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Windows Server 2012 R2 vs. Windows Server 2008 R2 for a Small Business

I've got a client with about 40 users that has a few old Windows Server 2008 machines that need replacing.  The plan is to replace with an ESXi machine hosting 3 VMs (Domain Controller/File Server, Backup Domain Controller, Application Server).  Nothing fancy going on with this client.  Their needs are very straight forward.

I'm very familiar with ESXi and completely inexperienced with Hyper-V.  I'm extremely versed in Windows Server 2008, but am just getting to know Server 2012.  

I'm trying to decide on whether to install 2008R2 servers or 2012R2.  I've done a good bit of reading on the differences between 2008r2 and 20012r2.  It seems to me most of the advantages are best suited for Hyper-V environments and larger businesses with a significant amount of servers.

With Microsoft's extended support for 2008 ending in 2020, I'm not worried about not having support.  I'm not worried about the end of mainstream support in 2015.

Is there any reason why I should install 2012r2 over 2008r2 in a non Hyper-V small business environment without any crazy IT needs?

Look forward to your input.
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Cliff Galiher
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There are a ton of improvements, big and small. From networking to fileshares, even a small business will benefit from 2012 R2. I would only install 2008 R2 if a LOB app cannot run on 2012 R2. I don't know why anybody would intentional invest in older technology without a specific reason.
I would second Cliff here, the answer is simply improvements, improvements, improvements.

The scope of functionality of 2012R2 is simply greater than 2008R2.

There is not much of a cost factor involved and I would not take the chance investing in older technology, despite the continued support it must be accepted development inside Microsoft will be geared towards the current and then the next iteration of that product.  2012 is current and is where the development energy would be, I would suggest going with 2012, if for nothing else simply for the fact that all of the best things about a windows server are there "out of the box"

Powershell functionality, the fact 2012 "seems" so much more designed around virtualization and so many other things would have me going "2012 - 2012 !!!"

I would also add things like HyperV replica etc are right up your alley based on where you are headed.

Here is a good comparison:
http://partnerdirect.dell.com/sites/channel/Documents/Windows-Server-2012-Feature-Comparison.pdf
I would also recommend not hosting the Primary and Secondary Domain Controller on the same host. Even in a small environment, its not a recommended practice. With that kind of setup I would have 1 physical DC. Just a recommendation though.
I agree with the others - do not install older technology in this case.  There can be instances where you want to, but I don't see this as one.  While the "modern" interface is a PITA, Windows Server 2012 R2 is still, in many ways, managed the same way 2008 R2 would be... MOST of the management tools are the same with perhaps an added option or two.

I also agree, you should be looking into Hyper-V replica for them.

And I also agree two DCs is pointless for a small business environment, especially when you have VMs and can replicate them.  If you want multiple DCs then you want multiple physical hosts, not both DCs on one piece of hardware - it's more likely the hardware will fail (power, disk, etc) than Windows in my opinion and experience... putting all your eggs in one basket is not the best idea.  Besides, in that 3 server scenario, you now need to buy TWO copies of Server 2012R2, whereas in a two VM server scenario, you only need to buy 1.
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Thanks everyone for your responses.  I really do appreciate your replies.  I do have some comments:

There is a decent amount of literature out there on not upgrading to 2012.  For example:
http://162.209.105.210/slide-shows/data-center/240165436/why-not-to-upgrade-to-windows-server-2012.htm/pgno/0/4?itc=nextpage

I do like the advantages of Hyper-V in a 2012 environment.  Unfortunately I'm not there yet with my Hyper-V knowledge.  I have very little Hyper-V knowledge and am just not comfortable deploying it to a client until my skills are sharp.

There is a cost factor to bear here.  I will have to purchase new CALs for 2012.  I do understand that I'll be saving with the 2012 OS licensing working for 2VMs.  However, the net will still be a decent savings if using 2008.

I do disagree with the 2 DCs on one host comments.  Although I would prefer to have them on different physical machines, that is not always an option.  I have run into multiple cases where the Windows OS on a DC became corrupt or experienced some other software problem.  Having a second DC, even on the same machine was extremely helpful.
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Joshua Grantom
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If the DC is ONLY a DC, then you only need one in a small environment because you ARE backing up, RIGHT?  If so, you just restore.  Even if it's to last week.  And you ARE monitoring the server right?  So you see when problems start to arise.  A single DC in a small environment is USUALLY better unless you can physically separate AND you understand the ramifications of multi-DC restores.
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Hey everyone.  Thanks for your comments.  I'll try to respond to everyone.  

Joshua G & becraig:  I wish I had another physical server to put a DC on, but that's not in the budget.  Better to have a backup DC than not, even if it's on the same host.

Lee:  The DC is not only a DC.  Per my original post, it's also a file server.  I am backing up and monitoring the server.  As I'm sure you're aware, even with the monitoring, 100% of server problems cannot be predicted.  While backup is nice, it takes time to restore.  Although I'd prefer to have a second DC on another physical machine, that's not an options here.  In my opinion, the benefits of having a second DC, even if it's on the same host, clearly outweigh not having one.

Cliff:  Thanks so much for your analysis of that article.  That was very helpful.  I posted that link to show that there is literature out there supporting the decision to not upgrade.  I've seen quite a bit of this from other articles and tech forums.  There is also plenty of literature on reasons to do the upgrade.  The point of those post was to gather information for the purposes of making a decision.  I can't say I agree with your "pants-on-head crazy" conclusion, but I appreciate your input.

Nattygreg:  Thanks very much for your input as well.  I think I'm leaning toward this solution at least for this instance.  There's definitely a comfort level I have with 2008 that I don't have with 2012.  

In conclusion, I'll most likely be installing 2008.  I have a comfort level with that OS that I just don't have with 2012 yet.  Additionally, unless I'm willing to switch to Hyper-V, I haven't seen any new features of 2012 that will significantly benefit a small business.  

I think a lot of what this comes down to is research.  It's not only a decision of 2008 vs 2012, but VMware vs. Hyper-V.  I absolutely love VMware and know it thoroughly.  I need to understand Hyper-V and the benefits of using it with Server 2012 more thoroughly.  I've just got some work to do!

I really appreciate everyone's assistance.