23. Supplemental Guarantor Financial Information

Exterran Holdings, Inc. (“Parent”) is the issuer of the 7.25% Notes. Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC and EXH MLP LP LLC (each a 100% owned subsidiary; together, the “Guarantor Subsidiaries”), have agreed to fully and unconditionally on a joint and several senior unsecured basis guarantee Parent’s obligations relating to the 7.25% Notes. As a result of these guarantees, we are presenting the following condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X. These schedules are presented using the equity method of accounting for all periods presented. Under this method, investments in subsidiaries are recorded at cost and adjusted for our share in the subsidiaries’ cumulative results of operations, capital contributions and distributions and other changes in equity. Elimination entries relate primarily to the elimination of investments in subsidiaries and associated intercompany balances and transactions. The Other Subsidiaries column includes financial information for those subsidiaries that do not guarantee the 7.25% Notes.

Condensed Consolidating Balance Sheet

December 31, 2013

(In thousands)

	Parent		Guarantor Subsidiaries		Other Subsidiaries		Eliminations			Consolidation
ASSETS

Current assets	$	141	$	710,801	$	509,747	$	—		$	1,220,689
Current assets associated with discontinued operations	—		—		442		—			442
Total current assets	141		710,801		510,189		—			1,221,131
Property, plant and equipment, net	—		1,143,111		1,677,161		—			2,820,272
Investments in affiliates	1,851,131		1,680,215		—		(3,531,346		)	—
Intangible and other assets, net	20,060		29,555		126,451		(11,230		)	164,836
Intercompany receivables	536,382		14,818		633,678		(1,184,878		)	—
Long-term assets associated with discontinued operations	—		—		20,918		—			20,918
Total long-term assets	2,407,573		2,867,699		2,458,208		(4,727,454		)	3,006,026
Total assets	$	2,407,714	$	3,578,500	$	2,968,397	$	(4,727,454	)	$	4,227,157

LIABILITIES AND EQUITY

Current liabilities	$	2,963	$	369,829	$	264,681	$	—		$	637,473
Current liabilities associated with discontinued operations	—		—		3,233		—			3,233
Total current liabilities	2,963		369,829		267,914		—			640,706
Long-term debt	742,661		1,539		757,955		—			1,502,155
Intercompany payables	—		1,170,060		14,818		(1,184,878		)	—
Other long-term liabilities	—		185,941		95,710		(11,230		)	270,421
Long-term liabilities associated with discontinued operations	—		—		447		—			447
Total liabilities	745,624		1,727,369		1,136,844		(1,196,108		)	2,413,729
Total equity	1,662,090		1,851,131		1,831,553		(3,531,346		)	1,813,428
Total liabilities and equity	$	2,407,714	$	3,578,500	$	2,968,397	$	(4,727,454	)	$	4,227,157

Condensed Consolidating Balance Sheet

December 31, 2012

(In thousands)

	Parent		Guarantor Subsidiaries		Other Subsidiaries		Eliminations			Consolidation
ASSETS

Current assets	$	142	$	754,303	$	459,449	$	(33	)	$	1,213,861
Current assets associated with discontinued operations	—		—		24,107		—			24,107
Total current assets	142		754,303		483,556		(33		)	1,237,968
Property, plant and equipment, net	—		1,299,797		1,538,922		—			2,838,719
Investments in affiliates	1,631,185		1,145,551		—		(2,776,736		)	—
Intangible and other assets, net	33,234		37,748		100,753		(19,815		)	151,920
Intercompany receivables	704,319		83,362		419,108		(1,206,789		)	—
Long-term assets associated with discontinued operations	—		—		26,240		—			26,240
Total long-term assets	2,368,738		2,566,458		2,085,023		(4,003,340		)	3,016,879
Total assets	$	2,368,880	$	3,320,761	$	2,568,579	$	(4,003,373	)	$	4,254,847

LIABILITIES AND EQUITY

Current liabilities	$	5,844	$	462,668	$	293,441	$	(74	)	$	761,879
Current liabilities associated with discontinued operations	—		—		12,660		—			12,660
Total current liabilities	5,844		462,668		306,101		(74		)	774,539
Long-term debt	884,423		—		680,500		—			1,564,923
Intercompany payables	—		1,123,427		83,362		(1,206,789		)	—
Other long-term liabilities	—		103,481		128,375		(19,774		)	212,082
Long-term liabilities associated with discontinued operations	—		—		1,044		—			1,044
Total liabilities	890,267		1,689,576		1,199,382		(1,226,637		)	2,552,588
Total equity	1,478,613		1,631,185		1,369,197		(2,776,736		)	1,702,259
Total liabilities and equity	$	2,368,880	$	3,320,761	$	2,568,579	$	(4,003,373	)	$	4,254,847

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2013

(In thousands)

	Parent			Guarantor Subsidiaries			Other Subsidiaries			Eliminations			Consolidation
Revenues	$	—		$	1,890,064		$	1,555,835		$	(285,495	)	$	3,160,404
Costs of sales (excluding depreciation and amortization expense)	—			1,453,000			1,029,893			(285,495		)	2,197,398
Selling, general and administrative	252			176,210			181,711			—			358,173
Depreciation and amortization	—			130,478			197,027			—			327,505
Long-lived asset impairment	—			11,134			17,503			—			28,637
Interest expense	76,160			1,837			37,748			—			115,745
Intercompany charges, net	(35,126		)	32,232			2,894			—			—
Equity in income of affiliates	(150,351		)	(96,473		)	(19,000		)	246,824			(19,000		)
Other (income) expense, net	39			(17,635		)	(6,905		)	—			(24,501		)
Income before income taxes	109,026			199,281			114,964			(246,824		)	176,447
Provision for (benefit from) income taxes	(14,138		)	48,930			49,927			—			84,719
Income from continuing operations	123,164			150,351			65,037			(246,824		)	91,728
Income from discontinued operations, net of tax	—			—			64,014			—			64,014
Net income	123,164			150,351			129,051			(246,824		)	155,742
Less: Net income attributable to the noncontrolling interest	—			—			(32,578		)	—			(32,578		)
Net income attributable to Exterran stockholders	123,164			150,351			96,473			(246,824		)	123,164
Other comprehensive income attributable to Exterran stockholders	6,169			5,966			6,693			(12,659		)	6,169
Comprehensive income attributable to Exterran stockholders	$	129,333		$	156,317		$	103,166		$	(259,483	)	$	129,333

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Other Subsidiaries			Eliminations			Consolidation
Revenues	$	—		$	1,766,798		$	1,219,072		$	(191,624	)	$	2,794,246
Costs of sales (excluding depreciation and amortization expense)	—			1,393,194			763,268			(191,624		)	1,964,838
Selling, general and administrative	788			203,067			171,792			—			375,647
Depreciation and amortization	—			136,236			209,941			—			346,177
Long-lived asset impairment	—			100,617			35,997			—			136,614
Restructuring charges	—			4,019			2,452			—			6,471
Interest expense	99,236			9,551			25,589			—			134,376
Intercompany charges, net	(57,651		)	49,753			7,898			—			—
Equity in (income) loss of affiliates	11,744			(49,638		)	(51,483		)	37,894			(51,483		)
Other (income) expense, net	40			(9,848		)	10,314			—			506
Income (loss) before income taxes	(54,157		)	(70,153		)	43,304			(37,894		)	(118,900		)
Provision for (benefit from) income taxes	(14,671		)	(58,409		)	27,325			—			(45,755		)
Income (loss) from continuing operations	(39,486		)	(11,744		)	15,979			(37,894		)	(73,145		)
Income from discontinued operations, net of tax	—			—			35,976			—			35,976
Net income (loss)	(39,486		)	(11,744		)	51,955			(37,894		)	(37,169		)
Less: Net income attributable to the noncontrolling interest	—			—			(2,317		)	—			(2,317		)
Net income (loss) attributable to Exterran stockholders	(39,486		)	(11,744		)	49,638			(37,894		)	(39,486		)
Other comprehensive income attributable to Exterran stockholders	17,850			10,292			3,888			(14,180		)	17,850
Comprehensive income (loss) attributable to Exterran stockholders	$	(21,636	)	$	(1,452	)	$	53,526		$	(52,074	)	$	(21,636	)

Condensed Consolidating Statement of Operations and Comprehensive Income (Loss)

Year Ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Other Subsidiaries			Eliminations			Consolidation
Revenues	$	—		$	1,363,693		$	1,538,211		$	(289,279	)	$	2,612,625
Costs of sales (excluding depreciation and amortization expense)	—			1,091,719			1,089,771			(289,279		)	1,892,211
Selling, general and administrative	550			175,523			176,023			—			352,096
Depreciation and amortization	—			149,658			203,135			—			352,793
Long-lived asset impairment	—			4,724			1,344			—			6,068
Restructuring charges	—			—			11,594			—			11,594
Goodwill impairment	—			147,541			49,266			—			196,807
Interest expense	106,243			2,634			40,596			—			149,473
Intercompany charges, net	(67,493		)	67,493			—			—			—
Equity in loss of affiliates	315,023			100,239			471			(415,262		)	471
Other (income) expense, net	40			(10,586		)	4,949			—			(5,597		)
Loss before income taxes	(354,363		)	(365,252		)	(38,938		)	415,262			(343,291		)
Provision for (benefit from) income taxes	(13,755		)	(50,229		)	52,267			—			(11,717		)
Loss from continuing operations	(340,608		)	(315,023		)	(91,205		)	415,262			(331,574		)
Loss from discontinued operations, net of tax	—			—			(8,044		)	—			(8,044		)
Net loss	(340,608		)	(315,023		)	(99,249		)	415,262			(339,618		)
Less: Net income attributable to the noncontrolling interest	—			—			(990		)	—			(990		)
Net loss attributable to Exterran stockholders	(340,608		)	(315,023		)	(100,239		)	415,262			(340,608		)
Other comprehensive income attributable to Exterran stockholders	26,284			17,519			6,319			(23,838		)	26,284
Comprehensive loss attributable to Exterran stockholders	$	(314,324	)	$	(297,504	)	$	(93,920	)	$	391,424		$	(314,324	)

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2013

(In thousands)

	Parent			Guarantor Subsidiaries			Other Subsidiaries			Eliminations			Consolidation
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(5,873	)	$	189,563		$	164,978		$	—		$	348,668
Net cash provided by discontinued operations	—			—			7,036			—			7,036
Net cash provided by (used in) operating activities	(5,873		)	189,563			172,014			—			355,704
Cash flows from investing activities:
Capital expenditures	—			(167,632		)	(231,431		)	7,338			(391,725		)
Proceeds from sale of property, plant and equipment	—			28,274			80,375			(7,338		)	101,311
Capital distributions received from consolidated subsidiaries	—			45,237			—			(45,237		)	—
Decrease in restricted cash	—			—			14			—			14
Return of investments in non-consolidated affiliates	—			—			19,000			—			19,000
Investment in consolidated subsidiaries	—			(25,180		)	—			25,180			—
Net cash used in continuing operations	—			(119,301		)	(132,042		)	(20,057		)	(271,400		)
Net cash provided by discontinued operations	—			—			74,949			—			74,949
Net cash used in investing activities	—			(119,301		)	(57,093		)	(20,057		)	(196,451		)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	1,102,500			—			1,005,537			—			2,108,037
Repayments of long-term debt	(1,267,250		)	—			(928,500		)	—			(2,195,750		)
Payments for debt issuance costs	—			—			(12,147		)	—			(12,147		)
Payments for settlement of interest rate swaps that include financing element	—			—			(2,207		)	—			(2,207		)
Proceeds from stock options exercised	8,321			—			—			—			8,321
Proceeds from stock issued pursuant to our employee stock purchase plan	1,632			—			—			—			1,632
Purchases of treasury stock	(4,539		)	—			—			—			(4,539		)
Stock-based compensation excess tax benefit	1,910			—			—			—			1,910
Distributions to noncontrolling partners in the Partnership	—			—			(107,196		)	45,237			(61,959		)
Capital contributions received from parent	—			—			25,180			(25,180		)	—
Borrowings (repayments) between consolidated subsidiaries, net	163,286			(79,169		)	(84,117		)	—			—
Net cash provided by (used in) financing activities	5,860			(79,169		)	(103,450		)	20,057			(156,702		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(1,487		)	—			(1,487		)
Net increase (decrease) in cash and cash equivalents	(13		)	(8,907		)	9,984			—			1,064
Cash and cash equivalents at beginning of period	24			10,461			24,116			—			34,601
Cash and cash equivalents at end of period	$	11		$	1,554		$	34,100		$	—		$	35,665

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2012

(In thousands)

	Parent			Guarantor Subsidiaries			Other Subsidiaries			Eliminations			Consolidation
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(6,877	)	$	127,305		$	262,834		$	—		$	383,262
Net cash provided by discontinued operations	—			—			6,663			—			6,663
Net cash provided by (used in) operating activities	(6,877		)	127,305			269,497			—			389,925
Cash flows from investing activities:
Capital expenditures	—			(205,356		)	(223,375		)	—			(428,731		)
Contract operations acquisition	—			77,415			(77,415		)	—			—
Proceeds from sale of property, plant and equipment	—			14,511			21,478			—			35,989
Capital distributions received from consolidated subsidiaries	—			30,782			—			(30,782		)	—
Increase in restricted cash	—			—			(162		)	—			(162		)
Return of investments in non-consolidated affiliates	—			—			51,707			—			51,707
Cash invested in non-consolidated affiliates	—			—			(224		)	—			(224		)
Investment in consolidated subsidiaries	—			(27,184		)	—			27,184			—
Net cash used in continuing operations	—			(109,832		)	(227,991		)	(3,598		)	(341,421		)
Net cash provided by discontinued operations	—			—			135,970			—			135,970
Net cash used in investing activities	—			(109,832		)	(92,021		)	(3,598		)	(205,451		)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	1,164,000			—			714,000			—			1,878,000
Repayments of long-term debt	(1,422,150		)	—			(684,489		)	—			(2,106,639		)
Payments for debt issuance costs	—			—			(1,011		)	—			(1,011		)
Net proceeds from the sale of Partnership units	—			—			114,530			—			114,530
Proceeds from stock options exercised	562			—			—			—			562
Proceeds from stock issued pursuant to our employee stock purchase plan	1,635			—			—			—			1,635
Purchases of treasury stock	(2,422		)	—			—			—			(2,422		)
Stock-based compensation excess tax benefit	1,139			—			—			—			1,139
Distributions to noncontrolling partners in the Partnership	—			—			(87,866		)	30,782			(57,084		)
Net proceeds from sale of general partner units	—			—			2,426			(2,426		)	—
Capital contributions received from parent	—			—			24,758			(24,758		)	—
Borrowings (repayments) between consolidated subsidiaries, net	264,044			(9,822		)	(254,222		)	—			—
Net cash provided by (used in) financing activities	6,808			(9,822		)	(171,874		)	3,598			(171,290		)
Effect of exchange rate changes on cash and cash equivalents	—			—			(486		)	—			(486		)
Net increase (decrease) in cash and cash equivalents	(69		)	7,651			5,116			—			12,698
Cash and cash equivalents at beginning of period	93			2,810			19,000			—			21,903
Cash and cash equivalents at end of period	$	24		$	10,461		$	24,116		$	—		$	34,601

Condensed Consolidating Statement of Cash Flows

Year Ended December 31, 2011

(In thousands)

	Parent			Guarantor Subsidiaries			Other Subsidiaries			Eliminations			Consolidation
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(1,191	)	$	62,519		$	42,781		$	—		$	104,109
Net cash provided by discontinued operations	—			—			16,334			—			16,334
Net cash provided by (used in) operating activities	(1,191		)	62,519			59,115			—			120,443
Cash flows from investing activities:
Capital expenditures	—			(171,470		)	(100,680		)	—			(272,150		)
Contract operations acquisition	—			62,217			(62,217		)	—			—
Proceeds from sale of property, plant and equipment	—			13,423			29,619			—			43,042
Cash paid for business acquisition	—			(3,000		)	—			—			(3,000		)
Capital distributions received from consolidated subsidiaries	—			30,766			—			(30,766		)	—
Decrease in restricted cash	—			—			820			—			820
Investment in consolidated subsidiaries	—			(33,713		)	—			33,713			—
Cash invested in non-consolidated affiliates	—			—			(471		)	—			(471		)
Return of investments in consolidated subsidiaries	87,419			—			87,419			(174,838		)	—
Net cash provided by (used in) continuing operations	87,419			(101,777		)	(45,510		)	(171,891		)	(231,759		)
Net cash used in discontinued operations	—			—			(7,425		)	—			(7,425		)
Net cash provided by (used in) investing activities	87,419			(101,777		)	(52,935		)	(171,891		)	(239,184		)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	1,336,240			—			557,500			—			1,893,740
Repayments of long-term debt	(1,409,644		)	—			(626,527		)	—			(2,036,171		)
Payments for debt issuance costs	(7,666		)	—			(1,157		)	—			(8,823		)
Net proceeds from the sale of Partnership units	—			162,236			127,672			—			289,908
Proceeds from stock options exercised	526			—			—			—			526
Proceeds from stock issued pursuant to our employee stock purchase plan	1,887			—			—			—			1,887
Purchases of treasury stock	(2,941		)	—			—			—			(2,941		)
Stock-based compensation excess tax benefit	1,034			—			—			—			1,034
Distributions to noncontrolling partners in the Partnership	—			—			(70,636		)	30,766			(39,870		)
Net proceeds from sale of general partner units	—			—			1,316			(1,316		)	—
Capital distributions to affiliates	—			(87,419		)	(87,419		)	174,838			—
Capital contributions received from parent	—			—			32,397			(32,397		)	—
Borrowings (repayments) between consolidated subsidiaries, net	(5,731		)	(34,285		)	40,016			—			—
Net cash provided by (used in) financing activities	(86,295		)	40,532			(26,838		)	171,891			99,290
Effect of exchange rate changes on cash and cash equivalents	—			—			(3,007		)	—			(3,007		)
Net increase (decrease) in cash and cash equivalents	(67		)	1,274			(23,665		)	—			(22,458		)
Cash and cash equivalents at beginning of period	160			1,536			42,665			—			44,361
Cash and cash equivalents at end of period	$	93		$	2,810		$	19,000		$	—		$	21,903