##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended June 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,
    
    77002Houston, Texas
    
    (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 Operations for the Three and Six Month Periods
Ended June 30, 2009 and 2008
    
    
    3Unaudited Consolidated Balance Sheets  June 30, 2009 and December 31, 2008
    
    
    4Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended
June 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
    
    
    2829Item 5. Other Information
    
    
    29Item 6. Exhibits
    
    
    29(a) Index of Exhibits
    
    
    2930Signature Page
    
    
    31EX-31.1EX-31.2EX-32.1EX-32.2
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THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJUNE 30,
    
    
    JUNE 30,2009
    
    
    2008
    
    
    2009
    
    
    2008AS ADJUSTED
    
    
    
    
    
    
    AS ADJUSTED(NOTE 11)
    
    
    
    
    
    
    (NOTE 11)Revenues
    
    $
    456,334
    
    
    $
    631,364
    
    
    $
    1,123,433
    
    
    $
    1,232,611Costs and expenses:Cost of sales and services
    
    
    361,692
    
    
    
    478,435
    
    
    
    881,902
    
    
    
    923,519Selling, general and administrative expenses
    
    
    33,768
    
    
    
    35,976
    
    
    
    68,413
    
    
    
    68,083Depreciation and amortization expense
    
    
    28,647
    
    
    
    25,689
    
    
    
    56,670
    
    
    
    48,417Impairment of goodwill
    
    
    94,528
    
    
    
    
    
    
    
    94,528
    
    
    
    Other operating expense
    
    
    935
    
    
    
    244
    
    
    
    258
    
    
    
    234519,570
    
    
    
    540,344
    
    
    
    1,101,771
    
    
    
    1,040,253Operating income/(loss)
    
    
    (63,236
    )
    
    
    91,020
    
    
    
    21,662
    
    
    
    192,358Interest expense
    
    
    (3,856
    )
    
    
    (6,061
    )
    
    
    (8,101
    )
    
    
    (12,760
    )Interest income
    
    
    4
    
    
    
    894
    
    
    
    323
    
    
    
    1,815Equity in earnings of unconsolidated affiliates
    
    
    475
    
    
    
    1,242
    
    
    
    934
    
    
    
    2,737Gain on sale of investment
    
    
    
    
    
    
    2,708
    
    
    
    
    
    
    
    2,708Other income/(expense)
    
    
    (59
    )
    
    
    (168
    )
    
    
    103
    
    
    
    194Income/( loss) before income taxes
    
    
    (66,672
    )
    
    
    89,635
    
    
    
    14,921
    
    
    
    187,052Income tax (expense) benefit
    
    
    3,303
    
    
    
    (30,338
    )
    
    
    (22,044
    )
    
    
    (62,085
    )Net income/(loss)
    
    
    (63,369
    )
    
    
    59,297
    
    
    
    (7,123
    )
    
    
    124,967Less: Net income attributable to noncontrolling interest
    
    
    117
    
    
    
    89
    
    
    
    235
    
    
    
    230Net income/(loss) attributable to Oil States International, Inc.
    
    $
    (63,486
    )
    
    $
    59,208
    
    
    $
    (7,358
    )
    
    $
    124,737Net income/(loss) per share attributable to Oil States
International, Inc. common stockholdersBasic
    
    $
    (1.28
    )
    
    $
    1.19
    
    
    $
    (0.15
    )
    
    $
    2.52Diluted
    
    $
    (1.28
    )
    
    $
    1.13
    
    
    $
    (0.15
    )
    
    $
    2.41Weighted average number of common shares outstanding:Basic
    
    
    49,581
    
    
    
    49,633
    
    
    
    49,549
    
    
    
    49,527Diluted
    
    
    49,581
    
    
    
    52,627
    
    
    
    49,549
    
    
    
    51,763
  3




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JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008AS ADJUSTED(NOTE 11)ASSETSCurrent assets:Cash and cash equivalents
    
    $
    56,099
    
    
    $
    30,199Accounts receivable, net
    
    
    319,690
    
    
    
    575,982Inventories, net
    
    
    502,999
    
    
    
    612,488Prepaid expenses and other current assets
    
    
    16,741
    
    
    
    18,815Total current assets
    
    
    895,529
    
    
    
    1,237,484Property, plant, and equipment, net
    
    
    707,996
    
    
    
    695,338Goodwill, net
    
    
    214,541
    
    
    
    305,441Investments in unconsolidated affiliates
    
    
    4,639
    
    
    
    5,899Other non-current assets
    
    
    35,115
    
    
    
    54,356Total assets
    
    $
    1,857,820
    
    
    $
    2,298,518LIABILITIES AND STOCKHOLDERS EQUITYCurrent liabilities:Accounts payable and accrued liabilities
    
    $
    158,858
    
    
    $
    371,789Income taxes
    
    
    8,691
    
    
    
    52,546Current portion of long-term debt
    
    
    4,940
    
    
    
    4,943Deferred revenue
    
    
    113,457
    
    
    
    105,640Other current liabilities
    
    
    916
    
    
    
    1,587Total current liabilities
    
    
    286,862
    
    
    
    536,505Long-term debt
    
    
    238,881
    
    
    
    449,058Deferred income taxes
    
    
    54,185
    
    
    
    64,780Other noncurrent liabilities
    
    
    12,700
    
    
    
    12,634Total liabilities
    
    
    592,628
    
    
    
    1,062,977Stockholders equity:Oil States International, Inc. stockholders equity:Common stock
    
    
    529
    
    
    
    526Additional paid-in capital
    
    
    459,104
    
    
    
    453,733Retained earnings
    
    
    893,643
    
    
    
    901,001Accumulated other comprehensive income/(loss)
    
    
    3,446
    
    
    
    (28,409
    )Treasury stock
    
    
    (92,313
    )
    
    
    (91,831
    )Total Oil States International, Inc. stockholders equity
    
    
    1,264,409
    
    
    
    1,235,020Noncontrolling interest
    
    
    783
    
    
    
    521Total stockholders equity
    
    
    1,265,192
    
    
    
    1,235,541Total liabilities and stockholders equity
    
    $
    1,857,820
    
    
    $
    2,298,518
  4




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##### Table of Contents



SIX  MONTHSENDED JUNE 30,2009
    
    
    2008AS ADJUSTED(NOTE 11)Cash flows from operating activities:Net Income/(loss)
    
    $
    (7,123
    )
    
    $
    124,967Adjustments to reconcile net income to net cash provided by operating activities:Depreciation and amortization
    
    
    56,670
    
    
    
    48,417Deferred income tax provision
    
    
    (13,285
    )
    
    
    6,372Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    (3,108
    )Loss on impairment of goodwill
    
    
    94,528
    
    
    
    Equity in earnings of unconsolidated subsidiaries, net of dividends
    
    
    (934
    )
    
    
    (2,484
    )Non-cash compensation charge
    
    
    5,818
    
    
    
    5,124Accretion of debt discount
    
    
    3,314
    
    
    
    3,086Gains on sale of investment and disposals of assets
    
    
    (260
    )
    
    
    (2,788
    )Other, net
    
    
    1,841
    
    
    
    1,091Changes in working capital
    
    
    130,627
    
    
    
    7,449Net cash flows provided by operating activities
    
    
    271,196
    
    
    
    188,126Cash flows from investing activities:Acquisitions of businesses, net of cash acquired
    
    
    18
    
    
    
    (29,816
    )Capital expenditures
    
    
    (52,784
    )
    
    
    (135,706
    )Proceeds from note receivable
    
    
    21,166
    
    
    
    Proceeds from sale of investment
    
    
    
    
    
    
    11,156Other, net
    
    
    (2,043
    )
    
    
    894Net cash flows used in investing activities
    
    
    (33,643
    )
    
    
    (153,472
    )Cash flows from financing activities:Revolving credit repayments
    
    
    (216,572
    )
    
    
    (28,738
    )Debt repayments
    
    
    (225
    )
    
    
    (204
    )Issuance of common stock
    
    
    501
    
    
    
    7,607Purchase of treasury stock
    
    
    
    
    
    
    (129
    )Excess tax benefits from share-based payment arrangements
    
    
    
    
    
    
    3,108Other, net
    
    
    (482
    )
    
    
    (981
    )Net cash flows provided by (used in) financing activities
    
    
    (216,778
    )
    
    
    (19,337
    )Effect of exchange rate changes on cash
    
    
    5,241
    
    
    
    121Net increase in cash and cash equivalents from continuing operations
    
    
    26,016
    
    
    
    15,438Net cash used in discontinued operations  operating activities
    
    
    (116
    )
    
    
    (31
    )Cash and cash equivalents, beginning of period
    
    
    30,199
    
    
    
    30,592Cash and cash equivalents, end of period
    
    $
    56,099
    
    
    $
    45,999Non-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
    
    
    
    
    
    
    145,913
  5




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##### Table of Contents



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
  JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008Accounts receivable, net:Trade
    
    $
    238,151
    
    
    $
    456,975Unbilled revenue
    
    
    85,350
    
    
    
    119,907Other
    
    
    1,372
    
    
    
    3,268Total accounts receivable
    
    
    324,873
    
    
    
    580,150Allowance for doubtful accounts
    
    
    (5,183
    )
    
    
    (4,168
    )$
    319,690
    
    
    $
    575,982
 7




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##### Table of Contents



JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008Inventories, net:Tubular goods
    
    $
    296,222
    
    
    $
    396,462Other finished goods and purchased products
    
    
    81,368
    
    
    
    88,848Work in process
    
    
    60,329
    
    
    
    65,009Raw materials
    
    
    72,728
    
    
    
    68,881Total inventories
    
    
    510,647
    
    
    
    619,200Inventory reserves
    
    
    (7,648
    )
    
    
    (6,712
    )$
    502,999
    
    
    $
    612,488
 ESTIMATED
    
    
    JUNE 30,
    
    
    DECEMBER 31,USEFUL LIFE
    
    
    2009
    
    
    2008Property, plant and equipment, net:Land
    
    
    
    
    
    $
    18,750
    
    
    $
    18,298Buildings and leasehold improvements
    
    3-50 years
    
    
    144,418
    
    
    
    135,080Machinery and equipment
    
    2-29 years
    
    
    282,949
    
    
    
    270,434Accommodations assets
    
    10-15 years
    
    
    331,265
    
    
    
    300,765Rental tools
    
    4-10 years
    
    
    149,702
    
    
    
    141,644Office furniture and equipment
    
    1-10 years
    
    
    27,990
    
    
    
    26,506Vehicles
    
    2-10 years
    
    
    70,759
    
    
    
    68,645Construction in progress
    
    
    
    
    
    
    57,750
    
    
    
    49,915Total property, plant and equipment
    
    
    
    
    
    
    1,083,583
    
    
    
    1,011,287Less: Accumulated depreciation
    
    
    
    
    
    
    (375,587
    )
    
    
    (315,949
    )$
    707,996
    
    
    $
    695,338
 JUNE 30,
    
    
    DECEMBER 31,2009
    
    
    2008Accounts payable and accrued liabilities:Trade accounts payable
    
    $
    104,510
    
    
    $
    307,132Accrued compensation
    
    
    22,950
    
    
    
    35,864Accrued insurance
    
    
    9,239
    
    
    
    7,551Accrued taxes, other than income taxes
    
    
    6,874
    
    
    
    7,257Reserves related to discontinued operations
    
    
    2,429
    
    
    
    2,544Other
    
    
    12,856
    
    
    
    11,441$
    158,858
    
    
    $
    371,789
 4. EARNINGS PER SHARE
  THREE MONTHS ENDED
    
    SIX MONTHS ENDEDJUNE 30
    
    JUNE 30,2009
    
    2008
    
    2009
    
    2008AS ADJUSTED
    
    
    
    
    
    AS ADJUSTED(NOTE 11)
    
    
    
    
    
    (NOTE 11)Basic earnings (loss) per share:Net income/(loss) attributable to Oil States
International, Inc.
    
    $
    (63,486
    )
    
    $
    59,208
    
    
    $
    (7,358
    )
    
    $
    124,737Weighted average number of shares outstanding
    
    
    49,581
    
    
    
    49,633
    
    
    
    49,549
    
    
    
    49,527Basic earnings (loss) per share
    
    $
    (1.28
    )
    
    $
    1.19
    
    
    $
    (0.15
    )
    
    $
    2.52Diluted earnings (loss) per share:Net income/(loss) attributable to Oil States
International, Inc.
    
    $
    (63,486
    )
    
    $
    59,208
    
    
    $
    (7,358
    )
    
    $
    124,737Weighted average number of shares outstanding
    
    
    49,581
    
    
    
    49,633
    
    
    
    49,549
    
    
    
    49,527Effect of dilutive securities:Options on common stock
    
    
    
    
    
    
    614
    
    
    
    
    
    
    
    5192 3/8% Convertible Senior Subordinated Notes
    
    
    
    
    
    
    2,238
    
    
    
    
    
    
    
    1,591Restricted stock awards and other
    
    
    
    
    
    
    142
    
    
    
    
    
    
    
    126Total shares and dilutive securities
    
    
    49,581
    
    
    
    52,627
    
    
    
    49,549
    
    
    
    51,763Diluted earnings (loss) per share
    
    $
    (1.28
    )
    
    $
    1.13
    
    
    $
    (0.15
    )
    
    $
    2.41
 8




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5. BUSINESS ACQUISITIONS AND GOODWILL
     Balance as of
    
    
    Acquisitions
    
    
    Foreign currency
    
    
    
    
    
    
    Balance as ofJanuary 1,
    
    
    and
    
    
    translation and
    
    
    Goodwill
    
    
    June 30,2009
    
    
    adjustments
    
    
    other changes
    
    
    impairment
    
    
    2009Offshore Products
    
    $
    85,074
    
    
    $
    
    
    
    $
    623
    
    
    $
    
    
    
    $
    85,697Well Site Services
    
    
    220,367
    
    
    
    337
    
    
    
    2,668
    
    
    
    (94,528
    )
    
    
    128,844Total
    
    $
    305,441
    
    
    $
    337
    
    
    $
    3,291
    
    
    $
    (94,528
    )
    
    $
    214,541
  9




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6. DEBT
  June 30,
    
    
    December 31,2009
    
    
    2008As Adjusted(Unaudited)
    
    
    (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 1.3% for the six month period ended June 30, 2009
    
    $
    77,200
    
    
    $
    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 six month period ended June 30, 2009
    
    
    
    
    
    
    61,2442 3/8% contingent convertible senior subordinated notes, net  due 2025
    
    
    152,425
    
    
    
    149,110Subordinated unsecured notes payable to sellers of businesses, interest rate of 6%,
maturing in 2009
    
    
    4,500
    
    
    
    4,500Capital lease obligations and other debt
    
    
    9,696
    
    
    
    13,147Total debt
    
    
    243,821
    
    
    
    454,001Less: current maturities
    
    
    (4,940
    )
    
    
    (4,943
    )Total long-term debt
    
    $
    238,881
    
    
    $
    449,058
      June 30, 2009
    
    
    December 31, 2008Interest
    
    
    Carrying
    
    
    Fair
    
    
    Carrying
    
    
    FairRate
    
    
    Value
    
    
    Value
    
    
    Value
    
    
    ValuePrincipal amount
due 2025
    
    
    2 3/8
    %
    
    $
    175,000
    
    
    $
    176,792
    
    
    $
    175,000
    
    
    $
    133,613Less: Unamortized
discount
    
    
    
    
    
    
    (22,575
    )
    
    
    
    
    
    
    (25,890
    )
    
    
    Net value
    
    
    
    
    
    $
    152,425
    
    
    $
    176,792
    
    
    $
    149,110
    
    
    $
    133,613
  10




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7.
    
    COMPREHENSIVE INCOME (LOSS) AND CHANGES IN COMMON STOCK OUTSTANDING:
  THREE MONTHS
    
    
    SIX MONTHSENDED JUNE 30,
    
    
    ENDED JUNE 30,2009
    
    
    2008
    
    
    2009
    
    
    2008As Adjusted
    
    
    
    
    
    
    As Adjusted(Note 11)
    
    
    
    
    
    
    (Note 11)Net income/(loss)
    
    $
    (63,369
    )
    
    $
    59,297
    
    
    $
    (7,123
    )
    
    $
    124,967Other comprehensive income/(loss):Cumulative translation adjustment
    
    
    43,676
    
    
    
    4,037
    
    
    
    31,855
    
    
    
    (8,459
    )Unrealized gain on marketable securities
    
    
    
    
    
    
    1,804
    
    
    
    
    
    
    
    1,804Total other comprehensive income/(loss)
    
    
    43,676
    
    
    
    5,841
    
    
    
    31,855
    
    
    
    (6,655
    )Comprehensive income/(loss)
    
    
    (19,693
    )
    
    
    65,138
    
    
    
    24,732
    
    
    
    118,312Comprehensive income attributable to noncontrolling interest
    
    (117)
    
    
    (89
    )
    
    
    (235
    )
    
    
    (230
    )Comprehensive income/(loss) attributable to Oil States
International, Inc.
    
    $
    (19,810
    )
    
    $
    65,049
    
    
    $
    24,497
    
    
    $
    118,082
 Shares of common stock outstanding  January 1, 2009
    
    
    49,500,708Shares issued upon exercise of stock options and vesting of stock awards
    
    
    166,967Shares withheld for taxes on vesting of restricted stock awards and transferred to treasury
    
    
    (24,329
    )Shares of common stock outstanding  June 30, 2009
    
    
    49,643,346
 8. STOCK BASED COMPENSATION
   9. INCOME TAXES
  11




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10. SEGMENT AND RELATED INFORMATION
  12




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Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsThree months ended June 30, 2009Well Site Services Accommodations
    
    $
    88,400
    
    
    $
    9,050
    
    
    $
    25,770
    
    
    $
    9,370
    
    
    $
    496,513Rental tools
    
    
    53,629
    
    
    
    9,859
    
    
    
    (98,612
    )
    
    
    4,975
    
    
    
    342,699Drilling and other
    
    
    10,861
    
    
    
    6,483
    
    
    
    (6,313
    )
    
    
    2,028
    
    
    
    120,091Total Well Site Services
    
    
    152,890
    
    
    
    25,392
    
    
    
    (79,155
    )
    
    
    16,373
    
    
    
    959,303Offshore Products
    
    
    122,511
    
    
    
    2,742
    
    
    
    17,548
    
    
    
    2,830
    
    
    
    504,698Tubular Services
    
    
    180,933
    
    
    
    377
    
    
    
    5,967
    
    
    
    101
    
    
    
    378,664Corporate and Eliminations
    
    
    
    
    
    
    136
    
    
    
    (7,596
    )
    
    
    810
    
    
    
    15,155Total
    
    $
    456,334
    
    
    $
    28,647
    
    
    $
    (63,236
    )
    
    $
    20,114
    
    
    $
    1,857,820
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsThree months ended June 30, 2008Well Site Services Accommodations
    
    $
    80,880
    
    
    $
    8,581
    
    
    $
    17,257
    
    
    $
    41,075
    
    
    $
    515,164Rental tools
    
    
    84,576
    
    
    
    9,036
    
    
    
    16,293
    
    
    
    17,443
    
    
    
    447,491Drilling and other (1)
    
    
    44,426
    
    
    
    4,810
    
    
    
    10,794
    
    
    
    10,667
    
    
    
    194,798Total Well Site Services
    
    
    209,882
    
    
    
    22,427
    
    
    
    44,344
    
    
    
    69,185
    
    
    
    1,157,453Offshore Products
    
    
    139,850
    
    
    
    2,859
    
    
    
    24,936
    
    
    
    5,057
    
    
    
    500,147Tubular Services
    
    
    281,632
    
    
    
    336
    
    
    
    28,751
    
    
    
    471
    
    
    
    416,607Corporate and Eliminations
    
    
    
    
    
    
    67
    
    
    
    (7,011
    )
    
    
    148
    
    
    
    22,334Total
    
    $
    631,364
    
    
    $
    25,689
    
    
    $
    91,020
    
    
    $
    74,861
    
    
    $
    2,096,541
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsSix months ended June 30, 2009Well Site Services Accommodations
    
    $
    230,232
    
    
    $
    17,491
    
    
    $
    74,014
    
    
    $
    21,604
    
    
    $
    496,513Rental tools
    
    
    125,354
    
    
    
    19,816
    
    
    
    (94,967
    )
    
    
    16,770
    
    
    
    342,699Drilling and other
    
    
    28,145
    
    
    
    12,916
    
    
    
    (9,808
    )
    
    
    7,240
    
    
    
    120,091Total Well Site Services
    
    
    383,731
    
    
    
    50,223
    
    
    
    (30,761
    )
    
    
    45,614
    
    
    
    959,303Offshore Products
    
    
    250,510
    
    
    
    5,436
    
    
    
    38,734
    
    
    
    5,898
    
    
    
    504,698Tubular Services
    
    
    489,192
    
    
    
    753
    
    
    
    28,878
    
    
    
    196
    
    
    
    378,664Corporate and Eliminations
    
    
    
    
    
    
    258
    
    
    
    (15,189
    )
    
    
    1,076
    
    
    
    15,155Total
    
    $
    1,123,433
    
    
    $
    56,670
    
    
    $
    21,662
    
    
    $
    52,784
    
    
    $
    1,857,820
 Revenues from
    
    
    Depreciationunaffiliated
    
    
    and
    
    
    Operating
    
    
    Capitalcustomers
    
    
    amortization
    
    
    income (loss)
    
    
    expenditures
    
    
    Total assetsSix months ended June 30, 2008Well Site Services Accommodations
    
    $
    227,137
    
    
    $
    16,389
    
    
    $
    70,065
    
    
    $
    69,368
    
    
    $
    515,164Rental tools
    
    
    167,069
    
    
    
    16,872
    
    
    
    33,924
    
    
    
    34,952
    
    
    
    447,491Drilling and other (1)
    
    
    81,230
    
    
    
    8,847
    
    
    
    16,846
    
    
    
    20,424
    
    
    
    194,798Total Well Site Services
    
    
    475,436
    
    
    
    42,108
    
    
    
    120,835
    
    
    
    124,744
    
    
    
    1,157,453Offshore Products
    
    
    266,772
    
    
    
    5,512
    
    
    
    46,383
    
    
    
    9,880
    
    
    
    500,147Tubular Services
    
    
    490,403
    
    
    
    664
    
    
    
    38,272
    
    
    
    919
    
    
    
    416,607Corporate and Eliminations
    
    
    
    
    
    
    133
    
    
    
    (13,132
    )
    
    
    163
    
    
    
    22,334Total
    
    $
    1,232,611
    
    
    $
    48,417
    
    
    $
    192,358
    
    
    $
    135,706
    
    
    $
    2,096,541
 
 (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 FSP APB 14-1
   Three months ended June 30, 2008
    
    Six months ended June 30, 2008Prior to
    
    Effect of
    
    As
    
    Prior to
    
    Effect of
    
    Asadoption
    
    adoption
    
    adjusted
    
    adoption
    
    adoption
    
    adjustedInterest
expense
    
    $
    4,561
    
    
    $
    1,500
    
    
    $
    6,061
    
    
    $
    9,788
    
    
    $
    2,972
    
    
    $
    12,760Income before income
taxes
    
    
    91,135
    
    
    
    (1,500
    )
    
    
    89,635
    
    
    
    190,024
    
    
    
    (2,972
    )
    
    
    187,052Net income
(a)
    
    
    60,252
    
    
    
    (955
    )
    
    
    59,297
    
    
    
    126,860
    
    
    
    (1,893
    )
    
    
    124,967Net income
attributable to Oil
States International,
Inc. (a)
    
    $
    60,163
    
    
    $
    (955
    )
    
    $
    59,208
    
    
    $
    126,630
    
    
    $
    (1,893
    )
    
    $
    124,737Net income per share
attributable to Oil
States International
common stockholders:Basic
    
    $
    1.21
    
    
    $
    (0.02
    )
    
    $
    1.19
    
    
    $
    2.56
    
    
    $
    (0.04
    )
    
    $
    2.52Diluted
    
    $
    1.14
    
    
    $
    (0.01
    )
    
    $
    1.13
    
    
    $
    2.45
    
    
    $
    (0.04
    )
    
    $
    2.41
 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 SFAS 160. 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



June 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
    
    
    (22,575
    )
    
    
    (25,890
    )Net carrying amount of the liability
component
    
    $
    152,425
    
    
    $
    149,110
  Three months ended June 30,
    
    Six months ended June 30,2009
    
    2008
    
    2009
    
    2008Interest expense
    
    $
    2,711
    
    
    $
    2,596
    
    
    $
    5,392
    
    
    $
    5,162
 June 30, 2009Remaining period over which discount will be amortized
    
    3.0 yearsConversion price
    
    $
    31.75Number of shares to be delivered upon conversion (1)
    
    
    n/aConversion value in excess of principal amount (1)
    
    
    n/aDerivative transactions entered into in connection with the convertible notes
    
    None
 
 (1)
    
    As of June 30, 2009, no shares would be issuable since the closing stock price of
$24.21 is less than the conversion price. 12. COMMITMENTS AND CONTINGENCIES
  15




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##### Table of Contents



This quarterly report on Form 10-Q contains 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. 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. 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.
 
 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
    
    Six Months EndedJune 30,
    
    June 30,
    
    June 30,
    
    June 30,2009
    
    2008
    
    2009
    
    2008U.S. Land
    
    
    887
    
    
    
    1,797
    
    
    
    1,078
    
    
    
    1,755U.S. Offshore
    
    
    49
    
    
    
    67
    
    
    
    53
    
    
    
    62Total U.S.
    
    
    936
    
    
    
    1,864
    
    
    
    1,131
    
    
    
    1,817Canada
    
    
    90
    
    
    
    169
    
    
    
    210
    
    
    
    338Total North America
    
    
    1,026
    
    
    
    2,033
    
    
    
    1,341
    
    
    
    2,155
       17




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##### Table of Contents



18




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##### Table of Contents



Consolidated Results of Operations (in millions)
 THREE MONTHS ENDED
    
    
    SIX MONTHS ENDEDJUNE 30,
    
    
    JUNE 30,Variance
    
    
    
    
    
    
    
    
    
    
    Variance2009 vs. 2008
    
    
    
    
    
    
    
    
    
    
    2009 vs. 20082009
    
    
    2008
    
    
    $
    
    
    %
    
    
    2009
    
    
    2008
    
    
    $
    
    
    %RevenuesWell Site Services Accommodations
    
    $
    88.4
    
    
    $
    80.9
    
    
    $
    7.5
    
    
    
    9
    %
    
    $
    230.2
    
    
    $
    227.1
    
    
    $
    3.1
    
    
    
    1
    %Rental Tools
    
    
    53.6
    
    
    
    84.6
    
    
    
    (31.0
    )
    
    
    (37
    %)
    
    
    125.4
    
    
    
    167.1
    
    
    
    (41.7
    )
    
    
    (25
    %)Drilling and Other
    
    
    10.9
    
    
    
    44.4
    
    
    
    (33.5
    )
    
    
    (75
    %)
    
    
    28.1
    
    
    
    81.2
    
    
    
    (53.1
    )
    
    
    (65
    %)Total Well Site Services
    
    
    152.9
    
    
    
    209.9
    
    
    
    (57.0
    )
    
    
    (27
    %)
    
    
    383.7
    
    
    
    475.4
    
    
    
    (91.7
    )
    
    
    (19
    %)Offshore Products
    
    
    122.5
    
    
    
    139.9
    
    
    
    (17.4
    )
    
    
    (12
    %)
    
    
    250.5
    
    
    
    266.8
    
    
    
    (16.3
    )
    
    
    (6
    %)Tubular Services
    
    
    180.9
    
    
    
    281.6
    
    
    
    (100.7
    )
    
    
    (36
    %)
    
    
    489.2
    
    
    
    490.4
    
    
    
    (1.2
    )
    
    
    0
    %Total
    
    $
    456.3
    
    
    $
    631.4
    
    
    $
    (175.1
    )
    
    
    (28
    %)
    
    $
    1,123.4
    
    
    $
    1,232.6
    
    
    $
    (109.2
    )
    
    
    (9
    %)Product costs; Service
and other costs (Cost
of sales and service)Well Site Services Accommodations
    
    $
    48.8
    
    
    $
    48.6
    
    
    $
    0.2
    
    
    
    0
    %
    
    $
    128.7
    
    
    $
    128.2
    
    
    $
    0.5
    
    
    
    0
    %Rental Tools
    
    
    40.3
    
    
    
    50.3
    
    
    
    (10.0
    )
    
    
    (20
    %)
    
    
    90.1
    
    
    
    98.4
    
    
    
    (8.3
    )
    
    
    (8
    %)Drilling and Other
    
    
    10.0
    
    
    
    27.9
    
    
    
    (17.9
    )
    
    
    (64
    %)
    
    
    23.6
    
    
    
    53.9
    
    
    
    (30.3
    )
    
    
    (56
    %)Total Well Site Services
    
    
    99.1
    
    
    
    126.8
    
    
    
    (27.7
    )
    
    
    (22
    %)
    
    
    242.4
    
    
    
    280.5
    
    
    
    (38.1
    )
    
    
    (14
    %)Offshore Products
    
    
    91.2
    
    
    
    102.7
    
    
    
    (11.5
    )
    
    
    (11
    %)
    
    
    186.6
    
    
    
    198.1
    
    
    
    (11.5
    )
    
    
    (6
    %)Tubular Services
    
    
    171.4
    
    
    
    248.9
    
    
    
    (77.5
    )
    
    
    (31
    %)
    
    
    452.9
    
    
    
    444.9
    
    
    
    8.0
    
    
    
    2
    %Total
    
    $
    361.7
    
    
    $
    478.4
    
    
    $
    (116.7
    )
    
    
    (24
    %)
    
    $
    881.9
    
    
    $
    923.5
    
    
    $
    (41.6
    )
    
    
    (5
    %)Gross marginWell Site Services Accommodations
    
    $
    39.6
    
    
    $
    32.3
    
    
    $
    7.3
    
    
    
    23
    %
    
    $
    101.5
    
    
    $
    98.9
    
    
    $
    2.6
    
    
    
    3
    %Rental Tools
    
    
    13.3
    
    
    
    34.3
    
    
    
    (21.0
    )
    
    
    (61
    %)
    
    
    35.3
    
    
    
    68.7
    
    
    
    (33.4
    )
    
    
    (49
    %)Drilling and Other
    
    
    0.9
    
    
    
    16.5
    
    
    
    (15.6
    )
    
    
    (95
    %)
    
    
    4.5
    
    
    
    27.3
    
    
    
    (22.8
    )
    
    
    (84
    %)Total Well Site Services
    
    
    53.8
    
    
    
    83.1
    
    
    
    (29.3
    )
    
    
    (35
    %)
    
    
    141.3
    
    
    
    194.9
    
    
    
    (53.6
    )
    
    
    (28
    %)Offshore Products
    
    
    31.3
    
    
    
    37.2
    
    
    
    (5.9
    )
    
    
    (16
    %)
    
    
    63.9
    
    
    
    68.7
    
    
    
    (4.8
    )
    
    
    (7
    %)Tubular Services
    
    
    9.5
    
    
    
    32.7
    
    
    
    (23.2
    )
    
    
    (71
    %)
    
    
    36.3
    
    
    
    45.5
    
    
    
    (9.2
    )
    
    
    (20
    %)Total
    
    $
    94.6
    
    
    $
    153.0
    
    
    $
    (58.4
    )
    
    
    (38
    %)
    
    $
    241.5
    
    
    $
    309.1
    
    
    $
    (67.6
    )
    
    
    (22
    %)Gross margin as a
percentage of revenuesWell Site Services Accommodations
    
    
    45
    %
    
    
    40
    %
    
    
    
    
    
    
    
    
    
    
    44
    %
    
    
    44
    %Rental Tools
    
    
    25
    %
    
    
    41
    %
    
    
    
    
    
    
    
    
    
    
    28
    %
    
    
    41
    %Drilling and Other
    
    
    8
    %
    
    
    37
    %
    
    
    
    
    
    
    
    
    
    
    16
    %
    
    
    34
    %Total Well Site Services
    
    
    35
    %
    
    
    40
    %
    
    
    
    
    
    
    
    
    
    
    37
    %
    
    
    41
    %Offshore Products
    
    
    26
    %
    
    
    27
    %
    
    
    
    
    
    
    
    
    
    
    26
    %
    
    
    26
    %Tubular Services
    
    
    5
    %
    
    
    12
    %
    
    
    
    
    
    
    
    
    
    
    7
    %
    
    
    9
    %Total
    
    
    21
    %
    
    
    24
    %
    
    
    
    
    
    
    
    
    
    
    22
    %
    
    
    25
    %
 THREE MONTHS ENDED JUNE 30, 2009 COMPARED TO THREE MONTHS ENDED JUNE 30, 2008
  Revenues.
  19




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##### Table of Contents



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




---



##### Table of Contents



Depreciation and Amortization.
 Impairment of Goodwill.
 Operating Income.
 Interest Expense and Interest Income.
 Equity in Earnings of Unconsolidated Affiliates.
 Income Tax Expense.
 SIX MONTHS ENDED JUNE 30, 2009 COMPARED TO SIX MONTHS ENDED JUNE 30, 2008
  Revenues.
  21




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##### Table of Contents



Cost of Sales and Service.
    Selling, General and Administrative Expenses.
 Depreciation and Amortization.
 22




---



##### Table of Contents



Impairment of Goodwill.
 Operating Income.
 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




---



##### 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
  Stock Based Compensation
  26




---



##### Table of Contents



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
    
    ProgramApril 1, 2009  April 30, 2009
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188May 1, 2009 
May 31, 2009
    
    
    
    
    
    
    3,162,344
    
    
    $
    59,923,188June 1, 2009  June 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



Names
    
    Number of Affirmative Votes
    
    Number WithheldS. James Nelson
    
    
    46,670,375
    
    
    
    1,033,958Gary L. Rosenthal
    
    
    46,672,103
    
    
    
    1,032,230William T. Van Kleef
    
    
    46,279,047
    
    
    
    1,425,286
   Number of Affirmative Votes
    
    Number of Negative Votes
    
    Abstentions47,397,129
    
    285,824
    
    21,382
 
 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)
 29




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##### Table of Contents



Exhibit No.
    
    
    
    Description(incorporated by reference to Oil States
Current Reports on Form 8-K filed with
the Commission on June 23, 2005 and July
13, 2005).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. 30




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##### Table of Contents



SIGNATURES
   Date: July 30, 2009
    
    By
    
    /s/ BRADLEY J. DODSONBradley J. DodsonVice President, Chief Financial Officer and
Treasurer (Duly Authorized Officer and
Principal Financial Officer)Date: July 30, 2009
    
    By
    
    /s/ ROBERT W. HAMPTONRobert W. HamptonSenior Vice President  Accounting and
Secretary (Duly Authorized Officer and
Chief Accounting Officer)
 31




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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).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. 32