Gardner Denver Holdings, Inc. (Exact name of registrant as specified in its charter)

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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date Earliest Event reported): October 25, 2017 Gardner Denver Holdings, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.) 222 East Erie Street Suite 500 Milwaukee, Wisconsin (414) (Address, including zip code, and telephone number, including area code, of registrant s principal executive offices) Check the appropriate box below if the Form 8 K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR ) Soliciting material pursuant to Rule 14a 12 under the Exchange Act (17 CFR a 12) Pre commencement communications pursuant to Rule 14d 2(b) under the Exchange Act (17 CFR d 2(b)) Pre commencement communications pursuant to Rule 13e 4(c) under the Exchange Act (17 CFR e 4(c)) Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 ( of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 ( b-2 of this chapter). Emerging growth company If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

2 ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On October 25, 2017, Gardner Denver Holdings, Inc. (the Gardner Denver ) issued a press release announcing financial results for the quarter ended September 30, A copy of the release is furnished herewith as Exhibit 99.1 and incorporated by reference herein. The information in this Current Report on Form 8-K, including exhibits, is being furnished to the Securities and Exchange Commission (the SEC ) pursuant to Item 2.02 of Form 8-K and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the Exchange Act ), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of Gardner Denver s filings with the SEC under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (d) Exhibits. The following exhibits are furnished as part of this report: 99.1 Gardner Denver Holdings, Inc. Press Release dated October 25, 2017.

3 EXHIBIT INDEX 99.1 Gardner Denver Holdings, Inc. Press Release dated October 25, 2017

4 Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed by the undersigned hereunto duly authorized. Gardner Denver Holdings, Inc. Date: October 25, 2017 By: /s/ Andrew Schiesl Name:Andrew Schiesl Title: Vice President, General Counsel, Chief Compliance Officer and Secretary

5 Exhibit 99.1 October 25, 2017 Gardner Denver Reports Strong Third Quarter 2017 Results and Increases EBITDA Guidance for Full Year Revenues of $649.6 million, up 40% versus prior year, supported by double-digit orders growth versus prior year across all three segments Reported net income of $28.0 million, up versus the prior year net loss of $13.0 million Adjusted EBITDA of $164.7 million, up 85% versus the prior year, reflecting a margin of 25.4%, an improvement of 620 basis points versus prior year Adjusted earnings per share of $0.41, up 173% versus prior year Free cash flow of $54 million, up 210% from the prior year Increasing 2017 guidance for adjusted EBITDA by 7% to $550 to $560 million Milwaukee, WI (October 25, 2017) -- Gardner Denver Holdings, Inc. (NYSE: GDI) announced today third quarter revenues of $649.6 million, up 40% versus prior year and a 38% increase excluding the impact of foreign currency ( FX ). Net income in the quarter of $28.0 million resulted in an earnings per share ( EPS ) of $0.13, based on diluted share count of million. Adjusted net income of $85.2 million, up 266% versus prior year, resulted in adjusted diluted EPS of $0.41, up 173% versus prior year. Adjusted EBITDA was $164.7 million, up 85% versus prior year. Adjusted EBITDA as a percentage of revenues expanded 620 basis points to 25.4% as compared to 19.2% in the prior year. In the third quarter, Gardner Denver generated $63.9 million of cash flow from operating activities and invested $9.6 million in capital expenditures, resulting in free cash flow of $54.3 million, up 210% versus prior year. Third quarter net debt to adjusted EBITDA leverage improved to 3.2x from 3.8x as compared to the second quarter of The leverage improvement was primarily driven by the improved adjusted EBITDA performance over the past year as well as increased cash generation as a result of operational performance and lower interest expense. Gardner Denver s Chief Executive Officer, Vicente Reynal, said, I am very pleased with our performance in the third quarter as our teams continue to demonstrate solid execution of our strategic imperatives, leading to outsized growth in the markets we serve. In addition, our operational efficiency initiatives around lean manufacturing and VAVE are providing us solid operating leverage as demonstrated in the quarter with adjusted EBITDA margins expanding 620 basis points to 25.4% and free cash flow improving over 200% versus prior year. Since our IPO we have been very focused on continuing to execute our simple and impactful strategy of deploying and building talent across the organization, expanding margins, accelerating profitable growth, and effectively allocating capital. 1

6 Third quarter 2017 performance: Industrials - Orders of $294.2 million, up 14% versus prior year, and up 11% excluding the impact of FX - Revenues of $288.2 million, up 9% versus prior year, and up 6% excluding the impact of FX - Segment adjusted EBITDA of $63.1 million, up 13% from $55.6 million in the prior year - Segment adjusted EBITDA margin of 21.9%, up 100 basis points from 20.9% in the prior year Energy - Orders of $251.1 million, up 48% versus prior year, and up 46% excluding the impact of FX - Revenues of $301.6 million, up 119% versus prior year, and up 116% excluding the impact of FX - Segment adjusted EBITDA of $98.6 million, up 348% from $22.0 million in the prior year - Segment adjusted EBITDA margin of 32.7%, up 1670 basis points from 16.0% in the prior year Medical - Orders of $61.1 million, up 19% versus prior year, and up 17% excluding the impact of FX - Revenues of $59.8 million, up 1% versus prior year, and down 1% excluding the impact of FX - Segment adjusted EBITDA of $16.8 million, up 1% from $16.6 million in the prior year - Segment adjusted EBITDA margin of 28.1%, flat to prior year Outlook and Guidance We are raising full year 2017 adjusted EBITDA guidance by 7% to $550 to $560 million, stated Reynal. In addition, we expect net debt to adjusted EBITDA leverage to be approximately 3.0x at year end. We believe our strong double-digit orders growth in the quarter across all three segments clearly demonstrates that customers understand the benefits of our new product innovation and are choosing our solutions due to the unique differentiation and benefits we provide. As a result, we expect a strong finish to the year and have raised our outlook accordingly. 2

7 Conference Call Gardner Denver will broadcast a conference call to discuss results for the third quarter of 2017 on Thursday, October 26, 2017 at 8:00 a.m. Eastern time (7:00 a.m. Central time) through a live webcast. This webcast will be available in listen-only mode and can be accessed, for up to ninety days following the call, through the Investors section on the Gardner Denver website. 3

8 Forward Looking Statements This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the Securities Act ) and Section 21E of the Securities Exchange Act of These statements include, but are not limited to, statements related to our expectations regarding the performance of our business, our financial results, our liquidity and capital resources and other non-historical statements, including the statements in the Outlook and Guidance section of this press release. You can identify these forward-looking statements by the use of words such as outlook, guidance, believes, expects, potential, continues, may, will, should, could, seeks, projects, predicts, intends, plans, estimates, anticipates or the negative version of these words or other comparable words. Such forward-looking statements are subject to various risks and uncertainties, including macroeconomic factors beyond the Company s control, risks of doing business outside the United States, the Company s dependence on the level of activity in the energy industry, potential governmental regulations restricting the use of hydraulic fracturing, raw material costs and availability, the risk of a loss or reduction of business with key customers or consolidation or the vertical integration of the Company s customer base, loss of or disruption in the Company s distribution network, the risk that ongoing and expected restructuring plans may not be as effective as the Company anticipates, and the Company s substantial indebtedness. Additional factors that could cause Gardner Denver s results to differ materially from those described in the forward-looking statements can be found under the section entitled Risk Factors in our prospectus dated May 11, 2017, filed with the Securities and Exchange Commission ( SEC ) pursuant to Rule 424(b) of the Securities Act on May 15, 2017, as such factors may be updated from time to time in our periodic filings with the SEC, which are accessible on the SEC s website at Accordingly, there are or will be important factors that could cause actual outcomes or results to differ materially from those indicated in these statements. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this release and in our filings with the SEC. We undertake no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by law. About Gardner Denver Gardner Denver (NYSE: GDI) is a leading global provider of mission-critical flow control and compression equipment and associated aftermarket parts, consumables and services, which it sells across multiple attractive end-markets within the industrial, energy and medical industries. Its broad and complete range of compressor, pump, vacuum and blower products and services, along with its application expertise and over 155 years of engineering heritage, allows Gardner Denver to provide differentiated product and service offerings for its customers specific uses. Gardner Denver supports its customers through its global geographic footprint of 38 key manufacturing facilities, more than 30 complementary service and repair centers across six continents, and approximately 6,300 employees world-wide. Gardner Denver uses its website a channel of distribution of Company information. Financial and other important information regarding the Company is routinely accessible through and posted on its website. Accordingly, investors should monitor Gardner Denver s website, in addition to following the Company s press releases, SEC filings and public conference calls and webcasts. In addition, you may automatically receive alerts and other information about Gardner Denver when you enroll your address by visiting the Alerts section of Gardner Denver s website at 4

9 Contact Gardner Denver Holdings, Inc. Investor Relations Contact Vikram Kini (414) Non-U.S. GAAP Measures of Financial Performance In addition to consolidated GAAP financial measures, Gardner Denver reviews various non-gaap financial measures, including Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow. Gardner Denver believes Adjusted EBITDA, Adjusted Net Income and Adjusted Diluted EPS are helpful supplemental measures to assist management and investors in evaluating the Company s operating results as they exclude certain items that are unusual in nature or whose fluctuation from period to period do not necessarily correspond to changes in the operations of Gardner Denver s business. Adjusted EBITDA represents net income (loss) before interest, taxes, depreciation, amortization and certain non-cash, non-recurring and other adjustment items. Adjusted Net Income is defined as net income (loss) including interest, depreciation and amortization of non-acquisition related intangible assets and excluding other items used to calculate Adjusted EBITDA and further adjusted for the tax effect of these exclusions. Gardner Denver believes that the adjustments applied in presenting Adjusted EBITDA and Adjusted Net Income are appropriate to provide additional information to investors about certain material non-cash items and about non-recurring items that the Company does not expect to continue at the same level in the future. Adjusted Diluted EPS is defined as Adjusted Net Income divided by Adjusted Diluted Average Shares Outstanding. Gardner Denver uses Free Cash Flow to review the liquidity of its operations. Gardner Denver measures Free Cash Flow as cash flows from operating activities less capital expenditures. Gardner Denver believes Free Cash Flow is a useful supplemental financial measure for management and investors in assessing the Company s ability to pursue business opportunities and investments and to service its debt. Free Cash Flow is not a measure of our liquidity under GAAP and should not be considered as an alternative to cash flows from operating activities. Management and Gardner Denver s board of directors regularly use these measures as tools in evaluating the Company s operating and financial performance and in establishing discretionary annual compensation. Such measures are provided in addition to, and should not be considered to be a substitute for, or superior to, the comparable measures under GAAP. In addition, Gardner Denver believes that Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow are frequently used by investors and other interested parties in the evaluation of issuers, many of which also present Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow when reporting their results in an effort to facilitate an understanding of their operating and financial results and liquidity. Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow should not be considered as alternatives to net income (loss), diluted earnings per share or any other performance measure derived in accordance with GAAP, or as alternatives to cash flow from operating activities as a measure of our liquidity. Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow have limitations as analytical tools, and you should not consider such measures either in isolation or as substitutes for analyzing Gardner Denver s results as reported under GAAP. 5

10 Reconciliations of Adjusted EBITDA, Adjusted Net Income, Adjusted Diluted EPS and Free Cash Flow to their most comparable U.S. GAAP financial metrics for historical periods are presented in the tables below. Reconciliations of non-gaap measures related to full year 2017 guidance have not been provided due to the unreasonable efforts it would take to provide such reconciliations. 6

11 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in millions, except per share amounts) (Unaudited) For the Three Month Period Ended For the Nine Month Period Ended Revenues $ $ $ 1,710.4 $ 1,361.6 Cost of sales , Gross Profit Selling and administrative expenses Amortization of intangible assets Impairment of other intangible assets Other operating expense, net Operating Income Interest expense Loss on extinguishment of debt Other income, net (0.7) (0.7) (2.6) (2.6) Income (Loss) Before Income Taxes 32.4 (22.1) (166.3) (60.3) Provision (benefit) for income taxes 4.4 (9.1) (41.2) (33.3) Net Income (Loss) 28.0 (13.0) (125.1) (27.0) Less: Net (loss) income attributable to noncontrolling interests - (0.1) 0.1 (0.6) Net Income (Loss) Attributable to Gardner Denver Holdings, Inc. $ 28.0 $ (12.9) $ (125.2) $ (26.4) Basic earnings (loss) per share $ 0.14 $ (0.09) $ (0.71) $ (0.18) Diluted earnings (loss) per share $ 0.13 $ (0.09) $ (0.71) $ (0.18) 7

12 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in millions, except share and per share amounts) (Unaudited) 2017 December 31, 2016 Assets Current assets: Cash and cash equivalents $ $ Accounts receivable, net of allowance for doubtful accounts of $19.4 and $18.7, respectively Inventories Other current assets Total current assets 1, ,188.5 Property, plant and equipment, net of accumulated depreciation of $188.5 and $146.1, respectively Goodwill 1, ,154.7 Other intangible assets, net 1, ,469.9 Deferred tax assets Other assets Total assets $ 4,552.6 $ 4,316.0 Liabilities and Stockholders' Equity Current liabilities: Short-term borrowings and current maturities of long-term debt $ 21.1 $ 24.5 Accounts payable Accrued liabilities Total current liabilities Long-term debt, less current maturities 2, ,753.8 Pensions and other postretirement benefits Deferred income taxes Other liabilities Total liabilities 3, ,044.2 Commitments and contingencies (Note 14) Stockholders' equity: Common stock, $0.01 par value; 1,000,000,000 shares authorized; 198,130,973 and 150,552,360 shares issued at 2017 and December 31, 2016, respectively Capital in excess of par value 2, ,222.4 Accumulated deficit (721.4) (596.2) Accumulated other comprehensive loss (251.7) (342.4) Treasury stock at cost; 2,120,112 and 1,897,454 shares at 2017 and December 31, 2016, respectively (22.0) (19.4) Total Gardner Denver Holdings, Inc. stockholders' equity 1, Noncontrolling interests Total stockholders' equity 1, Total liabilities and stockholders' equity $ 4,552.6 $ 4,

13 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in millions) (Unaudited) For the Nine Month Period Ended 2017 For the Nine Month Period Ended 2016 Cash Flows From Operating Activities: Net loss $ (125.1) $ (27.0) Adjustments to reconcile net loss to net cash provided by operating activities: Amortization of intangible assets Depreciation in cost of sales Depreciation in selling and administrative expenses Impairment of other intangible assets Stock-based compensation expense Foreign currency transaction losses (gains), net 6.3 (2.6) Net loss on asset dispositions Loss on extinguishment of debt Deferred income taxes (68.1) (45.8) Changes in assets and liabilities: Receivables (65.9) 18.1 Inventories (36.4) (3.8) Accounts payable Accrued liabilities (19.8) 3.9 Other assets and liabilities, net (26.3) 12.7 Net cash provided by operating activities Cash Flows From Investing Activities: Capital expenditures (36.4) (46.3) Net cash paid in business combinations (18.8) (18.8) Net cash received in business divestitures Proceeds from the termination of derivatives Disposals of property, plant and equipment Net cash used in investing activities (43.1) (59.8) Cash Flows From Financing Activities: Principal payments on long-term debt (2,872.2) (20.1) Premium paid on extinguishment of senior notes (29.7) - Proceeds from long-term debt 2, Proceeds from the issuance of common stock, net of share issuance costs Purchase of treasury stock (2.6) (12.6) Purchase of shares from noncontrolling interests (5.2) - Payments of debt issuance costs (2.9) (1.1) Other 0.4 (0.9) Net cash used in financing activities (8.2) (30.8) Effect of exchange rate changes on cash and cash equivalents 14.6 (2.3) Net increase in cash and cash equivalents Cash and cash equivalents, beginning of period Cash and cash equivalents, end of period $ $

14 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) AND EARNINGS (LOSS) PER SHARE TO ADJUSTED NET INCOME AND ADJUSTED EARNINGS PER SHARE (Dollars in millions, except per share amounts) (Unaudited) For the Three Month Period Ended For the Nine Month Period Ended Net Income (Loss) $ 28.0 $ (13.0) $ (125.1) $ (27.0) Basic Earnings (Loss) Per Share (As Reported) $ 0.14 $ (0.09) $ (0.71) $ (0.18) Diluted Earnings (Loss) Per Share (As Reported) $ 0.13 $ (0.09) $ (0.71) $ (0.18) Plus: Provision (benefit) for income taxes 4.4 (9.1) (41.2) (33.3) Amortization of acquisition related intangible assets Impairment of goodwill and other intangible assets Sponsor fees and expenses Restructuring and related business transformation costs Acquisition related expenses and non-cash charges Environmental remediation loss reserve Expenses related to initial stock offering Establish public company financial reporting compliance Stock-based compensation Loss on extinguishment of debt Other adjustments Minus: Income tax provision, as adjusted Adjusted Net Income $ 85.2 $ 23.3 $ $ 67.2 Adjusted Basic Earnings Per Share $ 0.42 $ 0.16 $ 0.85 $ 0.45 Adjusted Diluted Earnings Per Share 2 $ 0.41 $ 0.15 $ 0.82 $ 0.45 Average shares outstanding: Basic, as reported Diluted, as reported Adjusted diluted Due to net losses in certain periods shown, basic and diluted average shares outstanding are the same in those periods. 2 Adjusted diluted share count and adjusted diluted earnings per share include incremental dilutive shares, using the treasury stock method, which are added to average shares outstanding. 10

15 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES RECONCILIATION OF NET INCOME (LOSS) TO ADJUSTED EBITDA AND ADJUSTED NET INCOME AND CASH FLOWS - OPERATING ACTIVITIES TO FREE CASH FLOW (Dollars in millions) (Unaudited) For the Three Month Period Ended For the Nine Month Period Ended Net Income (Loss) $ 28.0 $ (13.0) $ (125.1) $ (27.0) Plus: Interest expense Provision (benefit) for income taxes 4.4 (9.1) (41.2) (33.3) Depreciation expense Amortization expense Impairment of goodwill and other intangible assets Sponsor fees and expenses Restructuring and related business transformation costs Acquisition related expenses and non-cash charges Environmental remediation loss reserve Expenses related to initial stock offering Establish public company financial reporting compliance Stock-based compensation Loss on extinguishment of debt Other adjustments Adjusted EBITDA $ $ 89.0 $ $ Minus: Interest expense Income tax provision, as adjusted Depreciation expense Amortization of non-acquisition related intangible assets Adjusted Net Income $ 85.2 $ 23.3 $ $ 67.2 Free Cash Flow Cash flows - operating activities Minus: Capital expenditures Free Cash Flow $ 54.3 $ 17.5 $ 47.5 $

16 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES RECONCILIATION OF SEGMENT ADJUSTED EBITDA TO INCOME (LOSS) BEFORE INCOME TAXES (Dollars in millions) (Unaudited) For the Three Month Period Ended For the Nine Month Period Ended Revenue Industrials $ $ $ $ Energy Medical Total Revenue $ $ $ 1,710.4 $ 1,361.6 Segment Adjusted EBITDA Industrials $ 63.1 $ 55.6 $ $ Energy Medical Total Segment Adjusted EBITDA $ $ 94.2 $ $ Less items to reconcile Segment Adjusted EBITDA to Income (Loss) Before Income Taxes: Corporate expenses not allocated to segments $ 13.8 $ 5.2 $ 30.9 $ 18.8 Interest expense Depreciation and amortization expense Impairment of goodwill and other intangible assets Sponsor fees and expenses Restructuring and related business transformation costs Acquisition related expenses and non-cash charges Environmental remediation loss reserve Expenses related to initial stock offering Establish public company financial reporting compliance Stock-based compensation Loss on extinguishment of debt Other adjustments Income (Loss) Before Income Taxes $ 32.4 $ (22.1) $ (166.3) $ (60.3) 12

17 GARDNER DENVER HOLDINGS, INC. AND SUBSIDIARIES OVERVIEW OF BASIC AND DILUTED SHARE COUNT (Dollars in millions, except per share amounts) (Unaudited) For the Three Month Period Ended 2017 For the Nine Month Period Ended 2017 Total Year 2017 Estimate 3 Average shares outstanding: Basic, as reported Diluted, as reported Adjusted diluted Due to net losses in certain periods shown, basic and diluted average shares outstanding are the same in those periods. 2 Adjusted diluted share count assumes dilution of existing awards as of 9/30/2017 as if the company was in a positive net income position 3 Total year 2017 share counts represent the estimate of full year basic, diluted and adjusted diluted shares outstanding. 13

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