##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from  to
 Commission file number: 1-16337
 OIL STATES INTERNATIONAL, INC.
 
  Delaware
    
    76-0476605(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)Three Allen Center, 333 Clay
Street, Suite 4620,
Houston, Texas
    
    77002(Zip Code)(Address of principal executive offices)
 
  þ o
  o o
  Large accelerated filer þ
    
    Accelerated filer o
    
    Non-accelerated filer o(Do not check if a smaller reporting company)
    
    Smaller reporting company o
  o þ




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##### 



Page No.Part I  FINANCIAL INFORMATIONItem 1. Financial Statements:Condensed Consolidated Financial StatementsUnaudited Condensed Consolidated Statements of Income for the Three and Nine Month Periods
Ended September 30, 2009 and 2008
    
    
    3Unaudited Consolidated Balance Sheets  September 30, 2009 and December 31, 2008
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended
September 30, 2009 and 2008
    
    
    5Notes to Unaudited Condensed Consolidated Financial Statements
    
    
    6 - 15Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    16 - 27Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    27Item 4. Controls and Procedures
    
    
    27Part II  OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    28Item 1A. Risk Factors
    
    
    28Item 2. Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity Securities
    
    
    28Item 3. Defaults Upon Senior Securities
    
    
    28Item 4. Submission of Matters to a Vote of Security Holders
    
    
    28Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29(a) Index of Exhibits
    
    
    29Signature Page
    
    
    30EX-31.1EX-31.2EX-32.1EX-32.2
  2




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THREE MONTHS ENDED
    
    
    NINE MONTHS ENDEDSEPTEMBER 30,
    
    
    SEPTEMBER 30,2009
    
    
    2008
    
    
    2009
    
    
    2008AS ADJUSTED
    
    
    
    
    
    
    AS ADJUSTED(NOTE 11)
    
    
    
    
    
    
    (NOTE 11)Revenues
    
    $
    456,103
    
    
    $
    814,790
    
    
    $
    1,579,536
    
    
    $
    2,047,401Costs and expenses:Cost of sales and services
    
    
    353,845
    
    
    
    609,354
    
    
    
    1,235,747
    
    
    
    1,532,874Selling, general and administrative expenses
    
    
    33,964
    
    
    
    37,494
    
    
    
    102,377
    
    
    
    105,577Depreciation and amortization expense
    
    
    30,193
    
    
    
    27,325
    
    
    
    86,863
    
    
    
    75,741Impairment of goodwill
    
    
    
    
    
    
    
    
    
    
    94,528
    
    
    
    Other operating income
    
    
    (439
    )
    
    
    (893
    )
    
    
    (181
    )
    
    
    (659
    )417,563
    
    
    
    673,280
    
    
    
    1,519,334
    
    
    
    1,713,533Operating income
    
    
    38,540
    
    
    
    141,510
    
    
    
    60,202
    
    
    
    333,868Interest expense
    
    
    (3,613
    )
    
    
    (5,656
    )
    
    
    (11,714
    )
    
    
    (18,416
    )Interest income
    
    
    27
    
    
    
    940
    
    
    
    350
    
    
    
    2,756Equity in earnings of unconsolidated affiliates
    
    
    250
    
    
    
    431
    
    
    
    1,184
    
    
    
    3,167Gain on sale of investment
    
    
    
    
    
    
    3,452
    
    
    
    
    
    
    
    6,160Other income/(expense)
    
    
    91
    
    
    
    (458
    )
    
    
    193
    
    
    
    (264
    )Income before income taxes
    
    
    35,295
    
    
    
    140,219
    
    
    
    50,215
    
    
    
    327,271Income tax expense
    
    
    (8,594
    )
    
    
    (52,040
    )
    
    
    (30,637
    )
    
    
    (114,125
    )Net income
    
    
    26,701
    
    
    
    88,179
    
    
    
    19,578
    
    
    
    213,146Less: Net income attributable to noncontrolling interest
    
    
    122
    
    
    
    98
    
    
    
    357
    
    
    
    327Net income attributable to Oil States International, Inc.
    
    $
    26,579
    
    
    $
    88,081
    
    
    $
    19,221
    
    
    $
    212,819Net income per share attributable to Oil States
International, Inc. common stockholdersBasic
    
    $
    0.54
    
    
    $
    1.77
    
    
    $
    0.39
    
    
    $
    4.29Diluted
    
    $
    0.53
    
    
    $
    1.68
    
    
    $
    0.39
    
    
    $
    4.10Weighted average number of common shares outstanding:Basic
    
    
    49,653
    
    
    
    49,811
    
    
    
    49,584
    
    
    
    49,622Diluted
    
    
    50,153
    
    
    
    52,322
    
    
    
    49,886
    
    
    
    51,949
 
 3




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SEPTEMBER 30,
    
    
    DECEMBER 31,2009
    
    
    2008AS ADJUSTED(NOTE 11)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    61,281
    
    
    $
    30,199Accounts receivable, net
    
    
    361,549
    
    
    
    575,982Inventories, net
    
    
    485,304
    
    
    
    612,488Prepaid expenses and other current assets
    
    
    13,730
    
    
    
    18,815Total current assets
    
    
    921,864
    
    
    
    1,237,484Property, plant, and equipment, net
    
    
    726,877
    
    
    
    695,338Goodwill, net
    
    
    217,627
    
    
    
    305,441Investments in unconsolidated affiliates
    
    
    4,893
    
    
    
    5,899Other non-current assets
    
    
    35,335
    
    
    
    54,356Total assets
    
    $
    1,906,596
    
    
    $
    2,298,518LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    190,385
    
    
    $
    371,789Income taxes
    
    
    10,555
    
    
    
    52,546Current portion of long-term debt
    
    
    446
    
    
    
    4,943Deferred revenue
    
    
    117,872
    
    
    
    105,640Other current liabilities
    
    
    850
    
    
    
    1,587Total current liabilities
    
    
    320,108
    
    
    
    536,505Long-term debt
    
    
    192,657
    
    
    
    449,058Deferred income taxes
    
    
    55,691
    
    
    
    64,780Other noncurrent liabilities
    
    
    12,445
    
    
    
    12,634Total liabilities
    
    
    580,901
    
    
    
    1,062,977Stockholders equity:Oil States International, Inc. stockholders equity:Common stock
    
    
    530
    
    
    
    526Additional paid-in capital
    
    
    463,920
    
    
    
    453,733Retained earnings
    
    
    920,222
    
    
    
    901,001Accumulated other comprehensive income/(loss)
    
    
    32,403
    
    
    
    (28,409
    )Treasury stock
    
    
    (92,341
    )
    
    
    (91,831
    )Total Oil States International, Inc. stockholders equity
    
    
    1,324,734
    
    
    
    1,235,020Noncontrolling interest
    
    
    961
    
    
    
    521Total stockholders equity
    
    
    1,325,695
    
    
    
    1,235,541Total liabilities and stockholders equity
    
    $
    1,906,596
    
    
    $
    2,298,518
 
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##### Table of Contents



NINE  MONTHSENDED SEPTEMBER 30,2009
    
    
    2008AS ADJUSTED(NOTE 11)Cash flows from operating activities:Net Income
    
    $
    19,578
    
    
    $
    213,146Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    86,863
    
    
    
    75,741Deferred income tax provision (benefit)
    
    
    (12,774
    )
    
    
    10,910Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (3,367
    )Loss on impairment of goodwill
    
    
    94,528
    
    
    
    Equity in earnings of unconsolidated subsidiaries, net of dividends
    
    
    (1,184
    )
    
    
    (2,914
    )Non-cash compensation charge
    
    
    8,614
    
    
    
    7,968Accretion of debt discount
    
    
    5,016
    
    
    
    4,670Gains on sale of investment and disposals of assets
    
    
    (439
    )
    
    
    (6,602
    )Other, net
    
    
    2,526
    
    
    
    1,946Changes in working capital
    
    
    149,547
    
    
    
    4,476Net cash flows provided by operating activities
    
    
    352,275
    
    
    
    305,974Cash flows from investing activities:Acquisitions of businesses, net of cash acquired
    
    
    18
    
    
    
    (29,835
    )Capital expenditures
    
    
    (78,164
    )
    
    
    (206,731
    )Proceeds from note receivable
    
    
    21,166
    
    
    
    Proceeds from sale of investment
    
    
    
    
    
    
    27,381Other, net
    
    
    (1,778
    )
    
    
    3,103Net cash flows used in investing activities
    
    
    (58,758
    )
    
    
    (206,082
    )Cash flows from financing activities:Revolving credit repayments
    
    
    (264,528
    )
    
    
    (73,188
    )Debt repayments
    
    
    (4,839
    )
    
    
    (4,816
    )Issuance of common stock
    
    
    2,237
    
    
    
    8,628Purchase of treasury stock
    
    
    
    
    
    
    (4,026
    )Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    3,367Other, net
    
    
    (505
    )
    
    
    (1,120
    )Net cash flows used in financing activities
    
    
    (267,635
    )
    
    
    (71,155
    )Effect of exchange rate changes on cash
    
    
    5,333
    
    
    
    (3,664
    )Net increase in cash and cash equivalents from continuing operations
    
    
    31,215
    
    
    
    25,073Net cash used in discontinued operations  operating activities
    
    
    (133
    )
    
    
    (44
    )Cash and cash equivalents, beginning of period
    
    
    30,199
    
    
    
    30,592Cash and cash equivalents, end of period
    
    $
    61,281
    
    
    $
    55,621Non-cash investing and financing activities:Building capital lease
    
    $
    
    
    
    $
    8,304Non-cash financing activities:Reclassification of 2 3/8% contingent convertible
senior notes to current liabilities
    
    
    
    
    
    
    147,497
 
 5




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OIL STATES INTERNATIONAL, INC. AND SUBSIDIARIES
 
 NOTES TO UNAUDITED CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
 1. ORGANIZATION AND BASIS OF PRESENTATION
     2. RECENT ACCOUNTING PRONOUNCEMENTS
   6




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3. DETAILS OF SELECTED BALANCE SHEET ACCOUNTS
  SEPTEMBER 30,
    
    
    DECEMBER 31,2009
    
    
    2008Accounts receivable, net:Trade
    
    $
    261,906
    
    
    $
    456,975Unbilled revenue
    
    
    102,951
    
    
    
    119,907Other
    
    
    1,895
    
    
    
    3,268Total accounts receivable
    
    
    366,752
    
    
    
    580,150Allowance for doubtful accounts
    
    
    (5,203
    )
    
    
    (4,168
    )$
    361,549
    
    
    $
    575,982
 SEPTEMBER 30,
    
    
    DECEMBER 31,2009
    
    
    2008Inventories, net:Tubular goods
    
    $
    289,447
    
    
    $
    396,462Other finished goods and purchased products
    
    
    73,588
    
    
    
    88,848Work in process
    
    
    63,153
    
    
    
    65,009Raw materials
    
    
    67,923
    
    
    
    68,881Total inventories
    
    
    494,111
    
    
    
    619,200Inventory reserves
    
    
    (8,807
    )
    
    
    (6,712
    )$
    485,304
    
    
    $
    612,488
 ESTIMATED
    
    
    SEPTEMBER 30,
    
    
    DECEMBER 31,USEFUL LIFE
    
    
    2009
    
    
    2008Property, plant and equipment, net:Land
    
    
    
    
    
    $
    19,240
    
    
    $
    18,298Buildings and leasehold improvements
    
    3-50 years
    
    
    160,615
    
    
    
    135,080Machinery and equipment
    
    2-29 years
    
    
    286,895
    
    
    
    270,434Accommodations assets
    
    10-15 years
    
    
    369,046
    
    
    
    300,765Rental tools
    
    4-10 years
    
    
    152,307
    
    
    
    141,644Office furniture and equipment
    
    1-10 years
    
    
    29,523
    
    
    
    26,506Vehicles
    
    2-10 years
    
    
    71,774
    
    
    
    68,645Construction in progress
    
    
    
    
    
    
    50,518
    
    
    
    49,915Total property, plant and equipment
    
    
    
    
    
    
    1,139,918
    
    
    
    1,011,287Less: Accumulated depreciation
    
    
    
    
    
    
    (413,041
    )
    
    
    (315,949
    )$
    726,877
    
    
    $
    695,338
 SEPTEMBER 30,
    
    
    DECEMBER 31,2009
    
    
    2008Accounts payable and accrued liabilities:Trade accounts payable
    
    $
    124,190
    
    
    $
    307,132Accrued compensation
    
    
    34,680
    
    
    
    35,864Accrued insurance
    
    
    8,559
    
    
    
    7,551Accrued taxes, other than income taxes
    
    
    9,274
    
    
    
    7,257Reserves related to discontinued operations
    
    
    2,412
    
    
    
    2,544Other
    
    
    11,270
    
    
    
    11,441$
    190,385
    
    
    $
    371,789
 8




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4. EARNINGS PER SHARE
  THREE MONTHS ENDED
    
    NINE MONTHS ENDEDSEPTEMBER 30
    
    SEPTEMBER 30,2009
    
    2008
    
    2009
    
    2008AS ADJUSTED
    
    
    
    
    
    AS ADJUSTED(NOTE 11)
    
    
    
    
    
    (NOTE 11)Basic earnings per share:Net income attributable to Oil States International, Inc.
    
    $
    26,579
    
    
    $
    88,081
    
    
    $
    19,221
    
    
    $
    212,819Weighted average number of shares outstanding
    
    
    49,653
    
    
    
    49,811
    
    
    
    49,584
    
    
    
    49,622Basic earnings per share
    
    $
    0.54
    
    
    $
    1.77
    
    
    $
    0.39
    
    
    $
    4.29Diluted earnings per share:Net income attributable to Oil States International, Inc.
    
    $
    26,579
    
    
    $
    88,081
    
    
    $
    19,221
    
    
    $
    212,819Weighted average number of shares outstanding
    
    
    49,653
    
    
    
    49,811
    
    
    
    49,584
    
    
    
    49,622Effect of dilutive securities:Options on common stock
    
    
    338
    
    
    
    490
    
    
    
    213
    
    
    
    5092 3/8% Convertible Senior Subordinated Notes
    
    
    51
    
    
    
    1,900
    
    
    
    17
    
    
    
    1,694Restricted stock awards and other
    
    
    111
    
    
    
    121
    
    
    
    72
    
    
    
    124Total shares and dilutive securities
    
    
    50,153
    
    
    
    52,322
    
    
    
    49,886
    
    
    
    51,949Diluted earnings per share
    
    $
    0.53
    
    
    $
    1.68
    
    
    $
    0.39
    
    
    $
    4.10
  5. BUSINESS ACQUISITIONS AND GOODWILL
    9




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Balance as of
    
    
    Acquisitions
    
    
    Foreign currency
    
    
    
    
    
    
    Balance as ofJanuary 1,
    
    
    and
    
    
    translation and
    
    
    Goodwill
    
    
    September 30,2009
    
    
    adjustments
    
    
    other changes
    
    
    impairment
    
    
    2009Offshore Products
    
    $
    85,074
    
    
    $
    
    
    
    $
    464
    
    
    $
    
    
    
    $
    85,538Well Site Services
    
    
    220,367
    
    
    
    337
    
    
    
    5,913
    
    
    
    (94,528
    )
    
    
    132,089Total
    
    $
    305,441
    
    
    $
    337
    
    
    $
    6,377
    
    
    $
    (94,528
    )
    
    $
    217,627
  6. DEBT
  September 30,
    
    
    December 31,2009
    
    
    2008(Unaudited)
    
    
    As Adjusted(Note 11)U.S. revolving credit facility which matures on December 5, 2011, with available
commitments up to $325 million and with an average interest rate of 1.4% for the
nine month period ended September 30, 2009
    
    $
    28,000
    
    
    $
    226,000Canadian revolving credit facility which matures on December 5, 2011, with
available commitments up to $175 million and with an average interest rate of
1.9% for the nine month period ended September 30, 2009
    
    
    
    
    
    
    61,2442 3/8% contingent convertible senior subordinated notes, net  due 2025
    
    
    154,126
    
    
    
    149,110Subordinated unsecured notes payable to sellers of businesses, interest rate of
6%, matured in 2009
    
    
    
    
    
    
    4,500Capital lease obligations and other debt
    
    
    10,977
    
    
    
    13,147Total debt
    
    
    193,103
    
    
    
    454,001Less: current maturities
    
    
    (446
    )
    
    
    (4,943
    )Total long-term debt
    
    $
    192,657
    
    
    $
    449,058
    10




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September 30, 2009
    
    
    December 31, 2008Interest
    
    
    Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairRate
    
    
    Value
    
    
    Value
    
    
    Value
    
    
    ValuePrincipal amount due 2025
    
    
    2 3/8
    %
    
    $
    175,000
    
    
    $
    222,766
    
    
    $
    175,000
    
    
    $
    133,613Less: Unamortized discount
    
    
    
    
    
    
    (20,874
    )
    
    
    
    
    
    
    (25,890
    )
    
    
    Net value
    
    
    
    
    
    $
    154,126
    
    
    $
    222,766
    
    
    $
    149,110
    
    
    $
    133,613
  7. COMPREHENSIVE INCOME AND CHANGES IN COMMON STOCK OUTSTANDING:
  THREE MONTHS
    
    
    NINE MONTHSENDED SEPTEMBER 30,
    
    
    ENDED SEPTEMBER 30,2009
    
    
    2008
    
    
    2009
    
    
    2008As Adjusted
    
    
    
    
    
    
    As Adjusted(Note 11)
    
    
    
    
    
    
    (Note 11)Net income
    
    $
    26,701
    
    
    $
    88,179
    
    
    $
    19,578
    
    
    $
    213,146Other comprehensive income:Cumulative translation adjustment
    
    
    28,957
    
    
    
    (26,722
    )
    
    
    60,812
    
    
    
    (35,182
    )Unrealized gain on marketable securities, net of tax
    
    
    
    
    
    
    365
    
    
    
    
    
    
    
    2,170Reclassification adjustment, net of tax
    
    
    
    
    
    
    (2,170
    )
    
    
    
    
    
    
    (2,170
    )Total other comprehensive income
    
    
    28,957
    
    
    
    (28,527
    )
    
    
    60,812
    
    
    
    (35,182
    )Comprehensive income
    
    
    55,658
    
    
    
    59,652
    
    
    
    80,390
    
    
    
    177,964Comprehensive income attributable to noncontrolling interest
    
    
    (122
    )
    
    
    (98
    )
    
    
    (357
    )
    
    
    (327
    )Comprehensive income attributable to Oil States International, Inc.
    
    $
    55,536
    
    
    $
    59,554
    
    
    $
    80,033
    
    
    $
    177,637
 Shares of common stock outstanding  January 1, 2009
    
    
    49,500,708Shares issued upon exercise of stock options and vesting of stock awards
    
    
    273,734Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury
    
    
    (25,473
    )Shares of common stock outstanding  September 30, 2009
    
    
    49,748,969
 8. STOCK BASED COMPENSATION
   11




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9. INCOME TAXES
  10. SEGMENT AND RELATED INFORMATION
  12




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Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsThree months ended
September 30, 2009Well Site Services -Accommodations
    
    $
    110,299
    
    
    $
    9,842
    
    
    $
    26,575
    
    
    $
    12,866
    
    
    $
    553,059Rental tools
    
    
    51,721
    
    
    
    10,526
    
    
    
    (4,030
    )
    
    
    7,482
    
    
    
    339,200Drilling and other
    
    
    18,380
    
    
    
    6,585
    
    
    
    (3,697
    )
    
    
    1,505
    
    
    
    119,870Total Well Site Services
    
    
    180,400
    
    
    
    26,953
    
    
    
    18,848
    
    
    
    21,853
    
    
    
    1,012,129Offshore Products
    
    
    131,761
    
    
    
    2,734
    
    
    
    20,553
    
    
    
    3,245
    
    
    
    513,452Tubular Services
    
    
    143,942
    
    
    
    344
    
    
    
    6,580
    
    
    
    118
    
    
    
    366,305Corporate and Eliminations
    
    
    
    
    
    
    162
    
    
    
    (7,441
    )
    
    
    164
    
    
    
    14,710Total
    
    $
    456,103
    
    
    $
    30,193
    
    
    $
    38,540
    
    
    $
    25,380
    
    
    $
    1,906,596
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsThree months ended
September 30, 2008Well Site Services -Accommodations
    
    $
    105,380
    
    
    $
    9,686
    
    
    $
    23,695
    
    
    $
    29,233
    
    
    $
    525,780Rental tools
    
    
    91,699
    
    
    
    8,921
    
    
    
    21,003
    
    
    
    22,931
    
    
    
    467,983Drilling and other (1)
    
    
    52,086
    
    
    
    5,272
    
    
    
    14,833
    
    
    
    14,005
    
    
    
    200,161Total Well Site Services
    
    
    249,165
    
    
    
    23,879
    
    
    
    59,531
    
    
    
    66,169
    
    
    
    1,193,924Offshore Products
    
    
    120,008
    
    
    
    3,033
    
    
    
    20,273
    
    
    
    2,749
    
    
    
    499,239Tubular Services
    
    
    445,617
    
    
    
    340
    
    
    
    68,261
    
    
    
    1,022
    
    
    
    513,520Corporate and Eliminations
    
    
    
    
    
    
    73
    
    
    
    (6,555
    )
    
    
    1,085
    
    
    
    13,492Total
    
    $
    814,790
    
    
    $
    27,325
    
    
    $
    141,510
    
    
    $
    71,025
    
    
    $
    2,220,175
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures

    
    
    Total assetsNine months ended September 30, 2009Well Site Services -Accommodations
    
    $
    340,531
    
    
    $
    27,332
    
    
    $
    100,588
    
    
    $
    34,470
    
    
    $
    553,059Rental tools
    
    
    177,075
    
    
    
    30,342
    
    
    
    (98,997
    )
    
    
    24,252
    
    
    
    339,200Drilling and other
    
    
    46,525
    
    
    
    19,501
    
    
    
    (13,504
    )
    
    
    8,746
    
    
    
    119,870Total Well Site Services
    
    
    564,131
    
    
    
    77,175
    
    
    
    (11,913
    )
    
    
    67,468
    
    
    
    1,012,129Offshore Products
    
    
    382,271
    
    
    
    8,171
    
    
    
    59,287
    
    
    
    9,143
    
    
    
    513,452Tubular Services
    
    
    633,134
    
    
    
    1,097
    
    
    
    35,458
    
    
    
    314
    
    
    
    366,305Corporate and Eliminations
    
    
    
    
    
    
    420
    
    
    
    (22,630
    )
    
    
    1,239
    
    
    
    14,710Total
    
    $
    1,579,536
    
    
    $
    86,863
    
    
    $
    60,202
    
    
    $
    78,164
    
    
    $
    1,906,596
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    

    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures

    
    
    Total assetsNine months ended September 30, 2008Well Site Services -Accommodations
    
    $
    332,518
    
    
    $
    26,075
    
    
    $
    93,761
    
    
    $
    98,602
    
    
    $
    525,780Rental tools
    
    
    258,767
    
    
    
    25,793
    
    
    
    54,926
    
    
    
    57,882
    
    
    
    467,983Drilling and other (1)
    
    
    133,316
    
    
    
    14,119
    
    
    
    31,679
    
    
    
    34,429
    
    
    
    200,161Total Well Site Services
    
    
    724,601
    
    
    
    65,987
    
    
    
    180,366
    
    
    
    190,913
    
    
    
    1,193,924Offshore Products
    
    
    386,780
    
    
    
    8,545
    
    
    
    66,656
    
    
    
    12,629
    
    
    
    499,239Tubular Services
    
    
    936,020
    
    
    
    1,004
    
    
    
    106,533
    
    
    
    1,941
    
    
    
    513,520Corporate and Eliminations
    
    
    
    
    
    
    205
    
    
    
    (19,687
    )
    
    
    1,248
    
    
    
    13,492Total
    
    $
    2,047,401
    
    
    $
    75,741
    
    
    $
    333,868
    
    
    $
    206,731
    
    
    $
    2,220,175
 
 (1)
    
    We have classified our equity interest in Boots & Coots and the notes
receivable acquired in the transaction in which we sold our workover services business to Boots &
Coots as Drilling and other. 13




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##### Table of Contents



11. ADOPTION OF NEW ACCOUNTING STANDARD ON ACCOUNTING FOR CONVERTIBLE DEBT
   Three months ended September 30, 2008
    
    Nine months ended September 30, 2008Prior to
    
    Effect of
    
    As
    
    Prior to
    
    Effect of
    
    AsAdoption
    
    adoption
    
    adjusted
    
    adoption
    
    adoption
    
    adjustedInterest expense
    
    $
    4,129
    
    
    $
    1,527
    
    
    $
    5,656
    
    
    $
    13,917
    
    
    $
    4,499
    
    
    $
    18,416Income before income taxes (a)
    
    
    141,746
    
    
    
    (1,527
    )
    
    
    140,219
    
    
    
    331,770
    
    
    
    (4,499
    )
    
    
    327,271Net income (a)
    
    
    89,153
    
    
    
    (974
    )
    
    
    88,179
    
    
    
    216,012
    
    
    
    (2,866
    )
    
    
    213,146Net income attributable to
Oil States International,
Inc. (a)
    
    $
    89,055
    
    
    $
    (974
    )
    
    $
    88,081
    
    
    $
    215,685
    
    
    $
    (2,866
    )
    
    $
    212,819Net income per share
attributable to Oil States
International common
stockholders:Basic
    
    $
    1.79
    
    
    $
    (0.02
    )
    
    $
    1.77
    
    
    $
    4.35
    
    
    $
    (0.06
    )
    
    $
    4.29Diluted
    
    $
    1.70
    
    
    $
    (0.02
    )
    
    $
    1.68
    
    
    $
    4.15
    
    
    $
    (0.05
    )
    
    $
    4.10
 December 31, 2008Prior to
    
    Effect ofAdoption
    
    adoption
    
    As adjustedOther non-current assets
    
    $
    55,085
    
    
    $
    (729
    )
    
    $
    54,356Total assets
    
    
    2,299,247
    
    
    
    (729
    )
    
    
    2,298,518Long-term debt
    
    $
    474,948
    
    
    $
    (25,890
    )
    
    $
    449,058Deferred income taxes
    
    
    55,646
    
    
    
    9,134
    
    
    
    64,780Total liabilities
    
    
    1,079,733
    
    
    
    (16,756
    )
    
    
    1,062,977Additional paid-in capital
    
    
    425,284
    
    
    
    28,449
    
    
    
    453,733Retained earnings
    
    
    913,423
    
    
    
    (12,422
    )
    
    
    901,001Total Oil States International, Inc. stockholders equity (a)
    
    
    1,218,993
    
    
    
    16,027
    
    
    
    1,235,020Total stockholders equity (a)
    
    
    1,219,514
    
    
    
    16,027
    
    
    
    1,235,541Total liabilities and stockholders equity
    
    $
    2,299,247
    
    
    $
    (729
    )
    
    $
    2,298,518
 
 (a)
    
    As adjusted for current accounting standards regarding noncontrolling interests.
See Note 2 to the Unaudited Condensed Consolidated Financial Statements in this quarterly report on
Form 10-Q.   14




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##### Table of Contents



September 30, 2009
    
    
    December 31, 2008Carrying amount of the equity component in additional paid-in capital
    
    $
    28,449
    
    
    $
    28,449Principal amount of the liability component
    
    $
    175,000
    
    
    $
    175,000Less: Unamortized discount
    
    
    (20,874
    )
    
    
    (25,890
    )Net carrying amount of the liability component
    
    $
    154,126
    
    
    $
    149,110
  Three months ended September 30,
    
    Nine months ended September 30,2009
    
    2008
    
    2009
    
    2008Interest expense
    
    $
    2,741
    
    
    $
    2,624
    
    
    $
    8,133
    
    
    $
    7,787
 September 30, 2009Remaining period over which discount will be amortized
    
    2.8 yearsConversion price
    
    $
    31.75Number of shares to be delivered upon conversion
    
    
    530,303Conversion value in excess of principal amount (in thousands)
    
    $
    18,630Derivative transactions entered into in connection with the convertible notes
    
    None
 12. COMMITMENTS AND CONTINGENCIES
  15




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##### Table of Contents



This quarterly report on Form 10-Q contains certain forward-looking statements within the meaning
of Section 27A of the Securities Exchange Act of 1933 and Section 21E of the Securities Exchange
Act of 1934. The Private Securities Litigation Reform Act of 1995 provides safe harbor provisions
for forward-looking information. Some of the information in the quarterly report may contain
forward-looking statements. The forward-looking statements can be identified by the use of
forward-looking terminology including may, expect, anticipate, estimate, continue,
believe, or other similar words. Actual results could differ materially from those projected in
the forward-looking statements as a result of a number of important factors. For a discussion of
important factors that could affect our results, please refer to Item Part I, Item 1.A. Risk
Factors and the financial statement line item discussions set forth in Item 7. Managements
Discussion and Analysis of Financial Condition and Results of Operations included in our Annual
Report on Form 10-K for the year ended December 31, 2008 filed with the Securities and Exchange
Commission on February 20, 2009. Should one or more of these risks or uncertainties materialize,
or should the assumptions prove incorrect, actual results may differ materially from those
expected, estimated or projected. Our management believes these forward-looking statements are
reasonable. However, you should not place undue reliance on these forward-looking statements,
which are based only on our current expectations and are not guarantees of future performance. All
subsequent written and oral forward-looking statements attributable to us or to persons acting on
our behalf are expressly qualified in the entirety by the foregoing. Forward-looking statements
speak only as of the date they are made, and we undertake no obligation to publicly update or
revise any of them in light of new information, future events or otherwise.
 In addition, in certain places in this quarterly report, we refer to reports published by third
parties that purport to describe trends or developments in the energy industry. The Company does
so for the convenience of our stockholders and in an effort to provide information available in the
market that will assist the Companys investors in a better understanding of the market environment
in which the Company operates. However, the Company specifically disclaims any responsibility for
the accuracy and completeness of such information and undertakes no obligation to update such
information.
 
 ITEM 2.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
  Overview
  16




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##### Table of Contents



Average Drilling Rig Count forThree Months Ended
    
    Nine Months EndedSeptember 30,
    
    September 30,
    
    September 30,
    
    September 30,2009
    
    2008
    
    2009
    
    2008U.S. Land
    
    
    940
    
    
    
    1,909
    
    
    
    1,031
    
    
    
    1,806U.S. Offshore
    
    
    33
    
    
    
    69
    
    
    
    47
    
    
    
    65Total U.S
    
    
    973
    
    
    
    1,978
    
    
    
    1,078
    
    
    
    1,871Canada
    
    
    187
    
    
    
    432
    
    
    
    202
    
    
    
    369Total North America
    
    
    1,160
    
    
    
    2,410
    
    
    
    1,280
    
    
    
    2,240
     17




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18




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##### Table of Contents



Consolidated Results of Operations (in millions)
 THREE MONTHS ENDED
    
    
    NINE MONTHS ENDEDSEPTEMBER 30,
    
    
    SEPTEMBER 30,Variance
    
    
    
    
    
    
    
    
    
    
    Variance2009 vs. 2008
    
    
    
    
    
    
    
    
    
    
    2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2009
    
    
    2008
    
    
    $
    
    
    %RevenuesWell Site Services -Accommodations
    
    $
    110.3
    
    
    $
    105.4
    
    
    $
    4.9
    
    
    
    5
    %
    
    $
    340.5
    
    
    $
    332.5
    
    
    $
    8.0
    
    
    
    2
    %Rental Tools
    
    
    51.7
    
    
    
    91.7
    
    
    
    (40.0
    )
    
    
    (44
    %)
    
    
    177.1
    
    
    
    258.8
    
    
    
    (81.7
    )
    
    
    (32
    %)Drilling and Other
    
    
    18.4
    
    
    
    52.1
    
    
    
    (33.7
    )
    
    
    (65
    %)
    
    
    46.5
    
    
    
    133.3
    
    
    
    (86.8
    )
    
    
    (65
    %)Total Well Site Services
    
    
    180.4
    
    
    
    249.2
    
    
    
    (68.8
    )
    
    
    (28
    %)
    
    
    564.1
    
    
    
    724.6
    
    
    
    (160.5
    )
    
    
    (22
    %)Offshore Products
    
    
    131.8
    
    
    
    120.0
    
    
    
    11.8
    
    
    
    10
    %
    
    
    382.3
    
    
    
    386.8
    
    
    
    (4.5
    )
    
    
    (1
    %)Tubular Services
    
    
    143.9
    
    
    
    445.6
    
    
    
    (301.7
    )
    
    
    (68
    %)
    
    
    633.1
    
    
    
    936.0
    
    
    
    (302.9
    )
    
    
    (32
    %)Total
    
    $
    456.1
    
    
    $
    814.8
    
    
    $
    (358.7
    )
    
    
    (44
    %)
    
    $
    1,579.5
    
    
    $
    2,047.4
    
    
    $
    (467.9
    )
    
    
    (23
    %)Product costs; Service
and other costs (Cost
of sales and service)Well Site Services -Accommodations
    
    $
    67.8
    
    
    $
    65.3
    
    
    $
    2.5
    
    
    
    4
    %
    
    $
    196.6
    
    
    $
    193.4
    
    
    $
    3.2
    
    
    
    2
    %Rental Tools
    
    
    38.6
    
    
    
    52.8
    
    
    
    (14.2
    )
    
    
    (27
    %)
    
    
    128.7
    
    
    
    151.2
    
    
    
    (22.5
    )
    
    
    (15
    %)Drilling and Other
    
    
    14.8
    
    
    
    31.2
    
    
    
    (16.4
    )
    
    
    (53
    %)
    
    
    38.4
    
    
    
    85.2
    
    
    
    (46.8
    )
    
    
    (55
    %)Total Well Site Services
    
    
    121.2
    
    
    
    149.3
    
    
    
    (28.1
    )
    
    
    (19
    %)
    
    
    363.7
    
    
    
    429.8
    
    
    
    (66.1
    )
    
    
    (15
    %)Offshore Products
    
    
    98.7
    
    
    
    88.5
    
    
    
    10.2
    
    
    
    12
    %
    
    
    285.2
    
    
    
    286.6
    
    
    
    (1.4
    )
    
    
    (0
    %)Tubular Services
    
    
    133.9
    
    
    
    371.6
    
    
    
    (237.7
    )
    
    
    (64
    %)
    
    
    586.8
    
    
    
    816.5
    
    
    
    (229.7
    )
    
    
    (28
    %)Total
    
    $
    353.8
    
    
    $
    609.4
    
    
    $
    (255.6
    )
    
    
    (42
    %)
    
    $
    1,235.7
    
    
    $
    1,532.9
    
    
    $
    (297.2
    )
    
    
    (19
    %)Gross marginWell Site Services -Accommodations
    
    $
    42.5
    
    
    $
    40.1
    
    
    $
    2.4
    
    
    
    6
    %
    
    $
    143.9
    
    
    $
    139.1
    
    
    $
    4.8
    
    
    
    3
    %Rental Tools
    
    
    13.1
    
    
    
    38.9
    
    
    
    (25.8
    )
    
    
    (66
    %)
    
    
    48.4
    
    
    
    107.6
    
    
    
    (59.2
    )
    
    
    (55
    %)Drilling and Other
    
    
    3.6
    
    
    
    20.9
    
    
    
    (17.3
    )
    
    
    (83
    %)
    
    
    8.1
    
    
    
    48.1
    
    
    
    (40.0
    )
    
    
    (83
    %)Total Well Site Services
    
    
    59.2
    
    
    
    99.9
    
    
    
    (40.7
    )
    
    
    (41
    %)
    
    
    200.4
    
    
    
    294.8
    
    
    
    (94.4
    )
    
    
    (32
    %)Offshore Products
    
    
    33.1
    
    
    
    31.5
    
    
    
    1.6
    
    
    
    5
    %
    
    
    97.1
    
    
    
    100.2
    
    
    
    (3.1
    )
    
    
    (3
    %)Tubular Services
    
    
    10.0
    
    
    
    74.0
    
    
    
    (64.0
    )
    
    
    (86
    %)
    
    
    46.3
    
    
    
    119.5
    
    
    
    (73.2
    )
    
    
    (61
    %)Total
    
    $
    102.3
    
    
    $
    205.4
    
    
    $
    (103.1
    )
    
    
    (50
    %)
    
    $
    343.8
    
    
    $
    514.5
    
    
    $
    (170.7
    )
    
    
    (33
    %)Gross margin as a
percentage of revenuesWell Site Services -Accommodations
    
    
    39
    %
    
    
    38
    %
    
    
    
    
    
    
    
    
    
    
    42
    %
    
    
    42
    %Rental Tools
    
    
    25
    %
    
    
    42
    %
    
    
    
    
    
    
    
    
    
    
    27
    %
    
    
    42
    %Drilling and Other
    
    
    20
    %
    
    
    40
    %
    
    
    
    
    
    
    
    
    
    
    17
    %
    
    
    36
    %Total Well Site Services
    
    
    33
    %
    
    
    40
    %
    
    
    
    
    
    
    
    
    
    
    36
    %
    
    
    41
    %Offshore Products
    
    
    25
    %
    
    
    26
    %
    
    
    
    
    
    
    
    
    
    
    25
    %
    
    
    26
    %Tubular Services
    
    
    7
    %
    
    
    17
    %
    
    
    
    
    
    
    
    
    
    
    7
    %
    
    
    13
    %Total
    
    
    22
    %
    
    
    25
    %
    
    
    
    
    
    
    
    
    
    
    22
    %
    
    
    25
    %
 THREE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO THREE MONTHS ENDED SEPTEMBER 30, 2008
  Revenues.
  19




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##### Table of Contents



Cost of Sales and Service.
    Selling, General and Administrative Expenses.
 Depreciation and Amortization.
 20




---



##### Table of Contents



Operating Income.
 Interest Expense and Interest Income.
 Equity in Earnings of Unconsolidated Affiliates.
 Income Tax Expense.
 NINE MONTHS ENDED SEPTEMBER 30, 2009 COMPARED TO NINE MONTHS ENDED SEPTEMBER 30, 2008
  Revenues.
   21




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##### Table of Contents



Cost of Sales and Service.
    Selling, General and Administrative Expenses.
 Depreciation and Amortization.
 Impairment of Goodwill.
 Operating Income.
 22




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##### Table of Contents



Interest Expense and Interest Income.
 Equity in Earnings of Unconsolidated Affiliates.
 Income Tax Expense.
 Liquidity and Capital Resources
      23




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##### Table of Contents



Stock Repurchase Program.
 Credit Facility.
  24




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##### Table of Contents



Critical Accounting Policies
   Accounting for Contingencies
  Tangible and Intangible Assets, including Goodwill
   25




---



##### Table of Contents



Revenue and Cost Recognition
  Valuation Allowances
  Estimation of Useful Lives
  26




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##### Table of Contents



Stock Based Compensation
  Income Taxes
  
 ITEM 3.
    
    Quantitative and Qualitative Disclosures about Market Risk
 Interest Rate Risk.
 Foreign Currency Exchange Rate Risk.
 
 ITEM 4.
    
    Controls and Procedures
 Evaluation of Disclosure Controls and Procedures.
 Changes in Internal Control over Financial Reporting.
 27




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##### Table of Contents



PART II  OTHER INFORMATION
 
 ITEM 1.
    
    Legal Proceedings
  
 ITEM 1A.
    
    Risk Factors
  
 ITEM 2.
    
    Unregistered Sales of Equity Securities and Use of Proceeds and Issuer Purchases of Equity
Securities
 Unregistered Sales of Equity Securities and Use of Proceeds
  Purchases of Equity Securities by the Issuer and Affiliated Purchases
 Total Number of
    
    ApproximateShares Purchased
    
    Dollar Value of  Sharesas Part of the Share
    
    Remaining to be PurchasedTotal Number of
    
    Average Price
    
    Repurchase
    
    Under the Share RepurchasePeriod
    
    Shares Purchased
    
    Paid per Share
    
    Program
    
    ProgramJuly 1,
2009  July 31, 2009
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188August 1,
2009  August 31,
2009
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188September 1, 2009 
September 30, 2009
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188
    (1)Total
    
    
    
    
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188
 
 (1)
    
    On March 2, 2005, we announced a share repurchase program of up to $50,000,000
over a two year period. On August 25, 2006, we announced the authorization of an additional
$50,000,000 and the extension of the program to August 31, 2008. On January 11, 2008, an
additional $50 million was approved for the repurchase program and the duration of the program was
extended to December 31, 2009. 
 ITEM 3.
    
    Defaults Upon Senior Securities
  
 ITEM 4.
    
    Submission of Matters to a Vote of Security Holders
  28




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##### Table of Contents



ITEM 5.
    
    Other Information
  
 ITEM 6.
    
    Exhibits
 
 (a)
    
    INDEX OF EXHIBITS
 Exhibit No.
    
    
    
    Description3.1
    
    
    
    Amended and Restated Certificate
of Incorporation (incorporated by
reference to Exhibit 3.1 to the
Companys Annual Report on Form
10-K for the year ended December
31, 2000, as filed with the
Commission on March 30, 2001).3.2
    
    
    
    Third Amended and Restated Bylaws
(incorporated by reference to
Exhibit 3.1 to the Companys
Current Report on Form 8-K, as
filed with the Commission on March
13, 2009).3.3
    
    
    
    Certificate of Designations of
Special Preferred Voting Stock of
Oil States International, Inc.
(incorporated by reference to
Exhibit 3.3 to the Companys
Annual Report on Form 10-K for the
year ended December 31, 2000, as
filed with the Commission on March
30, 2001).4.1
    
    
    
    Form of common stock certificate
(incorporated by reference to
Exhibit 4.1 to the Companys
Registration Statement on Form S-1
(File No. 333-43400)).4.2
    
    
    
    Amended and Restated Registration
Rights Agreement (incorporated by
reference to Exhibit 4.2 to the
Companys Annual Report on Form
10-K for the year ended December
31, 2000, as filed with the
Commission on March 30, 2001).4.3
    
    
    
    First Amendment to the Amended and
Restated Registration Rights
Agreement dated May 17, 2002
(incorporated by reference to
Exhibit 4.3 to the Companys
Annual Report on Form 10-K for the
year ended December 31, 2002, as
filed with the Commission on March
13, 2003).4.4
    
    
    
    Registration Rights Agreement
dated as of June 21, 2005 by and
between Oil States International,
Inc. and RBC Capital Markets
Corporation (incorporated by
reference to Oil States Current
Report on Form 8-K filed with the
Commission on June 23, 2005).4.5
    
    
    
    Indenture dated as of June 21,
2005 by and between Oil States
International, Inc. and Wells
Fargo Bank, National Association,
as trustee (incorporated by
reference to Oil States Current
Report on Form 8-K filed with the
Commission on June 23, 2005).4.6
    
    
    
    Global Notes representing
$175,000,000 aggregate principal
amount of 2 3/8% Contingent
Convertible Senior Notes due 2025
(incorporated by reference to
Section 2.2 of Exhibit 4.5 hereof)
(incorporated by reference to Oil
States Current Reports on Form
8-K filed with the Commission on
June 23, 2005 and July 13, 2005).10.11E
    
    
    
    Amendment No. 3, dated as of
October 1, 2009, to the Credit
Agreement among Oil States
International, Inc., the lenders
named therein and Wells Fargo
Bank, N.A., as Lead Arranger, U.S.
Administrative Agent and U.S.
Collateral Agent; and The Bank of
Nova Scotia, as Canadian
Administrative Agent and Canadian
Collateral Agent; Capital One N.A.
and Royal Bank of Canada, as
Co-Syndication Agents and JP
Morgan Chase Bank, N.A. and Calyon
New York Branch, as
Co-Documentation Agents
(incorporated by reference to
Exhibit 10.11E to the Companys
Current Report on Form 8-K filed
with the Securities and Exchange
Commission on October 2, 2009).31.1*
    
    
    
    Certification of Chief Executive
Officer of Oil States
International, Inc. pursuant to
Rules 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of
1934.31.2*
    
    
    
    Certification of Chief Financial
Officer of Oil States
International, Inc. pursuant to
Rules 13a-14(a) or 15d-14(a) under
the Securities Exchange Act of
1934.32.1**
    
    
    
    Certification of Chief Executive
Officer of Oil States
International, Inc. pursuant to
Rules 13a-14(b) or 15d-14(b) under
the Securities Exchange Act of
1934.32.2**
    
    
    
    Certification of Chief Financial
Officer of Oil States
International, Inc. pursuant to
Rules 13a-14(b) or 15d-14(b) under
the Securities Exchange Act of
1934.
 
 *
    
    Filed herewith**
    
    Furnished herewith. 29




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##### Table of Contents



SIGNATURES
  OIL STATES INTERNATIONAL, INC.Date: November 4, 2009
    
    By
    
    /s/ BRADLEY J. DODSON

Bradley J. DodsonVice President, Chief Financial Officer andTreasurer (Duly Authorized Officer and PrincipalFinancial Officer)Date: November 4, 2009
    
    By
    
    /s/ ROBERT W. HAMPTON

Robert W. HamptonSenior Vice President  Accounting andSecretary (Duly Authorized Officer and ChiefAccounting Officer)
 30




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##### Table of Contents



Exhibit Index
 Exhibit No.
    
    
    
    
    
    Description3.1
    
    
    
    
    
    Amended and Restated
Certificate of
Incorporation
(incorporated by
reference to Exhibit 3.1
to the Companys Annual
Report on Form 10-K for
the year ended December
31, 2000, as filed with
the Commission on March
30, 2001).3.2
    
    
    
    
    
    Third Amended and
Restated Bylaws
(incorporated by
reference to Exhibit 3.1
to the Companys Current
Report on Form 8-K, as
filed with the
Commission on March 13,
2009).3.3
    
    
    
    
    
    Certificate of
Designations of Special
Preferred Voting Stock
of Oil States
International, Inc.
(incorporated by
reference to Exhibit 3.3
to the Companys Annual
Report on Form 10-K for
the year ended December
31, 2000, as filed with
the Commission on March
30, 2001).4.1
    
    
    
    
    
    Form of common stock
certificate
(incorporated by
reference to Exhibit 4.1
to the Companys
Registration Statement
on Form S-1 (File No.
333-43400)).4.2
    
    
    
    
    
    Amended and Restated
Registration Rights
Agreement (incorporated
by reference to Exhibit
4.2 to the Companys
Annual Report on Form
10-K for the year ended
December 31, 2000, as
filed with the
Commission on March 30,
2001).4.3
    
    
    
    
    
    First Amendment to the
Amended and Restated
Registration Rights
Agreement dated May 17,
2002 (incorporated by
reference to Exhibit 4.3
to the Companys Annual
Report on Form 10-K for
the year ended December
31, 2002, as filed with
the Commission on March
13, 2003).4.4
    
    
    
    
    
    Registration Rights
Agreement dated as of
June 21, 2005 by and
between Oil States
International, Inc. and
RBC Capital Markets
Corporation
(incorporated by
reference to Oil States
Current Report on Form
8-K filed with the
Securities and Exchange
Commission on June 23,
2005).4.5
    
    
    
    
    
    Indenture dated as of
June 21, 2005 by and
between Oil States
International, Inc. and
Wells Fargo Bank,
National Association, as
trustee (incorporated by
reference to Oil States
Current Report on Form
8-K filed with the
Securities and Exchange
Commission on June 23,
2005).4.6
    
    
    
    
    
    Global Notes
representing
$175,000,000 aggregate
principal amount of 2
3/8% Contingent
Convertible Senior Notes
due 2025 (incorporated
by reference to Section
2.2 of Exhibit 4.5
hereof) (incorporated by
reference to Oil States
Current Reports on Form
8-K filed with the
Securities and Exchange
Commission on June 23,
2005 and July 13, 2005).10.11E
    
    
    
    
    
    Amendment No. 3, dated
as of October 1, 2009,
to the Credit Agreement
among Oil States
International, Inc., the
lenders named therein
and Wells Fargo Bank,
N.A., as Lead Arranger,
U.S. Administrative
Agent and U.S.
Collateral Agent; and
The Bank of Nova Scotia,
as Canadian
Administrative Agent and
Canadian Collateral
Agent; Capital One N.A.
and Royal Bank of
Canada, as
Co-Syndication Agents
and JP Morgan Chase
Bank, N.A. and Calyon
New York Branch, as
Co-Documentation Agents
(incorporated by
reference to Exhibit
10.11E to the Companys
Current Report on Form
8-K filed with the
Securities and Exchange
Commission on October 2,
2009).31.1*
    
    
    
    
    
    Certification of
Chief Executive Officer
of Oil States
International, Inc.
pursuant to Rules
13a-14(a) or 15d-14(a)
under the Securities
Exchange Act of 1934.31.2*
    
    
    
    
    
    Certification of Chief
Financial Officer of Oil
States International,
Inc. pursuant to Rules
13a-14(a) or 15d-14(a)
under the Securities
Exchange Act of 1934.32.1**
    
    
    
    
    
    Certification of
Chief Executive Officer
of Oil States
International, Inc.
pursuant to Rules
13a-14(b) or 15d-14(b)
under the Securities
Exchange Act of 1934.32.2**
    
    
    
    
    
    Certification of
Chief Financial Officer
of Oil States
International, Inc.
pursuant to Rules
13a-14(b) or 15d-14(b)
under the Securities
Exchange Act of 1934.
 
 *
    
    Filed herewith**
    
    Furnished herewith.