29. Exterran Holdings, Inc.:
EBITDA, as adjusted, a non-GAAP measure, is defined as net income (loss) excluding 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, merger
and integration expenses, restructuring charges, non-cash gains or losses from foreign currency exchange rate changes recorded
on intercompany obligations and other charges. EBITDA, as adjusted, excludes the benefit of the two previously announced sales
of Exterran Holdings’ Venezuelan assets.
Gross margin, a non-GAAP measure, is defined as total revenue less cost of sales (excluding depreciation and amortization
expense). Gross margin percentage is defined as gross margin divided by revenue.
Exterran Partners, L.P.:
EBITDA, as further adjusted, a non-GAAP measure, is defined as net income (loss) excluding income taxes, interest expense
(including debt extinguishment costs and gain or loss on termination of interest rate swaps), depreciation and amortization
expense, impairment charges, other charges, non-cash selling, general and administrative (“SG&A”) costs and any amounts by
which cost of sales and SG&A costs are reduced as a result of caps on these costs contained in the omnibus agreement to which
Exterran Holdings and Exterran Partners are parties (as amended, the “Omnibus Agreement”), which amounts are treated as
capital contributions from Exterran Holdings for accounting purposes.
Distributable cash flow, a non-GAAP measure, is defined as net income (loss) plus depreciation and amortization expense,
impairment charges, non-cash SG&A costs, interest expense and any amounts by which cost of sales and SG&A costs are reduced
as a result of caps on these costs contained in the Omnibus Agreement, which amounts are treated as capital contributions from
Exterran Holdings for accounting purposes, less cash interest expense (excluding amortization of deferred financing fees and
amortization of debt discount and non-cash transactions related to interest rate swaps) and maintenance capital expenditures,
and excluding gains/losses on asset sales and other charges.
Addendum I-A
NON-GAAP FINANCIAL MEASURES
28
30. 1Our assets and operations in Venezuela were expropriated in 2009. All periods exclude results from our Venezuelan international contract operations business.
2In June 2012, we committed to a plan to sell our contract operations and aftermarket services businesses in Canada. The sale was completed in July 2013. All
periods exclude results from our Canadian contract operations and aftermarket services businesses.
3In December 2013, we abandoned our contract water treatment business. All periods exclude results from our contract water treatment business.
4See Addendum I-A for information on gross margin and gross margin percentage.
Addendum I-B
EXTERRAN HOLDINGS, INC. – FINANCIAL RESULTS SUMMARY1,2,3
29
($ in millions)
Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13
Revenues
North America Contract Operations $142.1 $142.1 $143.1 $143.4 $147.3 $146.4 $149.5 $152.8 $158.0 $162.2 $152.6 $155.1
International Contract Operations 105.7 110.9 113.8 114.7 112.8 112.6 110.6 127.9 109.6 117.9 117.5 131.0
Aftermarket Services 74.3 84.8 95.7 116.5 89.6 101.9 95.9 98.5 83.6 99.4 102.2 110.5
Fabrication 280.0 301.7 332.7 311.0 262.2 267.6 360.7 457.9 458.8 456.5 403.3 342.5
Total $602.2 $639.6 $685.2 $685.6 $611.9 $628.6 $716.7 $837.1 $809.9 $835.9 $775.6 $739.0
Expenses
North America Contract Operations $76.1 $71.7 $73.4 $72.6 $72.8 $69.4 $74.2 $68.3 $71.1 $70.5 $70.9 $70.0
International Contract Operations 41.0 49.8 48.2 45.4 43.9 47.1 46.3 47.4 46.2 50.0 50.6 50.1
Aftermarket Services 64.7 77.6 75.8 93.6 71.7 77.5 75.8 78.5 65.4 77.9 80.8 85.2
Fabrication 239.3 269.4 303.3 290.3 235.6 241.4 310.8 404.2 402.4 381.6 328.4 296.2
Total $421.0 $468.5 $500.7 $502.0 $424.0 $435.4 $507.1 $598.4 $585.2 $580.0 $530.7 $501.6
Gross Margin4
North America Contract Operations $66.1 $70.4 $69.7 $70.8 $74.5 $77.0 $75.3 $84.5 $86.8 $91.7 $81.8 $85.1
International Contract Operations 64.7 61.2 65.5 69.2 68.9 65.5 64.4 80.5 63.4 67.9 66.9 80.9
Aftermarket Services 9.7 7.2 19.9 22.8 17.9 24.4 20.1 19.9 18.2 21.4 21.4 25.2
Fabrication 40.8 32.4 29.4 20.7 26.6 26.3 49.9 53.6 56.4 74.9 74.9 46.3
Total $181.2 $171.1 $184.5 $183.6 $187.9 $193.2 $209.6 $238.6 $224.7 $255.9 $244.9 $237.5
Gross Margin Percentage4
North America Contract Operations 46% 50% 49% 49% 51% 53% 50% 55% 55% 57% 54% 55%
International Contract Operations 61% 55% 58% 60% 61% 58% 58% 63% 58% 58% 57% 62%
Aftermarket Services 13% 8% 21% 20% 20% 24% 21% 20% 22% 22% 21% 23%
Fabrication 15% 11% 9% 7% 10% 10% 14% 12% 12% 16% 19% 14%
Total 30% 27% 27% 27% 31% 31% 29% 29% 28% 31% 32% 32%
31. Addendum I-C
1Our assets and operations in Venezuela were expropriated in 2009. All periods exclude results from our Venezuelan international contract operations business.
2In June 2012, we committed to a plan to sell our contract operations and aftermarket services businesses in Canada. The sale was completed in July 2013. All
periods exclude results from our Canadian contract operations and aftermarket services businesses.
3In December 2013, we abandoned our contract water treatment business. All periods exclude results from our contract water treatment business.
4See Addendum I-A for information on EBITDA, as adjusted and gross margin.
NON-GAAP FINANCIAL MEASURES (CONT.)1,2,3 – EXTERRAN
HOLDINGS, INC.
30
2010 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13
($ millions)
Net income (loss) (113.2) (30.4) (30.2) (214.5) (64.4) 7.3 (166.9) 119.3 3.1 58.8 24.5 45.3 27.2
(Income) loss from discontinued operations, net of tax (44.9) 2.3 2.3 (1.1) 4.4 1.6 42.2 (110.9) 31.1 (33.5) 1.1 (15.1) (16.5)
Income (loss) from continuining operations (158.2) (28.1) (27.9) (215.6) (60.0) 8.9 (124.7) 8.4 34.2 25.3 25.6 30.1 10.7
Depreciation and amortization 387.6 87.2 89.4 87.7 88.5 84.1 87.9 84.2 90.1 82.6 80.8 81.3 82.8
Long-lived asset impairment 143.9 - 2.1 1.8 2.2 4.1 128.5 3.2 0.8 3.6 16.6 4.6 3.9
Restructuring charges (0.0) - - 2.9 8.7 2.9 1.3 1.5 0.8 - - - -
Investment in non-consolidated affiliates impairment 0.6 - - 0.3 0.2 0.2 - - - - - - -
Proceeds from sale of joint venture assets - - - - - (37.6) (4.7) (4.8) (4.6) (4.7) (4.7) (4.8) (4.8)
Goodwill impairment - - - 196.1 0.7 - - - (0.0) - - - -
Interest expense 136.1 37.2 34.6 38.7 39.0 38.0 37.0 31.7 27.7 27.9 30.3 28.9 28.7
(Gain) loss on currency exchange rate remeasurement of
intercompany balances (6.2) 2.0 (3.0) 14.1 1.1 (4.9) 10.0 (0.2) 2.4 (3.6) 4.0 0.4 3.4
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 (4.9) - - - - - - - - - - - -
Provision for (benefit from) income taxes (64.6) (4.2) (14.6) (29.2) 36.2 (1.3) (34.8) 1.4 (11.0) 15.0 23.6 16.7 29.4
EBITDA, as adjusted4
434.4 94.0 80.6 96.9 116.5 94.4 100.5 125.5 140.3 146.1 176.1 157.3 154.2
Selling, general and administrative 350.7 89.3 90.4 89.0 83.5 94.7 94.0 85.4 101.6 84.9 91.0 93.6 88.7
Equity in (income) loss of non-consolidated affiliates 0.6 - - 0.3 0.2 (37.3) (4.7) (4.8) (4.6) (4.7) (4.7) (4.8) (4.8)
Investment in non-consolidated affiliates impairment (0.6) - - (0.3) (0.2) (0.2) - - - - - - -
Proceeds from sale of joint venture assets - - - - - 37.6 4.7 4.8 4.6 4.7 4.7 4.8 4.8
(Gain) loss on currency exchange rate remeasurement of
intercompany balances 6.2 (2.0) 3.0 (14.1) (1.1) 4.9 (10.0) 0.2 (2.4) 3.6 (4.0) (0.4) (3.4)
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 4.9 - - - - - - - - - - - -
Other (income) expense, net (11.5) (0.1) (2.9) 12.8 (15.4) (6.1) 8.8 (1.4) (0.8) (9.8) (7.2) (5.5) (2.0)
Gross margin4
784.7 181.2 171.1 184.5 183.6 187.9 193.2 209.6 238.6 224.7 255.9 244.9 237.5
32. 1See Addendum I-A for information on EBITDA, as further adjusted, and distributable cash flow.
2Defined as distributable cash flow for the period divided by distributions declared to all unitholders for the period, including incentive distribution rights.
Addendum I-D
NON-GAAP FINANCIAL MEASURES (CONT.)– EXTERRAN
PARTNERS, L.P.
31
($ thousands) 2010 Q1-11 Q2-11 Q3-11 Q4-11 Q1-12 Q2-12 Q3-12 Q4-12 Q1-13 Q2-13 Q3-13 Q4-13
Net Income (loss) (23,333)$ 223$ (1,938)$ 3,253$ 4,515$ 4,505$ (19,050)$ 10,380$ 14,674$ 14,733$ 27,896$ 10,035$ 11,359$
Provision for income taxes 680 235 256 242 185 281 277 272 115 407 561 309 229
Depreciation and amortization 52,518 14,149 15,459 19,087 19,235 20,362 22,788 21,930 23,218 22,706 27,030 27,158 26,817
Long-lived asset impairment 24,976 - 305 384 371 805 28,122 - 633 1,540 925 784 2,101
Cap on operating and selling, general and
administrative costs 24,720 9,129 10,200 7,995 5,073 7,805 6,321 6,931 3,701 5,357 4,097 7,376 8,350
Non-cash selling, general, and administrative costs 1,209 364 153 (207) 222 345 140 172 140 253 335 285 301
Interest expense 24,037 7,075 7,553 7,860 7,912 5,882 6,399 6,465 6,421 7,424 10,299 9,735 9,610
EBITDA, as further adjusted1
104,807$ 31,175$ 31,988$ 38,614$ 37,513$ 39,985$ 44,997$ 46,150$ 48,902$ 52,420$ 71,143$ 55,682$ 58,767$
Add: Expensed acquisition costs 356 - 514 - - 695 - - - 575 - - -
Add: Other expensed costs (in Other (income) expense, net) - - - - - - - - - - - - 246
Less: Gain on sale of property, plant and equipment (667) (212) (115) (319) (273) (174) (244) (127) (144) (935) (7,249) (614) (1,342)
Less: Cash interest expense (21,087) (4,207) (4,652) (4,951) (5,012) (5,208) (5,718) (5,905) (5,930) (6,198) (9,036) (8,802) (8,774)
Less: Maintenance capital expenditures (15,898) (5,457) (8,454) (7,382) (7,568) (8,117) (11,416) (10,345) (8,490) (8,349) (9,558) (12,675) (10,819)
Less: Provision for income taxes (680) (235) (256) (242) (185) (281) (277) (272) (115) (407) (561) (309) (229)
Distributable cash flow1
66,831$ 21,064$ 19,025$ 25,720$ 24,475$ 26,900$ 27,342$ 29,501$ 34,223$ 37,106$ 44,739$ 33,282$ 37,849$
Distributions Declared to All Unitholders for the period,
including Incentive Distribution Rights 54,913$ 16,243$ 19,061$ 19,322$ 19,581$ 22,480$ 22,762$ 23,044$ 23,331$ 27,598$ 27,927$ 28,340$ 28,840$
Distributable Cash Flow Coverage2
1.22x 1.30x 1.00x 1.33x 1.25x 1.20x 1.20x 1.28x 1.47x 1.34x 1.60x 1.17x 1.31x
33. 1Approximately $106.1 million of letters of credit outstanding at December 31, 2013
2Amount presented net of approximately $11.3 million of unamortized discount at December 31, 2013
3Amount presented net of approximately $5.0 million of unamortized discount at December 31, 2013
4Not rated
Debt Structure as of December 31, 2013
Type
Funded
Amount Size Maturity Rating
Senior Secured Facility1 $49 $900 2016 BB+/NR4
7.25% Senior Notes 350 350 2018 BB/Ba3
4.25% Convertible Notes2 344 344 2014 BB-/NR4
EXLP Secured Revolver 263 650 2018 NR4
EXLP Secured Term Loan 150 150 2018 NR4
EXLP 6% Senior Notes3 345 345 2021 B-/B2
$1,501 $2,739
Addendum II
EXLP debt is non-recourse to Exterran Holdings
($ millions)
DEBT STRUCTURE
32
34. 1As of March 21, 2014
2Source: Wells Fargo Securities; median 2014E Price / distributable cash flow at 2/28/2014 for General Partner (C-Corp) peer group (Kinder Morgan Inc.,
ONEOK Inc., Plains GP Holdings LP, Targa Resources Corp., Williams Companies Inc. and Crosstex Energy Inc.)
VALUE OF EXH OWNERSHIP POSITION IN EXLP
Addendum III33
($ millions)
Q4 2013
EXLP LP Units Owned by EXH 19.6
EXLP Unit Price1
$28.45
LP Value $558.2
Annualized EXLP GP Cash Distributions $10.1
Peer Multiple2
21.3x
GP Value $215.1
Total EXH Value Attributable to EXLP $773.3
35. In 2012, we sold our previously nationalized joint venture and
wholly-owned assets in Venezuela for aggregate consideration of
approximately $550 million
As of February 2014, we have received approximately $352 million
($50 million of which was used to repay insurance proceeds)
Due to receive the remaining approximately $205 million in quarterly
cash payments through Q3 2016
VENEZUELA
34 Addendum IV
For Exterran Holdings, EBITDA, as adjusted, excludes the benefit
of the sales of our Venezuelan assets