1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Exterran Holdings, Inc. (“Exterran”, “our”, “we” or “us”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”)(“GAAP”) for interim financial information and the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP are not required in these interim financial statements and have been condensed or omitted. Management believes that the information furnished includes all adjustments, consisting only of normal recurring adjustments, that are necessary to present fairly our consolidated financial position, results of operations and cash flows for the periods indicated. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements presented in our Annual Report on Form 10-K for the year ended December 31, 2013. That report contains a more comprehensive summary of our accounting policies. The interim results reported herein are not necessarily indicative of results for a full year.

Earnings (Loss) Attributable to Exterran Common Stockholders Per Common Share

Basic income (loss) attributable to Exterran common stockholders per common share is computed by dividing income (loss) attributable to Exterran common stockholders by the weighted average number of shares outstanding for the period. Unvested share-based awards with nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid, are participating securities and are included in the computation of earnings (loss) per share following the two-class method. Therefore, our restricted stock and certain of our stock settled restricted stock units are considered participating securities for purposes of calculating earnings per share. The two-class method is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. During periods of net loss, no effect is given to the participating securities because they do not have a contractual obligation to participate in our losses.

Diluted income (loss) attributable to Exterran common stockholders per common share is computed using the weighted average number of shares outstanding adjusted for the incremental common stock equivalents attributed to outstanding options and warrants to purchase common stock, restricted stock units, stock to be issued pursuant to our employee stock purchase plan and convertible senior notes, unless their effect would be anti-dilutive.

The following table summarizes net income attributable to Exterran common stockholders used in the calculation of basic and diluted income per common share (in thousands):

	Three Months Ended March 31,
	2014			2013
Income from continuing operations attributable to Exterran stockholders	$	13,869		$	16,689
Income from discontinued operations, net of tax	18,727			33,516
Less: Net income attributable to participating securities (1)	(480		)	(932		)
Net income attributable to Exterran common stockholders	$	32,116		$	49,273

(1) Income from continuing operations attributable to participating securities was $0.2 million and $0.3 million for the three months ended March 31, 2014 and 2013, respectively. Income from discontinued operations, net of tax, attributable to participating securities was $0.3 million and $0.6 million for the three months ended March 31, 2014 and 2013, respectively.

The following table shows the potential shares of common stock that were included in computing diluted income (loss) attributable to Exterran common stockholders per common share (in thousands):

	Three Months Ended March 31,
	2014		2013
Weighted average common shares outstanding including participating securities	66,416		65,291
Less: Weighted average participating securities outstanding	(1,026	)	(1,212	)
Weighted average common shares outstanding — used in basic income (loss) per common share	65,390		64,079
Net dilutive potential common shares issuable:
On exercise of options and vesting of restricted stock units	616		517
On settlement of employee stock purchase plan shares	2		2
On exercise of warrants	1,784		**
On conversion of 4.25% convertible senior notes due 2014	**		**
On conversion of 4.75% convertible senior notes due 2014	—		**
Weighted average common shares outstanding — used in diluted income (loss) per common share	67,792		64,598

** Excluded from diluted income (loss) per common share as their inclusion would have been anti-dilutive.

There were no adjustments to net income (loss) attributable to Exterran common stockholders for the diluted earnings (loss) per common share calculation during the three months ended March 31, 2014 and 2013.

The following table shows the potential shares of common stock issuable that were excluded from computing diluted income (loss) attributable to Exterran common stockholders per common share as their inclusion would have been anti-dilutive (in thousands):

	Three Months Ended March 31,
	2014	2013

Net dilutive potential common shares issuable:
On exercise of options where exercise price is greater than average market value for the period	586	926
On exercise of options and vesting of restricted stock units	—	—
On settlement of employee stock purchase plan shares	—	—
On exercise of warrants	—	12,426
On conversion of 4.25% convertible senior notes due 2014	15,393	15,334
On conversion of 4.75% convertible senior notes due 2014	—	484
Net dilutive potential common shares issuable	15,979	29,170

Comprehensive Income (Loss)

Components of comprehensive income (loss) are net income (loss) and all changes in equity during a period except those resulting from transactions with owners. Our accumulated other comprehensive income (loss) consists of foreign currency translation adjustments, changes in the fair value of derivative financial instruments, net of tax, that are designated as cash flow hedges and to the extent the hedge is effective and adjustments related to changes in our ownership of Exterran Partners, L.P. (the “Partnership”).

The following table presents the changes in accumulated other comprehensive income (loss) by component, net of tax and excluding noncontrolling interest, during the three months ended March 31, 2013 and 2014:

	Derivatives Cash Flow Hedges			Foreign Currency Translation Adjustment			Total
Accumulated other comprehensive income (loss), January 1, 2013	$	(2,984	)	$	26,893		$	23,909
Loss recognized in other comprehensive income (loss), net of tax	(659		)(1)	(5,262		)(3)	(5,921		)
Loss reclassified from accumulated other comprehensive income (loss), net of tax	478		(2)	—			478
Other comprehensive loss attributable to Exterran stockholders	(181		)	(5,262		)	(5,443		)
Accumulated other comprehensive income (loss), March 31, 2013	$	(3,165	)	$	21,631		$	18,466

Accumulated other comprehensive income (loss), January 1, 2014	$	(1,346	)	$	31,424		$	30,078
Gain (loss) recognized in other comprehensive income (loss), net of tax	(254		)(4)	1,134		(6)	880
Loss reclassified from accumulated other comprehensive income (loss), net of tax	438		(5)	—			438
Other comprehensive income attributable to Exterran stockholders	184			1,134			1,318
Accumulated other comprehensive income (loss), March 31, 2014	$	(1,162	)	$	32,558		$	31,396

(1) During the three months ended March 31, 2013, we recognized a loss of $0.8 million and a tax benefit of $0.1 million, in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments.

(2) During the three months ended March 31, 2013, we reclassified a $0.7 million loss to interest expense and a tax benefit of $0.2 million to provision for (benefit from) income taxes, in our condensed consolidated statements of operations from accumulated other comprehensive income (loss).

(3) During the three months ended March 31, 2013, we recognized a loss of $5.3 million in other comprehensive income (loss), net of tax, related to changes in foreign currency translation adjustment.

(4) During the three months ended March 31, 2014, we recognized a loss of $0.4 million and a tax benefit of $0.1 million, in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments.

(5) During the three months ended March 31, 2014, we reclassified a $0.6 million loss to interest expense and a tax benefit of $0.2 million to provision for (benefit from) income taxes, in our condensed consolidated statements of operations from accumulated other comprehensive income (loss).

(6) During the three months ended March 31, 2014, we recognized a gain of $1.1 million in other comprehensive income (loss), net of tax, related to changes in foreign currency translation adjustment.

Financial Instruments

Our financial instruments consist of cash, restricted cash, escrow deposit, receivables, payables, interest rate swaps and debt. At March 31, 2014 and December 31, 2013, the estimated fair values of these financial instruments approximated their carrying amounts as reflected in our condensed consolidated balance sheets. The fair value of our fixed rate debt was estimated based on quoted market yields in inactive markets or model derived calculations using market yields observed in active markets, which are Level 2 inputs. The fair value of our floating rate debt was estimated using a discounted cash flow analysis based on interest rates offered on loans with similar terms to borrowers of similar credit quality, which are Level 3 inputs. See Note 8 for additional information regarding the fair value hierarchy.

The following table summarizes the carrying amount and fair value of our debt as of March 31, 2014 and December 31, 2013 (in thousands):

	March 31, 2014				December 31, 2013
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Fixed rate debt	$	1,046,423	$	1,075,000	$	1,040,155	$	1,070,000
Floating rate debt	539,000		539,000		462,000		462,000
Total debt	$	1,585,423	$	1,614,000	$	1,502,155	$	1,532,000

GAAP requires that all derivative instruments (including certain derivative instruments embedded in other contracts) be recognized in the balance sheet at fair value and that changes in such fair values be recognized in earnings (loss) unless specific hedging criteria are met. Changes in the values of derivatives that meet these hedging criteria will ultimately offset related earnings effects of the hedged item pending recognition in earnings.