##### Table of Contents





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, 2007ORo

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d)
    OF THE SECURITIES EXCHANGE ACT OF
    1934.   Commission File
    No. 000-51435
  SUPERIOR WELL SERVICES,
    INC.
 (Exact name of registrant as
    specified in its charter)
  Delaware

20-2535684(State or other jurisdiction
    of

(I.R.S. Employerincorporation or
    organization)

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(Title of class)

The NASDAQ Stock Market LLC(Exchange)   SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
    ACT:
  None
  o þ
  o þ
  þ 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




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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


11Item 1B.


Unresolved Staff Comments


17Item 2.


Properties


18Item 3.


Legal Proceedings


18Item 4.


Submission of Matters to a Vote of Security
    Holders


18PART IIItem 5.


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


19Item 6.


Selected Financial Data


20Item 7.


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


22Item 7A.


Quantitative and Qualitative Disclosures about
    Market Risk


39Item 8.


Financial Statements and Supplementary
    Data


40Item 9.


Changes in and Disagreements With Accountants
    on Accounting and Financial Disclosure


55Item 9A.


Controls and Procedures


56Item 9B.


Other Information


56PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


56Item 11.


Executive Compensation


56Item 12.


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


57Item 13.


Certain Relationships, Related Transactions
    and Director Independence


57Item 14.


Principal Accounting Fees and Services


57PART IVItem 15.


Exhibits and Financial Statement
    Schedules


58EX-10.30Exhibit 10.31EX-23.1EX-31.1EX-31.2EX-32.1EX-32.2




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##### Table of Contents



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




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##### Table of Contents



Nitrogen Services.
    Cementing Services.
     4




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Down-Hole
    Surveying Services
      Logging Services.
  Perforating Services.
  Competition
    Customers
    and Markets
   5




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##### Table of Contents



2005(1)


2006(2)


2007(3)Percent of





Percent of


Percent of





Percent ofRegion

Revenue


Revenue


Revenue


Revenue


Revenue


Revenue


RevenueAppalachian





$
71,695



54.4
%

$
118,943



48.6
%

$
158,894



45.3
%Southeast






34,274



26.0



58,491



23.9



66,690



19.0Southwest














6,832



2.8



37,565



10.7Mid-Continent






21,073



16.0



43,566



17.8



56,063



16.0Rocky Mountain






4,691



3.6



16,794



6.9



31,558



9.0Total





$
131,733



100
%

$
244,626



100
%

$
350,770



100
%     (1)
    
    We commenced operations in the Rocky Mountain region in the
    first quarter of 2005 by establishing a service center in
    Vernal, Utah. We expanded our operations in the Appalachian and
    the Southeast regions in the second quarter of 2005 by
    establishing service centers in Gaylord, Michigan and Bossier
    City, Louisiana, respectively. In the fourth quarter of 2005, we
    expanded our operations in the Mid-Continent region by
    establishing a service center in Van Buren, Arkansas.(2)
    
    We expanded the Appalachian region by establishing service
    centers in Buckhannon, West Virginia and Norton, Virginia during
    the first and second quarters of 2006, respectively. We expanded
    the Rocky Mountain and Southwest regions in the third quarter of
    2006 by establishing service centers in Farmington, New Mexico
    and Alvarado, Texas, respectively. Additionally, during the
    fourth quarter of 2006 we established our first down-hole
    surveying service center in the Rocky Mountain region when we
    acquired wireline assets in Trinidad, Colorado.(3)
    
    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 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 is
    expected to start generating revenues during the second quarter
    of 2008.    Customer

Length of Relationship


% of 2007 RevenueAtlas America, Inc.(1)


9 years



12.0
%Chesapeake Energy Corp(2)


4 years



8.7
%EOG Resources, Inc.(3)


6 years



5.7
%CNX Gas Company, LLC(4)


6 years



4.2
%Consolidation Coal Company(5)


4 years



3.7
%     (1)
    
    We service Atlas America, Inc. from our Appalachian region
    service centers.(2)
    
    We service Chesapeake Energy Corp. from our Appalachian,
    Mid-Continent, Southwest and Southeast region service centers.(3)
    
    We service EOG Resources, Inc. from our Appalachian, Southwest
    and Southeast region service centers.(4)
    
    We service CNX Gas Company (a subsidiary of Consol Energy) from
    our Appalachian region service centers.(5)
    
    We service Consolidation Coal Company (a subsidiary of Consol
    Energy) from our Appalachian and Southeast region service
    centers. 6




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##### Table of Contents



Suppliers
    Length of Relationship


% of 2007 PurchasesRaw Materials

with Largest Supplier


with Largest SupplierFracturing Sand


11 years



9.7
%Fracturing and Cementing Chemicals


11 years



8.7
%Nitrogen


9 years



8.5
%     Length of Relationship

% of 2007 PurchasesEquipment

with Largest Supplier

with Largest SupplierFrac Trailers


5 years



10.9
%Blenders


11 years



10.4
%     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.         7




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Safety
    Program
    Environmental
    Regulation
           8




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##### Table of Contents



on-site
    and/or
 9




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Employees
    Available
    Information
  www.swsi.com Form 10-K, Form 10-Q, Form 8-K
 10




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##### Table of Contents



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.    A
    decline in or substantial volatility of natural gas and crude
    oil commodity prices could adversely affect the demand for our
    services.
     11




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We may
    incur substantial indebtedness or issue additional equity
    securities to execute our growth strategy, which may reduce our
    profitability and result in significant dilution to our
    stockholders.
    If we
    do not successfully manage the potential difficulties associated
    with our 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;
    increased administrative burden; and
    increased logistical problems common to large, expansive
    operations.       12




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##### Table of Contents



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 Atlas America, Inc. or Chesapeake Energy Corp., in
    particular, may adversely affect our financial
    results.
      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.
   13




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##### Table of Contents



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;
    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 recently experienced shortages in the availability
    of qualified field personnel. Any difficulty we experience
    adding or replacing qualified field personnel could adversely
    affect our business.
      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.
   14




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##### Table of Contents



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.
       15




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##### Table of Contents



Clean-up
  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.
    Complying
    with Section 404 of the Sarbanes-Oxley Act of 2002 may
    strain our financial and management resources.
    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.
      Our
    future indebtedness could restrict our operations and make us
    more vulnerable to adverse economic conditions.
   16




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##### Table of Contents




    impair our ability to make investments and obtain additional
    financing for working capital, capital expenditures,
    acquisitions or other general corporate purposes;
    limit our ability to use operating cash flow in other areas of
    our business because we must dedicate a substantial portion of
    these funds to make principal and interest payments on our
    indebtedness;
    limit our ability to borrow funds that may be necessary to
    operate or expand our business;
    put us at a competitive disadvantage to competitors that have
    less debt;
    increase our vulnerability to interest rate increases; and
    hinder our ability to adjust to rapidly changing economic and
    industry conditions.    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   17




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##### Table of Contents



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, 2008


Yes



NoCleveland, OK

March, 2009


No



YesMercer, PA(1)

N/A


No



NoWooster, OH

December, 2009


Yes



NoGaylord, MI

November, 2010


Yes



YesBossier City, LA

December, 2012


Yes



NoEnid, OK(1)

N/A


No



NoBlack Lick, PA(1)

N/A


No



NoVernal, UT

September, 2017


No



NoVan Buren, AR

May, 2009


Yes



NoBuckhannon, WV

February, 2010


Yes



NoNorton, VA

March, 2009


Yes



NoAlvarado, TX

March, 2011


Yes



YesFarmington, NM

January, 2015


Yes



NoTrinidad, CO(1)

N/A


No



NoOklahoma City, OK(1)

N/A


No



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

June, 2010


Yes



Yes     (1)
    
    The lease is month-to-month.  Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   18




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##### Table of Contents



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, 2007First Quarter

$
25.54


$
21.20Second Quarter

$
28.02


$
22.18Third Quarter

$
26.24


$
17.10Fourth Quarter

$
23.45


$
18.87Fiscal Year Ended December 31, 2006First Quarter

$
30.41


$
22.10Second Quarter

$
40.13


$
22.86Third Quarter

$
27.43


$
16.80Fourth Quarter

$
26.62


$
17.81   Dividend
    Policy
    Purchases
    of Equity Securities By the Issuer and Affiliated
    Purchases
   19




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##### Table of Contents



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


2006


20072003


2004


(Superior Well


(Superior Well


(Superior Well(Partnerships)


(Partnerships)


Services, Inc.)


Services, Inc.)


Services, Inc.)(In thousands, except per share information)Statements of Income Data:Revenue

$
51,462


$
76,041


$
131,733


$
244,626


$
350,770Cost of revenue


35,581



54,447



90,258



165,877



252,539Gross profit


15,881



21,594



41,475



78,749



98,231Selling, general and administrative expenses


7,609



11,339



17,809



25,716



36,390Operating income


8,272



10,255



23,666



53,033



61,841Interest expense


78



310



566



478



282Other (expense) income


20



(148
)


193



159



766Income tax expense










13,826



20,791



24,570Net income

$
8,214


$
9,797


$
9,467


$
31,923


$
37,755Pro Forma income tax expense (unaudited)(1)


(3,528
)


(4,249
)










Net income adjusted for pro forma income tax expense (unaudited)

$
4,686


$
5,548











Net income per common share(2)Basic

$
0.24


$
0.29


$
0.49


$
1.63


$
1.63Diluted

$
0.24


$
0.29


$
0.49


$
1.63


$
1.63Average Shares OutstandingBasic


19,376,667



19,376,667



19,317,436



19,568,749



23,100,402Diluted


19,376,667



19,376,667



19,317,436



19,568,749



23,195,914Statements of Cash Flow Data:Net cash provided by operations

$
6,692


$
12,790


$
16,742


$
35,949


$
69,303Net cash used in investing


(10,765
)


(19,290
)


(40,091
)


(78,902
)


(128,100
)Net cash provided by financing


4,827



6,751



32,570



88,940



7,555Capital expenditures, net of construction payables


9,150



19,300



39,920



69,816



117,774Acquisitions, net of cash acquired


2,125











9,150



9,931Depreciation and amortization


3,465



5,057



8,698



14,453



25,277Balance Sheet Data (at period end):Cash and cash equivalents

$
1,293


$
1,544


$
10,765


$
56,752


$
5,510Property, plant and equipment, net


26,036



40,594



72,691



141,424



240,863Total assets


37,225



56,682



113,091



259,034



327,087Long-term debt


80



11,093



1,258



1,597



9,165Partners capital


30,112



33,819











Stockholders Equity










91,393



213,904



253,599Other Financial Data:EBITDA(3)

$
11,757


$
15,164


$
32,557


$
67,645


$
87,884  20




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##### Table of Contents



(1)
    
    Prior to our initial public offering in August 2005, we were not
    subject to federal or state income taxes due to our partnership
    structure. Pro forma income tax expense (unaudited) has been
    computed at statutory rates to reflect the pro forma effect on
    net income for periods prior to our holding company
    restructuring in August 2005.(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. For the calculations of
    earnings per share for the years ended December 31, 2003
    through 2004, all shares are assumed to have been issued at the
    beginning of the period resulting in 19,376,667 average shares
    outstanding.(3)
    
    We define EBITDA as earnings (net income) before interest
    expense, income tax expense and depreciation and amortization
    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. 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
    EBITDA:  
    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 credit facilities;
    in communications with lenders concerning our financial
    performance; and
    to evaluate the viability of potential acquisitions and overall
    rates of return.    Year Ended December 31,2005

2006

20072003

2004

(Superior Well

(Superior Well

(Superior Well(Partnerships)

(Partnerships)

Services, Inc.)

Services, Inc.)

Services, Inc.)Reconciliation of EBITDA to Net Income:Net income

$
8,214


$
9,797


$
9,467


$
31,923


$
37,755Income tax expense










13,826



20,791



24,570Interest expense


78



310



566



478



282Depreciation and amortization


3,465



5,057



8,698



14,453



25,277EBITDA

$
11,757


$
15,164


$
32,557


$
67,645


$
87,884  21




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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 the 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 certain factors such as those set
    forth below under Forward-Looking Statements.
  Overview
    Services
    Offered
    Year Ended December 31,2005


2006


2007(Dollars in thousands)Revenue:Technical pumping services

$
119,210



90.5
%

$
219,624



89.8
%

$
304,949



86.9
%Down-hole surveying services


12,523



9.5
%


25,002



10.2
%


45,821



13.1
%Total revenue

$
131,733



100.0
%

$
244,626



100.0
%

$
350,770



100.0
%     Technical
    Pumping Services
    Down-Hole
    Surveying Services
   22




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How We
    Generate Our Revenue
    set-up set-up
  How We
    Evaluate Our Operations
    Operating
    Income per Operating Region.
  Mid-Continent
   23




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##### Table of Contents



Material
    and Labor Expenses as a Percentage of Revenue.
        Selling,
    General and Administrative Expenses as a Percentage of
    Revenue.
    EBITDA.
    
    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 credit facilities;
    in communications with lenders concerning our financial
    performance; and
    to evaluate the viability of potential acquisitions and overall
    rates of return.  How We
    Manage Our Operations
    Service
    Crew Performance.
   24




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##### Table of Contents



Equipment
    Maintenance Performance.
    Customer
    Satisfaction.
    Safety
    Performance.
    Our
    Industry and Overview
     25




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##### Table of Contents



2008
    Business Outlook
    Our
    Growth Strategy
      2005


2006


2007Percent of





Percent of





Percent ofRegion

Revenue


Revenue


Revenue


Revenue


Revenue


RevenueAppalachian

$
71,695



54.4
%

$
118,943



48.6
%

$
158,894



45.3
%Southeast


34,274



26.0



58,491



23.9



66,690



19.0Southwest










6,832



2.8



37,565



10.7Mid-Continent


21,073



16.0



43,566



17.8



56,063



16.0Rocky Mountain


4,691



3.6



16,794



6.9



31,558



9.0Total

$
131,733



100
%

$
244,626



100
%

$
350,770



100
%       Our
    Results of Operations
   26




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##### Table of Contents



Year Ended December 31,2005


2006


2007(In thousands)Statement of Operations DataRevenue:Technical pumping services

$
119,210


$
219,624


$
304,949Down-hole surveying services


12,523



25,002



45,821Total revenue


131,733



244,626



350,770Expenses:Cost of revenue


90,258



165,877



252,539Selling, general and administrative


17,809



25,716



36,390Total expenses


108,067



191,593



288,929Operating income

$
23,666


$
53,033


$
61,841   Fourth
    Quarter 2007 Results
  Revenue.
    Cost of
    Revenue.
   27




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##### Table of Contents



start-up
    Selling,
    General and Administrative Expenses.
  start-up
  Operating
    Income.
  start-up
  Year
    Ended December 31, 2007 Compared to Year Ended
    December 31, 2006
  Revenue.
   28




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##### Table of Contents



Mid-Continent, start-up start-up
      Cost of
    Revenue.
   29




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##### Table of Contents



Selling,
    General and Administrative Expenses.
    Operating
    Income and EBITDA.
  start-up start-up
  Year
    Ended December 31, 2006 Compared to Year Ended
    December 31, 2005
  Revenue.
   30




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Cost of
    Revenue.
    Selling,
    General and Administrative Expenses.
   31




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##### Table of Contents



Operating
    Income.
    Items Impacting
    Comparability of Our Financial Results
  Changes
    in Our Legal Structure.
     32




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##### Table of Contents



Public
    Company Expenses.
    Non-cash
    Compensation Expense.
    Liquidity
    and Capital Resources
    Financial
    Condition and Cash Flows
  Financial
    Condition.
    Cash
    flows from operations.
   33




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##### Table of Contents



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 or upgrade 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.     34




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##### Table of Contents



Less Than








After 5Contractual Cash Obligations

Total


1 Year


1-3 Years


4-5 Years


YearsLong term and short term debt

$
9,555


$
390


$
8,356


$
207


$
602Operating leases


18,825



4,871



7,968



4,048



1,938Purchase obligations


57,400



50,200



7,200







Total

$
85,780


$
55,461


$
23,524


$
4,255


$
2,540   Off-Balance
    Sheet Arrangements
    Description
    of Our Indebtedness
    60-month
      Accounting
    standards not yet adopted
     35




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##### Table of Contents



Critical
    Accounting Policies
      Revenue
    Recognition
     36




---



##### Table of Contents



Property,
    Plant and Equipment
    Impairment
    of Long-Lived Assets
      
    changes in general economic conditions in regions in which our
    services are located;
    the price of natural gas and crude oil;
    our ability to negotiate favorable sales arrangements; and
    our competition from other service providers.    Goodwill
    and Other Intangible Assets
  non-amortizable
  Contingent
    Liabilities
   37




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##### Table of Contents



Insurance
    Expenses
    Stock-Based
    Compensation
    Impact
    of Inflation
    Forward-Looking
    Statements and Risk Factors
  Form 10-K
  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 natural gas and crude
    oil commodity prices; 38




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##### Table of Contents




    overcapacity and competition in our industry;
    unanticipated costs, delays and other difficulties in executing
    our growth strategy;
    the loss of one or more significant 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.
  Commodity Price Risk.
 39




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##### 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     40




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##### Table of Contents



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
     Internal Control 
    Integrated Framework
        Internal Control 
    Integrated Framework
  Schneider
    Downs & Co., Inc.
    41




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##### Table of Contents



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


December 31,2006


2007(In thousands, exceptper share data)Current Assets:Cash and cash equivalents

$
56,752


$
5,510Trade accounts receivable, net of allowance of $772 and $1,629,
    respectively


47,325



54,002Inventories


6,951



9,933Prepaid expenses and other current assets


908



1,027Income taxes receivable






3,722Deferred income taxes


507



1,827Total current assets


112,443



76,021Property, Plant and Equipment:Land


420



420Building and improvements


3,323



4,776Equipment and vehicles


149,195



266,444Construction in progress


24,922



29,814177,860



301,454Accumulated depreciation


(36,436
)


(60,591
)Total property, plant and equipment, net


141,424



240,863Goodwill


2,850



5,850Intangible assets, net of accumulated amortization of $1,010 and
    $1,815, respectively


1,416



3,242Deferred income taxes


585



366Other assets


316



745Total assets

$
259,034


$
327,087Current Liabilities:Accounts and construction payable-trade

$
21,565


$
31,497Income taxes payable


542



Current portion of long-term debt


382



390401(k) plan contribution and withholding


1,982



1,615Advance payments on servicing contracts


803



70Accrued wages and health benefits


1,462



2,126Other accrued liabilities


1,664



1,931Total current liabilities


28,400



37,629Long-term debt


1,597



9,165Deferred income taxes


15,133



26,694Stockholders Equity:Common stock, voting, par $.01 per share, 70,000,000 shares
    authorized, 23,352,567 and 23,474,552 shares issued at
    December 31, 2006 and 2007, respectively


234



234Additional paid-in capital


182,492



184,432Retained earnings


31,178



68,933Total stockholders equity


213,904



253,599Total liabilities and stockholders equity

$
259,034


$
327,087    42




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF INCOME
  Years Ended December 31,2005


2006


2007Revenue

$
131,733


$
244,626


$
350,770Cost of revenue


90,258



165,877



252,539Gross profit


41,475



78,749



98,231Selling, general and administrative expenses


17,809



25,716



36,390Operating income


23,666



53,033



61,841Interest expense


(566
)


(478
)


(282
)Other income


193



159



766Income before income taxes


23,293



52,714



62,325Income taxesCurrent


4,542



16,033



14,110Deferred


9,284



4,758



10,46013,826



20,791



24,570Net income

$
9,467


$
31,923


$
37,755Earnings per common share:Basic

$
0.49


$
1.63


$
1.63Diluted

$
0.49


$
1.63


$
1.63Weighted average shares outstanding-basic


19,317,436



19,568,749



23,100,402Weighted average shares outstanding-diluted


19,317,436



19,568,749



23,195,914    43




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##### Table of Contents



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


Superior Well Services, Inc.Accumulated








Additional


RetainedPartners


Comprehensive


Less: Notes


Common


Paid-in


EarningsCapital


Income (Loss)


Receivable


Stock


Capital


(Deficit)


Total(In thousands)BALANCE, DECEMBER 31, 2004

$
33,885


$
2


$
(68
)

$



$



$



$
33,819Net income prior to reorganization


10,212























10,212Net (loss) after reorganization






















(745
)


(745
)Net income for 2005


























9,467Other






(2
)


















(2
)Total comprehensive income


























9,465Distributions to partners


(13,719
)






















(13,719
)Collection of notes receivable










68















68Reorganization effected through contribution of partnership
    interests to Superior Well Services, Inc.


(30,378
)










141



30,237







Issuance of common stock in connection with initial public
    offering














53



61,707







61,760BALANCE, DECEMBER 31, 2005














194



91,944



(745
)


91,393Net income






















31,923



31,923Issuance of restricted stock awards














3



286







289Share-based compensation


















1,740







1,740Issuance of common stock in connection with follow-on public
    offering














37



88,522







88,559BALANCE, DECEMBER 31, 2006














234



182,492



31,178



213,904Net income






















37,755



37,755Issuance of restricted stock awards














1



135







136Restricted stock retired














(1
)


(156
)






(157
)Share-based compensation


















1,961







1,961BALANCE, DECEMBER 31, 2007

$



$



$



$
234


$
184,432


$
68,933


$
253,599    44




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##### Table of Contents



SUPERIOR
    WELL SERVICES, INC. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  Year Ended December 31,2005


2006


2007(In thousands)Cash flows from operations:Net income

$
9,467


$
31,923


$
37,755Adjustments to reconcile net income to net cash provided by
    operations:Deferred income taxes


9,284



4,758



10,460Depreciation and amortization


8,698



14,453



25,277Loss on disposal of equipment


280



224



302Stock-based compensation






1,740



1,961Changes in assets and liabilities:Trade accounts receivable


(12,089
)


(23,944
)


(6,677
)Inventory


(1,926
)


(3,190
)


(2,982
)Prepaid expenses and other assets


(821
)


249



(119
)Income tax receivable










(3,722
)Accounts payable


2,627



6,220



7,759Income taxes payable






542



(542
)401(k) plan contribution and withholding


260



1,071



(367
)Advance payments on servicing contracts


278



324



(733
)Accrued wages and health benefits


176



621



664Other accrued liabilities


508



958



267Net cash provided by operations


16,742



35,949



69,303Cash flows from investing:Expenditure for property, plant and equipment, net of
    construction payables


(39,920
)


(69,816
)


(117,774
)Acquisition of businesses, net of cash acquired






(9,150
)


(9,931
)Purchase of short-term investments










(18,967
)Proceeds from sales of short-term investments










18,967Proceeds from sale of property, plant and equipment






79



34Proceeds (expenditures) for other assets


(239
)


(15
)


(429
)Advances on notes receivable


68







Net cash used in investing


(40,091
)


(78,902
)


(128,100
)Cash flows from financing:Principal payments on long-term debt


(12,236
)


(27,019
)


(52,274
)Proceeds from long-term borrowings


720



27,111



59,850Proceeds from notes payable


10,511







Payments on notes payable


(14,466
)






Net proceeds from common stock offerings


61,760



88,559



Issuance/retirement of restricted stock, net






289



(21
)Distributions to partners


(13,719
)






Net cash provided by financing


32,570



88,940



7,555Net increase (decrease) in cash and cash equivalents


9,221



45,987



(51,242
)Cash and cash equivalents, beginning of period


1,544



10,765



56,752Cash and cash equivalents, end of period

$
10,765


$
56,752


$
5,510Supplemental disclosure of cash flow data:Interest paid

$
587


$
437


$
292Income taxes paid

$
5,156


$
15,008


$
18,262Equipment acquired through seller financed debt

$



$
450


$
    45




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##### 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
   46




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##### Table of Contents



Cash
    and Cash Equivalents
    Trade
    Accounts Receivable
    Property,
    Plant and Equipment
        Revenue
    Recognition
    Inventories
    Insurance
    Expense
   47




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##### Table of Contents



Income
    Taxes
  Accounting for Income
    Taxes.
  FIN 48-1,
    Fair
    Value of Financial Instruments
      Acquisitions
     48




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##### Table of Contents



Goodwill
    and Other Intangible Assets
  non-amortizable
  Concentration
    of Credit Risk
    Stock
    Based Compensation
    Weighted
    average shares outstanding
       49




---



##### Table of Contents



Accounting
    Standards Not Yet Adopted
          3.
    Notes
    Receivable  Limited Partners    4.
    Debt   50




---



##### Table of Contents



2006


2007Revolving credit facility with interest rates at LIBOR plus a
    spread of 1-1.25% due October 2009, collateralized by accounts
    receivable, inventory and equipment

$



$
7,957Mortgage notes payable to a bank with interest at rates
    approximating the banks prime lending rate minus 1%,
    payable in monthly installments of $8,622 plus interest through
    January 2021, collateralized by real property


1,331



1,221Note payable to sellers with an interest rate of 7% due through
    September 2008, collateralized by equipment


450



233Notes payable to sellers with nominal interest rates due through
    December 2010, collateralized by specific buildings and equipment


198



1441,979



9,555Less  Payments due within one year


382



390Total

$
1,597


$
9,165     5.
    Income
    taxes     51




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##### Table of Contents



For the Year Ended December 31,2005


2006


2007(Amounts in thousands)Current:State and local

$
852


$
2,524


$
2,246U.S. federal


3,690



13,509



11,864Total current


4,542



16,033



14,110Deferred:State and local


1,667



842



1,851U.S. federal


7,617



3,916



8,609Total deferred


9,284



4,758



10,460Provision for income tax expense

$
13,826


$
20,791


$
24,570     For the Year Ended December 31,2006


2007(Amounts in thousands)Deferred tax assets:Restricted stock

$
589


$
1,014Accrued expenses and other


207



544Allowance for doubtful accounts receivable


296



635Total deferred tax assets


1,092



2,193Deferred tax liabilities:Depreciation differences on property, plant and equipment


(15,133
)


(26,694
)Total deferred tax liabilities


(15,133
)


(26,694
)Net deferred taxes

$
(14,041
)

$
(24,501
)     For the Year Ended December 31,2005


2006


2007(Amounts in thousands)Income before income taxes

$
23,293


$
52,714


$
62,325Statutory U.S. income tax rate


35
%


35
%


35
%Tax expense using statutory U.S. income tax rate


8,153



18,450



21,814State income taxes


621



2,349



2,663Deferred income taxes established at date of reorganization


8,708







Tax effect of pre-tax income prior to reorganization not subject
    to income taxes


(3,574
)






Other


(82
)


(8
)


93Income tax expense

$
13,826


$
20,791


$
24,570Effective income tax rate


59
%


39
%


39
%  52




---



##### Table of Contents



6.
    401(k)
    Plan    7.
    Related-Party
    Transactions        8.
    Commitments
    and Contingencies            9.
    Stock
    Incentive Plan   53




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##### 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, 2005





$
Granted


290,900



28.48Vested






Forfeited


(5,000
)


28.56Nonvested 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


$
26.57    54




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##### Table of Contents



10.
    Quarterly
    Financial Information (Unaudited)    2007First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except share information)Revenue

$
76,708


$
84,807


$
94,317


$
94,938Cost of revenue


53,986



59,480



66,112



72,961Gross profit


22,722



25,327



28,205



21,977Selling, general and administrative expenses


8,448



8,844



9,330



9,768Operating income


14,274



16,483



18,875



12,209Interest expense


(59
)


(47
)


(71
)


(105
)Other income (expense)


559



209



33



(35
)Income tax expense


(5,765
)


(6,485
)


(7,207
)


(5,113
)Net income

$
9,009


$
10,160


$
11,630


$
6,956Net income per common share

$
0.39


$
0.44


$
0.50


$
0.30Basic

$
0.39


$
0.44


$
0.50


$
0.30DilutedAverage Shares OutstandingBasic


23,102



23,102



23,102



23,104Diluted


23,116



23,166



23,142



23,150   2006First


Second


Third


FourthQuarter


Quarter


Quarter


Quarter(In thousands, except share information)Revenue

$
47,687


$
54,589


$
67,205


$
75,145Cost of revenue


31,736



37,704



45,152



51,285Gross profit


15,951



16,885



22,053



23,860Selling, general and administrative expenses


5,526



6,153



6,813



7,224Operating income


10,425



10,732



15,240



16,636Interest expense


(38
)


(49
)


(77
)


(314
)Other income (expense)


141



50



1



(33
)Income tax expense


(4,172
)


(4,302
)


(5,802
)


(6,515
)Net income

$
6,356


$
6,431


$
9,362


$
9,774Net income per common share

$
0.33


$
0.33


$
0.48


$
0.49Basic

$
0.33


$
0.33


$
0.48


$
0.49DilutedAverage Shares OutstandingBasic


19,377



19,377



19,377



20,139Diluted


19,377



19,377



19,377



20,139   Item 9.
    Changes
    in and Disagreements With Accountants on Accounting and
    Financial Disclosure   55




---



##### Table of Contents



Item 9A.
    Controls
    and Procedures    rule 13a-15(b), rules 13a-15(c) 15d-15(e)
  Form 10-K
      Item 9B.
    Other
    Information  Form 8-K Form 8-K
 PART III  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Regulation S-K
  Item 11.
    Executive
    Compensation  Regulation S-K
 56




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##### Table of Contents



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   57




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##### Table of Contents



PART IV  Item 15.
    Exhibits
    and Financial Statement Schedules.  (a)
    Exhibits  3
.1

Amended and Restated Certificate of Incorporation (incorporated
    by reference to Exhibit 3.1 to
    Form 8-K
    filed on August 3, 2005).3
.2

Amended and Restated Bylaws (incorporated by reference to
    Exhibit 3.2 to
    Form 8-K
    filed on August 3, 2005).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 Company and the stockholders signatory thereto
    (incorporated by reference to Exhibit 10.1 to
    Form 8-K
    filed on August 3, 2005).4
.3

Form of Restricted Stock Agreement for Employees without
    Employment Agreements (filed as Exhibit 4.1 to the
    Companys 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 the
    Companys 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 the Companys 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 the Companys Quarterly Report on
    Form 10-Q filed on August 31, 2005).10
.1

Credit Agreement dated as of October 18, 2005, among
    Superior Well Services, Inc., Superior Well Services, Ltd.,
    Bradford Resources, Ltd. and Citizens Bank of Pennsylvania
    (filed as Exhibit 10.1 to
    Form 8-K
    filed on October 21, 2005).10
.2

Employment Agreement between David E. Wallace and Superior Well
    Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.2 to
    Form 8-K
    filed on August 3, 2005).10
.3

Employment Agreement between Jacob B. Linaberger and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.3 to
    Form 8-K
    filed on August 3, 2005)10
.4

Employment Agreement between Thomas W. Stoelk and Superior Well
    Services, Inc., effective as of June 1, 2005 (incorporated
    by reference to Exhibit 10.4 to
    Form 8-K
    filed on August 3, 2005).10
.5

Employment Agreement between Rhys R. Reese and Superior Well
    Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.5 to
    Form 8-K
    filed on August 3, 2005).10
.6

Employment Agreement between Fred E. Kistner and Superior Well
    Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.6 to
    Form 8-K
    filed on August 3, 2005).10
.7

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
    filed on August 3, 2005).10
.8

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
    filed on August 3, 2005).10
.9

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
    filed on August 3, 2005).10
.10

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
    filed on August 3, 2005).10
.11

Indemnification Agreement between Fred E. Kistner and Superior
    Well Services, Inc., dated August 3, 2005 (incorporated by
    reference to Exhibit 10.11 to
    Form 8-K
    filed on August 3, 2005).10
.12

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
    filed on August 3, 2005).10
.13

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
    filed on August 3, 2005). 58




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##### Table of Contents



10
.14

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
    filed on August 3, 2005).10
.15

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
    filed on August 3, 2005).10
.16

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
    filed on September 1, 2005).10
.17

Fifth Amended and Restated Promissory Note dated March 31,
    2005 (incorporated by reference to Exhibit 10.8 to
    Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.21

Guaranty and Suretyship Agreement dated June 3, 2005 by
    Superior Well Services, Ltd. (incorporated by reference to
    Exhibit 10.12 to Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.22

Guaranty and Suretyship Agreement dated June 3, 2005 by
    Allegheny Mineral Corporation (incorporated by reference to
    Exhibit 10.13 to Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.23

Guaranty and Suretyship Agreement dated June 3, 2005 by
    Armstrong Cement & Supply Corporation (incorporated by
    reference to Exhibit 10.14 to Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.24

Guaranty and Suretyship Agreement dated June 3, 2005 by
    Glacial Sand & Gravel Company (incorporated by
    reference to Exhibit 10.15 to Registration Statement on
    Form S-1/A
    (Registration
    No. 333-124674)
    filed on July 15, 2005).10
.25

Standby Term Loan Note (incorporated by reference to
    Exhibit 10.1 to
    Form 8-K
    filed on August 21, 2006).10
.26

First Amendment to Credit Agreement (incorporated by reference
    to Exhibit 10.2 to
    Form 8-K
    filed on August 21, 2006).10
.27

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
.28

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
.29

Third Amendment to Credit Agreement, dated May 15, 2007
    (incorporated by reference to Exhibit 10.3 to the
    Companys Quarterly Report on
    Form 10-Q
    filed on August 8, 2007).10
.30*

Non-Employee Director Compensation Summary10
.31*

Agreement dated October 2, 2007 between U.S. Silica and
    Superior Well Services, Inc.23
.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, 2007.31
.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, 2007.32
.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, 2007.32
.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, 2007.    *
    
    Filed herewith.**
    
    Furnished herewith.
    
    Management contract or compensatory plan or arrangement.(b) SchedulesSchedule II Valuation and qualifying accounts. 59




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##### Table of Contents



SIGNATURES
  th
    
   Vice President and Chief Financial Officer
 (principal financial officer)
  Form 10-K,
  Pursuant to the requirements of the Securities Exchange Act
    of 1934, this report has been signed below by the persons on
    behalf of the registrant in the capacities and on the dates
    indicated.
  Signature

Title/Capacity

Date/s/  David
    E. WallaceDavid
    E. Wallace

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

March 10, 2008/s/  Jacob
    B. LinabergerJacob
    B. Linaberger

President

March 10, 2008/s/  Thomas
    W. StoelkThomas
    W. Stoelk

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

March 10, 2008/s/  Rhys
    R. ReeseRhys
    R. Reese

Executive Vice President, Chief Operating Officer &
    Secretary

March 10, 2008/s/  David
    E. SnyderDavid
    E. Snyder

Director

March 10, 2008/s/  Mark
    A. SnyderMark
    A. Snyder

Director

March 10, 2008/s/  Charles
    C. NealCharles
    C. Neal

Director

March 10, 2008/s/  John
    A. Staley, IVJohn
    A. Staley, IV

Director

March 10, 2008 60




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##### Table of Contents



Signature

Title/Capacity

Date/s/  Edward
    J. DiPaoloEdward
    J. DiPaolo

Director

March 10, 2008/s/  Anthony
    J. MendicinoAnthony
    J. Mendicino

Director

March 10, 2008  61




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##### Table of Contents



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

Col. B


Col. C


Col. D


Col. EAdditionsBalance at


(1)


(2)Beginning


Charged to Costs


Charged to Other





Balance at endDescription

of Period


and Expenses


Accounts


Deductions


of PeriodYear Ended December 31, 2005

$




144,200







10,200


$
134,000Year Ended December 31, 2006

$
134,000



637,636










$
771,636Year Ended December 31, 2007

$
771,636



857,130










$
1,628,766  62