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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
 Form l0-K
  (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the Fiscal Year Ended December 31,
    2009ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period
    from          to   Commission File
    No. 000-51435
  SUPERIOR WELL SERVICES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction
    of
    incorporation or organization)

20-2535684(I.R.S. Employer
    Identification No.)   1380 Rt. 286 East, Suite #121
 Indiana, Pennsylvania 15701
 (Address of principal executive
    offices)
 (Zip Code)
   (Registrants telephone number, including area code)
    (724) 465-8904
  SECURITIES
    REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
  Common Stock, $.01 par value

The NASDAQ Stock Market LLC(Title of class)

(Exchange)  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
 None
   o þ
  o þ
  þ o
  Regulation S-T o o
  Regulation S-K Form 10-K Form 10-K. þ
    Large accelerated filer o

Accelerated filer þ

Non-accelerated filer o
    (Do not check if a smaller reporting company)

Smaller reporting company o   Rule 12b-2 o þ
      DOCUMENTS
    INCORPORATED BY REFERENCE
  Form 10-K.




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##### 





SUPERIOR
    WELL SERVICES, INC.
    ANNUAL REPORT ON
    FORM 10-K
    TABLE OF CONTENTS
   
 PART IItem 1.


Business


3Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


23Item 2.


Properties


24Item 3.


Legal Proceedings


25Item 4.


(Removed and Reserved)


25PART IIItem 5.


Market for the Registrants Common Equity
    and Related Stockholder Matters and Issuer Purchases of Equity
    Securities


26Item 6.


Selected Financial Data


27Item 7.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations


29Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


48Item 8.


Financial Statements and Supplementary
    Data


50Item 9.


Changes in and Disagreements With Accountants
    on Accounting and Financial Disclosure


73Item 9A.


Controls and Procedures


73Item 9B.


Other Information


73PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


73Item 11.


Executive Compensation


74Item 12.


Security Ownership of Certain Beneficial
    Owners and Management and Related Stockholders Matters


74Item 13.


Certain Relationships, Related Transactions,
    and Director Independence


74Item 14.


Principal Accounting Fees and Services


74PART IVItem 15.


Exhibits and Financial Statement
    Schedules.


75EX-12.1EX-21.1EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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PART I  Item 1.
    Business  Our
    Company
        Our
    Services and Products
    Technical
    Services
  Technical Pumping Services
    Stimulation Services.
 3




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Nitrogen Services.
    Cementing Services.
   4




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Completion, Production and Rental Tool
    Services
    Completion and Production Services.
  Plugging and Abandonment Services.
  Roustabout Services.
  Sale and Rental of Tools and Equipment.
  Down-Hole Surveying Services
    Logging Services.
 5




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Perforating Services.
  Fluid
    Logistics Services
    Competition
   6




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Customers
    and Markets
    2007(1)


2008(2)


2009(3)Percent of





Percent of





Percent ofRegion

Revenue


Revenue


Revenue


Revenue


Revenue


RevenueAppalachian

$
158,894



45.3
%

$
179,173



34.4
%

$
125,220



31.3
%Southeast


66,690



19.0



92,971



17.8



66,325



16.6Southwest


37,565



10.7



82,857



15.9



98,002



24.5Mid-Continent


56,063



16.0



105,607



20.3



84,172



21.1Rocky Mountain


31,558



9.0



60,281



11.6



25,744



6.5Total

$
350,770



100.0
%

$
520,889



100.0
%

$
399,463



100.0
%     (1)
    
    We expanded the Appalachian region by establishing a service
    center in Jane Lew, West Virginia during the second quarter of
    2007. We expanded the Southwest region in the fourth quarter of
    2007 by establishing a service center in Artesia, New Mexico. We
    expanded the Mid-Continent region by acquiring wireline assets
    in Hays, Kansas during the first quarter of 2007 and
    establishing a service center in Clinton, Oklahoma during the
    third quarter of 2007. We expanded the Rocky Mountain region by
    acquiring wireline assets in Williston, North Dakota and
    establishing service centers in Brighton, Colorado and Rock
    Springs, Wyoming during the fourth quarter of 2007. The
    Brighton, Colorado service center began generating revenues in
    January of 2008 and the Rock Springs, Wyoming location began
    generating revenues during the first quarter of 2009.(2)
    
    In July 2008, we expanded the Rocky Mountain region by acquiring
    the down-hole surveying assets of Nuex that expanded our
    presence in Brighton, Colorado. In November 2008, we purchased
    pressure pumping, fluid logistics and completion, production and
    rental tools assets from Diamondback, including 128,000
    horsepower, 105 transports and trucks, 400 frac tanks and six
    water disposal wells. The assets that we purchased from
    Diamondback are operating in the Anadarko, Arkoma, and Permian
    Basins, the Barnett and Woodford Shales and in the West Texas,
    Southern Louisiana and Texas Gulf Coast areas.(3)
    
    Due to the decrease in service activity in 2009 we ceased
    operations at, or sold all the assets of, certain of our service
    centers. In April 2009, we ceased operations in the Wooster,
    Ohio service center which previously provided down-hole
    surveying services in the Appalachian region. In May 2009, we
    ceased operations in the Cleveland Oklahoma service center which
    previously provided stimulation, nitrogen and cementing services
    in the Mid-Continent region. In July 2009, we ceased operations
    in the Coalgate, Oklahoma service center which previously
    provided cementing services in the Mid-Continent region. In
    September 2009, we ceased operations in the Alvarado, Texas
    service center which previously provided cementing services in
    the Southwest region. In October 2009, we ceased operations in
    the Artesia, New Mexico service center which previously provided
    stimulation and cementing services in the Southwest region. In
    October 2009, we sold all of the assets of the Trinidad,
    Colorado service center which previously provided down-hole
    surveying services in the Rocky Mountain region.    Customer

Length of Relationship


% of 2009 RevenueChesapeake Energy Corporation(1)


6 years



21.2Atlas America, Inc.(2)


11 years



11.0Customer C(3)


2 years



3.8Customer D(4)


4 years



3.5Customer E(5)


6 years



3.4  7




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##### Table of Contents



(1)
    
    We service Chesapeake Energy Corporation from our Appalachian,
    Mid-Continent, Southwest and Southeast region service centers.(2)
    
    We service Atlas America, Inc. from our Appalachian region
    service centers.(3)
    
    We service Customer C from our Appalachian, Mid-Continent,
    Southwest and Southeast region service centers.(4)
    
    We service Customer D from our Rocky Mountain and Southeast
    region service centers.(5)
    
    We service Customer E from our Appalachian region service
    centers.    Suppliers
    Length of Relationship

% of 2009 PurchasesRaw Materials

with Largest Supplier

with Largest Inventory SupplierFracturing and Cementing Chemicals


5 years



7.3Fracturing Sand


13 years



6.3Nitrogen


11 years



5.4     % of 2009 PurchasesLength of Relationship

with Largest Non-InventoryEquipment

with Largest Supplier

SupplierBlenders


13 years



1.4Material Handling Equipment


6 years



1.1   take-or-pay take-or-pay
  Operating
    Risks and Insurance
    
    personal injury or loss of life;
    damage to or destruction of property, equipment, the environment
    and wildlife; and
    suspension of operations.       8




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Safety
    Program
    Environmental
    Regulation
         9




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on-site
   10




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cap-and-trade
     11




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Employees
    Available
    Information
  1-800-SEC-0330. http://www.sec.gov
  www.swsi.com Form 10-K, Form 10-Q, Form 8-K
 12




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Item 1A.
    Risk
    Factors  Risks
    Related to Our Business and Our Industry
  Our
    business depends on domestic spending by the oil and natural gas
    industry, and this spending and our business may be adversely
    affected by industry conditions that are beyond our
    control.
    
    the supply of and demand for oil and natural gas and related
    products;
    domestic and worldwide economic conditions;
    political instability in oil producing countries;
    price of foreign imports of oil and natural gas, including
    liquefied natural gas;
    substantial lead times on our capital expenditures;
    weather conditions;
    technical advances affecting energy consumption;
    the price and availability of alternative fuels; and
    merger and divestiture activity among oil and natural gas
    producers.    Many
    of our customers activity levels and spending for our
    products and services may continue to be impacted by the
    sustained decline in oil and natural gas prices and the
    continued weakness in the credit and capital
    markets.
     13




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Our
    ability to obtain funding for our capital projects may be
    limited due to continued weakness in the credit and capital
    markets.
        We may
    incur substantial indebtedness or issue additional equity
    securities to execute our long-term growth strategy, which may
    reduce our profitability and result in significant dilution to
    our stockholders.
   14




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Our
    current and future indebtedness, including indebtedness
    associated with the Diamondback acquisition, could restrict our
    operations and make us more vulnerable to adverse economic
    conditions.
      
    limiting our ability to obtain additional financing on
    satisfactory terms to fund our working capital requirements,
    capital expenditures, acquisitions, investments, debt service
    requirements and other general corporate requirements;
    limiting our ability to use operating cash flow to fund our
    working capital requirements, capital expenditures,
    acquisitions, investments and other general corporate
    requirements because we must dedicate a substantial portion of
    these funds to make principal and interest payments on our
    indebtedness;
    limiting our ability to borrow funds that may be necessary to
    operate or expand our business;
    putting us at a competitive disadvantage to competitors that
    have less debt;
    increasing our vulnerability to interest rate increases; and
    increasing our vulnerability to general economic downturns,
    competition and industry conditions, which could place us at a
    competitive disadvantage compared to our competitors that are
    less leveraged.    Recent
    changes to our credit facility may hinder or prevent us from
    meeting our future capital needs.
     15




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If we
    fail to generate sufficient consolidated EBITDA during 2010 to
    comply with our debt covenants, we could be in default under the
    credit agreement evidencing our credit facility and the
    indenture governing our second lien notes.
        If we
    do not successfully manage the potential difficulties associated
    with our long-term growth strategy, our operating results could
    be adversely affected.
    
    lack of sufficient experienced management personnel;
    failure to anticipate the actual cost and timing of establishing
    new service centers;
    failure to identify all material risks and liabilities
    associated with acquisitions;
    increased administrative burden; and
    increased logistical problems common to large, expansive
    operations.     16




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We
    depend on a relatively small number of customers for a
    substantial portion of our revenue. The inability of one or more
    of our customers to meet their obligations or the loss of our
    business with Chesapeake Energy Corp. or Atlas America, Inc., in
    particular, may adversely affect our financial
    results.
      The
    sustained decline in oil and natural gas prices and continued
    weakness in the credit and capital markets may expose us to
    credit risk from customers and counterparties.
   17




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Competition
    within the oilfield services industry may adversely affect our
    ability to market our services.
    Our
    industry is prone to overcapacity, which results in increased
    competition and lower prices for our services.
    The
    loss of or interruption in operations of one or more of our key
    suppliers could have a material adverse effect on our
    operations.
      We may
    not be able to keep pace with the continual and rapid
    technological developments that characterize the market for our
    services, and our failure to do so may result in our loss of
    market share.
    
    improve our existing services and related equipment; 18




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
    address the increasingly sophisticated needs of our
    customers; and
    anticipate changes in technology and industry standards and
    respond to technological developments on a timely basis.    Our
    industry has experienced shortages in the availability of
    qualified field personnel. Any difficulty we experience adding
    or replacing qualified field personnel could adversely affect
    our business.
      Our
    customers activity levels and demand for our services may
    be impacted by future legislation that may eliminate certain
    U.S. federal income tax deductions currently available with
    respect to oil and gas exploration and
    development.
    The
    loss of key members of our management or the failure to attract
    and motivate key personnel could have an adverse effect on our
    business, financial condition and results of
    operations.
   19




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Our
    operations are subject to inherent risks, some of which are
    beyond our control, and these risks may not be fully covered
    under our insurance policies. The occurrence of a significant
    event that is not covered by insurance could have a material
    adverse effect on our financial condition and results of
    operations.
    
    personal injury or loss of life;
    destruction of property, equipment, the environment and
    wildlife; and
    suspension of operations.      We are
    subject to federal, state and local laws and regulations
    regarding issues of health, safety and protection of the
    environment. Under these laws and regulations, we may become
    liable for penalties arising from non-compliance, property and
    natural resource damages or costs of performing remediation. Any
    changes in these laws and regulations could increase our costs
    of doing business.
     20




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Clean-up
  Climate
    change legislation or regulations restricting emissions of
    greenhouse gases could result in increased operating
    costs and reduced demand for our services.
  cap-and-trade
 21




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Federal
    legislation and state legislative and regulatory initiatives
    relating to hydraulic fracturing could result in increased costs
    and additional operating restrictions or delays as well as
    adversely affect our support services.
      Our
    internal control over financial reporting may be or become
    insufficient to allow us to accurately report our financial
    results or prevent fraud, which could cause our financial
    statements to become materially misleading and adversely affect
    the trading price of our common stock.
   22




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We are
    a holding company, with no revenue generating operations of our
    own. Any restrictions on our subsidiaries ability to make
    distributions to us would materially impact our financial
    condition and our ability to service our
    obligations.
      Unionization
    efforts could increase our costs or limit our
    flexibility.
    Severe
    weather could have a material adverse impact on our
    business.
    
    curtailment of services;
    weather-related damage to equipment resulting in suspension of
    operations;
    weather-related damage to our facilities;
    inability to deliver materials to jobsites in accordance with
    contract schedules; and
    loss of productivity.    A
    terrorist attack or armed conflict could harm our
    business.
    Item 1B.
    Unresolved
    Staff Comments   23




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Item 2.
    Properties      Is the Lease Renewable at Our Sole


Do We Have an Option to PurchaseLocation

Expiration Date

Option?


the Property?Bradford, PA

September, 2011


Yes



NoMercer, PA(1)

N/A


No



NoGaylord, MI

November, 2010


Yes



YesBossier City, LA

December, 2012


Yes



NoBlack Lick, PA(1)

N/A


No



NoVernal, UT

September, 2017


No



NoVan Buren, AR

May, 2014


Yes



NoBuckhannon, WV

February, 2010


Yes



NoNorton, VA

March, 2012


Yes



NoAlvarado, TX(2)

March, 2011


Yes



YesFarmington, NM(3)

January, 2015


Yes



NoOklahoma City, OK(4)

March 31, 2010


Yes



NoHays, KS

August, 2010


Yes



NoJane Lew, WV

October, 2015


Yes



NoRock Springs, WY

March, 2017


Yes



NoBrighton, CO

September, 2010


Yes



NoWilliston, ND

October, 2012


Yes



NoArtesia, NM(2)

June, 2010


Yes



YesSweetwater, OK

November, 2013


Yes



NoCoalgate, OK(2)

January, 2012


Yes



NoCountyline, OK

November, 2013


Yes



NoMarlow, OK

November, 2013


Yes



NoCresson, TX

November, 2013


Yes



NoMidland, TX

June, 2015


No



NoTolar, TX

November, 2013


Yes



NoElk City, OK(1)

N/A


No



NoVictoria, TX

May, 2013


Yes



NoBroussard, LA

September, 2011


Yes



No  24




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##### Table of Contents



(1)
    
    The lease is
    month-to-month.(2)
    
    Ceased operations during 2009.(3)
    
    Ceased operations during 2010.(4)
    
    Administrative office.  Item 3.
    Legal
    Proceedings    Item 4.
    (Removed
    and Reserved) 25




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PART II  Item 5.
    Market
    for the Registrants Common Equity and Related Stockholder
    Matters and Issuer Purchases of Equity Securities  Market
    Information for Common Stock
    High


LowFiscal Year Ended December 31, 2009First Quarter

$
12.69


$
4.11Second Quarter

$
15.42


$
4.76Third Quarter

$
11.97


$
4.96Fourth Quarter

$
16.42


$
8.85Fiscal Year Ended December 31, 2008First Quarter

$
26.78


$
16.88Second Quarter

$
34.69


$
20.00Third Quarter

$
35.83


$
22.10Fourth Quarter

$
25.10


$
8.10   Dividend
    Policy
    Purchases
    of Equity Securities By the Issuer and Affiliated
    Purchases
   26




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Item 6.
    Selected
    Financial Data    Year Ended December 31,2005(1)


2006


2007


2008


2009(In thousands, except per share information)Statements of Operations Data:Revenue

$
131,733


$
244,626


$
350,770


$
520,889


$
399,463Cost of revenue


90,258



165,877



252,539



406,044



427,733Gross profit (loss)


41,475



78,749



98,231



114,845



(28,270
)Selling, general and administrative expenses


17,809



25,716



36,390



45,702



52,644Goodwill and intangible impairment


















33,479Operating income (loss)


23,666



53,033



61,841



69,143



(114,393
)Interest expense


566



478



282



2,834



13,762Other income (expense)


193



159



766



(135
)


1,249Income tax expense (benefit)


13,826



20,791



24,570



27,362



(47,291
)Net income (loss)

$
9,467


$
31,923


$
37,755


$
38,812


$
(79,615
)Dividends on preferred stock














(108
)


(3,000
)Net income (loss) available to common shareholders

$
9,467


$
31,923


$
37,755


$
38,704


$
(82,615
)Net income (loss) per common share(2)Basic

$
0.49


$
1.63


$
1.63


$
1.67


$
(3.39
)Diluted

$
0.49


$
1.63


$
1.63


$
1.64


$
(3.39
)Average Shares OutstandingBasic


19,317,436



19,568,749



23,100,402



23,150,463



24,334,522Diluted


19,317,436



19,568,749



23,195,914



23,661,608



27,334,522Statements of Cash Flow Data:Net cash provided by operations

$
16,742


$
35,949


$
69,303


$
51,706


$
5,199Net cash used in investing


(40,091
)


(78,902
)


(128,100
)


(174,060
)


(26,688
)Net cash provided by financing


32,570



88,940



7,555



118,481



19,877Capital expenditures, net of construction payables


(39,920
)


(69,816
)


(117,774
)


(90,424
)


(28,103
)Acquisitions, net of cash acquired






(9,150
)


(9,931
)


(84,242
)


(1,928
)Depreciation and amortization


8,698



14,453



25,277



41,806



72,418Goodwill and intangible impairment


















33,479Balance Sheet Data (at period end):Cash and cash equivalents

$
10,765


$
56,752


$
5,510


$
1,637


$
25Property, plant and equipment, net


72,691



141,424



240,863



453,990



409,552Total assets


113,091



259,034



327,087



658,230



570,153Long-term debt


1,258



1,597



9,165



208,042



163,594Stockholders Equity


91,393



213,904



253,599



337,615



326,431Other Financial Data:Adjusted EBITDA(3)

$
32,557


$
69,385


$
89,845


$
113,336


$
(4,306
)  27




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(1)
    
    Prior to our initial public offering in August 2005, our
    operations were conducted by two separate operating partnerships
    under common control, Superior Well Services, Ltd. and Bradford
    Resources, Ltd. The operations of these two partnerships were
    combined under a holding company structure immediately prior to
    the closing of our initial public offering. In December 2006,
    Bradford Resources, Ltd. was merged into Superior Well Services,
    Ltd. Superior Well Services, Ltd. is a Pennsylvania limited
    partnership that became a wholly owned subsidiary of Superior
    Well Services, Inc. in connection with its initial public common
    stock offering. Superior Well Services, Inc. serves as the
    parent holding company for this structure. Following our initial
    public offering, we began to report our results of operations
    and financial condition as a corporation on a consolidated
    basis. Prior to this change in our legal structure in 2005, we
    did not incur income taxes because our operations were conducted
    by two separate operating partnerships that were not subject to
    income tax. In 2005 and prior, our historical combined financial
    statements of Superior Well Services, Ltd. and Bradford
    Resources, Ltd. include a pro forma adjustment for income taxes
    calculated at the statutory rate resulting in a pro forma net
    income adjusted for income taxes. Prior to becoming a public
    company, partnership capital distributions were made to the
    former partners of our operating partnerships to fund the tax
    obligations resulting from the partners being taxed on their
    proportionate share of the partnerships taxable income. As
    a consequence of our change in structure, we recorded a non-cash
    adjustment of $8.6 million to record the deferred tax asset
    and liabilities arising from the differences in the financial
    and tax basis of assets and liabilities that existed at that
    time. Following our initial public offering, we incur income
    taxes under our new holding company structure, and our
    consolidated financial statements reflect the actual impact of
    income taxes.(2)
    
    Share and per share data have been retroactively restated to
    reflect our holding company restructuring in connection with our
    initial public offering in August 2005.(3)
    
    We define Adjusted EBITDA as earnings (net income (loss)) before
    interest expense, income tax expense, non-cash stock
    compensation expense, non-cash goodwill and intangible
    impairment, depreciation, amortization and accretion. This term,
    as we define it, may not be comparable to similarly titled
    measures employed by other companies and is not a measure of
    performance calculated in accordance with GAAP. Adjusted EBITDA
    should not be considered in isolation or as a substitute for
    operating income, net income, cash flows provided by operating,
    investing and financing activities or other income or cash flow
    statement data prepared in accordance with GAAP. Our management
    uses Adjusted EBITDA:  
    as a measure of operating performance because it assists us in
    comparing our performance on a consistent basis as it removes
    the impact of our capital structure and asset base from our
    operating results;
    as a measure for planning and forecasting overall expectations
    and for evaluating actual results against such expectations;
    to assess compliance with financial ratios and covenants
    included in our credit facility;
    in communications with lenders concerning our financial
    performance; and
    to evaluate the viability of potential acquisitions and overall
    rates of return.  The following table presents a reconciliation of Adjusted EBITDA
    with our net income (loss) for each of the periods indicated
    (amounts in thousands):  Year Ended December 31,2005


2006


2007


2008


2009Reconciliation of Adjusted EBITDA to Net Income
    (Loss):Net income (loss)

$
9,467


$
31,923


$
37,755


$
38,812


$
(79,615
)Income tax expense (benefit)


13,826



20,791



24,570



27,362



(47,291
)Interest expense


566



478



282



2,834



13,762Stock compensation expense






1,740



1,961



2,522



2,941Goodwill and intangible impairment


















33,479Depreciation, amortization and accretion


8,698



14,453



25,277



41,806



72,418Adjusted EBITDA

$
32,557


$
69,385


$
89,845


$
113,336


$
(4,306
)
  28




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  The following discussion and analysis should be read in
    conjunction with our consolidated financial statements and notes
    thereto included elsewhere in this report. This discussion
    contains forward-looking statements that reflect
    managements current views with respect to future events
    and financial performance. Our actual results may differ
    materially form those anticipated in these forward-looking
    statements or as a result of factors such as those set forth
    below under Forward-Looking Statements and Risk
    Factors.
  Overview
      Services
    Offered
    Year Ended December 31,2007


2008


2009RevenueTechnical services

$
350,770



100.0
%

$
514,568



98.8
%

$
378,483



94.7
%Fluid logistics










6,321



1.2
%


20,980



5.3
%Total revenue

$
350,770



100.0
%

$
520,889



100.0
%

$
399,463



100.0
%  29




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##### Table of Contents



Technical
    Services
  Technical
    Pumping Services
    Completion,
    Production and Rental Tool Services
    Down-Hole
    Surveying Services
    Fluid
    Logistics Services
   30




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##### Table of Contents



How We
    Generate Our Revenue
    set-up set-up
    How We
    Evaluate Our Operations
    Operating
    Income (Loss) per Operating Region.
     31




---



##### Table of Contents



Material,
    Maintenance, Fuel and Labor Expenses as a Percentage of
    Revenue.
        Selling,
    General and Administrative Expenses as a Percentage of
    Revenue.
    Adjusted
    EBITDA
    
    it is widely used by investors in our industry to measure a
    companys operating performance without regard to items
    such as interest expense, depreciation and amortization, which
    can vary substantially from company to company depending upon
    accounting methods and book value of assets, capital structure
    and the method by which the assets were acquired; and
    it helps investors more meaningfully evaluate and compare the
    results of our operations from period to period by removing the
    impact of our capital structure and asset base from our
    operating results.    
    as a measure of operating performance because it assists us in
    comparing our performance on a consistent basis, since it
    removes the impact of our capital structure and asset base from
    our operating results;
    as a measure for planning and forecasting overall expectations
    and for evaluating actual results against such expectations;
    to assess compliance with financial ratios and covenants
    included in our credit facility;
    in communications with lenders concerning our financial
    performance; and
    to evaluate the viability of potential acquisitions and overall
    rates of return. 32




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##### Table of Contents



How We
    Manage Our Operations
    Service
    Crew Performance.
    Equipment
    Maintenance Performance.
    Customer
    Satisfaction.
    Safety
    Performance.
    Our
    Industry and Recent Developments
   33




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##### Table of Contents




    reducing our workforce by 46% to approximately 1,407 as compared
    to 2,589 as of December 31, 2008;
    initiating compensation and benefit reductions;
    focusing on material cost reductions;
    limiting discretionary spending by utilizing the relative young
    age of our fleet; and
    repositioning employees and equipment to take advantage of areas
    with higher activity levels.    Our
    Business Outlook
    12-month
 34




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##### Table of Contents



Three Months EndedDecember 31,


Year Ended December 31,2008


2009


% Change


2008


2009


% ChangeAverage rig count(1)Crude Oil


414



359



(13.3
)%


379



278



(26.6
)%Natural gas


1,479



738



(50.1
)


1,491



801



(46.3
)Total U.S. land rigs


1,893



1,097



(42.0
)%


1,870



1,079



(42.3
)%Commodity prices (avg.):Crude Oil (West Texas Intermediate) ($/bbl)

$
58.74


$
76.19



29.7
%

$
99.65


$
61.80



(38.0
)%Natural gas (Henry Hub) ($/mcf)


6.36



4.28



(32.7
)%


8.84



3.84



(56.6
)%     (1)
    
    Estimate of activity as measured by Baker Hughes Inc. for
    average active U.S. land drilling rigs for the 3 and
    12 months December 31, 2009.  Our
    Long-term Growth Strategy
      2007


2008


2009Percent of





Percent of





Percent ofRegion

Revenue


Revenue


Revenue


Revenue


Revenue


RevenueAppalachian

$
158,894



45.3
%

$
179,173



34.4
%

$
125,220



31.3
%Southeast


66,690



19.0



92,971



17.8



66,325



16.6Southwest


37,565



10.7



82,857



15.9



98,002



24.5Mid-Continent


56,063



16.0



105,607



20.3



84,172



21.1Rocky Mountain


31,558



9.0



60,281



11.6



25,744



6.5Total

$
350,770



100
%

$
520,889



100
%

$
399,463



100
%      35




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##### Table of Contents



Our
    Results of Operations
    Results
    for the year ended December 31, 2009 compared to the year
    ended December 31, 2008
    Year Ended December 31,2007


2008


2009(In thousands)Statement of Operations DataRevenue:Technical pumping services

$
304,949


$
463,313


$
340,715Down-hole surveying services


45,821



49,097



23,238Completion services






2,158



14,530Total Technical Services


350,770



514,568



378,483Fluid logistics






6,321



20,980Total revenue


350,770



520,889



399,463Expenses:Cost of revenue


252,539



406,044



427,733Goodwill and intangible impairment










33,479Selling, general and administrative


36,390



45,702



52,644Total expenses


288,929



451,746



513,856Operating income (loss)

$
61,841


$
69,143


$
(114,393
)  36




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##### Table of Contents



Revenue
    Year Ended December 31,$


%2008


2009


Change


ChangeRevenues by service typeStimulation

$
334,571


$
262,275


$
(72,296
)


(21.6
)%Cementing


93,954



52,779



(41,175
)


(43.8
)Nitrogen


34,788



25,661



(9,127
)


(26.2
)Technical pumping services


463,313



340,715



(122,598
)


(26.5
)Down-hole surveying services


49,097



23,238



(25,859
)


(52.7
)Completion services


2,158



14,530



12,372



573.3Total Technical Services


514,568



378,483



(136,085
)


(26.4
)Fluid logistics


6,321



20,980



14,659



231.9Total revenue

$
520,889


$
399,463


$
(121,426
)


(23.3
)%     Year Ended December 31,$


%2008


2009


Change


ChangeRegionAppalachian

$
179,173


$
125,220


$
(53,953
)


(30.1
)%Southeast


92,971



66,325



(26,646
)


(28.7
)Southwest


82,857



98,002



15,145



18.3Rocky Mountain


60,281



25,744



(34,537
)


(57.3
)Mid-Continent


105,607



84,172



(21,435
)


(20.3
)Total

$
520,889


$
399,463


$
(121,426
)


(23.3
)%    37




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##### Table of Contents



Cost of
    Revenue
  year-over-year year-over-year
  Selling,
    General and Administrative Expenses (SG&A)
  year-over-year
  Goodwill
    and Intangible Impairment
      Operating
    Income (Loss) and Adjusted EBITDA
   38




---



##### Table of Contents



Results
    for the Year Ended December 31, 2008 Compared to Year Ended
    December 31, 2007
  Revenue
    Year Ended December 31,$


%2008


2009


Change


ChangeRevenues by service typeStimulation

$
190,678


$
334,571


$
143,893



75.5
%Cementing


72,337



93,954



21,617



29.9Nitrogen


41,934



34,788



(7,146
)


(17.0
)Technical pumping services


304,949



463,313



158,364



51.9Down-hole surveying services


45,821



49,097



3,276



7.1Completion services






2,158



2,158



100.0Total Technical Services


350,770



514,568



163,798



46.7Fluid logistics






6,321



6,321



100.0Total revenue

$
350,770


$
520,889


$
170,119



48.5
%     Year Ended December 31,$


%2007


2008


Change


ChangeRegionAppalachian

$
158,894


$
179,173


$
20,279



12.8
%Southeast


66,690



92,971



26,281



39.4Southwest


37,565



82,857



45,292



120.6Rocky Mountain


31,558



60,281



28,723



91.0Mid-Continent


56,063



105,607



49,544



88.4Total

$
350,770


$
520,889


$
170,119



48.5
%   year-over-year
 39




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##### Table of Contents



Cost of
    Revenue
    Selling,
    General and Administrative Expenses
    Operating
    Income and Adjusted EBITDA
    Items Impacting
    Comparability of Our Financial Results
  Diamondback
    Acquisition
   40




---



##### Table of Contents



Non-cash
    Compensation Expense
    Liquidity
    and Capital Resources
      Financial
    Condition and Cash Flows
  Financial
    Condition
    Cash
    Flows from Operations
    Year Ended December 31,2008


2009Net cash provided by operations

$
51,706


$
5,199Net cash used in investing


(174,060
)


(26,688
)Net cash provided by financing


118,481



19,877Change in cash and cash equivalents

$
(3,873
)

$
(1,612
)  41




---



##### Table of Contents



sub-heading
  Cash
    Flows Used in Investing Activities
    Cash
    Flows from Financing Activities
    Capital
    Requirements
    
    expansion capital expenditures, such as those to acquire
    additional equipment and other assets or upgrade existing
    equipment to grow our business; and
    maintenance capital expenditures, which are capital expenditures
    made to extend the useful life of partially or fully depreciated
    assets or to maintain the operational capabilities of existing
    assets.     42




---



##### Table of Contents



Contractual
    Obligations
    Less than








After 5Contractual Cash Obligations

Total


1 Year


1-3 Years


4-5 Years


YearsLong term and short term debt

$
193,444


$
6,644


$
15,636


$
170,661


$
503Capital leases


2,171



1,896



275







Operating leases


27,853



9,311



12,243



4,359



1,940Purchase obligations


85,320



14,220



28,440



28,440



14,220Total

$
308,788


$
32,071


$
56,594


$
203,460


$
16,663   Form 10-K.
  Off-Balance
    Sheet Arrangements
    Description
    of Our Indebtedness
    
    the sale of our fluid logistics services business is now a
    permitted asset sale;
    the total commitment under our credit facility was reduced to
    $100.0 million, which amount will be further reduced by
    (i) an additional $25.0 million upon our receipt of a
    federal income tax refund of $20 million or more and
    (ii) by an additional $25.0 million upon the sale of
    our fluid logistics services business;
    the definition of borrowing base was amended to
    consist solely of 80% of eligible accounts receivable; and
    the financial covenants in the credit agreement were revised to
    require that our required minimum quarterly EBITDA must not be
    less than: $0, $0, $0 and $10 million for the first,
    second, third and fourth quarters of 2010, respectively.       43




---



##### Table of Contents




    make capital expenditures in excess of $6.0 million per
    quarter through March 2011;
    incur additional debt or sell assets;
    make certain investments, loans and acquisitions;
    guarantee debt;
    grant liens;
    enter into transactions with affiliates; and
    engage in other lines of business.    Critical
    Accounting Policies
  Form 10-K.
    Revenue
    Recognition
   44




---



##### Table of Contents



Inventories
    Income
    Taxes
      Property,
    Plant and Equipment
    Impairment
    of Long-Lived Assets
     45




---



##### Table of Contents




    changes in general economic conditions in regions in which we
    operate;
    the price of crude oil and natural gas;
    our ability to negotiate favorable sales arrangements; and
    competition from other service providers.    Goodwill
    and Other Intangible Assets
         46




---



##### Table of Contents



Contingent
    Liabilities
    Insurance
    Expenses
    Stock-Based
    Compensation
    Impact
    of Inflation
    Forward-Looking
    Statements and Risk Factors
  Form 10-K
 47




---



##### Table of Contents



Form 10-K:
  
    a decrease in domestic spending by the oil and natural gas
    exploration and production industry;
    a decline in or substantial volatility of crude oil and natural
    gas prices;
    current weaknesses in the credit and capital markets and lack of
    credit availability;
    overcapacity and competition in our industry;
    our inability to comply with the financial and other covenants
    in our debt agreements as a result of reduced revenues and
    financial performance;
    unanticipated costs, delays and other difficulties in executing
    our growth strategy, including difficulties associated with the
    integration of the Diamondback acquisition;
    the loss of one or more significant customers;
    the increased credit risk of our customers;
    the loss of or interruption in operations of one or more key
    suppliers;
    the incurrence of significant costs and liabilities in the
    future resulting from our failure to comply with new or existing
    environmental regulations or an accidental release of hazardous
    substances into the environment; and
    other financial, operational and legal risks and uncertainties
    detailed from time to time in our Securities and Exchange
    Commission filings.    Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk  Quantitative
    and Qualitative Disclosures about Market Risk
    Interest Rate Risk.
  Concentration of Credit Risk.
 48




---



##### Table of Contents



Commodity Price Risk.
 49




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data MANAGEMENTS
    REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING  
  Rules 13a-15(f)
  Internal Control  Integrated Framework
  By:

/s/  David
    E. Wallace

By:

/s/  Thomas
    W. StoelkDavid E. Wallace



Thomas W. StoelkChief Executive Officer



Chief Financial Officer     50




---



##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM     Internal Control 
    Integrated Framework
          Schneider
    Downs & Co., Inc.
    51




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  December 31,2008


2009(In thousands, exceptper share data)Current assets:Cash and cash equivalents

$
1,637


$
25Trade accounts receivable, net of allowance of $2,755 and
    $5,800, respectively


104,549



69,492Inventories


27,781



24,991Prepaid expenses and other current assets


3,860



2,369Assets held for sale


1,440



Advances on materials for future delivery


3,732



3,717Income taxes receivable


1,934



36,044Deferred income taxes


3,746



4,203Total current assets


148,679



140,841Property, plant and equipment, net


453,990



409,552Goodwill


31,726



Intangible assets, net of accumulated amortization of $2,953 and
    $5,244, respectively


10,120



7,518Other assets


13,185



12,242Total assets

$
657,700


$
570,153Current liabilities:Accounts and construction payable-trade

$
43,330


$
26,849Current portion of long-term obligations


1,291



2,022Advanced payments on servicing contracts


405



87Accrued wages and health benefits


5,481



3,581Accrued interest


1,829



4,356Other accrued liabilities


8,541



5,033Total current liabilities


60,877



41,928Long-term debt


208,042



163,594Deferred income taxes


48,552



37,510Long-term capital leases


2,171



275Asset retirement obligation


443



415Stockholders Equity:Preferred stock, non-voting, par $0.01 per share,
    10,000,000 shares authorized Series A
    4% Convertible Preferred stock, non-voting,
    75,000 shares issued, respectively (liquidation preference
    $75 million)


1



1Common stock, voting, par $0.01 per share,
    70,000,000 shares authorized, 23,620,578 and
    30,688,137 shares issued, respectively


236



305Additional paid-in-capital


229,741



301,103Retained earnings


107,637



25,022Total stockholders equity


337,615



326,431Total liabilities and stockholders equity

$
657,700


$
570,153    52




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF OPERATIONS
  Year Ended December 31,2007


2008


2009(In thousands, except share and per share data)Revenue

$
350,770


$
520,889


$
399,463Cost of revenue


252,539



406,044



427,733Gross profit (loss)


98,231



114,845



(28,270
)Selling, general and administrative expenses


36,390



45,702



52,644Goodwill and intangible impairment










33,479Operating income (loss)


61,841



69,143



(114,393
)Interest expense


282



2,834



13,762Other income (expense), net


766



(135
)


1,249Income (loss) before income taxes


62,325



66,174



(126,906
)Income taxes (benefit)Current


14,110



7,058



(35,791
)Deferred


10,460



20,304



(11,500
)24,570



27,362



(47,291
)Net income (loss)

$
37,755


$
38,812


$
(79,615
)Dividends on preferred stock






(108
)


(3,000
)Net income (loss) available to common stockholders

$
37,755


$
38,704


$
(82,615
)Earnings (loss) per common share:Basic

$
1.63


$
1.67


$
(3.39
)Diluted

$
1.63


$
1.64


$
(3.39
)Weighted average shares outstanding-basic


23,100,402



23,150,463



24,334,522Weighted average shares outstanding-diluted


23,195,914



23,661,608



27,334,522    53




---



##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
  Preferred


Common


Additional


RetainedStock


Stock


Paid-in


Earnings


Total(In thousands)BALANCE, DECEMBER 31, 2006

$



$
234


$
182,492


$
31,178


$
213,904Net income














37,755



37,755Issuance of restricted stock awards






1



135







136Restricted stock retired/forfeited






(1
)


(156
)






(157
)Share-based compensation










1,961







1,961BALANCE, DECEMBER 31, 2007






234



184,432



68,933



253,599Net income














38,812



38,812Issuance of preferred stock in connection with acquisition, net
    of offering expenses


1







42,844







42,845Issuance of restricted stock awards






2



175







177Restricted stock retired/forfeited










(232
)






(232
)Share-based compensation










2,522







2,522Preferred stock dividends














(108
)


(108
)BALANCE, DECEMBER 31, 2008


1



236



229,741



107,637



337,615Net loss














(79,615
)


(79,615
)Issuance of common stock, net of offering expenses






69



68,381







68,450Issuance of restricted stock awards






2



194







196Restricted stock retired/forfeited






(2
)


(154
)






(156
)Share-based compensation










2,941







2,941Preferred stock dividends














(3,000
)


(3,000
)BALANCE, DECEMBER 31, 2009

$
1


$
305


$
301,103


$
25,022


$
326,431    54




---



##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2007


2008


2009(In thousands)Cash flows from operations:Net income (loss)

$
37,755


$
38,812


$
(79,615
)Adjustments to reconcile net income (loss) to net cash provided
    by operations:Deferred income taxes


10,460



20,304



(11,499
)Depreciation, amortization and accretion


25,277



41,806



72,418Provision for bad debts


857



1,022



3,262Goodwill and intangible impairment










33,479Loss (gain) on disposal of equipment


302



221



(23
)Stock based compensation


1,961



2,522



2,941Changes in assets and liabilities:Trade accounts receivable


(7,534
)


(51,493
)


31,795Advance on materials for future delivery






(14,992
)


1,393Inventory


(2,982
)


(6,461
)


2,790Prepaid expenses and other assets


(119
)


(1,931
)


1,491Income tax receivable


(3,722
)


1,788



(34,110
)Accounts payable


7,759



13,717



(15,924
)Income tax payable


(542
)






Advance payments on servicing contracts


(733
)


335



(318
)Accrued wages and health benefits


664



2,393



(1,900
)Other accrued liabilities


(100
)


3,663



(981
)Net cash provided by operations


69,303



51,706



5,199Cash flows from investing:Expenditure for property, plant and equipment, net of
    construction payables


(117,774
)


(90,424
)


(28,103
)Acquisition of businesses, net of cash acquired


(9,931
)


(84,242
)


(1,928
)Purchase of short-term investments


(18,967
)






Proceeds from sale of short-term investments


18,967







Proceeds (expenditures) for other assets


(429
)


(1,183
)


(435
)Proceeds from sale of property, plant and equipment


34



1,789



3,778Net cash used in investing


(128,100
)


(174,060
)


(26,688
)Cash flows from financing:Principal payments on long-term debt


(52,274
)


(212,276
)


(230,075
)Proceeds from long-term borrowings


59,850



330,920



185,596Net proceeds from common stock offering










68,450Issuance/retirement of restricted stock, net


(21
)


(55
)


40Payment on capital lease obligations










(1,134
)Payment of preferred dividends






(108
)


(3,000
)Net cash provided by financing


7,555



118,481



19,877Net decrease in cash and cash equivalents


(51,242
)


(3,873
)


(1,612
)Cash and cash equivalents, beginning of period


56,752



5,510



1,637Cash and cash equivalents, end of period

$
5,510


$
1,637


$
25Supplemental disclosure of cash flow data:Interest paid

$
292


$
1,000


$
11,081Income taxes paid


18,262



5,270



167Second lien notes issued in acquisition






80,000



Preferred stock issued in acquisition






42,945



    55




---



##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL STATEMENTS
  1.
    Organization        2.
    Summary
    of Significant Accounting Policies  Basis
    of Presentation
      Estimates
    and Assumptions
    Cash
    and Cash Equivalents
    Trade
    Accounts Receivable
   56




---



##### Table of Contents



Assets
    held for sale
    Advances
    on Material for Future Delivery
  take-or-pay take-or-pay take-or-pay take-or-pay
  Property,
    Plant and Equipment
        Revenue
    Recognition
   57




---



##### Table of Contents



Inventories
    Insurance
    Expense
    Income
    Taxes
      Asset
    Retirement Obligations
    Fair
    Value of Financial Instruments
  Fair Value Measurements
 58




---



##### Table of Contents



Level 1
    quoted prices in active markets for identical assets or
    liabilities;Level 2
    quoted prices in active markets for similar assets and
    liabilities and inputs that are observable for the asset or
    liability; orLevel 3
    unobservable inputs for the asset or liability, such as
    discounted cash flow models or valuations.      Acquisitions
    Goodwill
    and Other Intangible Assets
       59




---



##### Table of Contents



Valuation
    of Finite-Lived Intangible and Tangible Assets
      Concentration
    of Credit Risk
    Stock
    Based Compensation
   60




---



##### Table of Contents



Weighted
    average shares outstanding
        Reclassification
    3.
    Business
    Combinations     61




---



##### Table of Contents



4.
    Property,
    Plant and Equipment    December 31, 2008


December 31, 2009(In thousands)Property, Plant and Equipment:Land

$
453


$
453Building and improvements


16,621



19,647Equipment and vehicles


500,101



540,050Disposal wells and equipment


8,764



8,705Construction in progress


28,065



9,305554,004



578,160Accumulated depreciation


(100,014
)


(168,608
)Total property, plant and equipment, net

$
453,990


$
409,552   5.
    Short and
    Long-term Obligations  Debt
   62




---



##### Table of Contents



2008


2009Credit Facility with interest rates at either LIBOR plus a
    spread of 4.0% or the prime lending rate plus a spread of 2.0%
    due March 2013, collateralized by cash, investment property,
    accounts receivable, inventory, intangibles and equipment

$
127,000


$
82,689Second Lien Notes due November 2013 with an initial interest
    rate of 7.0% per annum which increases 1% per annum on the
    anniversary date of the indenture, collateralized by a second
    priority lien on Superiors assets secured by the Credit
    Facility


80,000



80,000Mortgage notes payable to a bank with interest at the
    banks prime lending rate minus 1%, payable in monthly
    installments of $8,622 plus interest through January 2021,
    collateralized by real property.


1,109



995Notes payable to sellers with nominal interest rates due through
    December 2010, collateralized by specific buildings and
    equipment.


90



36208,199



163,720Less  Payments due within one year


157



126Total

$
208,042


$
163,594     Capital
    Lease Obligations
   63




---



##### Table of Contents



Due in 1 year

$
1,961Due in 2 years


289Total minimum payments


2,250Less amounts representing interest


79Total obligation under capital leases


2,171Less current portion


1,896Long-term portion

$
275   6.
    Stockholders
    equity  Common
    Stock
            Preferred
    Stock
      Dividends
   64




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##### Table of Contents



Liquidation
    Preference
    Redemption
    Voting
    Rights
    Conversion
    Stock
    Incentive Plan
       65




---



##### Table of Contents



Percentage of Total Number ofRestricted Shares as to WhichNumber of Full Years

Forfeiture Restrictions LapseLess than 1 year


0
%1 year


15
%2 years


30
%3 years


45
%4 years


60
%5 years or more


100
%     Weighted AverageNumber of


Grant Date FairShares


Value per ShareNonvested at December 31, 2006


285,900


$
28.47Granted


135,200



23.05Vested


(36,770
)


28.22Forfeited


(5,450
)


25.54Retired


(7,465
)


28.29Nonvested at December 31, 2007


371,415



26.57Granted


176,400



16.98Vested


(50,479
)


26.92Forfeited


(22,870
)


24.26Retired


(11,380
)


27.28Nonvested at December 31, 2008


463,086



22.97Granted


195,750



8.94Vested


(73,570
)


24.88Forfeited


(67,995
)


17.69Retired


(9,216
)


25.51Nonvested at December 31, 2009


508,055


$
17.95    66




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##### Table of Contents



7.
    Income
    taxes        For the Year Ended December 31,2007


2008


2009(Amounts in thousands)Current:State and local

$
2,246


$
1,602


$
(1,265
)U.S. federal


11,864



5,456



(34,526
)Total current


14,110



7,058



(35,791
)Deferred:State and local


1,851



3,169



(4,901
)U.S. federal


8,609



17,135



(6,599
)Total deferred


10,460



20,304



(11,500
)Provision (benefit) for income tax expense

$
24,570


$
27,362


$
(47,291
)     For the Year Ended December 31,2008


2009(Amounts in thousands)Deferred tax assets:Restricted stock

$
1,233


$
1,464Accrued expenses and other


1,516



1,330Alternative minimum tax


505



Net operating loss carry forward






22,360Allowance for doubtful accounts receivable


1,022



2,227Total deferred tax assets


4,276



27,381Deferred tax liabilities:Depreciation differences on property, plant and equipment


(49,082
)


(60,688
)Total deferred tax liabilities


(49,082
)


(60,688
)Net deferred taxes

$
(44,806
)

$
(33,307
)  67




---



##### Table of Contents



For the Year Ended December 31,2007


2008


2009Federal statutory tax rate


35
%


35
%


(35
)%Impact of vesting of restricted stock






1



1Domestic production activities


(3
)


(1
)


1State income taxes, net of federal benefit


4



5



(5
)Other


3



1



1Effective income tax rate


39
%


41
%


(37
)%     8.
    401(k)
    Plan    9.
    Related-Party
    Transactions           68




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##### Table of Contents



10.
    Business
    segment information          Year Ended December 31, 2009Technical

FluidServices

Logistics

Corporate

Total(In thousands)Net revenue

$
378,483


$
20,980


$



$
399,463Depreciation, amortization and accretion

$
66,180


$
5,698


$
540


$
72,418Operating (loss)

$
(84,781
)

$
(15,424
)

$
(14,370
)

$
(114,393
)Capital expenditures

$
27,786


$
45


$
272


$
28,103As of December 31, 2009 Segment assets

$
523,595


$
41,175


$
5,383


$
570,153     Technical


FluidServices


Logistics


TotalAs of December 31, 2008

$
24,859


$
6,867


$
31,726Goodwill acquired


1,387







1,387Goodwill impairment


(26,246
)


(6,867
)


(33,113
)As of December 31, 2009

$



$



$
   Year Ended December 31, 2008Technical

FluidServices

Logistics

Corporate

Total(In thousands)Net revenue

$
514,568


$
6,321


$



$
520,889Depreciation and amortization

$
41,073


$
484


$
249


$
41,806Operating (loss)

$
79,056


$
715


$
(10,628
)

$
69,143Capital expenditures

$
89,383


$
8


$
1,033


$
90,424As of December 31, 2008 Segment assets

$
581,132


$
68,775


$
7,793


$
657,700  69




---



##### Table of Contents



Technical


FluidServices


Logistics


TotalAs of December 31, 2008

$
5,850


$



$
5,850Goodwill acquired


19,009



6,867



25,876As of December 31, 2009

$
24,859


$
8,867


$
31,726     2008


2009Segment operating income (loss)

$
69,143


$
(114,393
)Interest expense


2,834



13,762Other expense (income), net


135



(1,249
)Income taxes (benefit)


27,362



(47,291
)Net income (loss)

$
38,812


$
(79,615
)       11.
    Commitments
    and Contingencies      take-or-pay take-or-pay take-or-pay take-or-pay take-or-pay
      12.
    Fair
    Value of Financial Instruments   70




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##### Table of Contents



13.
    Guarantees
    of Securities Registered  Form S-3
  14.
    Quarterly
    Financial Information (Unaudited)    2009First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except share information)Revenue

$
122,281


$
90,492


$
90,772


$
95,918Cost of revenue


125,320



102,636



95,491



104,286Gross profit (loss)


(3,039
)


(12,144
)


(4,719
)


(8,368
)Selling, general and administrative expenses


16,055



13,948



11,418



11,223Goodwill and intangible impairment






33,155



324



Operating loss


(19,094
)


(59,247
)


(16,461
)


(19,591
)Interest expense


(3,176
)


(3,150
)


(3,806
)


(3,630
)Other (expense) income


(193
)


109



494



839Income tax benefit


(7,752
)


(24,376
)


(7,988
)


(7,175
)Net loss before dividends on preferred stock


(14,711
)


(37,912
)


(11,785
)


(15,207
)Dividends on preferred stock


(750
)


(750
)


(750
)


(750
)Net loss available to common stockholders

$
(15,461
)

$
(38,662
)

$
(12,535
)

$
(15,957
)Net loss per common shareBasic

$
(0.67
)

$
(1.66
)

$
(0.54
)

$
(0.58
)Diluted

$
(0.67
)

$
(1.66
)

$
(0.54
)

$
(0.58
)Average Shares OutstandingBasic


23,205



23,221



23,224



27,657Diluted


26,205



26,221



26,224



30,657   71




---



##### Table of Contents



2008First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except share information)Revenue

$
93,441


$
119,734


$
146,008


$
161,706Cost of revenue(1)


78,778



92,435



109,686



125,145Gross profit


14,663



27,299



36,322



36,561Selling, general and administrative expenses(1)


9,544



10,682



11,388



14,088Operating income


5,119



16,617



24,934



22,473Interest expense


(177
)


(233
)


(466
)


(1,958
)Other income (expense)


(343
)


(40
)


246



2Income tax expense


(2,196
)


(6,753
)


(9,806
)


(8,607
)Net income before dividends on preferred stock


2,403



9,591



14,908



11,910Dividends on preferred stock














(108
)Net income available to common stockholders

$
2,403


$
9,591


$
14,908


$
11,802Net income per common shareBasic

$
0.10


$
0.41


$
0.64


$
0.51Diluted

$
0.10


$
0.41


$
0.64


$
0.48Average Shares OutstandingBasic


23,141



23,153



23,154



23,154Diluted


23,226



23,269



23,321



24,589     (1)
    
    We had a $1.7 million reduction in compensation accruals in
    the fourth quarter of 2008. As a result, cost of revenue and
    selling, general and administrative expense were reduced by
    $1.4 million and $0.3 million, respectively. 72




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure    Item 9A.
    Controls
    and Procedures  Rules 13a-15(f) 15d-15(f)).
        rule 13a-15(b), rules 13a-15(e) 15d-15(e)
    Item 9B.
    Other
    Information   PART III Item 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K
 73




---



##### Table of Contents



www.swsi.com
  Item 11.
    Executive
    Compensation  Regulation S-K
  Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholders Matters  Regulation S-K
  Item 13.
    Certain
    Relationships, Related Transactions, and Director
    Independence  Regulation S-K
  Item 14.
    Principal
    Accounting Fees and Services   74




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)
    List of documents filed as part of this Annual Report on
    Form 10-K: Page(1)  Financial StatementsManagements Report on Internal Control Over
    Financial Reporting


50Report of Independent Registered Public
    Accounting Firm


51Consolidated Balance Sheet


52Consolidated Statements of Operations


53Consolidated Statements of Changes in
    Stockholders Equity


54Consolidated Statements of Cash Flows


55Notes to Consolidated Financial Statements


56(2)  Financial Statement SchedulesSchedule II Valuation and Qualifying
    Accounts


80
     (b)
    Exhibits  3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).3
.2

Amended and Restated Bylaws (incorporated by reference to
    Exhibit 3.2 to
    Form 8-K
    (SEC File No. 000-51435)
    filed on August 3, 2005).3
.3

Certificate of Designations for Series A
    4% Convertible Preferred Stock (incorporated by reference
    to Exhibit 3.1 to
    Form 8-K
    filed on November 21, 2008).4
.1

Specimen Stock Certificate representing our common stock
    (incorporated by reference to Exhibit 4.1 to Registration
    Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on June 24, 2005).4
.2

Registration Rights Agreement dated as of July 28, 2005 by
    and among the Superior Well Services, Inc. and the stockholders
    signatory thereto (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    (SEC File No. 000-51435)
    filed on August 3, 2005).4
.3

Form of Restricted Stock Agreement for Employees without
    Employment Agreements (filed as Exhibit 4.1 to Registration
    Statement on
    Form S-8
    (Registration
    No. 333-130615)
    filed on December 22, 2005).4
.4

Form of Restricted Stock Agreement for Executives with
    Employment Agreements (filed as Exhibit 4.2 to Registration
    Statement on
    Form S-8
    (Registration
    No. 333-130615)
    filed on December 22, 2005).4
.5

Form of Restricted Stock Agreement for Non-Employee Directors
    (filed as Exhibit 4.3 to Registration Statement on
    Form S-8
    (Registration
    No. 333-130615)
    filed on December 22, 2005).4
.6

2005 stock Incentive Plan (incorporated by reference to
    Exhibit 10.1 to Quarterly Report on
    Form 10-Q
    (SEC File
    No. 000-51435)
    filed on September 1, 2005).4
.7

Indenture, dated as of November 18, 2008, between Superior
    Well Services, Inc. and its Subsidiaries and Wilmington
    Trust FSB (as Trustee and Collateral Agent), relating to
    the Second Lien Notes due 2013 (incorporated by reference to
    Exhibit 4.1 to
    Form 8-K
    filed on November 21, 2008).10
.1

Amended and Restated Employment Agreement between David E.
    Wallace and Superior Well Services, Inc. dated
    September 15, 2008 (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on September 18, 2008).10
.2

Amended and Restated Employment Agreement between Jacob
    Linaberger and Superior Well Services, Inc. dated
    September 15, 2008 (incorporated by reference to
    Exhibit 10.2 to
    Form 8-K
    filed on September 18, 2008). 75




---



##### Table of Contents



10
.3

Amended and Restated Employment Agreement between Thomas
    W.Stoelk and Superior Well Services, Inc. dated
    September 15, 2008 (incorporated by reference to
    Exhibit 10.4 to
    Form 8-K
    filed on September 18, 2008).10
.4

Amended and Restated Employment Agreement between Rhys R. Reese
    and Superior Well Services, Inc. dated September 15, 2008
    (incorporated by reference to Exhibit 10.3 to
    Form 8-K
    filed on September 18, 2008).10
.5

Indemnification Agreement between David E. Wallace and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.7 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.6

Indemnification Agreement between Jacob B. Linaberger and
    Superior Well Services, Inc., dated August 3, 2005
    (incorporated by reference to Exhibit 10.8 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.7

Indemnification Agreement between Thomas W.Stoelk and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.9 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.8

Indemnification Agreement between Rhys R. Reese and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.10 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.9

Indemnification Agreement between Mark A. Snyder and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.12 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.10

Indemnification Agreement between David E. Snyder and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.13 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.11

Indemnification Agreement between Charles C. Neal and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.14 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.12

Indemnification Agreement between John A. Staley, IV and
    Superior Well Services, Inc., dated August 3, 2005
    (incorporated by reference to Exhibit 10.15 to
    Form 8-K
    (SEC File
    No. 000-51435)
    filed on August 3, 2005).10
.13

Indemnification Agreement between Anthony J. Mendicino and
    Superior Well Services, Inc. dated August 30, 2005
    (incorporated by reference to Exhibit 10.16 to the
    Companys Quarterly Report on
    Form 10-Q
    (SEC File
    No. 000-51435)
    filed on September 1, 2005).10
.14

Employment Agreement between Daniel Arnold and Superior Well
    Services, Inc., dated May 14, 2007 (incorporated by
    reference to Exhibit 10.1 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on August 8, 2007).10
.15

Indemnification Agreement between Daniel Arnold and Superior
    Well Services, Inc. dated May 14, 2007 (incorporated by
    reference to Exhibit 10.2 to the Companys Quarterly
    Report on
    Form 10-Q
    filed on August 8, 2007).10
.16

Employment Agreement between Michal J. Seyman and Superior Well
    Services Inc. dated December 21, 2009 (incorporated by
    reference to Exhibit 10.1 to
    Form 8-K
    filed on December 21, 2009).10
.17

Non-Employee Director Compensation Summary (incorporated by
    reference to Exhibit 10.30 to Annual Report on
    Form 10-K
    filed on March 11, 2008).10
.18

Agreement dated October 2, 2007 between U.S. Silica and
    Superior Well Services, Inc. (incorporated by reference to
    Exhibit 10.30 to Annual Report on
    Form 10-K
    filed on March 11, 2008).10
.19

Revolving Credit Agreement among Superior Well Services Inc.,
    Lenders Party, Citizens Bank of Pennsylvania (as Administrative
    Agent) and RBS Securities Corporation dated as of
    September 30, 2008 (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on October 3, 2008).10
.20

First Amendment to Credit Agreement by and among Superior Well
    Services, Inc., the Lenders party thereto, Citizens Bank of
    Pennsylvania, as Administrative Agent, and RBS Securities, Inc.,
    as Sole Lead Arranger (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on September 24, 2009). 76




---



##### Table of Contents



10
.21

Second Amendment to Credit Agreement by and among Superior Well
    Services, Inc., the Lenders party thereto, Citizens Bank of
    Pennsylvania, as Administrative Agent, and RBS Securities, Inc.,
    as Sole Lead Arranger (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on December 23, 2009).10
.22

Asset Purchase Agreement among Superior Well Services, Inc.,
    Superior Well Services, Ltd., Diamondback Holdings, LLC and
    Diamondbacks Subsidiaries dated September 15, 2008
    (incorporated by reference to Exhibit 10.1 to
    Form 8-K
    filed on September 18, 2008).10
.23

First Amendment to Asset Purchase Agreement entered into by
    Superior Well Services, Inc. and Superior Well Services, Ltd.
    and Diamondback Holdings, LLC and its Subsidiaries on
    November 18, 2008 (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on November 21, 2008).10
.24

Registration Rights Agreement dated November 18, 2008 among
    Superior Well Services, Inc., Designated Holders and Diamondback
    Holdings, LLC (incorporated by reference to Exhibit 10.2 to
    Form 8-K
    filed on November 21, 2008).10
.25

Sand Purchase Agreement dated October 10, 2008 among
    Superior Well Services, Inc. and Preferred Rocks USS, Inc. and
    U.S. Silica Company (incorporated by reference to
    Exhibit 10.1 to
    Form 10-Q
    filed on November 4, 2008).12
.1*

Ratio of Earnings to Fixed Charges and Earnings to Fixed Charges
    and Preference Securities Dividends21
.1*

List of Subsidiaries23
.1*

Consent of Independent Registered Public Accounting Firm24
.1*

Power of Attorney (included on signature page hereto).31
.1*

Sarbanes-Oxley Section 302 certification of David E.
    Wallace for Superior Well Services, Inc. for the Annual Report
    on
    Form 10-K
    for the year ended December 31, 2009.31
.2*

Sarbanes-Oxley Section 302 certification of. Thomas
    W. Stoelk for Superior Well Services, Inc. for the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2009.32
.1**

Sarbanes-Oxley Section 906 certification of David E.
    Wallace for Superior Well Services, Inc. for the Annual Report
    on
    Form 10-K
    for the year ended December 31, 2009.32
.2**

Sarbanes-Oxley Section 906 certification of Thomas
    W. Stoelk for Superior Well Services, Inc. for the Annual
    Report on
    Form 10-K
    for the year ended December 31, 2009.    *
    
    Filed herewith.**
    
    Furnished herewith.
    
    Management contract or compensatory plan or arrangement.(b) SchedulesSchedule II Valuation and qualifying accounts. 77




---



##### Table of Contents



SIGNATURES
      By:
    /s/  Thomas
    W. Stoelk   Vice President and Chief Financial Officer
 (principal financial officer)
  Form 10-K,
    Signature

Title/Capacity

Date/s/  David
    E. WallaceDavid
    E. Wallace

Chief Executive Officer and Chairman of the Board (principal
    executive officer)

March 9, 2010/s/  Jacob
    B. LinabergerJacob
    B. Linaberger

President

March 9, 2010/s/  Thomas
    W. StoelkThomas
    W. Stoelk

Vice President & Chief Financial Officer (principal
    financial officer and
    principal accounting officer)

March 9, 2010/s/  Rhys
    R. ReeseRhys
    R. Reese

Executive Vice President, Chief Operating  Officer &
    Secretary

March 9, 2010/s/  David
    E. SnyderDavid
    E. Snyder

Director

March 9, 2010/s/  Mark
    A. SnyderMark
    A. Snyder

Director

March 9, 2010/s/  Charles
    C. NealCharles
    C. Neal

Director

March 9, 2010/s/  John
    A. Staley, IVJohn
    A. Staley, IV

Director

March 9, 2010 78




---



##### Table of Contents



Signature

Title/Capacity

Date/s/  Edward
    J. DiPaoloEdward
    J. DiPaolo

Director

March 9, 2010/s/  Anthony
    J. MendicinoAnthony
    J. Mendicino

Director

March 9, 2010  79




---



##### Table of Contents



Schedule II



Valuation
    and Qualifying Accounts  Allowance
    for Uncollectible Accounts Receivable
  Col. A

Col. B


Col. C


Col. D


Col. EBalance at


AdditionsBeginning


Charged to Costs


Charged to Other





Balance at endDescription

of Period


and Expenses


Accounts


Deductions


of PeriodYear Ended December 31, 2007

$
771,636



857,130










$
1,628,757Year Ended December 31, 2008

$
1,628,757



1,171,920







45,677


$
2,755,000Year Ended December 31, 2009

$
2,755,000



4,499,852







1,454,539


$
5,800,313  80