##### Table of Contents





UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549FORM 10-K
 þ ANNUAL
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2009
 or
 o TRANSITION
    REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    EXCHANGE ACT OF 1934
 For the transition period
    fromto
  
  GARDNER DENVER, INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction of
    incorporation or organization)

76-0419383(I.R.S. Employer
    Identification No.)1800 Gardner Expressway
    Quincy, IL(Address of principal executive offices)

62305(Zip Code)  (217) 222-5400
    Title of each class

Name of each exchange on
    which registeredCommon Stock of $0.01 par value per share

New York Stock ExchangeRights to Purchase Preferred Stock

New York Stock Exchange   None
  þ o
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
 Large
    accelerated
    filer  þ
    Accelerated
    filer  o
    Non-accelerated
    filer  o
    Smaller
    reporting
    company  o   Rule 12b-2 o þ
      Documents Incorporated by Reference
  Form 10-K.




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##### 





Table of
    Contents
  PageCautionary Statements Regarding Forward-Looking
    Statements


2PART IItem 1.


Business


3Item 1A.


Risk Factors


15Item 1B.


Unresolved Staff Comments


20Item 2.


Properties


21Item 3.


Legal Proceedings


21Item 4.


Submission of Matters to a Vote of Security
    Holders


21PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


21Item 6.


Selected Financial Data


23Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


23Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


42Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


99Item 9A.


Controls and Procedures


99Item 9B.


Other Information


100PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


100Item 11.


Executive Compensation


100Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


100Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


100Item 14.


Principal Accounting Fees and Services


101PART IVItem 15.


Exhibits, Financial Statement Schedules


102SIGNATURES


103INDEX TO EXHIBITS


104Ex-12 (Computation of Ratio of Earnings to Fixed Charges)Ex-21 (Subsidiaries of the Registrant)Ex-23 (Consent of Independent Registered Public Accounting Firm)Ex-24 (Power of Attorney)Ex-31 (Certifications Pursuant to Section 302 of the
    Sarbanes-Oxley Act of 2002)Ex-32 (Certifications Pursuant to Section 906 of the
    Sarbanes-Oxley Act of 2002)




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Cautionary
    Statements Regarding Forward-Looking Statements  Form 10-K,
    Form 10-K.
   2




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##### Table of Contents



PART I  ITEM 1.
    BUSINESS  Service marks, trademarks and tradenames and related designs
    or logotypes owned by Gardner Denver or its subsidiaries are
    shown in italics.
  Executive
    Overview
        non-U.S. sales,
  Significant
    Accomplishments in 2009
   3




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
    Continued to implement cost reduction and restructuring programs
    to mitigate the significant decline in global demand and
    eliminate excess capacity that resulted from operational
    improvements that were completed over the previous two years.
    Through these efforts, the Company reduced its global workforce
    by approximately 25% and closed seven manufacturing or assembly
    sites and transferred their activities into existing locations.
    The closure of another facility is expected during the first
    quarter of 2010. Costs recognized in 2009 as a result of these
    profit improvement initiatives totaled approximately
    $46 million and the benefits from these and previous
    years initiatives are expected to total approximately
    $70 million annually by 2011.
    Completed the integration of the October 2008 acquisition of
    CompAir, a global provider of complementary compressor products.
    The acquisition broadened the Companys geographic
    presence, diversified its end markets served and provided
    opportunities to reduce operating costs and achieve sales and
    marketing efficiencies. The integration included the closure of
    manufacturing and sales locations, reduction of personnel,
    implementation of new enterprise-wide business systems,
    rationalization of product lines and introduction of
    complementary products into each business units channels
    of distribution.
    Generated more than $211 million in net cash from operating
    activities compared to $278 million in 2008. Primarily as a
    result of volume reductions and investments in lean initiatives,
    the Company generated more than $67 million in cash from
    inventory reductions in 2009 and improved inventory turnover to
    5.4 times.
    Used net cash provided by operating activities to repay
    approximately $188 million of debt, invested
    $42.8 million in capital projects and, for the first time
    since becoming an independent company again in 1994, paid a cash
    dividend of $2.6 million ($0.05 per share).
    Developed new products that incorporate key features and
    benefits for the Companys customers or allow participation
    in new markets. The new product introductions included
    environmentally friendly products such as a fire-safe loading
    arm swivel joint that prevents seepage of hazardous or flammable
    products; a liquid ring vacuum pump retrofit that reduces water
    consumption and disposal requirements; and a new line of small
    liquid ring vacuum pumps and compressors for chemical, food and
    general industrial applications that reduce power consumption
    and water usage in some applications by as much as 40% and 50%,
    respectively. The Company also developed new products to enhance
    the safety and efficiency of customers operations, such as
    a high-speed bulk milk collection and data capturing system; a
    remote refueling system for diesel engines used to drive well
    servicing pumps; and an energy-efficient portable turbo screw
    compressor used in mining and air drilling, that recovers
    approximately 5% of engine power expended in exhaust heat to
    improve operating performance in an environmentally friendly
    way. New product introductions to penetrate new markets included
    a new well servicing pump for high flow applications such as
    cementing and acidizing on offshore skids and high efficiency
    side channel blowers for fuel cell applications.
    Increased aftermarket revenues as a percentage of total revenues
    to approximately 29% in 2009 from 26% in 2008.
    In January 2009, Ross J. Centanni, Chairman Emeritus of the
    Board of Directors retired. Mr. Centanni had served as the
    Companys President and Chief Executive Office
    (CEO) from 1994, when Gardner Denver became an
    independent, publicly traded company, until January 2008, when
    Barry L. Pennypacker joined the Company as President and CEO.
    From January 2008 until May 2008, Mr. Centanni served as
    the Executive Chairman of the Companys Board of Directors,
    at which time he was named Chairman Emeritus of the Board of
    Directors. In June 2009, Mike Arnold joined the Companys
    Board of Directors. Mr. Arnold is the Executive Vice
    President and President of the Bearings and Power Transmission
    Group at The Timken Company, a publicly held manufacturer of
    innovative friction management and power transmission products
    and services. 4




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Future
    Initiatives
      
    Accelerate organic growth by concentrating on end market
    segments and geographic regions that are growing at above
    average rates and by penetrating the market to gain share. By
    accelerating organic growth, the Company should reduce the
    impact of economic down cycles and participate in faster growing
    regions of the world, such as Asia Pacific.
    Develop innovative products based on the voice of the customer
    to differentiate the Companys products from those of its
    competitors, gain market share, enhance margins and build
    proprietary components into products to assist in growing
    aftermarket revenues.
    Expand aftermarket parts and service revenues. Typically, sales
    of aftermarket parts and services generate above average margins
    and demand for these products tends to be less cyclical than
    that of new units.
    Pursue selective acquisitions, in particular those that provide
    access to faster growing end market segments, such as medical
    and environmental applications, or serve to otherwise diversify
    revenues while providing synergies to generate an appropriate
    return on the Companys investment.
    Reduce costs and eliminate waste through operational excellence
    in order to increase margins and return on invested capital.    History
  OPI Sutorbilt DuroFlow ®
 5




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Date of Acquisition

Acquired Entity

Approximate Transaction Value (USD millions)January 2004

Syltone plc


$113September 2004

nash_elmo Holdings, LLC


225June 2005

Bottarini S.p.A.


10July 2005

Thomas Industries Inc.


484January 2006

Todo Group


16August 2008

Best Aire, Inc.


6October 2008

CompAir Holdings Limited


379           TODO-MATIC Emco Wheaton
     6




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Markets
    and Products
    Industrial
    Products Group Segment
    Gardner Denver, Champion,
    Bottarini, CompAir, Mako, Reavell Belliss &
    Morcom Gardner Denver, Bottarini, Electra-Screw,
    Electra-Saver, Electra-Saver II, Enduro, RotorChamp, Tamrotor,
    CompAir Tempest Gardner Denver CompAir Dryclon Quantima CompAir Bottarini
  Sutorbilt, DuroFlow, CycloBlower, HeliFlow,
    TriFlow, Drum, Wittig Elmo Rietschle. Gardner Denver, Lamson Hoffman Elmo
    Rietschle and TurboTron Gardner Denver, Hydrovane, Elmo Rietschle, Drum Wittig Gardner Denver Invincible Elmo Rietschle Elmo
    Rietschle
   7




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Engineered
    Products Group Segment
    Gardner Denver OPI Gardner Denver
  Nash Nash Nash Oberdorfer Gardner Denver
 8




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Welch
  Partek, Liqua-Blaster American Water Blaster
  Emco Wheaton, Todo Perolo
    Customers
    and Customer Service
       9




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Competition
        Research
    and Development
          Manufacturing
   10




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work-in-process
  9001-2000
  Raw
    Materials and Suppliers
    Order
    Backlog
  Form 10-K.
  Patents,
    Trademarks and Other Intellectual Property
    Gardner Denver Aeon,
    Belliss & Morcom, Bottarini, Champion, CompAir,
    CycloBlower, Drum, DuroFlow, Elmo Rietschle, Emco Wheaton,
    Hoffman, Hydrovane, Lamson, Legend, Mako, Nash, Oberdorfer, OPI,
    Quantima, Reavell, Sutorbilt, Tamrotor, Thomas, Todo, Webster,
    Welch Wittig.
 11




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Gardner Denver
    Employees
    Executive
    Officers of the Registrant
    Name

Position

AgeBarry L. Pennypacker

President and Chief Executive Officer


49Helen W. Cornell

Executive Vice President, Finance and Chief Financial Officer


51J. Dennis Shull

Executive Vice President, Gardner Denver, Inc. and President,
    Industrial Products Group


61T. Duane Morgan

Vice President, Gardner Denver, Inc. and President, Engineered
    Products Group


60Brent A. Walters

Vice President, General Counsel, Chief Compliance Officer and
    Secretary


45Armando L. Castorena

Vice President, Human Resources


47Bob D. Elkins

Vice President, Chief Information Officer


61   Barry L. Pennypacker
  Helen W. Cornell,
 12




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J. Dennis Shull,
  T. Duane Morgan,
  Brent A. Walters,
  Armando Castorena,
  Bob D. Elkins,
 13




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Compliance
    Certifications
  Form 10-K
  Environmental
    Matters
      on-site
    Available
    Information
  www.gardnerdenver.com. Form 10-K; Form 10-Q; Form 8-K;
 14




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ITEM 1A.
    RISK
    FACTORS  We have
    exposure to the risks associated with weak global economic
    growth, which may negatively impact our revenues, liquidity,
    suppliers and customers.
    We
    operate in cyclical markets, which may make our revenues and
    operating results fluctuate.
      We face
    robust competition in the markets we serve, which could
    materially and adversely affect our operating results.
    We may
    not fully realize the expected financial benefits from the
    acquisition of CompAir and from our restructuring
    actions.
    Large or
    rapid increases in the costs of raw materials or substantial
    decreases in their availability and our dependence on particular
    suppliers of raw materials could materially and adversely affect
    our operating results.
   15




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More than
    half of our sales and operations are in
    non-U.S.
    jurisdictions and is subject to the economic, political,
    regulatory and other risks of international
    operations.
  Non-U.S. operations
  
    nationalization of private enterprises;
    political or economic instability in certain countries,
    especially during the current weak global economic climate;
    differences in foreign laws, including increased difficulties in
    protecting intellectual property and uncertainty in enforcement
    of contract rights;
    credit risks;
    currency fluctuations, in particular, changes in currency
    exchange rates between the USD, the EUR, the GBP and the CNY;
    exchange controls;
    changes in tariff restrictions;
    royalty and tax increases;
    potential problems obtaining supply of raw materials;
    shipping products during times of crisis or war; and
    other factors inherent in foreign operations.  The risk
    of non-compliance with U.S. and foreign laws and regulations
    applicable to our international operations could have a
    significant impact on our results of operations, financial
    condition or strategic objectives.
   16




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Our
    operating results could be adversely affected by a reduction of
    business with key customers for petroleum products.
    The
    nature of our products creates the possibility of significant
    product liability and warranty claims, which could harm our
    business.
    A
    significant portion of our assets consists of goodwill and other
    intangible assets, the value of which may be reduced if we
    determine that those assets are impaired.
    debt-to-total-capitalization
 17




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Our
    success depends on our executive management and other key
    personnel.
    Our
    indebtedness could adversely affect our financial
    flexibility.
    
    we may have a limited ability to borrow additional amounts for
    working capital, capital expenditures, acquisitions, debt
    service requirements, restructuring costs, execution of our
    growth strategy, or other purposes;
    a portion of our cash flow will be used to pay principal and
    interest on our debt, which will reduce the funds available for
    working capital, capital expenditures, selective acquisitions,
    payment of cash dividends and other purposes;
    we may be more vulnerable to adverse changes in general
    economic, industry and competitive conditions;
    the various covenants contained in our credit agreement, the
    indenture covering the senior subordinated notes, and the
    documents governing our other existing indebtedness may place us
    at a relative competitive disadvantage as compared to some of
    our competitors; and
    borrowings under the credit agreement bear interest at floating
    rates, which could result in higher interest expense in the
    event of an increase in interest rates.  We may
    not be able to continue to identify and complete strategic
    acquisitions and effectively integrate acquired companies to
    achieve desired financial benefits.
      We face
    risks associated with our pension and other postretirement
    benefit obligations.
   18




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Environmental-compliance
    costs and liabilities could adversely affect our financial
    condition.
          Communication
    or information systems failure may disrupt our business and
    result in financial loss and liability to our
    customers.
  back-up
 19




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back-up
  We are a
    defendant in certain asbestos and silica personal injury
    lawsuits, which could adversely affect our financial
    condition.
      Third
    parties may infringe upon our intellectual property or may claim
    we have infringed their intellectual property, and we may expend
    significant resources enforcing or defending our rights or
    suffer competitive injury.
    Our
    business could suffer if we experience employee work stoppages
    or other labor difficulties.
  and/or
  ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS   20




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ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS  Form 10-K.
  ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS
    AND ISSUER PURCHASES OF EQUITY SECURITIES       21




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Maximum Number (orTotal Number of

Approximate DollarShares (or Units)

Value) of SharesPurchased

(or Units) That MayTotal Number



As Part of Publicly

Yet Be Purchasedof Shares

Average Price

Announced Plans

Under the Plans orPeriod

Purchased(1)

Paid per Share(2)

or Programs

ProgramsOctober 1, 2009 - October 31, 2009



n/a



3,000,000November 1, 2009 - November 30, 2009

13,246

$39.96



3,000,000December 1, 2009 - December 31, 2009



n/a



3,000,000Total

13,246

$39.96



3,000,000   (1)
    
    All of these shares were exchanged
    or surrendered in connection with the exercise of options under
    Gardner Denvers stock option plans.(2)
    
    Excludes commissions.  Stock
    Performance Graph
    
 22




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ITEM 6.
    SELECTED
    FINANCIAL DATA    Years Ended December 31(Dollars in thousands except per
    share amounts)

2009

2008(1)

2007

2006(2)

2005(3)(4)Revenues

$
1,778,145



2,018,332



1,868,844



1,669,176



1,214,552Net (loss) income attributable to Gardner Denver(6)


(165,185
)


165,981



205,104



132,908



66,951Basic (loss) earnings per share attributable to Gardner Denver
    common stockholders(5)(6)


(3.18
)


3.16



3.85



2.54



1.40Diluted (loss) earnings per share attributable to Gardner Denver
    common stockholders(5)(6)


(3.18
)


3.12



3.80



2.49



1.37Long-term debt (excluding current maturities)


330,935



506,700



263,987



383,459



542,641Total assets

$
1,939,048



2,340,125



1,905,607



1,750,231



1,715,060Cash dividends declared per common share

$
0.05















   (1)
    
    The Company acquired the assets of
    Best Aire in August 2008 and the outstanding shares of CompAir
    in October 2008.(2)
    
    The Company acquired the
    outstanding shares of Todo in January 2006.(3)
    
    The Company acquired the
    outstanding shares of Bottarini and Thomas in June 2005 and July
    2005, respectively.(4)
    
    In fiscal 2006, the Company began
    to recognize expense related to the fair value of the
    Companys stock-based compensation awards. Had such expense
    been recognized for 2005, results would have been as follows:
    net income  $64.9 million; diluted earnings per
    share  $1.33.(5)
    
    Per share amounts in all years
    reflect the effect of a
    two-for-one
    stock split (in the form of a 100% stock dividend) that was
    completed on June 1, 2006.(6)
    
    Net income and diluted earnings per
    share in 2009 reflect goodwill and other indefinite-lived
    intangible asset impairment charges totaling
    $250.8 million, or $4.81 per share, restructuring charges
    totaling $33.2 million, or $0.63 per share, and discrete
    income tax items totaling $5.6 million, or $0.11 per share.
    Results in 2008 reflect restructuring charges totaling
    $7.8 million, or $0.15 per share, certain
    mark-to-market
    adjustments totaling $7.0 million, or $0.13 per share, and
    discrete income tax items totaling $2.7 million, or $0.05
    per share.  ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS  Non-GAAP Financial
    Measures
    Segment Reporting
  Managements
    Discussion and Analysis
  Form 10-K.
   23




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Overview
    and Description of Business
           24




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2009


2008


2007Revenues


100.0



100.0



100.0Cost of sales


69.0



68.4



66.8Gross profit


31.0



31.6



33.2Selling and administrative expenses


20.0



17.3



17.5Other operating expense, net


2.6



1.4



Impairment charges


14.8







Operating (loss) income


(6.4
)


12.9



15.7Interest expense


1.6



1.3



1.4Other income, net


(0.2
)






(0.1
)(Loss) income before income taxes


(7.8
)


11.6



14.4Provision for income taxes


1.4



3.3



3.4Net (loss) income


(9.2
)


8.3



11.0Net income attributable to noncontrolling interests


0.1



0.1



Net (loss) income attributable to Gardner Denver


(9.3
)


8.2



11.0  25




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Year
    Ended December 31, 2009, Compared with Year Ended
    December 31, 2008
  Revenues
        Gross
    Profit
    Selling
    and Administrative Expenses
    Other
    Operating Expense, Net
  mark-to-market
 26




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Impairment
    Charges
    Operating
    (Loss) Income
  mark-to-market
  year-over-year mark-to-market
    Interest
    Expense
   27




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Other
    Income, Net
    Provision
    For Income Taxes
    Net
    (Loss) Income Attributable to Gardner Denver
  mark-to-market
  Year
    Ended December 31, 2008, Compared with Year Ended
    December 31, 2007
  Revenues
     28




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Gross
    Profit
    Selling
    and Administrative Expenses
    Other
    Operating Expense, Net
  mark-to-market
  Operating
    Income
  mark-to-market
   29




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mark-to-market
    Interest
    Expense
    Other
    Income, Net
    Provision
    For Income Taxes
    Net
    Income Attributable to Gardner Denver
   30




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mark-to-market
  Outlook
         31




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Liquidity
    and Capital Resources
  Operating
    Working Capital
     32




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Cash
    Flows
           33




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Liquidity
                 34




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Off-Balance
    Sheet Arrangements
   35




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Contractual
    Obligations and Commitments
    Payments Due by Period(Dollars in millions)



Less than





More thanContractual Cash Obligations

Total

1 year

1 - 3 years

3 - 5 years

5 yearsDebt

$
355.0



32.2



104.6



214.8



3.4Estimated interest payments(1)


65.1



19.1



28.5



11.6



5.9Capital leases


9.5



1.4



1.5



0.6



6.0Operating leases


105.6



27.2



37.1



17.7



23.6Purchase obligations(2)


145.9



142.3



3.6







Total

$
681.1



222.2



175.3



244.7



38.9   (1)
    
    Estimated interest payments for
    long-term debt were calculated as follows: for fixed-rate debt
    and term debt, interest was calculated based on applicable rates
    and payment dates; for variable-rate debt and/or non-term debt,
    interest rates and payment dates were estimated based on
    managements determination of the most likely scenarios for
    each relevant debt instrument.(2)
    
    Purchase obligations consist
    primarily of agreements to purchase inventory or services made
    in the normal course of business to meet operational
    requirements. The purchase obligation amounts do not represent
    the entire anticipated purchases in the future, but represent
    only those items for which the Company is contractually
    obligated as of December 31, 2009. For this reason, these
    amounts will not provide a complete and reliable indicator of
    the Companys expected future cash outflows.      non-U.S. pension non-U.S. qualified
  non-U.S. plans
 36




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Contingencies
    and/or
       37




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on-site
    Changes
    in Accounting Principles and Effects of New Accounting
    Pronouncements
    Critical
    Accounting Policies and Estimates
    Accounts
    Receivable
    Inventory
  first-in, last-in,
 38




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Goodwill
    and Indefinite-lived Intangible Assets
  Intangibles 
    Goodwill and Other
           39




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Long-lived
    Assets
  360-10-05-4, Impairment or Disposal of Long-Lived Assets 360-10-05-4)
  Warranty
    Reserves
    Stock-Based
    Compensation
  Compensation  Stock
    Compensation
 40




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Pension
    and Other Postretirement Benefits
    Income
    Taxes
    Loss
    Contingencies
    Derivative
    Financial Instruments
   41




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Restructuring
    Charges
  Exit or Disposal Cost
    Obligations Compensation 
    Nonretirement Postemployment Benefits 360-10-05-4; Business Combinations No. 95-3
        ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK   42




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Commodity
    Price Risk
      Interest
    Rate Risk
    Exchange
    Rate Risk
  non-U.S. subsidiaries
  non-U.S. subsidiaries non-U.S. subsidiaries non-U.S. subsidiaries
   43




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44




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ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA Report of
    Independent Registered Public Accounting Firm     Internal Control  Integrated
    Framework
        Internal Control  Integrated Framework
     45




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Consolidated
    Statements of OperationsGARDNER DENVER, INC.Years
    ended December 31
    (Dollars in thousands except per share amounts)  2009


2008


2007Revenues

$
1,778,145



2,018,332



1,868,844Cost of sales


1,227,532



1,380,042



1,248,921Gross profit


550,613



638,290



619,923Selling and administrative expenses


356,210



348,577



327,049Other operating expense, net


45,673



29,983



57Impairment charges


262,400







Operating (loss) income


(113,670
)


259,730



292,817Interest expense


28,485



25,483



26,211Other income, net


(3,761
)


(750
)


(3,052
)(Loss) income before income taxes


(138,394
)


234,997



269,658Provision for income taxes


24,905



67,485



63,256Net (loss) income


(163,299
)


167,512



206,402Less: Net income attributable to noncontrolling interests


1,886



1,531



1,298Net (loss) income attributable to Gardner Denver

$
(165,185
)


165,981



205,104Net (loss) earnings per share attributable to Gardner Denver
    common stockholdersBasic (loss) earnings per share

$
(3.18
)


3.16



3.85Diluted (loss) earnings per share

$
(3.18
)


3.12



3.80Cash dividends declared per common share

$
0.05







   The accompanying notes are an
    integral part of these consolidated financial
    statements.
 46




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##### Table of Contents



Consolidated
    Balance SheetsGARDNER DENVER, INC.December
    31
    (Dollars in thousands except per share amounts)  2009


2008AssetsCurrent assets:Cash and cash equivalents

$
109,736



120,735Accounts receivable, net


326,234



388,098Inventories, net


226,453



284,825Deferred income taxes


30,603



33,014Other current assets


25,485



30,892Total current assets


718,511



857,564Property, plant and equipment, net


306,235



305,012Goodwill


578,014



804,648Other intangibles, net


314,410



346,263Other assets


21,878



26,638Total assets

$
1,939,048



2,340,125Liabilities and Stockholders EquityCurrent liabilities:Short-term borrowings and current maturities of long-term debt

$
33,581



36,968Accounts payable


94,887



135,864Accrued liabilities


195,062



224,550Total current liabilities


323,530



397,382Long-term debt, less current maturities


330,935



506,700Postretirement benefits other than pensions


15,269



17,481Deferred income taxes


67,799



91,218Other liabilities


137,506



117,601Total liabilities


875,039



1,130,382Gardner Denver Stockholders equity:Common stock, $0.01 par value; 100,000,000 shares
    authorized; 52,191,675 and 51,785,125 shares outstanding at
    December 31, 2009 and 2008, respectively


586



583Capital in excess of par value


558,733



545,671Retained earnings


543,272



711,065Accumulated other comprehensive income


82,514



72,407Treasury stock at cost; 6,438,993 and 6,469,971 shares at
    December 31, 2009 and 2008, respectively


(132,935
)


(130,839
)Total Gardner Denver stockholders equity


1,052,170



1,198,887Noncontrolling interests


11,839



10,856Total stockholders equity


1,064,009



1,209,743Total liabilities and stockholders equity

$
1,939,048



2,340,125   The accompanying notes are an
    integral part of these consolidated financial
    statements.
 47




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##### Table of Contents



Consolidated
    Statements of Stockholders EquityGARDNER DENVER, INC.Years
    ended December 31
    (Dollars and shares in thousands)  2009


2008


2007Number of Common Shares IssuedBalance at beginning of year


58,255



57,305



56,361Stock issued for benefit plans and options exercises


376



950



944Balance at end of year


58,631



58,255



57,305Common StockBalance at beginning of year

$
583



573



564Stock issued for benefit plans and options exercises


3



10



9Balance at end of year

$
586



583



573Capital in Excess of Par ValueBalance at beginning of year

$
545,671



515,940



490,856Stock issued for benefit plans and options exercises


7,716



15,822



13,665Stock-based compensation


5,346



13,909



11,419Balance at end of year

$
558,733



545,671



515,940Retained EarningsBalance at beginning of year

$
711,065



545,084



339,289Net (loss) income


(165,185
)


165,981



205,104Cash dividends declared; $0.05 per common share in 2009


(2,608
)






Adoption of provisions of ASC 740 relative to uncertain tax
    positions










691Balance at end of year

$
543,272



711,065



545,084Accumulated Other Comprehensive IncomeBalance at beginning of year

$
72,407



127,807



51,286Foreign currency translation adjustments, net


21,229



(8,703
)


51,943Unrecognized (loss) gain on cash flow hedges, net of tax


(250
)


110



(1,667
)Foreign currency gain (loss) on investment in foreign
    subsidiaries


1,663



(34,199
)


11,217Pension and other postretirement prior service cost and
    actuarial gain or loss, net of tax


(12,565
)


(12,612
)


9,597Cumulative prior period translation adjustment










5,440Currency translation


30



4



(9
)Balance at end of year

$
82,514



72,407



127,807Treasury StockBalance at beginning of year

$
(130,839
)


(29,894
)


(28,910
)Purchases of treasury stock


(73
)


(100,901
)


(957
)Deferred compensation


(2,023
)


(44
)


(27
)Balance at end of year

$
(132,935
)


(130,839
)


(29,894
)Total Gardner Denver Stockholders Equity

$
1,052,170



1,198,887



1,159,510Noncontrolling InterestsBalance at beginning of year

$
10,856



2,269



1,041Net income


1,886



1,531



1,298Dividends to minority stockholders


(1,656
)


(1,258
)


(958
)Foreign currency translation adjustments, net


753



(461
)


888Business combinations






8,775



Balance at end of year

$
11,839



10,856



2,269Total Stockholders Equity

$
1,064,009



1,209,743



1,161,779   The accompanying notes are an
    integral part of these consolidated financial
    statements.
 48




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##### Table of Contents



Consolidated
    Statements of Comprehensive (Loss) IncomeGARDNER DENVER, INC.Years
    ended December 31
    (Dollars in thousands)  2009


2008


2007Comprehensive (Loss) Income Attributable to Gardner DenverNet (loss) income attributable to Gardner Denver

$
(165,185
)


165,981



205,104Other comprehensive income (loss), net of tax:Foreign currency translation adjustments, net


21,229



(8,703
)


51,943Unrecognized (loss) gain on cash flow hedges, net


(250
)


110



(1,667
)Foreign currency gain (loss) on investment in foreign
    subsidiaries


1,663



(34,199
)


11,217Pension and other postretirement prior service cost and gain or
    loss, net


(12,565
)


(12,612
)


9,597Total other comprehensive income (loss), net of tax


10,077



(55,404
)


71,090Comprehensive (loss) income attributable to Gardner Denver

$
(155,108
)


110,577



276,194Comprehensive Income Attributable to Noncontrolling
    InterestsNet income attributable to noncontrolling interests

$
1,886



1,531



1,298Other comprehensive income (loss), net of tax:Foreign currency translation adjustments, net


753



(461
)


888Total other comprehensive income (loss), net of tax


753



(461
)


888Comprehensive income attributable to noncontrolling interests


2,639



1,070



2,186Total Comprehensive (Loss) Income

$
(152,469
)


111,647



278,380   The accompanying notes are an
    integral part of these consolidated financial
    statements.
 49




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##### Table of Contents



Consolidated
    Statements of Cash FlowsGARDNER DENVER, INC.Years
    ended December 31
    (Dollars in thousands)   2009


2008


2007Cash flows from operating activities:Net (loss) income

$
(163,299
)


167,512



206,402Adjustments to reconcile net (loss) income to net cash provided
    byoperating activities:Depreciation and amortization


68,731



61,484



58,584Impairment charges


262,400







Foreign currency transaction loss (gain), net


457



10,622



(681
)Net loss on asset dispositions


1,255



608



364LIFO liquidation income


(297
)


(569
)


(1,292
)Stock issued for employee benefit plans


3,954



4,732



4,664Stock-based compensation expense


2,980



4,500



4,988Excess tax benefits from stock-based compensation


(479
)


(8,523
)


(6,320
)Deferred income taxes


(8,227
)


(4,264
)


(13,555
)Changes in assets and liabilities:Receivables


72,056



9,463



(36,374
)Inventories


67,498



35,058



(16,231
)Accounts payable and accrued liabilities


(89,918
)


(20,570
)


566Other assets and liabilities, net


(5,800
)


17,746



(19,487
)Net cash provided by operating activities


211,311



277,799



181,628Cash flows from investing activities:Capital expenditures


(42,766
)


(41,047
)


(47,783
)Net cash paid in business combinations


(81
)


(356,506
)


(205
)Disposals of property, plant and equipment


1,187



2,236



1,676Other


(2
)


912



679Net cash used in investing activities


(41,662
)


(394,405
)


(45,633
)Cash flows from financing activities:Principal payments on short-term borrowings


(33,466
)


(66,940
)


(37,074
)Proceeds from short-term borrowings


25,018



64,920



39,377Principal payments on long-term debt


(231,725
)


(628,068
)


(276,351
)Proceeds from long-term debt


52,169



877,130



148,799Proceeds from stock option exercises


3,751



11,099



9,003Excess tax benefits from stock-based compensation


479



8,523



6,320Purchase of treasury stock


(867
)


(100,919
)


(960
)Debt issuance costs


(166
)


(8,891
)


Cash dividends paid


(2,608
)






Other


(760
)


(1,258
)


(959
)Net cash (used in) provided by financing activities


(188,175
)


155,596



(111,845
)Effect of exchange rate changes on cash and cash equivalents


7,527



(11,177
)


6,441(Decrease) increase in cash and cash equivalents


(10,999
)


27,813



30,591Cash and cash equivalents, beginning of year


120,735



92,922



62,331Cash and cash equivalents, end of year

$
109,736



120,735



92,922   The accompanying notes are an
    integral part of these consolidated financial
    statements.
 50




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##### Table of Contents



Notes to
    Consolidated Financial StatementsGARDNER DENVER, INC.(Dollars in thousands except per
    share amounts or amounts described in millions)
 ­
    ­
  Note 1:
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
    Form 10-K
  Principles
    of Consolidation
    Use of
    Estimates
    Foreign
    Currency Translation
   51




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##### Table of Contents



Revenue
    Recognition
  Revenue
    Recognition.
    and/or
    Cash
    and Cash Equivalents
    Accounts
    Receivable
     52




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##### Table of Contents



Inventories
  first-in, last-in,
  Property,
    Plant and Equipment
    Goodwill
    and Indefinite-lived Intangible Assets
  Intangibles  Goodwill and
    Other
      Long-lived
    Assets
  360-10-05-4, Impairment or Disposal of Long-Lived Assets 360-10-05-4)
 53




---



##### Table of Contents



Warranty
    Reserves
    Stock-Based
    Compensation
  Compensation  Stock
    Compensation
  Pension
    and Other Postretirement Benefits
   54




---



##### Table of Contents



Income
    Taxes
    Income
    Taxes
  Research
    and Development
    Derivative
    Financial Instruments
       55




---



##### Table of Contents



Comprehensive
    (Loss) Income
    Restructuring
    Charges
  Exit or Disposal Cost
    Obligations Compensation  Nonretirement Postemployment
    Benefits 360-10-05-4; Business Combinations No. 95-3
       56




---



##### Table of Contents



Note 2:
    New
    Accounting Standards  Recently
    Adopted Accounting Pronouncements
    Consolidation
  Derivatives and Hedging
  Compensation-Retirement Benefits
  Subsequent Events
  Financial
    Instruments
 57




---



##### Table of Contents



The FASB Accounting Standards
    Codificationtm and the Hierarchy of Generally Accepted Accounting
    Principles  a replacement of FASB Statement
    No. 162. tm Form 10-K
  No. 2009-05, Fair Value Measurements and Disclosures (Topic
    820)  Measuring Liabilities at Fair Value 2009-05). Topic 820 2009-05
  Recently
    Issued Accounting Pronouncements
  No. 2009-13, Revenue Recognition (Topic 605) 
    Multiple-Deliverable Revenue Arrangements  a
    consensus of the FASB Emerging Issues Task Force 2009-13). 605-25, Revenue Recognition, Multiple-Element Arrangements 2009-13
  No. 2010-06, Fair Value Measurements and Disclosures (Topic
    820)  Improving Disclosures about Fair Value
    Measurements
  Note 3:
    Business
    Combinations    Date of Acquisition

Acquired Entity

Transaction ValueOctober 20, 2008

CompAir Holdings Limited

£218.3 million (approximately $378.5 million)August 6, 2008

Best Aire, Inc.

$5.9 million  58




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##### Table of Contents



Acquisition
    of CompAir Holdings Limited
      CompAir
    Holdings Limited
  Assets Acquired and Liabilities Assumed
  October 20, 2008
    (Dollars in thousands)
   Cash and cash equivalents

$
24,094Accounts receivable, net


100,905Inventories, net


70,988Property, plant and equipment


37,944Other assets


11,719Identifiable intangible assets


148,347Goodwill


174,482Current liabilities


(120,948
)Long-term debt


(5,921
)Long-term deferred income taxes


(31,520
)Other long-term liabilities


(31,568
)Aggregate purchase price

$
378,522  59




---



##### Table of Contents



Amortizable intangible assets:Technology

$
40,647Trademarks


49,578Customer relationships


51,017Other


7,105Unamortizable intangible assets:Goodwill


174,482Total intangible assets

$
322,829       2008(1)


2007(2)Unaudited


UnauditedRevenues

$
2,448,154



2,401,188Net income


164,524



185,708Diluted earnings per share

$
3.10



3.44   (1)
    
    Net income and diluted earnings per
    share in 2008 reflect charges totaling approximately
    $10.4 million, before income tax, for
    mark-to-market
    adjustments for cash transactions and forward currency contracts
    on British pound sterling (GBP) entered into to
    limit the impact of changes in the USD to GBP exchange rate on
    the amount of USD-denominated borrowing capacity that remained
    available on the Companys revolving credit facility
    following the completion of the CompAir acquisition.(2)
    
    Net income and diluted earnings per
    share in 2007 reflect a charge of approximately
    $3.3 million, before income tax, attributable to the
    valuation of the inventory of CompAir at the acquisition date.  Note 4:
    Restructuring     60




---



##### Table of Contents



TerminationBenefits


Other


TotalBalance at December 31, 2007

$
1,119



323



1,442Charged to expense


10,079



1,027



11,106Acquisition purchase price allocation


7,455



1,446



8,901Paid


(4,321
)


(367
)


(4,688
)Other, net (primarily foreign currency translation)


(698
)


(64
)


(762
)Balance at December 31, 2008

$
13,634



2,365



15,999Charged to expense


40,134



5,992



46,126Acquisition purchase price allocation


1,556



584



2,140Paid


(40,711
)


(5,526
)


(46,237
)Other, net (primarily foreign currency translation)


2,712



240



2,952Balance at December 31, 2009

$
17,325



3,655



20,980   Note 5:
    Allowance
    for Doubtful Accounts    2009


2008


2007Balance as of January 1

$
10,642



8,755



9,184Provision charged to expense


2,078



1,702



960Acquisitions






2,752



Charged to other accounts(1)


347



(451
)


773Deductions


(2,377
)


(2,116
)


(2,162
)Balance as of December 31

$
10,690



10,642



8,755   (1)
    
    Includes primarily the effect of
    foreign currency translation adjustments for the Companys
    subsidiaries with functional currencies other than the USD. 61




---



##### Table of Contents



Note 6:
    Inventories    2009


2008Raw materials, including parts and subassemblies

$
150,085



159,425Work-in-process


39,691



47,060Finished goods


51,638



90,951241,414



297,436Excess of FIFO costs over LIFO costs


(14,961
)


(12,611
)Inventories, net

$
226,453



284,825     Note 7:
    Property,
    Plant and Equipment    2009


2008Land and land improvements

$
31,106



28,818Buildings


168,153



143,489Machinery and equipment


284,239



269,898Tooling, dies, patterns, etc.


64,913



64,162Office furniture and equipment


50,781



50,107Other


17,653



17,759Construction in progress


10,025



14,455626,870



588,688Accumulated depreciation


(320,635
)


(283,676
)Property, plant and equipment, net

$
306,235



305,012   Note 8:
    Goodwill
    and Other Intangible Assets   62




---



##### Table of Contents



63




---



##### Table of Contents



Industrial


EngineeredProducts


Products


TotalBalance as of December 31, 2007Goodwill

$
363,011



322,485



685,496Accumulated impairment










363,011



322,485



685,496Acquisitions


157,533







157,533Adjustments to goodwill


(3,851
)


3,559



(292
)Foreign currency translation


(25,641
)


(12,448
)


(38,089
)Balance as of December 31, 2008Goodwill


491,052



313,596



804,648Accumulated impairment










491,052



313,596



804,648Adjustments to goodwill


16,275



(2
)


16,273Impairment of goodwill


(252,533
)






(252,533
)Foreign currency translation


2,030



7,596



9,626Balance as of December 31, 2009Goodwill


509,357



321,190



830,547Accumulated impairment


(252,533
)






(252,533
)$
256,824



321,190



578,014     2009


2008Gross Carrying


Accumulated


Gross Carrying


AccumulatedAmount


Amortization


Amount


AmortizationAmortized intangible assets:Customer lists and relationships

$
121,990



(24,580
)


133,596



(17,654
)Acquired technology


98,163



(47,162
)


91,713



(36,464
)Trademarks


56,245



(6,604
)


57,332



(3,450
)Other


7,555



(3,781
)


4,728



(2,883
)Unamortized intangible assets:Trademarks


112,584







119,345



Total other intangible assets

$
396,537



(82,127
)


406,714



(60,451
)  64




---



##### Table of Contents



Note 9:
    Accrued
    Liabilities    2009


2008Salaries, wages and related fringe benefits

$
43,384



65,843Taxes


16,405



14,133Advance payments on sales contracts


26,944



36,938Product warranty


19,312



19,141Product liability, and medical and workers compensation
    claims


7,192



11,604Restructuring


20,980



15,999Other


60,845



60,892Total accrued liabilities

$
195,062



224,550     2009


2008


2007Balance as of January 1

$
19,141



15,087



15,298Product warranty accruals


24,307



16,073



12,409Settlements


(24,643
)


(15,168
)


(13,168
)Acquisitions






3,975



Charged to other accounts(1)


507



(826
)


548Balance as of December 31

$
19,312



19,141



15,087   (1)
    
    Includes primarily the effect of
    foreign currency translation adjustments for the Companys
    subsidiaries with functional currencies other than the USD.  Note 10:
    Debt    2009


2008Short-term debt

$
5,497



11,786Long-term debt:Credit Line, due 2013(1)

$
2,500



37,000Term Loan denominated in U.S. dollars, due 2013(2)


113,000



177,750Term Loan denominated in euros, due 2013(3)


100,310



165,284Senior Subordinated Notes at 8%, due 2013


125,000



125,000Secured Mortgages(4)


8,500



8,911Variable Rate Industrial Revenue Bonds, due 2018






8,000Capitalized leases and other long-term debt


9,709



9,937Total long-term debt, including current maturities


359,019



531,882Current maturities of long-term debt


28,084



25,182Long-term debt, less current maturities

$
330,935



506,700  65




---



##### Table of Contents



(1)
    
    The loans under this facility may
    be denominated in USD or several foreign currencies. At
    December 31, 2009, the outstanding balance consisted only
    of USD borrowings. The interest rates under the facility are
    based on prime, federal funds and/or the London interbank offer
    rate (LIBOR) for the applicable currency. The
    interest rate was 4.5% as of December 31, 2009.(2)
    
    The interest rate for this loan
    varies with prime, federal funds and/or LIBOR. At
    December 31, 2009, this rate was 2.8% and averaged 3.0% for
    the twelve-month period ending December 31, 2009.(3)
    
    The interest rate for this loan
    varies with LIBOR. At December 31, 2009, the rate was 2.9%
    and averaged 3.6% for the twelve-month period ending
    December 31, 2009.(4)
    
    This amount consists of two
    fixed-rate commercial loans with an outstanding balance of
    5,932 at December 31, 2009. The loans are secured by
    the Companys facility in Bad Neustadt, Germany.               66




---



##### Table of Contents



Note 11:
    Benefit
    Plans  Pension
    and Postretirement Benefit Plans
         67




---



##### Table of Contents



Pension Benefits


OtherU.S. Plans


Non-U.S. Plans


Postretirement Benefits2009


2008


2009


2008


2009


2008Reconciliation of benefit obligations:Obligations as of January 1

$
72,850



72,862


$
169,258



218,845


$
17,509



19,476Service cost










1,076



1,098



38



20Interest cost


4,214



4,229



11,077



11,910



1,069



1,139Actuarial losses (gains)


2,155



(1,353
)


32,060



(30,738
)


(635
)


(1,985
)Plan amendments














519







Benefit payments


(7,695
)


(4,885
)


(8,023
)


(6,368
)


(1,561
)


(1,839
)Acquisitions






1,997







17,106







652Plan curtailments










(153
)










Effect of foreign currency exchange rate changes










15,031



(43,114
)


201



46Benefit obligations as of December 31

$
71,524



72,850


$
220,326



169,258


$
16,621



17,509Reconciliation of fair value of plan assets:Fair value of plan assets as of January 1

$
44,481



59,888


$
122,665



179,006Actual return on plan assets


8,952



(15,938
)


20,526



(18,461
)Acquisitions






1,600







1,482Employer contributions


1,299



3,816



3,238



6,558Benefit payments and plan expenses


(7,695
)


(4,885
)


(8,023
)


(6,368
)Effect of foreign currency exchange rate changes










12,382



(39,552
)Fair value of plan assets as of December 31

$
47,037



44,481


$
150,788



122,665Funded status as of December 31

$
(24,487
)


(28,369
)

$
(69,538
)


(46,593
)

$
(16,621
)


(17,509
)     Pension Benefits


OtherU.S. Plans


Non-U.S. Plans


Postretirement Benefits2009


2008


2009


2008


2009


2008Net actuarial losses (gains)

$
22,642



28,032


$
32,677



11,218


$
(10,460
)


(11,189
)Prior-service cost (credit)


2



10



331



479



(447
)


(612
)Amounts included in accumulated other comprehensive loss (income)

$
22,644



28,042


$
33,008



11,697


$
(10,907
)


(11,801
)    68




---



##### Table of Contents



2009


2008Accrued liabilities

$
(3,002
)


(3,099
)Postretirement benefits other than pensions


(15,022
)


(15,764
)Other liabilities


(92,622
)


(73,608
)Total pension and other postretirement accrued benefit liability

$
(110,646
)


(92,471
)     U.S. Plans


Non-U.S. Plans2009


2008


2009


2008Projected benefit obligation

$
71,524



72,850


$
219,629



58,759Accumulated benefit obligation


71,524



72,850



194,306



55,905Fair value of plan assets


47,036



44,481



150,051



18,965   non-U.S. defined
 69




---



##### Table of Contents



Pension BenefitsU.S. Plans


Non-U.S. Plans


Other Postretirement Benefits2009


2008


2007


2009


2008


2007


2009


2008


2007Net periodic benefit cost (income):Service cost

$











$
1,092



1,098



3,847


$
38



20



16Interest cost


4,214



4,229



4,202



11,077



11,910



10,916



1,069



1,139



1,413Expected return on plan assets


(3,193
)


(4,630
)


(4,535
)


(9,028
)


(12,561
)


(11,926
)










Amortization of prior-service cost (credit)


7



15



14



32



38







(165
)


(374
)


(443
)Amortization of net loss (gain)


1,787



149



186



(75
)


(86
)


400



(1,360
)


(1,346
)


(828
)Net periodic benefit cost (income)


2,815



(237
)


(133
)


3,098



399



3,237


$
(418
)


(561
)


158Gain due to settlements or curtailments














(66
)


















Total net periodic benefit cost (income) recognized

$
2,815



(237
)


(133
)

$
3,032



399



3,237


$
(418
)


(561
)


158Other changes in plan assets and benefit obligations
    recognized in other comprehensive income:Net actuarial (gain) loss

$
(3,604
)


19,215



2,317


$
21,382



796



(11,191
)

$
(631
)


(1,984
)


(4,967
)Amortization of net actuarial (loss) gain


(1,787
)


(149
)


(186
)


75



86



(400
)


1,360



1,346



828Prior service cost


















519















(497
)Amortization of prior service (cost) credit


(7
)


(15
)


(14
)


(118
)


(38
)






165



374



443Effect of foreign currency exchange rate changes














(28
)


(5
)


9











Total recognized in other comprehensive income

$
(5,398
)


19,051



2,117


$
21,311



1,358



(11,582
)

$
894



(264
)


(4,193
)Total recognized in net periodic benefit cost and other
    comprehensive income

$
(2,583
)


18,814



1,984


$
24,343



1,757



(8,345
)

$
476



(825
)


(4,035
)    70




---



##### Table of Contents



Pension Benefits


OtherU.S. Plans


Non-U.S. Plans


Postretirement Benefits2009


2008


2007


2009


2008


2007


2009


2008


2007Discount rate


6.3
%


6.1
%


5.9
%


6.4
%


5.8
%


5.1
%


6.4
%


6.1
%


5.9
%Expected long-term rate of return on plan assets


7.8
%


8.0
%


8.0
%


7.0
%


7.5
%


7.5
%


N/A



N/A



N/ARate of compensation increases


N/A



N/A



N/A



3.4
%


4.1
%


3.9
%


N/A



N/A



N/A     Pension Benefits

OtherU.S. Plans

Non-U.S. Plans

Postretirement Benefits2009

2008

2007

2009

2008

2007

2009

2008

2007Discount rate


5.7
%


6.3
%


6.1
%


5.7
%


6.4
%


5.8
%


6.0
%


6.4
%


6.1
%Rate of compensation increases


N/A



N/A



N/A



3.8
%


3.4
%


4.2
%


N/A



N/A



N/A     2009


2008


2007Healthcare cost trend rate assumed for next year


8.1
%


8.9
%


10.0
%Rate to which the cost trend rate is assumed to decline (the
    ultimate trend rate)


5.3
%


5.1
%


5.0
%Year that the rate reaches the ultimate trend rate


2013



2013



2013     1% Increase

1% DecreaseEffect on total of service and interest cost components of net
    periodic benefit cost  increase (decrease)

$
67


$
(59
)Effect on the postretirement benefit obligation 
    increase (decrease)


978



(864
)   non-U.S. pension
  Pension BenefitsNon-U.S.

OtherU.S. Plans

Plans

Postretirement Benefits2010

$
7,305



6,702



1,9682011


6,542



7,415



1,9642012


6,085



7,883



1,9772013


5,547



9,676



1,9442014


5,484



9,476



1,886Aggregate
    2015-2019


25,516



59,734



8,090    71




---



##### Table of Contents



non-U.S. pension
  Plan
    Asset Investment Strategy
    Plan
    Asset Risk Management
        U.S. Plan


U.K. PlanAsset category:Cash and cash equivalents






9
%Equity


60
%


55
%Fixed income


38
%


26
%Real estate and other


2
%


10
%Total


100
%


100
%  72




---



##### Table of Contents



Fair
    Value Measurements
    Quoted Pricesin Active Marketsfor Identical


Significant


SignificantAssets


Observable Inputs


Unobservable Inputs(Level 1)


(Level 2)


(Level 3)


TotalAsset CategoryCash and cash equivalents(1)

$
19,024











19,024Equity securities:U.S. large-cap


6,761



13,644







20,405U.S. mid-cap and small-cap






6,583







6,583International(2)


74,344



8,252







82,596Total Equity securities


81,105



28,479







109,584Fixed income securities:U.S. treasury securities


608











608Corporate bonds  domestic






11,473







11,473Corporate bonds  international


26,829



12,715







39,544U.K. Index-Linked Gilts


4,097











4,097Diversified domestic securities






1,338







1,338Mortgages and mortgage-backed






725



452



1,177Total Fixed income securities


31,534



26,251



452



58,237Other types of investments:U.S. real estate(3)










1,255



1,255Other(4)










9,725



9,725Total

$
131,663



54,730



11,432



197,825   (1)
    
    Cash and cash equivalents consist
    of traditional domestic and foreign highly liquid short-term
    securities with the goal of providing liquidity and preservation
    of capital while maximizing return on assets.(2)
    
    The International category consists
    of mutual fund investments focused on companies operating in
    developed and emerging markets outside of the U.S. These
    investments target broad diversification across large and
    mid/small-cap companies and economic sectors.(3)
    
    U.S. real estate consists primarily
    of equity and debt investments made, directly or indirectly, in
    various interests in unimproved and improved real properties.(4)
    
    Other investments consist of
    insurance and reinsurance contracts securing the retirement
    benefits. The fair value of these contracts was calculated at
    the discount value of premiums paid by the Company, less
    expenses charged by the insurance providers. The insurance
    providers with which the Company has placed these contracts are
    well-known financial institutions with an established history of
    providing insurance services.  Defined
    Contribution Plans
   73




---



##### Table of Contents



Other
    Benefit Plans
  non-U.S. locations.
    Note 12:
    Stockholders
    Equity and (Loss) Earnings Per Share           74




---



##### Table of Contents



2009


2008


2007Net (loss) income attributable to Gardner Denver

$
(165,185
)


165,981



205,104Weighted average shares of common stock outstanding:Basic


51,890,891



52,599,571



53,222,731Effect of stock-based compensation awards(1)






541,432



820,426Dilutive


51,890,891



53,141,003



54,043,157(Loss) earnings per share:Basic

$
(3.18
)


3.16



3.85Dilutive

$
(3.18
)


3.12



3.80   (1)
    
    Share equivalents totaling 272,520,
    consisting of outstanding stock options and nonvested restricted
    share awards, were excluded from the computation of diluted loss
    per share for the year ended December 31, 2009 because the
    net loss for the period caused all potentially dilutive shares
    to be anti-dilutive.    2009


2008


2007Anti-dilutive options


775,092



435,250



274,523Anti-dilutive restricted shares


757



3,918



Total


775,849



439,168



274,523   Note 13:
    Accumulated
    Other Comprehensive Income   75




---



##### Table of Contents



Cumulative





Unrealized





AccumulatedCurrency





(Losses) Gains


Pension and


OtherTranslation


Foreign Currency


on Cash Flow


Postretirement


ComprehensiveAdjustment


Gains and (Losses)


Hedges


Benefit Plans


IncomeBalance at December 31, 2006

$
64,664







1,557



(14,935
)


51,286Before tax income (loss)


51,943



11,217



(2,689
)


13,666



74,137Income tax effect(1)










1,022



(4,069
)


(3,047
)Other comprehensive income (loss)


51,943



11,217



(1,667
)


9,597



71,090Cumulative prior period translation adjustment(2)


5,440















5,440Currency translation(3)














(9
)


(9
)Balance at December 31, 2007


122,047



11,217



(110
)


(5,347
)


127,807Before tax (loss) income


(8,703
)


(41,507
)


177



(20,148
)


(70,181
)Income tax effect(4)






7,308



(67
)


7,536



14,777Other comprehensive (loss) income


(8,703
)


(34,199
)


110



(12,612
)


(55,404
)Currency translation(3)














4



4Balance at December 31, 2008


113,344



(22,982
)






(17,955
)


72,407Before tax income (loss)


21,229



3,219



(403
)


(16,837
)


7,208Income tax effect






(1,556
)


153



4,272



2,869Other comprehensive income (loss)


21,229



1,663



(250
)


(12,565
)


10,077Currency translation(3)














30



30Balance at December 31, 2009

$
134,573



(21,319
)


(250
)


(30,490
)


82,514   (1)
    
    The income tax effect relative to
    pension and postretirement benefit plans in 2007 reflects a
    reduction in the German and U.K. income tax rates.(2)
    
    Represents the cumulative
    translation gain for the period September 30, 2004 to
    December 31, 2006 relative to certain assets and
    liabilities associated with the Companys 2004 acquisition
    of Nash_elmo Holdings, LLC which were moved from a USD
    subsidiary to various non-USD (primarily EUR) subsidiaries based
    on the exchange rates in effect at the acquisition date.(3)
    
    The Company uses the historical
    rate approach in determining the USD amounts of changes to
    accumulated other comprehensive income associated with
    non-U.S.
    benefit plans.(4)
    
    Deferred income taxes were recorded
    in 2008 on unrealized foreign currency gains and losses
    associated with (i) the Companys Term Loan
    denominated in EUR under its 2008 Credit Agreement which was
    designated as a hedge of the Companys net EUR investment
    in its European subsidiaries and (ii) intercompany notes
    considered to be of a long-term nature, due to differences in
    the treatment of these items for accounting purposes. 76




---



##### Table of Contents



Note 14:
    Income
    Taxes    2009


2008


2007U.S.

$
31,449



105,111



147,018Non-U.S.


(169,843
)


129,886



122,640(Loss) income before income taxes

$
(138,394
)


234,997



269,658     2009


2008


2007Current:U.S. federal

$
18,351



36,538



46,856U.S. state and local


2,060



3,652



4,762Non-U.S.


17,345



29,565



30,377Deferred:U.S. federal


(3,810
)


(1,880
)


(7,981
)U.S. state and local


(1,143
)


977



(421
)Non-U.S.


(7,898
)


(1,367
)


(10,337
)Provision for income taxes

$
24,905



67,485



63,256     2009


2008


2007U.S. federal corporate statutory rate


35.0
%


35.0
%


35.0
%State and local taxes, less federal tax benefit


(0.7
)


2.0



1.7Foreign income taxes


7.1



(7.2
)


(8.4
)Goodwill impairment


(64.2
)






Manufacturing benefit


0.7



(1.0
)


(0.9
)Repatriation, net of foreign financing tax effect


1.4



(0.5
)


(3.7
)Other, net


2.7



0.4



(0.2
)Effective income tax rate


(18.0
)%


28.7
%


23.5
%  77




---



##### Table of Contents



2009


2008Deferred tax assets:Reserves and accruals

$
29,041



36,295Postretirement benefits other than pensions


5,979



9,985Postretirement benefits  pensions


17,532



11,205Tax loss carryforwards


32,572



33,299Foreign tax credit carryforwards


5,540



5,803Other


21,046



6,708Total deferred tax assets


111,710



103,295Valuation allowance


(21,768
)


(14,920
)Deferred tax liabilities:LIFO inventory


(5,180
)


(8,576
)Property, plant and equipment


(27,212
)


(30,580
)Intangibles


(93,270
)


(102,731
)Other


(1,476
)


(4,692
)Total deferred tax liabilities


(127,138
)


(146,579
)Net deferred income tax liability

$
(37,196
)


(58,204
)     2009


2008Tax reserve balance at January 1

$
7,802



7,323CompAir opening balance sheet unrecognized tax benefits






1,575Changes related to prior year tax positions


896



1,554Changes due to currency fluctuations


158



(420
)Changes related to current year tax positions


102



117Settlements


(399
)


(259
)Lapses of statutes of limitations


(3,321
)


(2,088
)Tax reserve balance at December 31

$
5,238



7,802      78




---



##### Table of Contents



Tax


Valuation


Net TaxBenefit


Allowance


Benefit2010

$
657



(358
)


2992011


370



(325
)


452012


204



(204
)


2013


354



(313
)


412014


127



(103
)


242016


218







2182017










2018


31







312019


63







632022










2023


892







8922024


444







4442027


414



(414
)


2028


151



(151
)


2029


398



(398
)


Indefinite life


28,249



(19,502
)


8,747Total

$
32,572



(21,768
)


10,804   non-U.S. subsidiaries
   79




---



##### Table of Contents



Note 15.
    Stock-Based
    Compensation Plans      2009


2008


2007Selling and administrative expenses

$
2,980



4,500



4,988Total stock-based compensation expense included in operating
    expenses


2,980



4,500



4,988(Loss) income before income taxes


(2,980
)


(4,500
)


(4,988
)Provision for income taxes


836



1,143



1,087Net (loss) income

$
(2,144
)


(3,357
)


(3,901
)Net cash provided by operating activities

$
(479
)


(8,523
)


(6,320
)Net cash used in financing activities

$
479



8,523



6,320   Plan
    Descriptions
      Stock
    Option Awards
   80




---



##### Table of Contents



Outstanding





Weighted-AverageWeighted-Average


Aggregate


RemainingShares


Exercise Price


Intrinsic Value


Contractual LifeOutstanding at December 31, 2008


1,337


$
27.99Granted


419



19.58Exercised


(217
)


17.38Forfeited


(93
)


28.08Expired or canceled


(65
)


27.97Outstanding at December 31, 2009


1,381



27.10


$
21,459



4.0 yearsExercisable at December 31, 2009


838


$
28.71


$
11,715



2.9 years   in-the-money
    Valuation
    Assumptions
    2009


2008


2007Assumptions:Risk-free interest rate


1.7
%


2.6
%


4.7
%Dividend yield










Volatility factor


42



31



29Expected life (in years)


4.6



4.5



4.9  81




---



##### Table of Contents



Restricted
    Share Awards
      Weighted-AverageGrant DateShares


Fair ValueNonvested at December 31, 2008


159


$
35.25Granted


73



21.07Vested


(82
)


33.57Forfeited


(7
)


23.71Nonvested at December 31, 2009


143


$
29.92       Note 16:
    Hedging
    Activities, Derivative Instruments and Credit Risk  Hedging
    Activities
      non-U.S. subsidiaries non-U.S. subsidiaries
 82




---



##### Table of Contents



non-U.S. subsidiaries
    Derivative
    Instruments
        December 31, 2009LiabilityNotional


Asset Derivatives


DerivativesBalance Sheet Location


Amount(1)


Fair Value(1)


Fair Value(1)Derivatives designated as hedging instruments under FASB
    ASC 815Interest rate swap contracts


Other Assets


$
132,320







479Derivatives not designated as hedging instruments under FASB
    ASC 815Foreign currency forwards


Accrued Liabilities


$
3,049



6



128Foreign currency forwards


Other Current Assets


$
119,738



1,603



11   (1)
    
    Notional amounts represent the
    gross contract amounts of the outstanding derivatives excluding
    the total notional amount of positions that have been
    effectively closed through offsetting positions. The net gains
    and net losses associated with positions that have been
    effectively closed through offsetting positions but not yet
    settled are included in the asset and liability derivatives fair
    value columns, respectively. 83




---



##### Table of Contents



Amount of Gain or(Loss) Recognizedin Income onDerivatives(IneffectiveAmount of Gain or (Loss)


Portion and AmountAmount of Gain or (Loss)


Reclassified from Accumulated


Excluded fromRecognized in OCI on Derivatives


OCI into Income


EffectivenessDerivatives Designated as Cash
    Flow Hedges

(Effective Portion)


(Effective Portion)


Testing)Interest rate swap contracts(1)

$
(1,321
)


(914
)


   (1)
    
    Losses on derivatives reclassified
    from accumulated other comprehensive income (AOCI)
    into income (effective portion) were included in the interest
    expense line on the face of the Consolidated Statements of
    Operations.        Credit
    Risk
   84




---



##### Table of Contents



Note 17:
    Fair
    Value Measurements      Fair Value Measurements and Disclosures
    Level 2
    Inputs other than Level 1 that are observable, either
    directly or indirectly, such as quoted prices for similar assets
    or liabilities; quoted prices in markets that are not active; or
    other inputs that are observable or can be corroborated by
    observable market data for substantially the full term of the
    assets or liabilities as of the reporting date.Level 3
    Unobservable inputs that are supported by little or no market
    activity and that are significant to the fair value of the
    assets or liabilities. 85




---



##### Table of Contents



Financial Assets

Level 1


Level 2


Level 3


TotalForeign currency forwards(1)

$




1,609







1,609Trading securities held in deferred compensation plan(2)


8,155











8,155Total

$
8,155



1,609







9,764Financial LiabilitiesForeign currency forwards(1)

$




139







139Interest rate swaps(3)






479







479Phantom stock plan(4)






2,794







2,794Deferred compensation plan(5)


8,155











8,155Total

$
8,155



3,412







11,567   (1)
    
    Based on internally-developed
    models that use as their basis readily observable market
    parameters such as current spot and forward rates, and the LIBOR
    index.(2)
    
    Based on the observable price of
    publicly traded mutual funds which, in accordance with FASB ASC
    710, Compensation  General, are classified as
    Trading securities and accounted for using the
    mark-to-market
    method.(3)
    
    Measured as the present value of
    all expected future cash flows based on the LIBOR-based swap
    yield curve as of December 31, 2009. The present value
    calculation uses discount rates that have been adjusted to
    reflect the credit quality of the Company and its counterparties.(4)
    
    Based on the price of the
    Companys common stock.(5)
    
    Based on the fair value of the
    investments in the deferred compensation plan.    Note 18:
    Contingencies    and/or
     86




---



##### Table of Contents



on-site
    Note 19:
    Supplemental
    Information    2009


2008


2007Other Operating Expense, NetForeign currency losses, net(1)

$
459



12,929



297Restructuring charges(2)


46,126



11,106



(244
)Other employee termination and certain retirement costs(3)


(304
)


4,995



746Other, net


(608
)


953



(742
)Total other operating expense, net

$
45,673



29,983



57Supplemental Cash Flow InformationCash paid for income taxes

$
36,025



61,958



92,781Cash paid for interest


25,907



23,629



25,877   (1)
    
    Foreign currency losses, net, in
    2008 were primarily associated with
    mark-to-market
    adjustments for cash transactions and forward currency contracts
    entered into in order to limit the impact of changes in the USD
    to GBP exchange rate on the amount of USD-denominated borrowing
    capacity that remained available on the Companys revolving
    credit facility following completion of the acquisition of
    CompAir.(2)
    
    See Note 4
    Restructuring.(3)
    
    Includes certain costs not
    associated with exit or disposal activities as defined in FASB
    ASC 420. 87




---



##### Table of Contents



Note 20:
    Segment
    Information  Segment Reporting
       88




---



##### Table of Contents



Revenues


Operating (Loss) Income


Identifiable Assets at December, 312009


2008


2007


2009


2008


2007


2009


2008


2007Industrial Products Group

$
1,022,860



1,058,101



943,992


$
(239,408
)


72,854



99,000


$
1,084,471



1,438,352



1,001,086Engineered Products Group


755,285



960,231



924,852



125,738



186,876



193,817



728,800



756,939



797,030Total

$
1,778,145



2,018,332



1,868,844



(113,670
)


259,730



292,817



1,813,271



2,195,291



1,798,116Interest expense














28,485



25,483



26,211Other income, net














(3,761
)


(750
)


(3,052
)(Loss) income before income taxes













$
(138,394
)


234,997



269,658General corporate (unallocated)


























125,777



144,834



107,491Total assets

























$
1,939,048



2,340,125



1,905,607   LIFO Liquidation


Depreciation andIncome (before tax)


Amortization Expense


Capital Expenditures2009


2008


2007


2009


2008


2007


2009


2008


2007Industrial Products Group

$
274



24



677


$
46,227



37,081



32,760


$
30,191



21,969



29,331Engineered Products Group


23



545



615



22,504



24,403



25,824



12,575



19,078



18,452Total

$
297



569



1,292


$
68,731



61,484



58,584


$
42,766



41,047



47,783     Property, Plant and EquipmentRevenues


at December 31,2009


2008


2007


2009


2008


2007United States

$
574,249



747,934



764,967


$
99,873



105,586



102,852Canada


45,056



54,517



51,772



747



1,269



193Other


13,734



20,988



20,578











Total North America


633,039



823,439



837,317



100,620



106,855



103,045Germany


197,020



254,929



225,711



83,004



91,255



94,201United Kingdom


109,523



108,650



95,153



48,871



36,281



40,553France


75,152



58,772



48,161



7,288



6,240



2,323Other


305,991



348,964



300,360



25,712



26,356



24,511Total Europe


687,686



771,315



669,385



164,875



160,132



161,588China


130,290



124,091



89,061



22,846



24,858



16,318Other


157,093



161,068



157,157



519



563



384Total Asia


287,383



285,159



246,218



23,365



25,421



16,702Brazil


39,405



57,380



60,367



10,335



8,240



11,566Other


22,396



20,349



15,329











Total South America


61,801



77,729



75,696



10,335



8,240



11,566Africa and Australia


108,236



60,690



40,228



7,040



4,364



479Total

$
1,778,145



2,018,332



1,868,844


$
306,235



305,012



293,380   Note 21:
    Guarantor
    Subsidiaries   89




---



##### Table of Contents



90




---



##### Table of Contents



Consolidating
    Statement of Operations
    Year Ended December 31, 2009
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedRevenues

$
336,989



352,434



1,369,013



(280,291
)


1,778,145Cost of sales


241,854



258,644



1,014,680



(287,646
)


1,227,532Gross profit


95,135



93,790



354,333



7,355



550,613Selling and administrative expenses


76,682



41,690



237,838







356,210Other operating (income) expense, net


(17,511
)


6,589



56,595







45,673Impairment charges


48,516



12,488



201,396







262,400Operating (loss) income


(12,552
)


33,023



(141,496
)


7,355



(113,670
)Interest expense (income)


13,135



(17,207
)


32,557







28,485Other (income) expense, net


(2,201
)


(12
)


(1,548
)






(3,761
)(Loss) income before income taxes


(23,486
)


50,242



(172,505
)


7,355



(138,394
)Provision for income taxes


4,190



27,711



(9,365
)


2,369



24,905Net (loss) income


(27,676
)


22,531



(163,140
)


4,986



(163,299
)Less: Net income attributable to noncontrolling interests










1,886







1,886Net (loss) income attributable to Gardner Denver

$
(27,676
)


22,531



(165,026
)


4,986



(165,185
)   Consolidating
    Statement of Operations
    Year Ended December 31, 2008
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedRevenues

$
407,936



499,812



1,394,098



(283,514
)


2,018,332Cost of sales


283,810



357,655



1,021,295



(282,718
)


1,380,042Gross profit


124,126



142,157



372,803



(796
)


638,290Selling and administrative expenses


80,994



55,184



212,399







348,577Other operating (income) expense, net


(18,329
)


7,465



40,847







29,983Operating income


61,461



79,508



119,557



(796
)


259,730Interest expense (income)


23,524



(11,924
)


13,883







25,483Other expense (income), net


1,157



(18
)


(1,889
)






(750
)Income before income taxes


36,780



91,450



107,563



(796
)


234,997Provision for income taxes


7,473



42,087



18,614



(689
)


67,485Net income


29,307



49,363



88,949



(107
)


167,512Less: Net income attributable to noncontrolling interests










1,531







1,531Net income attributable to Gardner Denver

$
29,307



49,363



87,418



(107
)


165,981  91




---



##### Table of Contents



Consolidating
    Statement of Operations
    Year Ended December 31, 2007
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedRevenues

$
425,290



485,863



1,215,750



(258,059
)


1,868,844Cost of sales


276,629



337,656



890,247



(255,611
)


1,248,921Gross profit


148,661



148,207



325,503



(2,448
)


619,923Selling and administrative expenses


82,800



58,111



186,138







327,049Other operating (income) expense, net


(2,451
)


(6,442
)


8,950







57Operating income


68,312



96,538



130,415



(2,448
)


292,817Interest expense (income)


26,735



(10,536
)


10,012







26,211Other income, net


(1,421
)


(20
)


(1,611
)






(3,052
)Income before income taxes


42,998



107,094



122,014



(2,448
)


269,658Provision for income taxes


5,205



39,108



19,377



(434
)


63,256Net income


37,793



67,986



102,637



(2,014
)


206,402Less: Net income attributable to noncontrolling interests










1,298







1,298Net income attributable to Gardner Denver

$
37,793



67,986



101,339



(2,014
)


205,104  92




---



##### Table of Contents



Consolidating
    Balance Sheet
    December 31, 2009
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
3,404



54



106,278







109,736Accounts receivable, net


49,997



38,128



238,109







326,234Inventories, net


29,907



56,049



155,874



(15,377
)


226,453Deferred income taxes


22,440







7,043



1,120



30,603Other current assets


4,824



5,826



14,835







25,485Total current assets


110,572



100,057



522,139



(14,257
)


718,511Intercompany (payable) receivable


(49,624
)


36,969



12,655







Investments in affiliates


949,584



203,516



72,856



(1,225,956
)


Property, plant and equipment, net


54,693



44,743



206,799







306,235Goodwill


76,680



190,010



311,324







578,014Other intangibles, net


8,890



44,724



260,796







314,410Other assets


28,923



214



5,606



(12,865
)


21,878Total assets

$
1,179,718



620,233



1,392,175



(1,253,078
)


1,939,048Liabilities and Stockholders EquityShort-term borrowings and current maturities of long-term debt

$
27,630







5,951







33,581Accounts payable and accrued liabilities


59,701



48,330



185,195



(3,277
)


289,949Total current liabilities


87,331



48,330



191,146



(3,277
)


323,530Long-term intercompany (receivable) payable


162,211



(304,515
)


142,304







Long-term debt, less current maturities


314,866



76



15,993







330,935Deferred income taxes






24,995



55,669



(12,865
)


67,799Other liabilities


65,817



707



86,251







152,775Total liabilities


630,225



(230,407
)


491,363



(16,142
)


875,039Stockholders equity:Common stock


586















586Capital in excess of par value


557,626



587,521



639,542



(1,225,956
)


558,733Retained earnings


149,619



236,004



167,746



(10,097
)


543,272Accumulated other comprehensive (loss) income


(25,403
)


27,115



81,685



(883
)


82,514Treasury stock, at cost


(132,935
)














(132,935
)Total Gardner Denver stockholders equity


549,493



850,640



888,973



(1,236,936
)


1,052,170Noncontrolling interests










11,839







11,839Total stockholders equity


549,493



850,640



900,812



(1,236,936
)


1,064,009Total liabilities and stockholders equity

$
1,179,718



620,233



1,392,175



(1,253,078
)


1,939,048  93




---



##### Table of Contents



Consolidating
    Balance Sheet
    December 31, 2008
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedAssetsCurrent assets:Cash and cash equivalents

$
2,126



807



117,802







120,735Accounts receivable, net


67,813



57,247



263,038







388,098Inventories, net


37,641



58,493



210,203



(21,512
)


284,825Deferred income taxes


25,864







5,168



1,982



33,014Other current assets


12,032



4,604



14,256







30,892Total current assets


145,476



121,151



610,467



(19,530
)


857,564Intercompany (payable) receivable


(369,870
)


368,024



1,846







Investments in affiliates


886,150



198,653



104,024



(1,188,798
)


29Property, plant and equipment, net


57,286



48,787



198,939







305,012Goodwill


124,045



200,490



480,113







804,648Other intangibles, net


6,911



45,959



293,393







346,263Other assets


30,718



359



5,325



(9,793
)


26,609Total assets

$
880,716



983,423



1,694,107



(1,218,121
)


2,340,125Liabilities and Stockholders EquityShort-term borrowings and current maturities of long-term debt

$
23,659



42



13,267







36,968Accounts payable and accrued liabilities


64,147



46,296



254,401



(4,430
)


360,414Total current liabilities


87,806



46,338



267,668



(4,430
)


397,382Long-term intercompany (receivable) payable


(338,041
)


(107,540
)


445,581







Long-term debt, less current maturities


491,323



119



15,258







506,700Deferred income taxes






28,639



72,372



(9,793
)


91,218Other liabilities


68,302



1,093



65,687







135,082Total liabilities


309,390



(31,351
)


866,566



(14,223
)


1,130,382Stockholders equity:Common stock


583















583Capital in excess of par value


544,575



778,472



411,422



(1,188,798
)


545,671Retained earnings


180,137



213,239



332,772



(15,083
)


711,065Accumulated other comprehensive (loss) income


(23,130
)


23,063



72,491



(17
)


72,407Treasury stock, at cost


(130,839
)














(130,839
)Total Gardner Denver stockholders equity


571,326



1,014,774



816,685



(1,203,898
)


1,198,887Noncontrolling interests










10,856







10,856Total stockholders equity


571,326



1,014,774



827,541



(1,203,898
)


1,209,743Total liabilities and stockholders equity

$
880,716



983,423



1,694,107



(1,218,121
)


2,340,125  94




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flows
    Year Ended December 31, 2009
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet cash provided by (used in) operating activities

$
146,195



(22,850
)


87,966







211,311Cash flows from investing activities:Capital expenditures


(9,894
)


(6,456
)


(26,416
)






(42,766
)Net cash paid in business combinations


(81
)














(81
)Disposals of property, plant and equipment


57



404



726







1,187Other


97



(98
)


(1
)






(2
)Net cash used in investing activities


(9,821
)


(6,150
)


(25,691
)






(41,662
)Cash flows from financing activities:Net change in long-term intercompany receivables/payables


40,853



28,359



(69,212
)






Principal payments on short-term borrowings


(2,856
)






(30,610
)






(33,466
)Proceeds from short-term borrowings


1







25,017







25,018Principal payments on long-term debt


(217,026
)






(14,699
)






(231,725
)Proceeds from long-term debt


40,500







11,669







52,169Proceeds from stock option exercises


3,751















3,751Excess tax benefits from stock-based compensation


477







2







479Purchase of treasury stock


(867
)














(867
)Debt issuance costs


(166
)














(166
)Dividends paid


(2,608
)














(2,608
)Other


(1
)






(759
)






(760
)Net cash (used in) provided by financing activities


(137,942
)


28,359



(78,592
)






(188,175
)Effect of exchange rate changes on cash and equivalents


2,846



(112
)


4,793







7,527Increase (decrease) in cash and equivalents


1,278



(753
)


(11,524
)






(10,999
)Cash and equivalents, beginning of year


2,126



807



117,802







120,735Cash and equivalents, end of year

$
3,404



54



106,278







109,736  95




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flows
    Year Ended December 31, 2008
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet cash provided by operating activities

$
97,715



8,060



172,024







277,799Cash flows from investing activities:Capital expenditures


(11,927
)


(6,940
)


(22,180
)






(41,047
)Net cash paid in business combinations


(6,798
)


615



(350,323
)






(356,506
)Disposals of property, plant and equipment


28



533



1,675







2,236Other


(331
)


331



912







912Net cash used in investing activities


(19,028
)


(5,461
)


(369,916
)






(394,405
)Cash flows from financing activities:Net change in long-term intercompany receivables/payables


(306,617
)


384



306,233







Principal payments on short-term borrowings


(691
)






(66,249
)






(66,940
)Proceeds from short-term borrowings


2,396



42



62,482







64,920Principal payments on long-term debt


(545,463
)






(82,605
)






(628,068
)Proceeds from long-term debt


853,864



43



23,223







877,130Proceeds from stock option exercises


11,099















11,099Excess tax benefits from stock-based compensation


8,252







271







8,523Purchase of treasury stock


(100,919
)














(100,919
)Debt issuance costs


(8,891
)














(8,891
)Other










(1,258
)






(1,258
)Net cash (used in) provided by financing activities


(86,970
)


469



242,097







155,596Effect of exchange rate changes on cash and equivalents










(11,177
)






(11,177
)(Decrease) increase in cash and equivalents


(8,283
)


3,068



33,028







27,813Cash and equivalents, beginning of year


10,409



(2,261
)


84,774







92,922Cash and equivalents, end of year

$
2,126



807



117,802







120,735  96




---



##### Table of Contents



Consolidating
    Condensed Statement of Cash Flows
    Year Ended December 31, 2007
  Parent


Guarantor


Non-GuarantorCompany


Subsidiaries


Subsidiaries


Eliminations


ConsolidatedNet cash provided by operating activities

$
104,695



7,606



71,950



(2,623
)


181,628Cash flows from investing activities:Capital expenditures


(11,356
)


(7,554
)


(28,873
)






(47,783
)Net cash paid in business combinations


(205
)














(205
)Disposals of property, plant and equipment


91



159



1,426







1,676Other


662



38



(21
)






679Net cash used in investing activities


(10,808
)


(7,357
)


(27,468
)






(45,633
)Cash flows from financing activities:Net change in long-term intercompany receivables/payables


12,381



(1,936
)


(13,068
)


2,623



Principal payments on short-term borrowings










(37,074
)






(37,074
)Proceeds from short-term borrowings










39,377







39,377Principal payments on long-term debt


(226,656
)


(1
)


(49,694
)






(276,351
)Proceeds from long-term debt


111,042







37,757







148,799Proceeds from stock option exercises


9,003















9,003Excess tax benefits from stock-based compensation


6,320















6,320Purchase of treasury stock


(960
)














(960
)Other










(959
)






(959
)Net cash used in financing activities


(88,870
)


(1,937
)


(23,661
)


2,623



(111,845
)Effect of exchange rate changes on cash and equivalents


45







6,396







6,441Increase (decrease) in cash and equivalents


5,062



(1,688
)


27,217







30,591Cash and equivalents, beginning of year


5,347



(573
)


57,557







62,331Cash and equivalents, end of year

$
10,409



(2,261
)


84,774







92,922  97




---



##### Table of Contents



Note 22:
    Quarterly
    Financial and Other Supplemental Information
    (Unaudited)  First Quarter

Second Quarter

Third Quarter

Fourth Quarter2009(1)

2008

2009(2)

2008(3)

2009(4)

2008(5)

2009(6)

2008(7)Revenues

$
462,480



495,670



436,049



518,112



428,846



480,310



450,770



524,240Gross profit

$
140,611



161,326



130,536



167,876



135,195



150,385



144,271



158,703Net (loss) income attributable to Gardner Denver

$
(249,169
)


50,859



27,399



49,566



19,417



34,638



37,168



30,918Basic (loss) earnings per share

$
(4.81
)


0.96



0.53



0.94



0.37



0.65



0.71



0.60Diluted (loss) earnings per share

$
(4.81
)


0.95



0.53



0.93



0.37



0.65



0.71



0.60Common stock prices:High

$
25.90



39.10



30.49



57.87



36.22



56.99



43.82



35.62Low

$
17.22



27.35



21.11



37.05



22.18



30.58



31.64



17.70Cash dividends declared per common share

$
























0.05



   (1)
    
    Results for the quarter ended
    March 31, 2009 reflect goodwill impairment charges of
    $265.0 million, restructuring charges of $7.9 million
    ($5.5 million after income taxes), $8.6 million of
    income tax expense associated with the write-off of deferred tax
    assets related to net operating losses recorded in connection
    with the acquisition of CompAir and the reversal of an income
    tax reserve related to a prior acquisition and related interest
    totaling $3.6 million.(2)
    
    Results for the quarter ended
    June 30, 2009 reflect restructuring charges of
    $19.8 million ($13.7 million after income taxes), a
    net impairment credit of $3.9 million before income taxes,
    and the reversal of deferred income tax liabilities totaling
    $11.6 million associated with a portion of the impairment
    charges recorded in the first six months of 2009.(3)
    
    Results for the quarter ended
    June 30, 2008 reflect certain retirement benefits totaling
    $3.9 million ($2.8 million after taxes).(4)
    
    Results for the quarter ended
    September 30, 2009 reflect restructuring charges of
    $12.6 million ($9.5 million after income taxes) and
    goodwill and other intangible asset impairment charges of
    $2.5 million.(5)
    
    Results for the quarter ended
    September 30, 2008 reflect restructuring charges and other
    employee termination benefits totaling $2.4 million
    ($1.6 million after income taxes), expenses associated with
    an unconsummated acquisition of $2.3 million
    ($1.6 million after income taxes) and
    mark-to-market
    adjustments of $8.8 million ($5.7 million after income
    taxes) for cash transactions and forward currency contracts on
    GBP entered into to limit the impact of changes in the USD to
    GBP exchange rate on the amount of USD-denominated borrowing
    capacity that remained available on the Companys new
    revolving credit facility following the completion of the
    CompAir acquisition.(6)
    
    Results for the quarter ended
    December 31, 2009 reflect restructuring charges of
    $5.9 million ($4.4 million after income taxes) and an
    impairment credit of $1.2 million.(7)
    
    Results for the quarter ended
    December 31, 2008 reflect restructuring charges totaling
    $8.7 million ($6.4 million after income taxes) and
    mark-to-market
    adjustments of $1.6 million ($1.2 million after income
    taxes) for cash transactions and forward currency contracts on
    GBP entered into to limit the impact of changes in the USD to
    GBP exchange rate on the amount of USD-denominated borrowing
    capacity that remained available on the Companys new
    revolving credit facility following the completion of the
    CompAir acquisition.   98




---



##### Table of Contents



ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 9A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
  Rule 13a-15(b) Rule 13a-15(e) Form 10-K. Form 10-K,
  Internal
    Control over Financial Reporting
  Managements
    Report on Internal Control Over Financial
    Reporting
  Rule 13a-15(f)
  Internal Control 
    Integrated Framework ,
  Form 10-K Form 10-K.
  Attestation
    Report of Registered Public Accounting Firm
    Changes
    in Internal Control over Financial Reporting
   99




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ITEM 9B.
    OTHER
    INFORMATION   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE  Executive Officers of the
    Registrant Proposal 1 
    Election of Director; Nominees for Election
    at the Meeting, Directors Whose Terms of
    Office Will Continue After the Meeting; Section 16(a) Beneficial Ownership
    Reporting Compliance; Part One:
    Corporate Governance; Committees of the Board of Directors
  www.gardnerdenver.com
  ITEM 11.
    EXECUTIVE
    COMPENSATION  Part Three: Compensation
    Matters, Compensation of Directors, Compensation Discussion and Analysis Executive Compensation Tables Report of our
    Compensation Committee
  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED STOCKHOLDER MATTERS  Security
    Ownership of Management and Certain Beneficial Owners
  ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE  Director
    Independence Relationships and
    Transactions
 100




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##### Table of Contents



ITEM 14.
    PRINCIPAL
    ACCOUNTING FEES AND SERVICES  Accounting
    Fees
 101




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##### Table of Contents



PART IV  ITEM 15.
    EXHIBITS,
    FINANCIAL STATEMENT SCHEDULES    (1)
    Financial Statements: The following consolidated financial
    statements of the Company and the report of the Independent
    Registered Public Accounting Firm are contained in Item 8
    as indicated:  Page No.Report of Independent Registered Public
    Accounting Firm


45Consolidated Statements of Operations - Years
    Ended December 31, 2009, 2008 and 2007


46Consolidated Balance Sheets - December 31,
    2009 and 2008


47Consolidated Statements of Stockholders
    Equity - Years Ended December 31, 2009, 2008 and 2007


48Consolidated Statements of Comprehensive (Loss)
    Income - Years Ended December 31, 2009, 2008 and 2007


49Consolidated Statements of Cash Flows - Years
    Ended December 31, 2009, 2008 and 2007


50Notes to Consolidated Financial Statements


51         Form 10-K,
 102




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##### Table of Contents



SIGNATURES      By
    /s/  Barry
    L. Pennypacker         Signature

Title/s/  Barry
    L. PennypackerBarry
    L. Pennypacker

President and Chief Executive Officer and Director (Principal
    Executive Officer)/s/  Helen
    W. CornellHelen
    W. Cornell

Executive Vice President, Finance and Chief Financial Officer
    (Principal Financial Officer)/s/  David
    J. AntoniukDavid
    J. Antoniuk

Vice President and Corporate Controller (Principal Accounting
    Officer)*Michael
    C. Arnold

Director*Donald
    G. Barger, Jr

Director*Frank
    J. Hansen

Chairman of the Board of Directors*Raymond
    R. Hipp

Director*David
    D. Petratis

Director*Diane
    K. Schumacher

Director*Charles
    L. Szews

Director*Richard
    L. Thompson

Director   *By
    /s/  Brent
    A. Walters  Brent A. Walters  103




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##### Table of Contents



GARDNER
    DENVER, INC.INDEX TO EXHIBITS
  Exhibit No.

Description2.1

Share Purchase Agreement, dated July 20, 2008, among
    Gardner Denver, Inc., Nicholas Sanders and certain other
    individuals named therein, Alchemy Partners (Guernsey) Limited
    and David Rimmer, filed as Exhibit 2.1 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed October 21, 2008, and incorporated herein by
    reference.2.2

Share Purchase Agreement, dated July 20, 2008, between
    Gardner Denver, Inc. and Invensys International Holdings
    Limited, filed as Exhibit 2.2 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed October 21, 2008, and incorporated herein by
    reference.2.3

Share Purchase Agreement, dated July 20, 2008, between
    Gardner Denver, Inc. and David Fisher, filed as Exhibit 2.3
    to Gardner Denver, Inc.s Current Report on
    Form 8-K,
    filed October 21, 2008, and incorporated herein by
    reference.2.4

Share Purchase Agreement, dated July 20, 2008, between
    Gardner Denver, Inc. and John Edmunds, filed as Exhibit 2.4
    to Gardner Denver, Inc.s Current Report on
    Form 8-K,
    filed October 21, 2008, and incorporated herein by
    reference.2.5

Share Purchase Agreement, dated July 20, 2008, between
    Gardner Denver, Inc. and Robert Dutnall, filed as
    Exhibit 2.5 to Gardner Denver, Inc.s Current Report
    on
    Form 8-K,
    filed October 21, 2008, and incorporated herein by
    reference.3.1

Certificate of Incorporation of Gardner Denver, Inc., as amended
    on May 3, 2006, filed as Exhibit 3.1 to Gardner
    Denver, Inc.s Current Report on
    Form 8-K,
    filed May 3, 2006, and incorporated herein by reference.3.2

Amended and Restated Bylaws of Gardner Denver, Inc., filed as
    Exhibit 3.2 to Gardner Denver, Inc.s Current Report
    on
    Form 8-K,
    filed August 4, 2008, and incorporated herein by reference.4.1

Amended and Restated Rights Agreement, dated as of
    January 17, 2005, between Gardner Denver, Inc. and National
    City Bank as Rights Agent, filed as Exhibit 4.1 to Gardner
    Denver, Inc.s Current Report on
    Form 8-K,
    filed January 21, 2005, and incorporated herein by
    reference.4.2

Amendment No. 1 to the Amended and Restated Rights
    Agreement, dated as of October 29, 2009, between Gardner
    Denver, Inc. and Wells Fargo Bank, National Association as
    Rights Agent, filed as Exhibit 4.2 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed October 29, 2009, and incorporated herein by
    reference.4.3

Form of Indenture by and among Gardner Denver, Inc., the
    Guarantors and The Bank of New York Trust Company, N.A., as
    trustee, filed as Exhibit 4.1 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed May 4, 2005, and incorporated herein by reference.10.0+

Credit Agreement dated September 19, 2008 between Gardner
    Denver, Inc., Gardner Denver Holdings GmbH & Co. KG,
    GD First (UK) Limited, JPMorgan Chase Bank, N.A., individually
    and as LC Issuer, Swing Line Lender and as Agent for the
    Lenders, Bank of America, N.A., individually and as Syndication
    Agent, Mizuho Corporate Bank Ltd. and U.S. Bank, National
    Association, individually and as Documentation Agents, and the
    other Lenders named therein, filed as Exhibit 10.1 to
    Gardner Denver, Incs Current Report on
    Form 8-K,
    filed October 21, 2008, and incorporated herein by
    reference.10.1*

Gardner Denver, Inc. Long-Term Incentive Plan As Amended and
    Restated, filed as Exhibit 10.1 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed November 10, 2008, and incorporated herein by
    reference.10.2*

Gardner Denver, Inc. Supplemental Excess Defined Contribution
    Plan, January 1, 2008 Restatement, filed as
    Exhibit 99.1 to Gardner Denver, Inc.s Current Report
    on
    Form 8-K,
    filed December 19, 2007, and incorporated herein by
    reference.10.3*

Form of Indemnification Agreements between Gardner Denver, Inc.
    and its directors, officers or representatives, filed as
    Exhibit 10.4 to Gardner Denver, Inc.s Annual Report
    on
    Form 10-K,
    filed March 28, 2002, and incorporated herein by reference.10.4*

Gardner Denver, Inc. Phantom Stock Plan for Outside Directors,
    amended and restated effective August 1, 2007, filed as
    Exhibit 10.1 to Gardner Denver, Inc.s Quarterly
    Report on
    Form 10-Q,
    filed August 8, 2007, and incorporated herein by reference. 104




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##### Table of Contents



Exhibit No.

Description10.5*

Gardner Denver, Inc. Executive and Director Stock Repurchase
    Program, amended and restated effective July 24, 2007,
    filed as Exhibit 10.2 to Gardner Denver, Inc.s
    Quarterly Report on
    Form 10-Q,
    filed August 8, 2007, and incorporated herein by reference.10.6*

Form of Gardner Denver, Inc. Incentive Stock Option Agreement,
    filed as Exhibit 10.2 to Gardner Denver, Inc.s
    Current Report on
    Form 8-K,
    filed February 21, 2008, and incorporated herein by
    reference.10.7*

Form of Gardner Denver, Inc. Non-Qualified Stock Option
    Agreement, filed as Exhibit 10.3 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed February 21, 2008, and incorporated herein by
    reference.10.8*

Form of Gardner Denver, Inc. Restricted Stock Units Agreement,
    filed as Exhibit 10.1 to Gardner Denver, Inc.s
    Current Report on
    Form 8-K,
    filed February 24, 2010, and incorporated herein by
    reference.10.9*

Form of Gardner Denver, Inc. Nonemployee Director Stock Option
    Agreement, filed as Exhibit 10.5 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed February 21, 2008, and incorporated herein by
    reference.10.10*

Form of Gardner Denver, Inc. Nonemployee Director Restricted
    Stock Units Agreement, filed as Exhibit 10.2 to Gardner
    Denver, Inc.s Current Report on
    Form 8-K,
    filed February 24, 2010, and incorporated herein by
    reference.10.11*

Form of Gardner Denver, Inc. Restricted Stock Agreement, filed
    as Exhibit 10.16 to Gardner Denvers Annual Report on
    Form 10-K,
    filed February 29, 2008, and incorporated herein by
    reference.10.12*

Form of Non-Employee Director Restricted Stock Agreement, filed
    as Exhibit 10.2 to Gardner Denver, Inc.s Quarterly
    Report on
    Form 10-Q,
    filed May 9, 2007, and incorporated herein by reference.10.13*

Gardner Denver, Inc. Executive Annual Bonus Plan, As Amended and
    Restated, filed as Exhibit 10.3 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed November 10, 2008, and incorporated herein by
    reference.10.14*

Form of Gardner Denver, Inc. Long-Term Cash Bonus Award
    Agreement, filed as Exhibit 10.2 to Gardner Denver,
    Inc.s Current Report on
    Form 8-K,
    filed November 10, 2008, and incorporated herein by
    reference.10.15*

Form of Executive Change in Control Agreement entered into
    between Gardner Denver, Inc. and its President and Chief
    Executive Officer and Executive Vice President, Finance and
    Chief Financial Officer, filed as Exhibit 10.5 to Gardner
    Denver, Inc.s Current Report on
    Form 8-K,
    filed November 10, 2008, and incorporated herein by
    reference.10.16*

Form of Executive Change in Control Agreement entered into
    between Gardner Denver, Inc. and its executive officers, filed
    as Exhibit 10.4 to Gardner Denver, Inc.s Current
    Report on
    Form 8-K,
    filed November 10, 2008, and incorporated herein by
    reference.10.17*

Gardner Denver, Inc. Executive Retirement Planning Program
    Services, dated May 5, 2003, filed as Exhibit 10.15 to
    Gardner Denver, Inc.s Quarterly Report on
    Form 10-Q,
    filed August 8, 2003, and incorporated herein by reference.10.18*

Offer Letter of Employment entered into as of January 3,
    2008 by Gardner Denver, Inc. and Barry Pennypacker, filed as
    Exhibit 10.1 to Gardner Denver, Incs Current Report
    on
    Form 8-K,
    filed January 4, 2008, and incorporated herein by reference.10.19*

Chairman Emeritus Agreement entered into as of May 2, 2008
    by Gardner Denver, Inc. and Ross J. Centanni, filed as
    Exhibit 10 to Gardner Denver, Incs Quarterly Report
    on
    Form 10-Q,
    filed May 7, 2008, and incorporated herein by reference.10.20*

Waiver and Release Agreement dated August 27, 2008 between
    Gardner Denver, Inc. and Tracy D. Pagliara, filed as
    Exhibit 10.1 to Gardner Denver, Incs Current Report
    on
    Form 8-K,
    filed August 27, 2008, and incorporated herein by reference.10.21*

Retirement Agreement dated January 6, 2009 between Gardner
    Denver, Inc. and Richard C. Steber, filed as Exhibit 10.1
    to Gardner Denver, Inc.s Current Report on
    Form 8-K,
    filed January 8, 2009, and incorporated herein by
    reference. 105




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##### Table of Contents



Exhibit No.

Description11

Statement re: Computation of Earnings Per Share, incorporated
    herein by reference to Note 12 Stockholders
    Equity and (Loss) Earnings per Share to the Companys
    Notes to Consolidated Financial Statements included
    in this Annual Report on
    Form 10-K.**12

Ratio of Earnings to Fixed Charges.**21

Subsidiaries of Gardner Denver, Inc.**23

Consent of Independent Registered Public Accounting Firm.**24

Power of Attorney.**31.1

Certification of Chief Executive Officer Pursuant to
    Rule 13a-14(a)
    of the Exchange Act, as Adopted Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002.**31.2

Certification of Chief Financial Officer Pursuant to
    Rule 13a-14(a)
    of the Exchange Act, as Adopted Pursuant to Section 302 of
    the Sarbanes-Oxley Act of 2002.**32.1

Certification of Chief Executive Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.***32.2

Certification of Chief Financial Officer Pursuant to
    18 U.S.C. Section 1350, as Adopted Pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.***   +
    
    The registrant hereby agrees to furnish supplementally a copy of
    any omitted schedules to this agreement to the SEC upon request.*
    
    Management contract or compensatory plan.**
    
    Filed herewith.***
    
    This exhibit is furnished herewith and shall not be deemed
    filed for purposes of Section 18 of the
    Securities Exchange Act of 1934, or otherwise subject to the
    liability of that section, and shall not be deemed to be
    incorporated by reference into any filing under the Securities
    Act of 1933 or the Securities Exchange Act of 1934. 106