented in Exhibit
99.1 with net income in accordance with GAAP and Dresser-Rand policies as presented in the
Unaudited Combined Pro Forma Financial Statements (in millions):
 Net income under Spanish generally accepted accounting
principles
    
    
    13.1Adjustments to convert to GAAP/Dresser-Rand policies:Expense research and development and remove R&D amortization
    
    
    (2.1
    )Recognition of government grants
    
    
    (3.3
    )Other
    
    
    0.1Financial statements adjusted to GAAP in euro
    
    
    7.8Average annual exchange rate
    
    
    1.3278GAAP net income
    
    $
    10.4
 (b)
    
    The financial statements of Guascor include the financial results and financial
position of Fotón, which was not acquired by Dresser-Rand in the Acquisition.
  -7-




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##### 



(c)
    
    Adjustments to cash and cash equivalents (in millions):
 To reflect the cash consideration
    
    $
    (304.9
    )To reflect the receipt of cash for term loan borrowings under the
Dresser-Rand senior credit facility
    
    
    237.9To reflect the repayment of certain Guascor debt
    
    
    (45.2
    )Total cash adjustments
    
    $
    (112.2
    )
 (d)
    
    Adjustment to record Guascors inventories at fair value.
 (e)
    
    Adjustments to property, plant and equipment to record the allocation of the purchase
price at fair value.(f)
    
    Adjustments to goodwill to record the allocation of the purchase price.(g)
    
    Adjustment to intangible assets to record the allocation of the purchase price at fair value.
 (h)
    
    Certain acquired entities of Guascor are in tax jurisdictions that will not recognize
fair market value adjustments associated with the Acquisition for income tax purposes as a result of a tax planning strategy.
Accordingly, deferred income taxes have been provided on such fair market value adjustments
in the opening balance sheet. If the tax planning strategy is not implemented, deferred income taxes and goodwill in this Unaudited
Pro Forma Combined Balance Sheet could change materially.(i)
    
    Adjustments to long term debt (in millions):
 To reflect term loan borrowings under the Dresser-Rand senior
credit facility
    
    $
    237.9To reflect the repayment of certain Guascor debt
    
    
    (45.2
    )Adjust Guascor debt to fair value
    
    
    2.2Total debt adjustments
    
    $
    194.9
 (j)
    
    Adjustments to reflect the issuance of 5,033,172 shares of Dresser-Rand common stock to
the sellers of Guascor at $48.37 per share and the elimination of Guascors common stock,
additional paid in capital and retained earnings.
  -8-




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##### 



(k)
    
    Adjustments for the year ended December 31, 2010, and the three months ended March 31,
2011, to record the net incremental depreciation expense based on the assigned fair value
of Guascors property, plant and equipment to conform to Dresser-Rands fixed asset
policies associated with useful lives. Adjustments to depreciation are reflected as follows (in millions):
 Year Ended
    
    
    Three MonthsDecember 31,
    
    
    Ended March 31,2010
    
    
    2011Incremental depreciation expense recorded in:Cost of products sold
    
    $
    0.3
    
    
    $
    0.1Cost of services sold
    
    
    0.9
    
    
    
    0.2Selling and administrative expenses
    
    
    0.1
    
    
    
    Total incremental depreciation expense
    
    $
    1.3
    
    
    $
    0.3
 (l)
    
    Adjustments for the year ended December 31, 2010, and the three months ended March 31,
2011, to record the estimated incremental amortization expense on identifiable intangible
assets over their respective useful lives. The amortization of the intangible assets is
calculated on a straight-line basis, which estimates the consumption of economic benefits.
Adjustments to amortization are reflected as follows (in millions):
 Year Ended
    
    
    Three MonthsDecember 31,
    
    
    Ended March 31,2010
    
    
    2011Incremental amortization expense
recorded in:Cost of products sold
    
    $
    2.7
    
    
    $
    0.8Cost of services sold
    
    
    1.6
    
    
    
    0.5Selling and administrative expenses
    
    
    0.9
    
    
    
    0.3Total incremental amortization expense
    
    $
    5.2
    
    
    $
    1.6
 (m)
    
    Adjustments to interest expense as follows:
 Year Ended
    
    
    Three MonthsDecember 31,
    
    
    Ended March 31,2010
    
    
    2011Interest incurred on term loan borrowings under
the
Dresser-Rand senior credit facility at 3.595%
    
    $
    11.4
    
    
    $
    2.8Reduction of interest expense associated with the
repayment of certain Guascor debt at 6.149%
    
    
    (2.6
    )
    
    
    (0.7
    )Reduction of interest income associated with
the use of cash on hand at 0.25%
    
    
    0.8
    
    
    
    0.2$
    9.6
    
    
    $
    2.3
  (n)
    
    Adjustment to eliminate nonrecurring acquisition-related
transaction costs of $4.1 million and $5.1 million, which were incurred during the year ended December 31, 2010 and
the three months ended March 31, 2011, respectively. Nonrecurring charges related to the
Acquisition that do not have a continuing impact on operations are excluded from the
Unaudited Pro Forma Combined Statements of Income.
  -9-




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##### 



(o)
    
    Adjustments to deferred income taxes for the year ended December 31, 2010, and the
three months ended March 31, 2011, related to the tax effect of the above pro forma
adjustments to depreciation and amortization, interest expense and selling
and administrative expenses.
 (p)
    
    Adjustments for the effect on the weighted number of shares outstanding of 5,033,172
shares of Dresser-Rand common stock acquired under the accelerated stock buyback programs
in March 2011 for the issuance of 5,033,172 shares of Dresser-Rand common stock to the
sellers of Guascor in May 2011. The purchase price per share under the programs will
ultimately be the volume-weighted average trading prices of shares of common stock during a
valuation period, minus a fixed discount. At settlement, Dresser-Rand may be either (1)
entitled to receive additional shares of Dresser-Rand common stock or (2) required to issue
additional shares of Dresser-Rand common stock, depending on the difference between the
volume-weighted average share price less a discount and the initial price paid.
 4. FORWARD-LOOKING STATEMENTS
  
    
    economic or industry downturns;
 
    
    volatility and disruption of the credit markets;
 
    
    our inability to implement our business strategy to increase our aftermarket parts and
services revenue;
 
    
    our inability to generate cash and access capital on reasonable terms;
 
    
    competition in our markets;
 
    
    the variability of bookings due to volatile market conditions, client subjectivity in
placing orders, and timing of large orders;
 
    
    failure to integrate our acquisitions, or achieve the expected benefits from any future
acquisitions;
 
    
    economic, political, currency and other risks associated with our international sales and
operations;
 
    
    fluctuations in currency values and exchange rates;
 
    
    loss of our senior management or other key personnel;
 
    
    environmental compliance costs and liabilities and response to concerns regarding climate
change;
 
    
    failure to maintain safety performance acceptable to our clients;
 
    
    failure to negotiate new collective bargaining agreements;
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##### 




    
    unexpected product claims or regulations;
 
    
    infringement of our intellectual property rights or our infringement of others
intellectual property rights;
 
    
    potential for material weaknesses in our internal controls;
 
    
    difficulty in implementing an information management system;
 
    
    our brand name may be confused with others;
 
    
    our pension expenses and funding requirements; and
 
    
    other factors described in this pro forma combined financial information and as set forth
in Dresser-Rands Annual Report on Form 10-K for the year ended December 31, 2010 and
Dresser-Rands subsequent filings with the Securities and Exchange Commission.
  -11-