Supplemental Guarantor Financial Information | In April 2017, our 100% owned subsidiaries EESLP and EES Finance Corp. (together, the “Issuers”) issued the 2017 Notes, which consists of $375.0 million aggregate principal amount senior unsecured notes. The 2017 Notes are fully and unconditionally guaranteed on a joint and several senior unsecured basis by Exterran Corporation (the “Parent Guarantor” or “Parent”). All other consolidated subsidiaries of Exterran are collectively referred to as the “Non-Guarantor Subsidiaries.” As a result of the Parent’s guarantee, we are presenting the following condensed consolidating financial information pursuant to Rule 3-10 of Regulation S-X, Financial Statements of Guarantors and Issuers of Guaranteed Securities Registered or Being Registered . These schedules are presented using the equity method of accounting for all periods presented. For purposes of the following condensed consolidating financial information, the Parent Guarantor’s investments in its subsidiaries, the Issuers’ investments in the Non-Guarantors Subsidiaries and the Non-Guarantor Subsidiaries’ investments in the Issuers are accounted for under the equity method of accounting. 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. Condensed Consolidating Balance Sheet December 31, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 397 $ 24,195 $ 24,553 $ — $ 49,145 Restricted cash — — 546 — 546 Accounts receivable, net — 123,362 142,690 — 266,052 Inventory, net — 50,528 57,381 — 107,909 Costs and estimated earnings in excess of billings on uncompleted contracts — 33,439 7,256 — 40,695 Intercompany receivables — 158,296 359,766 (518,062 ) — Other current assets — 6,095 32,612 — 38,707 Current assets held for sale — 15,761 — — 15,761 Current assets associated with discontinued operations — — 23,751 — 23,751 Total current assets 397 411,676 648,555 (518,062 ) 542,566 Property, plant and equipment, net — 288,670 533,609 — 822,279 Investment in affiliates 555,735 831,097 (275,362 ) (1,111,470 ) — Deferred income taxes — 5,452 5,098 — 10,550 Intangible and other assets, net — 12,218 64,762 — 76,980 Long-term assets held for sale — 4,732 — — 4,732 Long-term assets associated with discontinued operations — — 3,700 — 3,700 Total assets $ 556,132 $ 1,553,845 $ 980,362 $ (1,629,532 ) $ 1,460,807 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 115,273 $ 33,471 $ — $ 148,744 Accrued liabilities 57 54,724 59,555 — 114,336 Deferred revenue — 2,162 21,740 — 23,902 Billings on uncompleted contracts in excess of costs and estimated earnings — 89,002 563 — 89,565 Intercompany payables 1,289 359,766 157,007 (518,062 ) — Current liabilities associated with discontinued operations — — 31,971 — 31,971 Total current liabilities 1,346 620,927 304,307 (518,062 ) 408,518 Long-term debt — 368,472 — — 368,472 Deferred income taxes — — 9,746 — 9,746 Long-term deferred revenue — 629 91,856 — 92,485 Other long-term liabilities — 8,082 12,190 — 20,272 Long-term liabilities associated with discontinued operations — — 6,528 — 6,528 Total liabilities 1,346 998,110 424,627 (518,062 ) 906,021 Total Equity 554,786 555,735 555,735 (1,111,470 ) 554,786 Total liabilities and equity $ 556,132 $ 1,553,845 $ 980,362 $ (1,629,532 ) $ 1,460,807 Condensed Consolidating Balance Sheet December 31, 2016 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation ASSETS Cash and cash equivalents $ 131 $ 16,645 $ 18,902 $ — $ 35,678 Restricted cash — — 671 — 671 Accounts receivable, net — 65,825 137,953 — 203,778 Inventory, net — 88,797 68,688 — 157,485 Costs and estimated earnings in excess of billings on uncompleted contracts — 12,974 8,325 — 21,299 Intercompany receivables — 119,125 352,280 (471,405 ) — Other current assets — 9,305 42,467 — 51,772 Current assets associated with discontinued operations — — 41,275 — 41,275 Total current assets 131 312,671 670,561 (471,405 ) 511,958 Property, plant and equipment, net — 322,284 468,638 — 790,922 Investment in affiliates 557,345 745,786 (188,441 ) (1,114,690 ) — Deferred income taxes — — 6,015 — 6,015 Intangible and other assets, net — 12,606 44,738 — 57,344 Long-term assets associated with discontinued operations — — 8,539 — 8,539 Total assets $ 557,476 $ 1,393,347 $ 1,010,050 $ (1,586,095 ) $ 1,374,778 LIABILITIES AND EQUITY Accounts payable, trade $ — $ 48,563 $ 27,138 $ — $ 75,701 Accrued liabilities 158 43,480 75,817 — 119,455 Deferred revenue — 4,833 27,321 — 32,154 Billings on uncompleted contracts in excess of costs and estimated earnings — 28,705 480 — 29,185 Intercompany payables 547 352,280 118,578 (471,405 ) — Current liabilities associated with discontinued operations — — 77,639 — 77,639 Total current liabilities 705 477,861 326,973 (471,405 ) 334,134 Long-term debt — 348,970 — — 348,970 Deferred income taxes — 133 11,567 — 11,700 Long-term deferred revenue — 1,513 97,451 — 98,964 Other long-term liabilities — 7,525 9,461 — 16,986 Long-term liabilities associated with discontinued operations — — 7,253 — 7,253 Total liabilities 705 836,002 452,705 (471,405 ) 818,007 Total Equity 556,771 557,345 557,345 (1,114,690 ) 556,771 Total liabilities and equity $ 557,476 $ 1,393,347 $ 1,010,050 $ (1,586,095 ) $ 1,374,778 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 838,981 $ 495,262 $ (118,949 ) $ 1,215,294 Cost of sales (excluding depreciation and amortization expense) — 716,002 271,101 (118,949 ) 868,154 Selling, general and administrative 2,327 84,111 89,880 — 176,318 Depreciation and amortization — 35,749 72,075 — 107,824 Long-lived asset impairment — 5,700 — — 5,700 Restatement related charges — 3,250 169 — 3,419 Restructuring and other charges — 2,145 1,044 — 3,189 Interest expense — 32,399 2,427 — 34,826 Intercompany charges, net — 6,355 (6,355 ) — — Equity in (income) loss of affiliates (36,207 ) (85,335 ) 49,128 72,414 — Other (income) expense, net — (2,577 ) 1,602 — (975 ) Income before income taxes 33,880 41,182 14,191 (72,414 ) 16,839 Provision for income taxes — 4,974 17,721 — 22,695 Income (loss) from continuing operations 33,880 36,208 (3,530 ) (72,414 ) (5,856 ) Income from discontinued operations, net of tax — — 39,736 — 39,736 Net income 33,880 36,208 36,206 (72,414 ) 33,880 Other comprehensive loss (1,801 ) (1,801 ) (1,801 ) 3,602 (1,801 ) Comprehensive income attributable to Exterran stockholders $ 32,079 $ 34,407 $ 34,405 $ (68,812 ) $ 32,079 Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2016 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 493,428 $ 503,643 $ (91,674 ) $ 905,397 Cost of sales (excluding depreciation and amortization expense) — 399,800 288,280 (91,674 ) 596,406 Selling, general and administrative 912 84,550 72,023 — 157,485 Depreciation and amortization — 56,043 76,843 — 132,886 Long-lived asset impairment — 11,414 3,081 — 14,495 Restatement related charges 141 18,574 164 — 18,879 Restructuring and other charges — 18,640 3,398 — 22,038 Interest expense — 33,751 430 — 34,181 Intercompany charges, net — 3,576 (3,576 ) — — Equity in (income) loss of affiliates 226,873 22,869 204,004 (464,149 ) (10,403 ) Other (income) expense, net — (1,056 ) (11,990 ) — (13,046 ) Loss before income taxes (227,926 ) (154,733 ) (129,014 ) 464,149 (47,524 ) Provision for income taxes 11 72,139 52,092 — 124,242 Loss from continuing operations (227,937 ) (226,872 ) (181,106 ) 464,149 (171,766 ) Loss from discontinued operations, net of tax — — (56,171 ) — (56,171 ) Net loss (227,937 ) (226,872 ) (237,277 ) 464,149 (227,937 ) Other comprehensive income 18,310 18,310 18,310 (36,620 ) 18,310 Comprehensive loss attributable to Exterran stockholders $ (209,627 ) $ (208,562 ) $ (218,967 ) $ 427,529 $ (209,627 ) Condensed Consolidating Statement of Operations and Comprehensive Income (Loss) December 31, 2015 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Revenues $ — $ 1,154,412 $ 736,974 $ (204,122 ) $ 1,687,264 Cost of sales (excluding depreciation and amortization expense) — 927,094 466,389 (204,122 ) 1,189,361 Selling, general and administrative 30 124,383 86,070 — 210,483 Depreciation and amortization — 55,715 90,603 — 146,318 Long-lived asset impairment — 10,762 10,026 — 20,788 Restructuring and other charges — 21,942 9,373 — 31,315 Interest expense — 7,238 34 — 7,272 Intercompany charges, net — 1,071 (1,071 ) — — Equity in income of affiliates (26,667 ) (23,327 ) (3,341 ) 38,183 (15,152 ) Other (income) expense, net — 10,598 24,918 — 35,516 Income before income taxes 26,637 18,936 53,973 (38,183 ) 61,363 Provision for (benefit from) income taxes (11 ) (7,732 ) 47,181 — 39,438 Income from continuing operations 26,648 26,668 6,792 (38,183 ) 21,925 Income from discontinued operations, net of tax — — 4,723 — 4,723 Net income 26,648 26,668 11,515 (38,183 ) 26,648 Other comprehensive income 2,453 2,453 2,453 (4,906 ) 2,453 Comprehensive income attributable to Exterran stockholders $ 29,101 $ 29,121 $ 13,968 $ (43,089 ) $ 29,101 Condensed Consolidating Statement of Cash Flows December 31, 2017 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (476 ) $ 74,003 $ 76,893 $ — $ 150,420 Net cash used in discontinued operations — — (1,794 ) — (1,794 ) Net cash provided by (used in) operating activities (476 ) 74,003 75,099 — 148,626 Cash flows from investing activities: Capital expenditures — (54,527 ) (77,146 ) — (131,673 ) Proceeds from sale of property, plant and equipment — 3,809 5,057 — 8,866 Intercompany transfers — (742 ) (16,267 ) 17,009 — Proceeds from sale of business — 894 — — 894 Decrease in restricted cash — — 125 — 125 Net cash used in continuing operations — (50,566 ) (88,231 ) 17,009 (121,788 ) Net cash provided by discontinued operations — — 19,575 — 19,575 Net cash used in investing activities — (50,566 ) (68,656 ) 17,009 (102,213 ) Cash flows from financing activities: Proceeds from borrowings of debt — 501,088 — — 501,088 Repayments of debt — (476,503 ) — — (476,503 ) Intercompany transfers 742 16,267 — (17,009 ) — Cash transfer to Archrock, Inc. — (44,720 ) — — (44,720 ) Payments for debt issuance costs — (7,911 ) — — (7,911 ) Proceeds from stock options exercised — 684 — — 684 Purchases of treasury stock — (4,792 ) — — (4,792 ) Net cash provided by (used in) financing activities 742 (15,887 ) — (17,009 ) (32,154 ) Effect of exchange rate changes on cash and cash equivalents — — (792 ) — (792 ) Net increase in cash and cash equivalents 266 7,550 5,651 — 13,467 Cash and cash equivalents at beginning of period 131 16,645 18,902 — 35,678 Cash and cash equivalents at end of period $ 397 $ 24,195 $ 24,553 $ — $ 49,145 Condensed Consolidating Statement of Cash Flows December 31, 2016 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by (used in) continuing operations $ (53 ) $ 84,164 $ 178,378 $ — $ 262,489 Net cash provided by discontinued operations — — 1,016 — 1,016 Net cash provided by (used in) operating activities (53 ) 84,164 179,394 — 263,505 Cash flows from investing activities: Capital expenditures — (26,670 ) (47,000 ) — (73,670 ) Proceeds from sale of property, plant and equipment — 1,488 1,326 — 2,814 Intercompany transfers — (147 ) (188,180 ) 188,327 — Return of investments in non-consolidated affiliates — — 10,403 — 10,403 Settlement of foreign currency derivatives — (709 ) — — (709 ) Decrease in restricted cash — — 819 — 819 Net cash used in continuing operations — (26,038 ) (222,632 ) 188,327 (60,343 ) Net cash provided by discontinued operations — — 36,079 — 36,079 Net cash used in investing activities — (26,038 ) (186,553 ) 188,327 (24,264 ) Cash flows from financing activities: Proceeds from borrowings of debt — 430,758 — — 430,758 Repayments of debt — (610,261 ) — — (610,261 ) Intercompany transfers 147 188,180 — (188,327 ) — Cash transfer to Archrock, Inc. — (49,176 ) — — (49,176 ) Payments for debt issuance costs — (779 ) — — (779 ) Proceeds from stock options exercised — 786 — — 786 Purchases of treasury stock — (2,091 ) — — (2,091 ) Net cash provided by (used in) financing activities 147 (42,583 ) — (188,327 ) (230,763 ) Effect of exchange rate changes on cash and cash equivalents — — (1,832 ) — (1,832 ) Net increase (decrease) in cash and cash equivalents 94 15,543 (8,991 ) — 6,646 Cash and cash equivalents at beginning of period 37 1,102 27,893 — 29,032 Cash and cash equivalents at end of period $ 131 $ 16,645 $ 18,902 $ — $ 35,678 Condensed Consolidating Statement of Cash Flows December 31, 2015 (In thousands) Non- Guarantor Subsidiaries Parent Guarantor Issuers Eliminations Consolidation Cash flows from operating activities: Net cash provided by continuing operations $ 1 $ 45,761 $ 143,338 $ — $ 189,100 Net cash used in discontinued operations — — (57,404 ) — (57,404 ) Net cash provided by operating activities 1 45,761 85,934 — 131,696 Cash flows from investing activities: Capital expenditures — (42,777 ) (112,567 ) — (155,344 ) Proceeds from sale of property, plant and equipment — 820 5,789 — 6,609 Intercompany transfers — (36 ) (52,917 ) 52,953 — Return of investments in non-consolidated affiliates — — 15,185 — 15,185 Proceeds received from settlement of note receivable — — 5,357 — 5,357 Cash invested in non-consolidated affiliates — — (33 ) — (33 ) Net cash used in continuing operations — (41,993 ) (139,186 ) 52,953 (128,226 ) Net cash provided by discontinued operations — — 46,112 — 46,112 Net cash used in investing activities — (41,993 ) (93,074 ) 52,953 (82,114 ) Cash flows from financing activities: Proceeds from borrowings of debt — 673,500 — — 673,500 Repayments of debt — (143,500 ) — — (143,500 ) Intercompany transfers 36 52,917 — (52,953 ) — Cash transfer to Archrock, Inc. — (532,578 ) — — (532,578 ) Net distributions to parent — (40,218 ) — — (40,218 ) Payments for debt issuance costs — (13,345 ) — — (13,345 ) Purchases of treasury stock — (54 ) — — (54 ) Net cash provided by (used in) financing activities 36 (3,278 ) — (52,953 ) (56,195 ) Effect of exchange rate changes on cash and cash equivalents — — (3,716 ) — (3,716 ) Net increase (decrease) in cash and cash equivalents 37 490 (10,856 ) — (10,329 ) Cash and cash equivalents at beginning of period — 612 38,749 — 39,361 Cash and cash equivalents at end of period $ 37 $ 1,102 $ 27,893 $ — $ 29,032 |