2. Discontinued Operations

Spin-off of Exterran Corporation

On November 3, 2015 (the “Distribution Date”), we completed the spin-off (the “Spin-off”) of our international contract operations, international aftermarket services and global fabrication businesses into a standalone public company operating as Exterran Corporation. 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”). Archrock stockholders 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. Upon the completion of the Spin-off, we were renamed “Archrock, Inc.” and, on November 4, 2015, the ticker symbol for our common stock on the New York Stock Exchange was changed to “AROC.” Following 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. Additionally, we continue to hold our interests in the Partnership. Effective on November 3, 2015, the Partnership was renamed “Archrock Partners, L.P.,” and, on November 4, 2015, the ticker symbol for its common units on the Nasdaq Global Select Market was changed to “APLP.” The Exterran Corporation business has been reported as discontinued operations, net of tax, in our consolidated statement of operations for all periods presented and was previously included in the international contract operations segment, fabrication segment and aftermarket services segment. Subsequent to the Spin-off, we no longer operate in the International contract operations, International aftermarket services or Fabrication segments.

In order to effect the Spin-off and govern our relationship with Exterran Corporation after the Spin-off, we entered into several agreements with Exterran Corporation on November 3, 2015:

•

The separation and distribution agreement contains the key provisions relating to the separation of our business from Exterran Corporation’s business. The separation and distribution agreement identifies the assets and rights that were transferred, liabilities that were assumed or retained and contracts and related matters that were assigned to us or Exterran Corporation in the Spin-off and describes how these transfers, assumptions and assignments occurred. Pursuant to the separation and distribution agreement, on November 3, 2015, a subsidiary of Exterran Corporation transferred net proceeds of $532.6 million from borrowings under the Exterran Corporation credit facility to us to allow for the repayment of a portion of our indebtedness. On November 3, 2015, we terminated our former credit facility and repaid all borrowings and accrued and unpaid interest outstanding on the repayment date totaling $326.5 million. Our new capital structure includes a $350.0 million revolving credit facility that became available on November 3, 2015. On December 4, 2015, we redeemed for cash the $350.0 million aggregate principal amount of our 7.25% Notes at a redemption price equal to 101.813% of the principal amount thereof plus accrued but unpaid interest to the redemption date for $369.2 million. In addition, the separation and distribution agreement contains certain noncompetition provisions addressing restrictions for three years after the Spin-off on Exterran Corporation’s ability to provide contract operations and aftermarket services in the United States and on our ability to provide contract operations and aftermarket services outside of the United States and to provide products for sale worldwide that compete with Exterran Corporation’s current product sales business, subject to certain exceptions. The separation and distribution agreement also governs the treatment of aspects relating to indemnification, insurance, confidentiality and cooperation. Additionally, the separation and distribution agreement specifies our right to receive payments from a subsidiary of Exterran Corporation based on a notional amount corresponding to payments received by Exterran Corporation’s subsidiaries from PDVSA Gas in respect of the sale of Exterran Corporation’s subsidiaries’ and joint ventures’ previously nationalized assets promptly after such amounts are collected by Exterran Corporation’s subsidiaries. As of December 31, 2015, we have received payments, including annual charges, of approximately $493.0 million ($50.0 million of which was used to repay insurance proceeds previously collected under the policy we maintained for the risk of expropriation). Pursuant to the separation and distribution agreement, Exterran Corporation or its subsidiary is due to receive the remaining principal amount as of December 31, 2015 of approximately $79.3 million in installments through the third quarter of 2016. As these remaining proceeds are received, Exterran Corporation intends to contribute to us an amount equal to such proceeds pursuant to the terms of the separation and distribution agreement. In January 2016, Exterran Corporation received an additional installment payment, including an annual charge, of $5.2 million from PDVSA Gas relating to its previously nationalized Venezuelan joint ventures’ assets and transferred cash to us equal to that amount in January 2016. The separation and distribution agreement also specifies our right to receive a $25.0 million cash payment from a subsidiary of Exterran Corporation promptly following the occurrence of a qualified capital raise as defined in the Exterran Corporation credit agreement.


•	The tax matters agreement governs the respective rights, responsibilities and obligations of Exterran Corporation and us with respect to tax liabilities and benefits, tax attributes, the preparation and filing of tax returns, the control of audits and other tax proceedings and certain other matters regarding taxes.

•

The employee matters agreement governs the allocation of liabilities and responsibilities between us and Exterran Corporation relating to employee compensation and benefit plans and programs, including the treatment of retirement, health and welfare plans and equity and other incentive plans and awards. The agreement contains provisions regarding stock-based compensation. See Note 15 (“Common Stockholders’ Equity”) for additional information relating to the Archrock Stock Incentive Plan.

•

The transition services agreement sets forth the terms on which Exterran Corporation will provide to us, and we will provide to Exterran Corporation, on a temporary basis, certain services or functions that the companies historically have shared. Transition services provided to us by Exterran Corporation and to Exterran Corporation by us may include accounting, administrative, payroll, human resources, environmental health and safety, real estate, fleet, financial audit support, legal, tax, treasury and other support and corporate services, and each service will be provided at a predetermined rate set forth in the transition services agreement. Each service provided under the agreement will have its own duration generally less than one year but not to exceed two years, extension terms and monthly cost, and the transition services agreement will terminate upon cessation of all services provided thereunder. For the period from November 4, 2015 through December 31, 2015, we recorded other income of $0.4 million and selling, general and administrative expense of $0.6 million associated with the services under the transition services agreement.

•

The supply agreement sets forth the terms under which Exterran Corporation will provide manufactured equipment, including the design, engineering, manufacturing and sale of natural gas compression equipment, on an exclusive basis to us and the Partnership. This supply agreement will have an initial term of two years, subject to certain cancellation clauses, and is extendible for additional one-year terms by mutual agreement of the parties. Pursuant to the supply agreement, each of us and the Partnership will be required to purchase its requirements of newly-manufactured compression equipment from Exterran Corporation, subject to certain exceptions. For the period from November 4, 2015 through December 31, 2015, we purchased $44.4 million of newly-manufactured compression equipment from Exterran Corporation.


•	The storage agreements set forth the terms under which Exterran Corporation will provide each of us and the Partnership with storage space for equipment purchased under the supply agreement, as well as the terms under which we will provide storage space to Exterran Corporation for certain of its equipment.

•

The services agreements set forth the terms under which Exterran Corporation will provide us (or our customers on our behalf) with engineering, preservation and installation and commissioning services and we will provide Exterran Corporation (or its customers on its behalf) with make-ready, parts sales, preservation and installation and commissioning services. These services agreements will continue in effect until terminated by either party on 30 days’ written notice.

Generally, the separation and distribution agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Exterran Corporation’s business with Exterran Corporation. Pursuant to the separation and distribution agreement, we and Exterran Corporation will generally release the other party from all claims arising prior to the Spin-off that relate to the other party’s business.

Other discontinued operations activity

In December 2013, we abandoned our contract water treatment business as part of our continued emphasis on simplification and focus on our core businesses. The abandonment of this business meets the criteria established for recognition as discontinued operations under GAAP. Therefore, our contract water treatment business has been reported as discontinued operations, net of tax, in our consolidated statement of operations. This business was previously included in our contract operations business segment.

The following table summarizes the operating results of discontinued operations (in thousands):



	Years Ended December 31,
	2015									2014									2013
	Exterran Corporation (1)			Contract Water Treatment Business			Total			Exterran Corporation			Contract Water Treatment Business			Total			Exterran Corporation			Contract Water Treatment Business			Total
Revenue	$	1,401,908		$	—		$	1,401,908		$	1,912,441		$	—		$	1,912,441		$	2,291,962		$	3,425		$	2,295,387
Cost of sales (excluding depreciation and amortization expense)	1,022,756			222			1,022,978			1,373,537			479			1,374,016			1,747,430			3,015			1,750,445
Selling, general and administrative	171,912			—			171,912			245,103			30			245,133			239,322			337			239,659
Depreciation and amortization	124,605			—			124,605			174,191			—			174,191			140,417			—			140,417
Long-lived asset impairment	14,264			—			14,264			3,851			319			4,170			11,941			2,355			14,296
Restructuring charges	43,884			—			43,884			2,159			—			2,159			—			—			—
Interest expense	1,578			—			1,578			1,905			—			1,905			3,551			—			3,551
Equity in income of non-consolidated affiliates	(15,152		)	—			(15,152		)	(14,553		)	—			(14,553		)	(19,000		)	—			(19,000		)
Other (income) loss, net (2)	(24,796		)	—			(24,796		)	(67,982		)	(27		)	(68,009		)	(69,917		)	1,002			(68,915		)
Income (loss) from discontinued operations before income taxes	62,857			(222		)	62,635			194,230			(801		)	193,429			238,218			(3,284		)	234,934
Provision for (benefit from) income taxes	29,046			(88		)	28,958			87,932			(277		)	87,655			106,429			(1,149		)	105,280
Income (loss) from discontinued operations, net of tax	$	33,811		$	(134	)	$	33,677		$	106,298		$	(524	)	$	105,774		$	131,789		$	(2,135	)	$	129,654


⁽¹⁾	Includes the results of operations of Exterran Corporation and costs directly attributable to the Spin-off.


⁽²⁾	Includes income from discontinued operations, net of tax, related to previously discontinued Venezuela and Canada operations of $56.8 million, $73.2 million, and $66.1 million for the year ended December 31, 2015, 2014, and 2013, respectively.

The following table summarizes the balance sheet data for discontinued operations (in thousands):



	December 31, 2015						December 31, 2014
	Exterran Corporation		Contract Water Treatment Business		Total		Exterran Corporation		Contract Water Treatment Business		Total
Cash and cash equivalents	$	—	$	—	$	—	$	39,792	$	—	$	39,792
Restricted cash	—		—		—		1,490		—		1,490
Accounts receivable	—		—		—		399,896		69		399,965
Inventory	—		—		—		257,144		—		257,144
Costs and estimated earnings in excess of billings on uncompleted contracts	—		—		—		106,812		—		106,812
Other current assets	420		—		420		53,729		—		53,729
Total current assets associated with discontinued operations	420		—		420		858,863		69		858,932
Property, plant and equipment	—		—		—		952,743		—		952,743
Intangibles and other assets, net	5,714		—		5,714		220,541		—		220,541
Deferred income taxes	—		15,486		15,486		—		17,469		17,469
Total assets associated with discontinued operations	$	6,134	$	15,486	$	21,620	$	2,032,147	$	17,538	$	2,049,685
Accounts payable	$	—	$	—	$	—	$	162,040	$	1	$	162,041
Accrued liabilities	—		—		—		213,001		727		213,728
Deferred income taxes	420		—		420		—		—		—
Deferred revenue	—		—		—		64,820		—		64,820
Billings on uncompleted contracts in excess of costs and estimated earnings	—		—		—		86,322		—		86,322
Total current liabilities associated with discontinued operations	420		—		420		526,183		728		526,911
Long-term debt	—		—		—		1,107		—		1,107
Deferred income taxes	5,714		—		5,714		38,839		—		38,839
Other long-term liabilities	—		—		—		68,876		—		68,876
Total liabilities associated with discontinued operations	$	6,134	$	—	$	6,134	$	635,005	$	728	$	635,733