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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________
Form 10-K
(Mark One)
x        ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2015  
or
¨    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
Archrock, Inc.
(Exact name of registrant as specified in its charter)
Delaware
74-3204509
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
16666 Northchase Drive, Houston, Texas 77060
(Address of principal executive offices, zip code)
(281) 836-8000
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock, $0.01 par value
 
New York Stock Exchange
 
Securities registered pursuant to 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ¨   No  x
 
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  Yes  ¨   No  x
 
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  x   No  ¨
 
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 (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x   No  ¨
 
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   x
 
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.
Large accelerated filer  x
Accelerated filer  o
 
 
Non-accelerated filer  o
Smaller reporting company  o
(Do not check if a smaller reporting company)
m
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  o   No  x
The aggregate market value of the common stock of the registrant held by non-affiliates as of June 30, 2015 was $1,328,362,997. For purposes of this disclosure, common stock held by persons who hold more than 5% of the outstanding voting shares and common stock held by executive officers and directors of the registrant have been excluded in that such persons may be deemed to be “affiliates” as that term is defined under the rules and regulations promulgated under the Securities Act of 1933, as amended. This determination of affiliate status is not necessarily a conclusive determination for other purposes.
Number of shares of the common stock of the registrant outstanding as of February 18, 2016 : 69,630,338 shares.

______________________________________________________
DOCUMENTS INCORPORATED BY REFERENCE  
Portions of the registrant’s definitive proxy statement for the 2016 Meeting of Stockholders, which is expected to be filed with the Securities and Exchange Commission within 120 days after December 31, 2015, are incorporated by reference into Part III of this Form 10-K.
 



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PART I
 
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
 
This Annual Report on Form 10-K 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 Annual Report on Form 10-K 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 and pay dividends; the expected amount of our capital expenditures; anticipated cost savings, future revenue, gross margin and other financial or operational measures related to our business; the future value of our equipment; 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 Annual Report on Form 10-K. 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. Known material factors that could cause our actual results to differ from those in these forward-looking statements are described below, in Part I, Item 1A “Risk Factors” and Part II, Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Annual Report on Form 10-K. 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 or a sustained low price of oil or natural gas;

the success of our subsidiary, Archrock Partners, L.P. (along with its subsidiaries, the “Partnership”), including the amount of cash distributions by the Partnership with respect to its general partner interests, incentive distribution rights and limited partner interests;

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

the completed spin-off of our international contract operations, international aftermarket services operations and global fabrication businesses into an independent, publicly traded company (“Exterran Corporation”);

changes in economic or political conditions, including terrorism and legislative changes;

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

the loss of the Partnership’s status as a partnership for United States of America (“U.S.”) 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:

winning profitable new business;

selling additional contract operations contracts and equipment to the Partnership;


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growing our asset base and enhancing asset utilization;

integrating acquired businesses;

generating sufficient cash; and

accessing the capital markets at an acceptable cost;

liability related to the use of our services;

changes in governmental safety, health, environmental or 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 Annual Report on Form 10-K are based on information available to us on the date of this Annual Report on Form 10-K. 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 Annual Report on Form 10-K.

Item 1.   Business

General

We were incorporated in February 2007 as a wholly-owned subsidiary of Universal Compression Holdings, Inc. (“Universal”). On August 20, 2007, Universal and Hanover Compressor Company (“Hanover”) merged into our wholly-owned subsidiaries, and we became the parent entity of Universal and Hanover, named “Exterran Holdings, Inc.” In connection with the separation transaction completed on November 3, 2015 and described below, we changed our name to Archrock, Inc. References to “Archrock,” “our,” “we,” or “us” refer to Archrock, Inc. and its subsidiaries, except where the context requires otherwise. We are a pure play U.S. natural gas contract operations services business and the leading provider of natural gas compression services to customers in the oil and natural gas industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our services are essential to the production, processing, transportation and storage of natural gas and are provided primarily to producers and distributors of oil and natural gas. Our geographic business unit operating structure, technically experienced personnel and large fleet of natural gas compression equipment enable us to provide reliable contract operation services to our customers throughout the U.S.

Our revenues and income are derived from two primary business segments:

Contract Operations.  As of December 31, 2015, our contract operations business was largely comprised of our significant equity investment in Archrock Partners, L.P. and its subsidiaries, in addition to our owned fleet of natural gas compression equipment that we use to provide operations services to our customers.

Aftermarket Services.  Our aftermarket services business provides a full range of services to support the compression needs of customers. We sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression equipment.

For financial data relating to our business segments or geographic regions that accounted for 10% or more of consolidated revenue in any of the last three fiscal years, see Part II, Item 7 (“Management’s Discussion and Analysis of Financial Condition and Results of Operations”) and Note 22 (“Reportable Segments and Geographic Information”) to our Financial Statements included in Part IV, Item 15 (“Financial Statements”) of this Annual Report on Form 10-K.


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Competitive Strengths

We believe we have the following key competitive strengths:

Focus on outsourced compression services.   We provide our customers a variety of services, including outsourced compression services and aftermarket services, in support of our customers’ production and processing operations. We believe our contract operations services generally allow our customers that outsource their compression needs to achieve higher production rates than they would achieve with their own operations, resulting in increased revenue for our customers. In addition, outsourcing allows our customers flexibility for their evolving compression needs while limiting their capital requirements. By offering services that leverage our core strengths, we believe that we can provide comprehensive solutions to meet our customers’ needs. We believe the quality of our services, the depth of our customer relationships and our presence in substantially all major oil and natural gas-producing regions position us to capture additional business.

Superior customer service.   We believe we operate in a relationship-driven, service-intensive industry and therefore need to provide superior customer service. We believe that our regionally-based network, local presence, experience and in-depth knowledge of our customers’ operating needs and growth plans enable us to respond to our customers’ needs and meet their evolving demands on a timely basis. In addition, we focus on achieving a high level of reliability for the services we provide in order to maximize our customers’ production levels. Our sales efforts concentrate on demonstrating our commitment to enhancing our customers’ cash flow through superior customer service and after-market support.

Large fleet in substantially all major producing regions.   We operate in substantially all major oil and natural gas producing regions in the U.S. Our large fleet and numerous operating locations throughout the U.S., combined with our ability to efficiently move equipment among producing regions, means that we are not dependent on production activity in any particular region. We believe our size, geographic scope and broad customer base provide us with improved operating expertise and business development opportunities.

Our relationship with the Partnership.    As of December 31, 2015, we held a 39% ownership interest in the Partnership’s limited partner units as well as all of the general partner interests and incentive distribution rights in the Partnership. We expect that the Partnership will be the primary vehicle through which we grow our contract operations business and our ownership interest in the Partnership will allow us to participate in its future growth. In addition, we believe that our relationship with the Partnership will continue to provide us with cash flows to support our business.

Fee-based cash flows . We charge a fixed monthly fee for our contract operations services that our customers are generally required to pay, regardless of the volume of natural gas we compress in that month. We believe this fee structure reduces volatility and enhances our ability to generate relatively stable and predictable cash flows.

Business Strategies

We intend to continue to capitalize on our competitive strengths to meet our customers’ needs through the following key strategies:

Capitalize on the long-term fundamentals for the U.S. natural gas compression industry.  We believe our ability to efficiently meet our customers’ evolving compression needs, our long-standing customer relationships and our large compressor fleet will enable us to capitalize on what we believe are favorable long-term fundamentals for the U.S. natural gas compression industry. These fundamentals include significant natural gas resources in the U.S., increased unconventional natural gas production, decreasing natural reservoir pressures, expected increased natural gas demand in the U.S. from growth in liquid natural gas exports, exports of natural gas via pipeline to Mexico, power generation and industrial uses, and the continued need for compression services.


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Grow our business to generate attractive returns.   We plan to continue to invest in strategically growing our business both organically and through third-party acquisitions. Our contract operations business is our largest business segment based on gross margin, representing approximately 92% of our gross margin during 2015. We see opportunities to grow this business over the long term by putting idle units back to work and adding new horsepower in key growth areas, including providing compression services to producers of natural gas from shale and liquids-rich plays. In addition, because a large amount of compression equipment is owned by oil and gas producers, processors, gatherers, transporters and storage providers, we believe there will be additional opportunities for our aftermarket services business, which represented approximately 8% of our gross margin during 2015, to provide parts and services to support the operation of this equipment.

Leverage our relationship with the Partnership.    As of December 31, 2015, we held a 39% ownership interest in the Partnership’s limited partner units as well as all of the general partner interest and incentive distribution rights in the Partnership. We intend to utilize the Partnership as our primary vehicle for the long-term growth of our contract operations business. We expect to grow the Partnership through third-party acquisitions, organic growth opportunities and the future transfer by us of additional contract operations customer contracts and equipment to the Partnership in exchange for cash, the Partnership’s assumption of a portion of our debt and/or additional equity interests in the Partnership.

Lower costs and improve profitability .  As the largest provider of natural gas compression services in the U.S., we intend to use our scale to achieve cost savings in our operations. We are also focused on increasing productivity and optimizing our processes. By making our systems and processes more efficient, we intend to lower our internal costs and improve our profitability over time.

Contract Operations Services Overview

We provide comprehensive contract operations services, including the personnel, equipment, tools, materials and supplies to meet our customers’ natural gas compression needs. Based on the operating specifications at the customer’s location and the customer’s unique needs, these services include designing, sourcing, owning, installing, operating, servicing, repairing and maintaining equipment to provide these services to our customers. When providing contract compression services, we work closely with a customer’s field service personnel so that the compression services can be adjusted to efficiently match changing characteristics of the natural gas reservoir and the natural gas produced. We routinely repackage or reconfigure a portion of our existing fleet to adapt to our customers’ compression services needs. We utilize both slow and high speed reciprocating compressors primarily driven by internal natural gas fired combustion engines. We also utilize rotary screw compressors for specialized applications.

Our equipment is maintained in accordance with established maintenance schedules. These maintenance procedures are updated as technology changes and as our operations group develops new techniques and procedures. In addition, because our field technicians provide maintenance on our contract operations equipment, they are familiar with the condition of our equipment and can readily identify potential problems. In our experience, these maintenance procedures maximize equipment life and unit availability, minimize avoidable downtime and lower the overall maintenance expenditures over the equipment life. Generally, each of our compressor units undergoes a major overhaul once every three to seven years, depending on the type, size and utilization of the unit.

We believe that our aftermarket services, described below, provide opportunities to cross-sell our contract operations services. Our customers typically contract for our services on a site-by-site basis for a specific monthly service rate that is generally reduced if we fail to operate in accordance with the contract requirements. Following the initial minimum term, which is typically around twelve months, contract operations services generally continue until terminated by either party with 30 days’ advance notice. Our customers generally are required to pay our monthly service fee even during periods of limited or disrupted natural gas flows. Additionally, because we typically do not take title to the natural gas we compress and because the natural gas we use as fuel for our compressors and other equipment is supplied by our customers, we have limited direct exposure to commodity price fluctuations.


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We maintain field service locations from which we can service and overhaul our own compressor fleet to provide contract operations services to our customers. We also use many of these locations to provide aftermarket services to our customers, as described in more detail below. As of December 31, 2015, our contract operations segment provided contract operations services primarily using a fleet of 7,960 natural gas compression units with an aggregate capacity of approximately 4.0 million horsepower. During the year ended December 31, 2015, 78% of our total revenue and 92% of our total gross margin was generated from contract operations. Gross margin, 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 Part II, Item 6 (“Selected Financial Data — Non-GAAP Financial Measures”) of this Annual Report on Form 10-K.

Archrock Partners, L.P.

We have a significant equity interest in the Partnership, a master limited partnership that provides natural gas contract operations services to customers throughout the U.S. As of December 31, 2015, public unitholders held a 59% ownership interest in the Partnership and we owned the remaining equity interest, including all of the general partner interest and incentive distribution rights. 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 contract operations business, and we may grow the Partnership through third-party acquisitions, organic growth and the future transfer by us of additional contract operations customer contracts and equipment to the Partnership in exchange for cash, the Partnership’s assumption of our debt and/or additional equity interests in the Partnership. As of December 31, 2015, the Partnership’s fleet included 6,494 compressor units comprising approximately 3.3 million horsepower, or 83% of our and the Partnership’s combined total U.S. horsepower.

On April 17, 2015, we sold to the Partnership contract operations customer service agreements with 60 customers and a fleet of 238 compressor units used to provide compression services under those agreements, comprising approximately 148,000 horsepower, or 3% (of then available horsepower) of the combined contract operations business of the Partnership and us. The assets sold to the Partnership also included 179 compressor units, comprising approximately 66,000 horsepower, previously leased by us to the Partnership. Total consideration for the transaction was approximately $102.3 million, excluding transaction costs, and consisted of the Partnership’s issuance to us of approximately 4.0 million common units and approximately 80,000 general partner units. Based on the terms of the contribution, conveyance and assumption agreement relating to the acquisition, the common units and general partner units, including incentive distribution rights, we received in this transaction were not entitled to receive a cash distribution relating to the quarter ended March 31, 2015. We refer to this acquisition as the “April 2015 Contract Operations Acquisition.”

On August 8, 2014, the Partnership completed an acquisition of natural gas compression assets, including a fleet of 162 compressor units, comprising approximately 110,000 horsepower from MidCon Compression, L.L.C. (“MidCon”) for $130.1 million. The majority of the horsepower acquired is utilized under a five-year contract operations services agreement with BHP Billiton Petroleum (“BHP Billiton”), which expires in March 2019, to provide compression services. In accordance with the terms of the purchase and sale agreement relating to this acquisition, the Partnership directed MidCon to sell a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory to one of our wholly-owned subsidiaries, for $4.1 million. These assets are used in conjunction with the compression units the Partnership acquired from MidCon to provide compression services. We refer to the acquisition of these assets by the Partnership and our wholly-owned subsidiary as the “August 2014 MidCon Acquisition.”

On April 10, 2014, the Partnership completed an acquisition of natural gas compression assets, including a fleet of 337 compressor units, comprising approximately 444,000 horsepower from MidCon for $352.9 million. The compressor units were previously used by MidCon to provide compression services to a subsidiary of Access Midstream Partners, L.P. (“Access”). Effective as of the closing of the acquisition, the Partnership and Access entered into a seven-year contract operations services agreement under which the Partnership provides compression services to Access which, following its February 2015 merger with Williams Partners L.P., was renamed Williams Partners L.P. (“Williams Partners”). In accordance with the terms of the purchase and sale agreement relating to this acquisition, the Partnership directed MidCon to sell a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory to one of our wholly-owned subsidiaries for $7.7 million. These assets are used in conjunction with the compression units the Partnership acquired from MidCon to provide compression services. We refer to the acquisition of these assets by the Partnership and our wholly-owned subsidiary as the “April 2014 MidCon Acquisition.”


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Compressor Fleet

The size and horsepower of our natural gas compressor fleet on December 31, 2015 is summarized in the following table:

Range of Horsepower Per Unit
Number
of Units
 
Aggregate
Horsepower
(in thousands)
 
% of
Horsepower
0 – 200
3,225

 
369

 
9
%
201 – 500
2,325

 
629

 
16
%
501 – 800
533

 
334

 
8
%
801 – 1,100
292

 
279

 
7
%
1,101 – 1,500
1,184

 
1,613

 
40
%
1,501 and over
401

 
787

 
20
%
Total
7,960

 
4,011

 
100
%

As of December 31, 2015, the Partnership’s fleet included 6,494 of these compressor units comprising approximately 3.3 million horsepower, or 83% of our and the Partnership’s combined total horsepower. As of December 31, 2015, the Partnership’s fleet included 50 compressor units, comprising approximately 17,000 horsepower, leased from our wholly-owned subsidiaries and excluded 31 compressor units, comprising approximately 12,000 horsepower, owned by the Partnership but leased to our wholly-owned subsidiaries.

Over the last several years, we have undertaken efforts to standardize our compressor fleet around major components and key suppliers. The standardization of our fleet:

enables us to minimize our fleet operating costs and maintenance capital requirements;

enables us to reduce inventory costs;

facilitates low-cost compressor resizing; and

allows us to develop improved technical proficiency in our maintenance and overhaul operations, which enables us to achieve high run-time rates while maintaining lower operating costs.

Aftermarket Services Overview

Our aftermarket services segment sells parts and components and provides operation, maintenance, overhaul and reconfiguration services to customers who own compression and oilfield power generation equipment. We believe that we are particularly well qualified to provide these services because our highly experienced operating personnel have access to the full range of our compression services and facilities. During the year ended December 31, 2015, 22% of our total revenue and 8% of our total gross margin was generated from aftermarket services.

Spin-off Transaction

On November 3, 2015 (the “Distribution Date”), we completed the spin-off (the “Spin-off”) of our international contract operations, international aftermarket services and global fabrication businesses into a standalone public company operating as Exterran Corporation. To effect the Spin-off, we distributed on the Distribution Date, on a pro rata basis, all of the shares of Exterran Corporation common stock to our stockholders as of October 27, 2015 (the “Record Date”). Archrock stockholders received one share of Exterran Corporation common stock for every two shares of our common stock held at the close of business on the Record Date. Upon the completion of the Spin-off, we were renamed “Archrock, Inc.” and, on November 4, 2015, the ticker symbol for our common stock on the New York Stock Exchange was changed to “AROC.” Following the completion of the Spin-off, we and Exterran Corporation are independent, publicly traded companies with separate public ownership, board of directors and management, and we continue to own and operate the U.S. contract operations and aftermarket services businesses that we previously owned. Additionally, we continue to hold our interests in the Partnership. Effective on November 3, 2015, the Partnership was renamed “Archrock Partners, L.P.,” and, on November 4, 2015, the ticker symbol for its common units on the Nasdaq Global Select Market was changed to “APLP.”


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

Separation and Distribution Agreement . Our separation and distribution agreement with Exterran Corporation contains the key provisions relating to the separation of our business from Exterran Corporation’s business. The separation and distribution agreement identifies the assets and rights that were transferred, liabilities that were assumed or retained and contracts and related matters that were assigned to us or Exterran Corporation in the Spin-off and describes how these transfers, assumptions and assignments occurred. In addition, the separation and distribution agreement contains certain noncompetition provisions addressing restrictions for three years after the Spin-off on Exterran Corporation’s ability to provide contract operations and aftermarket services in the United States and on our ability to provide contract operations and aftermarket services outside of the United States and to provide products for sale worldwide that compete with Exterran Corporation’s product sales business, subject to certain exceptions.

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

Employee Matters Agreement. Our employee matters agreement with Exterran Corporation governs the allocation of liabilities and responsibilities between us and Exterran Corporation relating to employee compensation and benefit plans and programs, including the treatment of retirement, health and welfare plans and equity and other incentive plans and awards.

Transition Services Agreement. Our transition services agreement with Exterran Corporation sets forth the terms on which Exterran Corporation will provide to us, and we will provide to Exterran Corporation, on a temporary basis, certain services or functions that the companies historically have shared, including accounting, administrative, payroll, human resources, environmental health and safety, real estate, fleet, financial audit support, legal, tax, treasury and other support and corporate services.

Supply Agreement. Our supply agreement with Exterran Corporation sets forth the terms under which Exterran Corporation will provide manufactured equipment, including the design, engineering, manufacturing and sale of natural gas compression equipment, on an exclusive basis to us and the Partnership.

Exterran Corporation’s capital structure includes a new $925.0 million credit facility, consisting of a $680.0 million revolving credit facility and a $245.0 million term loan facility (collectively, the “Exterran Corporation Credit Facility”) that became available on November 3, 2015. Exterran Corporation transferred the net proceeds from the borrowings under the Exterran Corporation Credit Facility to us to allow for our repayment of a portion of our indebtedness prior to the Spin-off. Our capital structure includes a new $350.0 million revolving credit facility that became available on November 3, 2015.

Results of operations for Exterran Corporation have been classified as discontinued operations in all periods presented in this Annual Report on Form 10-K. For additional information, see Note 2 (“Discontinued Operations”) to our Financial Statements within Part IV, Item 15 “Exhibits and Financial Statement Schedules” in this Annual Report on Form 10-K.


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Natural Gas Compression Industry Overview

Natural gas compression is a mechanical process whereby the pressure of a given volume of natural gas is increased to a desired higher pressure for transportation from one point to another. It is essential to the production and transportation of natural gas. Compression is typically required several times during the natural gas production and transportation cycle, including (i) at the wellhead, (ii) throughout gathering and distribution systems, (iii) into and out of processing and storage facilities and (iv) along intrastate and interstate pipelines.

Wellhead and Gathering Systems — Natural gas compression is used to transport natural gas from the wellhead through the gathering system. At some point during the life of natural gas wells reservoir, pressures typically fall below the line pressure of the natural gas gathering or pipeline system used to transport the natural gas to market. At that point, natural gas no longer naturally flows into the pipeline. Compression equipment is applied in both field and gathering systems to boost the pressure levels of the natural gas flowing from the well allowing it to be transported to market. Changes in pressure levels in natural gas fields require periodic changes to the size and/or type of on-site compression equipment. Additionally, compression is used to reinject natural gas into producing oil wells to maintain reservoir pressure and help lift liquids to the surface, which is known as secondary oil recovery or natural gas lift operations. Typically, these applications require low- to mid-range horsepower compression equipment located at or near the wellhead. Compression equipment is also used to increase the efficiency of a low-capacity natural gas field by providing a central compression point from which the natural gas can be produced and injected into a pipeline for transmission to facilities for further processing.

Pipeline Transportation Systems — Natural gas compression is used during the transportation of natural gas from the gathering systems to storage or the end user. Natural gas transported through a pipeline loses pressure over the length of the pipeline. Compression is staged along the pipeline to increase capacity and boost pressure to overcome the friction and hydrostatic losses inherent in normal operations. These pipeline applications generally require larger horsepower compression equipment (1,500 horsepower and higher).

Storage Facilities — Natural gas compression is used in natural gas storage projects for injection and withdrawals during the normal operational cycles of these facilities.

Processing Applications — Compressors may also be used in combination with natural gas production and processing equipment and to process natural gas into other marketable energy sources. In addition, compression services are used for compression applications in refineries and petrochemical plants.

Many natural gas producers, transporters and processors outsource their compression services due to the benefits and flexibility of contract compression. Changing well and pipeline pressures and conditions over the life of a well often require producers to reconfigure or replace their compressor units to optimize the well production or gathering system efficiency.

We believe outsourcing compression operations to compression service providers such as us offers customers:

the ability to efficiently meet their changing compression needs over time while limiting the underutilization of their owned compression equipment;

access to the compression service provider’s specialized personnel and technical skills, including engineers and field service and maintenance employees, which we believe generally leads to improved production rates and/or increased throughput;

the ability to increase their profitability by transporting or producing a higher volume of natural gas through decreased compression downtime and reduced operating, maintenance and equipment costs by allowing the compression service provider to efficiently manage their compression needs; and

the flexibility to deploy their capital on projects more directly related to their primary business by reducing their compression equipment and maintenance capital requirements.

We believe the U.S. natural gas compression services industry continues to have growth potential over time due to, among other things, increased natural gas production in the U.S. from unconventional sources and aging producing natural gas fields that will require more compression to continue producing the same volume of natural gas, and expected increased demand for natural gas in the U.S. for power generation, industrial uses and exports, including liquefied natural gas exports and exports of natural gas via pipeline to Mexico.

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Trends and Outlook

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 in the U.S. 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. Oil and natural gas prices and the level of drilling and exploration activity can be volatile. For example, oil and natural gas exploration and development activity and the number of well completions typically decline when there is a significant reduction in oil and natural gas prices or significant instability in energy markets. Our revenue, earnings and financial position are affected by, among other things, market conditions that impact demand and pricing for natural gas compression, our customers’ decisions between using our services or our competitors’ services, our customers’ decisions regarding whether to own and operate the equipment themselves and the timing and consummation of any acquisition of additional contract operations customer service agreements and equipment from third parties. Although we believe our business is typically less impacted by commodity prices than certain other oil and natural gas service providers, changes in oil and natural gas exploration and production spending normally result in changes in demand for our services.

Natural gas consumption in the U.S. for the twelve months ended November 30, 2015 increased by approximately 2% to approximately 27,551 billion cubic feet (“Bcf”) compared to approximately 26,931 Bcf for the twelve months ended November 30, 2014. The U.S. Energy Information Administration (“EIA”) forecasts that total U.S. natural gas consumption will increase by 1.5% in 2016 compared to 2015. The EIA estimates that the U.S. natural gas consumption level will be approximately 30 trillion cubic feet (“Tcf”) in 2040, or 16% of the projected worldwide total of approximately 185 Tcf.

Natural gas marketed production in the U.S. for the twelve months ended November 30, 2015 increased by approximately 6% to 28,849 Bcf compared to 27,096 Bcf for the twelve months ended November 30, 2014. The EIA forecasts that total U.S. natural gas marketed production will increase by 0.7% in 2016 compared to 2015. The EIA estimates that the U.S. natural gas production level will be approximately 33 Tcf in 2040, or 18% of the projected worldwide total of approximately 187 Tcf.

Historically, oil and natural gas prices in the U.S. have been volatile. For example, the Henry Hub spot price for natural gas was $2.28 per MMBtu at December 31, 2015 , which was approximately 8% and 27% lower than prices at September 30, 2015 and December 31, 2014, respectively, and the U.S. natural gas liquid composite price was $4.72 per MMBtu for the month of November 2015, which was approximately 3% and 16% lower than the price for the months of September 2015 and December 2014, respectively. These price declines have caused many companies to reduce their natural gas drilling and production activities, particularly in more mature and predominantly dry gas areas and shale plays in the U.S., where we provide a significant amount of contract operations services, which led to a decline in our contract operations business during 2015. These price declines are expected to lead to a continued decrease in capital investment and in the number of new gas wells being drilled in 2016 by exploration and production companies. In addition, the West Texas Intermediate crude oil spot price was $37.13 per barrel at December 31, 2015 which was approximately 18% and 31% lower than prices at September 30, 2015 and December 31, 2014 , respectively, which is expected to lead to a continued decrease in capital investment and in the number of new oil wells being drilled in 2016 by exploration and production companies. Because we provide a significant amount of contract operations services related to the production of associated gas from oil wells and the use of gas lift to enhance production of oil from oil wells, our operations and our levels of operating horsepower are also impacted by crude oil drilling and production activity.


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During periods of lower oil or natural gas prices, our customers may not be able to recover the full amount of their drilling and production costs in the regions in which we operate. As a result, our customers may cease production in existing wells and decline to drill new wells, which would lower their demand for our services. Additionally, some of our midstream customers may provide their gathering, transportation and related services to a limited number of companies in the oil and gas production business. The loss by these midstream customers of their key customers could reduce demand for their services and result in a deterioration of their financial condition, which would in turn decrease their demand for our services. A reduction in the demand for our services could result in our customers seeking to preserve capital by canceling contracts, canceling or delaying scheduled maintenance of their existing equipment or determining not to enter into new contract operations service contracts, which could force us to reduce our pricing substantially. As a result of the significant decline in oil and natural gas prices since the third quarter of 2014, U.S. producers reduced their capital budgets for 2015 and research analysts are forecasting declines in U.S. capital spending for drilling activity in 2016. In 2015, we experienced an operating horsepower decline. Due to the expected continued decline in customer spending in 2016 and the expectation that customers will cease production from uneconomic wells, we anticipate lower demand for our services during 2016 than in 2015. As a result, we expect continued operating horsepower declines in 2016 and we may also experience increased pricing pressure on the services we provide during 2016, which is expected to result in a decline in our contract operations business in 2016. We also anticipate investing less capital in new fleet units in 2016 than we did in 2015.

At the time of the Spin-off we had recorded $144.3 million in foreign tax credit deferred tax assets. These deferred tax assets related to foreign tax credits that can be used to reduce our income taxes payable in the current and future years. They will expire if they are not used within the 10-year carryforward period. As a result of the Spin-off it is projected that these Foreign tax credits/deductions allocated to Exterran Corporation will expire unused because Exterran Corporation will not generate sufficient taxable income and foreign source taxable income after the Spin-off to utilize these credits. Therefore in the fourth quarter we wrote off foreign tax credits for the years 2005-2010 in the amount of $48.2 million and set up a valuation allowance for the years 2011-2015 of $37.8 million for a total impact to Archrock’s fourth quarter tax provision of $86.0 million . The credits and offsetting valuation allowance were allocated to Exterran Corporation for their use in future tax returns.

We may contribute additional contract operations customer contracts and equipment to the Partnership in the future in exchange for cash, the Partnership’s assumption of our debt and/or our receipt of additional interests in the Partnership. Any such transaction depends on, among other things, market and economic conditions, our ability to agree with the Partnership regarding the terms of any purchase and the availability to the Partnership of debt and equity capital on reasonable terms.

Oil and Natural Gas Industry Cyclicality and Volatility

Changes in oil and natural gas exploration and production spending normally results in changes in demand for our products and services; however, we believe our contract operations business is typically less impacted by commodity prices than certain other energy products and service providers because:

compression services are necessary for natural gas to be delivered from the wellhead to end users;

the need for compression services and equipment has grown over time due to the increased production of natural gas, the natural pressure decline of natural gas producing basins and the increased percentage of natural gas production from unconventional sources; and

our contract operations business is tied primarily to natural gas and oil production and consumption, which are generally less cyclical in nature than exploration activities.

Because we typically do not take title to the natural gas we compress, and because the natural gas we use as fuel for our compressors is supplied by our customers, our direct exposure to commodity price risk is further reduced.

Seasonal Fluctuations

Our results of operations have not historically reflected any material seasonal tendencies and we currently do not believe that seasonal fluctuations will have a material impact on us in the foreseeable future.

Market and Customers

Our customer base consists primarily of companies engaged in all aspects of the oil and natural gas industry, including large integrated oil and natural gas producers, processors, gatherers, transporters and storage providers.


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We conduct our contract operations activities throughout the U.S. We currently operate in substantially all major oil and natural gas producing areas throughout the entire U.S.

We have entered into preferred vendor arrangements with some of our customers that give us preferential consideration for the compression needs of these customers. In exchange, we provide these customers with enhanced product availability, product support and favorable pricing.

During the year ended December 31, 2015, Williams Partners (formerly known as Access) accounted for approximately 12% of our consolidated revenue. During the year ended December 31, 2014, Access accounted for approximately 3% of our consolidated revenue. Access merged with Williams Partners, a publicly traded limited partnership controlled by The Williams Companies, Inc. (“Williams Parent”), in February 2015 and, on an as-combined basis, Access and Williams Partners would have accounted for approximately 10% of our consolidated revenue during the year ended December 31, 2014. No other customer accounted for more than 10% of our consolidated revenue during the years ended December 31, 2015 and 2014 and no single customer accounted for more than 10% of our consolidated revenue during the year ended December 31, 2013 .

On September 28, 2015, Williams Parent and Energy Transfer Equity, L.P. (“ETE”) announced that they had entered into a definitive merger agreement pursuant to which an affiliate of ETE will acquire Williams Parent, and, as a result, ETE will control Williams Parent and, indirectly, Williams Partners (the “Williams Merger”). There is no guarantee that, upon the expiration of the Partnership’s existing services agreements with Williams Partners, Williams Partners will choose (or, if the Williams Merger closes, ETE will cause Williams Partners) to renew these existing services agreements or enter into similar agreements with the Partnership. The loss of our business with Williams Partners, unless offset by additional contract compression services revenue from other customers, or the inability or failure of Williams Partners to meet its payment obligations under our contractual arrangements, could have a material adverse effect on our business, results of operations, financial condition and ability to pay cash dividends.

Sales and Marketing

Our marketing and client service functions are coordinated and performed by our sales and field service personnel. Salespeople and field service personnel regularly visit our customers to ensure customer satisfaction, to determine customer needs in respect of services currently being provided and to ascertain potential future compression services requirements. This ongoing communication allows us to quickly identify and respond to customer requests.

General Terms of our Contract Operations Customer Service Agreements

The following discussion describes select material terms common to our standard contract operations service agreements. We typically enter into a master service agreement with each customer that sets forth the general terms and conditions of our services, and then enter into a separate supplemental service agreement for each distinct site at which we will provide contract operations services.

Term and Termination.  Our customers typically contract for our contract operations services on a site-by-site basis. Following the initial minimum term for our contract operations services, which is typically around twelve months, contract operations services generally continue until terminated by either party with 30 days’ advance notice.

Fees and Expenses.  Our customers pay a fixed monthly fee for our contract operations services, which generally is based on expected natural gas volumes and pressures associated with a specific application. Our customers generally are required to pay our monthly fee even during periods of limited or disrupted natural gas flows. We are typically responsible for the costs and expenses associated with our compression equipment used to provide the contract operations services, other than fuel gas, which is provided by our customers.

Service Standards and Specifications.  We provide contract operations services according to the particular specifications of each job, as set forth in the applicable contract. These are typically turn-key service contracts under which we supply all service and support and use our own compression equipment to provide the contract operations services as necessary for a particular application. In certain circumstances, if the availability of our services does not meet certain percentages specified in our contracts, our customers are generally entitled, upon request, to specified credits against our service fees.

Title; Risk of Loss.  We own and retain title to or have an exclusive possessory interest in all compression equipment used to provide the contract operations services and we generally bear risk of loss for such equipment to the extent not caused by gas conditions, our customers’ acts or omissions or the failure or collapse of the customer’s over-water job site upon which we provide the contract operations services.

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Insurance.  Typically, both we and our customers are required to carry general liability, worker’s compensation, employers’ liability, automobile and excess liability insurance. We insure our property and operations and are substantially self-insured for worker’s compensation, employer’s liability, property, auto liability, general liability and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks.

Suppliers

Prior to the Spin-off, we fabricated compression and production and processing equipment to provide contract operations services and to sell to third parties from components and subassemblies, most of which we acquired from a wide range of vendors. On November 3, 2015, in connection with our contribution of our global fabrication business to Exterran Corporation in the Spin-off, we entered into a supply agreement with Exterran Corporation under which, during the term of the agreement, we are required to purchase our requirements of newly-fabricated compression equipment from Exterran Corporation and its affiliates, subject to certain exceptions. Pursuant to the supply agreement, if we acquire a new business that is not party to a firm supply agreement, then we will use our commercially reasonable efforts to order such business’s newly fabricated compressor requirements from Exterran Corporation. If, however, the new business is already party to a firm supply agreement, then we may continue to order such equipment under that existing third-party supply agreement as long as orders for the succeeding twelve-month period do not exceed such business’s orders for the prior twelve-month period. As a result of our entry into the supply agreement, we will rely on Exterran Corporation, who in turn relies on a limited number of suppliers, for some of the components used in its products. We believe alternative sources of these components are generally available but at prices that may not be as economically advantageous to Exterran Corporation as those offered by our existing suppliers. We believe Exterran Corporation’s relations with its suppliers are satisfactory.

Competition

The natural gas compression services business is highly competitive. Overall, we experience considerable competition from companies that may be able to more quickly adapt to changes within our industry and changes in economic conditions as a whole, more readily take advantage of available opportunities and adopt more aggressive pricing policies. We believe we are competitive with respect to price, equipment availability, customer service, flexibility in meeting customer needs, technical expertise, quality and reliability of our compressors and related services.

Increased size and geographic scope offer compression services providers operating and cost advantages. As the number of compression applications and size of the compression fleet increases, the number of required sales, administrative and maintenance personnel increases at a lesser rate, resulting in operational efficiencies and potential cost advantages. Additionally, broad geographic scope allows compression service providers to more efficiently provide services to all customers, particularly those with compression applications in remote locations. We believe our large, diverse fleet of compression equipment and broad geographic base of operations and related operational personnel give us more flexibility in meeting our customers’ needs than many of our competitors.

Environmental and Other Regulations

Government Regulation

Our operations are subject to stringent and complex U.S. federal, state, and local laws and regulations governing the discharge of materials into the environment or otherwise relating to protection of the environment and to occupational safety and health. Compliance with these environmental laws and regulations may expose us to significant costs and liabilities and cause us to incur significant capital expenditures in our operations. Failure to comply with these laws and regulations may result in the assessment of administrative, civil and criminal penalties, imposition of investigatory and remedial obligations, and the issuance of injunctions delaying or prohibiting operations. We believe that our operations are in substantial compliance with applicable environmental and safety and health laws and regulations and that continued compliance with currently applicable requirements would not have a material adverse effect on us. However, the clear trend in environmental regulation is to place more restrictions on activities that may affect the environment, and thus, any changes in these laws and regulations that result in more stringent and costly waste handling, storage, transport, disposal, emission or remediation requirements could have a material adverse effect on our results of operations and financial position.


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The primary U.S. federal environmental laws to which our operations are subject include the Clean Air Act (“CAA”) and regulations thereunder, which regulate air emissions; the Clean Water Act (“CWA”) and regulations thereunder, which regulate the discharge of pollutants in industrial wastewater and storm water runoff; the Resource Conservation and Recovery Act (“RCRA”) and regulations thereunder, which regulate the management and disposal of hazardous and non-hazardous solid wastes; and the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and regulations thereunder, known more commonly as “Superfund,” which imposes liability for the remediation of releases of hazardous substances in the environment. We are also subject to regulation under the U.S. federal Occupational Safety and Health Act (“OSHA”) and regulations thereunder, which regulate the protection of the safety and health of workers. Analogous state and local laws and regulations may also apply.

Air Emissions

The CAA and analogous state laws and their implementing regulations regulate emissions of air pollutants from various sources, including natural gas compressors, and also impose various monitoring and reporting requirements. Such laws and regulations may require a facility to obtain pre-approval for the construction or modification of certain projects or facilities expected to produce air emissions or result in the increase of existing air emissions, obtain and strictly comply with air permits containing various emissions and operational limitations, or utilize specific emission control technologies to limit emissions. Our standard contract operations agreement typically provides that the customer will assume permitting responsibilities and certain environmental risks related to site operations.

New Source Performance Standards (“NSPS”)

On September 18, 2015, the U.S. Environmental Protection Agency (“EPA”) issued proposed regulations that would amend the NSPS for the oil and natural gas source category and would apply to sources of emissions of methane and volatile organic compounds (“VOC”) from certain processes, activities and equipment that is constructed, modified or reconstructed after that date. Specifically, the proposed regulation contains both methane and VOC standards for several emission sources not currently covered by the NSPS, such as fugitive emissions from compressor stations and pneumatic pumps and methane standards for certain emission sources that are already regulated for VOC, such as equipment leaks at natural gas processing plants. The proposed amendments also establish methane standards for a subset of equipment that the current NSPS regulates, including reciprocating compressors and pneumatic controllers, and extend the current VOC standards to the remaining unregulated equipment. At this point, we cannot predict whether any such proposed regulations would require us to incur material costs.

Venting and Flaring on Federal Lands

On January 22, 2016, the U.S. Department of the Interior’s Bureau of Land Management proposed a new regulation to reduce venting and flaring on federal lands. If adopted as proposed, the regulation would require leak detection inspections at compressor stations and would impose requirements to reduce emissions from pneumatic controllers, among other things. At this point, we cannot predict whether the proposed regulation would require us to incur material costs.

National Ambient Air Quality Standards (“NAAQS”)

On October 1, 2015, the EPA issued a new NAAQS ozone standard of 70 parts per billion (ppb), which is a reduction from the 75 ppb standard set in 2008. This new standard became effective on December 28, 2015. The states are expected to establish revised attainment/non-attainment regions based on the revised ozone standard by approximately October 2017, utilizing air quality data collected between 2014 and 2016. State implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our customers’ ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant.


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TCEQ

In addition, in January 2011, the Texas Commission on Environmental Quality (“TCEQ”) finalized revisions to certain air permit programs that significantly increase air emissions-related requirements for new and certain existing oil and gas production and gathering sites in the Barnett Shale production area. The final rule established 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 2020 and 2030 depending on the type of engine and the permitting requirements. A number of other states where our engines are operated have adopted or are considering adopting additional regulations that could impose new air permitting or pollution control requirements for engines, some of which could entail material costs to comply. At this point, however, we cannot predict whether any such rules would require us to incur material costs.

Generally

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.

Climate change legislation and regulatory initiatives could result in increased compliance costs.

The U.S. Congress has previously considered legislation to restrict or regulate emissions of greenhouse gases, such as carbon dioxide and methane. One bill, passed by the House of Representatives in 2009, but never adopted by the full Congress, would have required greenhouse gas emissions reductions by covered sources of as much as 17% from 2005 levels by 2020 and by as much as 83% by 2050. It presently appears unlikely that comprehensive climate legislation will be passed by either house of Congress in the near future, although energy legislation and other initiatives continue to be proposed that may be relevant to greenhouse gas emissions issues. In addition, almost half of the states, either individually or through multi-state regional initiatives, have begun to address greenhouse gas emissions, primarily through the planned development of emission inventories or regional greenhouse gas cap and trade programs. Although most of the state-level initiatives have to date been focused on large sources of greenhouse gas emissions, such as electric power plants, it is possible that smaller sources such as our gas-fired compressors could become subject to greenhouse gas-related regulation. Depending on the particular program, we could be required to control emissions or to purchase and surrender allowances for greenhouse gas emissions resulting from our operations.

Independent of Congress, the EPA has been pursuing regulations controlling greenhouse gas emissions under its existing CAA authority. The EPA has adopted rules requiring many facilities, including petroleum and natural gas systems, to inventory and report their greenhouse gas emissions. These reporting obligations were triggered for some sites we operated in 2015.

In addition, the EPA in June 2010 published a final rule providing for the tailored applicability of air permitting requirements for greenhouse gas emissions. The EPA reported that the rulemaking was necessary because without it certain permitting requirements would apply as of January 2011 at an emissions level that would have greatly increased the number of required permits and, among other things, imposed undue costs on small sources and overwhelmed the resources of permitting authorities. In the rule, the EPA established two initial steps of phase-in to minimize those burdens, excluding certain smaller sources from greenhouse gas permitting until at least April 30, 2016. On January 2, 2011, the first step of the phase-in applied only to new projects at major sources (as defined under those CAA permitting programs) that, among other things, increase net greenhouse gas emissions by 75,000 tons per year. On July 1, 2011, the second step of the phase-in began requiring permitting for otherwise minor sources of air emissions that have the potential to emit at least 100,000 tons per year of greenhouse gases. On June 29, 2012, the EPA issued final regulations for “Phase III” of its program, retaining the permitting thresholds established in Phases I and II. On June 23, 2014, the U.S. Supreme Court held that greenhouse gas emissions alone cannot trigger an obligation to obtain such an air permit even if the project will substantially increase the source’s greenhouse gas emissions. However, for those sources that trigger such air permitting requirements based on their traditional criteria pollutant emissions, the permit must include a limit for greenhouse gases. In addition, the Court concluded that the rule was flawed because the EPA failed to identify a de minimis threshold for greenhouse gases below which Best Available Control Technology would not be required. The EPA has yet to set this threshold. This rule affects some of our and our customers’ largest new or modified facilities going forward.


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Although it is not currently possible to predict how any proposed or future greenhouse gas legislation or regulation by Congress, the states or multi-state regions will impact our business, any legislation or regulation of greenhouse gas emissions that may be imposed in areas in which we conduct business could result in increased compliance costs or additional operating restrictions or reduced demand for our services, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Water Discharges

The CWA and analogous state laws and their implementing regulations impose restrictions and strict controls with respect to the discharge of pollutants into state waters or waters of the U.S. The discharge of pollutants into regulated waters is prohibited, except in accordance with the terms of a permit issued by the EPA or an analogous state agency. In addition, the CWA regulates storm water discharges associated with industrial activities depending on a facility’s primary standard industrial classification. Many of our facilities have applied for and obtained industrial wastewater discharge permits as well as sought coverage under local wastewater ordinances U.S. federal laws also require development and implementation of spill prevention, controls, and countermeasure plans, including appropriate containment berms and similar structures to help prevent the contamination of navigable waters in the event of a petroleum hydrocarbon tank spill, rupture, or leak at such facilities.

Waste Management and Disposal

The RCRA and analogous state laws and their implementing regulations govern the generation, transportation, treatment, storage and disposal of hazardous and non-hazardous solid wastes. During the course of our operations, we generate wastes (including, but not limited to, used oil, antifreeze, filters, sludges, paints, solvents and abrasive blasting materials) in quantities regulated under RCRA. The EPA and various state agencies have limited the approved methods of disposal for these types of wastes. CERCLA and analogous state laws and their implementing regulations impose strict, and under certain conditions, joint and several liability without regard to fault or the legality of the original conduct on classes of persons who are considered to be responsible for the release of a hazardous substance into the environment. These persons include current and past owners and operators of the facility or disposal site where the release occurred and any company that transported, disposed of, or arranged for the transport or disposal of the hazardous substances released at the site. Under CERCLA, such persons may be subject to joint and several liability for the costs of cleaning up the hazardous substances that have been released into the environment, for damages to natural resources and for the costs of certain health studies. In addition, where contamination may be present, it is not uncommon for neighboring landowners and other third parties to file claims for personal injury, property damage and recovery of response costs allegedly caused by hazardous substances or other pollutants released into the environment.

We currently own or lease, and in the past have owned or leased, a number of properties that have been used in support of our operations for a number of years. Although we have utilized operating and disposal practices that were standard in the industry at the time, hydrocarbons, hazardous substances, or other regulated wastes may have been disposed of or released on or under the properties owned or leased by us or on or under other locations where such materials have been taken for disposal by companies sub-contracted by us. In addition, many of these properties have been previously owned or operated by third parties whose treatment and disposal or release of hydrocarbons, hazardous substances or other regulated wastes was not under our control. These properties and the materials released or disposed thereon may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove or remediate historical property contamination, or to perform certain operations to prevent future contamination. At certain of such sites, we are currently working with the prior owners who have undertaken to monitor and clean up contamination that occurred prior to our acquisition of these sites. We are not currently under any order requiring that we undertake or pay for any cleanup activities. However, we cannot provide any assurance that we will not receive any such order in the future.

Occupational Safety and Health

We are subject to the requirements of OSHA and comparable state statutes. These laws and the implementing regulations strictly govern the protection of the safety and health of employees. The OSHA hazard communication standard, the EPA community right-to-know regulations under Title III of CERCLA and similar state statutes require that we organize and/or disclose information about hazardous materials used or produced in our operations.

Employees

As of December 31, 2015, we had approximately 2,200 employees. We believe that our relations with our employees are satisfactory.


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Available Information

Our website address is www.archrock.com . Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports are available on our website, without charge, as soon as reasonably practicable after they are filed electronically with the U.S. Securities and Exchange Commission (“SEC”). Information on our website is not incorporated by reference in this Annual Report on Form 10-K or any of our other securities filings. Paper copies of our filings are also available, without charge, from Archrock, Inc., 16666 Northchase Drive, Houston, Texas 77060, Attention: Investor Relations. Alternatively, the public may read and copy any materials we file with the SEC at its Public Reference Room at 100 F Street, NE, Washington, DC 20549.

Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers who file electronically with the SEC. The SEC’s website address is www.sec.gov .

Additionally, we make available free of charge on our website:

our Code of Business Conduct;

our Corporate Governance Principles; and

the charters of our audit, compensation and nominating and corporate governance committees.


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Item 1A.   Risk Factors

As described in Part I (“Disclosure Regarding Forward-Looking Statements”), this Annual Report on Form 10-K contains forward-looking statements regarding us, our business and our industry. The risk factors described below, among others, could cause our actual results to differ materially from the expectations reflected in the forward-looking statements. If any of the following risks actually occurs, our business, financial condition, results of operations and cash flows could be negatively impacted.

Continued low oil and natural gas prices in the U.S. are expected to decrease demand for our natural gas compression services and result in a decline in our business in 2016, which could decrease our cash available to pay dividends and limit our ability to pay cash dividends at our current dividend rate.

Our revenue, earnings and financial position are affected by, among other things, market conditions that impact demand and pricing for natural gas compression services. For example, the Henry Hub spot price for natural gas was $2.28 per MMBtu at December 31, 2015, which was approximately 8% and 27% lower than prices at September 30, 2015 and December 31, 2014 , respectively, and the U.S. natural gas liquid composite price was $4.72 per MMBtu for the month of November 2015, which was approximately 3% and 16% lower than the prices for the months of September 2015 and December 2014, respectively. These price declines have caused many companies to reduce their natural gas drilling and production activities, particularly in more mature and predominantly dry gas areas and shale plays in the U.S., where we provide a significant amount of contract operations services, which led to a decline in our contract operations business during 2015. These price declines are expected to lead to a continued decrease in capital investment and in the number of new gas wells being drilled in 2016 by exploration and production companies. In addition, the West Texas Intermediate crude oil spot price was $37.13 per barrel at December 31, 2015, which was approximately 18% and 31% lower than prices at September 30, 2015 and December 31, 2014 , respectively, which is expected to lead to a continued decrease in capital investment and in the number of new oil wells being drilled in 2016 by exploration and production companies. Because we provide a significant amount of contract operations services related to the production of associated gas from oil wells and the use of gas lift to enhance production of oil from oil wells, our operations and our levels of operating horsepower are also impacted by crude oil drilling and production activity.

During periods of lower oil or natural gas prices, our customers may not be able to recover the full amount of their drilling and production costs in the regions in which we operate. As a result, our customers may cease production in existing wells and decline to drill new wells, which would lower their demand for our services. Additionally, some of our midstream customers may provide their gathering, transportation and related services to a limited number of companies in the oil and gas production business. The loss by these midstream customers of their key customers could reduce demand for their services and result in a deterioration of their financial condition, which would in turn decrease their demand for our services. A reduction in the demand for our services could result in our customers seeking to preserve capital by canceling contracts, canceling or delaying scheduled maintenance of their existing equipment or determining not to enter into new contract operations service contracts, which could lead to a reduction in our business activity levels and our pricing, which could have a material adverse effect on our business, financial condition, cash flows and results of operations.

As a result of the significant decline in oil and natural gas prices since the third quarter of 2014, U.S. producers reduced their capital budgets for 2015 and research analysts are forecasting declines in U.S. capital spending for drilling activity in 2016. In 2015, we experienced an operating horsepower decline. Due to the expected continued decrease in customer spending in 2016 and the expectation that our customers will cease production from wells that are uneconomic for them to continue to produce, we anticipate lower demand for our services during 2016 than in 2015. As a result, we expect continued operating horsepower declines in 2016 and we may also experience increased pricing pressure on the services we provide during 2016, which is expected to result in a decline in our contract operations business in 2016. Any of these events could have a material adverse effect on our business, results of operations, financial condition and cash available for distribution to holders of our common stock as a dividend, which could limit our ability to pay cash dividends at our current dividend rate or at all.

While we paid quarterly dividends of $0.15 per share of common stock with respect to each of the first three quarters of 2015 and a quarterly dividend of $0.1875 per share of common stock with respect to the fourth quarter of 2015, there can be no assurance that we will pay dividends in the future.

We paid quarterly cash dividends of $0.15 per share of common stock to our stockholders with respect to each of the first three quarters of 2015, and on February 16, 2016, we paid a quarterly dividend of $0.1875 per share of common stock to our stockholders with respect to the fourth quarter of 2015. We cannot provide assurance that we will, at any time in the future, again generate sufficient surplus cash that would be available for distribution to the holders of our common stock as a dividend or that our Board of Directors would determine to use any such surplus or our net profits to pay a dividend.


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Future dividends may be affected by, among other factors:

the availability of surplus or net profits, which in turn depend on the performance of our business and operating subsidiaries, including the Partnership;

the amount of cash distributions we receive from the Partnership attributable to our ownership interest in the Partnership;

our debt service requirements and other liabilities;

our ability to refinance our debt in the future or borrow funds and access capital markets;

restrictions contained in our debt agreements;

our future capital requirements, including to fund our operating expenses and other working capital needs;

the rates we charge for our services;

the level of demand for our services;

the creditworthiness of our customers;

Exterran Corporation’s ability to recover in full, and our ability to receive contributions from Exterran Corporation corresponding to, the remaining proceeds to be paid to Exterran Corporation from PDVSA Gas, S.A., or PDVSA Gas; and

changes in U.S. federal and state income tax laws or corporate laws.

We also continue to explore ways to reduce our operating expenses. For example, in January 2016, we determined to undertake a cost reduction program in light of current and expected activity levels and to mitigate the impact of the anticipated overall decline in our contract operations business during 2016 as a result of the low commodity price environment. However, achieving significant cost reductions will be challenging, and there is no guarantee that our cost reduction program will result in a reduction in our operating expenses or offset any declines in revenue. Our inability to reduce operating expenses could have an adverse effect on our business, results of operations and financial condition, which could limit our ability to pay cash dividends in the future.

We cannot provide assurance that we will declare or pay dividends in any particular amounts or at all in the future. A decision not to pay dividends or a reduction in our dividend payments in the future could have a negative effect on our stock price.


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We depend on distributions from the Partnership to meet our capital needs and pay dividends to our stockholders.

To generate the funds necessary to meet our obligations, fund our business and pay dividends, we depend heavily on the cash distributions from the Partnership to us attributable to our ownership interest in the Partnership. Our ownership interest in the Partnership, including our limited partner interest, general partner interest and incentive distribution rights in the Partnership, is currently our largest cash-generating asset. As a result, our cash flow is heavily dependent upon the ability of the Partnership to make distributions to its partners. Applicable law and contractual restrictions (including restrictions in the Partnership’s debt instruments and partnership agreement) may negatively impact our ability to obtain such distributions from our subsidiaries, including the rights of the creditors of the Partnership that would often be superior to our interests in the Partnership. Due to the expected continued decrease in customer spending in 2016 and the expectation that customers will cease production from wells that are uneconomic for them to continue to produce, we anticipate lower demand for the Partnership’s contract operations services during 2016 than in 2015. As a result, we expect the Partnership to experience operating horsepower declines in 2016 and it may also experience increased pricing pressure on the services it provides during 2016, which is expected to result in a decline in the Partnership’s contract operations business in 2016. A decline in the Partnership’s business or revenues or increases in its expenses, principal and interest payments under existing and future debt instruments, working capital requirements or other cash needs could impair the Partnership’s ability to make cash distributions to unit holders, including us, at the Partnership’s current distribution rate. A reduction in the amount of cash distributions we receive from the Partnership would reduce the amount of cash available to us for payment of dividends, which could limit our ability to pay cash dividends at our current rate or at all, and would also reduce the amount of cash available to us for the payment of our debt and for the funding of our business requirements, which could have a material adverse effect on our business, financial condition and results of operations.

Exterran Corporation is due to receive a substantial amount in installment payments from the purchaser of its previously nationalized Venezuelan assets, the nonpayment of which would render Exterran Corporation unable to contribute amounts corresponding to those funds to us, which would negatively impact our liquidity and financial condition.

In March 2012 and August 2012, Exterran Corporation sold its previously nationalized Venezuelan joint venture assets and Venezuelan subsidiary assets, respectively, to PDVSA Gas, a subsidiary of Petroleos de Venezuela, S.A. (“PDVSA”), for aggregate consideration of approximately $550 million. As of December 31, 2015, we have received payments, including annual charges, of approximately $493 million ($50 million of which was used to repay insurance proceeds previously collected under the policy we maintained for the risk of expropriation). Pursuant to the separation and distribution agreement, Exterran Corporation or its subsidiary is due to receive the remaining principal amount as of December 31, 2015 of approximately $79 million in installments through the third quarter of 2016. As these remaining proceeds are received, Exterran Corporation intends to contribute to us an amount equal to such proceeds pursuant to the terms of the separation and distribution agreement. In January 2016, Exterran Corporation received an additional installment payment, including an annual charge, of $5.2 million from PDVSA Gas relating to its previously nationalized Venezuelan joint ventures’ assets and transferred cash to us equal to that amount in January 2016.

PDVSA’s payments to many of its suppliers and partners are currently significantly in arrears, and PDVSA’s payments to us have been in arrears from time to time in the past. The ongoing social, political, economic and legal climate has given rise to significant uncertainties about the country’s economic and political stability. Since the presidential election in the first half of 2013, the Venezuelan government has increasingly used foreign-exchange, price and capital controls to attempt to address the country’s economic challenges. If current political unrest were to develop into a prolonged period of governmental or economic instability, or if PDVSA becomes increasingly unable to pay its suppliers and partners due to the detrimental effect of recent commodity price declines on Venezuela’s economy or for other reasons, Exterran Corporation’s ability to recover in full, and our ability to receive additional contributions corresponding to, the remaining proceeds to be paid from PDVSA Gas to Exterran Corporation could be adversely impacted. As of February 29, 2016, PDVSA was in arrears on its payment obligations due to Exterran Corporation. Exterran Corporation has agreed to waive a payment obligation that was due on November, 10 2015 until March 11, 2016, although it is uncertain whether PDVSA will make the past due payment by that date. If Exterran Corporation or its subsidiary does not receive that payment or any other remaining proceeds and we do not receive additional contributions from Exterran Corporation corresponding to the amount of such proceeds, our liquidity and financial condition would be negatively impacted, which could impact our ability to pay cash dividends.

In addition, in the event that PDVSA Gas defaults on any installment payment and Exterran Corporation is unwilling or unable to recover such installment payment, we may incur significant costs and expenses and expend significant resources, including the time and attention of our management team, in pursuing the recovery of such installment payment, which may negatively impact our business and financial condition.


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We have a substantial amount of debt that could limit our ability to fund future growth and operations and increase our exposure to risk during adverse economic conditions.

At December 31, 2015 , we had approximately $1.6 billion in outstanding debt obligations. Many factors, including factors beyond our control, may affect our ability to make payments on our outstanding indebtedness. These factors include those discussed elsewhere in these Risk Factors and those listed in the Disclosure Regarding Forward-Looking Statements section included in Part I of this Annual Report on Form 10-K.

Our substantial debt and associated commitments could have important adverse consequences. For example, these commitments could:

make it more difficult for us to satisfy our contractual obligations;

increase our vulnerability to general adverse economic and industry conditions;

limit our ability to fund future working capital, capital expenditures, acquisitions or other corporate requirements;

increase our vulnerability to interest rate fluctuations because the interest payments on a portion of our debt are based upon variable interest rates and a portion can adjust based upon our credit statistics;

limit our flexibility in planning for, or reacting to, changes in our business and our industry;

place us at a disadvantage compared to our competitors that have less debt or less restrictive covenants in such debt; and

limit our ability to refinance our debt in the future or borrow additional funds.

Covenants in our debt agreements may impair our ability to operate our business.

Our credit facility contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, limitations on the incurrence of indebtedness, investments, liens on assets, repurchasing equity and making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. We are also subject to financial covenants, including a ratio of earnings before interest, taxes, depreciation and amortization (“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 and a ratio of consolidated Total Debt (as defined in the credit agreement) to EBITDA of not greater than 4.25 to 1.0 (subject to a temporary increase to 4.75 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the acquisition closes). As of December 31, 2015 , we maintained a 33.3 to 1.0 EBITDA to Total Interest Expense ratio and a 1.3 to 1.0 consolidated Total Debt to EBITDA ratio. If we were to anticipate non-compliance with these financial ratios, we may take actions to maintain compliance with them, possibly including reductions in our general and administrative expenses, capital expenditures or the payment of cash dividends at our current dividend rate. Any of these measures could have an adverse effect on our business, operations, cash flows or the price of our common stock. If we fail to remain in compliance with our financial covenants we would be in default under our debt agreements. A default under one or more of our debt agreements would trigger cross-default provisions under certain of our other debt agreements, which would accelerate our obligation to repay our indebtedness under those agreements. In addition, if we 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. As of December 31, 2015 , we were in compliance with all financial covenants under our debt agreements.


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The Partnership’s senior secured 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 the Partnership’s ability to incur additional indebtedness, engage in transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends and distributions. The Partnership Credit Agreement also contains various covenants requiring mandatory prepayments from the net cash proceeds of certain asset transfers. 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 2.75 to 1.0, a ratio of Total Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 5.25 to 1.0 (subject to a temporary increase to 5.5 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the acquisition closes) and a ratio of Senior Secured Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 4.0 to 1.0. Because the April 2015 Contract Operations Acquisition closed during the second quarter of 2015, the Partnership’s Total Debt to EBITDA ratio threshold was temporarily increased to 5.5 to 1.0 during the quarter ended June 30, 2015 and continued at that level through December 31, 2015, reverting to 5.25 to 1.0 for the quarter ending March 31, 2016 and subsequent quarters. As of December 31, 2015, the Partnership maintained a 4.5 to 1.0 EBITDA to Total Interest Expense ratio, a 4.5 to 1.0 Total Debt to EBITDA ratio and a 2.3 to 1.0 Senior Secured Debt to EBITDA ratio. If the Partnership were to anticipate non-compliance with these financial ratios, the Partnership may take actions to maintain compliance with them, possibly including a reduction in general and administrative expenses, capital expenditures or the payment of cash distributions at its current distribution rate to it unit holders, including us. Any of these measures could have an adverse effect on the Partnership’s business, operations, cash flows or the price of its common units, and as a result could have an adverse impact on us. In addition, a reduction in the amount of cash distributions we receive from the Partnership would reduce the amount of cash available to us for payment of dividends, which could limit our ability to pay cash dividends at our current rate or at all, for the payment of our debt and for the funding of our business requirements, and as a result could have a material adverse effect on our business, financial condition and results of operations. A default under one of the Partnership’s debt agreements would trigger cross-default provisions under the Partnership’s other debt agreements, which would accelerate the Partnership’s obligation to repay its indebtedness under those agreements. In additiona, a material adverse effect with respect to the Partnership’s assets, liabilities, financial condition, business or operations that, taken as a whole, impacts the Partnership’s ability to perform its obligations under the Partnership Credit Agreement, could lead to a default under that agreement. As of December 31, 2015 , the Partnership was in compliance with all financial covenants under the Partnership Credit Agreement.

The breach of any of our covenants could result in a default under one or more of our debt agreements, which could cause our indebtedness under those agreements to become due and payable. If the repayment obligations on any of our indebtedness were to be accelerated, we may not be able to repay the debt or refinance the debt on acceptable terms, and our financial position would be materially adversely affected.

As a result of recent market instability, we may be unable to access the capital and credit markets or borrow on affordable terms to obtain additional capital that we may require.

Historically, we have financed acquisitions, operating expenditures and capital expenditures with a combination of cash provided by operating and financing activities. However, to the extent we are unable to finance our operating expenditures, capital expenditures, scheduled interest and debt repayments and any future dividends with net cash provided by operating activities and borrowings under our credit facility, we may require additional capital. Recent instability in the capital markets (both generally and in the oil and gas industry in particular) could limit our ability to access the capital markets to raise debt or equity capital on affordable terms or to obtain additional financing. Recent decreases in commodity prices, among other things, may cause some lenders to increase interest rates, enact tighter lending standards, refuse to refinance existing debt at maturity at favorable terms or at all and may reduce or cease to provide funding to borrowers. If we are unable to access the capital and credit markets on favorable terms, or if we are not successful in raising capital within the time period required or at all, we may not be able to grow or maintain our business, which could have a material adverse effect on our business, results of operations and financial condition.

Our ability to manage and grow our business effectively may be adversely affected if we lose management or operational personnel.

We believe that our ability to hire, train and retain qualified personnel will continue to be challenging and important. In addition, following the closing of the Spin-off, certain of our key personnel became employees of Exterran Corporation. The supply of experienced operational and field personnel, in particular, decreases as other energy and manufacturing companies’ needs for the same personnel increase. Our ability to grow and to continue our current level of service to our customers will be adversely impacted if we are unable to successfully hire, train and retain these important personnel.


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The erosion of the financial condition of our customers could adversely affect our business.

Many of our customers finance their exploration and production activities through cash flow from operations, the incurrence of debt or the issuance of equity. During times when the oil or natural gas markets weaken, our customers are more likely to experience a downturn in their financial condition. Additionally, some of our midstream customers may provide their gathering, transportation and related services to a limited number of companies in the oil and gas production business. A reduction in borrowing bases under reserve-based credit facilities, the lack of availability of debt or equity financing or other factors that negatively impact our customers’ financial condition could result in a reduction in our customers’ spending for our products and services, which may result in their cancellation of contracts, the cancellation or delay of scheduled maintenance of their existing natural gas compression equipment, their determination not to enter into new natural gas compression service contracts, or their determination to cancel or delay orders for our services. Furthermore, the loss by our midstream customers of their key customers could reduce demand for their services and result in a deterioration of their financial condition, which would in turn decrease their demand for our services. Any such action by our customers would reduce demand for our services. Reduced demand for our services could adversely affect our business, financial condition, results of operations and cash flows. In addition, in the event of the financial failure of a customer, we could experience a loss on all or a portion of our outstanding accounts receivable associated with that customer.

The loss of our business with Williams Partners or the inability or failure of Williams Partners to meet its payment obligations may adversely affect the our and the Partnership’s financial results, which could limit the amount of cash the Partnership has available for distribution to its equity holders, including us.

During the year ended December 31, 2015, Williams Partners (formerly known as Access) accounted for approximately 12% of our consolidated revenue. During the year ended December 31, 2014, Access accounted for approximately 3% of our consolidated revenue. Access merged with Williams Partners, a publicly traded limited partnership controlled by The Williams Companies, Inc. (“Williams Parent”), in February 2015 and, on an as-combined basis, Access and Williams Partners would have accounted for approximately 10% of our consolidated revenue during the year ended December 31, 2014.

On September 28, 2015, Williams Parent and Energy Transfer Equity, L.P. (“ETE”) announced that they had entered into a definitive merger agreement pursuant to which an affiliate of ETE will acquire Williams Parent, and ETE will control Williams Parent and, indirectly, Williams Partners (the “Williams Merger”). There is no guarantee that, upon the expiration of the Partnership’s existing services agreements with Williams Partners, Williams Partners will choose (or, if the Williams Merger closes, ETE will cause Williams Partners) to renew these existing services agreements or enter into similar agreements with the Partnership. The loss of business with Williams Partners, unless offset by additional contract compression services revenue from other customers, or the inability or failure of Williams Partners to meet its payment obligations under contractual arrangements, could have a material adverse effect on the Partnership’s business, results of operations, financial condition and ability to make cash distributions to its equity holders, including us, and on our business, results of operations, financial condition and ability to pay cash dividends.

The completed Spin-off of our international contract operations, international aftermarket services and global fabrication businesses could result in substantial tax liability to us and our stockholders.

Historically, companies seeking to perform a tax-free spin-off transaction have been able to seek broad private letter rulings from the Internal Revenue Service (“IRS”) that the proposed spin-off transaction would qualify for tax-free treatment, with the exception of certain issues on which the IRS would not rule. However, in 2013 the IRS announced that it would no longer provide such broad advance rulings but would instead rule only on certain “significant issues.” We did not request a ruling from the IRS regarding the Spin-off of our international contract operations, international aftermarket services and global fabrication businesses. Prior to completing the Spin-off, we did receive an opinion of counsel that the Spin-off should qualify as reorganization under Sections 355 and 368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”), and, as a result, neither we nor our stockholders should recognize any gain or loss for U.S. federal income tax purposes as a result of the Spin-off. However, this opinion is not binding on the IRS or any court. Accordingly, the IRS or the courts may reach conclusions with respect to the Spin-off that are different from the conclusions reached in the opinion of counsel. If the Spin-off and certain related transactions were determined to be taxable to us, we would be subject to a substantial tax liability, which could have a material adverse effect on our business, results of operations and financial condition. In addition, if the Spin-off were taxable to our stockholders, each holder of our common stock who received shares of Exterran Corporation would generally be treated as having received a taxable distribution of property in an amount equal to the fair market value of the shares received.


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We may face challenges as a result of being a smaller, less diversified business than we were prior to the Spin-off.

In connection with the Spin-off, our international contract operations, international aftermarket services and fabrication operations and certain of our logistical capabilities and operational efficiencies were contributed to Exterran Corporation, and certain of our key personnel became employees of Exterran Corporation. Because our business after the Spin-off represents a subset of our business immediately prior to the Spin-off, we have access to a smaller pool of assets, fewer personnel, less geographic diversity and less operational diversity, among other challenges, than we did prior to the Spin-off. As a result, we are a smaller and less diversified company with more limited financial resources and operational capabilities, and we may be unable to attract or retain customers that prefer to contract with more diversified companies that are able to operate on a larger scale than us. In addition, as a smaller and less diversified business, we may be more adversely impacted by changes in our business than we would have been prior to the Spin-off. For example, the impact of certain events on our business prior to the Spin-off may not have been material to our operations at such time, but similar events may have a material impact on our business following the Spin-off. We may also be less capable of providing the Partnership with certain financial and operational support, including certain historical cost caps that we provided to the Partnership prior to 2015, that we were capable of providing to the Partnership prior to the Spin-off. In addition, because we are a smaller and less diversified business following the Spin-off, certain legal proceedings may have greater impact on our business following the Spin-off than they did before the Spin-off. Each of these events could negatively impact our business and cause our financial condition and results of operations to suffer.

We are subject to continuing contingent tax liabilities following the Spin-off.

In connection with the Spin-off, we entered into a tax matters agreement with Exterran Corporation that allocates the responsibility for prior period taxes of the Exterran Holdings consolidated tax reporting group between us and Exterran Corporation. If Exterran Corporation is unable to pay any prior period taxes for which it is responsible, we would be required to pay the entire amount of such taxes.

We might not be able to engage in desirable strategic transactions and equity issuances because of certain restrictions relating to requirements for tax-free distributions.

Our ability to engage in significant equity transactions could be limited or restricted in order to preserve, for U.S. federal income tax purposes, the tax-free nature of the Spin-off. Even if the Spin-off otherwise qualifies for tax-free treatment under Section 355 of the Code, it may result in corporate-level taxable gain to us under Section 355(e) of the Code if there is a 50% or greater change in ownership, by vote or value, of shares of our stock, Exterran Corporation’s stock or the stock of a successor of either occurring as part of a plan or series of related transactions that includes the Spin-off. Any acquisitions or issuances of our stock or Exterran Corporation’s stock within two years after the Spin-off are generally presumed to be part of such a plan, although we or Exterran Corporation may be able to rebut that presumption.

Under the tax matters agreement that we entered into with Exterran Corporation, we are prohibited from taking or failing to take any action that prevents the Spin-off from being tax-free.

These restrictions may limit our ability to pursue strategic transactions or engage in new business or other transactions that may maximize the value of our business. Moreover, the tax matters agreement also may provide that we are responsible for any taxes imposed on us or any of our affiliates as a result of the failure of the Spin-off to qualify for favorable treatment under the Code if such failure is attributable to certain actions taken after the Spin-off by or in respect of us, any of our affiliates or our shareholders.


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The Spin-off may expose us to potential liabilities arising out of state and federal fraudulent conveyance laws and legal dividend requirements.

The Spin-off is subject to review under various state and federal fraudulent conveyance laws. Under these laws, if a court in a lawsuit by an unpaid creditor or an entity vested with the power of such creditor (including without limitation a trustee or debtor-in-possession in a bankruptcy by us or any of our respective subsidiaries) were to determine that we or any of our subsidiaries did not receive fair consideration or reasonably equivalent value for distributing our common stock or taking other action as part of the Spin-off, or that we or any of our subsidiaries did not receive fair consideration or reasonably equivalent value for incurring indebtedness, including the borrowings incurred by us under the new credit facility in connection with the Spin-off, transferring assets or taking other action as part of the Spin-off and, at the time of such action, we, Exterran Corporation or any of our respective subsidiaries (i) was insolvent or would be rendered insolvent, (ii) lacked reasonably sufficient capital to carry on its business and all business in which it intended to engage or (iii) intended to incur, or believed it would incur, debts beyond its ability to repay such debts as they would mature, then such court could void the Spin-off as a constructive fraudulent transfer. If such court made this determination, the court could impose a number of different remedies, including without limitation, voiding our liens and claims against Exterran Corporation, or providing Exterran Corporation with a claim for money damages against us in an amount equal to the difference between the consideration received by Exterran Corporation and the fair market value of our company at the time of the Spin-off.

The measure of insolvency for purposes of the fraudulent conveyance laws will vary depending on which jurisdiction’s law is applied. Generally, however, an entity would be considered insolvent if the present fair saleable value of its assets is less than (i) the amount of its liabilities (including contingent liabilities) or (ii) the amount that will be required to pay its probable liabilities on its existing debts as they become absolute and mature. No assurance can be given as to what standard a court would apply to determine insolvency or that a court would determine that we, Exterran Corporation or any of our respective subsidiaries were solvent at the time of or after giving effect to the Spin-off, including the distribution of the Exterran Corporation common stock.

Under the separation and distribution agreement we entered into in connection with the Spin-off, from and after the Spin-off, each of Exterran Corporation and we are responsible for the debts, liabilities and other obligations related to the business or businesses which it owns and operates following the consummation of the Spin-off. Although we do not expect to be liable for any such obligations not expressly assumed by us pursuant to the separation and distribution agreement, it is possible that a court would disregard the allocation agreed to between the parties, and require that we assume responsibility for obligations allocated to Exterran Corporation, particularly if Exterran Corporation were to refuse or were unable to pay or perform the subject allocated obligations.

Many of our contract operations services contracts have short initial terms and after the initial term are cancelable on short notice, and we cannot be sure that such contracts will be extended or renewed after the end of the initial contractual term. Any such nonrenewals, or renewals at reduced rates, or the loss of contracts with any significant customer, could adversely impact our results of operations.

The length of our contract operations services contracts with customers varies based on operating conditions and customer needs. Our initial contract terms typically are not long enough to enable us to recoup the cost of the equipment we utilize to provide contract operations services and these contracts are typically cancelable on short notice after the initial term. We cannot be sure that a substantial number of these contracts will be extended or renewed by our customers or that any of our customers will continue to contract with us. The inability to negotiate extensions or renew a substantial portion of our contract operations services contracts, the renewal of such contracts at reduced rates, the inability to contract for additional services with our customers or the loss of all or a significant portion of our services contracts with any significant customer could lead to a reduction in revenues and net income and could require us to record additional asset impairments. This could have a material adverse effect upon our business, financial condition, results of operations and cash flows.


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We are engaged in ongoing litigation regarding our qualification as a Heavy Equipment Dealer, the qualification of our natural gas compressors as Heavy Equipment and the resulting appraisal of our natural gas compressors for ad valorem tax purposes, as well as the location where our natural gas compressors are taxable, under revised Texas statutes. If this litigation is resolved against us, or if in the future we do not qualify as a Heavy Equipment Dealer or our compressors do not qualify as Heavy Equipment because of new or revised Texas statutes, we will incur additional taxes and could be subject to substantial penalties and interest, which would adversely impact our results of operations, financial condition and cash flows.

In 2011, the Texas Legislature enacted changes related to the appraisal of natural gas compressors for ad valorem tax purposes by expanding the definitions of “Heavy Equipment Dealer” and “Heavy Equipment” effective from the beginning of 2012 (the “Heavy Equipment Statutes”). Under the revised statutes, we believe we are a Heavy Equipment Dealer, that our natural gas compressors are Heavy Equipment and that we, therefore, are required to file our ad valorem tax renditions under this new methodology. We further believe that, under the Heavy Equipment Statutes, our natural gas compressors are taxable in the counties where we maintain a business location and keep natural gas compressors. A large number of appraisal review boards denied our position, and we filed petitions for review in the appropriate district courts. See Part I, Item 3 (“Legal Proceedings”) and Note 20 (“Commitments and Contingencies”) to our Financial Statements included in this Annual Report on Form 10-K for additional information regarding legal proceedings to which we are a party, including ongoing litigation regarding our qualification as a Heavy Equipment Dealer, the qualification of our natural gas compressors as Heavy Equipment and the resulting appraisal of our natural gas compressors for ad valorem tax purposes, as well as the location where our natural gas compressors are taxable, under revised Texas statutes.

As a result of the new methodology, our ad valorem tax expense (which is reflected in our consolidated statements of operations as a component of cost of sales (excluding depreciation and amortization expense)) includes a benefit of $16.0 million during the year ended December 31, 2015. Since the change in methodology became effective in 2012, we have recorded an aggregate benefit of $44.0 million as of December 31, 2015, of which approximately $10.2 million has been agreed to by a number of appraisal review boards and county appraisal districts and $33.8 million has been disputed and is currently in litigation. Recognizing the similarity of the issues and that these cases will ultimately be resolved by the Texas appellate courts, we have reached, or intend to reach, agreements with some of the appraisal districts to stay or abate certain of these pending district court cases. If we are unsuccessful in our litigation with the appraisal districts, we would be required to pay ad valorem taxes up to the aggregate benefit we have recorded, and the additional ad valorem tax payments may also be subject to substantial penalties and interest. In addition, while we do not expect the ultimate determination of the issue of where the natural gas compressors are taxable under the Heavy Equipment Statutes would have an impact on the amount of taxes due, we could be subject to substantial penalties if we are unsuccessful on this issue. Also, if we are unsuccessful in our litigation with the appraisal districts, or if legislation is enacted in Texas that repeals or alters the Heavy Equipment Statutes such that in the future we do not qualify as a Heavy Equipment Dealer or our compressors do not qualify as Heavy Equipment, then we would likely be required to pay these ad valorem taxes under the old methodology going forward, which would increase our quarterly cost of sales expense up to approximately the amount of our then most recent quarterly benefit recorded. If this litigation is resolved against us in whole or in part, or if in the future we do not qualify as a Heavy Equipment Dealer or our compressors do not qualify as Heavy Equipment because of new or revised Texas statutes, we will incur additional taxes and could be subject to substantial penalties and interest, which would impact our future results of operations, financial condition and cash flows and also our ability to pay dividends in the future.

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As a result of our supply agreement with Exterran Corporation, we are subject to counterparty risk associated with Exterran Corporation’s business, including product shortages and price increases involving Exterran Corporation’s suppliers, which could have a negative impact on our results of operations. Additionally, if we are unable to purchase compression equipment from Exterran Corporation or other third parties, we may be unable to retain existing customers or compete for new customers, which could have a material adverse effect on our business, results of operations and financial condition.

Under the terms of our supply agreement with Exterran Corporation, we are required to purchase our requirements of newly-fabricated compression equipment during the term of the agreement from Exterran Corporation and its affiliates, subject to certain exceptions. As a result, we are subject to many of the same counterparty risks as Exterran Corporation with respect to its suppliers. For example, certain of the components used in the compression equipment we expect to purchase from Exterran Corporation are obtained by Exterran Corporation from a single source or a limited group of suppliers. Exterran Corporation’s reliance on these suppliers involves several risks, including price increases, inferior component quality and a potential inability to obtain an adequate supply of required components in a timely manner. Exterran Corporation does not have long-term contracts with some of these sources, and the partial or complete loss of certain of these sources could have a negative impact on our ability to obtain compression equipment from Exterran Corporation which, in turn, could have a negative impact on our results of operations, reputation and customer relationships. Further, any increase in component prices for compression equipment fabricated by Exterran Corporation for us will be passed on to us under the terms of our supply agreement. As a result, a significant increase in the price of one or more of these components could have a negative impact on our results of operations.

Additionally, except as set forth in our supply agreement, Exterran Corporation is not under any obligation to offer or sell to us newly-fabricated compression equipment, and may choose not to sell such equipment to us on time or at all. In the event that we are not able to purchase compression equipment from Exterran Corporation, we may not be able to purchase such compression equipment from third-party producers or marketers of such equipment or from our competitors on comparable terms or at all. If we are unable to purchase compression equipment on a timely basis to meet the demands of our customers, our existing customers may terminate their contractual relationships with us, or we may not be able to compete for business from new or existing customers, which, in each case, could have a material adverse effect on our business, results of operations and financial condition.

We have the right to receive a cash payment from Exterran Corporation upon the refinancing of its term loan under certain conditions, which if not met would negatively impact our liquidity and financial condition.

In October 2015, a subsidiary of Exterran Corporation entered into a new $245.0 million term loan, which will mature on November 3, 2017. Exterran Corporation or its subsidiary will be required to refinance its term loan at or prior to its maturity date by entering into one or more new facilities or otherwise raising the funds necessary to repay the outstanding principal amount under the term loan. In connection with the Spin-off, Exterran Corporation’s operating subsidiary contributed to one of our subsidiaries the right to receive, promptly following the occurrence of a qualified capital raise, as that term is used in the separation and distribution agreement, the right to receive a $25.0 million cash payment. No assurance can be given that Exterran Corporation or its subsidiary will be able to enter into new facilities or issue equity in the future on attractive terms or at all. If Exterran Corporation or its subsidiary is unable to consummate a qualified capital raise, we will not receive the $25.0 million cash payment, which would negatively impact our liquidity and financial condition.

The tax treatment of publicly traded partnerships or our investment in the Partnership units could be subject to potential legislative, judicial or administrative changes or differing interpretations, possibly applied on a retroactive basis.

The anticipated after-tax economic benefit of our investment in the Partnership depends largely on it being treated as a partnership for U.S. federal income tax purposes. The present U.S. federal income tax treatment of publicly traded partnerships, including the Partnership, or our investment in the Partnership may be modified by administrative, legislative or judicial changes or differing interpretations at any time.

For example, from time to time, members of Congress propose and consider such substantive changes to the existing U.S. federal income tax laws that affect publicly traded partnerships. One such legislative proposal would have eliminated the qualifying income exception to the treatment of all publicly traded partnerships as corporations upon which the Partnership relies for its treatment as a partnership for U.S. federal income tax purposes. Despite the fact that the Partnership is organized as a limited partnership under Delaware law, it would be treated as a corporation for U.S. federal income tax purposes unless at least 90% of its gross income is ‘‘qualifying income’’ under Section 7704(d)(1)(E) of the Internal Revenue Code of 1986, as amended (the ‘‘Qualifying Income Exception’’).


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The Partnership has requested and obtained favorable private letter rulings from the IRS with respect to the characterization of certain of its income as qualifying income. However, on May 5, 2015, the U.S. Treasury Department and the IRS issued proposed regulations (the ‘‘Proposed Regulations’’) interpreting the scope of qualifying income. The Proposed Regulations provide industry-specific guidance regarding whether income earned from certain activities will generate qualifying income for purposes of the Qualifying Income Exception. The Proposed Regulations, once issued in final form, may change interpretations of the current law relating to the characterization of income as qualifying income. Any such change could result in some or all of the Partnership’s income being treated as non-qualifying income.

Any modification to the U.S. federal income tax laws may be applied retroactively and could make it more difficult or impossible for the Partnership to meet the exception for certain publicly traded partnerships to be treated as a partnership for U.S. federal income tax purposes. We are unable to predict whether any of these changes or other proposals will ultimately be finalized or enacted. Any such changes could cause the Partnership to be treated as a corporation for U.S. federal income tax purposes or otherwise subject it to taxation as an entity if its gross income is not properly classified as qualifying income.

If the Partnership were treated as a corporation for U.S. federal income tax purposes, its cash available for distribution, including to us as holders of Partnership units, would be substantially reduced. Further, distributions to unitholders, including us, would generally be taxed as corporate distributions, and no income, gains, losses or deductions would flow through to unitholders.

Therefore, treatment of the Partnership as a corporation would result in a material reduction in the anticipated cash flow and after-tax return to the unitholders, which would cause a substantial reduction in the value of our investment in the Partnership and in the amount of distributions that we receive from the Partnership, which would reduce the amount of cash available for payment of our debt, payment of dividends and the funding of our business requirements, and as a result could have a material adverse effect on our business, financial condition and results of operations.

We may not be able to consummate any additional contribution or sale of assets from our contract operations business to the Partnership.

In the future, we may transfer additional assets from our contract operations business to the Partnership, but we are under no obligation to do so. Likewise, the Partnership is under no obligation to purchase any additional assets of that business. The consummation of any future sale of additional assets from that business and the timing of any such sale will depend upon, among other things:

our agreement with the Partnership regarding the terms of such sale, which will require the approval of the conflicts committee of the board of directors of the Partnership’s general partner, which is comprised exclusively of independent directors;

the Partnership’s ability to finance such purchase on acceptable terms, which could be impacted by general equity and debt market conditions as well as conditions in the markets specific to master limited partnerships; and

the Partnership’s and our compliance with our respective debt agreements.

The Partnership may fund any future acquisition from us with external sources of capital, including additional borrowings under its credit facility and/or public or private offerings of equity or debt. If the Partnership is not able to fund a future acquisition of our contract operations business, or if we are otherwise unable to consummate an additional contribution or sale of assets from our contract operations business to the Partnership, the Partnership’s ability to maintain distributions to its unitholders, including us, may be limited.


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From time to time, we are subject to various claims, litigation and other proceedings that could ultimately be resolved against us, requiring material future cash payments or charges, which could impair our financial condition or results of operations.

The size, nature and complexity of our business make us susceptible to various claims, both in litigation and binding arbitration proceedings. We are currently, and may in the future become, subject to various claims, which, if not resolved within amounts we have accrued, could have a material adverse effect on our financial position, results of operations or cash flows, including our ability to make cash distributions to our unitholders. Similarly, any claims, even if fully indemnified or insured, could negatively impact our reputation among our customers and the public, and make it more difficult for us to compete effectively or obtain adequate insurance in the future. See Part I, Item 3 (“Legal Proceedings”) and also Note 20 (“Commitments and Contingencies”) to our Financial Statements included in this Annual Report on Form 10-K for additional information regarding certain legal proceedings to which we are a party, including ongoing litigation regarding our qualification as a heavy equipment dealer, the qualification of our natural gas compressors as heavy equipment and the resulting appraisal of our natural gas compressors for ad valorem tax purposes, as well as the location where our natural gas compressors are taxable, under revised Texas statutes.

We face significant competitive pressures that may cause us to lose market share and harm our financial performance.

Our business is highly competitive and there are low barriers to entry, especially our natural gas compression services. Our competitors may be able to adapt more quickly to technological changes within our industry and changes in economic and market conditions, more readily take advantage of acquisitions and other opportunities and adopt more aggressive pricing policies. Our ability to renew or replace existing contract operations service contracts with our customers at rates sufficient to maintain current revenue and cash flows could be adversely affected by the activities of our competitors. If our competitors substantially increase the resources they devote to the development and marketing of competitive products, equipment or services or substantially decrease the price at which they offer their products, equipment or services, we may not be able to compete effectively.

In addition, we could face significant competition from new entrants into the compression services business. Some of our existing competitors or new entrants may expand or fabricate new compression units that would create additional competition for the services we provide to our customers. In addition, our customers may purchase and operate their own compressor fleets in lieu of using our natural gas compression services. We also may not be able to take advantage of certain opportunities or make certain investments because of our debt levels and our other obligations. Any of these competitive pressures could have a material adverse effect on our business, financial condition and results of operations.

We may be vulnerable to interest rate increases due to our floating rate debt obligations.

As of December 31, 2015 , after taking into consideration interest rate swaps, we had $397.0 million of outstanding indebtedness that was effectively subject to floating interest rates. Changes in economic conditions outside of our control could result in higher interest rates, thereby increasing our interest expense and reducing the funds available for capital investment, operations or other purposes. A 1% increase in the effective interest rate on our outstanding debt subject to floating interest rates at December 31, 2015 would result in an annual increase in our interest expense of approximately $4.0 million . In addition, a substantial portion of the Partnership’s cash flow must be used to service its debt obligations. Any increase in the Partnership’s interest expense could reduce the amount of cash the Partnership has available for distribution to its equity holders, including us, and as a result negatively impact our results of operations and cash flows and also our ability to pay dividends in the future.


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Our operations entail inherent risks that may result in substantial liability. We do not insure against all potential losses and could be seriously harmed by unexpected liabilities.

Our operations entail inherent risks, including equipment defects, malfunctions and failures and natural disasters, which could result in uncontrollable flows of natural gas or well fluids, fires and explosions. These risks may expose us, as an equipment operator, to liability for personal injury, wrongful death, property damage, pollution and other environmental damage. The insurance we carry against many of these risks may not be adequate to cover our claims or losses. We currently have a minimal amount of insurance on our offshore assets. In addition, we are substantially self-insured for workers’ compensation, employer’s liability, property, auto liability, general liability and employee group health claims in view of the relatively high per-incident deductibles we absorb under our insurance arrangements for these risks. Further, insurance covering the risks we expect to face or in the amounts we desire may not be available in the future or, if available, the premiums may not be commercially justifiable. If we were to incur substantial liability and such damages were not covered by insurance or were in excess of policy limits, or if we were to incur liability at a time when we are not able to obtain liability insurance, our business, financial condition and results of operations could be negatively impacted.

Threats of cyber attacks or terrorism could affect our business.

We may be threatened by problems such as cyber attacks, computer viruses or terrorism that may disrupt our operations and harm our operating results. Our industry requires the continued operation of sophisticated information technology systems and network infrastructure. Despite our implementation of security measures, our technology systems are vulnerable to disability or failures due to hacking, viruses, acts of war or terrorism and other causes. If our information technology systems were to fail and we were unable to recover in a timely way, we might be unable to fulfill critical business functions, which could have a material adverse effect on our business, financial condition and results of operations.

In addition, our assets may be targets of terrorist activities that could disrupt our ability to service our customers. We may be required by our regulators or by the future terrorist threat environment to make investments in security that we cannot currently predict. The implementation of security guidelines and measures and maintenance of insurance, to the extent available, addressing such activities could increase costs. These types of events could materially adversely affect our business and results of operations. In addition, these types of events could require significant management attention and resources, and could adversely affect our reputation among customers and the public.

Tax legislation and administrative initiatives or challenges to our tax positions could adversely affect our results of operations and financial condition.

We operate in locations throughout the United States and, as a result, we are subject to the tax laws and regulations of U.S. federal, state, and local governments. From time to time, various legislative or administrative initiatives may be proposed that could adversely affect our tax positions. There can be no assurance that our tax provision or tax payments will not be adversely affected by these initiatives. In addition, U.S. federal, state and local tax laws and regulations are extremely complex and subject to varying interpretations. There can be no assurance that our tax positions will not be challenged by relevant tax authorities or that we would be successful in any such challenge.

U.S. Federal, state and local legislative and regulatory initiatives relating to hydraulic fracturing as well as governmental reviews of such activities could result in increased costs and additional operating restrictions or delays in the completion of oil and natural gas wells and adversely affect demand for our contract operations services.

Hydraulic fracturing is an important and common practice that is used to stimulate production of natural gas and/or oil from dense subsurface rock formations. Hydraulic fracturing involves the injection of water, sand or alternative proppant and chemicals under pressure into target geological formations to fracture the surrounding rock and stimulate production. Hydraulic fracturing is typically regulated by state agencies, but recently, there has been increased public concern regarding an alleged potential for hydraulic fracturing to adversely affect drinking water supplies, and proposals have been made to enact separate U.S. federal, state and local legislation that would increase the regulatory burden imposed on hydraulic fracturing.


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For example, at the U.S. federal level, the U.S. Environmental Protection Agency (“EPA”) issued an Advance Notice of Proposed Rulemaking to collect data on chemicals used in hydraulic fracturing operations under Section 8 of the Toxic Substances Control Act, and proposed regulations under the CWA governing wastewater discharges from hydraulic fracturing and certain other natural gas operations. On March 26, 2015, the U.S. Department of the Interior’s Bureau of Land Management released a final rule that updates existing regulation of hydraulic fracturing activities on U.S. federal lands, including requirements for chemical disclosure, wellbore integrity and handling of flowback water. The final rule was expected to be effective on June 24, 2015, but, on September 30, 2015, a federal district court issued a preliminary injunction preventing implementation of the rule. In addition, several governmental reviews are underway that focus on environmental aspects of hydraulic fracturing activities. In June 2015, the EPA released its draft report on the potential impacts of hydraulic fracturing on drinking water resources, which concluded that hydraulic fracturing activities have not led to widespread, systemic impacts on drinking water sources in the United States, although there are above and below ground mechanisms by which hydraulic fracturing activities have the potential to impact drinking water sources. The draft report is expected to be finalized after a public comment period and a formal review by EPA’s Science Advisory Board. In addition, the White House Council on Environmental Quality is coordinating an administration-wide review of hydraulic fracturing practices. The results of this study or similar governmental reviews could spur initiatives to further regulate hydraulic fracturing under the Safe Drinking Water Act of 1974 or otherwise.

At the state level, several states have adopted or are considering legal requirements that could impose more stringent permitting, disclosure and well construction requirements on hydraulic fracturing activities. For example in May 2013, the Texas Railroad Commission adopted new rules governing well casing, cementing and other standards for ensuring that hydraulic fracturing operations do not contaminate nearby water resources. Local governments may also seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular or prohibit the performance of well drilling in general or hydraulic fracturing in particular. If new or more stringent U.S. federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where our natural gas exploration and production customers operate, those customers could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development or production activities and perhaps even be precluded from drilling wells. Any such restrictions could reduce demand for our contract operations services, and as a result could have a material adverse effect on our business, financial condition, results of operations and cash flows.

New regulations, proposed regulations and proposed modifications to existing regulations under the CAA, if implemented, could result in increased compliance costs.

On September 18, 2015, the EPA issued proposed regulations that would amend the New Source Performance Standards (“NSPS”) for the oil and natural gas source category and would apply to sources of emissions of methane and volatile organic compounds (“VOC”) from certain processes, activities and equipment that is constructed, modified or reconstructed after that date. Specifically, the proposed regulation contains both methane and VOC standards for several emission sources not currently covered by the NSPS, such as fugitive emissions from compressor stations and pneumatic pumps and methane standards for certain emission sources that are already regulated for VOC, such as equipment leaks at natural gas processing plants. The proposed amendments also establish methane standards for a subset of equipment that the current NSPS regulates, including reciprocating compressors and pneumatic controllers, and extend the current VOC standards to the remaining unregulated equipment. At this point, we cannot predict whether any such proposed regulations would require us to incur material costs.

On January 22, 2016, the U.S. Department of the Interior’s Bureau of Land Management proposed a new regulation to reduce venting and flaring on federal lands. If adopted as proposed, the regulation would require leak detection inspections at compressor stations and would impose requirements to reduce emissions from pneumatic controllers, among other things. At this point, we cannot predict whether the proposed regulation would require us to incur material costs.

On October 1, 2015, the EPA issued a new National Ambient Air Quality Standards (“NAAQS”) ozone standard of 70 parts per billion (ppb), which is a reduction from the 75 ppb standard set in 2008. This new standard became effective on December 28, 2015. The states are expected to establish revised attainment/non-attainment regions based on the revised ozone standard by approximately October 2017, utilizing air quality data collected between 2014 and 2016. State implementation of the revised NAAQS could result in stricter permitting requirements, delay or prohibit our customers’ ability to obtain such permits, and result in increased expenditures for pollution control equipment, the costs of which could be significant.


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In addition, in January 2011, the Texas Commission on Environmental Quality (“TCEQ”) finalized revisions to certain air permit programs that significantly increase air emissions-related requirements for new and certain existing oil and gas production and gathering sites in the Barnett Shale production area. The final rule established 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 2020 and 2030 depending on the type of engine and the permitting requirements. A number of other states where our engines are operated have adopted or are considering adopting additional regulations that could impose new air permitting or pollution control requirements for engines, some of which could entail material costs to comply. At this point, however, we cannot predict whether any such rules would require us to incur material costs.

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.

We are subject to a variety of governmental regulations; failure to comply with these regulations may result in administrative, civil and criminal enforcement measures and changes in these regulations could increase our costs or liabilities.

We are subject to a variety of U.S. federal, state, and local laws and regulations relating to, for example, the environment, safety and health, export controls, labor and employment and taxation. Many of these laws and regulations are complex, change frequently, are becoming increasingly stringent, and the cost of compliance with these requirements can be expected to increase over time. Failure to comply with these laws and regulations may result in a variety of administrative, civil and criminal enforcement measures, including assessment of monetary penalties, imposition of remedial requirements and issuance of injunctions as to future compliance.

Environmental laws and regulations may, in certain circumstances, impose strict liability for environmental contamination, which may render us liable for remediation costs, natural resource damages and other damages as a result of our conduct that was lawful at the time it occurred or the conduct of, or conditions caused by, prior owners or operators or other third parties. In addition, where contamination may be present, it is not uncommon for neighboring land owners and other third parties to file claims for personal injury, property damage and recovery of response costs. Remediation costs and other damages arising as a result of environmental laws and regulations, and costs associated with new information, changes in existing environmental laws and regulations or the adoption of new environmental laws and regulations could be substantial and could negatively impact our financial condition, profitability and results of operations. Moreover, failure to comply with these environmental laws and regulations may result in the imposition of administrative, civil and criminal penalties and the issuance of injunctions delaying or prohibiting operations.

We may need to apply for or amend facility permits or licenses from time to time with respect to storm water or wastewater discharges, waste handling, or air emissions relating to manufacturing activities or equipment operations, which subjects us to new or revised permitting conditions that may be onerous or costly to comply with. In addition, certain of our customer service arrangements may require us to operate, on behalf of a specific customer, petroleum storage units such as underground tanks or pipelines and other regulated units, all of which may impose additional compliance and permitting obligations.

We conduct operations at numerous facilities in a wide variety of locations across the continental U.S. The operations at many of these facilities require environmental permits or other authorizations. Additionally, natural gas compressors at many of our customers’ facilities require individual air permits or general authorizations to operate under various air regulatory programs established by rule or regulation. These permits and authorizations frequently contain numerous compliance requirements, including monitoring and reporting obligations and operational restrictions, such as emission limits. Given the large number of facilities in which we operate, and the numerous environmental permits and other authorizations that are applicable to our operations, we may occasionally identify or be notified of technical violations of certain requirements existing in various permits or other authorizations. Occasionally, we have been assessed penalties for our non-compliance, and we could be subject to such penalties in the future.

We routinely deal with natural gas, oil and other petroleum products. Hydrocarbons or other hazardous substances or wastes may have been disposed or released on, under or from properties used by us to provide contract operations services or inactive compression storage or on or under other locations where such substances or wastes have been taken for disposal. These properties may be subject to investigatory, remediation and monitoring requirements under environmental laws and regulations.


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The modification or interpretation of existing environmental laws or regulations, the more vigorous enforcement of existing environmental laws or regulations, or the adoption of new environmental laws or regulations may also negatively impact oil and natural gas exploration and production, gathering and pipeline companies, including our customers, which in turn could have a negative impact on us.

Climate change legislation and regulatory initiatives could result in increased compliance costs.

The U.S. Congress has previously considered legislation to restrict or regulate emissions of greenhouse gases, such as carbon dioxide and methane. One bill, passed by the House of Representatives in 2009, but never adopted by the full Congress, would have required greenhouse gas emissions reductions by covered sources of as much as 17% from 2005 levels by 2020 and by as much as 83% by 2050. It presently appears unlikely that comprehensive climate legislation will be passed by either house of Congress in the near future, although energy legislation and other initiatives continue to be proposed that may be relevant to greenhouse gas emissions issues. In addition, almost half of the states, either individually or through multi-state regional initiatives, have begun to address greenhouse gas emissions, primarily through the planned development of emission inventories or regional greenhouse gas cap and trade programs. Although most of the state-level initiatives have to date been focused on large sources of greenhouse gas emissions, such as electric power plants, it is possible that smaller sources such as our gas-fired compressors could become subject to greenhouse gas-related regulation. Depending on the particular program, we could be required to control emissions or to purchase and surrender allowances for greenhouse gas emissions resulting from our operations.

Independent of Congress, the EPA has been pursuing regulations controlling greenhouse gas emissions under its existing CAA authority. The EPA has adopted rules requiring many facilities, including petroleum and natural gas systems, to inventory and report their greenhouse gas emissions. These reporting obligations were triggered for some sites we operated in 2015.

In addition, the EPA in June 2010 published a final rule providing for the tailored applicability of air permitting requirements for greenhouse gas emissions. The EPA reported that the rulemaking was necessary because without it certain permitting requirements would apply as of January 2011 at an emissions level that would have greatly increased the number of required permits and, among other things, imposed undue costs on small sources and overwhelmed the resources of permitting authorities. In the rule, the EPA established two initial steps of phase-in to minimize those burdens, excluding certain smaller sources from greenhouse gas permitting until at least April 30, 2016. On January 2, 2011, the first step of the phase-in applied only to new projects at major sources (as defined under those CAA permitting programs) that, among other things, increase net greenhouse gas emissions by 75,000 tons per year. On July 1, 2011, the second step of the phase-in began requiring permitting for otherwise minor sources of air emissions that have the potential to emit at least 100,000 tons per year of greenhouse gases. On June 29, 2012, the EPA issued final regulations for “Phase III” of its program, retaining the permitting thresholds established in Phases I and II. On June 23, 2014, the U.S. Supreme Court held that greenhouse gas emissions alone cannot trigger an obligation to obtain such an air permit even if the project will substantially increase the source’s greenhouse gas emissions. However, for those sources that trigger such air permitting requirements based on their traditional criteria pollutant emissions, the permit must include a limit for greenhouse gases. In addition, the Court concluded that the rule was flawed because the EPA failed to identify a de minimis threshold for greenhouse gases below which Best Available Control Technology would not be required. The EPA has yet to set this threshold. This rule affects some of our and our customers’ largest new or modified facilities going forward.

Although it is not currently possible to predict how any proposed or future greenhouse gas legislation or regulation by Congress, the states or multi-state regions will impact our business, any legislation or regulation of greenhouse gas emissions that may be imposed in areas in which we conduct business could result in increased compliance costs or additional operating restrictions or reduced demand for our services, and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

The price of our common stock and the Partnership’s common units may be volatile.

Some of the factors that could affect the price of our common stock are quarterly increases or decreases in revenue or earnings, the amount of distributions we receive from the Partnership, the amount of dividend payments we make, changes in interest rates, changes in revenue or earnings estimates by the investment community and speculation in the press or investment community about our financial condition or results of operations. General market conditions and U.S. or international economic factors and political events unrelated to our performance may also affect our stock price. In addition, the price of our common stock may be impacted by changes in the value of our investment in and/or distributions from the Partnership. For these reasons, investors should not rely on recent trends in the price of our common stock to predict the future price of our common stock or our financial results.


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Our charter and bylaws contain provisions that may make it more difficult for a third party to acquire control of us, even if a change in control would result in the purchase of our stockholders’ shares of common stock at a premium to the market price or would otherwise be beneficial to our stockholders.

There are provisions in our restated certificate of incorporation and bylaws that may make it more difficult for a third party to acquire control of us, even if a change in control would result in the purchase of our stockholders’ shares of common stock at a premium to the market price or would otherwise be beneficial to our stockholders. For example, our restated certificate of incorporation authorizes the board of directors to issue preferred stock without stockholder approval. If our board of directors elects to issue preferred stock, it could be more difficult for a third party to acquire us. In addition, provisions of our restated certificate of incorporation and bylaws, such as limitations on stockholder actions by written consent and on stockholder proposals at meetings of stockholders, could make it more difficult for a third party to acquire control of us. Delaware corporation law may also discourage takeover attempts that have not been approved by the board of directors.

Item 1B.   Unresolved Staff Comments

None.

Item 2.   Properties

The following table describes the material facilities we owned or leased as of December 31, 2015:

Location
 
Status
 
Square Feet
 
Uses
Houston, Texas
 
Leased
 
140,848

 
Corporate office
Oklahoma City, Oklahoma
 
Leased
 
41,250

 
Contract operations and aftermarket services
Yukon, Oklahoma
 
Owned
 
72,000

 
Contract operations and aftermarket services
Belle Chase, Louisiana
 
Owned
 
35,000

 
Contract operations and aftermarket services
Casper, Wyoming
 
Owned
 
28,390

 
Contract operations and aftermarket services
Davis, Oklahoma
 
Owned
 
393,870

 
Contract operations and aftermarket services
Farmington, New Mexico
 
Owned
 
42,097

 
Contract operations and aftermarket services
Houma, Louisiana
 
Owned
 
60,000

 
Contract operations and aftermarket services
Kilgore, Texas
 
Owned
 
32,995

 
Contract operations and aftermarket services
Midland, Texas
 
Owned
 
53,300

 
Contract operations and aftermarket services
Midland, Texas
 
Owned
 
22,180

 
Contract operations and aftermarket services
Pampa, Texas
 
Leased
 
24,000

 
Contract operations and aftermarket services
Victoria, Texas
 
Owned
 
59,852

 
Contract operations and aftermarket services
Broussard, Louisiana
 
Owned
 
74,402

 
Contract operations and aftermarket services
 

Our executive offices are located at 16666 Northchase Drive, Houston, Texas 77060, and our telephone number is (281) 836-8000.


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Item 3.   Legal Proceedings

In 2011, the Texas Legislature enacted changes related to the appraisal of natural gas compressors for ad valorem tax purposes by expanding the definitions of “Heavy Equipment Dealer” and “Heavy Equipment” effective from the beginning of 2012 (the “Heavy Equipment Statutes”). Under the revised statutes, we believe we are a Heavy Equipment Dealer, that our natural gas compressors are Heavy Equipment and that we, therefore, are required to file our ad valorem tax renditions under this new methodology. We further believe that our natural gas compressors are taxable under the Heavy Equipment Statutes in the counties where we maintain a business location and keep natural gas compressors instead of where the compressors may be located on January 1 of a tax year. As a result of this new methodology, our ad valorem tax expense (which is reflected in our consolidated statements of operations as a component of cost of sales (excluding depreciation and amortization expense)) includes a benefit of $16.0 million during the year ended December 31, 2015. Since the change in methodology became effective in 2012, we have recorded an aggregate benefit of $44.0 million as of December 31, 2015. A large number of appraisal review boards denied our position, although some accepted it, and we filed 94 petitions for review in the appropriate district courts with respect to the 2012 tax year, 99 petitions for review in the appropriate district courts with respect to the 2013 tax year, 98 petitions for review in the appropriate district courts with respect to the 2014 tax year, and 90 petitions for review in the appropriate district courts with respect to the 2015 tax year.

To date, only five cases have advanced to the point of trial or submission of summary judgment motions on the merits, and only three cases have been decided, with two of the decisions having been rendered by the same presiding judge. All three of those decisions were appealed, and all three of the appeals have been decided by intermediate appellate courts.

On October 17, 2013, the 143rd Judicial District Court of Loving County, Texas ruled in EXLP Leasing LLC & EES Leasing LLC v. Loving County Appraisal District that our wholly owned subsidiary Archrock Services Leasing LLC, formerly known as EES Leasing LLC (“EES Leasing”), and Archrock Partners’ subsidiary Archrock Partners Leasing LLC, formerly known as EXLP Leasing LLC (“EXLP Leasing”), are Heavy Equipment Dealers and that their compressors qualify as Heavy Equipment, but the district court further held that the Heavy Equipment Statutes were unconstitutional as applied to EES Leasing’s and EXLP Leasing’s compressors. EXLP Leasing and EES Leasing appealed the district court’s constitutionality holding to the Eighth Court of Appeals in El Paso, Texas. On September 23, 2015, the Eighth Court of Appeals ruled in EES Leasing’s and EXLP Leasing’s favor by overruling the 143rd District Court’s constitutionality ruling. The Eighth Court of Appeals also ruled, however, that EES Leasing’s and EXLP Leasing’s natural gas compressors are taxable in the counties where they were located on January 1 of the tax year at issue.

On October 28, 2013, the 143rd Judicial District Court of Ward County, Texas ruled in EES Leasing LLC & EXLP Leasing LLC v. Ward County Appraisal District that EES Leasing and EXLP Leasing are Heavy Equipment Dealers and that their compressors qualify as Heavy Equipment, but the court held that the Heavy Equipment Statutes were unconstitutional as applied to their compressors. EES Leasing and EXLP Leasing appealed the district court’s constitutionality holding to the Eighth Court of Appeals in El Paso, Texas, and the Ward County Appraisal District cross-appealed the district court’s rulings that EES Leasing’s and EXLP Leasing’s compressors qualify as Heavy Equipment. On September 23, 2015, the Eighth Court of Appeals ruled in EES Leasing’s and EXLP Leasing’s favor by overruling the 143rd District Court’s constitutionality ruling and affirming its ruling that EES Leasing’s and EXLP Leasing’s compressors qualify as Heavy Equipment. The Eighth Court of Appeals also ruled, however, that EES Leasing’s and EXLP Leasing’s natural gas compressors are taxable in the counties where they were located on January 1 of the tax year at issue.

On March 18, 2014, the 10th Judicial District Court of Galveston, Texas ruled in EXLP Leasing LLC & EES Leasing LLC v. Galveston Central Appraisal District that EES Leasing and EXLP Leasing are Heavy Equipment Dealers and that their compressors qualify as Heavy Equipment, but the court held the Heavy Equipment Statutes unconstitutional as applied to their compressors. EES Leasing and EXLP Leasing appealed the district court’s constitutionality holding to the Fourteenth Court of Appeals in Houston, Texas. On August 25, 2015, the Fourteenth Court of Appeals issued a ruling stating that EES Leasing’s and EXLP Leasing’s compressors are taxable in the counties where they were located on January 1 of the tax year at issue, and it remanded the case to the district court for further evidence on the issue of whether the Heavy Equipment Statutes are constitutional as applied to EES Leasing’s and EXLP Leasing’s compressors. On November 24, 2015, EES Leasing and EXLP Leasing filed a petition asking the Texas Supreme Court to review this decision. On January 29, 2016, the Texas Supreme Court requested that Galveston Central Appraisal District file a response to EES Leasing’s and EXLP Leasing’s petition for review by February 29, 2016.


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In EES Leasing v. Irion County Appraisal District , EES Leasing and the appraisal district each filed motions for summary judgment in the 51st Judicial District Court of Irion County, Texas concerning the applicability and constitutionality of the Heavy Equipment Statutes. On May 20, 2014, the district court entered an order denying both motions for summary judgment, holding that a fact issue existed as to the applicability of the Heavy Equipment Statutes to the one compressor at issue. The presiding judge for the 51st District Court has since consolidated the 2012 tax year case with EES Leasing’s 2013 tax year case, which also included EXLP Leasing as a party. On August 27, 2015, the presiding judge abated the combined case, EES Leasing LLC and EXLP Leasing LLC v. Irion County Appraisal District , until the final resolution of the appellate cases considering the constitutionality of the Heavy Equipment Statutes, or further order of the court.

EES Leasing and EXLP Leasing also filed a motion for summary judgment in EES Leasing LLC & EXLP Leasing LLC v. Harris County Appraisal District , pending in the 189th Judicial District Court of Harris County, Texas. The court heard arguments on the motion on December 6, 2013 but has yet to rule. No trial date has been set.

On June 3, 2015, the Fourth Court of Appeals in San Antonio, Texas issued a decision reversing the 406th District Court’s dismissal of EES Leasing’s and EXLP Leasing’s tax appeals for want of jurisdiction. In EXLP Leasing LLC et. al v. Webb County Appraisal District , United Independent School District (“United ISD”) intervened as a party in interest and sought to dismiss the lawsuit arguing that the district court was without jurisdiction to hear the appeal. Under Section 42.08(b) of the Texas Tax Code, a property owner must pay before the delinquency date the lesser of (1) the amount of taxes due on the portion of the taxable value of the property that is not in dispute or (2) the amount of taxes due on the property under the order from which the appeal is taken. EES Leasing and EXLP Leasing paid zero taxes to Webb County because the entire amount of tax assessed by Webb County was in dispute. Instead, EES Leasing and EXLP Leasing paid taxes on the compressors at issue to Victoria County, where they maintain their place of business and keep natural gas compressors, which we believe is where the compressors are taxable under the Heavy Equipment Statutes and Texas Comptroller forms. The Webb County Appraisal District and United ISD contested EES Leasing’s and EXLP Leasing’s position, arguing that taxes are payable to the county where each compressor is located as of January 1 of the tax year at issue. The district court granted United ISD’s motion to dismiss on April 1, 2014 and declined EES Leasing’s and EXLP Leasing’s motion to reconsider. The Fourth Court of Appeals reversed, holding that, based on the plain meaning of Section 42.08(b)(1), and because the entire amount was in dispute, EES Leasing and EXLP Leasing were not required to prepay disputed taxes to invoke the trial court’s jurisdiction. The Fourth Court of Appeals denied United ISD’s request for a rehearing. On September 29, 2015, United ISD filed a petition for review in the Texas Supreme Court. On December 4, 2015, the Texas Supreme Court denied United ISD’s petition for review.

United ISD has four delinquency lawsuits pending against EES Leasing and EXLP Leasing in the 49th District Court of Webb County, Texas. The cases have been abated pending the resolution of EES Leasing’s and EXLP Leasing’s 2012 tax year case pending in the 406th Judicial District Court of Webb County, Texas.

We continue to believe that the revised statutes are constitutional as applied to natural gas compressors and that under the revised statutes our natural gas compressors are taxable in the counties where we maintain a business location and keep natural gas compressors. Recognizing the similarity of the issues and that these cases will ultimately be resolved by the Texas appellate courts, we have reached, or intend to reach, agreements with some of the appraisal districts to stay or abate certain of these pending 2012, 2013, 2014, and 2015 district court cases. Please see Note 20 (“Commitments and Contingencies”) to our Financial Statements included in this report for a discussion of our ad valorem tax expense and benefit relating to the Heavy Equipment Statutes, which is incorporated by reference into this Item 3.

In the ordinary course of business, we are also involved in various other 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 any of these other actions will not have a material adverse 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 adverse effect on our consolidated financial position, results of operations or cash flows. In addition, because we are a smaller and less diversified business following the Spin-off, certain legal proceedings may have greater impact on our business following the Spin-off than they did before the Spin-off.

Item 4.   Mine Safety Disclosures

Not applicable.


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PART II

Item 5.   Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is traded on the New York Stock Exchange under the symbol “AROC.” The following table sets forth the range of high and low sale prices for our common stock for the periods indicated.

 
Price Range
 
High
 
Low
Year Ended December 31, 2014
 

 
 

First Quarter
$
44.66

 
$
33.42

Second Quarter
$
45.90

 
$
40.81

Third Quarter
$
47.01

 
$
41.16

Fourth Quarter
$
45.35

 
$
30.58

Year Ended December 31, 2015
 

 
 

First Quarter
$
34.23

 
$
26.24

Second Quarter
$
37.71

 
$
30.14

Third Quarter
$
32.94

 
$
16.68

Fourth Quarter (1)
$
24.05

 
$
7.12

 

(1)  
Stock prices reflect the consummation of the Spin-off in the fourth quarter of 2015.

On February 18, 2016, the closing price of our common stock was $4.31 per share. As of February 11, 2016, there were approximately 1,283 holders of record of our common stock.

We had not paid any cash dividends on our common stock since our formation through the year ended December 31, 2013 . During 2015 and 2014 , our board of directors declared and paid quarterly cash dividends of $0.15 per share of common stock to our stockholders. The following table sets forth dividends declared and paid during 2015 and 2014 per common share:

Declaration Date
 
Payment Date
 
Dividends per
Common Share
 
Total Dividends
February 25, 2014
 
March 28, 2014
 
$
0.15

 
$
10.0
 million
April 29, 2014
 
May 16, 2014
 
0.15

 
10.0
 million
July 31, 2014
 
August 18, 2014
 
0.15

 
10.0
 million
October 30, 2014
 
November 17, 2014
 
0.15

 
10.3
 million
January 30, 2015
 
February 17, 2015
 
0.15

 
10.3
 million
April 28, 2015
 
May 18, 2015
 
0.15

 
10.4
 million
July 30, 2015
 
August 18, 2015
 
0.15

 
10.5
 million
October 18, 2015
 
October 30, 2015
 
0.15

 
10.4
 million

On January 26, 2016, our board of directors declared a quarterly dividend of $0.1875 per share of common stock which was paid on February 16, 2016 to stockholders of record at the close of business on February 9, 2016. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our board of directors and will be dependent upon our financial condition and results of operations, credit and loan agreements in effect at that time and other factors deemed relevant by our board of directors.

For disclosures regarding securities authorized for issuance under equity compensation plans, see Part III, Item 12 (“Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters”) of this Annual Report on Form 10-K.


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The performance graph below shows the cumulative total stockholder return on our common stock, compared with the S&P 500 Composite Stock Price Index (the “S&P 500 Index”) and the Oilfield Service Index (the “OSX”) over the five-year period beginning on December 31, 2009. The results are based on an investment of $100 in each of our common stock, the S&P 500 Index and the OSX. The graph assumes the reinvestment of dividends and adjusts all closing prices and dividends for stock splits.

Comparison of Five Year Cumulative Total Return

The performance graph shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual Report on Form 10-K into any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent that we specifically incorporate this information by reference, and shall not otherwise be deemed filed under those Acts.


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Unregistered Sales of Equity Securities and Use of Proceeds

None.

Repurchase of Equity Securities

The following table summarizes our repurchases of equity securities during the three months ended December 31, 2015:

Period
 
Total Number of
Shares Repurchased
(1)
 
Average
Price Paid
Per Unit
 
Total Number of Shares
Purchased as Part of
Publicly Announced
Plans or Programs
 
Maximum Number of Shares
yet to be Purchased Under the
Publicly Announced Plans or
Programs
October 1, 2015- October 31, 2015
 

 
$

 
N/A
 
N/A
November 1, 2015 - November 30, 2015
 
14,767

 
12.62

 
N/A
 
N/A
December 1, 2015 - December 31, 2015
 
3,519

 
7.82

 
N/A
 
N/A
Total
 
18,286

 
$
11.70

 
N/A
 
N/A

(1)  
Represents shares withheld to satisfy employees’ tax withholding obligations in connection with vesting of restricted stock awards during the period.


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Table of Contents


Item 6.   Selected Financial Data

The table below shows certain selected financial data for Archrock for each of the five years in the period ended December 31, 2015 , which has been derived from our audited Financial Statements. As discussed in Note 2 (“Discontinued Operations”) to our Financial Statements, the results from continuing operations for all periods presented exclude the results of the Spin-off of Exterran Corporation and the contract water treatment business. Those results are reflected in discontinued operations for all periods presented. The following information should be read together with Management’s Discussion and Analysis of Financial Condition and Results of Operations and the Financial Statements contained in this Annual Report on Form 10-K (in thousands, except per share data):

 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Statement of Operations Data:
 
 
 

 
 

 
 

 
 

Revenues
$
998,108

 
$
959,153

 
$
862,772

 
$
836,824

 
$
779,856

Gross margin (1)
503,062

 
454,760

 
391,794

 
355,804

 
304,535

Selling, general and administrative
131,919

 
132,651

 
118,851

 
127,900

 
107,136

Depreciation and amortization
229,127

 
212,268

 
187,476

 
181,678

 
178,492

Long-lived asset impairment (2)
124,979

 
42,828

 
16,696

 
131,417

 
5,716

Restructuring charges (3)
4,745

 
5,394

 

 
2,579

 
4,463

Goodwill impairment (4)
3,738

 

 

 

 
31,994

Interest expense
107,617

 
112,273

 
112,194

 
129,058

 
145,100

Debt extinguishment costs
9,201

 

 

 

 

Other (income) expense, net
(2,079
)
 
(5,475
)
 
(22,535
)
 
(5,132
)
 
(5,284
)
Provision for (benefit from) income taxes
53,189

 
(28,066
)
 
(17,840
)
 
(77,034
)
 
(50,379
)
Loss from continuing operations
(159,374
)
 
(17,113
)
 
(3,048
)
 
(134,662
)
 
(112,703
)
Net income (loss) from discontinued operations, net of tax (5)
60,408

 
142,995

 
158,790

 
97,493

 
(226,915
)
Net income (loss) attributable to noncontrolling interest
6,852

 
27,716

 
32,578

 
2,317

 
990

Net income (loss) attributable to Archrock stockholders
(105,818
)
 
98,166

 
123,164

 
(39,486
)
 
(340,608
)
Loss from continuing operations attributable to Archrock stockholders per common share:
 
 
 
 
 
 
 
 
 
Basic
$
(2.44
)
 
$
(0.68
)
 
$
(0.55
)
 
$
(2.16
)
 
$
(1.82
)
Diluted
$
(2.44
)
 
$
(0.68
)
 
$
(0.55
)
 
$
(2.16
)
 
$
(1.82
)
Weighted average common shares outstanding used in income (loss) per common share:
 
 
 

 
 

 
 

 
 

Basic
68,433

 
66,234

 
64,454

 
63,436

 
62,624

Diluted
68,433

 
66,234

 
64,454

 
63,436

 
62,624

Other Financial Data:
 
 
 

 
 

 
 

 
 

EBITDA, as adjusted (6)
$
373,222

 
$
330,055

 
$
295,724

 
$
233,036

 
$
202,683

Capital expenditures:
 
 
 

 
 

 
 

 
 

Contract Operations Equipment:
 
 
 

 
 

 
 

 
 

Growth (7)
$
154,500

 
$
291,781

 
$
194,727

 
$
153,890

 
$
97,140

Maintenance (8)
$
75,044

 
71,767

 
73,606

 
77,678

 
76,108

Other
26,598

 
20,293

 
23,197

 
32,373

 
16,355

Dividends declared and paid per common share
$
0.60

 
$
0.60

 
$

 
$

 
$

Balance Sheet Data:
 
 
 

 
 

 
 

 
 

Cash and cash equivalents
$
1,563

 
$
378

 
$
471

 
$
434

 
$
449

Working capital (9)
150,199

 
575,737

 
464,180

 
376,350

 
420,273

Property, plant and equipment, net
2,267,788

 
2,372,081

 
1,855,076

 
1,807,691

 
1,901,026

Total assets
2,706,763

 
4,926,839

 
4,244,007

 
4,294,010

 
4,434,214

Long-term debt
1,588,465

 
2,025,795

 
1,500,616

 
1,564,923

 
1,772,899

Total Archrock stockholder’s equity
733,910

 
1,797,260

 
1,662,090

 
1,478,613

 
1,437,236


(1)  
Gross margin, a non-GAAP financial measure, is defined, reconciled to net income (loss) and discussed further below under “Non-GAAP Financial Measures.”

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(2)  
For a discussion of long-lived asset impairment, see Note 12 (“Long-Lived Asset Impairment”) to our Financial Statements.

(3)  
For a discussion of restructuring charges, see Note 13 (“Restructuring Charges”) to our Financial Statements.

(4)  
For a discussion of goodwill impairment, see Note 6 (“Goodwill”) to our Financial Statements.

(5)  
For a discussion of discontinued operations, see Note 2 (“Discontinued Operations”) to our Financial Statements.

(6)  
EBITDA, as adjusted, a non-GAAP financial measure, is defined, reconciled to net income (loss) and discussed further below under “Non-GAAP Financial Measures.”

(7)  
Growth capital expenditures are made to expand or to replace partially or fully depreciated assets or to expand the operating capacity or revenue of existing or new assets, whether through construction, acquisition or modification. The majority of our growth capital expenditures are related to the acquisition cost of new compressor units that we add to our fleet. In addition, growth capital expenditures can also include the upgrading of major components on an existing compressor unit where the current configuration of the compressor unit is no longer in demand and the compressor unit is not likely to return to an operating status without the capital expenditures. These latter expenditures substantially modify the operating parameters of the compressor unit such that it can be used in applications that it previously was not suited for.

(8)  
Maintenance capital expenditures are made to maintain the existing operating capacity of our assets and related cash flows further extending the useful lives of the assets. Maintenance capital expenditures are related to the major overhauls of significant components of a compressor unit, such as the engine, compressor and cooler, that return the components to a like new condition, but do not modify the applications that the compressor unit was designed for.

(9)  
Working capital is defined as current assets minus current liabilities.

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 to evaluate 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 our selling, general and administrative activities (“SG&A”) activities, the impact of our financing methods and income taxes. Depreciation and amortization 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 statements 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 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.


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

 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Net income (loss)
$
(98,966
)
 
$
125,882

 
$
155,742

 
$
(37,169
)
 
$
(339,618
)
Selling, general and administrative
131,919

 
132,651

 
118,851

 
127,900

 
107,136

Depreciation and amortization
229,127

 
212,268

 
187,476

 
181,678

 
178,492

Long-lived asset impairment
124,979

 
42,828

 
16,696

 
131,417

 
5,716

Restructuring charges
4,745

 
5,394

 

 
2,579

 
4,463

Goodwill impairment
3,738

 

 

 

 
31,994

Interest expense
107,617

 
112,273

 
112,194

 
129,058

 
145,100

Debt extinguishment costs
9,201

 

 

 

 

Other (income) expense, net
(2,079
)
 
(5,475
)
 
(22,535
)
 
(5,132
)
 
(5,284
)
Provision for (benefit from) income taxes
53,189

 
(28,066
)
 
(17,840
)
 
(77,034
)
 
(50,379
)
(Income) loss from discontinued operations, net of tax
(60,408
)
 
(142,995
)
 
(158,790
)
 
(97,493
)
 
226,915

Gross margin
$
503,062

 
$
454,760

 
$
391,794

 
$
355,804

 
$
304,535


We define EBITDA, as adjusted, 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, restructuring charges, expensed acquisition costs and other items. 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 discontinued operations, our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, impairment charges, restructuring charges, expensed acquisition costs and other items. 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.

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):

 
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011
Net income (loss)
$
(98,966
)
 
$
125,882

 
$
155,742

 
$
(37,169
)
 
$
(339,618
)
(Income) loss from discontinued operations, net of tax
(60,408
)
 
(142,995
)
 
(158,790
)
 
(97,493
)
 
226,915

Depreciation and amortization
229,127

 
212,268

 
187,476

 
181,678

 
178,492

Long-lived asset impairment
124,979

 
42,828

 
16,696

 
131,417

 
5,716

Restructuring charges
4,745

 
5,394

 

 
2,579

 
4,463

Goodwill impairment
3,738

 

 

 

 
31,994

Debt extinguishment costs
9,201

 

 

 

 

Interest expense
107,617

 
112,273

 
112,194

 
129,058

 
145,100

Expensed acquisition costs

 
2,471

 
246

 

 

Provision for (benefit from) income taxes
53,189

 
(28,066
)
 
(17,840
)
 
(77,034
)
 
(50,379
)
EBITDA, as adjusted
$
373,222

 
$
330,055

 
$
295,724

 
$
233,036

 
$
202,683



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Item 7.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Financial Statements, the notes thereto, and the other financial information appearing elsewhere in this Annual Report on Form 10-K. The following discussion includes forward-looking statements that involve certain risks and uncertainties. See Part I “Disclosure Regarding Forward-Looking Statements” and Part I, Item 1A “Risk Factors” in this Annual Report on Form 10-K.

Overview

We are a pure play U.S. natural gas contract operations services business and the leading provider of natural gas compression services to customers in the oil and natural gas industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. Our services are essential to the production, processing, transportation and storage of natural gas and are provided primarily to producers and distributors of oil and natural gas. Our geographic business unit operating structure, technically experienced personnel and large fleet of natural gas compression equipment enable us to provide reliable contract operations services to our customers throughout the U.S.

Our revenues and income are derived from two primary business segments:

Contract Operations.  As of December 31, 2015, our contract operations business was largely comprised of our significant equity investment in Archrock Partners, L.P. and its subsidiaries, in addition to our owned fleet of natural gas compression equipment that we use to provide operations services to our customers.

Aftermarket Services.  Our aftermarket services business provides a full range of services to support the compression needs of customers. We sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression equipment.

Archrock Partners, L.P.

We have a significant equity interest in the Partnership, a master limited partnership that provides natural gas contract operations services to customers throughout the U.S. As of December 31, 2015, public unitholders held a 59% ownership interest in the Partnership and we owned the remaining equity interest, including all of the general partner interest and incentive distribution rights. 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 contract operations business and we may grow the Partnership through third-party acquisitions, organic growth and the future transfer by us of additional contract operations customer contracts and equipment to the Partnership in exchange for cash, the Partnership’s assumption of our debt and/or additional equity interests in the Partnership. As of December 31, 2015, the Partnership’s fleet included 6,494 compressor units comprising approximately 3.3 million horsepower, or 83% of our and the Partnership’s combined total U.S. horsepower.

On April 17, 2015, at the closing of the April 2015 Contract Operations Acquisition, we sold to the Partnership contract operations customer service agreements with 60 customers and a fleet of 238 compressor units used to provide compression services under those agreements, comprising approximately 148,000 horsepower, or 3% (of then available horsepower) of the combined contract operations business of the Partnership and us. The assets sold to the Partnership also included 179 compressor units, comprising approximately 66,000 horsepower, previously leased by us to the Partnership. Total consideration for the transaction was approximately $102.3 million, excluding transaction costs, and consisted of the Partnership’s issuance to us of approximately 4.0 million common units and approximately 80,000 general partner units. Based on the terms of the contribution, conveyance and assumption agreement relating to the acquisition, the common units and general partner units, including incentive distribution rights, we received in this transaction were not entitled to receive a cash distribution relating to the quarter ended March 31, 2015. We refer to this acquisition as the “April 2015 Contract Operations Acquisition.”

On August 8, 2014, the Partnership completed an acquisition of natural gas compression assets, including a fleet of 162 compressor units, comprising approximately 110,000 horsepower from MidCon Compression, L.L.C. (“MidCon”) for $130.1 million. The majority of the horsepower acquired is utilized under a five-year contract operations services agreement with BHP Billiton Petroleum (“BHP Billiton”), which expires in March 2019, to provide compression services. In accordance with the terms of the purchase and sale agreement relating to this acquisition, the Partnership directed MidCon to sell a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory to one of our wholly-owned subsidiaries, for $4.1 million. These assets are used in conjunction with the compression units the Partnership acquired from MidCon to provide compression services. We refer to the acquisition of these assets by the Partnership and our wholly-owned subsidiary as the “August 2014 MidCon Acquisition.”

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On April 10, 2014, the Partnership completed an acquisition of natural gas compression assets, including a fleet of 337 compressor units, comprising approximately 444,000 horsepower from MidCon for $352.9 million. The compressor units were previously used by MidCon to provide compression services to a subsidiary of Access Midstream Partners L.P. (“Access”). Effective as of the closing of the acquisition, the Partnership and Access entered into a seven-year contract operations services agreement under which the Partnership provides compression services to Access which, following its February 2015 merger with Williams Partners L.P., was renamed Williams Partners L.P. (“Williams Partners”). In accordance with the terms of the purchase and sale agreement relating to this acquisition, the Partnership directed MidCon to sell a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory to one of our wholly-owned subsidiaries for $7.7 million. These assets are used in conjunction with the compression units the Partnership acquired from MidCon to provide compression services. We refer to the acquisition of these assets by the Partnership and our wholly-owned subsidiary as the “April 2014 MidCon Acquisition.”

Spin-off Transaction

On November 3, 2015 (the “Distribution Date”), we completed the spin-off (the “Spin-off”) of our international contract operations, international aftermarket services and global fabrication businesses into a standalone public company operating as Exterran Corporation. To effect the Spin-off, we distributed on the Distribution Date, on a pro rata basis, all of the shares of Exterran Corporation common stock to our stockholders as of October 27, 2015 (the “Record Date”). Archrock stockholders received one share of Exterran Corporation common stock for every two shares of our common stock held at the close of business on the Record Date. Upon the completion of the Spin-off, we were renamed “Archrock, Inc.” and, on November 4, 2015, the ticker symbol for our common stock on the New York Stock Exchange was changed to “AROC.” Following the completion of the Spin-off, we and Exterran Corporation are independent, publicly traded companies with separate public ownership, board of directors and management, and we continue to own and operate the U.S. contract operations and aftermarket services businesses that we previously owned. Additionally, we continue to hold our interests in the Partnership. Effective on November 3, 2015, the Partnership was renamed “Archrock Partners, L.P.,” and, on November 4, 2015, the ticker symbol for its common units on the Nasdaq Global Select Market was changed to “APLP.”

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

Separation and Distribution Agreement . Our separation and distribution agreement with Exterran Corporation contains the key provisions relating to the separation of our business from Exterran Corporation’s business. The separation and distribution agreement identifies the assets and rights that were transferred, liabilities that were assumed or retained and contracts and related matters that were assigned to us or Exterran Corporation in the Spin-off and describes how these transfers, assumptions and assignments occurred. In addition, the separation and distribution agreement contains certain noncompetition provisions addressing restrictions for three years after the Spin-off on Exterran Corporation’s ability to provide contract operations and aftermarket services in the United States and on our ability to provide contract operations and aftermarket services outside of the United States and to provide products for sale worldwide that compete with Exterran Corporation’s product sales business, subject to certain exceptions. Additionally, the separation and distribution agreement specifies our right to receive payments from a subsidiary of Exterran Corporation based on a notional amount corresponding to payments received by Exterran Corporation’s subsidiaries from PDVSA Gas, a subsidiary of Petroleos de Venezuela, S.A. (“PDVSA”), in respect of the sale of Exterran Corporation’s subsidiaries’ and joint ventures’ previously nationalized assets.

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

Employee Matters Agreement. Our employee matters agreement with Exterran Corporation governs the allocation of liabilities and responsibilities between us and Exterran Corporation relating to employee compensation and benefit plans and programs, including the treatment of retirement, health and welfare plans and equity and other incentive plans and awards.


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Transition Services Agreement. Our transition services agreement with Exterran Corporation sets forth the terms on which Exterran Corporation will provide to us, and we will provide to Exterran Corporation, on a temporary basis, certain services or functions that the companies historically have shared, including accounting, administrative, payroll, human resources, environmental health and safety, real estate, fleet, financial audit support, legal, tax, treasury and other support and corporate services.

Supply Agreement. Our supply agreement with Exterran Corporation sets forth the terms under which Exterran Corporation will provide manufactured equipment, including the design, engineering, manufacturing and sale of natural gas compression equipment, on an exclusive basis to us and the Partnership.

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

Services Agreements. Our services agreements with Exterran Corporation set forth the terms under which Exterran Corporation will provide us (or our customers on our behalf) with engineering, preservation and installation and commissioning services and we will provide Exterran Corporation (or its customers on its behalf) with make-ready, parts sales, preservation and installation and commissioning services.

Exterran Corporation’s capital structure includes a new $925.0 million credit facility, consisting of a $680.0 million revolving credit facility and a $245.0 million term loan facility (collectively, the “Exterran Corporation Credit Facility”) that became available on November 3, 2015. Exterran Corporation transferred the net proceeds from the borrowings under the Exterran Corporation Credit Facility to us to allow for our repayment of a portion of our indebtedness prior to the Spin-off. Our capital structure includes a new $350.0 million revolving credit facility that became available on November 3, 2015.

Results of operations for Exterran Corporation have been classified as discontinued operations in all periods presented in this Annual Report on Form 10-K. For additional information, see Note 2 (“Discontinued Operations”) to our Financial Statements within Part IV, Item 15 “Exhibits and Financial Statement Schedules” in this Annual Report on Form 10-K.

Trends and Outlook

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 in the U.S. 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. Oil and natural gas prices and the level of drilling and exploration activity can be volatile. For example, oil and natural gas exploration and development activity and the number of well completions typically decline when there is a significant reduction in oil and natural gas prices or significant instability in energy markets. Our revenue, earnings and financial position are affected by, among other things, market conditions that impact demand and pricing for natural gas compression, our customers’ decisions between using our services or our competitors’ services, our customers’ decisions regarding whether to own and operate the equipment themselves and the timing and consummation of any acquisition of additional contract operations customer service agreements and equipment from third parties. Although we believe our business is typically less impacted by commodity prices than certain other oil and natural gas service providers, changes in oil and natural gas exploration and production spending normally result in changes in demand for our services.

Natural gas consumption in the U.S. for the twelve months ended November 30, 2015 increased by approximately 2% to approximately 27,551 Bcf compared to approximately 26,931 Bcf for the twelve months ended November 30, 2014. The U.S. Energy Information Administration (“EIA”) forecasts that total U.S. natural gas consumption will increase by 1.5% in 2016 compared to 2015. The EIA estimates that the U.S. natural gas consumption level will be approximately 30 Tcf in 2040, or 16% of the projected worldwide total of approximately 185 Tcf.

Natural gas marketed production in the U.S. for the twelve months ended November 30, 2015 increased by approximately 6% to 28,849 Bcf compared to 27,096 Bcf for the twelve months ended November 30, 2014. The EIA forecasts that total U.S. natural gas marketed production will increase by 0.7% in 2016 compared to 2015. The EIA estimates that the U.S. natural gas production level will be approximately 33 Tcf in 2040, or 18% of the projected worldwide total of approximately 187 Tcf.


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Historically, oil and natural gas prices in the U.S. have been volatile. For example, the Henry Hub spot price for natural gas was $2.28 per MMBtu at December 31, 2015 , which was approximately 8% and 27% lower than prices at September 30, 2015 and December 31, 2014, respectively, and the U.S. natural gas liquid composite price was $4.72 per MMBtu for the month of November 2015, which was approximately 3% and 16% lower than the price for the months of September 2015 and December 2014, respectively. These price declines have caused many companies to reduce their natural gas drilling and production activities, particularly in more mature and predominantly dry gas areas and shale plays in the U.S., where we provide a significant amount of contract operations services, which led to a decline in our contract operations business during 2015. These price declines are expected to lead to a continued decrease in capital investment and in the number of new gas wells being drilled in 2016 by exploration and production companies. In addition, the West Texas Intermediate crude oil spot price was $37.13 per barrel at December 31, 2015 which was approximately 18% and 31% lower than prices at September 30, 2015 and December 31, 2014 , respectively, which is expected to lead to a continued decrease in capital investment and in the number of new oil wells being drilled in 2016 by exploration and production companies. Because we provide a significant amount of contract operations services related to the production of associated gas from oil wells and the use of gas lift to enhance production of oil from oil wells, our operations and our levels of operating horsepower are also impacted by crude oil drilling and production activity.

During periods of lower oil or natural gas prices, our customers may not be able to recover the full amount of their drilling and production costs in the regions in which we operate. As a result, our customers may cease production in existing wells and decline to drill new wells, which would lower their demand for our services. Additionally, some of our midstream customers may provide their gathering, transportation and related services to a limited number of companies in the oil and gas production business. The loss by these midstream customers of their key customers could reduce demand for their services and result in a deterioration of their financial condition, which would in turn decrease their demand for our services. A reduction in the demand for our services could result in our customers seeking to preserve capital by canceling contracts, canceling or delaying scheduled maintenance of their existing equipment or determining not to enter into new contract operations service contracts, which could force us to reduce our pricing substantially. As a result of the significant decline in oil and natural gas prices since the third quarter of 2014, U.S. producers reduced their capital budgets for 2015 and research analysts are forecasting declines in U.S. capital spending for drilling activity in 2016. In 2015, we experienced an operating horsepower decline. Due to the expected continued decrease in customer spending in 2016 and the expectation that customers will cease production from wells that are uneconomic for them to produce, we anticipate lower demand for our services during 2016 than in 2015. As a result, we expect continued operating horsepower declines in 2016 and we may also experience increased pricing pressure on the services we provide during 2016, which is expected to result in a decline in our contract operations business in 2016. We also anticipate investing less capital in new fleet units in 2016 than we did in 2015.

We may contribute additional contract operations customer contracts and equipment to the Partnership in the future in exchange for cash, the Partnership’s assumption of our debt and/or our receipt of additional interests in the Partnership. Any such transaction depends on, among other things, market and economic conditions, our ability to agree with the Partnership regarding the terms of any purchase and the availability to the Partnership of debt and equity capital on reasonable terms.


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Certain Key Challenges and Uncertainties

Market conditions in the oil and natural gas industry and competition in the natural gas compression industry continue to represent key challenges and uncertainties. In addition to these challenges, we believe the following represent some of the key challenges and uncertainties we will face in the near future:

U.S. Market and Oil and Natural Gas Pricing. 

Historically, oil and natural gas prices in the U.S. have been volatile, and they have declined significantly since the third quarter of 2014. As a result of this significant decline in oil and natural gas prices, U.S. producers reduced their capital budgets for 2015 and research analysts are forecasting declines in U.S. capital spending for drilling activity in 2016. During periods of lower oil or natural gas prices, our customers may not be able to recover the full amount of their drilling and production costs in the regions in which we operate. As a result, our customers may cease production in existing wells and decline to drill new wells, which would lower their demand for our services. Additionally, some of our midstream customers may provide their gathering, transportation and related services to a limited number of companies in the oil and gas production business. The loss by these midstream customers of their key customers could reduce demand for their services and result in a deterioration of their financial condition, which would in turn decrease their demand for our services. A reduction in the demand for our services could result in our customers seeking to preserve capital by canceling contracts, canceling or delaying scheduled maintenance of their existing equipment or determining not to enter into new contract operations service contracts, which could lead to a reduction in our business activity levels and our pricing. Many of our contracts with customers have short initial terms and are typically cancelable on short notice after the initial term, and we cannot be certain that these contracts will be extended or renewed after the end of the initial contractual term. In 2015, we experienced an operating horsepower decline. Due to the expected continued decrease in customer spending in 2016, we anticipate lower demand for our services during 2016 than in 2015. As a result, we expect continued operating horsepower declines in 2016 and we may also experience increased pricing pressure on the services we provide during 2016, which is expected to result in a decline in our contract operations business in 2016.

In addition, during times when the oil or natural gas markets weaken, our customers are more likely to experience a downturn in their financial condition. In the event of the financial failure of a customer, we could experience a loss on all or a portion of our outstanding accounts receivable associated with that customer.

Dependence on the Partnership. To generate the funds necessary to meet our obligations, fund our business and pay dividends, we depend heavily on the cash flows and distributions attributable to our ownership interest in the Partnership. Our ownership interest in the Partnership, including our limited partner interest, general partner interest and incentive distribution rights in the Partnership, is currently our largest cash-generating asset. As a result, our cash flow is heavily dependent upon the ability of the Partnership to make distributions to its partners. Due to the expected continued decrease in customer spending in 2016 and the expectation that customers will cease production from wells that are uneconomic for them to continue to produce, we anticipate lower demand for the Partnership’s contract operations services during 2016 than in 2015. As a result, we expect the Partnership to experience operating horsepower declines in 2016 and it may also experience increased pricing pressure on the services it provides during 2016, which is expected to result in a decline in the Partnership’s contract operations business in 2016. A decline in the Partnership’s business or revenues or increases in its expenses, principal and interest payments under existing and future debt instruments, working capital requirements or other cash needs could limit the amount of cash the Partnership has available to distribute to its unit holders, including us. A reduction in the amount of cash distributions we receive from the Partnership would reduce the amount of cash available to us for the payment of dividends, the payment of our debt and the funding of our business requirements.

Availability of External Sources of Capital. We may not be able to maintain or grow our asset and customer base unless we have access to sufficient capital to purchase additional compression equipment. Historically, we have financed acquisitions, operating expenditures and capital expenditures with a combination of cash provided by operating and financing activities. However, to the extent we are unable to finance our operating expenditures, capital expenditures, scheduled interest and debt repayments and any future dividends with net cash provided by operating activities and borrowings under our credit facility, we may require additional capital. Recent instability in the capital markets (both generally and in the oil and gas industry in particular) could limit our ability to access the capital markets to raise debt or equity capital on affordable terms or to obtain additional financing. If we are not successful in raising capital within the time period required or at all, we may not be able to grow or maintain our business.


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Cost Management. In January 2016, we determined to undertake a cost reduction program to reduce our on-going operating expenses in light of current and expected activity levels. This cost reduction program is intended to help mitigate the impact of the anticipated overall decline in our contract operations business during 2016 as a result of the low commodity price environment. However, achieving significant cost reductions will be challenging, and there is no guarantee that our cost reduction program will result in a reduction in our operating expenses or offset any declines in revenue.

Personnel, Hiring, Training and Retention.   We believe that our ability to hire, train and retain qualified personnel will continue to be important. Although we have been able to satisfy our personnel needs thus far, retaining employees in our industry continues to be a challenge. Additionally, following the closing of the Spin-off, certain of our key personnel became employees of Exterran Corporation. Our ability to grow and to continue our current level of service to our customers will depend in part on our success in hiring, training and retaining our employees.

Summary of Results

As discussed in Note 2 (“Discontinued Operations”) to our Financial Statements, the results from continuing operations for all periods presented exclude the results of Exterran Corporation and our contract water treatment business. Those results are reflected in discontinued operations for all periods presented.

Net Income (loss) attributable to Archrock stockholders.   We generated net loss attributable to Archrock stockholders of $105.8 million during the year ended December 31, 2015 and net income attributable to Archrock Stockholders of $98.2 million and $123.2 million during the years ended December 31, 2014 and 2013 , respectively. The net loss attributable to Archrock stockholders during the year ended December 31, 2015 compared to the net income attributable to Archrock stockholders during the year ended December 31, 2014 was primarily due to an increase in income tax expense driven by a valuation allowance taken against foreign tax credits allocated to Exterran Corporation, an increase in long-lived asset impairment, a decrease in income from discontinued operations, net, and an increase in depreciation and amortization expense. These activities were partially offset by an increase in gross margin in our contract operations segment and a decrease in net income attributable to the noncontrolling interest. The decrease in net income attributable to Archrock stockholders during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to an increase in long-lived asset impairment, an increase in depreciation and amortization expense, an $18.4 million decrease in gain on sale of property, plant and equipment, a decrease in income from discontinued operations, net, an increase in SG&A expense and an increase in restructuring and other charges. These activities were partially offset by an increase in gross margin in our contract operations segment and an increase in benefit from income taxes.

EBITDA, as adjusted.   We define EBITDA, as adjusted, 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, restructuring charges, expensed acquisition costs and other items. 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 discontinued operations, our capital structure (interest expense from our outstanding debt), asset base (depreciation and amortization), tax consequences, impairment charges, restructuring charges, expensed acquisition costs and other items. 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.

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 measure 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.

Our EBITDA, as adjusted, was $373.2 million , $330.1 million and $295.7 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. EBITDA, as adjusted, during the year ended December 31, 2015 compared to the year ended December 31, 2014 increased primarily due to higher gross margin in our contract operations segment, partially offset by a $4.0 million decrease in gain on sale of property, plant and equipment. EBITDA, as adjusted, during the year ended December 31, 2014 compared to the year ended December 31, 2013 increased primarily due to higher gross margin in our contract operations segment, partially offset by an $18.4 million decrease in gain on sale of property, plant and equipment and an increase in SG&A expense. For a reconciliation of EBITDA, as adjusted, to net income (loss), its most directly comparable financial measure calculated and presented in accordance with GAAP, please read Part II, Item 6 (“Selected Financial Data — Non-GAAP Financial Measures”) of this Annual Report on Form 10-K.

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Results by Business Segment.   The following table summarizes revenue, gross margin and gross margin percentages for each of our business segments (dollars in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Revenue:
 

 
 

 
 

Contract Operations
$
781,166

 
$
729,103

 
$
627,844

Aftermarket Services
216,942

 
230,050

 
234,928

 
$
998,108

 
$
959,153

 
$
862,772

Gross Margin (1) :
 

 
 

 
 

Contract Operations
$
461,765

 
$
412,961

 
$
345,355

Aftermarket Services
41,297

 
41,799

 
46,439

 
$
503,062

 
$
454,760

 
$
391,794

Gross Margin percentage (2) :
 

 
 

 
 

Contract Operations
59
%
 
57
%
 
55
%
Aftermarket Services
19
%
 
18
%
 
20
%

(1)  
Defined as revenue less cost of sales, excluding depreciation and amortization expense. Gross margin, 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 Part II, Item 6 (“Selected Financial Data — Non-GAAP Financial Measures”) of this Annual Report on Form 10-K.

(2)  
Defined as gross margin divided by revenue.


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Operating Highlights

The following tables summarize our total available horsepower, total operating horsepower, average operating horsepower and horsepower utilization percentages (in thousands, except percentages):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Total Available Horsepower (at period end):
4,011

 
4,209

 
3,429

Total Operating Horsepower (at period end):
3,493

 
3,700

 
2,884

Average Operating Horsepower:
3,620

 
3,346

 
2,871

Horsepower Utilization (at period end):
87
%
 
88
%
 
84
%

The Year ended December 31, 2015 Compared to the Year ended December 31, 2014

Contract Operations
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2015
 
2014
Revenue
$
781,166

 
$
729,103

 
7
%
Cost of sales (excluding depreciation and amortization expense)
319,401

 
316,142

 
1
%
Gross margin
$
461,765

 
$
412,961

 
12
%
Gross margin percentage
59
%
 
57
%
 
2
%

The increase in revenue during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily attributable to an 8% increase in average operating horsepower, which included the assets acquired in the August 2014 MidCon Acquisition and the April 2014 MidCon Acquisition. Gross margin (defined as revenue less cost of sales, excluding depreciation and amortization expense) and gross margin percentage increased during the year ended December 31, 2015 compared to the year ended December 31, 2014 primarily due to the increase in revenue attributable to the increase in average operating horsepower explained above and a decrease of $9.7 million in lube oil expenses resulting from a decrease in commodity prices and efficiency gains in lube oil consumption in the current year, offset by an increase in cost of sales attributable to the increase in average operating horsepower. Gross margin, 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 Part II, Item 6 Selected Financial Data — Non GAAP Financial Measures to this Annual Report on Form 10-K.

Aftermarket Services
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2015
 
2014
Revenue
$
216,942

 
$
230,050

 
(6
)%
Cost of sales (excluding depreciation and amortization expense)
175,645

 
188,251

 
(7
)%
Gross margin
$
41,297

 
$
41,799

 
(1
)%
Gross margin percentage
19
%
 
18
%
 
1
 %
 

The decrease in revenue during the year ended December 31, 2015 compared to the year ended December 31, 2014 was due to a decrease in service activities. Gross margin and gross margin percentage remained relatively flat during the year ended December 31, 2015 compared to the year ended December 31, 2014.


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Costs and Expenses
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2015
 
2014
 
Selling, general and administrative
$
131,919

 
$
132,651

 
(1
)%
Depreciation and amortization
229,127

 
212,268

 
8
 %
Long-lived asset impairment
124,979

 
42,828

 
192
 %
Restructuring charges
4,745

 
5,394

 
(12
)%
Goodwill impairment
3,738

 

 
 %
Interest expense
107,617

 
112,273

 
(4
)%
Debt extinguishment costs
9,201

 

 
 %
Other (income) expense, net
(2,079
)
 
(5,475
)
 
(62
)%

SG&A expense during the year ended December 31, 2015 compared to the year ended December 31, 2014 remained relatively flat. SG&A as a percentage of revenue was 13% and 14% during the years ended December 31, 2015 and 2014, respectively.

Depreciation and amortization expense during the year ended December 31, 2015 compared to the year ended December 31, 2014 increased primarily due to an increase in property, plant and equipment and intangible assets additions, including the assets acquired in the August 2014 MidCon Acquisition and the April 2014 MidCon Acquisition.

During the year ended December 31, 2015 , we reviewed the future deployment of our idle compression assets used in our contract operations segment for units that were not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. Based on this review, we determined that approximately 900 idle compressor units totaling approximately 371,000 horsepower would be retired from the active fleet during the year ended December 31, 2015 . The retirement of these units from the active fleet triggered a review of these assets for impairment. As a result, we recorded a $111.7 million asset impairment to reduce the book value of each unit to its estimated fair value during the year ended December 31, 2015 . The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

In connection with our fleet review during the year ended December 31, 2015 , we evaluated for impairment idle units that had been culled from our fleet in prior years and were available for sale. Based upon that review, we reduced the expected proceeds from disposition for certain of the remaining units. This resulted in an additional impairment of $13.3 million during the year ended December 31, 2015 to reduce the book value of each unit to its estimated fair value.

During the year ended December 31, 2014 , we evaluated the future deployment of our idle fleet and determined to retire and either sell or re-utilize the key components of approximately 290 idle compressor units, representing approximately 112,000 horsepower, previously used to provide services in our contract operations segment. As a result, we performed an impairment review and recorded a $30.4 million asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

In connection with our fleet review during 2014 , we evaluated for impairment idle units that had been culled from our fleet in prior years and were available for sale. Based upon that review, we reduced the expected proceeds from disposition for certain of the remaining units. This resulted in an additional impairment of $11.7 million to reduce the book value of each unit to its estimated fair value.

During the year ended December 31, 2014 , we evaluated other long-lived assets for impairment and recorded long-lived asset impairments of $0.7 million on these assets.


50



As discussed in Note 2 (“Discontinued Operations”) to our Financial Statements, we completed the Spin-off of Exterran Corporation on November 3, 2015. During the year ended December 31, 2015 , we incurred $4.1 million of costs which were directly attributable to Archrock including retention and severance benefits and a non-cash inventory write-down. Non-cash inventory write-downs, which primarily related to the decentralization of shared inventory components between our contract operations business and the international contract operations business of Exterran Corporation, totaled $1.0 million . The costs related to the Spin-off have not been allocated to the segments because they primarily represent professional service fees within the corporate, finance and legal functions.

In the second quarter of 2015 we announced a cost reduction plan primarily focused on workforce reductions. During the year ended December 31, 2015 , we incurred $0.6 million of restructuring and other charges as a result of this plan primarily related to termination benefits. These charges are reflected as restructuring and other charges in our consolidated statement of operations.

In January 2014, we announced a plan to centralize our make-ready operations to improve the cost and efficiency of our shops and further enhance the competitiveness of our fleet of compressors. As part of this plan, we examined both recent and anticipated changes in the U.S. market, including the throughput demand of our shops and the addition of new equipment to our fleet. To better align our costs and capabilities with the current market, we determined to close several of our make-ready shops. The centralization of our make-ready operations was completed in the second quarter of 2014. During the year ended December 31, 2014, we incurred $5.4 million of restructuring charges primarily related to termination benefits and a non-cash write-down of inventory associated with the centralization of our make-ready operations. See Note 13 (“Restructuring Charges”) to our Financial Statements for further discussion of these charges.

Beginning in late 2014 and extending throughout 2015, the energy markets experienced a significant reduction in oil and natural gas prices which has had a significant impact on the financial performance and operating results of many oil and natural gas companies. Such declines accelerated in the fourth quarter of 2015, resulting in higher borrowing costs for companies and a substantial reduction in forecasted capital spending across the energy industry leading to lower projected growth rates over the short-term. Such declines impacted our future cash flow forecasts, our market capitalization, and the market capitalization of peer companies. We identified these conditions as a triggering event, which required us to perform a goodwill impairment test as of December 31, 2015. As of this filing, we have not completed the goodwill impairment analysis, due to the complexities involved in determining the implied fair value of goodwill in the second step of the goodwill impairment test. However, based on the work performed to date, we have concluded that an impairment is probable and can be reasonably estimated. Accordingly, we recorded a full impairment of our remaining goodwill in the fourth quarter of 2015 of $3.7 million. We expect to finalize the goodwill impairment analysis during the first quarter of 2016 and any resulting adjustment to the impairment will be recorded at that time.

The decrease in interest expense during the year ended December 31, 2015 compared to the year ended December 31, 2014 was due to a decrease in the average effective interest rate on our debt, partially offset by an increase in the average balance of long-term debt. The decrease in the average effective interest rate was primarily due to the redemption of $355.0 million aggregate principal amount of 4.25% convertible senior notes (the “4.25% Notes”), which including the debt discount had an effective interest rate of 11.67%, in the second quarter of 2014 with borrowings from our revolving credit facility.

The change in other (income) expense, net, during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to a $4.0 million decrease in gain on sale of property, plant and equipment partially offset by a decrease in expensed acquisition costs related to the August 2014 MidCon Acquisition and April 2014 MidCon Acquisition.

Income Taxes
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2015
 
2014
 
Provision for (benefit from) income taxes
$
53,189

 
$
(28,066
)
 
(290
)%
Effective tax rate
(50.1
)%
 
62.1
%
 
(112.2
)%


51



The increase in income tax expense during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily attributable to $90.8 million in tax expense recorded for the foreign tax credit write off and valuation allowances on the remaining foreign tax credits and state NOLs, which were allocated to Exterran Corporation upon completion of the Spin-off and a $3.0 million state tax benefit recognized during the year ended December 31, 2014 for amendments to prior years’ tax returns.

Discontinued Operations
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2015
 
2014
 
Income from discontinued operations, net of tax
$
60,408

 
$
142,995

 
(58
)%

Income from discontinued operations, net of tax, during the years ended December 31, 2015 and 2014 includes the results of the Exterran Corporation businesses for periods prior to the Spin-off on November 3, 2015 and results from our contract water treatment business.

As discussed in Note 2 (“Discontinued Operations”) to our Financial Statements, on November 3, 2015 we completed the Spin-off of Exterran Corporation. We generated income from discontinued operations, net of tax of $60.5 million and $143.5 million during the years ended December 31, 2015 and 2014, respectively, related to the operations of Exterran Corporation. The decrease in income from discontinued operations, net of tax is primarily due to a decrease in gross margin in all of Exterran Corporation’s segments, an increase in restructuring charges, including costs related to the Spin-off, an increase in foreign currency losses and an increase in long-lived asset impairment. These decreases were partially offset by decreases in SG&A, income tax and depreciation and amortization expense. All of these factors were impacted by the timing of the Spin-off of Exterran Corporation and partial year results in the current year.

The results of Exterran Corporation include its previously nationalized Venezuelan joint venture assets and Venezuelan subsidiary assets which were sold to PDVSA Gas in 2012. Exterran Corporation received installment payments, including an annual charge, totaling $71.8 million and $87.3 million during the years ended December 31, 2015 and 2014, respectively.

In December 2013, we abandoned our contract water treatment business as part of our continued emphasis on simplification and focus on our core businesses. We generated loss from discontinued operations, net of tax of $0.1 million and $0.5 million during the year ended December 31, 2015 and 2014, respectively related to our contract water treatment business.

Net Income Attributable to the Noncontrolling Interest
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2015
 
2014
 
Net (income) loss attributable to the noncontrolling interest
$
(6,852
)
 
$
(27,716
)
 
(75
)%

Noncontrolling interest comprises the portion of the Partnership’s earnings that are applicable to the Partnership’s publicly-held limited partner interest. As of December 31, 2015 and 2014 public unitholders held an ownership interest in the Partnership of 59% and 63%, respectively. The decrease in net income attributable to the noncontrolling interest during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to an increase in long-lived asset impairment, interest expense, depreciation and amortization and the impairment of goodwill, along with our increased ownership percentage in the Partnership, partially offset by an increase in gross margin of the Partnership as a result of the April 2015 Contract Operations Acquisition, and inclusion of full year results from the August 2014 MidCon Acquisition and April 2014 MidCon Acquisition. Our ownership percentage of the Partnership increased during the year ended December 31, 2015 compared to the year ended December 31, 2014 as a result of the April 2015 Contract Operations Acquisition.


52



The Year ended December 31, 2014 Compared to the Year ended December 31, 2013

Contract Operations
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2014
 
2013
 
Revenue
$
729,103

 
$
627,844

 
16
%
Cost of sales (excluding depreciation and amortization expense)
316,142

 
282,489

 
12
%
Gross margin
$
412,961

 
$
345,355

 
20
%
Gross margin percentage
57
%
 
55
%
 
2
%

The increase in revenue during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily attributable to a 17% increase in average operating horsepower, which included the assets acquired in the August 2014 MidCon Acquisition and the April 2014 MidCon Acquisition as well as organic growth in operating horsepower, and higher rates in 2014, partially offset by a $12.1 million decrease in revenue with little incremental cost due to the termination of three natural gas processing plant contracts during the second quarter of 2013. Gross margin (defined as revenue less cost of sales, excluding depreciation and amortization expense) and gross margin percentage increased during the year ended December 31, 2014 compared to the year ended December 31, 2013 primarily due to the revenue increase explained above. Gross margin, 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 Part II, Item 6 (‘Selected Financial Data — Non GAAP Financial Measures’) to this Annual Report on Form 10-K.

Aftermarket Services
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2014
 
2013
 
Revenue
$
230,050

 
$
234,928

 
(2
)%
Cost of sales (excluding depreciation and amortization expense)
188,251

 
188,489

 
 %
Gross margin
$
41,799

 
$
46,439

 
(10
)%
Gross margin percentage
18
%
 
20
%
 
(2
)%
 

The decrease in revenue during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to a decrease in service activities partially offset by an increase in part sales. Gross margin and gross margin percentage decreased during the year ended December 31, 2014 compared to the year ended December 31, 2013 primarily due to the revenue decrease described above and a $1.1 million increase in expense for inventory reserves.

Costs and Expenses
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2014
 
2013
 
Selling, general and administrative
$
132,651

 
$
118,851

 
12
 %
Depreciation and amortization
212,268

 
187,476

 
13
 %
Long-lived asset impairment
42,828

 
16,696

 
157
 %
Restructuring charges
5,394

 

 
 %
Interest expense
112,273

 
112,194

 
 %
Other (income) expense, net
(5,475
)
 
(22,535
)
 
(76
)%


53



The increase in SG&A expense during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to an increase in compensation and benefits costs, an increase in state and local taxes and an increase in professional fees. SG&A as a percentage of revenue was 14% during the years ended December 31, 2014 and 2013.

Depreciation and amortization expense during the year ended December 31, 2014 compared to the year ended December 31, 2013 increased primarily due to an increase in property, plant and equipment and intangible asset additions, including the assets acquired in the August 2014 MidCon Acquisition and the April 2014 MidCon Acquisition.

During the year ended December 31, 2014 , we evaluated the future deployment of our idle fleet and determined to retire and either sell or re-utilize the key components of approximately 290 idle compressor units, representing approximately 112,000 horsepower, previously used to provide services in our U.S. contract operations segment. As a result, we performed an impairment review and recorded a $30.4 million asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

In connection with our fleet review during 2014 , we evaluated for impairment idle units that had been culled from our fleet in prior years and were available for sale. Based upon that review, we reduced the expected proceeds from disposition for certain of the remaining units. This resulted in an additional impairment of $11.7 million to reduce the book value of each unit to its estimated fair value.

During the year ended December 31, 2014 , we evaluated other long-lived assets for impairment and recorded long-lived asset impairments of $0.7 million on these assets.

During the year ended December 31, 2013 , we evaluated the future deployment of our idle fleet and determined to retire and either sell or re-utilize the key components of approximately 280 idle compressor units, representing approximately 76,000 horsepower, previously used to provide services in our U.S. contract operations segment. As a result, we performed an impairment review and recorded a $14.9 million asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

During the year ended December 31, 2013 , we evaluated other long-lived assets for impairment and recorded long-lived asset impairments of $1.8 million on these assets.

In January 2014, we announced a plan to centralize our make-ready operations to improve the cost and efficiency of our shops and further enhance the competitiveness of our fleet of compressors. As part of this plan, we examined both recent and anticipated changes in the U.S. market, including the throughput demand of our shops and the addition of new equipment to our fleet. To better align our costs and capabilities with the current market, we determined to close several of our make-ready shops. The centralization of our make-ready operations was completed in the second quarter of 2014. During the year ended December 31, 2014, we incurred $5.4 million of restructuring charges primarily related to termination benefits and a non-cash write-down of inventory associated with the centralization of our make-ready operations. See Note 13 (“Restructuring Charges”) to our Financial Statements for further discussion of these charges.

Interest expense during the year ended December 31, 2014 compared to the year ended December 31, 2013 remained relatively flat due to an increase in the average balance of long-term debt, partially offset by a decrease in the weighted average effective interest rate on our debt. The decrease in the weighted average effective interest rate was primarily due to the redemption of $355.0 million aggregate principal amount of 4.25% convertible senior notes (the “4.25% Notes”) in the second quarter of 2014 with borrowings from our revolving credit facility, including the impact of a decrease in amortization of the debt discount on the 4.25% Notes in 2014, partially offset by the issuance of $350.0 million aggregate principal amount of the Partnership’s 6% senior notes in April 2014 (the “Partnership 2014 Notes”) and the issuance of $350.0 million aggregate principal amount of the Partnership’s 6% senior notes in March 2013 (the “Partnership 2013 Notes”).

The change in other (income) expense, net, during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to an $18.4 million decrease in gain on sale of property, plant and equipment in 2014.


54



Income Taxes
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2014
 
2013
 
Benefit from income taxes
$
(28,066
)
 
$
(17,840
)
 
57
 %
Effective tax rate
62.1
%
 
85.4
%
 
(23.3
)%

The increase in benefit from income taxes during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to an increase in pre-tax loss in 2014 and a $3.0 million state tax benefit recognized in2014 for amendments to prior years’ tax returns. The state tax benefit was partially offset by an income tax reserve against a portion of the refund claimed in the amended prior year tax return.

Discontinued Operations
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2014
 
2013
 
Income from discontinued operations, net of tax
$
142,995

 
$
158,790

 
(10
)%
 

Income from discontinued operations, net of tax, during the years ended December 31, 2014 and 2013 includes the results of the Exterran Corporation businesses for periods prior to the Spin-off on November 3, 2015 and results from our contract water treatment business.

As discussed in Note 2 (“Discontinued Operations”) to our Financial Statements, on November 3, 2015 we completed the Spin-off of Exterran Corporation. We generated income from discontinued operations, net of tax of $143.0 million and $158.8 million during the years ended December 31, 2014 and 2013, respectively, related to the operations of Exterran Corporation. The decrease in income from discontinued operations, net of tax is primarily due to an increase in depreciation and amortization expense and a decrease in fabrication gross margins partially offset by an increase in international contract operations gross margin and a decrease in income tax expense.

The results of Exterran Corporation include its previously-nationalized Venezuelan joint venture assets and Venezuelan subsidiary assets which were sold to PDVSA Gas. Exterran Corporation received installment payments, including an annual charge, totaling $87.3 million and $88.3 million during the years ended December 31, 2014 and 2013, respectively. The proceeds from the sale of the assets are not subject to Venezuelan national taxes due to an exemption allowed under the Venezuelan Reserve Law applicable to expropriation settlements. In addition, and in connection with the sale, Exterran Corporation and the Venezuelan government agreed to waive rights to assert certain claims against each other.

In December 2013, we abandoned our contract water treatment business as part of our continued emphasis on simplification and focus on our core businesses. We generated loss from discontinued operations, net of tax of $0.5 million and $2.1 million during the year ended December 31, 2014 and 2013, respectively related to our contract water treatment business. During the year ended December 31, 2013, we evaluated our contract water treatment business and recorded impairment charges of $2.4 million .

Net Income Attributable to the Noncontrolling Interest
(dollars in thousands)

 
Years Ended December 31,
 
Increase
(Decrease)
 
2014
 
2013
 
Net (income) loss attributable to the noncontrolling interest
$
(27,716
)
 
$
(32,578
)
 
(15
)%


55



Noncontrolling interest comprises the portion of the Partnership’s earnings that are applicable to the Partnership’s publicly-held limited partner interest. As of December 31, 2014 and 2013 public unitholders held an ownership interest in the Partnership of 63% and 59%, respectively. The decrease in net income attributable to the noncontrolling interest during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to a decrease in earnings of the Partnership as a result of increases in interest expense and long-lived asset impairment and the termination of two natural gas processing plant contracts during the second quarter of 2013, partially offset by inclusion of the results of the August 2014 MidCon Acquisition, the April 2014 MidCon Acquisition, the March 2013 Contract Operations Acquisition and our decreased ownership percentage in the Partnership. Our ownership percentage of the Partnership decreased during the year ended December 31, 2014 compared to the year ended December 31, 2013 as a result of units sold in a public offering to fund the April 2014 MidCon Acquisition.

Liquidity and Capital Resources

Our unrestricted cash balance was $1.6 million at December 31, 2015 compared to $0.4 million at December 31, 2014. Working capital decreased to $150.2 million at December 31, 2015 from $575.7 million at December 31, 2014. The decrease in working capital was primarily due to decreases in current assets and current liabilities associated with discontinued operations as a result of the transfer of assets and liabilities to Exterran Corporation upon completion of the Spin-off.

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):

 
Years Ended December 31,
 
2015
 
2014
Net cash provided by (used in) continuing operations:
 

 
 

Operating activities
$
322,474

 
$
216,017

Investing activities
(237,375
)
 
(866,442
)
Financing activities
(97,516
)
 
555,047

Effect of exchange rate changes on cash and cash equivalents

 
(3,925
)
Discontinued operations
13,602

 
99,210

Net change in cash and cash equivalents
$
1,185

 
$
(93
)
 

Operating Activities.   The increase in net cash provided by operating activities from continuing operations during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to improved gross margins and changes in assets and liabilities.

Investing Activities.   The decrease in net cash used in investing activities from continuing operations during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily attributable to $494.8 million paid for the August 2014 MidCon Acquisition and the April 2014 MidCon Acquisition during the year ended December 31, 2014 and a $127.7 million decrease in capital expenditures during the current year.

Financing Activities.   The decrease in net cash provided by financing activities from continuing operations during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to net proceeds received from Exterran Corporation in 2015 of $480.1 million , offset by net repayments of long-term debt in 2015 of $444.6 million compared to net borrowings in 2014 of $505.8 million and a $168.3 million decrease in net proceeds received from public offerings by the Partnership of its common units.

Discontinued Operations.   The decrease in net cash provided by discontinued operations during the year ended December 31, 2015 compared to year ended December 31, 2014 was primarily attributable to the decrease in income from discontinued operations discussed previously and an increase in investing cash flows used in discontinued operations prior to completion of the Spin-off of Exterran Corporation in November 2015.


56


Capital Requirements.   Our contract operations business is capital intensive, requiring significant investment to maintain and upgrade existing operations. Our capital spending is primarily dependent on the demand for our contract operations services and the availability of the type of compression equipment required for us to render those contract operations services to our customers. Our capital requirements have consisted primarily of, and we anticipate will continue to consist of, the following:

growth capital expenditures, which are made to expand or to replace partially or fully depreciated assets or to expand the operating capacity or revenue generating capabilities of existing or new assets, whether through construction, acquisition or modification; and

maintenance capital expenditures, which are made to maintain the existing operating capacity of our assets and related cash flows further extending the useful lives of the assets.

The majority of our growth capital expenditures are related to the acquisition cost of new compressor units that we add to our fleet. In addition, growth capital expenditures can also include the upgrading of major components on an existing compressor unit where the current configuration of the compressor unit is no longer in demand and the compressor is not likely to return to an operating status without the capital expenditures. These latter expenditures substantially modify the operating parameters of the compressor unit such that it can be used in applications for which it previously was not suited. Maintenance capital expenditures are related to major overhauls of significant components of a compressor unit, such as the engine, compressor and cooler, that return the components to a like new condition, but do not modify the applications for which the compressor unit was designed.

Growth capital expenditures were $154.5 million , $291.8 million and $194.7 million during the years ended December 31, 2015, 2014 and 2013, respectively. The decrease in growth capital expenditures during the year ended December 31, 2015 compared to the year ended December 31, 2014 was primarily due to a decrease in investment in new compression equipment as a result of our customer’s reduced capital spending in 2015 compared to 2014 as a result of the significant decline in oil and natural gas prices since the third quarter of 2014. The increase in growth capital expenditures during the year ended December 31, 2014 compared to the year ended December 31, 2013 was primarily due to increases in investment in new compression equipment driven primarily by increased demand for natural gas compression in certain shale plays and areas focused on the production of oil and natural gas liquids. This activity increased the utilization of our compressor units that are more suitable to these plays.

Maintenance capital expenditures were $75.0 million , $71.8 million and $73.6 million during the years ended December 31, 2015, 2014 and 2013, respectively. Maintenance capital expenditures remained relatively flat primarily as a result of routine scheduled overhaul activities. We intend to grow our business both organically and through third-party acquisitions. The Partnership completed the August 2014 MidCon Acquisition and the April 2014 MidCon Acquisition during the year ended December 31, 2014. If we are successful in growing our business in the future, we would expect our maintenance capital expenditures to increase over the long term.

We generally invest funds necessary to purchase 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 exceeds our targeted return on capital. We currently plan to spend approximately $120.0 million to $130.0 million in net capital expenditures during 2016 , including (1) approximately $30.0 million to $50.0 million on growth capital expenditures and (2) approximately $70.0 million to $75.0 million on equipment maintenance capital expenditures. Net capital expenditures are net of used fleet sales.

Our Capital Structure Following the Spin-Off.

In October 2015, in connection with the Spin-off, we entered into a five-year, $350.0 million revolving credit facility (the “Credit Facility”). The Credit Facility will mature in November 2020. On November 3, 2015, we terminated our former credit facility and repaid $326.5 million in borrowings and accrued and unpaid interest outstanding on the repayment date.

In connection with the Spin-off, Exterran Corporation entered into a new $925.0 million credit facility, consisting of a $680.0 million revolving credit facility and a $245.0 million term loan facility (collectively, the “Exterran Corporation Credit Facility”) that became available on November 3, 2015. Exterran Corporation transferred the net proceeds from the borrowings under the Exterran Corporation Credit Facility to us to allow for our repayment of a portion of our indebtedness prior to the Spin-off.

On December 4, 2015, we redeemed for cash the $350.0 million aggregate principal amount of 7.25% senior notes due December 2018 (the “7.25% Notes”) at a redemption price equal to 101.813% of the principal amount thereof plus accrued but unpaid interest to the redemption date.

57



Under our separation and distribution agreement with Exterran Corporation, we have the right to receive payments from a subsidiary of Exterran Corporation based on a notional amount corresponding to payments received by Exterran Corporation’s subsidiaries from PDVSA Gas in respect of the sale of Exterran Corporation’s subsidiaries’ and joint ventures’ previously nationalized assets. In January 2016, Exterran Corporation received an additional installment payment, including an annual charge, of $5.2 million from PDVSA Gas relating to its previously nationalized Venezuelan joint ventures’ assets and transferred cash to us equal to that amount in January 2016. Additionally, we also have the right under the separation and distribution agreement to receive a $25.0 million cash payment from a subsidiary of Exterran Corporation promptly following the occurrence of a qualified capital raise as defined in the Exterran Corporation credit agreement.

Long-Term Debt.   As of December 31, 2015, we had approximately $1.6 billion in outstanding debt obligations, consisting of $166.5 million outstanding under the Credit Facility, $580.5 million outstanding under the Partnership’s revolving credit facility, $150.0 million outstanding under the Partnership’s term loan facility, $346.1 million outstanding under the Partnership 2013 Notes and $345.3 million outstanding under the Partnership 2014 Notes. After taking into account $10.0 million of guarantees through letters of credit, we had undrawn and available capacity of $173.5 million under the Credit Facility as of December 31, 2015.

As described above, October 2015, in connection with the Spin-off, we entered into the Credit Facility. Availability under the Credit Facility was subject to the satisfaction of certain conditions precedent, including (i) the payoff and termination of our former credit facility and (ii) the consummation of the Spin-off on or before January 4, 2016 (the date on which those conditions were satisfied is referred to as the “Archrock Initial Availability Date”). As a result of the completion of the Spin-off, the Archrock Initial Availability Date was November 3, 2015 and the Credit Facility will mature in November 2020. On November 3, 2015, we terminated our former credit facility and repaid $326.5 million in borrowings and accrued and unpaid interest outstanding on the repayment date.

Borrowings under the Credit Facility bear interest at a base rate or the London Interbank Offered Rate (“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 1.75% to 2.75% and (ii) in the case of base rate loans, from 0.75% to 1.75%. 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 December 31, 2015, all amounts outstanding under the Credit Facility were LIBOR loans and the applicable margin was 1.75% . The weighted average annual interest rate at both December 31, 2015 and 2014 on the outstanding balance under the Credit Facility was 2.1% and 1.7%, respectively.

Archrock, Inc. (the “Parent”) and our Significant Domestic Subsidiaries (as defined in the credit agreement) guarantee the debt under the Credit Facility. Borrowings under the Credit Facility are secured by substantially all of the personal property assets and certain real property assets of the Parent and our Significant Domestic Subsidiaries, including all of the equity interests of our U.S. subsidiaries (other than certain excluded subsidiaries). The Partnership does not guarantee the debt under the Credit Facility, its assets are not collateral under the Credit Facility and the general partner units in the Partnership are not pledged under the Credit Facility. Subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the Credit Facility may be increased by up to an additional $100 million.

The Credit Facility contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, limitations on the incurrence of indebtedness, investments, liens on assets, repurchasing equity and making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. We are also subject to financial covenants, including a ratio of 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 EBITDA of not greater than 4.25 to 1.0 (subject to a temporary increase to 4.75 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the acquisition closes). As of December 31, 2015, we maintained a 33.3 to 1.0 EBITDA to Total Interest Expense ratio and a 1.3 to 1.0 consolidated Total Debt to EBITDA ratio. If we were to anticipate non-compliance with these financial ratios, we may take actions to maintain compliance with them, possibly including reductions in our general and administrative expenses, capital expenditures or the payment of cash dividends at our current dividend rate. If we fail to remain in compliance with our financial covenants we would be in default under our debt agreements. A default under one or more of our debt agreements would trigger cross-default provisions under certain of our other debt agreements, which would accelerate our obligation to repay our indebtedness under those agreements. In addition, if we experience a material adverse effect on our assets, liabilities, financial condition, business or operations that, taken as a while, impacts our ability to perform our obligations under our debt agreements, this could lead to a default under our debt agreements. As of December 31, 2015, we were in compliance with all financial covenants under the Credit Facility.


58


Also as described above, on December 4, 2015, we redeemed for cash the 7.25% Notes at a redemption price equal to 101.813% of the principal amount thereof plus accrued but unpaid interest to the redemption date for $369.2 million. Upon redemption, the 7.25% Notes were no longer deemed outstanding, interest ceased to accrue thereon and all rights of the holders of the 7.25% Notes ceased to exist. We financed the redemption of the 7.25% Notes through borrowings under our revolving credit facility. As a result of the redemption, we expensed the $6.3 million call premium and $2.9 million of unamortized deferred financing costs associated with the 7.25% Notes in the fourth quarter of 2015, which is reflected in debt extinguishment costs in our consolidated statements of operations.

In November 2010, the Partnership amended and restated its Partnership Credit Agreement to provide for a five-year $550.0 million senior secured credit facility, consisting of a $400.0 million revolving credit facility and a $150.0 million term loan facility. The revolving borrowing capacity under this facility increased to $550.0 million in March 2011 and to $750.0 million in March 2012. The Partnership amended the Partnership Credit Agreement in March 2013 to reduce the borrowing capacity under its revolving credit facility to $650.0 million and extend the maturity date of the term loan and revolving credit facilities to May 2018. In February 2015, the Partnership amended its Partnership Credit Agreement, which among other things, increased the borrowing capacity under its revolving credit facility by $250.0 million to $900.0 million. As of December 31, 2015, the Partnership had undrawn and available capacity of $319.5 million under its revolving credit facility.

The Partnership’s revolving credit and term loan facilities bear 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 the revolving and term loans varies (i) in the case of LIBOR loans, from 2.0% to 3.0% and (ii) in the case of base rate loans, from 1.0% to 2.0%. 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% and one-month LIBOR plus 1.0%. At December 31, 2015, all amounts outstanding under these facilities were LIBOR loans and the applicable margin was 2.5%. The weighted average annual interest rate on the outstanding balance under these facilities at December 31, 2015 and 2014, excluding the effect of interest rate swaps, was 2.8% and 2.7%, respectively. During the years ended December 31, 2015 and 2014, the average daily debt balance under these facilities was $667.3 million and $438.5 million, respectively.

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). Subject to certain conditions, at the Partnership’s request, and with the approval of the lenders, the aggregate commitments under the Partnership Credit Agreement may be increased by up to an additional $50 million.

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 the Partnership’s ability to incur additional indebtedness, engage in transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends and distributions. The Partnership Credit Agreement also contains various covenants requiring mandatory prepayments from the net cash proceeds of certain asset transfers. 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 2.75 to 1.0, a ratio of Total Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 5.25 to 1.0 (subject to a temporary increase to 5.5 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the acquisition closes) and a ratio of Senior Secured Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 4.0 to 1.0. Because the April 2015 Contract Operations Acquisition closed during the second quarter of 2015, the Partnership’s Total Debt to EBITDA ratio threshold was temporarily increased to 5.5 to 1.0 during the quarter ended June 30, 2015 and continued at that level through December 31, 2015, reverting to 5.25 to 1.0 for the quarter ending March 31, 2016 and subsequent quarters. As of December 31, 2015, the Partnership maintained a 4.5 to 1.0 EBITDA to Total Interest Expense ratio, 4.5 to 1.0 Total Debt to EBITDA ratio and a 2.3 to 1.0 Senior Secured Debt to EBITDA ratio. If the Partnership were to anticipate non-compliance with these financial ratios, the Partnership may take actions to maintain compliance with them, possibly including a reduction in general and administrative expenses, capital expenditures or the payment of cash distributions at its current distribution rate to its unit holders, including us. A reduction in the amount of cash distributions we receive from the Partnership would reduce the amount of cash available for payment of our debt, payment of dividends and the funding of our business requirements. A default under one of the Partnership’s debt agreements would trigger cross-default provisions under the Partnership’s other debt agreements, which would accelerate the Partnership’s obligation to repay its indebtedness under those agreements. In addition, a material adverse effect with respect to the Partnership’s assets, liabilities, financial condition, business or operations that, taken as a whole, impacts the Partnership’s ability to perform its obligations under the Partnership Credit Agreement, could lead to a default under that agreement. As of December 31, 2015, the Partnership was in compliance with all financial covenants under the Partnership Credit Agreement.


59


In March 2013, the Partnership issued $350.0 million aggregate principal amount of the Partnership 2013 Notes. The Partnership used the net proceeds of $336.9 million, after original issuance discount and issuance costs, to repay borrowings outstanding under its revolving credit facility. The Partnership 2013 Notes were issued at an original issuance discount of $5.5 million, which is being amortized using the effective interest method at an interest rate of 6.25% over their term. In January 2014, holders of the Partnership 2013 Notes exchanged their Partnership 2013 Notes for registered notes with the same terms.

Prior to April 1, 2017, the Partnership may redeem all or a part of the Partnership 2013 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, the Partnership may redeem up to 35% of the aggregate principal amount of the Partnership 2013 Notes prior to April 1, 2016 with the net proceeds of one or more equity offerings at a redemption price of 106.00% of the principal amount of the Partnership 2013 Notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the Partnership 2013 Notes issued under the indenture remains outstanding after such redemption and the redemption occurs within 180 days of the date of the closing of such equity offering. On or after April 1, 2017, the Partnership may redeem all or a part of the Partnership 2013 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.00% for the twelve-month period beginning on April 1, 2017, 101.500% for the twelve-month period beginning on April 1, 2018 and 100.00% for the twelve-month period beginning on April 1, 2019 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date of the Partnership 2013 Notes.

In April 2014, the Partnership issued $350.0 million aggregate principal amount of the Partnership 2014 Notes. The Partnership received net proceeds of $337.4 million, after original issuance discount and issuance costs, from this offering, which it used to fund a portion of the April 2014 MidCon Acquisition and repay borrowings under its revolving credit facility. The Partnership 2014 Notes were issued at an original issuance discount of $5.7 million, which is being amortized using the effective interest method at an interest rate of 6.25% over their term. In February 2015, holders of the Partnership 2014 Notes exchanged their Partnership 2014 Notes for registered notes with the same terms.

Prior to April 1, 2018, the Partnership may redeem all or a part of the Partnership 2014 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, the Partnership may redeem up to 35% of the aggregate principal amount of the Partnership 2014 Notes prior to April 1, 2017 with the net proceeds of one or more equity offerings at a redemption price of 106.00% of the principal amount of the Partnership 2014 Notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the Partnership 2014 Notes issued under the indenture remains outstanding after such redemption and the redemption occurs within 180 days of the date of the closing of such equity offering. On or after April 1, 2018, the Partnership may redeem all or a part of the Partnership 2014 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.00% for the twelve-month period beginning on April 1, 2018, 101.500% for the twelve-month period beginning on April 1, 2019 and 100.00% for the twelve-month period beginning on April 1, 2020 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date of the Partnership 2014 Notes.

The Partnership 2013 Notes and the Partnership 2014 Notes are guaranteed on a senior unsecured basis by all of the Partnership’s existing subsidiaries (other than Archrock Partners Finance Corp., which is a co-issuer of the Partnership 2013 Notes and the Partnership 2014 Notes) and certain of the Partnership’s future subsidiaries. The Partnership 2013 Notes and the Partnership 2014 Notes and the guarantees, respectively, are the Partnership’s and the guarantors’ general unsecured senior obligations, rank equally in right of payment with all of the Partnership’s and the guarantors’ other senior obligations, and are effectively subordinated to all of the Partnership’s and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In addition, the Partnership 2013 Notes and the Partnership 2014 Notes and guarantees are effectively subordinated to all existing and future indebtedness and other liabilities of any future non-guarantor subsidiaries.

The Partnership has entered into interest rate swap agreements to offset changes in expected cash flows due to fluctuations in the interest rates associated with its variable rate debt. At December 31, 2015, the Partnership was a party to interest rate swaps with a notional value of $500.0 million pursuant to which it makes fixed payments and receives floating payments. The Partnership’s interest rate swaps expire over varying dates, with interest rate swaps having a notional amount of $300.0 million expiring in May 2018, interest rate swaps having a notional amount of $100.0 million expiring in May 2019 and the remaining interest rate swaps having a notional amount of $100.0 million expiring in May 2020. As of December 31, 2015, the weighted average effective fixed interest rate on the interest rate swaps was 1.6% . See Part II, Item 7A “Quantitative and Qualitative Disclosures About Market Risk” of this Annual Report on Form 10-K for further discussion of the interest rate swap agreements.


60


We may from time to time seek to retire or purchase our outstanding debt through 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 operations 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. We expect that net cash provided by operating activities and borrowings under our credit facilities will be sufficient to meet our liquidity needs through December 31, 2016; however, to the extent it is not, we may seek additional external financing.

Dividends.   On January 26, 2016, our board of directors declared a quarterly dividend of $0.1875 per share of common stock, which was paid on February 16, 2016 to stockholders of record at the close of business on February 9, 2016. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our board of directors and will be dependent upon our financial condition and results of operations, 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, (i) 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, (ii) 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.

Through our ownership of common units and all of the equity interests in the Partnership’s general partner, we expect to receive cash distributions from the Partnership.

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 (i) restrictions contained in the Partnership’s revolving credit facility, (ii) the Partnership’s general partner’s establishment of reserves to fund future operations or cash distributions to the Partnership’s unitholders, (iii) restrictions contained in the Delaware Revised Uniform Limited Partnership Act and (iv) the Partnership’s lack of sufficient cash to pay distributions.

On January 26, 2016, the board of directors of Archrock GP LLC, the general partner of the Partnership’s general partner, approved a cash distribution by the Partnership of $0.5725 per limited partner unit, or approximately $39.7 million, including distributions to the Partnership’s general partner on its incentive distribution rights. The distribution covers the period from October 1, 2015 through December 31, 2015. The record date for this distribution was February 9, 2016 and payment was made on February 12, 2016.


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Contractual Obligations.   The following table summarizes our cash contractual obligations as of December 31, 2015 and the effect such obligations are expected to have on our liquidity and cash flow in future periods (in thousands):

 
Total
 
2016
 
2017-2018
 
2019-2020
 
Thereafter
Long-term debt (1) :
 

 
 

 
 

 
 

 
 

Revolving credit facility due November 2020
$
166,500

 
$

 
$

 
166,500

 
$

Partnership’s revolving credit facility due May 2018
580,500

 

 
580,500

 

 

Partnership’s term loan facility due May 2018
150,000

 

 
150,000

 

 

Partnership’s 6% senior notes due April 2021 (2)
350,000

 

 

 

 
350,000

Partnership’s 6% senior notes due October 2022 (3)
350,000

 

 

 

 
350,000

Total long-term debt
1,597,000

 

 
730,500

 
166,500

 
700,000

Interest on long-term debt (4)
339,577

 
74,892

 
131,513

 
91,172

 
42,000

Purchase commitments
26,028

 
25,999

 
29

 

 

Facilities and other operating leases
18,304

 
5,591

 
7,602

 
3,230

 
1,881

Total contractual obligations
$
1,936,621

 
$
74,924

 
$
862,021

 
$
257,675

 
$
742,002

Standby letters of credit
$
9,969

 
$
9,969

 

 

 


(1)  
For more information on our long-term debt, see Note 9 (“Long-Term Debt”) to our Financial Statements.

(2)  
Amounts represent the full face value of the Partnership 2013 Notes and are not reduced by the unamortized discount of $3.9 million as of December 31, 2015 .

(3)  
Amounts represent the full face value of the Partnership 2014 Notes and are not reduced by the unamortized discount of $4.7 million as of December 31, 2015 .

(4)  
Interest amounts calculated using interest rates in effect as of December 31, 2015, including the effect of interest rate swaps.

At December 31, 2015, $ 12.0 million of unrecognized tax benefits (including discontinued operations) have been recorded as liabilities in accordance with the accounting standard for income taxes related to uncertain tax positions and we are uncertain as to if or when such amounts may be settled. Related to these unrecognized tax benefits, we have also recorded a liability for potential penalties and interest of $.2 million (including discontinued operations).

Off-Balance Sheet Arrangements

For information on our obligations with respect to letters of credit, see Note 9 (“Long-Term Debt”) to our Financial Statements.

Critical Accounting Estimates

This discussion and analysis of our financial condition and results of operations is based upon the Financial Statements, which have been prepared in accordance with GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates and accounting policies, including those related to bad debt, inventories, fixed assets, investments, intangible assets, income taxes, revenue recognition and contingencies and litigation. We base our estimates on historical experience and on other assumptions that we believe are reasonable under the circumstances. The results of this process form the basis of our judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions, and these differences can be material to our financial condition, results of operations and liquidity. We describe our significant accounting policies more fully in Note 1 (“Organization and Summary of Significant Accounting Policies”) to our Financial Statements.


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Allowances and Reserves

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments. The determination of the collectability of amounts due from our customers requires us to use estimates and make judgments regarding future events and trends, including monitoring our customers’ payment history and current creditworthiness to determine that collectability is reasonably assured, as well as consideration of the overall business climate in which our customers operate. Inherently, these uncertainties require us to make judgments and estimates regarding our customers’ ability to pay amounts due to us in order to determine the appropriate amount of valuation allowances required for doubtful accounts. We review the adequacy of our allowance for doubtful accounts quarterly. We determine the allowance needed based on historical write-off experience and by evaluating significant balances aged greater than 90 days individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2015, 2014 and 2013, we recorded bad debt expense of $3.1 million , $1.7 million and a bad debt recovery of $0.2 million , respectively. A five percent change in the allowance for doubtful accounts would have had an impact on income (loss) before income taxes of approximately $0.2 million during the year ended December 31, 2015.

Inventory is a significant component of current assets and is stated at the lower of cost or market. This requires us to record provisions and maintain reserves for excess, slow moving and obsolete inventory. To determine these reserve amounts, we regularly review inventory quantities on hand and compare them to estimates of future product demand, market conditions and production requirements. These estimates and forecasts inherently include uncertainties and require us to make judgments regarding potential outcomes. During 2015, 2014, and 2013, we recorded $4.3 million , $8.9 million and $3.9 million , respectively, in inventory write-downs and reserves for inventory which was obsolete, excess or carried at a price above market value. Significant or unanticipated changes to our estimates and forecasts could impact the amount and timing of any additional provisions for excess or obsolete inventory that may be required. A five percent change in this inventory reserve balance would have had an impact on income (loss) before income taxes of approximately $0.5 million during the year ended December 31, 2015.

Depreciation

Property, plant and equipment are carried at cost. Depreciation for financial reporting purposes is computed on the straight-line basis using estimated useful lives and salvage values. The assumptions and judgments we use in determining the estimated useful lives and salvage values of our property, plant and equipment reflect both historical experience and expectations regarding future use of our assets. The use of different estimates, assumptions and judgments in the establishment of property, plant and equipment accounting policies, especially those involving their useful lives, would likely result in significantly different net book values of our assets and results of operations.

Long-Lived Assets

We review long-lived assets, including property, plant and equipment and identifiable intangibles that are being amortized, for impairment whenever events or changes in circumstances, including the removal of compressor units from our active fleet, indicate that the carrying amount of an asset may not be recoverable. The determination that the carrying amount of an asset may not be recoverable requires us to make judgments regarding long-term forecasts of future revenue and costs related to the assets subject to review. These forecasts are uncertain as they require significant assumptions about future market conditions. Significant and unanticipated changes to these assumptions could require a provision for impairment in a future period. Given the nature of these evaluations and their application to specific assets and specific times, it is not possible to reasonably quantify the impact of changes in these assumptions. An impairment loss exists when estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. When necessary, an impairment loss is recognized and represents the excess of the asset’s carrying value as compared to its estimated fair value and is charged to the period in which the impairment occurred.

Income Taxes

Our income tax expense, deferred tax assets and liabilities, and reserves for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. We operate in the U.S. only and, as a result, are subject to income taxes in the U.S. only. Significant judgments and estimates are required in determining consolidated income tax expense.


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Deferred income taxes arise from temporary differences between the financial statements and tax basis of assets and liabilities. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, and results of recent operations. In projecting future taxable income, we begin with historical results adjusted for the results of discontinued operations and changes in accounting policies and incorporate assumptions including the amount of future U.S. federal and state pretax operating income, the reversal of temporary differences and the implementation of feasible and prudent tax-planning strategies. These assumptions require significant judgment about the forecasts of future taxable income and are consistent with the plans and estimates we are using to manage the underlying businesses. In evaluating the objective evidence that historical results provide, we consider three years of cumulative operating income (loss).

Changes in tax laws and rates could also affect recorded deferred tax assets and liabilities in the future. Management is not aware of any such changes that would have a material effect on the Company’s financial position, results of operations or cash flows. The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations in a multitude of jurisdictions across our operations.

The accounting standard for income taxes provides that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. In addition, guidance is provided on measurement, derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. We adjust these liabilities when our judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from our current estimate of the tax liabilities. These differences will be reflected as increases or decreases to income tax expense in the period in which new information is available.

Contingencies and Litigation

We are substantially self-insured for workers’ compensation, employer’s liability, property, auto liability, general liability 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 deductible amounts are estimated and accrued based upon known facts, historical trends and industry averages. We review these estimates quarterly and believe such accruals to be adequate. However, insurance liabilities are difficult to estimate due to unknown factors, including the severity of an injury, the determination of our liability in proportion to other parties, the timeliness of reporting of occurrences, ongoing treatment or loss mitigation, general trends in litigation recovery outcomes and the effectiveness of safety and risk management programs. Therefore, if our actual experience differs from the assumptions and estimates used for recording the liabilities, adjustments may be required and would be recorded in the period in which the difference becomes known. As of December 31, 2015 and 2014 , we had recorded approximately $5.3 million and $3.7 million, respectively, in insurance claim reserves.

In the ordinary course of business, we are involved in various pending or threatened legal actions. While we are unable to predict the ultimate outcome of these actions, the accounting standard for contingencies requires management to make judgments about future events that are inherently uncertain. We are required to record (and have recorded) a loss during any period in which we believe a contingency is probable and can be reasonably estimated. In making determinations of likely outcomes of pending or threatened legal matters, we consider the evaluation of counsel knowledgeable about each matter.

The impact of an uncertain tax position taken or expected to be taken on an income tax return must be recognized in the financial statements at the largest amount that is more likely than not to be sustained upon examination by the relevant taxing authority. We regularly assess and, if required, establish accruals for income tax as well as non-income tax contingencies pursuant to the applicable accounting standards that could result from assessments of additional tax by taxing jurisdictions in countries where we operate. Tax contingencies are subject to a significant amount of judgment and are reviewed and adjusted on a quarterly basis in light of changing facts and circumstances considering the outcome expected by management. As of December 31, 2015 and 2014 , we had recorded approximately $14.8 million and $26.3 million (including penalties and interest and discontinued operations), respectively, of accruals for tax contingencies. Of these amounts, $12.2 million and $17.9 million, respectively, are accrued for income taxes and $2.7 million and $8.4 million, respectively, are accrued for non-income based taxes. If our actual experience differs from the assumptions and estimates used for recording the liabilities, adjustments may be required and would be recorded in the period in which the difference becomes known.


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Subject to the provisions of the tax matters agreement between Exterran Corporation and us, both parties agreed to indemnify the primary obligor of any return for tax periods beginning before and ending before or after the Spin-off (including any ongoing or future amendments and audits for these returns) for the portion of the tax liability (including interest and penalties) that relates to their respective operations reported in the filing. As of December 31, 2015, we have recorded a net $4.2 million indemnification asset (including penalties and interest) related to tax contingencies. Of this amount, $5.7 million is an accrued asset for income taxes and $1.5 million is an accrued liability for non-income based taxes.

Recent Accounting Pronouncements

See Note 21 (“Recent Accounting Developments”) to our Financial Statements.

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks primarily associated with changes in interest rates under our financing arrangements. 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 do not use derivative financial instruments for trading or other speculative purposes.

As of December 31, 2015 , after taking into consideration interest rate swaps, we had $397.0 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 at December 31, 2015 would result in an annual increase in our interest expense of approximately $4.0 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, see Note 10 (“Accounting for Derivatives”) to our Financial Statements.

Item 8.   Financial Statements and Supplementary Data

The consolidated financial statements and supplementary information specified by this Item are presented in Part IV, Item 15 of this Annual Report on Form 10-K.

Item 9.   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A.   Controls and Procedures

Management’s Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Annual Report on Form 10-K, 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 December 31, 2015 our principal executive officer and principal financial officer 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.


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Management’s Annual Report on Internal Control Over Financial Reporting

As required by Exchange Act Rules 13a-15(c) and 15d-15(c), our management, including the Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on the Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness as to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Based on the results of management’s evaluation described above, management concluded that our internal control over financial reporting was effective as of December 31, 2015.

The effectiveness of internal control over financial reporting as of December 31, 2015 was audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in its report found within this report.

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.

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Archrock, Inc.
Houston, Texas

We have audited the internal control over financial reporting of Archrock, Inc. and subsidiaries (the “Company”) as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.  The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Annual Report on Internal Control Over Financial Reporting . Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.  Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.  We believe that our audit provides a reasonable basis for our opinion.

A company’s internal control over financial reporting is a process designed by, or under the supervision of, the company’s principal executive and principal financial officers, or persons performing similar functions, and effected by the company’s board of directors, management, and other personnel 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.  A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis.  Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control - Integrated Framework ( 2013 ) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Company and our report dated February 29, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule and included an explanatory paragraph regarding the Company’s completed spin-off of its international contract operations, international aftermarket services, and global fabrication businesses into an independent, publicly traded company named Exterran Corporation.

/s/  DELOITTE & TOUCHE LLP

Houston, Texas
February 29, 2016


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Item 9B.   Other Information

None.

PART III

Item 10.   Directors, Executive Officers and Corporate Governance

The information required in Part III, Item 10 of this Annual Report on Form 10-K is incorporated by reference to the sections entitled “Election of Directors,” “Corporate Governance,” “Executive Officers” and “Beneficial Ownership of Common Stock” in our definitive proxy statement, to be filed with the SEC within 120 days of the end of our fiscal year.

Item 11.   Executive Compensation

The information required in Part III, Item 11 of this Annual Report on Form 10-K is incorporated by reference to the sections entitled “Compensation Discussion and Analysis” and “Information Regarding Executive Compensation” in our definitive proxy statement, to be filed with the SEC within 120 days of the end of our fiscal year.

Item 12.   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Portions of the information required in Part III, Item 12 of this report are incorporated by reference to the section entitled “Beneficial Ownership of Common Stock” in our definitive proxy statement, to be filed with the SEC within 120 days of the end of our fiscal year.

Securities Authorized for Issuance under Equity Compensation Plans

The following table sets forth information as of December 31, 2015, with respect to the Archrock compensation plans under which our common stock is authorized for issuance, aggregated as follows:

 
 
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
 
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
 
Number of Securities
Remaining Available for
Future Issuance Under
Equity Compensation Plans
(3)
Plan Category
 
 
 
 
 
 
Equity compensation plans approved by security holders (1)
 
891,388

 
$
12.66

 
4,761,111

Equity compensation plans not approved by security holders (2)
 

 

 
48,022

Total
 
891,388

 
0

 
4,809,133


(1)  
Comprised of the Archrock, Inc. 2013 Stock Incentive Plan (as amended, the “2013 Plan”), the Archrock, Inc. Amended and Restated 2007 Stock Incentive Plan (as amended, the “2007 Plan”) and the Archrock, Inc. Employee Stock Purchase Plan. In addition to the outstanding options, as of December 31, 2015 there were 40,609 restricted stock units, payable in common stock upon vesting, outstanding under the 2007 Plan and the 2013 Plan which have been deducted from column (c). No additional grants may be made under the 2007 Plan.

(2)  
Comprised of the Archrock, Inc. Directors’ Stock and Deferral Plan.
(3)
Excludes number of securities to be issued upon exercise of outstanding options, warrants and rights.

The table above does not include information with respect to an equity plan we assumed from Universal (the “Universal Plan”). No additional grants may be made under the Universal Plan.


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The following equity grants are outstanding under the Universal Plan that was approved by security holders:

 
 
Number of Shares
Reserved for Issuance
Upon the Exercise of
Outstanding Stock
Options
 
Weighted-
Average
Exercise Price
 
Shares Available
for Future Grants
Plan Category
 
 
 
 
 
 
Universal Compression Holdings, Inc. Incentive Stock Option Plan
 
355,024

 
$
32.37

 
None

Item 13.   Certain Relationships and Related Transactions and Director Independence

The information required in Part III, Item 13 of this Annual Report on Form 10-K is incorporated by reference to the sections entitled “Certain Relationships and Related Transactions” and “Corporate Governance” in our definitive proxy statement, to be filed with the SEC within 120 days of the end of our fiscal year.

Item 14.   Principal Accountant Fees and Services

The information required in Part III, Item 14 of this Annual Report on Form 10-K is incorporated by reference to the section entitled “Ratification of the Appointment of Independent Registered Public Accounting Firm” in our definitive proxy statement, to be filed with the SEC within 120 days of the end of our fiscal year.

PART IV

Item 15.   Exhibits and Financial Statement Schedules

(a)
Documents filed as a part of this Annual Report on Form 10-K.

1.
Financial Statements.   The following financial statements are filed as a part of this Annual Report on Form 10-K.


2.
Financial Statement Schedule


All other schedules have been omitted because they are not required under the relevant instructions.

3.
Exhibits

Exhibit No.
 
Description
2.1
 
Contribution, Conveyance and Assumption Agreement, dated April 17, 2015, 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 April 20, 2015

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2.2
 
Separation and Distribution Agreement, dated as of November 3, 2015, by and among Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P., incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
2.3*
 
Amendment No. 1 to Separation and Distribution Agreement, dated as of December 15, 2015, by and among Archrock, Inc., formerly named Exterran Holdings, Inc., Exterran General Holdings LLC, Exterran Energy Solutions, L.P., Exterran Corporation, AROC Corp., EESLP LP LLC, AROC Services GP LLC, AROC Services LP LLC and Archrock Services, L.P.
3.1
 
Restated Certificate of Incorporation of Exterran Holdings, Inc. (now Archrock, 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
 
Certificate of Amendment to Certificate of Incorporation of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
3.3*
 
Composite Restated Certificate of Incorporation of Archrock, Inc.
3.4
 
Third Amended and Restated Bylaws of Exterran Holdings, Inc. (now Archrock, Inc.), incorporated by reference to Exhibit 3.1 of the Registrant’s Current Report on Form 8-K filed on March 20, 2013
10.1
 
Credit Agreement, dated as of July 10, 2015, by and among Exterran Holdings, Inc. (now Archrock, Inc.), Archrock Services, L.P., the lenders from time to time party thereto and Wells Fargo Bank, National Association, as administrative agent, incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed on July 16, 2015
10.2
 
First Amendment to Credit Agreement, dated as of October 5, 2015, by and among Exterran Holdings, Inc. (now Archrock, Inc.), Archrock Services, L.P., the lenders signatory thereto and 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 October 6, 2015
10.3
 
Amended and Restated Senior Secured Credit Agreement, dated as of November 3, 2010, by and among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as Co-Syndication Agents, Barclays Bank plc and The Royal Bank of Scotland plc, as Co-Documentation Agents, and the lenders signatory thereto, incorporated by reference to Exhibit 10.1 to Exterran Partners L.P.’s Current Report on Form 8-K filed on November 9, 2010
10.4
 
First Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 7, 2012, among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent and Swingline Lender, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to Exterran Partners, L.P.’s Current Report on Form 8-K filed on March 13, 2012
10.5
 
Third Amendment to Amended and Restated Senior Secured Credit Agreement, dated March 27, 2013, among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to Exterran Partners, L.P.’s Current Report on Form 8-K filed on March 28, 2013
10.6
 
Fourth Amendment to Amended and Restated Senior Secured Credit Agreement, dated February 4, 2015, among EXLP Operating LLC, as Borrower, Exterran Partners, L.P., as Guarantor, Wells Fargo Bank, National Association, as Administrative Agent, and the other lenders signatory thereto, incorporated by reference to Exhibit 10.1 to Exterran Partners, L.P.’s Current Report on Form 8-K filed on February 5, 2015
10.7
 
Amended and Restated Guaranty Agreement, dated as of November 3, 2010, made by Exterran Partners, L.P. and EXLP Leasing LLC 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 November 9, 2010
10.8
 
Amended and Restated Collateral Agreement, dated as of November 3, 2010, made by EXLP Operating LLC, Exterran Partners, L.P. and EXLP Leasing LLC 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 November 9, 2010
10.9
 
Third Amended and Restated Omnibus Agreement, dated June 10, 2011, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., EXLP Operating LLC and Exterran Partners, L.P., incorporated by reference to Exhibit 10.1 of the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 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)
10.10
 
First Amendment to Third Amended and Restated Omnibus Agreement, dated March 8, 2012, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., EXLP Operating LLC and Exterran Partners, L.P. (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), incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012

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10.11
 
Second Amendment to Third Amended and Restated Omnibus Agreement, dated March 31, 2013, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P. and EXLP Operating LLC (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), incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended March 31, 2013
10.12
 
Third Amendment to Third Amended and Restated Omnibus Agreement, dated April 10, 2014, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P. and EXLP Operating LLC, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014
10.13
 
Fourth Amendment to Third Amended and Restated Omnibus Agreement, dated August 15, 2014, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P. and EXLP Operating LLC, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014 (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)
10.14
 
Fifth Amendment to Third Amended and Restated Omnibus Agreement, dated February 23, 2015, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P. and EXLP Operating LLC
10.15
 
Sixth Amendment to Third Amended and Restated Omnibus Agreement, dated April 17, 2015, by and among Exterran Holdings, Inc., Exterran Energy Solutions, L.P., Exterran GP LLC, Exterran General Partner, L.P., Exterran Partners, L.P. and EXLP Operating LLC, incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015 filed on May 5, 2015.
10.16*
 
Fourth Amended and Restated Omnibus Agreement, dated November 3, 2015, by and among Archrock, Inc. (formerly named Exterran Holdings, Inc.), Archrock Services, L.P. (formerly named Exterran US Services OpCo, L.P.), Archrock GP, LLC (formerly named Exterran GP, LLC), Archrock General Partner, L.P. (formerly named Exterran General Partner, L.P.), Archrock Partners, L. P. (formerly named Exterran Partners, L.P.) and Archrock Partners Operating LLC (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)
10.17†
 
Exterran Holdings, Inc. (now Archrock, Inc.) 2013 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 19, 2013
10.18†
 
First Amendment to the Exterran Holdings, Inc. (now Archrock, Inc.) 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.13 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.19†
 
Exterran Holdings, Inc. (now Archrock, Inc.) Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 26, 2009
10.20†
 
Amendment No. 1 to Exterran Holdings, Inc. (now Archrock, Inc.) Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 26, 2009
10.21†
 
Amendment No. 2 to Exterran Holdings, Inc. (now Archrock, Inc.) Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.10 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009
10.22†
 
Amendment No. 3 to the Exterran Holdings, Inc. (now Archrock, Inc.) Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed on March 29, 2010
10.23†
 
Amendment No. 4 to the Exterran Holdings, Inc. (now Archrock, Inc.) Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Annex A to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 29, 2011
10.24†
 
Amendment No. 5 to the Exterran Holdings, Inc. (now Archrock, Inc.) Amended and Restated 2007 Stock Incentive Plan, incorporated by reference to Exhibit 10.14 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.25†
 
Exterran Holdings, Inc. 2011 (now Archrock, Inc.) Employment Inducement Long-Term Equity Plan, incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-8, filed November 4, 2011
10.26†
 
Exterran Holdings, Inc. (now Archrock, Inc.) Directors’ Stock and Deferral Plan, incorporated by reference to Exhibit 10.16 of the Registrant’s Current Report on Form 8-K filed on August 23, 2007
10.27†
 
First Amendment to Exterran Holdings, Inc. (now Archrock, Inc.) Directors’ Stock and Deferral Plan, incorporated by reference to Exhibit 10.22 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2008

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10.28†
 
Second Amendment to Exterran Holdings, Inc. (now Archrock, Inc.) Directors’ Stock and Deferral Plan, incorporated by reference to Exhibit 10.16 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.29†
 
Exterran Holdings, Inc. (now Archrock, Inc.) Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.1 of the Registrant’s Current Report on Form 8-K filed on August 23, 2007
10.30†
 
Amendment No. 1 to the Exterran Holdings, Inc. (now Archrock, Inc.) Employee Stock Purchase Plan, incorporated by reference to Annex D to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 29, 2011
10.31†
 
Amendment No. 2 to the Exterran Holdings, Inc. (now Archrock, Inc.) Employee Stock Purchase Plan, incorporated by reference to Annex C to the Registrant’s Definitive Proxy Statement on Schedule 14A, filed March 29, 2011
10.32†
 
Amendment No. 3 to the Exterran Holdings, Inc. (now Archrock, Inc.) Employee Stock Purchase Plan, incorporated by reference to Exhibit 10.15 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.33†
 
Archrock Deferred Compensation Plan, incorporated by reference to Exhibit 10.17 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.34†
 
Exterran (now Archrock, Inc.) Employees’ Supplemental Savings Plan, incorporated by reference to Exhibit 10.30 of the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2007
10.35†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice for Time-Vested Incentive Stock Option, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009
10.36†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice for Time-Vested Non-Qualified Stock Option, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009
10.37†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice for Time-Vested Stock Option for Officers, incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010
10.38†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice for Time-Vested Non-Qualified Stock Option, incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2010
10.39†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice for Time-Vested Stock Option for Officers, incorporated by reference to Exhibit 10.63 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010
10.40†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice for Time-Vested Non-Qualified Stock Option, incorporated by reference to Exhibit 10.64 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2010
10.41†
 
Form of Indemnification Agreement, incorporated by reference to Exhibit 10.2 of the Registrant’s Current Report on Form 8-K filed on August 23, 2007
10.42†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Time-Vested Incentive Stock Option for Officers, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014
10.43†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Time-Vested Non-Qualified Stock Option, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014
10.44†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Time-Vested Restricted Stock, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014
10.45†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Time-Vested Cash-Settled Restricted Stock Units, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014
10.46†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Time-Vested Stock-Settled Restricted Stock Units, incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014
10.47†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Performance Units, incorporated by reference to Exhibit 10.6 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014
10.48†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Common Stock Award for Non-Employee Directors, incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on March 10, 2014

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10.49†
 
Form of Exterran Holdings, Inc. (now Archrock, Inc.) Award Notice and Agreement for Performance Units incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 25, 2015
10.50*†
 
Summary of Donna A. Henderson Compensation Arrangement
10.51*†
 
Summary of Jason Ingersoll Compensation Arrangement
10.52†
 
Form of Indemnification Agreement, incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.53†
 
Form of Employment Letter applicable to Messrs. Childers, Miller, Rice, Wayne and Ingersoll, incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.54†
 
Form of Severance Benefit Agreement applicable to Messrs. Childers, Miller, Rice, Wayne and Ingersoll, incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.55†
 
Form of Change of Control Agreement applicable to Messrs. Childers, Miller, Rice, Wayne and Ingersoll, incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.56†
 
Form of Award Notice and Agreement for Restricted Stock pursuant to the 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.11 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.57†
 
Form of Award Notice and Agreement for Common Stock Award for Non-Employee Directors pursuant to the 2013 Stock Incentive Plan, incorporated by reference to Exhibit 10.12 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.58†
 
Form of Archrock, Inc. Award Notice and Agreement for Performance Units, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on February 24, 2016
10.59†
 
Form of Archrock, Inc. Award Notice and Agreement for Time-Vested Restricted Stock, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on February 24, 2016
10.60†
 
Form of Archrock, Inc. Award Notice and Agreement for Time-Vested Stock-Settled Restricted Stock Units, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on February 24, 2016
10.61†
 
Form of Archrock, Inc. Award Notice and Agreement for Common Stock Award for Non-Employee Directors, incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on February 24, 2016
10.62
 
Employee Matters Agreement, dated as of November 3, 2015, by and between Exterran Holdings, Inc. (now Archrock, Inc.) and Exterran Corporation, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.63
 
Tax Matters Agreement, dated as of November 3, 2015, by and between Exterran Holdings, Inc. (now Archrock, Inc.) and Exterran Corporation, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.64
 
Transition Services Agreement, dated as of November 3, 2015, by and between Exterran Holdings, Inc. (now Archrock, Inc.) and Exterran Corporation, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
10.65
 
Supply Agreement, dated as of November 3, 2015, by and among Archrock Services, L.P., EXLP Operating LLC and Exterran Energy Solutions, L.P., incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed on November 5, 2015
21.1*
 
List of Subsidiaries of Archrock, Inc.
23.1*
 
Consent of Deloitte & Touche LLP
31.1*
 
Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
 
Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
 
Certification of the 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.


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**    Furnished, not filed.


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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
 
Archrock, Inc.
 
 
 
/s/ D. BRADLEY CHILDERS
 
Name: D. Bradley Childers
 
Title: President and Chief Executive Officer
 
 
 
Date: February 29, 2016

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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints D. Bradley Childers, David S. Miller, Donna A. Henderson and Donald C. Wayne, and each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Report, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done as fully to all said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated on February 29, 2016 .
Signature
 
Title
 
 
 
/s/ D. BRADLEY CHILDERS
 
President and Chief Executive Officer and Director
D. Bradley Childers
 
(Principal Executive Officer)
 
 
 
/s/ DAVID S. MILLER
 
Senior Vice President and Chief Financial
David S. Miller
 
Officer (Principal Financial Officer)
 
 
 
/s/ DONNA A. HENDERSON
 
Vice President and Chief Accounting Officer
Donna A. Henderson
 
(Principal Accounting Officer)
 
 
 
/s/ ANNIE-MARIE N. AINSWORTH
 
Director
Annie-Marie N. Ainsworth
 
 
 
 
 
/s/ WENDELL R. BROOKS
 
Director
Wendell R. Brooks
 
 
 
 
 
/s/ GORDON T. HALL
 
Director
Gordon T. Hall
 
 
 
 
 
/s/ FRANCES P. HAWES
 
Director
Frances P. Hawes
 
 
 
 
 
/s/ J.W.G. HONEYBOURNE
 
Director
J.W.G. Honeybourne
 
 
 
 
 
/s/ JAMES H. LYTAL
 
Director
James H. Lytal
 
 
 
 
 
/s/ MARK A. MCCOLLUM
 
Director
Mark A. McCollum
 
 
 
 
 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of
Archrock, Inc.
Houston, Texas

We have audited the accompanying consolidated balance sheets of Archrock, Inc. and subsidiaries (the “Company”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the three years in the period ended December 31, 2015.  Our audits also included the financial statement schedule listed in the Index at Item 15.  These financial statements and financial statement schedule are the responsibility of the Company’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America.  Also, in our opinion, such financial statement schedule when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.

As discussed in Note 2 to the consolidated financial statements, on November 3, 2015, the Company completed the spin-off of its international contract operations, international aftermarket services, and global fabrication businesses into an independent, publicly traded company named Exterran Corporation.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Company’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control-Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 29, 2016 expressed an unqualified opinion on the Company’s internal control over financial reporting.

/s/  DELOITTE & TOUCHE LLP

Houston, Texas
February 29, 2016


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ARCHROCK, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except par value and share amounts)
 
December 31,
 
2015
 
2014
ASSETS
 

 
 

 
 
 
 
Current assets:
 

 
 

Cash and cash equivalents
$
1,563

 
$
378

Accounts receivable, net of allowance of $3,343 and $2,286, respectively
147,786

 
159,972

Inventory
129,411

 
145,786

Other current assets
6,123

 
7,526

Current assets associated with discontinued operations
420

 
872,158

Total current assets
285,303

 
1,185,820

Property, plant and equipment, net
2,267,788

 
2,372,081

Goodwill

 
3,738

Intangible and other assets, net
132,472

 
154,153

Long-term assets associated with discontinued operations
21,200

 
1,211,047

Total assets
$
2,706,763

 
$
4,926,839

 
 
 
 
LIABILITIES AND EQUITY
 

 
 

Current liabilities:
 

 
 

Accounts payable, trade
$
52,430

 
$
41,480

Accrued liabilities
80,053

 
91,182

Deferred revenue
2,201

 
4,490

Current liabilities associated with discontinued operations
420

 
472,931

Total current liabilities
135,104

 
610,083

Long-term debt
1,588,465

 
2,025,795

Deferred income taxes
178,566

 
218,672

Other long-term liabilities
11,655

 
10,161

Long-term liabilities associated with discontinued operations
5,714

 
109,083

Total liabilities
1,919,504

 
2,973,794

Commitments and contingencies (Note 20)


 


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; 75,014,308 and 73,808,200 shares issued, respectively
750

 
738

Additional paid-in capital
2,820,958

 
3,715,586

Accumulated other comprehensive income (loss)
(1,570
)
 
15,865

Accumulated deficit
(2,013,799
)
 
(1,866,397
)
Treasury stock — 5,383,970 and 4,963,013 common shares, at cost, respectively
(72,429
)
 
(68,532
)
Total Archrock stockholders’ equity
733,910

 
1,797,260

Noncontrolling interest
53,349

 
155,785

Total equity
787,259

 
1,953,045

Total liabilities and equity
$
2,706,763

 
$
4,926,839

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


F-2

Table of Contents


ARCHROCK, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
 
Years Ended December 31,
 
2015
 
2014
 
2013
Revenues:
 

 
 

 
 

Contract operations
$
781,166

 
$
729,103

 
$
627,844

Aftermarket services
216,942

 
230,050

 
234,928

 
998,108

 
959,153

 
862,772

Costs and expenses:
 

 
 

 
 

Cost of sales (excluding depreciation and amortization expense):
 

 
 

 
 

Contract operations
319,401

 
316,142

 
282,489

Aftermarket services
175,645

 
188,251

 
188,489

Selling, general and administrative
131,919

 
132,651

 
118,851

Depreciation and amortization
229,127

 
212,268

 
187,476

Long-lived asset impairment
124,979

 
42,828

 
16,696

Restructuring and other charges
4,745

 
5,394

 

Goodwill impairment
3,738

 

 

Interest expense
107,617

 
112,273

 
112,194

Debt extinguishment costs
9,201

 

 

Other (income) expense, net
(2,079
)
 
(5,475
)
 
(22,535
)
 
1,104,293

 
1,004,332

 
883,660

Loss before income taxes
(106,185
)
 
(45,179
)
 
(20,888
)
Provision for (benefit from) income taxes
53,189

 
(28,066
)
 
(17,840
)
Loss from continuing operations
(159,374
)
 
(17,113
)
 
(3,048
)
Income from discontinued operations, net of tax
60,408

 
142,995

 
158,790

Net income (loss)
(98,966
)
 
125,882

 
155,742

Less: Net income attributable to the noncontrolling interest
(6,852
)
 
(27,716
)
 
(32,578
)
Net income (loss) attributable to Archrock stockholders
$
(105,818
)
 
$
98,166

 
$
123,164

 
 
 
 
 
 
Basic income (loss) per common share:
 

 
 

 
 

Loss from continuing operations attributable to Archrock common stockholders
$
(2.44
)
 
$
(0.68
)
 
$
(0.55
)
Income from discontinued operations attributable to Archrock common stockholders
0.89

 
2.15

 
2.46

Net income (loss) attributable to Archrock common stockholders
$
(1.55
)
 
$
1.47

 
$
1.91

 
 
 
 
 
 
Diluted income (loss) per common share:
 

 
 

 
 

Loss from continuing operations attributable to Archrock common stockholders
$
(2.44
)
 
$
(0.68
)
 
$
(0.55
)
Income from discontinued operations attributable to Archrock common stockholders
0.89

 
2.15

 
2.46

Net income (loss) attributable to Archrock common stockholders
$
(1.55
)
 
$
1.47

 
$
1.91

 
 
 
 
 
 
Weighted average common shares outstanding used in income (loss) per common share:
 

 
 

 
 

Basic
68,433

 
66,234

 
64,454

Diluted
68,433

 
66,234

 
64,454

 
 
 
 
 
 
Dividends declared and paid per common share
$
0.60

 
$
0.60

 
$

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


F-3

Table of Contents


ARCHROCK, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
 
Years Ended December 31,
 
2015
 
2014
 
2013
Net income (loss)
$
(98,966
)
 
$
125,882

 
$
155,742

Other comprehensive income (loss), net of tax:
 

 
 

 
 

Derivative gain (loss), net of reclassifications to earnings
(3,465
)
 
(3,366
)
 
5,207

Adjustments from changes in ownership of Partnership
(223
)
 
65

 
(703
)
Amortization of terminated interest rate swaps
1,990

 
2,944

 
2,713

Foreign currency translation adjustment
(16,776
)
 
(14,648
)
 
4,531

Total other comprehensive income (loss)
(18,474
)
 
(15,005
)
 
11,748

Comprehensive income (loss)
(117,440
)
 
110,877

 
167,490

Less: Comprehensive income attributable to the noncontrolling interest
(5,813
)
 
(26,924
)
 
(38,157
)
Comprehensive income (loss) attributable to Archrock stockholders
$
(123,253
)
 
$
83,953

 
$
129,333

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


F-4

Table of Contents


ARCHROCK, INC.
CONSOLIDATED STATEMENTS OF EQUITY
(In thousands, except share data)
 
Archrock, Inc. Stockholders
 
 
 
 
 
Common Stock
 
Additional
Paid-in
Capital
 
Accumulated
Other
Comprehensive
Income(Loss)
 
Treasury Stock
 
Accumulated
Deficit
 
Noncontrolling
Interest
 
 
 
Shares
 
Amount
 
 
 
Shares
 
Amount
 
 
 
Total
Balance, January 1, 2013
71,291,230

 
$
713

 
$
3,710,758

 
$
23,909

 
(6,376,426
)
 
$
(209,359
)
 
$
(2,047,408
)
 
$
223,646

 
$
1,702,259

Treasury stock purchased
 

 
 

 
 

 
 

 
(173,267
)
 
(4,539
)
 
 

 
 

 
(4,539
)
Options exercised
459,416

 
4

 
8,317

 
 

 
 

 
 

 
 

 
 

 
8,321

Shares issued in employee stock purchase plan
66,259

 
1

 
1,631

 
 

 
 

 
 

 
 

 
 

 
1,632

Stock-based compensation, net of forfeitures
683,868

 
7

 
15,509

 
 

 
(32,375
)
 
 

 
 

 
732

 
16,248

Income tax benefit from stock-based compensation expense
 

 
 

 
1,782

 
 

 
 

 
 

 
 

 
 

 
1,782

Adjustments from changes in ownership of Partnership
 

 
 

 
31,573

 
 

 
 

 
 

 
 

 
(49,238
)
 
(17,665
)
Cash distribution to noncontrolling unitholders of the Partnership
 

 
 

 
 

 
 

 
 

 
 

 
 

 
(61,959
)
 
(61,959
)
Other
 
 
 
 
(141
)
 
 
 
 
 
 
 
 
 
 
 
(141
)
Comprehensive income (loss):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net income
 

 
 

 
 

 
 

 
 

 
 

 
123,164

 
32,578

 
155,742

Derivatives gain (loss), net of reclassifications to earnings and tax
 

 
 

 
 

 
(372
)
 
 

 
 

 
 

 
5,579

 
5,207

Adjustments from changes in ownership of Partnership
 

 
 

 
 

 
(703
)
 
 

 
 

 
 

 
 

 
(703
)
Amortization of terminated interest rate swaps, net of tax
 

 
 

 
 

 
2,713

 
 

 
 

 
 

 
 

 
2,713

Foreign currency translation adjustment
 

 
 

 
 

 
4,531

 
 

 
 

 
 

 
 

 
4,531

Balance at December 31, 2013
72,500,773

 
$
725

 
$
3,769,429

 
$
30,078

 
(6,582,068
)
 
$
(213,898
)
 
$
(1,924,244
)
 
$
151,338

 
$
1,813,428

Treasury stock purchased
 

 
 

 
 

 
 

 
(172,232
)
 
(7,044
)
 
 

 
 

 
(7,044
)
Options exercised
729,685

 
7

 
12,812

 
 

 
 

 
 

 
 

 
 

 
12,819

Cash dividends
 
 
 
 
 
 
 
 
 
 
 
 
(40,319
)
 
 

 
(40,319
)
Shares issued in employee stock purchase plan
50,232

 
 

 
1,812

 
 

 
 

 
 

 
 

 
 

 
1,812

Stock-based compensation, net of forfeitures
466,011

 
5

 
17,844

 
 

 
(42,213
)
 
 

 
 

 
1,167

 
19,016

Income tax benefit from stock-based compensation expense
 

 
 

 
6,586

 
 

 
 

 
 

 
 

 
 

 
6,586

Net proceeds from the sale of Partnership units, net of tax
 

 
 

 
74,521

 
 

 
 

 
 

 
 

 
51,212

 
125,733

Cash distribution to noncontrolling unitholders of the Partnership
 

 
 

 
 

 
 

 
 

 
 

 
 

 
(74,856
)
 
(74,856
)
Redemption of convertible debt
61,499

 
1

 
(234,219
)
 
 
 
6,711,587

 
219,211

 
 
 
 
 
(15,007
)
Shares acquired from exercise of call options
 
 
 
 
89,407

 
 
 
(6,522,301
)
 
(89,407
)
 
 
 
 
 

Shares issued for exercise of warrants
 

 
 

 
(22,606
)
 
 

 
1,644,214

 
22,606

 
 

 
 

 

Comprehensive income (loss):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net income
 

 
 

 
 

 
 

 
 

 
 

 
98,166

 
27,716

 
125,882

Derivatives loss, net of reclassifications to earnings and tax
 

 
 

 
 

 
(2,574
)
 
 

 
 

 
 

 
(792
)
 
(3,366
)
Adjustments from changes in ownership of Partnership
 

 
 

 
 

 
65

 
 

 
 

 
 

 
 

 
65

Amortization of terminated interest rate swaps, net of tax
 

 
 

 
 

 
2,944

 
 

 
 

 
 

 
 

 
2,944

Foreign currency translation adjustment
 

 
 

 
 

 
(14,648
)
 
 

 
 

 
 

 
 

 
(14,648
)
Balance at December 31, 2014
73,808,200

 
$
738

 
$
3,715,586

 
$
15,865

 
(4,963,013
)
 
$
(68,532
)
 
$
(1,866,397
)
 
$
155,785

 
$
1,953,045

Treasury stock purchased
 

 
 

 
 

 
 

 
(137,994
)
 
(3,985
)
 
 

 
 

 
(3,985
)
Options exercised
89,759

 
1

 
1,105

 
 

 
 

 
 

 
 

 
 

 
1,106

Cash dividends
 

 
 

 
 

 
 

 
 

 
 

 
(41,584
)
 
 

 
(41,584
)
Shares issued in employee stock purchase plan
28,693

 
 

 
910

 
 

 
 

 
 

 
 

 
 

 
910

Stock-based compensation, net of forfeitures
1,087,656

 
11

 
16,473

 
 

 
(289,335
)
 
 

 
 

 
1,164

 
17,648

Income tax expense from stock-based compensation expense
 

 
 

 
(478
)
 
 

 
 

 
 

 
 

 
 

 
(478
)
Adjustments from changes in ownership of Partnership
 
 
 
 
17,662

 
 
 
 
 
 
 
 
 
(27,634
)
 
(9,972
)
Net proceeds from the sale of Partnership units, net of tax
 

 
 

 
724

 
 

 
 

 
 

 
 

 
 
 
724

Cash distribution to noncontrolling unitholders of the Partnership
 

 
 

 
 

 
 

 
 

 
 

 
 

 
(81,779
)
 
(81,779
)
Shares issued for exercise of warrants
 

 
 

 
(88
)
 
 

 
6,372

 
88

 
 

 
 

 

Spin-off of Exterran Corporation
 
 
 
 
(930,936
)
 
(13,218
)
 
 
 
 
 
 
 
 
 
(944,154
)
Comprehensive income (loss):
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Net income (loss)
 

 
 

 
 

 
 

 
 

 
 

 
(105,818
)
 
6,852

 
(98,966
)
Derivatives loss, net of reclassifications to earnings and tax
 

 
 

 
 

 
(2,426
)
 
 

 
 

 
 

 
(1,039
)
 
(3,465
)
Adjustments from changes in ownership of Partnership
 

 
 

 
 

 
(223
)
 
 

 
 

 
 

 
 

 
(223
)
Amortization of terminated interest rate swaps, net of tax
 

 
 

 
 

 
1,990

 
 

 
 

 
 

 
 

 
1,990

Foreign currency translation adjustment
 

 
 

 
 

 
(3,558
)
 
 

 
 

 
 

 
 

 
(3,558
)
Balance at December 31, 2015
75,014,308

 
$
750

 
$
2,820,958

 
$
(1,570
)
 
(5,383,970
)
 
$
(72,429
)
 
$
(2,013,799
)
 
$
53,349

 
$
787,259

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

F-5

Table of Contents


ARCHROCK, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
 
 
Years Ended December 31,
 
2015
 
2014
 
2013
Cash flows from operating activities:
 

 
 

 
 

Net income (loss)
$
(98,966
)
 
$
125,882

 
$
155,742

Adjustments to reconcile net income (loss) to cash provided by operating activities:
 

 
 

 
 

Depreciation and amortization
229,127

 
212,268

 
187,476

Long-lived asset impairment
124,979

 
42,828

 
16,696

Goodwill impairment
3,738

 

 

Amortization of deferred financing costs
6,429

 
5,994

 
7,690

Debt extinguishment costs
9,201

 

 

Income from discontinued operations, net of tax
(60,408
)
 
(142,995
)
 
(158,790
)
Amortization of debt discount
1,170

 
12,380

 
23,407

Provision for doubtful accounts
3,163

 
1,824

 
494

Gain on sale of property, plant and equipment
(1,645
)
 
(5,645
)
 
(24,035
)
Amortization of terminated interest rate swaps
3,063

 
4,530

 
4,174

Interest rate swaps
603

 
397

 
334

Stock-based compensation expense
10,029

 
8,998

 
6,418

Non-cash restructuring charges
2,515

 
4,103

 

Deferred income tax provision
49,991

 
(33,586
)
 
(19,437
)
Changes in assets and liabilities, net of acquisitions:
 

 
 

 
 

Accounts receivable and notes
9,023

 
(37,109
)
 
(13,755
)
Inventory
16,276

 
29,640

 
(29,941
)
Other current assets
1,242

 
(3,801
)
 
692

Accounts payable and other liabilities
(626
)
 
(606
)
 
(34,607
)
Deferred revenue
(2,401
)
 
(1,099
)
 
(2,104
)
Other
15,971

 
(7,986
)
 
(356
)
Net cash provided by continuing operations
322,474

 
216,017

 
120,098

Net cash provided by discontinued operations
105,106

 
163,353

 
235,605

Net cash provided by operating activities
427,580

 
379,370

 
355,703

 
 
 
 
 
 
Cash flows from investing activities:
 

 
 

 
 

Capital expenditures
(256,142
)
 
(383,841
)
 
(291,530
)
Proceeds from sale of property, plant and equipment
18,767

 
12,154

 
80,047

Payments for business acquisitions

 
(494,755
)
 

Net cash used in continuing operations
(237,375
)
 
(866,442
)
 
(211,483
)
Net cash provided by (used in) discontinued operations
(91,504
)
 
(63,409
)
 
15,032

Net cash used in investing activities
(328,879
)
 
(929,851
)
 
(196,451
)
 
 
 
 
 
 
Cash flows from financing activities:
 

 
 

 
 

Proceeds from borrowings of long-term debt
1,483,258

 
2,240,299

 
2,108,037

Repayments of long-term debt
(1,921,758
)
 
(1,727,500
)
 
(2,195,750
)
Payments for debt issuance costs
(6,100
)
 
(6,986
)
 
(12,147
)
Payments above face value for redemption of convertible debt

 
(15,007
)
 

Payments above face value for redemption of senior notes
(6,346
)
 

 

Payments for settlement of interest rate swaps that include financing elements
(3,728
)
 
(3,793
)
 
(2,207
)
Net proceeds from the sale of Partnership units
1,164

 
169,471

 

Proceeds from stock options exercised
1,106

 
12,819

 
8,321

Proceeds from stock issued pursuant to our employee stock purchase plan
910

 
1,812

 
1,632

Purchases of treasury stock
(3,985
)
 
(7,044
)
 
(4,539
)
Dividends to Archrock stockholders
(41,584
)
 
(40,319
)
 

Stock-based compensation excess tax benefit
1,227

 
6,151

 
969

Special distribution from Exterran Corporation
532,578

 

 

Cash distributed to Exterran Corporation
(52,479
)
 

 

Distributions to noncontrolling partners in the Partnership
(81,779
)
 
(74,856
)
 
(61,959
)
Net cash provided by (used in) continuing operations
(97,516
)
 
555,047

 
(157,643
)
Net cash provided by discontinued operations

 
3,434

 
941

Net cash provided by (used in) financing activities
(97,516
)
 
558,481

 
(156,702
)
Effect of exchange rate changes on cash and cash equivalents

 
(3,925
)
 
(1,487
)
Net increase in cash and cash equivalents - total operations
1,185

 
4,075

 
1,063

Less: Net increase in cash and cash equivalents - discontinued operations

 
4,168

 
1,026

Cash and cash equivalents at beginning of period
378

 
471

 
434

Cash and cash equivalents at end of period
$
1,563

 
$
378

 
$
471

 
 
 
 
 
 
Supplemental disclosure of cash flow information:
 

 
 

 
 

Interest paid, net of capitalized amounts
$
101,728

 
$
87,407

 
$
78,548

Income taxes paid, net
$
2,057

 
$
521

 
$
1,139

 
 
 
 
 
 
Supplemental disclosure of non-cash transactions:
 

 
 

 
 

Accrued capital expenditures
$
253

 
$
16,568

 
$
6,919

Treasury shares issued for redemption of convertible debt
$

 
$
219,211

 
$

Shares acquired from exercise of call options
$

 
$
(89,407
)
 
$

Treasury shares issued for exercise of warrants
$
88

 
$
22,606

 
$

Spin-off of Exterran Corporation
$
(13,218
)
 
$

 
$

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

F-6

Table of Contents


ARCHROCK, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Organization and Summary of Significant Accounting Policies

Archrock, Inc., formerly Exterran Holdings, Inc., together with its subsidiaries (“Archrock”, “our”, “we”, or “us”) is a pure play United States of America (“U.S.”) natural gas contract operations services business and the leading provider of natural gas compression services to customers in the oil and natural gas industry throughout the U.S. and a leading supplier of aftermarket services to customers that own compression equipment in the U.S. We operate in two primary business lines: contract operations and aftermarket services. In our contract operations business line, we use our fleet of natural gas compression equipment to provide operations services to our customers. In our aftermarket services business line, we sell parts and components and provide operations, maintenance, overhaul and reconfiguration services to customers who own compression equipment.

Principles of Consolidation

The accompanying consolidated financial statements include Archrock and its wholly-owned and majority-owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation. Certain prior year amounts have been reclassified to conform to the current year presentation.

For financial reporting purposes, we consolidate the financial statements of Archrock Partners, L.P. (together with its subsidiaries, the “Partnership”) with those of our own and reflect its operations in our contract operations business segment. We control the Partnership through our ownership of its general partner. Public ownership of the Partnership’s net assets and earnings is presented as a component of noncontrolling interest in our consolidated financial statements. The borrowings of the Partnership are presented as part of our consolidated debt. However, we do not have any obligation for the payment of interest or repayment of borrowings incurred by the Partnership.

Use of Estimates in the Consolidated Financial Statements

The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the U.S. (“GAAP”) requires management to make estimates and assumptions that affect the reported amount of assets, liabilities, revenue and expenses, as well as the disclosures of contingent assets and liabilities. Because of the inherent uncertainties in this process, actual future results could differ from those expected at the reporting date. Management believes that the estimates and assumptions used are reasonable.

Cash and Cash Equivalents

We consider all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Revenue Recognition

Contract operations revenue is recognized when earned, which generally occurs monthly when service is provided under our customer contracts. Aftermarket services revenue is recognized as products are delivered and title is transferred or services are performed for the customer.

Concentrations of Credit Risk

Financial instruments that potentially subject us to concentrations of credit risk consist of cash and cash equivalents and accounts receivable. We believe that the credit risk in temporary cash investments is limited because our cash is held in accounts with multiple financial institutions. Trade accounts receivable are due from companies of varying size engaged principally in oil and natural gas activities throughout the U.S. We review the financial condition of customers prior to extending credit and generally do not obtain collateral for trade receivables. Payment terms are on a short-term basis and in accordance with industry practice. We consider this credit risk to be limited due to these companies’ financial resources, the nature of products and services we provide and the terms of our contract operations customer service agreements.


F-7

Table of Contents


We maintain allowances for doubtful accounts for estimated losses resulting from our customers’ inability to make required payments. The determination of the collectability of amounts due from our customers requires us to use estimates and make judgments regarding future events and trends, including monitoring our customers’ payment history and current creditworthiness to determine that collectability is reasonably assured, as well as consideration of the overall business climate in which our customers operate. Inherently, these uncertainties require us to make judgments and estimates regarding our customers’ ability to pay amounts due to us in order to determine the appropriate amount of valuation allowances required for doubtful accounts. We review the adequacy of our allowance for doubtful accounts quarterly. We determine the allowance needed based on historical write-off experience and by evaluating significant balances aged greater than 90 days individually for collectability. Account balances are charged off against the allowance after all means of collection have been exhausted and the potential for recovery is considered remote. During the years ended December 31, 2015 , 2014 and 2013 , we recorded bad debt expense of $3.1 million , $1.7 million and a recovery of bad debt expense of $0.2 million , respectively.

Inventory

Inventory consists of parts used for maintenance of natural gas compression equipment. Inventory is stated at the lower of cost or market using the average-cost method. A reserve is recorded against inventory balances for estimated obsolescence based on specific identification and historical experience.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost and depreciated using the straight-line method over their estimated useful lives as follows:

Compression equipment, facilities and other fleet assets
3 to 30 years
Buildings
20 to 35 years
Transportation, shop equipment and other
3 to 10 years

Major improvements that extend the useful life of an asset are capitalized. Repairs and maintenance are expensed as incurred. When property, plant and equipment is sold, retired or otherwise disposed of, the gain or loss is recorded in other (income) expense, net. Interest is capitalized during the construction period on equipment and facilities that are constructed for use in our operations. The capitalized interest is included as part of the cost of the asset to which it relates and is amortized over the asset’s estimated useful life.

Computer software

Certain costs related to the development or purchase of internal-use software are capitalized and amortized over the estimated useful life of the software, which ranges from three to five years . Costs related to the preliminary project stage and the post-implementation/operation stage of an internal-use computer software development project are expensed as incurred.

Long-Lived Assets

We review long-lived assets, including property, plant and equipment and identifiable intangibles that are being amortized, for impairment whenever events or changes in circumstances, including the removal of compressor units from our active fleet, indicate that the carrying amount of an asset may not be recoverable. An impairment loss exists when estimated undiscounted cash flows expected to result from the use of the asset and its eventual disposition are less than its carrying amount. When necessary, an impairment loss is recognized and represents the excess of the asset’s carrying value as compared to its estimated fair value and is charged to the period in which the impairment occurred. Identifiable intangibles are amortized over the assets’ estimated useful lives.

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 unit.


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We review the carrying value of our goodwill for potential impairment in the fourth quarter of every year, or whenever events or other circumstances indicate that we may not be able to recover the carrying amount. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. We may elect to perform the two-step goodwill impairment test without completing a qualitative assessment.

If a two-step process goodwill impairment test is elected or required, the first step is to compare the implied fair value of our reporting unit with its carrying value (including the goodwill). If the implied fair value of the reporting unit is higher than the carrying value, no impairment is deemed to exist and no further testing is required. If, however, the implied fair value of the reporting unit is below the recorded carrying value, then a second step must be performed to determine the goodwill impairment required, if any. We calculate the implied fair value of the reporting unit goodwill by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss for that excess amount.

Determining the fair value of a reporting unit under the first step of the goodwill impairment test is judgmental in nature and involves the use of significant estimates and assumptions, which have a significant impact on the fair value determined. We determine the fair value of our reporting unit using both the expected present value of future cash flows and a market approach. Each approach is weighted 50% in determining our calculated fair value. The present value of future cash flows is estimated using our most recent forecast and the weighted average cost of capital. The market approach uses a market multiple on the earnings before interest expense, provision for income taxes and depreciation and amortization expense of comparable peer companies. Significant estimates for our reporting unit included in our impairment analysis are our cash flow forecasts, our estimate of the market’s weighted average cost of capital and market multiples.

Beginning in late 2014 and extending throughout 2015, the energy markets experienced a significant reduction in oil and natural gas prices which has had a significant impact on the financial performance and operating results of many oil and natural gas companies. Such declines accelerated in the fourth quarter of 2015, resulting in higher borrowing costs for companies and a substantial reduction in forecasted capital spending across the energy industry leading to lower projected growth rates over the short-term. Such declines impacted our future cash flow forecasts, our market capitalization, and the market capitalization of peer companies. We identified these conditions as a triggering event, which required us to perform a goodwill impairment test as of December 31, 2015. As of this filing, we have not completed the goodwill impairment analysis, due to the complexities involved in determining the implied fair value of goodwill in the second step of the goodwill impairment test. However, based on the work performed to date, we have concluded that an impairment is probable and can be reasonably estimated. Accordingly, we recorded a full impairment of our remaining goodwill in the fourth quarter of 2015 of $3.7 million which is presented in goodwill impairment on the consolidated statement of operations. We expect to finalize the goodwill impairment analysis during the first quarter of 2016 and any resulting adjustment to the impairment will be recorded at that time.

Other (Income) Expense, Net

Other (income) expense, net, is primarily comprised of gains and losses from the sale of used assets.

Income Taxes

We account for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events included in the consolidated financial statements. Under this method, deferred tax assets and liabilities are determined based on the differences between the consolidated financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

We record net deferred tax assets to the extent we believe these assets will more likely than not be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies and results of recent operations. In the event we were to determine that we would be able to realize our deferred income tax assets in the future in excess of their net recorded amount, we would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.


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We record uncertain tax positions in accordance with the accounting standard on income taxes under a two-step process whereby (1) we determine whether it is more likely than not that the tax positions will be sustained based on the technical merits of the position and (2) for those tax positions that meet the more-likely-than-not recognition threshold, we recognize the largest amount of tax benefit that is greater than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

Hedging and Use of Derivative Instruments

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 do not use derivative financial instruments for trading or other speculative purposes. We record interest rate swaps on the balance sheet as either derivative assets or derivative liabilities measured at their fair value. The fair value of our derivatives is estimated using a combination of the market and income approach based on forward London Interbank Offered Rate (“LIBOR”) curves. Changes in the fair value of the derivatives designated as cash flow hedges are deferred in accumulated other comprehensive income (loss), net of tax, to the extent the contracts are effective as hedges until settlement of the underlying hedged transaction. To qualify for hedge accounting treatment, we must formally document, designate and assess the effectiveness of the transactions. If the necessary correlation ceases to exist or if the anticipated transaction becomes improbable, we would discontinue hedge accounting and apply mark-to-market accounting. Amounts paid or received from interest rate swap agreements are charged or credited to interest expense and matched with the cash flows and interest expense of the debt being hedged, resulting in an adjustment to the effective interest rate.

Income (Loss) Attributable to Archrock Common Stockholders Per Common Share

Basic income (loss) attributable to Archrock common stockholders per common share is computed using the two-class method, which is an earnings allocation formula that determines net income per share for each class of common stock and participating security according to dividends declared and participation rights in undistributed earnings. Under the two-class method, basic income (loss) attributable to Archrock common stockholders per common share is determined by dividing income (loss) attributable to Archrock common stockholders after deducting amounts allocated to participating securities, by the weighted average number of common shares outstanding for the period. Participating securities include our unvested restricted stock and certain stock settled restricted stock units that have nonforfeitable rights to receive dividends or dividend equivalents, whether paid or unpaid. During periods of net loss, no effect is given to participating securities because they do not have a contractual obligation to participate in our losses.

Diluted income (loss) attributable to Archrock common stockholders per common share is computed using the weighted average number of shares outstanding adjusted for the incremental common stock equivalents attributed to outstanding options and warrants to purchase common stock, restricted stock units, stock to be issued pursuant to our employee stock purchase plan and convertible senior notes, unless their effect would be anti-dilutive.

The following table summarizes net income (loss) attributable to Archrock common stockholders used in the calculation of basic and diluted income (loss) per common share (in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Loss from continuing operations attributable to Archrock stockholders
$
(166,226
)
 
$
(44,829
)
 
$
(35,626
)
Income from discontinued operations, net of tax
60,408

 
142,995

 
158,790

Net income (loss) attributable to Archrock shareholders
(105,818
)
 
98,166

 
123,164

Less: Net income attributable to participating securities
(514
)
 
(495
)
 

Net income (loss) attributable to Archrock common stockholders
$
(106,332
)
 
$
97,671

 
$
123,164



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Table of Contents


The following table shows the potential shares of common stock that were included in computing diluted income (loss) attributable to Archrock common stockholders per common share (in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Weighted average common shares outstanding including participating securities
69,389

 
67,175

 
65,655

Less: Weighted average participating securities outstanding
(956
)
 
(941
)
 
(1,201
)
Weighted average common shares outstanding — used in basic income (loss) per common share
68,433

 
66,234

 
64,454

Net dilutive potential common shares issuable:
 

 
 

 
 

On exercise of options and vesting of restricted stock units
*

 
*

 
*

On settlement of employee stock purchase plan shares
*

 
*

 
*

On exercise of warrants
*

 
*

 
*

On conversion of 4.25% convertible senior notes due 2014
**

 
*

 
*

On conversion of 4.75% convertible senior notes due 2014
**

 
**

 
*

Weighted average common shares outstanding — used in diluted income (loss) per common share
68,433

 
66,234

 
64,454


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

**
Not applicable as the debt instrument was not outstanding during the period.

There were no adjustments to net income (loss) attributable to Archrock common stockholders for the diluted earnings (loss) per common share calculation during the years ended December 31, 2015 , 2014 and 2013 .

The following table shows the potential shares of common stock issuable that were excluded from computing diluted income (loss) attributable to Archrock common stockholders per common share as their inclusion would have been anti-dilutive (in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Net dilutive potential common shares issuable:
 

 
 

 
 

On exercise of options where exercise price is greater than average market value for the period
572

 
515

 
734

On exercise of options and vesting of restricted stock units
214

 
490

 
547

On settlement of employee stock purchase plan shares

 
1

 
2

On exercise of warrants

 
10,666

 
12,426

On conversion of 4.25% convertible senior notes due 2014

 
7,073

 
15,334

On conversion of 4.75% convertible senior notes due 2014

 

 
119

Net dilutive potential common shares issuable
786

 
18,745

 
29,162


Comprehensive Income (Loss)

Components of comprehensive income (loss) are net income (loss) and all changes in equity during a period except those resulting from transactions with owners. Our accumulated other comprehensive income (loss) consists of foreign currency translation adjustments, changes in the fair value of derivative financial instruments, net of tax, that are designated as cash flow hedges and to the extent the hedge is effective, amortization of terminated interest rate swaps and adjustments related to changes in our ownership of the Partnership.


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The following tables present the changes in accumulated other comprehensive income (loss) by component, net of tax and excluding noncontrolling interest, during the years ended December 31, 2013 , 2014 and 2015 :

 
Derivatives
Cash Flow
  Hedges
 
Foreign Currency
Translation
  Adjustment
 
Total
Accumulated other comprehensive income (loss), January 1, 2013
$
(2,984
)
 
$
26,893

 
$
23,909

Loss recognized in other comprehensive income (loss), net of tax
(476
)
(1)  
(2,960
)
 
(3,436
)
Loss reclassified from accumulated other comprehensive income (loss), net of tax
2,114

(2)  
7,491

(3)  
9,605

Other comprehensive income attributable to Archrock stockholders
1,638

   
4,531

 
6,169

Accumulated other comprehensive income (loss), December 31, 2013
$
(1,346
)
 
$
31,424

 
$
30,078

Loss recognized in other comprehensive income (loss), net of tax
(1,295
)
(4)  
(11,871
)
 
(13,166
)
(Gain) loss reclassified from accumulated other comprehensive income (loss), net of tax
1,730

(5)  
(2,777
)
(6)  
(1,047
)
Other comprehensive income (loss) attributable to Archrock stockholders
435

   
(14,648
)
 
(14,213
)
Accumulated other comprehensive income (loss), December 31, 2014
$
(911
)
 
$
16,776

 
$
15,865

Loss recognized in other comprehensive income (loss), net of tax
(2,713
)
(7)  
(3,558
)
 
(6,271
)
(Gain) loss reclassified from accumulated other comprehensive income (loss), net of tax
2,054

(8)  
(13,218
)
(9)  
(11,164
)
Other comprehensive loss attributable to Archrock stockholders
(659
)
 
(16,776
)
 
(17,435
)
Accumulated other comprehensive income (loss), December 31, 2015
$
(1,570
)
 
$

 
$
(1,570
)

(1)  
During the year ended December 31, 2013 , we recognized a loss of $0.5 million and a tax benefit of $0.1 million , in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments.

(2)  
During the year ended December 31, 2013 , we reclassified a $3.2 million loss to interest expense and a tax benefit of $1.1 million to provision for (benefit from) income taxes in our consolidated statements of operations from accumulated other comprehensive income (loss).

(3)  
During the year ended December 31, 2013 , we reclassified losses of $7.5 million related to foreign currency translation adjustments to income from discontinued operations, net of tax in our consolidated statements of operations. These amounts represent cumulative foreign currency translation adjustments associated with Exterran Corporation’s contract operations and aftermarket services businesses in Canada and United Kingdom entity that were sold during the year ended December 31, 2013.

(4)  
During the year ended December 31, 2014 , we recognized a loss of $2.0 million and a tax benefit of $0.7 million , in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments.

(5)  
During the year ended December 31, 2014 , we reclassified a $2.6 million loss to interest expense and a tax benefit of $0.9 million to provision for (benefit from) income taxes in our consolidated statements of operations from accumulated other comprehensive income (loss).

(6)  
During the year ended December 31, 2014 , we reclassified a gain of $2.8 million related to foreign currency translation adjustments to discontinued operations, net of tax, in our consolidated statements of operations. This amount represents cumulative foreign currency translation adjustments associated with Exterran Corporation’s contract operations and aftermarket services businesses in Australia, which were sold in December 2014 , that previously had been recognized in accumulated other comprehensive income (loss).

(7)  
During the year ended December 31, 2015 , we recognized a loss of $4.1 million and a tax benefit of $1.4 million , in other comprehensive income (loss), net of tax, related to changes in the fair value of derivative financial instruments.

(8)  
During the year ended December 31, 2015 , we reclassified a $3.2 million loss to interest expense and a tax benefit of $1.1 million to provision for (benefit from) income taxes in our consolidated statements of operations from accumulated other comprehensive income (loss).


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Table of Contents


(9)  
During the year ended December 31, 2015 , we reclassified a loss of $13.2 million related to foreign currency translation adjustments to additional paid in capital, in our consolidated balance sheet. This amount represents cumulative foreign currency translation adjustments associated with the businesses of Exterran Corporation which were spun-off in November 2015, that previously had been recognized in accumulated other comprehensive income (loss). See Note 2 (‘Discontinued Operations”) for further discussion of the Spin-off.

Financial Instruments

Our financial instruments consist of cash, receivables, payables, interest rate swaps and debt. At December 31, 2015 and 2014 , the estimated fair values of these financial instruments approximated their carrying amounts as reflected in our consolidated balance sheets. The fair value of our fixed rate debt was estimated based on quoted market yields in inactive markets, which are Level 2 inputs. The fair value of our floating rate debt was estimated using a discounted cash flow analysis based on interest rates offered on loans with similar terms to borrowers of similar credit quality, which are Level 3 inputs. See Note 11 (“Fair Value Measurements”) for additional information regarding the fair value hierarchy.

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

 
December 31, 2015
 
December 31, 2014
 
Carrying
  Amount
 
Fair Value
 
Carrying
  Amount
 
Fair Value
Fixed rate debt
$
691,465

 
$
524,000

 
$
1,040,295

 
$
960,000

Floating rate debt
897,000

 
897,000

 
985,500

 
986,000

Total debt
$
1,588,465

 
$
1,421,000

 
$
2,025,795

 
$
1,946,000

 

GAAP requires that all derivative instruments (including certain derivative instruments embedded in other contracts) be recognized in the balance sheet at fair value and that changes in such fair values be recognized in 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

Spin-off of Exterran Corporation

On November 3, 2015 (the “Distribution Date”), we completed the spin-off (the “Spin-off”) of our international contract operations, international aftermarket services and global fabrication businesses into a standalone public company operating as Exterran Corporation. To effect the Spin-off, we distributed on the Distribution Date, on a pro rata basis, all of the shares of Exterran Corporation common stock to our stockholders as of October 27, 2015 (the “Record Date”). Archrock stockholders received one share of Exterran Corporation common stock for every two shares of our common stock held at the close of business on the Record Date. Upon the completion of the Spin-off, we were renamed “Archrock, Inc.” and, on November 4, 2015, the ticker symbol for our common stock on the New York Stock Exchange was changed to “AROC.” Following the completion of the Spin-off, we and Exterran Corporation are independent, publicly traded companies with separate public ownership, boards of directors and management, and we continue to own and operate the U.S. contract operations and U.S. aftermarket services businesses that we previously owned. Additionally, we continue to hold our interests in the Partnership. Effective on November 3, 2015, the Partnership was renamed “Archrock Partners, L.P.,” and, on November 4, 2015, the ticker symbol for its common units on the Nasdaq Global Select Market was changed to “APLP.” The Exterran Corporation business has been reported as discontinued operations, net of tax, in our consolidated statement of operations for all periods presented and was previously included in the international contract operations segment, fabrication segment and aftermarket services segment. Subsequent to the Spin-off, we no longer operate in the International contract operations, International aftermarket services or Fabrication segments.


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Table of Contents


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

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

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

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

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


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Table of Contents


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

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

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

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

Other discontinued operations activity

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

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

 
Years Ended December 31,
 
2015
 
2014
 
2013
 
Exterran Corporation (1)
 
Contract
Water
  Treatment
  Business
 
Total
 
Exterran Corporation
 
Contract
Water
  Treatment
  Business
 
Total
 
Exterran Corporation
 
Contract
Water
  Treatment
  Business
 
Total
Revenue
$
1,424,184

 
$

 
$
1,424,184

 
$
1,940,585

 
$

 
$
1,940,585

 
$
2,297,632

 
$
3,425

 
$
2,301,057

Cost of sales (excluding depreciation and amortization expense)
1,017,912

 
222

 
1,018,134

 
1,364,051

 
479

 
1,364,530

 
1,726,420

 
3,015

 
1,729,435

Selling, general and administrative
171,912

 

 
171,912

 
245,103

 
30

 
245,133

 
239,322

 
337

 
239,659

Depreciation and amortization
124,321

 

 
124,321

 
173,803

 

 
173,803

 
140,029

 

 
140,029

Long-lived asset impairment
14,264

 

 
14,264

 
3,851

 
319

 
4,170

 
11,941

 
2,355

 
14,296

Restructuring charges
43,884

 

 
43,884

 
2,159

 

 
2,159

 

 

 

Interest expense
1,578

 

 
1,578

 
1,905

 

 
1,905

 
3,551

 

 
3,551

Equity in income of non-consolidated affiliates
(15,152
)
 

 
(15,152
)
 
(14,553
)
 

 
(14,553
)
 
(19,000
)
 

 
(19,000
)
Other (income) loss, net (2)
(23,782
)
 

 
(23,782
)
 
(65,976
)
 
(27
)
 
(66,003
)
 
(68,115
)
 
1,002

 
(67,113
)
Income (loss) from discontinued operations before income taxes
89,247

 
(222
)
 
89,025

 
230,242

 
(801
)
 
229,441

 
263,484

 
(3,284
)
 
260,200

Provision for (benefit from) income taxes
28,705

 
(88
)
 
28,617

 
86,723

 
(277
)
 
86,446

 
102,559

 
(1,149
)
 
101,410

Income (loss) from discontinued operations, net of tax
$
60,542

 
$
(134
)
 
$
60,408

 
$
143,519

 
$
(524
)
 
$
142,995

 
$
160,925

 
$
(2,135
)
 
$
158,790


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


F-15

Table of Contents


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

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

 
December 31, 2015
 
December 31, 2014
 
Exterran Corporation
 
Contract Water Treatment Business
 
Total
 
Exterran Corporation
 
Contract Water Treatment Business
 
Total
Cash and cash equivalents
$

 
$

 
$

 
$
39,792

 
$

 
$
39,792

Restricted cash

 

 

 
1,490

 

 
1,490

Accounts receivable

 

 

 
398,072

 
69

 
398,141

Inventory

 

 

 
257,785

 

 
257,785

Costs and estimated earnings in excess of billings on uncompleted contracts

 

 

 
120,938

 

 
120,938

Other current assets
420

 

 
420

 
54,012

 

 
54,012

Total current assets associated with discontinued operations
420

 

 
420

 
872,089

 
69

 
872,158

Property, plant and equipment

 

 

 
954,811

 

 
954,811

Intangibles and other assets, net
5,714

 

 
5,714

 
238,767

 

 
238,767

Deferred income taxes

 
15,486

 
15,486

 

 
17,469

 
17,469

Total assets associated with discontinued operations
$
6,134

 
$
15,486

 
$
21,620

 
$
2,065,667

 
$
17,538

 
$
2,083,205

Accounts payable
$

 
$

 
$

 
$
162,040

 
$
1

 
$
162,041

Accrued liabilities

 

 

 
169,066

 
727

 
169,793

Deferred income taxes
420

 

 
420

 

 

 

Deferred revenue

 

 

 
64,820

 

 
64,820

Billings on uncompleted contracts in excess of costs and estimated earnings

 

 

 
76,277

 

 
76,277

Total current liabilities associated with discontinued operations
420

 

 
420

 
472,203

 
728

 
472,931

Long-term debt

 

 

 
1,107

 

 
1,107

Deferred income taxes
5,714

 

 
5,714

 
39,100

 

 
39,100

Other long-term liabilities

 

 

 
68,876

 

 
68,876

Total liabilities associated with discontinued operations
$
6,134

 
$

 
$
6,134

 
$
581,286

 
$
728

 
$
582,014


3. Business Acquisitions

August 2014 MidCon Acquisition

On August 8, 2014, the Partnership completed an acquisition of natural gas compression assets, including a fleet of 162 compressor units, comprising approximately 110,000 horsepower from MidCon Compression, L.L.C. (“MidCon”) for $130.1 million . The purchase price was funded with borrowings under the Partnership’s revolving credit facility. The majority of the horsepower acquired is utilized under a five -year contract operations services agreement with BHP Billiton Petroleum (“BHP Billiton”), which expires in March 2019, to provide compression services. In connection with the acquisition, the contract operations services agreement with BHP Billiton was assigned to the Partnership effective as of the closing. During the year ended December 31, 2014 , the Partnership incurred transaction costs of approximately $1.0 million related to this acquisition, which is reflected in other (income) expense, net, in our consolidated statements of operations.

In accordance with the terms of the purchase and sale agreement between the Partnership and MidCon relating to this acquisition, the Partnership directed MidCon to sell a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory to our wholly-owned subsidiary Archrock Services, L.P. (“ASLP”), an indirect parent company of the Partnership, for $4.1 million . The assets acquired by ASLP are used in conjunction with the compression units the Partnership acquired from MidCon to provide compression services. The acquisition of the assets by the Partnership and ASLP from MidCon is referred to as the “August 2014 MidCon Acquisition.”


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We accounted for the August 2014 MidCon Acquisition using the acquisition method, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. The excess of the consideration transferred over those fair values is recorded as goodwill. The following table summarizes the purchase price allocation based on estimated fair values of the acquired assets and liabilities as of the acquisition date (in thousands):

 
Fair Value
Inventory
$
2,302

Property, plant and equipment
80,154

Goodwill
3,738

Intangible assets
48,373

Current liabilities
(372
)
Purchase price
$
134,195


Property, Plant and Equipment, Goodwill and Intangible Assets Acquired

Property, plant and equipment is primarily comprised of compression equipment that will be depreciated on a straight-line basis over an estimated average remaining useful life of 24 years .

Goodwill of $3.7 million resulting from the acquisition is attributable to the expansion of our services in the region and was assigned to our contract operations segment. The goodwill recorded is considered to have an indefinite life and is reviewed annually for impairment or more frequently if indicators of impairment exist. At December 31, 2015, we recorded a full impairment of our goodwill. See Note 6 (“Goodwill”) for further discussion of goodwill impairment.

The amount of finite life intangible assets, and their associated average useful lives, was determined based on the period which the assets are expected to contribute directly or indirectly to our future cash flows, and consisted of the following:

 
Amount
(In thousands)
 
Average
  Useful Life
Customer related
$
21,590

 
25 years
Contract based
26,783

 
5 years
Total acquired identifiable intangible assets
$
48,373

 
 

The results of operations attributable to the assets and liabilities acquired in the August 2014 MidCon Acquisition have been included in our consolidated financial statements as part of our contract operations segment since the date of acquisition.

April 2014 MidCon Acquisition

On April 10, 2014, the Partnership completed an acquisition of natural gas compression assets, including a fleet of 337 compressor units, comprising approximately 444,000 horsepower from MidCon for $352.9 million . The purchase price was funded with the net proceeds from the Partnership’s public sale of 6.2 million common units and a portion of the net proceeds from the Partnership’s issuance of $350.0 million aggregate principal amount of 6% senior notes due October 2022 (the “Partnership 2014 Notes”). The compressor units were previously used by MidCon to provide compression services to a subsidiary of Access Midstream Partners LP (“Access”). Effective as of the closing of the acquisition, the Partnership and Access entered into a seven -year contract operations services agreement under which the Partnership provides compression services to Williams Partners, L.P. (formerly Access). During the year ended December 31, 2014 , the Partnership incurred transaction costs of approximately $1.5 million related to this acquisition, which is reflected in other (income) expense, net, in our consolidated statements of operations.

In accordance with the terms of the purchase and sale agreement between the Partnership and MidCon relating to this acquisition, the Partnership directed MidCon to sell a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory to our wholly-owned subsidiary ASLP, an indirect parent company of the Partnership, for $7.7 million . The assets acquired by ASLP are used in conjunction with the compression units the Partnership acquired from MidCon to provide compression services. The acquisition of the assets by the Partnership and ASLP from MidCon is referred to as the “April 2014 MidCon Acquisition.”


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We accounted for the April   2014 MidCon Acquisition using the acquisition method, which requires, among other things, assets acquired and liabilities assumed to be recorded at their fair value on the acquisition date. The following table summarizes the purchase price allocation based on estimated fair values of the acquired assets and liabilities as of the acquisition date (in thousands):

 
Fair Value
Inventory
$
4,357

Property, plant and equipment
314,556

Intangible assets
42,474

Current liabilities
(827
)
Purchase price
$
360,560


Property, Plant and Equipment and Intangible Assets Acquired

Property, plant and equipment is primarily comprised of compression equipment that will be depreciated on a straight-line basis over an estimated average remaining useful life of 25 years .

The amount of finite life intangible assets, and their associated average useful lives, was determined based on the period which the assets are expected to contribute directly or indirectly to our future cash flows, and consisted of the following:

 
Amount
(In thousands)
 
Average
  Useful Life
Customer related
$
4,701

 
25 years
Contract based
37,773

 
7 years
Total acquired identifiable intangible assets
$
42,474

 
 
 

The results of operations attributable to the assets and liabilities acquired in the April 2014 MidCon Acquisition have been included in our consolidated financial statements as part of our contract operations segment since the date of acquisition.

Unaudited Pro Forma Financial Information

The unaudited Pro forma financial information for the years ended December 31, 2014 and 2013 has been included to give effect to the additional assets acquired in the August   2014 MidCon Acquisition and the April   2014 MidCon Acquisition. The August   2014 MidCon Acquisition and the April   2014 MidCon Acquisition are presented in the unaudited pro forma financial information as though these transactions occurred as of January 1, 2013. The unaudited pro forma financial information reflects the following transactions:

As related to the August 2014 MidCon Acquisition:

the Partnership’s acquisition in August 2014 of natural gas compression assets and identifiable intangible assets from MidCon;

our wholly-owned subsidiary ASLP’s, an indirect parent company of the Partnership, acquisition from MidCon, as directed by the Partnership, of a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory;

the Partnership’s borrowings under its revolving credit facility to pay $130.1 million to MidCon for the August 2014 MidCon Acquisition; and

our borrowings under our revolving credit facility to pay $4.1 million to MidCon for assets acquired by ASLP in the August 2014 MidCon Acquisition.

As related to the April 2014 MidCon Acquisition:

the Partnership’s acquisition in April 2014 of natural gas compression assets and identifiable intangible assets from MidCon;

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our wholly-owned subsidiary ASLP’s, an indirect parent company of the Partnership, acquisition from MidCon, as directed by the Partnership, of a tract of real property and the facility located thereon, a fleet of vehicles, personal property and parts inventory;

the Partnership’s issuance of 6.2 million common units to the public and approximately 126,000 general partner units to us;

the Partnership’s issuance of $350.0 million aggregate principal amount of the Partnership 2014 Notes;

the Partnership’s use of proceeds from the issuance of common units, general partner units and the Partnership 2014 Notes to pay $352.9 million to MidCon for the April 2014 MidCon Acquisition and to pay down $157.5 million on its revolving credit facility; and

our borrowings under our revolving credit facility to pay $7.7 million to MidCon for assets acquired by one of our wholly-owned subsidiaries in the April 2014 MidCon Acquisition.

The unaudited pro forma financial information below is presented for informational purposes only and is not necessarily indicative of our results of operations that would have occurred had each transaction been consummated at the beginning of the period presented, nor is it necessarily indicative of future results. The unaudited pro forma financial information below was derived by adjusting our historical financial statements.

The following table shows unaudited pro forma financial information for the years ended December 31, 2014 and 2013 (in thousands, except per share amounts):

 
Years Ended December 31,
 
2014
 
2013
Revenue
$
996,961

 
$
974,518

Net income attributable to Archrock common stockholders
$
100,208

 
$
127,028

Basic net income per common share attributable to Archrock common stockholders
$
1.51

 
$
1.97

Diluted net income per common share attributable to Archrock common stockholders
$
1.51

 
$
1.97


4. Inventory

Inventory consisted of the following amounts (in thousands):

 
December 31,
 
2015
 
2014
Parts and supplies
$
109,634

 
$
120,646

Work in progress
19,777

 
25,140

Inventory
$
129,411

 
$
145,786


During the years ended December 31, 2015 , 2014 and 2013, we recorded $4.3 million , $8.9 million and $3.9 million , respectively, in inventory write-downs and reserves for inventory which was obsolete, excess or carried at a price above market value. As of December 31, 2015 and 2014 , we had inventory reserves of $9.8 million and $11.5 million , respectively.


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5. Property, Plant and Equipment, net

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

 
December 31,
 
2015
 
2014
Compression equipment, facilities and other fleet assets
$
3,292,364

 
$
3,401,594

Land and buildings
53,175

 
51,391

Transportation and shop equipment
108,998

 
103,207

Other
109,291

 
84,382

 
3,563,828

 
3,640,574

Accumulated depreciation
(1,296,040
)
 
(1,268,493
)
Property, plant and equipment, net
$
2,267,788

 
$
2,372,081


Depreciation expense was $212.0 million , $200.0 million and $180.7 million during the years ended December 31, 2015 , 2014 and 2013 , respectively. Assets under construction of $71.1 million and $82.6 million were primarily included in compression equipment, facilities and other fleet assets at December 31, 2015 and 2014 , respectively. We capitalized $0.3 million , $0.2 million and $0.3 million of interest related to construction in process during the years ended December 31, 2015 , 2014 and 2013 , respectively.

6. 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 unit.

We review the carrying value of our goodwill for potential impairment in the fourth quarter of every year, or whenever events or other circumstances indicate that we may not be able to recover the carrying amount. We first assess qualitative factors to evaluate whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as the basis for determining whether it is necessary to perform the two-step goodwill impairment test. We may elect to perform the two-step goodwill impairment test without completing a qualitative assessment.

If a two-step process goodwill impairment test is elected or required, the first step is to compare the implied fair value of our reporting unit with its carrying value (including the goodwill). If the implied fair value of the reporting unit is higher than the carrying value, no impairment is deemed to exist and no further testing is required. If, however, the implied fair value of the reporting unit is below the recorded carrying value, then a second step must be performed to determine the goodwill impairment required, if any. We calculate the implied fair value of the reporting unit goodwill by allocating the estimated fair value of the reporting unit to all of the assets and liabilities of the reporting unit as if the reporting unit had been acquired in a business combination. If the carrying value of the reporting unit’s goodwill exceeds the implied fair value of the goodwill, we recognize an impairment loss for that excess amount.

Determining the fair value of a reporting unit under the first step of the goodwill impairment test is judgmental in nature and involves the use of significant estimates and assumptions, which have a significant impact on the fair value determined. We determine the fair value of our reporting unit using both the expected present value of future cash flows and a market approach. Each approach is weighted 50% in determining our calculated fair value. The present value of future cash flows is estimated using our most recent forecast and the weighted average cost of capital. The market approach uses a market multiple on earnings before interest expense, provision for income taxes and depreciation and amortization expense of comparable peer companies. Significant estimates for our reporting unit included in our impairment analysis are our cash flow forecasts, our estimate of the market’s weighted average cost of capital and market multiples.


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Beginning in late 2014 and extending throughout 2015, the energy markets experienced a significant reduction in oil and natural gas prices which has had a significant impact on the financial performance and operating results of many oil and natural gas companies. Such declines accelerated in the fourth quarter of 2015, resulting in higher borrowing costs for companies and a substantial reduction in forecasted capital spending across the energy industry leading to lower projected growth rates over the short-term. Such declines impacted our future cash flow forecasts, our market capitalization, and the market capitalization of peer companies. We identified these conditions as a triggering event, which required us to perform a goodwill impairment test as of December 31, 2015. As of this filing, we have not completed the goodwill impairment analysis, due to the complexities involved in determining the implied fair value of goodwill in the second step of the goodwill impairment test. However, based on the work performed to date, we have concluded that an impairment is probable and can be reasonably estimated. Accordingly, we recorded a full impairment of our remaining goodwill in the fourth quarter of 2015 of $3.7 million . We expect to finalize the goodwill impairment analysis during the first quarter of 2016 and any resulting adjustment to the impairment will be recorded at that time.

For the years ended December 31, 2014 and 2013 , we determined that there was no impairment of goodwill.

For the year ended December 31, 2013 , there were no additions or acquisitions that resulted in the recognition of goodwill.

During the year ended December 31, 2014 , we acquired $3.7 million in goodwill associated with the August 2014 MidCon Acquisition.

The following table presents the change in the carrying value of goodwill for the year ended December 31, 2015 (in thousands):
 
December 31, 2015

Goodwill as of January 1, 2015
3,738

Goodwill acquired during year

Impairment losses
(3,738
)
Goodwill as of December 31, 2015


7. Intangible and Other Assets, net

Intangible and other assets, net, consisted of the following (in thousands):

 
December 31,
 
2015
 
2014
Deferred financing costs, net
$
20,612

 
$
23,795

Intangible assets, net
100,822

 
117,915

Other
11,038

 
12,443

Intangibles and other assets, net
$
132,472

 
$
154,153


Intangible assets and deferred financing costs consisted of the following (in thousands):

 
December 31, 2015
 
December 31, 2014
 
Gross
  Carrying
  Amount
 
Accumulated
Amortization
 
Gross
  Carrying
  Amount
 
Accumulated
Amortization
Deferred financing costs
$
40,066

 
$
(19,454
)
 
$
41,790

 
$
(17,995
)
Marketing related (5 year life)
330

 
(312
)
 
330

 
(268
)
Customer related (10-25 year life)
107,008

 
(53,957
)
 
107,008

 
(47,859
)
Contract based (5-7 year life)
74,336

 
(26,583
)
 
74,336

 
(15,632
)
Intangible assets and deferred financing costs
$
221,740

 
$
(100,306
)
 
$
223,464

 
$
(81,754
)


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Amortization of deferred financing costs totaled $6.4 million , $6.0 million and $7.7 million in 2015 , 2014 and 2013 , respectively, and was recorded to interest expense in our consolidated statements of operations. As discussed further in Note 9 (“Long-Term Debt”), $2.9 million of deferred financing costs were expensed in 2015 and are reflected in debt extinguishment costs in our consolidated statements of operations. Amortization of intangible assets totaled $17.1 million , $12.3 million and $6.8 million during the years ended December 31, 2015 , 2014 and 2013 , respectively.

Estimated future intangible amortization expense is as follows (in thousands):

2016
$
16,618

2017
16,091

2018
15,673

2019
13,047

2020
9,562

Thereafter
29,831

Total
$
100,822


8. Accrued Liabilities

Accrued liabilities consisted of the following (in thousands):

 
December 31,
 
2015
 
2014
Accrued salaries and other benefits
$
27,066

 
$
39,182

Accrued income and other taxes
15,006

 
20,807

Accrued interest
12,675

 
14,286

Interest rate swaps fair value
4,608

 
4,958

Accrued other liabilities
20,698

 
11,949

Accrued liabilities
$
80,053

 
$
91,182


9. Long-Term Debt

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

 
December 31,
 
2015
 
2014
Revolving credit facility due July 2016
$

 
$
375,500

Revolving credit facility due November 2020
166,500

 

Partnership’s revolving credit facility due May 2018
580,500

 
460,000

Partnership’s term loan facility due May 2018
150,000

 
150,000

Partnership’s 6% senior notes due April 2021 (presented net of the unamortized discount of $3.9 million and $4.5 million, respectively)
346,138

 
345,528

Partnership’s 6% senior notes due October 2022 (presented net of the unamortized discount of $4.7 million and $5.2 million, respectively)
345,327

 
344,767

7.25% senior notes due December 2018

 
350,000

Long-term debt
$
1,588,465

 
$
2,025,795



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Archrock Revolving Credit Facility

In October 2015, in connection with the Spin-off, we entered into a five -year, $350.0  million revolving credit facility (the “Credit Facility”). Availability under the Credit Facility was subject to the satisfaction of certain conditions precedent, including (i) the payoff and termination of our former credit facility and (ii) the consummation of the Spin-off on or before January 4, 2016 (the date on which those conditions are satisfied is referred to as the “Archrock Initial Availability Date”). As a result of the completion of the Spin-off, the Archrock Initial Availability Date was November 3, 2015 and the Credit Facility will mature in November 2020. We incurred approximately $3.7 million in transaction costs related to the Credit Facility during the year ended December 31, 2015 . These costs are included in Intangibles and other assets, net and will be amortized over the term of the facility. On November 3, 2015, we terminated our former credit facility and repaid $326.5 million in borrowings and accrued and unpaid interest outstanding on the repayment date. As a result of the modification, we wrote-off $0.4 million related to unamortized deferred financing costs associated with the former credit facility in the fourth quarter of 2015, which is included in interest expense in our consolidated statements of operations.

As of December 31, 2015, we had $166.5 million in outstanding borrowings and $10.0 million in outstanding letters of credit under the Credit Facility. At December 31, 2015, taking into account guarantees through letters of credit, we had undrawn and available capacity of $173.5 million under the Credit Facility.

Borrowings under the 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 1.75% to 2.75% and (ii) in the case of base rate loans, from 0.75% to 1.75% . 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 December 31, 2015, all amounts outstanding under the Credit Facility were LIBOR loans and the applicable margin was 1.75% . The weighted average annual interest rate at both December 31, 2015 and 2014 on the outstanding balance under the Credit Facility was 2.1% and 1.7% , respectively.

We and our Significant Domestic Subsidiaries (as defined in the credit agreement) guarantee the debt under the Credit Facility. Borrowings under the 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). The Partnership does not guarantee the debt under the Credit Facility, its assets are not collateral under the Credit Facility and the general partner units in the Partnership are not pledged under the Credit Facility. Subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the Credit Facility may be increased by up to an additional $100 million .

The Credit Facility contains various covenants with which we or certain of our subsidiaries must comply, including, but not limited to, limitations on the incurrence of indebtedness, investments, liens on assets, repurchasing equity and making distributions, transactions with affiliates, mergers, consolidations, dispositions of assets and other provisions customary in similar types of agreements. We are also subject to financial covenants, including a ratio of earnings before interest, taxes, depreciation and amortization (“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 and a ratio of consolidated Total Debt (as defined in the credit agreement) to EBITDA of not greater than 4.25  to 1.0 (subject to a temporary increase to 4.75 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the acquisition closes).

The Partnership Revolving Credit Facility and Term Loan

In November 2010, the Partnership entered into an amendment and restatement of its senior secured credit agreement (the “Partnership Credit Agreement”) to provide for a five -year $550.0 million senior secured credit facility, consisting of a $400.0 million revolving credit facility and a $150.0 million  term loan facility. The revolving borrowing capacity under this facility was increased to $550.0 million in March 2011 and to $750.0 million in March 2012. In March 2013, the Partnership Credit Agreement was amended to reduce the borrowing capacity under its revolving credit facility to $650.0 million and extend the maturity date of the term loan and revolving credit facilities to May 2018. As a result of the March 2013 amendment, we expensed $0.7 million of unamortized deferred financing costs, which is reflected in interest expense in our consolidated statements of operations. In February 2015, the Partnership amended the Partnership Credit Agreement, which among other things, increased the borrowing capacity under its revolving credit facility by $250.0 million to $900.0 million . During the years ended December 31, 2015 and 2014 the Partnership incurred transaction costs of approximately $1.3 million and $4.3 million , respectively, related to the amendments to the Partnership Credit Agreement. These costs were included in intangible and other assets, net, and are being amortized over the terms of the facilities. As of December 31, 2015 , the Partnership had undrawn and available capacity of $319.5 million under its revolving credit facility.


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The Partnership’s revolving credit and term loan facilities bear 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 the revolving and term loans varies (i) in the case of LIBOR loans, from 2.0% to 3.0% and (ii) in the case of base rate loans, from 1.0% to 2.0% . 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% and one-month LIBOR plus 1.0% . At December 31, 2015 , all amounts outstanding under these facilities were LIBOR loans and the applicable margin was 2.5% . The weighted average annual interest rate on the outstanding balance of these facilities at December 31, 2015 and 2014 , excluding the effect of interest rate swaps, was 2.8% and 2.7% , respectively.

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). As of December 31, 2015 , subject to certain conditions, at our request, and with the approval of the lenders, the aggregate commitments under the Partnership Credit Agreement could be increased by up to an additional $50 million .

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 the Partnership’s ability to incur additional indebtedness, engage in transactions with affiliates, merge or consolidate, sell assets, make certain investments and acquisitions, make loans, grant liens, repurchase equity and pay dividends and distributions. The Partnership Credit Agreement also contains various covenants requiring mandatory prepayments from the net cash proceeds of certain asset transfers. 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 2.75 to 1.0, a ratio of Total Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 5.25 to 1.0 (subject to a temporary increase to 5.5 to 1.0 for any quarter during which an acquisition meeting certain thresholds is completed and for the following two quarters after the acquisition closes) and a ratio of Senior Secured Debt (as defined in the Partnership Credit Agreement) to EBITDA of not greater than 4.0 to 1.0. Because the Partnership completed an acquisition meeting certain thresholds during the second quarter of 2015 (see Note 19 (“Transactions Related to the Partnership”) for further discussion), the Partnership’s Total Debt to EBITDA ratio threshold was temporarily increased to 5.5  to 1.0 during the quarter ended June 30, 2015 and continued at that level through December 31, 2015, reverting to 5.25  to 1.0 for the quarter ending March 31, 2016 and subsequent quarters. A material adverse effect with respect to the Partnership’s assets, liabilities, financial condition, business or operations that, taken as a whole, impacts the Partnership’s ability to perform its obligations under the Partnership Credit Agreement, could lead to a default under that agreement. A default under one of the Partnership’s debt agreements would trigger cross-default provisions under the Partnership’s other debt agreements, which would accelerate the Partnership’s obligation to repay its indebtedness under those agreements. As of December 31, 2015 , the Partnership was in compliance with all financial covenants under the Partnership Credit Agreement.

The Partnership 6% Senior Notes Due April 2021

In March 2013, the Partnership issued $350.0 million aggregate principal amount of 6% senior notes due April 2021 (the “Partnership 2013 Notes”). The Partnership used the net proceeds of $336.9 million , after original issuance discount and issuance costs, to repay borrowings outstanding under its revolving credit facility. The Partnership incurred $7.8 million in transaction costs related to this issuance. These costs were included in intangible and other assets, net, and are being amortized to interest expense over the term of the Partnership 2013 Notes. The Partnership 2013 Notes were issued at an original issuance discount of $5.5 million , which is being amortized using the effective interest method at an interest rate of 6.25% over their term. During the years ended December 31, 2015 , 2014 and 2013 , the Partnership recognized $0.6 million , $0.5 million and $0.4 million , respectively, of interest expense related to amortization of the debt discount. In January 2014, holders of the Partnership 2013 Notes exchanged their Partnership 2013 Notes for registered notes with the same terms.

The Partnership 2013 Notes are guaranteed on a senior unsecured basis by all of the Partnership’s existing subsidiaries (other than Archrock Partners Finance Corp. (“APLP Finance Corp.”), which is a co-issuer of the Partnership 2013 Notes) and certain of the Partnership’s future subsidiaries. The Partnership 2013 Notes and the guarantees, respectively, are the Partnership’s and the guarantors’ general unsecured senior obligations, rank equally in right of payment with all of the Partnership’s and the guarantors’ other senior obligations, and are effectively subordinated to all of the Partnership’s and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In addition, the Partnership 2013 Notes and guarantees are effectively subordinated to all existing and future indebtedness and other liabilities of any future non-guarantor subsidiaries.


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Prior to April 1, 2017, the Partnership may redeem all or a part of the Partnership 2013 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, the Partnership may redeem up to 35% of the aggregate principal amount of the Partnership 2013 Notes prior to April 1, 2016 with the net proceeds of one or more equity offerings at a redemption price of 106.00% of the principal amount of the Partnership 2013 Notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the Partnership 2013 Notes issued under the indenture remains outstanding after such redemption and the redemption occurs within 180 days of the date of the closing of such equity offering. On or after April 1, 2017, the Partnership may redeem all or a part of the Partnership 2013 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.00% for the twelve-month period beginning on April 1, 2017, 101.500% for the twelve-month period beginning on April 1, 2018 and 100.00% for the twelve-month period beginning on April 1, 2019 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date on the Partnership 2013 Notes.

The Partnership 6% Senior Notes Due October 2022

In April 2014, the Partnership issued $350.0 million aggregate principal amount of the Partnership 2014 Notes. The Partnership received net proceeds of $337.4 million , after original issuance discount and issuance costs, from this offering, which it used to fund a portion of the April 2014 MidCon Acquisition and repay borrowings under its revolving credit facility. The Partnership incurred $6.9 million in transaction costs related to this issuance. These costs were included in intangible and other assets, net, and are being amortized to interest expense over the term of the Partnership 2014 Notes. The Partnership 2014 Notes were issued at an original issuance discount of $5.7 million , which is being amortized using the effective interest method at an interest rate of 6.25% over their term. During the years ended December 31, 2015 and 2014 , the Partnership recognized $0.6 million and $0.5 million , respectively, of interest expense related to amortization of the debt discount. In February 2015, holders of the Partnership 2014 Notes exchanged their Partnership 2014 Notes for registered notes with the same terms.

The Partnership 2014 Notes are guaranteed on a senior unsecured basis by all of the Partnership’s existing subsidiaries (other than APLP Finance Corp., which is a co-issuer of the Partnership 2014 Notes) and certain of the Partnership’s future subsidiaries. The Partnership 2014 Notes and the guarantees, respectively, are the Partnership’s and the guarantors’ general unsecured senior obligations, rank equally in right of payment with all of the Partnership’s and the guarantors’ other senior obligations, and are effectively subordinated to all of the Partnership’s and the guarantors’ existing and future secured debt to the extent of the value of the collateral securing such indebtedness. In addition, the Partnership 2014 Notes and guarantees are effectively subordinated to all existing and future indebtedness and other liabilities of any future non-guarantor subsidiaries.

Prior to April 1, 2018, the Partnership may redeem all or a part of the Partnership 2014 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, the Partnership may redeem up to 35% of the aggregate principal amount of the Partnership 2014 Notes prior to April 1, 2017 with the net proceeds of one or more equity offerings at a redemption price of 106.00% of the principal amount of the Partnership 2014 Notes, plus any accrued and unpaid interest to the date of redemption, if at least 65% of the aggregate principal amount of the Partnership 2014 Notes issued under the indenture remains outstanding after such redemption and the redemption occurs within 180 days of the date of the closing of such equity offering. On or after April 1, 2018, the Partnership may redeem all or a part of the Partnership 2014 Notes at redemption prices (expressed as percentages of principal amount) equal to 103.00% for the twelve-month period beginning on April 1, 2018, 101.500% for the twelve-month period beginning on April 1, 2019 and 100.00% for the twelve-month period beginning on April 1, 2020 and at any time thereafter, plus accrued and unpaid interest, if any, to the applicable redemption date of the Partnership 2014 Notes.

7.25% Senior Notes

On December 4, 2015, we redeemed for cash the $350.0 million aggregate principal amount of 7.25% senior notes due December 2018 (the “7.25% Notes”) at a redemption price equal to 101.813% of the principal amount thereof plus accrued but unpaid interest to the redemption date for $369.2 million . Upon redemption, the 7.25% Notes were no longer deemed outstanding, interest ceased to accrue thereon and all rights of the holders of the 7.25% Notes ceased to exist. We financed the redemption of the 7.25% Notes through borrowings under our revolving credit facility. As a result of the redemption, we expensed the $6.3 million call premium and $2.9 million of unamortized deferred financing costs associated with the notes in the fourth quarter of 2015, which is reflected in debt extinguishment costs in our consolidated statements of operations.


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4.25% Convertible Senior Notes

In June 2009, we issued $355.0 million aggregate principal amount of 4.25% convertible senior notes due June 2014 (the “4.25% Notes”). The 4.25% Notes, after taking into consideration dividends declared, were convertible upon the occurrence of certain conditions into shares of our common stock at a conversion rate of 43.5084 shares of our common stock per $1,000 principal amount of the convertible notes, equivalent to a conversion price of approximately $22.98 per share of common stock. In June 2014, we completed our redemption of the 4.25% Notes in exchange for $370.0 million in cash and 6.8 million shares of our common stock.

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 was amortized using the effective interest method through June 30, 2014. During the years ended December 31, 2014 and 2013 , we recognized $6.9 million and $15.1 million of interest expense related to the contractual interest coupon, respectively. During the years ended December 31, 2014 and 2013 , we recognized $11.3 million and $23.0 million , respectively, of interest expense related to the amortization of the debt discount. The effective interest rate on the debt component of these notes was 11.67% .

In connection with the offering of the 4.25% Notes, we purchased call options on our stock at approximately $22.98 per share of common stock, after taking into consideration dividends declared, and sold warrants on our stock at approximately $32.19 per share of common stock, after taking into consideration dividends declared. These transactions economically adjust the effective conversion price to $32.19 for $325.0 million of the 4.25% Notes. In June 2014, we exercised our call options to acquire 6.5 million shares of our common stock. The cost of the common shares acquired was recorded as treasury stock in our consolidated balance sheets based on the original cost of the call options of $89.4 million . Counterparties to our warrants had the right to exercise the warrants in equal installments for 80 trading days which began in September 2014. During the year ended December 31, 2014 , 1.6 million common shares were issued out of treasury stock pursuant to warrants exercised.

Debt Compliance

We were in compliance with our debt covenants as of December 31, 2015 . If we fail to remain in compliance with our financial covenants we would be in default under our credit agreements. In addition, if we experience a material adverse effect on our assets, liabilities, financial condition, business or operations that, taken as a whole, impact 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 would trigger cross-default provisions under certain of our other debt agreements, which would accelerate our obligation to repay our indebtedness under those agreements.

Long-Term Debt Maturity Schedule

Contractual maturities of long-term debt (excluding interest to be accrued thereon) at December 31, 2015 are as follows (in thousands):

 
December 31,
2015
2016
$

2017

2018
730,500

2019

2020
166,500

Thereafter (1)
700,000

Total debt (1)
$
1,597,000

 

(1)  
These amounts include the full face value of the Partnership 2013 Notes and the Partnership 2014 Notes and have not been reduced by the aggregate unamortized discount of $8.6 million as of December 31, 2015 .


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10. Accounting for Derivatives

We are exposed to market risks associated with changes in interest 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 do not use derivative financial instruments for trading or other speculative purposes.

Interest Rate Risk

During the year ended December 31, 2015, the Partnership entered into an interest rate swap with a notional value of $100.0 million . At December 31, 2015 , the Partnership was a party to interest rate swaps with a total notional value of $500.0 million , pursuant to which it makes fixed payments and receives floating payments. The Partnership entered into these swaps to offset changes in expected cash flows due to fluctuations in the associated variable interest rates. The Partnership’s interest rate swaps expire over varying dates, with interest rate swaps having a notional amount of $300.0 million expiring in May 2018, interest rate swaps having a notional amount of $100.0 million expiring in May 2019 and the remaining interest rate swaps having a notional amount of $100.0 million expiring in May 2020. As of December 31, 2015 , the weighted average effective fixed interest rate on the interest rate swaps was 1.6% . 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. As 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, 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 $0.4 million of interest income during the year ended December 31, 2015 due to ineffectiveness related to interest rate swaps. There was no ineffectiveness related to interest rate swaps during the years ended December 31, 2014 and 2013 . We estimate that $3.5 million of deferred pre-tax losses attributable to interest rate swaps and included in our accumulated other comprehensive income (loss) at December 31, 2015 , 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, unless the derivative contract contains a significant financing element; in this case, the cash settlements for these derivatives are classified as cash flows from financing activities in our consolidated statements of cash flows.

In May 2013, the Partnership amended its interest rate swap agreements with a notional value of $250.0 million to adjust the fixed interest rates and extend the maturity dates to May 2018 consistent with the maturity date of the Partnership Credit Agreement. These amendments effectively created new derivative contracts and terminated the old derivative contracts. As a result, we designated the new hedge relationships under the amended terms and de-designated the original hedge relationships as of the termination date. The original hedge relationships qualified for hedge accounting and were included at their fair value in our consolidated balance sheet as a liability and accumulated other comprehensive income (loss). The fair value of the interest rate swap agreements immediately prior to the execution of the amendments was a liability of $8.8 million . The associated amount in accumulated other comprehensive income (loss) was being amortized into interest expense through November 2015.

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

 
 
December 31, 2015
 
December 31, 2014
 
Balance Sheet Location
Fair Value
  Asset (Liability)
 
Fair Value
  Asset (Liability)
Derivatives designated as hedging instruments:
 
 

 
 

Interest rate swaps
Intangible and other assets, net
$
45

 
$
712

Interest rate swaps
Accrued liabilities
(4,608
)
 
(4,958
)
Interest rate swaps
Other long-term liabilities
(1,421
)
 
(150
)
Total derivatives
 
$
(5,984
)
 
$
(4,396
)


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Table of Contents


 
Pre-tax Gain (Loss)
Recognized in Other
Comprehensive
Income (Loss) on
Derivatives
 
Location of Pre-tax
Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive
Income (Loss)
into Income (Loss)
 
Pre-tax Gain (Loss)
Reclassified from
Accumulated Other
Comprehensive
Income (Loss)
into Income (Loss)
Derivatives designated as cash flow hedges:
 

 
 
 
 

Interest rate swaps
 

 
 
 
 

Year ended December 31, 2015
$
(8,901
)
 
Interest expense
 
$
(7,259
)
Year ended December 31, 2014
(5,879
)
 
Interest expense
 
(5,657
)
Year ended December 31, 2013
3,057

 
Interest expense
 
(6,124
)

The counterparties to the 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. The Partnership has no specific collateral posted for its derivative instruments. The counterparties to the interest rate swaps are also lenders under the Partnership’s senior secured credit facility and, in that capacity, share proportionally in the collateral pledged under the related facility.

11. 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 presents our assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and 2014 , with pricing levels as of the date of valuation (in thousands):

 
December 31, 2015
 
December 31, 2014
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
(Level 1)
 
(Level 2)
 
(Level 3)
Interest rate swaps asset
$

 
$
45

 
$

 
$

 
$
712

 
$

Interest rate swaps liability

 
(6,029
)
 

 

 
(5,108
)
 


On a quarterly basis, the interest rate swaps are recorded at fair value utilizing a combination of the market approach and income approach to estimate fair value based on forward LIBOR curves.

The following table presents our assets and liabilities measured at fair value on a nonrecurring basis during the years ended December 31, 2015 and 2014 , with pricing levels as of the date of valuation (in thousands):

 
December 31, 2015
 
December 31, 2014
 
(Level 1)
 
(Level 2)
 
(Level 3)
 
(Level 1)
 
(Level 2)
 
(Level 3)
Impaired long-lived assets
$

 
$

 
$
12,565

 
$

 
$

 
$
3,359



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Our estimate of the impaired long-lived assets’ fair value was primarily based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use. We discounted the expected proceeds, net of selling and other carrying costs, using a weighted average disposal period of four years and a weighted average discount rate of 12% and 9% for the years ended December 31, 2015 and 2014 , respectively.

12. Long-Lived Asset Impairment

During the year ended December 31, 2015 , we reviewed the future deployment of our idle compression assets used in our contract operations segment for units that were not of the type, configuration, condition, make or model that are cost efficient to maintain and operate. Based on this review, we determined that approximately 900 idle compressor units totaling approximately 371,000 horsepower would be retired from the active fleet during the year ended December 31, 2015 . The retirement of these units from the active fleet triggered a review of these assets for impairment. As a result, we recorded a $111.7 million asset impairment to reduce the book value of each unit to its estimated fair value during the year ended December 31, 2015 . The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

In connection with our fleet review during the year ended December 31, 2015 , we evaluated for impairment idle units that had been culled from our fleet in prior years and were available for sale. Based upon that review, we reduced the expected proceeds from disposition for certain of the remaining units. This resulted in an additional impairment of $13.3 million during the year ended December 31, 2015 to reduce the book value of each unit to its estimated fair value.

During the year ended December 31, 2014 , we evaluated the future deployment of our idle fleet and determined to retire and either sell or re-utilize the key components of approximately 290 idle compressor units, representing approximately 112,000 horsepower, previously used to provide services in our contract operations segment. As a result, we performed an impairment review and recorded a $30.4 million asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

In connection with our fleet review during 2014 , we evaluated for impairment idle units that had been culled from our fleet in prior years and were available for sale. Based upon that review, we reduced the expected proceeds from disposition for certain of the remaining units. This resulted in an additional impairment of $11.7 million to reduce the book value of each unit to its estimated fair value.

During the year ended December 31, 2014 , we evaluated other long-lived assets for impairment and recorded long-lived asset impairments of $0.7 million on these assets.

During the year ended December 31, 2013 , we evaluated the future deployment of our idle fleet and determined to retire and either sell or re-utilize the key components of approximately 280 idle compressor units, representing approximately 76,000 horsepower, previously used to provide services in our contract operations segment. As a result, we performed an impairment review and recorded a $14.9 million asset impairment to reduce the book value of each unit to its estimated fair value. The fair value of each unit was estimated based on either the expected net sale proceeds compared to other fleet units we recently sold and/or a review of other units recently offered for sale by third parties, or the estimated component value of the equipment we plan to use.

During the year ended December 31, 2013 , we evaluated other long-lived assets for impairment and recorded long-lived asset impairments of $1.8 million on these assets.


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13. Restructuring Charges

As discussed in Note 2 (“Discontinued Operations”), we completed the Spin-off of Exterran Corporation on November 3, 2015. During the year ended December 31, 2015 , we incurred $4.1 million of costs associated with the Spin-off which were directly attributable to Archrock and are summarized below. The restructuring charges associated with the Spin-off have not been allocated to the segments because they primarily represent costs incurred within the corporate function. Restructuring charges incurred in 2015 and 2014 in conjunction with completion of the Spin-off or directly associated with the Exterran Corporation business are included in discontinued operations in our consolidated statements of operations. As of December 31, 2015 , we had an accrued liability balance of $0.9 million for retention and severance benefits incurred. We expect to incur an additional $2.0 million in both 2016 and 2017 related to retention payments.

In the second quarter of 2015 we announced a cost reduction plan primarily focused on workforce reductions. During the year ended December 31, 2015 , we incurred $0.6 million of restructuring and other charges as a result of this plan primarily related to termination benefits. These charges are reflected as restructuring and other charges in our consolidated statement of operations.

In January 2014, we announced a plan to centralize our make-ready operations to improve the cost and efficiency of our shops and further enhance the competitiveness of our fleet of compressors. As part of this plan, we examined both recent and anticipated changes in the U.S. market, including the throughput demand of our shops and the addition of new equipment to our fleet. To better align our costs and capabilities with the current market, we determined to close several of our make-ready shops. The centralization of our make-ready operations was completed in the second quarter of 2014.

The following table summarizes the changes to our accrued liability balance related to restructuring charges for the year ended December 31, 2015 and December 31, 2014 (in thousands):

 
Spin-off
 
Cost Reduction Plan
 
Total
Balance at January 1, 2014
$

 
$

 
$

Additions for costs expensed

 
5,394

 
5,394

Less: non-cash expense

 
(4,103
)
 
(4,103
)
Reductions for payments

 
(1,291
)
 
(1,291
)
Balance at January 1, 2015
$

 
$

 
$

Additions for costs expensed
4,135

 
610

 
4,745

Less: non-cash expense
(2,515
)
 
$

 
(2,515
)
Reductions for payments
(765
)
 
(610
)
 
(1,375
)
Balance at December 31, 2015
$
855

 
$

 
$
855


The following table summarizes the components of charges included in restructuring and other charges in our consolidated statements of operations for the year ended December 31, 2015 and December 31, 2014 (in thousands):

 
Year ended December 31, 2015
 
Year ended December 31, 2014
Retention and severance benefits
$
3,135

 
$

Non-cash inventory write-downs
1,000

 
4,103

Employee termination benefits
610

 
1,291

Total restructuring and other charges
$
4,745

 
$
5,394



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Table of Contents


14. Income Taxes

The provision for (benefit from) income taxes consisted of the following (in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Current tax provision (benefit):
 

 
 

 
 

U.S. federal
$
556

 
$
23

 
$
(310
)
State
1,415

 
(654
)
 
938

Total current
1,971

 
(631
)
 
628

Deferred tax provision (benefit):
 

 
 

 
 

U.S. federal
48,450

 
(23,786
)
 
(18,397
)
State
2,768

 
(3,649
)
 
(71
)
Total deferred
51,218

 
(27,435
)
 
(18,468
)
Provision for (benefit from) income taxes
$
53,189

 
$
(28,066
)
 
$
(17,840
)

The provision for (benefit from) income taxes for 2015 , 2014 and 2013 resulted in effective tax rates on continuing operations of (50.1)% , 62.1% and 85.4% , respectively. The reasons for the differences between these effective tax rates and the U.S. statutory rate of 35% are as follows (in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Income taxes at U.S. federal statutory rate of 35%
$
(37,165
)
 
$
(15,813
)
 
$
(7,311
)
Net state income taxes
2,383

 
(5,253
)
 
937

Noncontrolling interest
(2,904
)
 
(11,166
)
 
(12,685
)
Unrecognized tax benefits
698

 
4,063

 
416

Valuation allowances and write off of tax attributes
88,088

 

 

Other
2,089

 
103

 
803

Provision for (benefit from) income taxes
$
53,189

 
$
(28,066
)
 
$
(17,840
)
 


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Table of Contents


Deferred income tax balances are the direct effect of temporary differences between the financial statement carrying amounts and the tax basis of assets and liabilities at the enacted tax rates expected to be in effect when the taxes are actually paid or recovered. The tax effects of temporary differences that give rise to deferred tax assets and deferred tax liabilities are as follows (in thousands):

 
December 31,
 
2015
 
2014
Deferred tax assets:
 

 
 

Net operating loss carryforwards
$
8,028

 
$
37,668

Inventory
3,642

 
4,405

Alternative minimum tax credit carryforwards
1,496

 
5,685

Accrued liabilities
11,466

 
7,894

Other
4,913

 

Subtotal
29,545

 
55,652

Valuation allowances
(633
)
 
(633
)
Total deferred tax assets
28,912

 
55,019

Deferred tax liabilities:
 

 
 

Property, plant and equipment
(53,495
)
 
(126,670
)
Basis difference in the Partnership
(148,421
)
 
(136,438
)
Other
(5,562
)
 
(10,583
)
Total deferred tax liabilities
(207,478
)
 
(273,691
)
Net deferred tax liabilities
$
(178,566
)
 
$
(218,672
)

Tax balances are presented in the accompanying consolidated balance sheets as deferred income taxes.

Pursuant to Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, utilization of loss carryforwards and alternative minimum tax credits, are subject to annual limitations due to any ownership changes of 5% owners. In general, an ownership change, as defined by Section 382, results from transactions increasing the ownership of certain stockholders or public groups in the stock of a corporation by more than 50 percentage points over a three-year period. The Hanover/Universal merger in 2007 resulted in such an ownership change but the Spin-off did not result in such an ownership change for Archrock. Our ability to utilize loss carryforwards and credit carryforwards against future U.S. federal taxable income and future U.S. federal income tax may be limited in the future if we have another 50% or more ownership change in our 5% shareholders. The limitations may cause us to pay U.S. federal income taxes earlier; however, we do not currently expect that any loss carryforwards or credit carryforwards will expire as a result of any 382 or 383 limitations.

On September 13, 2013, the U.S. Treasury Department and the IRS issued final regulations that address costs incurred in acquiring, producing, or improving tangible property (the “tangible property regulations”). The tangible property regulations are generally effective for tax years beginning on or after January 1, 2014. The tangible property regulations required us to make tax accounting method changes and file election statements with our U.S. federal tax return for our tax year beginning on January 1, 2014; however, these new requirements did not have a material impact on our consolidated financial statements.

At December 31, 2015 , we had U.S. federal and state net operating loss (“NOL”) carryforwards of approximately $22.0 million and $6.7 million , respectively, included in our NOL deferred tax asset that are available to offset future taxable income. If not used, the federal and state carryforwards will begin to expire in 2025 and 2020, respectively. Alternative minimum tax credit carryforwards of $1.5 million are available to offset future payments of U.S. federal income tax and may be carried forward indefinitely under current U.S. tax law.

Employee share-based compensation attributable to the exercise of stock options and vesting of restricted stock is deductible by us for tax purposes. For post-2005 tax years, to the extent these tax deductions exceed the previously accrued deferred tax benefit for these items the additional tax benefit is not recognized under GAAP until the deduction reduces current taxes payable. For pre-2006 tax years, (prior to the adoption of ASC 718, formerly known as FAS 123R), the additional tax benefit is included in our NOL deferred tax asset with a corresponding valuation allowance negating the benefit. At December 31, 2015, the post-2005 tax benefit not included in our NOL deferred tax asset is $581,000 and the pre-2006 tax benefit included in our NOL deferred tax asset with an offsetting valuation allowance is $633,000.

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We record valuation allowances when it is more likely than not that some portion or all of our deferred tax assets will not be realized. The ultimate realization of the deferred tax assets depends on the ability to generate sufficient taxable income of the appropriate character and in the appropriate taxing jurisdictions in the future. If we do not meet our expectations with respect to taxable income, we may not realize the full benefit from our deferred tax assets which would require us to record a valuation allowance in our tax provision in future years.

At the time of the Spin-off we had recorded $144.3 million in foreign tax credit deferred tax assets. These deferred tax assets related to foreign tax credits that can be used to reduce our income taxes payable in the current and future years. They will expire if they are not used within the 10-year carryforward period. As a result of the Spin-off it is projected that these Foreign tax credits/deductions allocated to Exterran Corporation will expire unused because Exterran Corporation will not generate sufficient taxable income and foreign source taxable income after the Spin-off to utilize these credits. Therefore, in the fourth quarter, we wrote off foreign tax credits for the years 2005-2010 in the amount of $48.2 million and set up a valuation allowance for the years 2011-2015 of $37.8 million for a total impact to Archrock’s fourth quarter tax provision of $86.0 million . The credits and offsetting valuation allowance were allocated to Exterran Corporation for their use in future tax returns.

A reconciliation of the beginning and ending amount of unrecognized tax benefits (including discontinued operations) is shown below (in thousands):

 
Years Ended December 31,
 
2015
 
2014
 
2013
Beginning balance
$
14,595

 
$
11,259

 
$
9,597

Additions based on tax positions related to current year
845

 
954

 
365

Additions based on tax positions related to prior years
3,648

 
2,597

 
1,710

Reductions based on settlement with government authority

 

 

Reductions based on lapse of statute of limitations

 
(215
)
 
(97
)
Reductions based on tax positions related to prior years
(592
)
 

 
(316
)
Reductions based on tax positions transferred to Exterran Corp.
(6,498
)
 
$

 
$

Ending balance
$
11,998

 
$
14,595

 
$
11,259


We had $12.0 million , $14.6 million and $11.3 million of unrecognized tax benefits at December 31, 2015 , 2014 and 2013 , respectively, which if recognized, would affect the effective tax rate (except for amounts that would be reflected in income from discontinued operations, net of tax). We also have recorded $0.2 million , $3.3 million and $3.4 million of potential interest expense and penalties related to unrecognized tax benefits associated with uncertain tax positions (including discontinued operations) as of December 31, 2015 , 2014 and 2013 , respectively. To the extent interest and penalties are not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as reductions in income tax expense.

Subject to the provisions of the tax matters agreement between Exterran Corporation and us, both parties agreed to indemnify the primary obligor of any return for tax periods beginning before and ending before or after the Spin-off (including any ongoing or future amendments and audits for these returns) for the portion of the tax liability (including interest and penalties) that relates to their respective operations reported in the filing. As of December 31, 2015, we have recorded a $5.7 million indemnification asset (including penalties and interest) related to unrecognized tax benefits.

We and our subsidiaries file consolidated and separate income tax returns in the U.S. federal jurisdiction and in numerous state jurisdictions. We are subject to U.S. federal income tax examinations for tax years beginning from 1997 onward and, early in the second quarter of 2011, the Internal Revenue Service (“IRS”) commenced an examination of our U.S. federal income tax returns for the tax years 2006, 2008 and 2009. In October 2012, the IRS completed its examination and issued Revenue Agent’s Reports (“RARs”) that reflected an aggregate over-assessment of $0.9 million . All of the adjustments proposed in the RARs were agreed, except for the disallowance of our telephone excise tax refund (“TETR”) claims of $0.5 million related to the 2006 tax year, for which we filed protests with the Appeals Division of the IRS. We settled with the IRS Appeals Division in December 2013 for more than 90% of our TETR claims and received refunds in the first quarter of 2014. The $0.9 million over-assessment was approved for refund by the Joint Committee on Taxation and was received in the third quarter of 2014. We do not expect any tax adjustments from later tax years that would have a material impact on our conaolidated financial position or consolidated results of operations.

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State income tax returns are generally subject to examination for a period of three to five years after filing the returns. However, the state impact of any U.S. federal audit adjustments and amendments remains subject to examination by various states for up to one year after formal notification to the states. As of December 31, 2015 , we did not have any state audits underway that we believe would have a material impact on our consolidated financial position or consolidated results of operations.

We do not believe any of our unrecognized tax benefits will be reduced before the year ended December 31, 2016 due to the settlement of audits and the expiration of statutes of limitations. However, due to the uncertain and complex application of tax regulations, it is possible that the ultimate resolution of these matters may result in liabilities which could materially differ from these estimates.

15. Common Stockholders’ Equity

The Archrock, Inc. (formerly Exterran Holdings, Inc.) 2013 Stock Incentive Plan (the “2013 Plan”) allows us to withhold shares to use upon vesting of restricted stock at the then current market price to cover taxes required to be withheld on the vesting date. We purchased 137,994 of our shares from participants for approximately $4.0 million during 2015 to cover tax withholding. The 2013 Plan is administered by the compensation committee of our board of directors.

16. Stock-Based Compensation and Awards

During the years ended December 31, 2015 , 2014 and 2013 we recognized stock based compensation expense in our results of operations of $10.0 million , $12.8 million and $9.0 million , respectively, related to stock options, restricted stock units, performance units, phantom units and the employee stock purchase plan.

Stock Incentive Plan

In April 2013, we adopted the 2013 Plan to provide for the granting of stock options, restricted stock, restricted stock units, stock appreciation rights, performance units, other stock-based awards and dividend equivalent rights to directors of Archrock and employees and consultants of Archrock and its affiliates. Under the 2013 Plan, the maximum number of shares of common stock available for issuance pursuant to awards is 6,500,000 . Each option and stock appreciation right granted counts as one share against the aggregate share limit, and any share subject to a stock settled award other than a stock option, stock appreciation right or other award for which the recipient pays intrinsic value counts as 1.75 shares against the aggregate share limit. Shares subject to awards granted under the 2013 Plan that are subsequently canceled, terminated, settled in cash or forfeited (excluding shares withheld to satisfy tax withholding obligations to or pay the exercise price of an option) are, to the extent of such cancelation, termination, settlement or forfeiture, available for future grant under the 2013 Plan. Cash settled awards are not counted against the aggregate share limit. No additional grants may be made under the Archrock, Inc. 2007 Amended and Restated Stock Incentive Plan (the “2007 Plan”). Previous grants made under the 2007 Plan will continue to be governed by their respective plans.

Exterran Corporation Spin-off Adjustments

In connection with the Spin-off of Exterran Corporation, stock options, restricted stock, restricted stock units and performance unit awards were adjusted in accordance with anti-dilution provisions under the existing plans. As such, we did not record any additional compensation expense related to the adjustment of the awards. The awards were generally adjusted as follows:

Pre-2015 Awards. Immediately prior to the Spin-off, each outstanding Exterran Holdings stock option, restricted stock, restricted stock unit and performance unit granted prior to January 1, 2015, whether vested or unvested, was split into two awards, consisting of an Archrock award and an Exterran Corporation award. However, Exterran Holdings “incentive stock options” (within the meaning of Section 422 of the Code) were converted solely, into options denominated in shares of common stock of the applicable holder’s post-spin employer if the holder of the award elected, prior to the Spin-off, to preserve the tax treatment of such option.

2015 Awards. Each Exterran Holdings stock option, restricted stock award, restricted stock unit award and performance unit award that was (i) granted in calendar year 2015 and (ii) held by an individual who became our employee or is engaged to provide service to us following the Spin-off was converted solely into an Archrock award. We did not grant any stock options in the calendar year 2015 prior to the Spin-off.


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Equity awards that were adjusted as described above generally remain subject to the same vesting, expiration, performance conditions and other terms and conditions as applied to the awards immediately prior to the Spin-off.

Stock Options

Stock options are granted at fair market value at the grant date, are exercisable according to the vesting schedule established by the compensation committee of our board of directors in its sole discretion and expire no later than 7 years after the grant date. Stock options generally vest one-third per year on each of the first three anniversaries of the grant date, subject to continued services through the applicable vesting date.

During the year ended December 31, 2015 we did not grant any stock options. The weighted average grant date fair value for stock options granted during the years ended December 31, 2014 and 2013 was $14.47 and $10.19 , respectively, and was estimated using the Black-Scholes option valuation model with the following weighted average assumptions:

 
Years Ended December 31,
 
2014
 
2013
Expected life in years
4.5

 
4.5

Risk-free interest rate
1.33
%
 
0.66
%
Volatility
46.51
%
 
49.19
%
Dividend yield
1.5
%
 
0.0
%

The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the grant date 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. The dividend yield is based on the current annualized dividend rate in effect during the quarter in which the grant was made. At the time of the stock option grants during the year ended December 31, 2013 , we had not historically paid any dividends and did not expect to pay any dividends during the expected life of the stock options.

The following table presents stock option activity during the year ended December 31, 2015 :

 
Stock
  Options
  (in thousands)
 
Weighted
  Average
Exercise Price
Per Share (2)
 
Weighted
  Average
  Remaining
  Life
  (in years)
 
Aggregate
  Intrinsic
Value
(in thousands)
Options outstanding, January 1, 2015
1,495

 
$
33.39

 
 
 
 

Granted

 

 
 
 
 

Exercised
(90
)
 
12.29

 
 
 
 

Canceled
(300
)
 
59.91

 
 
 
 

Spin-off of Exterran Corporation (1)
142

 
(56.65
)
 
 
 
 
Options outstanding, December 31, 2015
1,247

 
18.28

 
2.2
 
$
278

Options exercisable, December 31, 2015
1,118

 
17.97

 
1.9
 
278


(1)  
Reflects adjustment of awards outstanding and the exercise price as a result of the Spin-off.

(2)  
Activity prior to the Spin-off reflects historical exercise price.

Intrinsic value is the difference between the market value of our stock and the exercise price of each stock option multiplied by the number of stock options outstanding for those stock options where the market value exceeds their exercise price. The total intrinsic value of stock options exercised during 2015 , 2014 and 2013 was $1.5 million , $16.6 million and $4.4 million , respectively. As of December 31, 2015 , we expect $0.5 million of unrecognized compensation cost related to unvested stock options to be recognized over the weighted-average period of 1.0 years.


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Restricted Stock, Stock-Settled Restricted Stock Units, Performance Units, Cash Settled Restricted Stock Units and Performance Units

For grants of restricted stock, restricted stock units and performance units, we recognize compensation expense over the vesting period equal to the fair value of our common stock at the grant date. Our restricted stock and certain of our restricted stock units and performance units include rights to receive dividends or dividend equivalents. We remeasure the fair value of cash settled restricted stock units and cash-settled performance units and record a cumulative adjustment of the expense previously recognized. Our obligation related to the cash-settled restricted stock units and cash-settled performance units is reflected as a liability in our consolidated balance sheets. Restricted stock, stock-settled restricted stock units, performance units, cash-settled restricted stock units and performance units generally vest one-third per year on each of the first three anniversaries of the grant date, subject to continued services through the applicable vesting date.

The following table presents restricted stock, stock-settled restricted stock unit, performance unit, cash-settled restricted stock unit and cash-settled performance unit activity during the year ended December 31, 2015 :

 
Shares
  (in thousands)
 
Weighted
  Average
  Grant-Date
  Fair Value
  Per Share (3)
Non-vested awards, January 1, 2015
1,170

 
$
27.37

Granted
1,008

 
25.49

Vested
(809
)
 
23.05

Canceled
(53
)
 
30.25

Spin-off of Exterran Corporation (1)
(161
)
 
(99.93
)
Non-vested awards, December 31, 2015 (2)
1,155

 
18.50


(1)  
Reflects adjustment of outstanding awards in connection with and the grant date fair value adjusted as a result of, the Spin-off.

(2)  
Non-vested awards as of December 31, 2015 are comprised of 55,000 cash settled restricted stock units and cash settled performance units and 1,100,000 restricted shares, stock-settled restricted stock units and performance units.

(3)  
Excluding the Spin-off of Exterran Corporation adjustment, reflects historical grant date fair value.

As of December 31, 2015 , we expect $11.7 million of unrecognized compensation cost related to unvested restricted stock, restricted stock units, performance units, cash settled restricted stock units and cash settled performance units to be recognized over the weighted-average period of 1.8 years .

Employee Stock Purchase Plan

In August 2007, we adopted the Archrock, Inc. Employee Stock Purchase Plan (as amended, the “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, we amended the ESPP to increase the maximum number of shares of common stock available for purchase under the ESPP to 1,000,000 . As a result of the Spin-off, the ESPP was suspended after the second quarter 2015 purchase period.


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Directors’ Stock and Deferral Plan

On August 20, 2007, we adopted the Archrock, Inc. Directors’ Stock and Deferral Plan to provide non-employee members of the board of directors with an opportunity to elect to receive our common stock as payment for a portion or all of their retainer and meeting fees. The number of shares paid each quarter is determined by dividing the dollar amount of fees elected to be paid in common stock by the closing sales price per share of the common stock on the last day of the quarter. In addition, directors who elect to receive a portion or all of their fees in the form of common stock may also elect to defer, until a later date, the receipt of a portion or all of their fees to be received in common stock. We have reserved 100,000  shares under the Directors’ Stock and Deferral Plan, and as of December 31, 2015 , 48,022 shares remained available to be issued under the plan.

Partnership Long-Term Incentive Plan

The Partnership’s Long-Term Incentive Plan (the “Partnership Plan”) was adopted, in October 2006 for the benefit of the employees, directors and consultants of the Partnership, us and our respective affiliates. A maximum of 1,035,378 common units are available for the issuance of common unit options, restricted units, unit awards and phantom units under the Partnership Plan. The Partnership Plan is administered by the compensation committee of the board of directors of Archrock GP LLC, the general partner of the Partnership’s general partner (the “Partnership Plan Administrator”).

Phantom units are notional units that entitle the grantee to receive common units upon the vesting of such phantom units or, at the discretion of the Partnership Plan Administrator, cash equal to the fair market value of such common units. Phantom units granted under the Partnership Plan may include nonforfeitable tandem distribution equivalent rights to receive cash distributions on unvested phantom units in the quarter in which distributions are paid on common units. Phantom units generally vest one-third per year on each of the first three anniversaries of the grant date, subject to continued service through the applicable vesting date.

Partnership Phantom Units

The following table presents phantom unit activity during the year ended December 31, 2015 :

 
Phantom
  Units
(in thousands)
 
Weighted
  Average
  Grant-Date
  Fair Value
  per Unit
Phantom units outstanding, January 1, 2015
92

 
$
27.38

Granted
45

 
24.87

Vested
(60
)
 
25.94

Phantom units outstanding, December 31, 2015
77

 
27.01


As of December 31, 2015 , we expect $1.2 million of unrecognized compensation cost related to unvested phantom units to be recognized over the weighted-average period of 1.7 years .


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17. Cash Dividends

The following table summarizes our dividends per common share:

Declaration Date
 
Payment Date
 
Dividends per
Common Share
 
Total Dividends
February 25, 2014
 
March 28, 2014
 
$
0.15

 
$
10.0
 million
April 29, 2014
 
May 16, 2014
 
0.15

 
10.0
 million
July 31, 2014
 
August 18, 2014
 
0.15

 
10.0
 million
October 30, 2014
 
November 17, 2014
 
0.15

 
10.3
 million
January 30, 2015
 
February 17, 2015
 
0.15

 
10.3
 million
April 28, 2015
 
May 18, 2015
 
0.15

 
10.4
 million
July 30, 2015
 
August 17, 2015
 
0.15

 
10.5
 million
October 18, 2015
 
October 30, 2015
 
0.15

 
10.4
 million

On January 26, 2016, our board of directors declared a quarterly dividend of $0.1875 per share of common stock which was paid on February 16, 2016 to stockholders of record at the close of business on February 9, 2016. Any future determinations to pay cash dividends to our stockholders will be at the discretion of our board of directors and will be dependent upon our financial condition and results of operations, credit and loan agreements in effect at that time and other factors deemed relevant by our board of directors.

18. Retirement Benefit Plan

Our 401(k) retirement plan provides for optional employee contributions up to the applicable Internal Revenue Service annual limit and discretionary employer matching contributions. We 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 recorded matching contributions of $4.2 million , $5.0 million and $4.2 million during 2015 , 2014 and 2013 , respectively.

19. Transactions Related to the Partnership

In May 2015, the Partnership entered into an At-The-Market Equity Offering Sales Agreement (the “ATM Agreement”) with Merrill Lynch, Pierce, Fenner & Smith Incorporated, Citigroup Global Markets Inc., J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC (the “Sales Agents”). Pursuant to the ATM Agreement, the Partnership may sell from time to time through the Sales Agents common units representing limited partner interests in the Partnership having an aggregate offering price of up to $100.0 million . Under the terms of the ATM Agreement, the Partnership may also sell common units from time to time to any Sales Agent as principal for its own account at a price to be agreed upon at the time of sale. Any sale of common units to a Sales Agent as principal would be pursuant to the terms of a separate terms agreement between the Partnership and such Sales Agent. The Partnership intends to use the net proceeds of this offering, after deducting the Sales Agents’ commission and its offering expenses, for general partnership purposes, which may include, among other things paying or refinancing a portion of its outstanding debt. During the year ended December 31, 2015 , the Partnership sold 49,774 common units for net proceeds of $1.2 million pursuant to the ATM Agreement.

In April 2015, we sold to the Partnership contract operations customer service agreements with 60  customers and a fleet of 238 compressor units used to provide compression services under those agreements, comprising approximately 148,000 horsepower, or 3% (of then available horsepower) of the combined contract operations business of the Partnership and us. The assets sold also included 179 compressor units, comprising approximately 66,000 horsepower, previously leased by us to the Partnership. Total consideration for the transaction was approximately $102.3 million , excluding transaction costs, and consisted of the Partnership’s issuance to us of approximately 4.0 million common units and approximately 80,000 general partner units. Based on the terms of the contribution, conveyance and assumption agreement, the common units and general partner units, including incentive distribution rights, we received in this transaction were not entitled to receive a cash distribution relating to the quarter ended March 31, 2015. As a result, adjustments were made to noncontrolling interest, accumulated other comprehensive income (loss), deferred income taxes and additional paid-in capital to reflect our new ownership percentage in the Partnership.


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In April 2014, the Partnership sold, pursuant to a public underwritten offering, 6,210,000 common units, including 810,000 common units pursuant to an over-allotment option. The Partnership received net proceeds of $169.5 million , after deducting underwriting discounts, commissions and offering expenses, which it used to fund a portion of the April 2014 MidCon Acquisition. In connection with this sale and as permitted under its partnership agreement, the Partnership issued and sold to Archrock General Partner, L.P. (“GP”), our wholly-owned subsidiary and the Partnership’s general partner, in exchange for $3.6 million , approximately 126,000 general partner units to maintain GP’s approximate 2% general partner interest in the Partnership. As a result, adjustments were made to noncontrolling interest, accumulated other comprehensive income (loss), deferred income taxes and additional paid-in capital to reflect our new ownership percentage in the Partnership.

In March 2013, we sold to the Partnership contract operations customer service agreements with 50 customers and a fleet of 363 compressor units used to provide compression services under those agreements, comprising approximately 256,000 horsepower, or 8% (of then available horsepower) of the combined contract operations business of the Partnership and us. The assets sold also included 204 compressor units, comprising approximately 99,000 horsepower, previously leased to the Partnership and contracts relating to approximately 6,000 horsepower of compressor units the Partnership already owned and previously leased to us. Total consideration for the transaction was approximately $174.0 million , excluding transaction costs, and consisted of the Partnership’s issuance to us of approximately 7.1 million common units and approximately 145,000 general partner units. As a result, adjustments were made to noncontrolling interest, accumulated other comprehensive income (loss), deferred income taxes and additional paid-in capital to reflect our new ownership percentage in the Partnership.

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

 
Years Ended December 31,
 
2015
 
2014
 
2013
Net income (loss) attributable to Archrock stockholders
$
(105,818
)
 
$
98,166

 
$
123,164

Increase in Archrock stockholders’ additional paid in capital for change in ownership of Partnership units
18,386

 
74,521

 
31,573

Change from net income (loss) attributable to Archrock stockholders and transfers to/from the noncontrolling interest
$
(87,432
)
 
$
172,687

 
$
154,737


20. Commitments and Contingencies

Rent expense for 2015 , 2014 and 2013 was approximately $10.9 million , $9.8 million and $9.9 million , respectively. Commitments for future minimum rental payments with terms in excess of one year at December 31, 2015 are as follows (in thousands):

 
December 31,
2015
2016
$
5,591

2017
4,876

2018
2,726

2019
1,774

2020
1,456

Thereafter
1,881

Total
$
18,304



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

 
Term
 
Maximum Potential Undiscounted Payments as of December 31, 2015
Standby letters of credit
2016
 
$
9,969

Performance bonds (1)
2016
 
1,252

Maximum potential undiscounted payments
 
 
$
11,221


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

We are subject to a number of taxes that are not income-based. As many of these taxes are subject to audit by the taxing authorities, it is possible that an audit could result in additional taxes due. We accrue for such additional taxes when we determine that it is probable that we have incurred a liability and we can reasonably estimate the amount of the liability. As of December 31, 2015, we had accrued $2.7 million and for the outcomes of non-income based tax audits. We do not expect that the ultimate resolutions of these audits will result in a material variance from the amounts accrued. We do not accrue for unasserted claims for tax audits unless we believe the assertion of a claim is probable, it is probable that it will be determined that the claim is owed and we can reasonably estimate the claim or range of the claim. We also believe the likelihood is remote that the impact of potential unasserted claims from non-income based tax audits could be material to our consolidated financial position, but it is possible that the resolution of future audits could be material to our results of operations or cash flows for the period in which the resolution occurs.

Subject to the provisions of the tax matters agreement between Exterran Corporation and us, both parties agreed to indemnify the primary obligor of any return for tax periods beginning before and ending before or after the Spin-off (including any ongoing or future amendments and audits for these returns) for the portion of the tax liability (including interest and penalties) that relates to their respective operations reported in the filing. As of December 31, 2015, we have recorded a $1.5 million indemnification liability (including penalties and interest) related to non-income based tax audits.

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 workers’ 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.

Indemnifications

On November 3, 2015, we completed the Spin-off of our international contract operations, international aftermarket services and global fabrication businesses. In connection with the Spin-off, we entered into a separation and distribution agreement, which provides for cross-indemnities between Exterran Corporation’s operating subsidiary and us and established procedures for handling claims subject to indemnification and related matters. Generally, the separation and distribution agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of our business with us and financial responsibility for the obligations and liabilities of Exterran Corporation’s business with Exterran Corporation. Pursuant to the agreement, we and Exterran Corporation will generally release the other party from all claims arising prior to the Spin-off that relate to the other party’s business.


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Litigation and Claims

In 2011, the Texas Legislature enacted changes related to the appraisal of natural gas compressors for ad valorem tax purposes by expanding the definitions of “Heavy Equipment Dealer” and “Heavy Equipment” effective from the beginning of 2012 (the “Heavy Equipment Statutes”). Under the revised statutes, we believe we are a Heavy Equipment Dealer, that our natural gas compressors are Heavy Equipment and that we, therefore, are required to file our ad valorem tax renditions under this new methodology. We further believe that, under the Heavy Equipment Statutes, our natural gas compressors are taxable in the counties where we maintain a business location and keep natural gas compressors instead of where the compressors may be located on January 1 of a tax year. A large number of appraisal review boards denied our position, and we filed petitions for review in the appropriate district courts.

As of December 31, 2015, three of these cases have been decided. In each case, the district court held that the revised Heavy Equipment Statutes apply to natural gas compressors. However, in each case, the district court further held that the revised Heavy Equipment Statutes are unconstitutional as applied to natural gas compressors, and that the natural gas compressors of our wholly owned subsidiary Archrock Services Leasing LLC, formerly known as EES Leasing LLC (“EES Leasing”), and Archrock Partners’ subsidiary Archrock Partners Leasing LLC, formerly known as EXLP Leasing LLC (“EXLP Leasing”) are taxable in the counties where they were located on January 1 of the tax year at issue, which is favorable to the county appraisal districts. We appealed all three of these decisions.

On August 25, 2015, the Fourteenth Court of Appeals in Houston, Texas issued a ruling stating that EES Leasing’s and EXLP Leasing’s natural gas compressors are taxable in the counties where they were located on January 1 of the tax year at issue, and it remanded the case to the district court for further evidence on the issue of whether the Heavy Equipment Statutes are constitutional as applied to EES Leasing’s and EXLP Leasing’s compressors. On November 24, 2015, we filed a petition asking the Texas Supreme Court to review this decision. On January 29, 2016, the Texas Supreme Court requested that Galveston Central Appraisal District file a response to our petition for review by February 29, 2016.

On September 23, 2015, the Eighth Court of Appeals in El Paso, Texas decided the other two appellate cases in our favor by affirming the district court’s ruling that the Heavy Equipment Statutes apply to natural gas compressors, and overturning the district court’s ruling that the Heavy Equipment Statutes are unconstitutional as applied to natural gas compressors. The Eighth Court of Appeals also ruled, however, that EES Leasing’s and EXLP Leasing’s natural gas compressors are taxable in the counties where they were located on January 1 of the tax year at issue.

In EES Leasing LLC and EXLP Leasing LLC v. Harris County Appraisal District, the parties filed motions for summary judgment, which are currently pending before the district court. In EES Leasing LLC v. Irion County Appraisal District, the court denied both parties’ respective motions for summary judgment concerning taxes assessed by Irion County for the 2012 tax year, and consolidated the case with EES Leasing’s 2013 tax year case, which also included EXLP Leasing as a party. On August 27, 2015, the Irion County district court abated the consolidated case, EES Leasing LLC and EXLP Leasing LLC v. Irion County Appraisal District , until the final resolution of the appellate cases considering the constitutionality of the Heavy Equipment Statutes, or further order of the court.

As a result of the new methodology, our ad valorem tax expense (which is reflected in our consolidated statements of operations as a component of cost of sales (excluding depreciation and amortization expense)) includes a benefit of $16.0 million during the year ended December 31, 2015 . Since the change in methodology became effective in 2012, we have recorded an aggregate benefit of $44.0 million as of December 31, 2015 , of which approximately $10.2 million has been agreed to by a number of appraisal review boards and county appraisal districts and $33.8 million has been disputed and is currently in litigation. Recognizing the similarity of the issues and that these cases will ultimately be resolved by the Texas appellate courts, we have reached, or intend to reach, agreements with as many of the appraisal districts as possible to stay or abate any appeals that are pending in district court.


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If our appeals are ultimately unsuccessful, we would be required to pay ad valorem taxes up to the aggregate benefit we have recorded, and the additional ad valorem tax payments may also be subject to substantial penalties and interest. In addition, while we do not expect the ultimate determination of the issue of where the natural gas compressors are taxable under the Heavy Equipment Statutes would have an impact on the amount of taxes due, we could be subject to substantial penalties if we are unsuccessful on this issue. Also, if we are unsuccessful in our litigation with the appraisal districts, or if legislation is enacted in Texas that repeals or alters the Heavy Equipment Statutes such that in the future we do not qualify as a Heavy Equipment Dealer or our compressors do not qualify as Heavy Equipment, then we would likely be required to pay these ad valorem taxes under the old methodology going forward, which would increase our quarterly cost of sales expense up to approximately the amount of our then most recent quarterly benefit recorded. If this litigation is resolved against us in whole or in part, or if in the future we do not qualify as a Heavy Equipment Dealer or our compressors do not qualify as Heavy Equipment because of new or revised Texas statutes, we will incur additional taxes and could be subject to substantial penalties and interest, which would impact our future results of operations, financial condition and cash flows and also our ability to pay dividends in the future.

In the ordinary course of business, we are also involved in various other 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 any of these other actions will not have a material adverse effect on our consolidated financial position, results of operations or cash flows. However, because of the inherent uncertainty of litigation and arbitration proceedings, we cannot provide assurance that the resolution of any particular claim or proceeding to which we are a party will not have a material adverse effect on our consolidated financial position, results of operations or cash flows.

21. Recent Accounting Developments

In February 2016, the Financial Accounting Standards Board (“FASB”) issued an update which establishes a right-of-use model that requires a lessee to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. Under the new guidance, lessor accounting is largely unchanged. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of this update on our financial statements.
 
In November 2015, the FASB issued an update related to the balance sheet classification of deferred taxes. The update simplifies the presentation of deferred income taxes to require that all deferred income tax assets and liabilities be classified as noncurrent and eliminates the current classification. Proration of valuation allowances is eliminated and classification of a deferred tax asset or liability is no longer based on the classification of the related asset or liability. The update will be effective for reporting periods beginning after December 15, 2016 and can be applied prospectively or retrospectively. Early adoption is allowed and we early adopted this update, retrospectively, which resulted in a reclassification of $5.1 million from current deferred tax assets in 2014 to noncurrent deferred tax liabilities.

In July 2015, the FASB issued an update which will require an entity to measure inventory at the lower of cost and net realizable value. Net realizable value is defined as the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. For public business entities, this update is effective on a prospective basis for interim and annual periods beginning after December 15, 2016, with early adoption permitted. We are currently evaluating the impact of this update on our financial statements.

In April 2015, the FASB issued an update that addresses the presentation of debt issuance costs. The update requires an entity to present such costs in the balance sheet as a direct deduction from the carrying amount of the related debt liability rather than as an asset. Amortization of the costs will continue to be reported as interest expense. In August 2015, the FASB issued a subsequent update which clarifies that the guidance in the previous update does not apply to line-of-credit arrangements. Per the subsequent update, line-of-credit arrangements will continue to defer and present debt issuance costs as an asset and subsequently amortize the deferred debt costs ratably over the term of the arrangement. Upon transition, an entity is required to comply with the applicable disclosures for a change in an accounting principle. The update will be effective for reporting periods beginning after December 15, 2015 on a retrospective basis. Early adoption is permitted. Other than the revised balance sheet presentation of debt issuance costs from an asset to a deduction from the carrying amount of the debt liability and related disclosures, the adoption of this update is not expected to have an impact on our financial statements.


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In February 2015, the FASB issued an update which revises the consolidation model. The update modifies the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities, eliminates the presumption that a general partner should consolidate a limited partnership and affects the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships. The update will be effective for reporting periods beginning after December 15, 2015. Early adoption is permitted. We do not believe the adoption of this update will have a material impact on our financial statements.

In May 2014, the FASB issued an update related to revenue recognition. The update outlines a single comprehensive model for companies to use in accounting for revenue arising from contracts with customers and supersedes the most current revenue recognition guidance, including industry-specific guidance. The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The update also requires disclosures enabling users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. The update will be effective for reporting periods beginning after December 15, 2017, including interim periods within the reporting period. Early adoption is permitted for reporting periods beginning after December 15, 2016. Companies may use either a full retrospective or a modified retrospective approach to adopt this update. We are currently evaluating the potential impact of the update on our financial statements.

22. Reportable Segments and Geographic Information

We manage our business segments primarily based upon the type of product or service provided. We have two reportable segments which we operate within the U.S.: contract operations and aftermarket services. The contract operations segment primarily provides natural gas compression services to meet specific customer requirements. The aftermarket services segment provides a full range of services to support the compression needs of customers, from parts sales and normal maintenance services to full operation of a customer’s owned assets.

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

During each of the years ended December 31, 2015 and 2014 , Williams Partners, L.P. accounted for approximately 12% and 10% , respectively, of our consolidated revenue. No other customer accounted for more than 10% of our consolidated revenue during the years ended December 31, 2015 and 2014 and no single customer accounted for more than 10% of our consolidated revenue during the year ended December 31, 2013 .


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The following table presents sales and other financial information by reportable segment during the years ended December 31, 2015 , 2014 and 2013 (in thousands):

 

Contract
Operations
 
Aftermarket
Services
 
Reportable
Segments
Total
 
Other (1)
 
Total (2)
2015:
 

 
 

 
 

 
 

 
 

Revenue from external customers
$
781,166

 
$
216,942

 
$
998,108

 
$

 
$
998,108

Gross margin (3)
461,765

 
41,297

 
503,062

 

 
503,062

Total assets
2,248,191

 
149,008

 
2,397,199

 
287,944

 
2,685,143

Capital expenditures
227,248

 
2,296

 
229,544

 
26,598

 
256,142

 
 
 
 
 
 
 
 
 
 
2014:
 

 
 

 
 

 
 

 
 

Revenue from external customers
$
729,103

 
$
230,050

 
$
959,153

 
$

 
$
959,153

Gross margin (3)
412,961

 
41,799

 
454,760

 

 
454,760

Total assets
2,446,633

 
62,485

 
2,509,118

 
334,516

 
2,843,634

Capital expenditures
371,734

 
825

 
372,559

 
11,282

 
383,841

 
 
 
 
 
 
 
 
 
 
2013:
 

 
 

 
 

 
 

 
 

Revenue from external customers
$
627,844

 
$
234,928

 
$
862,772

 
$

 
$
862,772

Gross margin (3)
345,355

 
46,439

 
391,794

 

 
391,794

Total assets
1,907,097

 
67,693

 
1,974,790

 
238,220

 
2,213,010

Capital expenditures
275,408

 
935

 
276,343

 
15,187

 
291,530


(1)  
Includes corporate related items.

(2)  
Totals exclude assets, capital expenditures and the operating results of discontinued operations.

(3)  
Gross margin, a non-GAAP financial measure, is reconciled, in total, to net income (loss), its most directly comparable measure calculated and presented in accordance with U.S. GAAP, below.

The following table presents assets from reportable segments to total assets as of December 31, 2015 and 2014 (in thousands):

 
December 31,
 
2015
 
2014
Assets from reportable segments
$
2,397,199

 
$
2,509,118

Other assets (1)
287,944

 
334,516

Assets associated with discontinued operations
21,620

 
2,083,205

Consolidated assets
$
2,706,763

 
$
4,926,839


(1)  
Includes corporate related items.

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 to evaluate 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.


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

 
Years Ended December 31,
 
2015
 
2014
 
2013
Net income (loss)
$
(98,966
)
 
$
125,882

 
$
155,742

Selling, general and administrative
131,919

 
132,651

 
118,851

Depreciation and amortization
229,127

 
212,268

 
187,476

Long-lived asset impairment
124,979

 
42,828

 
16,696

Restructuring charges
4,745

 
5,394

 

Goodwill impairment
3,738

 

 

Interest expense
107,617

 
112,273

 
112,194

Debt extinguishment costs
9,201

 

 

Other (income) expense, net
(2,079
)
 
(5,475
)
 
(22,535
)
Provision for (benefit from) income taxes
53,189

 
(28,066
)
 
(17,840
)
Income from discontinued operations, net of tax
(60,408
)
 
(142,995
)
 
(158,790
)
Gross margin
$
503,062

 
$
454,760

 
$
391,794


23. Selected Quarterly Financial Data (Unaudited)

In management’s opinion, the summarized quarterly financial data below (in thousands, except per share amounts) contains all appropriate adjustments, all of which are normally recurring adjustments, considered necessary to present fairly our consolidated financial position and results of operations for the respective periods.

 
March 31,
2015 (1)
 
June 30,
2015 (2)
 
September 30,
2015 (3)
 
December 31,
2015 (4)
Revenue from external customers
$
252,873

 
$
255,062

 
$
248,863

 
$
241,310

Gross profit (9)
70,797

 
67,643

 
52,949

 
(21,541
)
Net income (loss) attributable to Archrock stockholders
32,142

 
(1,389
)
 
(6,304
)
 
(130,267
)
Net income (loss) attributable to Archrock common stockholders per share:
 

 
 

 
 

 
 

Basic
$
0.47

 
$
(0.02
)
 
$
(0.09
)
 
$
(1.91
)
Diluted
0.47

 
(0.02
)
 
(0.09
)
 
(1.91
)

 
March 31,
2014 (5)
 
June 30,
2014 (6)
 
September 30,
2014 (7)
 
December 31,
2014 (8)
Revenue from external customers
$
209,738

 
$
239,153

 
$
247,453

 
$
262,809

Gross profit (9)
46,396

 
56,616

 
59,738

 
58,065

Net income attributable to Archrock stockholders
32,596

 
12,377

 
34,050

 
19,143

Net income attributable to Archrock common stockholders per share:
 

 
 

 
 

 
 

Basic
$
0.50

 
$
0.19

 
$
0.50

 
$
0.28

Diluted
0.50

 
0.19

 
0.48

 
0.28


(1)  
In the first quarter of 2015 , we recorded $34.9 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)) and $8.2 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)).

(2)  
In the second quarter of 2015, we completed the April 2015 Contract Operations Acquisition (see Note 3 (“Business Acquisitions”)). Additionally, we recorded $3.5 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)), $9.5 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”) and $1.2 million of restructuring charges (see Note 13 (“Restructuring Charges”)).


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(3)  
In the third quarter of 2015 we recorded $13.7 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)), $19.9 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)) and $0.3 million of restructuring charges (see Note 13 (“Restructuring Charges”)).

(4)  
In the fourth quarter of 2015 , we recorded $8.3 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)), $3.7 million of goodwill impairment (see Note 6 (“Goodwill”)), $87.4 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)) and $3.2 million of restructuring charges (see Note 13 (“Restructuring Charges”)).

(5)  
In the first quarter of 2014, we recorded $41.4 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)), $3.8 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)) and $4.8 million of restructuring charges (see Note 13 “Restructuring Charges”)).

(6)  
In the second quarter of 2014 , we recorded $24.0 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)), $9.8 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)) and $0.4 million of restructuring charges (see Note 13 “Restructuring Charges”)).

(7)  
In the third quarter of 2014, we recorded $32.6 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)), $11.3 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)) and $0.2 million of restructuring charges (see Note 13 (“Restructuring Charges”)).

(8)  
In the fourth quarter of 2014, we recorded $45.0 million of income from discontinued operations, net of tax (see Note 2 (“Discontinued Operations”)) and $17.9 million of long-lived asset impairments (see Note 12 (“Long-Lived Asset Impairment”)).

(9)  
Gross profit is defined as revenue less cost of sales, direct depreciation and amortization expense and long-lived asset impairment charges.

24. Subsequent Event

In January 2016, Exterran Corporation received an additional installment payment, including an annual charge, of $5.2 million from PDVSA Gas relating to the 2012 sale of its Venezuelan joint ventures’ previously nationalized assets. Pursuant to the separation and distribution agreement, Exterran Corporation transferred cash to us based on the notional amount of the payment they received from PDVSA Gas in January 2016. The transfer of cash to us will be recognized as an increase to stockholders’ equity on our consolidated balance sheet in the first quarter of 2016.


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ARCHROCK, INC.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)

Description
Balance at
  Beginning
  of Period
 
Charged to
  Costs and
  Expenses
 
Deductions
 
Balance at
  End of
  Period
Allowance for doubtful accounts deducted from accounts receivable in the balance sheet
 

 
 

 
 

 
 

December 31, 2015
$
2,286

 
3,075

 
2,018

(1)  
$
3,343

December 31, 2014
1,224

 
1,743

 
681

(1)  
2,286

December 31, 2013
2,938

 
(191
)
 
1,523

(1)  
1,224

Allowance for obsolete and slow moving inventory deducted from inventories in the balance sheet
 

 
 

 
 

 
 

December 31, 2015
$
11,500

 
4,286

 
5,976

(2)  
$
9,810

December 31, 2014
5,871

 
8,896

 
3,267

(2)  
11,500

December 31, 2013
4,107

 
3,904

 
2,140

(2)  
5,871

Allowance for deferred tax assets not expected to be realized
 

 
 

 
 

 
 

December 31, 2015
633

 

 

 
633

December 31, 2014
633

 

 

 
633

December 31, 2013
633

 

 

 
633


(1)  
Uncollectible accounts written off.

(2)  
Obsolete inventory written off at cost of value received.


S-1
        

Exhibit 2.3
 
AMENDMENT NO. 1 TO
SEPARATION AND DISTRIBUTION AGREEMENT

This Amendment No. 1 (this “ Amendment ”), dated as of December 15, 2015, to that certain Separation and Distribution Agreement, dated as of November 3, 2015 (the “ Agreement ”), is entered into by and among Archrock, Inc., a Delaware corporation formerly named Exterran Holdings, Inc. (“ RemainCo ”), Exterran General Holdings LLC, a Delaware limited liability company (“ General Holdings ”), Exterran Energy Solutions, L.P., a Delaware limited partnership (“ EESLP ”), Exterran Corporation, a Delaware corporation (“ SpinCo ”), AROC Corp., a Delaware corporation (“ Controlled ”), EESLP LP LLC, a Delaware limited liability company (“ EESLP LP ”), AROC Services GP LLC, a Delaware limited liability company (“ Controlled GP ”), AROC Services LP LLC, a Delaware limited liability company (“ Controlled LP ”), and Archrock Services, L.P., a Delaware limited partnership (“ OpCo ”). RemainCo, General Holdings, EESLP, SpinCo, Controlled, EESLP LP, Controlled GP, Controlled LP and OpCo are each referred to herein as a “ Party ,” and collectively as, the “ Parties .” Defined terms used but not defined herein have the meaning given to them in the Agreement.
WHEREAS , the Parties desire to amend the Agreement in accordance with Section 11.15 thereof as set forth herein.
NOW THEREFORE , in consideration of the premises of this Amendment and the agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties hereby agree as follows:
1. Certain Non-Competition Provisions . Section 9.3(a) of the Agreement is hereby amended and restated in its entirety as follows:
(a)    As an essential consideration for the obligations of the other Parties under this Agreement, including obligations in connection with the transactions contemplated in the Restructuring Steps Memorandum, and in contemplation of the consummation of the Internal Distribution and the External Distribution, each of RemainCo and SpinCo hereby agrees that, from the date hereof until the third anniversary of the Distribution Date (the “ Non-Compete Period ”), such party shall not, and it shall cause each other member of its respective Group not to, engage in any Prohibited Business. “ Prohibited Business ” means (i) with respect to any member of the RemainCo Group, the “contract operations” business conducted outside of the United States, the “aftermarket services” business conducted outside of the United States and the “product sales” business conducted inside or outside of the United States (as such terms are described in the Information Statement) and (ii) with respect to any member of the SpinCo Group, (A) the use of natural gas compression equipment and crude oil and natural gas production and processing equipment to provide operations services to customers in the United States and (B) the sale of parts and components, and the provision of operations, maintenance, overhaul and reconfiguration services, to customers with respect to compression, production, processing, treating and other equipment located in the United States; provided , however , that for purposes of determining whether


        

a party may be deemed to have engaged in a Prohibited Business as a result of the sale of parts, the ultimate destination of such parts, to the parties’ knowledge after normal course inquiry, shall prevail in determining whether such business was conducted within or outside of the United States; provided , further , that nothing in this Section 9.3(a) shall prohibit (q) either SpinCo or RemainCo from selling as scrap any inventory held by such Party, (r) SpinCo from selling any parts purchased from RemainCo, (s) SpinCo from selling any engines, compressors, coolers or control panels owned as of the Effective Time, (t) SpinCo from providing services to customers in the United States relating to the processing and treating of water, (u) SpinCo from providing make-ready services or installation, commissioning or warranty services in connection with the permitted provision of aftermarket services in the United States pursuant to clause (x)(1) below, (v) SpinCo from providing installation, start-up, commissioning and warranty services on the products manufactured or sold by SpinCo, (w) RemainCo from manufacturing, holding or selling generator sets, (x)(1) SpinCo from providing aftermarket services on production equipment or equipment of the type manufactured or sold by Belleli Energy B.V. or its Subsidiaries or (2) RemainCo from providing aftermarket services on production equipment owned by RemainCo or located on a site where RemainCo provides compression services that are not otherwise prohibited by the terms of this Section 9.3(a) , (y) RemainCo or SpinCo, as the case may be, from selling used equipment (including any overhauls to such used equipment) to Affiliates or third parties, whether located within or outside of the United States, (z) RemainCo from selling turbochargers or components of turbochargers outside of the United States in conjunction with its turbocharger remanufacturing business inside the United States (provided that, for the purposes of clarity, any components sold pursuant to this exception shall only be for use on a turbocharger and shall not be of the type typically sold in the “aftermarket services” business conducted by SpinCo outside the United States (as such term is described in the Information Statement) or (aa) RemainCo or SpinCo, as the case may be, from engaging in a merger, acquisition, consolidation or other business combination with another Person (the “ Transaction Counterparty ”) that results in RemainCo or SpinCo, as the case may be, engaging (through the entity surviving a merger or one or more subsidiaries thereof) in a Prohibited Business, so long as the Prohibited Business represents less than (1) 20% of the Transaction Counterparty’s consolidated Gross Margin as reflected in such Transaction Counterparty’s most recent available annual financial statements (which financial statements shall be audited, if available) at the time the definitive agreement for the transaction is signed and (2) 10% of the consolidated Gross Margin of RemainCo, SpinCo or such surviving entity, as the case may be, on a pro forma basis, based on such financial statements and the most recent available annual financial statements (which financial statements shall be audited, if available) of RemainCo, SpinCo or such surviving entity, as the case may be. “ Gross Margin ” means total revenue less cost of sales (excluding depreciation and amortization expense). In furtherance of the foregoing, the Parties agree to retest the requirements set forth in (aa)(2) above with respect to the financial statements for the most recent annual period (which financial statements shall be audited, if available) each year during the Non-Compete Period on each anniversary of the date of signing a definitive agreement with respect to the applicable merger, acquisition, consolidation or other business combination. In the event that a merger, acquisition, consolidation or other business combination fails to satisfy (aa)(1) or (2) above at the time of such transaction or, with respect to (aa)(2), at any time such requirement is retested with respect to such transaction, the parties to such transaction shall have a period of 365 days to cure (by divestiture or otherwise, including, for the avoidance of doubt, in the event that such 365-day cure period extends beyond the expiration of the Non-Compete Period) such failure before the


        

parties are deemed to be in breach of this Section 9.03(a) . If the parties to such transaction fail to cure the breach within such 365-day cure period (by divestiture or otherwise, including, for the avoidance of doubt, in the event that such 365-day cure period extends beyond the expiration of the Non-Compete Period), then the Parties agree to cause the entity surviving the merger (or the applicable subsidiary thereof) to divest of the Prohibited Business as soon as reasonably practicable.
2. Governing Law . This Amendment shall be governed by and construed and interpreted in accordance with the Laws of the State of Texas, irrespective of the choice of laws principles of the State of Texas, including all matters of validity, construction, effect, enforceability, performance and remedies.
1.      Counterpart Execution . This Amendment may be executed in any number of counterparts, each of which shall be considered an original, and all of which shall be considered one and the same instrument. Any signature delivered by a Party by facsimile transmission or electronically shall be deemed an original signature.
2.      Integration with Agreement . This Amendment shall be and hereby is incorporated into and forms a part of the Agreement. Except as expressly provided herein, all terms and conditions of the Agreement shall remain in full force and effect.
[ signature page follows ]


        

IN WITNESS WHEREOF, each of the Parties has duly executed this Amendment as of the date first written above.
ARCHROCK, INC.

__/s/ D. Bradley Childers__________
D. Bradley Childers
President and Chief Executive Officer

AROC CORP.

__/s/ D. Bradley Childers__________
D. Bradley Childers
President and Chief Executive Officer

EXTERRAN CORPORATION

__/s/ Andrew J. Way______________
Andrew J. Way
President and Chief Executive Officer

EXTERRAN GENERAL HOLDINGS LLC

__/s/ Jon C. Biro__________________
Jon C. Biro
Senior Vice President and Chief
Financial Officer







[ Signature Page to Amendment No. 1 to
Separation and Distribution Agreement ]

        


EXTERRAN ENERGY SOLUTIONS, L.P.
By:     Exterran General Holdings LLC,
its general partner

__/s/ Jon C. Biro__________________
Jon C. Biro
Senior Vice President and Chief
Financial Officer

EESLP LP LLC

__/s/ Jon C. Biro__________________
Jon C. Biro
Senior Vice President and Chief
Financial Officer

AROC SERVICES GP LLC

__/s/ D. Bradley Childers__________
D. Bradley Childers
President and Chief Executive Officer

AROC SERVICES LP LLC

__/s/ D. Bradley Childers__________
D. Bradley Childers
President and Chief Executive Officer

ARCHROCK SERVICES, L.P.
By:     AROC Services GP LLC,
its general partner

__/s/ D. Bradley Childers__________


[ Signature Page to Amendment No. 1 to
Separation and Distribution Agreement ]

        

D. Bradley Childers
President and Chief Executive Officer


[ Signature Page to Amendment No. 1 to
Separation and Distribution Agreement ]

Exhibit 3.3
 
COMPOSITE CERTIFICATE OF INCORPORATION
OF
ARCHROCK, INC.
(as amended as of November 3, 2015)
      ONE: The name of the corporation is Archrock, Inc. (hereinafter referred to as the “ Corporation ”).
      TWO: The address of the registered office of the Corporation in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle. The name of the registered agent of the Corporation at that address is The Corporation Trust Company.
      THREE: The nature of the business or purposes to be conducted or promoted is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware (the “ GCL ”).
      FOUR: The total number of shares of all classes of stock which the Corporation shall have authority to issue is 300 million, consisting of 250 million shares of Common Stock, par value one cent ($0.01) per share (the “ Common Stock ”), and 50 million shares of Preferred Stock, par value one cent ($0.01) per share (the “ Preferred Stock ”).
           SECTION 1. Preferred Stock . The Board of Directors is authorized, subject to any limitations prescribed by law, to provide for the issuance of shares of Preferred Stock in series, and by filing a certificate pursuant to the applicable law of the State of Delaware (such certificate being hereinafter referred to as a “ Preferred Stock Designation ”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, without a separate class vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
           SECTION 2. Common Stock .
          A. Except as otherwise provided in this Article Four or required by law, each registered holder of Common Stock shall be entitled to one vote for each share of such Common Stock held by such holder on each matter properly submitted to the stockholders of the Corporation for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any Preferred Stock Designation) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Restated Certificate of Incorporation (including any Preferred Stock Designation).
          B. Except as otherwise provided in this Article Four or required by law and subject to the rights of the holders of any series of Preferred Stock,
               (i) Holders of Common Stock shall be entitled to elect directors of the Corporation; and
               (ii) Holders of Common Stock shall be entitled to vote on all other matters properly submitted to a vote of stockholders of the Corporation.
          C. The number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders a majority of the voting power of all of the then-outstanding shares of the capital stock of the Corporation entitled to vote thereon, voting together as a single class, without a separate class vote of the holders of Common Stock.
      FIVE: The following provisions are inserted for the management of the business and the conduct of the affairs of the Corporation, and for further definition, limitation and regulation of the powers of the Corporation and of its directors and stockholders:



          A. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. In addition to the powers and authority expressly conferred upon them by statute or by this Restated Certificate of Incorporation or the Bylaws of the Corporation, the directors are hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the Corporation.
          B. The directors of the Corporation need not be elected by written ballot unless the Bylaws so provide.
          C. Subject to the rights of the holders of any series of Preferred Stock, any action required or permitted to be taken by the stockholders of the Corporation must be effected at a duly called annual or special meeting of stockholders of the Corporation and may not be effected by any consent in writing by such stockholders.
          D. Special meetings of stockholders of the Corporation may only be called by the Chairman of the Board or the President or by the Board of Directors as provided in the Bylaws of the Corporation.
      SIX:
          A. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors shall be fixed from time to time exclusively by the Board of Directors in the manner provided in the Bylaws of the Corporation.
B. Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office or other cause shall, unless otherwise required by law or by resolution of the Board of Directors, be filled by the Board of Directors in the manner provided in the Bylaws of the Corporation, and directors so chosen shall hold office for a term expiring at the next annual meeting of stockholders and until such director’s successor shall have been duly elected and qualified. No decrease in the authorized number of directors shall shorten the term of any incumbent director.
          C. Advance notice of stockholder nominations for the election of directors and of business to be brought by stockholders before any meeting of the stockholders of the Corporation shall be given in the manner provided in the Bylaws of the Corporation.
          D. Subject to the rights of the holders of any series of Preferred Stock then outstanding, any director, or the entire Board of Directors, may be removed from office at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class.
      SEVEN: The Board of Directors is expressly empowered to adopt, amend or repeal Bylaws of the Corporation. Any adoption, amendment or repeal of the Bylaws of the Corporation by the Board of Directors shall require the approval of the Board of Directors as in the manner provided in the Bylaws of the Corporation. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Corporation; provided, however, that, in addition to any vote of the holders of any class or series of capital stock of the Corporation required by law or by this Restated Certificate of Incorporation, the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of the capital stock of the Corporation entitled to vote generally in the election of directors, voting together as a single class, shall be required to adopt, amend or repeal any provision of the Bylaws of the Corporation.
      EIGHT: A director of the Corporation shall not be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the GCL, or (iv) for any transaction from which the director derived an improper personal benefit. If the GCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the GCL, as so amended.
     Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.
      NINE: The Corporation shall indemnify and advance expenses to each director and officer of the Corporation as provided in the Bylaws of the Corporation and may indemnify and advance expenses to each employee and agent of



the Corporation, and all other persons whom the Corporation is authorized to indemnify under the provisions of the GCL, as provided in the Bylaws of the Corporation.

Confidential Treatment has been requested for the redacted portions of this agreement. The redactions are indicated with six asterisks (******). A complete version of this agreement has been filed separately with the Securities and Exchange Commission.


Exhibit 10.16
 
FOURTH AMENDED AND RESTATED
OMNIBUS AGREEMENT
AMONG
ARCHROCK, INC.
ARCHROCK SERVICES, L.P.
ARCHROCK GP LLC
ARCHROCK GENERAL PARTNER, L.P.
ARCHROCK PARTNERS, L.P.
AND
ARCHROCK PARTNERS OPERATING LLC






TABLE OF CONTENTS
ARTICLE I DEFINITIONS    2
1.1     Definitions    2
ARTICLE II NON-COMPETITION AND BUSINESS OPPORTUNITIES    10
2.1     Restricted Business    10
2.2     Overlapping Customers.    10
2.3     Permitted Exceptions    10
2.4     Restricted Business Procedures.    12
2.5     Scope of the Prohibition    15
2.6     New Customers    15
2.7     Rental Arrangements     15
2.8     Lease Takeover Arrangements     15
2.9     Enforcement    16
2.10     Non-Compression Equipment at a Particular Site    16
2.11     Termination    16
ARTICLE III SERVICES    16
3.1     Provision, Allocation and Reimbursement for Services    16
ARTICLE IV COMPRESSION EQUIPMENT TRANSFERS    18
4.1     Transfer Mechanics    18
4.2     Settlement; Appraised Value    20
4.3     Like-Kind Exchange Treatment    21
4.4     Other Sales Permitted    21
4.5     Termination    21
4.6     Proration of Ad Valorem Taxes    21
ARTICLE V [RESERVED]    22
ARTICLE VI LICENSE    22
6.1     Grant of License    22
6.2     Restrictions on Marks    22
6.3     Ownership    23
6.4     Confidentiality    23
6.5     Estoppel    23
6.6     Warranties; Disclaimers.    23
6.7     In the Event of Termination    24

i



ARTICLE VII INDEMNIFICATION    24
7.1     Environmental Indemnification.    24
7.2     Additional Indemnification.    25
7.3     Limitations Regarding Indemnification.    26
7.4     Indemnification Procedures    26
ARTICLE VIII MISCELLANEOUS    27
8.1     Governing Law; Submission to Jurisdiction    27
8.2     Notices    28
8.3     Entire Agreement    28
8.4     Termination    28
8.5     Waivers of Default.    28
8.6     Amendments.    29
8.7     Assignability; Third Party Beneficiaries    29
8.8     Counterparts    29
8.9     Severability    29
8.10     Interpretation    29
8.11     Further Assurances    30
8.12     Withholding or Granting of Consent    30
8.13     Laws and Regulations    30
8.14     Negation of Rights of Limited Partners, Assignees and Third Parties    30
8.15     No Recourse Against Officers or Directors    30
8.16     Right of Offset    30

EXHIBITS AND SCHEDULES

Schedule 3.1(a) – Services
Schedule 3.1(b) – Excluded Services
Schedule 6.1 – Marks

Exhibit 1 –     Form Bill of Sale
Exhibit 2 –      Form Lease Agreement
Exhibit 3     Form Like-Kind Exchange Bill of Sale
Exhibit 4 –     Certain Archrock Customers
Exhibit 5 –    Certain Partnership Customers



FOURTH AMENDED AND RESTATED
OMNIBUS AGREEMENT
THIS FOURTH AMENDED AND RESTATED OMNIBUS AGREEMENT is entered into on, and effective as of November 3, 2015 (the “ Effective Date ”), and is by and among Archrock, Inc., a Delaware corporation formerly named Exterran Holdings, Inc. (“ Archrock ”), Archrock Services, L.P., a Delaware limited partnership formerly named Exterran US Services OpCo, L.P. (“ OPCO ”), Archrock GP LLC, a Delaware limited liability company formerly named Exterran GP LLC (“ GP LLC ”), Archrock General Partner, L.P., a Delaware limited partnership formerly named Exterran General Partner, L.P. (the “ General Partner ”), Archrock Partners, L.P., a Delaware limited partnership formerly named Exterran Partners, L.P., (the “ Partnership ”) and Archrock Partners Operating LLC (the “ Operating Company ”). The above-named entities are sometimes referred to in this Agreement each as a “ Party ” and collectively as the “ Parties .”
RECITALS:
The Parties desire to amend and restate in its entirety the Third Amended and Restated Omnibus Agreement, dated as of June 10, 2011, among Archrock, GP LLC, the General Partner, the Partnership, the Operating Company and Exterran Energy Solutions, L.P., a Delaware limited partnership (“ EESLP ”), as amended to the date hereof (as so amended, the “ Prior Omnibus Agreement ”), to evidence, among other things, the following:
1.
the completion of the transactions contemplated by that certain Separation and Distribution Agreement, dated as of the date hereof, by and between Archrock, EESLP, Exterran Corporation, a Delaware corporation, Exterran General Holdings LLC, a Delaware limited liability company, AROC Corp., a Delaware corporation, EESLP LP LLC, a Delaware limited liability company, AROC Services GP LLC, a Delaware limited liability company, AROC Services LP LLC, a Delaware limited liability company, and Archrock Services, L.P., a Delaware limited partnership; and
2.
the continuation of other provisions of the Prior Omnibus Agreement as set forth herein.
The Conflicts Committee of the Board of Directors of GP LLC has approved the form, terms and substance of this Agreement in accordance with the requirements set forth in Section 8.6 of the Prior Omnibus Agreement.
In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
1.1      Definitions
(a)      Capitalized terms used herein but not defined shall have the meanings given them in the Partnership Agreement.
(b)      As used in this Agreement, the following terms shall have the respective meanings set forth below:
Acquired Partnership Restricted Business ” has the meaning given such term in Section 2.3(h).
Acquired Archrock Restricted Business ” has the meaning given such term in Section 2.3(g).
Acquiring Party ” has the meaning given such term in Section 2.4(a).
Affiliate ” has the meaning given to such term in the Partnership Agreement.
Agreement ” means this Fourth Amended and Restated Omnibus Agreement, as it may be amended, modified or supplemented from time to time in accordance with the terms hereof.
Appraiser ” means an appraiser mutually acceptable to Archrock and the Partnership that is independent with respect to the Archrock Entities and the Partnership Entities and their respective affiliates within the meaning of the code of professional ethics of the American Society of Appraisers as selected by mutual consent of Archrock and the General Partner.
Appraisal ” means an appraisal of Compression Equipment prepared by an Appraiser in conformity with, and subject to, the requirements of the code of professional ethics and standards of professional conduct of the American Society of Appraisers.  The Appraisal shall specify value based upon the cost or income approach or a combination thereof for the Compression Equipment appraised.
Appraised Value ” means an amount equal to (A) (i) the most recent Appraisal with respect to a particular piece of Compression Equipment owned by the USCSB or the Partnership Group at the time of the Appraisal or (ii) with respect to a particular piece of Compression Equipment for which an Appraisal has not been conducted, the Appraised Value of substantially similar Compression Equipment or (iii) an amount calculated by Archrock, in its reasonable judgment, based on the sales price of nearly contemporaneous sales of substantially similar equipment, plus (B) to the extent not included in (A), any costs incurred by the Transferor pursuant to Section 4.1(a)(iv) to place the Compression Equipment in a condition appropriate for its anticipated commercial use, less (C) if there is no anticipated commercial use or if the anticipated commercial use is inconsistent with the historical use of the Compression Equipment at the time of its transfer and to the extent included in (A) above, Archrock’s estimate, in its reasonable judgment, of any costs necessary to be incurred to place the Compression Equipment in good working order consistent with its most recent commercial use.
“Archrock ” has the meaning given such term in the introduction of this Agreement.
“Archrock Customers ” means (a) the Persons set forth on Exhibit 4 and any of their respective Affiliates other than Affiliates otherwise set forth on Exhibit 5 and (b) any New Customer that enters into an agreement with an Archrock Entity in accordance with Section 2.6 pursuant to which such Archrock Entity agrees to provide Competitive Services to such New Customer. Archrock Customers shall not include any Released Archrock Customers.
Archrock Entities” means Archrock and any Person (other than the Partnership Entities) controlled, directly or indirectly, by Archrock; and “ Archrock Entity ” means any of the Archrock Entities.
Archrock Restricted Business ” has the meaning given such term in Section 2.1(a).
Archrock Site ” has the meaning given such term in Section 2.1(b).
Billed Party ” has the meaning set forth in Section 4.6.
Business Day ” means any day other than a Saturday, a Sunday or a day on which banking institutions in Houston, Texas are authorized or are obligated by law, executive order or governmental decree to be closed.
Change of Control ” means, with respect to any Person (the “ Applicable Person ”), any of the following events: (i) any sale, lease, exchange or other transfer (in one transaction or a series of related transactions) of all or substantially all of the Applicable Person’s assets to any other Person, unless immediately following such sale, lease, exchange or other transfer such assets are owned, directly or indirectly, by the Applicable Person; (ii) the dissolution or liquidation of the Applicable Person; (iii) the consolidation or merger of the Applicable Person with or into another Person, other than any such transaction where (a) the outstanding Voting Securities of the Applicable Person are changed into or exchanged for Voting Securities of the surviving Person or its parent and (b) the holders of the Voting Securities of the Applicable Person immediately prior to such transaction own, directly or indirectly, not less than a majority of the outstanding Voting Securities of the surviving Person or its parent immediately after such transaction; and (iv) a “person” or “group” (within the meaning of Sections 13(d) or 14(d)(2) of the Exchange Act) being or becoming the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act) of more than 50% of all of the then outstanding Voting Securities of the Applicable Person, except in a merger or consolidation which would not constitute a Change of Control under clause (iii) above.
Closing Date ” means the closing date, if occurring after the Effective Date, of the transactions contemplated by a contribution or similar agreement by and among members of the Archrock Entities and members of the Partnership Group relating to the conveyance of Partnership Assets from members of the Archrock Entities to members of the Partnership Group.
Code ” means the Internal Revenue Code of 1986, as amended.
Common Unit ” has the meaning given such term in the Partnership Agreement.
Compression Equipment ” means natural gas compressor units, together with any tangible components thereof, all related appliances, parts, accessories, appurtenances, accessions, additions, improvements and replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.
Competitive Services ” means the provision by a Person of natural gas contract compression services to a third-party customer, whether pursuant to the Form Compression Services Agreement or any other compression services agreement, a lease arrangement pursuant to which such Person leases Compression Equipment to a third-party customer and is required to provide other compression services to such customer (whether as part of one agreement or pursuant to a lease agreement and related services agreement) or otherwise; provided , however , that, for the avoidance of doubt, Competitive Services do not include the fabrication of Compression Equipment by such Person, the sale by such Person of Compression Equipment to a third-party customer, the sale by such Person of materials, parts or equipment that are components of or used in the operation of Compression Equipment, the leasing by such Person of Compression Equipment without the provision of any related services or the operation, maintenance, service, repair or overhaul by such Person of Compression Equipment owned by a third party customer.
Conflicts Committee ” has the meaning given such term in the Partnership Agreement.
Conversion Condition ” has the meaning given such term in Section 2.4(b).
Covered Environmental Losses ” is defined in Section 7.1.
Direct Equipment Costs and Expenses ” means those costs and expenses directly attributable to the transportation, operation, maintenance or repair of any Partnership Assets excluding any Compression Equipment owned by the Partnership Group that is leased to an Archrock Entity pursuant to Section 4.2(b)(ii).
Direct Leased Compression Equipment Capitalizable Costs ” means those costs directly attributable to the maintenance or repair of any Compression Equipment that is leased between an Archrock Entity and a member of the Partnership Group that qualifies as a capital addition under GAAP.
Direct Leased Compression Equipment Expenses ” means those expenses directly attributable to the transportation, operation, maintenance or repair of any Compression Equipment that is leased between an Archrock Entity and a member of the Partnership Group that qualifies as an expense under GAAP.
Effective Date ” has the meaning given such term in the introduction of this Agreement.
Effective Time ” has the meaning given such term in Section 4.1(b).
Environmental Laws means all federal, state, and local laws, statutes, rules, regulations, orders and ordinances, legally enforceable requirements and rules of common law relating to protection of the environment including, without limitation, the federal Comprehensive Environmental Response, Compensation, and Liability Act, the Superfund Amendments Reauthorization Act, the Resource Conservation and Recovery Act, the Clean Air Act, the Federal Water Pollution Control Act, the Toxic Substances Control Act, the Oil Pollution Act, the Safe Drinking Water Act, the Hazardous Materials Transportation Act and other environmental conservation and protection laws, each as amended through the applicable Closing Date.
Exchange Act ” means the Securities Exchange Act of 1934, as amended.
“Form Bill of Sale ” means the form of Bill of Sale attached hereto as Exhibit 1, which form may be amended or replaced with a new form of Bill of Sale from time to time as long as such amended or replacement form does not materially conflict with the terms and provisions of this Agreement.
“Form Compression Services Agreement ” means the standard form of agreement pursuant to which members of the Partnership Group provide Competitive Services to Partnership Customers as of the applicable date.
Form Lease Agreement ” means the form of Compression Equipment Lease Agreement attached hereto as Exhibit 2, which form may be amended or replaced with a new form of Compression Equipment Lease Agreement from time to time as long as such amended or replacement form does not materially conflict with the terms and provisions of this Agreement.
Form Like-Kind Exchange Bill of Sale ” means the form of Like-Kind Exchange Bill of Sale attached hereto as Exhibit 3, which form may be amended or replaced with a new form of Like-Kind Exchange Bill of Sale from time to time as long as such amended or replacement form does not materially conflict with the terms and provisions of this Agreement.
GAAP ” means generally accepted accounting principles in the United States, consistently applied.
General Partner ” has the meaning given such term in the introduction to this Agreement.
GP LLC ” has the meaning given such term in the introduction to this Agreement.
Hazardous Substance ” means (a) any substance that is designated, defined or classified as a hazardous waste, hazardous material, pollutant, contaminant or toxic or hazardous substance, or that is otherwise regulated under any Environmental Law, including, without limitation, any hazardous substance as such term is defined under the Comprehensive Environmental Response, Compensation, and Liability Act, as amended, and (b) petroleum, petroleum products, crude oil, gasoline, fuel oil, motor oil, waste oil, diesel fuel, jet fuel and other petroleum hydrocarbons whether refined or unrefined and (c) asbestos, whether in a friable or a non-friable condition, and polychlorinated biphenyls.
Indemnified Party ” means either the Partnership Group or Archrock, as the case may be, each in its capacity as a party entitled to indemnification in accordance with Article VII.
Indemnifying Party ” means either the Partnership Group or Archrock, as the case may be, each in its capacity as a party from whom indemnification may be required in accordance with Article VII.
Lease Takeover Arrangement” has the meaning given such term in Section 2.8.
Licensees ” means, for purposes of Article VI hereof, the Partnership Entities.
Licensor ” means, for purposes of Article VI hereof, Archrock.
Liens ” means any mortgages, pledges, security interests, liens, charges, claims, restrictions, easements or other encumbrances of any nature.
Marks ” means all trademarks, trade names, logos and/or service marks identified on Schedule 6.1 attached hereto, which Schedule may be amended from time to time with the approval of Archrock and the Conflicts Committee.
New Customer” means any Person that is not an Archrock Customer or a Partnership Customer that informs any of the Parties hereto of a need for Competitive Services.
Non-Compression Equipment ” means natural gas gathering, production and processing equipment and related appliances, parts, accessories, appurtenances, accessions, additions, improvements and replacements thereto, all other equipment or components of any nature from time to time incorporated or installed therein and all substitutions for any of the foregoing.
Non-Qualifying Business ” has the meaning given to such term in Section 2.4(b).
Offer ” has the meaning given such term in Section 2.4(a).
Offer Period ” has the meaning given such term in Section 2.4(b)(ii)(A).
Offered Assets ” has the meaning given such term in Section 2.4(a).
Offeree ” has the meaning given such term in Section 2.4(a).
OPCO ” has the meaning given such term in the introduction to this Agreement.
“Operating Company ” has the meaning given such term in the introduction to this Agreement.
Organizational Documents ” means certificates or articles of incorporation, by-laws, certificates of formation, limited liability company operating agreements, certificates of limited partnership or limited partnership agreements or other formation or governing documents of a particular entity.
Other Losses ” is defined in 7.2(a).
Partnership ” has the meaning given such term in the introduction to this Agreement.
Partnership Agreement ” means the First Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of April 14, 2008, as such agreement is in effect on the Effective Date, to which reference is hereby made for all purposes of this Agreement. An amendment or modification to the Partnership Agreement subsequent to the Effective Date shall be given effect for the purposes of this Agreement only if it has received the approval of the Conflicts Committee that would be required, if any, pursuant to Section 8.6 hereof if such amendment or modification were an amendment or modification of this Agreement.
Partnership Assets ” means the compression services contracts and related customer relationships; gathering, processing or production services contracts and related customer relationships; and Compression Equipment and Non-Compression Equipment, directly or indirectly conveyed, contributed or otherwise transferred (but not leased) to the Partnership Group as of a Closing Date pursuant to a contribution agreement or pursuant to the non-lease transfer mechanics set forth in Article IV of this Agreement.
Partnership Customers ” means (a) the Persons set forth on Exhibit 5 and any of their respective Affiliates other than Affiliates otherwise set forth on Exhibit 4 and (b) any New Customer that enters into an agreement with a member of the Partnership Group in accordance with Section 2.6 pursuant to which such member of the Partnership Group agrees to provide Competitive Services to such New Customer. Partnership Customers shall not include any Released Partnership Customers.
Partnership Entities ” means GP LLC, the General Partner and each member of the Partnership Group; and “ Partnership Entity ” means any of the Partnership Entities.
Partnership Group ” means the Partnership, the Operating Company and any Subsidiary of the Partnership or the Operating Company.
Partnership Horsepower ” means, with respect to a particular month, the quotient of (i) the sum of the aggregate amount of Compression Equipment horsepower owned or leased by the Partnership Group (excluding units owned by the Partnership Group but leased to USCSB), regardless of whether such Compression Equipment is working or idle, on the last day of the month immediately preceding such month and on the last day of each of such month, divided by (ii) two.
Partnership Restricted Business ” has the meaning given such term in Section 2.1.(b).
Partnership Site ” has the meaning given such term in Section 2.1(a).
Party ” or “ Parties ” have the meaning given such terms in the introduction to this Agreement.
Percentage Interest ” means, with respect to a particular month, the value (expressed as a percentage) obtained by multiplying (i) 100 by (ii) the quotient of (x) the Partnership Horsepower divided by (y) the Total Domestic Horsepower.
Permitted Liens ” means (i) mechanics’, carriers’, workmen’s, repairmen’s or other like Liens arising or incurred in the ordinary course of business, (iii) Liens for taxes that are not due and payable or that may thereafter be paid without penalty, (iv) Liens securing debt of a transferor that will be released prior to or as of the date of the applicable transfer and (v) other imperfections of title or encumbrances that, individually or in the aggregate, could not reasonably be expected to materially interfere with the ordinary operation of the Compression Equipment to which the Permitted Liens are attached.
Person ” has the meaning given such term in the Partnership Agreement.
Prior Omnibus Agreement ” has the meaning given such term in the Recitals.
Purchase Agreement ” has the meaning given such term in Section 2.4(a).
Qualifying Business ” has the meaning given such term in Section 2.4(b).
Released Archrock Customers” means those customers of the Archrock Entities that are designated as “Released Archrock Customers” pursuant to Section 2.3(h).
Released Partnership Customers ” means those customers of the Partnership Group that are designated as “Released Partnership Customers” pursuant to Section 2.3(g).
Rental Arrangement ” means an arrangement requested by a Partnership Customer that will necessitate an agreement that is materially dissimilar to (i) the Form Compression Services Agreement and (ii) any other form of agreement for Competitive Services that is believed in good faith by the Partnership to produce qualified income, in either case, from a federal income tax treatment perspective (from the Partnership’s perspective).
Retained Assets ” means the assets and investments owned by Archrock or any of its Affiliates that were not conveyed, contributed or otherwise transferred to the Partnership Group pursuant to a particular contribution agreement.
“Services” has the meaning given such term in Section 3.1(a).
Site ” means the specific geographic site at which a particular item of Compression Equipment engaged in Competitive Services is being utilized, as further specified by the customer contract, or any schedule thereto, pursuant to which such Competitive Services are being provided.
Subsidiary ” has the meaning given such term in the Partnership Agreement.
Total Domestic Horsepower ” means, with respect to a particular month, the sum of the USCSB Horsepower and the Partnership Horsepower.
Transferee ” means a transferee of Compression Equipment pursuant to Article IV.
Transferor ” means a transferor of Compression Equipment pursuant to Article IV.
USCSB ” means the U.S. contract compression services business of any of the Archrock Entities conducted through Archrock’s U.S. Contract Compression Segment, excluding the business of the Partnership Entities.
USCSB Horsepower ” means, with respect to a particular month, the quotient of (i) the sum of the aggregate amount of Compression Equipment horsepower owned or leased by USCSB (excluding units designated “for sale only” by the Archrock Entities or units owned by USCSB but leased to the Partnership Group), regardless of whether such Compression Equipment is working or idle, on the last day of the month immediately preceding such month and on the last day of such month, divided by (ii) two.
Voluntary Cleanup Program means a program of the United States or a state of the United States enacted pursuant to Environmental Laws which provides for a mechanism for the written approval of, or authorization to conduct, voluntary remedial action for the clean-up, removal or remediation of contamination that exceeds actionable levels established pursuant to Environmental Laws.
Voting Securities of a Person means securities of any class of such Person entitling the holders thereof to vote in the election of, or to appoint, members of the board of directors or other similar governing body of the Person; provided , that if such Person is a limited partnership, Voting Securities of such Person shall be the general partner interest in such Person.
ARTICLE II     
NON-COMPETITION AND BUSINESS OPPORTUNITIES
2.1      Restricted Business .
(a)    Subject to Section 2.11 and except as permitted by Section 2.3, 2.7 or 2.8, each of the Archrock Entities shall be prohibited from providing (whether directly, including through the acquisition of equipment, or indirectly through the acquisition of or investment in equity or debt securities in any Person) Competitive Services to any Partnership Customer, in any state or territory of the United States (other than on behalf of a member of the Partnership Group) other than Competitive Services being provided by the Archrock Entities to such Partnership Customer at particular Sites (each, a “ Partnership Site ”) on the Effective Date (the “ Archrock Restricted Business ”).
(b)    Subject to Section 2.11 and except as permitted by Section 2.3, 2.7 or 2.8, each of the Partnership Entities shall be prohibited from providing (whether directly, including through the acquisition of equipment, or indirectly or through the acquisition of or investment in equity or debt securities in any Person) Competitive Services to any Archrock Customer, in any state or territory of the United States (other than on behalf of any Archrock Entity) other than Competitive Services being provided by the Partnership Entities to such Archrock Customer at particular Sites (each, an “ Archrock Site ”) on the Effective Date (the “ Partnership Restricted Business ”).
2.2      Overlapping Customers.
(a)    The Parties agree that in the event that, after the date of this Agreement, an Archrock Customer or a Partnership Customer requests Competitive Services involving the provision of additional Compression Equipment or additional contract compression services at a Partnership Site or an Archrock Site, whether in addition to or in replacement of Compression Equipment or contract compression services existing at such Site as of the Effective Date, (i) any member of the Partnership Group shall be entitled to provide such Competitive Services if such customer is a Partnership Customer and (ii) any Archrock Entity shall be entitled to provide such Competitive Services if such customer is an Archrock Customer.
(b)    Except as expressly provided by Section 2.1 or Section 2.2(a), the Parties agree that any offer by any of the Parties hereto to provide Competitive Services to (i) a Partnership Customer in any state or territory of the United States shall be made solely on behalf of the Partnership Entities and (b) an Archrock Customer in any state or territory of the United States shall be made solely on behalf of the Archrock Entities.
Permitted Exceptions
(a)      The Archrock Entities may engage in any Archrock Restricted Business to any Person with the prior written approval of the Conflicts Committee or in accordance with Section 2.7 or Section 2.8 .
(b)      The Archrock Entities may own securities of any class of any member of the Partnership Group.
(c)      The Partnership Entities may engage in any Partnership Restricted Business to any Person with the prior written approval of Archrock or in accordance with Section 2.8 .
(d)      The Archrock Entities may purchase and own in the aggregate not more than five percent of any class of securities of any entity engaged in any Archrock Restricted Business (but without otherwise participating in, managing or directing the activities of such entity).
(e)      The Partnership Entities may purchase and own in the aggregate not more than five percent of any class of securities of any entity engaged in any Partnership Restricted Business (but without otherwise participating, managing or directing the activities of such entity).
(f)      If a Partnership Customer (or that customer’s applicable business), on the one hand, and a Archrock Customer (or that customer’s applicable business), on the other hand, merge, consolidate, amalgamate or are otherwise combined, each of the Partnership Entities and the Archrock Entities may continue to provide Competitive Services to the applicable combined entity or business. Upon such an occurrence, Archrock and the Conflicts Committee shall negotiate in good faith, if and to the extent determined in the good faith of Archrock and the Conflicts Committee to be necessary, to implement procedures or such other arrangements to protect the value to each of the Partnership Entities, on the one hand, and the Archrock Entities, on the other hand, of their respective businesses of providing Competitive Services to each such customer or its applicable business, as applicable. Such procedures or arrangements may be based in part on consideration of whether the Archrock Entities or the Partnership Entities were providing more Competitive Services to the combined entity as of the date of announcement of the transaction.
(g)      The Archrock Entities may purchase and own (i) any class of securities in any entity engaged (in whole or in part) in any Archrock Restricted Business or (ii) any business or assets otherwise engaged or deployed in any Archrock Restricted Business; provided , (x) in the good faith judgment of the Board of Directors of Archrock, the aggregate value of the Archrock Restricted Business owned by such entity or otherwise to be acquired by the Archrock Entities shall be less than 50% of the aggregate value of the business and assets owned by such entity or otherwise to be acquired by the Archrock Entities and (y) the Partnership Group is offered the opportunity to acquire the Archrock Restricted Business owned by such entity or otherwise acquired by the Archrock Entities (in each case, the “ Acquired Archrock Restricted Business ”) in accordance with Section 2.4. During the pendency of the procedures described in Section 2.4, the Archrock Entities shall be entitled to own and operate the Acquired Archrock Restricted Business. In the event that the General Partner (with the approval of the Conflicts Committee) elects not to purchase such Acquired Archrock Restricted Business whether pursuant to Section 2.4(b)(i) or Section 2.4(b)(ii)(B)(2), the Archrock Entities shall be entitled to continue to own and operate the Acquired Archrock Restricted Business and the Competitive Services customers of the Acquired Archrock Restricted Business at the time of the consummation of such acquisition shall no longer be Partnership Customers for purposes of this Agreement, but rather shall be designated “Released Partnership Customers.” Without the prior written approval of the Conflicts Committee, subject to Section 2.11, the Archrock Entities shall be prohibited from providing (whether directly or through the acquisition of or investment in equity or debt securities of any Person) Competitive Services to a particular Released Partnership Customer at the particular Site at which the Partnership Group was providing Competitive Services to such Released Partnership Customer on the date of the acquisition by the Archrock Entities of the applicable Archrock Restricted Business pursuant to which such customer was designated a Released Partnership Customer.
(h)      The Partnership Entities may purchase and own (i) any class of securities in any entity engaged (in whole or in part) in any Partnership Restricted Business or (ii) any business or assets otherwise engaged or deployed in any Partnership Restricted Business; provided , (i) in the good faith judgment of the Conflicts Committee, the aggregate value of the Partnership Restricted Business owned by such entity or otherwise to be acquired by the Partnership Entities shall be less than 50% of the aggregate value of the business and assets owned by such entity or otherwise to be acquired by the Partnership Entities and (ii) Archrock is offered the opportunity to acquire the Partnership Restricted Business owned by such entity or otherwise acquired by the Partnership Entities (in each case, the “ Acquired Partnership Restricted Business ”) in accordance with Section 2.4. During the pendency of the procedures described in Section 2.4, the Partnership Entities shall be entitled to own and operate the Acquired Partnership Restricted Business. In the event that Archrock elects not to purchase such Acquired Partnership Restricted Businesses whether pursuant to Section 2.4(b)(i) or Section 2.4(b)(ii)(B)(2), the Partnership Entities shall be entitled to continue to own and operate the Acquired Partnership Restricted Business and the Competitive Services customers of the Acquired Partnership Restricted Business at the time of the consummation of such acquisition shall no longer be Archrock Customers for purposes of this Agreement, but rather shall be designated “Released Archrock Customers.” Without the prior written approval of Archrock, subject to Section 2.11, the members of the Partnership Group shall be prohibited from providing (whether directly or through the acquisition of or investment in equity or debt securities of any Person) Competitive Services to a particular Released Archrock Customer at the particular Site at which Archrock Entities were providing Competitive Services to such Released Archrock Customer on the date of the acquisition by the Partnership Group of the applicable Partnership Restricted Business pursuant to which such customer was designated a Released Archrock Customer.
2.3      Restricted Business Procedures.
(a)      Within 30 days following the consummation of the acquisition of an Acquired Archrock Restricted Business or an Acquired Partnership Restricted Business by an Archrock Entity or a Partnership Entity, as the case may be (in each such case such acquiring Person shall be referred to as an “ Acquiring Party ”), the Acquiring Party shall notify in writing (x) the Partnership, if the Acquiring Party is a Archrock Entity or (y) Archrock, if the Acquiring Party is a Partnership Entity, of such acquisition. The Person that is so notified shall be referred to herein as the “ Offeree .” Such notice shall include an offer (the “ Offer ”) by the Acquiring Party to sell the Acquired Archrock Restricted Business or the Acquired Partnership Restricted Business, as the case may be (the “ Offered Assets ”), to the Offeree, together with a proposed definitive agreement to effectuate the purchase and sale of the Offered Assets (the “ Purchase Agreement ”). The Offer shall set forth the Acquiring Party’s proposed terms relating to the sale of the Offered Assets to the Offeree, including the purchase price, any liabilities to be assumed by the Offeree as part of the Offer and the other terms of the Offer; provided , that the representations and warranties regarding the Offered Assets and the indemnification provision contained in the Purchase Agreement shall be substantially consistent with the terms contained in the definitive purchase agreement pursuant to which the Acquiring Party acquired the Offered Assets or the entity that owned the Offered Assets, subject to such adjustments that the Acquiring Party reasonably determines are necessary to reflect the differences in the transaction.
(b)      As soon as practicable after the Offer is made, the Acquiring Party will deliver to the Offeree all information prepared by or on behalf of or in the possession of such Acquiring Party relating to the Offered Assets and reasonably requested by the Offeree. As soon as practicable, but in any event, within 60 days after receipt of the notification called for in Section 2.4(a), the Offeree shall notify the Acquiring Party in writing that either:
(i)      the Offeree (with the concurrence of the Conflicts Committee if the Offeree is the Partnership) has elected not to purchase (or not to cause any of its Subsidiaries to purchase) any of such Offered Assets; or
(ii)      the Offeree (with the concurrence of the Conflicts Committee if the Offeree is the Partnership) has elected to purchase (or to cause any of its Subsidiaries to purchase) all of such Offered Assets; provided , that if the Offeree is the Partnership, and in the opinion of outside counsel to the Partnership Entities, less than 90% of the gross income from the operations of such Offered Assets consists of “qualifying income” under Section 7704 of the Code (such portion of such Offered Assets that does not so qualify being referred to herein as the “ Non-Qualifying Business ”), then the Partnership (with the concurrence of the Conflicts Committee) may condition its obligation to purchase the Non-Qualifying Business (but not the portion of the Offered Assets that do not constitute the Non-Qualifying Business (the “ Qualifying Business ”)) on the conversion of the agreements pursuant to which the Non-Qualifying Business provides Competitive Services to its customers to agreements substantively similar to the Form Compression Services Agreement from a federal income tax treatment perspective (from the Partnership’s perspective) and otherwise having substantially the same economic terms as the agreements being converted (the “ Conversion Condition ”); provided further , that in such event, each of the Archrock Entities and the Partnership Entities shall use commercially reasonable efforts to satisfy the Conversion Condition as soon as commercially practicable. If the Offeree elects to purchase the Offered Assets, the following procedures shall be followed:
A.      After the receipt of the Offer by the Offeree, the Acquiring Party and the Offeree shall negotiate in good faith the fair market value of the Offered Assets that are subject to the Offer (including the specific fair market value of any Offered Assets that constitute a Non-Qualifying Business) and the other terms of the Offer on which the Offered Assets will be sold to the Offeree. If the Acquiring Party and the Offeree agree (with the concurrence of the Conflicts Committee) on the fair market value of the Offered Assets that are subject to the Offer and the other terms of the Offer during the 30-day period (the “ Offer Period ”) after receipt by the Acquiring Party of the Offeree’s election to purchase (or to cause any Subsidiary of the Offeree to purchase) the Offered Assets, the Offeree shall purchase (or cause any of its Subsidiaries to purchase) and the Acquiring Party shall sell the Offered Assets on such terms as soon as commercially practicable after such agreement has been reached, which obligation may require such Parties to consummate the purchase and sale of the Qualifying Business prior to satisfaction of the Conversion Condition.
B.      If the Acquiring Party and the Offeree are unable to agree on the fair market value of the Offered Assets that are subject to the Offer or on any other terms of the Offer during the Offer Period, the Acquiring Party and the Offeree will engage an independent investment banking firm prior to the end of the Offer Period to determine the fair market value of the Offered Assets (including the specific fair market value of any Offered Assets that constitute a Non-Qualifying Business) and/or the other terms on which the Acquiring Party and the Offeree are unable to agree. In determining the fair market value and other terms on which the Offered Assets are to be sold, the investment banking firm will have access to the proposed sale and purchase values and terms for the Offer submitted by the Acquiring Party and the Offeree, respectively, and to all information prepared by or on behalf of the Acquiring Party relating to the Offered Assets and reasonably requested by the investment banking firm. In determining the terms on which the Offered Assets are to be sold (other than the fair market value of the Offered Assets), the investment banking firm shall give substantial weight to the terms contained in the definitive purchase agreement pursuant to which the Acquiring Party acquired the Offered Assets or the entity that owned the Offered Assets. Such investment banking firm will determine the fair market value of the Offered Assets and/or the other terms on which the Acquiring Party and the Offeree are unable to agree within 60 days of its engagement and furnish the Acquiring Party and the Offeree its determination. The fees and expenses of the investment banking firm will be divided equally between the Acquiring Party and the Offeree. Upon receipt of such determination, the Offeree will have the option, but not the obligation, to (with the concurrence of the Conflicts Committee if the Offeree is the Partnership):
1.      purchase the Offered Assets on such terms as determined above; or
2.      elect not to purchase such Offered Assets.
If the Offeree elects to so purchase the Offered Assets, the Offeree shall purchase (or cause any of its Subsidiaries to purchase) and the Acquiring Party shall sell the Offered Assets on such terms as soon as commercially practicable after such agreement has been reached, which obligation may require such Parties to consummate the purchase and sale of the Qualifying Business prior to satisfaction of the Conversion Condition.
2.4      Scope of the Prohibition . Except as provided in this Article II, each of the Parties shall be free to engage (whether directly or through the acquisition of or investment in equity or debt interests in any Person) in any business activity whatsoever, including those that may be in direct competition with any of the other Parties.
2.5      New Customers . The Parties agree that any offer by any of the Parties hereto to provide Competitive Services to New Customers in any state or territory of the United States shall be first made on behalf of the Partnership Entities and shall include an offer to provide such Competitive Services under an agreement substantially in the form of the Form Compression Services Agreement. If the New Customer is unwilling to enter into an agreement with a Partnership Entity that is substantively similar to the Form Compression Services Agreement from a federal income tax treatment perspective (from the Partnership’s perspective), an Archrock Entity may enter into an agreement to provide Competitive Services to such New Customer for its own account provided that any agreement between such Archrock Entity and such New Customer is not substantively similar to the Form Compression Services Agreement from a federal income tax treatment perspective (from the Partnership’s perspective). If a New Customer enters into an agreement with a member of the Partnership Group for Competitive Services, then such New Customer will then constitute a Partnership Customer for the purposes of this Agreement and if, in accordance with this Section 2.6, a New Customer enters into an agreement with an Archrock Entity for Competitive Services, then such New Customer will then constitute an Archrock Customer for the purposes of this Agreement.
2.6      Rental Arrangements . If, whether with respect to a Site, a region or otherwise, a Partnership Customer insists on entering a Rental Arrangement, an Archrock Entity may (with the Partnership’s consent) enter into such Rental Arrangement to provide Competitive Services to such Partnership Customer for its own account, but only respect to the said Site, region or otherwise. A Partnership Customer shall remain a Partnership Customer for the purposes of this Agreement even if it enters into a Rental Arrangement with an Archrock Entity for Competitive Services in accordance with this Section 2.7.
2.7      Lease Takeover Arrangements . If a Partnership Customer (or that customer’s applicable business) and an Archrock Customer (or that customer’s applicable business) enter into an arrangement whereby one assigns or otherwise disposes of certain mineral leasehold interests to the other or to a New Customer for whom Competitive Services are provided by a Partnership Entity or an Archrock Entity, respectively (a “Lease Takeover Arrangement ”), the Competitive Services shall continue to be provided by the Partnership Entity or Archrock Entity that had provided the Competitive Services to the assignor at the relevant Site(s). Notwithstanding the provision of Competitive Services by an Archrock Entity to a customer as a result of a Lease Takeover Arrangement, if the assignee would qualify as a new customer but for the Lease Takeover Arrangement, then that assignee shall be deemed a New Customer for purposes of Section 2.6 with respect to the first Competitive Services provided that are not a result of a Lease Takeover Arrangement.
2.8      Enforcement . Each Party agrees and acknowledges that the other Parties hereto do not have an adequate remedy at law for the breach by such Party of the covenants and agreements set forth in this Article II, and that any breach by such Party of the covenants and agreements set forth in this Article II would result in irreparable harm to the other Parties hereto. Each Party further agrees and acknowledges that the other Parties hereto may, in addition to the other remedies that may be available to the other Parties hereto, file a suit in equity to enjoin such Party from such breach, and consents to the issuance of injunctive relief under this Agreement.
2.9      Non-Compression Equipment at a Particular Site. Each Party agrees that if a member of the Partnership Group or an Archrock Entity owns and is operating Non-Compression Equipment at a particular site, that entity shall have the first right, but not the obligation, to expand the facility or capacity of such Non-Compression Equipment.
2.10      Termination . Unless this Agreement has otherwise terminated pursuant to Section 8.4, this Article II shall terminate on December 31, 2017. In addition, unless this Agreement has otherwise been terminated pursuant to Section 8.4 or this Article II has otherwise been terminated pursuant to the first sentence of this Section 2.11, Sections 2.1, 2.2, 2.3, 2.4 and 2.6 shall terminate upon a Change of Control of Archrock; provided , that in the event of such a termination, the Archrock Entities shall continue to be prohibited until December 31, 2017, without the prior written approval of the Conflicts Committee, from providing (whether directly, including through the acquisition of equipment, or indirectly through the acquisition of or investment in equity or debt securities of any Person) Competitive Services to a particular Partnership Customer at the particular Site at which the Partnership Group was providing Competitive Services to such Partnership Customer on the date of the Change of Control of Archrock.
ARTICLE III     
SERVICES
3.1      Provision, Allocation and Reimbursement for Services
(i)      The Archrock Entities shall, upon the reasonable request of the General Partner, provide the Partnership Group with all personnel and services reasonably necessary to run th e business of the Partnership Group, which services may include, without limitation, those services set forth on Schedule 3.1(a) (collectively, the Services ). For the avoidance of doubt, the Services shall not include the services described on Schedule 3.1(b) . These Services shall be substantially similar in nature to the services of such type previously provided by the Archrock Entities in connection with their management and operation of the Partnership Assets and any other assets of a similar nature directly or indirectly conveyed, contributed or otherwise transferred to the Partnership Group, in each case during the 12-month period prior to such transfer.
(j)      The Archrock Entities shall provide the Services to the Partnership Group in a manner that is in the good faith judgment of Archrock commercially reasonable; provided , that for so long as the Archrock Entities exercise at least the same degree of care, skill and prudence in providing the Services as customarily exercised by it for its own operation of the USCSB or the business relating to the Non-Compression Equipment, then Archrock will be deemed to have provided such Services in a commercially reasonable manner. EXCEPT AS SET FORTH IN THE PRECEDING SENTENCE, THE ARCHROCK ENTITIES MAKE NO (AND HEREBY DISCLAIM AND NEGATE ANY AND ALL) WARRANTIES OR REPRESENTATIONS WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES. IN NO EVENT SHALL ANY ARCHROCK ENTITY OR ANY OF THEIR AFFILIATES BE LIABLE TO ANY MEMBER OF THE PARTNERSHIP GROUP OR TO ANY OTHER PERSON FOR ANY EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR SPECIAL DAMAGES RESULTING FROM ANY ERROR IN THE PERFORMANCE OF THE SERVICES, REGARDLESS OF WHETHER THE PERSON PROVIDING SUCH SERVICES, ITS AFFILIATES, OR OTHERS MAY BE WHOLLY, CONCURRENTLY, PARTIALLY, OR SOLELY NEGLIGENT OR OTHERWISE AT FAULT.
(k)      Any Direct Equipment Costs and Expenses, any Direct Leased Compression Equipment Capitalizable Costs where a member of the Partnership Group is the Transferor pursuant to Section 4.2(b)(ii) and any Direct Leased Compression Equipment Expenses where a member of the Partnership Group is the Transferee pursuant to Section 4.2(b)(ii), in each case that are incurred by any Archrock Entity in connection with providing the Services, shall be allocated to the Partnership Group at the actual cost to the applicable Archrock Entity providing such Services.
(l)      The General Partner shall be entitled to allocate to the Partnership any costs and expenses (other than Direct Equipment Costs and Expenses) incurred by any Archrock Entity in connection with providing the Services on any reasonable basis determined by the General Partner. In the event that such Services are associated with Archrock’s operation of both (i) the business of the USCSB or the Archrock Entities’ business relating to the Non-Compression Equipment and (ii) the business of the Partnership Group, including, without limitation, general and administrative functions, such reasonable basis may include, at the election of the General Partner, allocating a portion of such costs and expenses incurred during a particular period to the Partnership on a pro rata basis based on the Partnership Group’s Percentage Interest.
(m)      The Partnership Group hereby agrees to reimburse the Archrock Entities for all costs and expenses allocated to the Partnership Group in accordance with the manners set forth in Sections 3.1(c) and (d).
ARTICLE IV     
COMPRESSION EQUIPMENT TRANSFERS
4.1      Transfer Mechanics
(c)      In the event that Archrock determines in good faith that there exists a need on the part of the Partnership Group to transfer Compression Equipment between the Archrock Entities, on the one hand, and the Partnership Group, on the other hand, such Compression Equipment shall be so transferred (or, to the extent provided in Section 4.2, leased), at the election of Archrock, from a member of the Archrock Entities to a member of the Partnership Group, or from a member of the Partnership Group to a member of the Archrock Entities, as the case may be, or exchanged in a like-kind exchange; provided , that all of the following conditions are satisfied with respect to such transfer, exchange or lease (each such transfer, exchange or lease for the purposes of this Article IV, unless set forth otherwise, a “ transfer ”) at the Effective Time (as defined below) of such transfer:
(i)      Except as provided in Section 4.2 in respect of Compression Equipment that is leased, such transfer will constitute a valid and absolute transfer (each such transfer, as the case may be, constituting a “true sale” for bankruptcy law purposes) of all right, title and interest of the Transferor in, to and under the transferred Compression Equipment, free and clear of any Liens except for any Liens created by the Transferee and any Permitted Liens;
(ii)      Such transfer will not conflict with any of the terms and provisions of, result in any breach of any of the terms and provisions of, or constitute (with or without notice or lapse of time or both) a default under, the organizational documents of the Transferor or the Transferee, or any material term of any indenture, agreement, mortgage, deed of trust, derivative instrument or other instrument to which the Transferor or Transferee or any of their respective subsidiaries is a party or by which either of them is bound, or result in the creation or imposition of any Lien upon any of their respective properties pursuant to the terms of any such indenture, agreement, mortgage, deed of trust, derivative instrument or other instrument, or violate any law or any order, rule, or regulation applicable to the Transferor or Transferee or any of their respective subsidiaries of any court or of any federal or state regulatory body, administrative agency, or other governmental authority having jurisdiction over either of them or any of their respective properties;
(iii)      Except as otherwise provided in this Article IV, such transfer will not cause any member of the Partnership Group to suffer a loss of revenue under any existing customer contract for Competitive Services or to incur any material liabilities not reimbursed by the Archrock Entities; and
(iv)      The Compression Equipment will be transferred under this Article IV in a condition appropriate for the Transferee’s anticipated commercial use;  provided , that such anticipated commercial use shall be consistent with such equipment’s historical use;  provided , further, that any repairs or modifications, or any costs associated therewith, required to make such Compression Equipment appropriate for the Transferee’s anticipated commercial use of such Compression Equipment shall be the obligation of the Transferor.  If there is no anticipated commercial use at the time of the transfer or the anticipated commercial use is inconsistent with the Compressor Equipment’s historical use, the Compression Equipment will be transferred under this Article IV in its then-current condition.
In connection with each proposed transfer, each of the Transferee and the Transferor will use their respective commercially reasonable efforts to cause the conditions set forth above to be satisfied as of the Effective Time (as defined below).
(d)      All transfers of Compression Equipment pursuant to this Section 4.1 shall be deemed to take place at 12:01 a.m. on the date of transfer (the “ Effective Time ”) and shall include all of the following assets, rights and properties of the Transferor with respect to such transferred Compression Equipment; provided , that with respect to transfers that are effected under a lease pursuant to Section 4.2, the following assets, rights and properties shall be so transferred to the extent provided for in, and not inconsistent with, the relevant lease agreement, and except as provided below:
(i)      All Transferor-owned appliances, parts, instruments, machinery, accessories and other equipment attached or installed thereto;
(ii)      The rights of the Transferor under all permits relating exclusively to such Compression Equipment, to the extent that such permits are transferable and the transfer of which is authorized or consented to by any third parties required to make such transfer effective as to third parties;
(iii)      Except in the case of a lease, all warranties and guarantees, if any, express or implied, existing for the benefit of the Transferor in connection with such Compression Equipment to the extent assignable;
(iv)      Except in the case of a lease, any fuels, lubricants and maintenance supplies exclusively related to such Compression Equipment; and
(v)      Except in the case of a lease, all vendor information, catalogs, technical information, specifications, designs, drawings and maintenance records related to such Compression Equipment and to which the Transferor has ready access without undue effort.
(e)      Except as provided in Section 4.2 in respect of Compression Equipment that is leased, on the date of any transfer of Compression Equipment, the Transferor shall deliver or cause to be delivered to the Transferee the following:
(i)      A general conveyance or bill of sale in the form of the Form Bill of Sale or the Form Like-Kind Exchange Bill of Sale transferring to Transferee, as of the Effective Time, good, marketable and indefeasible title to all of the tangible personal property contemplated by Section 4.2(b) and included in the transferred Compression Equipment, free and clear of any Liens, except for any Liens created by the Transferee and except for Permitted Liens;
(ii)      All appropriate documents for the assignment as of the Effective Time of the Transferor’s rights under the permits referred to in Section 4.1(b)(ii), together with all consents of third parties required to make such assignments effective as to such third parties; and
(iii)      Such other instruments of transfer and assignment in respect of the transferred Compression Equipment as the Transferee shall reasonably require and as shall be consistent with the terms and provisions of this Agreement.
4.2      Settlement; Appraised Value
(a)      Prior to the Effective Time of any transfer pursuant to Section 4.1, the Partnership Group and Archrock will determine the aggregate Appraised Value of the Compression Equipment to be so transferred.
(b)      In consideration for such transfer, the Transferee, at its discretion (subject to the provisos of Sections 4.2(b)(ii) and (iii) and subject to Sections 4.2(b) and (c)), shall take any one or more of the following actions prior to or contemporaneously with the Effective Time of such transfer:
(v)      Transfer Compression Equipment to the Transferor of equal or greater Appraised Value than the Appraised Value of the Compression Equipment to be transferred to the Transferee pursuant to Section 4.1 ( provided , that if such Compression Equipment is of greater Appraised Value than the Appraised Value of the Compression Equipment to be transferred to the Transferee pursuant to Section 4.1, such excess Appraised Value shall be deemed to be a transfer of Compression Equipment with a value equal to such excess Appraised Value and Transferor shall be required to take one or more of the actions contemplated by this Section 4.2(b) in consideration for such excess Appraised Value) in accordance with this Article IV;
(vi)      Execute and deliver a lease agreement substantially in the form of the Form Lease Agreement pursuant to which the Transferee agrees to lease from the Transferor the Compression Equipment to be transferred to the Transferee pursuant to Section 4.1, which lease agreement shall be counter-signed by the Transferor ( provided , however , that the ability of the Transferee to execute and deliver such a lease may be limited in the sole discretion of Archrock, to the extent that an Archrock Entity is the Transferor, or in the sole discretion of the Conflicts Committee, to the extent that a member of the Partnership Group is the Transferor) ; or
(vii)      Deliver to the Transferor cash (or an obligation to make payment in cash no later than 60 days following the end of the fiscal quarter in which the transfer is effected) in the amount of the aggregate Appraised Value of the Compression Equipment to be transferred to the Transferee pursuant to Section 4.1 ( provided , however , that the ability of the Transferee to make such a payment may be limited in the sole discretion of Archrock, to the extent that an Archrock Entity is the Transferor, or in the sole discretion of the Conflicts Committee, to the extent that a member of the Partnership Group is the Transferor).
(c)      In the event that the Transferee cannot through the use of its commercially reasonable efforts provide adequate consideration to the Transferor for Compression Equipment to be transferred in any of the manners set forth in Section 4.2(b), then no such transfer pursuant to the terms of this Article IV shall occur.
(d)      Notwithstanding Section 4.2(b), if the Transferor is a member of the Partnership Group, the Transferee shall not be entitled to take the actions contemplated by Section 4.2(b)(ii) if such action would cause the Partnership to be treated as an association taxable as a corporation or otherwise to be taxed as an entity for federal income tax purposes. In such event, if compliance by Archrock with Sections 4.2(i) or (iii) is not commercially practicable, the Partnership and Archrock shall negotiate in good faith to reach agreement on another manner in which to reimburse the Partnership for such Compression Equipment; provided , that the final terms of such reimbursement shall be approved by the Conflicts Committee.
4.3      Like-Kind Exchange Treatment . Each Party agrees to cooperate to the extent reasonably necessary to allow the other, if the other so desires, to treat the transactions contemplated by Section 4.1(b) as a like-kind exchange under Section 1031 of the Code, and relevant Treasury regulations and/or under relevant state law provisions, if any. Any Party seeking such treatment acknowledges that it has consulted or will consult with independent tax counsel regarding the applicability and benefits/detriments of such treatment and in no way has relied upon any representations of the other Party regarding the same.
4.4      Other Sales Permitted . Nothing otherwise set forth in this Article IV shall be deemed to preclude any of the Archrock Entities and any member of the Partnership Group from negotiating or consummating at any time the purchase and sale of newly fabricated Compression Equipment, existing Compression Equipment or all or any part of the USCSB; provided , however , that such negotiations or purchase and sale shall be conducted pursuant to the terms and procedures then mutually agreed upon by Archrock and the General Partner or the Conflicts Committee, as applicable.
4.5      Termination . Unless this Agreement has otherwise terminated pursuant to Section 8.4, this Article IV shall terminate on December 31, 2017.
4.6      Proration of Ad Valorem Taxes . Ad valorem taxes relating to the ownership of Compression Equipment transferred pursuant to Section 4.1 shall be prorated on a daily basis between the Archrock Entities and the Partnership Group with the Archrock Entities and the Partnership Group responsible for the prorated portion of such taxes for the period (for purposes of this Section 4.6, “period” means the period beginning on the assessment date for ad valorem taxes through the day before the next assessment date for such taxes) of their respective ownership of such transferred Compression Equipment. As between the Archrock Entities and the Partnership Group, the Party that receives the ad valorem tax billing (the “ Billed Party ”) shall provide a copy of such billing to the other Party together with a calculation of the prorated ad valorem taxes owed by each party. The Party that did not receive the ad valorem tax billing shall pay its prorated portion of the ad valorem taxes to the Billed Party prior to the due date of such taxes and the Billed Party shall be responsible for the timely payment of the ad valorem taxes to the taxing authorities.
ARTICLE V     
[RESERVED]
ARTICLE VI     
LICENSE
6.1      Grant of License . Subject to the terms and conditions herein, Licensor hereby grants to Licensees the right and license to use the Marks solely in connection with the Licensees’ businesses and the services performed therewith within the United States during the term of this Agreement.
6.2      Restrictions on Marks . In order to ensure the quality of uses under the Marks, and to protect the goodwill of the Marks, Licensees agree as follows:
(a)      Licensees will use the Marks only in accordance with such quality standards and specifications as may be established by Licensor and communicated to Licensees from time to time, it being understood that Licensor has evaluated Licensees’ businesses and services and determined that they are of a quality that justifies this grant of a license. Licensees recognize the substantial goodwill associated with the Marks and will not permit the quality of the businesses or services with which Licensees use the Marks to deteriorate so as to affect adversely the goodwill associated with the Marks. Licensees will not cause any action, or permit or fail to prevent any action by Licensees’ affiliates or any other Party under Licensees’ control, that is deemed to injure, harm or dilute the distinctiveness or goodwill of the Marks.
(b)      Licensees will only use the Marks in formats approved by Licensor and only in strict association with Licensees’ businesses and the services performed therewith;
(c)      Prior to publishing any new format or appearance of the Marks or any new advertising or promotional materials that incorporate the Marks, Licensees shall first provide such format, appearance or materials to Licensor for its approval. If Licensor does not inform Licensees in writing within fourteen (14) days from the date of the receipt of such new format, appearance, or materials that such new format, appearance, or materials is unacceptable, then such new format, appearance or materials shall be deemed to be acceptable and approved by Licensor. Licensor may withhold approval of any proposed changes to the format, appearance or materials which Licensees propose to use in Licensor’s sole discretion; and
(d)      Licensees shall not use any other trademarks, service marks, trade names or logos in connection with the Marks.
6.3      Ownership. Licensor shall own all right, title and interest, including all goodwill relating thereto, in and to the Marks, and all trademark rights embodied therein shall at all times be solely vested in Licensor. Licensees have no right, title, interest or claim of ownership in the Marks, except for the licenses granted in this Agreement. All use of the Marks shall inure to the benefit of Licensor. Licensees agree that they will not attack the title of Licensor in and to the Marks.
6.4      Confidentiality . The Licensees shall maintain in strictest confidence all confidential or nonpublic information or material disclosed by Licensor and in the materials supplied hereunder in connection with the license of the Marks, whether in writing or orally and whether or not marked as confidential. Such confidential information includes, but is not limited to, algorithms, inventions, ideas, processes, computer system architecture and design, operator interfaces, operational systems, technical information, technical specifications, training and instruction manuals, and the like. In furtherance of the foregoing confidentiality obligation, Licensees shall limit disclosure of such confidential information to those of their employees, contractors or agents having a need to access the confidential information for the purpose of exercising rights granted hereunder.
6.5      Estoppel . Nothing in this Agreement shall be construed as conferring by implication, estoppel, or otherwise upon Licensees (a) any license or other right under the intellectual property rights of Licensor other than the license granted herein to the Marks as set forth expressly herein or (b) any license rights other than those expressly granted herein.
6.6      Warranties; Disclaimers.
(a)      The Licensor represents and warrants that (i) it owns and has the right to license the Marks licensed under this Agreement and (ii) the Marks do not infringe upon the rights of any third parties.
(b)      EXCEPT FOR THE WARRANTIES AND REPRESENTATIONS DESCRIBED IN SECTION 6.6(a), LICENSOR DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS OR REPRESENTATIONS (EXPRESS OR IMPLIED, ORAL OR WRITTEN) WITH RESPECT TO THE SUBJECT MATTER HEREOF, OR ANY PART THEREOF, INCLUDING ANY AND ALL IMPLIED OR EXPRESS WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE OR CONFORMITY TO MODELS OR SAMPLES OF MATERIALS (WHETHER ANY LICENSEE KNOWS, HAS REASON TO KNOW, HAS BEEN ADVISED, OR IS OTHERWISE IN FACT AWARE OF ANY SUCH PURPOSE) WHETHER ALLEGED TO ARISE BY LAW, BY REASON OF CUSTOM OR USAGE IN THE TRADE OR BY COURSE OF DEALING.
6.7      In the Event of Termination . In the event of termination of this Agreement pursuant to Section 8.4 or otherwise, the Licensees’ right to utilize or possess the Marks licensed under this Agreement shall automatically cease, and concurrently with such termination of this Agreement, the Licensees shall (i) cease all use of the Marks and shall adopt new trademarks, service marks, and trade names that are not confusingly similar to the Marks and (ii) no later than ninety (90) days following the termination of this Agreement, the General Partner shall have caused each of the Partnership Entities to change its legal name so that there is no longer any reference therein to the name “Universal Compression,” “Archrock,” “Hanover,” any name or d/b/a then used by any Archrock Entity or any variation, derivation or abbreviation thereof, and in connection therewith, the General Partner shall cause each such Partnership Entity to make all necessary filings of certificates with the Secretary of State of the State of Delaware and to otherwise amend its Organizational Documents by such date.
ARTICLE VII     
INDEMNIFICATION
7.1      Environmental Indemnification.
(e)      Subject to Section 7.3, Archrock shall indemnify, defend and hold harmless the Partnership Group from and against any environmental claims, losses and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Group by reason of or arising out of:
(i)      any violation of Environmental Laws associated with the ownership or operation of the Partnership Assets; or
(ii)      any event or condition associated with ownership or operation of the Partnership Assets (including, without limitation, the presence of Hazardous Substances on, under, about or migrating to or from the Partnership Assets or the disposal or release of Hazardous Substances generated by operation of the Partnership Assets) including, without limitation, (A) the cost and expense of any investigation, assessment, evaluation, monitoring, containment, cleanup, repair, restoration, remediation, or other corrective action required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program, (B) the cost or expense of the preparation and implementation of any closure, remedial, corrective action or other plans required or necessary under Environmental Laws or to satisfy any applicable Voluntary Cleanup Program and (C) the cost and expense for any environmental pre‑trial, trial, or appellate legal or litigation support work; provided , in the case of clauses (A) and (B) such cost and expense shall not include the costs of and associated with project management and soil and ground water monitoring;
but only to the extent that such violation complained of under Section 7.1(a)(i) or such events or conditions included under Section 7.1(a)(ii) occurred before the applicable Closing Date with respect to such Partnership Assets (collectively, “ Covered Environmental Losses ”).
(f)      The Partnership Group shall indemnify, defend and hold harmless Archrock and its Affiliates from and against any Covered Environmental Losses suffered or incurred by Archrock and its Affiliates relating to the Partnership Assets occurring on or after the applicable Closing Date, except to the extent that the Partnership Group is indemnified with respect to any of such Covered Environmental Losses under Section 7.1(a), and unless such indemnification would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Agreement.
(g)      Except for claims for Covered Environmental Losses made before the third anniversary of the applicable Closing Date, which shall not terminate, all indemnification obligations in this Section 7.1 shall terminate on the third anniversary of the applicable Closing Date.
7.2      Additional Indemnification.
(a)      In addition to and not in limitation of the indemnification provided under Section 7.1(a) and/or any contribution agreement relating to any transaction involving the purchase or contribution of Partnership Assets, subject to Section 7.3 and except as otherwise set forth in any Exhibit hereto, Archrock shall indemnify, defend and hold harmless the Partnership Group from and against any claims, losses and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by the Partnership Group (“ Other Losses ”) by reason of or arising out of:
(iv)      failure to convey good and defensible title to the Partnership Assets to one or more members of the Partnership Group, and such failure render the Partnership Group unable to use or operate the Partnership Assets in substantially the same manner as they were operated by the Archrock Entities immediately prior to the applicable Closing Date with respect to such Partnership Assets;
(v)      events and conditions associated with the Retained Assets whether occurring before or after the applicable Closing Date; and
(vi)      all federal, state and local income tax liabilities attributable to the operation of the Partnership Assets prior to the applicable Closing Date, including any such income tax liabilities of Archrock that may result from the consummation of the formation transactions for the Partnership Entities;
provided , however , that in the case of clauses (i) and (ii) above, such indemnification obligations shall terminate on the third anniversary of the applicable Closing Date; and that in the case of clause (iii) above, such indemnification obligations shall survive until sixty (60) days after the termination of any applicable statute of limitations.
(b)      In addition to and not in limitation of the indemnification provided under Section 7.1(b), the Partnership Agreement and/or any contribution agreement relating to any transaction involving the purchase or contribution of Partnership Assets, and except as otherwise set forth in any Exhibit hereto, the Partnership Group shall indemnify, defend and hold harmless Archrock and its Affiliates from and against any claims, losses and expenses (including, without limitation, court costs and reasonable attorney’s and expert’s fees) of any and every kind or character, known or unknown, fixed or contingent, suffered or incurred by Archrock and its Affiliates by reason of or arising out of events and conditions associated with the operation of the Partnership Assets and occurring on or after the applicable Closing Date unless such indemnification would not be permitted under the Partnership Agreement by reason of one of the provisos contained in Section 7.7(a) of the Partnership Agreement. Notwithstanding the foregoing, in the event this Section 7.2(b) conflicts with the terms and conditions of any instrument or agreement relating to the transfer of a particular Partnership Asset, the terms of that other instrument or agreement shall control.
7.3      Limitations Regarding Indemnification.
(a)      The aggregate liability of Archrock under Section 7.1(a) shall not exceed $5.0 million.
(b)      No claims may be made against Archrock for indemnification pursuant to Sections 7.1(a) or 7.2(a) unless the aggregate dollar amount of the Losses suffered or incurred by the Partnership Group or the Partnership Indemnitees exceed $250,000, after such time Archrock shall be liable for the full amount of such claims, subject to the limitations of Section 7.3(a).
(c)      Notwithstanding anything herein to the contrary, in no event shall Archrock have any indemnification obligations under Section 7.1(a) for claims made as a result of additions to or modifications of Environmental Laws promulgated after the applicable Closing Date with respect to a particular Partnership Asset.
7.4      Indemnification Procedures
(a)      The Indemnified Party agrees that promptly after it becomes aware of facts giving rise to a claim for indemnification under this Article VII, it will provide notice thereof in writing to the Indemnifying Party, specifying the nature of and specific basis for such claim; provided , however , that the Indemnified Party shall not submit claims more frequently than once a calendar quarter (or twice in the case of the last calendar quarter prior to the expiration of the applicable indemnity coverage under this Agreement).
(b)      The Indemnifying Party shall have the right to control all aspects of the defense of (and any counterclaims with respect to) any claims brought against the Indemnified Party that are covered by the indemnification under this Article VII, including, without limitation, the selection of counsel, determination of whether to appeal any decision of any court and the settling of any such matter or any issues relating thereto; provided, however, that no such settlement shall be entered into without the consent of the Indemnified Party (with the concurrence of the Conflicts Committee in the case of the Partnership Group) unless it includes a full release of the Indemnified Party from such matter or issues, as the case may be, and does not include the admission of fault, culpability or a failure to act, by or on behalf of such Indemnified Party.
(c)      The Indemnified Party agrees to cooperate fully with the Indemnifying Party, with respect to all aspects of the defense of any claims covered by the indemnification under this Article VII, including, without limitation, the prompt furnishing to the Indemnifying Party of any correspondence or other notice relating thereto that the Indemnified Party may receive, permitting the name of the Indemnified Party to be utilized in connection with such defense, the making available to the Indemnifying Party of any files, records or other information of the Indemnified Party that the Indemnifying Party considers relevant to such defense and the making available to the Indemnifying Party, at no cost to the Indemnifying Party, of any employees of the Indemnified Party; provided, however, that in connection therewith the Indemnifying Party agrees to use reasonable efforts to minimize the impact thereof on the operations of the Indemnified Party and further agrees to endeavor to maintain the confidentiality of all files, records and other information furnished by the Indemnified Party pursuant to this Section 7.4. In no event shall the obligation of the Indemnified Party to cooperate with the Indemnifying Party as set forth in the immediately preceding sentence be construed as imposing upon the Indemnified Party an obligation to hire and pay for counsel in connection with the defense of any claims covered by the indemnification set forth in this Article VII; provided, however , that the Indemnified Party may, at its own option, cost and expense, hire and pay for counsel in connection with any such defense. The Indemnifying Party agrees to keep any such counsel hired by the Indemnified Party informed as to the status of any such defense, but the Indemnifying Party shall have the right to retain sole control over such defense.
(d)      In determining the amount of any loss, cost, damage or expense for which the Indemnified Party is entitled to indemnification under this Agreement, the gross amount of the indemnification will be reduced by (i) any insurance proceeds realized by the Indemnified Party and (ii) all amounts recovered by the Indemnified Party under contractual indemnities from third Persons. The Partnership hereby agrees to use commercially reasonable efforts to realize any applicable insurance proceeds or amounts recoverable under such contractual indemnities.
(e)      The date on which the Indemnifying Party receives notification of a claim for indemnification shall determine whether such claim is timely made.
ARTICLE VIII     
MISCELLANEOUS
8.1      Governing Law; Submission to Jurisdiction . This Agreement (and any claims or disputes arising out of or related hereto or to the transactions contemplated hereby and thereby or to the inducement of any Party to enter herein and therein, whether for breach of contract, tortious conduct or otherwise and whether predicated on common law, statute or otherwise) shall be governed and construed and interpreted in accordance with the laws of the State of Texas, irrespective of the choice of laws principles of the State of Texas, including all matters of validity, construction, effect, enforceability, performance and remedies. Each Party hereby submits to the jurisdiction of the state and federal courts in the State of Texas and to venue in Texas.
8.2      Notices . All notices, requests, claims, demands or other communications under this Agreement shall be in writing and shall be given or made (and shall be deemed to have been duly given or made upon receipt) by delivery in person, by overnight courier service, by facsimile or electronic transmission with receipt confirmed (followed by delivery of an original via overnight courier service), or by registered or certified mail (postage prepaid, return receipt requested) to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 8.2):
If to any of the Archrock Entities, to:

16666 Northchase Drive
Houston, Texas 77060
Attention: General Counsel
Fax:    (281) 836-8060

If to any of the Partnership Entities, to:

16666 Northchase Drive
Houston, Texas 77060
Attention: General Counsel
Fax:    (281) 836-8060

Any Party may, by notice to the other Party, change the address and contact person to which any such notices are to be given.

8.3      Entire Agreement . This Agreement supersedes and replaces in its entirety the Prior Omnibus Agreement. This Agreement and the exhibits, annexes and schedules hereto, contain the entire agreement between the Parties with respect to the subject matter hereof, supersede all previous agreements, negotiations, discussions, writings, understandings, commitments and conversations with respect to such subject matter and there are no agreements or understandings between the Parties with respect to such subject matter other than those set forth or referred to herein.
8.4      Termination . This Agreement, other than the provisions set forth in Articles VII and VIII hereof, shall terminate upon a Change of Control of GP LLC, the General Partner or the Partnership, other than any Change of Control of GP LLC, the General Partner or the Partnership deemed to have occurred pursuant to clause (iv) of the definition of Change of Control solely as a result of a Change of Control of Archrock.
8.5      Waivers of Default. Waiver by any Party of any default by another Party of any provision of this Agreement shall not be deemed a waiver by the waiving Party of any subsequent or other default, nor shall it prejudice the rights of such Party. No failure or delay by any Party in exercising any right, power or privilege under this Agreement shall operate as a waiver thereof, nor shall a single or partial exercise thereof prejudice any other or further exercise thereof or the exercise of any other right, power or privilege.
8.6      Amendments . No provisions of this Agreement shall be deemed waived, amended, supplemented or modified by any Party, unless such waiver, amendment, supplement or modification is in writing and signed by the authorized representative of the Party against whom such waiver, amendment, supplement or modification is sought to be enforced; provided , however , that the Partnership and the Operating Company may not, without the prior approval of the Conflicts Committee, agree to any amendment or modification of this Agreement that the General Partner determines will adversely affect the holders of Common Units.
8.7      Assignability; Third Party Beneficiaries . This agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns; provided, however, that no Party hereto may assign its respective rights or delegate its respective obligations under this Agreement without the express prior written consent of the other Parties hereto. Subject to the limitations set forth in Section 8.14, each of the Parties hereto specifically intends that each entity comprising the Archrock Entities and each entity comprising the Partnership Entities, as applicable, whether or not a Party to this Agreement, shall be entitled to assert rights and remedies hereunder as third-party beneficiaries hereto with respect to those provisions of this Agreement affording a right, benefit or privilege to any such entity.
8.8      Counterparts . This Agreement may be executed in one or more counterparts all of which shall be considered one and the same agreement, and shall become effective when one or more counterparts have been signed by each Party and delivered to each other Party. Each Party hereto acknowledges that it and each other Party hereto may execute this Agreement by facsimile, stamp or mechanical signature. Each Party hereto expressly adopts and confirms each such facsimile, stamp or mechanical signature made in its respective name as if it were a manual signature, agrees that it shall not assert that any such signature is not adequate to bind such Party to the same extent as if it were signed manually and agrees that at the reasonable request of any other Party hereto at any time it shall as promptly as reasonably practicable cause this Agreement to be manually executed (any such execution to be as of the date of the initial date thereof).
8.9      Severability . If any provision of this Agreement or the application thereof to any Person or circumstance is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions hereof, or the application of such provision to Persons or circumstances or in jurisdictions other than those as to which it has been held invalid and unenforceable, shall remain in full force and effect and shall in no way be affected, impaired or invalidated thereby. Upon such determination, the Parties shall negotiate in good faith in an effort to agree upon such a suitable and equitable provision to effect the original intent of the Parties.
8.10      Interpretation . In this Agreement, words in the singular shall be held to include the plural, and vice versa and words of one gender shall be held to include the other genders as the context requires. Article, Section and Exhibit references are to the Articles, Sections and Exhibits to this Agreement unless otherwise specified.
8.11      Further Assurances . In addition to the actions specifically provided for elsewhere in this Agreement, each of the Parties hereto shall use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, all things reasonably necessary, proper or advisable on its part under applicable laws, regulations and agreements, to consummate and make effective the transactions contemplated by this Agreement.
8.12      Withholding or Granting of Consent . Except as otherwise expressly provided in this Agreement, each Party may, with respect to any consent or approval that it is entitled to grant pursuant to this Agreement, grant or withhold such consent or approval in its sole and uncontrolled discretion, with or without cause, and subject to such conditions as it shall deem appropriate.
8.13      Laws and Regulations . Notwithstanding any provision of this Agreement to the contrary, no Party shall be required to take any act, or fail to take any act, under this Agreement if the effect thereof would be to cause such Party to be in violation of any applicable law, statute, rule or regulation.
8.14      Negation of Rights of Limited Partners, Assignees and Third Parties . The provisions of this Agreement are enforceable solely by the Parties, and no shareholder, limited partner, member, or assignee of Archrock, OPCO, GP LLC, the General Partner, the Partnership or the Operating Company or other Person shall have the right, separate and apart from Archrock, OPCO, GP LLC, the General Partner, the Partnership or the Operating Company, to enforce any provision of this Agreement or to compel any Party to comply with the terms of this Agreement.
8.15      No Recourse Against Officers or Directors . For the avoidance of doubt, the provisions of this Agreement shall not give rise to any right of recourse against any officer or director of any Archrock Entity or any Partnership Entity.
8.16      Right of Offset . Each Party agrees that, in addition to, and without limitation of, any right of set-off, lien or counterclaim a Party may otherwise have, each Party shall have the right and be entitled, at its option, to offset (a) balances held by it or by any of its Affiliates for account of any other Party at any of its offices and (b) other obligations at any time owing by such Party in connection with any obligations to or for the credit or account of the other Party, against any principal of or interest on any of such other Party’s indebtedness or any other amount due and payable to such other Party hereunder that is not paid when due.

[ Signature pages follow. ]
IN WITNESS WHEREOF, the Parties have executed this Agreement on, and effective as of, the Effective Date.
ARCHROCK, INC.
By:     /s/ D. Bradley Childers            
Name:    D. Bradley Childers
Title:
President
ARCHROCK SERVICES, L.P.
By:    AROC Services GP LLC,
its general partner

By:     /s/ D. Bradley Childers            
Name:    D. Bradley Childers
Title:
President
ARCHROCK GP LLC
By:     /s/ D. Bradley Childers            
Name:    D. Bradley Childers
Title:    President
ARCHROCK GENERAL PARTNER, L.P.
By:    Archrock GP LLC,
its general partner

By:     /s/ D. Bradley Childers            
Name: D. Bradley Childers
Title:     President

ARCHROCK PARTNERS, L.P.
By:    Archrock General Partner, L.P.,
its general partner

By:
Archrock GP LLC,
its general partner

By:     /s/ D. Bradley Childers            
Name:    D. Bradley Childers
Title:     President
ARCHROCK PARTNERS OPERATING LLC

By:     /s/ D. Bradley Childers            
Name:    D. Bradley Childers
Title:    President



Services
1) operations,
2) marketing,
3) maintenance and repair of Compression Equipment,
4) periodic overhauls of Compression Equipment,
5) inventory management,
6) legal,
7) accounting,
8) treasury,
9) insurance administration and claims processing,
10) risk management,
11) health, safety and environmental,
12) information technology,
13) human resources,
14) credit,
15) collections,
16) payroll,
17) internal audit,
18) taxes,
19) engineering,
20) facilities management,
21) investor relations,
22) ERP,
23) training,
24) executive,
25) sales, and
26) business development.

Excluded Services

1.    Fabrication and sale of new Compression Equipment.
 
 
 
 

Marks

FORM BILL OF SALE

EQUIPMENT TRANSFER CERTIFICATE
AND BILL OF SALE
[ Effective Date ]

___________ (“ Transferor ”) and ______________ (“ Transferee ”) (collectively, the “ Parties ”) hereby confirm their understandings with respect to the transfer effective as of ________________ ___, ____ by Transferor to Transferee of the equipment listed on Schedule 1 attached hereto and made part hereof together with all assets, rights and properties related to such Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (“ Equipment ”).
For good and valuable consideration of [US]$________, Transferor hereby distributes, grants, bargains, sells, transfers, conveys, assigns and sets over unto Transferee all of Transferor’s right, title and interest in, to, and under the Equipment. Such transfer and conveyance is made without recourse to Transferor.
Transferor hereby warrants and represents to Transferee and its successors and assigns that (a) Transferor has good and marketable legal and indefeasible title to , and good and lawful right to sell, the Equipment; (b) the Equipment is free and clear of any and all Liens except for Liens created by the Transferee and any Permitted Liens; and (c) Transferor has the power and authority to sell or otherwise transfer the Equipment in the manner provided in this Equipment Transfer Certificate and Bill of Sale (“ Certificate ”). Transferor covenants that it will defend title in and to the Equipment against any and all Liens, other than Permitted Liens . EXCEPT AS SET FORTH HEREIN AND IN THE OMNIBUS AGREEMENT, THE EQUIPMENT IS BEING SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTABILITY.
This Certificate is made and given in good faith and not for the purpose of defrauding creditors or purchasers. The transfer evidenced by this Certificate is intended to be an absolute assignment and conveyance and a true sale, as contemplated in Section 9-109(e) of the Uniform Commercial Code, as adopted by the State of Texas.
THIS CERTIFICATE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. The Parties agree to submit to the jurisdiction of the courts of the State of Texas, the United States of America.
The language governing this Certificate shall be English, and any translation of this Certificate into any other language shall not have legal effect.
This Certificate may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Certificate by facsimile transmission or electronic mail (in .pdf form) shall be effective as delivery of a manually executed counterpart of this Certificate.
Transferor covenants and agrees to execute and deliver to Transferee all such other additional instruments and other documents and will do all such other acts and things as may be necessary to fully assign to Transferee, or its successors and assigns, all of the Equipment.
All of the provisions hereof shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of Transferor and Transferee.
Terms used herein but not defined herein shall have the meanings assigned to such terms in the Fourth Amended And Restated Omnibus Agreement entered into on, and effective as of November 3, 2015, by and among Archrock, Inc., Archrock Services, L.P., Archrock GP LLC, Archrock General Partner, L.P., Archrock Partners, L.P., and Archrock Field Services LLC (as amended, modified, supplemented or restated from time to time, the “ Omnibus Agreement ”).

IN WITNESS WHEREOF, Transferee and Transferor have caused this Certificate to be duly executed by its authorized representative.

TRANSFEROR:
________________________
By:    
Name:
Title:
 
 
 


TRANSFEREE:
__________________
By:    
Name:
Title:
 
 
 

FORM LEASE AGREEMENT

EQUIPMENT MASTER RENTAL AGREEMENT

This Equipment Master Rental Agreement including all Schedule(s), which are hereby incorporated by reference (collectively, this “Agreement”), is made between _________________ (“Lessor”) and _________________ , (“Lessee”).

Lessor and Lessee agree as follows:

1.     Lease. Subject to and on the terms and conditions set forth in Article IV of the Fourth Amended and Restated Omnibus Agreement among Archrock, Inc., Archrock Services, L.P., Archrock GP LLC, Archrock General Partner, L.P., Archrock Partners, L.P., and Archrock Field Services LLC, as such agreement may be amended, restated, modified, supplemented or replaced (the “Omnibus Agreement”) and herein, Lessee and Lessor may from time to time execute Schedule(s) to this Agreement (each a “Schedule”) and Lessor hereby agrees to lease to Lessee, and Lessee hereby agrees to lease from Lessor, the personal property described and detailed as the “Equipment” on the applicable Schedule. Each Schedule in conjunction with this Agreement shall be deemed to be a separately enforceable lease between Lessee and Lessor with respect to the Equipment specified in such Schedule. Lessee and Lessor each represent and warrant for itself that with respect to this Agreement and each applicable Schedule:
a. the execution, delivery and performance by each party have been duly authorized by all necessary corporate action;
b. the individual executing the same was duly authorized to do so; and
c. each constitutes legal, valid and binding agreements, enforceable in accordance with their terms.

2.     Term; Rent; and Equipment Type.
a. Each applicable Schedule shall set forth the term of the lease and amount of rental payments for the Equipment listed thereon, which Lessee shall pay as set forth on the applicable Schedule. If Lessee fails to pay any rental or other sum when due, then, if Lessee has received written notice from Lessor, Lessee also shall pay to Lessor interest thereon from the due date thereof to the date of payment at a rate equal to the lesser of 18% per annum or the maximum rate permitted by applicable law (“Applicable Rate”). All payments by Lessee hereunder shall be payable at the office of Lessor, or at such other place as Lessor may from time to time may designate in writing. It is the intent of the parties that the applicable Schedule shall have a term that is no greater than a whole or fractional month less than 75% of the remaining useful life of the Equipment subject to such Schedule. Notwithstanding the foregoing, Lessor and Lessee may offset any amounts due and owing from the other against any amounts due and owing to the other.
b. Each applicable Schedule shall set forth the specific Equipment type.

3.     Taxes.
a. Lessee shall be liable for any and all license fees and assessments and all consumption, sales, use, property, excise and other taxes or charges (including any interest and penalties), now or hereafter imposed by any governmental body or agency upon the Equipment or the purchase, ownership, possession, leasing, operation, use, or disposition thereof hereunder, or the rentals or other payments hereunder (excluding taxes on or measured by the net income of Lessor) (“Taxes”). In this regard, Lessee shall prepare and file promptly with the appropriate offices any and all Tax and other similar returns required to be filed with respect thereto (sending copies thereof to Lessor) or, if requested by Lessor, notify Lessor of such requirement and furnish Lessor with all information required by Lessor so that it may effect such filing. If such filings shall be made by Lessor, Lessee shall reimburse Lessor for any such Taxes promptly when due.

4.     Inspection and Acceptance upon Delivery of Equipment to Lessee and Return of Equipment to Lessor. Upon delivery, Lessee assumes the care, custody, supervision and control of the Equipment and of any and all persons or property in the vicinity of the Equipment during the time of delivery, operation and return. Lessee acknowledges that all Equipment rented hereunder and specified in the Schedule(s) is being delivered in its then-current condition. Lessee acknowledges that Lessor may not be the manufacturer or supplier of the Equipment and any quotations or recommendations made by Lessor are based on information supplied by Lessee and the manufacturer or supplier of the Equipment. Within five (5) business days after return of Equipment by Lessee to Lessor at its designated yard, Lessor shall inspect such Equipment and notify Lessee of any damage of the Equipment in addition to damage previously reported to Lessee pursuant to Section 7(e) and invoice Lessor for any such damage.

5.     Freight. Lessee agrees to bear all of the cost of connecting the Equipment and of disconnecting the Equipment prior to returning the Equipment to Lessor. Except as otherwise provided in the applicable Schedule, all costs of transporting the Equipment from Lessor’s yard to Lessee’s Site described on the applicable Schedule and of transporting the Equipment from such Site back to Lessor’s designated yard will be at Lessee’s sole cost and expense.

6.     Insurance. Lessee shall, at Lessee’s sole cost and expense, maintain insurance or Lessor-approved self-insurance in such amounts, against such risks (including, but not limited to, all risk and public liability and property insurance with respect to the Equipment (including, but not limited to, windstorm, flood and earthquake)) from the time of Lessee’s acceptance of the Equipment in accordance with Section 4 until it is returned to the Lessor’s designated yard, with such carriers and in such form as shall be satisfactory to Lessor.

7.     Use / Lessee’s Responsibilities. Lessee agrees to use the Equipment in a careful and prudent manner with competent agents, employees or subcontractors in accordance with the specifications, if any, of the manufacturer of the Equipment. If the Equipment is compression equipment, Lessee agrees to pay for damages to the Equipment resulting from free water, excessive condensate or foreign solids, or impurities contained in the gas stream. Lessee further agrees to pay for all damages to the Equipment resulting from abusive use, failure to maintain the Equipment in accordance with this Agreement or from any negligence on the part of Lessee, its agents, employees or subcontractors; provided, however, Lessee shall not be liable for such damages to the extent such damages are caused by the acts or omissions of Lessor or its parent company, including where services are provided by the Archrock Entities (as defined in the Omnibus Agreement) under the Omnibus Agreement or other similar arrangement.
In addition to any Lessee obligations contained elsewhere in this Agreement and within any Schedule hereto, except to the extent any Schedule provides otherwise, Lessee agrees to and shall:
a. If Lessor is to install the equipment, provide Lessor with authorized ingress and egress to and from the site designated in the applicable Schedule for installation of the Equipment (the “Site”). Should Lessor be denied access to the Site for any reason not reasonably within Lessor’s control, any time lost by Lessor shall be paid for by Lessee on demand, and if not then paid, shall incur interest at the Applicable Rate. To the extent that Lessee has superior knowledge of the Site and access routes to the Site, Lessee must advise Lessor of any conditions or obstructions which Lessor might encounter while en route to the Site. Lessee agrees to maintain the road, if any, and the Site in such a condition that will allow free access and movement to and from the Site in an ordinary highway type vehicle. If because of an attribute of Lessee’s operations, Lessor is required to use any specialized transportation equipment, cranes or other services and supplies, Lessee shall furnish the same at its expense and without cost to Lessor;
b. Prepare a sound location at the Site adequate in size and capable of properly supporting the Equipment;
c. Immediately mitigate and repair any stoppage, malfunction or leaks of oil or coolant from the Equipment; and
d. Return the Equipment in good operating condition, which by way of example, but not exclusion, means free of hydrocarbons, mud, sand and naturally occurring radioactive materials and with castings (e.g. blocks, frames, heads, manifolds, housings, distance pieces, cylinders), shafts (e.g. crankshafts, camshafts, cooler shafts), rods (e.g. connecting rods, piston rods), controls, pumps, scrubbers, bottles, processing piping, header, box, fan and accessories that are not, by way of example, but not exclusion, damaged, rusted or pitted, bent, cracked or inoperable. If the Equipment is not returned in good operating condition, Lessee agrees to pay Lessor such amounts necessary to bring Equipment up to good operating condition upon invoice by Lessor; provided, however, Lessee shall not be liable for such amounts to the extent such damages are caused by the acts or omissions of Lessor or its parent company.
e. Perform such other obligations set forth in Annex A hereto.

8.     Maintenance. Unless otherwise provided in the applicable Schedule or separate written operation and maintenance agreement, including the Omnibus Agreement, Lessee acknowledges that Lessor is providing the Equipment as a “bare rental” and, therefore, Lessor will have no maintenance or inspection obligations with respect to the Equipment except capitalizable maintenance obligations.

9.     Inspection. Lessor shall have the right at all reasonable times to enter upon the premises where the Equipment may be located for the purpose of inspecting it or observing its use.

10.     Title; Personal Property; Encumbrances; Location. Lessee covenants that:
a. The Equipment is and shall remain personal property and shall not be attached to or become part of any realty;
b. The Equipment will be installed and used at the Site specified in the applicable Schedule pertaining thereto and that it shall not be removed therefrom without the permission of Lessor;
c. That Lessee will not, except as expressly authorized in this Agreement, sell, secrete, mortgage, assign, transfer, lease, sublet, loan part with possession of, or encumber the Equipment or permit any liens or charges to become effective thereon or permit or attempt to do any of the acts aforesaid. Lessee agrees, at Lessee’s own expense, to take such action as may be necessary to remove any such encumbrance, lien or charge and to prevent any third party from acquiring any other interest in the Equipment (including, but not limited to, by reason of such Equipment being deemed to be a fixture or a part of any realty); and
d. Lessee will not change or remove any insignia, serial number or lettering of the Equipment.

11.     Licenses, Permits and Compliance. Lessee shall, at its sole expense;
a. Comply with all applicable rules and regulations of any federal, provincial, state, county, city, local, municipal or regulatory agency relating to the construction or operation of the Equipment at the Site, or environmental requirements associated therewith (including, but not limited to, air emission, noise and environmental discharges); and
b. Obtain and maintain throughout the term, or any extension thereof, any and all licenses and/or permit fees assessed as a result of this Agreement or against said Equipment.

12.     Waste Disposal. Lessee bears responsibility for disposal of liquids, solid, and hazardous waste discharged by the Equipment at the Site in accordance with federal, state and local environmental rules and regulations.

13.     Events of Default; Remedies; Expenses. In the event that:
a. Lessee shall default in the payment of any installment of rent or other sum payable under this Agreement or default in the observance or performance of any other covenant or agreement in this Agreement and the failure to cure said default within ten (10) days after notice by Lessor;
b. Lessee shall dissolve, or become insolvent (however evidenced) or bankrupt, make an assignment for the benefit of creditors, suspend the transaction of its usual business or consent to the appointment of a trustee or receiver, or a trustee or a receiver shall be appointed for Lessee or for a substantial part of its property, or bankruptcy, reorganization, insolvency, or similar proceedings shall be instituted by or against Lessee;
c. an order, judgment, or decree shall be entered against Lessee by a court of competent jurisdiction and such order, judgment or decree shall continue unpaid or unsatisfied and in effect for any period of sixty (60) consecutive days without a stay of execution, or any execution or writ or process shall be issued in connection with any action or proceeding against Lessee or its property whereby all Equipment under the Schedules or any substantial part of Lessee’s property may be taken or restrained;
d. any indebtedness of Lessee for borrowed money shall become due and payable by acceleration of maturity thereof; or
e. Lessor shall in good faith believe that the prospect of payment or performance by Lessee is impaired,
then and in any such event, Lessor may, by written notice to Lessee:
(1) Immediately terminate this Agreement and any Schedule then in effect, at its option, and Lessee’s rights thereunder; and/or
(2) Declare immediately due, and payable all rental installments and other sums hereunder forthwith due and payable whereupon the same shall forthwith become due and payable as liquidated damages and not as a penalty; and/or
(3) Proceed by appropriate court action or actions either at law or in equity, to enforce performance by Lessee of the applicable covenants of this Agreement or to recover damages for the breach thereof; and/or
(4) Without necessity of process or other legal action, enter onto the premises of Lessee or such other premises as the Equipment may then be located and stop the operation of the Equipment and/or take possession of the Equipment, disconnecting and separating the Equipment from any other property and using all force necessary or permitted by applicable law, without Lessor incurring any liability to Lessee or any other person arising out of the taking of any such action. Lessee agrees to and shall indemnify and hold harmless Lessor from any and all claims, losses, damages, causes of action, suits and liabilities of any kind arising in favor of Lessee, or any interest owner that Lessee represents or serves as operator and arising out of or in connection with the stopping of the operation of the Equipment and/or the removal of the Equipment as aforesaid, whether same result from the forfeiture of any oil, gas or mineral lease, damage to a producing reservoir or lease operations, lost production or other event or condition. In addition, Lessee shall continue to be liable for all other indemnities under this Agreement and for all legal fees and other costs and expenses resulting from the foregoing defaults or the exercise of Lessor’s remedies. Lessor shall be entitled to take or retain, by way of offset against any or all amounts due and owing under this Agreement, any assets, tangible or intangible, of Lessee which may then be in the possession of Lessor, its correspondents or agents, wheresoever situated.

14.     Indemnity of Lessor.
a. Lessee is responsible and liable for loss of or damage to Equipment arising between the time of delivery and redelivery of the Equipment and Lessee shall protect, defend, indemnify and hold Lessor harmless from and against any such loss or damage, including, but not limited to, improper operation, improper maintenance (unless Lessor performs maintenance), compression of dirty or wet gas, fire, freezing, theft, windstorm, hailstorm, flood, riot, insurrection or explosion, except to the extent such loss or damage is caused by the acts or omissions of Lessor or its parent company (including where services are provided by the Archrock Entities (as defined in the Omnibus Agreement) under the Omnibus Agreement or other similar arrangement).
b. Lessee shall protect, defend, indemnify and hold Lessor harmless from and against any loss, damage, liability, suit, expense, cost or claim, however occurring as the result of loss of or damage to property (other than the Equipment), arising between the time of delivery and redelivery of the Equipment, whether such property is owned by Lessee or third party, and for injury to or death of persons, whether Lessee or its employees or third parties, except to the extent such loss or damage is caused by the acts or omissions of Lessor or its parent company (including where services are provided by the Archrock Entities (as defined in the Omnibus Agreement) under the Omnibus Agreement or other similar arrangement).
c. No Limit . Except as otherwise provided herein, the indemnity obligations in this Agreement shall not be limited to the amount of insurance carried by either party hereto.
d. Application, Construction and Interpretation . Notwithstanding any provision in this Agreement to the contrary, the parties agree that the indemnities in this Agreement shall be limited to the extent and only to the extent necessary to comply with applicable law and that this Agreement shall be deemed to be amended to the extent necessary to enforce the indemnities herein.
e. Waiver of Consequential Damages . NOTWITHSTANDING ANYTHING CONTAINED IN THIS AGREEMENT TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR, AND EACH PARTY HEREBY RELEASES THE OTHER PARTY FROM, ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSSES RELATED TO OR IN CONNECTION WITH THIS AGREEMENT, OR ANY EQUIPMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR LOSSES FOR LOST PRODUCTION, LOST REVENUE, LOST PRODUCT, LOST PROFITS, LOST BUSINESS OR BUSINESS INTERRUPTIONS, REGARDLESS OF WHETHER CAUSED OR CONTRIBUTED TO BY PRE-EXISTING CONDITIONS, WHETHER SUCH CONDITIONS BE PATENT OR LATENT, BREACH OF REPRESENTATION OR WARRANTY (EXPRESS OR IMPLIED), ULTRAHAZARDOUS ACTIVITY, STRICT LIABILITY, TORT, BREACH OF CONTRACT, BREACH OF STATUTORY DUTY, BREACH OF ANY SAFETY REQUIREMENT OR REGULATION, OR THE NEGLIGENCE OF ANY PERSON OR PARTY, INCLUDING, BUT NOT LIMITED TO, THE INDEMNIFIED PARTY OR PARTIES AND ITS OR THEIR GROUPS, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT AND/OR CONCURRENT, ACTIVE OR PASSIVE, OR ANY OTHER THEORY OF LEGAL LIABILITY WITHOUT LIMITATION, EXCEPT TO THE EXTENT ANY SUCH RELEASING PARTY ACTUALLY SUFFERS SUCH DAMAGES OR LOSSES TO A THIRD PARTY AND SUCH DAMAGES OR LOSSES ARE OTHERWISE INDEMNIFIABLE UNDER SECTION 14 OF THIS AGREEMENT. THE PARTIES FURTHER AGREE THAT THE FORGOING RELEASE OF LIABILITY SHALL ALSO EXTEND TO EACH PARTY’S PARENT, SUBSIDIARY, AFFILIATED AND RELATED COMPANIES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES .

15.     Savings Clause. The parties agree that the indemnities in this Agreement are limited to the extent necessary to comply with applicable state or federal law and that this Agreement shall be deemed to be amended to comply with those laws to the extent their requirements are at variance with any indemnification provisions set forth in this Agreement.

16.     Assignment By Lessor. Lessor may assign its rights and delegate its duties under this Agreement. Lessor covenants to Lessee that Lessor is empowered to execute this Agreement. Conditioned upon Lessee’s performing the conditions hereof, Lessee shall peaceably and quietly hold, possess and use the Equipment during the term and any extensions thereof without hindrance. If Lessor assigns the rents reserved herein or all or any of Lessor’s rights hereunder, such assignee’s rights shall be independent of any claim of Lessee against Lessor. Lessee on receiving notice of any such assignment shall abide thereby and make payment as may therein be directed. Following such assignment, the term “Lessor” shall be deemed to include or refer to Lessor’s assignee, except such assignee’s rights shall be independent of any claim of Lessee against Lessor as provided herein.

17.     Assignment and Subleasing by Lessee. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 17, LESSEE SHALL NOT, WITHOUT THE PRIOR CONSENT OF LESSOR, ASSIGN, TRANSFER OR ENCUMBER ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT. ANY ATTEMPTED ASSIGNMENT, TRANSFER OR ENCUMBRANCE BY LESSEE OF ITS RIGHTS, INTERESTS OR OBLIGATIONS UNDER THIS AGREEMENT SHALL BE NULL AND VOID. So long as no material event of default shall have occurred and be continuing, Lessee may, without the consent of Lessor, sublease one or more of the Equipment to any third party or use the Equipment in connection with the provision of contract compression services pursuant to a contract (a “User Contract”). No such subleasing, or use in connection with provision of services, by Lessee will reduce or affect any of the obligations of Lessee hereunder or the rights of Lessor under this Agreement, and all of the obligations of Lessee hereunder shall be and remain primary and shall continue in full force and effect as the obligations of a principal and not of a guarantor or surety.

18.     No Lessor Equipment Warranties. EXCEPT AS OTHERWISE PROVIDED IN THE APPLICABLE SCHEDULE, LESSOR LEASES THE EQUIPMENT TO LESSEE AS-IS AND EXPRESSLY DISCLAIMS AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE CONDITION, DESIGN, QUALITY, CAPACITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF OR CONCERNING THE EQUIPMENT, OR ANY WARRANTY THAT THE EQUIPMENT IS FREE OF THE RIGHTFUL CLAIM OF ANY THIRD PERSON BY WAY OF INFRINGEMENT OR THE LIKE, WHETHER PATENT OR TRADEMARK INFRINGEMENT OR OTHERWISE, OR ANY OTHER MATTER, CONCERNING THE EQUIPMENT.

19.     Enforceability. If any part hereof is contrary to, prohibited by or deemed invalid under applicable laws or regulations of any jurisdiction, such provision shall be inapplicable and deemed omitted but shall not invalidate the remaining provisions hereof.

20.     No Conditional Sale. It is the intention of the parties hereto to hereby create a lease on the Equipment described herein, and not a conditional sale. To provide solely for the eventuality that a court might hold this to be a conditional sale, Lessor hereby retains a purchase money security interest to secure payment of the sales price of the Equipment as determined by such court, and Lessee grants to Lessor all rights given to a secured party under the Uniform Commercial Code of the United States or similar law of the governing jurisdiction, if any other law should govern this Agreement or the Equipment, in addition to Lessor’s other rights hereunder. It is the intention of the parties that the Equipment shall be deemed personal property and that it not be deemed a fixture, even though it may be attached in some manner to realty. To provide solely for the eventuality that a court might also hold the Equipment to be a fixture, the parties state for the purpose of complying with the legal requirements for a financing statement that collateral is or includes fixtures and the Equipment is affixed or is to be affixed to the lands described in the applicable Schedule(s).

21.     Alterations. Except as required or permitted by this Agreement, and subject to this Section 21, Lessee shall not modify or alter the Equipment without the prior approval of Lessor.

22.     Miscellaneous.
a. No representation, covenant or condition of this Agreement can be waived or changed except by the written consent of both parties. Forbearance or indulgence by Lessor in any regard whatsoever shall not constitute a waiver or change of the representation, covenant or condition to be performed by Lessee to which the same may apply, and until complete performance by Lessee of said covenant or condition, Lessor shall be entitled to invoke any remedy available to Lessor under this Agreement or by law or equity despite said forbearance or indulgence. Waiver of any defaults shall not waive any other default.
b. The language governing this Agreement shall be in English, any translation thereof into other languages shall not have any legal effect.
c. Service of all notices under this Agreement shall be sufficient if mailed to the party involved at its respective address on file with the other party. Any such notices mailed to such address shall be effective when deposited in the mail, duly addressed and with postage prepaid, or delivered by hand or electronic mail delivery.
d. “Lessor” and “Lessee” as used in this Agreement shall include the heirs, executors, administrators, successors, and/or permitted assigns of such parties.
e. If more than one Lessee executes this Agreement, their obligations under this Agreement shall be joint and several.
f. Lessee will, if requested by Lessor, join with Lessor in executing one or more financing statements, as may be desired by Lessor, in form satisfactory to Lessor.
g. In case of conflict between provisions found in this Agreement and those listed in the Schedule(s) hereto, the provisions on the Schedule(s) shall prevail.
h. The law governing this Agreement shall be that of the State of Texas, United States in force at the date of this Agreement, excepting any conflict of laws provisions that provide for the application of the laws of another jurisdiction.
i. Lessor and Lessee agree that venue of any lawsuit arising from or in connection with the terms of this Agreement shall be in Houston, Harris County, Texas, United States. For purposes of this Agreement, Lessee irrevocably consents to the jurisdiction of the courts of Houston, Harris County, Texas, United States.
j. This Agreement contains the full agreement between the parties. No representation or promise has been made by either party to the other as an inducement to enter into this Agreement. Lessor does not in any way or for any purpose become partner of Lessee, or a joint venture, or a member of a joint enterprise with Lessee.
k. Lessee hereby waives its right to receive a copy of any financing statement or financing change statement registered by Lessor in connection with this Agreement.
l. Lessor and Lessee hereby agree that no rights or remedies referred to in Article 2A of the Uniform Commercial Code of the United States or similar law of the governing jurisdiction shall be conferred upon either Lessor or Lessee unless expressly granted in this Agreement. To the extent any Schedule contains chattel paper under the Uniform Commercial Code of the United States or similar law of the governing jurisdiction, no security interest in any Schedule may be created through the transfer and possession of any counterpart thereof other than the counterpart retained by Lessor.
m. If Lessee at any time shall fail to pay any sum which Lessee is required by this Agreement to pay or shall fail to do or perform any other act Lessee is required by this Agreement to do or perform, Lessor at its option may pay such sum or do or perform such act (or have it performed by a third party), and Lessee shall reimburse Lessor on demand for the amount of such payment and for the cost and expenses which may be incurred by Lessor for such acts or performance, together with interest thereon at the Applicable Rate from the date of demand until paid.
n. This Agreement is based on the applicable laws existing at the time of its execution. Any changes, including, but not limited to, changes in governmental enforcement practices, revisions or new applicable laws, including, but not limited to, those related to taxes, permits, fees and duties, that have the effect of increasing Lessor’s burden, including, but not limited to, cost, time-consumption and risk exposure, shall entitle Lessor to fair and equitable Agreement modifications, which modifications the parties agree to work toward in good faith and in a timely fashion, failing which Lessor may terminate this Agreement or any Schedule(s) hereunder immediately upon written notice to Lessee. 
o. This Agreement may be executed in any number of counterparts and by the different parties to this Agreement on separate counterparts, each of which when executed and delivered shall be an original but all the counterparts shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Agreement by telecopy or e-mail shall be effective as delivery of a manually executed counterpart of this Agreement.


Executed this      day of           , 20__.

LESSOR : _________________________________
       
BY:                          

NAME:                 

TITLE:                 




LESSEE: ________________________________

BY:                          

NAME:                 

TITLE:                 


Annex A

LESSEE’S RESPONSIBILITIES

Lessee
In addition to the responsibilities detailed in the Master Agreement, Lessee shall furnish the following:

Daily maintenance and inspections of all engines, compressors and accessory parts forming the Equipment (both labor and necessary parts), including without limitation:
 
     Monthly adjustments on the engine and compressor per Lessor’s guidelines;
 
     Anti-freeze in accordance with Lessor’s requirements;
 
     Lubricants and related filters in accordance with Lessor’s requirements; and
 
     Daily inspections/monitoring.
 
Competent and prudent Equipment operator for normal operations.
 
Provide an inlet separator for the Equipment to remove solids (such as sand) and all entrained liquids from the gas stream; Lessee hereby acknowledging that the scrubber provided by Lessor with the Equipment is only an emergency scrubber.
 
Site preparation, including suitable sand or gravel pad or concrete base as required.
 
Valves and piping to suction and discharge flanges, and fuel gas inlet(s) of compressor(s).
 
Suction to discharge bypass piping and suction pressure control valve (if required).
 
All installation expenses.
 
Suitable, sweet, dry natural gas fuel for engine use with 900 to 1100 BTU/ft3 and no more than 10 ppm H 2 S.
 
Air/gas pressure of with sufficient pressure and volume for engine starting.
 
Provide, connect and maintain a properly functioning waste discharge system downstream of the Equipment, including an outlet connection from the skid drain and all pipes, connections, the blow casing and tank downstream of the skid drain; and remove and dispose of all fluids discharged by the discharge tank, the blow casing and any pipes or connections to the skid plus collection and disposal of such liquids from the Equipment’s skid and any other liquids incidental to Equipment operations.
 
Equipment Site with ingress and egress satisfactory to Lessor.
 
Disconnection of Equipment and Site restoration expenses.
 
Site fencing, if requested by Lessor.
 
Any and all necessary equipment, supplies and services not specifically listed as Lessor’s responsibility, above.
 
The following responsibilities apply when Site is offshore or in inland waterways:
 
Suitable platform or barge capable of supporting the Equipment.
 
All transporation (including air and water) and cranes necessary for delivery, installation, maintenance, repair and removal of the Equipment.
 
All transportation (including air and water) for Lessor personnel, parts, tools and supplies.
 
Cost for any standby time in excess of 4 hours that is beyond the direct control of Lessor (including due to inclement weather that, in the sole but reasonable discretion of Lessor impedes safe travel).
 


SCHEDULE ‘A’ TO EQUIPMENT MASTER RENTAL AGREEMENT
( BARE RENTAL )
Lessee:_______________________________________________    Date:________________

In accordance with your request, we are pleased to offer the herein described Equipment for your application
on the _______________ lease in ______________________ (detail, to the extent available, section, township, range, county/parish, state and country) (“Site”).

Unit #:__________________________    
HP:_____________________________
Equipment Description:______________________________________________________________________________

The term of this Schedule A shall commence upon the date the Equipment is accepted in accordance with the Master Agreement and shall continue indefinitely until terminated by either party, upon thirty (30) days’ advanced written notice. Neither party may terminate this Schedule A within twelve (12) months of commencement of the term. Notwithstanding the foregoing, this Schedule A shall terminate if (a) gas conditions change or the use of the Equipment by the Lessee pursuant to a User Contract ends rendering the Equipment unnecessary; (b) force majeure prevents a party from performing its obligations hereunder; or (c) a default occurs under this Schedule A or the Master Agreement. The RENTAL RATE is $__________ per month for the duration of the term of this Schedule A. The Rental Rate shall be invoiced monthly and payable monthly in arrears but in any event shall be paid no later than 30 days after the end of the fiscal quarter in which a particular month’s Rental Rate is incurred (beginning on the date the Equipment is accepted) in which the Equipment is leased.

Any manufacturing check the box designation in any User Contract shall apply in equal force to this Schedule A.

When executed by Lessor and Lessee, this Schedule A shall apply to the EQUIPMENT MASTER RENTAL AGREEMENT (or equivalent master agreement) executed by Lessee and Lessor (or their respective predecessors or affiliates) and dated as shown below (the “Master Agreement”) whether or not attached hereto, and shall be deemed an individual agreement between the parties hereto for the Equipment described herein. This Schedule A and the applicable Master Agreement contains the entire agreement between the parties relating to the matters contained herein and therein, superseding all prior contracts and agreements, relating to the mattes contained herein and therein. Unless otherwise defined herein, terms have the meanings set forth in the Master Agreement.

Master Agreement Date:___________________________

ACKNOWLEDGED and ACCEPTED by the undersigned, duly-authorized representatives of the parties as of the date first shown above.
LESSOR :


_______________________________________

By:____________________________
Title:___________________________    

LESSEE :     


_______________________________________

By:____________________________
Title:___________________________    

Form Like-Kind Exchange Bill of Sale

EQUIPMENT TRANSFER CERTIFICATE
AND BILL OF SALE
(Like-Kind Exchange)

[ Effective Date ]

Archrock Leasing LLC, a Delaware limited liability company,(“ Archrock Leasing ”) on the one hand and Archrock Field Services Leasing LLC, a Delaware limited liability company, (“ AFS Leasing ”) on the other hand (each a “ Party ” and collectively, the “ Parties ”) hereby confirm their understandings with respect to the transfer effective as of ________________ ___, ____ of the equipment listed on Schedule 1 attached hereto and made part hereof together with all assets, rights and properties related to such Equipment of the sort described in Section 4.2(b) of the Omnibus Agreement (as defined below) (“ Equipment ”).
For good and valuable consideration, each Party hereby distributes, grants, bargains, sells, transfers, conveys, assigns and sets over unto the other Party all of its right, title and interest in, to, and under its Equipment identified on Schedule 1. Such transfer and conveyance is made without recourse to each Party in its capacity as transferor.
Each Party in its capacity as transferor hereby warrants and represents to the other Party and its respective successors and assigns that (a) such Party has good and marketable legal and indefeasible title to, and good and lawful right to sell, its Equipment, (b) such Party’s Equipment is free and clear of any and all Liens except for Liens created by the other Party and any Permitted Liens, (c) such Party intends to convey its Equipment and to acquire in exchange the Equipment owned by the other Party that are in like kind and qualifying use within the meaning of Section 1031 of the Code; and (d) such Party has the power and authority to sell or otherwise transfer the Equipment in the manner provided in this Certificate. Each Party in its capacity as transferor covenants that it will defend title in and to its Equipment against any and all Liens, other than Permitted Liens. EXCEPT AS SET FORTH HEREIN AND IN THE OMNIBUS AGREEMENT, THE EQUIPMENT IS BEING SOLD WITHOUT ANY WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF FITNESS FOR USE OR MERCHANTABILITY.
This Certificate is made and given in good faith and not for the purpose of defrauding creditors or purchasers. The transfer evidenced by this Certificate is intended to be an absolute assignment and conveyance and a true sale, as contemplated in Section 9-109(e) of the Uniform Commercial Code, as adopted by the State of Texas.
THIS CERTIFICATE SHALL BE GOVERNED BY, AND SHALL BE CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF TEXAS, THE UNITED STATES OF AMERICA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. The Parties agree to submit to the jurisdiction of the courts of the State of Texas, the United States of America.
The language governing this Certificate shall be English, and any translation of this Certificate into any other language shall not have legal effect.
This Certificate may be executed in any number of counterparts, each of which when executed and delivered shall constitute an original, but all of which when taken together shall constitute a single agreement. Delivery of an executed counterpart of a signature page of this Certificate by facsimile transmission or electronic mail (in .pdf form) shall be effective as delivery of a manually executed counterpart of this Certificate.
Each Party covenants and agrees to execute and deliver to the other Party all such other additional instruments and other documents and will do all such other acts and things as may be necessary to fully assign to the other Party, or its successors and assigns, all of its Equipment.
All of the provisions hereof shall inure to the benefit of and be binding upon the respective heirs, successors and assigns of the Parties.
Terms used herein but not defined herein shall have the meanings assigned to such terms in the Fourth Amended And Restated Omnibus Agreement entered into on, and effective as of November 3, 2014, by and among Archrock, Inc., Archrock Services, L.P., Archrock GP LLC, Archrock General Partner, L.P., Archrock Partners, L.P., and Archrock Field Services LLC (as amended, modified, supplemented or restated from time to time, the “ Omnibus Agreement ”).

IN WITNESS WHEREOF, each of Archrock Leasing and AFS Leasing has caused this Equipment Transfer Certificate and Bill of Sale to be duly executed by its authorized representative on the date first set forth above.

ARCHROCK LEASING:

Archrock Services Leasing LLC, a Delaware limited liability company

                        

By:                         
Name:
Title:


AFS LEASING:

Archrock Field Services Leasing LLC, a Delaware limited liability company



                        
By:                 ________    
Name:
Title:




Certain Archrock Customers
******
Certain Partnership Customers
******


ii


Exhibit 10.50

Summary of Donna A. Henderson Compensation Arrangement

The board of directors of Archrock, Inc. (the “Company”) appointed Donna A. Henderson as Vice President and Chief Accounting Officer of the Company effective January 1, 2016. Prior to this appointment, Ms. Henderson served as the Vice President, Accounting of the Company’s operating subsidiary since August 2015.

On July 31, 2015, Ms. Henderson entered into an employment letter with the Company (the “Employment Letter”), which describes the terms and conditions of her employment. The table below summarizes the compensation arrangement of Ms. Henderson as set forth in the Employment Letter.

Base Salary
$260,000 per year
Target Short-Term Incentive
36% of Base Salary
Annual Equity Award Value
$135,000
Sign-On Bonus
$50,000





Exhibit 10.51

Summary of Jason Ingersoll Compensation Arrangement

The board of directors of Archrock, Inc. (the “Company”) appointed Jason Ingersoll as Vice President, Sales and Marketing effective November 3, 2015. Prior to this appointment, Mr. Ingersoll served as Vice President, Sales since October 2013.

On November 3, 2015, Mr. Ingersoll entered into an employment letter with the Company (the “Employment Letter”), a severance benefit agreement with the Company (the “Severance Benefit Agreement”) and change of control agreement with the Company (a “Change of Control Agreement”). The table below summarizes the compensation arrangement of Mr. Ingersoll as set forth in the Employment Letter, the Severance Benefit Agreement and Change of Control Agreement.

Base Salary
$300,000 per year
Target Short-Term Incentive
60% of Base Salary
Annual Equity Award Value
$300,000
Retention Payment
$224,000
Non-Change of Control Severance
Upon a Qualifying Termination of Employment (as defined in the Severance Agreement), subject to the timely execution and non-revocation of a release of claims by Mr. Ingersoll in favor of the Company and its affiliates, Mr. Ingersoll will be eligible to receive:
    a lump-sum severance payment equal to (i) his Base Salary plus (ii) his Target Short-Term Incentive plus (iii) his Target Short-Term Incentive prorated through the date of termination plus (iv) any earned but unpaid Short-Term Incentive for the fiscal year ending prior to the date of termination;
    full accelerated vesting of his then-outstanding unvested equity awards that would have otherwise vested during the one-year period following his termination; and
    healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 for up to one year following his termination, to the extent permitted by applicable law.
Change of Control Severance
Upon a Qualifying Termination of Employment (as defined in the Change of Control Agreement), subject to the timely execution and non-revocation of a release of claims by Mr. Ingersoll in favor of the Company and its affiliates, Mr. Ingersoll will be eligible to receive:
    a lump-sum severance payment equal to (i) two times his Base Salary plus (ii) two times his Target Short-Term Incentive plus (iii) his Target Short-Term Incentive prorated through the date of termination plus (iv) any earned but unpaid Short-Term Incentive for the fiscal year ending prior to the date of termination;
    an amount equal to two times the total employer matching contributions that would have been credited to his account under the Company’s 401(k) plan and any deferred compensation plan had he made elective deferrals or contributions during the twelve (12) months preceding his termination;
    any amounts previously deferred by him or earned but not previously paid under the Company’s incentive and nonqualified deferred compensation programs as of his termination date;
    full accelerated vesting of his then-outstanding unvested equity awards; and
    healthcare continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 for up to two years following his termination, to the extent permitted by applicable law.



Exhibit 21.1

Archrock, Inc. and Subsidiaries
Company Listing as of December 31, 2015

Company
 
Ownership
 
Incorporation
AROC Corp..
 
Wholly owned
 
Delaware
AROC Services GP LLC..
 
Wholly owned
 
Delaware
AROC Services LP LLC
 
Wholly owned
 
Delaware
Archrock Services, L.P.
 
Wholly owned
 
Delaware
Archrock Services Leasing LLC
 
Wholly owned
 
Delaware
Archrock GP LLC
 
Wholly owned
 
Delaware
Archrock GP LP LLC
 
Wholly owned
 
Delaware
Archrock MLP LP LLC
 
Wholly owned
 
Delaware
Archrock General Partner, L.P.
 
Wholly owned
 
Delaware
Archrock Partners, L.P.
 
40.7% owned
 
Delaware
Archrock Partners Finance Corp.
 
40.7% owned
 
Delaware
Archrock Partners Operating LLC
 
40.7% owned
 
Delaware
Archrock Partners Leasing LLC
 
40.7% owned
 
Delaware






Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Archrock, Inc.’s Registration Statements No. 333-145589, No. 333-145558, No. 333-165146, No. 333-170528, No. 333-176050, No. 333-177747 and No. 333-188341 each on Form S-8 of our reports dated February 29, 2016, relating to the financial statements and financial statement schedules of Archrock, Inc. and subsidiaries (the “Company”) (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the Company’s completed the spin-off of its international contract operations, international aftermarket services and global fabrication businesses into an independent, publicly traded company named Exterran Corporation), and the effectiveness of the Company’s internal control over financial reporting, appearing in this Annual Report on Form 10-K of Archrock, Inc. for the year ended December 31, 2015.

/s/  DELOITTE & TOUCHE LLP

Houston, Texas
February 29, 2016





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 Annual Report on Form 10-K of Archrock, 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: February 29, 2016
 
/s/ D. BRADLEY CHILDERS
Name: D. Bradley Childers
Title: President and Chief Executive Officer
        (Principal Executive Officer)
 





Exhibit 31.2
 
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
 
I, David S. Miller, certify that:
 
1. I have reviewed this Annual Report on Form 10-K of Archrock, 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: February 29, 2016
 
/s/ DAVID S. MILLER
Name: David S. Miller
Title: Senior Vice President and Chief Financial Officer
         (Principal Financial Officer)
 





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 Annual Report on Form 10-K of Archrock, Inc. (the “Company”) for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), D. Bradley Childers, as 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, as amended; 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: President and Chief Executive Officer
 
 
Date: February 29, 2016
 
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.





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 Annual Report on Form 10-K of Archrock, Inc. (the “Company”) for the year ended December 31, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), David S. Miller, 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, as amended; 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/ DAVID S. MILLER
 
Name: David S. Miller
 
Title: Senior Vice President and Chief Financial Officer
 
 
Date: February 29, 2016
 
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.