1. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated financial statements of Exterran Holdings, Inc. (“Exterran,” “Archrock,” “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 (“SEC”). 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, 2014. 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.

On November 17, 2014, we announced that our board of directors had authorized management to pursue a plan to separate (the “Spin-off”) our international contract operations, international aftermarket services and global fabrication businesses into an independent, publicly traded company (“Exterran Corporation,” previously named Exterran SpinCo, Inc. prior to May 18, 2015). On November 3, 2015 (the “Distribution Date”), we completed the Spin-off of Exterran Corporation. Upon the completion of the Spin-off, we and Exterran Corporation are independent, publicly traded companies with separate public ownership, boards of directors and management, and we continue to own and operate the U.S. contract operations and U.S. aftermarket services businesses that we previously owned. Effective on November 3, 2015, we were renamed Archrock, Inc. and beginning on November 4, 2015 we trade on the New York Stock exchange under the symbol “AROC.” References to “Archrock,” “Exterran,” “our,” “we” or “us” refer to Archrock, Inc., including the Exterran Corporation businesses, for all periods prior to or ending on November 3, 2015. Additionally, we continue to hold interests in Exterran Partners, L.P. (the “Partnership”), which include the sole general partner interest and certain limited partner interests, as well as all of the incentive distribution rights in the Partnership. Effective on November 3, 2015, the Partnership was renamed Archrock Partners, L.P. and trades on the Nasdaq Global Select Market under the symbol “APLP.” References to “Archrock Partners,” “Exterran Partners” or “the Partnership” refer to Archrock Partners, L.P., for all periods prior to or ending on November 3, 2015. To effect the Spin-off, we distributed on the Distribution Date, on a pro rata basis, all of the shares of Exterran Corporation common stock to our stockholders as of October 27, 2015 (the “Record Date”). Exterran Holdings shareholders received one share of Exterran Corporation common stock for every two shares of our common stock held at the close of business on the Record Date.

Unless otherwise indicated, the financial statements and related footnote disclosures within this report exclude the impact of the Spin-off. The effect of the Spin-off will significantly change and materially impact future disclosures, results of operations, balance sheet and cash flow positions. Financial results of Exterran Corporation prior to the Spin-off will be reported as discontinued operations beginning in our Annual Report on Form 10-K for the year ending December 31, 2015. See Note 2 for further discussion of the Spin-off.

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

Basic income (loss) attributable to Exterran common stockholders per common share is computed using the two-class method, which 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. Under the two-class method, basic income (loss) attributable to Exterran common stockholders per common share is determined by dividing income (loss) attributable to Exterran common stockholders after deducting amounts allocated to participating securities, by the weighted average number of common shares outstanding for the period. Participating securities include our unvested restricted stock and certain stock settled restricted stock units that have nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid. During periods of net loss, no effect is given to 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 (loss) attributable to Exterran common stockholders used in the calculation of basic and diluted income (loss) per common share (in thousands):



	Three Months Ended September 30,						Nine Months Ended September 30,
	2015			2014			2015			2014
Income (loss) from continuing operations attributable to Exterran stockholders	$	(25,080	)	$	16,047		$	(13,294	)	$	24,524
Income from discontinued operations, net of tax	18,776			18,003			37,743			54,499
Less: Net income attributable to participating securities	(141		)	(448		)	(384		)	(1,157		)
Net income (loss) attributable to Exterran common stockholders	$	(6,445	)	$	33,602		$	24,065		$	77,866

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 September 30,				Nine Months Ended September 30,
	2015		2014		2015		2014
Weighted average common shares outstanding including participating securities	69,530		67,347		69,403		66,820
Less: Weighted average participating securities outstanding	(970	)	(915	)	(962	)	(959	)
Weighted average common shares outstanding — used in basic income (loss) per common share	68,560		66,432		68,441		65,861
Net dilutive potential common shares issuable:
On exercise of options and vesting of restricted stock units	*		468		*		527
On exercise of warrants	**		3,506		—		2,929
On conversion of 4.25% convertible senior notes due 2014	**		**		**		*
Weighted average common shares outstanding — used in diluted income (loss) per common share	68,560		70,406		68,441		69,317

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


**	Not applicable as these instruments were not outstanding during the period.

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 and nine months ended September 30, 2015 and 2014.

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 September 30,		Nine Months Ended September 30,
	2015	2014	2015	2014
Net dilutive potential common shares issuable:
On exercise of options where exercise price is greater than average market value for the period	503	326	482	470
On exercise of options and vesting of restricted stock units	172	—	248	—
On exercise of warrants	*	—	—	—
On conversion of 4.25% convertible senior notes due 2014	*	*	*	9,431
Net dilutive potential common shares issuable	675	326	730	9,901

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*	Not applicable as these instruments were not outstanding during the period.

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 to the extent the hedge is effective, amortization of terminated interest rate swaps and adjustments related to changes in our ownership of 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 nine months ended September 30, 2014 and 2015 (in thousands):



	Derivatives Cash Flow Hedges				Foreign Currency Translation Adjustment				Total
Accumulated other comprehensive income (loss), January 1, 2014	$	(1,346	)		$	31,424			$	30,078
Loss recognized in other comprehensive income (loss), net of tax	(439		)	(1)	(6,519		)	(3)	(6,958		)
Loss reclassified from accumulated other comprehensive income (loss), net of tax	1,243			(2)	—				1,243
Other comprehensive income (loss) attributable to Exterran stockholders	804				(6,519		)		(5,715		)
Accumulated other comprehensive income (loss), September 30, 2014	$	(542	)		$	24,905			$	24,363
Accumulated other comprehensive income (loss), January 1, 2015	$	(911	)		$	16,776			$	15,865
Loss recognized in other comprehensive income (loss), net of tax	(3,553		)	(4)	(1,754		)	(6)	(5,307		)
Loss reclassified from accumulated other comprehensive income (loss), net of tax	1,602			(5)	—				1,602
Other comprehensive loss attributable to Exterran stockholders	(1,951		)		(1,754		)		(3,705		)
Accumulated other comprehensive income (loss), September 30, 2015	$	(2,862	)		$	15,022			$	12,160

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(1)

During the three months ended September 30, 2014, we recognized a gain of $0.3 million and a tax provision of $0.1 million, in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments. During the nine months ended September 30, 2014, we recognized a loss of $0.7 million and a tax benefit of $0.3 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 September 30, 2014, we reclassified a $0.7 million loss to interest expense and a tax benefit of $0.3 million to provision for income taxes in our condensed consolidated statements of operations from accumulated other comprehensive income (loss). During the nine months ended September 30, 2014, we reclassified a $1.9 million loss to interest expense and a tax benefit of $0.7 million to provision for income taxes in our condensed consolidated statements of operations from accumulated other comprehensive income (loss).


(3)	During the three and nine months ended September 30, 2014, we recognized a loss of $6.3 million and $6.5 million, respectively, in other comprehensive income (loss), net of tax, related to changes in foreign currency translation adjustment.

(4)

During the three months ended September 30, 2015, we recognized a loss of $2.5 million and a tax benefit of $0.8 million, in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments. During the nine months ended September 30, 2015, we recognized a loss of $5.4 million and a tax benefit of $1.8 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 September 30, 2015, we reclassified a $0.9 million loss to interest expense and a tax benefit of $0.3 million to provision for income taxes in our condensed consolidated statements of operations from accumulated other comprehensive income (loss). During the nine months ended September 30, 2015, we reclassified a $2.5 million loss to interest expense and a tax benefit of $0.9 million to provision for income taxes in our condensed consolidated statements of operations from accumulated other comprehensive income (loss).


(6)	During the three and nine months ended September 30, 2015, we recognized a gain of $4.9 million and a loss of $1.8 million, respectively, 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, receivables, payables, interest rate swaps and debt. At September 30, 2015 and December 31, 2014, 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, 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 10 for additional information regarding the fair value hierarchy.

The following table summarizes the carrying amount and fair value of our debt as of September 30, 2015 and December 31, 2014 (in thousands):



	September 30, 2015				December 31, 2014
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Fixed rate debt	$	1,041,904	$	928,000	$	1,041,402	$	960,000
Floating rate debt	1,034,000		1,035,000		985,500		986,000
Total debt	$	2,075,904	$	1,963,000	$	2,026,902	$	1,946,000

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 income (loss) unless specific hedging criteria are met. Changes in the values of derivatives that meet these hedging criteria will ultimately offset related income effects of the hedged item pending recognition in income.