10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

Form 10-Q

(MARK ONE)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2011

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____________ TO ___________.

Commission File No. 001-33666

EXTERRAN HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization) 74-3204509
(I.R.S. Employer
Identification No.)

16666 Northchase Drive
Houston, Texas
(Address of principal executive offices) 77060
(Zip Code)

(281) 836-7000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Number of shares of the common stock of the registrant outstanding as of October 27, 2011: 64,049,602 shares.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (unaudited)		3
Condensed Consolidated Balance Sheets		3
Condensed Consolidated Statements of Operations		4
Condensed Consolidated Statements of Comprehensive Income (Loss)		5
Condensed Consolidated Statements of Equity		6
Condensed Consolidated Statements of Cash Flows		7
Notes to Unaudited Condensed Consolidated Financial Statements		8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		31
Item 3. Quantitative and Qualitative Disclosures About Market Risk		47
Item 4. Controls and Procedures		48
PART II. OTHER INFORMATION
Item 1. Legal Proceedings		49
Item 1A. Risk Factors		49
Item 6. Exhibits		50
SIGNATURES		52
EX-31.1
EX-31.2
EX-32.1
EX-32.2
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

2

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EXTERRAN HOLDINGS, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share amounts)

(unaudited)

	September 30,			December 31,
	2011			2010
ASSETS
Current assets:
Cash and cash equivalents	$	29,631		$	44,616
Restricted cash		1,122			1,941
Accounts receivable, net of allowance of $12,391 and $13,108, respectively		460,353			429,047
Inventory, net		383,889			396,287
Costs and estimated earnings in excess of billings on uncompleted contracts		140,284			147,901
Current deferred income taxes		47,902			36,093
Other current assets		107,752			98,801
Current assets associated with discontinued operations		4,322			5,918
Total current assets		1,175,255			1,160,604
Property, plant and equipment, net		2,995,714			3,092,652
Goodwill, net		—			196,680
Intangible and other assets, net		265,845			282,428
Long-term assets associated with discontinued operations		295			9,172
Total assets	$	4,437,109		$	4,741,536
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable, trade	$	201,129		$	157,206
Accrued liabilities		301,158			330,551
Deferred revenue		130,569			124,282
Billings on uncompleted contracts in excess of costs and estimated earnings		84,447			130,610
Current liabilities associated with discontinued operations		6,963			15,554
Total current liabilities		724,266			758,203
Long-term debt		1,709,024			1,897,147
Other long-term liabilities		108,711			150,227
Deferred income taxes		139,523			120,424
Long-term liabilities associated with discontinued operations		13,806			13,111
Total liabilities		2,695,330			2,939,112
Commitments and contingencies (Note 13)
Equity:
Preferred stock, $0.01 par value per share; 50,000,000 shares authorized; zero issued		—			—
Common stock, $0.01 par value per share; 250,000,000 shares authorized; 70,000,296 and 69,071,027 shares issued, respectively		700			691
Additional paid-in capital		3,641,147			3,500,292
Accumulated other comprehensive loss		(3,655	)		(20,225	)
Accumulated deficit		(1,941,344	)		(1,667,314	)
Treasury stock — 6,021,405 and 5,841,087 common shares, at cost, respectively		(206,452	)		(203,996	)
Total Exterran stockholders’ equity		1,490,396			1,609,448
Noncontrolling interest		251,383			192,976
Total equity		1,741,779			1,802,424
Total liabilities and equity	$	4,437,109		$	4,741,536

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

EXTERRAN HOLDINGS, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues:
North America contract operations	$	151,402		$	152,007		$	453,211		$	456,682
International contract operations		113,759			111,879			330,384			352,706
Aftermarket services		106,666			82,348			282,506			236,034
Fabrication		332,651			279,389			914,428			800,331
		704,478			625,623			1,980,529			1,845,753
Costs and Expenses:
Cost of sales (excluding depreciation and amortization expense):
North America contract operations		77,639			78,281			233,657			224,467
International contract operations		48,227			46,936			138,959			130,664
Aftermarket services		85,987			73,717			245,058			200,619
Fabrication		303,259			231,716			811,902			674,987
Selling, general and administrative		90,969			88,229			274,442			266,446
Depreciation and amortization		91,018			98,503			274,172			296,466
Long-lived asset impairment		2,310			2,246			4,373			4,698
Restructuring charges		2,941			—			2,941			—
Goodwill impairment		196,142			—			196,142			—
Interest expense		38,672			33,050			110,428			98,592
Equity in loss of non-consolidated affiliates		262			—			262			348
Other (income) expense, net		13,588			(2,941	)		10,223			(7,609	)
		951,014			649,737			2,302,559			1,889,678
Loss before income taxes		(246,536	)		(24,114	)		(322,030	)		(43,925	)
Benefit from income taxes		(33,491	)		(7,083	)		(51,004	)		(10,898	)
Loss from continuing operations		(213,045	)		(17,031	)		(271,026	)		(33,027	)
Income (loss) from discontinued operations, net of tax		(1,502	)		(1,325	)		(4,209	)		48,057
Net income (loss)		(214,547	)		(18,356	)		(275,235	)		15,030
Less: Net (income) loss attributable to the noncontrolling interest		(1,427	)		371			1,205			1,173
Net income (loss) attributable to Exterran stockholders	$	(215,974	)	$	(17,985	)	$	(274,030	)	$	16,203
Basic income (loss) per common share:
Loss from continuing operations attributable to Exterran stockholders	$	(3.42	)	$	(0.27	)	$	(4.31	)	$	(0.51	)
Income (loss) from discontinued operations attributable to Exterran stockholders		(0.02	)		(0.02	)		(0.07	)		0.77
Net income (loss) attributable to Exterran stockholders	$	(3.44	)	$	(0.29	)	$	(4.38	)	$	0.26
Diluted income (loss) per common share:
Loss from continuing operations attributable to Exterran stockholders	$	(3.42	)	$	(0.27	)	$	(4.31	)	$	(0.51	)
Income (loss) from discontinued operations attributable to Exterran stockholders		(0.02	)		(0.02	)		(0.07	)		0.77
Net income (loss) attributable to Exterran stockholders	$	(3.44	)	$	(0.29	)	$	(4.38	)	$	0.26
Weighted average common and equivalent shares outstanding:
Basic		62,728			62,111			62,583			61,969
Diluted		62,728			62,111			62,583			61,969

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

EXTERRAN HOLDINGS, INC.,
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income (loss)	$	(214,547	)	$	(18,356	)	$	(275,235	)	$	15,030
Other comprehensive income (loss), net of tax:
Change in fair value of derivative financial instruments		(4,844	)		2,441			(4,864	)		(534	)
Adjustments from sale of Partnership units		—			—			1,184			—
Amortization of payments to terminate interest rate swaps		5,259			—			14,981			—
Foreign currency translation adjustment		(15,794	)		14,933			392			(984	)
Total other comprehensive income (loss)		(15,379	)		17,374			11,693			(1,518	)
Comprehensive income (loss)		(229,926	)		(982	)		(263,542	)		13,512
Less: Comprehensive loss attributable to the noncontrolling interest		1,851			934			6,082			1,423
Comprehensive income (loss) attributable to Exterran stockholders	$	(228,075	)	$	(48	)	$	(257,460	)	$	14,935

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

EXTERRAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY
(In thousands)
(unaudited)

	Exterran Holdings, Inc. Stockholders
						Accumulated
			Additional			Other
	Common		Paid-in			Comprehensive			Treasury			Accumulated			Noncontrolling
	Stock		Capital			Income (loss)			Stock			Deficit			Interest			Total
Balance at December 31, 2009	$	682	$	3,434,618		$	(27,879	)	$	(201,935	)	$	(1,565,489	)	$	176,862		$	1,816,859
Treasury stock purchased										(2,010	)								(2,010	)
Options exercised		1		767															768
Shares issued in employee stock purchase plan		1		1,873															1,874
Stock-based compensation expense, net of forfeitures		6		16,922												250			17,178
Income tax benefit from stock-based compensation expense				(891	)														(891	)
Net proceeds from sale of Partnership units, net of tax				41,111			881									43,273			85,265
Cash distribution to noncontrolling unitholders of the Partnership																(11,631	)		(11,631	)
Other				(10	)											128			118
Comprehensive income (loss):
Net income (loss)													16,203			(1,173	)		15,030
Derivatives change in fair value, net of tax							(284	)								(250	)		(534	)
Foreign currency translation adjustment							(984	)											(984	)
Balance at September 30, 2010	$	690	$	3,494,390		$	(28,266	)	$	(203,945	)	$	(1,549,286	)	$	207,459		$	1,921,042
Balance at December 31, 2010	$	691	$	3,500,292		$	(20,225	)	$	(203,996	)	$	(1,667,314	)	$	192,976		$	1,802,424
Treasury stock purchased										(2,456	)								(2,456	)
Options exercised				526															526
Shares issued in employee stock purchase plan		1		1,434															1,435
Stock-based compensation, net of forfeitures		8		15,491												89			15,588
Income tax benefit from stock-based compensation expense				(447	)														(447	)
Net proceeds from sale of Partnership units, net of tax				123,904			1,184									92,190			217,278
Cash distribution to noncontrolling unitholders of the Partnership																(27,790	)		(27,790	)
Other				(53	)														(53	)
Comprehensive income (loss):
Net loss													(274,030	)		(1,205	)		(275,235	)
Derivatives change in fair value, net of tax							13									(4,877	)		(4,864	)
Amortization of payments to terminate interest rate swaps, net of tax							14,981												14,981
Foreign currency translation adjustment							392												392
Balance at September 30, 2011	$	700	$	3,641,147		$	(3,655	)	$	(206,452	)	$	(1,941,344	)	$	251,383		$	1,741,779

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

EXTERRAN HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(unaudited)

	Nine Months Ended
	September 30,
	2011			2010
Cash flows from operating activities:
Net income (loss)	$	(275,235	)	$	15,030
Adjustments:
Depreciation and amortization		274,172			296,466
Long-lived asset impairment		4,373			4,698
Goodwill impairment		196,142			—
Deferred financing cost amortization		7,357			3,733
(Income) loss from discontinued operations, net of tax		4,209			(48,057	)
Amortization of debt discount		13,588			12,128
Provision for doubtful accounts		1,350			3,699
Gain on sale of property, plant and equipment		(4,891	)		(5,253	)
Equity in loss of non-consolidated affiliates, net of dividends received		262			348
Interest rate swaps		—			740
Amortization of payments to terminate interest rate swaps		14,981			—
(Gain) loss on remeasurement of intercompany balances		13,686			(2,354	)
Stock-based compensation expense		15,499			17,296
Deferred income tax provision		(82,893	)		(41,936	)
Changes in assets and liabilities:
Accounts receivable and notes		(54,483	)		11,137
Inventory		3,150			85,134
Costs and estimated earnings versus billings on uncompleted contracts		(37,682	)		(72,679	)
Prepaid and other current assets		(10,579	)		19,619
Accounts payable and other liabilities		(8,992	)		32,972
Deferred revenue		8,615			(70,842	)
Other		(9,509	)		(9,842	)
Net cash provided by continuing operations		73,120			252,037
Net cash provided by (used in) discontinued operations		1,336			(3,880	)
Net cash provided by operating activities		74,456			248,157
Cash flows from investing activities:
Capital expenditures		(178,853	)		(168,462	)
Proceeds from sale of property, plant and equipment		39,211			25,500
Cash invested in non-consolidated affiliates		(262	)		(348	)
Net proceeds from the sale of Partnership units		289,908			109,365
Decrease in restricted cash		819			7,436
Net cash provided by (used in) continuing operations		150,823			(26,509	)
Net cash provided by discontinued operations		—			89,509
Net cash provided by investing activities		150,823			63,000
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		1,602,867			856,328
Repayments of long-term debt		(1,804,578	)		(1,158,083	)
Payments for debt issue costs		(8,646	)		—
Proceeds from stock options exercised		526			768
Proceeds from stock issued pursuant to our employee stock purchase plan		1,435			1,874
Purchases of treasury stock		(2,456	)		(2,010	)
Stock-based compensation excess tax benefit		836			1,157
Distributions to noncontrolling partners in the Partnership		(27,790	)		(11,631	)
Net cash used in financing activities		(237,806	)		(311,597	)
Effect of exchange rate changes on cash and equivalents		(2,458	)		(1,938	)
Net decrease in cash and cash equivalents		(14,985	)		(2,378	)
Cash and cash equivalents at beginning of period		44,616			83,745
Cash and cash equivalents at end of period	$	29,631		$	81,367

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7

EXTERRAN HOLDINGS, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of Exterran Holdings, Inc. (“we” or “Exterran”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) 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 accounting principles generally accepted in the U.S. (“GAAP”) are not required in these interim financial statements and have been condensed or omitted. It is the opinion of management that the information furnished includes all adjustments, consisting only of normal recurring adjustments, that are necessary to present fairly our financial position, results of operations and cash flows for the periods indicated.

Revenue Recognition

Revenue from contract operations is recorded when earned, which generally occurs monthly at the time the monthly service is provided to customers in accordance with the contracts. Aftermarket services revenue is recorded as products are delivered and title is transferred or services are performed for the customer.

Fabrication revenue is recognized using the percentage-of-completion method when the applicable criteria are met. We estimate percentage-of-completion for compressor and accessory fabrication on a direct labor hour to total labor hour basis. Production and processing equipment fabrication percentage-of-completion is estimated using the direct labor hour to total labor hour and the cost to total cost basis. The duration of these projects is typically between three and 36 months. Fabrication revenue is recognized using the completed contract method when the applicable criteria of the percentage-of-completion method are not met. Fabrication revenue from a claim is recognized to the extent that costs related to the claim have been incurred, when collection is probable and can be reliably estimated.

Earnings (Loss) Attributable to Exterran Stockholders Per Common Share

Basic income (loss) attributable to Exterran 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 that contain nonforfeitable rights to 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, restricted share awards that contain the right to vote and receive dividends are included in the computation of basic and diluted earnings (loss) per share, unless their effect would be anti-dilutive.

Diluted income (loss) attributable to Exterran 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, 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 table below summarizes income (loss) attributable to Exterran stockholders (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Loss from continuing operations attributable to Exterran stockholders	$	(214,472	)	$	(16,660	)	$	(269,821	)	$	(31,854	)
Income (loss) from discontinued operations, net of tax		(1,502	)		(1,325	)		(4,209	)		48,057
Net income (loss) attributable to Exterran stockholders	$	(215,974	)	$	(17,985	)	$	(274,030	)	$	16,203

8

There were no potential shares of common stock included in computing the dilutive potential shares of common stock used in diluted income (loss) per common share for the three and nine months ended September 30, 2011 and 2010. The table below indicates the potential shares of common stock issuable that were excluded from net dilutive potential shares of common stock issuable as their effect would have been anti-dilutive (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Net dilutive potential common shares issuable:
On exercise of options where exercise price is greater than average market value for the period		3,209		1,334		2,287		1,402
On exercise of options and vesting of restricted stock and restricted stock units		546		629		605		462
On settlement of employee stock purchase plan shares		35		15		20		14
On exercise of warrants		2,808		2,808		2,808		2,808
On conversion of 4.25% convertible senior notes due 2014		15,334		15,334		15,334		15,334
On conversion of 4.75% convertible senior notes due 2014		3,115		3,115		3,115		3,115
Net dilutive potential common shares issuable		25,047		23,235		24,169		23,135

Financial Instruments

Our financial instruments include cash, restricted cash, receivables, payables, interest rate swaps, debt and foreign currency hedges. At September 30, 2011 and December 31, 2010, the estimated fair value of these financial instruments approximated their carrying value as reflected in our consolidated balance sheets. The fair value of our fixed rate debt has been estimated primarily based on quoted market prices. The fair value of our floating rate debt has been estimated based on similar debt transactions that occurred near the valuation dates. A summary of the fair value and carrying value of our debt as of September 30, 2011 and December 31, 2010 is shown in the table below (in thousands):

	As of September 30, 2011				As of December 31, 2010
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Fixed rate debt	$	789,524	$	804,000	$	775,810	$	808,000
Floating rate debt		919,500		916,000		1,121,337		1,101,000
Total debt	$	1,709,024	$	1,720,000	$	1,897,147	$	1,909,000

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.

2. DISCONTINUED OPERATIONS

In May 2009, the Venezuelan government enacted a law that reserves to the State of Venezuela certain assets and services related to hydrocarbon activities, which included substantially all of our assets and services in Venezuela. The law provides that the reserved activities are to be performed by the State, by the State-owned oil company, Petroleos de Venezuela S.A. (“PDVSA”), or its affiliates, or through mixed companies under the control of PDVSA or its affiliates. The law authorizes PDVSA or its affiliates to take possession of the assets and take over control of those operations related to the reserved activities as a step prior to the commencement of an expropriation process, and permits the national executive of Venezuela to decree the total or partial expropriation of shares or assets of companies performing those services.

In June 2009, PDVSA commenced taking possession of our assets and operations in a number of our locations in Venezuela and by the end of the second quarter of 2009, PDVSA had assumed control over substantially all of our assets and operations in Venezuela.

While the law provides that companies whose assets are expropriated in this manner may be compensated in cash or securities, we are unable to predict what, if any, compensation Venezuela will ultimately offer in exchange for any such expropriated assets and, accordingly, we are unable to predict what, if any, compensation we ultimately will receive. We reserve and will continue to reserve the right to seek full compensation for any and all expropriated assets and investments under all applicable legal regimes, including investment treaties and customary international law, as well as to seek resolution through direct discussions with Venezuela and/or PDVSA, which could result in us recording a gain on our investment in future periods. In this connection, on June 16, 2009, our Spanish subsidiary delivered to the

9

Venezuelan government and PDVSA an official notice of dispute relating to the seized assets and investments under the Agreement between Spain and Venezuela for the Reciprocal Promotion and Protection of Investments and under Venezuelan law. On March 23, 2010, our Spanish subsidiary filed a request for the institution of an arbitration proceeding against Venezuela with the International Centre for Settlement of Investment Disputes (“ICSID”) related to the seized assets and investments, which was registered by ICSID on April 12, 2010. The arbitration hearing on jurisdiction and the merits is presently scheduled to take place in July 2012.

We maintained insurance for the risk of expropriation of our investments in Venezuela, subject to a policy limit of $50 million. During the year ended December 31, 2009, we recorded a receivable of $50 million related to this insurance policy because we determined that recovery under this policy of a portion of our loss was probable. We collected the $50 million under our policy in January 2010. Under the terms of the insurance policy, certain compensation we may receive from the Venezuelan government or PDVSA for our expropriated assets, receivables and operations will be applied first to the reimbursement of out-of-pocket expenses incurred by us and the insurance company, second to the insurance company until the $50 million payment has been repaid and third to us.

As a result of PDVSA taking possession of substantially all of our assets and operations in Venezuela, we recorded asset impairments during the year ended December 31, 2009, totaling $329.7 million ($379.7 million excluding the insurance proceeds of $50 million). These charges primarily related to receivables, inventory, fixed assets and goodwill, and are reflected in Income (loss) from discontinued operations. We believe the fair value of our seized Venezuelan operations substantially exceeds the historical cost-based carrying value of the assets, including the goodwill allocable to those operations; however, GAAP requires that our claim be accounted for as a gain contingency with no benefit being recorded until resolved. Accordingly, we did not include any compensation we may receive for our seized assets and operations from Venezuela in recording the loss on expropriation.

The expropriation of our business in Venezuela meets the criteria established for recognition as discontinued operations under accounting standards for presentation of financial statements. Therefore, our Venezuela contract operations and aftermarket services businesses are now reflected as discontinued operations in our consolidated statements of operations.

In January 2010, the Venezuelan government announced a devaluation of the Venezuelan bolivar. This devaluation resulted in a translation gain of approximately $12.2 million on the remeasurement of our net liability position in Venezuela and is reflected in other (income) loss, net in the table below for the nine months ended September 30, 2010. The functional currency of our Venezuela subsidiary is the U.S. dollar and we had more liabilities than assets denominated in bolivars in Venezuela at the time of the devaluation. The exchange rate used to remeasure our net liabilities changed from 2.15 bolivars per U.S. dollar at December 31, 2009 to 4.3 bolivars per U.S. dollar in January 2010.

Our loss (recovery) attributable to expropriation for the three and nine months ended September 30, 2010 includes a benefit of $40.9 million from payments received from PDVSA and its affiliates as consideration for the fixed assets for two projects. These payments relate to the recovery of the loss we recognized on the value of the equipment for these projects in the second quarter of 2009.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues	$	—		$	384		$	—		$	964
Expenses and selling, general and administrative		388			696			979			2,438
Loss (recovery) attributable to expropriation		677			253			2,138			(39,959	)
Other (income) loss, net		—			(30	)		(150	)		(12,093	)
Provision for income taxes		437			790			1,242			2,521
Income (loss) from discontinued operations, net of tax	$	(1,502	)	$	(1,325	)	$	(4,209	)	$	48,057

10

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

	September 30,		December 31,
	2011		2010
Cash	$	527	$	754
Accounts receivable		8		434
Inventory		1,017		1,077
Other current assets		2,770		3,653
Total current assets associated with discontinued operations		4,322		5,918
Property, plant and equipment, net		—		502
Other long-term assets		295		8,670
Total assets associated with discontinued operations	$	4,617	$	15,090
Accounts payable	$	637	$	801
Accrued liabilities		4,827		13,932
Deferred revenues		1,499		821
Total current liabilities associated with discontinued operations		6,963		15,554
Other long-term liabilities		13,806		13,111
Total liabilities associated with discontinued operations	$	20,769	$	28,665

3. INVENTORY

Inventory, net of reserves, consisted of the following amounts (in thousands):

	September 30,		December 31,
	2011		2010
Parts and supplies	$	227,939	$	244,618
Work in progress		124,722		116,371
Finished goods		31,228		35,298
Inventory, net of reserves	$	383,889	$	396,287

As of September 30, 2011 and December 31, 2010, we had inventory reserves of $17.2 million and $18.3 million, respectively.

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in thousands):

	September 30,			December 31,
	2011			2010
Compression equipment, facilities and other fleet assets	$	4,240,228		$	4,302,483
Land and buildings		175,441			166,273
Transportation and shop equipment		242,307			225,073
Other		149,765			142,770
		4,807,741			4,836,599
Accumulated depreciation		(1,812,027	)		(1,743,947	)
Property, plant and equipment, net	$	2,995,714		$	3,092,652

5. INVESTMENTS IN NON-CONSOLIDATED AFFILIATES

Investments in affiliates that are not controlled by Exterran but where we have the ability to exercise significant influence over the operations are accounted for using the equity method. Our equity method investments are primarily comprised of entities that own, operate, service and maintain compression and other related facilities.

Our ownership interest and location of each equity method investee at September 30, 2011 is as follows:

	Ownership
	Interest			Location	Type of Business
PIGAP II		30.0	%	Venezuela	Gas Compression Plant
El Furrial		33.3	%	Venezuela	Gas Compression Plant

11

Due to lack of payments from their only customer, PDVSA, PIGAP II and El Furrial each sent a notice of default to PDVSA in April 2009. PIGAP II’s and El Furrial’s debt was in technical default triggered by past due payments from their sole customer under their related services contracts. As a result of PDVSA’s nonpayment, in March 2009 these joint ventures recorded impairments on their assets. Accordingly, we reviewed our expected cash flows related to these two joint ventures and determined in March 2009 that the fair value of our investment in PIGAP II and El Furrial had declined and that we had a loss in our investment that was not temporary. Therefore, we recorded an impairment charge of $90.1 million ($81.7 million net of tax) to write-off our investments in PIGAP II and El Furrial. These impairment charges are reflected as a charge in equity in (income) loss of non-consolidated affiliates in our consolidated statements of operations. In May 2009, PDVSA assumed control over the assets of PIGAP II and El Furrial and transitioned the operations of PIGAP II and El Furrial, including the hiring of their employees, to PDVSA. Our non-consolidated affiliates reserve and will continue to reserve the right to seek full compensation for any and all expropriated assets and investments under all applicable legal regimes, including investment treaties and customary international law, as well as to seek resolution through direct discussions with Venezuela and/or PDVSA, which could result in us recording a gain on our investment in future periods. However, we are unable to predict what, if any, compensation we ultimately will receive or when we may receive any such compensation. In this connection, on March 25, 2011, Wilpro Energy Services (El Furrial) Limited and Wilpro Energy Services (Pigap II) Limited, together with the Netherland’s parent company of our venture partners, filed a request for the institution of an arbitration proceeding against Venezuela with ICSID related to the seized assets and investments, which was registered by ICSID on April 20, 2011.

Because the assets and operations of our investments in our remaining non-consolidated affiliates have been expropriated, we currently do not expect to have any meaningful equity earnings in non-consolidated affiliates in the future from these investments, excluding any compensation we may receive related to the expropriation.

6. LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	September 30,		December 31,
	2011		2010
Revolving credit facility due August 2016	$	375,500	$	—
Revolving credit facility due August 2012		—		50,395
Term loan		—		615,943
2007 asset-backed securitization facility notes due July 2012		—		6,000
Partnership’s revolving credit facility due November 2015		394,000		299,000
Partnership’s term loan facility due November 2015		150,000		150,000
4.25% convertible senior notes due June 2014 (presented net of the unamortized discount of $59.6 million and $73.2 million, respectively)		295,414		281,827
4.75% convertible senior notes due January 2014		143,750		143,750
7.25% senior notes due December 2018		350,000		350,000
Other, interest at various rates, collateralized by equipment and other assets		360		232
Long-term debt	$	1,709,024	$	1,897,147

In July 2011, we entered into a credit agreement providing for a new five-year, $1.1 billion senior secured revolving credit facility (the “2011 Credit Facility”), which matures in July 2016 and replaced our former senior secured credit facility. We incurred approximately $7.8 million in transaction costs related to the 2011 Credit Facility. These costs are included in Intangible and other assets, net and amortized over the facility term. As a result of the termination of our former senior secured credit facility, we expensed approximately $1.6 million of unamortized deferred financing costs associated with our former senior secured credit facility in the third quarter of 2011, which is reflected in Interest expense in our condensed consolidated statements of operations.

Concurrently with the execution of the new credit agreement, we borrowed $387.3 million under the 2011 Credit Facility and used the proceeds to (i) repay the entire amount outstanding under our former senior secured credit facility and terminate that facility and (ii) pay customary fees and other expenses relating to the 2011 Credit Facility. Borrowings under the 2011 Credit Facility bear interest at a base rate or LIBOR, at our option, plus an applicable margin. Depending on our Total Leverage Ratio (as defined in the credit agreement), the applicable margin for revolving loans varies (i) in the case of LIBOR loans, from 1.50% to 2.50% and (ii) in the case of base rate loans, from 0.50% to 1.50%. The base rate is the highest of the prime rate announced by Wells Fargo Bank, National Association, the Federal Funds Rate plus 0.5% and one-month LIBOR plus 1.0%.

Our Significant Domestic Subsidiaries (as defined in the credit agreement) guarantee the debt under the 2011 Credit Facility. Borrowings under the 2011 Credit Facility are secured by substantially all of the personal property assets and certain real property assets of us and our Significant Domestic Subsidiaries, including all of the equity interests of our U.S. subsidiaries (other than certain excluded subsidiaries) and 65% of the equity interests in certain of our first-tier foreign subsidiaries. Exterran Partners, L.P. (the “Partnership”) does not guarantee the debt under the 2011 Credit Facility, its assets are not collateral under the 2011 Credit Facility and the general partner units in the Partnership are not pledged under the 2011 Credit Facility. Subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the 2011 Credit Facility may be increased by up to an additional $300 million.

The credit agreement contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on our ability to incur additional indebtedness, enter into transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens,

12

repurchase equity and pay dividends and distributions. We are also subject to financial covenants, including a ratio of Adjusted EBITDA (as defined in the credit agreement) to Total Interest Expense (as defined in the credit agreement) of not less than 2.25 to 1.0, a ratio of consolidated Total Debt (as defined in the credit agreement) to Adjusted EBITDA of not greater than 5.0 to 1.0 and a ratio of Senior Secured Debt (as defined in the credit agreement) to Adjusted EBITDA of not greater than 4.0 to 1.0.

In March 2011, we repaid the $6.0 million outstanding balance under our asset-backed securitization facility (the “2007 ABS Facility”) and terminated that facility. As a result of the termination of the 2007 ABS Facility, we expensed $1.4 million of unamortized deferred financing costs, which is reflected in Interest expense in our condensed consolidated statements of operations for the nine months ended September 30, 2011.

In June 2009, we issued under a shelf registration statement $355.0 million aggregate principal amount of 4.25% convertible senior notes due June 2014 (the “4.25% Notes”). The 4.25% Notes are convertible upon the occurrence of certain conditions into shares of our common stock at an initial conversion rate of 43.1951 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to an initial conversion price of approximately $23.15 per share of common stock. The conversion rate will be subject to adjustment following certain dilutive events and certain corporate transactions. The value of the shares the 4.25% Notes can be converted into did not exceed their principal amount as of September 30, 2011. We may not redeem the 4.25% Notes prior to their maturity date.

GAAP requires that the liability and equity components of certain convertible debt instruments that may be settled in cash upon conversion be separately accounted for in a manner that reflects an issuer’s nonconvertible debt borrowing rate. Upon issuance of our 4.25% Notes, $97.9 million was recorded as a debt discount and reflected in equity related to the convertible feature of these notes. The discount on the 4.25% Notes will be amortized using the effective interest method through June 30, 2014. During each of the three month periods ended September 30, 2011 and 2010, we recognized $3.8 million of interest expense related to the contractual interest coupon. During each of the nine month periods ended September 30, 2011 and 2010, we recognized $11.3 million of interest expense related to the contractual interest coupon. During the three months ended September 30, 2011 and 2010, we recognized $4.7 million and $4.2 million, respectively, of amortization of the debt discount. During the nine months ended September 30, 2011 and 2010, we recognized $13.6 million and $12.1 million, respectively, of amortization of the debt discount. The effective interest rate on the debt component of these notes was 11.67%.

As of September 30, 2011, we had $375.5 million in outstanding borrowings under our revolving credit facility and $216.6 million in letters of credit outstanding under our revolving credit facility. At September 30, 2011, we had undrawn capacity of $507.9 million under our revolving credit facility. Our senior secured credit agreement limits our Total Debt to EBITDA ratio to not greater than 5.0 to 1.0. Due to this limitation, $196.4 million of the $507.9 million of undrawn capacity under our revolving credit facility was available for additional borrowings as of September 30, 2011.

On November 3, 2010, the Partnership, as guarantor, and EXLP Operating LLC, a wholly-owned subsidiary of the Partnership, as borrower, entered into an amendment and restatement of their senior secured credit agreement (as so amended and restated, the “Partnership Credit Agreement”) to provide for a new five-year, $550 million senior secured credit facility consisting of a $400 million revolving credit facility and a $150 million term loan facility. In March 2011, the revolving borrowing capacity under this facility was increased by $150.0 million to $550.0 million.

As of September 30, 2011, the Partnership had $156.0 million of undrawn capacity under its revolving credit facility.

7. ACCOUNTING FOR DERIVATIVES

We are exposed to market risks primarily associated with changes in interest rates and foreign currency exchange rates. We use derivative financial instruments to minimize the risks and/or costs associated with financial activities by managing our exposure to interest rate fluctuations on a portion of our debt obligations. We also use derivative financial instruments to minimize the risks caused by currency fluctuations in certain foreign currencies. We do not use derivative financial instruments for trading or other speculative purposes.

Interest Rate Risk

At September 30, 2011, we were a party to interest rate swaps pursuant to which we pay fixed payments and receive floating payments on a notional value of $815.0 million. We entered into these swaps to offset changes in expected cash flows due to fluctuations in the associated variable interest rates. Our interest rate swaps expire over varying dates, with interest rate swaps having a notional amount

13

of $565.0 million expiring on or before August 2012 and the remaining interest rate swaps expiring through November 2015. As of September 30, 2011, the weighted average effective fixed interest rate on our interest rate swaps was 3.4%. We have designated these interest rate swaps as cash flow hedging instruments so that any change in their fair values is recognized as a component of comprehensive income (loss) and is included in accumulated other comprehensive income (loss) to the extent the hedge is effective. The swap terms substantially coincide with the hedged item and are expected to offset changes in expected cash flows due to fluctuations in the variable rate, and therefore we currently do not expect a significant amount of ineffectiveness on these hedges. We perform quarterly calculations to determine whether the swap agreements are still effective and to calculate any ineffectiveness. We recorded no ineffectiveness in the three and nine months ended September 30, 2011. We recorded approximately $17,000 and $0.2 million of interest expense for the three and nine months ended September 30, 2010, respectively, due to the ineffectiveness related to these swaps. We estimate that approximately $20.1 million of deferred pre-tax losses attributable to existing interest rate swaps and included in our accumulated other comprehensive loss at September 30, 2011, will be reclassified into earnings as interest expense at then-current values during the next twelve months as the underlying hedged transactions occur. Cash flows from derivatives designated as hedges are classified in our consolidated statements of cash flows under the same category as the cash flows from the underlying assets, liabilities or anticipated transactions.

In the fourth quarter of 2010, we paid $43.0 million to terminate interest rate swap agreements with a total notional value of $585.0 million and a weighted average effective fixed interest rate of 4.6%. These swaps qualified for hedge accounting and were previously included on our balance sheet as a liability and in accumulated other comprehensive income (loss). The liability was paid in connection with the termination, and the associated amount in accumulated other comprehensive income (loss) will be amortized into interest expense over the original term of the swaps. We estimate that $15.4 million of deferred pre-tax losses from these terminated interest rate swaps will be amortized into interest expense during the next twelve months.

Foreign Currency Exchange Risk

We operate in approximately 30 countries throughout the world, and a fluctuation in the value of the currencies of these countries relative to the U.S. dollar could impact our profits from international operations and the value of the net assets of our international operations when reported in U.S. dollars in our financial statements. From time to time we may enter into foreign currency hedges to reduce our foreign exchange risk associated with cash flows we will receive in a currency other than the functional currency of the local Exterran affiliate that entered into the contract. The impact of foreign currency exchange on our consolidated statements of operations will depend on the amount of our net asset and liability positions exposed to currency fluctuations in future periods.

Foreign currency swaps or forward contracts that meet the hedging requirements or that qualify for hedge accounting treatment are accounted for as cash flow hedges and changes in the fair value are recognized as a component of comprehensive income (loss) to the extent the hedge is effective. The amounts recognized as a component of other comprehensive income (loss) will be reclassified into earnings (loss) in the periods in which the underlying foreign currency exchange transaction is recognized and are included under the same category as the income or loss from the underlying assets, liabilities, or anticipated transactions in our consolidated statements of operations. For foreign currency swaps and forward contracts that do not qualify for hedge accounting treatment, changes in fair value and gains and losses on settlement are included under the same category as the income or loss from the underlying assets, liabilities or anticipated transactions in our consolidated statements of operations.

The following tables present the effect of derivative instruments on our consolidated financial position and results of operations (in thousands):

	September 30, 2011
		Fair Value
	Balance Sheet Location	Asset (Liability)
Derivatives designated as hedging instruments:
Interest rate hedges	Accrued liabilities	$	(20,099	)
Interest rate hedges	Other long-term liabilities		(5,086	)
Total derivatives		$	(25,185	)

14

	December 31, 2010
		Fair Value
	Balance Sheet Location	Asset (Liability)
Derivatives designated as hedging instruments:
Interest rate hedges	Intangibles and other assets	$	5,769
Interest rate hedges	Accrued liabilities		(24,432	)
Interest rate hedges	Other long-term liabilities		(10,362	)
Foreign currency hedge	Accrued liabilities		(462	)
Total derivatives		$	(29,487	)

Three Months Ended September 30, 2011

Nine Months Ended September 30, 2011

Location of Gain

Gain (Loss)

Location of Gain

Gain (Loss)

(Loss)

Reclassified

(Loss)

Reclassified

Reclassified from

from

Reclassified from

from

Gain (Loss)

Accumulated

Accumulated

Gain (Loss)

Accumulated

Accumulated

Recognized in

Other

Other

Recognized in

Other

Other

Other

Comprehensive

Comprehensive

Other

Comprehensive

Comprehensive

Comprehensive

Income

Income (Loss)

Comprehensive

Income

Income (Loss)

Income (Loss) on

(Loss) into Income

into Income

Income (Loss)

(Loss) into Income

into Income

Derivatives

(Loss)

(Loss)

on Derivatives

(Loss)

(Loss)

Derivatives designated as cash flow hedges:

Interest rate hedges

$

(11,457

)

Interest expense

$

(11,872

)

$

(25,440

)

Interest expense

$

(35,967

)

Foreign currency hedge

—

Fabrication revenue

—

—

Fabrication revenue

410

Total

$

(11,457

)

$

(11,872

)

$

(25,440

)

$

(35,557

)

Three Months Ended September 30, 2010

Nine Months Ended September 30, 2010

Location of Gain

Gain (Loss)

Location of Gain

Gain (Loss)

(Loss)

Reclassified

(Loss)

Reclassified

Reclassified from

from

Reclassified from

from

Gain (Loss)

Accumulated

Accumulated

Gain (Loss)

Accumulated

Accumulated

Recognized in

Other

Other

Recognized in

Other

Other

Other

Comprehensive

Comprehensive

Other

Comprehensive

Comprehensive

Comprehensive

Income

Income (Loss)

Comprehensive

Income

Income (Loss)

Income (Loss) on

(Loss) into Income

into Income

Income (Loss)

(Loss) into Income

into Income

Derivatives

(Loss)

(Loss)

on Derivatives

(Loss)

(Loss)

Derivatives designated as cash flow hedges:

Interest rate hedges

$

(13,560

)

Interest expense

$

(13,918

)

$

(42,622

)

Interest expense

$

(42,377

)

Foreign currency hedge

4,040

Fabrication revenue

1,957

(3,808

)

Fabrication revenue

(3,519

)

Total

$

(9,520

)

$

(11,961

)

$

(46,430

)

$

(45,896

)

The counterparties to our derivative agreements are major international financial institutions. We monitor the credit quality of these financial institutions and do not expect non-performance by any counterparty, although such non-performance could have a material adverse effect on us. We have no specific collateral posted for our derivative instruments. The counterparties to our interest rate swaps are also lenders under our credit facilities and, in that capacity, share proportionally in the collateral pledged under the related facility.

8. FAIR VALUE MEASUREMENTS

The accounting standard for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

• Level 1 — Quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.

• Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered market makers.

• Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.

15

The following table summarizes the valuation of our interest rate swaps and impaired assets as of and for the nine months ended September 30, 2011, with pricing levels as of the date of valuation (in thousands):

				Quoted
				Market
				Prices in		Significant			Significant
				Active		Other			Unobservable
				Markets		Observable			Inputs
	Total			(Level 1)		Inputs (Level 2)			(Level 3)
Interest rate swaps asset (liability)	$	(25,185	)	$	—	$	(25,185	)	$	—
Impaired long-lived assets		834			—		—			834
Aftermarket services goodwill		—			—		—			—
Fabrication goodwill		—			—		—			—

The following table summarizes the valuation of our interest rate swaps, foreign currency derivatives and impaired assets as of and for the nine months ended September 30, 2010, with pricing levels as of the date of valuation (in thousands):

				Quoted
				Market
				Prices in		Significant			Significant
				Active		Other			Unobservable
				Markets		Observable			Inputs
	Total			(Level 1)		Inputs (Level 2)			(Level 3)
Interest rate swaps asset (liability)	$	(83,927	)	$	—	$	(83,927	)	$	—
Foreign currency derivatives asset (liability)		(211	)		—		(211	)		—
Impaired long-lived assets		555			—		—			555

On a quarterly basis, our interest rate swaps and foreign currency derivatives are recorded at fair value utilizing a combination of the market approach and income approach to estimate fair value. Our estimate of the fair value of the impaired long-lived assets was based on the estimated component value of the equipment that we plan to use. See Note 9 for a discussion of the valuation methodology we used related to the goodwill impairments.

9. GOODWILL

Goodwill acquired in connection with business combinations represents the excess of consideration over the fair value of tangible and identifiable intangible net assets acquired. Certain assumptions and estimates are employed in determining the fair value of assets acquired and liabilities assumed, as well as in determining the allocation of goodwill to the appropriate reporting units.

We perform our goodwill impairment test in the fourth quarter of every year, or whenever events indicate impairment may have occurred, to determine if the estimated recoverable value of each of our reporting units exceeds the net carrying value of the reporting unit, including the applicable goodwill.

The first step in performing a goodwill impairment test is to compare the estimated fair value of each reporting unit with its recorded net book value (including the goodwill). If the estimated fair value of the reporting unit is higher than the recorded net book value, no impairment is deemed to exist and no further testing is required. If, however, the estimated fair value of the reporting unit is below the recorded net book value, then a second step must be performed to determine the goodwill impairment required, if any. In this second step, the estimated fair value from the first step is used as the purchase price in a hypothetical acquisition of the reporting unit. Purchase business combination accounting rules are followed to determine a hypothetical purchase price allocation to the reporting unit’s assets and liabilities. The residual amount of goodwill that results from this hypothetical purchase price allocation is compared to the recorded amount of goodwill for the reporting unit, and the recorded amount is written down to the hypothetical amount, if lower.

Because quoted market prices for our reporting units are not available, management must apply judgment in determining the estimated fair value of these reporting units for purposes of performing the annual goodwill impairment test. Management uses all available information to make these fair value determinations, including the present values of expected future cash flows using discount rates commensurate with the risks involved in the assets.

As a result of the level of decline in our stock price and corresponding market capitalization in the third quarter of 2011, we performed a goodwill impairment test of our aftermarket services and fabrication reporting units’ goodwill as of September 30, 2011. We determined the fair value of these reporting units using the expected present value of future cash flows. This decline in our market capitalization led us to increase the estimate of the market’s implied weighted average cost of capital and reduce the present value of the forecasted cash flows. The test indicated that our aftermarket services and fabrication reporting units’ goodwill was impaired and therefore we recorded a full impairment of the goodwill associated with these reporting units in the third quarter of 2011.

16

The table below presents the change in the net carrying amount of goodwill for the nine months ended September 30, 2011 (in thousands):

	North America			International
	contract			contract			Aftermarket
	operations			operations			services			Fabrication			Total
Balance as of December 31, 2010:
Goodwill	$	1,148,371		$	150,778		$	63,095		$	221,154		$	1,583,398
Accumulated impairment losses		(1,148,371	)		(150,778	)		—			(87,569	)		(1,386,718	)
		—			—			63,095			133,585			196,680
Goodwill acquired during year		—			—			—			—			—
Impairment losses		—			—			(62,852	)		(133,290	)		(196,142	)
Impact of foreign currency translation		—			—			(243	)		(295	)		(538	)
Purchase adjustments		—			—			—			—			—
Balance as of September 30, 2011:
Goodwill		1,148,371			150,778			62,852			220,859			1,582,860
Accumulated impairment losses		(1,148,371	)		(150,778	)		(62,852	)		(220,859	)		(1,582,860	)
	$	—		$	—		$	—		$	—		$	—

10. LONG-LIVED ASSET IMPAIRMENT

During the nine months ended September 30, 2011 and 2010, we reviewed the idle compression assets used in our contract operations segments for units that are not of the type, configuration, make or model that are cost efficient to maintain and operate. We performed a cash flow analysis of the expected proceeds from the salvage value of these units to determine the fair value of the assets. The net book value of these assets exceeded the fair value by $4.4 million and $4.7 million, respectively, for the nine months ended September 30, 2011 and 2010 and was recorded as a long-lived asset impairment.

11. RESTRUCTURING CHARGES

On October 10, 2011, our management approved a workforce cost reduction program across all of our business segments as a first step in a broader overall profit improvement initiative. These actions are the result of a review of our cost structure aimed at identifying ways to reduce our on-going operating costs and to adjust the size of our workforce to be consistent with current and expected activity levels. We expect that a significant portion of the workforce cost reduction program will be completed in the fourth quarter of 2011, with the remainder completed in the first half of 2012.

During the three months ended September 30, 2011, we incurred $2.9 million of restructuring charges that were related to consulting services and termination benefits. These charges are reflected as Restructuring charges in our consolidated statements of operations. We currently estimate that we will incur additional charges with respect to the workforce cost reduction program discussed above of approximately $11 million to $14 million. Approximately $8 million to $11 million of the expected additional charges are severance and employee benefit costs, approximately $2 million is related to consulting services and the remaining amount is for other facility closure and moving costs. Of the total estimated charges, approximately $11 million to $14 million will result in cash expenditures. No cash expenditures were made in the three months ended September 30, 2011.

17

12. STOCK-BASED COMPENSATION

Stock Incentive Plan

In August 2007, we adopted the Exterran Holdings, Inc. 2007 Stock Incentive Plan (as amended and restated, the “2007 Plan”) that provides for the granting of stock-based awards in the form of options, restricted stock, restricted stock units, stock appreciation rights and performance awards to our employees and directors. In May 2011, our stockholders approved an amendment to the 2007 Plan that increased the aggregate number of shares of common stock that may be issued under the 2007 Plan to 12,500,000 from 9,750,000. Each option and stock appreciation right granted counts as one share against the aggregate share limit, and each share of restricted stock and restricted stock unit granted counts as two shares against the aggregate share limit. Awards granted under the 2007 Plan that are subsequently cancelled, terminated or forfeited are available for future grant.

Stock Options

Under the 2007 Plan, stock options are granted at fair market value at the date of grant, are exercisable in accordance with the vesting schedule established by the compensation committee of our board of directors in its sole discretion and expire no later than seven years after the date of grant. Options generally vest 33 1/3% on each of the first three anniversaries of the grant date.

The weighted average fair value at date of grant for options granted during the nine months ended September 30, 2011 was $8.36, and was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	Nine Months
	Ended
	September 30, 2011
Expected life in years		4.5
Risk-free interest rate		1.92	%
Volatility		41.08	%
Dividend yield		0.00	%

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for a period commensurate with the estimated expected life of the stock options. Expected volatility is based on the historical volatility of our stock over the period commensurate with the expected life of the stock options and other factors. We have not historically paid a dividend and do not expect to pay a dividend during the expected life of the stock options.

18

The following table presents stock option activity for the nine months ended September 30, 2011 (in thousands, except per share data and remaining life in years):

						Weighted
				Weighted		Average		Aggregate
	Stock			Average		Remaining		Intrinsic
	Options			Exercise Price		Life		Value
Options outstanding, December 31, 2010		3,124		$	31.20
Granted		375			22.84
Exercised		(33	)		16.16
Cancelled		(256	)		34.13
Options outstanding, September 30, 2011		3,210			30.14		4.2	$	—
Options exercisable, September 30, 2011		2,180			34.25		3.5		—

Intrinsic value is the difference between the market value of our stock and the exercise price of each option multiplied by the number of options outstanding for those options where the market value exceeds their exercise price. The total intrinsic value of stock options exercised during the nine months ended September 30, 2011 was $0.2 million. As of September 30, 2011, $5.6 million of unrecognized compensation cost related to unvested stock options is expected to be recognized over the weighted-average period of 1.5 years.

Restricted Stock and Restricted Stock Units

For grants of restricted stock and restricted stock units, we recognize compensation expense over the vesting period equal to the fair value of our common stock at the date of grant. Our restricted stock and restricted stock unit grants generally vest 33 1/3% on each of the first three anniversaries of the grant date.

The following table presents restricted stock and restricted stock unit activity for the nine months ended September 30, 2011 (in thousands, except per share data):

				Weighted
				Average
				Grant-Date
				Fair Value
	Shares			Per Share
Non-vested restricted stock and restricted stock units, December 31, 2010		1,421		$	23.20
Granted		898			22.48
Vested		(596	)		26.16
Cancelled		(105	)		21.92
Non-vested restricted stock and restricted stock units, September 30, 2011		1,618			21.79

As of September 30, 2011, $25.4 million of unrecognized compensation cost related to unvested restricted stock and restricted stock units is expected to be recognized over the weighted-average period of 2.0 years.

19

Our compensation committee’s general practice has been to grant equity-based awards once a year, in late February or early March after fourth quarter earnings information for the prior year has been released for at least two full trading days. The schedule for making equity-based awards is typically established several months in advance, and is not set based on knowledge of material nonpublic information or in response to our stock price. This practice results in awards being granted on a regular, predictable annual cycle, after annual earnings information has been disseminated to the marketplace. Equity-based awards are occasionally granted at other times during the year, such as upon the hiring of a new employee or following the promotion of an employee. In some instances, the compensation committee may be aware, at the time grants are made, of matters or potential developments that are not ripe for public disclosure at that time but that may result in public announcement of material information at a later date. In March 2011, the compensation committee of our board of directors authorized annual long-term incentive awards of stock options, restricted stock, restricted stock units and performance shares to our executive officers, other employees and non-employee directors.

Employee Stock Purchase Plan

In August 2007, we adopted the Exterran Holdings, Inc. Employee Stock Purchase Plan (“ESPP”), which is intended to provide employees with an opportunity to participate in our long-term performance and success through the purchase of shares of common stock at a price that may be less than fair market value. The ESPP is designed to comply with Section 423 of the Internal Revenue Code of 1986, as amended. Each quarter, an eligible employee may elect to withhold a portion of his or her salary up to the lesser of $25,000 per year or 10% of his or her eligible pay to purchase shares of our common stock at a price equal to 85% to 100% of the fair market value of the stock as of the first trading day of the quarter, the last trading day of the quarter or the lower of the first trading day of the quarter and the last trading day of the quarter, as the compensation committee of our board of directors may determine. The ESPP will terminate on the date that all shares of common stock authorized for sale under the ESPP have been purchased, unless it is extended. In May 2011, our stockholders approved an amendment to the ESPP that increased the aggregate number of shares of common stock available for purchase under the ESPP to 1,000,000. At September 30, 2011, 545,077 shares remained available for purchase under the ESPP. Our ESPP is compensatory and, as a result, we record an expense on our consolidated statements of operations related to the ESPP. Since July 2009, the purchase discount under the ESPP has been 5% of the fair market value of our common stock on the first trading day of the quarter or the last trading day of the quarter, whichever is lower.

Partnership Long-Term Incentive Plan

The Partnership has a long-term incentive plan that was adopted by Exterran GP LLC, the general partner of the Partnership’s general partner, in October 2006 for employees, directors and consultants of the Partnership, us or our respective affiliates. The long-term incentive plan currently permits the grant of awards covering an aggregate of 1,035,378 common units, common unit options, restricted units and phantom units. The long-term incentive plan is administered by the board of directors of Exterran GP LLC or a committee thereof (the “Plan Administrator”).

Unit options will have an exercise price that is not less than the fair market value of a common unit on the date of grant and will become exercisable over a period determined by the Plan Administrator. Phantom units are notional units that entitle the grantee to receive a common unit upon the vesting of the phantom unit or, at the discretion of the Plan Administrator, cash equal to the fair value of a common unit.

Partnership Phantom Units

The following table presents phantom unit activity for the nine months ended September 30, 2011:

				Weighted
				Average
				Grant-Date
	Phantom			Fair Value
	Units			per Unit
Phantom units outstanding, December 31, 2010		98,537		$	19.23
Granted		20,851			28.50
Vested		(45,634	)		19.04
Cancelled		(851	)		18.60
Phantom units outstanding, September 30, 2011		72,903			22.01

As of September 30, 2011, $1.1 million of unrecognized compensation cost related to unvested phantom units is expected to be recognized over the weighted-average period of 1.5 years.

20

13. COMMITMENTS AND CONTINGENCIES

We have issued the following guarantees that are not recorded on our accompanying balance sheet (dollars in thousands):

			Maximum Potential
			Undiscounted
			Payments as of
	Term		September 30, 2011
Performance guarantees through letters of credit(1)		2011-2015	$	246,900
Standby letters of credit		2011-2014		16,417
Commercial letters of credit		2011-2012		610
Bid bonds and performance bonds(1)		2011-2021		127,063
Maximum potential undiscounted payments			$	390,990

(1) We have issued guarantees to third parties to ensure performance of our obligations, some of which may be fulfilled by third parties.

As part of our acquisition of Production Operators Corporation in 2001, we may be required to make contingent payments of up to $46 million to the seller, depending on our realization of certain U.S. federal tax benefits through the year 2015. To date, we have not realized any such benefits that would require a payment and we do not anticipate realizing any such benefits that would require a payment before the year 2013.

See Note 2 and Note 5 for a discussion of gain contingencies related to assets and investments that were expropriated in Venezuela.

Our business can be hazardous, involving unforeseen circumstances such as uncontrollable flows of natural gas or well fluids and fires or explosions. As is customary in our industry, we review our safety equipment and procedures and carry insurance against some, but not all, risks of our business. Our insurance coverage includes property damage, general liability and commercial automobile liability and other coverage we believe is appropriate. In addition, we have a minimal amount of insurance on our offshore assets. We believe that our insurance coverage is customary for the industry and adequate for our business; however, losses and liabilities not covered by insurance would increase our costs.

Additionally, we are substantially self-insured for worker’s compensation and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Losses up to the deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages.

In the ordinary course of business, we are involved in various pending or threatened legal actions. While management is unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from these actions will not have a material effect on our consolidated financial position, results of operations or cash flows. Because of the inherent uncertainty of litigation, however, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial position, results of operations or cash flows for the period in which the resolution occurs.

14. RECENT ACCOUNTING DEVELOPMENTS

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an update to existing guidance on revenue recognition for arrangements with multiple deliverables. This update addresses accounting for multiple-deliverable arrangements to enable vendors to account for deliverables separately. The guidance establishes a selling price hierarchy for determining the selling price of a deliverable. This update requires expanded disclosures for multiple deliverable revenue arrangements. The update is effective for us for revenue arrangements entered into or materially modified on or after January 1, 2011. Our adoption of this new guidance on January 1, 2011 did not have a material impact on our condensed consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations. This standard update clarifies that, when presenting comparative financial statements, public companies should disclose revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The update is effective prospectively for business combinations

21

entered into in fiscal years beginning on or after December 15, 2010. Our adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.

In May 2011, the FASB issued an update to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This update changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This update is effective for interim and annual periods beginning on or after December 15, 2011. We do not believe the adoption of this update will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued an update on the presentation of other comprehensive income. Under this update, entities will be required to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The current option to report other comprehensive income and its components in the statement of changes in equity has been eliminated. This update is effective for interim and annual periods beginning on or after December 15, 2011. We do not believe the adoption of this update will have a material impact on our consolidated financial statements.

In September 2011, the FASB issued an update allowing entities to use a qualitative approach to test goodwill for impairment. Under this update, entities are permitted to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not believe the adoption of this update will have a material impact on our consolidated financial statements.

15. REPORTABLE SEGMENTS

We manage our business segments primarily based upon the type of product or service provided. We have four principal industry segments: North America contract operations, international contract operations, aftermarket services and fabrication. The North America and international contract operations segments primarily provide natural gas compression services, production and processing equipment services and maintenance services to meet specific customer requirements on Exterran-owned assets. The aftermarket services segment provides a full range of services to support the surface production, compression and processing needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets. The fabrication segment involves (i) design, engineering, installation, fabrication and sale of natural gas compression units and accessories and equipment used in the production, treating and processing of crude oil and natural gas and (ii) engineering, procurement and fabrication services primarily related to the manufacturing of critical process equipment for refinery and petrochemical facilities, the fabrication of tank farms and the construction of evaporators and brine heaters for desalination plants.

We evaluate the performance of our segments based on gross margin for each segment. Revenues include only sales to external customers. We do not include intersegment sales when we evaluate the performance of our segments.

22

The following table presents sales and other financial information by industry segment for the three and nine months ended September 30, 2011 and 2010 (in thousands):

	North
	America		International						Reportable
	Contract		Contract		Aftermarket				Segments
Three months ended	Operations		Operations		Services		Fabrication		Total
September 30, 2011:
Revenue from external customers	$	151,402	$	113,759	$	106,666	$	332,651	$	704,478
Gross margin(1)		73,763		65,532		20,679		29,392		189,366
September 30, 2010:
Revenue from external customers	$	152,007	$	111,879	$	82,348	$	279,389	$	625,623
Gross margin(1)		73,726		64,943		8,631		47,673		194,973

	North
	America		International						Reportable
	Contract		Contract		Aftermarket				Segments
Nine months ended	Operations		Operations		Services		Fabrication		Total
September 30, 2011:
Revenue from external customers	$	453,211	$	330,384	$	282,506	$	914,428	$	1,980,529
Gross margin(1)		219,554		191,425		37,448		102,526		550,953
September 30, 2010:
Revenue from external customers	$	456,682	$	352,706	$	236,034	$	800,331	$	1,845,753
Gross margin(1)		232,215		222,042		35,415		125,344		615,016

(1) Gross margin, a non-GAAP financial measure, is reconciled to net income (loss) below.

We define gross margin as total revenue less cost of sales (excluding depreciation and amortization expense). Gross margin is included as a supplemental disclosure because it is a primary measure used by our management as it represents the results of revenue and cost of sales (excluding depreciation and amortization expense), which are key components of our operations. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.

The following table reconciles net income (loss) to gross margin (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income (loss)	$	(214,547	)	$	(18,356	)	$	(275,235	)	$	15,030
Selling, general and administrative		90,969			88,229			274,442			266,446
Depreciation and amortization		91,018			98,503			274,172			296,466
Long-lived asset impairment		2,310			2,246			4,373			4,698
Restructuring charges		2,941			—			2,941			—
Goodwill impairment		196,142			—			196,142			—
Interest expense		38,672			33,050			110,428			98,592
Equity in loss of non-consolidated affiliates		262			—			262			348
Other (income) expense, net		13,588			(2,941	)		10,223			(7,609	)
Benefit from income taxes		(33,491	)		(7,083	)		(51,004	)		(10,898	)
(Income) loss from discontinued operations, net of tax		1,502			1,325			4,209			(48,057	)
Gross margin	$	189,366		$	194,973		$	550,953		$	615,016

16. RETIREMENT BENEFIT PLAN

Our 401(k) retirement plan provides for optional employee contributions up to the Internal Revenue Service limit and discretionary employer matching contributions. We generally make discretionary matching contributions to each participant’s account at a rate of (i) 100% of each participant’s first 1% of contributions plus (ii) 50% of each participant’s contributions up to the next 5% of eligible compensation. We made no discretionary matching contributions from July 1, 2009 through June 30, 2010, but began making them again effective on July 1, 2010.

23

17. TRANSACTIONS RELATED TO THE PARTNERSHIP

In June 2011, we sold to the Partnership contract operations customer service agreements with 34 customers and a fleet of 407 compressor units used to provide compression services under those agreements, comprising approximately 289,000 horsepower, or 8% (by then available horsepower) of the combined U.S. contract operations business of the Partnership and us (the “June 2011 Contract Operations Acquisition”). In addition, the assets sold included 207 compressor units, comprising approximately 98,000 horsepower, that we previously leased to the Partnership, and a natural gas processing plant with a capacity of 8 million cubic feet per day used to provide processing services pursuant to a long-term services agreement. Total consideration for the transaction was approximately $223.0 million, excluding transaction costs. In connection with this acquisition, the Partnership assumed $159.4 million of our debt, paid us $62.2 million in cash and issued to Exterran General Partner, L.P. (“GP”), our wholly-owned subsidiary and the Partnership’s general partner, approximately 51,000 general partner units. In connection with this transaction, we entered into an amendment and restatement of our omnibus agreement with the Partnership that, among other things, extended the term of the caps on the Partnership’s obligation to reimburse us for selling, general and administrative costs and operating costs we allocate to the Partnership based on such costs we incur on the Partnership’s behalf for an additional year such that the caps will now terminate on December 31, 2012.

In May 2011, the Partnership sold, pursuant to a public underwritten offering, 5,134,175 common units representing limited partner interests in the Partnership, including 134,175 common units to cover over-allotments. The Partnership used the $127.7 million of net proceeds from this offering (i) to repay approximately $64.8 million of borrowings outstanding under its revolving credit facility and (ii) for general partnership purposes, including to fund a portion of the consideration for the June 2011 Contract Operations Acquisition. In connection with this sale and as permitted under the Partnership’s partnership agreement, the Partnership issued and sold to GP approximately 53,000 general partner units in consideration of the continuation of GP’s approximate 2.0% general partner interest in the Partnership.

In March 2011, we sold, pursuant to a public underwritten offering, 5,914,466 common units representing limited partner interests in the Partnership, including 664,466 common units to cover over-allotments. We used the $162.2 million of net proceeds received from the sale of the common units to repay borrowings under our revolving credit facility and term loan. The change in our ownership interest of the Partnership from the sale of the common units resulted in adjustments to noncontrolling interest, accumulated other comprehensive loss, deferred income taxes and additional paid-in capital to reflect our new ownership percentage in the Partnership.

In September 2010, we sold, pursuant to a public underwritten offering, 5,290,000 common units representing limited partner interests in the Partnership, including 690,000 common units to cover over-allotments. We used the $109.4 million of net proceeds received from the sale of the common units to repay borrowings under our revolving credit facility and term loan. The change in our ownership interest of the Partnership from the sale of the common units resulted in adjustments to noncontrolling interest, accumulated other comprehensive loss and additional paid-in capital to reflect our new ownership percentage in the Partnership.

In August 2010, we sold to the Partnership contract operations customer service agreements with 43 customers and a fleet of approximately 580 compressor units used to provide compression services under those agreements, comprising approximately 255,000 horsepower, or approximately 6% (by then available horsepower) of the combined U.S. contract operations business of the Partnership and us (the “August 2010 Contract Operations Acquisition”). Total consideration for the transaction was approximately $214 million, excluding transaction costs. In connection with this acquisition, the Partnership issued to our wholly-owned subsidiaries approximately 8.2 million common units and approximately 167,000 general partner units.

Through our wholly-owned subsidiaries, we own all of the subordinated units of the Partnership. As of each of June 30, 2011 and 2010, the Partnership met the requirements under its partnership agreement for early conversion of 1,581,250 of these subordinated units into common units. Accordingly, in each of August 2011 and 2010, 1,581,250 subordinated units converted into common units. As of September 30, 2011, the Partnership met the requirements under its partnership agreement for conversion of all remaining subordinated units into common units and therefore, we expect the remaining 3,162,500 subordinated units to convert into common units in November 2011.

24

The table below presents the effects of changes from net income (loss) attributable to Exterran stockholders and changes in our equity interest of the Partnership on our equity attributable to Exterran’s stockholders (in thousands):

	Nine Months Ended
	September 30,
	2011			2010
Net income (loss) attributable to Exterran stockholders	$	(274,030	)	$	16,203
Increase in Exterran stockholders’ additional paid in capital for sale of Partnership units		123,904			41,111
Change from net income (loss) attributable to Exterran stockholders and transfers to the noncontrolling interest	$	(150,126	)	$	57,314

18. CONSOLIDATING FINANCIAL STATEMENTS

Exterran Energy Corp. (Subsidiary Issuer), our wholly-owned subsidiary, is the issuer of our convertible senior notes due 2014 (the “4.75% Notes”). Exterran Holdings, Inc. (Parent) has agreed to fully and unconditionally guarantee the obligations of Exterran Energy Corp. relating to our 4.75% Notes. There are no other subsidiaries of the Parent that have provided guarantees to the 4.75% Notes. The Guarantor Subsidiaries and Other Subsidiaries columns represent non-guarantor subsidiaries for the 4.75% Notes.

We are the issuer of our 7.25% senior notes due December 2018 (the “7.25% Notes”). Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, and EXH MLP LP LLC (all our wholly-owned subsidiaries; together the Guarantor Subsidiaries), have agreed to fully and unconditionally guarantee our obligations relating to the 7.25% Notes. There is no subsidiary issuer for the 7.25% debt; that debt was issued solely by the Parent. The Subsidiary Issuer and Other Subsidiaries columns represent non-guarantor subsidiaries for 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.

25

Condensed Consolidating Balance Sheet
September 30, 2011

			Subsidiary		Guarantor		Other
	Parent		Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidation
					(in thousands)
ASSETS
Current assets	$	11	$	—	$	592,225	$	578,513	$	184		$	1,170,933
Current assets associated with discontinued operations		—		—		—		4,322		—			4,322
Total current assets		11		—		592,225		582,835		184			1,175,255
Property, plant and equipment, net		—		—		1,478,346		1,517,368		—			2,995,714
Investments in affiliates		1,867,277		1,827,959		1,772,199		—		(5,467,435	)		—
Intangible and other assets, net		19,398		39,318		120,862		125,055		(38,788	)		265,845
Intercompany receivables		895,086		1,016,679		73,990		682,841		(2,668,596	)		—
Long-term assets associated with discontinued operations		—		—		—		295		—			295
Total long-term assets		2,781,761		2,883,956		3,445,397		2,325,559		(8,174,819	)		3,261,854
Total assets	$	2,781,772	$	2,883,956	$	4,037,622	$	2,908,394	$	(8,174,635	)	$	4,437,109
LIABILITIES AND EQUITY
Current liabilities	$	16,767	$	1,440	$	374,580	$	339,572	$	(15,056	)	$	717,303
Current liabilities associated with discontinued operations		—		—		—		6,963		—			6,963
Total current liabilities		16,767		1,440		374,580		346,535		(15,056	)		724,266
Long-term debt		1,020,914		143,750		—		544,360		—			1,709,024
Intercompany payables		—		871,489		1,699,520		97,587		(2,668,596	)		—
Other long-term liabilities		2,312		—		135,563		133,907		(23,548	)		248,234
Long-term liabilities associated with discontinued operations		—		—		—		13,806		—			13,806
Total liabilities		1,039,993		1,016,679		2,209,663		1,136,195		(2,707,200	)		2,695,330
Total equity		1,741,779		1,867,277		1,827,959		1,772,199		(5,467,435	)		1,741,779
Total liabilities and equity	$	2,781,772	$	2,883,956	$	4,037,622	$	2,908,394	$	(8,174,635	)	$	4,437,109

Condensed Consolidating Balance Sheet
December 31, 2010

			Subsidiary		Guarantor		Other
	Parent		Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidation
					(in thousands)
ASSETS
Current assets	$	160	$	—	$	559,367	$	595,151	$	8		$	1,154,686
Current assets associated with discontinued operations		—		—		—		5,918		—			5,918
Total current assets		160		—		559,367		601,069		8			1,160,604
Property, plant and equipment, net		—		—		1,680,256		1,412,396		—			3,092,652
Goodwill		—		—		146,876		49,804		—			196,680
Investments in affiliates		1,998,616		1,991,518		1,967,403		—		(5,957,537	)		—
Intangible and other assets, net		17,343		40,594		147,513		115,766		(38,788	)		282,428
Intercompany receivables		1,118,405		1,207,450		72,714		889,073		(3,287,642	)		—
Long-term assets associated with discontinued operations		—		—		—		9,172		—			9,172
Total long-term assets		3,134,364		3,239,562		4,014,762		2,476,211		(9,283,967	)		3,580,932
Total assets	$	3,134,524	$	3,239,562	$	4,574,129	$	3,077,280	$	(9,283,959	)	$	4,741,536
LIABILITIES AND EQUITY
Current liabilities	$	21,320	$	3,147	$	352,409	$	368,346	$	(2,573	)	$	742,649
Current liabilities associated with discontinued operations		—		—		—		15,554		—			15,554
Total current liabilities		21,320		3,147		352,409		383,900		(2,573	)		758,203
Long-term debt		1,298,165		143,750		—		455,232		—			1,897,147
Intercompany payables		—		1,094,049		2,096,523		97,070		(3,287,642	)		—
Other long-term liabilities		12,615		—		133,679		160,564		(36,207	)		270,651
Long-term liabilities associated with discontinued operations		—		—		—		13,111		—			13,111
Total liabilities		1,332,100		1,240,946		2,582,611		1,109,877		(3,326,422	)		2,939,112
Total equity		1,802,424		1,998,616		1,991,518		1,967,403		(5,957,537	)		1,802,424
Total liabilities and equity	$	3,134,524	$	3,239,562	$	4,574,129	$	3,077,280	$	(9,283,959	)	$	4,741,536

26

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	365,058		$	365,206		$	(25,786	)	$	704,478
Costs of sales (excluding depreciation and amortization expense)		—			—			296,607			244,291			(25,786	)		515,112
Selling, general and administrative		48			138			40,993			49,790			—			90,969
Depreciation and amortization		—			—			33,294			57,724			—			91,018
Long-lived asset impairment		—			—			1,522			788			—			2,310
Restructuring charges		—			—			—			2,941			—			2,941
Goodwill impairment		—			—			146,876			49,266			—			196,142
Interest expense		26,895			1,707			678			9,392			—			38,672
Other (income) expense:
Intercompany charges, net		(15,531	)		(1,707	)		17,238			—			—			—
Equity in loss of affiliates		208,458			208,368			55,133			262			(471,959	)		262
Other, net		10			—			491			13,087			—			13,588
Loss before income taxes		(219,880	)		(208,506	)		(227,774	)		(62,335	)		471,959			(246,536	)
Benefit from income taxes		(3,906	)		(48	)		(19,406	)		(10,131	)		—			(33,491	)
Loss from continuing operations		(215,974	)		(208,458	)		(208,368	)		(52,204	)		471,959			(213,045	)
Loss from discontinued operations, net of tax		—			—			—			(1,502	)		—			(1,502	)
Net loss		(215,974	)		(208,458	)		(208,368	)		(53,706	)		471,959			(214,547	)
Less: Net income attributable to the noncontrolling interest		—			—			—			(1,427	)		—			(1,427	)
Net loss attributable to Exterran stockholders	$	(215,974	)	$	(208,458	)	$	(208,368	)	$	(55,133	)	$	471,959		$	(215,974	)

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	257,748		$	450,430		$	(82,555	)	$	625,623
Costs of sales (excluding depreciation and amortization expense)		—			—			219,125			294,080			(82,555	)		430,650
Selling, general and administrative		185			75			32,330			55,639			—			88,229
Depreciation and amortization		—			—			32,115			66,388			—			98,503
Long-lived asset impairment		—			—			2,153			93			—			2,246
Interest (income) expense		19,323			1,707			(12,846	)		24,866			—			33,050
Other (income) expense:
Intercompany charges, net		(20,611	)		3,070			17,541			—			—			—
Equity in (income) loss of affiliates		18,691			15,537			(3,651	)		—			(30,577	)		—
Other, net		10			—			(4,875	)		1,924			—			(2,941	)
Income (loss) before income taxes		(17,598	)		(20,389	)		(24,144	)		7,440			30,577			(24,114	)
Provision for (benefit) from income taxes		387			(1,698	)		(8,607	)		2,835			—			(7,083	)
Income (loss) from continuing operations		(17,985	)		(18,691	)		(15,537	)		4,605			30,577			(17,031	)
Loss from discontinued operations, net of tax		—			—			—			(1,325	)		—			(1,325	)
Net income (loss)		(17,985	)		(18,691	)		(15,537	)		3,280			30,577			(18,356	)
Less: Net loss attributable to the noncontrolling interest		—			—			—			371			—			371
Net income (loss) attributable to Exterran stockholders	$	(17,985	)	$	(18,691	)	$	(15,537	)	$	3,651		$	30,577		$	(17,985	)

27

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	1,014,679		$	1,192,573		$	(226,723	)	$	1,980,529
Costs of sales (excluding depreciation and amortization expense)		—			—			806,760			849,539			(226,723	)		1,429,576
Selling, general and administrative		166			417			129,350			144,509			—			274,442
Depreciation and amortization		—			—			113,324			160,848			—			274,172
Long-lived asset impairment		—			—			3,265			1,108			—			4,373
Restructuring charges		—			—			—			2,941			—			2,941
Goodwill impairment		—			—			146,876			49,266			—			196,142
Interest expense		73,383			5,121			136			31,788			—			110,428
Other (income) expense:
Intercompany charges, net		(44,886	)		(4,858	)		49,744			—			—			—
Equity in loss of affiliates		255,369			254,927			62,230			262			(572,526	)		262
Other, net		30			—			(4,937	)		15,130			—			10,223
Loss before income taxes		(284,062	)		(255,607	)		(292,069	)		(62,818	)		572,526			(322,030	)
Benefit from income taxes		(10,032	)		(238	)		(37,142	)		(3,592	)		—			(51,004	)
Loss from continuing operations		(274,030	)		(255,369	)		(254,927	)		(59,226	)		572,526			(271,026	)
Loss from discontinued operations, net of tax		—			—			—			(4,209	)		—			(4,209	)
Net loss		(274,030	)		(255,369	)		(254,927	)		(63,435	)		572,526			(275,235	)
Less: Net loss attributable to the noncontrolling interest		—			—			—			1,205			—			1,205
Net loss attributable to Exterran stockholders	$	(274,030	)	$	(255,369	)	$	(254,927	)	$	(62,230	)	$	572,526		$	(274,030	)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	757,471		$	1,288,998	$	(200,716	)	$	1,845,753
Costs of sales (excluding depreciation and amortization expense)		—			—			608,597			822,856		(200,716	)		1,230,737
Selling, general and administrative		295			230			97,085			168,836		—			266,446
Depreciation and amortization		—			—			95,207			201,259		—			296,466
Long-lived asset impairment		—			—			4,374			324		—			4,698
Interest (income) expense		53,392			5,121			(29,712	)		69,791		—			98,592
Other (income) expense:
Intercompany charges, net		(27,776	)		780			26,996			—		—			—
Equity in (income) loss of affiliates		(33,076	)		(37,061	)		(57,906	)		348		128,043			348
Other, net		30			—			(14,801	)		7,162		—			(7,609	)
Income (loss) before income taxes		7,135			30,930			27,631			18,422		(128,043	)		(43,925	)
Provision for (benefit from) income taxes		(9,068	)		(2,146	)		(9,430	)		9,746		—			(10,898	)
Income (loss) from continuing operations		16,203			33,076			37,061			8,676		(128,043	)		(33,027	)
Income from discontinued operations, net of tax		—			—			—			48,057		—			48,057
Net income		16,203			33,076			37,061			56,733		(128,043	)		15,030
Less: Net loss attributable to the noncontrolling interest		—			—			—			1,173		—			1,173
Net income attributable to Exterran stockholders	$	16,203		$	33,076		$	37,061		$	57,906	$	(128,043	)	$	16,203

28

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	233,041		$	1,529		$	(139,334	)	$	(22,116	)	$	—		$	73,120
Net cash provided by discontinued operations		—			—			—			1,336			—			1,336
Net cash provided by (used in) operating activities		233,041			1,529			(139,334	)		(20,780	)		—			74,456
Cash flows from investing activities:
Capital expenditures		—			—			(103,329	)		(75,524	)		—			(178,853	)
Proceeds from sale of property, plant and equipment		—			—			10,736			28,475			—			39,211
Decrease in restricted cash		—			—			—			819			—			819
Cash invested in non-consolidated affiliates		—			—			—			(262	)		—			(262	)
Net proceeds from the sale of Partnership units		—			—			289,908			—			—			289,908
Investment in consolidated subsidiaries		(164,898	)		(132,974	)		—			—			297,872			—
Net cash provided by (used in) investing activities		(164,898	)		(132,974	)		197,315			(46,492	)		297,872			150,823
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		1,096,240			—			—			506,627			—			1,602,867
Repayments of long-term debt		(1,387,078	)		—			—			(417,500	)		—			(1,804,578	)
Payments for debt issue costs		(7,666	)		—			—			(980	)		—			(8,646	)
Proceeds from stock options exercised		526			—			—			—			—			526
Proceeds from stock issued pursuant to our employee stock purchase plan		1,435			—			—			—			—			1,435
Purchases of treasury stock		(2,456	)		—			—			—			—			(2,456	)
Stock-based compensation excess tax benefit		836			—			—			—			—			836
Distributions to noncontrolling partners in the Partnership		—			—			—			(27,790	)		—			(27,790	)
Capital contribution, net		—			164,898			132,974			—			(297,872	)		—
Borrowings (repayments) between subsidiaries, net		229,871			(33,453	)		(190,771	)		(5,647	)		—			—
Net cash provided by (used in) financing activities		(68,292	)		131,445			(57,797	)		54,710			(297,872	)		(237,806	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(2,458	)		—			(2,458	)
Net increase (decrease) in cash and cash equivalents		(149	)		—			184			(15,020	)		—			(14,985	)
Cash and cash equivalents at beginning of year		160			—			1,586			42,870			—			44,616
Cash and cash equivalents at end of year	$	11		$	—		$	1,770		$	27,850		$	—		$	29,631

29

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(21,030	)	$	(4,316	)	$	(6,710	)	$	284,093		$	—		$	252,037
Net cash used in discontinued operations		—			—			—			(3,880	)		—			(3,880	)
Net cash provided by (used in) operating activities		(21,030	)		(4,316	)		(6,710	)		280,213			—			248,157
Cash flows from investing activities:
Capital expenditures		—			—			(54,821	)		(113,641	)		—			(168,462	)
Proceeds from sale of property, plant and equipment		—			—			10,205			15,295			—			25,500
Decrease in restricted cash		—			—			—			7,436			—			7,436
Cash invested in non-consolidated affiliates		—			—			—			(348	)		—			(348	)
Net proceeds from the sale of Partnership units		—			—			109,365			—			—			109,365
Investment in consolidated subsidiaries		(10,695	)		23,622			—			—			(12,927	)		—
Net cash provided by (used in) continuing operations		(10,695	)		23,622			64,749			(91,258	)		(12,927	)		(26,509	)
Net cash provided by discontinued operations		—			—			—			89,509			—			89,509
Net cash provided by (used in) investing activities		(10,695	)		23,622			64,749			(1,749	)		(12,927	)		63,000
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		839,362			—			—			16,966			—			856,328
Repayments of long-term debt		(874,083	)		—			—			(284,000	)		—			(1,158,083	)
Proceeds from stock options exercised		768			—			—			—			—			768
Proceeds from stock issued pursuant to our employee stock purchase plan		1,874			—			—			—			—			1,874
Purchases of treasury stock		(2,010	)		—			—			—			—			(2,010	)
Stock-based compensation excess tax benefit		1,157			—			—			—			—			1,157
Distribution to noncontrolling partners in the Partnership		—			—			—			(11,631	)		—			(11,631	)
Capital contribution (distribution), net		—			10,695			(23,622	)		—			12,927			—
Borrowings (repayments) between subsidiaries, net		64,722			(30,001	)		(34,928	)		207			—			—
Net cash provided by (used in) financing activities		31,790			(19,306	)		(58,550	)		(278,458	)		12,927			(311,597	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(1,938	)		—			(1,938	)
Net increase (decrease) in cash and cash equivalents		65			—			(511	)		(1,932	)		—			(2,378	)
Cash and cash equivalents at beginning of year		49			—			4,954			78,742			—			83,745
Cash and cash equivalents at end of year	$	114		$	—		$	4,443		$	76,810		$	—		$	81,367

30

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report contains “forward-looking statements” intended to qualify for the safe harbors from liability established by the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained in this report are forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including, without limitation, statements regarding our business growth strategy and projected costs; future financial position; the sufficiency of available cash flows to fund continuing operations; the expected amount of our capital expenditures; anticipated cost savings, future revenue, gross margin and other financial or operational measures related to our business and our primary business segments; the future value of our equipment and non-consolidated affiliates; and plans and objectives of our management for our future operations. You can identify many of these statements by looking for words such as “believe,” “expect,” “intend,” “project,” “anticipate,” “estimate,” “will continue” or similar words or the negative thereof.

Such forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from those anticipated as of the date of this report. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, no assurance can be given that these expectations will prove to be correct. These forward-looking statements are also affected by the risk factors described in our Annual Report on Form 10-K for the year ended December 31, 2010, and those set forth from time to time in our filings with the Securities and Exchange Commission (“SEC”), which are available through our website at www.exterran.com and through the SEC’s website at www.sec.gov. Important factors that could cause our actual results to differ materially from the expectations reflected in these forward-looking statements include, among other things:

• conditions in the oil and natural gas industry, including a sustained decrease in the level of supply or demand for oil or natural gas and the impact on the price of oil or natural gas, which could cause a decline in the demand for our natural gas compression and oil and natural gas production and processing equipment and services;

• our reduced profit margins or the loss of market share resulting from competition or the introduction of competing technologies by other companies;

• the success of our subsidiaries, including Exterran Partners, L.P. (along with its subsidiaries, the “Partnership”);

• changes in economic or political conditions in the countries in which we do business, including civil uprisings, riots, terrorism, kidnappings, violence associated with drug cartels, legislative changes and the expropriation, confiscation or nationalization of property without fair compensation;

• changes in currency exchange rates and restrictions on currency repatriation;

• the inherent risks associated with our operations, such as equipment defects, malfunctions and natural disasters;

• loss of the Partnership’s status as a partnership for federal income tax purposes;

• the risk that counterparties will not perform their obligations under our financial instruments;

• the financial condition of our customers;

• our ability to timely and cost-effectively obtain components necessary to conduct our business;

• employment and workforce factors, including our ability to hire, train and retain key employees;

• our ability to implement certain business and financial objectives, such as:

• international expansion and winning profitable new business;

• sales of additional United States of America (“U.S.”) contract operations contracts and equipment to the Partnership;

• timely and cost-effective execution of projects;

31

• enhancing our asset utilization, particularly with respect to our fleet of compressors;

• integrating acquired businesses;

• generating sufficient cash; and

• accessing the capital markets at an acceptable cost;

• liability related to the use of our products and services;

• changes in governmental safety, health, environmental and other regulations, which could require us to make significant expenditures; and

• our level of indebtedness and ability to fund our business.

All forward-looking statements included in this report are based on information available to us on the date of this report. Except as required by law, we undertake no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements contained throughout this report.

GENERAL

Exterran Holdings, Inc., together with its subsidiaries (“we” or “Exterran”), is a global market leader in the full service natural gas compression business and a premier provider of operations, maintenance, service and equipment for oil and natural gas production, processing and transportation applications. Our global customer base consists of companies engaged in all aspects of the oil and natural gas industry, including large integrated oil and natural gas companies, national oil and natural gas companies, independent producers and natural gas processors, gatherers and pipelines. We operate in three primary business lines: contract operations, fabrication and aftermarket services. In our contract operations business line, we own a fleet of natural gas compression equipment and crude oil and natural gas production and processing equipment that we utilize to provide operations services to our customers. In our fabrication business line, we fabricate and sell equipment similar to the equipment that we own and utilize to provide contract operations to our customers. We also fabricate the equipment utilized in our contract operations services. In addition, our fabrication business line provides engineering, procurement and fabrication services primarily related to the manufacturing of critical process equipment for refinery and petrochemical facilities, the fabrication of tank farms and the fabrication of evaporators and brine heaters for desalination plants. In our Total Solutions projects, which we offer to our customers on either a contract operations basis or a sale basis, we provide the engineering, design, project management, procurement and construction services necessary to incorporate our products into complete production, processing and compression facilities. In our aftermarket services business line, we sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression, production, processing, treating and other equipment.

Exterran Partners, L.P.

We have an equity interest in the Partnership, a master limited partnership that provides natural gas contract operations services to customers throughout the U.S. As of September 30, 2011, public unitholders held a 65% ownership interest in the Partnership and we owned the remaining equity interest, including the general partner interest and all incentive distribution rights. The general partner of the Partnership is our subsidiary and we consolidate the financial position and results of operations of the Partnership. It is our intention for the Partnership to be the primary vehicle for the growth of our U.S. contract operations business and for us to continue to contribute U.S. contract operations customer contracts and equipment to the Partnership over time in exchange for cash, the Partnership’s assumption of our debt and/or additional interests in the Partnership. As of September 30, 2011, the Partnership had a fleet of 4,500 compressor units comprising approximately 1,885,000 horsepower, or 53% (by then available horsepower) of our and the Partnership’s combined total U.S. horsepower.

In June 2011, we sold to the Partnership contract operations customer service agreements with 34 customers and a fleet of 407 compressor units used to provide compression services under those agreements, comprising approximately 289,000 horsepower, or 8% (by then available horsepower) of the combined U.S. contract operations business of the Partnership and us (the “June 2011 Contract Operations Acquisition”). In addition, the assets sold included 207 compressor units, comprising approximately 98,000

32

horsepower, that we previously leased to the Partnership, and a natural gas processing plant with a capacity of 8 million cubic feet per day used to provide processing services pursuant to a long-term services agreement. Total consideration for the transaction was approximately $223.0 million, excluding transaction costs. In connection with this acquisition, the Partnership assumed $159.4 million of our debt, paid us $62.2 million in cash and issued to our wholly-owned subsidiary approximately 51,000 general partner units. In connection with this transaction, we entered into an amendment and restatement of our omnibus agreement with the Partnership that, among other things, extended the term of the caps on the Partnership’s obligation to reimburse us for selling, general and administrative costs and operating costs we allocate to the Partnership based on such costs we incur on the Partnership’s behalf for an additional year such that the caps will now terminate on December 31, 2012.

OVERVIEW

Industry Conditions and Trends

Our business environment and corresponding operating results are affected by the level of energy industry spending for the exploration, development and production of oil and natural gas reserves. Spending by oil and natural gas exploration and production companies is dependent upon these companies’ forecasts regarding the expected future supply, demand and pricing of, oil and natural gas products as well as their estimates of risk-adjusted costs to find, develop and produce reserves. Although we believe our contract operations business will typically be less impacted by commodity prices than certain other energy service products and services, changes in oil and natural gas exploration and production spending will normally result in changes in demand for our products and services.

Natural Gas Consumption and Production. Natural gas consumption in the U.S. for the twelve months ended July 31, 2011 increased by approximately 4% over the twelve months ended July 31, 2010. The Energy Information Administration (“EIA”) estimates that natural gas consumption in the U.S. will increase by 0.7% in 2012 and will increase by an average of 0.5% per year thereafter until 2035. Natural gas consumption worldwide is projected to increase by 1.6% per year until 2035, according to the EIA.

Natural gas marketed production in the U.S. for the twelve months ended July 31, 2011 increased by approximately 7% over the twelve months ended July 31, 2010. In 2009, the U.S. accounted for an estimated annual production of approximately 22 trillion cubic feet of natural gas, or 19% of the worldwide total of approximately 113 trillion cubic feet. The EIA estimates that the U.S.’s natural gas production level will be approximately 26 trillion cubic feet in 2035, or 16% of the projected worldwide total of approximately 169 trillion cubic feet.

Our Performance Trends and Outlook

Our revenue, earnings and financial position are affected by, among other things, market conditions that impact demand and pricing for natural gas compression and oil and natural gas production and processing, our customers’ decisions regarding whether to utilize our products and services rather than utilize products and services from our competitors and their decisions regarding whether to own and operate the equipment themselves. In particular, many of our North America contract operations agreements with customers have short initial terms. We cannot be certain that these contracts will be renewed after the end of the initial contractual term, and any such nonrenewal, or renewal at a reduced rate, could adversely impact our results of operations.

During 2011, we have seen an increase in drilling activity and an increase in order activity and bookings in our fabrication business segment in the North America market, particularly in shale plays and areas focused on the production of oil and natural gas liquids. This activity has led to higher demand for our compression and production and processing equipment, which has resulted in higher fabrication revenues in 2011 compared to 2010. Our North America contract operations business has also benefited from the increase in activity in shale plays and areas focused on the production of oil and natural gas liquids. However, these increases have been offset by horsepower declines in more mature and predominantly conventional markets. We also believe that the low natural gas price environment, the current available supply of idle and underutilized compression equipment in the industry and the new investment of capital in equipment could make it challenging for us to significantly improve our North America contract operations horsepower utilization and pricing in the near term.

In international markets, we believe there will continue to be demand for our contract operations and Total Solutions projects, and we expect to have opportunities to grow our international business through our contract operations, aftermarket services and fabrication business segments over the long term. However, in 2011, we have not yet seen increases in international bookings and revenue in our fabrication business segment, which could negatively impact our revenue in 2012.

33

Our level of capital spending depends on our forecast for the demand for our products and services and the equipment we require to provide services to our customers. As we believe there will be increased activity in certain North America natural gas plays, we anticipate investing more capital in our contract operations fleet in 2011 than we have in the recent past.

Based on current market conditions, we expect that net cash provided by operating activities and availability under our credit facilities will be sufficient to finance our operating expenditures, capital expenditures and scheduled interest and debt repayments through December 31, 2011; however, to the extent it is not, we may seek additional debt or equity financing.

On October 10, 2011, our management approved a workforce cost reduction program across all of our business segments as a first step in a broader overall profit improvement initiative. These actions are the result of a review of our cost structure aimed at identifying ways to reduce our on-going operating costs and to adjust the size of our workforce to be consistent with current and expected activity levels. We expect that a significant portion of the workforce cost reduction program will be completed in the fourth quarter of 2011, with the remainder completed in the first half of 2012. Our plan includes reducing our headcount associated with cost of sales and SG&A which we estimate will equate to approximately $20 million to $25 million in annual savings.

During the three months ended September 30, 2011, we incurred $2.9 million of restructuring charges that were related to consulting services and termination benefits. These charges are reflected as Restructuring charges in our consolidated statements of operations. We currently estimate that we will incur additional charges with respect to the workforce cost reduction program discussed above of approximately $11 million to $14 million. Approximately $8 million to $11 million of the expected additional charges are severance and employee benefit costs, approximately $2 million is related to consulting services and the remaining amount is for other facility closure and moving costs. Of the total estimated charges, approximately $11 million to $14 million will result in cash expenditures. No cash expenditures were made in the three months ended September 30, 2011.

We intend to continue to contribute over time additional U.S. contract operations customer contracts and equipment to the Partnership in exchange for cash, the Partnership’s assumption of our debt and/or our receipt of additional interests in the Partnership. Such transactions would depend on, among other things, market and economic conditions, our ability to reach agreement with the Partnership regarding the terms of any purchase and the availability to the Partnership of debt and equity capital on reasonable terms.

Operating Highlights

The following tables summarize our total available horsepower, total operating horsepower, horsepower utilization percentages and fabrication backlog (horsepower in thousands and dollars in millions):

	Three Months Ended
	September 30,						Nine Months Ended September 30,
	2011			2010			2011			2010
Total Available Horsepower (at period end):
North America		3,648			4,272			3,648			4,272
International		1,236			1,281			1,236			1,281
Total		4,884			5,553			4,884			5,553
Total Operating Horsepower (at period end):
North America		2,832			2,827			2,832			2,827
International		977			1,020			977			1,020
Total		3,809			3,847			3,809			3,847
Average Operating Horsepower:
North America		2,825			2,822			2,834			2,833
International		978			1,032			978			1,031
Total		3,803			3,854			3,812			3,864
Horsepower Utilization (at period end):
North America		78	%		66	%		78	%		66	%
International		79	%		80	%		79	%		80	%
Total		78	%		69	%		78	%		69	%

	September 30, 2011		December 31, 2010		September 30, 2010
Compressor and Accessory Fabrication Backlog	$	166.1	$	220.2	$	229.5
Production and Processing Equipment Fabrication Backlog		406.6		483.3		461.4
Fabrication Backlog	$	572.7	$	703.5	$	690.9

34

FINANCIAL RESULTS OF OPERATIONS

Summary of Results

Revenue. Revenue for the three months ended September 30, 2011 was $704.5 million compared to $625.6 million for the three months ended September 30, 2010. Revenue for the nine months ended September 30, 2011 was $1,980.5 million compared to $1,845.8 million for the nine months ended September 30, 2010. The increase in revenue was primarily due to higher fabrication sales in North America in the three and nine months ended September 30, 2011.

Net income (loss) attributable to Exterran stockholders and EBITDA, as adjusted. We recorded a consolidated net loss attributable to Exterran stockholders of $216.0 million and $18.0 million for the three months ended September 30, 2011 and 2010, respectively. We recorded a consolidated net loss attributable to Exterran stockholders of $274.0 million and consolidated net income attributable to Exterran stockholders of $16.2 million for the nine months ended September 30, 2011 and 2010, respectively. We recorded EBITDA, as adjusted, of $99.7 million and $104.6 million for the three months ended September 30, 2011 and 2010, respectively. We recorded EBITDA, as adjusted, of $280.0 million and $349.0 million for the nine months ended September 30, 2011 and 2010, respectively. Net loss attributable to Exterran stockholders for the three and nine months ended September 30, 2011 was negatively impacted by goodwill impairments of $196.1 million. EBITDA, as adjusted, for the three and nine months ended September 30, 2011 was impacted by reduced gross margin from operations caused by challenging market conditions. Net income attributable to Exterran stockholders and EBITDA, as adjusted, for the nine months ended September 30, 2010 benefited from $19.2 million of revenue with little incremental cost from the early termination of a project in Brazil. EBITDA, as adjusted, is a non-GAAP financial measure. For a reconciliation of EBITDA, as adjusted, to net income (loss), its most directly comparable financial measure, calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”), please read “-Non-GAAP Financial Measures.”

THE THREE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2010

Summary of Business Segment Results

North America Contract Operations
(dollars in thousands)

	Three months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	151,402		$	152,007			0	%
Cost of sales (excluding depreciation and amortization expense)		77,639			78,281			(1	)%
Gross margin	$	73,763		$	73,726			0	%
Gross margin percentage		49	%		49	%		0	%

The decrease in revenue was primarily attributable to a reduction of rebillable freight and a decrease in revenue in our contract water treatment business in the three months ended September 30, 2011 compared to the three months ended September 30, 2010. The decrease in revenue was partially offset by an increase in revenue from a gas processing plant that began operations during the first quarter of 2011. Average operating horsepower remained consistent during the three months ended September 30, 2011 and 2010. The decrease in cost of sales was primarily due to efficiency gains in our field operations, partially offset by an increase in lube oil expense and non-rebillable freight expense. Gross margin (defined as revenue less cost of sales, excluding depreciation and amortization expense), a non-GAAP financial measure, is reconciled, in total, to net income (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP, in Note 15 to the Financial Statements.

International Contract Operations
(dollars in thousands)

	Three months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	113,759		$	111,879			2	%
Cost of sales (excluding depreciation and amortization expense)		48,227			46,936			3	%
Gross margin	$	65,532		$	64,943			1	%
Gross margin percentage		58	%		58	%		0	%

35

The increase in revenue and gross margin in the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily the result of increased revenue in Nigeria and Mexico of $2.5 million and $4.0 million, respectively. The increase in revenue and gross margin in 2011 was partially offset by a reduction of revenue and gross margin due to a customer’s purchase of units in Thailand in the fourth quarter of 2010 that generated revenue of $2.7 million in the three months ended September 30, 2010. Gross margin and gross margin percentage in the three months ended September 30, 2011 were also impacted by higher operating costs in Argentina and Brazil caused primarily by inflation.

Aftermarket Services
(dollars in thousands)

	Three months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	106,666		$	82,348			30	%
Cost of sales (excluding depreciation and amortization expense)		85,987			73,717			17	%
Gross margin	$	20,679		$	8,631			140	%
Gross margin percentage		19	%		10	%		9	%

The increase in revenue in the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily due to increases in revenue of $6.1 million and $13.7 million in North America and the Eastern Hemisphere, respectively. Revenue and gross margin in the Eastern Hemisphere for the three months ended September 30, 2011 included $3.9 million from the renegotiation of the rates on an operations and maintenance contract in Gabon that were retroactive back to April 2010. The remaining increase in gross margin and gross margin percentage in the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily due to higher margins in North America.

36

Fabrication
(dollars in thousands)

	Three months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	332,651		$	279,389			19	%
Cost of sales (excluding depreciation and amortization expense)		303,259			231,716			31	%
Gross margin	$	29,392		$	47,673			(38	)%
Gross margin percentage		9	%		17	%		(8	)%

The increase in revenue in the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily due to $119.1 million of higher revenue in North America. This increase was partially offset by a $59.9 million reduction of revenue in the Eastern Hemisphere. The decrease in gross margin and gross margin percentage for the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily due to lower margins on a project in the Eastern Hemisphere and increased revenue from projects in North America, which typically have lower margins than the margins on our international fabrication projects.

Costs and Expenses
(dollars in thousands)

	Three months ended
	September 30,					Increase
	2011		2010			(Decrease)
Selling, general and administrative	$	90,969	$	88,229			3	%
Depreciation and amortization		91,018		98,503			(8	)%
Long-lived asset impairment		2,310		2,246			3	%
Restructuring charges		2,941		—			n/a
Goodwill impairment		196,142		—			n/a
Interest expense		38,672		33,050			17	%
Other (income) expense, net		13,588		(2,941	)		(562	)%

The increase in selling, general and administrative (“SG&A”) expense during the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily due to a $2.7 million increase in compensation and benefit costs. SG&A expense was 13% and 14% of revenue for the three months ended September 30, 2011 and 2010, respectively.

Depreciation and amortization decreased by $7.5 million, primarily due to the impact of the $136.0 million long-lived asset impairment recorded in the fourth quarter of 2010 and a reduction in depreciation in our international contract operations business. During the fourth quarter of 2010, we completed an evaluation of our longer-term strategies and, as a result, determined to retire and sell approximately 1,800 idle compressor units, or approximately 600,000 horsepower, that were previously used to provide services

37

in our North America and international contract operations businesses. The long-lived asset impairment decreased depreciation and amortization expense by approximately $4.6 million in the three months ended September 30, 2011.

Long-lived asset impairments in the three months ended September 30, 2011 and 2010 were $2.3 million and $2.2 million, respectively, and resulted from impairments that were recorded on idle compression units.

Restructuring charges of $2.9 million in the three months ended September 30, 2011 were related to severance benefits and consulting services incurred in the third quarter of 2011. See Note 11 to the Financial Statements for further discussion of these charges.

As a result of the level of decline in our stock price and corresponding market capitalization in the third quarter of 2011, we performed a goodwill impairment test of our aftermarket services and fabrication reporting units’ goodwill as of September 30, 2011. This decline in our market capitalization led us to increase the estimate of the market’s implied weighted average cost of capital and reduce the present value of the forecasted cash flows. The test indicated that our aftermarket services and fabrication reporting units’ goodwill was impaired and therefore we recorded a full impairment of the goodwill associated with these reporting units in the third quarter of 2011. See Note 9 to the Financial Statements for further discussion of the goodwill impairments.

The increase in interest expense for the three months ended September 30, 2011 as compared to the three months ended September 30, 2010 was primarily due to the refinancing of portions of our outstanding debt at higher interest rates, including our 7.25% senior notes due December 2018, which we issued in November 2010. In addition, we expensed $1.6 million of unamortized deferred financing costs due to the refinancing of our senior secured credit facility in the three months ended September 30, 2011. The increase in interest expense was partially offset by a lower average debt balance during the three months ended September 30, 2011 compared to the three months ended September 30, 2010.

The change in other (income) expense, net, was primarily due to a foreign currency loss of $14.6 million for the three months ended September 30, 2011 compared to a gain of $1.5 million for the three months ended September 30, 2010. Our foreign currency gains and losses are primarily related to the remeasurement of our international subsidiaries’ net assets exposed to changes in foreign currency rates. For the three months ended September 30, 2011, foreign currency loss included $15.4 million in translation losses related to the re-measurement of our Brazil subsidiary’s U.S. dollar denominated inter-company debt.

Income Taxes
(dollars in thousands)

	Three months ended
	September 30,						Increase
	2011			2010			(Decrease)
Benefit from income taxes	$	(33,491	)	$	(7,083	)		373	%
Effective tax rate		13.6	%		29.4	%		(15.8	)%

The decrease in our effective tax rate in the three months ended September 30, 2011 compared to the three months ended September 30, 2010 was primarily due to the goodwill impairment expense of $196.1 million, of which only $41.9 million is deductible for income tax purposes.

Discontinued Operations
(dollars in thousands)

	Three months ended
	September 30,						Increase
	2011			2010			(Decrease)
Income (loss) from discontinued operations, net of tax	$	(1,502	)	$	(1,325	)		13	%

Income (loss) from discontinued operations, net of tax for the three months ended September 30, 2011 and 2010, related to our operations in Venezuela that were expropriated in June 2009 and include the costs associated with our pending arbitration proceeding. As discussed in Note 2 to the Financial Statements, in June 2009, PDVSA commenced taking possession of our assets and operations in a number of our locations in Venezuela and by the end of the second quarter of 2009, PDVSA had assumed control over substantially all of our assets and operations in Venezuela.

38

THE NINE MONTHS ENDED SEPTEMBER 30, 2011 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2010

Summary of Business Segment Results

North America Contract Operations
(dollars in thousands)

	Nine months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	453,211		$	456,682			(1	)%
Cost of sales (excluding depreciation and amortization expense)		233,657			224,467			4	%
Gross margin	$	219,554		$	232,215			(5	)%
Gross margin percentage		48	%		51	%		(3	)%

The decrease in revenue was primarily attributable to a reduction of revenue in our contract water treatment business in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010. The decrease in revenue was partially offset by an increase in revenue from a gas processing plant that began operations in the first quarter of 2011. Average operating horsepower remained consistent during the nine months ended September 30, 2011 and 2010. The decrease in gross margin and gross margin percentage in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to an increase in lube oil expense and costs to deploy idle fleet assets on customer contracts.

International Contract Operations
(dollars in thousands)

	Nine months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	330,384		$	352,706			(6	)%
Cost of sales (excluding depreciation and amortization expense)		138,959			130,664			6	%
Gross margin	$	191,425		$	222,042			(14	)%
Gross margin percentage		58	%		63	%		(5	)%

The decrease in revenue, gross margin and gross margin percentage in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to the recognition of $19.2 million of revenue with little incremental cost from the early termination of a project in Brazil recorded in the nine months ended September 30, 2010. Gross margin and gross margin percentage in the nine months ended September 30, 2011 were also impacted by higher operating costs in Argentina and Brazil caused primarily by inflation.

Aftermarket Services
(dollars in thousands)

	Nine months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	282,506		$	236,034			20	%
Cost of sales (excluding depreciation and amortization expense)		245,058			200,619			22	%
Gross margin	$	37,448		$	35,415			6	%
Gross margin percentage		13	%		15	%		(2	)%

The increase in revenue in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to an increase in North America and Eastern Hemisphere revenue of $22.3 million and $23.4 million, respectively. Revenue and gross margin in the Eastern Hemisphere for the nine months ended September 30, 2011 included $3.9 million from the renegotiation of the rates, retroactive to April 2010, on an operations and maintenance contract in Gabon. The decrease in gross margin percentage in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to changes in market conditions that have led to a more competitive environment and lower margins on international projects.

39

Fabrication
(dollars in thousands)

	Nine months ended
	September 30,						Increase
	2011			2010			(Decrease)
Revenue	$	914,428		$	800,331			14	%
Cost of sales (excluding depreciation and amortization expense)		811,902			674,987			20	%
Gross margin	$	102,526		$	125,344			(18	)%
Gross margin percentage		11	%		16	%		(5	)%

The increase in revenue for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to $240.0 million of higher revenue in North America. This increase was partially offset by a $131.8 million reduction of revenue in the Eastern Hemisphere. The decrease in gross margin and gross margin percentage was primarily due to lower margins on two projects in the Eastern Hemisphere and increased revenue from projects in North America, which typically have lower margins than the margins on our international fabrication projects.

Costs and Expenses
(dollars in thousands)

	Nine months ended
	September 30,					Increase
	2011		2010			(Decrease)
Selling, general and administrative	$	274,442	$	266,446			3	%
Depreciation and amortization		274,172		296,466			(8	)%
Long-lived asset impairment		4,373		4,698			(7	)%
Restructuring charges		2,941		—			n/a
Goodwill impairment		196,142		—			n/a
Interest expense		110,428		98,592			12	%
Other (income) expense, net		10,223		(7,609	)		(234	)%

The increase in SG&A expense during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to a $14.5 million increase in compensation and benefit costs, partially offset by a $8.4 million reduction in state and local taxes (primarily in North America and Brazil). SG&A expense was 14% of revenue for each of the nine month periods ended September 30, 2011 and 2010.

Depreciation and amortization decreased by $22.3 million, primarily due to the impact of the $136.0 million long-lived asset impairment recorded in the fourth quarter of 2010 and the accelerated depreciation of installation costs of $11.6 million on a project that was terminated early in the second quarter of 2010. During the fourth quarter of 2010, we completed an evaluation of our longer-term strategies and, as a result, determined to retire and sell approximately 1,800 idle compressor units, or approximately 600,000 horsepower, that were previously used to provide services in our North America and international contract operations businesses. The long-lived asset impairment decreased depreciation and amortization expense by approximately $14.3 million in the nine months ended September 30, 2011.

Restructuring charges of $2.9 million in the nine months ended September 30, 2011 were related to severance benefits and consulting services incurred in the third quarter of 2011. See Note 11 to the Financial Statements for further discussion of these charges.

Long-lived asset impairments in the nine months ended September 30, 2011 and 2010 were $4.4 million and $4.7 million, respectively, and resulted from impairments that were recorded on idle compression units.

As a result of the level of decline in our stock price and corresponding market capitalization in the third quarter of 2011, we performed a goodwill impairment test of our aftermarket services and fabrication reporting units’ goodwill as of September 30, 2011. This decline in our market capitalization led us to increase the estimate of the market’s implied weighted average cost of capital and reduce the present value of the forecasted cash flows. The test indicated that our aftermarket services and fabrication reporting units’ goodwill was impaired and therefore we recorded a full impairment of the goodwill associated with these reporting units in the third quarter of 2011. See Note 9 to the Financial Statements for further discussion of the goodwill impairments.

40

The increase in interest expense for the nine months ended September 30, 2011 as compared to the nine months ended September 30, 2010 was primarily due to the refinancing of portions of our outstanding debt at higher interest rates, including our 7.25% senior notes due December 2018, which we issued in November 2010. In addition, we expensed $1.6 million of unamortized deferred financing costs due to the refinancing of our senior secured credit facility and $1.4 million of unamortized deferred financing costs due to the termination of our asset-backed securitization facility in the nine months ended September 30, 2011. The increase in interest expense was partially offset by a lower average debt balance during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010.

The change in other (income) expense, net, was primarily due to an increase in foreign currency loss of $15.1 million for the nine months ended September 30, 2011 compared to a gain of $1.0 million for the nine months ended September 30, 2010. Our foreign currency gains and losses are primarily related to the remeasurement of our international subsidiaries’ net assets exposed to changes in foreign currency rates. For the nine months ended September 30, 2011, foreign currency loss included $9.7 million in translation losses related to the re-measurement of our Brazil subsidiary’s U.S. dollar denominated inter-company debt. The nine months ended September 30, 2010 benefited from a $4.9 million gain recorded on the sale of a loan and our interest in an entity related to a project in Nigeria that had previously been written off. The change in other (income) expense, net, was also impacted by $1.9 million and $4.9 million, respectively, of importation penalties in Brazil for the nine months ended September 30, 2011 and 2010.

Income Taxes
(dollars in thousands)

	Nine months ended
	September 30,						Increase
	2011			2010			(Decrease)
Benefit from income taxes	$	(51,004	)	$	(10,898	)		368	%
Effective tax rate		15.8	%		24.8	%		(9.0	)%

The decrease in our effective tax rate in the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to the goodwill impairment expense of $196.1 million, of which only $41.9 million is deductible for income tax purposes. The decrease in the effective rate was also impacted by a $3.9 million net tax benefit recorded on the sale of loans and interest in an entity related to a project in Nigeria in the nine months ended September 30, 2010.

Discontinued Operations
(dollars in thousands)

	Nine months ended
	September 30,					Increase
	2011			2010		(Decrease)
Income (loss) from discontinued operations, net of tax	$	(4,209	)	$	48,057		(109	)%

Income (loss) from discontinued operations, net of tax for the nine months ended September 30, 2011 and 2010 related to our operations in Venezuela that were expropriated in June 2009 including the costs associated with our pending arbitration proceeding. As discussed in Note 2 to the Financial Statements, in June 2009, PDVSA commenced taking possession of our assets and operations in a number of our locations in Venezuela and by the end of the second quarter of 2009, PDVSA had assumed control over substantially all of our assets and operations in Venezuela. Income (loss) from discontinued operations, net of tax, for the nine months ended September 30, 2010 includes a benefit of $40.9 million of payments received from PDVSA and its affiliates as consideration for the fixed assets of two projects. In January 2010, the Venezuelan government announced a devaluation of the Venezuelan bolivar. This devaluation resulted in a translation gain of approximately $12.2 million on the remeasurement of our net liability position in Venezuela and is reflected in Income (loss) from discontinued operations, net of tax for the nine months ended September 30, 2010. The functional currency of our Venezuela subsidiary is the U.S. dollar and we had more liabilities than assets denominated in bolivars in Venezuela at the time of the devaluation. The exchange rate used to remeasure our net liabilities changed from 2.15 bolivars per U.S. dollar at December 31, 2009 to 4.3 bolivars per U.S. dollar in January 2010.

Noncontrolling Interest

As of September 30, 2011, noncontrolling interest is primarily comprised of the portion of the Partnership’s earnings that is applicable to the limited partner interest in the Partnership owned by the public. As of September 30, 2011, public unitholders held a 65% ownership interest in the Partnership.

41

LIQUIDITY AND CAPITAL RESOURCES

Our unrestricted cash balance was $29.6 million at September 30, 2011, compared to $44.6 million at December 31, 2010. Working capital increased to $451.0 million at September 30, 2011 from $402.4 million at December 31, 2010, primarily due to a reduction of billings on uncompleted contracts in excess of costs and estimated earnings during the nine months ended September 30, 2011.

Our cash flows from operating, investing and financing activities, as reflected in the consolidated statements of cash flows, are summarized in the table below (in thousands):

	Nine Months Ended
	September 30,
	2011			2010
Net cash provided by (used in) continuing operations:
Operating activities	$	73,120		$	252,037
Investing activities		150,823			(26,509	)
Financing activities		(237,806	)		(311,597	)
Effect of exchange rate changes on cash and cash equivalents		(2,458	)		(1,938	)
Discontinued operations		1,336			85,629
Net change in cash and cash equivalents	$	(14,985	)	$	(2,378	)

Operating Activities. The decrease in cash provided by operating activities for the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily due to a reduction in gross margin from operations in the nine months ended September 30, 2011 and an increase in cash used for working capital during the nine months ended September 30, 2011 compared to the 2010 period.

Investing Activities. The increase in cash provided by investing activities was primarily attributable to $289.9 million of net proceeds from the sale of Partnership units during the nine months ended September 30, 2011 compared to $109.4 million of net proceeds from the sale of Partnership units during the nine months ended September 30, 2010.

Financing Activities. The decrease in cash used in financing activities during the nine months ended September 30, 2011 compared to the nine months ended September 30, 2010 was primarily attributable to a decrease in net repayments of long-term debt during the nine months ended September 30, 2011.

Capital Expenditures. We generally invest funds necessary to fabricate fleet additions when our idle equipment cannot be reconfigured to economically fulfill a project’s requirements and the new equipment expenditure is expected to generate economic returns over its expected useful life that exceed our targeted return on capital. We currently plan to spend approximately $230 million to $240 million in net capital expenditures during 2011, including (1) contract operations equipment additions and (2) approximately $90 million to $95 million on equipment maintenance capital related to our contract operations business. Net capital expenditures are net of fleet sales.

Long-Term Debt. As of September 30, 2011, we had approximately $1.7 billion in outstanding debt obligations, consisting of $375.5 million outstanding under our revolving credit facility, $143.8 million outstanding under our 4.75% convertible notes due 2014, $295.4 million outstanding under our 4.25% Notes due June 2014, $350.0 million outstanding under our 7.25% senior notes due 2018, $394.0 million outstanding under the Partnership’s revolving credit facility, and $150.0 million outstanding under the Partnership’s term loan facility.

At September 30, 2011, we had undrawn capacity of $507.9 million under our revolving credit facility. Our senior secured credit agreement limits our Total Debt to EBITDA ratio to not greater than 5.0 to 1.0. Due to this limitation, $196.4 million of the $507.9 million of undrawn capacity under our revolving credit facility was available for additional borrowings as of September 30, 2011.

In July 2011, we entered into a new five-year, $1.1 billion senior secured revolving credit facility (the “2011 Credit Facility”), which matures in July 2016 and replaced our former senior credit facility. We incurred approximately $7.8 million in transaction costs related to the 2011 Credit Facility. These costs are included in Intangible and other assets, net and amortized over the facility term. As a result of the termination of our former senior secured credit facility, we expensed approximately $1.6 million of deferred financing costs associated with our former senior secured credit facility in the third quarter of 2011.

42

Borrowings under the 2011 Credit Facility bear interest at a base rate or LIBOR, at our option, plus an applicable margin. Depending on our Total Leverage Ratio (as defined in the credit agreement), the applicable margin for revolving loans varies (i) in the case of LIBOR loans, from 1.50% to 2.50% and (ii) in the case of base rate loans, from 0.50% to 1.50%. The base rate is the highest of the prime rate announced by Wells Fargo Bank, National Association, the Federal Funds Rate plus 0.5% and one-month LIBOR plus 1.0%. At September 30, 2011, all amounts outstanding under the 2011 Credit Facility were LIBOR loans and the applicable margin was 2.25%. The weighted average annual interest rate at September 30, 2011 on the outstanding balance, excluding the effect of interest rate swaps, was 2.5% under the 2011 Credit Facility.

Our Significant Domestic Subsidiaries (as defined in the credit agreement) guarantee the debt under the 2011 Credit Facility. Borrowings under the 2011 Credit Facility are secured by substantially all of the personal property assets and certain real property assets of us and our Significant Domestic Subsidiaries, including all of the equity interests of our U.S. subsidiaries (other than certain excluded subsidiaries) and 65% of the equity interests in certain of our first-tier foreign subsidiaries. The Partnership does not guarantee the debt under the 2011 Credit Facility, its assets are not collateral under the 2011 Credit Facility and the general partner units in the Partnership are not pledged under the 2011 Credit Facility. Subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the 2011 Credit Facility may be increased by up to an additional $300 million.

The credit agreement contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on our ability to incur additional indebtedness, enter into transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends and distributions. We are also subject to financial covenants, including a ratio of Adjusted EBITDA (as defined in the credit agreement) to Total Interest Expense (as defined in the credit agreement) of not less than 2.25 to 1.0, a ratio of consolidated Total Debt (as defined in the credit agreement) to Adjusted EBITDA of not greater than 5.0 to 1.0 and a ratio of Senior Secured Debt (as defined in the credit agreement) to Adjusted EBITDA of not greater than 4.0 to 1.0. As of September 30, 2011, we maintained a 3.8 to 1.0 Adjusted EBITDA to Total Interest Expense ratio, a 4.3 to 1.0 consolidated Total Debt to Adjusted EBITDA ratio and a 1.4 to 1.0 Senior Secured Debt to Adjusted EBITDA ratio. If we fail to remain in compliance with our financial covenants we would be in default under our debt agreements. In addition, if we were to experience a material adverse effect on our assets, liabilities, financial condition, business or operations that, taken as a whole, impacts our ability to perform our obligations under our debt agreements, this could lead to a default under our debt agreements. A default under one or more of our debt agreements, including a default by the Partnership under its credit facility, would trigger cross-default provisions under certain of our other debt agreements, which would accelerate our obligation to repay our indebtedness under those agreements. As of September 30, 2011, we were in compliance with all financial covenants under the credit agreement.

In August 2007, Exterran ABS 2007 LLC entered into an asset-backed securitization facility. In March 2011, we repaid the $6.0 million outstanding balance under this facility and terminated it. As a result of this termination, we expensed $1.4 million of unamortized deferred financing costs, which is reflected in interest expense in our condensed consolidated statements of operations.

In November 2010, we issued $350 million aggregate principal amount of 7.25% senior notes due December 2018 (the “7.25% Notes”). The 7.25% Notes have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, the securities may not be offered or sold in the U.S. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. We offered and issued the 7.25% Notes only to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to persons outside the U.S. pursuant to Regulation S.

The 7.25% Notes are guaranteed on a senior unsecured basis by all of our existing subsidiaries that guarantee indebtedness under the Credit Agreement and certain of our future subsidiaries. The Partnership and its subsidiaries have not guaranteed the 7.25% Notes. The 7.25% Notes and the guarantees are our and the guarantors’ general unsecured senior obligations, respectively, rank equally in right of payment with all of our and the guarantors’ other senior obligations, and are effectively subordinated to all of our and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In addition, the 7.25% Notes and guarantees are structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, of our non-guarantor subsidiaries.

Prior to December 1, 2013, we may redeem all or a part of the 7.25% Notes at a redemption price equal to the sum of (i) the principal amount thereof, plus (ii) a make-whole premium at the redemption date, plus accrued and unpaid interest, if any, to the redemption date. In addition, we may redeem up to 35% of the aggregate principal amount of the 7.25% Notes prior to December 1, 2013 with the net proceeds of a public or private equity offering at a redemption price of 107.250% of the principal amount of the 7.25% Notes, plus

43

any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the 7.25% Notes issued under the indenture remains outstanding after such redemption and the redemption occurs within 120 days of the date of the closing of such equity offering. On or after December 1, 2013, we may redeem all or a part of the 7.25% Notes at redemption prices (expressed as percentages of principal amount) equal to 105.438% for the twelve-month period beginning on December 1, 2013, 103.625% for the twelve-month period beginning on December 1, 2014, 101.813% for the twelve-month period beginning on December 1, 2015 and 100.000% for the twelve-month period beginning on December 1, 2016 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the 7.25% Notes.

In June 2009, we issued under our shelf registration statement $355.0 million aggregate principal amount of 4.25% convertible senior notes due June 2014 (the “4.25% Notes”). The 4.25% Notes are convertible upon the occurrence of certain conditions into shares of our common stock at an initial conversion rate of 43.1951 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to an initial conversion price of approximately $23.15 per share of common stock. The conversion rate will be subject to adjustment following certain dilutive events and certain corporate transactions. We may not redeem the 4.25% Notes prior to their maturity date.

The 4.25% Notes are our senior unsecured obligations and rank senior in right of payment to our existing and future indebtedness that is expressly subordinated in right of payment to the 4.25% Notes; equal in right of payment to our existing and future unsecured indebtedness that is not so subordinated; junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all existing and future indebtedness and liabilities incurred by our subsidiaries. The 4.25% Notes are not guaranteed by any of our subsidiaries.

On November 3, 2010, the Partnership, as guarantor, and EXLP Operating LLC, a wholly-owned subsidiary of the Partnership, as borrower, entered into an amendment and restatement of their senior secured credit agreement (as so amended and restated, the “Partnership Credit Agreement”) to provide for a new five-year, $550 million senior secured credit facility consisting of a $400 million revolving credit facility and a $150 million term loan facility. In March 2011, the revolving borrowing capacity under this facility was increased by $150.0 million to $550.0 million. Concurrent with the execution of the Partnership Credit Agreement in November 2010, the Partnership borrowed $304.0 million under its revolving credit facility and $150.0 million under its term loan facility and used the proceeds to (i) repay the entire $406.1 million outstanding under the Partnership’s previous senior secured credit facility, (ii) repay the entire $30.0 million outstanding under the Partnership’s asset-backed securitization facility and terminate that facility, (iii) pay $14.8 million to terminate the interest rate swap agreements to which the Partnership was a party and (iv) pay customary fees and other expenses relating to the Partnership Credit Agreement.

As of September 30, 2011, the Partnership had $156.0 million of undrawn capacity under its revolving credit facility. The Partnership Credit Agreement limits the Partnership’s Total Debt to EBITDA ratio (as defined in the Partnership Credit Agreement) to not greater than 4.75 to 1.0. The Partnership Credit Agreement allows for the Partnership’s Total Debt to EBITDA ratio to be increased from 4.75 to 1.0 to 5.25 to 1.0 during a quarter when an acquisition meeting certain thresholds is completed and for the following two quarters after such an acquisition closes. Therefore, because the June 2011 Contract Operations Acquisition closed in the second quarter of 2011, the maximum allowed ratio of Total Debt to EBITDA is 5.25 to 1.0 through December 31, 2011, reverting to 4.75 to 1.0 for the quarter ending March 31, 2012 and subsequent quarters.

The Partnership’s revolving credit facility bears interest at a base rate or LIBOR, at the Partnership’s option, plus an applicable margin. Depending on the Partnership’s leverage ratio, the applicable margin for revolving loans varies (i) in the case of LIBOR loans, from 2.25% to 3.25% and (ii) in the case of base rate loans, from 1.25% to 2.25%. The base rate is the highest of the prime rate announced by Wells Fargo Bank, National Association, the Federal Funds Effective Rate plus 0.5% or one-month LIBOR plus 1.0%. At September 30, 2011, all amounts outstanding under this facility were LIBOR loans and the applicable margin was 2.5%. The weighted average annual interest rate on the outstanding balance of this facility at September 30, 2011, excluding the effect of interest rate swaps, was 2.8%.

The Partnership’s term loan facility bears interest at a base rate or LIBOR, at the Partnership’s option, plus an applicable margin. Depending on the Partnership’s leverage ratio, the applicable margin for term loans varies (i) in the case of LIBOR loans, from 2.5% to 3.5% and (ii) in the case of base rate loans, from 1.5% to 2.5%. At September 30, 2011, all amounts outstanding under the term loan were LIBOR loans and the applicable margin was 2.75%. The average annual interest rate on the outstanding balance of the term loan at September 30, 2011, excluding the effect of interest rate swaps, was 3.0%.

44

Borrowings under the Partnership Credit Agreement are secured by substantially all of the U.S. personal property assets of the Partnership and its Significant Domestic Subsidiaries (as defined in the Partnership Credit Agreement), including all of the membership interests of the Partnership’s Domestic Subsidiaries (as defined in the Partnership Credit Agreement).

The Partnership Credit Agreement contains various covenants with which the Partnership must comply, including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on its ability to incur additional indebtedness, enter into transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends and distributions. It also contains various covenants requiring mandatory prepayments of the term loans from the net cash proceeds of certain future asset transfers and debt issuances. The Partnership must maintain various consolidated financial ratios, including a ratio of EBITDA (as defined in the Partnership Credit Agreement) to Total Interest Expense (as defined in the Partnership Credit Agreement) of not less than 3.0 to 1.0 (which will decrease to 2.75 to 1.0 following the occurrence of certain events specified in the Partnership Credit Agreement) and a ratio of Total Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 4.75 to 1.0. As discussed above, because the June 2011 Contract Operations Acquisition closed during the second quarter of 2011, the Partnership’s Total Debt to EBITDA ratio was temporarily increased from 4.75 to 1.0 to 5.25 to 1.0 during the quarter ended June 30, 2011, and will continue at that level through December 31, 2011, reverting to 4.75 to 1.0 for the quarter ending March 31, 2012 and subsequent quarters. As of September 30, 2011, the Partnership maintained a 7.1 to 1.0 EBITDA to Total Interest Expense ratio and a 3.7 to 1.0 Total Debt to EBITDA ratio. A violation of the Partnership’s Total Debt to EBITDA covenant would be an event of default under the Partnership Credit Agreement, which would trigger cross-default provisions under certain of our debt agreements. As of September 30, 2011, the Partnership was in compliance with all financial covenants under the Partnership Credit Agreement.

We have entered into interest rate swap agreements related to a portion of our variable rate debt. In the fourth quarter of 2010, we paid $43.0 million to terminate interest rate swap agreements with a total notional value of $585.0 million and a weighted average rate of 4.6%. These swaps qualified for hedge accounting and were previously included on our balance sheet as a liability and in accumulated other comprehensive income (loss). The liability was paid in connection with the termination, and the associated amount in accumulated other comprehensive income (loss) will be amortized into interest expense over the original term of the swaps. Of the total amount included in accumulated other comprehensive income (loss), $15.0 million was amortized into interest expense during the first nine months of 2011 and we expect $5.3 million to be amortized into interest expense during the remainder of 2011. See Note 7 to the Financial Statements for further discussion of our interest rate swap agreements. See Part I, Item 3 “Quantitative and Qualitative Disclosures About Market Risk” for further discussion of our interest rate swap agreements.

We may from time to time seek to retire or purchase our outstanding debt though cash purchases and/or exchanges for equity securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.

Historically, we have financed capital expenditures with a combination of net cash provided by operating and financing activities. Our ability to access the capital markets may be restricted at a time when we would like, or need, to do so, which could have an adverse impact on our ability to maintain our fleet and to grow. If any of our lenders become unable to perform their obligations under our credit facilities, our borrowing capacity under these facilities could be reduced. Inability to borrow additional amounts under those facilities could limit our ability to fund our future growth and operations. Based on current market conditions, we expect that net cash provided by operating activities will be sufficient to finance our operating expenditures, capital expenditures and scheduled interest and debt repayments through December 31, 2011; however, to the extent it is not, we may borrow additional funds under our credit facilities or we may seek additional debt or equity financing.

Dividends. We have not paid any cash dividends on our common stock since our formation, and we do not anticipate paying such dividends in the foreseeable future. Our board of directors anticipates that all cash flows generated from operations in the foreseeable future will be retained and used to repay our debt, repurchase our stock or develop and expand our business, except for a portion of the cash flow generated from operations of the Partnership which will be used to pay distributions on its units. Any future determinations to pay cash dividends on our common stock will be at the discretion of our board of directors and will depend on our results of operations and financial condition, credit and loan agreements in effect at that time and other factors deemed relevant by our board of directors.

Partnership Distributions to Unitholders. The Partnership’s partnership agreement requires it to distribute all of its “available cash” quarterly. Under the partnership agreement, available cash is defined generally to mean, for each fiscal quarter, (1) cash on hand at the Partnership at the end of the quarter in excess of the amount of reserves its general partner determines is necessary or appropriate to provide for the conduct of its business, to comply with applicable law, any of its debt instruments or other agreements or to provide for future distributions to its unitholders for any one or more of the upcoming four quarters, plus, (2) if the Partnership’s general partner so determines, all or a portion of the Partnership’s cash on hand on the date of determination of available cash for the quarter.

45

Under the terms of the partnership agreement, there is no guarantee that unitholders will receive quarterly distributions from the Partnership. The Partnership’s distribution policy, which may be changed at any time, is subject to certain restrictions, including (1) restrictions contained in the Partnership’s revolving credit facility, (2) the Partnership’s general partner’s establishment of reserves to fund future operations or cash distributions to the Partnership’s unitholders, (3) restrictions contained in the Delaware Revised Uniform Limited Partnership Act and (4) the Partnership’s lack of sufficient cash to pay distributions.

Through our ownership of common and subordinated units and all of the equity interests in the general partner of the Partnership, we expect to receive cash distributions from the Partnership. Our rights to receive distributions of cash from the Partnership as holder of subordinated units are subordinated to the rights of the common unitholders to receive such distributions.

On October 28, 2011, the board of directors of Exterran GP LLC approved a cash distribution of $0.4875 per limited partner unit, or approximately $19.3 million, including distributions to the Partnership’s general partner on its incentive distribution rights. The distribution covers the period from July 1, 2011 through September 30, 2011. The record date for this distribution is November 10, 2011, and payment is expected to occur on November 14, 2011.

NON-GAAP FINANCIAL MEASURES

We define gross margin as total revenue less cost of sales (excluding depreciation and amortization expense). Gross margin is included as a supplemental disclosure because it is a primary measure used by our management as it represents the results of revenue and cost of sales (excluding depreciation and amortization expense), which are key components of our operations. We believe gross margin is important because it focuses on the current operating performance of our operations and excludes the impact of the prior historical costs of the assets acquired or constructed that are utilized in those operations, the indirect costs associated with selling, general and administrative (“SG&A”) activities, the impact of our financing methods and income taxes. Depreciation expense may not accurately reflect the costs required to maintain and replenish the operational usage of our assets and therefore may not portray the costs from current operating activity. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income (loss) as determined in accordance with accounting principles generally accepted in the U.S. (“GAAP”). Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.

Gross margin has certain material limitations associated with its use as compared to net income (loss). These limitations are primarily due to the exclusion of interest expense, depreciation and amortization expense, SG&A expense, impairments and restructuring charges. Each of these excluded expenses is material to our consolidated results of operations. Because we intend to finance a portion of our operations through borrowings, interest expense is a necessary element of our costs and our ability to generate revenue. Additionally, because we use capital assets, depreciation expense is a necessary element of our costs and our ability to generate revenue, and SG&A expenses are necessary costs to support our operations and required corporate activities. To compensate for these limitations, management uses this non-GAAP measure as a supplemental measure to other GAAP results to provide a more complete understanding of our performance.

For a reconciliation of gross margin to net income (loss), see Note 15 to the Financial Statements.

We define EBITDA, as adjusted, as net income (loss) plus income (loss) from discontinued operations (net of tax), cumulative effect of accounting changes (net of tax), income taxes, interest expense (including debt extinguishment costs and gain or loss on termination of interest rate swaps), depreciation and amortization expense, impairment charges, non-cash gains or losses from foreign currency exchange rate changes recorded on intercompany obligations, merger and integration expenses, restructuring charges and other charges. We believe EBITDA, as adjusted, is an important measure of operating performance because it allows management, investors and others to evaluate and compare our core operating results from period to period by removing the impact of our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), our subsidiaries’ capital structure (non-cash gains or losses from foreign currency exchange rate changes on intercompany obligations), tax consequences, impairment charges, merger and integration expenses, restructuring charges and other charges. Management uses EBITDA, as adjusted, as a supplemental measure to review current period operating performance, comparability measures and performance measures for period to period comparisons. Our EBITDA, as adjusted, may not be comparable to a similarly titled measure of another company because other entities may not calculate EBITDA in the same manner.

In the third quarter of 2011, we revised our definition of EBITDA, as adjusted, to add back non-cash gains or losses from foreign currency exchange rate changes recorded on intercompany obligations. This adjustment was made as management uses the resulting EBITDA, as adjusted, as a supplemental measure to review current period operating performance. In addition, this adjustment is

46

included in the Adjusted EBITDA definition used in various financial covenant calculations under our 2011 Credit Facility. We have also made this change to prior periods included herein for comparative purposes.

EBITDA, as adjusted, is not a measure of financial performance under GAAP, and should not be considered in isolation or as an alternative to net income (loss), cash flows from operating activities and other measures determined in accordance with GAAP. Items excluded from EBITDA, as adjusted, are significant and necessary components to the operations of our business, and, therefore, EBITDA, as adjusted, should only be used as a supplemental measure of our operating performance.

The following table reconciles our net income (loss) to EBITDA, as adjusted (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income (loss)	$	(214,547	)	$	(18,356	)	$	(275,235	)	$	15,030
(Income) loss from discontinued operations, net of tax		1,502			1,325			4,209			(48,057	)
Depreciation and amortization		91,018			98,503			274,172			296,466
Long-lived asset impairment		2,310			2,246			4,373			4,698
Restructuring charges		2,941			—			2,941			—
Goodwill impairment		196,142			—			196,142			—
Interest expense		38,672			33,050			110,428			98,592
Investment in non-consolidated affiliates impairment		262			—			262			348
(Gain) loss on remeasurement of intercompany balances		14,859			(5,128	)		13,686			(2,354	)
Gain on sale of our investment in the subsidiary that owns the barge mounted processing plant and other related assets used on the Cawthorne Channel Project		—			—			—			(4,863	)
Benefit from income taxes		(33,491	)		(7,083	)		(51,004	)		(10,898	)
EBITDA, as adjusted	$	99,668		$	104,557		$	279,974		$	348,962

OFF-BALANCE SHEET ARRANGEMENTS

We have no material off-balance sheet arrangements.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks primarily associated with changes in interest rates and foreign currency exchange rates. We use derivative financial instruments to minimize the risks and/or costs associated with financial activities by managing our exposure to interest rate fluctuations on a portion of our debt obligations. We also use derivative financial instruments to minimize the risks caused by currency fluctuations in certain foreign currencies. We do not use derivative financial instruments for trading or other speculative purposes.

We have significant international operations. The net assets and liabilities of these operations are exposed to changes in currency exchange rates. These operations may also have net assets and liabilities not denominated in their functional currency, which exposes us to changes in foreign currency exchange rates that impact income. We recorded a foreign currency loss in our condensed consolidated statements of operations of approximately $15.1 million in the first nine months of 2011 compared to a gain of $1.0 million in the first nine months of 2010. Our foreign currency gains and losses are primarily due to exchange rate fluctuations related to monetary asset balances denominated in currencies other than the functional currency. For the nine months ended September 30, 2011, foreign currency loss included $13.7 million in translation losses related to the re-measurement of our Brazil subsidiary’s U.S. dollar denominated inter-company debt. Changes in exchange rates may create gains or losses in future periods to the extent we maintain net assets and liabilities not denominated in the functional currency.

As of September 30, 2011, after taking into consideration interest rate swaps, we had approximately $104.5 million of outstanding indebtedness that was effectively subject to floating interest rates. A 1% increase in the effective interest rate on our outstanding debt subject to floating interest rates would result in an annual increase in our interest expense of approximately $1.0 million.

For further information regarding our use of interest rate swap agreements to manage our exposure to interest rate fluctuations on a portion of our debt obligations and derivative instruments to minimize foreign currency exchange risk, see Note 7 to the Financial Statements.

47

Item 4. Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this report, our principal executive officer and principal financial officer evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act), which are designed to provide reasonable assurance that we are able to record, process, summarize and report the information required to be disclosed in our reports under the Exchange Act within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based on the evaluation, as of September 30, 2011, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in reports that we file or submit under the Exchange Act is accumulated and communicated to management, and made known to our principal executive officer and principal financial officer, on a timely basis to ensure that it is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) during the last fiscal quarter that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

48

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In the ordinary course of business we are involved in various pending or threatened legal actions. While management is unable to predict the ultimate outcome of these actions, it believes that any ultimate liability arising from these actions will not have a material effect on our consolidated financial position, results of operations or cash flows; however, because of the inherent uncertainty of litigation, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial position, results of operations or cash flows for the period in which the resolution occurs.

Item 1A. Risk Factors

There have been no material changes or updates in our risk factors that were previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2010, except as follows:

New regulations, proposed regulations and proposed modifications to existing regulations under the Clean Air Act (“CAA”), if implemented, could result in increased compliance costs.

On August 20, 2010, the Environmental Protection Agency (“EPA”) published new regulations under the CAA to control emissions of hazardous air pollutants from existing stationary reciprocal internal combustion engines. The rule will require us to undertake certain expenditures and activities, likely including purchasing and installing emissions control equipment, such as oxidation catalysts or non-selective catalytic reduction equipment, on a portion of our engines located at major sources of hazardous air pollutants and all our engines over a certain size regardless of location, following prescribed maintenance practices for engines (which are consistent with our existing practices), and implementing additional emissions testing and monitoring. On October 19, 2010, we submitted a legal challenge to the U.S. Court of Appeals for the D.C. Circuit and a Petition for Administrative Reconsideration to the EPA for some monitoring aspects of the rule. The legal challenge has been held in abeyance since December 3, 2010, pending the EPA’s consideration of the Petition for Administrative Reconsideration. On January 5, 2011, the EPA approved the request for reconsideration of the monitoring issues and that reconsideration process is ongoing. At this point, we cannot predict when, how or if an EPA or a court ruling would modify the final rule, and as a result we cannot currently accurately predict the cost to comply with the rule’s requirements. Compliance with the final rule is required by October 2013.

In addition, the Texas Commission on Environmental Quality (“TCEQ”) has finalized revisions to certain air permit programs that significantly increase the air permitting requirements for new and certain existing oil and gas production and gathering sites for 23 counties in the Barnett Shale production area. The final rule establishes new emissions standards for engines, which could impact the operation of specific categories of engines by requiring the use of alternative engines, compressor packages or the installation of aftermarket emissions control equipment. The rule became effective for the Barnett Shale production area in April 2011, and the lower emissions standards will become applicable between 2015 and 2030 depending on the type of engine and the permitting requirements. Our cost to comply with the revised air permit programs is not expected to be material at this time. Although the TCEQ had previously stated it would consider expanding application of the new air permit program statewide, the Texas Legislature adopted legislation prohibiting such an expansion in the near term. At this point, we cannot predict whether or when such a geographic expansion of those rules might occur or the cost to comply with any such requirements.

On July 28, 2011, the EPA proposed regulations focused on reducing the emissions of certain chemicals by the oil and natural gas industry, including volatile organic compounds, sulfur dioxide and certain air toxics. Based on a review of the proposed regulations, it appears our business could be affected by certain portions of those proposed regulations. We will continue to review and evaluate this proposal as it might apply to our different equipment and activities. At this point, however, we cannot predict what applicable requirements may eventually be adopted with respect to this proposed rule or the cost to comply with such requirements.

These new regulations and proposals, when finalized, and any other new regulations requiring the installation of more sophisticated pollution control equipment or the adoption of other environmental protection measures, could have a material adverse impact on our business, financial condition, results of operations and cash flows.

49

Item 6. Exhibits

Exhibit No.	Description
2.1	Contribution, Conveyance and Assumption Agreement, dated October 2, 2009, by and among Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on October 5, 2009
2.2	Contribution, Conveyance and Assumption Agreement, dated July 26, 2010, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 28, 2010
2.3	Contribution, Conveyance and Assumption Agreement, dated May 23, 2011, by and among Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on May 24, 2011
3.1	Restated Certificate of Incorporation of Exterran Holdings, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on August 20, 2007
3.2	Second Amended and Restated Bylaws of Exterran Holdings, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
4.1	Eighth Supplemental Indenture, dated August 20, 2007, by and between Hanover Compressor Company, Exterran Holdings, Inc., and U.S. Bank National Association, as Trustee, for the 4.75% Convertible Senior Notes due 2014, incorporated by reference to Exhibit 10.15 of the Registrant’s Current Report on Form 8-K filed on August 23, 2007
4.2	Indenture, dated as of June 10, 2009, between Exterran Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 16, 2009
4.3	Supplemental Indenture, dated as of June 10, 2009, between Exterran Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on June 16, 2009
4.4	Indenture, dated as of November 23, 2010, by and among Exterran Holdings, Inc., the Guarantors named therein and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 24, 2010
4.5	Registration Rights Agreement, dated as of November 23, 2010, by and among Exterran Holdings, Inc., the Guarantors named therein and the Initial Purchasers named therein, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 24, 2010
10.1	Senior Secured Credit Agreement, dated as of July 8, 2011, by and among Exterran Holdings, Inc., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BNP Paribas, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada and The Royal Bank of Scotland plc, as Co-Syndication Agents, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011 (portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text) and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment)
10.2	Guaranty Agreement, dated as of July 8, 2011, made by EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011
10.3	Collateral Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011

50

Exhibit No.	Description
10.4	Pledge Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES GP, L.P., Enterra Compression Investment Company, EXH GP LP LLC, EXH MLP LP LLC, Exterran Energy Corp., Exterran Energy Solutions, L.P., Exterran General Holdings LLC, Exterran HL LLC, Exterran Holdings HL LLC, Hanover Asia, Inc., Universal Compression International, Inc. and Universal Compression Services LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011
10.5†	Separation Agreement between Exterran Holdings, Inc. and Ernie L. Danner, dated August 3, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 4, 2011
10.6†	Form of Exterran Holdings, Inc. Severance Benefit Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 16, 2011
31.1*	Certification of the Interim Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of the Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1**	Interactive data files pursuant to Rule 405 of Regulation S-T

†	Management contract or compensatory plan or arrangement.
*	Filed herewith.
**	Furnished, not filed.

51

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	EXTERRAN HOLDINGS, INC.
Date: November 4, 2011	By:	/s/ J. MICHAEL ANDERSON
		J. Michael Anderson
		Senior Vice President and Chief Financial Officer (Principal Financial Officer)
	By:	/s/ KENNETH R. BICKETT
		Kenneth R. Bickett
		Vice President, Finance and Accounting (Principal Accounting Officer)

52

EXHIBIT INDEX

Exhibit No.	Description
2.1	Contribution, Conveyance and Assumption Agreement, dated October 2, 2009, by and among Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on October 5, 2009
2.2	Contribution, Conveyance and Assumption Agreement, dated July 26, 2010, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on July 28, 2010
2.3	Contribution, Conveyance and Assumption Agreement, dated May 23, 2011, by and among Exterran Holdings, Inc., Exterran Energy Corp., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, Exterran GP LLC, EXH MLP LP LLC, Exterran General Partner, L.P., EXLP Operating LLC, EXLP Leasing LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 2.1 of the Registrant’s Current Report on Form 8-K filed on May 24, 2011
3.1	Restated Certificate of Incorporation of Exterran Holdings, Inc., incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on August 20, 2007
3.2	Second Amended and Restated Bylaws of Exterran Holdings, Inc., incorporated by reference to Exhibit 3.2 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008
4.1	Eighth Supplemental Indenture, dated August 20, 2007, by and between Hanover Compressor Company, Exterran Holdings, Inc., and U.S. Bank National Association, as Trustee, for the 4.75% Convertible Senior Notes due 2014, incorporated by reference to Exhibit 10.15 of the Registrant’s Current Report on Form 8-K filed on August 23, 2007
4.2	Indenture, dated as of June 10, 2009, between Exterran Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.1 of the Registrant’s Current Report on Form 8-K filed on June 16, 2009
4.3	Supplemental Indenture, dated as of June 10, 2009, between Exterran Holdings, Inc. and Wells Fargo Bank, National Association, as trustee, incorporated by reference to Exhibit 4.2 of the Registrant’s Current Report on Form 8-K filed on June 16, 2009
4.4	Indenture, dated as of November 23, 2010, by and among Exterran Holdings, Inc., the Guarantors named therein and Wells Fargo Bank, National Association, incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on November 24, 2010
4.5	Registration Rights Agreement, dated as of November 23, 2010, by and among Exterran Holdings, Inc., the Guarantors named therein and the Initial Purchasers named therein, incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on November 24, 2010
10.1	Senior Secured Credit Agreement, dated as of July 8, 2011, by and among Exterran Holdings, Inc., as Borrower, Wells Fargo Bank, National Association, as Administrative Agent, BNP Paribas, Credit Agricole Corporate and Investment Bank, Royal Bank of Canada and The Royal Bank of Scotland plc, as Co-Syndication Agents, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011 (portions of this exhibit have been omitted by redacting a portion of the text (indicated by asterisks in the text) and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment)
10.2	Guaranty Agreement, dated as of July 8, 2011, made by EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011
10.3	Collateral Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES Leasing LLC, EXH GP LP LLC, EXH MLP LP LLC and Exterran Energy Solutions, L.P. in favor of Wells Fargo Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011

53

Exhibit No.	Description
10.4	Pledge Agreement, dated as of July 8, 2011, made by Exterran Holdings, Inc., EES GP, L.P., Enterra Compression Investment Company, EXH GP LP LLC, EXH MLP LP LLC, Exterran Energy Corp., Exterran Energy Solutions, L.P., Exterran General Holdings LLC, Exterran HL LLC, Exterran Holdings HL LLC, Hanover Asia, Inc., Universal Compression International, Inc. and Universal Compression Services LLC in favor of Wells Fargo Bank, National Association, as Administrative Agent, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on July 14, 2011
10.5†	Separation Agreement between Exterran Holdings, Inc. and Ernie L. Danner, dated August 3, 2011, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 4, 2011
10.6†	Form of Exterran Holdings, Inc. Severance Benefit Agreement, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on September 16, 2011
31.1*	Certification of the Interim Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of the Interim Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.1**	Interactive data files pursuant to Rule 405 of Regulation S-T

†	Management contract or compensatory plan or arrangement.
*	Filed herewith.
**	Furnished, not filed.

54

EX-31.1

Exhibit 31.1

Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     I, D. Bradley Childers, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Exterran Holdings, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2011

By:	/s/ D. Bradley Childers
	Name:	D. Bradley Childers
	Title:	Interim Chief Executive Officer (Principal Executive Officer)

EX-31.2

Exhibit 31.2

Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

     I, J. Michael Anderson, certify that:

     1. I have reviewed this Quarterly Report on Form 10-Q of Exterran Holdings, Inc.;

     2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

     3. Based on my (knowledge), the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

     4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

     5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 4, 2011

By:	/s/ J. MICHAEL ANDERSON
	Name:	J. Michael Anderson
	Title:	Chief Financial Officer (Principal Financial Officer)

EX-32.1

Exhibit 32.1

Certification of CEO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Exterran Holdings, Inc. (the “Company”) for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), D. Bradley Childers, as Interim Chief Executive Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ D. Bradley Childers
Name:	D. Bradley Childers
Title:	Interim Chief Executive Officer

Date: November 4, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2

Exhibit 32.2

Certification of CFO Pursuant to
18 U.S.C. Section 1350,
as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report on Form 10-Q of Exterran Holdings, Inc. (the “Company”) for the quarter ended September 30, 2011 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), J. Michael Anderson, as Chief Financial Officer of the Company, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:

(1)	the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ J. MICHAEL ANDERSON
Name:	J. Michael Anderson
Title:	Chief Financial Officer

Date: November 4, 2011

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

XML

Property, Plant and Equipment (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Property, plant and equipment, net
Property, plant and equipment, gross	$ 4,807,741	$ 4,836,599
Accumulated depreciation	(1,812,027)	(1,743,947)
Property, plant and equipment, net	2,995,714	3,092,652
Compression equipment, facilities and other fleet assets [Member]
Property, plant and equipment, net
Property, plant and equipment, gross	4,240,228	4,302,483
Land and buildings [Member]
Property, plant and equipment, net
Property, plant and equipment, gross	175,441	166,273
Transportation and shop equipment [Member]
Property, plant and equipment, net
Property, plant and equipment, gross	242,307	225,073
Other [Member]
Property, plant and equipment, net
Property, plant and equipment, gross	$ 149,765	$ 142,770

XML

Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $) In Thousands, except Share data	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Allowance for accounts receivable	$ 12,391	$ 13,108
Equity:
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, shares authorized	250,000,000	250,000,000
Common stock, shares issued	70,000,296	69,071,027
Treasury stock, common shares	6,021,405	5,841,087

XML

Condensed Consolidated Statements of Operations (Unaudited) (USD $) In Thousands, except Per Share data	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenues:
North America contract operations	$ 151,402	$ 152,007	$ 453,211	$ 456,682
International contract operations	113,759	111,879	330,384	352,706
Aftermarket services	106,666	82,348	282,506	236,034
Fabrication	332,651	279,389	914,428	800,331
Total revenues	704,478	625,623	1,980,529	1,845,753
Cost of sales (excluding depreciation and amortization expense):
North America contract operations	77,639	78,281	233,657	224,467
International contract operations	48,227	46,936	138,959	130,664
Aftermarket services	85,987	73,717	245,058	200,619
Fabrication	303,259	231,716	811,902	674,987
Selling, general and administrative	90,969	88,229	274,442	266,446
Depreciation and amortization	91,018	98,503	274,172	296,466
Long-lived asset impairment	2,310	2,246	4,373	4,698
Restructuring charges	2,941		2,941
Goodwill impairment	196,142		196,142
Interest expense	38,672	33,050	110,428	98,592
Equity in loss of non-consolidated affiliates	262		262	348
Other (income) expense, net	13,588	(2,941)	10,223	(7,609)
Total Costs and Expenses	951,014	649,737	2,302,559	1,889,678
Loss before income taxes	(246,536)	(24,114)	(322,030)	(43,925)
Benefit from income taxes	(33,491)	(7,083)	(51,004)	(10,898)
Loss from continuing operations	(213,045)	(17,031)	(271,026)	(33,027)
Income (loss) from discontinued operations, net of tax	(1,502)	(1,325)	(4,209)	48,057
Net income (loss)	(214,547)	(18,356)	(275,235)	15,030
Less: Net (income) loss attributable to the noncontrolling interest	(1,427)	371	1,205	1,173
Net income (loss) attributable to Exterran stockholders	$ (215,974)	$ (17,985)	$ (274,030)	$ 16,203
Basic income (loss) per common share:
Loss from continuing operations attributable to Exterran stockholders	$ (3.42)	$ (0.27)	$ (4.31)	$ (0.51)
Income (loss) from discontinued operations attributable to Exterran stockholders	$ (0.02)	$ (0.02)	$ (0.07)	$ 0.77
Net income (loss) attributable to Exterran stockholders	$ (3.44)	$ (0.29)	$ (4.38)	$ 0.26
Diluted income (loss) per common share:
Loss from continuing operations attributable to Exterran stockholders	$ (3.42)	$ (0.27)	$ (4.31)	$ (0.51)
Income (loss) from discontinued operations attributable to Exterran stockholders	$ (0.02)	$ (0.02)	$ (0.07)	$ 0.77
Net income (loss) attributable to Exterran stockholders	$ (3.44)	$ (0.29)	$ (4.38)	$ 0.26
Weighted average common and equivalent shares outstanding:
Basic	62,728	62,111	62,583	61,969
Diluted	62,728	62,111	62,583	61,969

XML

Retirement Benefit Plan (Details Textuals)	9 Months Ended
	Sep. 30, 2011
Retirement Benefit Plan (Textuals) [Abstract]
Description of defined contribution pension and other postretirement plans	(i) 100% of each participant’s first 1% of contributions plus (ii) 50% of each participant’s contributions up to the next 5% of eligible compensation

XML

Long-Term Debt (Details Textuals) (USD $)	3 Months Ended	6 Months Ended	9 Months Ended					3 Months Ended	9 Months Ended				1 Months Ended	9 Months Ended								9 Months Ended
	Sep. 30, 2010	Jun. 30, 2009	Sep. 30, 2011	Sep. 30, 2010	May 31, 2011	Mar. 31, 2011	Sep. 30, 2011 4.75% convertible senior notes due January 2014 [Member]	Sep. 30, 2011 4.25% convertible senior notes due June 2014 [Member]	Sep. 30, 2011 4.25% convertible senior notes due June 2014 [Member]	Dec. 31, 2010 4.25% convertible senior notes due June 2014 [Member]	Jun. 30, 2009 4.25% convertible senior notes due June 2014 [Member]	Sep. 30, 2011 7.25% senior notes due December 2018 [Member]	Mar. 31, 2011 2007 asset-backed securitization facility notes due July 2012 [Member]	Sep. 30, 2011 2007 asset-backed securitization facility notes due July 2012 [Member]	Sep. 30, 2011 2010 Term Loan [Member] Exterran Partners L.P [Member]	Sep. 30, 2011 Letter of credit [Member]	Sep. 30, 2011 Revolving Credit Facility Due August 2012 [Member]	Mar. 31, 2011 Revolver 2010 [Member] Exterran Partners L.P [Member]	Nov. 03, 2010 Revolver 2010 [Member] Exterran Partners L.P [Member]	Sep. 30, 2011 Partnership revolving credit facility [Member] Exterran Partners L.P [Member]	Sep. 30, 2011 Senior secured revolving credit facility [Member]	Sep. 30, 2011 Libor loans [Member] Maximum [Member]	Sep. 30, 2011 Libor loans [Member] Minimum [Member]	Sep. 30, 2011 Base rate loans [Member] Maximum [Member]	Sep. 30, 2011 Base rate loans [Member] Minimum [Member]	Nov. 03, 2010 Exterran Partners L.P [Member]
Debt Instrument [Line Items]
Rate of convertible senior notes							4.75%	4.25%	4.25%			7.25%
Outstanding asset-backed securitization facility			$ 1,804,578,000	$ 1,158,083,000									$ 6,000,000
Amortization of deferred financing costs			7,357,000	3,733,000										1,400,000
Unamortized Discount								59,600,000	59,600,000	73,200,000
Term loan face amount											355,000,000
Conversion Price of Debt Instrument											$ 23.15
Debt discount								97,900,000	97,900,000
Recognized interest expense related to the contractual interest coupon	3,800,000			11,300,000				3,800,000	11,300,000
Recognized interest expense related to amortization of the debt discount	4,200,000			12,100,000				4,700,000	13,600,000
Effective interest rate									11.67%
Outstanding senior secured borrowings					64,800,000											216,600,000	375,500,000
Undrawn capacity under revolving credit facility																	507,900,000			156,000,000
Undrawn capacity under both facilities available for additional borrowings			196,400,000
Senior secured credit facility																										550,000,000
Revolving credit facility borrowing capacity						550,000,000													400,000,000		1,100,000,000
Term loan facility															150,000,000
Increases revolving borrowing facility																		150,000,000
Applicable margin for revolving loans																						2.50%	1.50%	1.50%	0.50%
Debt (Textuals) [Abstract]
Transaction costs related to credit facility			7,800,000
Deferred finance costs expected to be written off			1,600,000
Borrowings under new credit agreement			387,300,000
Debt Instrument conversion Description		Initial conversion rate of 43.1951 shares of our common stock per $1,000 principal amount of the convertible notes
Initial conversion rate of debt instrument		43.1951
Debt instrument carrying amount		1,000
Required maximum ratio of Total debt to EBITDA			5.0
Expiration period of credit facility			5 years
Credit Facility base rate margin over prime rate			0.50%
Credit Facility base rate margin over LIBOR rate			1.00%
Percentage of equity interests in first tier foreign subsidiaries			65.00%
Senior secured revolving credit facility Maximum additional commitments			$ 300,000,000
Senior secured revolving credit facility covenants Ratio of Adjusted EBITDA to Total Interest Expense			not less than 2.25 to 1.0
Senior secured revolving credit facility covenants Ratio of Consolidated Total Debt to Adjusted EBITDA			not greater than 5.0 to 1.0
Senior secured revolving credit facility covenants Ratio of Senior Secured Debt to Adjusted EBITDA			not greater than 4.0 to 1.0

XML

Retirement Benefit Plan

9 Months Ended

Sep. 30, 2011

Retirement Benefit Plan [Abstract]

RETIREMENT BENEFIT PLAN

16. RETIREMENT BENEFIT PLAN

Our 401(k) retirement plan provides for optional employee contributions up to the Internal Revenue Service limit and discretionary employer matching contributions. We generally make discretionary matching contributions to each participant’s account at a rate of (i) 100% of each participant’s first 1% of contributions plus (ii) 50% of each participant’s contributions up to the next 5% of eligible compensation. We made no discretionary matching contributions from July 1, 2009 through June 30, 2010, but began making them again effective on July 1, 2010.

XML

Document and Entity Information (USD $)	9 Months Ended
	Sep. 30, 2011	Oct. 27, 2011	Jun. 30, 2010
Document and Entity Information [Abstract]
Entity Registrant Name	EXTERRAN HOLDINGS INC.
Entity Central Index Key	0001389050
Document Type	10-Q
Document Period End Date	Sep. 30, 2011
Amendment Flag	false
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q3
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 1,148,791,227
Entity Common Stock, Shares Outstanding		64,049,602

XML

Inventory (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Composition of Inventory net of reserves
Parts and supplies	$ 227,939	$ 244,618
Work in progress	124,722	116,371
Finished goods	31,228	35,298
Inventory, net of reserves	$ 383,889	$ 396,287

XML

Basis of Presentation and Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2011

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Revenue Recognition

Revenue Recognition

Revenue from contract operations is recorded when earned, which generally occurs monthly at the time the monthly service is provided to customers in accordance with the contracts. Aftermarket services revenue is recorded as products are delivered and title is transferred or services are performed for the customer.

Fabrication revenue is recognized using the percentage-of-completion method when the applicable criteria are met. We estimate percentage-of-completion for compressor and accessory fabrication on a direct labor hour to total labor hour basis. Production and processing equipment fabrication percentage-of-completion is estimated using the direct labor hour to total labor hour and the cost to total cost basis. The duration of these projects is typically between three and 36 months. Fabrication revenue is recognized using the completed contract method when the applicable criteria of the percentage-of-completion method are not met. Fabrication revenue from a claim is recognized to the extent that costs related to the claim have been incurred, when collection is probable and can be reliably estimated.

Earnings (Loss) Attributable to Exterran Stockholders per Common Share

Earnings (Loss) Attributable to Exterran Stockholders Per Common Share

Basic income (loss) attributable to Exterran 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 that contain nonforfeitable rights to 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, restricted share awards that contain the right to vote and receive dividends are included in the computation of basic and diluted earnings (loss) per share, unless their effect would be anti-dilutive.

Diluted income (loss) attributable to Exterran 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, 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 table below summarizes income (loss) attributable to Exterran stockholders (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Loss from continuing operations attributable to Exterran stockholders	$	(214,472	)	$	(16,660	)	$	(269,821	)	$	(31,854	)
Income (loss) from discontinued operations, net of tax		(1,502	)		(1,325	)		(4,209	)		48,057
Net income (loss) attributable to Exterran stockholders	$	(215,974	)	$	(17,985	)	$	(274,030	)	$	16,203

There were no potential shares of common stock included in computing the dilutive potential shares of common stock used in diluted income (loss) per common share for the three and nine months ended September 30, 2011 and 2010. The table below indicates the potential shares of common stock issuable that were excluded from net dilutive potential shares of common stock issuable as their effect would have been anti-dilutive (in thousands):

Financial Instruments

Financial Instruments

Our financial instruments include cash, restricted cash, receivables, payables, interest rate swaps, debt and foreign currency hedges. At September 30, 2011 and December 31, 2010, the estimated fair value of these financial instruments approximated their carrying value as reflected in our consolidated balance sheets. The fair value of our fixed rate debt has been estimated primarily based on quoted market prices. The fair value of our floating rate debt has been estimated based on similar debt transactions that occurred near the valuation dates. A summary of the fair value and carrying value of our debt as of September 30, 2011 and December 31, 2010 is shown in the table below (in thousands):

Disclosure of Supplementary Pro Forma Information for Business Combinations

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.

XML

Discontinued Operations (Details Textuals)	1 Months Ended	3 Months Ended	9 Months Ended	12 Months Ended
	Jan. 31, 2010 USD ($)	Sep. 30, 2010 USD ($) Project	Sep. 30, 2010 USD ($)	Dec. 31, 2009 USD ($)	Sep. 30, 2011 USD ($)	Jan. 31, 2010 VEF	Dec. 31, 2009 VEF
Discontinued Operations (Textuals) [Abstract]
Expropriation of investments subject to policy limit					$ 50,000,000
Insurance policy receivable				50,000,000
Collection of receivables	50,000,000
Translation gain	12,200,000
Remeasurement of Net liabilities Description						4.3	2.15
Asset impairment charges				379,700,000
Asset impairment charges excluding insurance proceeds				329,700,000
Benefit Related to the recovery of loss		40,900,000	40,900,000
Insurance proceeds				$ 50,000,000
Number of projects		2

XML

Consolidating Financial Statements (Details Textuals)	Sep. 30, 2011
On conversion of 4.75% convertible senior notes due 2014 [Member]
Financial Statements (Textuals) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage	4.75%
On conversion of 7.25% convertible Senior notes due 2018 [Member]
Financial Statements (Textuals) [Abstract]
Debt Instrument, Interest Rate, Stated Percentage	7.25%

XML

Investments in Non-Consolidated Affiliates

9 Months Ended

Sep. 30, 2011

Investments in Non-Consolidated Affiliates [Abstract]

INVESTMENTS IN NON-CONSOLIDATED AFFILIATES

5. INVESTMENTS IN NON-CONSOLIDATED AFFILIATES

Investments in affiliates that are not controlled by Exterran but where we have the ability to exercise significant influence over the operations are accounted for using the equity method. Our equity method investments are primarily comprised of entities that own, operate, service and maintain compression and other related facilities.

Our ownership interest and location of each equity method investee at September 30, 2011 is as follows:

	Ownership
	Interest			Location	Type of Business
PIGAP II		30.0	%	Venezuela	Gas Compression Plant
El Furrial		33.3	%	Venezuela	Gas Compression Plant

Due to lack of payments from their only customer, PDVSA, PIGAP II and El Furrial each sent a notice of default to PDVSA in April 2009. PIGAP II’s and El Furrial’s debt was in technical default triggered by past due payments from their sole customer under their related services contracts. As a result of PDVSA’s nonpayment, in March 2009 these joint ventures recorded impairments on their assets. Accordingly, we reviewed our expected cash flows related to these two joint ventures and determined in March 2009 that the fair value of our investment in PIGAP II and El Furrial had declined and that we had a loss in our investment that was not temporary. Therefore, we recorded an impairment charge of $90.1 million ($81.7 million net of tax) to write-off our investments in PIGAP II and El Furrial. These impairment charges are reflected as a charge in equity in (income) loss of non-consolidated affiliates in our consolidated statements of operations. In May 2009, PDVSA assumed control over the assets of PIGAP II and El Furrial and transitioned the operations of PIGAP II and El Furrial, including the hiring of their employees, to PDVSA. Our non-consolidated affiliates reserve and will continue to reserve the right to seek full compensation for any and all expropriated assets and investments under all applicable legal regimes, including investment treaties and customary international law, as well as to seek resolution through direct discussions with Venezuela and/or PDVSA, which could result in us recording a gain on our investment in future periods. However, we are unable to predict what, if any, compensation we ultimately will receive or when we may receive any such compensation. In this connection, on March 25, 2011, Wilpro Energy Services (El Furrial) Limited and Wilpro Energy Services (Pigap II) Limited, together with the Netherland’s parent company of our venture partners, filed a request for the institution of an arbitration proceeding against Venezuela with ICSID related to the seized assets and investments, which was registered by ICSID on April 20, 2011.

Because the assets and operations of our investments in our remaining non-consolidated affiliates have been expropriated, we currently do not expect to have any meaningful equity earnings in non-consolidated affiliates in the future from these investments, excluding any compensation we may receive related to the expropriation.

XML

Basis of Presentation and Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2011

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

Summary of income (loss) attributable to Exterran stockholders

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Loss from continuing operations attributable to Exterran stockholders	$	(214,472	)	$	(16,660	)	$	(269,821	)	$	(31,854	)
Income (loss) from discontinued operations, net of tax		(1,502	)		(1,325	)		(4,209	)		48,057
Net income (loss) attributable to Exterran stockholders	$	(215,974	)	$	(17,985	)	$	(274,030	)	$	16,203

Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Net dilutive potential common shares issuable:
On exercise of options where exercise price is greater than average market value for the period		3,209		1,334		2,287		1,402
On exercise of options and vesting of restricted stock and restricted stock units		546		629		605		462
On settlement of employee stock purchase plan shares		35		15		20		14
On exercise of warrants		2,808		2,808		2,808		2,808
On conversion of 4.25% convertible senior notes due 2014		15,334		15,334		15,334		15,334
On conversion of 4.75% convertible senior notes due 2014		3,115		3,115		3,115		3,115
Net dilutive potential common shares issuable		25,047		23,235		24,169		23,135

Summary of fair value and carrying value of debt

	As of September 30, 2011				As of December 31, 2010
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Fixed rate debt	$	789,524	$	804,000	$	775,810	$	808,000
Floating rate debt		919,500		916,000		1,121,337		1,101,000
Total debt	$	1,709,024	$	1,720,000	$	1,897,147	$	1,909,000

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details 2) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Summary of fair value and carrying value of debt
Carrying Amount	$ 1,709,024	$ 1,897,147
Fair Value	1,720,000	1,909,000
Fixed Rate Debt [Member]
Summary of fair value and carrying value of debt
Carrying Amount	789,524	775,810
Fair Value	804,000	808,000
Floating Rate Debt [Member]
Summary of fair value and carrying value of debt
Carrying Amount	919,500	1,121,337
Fair Value	$ 916,000	$ 1,101,000

XML

Reportable Segments (Tables)

9 Months Ended

Sep. 30, 2011

Reportable Segments [Abstract]

Sales Information by Geographical Area

	North
	America		International						Reportable
	Contract		Contract		Aftermarket				Segments
Three months ended	Operations		Operations		Services		Fabrication		Total
September 30, 2011:
Revenue from external customers	$	151,402	$	113,759	$	106,666	$	332,651	$	704,478
Gross margin(1)		73,763		65,532		20,679		29,392		189,366
September 30, 2010:
Revenue from external customers	$	152,007	$	111,879	$	82,348	$	279,389	$	625,623
Gross margin(1)		73,726		64,943		8,631		47,673		194,973

	North
	America		International						Reportable
	Contract		Contract		Aftermarket				Segments
Nine months ended	Operations		Operations		Services		Fabrication		Total
September 30, 2011:
Revenue from external customers	$	453,211	$	330,384	$	282,506	$	914,428	$	1,980,529
Gross margin(1)		219,554		191,425		37,448		102,526		550,953
September 30, 2010:
Revenue from external customers	$	456,682	$	352,706	$	236,034	$	800,331	$	1,845,753
Gross margin(1)		232,215		222,042		35,415		125,344		615,016

Reconciliation net income (loss) to gross margin

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income (loss)	$	(214,547	)	$	(18,356	)	$	(275,235	)	$	15,030
Selling, general and administrative		90,969			88,229			274,442			266,446
Depreciation and amortization		91,018			98,503			274,172			296,466
Long-lived asset impairment		2,310			2,246			4,373			4,698
Restructuring charges		2,941			—			2,941			—
Goodwill impairment		196,142			—			196,142			—
Interest expense		38,672			33,050			110,428			98,592
Equity in loss of non-consolidated affiliates		262			—			262			348
Other (income) expense, net		13,588			(2,941	)		10,223			(7,609	)
Benefit from income taxes		(33,491	)		(7,083	)		(51,004	)		(10,898	)
(Income) loss from discontinued operations, net of tax		1,502			1,325			4,209			(48,057	)
Gross margin	$	189,366		$	194,973		$	550,953		$	615,016

XML

Consolidating Financial Statements

9 Months Ended

Sep. 30, 2011

Consolidating Financial Statements [Abstract]

CONSOLIDATING FINANCIAL STATEMENTS

18. CONSOLIDATING FINANCIAL STATEMENTS

Exterran Energy Corp. (Subsidiary Issuer), our wholly-owned subsidiary, is the issuer of our convertible senior notes due 2014 (the “4.75% Notes”). Exterran Holdings, Inc. (Parent) has agreed to fully and unconditionally guarantee the obligations of Exterran Energy Corp. relating to our 4.75% Notes. There are no other subsidiaries of the Parent that have provided guarantees to the 4.75% Notes. The Guarantor Subsidiaries and Other Subsidiaries columns represent non-guarantor subsidiaries for the 4.75% Notes.

We are the issuer of our 7.25% senior notes due December 2018 (the “7.25% Notes”). Exterran Energy Solutions, L.P., EES Leasing LLC, EXH GP LP LLC, and EXH MLP LP LLC (all our wholly-owned subsidiaries; together the Guarantor Subsidiaries), have agreed to fully and unconditionally guarantee our obligations relating to the 7.25% Notes. There is no subsidiary issuer for the 7.25% debt; that debt was issued solely by the Parent. The Subsidiary Issuer and Other Subsidiaries columns represent non-guarantor subsidiaries for 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.

Condensed Consolidating Balance Sheet
September 30, 2011

			Subsidiary		Guarantor		Other
	Parent		Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidation
					(in thousands)
ASSETS
Current assets	$	11	$	—	$	592,225	$	578,513	$	184		$	1,170,933
Current assets associated with discontinued operations		—		—		—		4,322		—			4,322
Total current assets		11		—		592,225		582,835		184			1,175,255
Property, plant and equipment, net		—		—		1,478,346		1,517,368		—			2,995,714
Investments in affiliates		1,867,277		1,827,959		1,772,199		—		(5,467,435	)		—
Intangible and other assets, net		19,398		39,318		120,862		125,055		(38,788	)		265,845
Intercompany receivables		895,086		1,016,679		73,990		682,841		(2,668,596	)		—
Long-term assets associated with discontinued operations		—		—		—		295		—			295
Total long-term assets		2,781,761		2,883,956		3,445,397		2,325,559		(8,174,819	)		3,261,854
Total assets	$	2,781,772	$	2,883,956	$	4,037,622	$	2,908,394	$	(8,174,635	)	$	4,437,109
LIABILITIES AND EQUITY
Current liabilities	$	16,767	$	1,440	$	374,580	$	339,572	$	(15,056	)	$	717,303
Current liabilities associated with discontinued operations		—		—		—		6,963		—			6,963
Total current liabilities		16,767		1,440		374,580		346,535		(15,056	)		724,266
Long-term debt		1,020,914		143,750		—		544,360		—			1,709,024
Intercompany payables		—		871,489		1,699,520		97,587		(2,668,596	)		—
Other long-term liabilities		2,312		—		135,563		133,907		(23,548	)		248,234
Long-term liabilities associated with discontinued operations		—		—		—		13,806		—			13,806
Total liabilities		1,039,993		1,016,679		2,209,663		1,136,195		(2,707,200	)		2,695,330
Total equity		1,741,779		1,867,277		1,827,959		1,772,199		(5,467,435	)		1,741,779
Total liabilities and equity	$	2,781,772	$	2,883,956	$	4,037,622	$	2,908,394	$	(8,174,635	)	$	4,437,109

Condensed Consolidating Balance Sheet
December 31, 2010

			Subsidiary		Guarantor		Other
	Parent		Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidation
					(in thousands)
ASSETS
Current assets	$	160	$	—	$	559,367	$	595,151	$	8		$	1,154,686
Current assets associated with discontinued operations		—		—		—		5,918		—			5,918
Total current assets		160		—		559,367		601,069		8			1,160,604
Property, plant and equipment, net		—		—		1,680,256		1,412,396		—			3,092,652
Goodwill		—		—		146,876		49,804		—			196,680
Investments in affiliates		1,998,616		1,991,518		1,967,403		—		(5,957,537	)		—
Intangible and other assets, net		17,343		40,594		147,513		115,766		(38,788	)		282,428
Intercompany receivables		1,118,405		1,207,450		72,714		889,073		(3,287,642	)		—
Long-term assets associated with discontinued operations		—		—		—		9,172		—			9,172
Total long-term assets		3,134,364		3,239,562		4,014,762		2,476,211		(9,283,967	)		3,580,932
Total assets	$	3,134,524	$	3,239,562	$	4,574,129	$	3,077,280	$	(9,283,959	)	$	4,741,536
LIABILITIES AND EQUITY
Current liabilities	$	21,320	$	3,147	$	352,409	$	368,346	$	(2,573	)	$	742,649
Current liabilities associated with discontinued operations		—		—		—		15,554		—			15,554
Total current liabilities		21,320		3,147		352,409		383,900		(2,573	)		758,203
Long-term debt		1,298,165		143,750		—		455,232		—			1,897,147
Intercompany payables		—		1,094,049		2,096,523		97,070		(3,287,642	)		—
Other long-term liabilities		12,615		—		133,679		160,564		(36,207	)		270,651
Long-term liabilities associated with discontinued operations		—		—		—		13,111		—			13,111
Total liabilities		1,332,100		1,240,946		2,582,611		1,109,877		(3,326,422	)		2,939,112
Total equity		1,802,424		1,998,616		1,991,518		1,967,403		(5,957,537	)		1,802,424
Total liabilities and equity	$	3,134,524	$	3,239,562	$	4,574,129	$	3,077,280	$	(9,283,959	)	$	4,741,536

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	365,058		$	365,206		$	(25,786	)	$	704,478
Costs of sales (excluding depreciation and amortization expense)		—			—			296,607			244,291			(25,786	)		515,112
Selling, general and administrative		48			138			40,993			49,790			—			90,969
Depreciation and amortization		—			—			33,294			57,724			—			91,018
Long-lived asset impairment		—			—			1,522			788			—			2,310
Restructuring charges		—			—			—			2,941			—			2,941
Goodwill impairment		—			—			146,876			49,266			—			196,142
Interest expense		26,895			1,707			678			9,392			—			38,672
Other (income) expense:
Intercompany charges, net		(15,531	)		(1,707	)		17,238			—			—			—
Equity in loss of affiliates		208,458			208,368			55,133			262			(471,959	)		262
Other, net		10			—			491			13,087			—			13,588
Loss before income taxes		(219,880	)		(208,506	)		(227,774	)		(62,335	)		471,959			(246,536	)
Benefit from income taxes		(3,906	)		(48	)		(19,406	)		(10,131	)		—			(33,491	)
Loss from continuing operations		(215,974	)		(208,458	)		(208,368	)		(52,204	)		471,959			(213,045	)
Loss from discontinued operations, net of tax		—			—			—			(1,502	)		—			(1,502	)
Net loss		(215,974	)		(208,458	)		(208,368	)		(53,706	)		471,959			(214,547	)
Less: Net income attributable to the noncontrolling interest		—			—			—			(1,427	)		—			(1,427	)
Net loss attributable to Exterran stockholders	$	(215,974	)	$	(208,458	)	$	(208,368	)	$	(55,133	)	$	471,959		$	(215,974	)

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	257,748		$	450,430		$	(82,555	)	$	625,623
Costs of sales (excluding depreciation and amortization expense)		—			—			219,125			294,080			(82,555	)		430,650
Selling, general and administrative		185			75			32,330			55,639			—			88,229
Depreciation and amortization		—			—			32,115			66,388			—			98,503
Long-lived asset impairment		—			—			2,153			93			—			2,246
Interest (income) expense		19,323			1,707			(12,846	)		24,866			—			33,050
Other (income) expense:
Intercompany charges, net		(20,611	)		3,070			17,541			—			—			—
Equity in (income) loss of affiliates		18,691			15,537			(3,651	)		—			(30,577	)		—
Other, net		10			—			(4,875	)		1,924			—			(2,941	)
Income (loss) before income taxes		(17,598	)		(20,389	)		(24,144	)		7,440			30,577			(24,114	)
Provision for (benefit) from income taxes		387			(1,698	)		(8,607	)		2,835			—			(7,083	)
Income (loss) from continuing operations		(17,985	)		(18,691	)		(15,537	)		4,605			30,577			(17,031	)
Loss from discontinued operations, net of tax		—			—			—			(1,325	)		—			(1,325	)
Net income (loss)		(17,985	)		(18,691	)		(15,537	)		3,280			30,577			(18,356	)
Less: Net loss attributable to the noncontrolling interest		—			—			—			371			—			371
Net income (loss) attributable to Exterran stockholders	$	(17,985	)	$	(18,691	)	$	(15,537	)	$	3,651		$	30,577		$	(17,985	)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	1,014,679		$	1,192,573		$	(226,723	)	$	1,980,529
Costs of sales (excluding depreciation and amortization expense)		—			—			806,760			849,539			(226,723	)		1,429,576
Selling, general and administrative		166			417			129,350			144,509			—			274,442
Depreciation and amortization		—			—			113,324			160,848			—			274,172
Long-lived asset impairment		—			—			3,265			1,108			—			4,373
Restructuring charges		—			—			—			2,941			—			2,941
Goodwill impairment		—			—			146,876			49,266			—			196,142
Interest expense		73,383			5,121			136			31,788			—			110,428
Other (income) expense:
Intercompany charges, net		(44,886	)		(4,858	)		49,744			—			—			—
Equity in loss of affiliates		255,369			254,927			62,230			262			(572,526	)		262
Other, net		30			—			(4,937	)		15,130			—			10,223
Loss before income taxes		(284,062	)		(255,607	)		(292,069	)		(62,818	)		572,526			(322,030	)
Benefit from income taxes		(10,032	)		(238	)		(37,142	)		(3,592	)		—			(51,004	)
Loss from continuing operations		(274,030	)		(255,369	)		(254,927	)		(59,226	)		572,526			(271,026	)
Loss from discontinued operations, net of tax		—			—			—			(4,209	)		—			(4,209	)
Net loss		(274,030	)		(255,369	)		(254,927	)		(63,435	)		572,526			(275,235	)
Less: Net loss attributable to the noncontrolling interest		—			—			—			1,205			—			1,205
Net loss attributable to Exterran stockholders	$	(274,030	)	$	(255,369	)	$	(254,927	)	$	(62,230	)	$	572,526		$	(274,030	)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	757,471		$	1,288,998	$	(200,716	)	$	1,845,753
Costs of sales (excluding depreciation and amortization expense)		—			—			608,597			822,856		(200,716	)		1,230,737
Selling, general and administrative		295			230			97,085			168,836		—			266,446
Depreciation and amortization		—			—			95,207			201,259		—			296,466
Long-lived asset impairment		—			—			4,374			324		—			4,698
Interest (income) expense		53,392			5,121			(29,712	)		69,791		—			98,592
Other (income) expense:
Intercompany charges, net		(27,776	)		780			26,996			—		—			—
Equity in (income) loss of affiliates		(33,076	)		(37,061	)		(57,906	)		348		128,043			348
Other, net		30			—			(14,801	)		7,162		—			(7,609	)
Income (loss) before income taxes		7,135			30,930			27,631			18,422		(128,043	)		(43,925	)
Provision for (benefit from) income taxes		(9,068	)		(2,146	)		(9,430	)		9,746		—			(10,898	)
Income (loss) from continuing operations		16,203			33,076			37,061			8,676		(128,043	)		(33,027	)
Income from discontinued operations, net of tax		—			—			—			48,057		—			48,057
Net income		16,203			33,076			37,061			56,733		(128,043	)		15,030
Less: Net loss attributable to the noncontrolling interest		—			—			—			1,173		—			1,173
Net income attributable to Exterran stockholders	$	16,203		$	33,076		$	37,061		$	57,906	$	(128,043	)	$	16,203

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	233,041		$	1,529		$	(139,334	)	$	(22,116	)	$	—		$	73,120
Net cash provided by discontinued operations		—			—			—			1,336			—			1,336
Net cash provided by (used in) operating activities		233,041			1,529			(139,334	)		(20,780	)		—			74,456
Cash flows from investing activities:
Capital expenditures		—			—			(103,329	)		(75,524	)		—			(178,853	)
Proceeds from sale of property, plant and equipment		—			—			10,736			28,475			—			39,211
Decrease in restricted cash		—			—			—			819			—			819
Cash invested in non-consolidated affiliates		—			—			—			(262	)		—			(262	)
Net proceeds from the sale of Partnership units		—			—			289,908			—			—			289,908
Investment in consolidated subsidiaries		(164,898	)		(132,974	)		—			—			297,872			—
Net cash provided by (used in) investing activities		(164,898	)		(132,974	)		197,315			(46,492	)		297,872			150,823
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		1,096,240			—			—			506,627			—			1,602,867
Repayments of long-term debt		(1,387,078	)		—			—			(417,500	)		—			(1,804,578	)
Payments for debt issue costs		(7,666	)		—			—			(980	)		—			(8,646	)
Proceeds from stock options exercised		526			—			—			—			—			526
Proceeds from stock issued pursuant to our employee stock purchase plan		1,435			—			—			—			—			1,435
Purchases of treasury stock		(2,456	)		—			—			—			—			(2,456	)
Stock-based compensation excess tax benefit		836			—			—			—			—			836
Distributions to noncontrolling partners in the Partnership		—			—			—			(27,790	)		—			(27,790	)
Capital contribution, net		—			164,898			132,974			—			(297,872	)		—
Borrowings (repayments) between subsidiaries, net		229,871			(33,453	)		(190,771	)		(5,647	)		—			—
Net cash provided by (used in) financing activities		(68,292	)		131,445			(57,797	)		54,710			(297,872	)		(237,806	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(2,458	)		—			(2,458	)
Net increase (decrease) in cash and cash equivalents		(149	)		—			184			(15,020	)		—			(14,985	)
Cash and cash equivalents at beginning of year		160			—			1,586			42,870			—			44,616
Cash and cash equivalents at end of year	$	11		$	—		$	1,770		$	27,850		$	—		$	29,631

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(21,030	)	$	(4,316	)	$	(6,710	)	$	284,093		$	—		$	252,037
Net cash used in discontinued operations		—			—			—			(3,880	)		—			(3,880	)
Net cash provided by (used in) operating activities		(21,030	)		(4,316	)		(6,710	)		280,213			—			248,157
Cash flows from investing activities:
Capital expenditures		—			—			(54,821	)		(113,641	)		—			(168,462	)
Proceeds from sale of property, plant and equipment		—			—			10,205			15,295			—			25,500
Decrease in restricted cash		—			—			—			7,436			—			7,436
Cash invested in non-consolidated affiliates		—			—			—			(348	)		—			(348	)
Net proceeds from the sale of Partnership units		—			—			109,365			—			—			109,365
Investment in consolidated subsidiaries		(10,695	)		23,622			—			—			(12,927	)		—
Net cash provided by (used in) continuing operations		(10,695	)		23,622			64,749			(91,258	)		(12,927	)		(26,509	)
Net cash provided by discontinued operations		—			—			—			89,509			—			89,509
Net cash provided by (used in) investing activities		(10,695	)		23,622			64,749			(1,749	)		(12,927	)		63,000
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		839,362			—			—			16,966			—			856,328
Repayments of long-term debt		(874,083	)		—			—			(284,000	)		—			(1,158,083	)
Proceeds from stock options exercised		768			—			—			—			—			768
Proceeds from stock issued pursuant to our employee stock purchase plan		1,874			—			—			—			—			1,874
Purchases of treasury stock		(2,010	)		—			—			—			—			(2,010	)
Stock-based compensation excess tax benefit		1,157			—			—			—			—			1,157
Distribution to noncontrolling partners in the Partnership		—			—			—			(11,631	)		—			(11,631	)
Capital contribution (distribution), net		—			10,695			(23,622	)		—			12,927			—
Borrowings (repayments) between subsidiaries, net		64,722			(30,001	)		(34,928	)		207			—			—
Net cash provided by (used in) financing activities		31,790			(19,306	)		(58,550	)		(278,458	)		12,927			(311,597	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(1,938	)		—			(1,938	)
Net increase (decrease) in cash and cash equivalents		65			—			(511	)		(1,932	)		—			(2,378	)
Cash and cash equivalents at beginning of year		49			—			4,954			78,742			—			83,745
Cash and cash equivalents at end of year	$	114		$	—		$	4,443		$	76,810		$	—		$	81,367

XML

Long-Lived Asset Impairment

9 Months Ended

Sep. 30, 2011

Long-Lived Asset Impairment [Abstract]

LONG-LIVED ASSET IMPAIRMENT

10. LONG-LIVED ASSET IMPAIRMENT

During the nine months ended September 30, 2011 and 2010, we reviewed the idle compression assets used in our contract operations segments for units that are not of the type, configuration, make or model that are cost efficient to maintain and operate. We performed a cash flow analysis of the expected proceeds from the salvage value of these units to determine the fair value of the assets. The net book value of these assets exceeded the fair value by $4.4 million and $4.7 million, respectively, for the nine months ended September 30, 2011 and 2010 and was recorded as a long-lived asset impairment.

XML

Basis of Presentation and Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2011

Basis of Presentation and Summary of Significant Accounting Policies [Abstract]

BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited condensed consolidated financial statements of Exterran Holdings, Inc. (“we” or “Exterran”) included herein have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) 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 accounting principles generally accepted in the U.S. (“GAAP”) are not required in these interim financial statements and have been condensed or omitted. It is the opinion of management that the information furnished includes all adjustments, consisting only of normal recurring adjustments, that are necessary to present fairly our financial position, results of operations and cash flows for the periods indicated.

Revenue Recognition

Revenue from contract operations is recorded when earned, which generally occurs monthly at the time the monthly service is provided to customers in accordance with the contracts. Aftermarket services revenue is recorded as products are delivered and title is transferred or services are performed for the customer.

Fabrication revenue is recognized using the percentage-of-completion method when the applicable criteria are met. We estimate percentage-of-completion for compressor and accessory fabrication on a direct labor hour to total labor hour basis. Production and processing equipment fabrication percentage-of-completion is estimated using the direct labor hour to total labor hour and the cost to total cost basis. The duration of these projects is typically between three and 36 months. Fabrication revenue is recognized using the completed contract method when the applicable criteria of the percentage-of-completion method are not met. Fabrication revenue from a claim is recognized to the extent that costs related to the claim have been incurred, when collection is probable and can be reliably estimated.

Earnings (Loss) Attributable to Exterran Stockholders Per Common Share

Basic income (loss) attributable to Exterran 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 that contain nonforfeitable rights to 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, restricted share awards that contain the right to vote and receive dividends are included in the computation of basic and diluted earnings (loss) per share, unless their effect would be anti-dilutive.

Diluted income (loss) attributable to Exterran 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, 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 table below summarizes income (loss) attributable to Exterran stockholders (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Loss from continuing operations attributable to Exterran stockholders	$	(214,472	)	$	(16,660	)	$	(269,821	)	$	(31,854	)
Income (loss) from discontinued operations, net of tax		(1,502	)		(1,325	)		(4,209	)		48,057
Net income (loss) attributable to Exterran stockholders	$	(215,974	)	$	(17,985	)	$	(274,030	)	$	16,203

There were no potential shares of common stock included in computing the dilutive potential shares of common stock used in diluted income (loss) per common share for the three and nine months ended September 30, 2011 and 2010. The table below indicates the potential shares of common stock issuable that were excluded from net dilutive potential shares of common stock issuable as their effect would have been anti-dilutive (in thousands):

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2011		2010		2011		2010
Net dilutive potential common shares issuable:
On exercise of options where exercise price is greater than average market value for the period		3,209		1,334		2,287		1,402
On exercise of options and vesting of restricted stock and restricted stock units		546		629		605		462
On settlement of employee stock purchase plan shares		35		15		20		14
On exercise of warrants		2,808		2,808		2,808		2,808
On conversion of 4.25% convertible senior notes due 2014		15,334		15,334		15,334		15,334
On conversion of 4.75% convertible senior notes due 2014		3,115		3,115		3,115		3,115
Net dilutive potential common shares issuable		25,047		23,235		24,169		23,135

Financial Instruments

Our financial instruments include cash, restricted cash, receivables, payables, interest rate swaps, debt and foreign currency hedges. At September 30, 2011 and December 31, 2010, the estimated fair value of these financial instruments approximated their carrying value as reflected in our consolidated balance sheets. The fair value of our fixed rate debt has been estimated primarily based on quoted market prices. The fair value of our floating rate debt has been estimated based on similar debt transactions that occurred near the valuation dates. A summary of the fair value and carrying value of our debt as of September 30, 2011 and December 31, 2010 is shown in the table below (in thousands):

	As of September 30, 2011				As of December 31, 2010
	Carrying				Carrying
	Amount		Fair Value		Amount		Fair Value
Fixed rate debt	$	789,524	$	804,000	$	775,810	$	808,000
Floating rate debt		919,500		916,000		1,121,337		1,101,000
Total debt	$	1,709,024	$	1,720,000	$	1,897,147	$	1,909,000

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.

XML

Goodwill (Tables)

9 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

Change in the net carrying amount of goodwill

	North America			International
	contract			contract			Aftermarket
	operations			operations			services			Fabrication			Total
Balance as of December 31, 2010:
Goodwill	$	1,148,371		$	150,778		$	63,095		$	221,154		$	1,583,398
Accumulated impairment losses		(1,148,371	)		(150,778	)		—			(87,569	)		(1,386,718	)
		—			—			63,095			133,585			196,680
Goodwill acquired during year		—			—			—			—			—
Impairment losses		—			—			(62,852	)		(133,290	)		(196,142	)
Impact of foreign currency translation		—			—			(243	)		(295	)		(538	)
Purchase adjustments		—			—			—			—			—
Balance as of September 30, 2011:
Goodwill		1,148,371			150,778			62,852			220,859			1,582,860
Accumulated impairment losses		(1,148,371	)		(150,778	)		(62,852	)		(220,859	)		(1,582,860	)
	$	—		$	—		$	—		$	—		$	—

XML

Accounting for Derivatives

9 Months Ended

Sep. 30, 2011

Accounting for Derivatives [Abstract]

ACCOUNTING FOR DERIVATIVES

7. ACCOUNTING FOR DERIVATIVES

We are exposed to market risks primarily associated with changes in interest rates and foreign currency exchange rates. We use derivative financial instruments to minimize the risks and/or costs associated with financial activities by managing our exposure to interest rate fluctuations on a portion of our debt obligations. We also use derivative financial instruments to minimize the risks caused by currency fluctuations in certain foreign currencies. We do not use derivative financial instruments for trading or other speculative purposes.

Interest Rate Risk

At September 30, 2011, we were a party to interest rate swaps pursuant to which we pay fixed payments and receive floating payments on a notional value of $815.0 million. We entered into these swaps to offset changes in expected cash flows due to fluctuations in the associated variable interest rates. Our interest rate swaps expire over varying dates, with interest rate swaps having a notional amount of $565.0 million expiring on or before August 2012 and the remaining interest rate swaps expiring through November 2015. As of September 30, 2011, the weighted average effective fixed interest rate on our interest rate swaps was 3.4%. We have designated these interest rate swaps as cash flow hedging instruments so that any change in their fair values is recognized as a component of comprehensive income (loss) and is included in accumulated other comprehensive income (loss) to the extent the hedge is effective. The swap terms substantially coincide with the hedged item and are expected to offset changes in expected cash flows due to fluctuations in the variable rate, and therefore we currently do not expect a significant amount of ineffectiveness on these hedges. We perform quarterly calculations to determine whether the swap agreements are still effective and to calculate any ineffectiveness. We recorded no ineffectiveness in the three and nine months ended September 30, 2011. We recorded approximately $17,000 and $0.2 million of interest expense for the three and nine months ended September 30, 2010, respectively, due to the ineffectiveness related to these swaps. We estimate that approximately $20.1 million of deferred pre-tax losses attributable to existing interest rate swaps and included in our accumulated other comprehensive loss at September 30, 2011, will be reclassified into earnings as interest expense at then-current values during the next twelve months as the underlying hedged transactions occur. Cash flows from derivatives designated as hedges are classified in our consolidated statements of cash flows under the same category as the cash flows from the underlying assets, liabilities or anticipated transactions.

In the fourth quarter of 2010, we paid $43.0 million to terminate interest rate swap agreements with a total notional value of $585.0 million and a weighted average effective fixed interest rate of 4.6%. These swaps qualified for hedge accounting and were previously included on our balance sheet as a liability and in accumulated other comprehensive income (loss). The liability was paid in connection with the termination, and the associated amount in accumulated other comprehensive income (loss) will be amortized into interest expense over the original term of the swaps. We estimate that $15.4 million of deferred pre-tax losses from these terminated interest rate swaps will be amortized into interest expense during the next twelve months.

Foreign Currency Exchange Risk

We operate in approximately 30 countries throughout the world, and a fluctuation in the value of the currencies of these countries relative to the U.S. dollar could impact our profits from international operations and the value of the net assets of our international operations when reported in U.S. dollars in our financial statements. From time to time we may enter into foreign currency hedges to reduce our foreign exchange risk associated with cash flows we will receive in a currency other than the functional currency of the local Exterran affiliate that entered into the contract. The impact of foreign currency exchange on our consolidated statements of operations will depend on the amount of our net asset and liability positions exposed to currency fluctuations in future periods.

Foreign currency swaps or forward contracts that meet the hedging requirements or that qualify for hedge accounting treatment are accounted for as cash flow hedges and changes in the fair value are recognized as a component of comprehensive income (loss) to the extent the hedge is effective. The amounts recognized as a component of other comprehensive income (loss) will be reclassified into earnings (loss) in the periods in which the underlying foreign currency exchange transaction is recognized and are included under the same category as the income or loss from the underlying assets, liabilities, or anticipated transactions in our consolidated statements of operations. For foreign currency swaps and forward contracts that do not qualify for hedge accounting treatment, changes in fair value and gains and losses on settlement are included under the same category as the income or loss from the underlying assets, liabilities or anticipated transactions in our consolidated statements of operations.

The following tables present the effect of derivative instruments on our consolidated financial position and results of operations (in thousands):

	September 30, 2011
		Fair Value
	Balance Sheet Location	Asset (Liability)
Derivatives designated as hedging instruments:
Interest rate hedges	Accrued liabilities	$	(20,099	)
Interest rate hedges	Other long-term liabilities		(5,086	)
Total derivatives		$	(25,185	)

	December 31, 2010
		Fair Value
	Balance Sheet Location	Asset (Liability)
Derivatives designated as hedging instruments:
Interest rate hedges	Intangibles and other assets	$	5,769
Interest rate hedges	Accrued liabilities		(24,432	)
Interest rate hedges	Other long-term liabilities		(10,362	)
Foreign currency hedge	Accrued liabilities		(462	)
Total derivatives		$	(29,487	)

Three Months Ended September 30, 2011

Nine Months Ended September 30, 2011

Location of Gain

Gain (Loss)

Location of Gain

Gain (Loss)

(Loss)

Reclassified

(Loss)

Reclassified

Reclassified from

from

Reclassified from

from

Gain (Loss)

Accumulated

Accumulated

Gain (Loss)

Accumulated

Accumulated

Recognized in

Other

Other

Recognized in

Other

Other

Other

Comprehensive

Comprehensive

Other

Comprehensive

Comprehensive

Comprehensive

Income

Income (Loss)

Comprehensive

Income

Income (Loss)

Income (Loss) on

(Loss) into Income

into Income

Income (Loss)

(Loss) into Income

into Income

Derivatives

(Loss)

(Loss)

on Derivatives

(Loss)

(Loss)

Derivatives designated as cash flow hedges:

Interest rate hedges

$

(11,457

)

Interest expense

$

(11,872

)

$

(25,440

)

Interest expense

$

(35,967

)

Foreign currency hedge

—

Fabrication revenue

—

—

Fabrication revenue

410

Total

$

(11,457

)

$

(11,872

)

$

(25,440

)

$

(35,557

)

Three Months Ended September 30, 2010

Nine Months Ended September 30, 2010

Location of Gain

Gain (Loss)

Location of Gain

Gain (Loss)

(Loss)

Reclassified

(Loss)

Reclassified

Reclassified from

from

Reclassified from

from

Gain (Loss)

Accumulated

Accumulated

Gain (Loss)

Accumulated

Accumulated

Recognized in

Other

Other

Recognized in

Other

Other

Other

Comprehensive

Comprehensive

Other

Comprehensive

Comprehensive

Comprehensive

Income

Income (Loss)

Comprehensive

Income

Income (Loss)

Income (Loss) on

(Loss) into Income

into Income

Income (Loss)

(Loss) into Income

into Income

Derivatives

(Loss)

(Loss)

on Derivatives

(Loss)

(Loss)

Derivatives designated as cash flow hedges:

Interest rate hedges

$

(13,560

)

Interest expense

$

(13,918

)

$

(42,622

)

Interest expense

$

(42,377

)

Foreign currency hedge

4,040

Fabrication revenue

1,957

(3,808

)

Fabrication revenue

(3,519

)

Total

$

(9,520

)

$

(11,961

)

$

(46,430

)

$

(45,896

)

The counterparties to our derivative agreements are major international financial institutions. We monitor the credit quality of these financial institutions and do not expect non-performance by any counterparty, although such non-performance could have a material adverse effect on us. We have no specific collateral posted for our derivative instruments. The counterparties to our interest rate swaps are also lenders under our credit facilities and, in that capacity, share proportionally in the collateral pledged under the related facility.

XML

Stock-Based Compensation

9 Months Ended

Sep. 30, 2011

Stock-Based Compensation [Abstract]

STOCK-BASED COMPENSATION

12. STOCK-BASED COMPENSATION

Stock Incentive Plan

In August 2007, we adopted the Exterran Holdings, Inc. 2007 Stock Incentive Plan (as amended and restated, the “2007 Plan”) that provides for the granting of stock-based awards in the form of options, restricted stock, restricted stock units, stock appreciation rights and performance awards to our employees and directors. In May 2011, our stockholders approved an amendment to the 2007 Plan that increased the aggregate number of shares of common stock that may be issued under the 2007 Plan to 12,500,000 from 9,750,000. Each option and stock appreciation right granted counts as one share against the aggregate share limit, and each share of restricted stock and restricted stock unit granted counts as two shares against the aggregate share limit. Awards granted under the 2007 Plan that are subsequently cancelled, terminated or forfeited are available for future grant.

Stock Options

Under the 2007 Plan, stock options are granted at fair market value at the date of grant, are exercisable in accordance with the vesting schedule established by the compensation committee of our board of directors in its sole discretion and expire no later than seven years after the date of grant. Options generally vest 33 1/3% on each of the first three anniversaries of the grant date.

The weighted average fair value at date of grant for options granted during the nine months ended September 30, 2011 was $8.36, and was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

	Nine Months
	Ended
	September 30, 2011
Expected life in years		4.5
Risk-free interest rate		1.92	%
Volatility		41.08	%
Dividend yield		0.00	%

The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant for a period commensurate with the estimated expected life of the stock options. Expected volatility is based on the historical volatility of our stock over the period commensurate with the expected life of the stock options and other factors. We have not historically paid a dividend and do not expect to pay a dividend during the expected life of the stock options.

The following table presents stock option activity for the nine months ended September 30, 2011 (in thousands, except per share data and remaining life in years):

						Weighted
				Weighted		Average		Aggregate
	Stock			Average		Remaining		Intrinsic
	Options			Exercise Price		Life		Value
Options outstanding, December 31, 2010		3,124		$	31.20
Granted		375			22.84
Exercised		(33	)		16.16
Cancelled		(256	)		34.13
Options outstanding, September 30, 2011		3,210			30.14		4.2	$	—
Options exercisable, September 30, 2011		2,180			34.25		3.5		—

Intrinsic value is the difference between the market value of our stock and the exercise price of each option multiplied by the number of options outstanding for those options where the market value exceeds their exercise price. The total intrinsic value of stock options exercised during the nine months ended September 30, 2011 was $0.2 million. As of September 30, 2011, $5.6 million of unrecognized compensation cost related to unvested stock options is expected to be recognized over the weighted-average period of 1.5 years.

Restricted Stock and Restricted Stock Units

For grants of restricted stock and restricted stock units, we recognize compensation expense over the vesting period equal to the fair value of our common stock at the date of grant. Our restricted stock and restricted stock unit grants generally vest 33 1/3% on each of the first three anniversaries of the grant date.

The following table presents restricted stock and restricted stock unit activity for the nine months ended September 30, 2011 (in thousands, except per share data):

				Weighted
				Average
				Grant-Date
				Fair Value
	Shares			Per Share
Non-vested restricted stock and restricted stock units, December 31, 2010		1,421		$	23.20
Granted		898			22.48
Vested		(596	)		26.16
Cancelled		(105	)		21.92
Non-vested restricted stock and restricted stock units, September 30, 2011		1,618			21.79

As of September 30, 2011, $25.4 million of unrecognized compensation cost related to unvested restricted stock and restricted stock units is expected to be recognized over the weighted-average period of 2.0 years.

Our compensation committee’s general practice has been to grant equity-based awards once a year, in late February or early March after fourth quarter earnings information for the prior year has been released for at least two full trading days. The schedule for making equity-based awards is typically established several months in advance, and is not set based on knowledge of material nonpublic information or in response to our stock price. This practice results in awards being granted on a regular, predictable annual cycle, after annual earnings information has been disseminated to the marketplace. Equity-based awards are occasionally granted at other times during the year, such as upon the hiring of a new employee or following the promotion of an employee. In some instances, the compensation committee may be aware, at the time grants are made, of matters or potential developments that are not ripe for public disclosure at that time but that may result in public announcement of material information at a later date. In March 2011, the compensation committee of our board of directors authorized annual long-term incentive awards of stock options, restricted stock, restricted stock units and performance shares to our executive officers, other employees and non-employee directors.

Employee Stock Purchase Plan

In August 2007, we adopted the Exterran Holdings, Inc. Employee Stock Purchase Plan (“ESPP”), which is intended to provide employees with an opportunity to participate in our long-term performance and success through the purchase of shares of common stock at a price that may be less than fair market value. The ESPP is designed to comply with Section 423 of the Internal Revenue Code of 1986, as amended. Each quarter, an eligible employee may elect to withhold a portion of his or her salary up to the lesser of $25,000 per year or 10% of his or her eligible pay to purchase shares of our common stock at a price equal to 85% to 100% of the fair market value of the stock as of the first trading day of the quarter, the last trading day of the quarter or the lower of the first trading day of the quarter and the last trading day of the quarter, as the compensation committee of our board of directors may determine. The ESPP will terminate on the date that all shares of common stock authorized for sale under the ESPP have been purchased, unless it is extended. In May 2011, our stockholders approved an amendment to the ESPP that increased the aggregate number of shares of common stock available for purchase under the ESPP to 1,000,000. At September 30, 2011, 545,077 shares remained available for purchase under the ESPP. Our ESPP is compensatory and, as a result, we record an expense on our consolidated statements of operations related to the ESPP. Since July 2009, the purchase discount under the ESPP has been 5% of the fair market value of our common stock on the first trading day of the quarter or the last trading day of the quarter, whichever is lower.

Partnership Long-Term Incentive Plan

The Partnership has a long-term incentive plan that was adopted by Exterran GP LLC, the general partner of the Partnership’s general partner, in October 2006 for employees, directors and consultants of the Partnership, us or our respective affiliates. The long-term incentive plan currently permits the grant of awards covering an aggregate of 1,035,378 common units, common unit options, restricted units and phantom units. The long-term incentive plan is administered by the board of directors of Exterran GP LLC or a committee thereof (the “Plan Administrator”).

Unit options will have an exercise price that is not less than the fair market value of a common unit on the date of grant and will become exercisable over a period determined by the Plan Administrator. Phantom units are notional units that entitle the grantee to receive a common unit upon the vesting of the phantom unit or, at the discretion of the Plan Administrator, cash equal to the fair value of a common unit.

Partnership Phantom Units

The following table presents phantom unit activity for the nine months ended September 30, 2011:

				Weighted
				Average
				Grant-Date
	Phantom			Fair Value
	Units			per Unit
Phantom units outstanding, December 31, 2010		98,537		$	19.23
Granted		20,851			28.50
Vested		(45,634	)		19.04
Cancelled		(851	)		18.60
Phantom units outstanding, September 30, 2011		72,903			22.01

As of September 30, 2011, $1.1 million of unrecognized compensation cost related to unvested phantom units is expected to be recognized over the weighted-average period of 1.5 years.

XML

Transactions Related to the Partnership (Details Textuals) (USD $) In Millions, except Share data, unless otherwise specified	1 Months Ended
	Nov. 30, 2011	Jun. 30, 2011 Person CompressorUnits hp MMcf	May 31, 2011	Mar. 31, 2011	Sep. 30, 2010	Aug. 31, 2010 hp Person CompressorUnits
Related Party Transaction [Line Items]
General partner units			53,000
Transactions Related to the Partnership (Textuals) [Abstract]
Conversion rate of subordinated units into common units		25.00%
Number of subordinated units	3,162,500					1,581,250
Sale of common units			5,134,175	5,914,466	5,290,000
Common units to cover over-allotments			134,175	664,466	690,000
Net proceeds from the sale of the common units			$ 127.7	$ 162.2	$ 109.4
Assets sold that previously leased		207 compressor units, comprising approximately 98,000 horsepower
Capacity of natural gas processing plant		8 million cubic feet per day
Partners assumed debt in connection with acquisition		159.4
General partner interest in partnership			2.00%
Repayment of borrowings under partners revolving credit facility			64.8
Number of customers to the partnership contract operations		34				43
Number of compressor units used to provide compression services		407				580
Horsepower of compressor units used to provide compression services		289,000				255,000
Percentage of the combined contract operations		8.00%				6.00%
Number of customer units included in assets sale		207
Horsepower of compressor units		98,000
Capacity of natural gas processing plan		8
Service Agreements [Member]
Related Party Transaction [Line Items]
Description of sale of customer service agreements		34 customers and a fleet of 407 compressor units comprising 289,000 horsepower, or 8% of available horsepower				43 customers and a fleet of 580 compressor units comprising 255,000 horsepower, or 6% of available horsepower
Total consideration excluding transaction costs		$ 223.0				214.0
Issued wholly-owned subsidiaries		62,200,000				8,200,000
General partner units		51,000				167,000

XML

Fair Value Measurements

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

FAIR VALUE MEASUREMENTS

8. FAIR VALUE MEASUREMENTS

The accounting standard for fair value measurements and disclosures establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into the following three broad categories.

• Level 1 — Quoted unadjusted prices for identical instruments in active markets to which we have access at the date of measurement.

• Level 2 — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets. Level 2 inputs are those in markets for which there are few transactions, the prices are not current, little public information exists or prices vary substantially over time or among brokered market makers.

• Level 3 — Model derived valuations in which one or more significant inputs or significant value drivers are unobservable. Unobservable inputs are those inputs that reflect our own assumptions regarding how market participants would price the asset or liability based on the best available information.

The following table summarizes the valuation of our interest rate swaps and impaired assets as of and for the nine months ended September 30, 2011, with pricing levels as of the date of valuation (in thousands):

				Quoted
				Market
				Prices in		Significant			Significant
				Active		Other			Unobservable
				Markets		Observable			Inputs
	Total			(Level 1)		Inputs (Level 2)			(Level 3)
Interest rate swaps asset (liability)	$	(25,185	)	$	—	$	(25,185	)	$	—
Impaired long-lived assets		834			—		—			834
Aftermarket services goodwill		—			—		—			—
Fabrication goodwill		—			—		—			—

The following table summarizes the valuation of our interest rate swaps, foreign currency derivatives and impaired assets as of and for the nine months ended September 30, 2010, with pricing levels as of the date of valuation (in thousands):

				Quoted
				Market
				Prices in		Significant			Significant
				Active		Other			Unobservable
				Markets		Observable			Inputs
	Total			(Level 1)		Inputs (Level 2)			(Level 3)
Interest rate swaps asset (liability)	$	(83,927	)	$	—	$	(83,927	)	$	—
Foreign currency derivatives asset (liability)		(211	)		—		(211	)		—
Impaired long-lived assets		555			—		—			555

On a quarterly basis, our interest rate swaps and foreign currency derivatives are recorded at fair value utilizing a combination of the market approach and income approach to estimate fair value. Our estimate of the fair value of the impaired long-lived assets was based on the estimated component value of the equipment that we plan to use. See Note 9 for a discussion of the valuation methodology we used related to the goodwill impairments.

XML

Long-Term Debt (Tables)

9 Months Ended

Sep. 30, 2011

Long-Term Debt [Abstract]

Long-term debt

	September 30,		December 31,
	2011		2010
Revolving credit facility due August 2016	$	375,500	$	—
Revolving credit facility due August 2012		—		50,395
Term loan		—		615,943
2007 asset-backed securitization facility notes due July 2012		—		6,000
Partnership’s revolving credit facility due November 2015		394,000		299,000
Partnership’s term loan facility due November 2015		150,000		150,000
4.25% convertible senior notes due June 2014 (presented net of the unamortized discount of $59.6 million and $73.2 million, respectively)		295,414		281,827
4.75% convertible senior notes due January 2014		143,750		143,750
7.25% senior notes due December 2018		350,000		350,000
Other, interest at various rates, collateralized by equipment and other assets		360		232
Long-term debt	$	1,709,024	$	1,897,147

XML

Long-Term Debt

9 Months Ended

Sep. 30, 2011

Long-Term Debt [Abstract]

LONG-TERM DEBT

6. LONG-TERM DEBT

Long-term debt consisted of the following (in thousands):

	September 30,		December 31,
	2011		2010
Revolving credit facility due August 2016	$	375,500	$	—
Revolving credit facility due August 2012		—		50,395
Term loan		—		615,943
2007 asset-backed securitization facility notes due July 2012		—		6,000
Partnership’s revolving credit facility due November 2015		394,000		299,000
Partnership’s term loan facility due November 2015		150,000		150,000
4.25% convertible senior notes due June 2014 (presented net of the unamortized discount of $59.6 million and $73.2 million, respectively)		295,414		281,827
4.75% convertible senior notes due January 2014		143,750		143,750
7.25% senior notes due December 2018		350,000		350,000
Other, interest at various rates, collateralized by equipment and other assets		360		232
Long-term debt	$	1,709,024	$	1,897,147

In July 2011, we entered into a credit agreement providing for a new five-year, $1.1 billion senior secured revolving credit facility (the “2011 Credit Facility”), which matures in July 2016 and replaced our former senior secured credit facility. We incurred approximately $7.8 million in transaction costs related to the 2011 Credit Facility. These costs are included in Intangible and other assets, net and amortized over the facility term. As a result of the termination of our former senior secured credit facility, we expensed approximately $1.6 million of unamortized deferred financing costs associated with our former senior secured credit facility in the third quarter of 2011, which is reflected in Interest expense in our condensed consolidated statements of operations.

Concurrently with the execution of the new credit agreement, we borrowed $387.3 million under the 2011 Credit Facility and used the proceeds to (i) repay the entire amount outstanding under our former senior secured credit facility and terminate that facility and (ii) pay customary fees and other expenses relating to the 2011 Credit Facility. Borrowings under the 2011 Credit Facility bear interest at a base rate or LIBOR, at our option, plus an applicable margin. Depending on our Total Leverage Ratio (as defined in the credit agreement), the applicable margin for revolving loans varies (i) in the case of LIBOR loans, from 1.50% to 2.50% and (ii) in the case of base rate loans, from 0.50% to 1.50%. The base rate is the highest of the prime rate announced by Wells Fargo Bank, National Association, the Federal Funds Rate plus 0.5% and one-month LIBOR plus 1.0%.

Our Significant Domestic Subsidiaries (as defined in the credit agreement) guarantee the debt under the 2011 Credit Facility. Borrowings under the 2011 Credit Facility are secured by substantially all of the personal property assets and certain real property assets of us and our Significant Domestic Subsidiaries, including all of the equity interests of our U.S. subsidiaries (other than certain excluded subsidiaries) and 65% of the equity interests in certain of our first-tier foreign subsidiaries. Exterran Partners, L.P. (the “Partnership”) does not guarantee the debt under the 2011 Credit Facility, its assets are not collateral under the 2011 Credit Facility and the general partner units in the Partnership are not pledged under the 2011 Credit Facility. Subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the 2011 Credit Facility may be increased by up to an additional $300 million.

The credit agreement contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, restrictions on the use of proceeds from borrowings and limitations on our ability to incur additional indebtedness, enter into transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends and distributions. We are also subject to financial covenants, including a ratio of Adjusted EBITDA (as defined in the credit agreement) to Total Interest Expense (as defined in the credit agreement) of not less than 2.25 to 1.0, a ratio of consolidated Total Debt (as defined in the credit agreement) to Adjusted EBITDA of not greater than 5.0 to 1.0 and a ratio of Senior Secured Debt (as defined in the credit agreement) to Adjusted EBITDA of not greater than 4.0 to 1.0.

In March 2011, we repaid the $6.0 million outstanding balance under our asset-backed securitization facility (the “2007 ABS Facility”) and terminated that facility. As a result of the termination of the 2007 ABS Facility, we expensed $1.4 million of unamortized deferred financing costs, which is reflected in Interest expense in our condensed consolidated statements of operations for the nine months ended September 30, 2011.

In June 2009, we issued under a shelf registration statement $355.0 million aggregate principal amount of 4.25% convertible senior notes due June 2014 (the “4.25% Notes”). The 4.25% Notes are convertible upon the occurrence of certain conditions into shares of our common stock at an initial conversion rate of 43.1951 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to an initial conversion price of approximately $23.15 per share of common stock. The conversion rate will be subject to adjustment following certain dilutive events and certain corporate transactions. The value of the shares the 4.25% Notes can be converted into did not exceed their principal amount as of September 30, 2011. We may not redeem the 4.25% Notes prior to their maturity date.

GAAP requires that the liability and equity components of certain convertible debt instruments that may be settled in cash upon conversion be separately accounted for in a manner that reflects an issuer’s nonconvertible debt borrowing rate. Upon issuance of our 4.25% Notes, $97.9 million was recorded as a debt discount and reflected in equity related to the convertible feature of these notes. The discount on the 4.25% Notes will be amortized using the effective interest method through June 30, 2014. During each of the three month periods ended September 30, 2011 and 2010, we recognized $3.8 million of interest expense related to the contractual interest coupon. During each of the nine month periods ended September 30, 2011 and 2010, we recognized $11.3 million of interest expense related to the contractual interest coupon. During the three months ended September 30, 2011 and 2010, we recognized $4.7 million and $4.2 million, respectively, of amortization of the debt discount. During the nine months ended September 30, 2011 and 2010, we recognized $13.6 million and $12.1 million, respectively, of amortization of the debt discount. The effective interest rate on the debt component of these notes was 11.67%.

As of September 30, 2011, we had $375.5 million in outstanding borrowings under our revolving credit facility and $216.6 million in letters of credit outstanding under our revolving credit facility. At September 30, 2011, we had undrawn capacity of $507.9 million under our revolving credit facility. Our senior secured credit agreement limits our Total Debt to EBITDA ratio to not greater than 5.0 to 1.0. Due to this limitation, $196.4 million of the $507.9 million of undrawn capacity under our revolving credit facility was available for additional borrowings as of September 30, 2011.

On November 3, 2010, the Partnership, as guarantor, and EXLP Operating LLC, a wholly-owned subsidiary of the Partnership, as borrower, entered into an amendment and restatement of their senior secured credit agreement (as so amended and restated, the “Partnership Credit Agreement”) to provide for a new five-year, $550 million senior secured credit facility consisting of a $400 million revolving credit facility and a $150 million term loan facility. In March 2011, the revolving borrowing capacity under this facility was increased by $150.0 million to $550.0 million.

As of September 30, 2011, the Partnership had $156.0 million of undrawn capacity under its revolving credit facility.

XML

Long-Term Debt (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Long-term debt
Long-term debt	$ 1,709,024	$ 1,897,147
Revolving Credit Facility Due August 2016 [Member]
Long-term debt
Long-term debt	375,500	0
Revolving Credit Facility Due August 2012 [Member]
Long-term debt
Long-term debt	0	50,395
Partnership's term loan facility due November 2015 [Member]
Long-term debt
Long-term debt	394,000	299,000
Term Loan [Member]
Long-term debt
Long-term debt	0	615,943
2007 asset-backed securitization facility notes due July 2012 [Member]
Long-term debt
Long-term debt	0	6,000
Partnership's term loan facility due November 2015 [Member]
Long-term debt
Long-term debt	150,000	150,000
4.25% convertible senior notes due June 2014 [Member]
Long-term debt
Long-term debt	295,414	281,827
4.75% convertible senior notes due January 2014 [Member]
Long-term debt
Long-term debt	143,750	143,750
7.25% senior notes due December 2018 [Member]
Long-term debt
Long-term debt	350,000	350,000
Other, interest at various rates, collateralized by equipment and other assets
Long-term debt
Long-term debt	$ 360	$ 232

XML

Condensed Consolidated Statements of Equity (Unaudited) (USD $) In Thousands	Total	Common Stock	Additional Paid-in Capital	Accumulated Other Comprehensive Income (Loss)	Treasury Stock	Accumulated Deficit	Noncontrolling Interest
Balance at Dec. 31, 2009	$ 1,816,859	$ 682	$ 3,434,618	$ (27,879)	$ (201,935)	$ (1,565,489)	$ 176,862
Treasury stock purchased	(2,010)				(2,010)
Options exercised	768	1	767
Shares issued in employee stock purchase plan	1,874	1	1,873
Stock-based compensation, net of forfeitures	17,178	6	16,922				250
Income tax benefit from stock-based compensation expense	(891)		(891)
Net proceeds from sale of Partnership units, net of tax	85,265		41,111	881			43,273
Cash distribution to noncontrolling unitholders of the Partnership	(11,631)						(11,631)
Other	118		(10)				128
Comprehensive income (loss):
Net income (loss)	15,030					16,203	(1,173)
Derivatives change in fair value, net of tax	(534)			(284)			(250)
Foreign currency translation adjustment	(984)			(984)
Balance at Sep. 30, 2010	1,921,042	690	3,494,390	(28,266)	(203,945)	(1,549,286)	207,459
Balance at Dec. 31, 2010	1,802,424	691	3,500,292	(20,225)	(203,996)	(1,667,314)	192,976
Treasury stock purchased	(2,456)				(2,456)
Options exercised	526		526
Shares issued in employee stock purchase plan	1,435	1	1,434
Stock-based compensation, net of forfeitures	15,588	8	15,491				89
Income tax benefit from stock-based compensation expense	(447)		(447)
Net proceeds from sale of Partnership units, net of tax	217,278		123,904	1,184			92,190
Cash distribution to noncontrolling unitholders of the Partnership	(27,790)						(27,790)
Other	(53)		(53)
Comprehensive income (loss):
Net income (loss)	(275,235)					(274,030)	(1,205)
Derivatives change in fair value, net of tax	(4,864)			13			(4,877)
Amortization of payments to terminate interest rate swaps, net of tax	14,981			14,981
Foreign currency translation adjustment	392			392
Balance at Sep. 30, 2011	$ 1,741,779	$ 700	$ 3,641,147	$ (3,655)	$ (206,452)	$ (1,941,344)	$ 251,383

XML

Discontinued Operations

9 Months Ended

Sep. 30, 2011

Discontinued Operations [Abstract]

DISCONTINUED OPERATIONS

2. DISCONTINUED OPERATIONS

In May 2009, the Venezuelan government enacted a law that reserves to the State of Venezuela certain assets and services related to hydrocarbon activities, which included substantially all of our assets and services in Venezuela. The law provides that the reserved activities are to be performed by the State, by the State-owned oil company, Petroleos de Venezuela S.A. (“PDVSA”), or its affiliates, or through mixed companies under the control of PDVSA or its affiliates. The law authorizes PDVSA or its affiliates to take possession of the assets and take over control of those operations related to the reserved activities as a step prior to the commencement of an expropriation process, and permits the national executive of Venezuela to decree the total or partial expropriation of shares or assets of companies performing those services.

In June 2009, PDVSA commenced taking possession of our assets and operations in a number of our locations in Venezuela and by the end of the second quarter of 2009, PDVSA had assumed control over substantially all of our assets and operations in Venezuela.

While the law provides that companies whose assets are expropriated in this manner may be compensated in cash or securities, we are unable to predict what, if any, compensation Venezuela will ultimately offer in exchange for any such expropriated assets and, accordingly, we are unable to predict what, if any, compensation we ultimately will receive. We reserve and will continue to reserve the right to seek full compensation for any and all expropriated assets and investments under all applicable legal regimes, including investment treaties and customary international law, as well as to seek resolution through direct discussions with Venezuela and/or PDVSA, which could result in us recording a gain on our investment in future periods. In this connection, on June 16, 2009, our Spanish subsidiary delivered to the Venezuelan government and PDVSA an official notice of dispute relating to the seized assets and investments under the Agreement between Spain and Venezuela for the Reciprocal Promotion and Protection of Investments and under Venezuelan law. On March 23, 2010, our Spanish subsidiary filed a request for the institution of an arbitration proceeding against Venezuela with the International Centre for Settlement of Investment Disputes (“ICSID”) related to the seized assets and investments, which was registered by ICSID on April 12, 2010. The arbitration hearing on jurisdiction and the merits is presently scheduled to take place in July 2012.

We maintained insurance for the risk of expropriation of our investments in Venezuela, subject to a policy limit of $50 million. During the year ended December 31, 2009, we recorded a receivable of $50 million related to this insurance policy because we determined that recovery under this policy of a portion of our loss was probable. We collected the $50 million under our policy in January 2010. Under the terms of the insurance policy, certain compensation we may receive from the Venezuelan government or PDVSA for our expropriated assets, receivables and operations will be applied first to the reimbursement of out-of-pocket expenses incurred by us and the insurance company, second to the insurance company until the $50 million payment has been repaid and third to us.

As a result of PDVSA taking possession of substantially all of our assets and operations in Venezuela, we recorded asset impairments during the year ended December 31, 2009, totaling $329.7 million ($379.7 million excluding the insurance proceeds of $50 million). These charges primarily related to receivables, inventory, fixed assets and goodwill, and are reflected in Income (loss) from discontinued operations. We believe the fair value of our seized Venezuelan operations substantially exceeds the historical cost-based carrying value of the assets, including the goodwill allocable to those operations; however, GAAP requires that our claim be accounted for as a gain contingency with no benefit being recorded until resolved. Accordingly, we did not include any compensation we may receive for our seized assets and operations from Venezuela in recording the loss on expropriation.

The expropriation of our business in Venezuela meets the criteria established for recognition as discontinued operations under accounting standards for presentation of financial statements. Therefore, our Venezuela contract operations and aftermarket services businesses are now reflected as discontinued operations in our consolidated statements of operations.

In January 2010, the Venezuelan government announced a devaluation of the Venezuelan bolivar. This devaluation resulted in a translation gain of approximately $12.2 million on the remeasurement of our net liability position in Venezuela and is reflected in other (income) loss, net in the table below for the nine months ended September 30, 2010. The functional currency of our Venezuela subsidiary is the U.S. dollar and we had more liabilities than assets denominated in bolivars in Venezuela at the time of the devaluation. The exchange rate used to remeasure our net liabilities changed from 2.15 bolivars per U.S. dollar at December 31, 2009 to 4.3 bolivars per U.S. dollar in January 2010.

Our loss (recovery) attributable to expropriation for the three and nine months ended September 30, 2010 includes a benefit of $40.9 million from payments received from PDVSA and its affiliates as consideration for the fixed assets for two projects. These payments relate to the recovery of the loss we recognized on the value of the equipment for these projects in the second quarter of 2009.

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues	$	—		$	384		$	—		$	964
Expenses and selling, general and administrative		388			696			979			2,438
Loss (recovery) attributable to expropriation		677			253			2,138			(39,959	)
Other (income) loss, net		—			(30	)		(150	)		(12,093	)
Provision for income taxes		437			790			1,242			2,521
Income (loss) from discontinued operations, net of tax	$	(1,502	)	$	(1,325	)	$	(4,209	)	$	48,057

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

	September 30,		December 31,
	2011		2010
Cash	$	527	$	754
Accounts receivable		8		434
Inventory		1,017		1,077
Other current assets		2,770		3,653
Total current assets associated with discontinued operations		4,322		5,918
Property, plant and equipment, net		—		502
Other long-term assets		295		8,670
Total assets associated with discontinued operations	$	4,617	$	15,090
Accounts payable	$	637	$	801
Accrued liabilities		4,827		13,932
Deferred revenues		1,499		821
Total current liabilities associated with discontinued operations		6,963		15,554
Other long-term liabilities		13,806		13,111
Total liabilities associated with discontinued operations	$	20,769	$	28,665

XML

Consolidating Financial Statements (Tables)

9 Months Ended

Sep. 30, 2011

Consolidating Financial Statements [Abstract]

Condensed Consolidating Balance Sheet

Condensed Consolidating Balance Sheet
September 30, 2011

			Subsidiary		Guarantor		Other
	Parent		Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidation
					(in thousands)
ASSETS
Current assets	$	11	$	—	$	592,225	$	578,513	$	184		$	1,170,933
Current assets associated with discontinued operations		—		—		—		4,322		—			4,322
Total current assets		11		—		592,225		582,835		184			1,175,255
Property, plant and equipment, net		—		—		1,478,346		1,517,368		—			2,995,714
Investments in affiliates		1,867,277		1,827,959		1,772,199		—		(5,467,435	)		—
Intangible and other assets, net		19,398		39,318		120,862		125,055		(38,788	)		265,845
Intercompany receivables		895,086		1,016,679		73,990		682,841		(2,668,596	)		—
Long-term assets associated with discontinued operations		—		—		—		295		—			295
Total long-term assets		2,781,761		2,883,956		3,445,397		2,325,559		(8,174,819	)		3,261,854
Total assets	$	2,781,772	$	2,883,956	$	4,037,622	$	2,908,394	$	(8,174,635	)	$	4,437,109
LIABILITIES AND EQUITY
Current liabilities	$	16,767	$	1,440	$	374,580	$	339,572	$	(15,056	)	$	717,303
Current liabilities associated with discontinued operations		—		—		—		6,963		—			6,963
Total current liabilities		16,767		1,440		374,580		346,535		(15,056	)		724,266
Long-term debt		1,020,914		143,750		—		544,360		—			1,709,024
Intercompany payables		—		871,489		1,699,520		97,587		(2,668,596	)		—
Other long-term liabilities		2,312		—		135,563		133,907		(23,548	)		248,234
Long-term liabilities associated with discontinued operations		—		—		—		13,806		—			13,806
Total liabilities		1,039,993		1,016,679		2,209,663		1,136,195		(2,707,200	)		2,695,330
Total equity		1,741,779		1,867,277		1,827,959		1,772,199		(5,467,435	)		1,741,779
Total liabilities and equity	$	2,781,772	$	2,883,956	$	4,037,622	$	2,908,394	$	(8,174,635	)	$	4,437,109

Condensed Consolidating Balance Sheet
December 31, 2010

			Subsidiary		Guarantor		Other
	Parent		Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidation
					(in thousands)
ASSETS
Current assets	$	160	$	—	$	559,367	$	595,151	$	8		$	1,154,686
Current assets associated with discontinued operations		—		—		—		5,918		—			5,918
Total current assets		160		—		559,367		601,069		8			1,160,604
Property, plant and equipment, net		—		—		1,680,256		1,412,396		—			3,092,652
Goodwill		—		—		146,876		49,804		—			196,680
Investments in affiliates		1,998,616		1,991,518		1,967,403		—		(5,957,537	)		—
Intangible and other assets, net		17,343		40,594		147,513		115,766		(38,788	)		282,428
Intercompany receivables		1,118,405		1,207,450		72,714		889,073		(3,287,642	)		—
Long-term assets associated with discontinued operations		—		—		—		9,172		—			9,172
Total long-term assets		3,134,364		3,239,562		4,014,762		2,476,211		(9,283,967	)		3,580,932
Total assets	$	3,134,524	$	3,239,562	$	4,574,129	$	3,077,280	$	(9,283,959	)	$	4,741,536
LIABILITIES AND EQUITY
Current liabilities	$	21,320	$	3,147	$	352,409	$	368,346	$	(2,573	)	$	742,649
Current liabilities associated with discontinued operations		—		—		—		15,554		—			15,554
Total current liabilities		21,320		3,147		352,409		383,900		(2,573	)		758,203
Long-term debt		1,298,165		143,750		—		455,232		—			1,897,147
Intercompany payables		—		1,094,049		2,096,523		97,070		(3,287,642	)		—
Other long-term liabilities		12,615		—		133,679		160,564		(36,207	)		270,651
Long-term liabilities associated with discontinued operations		—		—		—		13,111		—			13,111
Total liabilities		1,332,100		1,240,946		2,582,611		1,109,877		(3,326,422	)		2,939,112
Total equity		1,802,424		1,998,616		1,991,518		1,967,403		(5,957,537	)		1,802,424
Total liabilities and equity	$	3,134,524	$	3,239,562	$	4,574,129	$	3,077,280	$	(9,283,959	)	$	4,741,536

Condensed Consolidating Statement of Operations

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	365,058		$	365,206		$	(25,786	)	$	704,478
Costs of sales (excluding depreciation and amortization expense)		—			—			296,607			244,291			(25,786	)		515,112
Selling, general and administrative		48			138			40,993			49,790			—			90,969
Depreciation and amortization		—			—			33,294			57,724			—			91,018
Long-lived asset impairment		—			—			1,522			788			—			2,310
Restructuring charges		—			—			—			2,941			—			2,941
Goodwill impairment		—			—			146,876			49,266			—			196,142
Interest expense		26,895			1,707			678			9,392			—			38,672
Other (income) expense:
Intercompany charges, net		(15,531	)		(1,707	)		17,238			—			—			—
Equity in loss of affiliates		208,458			208,368			55,133			262			(471,959	)		262
Other, net		10			—			491			13,087			—			13,588
Loss before income taxes		(219,880	)		(208,506	)		(227,774	)		(62,335	)		471,959			(246,536	)
Benefit from income taxes		(3,906	)		(48	)		(19,406	)		(10,131	)		—			(33,491	)
Loss from continuing operations		(215,974	)		(208,458	)		(208,368	)		(52,204	)		471,959			(213,045	)
Loss from discontinued operations, net of tax		—			—			—			(1,502	)		—			(1,502	)
Net loss		(215,974	)		(208,458	)		(208,368	)		(53,706	)		471,959			(214,547	)
Less: Net income attributable to the noncontrolling interest		—			—			—			(1,427	)		—			(1,427	)
Net loss attributable to Exterran stockholders	$	(215,974	)	$	(208,458	)	$	(208,368	)	$	(55,133	)	$	471,959		$	(215,974	)

Condensed Consolidating Statement of Operations
Three Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	257,748		$	450,430		$	(82,555	)	$	625,623
Costs of sales (excluding depreciation and amortization expense)		—			—			219,125			294,080			(82,555	)		430,650
Selling, general and administrative		185			75			32,330			55,639			—			88,229
Depreciation and amortization		—			—			32,115			66,388			—			98,503
Long-lived asset impairment		—			—			2,153			93			—			2,246
Interest (income) expense		19,323			1,707			(12,846	)		24,866			—			33,050
Other (income) expense:
Intercompany charges, net		(20,611	)		3,070			17,541			—			—			—
Equity in (income) loss of affiliates		18,691			15,537			(3,651	)		—			(30,577	)		—
Other, net		10			—			(4,875	)		1,924			—			(2,941	)
Income (loss) before income taxes		(17,598	)		(20,389	)		(24,144	)		7,440			30,577			(24,114	)
Provision for (benefit) from income taxes		387			(1,698	)		(8,607	)		2,835			—			(7,083	)
Income (loss) from continuing operations		(17,985	)		(18,691	)		(15,537	)		4,605			30,577			(17,031	)
Loss from discontinued operations, net of tax		—			—			—			(1,325	)		—			(1,325	)
Net income (loss)		(17,985	)		(18,691	)		(15,537	)		3,280			30,577			(18,356	)
Less: Net loss attributable to the noncontrolling interest		—			—			—			371			—			371
Net income (loss) attributable to Exterran stockholders	$	(17,985	)	$	(18,691	)	$	(15,537	)	$	3,651		$	30,577		$	(17,985	)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	1,014,679		$	1,192,573		$	(226,723	)	$	1,980,529
Costs of sales (excluding depreciation and amortization expense)		—			—			806,760			849,539			(226,723	)		1,429,576
Selling, general and administrative		166			417			129,350			144,509			—			274,442
Depreciation and amortization		—			—			113,324			160,848			—			274,172
Long-lived asset impairment		—			—			3,265			1,108			—			4,373
Restructuring charges		—			—			—			2,941			—			2,941
Goodwill impairment		—			—			146,876			49,266			—			196,142
Interest expense		73,383			5,121			136			31,788			—			110,428
Other (income) expense:
Intercompany charges, net		(44,886	)		(4,858	)		49,744			—			—			—
Equity in loss of affiliates		255,369			254,927			62,230			262			(572,526	)		262
Other, net		30			—			(4,937	)		15,130			—			10,223
Loss before income taxes		(284,062	)		(255,607	)		(292,069	)		(62,818	)		572,526			(322,030	)
Benefit from income taxes		(10,032	)		(238	)		(37,142	)		(3,592	)		—			(51,004	)
Loss from continuing operations		(274,030	)		(255,369	)		(254,927	)		(59,226	)		572,526			(271,026	)
Loss from discontinued operations, net of tax		—			—			—			(4,209	)		—			(4,209	)
Net loss		(274,030	)		(255,369	)		(254,927	)		(63,435	)		572,526			(275,235	)
Less: Net loss attributable to the noncontrolling interest		—			—			—			1,205			—			1,205
Net loss attributable to Exterran stockholders	$	(274,030	)	$	(255,369	)	$	(254,927	)	$	(62,230	)	$	572,526		$	(274,030	)

Condensed Consolidating Statement of Operations
Nine Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidation
							(in thousands)
Revenues	$	—		$	—		$	757,471		$	1,288,998	$	(200,716	)	$	1,845,753
Costs of sales (excluding depreciation and amortization expense)		—			—			608,597			822,856		(200,716	)		1,230,737
Selling, general and administrative		295			230			97,085			168,836		—			266,446
Depreciation and amortization		—			—			95,207			201,259		—			296,466
Long-lived asset impairment		—			—			4,374			324		—			4,698
Interest (income) expense		53,392			5,121			(29,712	)		69,791		—			98,592
Other (income) expense:
Intercompany charges, net		(27,776	)		780			26,996			—		—			—
Equity in (income) loss of affiliates		(33,076	)		(37,061	)		(57,906	)		348		128,043			348
Other, net		30			—			(14,801	)		7,162		—			(7,609	)
Income (loss) before income taxes		7,135			30,930			27,631			18,422		(128,043	)		(43,925	)
Provision for (benefit from) income taxes		(9,068	)		(2,146	)		(9,430	)		9,746		—			(10,898	)
Income (loss) from continuing operations		16,203			33,076			37,061			8,676		(128,043	)		(33,027	)
Income from discontinued operations, net of tax		—			—			—			48,057		—			48,057
Net income		16,203			33,076			37,061			56,733		(128,043	)		15,030
Less: Net loss attributable to the noncontrolling interest		—			—			—			1,173		—			1,173
Net income attributable to Exterran stockholders	$	16,203		$	33,076		$	37,061		$	57,906	$	(128,043	)	$	16,203

Condensed Consolidating Statement of Cash Flows

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2011

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	233,041		$	1,529		$	(139,334	)	$	(22,116	)	$	—		$	73,120
Net cash provided by discontinued operations		—			—			—			1,336			—			1,336
Net cash provided by (used in) operating activities		233,041			1,529			(139,334	)		(20,780	)		—			74,456
Cash flows from investing activities:
Capital expenditures		—			—			(103,329	)		(75,524	)		—			(178,853	)
Proceeds from sale of property, plant and equipment		—			—			10,736			28,475			—			39,211
Decrease in restricted cash		—			—			—			819			—			819
Cash invested in non-consolidated affiliates		—			—			—			(262	)		—			(262	)
Net proceeds from the sale of Partnership units		—			—			289,908			—			—			289,908
Investment in consolidated subsidiaries		(164,898	)		(132,974	)		—			—			297,872			—
Net cash provided by (used in) investing activities		(164,898	)		(132,974	)		197,315			(46,492	)		297,872			150,823
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		1,096,240			—			—			506,627			—			1,602,867
Repayments of long-term debt		(1,387,078	)		—			—			(417,500	)		—			(1,804,578	)
Payments for debt issue costs		(7,666	)		—			—			(980	)		—			(8,646	)
Proceeds from stock options exercised		526			—			—			—			—			526
Proceeds from stock issued pursuant to our employee stock purchase plan		1,435			—			—			—			—			1,435
Purchases of treasury stock		(2,456	)		—			—			—			—			(2,456	)
Stock-based compensation excess tax benefit		836			—			—			—			—			836
Distributions to noncontrolling partners in the Partnership		—			—			—			(27,790	)		—			(27,790	)
Capital contribution, net		—			164,898			132,974			—			(297,872	)		—
Borrowings (repayments) between subsidiaries, net		229,871			(33,453	)		(190,771	)		(5,647	)		—			—
Net cash provided by (used in) financing activities		(68,292	)		131,445			(57,797	)		54,710			(297,872	)		(237,806	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(2,458	)		—			(2,458	)
Net increase (decrease) in cash and cash equivalents		(149	)		—			184			(15,020	)		—			(14,985	)
Cash and cash equivalents at beginning of year		160			—			1,586			42,870			—			44,616
Cash and cash equivalents at end of year	$	11		$	—		$	1,770		$	27,850		$	—		$	29,631

Condensed Consolidating Statement of Cash Flows
Nine Months Ended September 30, 2010

				Subsidiary			Guarantor			Other
	Parent			Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidation
							(in thousands)
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$	(21,030	)	$	(4,316	)	$	(6,710	)	$	284,093		$	—		$	252,037
Net cash used in discontinued operations		—			—			—			(3,880	)		—			(3,880	)
Net cash provided by (used in) operating activities		(21,030	)		(4,316	)		(6,710	)		280,213			—			248,157
Cash flows from investing activities:
Capital expenditures		—			—			(54,821	)		(113,641	)		—			(168,462	)
Proceeds from sale of property, plant and equipment		—			—			10,205			15,295			—			25,500
Decrease in restricted cash		—			—			—			7,436			—			7,436
Cash invested in non-consolidated affiliates		—			—			—			(348	)		—			(348	)
Net proceeds from the sale of Partnership units		—			—			109,365			—			—			109,365
Investment in consolidated subsidiaries		(10,695	)		23,622			—			—			(12,927	)		—
Net cash provided by (used in) continuing operations		(10,695	)		23,622			64,749			(91,258	)		(12,927	)		(26,509	)
Net cash provided by discontinued operations		—			—			—			89,509			—			89,509
Net cash provided by (used in) investing activities		(10,695	)		23,622			64,749			(1,749	)		(12,927	)		63,000
Cash flows from financing activities:
Proceeds from borrowings of long-term debt		839,362			—			—			16,966			—			856,328
Repayments of long-term debt		(874,083	)		—			—			(284,000	)		—			(1,158,083	)
Proceeds from stock options exercised		768			—			—			—			—			768
Proceeds from stock issued pursuant to our employee stock purchase plan		1,874			—			—			—			—			1,874
Purchases of treasury stock		(2,010	)		—			—			—			—			(2,010	)
Stock-based compensation excess tax benefit		1,157			—			—			—			—			1,157
Distribution to noncontrolling partners in the Partnership		—			—			—			(11,631	)		—			(11,631	)
Capital contribution (distribution), net		—			10,695			(23,622	)		—			12,927			—
Borrowings (repayments) between subsidiaries, net		64,722			(30,001	)		(34,928	)		207			—			—
Net cash provided by (used in) financing activities		31,790			(19,306	)		(58,550	)		(278,458	)		12,927			(311,597	)
Effect of exchange rate changes on cash and cash equivalents		—			—			—			(1,938	)		—			(1,938	)
Net increase (decrease) in cash and cash equivalents		65			—			(511	)		(1,932	)		—			(2,378	)
Cash and cash equivalents at beginning of year		49			—			4,954			78,742			—			83,745
Cash and cash equivalents at end of year	$	114		$	—		$	4,443		$	76,810		$	—		$	81,367

XML

Investments in Non-Consolidated Affiliates (Tables)

9 Months Ended

Sep. 30, 2011

Investments in Non-Consolidated Affiliates [Abstract]

Ownership interest of each equity method investee

	Ownership
	Interest			Location	Type of Business
PIGAP II		30.0	%	Venezuela	Gas Compression Plant
El Furrial		33.3	%	Venezuela	Gas Compression Plant

XML

Goodwill (Details) (USD $) In Thousands	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	Dec. 31, 2010
Change in the net carrying amount of goodwill
Goodwill	$ 1,582,860	$ 1,582,860	$ 1,583,398
Accumulated impairment losses	(1,582,860)	(1,582,860)	(1,386,718)
Ending Balance	0	0	196,680
Goodwill acquired during year		0
Impairment losses	(196,142)	(196,142)
Impact of foreign currency Translation		(538)
Purchase adjustments		0
North America Contract Operations [Member]
Change in the net carrying amount of goodwill
Goodwill	1,148,371	1,148,371	1,148,371
Accumulated impairment losses	(1,148,371)	(1,148,371)	(1,148,371)
Ending Balance	0	0	0
Goodwill acquired during year		0
Impairment losses		0
Impact of foreign currency Translation		0
Purchase adjustments		0
International Contract Operations [Member]
Change in the net carrying amount of goodwill
Goodwill	150,778	150,778	150,778
Accumulated impairment losses	(150,778)	(150,778)	(150,778)
Ending Balance	0	0	0
Goodwill acquired during year		0
Impairment losses		0
Impact of foreign currency Translation		0
Purchase adjustments		0
Aftermarket Services [Member]
Change in the net carrying amount of goodwill
Goodwill	62,852	62,852	63,095
Accumulated impairment losses	(62,852)	(62,852)	0
Ending Balance	0	0	63,095
Goodwill acquired during year		0
Impairment losses		(62,852)
Impact of foreign currency Translation		(243)
Purchase adjustments		0
Fabrication [Member]
Change in the net carrying amount of goodwill
Goodwill	220,859	220,859	221,154
Accumulated impairment losses	(220,859)	(220,859)	(87,569)
Ending Balance	0	0	133,585
Goodwill acquired during year		0
Impairment losses		(133,290)
Impact of foreign currency Translation		(295)
Purchase adjustments		$ 0

XML

Restructuring Charges (Details) (USD $) In Millions	3 Months Ended	9 Months Ended	12 Months Ended	9 Months Ended		12 Months Ended	9 Months Ended	3 Months Ended	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011 Minimum [Member]	Dec. 31, 2011 Minimum [Member]	Sep. 30, 2011 Minimum [Member] Severance Retention and Employee benefits [Member]	Sep. 30, 2011 Maximum [Member]	Dec. 31, 2011 Maximum [Member]	Sep. 30, 2011 Maximum [Member] Severance Retention and Employee benefits [Member]	Sep. 30, 2011 Special Termination Benefits [Member]	Sep. 30, 2011 Impairment of office equipment [Member]	Sep. 30, 2011 Consulting Services [Member]
Restructuring charges (Textuals) [Abstract]
Restructuring charges incurred and estimated			$ 11	$ 8		$ 14	$ 11			$ 2
Restructuring charges								2.9	0
Cash expenditures	$ 0	$ 11			$ 14

XML

Investments in Non-Consolidated Affiliates (Details) (USD $) In Millions, unless otherwise specified	3 Months Ended
	Mar. 31, 2009	Sep. 30, 2011 PIGAP II [Member]	Sep. 30, 2011 El Furrial [Member]
Ownership interest of each equity method investee
Ownership Interest		30.00%	33.30%
Investments in Non-Consolidated Affiliates (Textuals) [Abstract]
Impairment charge	$ 90.1
Impairment charge, net of tax	$ 81.7

XML

Stock-Based Compensation (Details 3) (Phantom Units [Member], USD $)	9 Months Ended
	Sep. 30, 2011
Phantom Units [Member]
Schedule of phantom unit activity
Beginning balance, Shares	98,537
Granted Phantom Units	20,851
Vested Units	(45,634)
Cancelled, Shares	(851)
Ending balance, Shares	72,903
Beginning balance, Weighted average grant date fair value per share	$ 19.23
Granted Weighted average grant date fair value per unit	$ 28.50
Vested Weighted average grant date fair value per unit	$ 19.04
Cancelled, Weighted average grant date fair value per share	$ 18.60
Ending balance, Weighted average grant date fair value per share	$ 22.01

XML

Inventory

9 Months Ended

Sep. 30, 2011

Inventory [Abstract]

INVENTORY

3. INVENTORY

Inventory, net of reserves, consisted of the following amounts (in thousands):

	September 30,		December 31,
	2011		2010
Parts and supplies	$	227,939	$	244,618
Work in progress		124,722		116,371
Finished goods		31,228		35,298
Inventory, net of reserves	$	383,889	$	396,287

As of September 30, 2011 and December 31, 2010, we had inventory reserves of $17.2 million and $18.3 million, respectively.

XML

Consolidating Financial Statements (Details 2) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	$ 73,120	$ 252,037
Net cash provided by discontinued operations	1,336	(3,880)
Net cash provided by operating activities	74,456	248,157
Cash flows from investing activities:
Capital expenditures	(178,853)	(168,462)
Proceeds from sale of property, plant and equipment	39,211	25,500
Decrease in restricted cash	819	7,436
Cash invested in non-consolidated affiliates	(262)	(348)
Net proceeds from the sale of Partnership units	289,908	109,365
Net cash provided by (used in) continuing operations	150,823	(26,509)
Net cash provided by discontinued operations		89,509
Net cash provided by investing activities	150,823	63,000
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	1,602,867	856,328
Repayments of long-term debt	(1,804,578)	(1,158,083)
Payments for debt issue costs	(8,646)
Proceeds from stock options exercised	526	768
Proceeds from stock issued pursuant to our employee stock purchase plan	1,435	1,874
Purchases of treasury stock	(2,456)	(2,010)
Stock-based compensation excess tax benefit	836	1,157
Distributions to noncontrolling partners in the Partnership	(27,790)	(11,631)
Net cash provided by (used in) financing activities	(237,806)	(311,597)
Effect of exchange rate changes on cash and equivalents	(2,458)	(1,938)
Net increase (decrease) in cash and cash equivalents	(14,985)	(2,378)
Cash and cash equivalents at beginning of period	44,616	83,745
Cash and cash equivalents at end of period	29,631	81,367
Parent [Member]
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	233,041	(21,030)
Net cash provided by operating activities	233,041	(21,030)
Cash flows from investing activities:
Investment in consolidated subsidiaries	(164,898)	(10,695)
Net cash provided by (used in) continuing operations		(10,695)
Net cash provided by investing activities	(164,898)	(10,695)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	1,096,240	839,362
Repayments of long-term debt	(1,387,078)	(874,083)
Payments for debt issue costs	(7,666)
Proceeds from stock options exercised	526	768
Proceeds from stock issued pursuant to our employee stock purchase plan	1,435	1,874
Purchases of treasury stock	(2,456)	(2,010)
Stock-based compensation excess tax benefit	836	1,157
Borrowings (repayments) between subsidiaries, net	229,871	64,722
Net cash provided by (used in) financing activities	(68,292)	31,790
Net increase (decrease) in cash and cash equivalents	(149)	65
Cash and cash equivalents at beginning of period	160	49
Cash and cash equivalents at end of period	11	114
Subsidiary Issuer [Member]
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	1,529	(4,316)
Net cash provided by operating activities	1,529	(4,316)
Cash flows from investing activities:
Investment in consolidated subsidiaries	(132,974)	23,622
Net cash provided by (used in) continuing operations		23,622
Net cash provided by investing activities	(132,974)	23,622
Cash flows from financing activities:
Capital contribution (distribution), net	164,898	10,695
Borrowings (repayments) between subsidiaries, net	(33,453)	(30,001)
Net cash provided by (used in) financing activities	131,445	(19,306)
Guarantor Subsidiaries [Member]
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	(139,334)	(6,710)
Net cash provided by operating activities	(139,334)	(6,710)
Cash flows from investing activities:
Capital expenditures	(103,329)	(54,821)
Proceeds from sale of property, plant and equipment	10,736	10,205
Net proceeds from the sale of Partnership units	289,908	109,365
Net cash provided by (used in) continuing operations		64,749
Net cash provided by investing activities	197,315	64,749
Cash flows from financing activities:
Distributions to noncontrolling partners in the Partnership	0
Capital contribution (distribution), net	132,974	(23,622)
Borrowings (repayments) between subsidiaries, net	(190,771)	(34,928)
Net cash provided by (used in) financing activities	(57,797)	(58,550)
Net increase (decrease) in cash and cash equivalents	184	(511)
Cash and cash equivalents at beginning of period	1,586	4,954
Cash and cash equivalents at end of period	1,770	4,443
Other Subsidiaries [Member]
Cash flows from operating activities:
Net cash provided by (used in) continuing operations	(22,116)	284,093
Net cash provided by discontinued operations	1,336	(3,880)
Net cash provided by operating activities	(20,780)	280,213
Cash flows from investing activities:
Capital expenditures	(75,524)	(113,641)
Proceeds from sale of property, plant and equipment	28,475	15,295
Decrease in restricted cash	819	7,436
Cash invested in non-consolidated affiliates	(262)	(348)
Net cash provided by (used in) continuing operations		(91,258)
Net cash provided by discontinued operations		89,509
Net cash provided by investing activities	(46,492)	(1,749)
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	506,627	16,966
Repayments of long-term debt	(417,500)	(284,000)
Payments for debt issue costs	(980)
Distributions to noncontrolling partners in the Partnership	(27,790)	(11,631)
Borrowings (repayments) between subsidiaries, net	(5,647)	207
Net cash provided by (used in) financing activities	54,710	(278,458)
Effect of exchange rate changes on cash and equivalents	(2,458)	(1,938)
Net increase (decrease) in cash and cash equivalents	(15,020)	(1,932)
Cash and cash equivalents at beginning of period	42,870	78,742
Cash and cash equivalents at end of period	27,850	76,810
Eliminations [Member]
Cash flows from investing activities:
Investment in consolidated subsidiaries	297,872	(12,927)
Net cash provided by (used in) continuing operations		(12,927)
Net cash provided by investing activities	297,872	(12,927)
Cash flows from financing activities:
Capital contribution (distribution), net	(297,872)	12,927
Net cash provided by (used in) financing activities	$ (297,872)	$ 12,927

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details 1) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	25,047	23,235	24,169	23,135
On exercise of options where exercise price is greater than average market value for the period [Member]
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	3,209	1,334	2,287	1,402
On exercise of options and vesting of restricted stock and restricted stock units [Member]
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	546	629	605	462
On settlement of employee stock purchase plan shares [Member]
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	35	15	20	14
On exercise of warrants [Member]
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	2,808	2,808	2,808	2,808
On conversion of 4.25% convertible senior notes due 2014 [Member]
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	15,334	15,334	15,334	15,334
On conversion of 4.75% convertible senior notes due 2014 [Member]
Anti-dilutive effect of the calculation of net dilutive potential shares of common stock issuable
Net dilutive potential common shares issuable	3,115	3,115	3,115	3,115

XML

Discontinued Operations (Tables)

9 Months Ended

Sep. 30, 2011

Discontinued Operations [Abstract]

Summary of operating results of discontinued operations

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Revenues	$	—		$	384		$	—		$	964
Expenses and selling, general and administrative		388			696			979			2,438
Loss (recovery) attributable to expropriation		677			253			2,138			(39,959	)
Other (income) loss, net		—			(30	)		(150	)		(12,093	)
Provision for income taxes		437			790			1,242			2,521
Income (loss) from discontinued operations, net of tax	$	(1,502	)	$	(1,325	)	$	(4,209	)	$	48,057

Summary of balance sheet data for discontinued operations

	September 30,		December 31,
	2011		2010
Cash	$	527	$	754
Accounts receivable		8		434
Inventory		1,017		1,077
Other current assets		2,770		3,653
Total current assets associated with discontinued operations		4,322		5,918
Property, plant and equipment, net		—		502
Other long-term assets		295		8,670
Total assets associated with discontinued operations	$	4,617	$	15,090
Accounts payable	$	637	$	801
Accrued liabilities		4,827		13,932
Deferred revenues		1,499		821
Total current liabilities associated with discontinued operations		6,963		15,554
Other long-term liabilities		13,806		13,111
Total liabilities associated with discontinued operations	$	20,769	$	28,665

XML

Commitments and Contingencies (Details) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011
Schedule Of Guarantees [Abstract]
Maximum potential undiscounted payments	$ 390,990
Performance guarantees through letters of credit [Member]
Schedule Of Guarantees [Abstract]
Term	2011-2015
Maximum potential undiscounted payments	246,900
Standby letters of credit [Member]
Schedule Of Guarantees [Abstract]
Term	2011-2014
Maximum potential undiscounted payments	16,417
Commercial letters of credit [Member]
Schedule Of Guarantees [Abstract]
Term	2011-2012
Maximum potential undiscounted payments	610
Bid bonds and performance bonds [Member]
Schedule Of Guarantees [Abstract]
Term	2011-2021
Maximum potential undiscounted payments	$ 127,063

XML

Stock-Based Compensation (Details 1) (USD $) In Thousands, except Per Share data, unless otherwise specified	9 Months Ended
	Sep. 30, 2011 Year Segment Country
Summary of stock option activity
Options outstanding, Stock Options, Beginning balance	3,124
Granted, Stock Options	375
Exercised, Stock Options	(33)
Cancelled, Stock Options	(256)
Options outstanding, Stock Options, Ending balance	3,210
Options exercisable, Stock Options	2,180
Options outstanding, Weighted Average Exercise Price, Beginning balance	$ 31.20
Granted, Weighted Average Exercise Price	$ 22.84
Exercised, Weighted Average Exercise Price	$ 16.16
Cancelled, Weighted Average Exercise Price	$ 34.13
Options outstanding, Weighted Average Exercise Price, Ending balance	$ 30.14
Options exercisable, Weighted Average Exercise Price	$ 34.25
Options outstanding, Weighted Average Remaining Life	4.2
Options exercisable, Weighted Average Remaining Life	3.5
Options outstanding, Aggregate Intrinsic Value	$ 0
Options exercisable, Aggregate Intrinsic Value	$ 0

XML

Accounting for Derivatives (Tables)

9 Months Ended

Sep. 30, 2011

Accounting for Derivatives [Abstract]

Effect of derivative instruments on consolidated financial position

	September 30, 2011
		Fair Value
	Balance Sheet Location	Asset (Liability)
Derivatives designated as hedging instruments:
Interest rate hedges	Accrued liabilities	$	(20,099	)
Interest rate hedges	Other long-term liabilities		(5,086	)
Total derivatives		$	(25,185	)

	December 31, 2010
		Fair Value
	Balance Sheet Location	Asset (Liability)
Derivatives designated as hedging instruments:
Interest rate hedges	Intangibles and other assets	$	5,769
Interest rate hedges	Accrued liabilities		(24,432	)
Interest rate hedges	Other long-term liabilities		(10,362	)
Foreign currency hedge	Accrued liabilities		(462	)
Total derivatives		$	(29,487	)

Effect of derivative instruments on results of operations

Three Months Ended September 30, 2011

Nine Months Ended September 30, 2011

Location of Gain

Gain (Loss)

Location of Gain

Gain (Loss)

(Loss)

Reclassified

(Loss)

Reclassified

Reclassified from

from

Reclassified from

from

Gain (Loss)

Accumulated

Accumulated

Gain (Loss)

Accumulated

Accumulated

Recognized in

Other

Other

Recognized in

Other

Other

Other

Comprehensive

Comprehensive

Other

Comprehensive

Comprehensive

Comprehensive

Income

Income (Loss)

Comprehensive

Income

Income (Loss)

Income (Loss) on

(Loss) into Income

into Income

Income (Loss)

(Loss) into Income

into Income

Derivatives

(Loss)

(Loss)

on Derivatives

(Loss)

(Loss)

Derivatives designated as cash flow hedges:

Interest rate hedges

$

(11,457

)

Interest expense

$

(11,872

)

$

(25,440

)

Interest expense

$

(35,967

)

Foreign currency hedge

—

Fabrication revenue

—

—

Fabrication revenue

410

Total

$

(11,457

)

$

(11,872

)

$

(25,440

)

$

(35,557

)

Three Months Ended September 30, 2010

Nine Months Ended September 30, 2010

Location of Gain

Gain (Loss)

Location of Gain

Gain (Loss)

(Loss)

Reclassified

(Loss)

Reclassified

Reclassified from

from

Reclassified from

from

Gain (Loss)

Accumulated

Accumulated

Gain (Loss)

Accumulated

Accumulated

Recognized in

Other

Other

Recognized in

Other

Other

Other

Comprehensive

Comprehensive

Other

Comprehensive

Comprehensive

Comprehensive

Income

Income (Loss)

Comprehensive

Income

Income (Loss)

Income (Loss) on

(Loss) into Income

into Income

Income (Loss)

(Loss) into Income

into Income

Derivatives

(Loss)

(Loss)

on Derivatives

(Loss)

(Loss)

Derivatives designated as cash flow hedges:

Interest rate hedges

$

(13,560

)

Interest expense

$

(13,918

)

$

(42,622

)

Interest expense

$

(42,377

)

Foreign currency hedge

4,040

Fabrication revenue

1,957

(3,808

)

Fabrication revenue

(3,519

)

Total

$

(9,520

)

$

(11,961

)

$

(46,430

)

$

(45,896

)

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Summary of income (loss) attributable to Exterran stockholders
Loss from continuing operations attributable to Exterran stockholders	$ (214,472)	$ (16,660)	$ (269,821)	$ (31,854)
Income (loss) from discontinued operations, net of tax	(1,502)	(1,325)	(4,209)	48,057
Net income (loss) attributable to Exterran stockholders	$ (215,974)	$ (17,985)	$ (274,030)	$ 16,203

XML

Property, Plant and Equipment (Tables)

9 Months Ended

Sep. 30, 2011

Property, Plant and Equipment [Abstract]

Property, plant and equipment, net

	September 30,			December 31,
	2011			2010
Compression equipment, facilities and other fleet assets	$	4,240,228		$	4,302,483
Land and buildings		175,441			166,273
Transportation and shop equipment		242,307			225,073
Other		149,765			142,770
		4,807,741			4,836,599
Accumulated depreciation		(1,812,027	)		(1,743,947	)
Property, plant and equipment, net	$	2,995,714		$	3,092,652

XML

Restructuring Charges

9 Months Ended

Sep. 30, 2011

Restructuring Charges [Abstract]

RESTRUCTURING CHARGES

11. RESTRUCTURING CHARGES

On October 10, 2011, our management approved a workforce cost reduction program across all of our business segments as a first step in a broader overall profit improvement initiative. These actions are the result of a review of our cost structure aimed at identifying ways to reduce our on-going operating costs and to adjust the size of our workforce to be consistent with current and expected activity levels. We expect that a significant portion of the workforce cost reduction program will be completed in the fourth quarter of 2011, with the remainder completed in the first half of 2012.

During the three months ended September 30, 2011, we incurred $2.9 million of restructuring charges that were related to consulting services and termination benefits. These charges are reflected as Restructuring charges in our consolidated statements of operations. We currently estimate that we will incur additional charges with respect to the workforce cost reduction program discussed above of approximately $11 million to $14 million. Approximately $8 million to $11 million of the expected additional charges are severance and employee benefit costs, approximately $2 million is related to consulting services and the remaining amount is for other facility closure and moving costs. Of the total estimated charges, approximately $11 million to $14 million will result in cash expenditures. No cash expenditures were made in the three months ended September 30, 2011.

XML

Accounting for Derivatives (Details Textuals) (USD $)	3 Months Ended		9 Months Ended		12 Months Ended
	Sep. 30, 2011 Year Country	Sep. 30, 2010	Sep. 30, 2011 Year Segment Country	Sep. 30, 2010	Dec. 31, 2010
Accounting For Derivatives (Textuals) [Abstract]
Notional value of floating payments	$ 815,000,000		$ 815,000,000
Weighted average effective fixed interest rate payable on interest rate swaps	3.40%		3.40%		4.60%
Interest expenses	0	17,000	0	200,000
Interest Rate swap gain loss to be reclassified during next 12 months	20,100,000		20,100,000
Number of countries company operates	30		30
Amount of interest rate swap Termination					43,000,000
Interest rate swaps expiring through January 2013 [Member]
Derivative [Line Items]
Notional amount of interest rate swaps	565,000,000		565,000,000		585,000,000
Foreign currency hedge [Member]
Derivative Instruments, Gain (Loss) [Line Items]
Foreign currency exchange risk gain loss to be reclassified during next 12 months			$ 15,400,000

XML

Consolidating Financial Statements (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010	Sep. 30, 2010	Dec. 31, 2009
ASSETS
Current assets	$ 1,170,933	$ 1,154,686
Current assets associated with discontinued operations	4,322	5,918
Total current assets	1,175,255	1,160,604
Property, plant and equipment, net	2,995,714	3,092,652
Goodwill	0	196,680
Investments in affiliates	0	0
Intangible and other assets, net	265,845	282,428
Intercompany receivables	0	0
Long-term assets associated with discontinued operations	295	9,172
Total long-term assets	3,261,854	3,580,932
Total assets	4,437,109	4,741,536
LIABILITIES AND EQUITY
Current liabilities	717,303	742,649
Current liabilities associated with discontinued operations	6,963	15,554
Total current liabilities	724,266	758,203
Long-term debt	1,709,024	1,897,147
Intercompany payables	0	0
Other long-term liabilities	248,234	270,651
Long-term liabilities associated with discontinued operations	13,806	13,111
Total liabilities	2,695,330	2,939,112
Total equity	1,741,779	1,802,424	1,921,042	1,816,859
Total liabilities and equity	4,437,109	4,741,536
Parent [Member]
ASSETS
Current assets	11	160
Current assets associated with discontinued operations	0	0
Total current assets	11	160
Property, plant and equipment, net	0	0
Goodwill		0
Investments in affiliates	1,867,277	1,998,616
Intangible and other assets, net	19,398	17,343
Intercompany receivables	895,086	1,118,405
Long-term assets associated with discontinued operations	0	0
Total long-term assets	2,781,761	3,134,364
Total assets	2,781,772	3,134,524
LIABILITIES AND EQUITY
Current liabilities	16,767	21,320
Current liabilities associated with discontinued operations	0	0
Total current liabilities	16,767	21,320
Long-term debt	1,020,914	1,298,165
Intercompany payables	0	0
Other long-term liabilities	2,312	12,615
Long-term liabilities associated with discontinued operations	0	0
Total liabilities	1,039,993	1,332,100
Total equity	1,741,779	1,802,424
Total liabilities and equity	2,781,772	3,134,524
Subsidiary Issuer [Member]
ASSETS
Current assets	0	0
Current assets associated with discontinued operations	0	0
Total current assets	0	0
Property, plant and equipment, net	0	0
Goodwill		0
Investments in affiliates	1,827,959	1,991,518
Intangible and other assets, net	39,318	40,594
Intercompany receivables	1,016,679	1,207,450
Long-term assets associated with discontinued operations	0	0
Total long-term assets	2,883,956	3,239,562
Total assets	2,883,956	3,239,562
LIABILITIES AND EQUITY
Current liabilities	1,440	3,147
Current liabilities associated with discontinued operations	0	0
Total current liabilities	1,440	3,147
Long-term debt	143,750	143,750
Intercompany payables	871,489	1,094,049
Other long-term liabilities	0	0
Long-term liabilities associated with discontinued operations	0	0
Total liabilities	1,016,679	1,240,946
Total equity	1,867,277	1,998,616
Total liabilities and equity	2,883,956	3,239,562
Guarantor Subsidiaries [Member]
ASSETS
Current assets	592,225	559,367
Current assets associated with discontinued operations	0	0
Total current assets	592,225	559,367
Property, plant and equipment, net	1,478,346	1,680,256
Goodwill		146,876
Investments in affiliates	1,772,199	1,967,403
Intangible and other assets, net	120,862	147,513
Intercompany receivables	73,990	72,714
Long-term assets associated with discontinued operations	0	0
Total long-term assets	3,445,397	4,014,762
Total assets	4,037,622	4,574,129
LIABILITIES AND EQUITY
Current liabilities	374,580	352,409
Current liabilities associated with discontinued operations	0	0
Total current liabilities	374,580	352,409
Long-term debt	0	0
Intercompany payables	1,699,520	2,096,523
Other long-term liabilities	135,563	133,679
Long-term liabilities associated with discontinued operations	0	0
Total liabilities	2,209,663	2,582,611
Total equity	1,827,959	1,991,518
Total liabilities and equity	4,037,622	4,574,129
Other Subsidiaries [Member]
ASSETS
Current assets	578,513	595,151
Current assets associated with discontinued operations	4,322	5,918
Total current assets	582,835	601,069
Property, plant and equipment, net	1,517,368	1,412,396
Goodwill		49,804
Investments in affiliates	0	0
Intangible and other assets, net	125,055	115,766
Intercompany receivables	682,841	889,073
Long-term assets associated with discontinued operations	295	9,172
Total long-term assets	2,325,559	2,476,211
Total assets	2,908,394	3,077,280
LIABILITIES AND EQUITY
Current liabilities	339,572	368,346
Current liabilities associated with discontinued operations	6,963	15,554
Total current liabilities	346,535	383,900
Long-term debt	544,360	455,232
Intercompany payables	97,587	97,070
Other long-term liabilities	133,907	160,564
Long-term liabilities associated with discontinued operations	13,806	13,111
Total liabilities	1,136,195	1,109,877
Total equity	1,772,199	1,967,403
Total liabilities and equity	2,908,394	3,077,280
Eliminations [Member]
ASSETS
Current assets	184	8
Current assets associated with discontinued operations	0	0
Total current assets	184	8
Property, plant and equipment, net	0	0
Goodwill		0
Investments in affiliates	(5,467,435)	(5,957,537)
Intangible and other assets, net	(38,788)	(38,788)
Intercompany receivables	(2,668,596)	(3,287,642)
Long-term assets associated with discontinued operations	0	0
Total long-term assets	(8,174,819)	(9,283,967)
Total assets	(8,174,635)	(9,283,959)
LIABILITIES AND EQUITY
Current liabilities	(15,056)	(2,573)
Current liabilities associated with discontinued operations	0	0
Total current liabilities	(15,056)	(2,573)
Long-term debt	0	0
Intercompany payables	(2,668,596)	(3,287,642)
Other long-term liabilities	(23,548)	(36,207)
Long-term liabilities associated with discontinued operations	0	0
Total liabilities	(2,707,200)	(3,326,422)
Total equity	(5,467,435)	(5,957,537)
Total liabilities and equity	$ (8,174,635)	$ (9,283,959)

XML

Stock-Based Compensation (Details)	9 Months Ended
	Sep. 30, 2011 Year Segment
Weighted average fair value at date of grant for options granted
Expected life in years	4.5
Risk-free interest rate	1.92%
Volatility	41.08%
Dividend yield	0.00%

XML

Property, Plant and Equipment

9 Months Ended

Sep. 30, 2011

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

4. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consisted of the following (in thousands):

	September 30,			December 31,
	2011			2010
Compression equipment, facilities and other fleet assets	$	4,240,228		$	4,302,483
Land and buildings		175,441			166,273
Transportation and shop equipment		242,307			225,073
Other		149,765			142,770
		4,807,741			4,836,599
Accumulated depreciation		(1,812,027	)		(1,743,947	)
Property, plant and equipment, net	$	2,995,714		$	3,092,652

XML

Recent Accounting Developments

9 Months Ended

Sep. 30, 2011

Recent Accounting Developments [Abstract]

RECENT ACCOUNTING DEVELOPMENTS

14. RECENT ACCOUNTING DEVELOPMENTS

In October 2009, the Financial Accounting Standards Board (“FASB”) issued an update to existing guidance on revenue recognition for arrangements with multiple deliverables. This update addresses accounting for multiple-deliverable arrangements to enable vendors to account for deliverables separately. The guidance establishes a selling price hierarchy for determining the selling price of a deliverable. This update requires expanded disclosures for multiple deliverable revenue arrangements. The update is effective for us for revenue arrangements entered into or materially modified on or after January 1, 2011. Our adoption of this new guidance on January 1, 2011 did not have a material impact on our condensed consolidated financial statements.

In December 2010, the FASB issued ASU No. 2010-29, Disclosure of Supplementary Pro Forma Information for Business Combinations. This standard update clarifies that, when presenting comparative financial statements, public companies should disclose revenue and earnings of the combined entity as though the current period business combinations had occurred as of the beginning of the comparable prior annual reporting period only. The update also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The update is effective prospectively for business combinations entered into in fiscal years beginning on or after December 15, 2010. Our adoption of this new guidance did not have a material impact on our condensed consolidated financial statements.

In May 2011, the FASB issued an update to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between GAAP and International Financial Reporting Standards. This update changes certain fair value measurement principles and enhances the disclosure requirements particularly for Level 3 fair value measurements. This update is effective for interim and annual periods beginning on or after December 15, 2011. We do not believe the adoption of this update will have a material impact on our consolidated financial statements.

In June 2011, the FASB issued an update on the presentation of other comprehensive income. Under this update, entities will be required to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The current option to report other comprehensive income and its components in the statement of changes in equity has been eliminated. This update is effective for interim and annual periods beginning on or after December 15, 2011. We do not believe the adoption of this update will have a material impact on our consolidated financial statements.

In September 2011, the FASB issued an update allowing entities to use a qualitative approach to test goodwill for impairment. Under this update, entities are permitted to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If it is concluded that this is the case, it is necessary to perform the currently prescribed two-step goodwill impairment test. Otherwise, the two-step goodwill impairment test is not required. This update is effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. We do not believe the adoption of this update will have a material impact on our consolidated financial statements.

XML

Stock-Based Compensation (Details Textuals) (USD $) In Millions, except Share data, unless otherwise specified	9 Months Ended	27 Months Ended		9 Months Ended			9 Months Ended			9 Months Ended
	Sep. 30, 2011	Sep. 30, 2011	May 31, 2011	Sep. 30, 2011 2007 Plan [Member]	May 31, 2010 2007 Plan [Member]	Aug. 20, 2007 2007 Plan [Member]	Sep. 30, 2011 Restricted Stock and Restricted Stock Units [Member] Year	Sep. 30, 2010 Phantom Units [Member] Year	Sep. 30, 2011 Phantom Units [Member]	Sep. 30, 2011 Employee Stock Option [Member] Year	Sep. 30, 2011 On settlement of employee stock purchase plan shares [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares authorized for issuance under the stock incentive plan			1,000,000		9,750,000	12,500,000			1,035,378
Share based compensation by stock option expiration period				no later than seven years
Share based compensation by stock option vesting method							vests 33 1/3% on each of the first three anniversaries of the grant date			vests 33 1/3% on each of the first three anniversaries of the grant date
Weighted average fair value at date of grant				$ 8.36
Unrecognized compensation cost on Stock Options							$ 25.4		$ 1.1	$ 5.6
Unrecognized compensation cost is expected to be recognized over a weighted average period							2.0	1.5		1.5
Shares remained available for purchase under ESPP											545,077
Stock-Based Compensation (Textuals) [Abstract]
Intrinsic value of stock options exercised	$ 0.2
Condition of the Employee stock purchase plan	lesser of $25,000 per year or 10% of his or her eligible pay
Employee Stock Purchase plan discount from market price		5.00%
Condition of the Employee stock purchase plan	85% to 100% of the fair market value
Stock Incentive Plan Description	Each option and stock appreciation right granted counts as one share against the aggregate share limit, and each share of restricted stock and restricted stock unit granted counts as two shares against the aggregate share limit. Awards granted under the 2007 Plan that are subsequently cancelled, terminated or forfeited are available for future grant.

XML

Stock-Based Compensation (Details 2) (Restricted Stock and Restricted Stock Units [Member], USD $)	9 Months Ended
	Sep. 30, 2011
Restricted Stock and Restricted Stock Units [Member]
Schedule of restricted stock and restricted stock unit activity
Beginning balance, Shares	1,421,000
Granted, Shares	898,000
Vested Units	(596,000)
Cancelled, Shares	(105,000)
Ending balance, Shares	1,618,000
Beginning balance, Weighted average grant date fair value per share	$ 23.20
Granted, Weighted average grant date fair value per share	$ 22.48
Vested, Weighted average grant date fair value per share	$ 26.16
Cancelled, Weighted average grant date fair value per share	$ 21.92
Ending balance, Weighted average grant date fair value per share	$ 21.79

XML

Transactions Related to the Partnership (Tables)

9 Months Ended

Sep. 30, 2011

Transactions Related to the Partnership [Abstract]

Schedule of changes in net income and ownership interest

	Nine Months Ended
	September 30,
	2011			2010
Net income (loss) attributable to Exterran stockholders	$	(274,030	)	$	16,203
Increase in Exterran stockholders’ additional paid in capital for sale of Partnership units		123,904			41,111
Change from net income (loss) attributable to Exterran stockholders and transfers to the noncontrolling interest	$	(150,126	)	$	57,314

XML

Reportable Segments (Details Textuals)	9 Months Ended
	Sep. 30, 2011 Year Segment
Reportable Segments (Textuals) [Abstract]
Number of business segments	4

XML

Inventory (Tables)

9 Months Ended

Sep. 30, 2011

Inventory [Abstract]

Composition of Inventory net of reserves

	September 30,		December 31,
	2011		2010
Parts and supplies	$	227,939	$	244,618
Work in progress		124,722		116,371
Finished goods		31,228		35,298
Inventory, net of reserves	$	383,889	$	396,287

XML

Condensed Consolidated Statements of Comprehensive Income (Loss) (Unaudited) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements of Comprehensive Income (Loss) [Abstract]
Net income (loss)	$ (214,547)	$ (18,356)	$ (275,235)	$ 15,030
Other comprehensive income (loss), net of tax:
Change in fair value of derivative financial instruments	(4,844)	2,441	(4,864)	(534)
Adjustments from sale of Partnership units			1,184
Amortization of payments to terminate interest rate swaps	5,259		14,981
Foreign currency translation adjustment	(15,794)	14,933	392	(984)
Total other comprehensive income (loss)	(15,379)	17,374	11,693	(1,518)
Comprehensive income (loss)	(229,926)	(982)	(263,542)	13,512
Less: Comprehensive loss attributable to the noncontrolling interest	1,851	934	6,082	1,423
Comprehensive income (loss) attributable to Exterran stockholders	$ (228,075)	$ (48)	$ (257,460)	$ 14,935

XML

Reportable Segments

9 Months Ended

Sep. 30, 2011

Reportable Segments [Abstract]

REPORTABLE SEGMENTS

15. REPORTABLE SEGMENTS

We manage our business segments primarily based upon the type of product or service provided. We have four principal industry segments: North America contract operations, international contract operations, aftermarket services and fabrication. The North America and international contract operations segments primarily provide natural gas compression services, production and processing equipment services and maintenance services to meet specific customer requirements on Exterran-owned assets. The aftermarket services segment provides a full range of services to support the surface production, compression and processing needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets. The fabrication segment involves (i) design, engineering, installation, fabrication and sale of natural gas compression units and accessories and equipment used in the production, treating and processing of crude oil and natural gas and (ii) engineering, procurement and fabrication services primarily related to the manufacturing of critical process equipment for refinery and petrochemical facilities, the fabrication of tank farms and the construction of evaporators and brine heaters for desalination plants.

We evaluate the performance of our segments based on gross margin for each segment. Revenues include only sales to external customers. We do not include intersegment sales when we evaluate the performance of our segments.

The following table presents sales and other financial information by industry segment for the three and nine months ended September 30, 2011 and 2010 (in thousands):

	North
	America		International						Reportable
	Contract		Contract		Aftermarket				Segments
Three months ended	Operations		Operations		Services		Fabrication		Total
September 30, 2011:
Revenue from external customers	$	151,402	$	113,759	$	106,666	$	332,651	$	704,478
Gross margin(1)		73,763		65,532		20,679		29,392		189,366
September 30, 2010:
Revenue from external customers	$	152,007	$	111,879	$	82,348	$	279,389	$	625,623
Gross margin(1)		73,726		64,943		8,631		47,673		194,973

	North
	America		International						Reportable
	Contract		Contract		Aftermarket				Segments
Nine months ended	Operations		Operations		Services		Fabrication		Total
September 30, 2011:
Revenue from external customers	$	453,211	$	330,384	$	282,506	$	914,428	$	1,980,529
Gross margin(1)		219,554		191,425		37,448		102,526		550,953
September 30, 2010:
Revenue from external customers	$	456,682	$	352,706	$	236,034	$	800,331	$	1,845,753
Gross margin(1)		232,215		222,042		35,415		125,344		615,016

(1) Gross margin, a non-GAAP financial measure, is reconciled to net income (loss) below.

We define gross margin as total revenue less cost of sales (excluding depreciation and amortization expense). Gross margin is included as a supplemental disclosure because it is a primary measure used by our management as it represents the results of revenue and cost of sales (excluding depreciation and amortization expense), which are key components of our operations. As an indicator of our operating performance, gross margin should not be considered an alternative to, or more meaningful than, net income (loss) as determined in accordance with GAAP. Our gross margin may not be comparable to a similarly titled measure of another company because other entities may not calculate gross margin in the same manner.

The following table reconciles net income (loss) to gross margin (in thousands):

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2011			2010			2011			2010
Net income (loss)	$	(214,547	)	$	(18,356	)	$	(275,235	)	$	15,030
Selling, general and administrative		90,969			88,229			274,442			266,446
Depreciation and amortization		91,018			98,503			274,172			296,466
Long-lived asset impairment		2,310			2,246			4,373			4,698
Restructuring charges		2,941			—			2,941			—
Goodwill impairment		196,142			—			196,142			—
Interest expense		38,672			33,050			110,428			98,592
Equity in loss of non-consolidated affiliates		262			—			262			348
Other (income) expense, net		13,588			(2,941	)		10,223			(7,609	)
Benefit from income taxes		(33,491	)		(7,083	)		(51,004	)		(10,898	)
(Income) loss from discontinued operations, net of tax		1,502			1,325			4,209			(48,057	)
Gross margin	$	189,366		$	194,973		$	550,953		$	615,016

XML

Basis of Presentation and Summary of Significant Accounting Policies (Details Textuals)	9 Months Ended
	Sep. 30, 2011
Basis of Presentation and Significant Accounting Policies (Textuals) [Abstract]
Duration of production and processing equipment fabrication project	between three and 36 months
On conversion of 4.25% convertible senior notes due 2014 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.25%
On conversion of 4.75% convertible senior notes due 2014 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate, Stated Percentage	4.75%

XML

Transactions Related to the Partnership

9 Months Ended

Sep. 30, 2011

Transactions Related to the Partnership [Abstract]

TRANSACTIONS RELATED TO THE PARTNERSHIP

17. TRANSACTIONS RELATED TO THE PARTNERSHIP

In June 2011, we sold to the Partnership contract operations customer service agreements with 34 customers and a fleet of 407 compressor units used to provide compression services under those agreements, comprising approximately 289,000 horsepower, or 8% (by then available horsepower) of the combined U.S. contract operations business of the Partnership and us (the “June 2011 Contract Operations Acquisition”). In addition, the assets sold included 207 compressor units, comprising approximately 98,000 horsepower, that we previously leased to the Partnership, and a natural gas processing plant with a capacity of 8 million cubic feet per day used to provide processing services pursuant to a long-term services agreement. Total consideration for the transaction was approximately $223.0 million, excluding transaction costs. In connection with this acquisition, the Partnership assumed $159.4 million of our debt, paid us $62.2 million in cash and issued to Exterran General Partner, L.P. (“GP”), our wholly-owned subsidiary and the Partnership’s general partner, approximately 51,000 general partner units. In connection with this transaction, we entered into an amendment and restatement of our omnibus agreement with the Partnership that, among other things, extended the term of the caps on the Partnership’s obligation to reimburse us for selling, general and administrative costs and operating costs we allocate to the Partnership based on such costs we incur on the Partnership’s behalf for an additional year such that the caps will now terminate on December 31, 2012.

In May 2011, the Partnership sold, pursuant to a public underwritten offering, 5,134,175 common units representing limited partner interests in the Partnership, including 134,175 common units to cover over-allotments. The Partnership used the $127.7 million of net proceeds from this offering (i) to repay approximately $64.8 million of borrowings outstanding under its revolving credit facility and (ii) for general partnership purposes, including to fund a portion of the consideration for the June 2011 Contract Operations Acquisition. In connection with this sale and as permitted under the Partnership’s partnership agreement, the Partnership issued and sold to GP approximately 53,000 general partner units in consideration of the continuation of GP’s approximate 2.0% general partner interest in the Partnership.

In March 2011, we sold, pursuant to a public underwritten offering, 5,914,466 common units representing limited partner interests in the Partnership, including 664,466 common units to cover over-allotments. We used the $162.2 million of net proceeds received from the sale of the common units to repay borrowings under our revolving credit facility and term loan. The change in our ownership interest of the Partnership from the sale of the common units resulted in adjustments to noncontrolling interest, accumulated other comprehensive loss, deferred income taxes and additional paid-in capital to reflect our new ownership percentage in the Partnership.

In September 2010, we sold, pursuant to a public underwritten offering, 5,290,000 common units representing limited partner interests in the Partnership, including 690,000 common units to cover over-allotments. We used the $109.4 million of net proceeds received from the sale of the common units to repay borrowings under our revolving credit facility and term loan. The change in our ownership interest of the Partnership from the sale of the common units resulted in adjustments to noncontrolling interest, accumulated other comprehensive loss and additional paid-in capital to reflect our new ownership percentage in the Partnership.

In August 2010, we sold to the Partnership contract operations customer service agreements with 43 customers and a fleet of approximately 580 compressor units used to provide compression services under those agreements, comprising approximately 255,000 horsepower, or approximately 6% (by then available horsepower) of the combined U.S. contract operations business of the Partnership and us (the “August 2010 Contract Operations Acquisition”). Total consideration for the transaction was approximately $214 million, excluding transaction costs. In connection with this acquisition, the Partnership issued to our wholly-owned subsidiaries approximately 8.2 million common units and approximately 167,000 general partner units.

Through our wholly-owned subsidiaries, we own all of the subordinated units of the Partnership. As of each of June 30, 2011 and 2010, the Partnership met the requirements under its partnership agreement for early conversion of 1,581,250 of these subordinated units into common units. Accordingly, in each of August 2011 and 2010, 1,581,250 subordinated units converted into common units. As of September 30, 2011, the Partnership met the requirements under its partnership agreement for conversion of all remaining subordinated units into common units and therefore, we expect the remaining 3,162,500 subordinated units to convert into common units in November 2011.

The table below presents the effects of changes from net income (loss) attributable to Exterran stockholders and changes in our equity interest of the Partnership on our equity attributable to Exterran’s stockholders (in thousands):

	Nine Months Ended
	September 30,
	2011			2010
Net income (loss) attributable to Exterran stockholders	$	(274,030	)	$	16,203
Increase in Exterran stockholders’ additional paid in capital for sale of Partnership units		123,904			41,111
Change from net income (loss) attributable to Exterran stockholders and transfers to the noncontrolling interest	$	(150,126	)	$	57,314

XML

Transactions Related to the Partnership (Details) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Schedule of changes in net income and ownership interest
Net income (loss) attributable to Exterran stockholders	$ (274,030)	$ 16,203
Increase in Exterran stockholders' additional paid in capital for sale of Partnership units	123,904	41,111
Change from net income (loss) attributable to Exterran stockholders and transfers to the noncontrolling interest	$ (150,126)	$ 57,314

XML

Reportable Segments (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Sales Information by Geographical Area
Revenue from external customers	$ 704,478	$ 625,623	$ 1,980,529	$ 1,845,753
Gross margin	189,366	194,973	550,953	615,016
North America Contract Operations [Member]
Sales Information by Geographical Area
Revenue from external customers	151,402	152,007	453,211	456,682
Gross margin	73,763	73,726	219,554	232,215
International Contract Operations [Member]
Sales Information by Geographical Area
Revenue from external customers	113,759	111,879	330,384	352,706
Gross margin	65,532	64,943	191,425	222,042
Aftermarket Services [Member]
Sales Information by Geographical Area
Revenue from external customers	106,666	82,348	282,506	236,034
Gross margin	20,679	8,631	37,448	35,415
Fabrication [Member]
Sales Information by Geographical Area
Revenue from external customers	332,651	279,389	914,428	800,331
Gross margin	$ 29,392	$ 47,673	$ 102,526	$ 125,344

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) (USD $) In Thousands	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Net income (loss)	$ (275,235)	$ 15,030
Adjustments:
Depreciation and amortization	274,172	296,466
Long-lived asset impairment	4,373	4,698
Goodwill impairment	196,142
Deferred financing cost amortization	7,357	3,733
(Income) loss from discontinued operations, net of tax	4,209	(48,057)
Amortization of debt discount	13,588	12,128
Provision for doubtful accounts	1,350	3,699
Gain on sale of property, plant and equipment	(4,891)	(5,253)
Equity in loss of non-consolidated affiliates, net of dividends received	262	348
Interest rate swaps		740
Amortization of payments to terminate interest rate swaps	14,981
(Gain) loss on remeasurement of intercompany balances	13,686	(2,354)
Stock-based compensation expense	15,499	17,296
Deferred income tax provision	(82,893)	(41,936)
Changes in assets and liabilities:
Accounts receivable and notes	(54,483)	11,137
Inventory	3,150	85,134
Costs and estimated earnings versus billings on uncompleted contracts	(37,682)	(72,679)
Prepaid and other current assets	(10,579)	19,619
Accounts payable and other liabilities	(8,992)	32,972
Deferred revenue	8,615	(70,842)
Other	(9,509)	(9,842)
Net cash provided by continuing operations	73,120	252,037
Net cash provided by (used in) discontinued operations	1,336	(3,880)
Net cash provided by operating activities	74,456	248,157
Cash flows from investing activities:
Capital expenditures	(178,853)	(168,462)
Proceeds from sale of property, plant and equipment	39,211	25,500
Cash invested in non-consolidated affiliates	(262)	(348)
Net proceeds from the sale of Partnership units	289,908	109,365
Decrease in restricted cash	819	7,436
Net cash provided by (used in) continuing operations	150,823	(26,509)
Net cash provided by discontinued operations		89,509
Net cash provided by investing activities	150,823	63,000
Cash flows from financing activities:
Proceeds from borrowings of long-term debt	1,602,867	856,328
Repayments of long-term debt	(1,804,578)	(1,158,083)
Payments for debt issue costs	(8,646)
Proceeds from stock options exercised	526	768
Proceeds from stock issued pursuant to our employee stock purchase plan	1,435	1,874
Purchases of treasury stock	(2,456)	(2,010)
Stock-based compensation excess tax benefit	836	1,157
Distributions to noncontrolling partners in the Partnership	(27,790)	(11,631)
Net cash used in financing activities	(237,806)	(311,597)
Effect of exchange rate changes on cash and equivalents	(2,458)	(1,938)
Net decrease in cash and cash equivalents	(14,985)	(2,378)
Cash and cash equivalents at beginning of period	44,616	83,745
Cash and cash equivalents at end of period	$ 29,631	$ 81,367

XML

Goodwill

9 Months Ended

Sep. 30, 2011

Goodwill [Abstract]

GOODWILL

9. GOODWILL

Goodwill acquired in connection with business combinations represents the excess of consideration over the fair value of tangible and identifiable intangible net assets acquired. Certain assumptions and estimates are employed in determining the fair value of assets acquired and liabilities assumed, as well as in determining the allocation of goodwill to the appropriate reporting units.

We perform our goodwill impairment test in the fourth quarter of every year, or whenever events indicate impairment may have occurred, to determine if the estimated recoverable value of each of our reporting units exceeds the net carrying value of the reporting unit, including the applicable goodwill.

The first step in performing a goodwill impairment test is to compare the estimated fair value of each reporting unit with its recorded net book value (including the goodwill). If the estimated fair value of the reporting unit is higher than the recorded net book value, no impairment is deemed to exist and no further testing is required. If, however, the estimated fair value of the reporting unit is below the recorded net book value, then a second step must be performed to determine the goodwill impairment required, if any. In this second step, the estimated fair value from the first step is used as the purchase price in a hypothetical acquisition of the reporting unit. Purchase business combination accounting rules are followed to determine a hypothetical purchase price allocation to the reporting unit’s assets and liabilities. The residual amount of goodwill that results from this hypothetical purchase price allocation is compared to the recorded amount of goodwill for the reporting unit, and the recorded amount is written down to the hypothetical amount, if lower.

Because quoted market prices for our reporting units are not available, management must apply judgment in determining the estimated fair value of these reporting units for purposes of performing the annual goodwill impairment test. Management uses all available information to make these fair value determinations, including the present values of expected future cash flows using discount rates commensurate with the risks involved in the assets.

As a result of the level of decline in our stock price and corresponding market capitalization in the third quarter of 2011, we performed a goodwill impairment test of our aftermarket services and fabrication reporting units’ goodwill as of September 30, 2011. We determined the fair value of these reporting units using the expected present value of future cash flows. This decline in our market capitalization led us to increase the estimate of the market’s implied weighted average cost of capital and reduce the present value of the forecasted cash flows. The test indicated that our aftermarket services and fabrication reporting units’ goodwill was impaired and therefore we recorded a full impairment of the goodwill associated with these reporting units in the third quarter of 2011.

The table below presents the change in the net carrying amount of goodwill for the nine months ended September 30, 2011 (in thousands):

	North America			International
	contract			contract			Aftermarket
	operations			operations			services			Fabrication			Total
Balance as of December 31, 2010:
Goodwill	$	1,148,371		$	150,778		$	63,095		$	221,154		$	1,583,398
Accumulated impairment losses		(1,148,371	)		(150,778	)		—			(87,569	)		(1,386,718	)
		—			—			63,095			133,585			196,680
Goodwill acquired during year		—			—			—			—			—
Impairment losses		—			—			(62,852	)		(133,290	)		(196,142	)
Impact of foreign currency translation		—			—			(243	)		(295	)		(538	)
Purchase adjustments		—			—			—			—			—
Balance as of September 30, 2011:
Goodwill		1,148,371			150,778			62,852			220,859			1,582,860
Accumulated impairment losses		(1,148,371	)		(150,778	)		(62,852	)		(220,859	)		(1,582,860	)
	$	—		$	—		$	—		$	—		$	—

XML

Accounting for Derivatives (Details 1) (Cash Flow Hedging [Member], USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Derivatives designated as cash flow hedges:
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	$ (11,457)	$ (9,520)	$ (25,440)	$ (46,430)
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss	(11,872)	(11,961)	(35,557)	(45,896)
Interest rate hedges [Member]
Derivatives designated as cash flow hedges:
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives	(11,457)	(13,560)	(25,440)	(42,622)
Foreign currency hedge [Member]
Derivatives designated as cash flow hedges:
Gain (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives		4,040		(3,808)
Interest expense [Member]
Derivatives designated as cash flow hedges:
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss	(11,872)	(13,918)	(35,967)	(42,377)
Fabrication revenue [Member]
Derivatives designated as cash flow hedges:
Gain (Loss) Reclassified from Accumulated Other Comprehensive Income (Loss) into Income (Loss		$ 1,957	$ 410	$ (3,519)

XML

Long Lived Asset Impairment (Details Textuals) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Long Lived Asset Impairment (Textuals) [Abstract]
Long-lived asset impairment	$ 2,310	$ 2,246	$ 4,373	$ 4,698

XML

Reportable Segments (Details 1) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Reconciliation net income (loss) to gross margin
Net income (loss)	$ (214,547)	$ (18,356)	$ (275,235)	$ 15,030
Selling, general and administrative	90,969	88,229	274,442	266,446
Depreciation and amortization	91,018	98,503	274,172	296,466
Long-lived asset impairment	2,310	2,246	4,373	4,698
Restructuring charges	2,941		2,941
Goodwill impairment	196,142		196,142
Interest expense	38,672	33,050	110,428	98,592
Equity in loss of non-consolidated affiliates	262		262	348
Other (income) expense, net	13,588	(2,941)	10,223	(7,609)
Benefit from income taxes	(33,491)	(7,083)	(51,004)	(10,898)
(Income) loss from discontinued operations, net of tax	1,502	1,325	4,209	(48,057)
Gross margin	$ 189,366	$ 194,973	$ 550,953	$ 615,016

XML

Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2011

Fair Value Measurements [Abstract]

Summarizes the valuation of interest rate swaps and impaired assets

				Quoted
				Market
				Prices in		Significant			Significant
				Active		Other			Unobservable
				Markets		Observable			Inputs
	Total			(Level 1)		Inputs (Level 2)			(Level 3)
Interest rate swaps asset (liability)	$	(25,185	)	$	—	$	(25,185	)	$	—
Impaired long-lived assets		834			—		—			834
Aftermarket services goodwill		—			—		—			—
Fabrication goodwill		—			—		—			—

				Quoted
				Market
				Prices in		Significant			Significant
				Active		Other			Unobservable
				Markets		Observable			Inputs
	Total			(Level 1)		Inputs (Level 2)			(Level 3)
Interest rate swaps asset (liability)	$	(83,927	)	$	—	$	(83,927	)	$	—
Foreign currency derivatives asset (liability)		(211	)		—		(211	)		—
Impaired long-lived assets		555			—		—			555

XML

Commitments and Contingencies

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

COMMITMENTS AND CONTINGENCIES

13. COMMITMENTS AND CONTINGENCIES

We have issued the following guarantees that are not recorded on our accompanying balance sheet (dollars in thousands):

			Maximum Potential
			Undiscounted
			Payments as of
	Term		September 30, 2011
Performance guarantees through letters of credit(1)		2011-2015	$	246,900
Standby letters of credit		2011-2014		16,417
Commercial letters of credit		2011-2012		610
Bid bonds and performance bonds(1)		2011-2021		127,063
Maximum potential undiscounted payments			$	390,990

(1) We have issued guarantees to third parties to ensure performance of our obligations, some of which may be fulfilled by third parties.

As part of our acquisition of Production Operators Corporation in 2001, we may be required to make contingent payments of up to $46 million to the seller, depending on our realization of certain U.S. federal tax benefits through the year 2015. To date, we have not realized any such benefits that would require a payment and we do not anticipate realizing any such benefits that would require a payment before the year 2013.

See Note 2 and Note 5 for a discussion of gain contingencies related to assets and investments that were expropriated in Venezuela.

Our business can be hazardous, involving unforeseen circumstances such as uncontrollable flows of natural gas or well fluids and fires or explosions. As is customary in our industry, we review our safety equipment and procedures and carry insurance against some, but not all, risks of our business. Our insurance coverage includes property damage, general liability and commercial automobile liability and other coverage we believe is appropriate. In addition, we have a minimal amount of insurance on our offshore assets. We believe that our insurance coverage is customary for the industry and adequate for our business; however, losses and liabilities not covered by insurance would increase our costs.

Additionally, we are substantially self-insured for worker’s compensation and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Losses up to the deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages.

In the ordinary course of business, we are involved in various pending or threatened legal actions. While management is unable to predict the ultimate outcome of these actions, we believe that any ultimate liability arising from these actions will not have a material effect on our consolidated financial position, results of operations or cash flows. Because of the inherent uncertainty of litigation, however, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material effect on our consolidated financial position, results of operations or cash flows for the period in which the resolution occurs.

XML

Condensed Consolidated Balance Sheets (Unaudited) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Current assets:
Cash and cash equivalents	$ 29,631	$ 44,616
Restricted cash	1,122	1,941
Accounts receivable, net of allowance of $12,391 and $13,108, respectively	460,353	429,047
Inventory, net	383,889	396,287
Costs and estimated earnings in excess of billings on uncompleted contracts	140,284	147,901
Current deferred income taxes	47,902	36,093
Other current assets	107,752	98,801
Current assets associated with discontinued operations	4,322	5,918
Total current assets	1,175,255	1,160,604
Property, plant and equipment, net	2,995,714	3,092,652
Goodwill, net	0	196,680
Intangible and other assets, net	265,845	282,428
Long-term assets associated with discontinued operations	295	9,172
Total assets	4,437,109	4,741,536
Current liabilities:
Accounts payable, trade	201,129	157,206
Accrued liabilities	301,158	330,551
Deferred revenue	130,569	124,282
Billings on uncompleted contracts in excess of costs and estimated earnings	84,447	130,610
Current liabilities associated with discontinued operations	6,963	15,554
Total current liabilities	724,266	758,203
Long-term debt	1,709,024	1,897,147
Other long-term liabilities	108,711	150,227
Deferred income taxes	139,523	120,424
Long-term liabilities associated with discontinued operations	13,806	13,111
Total liabilities	2,695,330	2,939,112
Commitments and contingencies (Note 13)
Equity:
Preferred stock, $0.01 par value per share; 50,000,000 shares authorized; zero issued	0	0
Common stock, $0.01 par value per share; 250,000,000 shares authorized; 70,000,296 and 69,071,027 shares issued, respectively	700	691
Additional paid-in capital	3,641,147	3,500,292
Accumulated other comprehensive loss	(3,655)	(20,225)
Accumulated deficit	(1,941,344)	(1,667,314)
Treasury stock - 6,021,405 and 5,841,087 common shares, at cost, respectively	(206,452)	(203,996)
Total Exterran stockholders' equity	1,490,396	1,609,448
Noncontrolling interest	251,383	192,976
Total equity	1,741,779	1,802,424
Total liabilities and equity	$ 4,437,109	$ 4,741,536

XML

Stock-Based Compensation (Tables)

9 Months Ended

Sep. 30, 2011

Stock-Based Compensation [Abstract]

Weighted average fair value at date of grant for options granted

	Nine Months
	Ended
	September 30, 2011
Expected life in years		4.5
Risk-free interest rate		1.92	%
Volatility		41.08	%
Dividend yield		0.00	%

Summary of stock option activity

						Weighted
				Weighted		Average		Aggregate
	Stock			Average		Remaining		Intrinsic
	Options			Exercise Price		Life		Value
Options outstanding, December 31, 2010		3,124		$	31.20
Granted		375			22.84
Exercised		(33	)		16.16
Cancelled		(256	)		34.13
Options outstanding, September 30, 2011		3,210			30.14		4.2	$	—
Options exercisable, September 30, 2011		2,180			34.25		3.5		—

Schedule of restricted stock and restricted stock unit activity

				Weighted
				Average
				Grant-Date
				Fair Value
	Shares			Per Share
Non-vested restricted stock and restricted stock units, December 31, 2010		1,421		$	23.20
Granted		898			22.48
Vested		(596	)		26.16
Cancelled		(105	)		21.92
Non-vested restricted stock and restricted stock units, September 30, 2011		1,618			21.79

Schedule of phantom unit activity

				Weighted
				Average
				Grant-Date
	Phantom			Fair Value
	Units			per Unit
Phantom units outstanding, December 31, 2010		98,537		$	19.23
Granted		20,851			28.50
Vested		(45,634	)		19.04
Cancelled		(851	)		18.60
Phantom units outstanding, September 30, 2011		72,903			22.01

XML

Consolidating Financial Statements (Details 1) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Condensed Consolidated Statements of Operations
Revenues	$ 704,478	$ 625,623	$ 1,980,529	$ 1,845,753
Costs of sales (excluding depreciation and amortization expense)	515,112	430,650	1,429,576	1,230,737
Selling, general and administrative	90,969	88,229	274,442	266,446
Depreciation and amortization	91,018	98,503	274,172	296,466
Long-lived asset impairment	2,310	2,246	4,373	4,698
Restructuring charges	2,941		2,941
Goodwill impairment	196,142		196,142
Interest (income) expense	38,672	33,050	110,428	98,592
Other (income) expense:
Equity in loss of non-consolidated affiliates	262		262	348
Other (income) expense, net	13,588	(2,941)	10,223	(7,609)
Loss before income taxes	(246,536)	(24,114)	(322,030)	(43,925)
Benefit from income taxes	(33,491)	(7,083)	(51,004)	(10,898)
Loss from continuing operations	(213,045)	(17,031)	(271,026)	(33,027)
Income (loss) from discontinued operations, net of tax	(1,502)	(1,325)	(4,209)	48,057
Net income (loss)	(214,547)	(18,356)	(275,235)	15,030
Less: Net (income) loss attributable to the noncontrolling interest	(1,427)	371	1,205	1,173
Net income (loss) attributable to Exterran stockholders	(215,974)	(17,985)	(274,030)	16,203
Parent [Member]
Condensed Consolidated Statements of Operations
Selling, general and administrative	48	185	166	295
Interest (income) expense	26,895	19,323	73,383	53,392
Other (income) expense:
Intercompany charges, net	(15,531)	(20,611)	(44,886)	(27,776)
Equity in loss of non-consolidated affiliates	208,458	18,691	255,369	(33,076)
Other (income) expense, net	10	10	30	30
Loss before income taxes	(219,880)	(17,598)	(284,062)	7,135
Benefit from income taxes	(3,906)	387	(10,032)	(9,068)
Loss from continuing operations	(215,974)	(17,985)	(274,030)	16,203
Net income (loss)	(215,974)	(17,985)	(274,030)	16,203
Net income (loss) attributable to Exterran stockholders	(215,974)	(17,985)	(274,030)	16,203
Subsidiary Issuer [Member]
Condensed Consolidated Statements of Operations
Selling, general and administrative	138	75	417	230
Interest (income) expense	1,707	1,707	5,121	5,121
Other (income) expense:
Intercompany charges, net	(1,707)	3,070	(4,858)	780
Equity in loss of non-consolidated affiliates	208,368	15,537	254,927	(37,061)
Loss before income taxes	(208,506)	(20,389)	(255,607)	30,930
Benefit from income taxes	(48)	(1,698)	(238)	(2,146)
Loss from continuing operations	(208,458)	(18,691)	(255,369)	33,076
Net income (loss)	(208,458)	(18,691)	(255,369)	33,076
Net income (loss) attributable to Exterran stockholders	(208,458)	(18,691)	(255,369)	33,076
Guarantor Subsidiaries [Member]
Condensed Consolidated Statements of Operations
Revenues	365,058	257,748	1,014,679	757,471
Costs of sales (excluding depreciation and amortization expense)	296,607	219,125	806,760	608,597
Selling, general and administrative	40,993	32,330	129,350	97,085
Depreciation and amortization	33,294	32,115	113,324	95,207
Long-lived asset impairment	1,522	2,153	3,265	4,374
Goodwill impairment	146,876		146,876
Interest (income) expense	678	(12,846)	136	(29,712)
Other (income) expense:
Intercompany charges, net	17,238	17,541	49,744	26,996
Equity in loss of non-consolidated affiliates	55,133	(3,651)	62,230	(57,906)
Other (income) expense, net	491	(4,875)	(4,937)	(14,801)
Loss before income taxes	(227,774)	(24,144)	(292,069)	27,631
Benefit from income taxes	(19,406)	(8,607)	(37,142)	(9,430)
Loss from continuing operations	(208,368)	(15,537)	(254,927)	37,061
Net income (loss)	(208,368)	(15,537)	(254,927)	37,061
Net income (loss) attributable to Exterran stockholders	(208,368)	(15,537)	(254,927)	37,061
Other Subsidiaries [Member]
Condensed Consolidated Statements of Operations
Revenues	365,206	450,430	1,192,573	1,288,998
Costs of sales (excluding depreciation and amortization expense)	244,291	294,080	849,539	822,856
Selling, general and administrative	49,790	55,639	144,509	168,836
Depreciation and amortization	57,724	66,388	160,848	201,259
Long-lived asset impairment	788	93	1,108	324
Restructuring charges	2,941		2,941
Goodwill impairment	49,266		49,266
Interest (income) expense	9,392	24,866	31,788	69,791
Other (income) expense:
Equity in loss of non-consolidated affiliates	262		262	348
Other (income) expense, net	13,087	1,924	15,130	7,162
Loss before income taxes	(62,335)	7,440	(62,818)	18,422
Benefit from income taxes	(10,131)	2,835	(3,592)	9,746
Loss from continuing operations	(52,204)	4,605	(59,226)	8,676
Income (loss) from discontinued operations, net of tax	(1,502)	(1,325)	(4,209)	48,057
Net income (loss)	(53,706)	3,280	(63,435)	56,733
Less: Net (income) loss attributable to the noncontrolling interest	(1,427)	371	1,205	1,173
Net income (loss) attributable to Exterran stockholders	(55,133)	3,651	(62,230)	57,906
Eliminations [Member]
Condensed Consolidated Statements of Operations
Revenues	(25,786)	(82,555)	(226,723)	(200,716)
Costs of sales (excluding depreciation and amortization expense)	(25,786)	(82,555)	(226,723)	(200,716)
Other (income) expense:
Equity in loss of non-consolidated affiliates	(471,959)	(30,577)	(572,526)	128,043
Loss before income taxes	471,959	30,577	572,526	(128,043)
Loss from continuing operations	471,959	30,577	572,526	(128,043)
Net income (loss)	471,959	30,577	572,526	(128,043)
Net income (loss) attributable to Exterran stockholders	$ 471,959	$ 30,577	$ 572,526	$ (128,043)

XML

Inventory (Details Textuals) (USD $) In Millions	Sep. 30, 2011	Dec. 31, 2010
Inventory (Textuals) [Abstract]
Inventory reserves	$ 17.2	$ 18.3

XML

Fair Value Measurements (Details) (USD $) In Thousands	Sep. 30, 2011	Sep. 30, 2010
Summarizes the valuation of interest rate swaps and impaired assets
Interest rate swaps asset (liability)	$ (25,185)	$ (83,927)
Foreign currency derivatives asset (liability)		(211)
Impaired long-lived assets	834	555
Aftermarket services goodwill	0
Fabrication goodwill	0
Quoted Market Prices in Active Markets (Level 1) [Member]
Summarizes the valuation of interest rate swaps and impaired assets
Interest rate swaps asset (liability)	0	0
Foreign currency derivatives asset (liability)		0
Impaired long-lived assets	0	0
Aftermarket services goodwill	0
Fabrication goodwill	0
Significant Other Observable Inputs (level 2) [Member]
Summarizes the valuation of interest rate swaps and impaired assets
Interest rate swaps asset (liability)	(25,185)	(83,927)
Foreign currency derivatives asset (liability)		(211)
Impaired long-lived assets	0	0
Aftermarket services goodwill	0
Fabrication goodwill	0
Significant Unobservable Inputs (Level 3) [Member]
Summarizes the valuation of interest rate swaps and impaired assets
Interest rate swaps asset (liability)	0	0
Foreign currency derivatives asset (liability)		0
Impaired long-lived assets	834	555
Aftermarket services goodwill	0
Fabrication goodwill	$ 0

XML

Commitments and Contingencies (Details Textuals) (Production Operators Corporation [Member], USD $) In Millions	Sep. 30, 2011
Production Operators Corporation [Member]
Commitments And Contingencies (Textuals) [Abstract]
Contingent payments	$ 46

XML

Discontinued Operations (Details) (USD $) In Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Summary of operating results of discontinued operations
Revenues		$ 384		$ 964
Expenses and selling, general and administrative	388	696	979	2,438
Loss (recovery) attributable to expropriation	677	253	2,138	(39,959)
Other (income) loss, net		(30)	(150)	(12,093)
Provision for income taxes	437	790	1,242	2,521
Income (loss) from discontinued operations, net of tax	$ (1,502)	$ (1,325)	$ (4,209)	$ 48,057

XML

Discontinued Operations (Details 1) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Summary of balance sheet data for discontinued operations
Cash	$ 527	$ 754
Accounts receivable	8	434
Inventory	1,017	1,077
Other current assets	2,770	3,653
Total current assets associated with discontinued operations	4,322	5,918
Property, plant and equipment, net	0	502
Other long-term assets	295	8,670
Total assets associated with discontinued operations	4,617	15,090
Accounts payable	637	801
Accrued liabilities	4,827	13,932
Deferred revenues	1,499	821
Total current liabilities associated with discontinued operations	6,963	15,554
Other long-term liabilities	13,806	13,111
Total liabilities associated with discontinued operations	$ 20,769	$ 28,665

XML

Accounting for Derivatives (Details) (USD $) In Thousands	Sep. 30, 2011	Dec. 31, 2010
Interest rate hedges [Member]
Derivatives designated as hedging instruments:
Derivatives liability designated as hedging instruments, Fair value	$ (25,185)	$ (29,487)
Interest rate hedges [Member] | Intangibles and other assets [Member]
Derivatives designated as hedging instruments:
Derivatives asset designated as hedging instruments, Fair value		5,769
Interest rate hedges [Member] | Accrued liabilities [Member]
Derivatives designated as hedging instruments:
Derivatives liability designated as hedging instruments, Fair value	(20,099)	(24,432)
Interest rate hedges [Member] | Other long-term liabilities [Member]
Derivatives designated as hedging instruments:
Derivatives liability designated as hedging instruments, Fair value	(5,086)	(10,362)
Foreign currency hedge [Member] | Accrued liabilities [Member]
Derivatives designated as hedging instruments:
Derivatives liability designated as hedging instruments, Fair value		$ (462)

XML

Commitments and Contingencies (Tables)

9 Months Ended

Sep. 30, 2011

Commitments and Contingencies [Abstract]

Schedule of guarantees

			Maximum Potential
			Undiscounted
			Payments as of
	Term		September 30, 2011
Performance guarantees through letters of credit(1)		2011-2015	$	246,900
Standby letters of credit		2011-2014		16,417
Commercial letters of credit		2011-2012		610
Bid bonds and performance bonds(1)		2011-2021		127,063
Maximum potential undiscounted payments			$	390,990